Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in an expanding range of capital markets and asset management services, today reported financial results for its fourth quarter and full year ended December 31, 2023.

Summary Operating Results

    Three Months Ended   Twelve Months Ended
($ in thousands) 12/31/23   9/30/23   12/31/22   12/31/23   12/31/22
                   
Net trading $ 7,809     $ 7,491     $ 9,644     $ 30,926     $ 40,009  
Asset management   1,919       1,788       1,761       7,337       9,004  
New issue and advisory   18,722       7,247       4,235       28,264       24,721  
Principal transactions and other revenue   6,014       595       (3,190 )     16,454       (29,347 )
Total revenues   34,464       17,121       12,450       82,981       44,387  
Compensation and benefits   16,335       15,219       8,970       52,092       50,290  
Non-compensation operating expenses   6,680       6,006       6,251       24,028       22,060  
Operating income (loss)   11,449       (4,104 )     (2,771 )     6,861       (27,963 )
Interest expense, net   (1,619 )     (1,685 )     (1,179 )     (6,526 )     (4,982 )
Income (loss) from equity method affiliates   17,217       (702 )     (6,401 )     15,609       (20,931 )
Income (loss) before income tax expense (benefit)   27,047       (6,491 )     (10,351 )     15,944       (53,876 )
Income tax expense (benefit)   166       (755 )     1,260       5,545       4,794  
Net income (loss)   26,881       (5,736 )     (11,611 )     10,399       (58,670 )
Less: Net income (loss) attributable to the non-convertible non-controlling interest   11,054       1,936       (4,223 )     19,590       (23,203 )
Enterprise net income (loss)   15,827       (7,672 )     (7,388 )     (9,191 )     (35,467 )
Less: Net income (loss) attributable to the convertible non-controlling interest   11,279       (7,249 )     (4,387 )     (4,078 )     (22,078 )
Net income (loss) attributable to Cohen & Company Inc. $ 4,548     $ (423 )   $ (3,001 )   $ (5,113 )   $ (13,389 )
Fully diluted net income (loss) per share $ 2.97     $ (0.28 )   $ (2.10 )   $ (3.38 )   $ (9.43 )
                   
Adjusted pre-tax income (loss) $ 15,993     $ (8,427 )   $ (6,128 )   $ (3,646 )   $ (30,673 )
Fully diluted adjusted pre-tax income (loss) per share $ 2.88     $ (1.52 )   $ (1.13 )   $ (0.66 )   $ (5.62 )
                   

Adjusted pre-tax income (loss) is not a measure recognized under U.S. generally accepted accounting principles (“GAAP”). See Note 1 below.

Lester Brafman, Chief Executive Officer of Cohen & Company, said, “During most of 2023, the high interest rate environment negatively impacted our investment banking, trading, and commercial real estate businesses, however, Cohen & Company Capital Markets was able to close four significant investment banking transactions in the fourth quarter. Also, we recognized substantial income from our equity method investments in the sponsors of four SPACs that closed their business combinations during the fourth quarter. The banking transactions and the earnings from our equity method investments drove our $16 million of adjusted pre-tax income in the quarter. In addition, recently we announced the appointment of George Holstead as Managing Director and Head of the Middle Markets Group in JVB’s Boca Raton office, and we are excited to expand our trading platform. Looking ahead, we believe that we are well positioned going into the new year, and we remain focused on enhancing long-term, sustained value for our stockholders, including through continued payment of our quarterly dividend.”

Financial Highlights

  • Net income attributable to Cohen & Company Inc. was $4.5 million, or $2.97 per diluted share, for the three months ended December 31, 2023, compared to net loss of $0.4 million, or $0.28 per diluted share, for the three months ended September 30, 2023, and net loss of $3.0 million, or $2.10 per diluted share, for the three months ended December 31, 2022. Adjusted pre-tax income was $16.0 million, or $2.88 per diluted share, for the three months ended December 31, 2023, compared to adjusted pre-tax loss of $8.4 million, or $1.52 per diluted share, for the three months ended September 30, 2023, and adjusted pre-tax loss of $6.1 million, or $1.13 per diluted share, for the three months ended December 31, 2022. Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share are not measures recognized under GAAP. See Note 1 below.
  • Revenues were $34.5 million for the three months ended December 31, 2023, compared to $17.1 million for the prior quarter and $12.5 million for the prior year quarter.
    • Net trading revenue was $7.8 million for the three months ended December 31, 2023, up $0.3 million from the prior quarter and down $1.8 million from the prior year quarter. The increase from the prior quarter was due primarily to higher trading revenue by our corporate, agency, and municipal groups, partially offset by our mortgage groups. The decrease from the prior year quarter was due primarily to lower trading revenue by our mortgage groups, partially offset by our agency and municipal groups.
    • Asset management revenue was $1.9 million for the three months ended December 31, 2023, up slightly from both the prior and prior year quarters. The increase from both prior quarters is primarily related to increased assets under management in our European funds as well as a commercial real estate servicing agreement entered into in November 2023.
    • New issue and advisory revenue was $18.7 million for the three months ended December 31, 2023, up $11.5 million from the prior quarter and $14.5 million from the prior year quarter. In the current quarter, the Cohen & Company Capital Markets investment banking team generated $18.6 million and the insurance origination team generated $0.1 million of the new issue and advisory revenue.
    • Principal transactions and other revenue was $6.0 million for the three months ended December 31, 2023, compared to $0.6 million in the prior quarter and negative $3.2 million in the prior year quarter. In all quarters presented, the principal transactions and other revenue was primarily due to mark-to-market adjustments on the Company’s principal investment portfolio.
  • Compensation and benefits expense during the three months ended December 31, 2023 increased $1.1 million from the prior quarter and $7.4 million from the prior year quarter. The number of Company employees was 118 as of December 31, 2023, compared to 114 as of September 30, 2023, and 121 as of December 31, 2022.
  • Interest expense during the three months ended December 31, 2023 was comparable to the prior quarter and increased $0.4 million from the prior year quarter. The increase from the prior year quarter was primarily due to higher interest on our trust preferred securities debt and redeemable financial instrument.
  • Income from equity method affiliates for the three months ended December 31, 2023 was $17.2 million, compared to loss from equity method affiliates of $0.7 million for the prior quarter and loss from equity method affiliates of $6.4 million for the prior year quarter. The increase in the current quarter was primarily driven by $17.5 million of income from our equity method investments in the sponsors of four special purpose acquisition companies (SPACs) that closed their business combinations during the fourth quarter of 2023, which resulted in an increase in value of the founder shares to which we are entitled to an allocation from the sponsors. For the three months ended December 31, 2023, there was an offsetting credit recorded in the net income (loss) attributable to the non-convertible non-controlling interest line item of $4.9 million related to the four SPACs that closed their business combinations during the fourth quarter of 2023.
  • Income tax expense for the three months ended December 31, 2023 was $0.2 million, compared to income tax benefit of $0.8 million in the prior quarter, and income tax expense of $1.3 million in the prior year quarter. The Company will continue to evaluate its operations on a quarterly basis and may adjust the valuation allowance applied against the Company's net operating loss and net capital loss tax assets. Future adjustments could be material and may result in additional tax benefit or tax expense.

Total Equity and Dividend Declaration

  • As of December 31, 2023, total equity was $91.8 million, compared to $94.0 million as of December 31, 2022; the non-convertible non-controlling interest component of total equity was $9.6 million as of December 31, 2023 and $17 thousand as of December 31, 2022. Thus, the total equity excluding the non-convertible non-controlling interest component was $82.2 million as of December 31, 2023, an $11.8 million decrease from $94.0 million as of December 31, 2022.
  • The Company’s Board of Directors has declared a quarterly dividend of $0.25 per share, payable on April 5, 2024, to stockholders of record as of March 22, 2024. The Board of Directors will continue to evaluate the dividend policy each quarter, and future decisions regarding dividends may be impacted by quarterly operating results and the Company’s capital needs.

Update on Quarterly Conference Calls

Cohen & Company will not conduct quarterly conference calls for the foreseeable future. The Company intends to continue its practice of issuing earnings releases in connection with the filing of its quarterly and annual reports. Investors can find contact information at the bottom of this release should they have any questions about the fourth quarter and full year results or the Company.

About Cohen & Company

Cohen & Company is a financial services company specializing in an expanding range of capital markets and asset management services. Cohen & Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists of fixed income sales, trading, and gestation repo financing as well as new issue placements in corporate and securitized products, and advisory services, operating primarily through Cohen & Company’s subsidiaries, J.V.B. Financial Group, LLC in the United States and Cohen & Company Financial (Europe) S.A. in Europe. A division of JVB, Cohen & Company Capital Markets is the Company’s leading boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of December 31, 2023, the Company managed approximately $2.4 billion in primarily fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. The Principal Investing segment is comprised primarily of investments the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support its trading or other capital markets business activity. For more information, please visit www.cohenandcompany.com.

Note 1: Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are non-GAAP measures of performance. Please see the discussion under “Non-GAAP Measures” below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.

Forward-looking Statements

This communication contains certain statements, estimates, and forecasts with respect to future performance and events. These statements, estimates, and forecasts are “forward-looking statements.” In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this communication are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied in the forward-looking statements including, but not limited to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in our filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website at www.sec.gov and our website at www.cohenandcompany.com/investor-relations/sec-filings. Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, including those caused by inflation, raising interest rates, and the current geopolitical situation, (b) losses caused by financial or other problems experienced by third parties, (c) losses due to unidentified or unanticipated risks, (d) a lack of liquidity, i.e., ready access to funds for use in our businesses, (e) the ability to attract and retain personnel, (f) litigation and regulatory issues, (g) competitive pressure, (h) an inability to generate incremental income from new or expanded businesses, (i) unanticipated market closures or effects due to inclement weather or other disasters, (j) losses (whether realized or unrealized) on our principal investments, (k) the possibility that payments to the Company of subordinated management fees from its CDOs will continue to be deferred or will be discontinued, (l) the possibility that the Company’s stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (m) the Company’s reduction in the volume of its investments into SPACs, (n) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (o) the value of our holdings of founders shares in post-business combination companies is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period of time, (p) the possibility that the Company will stop paying quarterly dividends to its stockholders, (q) the possibility that the Company will incur additional losses liquidating collateral related to a reverse repo with now bankrupt First Guaranty Mortgage Corporation, and (r) the impacts of rising interest rates and inflation. As a result, there can be no assurance that the forward-looking statements included in this communication will prove to be accurate or correct. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this communication might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Cautionary Note Regarding Quarterly Financial Results

Due to the nature of our business, our revenue and operating results may fluctuate materially from quarter to quarter. Accordingly, revenue and net income in any particular quarter may not be indicative of future results. Further, our employee compensation arrangements are in large part incentive-based and, therefore, will fluctuate with revenue. The amount of compensation expense recognized in any one quarter may not be indicative of such expense in future periods. As a result, we suggest that annual results may be the most meaningful gauge for investors in evaluating our business performance.

COHEN & COMPANY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
                       
        Three Months Ended   Twelve Months Ended  
    12/31/23   9/30/23   12/31/22   12/31/23   12/31/22  
  Revenues                    
  Net trading $ 7,809     $ 7,491     $ 9,644     $ 30,926     $ 40,009    
  Asset management   1,919       1,788       1,761       7,337       9,004    
  New issue and advisory   18,722       7,247       4,235       28,264       24,721    
  Principal transactions and other revenue   6,014       595       (3,190 )     16,454       (29,347 )  
  Total revenues   34,464       17,121       12,450       82,981       44,387    
  Operating expenses                    
  Compensation and benefits   16,335       15,219       8,970       52,092       50,290    
  Business development, occupancy, equipment   1,317       1,268       1,299       5,204       5,076    
  Subscriptions, clearing, and execution   2,088       2,409       2,249       8,965       8,274    
  Professional services and other operating   3,145       2,189       2,560       9,296       8,153    
  Depreciation and amortization   130       140       143       563       557    
  Total operating expenses   23,015       21,225       15,221       76,120       72,350    
  Operating income (loss)   11,449       (4,104 )     (2,771 )     6,861       (27,963 )  
  Non-operating income (expense)                    
  Interest expense, net   (1,619 )     (1,685 )     (1,179 )     (6,526 )     (4,982 )  
  Income (loss) from equity method affiliates   17,217       (702 )     (6,401 )     15,609       (20,931 )  
  Income (loss) before income tax expense (benefit)   27,047       (6,491 )     (10,351 )     15,944       (53,876 )  
  Income tax expense (benefit)   166       (755 )     1,260       5,545       4,794    
  Net income (loss)   26,881       (5,736 )     (11,611 )     10,399       (58,670 )  
  Less: Net income (loss) attributable to the non-convertible non-controlling interest   11,054       1,936       (4,223 )     19,590       (23,203 )  
  Enterprise net income (loss)   15,827       (7,672 )     (7,388 )     (9,191 )     (35,467 )  
  Less: Net income (loss) attributable to the convertible non-controlling interest   11,279       (7,249 )     (4,387 )     (4,078 )     (22,078 )  
  Net income (loss) attributable to Cohen & Company Inc. $ 4,548     $ (423 )   $ (3,001 )   $ (5,113 )   $ (13,389 )  
                       
Earnings per share
  Basic                    
  Net income (loss) attributable to Cohen & Company Inc. $ 4,548     $ (423 )   $ (3,001 )   $ (5,113 )   $ (13,389 )  
  Basic shares outstanding   1,522       1,522       1,429       1,513       1,420    
  Net income (loss) attributable to Cohen & Company Inc. per share $ 2.99     $ (0.28 )   $ (2.10 )   $ (3.38 )   $ (9.43 )  
  Fully Diluted                    
  Net income (loss) attributable to Cohen & Company Inc. $ 4,548     $ (423 )   $ (3,001 )   $ (5,113 )   $ (13,389 )  
  Net income (loss) attributable to the convertible non-controlling interest   -       (7,249 )     -       -       -    
  Income tax and conversion adjustment   -       6,114       -       -       -    
  Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation $ 4,548     $ (1,558 )   $ (3,001 )   $ (5,113 )   $ (13,389 )  
  Basic shares outstanding   1,522       1,522       1,429       1,513       1,420    
  Unrestricted Operating LLC membership units exchangeable into COHN shares   -       4,014       -       -       -    
  Additional dilutive shares   9       -       -            
  Fully diluted shares outstanding (1)   1,531       5,536       1,429       1,513       1,420    
  Fully diluted net income (loss) per share $ 2.97     $ (0.28 )   $ (2.10 )   $ (3.38 )   $ (9.43 )  
                       
Reconciliation of adjusted pre-tax income (loss) to net income (loss) attributable to Cohen & Company Inc. and calculations of per share amounts
  Net income (loss) attributable to Cohen & Company Inc. $ 4,548     $ (423 )   $ (3,001 )   $ (5,113 )   $ (13,389 )  
  Addback (deduct): Income tax expense (benefit)   166       (755 )     1,260       5,545       4,794    
  Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest   11,279       (7,249 )     (4,387 )     (4,078 )     (22,078 )  
  Adjusted pre-tax income (loss)   15,993       (8,427 )     (6,128 )     (3,646 )     (30,673 )  
  Net interest attributable to convertible debt   -       -       -       -       327    
  Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation $ 15,993     $ (8,427 )   $ (6,128 )   $ (3,646 )   $ (30,346 )  
                       
  Adjusted fully diluted shares outstanding (2)   5,546       5,545       5,424       5,533       5,398    
  Fully diluted adjusted pre-tax income (loss) per share $ 2.88     $ (1.52 )   $ (1.13 )   $ (0.66 )   $ (5.62 )  
                       
  (1) When the fully diluted net income (loss) per share is anti-dilutive, the basic shares outstanding are presented on this line item.  
  (2) Adjusted fully diluted shares outstanding includes (a) weighted average unrestricted and restricted Operating LLC units exchangeable into COHN shares and (b) weighted average unrestricted and restricted shares, even during periods when the corresponding GAAP calculation of fully diluted shares outstanding above does not include them. The Operating LLC units are always included because the non-GAAP measure of performance, adjusted pre-tax income (loss), always includes net income (loss) attributable to the corresponding convertible interest.  

COHEN & COMPANY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
           
    December 31, 2023      
    (unaudited)   December 31, 2022    
  Assets        
  Cash and cash equivalents $ 10,650     $ 29,101    
  Receivables from brokers, dealers, and clearing agencies   66,801       140,933    
  Due from related parties   772       787    
  Other receivables   5,373       9,527    
  Investments - trading   181,328       211,828    
  Other investments, at fair value   72,217       28,022    
  Receivables under resale agreements   408,408       437,692    
  Investment in equity method affiliates   14,241       8,929    
  Deferred income taxes   1,580       6,934    
  Goodwill   109       109    
  Right-of-use asset - operating leases   7,541       9,647    
  Other assets   3,741       3,546    
  Total assets $ 772,761     $ 887,055    
           
  Liabilities        
  Payables to brokers, dealers, and clearing agencies $ 111,085     $ 134,985    
  Accounts payable and other liabilities   8,115       11,439    
  Accrued compensation   17,268       12,434    
  Trading securities sold, not yet purchased   65,751       133,957    
  Other investments sold, not yet purchased, at fair value   24,742       78    
  Securities sold under agreements to repurchase   408,203       452,797    
  Operating lease liability   8,216       10,447    
  Redeemable financial instruments   7,868       7,868    
  Debt   29,716       29,024    
  Total liabilities   680,964       793,029    
           
  Equity        
  Voting non-convertible preferred stock   27       27    
  Common stock   19       17    
  Additional paid-in capital   74,594       72,801    
  Accumulated other comprehensive loss   (944 )     (955 )  
  Accumulated deficit   (32,014 )     (25,151 )  
  Total stockholders' equity   41,682       46,739    
  Non-controlling interest   50,115       47,287    
  Total equity   91,797       94,026    
  Total liabilities and equity $ 772,761     $ 887,055    
           
           

Non-GAAP Measures

Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share

Adjusted pre-tax income (loss) is not a financial measure recognized by GAAP. Adjusted pre-tax income (loss) represents net income (loss) attributable to Cohen & Company Inc., computed in accordance with GAAP, excluding income tax expense (benefit), plus the net income (loss) attributable to the convertible non-controlling interest. Income tax expense (benefit) has been excluded because a pre-tax measurement of enterprise earnings that includes net income (loss) attributable to the convertible non-controlling interest is a useful and appropriate measure of performance. Furthermore, our income tax expense (benefit) has been, and we expect it will continue to be, a substantially non-cash item for the foreseeable future, generated from adjustments in our valuation allowance applied to the Company’s gross deferred tax assets. Convertible non-controlling interest is added back to adjusted pre-tax income because the underlying Cohen & Company, LLC equity units are convertible into Cohen & Company Inc. shares. Adjusted pre-tax income (loss) per diluted share is calculated by dividing adjusted pre-tax income (loss) by diluted shares outstanding, both of which include adjustments used in the corresponding calculation in accordance with GAAP.

We present adjusted pre-tax income (loss) and related per diluted share amounts in this release because we consider them to be useful and appropriate supplemental measures of our performance. Adjusted pre-tax income (loss) and related per diluted share amounts help us to evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash or recurring impact on our current operating performance. In addition, our management uses adjusted pre-tax income (loss) and related per diluted share amounts to evaluate the performance of our enterprise operations. Adjusted pre-tax income (loss) and related per diluted share amounts, as we define them, are not necessarily comparable to similarly named measures of other companies and may not be appropriate measures for performance relative to other companies. Adjusted pre-tax income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) attributable to Cohen & Company Inc. prepared in accordance with GAAP. Adjusted pre-tax income (loss) is not intended to represent and should not be considered to be a more meaningful measure than, or an alternative to, measures of operating performance as determined in accordance with GAAP.

Contact:    
   
Investors -   Media -      
Cohen & Company Inc.    Joele Frank, Wilkinson Brimmer Katcher
Joseph W. Pooler, Jr.  Zach Genirs
Executive Vice President and     212-355-4449
Chief Financial Officer  zgenirs@joelefrank.com       
215-701-8952  
investorrelations@cohenandcompany.com   
   
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