COHN 8-K
Cohen & Co Inc. (COHN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Cohen & Company Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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area code: (
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
On August 3, 2022, Cohen & Company Inc., a Maryland corporation (the “Company”), issued a press release announcing the Company’s financial results for the second quarter ended June 30, 2022. A copy of the earnings release is attached to this report as Exhibit 99.1.
The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1* | Press release dated August 3, 2022 announcing Cohen & Company Inc.’s financial results for the second quarter ended June 30, 2022. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Filed electronically herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COHEN & COMPANY INC. | ||
| Date: August 3, 2022 | By: | /s/ Joseph W. Pooler, Jr. |
| Name: Joseph W. Pooler, Jr. | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 99.1
COHEN & COMPANY REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS
Board Declares Quarterly Dividend of $0.25 per Share
Philadelphia and New York, August 3, 2022 – Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in fixed income and SPAC markets, today reported financial results for its second quarter ended June 30, 2022.
Summary Operating Results
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| ($ in thousands) | 6/30/22 | 3/31/22 | 6/30/21 | 6/30/22 | 6/30/21 | |||||||||||||||
| Net trading | $ | 10,377 | $ | 12,022 | $ | 18,399 | $ | 22,399 | $ | 37,582 | ||||||||||
| Asset management | 1,898 | 1,889 | 1,838 | 3,787 | 3,931 | |||||||||||||||
| New issue and advisory | 3,481 | 3,770 | 850 | 7,251 | 2,689 | |||||||||||||||
| Principal transactions and other revenue | (6,602 | ) | (18,363 | ) | (11,021 | ) | (24,965 | ) | 68,540 | |||||||||||
| Total revenues | 9,154 | (682 | ) | 10,066 | 8,472 | 112,742 | ||||||||||||||
| Compensation and benefits | 12,214 | 13,879 | 14,190 | 26,093 | 40,837 | |||||||||||||||
| Non-compensation operating expenses | 5,102 | 5,317 | 4,949 | 10,419 | 10,533 | |||||||||||||||
| Operating income | (8,162 | ) | (19,878 | ) | (9,073 | ) | (28,040 | ) | 61,372 | |||||||||||
| Interest expense, net | (1,106 | ) | (1,351 | ) | (1,782 | ) | (2,457 | ) | (3,796 | ) | ||||||||||
| Other non-operating income | - | - | 2,127 | - | 2,127 | |||||||||||||||
| Income (loss) from equity method affiliates | (3,044 | ) | (12,104 | ) | 5,490 | (15,148 | ) | 4,655 | ||||||||||||
| Income (loss) before income tax expense (benefit) | (12,312 | ) | (33,333 | ) | (3,238 | ) | (45,645 | ) | 64,358 | |||||||||||
| Income tax expense (benefit) | (60 | ) | 1,833 | (43 | ) | 1,773 | 825 | |||||||||||||
| Net income (loss) | (12,252 | ) | (35,166 | ) | (3,195 | ) | (47,418 | ) | 63,533 | |||||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | (4,167 | ) | (14,704 | ) | (9,039 | ) | (18,871 | ) | 20,931 | |||||||||||
| Enterprise net income (loss) | (8,085 | ) | (20,462 | ) | 5,844 | (28,547 | ) | 42,602 | ||||||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | (6,228 | ) | (12,850 | ) | 4,119 | (19,078 | ) | 31,522 | ||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (1,857 | ) | $ | (7,612 | ) | $ | 1,725 | $ | (9,469 | ) | $ | 11,080 | |||||||
| Fully diluted net income (loss) per share | $ | (1.53 | ) | $ | (5.46 | ) | $ | 1.21 | $ | (6.71 | ) | $ | 8.12 | |||||||
| Adjusted pre-tax income (loss) | $ | (8,145 | ) | $ | (18,629 | ) | $ | 3,674 | $ | (26,774 | ) | $ | 41,300 | |||||||
| Fully diluted adjusted pre-tax income (loss) per share | $ | (1.51 | ) | $ | (3.35 | ) | $ | 0.78 | $ | (4.87 | ) | $ | 8.20 | |||||||
Lester Brafman, Chief Executive Officer of Cohen & Company, said, “Amid challenging market conditions, our financial results continued to be impacted by unrealized negative mark-to-market adjustments and equity method losses from our principal investing portfolio. Reduced capital markets activity in general has also impacted our ability to generate net trading and investment banking revenues. We remain focused on our strategic objectives, and we are pleased that our gestation repo business continues to perform well. Further, we are confident that our robust investment banking pipeline will translate into growing new issue and advisory revenues in the future. As we move forward, we are committed to enhancing stockholder value, and in the second quarter we continued to pay our quarterly dividend.”
Financial Highlights
| · | Net loss attributable to Cohen & Company Inc. was $1.9 million, or $1.53 per diluted share, for the three months ended June 30, 2022, compared to net loss of $7.6 million, or $5.46 per diluted share, for the three months ended March 31, 2022, and net income of $1.7 million, or $1.21 per diluted share, for the three months ended June 30, 2021. Adjusted pre-tax loss was $8.1 million, or $1.51 per diluted share, for the three months ended June 30, 2022, compared to adjusted pre-tax loss of $18.6 million, or $3.35 per diluted share, for the three months ended March 31, 2022, and adjusted pre-tax income of $3.7 million, or $0.78 per diluted share, for the three months ended June 30, 2021. Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share are not measures recognized under U.S. generally accepted accounting principles (“GAAP”). See Note 1 below. |
| · | Revenues were $9.2 million for the three months ended June 30, 2022, compared to negative $0.7 million for the prior quarter and $10.1 million for the prior year quarter. |
| o | Net trading revenue was $10.4 million for the three months ended June 30, 2022, down $1.6 million from the prior quarter and $8.0 million from the prior year quarter. The decrease from the prior quarter was primarily due to lower trading revenue from the Company’s gestation repo group, and the decrease from the prior year quarter was primarily due to lower trading revenue from the Company’s gestation repo, agencies, municipals, and corporate groups. |
| o | Asset management revenue was $1.9 million for the three months ended June 30, 2022, comparable to both the prior quarters. |
| o | New issue and advisory revenue was $3.5 million for the three months ended June 30, 2022, down $0.3 million from the prior quarter and up $2.6 million from the prior year quarter. In the current quarter, the Cohen & Company Capital Markets investment banking team generated $2.0 million, the CRE origination team generated $0.7 million, and the US insurance origination team generated $0.8 million of the new issue and advisory revenue. |
| o | Principal transactions and other revenue was negative $6.6 million for the three months ended June 30, 2022, compared to negative $18.4 million in the prior quarter and negative $11.0 million in the prior year quarter. In all quarters presented, the negative principal transactions and other revenue was primarily due to mark-to-market adjustments on the Company’s principal investments related to the Company’s involvement in the SPAC market as a sponsor, asset manager, and investor, which has resulted in increased holdings of public equity positions in post-business combination companies, often restricted, which are subject to market adjustments, both up and down. Note that the $6.6 million of negative principal transactions and other revenue in the current quarter is offset by a $4.0 million credit recorded in the net income (loss) attributable to the non-convertible non-controlling interest line item. |
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| · | Compensation and benefits expense during the three months ended June 30, 2022 decreased $1.7 million from the prior quarter and $2.0 million from the prior year quarter. The number of Company employees was 121 as of June 30, 2022, compared to 115 as of March 31, 2022, and 108 as of June 30, 2021. |
| · | Interest expense during the three months ended June 30, 2022 decreased $0.2 million from the prior quarter and $0.7 million from the prior year quarter. |
| · | Loss from equity method affiliates for the three months ended June 30, 2022 was $3.0 million, compared to loss from equity method affiliates of $12.1 million for the three months ended March 31, 2022 and income from equity method affiliates of $5.5 million for the three months ended June 30, 2021. Income (loss) from equity method affiliates fluctuates primarily depending on the timing of the closing of the business combinations by the Company’s equity method investees that are sponsors of SPACs, which typically result in increased value of founder shares allocable to the Company by the sponsors. However, during the current and prior quarters, a reduction in the value of the founder shares held by the Company’s equity method affiliates and allocable to the Company resulted in a corresponding loss on the Company’s investments in equity method affiliates. Note that the $3.0 million of loss from equity method affiliates in the current quarter is offset by a $0.2 million credit recorded in the net income (loss) attributable to the non-convertible non-controlling interest line item. |
| · | Income tax benefit for the three months ended June 30, 2022 was $60 thousand, compared to income tax expense of $1.8 million in the prior quarter, and income tax benefit of $43 thousand in the prior year quarter. The Company will continue to evaluate its operations on a quarterly basis and may make adjustments to 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 June 30, 2022, total equity was $106.0 million, compared to $151.4 million as of December 31, 2021; the non-convertible non-controlling interest component of total equity was $4.7 million as of June 30, 2022 and $31.8 million as of December 31, 2021. Thus, the total equity excluding the non-convertible non-controlling interest component was $101.3 million as of June 30, 2022, an $18.2 million decrease from $119.5 million as of December 31, 2021. |
| · | The Company’s Board of Directors has declared a quarterly dividend of $0.25 per share, payable on September 1, 2022, to stockholders of record as of August 18, 2022. 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. |
Conference Call
The Company will host a conference call at 10:00 a.m. Eastern Time (ET), today, August 3, 2022, to discuss these results. The conference call will be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s homepage at www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance can dial (877) 524-8416 (domestic) or (412) 902-1028 (international). A replay of the call will be available for three days following the call by dialing (877) 660-6853 or (201) 612-7415.
About Cohen & Company
Cohen & Company is a financial services company specializing in fixed income markets and SPAC markets. It was founded in 1999 as an investment firm focused on small-cap banking institutions but has grown to provide 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 matched book 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 Limited S.A. in Europe. A division of JVB, Cohen & Company Capital Markets is the Company’s full-service boutique investment banking platform focusing on SPAC advisory, capital markets advisory, and M&A advisory, with clients primarily in the financial technology (commonly referred to as "fintech") and SPAC spaces. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of June 30, 2022, the Company managed approximately $2.2 billion in primarily fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. As of June 30, 2022, 52.8% of the Company’s assets under management were in collateralized debt obligations that Cohen & Company manages, which were all securitized prior to 2008. 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, matched book repo, or other capital markets business activity. For more information, please visit www.cohenandcompany.com.
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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 the Russian invasion of Ukraine, (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 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 possibility that the Company’s third sponsored insurance SPAC, INSU Acquisition Corp. III, does not successfully consummate a business combination, (n) a reduction in the volume of investments into SPACs, (o) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (p) the value of our holdings of founders shares in Shift Technologies, Inc., Metromile Inc., and other 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, (q) the possibility that the Company will stop paying quarterly dividends to its stockholders, (r) the possibility that the Company will be unable to collect its outstanding reverse repo balance from First Guaranty Mortgage Corporation, and (s) the impacts of the COVID-19 pandemic. 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.
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COHEN & COMPANY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| 6/30/22 | 3/31/22 | 6/30/21 | 6/30/22 | 6/30/21 | ||||||||||||||||
| Revenues | ||||||||||||||||||||
| Net trading | $ | 10,377 | $ | 12,022 | $ | 18,399 | $ | 22,399 | $ | 37,582 | ||||||||||
| Asset management | 1,898 | 1,889 | 1,838 | 3,787 | 3,931 | |||||||||||||||
| New issue and advisory | 3,481 | 3,770 | 850 | 7,251 | 2,689 | |||||||||||||||
| Principal transactions and other revenue | (6,602 | ) | (18,363 | ) | (11,021 | ) | (24,965 | ) | 68,540 | |||||||||||
| Total revenues | 9,154 | (682 | ) | 10,066 | 8,472 | 112,742 | ||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Compensation and benefits | 12,214 | 13,879 | 14,190 | 26,093 | 40,837 | |||||||||||||||
| Business development, occupancy, equipment | 1,295 | 1,248 | 787 | 2,543 | 1,506 | |||||||||||||||
| Subscriptions, clearing, and execution | 1,972 | 1,941 | 2,374 | 3,913 | 5,164 | |||||||||||||||
| Professional services and other operating | 1,692 | 1,996 | 1,701 | 3,688 | 3,695 | |||||||||||||||
| Depreciation and amortization | 143 | 132 | 87 | 275 | 168 | |||||||||||||||
| Total operating expenses | 17,316 | 19,196 | 19,139 | 36,512 | 51,370 | |||||||||||||||
| Operating income (loss) | (8,162 | ) | (19,878 | ) | (9,073 | ) | (28,040 | ) | 61,372 | |||||||||||
| Non-operating income (expense) | ||||||||||||||||||||
| Interest expense, net | (1,106 | ) | (1,351 | ) | (1,782 | ) | (2,457 | ) | (3,796 | ) | ||||||||||
| Other non-operating income (expense) | - | - | 2,127 | - | 2,127 | |||||||||||||||
| Income (loss) from equity method affiliates | (3,044 | ) | (12,104 | ) | 5,490 | (15,148 | ) | 4,655 | ||||||||||||
| Income (loss) before income tax expense (benefit) | (12,312 | ) | (33,333 | ) | (3,238 | ) | (45,645 | ) | 64,358 | |||||||||||
| Income tax expense (benefit) | (60 | ) | 1,833 | (43 | ) | 1,773 | 825 | |||||||||||||
| Net income (loss) | (12,252 | ) | (35,166 | ) | (3,195 | ) | (47,418 | ) | 63,533 | |||||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | (4,167 | ) | (14,704 | ) | (9,039 | ) | (18,871 | ) | 20,931 | |||||||||||
| Enterprise net income (loss) | (8,085 | ) | (20,462 | ) | 5,844 | (28,547 | ) | 42,602 | ||||||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | (6,228 | ) | (12,850 | ) | 4,119 | (19,078 | ) | 31,522 | ||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (1,857 | ) | $ | (7,612 | ) | $ | 1,725 | $ | (9,469 | ) | $ | 11,080 | |||||||
| Earnings per share | ||||||||||||||||||||
| Basic | ||||||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (1,857 | ) | $ | (7,612 | ) | $ | 1,725 | $ | (9,469 | ) | $ | 11,080 | |||||||
| Basic shares outstanding | 1,428 | 1,395 | 1,072 | 1,412 | 1,053 | |||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. per share | $ | (1.30 | ) | $ | (5.46 | ) | $ | 1.61 | $ | (6.71 | ) | $ | 10.52 | |||||||
| Fully Diluted | ||||||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | (1,857 | ) | $ | (7,612 | ) | $ | 1,725 | $ | (9,469 | ) | $ | 11,080 | |||||||
| Net income (loss) attributable to the convertible non-controlling interest | (6,228 | ) | - | 4,119 | - | 31,522 | ||||||||||||||
| Net interest attributable to convertible debt, net of taxes | - | - | 294 | - | 583 | |||||||||||||||
| Income tax and conversion adjustment | (172 | ) | - | 141 | - | (1,575 | ) | |||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation | $ | (8,257 | ) | $ | (7,612 | ) | $ | 6,279 | $ | (9,469 | ) | $ | 41,610 | |||||||
| Basic shares outstanding | 1,428 | 1,395 | 1,072 | 1,412 | 1,053 | |||||||||||||||
| Unrestricted Operating LLC membership units exchangeable into COHN shares | 3,966 | - | 2,856 | - | 2,847 | |||||||||||||||
| Additional dilutive shares | - | - | 1,271 | - | 1,226 | |||||||||||||||
| Fully diluted shares outstanding | 5,394 | 1,395 | 5,199 | 1,412 | 5,126 | |||||||||||||||
| Fully diluted net income (loss) per share | $ | (1.53 | ) | $ | (5.46 | ) | $ | 1.21 | $ | (6.71 | ) | $ | 8.12 | |||||||
| 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. | $ | (1,857 | ) | $ | (7,612 | ) | $ | 1,725 | $ | (9,469 | ) | $ | 11,080 | |||||||
| Addback (deduct): Other non-operating income | - | - | (2,127 | ) | - | (2,127 | ) | |||||||||||||
| Addback (deduct): Income tax expense (benefit) | (60 | ) | 1,833 | (43 | ) | 1,773 | 825 | |||||||||||||
| Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | (6,228 | ) | (12,850 | ) | 4,119 | (19,078 | ) | 31,522 | ||||||||||||
| Adjusted pre-tax income (loss) | (8,145 | ) | (18,629 | ) | 3,674 | (26,774 | ) | 41,300 | ||||||||||||
| Net interest attributable to convertible debt | - | 327 | 381 | 327 | 756 | |||||||||||||||
| Enterprise pre-tax income (loss) for fully diluted adjusted pre-tax income (loss) per share calculation | $ | (8,145 | ) | $ | (18,302 | ) | $ | 4,055 | $ | (26,447 | ) | $ | 42,056 | |||||||
| Adjusted fully diluted shares outstanding (1) | 5,394 | 5,461 | 5,199 | 5,428 | 5,126 | |||||||||||||||
| Fully diluted adjusted pre-tax income (loss) per share | $ | (1.51 | ) | $ | (3.35 | ) | $ | 0.78 | $ | (4.87 | ) | $ | 8.20 | |||||||
(1) Adjusted fully diluted shares outstanding includes unrestricted Operating LLC units exchangeable into COHN shares at all times; 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 non-controlling interest.
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COHEN & COMPANY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
| June
30, 2022 (unaudited) | December 31, 2021 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 50,068 | $ | 50,567 | ||||
| Receivables from brokers, dealers, and clearing agencies | 141,798 | 68,392 | ||||||
| Due from related parties | 1,834 | 4,581 | ||||||
| Other receivables | 6,643 | 3,203 | ||||||
| Investments - trading | 201,924 | 223,865 | ||||||
| Other investments, at fair value | 37,558 | 56,033 | ||||||
| Receivables under resale agreements | 1,792,325 | 3,175,645 | ||||||
| Investment in equity method affiliates | 14,369 | 48,238 | ||||||
| Deferred income taxes | 10,151 | 11,513 | ||||||
| Goodwill | 109 | 109 | ||||||
| Right-of-use asset - operating leases | 10,534 | 10,273 | ||||||
| Other assets | 3,782 | 3,885 | ||||||
| Total assets | $ | 2,271,095 | $ | 3,656,304 | ||||
| Liabilities | ||||||||
| Payables to brokers, dealers, and clearing agencies | $ | 137,877 | $ | 160,896 | ||||
| Accounts payable and other liabilities | 33,477 | 22,819 | ||||||
| Accrued compensation | 13,678 | 22,577 | ||||||
| Trading securities sold, not yet purchased | 141,549 | 62,512 | ||||||
| Other investments sold, not yet purchased | 128 | 2,488 | ||||||
| Securities sold under agreements to repurchase | 1,790,469 | 3,171,415 | ||||||
| Operating lease liability | 11,190 | 10,813 | ||||||
| Redeemable Financial Instruments | 7,957 | 7,957 | ||||||
| Debt | 28,737 | 43,394 | ||||||
| Total liabilities | 2,165,062 | 3,504,871 | ||||||
| Equity | ||||||||
| Voting nonconvertible preferred stock | 27 | 27 | ||||||
| Common stock | 17 | 17 | ||||||
| Additional paid-in capital | 72,174 | 72,006 | ||||||
| Accumulated other comprehensive loss | (972 | ) | (905 | ) | ||||
| Accumulated deficit | (20,516 | ) | (9,204 | ) | ||||
| Total stockholders' equity | 50,730 | 61,941 | ||||||
| Noncontrolling interest | 55,303 | 89,492 | ||||||
| Total equity | 106,033 | 151,433 | ||||||
| Total liabilities and equity | $ | 2,271,095 | $ | 3,656,304 | ||||
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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 other non-operating income and income tax expense (benefit), plus the net income (loss) attributable to the convertible non-controlling interest. Other non-operating income, representing the forgiveness of our PPP loan, has been excluded because it is a non-recurring item. 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. | James Golden or Andrew Squire | |
| Executive Vice President and | 212-355-4449 | |
| Chief Financial Officer | [email protected] or [email protected] | |
| 215-701-8952 | ||
| [email protected] |
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