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| Registrant Name |
Cohen
& Co Inc. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 4, 2024
Cohen & Company
Inc.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
1-32026 |
|
16-1685692 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia,
Pennsylvania |
|
19104 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (215) 701-9555
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 |
| Common Stock, par value $0.01 per share |
|
COHN |
|
The NYSE
American Stock Exchange |
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 November 4, 2024, Cohen & Company Inc., a Maryland
corporation (the “Company”), issued a press release announcing the Company’s financial results for the third quarter
ended September 30, 2024. 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.
| 104 |
|
Cover Page Interactive Data File (Embedded within the inline XBRL document.) |
| |
|
|
* Filed electronically herewith.
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: November 4, 2024 |
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 THIRD QUARTER
2024 FINANCIAL RESULTS
Board Declares Quarterly Dividend of $0.25
per Share
Philadelphia
and New York, November 4, 2024 – Cohen & Company Inc. (NYSE American: COHN), a financial
services firm specializing in an expanding range of capital markets and asset management services, today reported financial results for
its third quarter ended September 30, 2024.
Summary Operating Results
| | |
Three Months Ended | | |
Nine Months Ended | |
| ($ in thousands) | |
9/30/24 | | |
6/30/24 | | |
9/30/23 | | |
9/30/24 | | |
9/30/23 | |
| Net trading | |
$ | 8,816 | | |
$ | 8,798 | | |
$ | 7,491 | | |
$ | 27,462 | | |
$ | 23,117 | |
| Asset management | |
| 2,147 | | |
| 2,078 | | |
| 1,788 | | |
| 6,942 | | |
| 5,418 | |
| New issue and advisory | |
| 22,459 | | |
| 6,500 | | |
| 7,247 | | |
| 53,347 | | |
| 9,542 | |
| Principal transactions and other revenue | |
| (1,727 | ) | |
| (6,578 | ) | |
| 595 | | |
| (26,694 | ) | |
| 10,440 | |
| Total revenues | |
| 31,695 | | |
| 10,798 | | |
| 17,121 | | |
| 61,057 | | |
| 48,517 | |
| Compensation and benefits | |
| 17,915 | | |
| 10,699 | | |
| 15,219 | | |
| 43,453 | | |
| 35,757 | |
| Non-compensation operating expenses | |
| 6,558 | | |
| 6,466 | | |
| 6,006 | | |
| 20,124 | | |
| 17,348 | |
| Operating income (loss) | |
| 7,222 | | |
| (6,367 | ) | |
| (4,104 | ) | |
| (2,520 | ) | |
| (4,588 | ) |
| Interest expense, net | |
| (1,256 | ) | |
| (1,425 | ) | |
| (1,685 | ) | |
| (4,347 | ) | |
| (4,907 | ) |
| Income (loss) from equity method affiliates | |
| (683 | ) | |
| (5,996 | ) | |
| (702 | ) | |
| 22,366 | | |
| (1,608 | ) |
| Income (loss) before income tax expense (benefit) | |
| 5,283 | | |
| (13,788 | ) | |
| (6,491 | ) | |
| 15,499 | | |
| (11,103 | ) |
| Income tax expense (benefit) | |
| 142 | | |
| (205 | ) | |
| (755 | ) | |
| 435 | | |
| 5,379 | |
| Net income (loss) | |
| 5,141 | | |
| (13,583 | ) | |
| (5,736 | ) | |
| 15,064 | | |
| (16,482 | ) |
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| (2,455 | ) | |
| (5,206 | ) | |
| 1,936 | | |
| 8,609 | | |
| 8,536 | |
| Enterprise net income (loss) | |
| 7,596 | | |
| (8,377 | ) | |
| (7,672 | ) | |
| 6,455 | | |
| (25,018 | ) |
| Less: Net income (loss) attributable to the convertible non-controlling interest | |
| 5,446 | | |
| (6,028 | ) | |
| (7,249 | ) | |
| 4,631 | | |
| (15,357 | ) |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 2,150 | | |
$ | (2,349 | ) | |
$ | (423 | ) | |
$ | 1,824 | | |
$ | (9,661 | ) |
| Fully diluted net income (loss) per share | |
$ | 1.31 | | |
$ | (1.47 | ) | |
$ | (0.28 | ) | |
$ | 1.12 | | |
$ | (6.40 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted pre-tax income (loss) (1) | |
$ | 7,738 | | |
$ | (8,582 | ) | |
$ | (8,427 | ) | |
$ | 6,890 | | |
$ | (19,639 | ) |
| Fully diluted adjusted pre-tax income (loss) per share | |
$ | 1.34 | | |
$ | (1.51 | ) | |
$ | (1.52 | ) | |
$ | 1.20 | | |
$ | (3.55 | ) |
| (1) | 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, “The positive trends for the first half of the year extended into the third quarter with strong execution and continued
momentum from Cohen & Company Capital Markets (“CCM”), our full-service boutique investment banking operation. We
are proud to report that CCM generated $21.4 million of advisory revenue and acted as lead bookrunner on one SPAC IPO. CCM’s pipeline
remains robust and we expect consistent production from CCM through the end of the year.”
“The Company’s performance at the
adjusted pre-tax income (loss) line has improved by $26.5 million year-to-date versus 2023, despite the impact of ongoing unfavorable
mark-to-market adjustments on our principal investing portfolio. We remain confident about our future earnings potential and are 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 $2.2 million, or $1.31 per diluted share, for the three months ended September 30, 2024, compared to net loss of $2.3 million,
or $1.47 per diluted share, for the three months ended June 30, 2024, and net loss of $0.4 million, or $0.28 per diluted share, for
the three months ended September 30, 2023. Adjusted pre-tax income was $7.7 million, or $1.34 per diluted share, for the three months
ended September 30, 2024, compared to adjusted pre-tax loss of $8.6 million, or $1.51 per diluted share, for the three months ended
June 30, 2024, and adjusted pre-tax loss of $8.4 million, or $1.52 per diluted share, for the three months ended September 30,
2023. 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 $31.7 million for the three months
ended September 30, 2024, compared to $10.8 million for the prior quarter and $17.1 million for the prior year quarter. |
| o | Net trading revenue was $8.8 million for the three months ended September 30, 2024, comparable to
the prior quarter and up $1.3 million from the prior year quarter. The increase from the prior year quarter was due primarily to higher
trading revenue from our agency, municipal, and new middle markets groups. |
| o | Asset management revenue was $2.1 million for the three months ended September 30, 2024, comparable
to the prior quarter and up $0.4 million from the prior year quarter. The change from the prior year quarter was related primarily to
deferred performance fees in one of our European funds. |
| o | New issue and advisory revenue was $22.5 million for the three months ended September 30, 2024, up
$16.0 million from the prior quarter and up $15.2 million from the prior year quarter. |
| o | Principal transactions and other revenue was negative $1.7 million for the three months ended September 30,
2024, compared to negative $6.6 million in the prior quarter and positive $0.6 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 September 30, 2024 increased $7.2 million from the prior quarter and increased $2.7 million from the prior year
quarter. The number of Company employees was 113 as of September 30, 2024, compared to 121 as of June 30, 2024, and 114 as of
September 30, 2023. |
| · | Interest expense during the three months ended
September 30, 2024 decreased $0.2 million from the prior quarter and decreased $0.4 million from the prior year quarter. The decrease
from the prior quarter was primarily due to lower interest on our redeemable financial instrument, and the decrease from the prior year
quarter was primarily due to lower interest on our redeemable financial instrument, trust preferred securities debt, and our bank credit
facility. During September 2024, the Company restructured two-thirds of its redeemable financial instrument into a promissory note
and repaid the remaining one-third in cash. |
| · | Loss from equity method affiliates for the three
months ended September 30, 2024 was $0.7 million, compared to loss from equity method affiliates of $6.0 million for the prior quarter
and loss from equity method affiliates of $0.7 million for the prior year quarter. 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 results in changes to the value of founder shares allocable to the Company by the SPAC sponsors. Also,
certain sponsors of SPACs hold the founder shares for some period after the business combination, which may cause income (loss) for equity
method affiliates to further fluctuate. |
| · | Income tax expense for the three months ended
September 30, 2024 was $0.1 million, compared to income tax benefit of $0.2 million in the prior quarter, and income tax benefit
of $0.8 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 September 30, 2024, total equity was
$100.6 million, compared to $91.8 million as of December 31, 2023; the non-convertible non-controlling interest component of total
equity was $14.5 million as of September 30, 2024 and $9.6 million as of December 31, 2023. Thus, the total equity excluding
the non-convertible non-controlling interest component was $86.1 million as of September 30, 2024, a $3.95 million increase from
$82.2 million as of December 31, 2023. |
| · | The Company’s Board of Directors has declared
a quarterly dividend of $0.25 per share, payable on December 5, 2024, to stockholders of record as of November 20, 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. |
Conference Call
The Company will
host a conference call at 10:00 a.m. Eastern Time (ET), today, November 4, 2024, 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 +1 (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, with participant passcode 13749865.
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 September 30, 2024, 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 the Company’s 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, and (q) 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 | |
Nine Months Ended | |
| | |
| 9/30/24 | | |
| 6/30/24 | | |
| 9/30/23 | | |
| 9/30/24 | | |
| 9/30/23 | |
| Revenues | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net trading | |
$ | 8,816 | | |
$ | 8,798 | | |
$ | 7,491 | | |
$ | 27,462 | | |
$ | 23,117 | |
| Asset management | |
| 2,147 | | |
| 2,078 | | |
| 1,788 | | |
| 6,942 | | |
| 5,418 | |
| New issue and advisory | |
| 22,459 | | |
| 6,500 | | |
| 7,247 | | |
| 53,347 | | |
| 9,542 | |
| Principal transactions and other revenue | |
| (1,727 | ) | |
| (6,578 | ) | |
| 595 | | |
| (26,694 | ) | |
| 10,440 | |
| Total revenues | |
| 31,695 | | |
| 10,798 | | |
| 17,121 | | |
| 61,057 | | |
| 48,517 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
| Compensation and benefits | |
| 17,915 | | |
| 10,699 | | |
| 15,219 | | |
| 43,453 | | |
| 35,757 | |
| Business development, occupancy, equipment | |
| 1,567 | | |
| 1,591 | | |
| 1,268 | | |
| 4,599 | | |
| 3,887 | |
| Subscriptions, clearing, and execution | |
| 2,691 | | |
| 2,217 | | |
| 2,409 | | |
| 6,994 | | |
| 6,877 | |
| Professional services and other operating | |
| 2,156 | | |
| 2,533 | | |
| 2,189 | | |
| 8,138 | | |
| 6,151 | |
| Depreciation and amortization | |
| 144 | | |
| 125 | | |
| 140 | | |
| 393 | | |
| 433 | |
| Total operating expenses | |
| 24,473 | | |
| 17,165 | | |
| 21,225 | | |
| 63,577 | | |
| 53,105 | |
| Operating income (loss) | |
| 7,222 | | |
| (6,367 | ) | |
| (4,104 | ) | |
| (2,520 | ) | |
| (4,588 | ) |
| Non-operating income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest expense, net | |
| (1,256 | ) | |
| (1,425 | ) | |
| (1,685 | ) | |
| (4,347 | ) | |
| (4,907 | ) |
| Income (loss) from equity method affiliates | |
| (683 | ) | |
| (5,996 | ) | |
| (702 | ) | |
| 22,366 | | |
| (1,608 | ) |
| Income (loss) before income tax expense (benefit) | |
| 5,283 | | |
| (13,788 | ) | |
| (6,491 | ) | |
| 15,499 | | |
| (11,103 | ) |
| Income tax expense (benefit) | |
| 142 | | |
| (205 | ) | |
| (755 | ) | |
| 435 | | |
| 5,379 | |
| Net income (loss) | |
| 5,141 | | |
| (13,583 | ) | |
| (5,736 | ) | |
| 15,064 | | |
| (16,482 | ) |
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | |
| (2,455 | ) | |
| (5,206 | ) | |
| 1,936 | | |
| 8,609 | | |
| 8,536 | |
| Enterprise net income (loss) | |
| 7,596 | | |
| (8,377 | ) | |
| (7,672 | ) | |
| 6,455 | | |
| (25,018 | ) |
| Less: Net income (loss) attributable to the convertible non-controlling interest | |
| 5,446 | | |
| (6,028 | ) | |
| (7,249 | ) | |
| 4,631 | | |
| (15,357 | ) |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 2,150 | | |
$ | (2,349 | ) | |
$ | (423 | ) | |
$ | 1,824 | | |
$ | (9,661 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Earnings per share |
| Basic | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 2,150 | | |
$ | (2,349 | ) | |
$ | (423 | ) | |
$ | 1,824 | | |
$ | (9,661 | ) |
| Basic shares outstanding | |
| 1,631 | | |
| 1,616 | | |
| 1,522 | | |
| 1,609 | | |
| 1,510 | |
| Net income (loss) attributable to Cohen & Company Inc. per share | |
$ | 1.32 | | |
$ | (1.45 | ) | |
$ | (0.28 | ) | |
$ | 1.13 | | |
$ | (6.40 | ) |
| Fully Diluted | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Cohen & Company Inc. | |
$ | 2,150 | | |
$ | (2,349 | ) | |
$ | (423 | ) | |
$ | 1,824 | | |
$ | (9,661 | ) |
| Net income (loss) attributable to the convertible non-controlling interest | |
| 5,446 | | |
| (6,028 | ) | |
| (7,249 | ) | |
| 4,631 | # | |
| - | |
| Income tax and conversion adjustment | |
| (17 | ) | |
| 18 | | |
| 6,114 | | |
| (30 | ) | |
| - | |
| Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation | |
$ | 7,579 | | |
$ | (8,359 | ) | |
$ | (1,558 | ) | |
$ | 6,425 | | |
$ | (9,661 | ) |
| Basic shares outstanding | |
| 1,631 | | |
| 1,616 | | |
| 1,522 | | |
| 1,609 | | |
| 1,510 | |
| Unrestricted Operating LLC membership units exchangeable into COHN shares | |
| 4,062 | | |
| 4,066 | | |
| 4,014 | | |
| 4,060 | | |
| - | |
| Additional dilutive shares | |
| 98 | | |
| - | | |
| - | | |
| 58 | | |
| - | |
| Fully diluted shares outstanding (1) | |
| 5,791 | | |
| 5,682 | | |
| 5,536 | | |
| 5,727 | | |
| 1,510 | |
| Fully diluted net income (loss) per share | |
$ | 1.31 | | |
$ | (1.47 | ) | |
$ | (0.28 | ) | |
$ | 1.12 | | |
$ | (6.40 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| 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. | |
$ | 2,150 | | |
$ | (2,349 | ) | |
$ | (423 | ) | |
$ | 1,824 | | |
$ | (9,661 | ) |
| Addback (deduct): Income tax expense (benefit) | |
| 142 | | |
| (205 | ) | |
| (755 | ) | |
| 435 | | |
| 5,379 | |
| Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | |
| 5,446 | | |
| (6,028 | ) | |
| (7,249 | ) | |
| 4,631 | | |
| (15,357 | ) |
| Adjusted pre-tax income (loss) | |
$ | 7,738 | | |
$ | (8,582 | ) | |
$ | (8,427 | ) | |
$ | 6,890 | | |
$ | (19,639 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted fully diluted shares outstanding (2) | |
| 5,791 | | |
| 5,682 | | |
| 5,545 | | |
| 5,727 | | |
| 5,528 | |
| Fully diluted adjusted pre-tax income (loss) per share | |
$ | 1.34 | | |
$ | (1.51 | ) | |
$ | (1.52 | ) | |
$ | 1.20 | | |
$ | (3.55 | ) |
(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)
| | |
September 30, 2024 | | |
| |
| | |
(unaudited) | | |
December 31, 2023 | |
| Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 14,290 | | |
$ | 10,650 | |
| Receivables from brokers, dealers, and clearing agencies | |
| 64,965 | | |
| 66,801 | |
| Due from related parties | |
| 932 | | |
| 772 | |
| Other receivables | |
| 11,079 | | |
| 5,373 | |
| Investments - trading | |
| 103,617 | | |
| 181,328 | |
| Other investments, at fair value | |
| 39,761 | | |
| 72,217 | |
| Receivables under resale agreements | |
| 543,783 | | |
| 408,408 | |
| Investment in equity method affiliates | |
| 26,153 | | |
| 14,241 | |
| Deferred income taxes | |
| 1,685 | | |
| 1,580 | |
| Goodwill | |
| 109 | | |
| 109 | |
| Right-of-use asset - operating leases | |
| 7,193 | | |
| 7,541 | |
| Other assets | |
| 4,444 | | |
| 3,741 | |
| Total assets | |
$ | 818,011 | | |
$ | 772,761 | |
| | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Payables to brokers, dealers, and clearing agencies | |
$ | 53,674 | | |
$ | 111,085 | |
| Accounts payable and other liabilities | |
| 7,474 | | |
| 8,115 | |
| Accrued compensation | |
| 21,453 | | |
| 17,268 | |
| Trading securities sold, not yet purchased | |
| 43,446 | | |
| 65,751 | |
| Other investments sold, not yet purchased, at fair value | |
| 2,719 | | |
| 24,742 | |
| Securities sold under agreements to repurchase | |
| 545,993 | | |
| 408,203 | |
| Operating lease liability | |
| 7,776 | | |
| 8,216 | |
| Redeemable financial instruments | |
| - | | |
| 7,868 | |
| Debt | |
| 34,851 | | |
| 29,716 | |
| Total liabilities | |
| 717,386 | | |
| 680,964 | |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Voting non-convertible preferred stock | |
| 27 | | |
| 27 | |
| Common stock | |
| 19 | | |
| 19 | |
| Additional paid-in capital | |
| 76,323 | | |
| 74,594 | |
| Accumulated other comprehensive loss | |
| (948 | ) | |
| (944 | ) |
| Accumulated deficit | |
| (31,655 | ) | |
| (32,014 | ) |
| Total stockholders' equity | |
| 43,766 | | |
| 41,682 | |
| Non-controlling interest | |
| 56,859 | | |
| 50,115 | |
| Total equity | |
| 100,625 | | |
| 91,797 | |
| Total liabilities and equity | |
$ | 818,011 | | |
$ | 772,761 | |
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 (loss) 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. |
Joseph Sala or Zach Genirs |
| Executive Vice President and |
212-355-4449 |
| Chief Financial Officer |
|
| 215-701-8952 |
|
| investorrelations@cohenandcompany.com |
|
v3.24.3
Cover
|
Nov. 04, 2024 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Nov. 04, 2024
|
| Entity File Number |
1-32026
|
| Entity Registrant Name |
Cohen
& Co Inc.
|
| Entity Central Index Key |
0001270436
|
| Entity Tax Identification Number |
16-1685692
|
| Entity Incorporation, State or Country Code |
MD
|
| Entity Address, Address Line One |
Cira Centre
|
| Entity Address, Address Line Two |
2929 Arch Street, Suite 1703
|
| Entity Address, City or Town |
Philadelphia
|
| Entity Address, State or Province |
PA
|
| Entity Address, Postal Zip Code |
19104
|
| City Area Code |
215
|
| Local Phone Number |
701-9555
|
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false
|
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false
|
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false
|
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false
|
| Title of 12(b) Security |
Common Stock, par value $0.01 per share
|
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COHN
|
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NYSE
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Cohen & (AMEX:COHN)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Cohen & (AMEX:COHN)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
