Cohen & Company - Q2 2024

Transcript

Operator (participant)

Good morning, ladies and gentlemen, and welcome to Cohen & Company's second quarter 2024 earnings call. My name is Diego, and I will be your operator for today. Before we begin, Cohen & Company would like to remind everyone that some of the statements the company makes during this call may contain forward-looking statements under applicable securities laws. These statements may involve risks and uncertainties that could cause the company's actual results to differ materially from the results discussed in such forward-looking statements. The forward-looking statements made during this call are made only as of the date of this call, and the company undertakes no obligation to update such statements to reflect subsequent events or circumstances. Cohen & Company advises you to read the cautionary note regarding forward-looking statements in its earnings release in its most recent annual report on Form 10-K, filed with the SEC.

Earlier today, Cohen & Company issued a press release announcing second quarter 2024 financial results. Today's discussion is complementary to that press release, which is available on the company's website at cohenandcompany.com. This conference call is being recorded, and a replay of it will be available for three days, beginning shortly after the conclusion of this call. The company's remarks also include certain non-GAAP financial measures that management believes are meaningful when evaluating the company's performance. A reconciliation of these non-GAAP financial measures to the comparable GAAP measures is provided in the company's earnings release. After the prepared remarks, the call will be opened up for questions. I would now like to turn the call over to Mr. Lester Brafman, Chief Executive Officer of Cohen & Company.

Lester Brafman (CEO)

Thank you, Diego, and thank you everyone for joining us for our second quarter 2024 earnings call. With me on the call is Joe Pooler, our CFO. We are pleased with the performance of our full-service investment banking operation. Cohen & Company Capital Markets, CCM, has generated $6.4 million of advisory revenues and acted as a lead book runner for two SPAC IPOs. CCM has grown to 24 professionals, and we intend to continue to opportunistically add investment bank talent to our CCM team. We are optimistic about CCM's pipeline and look forward to consistent CCM production through the end of the year.

While our second quarter results were weakened by the impact of ongoing unfavorable mark-to-market adjustments on our principal investment portfolio, we are pleased to have improved the company's performance on the adjusted pre-tax loss line by $10.4 million year-to-date versus 2023. 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. Now, I will turn the call over to Joe to walk through this quarter's financial highlights in more detail.

Joseph Pooler (CFO)

Thank you, Lester. I'll begin with a discussion of our operating results for the quarter. Our net loss attributable to Cohen & Company Inc. was $2.3 million for the quarter, or $1.47 per fully diluted share, compared to net income of $2 million for the prior quarter, or $1.28 per fully diluted share, and net loss of $6.6 million for the prior year quarter, or $4.34 per fully diluted share. Our adjusted pre-tax loss was $8.6 million for the quarter, compared to adjusted pre-tax income of $7.7 million for the prior quarter, and adjusted pre-tax loss of $1.6 million for the prior year quarter.

As a reminder, adjusted pre-tax income is a key earnings measurement for us as it incorporates enterprise earnings attributable to our convertible non-controlling interest, which is substantially held by our founder and chairman, Daniel Cohen. Daniel holds his interest in the enterprise through the primary operating subsidiary, Cohen & Company, LLC, which is a consolidated subsidiary of Cohen & Company Inc. New issue and advisory revenue was $6.5 million in the second quarter, a decrease of $17.9 million from the first quarter, and an increase of $5.1 million from the year-ago quarter. Our revenue earned from new issue and advisory revenue has been, and we expect will continue to be, volatile. We earn revenue from a limited number of engagements. A small change in the number of engagements can result in quarter-to-quarter fluctuations in the revenue recognized.

The average revenue per engagement can also fluctuate, and our revenue is generally earned when an underlying transaction closes, thus, the timing of underlying transactions increases the volatility as well. Net trading revenue came in at $8.8 million in the second quarter, down $1.1 million from the first quarter and up $1.4 million from the second quarter of 2023. Our asset management revenue totaled $2.1 million in the quarter, which was down $600,000 from the prior quarter and up $500,000 from the prior year quarter.

Second quarter principal transactions and other revenue was negative $6.6 million, primarily due to mark-to-market adjustments on our principal investments related to our involvement in the SPAC market as a sponsor, asset management, investor, and advisor, which has resulted in increased holdings of public equity positions in post-business combination companies. Equity value of post-business combination SPACs has continued to decline, leading many of the founder shares we received to decrease in value, negatively impacting both the principal transaction line item and the equity method line item on our P&L. In addition, in certain cases, we receive investment banking consideration from de-SPAC clients in the form of investment assets, and some of those investment assets have subsequently fallen in value. Principal transactions revenue includes all gains and losses and income earned on our $32.7 million net investment portfolio.

Compensation and benefits expense for the second quarter was $10.7 million, which was down from the prior quarter and up from the prior year quarter, primarily due to fluctuations in revenue, income from equity method affiliates, net of our non-convertible, non-controlling interest and the related variable incentive compensation. The number of company employees was 121 as of the end of the quarter, compared to 116 at the end of March and 117 at the end of June 2023. Net interest expense for the quarter was $1.4 million, including $1.2 million on our two trust preferred debt instruments, $135,000 on our senior notes, $19,000 on our credit line, and $100,000 on our redeemable financial instrument. Loss from equity method affiliates during the quarter totaled $6 million.

During the quarter, there was also an offsetting $5.2 million credit recorded in the net income loss attributable to the non-convertible, non-controlling interest line item. These non-convertible, non-controlling interests represent ownership in certain consolidated subsidiaries by the portfolio managers of our former SPAC fund and of our current SPAC series funds. The credit or charge is generally an offset to the amounts we record in our net income loss from equity method affiliates line item. In terms of our balance sheet, at the end of the quarter, total equity was $95.6 million, compared to $91.8 million as of the end of 2023. The non-convertible, non-controlling interest component of total equity was $17.1 million at the end of the quarter and $9.6 million at the end of 2023.

Thus, the total enterprise equity, excluding the non-convertible, non-controlling interest, was $78.5 million as of June 30, a $3.7 million decrease from $82.2 million at December 31, 2023. At the end of the quarter, consolidated indebtedness was carried at $29.7 million, and our redeemable financial instrument was carried at $7.9 million. As Lester mentioned, we have declared a quarterly dividend of $0.25 per share, payable on September 5, 2024 to stockholders of record as of August 22, 2024. Our board 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. With that, I'll turn it back over to Lester.

Lester Brafman (CEO)

Thanks, Joe. Please direct any offline investor questions to Joe Pooler at 215-701-8952 or via email to [email protected]. The contact information can also be found at the bottom of our earnings release. Operator, you can now open the call lines for questions. Thank you all for joining us today.

Operator (participant)

Thank you. We'll now conduct our question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please, while we poll for questions. Once again, to ask a question, press star one on your telephone keypad. Press star two to remove yourself from the queue. Please stand by as we poll for a couple more moments. Thank you. Ladies and gentlemen, there appears to be no questions at this time. I'll hand the floor back to Lester Brafman for closing comments. Thank you.

Lester Brafman (CEO)

Well, thanks, everyone, for joining us today, and we look forward to speaking with you for our third quarter results. Enjoy the rest of the week. Thank you.

Operator (participant)

Thank you. This concludes today's conference. All parties may disconnect. Have a good day.