Cohen & Company - Q3 2024

Transcript

Operator (participant)

Good morning, ladies and gentlemen, and welcome to Cohen & Company's third quarter 2024 earnings call. My name is Darrell, 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 can 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 and in its most recent annual report on Form 10-K filed with the SEC.

Earlier today, Cohen & Company issued a press release announcing third 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 3 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 provided in the company's earnings release. After the prepared remarks, the call will be open for questions. I would now like to hand the call over to Mr. Lester Brafman, Chief Executive Officer of Cohen & Company.

Lester Brafman (CEO)

Thank you, Darrell, and thank you, everyone, for joining us for our third quarter 2024 earnings call. With me on the call is Joe Pooler, our CFO. The positive trends for the first half of the year extended into the third quarter with a strong execution and continued momentum from Cohen & Company Capital Markets, CCCM, our full-service boutique investment banking operation. We are proud to report that CCCM generated $21.4 million of advisory revenue and acted as lead book runner on one SPAC IPO. CCCM's pipeline remains robust, and we expect consistent production from CCCM throughout the end of the year. The company's performance at the adjusted pre-tax line has improved by $26.5 million year-to-date versus 2023, despite the impact of ongoing unfavorable mark-to-market adjustments in 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. Now I will return the call over to Joe to walk through this quarter's financial highlights in more detail.

Joe Pooler (CFO)

Thank you, Lester. I'll begin with a discussion of our operating results for the quarter. Our net income attributable to Cohen & Company, Inc. was $2.2 million for the quarter, or $1.31 per fully diluted share, compared to net loss of $2.3 million for the prior quarter, or $1.47 per fully diluted share, and net loss of $400,000 for the prior year quarter, or $0.28 per fully diluted share. Our adjusted pre-tax income was $7.7 million for the quarter, compared to adjusted pre-tax loss of $8.6 million for the prior quarter and adjusted pre-tax loss of $8.4 million for the prior year quarter. As a reminder, adjusted pre-tax income and loss 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 $22.5 million in the third quarter, an increase of $16 million from the second quarter, and an increase of $15.2 million from the year-ago quarter. Our revenue earned from the new issue and advisory revenue has been, and we expect will continue to be volatile. We earned 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 fluctuate as well, and our revenue is generally earned when an underlying transaction closes. Thus, the timing of underlying transactions increases the volatility of our revenue recognition.

In addition, we have received financial instruments as consideration for advisory services provided by CCM instead of cash in some cases, which are included in other investments at fair value, other investments sold, not yet purchased, and investments in equity method affiliates in our consolidated balance sheets. Net trading revenue came in at $8.8 million in the third quarter, which was comparable to the second quarter and up $1.3 million from the third quarter of 2023. The increase from the prior year quarter was due primarily to higher trading revenue from our Agency Group, Mortgage Group , and the new Middle Markets Group , which is a component of our Wholesale Group. Our asset management revenue totaled $2.1 million in the quarter, which was comparable to the prior quarter and up $400,000 from the prior year quarter.

The change from the prior year quarter was related primarily to deferred performance fees and one of our European funds. Third quarter principal transactions and other revenue was -$1.7 million, primarily due to mark-to-market adjustments on our principal investments related to our involvement in the SPAC market as a sponsor, asset manager, 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 equity method and the principal transaction line items. We anticipate that there will continue to be volatility in our principal portfolio and therefore our operating results. In addition, in certain cases, we receive investment banking consideration from de-SPAC clients in the form of investment assets, and those investment assets have subsequently fallen in value.

Principal transactions revenue includes all gains and losses and income earned on our $37 million net investment portfolio. Compensation and benefits expense for the quarter was $17.9 million, which was up from both prior quarters, 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 113 at the end of the quarter, compared to 121 at the end of the prior quarter and 114 as of September 30, 2023. Net interest expense for the third quarter of 2024 was $1.3 million, including $1.2 million on our 2 trust-preferred debt instruments, $187,000 on our senior notes, $19,000 on our credit line, and -$139,000 on our redeemable financial instrument.

During September of 2024, we restructured two-thirds, or $5.1 million, of the redeemable financial instrument into a promissory note and repaid one-third, or $2.6 million, in cash. Loss from equity method affiliates during the quarter totaled $700,000. During the quarter, there was also an offsetting $2.5 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 charge is generally an offset to certain amounts that we record in our net income loss from equity method affiliates line item and in our principal transactions and other revenue line item. In terms of our balance sheet at the end of the quarter, total equity was $100.6 million compared to $91.8 million at the end of the year.

The non-convertible non-controlling interest component of total equity was $14.5 million at the end of the quarter and $9.6 million at the end of the year. Thus, the total enterprise 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 at the end of the year. At quarter-end, consolidated corporate indebtedness was carried at $34.9 million, reflecting the increase from refinancing $5.1 million of the redeemable financial instrument into a promissory note. As Lester mentioned, we have declared a quarterly dividend of $0.25 per share payable on December 5th, 2024 to stockholders of record as of November 20th, 2024. The 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.

Operator (participant)

Thank you. We'll now be conducting a 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 your line is in the question queue. You may press star two 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 your questions. I'm not seeing any questions at this time. I'd like to hand the call back over to management for any closing comments.

Lester Brafman (CEO)

All right. Well, thank you all for joining us today, and we look forward to speaking to you at our next quarterly release.

Operator (participant)

Thank you. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.