Cohen & Company - Earnings Call - Q4 2024

Executive Summary

• Q4 2024 was weak on headline metrics: revenues fell to $18.5M from $31.7M in Q3 and $34.5M in Q4 2023, driven by lower new issue & advisory revenue and negative principal transactions; fully diluted EPS was $(1.21) vs $1.31 in Q3 and $2.97 in Q4 2023.
• CCM’s full-year momentum remained intact despite the quarter: CEO highlighted CCM revenue of $38.9M in 2024 across nearly 50 clients, almost double 2023 ($21.9M), with IPO underwriting capability added.
• Management maintained the quarterly dividend at $0.25 per share (payable April 9, 2025), signaling confidence in longer-term earnings despite quarterly volatility and SPAC-related marks.
• Principal transactions and equity-method affiliate losses reflected continued pressure from post-de-SPAC equity valuations; management cautioned for ongoing volatility in principal portfolio results.
• Wall Street consensus (S&P Global) for Q4 2024 EPS and revenue was unavailable, limiting beat/miss assessment; directional miss vs prior periods is clear, with the primary catalyst being fewer closings and negative marks in principal holdings.

What Went Well and What Went Wrong

What Went Well

• CCM delivered $38.9M full-year 2024 revenue from nearly 50 clients, almost double 2023, and expanded into underwriting IPOs. “CCM…continued to grow market share…generated full year CCM revenue of $38.9 million…almost double…2023”.
• Mortgage platform growth: “gestation repo book of $2.7 billion, up more than 30% from December 2023,” supporting confidence in future earnings potential.
• Cost control: compensation and benefits fell $5.0M q/q and $3.4M y/y in Q4, aligning expense with lower revenue while headcount held at 113 vs 118 a year ago.

What Went Wrong

• Sharp sequential and y/y revenue decline: new issue & advisory revenue dropped to $10.1M (down $12.4M q/q and $8.6M y/y) due to fewer closings and engagement timing; total revenues fell to $18.5M.
• Principal transactions negative at $(2.5)M, reflecting mark-to-market declines in investment assets received as consideration and post-business combination SPAC equity weakness; equity method affiliates posted a $(0.7)M loss vs $17.2M income in Q4 2023.
• Bottom-line pressure: fully diluted EPS swung to $(1.21) vs $1.31 in Q3 and $2.97 in Q4 2023; adjusted pre-tax loss was $(7.7)M vs $7.7M in Q3 and $16.0M in Q4 2023, highlighting volatility in enterprise earnings tied to convertible NCI and principal portfolio marks.

Transcript

Operator (participant)

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

Earlier today, Cohen & Company issued a press release announcing fourth quarter and full year 2024 financial results. Today's discussion is complimentary to that press release, which is available on the company's website at cohenandcompany.com. This conference call is being recorded, and the replay 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 comparable GAAP measures is provided in the company's earnings release. After the prepared remarks, the call will be open for questions. I would now like to turn the call over to Mr. Lester Brafman, Chief Executive Officer of Cohen & Company. Please go ahead, sir.

Lester Brafman (CEO)

Thank you, Sherry, and thank you, everybody, for joining us for our fourth quarter 2024 earnings call. With me on the call is Joe Pooler, our CFO. In 2024, Cohen & Company Capital Markets, our full-service boutique investment bank, which we refer to as CCM, continued to grow market share as an advisor, agent, and expanding into underwriting initial public offerings. While CCM revenue was down compared to the third quarter of 2024, our actions to strengthen the business throughout the year generated full-year CCM revenue of $38.9 million from nearly 50 clients and almost doubled the full-year 2023 CCM revenue of $21.9 million. Despite continued elevated mortgage rates and lower levels of mortgage origination, we were able to grow our mortgage business in 2024, ending the year with a gestation repo book of $2.7 billion, up more than 30% from December 2023.

We remain confident about our future earnings potential and our focus 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 will begin with a discussion of our operating results for the quarter. Our net loss attributable to Cohen & Company was $2 million for the quarter, or $1.21 per fully diluted share, compared to net income of $2.2 million for the prior quarter, or $1.31 per fully diluted share, and net income of $4.5 million for the prior year quarter, or $2.97 per fully diluted share. Our adjusted pre-tax loss was $7.7 million for the quarter, compared to adjusted pre-tax income of $7.7 million for the prior quarter and adjusted pre-tax income of $16 million for the prior year quarter. As a reminder, adjusted pre-tax income 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 $10 million in the fourth quarter, a decrease of $12.4 million from the third quarter, and a decrease of $8.6 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 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. 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 our CCM team instead of cash at times, which investments are included in our other investments at fair value line item in the balance sheet. CCM generated a total of $61.6 million of new issue and advisory revenue during 2024, but this amount was offset by $22.6 million of negative principal transactions revenue during 2024 related to losses on investment assets received as consideration. Net trading revenue came in at $8.9 million in the quarter, which was comparable to the third quarter and up $1.1 million from the fourth quarter of 2023. Our asset management revenue totaled $2.1 million in the quarter, which was down slightly from the prior quarter and up slightly from the prior year quarter.

Fourth quarter principal transactions and other revenue was negative $2.5 million, primarily due to mark-to-market adjustments on our principal investments related to previously received consideration by our CCM team, as well as our ongoing involvement in the SPAC market as an asset manager and investor, 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 shares we received to decrease in value, negatively impacting both the equity method and the principal transactions line items in our statement of operations. We anticipate that there will continue to be volatility in our principal portfolio and therefore our operating results. As previously noted, in certain cases, we do receive investment banking consideration from clients, including 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 $33.6 million net investment portfolio. Compensation and benefits expense for the quarter was $12.9 million, which was down 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 year, compared to 113 at the end of the prior quarter and 118 at the end of the prior year. Net interest expense for the quarter was $1.5 million, including $1.16 million on our two trust-preferred debt instruments, $292,000 on our senior promissory notes, and $19,000 on our credit line.

As a reminder, during the third quarter of 2024, we restructured two-thirds, or $5.1 million, of our redeemable financial instrument into a promissory note and repaid one-third, or $2.6 million, in cash. In terms of the balance sheet at the end of the year, total equity was $90.3 million, compared to $91.8 million at the end of 2023. The non-convertible non-controlling interest component of total equity was $11.5 million at the end of the year, compared to $9.6 million at the end of 2023. Thus, the total enterprise equity, excluding the non-convertible non-controlling interest, was $78.8 million as of December 31, 2024, a $3.4 million decrease from the prior year. At quarter end, consolidated corporate indebtedness was carried at $34.9 million. As Lester mentioned, we have declared a quarterly dividend of $0.25 per share, payable on April 9th to stockholders of record as of March 26th.

The board of directors will continue to evaluate the dividend policy each quarter, and future decisions regarding dividends will be impacted by quarterly operating results and our capital needs. With that, I'll turn it back over to Lester for closing remarks.

Lester Brafman (CEO)

Thanks, Joe. Please direct any offline investor questions to Joe Pooler at 215-701-8952 or via email at [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, and thank everyone for joining us on our call today.

Operator (participant)

Thank you. 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 if you would like to remove your question from the queue. For a participant choosing speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment while we pull for questions. As a reminder, it is star one on your telephone keypad. There are no further questions at this time. Would you like to make any closing remarks?

Lester Brafman (CEO)

No, that's it. I hope to see everybody in our next quarterly call. Thank you very much.

Operator (participant)

Thank you. This will conclude today's conference. You may disconnect at this time, and thank you for your participation.