Cohen & Company, Inc. (COHN) CEO Lester Brafman on Q1 2022 Results – Earnings Call Transcript

Cohen & Company, Inc. (NYSE:COHN) Q1 2022 Results Conference Call May 5, 2022 10:00 AM ET

Company Participants

Lester Brafman – CEO

Joe Pooler – CFO

Conference Call Participants


Good morning, ladies and gentlemen, and welcome to Cohen & Company’s First Quarter 2022 Earnings Call. My name is Terren, 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 and in its most recent annual report on Form 10-K filed with the SEC.

I would now like to turn the call over to Mr. Lester Brafman, Chief Executive Officer of Cohen & Company. Sir, the floor is yours.

Lester Brafman

Thank you, Terren, and thank you, everyone, for joining us for our first quarter 2022 earnings call. With me on the call is Joe Pooler, our CFO.

Our financial results in the first quarter were impacted by significant unrealized negative mark-to-market adjustments in our principal investing portfolio. Nevertheless, we continue to focus on our strategic objectives and are confident that the initiatives underway in investment banking, commercial real estate loan origination, asset management, Gestation repo and in our SPAC franchise broadly will generate long-term value for our shareholders.

In the first quarter, we also continued to pay our regular quarterly dividend. As we have stated in the past, our involvement in the SPAC market is a sponsor, asset manager and investor that, for the most part, there’s a de minimis cost of most of these investments. The current economic uncertainty and capital markets disruption may continue to result in an increased volatility in the SPAC market and may further impact our reported results going forward.

Now I will turn the call over to Joe to walk through this quarter’s financial highlights in more detail.

Joe Pooler

Thank you, Lester. I’d like to start with a note that we will be filing a corrected earnings release momentarily. We apologize for any inconvenience this may caused. Our initial release had an incorrect adjusted pretax loss number for the first quarter of ’22.

I’ll start with our statement of operations. Otherwise, our net loss attributable to Cohen & Company Inc. was $7.6 million for the quarter or $5.46 per fully diluted share compared to net income of $4.2 million for the prior quarter or $2.43 per fully diluted share and net income of $9.4 million for the prior year quarter or $6.98 per fully diluted share.

Our adjusted pretax loss was $18.6 million for the first quarter of ’22 compared to adjusted pretax income of $6.4 million for the prior quarter and adjusted pretax income of $37.6 million for the prior year quarter. Note that adjusted pretax income and loss is not a measure recognized under U.S. GAAP. See our disclosures, calculations and reconciliations surrounding adjusted pretax income and loss in our earnings release.

First quarter ’22 principal transactions and other revenue was negative $18.4 million. As Lester noted, the negative principal transactions and other revenue was primarily due to mark-to-market adjustments on our principal investments related to our involvement in the SPAC market, which has resulted in increased holdings of public equity positions in post-business combination companies.

Furthermore, a substantial portion of the negative mark-to-market adjustments in the first quarter was effectively a giveback of prior period favorable mark-to-market adjustments. Note that the $18.4 million of negative principal transactions and other revenue in the current quarter is offset by a $7.5 million credit recorded in the net income loss attributable to the nonconvertible noncontrolling interest line item. Principal transactions revenue includes all gains and losses and income earned on our $49.6 million investment portfolio classified as other investments at fair value on our balance sheet.

New issue and advisory revenue was $3.8 million in the quarter, a decrease of $13.4 million from the fourth quarter and an increase of $1.9 million from the year ago quarter. During the first quarter, our investment banking group generated $1.5 million in advisory revenue. Our commercial real estate opportunities group generated $1 million of origination revenue, and our U.S. insurance team generated $1.2 million of origination revenue. Net trading revenue came in at $12 million in the quarter, down $3.2 million from the prior quarter and down $7.2 million from the prior year quarter.

Our Asset Management revenue totaled $1.9 million in the quarter, which was down $3.2 million from the prior quarter and $0.2 million from the year ago quarter. The decrease from the prior quarter was primarily related to an incentive allocation earned by the manager of our SPAC funds in the fourth quarter.

Compensation and benefits expense for the first quarter of ’22 was $13.9 million, which was down from both the prior quarters primarily due to revenue decreases and corresponding declines in variable incentive compensation. The number of company employees was 115 as of March 31 of ’22, compared to 118 as of December 31 of ’21 and 98 as of the prior year quarter end.

Net interest expense for the quarter was $1.4 million including $657,000 on our 2 trust preferred debt instruments, $446,000 on our senior notes, $176,000 on our redeemable financial instruments and $72,000 on our credit line. Loss from equity method affiliates during the quarter totaled $12.1 million.

Income and loss from equity method affiliates fluctuates primarily depending on the timing of the closing of the business combinations by our equity method investees that are sponsors to SPACs, which typically result in increased value of founder shares allocable to us by the sponsors upon closing. However, during the current quarter, a reduction in the value of the founder shares held by our equity method investees and allocable to us resulted in a corresponding loss on our investments in equity method affiliates. Note that the loss in the current quarter is offset by a $7.2 million credit recorded in the net income loss attributable to the nonconvertible noncontrolling interest line item.

During the first quarter, income tax expense was $1.8 million compared to income tax benefit of $4.1 million in the prior quarter and income tax expense of $868,000 in the prior year quarter. We will continue to evaluate our operations on a quarterly basis and may make adjustments to our valuation allowances applied against our net operating loss and net capital loss tax assets going forward.

In terms of the balance sheet. At the end of the quarter, total equity was $121.5 million compared to $151.4 million as of December 31. The nonconvertible noncontrolling interest component of total equity was $11.5 million at quarter end and $31.8 million at year-end. Thus, the total equity, excluding the nonconvertible noncontrolling interest was $110 million at the end of March, a $9.6 million decrease from the $119.6 million at year-end.

In March, the holder of our 2017 convertible notes, DGC Fintech Trust, converted the $15 million note into 10,345,000 units of membership interest in our operating LLC at the conversion rate specified in the note agreement of $1.45 per unit. As a result of the conversion, the 2017 convertible note was canceled in its entirety. The units of membership interest — these units of membership interest have the same conversion and redemption rates as the existing convertible noncontrolling interest units. Thus, the 10,345,000 units can be converted into 1,034,483 common shares of Cohen & Company stock.

At quarter end, consolidated corporate indebtedness was carried at $28.6 million. And our redeemable financial instrument was carried at $8 million. As Lester mentioned, we have declared a quarterly dividend of $0.25 per share payable on June 3 to stockholders of record as of May 20. 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.

With that, I’ll turn it back over to Lester.

Lester Brafman

Thank you, Joe. And at this time, we will take some questions. Operator, any questions?

Question-and-Answer Session


Lester Brafman

Okay, thanks. Thanks, Joe, and thanks, everyone, for joining us. Please direct any off-line investor questions to Joe Pooler at 215-701-8952 or via e-mail to The contact information can also be found at the bottom of our earnings release.

Thank you all for joining us today, and you guys have a great day. Thank you.


This does conclude today’s conference. We thank you again for your participation. You may disconnect your lines at this time, and have a great day.

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