COHEN & COMPANY REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS Form 8 K

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
[email protected]

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