EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

COHEN & COMPANY REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS

Enterprise net income of $4.4 million or $.28 per fully diluted share

Adjusted operating income of $7.7 million or $.49 per fully diluted share

Net trading revenue increases 101% to $22.8 million

Philadelphia and New York, May 7, 2010 – Cohen & Company Inc. (NYSE AMEX: COHN), a leading investment firm specializing in credit-related fixed income investments, today reported financial results for the quarter ended March 31, 2010.

First Quarter Highlights:

 

   

Net income of $4.6 million for the three months ended March 31, 2010, as compared to net loss of $7.4 million for the three months ended March 31, 2009.

 

   

Enterprise net income of $4.4 million, or $.28 per fully diluted share, for the three months ended March 31, 2010, as compared to enterprise net loss of $7.4 million, or $0.77 per fully diluted share, for the three months ended March 31, 2009. Enterprise net income (loss) and enterprise net income (loss) per fully diluted share are non-GAAP measures of performance. See the discussion of non-GAAP measures of performance below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.

 

   

Net income attributable to Cohen & Company, Inc. was $2.9 million, or $0.28 per fully diluted share, for the three months ended March 31, 2010, as compared to net loss of $7.4 million, or $0.77 per fully diluted share, for the three months ended March 31, 2009.

 

   

Adjusted operating income was $7.7 million, or $.49 per fully diluted share, for the three months ended March 31, 2010, as compared to adjusted operating loss of $4.6 million, or $.48 per fully diluted share, for the three months ended March 31, 2009. Adjusted operating income (loss) and adjusted operating income (loss) per fully diluted share are non-GAAP measures of performance. See the discussion of non-GAAP measures of performance below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.

Daniel G. Cohen, Chairman and Chief Executive Officer of Cohen & Company, said, “I am very pleased not only with our operating results in the first quarter, but also with the significant progress we’ve made in building out our fixed income platform. As an important part of this effort, we have been able to attract a number of talented professionals with relevant experience. We remain focused on achieving our strategic goals and delivering improved results through the remainder of 2010 and beyond.”

Christopher Ricciardi, President of Cohen & Company, said, “Our enhanced capital position in the first quarter allowed us to take advantage of opportunities in trading and principal investing while we continued to focus on our fee generating activities. This quarter’s earnings demonstrate that our team’s efforts in strengthening our capital markets segment have been successful, while also making excellent progress in many key areas, including in our newly expanded European business. We look forward to continuing to generate strong returns from our expansion activities for the benefit of our shareholders.”

Capital Markets

 

   

Net trading revenue increased 101% to $22.8 million for the three months ended March 31, 2010, up from $11.3 million for the three months ended March 31, 2009. The increase was primarily the result of (i) the Company’s increase in overall capital markets headcount to 96 as of March 31, 2010, as compared to 44 as of March 31, 2009, which included significant expansion of the European capital markets team; and (ii) improved results as the Company transitions to a strategy of using risk capital, including the impact of the substantial rally in leveraged credit products on the Company’s trading inventory.

 

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The Company continued the expansion of our capital markets segment, including additions in the European operation and the hiring of a team of senior fixed income professionals to originate and distribute brokered deposits. This team will originate and trade brokered deposits or CDs for banks. The Company intends to combine the team’s existing bank relationships with its own to create new origination opportunities.

 

   

The Company served as advisor and placement agent in a $50 million subprime auto loan securitization.

Asset Management

 

   

The Company’s mortgage securities platform, Strategos, continued to generate solid performance in its Deep Value funds in the quarter, which, have earned combined annualized returns of 22% from inception to March 31, 2010.

 

   

The Company’s European separate accounts generated average annualized cash on cash returns of 14% for the separate account investors.

Principal Investing & Other

 

   

The Company’s principal transaction and other income of $11.5 million was primarily composed of gains on its investments in Star Asia and in Deep Value.

 

   

In March 2010, the Company repurchased $5.1 million notional amount of contingent convertible senior notes from an unrelated third party for $4.1 million. The notes had a carrying value of $5.0 million, resulting in a gain from repurchase of debt of $900 thousand.

 

   

During the quarter, the Company completed its analysis and determined that federal net operating loss (“NOL”) and federal net capital loss (“NCL”) carryovers assumed through the merger of Cohen Brothers LLC with Alesco Financial Holdings, LLC are not currently limited by Section 382 of the Internal Revenue Code of 1986, as amended. The Company estimates it has approximately $48 million of NOLs and $69 million of NCLs as of December 31, 2009. For further information on the limitations on the NOLs and NCLs, please see cautionary note below.

Conference Call

Management will hold a conference call this morning at 10:00 AM EDT to discuss these results. The conference call will be available via webcast. Interested parties can access the live webcast by clicking the webcast link on Cohen & Company’s homepage at www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance can dial (877) 686-9573 (domestic) or (706) 643-6983 (international), participant pass code 73229706, or request the Cohen & Company earnings call. A recording of the call will be available for two weeks following the call by dialing (800) 642-1687 (domestic) or (706) 645-9291 (international), participant pass code 73229706.

About Cohen & Company

Cohen & Company is a leading investment firm specializing in credit-related fixed income investments. Cohen & Company was founded in 1999 as an investment firm focused on small-cap banking institutions, but has grown over the past ten years into a more diversified fixed income specialist. Our primary operating segments are Capital Markets and Asset Management. Our Capital Markets segment consists of credit-related fixed income sales and trading as well as new issue placements in corporate and securitized products. Our Asset Management segment manages assets through listed and private companies, funds, managed accounts and collateralized debt obligations. As of March 31, 2010, we manage approximately $15.5 billion in credit-related fixed income assets in a variety of asset classes, including U.S. trust preferred securities, European hybrid capital securities, Asian commercial real estate debt, and mortgage- and asset-backed securities.

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

 

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by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” 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. These factors include, but are 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/sec-filings. Risk factors include the following: (a) a decline in general economic conditions or the global financial markets, (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 and (g) competitive pressure; and (h) a potential Ownership Change under Section 382 of the Code. 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

General

Due to the nature of our business, our revenues 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.

Limitation on usage of NOLs and NCLs

If not used, the Company’s NOLs will begin to expire in 2029 and the NCLs will begin to expire in 2012. No assurance can be provided that we will have future taxable income or future capital gains to benefit from these NOL and NCL carryovers. Additionally, small changes in the Company’s ownership in the future could cause an Ownership Change, in accordance with the terms of Section 382 of the Code. If such a change were to occur in the future, our ability to use the NOLs, NCLs and certain recognized built-in losses to reduce our taxable income in a future year would generally be limited to an annual amount (the “Section 382 Limitation”) equal to the fair value of the Company immediately prior to the Ownership Change multiplied by the “long term tax-exempt interest rate.” In the event of an Ownership Change, NOLs and NCLs that exceed the Section 382 Limitation in any year will continue to be allowed as carryforwards for the remainder of the carryforward period, and such NOLs and NCLs would be eligible for use to offset taxable income for years within the carryforward period subject to the Section 382 Limitation in each year. However, if the carryforward periods for any NOL or NCL were to expire before such NOL or NCL were fully utilized, the unused portion of that loss would expire unused.

 

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COHEN & COMPANY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

 

     Three months ended March 31,  
     2010     2009  

Revenues

    

Net trading

   $ 22,768      $ 11,317   

Asset management

     6,770        9,299   

New issue and advisory

     668        227   

Principal transactions and other income

     11,527        (3,924
                

Total revenues

     41,733        16,919   
                

Operating expenses

    

Compensation and benefits

     27,131        17,439   

Business development, occupancy, equipment

     1,383        1,547   

Professional services and other operating

     6,326        3,616   

Depreciation and amortization

     643        654   
                

Total operating expenses

     35,483        23,256   
                

Operating income (loss)

     6,250        (6,337
                

Non-operating income (expense)

    

Gain on repurchase of debt

     886        —     

Interest expense

     (1,993     (1,198

Gain on sale of management contracts

     135        4,258   

Income (loss) from equity method affiliates

     14        (4,083
                

Income (loss) before income taxes

     5,292        (7,360

Income tax expense

     731        68   
                

Net income (loss)

     4,561        (7,428

Less: Net income (loss) attributable to the noncontrolling interest

     1,646        (11
                

Net income (loss) attributable to Cohen & Company Inc.

   $ 2,915      $ (7,417
                
Earnings per share   
Basic     

Net income (loss) attributable to Cohen & Company Inc.

   $ 2,915      $ (7,417

Basic shares outstanding

     10,318        9,612   
                

Net income (loss) per share

   $ 0.28      $ (0.77
                

Fully Diluted

    

Net income (loss) attributable to Cohen & Company Inc.

   $ 2,915      $ (7,417

Plus: Net income attributable to the convertible noncontrolling interest

     1,646        —     

Less: Additional tax expense if convertible non controlling interest is converted

     (157     —     
                

Enterprise net income (loss)

   $ 4,404      $ (7,417
                

Basic shares outstanding

     10,318        9,612   

Shares issuable if convertible non controlling interest is converted

     5,284        —     
                

Fully diluted shares outstanding

     15,602        9,612   
                

Fully diluted earnings (loss) per share

   $ 0.28      $ (0.77
                
Reconciliation of enterprise net income (loss) to net income (loss) and calculation of per share amounts   

Net income (loss)

   $ 4,561      $ (7,428

Less: Non controlling interests that are not convertible

     —          11   

Less: Additional tax expense if convertible non controlling interest is converted

     (157     —     
                

Enterprise net income

   $ 4,404      $ (7,417
                

Fully diluted shares outstanding

     15,602        9,612   
                

Enterprise net income per share

   $ 0.28      $ (0.77
                
Reconciliation of adjusted operating income (loss) to operating income (loss) and calculation of per share amounts    

Operating income (loss)

   $ 6,250      $ (6,337

Depreciation and amortization

     643        654   

Share-based compensation

     800        1,034   
                

Adjusted operating income (loss)

   $ 7,693      $ (4,649
                

Fully diluted shares outstanding

     15,602        9,612   
                

Adjusted operating income (loss) per share

   $ 0.49      $ (0.48
                

 

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COHEN & COMPANY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

     March 31, 2010
(unaudited)
    December 31, 2009  

Assets

    

Cash and cash equivalents

   $ 29,180      $ 69,692   

Receivables from:

    

Brokers, dealers, and clearing agencies

     35,120        255   

Related parties

     1,250        1,255   

Other receivables

     3,864        4,268   

Investments-trading

     77,917        135,428   

Other investments, at fair value

     52,696        43,647   

Receivables under resale agreements

     75,826        20,357   

Goodwill

     9,551        9,551   

Other assets

     25,224        14,989   
                

Total assets

   $ 310,628      $ 299,442   
                

Liabilities

    

Payables to:

    

Brokers, dealers, and clearing agencies

   $ 2,425      $ 13,491   

Related parties

     34        —     

Accounts payable and other liabilities

     13,659        13,039   

Accrued compensation

     15,089        7,689   

Trading securities sold, not yet purchased

     110,229        114,712   

Securities sold under agreement to repurchase

     28,964        —     

Deferred income taxes

     10,655        10,899   

Debt

     47,040        61,961   
                

Total liabilities

     228,095        221,791   
                

Stockholders’ Equity

    

Common Stock

     10        10   

Additional paid-in capital

     58,500        58,121   

Accumulated other comprehensive loss

     (1,620     (1,292

Retained Earnings (Accumulated deficit)

     2,745        (170

Treasury stock, at cost; 50,400 shares of Common Stock

     (328     (328
                

Total Cohen & Company Inc. stockholders’ equity

     59,307        56,341   

Noncontrolling interest

     23,226        21,310   
                

Total stockholders’ equity

     82,533        77,651   
                

Total liabilities and stockholders’ equity

   $ 310,628      $ 299,442   
                
CALCULATION OF FULLY DILUTED BOOK VALUE PER SHARE (1)   

Total stockholders’ equity

   $ 82,533      $ 77,651   

Common shares outstanding

     10,421        10,293   

Cohen Brothers, LLC convertible membership units outstanding

     5,284        5,284   
                

Total shares and units outstanding (2)

     15,705        15,577   
                

Fully Diluted Book Value Per Share

   $ 5.26      $ 4.98   
                

 

(1)

Fully diluted book value per share assumes all units of Cohen Brothers not already owned by the Company are converted into Company shares.

(2)

Shares and units outstanding are as of the last day of the relevant period and not a weighted average.

 

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Non-GAAP Measures

Enterprise net income (loss) and enterprise net income (loss) per fully diluted share

Enterprise net income (loss) is not a financial measure recognized by generally accepted accounting principles (“GAAP”). Enterprise net income (loss) represents net income (loss) computed in accordance with GAAP, adjusted for (i) any additional corporate tax expense that would have been incurred if all redeemable noncontrolling interest units in Cohen Brothers, LLC, our majority owned subsidiary (“Cohen Brothers”), were exchanged for shares of the Company as of the first day of the relevant reporting period; and (ii) any noncontrolling interest of subsidiaries of Cohen Brothers. Enterprise net income (loss) per fully diluted share is calculated by taking enterprise net income (loss) and dividing it by fully diluted shares outstanding calculated in accordance with GAAP.

We present enterprise net income (loss) and related per fully diluted share amounts in this release because we consider them to be useful and appropriate supplemental measures of our performance. The Company holds a 66.2% interest in Cohen Brothers, its main operating subsidiary. The holders of the remaining 33.8% interest in Cohen Brothers can, under certain circumstances, convert their units of Cohen Brothers on a one-for-one basis to shares of the Company. Enterprise net income (loss) and related per fully diluted share amounts calculate what net income and net income per fully diluted share would be if the holders of Cohen Brothers units had exercised their rights to convert into Company shares as of the first day of the relevant reporting period. Enterprise net income (loss) and related per fully diluted share amounts, as we define them, are not necessarily comparable to similarly entitled measures of other companies and may not be appropriate measures for performance relative to other companies. Enterprise net income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) prepared in accordance with GAAP. Enterprise net 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.

Adjusted operating income (loss) and adjusted operating income (loss) per fully diluted share

Adjusted operating income (loss) is not a financial measure recognized by GAAP. Adjusted operating income (loss) represents operating income (loss), computed in accordance with GAAP, before depreciation and amortization, impairments of intangible assets, and share-based compensation expense. The items that have been excluded from adjusted operating income (loss) are non-cash items. Adjusted operating income (loss) per fully diluted share is calculated, by dividing adjusted operating income (loss) by fully diluted shares outstanding calculated in accordance with GAAP.

We present adjusted operating income (loss) and related per fully diluted share amounts in this release because we consider them to be useful and appropriate supplemental measures of our performance. Adjusted operating income (loss) and related per fully diluted share amounts help us to evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash impact on our current operating performance. In addition, our management uses adjusted operating income (loss) and related per fully diluted share amounts to evaluate the performance of our operations. Adjusted operating income (loss) and related per fully diluted share amounts, as we define them, are not necessarily comparable to similarly entitled measures of other companies and may not be appropriate measures for performance relative to other companies. Adjusted operating income (loss) should not be assessed in isolation from or construed as a substitute for operating income (loss) prepared in accordance with GAAP. Adjusted operating 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.

Joseph W. Pooler, Jr., 215-701-8952

Chief Financial Officer

investorrelations@cohenandcompany.com

  

Joele Frank, Wilkinson Brimmer Katcher

James Golden, 212-355-4449

jgolden@joelefrank.com

 

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