EX-99.1 3 dex991.htm PRESENTATION Presentation
Building Greater Opportunities
for Profitable and Sustained Growth
May 2010
Exhibit 99.1


2
Forward-Looking Statements
This presentation 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”
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.
In
particular,
these
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, (g) competitive pressure, and (h) a
potential
“Ownership
Change”
under
Section
382
of
the
Internal
Revenue
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.


3
Table of Contents
Page
1.
Overview of Cohen & Company
4
2.
Cohen & Company’s Businesses
A.
Capital Markets
11
B.
Asset Management
15
3.
Financial Summary
17
4.
Summary
25


Section 1
Overview of Cohen & Company


5
Overview
Founded in 1999 as small-cap financials investment bank.
Participated actively in helping banks and insurance companies issue trust preferred securities
($11.4 billion issued).
Two
main
operating
businesses
capital
markets
and
asset
management.
Specialist
in
credit-related
fixed
income
one
of
the
largest
and
most
profitable
areas
of
the
capital markets.
Consistent
and
diversified
base
of
revenue
and
profitability
-
asset
management
base
fee
income
and core trading.
Pursuing higher margin businesses: new issue, advisory, big ticket trading, and principal
transactions.
Merged with Alesco
Financial Inc. in December 2009.
Listed on the NYSE Amex under the symbol “COHN.”
Headquartered in Philadelphia, additional offices in Boston, Chicago, London, Los Angeles, New
York, Paris, San Francisco, Washington DC, among other locations.
Approximately 150 employees.
Transactional & Management Expertise in Credit Fixed Income Sector


6
Key Investment Highlights
Capitalizing on dislocation of current markets and focusing on serving clients and investors.
A significant market participant in secondary trading of credit-related fixed income investments.
Generating diversified revenue from institutional sales and trading, asset management and
principal investing with significant recurring revenue streams from asset management.
Winning new asset management business and marketing new investment funds.
Disciplined business model with low fixed cost structure as result of pay for performance,
variable compensation system.
Efficient, scalable operations allow quick expansion into new asset classes without significant
incremental cost.
Management interests aligned with stockholders through significant stock ownership.
Significant NOLs ($48 million) and NCLs ($69 million) can be used to offset taxable income.
Nimble Market Position Represents Strong Opportunity to Drive Value


7
Key Strengths
Revenue Diversification
Revenue diversified by operating business line and asset class.
New issue, secondary trading, asset management, and principal investing capabilities.
Deep Experience
Proven ability to attract new talent, reposition existing talent, and grow company in challenging
environment.
Relationships with small and mid-sized banks (400+), insurance companies (150+), and regional
broker
dealers
(400+)
that
are
potential
sources
of
advisory
and
trading
revenue.
Trading relationships with over 550 institutional fixed income managers.
Team includes 96 capital markets professionals and 27 asset management professionals with
years of experience and relationships in the marketplace.
Strong Financial Position
Substantial cash and available credit.
Minimal debt maturities within the next year.
Management contract rights are valuable off-balance sheet assets.
Streamlined Cost Structure
Low fixed cost structure.
Substantially all fixed cash costs covered by recurring revenue.
18.5% non-compensation operating expense ratio in 1Q10 (excluding D&A).
Poised to Continue to Grow as Capital Markets Improve


8
Opportunities for Growth
Sea change in fixed income and capital markets represents dynamic opportunity for experienced,
entrepreneurial players.
Scale
existing
businesses
credit
trading,
global.
Start
up
new
businesses
CDs,
small
ticket
fixed
income,
equity
derivatives.
Add
new
asset
classes
municipals,
emerging
markets.
Start new investment funds and increase separate accounts business.
Asset management incentive fees.
Credit
default
swaps
become
accessible
legislation
pending.
New issue, including securitization, returns.
Potential acquisitions.
Positioned for Rapid Expansion


9
Diversified, Recurring Revenue Streams
Diverse
asset
class
expertise
in
institutional
sales
and
trading
includes:
High grade corporate bonds.
High yield corporate bonds and loans.
Mortgage and asset backed securities.
Collateralized bond and loan obligations.
Commercial mortgage backed securities.
Hybrid capital of financial institutions (trust preferred securities).
Mortgage loans.
Brokered deposits.
Senior management fees on structured asset management vehicles provide recurring revenue
stream; current monthly run-rate approximates $1.2 million.
Manage $14.8 billion of structured investment products.
Focused
on
growing
$680
million
of
net
asset
value
of
investment
funds,
separate
accounts,
and
permanent capital vehicles.
Diverse Revenue Base Provides Stability


10
Compensation Philosophy for Long-Term Success
Compensation structure designed to:
Attract and retain employees.
Pay for performance.
Provide ownership incentive to align interests with stockholders.
Ownership achieved primarily through Restricted Stock Units (RSUs) and continuing ownership
of existing Cohen members.
Significant employee ownership of the Company.
Significant portion of equity / cash compensation is variable and dependent upon performance.
Targeting cash compensation ratio to approximate 65% in any year.
Company Culture Supports Stockholder Value Creation


Section 2A
Cohen & Company’s Businesses: Capital Markets


12
A Significant Market Participant in Secondary Trading of
Credit Fixed Income Investments
Sales and trading professionals have grown from 6 at the beginning of 2008 to 85 currently.
Net trading revenue has increased from $0.7 million in 1Q08 to $22.8 million in 1Q10.
Notional
amount
of
securities
traded
has
grown
from
$267
million
in
1Q08
to
$6.2
billion
in
1Q10.
Active trading clients have increased from 41 in 1Q08 to 278 in 1Q10.
Total transactions have grown from 40 in January 2008 to 2,656 in March 2010.
Net Trading Revenue ($ in millions)
$4.0
$0.2
$18.2
$44.2
$91.1
$0
$25
$50
$75
$100
2006
2007
2008
2009
1Q10
Annualized
Increasing Company Footprint in Marketplace


13
Capitalizing on the opportunities in current markets
Hiring the best available talent and increasing intellectual capital.
Recent hires have prior experience at:
Barclays
Bear Stearns
BNP Paribas
Credit Suisse
Deutsche Bank
DLJ
Goldman Sachs
HSBC
Developing new client relationships now possible due to market disruption.
Focusing on serving clients and investors
Broadening product offerings across the fixed income spectrum.
Expanding
geographic
presence
with
new
office
in
Los
Angeles
and
larger
office
in
London.
Using Market Rebuilding to Our Advantage
Jefferies
JP Morgan
Lehman Brothers
Merrill Lynch
Morgan Stanley
Piper Jaffray
Rabobank
UBS
Gaining Market Share During Recent Market Disruption


14
Growth Opportunities in Capital Markets
Consolidation and cutbacks by competitors resulting in market share gains.
Differentiated from firms with no capital.
Obtaining additional institutional investor client base.
Increasing revenue per account.
Continuing to add new product lines.
Growing advisory and new issue businesses.
Potential increased revenue if:
Securitization grows again.
Capabilities exist now to underwrite new transactions.
Clients are active in secondary trading.
Credit Default Swaps (“CDS”) move to an exchange or other “open architecture.”
Well Positioned for Long-term Growth in Substantial Market


Section 2B
Cohen & Company’s Businesses: Asset Management


16
Market Opportunity
Alternative asset management model provide recurring management fees and profit participation
through incentive fees.
Deep Value alternative investment funds (established 4Q08) annualized life-to-date returns of
22.2%.
Brigadier alternative investment fund (established 2Q06) with life-to-date returns of 74%,
representing an annualized return of 16%.
Increase market share through:
Growing existing investment funds and separately managed accounts by capitalizing on
superior performance.
Creating new investment funds within areas of expertise.
Pursuing potential acquisitions and asset management contract roll-up to add to
existing platform.
Believe
a
significant
percentage
of
CLO
managers
have
fewer
than
five
funds.
Small
number
of
contracts
is
difficult
to
sustain
on
independent
platform.
Significant Market to Capture in Asset Management Segment


Section 3
Financial Summary


18
1Q10 net trading revenue of $22.8
million, a 101% increase over prior year
quarter.
Comp as a % of revenue in 2010 is
projected to be 65-70% during this
period of significant hiring of investment
professionals in capital markets.
Pay for performance.
Variable compensation structure.
1Q10 non-comp expenses as a % of
revenue of 18.5%, excluding
depreciation & amortization.
Efficient, scalable operations.
Low fixed-cost structure.
Targeting annual run-rate of $24-
$26 million.
1Q10 operating income of $6.2 million,
adjusted operating income of $7.7
million.
(1)
Total operating expenses in accordance with Generally Accepted Accounting
Principals (GAAP) excluding compensation & benefits and depreciation &
amortization.
(2)
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. See reconciliation
table on page 24.
Statements of Operations
Improving Financial Performance
COHEN P&L  ($000s)
1Q09
2Q09
3Q09
4Q09
1Q10
New issue
227
$     
518
$     
480
$  
591
$     
668
$   
Asset management
9,299
7,614
6,871
7,364
6,770
Principal transactions & other
(3,924)
2,620
6,311
1,950
11,527
Net trading
11,317
9,694
10,907
12,247
22,768
Total revenue
16,919
20,446
24,569
22,152
41,733
Compensation and benefits
17,439
16,656
18,762
17,662
27,131
% of Total Revenue
103%
81%
76%
80%
65%
Non-comp operating expenses
(1)
5,164
4,959
4,768
7,245
7,709
Depreciation & amortization
654
635
630
624
643
Operating income (loss)
(6,337)
(1,805)
410
(3,379)
6,249
% of Total Revenue
-37%
-9%
2%
-15%
15%
Non-operating expense (income)
1,080
1,126
817
(2,342)
1,689
Net income
(7,417)
(2,931)
(407)
(1,037)
4,561
Less: Non-controlling interest
-
-
-
(87)
1,646
Net inc attributable to COHN
(7,417)
$
(2,931)
$
(407)
(950)
$   
2,915
$
% of Total Revenue
-44%
-14%
-2%
-4%
7%
Earnings per share
(0.77)
$  
(0.30)
$  
(0.04)
$
(0.10)
$  
0.28
$  
Fully-diluted earnings per share
(0.77)
$  
(0.30)
$  
(0.04)
$
(0.10)
$  
0.28
$  
Basic shares
9,612
9,612
9,612
9,723
10,318
Fully-diluted shares
9,612
9,612
9,612
9,723
15,602
Adjusted operating income (loss)
(2)
(4,649)
$
(67)
$     
2,138
$
568
$     
7,692
$
Per fully-diluted share
(2)
(0.48)
$  
(0.01)
$  
0.22
0.06
$   
0.49
$  


19
Statements of Operations Charts
   Net Revenue ($000s)
$16,919
$20,446
$24,569
$22,152
$41,733
$0
$10,000
$20,000
$30,000
$40,000
$50,000
1Q09
2Q09
3Q09
4Q09
1Q10
Adjusted Operating Income (Loss) (1) ($000s)
($4,649)
($67)
$2,138
$568
$7,692
($6,000)
($3,000)
$0
$3,000
$6,000
$9,000
1Q09
2Q09
3Q09
4Q09
1Q10
Net Income (Loss) ($000s)
($7,417)
($2,931)
($407)
($1,037)
$4,561
($8,000)
($6,000)
($4,000)
($2,000)
$0
$2,000
$4,000
$6,000
1Q09
2Q09
3Q09
4Q09
1Q10
    Comp as a % of Revenue
103%
81%
76%
80%
65%
0%
20%
40%
60%
80%
100%
120%
1Q09
2Q09
3Q09
4Q09
1Q10
(1)  See non-GAAP information and reconciliation table on page 24.


20
Balance Sheets
(1)
Includes non-controlling interest.
(2)
See cautionary note regarding financial statements.
Key Off-Balance Sheet Assets
NOLs
and NCLs
(2)
Approximately $48 million of NOLs
and $69 million of NCLs
as of
December 31, 2009.
NOLs
and NCLs
are not currently
limited by Section 382 of the Internal
Revenue Code of 1986, as amended.
Current tax expense is made up only
of state, local, and foreign taxes
because NOLs
and NCLs
can be used
to offset taxable income generated
during 2010.
Asset Management Contracts
Providing a steady stream of fee
income.
Can be monetized in certain
circumstances.
COHEN BALANCE SHEET ($000s)
3/31/10
12/31/09
Cash and cash equivalents
29,180
$         
69,692
$         
Receivables from:
Brokers, dealers, 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 agmts
75,826
20,357
Goodwill
9,551
9,551
Other assets
25,224
14,989
Total Assets
310,628
$       
299,442
$       
Payables to:
Brokers, dealers, clearing agencies
2,425
$           
13,491
$         
Related parties
34
-
Accounts payable & other
13,659
13,039
Accrued compensation
15,089
7,689
Trading securities sold, not yet purch
110,229
114,712
Securities
sold
under
repurch
agmt
28,964
-
Deferred income taxes
10,655
10,899
Debt
47,040
61,961
Total Liabilities
228,095
221,791
Stockholders' equity
(1)
82,533
77,651
Total Liabilities & Equity
310,628
$       
299,442
$       
Fully-diluted book value per share
5.26
$              
4.98
$              


21
Peer Group Market Statistics
(1)
For BPSG, excludes severance expense for former CEO and CFO.
(2)
To provide a more meaningful comparison, ratio of Price to Annualized Revenue is NM if negative or greater than 50x.
Significantly Undervalued Compared to Peers
($ in MMs
except per share)
COHN
BPSG
COWN
FBCM
JMP
KBW
OPY
RODM
Average
Current Price
4.93
$    
3.38
$     
4.57
$     
4.23
$     
6.72
$     
25.14
$  
26.10
$  
2.70
$    
Current Market Cap
77
$        
436
$       
341
$       
265
$       
146
$       
892
$     
348
$     
95
$        
360
$     
Last Quarter Tangible Book
84
$        
226
$       
422
$       
301
$       
128
$       
463
$     
288
$     
62
$        
270
$     
Price/Tangible Book
0.9 x
1.9 x
0.8 x
0.9 x
1.1 x
1.9 x
1.2 x
1.5 x
1.3 x
Last Quarter Revenue
42
$        
79
$         
56
$         
44
$         
25
$         
133
$     
247
$     
28
$        
88
$        
Annualized
167
$     
317
$       
225
$       
177
$       
101
$       
533
$     
987
$     
111
$     
350
$     
Price/Annualized Revenue
0.5 x
1.4 x
1.5 x
1.5 x
1.4 x
1.7 x
0.4 x
0.9 x
1.2 x
Last Quarter Net Income
(1)
5
$          
11
$         
(13)
$       
(8)
$          
2
$           
12
$        
9
$          
2
$          
2
$          
Annualized
18
$        
44
$         
(52)
$       
(33)
$       
7
$           
46
$        
37
$        
8
$          
8
$          
Price/Annualized Earnings
(2)
4.2 x
9.9 x
NM
NM
21.2 x
19.2 x
9.5 x
11.4 x
14.2 x
Fully-diluted Last Quarter EPS
0.28
$    
0.09
$     
(0.18)
$    
(0.13)
$    
0.08
$     
0.32
$    
0.66
$    
0.06
$    
0.13
$    
ROE
21.6%
19.6%
-12.3%
-11.0%
5.4%
10.0%
12.8%
13.4%
3.0%
Financial Information as of:
3/31/10
Market Data as of:
5/21/10
Key Comp Group


22
Peer Group Market Statistics
(1)
To provide a more meaningful comparison, ratio of Price to Annualized Revenue is NM if negative or greater than 50x.
($ in MMs except per share)
COHN
EVR
GFIG
GHL
JEF
LAZ
MF
PJC
SF
Average
Current Price
4.93
$     
31.72
$    
5.87
$      
69.91
$    
23.35
$    
32.27
$   
7.99
$     
33.38
$   
52.69
$   
Current Market Cap
77
$         
543
$        
702
$        
2,060
$    
4,010
$    
2,900
$   
971
$      
693
$      
1,630
$   
1,689
$   
Last Quarter Tangible Book
84
$         
236
$        
246
$        
199
$        
2,281
$    
253
$      
1,068
$   
695
$      
721
$      
712
$      
Price/Tangible Book
0.9 x
2.3 x
2.9 x
10.4 x
1.8 x
11.5 x
0.9 x
1.0 x
2.3 x
4.1 x
Last Quarter Revenue
42
$         
88
$          
221
$        
49
$          
581
$        
438
$      
240
$      
110
$      
312
$      
255
$      
     Annualized
167
$      
351
$        
883
$        
195
$        
2,325
$    
1,753
$   
962
$      
438
$      
1,248
$   
1,019
$   
Price/Annualized Revenue
0.5 x
1.5 x
0.8 x
10.5 x
1.7 x
1.7 x
1.0 x
1.6 x
1.3 x
2.5 x
Last Quarter Net Income
5
$           
2
$            
13
$          
1
$            
74
$          
(34)
$       
(97)
$       
1
$           
24
$         
(2)
$         
     Annualized
18
$         
8
$            
54
$          
2
$            
296
$        
(134)
$     
(386)
$     
2
$           
95
$         
(8)
$         
Price/Annualized Earnings
(1)
4.2 x
NM
13.1 x
NM
13.5 x
NM
NM
NM
17.2 x
14.6 x
Fully-diluted Last Quarter EPS
0.28
$     
0.09
$      
0.11
$      
0.02
$      
0.36
$      
0.46
$     
(0.78)
$   
0.03
$     
0.68
$     
0.12
$     
ROE
21.6%
3.4%
21.8%
1.0%
13.0%
-53.1%
-0.4 x
0.3%
13.2%
-1.1%
Financial Information as of:
3/31/10
Market Data as of:
5/21/10
Additional Comps
Significantly Undervalued Compared to Peers


23
Cautionary Note Regarding Financial Statements
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 net operating loss carryovers (“NOLs”) will begin to expire in 2029 and
the net capital loss carryovers (“NCLs”) will begin to expire in 2012. No assurance can be provided
that the Company will have future taxable income or future capital gains to benefit from these NOLs
and NCLs.  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 carry-forwards for the remainder of the carry-forward period, and such NOLs and NCLs
would be eligible for use to offset taxable income for years within the carry-forward period subject
to the Section 382 Limitation in each year. However, if the carry-forward 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.


24
Non-GAAP Measures
1Q09
2Q09
3Q09
4Q09
1Q10
Operating income (loss)
(6,337)
$
(1,805)
$
410
$   
(3,379)
$
6,249
Per fully-diluted share
(0.66)
$   
(0.19)
$   
0.04
$  
(0.35)
$   
0.40
$   
Operating income (loss)
(6,337)
$
(1,805)
$
410
$   
(3,379)
$
6,249
Stock comp expense
1,034
    
1,103
    
1,098
  
3,322
    
800
       
Depreciation & amortization
654
        
635
        
630
      
624
        
643
       
Adjusted operating income (loss)
(4,649)
$
(67)
$      
2,138
$
568
$      
7,692
Per fully-diluted share
(0.48)
$   
(0.01)
$   
0.22
$  
0.06
$    
0.49
$   
Fully-diluted shares
9,612
    
9,612
    
9,612
  
9,723
    
15,602
 
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
presentation 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. The following table includes a reconciliation of operating income
(loss) to adjusted operating income (loss), and the related per fully-diluted share amounts. 


Section 4
Summary


26
Cohen & Company Summary
Poised to Deliver Strong Returns in Years Ahead
Capitalizing on reorganization of current markets and focusing on serving clients and investors.
A significant market participant in secondary trading of credit-related fixed income investments.
Growing, independent firm specializing in credit-related fixed income investments.
Diversified revenue: institutional sales and trading, asset management, and principal investing.
Disciplined business model with low fixed cost structure as a result of pay for performance.
Management’s interests aligned with stockholders through significant stock ownership.
Pursuing strategic opportunities via additional talent and revenue / earnings streams.
Asset
management
contracts
represent
substantial
off
balance
sheet
assets
providing
a
steady
stream of recurring fee income.