Cohen & Company Inc.

Good morning, ladies and gentlemen, and welcome to the Cohen & Company's first quarter 2024 earnings call. My name is Maria, 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 security 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 earning release and in its most recent annual report on Form 10-K filed with SEC. Earlier today, Cohen & Company issued a press release announcing first quarter 2024 financial results. Today's discussion is complementary to that press release, which is available on the company's website at cohenandcompany.com. This conference call is being recorded, and a replay of it will be available for three days, beginning shortly at the conclusion of this call. The company's remark also includes 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 the 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 Brathman, Chief Executive Officer of Cullinan Company. Please go ahead.

Thank you, Maria, and thank you, everyone, for joining us on our first quarter 2024 earnings call. With me on the call is Joe Pooler, our CFO. Look, we are pleased to report that our second consecutive quarter of strong earnings with a quarter-adjusted pre-tax income of $7.7 million and earnings per share of $1.28 million. 2024 is really off to a great start. Coupled with our strong fourth quarter, we have now generated over $24 million of adjusted pre-tax income and $4.25 of earnings per share in the last six months, which is actually 65% of our current share trading price. Despite the challenging market environment, we continue to invest in our full-service boutique investment banking operation, Cohen & Company, which we refer to as CCCM. During the past two years, we have repositioned the firm with a focus on CCCM, and are beginning to see our robust pipeline delivering through the income statement. We're particularly proud of the fact that over the last 12 months, CCM has been the leading advisor for all of these SPACs. The CCM team has grown to 23 professionals and has developed a reputation for creatively solving capital market problems with all clients. Although deal execution and closing timeliness remain extended, we have strong momentum moving forward in 2024, which you can see in our results. CCM has generated over $24 million of advisory revenue in the first quarter. In addition to the strong CCM performance, we recognize substantial income from our equity method investments and the sponsors of six SPACs that closed their business combinations during the quarter. This income from equity method affiliates was offset by charges that are non-convertible, non-controlling interest line item. Nevertheless, the net of the two items remained positive for the quarter. Look, we have put a lot of effort into the SPAC space over the last few years, and I'm really pleased that all this effort is starting to pay off, and we're seeing some monetization of that effort. While we don't expect the SPAC market to boom like it was in 2020 and 2021, we do feel that it is here to stay as a viable alternative for companies to access the public markets. The effort that we have put in has really entrenched us in that space, and we believe we will continue to maintain our leadership position going forward. So, in addition to our investment banking business and capital markets, we also revisit our trading businesses. So, that is also off to a strong start, up 26% from the fourth quarter of 2023. So, we're in the process of transitioning this business from a wholesale business, which is really a dealer-to-dealer business, to a middle markets business, where we serve kind of smaller institutions that are underserved by large accounts. We feel there's a lot of opportunity in this space given how larger firms are looking up towards larger accounts, and a lot of the smaller boutiques are cutting back in terms of headcount, leaving a large swath of clients that are really looking for service on a professional basis. To that end, in January, we hired George Holstead as the head of our numeral markets group, and we have since hired four additional traders and two salespeople into that area. We've also hired, that is at the end of the quarter, we've also hired another one this weekend to make it three salespeople. As we continue to build our talented team, we anticipate that the mill markets group will contribute to profitability in the coming quarters. On the asset management side, the fourth quarter was a little bit quiet, and we're hoping to have a couple projects that we can talk about in the following quarters to come. Although our overall results were strong, we continue to experience unfavorable volatility and negative mark-to-market adjustments in our principal investing portfolio. In certain cases, we received investment banking consideration, investment assets, and those assets have subsequently fallen in value. This has contributed to the negative volatility in principal transactions. Equity value of post-business combination SPACs has continued to decline, leaving many of the founder shares we received representing our income from the equity method affiliates to decrease in value, negatively impacting the equity method and the principal transaction line items. Look, we anticipate this. There's a couple of things on this. We anticipate this going forward. We'll continue until this kind of brings itself through the system and our pipeline kind of gets back to a little bit more cash heavy. And also it's not like, you know, a lot of this was done, a lot of these investments were done for services rendered, so it's not as if we've invested the capital and are losing capital on the side of these investments, which is a little bit kind of misleading in our principle of transaction line. So... Um, so really when I look at our business, um, I look kind of looking past the volatility of our principal investment segment and looking more towards the long-term value we're trading, um, in both the capital markets area of our business, investment banking and in trading, as well as our asset management business, which will, again, we'll talk about the next, next quarter or two. So, but we're, we're excited about the overall momentum we're building, um, and the opportunity we have to grow our top line revenue and profitability. We will continue to invest prudently in revenue-generating talent and additional diversification of our offerings. Moving forward, we may focus on enhancing stockholder value and continue to pay our quarterly dividend. Now I will turn it over to Joe to walk through this quarter's financial highlights.

Thank you, Lester. I will begin with a discussion of our operating results for the quarter. Our first quarter earnings follow a strong fourth quarter and represent an excellent start to fiscal 24. Our net income attributable to Cohen & Company, Inc. was $2 million for the quarter, or $1.28 per fully diluted share, compared to net income of $4.5 million for the prior quarter, or $2.97 per fully diluted share, and compared to net loss of $2.6 million for the prior year quarter, or $1.77 per fully diluted share. Our adjusted pre-tax income was $7.7 million for the quarter compared to adjusted pre-tax income of $16 million for the prior quarter and adjusted pre-tax loss of $9.6 million for the prior year quarter. As a reminder, adjusted pre-tax income 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 our primary operating subsidiary, Cohen & Company LLC, which is a consolidated subsidiary of Cohen & Company, Inc. As Lester mentioned, we have generated in excess of $23 million of adjusted pre-tax income and $4.25 of earnings per share over the last six months. New issue and advisory revenue was $24.4 million in the first quarter, an increase of $5.7 from the fourth quarter, and $23.5 million from the year-ago quarter. CCM closed 13 deals and generated all of the new issue and advisory revenue in the quarter. Net trading revenue came in at $9.8 million in the first quarter, up $2 million from the fourth quarter, and $1.6 million from the first quarter of 23. The increase from both of the prior quarters was due primarily to higher trading revenue from our corporate and mortgage groups. Our asset management revenue totaled $2.7 million in the quarter, which was up $800,000 from the prior quarter and $700,000 from the prior year quarter. The increase from the prior quarters was due primarily to a deferred performance fee in one of our pride funds that was recorded in the current quarter. First quarter principal transactions and other revenue was negative $18.4 million, primarily due to mark-to-market adjustments on our principal investments related to our involvement in the SPAC market as a sponsor, asset manager, investor, and advisor, 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 founder shares we received to decrease in value, negatively impacting the principal transactions line. In addition, in certain cases, we receive investment banking consideration from D-SPAC clients in the form of investment assets, and those investment assets have subsequently fallen in value. We anticipate that there will continue to be some volatility in our principal portfolio and our operating results going forward. as a result of that volatility. Principal transactions includes all gains and losses and income earned on our $39.3 million net investment portfolio on the balance sheet. Compensation and benefits expense for the quarter was $14.8 million, which was down from the prior quarter and up from the prior year quarter, primarily due to the fluctuations in revenue income from equity method affiliates, net of our convertible non-controlling interest, and the related impact on variable incentive compensation. The number of company employees was 116 at the end of the first quarter compared to 118 at the end of the year. Net interest expense for the quarter was $1.7 million, including $1.2 million on our two trust preferred debt instruments, $127,000 on our senior notes, $19,000 on our credit line and $359,000 on our redeemable financial instrument. Income from equity method affiliates during the first quarter totaled $29 million. This amount included $32.7 million of income from our equity method investments in the sponsors of six SPACs that closed their business combinations during the quarter and which resulted in an increase in the value of the founder shares to which we are entitled to an allocation from those sponsors. During the quarter, there was also an offsetting charge of $16.7 million related to these six SPAC closings recorded in the net income loss attributable to the non-convertible non-controlling interest. These non-convertible non-controlling interests represent ownership in certain of our consolidated subsidiaries by the portfolio managers of our current SPAC series funds. The charge is generally an offset to the amounts we record in our net income from equity method affiliates. In terms of our balance sheet, at the end of the quarter, total equity was 113.3 million compared to 91.8 million as of December 31. The non-convertible, non-controlling interest component of total equity was $25.9 million at the end of the quarter and $9.6 million at the end of the year. Thus, the total enterprise equity excluding this non-convertible, non-controlling interest component was $87.4 million at the end of the quarter, a $5.2 million increase from the $82 million at the end of the year. At quarter end, consolidated indebtedness was carried at $29.7 million, and our redeemable financial instruments were carried at $7.9 million. As Lester mentioned, we have declared a quarterly dividend of $0.25 per share payable on June 5th to stockholders of record as of May 20th. 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 other capital needs. With that, I'll turn it back over to Lester.

Thanks, Joe. Please direct any offline investor questions to Joe Pooler at 215-701-8952 or via email to investorrelations at conancompany.com. 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 you all for joining us today.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. It appears that there are no questions at this time. I would now like to turn the floor back over to Lester Brathman for closing comments.

Thanks, Maria. I am proud of our results in the first quarter, and I want to thank all our members and team members for the dedication, especially as we continue to face a challenging market environment. With strong performance over the last two quarters, we have great momentum across the business and are well positioned for the year ahead. Thanks again for enjoying the call and have a good day.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.