Cohen & Company Inc (COHN) 2021 Q2 法說會逐字稿

Good morning, ladies and gentlemen, and welcome to the Cohen & Company Second Quarter 2021 Earnings Call. My name is Leo, 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 the 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 the call, and the company undertakes no obligation to update such forward-looking statements to reflect subsequent events or circumstances. Cohen & Company advises you to read the cautionary note regarding forward-looking statements and its earnings release in the 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, Cohen & Company.

Thank you, Leo. And thanks, everybody, for joining us for our second quarter 2021 earnings call. With me on the call is Joe Pooler, our CFO.

Our strategic initiatives in asset management, SPACs and Gestational repo trading continued to favorably impact our results, although our second quarter revenue was impacted by negative mark-to-market adjustments on the company's principal investments. Two sponsors in which we have equity method investments closed their related business combinations, generating $5.5 million in income for the company during the quarter. Our investment banking pipeline is picking up, and we recently hired a group of experienced professionals to launch a commercial real estate origination and securitization business.

In addition, we are pleased to announce the reinstatement of a quarterly cash dividend, which will allow us to return capital to our shareholders while continuing to invest in the company's growth initiatives. We continue to believe in the -- that the initiatives underway will generate long-term value for our shareholders and we remain focused on enhancing stockholder value.

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

Thank you, Lester.

We'll start with our statement of operations. Our net income attributable to Cohen & Company Inc. shareholders was $1.7 million for the quarter or $1.21 per fully diluted share, compared to $9.4 million for the prior quarter or $6.98 per fully diluted share and $900,000 for the prior year quarter or $0.69 per diluted share.

Our adjusted pretax income was $3.7 million for the quarter compared to $37.6 million for the prior quarter and $4.4 million for the prior year quarter. Note that adjusted pretax income is not a measure recognized under U.S. generally accepted accounting principles. See our disclosures, calculations and reconciliations surrounding adjusted pretax income in our earnings release.

The changes in our second quarter 2021 earnings measurements and revenues compared to first quarter 2021 were significantly impacted by the closing of our second sponsored SPACs business combination in the first quarter. The Metromile-insurance SPAC II merger, which closed in February of '21.

Net trading revenue came in at $18.4 million in the second quarter, down $800,000 from the first quarter and down $1.6 million from the second quarter of '20. The decreases were primarily the result of decreased trading from our wholesale, corporate and GCF repo trading groups. On a favorable note, our Gestation repo revenue continued to grow with quarterly revenue of $11.8 million on quarter ending repo balances of $3.8 billion.

Second quarter 2021 principal transactions and other revenue was negative $11 million, which included $12.8 million of negative revenue related to mark-to-market principal transaction losses on Metromile stock. Note that this $12.8 million of negative principal transactions revenue in the current quarter is offset by a $9 million credit recorded in the net loss attributable to the nonconvertible noncontrolling interest line item as the consolidated subsidiary where the unfavorable mark-to-market losses were recorded, had noncontrolling interests, which have been allocated approximately 70% of the negative mark-to-market. By the end of the quarter, the related consolidated subsidiary had become wholly owned and the noncontrolling interests have received via distribution their allocated shares of Metromile.

As a reminder, the merger between Metromile and the company's second sponsored insurance SPAC closed in February 21 and generated $73.2 million of principal transactions revenue in the first quarter. Principal transactions revenue includes all gains and losses and income earned on our $66.7 million investment portfolio classified as other investments at fair value on our balance sheet. This investment portfolio has increased recently due to our SPAC portfolio growing as our SPAC franchise expands. The investment portfolio includes $22.2 million of Metromile stock at June 30, and the portfolio also includes $16 million of Shift stock at June 30. Of the $22.2 million of Metromile stock, all $22.2 million is currently restricted from sale in accordance with the terms we've disclosed in previous filings. And of the $16 million of Shift stock, $13.8 million is currently restricted from sale in accordance with terms we've previously disclosed.

Compensation and benefits expense for the second quarter of '21 was $14.2 million. Compensation as a percentage of revenue was 141% in the quarter. This high percentage was substantially impacted by the $12.8 million in negative mark-to-market adjustments related to Metromile. Again, a reminder, 70% back in the net loss attributable to the nonconvertible noncontrolling interest.

The number of Cohen employees at the end of June was 109 compared to 98 at the end of March and 94 at the end of the prior year June.

Net interest expense for the quarter was $1.8 million, including $652,000 on our 2 trust preferred debt instruments, $588,000 on our senior notes, $476,000 on our redeemable financial instruments and 66,000 on our credit line. In the first quarter of '21, we repaid in full the remaining $4 million redeemable financial instrument supporting our GCF repo business.

In the second quarter of '21, other nonoperating income was $2.1 million, which represents the forgiveness of 98% of our Paycheck Protection Program loan that was funded in May of '20 and forgiven by the SBA in June of '21. Income from equity method affiliates during the quarter totaled $5.5 million, which was primarily driven by income from our equity method investments in the sponsors of 2 SPACs, which closed their business combinations during the second quarter of '21. The increased value of the founder shares held by the sponsors of these 2 SPACs, of which we are entitled to an allocation from the sponsors, generated $5.5 million of income from equity method investments in the second quarter.

In summary, despite a quarterly revenue of only $10.1 million, which was driven down by the $12.8 million gross negative mark-to-market on our consolidated SPAC sponsors Metromile position. Below-the-line income and credits from 3 items, in particular, allowed us to generate positive earnings, namely the noncontrolling interest, $9 million share of the negative $12.8 million of revenue; the $5.5 million of income on equity method investments related to the founder shares; and our $2.1 million PPP loan forgiveness other income line items. So these items collectively helped us to generate positive net income attributable to Cohen & Company Inc. shareholders and positive adjusted pretax income, $1.7 million and $3.7 million, respectively.

In terms of our balance sheet, at the end of the quarter, total equity was $126.4 million compared to $101.4 million at the end of the year. The nonconvertible noncontrolling interest component of total equity was $7.7 million at the end of the quarter and $27.8 million at the end of the year. Thus, the total equity, excluding the nonconvertible noncontrolling interest was $118.8 million at the end of the quarter, a $45.1 million increase from $73.6 million at the end of the year. Consolidated corporate indebtedness was carried at $45.4 million, and our redeemable financial instruments were carried at $8 million.

We've declared a dividend of $0.25 per share, which will be payable on August 27, 2021, to stockholders of record on August 13. 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 will turn it back over to Lester.

Thank you, Joe.

And thank you all for joining our call today. Please direct any off-line investor questions to Joe Pooler at (215) 701-8952 or via e-mail at investorrelations@cohenandcompany.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 -- again for joining us today.

(Operator Instructions)

And it appears, gentlemen, that there are no further questions at this time.

Okay. Great. Thanks, guys, for joining the call today, and we look forward to speaking to you next quarter. Have a good day.

This does conclude today's conference. You may now disconnect your lines, and everyone, have a good day.