UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2019
COHEN & COMPANY INC.
(Exact name of registrant as specified in its charter)
Maryland |
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1-32026 |
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16-1685692 |
(State or other jurisdiction
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(Commission
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(IRS Employer
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Cira Centre
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19104 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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COHN |
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The NYSE American Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on March 10, 2017, Cohen & Company LLC (formerly IFMI, LLC), a majority owned subsidiary of Cohen & Company Inc. (formerly Institutional Financial Markets, Inc.), a Maryland corporation (the Company), entered into a Securities Purchase Agreement (the Purchase Agreement), by and among Cohen & Company, LLC and DGC Family Fintech Trust, a trust established by Daniel G. Cohen, and solely for purposes of Article VI and Sections 7.3, 7.4, 7.5 and 7.6 thereof, the Company. Mr. Cohen is the Chairman of the Companys Board of Directors and Chairman of the Board of Managers (the Board of Managers) of Cohen & Company LLC, President and Chief Executive of the Companys European Business, and President, a director and the Chief Investment Officer of the Companys indirect majority owned subsidiary, Cohen & Company Financial Limited.
Pursuant to the Purchase Agreement, the Company agreed to execute Amendment No. 3 (the LLC Agreement Amendment) to the Amended and Restated Limited Liability Company Agreement of Cohen & Company, LLC, dated as of December 16, 2009, by and among Cohen & Company, LLC and its members, as amended (the LLC Agreement), at such time in the future as all of the other members execute the LLC Agreement Amendment.
On October 30, 2019, each of the members of Cohen & Company, LLC executed the LLC Agreement Amendment. The LLC Agreement Amendment provides, among other things, that the Board of Managers will initially consist of Daniel G. Cohen, as Chairman of the Board of Managers, Lester R. Brafman (the Companys current Chief Executive Officer) and Joseph W. Pooler, Jr. (the Companys current Executive Vice President, Chief Financial Officer and Treasurer). The LLC Agreement Amendment also provides that Mr. Cohen will not be able to be removed from the Board of Managers or as Chairman of the Board of Managers other than for cause or under certain limited circumstances.
The foregoing description of the LLC Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the LLC Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2019, the Company issued a press release announcing the Companys financial results for the third quarter ended September 30, 2019. A copy of the earnings release is attached to this report as Exhibit 99.1.
The information hereunder shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
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Description |
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10.1* |
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99.1* |
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* Filed electronically herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COHEN & COMPANY INC. |
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Date: October 30, 2019 |
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By: |
/s/ Joseph W. Pooler, Jr. |
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Name: |
Joseph W. Pooler, Jr. |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
COHEN & COMPANY, LLC
AMENDMENT NO. 3 TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Cohen & Company, LLC, dated as of October 30, 2019 (Amendment No. 3), is entered into by and among each of the Members set forth on the signature pages hereto.
Background
On December 16, 2009, the Members entered into the Amended and Restated Limited Liability Company Agreement (the Amended and Restated Agreement) of Cohen & Company, LLC (formerly, IFMI, LLC, the Company). On June 20, 2011, the Members entered into Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Cohen & Company, LLC (Amendment No. 1). On May 9, 2013, the Members entered into Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of Cohen & Company, LLC (Amendment No. 2 and collectively with the Amended and Restated Agreement and Amendment No. 1, the Agreement).
Pursuant to Section 13.10 of the Agreement, the Members desire to amend certain provisions of the Agreement.
NOW, THEREFORE, intending to be bound hereby, the Members agree as follows:
1. Defined Terms. Terms that are used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
1.1 The definition set forth below is hereby added to Section 1.2 of the Agreement to be placed in proper alphabetical sequence.
Additional Units: the number of Units representing fifty percent (50%) of the votes entitled to be cast at any Meeting, plus one Unit, minus the number of Units owned by Parent as of the record date of such Meeting.
Convertible Secured Note: the Convertible Senior Secured Promissory Note, dated as of March 10, 2017, issued by the Company to DGC Family Fintech Trust in the aggregate principal amount of Fifteen Million Dollars ($15,000,000), with an interest rate of eight percent (8%) per annum.
Meeting: any meeting of the holders of Units, or any adjournment thereof or any other circumstances upon which a vote, agreement, consent (including unanimous written consents) or other approval is sought from the holders of Units.
2. Management and Control of Business; Authority of Board Members. Section 7.1 of the Agreement is hereby deleted and replaced in its entirety as follows:
Section 7.1 Management and Control of Business; Authority of Board Members. Management of the business and affairs of the Company and the Subsidiaries shall be vested in the Board of Managers, who may exercise all powers of the Company and perform or authorize the performance of all lawful acts which are not by the Act or this Agreement directed or required to be exercised or performed by the Members. The Board of Managers shall consist of three Managers. The Managers shall initially be Daniel G. Cohen (who shall be the Chairman of the Board of Managers), Lester R. Brafman and Joseph W. Pooler, Jr. A Manager may resign at any time for any reason or for no reason. Upon resignation of a Manager or other vacancy on the Board of Managers, a new Manager shall be elected by the Members by a Majority Vote. A Manager may be removed by the Company upon a Majority Vote, except as set forth in the following sentence. Notwithstanding any other provision of this Agreement, the Company shall not, without receiving advance written approval by Parent and a Majority Vote of the Designated Non-Parent Members, if any, remove Daniel G. Cohen as a Manager or as Chairman of the Board of Managers other than for cause.
3. Special Proxy Regarding Convertible Secured Note. Section 6.13 of the Agreement is inserted as follows:
Section 6.13 Special Proxy Regarding Convertible Secured Note. If following any conversion of all or any part of the Convertible Secured Note as provided therein, the Parent owns a number of Units representing less than a majority of the votes entitled to be cast at any Meeting, then for so long as the Parent owns a number of Units representing less than a majority of the votes entitled to be cast at any Meeting, each holder of any Units issued as a result of the conversion of the Convertible Secured Note (regardless of how such Units were acquired by such holder) hereby grants to and appoints the Parent as such holders proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of each such holder, to vote at any Meeting the number of Units (the Proxy Units) owned by each such holder as of the record date of such Meeting equal to (i) the Additional Units or (ii) if such holder holds less than a number of Units equal to the Additional Units, all such holders Units. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of such Proxy Units by the execution of any document or instrument for such purpose in the name of such holder. Each such holder hereby affirms that the proxy set forth in this Section 6.13 is given in connection with, and in consideration of, the Convertible Secured Note and/or in connection with the acquisition of any Units issued as a result of the conversion of such Convertible Secured Note. Each such holder hereby further affirms that this proxy is coupled with an interest and may not be revoked unless otherwise terminated by the mutual consent of each such holder and the Parent. Each such holder hereby ratifies and confirms all that the proxy and attorney-in-fact appointed pursuant to this Section 6.13 may lawfully do or cause to be done by virtue hereof. Notwithstanding anything to the contrary herein, upon the earlier to occur of a Notice Default and an Automatic Default (each as defined in the Convertible Secured Note), the proxy shall, without further action by any party, be automatically revoked.
4. Approval of Dissolution of the Company. Section 12.1 of the Agreement is hereby deleted and replaced in its entirety as follows:
Section 12.1 Approval of Dissolution of the Company. If there is any Designated Non-Parent Member, Parent agrees that Parent shall not, without receiving advance approval by a Majority Vote of the Designated Non-Parent Members, adopt any plan of liquidation or dissolution or file a certificate of dissolution with respect to the Company.
5. Special Redemption Regarding Convertible Secured Note. Section 12.2(j) of the Agreement is inserted as follows:
(j) Upon a conversion of all or any portion of the Convertible Secured Note and the issuance of Units to the holder of the Convertible Secured Note, such holder shall have the same rights of Redemption, if any, held by any Member; provided, however, that such holder shall have no such Redemption rights with respect to any Units issued in connection with the Convertible Secured Note if the Board of Directors of Parent, after consultation with legal counsel, determines in good faith and in its sole discretion that satisfaction of such Redemption by Parent with Common Shares would (i) jeopardize or endanger the availability to Parent of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 of the Code or (ii) constitute a Change of Control under that certain Junior Subordinated Indenture, dated as of June 25, 2007, by and between Parent (formerly Alesco Financial Inc.) and Wells Fargo Bank, N.A., as trustee.
6. Integration. The Agreement, as amended by this Amendment No. 3 sets forth all (and is intended by all parties hereto to be an integration of all) of the promises, agreements, conditions, understandings, warranties and representations among the parties hereto with respect to the Company, the Company business and the property of the Company, and there are no promises, agreements, conditions, understanding, warranties, or representations, oral or written, express or implied, among them other than as set forth herein or in the agreements noted above. Notwithstanding the foregoing, certain Members are or will be a party to a senior management agreement between the Company and such Member (e.g., the Cohen Executive Agreement). To the extent that any provisions of this Amendment No. 3 conflict with such Members senior management agreement (including, without limitation, terms relating to the transfer of Units and the allocations provided for therein), the terms of such Members senior management agreement shall control.
7. No Other Amendments. Except as expressly amended, modified and supplemented hereby, the provisions of the Agreement are and shall remain in full force and effect.
8. Governing Law. It is the intention of the parties that all questions with respect to the construction of this Amendment No. 3 and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the State of Delaware.
9. Binding Effect. This Amendment No. 3 shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal and legal representatives, successors and assigns.
10. Counterparts. This Amendment No. 3 may be executed in any number of counterparts and it shall not be necessary that each party to this Amendment No. 3 execute each counterpart. Each counterpart so executed (or, if all parties do not sign on the same counterpart, each group of counterparts signed by all parties) shall be deemed to be an original, but all such counterparts together shall constitute one and the same instrument. In making proof of this Amendment No. 3,
it shall not be necessary to account for more than one counterpart or group of counterparts signed by all parties.
[Signatures on Following Page]
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment No. 3 to be executed as of the date and year first set forth above.
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/s/ Linda Koster |
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Linda Koster |
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COHEN BROS. FINANCIAL, LLC |
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By: |
/s/ Daniel G. Cohen |
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Name: |
Daniel G. Cohen |
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Title: |
Managing Member |
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COHEN & COMPANY INC. |
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By: |
/s/ Joseph W. Pooler, Jr. |
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Name: |
Joseph W. Pooler, Jr. |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
COHEN & COMPANY REPORTS THIRD QUARTER 2019 FINANCIAL RESULTS
Philadelphia and New York, October 30, 2019 Cohen & Company Inc. (NYSE American: COHN), a financial services firm specializing in fixed income markets, today reported financial results for its third quarter ended September 30, 2019.
Summary Operating Results
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Three Months Ended |
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Nine Months Ended |
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($ in thousands) |
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9/30/19 |
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6/30/19 |
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9/30/18 |
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9/30/19 |
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9/30/18 |
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Total revenues |
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$ |
11,267 |
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$ |
11,169 |
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$ |
12,237 |
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$ |
33,576 |
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$ |
33,765 |
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Compensation and benefits |
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7,017 |
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6,432 |
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7,177 |
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19,813 |
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18,960 |
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Non-compensation operating expenses |
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4,693 |
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4,219 |
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4,704 |
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13,756 |
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13,434 |
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Operating income |
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(443 |
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518 |
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356 |
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7 |
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1,371 |
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Interest expense, net |
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(1,536 |
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(1,939 |
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(2,185 |
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(5,329 |
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(6,205 |
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Income (loss) from equity method affiliates |
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(109 |
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(248 |
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(365 |
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Income (loss) before income tax expense (benefit) |
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(2,088 |
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(1,669 |
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(1,829 |
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(5,687 |
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(4,834 |
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Income tax expense (benefit) |
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(170 |
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(641 |
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(595 |
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(917 |
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(1,259 |
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Net income (loss) |
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(1,918 |
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(1,028 |
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(1,234 |
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(4,770 |
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(3,575 |
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Less: Net income (loss) attributable to the noncontrolling interest |
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(702 |
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(618 |
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(583 |
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(1,942 |
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(1,530 |
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Net income (loss) attributable to Cohen & Company Inc. |
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$ |
(1,216 |
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$ |
(410 |
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$ |
(651 |
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$ |
(2,828 |
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$ |
(2,045 |
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Fully diluted net income (loss) per share |
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$ |
(1.06 |
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$ |
(0.36 |
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$ |
(0.57 |
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$ |
(2.48 |
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$ |
(1.76 |
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· Revenues during the three months ended September 30, 2019 increased $98 thousand from the prior quarter and decreased $1.0 million from the prior year quarter.
· The decrease from the prior year quarter was comprised primarily of (i) a decrease of $2.1 million in principal transactions due to less revenue from the Companys CLO and other equity investments and (ii) a decrease of $800 thousand in asset management revenue due primarily to one-time incentive fees received from our European accounts in the prior-year quarter; partially offset by (iii) an increase of $1.7 million in net trading from higher trading activity primarily in municipals, agencies, and mortgages and (iv) an increase of $250 thousand in new issue and advisory related to an origination fee in our US Insurance business.
· Compensation and benefits expense as a percentage of revenue was 62% for the three months ended September 30, 2019, compared to 58% for the three months ended June 30, 2019, and 59% for the three months ended September 30, 2018. The number of Cohen & Company employees was 90 as of September 30, 2019, compared to 90 as of June 30, 2019, and 86 as of September 30, 2018.
· Non-compensation operating expenses during the three months ended September 30, 2019 increased $474 thousand from the prior quarter and were comparable to the prior year quarter. The increase from the prior quarter was primarily due to higher professional fees and revenue-driven clearing and execution cost in the current quarter.
· Interest expense during the three months ended September 30, 2019 decreased $403 thousand from the prior quarter and $649 thousand from the prior year quarter. The changes in both periods were due to interest on redeemable financial instruments, which is driven by certain groups revenue or profit.
· Income (loss) from equity method investments relates to the Company-sponsored insurance SPAC, which completed its initial public offering in March 2019, and has eighteen months from its initial public offering to consummate a business combination.
· As of September 30, 2019, total equity was $39.7 million, compared to $42.4 million as of December 31, 2018.
Lester Brafman, Chief Executive Officer of Cohen & Company, said, Our third quarter performance was impacted by the shock to overnight repo funding rates in September and slower than anticipated growth from new issue revenue opportunities. While we are disappointed with our results from the quarter, we are pleased with the overall growth in our Mortgage business, as our TBA and Gestational Repo businesses have reached all-time highs in terms of volume and revenues. We continue to believe that the initiatives underway will generate long-term value for our shareholders, and we are focused on improving these results going forward.
Conference Call
Management will hold a conference call this morning at 10:00 a.m. Eastern Time to discuss these results. The conference call will also be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Companys website 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 6295843, or request the Cohen & Company earnings call. A replay of the call will be available for two weeks following the call by dialing (800) 585-8367 (domestic) or (404) 537-3406 (international), participant pass code 6295843.
About Cohen & Company
Cohen & Company is a financial services company specializing in fixed income markets. It was founded in 1999 as an investment firm focused on small-cap banking institutions but has grown to provide an expanding range of capital markets and asset management services. Cohen & Companys operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists of fixed income sales, trading, and matched book repo financing as well as new issue placements in corporate and securitized products, and advisory services, operating primarily through Cohen & Companys subsidiaries, J.V.B. Financial Group, LLC in the United States and Cohen & Company Financial Limited in Europe. The Asset Management segment manages assets through collateralized debt obligations, managed accounts, and investment funds. As of September 30, 2019, the Company managed approximately $2.7 billion in fixed income assets in a variety of asset classes including US and European trust preferred securities, subordinated debt, and corporate loans. As of September 30, 2019, 82.4% of the Companys assets under management were in collateralized debt obligations that Cohen & Company manages, which were all securitized prior to 2008. The Principal Investing segment is comprised primarily of investments that we have made for the purpose of earning an investment return rather than investments made to support our trading, matched book repo, or other capital markets business activity. For more information, please visit www.cohenandcompany.com.
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 Managements Discussion and Analysis of Financial Condition in our filings with the Securities and Exchange Commission (SEC), which are available at the SECs 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, (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 due to inclement weather or other disasters, (j) losses (whether realized or unrealized) on our principal investments, including on our CLO investments, (k) the possibility that payments to the Company of subordinated management fees from its European CLO will continue to be deferred or will be discontinued, and (l) the possibility that the stockholder rights plan may fail to preserve the value of the Companys deferred tax assets, whether as a result of the acquisition by a person of 5% of the Companys common stock or otherwise. 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)
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Three Months Ended |
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Nine Months Ended |
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9/30/19 |
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6/30/19 |
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9/30/18 |
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9/30/19 |
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9/30/18 |
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Revenues |
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Net trading |
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$ |
8,479 |
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$ |
8,670 |
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$ |
6,816 |
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$ |
25,873 |
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$ |
20,193 |
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Asset management |
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2,018 |
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1,745 |
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2,818 |
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5,765 |
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7,827 |
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New issue and advisory |
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250 |
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250 |
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873 |
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Principal transactions |
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310 |
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585 |
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2,400 |
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1,245 |
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4,292 |
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Other revenue |
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210 |
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169 |
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203 |
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443 |
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580 |
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Total revenues |
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11,267 |
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11,169 |
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12,237 |
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33,576 |
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33,765 |
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Operating expenses |
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Compensation and benefits |
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7,017 |
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6,432 |
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7,177 |
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19,813 |
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18,960 |
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Business development, occupancy, equipment |
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770 |
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895 |
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725 |
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2,476 |
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2,236 |
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Subscriptions, clearing, and execution |
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2,403 |
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2,056 |
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2,433 |
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6,732 |
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6,418 |
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Professional services and other operating |
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1,440 |
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1,190 |
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1,483 |
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4,309 |
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4,604 |
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Depreciation and amortization |
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80 |
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78 |
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63 |
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239 |
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176 |
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Total operating expenses |
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11,710 |
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10,651 |
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11,881 |
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33,569 |
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32,394 |
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Operating income (loss) |
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(443 |
) |
518 |
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356 |
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7 |
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1,371 |
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Non-operating income (expense) |
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Interest expense, net |
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(1,536 |
) |
(1,939 |
) |
(2,185 |
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(5,329 |
) |
(6,205 |
) |
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Income (loss) from equity method affiliates |
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(109 |
) |
(248 |
) |
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(365 |
) |
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Income (loss) before income tax expense (benefit) |
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(2,088 |
) |
(1,669 |
) |
(1,829 |
) |
(5,687 |
) |
(4,834 |
) |
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Income tax expense (benefit) |
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(170 |
) |
(641 |
) |
(595 |
) |
(917 |
) |
(1,259 |
) |
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Net income (loss) |
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(1,918 |
) |
(1,028 |
) |
(1,234 |
) |
(4,770 |
) |
(3,575 |
) |
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Less: Net income (loss) attributable to the noncontrolling interest |
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(702 |
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(618 |
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(583 |
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(1,942 |
) |
(1,530 |
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Net income (loss) attributable to Cohen & Company Inc. |
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$ |
(1,216 |
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$ |
(410 |
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$ |
(651 |
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$ |
(2,828 |
) |
$ |
(2,045 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings per share |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) attributable to Cohen & Company Inc. |
|
$ |
(1,216 |
) |
$ |
(410 |
) |
$ |
(651 |
) |
$ |
(2,828 |
) |
$ |
(2,045 |
) |
Basic shares outstanding |
|
1,144 |
|
1,144 |
|
1,145 |
|
1,140 |
|
1,164 |
|
|||||
Net income (loss) attributable to Cohen & Company Inc. per share |
|
$ |
(1.06 |
) |
$ |
(0.36 |
) |
$ |
(0.57 |
) |
$ |
(2.48 |
) |
$ |
(1.76 |
) |
Fully Diluted |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) attributable to Cohen & Company Inc. |
|
$ |
(1,216 |
) |
$ |
(410 |
) |
$ |
(651 |
) |
$ |
(2,828 |
) |
$ |
(2,045 |
) |
Net income (loss) attributable to the convertible noncontrolling interest |
|
(645 |
) |
(491 |
) |
(583 |
) |
(1,754 |
) |
(1,530 |
) |
|||||
Income tax and conversion adjustment |
|
79 |
|
298 |
|
283 |
|
430 |
|
596 |
|
|||||
Enterprise net income (loss) |
|
$ |
(1,782 |
) |
$ |
(603 |
) |
$ |
(951 |
) |
$ |
(4,152 |
) |
$ |
(2,979 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic shares outstanding |
|
1,144 |
|
1,144 |
|
1,145 |
|
1,140 |
|
1,164 |
|
|||||
Unrestricted Operating LLC membership units exchangeable into COHN shares |
|
532 |
|
532 |
|
532 |
|
532 |
|
532 |
|
|||||
Fully diluted shares outstanding |
|
1,676 |
|
1,676 |
|
1,677 |
|
1,672 |
|
1,696 |
|
|||||
Fully diluted net income (loss) per share |
|
$ |
(1.06 |
) |
$ |
(0.36 |
) |
$ |
(0.57 |
) |
$ |
(2.48 |
) |
$ |
(1.76 |
) |
COHEN & COMPANY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
|
|
September 30, 2019 |
|
|
|
||
|
|
(unaudited) |
|
December 31, 2018 |
|
||
Assets |
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
14,130 |
|
$ |
14,106 |
|
Receivables from brokers, dealers, and clearing agencies |
|
99,283 |
|
129,812 |
|
||
Due from related parties |
|
317 |
|
793 |
|
||
Other receivables |
|
5,949 |
|
12,072 |
|
||
Investments - trading |
|
243,928 |
|
301,235 |
|
||
Other investments, at fair value |
|
6,892 |
|
13,768 |
|
||
Receivables under resale agreements |
|
7,052,919 |
|
7,632,230 |
|
||
Investment in equity method affiliate |
|
3,410 |
|
|
|
||
Goodwill |
|
7,992 |
|
7,992 |
|
||
Right-of-use asset - operating leases |
|
7,460 |
|
|
|
||
Other assets |
|
5,142 |
|
3,621 |
|
||
Total assets |
|
$ |
7,447,422 |
|
$ |
8,115,629 |
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
||
Payables to brokers, dealer, and clearing agencies |
|
$ |
130,004 |
|
$ |
201,598 |
|
Accounts payable and other liabilities |
|
10,682 |
|
11,452 |
|
||
Accrued compensation |
|
3,664 |
|
5,254 |
|
||
Trading securities sold, not yet purchased |
|
90,016 |
|
120,122 |
|
||
Securities sold under agreements to repurchase |
|
7,099,614 |
|
7,671,764 |
|
||
Deferred income taxes |
|
1,100 |
|
2,017 |
|
||
Lease liability - operating leases |
|
8,011 |
|
|
|
||
Redeemable financial instruments |
|
18,540 |
|
17,448 |
|
||
Debt |
|
46,091 |
|
43,536 |
|
||
Total liabilities |
|
7,407,722 |
|
8,073,191 |
|
||
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
||
Voting nonconvertible preferred stock |
|
5 |
|
5 |
|
||
Common stock |
|
12 |
|
12 |
|
||
Additional paid-in capital |
|
68,949 |
|
68,591 |
|
||
Accumulated other comprehensive loss |
|
(1,009 |
) |
(908 |
) |
||
Accumulated deficit |
|
(35,293 |
) |
(31,926 |
) |
||
Total stockholders equity |
|
32,664 |
|
35,774 |
|
||
Noncontrolling interest |
|
7,036 |
|
6,664 |
|
||
Total equity |
|
39,700 |
|
42,438 |
|
||
Total liabilities and equity |
|
$ |
7,447,422 |
|
$ |
8,115,629 |
|
Contact: |
|
|
|
Investors - |
Media - |
Cohen & Company Inc. |
Joele Frank, Wilkinson Brimmer Katcher |
Joseph W. Pooler, Jr. |
James Golden or Andrew Squire |
Executive Vice President and |
212-355-4449 |
Chief Financial Officer |
jgolden@joelefrank.com or asquire@joelefrank.com |
215-701-8952 |
|
investorrelations@cohenandcompany.com |
|