Board Declares Quarterly Dividend of
Revenue of
Net Income Attributable to
Adjusted Pre-Tax Income of
Summary Operating Results
| Three Months Ended | ||||||||||||
| ($ in thousands) | ||||||||||||
| Investment banking and new issue | $ | 45,711 | $ | 54,704 | $ | 20,164 | ||||||
| Net trading | 13,200 | 13,819 | 9,211 | |||||||||
| Asset management | 2,419 | 2,681 | 2,020 | |||||||||
| Principal transactions and other revenue | (3,428 | ) | 31,536 | (2,655 | ) | |||||||
| Total revenues | 57,902 | 102,740 | 28,740 | |||||||||
| Compensation and benefits | 41,307 | 57,845 | 21,666 | |||||||||
| Non-compensation operating expenses | 11,462 | 14,850 | 6,967 | |||||||||
| Operating income (loss) | 5,133 | 30,045 | 107 | |||||||||
| Interest expense, net | (1,335 | ) | (1,460 | ) | (1,448 | ) | ||||||
| Income (loss) from equity method affiliates | (527 | ) | (5,081 | ) | 2,418 | |||||||
| Income (loss) before income tax expense (benefit) | 3,271 | 23,504 | 1,077 | |||||||||
| Income tax expense (benefit) | (182 | ) | (2,275 | ) | 139 | |||||||
| Net income (loss) | 3,453 | 25,779 | 938 | |||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | (718 | ) | 5,254 | (173 | ) | |||||||
| Enterprise net income (loss) | 4,171 | 20,525 | 1,111 | |||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | 2,679 | 12,424 | 782 | |||||||||
| Net income (loss) attributable to | $ | 1,492 | $ | 8,101 | $ | 329 | ||||||
| Fully diluted net income (loss) per share | $ | 0.42 | $ | 1.48 | $ | 0.19 | ||||||
| Adjusted pre-tax income (loss) (1) | $ | 3,989 | $ | 18,250 | $ | 1,250 | ||||||
| Fully diluted adjusted pre-tax income (loss) per share (1) | $ | 0.65 | $ | 2.97 | $ | 0.22 | ||||||
| (1) | Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are not measures recognized under |
Financial Highlights
- Net income attributable to
Cohen & Company Inc. was$1.5 million , or$0.42 per diluted share, for the three months endedMarch 31, 2026 , compared to$8.1 million , or$1.48 per diluted share, for the three months endedDecember 31, 2025 , and$0.3 million , or$0.19 per diluted share, for the three months endedMarch 31, 2025 . Adjusted pre-tax income was$4.0 million , or$0.65 per diluted share, for the three months endedMarch 31, 2026 , compared to adjusted pre-tax income of$18.3 million , or$2.97 per diluted share, for the three months endedDecember 31, 2025 , and adjusted pre-tax income of$1.3 million , or$0.22 per diluted share, for the three months endedMarch 31, 2025 . Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share are not measures recognized under GAAP. See Note 1 below. - Revenue was
$57.9 million for the three months endedMarch 31, 2026 , compared to$102.7 million for the prior quarter and$28.7 million for the prior year quarter. The prior quarter included the closing of the business combination between our sponsored-SPAC, Columbus Circle Capital Corp. I, andProCap Financial, Inc.
- Investment banking and new issue revenue was
$45.7 million for the three months endedMarch 31, 2026 , down$9.0 million from the prior quarter and up$25.5 million from the prior year quarter.Cohen & Company Capital Markets (“CCM”) generated$45.7 million ,$50.8 million , and$20.2 million of the investment banking and new issue revenue in 1Q26, 4Q25, and 1Q25, respectively. - Net trading revenue was
$13.2 million for the three months endedMarch 31, 2026 , down$0.6 million from the prior quarter and up$4.0 million from the prior year quarter. The increase from the prior year quarter reflected higher trading revenue from the Company’s mortgage group, and the SPAC equity, CMO, and preferred equity trading desks. The gestation repo book of business was$3.9 billion atMarch 31, 2026 . - Asset management revenue was
$2.4 million for the three months endedMarch 31, 2026 , down$0.3 million from the prior quarter and up$0.4 million from the prior year quarter. - Principal transactions and other revenue was negative
$3.4 million for the three months endedMarch 31, 2026 , compared to positive$31.5 million in the prior quarter and negative$2.7 million in the prior year quarter. In the prior quarter, the closing of theProCap Financial, Inc. business combination generated$33.0 million of principal transactions revenue, including the markup of consolidated founder and placement shares held by the sponsor of the Columbus Circle Capital Corp. I, as well as$16.5 million of compensation and benefits expense related to founder shares allocable to employees upon the closing, and$8.5 million of non-convertible, non-controlling interest expense related to founder shares allocable to third party investors in the consolidated sponsor.
- Investment banking and new issue revenue was
- Compensation and benefits expense during the three months ended
March 31, 2026 decreased$16.5 million from the prior quarter and increased$19.6 million from the prior year quarter. The change from the prior quarter was primarily the result of the$16.5 million of compensation and benefits expense related to founder shares allocable to employees upon the closing of theProCap Financial, Inc. business combination in the prior quarter. The change from the prior year quarter was primarily the result of fluctuations in revenue and the related variable incentive compensation. The number of Company employees was 128 as ofMarch 31, 2026 , compared to 126 as ofDecember 31, 2025 , and 117 as ofMarch 31, 2025 . - Interest expense during the three months ended
March 31, 2026 was$1.3 million , including$1.2 million on our trust preferred securities debt,$0.1 million on our senior promissory notes, and$44 thousand on our bank credit facility. - Loss from equity method affiliates for the three months ended
March 31, 2026 was$0.5 million , compared to a loss from equity method affiliates of$5.1 million for the prior quarter and income from equity method affiliates of$2.4 million for the prior year quarter. - Income tax benefit for the three months ended
March 31, 2026 was$0.2 million , compared to income tax benefit of$2.3 million in the prior quarter, and income tax expense of$0.1 million in the prior year quarter. The Company will continue to evaluate its operations on a quarterly basis and may adjust the valuation allowance applied against the Company's net operating loss and net capital loss tax assets. Future adjustments could be material and may result in additional tax benefit or tax expense.
Total Equity and Dividend Declaration
- As of
March 31, 2026 , total equity was$100.1 million , compared to$103.1 million as ofDecember 31, 2025 ; the non-convertible non-controlling interest component of total equity was$2.4 million as ofMarch 31, 2026 and$0.4 million as ofDecember 31, 2025 . Thus, the total equity excluding the non-convertible non-controlling interest component was$97.8 million as ofMarch 31, 2026 , a$4.9 million decrease from$102.6 million as ofDecember 31, 2025 . - The Company’s Board of Directors has declared a quarterly dividend of
$0.25 per share, payable onJune 2, 2026 , to stockholders of record as ofMay 18, 2026 . 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.
Conference Call
The Company will host a conference call at
About
Note 1: Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are non-GAAP measures of performance. Please see the discussion under “Non-GAAP Measures” below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.
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 “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/investor-relations/sec-filings. Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, including those caused by inflation, raising interest rates, and the current geopolitical situation, (b) unfavorable market conditions may lead to a reduction in revenues from our investment banking and new issue revenues, including from underwriting and placement activities, (c) losses caused by financial or other problems experienced by third parties, (d) losses due to unidentified or unanticipated risks, (e) a lack of liquidity, i.e., ready access to funds for use in our businesses, (f) the ability to attract and retain personnel, (g) litigation and regulatory proceedings, (h) reputational harm due to losses or our inability to sell securities we purchase as an underwriter at the anticipated price levels, (i) competitive pressure, (j) an inability to generate incremental income from new or expanded businesses, (k) unanticipated market closures or effects due to inclement weather or other disasters, (l) losses (whether realized or unrealized) on our principal investments, (m) the possibility that payments to the Company of subordinated management fees from its CDOs will continue to be deferred or will be discontinued, (n) the possibility that the Company’s stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (o) the Company’s reduction in the volume of its investments into SPACs, (p) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (q) the value of the Company’s holdings of founders shares in post-business combination companies is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period of time, (r) the possibility that the Company will stop paying quarterly dividends to its stockholders, (s) the impacts of rising interest rates and inflation, and (t) that CCM’s gross pipeline of possible transactions may not result in transactions that are consummated and total recognition of all pipeline fees. 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.
| CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) | |||||||||||||
| (in thousands, except per share data) | |||||||||||||
| Three Months Ended | |||||||||||||
| Revenues | |||||||||||||
| Investment banking and new issue | $ | 45,711 | $ | 54,704 | $ | 20,164 | |||||||
| Net trading | 13,200 | 13,819 | 9,211 | ||||||||||
| Asset management | 2,419 | 2,681 | 2,020 | ||||||||||
| Principal transactions and other revenue | (3,428 | ) | 31,536 | (2,655 | ) | ||||||||
| Total revenues | 57,902 | 102,740 | 28,740 | ||||||||||
| Operating expenses | |||||||||||||
| Compensation and benefits | 41,307 | 57,845 | 21,666 | ||||||||||
| Business development, occupancy, equipment | 2,383 | 2,039 | 1,829 | ||||||||||
| Subscriptions, clearing, and execution | 3,952 | 8,650 | 2,174 | ||||||||||
| Professional services and other operating | 4,924 | 3,964 | 2,792 | ||||||||||
| Depreciation and amortization | 203 | 197 | 172 | ||||||||||
| Total operating expenses | 52,769 | 72,695 | 28,633 | ||||||||||
| Operating income (loss) | 5,133 | 30,045 | 107 | ||||||||||
| Non-operating income (expense) | |||||||||||||
| Interest expense, net | (1,335 | ) | (1,460 | ) | (1,448 | ) | |||||||
| Income (loss) from equity method affiliates | (527 | ) | (5,081 | ) | 2,418 | ||||||||
| Income (loss) before income tax expense (benefit) | 3,271 | 23,504 | 1,077 | ||||||||||
| Income tax expense (benefit) | (182 | ) | (2,275 | ) | 139 | ||||||||
| Net income (loss) | 3,453 | 25,779 | 938 | ||||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | (718 | ) | 5,254 | (173 | ) | ||||||||
| Enterprise net income (loss) | 4,171 | 20,525 | 1,111 | ||||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | 2,679 | 12,424 | 782 | ||||||||||
| Net income (loss) attributable to | $ | 1,492 | $ | 8,101 | $ | 329 | |||||||
| Earnings per share | |||||||||||||
| Basic | |||||||||||||
| Net income (loss) attributable to | $ | 1,492 | $ | 8,101 | $ | 329 | |||||||
| Basic shares outstanding | 1,824 | 1,742 | 1,705 | ||||||||||
| Net income (loss) attributable to | $ | 0.82 | $ | 4.65 | $ | 0.19 | |||||||
| Fully Diluted | |||||||||||||
| Net income (loss) attributable to | $ | 1,492 | $ | 8,101 | $ | 329 | |||||||
| Net income (loss) attributable to the convertible non-controlling interest | 2,679 | 12,424 | 782 | ||||||||||
| Income tax and conversion adjustment | (1,592 | ) | (11,432 | ) | 2 | ||||||||
| Net income (loss) attributable to | $ | 2,579 | $ | 9,093 | $ | 1,113 | |||||||
| Basic shares outstanding | 1,824 | 1,742 | 1,705 | ||||||||||
| 4,173 | 4,128 | 4,061 | |||||||||||
| Additional dilutive shares | 108 | 267 | 42 | ||||||||||
| Fully diluted shares outstanding (1) | 6,105 | 6,137 | 5,808 | ||||||||||
| Fully diluted net income (loss) per share | $ | 0.42 | $ | 1.48 | $ | 0.19 | |||||||
| Reconciliation of adjusted pre-tax income (loss) to net income (loss) attributable to | |||||||||||||
| Net income (loss) attributable to | $ | 1,492 | $ | 8,101 | $ | 329 | |||||||
| Addback (deduct): Income tax expense (benefit) | (182 | ) | (2,275 | ) | 139 | ||||||||
| Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | 2,679 | 12,424 | 782 | ||||||||||
| Adjusted pre-tax income (loss) | $ | 3,989 | $ | 18,250 | $ | 1,250 | |||||||
| Adjusted fully diluted shares outstanding (2) | 6,105 | 6,137 | 5,808 | ||||||||||
| Fully diluted adjusted pre-tax income (loss) per share | $ | 0.65 | $ | 2.97 | $ | 0.22 | |||||||
| (1) When the fully diluted net income (loss) per share is anti-dilutive, the basic shares outstanding are presented on this line item. | |||||||||||||
| (2) Adjusted fully diluted shares outstanding includes (a) weighted average unrestricted and restricted | |||||||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||
| (in thousands) | |||||||||
| (unaudited) | |||||||||
| Assets | |||||||||
| Cash and cash equivalents | $ | 18,992 | $ | 56,762 | |||||
| Receivables from brokers, dealers, and clearing agencies | 38,371 | 46,194 | |||||||
| Due from related parties | 1,807 | 1,401 | |||||||
| Other receivables | 12,838 | 8,896 | |||||||
| Investments - trading | 154,427 | 140,576 | |||||||
| Other investments, at fair value | 61,578 | 57,258 | |||||||
| Receivables under resale agreements | 359,602 | 357,408 | |||||||
| Investment in equity method affiliates | 11,258 | 6,661 | |||||||
| Deferred income taxes | 4,126 | 4,126 | |||||||
| 109 | 109 | ||||||||
| Right-of-use asset - operating leases | 15,226 | 15,406 | |||||||
| Other assets | 5,803 | 5,788 | |||||||
| Total assets | $ | 684,137 | $ | 700,585 | |||||
| Liabilities | |||||||||
| Payables to brokers, dealers, and clearing agencies | $ | 22,764 | $ | 4 | |||||
| Accounts payable and other liabilities | 16,738 | 17,944 | |||||||
| Due to related parties | 2,809 | - | |||||||
| Accrued compensation | 55,840 | 92,689 | |||||||
| Trading securities sold, not yet purchased | 38,095 | 36,617 | |||||||
| Other investments sold, not yet purchased, at fair value | 11 | - | |||||||
| Securities sold under agreements to repurchase | 402,389 | 400,391 | |||||||
| Operating lease liability | 16,755 | 16,959 | |||||||
| Debt | 28,590 | 32,895 | |||||||
| Total liabilities | 583,991 | 597,499 | |||||||
| Equity | |||||||||
| Voting non-convertible preferred stock | 27 | 27 | |||||||
| Common stock | 25 | 21 | |||||||
| Additional paid-in capital | 79,868 | 78,539 | |||||||
| Accumulated other comprehensive loss | (943 | ) | (914 | ) | |||||
| Accumulated deficit | (27,452 | ) | (26,593 | ) | |||||
| Total stockholders' equity | 51,525 | 51,080 | |||||||
| Non-controlling interest | 48,621 | 52,006 | |||||||
| Total equity | 100,146 | 103,086 | |||||||
| Total liabilities and equity | $ | 684,137 | $ | 700,585 | |||||
Non-GAAP Measures
Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share
Adjusted pre-tax income (loss) is not a financial measure recognized by GAAP. Adjusted pre-tax income (loss) represents net income (loss) attributable to
We present adjusted pre-tax income (loss) and related per diluted share amounts in this release because we consider them to be useful and appropriate supplemental measures of our performance. Adjusted pre-tax income (loss) and related per diluted share amounts help us to evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash or recurring impact on our current operating performance. In addition, our management uses adjusted pre-tax income (loss) and related per diluted share amounts to evaluate the performance of our enterprise operations. Adjusted pre-tax income (loss) and related per diluted share amounts, as we define them, are not necessarily comparable to similarly named measures of other companies and may not be appropriate measures for performance relative to other companies. Adjusted pre-tax income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) attributable to
| Contact: | |
| Investors - | Media - |
| Executive Vice President and | 212-355-4449 |
| Chief Financial Officer | |
| 215-701-8952 | |
| investorrelations@cohenandcompany.com |
Source: