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8-K - FORM 8-K - Cohen & Co Inc.d537291d8k.htm

Exhibit 99.1

 

LOGO

IFMI REPORTS FIRST QUARTER 2013 FINANCIAL RESULTS

Board Declares Dividend of $0.02 per Share

Philadelphia and New York, May 10, 2013 – Institutional Financial Markets, Inc. (NYSE MKT: IFMI), a financial services firm specializing in credit-related fixed income investments, today reported financial results for the quarter ended March 31, 2013.

Adjusted operating loss was $5.6 million, or $0.34 per diluted share, for the three months ended March 31, 2013, as compared to adjusted operating income of $4.3 million, or $0.26 per diluted share, for the three months ended December 31, 2012, and adjusted operating loss of $4.1 million, or $0.26 per diluted share, for the three months ended March 31, 2012. The current quarter was unfavorably impacted by an unrealized mark-to-market loss on the Company’s Star Asia investment of $6.0 million, primarily driven by weakening of the Japanese Yen during the quarter. Without the $6.0 million mark-to-market loss, IFMI would have generated $0.4 million of adjusted operating income in the first quarter of 2013. Adjusted operating income (loss) is not a measure recognized under generally accepted accounting principles (“GAAP”). See Note 1 on page 2.

“While IFMI’s first quarter financial results were significantly impacted by an unfavorable mark-to-market loss on our Star Asia investment, we are emboldened by the fact that absent this non-cash mark, we would have otherwise been modestly profitable at the adjusted operating income level,” said Daniel G. Cohen, Chairman and Chief Executive Officer of IFMI. “While we also saw reduced trading volumes in the first quarter, our prudent cost management positively impacted our performance, as non-compensation operating expenses decreased $1.1 million from the fourth quarter of 2012. Discounting the mark-to-market loss that reduced our revenues for the first quarter, we believe we are well positioned to deliver improving results over the next three quarters. We believe our expanded leadership team and additional capital will increase our ability to grow shareholder value. Overall, when considering the impact of our Star Asia results, I am enthused.”

Comparisons to Prior Year & Prior Quarter Periods

Revenue was $14.0 million for the three months ended March 31, 2013 ($20.1 million before the Star Asia mark-to-market loss), compared to revenue of $23.4 million for the three months ended December 31, 2012, and revenue of $18.8 million for the three months ended March 31, 2012. The decrease in revenue in the first quarter of 2013, as compared to the fourth quarter of 2012, occurred across all revenue line items with net trading revenue declining by $5.1 million, and principal transactions and other revenue declining by $2.8 million. The first quarter 2013 year-over-year decrease in revenue was primarily the result of reductions in net trading revenue of $4.6 million, while the other revenue categories were essentially flat. The decline in asset management revenue from the fourth quarter of 2012 was primarily due to the scheduled conclusion of the three-year monthly services agreement payments related to the sale of the Alesco 10-17 management contracts in 2010. In the first quarter of 2013, IFMI recognized losses on its investment in Star Asia of $6.0 million, compared to losses of $3.8 million in the fourth quarter of 2012, and $5.2 million in the first quarter of 2012.

Net loss attributable to IFMI was $4.5 million, or $0.40 per diluted share, for the three months ended March 31, 2013, compared to a net income attributable to IFMI of $3.0 million, or $0.26 per diluted share, for the three months ended December 31, 2012, and net loss attributable to IFMI of $3.9 million, or $0.37 per diluted share, for the three months ended March 31, 2012. Operating expenses, excluding compensation and benefits and depreciation and amortization, declined by $1.2 million, or 14%, in the first quarter of 2013, from the fourth quarter of 2012.


Total Permanent Equity and Dividend Declaration

 

   

At March 31, 2013, total permanent equity was $69.6 million, as compared to $75.8 million as of December 31, 2012.

 

   

The Company’s Board of Directors has declared a dividend of $0.02 per share. The dividend will be payable on June 7, 2013 to stockholders of record on May 24, 2013.

Conference Call

Management will hold a conference call this morning at 10:00 AM EST to discuss these results. The conference call will also be available via webcast. Interested parties can access the live webcast by clicking the webcast link on the Company’s homepage at www.IFMI.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 60137846, or request the IFMI earnings call. A recording 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 60137846.

About IFMI

IFMI is a financial services company specializing in credit-related fixed income investments. IFMI was founded in 1999 as an investment firm focused on small-cap banking institutions, but has grown to provide an expanding range of asset management, capital markets, and investment banking solutions to institutional investors and corporations. IFMI’s primary operating segments are Capital Markets and Asset Management. The Capital Markets segment consists of credit-related fixed income sales, trading, and financing as well as new issue placements in corporate and securitized products and advisory services, operating primarily through IFMI’s subsidiaries, C&Co/PrinceRidge Holdings LP and JVB Financial Holdings, LLC in the United States, and Cohen & Company Financial Limited in Europe. The Asset Management segment manages assets through collateralized debt obligations, permanent capital vehicles, and managed accounts. As of March 31, 2013, IFMI managed approximately $6.2 billion in credit-related fixed income assets in a variety of asset classes including U.S. trust preferred securities, European hybrid capital securities, Asian commercial real estate debt, and mortgage- and asset-backed securities. For more information, please visit www.IFMI.com.

Note 1: Adjusted operating income (loss) and adjusted operating income (loss) per share are non-GAAP measures of performance. Please see the discussion of non-GAAP measures of performance 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.IFMI.com/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

 

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to generate incremental income from acquired businesses, and (i) unanticipated market closures due to inclement weather or other disasters. 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

General

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.

INSTITUTIONAL FINANCIAL MARKETS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

 

     Three Months Ended  
     3/31/13     12/31/12     3/31/12  

Revenues

      

Net trading

   $ 13,059      $ 18,175      $ 17,691   

Asset management

     4,762        5,162        4,937   

New issue and advisory

     995        1,997        1,077   

Principal transactions and other income

     (4,790     (1,957     (4,945
  

 

 

   

 

 

   

 

 

 

Total revenues

     14,026        23,377        18,760   
  

 

 

   

 

 

   

 

 

 

Operating expenses

      

Compensation and benefits

     13,497        13,140        16,274   

Business development, occupancy, equipment

     1,455        1,825        1,174   

Subscriptions, clearing, and execution

     2,317        2,872        3,073   

Professional services and other operating

     3,519        3,746        3,051   

Depreciation and amortization

     310        282        391   
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     21,098        21,865        23,963   
  

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (7,072     1,512        (5,203
  

 

 

   

 

 

   

 

 

 

Non-operating income (expense)

      

Interest expense, net

     (1,029     (545     (1,215

Other non-operating income (expense)

     —           —           —      

Gain on repurchase of debt

     —           —           3   

Income from equity method affiliates

     1,519        2,363        516   
  

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (6,582     3,330        (5,899

Income tax expense (benefit)

     12        (723     (9
  

 

 

   

 

 

   

 

 

 

Net income (loss)

     (6,594     4,053        (5,890

Less: Net income (loss) attributable to the noncontrolling interest

     (2,094     1,092        (2,031
  

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to IFMI

   $ (4,500   $ 2,961      $ (3,859
  

 

 

   

 

 

   

 

 

 

 

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INSTITUTIONAL FINANCIAL MARKETS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

Earnings per share

 

     Three Months Ended  
     3/31/13     12/31/12     3/31/12  

Basic

      

Net income (loss) attributable to IFMI

   $ (4,500   $ 2,961      $ (3,859

Basic shares outstanding

     11,351        10,882        10,444   
  

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to IFMI per share

   $ (0.40   $ 0.27      $ (0.37
  

 

 

   

 

 

   

 

 

 

Fully Diluted

      

Net income (loss) attributable to IFMI

   $ (4,500   $ 2,961      $ (3,859

Net income (loss) attributable to the noncontrolling interest

     (2,094     1,092        (2,031

Net loss (income) attributable to the noncontrolling interest that is not converted

     3        (33     129   

Adjustment

     (14     349        (26
  

 

 

   

 

 

   

 

 

 

Enterprise net income (loss)

   $ (6,605   $ 4,369      $ (5,787
  

 

 

   

 

 

   

 

 

 

Basic shares outstanding

     11,351        10,882        10,444   

Unrestricted Operating LLC membership units exchangeable into IFMI shares

     5,324        5,253        5,252   

Additional dilutive shares

     —          439        —     
  

 

 

   

 

 

   

 

 

 

Fully diluted shares outstanding

     16,675        16,574        15,696   
  

 

 

   

 

 

   

 

 

 

Fully diluted net income (loss) per share

   $ (0.40   $ 0.26      $ (0.37
  

 

 

   

 

 

   

 

 

 
Reconciliation of adjusted operating income (loss) to operating income (loss) and calculations of per share amounts   

Operating income (loss)

   $ (7,072   $ 1,512      $ (5,203

Noncontrolling interest portion of PrinceRidge operating loss (income)

     5        (25     194   

Depreciation and amortization

     310        282        391   

One-time cash compensation related to former CEO of capital markets segment

       —          —     

One-time cash compensation related to former Chairman and former CEO of PrinceRidge

       —          —     

Contribution to a legal settlement

       —          —     

IFMI share of incentive fees included in income from equity method investments

     —          1,720        —     

Share-based compensation

     1,129        837        548   
  

 

 

   

 

 

   

 

 

 

Adjusted operating income (loss)

   $ (5,628   $ 4,326      $ (4,070
  

 

 

   

 

 

   

 

 

 

Fully diluted shares outstanding

     16,675        16,574        15,696   
  

 

 

   

 

 

   

 

 

 

Adjusted operating income (loss) per share

   $ (0.34   $ 0.26      $ (0.26
  

 

 

   

 

 

   

 

 

 

 

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INSTITUTIONAL FINANCIAL MARKETS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     March 31, 2013        
     (unaudited)     December 31, 2012  

Assets

    

Cash and cash equivalents

   $ 9,775      $ 14,500   

Receivables from brokers, dealers, and clearing agencies

     2,445        12,253   

Due from related parties

     1,078        452   

Other receivables

     6,995        8,488   

Investments - trading

     158,914        176,139   

Other investments, at fair value

     32,638        38,323   

Receivables under resale agreements

     101,416        70,110   

Goodwill

     11,113        11,113   

Other assets

     11,812        9,623   
  

 

 

   

 

 

 

Total assets

   $ 336,186      $ 341,001   
  

 

 

   

 

 

 

Liabilities

    

Payables to brokers, dealer, and clearing agencies

   $ 57,356      $ 96,211   

Accounts payable and other liabilities

     10,560        13,080   

Accrued compensation

     3,436        8,203   

Trading securities sold, not yet purchased

     59,778        44,167   

Securities sold under agreements to repurchase

     101,580        70,273   

Deferred income taxes

     6,595        6,603   

Debt

     26,788        25,847   
  

 

 

   

 

 

 

Total liabilities

     266,093        264,384   
  

 

 

   

 

 

 

Temporary Equity

    

Redeemable noncontrolling interest

     533        829   

Permanent Equity

    

Series D voting nonconvertible preferred stock

     5        5   

Common stock

     11        11   

Additional paid-in capital

     66,184        64,829   

Accumulated other comprehensive loss

     (767     (495

Accumulated deficit

     (12,140     (7,370
  

 

 

   

 

 

 

Treasury stock, at cost; 0 and 50,400 shares of common stock, respectively

     —          —     
  

 

 

   

 

 

 

Total IFMI stockholders’ equity

     53,293        56,980   

Noncontrolling interest

     16,267        18,808   
  

 

 

   

 

 

 

Total permanent equity

     69,560        75,788   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 336,186      $ 341,001   
  

 

 

   

 

 

 

 

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Non-GAAP Measures

Adjusted operating income (loss) and adjusted operating income (loss) per 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, share-based compensation expense, and the non-convertible non-controlling interest’s share of operating income (loss), plus the Company’s share of any incentive fees earned included in income from equity method affiliates. Depreciation, amortization, and share based compensation expenses that have been excluded from adjusted operating income (loss) are non-cash items. Incentive fees earned as a component of income from equity method affiliates are included so that all incentive fees earned are treated in a consistent manner as part of adjusted operating income (loss). Adjusted operating income (loss) per diluted share is calculated, by dividing adjusted operating income (loss) by diluted shares outstanding calculated in accordance with GAAP.

We present adjusted operating 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 operating 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 operating income (loss) and related per diluted share amounts to evaluate the performance of our operations. Adjusted operating 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 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.

Contact:

 

Investors:

 

Institutional Financial Markets, Inc.

Joseph W. Pooler, Jr., 215-701-8952

Executive Vice President and

Chief Financial Officer

investorrelations@ifmi.com

 

Media:

 

Joele Frank, Wilkinson Brimmer Katcher

James Golden, 212-355-4449

jgolden@joelefrank.com

 

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