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The Toronto-Dominion Bank (TD)

Q4 2009 Earnings Call· Tue, Mar 2, 2010

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Transcript

Operator

Operator

(Operator Instructions) Thank you for joining the Cowen Group Inc. Conference Call to discuss the financial results for the fourth quarter and twelve months ended December 31, 2009. By now, you should have received the copy of the company's earnings release, which can be accessed at the Cowen Group Inc. website at www.cowen.com. If you do not have Internet access and would like a copy of the press release, please call Cowen Group Inc. Investor Relations at 646-562-1880. Before we begin, the company has asked me to remind you that some of the comments made on today's call and some of the responses to your questions may contain forward looking statements. These statements are subject to the risks and uncertainties described in the company's earnings release and other filings with the SEC. Cowen Group Inc. has no obligation to update the information presented on the call. A more complete description of these and other risks, uncertainties and assumptions is included in the company's filings with the SEC, which are available on the company's website and on the SEC website, at www.sec.gov. Also on today's call our speakers will reference certain non-GAAP financial measures, which the company believes will provide useful information for investors. Reconciliation of those measures to GAAP is consistent with the company's reconciliation as presented in today's earnings release. Now, I would like to turn the call over to Mr. Peter Cohen, Chairman and Chief Executive Officer, who is joined today by Mr. Greg Malcolm, Chief Executive Officer of Cowan and Company and Mr. Jeffrey Solomon, Chief Strategy Officer and Mr. Christopher White, Chief Operating Officer.

Peter Cohen

Chairman

This is the first call since the completion of the merger between Ramius and Cowen. We thought we’d spend a little time reviewing the background of the Cowen/Ramius merger as well as the market opportunities we see for the new Cowen. Greg Malcolm, the CEO of Cowen Company will discuss the activities of the broker dealer including recent developments on that side of the business. Jeff Solomon, Chief Strategy Officer will discuss our alternative investment management business including some of the recent developments in that business and on proprietary investing. Finally, Chris White, Chief Operating Officer will go into further detail on our 2009 full year and fourth quarter financials. At the end of our prepared remarks we will turn the call over to the audience and answer any questions that you may have. Though 2009 was clearly a year of change within Cowen, which means Cowen and Ramius, most obvious of course was the merger to form a diversified financial services firm offering very high quality alternative asset management services, the main knowledge driven investment banking, sales and trading and research services and in each case primarily to institutions and corporate clients. The events of the last 24 months have created and will continue to create, we believe, substantial opportunities for financial service firms and we’re able to adopt the new changing environment. Consolidation among the few remaining large firms has created an opportunity, we believe, for smaller focused firms to gain investment banking market share and growth oriented clients. The thing that we absolutely know for sure is that people want relationships, they’re more important today than they’ve ever been. I think that we all know and recognize the company’s need to re-advertise and there’s been a birth of equity financing over the last three years in this…

Greg Malcolm

CEO

I’d like to briefly highlight just some of the recent developments in the broker/dealer. On a personnel issue, last week we announced that Don Meltzer has decided to step down as co-head of our investment banking business in order to pursue his academic interests. I’m pleased to say that in that regard, Don will remain in an advisory capacity with us as a senior advisor. Scott Ryles will now assume sole responsibility as head of investment banking. As Peter mentioned at the beginning of the call, we recently announced the expansion of our platform to cover new verticals including financial institutions and REITs, the FIG group we have built out that team in investment banking led by four senior bankers and we’re very close to making some decisions and announcements on the research side of the house for FIG. In REITs its just the opposite, we’ve hired a talented research team, have already rolled out on a number of names with more to come in the second quarter, and we’re currently looking to fill out the investment banking side of our REIT real estate team. We also expanded our investment banking capabilities with the addition of the senior professional focused on structured and other debt financing, primarily in the healthcare sector, a senior technology M&A banker and a senior banker focused on healthcare services. These new additions have already begun to produce mandates and we’re increasing level of activity and dialogue with these clients. We’re confident they’ll be meaningful contributors as we move forward. Over the course of 2009 we’ve also strengthened our product offerings in electronic trading, and have added capabilities in trading each EPS, we’re confident that these new sources of revenue will contribute in 2010. Our backlog in both capital raising transactions and M&A continued to build…

Jeffrey Solomon

Chief Strategy Officer

Turning to our alternative investment management group I’d like to discuss for a few minutes how we’re positioning going forward. First, we recently announced some changes to the management of our alternative solutions and internal hedge funds businesses. Morgan Stark has been named the Chairman of Ramius Alternative Management and the Head of Macro Strategy, and Tom Strauss has been named President and CEO of the combined unit. Unifying the senior management for these two businesses will allow us to streamline our operations and integrate and enhance our marketing efforts and coin service efforts through improved product coordination. This change sets us up very well for 2010 and beyond as we take a more focused approach to product and service delivery based on our client needs. Looking back to 2009, I’m happy to say that in the fourth quarter we booked incentive fee income for the first time in over four quarters. This occurred as certain of the funded funds products eclipsed their high watermarks and the impact of the club act and subordination provisions relating to the real estate funds wound down. We also made good progress last year on getting our value and opportunity funds back closer to its high watermark. Redemptions have slowed and for the first time in a year we’re seeing investors seriously consider making new allocations to alternative investments broadly and for us, in our fund to fund vary and our directly managed businesses specifically. In that vein, our pipeline of potential new investment mandates is quite strong as the new assignments are being realized. For example, during the beginning of 2010 we’re happy to report that we closed on $100 million managed account for our new credit product. While we believe the primary growth drivers will be in our alternative solutions business that…

Christopher White

Chief Operating Officer

I’d like to spend a moment going through or results of 2009, but first I’d direct people also to this morning’s press release as most of the numbers covered today are included in the release. The new Cowen Group, as the result of the merger of Ramius and Cowen, which closed at the beginning of November. The GAAP accounting associated with the merger resulted in Ramius being deemed to be the purchaser and therefore all pre-November GAAP figures represent only legacy Ramius information. As a result, our 2009 GAAP financials reflect 12 months of Ramius operations and two months of Cowen operations. Likewise, the fourth quarter GAAP numbers reflect three months of Ramius and two months of Cowen operations. All 2008 GAAP information is Ramius stand alone. For the 12 months ended December 31, 2009, we reported a GAAP loss of $55.3 million of $1.35 a share, compared to a loss of $141.8 million in 2008 or $3.78 a share. For the fourth quarter of 2009 we reported a GAAP loss of $23.4 million or $0.46 a share compared to a loss of $76.3 million in the fourth quarter 2008 which represented $2.03 a share. As expressed previously, we believe that economic income, which in a straightforward and understandable way shows how we make money and how we spend money, is the best way to view our results of operations. More specifically, economic income excludes the impact of consolidating any of our funds, it excludes in 2009, $19.2 million of transaction related expenses, $10.5 million of which were incurred in the fourth quarter. It excludes expenses associated with the one time equity awards made in connection with the transaction, which totaled $3.4 million for the year all of which was incurred in the fourth quarter. And it excludes in 2008…

Peter Cohen

Chairman

You’ve heard an awful lot of information being thrown at you and we appreciate it takes some time to parse through this. In summary, we’re pleased with the progress we’ve made following the close of the merger in November 2009. We’re going to continue to be very opportunistic with our business and build on the cost savings and revenue enhancing opportunities presented by this combination. I think we’re very positive on the future and look forward to delivering value to all of our shareholders. I think you all know, employees of the company own a third of the company. With that, I’d like to thank you and turn it over to all of you for Q&A.

Operator

Operator

(Operator Instructions) Your first question comes from Devin Ryan – Sandler O'Neill Devin Ryan – Sandler O'Neill: You guys spoke a bit about the redemptions and the funds but can you give a bit more color on exactly where they came from. It sounds like the tide is turning on that front. Would it be realistic to think about positive net flows as early as this quarter, I want to get some color there.

Jeffrey Solomon

Chief Strategy Officer

The bulk of the redemptions came early in the year last year and we staggered redemptions out and negotiations with our investors primarily in our multi-strategy funds and some of our fund to fund products. We’re not really giving forward guidance, what we can give is pipeline that we have in terms of actively engaged mandates that we’re seeking from clients has grown significantly. Those are always tricky to predict when those kinds of commitments fall. Our distribution network is primarily one where we’ve gone direct to the consultant fee network. They tend to come in size so you’ll get mandates that get awarded at less than regular time. What I can say is the pipeline has certainly increased, the amount of actively engaged dialogues we’re having with clients on the property that we already have is increased significantly. Then we’d expect to close on those if history is any guide.

Greg Malcolm

CEO

I think a year ago we were seeing a lot of people show interest but we weren’t seeing people actually make decisions. As the year has progressed people are actually coming to fruition now and making decisions.

Jeffrey Solomon

Chief Strategy Officer

We certainly narrowed our focus. One of the things that we tried to do with the reorganization of our asset management business was, we understand the dialogues we’re having with clients are far more about figuring out solutions for them and how we can help them with their investment portfolios. When our sales force is dialoguing with clients we’re really trying to ascertain if we’ve got solutions for them and engaging them in a way that we can be more value added and strategic longer term. The downside to that is it may take longer for us to get the assignment but once we’re embedded with the client we then can follow up with other products and services so our view is we’re spending time on bigger opportunities that’s where the revenue stream can be a lot longer and lot more strategic in nature. Devin Ryan – Sandler O'Neill: Thinking about the capital levels and the opportunities there, you’ve obviously recently seated some investments and done some hiring and it sounds like all that will continue. Can you talk about what other opportunities you’re looking at deploy capital potentially like in acquisitions or anything else like that?

Jeffrey Solomon

Chief Strategy Officer

We’re certainly going to be opportunistic. I think if you look at our balance sheet we can be very nimble in the things that we choose to do. Certainly if we had opportunities in the alternative space to acquire assets under management and good talented teams we would continue to look at those and there are some of those in the marketplace. Generally speaking, you’ve got to work out in the culture more than anything else. There are lots of opportunities but you’ve got to make sure you have the right kind of cultural fit. On the broker/dealer side there’s some things where if we had opportunities and we can fit it in, again culturally with our organization we would certainly look to do that. This has got to be really laid up against the ROE we think we can generate on the balance sheet with the investment portfolio. One of the reasons we set up the investment committee the way we have is to be able to look at both investment opportunities and strategic opportunities so that when we are analyzing this we can really compare them against one another and make the best, we think optimal decision from an ROE standpoint. Devin Ryan – Sandler O'Neill: In terms of hiring, if you can answer it this way, thinking about where headcount is going is what I’m getting to. Are there any thoughts of where you’d like to see it by say the end of 2010?

Peter Cohen

Chairman

We don’t have any targets on headcount per se. We have reductions that we saw in effect across the organization. At the same time, we are seeing an awful lot of very talented people who could fill important roles for the combined organization. We have a very active interviewing process going on. Might we be sort of flat to up a little bit, yes I think that could happen. I don’t see us growing headcount very substantially. By the same token, I don’t see it declining very substantially because we are bringing people in and what we’re trying to do is take advantage of the infrastructure savings and invest those savings back into revenue producing people. We are seeing some really attractive people. Devin Ryan – Sandler O'Neill: On the cost initiatives, I think you guys were tracking for somewhere around $10 million. Can you give me an update on how that’s progressing and where you guys are on that front?

Christopher White

Chief Operating Officer

We’ve already realized in excess of $10 million of cost savings between comp and non-comp. As we move through the course of the year we will be able to realize even more. I think we’re ahead of the game in terms of what we indicated to people that we could do. I think the culture of both firms is one in which we try to reduce non-comps and we try to reduce expense wherever we can. I think over the last three years we’ve brought down non-comps by over 20% on a combined basis and there’s more that we can do because there are redundancies within, certainly on the infrastructure side, not people I’m talking now about systems and things that take a little longer to actually extract them from the system. I think we’ll do that over the course of 2010.

Operator

Operator

Your next question comes from Justin Evans – Sonoma Capital Justin Evans – Sonoma Capital: Would you guys ever be a buyer of a plain vanilla asset management business? Is that something you’d ever think about?

Greg Malcolm

CEO

I don’t think we would rule out anything. The answer is sure but it’s going to be a function of whether or not we think that we can apply the marketing capability to grow that business and whether or not that business brings some unique capability to us that we presently don’t have. In this environment we don’t rule out anything. We’re going to look at everything and very carefully figure out how we can leverage the organization and the firm’s capital. Justin Evans – Sonoma Capital: I wanted to ask about the prop book a little bit, is that still mostly invested in the enterprise fund or should we think about that as being deployed more broadly across the firm?

Jeffrey Solomon

Chief Strategy Officer

The bulk of that is invested directly in the enterprise fund now. Within that fund we obviously have our private investments and our public investments. When I talked about it I was really talking about how we look at managing risk on a look through basis. The bulk of that that are still invested through the enterprise fund.

Greg Malcolm

CEO

There’s more capital in the broker/dealer today.

Jeffrey Solomon

Chief Strategy Officer

Outside of the investment portfolio we are actively managing our broker/dealer capital which is something that Cowen historically did not do. There obviously we have regulatory capital needs and we maintain a significant excess net regulatory capital in the broker/dealer and we’re actually able to generate positive carry on that as well. Justin Evans – Sonoma Capital: In your release I noticed there wasn’t any guidance and I think you mentioned it, can you guys give any kind of color on what you think this business can earn, maybe backing out the prop book. Obviously the prop book is going to add a lot of variability to your earnings each quarter depending on what the market is doing and how you guys are doing there. Generally speaking for the rest of the business how can that do without that prop book?

Greg Malcolm

CEO

We can look at history and see it by business in our prior filings. We do have a lawyer sitting with us in the room here.

Peter Cohen

Chairman

The only thing I would say on that is how the business does ex the prop book is to a certain extent is going to be a function of the environment that we’re in. I don’t think it comes as any surprise to anyone how much volume has contracted and how new issuance and the follow on business has been affected by the lack of volume in the environment. We had this flurry in the fourth quarter of new issuance then it slowed down again. A number of deals, not ours per se, deals that were filed by other banks got pulled in the last six or eight weeks. Suffice it to say this merger wouldn’t make any sense if we couldn’t make money ex our prop capital in a more normalized environment. The one thing that I think will happen and I hope we will participate is the M&A environment is going to continue to be and maybe growingly be robust. We’ve got the ability to participate in that in our space or spaces, in our sectors. I hope that attempts to answer the question with out getting myself in a pickle. Justin Evans – Sonoma Capital: I’m trying to figure out how different your model going forward will be from the historical investment bank model. Do you envision using some leverage at some point for his model?

Jeffrey Solomon

Chief Strategy Officer

The key here is matching duration to asset type. I think we can and have used leverage. We’re more likely to use leverage against things where we have significant liquidity. Of course we’d like to be in a position where we have a lot of liquidity on the asset side and maybe term debt at some point in the future if we were to put some debt into the portfolio. It’s the balance sheet. Could we scale? Sure we could scale but I think we’re far more focused on managing the liquidity on the balance sheet and generating the rates of return on a un-levered basis, a partner view if we could do that well then adding a more leverage will enhance the returns but we will not be a slave to having to leverage the balance sheet in order to generate returns. Justin Evans – Sonoma Capital: With the lack of guidance, I’m just a little bit nervous about the burn rate. Can you address that at all? Is there any likelihood that you’re going to have to raise additional equity at some point?

Jeffrey Solomon

Chief Strategy Officer

We don’t anticipate having to come back to the market to generate additional equity unless we see an opportunistic reason to do so.

Greg Malcolm

CEO

We have seen conjunction with some kind of proactive event which required more capital perhaps then we had available but that would have a real benefit.

Operator

Operator

Your next question comes from Ryan Kealy – KBW Ryan Kealy – KBW: On the high watermarks that you touched on, are there any funds in the largest ones that you break out with at least $200 million in AUN that are not capable of recapturing high watermarks because of when they were created or started investing?

Jeffrey Solomon

Chief Strategy Officer

Every fund that we have is capable of being able to recoup its high watermarks. It’s a little misleading because high watermarks are specific to the investors themselves. To the extent that new assets come in to any of those existing funds those are not subject to high watermarks. The numbers that we put in there, if you are a generic investor and you were an investor as of January 1, 2008, where would your returns have to go in order to recoup the high watermark. Ryan Kealy – KBW: In terms of future potential redemptions, are there any notable lock ups coming off, I think you guys have touched on it before maybe within the enterprise fund, or are those pretty much expired at year end?

Jeffrey Solomon

Chief Strategy Officer

There are several, the enterprise fund was a two year rolling lock up fund, the answer to your rolling lock up funds, so there are several through March and June are the last two significant redemption dates. To date we have relatively small redemptions that we’re seeing from that. People haven’t redeemed they would be rolling for another two years. Ryan Kealy – KBW: Of any of the people that have not redeemed to this point are any large contributors or you don’t really disclose that?

Peter Cohen

Chairman

We haven’t really disclosed that.

Operator

Operator

At this moment I’m showing there are no questions in the queue.

Peter Cohen

Chairman

I’d like to thank everybody for their patience and thank you for your help and look forward to speaking with to you with brighter stories in the future. Thank you all very much.