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Note 26 - Earnings (Loss) Per Common Share
 12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Earnings Per Share [Text Block]
26
. EARNINGS / (Loss) PER COMMON SHARE
 
The following table presents a reconciliation of basic and diluted earnings / (loss) per common share for the periods indicated.
 
EARNINGS / (LOSS) PER COMMON SHARE
(Dollars in Thousands, except share or per share information)
 
   
Year Ended December 31,
  
   
2020
    
2019
    
2018
  
Net income / (loss) attributable to Cohen & Company Inc.
   $
14,205
     $
(2,054
 )   $
(2,463
 )
Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1)    
14,200
      
(1,231
 )    
(1,524
 )
Add back: interest expense on 2017 Convertible Note, net of tax
    
1,162
      
-
      
-
  
Add / (deduct): Adjustment (2)    
9,452
      
246
      
390
  
Net income / (loss) on a fully converted basis
   $
39,019
     $
(3,039
 )   $
(3,597
 )
                         
Weighted average common shares outstanding - Basic
    
1,131,085
      
1,136,574
      
1,152,073
  
Unrestricted Operating LLC units of membership interests exchangeable into Cohen & Company Inc. shares (1)    
2,800,597
      
544,599
      
532,409
  
Restricted Units or shares
    
124,922
      
-
      
-
  
Contingent shares on the 2017 Convertible Note
    
1,034,483
      
-
      
-
  
Weighted average common shares outstanding - Diluted
    
5,091,087
      
1,681,173
      
1,684,482
  
                         
Net income / (loss) per common share - Basic
   $
12.56
     $
(1.81
 )   $
(2.14
 )
                         
Net income / (loss) per common share - Diluted (3)
   $
7.66
     $
(1.81
 )   $
(2.14
 )
 
(
1
)
The Operating LLC units of membership interests
not
held by Cohen & Company Inc. (that is, those held by the non-controlling interest)
may
be redeemed and exchanged into shares of the Company on a
ten
-for-
one
basis. The Operating LLC units of membership interests
not
held by Cohen & Company Inc. are redeemable, at the member's option at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Common Stock for the
ten
consecutive trading days immediately preceding the date the Company receives the member's redemption notice, or (ii) at the Company's option,
one
tenth
of a share of the Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the  Common Stock. These units are
not
included in the computation of basic earnings per share.  These units enter into the computation of diluted net income (loss) per common share when the effect is
not
anti-dilutive using the if-converted method.
(
2
)
An adjustment is included because the Company would have incurred a higher income tax expense or realized a higher income tax benefit if the Operating LLC units of membership interests had been converted at the beginning of the period.
(
3
)
Potentially diluted securities that were
not
included in the diluted per share calculations because they would be anti-dilutive were as follows:    
 
 
   
Year Ended December 31,
  
   
2020
    
2019
    
2018
  
2017 Convertible Note
    
-
      
1,034,483
      
1,034,483
  
2013 Convertible Notes
    
-
      
414,882
      
352,292
  
Restricted Common Stock
    
-
      
15,101
      
26,380
  
Restricted Operating LLC units
    
-
      
3,752
      
-
  
     
-
      
1,468,218
      
1,413,155