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Earnings / (Loss) Per Common Share
3 Months Ended
Mar. 31, 2020
Earnings / (Loss) Per Common Share [Abstract]  
Earnings / (Loss) Per Common Share

20. 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)



 

 

 

 

 

 



Three Months Ended March 31,

 



2020

 

2019

 

Net income / (loss) attributable to Cohen & Company Inc.

$

(3,102)

 

$

(1,202)

 

Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1)

 

(8,523)

 

 

(622)

 

 Add / (deduct): Adjustment (2)

 

966 

 

 

53 

 

Net income / (loss) on a fully converted basis

$

(10,659)

 

$

(1,771)

 



 

 

 

 

 

 

Weighted average common shares outstanding - Basic

 

1,146,879 

 

 

1,133,166 

 

Unrestricted Operating LLC membership units exchangeable into Cohen & Company, Inc. shares (1)

 

2,793,798 

 

 

532,409 

 

Weighted average common shares outstanding - Diluted (3)

 

3,940,677 

 

 

1,665,575 

 



 

 

 

 

 

 

Net income / (loss) per common share - Basic

$

(2.70)

 

$

(1.06)

 



 

 

 

 

 

 

Net income / (loss) per common share - Diluted

$

(2.70)

 

$

(1.06)

 



(1)

The Operating LLC units of membership interest 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, as applicable, 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:



 

 

 

 

 

 



 

Three Months Ended March 31,



 

2020

 

2019

2017 Convertible Note

 

1,034,483 

 

 

1,034,483 

 

2013 Convertible Notes

 

-

 

 

565,469 

 

Restricted Common Stock

 

30,466 

 

 

44,176 

 

Restricted Operating LLC units

 

15,424 

 

 

15,006 

 



 

1,080,373 

 

 

1,659,134