EARNINGS / (LOSS) PER COMMON SHARE
(Dollars in Thousands, except share or per share information)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net income / (loss) attributable to Cohen & Company Inc.	$	(651)	$	(547)	$	(2,045)	$	551
Add/ (deduct): Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1)		(583)		(211)		(1,530)		274
Add / (deduct): Adjustment (2)		283		(30)		596		(29)
Net income / (loss) on a fully converted basis	$	(951)	$	(788)	$	(2,979)	$	796

Weighted average common shares outstanding - Basic		1,145,323		1,212,826		1,163,572		1,209,585
Unrestricted Operating LLC membership units exchangeable into Cohen & Company shares (1)		532,409		532,409		532,409		532,409
Restricted units or shares		-		-		-		13,938
Weighted average common shares outstanding - Diluted (3)		1,677,732		1,745,235		1,695,981		1,755,932

Net income / (loss) per common share - Basic	$	(0.57)	$	(0.45)	$	(1.76)	$	0.46

Net income / (loss) per common share - Diluted	$	(0.57)	$	(0.45)	$	(1.76)	$	0.45

(1)

The Operating LLC membership units not held by Cohen & Company Inc. (that is, those held by the non-controlling interest for the nine months ended September 30, 2018 and 2017) may be redeemed and exchanged into shares of the Company on a ten-for-one basis. The Operating LLC membership units 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 Company’s 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 Company’s Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Company’s Common Stock as a dividend or other distribution on the Company’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Company’s 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 for the following reason: if the Operating LLC membership units had been converted at the beginning of the period, the Company would have incurred a higher income tax expense or realized a higher income tax benefit, as applicable.

(3)

For the three months ended September 30, 2018 weighted average common shares outstanding excludes (i) 26,168 shares representing restricted Common Stock (ii) 293,865 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive. For the nine months ended September 30, 2018, weighted average common shares outstanding excludes (i) 22,400 shares representing restricted Common Stock (ii) 281,233 shares from the assumed conversion of the 2013 Convertible Notes, and (iii) 1,034,483 shares from the assumed conversion of the 2017 Convertible Note because the inclusion of such shares would be anti-dilutive.