Shareholders' Equity and Share-Based Payments [Text Block] | 21. Common Stock The holders of the Common Stock are entitled to one no no Preferred Stock Series C Junior Participating Preferred Stock December 31, 2022 2021 March, June, September, December first first not not December 31, 2022 2021 Series E Voting Non-Convertible Preferred Stock no 10 one December 31, 2022 ten one not December 31, 2022 May 9, 2013, December 31, 2022 Non-Controlling Interest — Future Conversion / Redemption of Operating LLC Units Series F Voting Non-Convertible Preferred Stock December 23, 2019, not 1 ten 10 ten one not December 31, 2022 December 31, 2022 . See Non-Controlling Interest/ - Securities Purchase Agreement – Purchase of IMXI shares below. Together, the Series E and Series F Preferred Stock enables Daniel G. Cohen and the DGC Trust to exercise approximately 60.7% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2022 Stockholder Rights Plan On March 10, 2020, 382 one March 20, 2020 ( one ten Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates for Rights), and no Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a “Distribution Date” will occur upon the earlier of (i) 10 10 not Pursuant to the Rights Agreement, an “Exempted Person” is any person or entity who, together with all affiliates and associates of such person or entity, was or could become, as of March 10, 2020, March 10, 2020. no 4.95% x March 10, 2020, 4.95% no 4.95% x 4.95% In addition, the Rights Agreement defines the term “Exempted Person” to also include any person or entity who, together with all affiliates and associates of such person or entity, is the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% not, x 4.95% Pursuant to the Rights Agreement, a purchaser, assignee or transferee of the shares of Common Stock (or options or warrants exercisable for Common Stock) from an Exempted Person will not 4.95% The Rights are not December 31, 2023, ( 382 no may not no Except as otherwise determined by the Company’s board of directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. Pursuant to the Rights Agreement, in the event that a person or entity becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two one $100.00 not $100.00. ten 10 Notwithstanding any of the foregoing, following the occurrence of a person or entity becoming an Acquiring Person (the “Flip-In Event”), all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by such Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not two not no The Purchase Price payable, and the number of Units of Series C Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series C Preferred Stock, (ii) if holders of the Series C Preferred Stock are granted certain rights or warrants to subscribe for Series C Preferred Stock or convertible securities at less than the current market price of the Series C Preferred Stock, or (iii) upon the distribution to holders of the Series C Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no At any time after the Stock Acquisition Date, the Company may may 50% one At any time until ten may not Until a Right is exercised, the holder thereof, as such, will have no not may, Net Share Settlement of Restricted Stock The Company may, not Repurchases of Shares and Retirement of Treasury Stock On December 21, 2020 August 31, 2020, “December 2020 "August 2020 "10b5 1 December 2020 August 2020 December 2020 August 2020 December 2020 December 23, 2020 July 28, 2021, August 2020 August 31, 2020 November 19, 2020, 10b5 1 may 10b 18 10b5 1 10b5 1 During the twelve December 31, 2021, 10b 5 During the twelve December 31, 2020, 10b5 1 All of the repurchases noted above were completed using cash on hand. Equity Distribution Agreement On December 1, 2020, 415 one third March 5, 2021. On June 7, 2021, June 5, 2021, not not 10b5 1 1934, 10b5 1 The Equity Agreement includes customary representations, warranties and covenants by the Company and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agent may The offering of the Common Stock pursuant to the Equity Agreement will terminate upon the sale of all of the Shares pursuant to the Equity Agreement, unless sooner terminated in accordance with the terms and conditions of the Equity Agreement. During the year ended December 31, 2021, December 31, 2022. Dividends and Distributions During the year ended December 31, 2022, $.75 April 5, 2022. December 31, 2021, December 31, 2020, In the aggregate, during 2022 2021 2020 2022 2021 2020 Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan. CCFESA is regulated by the ACPR and subject to certain minimum levels of capital. CCFEL was regulated by the CBI and had to maintain certain minimum levels of capital. As of December 31, 2022, no 25. Shares Outstanding of Stockholders’ Equity of the Company The following table summarizes share transactions that occurred in stockholders’ equity during the years ended December 31, 2022 2021 2020 ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC. Common Stock Restricted Stock Total December 31, 2019 (1) 1,119,909 73,715 1,193,624 Issuance of shares - - - Issuance as equity-based compensation - 268,129 268,129 Vesting of shares 55,278 (55,278 ) - Shares withheld for employee taxes (15,043 ) - (15,043 ) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (121,181 ) - (121,181 ) December 31, 2020 (1) 1,038,963 286,566 1,325,529 Issuance of shares 300,859 - 300,859 Issuance as equity-based compensation - 142,376 142,376 Vesting of shares 62,649 (62,649 ) - Shares withheld for employee taxes (21,777 ) - (21,777 ) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock (49,544 ) - (49,544 ) December 31, 2021 (1) 1,331,150 366,293 1,697,443 Issuance of shares - - - Issuance as equity-based compensation - 92,400 92,400 Vesting of shares 117,634 (117,634 ) - Shares withheld for employee taxes (15,501 ) - (15,501 ) Forfeiture / cancellation of restricted stock - - - Repurchase and retirement of common stock - - - December 31, 2022 (1) 1,433,283 341,059 1,774,342 ( 1 Excludes remaining restricted units of Cohen & Company Inc. Common Stock. See note 22. Convertible Non-Controlling Interest Securities Purchase Agreement – Purchase of IMXI shares On December 30, 2019 ( Pursuant to the SPA, Daniel G. Cohen and the DGC Trust purchased (i) an aggregate of 22,429,541 newly issued units of membership interests in the Operating LLC (collectively, the “LLC Units”) and (ii) 22,429,541 newly issued shares of Series F Preferred Stock. As consideration for this purchase, Daniel G. Cohen and the DGC Trust transferred shares of common stock of International Money Express, Inc. (NASDAQ: IMXI) to the Company. The shares transferred by Daniel Cohen were valued at $4,351 and the shares transferred by the DGC Trust were valued at $3,428. The Company accounted for this transaction by recording an increase of $7,779 in other investments, at fair value and a corresponding increase in the non-controlling interest. Prior to the merger of IMXI with and into a special purpose acquisition company in a transaction that resulted in the listing of IMXI on NASDAQ, Mr. Cohen served as the chief executive officer and member of the board of directors of the special purpose acquisition company. The SPA contains customary representations and warranties on the part of each of the Operating LLC, the Company, Daniel G. Cohen, and the DGC Trust. The Operating LLC, the Company, Daniel G. Cohen, and the DGC Trust provide customary indemnifications thereunder. Pursuant to the Amended and Restated Limited Liability Company Agreement of the Operating LLC, dated as of December 16, 2009, may one 10 However, pursuant to the SPA, Daniel G. Cohen and the DGC Trust agreed that, until the Company’s stockholders approve the Stockholder Proposal (as defined below), they will not Pursuant to the SPA, Daniel G. Cohen and the DGC Trust also agreed to not 382 1986, Pursuant to the SPA, at the 2020 713 may not 2020 In addition, effective as of the SPA Effective Date, if the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any meeting or any other circumstances upon which a vote, agreement, consent (including unanimous written consents) or other approval is sought from the holders of units of membership interests in the Operating LLC (each, a “Meeting”), then for so long as the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any Meeting, Daniel G. Cohen and the DGC Trust have agreed to grant a voting proxy to the Company pursuant to which the Company may September 25, 2020, 21 31. Future Conversion / Redemption of Operating LLC Units Each Operating LLC unit of membership interest is 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 one 10 Unit Issuance and Surrender Agreement — Acquisition and Surrender of Additional Units of the Operating LLC, net Effective January 1, 2011 May 27, 2021, 1:10 The following table summarizes the transactions that resulted in changes in the unit ownership of the Operating LLC including unit issuances and forfeitures related to the UIS agreement. ROLLFORWARD OF UNITS OUTSTANDING OF THE OPERATING LLC Cohen & Company Inc. Daniel G. Cohen DGC Trust Others Total December 31, 2019 11,199,084 17,801,275 9,880,268 72,088 38,952,715 Issuance of Units under UIS, net 402,350 - - - 402,350 Issuance of Units as equity compensation - - - - - Vesting of units 275,000 275,000 Repurchase and retirement of Common Stock (1,211,810 ) - - - (1,211,810 ) December 31, 2020 10,389,624 18,076,275 9,880,268 72,088 38,418,255 Issuance of Units under UIS, net 3,417,310 - - - 3,417,310 Issuance of Units as equity compensation - - - - - Vesting of units - 529,040 - 10 529,050 Repurchase and retirement of Common Stock (495,440 ) - - - (495,440 ) December 31, 2021 13,311,494 18,605,315 9,880,268 72,098 41,869,175 Issuance of Units under UIS, net 1,021,330 - - - 1,021,330 Issuance of Units as equity compensation - - - - - Vesting of units - 751,540 - 751,540 Issuance of units under 2017 Convertible Note - - 10,344,827 - 10,344,827 December 31, 2022 14,332,824 19,356,855 20,225,095 72,098 53,986,872 The following table presents the impact to equity from Cohen & Company Inc.’s ownership interest in the Operating LLC. For the Year Ended December 31, 2022 2021 2020 Net income / (loss) attributable to Cohen & Company Inc. $ (13,389 ) $ 11,808 $ 14,205 Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net (338 ) (1,929 ) (1,765 ) Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest $ (13,727 ) $ 9,879 $ 12,440 Detail of Non-Controlling Interest ROLLFORWARD OF NON-CONTROLLING INTERESTS (Dollars in Thousands) Operating LLC Insurance SPAC Sponsor Entities Insurance SPAC II Sponsor Entities Insurance SPAC III Sponsor Entities Other Consolidated Subsidiaries Total December 31, 2019 $ 13,175 $ 2,262 $ - $ - $ - $ 15,437 Non-controlling interest share of (loss) 14,200 9,328 (262 ) (16 ) 998 24,248 Other comprehensive income 103 - - - - 103 Acquisition / (surrender) of additional units of consolidated subsidiary 1,706 - - - - 1,706 Equity-based compensation 613 11,700 - - - 12,313 Shares withheld for employee taxes (39 ) - - - - (39 ) Dividends/distributions to convertible non-controlling interest (35 ) - - - - (35 ) Non-convertible non-controlling interest investment - - 4,557 5,432 3,500 13,489 Non-convertible non-controlling interest distributions - (6,604 ) - - (3,090 ) (9,694 ) December 31, 2020 $ 29,723 $ 16,686 $ 4,295 $ 5,416 $ 1,408 $ 57,528 Non-controlling interest share of (loss) 26,656 3,560 17,644 (615 ) 14,985 62,230 Other comprehensive income (170 ) - - - - (170 ) Acquisition / (surrender) of additional units of consolidated subsidiary 1,939 - - - - 1,939 Equity-based compensation 1,859 - 13,068 - - 14,927 Shares withheld for employee taxes (276 ) - - - - (276 ) Dividends/distributions to convertible non-controlling interest (2,103 ) - - - - (2,103 ) Non-convertible non-controlling interest investment - - 7 17,088 17,095 Non-convertible non-controlling interest distributions (20,246 ) (35,007 ) - (6,425 ) (61,678 ) December 31, 2021 $ 57,628 $ - $ - $ 4,808 $ 27,056 $ 89,492 Non-controlling interest share of (loss) (22,078 ) - - (4,808 ) (18,395 ) (45,281 ) Other comprehensive income (152 ) - - - - (152 ) Acquisition / (surrender) of additional units of consolidated subsidiary 334 - - - - 334 Equity-based compensation 3,181 - - - - 3,181 Shares withheld for employee taxes (158 ) - - - - (158 ) Dividends/distributions to convertible non-controlling interest (6,485 ) - - - - (6,485 ) Convertible non-controlling interest investment 15,000 - - - - 15,000 Non-convertible non-controlling interest investment - - - - 9 9 Non-convertible non-controlling interest distributions - - - - (8,653 ) (8,653 ) December 31, 2022 $ 47,270 $ - $ - $ - $ 17 $ 47,287 |