Cowen (COWN) 10-Q 2021 Q2 Quarterly report

0001466538cown:PurpleProtectAssetS91Member2020-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 001-34516

Cowen Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	27-0423711 (I.R.S. Employer Identification No.)
599 Lexington Avenue New York, New York (Address of Principal Executive Offices)	10022 (Zip Code)

(646) 562-1010

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Class A Common Stock, par value $0.01 per share	COWN	The Nasdaq Global Market
7.75% Senior Notes due 2033	COWNL	The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒  No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐
Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐    No ☒

As of July 29, 2021, there were 29,015,731 shares of the registrant's common stock outstanding.

Item No.			Page No.
PART I. FINANCIAL INFORMATION			4
	1. Unaudited Condensed Consolidated Financial Statements		4
		Condensed Consolidated Statements of Financial Condition	4
		Condensed Consolidated Statements of Operations	6
		Condensed Consolidated Statements of Comprehensive Income (Loss)	8
		Condensed Consolidated Statements of Changes in Equity	9
		Condensed Consolidated Statements of Cash Flows	11
		Notes to Condensed Consolidated Financial Statements	13
	2. Management's Discussion and Analysis of Financial Condition and Results of Operations		66
	3. Quantitative and Qualitative Disclosures About Market Risk		107
	4. Controls and Procedures		107
PART II. OTHER INFORMATION			108
	1. Legal Proceedings		108
	1A. Risk Factors		108
	2. Unregistered Sales of Equity Securities and Use of Proceeds		108
	3. Defaults Upon Senior Securities		109
	4. Mine Safety Disclosures		109
	5. Other Information		109
	6. Exhibits		110
SIGNATURES			111

2

Special Note Regarding Forward-Looking Statements

We have made statements in this Quarterly Report on Form 10-Q (including in "Management's Discussion and Analysis of Financial Condition and Results of Operations") that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking terms such as "may," "might," "will," "would," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "possible," "potential," "intend," "seek" or "continue," the negative of these terms and other comparable terminology or similar expressions. In addition, our management may make forward-looking statements to analysts, representatives of the media and others. These forward-looking statements represent only the Company's beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond our control) and are predictions only, based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks contained in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 and the risks contained in Item 1A of this periodic report on Form 10-Q for the three and six months ended June 30, 2021.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations.

Unaudited Condensed Consolidated Financial Statements are presented for the three and six months ended June 30, 2021 and 2020. The Consolidated Financial Statements as of December 31, 2020 were audited.

3

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

Cowen Inc. Condensed Consolidated Statements of Financial Condition (dollars in thousands, except share and per share data) (unaudited)
	As of June 30, 2021		As of December 31, 2020
Assets
Cash and cash equivalents	$	806,887	$	645,169
Cash collateral pledged	64,895		110,743
Segregated cash	178,179		185,141
Securities owned, at fair value ($2,469,150 and $1,218,947 were pledged to various parties)	3,718,191		2,001,602
Securities purchased under agreements to resell	0		191
Receivable on derivative contracts, at fair value	109,747		51,482
Securities borrowed	1,791,331		1,908,187
Other investments ($149,105 and $133,454 at fair value, respectively)	332,742		255,027
Deposits with clearing organizations, brokers and banks	96,120		104,952
Receivable from brokers, dealers and clearing organizations, net of allowance of $670 and $885, respectively	2,207,742		1,729,744
Receivable from customers, net of allowance of $674 and $530, respectively	185,753		103,963
Fees receivable, net of allowance of $3,363 and $3,348, respectively	158,348		160,349
Due from related parties	21,500		21,068
Fixed assets, net of accumulated depreciation and amortization of $44,795 and $40,670, respectively	31,265		33,023
Operating lease right-of-use assets	74,755		78,241
Goodwill	147,084		147,084
Intangible assets, net of accumulated amortization of $28,921 and $37,884, respectively	26,929		24,403
Deferred tax asset, net	3,936		9,030
Other assets	95,362		54,884
Consolidated Funds
Cash and cash equivalents	298		417
Securities owned, at fair value	3,523		10,622
Other investments	102,368		192,670
Other assets	46		207
Total Assets	$	10,157,001	$	7,828,199
Liabilities, Temporary Equity and Permanent Equity
Liabilities
Securities sold, not yet purchased, at fair value	$	1,080,929	$	728,115
Securities sold under agreements to repurchase	2,622		5,036
Payable for derivative contracts, at fair value	59,598		76,160
Securities loaned	3,177,201		2,476,414
Payable to brokers, dealers and clearing organizations	530,868		415,143
Payable to customers	2,657,112		1,680,326
Commission management payable	125,978		116,987
Compensation payable	465,079		373,339
Operating lease liabilities	79,160		82,735
Notes payable and other debt	480,899		383,067
Convertible debt	0		80,808
Fees payable	28,229		43,833
Due to related parties	91		51
Accounts payable, accrued expenses and other liabilities	205,183		196,479
Consolidated Funds
Due to related parties	4		7
Accounts payable, accrued expenses and other liabilities	205		578
Total Liabilities	$	8,893,158	$	6,659,078

4

Cowen Inc. Condensed Consolidated Statements of Financial Condition (dollars in thousands, except share and per share data) (unaudited)
	As of June 30, 2021		As of December 31, 2020
(continued)
Commitments and Contingencies (Note 17)	0		0
Temporary Equity
Redeemable non-controlling interests	$	0	$	0
Permanent Equity
Cowen Inc. stockholders' equity
Preferred stock, par value $0.01 per share: 10,000,000 shares authorized, 120,750 shares issued and outstanding as of June 30, 2021 (aggregate liquidation preference of $120,750) and 10,000,000 shares authorized, 120,750 shares issued and outstanding as of December 31, 2020 (aggregate liquidation preference of $120,750), respectively	$	1	$	1
Class A common stock, par value $0.01 per share: 62,500,000 shares authorized, 54,012,833 shares issued and 28,995,801 outstanding as of June 30, 2021 and 62,500,000 shares authorized, 49,465,491 shares issued and 26,845,628 outstanding as of December 31, 2020, respectively (including 244,916 and 334,230 restricted shares, respectively)	334		334
Class B common stock, par value $0.01 per share: 62,500,000 authorized, 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	0		0
Additional paid-in capital	1,166,165		1,130,138
(Accumulated deficit) retained earnings	369,517		185,901
Accumulated other comprehensive income (loss)	(2)		(7)
Less: Class A common stock held in treasury, at cost, 25,017,032 and 22,619,863 shares as of June 30, 2021 and December 31, 2020, respectively	(438,671)		(346,870)
Total Cowen Inc. Stockholders' Equity	1,097,344		969,497
Nonredeemable non-controlling interests	166,499		199,624
Total Permanent Equity	$	1,263,843	$	1,169,121
Total Liabilities, Temporary Equity and Permanent Equity	$	10,157,001	$	7,828,199

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Cowen Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues
Investment banking	$	224,981	$	203,982	$	529,815	$	309,010
Brokerage	139,060		130,209		312,797		271,586
Investment income (loss)
Securities principal transactions, net	40,572		157,588		104,537		126,543
Portfolio fund principal transactions, net	(1,882)		12,094		13,521		9,276
Carried interest allocations	(35,530)		37,757		61,239		26,213
Total investment income (loss)	3,160		207,439		179,297		162,032
Management fees	14,995		11,653		40,737		23,257
Incentive income	169		0		2,427		0
Interest and dividends	62,173		47,918		121,561		89,995
Insurance and reinsurance premiums	11,493		5,967		18,610		16,438
Other revenues	2,031		1,286		3,690		2,868
Consolidated Funds
Principal transactions, net	693		37,387		(2,656)		(35,756)
Interest and dividends	2		332		4		2,857
Other revenues	0		11		0		620
Total revenues	458,757		646,184		1,206,282		842,907
Interest and dividends expense	63,073		49,304		120,714		88,096
Total net revenues	395,684		596,880		1,085,568		754,811
Expenses
Employee compensation and benefits	219,186		305,282		607,382		429,710
Brokerage and trade execution costs	38,813		34,866		84,469		67,752
Underwriting expenses	6,152		8,871		13,067		12,511
Professional, advisory and other fees	17,457		14,395		32,917		25,434
Service fees	6,379		6,768		12,110		13,605
Communications	9,710		8,073		18,977		16,249
Occupancy and equipment	9,946		8,973		19,486		18,503
Depreciation and amortization	4,565		6,200		8,919		11,642
Client services and business development	4,336		2,760		11,184		14,563
Insurance and reinsurance claims, commissions and amortization of deferred acquisition costs	5,216		6,434		11,671		16,864
Other expenses	11,208		7,321		7,867		11,549
Consolidated Funds
Interest and dividends	0		812		0		2,064
Professional, advisory and other fees	63		274		173		1,264
Brokerage and trade execution costs	0		17		0		37
Other expenses	61		482		222		934
Total expenses	333,092		411,528		828,444		642,681
Other income (loss)
Net gains (losses) on other investments	6,730		6,528		19,375		6,466
Bargain purchase gain, net of tax	0		0		3,855		0
Gain/(loss) on debt extinguishment	0		0		(4,538)		0
Total other income (loss)	6,730		6,528		18,692		6,466
Income (loss) before income taxes	69,322		191,880		275,816		118,596
Income tax expense (benefit)	10,244		44,932		64,672		43,759
Net income (loss)	59,078		146,948		211,144		74,837

6

Cowen Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
(continued)
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds	13,755		33,113		18,317		(29,075)
Net income (loss) attributable to Cowen Inc.	45,323		113,835		192,827		103,912
Preferred stock dividends	1,698		1,698		3,396		3,396
Net income (loss) attributable to Cowen Inc. common stockholders	$	43,625	$	112,137	$	189,431	$	100,516
Weighted average common shares outstanding:
Basic	26,903		27,983		27,130		28,289
Diluted	33,858		29,316		33,703		29,644
Earnings (loss) per share:
Basic	$	1.62	$	4.01	$	6.98	$	3.55
Diluted	$	1.29	$	3.83	$	5.62	$	3.39

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

Cowen Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(dollars in thousands)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net income (loss)		$	59,078		$	146,948		$	211,144		$	74,837
Other comprehensive income (loss), net of tax:
Foreign currency translation	1			0			5			0
Total other comprehensive income (loss), net of tax		1			0			5			0
Comprehensive income (loss)		$	59,079		$	146,948		$	211,149		$	74,837
Less: Comprehensive income attributable to non-controlling interests		13,755			33,113			18,317			(29,075)
Comprehensive income (loss) attributable to Cowen Inc.		$	45,324		$	113,835		$	192,832		$	103,912

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

Cowen Inc.

Condensed Consolidated Statements of Changes in Equity

(dollars in thousands, except share data)

(unaudited)

	Common Shares Outstanding	Common Stock		Preferred Shares Outstanding	Preferred Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings/ (Accumulated deficit)		Total Cowen Inc. Stockholders' Equity		Nonredeemable Non-controlling Interests		Total Permanent Equity		Redeemable Non-controlling Interest
Balance, March 31, 2021	26,852,331	$	334	120,750	$	1	$	(373,774)	$	1,151,377	$	(3)	$	328,930	$	1,106,865	$	133,115	$	1,239,980	$	0
Net income (loss) attributable to Cowen Inc.	—	—		—	—		—		—		—		45,323		45,323		—		45,323		—
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds	—	—		—	—		—		—		—		—		—		13,755		13,755		0
Foreign currency translation	—	—		—	—		—		—		1		—		1		—		1		—
Capital contributions	—	—		—	—		—		—		—		—		—		24,323		24,323		0
Capital withdrawals	—	—		—	—		—		—		—		—		—		(4,694)		(4,694)		0
Restricted stock awards issued	846,381	—		—	—		—		—		—		—		—		—		—		—
Purchase of treasury stock, at cost	(1,641,559)	—		—	—		(64,897)		—		—		—		(64,897)		—		(64,897)		—
Share settlement of convertible notes (See Note 18)	2,938,648	—		—	—		—		—		—		—		—		—		—		—
Preferred stock dividends (See Note 19)	—	—		—	—		—		—		—		(1,698)		(1,698)		—		(1,698)		—
Cash dividends to common stockholders (See Note 19)	—	—		—	—		—		—		—		(3,038)		(3,038)		—		(3,038)		—
Share based awards	—	—		—	—		—		14,788		—		—		14,788		—		14,788		—
Balance, June 30, 2021	28,995,801	$	334	120,750	$	1	$	(438,671)	$	1,166,165	$	(2)	$	369,517	$	1,097,344	$	166,499	$	1,263,843	$	0
	Common Shares Outstanding	Common Stock		Preferred Shares Outstanding	Preferred Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings/ (Accumulated deficit)		Total Cowen Inc. Stockholders' Equity		Nonredeemable Non-controlling Interests		Total Permanent Equity		Redeemable Non-controlling Interest
Balance, March 31, 2020	27,628,117	$	334	120,750	$	1	$	(305,192)	$	1,119,534	$	(5)	$	(29,869)	$	784,803	$	138,241	$	923,044	$	318,001
Net income (loss) attributable to Cowen Inc.	—	—		—	—		—		—		—		113,835		113,835		—		113,835		—
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and funds	—	—		—	—		—		—		—		—		—		5,047		5,047		28,066
Capital contributions	—	—		—	—		—		—		—		—		—		0		0		65,356
Capital withdrawals	—	—		—	—		—		—		—		—		—		(2,959)		(2,959)		(50,712)
Consolidation of entity	—	—		—	—		—		—		—		—		—		48,596		48,596		—
Deconsolidation of entity	—	—		—	—		—		—		—		—		—		—		—		(360,711)
Restricted stock awards issued	691,149	—		—	—		—		—		—		—		—		—		—		—
Purchase of treasury stock, at cost	(711,098)	—		—	—		(9,779)		—		—		—		(9,779)		—		(9,779)		—
Preferred stock dividends (See Note 19)	—	—		—	—		—		—		—		(1,698)		(1,698)		—		(1,698)		—
Cash dividends to common stockholders (See Note 19)	—	—		—	—		—		—		—		(1,083)		(1,083)		—		(1,083)		—
Common stock issuance related to 2019 acquisition	33,432	—		—	—		—		308		—		—		308		—		308		—
Share based awards	—	—		—	—		—		15,299		—		—		15,299		—		15,299		—
Balance, June 30, 2020	27,641,600	$	334	120,750	$	1	$	(314,971)	$	1,135,141	$	(5)	$	81,185	$	901,685	$	188,925	$	1,090,610	$	0

9

	Common Shares Outstanding	Common Stock		Preferred Shares Outstanding	Preferred Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings/ (Accumulated deficit)		Total Cowen Inc. Stockholders' Equity		Nonredeemable Non-controlling Interests		Total Permanent Equity		Redeemable Non-controlling Interest
Balance, December 31, 2020	26,845,628	$	334	120,750	$	1	$	(346,870)	$	1,130,138	$	(7)	$	185,901	$	969,497	$	199,624	$	1,169,121	$	0
Net income (loss) attributable to Cowen Inc.	—	—		—	—		—		—		—		192,827		192,827		—		192,827		—
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and funds	—	—		—	—		—		—		—		—		—		18,317		18,317		0
Foreign currency translation	—	—		—	—		—		—		5		—		5		—		5		—
Capital contributions	—	—		—	—		—		—		—		—		—		46,838		46,838		0
Capital withdrawals	—	—		—	—		—		—		—		—		—		(23,467)		(23,467)		0
Deconsolidation of entity	—	—		—	—		—		—		—		—		—		(74,813)		(74,813)		0
Common stock issuance related to 2019 acquisition	56,801	0		—	—		—		2,202		—		—		2,202		—		2,202		—
Restricted stock awards issued	1,551,893	—		—	—		—		—		—		—		—		—		—		—
Purchase of treasury stock, at cost	(2,397,169)	—		—	—		(91,801)		—		—		—		(91,801)		—		(91,801)		—
Share settlement of convertible notes (See Note 18)	2,938,648	—		—	—		—		—		—		—		—		—		—		—
Preferred stock dividends (See Note 19)	—	—		—	—		—		—		—		(3,396)		(3,396)		—		(3,396)		—
Cash dividends to common stockholders (See Note 19)	—	—		—	—		—		—		—		(5,815)		(5,815)		—		(5,815)		—
Share based awards	—	—		—	—		—		33,825		—		—		33,825		—		33,825		—
Balance, June 30, 2021	28,995,801	$	334	120,750	$	1	$	(438,671)	$	1,166,165	$	(2)	$	369,517	$	1,097,344	$	166,499	$	1,263,843	$	0
	Common Shares Outstanding	Common Stock		Preferred Shares Outstanding	Preferred Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings/ (Accumulated deficit)		Total Cowen Inc. Stockholders' Equity		Nonredeemable Non-controlling Interests		Total Permanent Equity		Redeemable Non-controlling Interest
Balance, December 31, 2019	28,610,357	$	334	120,750	$	1	$	(284,301)	$	1,110,635	$	(5)	$	(16,809)	$	809,855	$	94,320	$	904,175	$	391,275
Cumulative effect of the adoption of the new current expected credit loss standard (See Note 2d)	—	—		—	—		—		—		—		(10)		(10)		—		(10)		—
Net income (loss) attributable to Cowen Inc.	—	—		—	—		—		—		—		103,912		103,912		—		103,912		—
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and funds	—	—		—	—		—		—		—		—		—		3,849		3,849		(32,924)
Capital contributions	—	—		—	—		—		—		—		—		—		88,682		88,682		184,223
Capital withdrawals	—	—		—	—		—		—		—		—		—		(46,522)		(46,522)		(181,863)
Consolidation of entity	—	—		—	—		—		—		—		—		—		48,596		48,596		—
Deconsolidation of entity	—	—		—	—		—		—		—		—		—		—		—		(360,711)
Common stock issuance related to 2019 acquisition	74,694	0		—	—		—		926		—		—		926		—		926		—
Restricted stock awards issued	1,282,912	—		—	—		—		—		—		—		—		—		—		—
Purchase of treasury stock, at cost	(2,326,363)	—		—	—		(30,670)		—		—		—		(30,670)		—		(30,670)		—
Preferred stock dividends (See Note 19)	—	—		—	—		—		—		—		(3,396)		(3,396)		—		(3,396)		—
Cash dividends to common stockholders (See Note 19)	—	—		—	—		—		—		—		(2,512)		(2,512)		—		(2,512)		—
Share based awards	—	—		—	—		—		23,580		—		—		23,580		—		23,580		—
Balance, June 30, 2020	27,641,600	$	334	120,750	$	1	$	(314,971)	$	1,135,141	$	(5)	$	81,185	$	901,685	$	188,925	$	1,090,610	$	0

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10

Cowen Inc. Condensed Consolidated Statements of Cash Flows (dollars in thousands) (unaudited)
	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income (loss)	$	211,144	$	74,837
Adjustments to reconcile net income (loss) to net cash provided by / (used in) operating activities:
Bargain purchase gain, net of tax	(3,855)		0
Depreciation and amortization	8,919		11,642
Amortization of debt issuance costs	1,541		674
Amortization of debt discount (premium)	6,671		2,241
Noncash lease expense	(89)		(858)
(Gain) / loss on extinguishment of debt	3,890		0
Share-based awards	33,825		23,580
Change in deferred taxes	3,734		43,219
Contingent liability adjustment	(614)		0
Purchases of securities owned, at fair value	(487,573)		(989,060)
Proceeds from sales of securities owned, at fair value	411,727		1,136,485
Proceeds from sales of securities sold, not yet purchased, at fair value	139,788		699,116
Payments to cover securities sold, not yet purchased, at fair value	(136,095)		(695,813)
Proceeds from other investments	20,174		17,126
Investment Income (loss) principal transactions, net	(159,474)		(148,104)
Consolidated Funds
Purchases of securities owned, at fair value	(4,000)		(1,837,137)
Proceeds from sales of securities owned, at fair value	10,464		1,786,399
Purchases of other investments	0		(1,840)
Proceeds from other investments	14,130		6,734
Investment Income (loss) principal transactions, net	2,450		39,525
(Increase) decrease in operating assets:
Securities owned, at fair value, held at broker-dealer	(1,565,860)		701,807
Receivable on derivative contracts, at fair value	(58,264)		(25,869)
Securities borrowed	116,856		(798,944)
Deposits with clearing organizations, brokers and banks	8,832		(12,083)
Receivable from brokers, dealers and clearing organizations	(477,998)		(446,922)
Receivable from customers, net of allowance	(81,790)		(1,227)
Fees receivable, net of allowance	4,380		(52,767)
Due from related parties	(139)		2,507
Other assets	(27,781)		(979)
Consolidated Funds
Receivable on derivative contracts, at fair value	(2,917)		(19,710)
Receivable from brokers	0		(961)
Other assets	11		890
Increase (decrease) in operating liabilities:
Securities sold, not yet purchased, at fair value, held at broker-dealer	340,495		84,612
Securities sold under agreement to repurchase	(2,414)		(23,244)
Payable for derivative contracts, at fair value	(16,562)		(6,292)
Securities loaned	700,787		20,618
Payable to brokers, dealers and clearing organizations	115,725		(30,457)
Payable to customers	976,786		357,438
Commission management payable	8,991		52,952
Compensation payable	70,491		50,324
Fees payable	(15,604)		64,272
Due to related parties	40		(9)
Accounts payable, accrued expenses and other liabilities	6,685		30,978
Consolidated Funds
Contributions received in advance	0		450
Payable to brokers	0		8,560
Payable for derivative contracts, at fair value	0		11,967

11

Cowen Inc. Condensed Consolidated Statements of Cash Flows (dollars in thousands) (unaudited)
	Six Months Ended June 30,
	2021		2020
(continued)
Due to related parties	(3)		(393)
Accounts payable, accrued expenses and other liabilities	(373)		95
Net cash provided by / (used in) operating activities	177,131		136,379
Cash flows from investing activities:
Securities purchased under agreement to resell	191		0
Purchases of other investments	(61,519)		(33,211)
Purchase of business	2,109		0
Cash at deconsolidated entity	(5,620)		(20,939)
Proceeds from sales of other investments	63,447		27,579
Purchase of fixed assets and intangibles	(5,513)		(6,236)
Net cash provided by / (used in) investing activities	(6,905)		(32,807)
Cash flows from financing activities:
Repayments on convertible debt	(88,119)		0
Deferred debt issuance cost	(6,642)		0
Borrowings on notes and other debt	301,786��		62,812
Repayments on notes and other debt	(201,998)		(94,342)
Purchase of treasury stock	(70,540)		(24,571)
Cash dividends paid	(5,201)		(2,512)
Preferred dividends paid	(3,396)		(3,396)
Contingent liability payment	(10,698)		(5,653)
Capital contributions by non-controlling interests in operating entities	27,821		286
Capital withdrawals to non-controlling interests in operating entities	(4,196)		(2,900)
Consolidated Funds
Capital contributions by non-controlling interests in Consolidated Funds	19,017		272,619
Capital withdrawals to non-controlling interests in Consolidated Funds	(19,271)		(226,573)
Net cash provided by / (used in) financing activities	(61,437)		(24,230)
Change in cash and cash equivalents	108,789		79,342
Cash and cash equivalents, including cash collateral pledged and segregated cash, beginning of period	941,470		445,888
Cash and equivalents at end of period:
Cash and cash equivalents	806,887		340,075
Cash collateral pledged	64,895		7,511
Segregated cash	178,179		177,526
Cash and cash equivalents, Consolidated Funds	298		118
Cash and cash equivalents, including cash collateral pledged and segregated cash, end of period	$	1,050,259	$	525,230
Supplemental information
Cash paid during the year for interest	$	113,758	$	72,452
Cash paid during the year for taxes	$	63,728	$	1,455
Supplemental non-cash information
Purchase of treasury stock, at cost, through net settlement (See Note 19)	$	21,232	$	6,029
Preferred stock dividends declared (See Note 19)	3,396		3,396
Cash dividends declared (See Note 19)	5,815		2,512
Net assets (liabilities) acquired upon acquisition (net of cash)	3,107		0
Net Increase in non-controlling interests due to consolidation of operating entity	0		48,596
Net decrease in non-controlling interests in Consolidated Fund due to deconsolidation of Consolidated Fund (See Note 2)	74,813		360,711
Common stock issuance in relation to acquisition (See Note 3)	2,202		926

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

12

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Index

Notes to Unaudited Condensed Consolidated Financial Statements		Page
	Note 1—Organization and Business	14
	Note 2—Significant Accounting Policies	14
	Note 3—Acquisition	26
	Note 4—Cash Collateral Pledged	27
	Note 5—Segregated Cash	28
	Note 6—Investments of Operating Entities and Consolidated Funds	28
	Note 7—Fair Value Measurements for Operating Entities and Consolidated Funds	36
	Note 8—Deposits with Clearing Organizations, Brokers and Banks	44
	Note 9—Receivable From and Payable to Brokers, Dealers and Clearing Organizations	44
	Note 10—Receivable From and Payable to Customers	44
	Note 11—Commission Management Payable	44
	Note 12—Non-Controlling Interests in Consolidated Subsidiaries and Investment Funds	45
	Note 13—Revenue from Contracts with Customers	46
	Note 14—Insurance and Reinsurance	46
	Note 15—Share-Based Payments, Deferred Compensation and Employee Ownership Plans	47
	Note 16—Income Taxes	48
	Note 17—Commitments and Contingencies	49
	Note 18—Convertible Debt and Notes Payable	52
	Note 19—Stockholder's Equity	56
	Note 20—Accumulated Other Comprehensive Income (Loss)	58
	Note 21—Earnings Per Share	58
	Note 22—Segment Reporting	59
	Note 23—Regulatory Requirements	61
	Note 24—Related Party Transactions	63
	Note 25—Guarantees and Off-Balance Sheet Arrangements	64
	Note 26—Subsequent Events	65

13

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization and Business

Cowen Inc., a Delaware corporation formed in 2009, is a diversified financial services firm that, together with its consolidated subsidiaries (collectively, "Cowen" or the "Company"), provides investment banking, research, sales and trading, prime brokerage, global clearing, securities financing, commission management services and investment management through its 2 business segments: the Operating Company ("Op Co") and the Asset Company ("Asset Co").

The Op Co segment consists of 4 divisions: the Investment Banking division, the Markets division, the Research division and the Cowen Investment Management ("CIM") division. The Company refers to the Investment Banking division, the Markets division and the Research division combined as its investment banking businesses. Op Co's investment banking businesses offer advisory and global capital markets origination, domain knowledge-driven research, sales and trading platforms for institutional investors, global clearing, commission management services and also a comprehensive suite of prime brokerage service. Sectors covered by Op Co's investment banking business include healthcare, technology, media and telecommunications, consumer, industrials, technology enabled services, and energy. Op Co’s CIM division includes advisers to investment funds (including private equity structures and privately placed hedge funds) and registered funds. The Company has also invested capital in its insurance and reinsurance businesses.

The Asset Co segment consists of certain of the Company's private investments, private real estate investments and other legacy investment strategies. The focus of Asset Co is to drive future monetization of the invested capital of the segment.

2. Significant Accounting Policies

a.    Basis of presentation

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") as promulgated by the Financial Accounting Standards Board ("FASB") through Accounting Standards Codification (the "Accounting Standards") as the source of authoritative accounting principles in the preparation of financial statements, and include the accounts of the Company, its operating and other subsidiaries, and entities in which the Company has a controlling financial interest or a general partner interest. All material intercompany transactions and balances have been eliminated on consolidation. Certain investment funds that are consolidated in these accompanying condensed consolidated financial statements, as further discussed below, are not subject to the consolidation provisions with respect to their own controlled investments pursuant to specialized industry accounting.

The accompanying condensed financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). Certain footnote disclosures included in the 2020 Form 10-K have been condensed or omitted from the accompanying condensed financial statements as they are not required for interim reporting under US GAAP or are insignificant to the interim reporting period.

During the first quarter of 2021, the Company changed the presentation of certain income streams on its condensed consolidated statements of operations by moving the income streams from Other income - net gains (losses) on securities, derivatives and other investments to Revenues. Additionally, the Company moved proprietary trading gains and losses generated by the Company’s broker dealer entities from Brokerage revenue to Investment income (loss) – securities principal transactions, net. The specified presentation changes included the following:

14

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

From	To	Income Streams
Other income - net gains (losses) on securities, derivatives and other investments	Investment income (loss) – securities principal transactions, net	proprietary trading gains and losses generated outside of the Company’s broker-dealer entities
Other income - net gains (losses) on securities, derivatives and other investments	Investment income (loss) – portfolio fund principal transactions, net	gains and losses from portfolio funds
Other income - net gains (losses) on securities, derivatives and other investments	Investment income (loss) – carried interest allocations	carried interest allocations
Other income - net gains (losses) on securities, derivatives and other investments	Other revenue	net gains and losses on foreign currency transactions
Brokerage revenue	Investment income (loss) – securities principal transactions, net	proprietary trading gains and losses generated by the Company’s broker-dealer entities
Other income – Consolidated Funds – net realized and unrealized gains (losses) on investments and other transactions and other income – Consolidated Funds – net realized and unrealized gains (losses) on derivatives	Consolidated Funds – principal transactions, net	proprietary trading gains and losses generated from the Consolidated Funds
Other income – Consolidated Funds – net gains (losses) on foreign currency transactions	Consolidated Funds – other revenue	net gains and losses on foreign currency transactions generated by the Consolidated Funds

The Company believes that these presentation changes provide a better representation of the Company’s operating results as it is used by management to monitor the Company’s financial performance and is consistent with industry practice. The changes in presentation have no impact on net income and prior period amounts have been recast to reflect such changes in presentation.

b.    Principles of consolidation

The Company consolidates all entities that it controls through a majority voting interest or otherwise, including those investment funds in which the Company either directly or indirectly has a controlling financial interest. In addition, the Company consolidates all variable interest entities for which it is the primary beneficiary.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a Voting Operating Entity ("VOE") or a Variable Interest Entity ("VIE") under US GAAP.

Voting Operating Entities—VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently, (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns and the right to direct the activities of the entity that most significantly impact the entity's economic performance and (iii) voting rights of equity holders are proportionate to their obligation to absorb losses or the right to receive returns.

Under US GAAP consolidation requirements, the usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. Accordingly, the Company consolidates all VOEs in which it owns a majority of the entity's voting shares or units.

Variable Interest Entities—VIEs are entities that lack one or more of the characteristics of a VOE. In accordance with US GAAP, an enterprise must consolidate all VIEs of which it is the primary beneficiary. Under the US GAAP consolidation model for VIEs, an enterprise that (1) has the power to direct the activities of a VIE that most significantly impacts the VIE's economic performance, and (2) has an obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, is considered to be the primary beneficiary of the VIE and thus is required to consolidate it.

The Company determines whether it is the primary beneficiary of a VIE upon its initial involvement with the VIE and reassesses whether it is the primary beneficiary on an ongoing basis as long as it has any continuing involvement with the VIE by performing a periodic qualitative and/or quantitative analysis of the VIE that includes a review of, among other things, its capital structure, contractual agreements between the Company and the VIE, the economic interests that create or absorb variability, related party relationships and the design of the VIE. As of June 30, 2021, the total assets and total liabilities of the consolidated

15

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

VIEs were $313.7 million and $7.3 million, respectively. As of December 31, 2020, the total assets and total liabilities of the consolidated VIEs were $325.5 million and $10.1 million, respectively. The deconsolidation of one Consolidated Fund, during the first quarter of 2021, decreased the overall VIEs net assets. The VIEs act as investment managers and/or investment companies that may be managed by the Company or the Company may have equity interest in those investment companies. The VIEs are financed through their operations and/or loan agreements with the Company.

In the ordinary course of business, the Company also sponsors various other entities that it has determined to be VIEs. These VIEs are primarily investment funds for which the Company serves as the general partner, managing member and/or investment manager with decision-making rights. The Company consolidates these investment funds when its variable interest is potentially significant to the entity. (see Note 6 for additional disclosures on VIEs).

The Company consolidates investment funds for which it acts as the managing member/general partner and investment manager. At June 30, 2021, the Company consolidated the following investment funds: Ramius Enterprise LP (“Enterprise LP”) and Cowen Private Investments LP ("Cowen Private"). At December 31, 2020, the Company consolidated the following investment funds: Enterprise LP, Cowen Private, and Cowen Sustainable Investments I LP ("CSI I LP"). These funds are referred to as each a "Consolidated Fund" and collectively the "Consolidated Funds".

During the first quarter of 2021, the Company deconsolidated CSI I LP due to the Company's ownership being diluted through a capital equalization event. During the second quarter of 2020, the Company deconsolidated Ramius Merger Fund LLC (the "Merger Fund") and Ramius Merger Arbitrage UCITS Fund ("UCITS Fund") due to a partial redemption of the Company’s direct portfolio fund investment in Merger Fund and a partial termination of the notional value of UCITS Fund units referenced in a total return swap with a third party. The Company continues to hold a direct retained portfolio fund investment in the Merger Fund and CSI I LP and continues to have economic exposure to the returns of UCITS Fund through a total return swap with a third party. Merger Fund, CSI I LP and UCITS Fund continue to be related parties of the Company after deconsolidation. CSI I Golden Holdco LP ("Golden HoldCo") and CSI I Prodigy Holdco LP ("Prodigy HoldCo") were consolidated through November 2020 when the Company raised additional capital within the sustainable investing strategy that diluted the Company's direct and indirect ownership. As a result, the Company's direct and indirect ownership in Golden Holdco and Prodigy Holdco is no longer expected to be significant to either entity and the entities were deconsolidated.

Equity Method Investments—For operating entities over which the Company exercises significant influence but which do not meet the requirements for consolidation as outlined above, the Company uses the equity method of accounting. The Company's investments in equity method investees are recorded in other investments in the accompanying condensed consolidated statements of financial condition. The Company's share of earnings or losses from equity method investees is included in Net gains (losses) on other investments in the accompanying condensed consolidated statements of operations.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other than temporary.

Other—If the Company does not consolidate an entity or apply the equity method of accounting, the Company accounts for its investment in such entity (primarily consisting of securities of such entity which are purchased and held principally for the purpose of selling them in the near term and classified as trading securities), at fair value with unrealized gains (losses) resulting from changes in fair value reflected within Investment income (loss) - Securities principal transactions, net or Investment income (loss) - portfolio fund investment income (loss) in the accompanying condensed consolidated statements of operations.

Retention of Specialized Accounting—The Consolidated Funds and certain other consolidated companies are investment companies and apply specialized industry accounting. The Company reports its investments on the consolidated statements of financial condition at their estimated fair value, with unrealized gains (losses) resulting from changes in fair value reflected within Consolidated Funds - Principal transactions, net in the accompanying condensed consolidated statements of operations. Accordingly, the accompanying condensed consolidated financial statements reflect different accounting policies for investments depending on whether or not they are held through a consolidated investment company.

Certain portfolio fund investments qualify as equity method investments and are investment companies that apply specialized industry accounting. In applying equity method accounting guidance, the Company retains the specialized accounting of the investees and reports its investments on the condensed consolidated statements of financial condition at their estimated fair value, with unrealized gains (losses) resulting from changes in fair value reflected within Investment Income - portfolio fund principal transactions, net in the accompanying condensed consolidated statements of operations.

In addition, the Company's broker-dealer subsidiaries, Cowen and Company, LLC ("Cowen and Company"), Westminster Research Associates LLC ("Westminster"), Cowen Execution Services Limited ("Cowen Execution Ltd"), ATM Execution LLC

16

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

("ATM Execution"), Cowen International Limited ("Cowen International Ltd"), and Cowen Prime Services LLC ("Cowen Prime") apply the specialized industry accounting for brokers and dealers in securities, which the Company retains upon consolidation.

c.    Use of estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with US GAAP requires the management of the Company to make estimates and assumptions that affect the fair value of securities and other investments, the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the accompanying condensed consolidated financial statements, as well as the accounting for goodwill and identifiable intangible assets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

d.    Allowance for credit losses

The Company measures the allowance for credit losses in accordance with adopted ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”), which. ASC 326 impacts the prescribes the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update guidance, the Company has the ability to determine there are no expected credit losses in certain circumstances (e.g., based on collateral arrangements or based on the credit quality of the borrower or issuer).

The Company applies the guidance in ASC 326 to securities borrowed and fees and other receivables carried at amortized cost (including, but not limited to, receivables related to securities transactions, underwriting fees, strategic/financial advisory fees and placement and sales agent fees, management fees and incentive fees receivable).

The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including securities borrowed and fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company’s expectation of the collectability in determining the allowance for credit losses. The Company’s expectation is that the credit risk associated with fees and other receivables is not significant until they are 90 days past due based on the contractual arrangement and expectation of collection in accordance with industry standards.

For securities borrowed, the Company applies a practical expedient to measure the allowance for credit losses based on the fair value of the collateral. If the fair value of the collateral held exceeds the amortized cost and the borrower is expected to continue to replenish the collateral as needed, the Company will not recognize an allowance. If the fair value of collateral is less than amortized cost and the borrower is expected to continue to replenish the collateral as needed, the Company applies the CECL model, utilizing a probability and loss given default methodology, only to the extent of the shortfall between the fair value of the collateral and amortized cost.

The credit loss expense related to the allowance for credit losses as well as any recoveries of amounts previously charged is reflected in other expenses in the accompanying condensed consolidated statements of operations.

e.    Valuation of investments and derivative contracts

US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date

Level 2Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3Fair value is determined based on pricing inputs that are unobservable and includes situations where there is little, if any, market activity for the asset or liability. The determination of fair value for assets and liabilities in this category requires significant management judgment or estimation.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument's level within the fair value hierarchy is

17

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes "observable" requires significant judgment by the Company. The Company considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company's perceived risk of that instrument. Inputs reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

The Company and its operating subsidiaries act as the manager for the Consolidated Funds. Both the Company and the Consolidated Funds hold certain investments which are valued by the Company, acting as the investment manager. The fair value of these investments is based on their proportional rights of the underlying portfolio company, and is generally estimated based on proprietary models developed by the Company, which include discounted cash flow analysis, public market comparables, and other techniques and may be based, at least in part, on independently sourced market information. The material estimates and assumptions used in these models include the timing and expected amount of cash flows, the appropriateness of discount rates used, and, in some cases, the ability to execute, timing of, and estimated proceeds from expected financings. Significant judgment and estimation impact the selection of an appropriate valuation methodology as well as the assumptions used in these models, and the timing and actual values realized with respect to investments could be materially different from values derived based on the use of those estimates. The valuation methodologies applied impact the reported value of the Company's investments and the investments held by the Consolidated Funds in the condensed consolidated financial statements. Certain of the Company's investments are relatively illiquid or thinly traded and may not be immediately liquidated on demand if needed. Fair values assigned to these investments may differ significantly from the fair values that would have been used had a ready market for the investments existed and such differences could be material.

The Company primarily uses the market approach to value its financial instruments measured at fair value. In determining an instrument's level within the hierarchy, the Company categorizes the Company's financial instruments into three categories: securities, derivative contracts and other investments. To the extent applicable, each of these categories can further be divided between those held long or sold short.

    The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The election is made on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument.  The Company has elected the fair value option for certain of its investments held by its operating companies.  This option has been elected because the Company believes that it is consistent with the manner in which the business is managed, as well as the way that financial instruments in other parts of the business are recorded. 

Securities—Securities with values based on quoted market prices in active markets for identical assets are classified within level 1 of the fair value hierarchy. These securities primarily include active listed equities, certain U.S. government and sovereign obligations, Exchange Traded Funds ("ETFs"), mutual funds and certain money market securities.

Certain positions for which trading activity may not be readily visible, consisting primarily of convertible debt, corporate debt and loans and restricted equities, are stated at fair value and classified within level 2 of the fair value hierarchy. The estimated fair values assigned by management are determined in good faith and are based on available information considering trading activity, broker quotes, quotations provided by published pricing services, counterparties and other market participants, and pricing models using quoted inputs, and do not necessarily represent the amounts which might ultimately be realized. As level 2 investments include positions that are not always traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability.

Derivative Contracts—Derivative contracts can be exchange-traded or privately negotiated over-the-counter (“OTC”). Exchange-traded derivatives, such as futures contracts and exchange-traded option contracts, are typically classified within level 1 or level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. OTC derivatives, such as generic forwards, swaps and options, are classified as level 2 when their inputs can be corroborated by market data. OTC derivatives, such as swaps and options, with significant inputs that cannot be corroborated by readily available or observable market data are classified as level 3.

Other Investments—Other investments consist primarily of portfolio funds, carried interest and equity method investments, which are valued as follows:

i.    Portfolio Funds—Portfolio funds include interests in private investment partnerships, foreign investment companies and other collective investment vehicles which may be managed by the Company or its affiliates. The Company applies the practical expedient provided by the US GAAP fair value measurements and disclosures guidance relating to investments

18

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The practical expedient permits an entity holding investments in certain entities that either are investment companies or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy.

ii. Carried Interest—For the private equity and debt fund products the Company offers, the Company is allocated incentive income by the investment funds based on the extent by which the investment funds performance exceeds predetermined thresholds. Carried interest allocations are generally structured from a legal standpoint as an allocation of capital in the Company’s capital account. The Company accounts for carried interest allocations by applying an equity ownership model. Accordingly, the Company accrues performance allocations quarterly based on the fair value of the underlying investments assuming hypothetical liquidation at book value.

iii. Equity Method Investments—For operating entities over which the Company exercises significant influence but which do not meet the requirements for consolidation as outlined above, the Company applies the equity method of accounting. The Company's investments in equity method investees are recorded in other investments in the accompanying condensed consolidated statements of financial condition. The Company's share of earnings or losses from equity method investees is included in Net gains (losses) on other investments in the accompanying condensed consolidated statements of operations.

See Notes 6 and 7 for further information regarding the Company's investments, including equity method investments and fair value measurements.

f.    Offsetting of derivative contracts

To reduce credit exposures on derivatives, the Company may enter into master netting agreements with counterparties that permit the Company the right, in the event of a default by a counterparty, to offset the counterparty’s rights and obligations under the agreement and to liquidate and offset any collateral against any net amount owed by the counterparty. Derivatives are reported on a net-by-counterparty basis (i.e., the net payable or receivable for derivative assets and liabilities for a given counterparty) in the condensed consolidated statements of financial condition when a legal right of offset exists under an enforceable netting agreement. Additionally, derivatives are reported net of cash collateral received and posted under enforceable credit support agreements in the condensed consolidated statements of financial position, provided a legal right of offset exists. See Notes 6 for further information about offsetting of derivative financial instruments.

g.    Receivable from and payable to brokers

Receivable from brokers, dealers, and clearing organizations includes amounts receivable for securities failed to deliver by the Company to a purchaser by the settlement date, amounts receivable from broker-dealers and clearing organizations, commissions receivable from broker-dealers, and interest receivable from securities financing arrangements and are reported net of an allowance for credit losses.

Payable to brokers, dealers and clearing organizations includes amounts payable for securities failed to receive by the Company from a seller by the settlement date, amounts payable to broker-dealers and clearing organizations for unsettled trades, interest payable for securities financing arrangements, and payables of deposits held in proprietary account of brokers and dealers.

Pursuant to the master netting agreements the Company has entered into with its brokers, dealers and clearing organizations, receivables and payables arising from unsettled trade are presented net (assets less liabilities) across balances with the same counterparty. The Company's receivable from and payable to brokers, dealers and clearing organizations balances are held at multiple financial institutions.

h.    Receivable from and payable to customers

Receivable from customers includes amounts owed by customers on cash and margin transactions, recorded on a settlement-date basis and prepaid research, net of allowance for credit losses. For prepaid research, a prepaid research asset is established for research and related services disbursed in advance of anticipated client commission volumes.

Payable to customers primarily consists of amounts owed to customers relating to securities transactions not completed on settlement date, recorded on a settlement-date basis on the statement of financial condition, and other miscellaneous customer payables.

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Securities owned by customers, including those that collateralize margin, are not reflected as assets of the Company on the statement of financial condition. The Company holds these securities with the intention of settlement against customer orders and are held as collateral for customer receivables.

i.    Fees receivable

Fees receivable primarily relate to securities transactions and are reported net of an allowance for credit losses.  Fees receivable also include amounts due to the Company for underwriting fees, strategic/financial advisory fees and placement and sales agent fees. Additionally, management and incentive fees due to the Company are earned as the managing member, general partner and/or investment manager to the Company's investment funds and are recognized in accordance with appropriate revenue recognition guidance (see Note 2n).

j.    Securities financing arrangements

Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced or received on a gross basis. The related rebates are recorded in the accompanying condensed consolidated statements of operations as interest and dividends income and interest and dividends expense. Securities borrowed transactions require the Company to deposit cash collateral with the lender. With respect to securities loaned, the Company receives cash or securities as collateral from the borrower. When the Company receives securities as collateral, and has concluded it (i) is the transferor and (ii) can pledge the securities to third parties, the Company recognizes the securities received as collateral at fair value in Securities owned, at fair value with the corresponding obligation to return the securities received as collateral at fair value in Securities sold, not yet purchased, at fair value. Securities received as collateral are not recognized when the Company either (i) is not the transferor or (ii) cannot pledge the securities to third parties. The initial collateral advanced or received approximates or is greater than the market value of securities borrowed or loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or returned, as necessary. Securities borrowed and loaned may also result in credit exposures for the Company in an event that the counterparties are unable to fulfill their contractual obligations. See Note 2d for further information.

Fees and interest received or paid are recorded in interest and dividends income and interest and dividends expense, respectively, on an accrual basis in the accompanying condensed consolidated statements of operations. In cases where the fair value basis of accounting is elected, any resulting change in fair value would be reported in Investment Income - Securities principal transactions, net in the accompanying condensed consolidated statements of operations. Accrued interest income and expense are recorded in receivable from brokers, dealers and clearing organizations and payable to brokers, dealers and clearing organizations, respectively, on an accrual basis in the accompanying condensed consolidated statements of financial condition. At June 30, 2021 and December 31, 2020, the Company did not have any securities lending transactions for which fair value basis of accounting was elected.

k.     Securities sold under agreements to repurchase

Securities purchased under agreement to resell and securities sold under agreements to repurchase ("repurchase agreements") are accounted for as collateralized financing transactions and are recorded at their contracted resale or repurchase amount plus accrued interest. A repo is a transaction in which a firm buys or sells financial instruments from/to a counterparty, typically in exchange for cash, and simultaneously enters into an agreement to resell or repurchase the same or substantially the same financial instruments to/from such counterparty at a stated price plus accrued interest at a future date. When the Company receives securities as collateral, and has concluded it (i) is the transferor and (ii) can pledge the securities to third parties, the Company recognizes the securities received as collateral at fair value in Securities owned, at fair value with the corresponding obligation to return the securities received as collateral at fair value in Securities sold, not yet purchased, at fair value. Securities received as collateral are not recognized when the Company either (i) is not the transferor or (ii) cannot pledge the securities to third parties. The initial collateral advanced approximates or is greater than the market value of securities purchased or sold in the transaction. The Company typically enters into repurchase transactions with counterparties that prefer repurchase transactions to securities borrowed and securities loaned transactions. The Company has executed master repurchase agreements with such counterparties and utilizes such counterparties to finance its own positions, or replace a securities lending transaction with a repurchase for matched book purposes. The Company monitors the market value of repurchases on a daily basis, with additional collateral obtained or returned, as necessary. Repurchases may also result in credit exposures for the Company in an event that the counterparties are unable to fulfill their contractual obligations. The Company mitigates its credit risk by continuously monitoring its credit exposure and collateral values by demanding additional collateral or returning excess collateral in accordance with the netting provisions available in the master repurchase contracts in place with the counterparties.

Interest paid is recorded in interest and dividends expense in accordance with US GAAP and market convention for the imputation of interest on repurchase agreement transactions on an accrual basis in the accompanying condensed consolidated statements of operations. In cases where the fair value basis of accounting is elected, any resulting change in fair value would be

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

reported in Investment Income - Securities principal transactions, net in the accompanying condensed consolidated statements of operations. At June 30, 2021 and December 31, 2020, the Company did not have any repurchase agreements for which fair value basis of accounting was elected.

l.    Goodwill and intangible assets

Goodwill

Goodwill represents the excess of the purchase price consideration of acquired companies over the estimated fair value assigned to the individual assets acquired and liabilities assumed. Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it generally no longer retains its identification with a particular acquisition but instead becomes identifiable with the reporting unit. As a result, all of the fair value of each reporting unit is available to support the value of goodwill allocated to the unit.

In accordance with US GAAP requirements for testing for impairment of goodwill, the Company tests goodwill for impairment on an annual basis or at an interim period if events or changed circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that fair value exceeds its carrying amount, then performing a quantitative impairment test is not necessary. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test that requires a comparison of the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, the related goodwill is not considered impaired and no further analysis is required. If the carrying value of the reporting unit exceeds its fair value, then the Company recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

Intangible assets

Intangible assets with finite lives are amortized over their estimated average useful lives. Intangible assets are tested for potential impairment whenever events or changes in circumstances suggest that an asset or asset group's carrying value may not be fully recoverable. An impairment loss, calculated as the difference between the estimated fair value and the carrying value of an asset or asset group, is recognized in the accompanying condensed consolidated statements of operations if the sum of the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding carrying value. The Company continually monitors the estimated average useful lives of existing intangible assets.

m.    Non-controlling interests in consolidated subsidiaries

Non-controlling interests represent the pro rata share of the income or loss of the non-wholly owned consolidated entities attributable to the other owners of such entities. When non-controlling interest holders have redemption features that can be exercised at the option of the holder currently or contingent upon the occurrence of future events, their ownership has been classified as temporary equity. Ownership which has been classified in permanent equity are non-controlling interests which are either not redeemable at the option of the holder or the holder does not have the unilateral right to redeem its ownership interests.

n.    Revenue recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. Significant judgments are required in the application of the five-step model including; when determining whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events.

The Company's principal sources of revenue are generated within two segments. The Op Co segment generates revenue through five principal sources: investment banking revenue, brokerage revenue, management fees, investment income (loss) and incentive income. Investment income is excluded from ASC Topic 606. The Asset Co segment generates revenue through investment income (loss), management fees and incentive income. Investment income is excluded from ASC Topic 606. Revenue

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

from contracts with customers includes management fees, incentive income, investment banking revenue and brokerage services revenue excluding principal transactions. ASC Topic 606 does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. The following is a description of principal activities, from which the Company generates its revenue. For more detailed information about reportable segments, see Note 22.

Investment banking

The Company earns investment banking revenue primarily from fees associated with public and private capital raising transactions and providing strategic advisory services. Investment banking revenues are derived primarily from public and private small- and mid-capitalization companies within the Company's sectors.     

Investment banking revenue consists of underwriting fees, strategic/financial advisory fees, expenses reimbursed from clients and placement and sales agent fees.    

•Underwriting fees. The Company earns underwriting fees in securities offerings in which the Company acts as an underwriter, such as initial public offerings, follow-on equity offerings, debt offerings, and convertible securities offerings. Fee revenue relating to underwriting commitments is recorded at the point in time when all significant items relating to the underwriting process have been completed and the amount of the underwriting revenue has been determined. This generally is the point at which all of the following have occurred: (i) the issuer's registration statement has become effective with the SEC or the other offering documents are finalized; (ii) the Company has made a firm commitment for the purchase of securities from the issuer; (iii) the Company has been informed of the number of securities that it has been allotted; and (iv) the issuer obtains control and benefits of the offering; which generally occurs on trade date.

Underwriting fees are recognized gross of transaction-related expenses, and such amounts are adjusted to reflect actual expenses in the period in which the Company receives the final settlement, typically within 90 days following the closing of the transaction.

•Strategic/financial advisory fees. The Company's strategic advisory revenue includes success fees earned in connection with advising companies, principally in mergers, acquisitions and restructuring transactions. The Company also earns fees for related advisory work such as providing fairness opinions. A significant portion of the Company's advisory revenue (i.e., success-related advisory fees) is considered variable consideration and recognized when it is probable that the variable consideration will not be reversed in a future period. The variable consideration is constrained until satisfaction of the performance obligation. The Company records strategic advisory revenues at the point in time, gross of related expenses, when the services for the transactions are completed or the contract is canceled under the terms of each assignment or engagement.

•Placement and sales agent fees. The Company earns placement agency fees and sales agent commissions in non-underwritten transactions, such as private placements of loans and debt and equity securities, including private investment in public equity transactions ("PIPEs"), and as sales agent in at-the-market offerings of equity securities. The Company records placement revenues (which may be in cash and/or securities) at the point in time when the services for the transactions are completed under the terms of each assignment or engagement. The Company records sales agent commissions on a trade-date basis.

•Expense reimbursements from clients.  Investment banking revenue includes expense reimbursements for transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction.  Expense reimbursements associated with investment banking engagements are recognized in revenue at the point in time when the Company is contractually entitled to reimbursement. The related expenses are presented gross within their respective expense category in the accompanying condensed consolidated statements of operations.

Brokerage

Brokerage revenue consists of commissions, principal transactions, equity research fees and trade conversion revenue.

•Commissions. Commission revenue includes fees from executing and clearing client transactions and commission sharing arrangements. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission revenues associated with combined trade execution and clearing services on a standalone basis, are recognized at a point in time on trade-date. Commission revenues are generally paid on settlement date and the Company records a receivable between trade-date and payment on settlement date. The Company permits institutional customers to allocate a portion of their commissions to pay for research products and other services provided by third parties. The amounts allocated for those

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

purposes are commonly referred to as "soft dollar arrangements". The Company also offers institutional clients the ability to allocate a portion of their gross commissions incurred on trades executed with various brokers to pay for research products and other services provided by third parties by entering into commission sharing arrangements. The Company acts as an agent in the soft dollar and commission sharing arrangements as the customer controls the use of the soft dollars and directs payments to third-party service providers on its behalf. Accordingly, amounts allocated to soft dollar arrangements are netted against commission revenues and recorded on trade date. Commissions on soft dollar brokerage are recorded net of the related expenditures. The costs of commission sharing arrangements are recorded for each eligible trade and shown net of commission revenue.

•Equity research fees. Equity research fees are paid to the Company for providing access to equity research. In the US, revenue is recognized once an arrangement exists, access to research has been provided and the customer has benefited from the research. As part of MiFID II, the international customers of the Company's broker-dealers have executed equity research contracts with its clients. The contracts either contain a fixed price for providing access to research or a price at the discretion of the customer with a contract minimum. Fixed equity research fees are recognized over the contract period as the customer is benefiting from the research throughout the contract term. When the equity research fees are based on the customer’s discretion with a contract minimum, the Company recognizes the contract minimum over the life of the contract as the customer benefits from the research provided and adjusts the revenue when the Company can estimate the amount of equity research fees over the contract minimum. Additionally, the Company earns variable consideration for attending client conferences and events. Revenue is recognized when the Company attends a client conference or event.

•Trade conversion revenue. Trade conversion revenue includes fees earned from converting foreign securities into an American Depository Receipt ("ADR") and fees earned from converting an ADR into foreign securities on behalf of customers, and margins earned from facilitating customer foreign exchange transactions. Trade conversion revenue is recognized on a trade-date basis.

Investment Income

Investment income (loss) consists of securities principal transactions, net, portfolio fund principal transactions, net and carried interest allocations. Investment income is excluded from ASC Topic 606.

• Securities principal transactions, net. Principal transactions, net includes realized gains and losses from transactions in financial instruments and unrealized gains and losses from ongoing changes in the fair value of the Company’s positions.

Principal transactions, net generated by the Company's broker-dealers include net trading gains and losses from the Company's market-making activities in over-the-counter equity and fixed income securities, trading of convertible securities, and trading gains and losses on inventory and other Company positions, which include securities previously received as part of investment banking transactions. In certain cases, the Company provides liquidity to clients by buying or selling blocks of shares of listed stocks without previously identifying the other side of the trade at execution, which subjects the Company to market risk. These positions are typically held for a short duration.

With respects to the Company's proprietary trading strategies, purchases and sales of securities, net of commissions, derivative contracts, and the related revenues and expenses are recorded on a trade-date basis with net trading gains and losses included as a component of Investment income - Securities principal transactions, net, in the accompanying condensed consolidated statements of operations.

•Portfolio Fund principal transactions, net. Portfolio funds include interests in private investment partnerships, foreign investment companies and other collective investment vehicles which may be managed by the Company or its affiliates. The Company applies the practical expedient provided by the US GAAP fair value measurements and disclosures guidance relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The practical expedient permits an entity holding investments in certain entities that either are investment companies or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. Realized and unrealized gains (losses) resulting from changes in NAV per share are reflected within Investment income – portfolio fund principal transactions, net in the accompanying condensed consolidated statements of operations.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

•Carried interest allocations. The Company is allocated carried interest based on net profits (as defined in the respective investment management or partnership agreement) related to certain of the Company's private equity investment funds. For the private equity and debt fund products the Company offers, the carried interest earned is typically up to 30% of the distributions made to investors after return of their contributed capital and generally a preferred return. The Company recognizes carried interest allocated to the Company under an equity ownership model as investment income - carried interest allocations in the accompanying condensed consolidated statements of operations accordance with ASC Topic 323. Under the equity method of accounting the Company recognizes its allocations of incentive income or carried interest within Investment Income - Carried interest allocations in the accompanying condensed consolidated statements of operations along with the allocations proportionate to the Company's ownership interests in the investment funds.

Generally, carried interest is earned after the investor has received a full return of its invested capital, plus a preferred return. However, for certain private equity structures, the Company is entitled to receive incentive fees earlier, provided that the investors have received their preferred return on a current basis or on an investor by investor basis. These private equity structures are generally subject to a potential clawback of these incentive fees upon the liquidation of the private equity structure if the investor has not received a full return of its invested capital plus the preferred return thereon.

Management fees

The Company earns management fees from investment funds and certain managed accounts for which it serves as the investment manager; such fees earned are typically based on committed and invested capital. The Company has determined that the primary drivers of management fees are committed and invested capital relating to private equity funds. The management fees are earned as the investment management services are provided and are not subject to reversals. The performance obligation related to the transfer of these services is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the Company.

Management fees are generally paid on a quarterly basis and are prorated for capital inflows (or commitments) and redemptions (or distributions) and are recognized as revenue at that time as they relate specifically to the services provided in that period, which are distinct from the services provided in other periods. While some investors may have separately negotiated fees, in general the management fees are as follows:

•Private equity funds. Management fees for the Company's private equity or debt funds are generally charged at an annual rate of 1% to 2% of committed capital during the investment period (as defined in the relevant partnership agreement). After the investment period, management fees for these private equity funds are generally charged at an annual rate of 1% to 2% of the net asset value or the aggregate cost basis of the unrealized investments held by the private equity funds.  For certain other private equity funds (and managed accounts), the management fees range from 0.2% to 1% and there is no adjustment based on the investment period.  Management fees for the Company's private equity funds are generally paid on a quarterly basis.

•Hedge funds. Management fees for the Company's hedge funds are generally charged at an annual rate of up to 2% of utilized invested capital, committed capital or notional trading level. Management fees are generally calculated monthly at the end of each month.

Incentive income

The Company earns incentive income based on net profits (as defined in the respective investment management or partnership agreement) related to certain of the Company's investment funds and managed accounts.  The incentive income is charged to the investment funds in accordance with their corresponding investment management or partnership agreement. For the hedge funds the Company offers, incentive income earned is typically up to 20% (in certain cases on performance in excess of a benchmark) of the net profits earned for the full year that are attributable to each fee-paying investor. 

The Company recognizes incentive income charged to the Company's hedge funds based on the net profits of the hedge funds. The Company recognizes such incentive income when the fees are no longer subject to reversal or are crystallized. For certain  hedge funds, the incentive fee crystallizes annually when the high-water mark for such hedge funds is reset, which delays recognition of the incentive fee until year end. In periods following a period of a net loss attributable to an investor, the Company generally does not earn incentive income on any future profits attributable to such investor until the accumulated net loss from prior periods is recovered, an arrangement commonly referred to as a "high-water mark." Generally, incentive income is earned after the investor has received a full return of its invested capital, plus a preferred return.

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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Consolidated Funds – principal transaction, net

Purchases and sales of securities, net of commissions, derivative contracts, and the related revenues and expenses are recorded on a trade-date basis with net trading gains and losses included as a component of Consolidated Funds - Principal transactions, net in the accompanying condensed consolidated statements of operations.

Certain of the Companies Consolidated Funds invest in other investment funds for which the Company applies the practical expedient provided by the US GAAP fair value measurements and disclosures guidance relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The practical expedient permits an entity holding investments in certain entities that either are investment companies or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. Realized and unrealized gains (losses) resulting from changes in NAV per share are reflected within Consolidated Funds – Principal transaction, net.

Interest and dividends

Interest and dividends are earned by the Company from various sources. The Company receives interest and dividends primarily from securities finance activities and securities held by the Company for purposes of investing capital, investments held by its Consolidated Funds and its brokerage balances. Interest is recognized in accordance with US GAAP and market convention for the imputation of interest of the host financial instrument. Interest income is recognized on the debt of those issuers that is deemed collectible. Interest income and expense includes premiums and discounts amortized and accreted on debt investments based on criteria determined by the Company using the effective yield method, which assumes the reinvestment of all interest payments. Dividends are recognized on the ex-dividend date.

Insurance and reinsurance

    Premiums for insurance and reinsurance contracts are earned over the coverage period. In most cases, premiums are recognized as revenues ratably over the term of the contract with unearned premiums computed on a monthly basis. For each of its contracts, the Company determines if the contract provides indemnification against loss or liability relating to insurance risk, in accordance with US GAAP. If the Company determines that a contract does not expose it to a reasonable possibility of a significant loss from insurance risk, the Company records the contract under the deposit method of accounting with any net amount receivable reflected as an asset in other assets, and any net amount payable reflected as a liability within accounts payable, accrued expenses and other liabilities on the condensed consolidated statements of financial condition.

The liabilities for losses and loss adjustment expenses are recorded at the estimated ultimate payment amounts, including reported losses.  Estimated ultimate payment amounts are based upon (1) reports of losses from policyholders, (2) individual case estimates and (3) estimates of incurred but unreported losses.

Provisions for losses and loss adjustment expenses are charged to earnings after deducting amounts recovered and estimates of recoverable amounts and are included in other expenses on the condensed consolidated statements of operations.

Costs of acquiring new policies, which vary with and are directly related to the production of new policies, have been deferred to the extent that such costs are deemed recoverable from future premiums or gross profits. Such costs include commissions and allowances as well as certain costs of policy issuance and underwriting and are included within other assets in the condensed consolidated statements of financial condition.

All of the items above are reported net of any Outward Reinsurance (see Note 14), which is determined as the portion of the Company’s premiums, liabilities for losses and loss adjustment expenses, provisions for losses and loss adjustment expenses, and costs of acquiring new policies that are ceded to providers of such Outward Reinsurance pursuant to their terms and conditions. These ceded amounts are calculated based on the same principles outlined above.

Interest and dividends expense

Interest and dividends expense relates primarily to securities finance activities, trading activity with respect to the Company's investments and interest expense on debt.

o.    Income taxes

The Company accounts for income taxes in accordance with US GAAP which requires the recognition of tax benefits or expenses based on the estimated future tax effects of temporary differences between the financial statement and tax basis of its assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to an amount that is more likely

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

than not to be realized. The Company evaluates its deferred tax assets for recoverability considering negative and positive evidence, including its historical financial performance, projections of future taxable income, future reversals of existing taxable temporary differences, and tax planning strategies. The Company records a valuation allowance against its deferred tax assets to bring them to a level that it is more likely than not to be utilized.

US GAAP clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements, requiring the Company to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes accrued interest and penalties related to its uncertain tax positions as a component of income tax expense.

In accordance with federal and state tax laws, the Company and its subsidiaries file consolidated federal, state, and local income tax returns as well as stand-alone state and local tax returns. The Company also has subsidiaries that are residents in foreign countries where tax filings have to be submitted on a stand-alone or combined basis. These subsidiaries are subject to taxes in their respective countries and the Company is responsible for and therefore reports all taxes incurred by these subsidiaries in the condensed consolidated statements of operations. The foreign jurisdictions where the Company owns subsidiaries and has tax filing obligations are the United Kingdom, Luxembourg, Malta, Gibraltar, Germany, Switzerland, South Africa, Canada, and Hong Kong.

p.    Recent pronouncements

In August 2020, the FASB issued guidance simplifying an issuer’s accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features; separate accounting is still required in certain cases. The guidance also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. The guidance requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The guidance requires new disclosures about events that occur during the reporting period and cause conversion contingencies to be met and about the fair value of a public business entity’s convertible debt at the instrument level. For public business entities, the guidance is effective for reporting periods beginning after December 15, 2021 and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of the new guidance.

In August 2018, the FASB issued guidance prescribing targeted improvements to financial services – insurance industry accounting guidance for long-duration contracts. The new guidance (i) prescribes the discount rate to be used in measuring the liability for future policy benefits for traditional and limited payment long-duration contracts, and requires assumptions for those liability valuations to be updated after contract inception, (ii) requires more market-based product guarantees on certain separate account and other account balance long-duration contracts to be accounted for at fair value, (iii) simplifies the amortization of deferred acquisition costs for virtually all long-duration contracts, and (iv) introduces certain financial statement presentation requirements, as well as significant additional quantitative and qualitative disclosures. For all entities, the guidance is effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of the new guidance.

3. Acquisition

Malta Holdings

On February 26, 2021 (the "Malta Holdings Acquisition Date"), the Company, through its indirect wholly owned subsidiary, Cowen Malta Holdings Ltd. (“Malta Holdings”), completed the acquisition of all of the outstanding equity interest of Axeria Insurance Limited (the “Acquisition"), an insurance company organized under the laws of Malta whose principal business activity is to provide insurance coverage to third parties (See Note 14). Axeria Insurance Limited was renamed Cowen Insurance Company Ltd (“Cowen Insurance Co”) upon acquisition. The Acquisition was completed for a combination of cash and deferred consideration. In the aggregate, the purchase price, assets acquired, and liabilities assumed were not significant and near-term impact to the Company and its consolidated results of operations and cash flows is not expected to be significant.

The aggregate estimated purchase price of the Acquisition was $12.7 million. On the Malta Holdings Acquisition Date, the Company paid upfront consideration of $12.5 million, with additional deferred consideration of $0.2 million which was paid during the second quarter of 2021.

The Acquisition was accounted for under the acquisition method of accounting in accordance with US GAAP. As such, the results of operations of the business acquired is included in the accompanying condensed consolidated statements of operations since the date of the Acquisition and the assets acquired, liabilities assumed recorded at their fair values within their respective line items on the accompanying condensed consolidated statement of financial condition. The Company has recognized a bargain

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

purchase gain of $5.2 million related to the Acquisition and is shown net of associated tax of $1.3 million in the consolidated statement of operations. The bargain purchase gain is primarily driven by the recognition of the customer relationships intangible asset and a contractual discount on the closing equity balance at the Malta Holdings Acquisition Date. Additionally, following the Acquisition, the business acquired is included in the Cowen Investment Management reporting unit within the Operating Company segment.

The table below summarizes the purchase price allocation of net tangible and intangible assets acquired and liabilities assumed as of February 26, 2021:

	(dollars in thousands)
Cash	$	14,844
Securities owned, at fair value	1,571
Fixed assets	30
Intangible assets	4,794
Other assets	12,828
Compensation payable	(17)
Other liabilities	(16,099)
Total net identifiable assets acquired and liabilities assumed	17,951
Bargain purchase gain	(5,216)
Total estimated purchase price	$	12,735

As of the Malta Holdings Acquisition Date, the estimated fair value of the Company's intangible assets, which are primarily broker relationships, was $4.6 million and had a weighted average useful life of 10 years. The licenses of $0.2 million has indefinite life. Amortization expense for the three and six months ended June 30, 2021 was $0.1 million and $0.2 million, respectively.

As of June 30, 2021, the estimated amortization expense related to these intangible assets in future periods is as follows:

	(dollars in thousands)
2021	$	229
2022	458
2023	458
2024	458
2025	458
Thereafter	2,365
	$	4,426

In addition to the purchase price consideration, for the six months ended June 30, 2021, the Company had incurred acquisition-related expenses of $0.2 million, including financial advisory, legal and valuation services, which are included in professional, advisory and other fees in the accompanying condensed consolidated statements of operations.

4. Cash Collateral Pledged    

As of June 30, 2021 and December 31, 2020, the Company pledged cash collateral in the amount of $3.4 million and $4.0 million respectively, which relates to letters of credit issued to the landlords of the Company's premises in New York City, Boston and San Francisco. The Company also has pledged cash collateral for reinsurance agreements which amounted to $61.5 million, as of June 30, 2021, and $106.8 million, as of December 31, 2020, which are expected to be released periodically as per the terms of the reinsurance policy between June 30, 2021 and March 31, 2024 (see Notes 14 and 18).

As of June 30, 2021, the Company has the following irrevocable letters of credit, related to leased office space, for which there is cash collateral pledged, which the Company pays a fee on the stated amount of the letter of credit.

Location	Amount		Maturity
	(dollars in thousands)
New York	$	208	April 2022
New York	$	1,325	October 2022
New York	$	1,253	November 2021
Boston	$	194	March 2028
San Francisco	$	458	October 2025
	$	3,438

27

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

To the extent any letter of credit is drawn upon, interest will be assessed at the prime commercial lending rate. As of June 30, 2021 and December 31, 2020 there were 0 amounts due related to these letters of credit.

5. Segregated Cash

As of June 30, 2021 and December 31, 2020, cash segregated in compliance with federal regulations and other restricted deposits of $178.2 million and $185.1 million, respectively, consisted of cash deposited in Special Reserve Bank Accounts for the exclusive benefit of customers under SEC Rule 15c3-3 and cash deposited in Special Reserve Bank Accounts for the exclusive benefit of Proprietary Accounts of Broker-Dealers ("PAB") under SEC Rule 15c3-3.

6. Investments of Operating Entities and Consolidated Funds

a.    Operating entities

Securities owned, at fair value

Securities owned, at fair value are held by the Company and are considered held for trading. Substantially all equity securities, which are not part of the Company's self-clearing securities finance activities, are pledged to external clearing brokers under terms which permit the external clearing broker to sell or re-pledge the securities to others subject to certain limitations.

As of June 30, 2021 and December 31, 2020, securities owned, at fair value consisted of the following:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Common stock	$	3,456,667	$	1,770,301
Preferred stock	110,408		69,358
Warrants and rights	32,136		27,701
Government bonds	4,348		19,721
Corporate bonds	85,972		86,503
Convertible bonds	9,712		6,040
Term loan (*)	12,563		12,623
Trade claims (*)	5,719		8,713
Private investments	666		642
	$	3,718,191	$	2,001,602

(*)The Company has elected the fair value option for securities owned, at fair value with a fair value of $5.7 million and $8.8 million, respectively, at June 30, 2021 and December 31, 2020.

Receivable on and Payable for derivative contracts, at fair value

The Company predominantly enters into derivative transactions to satisfy client needs and to manage its own exposure to market and credit risks resulting from its trading activities. The Company’s direct exposure to derivative financial instruments includes futures, currency forwards, equity swaps, interest rate swaps and options. The Company's derivatives trading activities expose the Company to certain risks, such as price and interest rate fluctuations, volatility risk, credit risk, counterparty risk, foreign currency movements and changes in the liquidity of markets.

The Company's long and short exposure to derivatives is as follows:

Receivable on derivative contracts	As of June 30, 2021				As of December 31, 2020
	Number of contracts / Notional Value		Fair value		Number of contracts / Notional Value		Fair value
	(dollars in thousands)
Currency forwards	$	140,070	$	882	$	4,902	$	15
Equity swaps	$	1,938,568	189,275		$	944,544	64,634
Options (a)	189,369		39,964		371,188		49,102
Netting - swaps (b)			(120,374)				(62,269)
			$	109,747			$	51,482

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Payable for derivative contracts	As of June 30, 2021				As of December 31, 2020
	Number of contracts / Notional Value		Fair value		Number of contracts / Notional Value		Fair value
	(dollars in thousands)
Futures	$	3,923	$	115	$	0	$	0
Currency forwards	$	13,711	$	245	$	123,346	$	3,067
Equity swaps	$	1,740,599	140,380		$	896,863	43,560
Interest rate swaps	$	285,000	1,108		0		0
Options (a)	153,037		36,722		198,320		66,566
Netting - swap (b)			(118,972)				(37,033)
			$	59,598			$	76,160

(a) Includes the volume of contracts for index, equity, commodity future and cash conversion options.

(b) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments.

The following tables present the gross and net derivative positions and the related offsetting amount, as of June 30, 2021 and December 31, 2020. This table does not include the impact of over-collateralization.

			Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a)		Net amounts included on the Condensed Consolidated Statements of Financial Condition		Gross amounts not offset in the Condensed Consolidated Statements of Financial Condition
	Gross amounts recognized						Financial instruments (a)		Cash Collateral pledged (a)		Net amounts
	(dollars in thousands)
As of June 30, 2021
Receivable on derivative contracts, at fair value	$	230,121	$	120,374	$	109,747	$	2,317	$	60,440	$	46,990
Payable for derivative contracts, at fair value	178,570		118,972		59,598		2,317		4,077		53,204
As of December 31, 2020
Receivable on derivative contracts, at fair value	$	113,751	$	62,269	$	51,482	$	691	$	169	$	50,622
Payable for derivative contracts, at fair value	113,193		37,033		76,160		691		3,174		72,295

(a)Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred.

The realized and unrealized gains/(losses) related to derivatives trading activities were $(56.5) million and $(38.2) million for the three months ended June 30, 2021 and 2020 and $(21.0) million and $(9.4) million for the six months ended June 30, 2021 and 2020, respectively, and are included in Investment income - Securities principal transactions, net in the accompanying condensed consolidated statements of operations. The net gains (losses) on derivative contracts in the table above are one of a number of activities comprising the Company's business activities and are calculated before consideration of economic hedging transactions, which generally offset the net gains (losses) included above.

Pursuant to the various derivatives transactions discussed above, except for exchange traded derivatives and certain options, the Company is required to post/receive collateral. These amounts are recognized in receivable from brokers, dealers and clearing organizations and payable to brokers, dealers and clearing organizations respectively. As of June 30, 2021 and December 31, 2020, all derivative contracts were with major financial institutions.

29

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Other investments

As of June 30, 2021 and December 31, 2020, other investments included the following:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Portfolio funds, at fair value (1)	$	149,105	$	133,454
Carried interest (2)	144,428		82,892
Equity method investments (3)	39,209		38,681
	$	332,742	$	255,027

(1) Portfolio funds, at fair value

The portfolio funds, at fair value as of June 30, 2021 and December 31, 2020, included the following:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Starboard Value and Opportunity Fund LP (c)(*)	$	47,529	$	42,519
Formation8 Partners Fund I, L.P. (f)	30,890		31,894
Cowen Healthcare Investments II LP (i) (*)	20,760		26,186
Lagunita Biosciences, LLC (d)	3,768		3,850
Eclipse Ventures Fund I, L.P. (b)	6,445		4,457
HealthCare Royalty Partners II LP (a)(*)	1,625		1,588
HealthCare Royalty Partners LP (a)(*)	900		1,072
Starboard Leaders Fund LP (e)(*)	2,338		2,020
Eclipse SPV I, LP (j)(*)	2,270		1,708
Ramius Merger Fund LLC (m)(*)	2,751		2,197
TriArtisan ES Partners LLC (k)(*)	1,859		1,657
Cowen Healthcare Investments III LP (i)(*)	7,084		5,714
TriArtisan PFC Partners LLC (l)(*)	852		691
Starboard Value and Opportunity Fund Ltd (c) (*)	2,639		2,364
Eclipse Ventures Fund II, L.P. (b)	2,403		1,733
Eclipse Continuity Fund I, L.P. (b)	1,895		1,101
Cowen Sustainable Investments I LP (i)(*)	10,294		0
Difesa Partners, LP (h)	1,014		848
BDC Fund I Coinvest 1, L.P. (g)	1,250		1,250
Other private investment (n)(*)	316		326
Other affiliated funds (o)(*)	223		279
	$	149,105	$	133,454

* These portfolio funds are affiliates of the Company.

The Company has no unfunded commitments regarding the portfolio funds held by the Company except as noted in Note 17.

(a)HealthCare Royalty Partners, L.P. and HealthCare Royalty Partners II, L.P. are private equity funds and therefore distributions will be made when cash flows are received from the underlying investments, typically on a quarterly basis.

(b)Each of Eclipse Ventures Fund I, L.P., Eclipse Ventures Fund II, L.P. and Eclipse Continuity Fund I, L.P. are venture capital funds which invests in early stage and growth stage hardware companies. Distributions will be made when the underlying investments are liquidated.

(c)Starboard Value and Opportunity Fund LP and Starboard Value and Opportunity Fund Ltd permits quarterly withdrawals upon 90 days' notice.

(d)Lagunita Biosciences, LLC, is a healthcare investment company that creates and grows early stage companies to commercialize impactful translational science that addresses significant clinical needs, is a private equity structure and therefore distributions will be made when the underlying investments are liquidated.

30

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(e)Starboard Leaders Fund LP does not permit withdrawals, but instead allows terminations with respect to capital commitments upon 30 days' prior written notice at any time following the first anniversary of an investor's initial capital contribution.

(f)Formation8 Partners Fund I, L.P. is a private equity fund which invests in early stage and growth transformational information and energy technology companies. Distributions will be made when the underlying investments are liquidated.

(g)BDC Fund I Coinvest 1, L.P. is a private equity fund focused on investing in growth companies in industries disrupted by digitization. Distributions will be made when the underlying investments are liquidated.

(h)Difesa Partners, LP permits semi-annual withdrawals occurring on or after the anniversary of initial contribution upon 90 days written notice.

(i)Cowen Healthcare Investments II LP, Cowen Healthcare Investments III LP and Cowen Sustainable Investments I LP are private equity funds.  Distributions are made from the fund when cash flows or securities are received from the underlying investments. Investors do not have redemption rights.

(j)Eclipse SPV I, L.P. is a co-investment vehicle organized to invest in a private company focused on software-driven automation projects.  Distributions will be made when the underlying investments are liquidated.

(k)TriArtisan ES Partners LLC is a co-investment vehicle organized to invest in a privately held nuclear services company. Distributions will be made when the underlying investment is liquidated.

(l)TriArtisan PFC Partners LLC is a co-investment vehicle organized to invest in a privately held casual dining restaurant chain. Distributions will be made when the underlying investment in liquidated.

(m)Ramius Merger Fund LLC permits monthly withdrawals on 45 days prior notice.

(n)Other private investment represents the Company's closed end investment in a portfolio fund that invests in a wireless broadband communication provider in Italy.

(o)The majority of these investment funds are affiliates of the Company or are managed by the Company and the investors can redeem from these funds as investments are liquidated.

(2)Carried interest

The Company applies an accounting policy election to recognize incentive income allocated to the Company under an equity ownership model in other investments in the accompanying condensed consolidated statements of financial condition (see Note 2n). Carried interest allocated to the Company from certain portfolio funds represents Cowen's general partner capital accounts from those funds. These balances are subject to change upon cash distributions, additional allocations or reallocations back to limited partners within the respective funds. All carried interest balances are earned from affiliates of the Company.

A portion of the Company's carried interest is granted to employees through profit sharing awards designed to more closely align compensation with the overall realized performance of the Company. These arrangements enable certain employees to earn compensation based on performance revenue earned by the Company and are recorded within compensation payable in the accompanying condensed consolidated statements of financial condition and employee compensation and benefits expense in the accompanying condensed consolidated statements of operation based on the probable and estimable payments under the terms of the awards. 

The carried interest as of June 30, 2021 and December 31, 2020, included the following:

31

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Cowen Healthcare Investments II LP	$	53,122	$	62,112
Cowen Healthcare Investments III LP	15,016		11,520
Cowen Sustainable Investments I LP	13,745		0
Cowen Sustainable Investments Offshore I LP	18,070		0
CSI I Prodigy Co-Investment LP	6,335		0
CSI PRTA Co- Investment LP	25,100		0
TriArtisan TGIF Partners LLC	3,815		3,361
TriArtisan ES Partners LLC	4,225		3,152
TriArtisan PFC Partners LLC	3,772		1,455
Ramius Multi-Strategy Fund LP	669		734
Ramius Merger Fund LLC	372		368
RCG IO Renergys Sarl	187		190
	$	144,428	$	82,892

(3) Equity method investments

Equity method investments include investments held by the Company in several operating companies. The operating agreement that governs the management of day-to-day operations and affairs of these entities stipulates that certain decisions require support and approval from other members in addition to the support and approval of the Company. As a result, all operating decisions made in these entities requires the support of both the Company and an affirmative vote of a majority of the other managing members who are not affiliates of the Company. As the Company does not possess control over any of these entities, the presumption of consolidation has been overcome pursuant to current Accounting Standards and the Company accounts for these investments under the equity method of accounting. Included in equity method investments are the investments in (a) HealthCare Royalty Partners General Partners (b) Starboard Value (and certain related parties) which serves as an operating company whose operations primarily include the day-to-day management (including portfolio management) of several activist investment funds and related managed accounts and (c) operating companies whose operations primarily include the day-to-day management of real estate entities.

During 2020, the Company completed assessments of the recoverability of the Company's equity method investments and determined that the carrying value of the investment in Surf House Ocean View Holdings, LLC exceeded the estimated fair value of the Company's interest, which was other than temporary. An other than temporary impairment charge of $4.0 million and $11.3 million for the three and six months ended June 30, 2020, respectively was recognized to reduce the carrying value of the investment to fair value, which was subsequently completely impaired at the end of 2020. Impairment charges are included in net gains (losses) on other investments on the accompanying condensed consolidated statements of operations. The Company recorded 0 impairment charges in relation to its other equity method investments for the three and six months ended June 30, 2021 and 2020.

The Company elected to use the cumulative earnings approach for the distributions it receives from its equity method investments. Under the cumulative earnings approach, any distributions received up to the amount of cumulative earnings are treated as return on investment and classified in operating activities within the cash flows. Any excess distributions would be considered as return of investments and classified in investing activities.

32

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The following table summarizes equity method investments held by the Company:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Starboard Value LP	$	30,650	$	31,528
HealthCare Royalty GP III, LLC	2,268		2,213
RCG Longview Management, LLC	0		268
HealthCare Royalty GP, LLC	626		920
HealthCare Royalty GP II, LLC	275		269
HealthCare Royalty GP IV, LLC	2,063		304
RCG Longview Debt Fund IV Management, LLC	331		331
HCR Overflow Fund GP, LLC	742		740
RCG Longview Equity Management, LLC	105		105
HCR Stafford Fund GP, LLC	1,466		1,025
Liberty Harbor North	222		222
Other	461		756
	$	39,209	$	38,681

The Company's income (loss) from equity method investments was income of $6.7 million and a loss $6.5 million for the three months ended June 30, 2021 and 2020 and income of $19.4 million and $6.5 million for the six months ended June 30, 2021 and 2020, respectively, and is included in net gains (losses) on other investments on the accompanying condensed consolidated statements of operations.

Securities sold, not yet purchased, at fair value

Securities sold, not yet purchased, at fair value represent obligations of the Company to deliver a specified security at a contracted price and, thereby, create a liability to purchase that security at prevailing prices. The Company's liability for securities to be delivered is measured at their fair value as of the date of the condensed consolidated financial statements. However, these transactions result in off-balance sheet risk, as the Company's ultimate cost to satisfy the delivery of securities sold, not yet purchased, at fair value may exceed the amount reflected in the accompanying condensed consolidated statements of financial condition. As of June 30, 2021 and December 31, 2020, securities sold, not yet purchased, at fair value consisted of the following:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Common stock	$	1,072,447	$	699,894
Corporate bonds	37		11,358
Government bonds	0		1,500
Preferred stock	1,147		6,589
Warrants and rights	7,298		8,774
	$	1,080,929	$	728,115

Securities purchased under agreements to resell/securities sold under agreements to repurchase and securities lending and borrowing transactions

The following tables present the contractual gross and net securities borrowing and lending agreements and securities sold under agreements to repurchase and the related offsetting amount as of June 30, 2021 and December 31, 2020.

33

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

							Gross amounts not offset on the Condensed Consolidated Statements of Financial Condition
	Gross amounts recognized, net of allowance		Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a)		Net amounts included on the Condensed Consolidated Statements of Financial Condition		Additional Amounts Available		Financial instruments		Cash Collateral pledged (b)		Net amounts
	(dollars in thousands)
As of June 30, 2021
Securities borrowed	$	1,791,331	$	0	$	1,791,331	$	0	$	1,701,594	$	0	$	89,737
Securities loaned	3,177,201		0		3,177,201		0		3,121,948		0		55,253
Securities sold under agreements to repurchase	2,622		0		2,622		0		2,854		0		(232)
As of December 31, 2020
Securities borrowed	$	1,908,187	$	0	$	1,908,187	$	0	$	1,809,399	$	0	$	98,788
Securities loaned	2,476,414		0		2,476,414		0		2,383,342		0		93,072
Securities purchased under agreements to resell	191		0		191		0		204		0		(13)
Securities sold under agreements to repurchase	5,036		0		5,036		0		5,544		0		(508)

(a)Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred.

(b)Includes the amount of cash collateral held/posted.

The following tables present gross obligations for securities loaned and securities sold under agreements to repurchase by remaining contractual maturity and class of collateral pledged as of June 30, 2021 and December 31, 2020:

	Open and Overnight		Up to 30 days		31 - 90 days		Greater than 90 days		Total
	(dollars in thousands)
As of June 30, 2021
Securities loaned
Common stock	$	2,947,667	$	0	$	0	$	0	$	2,947,667
Corporate bonds	229,534		0		0		0		229,534
Securities sold under agreements to repurchase
Corporate bonds	0		0		2,622		0		2,622
As of December 31, 2020
Securities loaned
Common stock	2,232,688		0		0		0		2,232,688
Corporate bonds	243,726		0		0		0		243,726
Securities sold under agreements to repurchase
Corporate bonds	$	0	$	0	$	5,036	$	0	$	5,036

Variable Interest Entities

The total assets and liabilities of the variable interest entities for which the Company has concluded that it holds a variable interest, but for which it is not the primary beneficiary, are $9.6 billion and $577.8 million as of June 30, 2021 and $8.0 billion and $1.3 billion as of December 31, 2020, respectively. The carrying value of the Company's exposure to loss for these variable interest entities as of June 30, 2021 was $204.6 million, and as of December 31, 2020 was $210.7 million, all of which is included in other investments, at fair value in the accompanying condensed consolidated statements of financial condition. Additionally, the Company's maximum exposure to loss for the variable interest entities noted above as of June 30, 2021 and December 31, 2020, was $271.3 million and $326.0 million, respectively.  The maximum exposure to loss often differs from the carrying value

34

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

of exposure to loss of the variable interests. The maximum exposure to loss is dependent on the nature of the variable interests in the VIEs and is limited to the notional amounts of certain commitments and guarantees.

b.    Consolidated Funds

Securities owned, at fair value

As of June 30, 2021 and December 31, 2020, securities owned, at fair value, held by the Consolidated Funds consisted of the following:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Common stock	$	3,523	$	4,816
Warrants and rights	0		5,806
	$	3,523	$	10,622

Other investments, at fair value

Investments in portfolio funds, at fair value

As of June 30, 2021 and December 31, 2020, investments in portfolio funds, at fair value, included the following:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Investments of Enterprise LP	$	102,368	$	104,475
Investments of Cowen Sustainable Investments I LP	0		88,195
	$	102,368	$	192,670

Consolidated portfolio fund investments of Enterprise LP    

On May 12, 2010, the Company announced its intention to close Enterprise Master. Enterprise LP operated under a "master-feeder" structure up until January 1, 2019, when Enterprise Master distributed its capital to each feeder and was liquidated. As of June 30, 2021 and December 31, 2020, the consolidated investments in portfolio funds include Enterprise LP's investment in RCG Special Opportunities Fund, Ltd which is a portfolio fund that invests in a limited number of private equity investments directly as well as through affiliated portfolio funds.

Consolidated portfolio fund investments of Cowen Sustainable Investments I LP

Cowen Sustainable Investments I LP ("CSI I LP") is a private investment fund making debt and equity investments in companies and real assets that are accelerating the global transition to a sustainable economy. The fund primarily focuses its investments around four themes: (i) renewable energy and battery storage; (ii) clean transportation; (iii) sustainable agriculture and food production; and (iv) resource and industrial efficiency. CSI I LP has made investments in ecoATM, LLC, a manufacturer and owner of automated kiosks that allow consumers to sell back unwanted smart phones, and Proterra, Inc, a designer and manufacturer of zero-emission electric transit vehicles and electric vehicle technology solutions for commercial applications. CSI I LP is a private equity-style vehicle that does not permit redemptions; proceeds realized from the fund’s investments are expected to be distributed after the end of the fund’s investment period. CSI I LP was consolidated as of December 31, 2020 and deconsolidated during the first quarter of 2021 (See Note 2).

Indirect Concentration of the Underlying Investments Held by Consolidated Funds

From time to time, either directly held by the Company, indirectly through the Company's consolidated entities or indirectly through its investments in the Consolidated Funds, the Company may maintain exposure to a particular issue or issuer (both long and/or short) which may account for 5% or more of the Company's equity. Based on information that is available to the Company as of June 30, 2021 and December 31, 2020, the Company assessed whether or not its interests in an issuer for which the Company's pro-rata share exceeds 5% of the Company's equity. There was one indirect concentration that exceeded 5% of the Company's equity as of June 30, 2021 and December 31, 2020, respectively.

35

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Through its investments in a Consolidated Fund and combined with direct Company investments, the Company maintained exposure to a particular investment which accounted for 5% or more of the Company's equity.

	Investment's percentage of the Company's stockholders' equity
	Issuer	Security Type	Country	Industry	Percentage of Stockholders' Equity		Market Value
							(dollars in thousands)
As of June 30, 2021	Linkem S.p.A.	Equity, loans and warrants	Italy	Wireless Broadband	7.88	%	$	86,454
As of December 31, 2020	Linkem S.p.A.	Equity, loans and warrants	Italy	Wireless Broadband	9.07	%	$	87,944

7. Fair Value Measurements for Operating Entities and Consolidated Funds

The following table presents the assets and liabilities that are measured at fair value on a recurring basis on the accompanying condensed consolidated statements of financial condition by caption and by level within the valuation hierarchy as of June 30, 2021 and December 31, 2020:

	Assets at Fair Value as of June 30, 2021
	Level 1		Level 2		Level 3		Netting (c)		Total
			(dollars in thousands)
Operating Entities
Securities owned, at fair value
Government bonds	$	4,348	$	0	$	0	$	—	$	4,348
Preferred stock	4,938		0		105,470		—		110,408
Common stock	3,414,724		343		41,600		—		3,456,667
Convertible bonds	0		0		9,712		—		9,712
Corporate bonds	0		85,865		107		—		85,972
Trade claims	0		0		5,719		—		5,719
Term loan	0		0		12,563		—		12,563
Warrants and rights	20,505		0		11,631		—		32,136
Private investments	0		0		666		—		666
Receivable on derivative contracts, at fair value
Currency forwards	0		882		0		—		882
Equity swaps	0		189,275		0		(120,374)		68,901
Options	39,720		0		244		—		39,964
Consolidated Funds
Securities owned, at fair value
Common stock	3,523		0		0		—		3,523
	$	3,487,758	$	276,365	$	187,712	$	(120,374)	$	3,831,461
Portfolio funds measured at net asset value (a)									149,105
Consolidated Funds' portfolio funds measured at net asset value (a)									102,368
Carried interest (a)									144,428
Equity method investments (a)									39,209
Total investments									$	4,266,571

36

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

	Liabilities at Fair Value as of June 30, 2021
	Level 1		Level 2		Level 3		Netting (c)		Total
	(dollars in thousands)
Operating Entities
Securities sold, not yet purchased, at fair value
Common stock	$	1,072,447	$	0	$	0	$	—	$	1,072,447
Corporate bonds	0		37		0		—		37
Preferred stock	1,147		0		0		—		1,147
Warrants and rights	7,298		0		0		—		7,298
Payable for derivative contracts, at fair value
Futures	115		0		0				115
Currency forwards	0		245		0		—		245
Equity swaps	0		140,380		0		(118,972)		21,408
Interest rate swaps	0		1,108		0		—		1,108
Options	33,103		0		3,619		—		36,722
Accounts payable, accrued expenses and other liabilities
Contingent consideration liability (b)	0		0		24,810		—		24,810
	$	1,114,110	$	141,770	$	28,429	$	(118,972)	$	1,165,337

(a) In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated statement of financial condition.

(b) In accordance with the terms of the purchase agreements for acquisitions that closed during the first quarter of 2019 and the fourth quarter of 2020, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 31, 2020 and December 31, 2023. For both the Quarton acquisition, completed during the first quarter of 2019, and the MHT acquisition, completed during the fourth quarter of 2020, the Company estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts for the Quarton acquisition can range from $10.1 million to $25.0 million. The undiscounted amounts for the MHT acquisition have no minimum or maximum as it is calculated based on revenue.

(c) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments.

37

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

	Assets at Fair Value as of December 31, 2020
	Level 1		Level 2		Level 3		Netting (c)		Total
			(dollars in thousands)
Operating Entities
Securities owned, at fair value
Government bonds	$	19,721	$	0	$	0	$	—	$	19,721
Preferred stock	9,391		0		59,967		—		69,358
Common stock	1,746,407		108		23,786		—		1,770,301
Convertible bonds	0		0		6,040		—		6,040
Corporate bonds	0		86,368		135		—		86,503
Trade claims	0		0		8,713		—		8,713
Term loan	0		0		12,623		—		12,623
Private investments	0		0		642		—		642
Warrants and rights	21,154		0		6,547		—		27,701
Receivable on derivative contracts, at fair value
Currency forwards	0		15		0		—		15
Equity swaps	0		64,634		0		(62,269)		2,365
Options	48,851		0		251		—		49,102
Consolidated Funds
Securities owned, at fair value
Common stock	1,865		0		2,951		—		4,816
Warrants and rights	0		0		5,806		—		5,806
	$	1,847,389	$	151,125	$	127,461	$	(62,269)	$	2,063,706
Portfolio funds measured at net asset value (a)									133,454
Consolidated Funds' portfolio funds measured at net asset value (a)									192,670
Carried interest (a)									82,892
Equity method investments (a)									38,681
Total investments									$	2,511,403

	Liabilities at Fair Value as of December 31, 2020
	Level 1		Level 2		Level 3		Netting (c)		Total
	(dollars in thousands)
Operating Entities
Securities sold, not yet purchased, at fair value
US Government securities	$	0	$	0	$	1,500	$	—	$	1,500
Common stock	699,894		0		0		—		699,894
Corporate bonds	0		10,654		704		—		11,358
Preferred stock	6,589		0		0		—		6,589
Warrants and rights	8,774		0		0		—		8,774
Payable for derivative contracts, at fair value
Currency forwards	0		3,067		0		—		3,067
Equity swaps	0		43,560		0		(37,033)		6,527
Options	62,651		0		3,915		—		66,566
Accounts payable, accrued expenses and other liabilities
Contingent consideration liability (b)	0		0		36,718		—		36,718
	$	777,908	$	57,281	$	42,837	$	(37,033)	$	840,993

(a) In accordance with US GAAP, portfolio funds are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient are not classified in the fair value hierarchy. Carried interest and equity method investments presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated statement of financial condition.

38

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(b) In accordance with the terms of the purchase agreements for acquisitions that closed during the first quarter of 2019 and the fourth quarter of 2020, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 31, 2020 and December 31, 2023. For both the Quarton acquisition, completed during the first quarter of 2019, and the MHT acquisition, completed during the fourth quarter of 2020, the Company estimated the contingent consideration liabilities using a combination of Monte Carlo and Discounted Cash Flow methods which require the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts for the Quarton acquisition can range from $10.1 million to $35.1 million. The undiscounted amounts for the MHT acquisition have no minimum or maximum as it is calculated based on revenue.

(c) Derivatives are reported on a net basis, by counterparty, when a legal right of offset exists under an enforceable netting agreement as well as net of cash collateral received or posted under enforceable credit support agreements. See Note 2f for further information on offsetting of derivative financial instruments.

The following table includes a roll forward of the amounts for the three and six months ended June 30, 2021 and 2020 for financial instruments classified within level 3. The classification of a financial instrument within level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.

	Three Months Ended June 30, 2021
	Balance at March 31, 2021		Transfers in			Transfers out		Purchases/(covers)		(Sales)/shorts		Realized and Unrealized gains/losses		Balance at June 30, 2021		Change in unrealized gains/losses relating to instruments still held (1)
	(dollars in thousands)
Operating Entities
Preferred stock	$	56,476	$	0		$	0	$	46,801	$	0	$	2,193	$	105,470	$	2,193
Common stock	22,706		3,409		(e)	0		6,246		(5,086)		14,325		41,600		14,820
Convertible bonds	3,137		0			0		4,777		(3,000)		4,798		9,712		4,799
Corporate bonds	136		0			0		12		(55)		14		107		20
Options, asset	241		0			0		0		0		3		244		3
Options, liability	3,297		0			0		0		0		322		3,619		322
Term Loan	12,424		0			0		0		0		139		12,563		139
Warrants and rights	7,924		2,928		(e)	0		0		(404)		1,183		11,631		1,348
Trade claims	5,905		0			0		813		(88)		(911)		5,719		(2,923)
Private investments	1,085		0			0		0		(419)		0		666		0
Corporate bond, liability	415		0			0		0		(110)		(305)		0		0
Government bonds, liability	522		0			0		0		(291)		(231)		0		0
Contingent consideration liability	19,579		0			0		0		0		5,231		24,810		5,231
Consolidated Funds
Preferred stock	0		0			0		0		0		0		0		0
Common stock	2,951		(4,000)		(e)	0		0		—		1,049		0		0
Warrants and rights	5,329		0			0		0		(3,777)		(1,552)		0		0

39

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

	Three Months Ended June 30, 2020
	Balance at March 31, 2020		Transfers in			Transfers out			Purchases/(covers)		(Sales)/shorts		Realized and Unrealized gains/losses		Balance at June 30, 2020		Change in unrealized gains/losses relating to instruments still held (1)
	(dollars in thousands)
Operating Entities
Preferred stock	$	8,200	$	45,530	(c)	$	0		$	0	$	(2,100)	$	(150)	$	51,480	$	2,411
Common stock	17,510		0			(8)		(a)	0		(3,163)		477		14,816		(328)
Convertible bonds	2,786		0			0			2,295		0		0		5,081		0
Corporate bonds	2,812		0			0			98		(1,938)		(214)		758		(214)
Options, asset	332		0			0			0		0		5		337		5
Options, liability	1,802		0			0			0		0		375		2,177		375
Term Loan	0		11,149		(c)	0			0		0		210		11,359		210
Warrants and rights	598		3,615		(a)(c)	0			0		0		412		4,625		412
Trade claims	9,183		0			0			550		(2,215)		(363)		7,155		(383)
Private investments	465		0			0			25		0		(58)		432		(58)
Corporate bond, liability	800		0			0			0		0		0		800		0
Government bonds, liability	1,500		0			0			0		0		0		1,500		0
Contingent consideration liability	28,658		0			0			0		(4,253)		2,596		27,001		2,596
Consolidated Funds
Preferred stock	4,393		0			(4,000)		(d)	0		0		(393)		0		0
Common stock	100,000		4,000		(d)	0			0		0		(1,049)		102,951		(1,049)
Warrants and rights	5,611		0			0			0		0		247		5,858		247

	Six Months Ended June 30, 2021
	Balance at December 31, 2020		Transfers in			Transfers out			Purchases/(covers)		(Sales)/shorts		Realized and Unrealized gains/losses		Balance at June 30, 2021		Change in unrealized gains/losses relating to instruments still held (1)
	(dollars in thousands)
Operating Entities
Preferred stock	$	59,967	$	0		$	0		$	48,659	$	(4,651)	$	1,495	$	105,470	$	(1,830)
Common stock	23,786		3,409		(e)	(5,354)		(b)	9,472		(6,473)		16,760		41,600		16,498
Convertible bonds	6,040		0			0			5,827		(6,930)		4,775		9,712		4,776
Corporate bond	135		0			0			82		(103)		(7)		107		(29)
Options, asset	251		0			0			0		0		(7)		244		(7)
Options, liability	3,915		0			0			0		0		(296)		3,619		(296)
Term loan	12,623		0			0			322		0		(382)		12,563		(382)
Warrants and rights	6,548		2,928		(e)	0			3,406		(1,610)		359		11,631		504
Trade claims	8,713		0			0			2,191		(4,304)		(881)		5,719		(1,902)
Private investments	642		0			0			443		(419)		0		666		0
Corporate bond, liability	704		0			0			0		(399)		(305)		0		0
Government bonds, liability	1,500		0			0			0		(1,569)		69		0		0
Contingent consideration liability	37,952		0			0			0		(11,312)		(1,830)		24,810		(1,830)
Consolidated Funds
Common stock	2,951		(4,000)		(e)	0			0		0		1,049		0		0
Warrants and rights	5,806		0			0			0		(4,447)		(1,359)		0		0

40

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

	Six Months Ended June 30, 2020
	Balance at December 31, 2019		Transfers in			Transfers out			Purchases/(covers)		(Sales)/shorts		Realized and Unrealized gains/losses		Balance at June 30, 2020		Change in unrealized gains/losses relating to instruments still held (1)
	(dollars in thousands)
Operating Entities
Preferred stock	$	7,835	$	45,530	(c)	$	0		$	365	$	(2,100)	$	(150)	$	51,480	$	2,411
Common stock	17,466		0			(8)		(a)	1,798		(3,755)		(685)		14,816		(1,585)
Convertible bonds	2,500		0			0			2,581		0		0		5,081		0
Corporate Bond, asset	2,421		0			0			520		(1,962)		(221)		758		(202)
Options, asset	336		0			0			0		0		1		337		1
Options, liability	2,920		0			0			0		0		(743)		2,177		(743)
Warrants and rights	594		3,615		(a)(c)	0			0		0		416		4,625		416
Term Loan	0		11,149		(c)	0			0		0		210		11,359		210
Trade claim	7,083		1,044		(a)	0			1,716		(2,215)		(473)		7,155		(493)
Private investments	237		0			0			258		0		(63)		432		(63)
Corporate bond, liability	1,000		0			0			0		0		(200)		800		(200)
Government bonds, liability	1,950		0			0			0		0		(450)		1,500		(450)
Contingent consideration liability	30,896		0			0			0		(5,653)		1,758		27,001		1,758
Consolidated Funds
Preferred stock	4,393		0			(4,000)		(d)	0		0		(393)		0		0
Common stock	0		4,000		(d)	0			100,000		0		(1,049)		102,951		(1,049)
Warrants and rights	$	5,567	$	0		$	0		$	0	$	0	$	291	$	5,858	$	291

(1) Unrealized gains/losses are reported in Investment income - Securities principal transactions, net in the accompanying condensed consolidated statements of operations.

(a) The security stopped trading on an open market.

(b) The entity in which the Company is invested completed an initial public offering.

(c) The company consolidated an operating entity which holds preferred stock, loans and warrants.

(d) The investment was involved in a reverse merger and preferred stock was converted to common shares.

(e) Fair market value derived using models and private transaction levels.

Certain assets and liabilities are measured at fair value on a nonrecurring basis and therefore are not included in the tables above.

The Company recognizes all transfers and the related unrealized gain (loss) at the beginning of the reporting period.

Transfers between level 2 and 3 generally relate to whether significant relevant observable inputs are available for the fair value measurements or due to change in liquidity restrictions for the investments.

The following table includes quantitative information as of June 30, 2021 and December 31, 2020 for financial instruments classified within level 3. The table below quantifies information about the significant unobservable inputs used in the fair value

41

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

measurement of the Company's level 3 financial instruments.

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value June 30, 2021		Valuation Techniques	Unobservable Inputs	Range	Weighted Average
Level 3 Assets	(dollars in thousands)
Common and preferred stocks	$	76,106	Discounted cash flows Guideline companies Probability of Success	Discount rate EBITDA Market Multiples Probability of Success	11% - 20% 6.25x - 6.75x 75% - 100%	12% 6.5x 88%
Options	244		Discounted cash flows Guideline companies	Discount rate EBITDA Market Multiples	11% - 13% 6.25x - 6.75x	12% 6.5x
Trade claims	2,639		Discounted cash flows	Discount rate	20%	20%
Warrants and rights	4,659		Discounted cash flows Guideline companies	Discount rate EBITDA Market Multiples	11% - 13% 6.25x - 6.75x	12.0% 6.5x
Corporate, convertible bonds and term loan	12,563		Discounted cash flows Guideline companies	Discount rate EBITDA Market Multiples	11% - 13% 6.25x - 6.75x	12% 6.5x
Other level 3 assets (a)	91,501
Total level 3 assets	$	187,712
Level 3 Liabilities
Options	3,619		Option pricing models	Volatility	35%	35%
Contingent consideration liability	24,810		Discounted cash flows Monte Carlo simulation	Discount rate Volatility	7% - 15% 18% - 20%	14% 18%
Total level 3 liabilities	$	28,429

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at December 31, 2020		Valuation Techniques	Unobservable Inputs	Range	Weighted Average
Level 3 Assets	(dollars in thousands)
Common and preferred stocks	$	65,735	Discounted cash flows Guideline companies	Discount rate EBITDA Market Multiples	10% - 12% 6.25x - 6.75x	11% 6.5x
Trade claims	3,500		Discounted cash flows	Discount rate	15%	15%
Warrants and rights	11,217		Discounted cash flows Guideline companies	Discount rate EBITDA Market Multiples	4% - 11% 6.25x - 6.75x	7% 6.5x
Options	251		Discounted cash flows Guideline companies	Discount rate EBITDA Market Multiples	10% - 12% 6.25x - 6.75x	11% 6.5x
Corporate, convertible bonds and term loan	12,623		Discounted cash flows Guideline companies	Discount rate EBITDA Market Multiples	10% - 12% 6.25x - 6.75x	11% 6.5x
Other level 3 assets (a)	34,135
Total level 3 assets	$	127,461
Level 3 Liabilities
Options	3,915		Option pricing models	Volatility	35%	35%
Contingent consideration liability	36,718		Discounted cash flows Monte Carlo simulation	Discount rate Volatility	9% - 16% 22% - 24%	15% 22%
Other level 3 liabilities (a)	2,204
Total level 3 liabilities	$	42,837

(a)The quantitative disclosures exclude financial instruments for which the determination of fair value is based on prices from recent transactions.

The Company has established valuation policies, procedures and internal control infrastructure over the fair value measurement of financial instruments. In the event that observable inputs are not available, the control processes are designed to ensure that the valuation approach utilized is applicable, reasonable and consistently applied. Where a pricing model is used to determine fair value, these control processes include reviews of the methodology and inputs for both reasonableness and applicability. Consistent with best practices, recently executed comparable transactions and other observable market data are used for the purposes of validating both the model and the assumptions used to calculate fair value. Independent of trading and valuation functions, the Company’s Valuation Committee in conjunction with its Price Verification team, plays an important role

42

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

in determining that financial instruments are appropriately valued and that fair value measurements are both reasonable and reliable. This is particularly important where prices or valuations that require inputs are less observable. The Valuation Committee is comprised of senior management, including non-investment professionals, who are responsible for overseeing and monitoring the pricing of the Company's investments.

The US GAAP fair value leveling hierarchy is designated and monitored on an ongoing basis. In determining the designation, the Company takes into consideration a number of factors including the observability of inputs, liquidity of the investment and the significance of a particular input to the fair value measurement. Designations, models, pricing vendors, third party valuation providers and inputs used to derive fair market value are subject to review by the valuation committee and the internal audit group. The Company reviews its valuation policy guidelines on an ongoing basis and may adjust them in light of improved valuation metrics and models, the availability of reliable inputs and information, and prevailing market conditions. The Company regularly reviews a profit and loss report, as well as other periodic reports, and analyzes material changes from period to period in the valuation of its investments as part of its control procedures. The Company also performs back testing on a regular basis by comparing prices observed in executed transactions to previous valuations.

The fair market value for level 3 securities may be highly sensitive to the use of industry-standard models, unobservable inputs and subjective assumptions. The degree of fair market value sensitivity is also contingent upon the subjective weight given to specific inputs and valuation metrics. The Company holds various equity and debt instruments where different weight may be applied to industry-standard models representing standard valuation metrics such as: discounted cash flows, market multiples, comparative transactions, capital rates, recovery rates and timing, and bid levels. Generally, changes in the weights ascribed to the various valuation metrics and the significant unobservable inputs in isolation may result in significantly lower or higher fair value measurements. Volatility levels for warrants and options are not readily observable and subject to interpretation. The interrelationship between unobservable inputs may vary significantly amongst level 3 securities as they are generally highly idiosyncratic. Significant increases (decreases) in any of those inputs in isolation can result in a significantly lower (higher) fair value measurement.

Other financial assets and liabilities

The following table presents the carrying values and fair values, at June 30, 2021 and December 31, 2020, of financial assets and liabilities and information on their classification within the fair value hierarchy which are not measured at fair value on a recurring basis. For additional information regarding the financial instruments within the scope of this disclosure, and the methods and significant assumptions used to estimate their fair value (see Note 2e).

	June 30, 2021						December 31, 2020						Fair Value Hierarchy
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
				(dollars in thousands)
Financial Assets
Operating companies
Cash and cash equivalents	$	806,887		$	806,887		$	645,169		$	645,169		Level 1
Cash collateral pledged	64,895			64,895			110,743			110,743			Level 2
Segregated cash	178,179			178,179			185,141			185,141			Level 1
Securities purchased under agreements to resell	0			0			191			204			Level 2
Securities borrowed	1,791,331			1,791,331			1,908,187			1,908,187			Level 2
Loans receivable	3,415			3,415		(d)	7,682			7,682		(d)	Level 3
Consolidated Funds
Cash and cash equivalents	298			298			417			417			Level 1
Financial Liabilities
Securities sold under agreements to repurchase	2,622			2,854			5,036			5,544			Level 2
Securities loaned	3,177,201			3,177,201			2,476,414			2,476,414			Level 2
Convertible debt	0			0			80,808		(a)	135,444		(b)	Level 2
Notes payable and other debt	480,899		(e)	508,269		(c)	383,067		(e)	405,840		(c)	Level 2

(a)The carrying amount of the convertible debt includes an unamortized discount of $6.7 million as of December 31, 2020.

(b)The convertible debt includes the conversion option and is based on the last broker quote available.

(c)Notes payable and other debt are based on the last broker quote available.

(d)The fair market value of level 3 loans is calculated using discounted cash flows where applicable.

43

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(e)The carrying amount of the notes payable and other debt includes an unamortized discount and unamortized premium of $1.4 million and $0.3 million as of June 30, 2021, respectively and unamortized premium of $0.4 million as of December 31, 2020.

8. Deposits with Clearing Organizations, Brokers and Banks

Under the terms of agreements between the Company and some of its clearing organizations, brokers and banks, balances owed are collateralized by certain of the Company's cash and securities balances. As of June 30, 2021 and December 31, 2020, the Company had a total of $96.1 million and $105.0 million, respectively, in deposit accounts with clearing organizations, brokers and banks that could be used as collateral to offset losses incurred by the clearing organizations, brokers and banks, on behalf of the Company's activities, if such losses were to occur.

9. Receivable From and Payable To Brokers, Dealers and Clearing Organizations

Receivable from and payable to brokers, dealers and clearing organizations includes cash held at the clearing brokers, amounts receivable or payable for unsettled transactions, monies borrowed and proceeds from short sales equal to the fair value of securities sold, not yet purchased, at fair value, which are restricted until the Company purchases the securities sold short. Pursuant to the master netting agreements the Company entered into with its brokers, dealers and clearing organizations, these balances are presented net (assets less liabilities) across balances with the same counterparty. The Company's receivable from and payable to brokers, dealers and clearing organizations balances are held at multiple financial institutions.

As of June 30, 2021 and December 31, 2020, amounts receivable from brokers, dealers and clearing organizations include:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Broker-dealers	$	2,102,520	$	1,608,273
Securities failed to deliver	45,143		55,655
Clearing organizations	37,964		41,795
Securities borrowed/loaned interest receivable	22,115		24,021
	$	2,207,742	$	1,729,744

As of June 30, 2021 and December 31, 2020, amounts payable to brokers, dealers and clearing organizations include:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Broker-dealers	$	362,116	$	286,011
Securities failed to receive	91,007		68,036
Clearing organizations	58,118		33,732
Securities borrowed/loaned interest payable	19,627		27,364
	$	530,868	$	415,143

10. Receivable From and Payable To Customers

As of June 30, 2021 and December 31, 2020, receivable from customers of $185.8 million and $104.0 million, respectively, consist of amounts owed by customers relating to securities transactions not completed on settlement date and receivables arising from prepaid research.

As of June 30, 2021 and December 31, 2020, payable to customers of $2.7 billion and $1.7 billion, respectively, include amounts due on cash and margin transactions to the Company's clients, some of which have their assets held by a Company omnibus account, which are included within receivables from brokers, dealers and clearing organizations in the accompanying condensed consolidated statements of financial condition. In the omnibus structure, positions that are owned by Cowen International Ltd are fully cross collateralized by client funds, meaning that the Company does not have market risk. Additionally, Cowen International Ltd has no obligation to settle any trade that it deems inappropriate from a risk perspective, adding an important market and counterparty risk mitigating factor.

11. Commission Management Payable

The Company receives a gross commission from various brokers, which is then used to fund commission sharing and recapture arrangements, less the portion retained as income to the Company. Accrued commission sharing and commission

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

recapture payable of $126.0 million and $117.0 million, as of June 30, 2021 and December 31, 2020, respectively, are classified as commission management payable in the accompanying condensed consolidated statements of financial condition.

12. Non-Controlling Interests in Consolidated Subsidiaries and Investment Funds

Redeemable and nonredeemable non-controlling interests in consolidated subsidiaries and investment funds and the related net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds are comprised as follows:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Nonredeemable non-controlling interests in consolidated subsidiaries and investment funds
Operating companies	129,229		83,818
Consolidated Funds	37,270		115,806
	$	166,499	$	199,624

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds
Operating companies	$	14,125	$	3,104	$	21,786	$	3,231
Consolidated Funds	(370)		30,009		(3,469)		(32,306)
	$	13,755	$	33,113	$	18,317	$	(29,075)

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

13. Revenue from Contracts with Customers

For the three and six months ended June 30, 2021 and 2020, the following tables presents revenues from contracts with customers disaggregated by fee type and segment.

		Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
		(dollars in thousands)
Revenue from contracts with customers		Operating Company
Investment banking
Underwriting fees		$	88,680	$	133,695	$	242,984	$	196,965
Strategic/financial advisory fees		100,518		39,634		174,073		61,630
Placement and sales agent fees		31,380		25,977		103,924		43,573
Expense reimbursements from clients		4,403		4,676		8,834		6,842
	Total investment banking revenue	224,981		203,982		529,815		309,010
Brokerage
Commissions		128,404		121,685		290,196		254,611
Trade conversion revenue		3,848		4,327		7,978		8,966
Equity research fees		4,997		5,016		9,590		9,044
	Total brokerage revenue from customers	137,249		131,028		307,764		272,621
Management fees		14,768		11,424		40,267		22,771
Incentive income		169		0		2,427		0
Total revenue from contracts with customers - Op Co		$	377,167	$	346,434	$	880,273	$	604,402
		Asset Company
Management fees		226		229		470		486
Incentive income		0		0		0		0
Total revenue from contracts with customers - Asset Co		226		229		470		486
Total revenue from contracts with customers		$	377,393	$	346,663	$	880,743	$	604,888

14. Insurance and reinsurance

The Company completed the acquisition of Cowen Insurance Co on February 26, 2021. (See Note 3). Cowen Insurance Co is a Malta based insurance company that reinsures a significant proportion of its portfolio (“Outward Reinsurance”). The Company's wholly owned Luxembourg subsidiary, Hollenfels Re SA ("Hollenfels") provides reinsurance to third party insurance and reinsurance companies (“Inward Reinsurance”). Cowen Insurance Co’s and Hollenfels' share of claims incurred and paid during the periods below, as well as the change in claims outstanding and claims incurred but not reported ("IBNR") during these periods, net of reinsurance, were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Incurred and paid claims
Insurance (net of Outward Reinsurance)	$	1,055	$	0	$	1,798	$	0
Inward Reinsurance	1,533		3,693		5,438		7,928
Total	$	2,588	$	3,693	$	7,236	$	7,928
Change in claims outstanding and claims IBNR
Insurance (net of Outward Reinsurance)	$	(75)	$	0	$	(211)	$	0
Inward Reinsurance	(72)		(7)		(631)		3,034
Total	$	(147)	$	(7)	$	(842)	$	3,034

Cowen Insurance Co and Hollenfels utilize several methods to determine their claims IBNR. Cowen Insurance Co and Hollenfels generally employ an estimation methodology whereby historical average claims ratios over a period of up to 10 years are utilized, based on availability of data. In cases where current claims development contradicts historical results, Cowen Insurance Co and Hollenfels employ a method to average claims ratios derived through different actuarial calculation methods. If an event occurs that may give rise to significant future claims in excess of the amount calculated using the above-mentioned

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

methodologies, the impact of such an event is calculated using existing claims data and actuarial estimation methods to adjust Cowen Insurance Co's and Hollenfels's IBNR provision. During the three and six months ended June 30, 2021, claims liability and claim adjustment expenses were calculated using the above-mentioned methods consistent with prior years.

While Cowen Insurance Co and Hollenfels typically settle their premiums and claim payments on a quarterly basis, the frequency of claims in the underlying policies is impractical for Cowen Insurance Co and Hollenfels to obtain. Cowen Insurance Co and Hollenfels write contracts on both a proportional and non-proportional basis. The contracts contain inspection rights to allow the companies to inspect the policy documents that provide the source for the underlying data provided by the cedant. This negates the need for them to collect and hold the documents themselves which would be impracticable. Cowen Insurance Co and Hollenfels did not discount any of its reserves and did not cede any portion of its exposures during the three and six months ended June 30, 2021 and 2020.

From time to time, Cowen Insurance Co and Hollenfels may enter into insurance and reinsurance agreements that require it to post collateral of cash or U.S. government bonds to cover certain exposures as defined in the respective insurance and reinsurance agreements. As of June 30, 2021, Hollenfels had pledged $61.5 million of collateral towards such reinsurance obligations, of which $61.5 million was all cash following the redemption of $13.7 million of U.S. government bonds in June 2021. The amount pledged was reduced by $59.0 million from the amounts pledged at December 31, 2020. This is due to the redemption of bonds and repayment of a loan. Hollenfels expects $40.5 million of the cash collateral pledged to be released on September 30, 2023. The remaining cash collateral of $21.0 million is expected to be released periodically between June 30, 2021 and March 31, 2024 in accordance with the terms of the underlying insurance and reinsurance agreements. As of June 30, 2021, Cowen Insurance Company had no pledged collateral.

15. Share-Based Payments, Deferred Compensation and Employee Ownership Plans

The Company has issued share-based compensation under the 2010 and 2020 Equity Incentive Plan (the "Equity Plans"). The Equity Plans permit the grant of options, restricted shares, restricted stock units, and other equity-based awards to the Company's employees and directors. Stock options granted generally vest over two to five-year periods and expire seven years from the date of grant. Restricted shares and restricted share units issued, both of which are eligible to accrue dividend equivalents, may be immediately vested or may generally vest over a two-to five-year period. Awards are subject to the risk of forfeiture, inclusive of accrued dividend equivalents. As of June 30, 2021, there were 0.7 million shares available for future issuance under only the 2020 Equity Incentive Plan.

Under the Equity Plans, the Company awarded $34.1 million of deferred cash awards to its employees during the six months ended June 30, 2021. These awards vest over a four-year period and accrue interest at 0.70% per year. As of June 30, 2021, the Company had unrecognized compensation expense related to the Equity Plans' deferred cash awards of $76.3 million.

The Company measures compensation cost for share-based awards according to the equity method. In accordance with the expense recognition provisions of those standards, the Company amortizes unearned compensation associated with share-based awards on a straight-line basis over the vesting period of the option or award, net of estimated forfeitures. In relation to awards under the Equity Plan, the Company recognized compensation expense of $22.8 million and $15.3 million for the three months ended June 30, 2021 and 2020 and $51.0 million and $23.6 million for the six months ended June 30, 2021 and 2020, respectively. The income tax effect recognized for the Equity Plans was a benefit of $12.1 million and $3.5 million for the three months ended June 30, 2021 and 2020 and $23.0 million and $5.3 million for the six months ended June 30, 2021 and 2020, respectively.

Restricted Stock Units Granted to Employees

Restricted shares and restricted stock units are referred to collectively as restricted stock. The following table summarizes the Company's restricted share and restricted stock unit activity for the six months ended June 30, 2021 and 2020:

	Six Months Ended June 30, 2021			Six Months Ended June 30, 2020
	Nonvested Restricted Class A Common Shares and Class A Common Restricted Stock Units	Weighted-Average Grant Date Fair Value		Nonvested Restricted Class A Common Shares and Class A Common Restricted Stock Units	Weighted-Average Grant Date Fair Value
Beginning balance outstanding	5,450,191	$	17.56	5,364,486	$	16.67
Granted	1,683,983	35.10		2,268,759	17.23
Vested	(1,122,823)	6.49		(1,290,624)	15.23
Canceled	0	0		(87,348)	14.80
Forfeited	(24,582)	18.31		(35,441)	15.95
Ending balance outstanding	5,986,769	$	24.57	6,219,832	$	17.20

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Included in the restricted share and restricted stock unit activity are performance-linked restricted stock units of 1,603,630 which were awarded in March 2016, April 2019, July 2020 and February 2021. Each RSU is equal to one share of the Company's Class A common stock. Certain of the awards granted have the ability to be cash settled when the attained award exceeds a certain percentage of granted amount. The cash portion of the award has been bifurcated from the equity component and recorded as a compensation payable in the accompanying condensed consolidated statement of financial condition. Of the awards granted, 379,319 have vested and 320,681 have been canceled, as they did not meet the performance criteria, through June 30, 2021. Included in vested shares are 233,333 shares that had an attainable value of 420,000, due to reaching certain performance goals, and were delivered in March 2021. Of this attainable value 350,000 shares were settled in the issuance of restricted stock units and were delivered in March 2021 with the remaining 70,000 shares being settled in cash at the volume weighted average price on settlement date. The remaining awards, included in the outstanding balance as of June 30, 2021, vest between December 2021 and December 2023 and will be earned only to the extent that the Company attains specified market conditions relating to its volume-weighted average share price and total shareholder return in relation to certain benchmark indices and performance goals relating to aggregate net income and average return on shareholder equity. The actual number of RSUs ultimately earned could vary from 0, if performance goals are not met, to as much as 220% of the targeted award. Compensation expense is recognized to the extent that it is probable that the Company will attain the performance goals. The fair value of restricted stock is determined based on the number of shares granted and the quoted price of the Company's common stock on the date of grant.

As of June 30, 2021, there was $102.5 million of unrecognized compensation expense related to the Company's grant of nonvested restricted shares and restricted stock units to employees. Unrecognized compensation expense related to nonvested restricted shares and restricted stock units granted to employees is expected to be recognized over a weighted-average period of 1.97 years.

Restricted Shares and Restricted Stock Units Granted to Non-Employee Board Members

There were 0 restricted stock units awarded to non-employee board members during the three and six months ended June 30, 2021 and 2020. The Company delivered 14,620 units to non-employee board members during the three and six months ended June 30, 2021 and NaN were delivered in three and six months ended June 30, 2020. As of June 30, 2021 and December 31, 2020, there were 244,916 and 259,536 restricted stock units outstanding for non-employee board members, respectively.

Other Share Based Payments

In certain circumstances, the Company grants carried interest in consolidated managing member/general partner subsidiaries to third parties through the grant of equity awards in exchange for professional, advisory and other services. The equity awards are recorded within additional paid in capital in the accompanying condensed consolidated statements of financial condition and professional, advisory and other fees expense in the accompanying condensed consolidated statements of operations based on the fair value of the award granted and expensed over the terms of the award. In addition, the equity awards provide the third parties profit points aligned to the allocated carried interest distributions. Upon vesting of the awards, the third parties' allocation of carried interest is determined by applying an equity ownership model. Accordingly, the Company accrues carried interest allocations based on the fair value of the underlying investments assuming hypothetical liquidation at book value upon vesting as nonredeemable non-controlling interest.

16. Income Taxes

The taxable results of the Company’s U.S. operations are included in the consolidated income tax returns of Cowen, Inc. as well as stand-alone state and local tax returns. The Company has subsidiaries that are resident in foreign countries where tax filings are submitted on a stand‑alone basis. These subsidiaries are subject to tax in their respective countries and the Company is responsible for and, thus, reports all taxes incurred by these subsidiaries. The countries where the Company owns subsidiaries that file tax returns are United Kingdom, Luxembourg, Malta, Gibraltar, Germany, Switzerland, South Africa, Canada, and Hong Kong.

The Company calculates its U.S. tax provision using the estimated annual effective tax rate methodology. The tax expense or benefit caused by an unusual or infrequent item is recorded in the quarter in which it occurs. To the extent that information is not available for the Company to fully determine the full year estimated impact of an item of income or tax adjustment, the Company calculates the tax impact of such item discretely. Accordingly, the Company uses the discrete methodology to calculate the income tax provision for its foreign subsidiaries and the tax impact of income attributable to redeemable non-controlling interests in consolidated subsidiaries and investment funds. Based on these methodologies, the Company’s effective income tax rate was 23.45% and 36.90% for the six months ended June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021, the items whose tax impact were recorded discretely related primarily to foreign taxes, as well as stock compensation.

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

For the six months ended June 30, 2021, the effective tax rate differs from the statutory rate of 21% primarily due to income attributable to non-controlling interests in consolidated subsidiaries and investment funds, global intangible low-taxes income, stock compensation, as well as other nondeductible expenses. For the six months ended June 30, 2020, the effective tax rate differs from the statutory rate of 21% primarily due to losses attributable to non-controlling interests in consolidated subsidiaries and investment funds, foreign taxes, stock compensation, as well as other nondeductible expenses.

As a result of the enactment of the American Rescue Plan Act signed on March 11, 2021, the Company is required to assess the tax impact of the Act in the quarter the law was enacted. Based on management analysis, there was no material impact on the Company's financial statements as of June 30, 2021.

The Company maintained an uncertain tax position liability of $0.3 million as of June 30, 2021 and December 31, 2020 related to New York State tax matters.

The Company records deferred tax assets and liabilities for the future tax benefit or expense that will result from differences between the carrying value of its assets for income tax purposes and for financial reporting purposes, as well as for operating or capital loss and tax credit carryovers. A valuation allowance is recorded to bring the net deferred tax assets to a level that, in management's view, is more likely than not to be realized in the foreseeable future. This level will be estimated based on a number of factors, especially the amount of net deferred tax assets of the Company that are actually expected to be realized, for tax purposes, in the foreseeable future. As of June 30, 2021, the Company recorded a valuation allowance against deferred tax assets related to its foreign tax credits and foreign net operating losses.

The Company is subject to examination by the United States Internal Revenue Service as well as state, local and foreign tax authorities in jurisdictions where the Company has significant business operations, such as New York, United Kingdom, Luxembourg, Malta, Germany and Switzerland. Currently, the Company is under audit by New York State for the 2013 to 2017 tax years. Management is not expecting a material tax liability from these audits.

The Company continues to permanently reinvest the capital and accumulated earnings of its subsidiaries in the United Kingdom, Malta, Germany, Switzerland, Canada, South Africa, and Hong Kong.

17. Commitments and Contingencies

Operating Lease Obligations

The Company has entered into leases for real estate and other facilities. These leases contain rent escalation clauses and options to extend the lease term. The Company does not include renewal options in the lease term for calculating the Company's lease liability as the renewal options allow the Company operational flexibility and the Company is not reasonably certain to exercise these renewal options at this time. The Company records the expenses related to occupancy and equipment on a straight-line basis over the lease term and these expenses are included in occupancy and equipment expense and client services and business development expense in the accompanying condensed consolidated statements of operations.

For the three and six months ended June 30, 2021 and 2020, quantitative information regarding the Company's operating lease obligations reflected in the accompanying condensed consolidated statements of operations were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Lease cost
Operating lease cost	$	5,833	$	5,672	$	11,603	$	11,357
Short-term lease cost	32		52		65		197
Variable lease cost	864		815		1,770		1,603
Sublease income	(156)		(217)		(316)		(433)
Total lease costs	$	6,573	$	6,322	$	13,122	$	12,724

49

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The following table summarizes the supplemental cash flow information and certain other information related to operating leases for the six months ended June 30, 2021 and 2020:

	Six Months Ended June 30,
	2021			2020
	(dollars in thousands)
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,625		$	13,906
Weighted average remaining lease term - operating leases (in years)	4.60			4.93
Weighted average discount rate - operating leases	4.09		%	4.16		%

As of June 30, 2021, maturities of the outstanding operating lease liabilities for the Company were as follows:

	Equipment Leases (operating)		Real Estate and Other Facility Rental (a) (b)
	(dollars in thousands)
2021	$	136	$	11,584
2022	150		23,519
2023	11		19,962
2024	0		16,671
2025	0		6,087
Thereafter	0		10,062
Total operating leases	297		87,885
Less discount	13		8,968
Less short-term leases	0		41
Total lease liability	$	284	$	78,876

(a)The Company has entered into various agreements to sublease certain of its premises.

(b)During the six months ended June 30, 2021, the Company recognized an increase of $7.1 million of operating right-of-use assets and leases liabilities related to for facility leases.

See Note 18 for further information on the finance lease minimum payments.

Other Commitments

As of June 30, 2021, future minimum annual service payments for the Company were as follows:

	Service Payments
	(dollars in thousands)
2021	$	13,230
2022	18,893
2023	9,478
2024	5,254
2025	3,366
Thereafter	10,594
Total service payment commitments	$	60,815

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Unfunded Commitments

The following table summarizes unfunded commitments as of June 30, 2021:

Entity	Unfunded Commitments		Commitment Term
	(dollars in thousands)
HealthCare Royalty Partners funds (a)	$	7,207	3.50 years
Eclipse Ventures Fund I, L.P.	$	28	3.50 years
Eclipse Fund II, L.P.	$	45	4.50 years
Eclipse Continuity Fund I, L.P.	$	39	5.50 years
Cowen Healthcare Investments III LP	$	4,126	5.50 years
Cowen Sustainable Investments I LP	$	14,706	8.50 years

(a) The Company is a limited partner of the HealthCare Royalty Partners funds (which are managed by Healthcare Royalty Management) and is a member of HealthCare Royalty Partners General Partners. The Company will make its pro-rata investment in the HealthCare Royalty Partners funds along with the other limited partners.

Litigation

In the ordinary course of business, the Company and its affiliates, subsidiaries and current and former officers, directors and employees (the "Company and Related Parties") are named as defendants in, or as parties to, various legal actions and proceedings. Certain of these actions and proceedings assert claims or seek relief in connection with alleged violations of securities, banking, anti-fraud, anti-money laundering, employment and other statutory and common laws. Certain of these actual or threatened legal actions and proceedings include claims for substantial or indeterminate compensatory or punitive damages, or for injunctive relief.

In the ordinary course of business, the Company and Related Parties are also subject to governmental and regulatory examinations, information gathering requests (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Certain of the Company's affiliates and subsidiaries are registered broker-dealers, futures commission merchants, investment advisers or other regulated entities and, in those capacities, are subject to regulation by various U.S., state and foreign securities, commodity futures and other regulators. In connection with formal and informal inquiries by these regulators, the Company receives requests and orders seeking documents and other information in connection with various aspects of the Company's regulated activities.

Due to the global scope of the Company's operations, and its presence in countries around the world, the Company and Related Parties may be subject to litigation, governmental and regulatory examinations, information gathering requests, investigations and proceedings (both formal and informal), in multiple jurisdictions with legal and regulatory regimes that may differ substantially, and present substantially different risks, from those to which the Company and Related Parties are subject in the United States.

The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interests of the Company and its shareholders, and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter.

In accordance with US GAAP, the Company establishes reserves for contingencies when the Company believes that it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. The Company discloses a contingency if there is at least a reasonable possibility that a loss may have been incurred and there is no reserve for the loss because the conditions above are not met. The Company's disclosure includes an estimate of the reasonably possible loss or range of loss for those matters, for which an estimate can be made. Neither a reserve nor disclosure is required for losses that are deemed remote.

The Company appropriately reserves for certain matters where, in the opinion of management, the likelihood of liability is probable and the extent of such liability is reasonably estimable. Such amounts are included within accounts payable, accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition. Estimates, by their nature, are based on judgment and currently available information and involve a variety of factors, including, but not limited to, the type and nature of the litigation, claim or proceeding, the progress of the matter, the advice of legal counsel, the Company's defenses and its experience in similar cases or proceedings as well as its assessment of matters, including settlements, involving other defendants in similar or related cases or proceedings. The Company may increase or decrease its legal reserves in the future, on a matter-by-matter basis, to account for developments in such matters. The Company accrues legal fees as incurred.

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

18. Convertible Debt and Notes Payable

As of June 30, 2021 and December 31, 2020, the Company's outstanding debt was as follows:

	As of June 30, 2021		As of December 31, 2020
	(dollars in thousands)
Convertible debt	$	0	$	80,808
Notes payable	173,772		307,653
Term loan	290,639		0
Other notes payable	14,135		72,505
Finance lease obligations	2,353		2,909
	$	480,899	$	463,875

Convertible Debt

December 2022 Convertible Notes

The Company, on December 14, 2017, issued $135.0 million aggregate principal amount of 3.00% convertible senior notes due December 2022 (the “December 2022 Convertible Notes”). The December 2022 Convertible Notes have a final maturity date of December 15, 2022 unless earlier repurchased by the Company or converted by the holder in accordance with their terms prior to such date. The interest on the December 2022 Convertible Notes is payable semi-annually on December 15 and June 15 of each year. The December 2022 Convertible Notes are senior unsecured obligations of Cowen. The December 2022 Convertible Notes were issued with an initial conversion price of $17.375 per share of Cowen's Class A common stock. Pursuant to the indenture governing the December 2022 Convertible Notes, conversions of the December 2022 Convertible Notes will be settled by the delivery and/or payment, as the case may be, of Cowen’s Class A Common Stock, cash, or a combination thereof, at the Company's election.

The Company recognized the embedded cash conversion option at issuance date fair value, which also represents the initial unamortized discount on the December 2022 Convertible Notes of $23.4 million and is shown net in convertible debt in the accompanying condensed consolidated statements of financial condition. On June 26, 2018, the Company received shareholder approval for the Company to settle the December 2022 Convertible Notes entirely in Class A common stock. Upon receiving shareholder approval, the Company reclassified the separately recognized conversion option from a derivative liability to equity.

During December 2020, the Company repurchased and extinguished $46.9 million of the outstanding principal amount of the December 2022 Convertible Notes for cash consideration of $70.5 million. In conjunction with the partial extinguishment of the December 2022 Convertible Notes, the Company accelerated the pro rata unamortized discount of $3.6 million and capitalized debt issuance costs of $0.4 million. The Company allocated $29.6 million of the cash consideration paid to the extinguishment of the equity component of the December 2022 Convertible Notes. The Company recognized $2.7 million of gain on debt extinguishment.

On March 24, 2021, the Company issued a redemption notice announcing that the Company would redeem all of the December 2022 Convertible Notes, and provided holders the option to elect to settle the as-converted value of the notes as allowed under the terms of the December 2022 Convertible Notes. As a result of the Company’s call for redemption of the December 2022 Convertible Notes, the December 2022 Convertible Notes were convertible, at the option of the holder at any time prior to June 22, 2021, the second business day prior to the December 2022 Convertible Notes' Redemption Date. On June 24, 2021 (the "Redemption Date") the Company redeemed all of the outstanding principal of the December 2022 Convertible Notes. The redemption amount was determined based on the holders election to convert, which allowed for either 100.00% of the principal amount thereof plus accrued and unpaid interest on such principal amount up to June 15, 2021, to, but not including the Redemption Date of the December 2022 Convertible Notes, or the value of the common shares to be issued on conversion. The settlement method for the December 2022 Convertible Notes was $88.1 million in cash, (the outstanding principal amount of the December 2022 Convertible Notes) and 2,938,841 shares of the Company’s Class A common stock, (the remainder of the conversion obligation in excess of the principal amount). The conversion rate on the December 2022 Convertible Notes on the Redemption Date was 33.35 shares of the Company’s Class A common stock per $1,000 principal amount of December 2022 Convertible Notes converted. In conjunction with the redemption of the remaining December 2022 Convertible Notes, the Company accelerated the pro rata unamortized discount of $5.1 million and capitalized debt issuance costs of $0.5 million.

Amortization on the discount, included within interest and dividends expense in the accompanying condensed consolidated statements of operations is $0.7 million and $1.1 million for the three months ended June 30, 2021 and 2020, and $1.5 million and $2.3 million for the six months ended June 30, 2021 and 2020, respectively, based on an effective interest rate of 7.13%. The Company capitalized the debt issuance costs in the amount of $2.2 million, which is a direct deduction from the carrying value of

52

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

the debt and was amortized over the life of the December 2022 Convertible Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations. The Company recorded interest expense of $0.6 million and $1.0 million for the three months ended June 30, 2021 and 2020 and $1.3 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively.

Notes Payable

May 2024 Notes

On May 7, 2019, the Company completed its private placement of $53.0 million aggregate principal amount of 7.25% senior notes due May 2024 (the "May 2024 Notes") with certain institutional investors. On September 30, 2019, the Company issued an additional $25.0 million of the same series of notes. The additional May 2024 Notes were purchased at a premium of $0.5 million, which is shown net in notes payable in the accompanying condensed consolidated statement of financial condition. To date the May 2024 Notes have maintained their initial private rating, and the interest rate has remained unchanged. Interest on the May 2024 Notes is payable semi-annually in arrears on May 6 and November 6. The Company recorded interest expense of $1.4 million and $1.4 million for the three months ended June 30, 2021 and 2020 and $2.8 million and $2.8 million for the six months ended June 30, 2021 and 2020, respectively. The Company capitalized debt issuance costs of approximately $1.5 million in May 2019 and $0.6 million in September 2019, which is a direct deduction from the carrying value of the debt and will be amortized over the life of the May 2024 Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations.

June 2033 Notes

On June 11, 2018, the Company completed its public offering of $90.0 million of 7.75% senior notes due June 2033 (the "June 2033 Notes") and subsequently the underwriters exercised in full their option to purchase an additional $10.0 million principal amount of the June 2033 Notes. Interest on the June 2033 Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15. The Company recorded interest expense of $1.9 million and $1.9 million for the three months ended June 30, 2021 and 2020 and $3.9 million and $3.9 million for the six months ended June 30, 2021 and 2020, respectively. The Company capitalized debt issuance costs of approximately $3.6 million which is a direct deduction from the carrying value of the debt and will be amortized over the life of the June 2033 Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations.

December 2027 Notes

On December 8, 2017, the Company completed its public offering of $120.0 million of 7.35% senior notes due December 2027 (the "December 2027 Notes") and subsequently the underwriters exercised in full their option to purchase an additional $18.0 million principal amount of the December 2027 Notes. Interest on the December 2027 Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15. The Company recorded interest expense of $2.5 million for the three months ended June 30, 2020 and $2.5 million and $5.1 million for six months ended June 30, 2021 and 2020, respectively. The Company capitalized debt issuance costs of approximately $5.0 million which is a direct deduction from the carrying value of the debt and will be amortized over the life of the December 2027 Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations. The net proceeds of the offering, after deducting the underwriting discount and estimated offering expenses payable by the Company were used to redeem all of its 8.25% senior notes due October 2021 and for general corporate purposes.

On March 24, 2021, the Company delivered payment of and discharged all $138.0 million outstanding aggregate principal of the December 2027 Notes plus accrued and unpaid interest through the effective redemption date of April 23, 2021. In conjunction with the extinguishment of the December 2027 Notes , the Company accelerated the pro-rata capitalized debt issuance costs. For the three and six months ended June 30, 2021, the Company recognized $4.4 million of loss on debt extinguishment, respectively.

Term Loan

March 2028 Term Loan

On March 24, 2021, the Company borrowed $300 million of first lien term loan due March 24, 2028 (the “March 2028 Term Loan”). The interest on the March 2028 Term Loan is payable at the option of the Company on a monthly, quarterly or bi-annual rate equal to London Inter-bank Offered Rate ("LIBOR") (of no less than the floor of 0.75%) plus a margin of 3.25%. The Company is required to pay 1.00% per annum of the original principal amount of the March 2028 Term Loan. The obligations of the Company for the March 2028 Term Loan are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries (excluding its broker-dealer subsidiaries) (the “Guarantors”) and secured by substantially all of the assets of the Company and the Guarantors, subject in each case to certain customary exceptions. The terms of the March 2028 Term Loan contain customary

53

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

affirmative and negative covenants, including standard leverage and financial incurrence covenants. Proceeds from the term loan were used to (i) satisfy and discharge and redeem the Company’s 2027 Senior Notes, (ii) redeem the Company’s December 2022 Convertible Notes that remained outstanding as of March 31, 2021 and pay the cash settlement amount in connection with the conversion of December 2022 Convertible Notes prior to that redemption date, and (iii) for the payment of fees, commissions, premiums, expenses and other transaction costs (including original issue discount or upfront fees) payable in connection with the transactions related thereto. As of June 30, 2021, the outstanding principal amount of the March 2028 Term Loan was $298.5 million.

Interest expense for the March 2028 Term Loan was $3.0 million for the three months ended June 30, 2021 and $3.2 million for the six months ended June 30, 2021, based on an effective interest rate of 4.46%. The Company capitalized debt issuance costs of approximately $6.6 million and initial unamortized discount of $1.5 million which is a direct deduction from the carrying value of the debt and will be amortized over the life of the March 2028 Term loan in interest and dividends expense in the accompanying condensed consolidated statements of operations.

June 2020 Term Loan

On June 30, 2017, a subsidiary of the Company borrowed $28.2 million to fund general corporate purposes. In July 2019, the subsidiary of the Company borrowed separately, from the same lender, $4.0 million to fund general corporate purposes. Each loan was secured by the value of the Company's limited partnership interests in two affiliated investment funds. The Company had provided a guarantee for these loans. Both loans had an effective interest rate of LIBOR plus 3.75% with a lump sum payment of the entire combined principal amount due (as amended) on June 26, 2020 when they were both fully repaid. The Company recorded interest expense of $0.3 million and $0.8 million for the three and six months ended June 30, 2020, respectively.

Other Notes Payable

During January 2021, the Company borrowed $3.0 million to fund insurance premium payments. This note had an effective interest rate of 2.01% and was due in December 2021, with monthly payment requirements of $0.3 million. As of June 30, 2021, the outstanding balance on this note was $1.6 million. Interest expense for the three and six months ended June 30, 2021 was insignificant.

During November 2019, the Company borrowed $2.6 million to fund general corporate capital expenditures. This note had an effective interest rate of 6% and is due in November 2024, with monthly payment requirements of $0.1 million. As of June 30, 2021, the outstanding balance on this note was $1.8 million. Interest expense was insignificant for the three months ended June 30, 2021 and $0.1 million for six months ended June 30, 2021.

On September 30, 2020, the Company borrowed $72.0 million from Purple Protected Asset S-81 ("PPA S-81"), a Luxembourg entity unrelated to Cowen. The Company repaid $60.0 million of the PPA S-81 loan in June 2021. The loan is payable on September 30, 2023, had an initial interest rate of 1.4 times the Secured Overnight Financing Rate ("SOFR") plus 6.07% until December 31, 2020 and 1.4 times the SOFR plus 5.8% until June 30, 2021 and 3.65 times the SOFR plus 4.0% thereafter with quarterly interest payments. The loan obligation, as well as a loan issued by The Military Mutual Ltd (a United Kingdom company unrelated to Cowen) with principal of $28.4 million that was sold by Hollenfels to PPA S-81 at fair value for no gain or loss on September 30, 2020, are fully cash collateralized through a reinsurance policy provided by Hollenfels which is reflected in cash collateral pledged in the condensed consolidated statements of financial condition as of December 31, 2020 (see Notes 4 and 14). The Company capitalized debt issuance costs of approximately $1.7 million which is a direct deduction from the carrying value of the loan and will be amortized over the life of the loan in interest and dividends expense shown in the accompanying condensed consolidated statements of operations. The Company recorded interest expense of $1.0 million for the three months ended June 30, 2021 and $2.1 million six months ended June 30, 2021, related to its loan payable to PPA S-81.

Spike Line

Pursuant to an amendment in May 2020, Cowen and Company replaced Cowen Execution Services LLC ("Cowen Execution") as the borrower and accepted, reaffirmed and assumed all of Cowen Execution’s rights, duties, obligations and liabilities under the spike line facility and the related loan documents. In August 2020, Cowen and Company renewed a one-year committed spike line facility to cover short term increases in National Securities Clearing Corporation margin deposit requirements. The spike line facility has a capacity of $70 million. This facility has (i) an effective interest rate equal to the Federal Funds rate plus 2.50% on any money drawn from the liquidity facility and (ii) a commitment or unused line fee that is 50 basis points on the undrawn amount. All amounts outstanding under this facility were fully repaid during the second quarter of 2020. Interest expense for the three and six months ended June 30, 2020 was $0.1 million and $0.2 million, respectively.

54

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

Revolving Credit Facility

In December 2019, the Company entered into a two-year committed corporate credit facility with a capacity of $25.0 million. This credit facility has (i) an effective interest rate equal to LIBOR plus 3.25% on any money drawn from the credit facility and (ii) a commitment or unused line fee that is 50 basis points on the undrawn amount. All amounts outstanding under this credit facility were fully repaid during the second quarter of 2020. Interest expense for the three and six months ended June 30, 2020 was $0.2 million and $0.3 million, respectively.

Finance Lease Obligations

The Company has entered into various finance leases for computer equipment. These finance lease obligations are included in notes payable and other debt in the accompanying condensed consolidated statements of financial condition.

For the three and six months ended June 30, 2021 and 2020, quantitative information regarding the Company's finance lease obligations reflected in the accompanying condensed consolidated statements of operations, the supplemental cash flow information and certain other information related to finance leases were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021			2020
	(dollars in thousands)
Lease cost
Finance lease cost:
Amortization of finance lease right-of-use assets	$	318	$	308	$	627		$	615
Interest on lease liabilities	$	31	$	43	$	65		$	92
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases					$	65		$	92
Financing cash flows from finance leases					$	856		$	604
Weighted average remaining lease term - operating leases (in years)					2.08			2.72
Weighted average discount rate - operating leases					4.73		%	4.88		%

Annual scheduled maturities of debt and minimum payments (of principal and interest) for all debt outstanding as of June 30, 2021, are as follows:

	Notes Payable		Term Loan		Other Notes Payable		Finance Lease Obligation
	(dollars in thousands)
2021	$	6,703	$	7,463	$	5,111	$	622
2022	13,405		14,835		593		1,238
2023	13,405		14,715		12,593		481
2024	88,578		14,595		543		82
2025	7,750		14,475		0		42
Thereafter	158,125		310,163		0		12
Subtotal	287,966		376,246		18,840		2,477
Less (a)	(114,194)		(85,607)		(4,705)		(124)
Total	$	173,772	$	290,639	$	14,135	$	2,353

(a)Amount necessary to reduce net minimum payments to present value calculated at the Company's implicit rate at inception. This amount also includes capitalized debt costs and the unamortized discount on the Company's convertible debt.

Letters of Credit

As of June 30, 2021, the Company has six irrevocable letters of credit, related to leased office space, for which there is cash collateral pledged, which the Company pays a fee on the stated amount of the letter of credit. The Company also has pledged cash collateral for reinsurance agreements (See Note 4).

To the extent any letter of credit is drawn upon, interest will be assessed at the prime commercial lending rate. As of June 30, 2021 and December 31, 2020, there were no amounts due related to these letters of credit.

55

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

19. Stockholder's Equity

The Company is authorized to issue 125,000,000 shares of common stock, which shall consist of 62,500,000 shares of Class A common stock, par value $0.01 per share, and 62,500,000 shares of Class B common stock, par value $0.01 per share. The Company is also authorized to issue 10,000,000 shares of preferred stock, par value $0.01 per share. Subject to the rights of holders of any outstanding preferred stock, the number of authorized shares of common stock or preferred stock may be increased or decreased by the affirmative vote of the holders of a majority of the shares entitled to vote on such matters, but in no instance can the number of authorized shares be reduced below the number of shares then outstanding.

Common stock

The certificate of incorporation of the Company provides for 2 classes of common stock, and for the conversion of each class into the other, to provide a mechanism by which holders of Class A common stock of the Company who may be limited in the amount of voting common stock of the Company they can hold pursuant to federal, state or foreign bank laws, to convert their shares into non-voting Class B common stock to prevent being in violation of such laws. Each holder of Class A common stock is entitled to one vote per share in connection with the election of directors and on all other matters submitted to a stockholder vote, provided, however, that, except as otherwise required by law, holders of Class A common stock are not entitled to vote on any amendment to the Company's amended and restated certificate of incorporation that relates solely to the terms of one or more outstanding series of the Company's preferred stock, if holders of the preferred stock series are entitled to vote on the amendment under the Company's certificate of incorporation or Delaware law. No holder of Class A common stock may accumulate votes in voting for directors of the Company.

No holder of Class B common stock is entitled to vote except as otherwise provided by law, provided however that the Company must obtain the consent of a majority of the holders of Class B common stock to effect any amendment, alteration or repeal of any provision of the Company's amended and restated certificate of incorporation or amended and restated by-laws that would adversely affect the voting powers, preferences or rights of holders of Class B common stock. Except as otherwise provided by law, Class B common stock shares will not be counted as shares held by stockholders for purposes of determining whether a vote or consent has been approved or given by the requisite percentage of shares.

Each share of Class A common stock is convertible at the option of the holder and at no cost into one share of Class B common stock, and each share of Class B common stock is convertible at the option of the holder and at no cost into one share of Class A common stock. The conversion ratios will be adjusted proportionally to reflect any stock split, stock dividend, merger, reorganization, recapitalization or other change in the Class A common stock and Class B common stock. Upon conversion, converted shares resume the status of authorized and unissued shares.

Subject to the preferences of the holders of any of the Company's preferred stock that may be outstanding from time to time, each share of Class A common stock and Class B common stock will have an equal and ratable right to receive dividends and other distributions in cash, property or shares of stock as may be declared by the Company's board of directors out of assets or funds legally available for the payment of dividends and other distributions.

In the event of the liquidation, dissolution or winding up of the Company, subject to the preferences of the holders of any preferred stock of the Company that may be outstanding from time to time, holders of Class A common stock and Class B common stock will be entitled to share equally and ratably in the assets available for distribution to the Company's stockholders. There are no redemption or sinking fund provisions applicable to the Class A or the Class B common stock.

Preferred Stock

The Company's amended and restated certificate of incorporation permits the Company to issue up to 10,000,000 shares of preferred stock in one or more series with such designations, titles, voting powers, preferences and rights and such qualifications, limitations and restrictions as may be fixed by the board of directors of the Company without any further action by the Company's stockholders. The Company's board of directors may increase or decrease the number of shares of any series of preferred stock following the issuance of that series of preferred stock, but in no instance can the number of shares of a series of preferred stock be reduced below the number of shares of the series then outstanding.

Preferred Stock and Purchase of Capped Call Option

On May 19, 2015, the Company completed its offering of 120,750 shares of the Company's 5.625% Series A cumulative perpetual convertible preferred stock ("Series A Convertible Preferred Stock") that provided $117.2 million of proceeds, net of underwriting fees and issuance costs of $3.6 million. Each share of the Series A Convertible Preferred Stock is entitled to dividends at a rate of 5.625% per annum, which will be payable, when and if declared by the board of directors of the Company, quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Company may, at its option, pay

56

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

dividends in cash, common stock or a combination thereof. The Company declared and accrued a cash dividend in respect of the Series A Convertible Preferred Stock of $1.7 million for the three months ended June 30, 2021 and 2020, respectively and $3.4 million for the six months ended June 30, 2021 and 2020, respectively.

Each share of Series A Convertible Preferred Stock is non-voting and has a liquidity preference over the Company's Class A common stock and ranks senior to all classes or series of the Company's Class A common stock, but junior to all of the Company's existing and future indebtedness with respect to dividend rights and rights upon the Company's involuntary liquidation, dissolution or winding down.

Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, into a number of shares of the Company's Class A common stock equal to the liquidation preference of $1,000 divided by the conversion rate. The initial conversion rate (subsequent to the December 5, 2016 reverse stock split) is 38.0619 shares (which equates to $26.27 per share) of the Company's Class A common stock for each share of the Series A Convertible Preferred Stock. At any time on or after May 20, 2020, when the Company's capped call option expired, the Company may elect to convert all outstanding shares of the Series A Convertible Preferred Stock into shares of the Company's Class A common stock, cash or a combination thereof, at the Company's election, in each case, based on the then-applicable conversion rate (which at December 31, 2020 was 38.488), if the last reported sale price of the Company's Class A common stock equals or exceeds 150% of the then-current conversion price on at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days (including on the last trading day of such period) immediately prior to such election. At the time of conversion, the conversion rate may be adjusted based on certain events, including but not limited to the issuance of cash dividends or Class A common stock as dividends to the Company's Class A common shareholders or a share split or combination. The Company has the intent and ability to settle the preferred shares in cash and, as a result, the preferred shares do not have an impact on the Company's diluted earnings per share calculation (See Note 21).

Embedded Cash Conversion Option on the December 2022 Convertible Notes

Upon issuance of the December 2022 Convertible Notes (see Note 18), the Company recognized the embedded cash conversion option at fair value of $23.4 million which was valued as of June 26, 2018 at $29.0 million. On June 26, 2018, the Company received shareholder approval for the Company to settle the December 2022 Convertible Notes entirely in Class A common stock. Upon receiving shareholder approval, the Company reclassified the separately recognized conversion option from a derivative liability to equity. The Company allocated $29.6 million of the cash consideration paid on the December 2020 partial extinguishment of the Convertible Notes (see Note 18) to this equity component. The Company redeemed all of the remaining convertible notes on June 24th, 2021.

Cash Dividends to Common Stockholders

During the first quarter of 2020, the Company began the declaration of a quarterly cash dividend payable on its common stock. During March 2021, the Company's Board of Directors declared a cash dividend of $0.08 per share of Class A common stock. Dividends are payable on all outstanding shares of Class A common stock and on granted but unvested shares of Class A common stock under the Equity Plans on the date of record (See Note 15). During the three and six months ended June 30, 2021, the Company paid $2.9 million and $5.2 million of cash dividends to its holders of Class A common stock, respectively.

Treasury Stock

Treasury stock of $438.7 million as of June 30, 2021, compared to $346.9 million as of December 31, 2020, resulted from $21.2 million acquired through repurchases of shares to cover employee minimum tax withholding obligations related to stock compensation vesting events under the Equity Plans or other similar transactions, $0.03 million received from an escrow account established to satisfy the Company's indemnification claims arising under the terms of the purchase agreement entered into in connection with the Company's acquisition of Convergex Group, LLC and $70.5 million purchased in connection with a share repurchase program.

The following represents the activity relating to the treasury stock held by the Company during the six months ended June 30, 2021:

	Treasury Stock Shares	Cost (dollars in thousands)		Average Cost per Share
Balance outstanding at December 31, 2020	22,619,863	$	346,870	$	15.33
Shares purchased for minimum tax withholding under the 2010 and 2020 Equity Plans or other similar transactions	515,062	21,232		41.22
Shares of stock received in respect of indemnification claims	1,155	29		25.33
Purchase of treasury stock	1,880,952	70,540		37.50
Balance outstanding at June 30, 2021	25,017,032	$	438,671	$	17.53

57

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

20. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income includes the after tax change in Other revenues in the accompanying condensed consolidated statement of operations. During the periods presented, the Company did not have material reclassifications out of other comprehensive income.

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Beginning balance	$	(3)	$	(5)	$	(7)	$	(5)
Foreign currency translation	1		0		5		0
Ending balance	$	(2)	$	(5)	$	(2)	$	(5)

21. Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to the Company's common stockholders by the weighted average number of shares of Class A common stock outstanding for the period. As of June 30, 2021, there were 28,995,801 shares of Class A common stock outstanding. As of June 30, 2021, the Company has included 244,916 fully vested, unissued restricted stock units and restricted shares in its calculation of basic earnings per share. As of December 31, 2020, there were 26,845,628 shares of Class A common stock outstanding. As of December 31, 2020, the Company has included 334,230 fully vested, unissued restricted stock units in its calculation of basic earnings per share.

Diluted earnings per common share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive items. The Company uses the treasury stock method to reflect the potential dilutive effect of the unvested restricted shares, and restricted stock units. In calculating the number of dilutive shares outstanding, the shares of common stock underlying unvested restricted shares and restricted stock units are assumed to have been delivered, for the entire period being presented. The number of performance-linked unvested restricted stock units that are included in the calculation are at the amount that could be earned using current payout rates. The assumed proceeds from the assumed vesting, delivery and exercising were calculated as the amount of compensation cost attributed to future services and not yet recognized.

The Company previously concluded that it had the intent and ability to settle the December 2022 Convertible Notes in cash and, as a result, the convertible notes did not have an impact on the Company's diluted earnings per share calculation. On March 24, 2021, the Company issued a redemption notice announcing that the Company would redeem all of the December 2022 Convertible Notes (See Note 18). On June 24, 2021, the Company cash settled the December 2022 Convertible Notes up to the principal amount of the December 2022 Convertible Notes and share settled through the delivery of shares of the Company’s Class A common stock for the remainder of the conversion obligation in excess of the principal amount. The shares issued are within basic earnings per share subsequent to June 24, 2021. Prior to that date, the Company has applied the if-converted method to the portion of the December 2022 notes above the principal amount that settled in shares upon a conversion in dilutive earnings per share.

The Company can elect to settle the Series A Convertible Preferred Stock in shares, cash, or a combination of both. The Company's intent is to settle in cash and, based on current and projected liquidity needs, the Company has the ability to do so.

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

The computation of earnings per share is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars and share data in thousands, except per share data)
Net income (loss)	$	59,078	$	146,948	$	211,144	74,837
Net income (loss) attributable to non-controlling interests in consolidated subsidiaries and investment funds	13,755		33,113		18,317		(29,075)
Net income (loss) attributable to Cowen Inc.	45,323		113,835		192,827		103,912
Preferred stock dividends	1,698		1,698		3,396		3,396
Net income (loss) attributable to Cowen Inc. common stockholders	$	43,625	$	112,137	$	189,431	$	100,516
Shares for basic and diluted calculations:
Weighted average shares used in basic computation	26,903		27,983		27,130		28,289
Performance based restricted stock	771		0		608		0
Contingently issuable common stock in connection with an acquisition	18		0		9		0
December 2022 Convertible Notes	2,743		0		2,840		0
Restricted stock	3,423		1,333		3,116		1,355
Weighted average shares used in diluted computation	33,858		29,316		33,703		29,644
Earnings (loss) per share:
Basic	$	1.62	$	4.01	$	6.98	$	3.55
Diluted	$	1.29	$	3.83	$	5.62	$	3.39

22. Segment Reporting

The Company has 2 reportable business segments: Op Co and Asset Co. The Op Co segment consists of Cowen Investment Management ("CIM"), Investment Banking, Markets and Research. The Asset Co segment consists of the Company's private investments, private real estate investments and other legacy investment strategies.

Segment Measures

The measure of profit or loss for these segments is Economic Income (Loss), which management uses to evaluate the financial performance of and make operating decisions for the segments including determining appropriate compensation levels. Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors.

In general, Economic Income (Loss) is an after tax measure, which excludes the impact of deferred taxes and (i) includes management reclassifications which the Company believes provides additional insight into the performance of the Company’s core businesses and divisions (ii) eliminates the impact of consolidation for Consolidated Funds and (iii) excludes (1) goodwill and certain other impairments (2) certain other transaction-related adjustments and/or reorganization expenses and (3) certain costs associated with debt.

The Company does not disclose total asset information for its business segments as the information is not reviewed by the Chief Operating Decision Maker ("CODM"). The Op Co and Asset Co segments do not conduct inter-segment transactions.

The following table sets forth operating results for the Company's consolidated US GAAP net income (loss) and related reclassifications and adjustments necessary to reconcile to the Company's Economic Income (Loss) measure which represents the Company's Op Co and Asset Co segments' results:

59

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Economic Income
Op Co	$	51,149	$	164,338	$	195,006	$	167,988
Asset Co	(3,655)		(3,073)		(5,128)		(19,301)
Adjustments made to arrive at Income (loss) before income taxes
Non-controlling Interest	13,755		33,113		18,317		(29,075)
Preferred stock dividends	1,698		1,698		3,396		3,396
Amortization of (discount)/premium on convertible debt	(772)		(1,131)		(1,544)		(2,242)
Acquisition related amounts	(76)		76		(317)		133
Contingent liability adjustments	(5,230)		(2,596)		1,566		(1,758)
Debt extinguishment gain (loss) and accelerated debt costs	(5,557)		0		(10,095)		0
Bargain purchase gain	0		0		3,855		0
Goodwill and other impairment	0		(545)		0		(545)
Net Income tax effect	7,766		(44,932)		6,088		(43,759)
Net income (loss)	$	59,078	$	146,948	$	211,144	$	74,837

Economic Income (Loss) information provided and reviewed by the CODM includes (i) non-interest revenue, (ii) interest revenue, (iii) interest expense, (iv) depreciation and amortization expense and (v) income taxes (subsequent to 2020 after all available net operating losses were utilized) presented on an Economic Income (Loss) basis by Segment. The following table sets forth the included segment information on a US GAAP basis with reconciliations to consolidated amounts.

60

Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Op Co
Non-Interest Revenue	$	397,454	$	593,367	$	1,095,340	$	766,490
Interest Revenue	57,904		45,637		109,007		79,303
Interest Revenue, Consolidated funds	0		(155)		0		422
Total Revenues	455,358		638,849		1,204,347		846,215
Interest Expense	60,147		45,974		113,950		79,613
Interest Expense, Consolidated funds	0		611		0		1,672
Depreciation and Amortization	4,561		6,194		8,910		11,630
Income Taxes	11,765		44,932		66,850		43,759
Asset Co
Non-Interest Revenue	3,188		7,137		1,520		(3,558)
Interest Revenue	209		196		411		246
Interest Revenue, Consolidated funds	2		2		4		4
Total Revenues	3,399		7,335		1,935		(3,308)
Interest Expense	1,930		1,726		3,204		3,415
Interest Expense, Consolidated funds	0		0		0		0
Depreciation and Amortization	4		6		9		12
Income Taxes	(1,521)		0		(2,178)		0
Total Segment
Non-Interest Revenue *	400,642		600,504		1,096,860		762,932
Interest Revenue	58,113		45,833		109,418		79,549
Interest Revenue, Consolidated funds	2		(153)		4		426
Total Revenues	$	458,757	$	646,184	$	1,206,282	$	842,907
Interest and Dividend Expense (includes dividend expense of $1.0 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively and $3.6 million, and $5.1 million for the six months ended June 30, 2021 and 2020, respectively)	63,073		49,304		120,714		88,096
Interest and Dividend Expense, Consolidated funds (includes dividend expense of $0.2 million and $0.4 million for the three and six months ended June 30, 2020, respectively)	0		812		0		2,064
Depreciation and Amortization	4,565		6,200		8,919		11,642
Income Taxes	10,244		44,932		64,672		43,759

* Includes dividend revenue of $4.0 million and $2.1 million for the three months ended June 30, 2021 and 2020, respectively and $12.1 million and $10.4 million for the six months ended June 30, 2021 and 2020, respectively. In addition, includes dividend revenue, consolidated funds, of $0.5 million and $2.4 million for the three and six months ended June 30 2020, respectively.

23. Regulatory Requirements

As registered broker-dealers, Cowen and Company, ATM Execution, Cowen Prime and Westminster are subject to the SEC's Uniform Net Capital Rule 15c3-1 ("SEC Rule 15c3-1"), which requires the maintenance of minimum net capital. Each registered broker-dealer has elected to compute net capital under the alternative method permitted by that rule. Under the alternative method, Cowen and Company's minimum net capital requirement, as defined in (a)(4) of SEC Rule 15c3-1, is equal to the greater of $1.0 million or 2% of aggregate debits arising from customer transactions. ATM Execution, Cowen Prime and Westminster are required to maintain minimum net capital, as defined in (a)(1)(ii) of SEC Rule 15c3-1, equal to the greater of $250,000 or 2% of aggregate debits arising from customer transactions. Advances to affiliates, repayment of borrowings, distributions, dividend payments, and other equity withdrawals are subject to certain notification and other provisions of SEC Rule 15c3-1 and other regulatory bodies.

Cowen Prime is also subject to Commodity Futures Trading Commission ("CFTC") Regulation 1.17 ("Regulation 1.17"). Regulation 1.17 requires net capital equal to or in excess of $45,000 or the amount of net capital required by SEC Rule 15c3-1, whichever is greater. Cowen and Company is also subject to Options Clearing Corporation ("OCC") Rule 302. OCC Rule 302

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Cowen Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

requires maintenance of net capital equal to the greater of $2.0 million or 2% of aggregate debit items. At June 30, 2021, Cowen and Company had $361.7 million of net capital in excess of this minimum requirement.

Effective June 1, 2021, Cowen Prime transferred all of the net assets of its investment advisory business to a newly formed investment advisor, Cowen Prime Advisors LLC. Cowen Prime Advisors LLC succeeded to Cowen Prime’s SEC investment advisor registration on that date pursuant to statutory guidance. As a result of implementing that guidance and the succession process, Cowen Prime is no longer registered as an investment advisor with the SEC but does remain registered as a broker-dealer.

As of June 30, 2021, Cowen Prime and Cowen and Company were granted regulatory approval to merge from the Financial Industry Regulatory Authority Inc. The companies anticipate completing the merger during the third quarter of 2021 with Cowen and Company being the surviving entity.

Cowen International Ltd and Cowen Execution Ltd are subject to the capital requirements of the U.K. Financial Conduct Authority ("FCA"), as defined, and must exceed the minimum capital requirement set forth by the FCA.

Cowen Asia, a previously established entity, was re-registered with regulatory approval on May 17, 2019. Cowen Asia is subject to the financial resources requirements of the Securities and Futures Commission ("SFC") of Hong Kong. Financial Resources must exceed the Total Financial Resources requirement of the SFC.

As of June 30, 2021, these regulated broker-dealers had regulatory net capital or financial resources, regulatory net capital requirements or minimum FCA or SFC requirement and excess as follows: