United States securities and exchange commission logo
September 23, 2020
Stephen Lasota
Chief Financial Officer
COWEN INC.
599 Lexington Avenue
New York, New York 10022
Re: COWEN INC.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed March 4, 2020
Form 10-Q for the
Quarter Ended June 30, 2020
Filed July 30, 2020
Form 8-K Filed July
28, 2020
File No. 001-34516
Dear Mr. Lasota:
We have reviewed your August 10, 2020 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 13, 2020 letter.
Form 8-K Filed July 28, 2020
Exhibit 99.1
Non-GAAP Financial Measures, page 8
1. We note your response
to prior comment 2. We continue to evaluate your response and
may have further
comments.
2. We note your response
to prior comment 3. In future period filings where you provide the
reconciliation from Net
income attributable to Cowen Inc. Common Stockholders to
Economic Income (Loss),
please remove the adjustments pertaining to prior periods to
Stephen Lasota
COWEN INC.
September 23, 2020
Page 2
conform to your current presentation. Refer to Question 100.02 of the
Division s Non-
GAAP Financial Measures Compliance & Disclosure Interpretations.
Form 10-Q for the Quarter Ended June 30, 2020
Notes to Unaudited Condensed Consolidated Financial Statements
Note 22 - Segment Reporting, page 59
3. We note you reclassify certain amounts to and make certain adjustments
to the amounts
you disclose as revenue for each of your reportable segments. Please
tell us how the
amounts you disclosed as revenue for each reportable segment complies
with ASC 280-
10-50-22(a). Please also explain to us your basis for disclosing other
amounts for each of
your reportable segments that reflect adjustments and
reclassifications, such as various
expense amounts disclosed on page 60, citing the applicable
authoritative guidance. Refer
to ASC 280-10-50.
4. You disclose on page 59 that the performance measure for your segments
is Economic
Income (Loss). You appear to disclose measures of profit or loss
for each reportable
segment in addition to Economic Income (Loss), including amounts
in the Income
(loss) attributable to Cowen Inc., line item, as well as
Economic Operating Income
(Loss). If your chief operating decision maker uses more than one
measure in assessing
segment performance and deciding how to allocate resources, the
reported measure shall
be the measure that management believes is determined in accordance
with the
measurement principles most consistent with those used in measuring
the corresponding
amounts in your consolidated financial statements. Please tell us how
your disclosure
complies with ASC 280-10-50-22 and 28.
5. Please tell us how your disclosure complies with the requirement to
reconcile from the
total of your reportable segments measures of profit or loss to
consolidated income before
income taxes and discontinued operations. Refer to ASC
280-10-50-30(b).
You may contact Dave Irving at 202-551-3321 or Sharon Blume at
202-551-3474 if you
have questions.
FirstName LastNameStephen Lasota Sincerely,
Comapany NameCOWEN INC.
Division of
Corporation Finance
September 23, 2020 Page 2 Office of Finance
FirstName LastName