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Convertible Debt and Notes Payable
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Convertible Debt and Notes Payable Convertible Debt and Notes Payable
As of March 31, 2020 and December 31, 2019, the Company's outstanding debt was as follows:
 As of March 31, 2020As of December 31, 2019
 (dollars in thousands)
Convertible debt$119,929  $118,688  
Notes payable307,019  306,818  
Spike line35,000  —  
Revolving credit facility
25,000  —  
Term loan32,180  32,180  
Other notes payable4,719  2,516  
Finance lease obligations3,613  3,937  
$527,460  $464,139  
Convertible Debt
December 2022 Convertible Notes
The Company, on December 14, 2017, issued $135.0 million aggregate principal amount of 3.0% convertible senior notes due December 2022 (the “December 2022 Convertible Notes”). The December 2022 Convertible Notes are due on 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 may be converted into cash or shares of Class A common stock at the Company's election based on the current conversion price. The December 2022 Convertible Notes were issued with an initial conversion price of $17.375 per share of Cowen's Class A common stock.
The Company used the net proceeds, together with cash on hand, from the offering for general corporate purposes, including the repurchase or repayment of $115.1 million of the Company's outstanding 3.0% cash convertible senior notes due March 2019 (the "March 2019 Convertible Notes") and the repurchase of approximately $19.5 million of the Company's shares of its Class A common stock, which were consummated substantially concurrently with the closing of the offering. As of March 31, 2020, the outstanding principal amount of the December 2022 Convertible Notes was $135.0 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 recorded interest expense of $1.0 million and $1.0 million for the three months ended March 31, 2020 and 2019, respectively. 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. Amortization on the discount, included within interest and dividends expense in the accompanying condensed consolidated statements of operations is $1.1 million and $1.1 million for the three months ended March 31, 2020 and 2019, 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 the debt and will be amortized over the life of the December 2022 Convertible Notes in interest and dividends expense in the accompanying condensed consolidated statements of operations.
March 2019 Convertible Notes
On March 10, 2014, the Company issued $149.5 million of 3.0% cash convertible senior notes (the "March 2019 Convertible Notes"). The March 2019 Convertible Notes matured on March 15, 2019 and were fully repaid by the Company. The Company recorded interest expense of $0.1 million for the three months ended March 31, 2019. Amortization on the discount, included within interest and dividends expense in the accompanying condensed consolidated statements of operations was $0.3 million for the three months ended March 31, 2019, based on an effective interest rate of 8.89%.
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 for the three months ended March 31, 2020. The Company capitalized debt issuance costs of approximately $1.5 million in May 2019 and $0.6 million in December 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 March 31, 2020 and 2019, 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 and $2.5 million for the three months ended March 31, 2020 and 2019, 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.
Term Loan
On June 30, 2017, a subsidiary of the Company borrowed $28.2 million to fund general corporate purposes. This term loan has an effective interest rate of LIBOR plus 3.75% with a lump sum payment of the entire principal amount due (as amended) on June 26, 2020. In July 2019, the subsidiary of the Company borrowed an additional $4.0 million to fund general corporate purposes. The loan is secured by the value of the Company's limited partnership interests in two affiliated investment funds. The Company has provided a guarantee for this loan. The Company recorded interest expense of $0.4 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively.
Other Notes Payable
During January 2020, the Company borrowed $2.9 million to fund insurance premium payments. This note had an effective interest rate of 2.01% and was due in December 2020, with monthly payment requirements of $0.3 million. As of March 31, 2020, the outstanding balance on this note was $2.3 million. Interest expense for the three months ended March 31, 2020 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 March 31, 2020, the outstanding balance on this note was $2.4 million. Interest expense for the three months ended March 31, 2020 was insignificant.
Spike Line
In August 2019, Cowen Execution 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. Outstanding borrowings on this liquidity facility at March 31, 2020 were $35 million. Interest expense for the three months ended March 31, 2020 was $0.1 million.
Revolving Credit Facility
In December 2019, the Company entered into a two-year committed corporate credit facility with a capacity of $25 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. Outstanding borrowings on this corporate credit facility at March 31, 2020 were $25 million. Interest expense for the three months ended March 31, 2020 was $0.2 million.
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 months ended March 31, 2020 and 2019, 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 March 31,
20202019
(dollars in thousands)
Lease cost
Finance lease cost:
    Amortization of finance lease right-of-use assets$308  $368  
    Interest on lease liabilities49  63  
Other information
Cash paid for amounts included in the measurement of lease liabilities:
    Operating cash flows from finance leases49  63  
    Financing cash flows from finance leases$314  $394  
Weighted average remaining lease term - operating leases (in years)2.973.90
Weighted average discount rate - operating leases4.88 %4.93 %
Annual scheduled maturities of debt and minimum payments (of principal and interest) for all debt outstanding as of March 31, 2020, are as follows:
Convertible DebtNotes PayableSpike Line
Revolving Credit Facility
Term LoanOther Notes PayableFinance Lease
Obligation
 (dollars in thousands)
2020$4,050  $19,075  $35,000  $25,101  $32,596  $2,799  $922  
20214,050  23,548  —  —  —  593  1,394  
2022139,050  23,548  —  —  —  593  1,163  
2023—  23,548  —  —  —  593  411  
2024—  98,721  —  —  —  543  11  
Thereafter—  334,304  —  —  —  —  —  
Subtotal147,150  522,744  35,000  25,101  32,596  5,121  3,901  
Less (a)(27,221) (215,725) —  (101) (416) (402) (288) 
Total$119,929  $307,019  $35,000  $25,000  $32,180  $4,719  $3,613  
(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 March 31, 2020, the Company has the following 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 collateral for reinsurance agreements which amounted to $2.9 million as of March 31, 2020, and $2.0 million as of December 31, 2019, which are released annually between March 2020 and March 2023 based on the policy periods covered by the reinsurance agreements.
LocationAmountMaturity
 (dollars in thousands)
New York$360  April 2021
New York$398  October 2020
New York$1,125  October 2020
New York$1,635  November 2020
Boston$379  March 2021
San Francisco$711  October 2025
To the extent any letter of credit is drawn upon, interest will be assessed at the prime commercial lending rate. As of March 31, 2020 and December 31, 2019 there were no amounts due related to these letters of credit.