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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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Delaware
|
98-0080034
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
|
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85 Broad Street, New York, NY
|
10004
|
(Address of principal executive offices)
|
(Zip Code)
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Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
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Class A non-voting common stock
|
OPY
|
The New York Stock Exchange
|
Large accelerated filer
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o
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|
Accelerated filer
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x
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Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
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|
|
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Emerging growth company
|
o
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Item
Number
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Page
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1
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||
1A.
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||
1B.
|
||
2
|
||
3
|
||
4
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||
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|
|
|
|
|
5
|
||
6
|
||
7
|
||
7A.
|
||
8
|
||
9
|
||
9A.
|
||
9B.
|
||
|
|
|
|
|
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10
|
||
11
|
||
12
|
||
13
|
||
14
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||
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15
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||
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|
•
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sales methods and supervision;
|
•
|
trading practices among broker-dealers;
|
•
|
emerging standards concerning fees and charges imposed on clients for fee-based programs;
|
•
|
use and safekeeping of customers' funds and securities;
|
•
|
anti-money laundering and the USA Patriot Act (the "Patriot Act") compliance;
|
•
|
capital structure of securities firms;
|
•
|
trade and regulatory reporting;
|
•
|
cybersecurity;
|
•
|
pricing of services;
|
•
|
compliance with DOL rules and regulations for retirement accounts;
|
•
|
compliance with lending practices (Regulation T);
|
•
|
record keeping; and
|
•
|
the conduct of directors, officers and employees.
|
•
|
censure;
|
•
|
fine;
|
•
|
civil penalties, including treble damages in the case of insider trading violations;
|
•
|
the issuance of cease-and-desist orders;
|
•
|
the deregistration or suspension of our broker-dealer activities;
|
•
|
the suspension or disqualification of our officers or employees; or
|
•
|
other adverse consequences.
|
•
|
The Company's investment banking revenue, in the form of underwriting, placement and financial advisory fees, is directly related to the volume and value of transactions as well as the Company's role in these transactions. In an environment of uncertain or unfavorable market or economic conditions such as we have observed in recent years, the volume and size of capital-raising transactions and acquisitions and dispositions typically decreases, thereby reducing the demand for the Company's investment banking services and increasing price competition among financial services companies seeking such engagements. The completion of anticipated investment banking transactions in the Company's pipeline is uncertain and beyond its control, and its investment banking revenue is typically earned upon the successful completion of a transaction. In most cases, the Company receives little or no payment for investment banking engagements that do not result in the successful completion of a transaction. For example, a client's acquisition transaction may be delayed or terminated because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or stockholder approvals, failure to secure necessary financing, adverse market conditions or unexpected financial or other problems in the client's or counterparty's business. If the parties fail to complete a transaction on which the Company is advising or an offering in which it is participating, the Company will earn little or no revenue from the transaction but may incur expenses including, but not limited, to legal fees. The Company may perform services subject to an engagement agreement and the client may refuse to pay fees due under such agreement, requiring the Company to re-negotiate fees or commence legal action for collection of such earned fees. Accordingly, the Company's business is highly dependent on market conditions, the decisions and actions of its clients and interested third parties. The number of engagements the Company has at any given time is subject to change and may not necessarily result in future revenues.
|
•
|
A portion of the Company's revenues are derived from fees generated from its asset management business segment. Asset management fees often are primarily comprised of base management and performance (or incentive) fees. Management fees are primarily based on assets under management. Assets under management balances are impacted by net inflow/outflow of client assets and changes in market values. Poor investment performance by the Company's funds and portfolio managers could result in a loss of managed accounts and could result in reputational damage that might make it more difficult to attract new investors and thus further impact the Company's business and financial condition. If the Company experiences losses of managed accounts, fee revenue will decline. In addition, in periods of declining market values, the values of assets under management may ultimately decline, which would negatively impact fee revenues.
|
•
|
In the past decade, passively managed index funds have seen greater investor interest, and this trend has become more prevalent in recent years. This has led to a decline in the revenue the Company generates from commissions on the execution of trading transactions as turnover in client accounts diminishes. A continued lessening of investor interest in active investing and continued increase in passive investing may lead to a continued decline in the revenue the Company generates from commissions on the execution of trading transactions and, in respect of its market-making activities, a reduction in the value of its trading positions and commissions and spreads.
|
•
|
Financial markets are susceptible to severe events such as dislocations which may lead to reduced liquidity. Under these extreme conditions, the Company's risk management strategies may not be as effective as they might otherwise be under normal market conditions.
|
•
|
Liquidity is essential to the Company's businesses. The Company's liquidity could be negatively affected by an inability to obtain funding on a regular basis either in the short term market through bank borrowings or in the long term market through senior and subordinated borrowings. Such illiquidity could arise through a lowering of the Company's credit rating or through market disruptions unrelated to the Company. The availability of unsecured financing is largely dependent on our credit rating which is largely determined by factors such as the level and quality of our earnings, capital adequacy, risk management, asset quality and business mix. The Company has purchased, and will continue to purchase, auction rate securities from its clients which will reduce liquidity available to the Company for other purposes. The failure to secure the liquidity necessary for the Company to operate and grow could have a material adverse effect on the Company's financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" in Item 7.
|
•
|
Changes in interest rates (especially if such changes are rapid), sustained low or high interest rates or uncertainty regarding the future direction of interest rates, may create a less favorable environment for certain of the Company's businesses, particularly its fixed income business, resulting in reduced business volume and reduced revenue.
|
•
|
The reduction of interest rates substantially reduced the interest profits available to the Company through its margin lending and also reduced profit contributions from cash sweep products such as the FDIC-insured Bank Deposit program. If interest rates remain at low levels, the Company's profitability will be negatively impacted.
|
•
|
The Company expects to continue to commit its own capital to engage in proprietary trading, investing and similar activities, and uncertain or unfavorable market or economic conditions may reduce the value of its positions, resulting in reduced revenue.
|
•
|
trading counterparties;
|
•
|
customers;
|
•
|
clearing agents;
|
•
|
exchanges;
|
•
|
clearing houses; and
|
•
|
other financial intermediaries as well as issuers whose securities we hold.
|
•
|
holding securities of third parties;
|
•
|
executing securities trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries; and
|
•
|
extending credit to clients through bridge or margin loans or other arrangements.
|
•
|
employees binding the Company to transactions that exceed authorized limits or present unacceptable risks to the Company (rogue trading);
|
•
|
employee theft and improper use of Company or client property;
|
•
|
employees conspiring with other employees or third parties to defraud the Company;
|
•
|
employees hiding unauthorized or unsuccessful activities from the Company, including outside business activities that are undisclosed and may result in liability to the Company;
|
•
|
employees steering or soliciting their clients into investments which have not been sponsored by the Company and without the proper diligence;
|
•
|
the improper use of confidential information; or
|
•
|
employee conduct outside of acceptable norms including harassment.
|
•
|
actual or anticipated variations in quarterly results of operations;
|
•
|
operating and stock price performance of other companies that investors deem comparable to the Company;
|
•
|
news reports relating to trends, concerns and other issues in the financial services industry;
|
•
|
perceptions in the marketplace regarding the Company and/or its competitors;
|
•
|
new technology used, or services offered, by competitors;
|
•
|
regulatory issues involving the Company or its competitors;
|
•
|
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors;
|
•
|
a downturn in the overall economy or the equity markets in particular;
|
•
|
failure to effectively integrate acquisitions or realize anticipated benefits from acquisitions; and
|
•
|
the occurrence of any of the other events described in these Risk Factors.
|
|
Number of Shares
|
|
Number of Stockholders of Record
|
||
Class A Stock
|
12,986,606
|
|
|
76
|
|
Class B Stock
|
99,665
|
|
|
35
|
|
As of December 31,
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||
Oppenheimer Class A Stock
|
100
|
|
|
77
|
|
|
82
|
|
|
117
|
|
|
112
|
|
|
120
|
|
S&P 500
|
100
|
|
|
99
|
|
|
109
|
|
|
130
|
|
|
122
|
|
|
157
|
|
S&P 500 / Diversified Financials
|
100
|
|
|
90
|
|
|
107
|
|
|
132
|
|
|
117
|
|
|
144
|
|
(Expressed in thousands)
|
|
|
|
|
|
|||||
|
For the Years Ended December 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
Revenue
|
|
|
|
|
|
|||||
Private Client
|
$
|
653,409
|
|
|
$
|
617,871
|
|
|
5.8
|
|
Asset Management
|
88,755
|
|
|
71,696
|
|
|
23.8
|
|
||
Capital Markets
|
290,830
|
|
|
272,719
|
|
|
6.6
|
|
||
Corporate/Other
|
385
|
|
|
(4,132
|
)
|
|
*
|
|
||
Total
|
1,033,379
|
|
|
958,154
|
|
|
7.9
|
|
||
Income (loss) before income taxes
|
|
|
|
|
|
|||||
Private Client
|
163,917
|
|
|
149,097
|
|
|
9.9
|
|
||
Asset Management
|
31,606
|
|
|
18,590
|
|
|
70.0
|
|
||
Capital Markets
|
(13,724
|
)
|
|
(13,416
|
)
|
|
(2.3
|
)
|
||
Corporate/Other
|
(106,887
|
)
|
|
(109,402
|
)
|
|
2.3
|
|
||
Total
|
$
|
74,912
|
|
|
$
|
44,869
|
|
|
67.0
|
|
* Percentage not meaningful
|
|
|
|
|
|
•
|
Retail commissions were $188.7 million for the year ended December 31, 2019, a decrease of 4.1% from the year ended December 31, 2018.
|
•
|
Advisory fee revenue on traditional and alternative managed products was $264.8 million for the year ended December 31, 2019, an increase of 8.7% compared with the year ended December 31, 2018. The increase in advisory fees was due to the increase in incentive fees earned from alternative investments during the year ended December 31, 2019.
|
◦
|
Incentive fees earned from alternative investments were $20.8 million for the year ended December 31, 2019 compared with $0.6 million for the year ended December 31, 2018.
|
•
|
Bank deposit sweep income was $117.4 million for the year ended December 31, 2019, an increase of 1.2% compared with $116.1 million for the year ended December 31, 2018.
|
•
|
Advisory fee revenue on traditional and alternative managed products was $88.7 million for the year ended December 31, 2019, an increase of 25.3% compared with the year ended December 31, 2018 due to higher incentive fees earned from alternative investments.
|
•
|
Incentive fees earned from alternative investments were $16.7 million for the year ended December 31, 2019 compared with $0.3 million for the year ended December 31, 2018.
|
(1)
|
Traditional investments include third party advisory programs, Oppenheimer financial adviser
|
(2)
|
Institutional fixed income provides solutions to institutional investors including: Taft-Hartley Funds,
|
(3)
|
Hedge funds represent single manager hedge fund strategies in areas including hedged equity,
|
(4)
|
Private equity funds represent private equity fund of funds including portfolios focused on natural
|
(5)
|
The portfolio enhancement program sells uncovered, far out-of-money puts and calls on the S&P
|
•
|
Institutional equities commissions decreased 2.3% to $94.0 million for the year ended December 31, 2019 compared with the year ended December 31, 2018 due to lower client participation in the equities markets during the year ended December 31, 2019.
|
•
|
Advisory fees earned from investment banking activities increased 15.7% to $49.5 million for the year ended December 31, 2019 compared with the year ended December 31, 2018 due to an increase in mergers and acquisitions activity during the year ended December 31, 2019.
|
•
|
Equities underwriting fees decreased 19.0% to $40.8 million for the year ended December 31, 2019 compared with the year ended December 31, 2018 due to decreased capital raising activity during the year ended December 31, 2019.
|
•
|
Debt underwriting fees more than tripled to $18.2 million for the year ended December 31, 2019 compared with the year ended December 31, 2018 due to an increase in underwriting fee income in emerging markets.
|
•
|
Revenue from taxable fixed income increased 15.5% to $65.7 million for the year ended December 31, 2019 compared with the year ended December 31, 2018 due to higher commissions and trading profits in corporate, government, and agencies during the year ended December 31, 2019.
|
•
|
Revenue from public finance and municipal trading increased 14.2% to $20.1 million the for the year ended December 31, 2019 compared with the year ended December 31, 2018 due to higher trading and syndicate income as well as higher advisory fees during the year ended December 31, 2019.
|
Level 1:
|
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;
|
Level 2:
|
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and
|
Level 3:
|
Unobservable inputs that are significant to the overall fair value measurement.
|
(Expressed in thousands)
|
|
|
|
||||
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash provided by operating activities
|
$
|
79,142
|
|
|
$
|
168,570
|
|
Cash used in investing activities
|
(8,304
|
)
|
|
(8,191
|
)
|
||
Cash used in financing activities
|
(81,963
|
)
|
|
(117,858
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(11,125
|
)
|
|
$
|
42,521
|
|
(1)
|
See note 3 to the consolidated financial statements appearing in Item 8 for additional information.
|
(2)
|
Includes interest liability of $76.9 million.
|
(3)
|
See note 16 to the consolidated financial statements appearing in Item 8 for additional information.
|
(4)
|
See note 11 to the consolidated financial statements appearing in Item 8 for additional information.
|
(5)
|
Includes interest payable of $28.9 million through maturity.
|
(Expressed in thousands)
|
|
|
|
||||
|
VAR at December 31,
|
||||||
|
2019
|
|
2018
|
||||
Equity price risk
|
$
|
62
|
|
|
$
|
54
|
|
Interest rate risk
|
994
|
|
|
5,050
|
|
||
Commodity price risk
|
105
|
|
|
85
|
|
||
Diversification benefit
|
(546
|
)
|
|
(4,808
|
)
|
||
Total
|
$
|
615
|
|
|
$
|
381
|
|
(Expressed in thousands, except number of shares and per share amounts)
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
79,550
|
|
|
$
|
90,675
|
|
Deposits with clearing organizations
|
48,415
|
|
|
67,678
|
|
||
Receivable from brokers, dealers and clearing organizations
|
163,293
|
|
|
166,493
|
|
||
Receivable from customers, net of allowance for credit losses of $451 ($886 in 2018)
|
796,934
|
|
|
720,777
|
|
||
Income tax receivable
|
5,170
|
|
|
1,014
|
|
||
Securities purchased under agreements to resell
|
—
|
|
|
290
|
|
||
Securities owned, including amounts pledged of $357,120 ($517,951 in 2018), at fair value
|
799,719
|
|
|
837,584
|
|
||
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $38,355 and $3,673, respectively ($25,109 and $6,800, respectively, in 2018)
|
43,670
|
|
|
44,058
|
|
||
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $94,773 ($89,182 in 2018)
|
31,377
|
|
|
28,988
|
|
||
Right-of-use lease assets, net of accumulated amortization of $25,186
|
160,297
|
|
|
—
|
|
||
Intangible assets
|
32,100
|
|
|
32,100
|
|
||
Goodwill
|
137,889
|
|
|
137,889
|
|
||
Other assets
|
166,341
|
|
|
112,768
|
|
||
Total assets
|
$
|
2,464,755
|
|
|
$
|
2,240,314
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Drafts payable
|
$
|
—
|
|
|
$
|
16,348
|
|
Bank call loans
|
—
|
|
|
15,000
|
|
||
Payable to brokers, dealers and clearing organizations
|
520,975
|
|
|
289,207
|
|
||
Payable to customers
|
334,735
|
|
|
336,616
|
|
||
Securities sold under agreements to repurchase
|
287,265
|
|
|
484,218
|
|
||
Securities sold but not yet purchased, at fair value
|
100,571
|
|
|
85,446
|
|
||
Accrued compensation
|
207,358
|
|
|
167,348
|
|
||
Accounts payable and other liabilities
|
44,725
|
|
|
87,630
|
|
||
Lease liabilities
|
203,140
|
|
|
—
|
|
||
Senior secured notes, net of debt issuance costs of $485 ($904 in 2018)
|
149,515
|
|
|
199,096
|
|
||
Deferred tax liabilities, net of deferred tax assets of $43,630 ($41,722 in 2018)
|
23,749
|
|
|
14,083
|
|
||
Total liabilities
|
1,872,033
|
|
|
1,694,992
|
|
||
Commitments and contingencies (note 16)
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Share capital
|
|
|
|
||||
Class A non-voting common stock, par value $0.001 per share, 50,000,000 shares authorized, 12,698,703 and 12,941,809 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
46,424
|
|
|
53,259
|
|
||
Class B voting common stock, par value $0.001 per share, 99,665 shares authorized, issued and outstanding
|
133
|
|
|
133
|
|
||
|
46,557
|
|
|
53,392
|
|
||
Contributed capital
|
47,406
|
|
|
41,776
|
|
||
Retained earnings
|
496,998
|
|
|
449,989
|
|
||
Accumulated other comprehensive income
|
1,761
|
|
|
165
|
|
||
Total stockholders' equity
|
592,722
|
|
|
545,322
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,464,755
|
|
|
$
|
2,240,314
|
|
(Expressed in thousands, except number of shares and per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
REVENUE
|
|
|
|
|
|
||||||
Commissions
|
$
|
320,114
|
|
|
$
|
329,668
|
|
|
$
|
336,620
|
|
Advisory fees
|
353,671
|
|
|
314,349
|
|
|
320,746
|
|
|||
Investment banking
|
126,211
|
|
|
115,353
|
|
|
78,215
|
|
|||
Bank deposit sweep income
|
117,422
|
|
|
116,052
|
|
|
76,839
|
|
|||
Interest
|
50,723
|
|
|
52,484
|
|
|
48,498
|
|
|||
Principal transactions, net
|
30,094
|
|
|
14,461
|
|
|
23,273
|
|
|||
Other
|
35,144
|
|
|
15,787
|
|
|
36,147
|
|
|||
Total revenue
|
1,033,379
|
|
|
958,154
|
|
|
920,338
|
|
|||
EXPENSES
|
|
|
|
|
|
||||||
Compensation and related expenses
|
657,714
|
|
|
607,192
|
|
|
602,138
|
|
|||
Communications and technology
|
81,588
|
|
|
74,479
|
|
|
71,978
|
|
|||
Occupancy and equipment costs
|
62,198
|
|
|
61,171
|
|
|
61,164
|
|
|||
Clearing and exchange fees
|
21,962
|
|
|
22,985
|
|
|
23,545
|
|
|||
Interest
|
45,687
|
|
|
46,396
|
|
|
28,354
|
|
|||
Other
|
89,318
|
|
|
101,062
|
|
|
113,607
|
|
|||
Total expenses
|
958,467
|
|
|
913,285
|
|
|
900,786
|
|
|||
Income before income taxes from continuing operations
|
74,912
|
|
|
44,869
|
|
|
19,552
|
|
|||
Income taxes expenses (benefits)
|
21,959
|
|
|
15,977
|
|
|
(2,134
|
)
|
|||
Net income from continuing operations
|
52,953
|
|
|
28,892
|
|
|
21,686
|
|
|||
|
|
|
|
|
|
||||||
Discontinued operations
|
|
|
|
|
|
||||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
2,071
|
|
|||
Income taxes expenses
|
—
|
|
|
—
|
|
|
941
|
|
|||
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
1,130
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
52,953
|
|
|
$
|
28,892
|
|
|
$
|
22,816
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.10
|
|
|
$
|
2.18
|
|
|
$
|
1.65
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.07
|
|
|||
|
$
|
4.10
|
|
|
$
|
2.18
|
|
|
$
|
1.72
|
|
|
|
|
|
|
|
||||||
Diluted net income per share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.82
|
|
|
$
|
2.05
|
|
|
$
|
1.60
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.07
|
|
|||
|
$
|
3.82
|
|
|
$
|
2.05
|
|
|
$
|
1.67
|
|
|
|
|
|
|
|
||||||
Dividends paid per share
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
|
|
|
|
|
||||||
Weighted average shares
|
|
|
|
|
|
||||||
Basic
|
12,904,397
|
|
|
13,248,876
|
|
|
13,246,423
|
|
|||
Diluted
|
13,851,832
|
|
|
14,061,369
|
|
|
13,673,361
|
|
(Expressed in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
52,953
|
|
|
$
|
28,892
|
|
|
$
|
22,816
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Currency translation adjustment
|
1,596
|
|
|
(1,417
|
)
|
|
2,263
|
|
|||
Comprehensive income
|
$
|
54,549
|
|
|
$
|
27,475
|
|
|
$
|
25,079
|
|
(Expressed in thousands except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Share capital
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
53,392
|
|
|
$
|
58,492
|
|
|
$
|
59,361
|
|
Issuance of Class A non-voting common stock
|
1,565
|
|
|
794
|
|
|
6,595
|
|
|||
Repurchase of Class A non-voting common stock for cancellation
|
(8,400
|
)
|
|
(5,894
|
)
|
|
(7,464
|
)
|
|||
Balance at end of year
|
46,557
|
|
|
53,392
|
|
|
58,492
|
|
|||
Contributed capital
|
|
|
|
|
|
||||||
Balance at beginning of year
|
41,776
|
|
|
36,546
|
|
|
41,765
|
|
|||
Share-based expense
|
8,128
|
|
|
6,061
|
|
|
5,583
|
|
|||
Vested employee share plan awards
|
(2,498
|
)
|
|
(831
|
)
|
|
(11,227
|
)
|
|||
Cumulative-effect adjustment from adoption of new accounting update of employee share-based accounting
|
—
|
|
|
—
|
|
|
425
|
|
|||
Balance at end of year
|
47,406
|
|
|
41,776
|
|
|
36,546
|
|
|||
Retained earnings
|
|
|
|
|
|
||||||
Balance at beginning of year
|
449,989
|
|
|
426,930
|
|
|
410,258
|
|
|||
Net income
|
52,953
|
|
|
28,892
|
|
|
22,816
|
|
|||
Dividends paid
|
(5,944
|
)
|
|
(5,833
|
)
|
|
(5,836
|
)
|
|||
Dividends received from non-controlling interest
|
—
|
|
|
—
|
|
|
6
|
|
|||
Cumulative-effect adjustment from adoption of new accounting update of employee share-based accounting
|
—
|
|
|
—
|
|
|
(314
|
)
|
|||
Balance at end of year
|
496,998
|
|
|
449,989
|
|
|
426,930
|
|
|||
Accumulated other comprehensive income
|
|
|
|
|
|
||||||
Balance at beginning of year
|
165
|
|
|
1,582
|
|
|
(681
|
)
|
|||
Currency translation adjustment
|
1,596
|
|
|
(1,417
|
)
|
|
2,263
|
|
|||
Balance at end of year
|
1,761
|
|
|
165
|
|
|
1,582
|
|
|||
Total Oppenheimer Holdings Inc. stockholders' equity
|
592,722
|
|
|
545,322
|
|
|
523,550
|
|
|||
Non-controlling interest
|
|
|
|
|
|
||||||
Balance at beginning of year
|
—
|
|
|
361
|
|
|
2,631
|
|
|||
Net income (loss) attributable to non-controlling interest, net of tax
|
—
|
|
|
(16
|
)
|
|
184
|
|
|||
Dividends paid to non-controlling interest
|
—
|
|
|
(345
|
)
|
|
(2,448
|
)
|
|||
Dividends paid to parent
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Balance at end of year
|
—
|
|
|
—
|
|
|
361
|
|
|||
Total stockholders' equity
|
$
|
592,722
|
|
|
$
|
545,322
|
|
|
$
|
523,911
|
|
|
|
|
|
|
|
||||||
Dividends paid per share
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
(Expressed in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
52,953
|
|
|
$
|
28,892
|
|
|
$
|
22,816
|
|
Adjustments to reconcile net income to net cash used in operating activities
|
|
|
|
|
|
||||||
Non-cash items included in net income:
|
|
|
|
|
|
||||||
Depreciation and amortization of furniture, equipment and leasehold improvements
|
7,635
|
|
|
6,871
|
|
|
5,657
|
|
|||
Deferred income taxes
|
9,878
|
|
|
2,773
|
|
|
(2,045
|
)
|
|||
Amortization of notes receivable
|
12,971
|
|
|
12,540
|
|
|
11,791
|
|
|||
Amortization of debt issuance costs
|
236
|
|
|
259
|
|
|
353
|
|
|||
Write-off of debt issuance costs
|
184
|
|
|
—
|
|
|
430
|
|
|||
Provision for (reversal of) credit losses
|
(435
|
)
|
|
117
|
|
|
(25
|
)
|
|||
Share-based compensation
|
11,819
|
|
|
6,710
|
|
|
12,573
|
|
|||
Amortization of right-of-use lease assets
|
25,186
|
|
|
—
|
|
|
—
|
|
|||
Decrease (increase) in operating assets:
|
|
|
|
|
|
||||||
Deposits with clearing organizations
|
19,263
|
|
|
(25,456
|
)
|
|
(4,037
|
)
|
|||
Receivable from brokers, dealers and clearing organizations
|
3,200
|
|
|
20,622
|
|
|
27,819
|
|
|||
Receivable from customers
|
(75,722
|
)
|
|
127,332
|
|
|
(815
|
)
|
|||
Income tax receivable
|
(4,156
|
)
|
|
1,925
|
|
|
2,877
|
|
|||
Securities purchased under agreements to resell
|
290
|
|
|
368
|
|
|
23,348
|
|
|||
Securities owned
|
37,865
|
|
|
89,013
|
|
|
(219,489
|
)
|
|||
Notes receivable
|
(12,583
|
)
|
|
(16,078
|
)
|
|
(22,212
|
)
|
|||
Other assets
|
(53,698
|
)
|
|
30,272
|
|
|
(37,130
|
)
|
|||
Increase (decrease) in operating liabilities:
|
|
|
|
|
|
||||||
Drafts payable
|
(16,348
|
)
|
|
(26,064
|
)
|
|
3,184
|
|
|||
Payable to brokers, dealers and clearing organizations
|
231,768
|
|
|
77,724
|
|
|
(9,906
|
)
|
|||
Payable to customers
|
(1,881
|
)
|
|
(49,291
|
)
|
|
(64,039
|
)
|
|||
Securities sold under agreements to repurchase
|
(196,953
|
)
|
|
(102,260
|
)
|
|
208,394
|
|
|||
Securities sold but not yet purchased
|
15,125
|
|
|
(9,040
|
)
|
|
9,436
|
|
|||
Accrued compensation
|
36,319
|
|
|
(6,418
|
)
|
|
21,184
|
|
|||
Accounts payable and other liabilities
|
(23,774
|
)
|
|
(2,241
|
)
|
|
(6,300
|
)
|
|||
Cash provided by (used in) operating activities
|
79,142
|
|
|
168,570
|
|
|
(16,136
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchase of furniture, equipment and leasehold improvements
|
(10,024
|
)
|
|
(8,672
|
)
|
|
(5,611
|
)
|
|||
Purchase of intangible assets
|
—
|
|
|
(400
|
)
|
|
—
|
|
|||
Proceeds from the settlement of Company-owned life insurance
|
1,720
|
|
|
881
|
|
|
1,744
|
|
|||
Cash used in by investing activities
|
(8,304
|
)
|
|
(8,191
|
)
|
|
(3,867
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Cash dividends paid on Class A non-voting and Class B voting common stock
|
(5,944
|
)
|
|
(5,833
|
)
|
|
(5,836
|
)
|
|||
Cash dividends paid to non-controlling interest
|
—
|
|
|
(372
|
)
|
|
(2,448
|
)
|
|||
Issuance of Class A non-voting common stock
|
83
|
|
|
70
|
|
|
26
|
|
|||
Repurchase of Class A non-voting common stock for cancellation
|
(8,400
|
)
|
|
(5,894
|
)
|
|
(7,464
|
)
|
|||
Payments for employee taxes withheld related to vested share-based awards
|
(1,014
|
)
|
|
(2,529
|
)
|
|
(2,237
|
)
|
|||
Issuance of senior secured notes
|
—
|
|
|
—
|
|
|
200,000
|
|
|||
Redemption of senior secured notes
|
(50,000
|
)
|
|
—
|
|
|
(150,000
|
)
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(1,297
|
)
|
|||
Debt redemption costs
|
(1,688
|
)
|
|
—
|
|
|
—
|
|
|||
Decrease in bank call loans, net
|
(15,000
|
)
|
|
(103,300
|
)
|
|
(27,500
|
)
|
|||
Cash (used in) provided by financing activities
|
(81,963
|
)
|
|
(117,858
|
)
|
|
3,244
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(11,125
|
)
|
|
42,521
|
|
|
(16,759
|
)
|
|||
Cash and cash equivalents, beginning of year
|
90,675
|
|
|
48,154
|
|
|
64,913
|
|
|||
Cash and cash equivalents, end of year
|
$
|
79,550
|
|
|
$
|
90,675
|
|
|
$
|
48,154
|
|
|
|
|
|
|
|
||||||
Schedule of non-cash financing activities
|
|
|
|
|
|
||||||
Employee share plan issuance
|
$
|
2,192
|
|
|
$
|
724
|
|
|
$
|
6,569
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
40,678
|
|
|
$
|
53,559
|
|
|
$
|
23,899
|
|
Cash paid (received) during the year for income taxes, net
|
$
|
16,816
|
|
|
$
|
11,520
|
|
|
$
|
(2,378
|
)
|
Level 1:
|
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;
|
Level 2:
|
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and
|
Level 3:
|
Unobservable inputs that are significant to the overall fair value measurement.
|
|
|
|
As of
December 31, 2019
|
|
|
Weighted average remaining lease term (in years)
|
8.31
|
Weighted average discount rate
|
7.89%
|
(Expressed in thousands)
|
|
|
||
|
|
For the Year Ended December 31, 2019
|
||
|
|
|
||
Operating lease costs:
|
|
|
||
Real estate leases - Right-of-use lease asset amortization
|
|
$
|
23,308
|
|
Real estate leases - Interest expense
|
|
15,815
|
|
|
Equipment leases - Right-of-use lease asset amortization
|
|
1,878
|
|
|
Equipment leases - Interest expense
|
|
227
|
|
(Expressed in thousands)
|
|
||
|
As of
December 31, 2019 |
||
|
|
||
2020
|
$
|
42,635
|
|
2021
|
38,361
|
|
|
2022
|
34,442
|
|
|
2023
|
32,238
|
|
|
2024
|
28,309
|
|
|
2025 and thereafter
|
115,230
|
|
|
|
$
|
291,215
|
|
(Expressed in thousands)
|
For the Year Ended December 31, 2019
|
||||||||||||||||||
|
Reportable Segments
|
||||||||||||||||||
|
Private Client
|
|
Asset Management
|
|
Capital Markets
|
|
Corporate/Other
|
|
Total
|
||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions from sales and trading
|
$
|
148,661
|
|
|
$
|
—
|
|
|
$
|
131,380
|
|
|
$
|
28
|
|
|
$
|
280,069
|
|
Mutual fund income
|
40,025
|
|
|
—
|
|
|
3
|
|
|
17
|
|
|
40,045
|
|
|||||
Advisory fees
|
264,839
|
|
|
88,748
|
|
|
10
|
|
|
74
|
|
|
353,671
|
|
|||||
Investment banking - capital markets
|
13,528
|
|
|
—
|
|
|
59,251
|
|
|
—
|
|
|
72,779
|
|
|||||
Investment banking - advisory
|
—
|
|
|
—
|
|
|
53,432
|
|
|
—
|
|
|
53,432
|
|
|||||
Bank deposit sweep income
|
117,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,422
|
|
|||||
Other
|
13,288
|
|
|
5
|
|
|
1,713
|
|
|
2,398
|
|
|
17,404
|
|
|||||
Total revenues from contracts with customers
|
597,763
|
|
|
88,753
|
|
|
245,789
|
|
|
2,517
|
|
|
934,822
|
|
|||||
Other sources of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
35,809
|
|
|
—
|
|
|
13,302
|
|
|
1,612
|
|
|
50,723
|
|
|||||
Principal transactions, net
|
3,341
|
|
|
—
|
|
|
31,621
|
|
|
(4,868
|
)
|
|
30,094
|
|
|||||
Other
|
16,496
|
|
|
2
|
|
|
118
|
|
|
1,124
|
|
|
17,740
|
|
|||||
Total other sources of revenue
|
55,646
|
|
|
2
|
|
|
45,041
|
|
|
(2,132
|
)
|
|
98,557
|
|
|||||
Total revenue
|
$
|
653,409
|
|
|
$
|
88,755
|
|
|
$
|
290,830
|
|
|
$
|
385
|
|
|
$
|
1,033,379
|
|
(Expressed in thousands)
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
|
Reportable Segments
|
||||||||||||||||||
|
Private Client
|
|
Asset Management
|
|
Capital Markets
|
|
Corporate/Other
|
|
Total
|
||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions from sales and trading
|
$
|
154,167
|
|
|
$
|
—
|
|
|
$
|
131,955
|
|
|
$
|
89
|
|
|
$
|
286,211
|
|
Mutual fund income
|
42,514
|
|
|
908
|
|
|
13
|
|
|
22
|
|
|
43,457
|
|
|||||
Advisory fees
|
243,474
|
|
|
70,775
|
|
|
67
|
|
|
33
|
|
|
314,349
|
|
|||||
Investment banking - capital markets
|
13,284
|
|
|
—
|
|
|
56,474
|
|
|
—
|
|
|
69,758
|
|
|||||
Investment banking - advisory
|
—
|
|
|
—
|
|
|
45,595
|
|
|
—
|
|
|
45,595
|
|
|||||
Bank deposit sweep income
|
116,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,052
|
|
|||||
Other
|
14,745
|
|
|
13
|
|
|
1,054
|
|
|
352
|
|
|
16,164
|
|
|||||
Total revenues from contracts with customers
|
584,236
|
|
|
71,696
|
|
|
235,158
|
|
|
496
|
|
|
891,586
|
|
|||||
Other sources of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
37,581
|
|
|
—
|
|
|
13,739
|
|
|
1,164
|
|
|
52,484
|
|
|||||
Principal transactions, net
|
(1,125
|
)
|
|
—
|
|
|
23,378
|
|
|
(7,792
|
)
|
|
14,461
|
|
|||||
Other
|
(2,821
|
)
|
|
—
|
|
|
444
|
|
|
2,000
|
|
|
(377
|
)
|
|||||
Total other sources of revenue
|
33,635
|
|
|
—
|
|
|
37,561
|
|
|
(4,628
|
)
|
|
66,568
|
|
|||||
Total revenue
|
$
|
617,871
|
|
|
$
|
71,696
|
|
|
$
|
272,719
|
|
|
$
|
(4,132
|
)
|
|
$
|
958,154
|
|
(Expressed in thousands)
|
|
|
|
||||
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Receivable from brokers, dealers and clearing organizations consists of:
|
|
|
|
||||
Securities borrowed
|
$
|
99,635
|
|
|
$
|
108,144
|
|
Receivable from brokers
|
19,024
|
|
|
20,140
|
|
||
Securities failed to deliver
|
7,173
|
|
|
7,021
|
|
||
Clearing organizations
|
36,269
|
|
|
28,777
|
|
||
Other
|
1,192
|
|
|
2,411
|
|
||
Total
|
$
|
163,293
|
|
|
$
|
166,493
|
|
Payable to brokers, dealers and clearing organizations consists of:
|
|
|
|
||||
Securities loaned
|
$
|
234,343
|
|
|
$
|
146,815
|
|
Payable to brokers
|
4,548
|
|
|
158
|
|
||
Securities failed to receive
|
14,603
|
|
|
27,799
|
|
||
Other (1)
|
267,481
|
|
|
114,435
|
|
||
Total
|
$
|
520,975
|
|
|
$
|
289,207
|
|
(Expressed in thousands)
|
|
|
|
|
|
|
|
||||
|
Fair Value
|
|
Unfunded
Commitments
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
||||
Hedge funds (1)
|
$
|
1,589
|
|
|
$
|
—
|
|
|
Quarterly - Annually
|
|
30 - 120 Days
|
Private equity funds (2)
|
4,227
|
|
|
1,399
|
|
|
N/A
|
|
N/A
|
||
|
$
|
5,816
|
|
|
$
|
1,399
|
|
|
|
|
|
(Expressed in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements as of December 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Deposits with clearing organizations
|
25,118
|
|
|
—
|
|
|
—
|
|
|
25,118
|
|
||||
Securities owned:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
613,030
|
|
|
—
|
|
|
—
|
|
|
613,030
|
|
||||
U.S. Agency securities
|
19,917
|
|
|
15,974
|
|
|
—
|
|
|
35,891
|
|
||||
Sovereign obligations
|
—
|
|
|
11,405
|
|
|
—
|
|
|
11,405
|
|
||||
Corporate debt and other obligations
|
—
|
|
|
8,310
|
|
|
—
|
|
|
8,310
|
|
||||
Mortgage and other asset-backed securities
|
—
|
|
|
2,697
|
|
|
—
|
|
|
2,697
|
|
||||
Municipal obligations
|
—
|
|
|
40,260
|
|
|
—
|
|
|
40,260
|
|
||||
Convertible bonds
|
—
|
|
|
29,816
|
|
|
—
|
|
|
29,816
|
|
||||
Corporate equities
|
32,215
|
|
|
—
|
|
|
—
|
|
|
32,215
|
|
||||
Money markets
|
781
|
|
|
—
|
|
|
—
|
|
|
781
|
|
||||
Auction rate securities
|
—
|
|
|
25,314
|
|
|
—
|
|
|
25,314
|
|
||||
Securities owned, at fair value
|
665,943
|
|
|
133,776
|
|
|
—
|
|
|
799,719
|
|
||||
Total
|
$
|
691,061
|
|
|
$
|
133,776
|
|
|
$
|
—
|
|
|
$
|
824,837
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Securities sold but not yet purchased:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
52,882
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,882
|
|
U.S. Agency securities
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Sovereign obligations
|
—
|
|
|
6,405
|
|
|
—
|
|
|
6,405
|
|
||||
Corporate debt and other obligations
|
—
|
|
|
664
|
|
|
—
|
|
|
664
|
|
||||
Convertible bonds
|
—
|
|
|
18,624
|
|
|
—
|
|
|
18,624
|
|
||||
Corporate equities
|
21,978
|
|
|
—
|
|
|
—
|
|
|
21,978
|
|
||||
Securities sold but not yet purchased, at fair value
|
74,860
|
|
|
25,711
|
|
|
—
|
|
|
100,571
|
|
||||
Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivative contracts:
|
|
|
|
|
|
|
|
||||||||
Futures
|
267
|
|
|
—
|
|
|
—
|
|
|
267
|
|
||||
TBAs
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
||||
ARS purchase commitments
|
—
|
|
|
1,023
|
|
|
—
|
|
|
1,023
|
|
||||
Derivative contracts, total
|
267
|
|
|
1,147
|
|
|
—
|
|
|
1,414
|
|
||||
Total
|
$
|
75,127
|
|
|
$
|
26,858
|
|
|
$
|
—
|
|
|
$
|
101,985
|
|
(Expressed in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements as of December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
10,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,500
|
|
Deposits with clearing organizations
|
34,599
|
|
|
—
|
|
|
—
|
|
|
34,599
|
|
||||
Securities owned:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
657,208
|
|
|
—
|
|
|
—
|
|
|
657,208
|
|
||||
U.S. Agency securities
|
812
|
|
|
6,494
|
|
|
—
|
|
|
7,306
|
|
||||
Sovereign obligations
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
||||
Corporate debt and other obligations
|
—
|
|
|
20,665
|
|
|
—
|
|
|
20,665
|
|
||||
Mortgage and other asset-backed securities
|
—
|
|
|
2,486
|
|
|
—
|
|
|
2,486
|
|
||||
Municipal obligations
|
—
|
|
|
52,261
|
|
|
—
|
|
|
52,261
|
|
||||
Convertible bonds
|
—
|
|
|
31,270
|
|
|
—
|
|
|
31,270
|
|
||||
Corporate equities
|
28,215
|
|
|
—
|
|
|
—
|
|
|
28,215
|
|
||||
Money markets
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Auction rate securities
|
—
|
|
|
16,253
|
|
|
21,699
|
|
|
37,952
|
|
||||
Securities owned, at fair value
|
686,242
|
|
|
129,643
|
|
|
21,699
|
|
|
837,584
|
|
||||
Investments (1)
|
—
|
|
|
—
|
|
|
101
|
|
|
101
|
|
||||
Derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
TBAs
|
—
|
|
|
4,873
|
|
|
—
|
|
|
4,873
|
|
||||
Total
|
$
|
731,341
|
|
|
$
|
134,516
|
|
|
$
|
21,800
|
|
|
$
|
887,657
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Securities sold but not yet purchased:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
53,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,646
|
|
U.S. Agency securities
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Sovereign obligations
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||
Corporate debt and other obligations
|
—
|
|
|
7,236
|
|
|
—
|
|
|
7,236
|
|
||||
Convertible bonds
|
—
|
|
|
9,709
|
|
|
—
|
|
|
9,709
|
|
||||
Corporate equities
|
14,774
|
|
|
—
|
|
|
—
|
|
|
14,774
|
|
||||
Money markets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Securities sold but not yet purchased, at fair value
|
68,420
|
|
|
17,026
|
|
|
—
|
|
|
85,446
|
|
||||
Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivative contracts:
|
|
|
|
|
|
|
|
||||||||
Futures
|
807
|
|
|
—
|
|
|
—
|
|
|
807
|
|
||||
Foreign exchange forward contracts
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
TBAs
|
—
|
|
|
4,873
|
|
|
—
|
|
|
4,873
|
|
||||
ARS purchase commitments
|
—
|
|
|
1,096
|
|
|
—
|
|
|
1,096
|
|
||||
Derivative contracts, total
|
811
|
|
|
5,969
|
|
|
—
|
|
|
6,780
|
|
||||
Total
|
$
|
69,231
|
|
|
$
|
22,995
|
|
|
$
|
—
|
|
|
$
|
92,226
|
|
(Expressed in thousands)
|
|||||||||||||||||||||||
|
Level 3 Assets and Liabilities
|
||||||||||||||||||||||
|
For the Year Ended December 31, 2019
|
||||||||||||||||||||||
|
Beginning
Balance
|
|
Total Realized
and Unrealized
Gains (3)(4)
|
|
Purchases
and Issuances
|
|
Sales and Settlements
|
|
Transfers
In / Out
|
|
Ending
Balance
|
||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Auction rate securities (1) (2)
|
$
|
21,699
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(350
|
)
|
|
$
|
(21,350
|
)
|
|
$
|
—
|
|
Investments
|
101
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
(Expressed in thousands)
|
|||||||||||||||||||||||
|
Level 3 Assets and Liabilities
|
||||||||||||||||||||||
|
For the Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Beginning
Balance
|
|
Total Realized
and Unrealized
Gains (Losses) (3)(4)
|
|
Purchases
and Issuances
|
|
Sales and Settlements
|
|
Transfers
In / Out
|
|
Ending
Balance
|
||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipal obligations
|
$
|
35
|
|
|
$
|
14
|
|
|
$
|
76
|
|
|
$
|
(125
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Auction rate securities (1)
|
87,398
|
|
|
1,351
|
|
|
6,300
|
|
|
(35,675
|
)
|
|
(37,675
|
)
|
|
21,699
|
|
||||||
Investments
|
169
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
101
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ARS purchase commitments (2)(5)
|
8
|
|
|
(1,088
|
)
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|
—
|
|
(Expressed in thousands)
|
|
|
Fair Value Measurement: Assets
|
||||||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash
|
$
|
79,550
|
|
|
$
|
79,550
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,550
|
|
Deposits with clearing organization
|
23,297
|
|
|
23,297
|
|
|
—
|
|
|
—
|
|
|
23,297
|
|
|||||
Receivable from brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities borrowed
|
99,635
|
|
|
—
|
|
|
99,635
|
|
|
—
|
|
|
99,635
|
|
|||||
Receivables from brokers
|
19,024
|
|
|
—
|
|
|
19,024
|
|
|
—
|
|
|
19,024
|
|
|||||
Securities failed to deliver
|
7,173
|
|
|
—
|
|
|
7,173
|
|
|
—
|
|
|
7,173
|
|
|||||
Clearing organizations
|
36,269
|
|
|
—
|
|
|
36,269
|
|
|
—
|
|
|
36,269
|
|
|||||
Other
|
1,316
|
|
|
—
|
|
|
1,316
|
|
|
—
|
|
|
1,316
|
|
|||||
|
163,417
|
|
|
—
|
|
|
163,417
|
|
|
—
|
|
|
163,417
|
|
|||||
Receivable from customers
|
796,934
|
|
|
—
|
|
|
796,934
|
|
|
—
|
|
|
796,934
|
|
|||||
Notes receivable, net
|
43,670
|
|
|
—
|
|
|
43,670
|
|
|
—
|
|
|
43,670
|
|
|||||
Investments (1)
|
73,971
|
|
|
—
|
|
|
73,971
|
|
|
—
|
|
|
73,971
|
|
(Expressed in thousands)
|
|
|
Fair Value Measurement: Liabilities
|
|||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||
Payables to brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
|||||
Securities loaned
|
234,343
|
|
|
—
|
|
|
234,343
|
|
|
—
|
|
|
234,343
|
|
Payable to brokers
|
4,548
|
|
|
—
|
|
|
4,548
|
|
|
—
|
|
|
4,548
|
|
Securities failed to receive
|
14,603
|
|
|
—
|
|
|
14,603
|
|
|
—
|
|
|
14,603
|
|
Other
|
267,214
|
|
|
—
|
|
|
267,214
|
|
|
—
|
|
|
267,214
|
|
|
520,708
|
|
|
—
|
|
|
520,708
|
|
|
—
|
|
|
520,708
|
|
Payables to customers
|
334,735
|
|
|
—
|
|
|
334,735
|
|
|
—
|
|
|
334,735
|
|
Securities sold under agreements to repurchase
|
287,265
|
|
|
—
|
|
|
287,265
|
|
|
—
|
|
|
287,265
|
|
Senior secured notes
|
150,000
|
|
|
—
|
|
|
154,988
|
|
|
—
|
|
|
154,988
|
|
(Expressed in thousands)
|
|
|
Fair Value Measurement: Assets
|
||||||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash
|
$
|
80,175
|
|
|
$
|
80,175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80,175
|
|
Deposits with clearing organization
|
33,079
|
|
|
33,079
|
|
|
—
|
|
|
—
|
|
|
33,079
|
|
|||||
Receivable from brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities borrowed
|
108,144
|
|
|
—
|
|
|
108,144
|
|
|
—
|
|
|
108,144
|
|
|||||
Receivables from brokers
|
20,140
|
|
|
—
|
|
|
20,140
|
|
|
—
|
|
|
20,140
|
|
|||||
Securities failed to deliver
|
7,021
|
|
|
—
|
|
|
7,021
|
|
|
—
|
|
|
7,021
|
|
|||||
Clearing organizations
|
28,777
|
|
|
—
|
|
|
28,777
|
|
|
—
|
|
|
28,777
|
|
|||||
Other
|
2,411
|
|
|
—
|
|
|
2,411
|
|
|
—
|
|
|
2,411
|
|
|||||
|
166,493
|
|
|
—
|
|
|
166,493
|
|
|
—
|
|
|
166,493
|
|
|||||
Receivable from customers
|
720,777
|
|
|
—
|
|
|
720,777
|
|
|
—
|
|
|
720,777
|
|
|||||
Securities purchased under agreements to resell
|
290
|
|
|
—
|
|
|
290
|
|
|
—
|
|
|
290
|
|
|||||
Notes receivable, net
|
44,058
|
|
|
—
|
|
|
44,058
|
|
|
—
|
|
|
44,058
|
|
|||||
Investments (1)
|
59,765
|
|
|
—
|
|
|
59,765
|
|
|
—
|
|
|
59,765
|
|
(Expressed in thousands)
|
|
|
Fair Value Measurement: Liabilities
|
||||||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Drafts payable
|
$
|
16,348
|
|
|
$
|
16,348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,348
|
|
Bank call loans
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|||||
Payables to brokers, dealers and clearing organizations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities loaned
|
146,815
|
|
|
—
|
|
|
146,815
|
|
|
—
|
|
|
146,815
|
|
|||||
Payable to brokers
|
158
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
|||||
Securities failed to receive
|
27,799
|
|
|
—
|
|
|
27,799
|
|
|
—
|
|
|
27,799
|
|
|||||
Other
|
113,628
|
|
|
—
|
|
|
113,628
|
|
|
—
|
|
|
113,628
|
|
|||||
|
288,400
|
|
|
—
|
|
|
288,400
|
|
|
—
|
|
|
288,400
|
|
|||||
Payables to customers
|
336,616
|
|
|
—
|
|
|
336,616
|
|
|
—
|
|
|
336,616
|
|
|||||
Securities sold under agreements to repurchase
|
484,218
|
|
|
—
|
|
|
484,218
|
|
|
—
|
|
|
484,218
|
|
|||||
Senior secured notes
|
200,000
|
|
|
—
|
|
|
199,722
|
|
|
—
|
|
|
199,722
|
|
(Expressed in thousands)
|
|
|
|
|
|
||||
|
Fair Value of Derivative Instruments as of December 31, 2019
|
||||||||
|
Description
|
|
Notional
|
|
Fair Value
|
||||
Liabilities:
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments (1)
|
|
|
|
|
|
||||
Commodity contracts
|
Futures
|
|
$
|
5,209,000
|
|
|
$
|
267
|
|
Other contracts
|
TBAs
|
|
13,245
|
|
|
124
|
|
||
|
ARS purchase commitments
|
|
7,128
|
|
|
1,023
|
|
||
|
|
|
$
|
5,229,373
|
|
|
$
|
1,414
|
|
(Expressed in thousands)
|
|
|
|
|
|
||||
|
Fair Value of Derivative Instruments as of December 31, 2018
|
||||||||
|
Description
|
|
Notional
|
|
Fair Value
|
||||
Assets:
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments (1)
|
|
|
|
|
|
||||
Other contracts
|
TBAs
|
|
$
|
729,500
|
|
|
$
|
4,873
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments (1)
|
|
|
|
|
|
||||
Commodity contracts
|
Futures
|
|
$
|
4,580,800
|
|
|
$
|
807
|
|
Other contracts
|
Foreign exchange forward contracts
|
|
200
|
|
|
4
|
|
||
|
TBAs
|
|
729,500
|
|
|
4,873
|
|
||
|
ARS purchase commitments
|
|
7,305
|
|
|
1,096
|
|
||
|
|
|
$
|
5,317,805
|
|
|
$
|
6,780
|
|
As of December 31, 2019
|
|||||||||||||||||||||||
(Expressed in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset
on the Balance Sheet
|
|
|
||||||||||||||
|
Gross
Amounts of
Recognized
Assets
|
|
Gross
Amounts
Offset on the
Balance Sheet
|
|
Net Amounts
of Assets
Presented on
the Balance Sheet
|
|
Financial
Instruments
|
|
Cash
Collateral
Received
|
|
Net Amount
|
||||||||||||
Reverse repurchase agreements
|
$
|
55,927
|
|
|
$
|
(55,927
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities borrowed (1)
|
99,635
|
|
|
—
|
|
|
99,635
|
|
|
(97,702
|
)
|
|
—
|
|
|
1,933
|
|
||||||
Total
|
$
|
155,562
|
|
|
$
|
(55,927
|
)
|
|
$
|
99,635
|
|
|
$
|
(97,702
|
)
|
|
$
|
—
|
|
|
$
|
1,933
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
on the Balance Sheet
|
|
|
||||||||||||||
|
Gross
Amounts of
Recognized
Liabilities
|
|
Gross
Amounts
Offset on the Balance Sheet
|
|
Net Amounts
of Liabilities
Presented on
the Balance Sheet
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net Amount
|
||||||||||||
Repurchase agreements
|
$
|
343,192
|
|
|
$
|
(55,927
|
)
|
|
$
|
287,265
|
|
|
$
|
(285,264
|
)
|
|
$
|
—
|
|
|
$
|
2,001
|
|
Securities loaned (2)
|
234,343
|
|
|
—
|
|
|
234,343
|
|
|
(228,548
|
)
|
|
—
|
|
|
5,795
|
|
||||||
Total
|
$
|
577,535
|
|
|
$
|
(55,927
|
)
|
|
$
|
521,608
|
|
|
$
|
(513,812
|
)
|
|
$
|
—
|
|
|
$
|
7,796
|
|
As of December 31, 2018
|
|||||||||||||||||||||||
(Expressed in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset
on the Balance Sheet |
|
|
||||||||||||||
|
Gross
Amounts of Recognized Assets |
|
Gross
Amounts Offset on the Balance Sheet |
|
Net Amounts
of Assets Presented on the Balance Sheet |
|
Financial
Instruments |
|
Cash
Collateral Received |
|
Net Amount
|
||||||||||||
Reverse repurchase agreements
|
$
|
82,429
|
|
|
$
|
(82,139
|
)
|
|
$
|
290
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290
|
|
Securities borrowed (1)
|
108,144
|
|
|
—
|
|
|
108,144
|
|
|
(105,960
|
)
|
|
—
|
|
|
2,184
|
|
||||||
Total
|
$
|
190,573
|
|
|
$
|
(82,139
|
)
|
|
$
|
108,434
|
|
|
$
|
(105,960
|
)
|
|
$
|
—
|
|
|
$
|
2,474
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
on the Balance Sheet
|
|
|
||||||||||||||
|
Gross
Amounts of
Recognized
Liabilities
|
|
Gross
Amounts
Offset on the Balance Sheet
|
|
Net Amounts
of Liabilities
Presented on
the Balance Sheet
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net Amount
|
||||||||||||
Repurchase agreements
|
$
|
566,357
|
|
|
$
|
(82,139
|
)
|
|
$
|
484,218
|
|
|
$
|
(480,322
|
)
|
|
$
|
—
|
|
|
$
|
3,896
|
|
Securities loaned (2)
|
146,815
|
|
|
—
|
|
|
146,815
|
|
|
(139,232
|
)
|
|
—
|
|
|
7,583
|
|
||||||
Total
|
$
|
713,172
|
|
|
$
|
(82,139
|
)
|
|
$
|
631,033
|
|
|
$
|
(619,554
|
)
|
|
$
|
—
|
|
|
$
|
11,479
|
|
(Expressed in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of December 31, 2018
|
||||||||||||||||||
|
Total
VIE Assets (1) |
|
Carrying Value of the
Company's Variable Interest |
|
Capital
Commitments |
|
Maximum
Exposure to Loss in Non-consolidated VIEs |
||||||||||||
|
Assets (2)
|
|
Liabilities
|
|
|||||||||||||||
Hedge funds
|
$
|
291,200
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
337
|
|
Private equity funds
|
7,454
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Total
|
$
|
298,654
|
|
|
$
|
345
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345
|
|
(Expressed in thousands)
|
|
|
|
||||
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Furniture, fixtures and equipment
|
$
|
62,444
|
|
|
$
|
57,482
|
|
Leasehold improvements
|
63,706
|
|
|
60,688
|
|
||
Total
|
126,150
|
|
|
118,170
|
|
||
Less accumulated depreciation
|
(94,773
|
)
|
|
(89,182
|
)
|
||
Total
|
$
|
31,377
|
|
|
$
|
28,988
|
|
(Expressed in thousands)
|
|
|
|
|
|
|
||||
Issued
|
|
Maturity Date
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
6.75% Senior Secured Notes
|
|
7/1/2022
|
|
$
|
150,000
|
|
|
$
|
200,000
|
|
Unamortized Debt Issuance Cost
|
|
|
|
(485
|
)
|
|
(904
|
)
|
||
|
|
|
|
$
|
149,515
|
|
|
$
|
199,096
|
|
•
|
it is less than $20 million in any fiscal year; or
|
•
|
when combined with all other Restricted Payments (as defined in the indenture governing the Notes) that rely upon this exception, it does not exceed $10 million.
|
|
2019
|
|
2018
|
||
Class A Stock outstanding, beginning of year
|
12,941,809
|
|
|
13,139,203
|
|
Issued pursuant to share-based compensation plans (note 15)
|
80,143
|
|
|
38,728
|
|
Repurchased and canceled pursuant to the stock buy-back
|
(323,249
|
)
|
|
(236,122
|
)
|
Class A Stock outstanding, end of year
|
12,698,703
|
|
|
12,941,809
|
|
(Expressed in thousands, except number of shares and per share amounts)
|
|
|
|
|
|
||||||
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Basic weighted average number of shares outstanding
|
12,904,397
|
|
|
13,248,876
|
|
|
13,246,423
|
|
|||
Net dilutive effect of share-based awards, treasury method (1)
|
947,435
|
|
|
812,493
|
|
|
426,938
|
|
|||
Diluted weighted average number of shares outstanding
|
13,851,832
|
|
|
14,061,369
|
|
|
13,673,361
|
|
|||
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
52,953
|
|
|
$
|
28,892
|
|
|
$
|
21,686
|
|
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
1,130
|
|
|||
Net income
|
$
|
52,953
|
|
|
$
|
28,892
|
|
|
$
|
22,816
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.10
|
|
|
$
|
2.18
|
|
|
$
|
1.65
|
|
Discontinued operations (2)
|
—
|
|
|
—
|
|
|
0.07
|
|
|||
Net income per share
|
$
|
4.10
|
|
|
$
|
2.18
|
|
|
$
|
1.72
|
|
|
|
|
|
|
|
||||||
Diluted net income per share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.82
|
|
|
$
|
2.05
|
|
|
$
|
1.60
|
|
Discontinued operations (2)
|
—
|
|
|
—
|
|
|
0.07
|
|
|||
Net income per share
|
$
|
3.82
|
|
|
$
|
2.05
|
|
|
$
|
1.67
|
|
(1)
|
For the year ended December 31, 2019, the diluted net income per share computation does not include the anti-dilutive effect of 7,628 shares of Class A Stock granted under share-based
|
(2)
|
Represents net income from discontinued operations, net of tax divided by weighted average number of shares outstanding.
|
|
Number of Class
A Shares
Subject to
Restricted Stock Awards
|
|
Weighted
Average Fair
Value
|
|
Remaining
Contractual
Life
|
||||
Nonvested at beginning of year
|
1,289,224
|
|
|
$
|
18.72
|
|
|
1.8 Years
|
|
Granted
|
379,728
|
|
|
25.32
|
|
|
3.1 Years
|
|
|
Vested
|
(112,465
|
)
|
|
17.92
|
|
|
—
|
|
|
Forfeited
|
(22,209
|
)
|
|
23.75
|
|
|
—
|
|
|
Nonvested at end of year
|
1,534,278
|
|
|
$
|
20.34
|
|
|
1.4 Years
|
|
Grant Date
|
|
Number of
OARs
Outstanding
|
|
Strike Price
|
|
Remaining
Contractual
Life
|
|
Fair Value as of December 31, 2019
|
|||||
January 9, 2015
|
|
405,950
|
|
|
$
|
21.94
|
|
|
8 Days
|
|
$
|
5.54
|
|
January 6, 2016
|
|
404,040
|
|
|
15.89
|
|
|
1 Year
|
|
11.40
|
|
||
January 6, 2017
|
|
387,980
|
|
|
18.90
|
|
|
2 Years
|
|
8.81
|
|
||
January 5, 2018
|
|
458,010
|
|
|
27.05
|
|
|
3 Years
|
|
4.72
|
|
||
January 11, 2019
|
|
535,366
|
|
|
26.45
|
|
|
4 Years
|
|
6.17
|
|
||
Total OARs Outstanding
|
|
2,191,346
|
|
|
|
|
|
|
|
||||
Total weighted average values
|
|
|
|
$
|
22.46
|
|
|
2.9 Years
|
|
$
|
7.18
|
|
|
|
Grant Date
|
||||||||||||||||||
|
|
January 9, 2015
|
|
January 6, 2016
|
|
January 6, 2017
|
|
January 5, 2018
|
|
January 11, 2019
|
||||||||||
Expected term (1)
|
|
8 Days
|
|
|
1 Year
|
|
|
2 Years
|
|
|
3 Years
|
|
|
4 Years
|
|
|||||
Expected volatility factor (2)
|
|
6.6
|
%
|
|
26.0
|
%
|
|
24.9
|
%
|
|
25.7
|
%
|
|
28.7
|
%
|
|||||
Risk-free interest rate (3)
|
|
0.7
|
%
|
|
1.6
|
%
|
|
1.6
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
|||||
Actual dividends (4)
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
17.
|
Regulatory requirements
|
•
|
Common Equity Tier 1 ratio 21.02% (required 4.5%);
|
•
|
Tier 1 Capital ratio 21.02% (required 6.0%); and
|
•
|
Total Capital ratio 21.02% (required 8.0%).
|
(Expressed in thousands, except per share amounts)
|
|
|
|
|
|
|
||||||||||||||
|
|
Fiscal Quarters
|
|
|
||||||||||||||||
For the Year Ended December 31, 2019
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Year
|
||||||||||
Revenue
|
|
$
|
295,881
|
|
|
$
|
234,793
|
|
|
$
|
250,935
|
|
|
$
|
251,770
|
|
|
$
|
1,033,379
|
|
Expenses
|
|
260,908
|
|
|
228,297
|
|
|
233,544
|
|
|
235,718
|
|
|
958,467
|
|
|||||
Income before income taxes
|
|
34,973
|
|
|
6,496
|
|
|
17,391
|
|
|
16,052
|
|
|
74,912
|
|
|||||
Income taxes
|
|
9,538
|
|
|
2,547
|
|
|
5,016
|
|
|
4,858
|
|
|
21,959
|
|
|||||
Net income
|
|
$
|
25,435
|
|
|
$
|
3,949
|
|
|
$
|
12,375
|
|
|
$
|
11,194
|
|
|
$
|
52,953
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share
|
|
$
|
1.99
|
|
|
$
|
0.31
|
|
|
$
|
0.95
|
|
|
$
|
0.86
|
|
|
$
|
4.10
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share
|
|
$
|
1.83
|
|
|
$
|
0.29
|
|
|
$
|
0.89
|
|
|
$
|
0.81
|
|
|
$
|
3.82
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid per share
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market price of Class A Stock (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
$
|
29.25
|
|
|
$
|
31.30
|
|
|
$
|
27.42
|
|
|
$
|
28.73
|
|
|
$
|
31.30
|
|
Low
|
|
$
|
27.09
|
|
|
$
|
26.42
|
|
|
$
|
24.34
|
|
|
$
|
25.25
|
|
|
$
|
24.34
|
|
(Expressed in thousands, except per share amounts)
|
|
|
|
|
|
|
||||||||||||||
|
|
Fiscal Quarters
|
|
|
||||||||||||||||
For the Year Ended December 31, 2018
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Year
|
||||||||||
Revenue
|
|
$
|
243,254
|
|
|
$
|
237,814
|
|
|
$
|
242,556
|
|
|
$
|
234,530
|
|
|
$
|
958,154
|
|
Expenses
|
|
227,677
|
|
|
230,660
|
|
|
230,039
|
|
|
224,909
|
|
|
913,285
|
|
|||||
Income before income
|
|
15,577
|
|
|
7,154
|
|
|
12,517
|
|
|
9,621
|
|
|
44,869
|
|
|||||
Income taxes
|
|
7,316
|
|
|
2,083
|
|
|
3,662
|
|
|
2,916
|
|
|
15,977
|
|
|||||
Net income
|
|
$
|
8,261
|
|
|
$
|
5,071
|
|
|
$
|
8,855
|
|
|
$
|
6,705
|
|
|
$
|
28,892
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share
|
|
$
|
0.62
|
|
|
$
|
0.38
|
|
|
$
|
0.67
|
|
|
$
|
0.51
|
|
|
$
|
2.18
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share
|
|
$
|
0.59
|
|
|
$
|
0.36
|
|
|
$
|
0.63
|
|
|
$
|
0.48
|
|
|
$
|
2.05
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid per share
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Market price of Class A Stock (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
$
|
33.76
|
|
|
$
|
34.15
|
|
|
$
|
29.80
|
|
|
$
|
29.00
|
|
|
$
|
34.15
|
|
Low
|
|
$
|
23.52
|
|
|
$
|
27.40
|
|
|
$
|
24.60
|
|
|
$
|
25.25
|
|
|
$
|
23.52
|
|
(Expressed in thousands)
|
Parent
|
|
Guarantor
subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
53,526
|
|
|
$
|
3,826
|
|
|
$
|
33,323
|
|
|
$
|
—
|
|
|
$
|
90,675
|
|
Deposits with clearing organizations
|
—
|
|
|
—
|
|
|
67,678
|
|
|
—
|
|
|
67,678
|
|
|||||
Receivable from brokers, dealers and clearing organizations
|
—
|
|
|
—
|
|
|
166,493
|
|
|
—
|
|
|
166,493
|
|
|||||
Receivable from customers, net of allowance for credit losses of $886
|
—
|
|
|
—
|
|
|
720,777
|
|
|
—
|
|
|
720,777
|
|
|||||
Income tax receivable
|
45,733
|
|
|
23,491
|
|
|
(702
|
)
|
|
(67,508
|
)
|
|
1,014
|
|
|||||
Securities purchased under agreements to resell
|
—
|
|
|
—
|
|
|
290
|
|
|
—
|
|
|
290
|
|
|||||
Securities owned, including amounts pledged of $517,951 at fair value
|
—
|
|
|
1,358
|
|
|
836,226
|
|
|
—
|
|
|
837,584
|
|
|||||
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $25,109 and $6,800, respectively
|
—
|
|
|
—
|
|
|
44,058
|
|
|
—
|
|
|
44,058
|
|
|||||
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $89,182
|
—
|
|
|
20,722
|
|
|
8,266
|
|
|
—
|
|
|
28,988
|
|
|||||
Subordinated loan receivable
|
—
|
|
|
112,558
|
|
|
—
|
|
|
(112,558
|
)
|
|
—
|
|
|||||
Intangible assets
|
—
|
|
|
400
|
|
|
31,700
|
|
|
—
|
|
|
32,100
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
137,889
|
|
|
—
|
|
|
137,889
|
|
|||||
Other assets
|
135
|
|
|
2,581
|
|
|
110,052
|
|
|
—
|
|
|
112,768
|
|
|||||
Deferred tax assets
|
1
|
|
|
455
|
|
|
18,494
|
|
|
(18,950
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
661,837
|
|
|
546,704
|
|
|
—
|
|
|
(1,208,541
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
(14,211
|
)
|
|
46,840
|
|
|
(6,299
|
)
|
|
(26,330
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
747,021
|
|
|
$
|
758,935
|
|
|
$
|
2,168,245
|
|
|
$
|
(1,433,887
|
)
|
|
$
|
2,240,314
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Drafts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,348
|
|
|
$
|
—
|
|
|
$
|
16,348
|
|
Bank call loans
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|||||
Payable to brokers, dealers and clearing organizations
|
—
|
|
|
—
|
|
|
289,207
|
|
|
—
|
|
|
289,207
|
|
|||||
Payable to customers
|
—
|
|
|
—
|
|
|
336,616
|
|
|
—
|
|
|
336,616
|
|
|||||
Securities sold under agreements to repurchase
|
—
|
|
|
—
|
|
|
484,218
|
|
|
—
|
|
|
484,218
|
|
|||||
Securities sold but not yet purchased, at fair value
|
—
|
|
|
—
|
|
|
85,446
|
|
|
—
|
|
|
85,446
|
|
|||||
Accrued compensation
|
—
|
|
|
—
|
|
|
167,348
|
|
|
—
|
|
|
167,348
|
|
|||||
Accounts payable and other liabilities
|
163
|
|
|
31,653
|
|
|
55,823
|
|
|
(9
|
)
|
|
87,630
|
|
|||||
Income tax payable
|
2,440
|
|
|
22,189
|
|
|
42,878
|
|
|
(67,507
|
)
|
|
—
|
|
|||||
Senior secured notes, net of debt issuance costs of $904
|
199,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199,096
|
|
|||||
Subordinated indebtedness
|
—
|
|
|
—
|
|
|
112,558
|
|
|
(112,558
|
)
|
|
—
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
33,029
|
|
|
(18,946
|
)
|
|
14,083
|
|
|||||
Intercompany payables
|
—
|
|
|
26,334
|
|
|
—
|
|
|
(26,334
|
)
|
|
—
|
|
|||||
Total liabilities
|
201,699
|
|
|
80,176
|
|
|
1,638,471
|
|
|
(225,354
|
)
|
|
1,694,992
|
|
|||||
Stockholders' equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders' equity
|
545,322
|
|
|
678,759
|
|
|
529,774
|
|
|
(1,208,533
|
)
|
|
545,322
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
747,021
|
|
|
$
|
758,935
|
|
|
$
|
2,168,245
|
|
|
$
|
(1,433,887
|
)
|
|
$
|
2,240,314
|
|
(Expressed in thousands)
|
Parent
|
|
Guarantor
subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
320,114
|
|
|
$
|
—
|
|
|
$
|
320,114
|
|
Advisory fees
|
—
|
|
|
1,853
|
|
|
356,165
|
|
|
(4,347
|
)
|
|
353,671
|
|
|||||
Investment banking
|
—
|
|
|
—
|
|
|
126,211
|
|
|
—
|
|
|
126,211
|
|
|||||
Bank deposit sweep income
|
—
|
|
|
—
|
|
|
117,422
|
|
|
—
|
|
|
117,422
|
|
|||||
Interest
|
237
|
|
|
8,238
|
|
|
50,538
|
|
|
(8,290
|
)
|
|
50,723
|
|
|||||
Principal transactions, net
|
—
|
|
|
118
|
|
|
29,988
|
|
|
(12
|
)
|
|
30,094
|
|
|||||
Other
|
3
|
|
|
2
|
|
|
35,138
|
|
|
1
|
|
|
35,144
|
|
|||||
Total revenue
|
240
|
|
|
10,211
|
|
|
1,035,576
|
|
|
(12,648
|
)
|
|
1,033,379
|
|
|||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and related expenses
|
1,323
|
|
|
—
|
|
|
656,398
|
|
|
(7
|
)
|
|
657,714
|
|
|||||
Communications and technology
|
172
|
|
|
—
|
|
|
81,416
|
|
|
—
|
|
|
81,588
|
|
|||||
Occupancy and equipment costs
|
—
|
|
|
(1
|
)
|
|
62,198
|
|
|
1
|
|
|
62,198
|
|
|||||
Clearing and exchange fees
|
—
|
|
|
—
|
|
|
21,962
|
|
|
—
|
|
|
21,962
|
|
|||||
Interest
|
12,319
|
|
|
—
|
|
|
41,659
|
|
|
(8,291
|
)
|
|
45,687
|
|
|||||
Other
|
2,814
|
|
|
1,366
|
|
|
89,489
|
|
|
(4,351
|
)
|
|
89,318
|
|
|||||
Total expenses
|
16,628
|
|
|
1,365
|
|
|
953,122
|
|
|
(12,648
|
)
|
|
958,467
|
|
|||||
Income (loss) before income taxes
|
(16,388
|
)
|
|
8,846
|
|
|
82,454
|
|
|
—
|
|
|
74,912
|
|
|||||
Income taxes expenses (benefits)
|
(4,609
|
)
|
|
2,151
|
|
|
24,417
|
|
|
—
|
|
|
21,959
|
|
|||||
Net income (loss)
|
(11,779
|
)
|
|
6,695
|
|
|
58,037
|
|
|
—
|
|
|
52,953
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
64,732
|
|
|
58,037
|
|
|
—
|
|
|
(122,769
|
)
|
|
—
|
|
|||||
Net income
|
52,953
|
|
|
64,732
|
|
|
58,037
|
|
|
(122,769
|
)
|
|
52,953
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1,596
|
|
|
—
|
|
|
1,596
|
|
|||||
Total comprehensive income
|
$
|
52,953
|
|
|
$
|
64,732
|
|
|
$
|
59,633
|
|
|
$
|
(122,769
|
)
|
|
$
|
54,549
|
|
(Expressed in thousands)
|
Parent
|
|
Guarantor
subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
329,668
|
|
|
$
|
—
|
|
|
$
|
329,668
|
|
Advisory fees
|
—
|
|
|
1,938
|
|
|
316,829
|
|
|
(4,418
|
)
|
|
314,349
|
|
|||||
Investment banking
|
—
|
|
|
—
|
|
|
115,353
|
|
|
—
|
|
|
115,353
|
|
|||||
Bank deposit sweep income
|
—
|
|
|
—
|
|
|
116,052
|
|
|
—
|
|
|
116,052
|
|
|||||
Interest
|
66
|
|
|
8,247
|
|
|
52,481
|
|
|
(8,310
|
)
|
|
52,484
|
|
|||||
Principal transactions, net
|
—
|
|
|
—
|
|
|
14,515
|
|
|
(54
|
)
|
|
14,461
|
|
|||||
Other
|
—
|
|
|
443
|
|
|
15,782
|
|
|
(438
|
)
|
|
15,787
|
|
|||||
Total revenue
|
66
|
|
|
10,628
|
|
|
960,680
|
|
|
(13,220
|
)
|
|
958,154
|
|
|||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and related expenses
|
1,548
|
|
|
—
|
|
|
605,644
|
|
|
—
|
|
|
607,192
|
|
|||||
Communications and technology
|
163
|
|
|
—
|
|
|
74,316
|
|
|
—
|
|
|
74,479
|
|
|||||
Occupancy and equipment costs
|
—
|
|
|
—
|
|
|
61,610
|
|
|
(439
|
)
|
|
61,171
|
|
|||||
Clearing and exchange fees
|
—
|
|
|
—
|
|
|
22,985
|
|
|
—
|
|
|
22,985
|
|
|||||
Interest
|
13,500
|
|
|
—
|
|
|
41,205
|
|
|
(8,309
|
)
|
|
46,396
|
|
|||||
Other
|
1,208
|
|
|
4,059
|
|
|
100,213
|
|
|
(4,418
|
)
|
|
101,062
|
|
|||||
Total expenses
|
16,419
|
|
|
4,059
|
|
|
905,973
|
|
|
(13,166
|
)
|
|
913,285
|
|
|||||
Income (loss) before income taxes
|
(16,353
|
)
|
|
6,569
|
|
|
54,707
|
|
|
(54
|
)
|
|
44,869
|
|
|||||
Income taxes expenses (benefits)
|
(4,371
|
)
|
|
2,052
|
|
|
18,296
|
|
|
—
|
|
|
15,977
|
|
|||||
Net income (loss)
|
(11,982
|
)
|
|
4,517
|
|
|
36,411
|
|
|
(54
|
)
|
|
28,892
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
40,874
|
|
|
36,411
|
|
|
—
|
|
|
(77,285
|
)
|
|
—
|
|
|||||
Net income
|
28,892
|
|
|
40,928
|
|
|
36,411
|
|
|
(77,339
|
)
|
|
28,892
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(1,417
|
)
|
|
—
|
|
|
(1,417
|
)
|
|||||
Total comprehensive income
|
$
|
28,892
|
|
|
$
|
40,928
|
|
|
$
|
34,994
|
|
|
$
|
(77,339
|
)
|
|
$
|
27,475
|
|
(Expressed in thousands)
|
Parent
|
|
Guarantor
subsidiaries |
|
Non-guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||||
Commissions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
336,620
|
|
|
$
|
—
|
|
|
$
|
336,620
|
|
Advisory fees
|
—
|
|
|
1,752
|
|
|
323,114
|
|
|
(4,120
|
)
|
|
320,746
|
|
|||||
Investment banking
|
—
|
|
|
—
|
|
|
81,215
|
|
|
(3,000
|
)
|
|
78,215
|
|
|||||
Bank deposit sweep income
|
—
|
|
|
—
|
|
|
76,839
|
|
|
—
|
|
|
76,839
|
|
|||||
Interest
|
—
|
|
|
9,589
|
|
|
48,548
|
|
|
(9,639
|
)
|
|
48,498
|
|
|||||
Principal transactions, net
|
—
|
|
|
17
|
|
|
23,256
|
|
|
—
|
|
|
23,273
|
|
|||||
Other
|
22
|
|
|
361
|
|
|
36,123
|
|
|
(359
|
)
|
|
36,147
|
|
|||||
Total revenue
|
22
|
|
|
11,719
|
|
|
925,715
|
|
|
(17,118
|
)
|
|
920,338
|
|
|||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and related expenses
|
1,237
|
|
|
—
|
|
|
600,901
|
|
|
—
|
|
|
602,138
|
|
|||||
Communications and technology
|
160
|
|
|
—
|
|
|
71,818
|
|
|
—
|
|
|
71,978
|
|
|||||
Occupancy and equipment costs
|
—
|
|
|
—
|
|
|
61,523
|
|
|
(359
|
)
|
|
61,164
|
|
|||||
Clearing and exchange fees
|
—
|
|
|
—
|
|
|
23,545
|
|
|
—
|
|
|
23,545
|
|
|||||
Interest
|
13,740
|
|
|
—
|
|
|
24,253
|
|
|
(9,639
|
)
|
|
28,354
|
|
|||||
Other
|
4,969
|
|
|
1,382
|
|
|
114,376
|
|
|
(7,120
|
)
|
|
113,607
|
|
|||||
Total expenses
|
20,106
|
|
|
1,382
|
|
|
896,416
|
|
|
(17,118
|
)
|
|
900,786
|
|
|||||
Income (loss) before income taxes
|
(20,084
|
)
|
|
10,337
|
|
|
29,299
|
|
|
—
|
|
|
19,552
|
|
|||||
Income taxes expenses (benefits)
|
(7,110
|
)
|
|
(12,655
|
)
|
|
17,631
|
|
|
—
|
|
|
(2,134
|
)
|
|||||
Net income (loss) from continuing operations
|
(12,974
|
)
|
|
22,992
|
|
|
11,668
|
|
|
—
|
|
|
21,686
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
2,071
|
|
|
—
|
|
|
2,071
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
941
|
|
|
—
|
|
|
941
|
|
|||||
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
1,130
|
|
|
—
|
|
|
1,130
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
35,790
|
|
|
12,798
|
|
|
—
|
|
|
(48,588
|
)
|
|
—
|
|
|||||
Net income
|
22,816
|
|
|
35,790
|
|
|
12,798
|
|
|
(48,588
|
)
|
|
22,816
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
2,263
|
|
|
—
|
|
|
2,263
|
|
|||||
Total comprehensive income
|
$
|
22,816
|
|
|
$
|
35,790
|
|
|
$
|
15,061
|
|
|
$
|
(48,588
|
)
|
|
$
|
25,079
|
|
(Expressed in thousands)
|
Parent
|
|
Guarantor
subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used in) operating activities
|
$
|
18,248
|
|
|
$
|
(1,647
|
)
|
|
$
|
62,541
|
|
|
$
|
—
|
|
|
$
|
79,142
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of furniture, equipment and leasehold improvements
|
—
|
|
|
—
|
|
|
(10,024
|
)
|
|
—
|
|
|
(10,024
|
)
|
|||||
Proceeds from the settlement of Company-owned life insurance
|
—
|
|
|
—
|
|
|
1,720
|
|
|
—
|
|
|
1,720
|
|
|||||
Cash used in investing activities
|
—
|
|
|
—
|
|
|
(8,304
|
)
|
|
—
|
|
|
(8,304
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends paid on Class A non-voting and Class B voting common stock
|
(5,944
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,944
|
)
|
|||||
Issuance of Class A non-voting common stock
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Repurchase of Class A non-voting common stock for cancellation
|
(8,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,400
|
)
|
|||||
Payments of employee taxes withheld related to vested share-based awards
|
(1,014
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,014
|
)
|
|||||
Redemption of senior secured notes
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|||||
Debt redemption costs
|
(1,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,688
|
)
|
|||||
Decrease in bank call loans, net
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|
(15,000
|
)
|
|||||
Cash used in financing activities
|
(66,963
|
)
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|
(81,963
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(48,715
|
)
|
|
(1,647
|
)
|
|
39,237
|
|
|
—
|
|
|
(11,125
|
)
|
|||||
Cash and cash equivalents, beginning of the year
|
53,526
|
|
|
3,826
|
|
|
33,323
|
|
|
—
|
|
|
90,675
|
|
|||||
Cash and cash equivalents, end of the year
|
$
|
4,811
|
|
|
$
|
2,179
|
|
|
$
|
72,560
|
|
|
$
|
—
|
|
|
$
|
79,550
|
|
(Expressed in thousands)
|
Parent
|
|
Guarantor
subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
60,270
|
|
|
$
|
510
|
|
|
$
|
107,790
|
|
|
$
|
—
|
|
|
$
|
168,570
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of furniture, equipment and leasehold improvements
|
—
|
|
|
—
|
|
|
(8,672
|
)
|
|
—
|
|
|
(8,672
|
)
|
|||||
Purchase of intangible assets
|
—
|
|
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|||||
Proceeds from the settlement of Company-owned life insurance
|
—
|
|
|
—
|
|
|
881
|
|
|
—
|
|
|
881
|
|
|||||
Cash used in investing activities
|
—
|
|
|
(400
|
)
|
|
(7,791
|
)
|
|
—
|
|
|
(8,191
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends paid on Class A non-voting and Class B voting common stock
|
(5,833
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,833
|
)
|
|||||
Cash dividends paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
(372
|
)
|
|||||
Issuance of Class A non-voting common stock
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||
Repurchase of Class A non-voting common stock for cancellation
|
(5,894
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,894
|
)
|
|||||
Payments of employee taxes withheld related to vested share-based awards
|
(2,529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,529
|
)
|
|||||
Decrease in bank call loans, net
|
—
|
|
|
—
|
|
|
(103,300
|
)
|
|
—
|
|
|
(103,300
|
)
|
|||||
Cash used in financing activities
|
(14,186
|
)
|
|
—
|
|
|
(103,672
|
)
|
|
—
|
|
|
(117,858
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
46,084
|
|
|
110
|
|
|
(3,673
|
)
|
|
—
|
|
|
42,521
|
|
|||||
Cash and cash equivalents, beginning of the year
|
7,442
|
|
|
3,716
|
|
|
36,996
|
|
|
—
|
|
|
48,154
|
|
|||||
Cash and cash equivalents, end of the year
|
$
|
53,526
|
|
|
$
|
3,826
|
|
|
$
|
33,323
|
|
|
$
|
—
|
|
|
$
|
90,675
|
|
(Expressed in thousands)
|
Parent
|
|
Guarantor
subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used in) operating activities
|
$
|
(25,979
|
)
|
|
$
|
(6,568
|
)
|
|
$
|
16,411
|
|
|
$
|
—
|
|
|
$
|
(16,136
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of furniture, equipment and leasehold improvements
|
—
|
|
|
—
|
|
|
(5,611
|
)
|
|
—
|
|
|
(5,611
|
)
|
|||||
Proceeds from the settlement of Company-owned life insurance
|
—
|
|
|
—
|
|
|
1,744
|
|
|
—
|
|
|
1,744
|
|
|||||
Cash used in investing activities
|
—
|
|
|
—
|
|
|
(3,867
|
)
|
|
—
|
|
|
(3,867
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends paid on Class A non-voting and Class B voting common stock
|
(5,836
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,836
|
)
|
|||||
Cash dividends paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(2,448
|
)
|
|
—
|
|
|
(2,448
|
)
|
|||||
Issuance of Class A non-voting common stock
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Repurchase of Class A non-voting common stock for cancellation
|
(7,464
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,464
|
)
|
|||||
Payments of employee taxes withheld related to vested share-based awards
|
(2,237
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,237
|
)
|
|||||
Issuance of senior secured notes
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Redemption of senior secured notes
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,000
|
)
|
|||||
Debt issuance costs
|
(1,297
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,297
|
)
|
|||||
Decrease in bank call loans, net
|
—
|
|
|
—
|
|
|
(27,500
|
)
|
|
—
|
|
|
(27,500
|
)
|
|||||
Cash provided by (used in) financing activities
|
33,192
|
|
|
—
|
|
|
(29,948
|
)
|
|
—
|
|
|
3,244
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
7,213
|
|
|
(6,568
|
)
|
|
(17,404
|
)
|
|
—
|
|
|
(16,759
|
)
|
|||||
Cash and cash equivalents, beginning of the year
|
229
|
|
|
10,284
|
|
|
54,400
|
|
|
—
|
|
|
64,913
|
|
|||||
Cash and cash equivalents, end of the year
|
$
|
7,442
|
|
|
$
|
3,716
|
|
|
$
|
36,996
|
|
|
$
|
—
|
|
|
$
|
48,154
|
|
(a)
|
(i) Financial Statements
|
(b)
|
Exhibits
|
(c)
|
Financial Statement Schedules excluded from the annual report to stockholders
|
Number
|
|
Description
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2019 and December 31, 20178, (ii) the Consolidated Statements of Income for the three years ended December 31, 2019, 2018 and 2017, (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, 2019, 2018 and 2017, (iv) the Consolidated Statements of Changes in Stockholders' Equity for the three years ended December 31, 2019, 2018 and 2017, (v) the Consolidated Statements of Cash Flows for the three years ended December 31, 2019, 2018 and 2017, and (vi) the notes to the Consolidated Financial Statements.*
|
|
*
|
This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
OPPENHEIMER HOLDINGS INC.
|
|
BY: /s/ Jeffrey J. Alfano
|
Jeffrey J. Alfano, Chief Financial Officer
|
(on behalf of the Registrant)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ J.J. Alfano
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
March 2, 2020
|
J.J. Alfano
|
|
|
|
|
|
|
|
||
/s/ E. Behrens
|
|
Director
|
|
March 2, 2020
|
E. Behrens
|
|
|
|
|
|
|
|
||
/s/ T. Dwyer
|
|
Director
|
|
March 2, 2020
|
T. Dwyer
|
|
|
|
|
|
|
|
|
|
/s/ W. Ehrhardt
|
|
Director
|
|
March 2, 2020
|
W. Ehrhardt
|
|
|
|
|
|
|
|
||
/s/ P. Friedman
|
|
Director
|
|
March 2, 2020
|
P. Friedman
|
|
|
|
|
|
|
|
||
/s/ L. Roth
|
|
Director
|
|
March 2, 2020
|
L. Roth
|
|
|
|
|
|
|
|
||
/s/ A.G. Lowenthal
|
|
Chairman, Chief Executive Officer (Principal Executive Officer), Director
|
|
March 2, 2020
|
A.G. Lowenthal
|
|
|
|
|
|
|
|
||
/s/ R.S. Lowenthal
|
|
Director
|
|
March 2, 2020
|
R.S. Lowenthal
|
|
|
|
|
|
|
|
||
/s/ A.W. Oughtred
|
|
Director
|
|
March 2, 2020
|
A.W. Oughtred
|
|
|
|
|
|
|
|
||
/s/ D. Glasser
|
|
Director
|
|
March 2, 2020
|
D. Glasser
|
|
|
|
|
Company
|
Jurisdiction of Incorporation or Formation
|
Oppenheimer & Co. Inc.
|
Delaware
|
E.A. Viner International Co.
|
Delaware
|
Oppenheimer Asset Management Inc.
|
New York
|
Oppenheimer Europe Ltd.
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K of Oppenheimer Holdings Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Albert G. Lowenthal
|
Name: Albert G. Lowenthal
|
Title: Chief Executive Officer
|
March 2, 2020
|
1.
|
I have reviewed this annual report on Form 10-K of Oppenheimer Holdings Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jeffrey J. Alfano
|
Name: Jeffrey J. Alfano
|
Title: Chief Financial Officer
|
March 2, 2020
|