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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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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
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30-0168701
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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800 Nicollet Mall, Suite 1000
Minneapolis, Minnesota
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55402
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(Address of Principal Executive Offices)
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(Zip Code)
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(612) 303-6000
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(Registrant’s Telephone Number, Including Area Code)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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PART I. FINANCIAL INFORMATION
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|||
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II. OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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June 30,
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December 31,
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||||
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2017
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2016
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||||
(Amounts in thousands, except share data)
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(Unaudited)
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||||
Assets
|
|
|
|
||||
Cash and cash equivalents
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$
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26,170
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|
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$
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41,359
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|
Cash and cash equivalents segregated for regulatory purposes
|
17,065
|
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29,015
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Receivables:
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|
|
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||||
Customers
|
31,394
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31,917
|
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Brokers, dealers and clearing organizations
|
187,435
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212,730
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Securities purchased under agreements to resell
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148,892
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159,697
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||||
Financial instruments and other inventory positions owned
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530,335
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464,610
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Financial instruments and other inventory positions owned and pledged as collateral
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414,156
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594,361
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Total financial instruments and other inventory positions owned
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944,491
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1,058,971
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||||
Fixed assets (net of accumulated depreciation and amortization of $59,365 and $58,308, respectively)
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24,826
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25,343
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Goodwill
|
196,218
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196,218
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Intangible assets (net of accumulated amortization of $77,661 and $70,017, respectively)
|
29,590
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37,234
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Investments
|
164,161
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168,057
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Other assets
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161,091
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|
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164,962
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Total assets
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$
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1,931,333
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$
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2,125,503
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Liabilities and Shareholders’ Equity
|
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Short-term financing
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$
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330,423
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$
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418,832
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Senior notes
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125,000
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175,000
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Payables:
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||||
Customers
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28,258
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29,352
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Brokers, dealers and clearing organizations
|
42,867
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40,842
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Securities sold under agreements to repurchase
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10,795
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15,046
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Financial instruments and other inventory positions sold, but not yet purchased
|
330,317
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299,357
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Accrued compensation
|
187,823
|
|
|
288,255
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Other liabilities and accrued expenses
|
41,111
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42,553
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Total liabilities
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1,096,594
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1,309,237
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||||
Shareholders’ equity:
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Common stock, $0.01 par value:
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Shares authorized: 100,000,000 at June 30, 2017 and December 31, 2016;
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Shares issued: 19,511,708 at June 30, 2017 and 19,535,307 at December 31, 2016;
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Shares outstanding: 12,873,251 at June 30, 2017 and 12,391,970 at December 31, 2016
|
195
|
|
|
195
|
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Additional paid-in capital
|
784,160
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788,927
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Retained earnings
|
281,553
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257,188
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Less common stock held in treasury, at cost: 6,638,457 at June 30, 2017 and 7,143,337 shares at December 31, 2016
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(274,729
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)
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(284,461
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)
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Accumulated other comprehensive loss
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(1,604
|
)
|
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(2,599
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)
|
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Total common shareholders’ equity
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789,575
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|
759,250
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||||
Noncontrolling interests
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45,164
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57,016
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Total shareholders’ equity
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834,739
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816,266
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||||
Total liabilities and shareholders’ equity
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$
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1,931,333
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$
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2,125,503
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Three Months Ended
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Six Months Ended
|
||||||||||||
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June 30,
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June 30,
|
||||||||||||
(Amounts in thousands, except per share data)
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2017
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2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
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Investment banking
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$
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138,528
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$
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97,414
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$
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270,778
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$
|
201,352
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Institutional brokerage
|
37,074
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48,185
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|
|
76,210
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|
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80,234
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Asset management
|
15,186
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|
|
14,595
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|
|
31,193
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|
|
28,443
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|
||||
Interest
|
7,766
|
|
|
7,922
|
|
|
15,485
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|
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16,751
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|
||||
Investment income
|
5,453
|
|
|
8,276
|
|
|
15,828
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|
|
9,213
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||||||||
Total revenues
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204,007
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|
|
176,392
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|
|
409,494
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335,993
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||||
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|
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||||||||
Interest expense
|
6,262
|
|
|
5,909
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|
|
11,220
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|
|
11,954
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||||
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||||||||
Net revenues
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197,745
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|
170,483
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398,274
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|
324,039
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|
||||||||
Non-interest expenses:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
134,314
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|
117,148
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|
268,692
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|
|
221,584
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|
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Outside services
|
9,789
|
|
|
10,184
|
|
|
20,117
|
|
|
18,635
|
|
||||
Occupancy and equipment
|
8,257
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|
|
8,850
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|
|
16,719
|
|
|
16,568
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|
||||
Communications
|
7,273
|
|
|
7,294
|
|
|
14,889
|
|
|
14,624
|
|
||||
Marketing and business development
|
8,282
|
|
|
9,171
|
|
|
15,829
|
|
|
16,175
|
|
||||
Trade execution and clearance
|
1,928
|
|
|
1,916
|
|
|
3,739
|
|
|
3,678
|
|
||||
Restructuring and integration costs
|
—
|
|
|
3,433
|
|
|
—
|
|
|
10,206
|
|
||||
Intangible asset amortization expense
|
3,822
|
|
|
4,094
|
|
|
7,644
|
|
|
7,390
|
|
||||
Back office conversion costs
|
868
|
|
|
—
|
|
|
1,734
|
|
|
—
|
|
||||
Other operating expenses
|
3,345
|
|
|
1,884
|
|
|
6,235
|
|
|
5,228
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total non-interest expenses
|
177,878
|
|
|
163,974
|
|
|
355,598
|
|
|
314,088
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income tax expense
|
19,867
|
|
|
6,509
|
|
|
42,676
|
|
|
9,951
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
4,906
|
|
|
1,996
|
|
|
4,511
|
|
|
2,252
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
14,961
|
|
|
4,513
|
|
|
38,165
|
|
|
7,699
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to noncontrolling interests
|
1,388
|
|
|
2,575
|
|
|
4,317
|
|
|
3,324
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to Piper Jaffray Companies
|
$
|
13,573
|
|
|
$
|
1,938
|
|
|
$
|
33,848
|
|
|
$
|
4,375
|
|
|
|
|
|
|
|
|
|
||||||||
Net income applicable to Piper Jaffray Companies’ common shareholders
|
$
|
11,522
|
|
|
$
|
1,577
|
|
|
$
|
28,412
|
|
|
$
|
3,685
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.89
|
|
|
$
|
0.12
|
|
|
$
|
2.24
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.12
|
|
|
$
|
2.21
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.31
|
|
|
$
|
—
|
|
|
$
|
0.63
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
12,826
|
|
|
12,927
|
|
|
12,711
|
|
|
13,043
|
|
||||
Diluted
|
12,937
|
|
|
12,942
|
|
|
12,930
|
|
|
13,056
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
14,961
|
|
|
$
|
4,513
|
|
|
$
|
38,165
|
|
|
$
|
7,699
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
772
|
|
|
(853
|
)
|
|
995
|
|
|
(1,256
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
15,733
|
|
|
3,660
|
|
|
39,160
|
|
|
6,443
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income applicable to noncontrolling interests
|
1,388
|
|
|
2,575
|
|
|
4,317
|
|
|
3,324
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income applicable to Piper Jaffray Companies
|
$
|
14,345
|
|
|
$
|
1,085
|
|
|
$
|
34,843
|
|
|
$
|
3,119
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
38,165
|
|
|
$
|
7,699
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of fixed assets
|
3,486
|
|
|
3,088
|
|
||
Deferred income taxes
|
8,301
|
|
|
8,184
|
|
||
Stock-based and deferred compensation
|
12,881
|
|
|
25,884
|
|
||
Amortization of intangible assets
|
7,644
|
|
|
7,390
|
|
||
Amortization of forgivable loans
|
3,717
|
|
|
4,567
|
|
||
Decrease/(increase) in operating assets:
|
|
|
|
||||
Cash and cash equivalents segregated for regulatory purposes
|
11,950
|
|
|
38,994
|
|
||
Receivables:
|
|
|
|
||||
Customers
|
520
|
|
|
(9,071
|
)
|
||
Brokers, dealers and clearing organizations
|
25,295
|
|
|
47,311
|
|
||
Securities purchased under agreements to resell
|
12,682
|
|
|
(5,490
|
)
|
||
Net financial instruments and other inventory positions owned
|
145,440
|
|
|
(5,425
|
)
|
||
Investments
|
3,896
|
|
|
(12,529
|
)
|
||
Other assets
|
(7,669
|
)
|
|
(15,927
|
)
|
||
Increase/(decrease) in operating liabilities:
|
|
|
|
||||
Payables:
|
|
|
|
||||
Customers
|
(1,094
|
)
|
|
10,027
|
|
||
Brokers, dealers and clearing organizations
|
2,025
|
|
|
84,137
|
|
||
Securities sold under agreements to repurchase
|
(6,128
|
)
|
|
(6,086
|
)
|
||
Accrued compensation
|
(86,526
|
)
|
|
(105,857
|
)
|
||
Other liabilities and accrued expenses
|
(1,405
|
)
|
|
(15,547
|
)
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
173,180
|
|
|
61,349
|
|
||
|
|
|
|
||||
Investing Activities:
|
|
|
|
||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(71,019
|
)
|
||
Purchases of fixed assets, net
|
(3,034
|
)
|
|
(4,245
|
)
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(3,034
|
)
|
|
(75,264
|
)
|
||
|
|
|
|
||||
Continued on next page
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Financing Activities:
|
|
|
|
||||
Increase/(decrease) in short-term financing
|
$
|
(88,409
|
)
|
|
$
|
55,656
|
|
Repayment of variable rate senior notes
|
(50,000
|
)
|
|
—
|
|
||
Decrease in securities sold under agreements to repurchase
|
—
|
|
|
(5,502
|
)
|
||
Payment of cash dividend
|
(9,483
|
)
|
|
—
|
|
||
Increase/(decrease) in noncontrolling interests
|
(16,169
|
)
|
|
9,178
|
|
||
Repurchase of common stock
|
(23,597
|
)
|
|
(62,142
|
)
|
||
Reduced tax benefit from stock-based compensation
|
—
|
|
|
(113
|
)
|
||
Proceeds from stock option exercises
|
1,703
|
|
|
82
|
|
||
|
|
|
|
||||
Net cash used in financing activities
|
(185,955
|
)
|
|
(2,841
|
)
|
||
|
|
|
|
||||
Currency adjustment:
|
|
|
|
||||
Effect of exchange rate changes on cash
|
620
|
|
|
(910
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(15,189
|
)
|
|
(17,666
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
41,359
|
|
|
189,910
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
26,170
|
|
|
$
|
172,244
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information –
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
11,134
|
|
|
$
|
12,361
|
|
Income taxes
|
$
|
7,843
|
|
|
$
|
21,559
|
|
|
|
|
|
||||
Non-cash investing activities –
|
|
|
|
||||
Issuance of common stock related to the acquisition of Simmons & Company International:
|
|
|
|
||||
25,525 shares for the six months ended June 30, 2016
|
$
|
—
|
|
|
$
|
1,074
|
|
|
|
|
|
||||
Non-cash financing activities –
|
|
|
|
||||
Issuance of restricted common stock for annual equity award:
|
|
|
|
||||
198,981 shares and 843,889 shares for the six months ended June 30, 2017 and 2016, respectively
|
$
|
16,187
|
|
|
$
|
35,089
|
|
Note 1
|
|
||
Note 2
|
|
||
Note 3
|
|
||
Note 4
|
|
||
Note 5
|
|
||
Note 6
|
|
||
Note 7
|
|
||
Note 8
|
|
||
Note 9
|
|
||
Note 10
|
|
||
Note 11
|
|
||
Note 12
|
|
||
Note 13
|
|
||
Note 14
|
|
||
Note 15
|
|
||
Note 16
|
|
||
Note 17
|
|
||
Note 18
|
|
||
Note 19
|
|
||
Note 20
|
|
|
|
Six Months Ended
|
||
(Dollars in thousands)
|
|
June 30, 2016
|
||
Net revenues
|
|
$
|
331,836
|
|
Net income applicable to Piper Jaffray Companies
|
|
1,282
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Financial instruments and other inventory positions owned:
|
|
|
|
||||
Corporate securities:
|
|
|
|
||||
Equity securities
|
$
|
45,412
|
|
|
$
|
6,363
|
|
Convertible securities
|
71,288
|
|
|
103,486
|
|
||
Fixed income securities
|
44,672
|
|
|
21,018
|
|
||
Municipal securities:
|
|
|
|
||||
Taxable securities
|
61,482
|
|
|
63,090
|
|
||
Tax-exempt securities
|
350,756
|
|
|
559,329
|
|
||
Short-term securities
|
52,249
|
|
|
35,175
|
|
||
Mortgage-backed securities
|
4,251
|
|
|
5,638
|
|
||
U.S. government agency securities
|
274,810
|
|
|
205,685
|
|
||
U.S. government securities
|
14,960
|
|
|
29,970
|
|
||
Derivative contracts
|
24,611
|
|
|
29,217
|
|
||
Total financial instruments and other inventory positions owned
|
944,491
|
|
|
1,058,971
|
|
||
|
|
|
|
||||
Less noncontrolling interests (1)
|
—
|
|
|
(57,700
|
)
|
||
|
$
|
944,491
|
|
|
$
|
1,001,271
|
|
|
|
|
|
||||
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
||||
Corporate securities:
|
|
|
|
||||
Equity securities
|
$
|
98,548
|
|
|
$
|
89,453
|
|
Fixed income securities
|
23,962
|
|
|
17,324
|
|
||
U.S. government agency securities
|
19,362
|
|
|
6,723
|
|
||
U.S. government securities
|
182,653
|
|
|
180,650
|
|
||
Derivative contracts
|
5,792
|
|
|
5,207
|
|
||
Total financial instruments and other inventory positions sold, but not yet purchased
|
330,317
|
|
|
299,357
|
|
||
|
|
|
|
||||
Less noncontrolling interests (2)
|
—
|
|
|
(631
|
)
|
||
|
$
|
330,317
|
|
|
$
|
298,726
|
|
(1)
|
Noncontrolling interests attributable to third party ownership in a consolidated municipal bond fund consist of
$1.3 million
of taxable municipal securities,
$55.2 million
of tax-exempt municipal securities, and
$1.2 million
of derivative contracts as of
December 31, 2016
.
|
(2)
|
Noncontrolling interests attributable to third party ownership in a consolidated municipal bond fund consist of U.S. government securities as of
December 31, 2016
.
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(Dollars in thousands)
|
|
Derivative
|
|
Derivative
|
|
Notional
|
|
Derivative
|
|
Derivative
|
|
Notional
|
||||||||||||
Derivative Category
|
|
Assets (1)
|
|
Liabilities (2)
|
|
Amount
|
|
Assets (1)
|
|
Liabilities (2)
|
|
Amount
|
||||||||||||
Interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer matched-book
|
|
$
|
276,205
|
|
|
$
|
260,806
|
|
|
$
|
3,224,655
|
|
|
$
|
288,955
|
|
|
$
|
272,819
|
|
|
$
|
3,330,207
|
|
Trading securities
|
|
383
|
|
|
5,831
|
|
|
327,850
|
|
|
13,952
|
|
|
1,707
|
|
|
423,550
|
|
||||||
Credit default swap index
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading securities
|
|
—
|
|
|
4,304
|
|
|
110,000
|
|
|
—
|
|
|
127
|
|
|
7,470
|
|
||||||
|
|
$
|
276,588
|
|
|
$
|
270,941
|
|
|
$
|
3,662,505
|
|
|
$
|
302,907
|
|
|
$
|
274,653
|
|
|
$
|
3,761,227
|
|
(1)
|
Derivative assets are included within financial instruments and other inventory positions owned on the consolidated statements of financial condition.
|
(2)
|
Derivative liabilities are included within financial instruments and other inventory positions sold, but not yet purchased on the consolidated statements of financial condition.
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
Derivative Category
|
|
Operations Category
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest rate derivative contract
|
|
Investment banking
|
|
$
|
(483
|
)
|
|
$
|
(880
|
)
|
|
$
|
(775
|
)
|
|
$
|
(2,052
|
)
|
Interest rate derivative contract
|
|
Institutional brokerage
|
|
(2,917
|
)
|
|
(9,363
|
)
|
|
(17,655
|
)
|
|
(7,619
|
)
|
||||
Credit default swap index contract
|
|
Institutional brokerage
|
|
(77
|
)
|
|
3,495
|
|
|
178
|
|
|
3,884
|
|
||||
Futures and equity option derivative contracts
|
|
Institutional brokerage
|
|
—
|
|
|
119
|
|
|
—
|
|
|
148
|
|
||||
|
|
|
|
$
|
(3,477
|
)
|
|
$
|
(6,629
|
)
|
|
$
|
(18,252
|
)
|
|
$
|
(5,639
|
)
|
|
Valuation
|
|
|
|
|
|
Weighted
|
|
Technique
|
|
Unobservable Input
|
|
Range
|
|
Average
|
Assets:
|
|
|
|
|
|
|
|
Financial instruments and other inventory positions owned:
|
|
|
|
|
|
|
|
Municipal securities:
|
|
|
|
|
|
|
|
Tax-exempt securities
|
Discounted cash flow
|
|
Expected recovery rate (% of par) (2)
|
|
5 - 60%
|
|
19.4%
|
Short-term securities
|
Discounted cash flow
|
|
Expected recovery rate (% of par) (2)
|
|
66 - 94%
|
|
91.0%
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
Collateralized by residential mortgages
|
Discounted cash flow
|
|
Credit default rates (3)
|
|
0 - 4%
|
|
0.9%
|
|
|
|
Prepayment rates (4)
|
|
7 - 22%
|
|
16.0%
|
|
|
|
Loss severity (3)
|
|
0 - 100%
|
|
30.7%
|
|
|
|
Valuation yields (3)
|
|
3 - 6%
|
|
4.1%
|
Derivative contracts:
|
|
|
|
|
|
|
|
Interest rate locks
|
Discounted cash flow
|
|
Premium over the MMD curve (1)
|
|
9 - 30 bps
|
|
24.0 bps
|
Investments at fair value:
|
|
|
|
|
|
|
|
Equity securities in private companies
|
Market approach
|
|
Revenue multiple (2)
|
|
2 - 5 times
|
|
4.4 times
|
|
|
|
EBITDA multiple (2)
|
|
11 - 15 times
|
|
12.7 times
|
|
|
|
Gross profit multiple (2)
|
|
8 times
|
|
8.0 times
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
|
|
|
|
Derivative contracts:
|
|
|
|
|
|
|
|
Interest rate locks
|
Discounted cash flow
|
|
Premium over the MMD curve (1)
|
|
2 - 36 bps
|
|
16.2 bps
|
(1)
|
Significant increase/(decrease) in the unobservable input in isolation would result in a significantly lower/(higher) fair value measurement.
|
(2)
|
Significant increase/(decrease) in the unobservable input in isolation would result in a significantly higher/(lower) fair value measurement.
|
(3)
|
Significant changes in any of these inputs in isolation could result in a significantly different fair value. Generally, a change in the assumption used for credit default rates is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally inverse change in the assumption for valuation yields.
|
(4)
|
The potential impact of changes in prepayment rates on fair value is dependent on other security-specific factors, such as the par value and structure. Changes in the prepayment rates may result in directionally similar or directionally inverse changes in fair value depending on whether the security trades at a premium or discount to the par value.
|
|
|
|
|
|
|
|
Counterparty
|
|
|
||||||||||
|
|
|
|
|
|
|
and Cash
|
|
|
||||||||||
|
|
|
|
|
|
|
Collateral
|
|
|
||||||||||
(Dollars in thousands)
|
Level I
|
|
Level II
|
|
Level III
|
|
Netting (1)
|
|
Total
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments and other inventory positions owned:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
446
|
|
|
$
|
44,966
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,412
|
|
Convertible securities
|
—
|
|
|
71,288
|
|
|
—
|
|
|
—
|
|
|
71,288
|
|
|||||
Fixed income securities
|
—
|
|
|
44,672
|
|
|
—
|
|
|
—
|
|
|
44,672
|
|
|||||
Municipal securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable securities
|
—
|
|
|
61,482
|
|
|
—
|
|
|
—
|
|
|
61,482
|
|
|||||
Tax-exempt securities
|
—
|
|
|
349,639
|
|
|
1,117
|
|
|
—
|
|
|
350,756
|
|
|||||
Short-term securities
|
—
|
|
|
51,528
|
|
|
721
|
|
|
—
|
|
|
52,249
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
—
|
|
|
4,251
|
|
|
—
|
|
|
4,251
|
|
|||||
U.S. government agency securities
|
—
|
|
|
274,810
|
|
|
—
|
|
|
—
|
|
|
274,810
|
|
|||||
U.S. government securities
|
14,960
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,960
|
|
|||||
Derivative contracts
|
—
|
|
|
276,205
|
|
|
383
|
|
|
(251,977
|
)
|
|
24,611
|
|
|||||
Total financial instruments and other inventory positions owned
|
15,406
|
|
|
1,174,590
|
|
|
6,472
|
|
|
(251,977
|
)
|
|
944,491
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
|
1,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,701
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments at fair value
|
37,461
|
|
|
—
|
|
|
113,885
|
|
(2)
|
—
|
|
|
151,346
|
|
|||||
Total assets
|
$
|
54,568
|
|
|
$
|
1,174,590
|
|
|
$
|
120,357
|
|
|
$
|
(251,977
|
)
|
|
$
|
1,097,538
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
98,548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98,548
|
|
Fixed income securities
|
—
|
|
|
23,962
|
|
|
—
|
|
|
—
|
|
|
23,962
|
|
|||||
U.S. government agency securities
|
—
|
|
|
19,362
|
|
|
—
|
|
|
—
|
|
|
19,362
|
|
|||||
U.S. government securities
|
182,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182,653
|
|
|||||
Derivative contracts
|
—
|
|
|
265,368
|
|
|
5,573
|
|
|
(265,149
|
)
|
|
5,792
|
|
|||||
Total financial instruments and other inventory positions sold, but not yet purchased
|
$
|
281,201
|
|
|
$
|
308,692
|
|
|
$
|
5,573
|
|
|
$
|
(265,149
|
)
|
|
$
|
330,317
|
|
(1)
|
Represents cash collateral and the impact of netting on a counterparty basis. The Company had
no
securities posted as collateral to its counterparties.
|
(2)
|
Noncontrolling interests of
$41.2 million
are attributable to third party ownership in consolidated merchant banking and senior living funds.
|
|
|
|
|
|
|
|
Counterparty
|
|
|
||||||||||
|
|
|
|
|
|
|
and Cash
|
|
|
||||||||||
|
|
|
|
|
|
|
Collateral
|
|
|
||||||||||
(Dollars in thousands)
|
Level I
|
|
Level II
|
|
Level III
|
|
Netting (1)
|
|
Total
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments and other inventory positions owned:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
82
|
|
|
$
|
6,281
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,363
|
|
Convertible securities
|
—
|
|
|
103,486
|
|
|
—
|
|
|
—
|
|
|
103,486
|
|
|||||
Fixed income securities
|
—
|
|
|
21,018
|
|
|
—
|
|
|
—
|
|
|
21,018
|
|
|||||
Municipal securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable securities
|
—
|
|
|
60,404
|
|
|
2,686
|
|
|
—
|
|
|
63,090
|
|
|||||
Tax-exempt securities
|
—
|
|
|
558,252
|
|
|
1,077
|
|
|
—
|
|
|
559,329
|
|
|||||
Short-term securities
|
—
|
|
|
34,431
|
|
|
744
|
|
|
—
|
|
|
35,175
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
273
|
|
|
5,365
|
|
|
—
|
|
|
5,638
|
|
|||||
U.S. government agency securities
|
—
|
|
|
205,685
|
|
|
—
|
|
|
—
|
|
|
205,685
|
|
|||||
U.S. government securities
|
29,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,970
|
|
|||||
Derivative contracts
|
—
|
|
|
288,955
|
|
|
13,952
|
|
|
(273,690
|
)
|
|
29,217
|
|
|||||
Total financial instruments and other inventory positions owned
|
30,052
|
|
|
1,278,785
|
|
|
23,824
|
|
|
(273,690
|
)
|
|
1,058,971
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
|
768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
768
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments at fair value
|
32,783
|
|
|
—
|
|
|
123,319
|
|
(2)
|
—
|
|
|
156,102
|
|
|||||
Total assets
|
$
|
63,603
|
|
|
$
|
1,278,785
|
|
|
$
|
147,143
|
|
|
$
|
(273,690
|
)
|
|
$
|
1,215,841
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
89,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89,453
|
|
Fixed income securities
|
—
|
|
|
17,324
|
|
|
—
|
|
|
—
|
|
|
17,324
|
|
|||||
U.S. government agency securities
|
—
|
|
|
6,723
|
|
|
—
|
|
|
—
|
|
|
6,723
|
|
|||||
U.S. government securities
|
180,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,650
|
|
|||||
Derivative contracts
|
—
|
|
|
273,166
|
|
|
1,487
|
|
|
(269,446
|
)
|
|
5,207
|
|
|||||
Total financial instruments and other inventory positions sold, but not yet purchased
|
$
|
270,103
|
|
|
$
|
297,213
|
|
|
$
|
1,487
|
|
|
$
|
(269,446
|
)
|
|
$
|
299,357
|
|
(1)
|
Represents cash collateral and the impact of netting on a counterparty basis. The Company had
no
securities posted as collateral to its counterparties.
|
(2)
|
Noncontrolling interests of
$45.1 million
are attributable to third party ownership in consolidated merchant banking and senior living funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains/
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(losses) for assets/
|
||||||||||||||||||
|
Balance at
|
|
|
|
|
|
|
|
|
|
Realized
|
|
Unrealized
|
|
Balance at
|
|
liabilities held at
|
||||||||||||||||||
|
March 31,
|
|
|
|
|
|
Transfers
|
|
Transfers
|
|
gains/
|
|
gains/
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||
(Dollars in thousands)
|
2017
|
|
Purchases
|
|
Sales
|
|
in
|
|
out
|
|
(losses) (1)
|
|
(losses) (1)
|
|
2017
|
|
2017 (1)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Municipal securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Tax-exempt securities
|
$
|
1,117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,117
|
|
|
$
|
—
|
|
Short-term securities
|
744
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
721
|
|
|
—
|
|
|||||||||
Mortgage-backed securities
|
5,492
|
|
|
—
|
|
|
(1,065
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(158
|
)
|
|
4,251
|
|
|
(158
|
)
|
|||||||||
Derivative contracts
|
1,633
|
|
|
5
|
|
|
(1,093
|
)
|
|
—
|
|
|
—
|
|
|
1,088
|
|
|
(1,250
|
)
|
|
383
|
|
|
383
|
|
|||||||||
Total financial instruments and other inventory positions owned
|
8,986
|
|
|
5
|
|
|
(2,183
|
)
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
(1,408
|
)
|
|
6,472
|
|
|
225
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Investments at fair value
|
110,693
|
|
|
607
|
|
|
(742
|
)
|
|
—
|
|
|
(601
|
)
|
|
742
|
|
|
3,186
|
|
|
113,885
|
|
|
3,186
|
|
|||||||||
Total assets
|
$
|
119,679
|
|
|
$
|
612
|
|
|
$
|
(2,925
|
)
|
|
$
|
—
|
|
|
$
|
(601
|
)
|
|
$
|
1,814
|
|
|
$
|
1,778
|
|
|
$
|
120,357
|
|
|
$
|
3,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative contracts
|
$
|
3,906
|
|
|
$
|
—
|
|
|
$
|
7,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,758
|
)
|
|
$
|
1,667
|
|
|
$
|
5,573
|
|
|
$
|
4,753
|
|
Total financial instruments and other inventory positions sold, but not yet purchased
|
$
|
3,906
|
|
|
$
|
—
|
|
|
$
|
7,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,758
|
)
|
|
$
|
1,667
|
|
|
$
|
5,573
|
|
|
$
|
4,753
|
|
(1)
|
Realized and unrealized gains/(losses) related to financial instruments, with the exception of customer matched-book derivatives, are reported in institutional brokerage on the consolidated statements of operations. Realized and unrealized gains/(losses) related to customer matched-book derivatives are reported in investment banking. Realized and unrealized gains/(losses) related to investments are reported in investment banking revenues or investment income on the consolidated statements of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains/
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(losses) for assets/
|
||||||||||||||||||
|
Balance at
|
|
|
|
|
|
|
|
|
|
Realized
|
|
Unrealized
|
|
Balance at
|
|
liabilities held at
|
||||||||||||||||||
|
March 31,
|
|
|
|
|
|
Transfers
|
|
Transfers
|
|
gains/
|
|
gains/
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||
(Dollars in thousands)
|
2016
|
|
Purchases
|
|
Sales
|
|
in
|
|
out
|
|
(losses) (1)
|
|
(losses) (1)
|
|
2016
|
|
2016 (1)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Municipal securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Tax-exempt securities
|
$
|
1,177
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,177
|
|
|
$
|
—
|
|
Short-term securities
|
748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
748
|
|
|
—
|
|
|||||||||
Mortgage-backed securities
|
117,891
|
|
|
—
|
|
|
(62,693
|
)
|
|
—
|
|
|
—
|
|
|
778
|
|
|
77
|
|
|
56,053
|
|
|
253
|
|
|||||||||
Derivative contracts
|
5
|
|
|
246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(246
|
)
|
|
13
|
|
|
18
|
|
|
18
|
|
|||||||||
Total financial instruments and other inventory positions owned
|
119,821
|
|
|
246
|
|
|
(62,693
|
)
|
|
—
|
|
|
—
|
|
|
532
|
|
|
90
|
|
|
57,996
|
|
|
271
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Investments at fair value
|
116,841
|
|
|
2,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,386
|
|
|
123,748
|
|
|
4,386
|
|
|||||||||
Total assets
|
$
|
236,662
|
|
|
$
|
2,767
|
|
|
$
|
(62,693
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
532
|
|
|
$
|
4,476
|
|
|
$
|
181,744
|
|
|
$
|
4,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative contracts
|
$
|
5,408
|
|
|
$
|
(6,457
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,457
|
|
|
$
|
9,377
|
|
|
$
|
14,785
|
|
|
$
|
13,173
|
|
Total financial instruments and other inventory positions sold, but not yet purchased
|
$
|
5,408
|
|
|
$
|
(6,457
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,457
|
|
|
$
|
9,377
|
|
|
$
|
14,785
|
|
|
$
|
13,173
|
|
(1)
|
Realized and unrealized gains/(losses) related to financial instruments, with the exception of customer matched-book derivatives, are reported in institutional brokerage on the consolidated statements of operations. Realized and unrealized gains/(losses) related to customer matched-book derivatives are reported in investment banking. Realized and unrealized gains/(losses) related to investments are reported in investment banking revenues or investment income on the consolidated statements of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains/
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(losses) for assets/
|
||||||||||||||||||
|
Balance at
|
|
|
|
|
|
|
|
|
|
Realized
|
|
Unrealized
|
|
Balance at
|
|
liabilities held at
|
||||||||||||||||||
|
December 31,
|
|
|
|
|
|
Transfers
|
|
Transfers
|
|
gains/
|
|
gains/
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||
(Dollars in thousands)
|
2016
|
|
Purchases
|
|
Sales
|
|
in
|
|
out
|
|
(losses) (1)
|
|
(losses) (1)
|
|
2017
|
|
2017 (1)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Municipal securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Taxable securities
|
$
|
2,686
|
|
|
$
|
—
|
|
|
$
|
(2,703
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
716
|
|
|
$
|
(699
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax-exempt securities
|
1,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
1,117
|
|
|
40
|
|
|||||||||
Short-term securities
|
744
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
721
|
|
|
—
|
|
|||||||||
Mortgage-backed securities
|
5,365
|
|
|
996
|
|
|
(1,854
|
)
|
|
—
|
|
|
—
|
|
|
296
|
|
|
(552
|
)
|
|
4,251
|
|
|
(158
|
)
|
|||||||||
Derivative contracts
|
13,952
|
|
|
245
|
|
|
(11,979
|
)
|
|
—
|
|
|
—
|
|
|
11,733
|
|
|
(13,568
|
)
|
|
383
|
|
|
383
|
|
|||||||||
Total financial instruments and other inventory positions owned
|
23,824
|
|
|
1,241
|
|
|
(16,561
|
)
|
|
—
|
|
|
—
|
|
|
12,747
|
|
|
(14,779
|
)
|
|
6,472
|
|
|
265
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Investments at fair value
|
123,319
|
|
|
7,194
|
|
|
(25,212
|
)
|
|
—
|
|
|
(601
|
)
|
|
9,398
|
|
|
(213
|
)
|
|
113,885
|
|
|
9,680
|
|
|||||||||
Total assets
|
$
|
147,143
|
|
|
$
|
8,435
|
|
|
$
|
(41,773
|
)
|
|
$
|
—
|
|
|
$
|
(601
|
)
|
|
$
|
22,145
|
|
|
$
|
(14,992
|
)
|
|
$
|
120,357
|
|
|
$
|
9,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative contracts
|
$
|
1,487
|
|
|
$
|
(719
|
)
|
|
$
|
7,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,039
|
)
|
|
$
|
4,086
|
|
|
$
|
5,573
|
|
|
$
|
5,573
|
|
Total financial instruments and other inventory positions sold, but not yet purchased
|
$
|
1,487
|
|
|
$
|
(719
|
)
|
|
$
|
7,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,039
|
)
|
|
$
|
4,086
|
|
|
$
|
5,573
|
|
|
$
|
5,573
|
|
(1)
|
Realized and unrealized gains/(losses) related to financial instruments, with the exception of customer matched-book derivatives, are reported in institutional brokerage on the consolidated statements of operations. Realized and unrealized gains/(losses) related to customer matched-book derivatives are reported in investment banking. Realized and unrealized gains/(losses) related to investments are reported in investment banking revenues or investment income on the consolidated statements of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains/
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(losses) for assets/
|
||||||||||||||||||
|
Balance at
|
|
|
|
|
|
|
|
|
|
Realized
|
|
Unrealized
|
|
Balance at
|
|
liabilities held at
|
||||||||||||||||||
|
December 31,
|
|
|
|
|
|
Transfers
|
|
Transfers
|
|
gains/
|
|
gains/
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||
(Dollars in thousands)
|
2015
|
|
Purchases
|
|
Sales
|
|
in
|
|
out
|
|
(losses) (1)
|
|
(losses) (1)
|
|
2016
|
|
2016 (1)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Municipal securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Taxable securities
|
$
|
5,816
|
|
|
$
|
—
|
|
|
$
|
(611
|
)
|
|
$
|
—
|
|
|
$
|
(5,216
|
)
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax-exempt securities
|
1,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|||||||||
Short-term securities
|
720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
748
|
|
|
28
|
|
|||||||||
Mortgage-backed securities
|
121,124
|
|
|
26,519
|
|
|
(89,907
|
)
|
|
—
|
|
|
—
|
|
|
1,845
|
|
|
(3,528
|
)
|
|
56,053
|
|
|
153
|
|
|||||||||
Derivative contracts
|
—
|
|
|
246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(246
|
)
|
|
18
|
|
|
18
|
|
|
18
|
|
|||||||||
Total financial instruments and other inventory positions owned
|
128,837
|
|
|
26,765
|
|
|
(90,518
|
)
|
|
—
|
|
|
(5,216
|
)
|
|
1,610
|
|
|
(3,482
|
)
|
|
57,996
|
|
|
199
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Investments at fair value
|
109,444
|
|
|
16,648
|
|
|
—
|
|
|
—
|
|
|
(9,088
|
)
|
|
—
|
|
|
6,744
|
|
|
123,748
|
|
|
6,744
|
|
|||||||||
Total assets
|
$
|
238,281
|
|
|
$
|
43,413
|
|
|
$
|
(90,518
|
)
|
|
$
|
—
|
|
|
$
|
(14,304
|
)
|
|
$
|
1,610
|
|
|
$
|
3,262
|
|
|
$
|
181,744
|
|
|
$
|
6,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative contracts
|
$
|
7,148
|
|
|
$
|
(15,599
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,599
|
|
|
$
|
7,637
|
|
|
$
|
14,785
|
|
|
$
|
14,785
|
|
Total financial instruments and other inventory positions sold, but not yet purchased
|
$
|
7,148
|
|
|
$
|
(15,599
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,599
|
|
|
$
|
7,637
|
|
|
$
|
14,785
|
|
|
$
|
14,785
|
|
(1)
|
Realized and unrealized gains/(losses) related to financial instruments, with the exception of customer matched-book derivatives, are reported in institutional brokerage on the consolidated statements of operations. Realized and unrealized gains/(losses) related to customer matched-book derivatives are reported in investment banking. Realized and unrealized gains/(losses) related to investments are reported in investment banking revenues or investment income on the consolidated statements of operations.
|
|
|
Alternative Asset
|
||
(Dollars in thousands)
|
|
Management Funds
|
||
Assets:
|
|
|
||
Receivables from brokers, dealers and clearing organizations
|
|
$
|
15,611
|
|
Financial instruments and other inventory positions owned and pledged as collateral
|
|
154,852
|
|
|
Investments
|
|
97,216
|
|
|
Other assets
|
|
6,988
|
|
|
Total assets
|
|
$
|
274,667
|
|
|
|
|
||
Liabilities:
|
|
|
||
Short-term financing
|
|
$
|
114,038
|
|
Payables to brokers, dealers and clearing organizations
|
|
25,489
|
|
|
Financial instruments and other inventory positions sold, but not yet purchased
|
|
10,933
|
|
|
Other liabilities and accrued expenses
|
|
7,914
|
|
|
Total liabilities
|
|
$
|
158,374
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Receivable arising from unsettled securities transactions
|
$
|
30,277
|
|
|
$
|
132,724
|
|
Deposits paid for securities borrowed
|
41,252
|
|
|
27,573
|
|
||
Receivable from clearing organizations
|
33,825
|
|
|
3,293
|
|
||
Deposits with clearing organizations
|
57,817
|
|
|
35,713
|
|
||
Securities failed to deliver
|
8,114
|
|
|
975
|
|
||
Other
|
16,150
|
|
|
12,452
|
|
||
Total receivables from brokers, dealers and clearing organizations
|
$
|
187,435
|
|
|
$
|
212,730
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Payable arising from unsettled securities transactions
|
$
|
25,489
|
|
|
$
|
13,948
|
|
Payable to clearing organizations
|
3,806
|
|
|
15,893
|
|
||
Securities failed to receive
|
6,386
|
|
|
3,043
|
|
||
Other
|
7,186
|
|
|
7,958
|
|
||
Total payables to brokers, dealers and clearing organizations
|
$
|
42,867
|
|
|
$
|
40,842
|
|
|
Repurchase
|
|
Fair Market
|
|
|
||||
(Dollars in thousands)
|
Liabilities
|
|
Value
|
|
Interest Rate
|
||||
On demand maturities:
|
|
|
|
|
|
||||
U.S. government securities
|
$
|
10,795
|
|
|
$
|
10,510
|
|
|
0.60%
|
|
|
|
|
Gross Amount
|
|
Net Amounts
|
|
Gross Amounts Not Offset
|
|
|
||||||||||||||
|
|
|
|
Offset on the
|
|
Presented on the
|
|
on the Consolidated Statements
|
|
|
||||||||||||||
|
|
Gross
|
|
Consolidated
|
|
Consolidated
|
|
of Financial Condition
|
|
|
||||||||||||||
(Dollars in thousands)
|
|
Recognized
|
|
Statements of
|
|
Statements of
|
|
Financial
|
|
Collateral
|
|
Net
|
||||||||||||
Description
|
|
Assets
|
|
Financial Condition
|
|
Financial Condition
|
|
Instruments
|
|
Received (1)
|
|
Amount
|
||||||||||||
Reverse repurchase agreements
|
|
$
|
161,574
|
|
|
$
|
(1,877
|
)
|
|
$
|
159,697
|
|
|
$
|
—
|
|
|
$
|
(159,697
|
)
|
|
$
|
—
|
|
Securities borrowed (3)
|
|
27,573
|
|
|
—
|
|
|
27,573
|
|
|
—
|
|
|
(27,573
|
)
|
|
—
|
|
|
|
|
|
Gross Amount
|
|
Net Amount
|
|
Gross Amount Not Offset
|
|
|
||||||||||||||
|
|
|
|
Offset on the
|
|
Presented on the
|
|
on the Consolidated Statements
|
|
|
||||||||||||||
|
|
Gross
|
|
Consolidated
|
|
Consolidated
|
|
of Financial Condition
|
|
|
||||||||||||||
(Dollars in thousands)
|
|
Recognized
|
|
Statements of
|
|
Statements of
|
|
Financial
|
|
Collateral
|
|
Net
|
||||||||||||
Description
|
|
Liabilities
|
|
Financial Condition
|
|
Financial Condition
|
|
Instruments
|
|
Pledged (2)
|
|
Amount
|
||||||||||||
Repurchase agreements
|
|
$
|
16,923
|
|
|
$
|
(1,877
|
)
|
|
$
|
15,046
|
|
|
$
|
—
|
|
|
$
|
(15,046
|
)
|
|
$
|
—
|
|
(1)
|
Includes securities received by the Company from the counterparty. These securities are not included on the consolidated statements of financial condition unless there is an event of default.
|
(2)
|
Includes the fair value of securities pledged by the Company to the counterparty. These securities are included on the consolidated statements of financial condition unless the Company defaults.
|
(3)
|
Deposits paid for securities borrowed are included in receivables from brokers, dealers and clearing organizations on the consolidated statements of financial condition. See
Note 7
for additional information on receivables from brokers, dealers and clearing organizations.
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Investments at fair value
|
$
|
151,346
|
|
|
$
|
156,102
|
|
Investments at cost
|
2,819
|
|
|
2,755
|
|
||
Investments accounted for under the equity method
|
9,996
|
|
|
9,200
|
|
||
Total investments
|
164,161
|
|
|
168,057
|
|
||
|
|
|
|
||||
Less investments attributable to noncontrolling interests (1)
|
(41,247
|
)
|
|
(45,123
|
)
|
||
|
$
|
122,914
|
|
|
$
|
122,934
|
|
(1)
|
Noncontrolling interests are attributable to third party ownership in consolidated merchant banking and senior living funds.
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Net deferred income tax assets
|
$
|
89,532
|
|
|
$
|
97,833
|
|
Income tax receivables
|
10,453
|
|
|
—
|
|
||
Fee receivables
|
21,423
|
|
|
22,840
|
|
||
Accrued interest receivables
|
8,187
|
|
|
9,259
|
|
||
Forgivable loans, net
|
8,926
|
|
|
9,307
|
|
||
Prepaid expenses
|
6,327
|
|
|
6,363
|
|
||
Secured loan receivables
|
2,975
|
|
|
6,236
|
|
||
Other
|
13,268
|
|
|
13,124
|
|
||
Total other assets
|
$
|
161,091
|
|
|
$
|
164,962
|
|
|
Outstanding Balance
|
|
Weighted Average Interest Rate
|
||||||||||
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Commercial paper (secured)
|
$
|
112,386
|
|
|
$
|
147,021
|
|
|
2.65
|
%
|
|
2.12
|
%
|
Prime broker arrangements
|
114,037
|
|
|
271,811
|
|
|
1.96
|
%
|
|
1.49
|
%
|
||
Bank lines (secured)
|
104,000
|
|
|
—
|
|
|
2.06
|
%
|
|
N/A
|
|
||
Total short-term financing
|
$
|
330,423
|
|
|
$
|
418,832
|
|
|
|
|
|
|
Outstanding Balance
|
||||||
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Class A Notes
|
$
|
—
|
|
|
$
|
50,000
|
|
Class C Notes
|
125,000
|
|
|
125,000
|
|
||
Total senior notes
|
$
|
125,000
|
|
|
$
|
175,000
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
(Dollars in thousands)
|
June 30, 2016
|
|
June 30, 2016
|
||||
Severance, benefits and outplacement costs
|
$
|
1,207
|
|
|
$
|
6,608
|
|
Vacated redundant leased office space
|
1,320
|
|
|
1,320
|
|
||
Contract termination costs
|
422
|
|
|
1,026
|
|
||
Total pre-tax restructuring charges
|
$
|
2,949
|
|
|
$
|
8,954
|
|
|
Common
|
|
Common
|
|
|
|
Total
|
|||||||
|
Shares
|
|
Shareholders’
|
|
Noncontrolling
|
|
Shareholders’
|
|||||||
(Amounts in thousands, except share amounts)
|
Outstanding
|
|
Equity
|
|
Interests
|
|
Equity
|
|||||||
Balance at December 31, 2016
|
12,391,970
|
|
|
$
|
759,250
|
|
|
$
|
57,016
|
|
|
$
|
816,266
|
|
Net income
|
—
|
|
|
33,848
|
|
|
4,317
|
|
|
38,165
|
|
|||
Dividends
|
—
|
|
|
(9,483
|
)
|
|
—
|
|
|
(9,483
|
)
|
|||
Amortization/issuance of restricted stock (1)
|
—
|
|
|
26,725
|
|
|
—
|
|
|
26,725
|
|
|||
Issuance of treasury shares for options exercised
|
26,149
|
|
|
1,703
|
|
|
—
|
|
|
1,703
|
|
|||
Issuance of treasury shares for restricted stock vestings
|
773,895
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock through share repurchase program
|
(27,530
|
)
|
|
(1,999
|
)
|
|
—
|
|
|
(1,999
|
)
|
|||
Repurchase of common stock for employee tax withholding
|
(293,357
|
)
|
|
(21,598
|
)
|
|
—
|
|
|
(21,598
|
)
|
|||
Shares reserved/issued for director compensation
|
2,124
|
|
|
134
|
|
|
—
|
|
|
134
|
|
|||
Other comprehensive income
|
—
|
|
|
995
|
|
|
—
|
|
|
995
|
|
|||
Fund capital distributions, net
|
—
|
|
|
—
|
|
|
(16,169
|
)
|
|
(16,169
|
)
|
|||
Balance at June 30, 2017
|
12,873,251
|
|
|
$
|
789,575
|
|
|
$
|
45,164
|
|
|
$
|
834,739
|
|
(1)
|
Includes amortization of restricted stock as part of deal consideration for the acquisition of Simmons. See
Note 3
for further discussion.
|
(1)
|
The Company issued restricted stock with service conditions as part of deal consideration for the acquisition of Simmons. See
Note 3
for further discussion.
|
|
|
Risk-free
|
|
Expected Stock
|
Grant Year
|
|
Interest Rate
|
|
Price Volatility
|
2017
|
|
1.62%
|
|
35.9%
|
|
|
Risk-free
|
|
Expected Stock
|
Grant Year
|
|
Interest Rate
|
|
Price Volatility
|
2016
|
|
0.98%
|
|
34.9%
|
2015
|
|
0.90%
|
|
29.8%
|
2014
|
|
0.82%
|
|
41.3%
|
|
Unvested
|
|
Weighted Average
|
|||
|
Restricted Stock
|
|
Grant Date
|
|||
|
(in Shares)
|
|
Fair Value
|
|||
December 31, 2016
|
2,874,117
|
|
|
$
|
43.12
|
|
Granted
|
233,280
|
|
|
78.68
|
|
|
Vested
|
(650,499
|
)
|
|
45.30
|
|
|
Canceled
|
(165,198
|
)
|
|
41.96
|
|
|
June 30, 2017
|
2,291,700
|
|
|
$
|
46.20
|
|
|
Unvested
|
|
Weighted Average
|
|||
|
Restricted
|
|
Grant Date
|
|||
|
Stock Units
|
|
Fair Value
|
|||
December 31, 2016
|
374,460
|
|
|
$
|
21.63
|
|
Granted
|
35,981
|
|
|
84.10
|
|
|
Vested
|
(115,290
|
)
|
|
23.42
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
June 30, 2017
|
295,151
|
|
|
$
|
28.55
|
|
|
|
|
|
|
Weighted Average
|
|
|
|||||
|
|
|
Weighted
|
|
Remaining
|
|
|
|||||
|
Options
|
|
Average
|
|
Contractual Term
|
|
Aggregate
|
|||||
|
Outstanding
|
|
Exercise Price
|
|
(in Years)
|
|
Intrinsic Value
|
|||||
December 31, 2016
|
30,613
|
|
|
$
|
65.86
|
|
|
0.3
|
|
$
|
203,291
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(26,149
|
)
|
|
65.13
|
|
|
|
|
|
|||
Canceled
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
(4,464
|
)
|
|
70.13
|
|
|
|
|
|
|||
June 30, 2017
|
—
|
|
|
$
|
—
|
|
|
0.0
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(Amounts in thousands, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income applicable to Piper Jaffray Companies
|
$
|
13,573
|
|
|
$
|
1,938
|
|
|
$
|
33,848
|
|
|
$
|
4,375
|
|
Earnings allocated to participating securities (1)
|
(2,051
|
)
|
|
(361
|
)
|
|
(5,436
|
)
|
|
(690
|
)
|
||||
Net income applicable to Piper Jaffray Companies’ common shareholders (2)
|
$
|
11,522
|
|
|
$
|
1,577
|
|
|
$
|
28,412
|
|
|
$
|
3,685
|
|
|
|
|
|
|
|
|
|
||||||||
Shares for basic and diluted calculations:
|
|
|
|
|
|
|
|
||||||||
Average shares used in basic computation
|
12,826
|
|
|
12,927
|
|
|
12,711
|
|
|
13,043
|
|
||||
Stock options
|
—
|
|
|
15
|
|
|
—
|
|
|
13
|
|
||||
Restricted stock units
|
111
|
|
|
—
|
|
|
219
|
|
|
—
|
|
||||
Average shares used in diluted computation
|
12,937
|
|
|
12,942
|
|
|
12,930
|
|
|
13,056
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.89
|
|
|
$
|
0.12
|
|
|
$
|
2.24
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.12
|
|
|
$
|
2.21
|
|
|
$
|
0.28
|
|
(1)
|
Represents the allocation of earnings to participating securities. Losses are not allocated to participating securities. Participating securities include all of the Company’s unvested restricted shares. The weighted average participating shares outstanding were
2,296,080
and
2,951,985
for the
three months
ended
June 30, 2017
and
2016
, respectively, and
2,462,486
and
2,445,372
for the
six months
ended
June 30, 2017
and
2016
, respectively.
|
(2)
|
Net income applicable to Piper Jaffray Companies’ common shareholders for diluted and basic EPS may differ under the two-class method as a result of adding the effect of the assumed exercise of stock options and restricted stock units to dilutive shares outstanding, which alters the ratio used to allocate earnings to Piper Jaffray Companies’ common shareholders and participating securities for purposes of calculating diluted and basic EPS.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Asset Management
|
|
|
|
|
|
|
|
||||||||
Management and performance fees
|
|
|
|
|
|
|
|
||||||||
Management fees
|
$
|
13,689
|
|
|
$
|
12,801
|
|
|
$
|
27,699
|
|
|
$
|
25,684
|
|
Performance fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total management and performance fees
|
13,689
|
|
|
12,801
|
|
|
27,699
|
|
|
25,684
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Investment income/(loss)
|
283
|
|
|
943
|
|
|
517
|
|
|
(33
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
13,972
|
|
|
13,744
|
|
|
28,216
|
|
|
25,651
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses (1)
|
13,645
|
|
|
11,946
|
|
|
27,305
|
|
|
23,205
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Segment pre-tax operating income
|
$
|
327
|
|
|
$
|
1,798
|
|
|
$
|
911
|
|
|
$
|
2,446
|
|
|
|
|
|
|
|
|
|
||||||||
Segment pre-tax operating margin
|
2.3
|
%
|
|
13.1
|
%
|
|
3.2
|
%
|
|
9.5
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
197,745
|
|
|
$
|
170,483
|
|
|
$
|
398,274
|
|
|
$
|
324,039
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses (1)
|
177,878
|
|
|
163,974
|
|
|
355,598
|
|
|
314,088
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Pre-tax operating income
|
$
|
19,867
|
|
|
$
|
6,509
|
|
|
$
|
42,676
|
|
|
$
|
9,951
|
|
|
|
|
|
|
|
|
|
||||||||
Pre-tax operating margin
|
10.0
|
%
|
|
3.8
|
%
|
|
10.7
|
%
|
|
3.1
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Capital Markets
|
$
|
2,545
|
|
|
$
|
2,707
|
|
|
$
|
5,089
|
|
|
$
|
4,616
|
|
Asset Management
|
1,277
|
|
|
1,387
|
|
|
2,555
|
|
|
2,774
|
|
||||
Total intangible asset amortization expense
|
$
|
3,822
|
|
|
$
|
4,094
|
|
|
$
|
7,644
|
|
|
$
|
7,390
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Capital Markets
|
$
|
1,750,374
|
|
|
$
|
1,934,528
|
|
Asset Management
|
180,959
|
|
|
190,975
|
|
||
Total assets
|
$
|
1,931,333
|
|
|
$
|
2,125,503
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
(Amounts in thousands, except per share data)
|
|
June 30,
|
|
June 30,
|
|
Percent
|
|
June 30,
|
|
June 30,
|
|
Percent
|
||||||||||
|
2017
|
|
2016
|
|
Inc/(Dec)
|
|
2017
|
|
2016
|
|
Inc/(Dec)
|
|||||||||||
U.S. GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
197,745
|
|
|
$
|
170,483
|
|
|
16.0
|
%
|
|
$
|
398,274
|
|
|
$
|
324,039
|
|
|
22.9
|
%
|
Compensation and benefits expenses
|
|
134,314
|
|
|
117,148
|
|
|
14.7
|
|
|
268,692
|
|
|
221,584
|
|
|
21.3
|
|
||||
Non-compensation expenses
|
|
43,564
|
|
|
46,826
|
|
|
(7.0
|
)
|
|
86,906
|
|
|
92,504
|
|
|
(6.1
|
)
|
||||
Net income applicable to Piper Jaffray Companies
|
|
13,573
|
|
|
1,938
|
|
|
600.4
|
|
|
33,848
|
|
|
4,375
|
|
|
673.7
|
|
||||
Earnings per diluted common share
|
|
$
|
0.89
|
|
|
$
|
0.12
|
|
|
641.7
|
|
|
$
|
2.21
|
|
|
$
|
0.28
|
|
|
689.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-GAAP
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted net revenues
|
|
$
|
195,778
|
|
|
$
|
167,188
|
|
|
17.1
|
%
|
|
$
|
392,410
|
|
|
$
|
319,395
|
|
|
22.9
|
%
|
Adjusted compensation and benefits expenses
|
|
126,223
|
|
|
107,086
|
|
|
17.9
|
|
|
252,700
|
|
|
208,216
|
|
|
21.4
|
|
||||
Adjusted non-compensation expenses
|
|
38,992
|
|
|
38,579
|
|
|
1.1
|
|
|
77,458
|
|
|
73,588
|
|
|
5.3
|
|
||||
Adjusted net income applicable to Piper Jaffray Companies
|
|
21,274
|
|
|
13,938
|
|
|
52.6
|
|
|
48,755
|
|
|
24,547
|
|
|
98.6
|
|
||||
Adjusted earnings per diluted common share
|
|
$
|
1.40
|
|
|
$
|
0.88
|
|
|
59.1
|
|
|
$
|
3.18
|
|
|
$
|
1.58
|
|
|
101.3
|
|
•
|
Net revenues increased
16.0 percent
from the year-ago period as significantly higher advisory services revenues, as well as increased equity financing revenues, were partially offset by lower debt financing and institutional brokerage revenues.
|
•
|
Compensation and benefits expenses increased
14.7 percent
compared with the prior-year period due to increased revenues.
|
•
|
Non-compensation expenses were down
7.0 percent
compared to the year-ago period.
In the second quarter of
2016, non-compensation expenses included
$3.4 million
of restructuring and integration costs primarily related to the acquisition of Simmons & Company International ("Simmons"), which we acquired on February 26, 2016.
|
•
|
Our second quarter
2017
results include a
$1.8 million
tax benefit related to restricted stock vesting at values greater than the grant price. The tax benefit increased earnings per diluted common share by $0.12
in the second quarter of
2017
.
|
•
|
Net revenues increased
22.9 percent
from the year-ago period. Higher advisory services and equity financing revenues, as well as higher investment income, were partially offset by lower debt financing and institutional brokerage revenues.
|
•
|
Compensation and benefits expenses increased
21.3 percent
compared with the prior-year period due to increased revenues, as well as higher acquisition-related compensation costs.
|
•
|
Non-compensation expenses were down
6.1 percent
compared to the year-ago period.
In the first half of
2016, non-compensation expenses included
$10.2 million
of restructuring and integration costs primarily related to the acquisition of Simmons. Incremental back office conversion costs, as well as higher outside services expenses, partially offset the lower restructuring costs in the current period.
|
•
|
For the
six months
ended
June 30, 2017
, we recorded a tax benefit of
$8.7 million
related to restricted stock vesting at values greater than the grant price. The tax benefit increased earnings per diluted common share by $0.57
in the first half of
2017
.
|
•
|
For the twelve months ended
June 30, 2017
, our rolling twelve month return on average common shareholders' equity was
1.0 percent
, compared with
2.8 percent
for the rolling twelve months ended
June 30, 2016
. On an adjusted basis, we generated a rolling twelve month return on average common shareholders' equity of
12.4 percent
(2)
for the twelve months ended
June 30, 2017
, compared with
6.7 percent
(2)
for the rolling twelve months ended
June 30, 2016
.
|
(1)
|
Reconciliation of U.S. GAAP to adjusted non-GAAP financial information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(Amounts in thousands, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Net revenues – U.S. GAAP basis
|
$
|
197,745
|
|
|
$
|
170,483
|
|
|
$
|
398,274
|
|
|
$
|
324,039
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Revenue related to noncontrolling interests
|
(1,967
|
)
|
|
(3,295
|
)
|
|
(5,864
|
)
|
|
(4,644
|
)
|
||||
Adjusted net revenues
|
$
|
195,778
|
|
|
$
|
167,188
|
|
|
$
|
392,410
|
|
|
$
|
319,395
|
|
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits – U.S. GAAP basis
|
$
|
134,314
|
|
|
$
|
117,148
|
|
|
$
|
268,692
|
|
|
$
|
221,584
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Compensation from acquisition-related agreements
|
(8,091
|
)
|
|
(10,062
|
)
|
|
(15,992
|
)
|
|
(13,368
|
)
|
||||
Adjusted compensation and benefits
|
$
|
126,223
|
|
|
$
|
107,086
|
|
|
$
|
252,700
|
|
|
$
|
208,216
|
|
|
|
|
|
|
|
|
|
||||||||
Non-compensation expenses:
|
|
|
|
|
|
|
|
||||||||
Non-compensation expenses – U.S. GAAP basis
|
$
|
43,564
|
|
|
$
|
46,826
|
|
|
$
|
86,906
|
|
|
$
|
92,504
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Non-compensation expenses related to noncontrolling interests
|
(579
|
)
|
|
(720
|
)
|
|
(1,547
|
)
|
|
(1,320
|
)
|
||||
Restructuring and integration costs
|
—
|
|
|
(3,433
|
)
|
|
—
|
|
|
(10,206
|
)
|
||||
Amortization of intangible assets related to acquisitions
|
(3,822
|
)
|
|
(4,094
|
)
|
|
(7,644
|
)
|
|
(7,390
|
)
|
||||
Non-compensation expenses from acquisition-related agreements
|
(171
|
)
|
|
—
|
|
|
(257
|
)
|
|
—
|
|
||||
Adjusted non-compensation expenses
|
$
|
38,992
|
|
|
$
|
38,579
|
|
|
$
|
77,458
|
|
|
$
|
73,588
|
|
|
|
|
|
|
|
|
|
||||||||
Net income applicable to Piper Jaffray Companies:
|
|
|
|
|
|
|
|
||||||||
Net income applicable to Piper Jaffray Companies – U.S. GAAP basis
|
$
|
13,573
|
|
|
$
|
1,938
|
|
|
$
|
33,848
|
|
|
$
|
4,375
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Compensation from acquisition-related agreements
|
5,248
|
|
|
6,623
|
|
|
10,054
|
|
|
8,643
|
|
||||
Restructuring and integration costs
|
—
|
|
|
2,876
|
|
|
—
|
|
|
7,014
|
|
||||
Amortization of intangible assets related to acquisitions
|
2,348
|
|
|
2,501
|
|
|
4,695
|
|
|
4,515
|
|
||||
Non-compensation expenses from acquisition-related agreements
|
105
|
|
|
—
|
|
|
158
|
|
|
—
|
|
||||
Adjusted net income applicable to Piper Jaffray Companies
|
$
|
21,274
|
|
|
$
|
13,938
|
|
|
$
|
48,755
|
|
|
$
|
24,547
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per diluted common share:
|
|
|
|
|
|
|
|
||||||||
Earnings per diluted common share – U.S. GAAP basis
|
$
|
0.89
|
|
|
$
|
0.12
|
|
|
$
|
2.21
|
|
|
$
|
0.28
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Compensation from acquisition-related agreements
|
0.34
|
|
|
0.42
|
|
|
0.65
|
|
|
0.56
|
|
||||
Restructuring and integration costs
|
—
|
|
|
0.18
|
|
|
—
|
|
|
0.45
|
|
||||
Amortization of intangible assets related to acquisitions
|
0.15
|
|
|
0.16
|
|
|
0.30
|
|
|
0.29
|
|
||||
Non-compensation expenses from acquisition-related agreements
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Adjusted earnings per diluted common share
|
$
|
1.40
|
|
|
$
|
0.88
|
|
|
$
|
3.18
|
|
|
$
|
1.58
|
|
(2)
|
Adjusted return on average common shareholders' equity, a non-GAAP financial measure, is computed by dividing adjusted net income applicable to Piper Jaffray Companies for the last 12 months by average monthly common shareholders' equity. For a detailed explanation of the components of adjusted net income, see "Reconciliation of U.S. GAAP to adjusted non-GAAP financial information" in footnote (1).
|
|
|
|
|
|
|
|
As a Percentage of
|
|||||||||
|
|
|
|
|
|
|
Net Revenues for the
|
|||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|||||||||||||
|
June 30,
|
|
June 30,
|
|||||||||||||
|
|
|
|
|
2017
|
|
|
|
|
|||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
v2016
|
|
2017
|
|
2016
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||||||
Investment banking
|
$
|
138,528
|
|
|
$
|
97,414
|
|
|
42.2
|
%
|
|
70.1
|
%
|
|
57.1
|
%
|
Institutional brokerage
|
37,074
|
|
|
48,185
|
|
|
(23.1
|
)
|
|
18.7
|
|
|
28.3
|
|
||
Asset management
|
15,186
|
|
|
14,595
|
|
|
4.0
|
|
|
7.7
|
|
|
8.6
|
|
||
Interest
|
7,766
|
|
|
7,922
|
|
|
(2.0
|
)
|
|
3.9
|
|
|
4.6
|
|
||
Investment income
|
5,453
|
|
|
8,276
|
|
|
(34.1
|
)
|
|
2.8
|
|
|
4.9
|
|
||
Total revenues
|
204,007
|
|
|
176,392
|
|
|
15.7
|
|
|
103.2
|
|
|
103.5
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
6,262
|
|
|
5,909
|
|
|
6.0
|
|
|
3.2
|
|
|
3.5
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net revenues
|
197,745
|
|
|
170,483
|
|
|
16.0
|
|
|
100.0
|
|
|
100.0
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits
|
134,314
|
|
|
117,148
|
|
|
14.7
|
|
|
67.9
|
|
|
68.7
|
|
||
Outside services
|
9,789
|
|
|
10,184
|
|
|
(3.9
|
)
|
|
5.0
|
|
|
6.0
|
|
||
Occupancy and equipment
|
8,257
|
|
|
8,850
|
|
|
(6.7
|
)
|
|
4.2
|
|
|
5.2
|
|
||
Communications
|
7,273
|
|
|
7,294
|
|
|
(0.3
|
)
|
|
3.7
|
|
|
4.3
|
|
||
Marketing and business development
|
8,282
|
|
|
9,171
|
|
|
(9.7
|
)
|
|
4.2
|
|
|
5.4
|
|
||
Trade execution and clearance
|
1,928
|
|
|
1,916
|
|
|
0.6
|
|
|
1.0
|
|
|
1.1
|
|
||
Restructuring and integration costs
|
—
|
|
|
3,433
|
|
|
N/M
|
|
|
—
|
|
|
2.0
|
|
||
Intangible asset amortization expense
|
3,822
|
|
|
4,094
|
|
|
(6.6
|
)
|
|
1.9
|
|
|
2.4
|
|
||
Back office conversion costs
|
868
|
|
|
—
|
|
|
N/M
|
|
|
0.4
|
|
|
—
|
|
||
Other operating expenses
|
3,345
|
|
|
1,884
|
|
|
77.5
|
|
|
1.7
|
|
|
1.1
|
|
||
Total non-interest expenses
|
177,878
|
|
|
163,974
|
|
|
8.5
|
|
|
90.0
|
|
|
96.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income tax expense
|
19,867
|
|
|
6,509
|
|
|
205.2
|
|
|
10.0
|
|
|
3.8
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Income tax expense
|
4,906
|
|
|
1,996
|
|
|
145.8
|
|
|
2.5
|
|
|
1.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
14,961
|
|
|
4,513
|
|
|
231.5
|
|
|
7.6
|
|
|
2.6
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net income applicable to noncontrolling interests
|
1,388
|
|
|
2,575
|
|
|
(46.1
|
)
|
|
0.7
|
|
|
1.5
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net income applicable to Piper Jaffray Companies
|
$
|
13,573
|
|
|
$
|
1,938
|
|
|
600.4
|
%
|
|
6.9
|
%
|
|
1.1
|
%
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
|
Adjustments (1)
|
|
|
|
|
|
Adjustments (1)
|
|
|
||||||||||||||||||||
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
||||||||||||||||
(Dollars in thousands)
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
||||||||||||||||
Investment banking
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equities
|
$
|
24,730
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,730
|
|
|
$
|
16,786
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,786
|
|
Debt
|
21,971
|
|
|
—
|
|
|
—
|
|
|
21,971
|
|
|
33,325
|
|
|
—
|
|
|
—
|
|
|
33,325
|
|
||||||||
Advisory services
|
92,507
|
|
|
—
|
|
|
—
|
|
|
92,507
|
|
|
48,112
|
|
|
—
|
|
|
—
|
|
|
48,112
|
|
||||||||
Total investment banking
|
139,208
|
|
|
—
|
|
|
—
|
|
|
139,208
|
|
|
98,223
|
|
|
—
|
|
|
—
|
|
|
98,223
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Institutional sales and trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equities
|
20,569
|
|
|
—
|
|
|
—
|
|
|
20,569
|
|
|
22,612
|
|
|
—
|
|
|
—
|
|
|
22,612
|
|
||||||||
Fixed income
|
19,221
|
|
|
—
|
|
|
—
|
|
|
19,221
|
|
|
28,212
|
|
|
740
|
|
|
—
|
|
|
28,952
|
|
||||||||
Total institutional sales and trading
|
39,790
|
|
|
—
|
|
|
—
|
|
|
39,790
|
|
|
50,824
|
|
|
740
|
|
|
—
|
|
|
51,564
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Management and performance fees
|
1,497
|
|
|
—
|
|
|
—
|
|
|
1,497
|
|
|
1,794
|
|
|
—
|
|
|
—
|
|
|
1,794
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment income
|
3,340
|
|
|
1,967
|
|
|
—
|
|
|
5,307
|
|
|
4,896
|
|
|
2,555
|
|
|
—
|
|
|
7,451
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term financing expenses
|
(2,029
|
)
|
|
—
|
|
|
—
|
|
|
(2,029
|
)
|
|
(2,293
|
)
|
|
—
|
|
|
—
|
|
|
(2,293
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net revenues
|
181,806
|
|
|
1,967
|
|
|
—
|
|
|
183,773
|
|
|
153,444
|
|
|
3,295
|
|
|
—
|
|
|
156,739
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating expenses
|
152,847
|
|
|
579
|
|
|
10,807
|
|
|
164,233
|
|
|
135,106
|
|
|
720
|
|
|
16,202
|
|
|
152,028
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating income
|
$
|
28,959
|
|
|
$
|
1,388
|
|
|
$
|
(10,807
|
)
|
|
$
|
19,540
|
|
|
$
|
18,338
|
|
|
$
|
2,575
|
|
|
$
|
(16,202
|
)
|
|
$
|
4,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating margin
|
15.9
|
%
|
|
|
|
|
|
10.6
|
%
|
|
12.0
|
%
|
|
|
|
|
|
3.0
|
%
|
(1)
|
The following is a summary of the adjustments needed to reconcile our consolidated U.S. GAAP segment pre-tax operating income and segment pre-tax operating margin to the adjusted segment pre-tax operating income and adjusted segment pre-tax operating margin:
|
|
Three Months Ended June 30,
|
||||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Compensation from acquisition-related agreements
|
$
|
8,091
|
|
|
$
|
10,062
|
|
Restructuring and integration costs
|
—
|
|
|
3,433
|
|
||
Amortization of intangible assets related to acquisitions
|
2,545
|
|
|
2,707
|
|
||
Non-compensation expenses from acquisition-related agreements
|
171
|
|
|
—
|
|
||
|
$
|
10,807
|
|
|
$
|
16,202
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
|
Adjustments (1)
|
|
|
|
|
|
Adjustments (1)
|
|
|
||||||||||||||||||||
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
||||||||||||||||
(Dollars in thousands)
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
||||||||||||||||
Management fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
$
|
6,521
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,521
|
|
|
$
|
6,588
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,588
|
|
MLP
|
7,168
|
|
|
—
|
|
|
—
|
|
|
7,168
|
|
|
6,213
|
|
|
—
|
|
|
—
|
|
|
6,213
|
|
||||||||
Total management fees
|
13,689
|
|
|
—
|
|
|
—
|
|
|
13,689
|
|
|
12,801
|
|
|
—
|
|
|
—
|
|
|
12,801
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Performance fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
MLP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total performance fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total management and performance fees
|
13,689
|
|
|
—
|
|
|
—
|
|
|
13,689
|
|
|
12,801
|
|
|
—
|
|
|
—
|
|
|
12,801
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment income
|
283
|
|
|
—
|
|
|
—
|
|
|
283
|
|
|
943
|
|
|
—
|
|
|
—
|
|
|
943
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total net revenues
|
13,972
|
|
|
—
|
|
|
—
|
|
|
13,972
|
|
|
13,744
|
|
|
—
|
|
|
—
|
|
|
13,744
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating expenses
|
12,368
|
|
|
—
|
|
|
1,277
|
|
|
13,645
|
|
|
10,559
|
|
|
—
|
|
|
1,387
|
|
|
11,946
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating income
|
$
|
1,604
|
|
|
$
|
—
|
|
|
$
|
(1,277
|
)
|
|
$
|
327
|
|
|
$
|
3,185
|
|
|
$
|
—
|
|
|
$
|
(1,387
|
)
|
|
$
|
1,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating margin
|
11.5
|
%
|
|
|
|
|
|
2.3
|
%
|
|
23.2
|
%
|
|
|
|
|
|
13.1
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adjusted segment pre-tax operating margin excluding investment income (2)
|
9.7
|
%
|
|
|
|
|
|
|
|
17.5
|
%
|
|
|
|
|
|
|
(1)
|
Other Adjustments – Consists of amortization of acquisition-related intangible assets of
$1.3 million
and
$1.4 million
for the three months ended
June 30, 2017
and
2016
, respectively.
|
(2)
|
Management believes that presenting adjusted segment pre-tax operating margin excluding investment income, a non-GAAP measure, provides the most meaningful basis for comparison of Asset Management operating results across periods.
|
|
|
|
|
|
Twelve
|
||||||
|
Three Months Ended
|
|
Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2017
|
||||||
Equity
|
|
|
|
|
|
||||||
Beginning of period
|
$
|
4,081
|
|
|
$
|
3,983
|
|
|
$
|
3,681
|
|
Net inflows/(outflows)
|
173
|
|
|
(375
|
)
|
|
(25
|
)
|
|||
Net market appreciation
|
22
|
|
|
73
|
|
|
620
|
|
|||
End of period
|
$
|
4,276
|
|
|
$
|
3,681
|
|
|
$
|
4,276
|
|
|
|
|
|
|
|
||||||
MLP
|
|
|
|
|
|
||||||
Beginning of period
|
$
|
4,681
|
|
|
$
|
3,522
|
|
|
$
|
4,410
|
|
Net inflows/(outflows)
|
(9
|
)
|
|
66
|
|
|
(245
|
)
|
|||
Net market appreciation/(depreciation)
|
(368
|
)
|
|
822
|
|
|
139
|
|
|||
End of period
|
$
|
4,304
|
|
|
$
|
4,410
|
|
|
$
|
4,304
|
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
||||||
Beginning of period
|
$
|
8,762
|
|
|
$
|
7,505
|
|
|
$
|
8,091
|
|
Net inflows/(outflows)
|
164
|
|
|
(309
|
)
|
|
(270
|
)
|
|||
Net market appreciation/(depreciation)
|
(346
|
)
|
|
895
|
|
|
759
|
|
|||
End of period
|
$
|
8,580
|
|
|
$
|
8,091
|
|
|
$
|
8,580
|
|
|
|
|
|
|
|
|
As a Percentage of
|
|||||||||
|
|
|
|
|
|
|
Net Revenues for the
|
|||||||||
|
Six Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
|
|
June 30,
|
|||||||||||||
|
|
|
|
|
2017
|
|
|
|
|
|||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
v2016
|
|
2017
|
|
2016
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||||||
Investment banking
|
$
|
270,778
|
|
|
$
|
201,352
|
|
|
34.5
|
%
|
|
68.0
|
%
|
|
62.1
|
%
|
Institutional brokerage
|
76,210
|
|
|
80,234
|
|
|
(5.0
|
)
|
|
19.1
|
|
|
24.8
|
|
||
Asset management
|
31,193
|
|
|
28,443
|
|
|
9.7
|
|
|
7.8
|
|
|
8.8
|
|
||
Interest
|
15,485
|
|
|
16,751
|
|
|
(7.6
|
)
|
|
3.9
|
|
|
5.2
|
|
||
Investment income
|
15,828
|
|
|
9,213
|
|
|
71.8
|
|
|
4.0
|
|
|
2.8
|
|
||
Total revenues
|
409,494
|
|
|
335,993
|
|
|
21.9
|
|
|
102.8
|
|
|
103.7
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
11,220
|
|
|
11,954
|
|
|
(6.1
|
)
|
|
2.8
|
|
|
3.7
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net revenues
|
398,274
|
|
|
324,039
|
|
|
22.9
|
|
|
100.0
|
|
|
100.0
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|||||||
Compensation and benefits
|
268,692
|
|
|
221,584
|
|
|
21.3
|
|
|
67.5
|
|
|
68.4
|
|
||
Outside services
|
20,117
|
|
|
18,635
|
|
|
8.0
|
|
|
5.1
|
|
|
5.8
|
|
||
Occupancy and equipment
|
16,719
|
|
|
16,568
|
|
|
0.9
|
|
|
4.2
|
|
|
5.1
|
|
||
Communications
|
14,889
|
|
|
14,624
|
|
|
1.8
|
|
|
3.7
|
|
|
4.5
|
|
||
Marketing and business development
|
15,829
|
|
|
16,175
|
|
|
(2.1
|
)
|
|
4.0
|
|
|
5.0
|
|
||
Trade execution and clearance
|
3,739
|
|
|
3,678
|
|
|
1.7
|
|
|
0.9
|
|
|
1.1
|
|
||
Restructuring and integration costs
|
—
|
|
|
10,206
|
|
|
N/M
|
|
|
—
|
|
|
3.1
|
|
||
Intangible asset amortization expense
|
7,644
|
|
|
7,390
|
|
|
3.4
|
|
|
1.9
|
|
|
2.3
|
|
||
Back office conversion costs
|
1,734
|
|
|
—
|
|
|
N/M
|
|
|
0.4
|
|
|
—
|
|
||
Other operating expenses
|
6,235
|
|
|
5,228
|
|
|
19.3
|
|
|
1.6
|
|
|
1.6
|
|
||
Total non-interest expenses
|
355,598
|
|
|
314,088
|
|
|
13.2
|
|
|
89.3
|
|
|
96.9
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Income before income tax expense
|
42,676
|
|
|
9,951
|
|
|
328.9
|
|
|
10.7
|
|
|
3.1
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Income tax expense
|
4,511
|
|
|
2,252
|
|
|
100.3
|
|
|
1.1
|
|
|
0.7
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
38,165
|
|
|
7,699
|
|
|
395.7
|
|
|
9.6
|
|
|
2.4
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net income applicable to noncontrolling interests
|
4,317
|
|
|
3,324
|
|
|
29.9
|
|
|
1.1
|
|
|
1.0
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net income applicable to Piper Jaffray Companies
|
$
|
33,848
|
|
|
$
|
4,375
|
|
|
673.7
|
%
|
|
8.5
|
%
|
|
1.4
|
%
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
|
Adjustments
(1)
|
|
|
|
|
|
Adjustments
(1)
|
|
|
||||||||||||||||||||
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
||||||||||||||||
(Dollars in thousands)
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
||||||||||||||||
Investment banking
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equities
|
$
|
48,112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,112
|
|
|
$
|
23,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,352
|
|
Debt
|
38,379
|
|
|
—
|
|
|
—
|
|
|
38,379
|
|
|
49,297
|
|
|
—
|
|
|
—
|
|
|
49,297
|
|
||||||||
Advisory services
|
185,389
|
|
|
—
|
|
|
—
|
|
|
185,389
|
|
|
129,741
|
|
|
—
|
|
|
—
|
|
|
129,741
|
|
||||||||
Total investment banking
|
271,880
|
|
|
—
|
|
|
—
|
|
|
271,880
|
|
|
202,390
|
|
|
—
|
|
|
—
|
|
|
202,390
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Institutional sales and trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equities
|
40,675
|
|
|
—
|
|
|
—
|
|
|
40,675
|
|
|
42,281
|
|
|
—
|
|
|
—
|
|
|
42,281
|
|
||||||||
Fixed income
|
42,461
|
|
|
—
|
|
|
—
|
|
|
42,461
|
|
|
45,266
|
|
|
740
|
|
|
—
|
|
|
46,006
|
|
||||||||
Total institutional sales and trading
|
83,136
|
|
|
—
|
|
|
—
|
|
|
83,136
|
|
|
87,547
|
|
|
740
|
|
|
—
|
|
|
88,287
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Management and performance fees
|
3,494
|
|
|
—
|
|
|
—
|
|
|
3,494
|
|
|
2,759
|
|
|
—
|
|
|
—
|
|
|
2,759
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment income
|
9,951
|
|
|
5,864
|
|
|
—
|
|
|
15,815
|
|
|
5,633
|
|
|
3,904
|
|
|
—
|
|
|
9,537
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term financing expenses
|
(4,267
|
)
|
|
—
|
|
|
—
|
|
|
(4,267
|
)
|
|
(4,585
|
)
|
|
—
|
|
|
—
|
|
|
(4,585
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net revenues
|
364,194
|
|
|
5,864
|
|
|
—
|
|
|
370,058
|
|
|
293,744
|
|
|
4,644
|
|
|
—
|
|
|
298,388
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating expenses
|
305,408
|
|
|
1,547
|
|
|
21,338
|
|
|
328,293
|
|
|
261,382
|
|
|
1,320
|
|
|
28,181
|
|
|
290,883
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating income
|
$
|
58,786
|
|
|
$
|
4,317
|
|
|
$
|
(21,338
|
)
|
|
$
|
41,765
|
|
|
$
|
32,362
|
|
|
$
|
3,324
|
|
|
$
|
(28,181
|
)
|
|
$
|
7,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating margin
|
16.1
|
%
|
|
|
|
|
|
11.3
|
%
|
|
11.0
|
%
|
|
|
|
|
|
2.5
|
%
|
(1)
|
The following is a summary of the adjustments needed to reconcile our consolidated U.S. GAAP pre-tax operating income and pre-tax operating margin to the adjusted segment pre-tax operating income and adjusted segment pre-tax operating margin:
|
|
Six Months Ended June 30,
|
||||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Compensation from acquisition-related agreements
|
$
|
15,992
|
|
|
$
|
13,368
|
|
Restructuring and integration costs
|
—
|
|
|
10,197
|
|
||
Amortization of intangible assets related to acquisitions
|
5,089
|
|
|
4,616
|
|
||
Non-compensation expenses from acquisition-related agreements
|
257
|
|
|
—
|
|
||
|
$
|
21,338
|
|
|
$
|
28,181
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
|
Adjustments
(1)
|
|
|
|
|
|
Adjustments
(1)
|
|
|
||||||||||||||||||||
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
|
Total
|
|
Noncontrolling
|
|
Other
|
|
U.S.
|
||||||||||||||||
(Dollars in thousands)
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
|
Adjusted
|
|
Interests
|
|
Adjustments
|
|
GAAP
|
||||||||||||||||
Management fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
$
|
13,182
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,182
|
|
|
$
|
14,301
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,301
|
|
MLP
|
14,517
|
|
|
—
|
|
|
—
|
|
|
14,517
|
|
|
11,383
|
|
|
—
|
|
|
—
|
|
|
11,383
|
|
||||||||
Total management fees
|
27,699
|
|
|
—
|
|
|
—
|
|
|
27,699
|
|
|
25,684
|
|
|
—
|
|
|
—
|
|
|
25,684
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Performance fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
MLP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total performance fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total management and performance fees
|
27,699
|
|
|
—
|
|
|
—
|
|
|
27,699
|
|
|
25,684
|
|
|
—
|
|
|
—
|
|
|
25,684
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment income/(loss)
|
517
|
|
|
—
|
|
|
—
|
|
|
517
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total net revenues
|
28,216
|
|
|
—
|
|
|
—
|
|
|
28,216
|
|
|
25,651
|
|
|
—
|
|
|
—
|
|
|
25,651
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating expenses
|
24,750
|
|
|
—
|
|
|
2,555
|
|
|
27,305
|
|
|
20,422
|
|
|
—
|
|
|
2,783
|
|
|
23,205
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating income
|
$
|
3,466
|
|
|
$
|
—
|
|
|
$
|
(2,555
|
)
|
|
$
|
911
|
|
|
$
|
5,229
|
|
|
$
|
—
|
|
|
$
|
(2,783
|
)
|
|
$
|
2,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Segment pre-tax operating margin
|
12.3
|
%
|
|
|
|
|
|
3.2
|
%
|
|
20.4
|
%
|
|
|
|
|
|
9.5
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adjusted segment pre-tax operating margin excluding investment income/(loss) (2)
|
10.6
|
%
|
|
|
|
|
|
|
|
20.5
|
%
|
|
|
|
|
|
|
(1)
|
Other Adjustments – Primarily consists of amortization of acquisition-related intangible assets of
$2.6 million
and
$2.8 million
for the
six months
ended
June 30, 2017
and
2016
, respectively.
|
(2)
|
Management believes that presenting adjusted segment pre-tax operating margin excluding investment income/(loss), a non-GAAP measure, provides the most meaningful basis for comparison of Asset Management operating results across periods.
|
|
|
|
|
|
Twelve
|
||||||
|
Six Months Ended
|
|
Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2017
|
||||||
Equity
|
|
|
|
|
|
||||||
Beginning of period
|
$
|
4,115
|
|
|
$
|
4,954
|
|
|
$
|
3,681
|
|
Net inflows/(outflows)
|
30
|
|
|
(1,276
|
)
|
|
(25
|
)
|
|||
Net market appreciation
|
131
|
|
|
3
|
|
|
620
|
|
|||
End of period
|
$
|
4,276
|
|
|
$
|
3,681
|
|
|
$
|
4,276
|
|
|
|
|
|
|
|
||||||
MLP
|
|
|
|
|
|
||||||
Beginning of period
|
$
|
4,616
|
|
|
$
|
3,924
|
|
|
$
|
4,410
|
|
Net outflows
|
(30
|
)
|
|
(71
|
)
|
|
(245
|
)
|
|||
Net market appreciation/(depreciation)
|
(282
|
)
|
|
557
|
|
|
139
|
|
|||
End of period
|
$
|
4,304
|
|
|
$
|
4,410
|
|
|
$
|
4,304
|
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
||||||
Beginning of period
|
$
|
8,731
|
|
|
$
|
8,878
|
|
|
$
|
8,091
|
|
Net outflows
|
—
|
|
|
(1,347
|
)
|
|
(270
|
)
|
|||
Net market appreciation/(depreciation)
|
(151
|
)
|
|
560
|
|
|
759
|
|
|||
End of period
|
$
|
8,580
|
|
|
$
|
8,091
|
|
|
$
|
8,580
|
|
•
|
Valuation of Financial Instruments
|
•
|
Goodwill and Intangible Assets
|
•
|
Compensation Plans
|
•
|
Income Taxes
|
Declaration Date
|
|
Dividend Per Share
|
|
|
Record Date
|
|
Payment Date
|
|
February 2, 2017
|
|
$
|
0.3125
|
|
|
February 20, 2017
|
|
March 13, 2017
|
April 27, 2017
|
|
$
|
0.3125
|
|
|
May 26, 2017
|
|
June 15, 2017
|
July 27, 2017
|
|
$
|
0.3125
|
|
|
August 28, 2017
|
|
September 15, 2017
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Total assets
|
$
|
1,931,333
|
|
|
$
|
2,125,503
|
|
Deduct: Goodwill and intangible assets
|
(225,808
|
)
|
|
(233,452
|
)
|
||
Deduct: Assets from noncontrolling interests
|
(48,226
|
)
|
|
(109,179
|
)
|
||
Adjusted assets
|
$
|
1,657,299
|
|
|
$
|
1,782,872
|
|
|
|
|
|
||||
Total shareholders' equity
|
$
|
834,739
|
|
|
$
|
816,266
|
|
Deduct: Goodwill and intangible assets
|
(225,808
|
)
|
|
(233,452
|
)
|
||
Deduct: Noncontrolling interests
|
(45,164
|
)
|
|
(57,016
|
)
|
||
Tangible common shareholders' equity
|
$
|
563,767
|
|
|
$
|
525,798
|
|
|
|
|
|
||||
Leverage ratio (1)
|
2.3
|
|
|
2.6
|
|
||
|
|
|
|
||||
Adjusted leverage ratio (2)
|
2.9
|
|
|
3.4
|
|
(1)
|
Leverage ratio equals total assets divided by total shareholders’ equity.
|
(2)
|
Adjusted leverage ratio equals adjusted assets divided by tangible common shareholders’ equity.
|
(Dollars in millions)
|
|
CP Series A
|
|
CP Series II A
|
|
CP Series III A
|
||||||
Maximum amount that may be issued
|
|
$
|
300.0
|
|
|
$
|
150.0
|
|
|
$
|
125.0
|
|
Amount outstanding
|
|
30.0
|
|
|
20.0
|
|
|
62.4
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average maturity, in days
|
|
25
|
|
|
16
|
|
|
21
|
|
|||
Weighted average maturity at issuance, in days
|
|
28
|
|
|
28
|
|
|
32
|
|
|
Average Balance for the Three Months Ended
|
||||||
(Dollars in millions)
|
June 30, 2017
|
|
Mar. 31, 2017
|
||||
Funding source:
|
|
|
|
||||
Commercial paper
|
$
|
117.1
|
|
|
$
|
137.7
|
|
Prime broker arrangements
|
103.7
|
|
|
127.2
|
|
||
Short-term bank loans
|
67.1
|
|
|
2.5
|
|
||
Total
|
$
|
287.9
|
|
|
$
|
267.4
|
|
|
Average Balance for the Three Months Ended
|
||||||||||||||
(Dollars in millions)
|
Dec. 31, 2016
|
|
Sept. 30, 2016
|
|
Jun 30, 2016
|
|
Mar. 31, 2016
|
||||||||
Funding source:
|
|
|
|
|
|
|
|
||||||||
Repurchase agreements
|
$
|
3.5
|
|
|
$
|
14.8
|
|
|
$
|
28.9
|
|
|
$
|
30.5
|
|
Commercial paper
|
165.8
|
|
|
235.8
|
|
|
279.7
|
|
|
279.2
|
|
||||
Prime broker arrangements
|
225.6
|
|
|
200.6
|
|
|
169.2
|
|
|
159.0
|
|
||||
Short-term bank loans
|
5.3
|
|
|
—
|
|
|
6.4
|
|
|
0.8
|
|
||||
Total
|
$
|
400.2
|
|
|
$
|
451.2
|
|
|
$
|
484.2
|
|
|
$
|
469.5
|
|
(Dollars in millions)
|
|
2017
|
|
2016
|
||||
First Quarter
|
|
$
|
543.4
|
|
|
$
|
576.4
|
|
Second Quarter
|
|
$
|
538.3
|
|
|
$
|
669.7
|
|
Third Quarter
|
|
|
|
$
|
525.6
|
|
||
Fourth Quarter
|
|
|
|
$
|
445.9
|
|
|
Outstanding Balance
|
||||||
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Class A Notes
|
$
|
—
|
|
|
$
|
50,000
|
|
Class C Notes
|
125,000
|
|
|
125,000
|
|
||
Total senior notes
|
$
|
125,000
|
|
|
$
|
175,000
|
|
|
Remainder of
|
|
2018
|
|
2020
|
|
2022 and
|
|
|
||||||||||
(Dollars in millions)
|
2017
|
|
- 2019
|
|
- 2021
|
|
thereafter
|
|
Total
|
||||||||||
Purchase commitments
|
$
|
15.2
|
|
|
$
|
17.1
|
|
|
$
|
6.7
|
|
|
$
|
18.7
|
|
|
$
|
57.7
|
|
|
Expiration Per Period at December 31,
|
|
Total Contractual Amount
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
2020
|
|
2022
|
|
|
|
June 30,
|
|
December 31,
|
||||||||||||||||
(Dollars in thousands)
|
2017
|
|
2018
|
|
2019
|
|
- 2021
|
|
- 2023
|
|
Later
|
|
2017
|
|
2016
|
||||||||||||||||
Customer matched-book derivative contracts (1) (2)
|
$
|
22,100
|
|
|
$
|
—
|
|
|
$
|
32,850
|
|
|
$
|
42,560
|
|
|
$
|
163,040
|
|
|
$
|
2,964,105
|
|
|
$
|
3,224,655
|
|
|
$
|
3,330,207
|
|
Trading securities derivative contracts (2)
|
277,600
|
|
|
20,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,750
|
|
|
327,850
|
|
|
423,550
|
|
||||||||
Credit default swap index contracts (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
|
—
|
|
|
110,000
|
|
|
7,470
|
|
||||||||
Investment commitments (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,385
|
|
|
22,776
|
|
(1)
|
Consists of interest rate swaps. We have minimal market risk related to these matched-book derivative contracts; however, we do have counterparty risk with one major financial institution, which is mitigated by collateral deposits. In addition, we have a limited number of counterparties (contractual amount of
$182.1 million
at
June 30, 2017
) who are not required to post collateral. The uncollateralized amounts, representing the fair value of the derivative contracts, expose us to the credit risk of these counterparties. At
June 30, 2017
, we had
$20.1 million
of credit exposure with these counterparties, including
$15.5 million
of credit exposure with one counterparty.
|
(2)
|
We believe the fair value of these derivative contracts is a more relevant measure of the obligations because we believe the notional or contract amount overstates the expected payout. At
June 30, 2017
and
December 31, 2016
, the net fair value of these derivative contracts approximated
$18.8 million
and
$24.0 million
, respectively.
|
(3)
|
The investment commitments have no specified call dates. The timing of capital calls is based on market conditions and investment opportunities.
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in thousands)
|
2017
|
|
2016
|
||||
Interest Rate Risk
|
$
|
790
|
|
|
$
|
696
|
|
Equity Price Risk
|
49
|
|
|
41
|
|
||
Diversification Effect (1)
|
(42
|
)
|
|
(26
|
)
|
||
Total Value-at-Risk
|
$
|
797
|
|
|
$
|
711
|
|
(1)
|
Equals the difference between total VaR and the sum of the VaRs for the two risk categories. This effect arises because the two market risk categories are not perfectly correlated.
|
(Dollars in thousands)
|
High
|
|
Low
|
|
Average
|
||||||
For the Six Months Ended June 30, 2017
|
|
|
|
|
|
||||||
Interest Rate Risk
|
$
|
1,235
|
|
|
$
|
480
|
|
|
$
|
799
|
|
Equity Price Risk
|
178
|
|
|
32
|
|
|
96
|
|
|||
Diversification Effect (1)
|
|
|
|
|
(70
|
)
|
|||||
Total Value-at-Risk
|
$
|
1,244
|
|
|
$
|
506
|
|
|
$
|
825
|
|
(Dollars in thousands)
|
High
|
|
Low
|
|
Average
|
||||||
For the Year Ended December 31, 2016
|
|
|
|
|
|
||||||
Interest Rate Risk
|
$
|
990
|
|
|
$
|
251
|
|
|
$
|
533
|
|
Equity Price Risk
|
412
|
|
|
6
|
|
|
150
|
|
|||
Diversification Effect (1)
|
|
|
|
|
(72
|
)
|
|||||
Total Value-at-Risk
|
$
|
1,049
|
|
|
$
|
362
|
|
|
$
|
611
|
|
(1)
|
Equals the difference between total VaR and the sum of the VaRs for the two risk categories. This effect arises because the two market risk categories are not perfectly correlated. Because high and low VaR numbers for these risk categories may have occurred on different days, high and low numbers for diversification benefit would not be meaningful.
|
(1)
|
Effective August 14, 2015, our board of directors authorized the repurchase of up to
$150.0 million
of common stock through
September 30, 2017
.
|
Exhibit
|
|
|
|
Method
|
Number
|
|
Description
|
|
of Filing
|
|
|
|
|
|
10.1
|
|
Separation Agreement and General Release, dated August 1, 2017, between Piper Jaffray & Co. and Jeff Klinefelter.
|
|
Filed herewith
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer.
|
|
Filed herewith
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
|
Filed herewith
|
32.1
|
|
Section 1350 Certifications.
|
|
Filed herewith
|
101
|
|
Interactive data files pursuant to Rule 405 Registration S-T: (i) the Consolidated Statements of Financial Condition as of June 30, 2017 and December 31, 2016, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 and (v) the notes to the Consolidated Financial Statements.
|
|
Filed herewith
|
PIPER JAFFRAY COMPANIES
|
||
|
|
|
By
|
|
/s/ Andrew S. Duff
|
Its
|
|
Chairman and Chief Executive Officer
|
|
|
|
By
|
|
/s/ Debbra L. Schoneman
|
Its
|
|
Chief Financial Officer
|
Exhibit
|
|
|
|
Method
|
Number
|
|
Description
|
|
of Filing
|
|
|
|
|
|
10.1
|
|
Separation Agreement and General Release, dated August 1, 2017, between Piper Jaffray & Co. and Jeff Klinefelter.
|
|
Filed herewith
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer.
|
|
Filed herewith
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
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Filed herewith
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32.1
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Section 1350 Certifications.
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Filed herewith
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101
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Interactive data files pursuant to Rule 405 Registration S-T: (i) the Consolidated Statements of Financial Condition as of June 30, 2017 and December 31, 2016, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 and (v) the notes to the Consolidated Financial Statements.
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Filed herewith
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A.
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You are an employee of Piper Jaffray.
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B.
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You are separating from your employment with Piper Jaffray. As a result, your employment with Piper Jaffray or any of its affiliates is being terminated effective August 1, 2017 with your last day worked being June 12, 2017.
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C.
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You agree to provide Piper Jaffray with a release of any and all claims you may have against Piper Jaffray and its parent company, Piper Jaffray Companies, and affiliates, and Piper Jaffray agrees to provide you with consideration in return for your release and other commitments in this Agreement.
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1.
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Your employment with Piper Jaffray or its affiliates are being terminated effective August 1, 2017, with your last day worked being June 12, 2017.
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2.
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You agree not to do or say anything at any time to disparage the character, integrity or business of Piper Jaffray or its affiliates, or any of their respective officers, directors or employees including, but not limited to, officers, directors and employees of Piper Jaffray; provided, however, that nothing
in this Agreement shall prohibit you from engaging in any Protected Activity. For purposes of this Agreement, Protected Activity means (a) filing a charge or complaint, or (b)
reporting possible violations of state or federal law to any governmental agency or entity or any self-regulatory organization, including but not limited to the Securities and Exchange Commission, the Department of Justice, FINRA, or any other federal or state agency or Inspector General.
Protected Activity does not include the disclosure of any
information you came to learn during the course of your employment that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine, the bank examiner’s privilege, and/or privileges applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330), including information that would reveal the existence or contemplated filing of a suspicious activity report
. You understand that you are not required to obtain prior authorization from Piper Jaffray or to inform Piper Jaffray prior to engaging in any Protected Activity
. Piper Jaffray will likewise reasonably endeavor to prevent any officers, directors or employees of Piper Jaffray from disparaging your character or integrity. Nothing in this paragraph prohibits you or Piper Jaffray from providing any truthful information or testimony provided during the course of legal proceedings, or in response to a court order, subpoena or inquiry by a government agency.
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3.
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You agree that you will return all property of Piper Jaffray or its affiliates to Piper Jaffray prior to the termination of your employment. This includes, without limitation, proprietary and confidential information which you learned in the course of your employment with Piper Jaffray (which, in turn, includes all non-public information that might be of use to competitors or harmful to Piper Jaffray or its clients, if disclosed), including information that you may have retained in personal items (e.g. electronic devices or home computers). In addition, you acknowledge and agree that, except for Protected Activity, your obligation to preserve and not disclose confidential information continues even after your employment ends. Except for Protected Activity, you agree to maintain the confidentiality of all proprietary and confidential information with which you became acquainted through your employment at Piper Jaffray.
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4.
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Transition Period
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5.
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Release
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a.
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Any claims based on, arising out of, or related to your employment with, or the ending of your employment with, Piper Jaffray;
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b.
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Any claims based on, arising out of, or related to the forfeiture of any restricted stock shares previously granted to you;
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c.
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Any claims arising from rights under federal, state, and/or local laws relating to the regulation of federal or state tax payments or accounting;
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d.
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Federal, state or local laws that prohibit harassment or discrimination on the basis of race, national origin, religion, sex, gender, age, marital status, bankruptcy status, disability, perceived disability, ancestry, sexual orientation, family and medical leave, or any other form of harassment or discrimination or related cause of action;
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e.
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Federal, state or local laws that prohibit retaliation;
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f.
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Statutory claims of any kind, including but not limited to, any alleged violation of Title VII of the Civil Rights Act of 1964, The Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1971, as amended, The Americans with Disability Act of 1990, as amended, the Workers Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended, the Sarbanes-Oxley Act of 2002,
the Older Workers Benefit Protection Act; the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.
; the the Minnesota Human Rights Act; Minn. Stat. § 181.81;
the Minneapolis Code of Ordinances; or any other federal, state or local statute, ordinance or law, statute, ordinance, or other regulation
;
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g.
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Common law claims of any kind, including but not limited to claims alleging contract, tort, and property rights, breach of contract, breach of implied-in-fact contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, invasion of privacy, unfair competition, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress (whether intentional or negligent), breach of fiduciary duty, violation of public policy, or any other common law claim of any kind whatsoever;
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h.
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Any claims for severance pay, sick leave, family leave, liability pay, vacation, life insurance, health insurance, continuation of health benefits, disability or medical insurance, or your 401(k) rights or any other fringe benefit or compensation, including but not limited to stock options, and any claims based on, Piper Jaffray arising out of, or related to employment agreement and any amendment thereto;
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i.
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Any claim for damages or declaratory or injunctive relief of any kind.
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6.
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Consideration
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a.
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Lump Sum Payment.
Piper Jaffray issued payment to you in the gross amount of $250,000, on or about the first regular payday that falls after Piper Jaffray’s receipt of your signed Agreement and the revocation period in Paragraph 16 has expired.
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b.
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Payroll continuation.
Although your last day in the office was June 12, 2017, you remained on Piper Jaffray’s payroll until August 1, 2017. In addition, in consideration
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c.
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Career Transition Services
. Piper Jaffray & Co. has made available to you career transition services through Lee Hecht Harrison (800‑845‑5855) at a level corresponding to your position.
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d.
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Attorneys Fees
. Piper Jaffray & Co. paid for 4 hours of your attorney’s fees at a rate of $375.00 per hour in connection with his/her review of this Agreement for a total of $1,500 net.
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e.
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COBRA
. Piper Jaffray & Co. paid you $3,127.56 to cover the cost of your COBRA (of $1,563.78 per month for family coverage) for the months of November and December. Piper Jaffray & Co. will pay you $3,127.56 to cover the cost of your COBRA for the months of September and October.
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f.
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Equity Awards
. The restricted stock and mutual fund restricted stock award(s) identified below will continue to vest on their normal schedule so long as: (1) you sign a “Post-Termination Agreement” (attached as Exhibit 1) and for the duration of the vesting period you abide by the provisions therein including, but not limited to, refraining from becoming a director, officer, employee, partner, consultant, or independent contractor of a “
Talent Competitor
” as that term is more narrowly defined to be limited to the following firms: Cowen Inc., Evercore ISI, Friedman Billings Ramsey Group, Inc., Greenhill & Co., Houlihan Lokey, JMP Securities, Lazard, Moelis & Company, Oppenheimer, Stifel, Robert W. Baird & Co., William Blair & Co., or any successor entity of the foregoing if such successor entity is determined to be a peer for compensation purposes by the Compensation Committee of the Piper Jaffray Companies Board of Directors; (2) you sign and have not revoked this Agreement pursuant to paragraph 15, and (3) you have complied with the terms of this Agreement.
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Award Date
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2018 Vesting
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Shares to Vest on Vesting Date
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2019
Vesting
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Shares to Vest on Vesting Date
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2020 Vesting
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Shares to Vest on Vesting Date
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02/17/2015
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2/17/2018
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3,950
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02/16/2016
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2/16/2018
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6,764
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2/16/2019
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6,765
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02/15/2017
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2/16/2018
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1,314
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2/16/2019
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1,314
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2/16/2020
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1,314
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Grant Date
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Vesting Date
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ADVGX
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ADVWX
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INFIX
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02/17/2015
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2/17/2018
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2,773.568
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3,602.455
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4,347.582
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Grant Date
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Vesting Date
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VFINX
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VEXAX
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DODIX
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02/15/2017
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2/16/2018
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247.179
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280.727
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2,364.566
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02/15/2017
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2/16/2019
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247.179
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280.727
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2,364.566
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02/15/2017
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2/16/2020
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247.179
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280.727
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2,364.566
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7.
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You understand that while you retain the right to file a charge of discrimination or pursue an administrative action through an agency such as the Equal Employment Opportunity Commission or any state counterpart, you are releasing any claims for money damages, by such administrative charge or otherwise, whether brought by you on your own behalf or by any other party (governmental or otherwise), unless this Agreement is found to be void.
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8.
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You expressly and knowingly acknowledge that, after the execution of this Agreement, you may discover facts different from or in addition to those that you now know or believe to be true with respect to the claims released in this Agreement. Nonetheless, this Agreement shall be and remain in full force and effect in all respects, notwithstanding such different or additional facts and you intend to fully, finally, and forever settle and release those claims released in this Agreement. In furtherance of such intention, the release given in this Agreement shall be and remain in effect as a full and complete release of such claims, notwithstanding the discovery and existence of any additional or different claims or facts. Similarly, in entering into this Agreement, you assume the risk of misrepresentations, concealments, or mistakes, and if you should subsequently discover that any fact relied upon in entering into this Agreement was untrue, that any fact was concealed, or that your understanding of the facts or law was incorrect, you shall not be entitled to set aside this Agreement or the settlement reflected in this Agreement or be entitled to recover any damages on that account.
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9.
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You represent that you have not revealed to anyone any trade secrets or confidential or proprietary information of Piper Jaffray, not otherwise available to the public, except in connection with Protected Activity. You further represent that you have returned any and all Piper Jaffray documents to Piper Jaffray.
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10.
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Your release of all legal claims includes all claims related to your employment or employee benefits with Piper Jaffray or its affiliates, including your hiring, the terms and conditions of your employment and the termination of your employment. You agree that your separation of employment does not constitute a severance event and you are not entitled to any benefits under the Piper Jaffray Severance Pay Plan or under any severance agreement, plan or arrangement of Piper Jaffray or its affiliates.
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11.
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Your release does not affect any rights you may have under any tax-qualified retirement plan in which you may have a vested, unpaid, accrued benefit.
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12.
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You agree to keep the fact and terms of this Agreement strictly confidential, except that you may disclose them (a) in connection with Protected Activity or (b) to your present or future attorneys, accountants, tax advisors, financial advisors, and spouse, provided they agree to hold them strictly confidential.
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13.
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You agree that if you violate any of your obligations under this Agreement, Piper Jaffray may recover any damages incurred by reason of your breach by refraining from paying the compensation described in Section 5 and/or by recovering any amount already paid to you. Piper Jaffray may also seek any other available remedies for any such violation by you.
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14.
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You agree to cooperate with Piper Jaffray and any of its affiliates in any legal or regulatory matters (including regulatory inquiries that are not formal investigations) brought by counsel, administrators, predecessors, successors and shareholders before any court, arbitrator, mediator, regulator, government agency or self-regulatory organization. By agreeing to cooperate with Piper Jaffray and any of its affiliates in any such matters, you agree, among other things, to make yourself available at mutually agreeable dates and times, provide any documents within your possession or control, and provide testimony if you are called to provide it at a deposition, trial or arbitration. Piper Jaffray agrees to reimburse you for all reasonable out-of-pocket expenses that you may incur in providing the foregoing cooperation.
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15.
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You understand that Piper Jaffray will be required to file a U-5 upon termination of your employment and that the form will disclose for reason of termination “Other: Mutual Agreement. The parties determined it was in their respective best interests for Jeff Klinefelter to transition out of the Company. (There is no sales or business practice violation).
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16.
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You represent that you have: (a) received a copy of this Agreement for review and study and have had at least twenty-one (21) days to consider the Agreement before signing it; (b) you have fully read this Agreement; (c) you have been advised and encouraged to consult an attorney, and you had the opportunity to discuss this Agreement with an attorney; and (d) you understand and fully agrees to the Agreement's provisions. You represents and agrees that if you sign this Agreement before the expiration of the twenty-one (21) day period, it is because you have decided voluntarily that you do not need any additional time to decide whether to sign the Agreement.
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17.
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You may revoke this Agreement up to 15 days after you sign it by either hand-delivering written notice to Piper Jaffray or by sending written notice postmarked within the 15-day period and addressed as follows:
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18.
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You may not, without Piper Jaffray’s prior written consent, assign to anyone any of your rights or obligations under this Agreement.
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19.
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This Agreement does not mean and may not be interpreted to mean that Piper Jaffray or any of its affiliates acted wrongfully toward you or anyone else.
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20.
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This Agreement, together with the Post-Termination Agreement set forth in Exhibit 1 and the Restricted Stock and MFRS Agreements you have executed (and for which the Talent Competitor language is now governed by the Post-Termination Agreement), contain the entire agreement between you and Piper Jaffray, and supersedes all prior or contemporaneous agreements and understandings, oral or written, between you and Piper Jaffray as of the date of this Agreement.
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21.
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If a court decides that any part of this Agreement is invalid or cannot be enforced, such part will be deleted or, if possible, modified so that it is enforceable, and the other parts of this Agreement will remain in effect.
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22.
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This Agreement will be governed by the laws of the State of Minnesota without regard for principles and conflicts of laws thereof.
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Award Date
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2018 Vesting
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Shares to Vest on Vesting Date
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2019
Vesting
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Shares to Vest on Vesting Date
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2020 Vesting
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Shares to Vest on Vesting Date
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02/17/2015
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2/17/2018
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3,950
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02/16/2016
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2/16/2018
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6,764
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2/16/2019
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6,765
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02/15/2017
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2/16/2018
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1,314
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2/16/2019
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1,314
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2/16/2020
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1,314
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Grant Date
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Vesting Date
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ADVGX
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ADVWX
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INFIX
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02/17/2015
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2/17/2018
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2,773.568
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3,602.455
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4,347.582
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Grant Date
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Vesting Date
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VFINX
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VEXAX
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DODIX
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02/15/2017
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2/16/2018
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247.179
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280.727
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2,364.566
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02/15/2017
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2/16/2019
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247.179
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280.727
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2,364.566
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02/15/2017
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2/16/2020
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247.179
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280.727
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2,364.566
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(1)To the Company:
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(2)To the Grantee:
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Piper Jaffray Companies
Attention: Compensation
U.S. Bancorp Center
800 Nicollet Mall, Ste. 800
Mail Stop J09SHR
Minneapolis, MN 55402
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Jeff Klinefelter
_____________________
____________________
USA
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Date:
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Signature
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Date:
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Signature
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1.
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I have reviewed this quarterly report on Form 10-Q of Piper Jaffray Companies;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer 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:
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a)
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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 report is being prepared;
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b)
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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;
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c)
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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
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d)
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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
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5.
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The registrant's other certifying officer 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 the registrant's board of directors (or persons performing the equivalent functions):
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a)
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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
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b)
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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.
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/s/ Andrew S. Duff
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Andrew S. Duff
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Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Piper Jaffray Companies;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer 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:
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a)
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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 report is being prepared;
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b)
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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;
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c)
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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
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d)
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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
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5.
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The registrant's other certifying officer 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 the registrant's board of directors (or persons performing the equivalent functions):
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a)
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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
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b)
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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.
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/s/ Debbra L. Schoneman
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Debbra L. Schoneman
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Chief Financial Officer
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/s/ Andrew S. Duff
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Andrew S. Duff
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Chairman and Chief Executive Officer
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/s/ Debbra L. Schoneman
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Debbra L. Schoneman
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Chief Financial Officer
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