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As filed with the Securities and Exchange Commission on October 28, 2022
___________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 28, 2022

OPPENHEIMER HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Commission File Number 1-12043
Delaware 98-0080034
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 Broad Street
New York, New York 10004
(Address of principal executive offices) (Zip Code)
(212) 668-8000
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common StockOPYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

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



SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02. Results of Operations and Financial Condition.

(a)On October 28, 2022, Oppenheimer Holdings Inc. (the “Company”) issued a press release announcing its third quarter 2022 earnings. A copy of the October 28, 2022 press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

The information contained in this Item 2.02 and the related exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or such exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 2.02 or any exhibit related to this Item 2.02 on this Form 8-K shall not be deemed an admission as to the materiality of any information in the referenced items.


SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. Financial Statements and Exhibits.

(d)Exhibits:

The following exhibit is furnished (not filed) with this Current Report on Form 8-K:

99.1 Oppenheimer Holdings Inc.'s Press Release dated October 28, 2022
2




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Oppenheimer Holdings Inc.
Date: October 28, 2022

By: /s/ Brad M. Watkins
---------------------------------
Brad M. Watkins
Chief Financial Officer
(Duly Authorized Officer)

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EXHIBIT INDEX

Exhibit NumberDescription
4
Exhibit 99.1

Oppenheimer Holdings Inc. Reports Third Quarter 2022 Earnings

New York, October 28, 2022 – Oppenheimer Holdings Inc. (NYSE: OPY) (the "Company" or "Firm") today reported net income of $4.5 million or $0.40 basic earnings per share for the third quarter of 2022, compared with net income of $26.3 million or $2.07 basic earnings per share for the third quarter of 2021. Revenue for the third quarter of 2022 was $294.1 million, a decrease of 6.7%, compared to revenue of $315.3 million for the third quarter of 2021.
Albert G. Lowenthal, Chairman and CEO commented, "The results for the quarter were significantly impacted by an adverse arbitration decision, but we were able to deliver profitable results reflecting the diversity and general health of our business. Volatile market conditions and emerging economic headwinds reduced valuations in both equity and fixed income markets. The high rate of inflation resulted in the Federal Reserve raising interest rates at the fastest speed in over 40 years with multiple 75 basis point increases during the quarter. Our Wealth Management business saw a benefit from the higher interest rate environment, as income from our FDIC-insured bank deposit program and interest income on margin loans were markedly greater than the prior year although this was offset to some extent by lower activity levels and lower valuations in client portfolios which drive fee income.

The macroeconomic environment drove all major equity indices into bear market territory during the third quarter. The declining valuations negatively impacted our advisory fee revenues. The volatile markets also led to a marked slowdown in equity IPOs and secondary offerings and a significant decline in capital markets income. Investment banking advisory fees, while lower than the record Q3 results recorded in 2021, picked up considerably from the second quarter.

The Company maintains a strong balance sheet with near record regulatory capital despite the volatile market environment and the impact of an adverse arbitration decision. The Company took advantage of the lower level of its share price to purchase 413,052 shares (3%) of its Class A non-voting common stock at an average price of $33.86 per share in the open market under its share repurchase program resulting in 10,874,990 Class A non-voting common shares outstanding at September 30, 2022. We remain confident in the resiliency of our business and our ability to continue to provide essential investment services to our clients."

Summary Operating Results (Unaudited)
('000s, except per share amounts or otherwise indicated)
Firm3Q-223Q-21
Revenue$294,111 $315,342 
Compensation Expense$179,134 $206,312 
Non-compensation Expense$107,739 $71,636 
Pre-Tax Income$7,238 $37,394 
Income Taxes Provision$2,573 $11,144 
Net Income (1)
$4,520 $26,250 
Earnings Per Share (Basic) (1)
$0.40 $2.07 
Earnings Per Share (Diluted) (1)
$0.37 $1.92 
Book Value Per Share$70.23 $61.43 
Tangible Book Value Per Share (2)
$54.74 $47.95 
Private Client
Revenue$178,614 $160,864 
Pre-Tax Income $29,973 $37,426 
Assets Under Administration (billions)$100.3 $117.8 
Asset Management
Revenue$24,870 $26,894 
Pre-Tax Income $8,322 $9,412 
Assets Under Management (billions)$35.3 $43.6 
Capital Markets
Revenue$90,947 $128,585 
Pre-Tax Income$2,401 $17,888 
(1) Attributable to Oppenheimer Holdings Inc.
(2) Represents book value less goodwill and intangible assets divided by number of shares outstanding.





Highlights

•Gross revenue, net income, and earnings per share for the third quarter of 2022 reflected the positive impact of the rising rate environment on our interest-sensitive revenues offset by lower activity levels and valuations in client portfolios and fewer underwriting and M&A transactions
•Client assets under administration and under management were both at reduced levels at September 30, 2022, down from the second quarter of 2022 as well as the same period last year
•Increased revenues in the Private Client segment are largely attributed to bank deposit sweep income, which exceeded the related revenue recorded during all of 2021 due to higher short-term interest rates
•Non-compensation expenses increased from the prior year quarter, reflecting the impact of an adverse arbitration decision in September 2022, which has since been appealed
•The Company repurchased 413,052 shares of Class A non-voting common stock during the third quarter of 2022 under its previously announced buy-back plan or 3% of shares outstanding at year-end 2021, bringing the total shares purchased under the plan during the first 9 months of 2022 to 1,675,595
•Book value and tangible book value per share reached record levels at September 30, 2022 largely as a result of share buy-backs
1


Private Client
Private Client reported revenue for the current quarter of $178.6 million, 11.0% higher when compared with the previous year. Pre-tax income was $30.0 million, a decrease of 19.9% compared with the prior year quarter. Financial advisor headcount at the end of the current quarter was 985 compared to 1,003 at the end of the third quarter of 2021.

Revenue:
•Retail commissions decreased 8.7% from a year ago due to a decrease in client activity compared to the significantly elevated levels from a year ago
•Advisory fees decreased 13.1% from a year ago primarily due to the impact of lower equity and fixed income valuations on assets under administration
•Bank deposit sweep income increased $31.9 million (815%) from a year ago due to higher short-term interest rates
•Interest revenue increased 89.8% from a year ago due to higher short-term interest rates and higher average margin balances
•Other revenue decreased from a year ago primarily due to decreases in the cash surrender value of Company-owned life insurance policies
Total Expenses:
•Compensation expenses decreased 10.2% from a year ago primarily due to decreased production, and decreased share-based and deferred compensation costs
•Non-compensation expenses increased $35.2 million from a year ago primarily due to the impact of an adverse arbitration decision

('000s, except otherwise indicated)
3Q-223Q-21
Revenue$178,614 $160,864 
Commissions$46,893 $51,348 
Advisory Fees $78,055 $89,849 
Bank Deposit Sweep Income$35,769 $3,909 
Interest$14,471 $7,624 
Other$3,426 $8,134 
Total Expenses$148,641 $123,438 
Compensation$87,555 $97,522 
Non-compensation$61,086 $25,916 
Pre-Tax Income$29,973 $37,426 
Compensation Ratio49.0 %60.6 %
Non-compensation Ratio34.2 %16.1 %
Pre-Tax Margin16.8 %23.3 %
Assets Under Administration (billions)$100.3 $117.8 
Cash Sweep Balances (billions)$6.5 $7.7 



Asset Management

Asset Management reported revenue for the current quarter of $24.9 million, 7.5% lower when compared with the prior year. Pre-tax income was $8.3 million, a decrease of 11.6% compared with the prior year period.

Revenue:
•Advisory fee revenue decreased 7.5% from a year ago due to the lower net value of assets under management, partially offset by incentive fees earned during the third quarter of 2022
Assets under Management (AUM):
▪AUM were at reduced levels of $35.3 billion at September 30, 2022, which is the basis for advisory fee billings for October 2022
▪The decrease in AUM was comprised of lower asset values of $7.6 billion on existing client holdings and a net distribution of assets of $0.7 billion
Total Expenses:
•Compensation expenses were up 9.5% from a year ago primarily due to increases in fixed and discretionary compensation
•Non-compensation expenses were down 13.3% when compared to the prior year period due to lower portfolio manager expenses in line with the decrease in AUM







('000s, except otherwise indicated)
3Q-223Q-21
Revenue$24,870 $26,894 
Advisory Fees$24,865 $26,890 
Other$5 $4 
Total Expenses$16,548 $17,482 
Compensation$6,702 $6,120 
Non-compensation$9,846 $11,362 
Pre-Tax Income$8,322 $9,412 
Compensation Ratio26.9 %22.8 %
Non-compensation Ratio39.6 %42.2 %
Pre-Tax Margin33.5 %35.0 %
AUM (billions)$35.3 $43.6 

2


Capital Markets

Capital Markets reported revenue for the current quarter of $90.9 million, 29.3% lower when compared with the prior year period. Pre-tax income was $2.4 million, compared with pre-tax income of $17.9 million in the prior year period.

Revenue:
Investment Banking
•Advisory fees earned from investment banking activities decreased 43.5% compared with a year ago due to an industry-wide decrease in deal volumes
•Equity underwriting fees decreased 80.8% compared with a year ago due to a significant decrease in equity IPOs and secondary offerings, including SPAC issuances
•Fixed income underwriting fees were down 32.8% compared with a year ago primarily driven by a decrease in issuances of public finance and emerging market debt during the third quarter of 2022
Sales and Trading
•Equities sales and trading revenue increased 13.0% compared with a year ago due to a marked increase in volatility resulting in increased volumes in the equities market compared to the levels in the prior year period
•Fixed income sales and trading revenue increased by 18.3% compared with a year ago primarily due to an increase in trading income attributable to higher trading volumes

Total Expenses:
•Compensation expenses decreased 26.0% compared with a year ago primarily due to decreased incentive compensation
•Non-compensation expenses were 3.0% lower than a year ago



('000s)
3Q-223Q-21
Revenue$90,947 $128,585 
Investment Banking$36,951 $82,012 
Advisory Fees $29,270 $51,815 
Equities Underwriting$5,061 $26,348 
Fixed Income Underwriting$2,111 $3,140 
Other$509 $709 
Sales and Trading$53,093 $46,262 
Equities$34,877 $30,861 
Fixed Income$18,216 $15,401 
Other$903 $311 
Total Expenses$88,546 $110,697 
Compensation$60,415 $81,690 
Non-compensation$28,131 $29,007 
Pre-Tax Income$2,401 $17,888 
Compensation Ratio66.4 %63.5 %
Non-compensation Ratio30.9 %22.6 %
Pre-Tax Margin2.6 %13.9 %








Other Matters

•The Board of Directors announced a quarterly dividend in the amount of $0.15 per share payable on November 25, 2022 to holders of Class A non-voting and Class B voting common stock of record on November 11, 2022
•Compensation expense as a percentage of revenue was lower at 60.9% during the current period versus 65.4% during the same period last year primarily due to lower incentive compensation
•The effective tax rate for the current period was 35.5% compared with 29.8% for the prior year period and reflects the Company's estimate of the annual effective tax rate





(In millions, except number of shares and per share amounts)
3Q-223Q-21
Capital
Stockholders' Equity (1)
$770.7 $775.0 
Regulatory Net Capital (2)
$425.8 $372.6 
Regulatory Excess Net Capital (2)
$399.4 $345.6 
Common Stock Repurchases
Repurchases$14.0 $4.7 
Number of Shares 413,052 108,494 
Average Price Per Share$33.86 $43.46 
Period End Shares10,974,65512,615,399
Effective Tax Rate35.5 %29.8 %
(1) Attributable to Oppenheimer Holdings Inc.
(2) Attributable to Oppenheimer & Co. Inc. broker-dealer
3



Company Information

Oppenheimer Holdings Inc., through its operating subsidiaries, is a leading middle market investment bank and full service broker-dealer that is engaged in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (corporate and public finance), equity and fixed income research, market-making, trust services, and investment advisory and asset management services. With roots tracing back to 1881, the Company is headquartered in New York and has 91 retail branch offices in the United States and institutional businesses located in London, Tel Aviv, and Hong Kong.

Forward-Looking Statements

This press release includes certain "forward-looking statements" relating to anticipated future performance. For a discussion of the factors that could cause future performance to be different than anticipated, reference is made to Factors Affecting "Forward-Looking Statements" and Part 1A – Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and Factors Affecting "Forward-Looking Statements" in Part I, Item 2 in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.
4


Oppenheimer Holdings Inc.
Condensed Consolidated Income Statements (Unaudited)
('000s, except number of shares and per share amounts)
For the Three Months Ended
September 30,		For the Nine Months Ended
September 30,
20222021% Change20222021% Change
REVENUE
Commissions$89,608 $90,889 (1.4)$282,307 $300,531 (6.1)
Advisory fees102,927 116,751 (11.8)326,098 332,399 (1.9)
Investment banking38,393 86,901 (55.8)93,516 316,144 (70.4)
Bank deposit sweep income35,769 3,909 815.054,968 11,629 372.7
Interest17,361 9,340 85.938,667 26,915 43.7
Principal transactions, net6,502 4,494 44.710,124 21,664 (53.3)
Other3,551 3,058 16.1(8,319)19,635 *
Total revenue294,111 315,342 (6.7)797,361 1,028,917 (22.5)
EXPENSES
Compensation and related expenses179,134 206,312 (13.2)543,144 693,053 (21.6)
Communications and technology21,500 19,718 9.063,981 59,497 7.5
Occupancy and equipment costs15,457 14,964 3.344,701 45,371 (1.5)
Clearing and exchange fees6,705 5,237 28.018,923 16,667 13.5
Interest7,018 2,468 184.413,158 7,563 74.0
Other57,059 29,249 95.198,172 74,077 32.5
Total expenses286,873 277,948 3.2782,079 896,228 (12.7)
Pre-tax Income7,238 37,394 (80.6)15,282 132,689 (88.5)
Income taxes provision2,573 11,144 (76.9)5,559 36,622 (84.8)
Net Income$4,665 $26,250 (82.2)$9,723 $96,067 (89.9)
Less: Net income (loss) attributable to non-controlling interest, net of tax145 — *(215)— *
Net income attributable to Oppenheimer Holdings Inc.$4,520 $26,250 (82.8)$9,938 $96,067 (89.7)
Earnings per share attributable to Oppenheimer Holdings Inc.
Basic$0.40 $2.07 (80.7)$0.84 $7.59 (88.9)
Diluted$0.37 $1.92 (80.7)$0.78 $7.10 (89.0)
Weighted average number of common shares outstanding
Basic11,270,589 12,690,386 (11.2)11,901,727 12,653,310 (5.9)
Diluted12,190,425 13,664,214 (10.8)12,809,000 13,539,373 (5.4)
Period end number of common shares outstanding10,974,655 12,615,399 (13.0)10,974,655 12,615,399 (13.0)
* Percentage not meaningful
5