PIPR 10-Q
Piper Sandler Companies (PIPR)
10-Q
2023-11-03
For: 2023-09-30
View Original
Added on
April 07, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended September 30, 2023
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-31720
(Exact Name of Registrant as specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
| (Registrant's Telephone Number, Including Area Code) | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
As of October 27, 2023, the registrant had 17,709,568 shares of Common Stock outstanding.
Piper Sandler Companies
Index to Quarterly Report on Form 10-Q
| PART I. FINANCIAL INFORMATION | |||||||||||
| ITEM 1. | |||||||||||
| ITEM 2. | |||||||||||
| ITEM 3. | |||||||||||
| ITEM 4. | |||||||||||
| PART II. OTHER INFORMATION | |||||||||||
| ITEM 1. | |||||||||||
| ITEM 1A. | |||||||||||
| ITEM 2. | |||||||||||
| ITEM 5. | |||||||||||
| ITEM 6. | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Piper Sandler Companies
Consolidated Statements of Financial Condition
| September 30, | December 31, | ||||||||||
| 2023 | 2022 | ||||||||||
| (Amounts in thousands, except share data) | (Unaudited) | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables from brokers, dealers and clearing organizations | |||||||||||
| Financial instruments and other inventory positions owned | |||||||||||
| Financial instruments and other inventory positions owned and pledged as collateral | |||||||||||
| Total financial instruments and other inventory positions owned | |||||||||||
Fixed assets (net of accumulated depreciation and amortization of $ | |||||||||||
| Goodwill | |||||||||||
Intangible assets (net of accumulated amortization of $ | |||||||||||
Investments (including noncontrolling interests of $ | |||||||||||
| Net deferred income tax assets | |||||||||||
| Right-of-use lease asset | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders' Equity | |||||||||||
| Long-term financing | $ | $ | |||||||||
| Payables to brokers, dealers and clearing organizations | |||||||||||
| Financial instruments and other inventory positions sold, but not yet purchased | |||||||||||
| Accrued compensation | |||||||||||
| Accrued lease liability | |||||||||||
| Other liabilities and accrued expenses | |||||||||||
| Total liabilities | |||||||||||
| Shareholders' equity: | |||||||||||
Common stock, $ | |||||||||||
Shares authorized: | |||||||||||
Shares issued: | |||||||||||
Shares outstanding: December 31, 2022 | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Less: Common stock held in treasury, at cost: | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total common shareholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See Notes to the Consolidated Financial Statements
3
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in thousands, except per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Investment banking | $ | $ | $ | $ | |||||||||||||||||||
| Institutional brokerage | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Investment income/(loss) | ( | ( | ( | ||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Non-interest expenses: | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Outside services | |||||||||||||||||||||||
| Occupancy and equipment | |||||||||||||||||||||||
| Communications | |||||||||||||||||||||||
| Marketing and business development | |||||||||||||||||||||||
| Deal-related expenses | |||||||||||||||||||||||
| Trade execution and clearance | |||||||||||||||||||||||
| Restructuring and integration costs | |||||||||||||||||||||||
| Intangible asset amortization | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Total non-interest expenses | |||||||||||||||||||||||
Income/(loss) before income tax expense | ( | ||||||||||||||||||||||
Income tax expense | |||||||||||||||||||||||
Net income/(loss) | ( | ||||||||||||||||||||||
| Net income/(loss) applicable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Net income applicable to Piper Sandler Companies | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to the Consolidated Financial Statements
4
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
Net income/(loss) | $ | ( | $ | $ | $ | ||||||||||||||||||
| Other comprehensive income/(loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
Comprehensive income/(loss) | ( | ||||||||||||||||||||||
| Comprehensive income/(loss) applicable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income applicable to Piper Sandler Companies | $ | $ | $ | $ | |||||||||||||||||||
See Notes to the Consolidated Financial Statements
5
Piper Sandler Companies
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
| Accumulated | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common | Additional | Other | Common | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, | Shares | Common | Paid-In | Retained | Treasury | Comprehensive | Shareholders' | Noncontrolling | Shareholders' | |||||||||||||||||||||||||||||||||||||||||||||||
except share amounts) | Outstanding | Stock | Capital | Earnings | Stock | Loss | Equity | Interests | Equity | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization/issuance of restricted stock (1) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares for restricted stock vestings | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock from employees | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Shares reserved/issued for director compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fund capital distributions, net | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization/issuance of restricted stock (1) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares for restricted stock vestings | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock from employees | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Shares reserved/issued for director compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund capital contributions, net | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization/issuance of restricted stock (1) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares for restricted stock vestings | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock from employees | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares reserved/issued for director compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Fund capital distributions, net | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Continued on next page | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6
Piper Sandler Companies
Consolidated Statements of Changes in Shareholders' Equity - Continued
(Unaudited)
| Accumulated | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common | Additional | Other | Common | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, | Shares | Common | Paid-In | Retained | Treasury | Comprehensive | Shareholders' | Noncontrolling | Shareholders' | |||||||||||||||||||||||||||||||||||||||||||||||
except share amounts) | Outstanding | Stock | Capital | Earnings | Stock | Loss | Equity | Interests | Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization/issuance of restricted stock (1) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock through share repurchase program | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares for restricted stock vestings | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock from employees | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Shares reserved/issued for director compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Fund capital distributions, net | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization/issuance of restricted stock (1) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock through share repurchase program | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares for restricted stock vestings | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock from employees | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Shares reserved/issued for director compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Fund capital contributions, net | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization/issuance of restricted stock (1) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock through share repurchase program | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury shares for restricted stock vestings | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock from employees | ( | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares reserved/issued for director compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Fund capital contributions, net | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Includes amortization of restricted stock issued in conjunction with the Company's acquisitions.
See Notes to the Consolidated Financial Statements
7
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash used in operating activities: | |||||||||||
| Depreciation and amortization of fixed assets | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Amortization of forgivable loans | |||||||||||
| Decrease/(increase) in operating assets: | |||||||||||
| Receivables from brokers, dealers and clearing organizations | ( | ||||||||||
| Net financial instruments and other inventory positions owned | ( | ( | |||||||||
| Investments | ( | ||||||||||
| Other assets | ( | ||||||||||
| Increase/(decrease) in operating liabilities: | |||||||||||
| Payables to brokers, dealers and clearing organizations | |||||||||||
| Accrued compensation | ( | ( | |||||||||
| Other liabilities and accrued expenses | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Investing Activities: | |||||||||||
| Business acquisitions, net of cash acquired | ( | ||||||||||
| Purchases of fixed assets, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Payment of cash dividend | ( | ( | |||||||||
Increase/(decrease) in noncontrolling interests | ( | ||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Currency adjustment: | |||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | $ | $ | |||||||||
8
Index
| 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 | |||||||||||
9
Note 1 Organization and Basis of Presentation
Organization
Piper Sandler Companies is the parent company of Piper Sandler & Co. ("Piper Sandler"), a securities broker dealer and investment banking firm; Piper Sandler Ltd., a firm providing securities brokerage and mergers and acquisitions services in the United Kingdom; Piper Sandler Finance LLC, which facilitates corporate debt underwriting in conjunction with affiliated credit vehicles; Piper Sandler Investment Group Inc., PSC Capital Management LLC, PSC Capital Management II LLC and PSC Capital Management III LLC, entities providing alternative asset management services; Piper Sandler Loan Strategies, LLC, which provides management services for primary and secondary market liquidity transactions of loan and servicing rights; Piper Sandler Hedging Services, LLC, an entity that assists clients with hedging strategies; Piper Sandler Financial Products Inc. and Piper Sandler Financial Products II Inc., entities that facilitate derivative transactions; and other immaterial subsidiaries.
Piper Sandler Companies and its subsidiaries (collectively, the "Company") operate in one reporting segment providing investment banking services and institutional sales, trading and research services. Investment banking services include financial advisory services, management of and participation in underwritings, and municipal financing activities. Revenues are generated through the receipt of advisory and financing fees. Institutional sales, trading and research services focus on the trading of equity and fixed income products with institutions, corporations, government and non-profit entities. Revenues are generated through commissions and sales credits earned on equity and fixed income institutional sales activities, net interest revenues on trading securities held in inventory, profits and losses from trading these securities, and fees for research services and corporate access offerings. Also, the Company has created alternative asset management funds in merchant banking and healthcare in order to invest firm capital and to manage capital from outside investors. The Company records gains and losses from investments in these funds and receives management and performance fees.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission ("SEC"). Pursuant to this guidance, certain information and disclosures have been omitted that are included within the complete annual financial statements. Except as disclosed herein, there have been no material changes in the information reported in the financial statements and related disclosures in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
The consolidated financial statements include the accounts of Piper Sandler Companies, its wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. Noncontrolling interests represent equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. Noncontrolling interests include the minority equity holders' proportionate share of the equity in the Company's alternative asset management funds. All material intercompany balances have been eliminated.
Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates and assumptions are based on the best information available, actual results could differ from those estimates.
Note 2 Summary of Significant Accounting Policies
10
Note 3 Acquisitions
The following acquisitions were accounted for pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 805, "Business Combinations." Accordingly, the purchase price of each acquisition was allocated to the acquired assets and liabilities assumed based on their estimated fair values as of the respective acquisition dates. The excess of the purchase price over the net assets acquired was allocated between goodwill and intangible assets. The fair value of the retention-related restricted stock was determined using the market price of the Company's common stock on the date of the respective acquisition.
DBO Partners Holding LLC
On October 7, 2022, the Company completed the acquisition of DBO Partners Holding LLC, including its subsidiary, DBO Partners LLC (collectively, "DBO Partners"), a technology investment banking firm. The acquisition expanded the scale of the Company's technology sector and added general partner advisory services.
The purchase price of $66.3 million consisted of cash consideration of $64.6 million and contingent consideration of $1.7 million, as detailed in the net assets acquired table below. As part of the acquisition, the Company granted 368,957 restricted shares valued at $39.9 million on the acquisition date. The restricted shares are subject to graded vesting, beginning on the second anniversary of the acquisition date, so long as the applicable employee remains continuously employed by the Company for such period. Compensation expense is amortized on a straight-line basis over the requisite service period of five years . As discussed in Note 14, the Company also entered into acquisition-related compensation arrangements with certain employees of $17.4 million in restricted stock for retention purposes. These restricted shares are subject to ratable vesting and employees must fulfill service requirements in exchange for the rights to the restricted shares. Compensation expense is amortized on a straight-line basis over the requisite service period (a weighted average service period of 4.9 years). As both restricted share grants compensate employees for future services, the value of the shares was not part of the purchase price.
Additional cash of up to $25.0 million may be earned (the "DBO Earnout") if a net revenue target is achieved during the performance period from January 1, 2023 to December 31, 2024. Of the total amount, up to $20.0 million may be earned by former partners with no service requirements. The Company recorded a $1.7 million liability as of the acquisition date for the fair value of this contingent consideration, which was included in the purchase price. Adjustments to this liability after the acquisition date are recorded as non-compensation expense on the consolidated statements of operations. As of September 30, 2023, the Company does not expect the portion of the DBO Earnout with no service requirements will be earned. As a result, the Company recorded a $1.7 5.0 million may be earned by certain employees, whom are now employees of the Company, in exchange for service requirements. As this amount compensates employees for future services, the value was not part of the purchase price. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the requisite service period. As of September 30, 2023, the Company has no accrual recorded for the portion of the DBO Earnout with service requirements. If earned, the DBO Earnout will be paid by March 31, 2025.
The Company recorded $57.3 million of goodwill on the consolidated statements of financial condition, all of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of DBO Partners. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $10.4 million.
Transaction costs of $0.5 million and $0.9 million were incurred for the three and nine months ended September 30, 2022, respectively, and are included in restructuring and integration costs on the consolidated statements of operations.
11
The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments:
| (Amounts in thousands) | |||||
| Assets | |||||
| Cash and cash equivalents | $ | ||||
| Fixed assets | |||||
| Goodwill | |||||
| Intangible assets | |||||
| Right-of-use lease asset | |||||
| Other assets | |||||
| Total assets acquired | |||||
| Liabilities | |||||
| Accrued compensation | |||||
| Accrued lease liability | |||||
| Other liabilities and accrued expenses | |||||
| Total liabilities assumed | |||||
| Net assets acquired | $ | ||||
Stamford Partners LLP ("Stamford Partners")
On June 10, 2022, the Company completed the acquisition of Stamford Partners, a specialist investment bank offering mergers and acquisitions advisory services to European food and beverage and related consumer sectors. The acquisition expanded the Company's presence in Europe. The purchase price consisted of cash consideration, and restricted stock was granted for retention purposes.
The Company recorded $7.3 million of goodwill on the consolidated statements of financial condition, none of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Stamford Partners. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $1.8 million.
Cornerstone Macro Research LP
On February 4, 2022, the Company completed the acquisition of Cornerstone Macro Research LP, including its subsidiary, Cornerstone Macro LLC (collectively, "Cornerstone Macro"), a research firm focused on providing macro research and equity derivatives trading to institutional investors. The acquisition added a macro research team and increased the scale of the Company's equity brokerage operations.
The purchase price of $34.1 million consisted of cash consideration of $32.5 million and contingent consideration of $1.6 million, as detailed in the net assets acquired table below. As part of the acquisition, the Company granted 64,077 restricted shares valued at $9.7 million on the acquisition date. The restricted shares are subject to graded vesting on the fourth and fifth anniversaries of the acquisition date, so long as the applicable employee remains continuously employed by the Company for the respective vesting period. As these shares contain service conditions, the value of the shares was not part of the purchase price. Compensation expense is amortized on a straight-line basis over the requisite service period of five years .
The Company also entered into acquisition-related compensation arrangements with certain employees of $10.7 million, which consisted of restricted stock ($7.5 million) and forgivable loans ($3.2 million), for retention purposes. As employees must fulfill service requirements in exchange for the rights to the restricted shares, compensation expense is amortized on a straight-line basis over the requisite service period (a weighted average service period of 3.4 years). See Note 14 for further discussion. The loans will be forgiven, so long as the applicable employee remains continuously employed for the loan term. Compensation expense is amortized on a straight-line basis over the respective loan term (a weighted average period of 3.6 years).
12
Additional cash of up to $27.8 million may be earned if a net revenue target is achieved during the performance period from July 1, 2022 to December 31, 2023. Of the total amount, up to $6.0 million may be earned by Cornerstone Macro's equity owners with no service requirements. If earned, this amount will be paid by March 31, 2024. The Company recorded a $1.6 million liability as of the acquisition date for the fair value of this contingent consideration, which was included in the purchase price. Adjustments to this liability after the acquisition date are recorded as non-compensation expense on the consolidated statements of operations. As of September 30, 2023, the Company expects the maximum amount of $6.0 million will be earned and has accrued the full amount related to this additional cash payment. The remaining amount may be earned by the equity owners, whom are now employees of the Company, and certain employees in exchange for service requirements. As this amount compensates employees for future services, the value was not part of the purchase price. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the requisite service period. If earned, amounts will be paid by June 30, 2025 and June 30, 2026. As of September 30, 2023, the Company has accrued $2.2 million related to this additional cash payment. The Company recorded $0.3 million and $0.5 million in compensation expense related to this additional cash payment for the nine months ended September 30, 2023 and 2022, respectively.
The Company recorded $9.6 million of goodwill on the consolidated statements of financial condition, all of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Cornerstone Macro. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $19.0 million.
Transaction costs of $0.3 million and $1.0 million were incurred for the three and nine months ended September 30, 2022, respectively, and are included in restructuring and integration costs on the consolidated statements of operations.
The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments:
| (Amounts in thousands) | |||||
| Assets | |||||
| Cash and cash equivalents | $ | ||||
| Receivables from brokers, dealers and clearing organizations | |||||
| Fixed assets | |||||
| Goodwill | |||||
| Intangible assets | |||||
| Right-of-use lease asset | |||||
| Other assets | |||||
| Total assets acquired | |||||
| Liabilities | |||||
| Accrued compensation | |||||
| Accrued lease liability | |||||
| Other liabilities and accrued expenses | |||||
| Total liabilities assumed | |||||
| Net assets acquired | $ | ||||
13
Pro Forma Financial Information
The results of operations of DBO Partners, Stamford Partners and Cornerstone Macro have been included in the Company's consolidated financial statements prospectively beginning on the respective acquisition dates. The acquisitions have been fully integrated with the Company's existing operations. Accordingly, post-acquisition revenues and net income are not discernible. The following unaudited pro forma financial data is presented on a combined basis and includes DBO Partners and Cornerstone Macro. Pro forma financial information for Stamford Partners is not presented as the acquisition is not material.
Based on the respective acquisition dates, the unaudited pro forma financial data assumes that the DBO Partners and Cornerstone Macro acquisitions had occurred on January 1, 2021, the beginning of the prior annual period in which the acquisitions occurred. Pro forma results have been prepared by adjusting the Company's historical results to include the results of operations of DBO Partners and Cornerstone Macro adjusted for the following significant changes: amortization expense was adjusted to account for the acquisition-date fair value of intangible assets; compensation and benefits expenses were adjusted to reflect the restricted stock issued as part of the respective acquisition, the restricted stock and forgivable loans issued for retention purposes, the earnouts with service conditions, and the cost that would have been incurred had certain employees been included in the Company's employee compensation arrangements; and the income tax effect of applying the Company's statutory tax rates to the results of operations of the respective acquisitions. The Company's consolidated unaudited pro forma information presented does not necessarily reflect the results of operations that would have resulted had the acquisitions been completed at the beginning of the applicable period presented, does not contemplate client account overlap and anticipated operational efficiencies of the combined entities, nor does it indicate the results of operations in future periods.
| Three Months Ended | Nine Months Ended | ||||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2022 | |||||||||
| Net revenues | $ | $ | |||||||||
| Net income applicable to Piper Sandler Companies | |||||||||||
Note 4 Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased
| September 30, | December 31, | ||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Financial instruments and other inventory positions owned: | |||||||||||
| Corporate securities: | |||||||||||
| Equity securities | $ | $ | |||||||||
| Convertible securities | |||||||||||
| Fixed income securities | |||||||||||
| Municipal securities: | |||||||||||
| Taxable securities | |||||||||||
| Tax-exempt securities | |||||||||||
| Short-term securities | |||||||||||
| U.S. government agency securities | |||||||||||
| U.S. government securities | |||||||||||
| Derivative contracts | |||||||||||
| Total financial instruments and other inventory positions owned | $ | $ | |||||||||
| Financial instruments and other inventory positions sold, but not yet purchased: | |||||||||||
| Corporate securities: | |||||||||||
| Equity securities | $ | $ | |||||||||
| Fixed income securities | |||||||||||
| U.S. government agency securities | |||||||||||
| U.S. government securities | |||||||||||
| Derivative contracts | |||||||||||
| Total financial instruments and other inventory positions sold, but not yet purchased | $ | $ | |||||||||
14
At September 30, 2023 and December 31, 2022, financial instruments and other inventory positions owned in the amount of $55.7 million and $57.5 million, respectively, had been pledged as collateral for short-term financing arrangements.
Financial instruments and other inventory positions sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated statements of financial condition. The Company economically hedges changes in the market value of its financial instruments and other inventory positions owned using inventory positions sold, but not yet purchased, interest rate derivatives, U.S. treasury bond futures and options, and equity option contracts.
Derivative Contract Financial Instruments
The Company uses interest rate and credit default swaps, interest rate locks, U.S. treasury bond futures and options, and equity option contracts as a means to manage risk in certain inventory positions. The Company also enters into interest rate and credit default swaps to facilitate customer transactions. Credit default swaps use rates based upon the Commercial Mortgage Backed Securities ("CMBX") index. The following describes the Company's derivatives by the type of transaction or security the instruments are economically hedging.
Customer matched-book derivatives: The Company enters into interest rate derivative contracts in a principal capacity as a dealer to satisfy the financial needs of its customers. The Company simultaneously enters into an interest rate derivative contract with a third party for the same notional amount to hedge the interest rate and credit risk of the initial client interest rate derivative contract. In certain limited instances, the Company has only hedged interest rate risk with a third party, and retains uncollateralized credit risk as described below. The instruments use rates based upon the Secured Overnight Financing Rate ("SOFR") index, the Municipal Market Data ("MMD") index or the Securities Industry and Financial Markets Association ("SIFMA") index.
Trading securities derivatives: The Company enters into interest rate derivative contracts and uses U.S. treasury bond futures and options to hedge interest rate and market value risks primarily associated with its fixed income securities. These instruments use rates based upon the MMD, SOFR or SIFMA indices. The Company also enters into equity option contracts to hedge market value risk associated with its convertible securities.
Derivatives are reported on a net basis by counterparty (i.e., the net payable or receivable for derivative assets and liabilities for a given counterparty) when a legal right of offset exists and on a net basis by cross product when applicable provisions are stated in master netting agreements. Cash collateral received or paid is netted on a counterparty basis, provided a legal right of offset exists. The total absolute notional contract amount, representing the absolute value of the sum of gross long and short derivative contracts, provides an indication of the volume of the Company's derivative activity and does not represent gains and losses. The following table presents the gross fair market value and the total absolute notional contract amount of the Company's outstanding derivative instruments, prior to counterparty netting, by asset or liability position:
| September 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||
| (Amounts 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Trading securities | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
(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.
15
The Company's derivative contracts do not qualify for hedge accounting; therefore, unrealized gains and losses are recorded on the consolidated statements of operations. The gains and losses on the related economically hedged inventory positions are not disclosed below as they are not in qualifying hedging relationships. The following table presents the Company's unrealized gains/(losses) on derivative instruments:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| (Amounts in thousands) | September 30, | September 30, | ||||||||||||||||||||||||||||||
| Derivative Category | Operations Category | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||
Interest rate derivative contract | Investment banking | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
Interest rate derivative contract | Institutional brokerage | |||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||
Credit risk associated with the Company's derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. Credit exposure associated with the Company's derivatives is driven by uncollateralized market movements in the fair value of the contracts with counterparties and is monitored regularly by the Company's financial risk committee. The Company considers counterparty credit risk in determining derivative contract fair value. The majority of the Company's derivative contracts are substantially collateralized by its counterparties, who are major financial institutions. The Company has a limited number of counterparties who are not required to post collateral. Based on market movements, the uncollateralized amounts representing the fair value of a derivative contract can become material, exposing the Company to the credit risk of these counterparties. As of September 30, 2023, the Company had $4.7 million of uncollateralized credit exposure with these counterparties (notional contract amount of $152.3 million), including $3.4 million of uncollateralized credit exposure with one counterparty.
Note 5 Fair Value of Financial Instruments
Based on the nature of the Company's business and its role as a "dealer" in the securities industry or as a manager of alternative asset management funds, the fair values of its financial instruments are determined internally. The Company's processes are designed to ensure that the fair values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, unobservable inputs are developed based on an evaluation of all relevant empirical market data, including prices evidenced by market transactions, interest rates, credit spreads, volatilities and correlations and other security-specific information. Valuation adjustments related to illiquidity or counterparty credit risk are also considered. In estimating fair value, the Company may utilize information provided by third party pricing vendors to corroborate internally-developed fair value estimates.
The Company employs specific control processes to determine the reasonableness of the fair value of its financial instruments. The Company's processes are designed to ensure that the internally-estimated fair values are accurately recorded and that the data inputs and the valuation techniques used are appropriate, consistently applied, and that the assumptions are reasonable and consistent with the objective of determining fair value. Individuals outside of the trading departments perform independent pricing verification reviews as of each reporting date. The Company has established parameters which set forth when the fair value of securities is independently verified. The selection parameters are generally based upon the type of security, the level of estimation risk of a security, the materiality of the security to the Company's consolidated financial statements, changes in fair value from period to period, and other specific facts and circumstances of the Company's securities portfolio. In evaluating the initial internally-estimated fair values made by the Company's traders, the nature and complexity of securities involved (e.g., term, coupon, collateral, and other key drivers of value), level of market activity for securities, and availability of market data are considered. The independent price verification procedures include, but are not limited to, analysis of trade data (both internal and external where available), corroboration to the valuation of positions with similar characteristics, risks and components, or comparison to an alternative pricing source, such as a discounted cash flow model. The Company's valuation committees, comprised of members of senior management and risk management, provide oversight and overall responsibility for the internal control processes and procedures related to fair value measurements.
16
The following is a description of the valuation techniques used to measure fair value.
Cash Equivalents
Cash equivalents include highly liquid investments with original maturities of 90 days or less. Actively traded money market funds are measured at their net asset value and classified as Level I.
Financial Instruments and Other Inventory Positions
The Company records financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased at fair value on the consolidated statements of financial condition with unrealized gains and losses reflected on the consolidated statements of operations.
Equity securities – Exchange traded equity securities are valued based on quoted prices from the exchange for identical assets or liabilities as of the period-end date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level I.
Convertible securities – Convertible securities are valued based on observable trades, when available, and therefore are generally categorized as Level II.
Corporate fixed income securities – Fixed income securities include corporate bonds which are valued based on recently executed market transactions of comparable size, internally-developed fair value estimates based on observable inputs, or broker quotations. Accordingly, these corporate bonds are categorized as Level II.
Taxable municipal securities – Taxable municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II.
Tax-exempt municipal securities – Tax-exempt municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II. Certain illiquid tax-exempt municipal securities are valued using market data for comparable securities (e.g., maturity and sector) and management judgment to infer an appropriate current yield or other model-based valuation techniques deemed appropriate by management based on the specific nature of the individual security and are therefore categorized as Level III.
Short-term municipal securities – Short-term municipal securities include variable rate demand notes and other short-term municipal securities. Variable rate demand notes and other short-term municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II.
U.S. government agency securities – U.S. government agency securities include agency debt bonds and mortgage bonds. Agency debt bonds are valued by using either direct price quotes or price quotes for comparable bond securities and are categorized as Level II. Mortgage bonds include bonds secured by mortgages, mortgage pass-through securities, agency collateralized mortgage-obligation ("CMO") securities and agency interest-only securities. Mortgage pass-through securities, CMO securities and interest-only securities are valued using recently executed observable trades or other observable inputs, such as prepayment speeds and therefore are generally categorized as Level II. Mortgage bonds are valued using observable market inputs, such as market yields on spreads over U.S. treasury securities, or models based upon prepayment expectations. These securities are categorized as Level II.
U.S. government securities – U.S. government securities include highly liquid U.S. treasury securities which are generally valued using quoted market prices and therefore categorized as Level I. The Company does not transact in securities of countries other than the U.S. government.
17
Derivative contracts – Derivative contracts include interest rate swaps, interest rate locks, and U.S. treasury bond futures. These instruments derive their value from underlying assets, reference rates, indices or a combination of these factors. The majority of the Company's interest rate derivative contracts, including both interest rate swaps and interest rate locks, are valued using market standard pricing models based on the net present value of estimated future cash flows. The valuation models used do not involve material subjectivity as the methodologies do not entail significant judgment and the pricing inputs are market observable, including contractual terms, yield curves and measures of volatility. These instruments are classified as Level II within the fair value hierarchy. Certain interest rate locks transact in less active markets and are valued using valuation models that include the previously mentioned observable inputs and certain unobservable inputs that require significant judgment, such as the premium over the MMD curve. These instruments are classified as Level III.
Investments
The Company's investments valued at fair value include equity investments in private companies. Investments in private companies are valued based on an assessment of each underlying security, considering rounds of financing, the financial condition and operating results of the private company, third party transactions and market-based information, including comparable company transactions, trading multiples (e.g., multiples of revenue and earnings before interest, taxes, depreciation and amortization ("EBITDA")), discounted cash flow analyses and changes in market outlook, among other factors. These securities are categorized based on the lowest level of input that is significant to the fair value measurement.
18
The following table summarizes quantitative information about the significant unobservable inputs used in the fair value measurement of the Company's Level III financial instruments as of September 30, 2023:
| Valuation | Weighted | ||||||||||||||||||||||
| Technique | Unobservable Input | Range | Average (1) | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
Financial instruments and other inventory positions owned: | |||||||||||||||||||||||
| Municipal securities: | |||||||||||||||||||||||
| Tax-exempt securities | Discounted cash flow | Expected recovery rate (% of par) (3) | |||||||||||||||||||||
| Current yield (3) | |||||||||||||||||||||||
| Derivative contracts: | |||||||||||||||||||||||
| Interest rate locks | Discounted cash flow | Premium over the MMD curve in basis points ("bps") (3) | |||||||||||||||||||||
| Investments at fair value: | |||||||||||||||||||||||
| Equity securities in private companies (2) | Market approach | Revenue multiple (3) | |||||||||||||||||||||
| EBITDA multiple (3) | |||||||||||||||||||||||
| Market comparable valuation multiple (3) | |||||||||||||||||||||||
| Discounted cash flow | Discount rate (4) | ||||||||||||||||||||||
| 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 in bps (4) | |||||||||||||||||||||
(1)Unobservable inputs were weighted by the relative fair value of the financial instruments.
(2)As of September 30, 2023, the Company had $204.2 million of Level III investments at fair value, of which $52.8 million, or 25.9 percent, was valued based on a recent round of independent financing.
(3)There is uncertainty in the determination of fair value. Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly higher/(lower) fair value measurement.
(4)There is uncertainty in the determination of fair value. Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly lower/(higher) fair value measurement.
19
The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in FASB Accounting Standards Codification Topic 820, "Fair Value Measurement" ("ASC 820") as of September 30, 2023:
| Counterparty | |||||||||||||||||||||||||||||
| and Cash | |||||||||||||||||||||||||||||
| Collateral | |||||||||||||||||||||||||||||
| (Amounts in thousands) | Level I | Level II | Level III | Netting (1) | Total | ||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
Financial instruments and other inventory positions owned: | |||||||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Convertible securities | $ | — | $ | $ | — | $ | — | $ | |||||||||||||||||||||
| Fixed income securities | — | — | — | ||||||||||||||||||||||||||
| Municipal securities: | |||||||||||||||||||||||||||||
| Taxable securities | — | — | — | ||||||||||||||||||||||||||
| Tax-exempt securities | — | — | |||||||||||||||||||||||||||
| Short-term securities | — | — | — | ||||||||||||||||||||||||||
| U.S. government agency securities | — | — | — | ||||||||||||||||||||||||||
| U.S. government securities | — | — | — | ||||||||||||||||||||||||||
| Derivative contracts | — | ( | |||||||||||||||||||||||||||
Total financial instruments and other inventory positions owned | ( | ||||||||||||||||||||||||||||
| Cash equivalents | — | — | — | ||||||||||||||||||||||||||
| Investments at fair value (2) | — | — | |||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased: | |||||||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Equity securities | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||||
| Fixed income securities | — | — | — | ||||||||||||||||||||||||||
| U.S. government agency securities | — | — | — | ||||||||||||||||||||||||||
| U.S. government securities | — | — | — | ||||||||||||||||||||||||||
| Derivative contracts | — | ( | |||||||||||||||||||||||||||
Total financial instruments and other inventory positions sold, but not yet purchased | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
(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)Includes noncontrolling interests of $189.4 million attributable to unrelated third party ownership in consolidated alternative asset management funds.
20
The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 2022:
| Counterparty | |||||||||||||||||||||||||||||
| and Cash | |||||||||||||||||||||||||||||
| Collateral | |||||||||||||||||||||||||||||
| (Amounts in thousands) | Level I | Level II | Level III | Netting (1) | Total | ||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
Financial instruments and other inventory positions owned: | |||||||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Equity securities | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||||
| Convertible securities | — | — | — | ||||||||||||||||||||||||||
| Fixed income securities | — | — | — | ||||||||||||||||||||||||||
| Municipal securities: | |||||||||||||||||||||||||||||
| Taxable securities | — | — | — | ||||||||||||||||||||||||||
| Tax-exempt securities | — | — | |||||||||||||||||||||||||||
| Short-term securities | — | — | — | ||||||||||||||||||||||||||
| U.S. government agency securities | — | — | — | ||||||||||||||||||||||||||
| U.S. government securities | — | — | — | ||||||||||||||||||||||||||
| Derivative contracts | — | ( | |||||||||||||||||||||||||||
Total financial instruments and other inventory positions owned | ( | ||||||||||||||||||||||||||||
| Cash equivalents | — | — | — | ||||||||||||||||||||||||||
| Investments at fair value (2) | — | — | |||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased: | |||||||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Equity securities | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||||
| Fixed income securities | — | — | — | ||||||||||||||||||||||||||
| U.S. government securities | — | — | — | ||||||||||||||||||||||||||
| Derivative contracts | — | ( | |||||||||||||||||||||||||||
Total financial instruments and other inventory positions sold, but not yet purchased | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
(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)Includes noncontrolling interests of $200.7 million attributable to unrelated third party ownership in consolidated alternative asset management funds.
The Company's Level III assets were $220.1 million (including noncontrolling interests of $160.4 million) and $200.5 million (including noncontrolling interests of $148.7 million), or 30.3 percent and 21.4 percent of financial instruments measured at fair value at September 30, 2023 and December 31, 2022, respectively. There were $14.7 million of transfers of financial assets out of Level III for the nine months ended September 30, 2023, primarily due to unobservable inputs becoming observable.
21
The following tables summarize the changes in fair value associated with Level III financial instruments held at the beginning or end of the periods presented:
| Unrealized gains/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (losses) for assets/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at | Realized | Unrealized | Balance at | liabilities held at | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, | Transfers | Transfers | gains/ | gains/ | September 30, | September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2023 | Purchases | Sales | in | out | (losses) | (losses) | 2023 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions owned: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal securities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax-exempt securities | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions owned | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments at fair value | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions sold, but not yet purchased | $ | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Unrealized gains/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (losses) for assets/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at | Realized | Unrealized | Balance at | liabilities held at | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, | Transfers | Transfers | gains/ | gains/ | September 30, | September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2022 | Purchases | Sales | in | out | (losses) | (losses) | 2022 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions owned: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal securities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax-exempt securities | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions owned | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments at fair value | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | $ | $ | ( | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions sold, but not yet purchased | $ | $ | ( | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
22
| Unrealized gains/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (losses) for assets/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at | Realized | Unrealized | Balance at | liabilities held at | |||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, | Transfers | Transfers | gains/ | gains/ | September 30, | September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2022 | Purchases | Sales | in | out | (losses) | (losses) | 2023 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions owned: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal securities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax-exempt securities | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions owned | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments at fair value | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | $ | $ | ( | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions sold, but not yet purchased | $ | $ | ( | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Unrealized gains/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (losses) for assets/ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at | Realized | Unrealized | Balance at | liabilities held at | |||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, | Transfers | Transfers | gains/ | gains/ | September 30, | September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2021 | Purchases | Sales | in | out | (losses) | (losses) | 2022 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions owned: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal securities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax-exempt securities | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions owned | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments at fair value | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial instruments and other inventory positions sold, but not yet purchased: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative contracts | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Total financial instruments and other inventory positions sold, but not yet purchased | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
23
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 principally reported in investment income on the consolidated statements of operations.
The carrying values of the Company's cash, receivables and payables either from or to brokers, dealers and clearing organizations and long-term financings approximate fair value due to either their liquid or short-term nature.
Note 6 Variable Interest Entities ("VIEs")
The Company has investments in and/or acts as the managing partner of various partnerships and limited liability companies. These entities were established for the purpose of investing in securities of public or private companies, and were initially financed through the capital commitments or seed investments of the members.
VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities. The determination as to whether an entity is a VIE is based on the structure and nature of each entity. The Company also considers other characteristics such as the power through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance and how the entity is financed.
The Company is required to consolidate all VIEs for which it is considered to be the primary beneficiary. The determination as to whether the Company is considered to be the primary beneficiary is based on whether the Company has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.
Consolidated VIEs
The Company's consolidated VIEs at September 30, 2023 included certain alternative asset management funds in which the Company has an investment and, as the managing partner, is deemed to have both the power to direct the most significant activities of the funds and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these funds.
The following table presents information about the carrying value of the assets and liabilities of the VIEs that are consolidated by the Company and included on the consolidated statements of financial condition at September 30, 2023. The assets can only be used to settle the liabilities of the respective VIE, and the creditors of the VIEs do not have recourse to the general credit of the Company. These VIEs have a combined $56.0 million of bank line financing available with interest rates based on SOFR plus an applicable margin. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities is eliminated in consolidation.
| Alternative Asset | ||||||||
| (Amounts in thousands) | Management Funds | |||||||
| Assets | ||||||||
| Investments | $ | |||||||
| Other assets | ||||||||
| Total assets | $ | |||||||
| Liabilities | ||||||||
| Other liabilities and accrued expenses | $ | |||||||
| Total liabilities | $ | |||||||
The Company has investments in a grantor trust which was established as part of a nonqualified deferred compensation plan. The Company is the primary beneficiary of the grantor trust. Accordingly, the assets and liabilities of the grantor trust are consolidated by the Company on the consolidated statements of financial condition. See Note 14 for additional information on the nonqualified deferred compensation plan.
24
Nonconsolidated VIEs
The Company determined it is not the primary beneficiary of certain VIEs and, accordingly, does not consolidate them. These VIEs had net assets approximating $1.2 12.1 million, which is the carrying value of its capital contributions recorded in investments on the consolidated statements of financial condition at September 30, 2023. The Company had no
Note 7 Receivables from and Payables to Brokers, Dealers and Clearing Organizations
| September 30, | December 31, | ||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Receivable from clearing organizations | $ | $ | |||||||||
| Receivable from brokers and dealers | |||||||||||
| Other | |||||||||||
| Total receivables from brokers, dealers and clearing organizations | $ | $ | |||||||||
| September 30, | December 31, | ||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Payable to brokers and dealers | $ | $ | |||||||||
| Total payables to brokers, dealers and clearing organizations | $ | $ | |||||||||
Note 8 Investments
The Company's investments include investments in private companies and partnerships.
| September 30, | December 31, | ||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Investments at fair value | $ | $ | |||||||||
| Investments at cost | |||||||||||
| Investments accounted for under the equity method | |||||||||||
| Total investments | |||||||||||
Less: Investments attributable to noncontrolling interests (1) | ( | ( | |||||||||
| $ | $ | ||||||||||
(1)Noncontrolling interests are attributable to unrelated third party ownership in consolidated alternative asset management funds.
At September 30, 2023, investments carried on a cost basis had an estimated fair market value of $0.3 million. Because valuation estimates were based upon management's judgment, investments carried at cost would be categorized as Level III assets in the fair value hierarchy, if they were carried at fair value.
25
Note 9 Other Assets
| September 30, | December 31, | ||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Fee receivables | $ | $ | |||||||||
| Forgivable loans, net | |||||||||||
| Prepaid expenses | |||||||||||
| Income tax receivables | |||||||||||
| Other (1) | |||||||||||
| Total other assets | $ | $ | |||||||||
(1)As of December 31, 2022, the Company had a $7.5
Note 10 Short-Term Financing
The Company has an unsecured $75 million revolving credit facility with U.S. Bank N.A. The credit agreement will terminate on December 19, 2025, unless otherwise terminated, and is subject to a one-year extension exercisable at the option of the Company. This credit facility includes customary events of default and covenants that, among other things, require the Company's U.S. broker dealer subsidiary to maintain a minimum regulatory net capital of $120 million, limit the Company's leverage ratio, require maintenance of a minimum ratio of operating cash flow to fixed charges, and impose certain limitations on the Company's ability to make acquisitions and make payments on its capital stock. At September 30, 2023, there were no advances against this credit facility.
The Company's committed short-term bank line financing at September 30, 2023 consisted of a one-year $80 million committed revolving credit facility with U.S. Bank N.A., which has been renewed annually in the fourth quarter of each year since 2008. Advances under this facility are secured by certain marketable securities. The facility includes a covenant that requires the Company's U.S. broker dealer subsidiary to maintain a minimum regulatory net capital of $120 million, and the unpaid principal amount of all advances under this facility will be due on December 8, 2023. The Company pays a nonrefundable commitment fee on the unused portion of the facility on a quarterly basis. At September 30, 2023, the Company had no advances against this line of credit.
Note 11 Legal Contingencies
26
The Company accrues for potential losses resulting from pending and potential legal actions, investigations and regulatory proceedings when such losses are probable and reasonably estimable. In many cases, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to develop before a probability of loss can be determined or range of loss can reasonably be estimated. Given uncertainties regarding the timing, scope, volume and outcome of pending and potential legal actions, investigations and regulatory proceedings and other factors, the amounts of accruals and ranges of reasonably possible losses are difficult to determine and of necessity subject to future revision. Subject to the foregoing, management of the Company believes, based on currently available information, after consultation with outside legal counsel and taking into account any prior accruals, that pending legal actions, investigations and regulatory proceedings will be resolved with no material adverse effect on the consolidated statements of financial condition, results of operations or cash flows of the Company, except as described in the next paragraph.
The SEC is conducting an investigation of the Company regarding compliance with recordkeeping requirements for business-related communications sent over unapproved electronic messaging channels. The SEC has brought several recent enforcement actions relating to recordkeeping practices, and it is currently conducting numerous similar investigations of other registered broker dealers and registered investment advisors. The Company is cooperating with the investigation. Currently, the Company is engaged in settlement negotiations with the SEC to resolve this investigation and anticipates that the resolution will include the payment of a civil money penalty. As of September 30, 2023, the Company accrued $15.0 million as an estimated civil penalty related to this investigation, which is included in other operating expenses on the consolidated statements of operations for the three and nine months ended September 30, 2023. The Company is also cooperating with a similar investigation being conducted by the Commodity Futures Trading Commission (the "CFTC"). The Company has not accrued a loss contingency related to the CFTC investigation because it is neither probable nor reasonably estimable at this time.
If during any period a potential adverse contingency becomes probable or is resolved for an amount in excess of the established accrual, the results of operations and cash flows in that period and the financial condition as of the end of that period could be materially adversely affected. At September 30, 2023, the high end of the range of reasonably estimable losses in excess of amounts accrued was approximately $5.0 million. In addition, there can be no assurance that material losses will not be incurred from claims that have not yet been brought to the Company's attention or are not yet determined to be reasonably possible.
Note 12 Restructuring and Integration Costs
The Company incurred the following restructuring and integration costs:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Vacated leased office space | $ | $ | $ | $ | |||||||||||||||||||
| Severance, benefits and outplacement | ( | ||||||||||||||||||||||
| Total restructuring costs | |||||||||||||||||||||||
| Integration costs | |||||||||||||||||||||||
| Total restructuring and integration costs | $ | $ | $ | $ | |||||||||||||||||||
Note 13 Shareholders' Equity
Dividends
The Company's current dividend policy is intended to return a metric based on fiscal year net income to its shareholders. The Company's board of directors determines the declaration and payment of dividends and is free to change the Company's dividend policy at any time.
27
During the nine months ended September 30, 2023, the Company declared and paid quarterly cash dividends on its common stock, aggregating $1.80 per share, and a special cash dividend on its common stock of $1.25 per share. The special cash dividend related to the Company's fiscal year 2022 results. Total dividends paid, including accrued forfeitable dividends paid on restricted stock vestings, were $74.2 million for the nine months ended September 30, 2023.
On October 27, 2023, the board of directors declared a quarterly cash dividend on its common stock of $0.60 per share to be paid on December 8, 2023, to shareholders of record as of the close of business on November 21, 2023.
Share Repurchases
The Company purchases shares of common stock pursuant to share repurchase programs authorized by the Company's board of directors. The Company also purchases shares of common stock from restricted stock award recipients upon the award vesting or as recipients sell shares to meet their employment tax obligations.
The following table summarizes the repurchase programs authorized by the Company's board of directors:
| Effective Date | Authorized Amount | Expiration Date | Remaining Authorization at September 30, 2023 | |||||||||||||||||
| $ | $ | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
The following table summarizes the Company's repurchase activity:
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Shares repurchased pursuant to repurchase authorizations | |||||||||||
| Common shares repurchased | |||||||||||
| Aggregate purchase price (in millions) | $ | $ | |||||||||
| Average price per share | $ | $ | |||||||||
| Shares repurchased from employees related to employment tax obligations | |||||||||||
| Common shares repurchased | |||||||||||
| Aggregate purchase price (in millions) | $ | $ | |||||||||
| Average price per share | $ | $ | |||||||||
Issuance of Shares
The Company issues common shares out of treasury stock as a result of employee restricted share vesting and exercise transactions as discussed in Note 14. During the nine months ended September 30, 2023 and 2022, the Company issued 1,916,220 shares and 929,770 shares, respectively, related to these obligations.
Noncontrolling Interests
The consolidated financial statements include the accounts of Piper Sandler Companies, its wholly owned subsidiaries and other entities in which the Company has a controlling financial interest. Noncontrolling interests represent equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. Noncontrolling interests represent the minority equity holders' proportionate share of the equity in the Company's alternative asset management funds.
28
Note 14 Compensation Plans
Stock-Based Compensation Plans
The Company has three outstanding stock-based compensation plans: the Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive Plan"), the 2020 Employment Inducement Award Plan (the "2020 Inducement Plan") and the 2022 Employment Inducement Award Plan (the "2022 Inducement Plan"). The Company's equity awards are recognized on the consolidated statements of operations at grant date fair value over the service period of the award, less forfeitures.
The following table provides a summary of the Company's outstanding equity awards (in shares or units, as applicable) as of September 30, 2023:
| Restricted stock related to compensation plans | |||||
| Annual grants | |||||
| Sign-on grants | |||||
| Inducement grants | |||||
| 2020 Inducement Plan | |||||
| 2022 Inducement Plan | |||||
| Total restricted stock related to compensation plans | |||||
| Restricted stock related to acquisitions (1) | |||||
| Total restricted stock | |||||
| Restricted stock units | |||||
| Stock options | |||||
(1)Includes restricted stock with service conditions issued in conjunction with all acquisitions since January 1, 2020. See Note 3 for further discussion.
Incentive Plan
The Incentive Plan permits the grant of equity awards, including restricted stock, restricted stock units and non-qualified stock options, to the Company's employees and directors for up to 10.9 million shares of common stock (1.9 million shares remained available for future issuance under the Incentive Plan as of September 30, 2023). The Company believes that such awards help align the interests of employees and directors with those of shareholders and serve as an employee retention tool. The Incentive Plan provides for accelerated vesting of awards if there is a severance event, a change in control of the Company (as defined in the Incentive Plan), in the event of a participant's death, and at the discretion of the compensation committee of the Company's board of directors.
29
Restricted Stock Awards
Restricted stock grants are valued at the market price of the Company's common stock on the date of grant and are amortized over the requisite service period. The Company grants shares of restricted stock to employees as part of year-end compensation ("Annual Grants") and upon initial hiring or as a retention award ("Sign-on Grants" or "Inducement Grants").
The Company's Annual Grants are made each year in February. Annual Grants vest ratably over three years in equal installments. The Annual Grants provide for continued vesting after termination of employment, so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreements entered into upon termination. The Company determined the service inception date precedes the grant date for the Annual Grants, and that the post-termination restrictions do not meet the criteria for an in-substance service condition, as defined by FASB Accounting Standards Codification Topic 718, "Compensation — Stock Compensation." Accordingly, restricted stock granted as part of the Annual Grants is expensed in the one-year period in which those awards are deemed to be earned, which is generally the calendar year preceding the February grant date. For example, the Company recognized compensation expense during fiscal year 2022 for its February 2023 Annual Grant. If an equity award related to the Annual Grants is forfeited as a result of violating the post-termination restrictions, the lower of the fair value of the award at grant date or the fair value of the award at the date of forfeiture is recorded within the consolidated statements of operations as a reversal of compensation expense.
Sign-on Grants are used as a recruiting tool for new employees and are issued to current employees as a retention tool. These awards have both cliff and ratable vesting terms, and the employees must fulfill service requirements in exchange for rights to the awards. Compensation expense is amortized on a straight-line basis from the grant date over the requisite service period, generally to five years . Employees forfeit unvested shares upon termination of employment and a reversal of compensation expense is recorded.
Inducement Grants are issued as a retention tool in conjunction with certain acquisitions. During 2022, the Company granted $9.3 million (65,125 shares) in restricted stock under the Incentive Plan in conjunction with its acquisitions of Cornerstone Macro and Stamford Partners. These restricted shares are subject to graded vesting, and employees must fulfill service requirements in exchange for the rights to the restricted shares. Compensation expense is amortized on a straight-line basis over the requisite service period, generally to four years . Employees forfeit unvested shares upon termination of employment and a reversal of compensation expense is recorded.
Annually, the Company grants stock to its non-employee directors. The stock-based compensation paid to non-employee directors is fully expensed on the grant date and included within outside services expense on the consolidated statements of operations.
Restricted Stock Units
The Company grants restricted stock units to its leadership team ("Leadership Grants"). Restricted stock units will vest and convert to shares of common stock at the end of each 36 -month performance period only if the Company satisfies predetermined performance and/or market conditions over the performance period. The performance condition requires the Company to achieve certain average adjusted return on equity targets, as defined in the terms of the award agreements. The market condition requires the Company to achieve a certain total shareholder return ("TSR") relative to members of a predetermined peer group. Under the terms of these awards, the number of units that will actually vest and convert to shares will be based on the extent to which the Company achieves the specified targets during each performance period. The maximum payout leverage by grant year is as follows:
| Maximum Payout Leverage | ||||||||||||||||||||
| Grant Year | Performance Condition | Market Condition | Total | |||||||||||||||||
| 2023 | ||||||||||||||||||||
| 2022 | ||||||||||||||||||||
| 2021 | ||||||||||||||||||||
| 2020 | ||||||||||||||||||||
| 2019 | ||||||||||||||||||||
30
The fair value of the performance condition portion of the award was based on the closing price of the Company's common stock on the grant date. If the Company determines that it is probable that the performance condition will be achieved, compensation expense is amortized on a straight-line basis over the 36 -month performance period. The Company reevaluates achievement of the performance condition by grant year each reporting period with changes in estimated outcomes accounted for using a cumulative effect adjustment to compensation expense. Compensation expense will be recognized only if the performance condition is met. Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. As of September 30, 2023, the expected payout leverage for the performance condition portion of the award by grant year is as follows:
| Expected Payout | ||||||||
| Grant Year | Leverage | |||||||
| 2023 | ||||||||
| 2022 | ||||||||
| 2021 | ||||||||
The market condition must be met for the market condition portion of the award to vest. Compensation expense will be recognized regardless if the market condition is satisfied, and is amortized on a straight-line basis over the 36 -month requisite service period (or earlier if age and service conditions are met, as described below). Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. The fair value of the market condition portion of the award was determined on the grant date using a Monte Carlo simulation with the following assumptions:
| Risk-free | Expected Stock | |||||||||||||||||||
| Grant Year | Vesting Year | Interest Rate | Price Volatility | |||||||||||||||||
| 2023 | 2026 | |||||||||||||||||||
| 2022 | 2025 | |||||||||||||||||||
| 2021 | 2024 | |||||||||||||||||||
| 2020 | 2023 | |||||||||||||||||||
| 2019 | 2022 | |||||||||||||||||||
Because the vesting of the market condition portion of the award depends on the Company's TSR relative to a peer group, the valuation modeled the performance of the peer group as well as the correlation between the Company and the peer group. The expected stock price volatility assumptions were determined using historical volatility, as correlation coefficients can only be developed through historical volatility. The risk-free interest rates were determined based on three-year U.S. Treasury bond yields.
The compensation committee of the Company's board of directors included defined retirement provisions in its Leadership Grants. Certain grantees meeting defined age and service requirements will be fully vested in the awards as long as performance and post-termination obligations are met throughout the performance period. These retirement-eligible grants are expensed in the period in which those awards are deemed to be earned, which is the calendar year preceding the February grant date.
Stock Options
On February 15, 2023 and February 15, 2018, the Company granted options to certain executive officers. These options are expensed on a straight-line basis over the required service period of five years ten years
31
The fair value of these stock option awards was estimated on the respective date of grant using the Black-Scholes option-pricing model with the following assumptions:
| February 2023 | February 2018 | ||||||||||
| Grant | Grant | ||||||||||
| Risk-free interest rate | % | % | |||||||||
| Dividend yield | % | % | |||||||||
| Expected stock price volatility | % | % | |||||||||
| Expected life of options (in years) | |||||||||||
| Fair value of options granted (per share) | $ | $ | |||||||||
The risk-free interest rate assumption was based on the U.S. Treasury bond yield with a maturity equal to the expected life of the options. The dividend yield assumption was based on the assumed dividend payout over the expected life of the options. The expected stock price volatility assumption was determined using historical volatility, as correlation coefficients can only be developed through historical volatility. The expected life of options assumption was determined using the simplified method due to the Company's limited exercise information. The simplified method calculates the expected term as the midpoint of the vesting term and the original contractual term of the options.
Inducement Plans
Inducement plan awards are amortized as compensation expense on a straight-line basis over each respective vesting period. Employees forfeit unvested shares upon termination of employment and a reversal of compensation expense is recorded.
The Company established the 2019 Employment Inducement Award Plan (the "2019 Inducement Plan") in conjunction with its acquisition of Weeden & Co. L.P. ("Weeden & Co."). On August 2, 2019, the Company granted $7.3 million (97,752 shares) in restricted stock. These restricted shares were subject to graded vesting through August 2, 2023. The Company terminated the 2019 Inducement Plan in August 2023.
The Company established the 2020 Inducement Plan in conjunction with its acquisition of SOP Holdings, LLC and its subsidiaries, including Sandler O'Neill & Partners, L.P. On January 3, 2020, the Company granted $96.9 million (1,217,423 shares) in restricted stock. These restricted shares have both cliff and graded vesting terms with vesting periods of 18 months, three years or five years (with a weighted average service period of 3.7 years). On April 3, 2020, the Company granted $5.5 million (114,000 shares) in restricted stock under the 2020 Inducement Plan in conjunction with its acquisition of The Valence Group ("Valence"). These restricted shares are subject to graded vesting, generally beginning on the third anniversary of the grant date through April 3, 2025. On December 31, 2020, the Company granted $2.9 million (29,194 shares) in restricted stock under the 2020 Inducement Plan in conjunction with its acquisition of TRS Advisors LLC ("TRS"). These restricted shares are subject to ratable vesting over a three-year vesting period.
The Company established the 2022 Inducement Plan in conjunction with its acquisition of DBO Partners. On October 7, 2022, the Company granted $17.4 million (161,030 shares) in restricted stock. These restricted shares are generally subject to ratable vesting over a five-year vesting period.
Stock-Based Compensation Activity
The following table summarizes the Company's stock-based compensation activity:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| Forfeitures | |||||||||||||||||||||||
| Tax benefit related to stock-based compensation expense | |||||||||||||||||||||||
32
The following table summarizes the changes in the Company's unvested restricted stock:
| Unvested | Weighted Average | ||||||||||
| Restricted Stock | Grant Date | ||||||||||
| (in Shares) | Fair Value | ||||||||||
| December 31, 2022 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Canceled | ( | ||||||||||
| September 30, 2023 | $ | ||||||||||
The following table summarizes the changes in the Company's unvested restricted stock units:
| Unvested | Weighted Average | ||||||||||
| Restricted | Grant Date | ||||||||||
| Stock Units | Fair Value | ||||||||||
| December 31, 2022 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Canceled | |||||||||||
| September 30, 2023 | $ | ||||||||||
As of September 30, 2023, there was $100.7 million of total unrecognized compensation cost related to restricted stock and restricted stock units expected to be recognized over a weighted average period of 2.9 years.
The following table summarizes the changes in the Company's outstanding stock options:
| Weighted Average | |||||||||||||||||||||||
| Weighted | Remaining | ||||||||||||||||||||||
| Options | Average | Contractual Term | Aggregate | ||||||||||||||||||||
| Outstanding | Exercise Price | (in Years) | Intrinsic Value | ||||||||||||||||||||
| December 31, 2022 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Canceled | |||||||||||||||||||||||
| Expired | |||||||||||||||||||||||
| September 30, 2023 | $ | $ | |||||||||||||||||||||
| Options exercisable at September 30, 2023 | $ | $ | |||||||||||||||||||||
As of September 30, 2023, there was $3.1 million of unrecognized compensation cost related to stock options expected to be recognized over a weighted average period of 4.4 years.
33
Deferred Compensation Plans
The Company maintains various deferred compensation arrangements for employees.
Mutual Fund Restricted Share Investment Plan
The Mutual Fund Restricted Share Investment Plan is a fully funded deferred compensation plan which allows eligible employees to receive a portion of their incentive compensation in restricted mutual fund shares ("MFRS Awards") of investment funds. MFRS Awards are awarded to qualifying employees in February of each year, and represent a portion of their compensation for performance in the preceding year similar to the Company's Annual Grants. MFRS Awards vest ratably over three years in equal installments and provide for continued vesting after termination of employment so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreement entered into upon termination. Forfeitures are recorded as a reduction of compensation and benefits expense within the consolidated statements of operations. MFRS Awards are owned by employee recipients (subject to aforementioned vesting restrictions) and as such are not included on the consolidated statements of financial condition.
Nonqualified Deferred Compensation Plan
The nonqualified deferred compensation plan is an unfunded plan which allows certain highly compensated employees, at their election, to defer a portion of their compensation. This plan was closed to future deferral elections by participants for performance periods beginning after December 31, 2017. The amounts deferred under this plan are held in a grantor trust. The Company invests, as a principal, in investments to economically hedge its obligation under the nonqualified deferred compensation plan. The investments in the grantor trust consist of mutual funds which are categorized as Level I in the fair value hierarchy. These investments totaled $17.0 15.9
Acquisition-Related Compensation Arrangements
In conjunction with the 2020 acquisitions of Valence and TRS, additional cash may be earned by certain employees if a revenue threshold is exceeded during the respective three-year
In the third quarter of 2023, the Company paid $10.0 million related to the acquisition of Valence (the "Valence Earnout"). The Company recorded $0.5 million and $1.1 million in compensation expense related to the Valence Earnout for the three months ended September 30, 2023 and 2022, respectively, and $2.2 million and $4.2 million for the nine months ended September 30, 2023 and 2022, respectively.
If earned, the amount related to the acquisition of TRS (the "TRS Earnout") will be paid by April 3, 2024. As of September 30, 2023, the Company expects the maximum amount of $7.0 million will be earned and has accrued $5.9 million related to this additional cash payment. The Company recorded $0.5 1.6
The Company also granted $10.1 million in restricted cash in conjunction with the 2019 acquisition of Weeden & Co. for retention purposes. Compensation expense was amortized on a straight-line basis over the requisite service period. The restricted cash award was subject to graded vesting, beginning on the third anniversary of the grant date through August 2, 2023. The final payment was made in the third quarter of 2023.
34
Note 15 Earnings Per Share ("EPS")
Basic earnings per common share is computed by dividing net income applicable to Piper Sandler Companies by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive stock options, restricted stock units and restricted shares.
The computation of EPS is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in thousands, except per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net income applicable to Piper Sandler Companies | $ | $ | $ | $ | |||||||||||||||||||
| Shares for basic and diluted calculations: | |||||||||||||||||||||||
| Average shares used in basic computation | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Restricted shares | |||||||||||||||||||||||
| Average shares used in diluted computation | |||||||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
35
Note 16 Revenues and Business Information
The Company's activities as an investment bank and institutional securities firm constitute a single business segment. The substantial majority of the Company's net revenues and long-lived assets are located in the U.S.
Reportable financial results are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Investment banking | |||||||||||||||||||||||
| Advisory services | $ | $ | $ | $ | |||||||||||||||||||
| Corporate financing | |||||||||||||||||||||||
| Municipal financing | |||||||||||||||||||||||
| Total investment banking | |||||||||||||||||||||||
| Institutional brokerage | |||||||||||||||||||||||
| Equity brokerage | |||||||||||||||||||||||
| Fixed income services | |||||||||||||||||||||||
| Total institutional brokerage | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Investment income/(loss) | ( | ( | ( | ||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Non-interest expenses | |||||||||||||||||||||||
Pre-tax income/(loss) | $ | ( | $ | $ | $ | ||||||||||||||||||
| Pre-tax margin | ( | % | % | % | % | ||||||||||||||||||
36
Note 17 Net Capital Requirements and Other Regulatory Matters
Piper Sandler is registered as a securities broker dealer with the SEC and is a member of various SROs and securities exchanges. The Financial Industry Regulatory Authority, Inc. ("FINRA") serves as Piper Sandler's primary SRO. Piper Sandler is subject to the uniform net capital rule of the SEC and the net capital rule of FINRA. Piper Sandler has elected to use the alternative method permitted by the SEC rule which requires that it maintain minimum net capital of $1.0 million. Advances to affiliates, repayment of subordinated debt, dividend payments and other equity withdrawals by Piper Sandler are subject to certain approvals, notifications and other provisions of SEC and FINRA rules.
At September 30, 2023, net capital calculated under the SEC rule was $156.6 million, and exceeded the minimum net capital required under the SEC rule by $155.6 million.
The Company's committed short-term credit facility, revolving credit facility and its Class B senior notes include covenants requiring Piper Sandler to maintain a minimum regulatory net capital of $120 120 million.
Piper Sandler Ltd., a broker dealer subsidiary registered in the United Kingdom, is subject to the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority. As of September 30, 2023, Piper Sandler Ltd. was in compliance with the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority.
Piper Sandler Hong Kong Limited is licensed by the Hong Kong Securities and Futures Commission, which is subject to the liquid capital requirements of the Securities and Futures (Financial Resources) Rule promulgated under the Securities and Futures Ordinance. At September 30, 2023, Piper Sandler Hong Kong Limited was in compliance with the liquid capital requirements of the Hong Kong Securities and Futures Commission.
Note 18 Subsequent Event
37
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes and exhibits included elsewhere in this Quarterly Report on Form 10-Q. Certain statements in this Quarterly Report on Form 10-Q may be considered forward-looking. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements include, among other things, statements other than historical information or statements of current conditions and may relate to our future plans and objectives and results, and also may include our belief regarding the effect of various legal proceedings, as set forth under "Legal Proceedings" in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2022, as updated in our subsequent reports filed with the Securities and Exchange Commission ("SEC"), and under "Legal Proceedings" in Part II, Item 1 of this Quarterly Report on Form 10-Q. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including those factors discussed below under "External Factors Impacting Our Business" as well as the factors identified under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as updated in our subsequent reports filed with the SEC, and under "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.
Explanation of Non-GAAP Financial Measures
We have included financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). These non-GAAP financial measures include adjustments to exclude (1) investment (income)/loss and non-compensation expenses related to noncontrolling interests, (2) interest expense on long-term financing from net revenues, (3) amortization of intangible assets related to acquisitions, (4) compensation and non-compensation expenses from acquisition-related agreements, (5) restructuring and integration costs related to acquisitions and/or headcount reductions and (6) the income tax expense/(benefit) allocated to the adjustments. For the three and nine months ended September 30, 2023, the U.S. GAAP financial measures include $16.4 million of non-compensation expenses related to a potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications. We anticipate the resolution of this matter will include the payment of a civil money penalty and have accrued an estimated civil penalty of $15.0 million, which is included in other operating expenses on the consolidated statements of operations. Additionally, we have incurred $1.4 million of related outside services expenses. The non-GAAP financial measures for the three and nine months ended September 30, 2023 exclude the non-compensation expenses related to this potential regulatory settlement. The adjusted weighted average diluted shares outstanding used in the calculation of non-GAAP earnings per diluted common share contains an adjustment to include the common shares for unvested restricted stock awards with service conditions granted pursuant to all acquisitions since January 1, 2020. These adjustments affect the following financial measures: net revenues, compensation expenses, non-compensation expenses, income tax expense, net income applicable to Piper Sandler Companies, earnings per diluted common share, total non-interest expenses, pre-tax income/(loss) and pre-tax margin. Management believes that presenting these results and measures on an adjusted basis in conjunction with the corresponding U.S. GAAP measures provides the most meaningful basis for comparison of our operating results across periods and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP.
38
Executive Overview
Our business principally consists of providing investment banking and institutional brokerage services to corporations, private equity groups, public entities, non-profit entities and institutional investors in the United States and Europe. We operate through one reportable business segment. Refer to our Annual Report on Form 10-K for the year ended December 31, 2022 for a full description of our business, including our business strategy.
During 2022, we completed the following acquisitions as part of our growth strategy:
•On October 7, 2022, we completed the acquisition of DBO Partners Holding LLC, including its subsidiary, DBO Partners LLC (collectively, "DBO Partners"), a technology investment banking firm. The transaction expanded the scale of our technology sector and added general partner advisory services.
•On June 10, 2022, we completed the acquisition of Stamford Partners LLP, a specialist investment bank offering mergers and acquisitions advisory services to European food and beverage and related consumer sectors. The transaction expanded our presence in Europe.
•On February 4, 2022, we completed the acquisition of Cornerstone Macro Research LP, including its subsidiary, Cornerstone Macro LLC (collectively, "Cornerstone Macro"), a research firm focused on providing macro research and equity derivatives trading to institutional investors. The transaction added a macro research platform and increased the scale of our equity brokerage operations.
Financial Highlights
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except per share data) | Sept. 30, | Sept. 30, | 2023 | Sept. 30, | Sept. 30, | 2023 | |||||||||||||||||||||||||||||
| 2023 | 2022 | v2022 | 2023 | 2022 | v2022 | ||||||||||||||||||||||||||||||
| U.S. GAAP | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | 289,485 | $ | 331,753 | (12.7) | % | $ | 876,116 | $ | 1,034,589 | (15.3) | % | |||||||||||||||||||||||
Compensation and benefits | 207,282 | 232,966 | (11.0) | 595,880 | 720,782 | (17.3) | |||||||||||||||||||||||||||||
Non-compensation expenses | 85,653 | 79,885 | 7.2 | 243,496 | 222,108 | 9.6 | |||||||||||||||||||||||||||||
Income/(loss) before income tax expense | (3,450) | 18,902 | N/M | 36,740 | 91,699 | (59.9) | |||||||||||||||||||||||||||||
| Net income applicable to Piper Sandler Companies | 3,878 | 14,532 | (73.3) | 33,466 | 72,573 | (53.9) | |||||||||||||||||||||||||||||
| Earnings per diluted common share | $ | 0.22 | $ | 0.87 | (74.7) | $ | 1.95 | $ | 4.27 | (54.3) | |||||||||||||||||||||||||
| Ratios and margin | |||||||||||||||||||||||||||||||||||
| Compensation ratio | 71.6 | % | 70.2 | % | 68.0 | % | 69.7 | % | |||||||||||||||||||||||||||
| Non-compensation ratio | 29.6 | % | 24.1 | % | 27.8 | % | 21.5 | % | |||||||||||||||||||||||||||
| Pre-tax margin | (1.2) | % | 5.7 | % | 4.2 | % | 8.9 | % | |||||||||||||||||||||||||||
| Effective tax rate | (296.4) | % | 43.2 | % | 6.4 | % | 31.1 | % | |||||||||||||||||||||||||||
Non-GAAP(1) | |||||||||||||||||||||||||||||||||||
| Adjusted net revenues | $ | 306,208 | $ | 335,406 | (8.7) | % | $ | 872,804 | $ | 1,042,841 | (16.3) | % | |||||||||||||||||||||||
Adjusted compensation and benefits | 195,724 | 209,611 | (6.6) | 555,832 | 652,519 | (14.8) | |||||||||||||||||||||||||||||
Adjusted non-compensation expenses | 63,760 | 67,878 | (6.1) | 203,096 | 196,672 | 3.3 | |||||||||||||||||||||||||||||
| Adjusted operating income | 46,724 | 57,917 | (19.3) | 113,876 | 193,650 | (41.2) | |||||||||||||||||||||||||||||
Adjusted net income applicable to Piper Sandler Companies | 31,477 | 40,858 | (23.0) | 94,019 | 141,478 | (33.5) | |||||||||||||||||||||||||||||
Adjusted earnings per diluted common share | $ | 1.76 | $ | 2.32 | (24.1) | $ | 5.24 | $ | 7.93 | (33.9) | |||||||||||||||||||||||||
| Adjusted ratios and margin | |||||||||||||||||||||||||||||||||||
| Adjusted compensation ratio | 63.9 | % | 62.5 | % | 63.7 | % | 62.6 | % | |||||||||||||||||||||||||||
| Adjusted non-compensation ratio | 20.8 | % | 20.2 | % | 23.3 | % | 18.9 | % | |||||||||||||||||||||||||||
| Adjusted operating margin | 15.3 | % | 17.3 | % | 13.0 | % | 18.6 | % | |||||||||||||||||||||||||||
| Adjusted effective tax rate | 30.2 | % | 27.4 | % | 13.7 | % | 25.1 | % | |||||||||||||||||||||||||||
N/M — Not meaningful
See the "Results of Operations" section for additional information.
39
(1)Reconciliation of U.S. GAAP to adjusted non-GAAP financial information:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in thousands, except per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Net revenues – U.S. GAAP basis | $ | 289,485 | $ | 331,753 | $ | 876,116 | $ | 1,034,589 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Investment (income)/loss related to noncontrolling interests | 15,098 | 2,028 | (8,187) | 3,377 | |||||||||||||||||||
| Interest expense on long-term financing | 1,625 | 1,625 | 4,875 | 4,875 | |||||||||||||||||||
| Adjusted net revenues | $ | 306,208 | $ | 335,406 | $ | 872,804 | $ | 1,042,841 | |||||||||||||||
| Compensation and benefits: | |||||||||||||||||||||||
| Compensation and benefits – U.S. GAAP basis | $ | 207,282 | $ | 232,966 | $ | 595,880 | $ | 720,782 | |||||||||||||||
| Adjustment: | |||||||||||||||||||||||
| Compensation from acquisition-related agreements | (11,558) | (23,355) | (40,048) | (68,263) | |||||||||||||||||||
| Adjusted compensation and benefits | $ | 195,724 | $ | 209,611 | $ | 555,832 | $ | 652,519 | |||||||||||||||
| Non-compensation expenses: | |||||||||||||||||||||||
| Non-compensation expenses – U.S. GAAP basis | $ | 85,653 | $ | 79,885 | $ | 243,496 | $ | 222,108 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Non-compensation expenses related to noncontrolling interests | (2,457) | (1,771) | (7,253) | (6,030) | |||||||||||||||||||
| Restructuring and integration costs | — | (6,467) | (3,903) | (9,323) | |||||||||||||||||||
| Amortization of intangible assets related to acquisitions | (4,833) | (3,769) | (14,641) | (10,083) | |||||||||||||||||||
| Non-compensation expenses from acquisition-related agreements | 1,760 | — | 1,760 | — | |||||||||||||||||||
Non-compensation expenses from potential regulatory settlement | (16,363) | — | (16,363) | — | |||||||||||||||||||
| Adjusted non-compensation expenses | $ | 63,760 | $ | 67,878 | $ | 203,096 | $ | 196,672 | |||||||||||||||
Income/(loss) before income tax expense: | |||||||||||||||||||||||
Income/(loss) before income tax expense – U.S. GAAP basis | $ | (3,450) | $ | 18,902 | $ | 36,740 | $ | 91,699 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Investment (income)/loss related to noncontrolling interests | 15,098 | 2,028 | (8,187) | 3,377 | |||||||||||||||||||
| Interest expense on long-term financing | 1,625 | 1,625 | 4,875 | 4,875 | |||||||||||||||||||
| Non-compensation expenses related to noncontrolling interests | 2,457 | 1,771 | 7,253 | 6,030 | |||||||||||||||||||
| Compensation from acquisition-related agreements | 11,558 | 23,355 | 40,048 | 68,263 | |||||||||||||||||||
| Restructuring and integration costs | — | 6,467 | 3,903 | 9,323 | |||||||||||||||||||
| Amortization of intangible assets related to acquisitions | 4,833 | 3,769 | 14,641 | 10,083 | |||||||||||||||||||
| Non-compensation expenses from acquisition-related agreements | (1,760) | — | (1,760) | — | |||||||||||||||||||
Non-compensation expenses from potential regulatory settlement | 16,363 | — | 16,363 | — | |||||||||||||||||||
| Adjusted operating income | $ | 46,724 | $ | 57,917 | $ | 113,876 | $ | 193,650 | |||||||||||||||
| Interest expense on long-term financing | (1,625) | (1,625) | (4,875) | (4,875) | |||||||||||||||||||
| Adjusted income before adjusted income tax expense | $ | 45,099 | $ | 56,292 | $ | 109,001 | $ | 188,775 | |||||||||||||||
Income tax expense: | |||||||||||||||||||||||
Income tax expense – U.S. GAAP basis | $ | 10,227 | $ | 8,169 | $ | 2,340 | $ | 28,533 | |||||||||||||||
| Tax effect of adjustments: | |||||||||||||||||||||||
| Compensation from acquisition-related agreements | 2,250 | 4,981 | 7,960 | 14,485 | |||||||||||||||||||
| Restructuring and integration costs | — | 1,483 | 1,007 | 1,926 | |||||||||||||||||||
| Amortization of intangible assets related to acquisitions | 1,247 | 801 | 3,777 | 2,353 | |||||||||||||||||||
| Non-compensation expenses from acquisition-related agreements | (454) | — | (454) | — | |||||||||||||||||||
Non-compensation expenses from potential regulatory settlement | 352 | — | 352 | — | |||||||||||||||||||
| Adjusted income tax expense | $ | 13,622 | $ | 15,434 | $ | 14,982 | $ | 47,297 | |||||||||||||||
| Net income applicable to Piper Sandler Companies: | |||||||||||||||||||||||
| Net income applicable to Piper Sandler Companies – U.S. GAAP basis | $ | 3,878 | $ | 14,532 | $ | 33,466 | $ | 72,573 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Compensation from acquisition-related agreements | 9,308 | 18,374 | 32,088 | 53,778 | |||||||||||||||||||
| Restructuring and integration costs | — | 4,984 | 2,896 | 7,397 | |||||||||||||||||||
| Amortization of intangible assets related to acquisitions | 3,586 | 2,968 | 10,864 | 7,730 | |||||||||||||||||||
| Non-compensation expenses from acquisition-related agreements | (1,306) | — | (1,306) | — | |||||||||||||||||||
Non-compensation expenses from potential regulatory settlement | 16,011 | — | 16,011 | — | |||||||||||||||||||
| Adjusted net income applicable to Piper Sandler Companies | $ | 31,477 | $ | 40,858 | $ | 94,019 | $ | 141,478 | |||||||||||||||
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| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (Amounts in thousands, except per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Earnings per diluted common share: | |||||||||||||||||||||||
| Earnings per diluted common share – U.S. GAAP basis | $ | 0.22 | $ | 0.87 | $ | 1.95 | $ | 4.27 | |||||||||||||||
| Adjustment for inclusion of unvested acquisition-related stock | (0.06) | (0.12) | (0.23) | (0.41) | |||||||||||||||||||
| $ | 0.16 | $ | 0.75 | $ | 1.72 | $ | 3.86 | ||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Compensation from acquisition-related agreements | 0.54 | 1.09 | 1.87 | 3.17 | |||||||||||||||||||
| Restructuring and integration costs | — | 0.30 | 0.17 | 0.44 | |||||||||||||||||||
| Amortization of intangible assets related to acquisitions | 0.21 | 0.18 | 0.63 | 0.46 | |||||||||||||||||||
| Non-compensation expenses from acquisition-related agreements | (0.08) | — | (0.08) | — | |||||||||||||||||||
Non-compensation expenses from potential regulatory settlement | 0.93 | — | 0.93 | — | |||||||||||||||||||
| Adjusted earnings per diluted common share | $ | 1.76 | $ | 2.32 | $ | 5.24 | $ | 7.93 | |||||||||||||||
| Weighted average diluted common shares outstanding: | |||||||||||||||||||||||
| Weighted average diluted common shares outstanding – U.S. GAAP basis | 17,256 | 16,733 | 17,176 | 16,980 | |||||||||||||||||||
| Adjustment: | |||||||||||||||||||||||
| Unvested acquisition-related restricted stock with service conditions | 673 | 853 | 764 | 871 | |||||||||||||||||||
| Adjusted weighted average diluted common shares outstanding | 17,929 | 17,586 | 17,940 | 17,851 | |||||||||||||||||||
External Factors Impacting Our Business
Performance in the financial services industry in which we operate is highly correlated to the overall strength of macroeconomic conditions, financial market activity and the effect of geopolitical events. Overall market conditions are a product of many factors, which are beyond our control, often unpredictable and at times inherently volatile. These factors may affect the financial decisions made by investors, including their level of participation in the financial markets. In turn, these decisions may affect our business results. With respect to financial market activity, our profitability is sensitive to a variety of factors, including the demand for investment banking services as reflected by the number and size of advisory transactions, equity and debt corporate financings, and municipal financings; the relative level of volatility of the equity and fixed income markets; changes in interest rates and credit spreads (especially rapid and extreme changes); overall market liquidity; the level and shape of various yield curves; the volume and value of trading in securities; and overall equity valuations.
Factors that differentiate our business within the financial services industry also may affect our financial results. For example, our capital markets business focuses on specific industry sectors while serving principally a middle-market clientele. If the business environment for our focus sectors is impacted adversely, our business and results of operations could reflect these impacts. In addition, our business, with its specific areas of focus and investment, may not track overall market trends. Given the variability of the capital markets and securities businesses, our earnings may fluctuate significantly from period to period, and results for any individual period should not be considered indicative of future results.
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Outlook for the Remainder of 2023
We believe U.S. monetary policy will remain a factor impacting the economy and financial markets throughout the remainder of the year and into 2024. The U.S. Federal Reserve further increased its short-term benchmark interest rate in the third quarter of 2023 and is expected to hold rates at a higher level for some time as it continues its tightening measures. Higher interest rates and persistent inflation combined with labor shortages, and tightened commercial bank lending standards continue to strain the economy. While these factors contributed to economic uncertainty and muted activity in the financial markets, client activity incrementally improved during the third quarter of 2023. Geopolitical concerns, including the conflicts in the Middle East and eastern Europe, could negatively impact financial market activity in the fourth quarter and into 2024.
Despite the continued macroeconomic uncertainty, there was an improvement in the mergers and acquisitions ("M&A") and debt advisory markets during the quarter. We have a number of large announced deals that are expected to close by the end of 2023 and, absent events that could cause a delay in the closing of these and other transactions in our pipeline, we expect that advisory services revenues for the fourth quarter of 2023 will continue to show sequential improvement.
While equity financing activity improved relative to the prior year, the market activity continues to remain below historical levels. Our corporate financing activity during October has been similar to our third quarter of 2023 run rate.
The equity markets experienced lower average volatility and moderated volumes during the third quarter of 2023. Despite the softer market conditions, we performed well driven by our quality research services and the broad capabilities of our platform. Our client research votes continue to increase, which we believe will drive further market share gains over time. We expect strong equity brokerage revenues in the fourth quarter of 2023 as our clients position their portfolios for 2024.
Market conditions for our fixed income services business remained challenging in the third quarter of 2023 driven by continued interest rate uncertainty and a focus on liquidity among our depository clients. Longer term yields moved higher in the quarter, with the 10-year U.S. Treasury increasing 73 basis points to end the third quarter at 4.6 percent, and rising to above 5.0 percent early in the fourth quarter of 2023. While we expect our near-term outlook to remain challenging, we are beginning to observe more constructive fixed income markets as our clients take advantage of higher yielding securities.
Our municipal financing business continued to experience challenging market conditions in the third quarter of 2023 resulting from higher interest rates and volatility, as well as weakened investor demand. We expect overall market issuances will continue to be lower than historical levels until rates stabilize, issuers adjust to higher nominal rates and more investors return to the municipal investment space.
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Results of Operations
Financial Summary for the three months ended September 30, 2023 and September 30, 2022
The following table provides a summary of the results of our operations on a U.S. GAAP basis and the results of our operations as a percentage of net revenues for the periods indicated.
| As a Percentage of | |||||||||||||||||||||||||||||
| Net Revenues for the | |||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||
| (Amounts in thousands) | 2023 | 2022 | v2022 | 2023 | 2022 | ||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Investment banking | $ | 211,666 | $ | 241,427 | (12.3) | % | 73.1 | % | 72.8 | % | |||||||||||||||||||
| Institutional brokerage | 90,493 | 89,711 | 0.9 | 31.3 | 27.0 | ||||||||||||||||||||||||
| Interest income | 6,980 | 5,454 | 28.0 | 2.4 | 1.6 | ||||||||||||||||||||||||
Investment loss | (17,108) | (2,190) | 681.2 | (5.9) | (0.7) | ||||||||||||||||||||||||
| Total revenues | 292,031 | 334,402 | (12.7) | 100.9 | 100.8 | ||||||||||||||||||||||||
| Interest expense | 2,546 | 2,649 | (3.9) | 0.9 | 0.8 | ||||||||||||||||||||||||
| Net revenues | 289,485 | 331,753 | (12.7) | 100.0 | 100.0 | ||||||||||||||||||||||||
| Non-interest expenses: | |||||||||||||||||||||||||||||
| Compensation and benefits | 207,282 | 232,966 | (11.0) | 71.6 | 70.2 | ||||||||||||||||||||||||
| Outside services | 12,538 | 13,399 | (6.4) | 4.3 | 4.0 | ||||||||||||||||||||||||
| Occupancy and equipment | 16,308 | 16,759 | (2.7) | 5.6 | 5.1 | ||||||||||||||||||||||||
| Communications | 12,883 | 12,464 | 3.4 | 4.5 | 3.8 | ||||||||||||||||||||||||
Marketing and business development | 8,674 | 11,704 | (25.9) | 3.0 | 3.5 | ||||||||||||||||||||||||
| Deal-related expenses | 6,653 | 8,017 | (17.0) | 2.3 | 2.4 | ||||||||||||||||||||||||
| Trade execution and clearance | 4,864 | 5,155 | (5.6) | 1.7 | 1.6 | ||||||||||||||||||||||||
| Restructuring and integration costs | — | 6,467 | N/M | — | 1.9 | ||||||||||||||||||||||||
Intangible asset amortization | 4,833 | 3,769 | 28.2 | 1.7 | 1.1 | ||||||||||||||||||||||||
| Other operating expenses | 18,900 | 2,151 | 778.7 | 6.5 | 0.6 | ||||||||||||||||||||||||
| Total non-interest expenses | 292,935 | 312,851 | (6.4) | 101.2 | 94.3 | ||||||||||||||||||||||||
Income/(loss) before income tax expense | (3,450) | 18,902 | N/M | (1.2) | 5.7 | ||||||||||||||||||||||||
Income tax expense | 10,227 | 8,169 | 25.2 | 3.5 | 2.5 | ||||||||||||||||||||||||
Net income/(loss) | (13,677) | 10,733 | N/M | (4.7) | 3.2 | ||||||||||||||||||||||||
Net loss applicable to noncontrolling interests | (17,555) | (3,799) | 362.1 | (6.1) | (1.1) | ||||||||||||||||||||||||
| Net income applicable to Piper Sandler Companies | $ | 3,878 | $ | 14,532 | (73.3) | % | 1.3 | % | 4.4 | % | |||||||||||||||||||
N/M – Not meaningful
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For the three months ended September 30, 2023, we recorded net income applicable to Piper Sandler Companies of $3.9 million. Net revenues for the three months ended September 30, 2023 were $289.5 million, a 12.7 percent decrease compared with $331.8 million in the year-ago period. In the third quarter of 2023, investment banking revenues were $211.7 million, down 12.3 percent compared to $241.4 million in the prior-year period, primarily resulting from a decrease in advisory services revenues, as well as lower municipal and corporate financing revenues. For the three months ended September 30, 2023, institutional brokerage revenues were $90.5 million, essentially flat compared with $89.7 million in the third quarter of 2022, as higher fixed income services revenues were offset by lower equity brokerage revenues. For the three months ended September 30, 2023, net interest income was $4.4 million, compared to $2.8 million in the prior-year period. In the third quarter of 2023, we recorded an investment loss of $17.1 million, compared to $2.2 million in the third quarter of 2022. In the current quarter, we recorded higher unrealized losses on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Non-interest expenses were $292.9 million for the three months ended September 30, 2023, down 6.4 percent compared with $312.9 million in the prior-year period, primarily due to decreased compensation expenses resulting from lower revenues.
Consolidated Non-Interest Expenses
Compensation and Benefits – Compensation and benefits expenses, which are the largest component of our expenses, include salaries, incentive compensation, benefits, stock-based compensation, employment taxes, reversal of expenses associated with the forfeiture of stock-based compensation and other employee-related costs. A significant portion of compensation expense is comprised of variable incentive arrangements, including discretionary incentive compensation, the amount of which fluctuates in proportion to the level of business activity, increasing with higher revenues and operating profits. Other compensation costs, primarily base salaries and benefits, are more fixed in nature. The timing of incentive compensation payments, which generally occur in February, has a greater impact on our cash position and liquidity than is reflected on our consolidated statements of operations. In conjunction with our acquisitions, we have granted restricted stock and restricted cash with service conditions, which are amortized to compensation expense over the service period. We have also entered into forgivable loans with service conditions, which are amortized to compensation expense over the loan term. Additionally, expense estimates related to revenue-based earnout arrangements with service conditions entered into as part of our acquisitions are amortized to compensation expense over the service period.
The following table summarizes our future acquisition-related compensation expense for restricted stock and forgivable loans with service conditions, as well as expense estimates related to revenue-based earnout arrangements:
| (Amounts in thousands) | |||||
| Remainder of 2023 | $ | 11,053 | |||
| 2024 | 40,648 | ||||
| 2025 | 22,265 | ||||
| 2026 | 14,802 | ||||
| 2027 | 9,366 | ||||
| Total | $ | 98,134 | |||
For the three months ended September 30, 2023, compensation and benefits expenses decreased 11.0 percent to $207.3 million, compared with $233.0 million in the corresponding period of 2022, due to lower revenues. Compensation and benefits expenses as a percentage of net revenues was 71.6 percent in the third quarter of 2023, compared to 70.2 percent in the third quarter of 2022. Excluding the impact of noncontrolling interests, our compensation ratio decreased on a lower net revenue base to 68.1 percent in the third quarter of 2023, compared with 69.8 percent in the third quarter of 2022, primarily due to a decrease in acquisition-related compensation expenses.
Outside Services – Outside services expenses include securities processing expenses, outsourced technology functions, outside legal fees, fund expenses associated with our consolidated alternative asset management funds and other professional fees. Outside services expenses were $12.5 million in the third quarter of 2023, compared with $13.4 million in the corresponding period of 2022.
Occupancy and Equipment – For the three months ended September 30, 2023, occupancy and equipment expenses decreased slightly to $16.3 million, compared with $16.8 million in the corresponding period of 2022.
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Communications – Communication expenses include costs for telecommunication and data communication, primarily consisting of expenses for obtaining third party market data information. For the three months ended September 30, 2023, communication expenses increased slightly to $12.9 million, compared with $12.5 million in the corresponding period of 2022.
Marketing and Business Development – Marketing and business development expenses include travel and entertainment costs, advertising and third party marketing fees. For the three months ended September 30, 2023, marketing and business development expenses decreased 25.9 percent to $8.7 million, compared with $11.7 million in the corresponding period of 2022. The decrease was primarily due to lower travel expenses.
Deal-Related Expenses – Deal-related expenses include costs we incurred over the course of a completed investment banking deal, which primarily consist of legal fees, offering expenses, and travel and entertainment costs. For the three months ended September 30, 2023, deal-related expenses were $6.7 million, compared with $8.0 million for the three months ended September 30, 2022. The amount of deal-related expenses is principally dependent on the level and mix of deal activity and may vary from period to period as the recognition of deal-related costs typically coincides with the closing of a transaction.
Trade Execution and Clearance – For the three months ended September 30, 2023, trade execution and clearance expenses were $4.9 million, down slightly compared with $5.2 million in the corresponding period of 2022.
Restructuring and Integration Costs – For the three months ended September 30, 2022, we incurred acquisition-related restructuring and integration costs of $6.5 million, primarily related to vacated leased office space associated with our acquisitions of The Valence Group ("Valence") and Cornerstone Macro, as well as transaction costs related to our 2022 acquisitions.
Intangible Asset Amortization – Intangible asset amortization includes the amortization of definite-lived intangible assets consisting of customer relationships and internally developed software. For the three months ended September 30, 2023, intangible asset amortization was $4.8 million, compared to $3.8 million for the three months ended September 30, 2022. The increase was primarily due to higher intangible asset amortization expense associated with our acquisition of DBO Partners.
The following table summarizes the future aggregate amortization expense of our intangible assets with determinable lives:
| (Amounts in thousands) | |||||
| Remainder of 2023 | $ | 4,799 | |||
| 2024 | 9,445 | ||||
| 2025 | 7,887 | ||||
| 2026 | 7,253 | ||||
| 2027 | 3,480 | ||||
| Thereafter | 2,732 | ||||
| Total | $ | 35,596 | |||
Other Operating Expenses – Other operating expenses primarily include insurance costs, license and registration fees, expenses related to our charitable giving program and litigation-related expenses, which consist of the amounts we accrue for and/or pay out related to legal and regulatory matters. Other operating expenses were $18.9 million in the third quarter of 2023, compared with $2.2 million in the corresponding period in 2022. The increase was primarily due to an accrual for an estimated civil penalty related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications.
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Income Taxes – For the three months ended September 30, 2023, our provision for income taxes was $10.2 million, which included $0.9 million of tax benefits related to stock-based compensation awards vesting at values greater than the grant price. Excluding the impact of this benefit and noncontrolling interests, our effective tax rate was 79.1 percent. The increase in the effective tax rate was driven by higher non-deductible expenses, primarily consisting of an estimated civil penalty related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications.
For the three months ended September 30, 2022, our provision for income taxes was $8.2 million, which included a $0.7 million tax benefit related to stock-based compensation awards vesting at values greater than the grant price. Excluding the impact of this benefit and noncontrolling interests, our effective tax rate was 38.9 percent.
Financial Performance
Our activities as an investment bank and institutional securities firm constitute a single business segment.
Throughout this section, we have presented results on both a U.S. GAAP and non-GAAP basis. Management believes that presenting results and measures on an adjusted, non-GAAP basis in conjunction with the corresponding U.S. GAAP measures provides a more meaningful basis for comparison of its operating results and underlying trends between periods, and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. The non-GAAP results should be considered in addition to, not as a substitute for, the results prepared in accordance with U.S. GAAP.
The adjusted financial results exclude (1) investment (income)/loss and non-compensation expenses related to noncontrolling interests, (2) interest expense on long-term financing from net revenues, (3) amortization of intangible assets related to acquisitions, (4) compensation and non-compensation expenses from acquisition-related agreements, (5) restructuring and integration costs related to acquisitions and/or headcount reductions and (6) non-compensation expenses from a potential regulatory settlement. For U.S. GAAP purposes, these items are included in each of their respective line items on the consolidated statements of operations.
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The following table sets forth the adjusted, non-GAAP financial results and adjustments necessary to reconcile to our consolidated U.S. GAAP financial results for the periods presented:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments (1) | Adjustments (1) | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | Noncontrolling | Other | U.S. | Total | Noncontrolling | Other | U.S. | ||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Adjusted | Interests | Adjustments | GAAP | Adjusted | Interests | Adjustments | GAAP | |||||||||||||||||||||||||||||||||||||||
| Investment banking | |||||||||||||||||||||||||||||||||||||||||||||||
| Advisory services | $ | 154,560 | $ | — | $ | — | $ | 154,560 | $ | 174,805 | $ | — | $ | — | $ | 174,805 | |||||||||||||||||||||||||||||||
| Corporate financing | 37,171 | — | — | 37,171 | 40,103 | — | — | 40,103 | |||||||||||||||||||||||||||||||||||||||
| Municipal financing | 19,935 | — | — | 19,935 | 26,519 | — | — | 26,519 | |||||||||||||||||||||||||||||||||||||||
| Total investment banking | 211,666 | — | — | 211,666 | 241,427 | — | — | 241,427 | |||||||||||||||||||||||||||||||||||||||
Institutional brokerage | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity brokerage | 50,243 | — | — | 50,243 | 52,685 | — | — | 52,685 | |||||||||||||||||||||||||||||||||||||||
| Fixed income services | 40,250 | — | — | 40,250 | 37,026 | — | — | 37,026 | |||||||||||||||||||||||||||||||||||||||
| Total institutional brokerage | 90,493 | — | — | 90,493 | 89,711 | — | — | 89,711 | |||||||||||||||||||||||||||||||||||||||
| Interest income | 6,980 | — | — | 6,980 | 5,454 | — | — | 5,454 | |||||||||||||||||||||||||||||||||||||||
Investment loss | (2,010) | (15,098) | — | (17,108) | (162) | (2,028) | — | (2,190) | |||||||||||||||||||||||||||||||||||||||
| Total revenues | 307,129 | (15,098) | — | 292,031 | 336,430 | (2,028) | — | 334,402 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | 921 | — | 1,625 | 2,546 | 1,024 | — | 1,625 | 2,649 | |||||||||||||||||||||||||||||||||||||||
| Net revenues | 306,208 | (15,098) | (1,625) | 289,485 | 335,406 | (2,028) | (1,625) | 331,753 | |||||||||||||||||||||||||||||||||||||||
| Total non-interest expenses | 259,484 | 2,457 | 30,994 | 292,935 | 277,489 | 1,771 | 33,591 | 312,851 | |||||||||||||||||||||||||||||||||||||||
Pre-tax income/(loss) | $ | 46,724 | $ | (17,555) | $ | (32,619) | $ | (3,450) | $ | 57,917 | $ | (3,799) | $ | (35,216) | $ | 18,902 | |||||||||||||||||||||||||||||||
Pre-tax margin | 15.3 | % | (1.2) | % | 17.3 | % | 5.7 | % | |||||||||||||||||||||||||||||||||||||||
(1)The following is a summary of the adjustments needed to reconcile our consolidated U.S. GAAP financial results to the adjusted, non-GAAP financial results:
Noncontrolling interests – The impacts of consolidating noncontrolling interests in our alternative asset management funds are not included in our adjusted financial results.
Other adjustments – The following items are not included in our adjusted financial results:
| Three Months Ended September 30, | |||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Interest expense on long-term financing | $ | 1,625 | $ | 1,625 | |||||||
| Compensation from acquisition-related agreements | 11,558 | 23,355 | |||||||||
| Restructuring and integration costs | — | 6,467 | |||||||||
| Amortization of intangible assets related to acquisitions | 4,833 | 3,769 | |||||||||
| Non-compensation expenses from acquisition-related agreements | (1,760) | — | |||||||||
Non-compensation expenses from potential regulatory settlement | 16,363 | — | |||||||||
| 30,994 | 33,591 | ||||||||||
| Total other adjustments | $ | 32,619 | $ | 35,216 | |||||||
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Net revenues on a U.S. GAAP basis were $289.5 million for the three months ended September 30, 2023, compared with $331.8 million in the prior-year period. For the three months ended September 30, 2023, adjusted net revenues were $306.2 million, compared with $335.4 million in the third quarter of 2022. The variance explanations for net revenues and adjusted net revenues are consistent on both a U.S. GAAP and non-GAAP basis unless stated otherwise.
The following table provides supplemental business information:
| Three Months Ended | |||||||||||
| September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Advisory services | |||||||||||
| Completed M&A and restructuring transactions | 44 | 55 | |||||||||
| Completed capital advisory transactions | 7 | 17 | |||||||||
| Total completed advisory transactions | 51 | 72 | |||||||||
| Corporate financings | |||||||||||
| Total equity transactions priced | 17 | 20 | |||||||||
| Book run equity transactions priced | 16 | 18 | |||||||||
| Total debt and preferred transactions priced | 4 | 7 | |||||||||
| Book run debt and preferred transactions priced | 3 | 5 | |||||||||
| Municipal negotiated issues | |||||||||||
| Aggregate par value of issues priced (in billions) | $ | 4.0 | $ | 3.6 | |||||||
| Total issues priced | 108 | 106 | |||||||||
| Equity brokerage | |||||||||||
| Number of shares traded (in billions) | 2.5 | 2.6 | |||||||||
Investment banking revenues comprise all of the revenues generated through advisory services activities, which include M&A, equity and debt private placements, debt and restructuring advisory, and municipal financial advisory transactions. Collectively, debt advisory transactions and equity and debt private placements are referred to as capital advisory transactions. Investment banking revenues also include equity and debt corporate financing activities and municipal financings.
In the third quarter of 2023, investment banking revenues decreased 12.3 percent to $211.7 million, compared with $241.4 million in the prior-year period. For the three months ended September 30, 2023, advisory services revenues were $154.6 million, down 11.6 percent compared to $174.8 million in the third quarter of 2022, due to fewer completed transactions reflective of the ongoing challenges in the M&A and debt advisory markets driven by macroeconomic uncertainty, offset in part by a higher average fee. During the third quarter of 2023, our activity was primarily in the financial services and healthcare sectors, with solid contributions from the consumer, energy & power and restructuring groups. For the three months ended September 30, 2023, corporate financing revenues were $37.2 million, down 7.3 percent compared with $40.1 million for the three months ended September 30, 2022, primarily driven by lower debt and preferred financing revenues. The overall market activity for equity financing continues to remain below historic levels. Activity for us during the third quarter of 2023 was principally in the healthcare sector, and we served as book runner on all 12 completed healthcare equity deals. Municipal financing revenues for the three months ended September 30, 2023 were $19.9 million, down 24.8 percent compared to $26.5 million in the prior-year period, primarily driven by a decline in issuances among our specialty sector clients. Market conditions continue to remain challenging resulting from increased interest rates and volatility, combined with weakened investor demand.
Institutional brokerage revenues comprise all of the revenues generated through trading activities, which consist of facilitating customer trades and executing competitive municipal underwritings, as well as fees received for our research services and corporate access offerings. Our results may vary from quarter to quarter as a result of changes in trading margins, trading gains and losses, net interest spreads, trading volumes and the timing of fees received for research services.
48
For the three months ended September 30, 2023, institutional brokerage revenues were $90.5 million, essentially flat compared with $89.7 million in the prior-year period. Equity brokerage revenues were $50.2 million in the third quarter of 2023, down 4.6 percent compared with $52.7 million in the corresponding period of 2022, due to a decline in client activity resulting from reduced market volatility. For the three months ended September 30, 2023, fixed income services revenues were $40.3 million, up 8.7 percent compared to $37.0 million in the prior-year period, driven by increased activity primarily from our asset manager and insurance company clients. The market conditions for fixed income remained challenging during the quarter driven by continued interest rate uncertainty and a focus on liquidity for depository institutions.
Interest income represents amounts earned from holding long inventory positions and cash balances. For the three months ended September 30, 2023, interest income increased to $7.0 million, compared with $5.5 million for the three months ended September 30, 2022, reflecting higher interest rates on our long inventory balances.
Investment income/(loss) includes realized and unrealized gains and losses on investments, including amounts attributable to noncontrolling interests, in our alternative asset management funds, as well as management and performance fees generated from those funds. For the three months ended September 30, 2023, we recorded an investment loss of $17.1 million, compared with $2.2 million in the corresponding period of 2022. In the third quarter of 2023, we recorded higher unrealized losses on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Excluding the impact of noncontrolling interests, adjusted investment loss was $2.0 million for the three months ended September 30, 2023, compared with $0.2 million for the three months ended September 30, 2022.
Interest expense represents amounts associated with financing, economically hedging and holding short inventory positions, including interest paid on our long-term financing arrangements, as well as commitment fees on our line of credit and revolving credit facility. For the three months ended September 30, 2023, interest expense decreased slightly to $2.5 million, compared with $2.6 million in the prior-year period. We repaid our $125 million of Class B unsecured fixed rate senior notes ("Class B Notes") upon maturity on October 15, 2023. Subsequent to the maturity date, we will no longer incur interest expense on long-term financing arrangements.
Pre-tax margin for the three months ended September 30, 2023 was a negative 1.2 percent, compared to 5.7 percent for the corresponding period of 2022. The decrease in pre-tax margin for the current quarter was driven by lower net revenues and increased non-compensation expenses related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications. Adjusted pre-tax margin for the three months ended September 30, 2023 decreased to 15.3 percent, compared with 17.3 percent for the corresponding period of 2022 driven by lower adjusted net revenues and a higher adjusted compensation ratio.
49
Financial Summary for the nine months ended September 30, 2023 and September 30, 2022
The following table provides a summary of the results of our operations on a U.S. GAAP basis and the results of our operations as a percentage of net revenues for the periods indicated.
| As a Percentage of | |||||||||||||||||||||||||||||
| Net Revenues for the | |||||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||
| (Amounts in thousands) | 2023 | 2022 | v2022 | 2023 | 2022 | ||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Investment banking | $ | 580,037 | $ | 733,061 | (20.9) | % | 66.2 | % | 70.9 | % | |||||||||||||||||||
| Institutional brokerage | 274,644 | 299,215 | (8.2) | 31.3 | 28.9 | ||||||||||||||||||||||||
| Interest income | 19,421 | 13,846 | 40.3 | 2.2 | 1.3 | ||||||||||||||||||||||||
| Investment income/(loss) | 9,804 | (4,328) | N/M | 1.1 | (0.4) | ||||||||||||||||||||||||
| Total revenues | 883,906 | 1,041,794 | (15.2) | 100.9 | 100.7 | ||||||||||||||||||||||||
| Interest expense | 7,790 | 7,205 | 8.1 | 0.9 | 0.7 | ||||||||||||||||||||||||
| Net revenues | 876,116 | 1,034,589 | (15.3) | 100.0 | 100.0 | ||||||||||||||||||||||||
| Non-interest expenses: | |||||||||||||||||||||||||||||
| Compensation and benefits | 595,880 | 720,782 | (17.3) | 68.0 | 69.7 | ||||||||||||||||||||||||
| Outside services | 38,120 | 39,004 | (2.3) | 4.4 | 3.8 | ||||||||||||||||||||||||
| Occupancy and equipment | 48,056 | 46,857 | 2.6 | 5.5 | 4.5 | ||||||||||||||||||||||||
| Communications | 40,241 | 38,104 | 5.6 | 4.6 | 3.7 | ||||||||||||||||||||||||
| Marketing and business development | 29,656 | 32,574 | (9.0) | 3.4 | 3.1 | ||||||||||||||||||||||||
| Deal-related expenses | 20,172 | 21,869 | (7.8) | 2.3 | 2.1 | ||||||||||||||||||||||||
| Trade execution and clearance | 14,632 | 15,081 | (3.0) | 1.7 | 1.5 | ||||||||||||||||||||||||
| Restructuring and integration costs | 3,903 | 9,323 | (58.1) | 0.4 | 0.9 | ||||||||||||||||||||||||
| Intangible asset amortization | 14,641 | 10,083 | 45.2 | 1.7 | 1.0 | ||||||||||||||||||||||||
| Other operating expenses | 34,075 | 9,213 | 269.9 | 3.9 | 0.9 | ||||||||||||||||||||||||
| Total non-interest expenses | 839,376 | 942,890 | (11.0) | 95.8 | 91.1 | ||||||||||||||||||||||||
Income before income tax expense | 36,740 | 91,699 | (59.9) | 4.2 | 8.9 | ||||||||||||||||||||||||
Income tax expense | 2,340 | 28,533 | (91.8) | 0.3 | 2.8 | ||||||||||||||||||||||||
| Net income | 34,400 | 63,166 | (45.5) | 3.9 | 6.1 | ||||||||||||||||||||||||
| Net income/(loss) applicable to noncontrolling interests | 934 | (9,407) | N/M | 0.1 | (0.9) | ||||||||||||||||||||||||
| Net income applicable to Piper Sandler Companies | $ | 33,466 | $ | 72,573 | (53.9) | % | 3.8 | % | 7.0 | % | |||||||||||||||||||
N/M – Not meaningful
Except as discussed below, the description of non-interest expenses and net revenues as well as the underlying reasons for variances to prior year are substantially the same as the comparative quarterly discussion.
50
For the nine months ended September 30, 2023, we recorded net income applicable to Piper Sandler Companies of $33.5 million. Net revenues for the nine months ended September 30, 2023 decreased 15.3 percent to $876.1 million, compared with $1.03 billion in the year-ago period. In the first nine months of 2023, investment banking revenues decreased 20.9 percent to $580.0 million, compared with $733.1 million in the prior-year period, primarily driven by a decrease in advisory services revenues, as well as lower municipal financing revenues, offset in part by higher corporate financing revenues. For the nine months ended September 30, 2023, institutional brokerage revenues were $274.6 million, down 8.2 percent compared with $299.2 million in the first nine months of 2022, due to lower fixed income services revenues. In the first nine months of 2023, net interest income was $11.6 million, compared to $6.6 million in the prior-year period, resulting from an increase in interest income on our long inventory and cash balances. For the nine months ended September 30, 2023, we recorded investment income of $9.8 million, compared to an investment loss of $4.3 million in the prior-year period. In the first nine months of 2023, we recorded gains on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Non-interest expenses were $839.4 million for the nine months ended September 30, 2023, down 11.0 percent compared to $942.9 million in the year-ago period, primarily due to decreased compensation expenses resulting from lower revenues.
Consolidated Non-Interest Expenses
Occupancy and Equipment – For the nine months ended September 30, 2023, occupancy and equipment expenses increased slightly to $48.1 million, compared with $46.9 million in the corresponding period of 2022.
Communications – For the nine months ended September 30, 2023, communications expenses increased 5.6 percent to $40.2 million, compared with $38.1 million in the corresponding period of 2022, due to higher market data services expenses resulting mainly from incremental costs related to our acquisition of DBO Partners.
Restructuring and Integration Costs – For the nine months ended September 30, 2023, we incurred restructuring and integration costs of $3.9 million. The expenses primarily consisted of $2.9 million of severance benefits related to headcount reductions in the second quarter of 2023 and $0.9 million for vacated leased office space associated with our acquisitions of Cornerstone Macro and Valence. For the nine months ended September 30, 2022, we incurred acquisition-related restructuring and integration costs of $9.3 million, primarily related to vacated leased office space associated with our acquisitions of Valence and Cornerstone Macro, as well as transaction costs related to our 2022 acquisitions.
Other Operating Expenses – For the nine months ended September 30, 2023, other operating expenses were $34.1 million, compared with $9.2 million in the corresponding period of 2022. The increase was primarily due to an accrual for an estimated civil penalty related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications, as well as the write-off of a $7.5 million uncollectible receivable in our municipal financing business in the second quarter of 2023.
Income Taxes – For the nine months ended September 30, 2023, our provision for income taxes was $2.3 million, which included $15.7 million of tax benefits related to stock-based compensation awards vesting at values greater than the grant price and accrued forfeitable dividends paid on vested restricted stock related to acquisitions. Excluding the impact of these benefits and noncontrolling interests, our effective tax rate was 50.5 percent. The effective tax rate for the nine months ended September 30, 2023 includes the impact of an estimated civil penalty related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications, which is non-deductible for income tax purposes.
For the nine months ended September 30, 2022, our provision for income taxes was $28.5 million, which included a $5.3 million tax benefit related to stock-based compensation awards vesting at values greater than the grant price. Excluding the impact of this benefit and noncontrolling interests, our effective tax rate was 33.4 percent.
51
Financial Performance
The following table sets forth the adjusted, non-GAAP financial results and adjustments necessary to reconcile to our consolidated U.S. GAAP financial results for the periods presented:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
Adjustments (1) | Adjustments (1) | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | Noncontrolling | Other | U.S. | Total | Noncontrolling | Other | U.S. | ||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | Adjusted | Interests | Adjustments | GAAP | Adjusted | Interests | Adjustments | GAAP | |||||||||||||||||||||||||||||||||||||||
| Investment banking | |||||||||||||||||||||||||||||||||||||||||||||||
| Advisory services | $ | 424,999 | $ | — | $ | — | $ | 424,999 | $ | 555,364 | $ | — | $ | — | $ | 555,364 | |||||||||||||||||||||||||||||||
| Corporate financing | 100,899 | — | — | 100,899 | 88,526 | — | — | 88,526 | |||||||||||||||||||||||||||||||||||||||
| Municipal financing | 54,139 | — | — | 54,139 | 89,171 | — | — | 89,171 | |||||||||||||||||||||||||||||||||||||||
| Total investment banking | 580,037 | — | — | 580,037 | 733,061 | — | — | 733,061 | |||||||||||||||||||||||||||||||||||||||
Institutional brokerage | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity brokerage | 154,509 | — | — | 154,509 | 153,865 | — | — | 153,865 | |||||||||||||||||||||||||||||||||||||||
| Fixed income services | 120,135 | — | — | 120,135 | 145,350 | — | — | 145,350 | |||||||||||||||||||||||||||||||||||||||
| Total institutional brokerage | 274,644 | — | — | 274,644 | 299,215 | — | — | 299,215 | |||||||||||||||||||||||||||||||||||||||
| Interest income | 19,421 | — | — | 19,421 | 13,846 | — | — | 13,846 | |||||||||||||||||||||||||||||||||||||||
| Investment income/(loss) | 1,617 | 8,187 | — | 9,804 | (951) | (3,377) | — | (4,328) | |||||||||||||||||||||||||||||||||||||||
| Total revenues | 875,719 | 8,187 | — | 883,906 | 1,045,171 | (3,377) | — | 1,041,794 | |||||||||||||||||||||||||||||||||||||||
| Interest expense | 2,915 | — | 4,875 | 7,790 | 2,330 | — | 4,875 | 7,205 | |||||||||||||||||||||||||||||||||||||||
| Net revenues | 872,804 | 8,187 | (4,875) | 876,116 | 1,042,841 | (3,377) | (4,875) | 1,034,589 | |||||||||||||||||||||||||||||||||||||||
| Total non-interest expenses | 758,928 | 7,253 | 73,195 | 839,376 | 849,191 | 6,030 | 87,669 | 942,890 | |||||||||||||||||||||||||||||||||||||||
| Pre-tax income | $ | 113,876 | $ | 934 | $ | (78,070) | $ | 36,740 | $ | 193,650 | $ | (9,407) | $ | (92,544) | $ | 91,699 | |||||||||||||||||||||||||||||||
Pre-tax margin | 13.0 | % | 4.2 | % | 18.6 | % | 8.9 | % | |||||||||||||||||||||||||||||||||||||||
(1) The following is a summary of the adjustments needed to reconcile our consolidated U.S. GAAP financial results to the adjusted, non-GAAP financial results:
Noncontrolling interests – The impacts of consolidating noncontrolling interests in our alternative asset management funds are not included in our adjusted financial results.
Other adjustments – The following items are not included in our adjusted financial results:
| Nine Months Ended September 30, | |||||||||||
| (Amounts in thousands) | 2023 | 2022 | |||||||||
| Interest expense on long-term financing | $ | 4,875 | $ | 4,875 | |||||||
| Compensation from acquisition-related agreements | 40,048 | 68,263 | |||||||||
| Restructuring and integration costs | 3,903 | 9,323 | |||||||||
| Amortization of intangible assets related to acquisitions | 14,641 | 10,083 | |||||||||
| Non-compensation expenses from acquisition-related agreements | (1,760) | — | |||||||||
Non-compensation expenses from potential regulatory settlement | 16,363 | — | |||||||||
| 73,195 | 87,669 | ||||||||||
| Total other adjustments | $ | 78,070 | $ | 92,544 | |||||||
52
Net revenues on a U.S. GAAP basis were $876.1 million for the nine months ended September 30, 2023, compared with $1.03 billion in the prior-year period. In the first nine months of 2023, adjusted net revenues were $872.8 million, compared with $1.04 billion in the first nine months of 2022. The variance explanations for net revenues and adjusted net revenues are consistent on both a U.S. GAAP and non-GAAP basis unless stated otherwise.
The following table provides supplemental business information:
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Advisory services | |||||||||||
| Completed M&A and restructuring transactions | 151 | 158 | |||||||||
| Completed capital advisory transactions | 30 | 66 | |||||||||
| Total completed advisory transactions | 181 | 224 | |||||||||
| Corporate financings | |||||||||||
| Total equity transactions priced | 59 | 35 | |||||||||
| Book run equity transactions priced | 52 | 29 | |||||||||
| Total debt and preferred transactions priced | 10 | 28 | |||||||||
| Book run debt and preferred transactions priced | 5 | 17 | |||||||||
| Municipal negotiated issues | |||||||||||
| Aggregate par value of issues priced (in billions) | $ | 9.2 | $ | 11.6 | |||||||
| Total issues priced | 308 | 439 | |||||||||
| Equity brokerage | |||||||||||
| Number of shares traded (in billions) | 8.0 | 8.2 | |||||||||
In the first nine months of 2023, investment banking revenues were $580.0 million, down 20.9 percent compared to $733.1 million in the corresponding period of 2022. For the nine months ended September 30, 2023, advisory services revenues were $425.0 million, down 23.5 percent compared with $555.4 million in the first nine months of 2022, due to fewer completed transactions and a lower average fee. The diversification of our sectors has provided some resiliency to our results for the first nine months of 2023. Corporate financing revenues were $100.9 million for the nine months ended September 30, 2023, up 14.0 percent compared to $88.5 million in the prior-year period, driven by increased equity financings, resulting from lower volatility levels and increased investor demand. Although our equity financings increased from the prior-year period, overall market activity remains below historic levels. Activity for us during the first nine months of 2023 was principally in the healthcare sector, and we served as book runner on 35 of 36 completed healthcare equity deals. Municipal financing revenues for the nine months ended September 30, 2023 were $54.1 million, down 39.3 percent compared to $89.2 million in the year-ago period, due to a decline in municipal negotiated issuances as market conditions remain challenging, which has reduced market issuances, particularly refinancing activity and high-yield issuances.
For the nine months ended September 30, 2023, institutional brokerage revenues decreased 8.2 percent to $274.6 million, compared with $299.2 million in the prior-year period. Equity brokerage revenues were $154.5 million in the first nine months of 2023, up slightly compared with $153.9 million in the corresponding period of 2022, due to market share gains offset by a decline in market volumes. For the nine months ended September 30, 2023, fixed income services revenues were $120.1 million, down 17.3 percent compared to $145.4 million in the prior-year period, due to lower client activity, particularly from our depository clients driven by interest rate uncertainty and their focus on building liquidity.
Interest income for the nine months ended September 30, 2023 increased to $19.4 million, compared with $13.8 million in the prior-year period, reflecting higher interest rates on our long inventory and cash balances.
53
For the nine months ended September 30, 2023, we recorded investment income of $9.8 million, compared to an investment loss of $4.3 million in the year-ago period. In the first nine months of 2023, we recorded gains on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Excluding the impact of noncontrolling interests, adjusted investment income was $1.6 million for the nine months ended September 30, 2023, compared with adjusted investment loss of $1.0 million for the nine months ended September 30, 2022.
Interest expense for the nine months ended September 30, 2023 was $7.8 million, compared with $7.2 million in the prior-year period. The increase was primarily due to higher interest rates on short inventory balances.
Pre-tax margin for the nine months ended September 30, 2023 decreased to 4.2 percent, compared to 8.9 percent for the nine months ended September 30, 2022. Adjusted pre-tax margin for the nine months ended September 30, 2023 decreased to 13.0 percent, compared with 18.6 percent for the corresponding period of 2022. In the first nine months of 2023, the decrease in pre-tax margin on both a U.S. GAAP and adjusted basis was driven by lower revenue levels and higher non-compensation expenses. Additionally, the U.S. GAAP pre-tax margin decreased due to higher non-compensation expenses related to a potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications.
Critical Accounting Policies and Estimates
Our accounting and reporting policies comply with U.S. GAAP and conform to practices within the securities industry. The preparation of financial statements in compliance with U.S. GAAP and industry practices requires us to make estimates and assumptions that could materially affect amounts reported in our consolidated financial statements. Critical accounting policies are those policies that we believe to be the most important to the portrayal of our financial condition and results of operations and that require us to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by us to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical, including whether the estimates are significant to the consolidated financial statements taken as a whole, the nature of the estimates, the ability to readily validate the estimates with other information (e.g., third party or independent sources), the sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be used under U.S. GAAP.
We believe that of our significant accounting policies, the following are our critical accounting policies and estimates:
•Valuation of Financial Instruments
•Goodwill and Intangible Assets
•Stock-Based Compensation Plans
•Income Taxes
See the "Critical Accounting Policies and Estimates" section and Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for further information on our critical accounting policies and estimates.
We anticipate completing our 2023 annual goodwill and intangible asset impairment testing in the fourth quarter of 2023.
Liquidity, Funding and Capital Resources
We regularly monitor our liquidity position, which is of critical importance to our business. Accordingly, we maintain a liquidity strategy designed to enable our business to continue to operate even under adverse circumstances, although there can be no assurance that our strategy will be successful under all circumstances. Insufficient liquidity resulting from adverse circumstances contributes to, and may be the cause of, financial institution failure.
The majority of our tangible assets consist of assets readily convertible into cash. Financial instruments and other inventory positions owned are stated at fair value and are generally readily marketable in most market conditions. Receivables and payables with brokers, dealers and clearing organizations usually settle within a few days. As part of our liquidity strategy, we emphasize diversification of funding sources to the extent possible while considering tenor and cost. Our assets are financed by our cash flows from operations, equity capital and our funding arrangements. The fluctuations in cash flows from financing activities are directly related to daily operating activities from our various businesses. One of our most important risk management disciplines is our ability to manage the size and composition of our balance sheet. While our asset base changes due to client activity, market fluctuations and business opportunities, the size and composition of our balance sheet reflect our overall risk tolerance, our ability to access stable funding sources and the amount of equity capital we hold.
54
Certain market conditions can impact the liquidity of our inventory positions, requiring us to hold larger inventory positions for longer than expected or requiring us to take other actions that may adversely impact our results.
A significant component of our employees' compensation is paid in annual discretionary incentive compensation. The timing of these incentive compensation payments, which generally are made in February, has a significant impact on our cash position and liquidity.
Our dividend policy is intended to return between 30 percent and 50 percent of our fiscal year adjusted net income to shareholders. Our board of directors determines the declaration and payment of dividends and is free to change our dividend policy at any time. Our board of directors declared the following dividends on shares of our common stock:
| Declaration Date | Dividend Per Share | Record Date | Payment Date | |||||||||||||||||
Related to 2021: | ||||||||||||||||||||
| February 10, 2022 | (1) | $ | 4.50 | March 2, 2022 | March 11, 2022 | |||||||||||||||
Related to 2022: | ||||||||||||||||||||
| February 10, 2022 | $ | 0.60 | March 2, 2022 | March 11, 2022 | ||||||||||||||||
| April 29, 2022 | $ | 0.60 | May 27, 2022 | June 10, 2022 | ||||||||||||||||
| July 29, 2022 | $ | 0.60 | August 26, 2022 | September 9, 2022 | ||||||||||||||||
| October 28, 2022 | $ | 0.60 | November 23, 2022 | December 9, 2022 | ||||||||||||||||
| February 3, 2023 | (1) | $ | 1.25 | March 3, 2023 | March 17, 2023 | |||||||||||||||
Related to 2023: | ||||||||||||||||||||
| February 3, 2023 | $ | 0.60 | March 3, 2023 | March 17, 2023 | ||||||||||||||||
| May 2, 2023 | $ | 0.60 | May 26, 2023 | June 9, 2023 | ||||||||||||||||
| July 28, 2023 | $ | 0.60 | August 25, 2023 | September 8, 2023 | ||||||||||||||||
| October 27, 2023 | $ | 0.60 | November 21, 2023 | December 8, 2023 | ||||||||||||||||
(1)Represents a special cash dividend.
As part of our capital management strategy, we repurchase our common stock over time in order to offset the dilutive effect of our employee stock-based compensation awards and our grants of acquisition-related restricted stock, as well as to return capital to shareholders.
Effective May 6, 2022, our board of directors authorized the repurchase of up to $150.0 million in common shares through December 31, 2024. During the nine months ended September 30, 2023, we did not repurchase shares of our common stock related to this authorization. At September 30, 2023, we had $138.2 million remaining under this authorization. Effective January 1, 2022, our board of directors authorized the repurchase of up to $150.0 million in common shares through December 31, 2023, and we repurchased the full amount of this authorization during 2022.
We also purchase shares of common stock from restricted stock award recipients upon the award vesting or as recipients sell shares to meet their employment tax obligations. During the first nine months of 2023, we purchased 474,354 shares of our common stock at an average price of $142.55 per share for an aggregate purchase price of $67.6 million for these purposes.
55
Leverage
The following table presents total assets, adjusted assets, total shareholders' equity and tangible common shareholders' equity with the resulting leverage ratios:
| September 30, | December 31, | ||||||||||
| (Dollars in thousands) | 2023 | 2022 | |||||||||
| Total assets | $ | 1,965,337 | $ | 2,181,557 | |||||||
| Deduct: Goodwill and intangible assets | (422,756) | (436,788) | |||||||||
| Deduct: Right-of-use lease asset | (70,387) | (87,730) | |||||||||
| Deduct: Assets from noncontrolling interests | (189,803) | (201,541) | |||||||||
| Adjusted assets | $ | 1,282,391 | $ | 1,455,498 | |||||||
| Total shareholders' equity | $ | 1,218,728 | $ | 1,254,028 | |||||||
| Deduct: Goodwill and intangible assets | (422,756) | (436,788) | |||||||||
| Deduct: Noncontrolling interests | (184,352) | (199,955) | |||||||||
| Tangible common shareholders' equity | $ | 611,620 | $ | 617,285 | |||||||
| Leverage ratio (1) | 1.6 | 1.7 | |||||||||
| Adjusted leverage ratio (2) | 2.1 | 2.4 | |||||||||
(1)Leverage ratio equals total assets divided by total shareholders' equity.
(2)Adjusted leverage ratio equals adjusted assets divided by tangible common shareholders' equity.
Adjusted assets and tangible common shareholders' equity are non-GAAP financial measures. Goodwill and intangible assets are subtracted from total assets and total shareholders' equity in determining adjusted assets and tangible common shareholders' equity, respectively, as we believe that goodwill and intangible assets do not constitute operating assets that can be deployed in a liquid manner. The right-of-use lease asset is also subtracted from total assets in determining adjusted assets as it is not an operating asset that can be deployed in a liquid manner. Amounts attributed to noncontrolling interests are subtracted from total assets and total shareholders' equity in determining adjusted assets and tangible common shareholders' equity, respectively, as they represent assets and equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. We view the resulting measure of adjusted leverage, also a non-GAAP financial measure, as a more relevant measure of financial risk when comparing financial services companies.
Funding and Capital Resources
The primary goal of our funding activities is to ensure adequate funding over a wide range of market conditions. Given the mix of our business activities, funding requirements are fulfilled through a diversified range of short-term and long-term financing. We attempt to ensure that the tenor of our borrowing liabilities equals or exceeds the expected holding period of the assets being financed. Our ability to support increases in total assets is largely a function of our ability to obtain funding from external sources. Access to these external sources, as well as the cost of that financing, is dependent upon various factors, including market conditions, the general availability of credit and credit ratings. We currently do not have a credit rating, which could adversely affect our liquidity and competitive position by increasing our financing costs and limiting access to sources of liquidity that require a credit rating as a condition to providing the funds.
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Our day-to-day funding and liquidity is obtained primarily through the use of cash from our operating activities, as well as through the use of a clearing arrangement with Pershing LLC ("Pershing"), a clearing arrangement with bank financing, and a bank line of credit, which are typically collateralized by our securities inventory. These funding sources are critical to our ability to finance and hold inventory, which is a necessary part of our institutional brokerage business. The majority of our inventory is liquid and is therefore funded by short-term facilities or cash from our operating activities. Our committed line has been established to mitigate changes in the liquidity of our inventory based on changing market conditions, and is available to us regardless of changes in market liquidity conditions through the end of its term, although there may be limitations on the type of securities available to pledge. Our funding sources are also dependent on the types of inventory that our counterparties are willing to accept as collateral and the number of counterparties available. Funding is generally obtained at rates based upon the federal funds rate.
Pershing Clearing Arrangement – We have established an arrangement to obtain financing from Pershing related to the majority of our trading activities. Under our fully disclosed clearing agreement, all of our securities inventories with the exception of convertible securities, and all of our customer activities are held by or cleared through Pershing. Financing under this arrangement is secured primarily by securities, and collateral limitations could reduce the amount of funding available under this arrangement. Our clearing arrangement activities are recorded net from trading activity and reported within receivables from or payables to brokers, dealers and clearing organizations. The funding is at the discretion of Pershing (i.e., uncommitted) and could be denied without a notice period. Our fully disclosed clearing agreement includes a covenant requiring Piper Sandler & Co., our U.S. broker dealer subsidiary, to maintain excess net capital of $120 million. At September 30, 2023, we had $3.2 million of financing outstanding under this arrangement.
Clearing Arrangement with Bank Financing – We have established a financing arrangement with a U.S. branch of Canadian Imperial Bank of Commerce ("CIBC") related to our convertible securities inventories. Under this arrangement, our convertible securities inventories are cleared through a broker dealer affiliate of CIBC and held by CIBC. We generally economically hedge changes in the market value of our convertible securities inventories using the underlying common stock or the stock options of the underlying common stock. Financing under this arrangement is secured primarily by convertible securities and collateral limitations could reduce the amount of funding available. The funding is at the discretion of CIBC (i.e., uncommitted) and could be denied subject to a notice period. This arrangement is reported within receivables from or payables to brokers, dealers, and clearing organizations, net of trading activity. At September 30, 2023, we had $52.2 million of financing outstanding under this arrangement.
Committed Line – Our committed line is a one-year $80 million revolving secured credit facility. Advances under this facility are secured by certain marketable securities. The facility includes a covenant that requires Piper Sandler & Co. to maintain a minimum regulatory net capital of $120 million, and the unpaid principal amount of all advances under the facility will be due on December 8, 2023. This credit facility has been in place since 2008 and we anticipate being able to renew the facility for another one-year term in the fourth quarter of 2023. At September 30, 2023, we had no advances against this line of credit.
Revolving Credit Facility – Our parent company, Piper Sandler Companies, has an unsecured $75 million revolving credit facility with U.S. Bank N.A. The credit agreement will terminate on December 19, 2025, unless otherwise terminated, and is subject to a one-year extension exercisable at our option. At September 30, 2023, there were no advances against this credit facility. At November 3, 2023, there are $55.0 million of advances against this credit facility.
This credit facility includes customary events of default and covenants that, among other things, require Piper Sandler & Co. to maintain a minimum regulatory net capital of $120 million, limit our leverage ratio, require maintenance of a minimum ratio of operating cash flow to fixed charges, and impose certain limitations on our ability to make acquisitions and make payments on our capital stock. At September 30, 2023, we were in compliance with all covenants.
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The following tables present the average balances outstanding for our various funding sources by quarter for 2023 and 2022:
| Average Balance for the Three Months Ended | |||||||||||||||||
| (Amounts in millions) | Sept. 30, 2023 | June 30, 2023 | Mar. 31, 2023 | ||||||||||||||
| Funding source: | |||||||||||||||||
| Pershing clearing arrangement | $ | 7.1 | $ | 26.8 | $ | 8.5 | |||||||||||
| Clearing arrangement with bank financing | 96.1 | 99.6 | 55.2 | ||||||||||||||
| Total | $ | 103.2 | $ | 126.4 | $ | 63.7 | |||||||||||
| Average Balance for the Three Months Ended | |||||||||||||||||||||||
| (Amounts in millions) | Dec. 31, 2022 | Sept. 30, 2022 | June 30, 2022 | Mar. 31, 2022 | |||||||||||||||||||
| Funding source: | |||||||||||||||||||||||
| Pershing clearing arrangement | $ | 8.5 | $ | 38.8 | $ | 19.7 | $ | 3.8 | |||||||||||||||
| Clearing arrangement with bank financing | 62.3 | 69.0 | 83.3 | 110.3 | |||||||||||||||||||
| Total | $ | 70.8 | $ | 107.8 | $ | 103.0 | $ | 114.1 | |||||||||||||||
The average funding in the third quarter of 2023 decreased to $103.2 million, compared with $126.4 million during the second quarter of 2023, primarily due to higher average cash and cash equivalents balances.
The following table presents the maximum daily funding amount by quarter for 2023 and 2022:
| (Amounts in millions) | 2023 | 2022 | ||||||||||||
| First Quarter | $ | 146.6 | $ | 366.3 | ||||||||||
| Second Quarter | $ | 370.1 | $ | 409.5 | ||||||||||
| Third Quarter | $ | 224.2 | $ | 996.5 | ||||||||||
| Fourth Quarter | $ | 246.2 | ||||||||||||
Long-Term Financing
Our long-term financing consists of $125 million of Class B Notes. The initial holders of the Class B Notes were certain entities advised by Pacific Investment Management Company ("PIMCO"). The Class B Notes bear interest at an annual fixed rate of 5.20 percent, which is payable semi-annually. The Class B Notes matured on October 15, 2023 and the unpaid principal amount was due in full on the maturity date.
The Class B Notes include customary events of default and covenants that, among other things, require Piper Sandler & Co. to maintain a minimum regulatory net capital, limit our leverage ratio and require maintenance of a minimum ratio of operating cash flow to fixed charges. At September 30, 2023, we were in compliance with all covenants.
The Class B Notes were repaid in full on the October 15, 2023 maturity date. Given our level of capital and earnings, we did not enter into any new long-term financing arrangements.
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Capital Requirements
As a registered broker dealer and member firm of the Financial Industry Regulatory Authority, Inc. ("FINRA"), Piper Sandler & Co. is subject to the uniform net capital rule of the SEC and the net capital rule of FINRA. We have elected to use the alternative method permitted by the uniform net capital rule which requires that we maintain minimum net capital of $1.0 million. Advances to affiliates, repayment of subordinated liabilities, dividend payments and other equity withdrawals are subject to certain approvals, notifications and other provisions of the uniform net capital rules. We expect that these provisions will not impact our ability to meet current and future obligations. At September 30, 2023, our net capital under the SEC's uniform net capital rule was $156.6 million, and exceeded the minimum net capital required under the SEC rule by $155.6 million.
Although we operate with a level of net capital substantially greater than the minimum thresholds established by FINRA and the SEC, a substantial reduction of our capital would curtail many of our capital markets revenue producing activities.
Our committed short-term credit facility, revolving credit facility and Class B Notes include covenants requiring Piper Sandler & Co. to maintain a minimum regulatory net capital of $120 million. Our fully disclosed clearing agreement with Pershing includes a covenant requiring Piper Sandler & Co. to maintain excess net capital of $120 million.
At September 30, 2023, Piper Sandler Ltd., our broker dealer subsidiary registered in the U.K., was subject to, and was in compliance with, the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority pursuant to the Financial Services Act of 2012.
Piper Sandler Hong Kong Limited is licensed by the Hong Kong Securities and Futures Commission, which is subject to the liquid capital requirements of the Securities and Futures (Financial Resources) Rule promulgated under the Securities and Futures Ordinance. At September 30, 2023, Piper Sandler Hong Kong Limited was in compliance with the liquid capital requirements of the Hong Kong Securities and Futures Commission.
Off-Balance Sheet Arrangements
In the ordinary course of business we enter into various types of off-balance sheet arrangements. The following table summarizes the notional contract value of our off-balance sheet arrangements for the periods presented:
| Expiration Per Period at December 31, | Total Contractual Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2028 | September 30, | December 31, | ||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | 2023 | 2024 | 2025 | - 2027 | - 2029 | Later | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||
Customer matched-book derivative contracts (1) (2) | $ | — | $ | 10,520 | $ | — | $ | 12,307 | $ | 110,362 | $ | 1,221,804 | $ | 1,354,993 | $ | 1,354,881 | |||||||||||||||||||||||||||||||
Trading securities derivative contracts (2) | 43,200 | 98,250 | — | — | — | 5,000 | 146,450 | 134,750 | |||||||||||||||||||||||||||||||||||||||
| Investment commitments (3) | — | — | — | — | — | — | 95,164 | 96,280 | |||||||||||||||||||||||||||||||||||||||
(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 $152.3 million at September 30, 2023) 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 September 30, 2023, we had $4.7 million of credit exposure with these counterparties, including $3.4 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 September 30, 2023 and December 31, 2022, the net fair value of these derivative contracts approximated $9.0 million and $7.8 million, respectively.
(3)The investment commitments have no specified call dates. The timing of capital calls is based on market conditions and investment opportunities.
Derivatives
Derivatives' notional or contract amounts are not reflected as assets or liabilities on our consolidated statements of financial condition. Rather, the fair value of the derivative transactions are reported on the consolidated statements of financial condition as assets or liabilities in financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased, as applicable. For a discussion of our activities related to derivative products, see Note 4 to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Investment Commitments
We have investments, including those made as part of our alternative asset management activities, in limited partnerships or limited liability companies that make direct or indirect equity or debt investments in companies. We commit capital and/or act as the managing partner of these entities. We have committed capital of $95.2 million to certain entities and these commitments generally have no specified call dates.
Replacement of Interbank Offered Rates ("IBORs"), including the London Interbank Offered Rate ("LIBOR")
Central banks and regulators in a number of major jurisdictions (e.g., U.S., U.K., European Union, Switzerland and Japan) have implemented replacements for IBORs. Effective July 1, 2023, all LIBOR tenors have ceased publication.
The replacement of LIBOR did not impact our financing arrangements, as each arrangement either transitioned to a replacement rate prior to LIBOR ceasing publication, or included terms that identified a replacement rate (e.g., Secured Overnight Financing Rate) that became effective when LIBOR ceased publication.
Our limited number of contractual agreements that previously used LIBOR are principally within our customer matched-book derivatives portfolio. The International Swaps and Derivatives Association ("ISDA") created the IBOR Fallback Protocol to facilitate amending references to benchmark interest rates in derivative contracts governed by Master ISDA Agreements. If a benchmark interest rate is no longer published, it will "fall back" to a new benchmark interest rate in those contracts where both counterparties have agreed to adhere to the protocol. All of our clients had adhered to the protocol when LIBOR ceased publication. As a result, the transition from LIBOR to a replacement rate did not impact our operations.
Risk Management
Risk is an inherent part of our business. The principal risks we face in operating our business include: strategic risk, market risk, liquidity risk, credit risk, operational risk, human capital risk, and legal and regulatory risk. The extent to which we properly identify and effectively manage each of these risks is critical to our financial condition and profitability. We have a formal risk management process to identify, assess and monitor each risk and mitigating controls in accordance with defined policies and procedures. The risk management functions are independent of our business lines. Our management takes an active role in the risk management process, and the results are reported to senior management and the board of directors.
The audit committee of the board of directors oversees management's processes for identifying and evaluating our major risks, and the policies, procedures and practices employed by management to govern its risk assessment and risk management processes. The nominating and governance committee of the board of directors oversees the board of directors' committee structures and functions as they relate to the various committees' responsibilities with respect to oversight of our major risk exposures. With respect to these major risk exposures, the audit committee is responsible for overseeing management's monitoring and control of our major risk exposures relating to market risk, credit risk, liquidity risk, legal and regulatory risk, operational risk (including cybersecurity), and human capital risk relating to misconduct, fraud, and legal and compliance matters. Our compensation committee is responsible for overseeing management's monitoring and control of our major risk exposures relating to compensation, organizational structure, and succession. Our board of directors is responsible for overseeing management's monitoring and control of our major risk exposures related to our corporate strategy. Our Chief Executive Officer and Chief Financial Officer meet with the audit committee on a quarterly basis to discuss our market, liquidity, and legal and regulatory risks, and provide updates to the board of directors, audit committee, and compensation committee concerning the other major risk exposures on a regular basis.
We use internal committees to assist in governing risk and ensure that our business activities are properly assessed, monitored and managed. Our executive financial risk committee manages our market, liquidity and credit risks; oversees risk management practices related to these risks, including defining acceptable risk tolerances and approving risk management policies; and responds to market changes in a dynamic manner. Membership is comprised of senior leadership, including but not limited to, our Chief Executive Officer, President, Chief Financial Officer, Treasurer, Head of Market and Credit Risk, and Head of Fixed Income Trading and Risk. Other committees that help evaluate and monitor risk include underwriting, leadership team and operating committees. These committees help manage risk by ensuring that business activities are properly managed and within a defined scope of activity. Our valuation committees, comprised of members of senior management and risk management, provide oversight and overall responsibility for the internal control processes and procedures related to fair value measurements. Additionally, our operational risk committees address and monitor risk related to information systems and security, legal, regulatory and compliance matters, and third parties such as vendors and service providers.
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With respect to market risk and credit risk, the cornerstone of our risk management process is daily communication among traders, trading department management and senior management concerning our inventory positions and overall risk profile. Our risk management functions supplement this communication process by providing their independent perspectives on our market and credit risk profile on a daily basis. The broader objectives of our risk management functions are to understand the risk profile of each trading area, to consolidate risk monitoring company-wide, to assist in implementing effective hedging strategies, to articulate large trading or position risks to senior management, and to ensure accurate fair values of our financial instruments.
Risk management techniques, processes and strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, and any risk management failures could expose us to material unanticipated losses.
Strategic Risk
Strategic risk represents the risk associated with executive management failing to develop and execute on the appropriate strategic vision which demonstrates a commitment to our culture, leverages our core competencies, appropriately responds to external factors in the marketplace, and is in the best interests of our clients, employees and shareholders.
Our leadership team is responsible for managing our strategic risks. The board of directors oversees the leadership team in setting and executing our strategic plan.
Market Risk
Market risk represents the risk of losses, or financial volatility, that may result from the change in value of a financial instrument due to fluctuations in its market price. Our exposure to market risk is directly related to our role as a financial intermediary for our clients and to our market-making activities. The scope of our market risk management policies and procedures includes all market-sensitive cash and derivative financial instruments.
Our different types of market risk include:
Interest Rate Risk — Interest rate risk represents the potential volatility from changes in market interest rates. We are exposed to interest rate risk arising from changes in the level and volatility of interest rates, changes in the slope of the yield curve, changes in credit spreads, and the rate of prepayments on our interest-earning assets (e.g., inventories) and our funding sources (e.g., short-term financing) which finance these assets. Interest rate risk is managed by selling short U.S. government securities, agency securities, corporate debt securities and derivative contracts. See Note 4 to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on our derivative contracts. Our interest rate hedging strategies may not work in all market environments and as a result may not be effective in mitigating interest rate risk. Also, we establish limits on our long fixed income securities inventory, monitor these limits on a daily basis and manage within those limits. Our limits include but are not limited to the following: position and concentration size, dollar duration (i.e., DV01), credit quality and aging.
We estimate that a parallel 50 basis point adverse change in the market would result in a decrease of approximately $0.4 million in the carrying value of our fixed income securities inventory as of September 30, 2023, including the effect of the hedging transactions.
We also measure and monitor the aging and turnover of our long fixed income securities inventory. Turnover is evaluated based on a five-day average by category of security. The vast majority of our fixed income securities inventory generally turns over within three weeks.
In addition to the measures discussed above, we monitor and manage market risk exposure through evaluation of spread DV01 and the MMD basis risk for municipal securities to movements in U.S. treasury securities. All metrics are aggregated by asset concentration and are used for monitoring limits and exception approvals. In times of market volatility, we may also perform ad hoc stress tests and scenario analysis as market conditions dictate.
Equity Price Risk — Equity price risk represents the potential loss in value due to adverse changes in the level or volatility of equity prices. We are exposed to equity price risk through our trading activities primarily in the U.S. market. We attempt to reduce the risk of loss inherent in our market-making and in our inventory of equity securities by establishing limits on our long inventory, monitoring these limits on a daily basis, and by managing net position levels within those limits.
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Foreign Exchange Risk — Foreign exchange risk represents the potential volatility to earnings or capital arising from movement in foreign exchange rates. A modest portion of our business is conducted in currencies other than the U.S. dollar, and changes in foreign exchange rates relative to the U.S. dollar can therefore affect the value of non-U.S. dollar net assets, revenues and expenses.
Liquidity Risk
Liquidity risk is the risk that we are unable to timely access necessary funding sources in order to operate our business, as well as the risk that we are unable to timely divest securities that we hold in connection with our market-making and sales and trading activities. We are exposed to liquidity risk in our day-to-day funding activities, by holding potentially illiquid inventory positions and in our role as a remarketing agent for variable rate demand notes.
Our inventory positions subject us to potential financial losses from the reduction in value of illiquid positions. Market risk can be exacerbated in times of trading illiquidity when market participants refrain from transacting in normal quantities and/or at normal bid-offer spreads. Depending on the specific security, the structure of the financial product, and/or overall market conditions, we may be forced to hold a security for substantially longer than we had planned or forced to liquidate into a challenging market if funding becomes unavailable.
See the section entitled "Liquidity, Funding and Capital Resources" for information regarding our liquidity and how we manage liquidity risk.
Credit Risk
Credit risk refers to the potential for loss due to the default or deterioration in credit quality of a counterparty, customer, borrower or issuer of securities we hold in our trading inventory. The nature and amount of credit risk depends on the type of transaction, the structure and duration of that transaction and the parties involved. Credit risk also results from an obligor's failure to meet the terms of any contract with us or otherwise fail to perform as agreed. This may be reflected through issues such as settlement obligations or payment collections.
A key tenet of our risk management procedures related to credit risk is the daily monitoring of the credit quality of our long fixed income securities inventory. These rating trends and the credit quality mix are regularly reviewed with the executive financial risk committee. The following table summarizes the credit rating for our long corporate fixed income, municipal (taxable and tax-exempt), and U.S. government and agency securities as a percentage of the total of these asset classes as of September 30, 2023:
| AAA | AA | A | BBB | BB | Not Rated | ||||||||||||||||||||||||||||||
| Corporate fixed income securities | — | % | 0.6 | % | 0.1 | % | 0.1 | % | — | % | — | % | |||||||||||||||||||||||
| Municipal securities - taxable and tax-exempt | 26.8 | % | 37.9 | % | 21.6 | % | 1.2 | % | — | % | 3.0 | % | |||||||||||||||||||||||
| U.S. government and agency securities | — | % | 8.4 | % | — | % | — | % | — | % | 0.3 | % | |||||||||||||||||||||||
| 26.8 | % | 46.9 | % | 21.7 | % | 1.3 | % | — | % | 3.3 | % | ||||||||||||||||||||||||
Convertible and preferred securities are excluded from the table above as they are typically unrated.
Our different types of credit risk include:
Credit Spread Risk — Credit spread risk arises from the possibility that changes in credit spreads will affect the value of financial instruments. Credit spreads represent the credit risk premiums required by market participants for a given credit quality (e.g., the additional yield that a debt instrument issued by a AA-rated entity must produce over a risk-free alternative). Changes in credit spreads result from potential changes in an issuer's credit rating or the market's perception of the issuer's creditworthiness. We are exposed to credit spread risk with the debt instruments held in our trading inventory. We enter into transactions to hedge our exposure to credit spread risk with derivatives and certain other financial instruments. These hedging strategies may not work in all market environments and as a result may not be effective in mitigating credit spread risk.
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Deterioration/Default Risk — Deterioration/default risk represents the risk due to an issuer, counterparty or borrower failing to fulfill its obligations. We are exposed to deterioration/default risk in our role as a trading counterparty to dealers and customers, as a holder of securities, and as a member of exchanges. The risk of default depends on the creditworthiness of the counterparty and/or issuer of the security. We mitigate this risk by establishing and monitoring individual and aggregate position limits for each counterparty relative to potential levels of activity, holding and marking to market collateral on certain transactions. Our risk management functions also evaluate the potential risk associated with institutional counterparties with whom we hold derivatives, TBAs and other documented institutional counterparty agreements that may give rise to credit exposure.
Collections Risk — Collections risk arises from ineffective management and monitoring of collecting outstanding debts and obligations, including those related to our customer trading activities. Our client activities involve the execution, settlement and financing of various transactions. Client activities are transacted on a delivery versus payment, cash or margin basis. Our credit exposure to institutional client business is mitigated by the use of industry-standard delivery versus payment through depositories and clearing banks. Our risk management functions have credit risk policies establishing appropriate credit limits and collateralization thresholds for our customers and counterparties.
Concentration Risk — Concentration risk is the risk due to concentrated exposure to a particular product; individual issuer, borrower or counterparty; financial instrument; or geographic area. We are subject to concentration risk if we hold large individual securities positions, execute large transactions with individual counterparties or groups of related counterparties, or make substantial underwriting commitments. Potential concentration risk is monitored through review of counterparties and borrowers and is managed using policies and limits established by senior management.
We have concentrated counterparty credit exposure with four non-publicly rated entities totaling $4.7 million at September 30, 2023. This counterparty credit exposure is part of our matched-book derivative program related to our public finance business, consisting primarily of interest rate swaps. One derivative counterparty represented 71.6 percent, or $3.4 million, of this exposure. Credit exposure associated with our derivative counterparties is driven by uncollateralized market movements in the fair value of the interest rate swap contracts and is monitored regularly by our financial risk committee. We attempt to minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties that are reviewed periodically by senior management.
Operational Risk
Operational risk is the risk of loss, or damage to our reputation, resulting from inadequate or failed processes, people and systems or from external events. We rely on the ability of our employees and our systems, both internal and at computer centers operated by third parties, to process a large number of transactions. Our systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control. In the event of a breakdown or improper operation of our systems or improper action by our employees or third party vendors, we could suffer financial loss, a disruption of our businesses, regulatory sanctions and damage to our reputation. We also face the risk of operational failure or termination of our relationship with any of the exchanges, fully disclosed clearing firms, or other financial intermediaries we use to facilitate our securities transactions. Any such failure or termination could adversely affect our ability to effect transactions and manage our exposure to risk.
Our operations rely on secure processing, storage and transmission of confidential and other information in our internal and outsourced computer systems and networks. Our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, internal misconduct or inadvertent errors and other events that could have an information security impact. The occurrence of one or more of these events, which we have experienced in the past, could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our clients', our counterparties' or third parties' operations. We take protective measures and endeavor to modify them as circumstances warrant.
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In order to mitigate and control operational risk, we have developed and continue to enhance policies and procedures that are designed to identify and manage operational risk at appropriate levels throughout the organization. Important aspects of these policies and procedures include segregation of duties, management oversight, internal control over financial reporting and independent risk management activities within such functions as Risk Management, Compliance, Operations, Internal Audit, Treasury, Finance, Information Technology and Legal. Internal Audit oversees, monitors, evaluates, analyzes and reports on operational risk across the firm. We also have business continuity plans in place that we believe will cover critical processes on a company-wide basis, and redundancies are built into our systems as we have deemed appropriate. These control mechanisms attempt to ensure that operational policies and procedures are being followed and that our various businesses are operating within established corporate policies and limits.
We operate under a fully disclosed clearing model for all of our securities inventories with the exception of convertible securities, and for all of our client clearing activities. In a fully disclosed clearing model, we act as an introducing broker for client transactions and rely on Pershing, our clearing broker dealer, to facilitate clearance and settlement of our clients' securities transactions. The clearing services provided by Pershing are critical to our business operations, and similar to other services performed by third party vendors, any failure by Pershing with respect to the services we rely upon Pershing to provide could cause financial loss, significantly disrupt our business, damage our reputation, and adversely affect our ability to serve our clients and manage our exposure to risk.
Human Capital Risk
Our business is a human capital business and our success is dependent upon the skills, expertise and performance of our employees. Human capital risks represent the risks posed if we fail to attract and retain qualified individuals who are motivated to serve the best interests of our clients, thereby serving the best interests of our company. Attracting and retaining employees depends, among other things, on our company's culture, management, work environment, geographic locations and compensation. There are risks associated with the proper recruitment, development and rewards of our employees to ensure quality performance and retention.
Legal and Regulatory Risk
Legal and regulatory risk includes the risk of non-compliance with applicable legal and regulatory requirements and loss to our reputation we may suffer as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities. We are generally subject to extensive regulation in the various jurisdictions in which we conduct our business. We have established procedures that are designed to ensure compliance with applicable statutory and regulatory requirements, such as public company reporting obligations, regulatory net capital requirements, sales and trading practices, potential conflicts of interest, anti-money laundering, privacy, and financial and electronic recordkeeping. We have also established procedures that are designed to require that our policies relating to ethics and business conduct are followed. The legal and regulatory focus on the financial services industry presents a continuing business challenge for us.
Our business also subjects us to the complex income tax laws of the jurisdictions in which we have business operations, and these tax laws may be subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. We must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes.
Effects of Inflation
Because our assets are liquid and generally short-term in nature, they are not significantly affected by inflation. However, the rate of inflation affects our expenses, such as employee compensation, office space occupancy costs, communications charges and travel costs, which may not be readily recoverable in the price of services we offer to our clients. To the extent inflation results in rising interest rates and has adverse effects upon the securities markets, it may adversely affect our financial position and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information under the caption "Risk Management" in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in this Quarterly Report on Form 10-Q is incorporated herein by reference.
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ITEM 4. CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) accumulated and communicated to our management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding disclosure.
During the third quarter of our fiscal year ending December 31, 2023, there was no change in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The discussion of our legal proceedings contained in Note 11 to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
ITEM 1A. RISK FACTORS.
The discussion of our business and operations should be read together with the risk factors contained in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022. These risk factors describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.
There have been no material changes to the risk factors disclosed under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES
OF EQUITY SECURITIES.
The table below sets forth the information with respect to purchases made by or on behalf of Piper Sandler Companies or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the quarter ended September 30, 2023.
| Total Number of Shares | Approximate Dollar | |||||||||||||||||||||||||||||||
| Purchased as Part of | Value of Shares Yet to be | |||||||||||||||||||||||||||||||
| Total Number of | Average Price | Publicly Announced | Purchased Under the | |||||||||||||||||||||||||||||
| Period | Shares Purchased | Paid per Share | Plans or Programs | Plans or Programs (1) | ||||||||||||||||||||||||||||
| Month #1 | ||||||||||||||||||||||||||||||||
| July 1, 2023 to July 31, 2023 | — | $ | — | — | $ | 138 | million | |||||||||||||||||||||||||
| Month #2 | ||||||||||||||||||||||||||||||||
| August 1, 2023 to August 31, 2023 | 26,900 | $ | 145.11 | — | $ | 138 | million | |||||||||||||||||||||||||
| Month #3 | ||||||||||||||||||||||||||||||||
| September 1, 2023 to September 30, 2023 | — | $ | — | — | $ | 138 | million | |||||||||||||||||||||||||
| Total | 26,900 | $ | 145.11 | — | $ | 138 | million | |||||||||||||||||||||||||
| (1) | Effective May 6, 2022, our board of directors authorized the repurchase of up to $150.0 million of common stock through December 31, 2024. | |||||||||||||||||||||||||||||||
65
ITEM 5. OTHER INFORMATION.
During the quarter ended September 30, 2023, no director or officer of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS.
| Exhibit Index | ||||||||||||||
| Exhibit | Method | |||||||||||||
| Number | Description | of Filing | ||||||||||||
| 3.1 | (1) | |||||||||||||
| 3.2 | (2) | |||||||||||||
| 10.1 | (3) | |||||||||||||
| 31.1 | Filed herewith | |||||||||||||
| 31.2 | Filed herewith | |||||||||||||
| 32.1 | Furnished herewith | |||||||||||||
| 101 | The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements. | Filed herewith | ||||||||||||
| 104 | The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in iXBRL and included in Exhibit 101. | Filed herewith | ||||||||||||
_______________________
(1)Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 18, 2023, and incorporated herein by reference.
(2)Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on February 10, 2023, and incorporated herein by reference.
(3)Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 12, 2023, and incorporated herein by reference.
† This exhibit is a management contract or compensatory plan or agreement.
66
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 thereunto duly authorized.
| PIPER SANDLER COMPANIES | |||||||||||||||||
| Date: | November 3, 2023 | By | /s/ Chad R. Abraham | ||||||||||||||
| Name | Chad R. Abraham | ||||||||||||||||
| Its | Chairman and Chief Executive Officer | ||||||||||||||||
| Date: | November 3, 2023 | By | /s/ Timothy L. Carter | ||||||||||||||
| Name | Timothy L. Carter | ||||||||||||||||
| Its | Chief Financial Officer | ||||||||||||||||