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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2024
OR
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☐ | 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
PIPER SANDLER COMPANIES
(Exact Name of Registrant as specified in its Charter)
| | | | | | | | | | | | | | |
Delaware | | 30-0168701 |
(State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) |
800 Nicollet Mall, Suite 900 | | |
Minneapolis, Minnesota | | 55402 |
(Address of Principal Executive Offices) | | (Zip Code) |
(612) | 303-6000 | |
(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 |
Common Stock, par value $0.01 per share | PIPR | | The New York Stock Exchange |
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.
| | | | | | | | | | | | | | |
Large accelerated filer | ☑ | | 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 April 30, 2024, the registrant had 17,699,038 shares of Common Stock outstanding.
Table of Contents
Part I. Financial Information
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Item 1. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Part II. Other Information
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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Piper Sandler Companies | 2
Part I. Financial Information
Item 1. Financial Statements.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
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Note 1 | | |
Note 2 | | |
Note 3 | | |
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Note 4 | | |
Note 5 | | |
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Piper Sandler Companies | 3
Piper Sandler Companies
Consolidated Statements of Financial Condition
| | | | | | | | | | | |
| March 31, | | December 31, |
| 2024 | | 2023 |
(Amounts in thousands, except share data) | (Unaudited) | | |
Assets | | | |
Cash and cash equivalents | $ | 69,958 | | | $ | 383,098 | |
Receivables from brokers, dealers and clearing organizations | 176,398 | | | 212,004 | |
| | | |
Financial instruments and other inventory positions owned: | | | |
Financial instruments and other inventory positions owned | 118,753 | | | 341,780 | |
Financial instruments and other inventory positions owned and pledged as collateral | 323,474 | | | 92,777 | |
Total financial instruments and other inventory positions owned | 442,227 | | | 434,557 | |
| | | |
Investments (including noncontrolling interests of $234,167 and $211,096, respectively) | 325,435 | | | 298,048 | |
Fixed assets (net of accumulated depreciation and amortization of $95,534 and $91,378, respectively) | 57,744 | | | 60,770 | |
Right-of-use lease assets | 67,335 | | | 69,387 | |
Goodwill | 301,760 | | | 301,760 | |
Intangible assets (net of accumulated amortization of $152,848 and $150,487, respectively) | 113,836 | | | 116,197 | |
Net deferred income tax assets | 138,519 | | | 179,207 | |
Other assets | 129,241 | | | 85,955 | |
Total assets | $ | 1,822,453 | | | $ | 2,140,983 | |
| | | |
Liabilities and Shareholders' Equity | | | |
Short-term financing | $ | — | | | $ | 30,000 | |
| | | |
Payables to brokers, dealers and clearing organizations | 3,383 | | | 979 | |
Financial instruments and other inventory positions sold, but not yet purchased | 158,245 | | | 148,980 | |
Accrued compensation | 160,741 | | | 486,145 | |
Accrued lease liabilities | 91,485 | | | 93,727 | |
Other liabilities and accrued expenses | 83,569 | | | 81,679 | |
Total liabilities | 497,423 | | | 841,510 | |
| | | |
Shareholders' equity: | | | |
Common stock, $0.01 par value: | | | |
Shares authorized: 100,000,000 at March 31, 2024 and December 31, 2023; | | | |
Shares issued: 19,553,656 at March 31, 2024 and 19,553,101 at December 31, 2023; | | | |
Shares outstanding: 15,642,422 at March 31, 2024 and 15,200,149 at December 31, 2023 | 195 | | | 195 | |
Additional paid-in capital | 987,195 | | | 988,136 | |
Retained earnings | 461,191 | | | 454,358 | |
Less: Common stock held in treasury, at cost: 3,911,234 shares at March 31, 2024 and 4,352,952 shares at December 31, 2023 | (347,156) | | | (356,297) | |
Accumulated other comprehensive loss | (850) | | | (894) | |
Total common shareholders' equity | 1,100,575 | | | 1,085,498 | |
Noncontrolling interests | 224,455 | | | 213,975 | |
Total shareholders' equity | 1,325,030 | | | 1,299,473 | |
| | | |
Total liabilities and shareholders' equity | $ | 1,822,453 | | | $ | 2,140,983 | |
See Notes to the Consolidated Financial Statements
Piper Sandler Companies | 4
Piper Sandler Companies
Consolidated Statements of Operations
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, | | |
(Amounts in thousands, except per share data) | 2024 | | 2023 | | | | |
Revenues | | | | | | | |
Investment banking | $ | 230,523 | | | $ | 184,404 | | | | | |
Institutional brokerage | 91,442 | | | 96,313 | | | | | |
Interest income | 8,306 | | | 8,712 | | | | | |
Investment income | 14,168 | | | 11,115 | | | | | |
Total revenues | 344,439 | | | 300,544 | | | | | |
Interest expense | 1,383 | | | 2,639 | | | | | |
Net revenues | 343,056 | | | 297,905 | | | | | |
| | | | | | | |
Non-interest expenses | | | | | | | |
Compensation and benefits | 222,446 | | | 199,394 | | | | | |
Outside services | 12,422 | | | 12,126 | | | | | |
Occupancy and equipment | 16,036 | | | 15,728 | | | | | |
Communications | 13,229 | | | 14,311 | | | | | |
Marketing and business development | 10,763 | | | 10,052 | | | | | |
Deal-related expenses | 6,387 | | | 6,014 | | | | | |
Trade execution and clearance | 4,866 | | | 4,914 | | | | | |
| | | | | | | |
Intangible asset amortization | 2,361 | | | 4,904 | | | | | |
Other operating expenses | 2,124 | | | 4,653 | | | | | |
Total non-interest expenses | 290,634 | | | 272,096 | | | | | |
| | | | | | | |
Income before income tax expense/(benefit) | 52,422 | | | 25,809 | | | | | |
Income tax expense/(benefit) | 2,844 | | | (7,637) | | | | | |
Net income | 49,578 | | | 33,446 | | | | | |
Net income attributable to noncontrolling interests | 7,085 | | | 7,812 | | | | | |
Net income attributable to Piper Sandler Companies | $ | 42,493 | | | $ | 25,634 | | | | | |
| | | | | | | |
Earnings per common share | | | | | | | |
Basic | $ | 2.74 | | | $ | 1.77 | | | | | |
Diluted | $ | 2.43 | | | $ | 1.49 | | | | | |
| | | | | | | |
Dividends declared per common share | $ | 1.60 | | | $ | 1.85 | | | | | |
| | | | | | | |
Weighted average number of common shares outstanding | | | | | | | |
Basic | 15,499 | | | 14,507 | | | | | |
Diluted | 17,504 | | | 17,182 | | | | | |
See Notes to the Consolidated Financial Statements
Piper Sandler Companies | 5
Piper Sandler Companies
Consolidated Statements of Comprehensive Income
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, | | |
(Amounts in thousands) | 2024 | | 2023 | | | | |
Net income | $ | 49,578 | | | $ | 33,446 | | | | | |
Other comprehensive income, net of tax — Foreign currency translation adjustment | 44 | | | 955 | | | | | |
Comprehensive income | 49,622 | | | 34,401 | | | | | |
Comprehensive income attributable to noncontrolling interests | 7,085 | | | 7,812 | | | | | |
Comprehensive income attributable to Piper Sandler Companies | $ | 42,537 | | | $ | 26,589 | | | | | |
See Notes to the Consolidated Financial Statements
Piper Sandler Companies | 6
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, 2023 | | 15,200,149 | | | $ | 195 | | | $ | 988,136 | | | $ | 454,358 | | | $ | (356,297) | | | $ | (894) | | | $ | 1,085,498 | | | $ | 213,975 | | | $ | 1,299,473 | |
Net income | | — | | | — | | | — | | | 42,493 | | | — | | | — | | | 42,493 | | | 7,085 | | | 49,578 | |
Dividends | | — | | | — | | | — | | | (35,660) | | | — | | | — | | | (35,660) | | | — | | | (35,660) | |
Amortization/issuance of restricted stock (1) | | — | | | — | | | 60,185 | | | — | | | — | | | — | | | 60,185 | | | — | | | 60,185 | |
| | | | | | | | | | | | | | | | | | |
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Issuance of treasury shares for restricted stock vestings | | 730,695 | | | — | | | (61,232) | | | — | | | 61,232 | | | — | | | — | | | — | | | — | |
Repurchase of common stock from employees | | (288,977) | | | — | | | — | | | — | | | (52,091) | | | — | | | (52,091) | | | — | | | (52,091) | |
Shares reserved/issued for director compensation | | 555 | | | — | | | 106 | | | — | | | — | | | — | | | 106 | | | — | | | 106 | |
Other comprehensive income | | — | | | — | | | — | | | — | | | — | | | 44 | | | 44 | | | — | | | 44 | |
Fund capital contributions, net | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,395 | | | 3,395 | |
Balance at March 31, 2024 | | 15,642,422 | | | $ | 195 | | | $ | 987,195 | | | $ | 461,191 | | | $ | (347,156) | | | $ | (850) | | | $ | 1,100,575 | | | $ | 224,455 | | | $ | 1,325,030 | |
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Balance at December 31, 2022 | | 13,673,064 | | | $ | 195 | | | $ | 1,044,719 | | | $ | 453,311 | | | $ | (441,653) | | | $ | (2,499) | | | $ | 1,054,073 | | | $ | 199,955 | | | $ | 1,254,028 | |
Net income | | — | | | — | | | — | | | 25,634 | | | — | | | — | | | 25,634 | | | 7,812 | | | 33,446 | |
Dividends | | — | | | — | | | — | | | (50,861) | | | — | | | — | | | (50,861) | | | — | | | (50,861) | |
Amortization/issuance of restricted stock (1) | | — | | | — | | | 67,682 | | | — | | | — | | | — | | | 67,682 | | | — | | | 67,682 | |
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Issuance of treasury shares for restricted stock vestings | | 1,584,696 | | | — | | | (121,284) | | | — | | | 121,284 | | | — | | | — | | | — | | | — | |
Repurchase of common stock from employees | | (426,031) | | | — | | | — | | | — | | | (60,831) | | | — | | | (60,831) | | | — | | | (60,831) | |
Shares reserved/issued for director compensation | | 1,398 | | | — | | | 192 | | | — | | | — | | | — | | | 192 | | | — | | | 192 | |
Other comprehensive income | | — | | | — | | | — | | | — | | | — | | | 955 | | | 955 | | | — | | | 955 | |
Fund capital distributions, net | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (5,048) | | | (5,048) | |
Balance at March 31, 2023 | | 14,833,127 | | | $ | 195 | | | $ | 991,309 | | | $ | 428,084 | | | $ | (381,200) | | | $ | (1,544) | | | $ | 1,036,844 | | | $ | 202,719 | | | $ | 1,239,563 | |
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(1)Includes amortization of restricted stock issued in conjunction with the Company's acquisitions.
See Notes to the Consolidated Financial Statements
Piper Sandler Companies | 7
Piper Sandler Companies
Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended |
| March 31, |
(Amounts in thousands) | 2024 | | 2023 |
Operating Activities | | | |
Net income | $ | 49,578 | | | $ | 33,446 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | |
Depreciation and amortization of fixed assets | 4,258 | | | 4,426 | |
Deferred income taxes | 40,688 | | | (8,191) | |
Stock-based compensation | 26,825 | | | 27,502 | |
Amortization of intangible assets | 2,361 | | | 4,904 | |
Amortization of forgivable loans | 4,825 | | | 2,614 | |
Decrease/(increase) in operating assets: | | | |
Receivables from brokers, dealers and clearing organizations | 35,606 | | | 173,604 | |
Net financial instruments and other inventory positions owned | 1,595 | | | (64,989) | |
Investments | (27,387) | | | (8,019) | |
Other assets | (45,859) | | | (1,979) | |
Increase/(decrease) in operating liabilities: | | | |
Payables to brokers, dealers and clearing organizations | 2,404 | | | (603) | |
Accrued compensation | (291,830) | | | (362,236) | |
Other liabilities and accrued expenses | (250) | | | (2,385) | |
Net cash used in operating activities | (197,186) | | | (201,906) | |
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Investing Activities | | | |
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Purchases of fixed assets, net | (1,275) | | | (1,855) | |
Net cash used in investing activities | (1,275) | | | (1,855) | |
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Financing Activities | | | |
Net change in short-term financing | (30,000) | | | — | |
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Payment of cash dividend | (35,660) | | | (50,861) | |
Increase/(decrease) in noncontrolling interests | 3,395 | | | (5,048) | |
Repurchase of common stock | (52,091) | | | (60,831) | |
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Net cash used in financing activities | (114,356) | | | (116,740) | |
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Currency adjustment: | | | |
Effect of exchange rate changes on cash | (323) | | | 845 | |
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Net decrease in cash and cash equivalents | (313,140) | | | (319,656) | |
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Cash and cash equivalents at beginning of period | 383,098 | | | 365,624 | |
Cash and cash equivalents at end of period | $ | 69,958 | | | $ | 45,968 | |
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Supplemental disclosure of cash flow information | | | |
Cash paid during the period for: | | | |
Interest | $ | 1,300 | | | $ | 2,549 | |
Income taxes | $ | 127 | | | $ | 737 | |
See Notes to the Consolidated Financial StatementsPiper Sandler Companies | 8
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 ("U.K."); 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 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 United States 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, 2023.
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
Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for a full description of the Company's significant accounting policies.
Piper Sandler Companies | 9
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE 3 | RECENT ACCOUNTING PRONOUNCEMENTS
Future Adoption of New Applicable Accounting Standards
Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). This guidance improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently assessing the impact of ASU 2023-07 on its financial statement disclosures.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"). This guidance enhances the annual income tax disclosure requirements by requiring disaggregated information related to the effective tax rate reconciliation and income taxes paid, as well as other disclosure requirements. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of ASU 2023-09 on its financial statement disclosures.
NOTE 4 | RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS
| | | | | | | | | | | |
| March 31, | | December 31, |
(Amounts in thousands) | 2024 | | 2023 |
Receivables from brokers, dealers and clearing organizations | | | |
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Receivable from clearing organizations | $ | 157,997 | | | $ | 199,143 | |
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Receivable from brokers and dealers | 14,635 | | | 9,176 | |
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Other | 3,766 | | | 3,685 | |
Total receivables from brokers, dealers and clearing organizations | $ | 176,398 | | | $ | 212,004 | |
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Payables to brokers, dealers and clearing organizations | | | |
Payable to brokers and dealers | $ | 3,383 | | | $ | 979 | |
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Total payables to brokers, dealers and clearing organizations | $ | 3,383 | | | $ | 979 | |
Under the Company's fully disclosed clearing agreement, all of its securities inventories with the exception of convertible securities, and all of its customer activities are held by or cleared through Pershing LLC ("Pershing"). The Company has established an arrangement to obtain financing from Pershing related to the majority of its trading activities. The Company also has a clearing arrangement with bank financing related to its convertible securities inventories. Financing under these arrangements is secured primarily by securities, and collateral limitations could reduce the amount of funding available under these arrangements. The funding is at their discretion and could be denied. The Company's clearing arrangement activities are recorded net of trading activity. The Company's fully disclosed clearing agreement includes a covenant requiring Piper Sandler to maintain excess net capital of $120 million.
Piper Sandler Companies | 10
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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.
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. Non-exchange traded equity securities are measured primarily using broker quotations, prices observed for recently executed market transactions and internally-developed fair value estimates based on observable inputs and are categorized within Level II of the fair value hierarchy.
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.
Piper Sandler Companies | 11
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 therefore are 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.
Asset-Backed Securities
Asset-backed securities are valued using recently executed observable trades, when available, and therefore are generally categorized as Level II. Certain asset-backed securities are valued using models where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data. Accordingly, these asset-backed securities are 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 are categorized as Level I. The Company does not transact in securities of countries other than the U.S. government.
Piper Sandler Companies | 12
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 Municipal Market Data ("MMD") curve. These instruments are classified as Level III.
Investments
The Company's investments valued at fair value include equity investments in private companies and mutual funds held by a grantor trust for the Company's nonqualified deferred compensation plan. 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 and therefore are categorized as Level II or Level III. Certain underlying securities, as well as investments in mutual funds, are valued based on quoted prices from the exchange for identical assets 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. See Note 8 and Note 14 to our consolidated financial statements for additional information about the Company's nonqualified deferred compensation plan.
Piper Sandler Companies | 13
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 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 | $ | 5,272 | | | $ | 931 | | | $ | — | | | $ | — | | | $ | 6,203 | |
Convertible securities | — | | | 139,126 | | | — | | | — | | | 139,126 | |
Fixed income securities | — | | | 4,633 | | | — | | | — | | | 4,633 | |
Municipal securities: | | | | | | | | | |
Taxable securities | — | | | 32,274 | | | — | | | — | | | 32,274 | |
Tax-exempt securities | — | | | 127,843 | | | 276 | | | — | | | 128,119 | |
Short-term securities | — | | | 23,846 | | | — | | | — | | | 23,846 | |
Asset-backed securities | — | | | 35,276 | | | — | | | — | | | 35,276 | |
U.S. government agency securities | — | | | 59,354 | | | — | | | — | | | 59,354 | |
U.S. government securities | 3,725 | | | — | | | — | | | — | | | 3,725 | |
Derivative contracts | — | | | 41,295 | | | 2,754 | | | (34,378) | | | 9,671 | |
Total financial instruments and other inventory positions owned | 8,997 | | | 464,578 | | | 3,030 | | | (34,378) | | | 442,227 | |
| | | | | | | | | |
Cash equivalents | 31,753 | | | — | | | — | | | — | | | 31,753 | |
Investments at fair value (2) | 75,566 | | | 20,000 | | | 217,693 | | | — | | | 313,259 | |
Total assets | $ | 116,316 | | | $ | 484,578 | | | $ | 220,723 | | | $ | (34,378) | | | $ | 787,239 | |
| | | | | | | | | |
Liabilities | | | | | | | | | |
Financial instruments and other inventory positions sold, but not yet purchased: | | | | | | | | | |
Corporate securities: | | | | | | | | | |
Equity securities | $ | 78,867 | | | $ | — | | | $ | — | | | $ | — | | | $ | 78,867 | |
Fixed income securities | — | | | 1,638 | | | — | | | — | | | 1,638 | |
| | | | | | | | | |
U.S. government agency securities | — | | | 26,286 | | | — | | | — | | | 26,286 | |
U.S. government securities | 47,824 | | | — | | | — | | | — | | | 47,824 | |
Derivative contracts | — | | | 35,799 | | | 4,571 | | | (36,740) | | | 3,630 | |
Total financial instruments and other inventory positions sold, but not yet purchased | $ | 126,691 | | | $ | 63,723 | | | $ | 4,571 | | | $ | (36,740) | | | $ | 158,245 | |
(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 $234.2 million attributable to unrelated third-party ownership in consolidated alternative asset management funds.
Piper Sandler Companies | 14
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 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: | | | | | | | | | |
Equity securities | $ | 388 | | | $ | — | | | $ | — | | | $ | — | | | $ | 388 | |
Convertible securities | — | | | 131,375 | | | — | | | — | | | 131,375 | |
Fixed income securities | — | | | 1,645 | | | — | | | — | | | 1,645 | |
Municipal securities: | | | | | | | | | |
Taxable securities | — | | | 25,744 | | | — | | | — | | | 25,744 | |
Tax-exempt securities | — | | | 135,886 | | | 2,869 | | | — | | | 138,755 | |
Short-term securities | — | | | 7,122 | | | — | | | — | | | 7,122 | |
Asset-backed securities | — | | | 8,149 | | | — | | | — | | | 8,149 | |
U.S. government agency securities | — | | | 104,418 | | | — | | | — | | | 104,418 | |
U.S. government securities | 5,895 | | | — | | | — | | | — | | | 5,895 | |
Derivative contracts | — | | | 52,611 | | | 5,834 | | | (47,379) | | | 11,066 | |
Total financial instruments and other inventory positions owned | 6,283 | | | 466,950 | | | 8,703 | | | (47,379) | | | 434,557 | |
| | | | | | | | | |
Cash equivalents | 343,856 | | | — | | | — | | | — | | | 343,856 | |
Investments at fair value (2) | 61,601 | | | — | | | 224,280 | | | — | | | 285,881 | |
Total assets | $ | 411,740 | | | $ | 466,950 | | | $ | 232,983 | | | $ | (47,379) | | | $ | 1,064,294 | |
| | | | | | | | | |
Liabilities | | | | | | | | | |
Financial instruments and other inventory positions sold, but not yet purchased: | | | | | | | | | |
Corporate securities: | | | | | | | | | |
Equity securities | $ | 53,857 | | | $ | — | | | $ | — | | | $ | — | | | $ | 53,857 | |
Fixed income securities | — | | | 2,230 | | | — | | | — | | | 2,230 | |
| | | | | | | | | |
U.S. government agency securities | — | | | 48,268 | | | — | | | — | | | 48,268 | |
U.S. government securities | 40,437 | | | — | | | — | | | — | | | 40,437 | |
Derivative contracts | — | | | 47,032 | | | 7,962 | | | (50,806) | | | 4,188 | |
Total financial instruments and other inventory positions sold, but not yet purchased | $ | 94,294 | | | $ | 97,530 | | | $ | 7,962 | | | $ | (50,806) | | | $ | 148,980 | |
(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 $211.1 million attributable to unrelated third-party ownership in consolidated alternative asset management funds.
The carrying values of the Company's cash, receivables and payables either from or to brokers, dealers and clearing organizations, and short-term financings approximate fair value due to either their liquid or short-term nature.
Piper Sandler Companies | 15
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
The Company's Level III assets were $220.7 million (including noncontrolling interests of $170.9 million) and $233.0 million (including noncontrolling interests of $177.0 million), or 28.0 percent and 21.9 percent of financial instruments measured at fair value at March 31, 2024 and December 31, 2023, respectively. There were $13.2 million and $14.7 million of transfers of financial assets out of Level III for the three months ended March 31, 2024 and 2023, respectively, primarily due to unobservable inputs becoming observable. At March 31, 2024, the Company's Level I investments at fair value included $50.2 million of equity securities subject to contractual sale restrictions, of which $5.2 million will expire in the second quarter of 2024 and $8.6 million will expire in the third quarter of 2024. The sales restrictions on the remaining equity securities are in effect during certain trading windows so long as the securities are owned.
The following table summarizes the changes in fair value associated with Level III financial instruments held at the beginning or end of the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Level III |
| Assets | | Liabilities |
(Amounts in thousands) | Tax-Exempt Municipal Securities | | Derivative Contracts | | Investments at Fair Value | | Derivative Contracts |
Balance at December 31, 2023 | $ | 2,869 | | | $ | 5,834 | | | $ | 224,280 | | | $ | 7,962 | |
Purchases | — | | | — | | | 12,000 | | | — | |
Sales | (1,901) | | | — | | | — | | | — | |
Settlements | — | | | (2,842) | | | — | | | (1,434) | |
Transfers in | — | | | — | | | — | | | — | |
Transfers out | — | | | — | | | (13,219) | | | — | |
Total realized and unrealized gains/(losses) | (692) | | | (238) | | | (5,368) | | | (1,957) | |
Balance at March 31, 2024 | $ | 276 | | | $ | 2,754 | | | $ | 217,693 | | | $ | 4,571 | |
| | | | | | | |
Balance at December 31, 2022 | $ | 3,887 | | | $ | 4,756 | | | $ | 191,845 | | | $ | 1,082 | |
Purchases | — | | | — | | | 12,948 | | | — | |
Sales | — | | | — | | | (6,747) | | | — | |
Settlements | — | | | (2,353) | | | — | | | 140 | |
Transfers in | — | | | — | | | — | | | — | |
Transfers out | — | | | — | | | (14,691) | | | — | |
Total realized and unrealized gains/(losses) | 9 | | | (1,961) | | | 18,088 | | | 2,555 | |
Balance at March 31, 2023 | $ | 3,896 | | | $ | 442 | | | $ | 201,443 | | | $ | 3,777 | |
| | | | | | | |
Unrealized gains/(losses) for assets/liabilities held at: | | | | | | | |
March 31, 2024 | $ | 9 | | | $ | 227 | | | $ | (834) | | | $ | (288) | |
March 31, 2023 | $ | 9 | | | $ | (239) | | | $ | 9,066 | | | $ | 2,850 | |
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.
Piper Sandler Companies | 16
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Valuation | | | | | | Weighted |
| Technique | | Unobservable Input | | Range | | Average (1) |
Assets | | | | | | | |
Tax-exempt municipal securities | Discounted cash flow | | Expected recovery rate (% of par) (3) | | 0 - 25% | | 13.4% |
| | | | | | | |
Derivative contracts | Discounted cash flow | | Premium over the MMD curve in basis points ("bps") (3) | | 12 - 44 bps | | 17.9 bps |
Investments at fair value (2) | Market approach | | Revenue multiple (3) | | 0 - 10 times | | 5.4 times |
| | | EBITDA multiple (3) | | 11 - 17 times | | 14.4 times |
| | | Market comparable valuation multiple (3) | | 0 - 2 times | | 1.3 times |
| | | | | | | |
| Discounted cash flow | | Discount rate (4) | | 19 - 25% | | 21.0% |
| | | | | | | |
Liabilities | | | | | | | |
Derivative contracts | Discounted cash flow | | Premium over the MMD curve in bps (4) | | 0 - 46 bps | | 13.6 bps |
(1)Unobservable inputs were weighted by the relative fair value of the financial instruments.
(2)As of March 31, 2024, the Company had $217.7 million of Level III investments at fair value, of which $43.9 million, or 20.2 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.
Piper Sandler Companies | 17
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE 6 | FINANCIAL INSTRUMENTS AND OTHER INVENTORY POSITIONS
| | | | | | | | | | | |
| March 31, | | December 31, |
(Amounts in thousands) | 2024 | | 2023 |
Financial instruments and other inventory positions owned | | | |
Corporate securities: | | | |
Equity securities | $ | 6,203 | | | $ | 388 | |
Convertible securities | 139,126 | | | 131,375 | |
Fixed income securities | 4,633 | | | 1,645 | |
Municipal securities: | | | |
Taxable securities | 32,274 | | | 25,744 | |
Tax-exempt securities | 128,119 | | | 138,755 | |
Short-term securities | 23,846 | | | 7,122 | |
Asset-backed securities | 35,276 | | | 8,149 | |
U.S. government agency securities | 59,354 | | | 104,418 | |
U.S. government securities | 3,725 | | | 5,895 | |
Derivative contracts | 9,671 | | | 11,066 | |
Total financial instruments and other inventory positions owned | $ | 442,227 | | | $ | 434,557 | |
| | | |
Financial instruments and other inventory positions sold, but not yet purchased | | | |
Corporate securities: | | | |
Equity securities | $ | 78,867 | | | $ | 53,857 | |
Fixed income securities | 1,638 | | | 2,230 | |
| | | |
U.S. government agency securities | 26,286 | | | 48,268 | |
U.S. government securities | 47,824 | | | 40,437 | |
Derivative contracts | 3,630 | | | 4,188 | |
Total financial instruments and other inventory positions sold, but not yet purchased | $ | 158,245 | | | $ | 148,980 | |
At March 31, 2024 and December 31, 2023, financial instruments and other inventory positions owned in the amount of $323.5 million and $92.8 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.
Piper Sandler Companies | 18
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
Derivative Contract Financial Instruments
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. These instruments use rates based upon the Secured Overnight Financing Rate ("SOFR") index, the MMD index or the Securities Industry and Financial Markets Association ("SIFMA") index. Similarly, the Company enters into a limited number of credit default swap contracts to facilitate customer transactions. These instruments use rates based upon the Commercial Mortgage Backed Securities ("CMBX") 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 or SOFR 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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
(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 | | $ | 41,233 | | | $ | 36,081 | | | $ | 1,363,904 | | | $ | 54,676 | | | $ | 49,293 | | | $ | 1,356,924 | |
Trading securities | | 2,816 | | | 4,289 | | | 179,850 | | | 3,769 | | | 5,701 | | | 196,250 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | 44,049 | | | $ | 40,370 | | | $ | 1,543,754 | | | $ | 58,445 | | | $ | 54,994 | | | $ | 1,553,174 | |
(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.
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 | | |
(Amounts in thousands) | | | | March 31, | | |
Derivative Category | | Operations Category | | 2024 | | 2023 | | | | |
Interest rate derivative contract | | Investment banking | | $ | (84) | | | $ | 172 | | | | | |
Interest rate derivative contract | | Institutional brokerage | | 311 | | | (7,009) | | | | | |
| | | | | | | | | | |
Equity option derivative contract | | Institutional brokerage | | — | | | (11) | | | | | |
| | | | | | | | | | |
| | | | $ | 227 | | | $ | (6,848) | | | | | |
Piper Sandler Companies | 19
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 March 31, 2024, the Company had $5.0 million of uncollateralized credit exposure with these counterparties (notional contract amount of $78.3 million), including $4.6 million of uncollateralized credit exposure with one counterparty.
NOTE 7 | INVESTMENTS
| | | | | | | | | | | |
| March 31, | | December 31, |
(Amounts in thousands) | 2024 | | 2023 |
Investments at fair value | $ | 313,259 | | | $ | 285,881 | |
Investments at cost | 281 | | | 281 | |
Investments accounted for under the equity method | 11,895 | | | 11,886 | |
Total investments | 325,435 | | | 298,048 | |
| | | |
Less: Investments attributable to noncontrolling interests (1) | (234,167) | | | (211,096) | |
Total investments attributable to Piper Sandler Companies | $ | 91,268 | | | $ | 86,952 | |
(1)Noncontrolling interests are attributable to unrelated third-party ownership in consolidated alternative asset management funds.
At March 31, 2024, 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.
Investments accounted for under the equity method include general and limited partnership interests. The carrying value of these investments is based on the investment vehicle's net asset value. The net assets of investment partnerships consist of investments in both marketable and non-marketable securities. The underlying investments held by such partnerships are valued based on the estimated fair value determined by management in the Company's capacity as general partner or investor and, in the case of investments in unaffiliated investment partnerships, are based on financial statements prepared by the unaffiliated general partners.
NOTE 8 | 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.
Piper Sandler Companies | 20
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
Consolidated VIEs
The Company's consolidated VIEs at March 31, 2024 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 March 31, 2024. 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 | | $ | 292,161 | |
Other assets | | 131 | |
Total assets | | $ | 292,292 | |
| | |
Liabilities | | |
| | |
| | |
| | |
Other liabilities and accrued expenses | | $ | 10,931 | |
Total liabilities | | $ | 10,931 | |
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 Company's nonqualified deferred compensation plan.
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 $1.1 billion at March 31, 2024 and December 31, 2023. The Company's exposure to loss from these VIEs is $12.2 million, which is the carrying value of its capital contributions recorded in investments on the consolidated statements of financial condition at March 31, 2024. The Company had no liabilities related to these VIEs at March 31, 2024 and December 31, 2023. Furthermore, the Company has not provided financial or other support to these VIEs that it was not previously contractually required to provide as of March 31, 2024.
NOTE 9 | OTHER ASSETS
| | | | | | | | | | | |
| March 31, | | December 31, |
(Amounts in thousands) | 2024 | | 2023 |
Fee receivables | $ | 42,569 | | | $ | 27,765 | |
Forgivable employee loans | 12,685 | | | 15,771 | |
Prepaid expenses | 17,444 | | | 22,396 | |
Income tax receivables | 43,893 | | | 5,939 | |
Other | 12,650 | | | 14,084 | |
Total other assets | $ | 129,241 | | | $ | 85,955 | |
Piper Sandler Companies | 21
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE 10 | SHORT-TERM FINANCING
The Company has an unsecured $100 million revolving credit facility with U.S. Bank N.A. The credit agreement will terminate on December 18, 2026, unless otherwise terminated. The interest rate is variable and based on either the federal funds rate or prime plus an applicable margin. 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 March 31, 2024, there were no advances against this credit facility. At December 31, 2023, there were $30.0 million of advances against this credit facility, with a weighted average interest rate of 5.33 percent.
The Company's committed short-term bank line financing at March 31, 2024 consisted of a one-year $50 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 interest rate is variable and based on the federal funds rate plus an applicable margin. 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 6, 2024. The Company pays a nonrefundable commitment fee on the unused portion of the facility on a quarterly basis. At March 31, 2024 and December 31, 2023, the Company had no advances against this line of credit.
NOTE 11 | LEGAL CONTINGENCIES
The Company has been named as a defendant in various legal actions, including complaints and litigation and arbitration claims, arising from its business activities. Such actions include claims related to securities brokerage and investment banking activities, and certain class actions that primarily allege violations of securities laws and seek unspecified damages, which could be substantial. Also, the Company is involved from time to time in investigations and proceedings by governmental agencies and self-regulatory organizations ("SROs") which could result in adverse judgments, settlements, penalties, fines or other relief.
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 financial condition, results of operations or cash flows of the Company, except as described in the next paragraph.
The SEC and the Commodity Futures Trading Commission (the "CFTC") are conducting investigations of the Company regarding compliance with recordkeeping requirements for business-related communications sent over unapproved electronic messaging channels. The SEC and the CFTC have brought numerous enforcement actions relating to recordkeeping practices and are currently conducting numerous similar investigations of other broker dealers and registered investment advisors. The Company is cooperating with the investigations. The Company has engaged in settlement negotiations with the SEC and the CFTC to resolve these investigations and anticipates that the resolution will include the payment of civil money penalties. As of March 31, 2024, the Company has accrued $16.5 million as estimated civil penalties related to these investigations, and recorded a $3.5 million reversal of other operating expenses for the three months ended March 31, 2024.
Piper Sandler Companies | 22
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 March 31, 2024, the high end of the range of reasonably estimable losses in excess of amounts accrued was approximately $0.5 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 | 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.
During the three months ended March 31, 2024, the Company declared and paid both a quarterly and a special cash dividend on its common stock of $0.60 and $1.00 per share, respectively. The special cash dividend related to the Company's fiscal year 2023 results. Total dividends paid, including accrued forfeitable dividends paid on restricted stock vestings, were $35.7 million for the three months ended March 31, 2024.
On April 26, 2024, the board of directors declared a quarterly cash dividend on its common stock of $0.60 per share to be paid on June 7, 2024, to shareholders of record as of the close of business on May 24, 2024.
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 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 March 31, 2024 |
May 6, 2022 | | $150.0 million | | December 31, 2024 | | $138.2 million |
January 1, 2022 | | $150.0 million | | December 31, 2023 | | $— |
During the three months ended March 31, 2024 and 2023, the Company did not repurchase shares of common stock related to its share repurchase programs.
The following table summarizes the Company's share repurchase activity from employees related to employment tax obligations:
| | | | | | | | | | | |
| Three Months Ended |
| March 31, |
| 2024 | | 2023 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Common shares repurchased | 288,977 | | | 426,031 | |
Aggregate purchase price (in millions) | $ | 52.1 | | | $ | 60.8 | |
Average price per share | $ | 180.26 | | | $ | 142.79 | |
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 three months ended March 31, 2024 and 2023, the Company issued 730,695 shares and 1,584,696 shares, respectively, related to these obligations.
Piper Sandler Companies | 23
Piper Sandler Companies
Notes to the Consolidated Financial Statements
(Unaudited)
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 in