Attached files
file | filename |
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8-K/A - FORM 8-K/A - PIPER SANDLER COMPANIES | c57915e8vkza.htm |
EX-99.2 - EX-99.2 - PIPER SANDLER COMPANIES | c57915exv99w2.htm |
EX-99.1 - EX-99.1 - PIPER SANDLER COMPANIES | c57915exv99w1.htm |
EX-23.1 - EX-23.1 - PIPER SANDLER COMPANIES | c57915exv23w1.htm |
Exhibit 99.3
Unaudited
Pro Forma Financial Information as of and for the year ended December 31, 2009
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements
On March 1, 2010, Piper Jaffray Companies (PJC or the Company) completed the purchase of
all the issued and outstanding shares of common stock, junior subordinated debentures, senior
subordinated notes and promissory notes of Advisory Research Holdings, Inc. (ARI), an asset
management firm based in Chicago, Illinois. The purchase was completed pursuant to the Securities
Purchase Agreement dated December 20, 2009. ARI became a wholly-owned subsidiary of PJC. The
transaction was accounted for using the acquisition method in accordance with FASB Accounting
Standards Codification (ASC) Topic 805, Business Combinations. The assets and liabilities of ARI
were recorded as of the acquisition date at their respective fair values, and consolidated with the
Companys assets and liabilities. The acquisition-date fair value of consideration transferred was
$211.9 million, consisting of $180.1 million in cash and $31.8 million in Company shares of common
stock, as described in Note 1 to these unaudited pro forma condensed combined financial statements.
The following unaudited pro forma condensed combined financial statements have been prepared
to assist in the analysis of the financial effects of the acquisition of ARI by PJC. This
information should be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and accompanying notes of PJC and ARI included in or incorporated
into this filing by reference. The unaudited pro forma condensed combined statement of financial
condition presents the Companys historical financial position combined with ARI as if the
acquisition had occurred on December 31, 2009. The unaudited pro forma condensed combined
statement of operations presents the results of the Companys operations combined with ARI as if
the acquisition had occurred on January 1, 2009. Such information includes certain adjustments as
described in Note 2 to these unaudited pro forma condensed combined financial statements. Such
information does not include the impacts of any revenue, cost or other operating synergies that may
result from the acquisition.
Based on the Companys review of ARIs summary of significant accounting policies disclosed in
its historical financial statements and related notes, the nature and amount of any adjustments to
the historical financial statements of ARI to conform their accounting policies to those of the
Company are not expected to be significant.
The unaudited pro forma condensed combined financial statements have been prepared by
management for illustrative purposes only and are not necessarily indicative of the combined
financial position or results of operations in future periods or the results that actually would
have been realized had PJC and ARI been a combined company during the specified periods. The
unaudited pro forma condensed combined financial statements, including the notes thereto, should be
read in conjunction with the separate historical audited financial statements of the Company
included in our Annual Report on Form 10-K for the year ended December 31, 2009, and the separate
historical audited financial statements of ARI for the years ended December 31, 2009, 2008 and
2007, provided as Exhibits 99.1 and 99.2 hereto.
1
Piper Jaffray Companies
Unaudited Pro Forma Condensed Combined Statement of Financial Condition
December 31, 2009
December 31, 2009
Historical | Pro Forma | Pro Forma | ||||||||||||||
(Amounts in thousands) | PJC | ARI | Adjustments (1) | Combined | ||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 43,942 | $ | 7,276 | $ | 180,053 | (a) | $ | 51,218 | |||||||
(180,053 | ) (b) | |||||||||||||||
Cash and cash equivalents segregated for regulatory purposes |
9,006 | | | 9,006 | ||||||||||||
Receivables: |
||||||||||||||||
Customers |
71,859 | | | 71,859 | ||||||||||||
Brokers, dealers and clearing organizations |
244,051 | | | 244,051 | ||||||||||||
Investment management and advisory fees, net of allowance for doubtful accounts |
| 10,552 | | 10,552 | ||||||||||||
Deposits with clearing organizations |
18,010 | | | 18,010 | ||||||||||||
Securities purchased under agreements to resell |
149,682 | | | 149,682 | ||||||||||||
Financial instruments and other inventory positions owned |
662,618 | | (180,053 | ) (a) | 482,565 | |||||||||||
Financial instruments and other inventory positions owned and pledged as collateral |
137,371 | | 180,053 | (a) | 317,424 | |||||||||||
Total financial instruments and other inventory positions owned |
799,989 | | | 799,989 | ||||||||||||
Fixed assets, net |
16,596 | 661 | (273 | ) (c) | 16,984 | |||||||||||
Goodwill |
164,625 | | 152,382 | (d) | 317,007 | |||||||||||
Intangible assets, net |
12,067 | | 54,959 | (e) | 67,026 | |||||||||||
Other receivables |
33,868 | 150 | (134 | ) (k) | 33,884 | |||||||||||
Other assets |
139,635 | 3,880 | (585 | ) (g) | 142,930 | |||||||||||
Total assets |
$ | 1,703,330 | $ | 22,519 | $ | 206,349 | $ | 1,932,198 | ||||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Short-term financing |
$ | 90,079 | $ | 7,000 | $ | (7,000 | ) (f) | $ | 104,696 | |||||||
14,617 | (a) | |||||||||||||||
Variable rate senior notes |
120,000 | | | 120,000 | ||||||||||||
Current maturities of long-term debt |
| 51,128 | (51,128 | ) (f) | | |||||||||||
Payables: |
||||||||||||||||
Customers |
48,179 | | | 48,179 | ||||||||||||
Checks and drafts |
8,622 | | | 8,622 | ||||||||||||
Brokers, dealers and clearing organizations |
71,818 | | | 71,818 | ||||||||||||
Securities sold under agreements to repurchase |
36,134 | | 180,053 | (a) | 216,187 | |||||||||||
Financial instruments and other inventory positions sold, but not yet purchased |
335,795 | | | 335,795 | ||||||||||||
Accrued compensation |
157,022 | | | 157,022 | ||||||||||||
Other liabilities and accrued expenses |
57,065 | 2,271 | (381 | ) (h) | 59,441 | |||||||||||
486 | (i) | |||||||||||||||
Total liabilities |
924,714 | 60,399 | 136,647 | 1,121,760 | ||||||||||||
Shareholders equity/ (deficit): |
||||||||||||||||
Common stock |
195 | 1 | (1 | ) (j) | 195 | |||||||||||
Additional paid-in capital |
803,553 | 16,839 | (16,839 | ) (j) | 835,375 | |||||||||||
31,822 | (b) | |||||||||||||||
Retained earnings |
155,193 | 55,379 | (55,379 | ) (j) | 155,193 | |||||||||||
Less common stock held in treasury, at cost |
(181,443 | ) | (103,280 | ) | 103,280 | (j) | (181,443 | ) | ||||||||
Less notes receivable from stockholders |
| (6,819 | ) | 6,819 | (k) | | ||||||||||
Other comprehensive income |
1,118 | | | 1,118 | ||||||||||||
Total shareholders equity/ (deficit) |
778,616 | (37,880 | ) | 69,702 | 810,438 | |||||||||||
Total liabilities and shareholders equity/ (deficit) |
$ | 1,703,330 | $ | 22,519 | $ | 206,349 | $ | 1,932,198 | ||||||||
(1) | The letters refer to a description of the adjustments in Note 2, Pro Forma Adjustments, of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements. |
The accompanying notes are an integral part of these unaudited pro forma condensed combined
financial statements.
2
Piper Jaffray Companies
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended December 31, 2009
Year Ended December 31, 2009
Historical | Pro Forma | Pro Forma | ||||||||||||||
PJC | ARI | Adjustments (1) | Combined | |||||||||||||
(Amounts in thousands, except per share data) |
||||||||||||||||
Revenues: |
||||||||||||||||
Investment banking |
$ | 207,701 | $ | | $ | | $ | 207,701 | ||||||||
Institutional brokerage |
221,117 | | | 221,117 | ||||||||||||
Interest |
36,254 | 271 | | 36,525 | ||||||||||||
Asset management |
14,681 | 53,020 | | 67,701 | ||||||||||||
Other income |
2,731 | 70 | | 2,801 | ||||||||||||
Total revenues |
482,484 | 53,361 | | 535,845 | ||||||||||||
Interest expense |
13,694 | 3,187 | (3,187 | ) (p) | 19,346 | |||||||||||
5,652 | (p) | |||||||||||||||
Contingent interest income |
| 7,964 | (7,964 | ) (p) | | |||||||||||
Net revenues |
468,790 | 58,138 | (10,429 | ) | 516,499 | |||||||||||
Non-interest expenses: |
||||||||||||||||
Compensation and benefits |
281,277 | 22,808 | | 304,085 | ||||||||||||
Occupancy and equipment |
29,705 | 588 | (114 | ) (m) | 30,075 | |||||||||||
(104 | ) (o) | |||||||||||||||
Communications |
22,682 | | | 22,682 | ||||||||||||
Floor brokerage and clearance |
11,948 | | | 11,948 | ||||||||||||
Marketing and business development |
18,969 | | | 18,969 | ||||||||||||
Outside services |
29,657 | | | 29,657 | ||||||||||||
Other operating expenses |
18,000 | 3,270 | 6,481 | (l) | 27,590 | |||||||||||
(161 | ) (n) | |||||||||||||||
Total non-interest expenses |
412,238 | 26,666 | 6,102 | 445,006 | ||||||||||||
Income before income tax expense |
56,552 | 31,472 | (16,531 | ) | 71,493 | |||||||||||
Income tax expense |
26,183 | 467 | 11,933 | (q) | 32,070 | |||||||||||
(6,513 | ) (r) | |||||||||||||||
Net income |
$ | 30,369 | $ | 31,005 | $ | (21,951 | ) | $ | 39,423 | |||||||
Net income applicable to common shareholders |
$ | 24,888 | $ | | $ | | $ | 30,917 | ||||||||
Earnings per basic common share |
$ | 1.56 | $ | 1.94 | ||||||||||||
Earnings per diluted common share |
$ | 1.55 | $ | 1.93 | ||||||||||||
Weighted average number of common shares outstanding |
||||||||||||||||
Basic |
15,952 | 11 | 15,963 | |||||||||||||
Diluted |
16,007 | 11 | 16,018 |
(1) | The letters refer to a description of the adjustments in Note 2, Pro Forma Adjustments, of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements. |
The accompanying notes are an integral part of these unaudited pro forma condensed combined
financial statements.
3
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Description of Transaction and Basis of Presentation
On March 1, 2010, Piper Jaffray Companies (PJC or the Company) completed the purchase of
all the issued and outstanding shares of common stock, junior subordinated debentures, senior
subordinated notes and promissory notes of Advisory Research Holdings, Inc. (ARI), an asset
management firm based in Chicago, Illinois. The purchase was completed pursuant to the Securities
Purchase Agreement dated December 20, 2009. ARI became a wholly-owned subsidiary of PJC. The
transaction was accounted for using the acquisition method in accordance with FASB Accounting
Standards Codification (ASC) Topic 805, Business Combinations. The assets and liabilities of ARI
are recorded as of the acquisition date at their respective fair values, and consolidated with the
Companys assets and liabilities.
The acquisition-date fair value of consideration transferred in this transaction was $211.9
million, consisting of $180.1 million in cash and $31.8 million in Company shares of common stock.
PJC issued 893,105 shares of the Companys common stock, of which 881,846 shares had certain
vesting restrictions. The fair value of the 881,846 restricted shares was determined using the
market price of the Companys common stock on the date of the acquisition as discounted by a
liquidity assumption in accordance with the valuation principles of ASC Topic 820, Fair Value
Measurements and Disclosures. A portion of the purchase price payable in cash was funded by
proceeds from the issuance of variable rate senior notes (Notes) in the amount of $120 million
pursuant to the Note Purchase Agreement dated December 31, 2009, with certain entities advised by
Pacific Investment Management Company LLC.
Identifiable intangible assets in the transaction consisted of customer relationships and the
acquired ARI trade name with acquisition-date fair values of $52.1 million and $2.9 million,
respectively. Customer relationships represent existing contracts that relate primarily to
underlying customer relationships. PJC expects to amortize the fair value of this asset over nine
years based on the pattern in which the economic benefits of the intangible asset will be consumed.
The ARI trade name will continue to be utilized indefinitely. Accordingly, indefinite-lived
assets are not subject to amortization, but will be tested for impairment in accordance with ASC
Topic 350, Intangibles Goodwill and Other.
Goodwill represents the excess of the acquisition-date fair value of the consideration
transferred over the amount of acquisition-date identifiable assets acquired net of assumed
liabilities. Goodwill is not subject to amortization, but will be tested for impairment in
accordance with ASC Topic 350. In the event that management of the combined company determines
that the value of goodwill has become impaired, the combined company will incur an accounting
charge for the amount of impairment during the fiscal quarter in which the determination is made.
2. Pro Forma Adjustments
Pro forma adjustments are necessary to reflect: the purchase price, ARIs net tangible and
intangible assets at an amount equal to fair value, the amortization expense related to the
amortizable intangible asset, changes in depreciation and amortization expense resulting from the
estimated fair value adjustments to net tangible assets, adjustments to liabilities and interest
expense from revised debt structures, and the income tax effects of applying PJCs statutory tax
rates to ARIs historical results and the pro forma adjustments.
The pro forma combined income tax expense does not necessarily reflect the amounts that would
have resulted had PJC and ARI filed a consolidated income tax return during the period presented.
There were no intercompany balances or transactions between PJC and ARI as of the date and for
the period of these unaudited pro forma condensed combined financial statements.
PJC has not identified any pre-merger contingencies where the related asset, liability or
impairment is probable and the amount of the asset, liability or impairment can be reasonably
estimated as of the acquisition date. Prior to the end of the measurement period, if information
becomes available which would indicate it is probable that such
4
event had been incurred at the acquisition date and the amounts can be reasonably estimated,
such items will be recorded at fair value, as an adjustment to goodwill, in accordance with ASC
Topic 805.
The pro forma adjustments, included in the Pro Forma Adjustments column in the unaudited pro
forma condensed combined financial statements, are as follows:
(a) | To record increased financing activities from securities sold under agreements to repurchase and short-term financing; | ||
(b) | To record cash and equity consideration paid by the Company in the consummation of the acquisition; | ||
(c) | To adjust ARIs fixed assets to fair value; | ||
(d) | To record goodwill; | ||
(e) | To record the fair value of ARIs identifiable intangible assets; | ||
(f) | To adjust for the payment of ARIs debt structures as a result of the acquisition; | ||
(g) | To adjust ARIs other assets to fair value; | ||
(h) | To eliminate ARIs income tax accruals; | ||
(i) | To adjust ARIs lease obligation to fair value; | ||
(j) | To eliminate ARIs historical balances of common stock, additional paid-in capital, retained earnings, and treasury stock; | ||
(k) | To record the repayment of notes and interest receivable from stockholders as a result of the acquisition; | ||
(l) | To amortize ARIs intangible asset based upon the pattern in which the economic benefits of the amortizable intangible asset will be consumed; | ||
(m) | To adjust occupancy expense based on the fair value of ARIs lease obligation; | ||
(n) | To adjust amortization expense based upon the elimination of ARIs capitalized legal entity costs; | ||
(o) | To adjust depreciation expense based on the fair value of ARIs fixed assets; | ||
(p) | To adjust interest expense and contingent interest income for ARIs revised debt structure as a result of the acquisition and to record interest expense on debt incurred by PJC to fund a portion of the purchase price; | ||
(q) | To reflect income tax effects of applying PJCs statutory tax rates; and | ||
(r) | To record income tax effects for the pro forma adjustments at PJCs statutory tax rates. |
3. Pro Forma Earnings per Common Share
The pro forma combined earnings per basic and diluted common share are based on the number of
PJC shares of common stock used in computing earnings per basic and diluted common share using the
two-class method and adjusted to give effect to shares subsequently issued or assumed to be issued
had the transaction taken place at the beginning of the period presented.
5