2 unchanged sentences
Management's Report on Internal Control over Financial Reporting
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (PCA O B ID:
Report of Independent Registered Public Accounting Firm
16 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors of Oppenheimer Holdings Inc.
+Added: To the Stockholders and the Board of Directors of Oppenheimer Holdings Inc.
Opinion on Internal Control over Financial Reporting
20 unchanged sentences
/s/ Deloitte & Touche LLP
+Added: New York, New York
February 28, 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors of Oppenheimer Holdings Inc.
+Added: To the Stockholders and the Board of Directors of Oppenheimer Holdings Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Oppenheimer Holdings Inc.
−Removed: and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements").
+Added: and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders' equity and redeemable noncontrolling interests, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
16 unchanged sentences
Fees are calculated based on underlying information, such as asset balances and rates, sourced from multiple internal and external systems.
−Removed: For the year ended December 31, 2021, total advisory fee revenue was $341M, of which a significant portion represents fees earned on assets held in the Company’s asset-based programs.
+Added: For the year ended December 31, 2022, total advisory fee revenue was $426 million, of which $326 million represents fees earned on assets held in the Company’s asset-based programs.
Given the Company's use of multiple systems and databases in recording advisory fees on asset-based programs, auditing the balance was complex and challenging due to the extent of audit effort required to evaluate the completeness and accuracy of underlying information and required the involvement of information technology (IT) professionals with specialized skills and expertise.
10 unchanged sentences
/s/ Deloitte & Touche LLP
+Added: New York, New York
February 28, 2023
40 unchanged sentences
Stockholders' equity
−Removed: Share capital
−Removed: Class A non-voting common stock, par value $ 0.001 per share, 50,000,000 shares
−Removed: authorized, 12,447,036 and 12,381,778 shares issued and outstanding as of December 31, 2021 and 2020, respectively
−Removed: 36,309 39,200
−Removed: Class B voting common stock, par value $ 0.001 per share, 99,665 shares authorized, issued and outstanding
−Removed: 36,442 39,333
−Removed: Contributed capital 41,603 41,481
+Added: Common Stock ($ 0.001 par value per share):
+Added: shares authorized:
+Added: shares issued and outstanding 10,868,556 and
+Added: 12,447,036 as of December 31, 2022 and 2021, respectively
+Added: shares authorized, issued and outstanding:
+Added: 99,665 as of December 31, 2022
+Added: Additional paid-in capital 28,628 78,032
Retained earnings 764,178 740,926
2 unchanged sentences
stockholders' equity 794,233 823,196
−Removed: Non-controlling interest $ 2,069 $ —
+Added: Non-controlling interests (Note 2) $ 722 $ 2,069
Total Stockholders' Equity $ 794,955 $ 825,265
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity $ 2,714,392 $ 3,043,250
+Added: (1) Certain prior period reported amounts were reclassified to conform to the current period presentation, See Note 2.
The accompanying notes are an integral part of these consolidated financial statements.
21 unchanged sentences
Net income $ 32,110 $ 158,964 $ 122,986
−Removed: Earnings per share
+Added: Net income (loss) attributable to noncontrolling interests, net of tax ( 241 ) — —
+Added: Net income attributable to Oppenheimer Holdings Inc.
+Added: $ 32,351 $ 158,964 $ 122,986
+Added: Earnings per share attributable to Oppenheimer Holdings Inc.
Basic $ 2.77 $ 12.57 $ 9.73
Diluted 2.57 $ 11.70 $ 9.30
−Removed: Weighted average shares
+Added: Weighted average shares outstanding
Basic 11,666,194 12,642,306 12,642,576
Diluted 12,607,752 13,582,828 13,217,335
+Added: Period end shares outstanding 10,968,221 12,546,701 12,481,443
The accompanying notes are an integral part of these consolidated financial statements.
7 unchanged sentences
Comprehensive income $ 29,301 $ 159,741 $ 124,673
+Added: Less net income (loss) attributable to noncontrolling interests ( 241 ) — —
+Added: Comprehensive income attributable to Oppenheimer Holdings Inc.
+Added: $ 29,542 $ 159,741 $ 124,673
The accompanying notes are an integral part of these consolidated financial statements.
3 unchanged sentences
(Expressed in thousands except per share amounts) 2022 2021 (1)
−Removed: Share capital
+Added: Common stock ($ 0.001 par value per share)
Balance at beginning of year $ 13 $ 12 $ 13
2 unchanged sentences
Balance at end of year 11 13 12
−Removed: Contributed capital
+Added: Additional paid-in capital
Balance at beginning of year 78,032 80,802 93,951
+Added: Issuance of Class A non-voting common stock 2,924 4,846 7,824
+Added: Repurchase of Class A non-voting common stock for cancellation ( 58,581 ) ( 7,738 ) ( 15,048 )
Share-based expense 11,555 10,514 7,683
4 unchanged sentences
Balance at beginning of year 740,926 601,406 496,998
+Added: Repurchase of Class A non-voting common stock for cancellation ( 2,055 ) — —
Net income (2)
+Added: 32,351 158,964 122,986
Dividends paid ( 7,044 ) ( 19,444 ) ( 18,578 )
6 unchanged sentences
stockholders' equity 794,233 823,196 685,668
−Removed: Non-controlling interest
−Removed: Contributions during the year 11,946 — —
−Removed: Net loss attributable to non-controlling interest ( 11 ) — —
+Added: Non-controlling interests
+Added: Balance at beginning of year 2,069 11,946 —
+Added: Capital distribution to noncontrolling interests ( 90 ) — —
+Added: Net loss attributable to non-controlling interests ( 241 ) ( 11 ) —
Change in redemption value of redeemable noncontrolling interests ( 1,016 ) ( 9,866 ) —
2 unchanged sentences
Redeemable Non Controlling Interests
−Removed: Contributions during the year 117,246 — —
+Added: Balance at beginning of year 127,765 117,246 —
+Added: Redemption of redeemable noncontrolling interests
+Added: ( 103,536 ) — —
Change in redemption value of redeemable noncontrolling interests 1,237 10,519 —
1 unchanged sentence
Dividends paid per share $ 0.60 $ 1.54 $ 1.48
+Added: (1) Certain prior period reported amounts were reclassified to conform to the current period presentation, See Note 2.
+Added: (2) Attributable to Oppenheimer Holdings Inc.
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Net income $ 32,110 $ 158,964 $ 122,986
−Removed: Adjustments to reconcile net income to net cash used in operating activities
+Added: Adjustments to reconcile net income to net cash provided by (used in) operating activities
Non-cash items included in net income:
18 unchanged sentences
Increase (decrease) in operating liabilities:
−Removed: Drafts payable — — ( 16,348 )
Payable to brokers, dealers and clearing organizations 127,949 162,146 ( 261,064 )
19 unchanged sentences
Proceeds from Company sponsored Initial Public Offering — 126,500 —
+Added: Distribution to noncontrolling interests ( 90 ) — —
+Added: Redemption on redeemable noncontrolling interests ( 103,536 ) — —
Redemption of senior secured notes — — ( 148,574 )
31 unchanged sentences
OPY Credit Corp., which offers syndication as well as trading of issued corporate loans;
−Removed: Oppenheimer Europe Ltd., based in the United Kingdom, with offices in the Isle of Jersey, Germany and Switzerland, which provides institutional equities and fixed income brokerage and corporate finance and is regulated by the Financial Conduct Authority;
+Added: Oppenheimer Europe Ltd., based in the United Kingdom, with offices in the Isle of Jersey, Germany and Switzerland, which provides institutional equities and fixed income brokerage and corporate finance and is regulated by the Financial Conduct Authority in the United Kingdom and the Jersey Financial Services Commission in the Isle of Jersey;
and Oppenheimer Investments Asia Limited, based in Hong Kong, China, which provides fixed income and equities brokerage services to institutional investors and is regulated by the Securities and Futures Commission;
+Added: and Oppenheimer Israel Ltd., based in Tel Aviv, Israel, which provides investment services in the State of Israel and operates subject to the authority of the Israel Securities Authority.
Summary of significant accounting policies and estimates
Basis of Presentation
−Removed: The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
−Removed: United States of America ("US GAAP").
+Added: The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP").
Intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.
+Added: Change in Presentation
+Added: Effective June 30, 2022, the Company reclassified certain stockholders' equity amounts on the consolidated balance sheet and consolidated statements of changes in stockholders' equity and redeemable noncontrolling interests.
+Added: The reclassification included separately presenting the par value of common stock, and combining previously disclosed share capital and contributed capital amounts in the currently reported additional paid-in capital amount.
+Added: The reclassification had no impact on previously reported total stockholders’ equity amounts.
Use of Estimates
3 unchanged sentences
Therefore, actual results could be materially different from these estimates.
−Removed: A discussion of certain critical accounting policies in which estimates are a significant component of the amounts reported on the consolidated financial statements follows.
−Removed: On January 30, 2020, the spread of the novel coronavirus ("COVID-19") was declared a Public Health Emergency of International Concern by the World Health Organization ("WHO").
−Removed: Subsequently, on March 11, 2020, the WHO characterized the COVID-19 outbreak as a pandemic (the "COVID-19 Pandemic").
−Removed: The COVID-19 Pandemic coupled with the current market volatility has created an economic environment that may have significant accounting and financial reporting implications.
−Removed: The disruption of businesses around the globe due to COVID-19 may be a "trigger event" for companies to reassess valuation and accounting estimates and assumptions such as, impairment of goodwill, valuation allowances of deferred tax assets, fair value of investments and collectability of receivables.
−Removed: We have reviewed the assumptions on which we value our goodwill, as well as valuation allowances on certain assets and the collectability of our receivables as of December 31, 2021 which did not result in any impairment or write-off.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Financial Instruments and F ai r Value
Financial Instruments
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Securities owned, securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period.
Fair Value Measurements
−Removed: Accounting guidance for the fair value measurement of financial assets defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and expands fair value measurement disclosures.
+Added: Accounting guidance for the fair value measurement of financial assets defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and requires certain fair value measurement disclosures.
Fair value, as defined by the accounting guidance, is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
5 unchanged sentences
Financial instruments classified within Level 1 are valued based on quoted market prices in active markets and consist of U.S.
−Removed: Treasury and Agency securities, corporate equities, and certain money market instruments.
−Removed: Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, mortgage and asset-backed securities, and municipal obligations.
+Added: Treasury, corporate equities, and certain money market instruments.
+Added: Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, U.S.
+Added: Agency securities, mortgage and asset-backed securities, and municipal obligations.
Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active.
Some financial instruments are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability.
−Removed: As of December 31, 2021, the Company had $ 31.8 million of auction rate securities ("ARS") in level 3 assets.
+Added: As of December 31, 2022 and December 31, 2021, the Company had $ 31.8 million of auction rate securities ("ARS") in level 3 assets.
See note 7 for further details.
Fair Value Option
−Removed: The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period.
−Removed: The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument.
+Added: The Company elected the fair value option for securities sold under agreements to repurchase ("repurchase agreements") and securities purchased under agreements to resell ("reverse repurchase agreements") that do not settle overnight or have an open settlement date.
+Added: The Company has elected the fair value option for these instruments to reflect more accurately market and economic events in its earnings and to mitigate a potential mismatch in earnings caused by using different measurement attributes (i.e.
+Added: fair value versus carrying value) for certain assets and liabilities.
+Added: As of December 31, 2022, the Company did not have any repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
Consolidation
3 unchanged sentences
See note 9 for further details.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Financing Receivables
3 unchanged sentences
In many cases, the Company is permitted to sell or re-pledge securities held as collateral.
−Removed: These securities may be used to collateralize repurchase agreements, to enter into securities lending agreements, to cover short positions or to fulfill the obligation of securities fails to deliver.
+Added: These securities may be used to collateralize repurchase
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: agreements, to enter into securities lending agreements, to cover short positions or to fulfill the obligation of securities fails to deliver.
The Company monitors the market value of the collateral received on a daily basis and may require clients and counterparties to deposit additional collateral or return collateral pledged, when appropriate.
23 unchanged sentences
For these leases, lease expense is recognized on a straight-line basis over the lease term if the ROU asset has not been impaired or abandoned.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The Company defines a reporting unit as an operating segment.
5 unchanged sentences
In estimating the fair value of the PCD reporting unit, the Company uses traditional standard valuation methods, including the market comparable approach and income approach.
−Removed: The market comparable approach is based on comparisons of the subject company to public companies whose stocks are actively traded ("Price Multiples") or to similar companies engaged in an actual merger or acquisition ("Precedent Transactions").
+Added: The market comparable approach is based on comparisons of the subject
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: company to public companies whose stocks are actively traded ("Price Multiples") or to similar companies engaged in an actual merger or acquisition ("Precedent Transactions").
As part of this process, multiples of value relative to financial variables, such as earnings or stockholders' equity, are developed and applied to the appropriate financial variables of the subject company to indicate its value.
19 unchanged sentences
The compensation cost is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Revenue Recognition
6 unchanged sentences
Investment Banking Fees
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Advisory fees from mergers, acquisitions and restructuring transactions are recorded when services for the transactions are completed and income is reasonably determinable, generally as set forth under the terms of the engagement.
5 unchanged sentences
Interest revenue is recognized in the period earned based upon average or daily asset balances, contractual cash flows, and interest rates.
+Added: Interest earned from the customer margin loans is recorded in the consolidated income statements in interest income.
Asset Management
14 unchanged sentences
Receivables from / Payables to Brokers, Dealers and Clearing Organizations
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced or received.
7 unchanged sentences
Payables to customers are recorded when customers deposit cash into their accounts and are recorded on a settlement date basis.
−Removed: Interest earned from the customer margin loans are recorded in the consolidated income statements in interest income.
−Removed: Interest expenses incurred on customer cash balances are recorded in the consolidated income statements in interest expense.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Securities Purchased under Agreements to Resell and Securities Sold under Agreements to Repurchase
17 unchanged sentences
Bank call loans are generally payable on demand and bear interest at various rates, and such loans are collateralized by firm and/or customer's margin securities.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Foreign Currency Translations
13 unchanged sentences
In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations.
−Removed: The Company records uncertain tax positions in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, "Income Taxes", on the basis of a two-step process whereby it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
+Added: The Company records uncertain tax positions in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, "Income Taxes", on the basis of a two-step process whereby it determines whether it is
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The Company records interest and penalties accruing on unrecognized tax benefits in pre-tax income as interest expense and other expense, respectively, in its consolidated income statements.
1 unchanged sentence
income taxes that would arise if such earnings were repatriated.
−Removed: Oppenheimer Acquisition Corp.
−Removed: On October 26, 2021, Oppenheimer Acquisition Corp.
+Added: OPY Acquisition Corp.
+Added: On October 26, 2021, OPY Acquisition Corp.
I (“OHAA”) consummated its $ 126.5 million initial public offering (the “OHAA IPO”).
OHAA is a special purpose acquisition company, incorporated in Delaware for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”).
−Removed: Oppenheimer Acquisition LLC I (the “Sponsor”), a Delaware series limited liability company and the Company’s subsidiary, is the sponsor of OHAA.
+Added: OPY Acquisition LLC I (the “Sponsor”), a Delaware series limited liability company and the Company’s subsidiary, is the sponsor of OHAA.
The Company and its employees control OHAA through the Sponsor’s ownership of Class A founder shares of OHAA.
−Removed: As a result, both OHAA and the Sponsor are consolidated in the Company’s financial statements.
−Removed: Funds totaling $ 127.8 million, including proceeds from the OHAA IPO of $ 126.5 million and $ 1.3 million investment from the Sponsor, are held in a trust account until the earlier of (i) the completion of a Business Combination or (ii) ten business days after April 29, 2023, 18 months from the closing of the OHAA IPO (“Combination Period”).
+Added: As a result, both OHAA and the Sponsor are recorded in the Company's consolidated financial statements.
+Added: Upon IPO completion, funds totaling $ 127.8 million, including proceeds from the OHAA IPO of $ 126.5 million and $ 1.3 million investment from the Sponsor, are held in a trust account until the earlier of (i) the completion of a Business Combination or (ii) ten business days after April 29, 2023, 18 months from the closing of the OHAA IPO (“Combination Period”), pursuant to OHAA's certificate of incorporation.
The cash held in the trust account is recorded in “Restricted Cash” on the consolidated balance sheet.
Transaction costs, which consisted of a net underwriting fee of $ 2.5 million and $ 0.5 million of other offering costs, were charged against the gross proceeds of the OHAA IPO consistent with SEC Staff Accounting Bulletin (SAB) Topic 5.
−Removed: “Redeemable noncontrolling interests” of $ 127.8 million associated with the publicly held OHAA Class A ordinary shares are recorded on the Company’s consolidated balance sheet as of December 31, 2021 at redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”.
+Added: On December 20, 2022, OHAA’s stockholders approved an amendment to its certificate of incorporation that was filed with the Delaware Secretary of State on December 22, 2022 which extends the deadline by which it must complete its initial business combination from April 29, 2023 to October 30, 2023.
+Added: In connection with its proposal to amend its certificate of incorporation, OHAA was required to give its Class A stockholders the opportunity to redeem their shares of Class A common stock.
+Added: Of the 12,650,000 shares of Class A common stock that were outstanding, a total of 10,170,490 shares exercised their redemption rights.
+Added: As of December 31, 2022, $ 25.5 million remained in the trust account that is recorded within “Restricted Cash” on the consolidated balance sheet.
+Added: “Redeemable noncontrolling interests” of $ 25.5 million associated with the publicly held OHAA Class A ordinary shares are recorded on the Company’s consolidated balance sheet as of December 31, 2022 at redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”.
Changes in redemption value are recognized immediately as they occur and will adjust the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period.
1 unchanged sentence
The public warrants and private warrants exercisable for OHAA Class A ordinary shares that were issued in connection with the OHAA IPO (the “OHAA Warrants”) qualify for equity accounting treatment under FASB ASC Topic 815.
+Added: Oppenheimer Principal Investments LLC
+Added: Oppenheimer Principal Investments LLC ("OPI") is a Delaware special purpose "Series" limited liability company formed in December 2020 and designed to retain and reward talented employees of the Company, primarily in connection with the deployment of Company capital into successful private market investments, and also in connection with the Company's receipt
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: of non-cash compensation from investment banking assignments.
+Added: OPI is designed to promote alignment of Company, client and employee interests as they relate to profitable investment opportunities.
+Added: This program acts as an incentive for senior employees to identify attractive private investments for the Company and its clients, and as a retention tool for key employees of the Company.
+Added: OPI treats its members as partners for tax purposes generally and with respect to the separate Series formed to participate in (i) the incentive fees generated by successful client investments in the Company's Private Market Opportunities program, or (ii) principal investments made by the Company or a portion of the gains thereon, either through the outright purchase of an investment or consideration earned in lieu of an investment banking fee or other transaction fee.
+Added: Employees who become members of a Series receive a "profit interest", as that term is used in IRS regulations, and receive an allocation of capital appreciation of the investment held by the particular Series that exceeds a threshold amount established for each Series.
+Added: Participating employees are also subject to vesting and forfeiture requirements for each Series investment.
+Added: The Company’s policy is to consolidate those entities where it owns the majority voting interests.
+Added: The Company owns the majority voting interest of OPI through Oppenheimer Alternative Investment Management (“OAIM”), the managing member of OPI and a subsidiary of OAM.
+Added: Pursuant to the Company’s policy for consolidation, the Company consolidates OPI.
Noncontrolling Interests
Noncontrolling interests represents ownership interests in the Sponsor of OHAA which includes OHAA Class A founder and Class A ordinary shares held by management and employees of the Company as well as OHAA Class B shares held by directors and officers of OHAA and an employee of the Company.
−Removed: Noncontrolling interests also includes publicly held warrants to purchase OHAA Class A ordinary shares.
−Removed: For the year ended December 31, 2021, net loss attributed to noncontrolling interest was $ 8,000 , net of taxes.
−Removed: The amount was deemed immaterial and it had no impact on the Company's earnings per share.
+Added: Noncontrolling interests also includes the OHAA Warrants and publicly held warrants to purchase OHAA Class A ordinary shares.
+Added: For the years ended December 31, 2022 and December 31, 2021, the net loss attributed to noncontrolling interests was $ 241,000 and $ 8,000 (net of taxes), respectively.
Restricted Cash
1 unchanged sentence
New Accounting Pronouncements
−Removed: The Company has reviewed and evaluated the impact of the recently issued Accounting Standard Updates by Financial Accounting Standards Board ("FASB") which is not expected to have a material impact on its consolidated financial statements and disclosure.
+Added: The Company has reviewed and evaluated the impact of the recently issued Accounting Standard Updates by the Financial Accounting Standards Board ("FASB") and noted that they are not expected to have a material impact on its consolidated financial statements and disclosure.
Financial Instruments - Credit Losses
−Removed: On January 1, 2020, the Company adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments", which replaced the incurred loss methodology with a current expected credit loss ("CECL") methodology.
−Removed: The Company elected the modified retrospective method which did not result in a cumulative effect adjustment at the date of adoption.
−Removed: The Company can elect to use an approach to measure the allowance for credit losses using the fair value of collateral where the borrower is required to, and reasonably expected to, continually adjust and replenish the amount of collateral securing the instrument to reflect changes in the fair value of such collateral.
+Added: Under ASC 326 "Financial Instruments - Credit Losses", the Company can elect to use an approach to measure the allowance for credit losses using the fair value of collateral where the borrower is required to, and reasonably expected to, continually adjust and replenish the amount of collateral securing the instrument to reflect changes in the fair value of such collateral.
The Company has elected to use this approach for securities borrowed, margin loans, and reverse repurchase agreements.
9 unchanged sentences
Balances are charged-off against the allowance when management deems the amount to be uncollectible.
−Removed: The Company reserves 100 % of the uncollected balance of defaulted notes which are five years and older and applies an expected loss rate to the remaining balance.
−Removed: The expected loss rate is based on historical collection rates of defaulted notes.
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: expected loss rate is adjusted for changes in environmental and market conditions such as changes in unemployment rates, changes in interest rates and other relevant factors.
+Added: The Company reserves 100 % of the uncollected balance of defaulted notes which are five years and older and applies an expected loss rate to the remaining balance.
+Added: The expected loss rate is based on historical collection rates of defaulted notes.
+Added: The expected loss rate is adjusted for changes in environmental and market conditions such as changes in unemployment rates, changes in interest rates and other relevant factors.
For the year ended December 31, 2022, no adjustments were made to the expected loss rates.
7 unchanged sentences
2017 and prior
−Removed: The following table presents activity in the allowance for uncollectibles of defaulted notes for the year ended December 31, 2021 and 2020:
+Added: The following table presents activity in the allowance for uncollectibles of defaulted notes for the years ended December 31, 2022 and 2021:
(Expressed in thousands)
5 unchanged sentences
$ 4,327 $ 4,923
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The Company and its subsidiaries have operating leases for office space and equipment expiring at various dates through 2034.
1 unchanged sentence
In addition, the Company has 92 retail branch offices in the United States as well as offices in London, England, St.
−Removed: Helier, Isle of Jersey, Geneva, Switzerland, Frankfurt, Germany, Tel Aviv, Israel and Hong Kong, China.
+Added: Helier, Isle of Jersey, Geneva, Switzerland, Munich, Germany, Tel Aviv, Israel and Hong Kong, China.
The Company is constantly assessing its needs for office space and, on a rolling basis, has many leases that expire in any given year.
−Removed: The majority of the leases are held by the Company's subsidiary, Viner Finance Inc., which is a consolidated subsidiary and 100% owned by the Company.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: Substantially all of the leases are held by the Company's subsidiary, Viner Finance Inc., which is a consolidated subsidiary and 100 % owned by the Company.
Leases with an initial term of 12 months or less are not recorded on the balance sheet;
the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
−Removed: Most leases include an option to renew and the exercise of lease renewal options is at our sole discretion.
+Added: Most leases include an option to renew and the exercise of lease renewal options is at the Company's sole discretion.
The Company did not include the renewal options as part of the right of use assets and liabilities.
The depreciable life of assets and leasehold improvements is limited by the expected lease term.
−Removed: Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
−Removed: As of December 31, 2021, the Company had ROU operating lease assets of $ 150.1 million (net of accumulated amortization of $ 76.5 million) which are comprised of real estate leases of $ 147.7 million (net of accumulated amortization of $ 70.9 million) and equipment leases of $ 2.4 million (net of accumulated amortization of $ 5.5 million).
+Added: The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
+Added: As of December 31, 2022, the Company had right-of-use operating lease assets of $ 142.6 million (net of accumulated amortization of $ 82.4 million) which are comprised of real estate leases of $ 139.7 million (net of accumulated amortization of $ 80.0 million) and equipment leases of $ 2.9 million (net of accumulated amortization of $ 2.4 million).
As of December 31, 2022, the Company had operating lease liabilities of $ 182.6 million which are comprised of real estate lease liabilities of $ 179.7 million and equipment lease liabilities of $ 2.9 million.
−Removed: The Company had no finance leases or embedded leases as of December 31, 2021.
−Removed: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
+Added: The Company had no finance leases as of December 31, 2022.
+Added: As most of the Company's leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The Company used the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date.
−Removed: The Company used the incremental borrowing rate as of the lease commencement date for the operating leases commenced subsequent to January 1, 2019.
−Removed: The following table presents the weighted average lease term and weighted average discount rate for our operating leases as of December 31, 2021 and December 31, 2020, respectively:
+Added: The Company used the incremental borrowing rate as of the lease commencement date for the operating leases that commenced subsequent to January 1, 2019.
+Added: The following table presents the weighted average lease term and weighted average discount rate for the Company's operating leases as of December 31, 2022 and December 31, 2021, respectively:
December 31, 2022
2 unchanged sentences
Weighted average discount rate 6.66 % 6.89 %
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The following table presents operating lease costs recognized for the years ended December 31, 2022 and December 31, 2021, respectively, which are included in occupancy and equipment costs on the consolidated income statements:
8 unchanged sentences
Equipment leases - Interest expense 152 142
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
The maturities of lease liabilities as of December 31, 2022 are as follows:
5 unchanged sentences
Less interest ( 45,470 )
−Removed: Present value of operating lease liabilities $ 192,019
+Added: Present value of lease liabilities $ 182,570
As of December 31, 2022, the Company had $ 40.2 million of additional operating leases that have not yet commenced.
9 unchanged sentences
Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved.
−Removed: In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of its past experiences, the time period during which uncertainties are expected
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: to be resolved and the amount of consideration that is susceptible to factors outside of the Company's influence, such as market volatility or the judgment and actions of third parties.
+Added: In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of its past experiences, the time period during which uncertainties are expected to be resolved and the amount of consideration that is susceptible to factors outside of the Company's influence, such as market volatility or the judgment and actions of third parties.
The Company earns revenue from contracts with customers and other sources (principal transactions, interest and other).
4 unchanged sentences
Commission revenue associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, is recognized at a point in time on trade date when the performance obligation is satisfied.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Commission revenue is generally paid on settlement date, which is generally two business days after trade date for equity securities and corporate bond transactions and one day for government securities, options and commodities transactions.
14 unchanged sentences
The Company earns underwriting revenues by providing capital raising solutions for corporate clients through initial public offerings, follow-on offerings, equity-linked offerings, private investments in public entities, and private placements.
−Removed: Underwriting revenues are recognized at a point in time on trade date, as the client obtains the control and benefit of the capital markets offering at that point.
+Added: Underwriting revenues are recognized at a point in time on trade date, as the client obtains the control and benefit of the capital markets offering at that time.
These fees are generally received within 90 days after the transactions are completed.
1 unchanged sentence
Underwriting revenues and related expenses are presented gross on the consolidated income statements.
−Removed: Revenue from financial advisory services includes fees generated in connection with mergers, acquisitions and restructuring transactions and such revenue and fees are primarily recorded at a point in time when services for the transactions are completed and income is reasonably determinable, generally as set forth under the terms of the engagement.
+Added: Revenue from financial advisory services includes fees generated in connection with mergers, acquisitions and restructuring transactions.
+Added: Such revenue and fees are primarily recorded at a point in time when services for the performance obligations have been completed and income is reasonably determinable, generally as set forth under the terms of the engagement.
Payment for advisory services is generally due upon a completion of the transaction or milestone.
−Removed: Retainer fees and fees earned from certain
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: advisory services are recognized ratably over the service period as the customer receives the benefit of the services throughout the term of the contracts, and such fees are collected based on the terms of the contracts.
+Added: Retainer fees and fees earned from certain advisory services are recognized ratably over the service period as the customer receives the benefit of the services throughout the term of the contracts, and such fees are collected based on the terms of the contracts.
Bank Deposit Sweep Income
4 unchanged sentences
The following presents the Company's revenue from contracts with customers disaggregated by major business activity and other sources of revenue for the years ended December 31, 2022 and 2021:
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
(Expressed in thousands) For the Year Ended December 31, 2022
16 unchanged sentences
Total revenue $ 675,680 $ 99,242 $ 337,821 $ ( 1,802 ) $ 1,110,941
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
(Expressed in thousands) For the Year Ended December 31, 2021
16 unchanged sentences
Total revenue $ 665,060 $ 104,598 $ 625,704 $ ( 1,327 ) $ 1,394,035
−Removed: Contract Balances
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: Contract Assets and Liabilities
The timing of the Company's revenue recognition may differ from the timing of payment by its customers.
−Removed: The Company records receivables when revenue is recognized prior to payment and it has an unconditional right to payment.
+Added: The Company records contract assets when payment is due from a client conditioned on future performance or the occurrence of other events.
Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.
3 unchanged sentences
Total deferred revenue was $ 900,000 and $ 235,000 for years ended December 31, 2022 and 2021.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The following presents the Company's contract assets and deferred revenue balances from contracts with customers, which are included in other assets and other liabilities, respectively, on the consolidated balance sheet:
8 unchanged sentences
Investment banking fees (5)
−Removed: 17,765 16,119
Other 4,686 5,195
7 unchanged sentences
(4) Fees earned from FDIC-insured bank deposit program but not yet received.
−Removed: (5) Underwriting revenue and advisory fees earned but not yet received.
+Added: (5) Underwriting revenue and advisory fees earned but not yet received, including certain receivables.
(6) Retainer fees and fees earned from certain advisory transactions where the performance
14 unchanged sentences
Securities failed to deliver 9,099 9,212
−Removed: Clearing organizations 19,518 28,955
−Removed: Other 1,704 15,634
+Added: Clearing organizations and other 20,036 21,222
Total $ 206,077 $ 169,902
4 unchanged sentences
Clearing organizations and other (1)
+Added: 166,394 169,300
Total $ 550,006 $ 422,057
−Removed: (1) The balance as of December 31, 2021 primarily related to a trade/settlement date adjustment for U.S.Government Securities.
+Added: (1) The balances are primarily related to a trade/settlement date adjustment for U.S.
+Added: Government Securities.
Fair value measurements
6 unchanged sentences
agency securities consist of agency issued debt securities and mortgage pass-through securities.
−Removed: Non-callable agency issued debt securities are generally valued using quoted market prices.
+Added: Non-callable agency issued debt securities are generally valued using quoted market prices, quoted market prices for comparable securities or discounted cash flow models.
Callable agency issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities.
4 unchanged sentences
The fair value of corporate bonds is estimated using recent transactions, broker quotations and bond spread information.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Mortgage and Other Asset-Backed Securities
1 unchanged sentence
When specific external pricing is not observable, the valuation is based on yields and spreads for comparable bonds.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Municipal Obligations
13 unchanged sentences
As of December 31, 2022, the Company owned $ 31.8 million of ARS.
−Removed: This amount represents the unredeemed or unsold amount that the Company holds as a result of ARS buybacks pursuant to the settlements with the Regulators and legal
−Removed: settlements and awards referred to above.
+Added: This amount represents the unredeemed or unsold amount that the Company holds as a result of ARS buybacks pursuant to the settlements with the Regulators and legal settlements and awards referred to above.
The Company’s ARS owned referred to above have, for the most part, been subject to issuer tender offers.
3 unchanged sentences
In such cases, other valuation techniques might be necessary.
−Removed: As of December 31, 2021, the Company had a valuation adjustment totaling $ 5.2 million relating to ARS owned (which is included as a reduction to securities owned on the consolidated balance sheet).
+Added: As of December 31, 2022, the Company had a valuation allowance totaling $ 5.2 million relating to ARS owned (which is included as a reduction to securities owned on the consolidated balance sheet).
In its role as general partner in certain hedge funds and private equity funds, the Company, through its subsidiaries, holds direct investments in such funds.
30 unchanged sentences
and activist strategies.
−Removed: (2) Includes private equity funds and private equity fund of funds with a focus on diversified portfolios,
−Removed: real estate and global natural resources.
+Added: (2) Includes private equity funds and private equity fund of funds with diversified portfolios, focusing on but not
+Added: limited to technology companies, venture capital and global natural resources.
During 2020, the Company made an investment in a financial technologies firm.
2 unchanged sentences
As of December 31, 2022, the fair value of the investment was $ 6.0 million and was categorized in Level 2 of the fair value hierarchy.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Assets and Liabilities Measured at Fair Value
The Company's assets and liabilities, recorded at fair value on a recurring basis, as of December 31, 2022 and 2021, have been categorized based upon the above fair value hierarchy as follows:
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2022
20 unchanged sentences
Total $ 412,589 $ 87,996 $ 31,776 $ 532,361
−Removed: Securities sold but not yet purchased:
Treasury securities $ 25,006 $ — $ — $ 25,006
Agency securities — 3 — 3
+Added: Sovereign obligations — 9,048 — 9,048
Corporate debt and other obligations — 2,905 — 2,905
31 unchanged sentences
TBAs — 92 — 92
−Removed: Derivative contracts, total — 15 — 15
Total $ 580,369 $ 64,476 $ 31,804 $ 676,649
2 unchanged sentences
Agency securities — 4 — 4
−Removed: Sovereign obligations — 623 — 623
Corporate debt and other obligations — 2,515 — 2,515
4 unchanged sentences
Futures 287 — — 287
−Removed: ARS purchase commitments — — 195 195
+Added: TBAs — 81 — 81
Derivative contracts, total 287 81 — 368
Total $ 61,264 $ 11,062 $ — $ 72,326
+Added: (1) Included in other assets on the consolidated balance sheet.
OPPENHEIMER HOLDINGS INC.
12 unchanged sentences
ARS purchase commitments (2)
−Removed: 195 ( 1 ) — ( 196 ) — —
(1) Represents auction rate securities that failed in the auction rate market.
2 unchanged sentences
(3) Included in principal transactions in the consolidated income statement.
−Removed: (4) Unrealized lossess are attributable to assets or liabilities that are still held at the reporting date.
+Added: (4) Unrealized losses are attributable to assets or liabilities that are still held at the reporting date.
(Expressed in thousands)
4 unchanged sentences
and Issuances Sales and Settlements Transfers
−Removed: In / (Out) (1)
+Added: In / (Out) Ending
Auction rate securities (1)
+Added: $ 30,701 $ ( 197 ) $ 1,350 $ ( 50 ) $ — $ 31,804
ARS purchase commitments (2)
195 ( 1 ) — ( 196 ) — —
−Removed: (1) Transferred to Level 3 of the fair value hierarchy due to the illiquid nature of the securities as result of
−Removed: the length of time since the last tender offer.
+Added: (1) Represents auction rate securities that failed in the auction rate market.
(2) Represents the difference in principal and fair value for auction rate securities purchase commitments
19 unchanged sentences
Securities failed to deliver 9,099 — 9,099 — 9,099
−Removed: Clearing organizations 19,518 — 19,518 — 19,518
−Removed: Other 1,693 — 1,693 — 1,693
+Added: Clearing organizations and other 20,035 — 20,035 — 20,035
$ 206,076 — $ 206,076 — $ 206,076
Receivable from customers 1,202,764 — 1,202,764 — 1,202,764
−Removed: Securities purchased under agreements to resell 935 — 935 — 935
Notes receivable, net 57,495 — 57,495 — 57,495
20 unchanged sentences
Cash $ 213,759 $ 213,759 $ — $ — $ 213,759
+Added: Restricted cash 127,765 127,765 — — 127,765
Deposits with clearing organization 37,885 37,885 — — 37,885
7 unchanged sentences
Receivable from customers 1,221,450 — 1,221,450 — 1,221,450
+Added: Securities purchased under agreements to resell 935 — 935 — 935
Notes receivable, net 53,983 — 53,983 — 53,983
22 unchanged sentences
Such hedges have not been designated as accounting hedges.
−Removed: Unrealized gains and losses on foreign exchange forward contracts are recorded in other assets on the consolidated balance sheet and other income in the consolidated income statements.
+Added: Unrealized gains and losses on foreign exchange forward contracts are
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
+Added: recorded in other assets or other liabilities on the consolidated balance sheet and other income in the consolidated income statement.
Derivatives used for trading and investment purposes
4 unchanged sentences
Treasury notes, Federal Funds, General Collateral futures and Eurodollar contracts primarily as an economic hedge of interest rate risk associated with government trading activities.
−Removed: Unrealized gains and losses on futures contracts are recorded on the consolidated balance sheet in payable to brokers, dealers and clearing organizations and in the consolidated income statements as principal transactions revenue, net.
+Added: Unrealized gains and losses on futures contracts are recorded on the consolidated balance sheet in payable to brokers, dealers and clearing organizations and in the consolidated income statement as principal transactions revenue, net.
To-be-announced securities
2 unchanged sentences
The contractual or notional amounts related to these financial instruments reflect the volume of activity and do not reflect the amounts at risk.
−Removed: Net unrealized gains and losses on TBAs are recorded on the consolidated balance sheet in receivable from brokers, dealers and clearing organizations or payable to brokers, dealers and clearing organizations and in the consolidated income statements as principal transactions revenue, net.
+Added: Net unrealized gains and losses on TBAs are recorded on the consolidated balance sheet in receivable from brokers, dealers and clearing organizations or payable to brokers, dealers and clearing organizations and in the consolidated income statement as principal transactions revenue, net.
The notional amounts and fair values of the Company's derivatives as of December 31, 2022 and 2021 by product were as follows:
4 unchanged sentences
Other contracts TBAs $ 1,775 $ 1,762
+Added: Forward reverse repurchase agreements 15,000 —
$ 17,050 $ 1,762
14 unchanged sentences
Other contracts TBAs $ 14,300 $ 92
+Added: $ 14,300 $ 92
Derivatives not designated as hedging instruments (1)
2 unchanged sentences
Other contracts TBAs 14,300 81
−Removed: ARS purchase commitments 1,313 195
$ 3,534,300 $ 368
6 unchanged sentences
For the Year Ended December 31, 2022
−Removed: Recognized in Income on Derivatives
Types Description Location Net Gain (Loss)
2 unchanged sentences
TBAs Principal transactions revenue 60
−Removed: Purchase commitments Principal transactions revenue ( 987 )
−Removed: ARS purchase commitments Principal transactions revenue ( 1 )
(Expressed in thousands)
1 unchanged sentence
For the Year Ended December 31, 2021
−Removed: Recognized in Income on Derivatives
Types Description Location Net Gain (Loss)
2 unchanged sentences
TBAs Principal transactions revenue 157
+Added: Purchase commitments Principal transactions revenue ( 987 )
ARS purchase commitments Principal transactions revenue ( 1 )
8 unchanged sentences
Bank call loans are generally payable on demand and bear interest at various rates.
−Removed: As of December 31, 2021, the outstanding balance of bank call loans was $ 69.5 million ($ 82 million as of December 31, 2020).
−Removed: Such loans were collateralized by the Firm's securities and customer securities with market values of approximately $ 38.5 million and $ 44.4 million, respectively, with commercial banks.
+Added: As of December 31, 2022, the outstanding balance of bank call loans was zero ($ 69.5 million as of December 31, 2021).
As of December 31, 2022, the Company had approximately $ 1.7 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has re-pledged approximate ly $ 268.2 milli on under securities loan agreements.
−Removed: As of December 31, 2021, the Company had pledg ed $ 358.1 milli on of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.
+Added: As of December 31, 2022, the Company had pledged $ 305.9 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.
As of December 31, 2022, the Company had no outstanding letters of credit.
69 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: The Company elected the fair value option for those repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
+Added: The Company elects the fair value option for those repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
As of December 31, 2022, the Company did not have any repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
2 unchanged sentences
As of December 31, 2022, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $ 124.1 million ($ 96.4 million as of December 31, 2021) and $ 28.0 million ($ 307.3 million as of December 31, 2021), respectively, of which the Company has sold and re-pledged approximately $ 39.4 million ($ 29.4 million as of December 31, 2021) under securities loaned transactions and $ 28.0 million under repurchase agreements ($ 307.3 million as of December 31, 2021).
−Removed: The Company pledges certain of its securities owned for securities lending and repurchase agreements and to collateralize bank call l oan transactions.
+Added: The Company pledges certain of its securities owned for securities lending and repurchase agreements and to collateralize bank call loan transactions.
The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $ 175.7 million, a s presented on the face of the consolidated balance sheet as of December 31, 2022 ($ 266.4 million as of December 31, 2021).
7 unchanged sentences
The Company seeks to mitigate these risks by actively monitoring exposures and obtaining collateral as deemed appropriate.
−Removed: Included in receivable from brokers, dealers and clearing organizations as of December 31, 2021 are receivables f rom four major U.S.
+Added: Included in receivable from brokers, dealers and clearing organizations as of December 31, 2022 are receivables f rom 5 major U.S.
broker-dealers totaling approximately $ 100.7 million.
7 unchanged sentences
international equities business carried on by Oppenheimer Europe Ltd.
−Removed: through Global Prime Partners, Ltd.
+Added: through Global Prime Partners, Ltd, a global clearing financial institution located in United Kingdom.
The clearing organizations have the right to charge the Company for losses that result from a client's failure to fulfill its contractual obligations.
23 unchanged sentences
See note 2 for further details.
+Added: On December 20, 2022, OHAA’s stockholders approved an amendment to its certificate of incorporation that was filed with the Delaware Secretary of State on December 22, 2022 which extends the deadline by which it must complete its initial business combination from April 29, 2023 to October 30, 2023.
+Added: In connection with its proposal to amend its certificate of incorporation, OHAA was required to give its Class A stockholders the opportunity to redeem their shares of Class A common stock.
+Added: Of the 12,650,000 shares of Class A common stock that were outstanding, a total of 10,170,490 shares exercised their redemption rights.
+Added: As of December 31, 2022, $ 25.5 million remained in the trust account that is recorded within “Restricted Cash” on the consolidated balance sheet.
The following table sets forth the total assets and liabilities of VIE's consolidated on our consolidated balance sheet:
32 unchanged sentences
5.50 % Senior Secured Notes
+Added: 10/1/2025 $ 114,050 $ 125,000
Unamortized Debt Issuance Cost ( 616 ) ( 926 )
13 unchanged sentences
The remaining $ 1.2 million was capitalized and is amortized over the term of the Notes.
+Added: The Company has repurchased and may continue to seek to repurchase its Notes from time to time through, as applicable, tender offers, open market purchases, privately negotiated transactions or otherwise.
+Added: Such repurchases, if any, will depend on a number of factors, including, but not limited to, the Company’s priorities for the use of cash, price, market and economic conditions, its liquidity requirements, and legal and contractual restrictions.
+Added: As of December 31, 2022, the Company repurchased and cancelled $ 10.95 million aggregate principal amount of its Notes in the open market.
+Added: As of December 31, 2022, $ 114.05 million aggregate principal amount of the Notes remain outstanding.
The Indenture governing the Notes contains covenants which place restrictions on the incurrence of indebtedness, the payment of dividends, the repurchase of equity, the sale of assets, the issuance of guarantees, mergers and acquisitions and the granting of liens.
10 unchanged sentences
or make other transfers;
−Removed: • limitation on future Subsidiary Guarantors, which prohibits certain of the Parent’s subsidiaries from
−Removed: guaranteeing its indebtedness or indebtedness of any restricted subsidiary unless the Notes are comparably
+Added: • limitation on future Subsidiary Guarantors (as hereinafter defined), which prohibits certain of the Parent’s
+Added: subsidiaries from guaranteeing its indebtedness or indebtedness of any restricted subsidiary unless the Notes
+Added: are comparably guaranteed;
• limitation on transactions with shareholders and affiliates, which generally requires transactions among
5 unchanged sentences
The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
−Removed: As of December 31, 2021, the Parent was in compliance with all of its covenants.
+Added: As of December 31, 2022, we believe that the Parent was in compliance with all of its covenants.
The Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by the Subsidiary Guarantors and future subsidiaries are required to guarantee the Notes pursuant to the indenture.
The Notes are secured by a first-priority security interest in substantially all of the Parent’s and the Subsidiary Guarantors’ existing and future tangible and intangible assets, subject to certain exceptions and permitted liens.
−Removed: Interest expense on the Notes for the year ended December 31, 2021 was $ 6.9 million ($ 1.9 million for the year ended December 31, 2020).
−Removed: Interest paid on the Notes for the year ended December 31, 2021 was $ 7.0 million ($ 0 for 2020).
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
+Added: Interest expense on the Notes for the year ended December 31, 2022 was $ 6.8 million ($ 6.9 million for the year ended December 31, 2021).
+Added: Interest paid on the Notes for the year ended December 31, 2022 was $ 6.7 million ($ 7.0 million for the year ended December 31, 2021).
6.75 % Senior Secured Notes (the "Old Notes")
6 unchanged sentences
On August 28, 2020, the Parent issued a conditional notice of redemption to redeem the entire $ 150.0 million aggregate principal amount of the outstanding Old Notes on September 28, 2020 (the “Redemption Date”).
−Removed: The Company held $ 1.4 million in treasury for a net outstanding amount of $ 148.6 million.
−Removed: The redemption was conditioned upon the consummation of a financing sufficient to provide funds to deposit with the Trustee to redeem the Old Notes.
−Removed: On September 22, 2020, the Parent issued a notice to satisfy and discharge all of its obligations under the indenture governing the Old Notes (the "Old Notes Indenture").
−Removed: In connection therewith, on September 22, 2020, the Parent deposited with the Trustee for the Old Notes funds sufficient to redeem all outstanding Old Notes on the Redemption Date and instructed the Trustee to apply such funds to redeem the Old Notes on the Redemption Date.
−Removed: The redemption payment deposit was an amount equal to the redemption price of 101.6875 % of the aggregate principal amount of the Old Notes, which includes a call premium of $ 2.5 million plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
−Removed: In addition, the Parent wrote off unamortized debt issuance costs of $ 341,200 .
On September 28, 2020, the Old Notes were fully redeemed.
−Removed: In connection with the satisfaction and discharge of the Old Notes Indenture, all of the obligations of the Parent and the Subsidiary Guarantors (other than certain customary provisions of the Old Notes Indenture, including those relating to the compensation and indemnification of the Trustee, that expressly survive pursuant to the terms of the Old Notes Indenture) were discharged and the guarantees of the Subsidiary Guarantors and the liens on the collateral securing the Old Notes were released.
−Removed: Interest expense on the Old Notes for the year ended December 31, 2020 was $ 7.4 million ($ 12.3 million in 2019).
−Removed: Interest paid on the Old Notes for the year ended December 31, 2020 was $ 7.4 million.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: Share capital
−Removed: The Company's authorized share capital consists of (a) 50,000,000 shares of Preferred Stock, par value $ 0.001 per share;
+Added: Interest expense and interest paid on the Old Notes for the year ended December 31, 2020 was $ 7.4 million.
+Added: Stockholders' Equity
+Added: The Company's authorized shares consists of (a) 50,000,000 shares of Preferred Stock, par value $ 0.001 per share;
(b) 50,000,000 shares of Class A Stock, par value $ 0.001 per share;
11 unchanged sentences
This authorization supplemented the 98,625 shares that remained authorized and available under the Company's previous share repurchase program for a total of 628,625 shares authorized and available for repurchase at May 15, 2020.
+Added: On February 28, 2022, the Company announced that its Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 518,000 shares of the Company's Class A Stock, representing approximately 4.2 % of its 12,322,073 then issued and outstanding shares of Class A Stock.
+Added: This authorization supplemented the 12,407 shares that
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: remained authorized and available under the Company's previous share repurchase program for a total of 530,407 shares authorized and available for repurchase at February 28, 2022.
+Added: On May 24, 2022, the Company announced that its Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 550,000 shares of the Company's Class A Stock, representing approximately 4.6 % of its 11,863,559 then issued and outstanding shares of Class A Stock.
+Added: This authorization supplemented the 71,893 shares that remained authorized and available under the Company's previous share repurchase program for a total of 621,893 shares authorized and available for repurchase at May 24, 2022.
+Added: On July 29, 2022, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 536,500 shares of the Company's Class A Stock, representing approximately 4.8 % of its 11,251,930 then issued and outstanding shares of Class A Stock.
+Added: This authorization supplemented the 4,278 shares that remained authorized and available under the Company's previous share repurchase program for a total of 540,778 shares authorized.
+Added: On December 13, 2022, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 543,000 shares of the Company's Class A Stock, representing approximately 5.0 % of its 10,867,660 then issued and outstanding shares of Class A Stock.
+Added: This authorization supplemented the 144,034 shares that remained authorized and available under the Company's previous share repurchase program for a total of 687,034 shares authorized.
During the year ended December 31, 2022, the Company purchased and canceled an aggregate of 1,684,287 ( 15 %) shares of Class A Stock for a total consideration of $ 60.6 million ($ 36.00 per share).
−Removed: As of December 31, 2021, 223,821 shares remained available to be purchased under this program.
+Added: As of December 31, 2022, 687,034 shares remained available to be purchased under its share repurchase program.
During the year ended December 31, 2021, the Company purchased and canceled an aggregate of 177,192 shares of Class A Stock for a total consideration of $ 7.7 million ($ 43.67 per share).
As of December 31, 2021, 223,821 shares remained available to be purchased under the share repurchase program.
−Removed: Any such share purchases will be made by the Company from time to time in the open market at the prevailing open market price using cash on hand, in compliance with the applicable rules and regulations of the New York Stock Exchange and federal and state securities laws and the terms of the Company's Notes.
+Added: Share purchases will be made by the Company from time to time in the open market at the prevailing open market price using cash on hand, in compliance with the applicable rules and regulations of the New York Stock Exchange and federal and state securities laws and the terms of the Company's Notes.
All shares purchased will be canceled.
3 unchanged sentences
Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
−Removed: The Company paid cash dividends of $ 1.54 per share in 2021 to holders of Class A and Class B Stock which includes a special cash dividend of $ 1.00 per share paid on December 31, 2021 in the aggregate amount of $ 12.6 million.
+Added: The Company paid cash dividends of $ 0.60 per share in 2022 to holders of Class A and Class B Stock, in the aggregate amount of 7.0 million.
In 2021, the Company paid cash dividends of $ 1.54 per share which includes a special cash dividend of $ 1.00 per share paid on December 31, 2021 in the aggregate amount of $ 19.4 million.
−Removed: The Company paid cash dividends of $ 0.46 per share in 2019.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
+Added: The Company paid cash dividends of $ 1.48 per share in 2020 in the aggregate amount of 18.6 million.
Earnings per share
1 unchanged sentence
Diluted earnings per share includes the weighted average number of shares of Class A Stock and Class B Stock outstanding and options to purchase Class A Stock and unvested restricted stock awards of Class A Stock using the treasury stock method.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Earnings per share have been calculated as follows:
3 unchanged sentences
Basic weighted average number of shares outstanding 11,666,194 12,642,306 12,642,576
−Removed: Net dilutive effect of share-based awards, treasury method (1)
+Added: Net dilutive effect of share-based awards, treasury stock method (1)
941,558 940,522 574,759
Diluted weighted average number of shares outstanding 12,607,752 13,582,828 13,217,335
−Removed: Net income $ 158,964 $ 122,986 $ 52,953
−Removed: Earnings per share
+Added: Net income attributable to Oppenheimer Holdings Inc.
+Added: $ 32,351 $ 158,964 $ 122,986
+Added: Earnings per share attributable to Oppenheimer Holdings Inc.
Basic $ 2.77 $ 12.57 $ 9.73
Diluted $ 2.57 $ 11.70 $ 9.30
+Added: (1) For the year ended December 31, 2022, the diluted net income per share computation did not include the anti-dilutive effect of 4,100 shares of Class A Stock granted under share-based compensation arrangements.
For the year ended December 31, 2021, there was no Class A Stock granted under share-based compensation arrangements that were anti-dilutive.
−Removed: For the years ended December 31, 2020 and 2019, the diluted net income per share computation did not include the anti-dilutive effect of 10,770 and 7,628 shares of Class A Stock granted under share-based compensation arrangements, respectively.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: Income tax expenses (benefits) shown in the consolidated income statements are reconciled to amounts of tax that would have been payable (recoverable) from the application of the federal tax rate to pre-tax profit, as follows:
+Added: For the year ended December 31, 2020, the diluted net income per share computation did not include the anti-dilutive effect of 10,770 shares of Class A Stock granted under share-based compensation arrangements.
+Added: Income tax expenses shown in the consolidated income statements are reconciled to amounts of tax that would have been payable from the application of the federal tax rate to pre-tax profit, as follows:
(Expressed in thousands)
15 unchanged sentences
Total income taxes $ 13,444 29.5 % $ 65,677 29.2 % $ 46,014 27.2 %
−Removed: Income tax expenses (benefits) included in the consolidated income statements represent the following:
+Added: Income tax expenses included in the consolidated income statements represent the following:
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
(Expressed in thousands)
10 unchanged sentences
Total $ 13,444 $ 65,677 $ 46,014
−Removed: Pre-tax loss with respect to non-U.S.
−Removed: operations was $ 1.2 million for the years ended December 31, 2021.
Pre-tax income with respect to non-U.S.
−Removed: operation was $ 1.5 million for the year ended December 31, 2020).
+Added: operations was $ 7.7 million for the year ended December 31, 2022.
(Pre-tax loss with respect to non-U.S.
+Added: operation was $ 1.2 million for the year ended December 31, 2021).
+Added: Pre-tax income with respect to non-U.S.
operations was $ 1.5 million for the year ended December 31, 2020.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The effective income tax rate for the year ended December 31, 2022 was 29.5 % compared with 29.2 % for the year ended December 31, 2021.
−Removed: The higher tax rate in the current year was primarily due to an increase in apportionment factors in state and local jurisdictions with higher statutory tax rates.
+Added: The higher tax rate in the 2022 year was primarily due to the impact of unfavorable permanent items.
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when such differences are expected to reverse.
22 unchanged sentences
Deferred tax liabilities, net $ ( 29,804 ) $ ( 44,016 )
−Removed: The Company had deferred tax assets at December 31, 2021 of $ 3.2 million arising from net operating losses incurred by Oppenheimer Israel (OPCO) Ltd.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: The Company recognized deferred tax assets of $ 2.4 million at December 31, 2022 within other assets arising from net operating losses incurred by Oppenheimer Israel (OPCO) Ltd.
The Company believes that realization of the deferred tax assets is more likely than not based on expectations of future taxable income in Israel.
These net operating losses carry forward indefinitely and are not subject to expiration, provided that these subsidiaries and their underlying businesses continue operating normally (as is anticipated).
−Removed: As of December 31, 2021, the Company had deferred tax assets of $ 3.5 million arising from net operating losses incurred by Oppenheimer Europe Ltd and had recorded full valuation allowances as the Company believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the future.
+Added: As of December 31, 2022, the Company had deferred tax assets of $ 5.4 million arising from net operating losses incurred by Oppenheimer Europe Ltd and had recorded full valuation allowances, although the net operating losses carry forward indefinitely, the Company believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the future.
+Added: The net change during the year in the total valuation allowance is $ 1 million.
Goodwill arising from the acquisitions of Josephthal Group Inc.
1 unchanged sentence
The difference between book and tax is recorded as a deferred tax liability.
−Removed: The Company or one or more of its subsidiaries files income tax returns in the U.S.
+Added: The Company and one or more of its subsidiaries files income tax returns in the U.S.
federal jurisdiction and in various states and foreign jurisdictions.
1 unchanged sentence
federal jurisdiction.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The Company has unrecognized tax benefits of $ 0.7 million, $ 0.3 million and $ 0.2 million as of December 31, 2022, 2021 and 2020, respectively (as shown on the table below).
Included in the balance of unrecognized tax benefits as of December 31, 2022 and 2021 were $ 847,000 and $ 271,000 , respectively, of tax benefits for either year that, if recognized, would affect the effective tax rate.
−Removed: During the year ended December 31, 2021, the Company released $ 0.2 million in unrecognized tax benefits and added $ 0.3 million related to state and local tax matters.
+Added: During the year ended December 31, 2022, the Company added $ 0.7 million related to state and local tax matters.
The Company does not believe any unrecognized tax benefit will significantly increase or decrease within twelve months.
4 unchanged sentences
Additions for tax positions of prior years 729 343 212
−Removed: Lapse in statute of limitations — — —
Settlements with taxing authorities — ( 212 ) ( 1,079 )
1 unchanged sentence
In its consolidated income statements, the Company records interest and penalties accruing on unrecognized tax benefits in pre-tax income as interest expense and other expense, respectively.
−Removed: For the year ended December 31, 2021, 2020 and 2019 , the Company released tax-related interest expense of $ 164,000 , $ 227,000 and $ 87,000 , respectively, in its consolidat ed income statement.
+Added: For the year ended December 31, 2022, the Company added tax-related interest expense of $ 173,000 , and for the years ended December 2021 and 2020 , the Company released tax-related interest expense of $ 164,000 and $ 227,000 , respectively, in its consolidat ed income statement.
As of December 31, 2022 and 2021, the Company had an income tax-related interest payable o f $ 214,000 and $ 41,000 , respectively, on its consolidated balance sheets.
7 unchanged sentences
2014 Incentive Plan (the "OIP").
−Removed: Pursuant to the OIP, the Compensation Committee of the Board of Directors of the Company (the "Committee") is permitted to grant options to purchase Class A Stock ("stock options"), Class A Stock awards and restricted Class A Stock (collectively "restricted stock awards") to or for the benefit of employees and non-employee directors of the Company and its subsidiaries as part of their compensation.
−Removed: Stock o ptions are generally granted for a five -year term and generally vest at the rate of 25 % of the amount granted on the second anniversary of the grant, 25 % on the third anniversary of the grant, 25 % on the fourth anniversary of the grant and 25 % six months before expiration.
+Added: Pursuant to the OIP, the Compensation Committee of the Board of Directors of the Company (the "Committee") is permitted to grant options to purchase Class A Stock ("stock options"), Class A Stock awards and restricted Class A Stock (collectively "restricted stock
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: awards") to or for the benefit of employees and non-employee directors of the Company and its subsidiaries as part of their compensation.
+Added: Stock o ptions are generally granted for a five-year term and generally vest at the rate of 25 % of the amount granted on the second anniversary of the grant, 25 % on the third anniversary of the grant, 25 % on the fourth anniversary of the grant and 25 % on the six months before expiration.
Restricted stock awards are generally awarded for a three or five year term and fully vest at the end of the term.
5 unchanged sentences
The OARs vest five years from grant date and settle in cash at vesting.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Restricted stock - The Company has granted restricted stock awards pursuant to the OIP.
2 unchanged sentences
Restricted Stock Awards Weighted
−Removed: Value Weighted Average Remaining
+Added: Value Per Share Weighted Average Remaining
Nonvested at beginning of year 1,542,716 $ 26.59 2.2 years
18 unchanged sentences
The following table summarizes the status of the Company's outstanding OARs awards as of December 31, 2022:
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Grant Date Number of
8 unchanged sentences
Total weighted average values $ 33.58 3.0 years $ 15.68
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The fair value as of December 31, 2022 for each of the OARs was estimated using the Black-Scholes model with the following assumptions:
14 unchanged sentences
(4) Quarterly dividends were used to compute the expected annual dividend yield.
−Removed: As of December 31, 2021, 2,458,646 of outstanding OARs were unvested and none were vested.
+Added: As of December 31, 2022, 2,648,512 of outstanding OARs were unvested.
As of December 31, 2022, the aggregate intrinsic value of OARs outstanding was $ 27.7 million.
14 unchanged sentences
The Company maintains an Executive Deferred Compensation Plan ("EDCP") and a Deferred Incentive Plan ("DIP") in order to offer certain qualified high-performing financial advisors a bonus based upon a formula reflecting years of service, production, net commissions and a valuation of their clients' assets.
−Removed: The bonus amounts resulted in deferrals for fiscal 2021 of $ 12.8 million ($ 10.0 million in 2020 and $ 9.3 million in 2019).
+Added: The bonus amounts resulted in deferrals for fiscal 2022 of
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: $ 11.1 million ($ 12.8 million in 2021 and $ 10.0 million in 2020).
These deferrals normally vest after five years .
3 unchanged sentences
The EDCP liability is being tracked against the value of a benchmark investment portfolio held for this purpose.
−Removed: As of December 31, 2021, the Company's liability with respect to the EDCP and DIP totaled $ 56.1 million and is included in accrued compensation on the consolidated balance sheet as of December 31, 2021.
+Added: As of December 31, 2022, the Company's liability with respect to the EDCP, DIP and CMDP totaled $ 53.6 million and is included in accrued compensation on the consolidated balance sheet as of December 31, 2022.
In addition, the Company is maintaining a deferred compensation plan on behalf of certain employees who were formerly employed by CIBC World Markets.
1 unchanged sentence
As of December 31, 2022, the Company's liability with respect to this plan totaled $ 16.8 million.
−Removed: The total amount expensed in 2021 for the Company's deferred compensation plans was $ 18.4 million ($ 18.1 million in 2020 and $ 19.4 million in 2019)
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
On December 15, 2021, the Company adopted the Oppenheimer & Co.
10 unchanged sentences
Eligibility for Elective Deferral Credits begins in 2023 for elections made by December 31, 2021.
+Added: The total amount expensed in 2022 for the Company's deferred compensation plans was $ 5.3 million ($ 18.4 million in 2021 and $ 18.1 million in 2020).
Commitments and contingencies
7 unchanged sentences
The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company's business, which may result in expenses, adverse judgments, settlements, fines, penalties, injunctions or other relief.
−Removed: The investigations include inquiries from the Securities and Exchange Commission (the "SEC"), the Financial Industry Regulatory Authority ("FINRA") and various state regulators.
−Removed: The Company accrues for estimated loss contingencies related to legal and regulatory matters when available information indicates that it is probable a liability had been incurred and the Company can reasonably estimate the amount of that loss.
+Added: The investigations include inquiries from the SEC, the Financial Industry Regulatory Authority ("FINRA") and various state regulators.
+Added: The Company accrues for estimated loss contingencies related to legal and regulatory matters within Other Expenses in the consolidated income statement when available information indicates that it is probable a liability had been incurred and the Company can reasonably estimate the amount of that loss.
In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss.
−Removed: In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses or range of additional losses.
+Added: In addition, even where a loss is possible or
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses or range of additional losses.
For certain legal and regulatory proceedings, the Company cannot reasonably estimate such losses, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial, indeterminate or special damages.
1 unchanged sentence
Even after lengthy review and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of loss.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
For certain other legal and regulatory proceedings, the Company can estimate possible losses, or range of loss in excess of amounts accrued, but does not believe, based on current knowledge and after consultation with counsel, that such losses individually, or in the aggregate, will have a material adverse effect on the Company's consolidated financial statements as a whole.
−Removed: For legal and regulatory proceedings where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of $ 0 to $ 30.0 million.
+Added: For legal and regulatory proceedings where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of up to $ 40 million.
This estimated aggregate range is based upon currently available information for those legal proceedings in which the Company is involved, where the Company can make an estimate for such losses.
2 unchanged sentences
Accordingly, the Company's estimate will change from time to time, and actual losses may be more than the current estimate.
−Removed: On August 31, 2021, a complaint in a class action entitled 6694 Dawson Blvd, LLC, Individually and on Behalf of a Class of Similarly Situated Persons v.
−Removed: Oppenheimer & Co.
−Removed: Inc., James Wallace Woods, Michael J.
−Removed: Mooney, Britt Wright, William V.
−Removed: Conn, Jr., Conn & Co.
−Removed: Tax Practice, LLC, Conn & Company Consulting, LLC and Kathleen Lloyd, was filed in the U.S.
−Removed: District Court for the Northern District of Georgia.
−Removed: Plaintiff purports to represent a class of investors in Horizon Private Equity, III, LLC (“Horizon”).
−Removed: Horizon is alleged to be a fraudulent scheme and plaintiff is seeking unspecified damages sounding in violations of the Georgia RICO statute, breach of fiduciary duty, procurement of breach of fiduciary duty, negligent misrepresentation, aiding and abetting fraud, unjust enrichment, punitive damages and attorneys’ fees.
−Removed: Plaintiff does not allege Oppenheimer received any of the funds invested in Horizon, rather that Oppenheimer’s failure to properly supervise its employees allowed the alleged scheme to occur and continue.
−Removed: Oppenheimer believes the claims to be without merit and intends to vigorously defend itself against the claims made in this action.
−Removed: In addition to the class action described in the preceding paragraph Oppenheimer has also been named as a respondent in thirteen arbitrations, many containing multiple claimants, each filed before FINRA, relating to investments made by former Oppenheimer clients who invested in Horizon.
−Removed: Claimants allege many of the causes of action alleged in the class action described in the preceding paragraph.
−Removed: The arbitrations claiming specific monetary damages allege damages of approximately $ 25.0 million in the aggregate while others claim unspecified damages.
+Added: Beginning on or about August 31, 2021, Oppenheimer has been named as a respondent in thirty-seven arbitrations, many containing multiple claimants, each filed before FINRA, relating to those claimants’ purported investment in Horizon Private Equity, III, LLC (“Horizon”).
+Added: Horizon is alleged to be a fraudulent scheme involving, among others, a former Oppenheimer employee John Woods.
+Added: John Woods left Oppenheimer’s employ in 2016 and Oppenheimer never received a complaint or question from any of the investors prior to the Securities and Exchange Commission (“SEC”) bringing a complaint against Woods and his co-conspirators in 2021.
+Added: Each investor signed a document acknowledging that Horizon was not an approved Oppenheimer product.
+Added: Over a protracted period of time, Woods made multiple false statements to Oppenheimer, to regulators and to a state court.
+Added: The claimants are seeking damages based on a number of legal theories, including, without limitation, violations of various state and federal statutes, breach of fiduciary duty, procurement of breach of fiduciary duty, negligent misrepresentation, aiding and abetting fraud, and unjust enrichment.
+Added: Claimants do not allege Oppenheimer received any of the funds invested in Horizon, but rather that Oppenheimer’s purported failure to properly supervise its employees allowed the alleged scheme to occur and continue.
+Added: The twenty-six arbitrations still pending claim specific monetary damages allege losses of approximately $ 36.4 million in the aggregate while a few others claim unspecified damages.
Oppenheimer believes these claims to be without merit and intends to defend itself vigorously against these claims.
+Added: As previously reported Oppenheimer’s motion to vacate the arbitration award in Donald Robinson, Timothy and Sharon Padden, Rhett Rainey, Kelly A.
+Added: Rainey Trust, Toucan Holdings LP, Robert Goodman, Robert Daniel Burgner, Individually and as Trustee of the Burgner Family Charitable Remainder Trust, Douglas Kasemeier, Wesley Callaway, and Billy Loveless v.
+Added: Oppenheimer & Co.
+Added: (the “Robinson Arbitration”) was denied on January 30, 2023.
+Added: Oppenheimer has settled, or settled in principle, eleven of the Horizon related arbitrations, including the Robinson Arbitration,with approximately forty-one individual complainants.
+Added: The aggregate settlement payments for those eleven arbitrations total approximately $48.6 million.
+Added: On June 30, 2022, the Company received a "Wells Notice" from the SEC requesting that Oppenheimer make a written submission to the SEC to explain why Oppenheimer should not be charged with violations of Section 15c2-12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 in relation to its sales of municipal notes pursuant to an exemption from continuing disclosure contained in Rule 15c2-12.
+Added: On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Exchange Act and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 for not having fully complied with the exemption from the continuing disclosure obligations under Rule 15c2-12.
+Added: The SEC asked the Court to enter an order enjoining Oppenheimer from violating the above referenced rules and requiring it to disgorge
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: approximately $ 1.9 million plus interest.
+Added: The Company believes such claim to be without merit and intends to vigorously defend itself against such claim.
Regulatory requirements
6 unchanged sentences
As of December 31, 2022, Freedom had net capital of $ 4.4 million, which was $ 4.3 million in excess of the $ 100,000 required to be maintained at that date.
−Removed: As of December 31, 2021, the capital required and held under the Capital Requirements Directive ("CRD IV") for Oppenheimer Europe Ltd.
+Added: As of December 31, 2022, the capital required and held under FCA's Investment Firms' Prudential Regime ("IFPR") for Oppenheimer Europe Ltd.
was as follows:
2 unchanged sentences
• Total Capital ratio 209.0 % (required 100.0 %).
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: In December 2017, Oppenheimer Europe Ltd.
−Removed: received approval from the Financial Conduct Authority ("FCA") for a variation of permission to remove the limitation of "matched principal business" from the firm's scope of permitted businesses and become a "Full-Scope Prudential Sourcebook for Investment Firms (IFPRU) €730K" firm which was effective January 2018.
−Removed: In addition to the capital requirement under CRV IV above, Oppenheimer Europe Ltd.
−Removed: is required to maintain a minimum capital of EUR 730,000 .
+Added: Effective January 2022, IFPR changed its minimum capital requirement, which is now sterling 750,000 (previously it was Euro 730,000 ).
+Added: Capital ratios are now expressed differently, but are effectively unchanged when comparing performance to required regulatory minimums.
As of December 31, 2022, Oppenheimer Europe Ltd.
−Removed: is in compliance with its regulatory requirements.
+Added: was in compliance with its regulatory requirements.
As of December 31, 2022, the regulatory capital of Oppenheimer Investments Asia Limited was $ 4.9 million, which was $ 4.5 million in excess of the $ 383,963 required to be maintained on that date.
10 unchanged sentences
At each annual intangible assets impairment testing date, the trademarks and trade names had a fair value that was substantially in excess of their carrying value.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Segment information
9 unchanged sentences
Costs associated with these groups are separately reported in a Corporate/Other category and primarily include compensation and benefits.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The table below presents information about the reported revenue and pre-tax income (loss) of the Company for the years ended December 31, 2022, 2021 and 2020.
33 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.