2 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
−Removed: (Expressed in thousands, except number of shares and per share amounts) September 30, 2022 December 31, 2021 (1)
+Added: (Expressed in thousands, except number of shares and per share amounts) March 31, 2023 December 31, 2022
Cash and cash equivalents $ 30,320 $ 112,433
4 unchanged sentences
1,054,316 1,202,764
−Removed: Securities purchased under agreements to resell — 935
+Added: Income tax receivable 5,374 —
Securities owned, including amounts pledged of $ 337,810 ($ 175,724 in 2022), at fair value
31 unchanged sentences
shares issued and outstanding:
−Removed: 10,874,990 and 12,447,036 as of September 30, 2022 and December 31, 2021, respectively
+Added: 10,975,723 and 10,868,556 as of March 31, 2023 and December 31, 2022, respectively
shares authorized, issued and outstanding:
−Removed: 99,665 as of September 30, 2022 and December 31, 2021
+Added: 99,665 as of March 31, 2023 and December 31, 2022
Additional paid-in capital 22,374 28,628
6 unchanged sentences
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity $ 2,920,207 $ 2,714,392
−Removed: (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 condensed consolidated financial statements.
2 unchanged sentences
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: September 30,
(Expressed in thousands, except number of shares and per share amounts) 2023 2022
31 unchanged sentences
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: September 30,
(Expressed in thousands) 2023 2022
Net income $ 14,464 $ 9,778
−Removed: Other comprehensive income (loss), net of tax
+Added: Other comprehensive income, net of tax
Currency translation adjustment ( 497 ) ( 614 )
7 unchanged sentences
For the Three Months Ended
−Removed: September 30 (1) ,
−Removed: For the Nine Months Ended
−Removed: September 30 (1) ,
(Expressed in thousands, except per share amount) 2023 2022 (1)
10 unchanged sentences
Vested employee share plan awards ( 11,319 ) ( 4,595 )
+Added: Change in redemption value of redeemable non-controlling interests ( 29 ) —
Balance at end of period 22,374 62,445
1 unchanged sentence
Balance at beginning of period 764,178 740,926
−Removed: Repurchase of Class A non-voting common stock for cancellation ( 1,781 ) — ( 1,781 ) —
Net income (2)
−Removed: 4,520 26,250 9,938 96,067
Dividends paid ( 1,674 ) ( 1,895 )
8 unchanged sentences
Balance at beginning of period 722 2,069
−Removed: Capital distribution to noncontrolling interest ( 21 ) — ( 21 ) —
Net income (loss) attributable to noncontrolling interest ( 153 ) 486
+Added: Change in redemption value of redeemable non-controlling interests ( 136 ) —
Balance at end of period 433 2,555
2 unchanged sentences
Balance at beginning of period 25,466 127,765
−Removed: Contributions during the year — — — —
+Added: Redemption of redeemable noncontrolling interests ( 74 ) —
+Added: Change in redemption value of redeemable noncontrolling interests 165 —
Balance at end of period $ 25,557 $ 127,765
5 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
−Removed: FOR THE NINE MONTHS ENDED SEPTEMBER 30,
+Added: FOR THE THREE MONTHS ENDED MARCH 31,
(Expressed in thousands) 2023 2022
1 unchanged sentence
Net income $ 14,464 $ 9,778
−Removed: Adjustments to reconcile net income to net cash (used in)/provided by operating activities
+Added: Adjustments to reconcile net income to net cash used in operating activities
Non-cash items included in net income:
3 unchanged sentences
Amortization of debt issuance costs 56 63
−Removed: Provision for credit losses 61 3,030
+Added: Write-off of debt issuance costs 5 —
+Added: Provision for (reversal of) credit losses ( 4 ) 5
Share-based compensation 2,000 2,910
Amortization of right-of-use lease assets 6,843 6,570
+Added: Gain on repurchase of senior secured notes ( 51 ) —
Decrease (increase) in operating assets:
2 unchanged sentences
Receivable from customers 148,452 ( 39,860 )
+Added: Income tax receivable ( 5,374 ) —
Securities purchased under agreements to resell — 935
9 unchanged sentences
Accrued compensation ( 81,859 ) ( 226,483 )
+Added: Income tax payable 102 ( 378 )
Accounts payable and other liabilities ( 40,403 ) 15,106
−Removed: Cash provided by/(used in) operating activities ( 83,104 ) 135,188
+Added: Cash used in operating activities ( 86,123 ) ( 152,146 )
Cash flows from investing activities
1 unchanged sentence
Proceeds from the settlement of Company-owned life insurance 555 —
−Removed: Cash provided by/(used in) investing activities ( 10,436 ) ( 5,512 )
+Added: Cash used in investing activities ( 2,976 ) ( 2,490 )
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock ( 1,674 ) ( 1,895 )
−Removed: Issuance of Class A non-voting common stock 65 58
Repurchase of Class A non-voting common stock for cancellation ( 3,687 ) ( 16,158 )
Payments for employee taxes withheld related to vested share-based awards ( 5,832 ) ( 2,251 )
−Removed: Distribution to noncontrolling interests ( 21 ) —
−Removed: Debt issuance costs — ( 22 )
−Removed: Decrease in bank call loans, net ( 15,900 ) ( 9,700 )
+Added: Redemption of redeemable noncontrolling interests ( 74 ) —
+Added: Repurchase of senior secured notes ( 1,000 ) —
+Added: Increase in bank call loans, net 19,300 8,650
Cash provided by/(used in) financing activities 7,033 ( 11,654 )
−Removed: Net (decrease)/increase in cash, cash equivalents and restricted cash ( 176,666 ) 105,395
+Added: Net decrease in cash, cash equivalents and restricted cash ( 82,066 ) ( 166,290 )
Cash, cash equivalents and restricted cash, beginning of period 137,967 341,524
16 unchanged sentences
Oppenheimer Holdings Inc., through its operating subsidiaries, is a leading middle market investment bank and full service broker-dealer that is engaged in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (corporate and public finance), equity and fixed income research, market-making, trust services, and investment advisory and asset management services.
−Removed: The Company is headquartered in New York and has 91 retail branch offices in the United States and institutional businesses located in London, Tel Aviv, and Hong Kong.
+Added: The Company is headquartered in New York and has 92 retail branch offices in 25 states located throughout the United States and offices in Puerto Rico, Tel Aviv, Israel, Hong Kong, China, London, England, St.
+Added: Helier, Isle of Jersey, Munich, Germany, Portugal and Geneva, Switzerland as well as institutional businesses located in London, Tel Aviv, and Hong Kong.
The principal subsidiaries of OPY are Oppenheimer & Co.
3 unchanged sentences
Oppenheimer Trust Company of Delaware ("Oppenheimer Trust"), a limited purpose trust company that provides fiduciary services such as trust and estate administration and investment management;
−Removed: 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;
−Removed: 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.
−Removed: Oppenheimer owns Freedom Investments, Inc.
−Removed: ("Freedom"), a registered broker dealer in securities, which provides discount brokerage services, and Oppenheimer Israel (OPCO) Ltd., which is engaged in offering investment services in the State of Israel.
−Removed: Oppenheimer holds a trading permit on the New York Stock Exchange.
+Added: OPY Credit Corp., which from time to time may offer syndication as well as trading of issued corporate loans;
+Added: Oppenheimer Europe Ltd., based in the United Kingdom, with offices in the Isle of Jersey, Portugal, Germany, and Switzerland, which provides institutional equities and fixed income brokerage and corporate finance and is regulated by the Financial Conduct Authority;
+Added: 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
9 unchanged sentences
Although these estimates are based on management's knowledge of current events and actions that the Company may undertake in the future, actual results may differ materially from the estimates.
−Removed: The condensed consolidated results of operations for the three-month and nine-month periods ended September 30, 2022 are not necessarily indicative of the results to be expected for any future interim or annual period.
+Added: The condensed consolidated results of operations for the three-month period ended March 31, 2023 are not necessarily indicative of the results to be expected for any future interim or annual period.
Reclassification
5 unchanged sentences
Oppenheimer Acquisition Corp.
−Removed: On October 26, 2021, Oppenheimer 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 in 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”).
−Removed: The cash held in the trust account is recorded in “Restricted Cash” on the condensed consolidated balance sheet.
−Removed: Transaction costs, which consisted of a net underwriting fee of $ 2.5 million and $ 0.5 million of other offering costs, were charged during the fourth quarter of 2021 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 September 30, 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”.
+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.
+Added: The cash held in the trust account is recorded in “Restricted Cash” on the consolidated balance sheet.
+Added: 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.
+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 March 31, 2023, $ 25.6 million remained in the trust account that is recorded within “Restricted Cash” on the condensed consolidated balance sheet.
+Added: “Redeemable noncontrolling interests” of $ 25.6 million associated with the publicly held OHAA Class A ordinary shares are recorded on the Company’s condensed consolidated balance sheet as of March 31, 2023 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.
−Removed: Increases or decreases in the carrying amount of redeemable noncontrolling interests shall be affected by charges to additional paid-in-capital and noncontrolling interests attributable to certain members of the Sponsor on a pro rata ownership basis.
+Added: Increases or decreases in the carrying amount of redeemable noncontrolling interests will be affected by charges to additional paid-in-capital and noncontrolling interests attributable to certain members of the Sponsor on a pro rata ownership basis.
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.
4 unchanged sentences
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.
−Removed: 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: Employees who become members of a Series receive a "profit interest", as that term is used in Internal Revenue Service (“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.
Participating employees are also subject to vesting and forfeiture requirements for each Series investment.
−Removed: The Company’s policy is to consolidate those entities where it owns the majority voting interests.
−Removed: 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.
−Removed: Pursuant to the Company’s policy for consolidation, the Company consolidates OPI.
+Added: Vested profit interests are accounted for as compensation expense under FASB Topic ASC 710.
+Added: Additionally, the
OPPENHEIMER HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: Noncontrolling Interests
+Added: 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.
+Added: See Note 10 for details.
Noncontrolling interests represents ownership interests in the Sponsor of OHAA, 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.
Noncontrolling interests also include publicly held warrants to purchase OHAA Class A ordinary shares.
−Removed: Additionally, noncontrolling interests include the profits allocated to employees who have profit interests in OPI's Series.
+Added: For the three months ended March 31, 2023 and March 31, 2022, the net income (loss) attributed to noncontrolling interests was (net of taxes) $ 153,000 and ($ 486,000 ), respectively.
Restricted Cash
5 unchanged sentences
See note 9 for details.
−Removed: As of September 30, 2022, the Company had $ 57.2 million of notes receivable ($ 54.0 million as of December 31, 2021).
+Added: As of March 31, 2023, the Company had $ 63.6 million of notes receivable ($ 57.5 million as of December 31, 2022).
Notes receivable represent recruiting and retention payments generally in the form of upfront loans to financial advisors and key revenue producers as part of the Company's overall growth strategy.
8 unchanged sentences
The expected loss rate is adjusted for changes in market conditions such as changes in unemployment rates, changes in interest rates and other relevant factors.
−Removed: For the three months and nine months ended September 30, 2022, no adjustments were made to the expected loss rates.
+Added: For the three months ended March 31, 2023, no adjustments were made to the expected loss rates.
The Company will continuously monitor the effect of these factors on the expected loss rate and adjust it as necessary.
The allowance is measured on a pool basis as the Company has determined that the entire defaulted portion of notes receivable has similar risk characteristics.
−Removed: As of September 30, 2022, the uncollected balance of defaulted notes was $ 7.7 million and the allowance for uncollectibles was $ 5.2 million.
+Added: As of March 31, 2023, the uncollected balance of defaulted notes was $ 6.1 million and the allowance for uncollectibles was $ 4.1 million.
The allowance for uncollectibles consisted of $ 2.7 million related to defaulted notes balances (five years and older) and $ 1.4 million related to defaulted notes balances (under five years).
1 unchanged sentence
Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: The following table presents the disaggregation of defaulted notes by year of default as of September 30, 2022:
+Added: The following table presents the disaggregation of defaulted notes by year of default as of March 31, 2023:
(Expressed in thousands)
−Removed: As of September 30, 2022
+Added: As of March 31, 2023
2018 and prior 2,639
Total $ 6,138
−Removed: The following table presents activity in the allowance for uncollectibles of defaulted notes for the three and nine months ended
−Removed: September 30, 2022 and 2021:
+Added: The following table presents activity in the allowance for uncollectibles of defaulted notes for the three months ended
+Added: March 31, 2023 and 2022:
(Expressed in thousands)
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: 2022 2021 2022 2021
Beginning balance $ 4,327 $ 4,923
1 unchanged sentence
Ending balance $ 4,051 $ 5,247
−Removed: The Company and its subsidiaries have operating leases for office space and equipment expiring at various dates through 2034.
+Added: The Company has operating leases for office space and equipment expiring at various dates through 2034.
The Company leases its corporate headquarters at 85 Broad Street, New York, New York which houses its executive management team and many administrative functions for the firm as well as its research, trading, investment banking, and asset management divisions and an office in Troy, Michigan, which among other things, houses its payroll and human resources departments.
2 unchanged sentences
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: 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;
6 unchanged sentences
Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: As of September 30, 2022, the Company had right-of-use operating lease assets of $ 148.5 million (net of accumulated amortization of $ 77.5 million) which are comprised of real estate leases of $ 145.6 million (net of accumulated amortization of $ 75.2 million) and equipment leases of $ 2.9 million (net of accumulated amortization of $ 2.3 million).
−Removed: As of September 30, 2022, the Company had operating lease liabilities of $ 189.3 million which are comprised of real estate lease liabilities of $ 186.4 million and equipment lease liabilities of $ 2.9 million.
−Removed: The Company had no finance leases as of September 30, 2022.
+Added: As of March 31, 2023, the Company had right-of-use operating lease assets of $ 152.8 million (net of accumulated amortization of $ 86.9 million) which are comprised of real estate leases of $ 149.7 million (net of accumulated amortization of $ 84.6 million) and equipment leases of $ 3.1 million (net of accumulated amortization of $ 2.3 million).
+Added: As of March 31, 2023, the Company had operating lease liabilities of $ 193.4 million which are comprised of real estate lease liabilities of $ 190.3 million and equipment lease liabilities of $ 3.1 million.
+Added: The Company had no finance leases as of March 31, 2023.
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.
1 unchanged sentence
The Company used the incremental borrowing rate as of the lease commencement date for the operating leases that commenced subsequent to January 1, 2019.
−Removed: The following table presents the weighted average lease term and weighted average discount rate for the Company's operating leases as of September 30, 2022 and December 31, 2021, respectively:
−Removed: September 30, 2022 December 31, 2021
+Added: The following table presents the weighted average lease term and weighted average discount rate for the Company's operating leases as of March 31, 2023 and December 31, 2022, respectively:
+Added: March 31, 2023 December 31, 2022
Weighted average remaining lease term (in years) 6.94 6.82
Weighted average discount rate 7.03 % 6.66 %
−Removed: The following table presents operating lease costs recognized for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, which are included in occupancy and equipment costs on the condensed consolidated income statements:
+Added: The following table presents operating lease costs recognized for the three months ended March 31, 2023 and March 31, 2022, respectively, which are included in occupancy and equipment costs on the condensed consolidated income statements:
(Expressed in thousands)
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Operating lease costs:
3 unchanged sentences
Equipment leases - Interest expense 46 32
−Removed: The maturities of lease liabilities as of September 30, 2022 and December 31, 2021 are as follows:
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: The maturities of lease liabilities as of March 31, 2023 and December 31, 2022 are as follows:
(Expressed in thousands)
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
2023 $ 32,656 $ 42,343
7 unchanged sentences
Present value of lease liabilities $ 193,350 $ 182,570
−Removed: As of September 30, 2022, the Company had $ 30.0 million of additional real estate operating leases that have not yet commenced ($ 16.2 million as of December 31, 2021).
+Added: As of March 31, 2023, the Company had $ 20.3 million of additional real estate operating leases that have not yet commenced ($ 40.2 million as of December 31, 2022).
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
Revenue from contracts with customers
16 unchanged sentences
The Company records a receivable on the trade date and receives a payment on the settlement date.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Mutual Fund Income — The Company earns mutual fund income for sales and distribution of mutual fund shares, which consists of a fixed fee amount and a variable amount.
7 unchanged sentences
Performance fees are recognized when the return on client AUM exceeds a specified benchmark return or as other performance targets over a 12-month measurement period are met.
−Removed: Performance fees are considered variable and they are recognized at a point in time as they are subject to fluctuation and/or are contingent on a future event over the measurement period and are not subject to adjustment once the measurement period ends.
+Added: Performance fees are considered variable and they are recognized at a point in time as they are subject to fluctuation and/or are contingent on a future event over the measurement
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: period and are not subject to adjustment once the measurement period ends.
Such fees are computed as of the fund's year-end when the measurement period ends and generally are recorded as earned in the fourth quarter of the Company's fiscal year.
2 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.
2 unchanged sentences
Revenue from financial advisory services includes fees generated in connection with mergers, acquisitions, and restructuring transactions.
−Removed: 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: 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 completion of the transaction or milestone.
4 unchanged sentences
Fees are earned over time and are generally received within 30 days.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Disaggregation of Revenue
−Removed: The following presents the Company's revenue from contracts with customers disaggregated by major business activity and other sources of revenue for the three and nine months ended September 30, 2022 and 2021:
−Removed: (Expressed in thousands) For the Three Months Ended September 30, 2022
−Removed: Reportable Segments
−Removed: Private Client Asset Management Capital Markets Corporate/Other Total
−Removed: Revenue from contracts with customers:
−Removed: Commissions from sales and trading $ 39,290 $ — $ 42,699 $ 12 $ 82,001
−Removed: Mutual fund and insurance income 7,603 — 1 3 7,607
−Removed: Advisory fees 78,055 24,865 — 7 102,927
−Removed: Investment banking - capital markets 1,950 — 7,173 — 9,123
−Removed: Investment banking - advisory — — 29,270 — 29,270
−Removed: Bank deposit sweep income 35,769 — — — 35,769
−Removed: Other 5,126 — 652 39 5,817
−Removed: Total revenue from contracts with customers 167,793 24,865 79,795 61 272,514
−Removed: Other sources of revenue:
−Removed: Interest 14,471 — 2,265 625 17,361
−Removed: Principal transactions, net ( 884 ) — 8,637 ( 1,251 ) 6,502
−Removed: Other ( 2,766 ) 5 250 245 ( 2,266 )
−Removed: Total other sources of revenue 10,821 5 11,152 ( 381 ) 21,597
−Removed: Total revenue $ 178,614 $ 24,870 $ 90,947 $ ( 320 ) $ 294,111
−Removed: (Expressed in thousands) For the Three Months Ended September 30, 2021
+Added: The following presents the Company's revenue from contracts with customers disaggregated by major business activity and other sources of revenue for the three months ended March 31, 2023 and 2022:
+Added: (Expressed in thousands) For the Three Months Ended March 31, 2023
Reportable Segments
17 unchanged sentences
Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: (Expressed in thousands) For the Nine Months Ended September 30, 2022
−Removed: Reportable Segments
−Removed: Private Client Asset Management Capital Markets Corporate/Other Total
−Removed: Revenue from contracts with customers:
−Removed: Commissions from sales and trading $ 120,753 $ — 137,760 29 $ 258,542
−Removed: Mutual fund and insurance income 23,733 — 7 25 23,765
−Removed: Advisory fees 249,667 76,289 117 25 326,098
−Removed: Investment banking - capital markets 7,615 — 26,407 — 34,022
−Removed: Investment banking - advisory 35 — 59,459 — 59,494
−Removed: Bank deposit sweep income 54,968 — — — 54,968
−Removed: Other 12,770 — 1,449 227 14,446
−Removed: Total revenue from contracts with customers 469,541 76,289 225,199 306 771,335
−Removed: Other sources of revenue:
−Removed: Interest 32,987 — 4,950 730 38,667
−Removed: Principal transactions, net ( 5,050 ) — 16,717 ( 1,543 ) 10,124
−Removed: Other ( 23,546 ) 13 406 362 ( 22,765 )
−Removed: Total other sources of revenue 4,391 13 22,073 ( 451 ) 26,026
−Removed: Total revenue $ 473,932 $ 76,302 $ 247,272 $ ( 145 ) $ 797,361
−Removed: (Expressed in thousands) For the Nine Months Ended September 30, 2021
+Added: (Expressed in thousands) For the Three Months Ended March 31, 2022
Reportable Segments
15 unchanged sentences
Total revenue $ 150,847 $ 27,117 $ 85,051 $ 3,013 $ 266,028
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: Contract Balances
+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.
−Removed: The Company had receivables related to revenue from contracts with customers of $ 32.9 million and $ 37.2 million at September 30, 2022 and December 31, 2021, respectively.
−Removed: The Company had no significant impairments related to these receivables during the three and nine months ended September 30, 2022.
−Removed: Deferred revenue relates to IRA fees received annually in advance on customers' IRA accounts and investment banking fees received from certain advisory transactions where the performance obligations have not yet been satisfied.
−Removed: Total deferred revenue was $ 994,000 and $ 235,000 at September 30, 2022 and December 31, 2021, respectively.
+Added: The Company had receivables related to revenue from contracts with customers of $ 28.6 million and $ 32.8 million at March 31, 2023 and December 31, 2022, respectively.
+Added: The Company had no significant impairments related to these receivables during the three months ended March 31, 2023.
+Added: Deferred revenue relates to IRA fees received annually in advance on customers' IRA accounts managed by the Company and retainer fees and other fees earned from certain advisory transactions where the performance obligations have not yet been satisfied.
+Added: Total deferred revenue was $ 1,701,000 and $ 900,000 at March 31, 2023 and December 31, 2022, respectively.
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 condensed consolidated balance sheet:
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
(Expressed in thousands) As of
−Removed: September 30, 2022
+Added: March 31, 2023
December 31, 2022
15 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 received from certain advisory transactions where the performance
1 unchanged sentence
(7) Fee received in advance on an annual basis.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Earnings per share
4 unchanged sentences
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Basic weighted average number of shares outstanding 11,092,603 12,467,632
7 unchanged sentences
Diluted $ 1.22 $ 0.69
−Removed: (1) For the three months ended September 30, 2022, the diluted net income per share computation did not include the anti-dilutive effect of 398,198 shares of Class A Stock granted under share-based compensation arrangements.
−Removed: For the nine months ended September 30, 2022, the diluted net income per share computation did not include the anti-dilutive effect of 22,250 shares of Class A Stock granted under share-based compensation arrangements.
−Removed: For the three and nine months ended September 30, 2021, there was no Class A Stock granted under share-based compensation arrangements that was anti-dilutive.
+Added: (1) For the three months ended March 31, 2023, the diluted net income per share computation did not include the anti-dilutive effect of 282,360 shares of Class A Stock granted under share-based compensation arrangements.
+Added: For the three months ended March 31, 2022, there was no Class A Stock granted under share-based compensation arrangements that was anti-dilutive.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
Receivable from and payable to brokers, dealers and clearing organizations
(Expressed in thousands)
−Removed: September 30, 2022 December 31, 2021
−Removed: Receivable from brokers, dealers and clearing organizations consists of:
+Added: March 31, 2023 December 31, 2022
+Added: Receivable from brokers, dealers and clearing organizations consisting of:
Securities borrowed $ 256,508 $ 127,817
Receivable from brokers 72,942 49,125
−Removed: Clearing organizations 22,287 19,518
+Added: Clearing organizations and other 19,101 20,036
Securities failed to deliver 12,488 9,099
−Removed: Other 3,198 1,704
Total $ 361,039 $ 206,077
−Removed: Payable to brokers, dealers and clearing organizations consists of:
+Added: Payable to brokers, dealers and clearing organizations consisting of:
Securities loaned $ 368,101 $ 320,843
6 unchanged sentences
Government Securities.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
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.
−Removed: The fair value of mortgage pass-through securities are model driven with respect to spreads of the comparable to-be-announced ("TBA") security.
+Added: The fair value of mortgage pass-through securities is model driven with respect to spreads of the comparable to-be-announced ("TBA") security.
Sovereign Obligations
3 unchanged sentences
Mortgage and Other Asset-Backed Securities
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
The Company values non-agency securities collateralized by home equity and various other types of collateral based on external pricing and spread data provided by independent pricing services.
8 unchanged sentences
To the extent quoted prices are not available, fair values are generally derived using bid/ask spreads.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Auction Rate Securities ("ARS")
−Removed: In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General's office ("NYAG") and the Massachusetts Securities Division ("MSD" and, together with the NYAG, the "Regulators") concluding proceedings by the Regulators concerning Oppenheimer's marketing and sale of ARS.
+Added: In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General's office and the Massachusetts Securities Division (collectively, the "Regulators") concluding proceedings by the Regulators concerning Oppenheimer's marketing and sale of ARS.
Pursuant to the settlements with the Regulators, Oppenheimer agreed to extend offers to repurchase ARS from certain of its clients.
1 unchanged sentence
In addition to the settlements with the Regulators, Oppenheimer had also reached settlements of and received adverse awards in legal proceedings with various clients where the Company was obligated to purchase ARS.
−Removed: As of September 30, 2022, the Company no longer had any obligations to purchase ARS from such legal settlements or adverse awards.
−Removed: As of September 30, 2022, the Company owned $ 33.1 million of ARS.
+Added: As of March 31, 2023, the Company no longer had any obligations to purchase ARS from such legal settlements or adverse awards.
+Added: As of March 31, 2023, the Company owned $ 31.8 million of ARS.
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.
4 unchanged sentences
In such cases, other valuation techniques might be necessary.
−Removed: As of September 30, 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 condensed consolidated balance sheet).
+Added: As of March 31, 2023, 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 condensed 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.
The Company uses the net asset value of the underlying fund as a basis for estimating the fair value of its investment.
−Removed: The following table provides information about the Company's investments in Company-sponsored funds as of September 30, 2022:
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: The following table provides information about the Company's investments in Company-sponsored funds as of March 31, 2023:
(Expressed in thousands)
11 unchanged sentences
technology companies, venture capital and global natural resources
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
The following table provides information about the Company's investments in Company-sponsored funds as of December 31, 2022:
14 unchanged sentences
The Company determined the fair value of the investment based on an implied market-multiple approach and observable market data, including comparable company transactions.
−Removed: As of September 30, 2022, the fair value of the investment was $ 5.8 million and was categorized in Level 2 of the fair value hierarchy.
+Added: As of March 31, 2023, the fair value of the investment was $ 6.0 million and was categorized in Level 2 of the fair value hierarchy.
Assets and Liabilities Measured at Fair Value
−Removed: The Company's assets and liabilities, recorded at fair value on a recurring basis as of September 30, 2022, and December 31, 2021, have been categorized based upon the above fair value hierarchy as follows:
+Added: The Company's assets and liabilities, recorded at fair value on a recurring basis as of March 31, 2023, and December 31, 2022, have been categorized based upon the above fair value hierarchy as follows:
OPPENHEIMER HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: Assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 :
+Added: Assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 :
(Expressed in thousands)
−Removed: Fair Value Measurements as of September 30, 2022
+Added: Fair Value Measurements as of March 31, 2023
Level 1 Level 2 Level 3 Total
3 unchanged sentences
Agency securities — 7,994 — 7,994
−Removed: Sovereign obligations — 345 — 345
Corporate debt and other obligations — 4,591 — 4,591
8 unchanged sentences
5,242 9,794 — 15,036
+Added: TBAs — 21 — 21
+Added: Derivative contracts, total — 21 — 21
Total $ 675,991 $ 94,655 $ 31,776 $ 802,422
8 unchanged sentences
Futures 51 — — 51
+Added: TBAs — 19 — 19
Derivative contracts, total 51 19 — 70
40 unchanged sentences
Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2022 and 2021:
−Removed: (Expressed in thousands)
−Removed: Level 3 Assets and Liabilities
−Removed: For the Three Months Ended September 30, 2022
−Removed: Total Realized
−Removed: Beginning and Unrealized Purchases Sales and Transfers Ending
−Removed: Balance Losses (3) (4)
−Removed: and Issuances Settlements In (Out) Balance
−Removed: Auction rate securities (1)
−Removed: $ 31,977 $ ( 29 ) $ 1,175 $ — $ — $ 33,123
−Removed: (1) Represents auction rate securities that failed in the auction rate market.
+Added: The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ended March 31, 2023 and 2022:
(Expressed in thousands)
Level 3 Assets and Liabilities
−Removed: For the Three Months Ended September 30, 2021
+Added: For the Three Months Ended March 31, 2023
Total Realized
5 unchanged sentences
ARS Purchase Commitments (2)
−Removed: 66 — — ( 66 ) — —
(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 outstanding at the end of the period.
−Removed: (3) Included in principal transactions in the condensed consolidated income statement.
−Removed: (4) Unrealized gains are attributable to assets or liabilities that are still held at the reporting date.
−Removed: Level 3 Assets and Liabilities
−Removed: For the Nine Months Ended September 30, 2022
−Removed: Total Realized
−Removed: Beginning and Unrealized Purchases Sales and Transfers Ending
−Removed: Balance Losses (3) (4)
−Removed: and Issuances Settlements In (Out) Balance
−Removed: Auction rate securities (1)
−Removed: $ 31,804 $ ( 56 ) $ 1,375 $ — $ — $ 33,123
−Removed: (1) Represents auction rate securities that failed in the auction rate market.
+Added: (Expressed in thousands)
Level 3 Assets and Liabilities
−Removed: For the Nine Months Ended September 30, 2021
+Added: For the Three Months Ended March 31, 2022
Total Realized
Beginning and Unrealized Purchases Sales and Transfers Ending
−Removed: Balance Losses (3)(4)
−Removed: and Issuances Settlements In (Out) Balance
+Added: Balance Losses and Issuances Settlements In (Out) Balance
Auction rate securities (1)
1 unchanged sentence
ARS Purchase Commitments (2)
−Removed: 195 ( 1 ) — ( 196 ) — —
(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 outstanding at the end of the period.
−Removed: (3) Included in principal transactions in the condensed consolidated income statement.
−Removed: (4) Unrealized losses are attributable to assets or liabilities that are still held at the reporting date.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Financial Instruments Not Measured at Fair Value
3 unchanged sentences
The fair value of the Company's senior secured notes, categorized in Level 2 of the fair value hierarchy, is based on quoted prices from the market in which the notes trade.
−Removed: Assets and liabilities not measured at fair value as of September 30, 2022:
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: Assets and liabilities not measured at fair value as of March 31, 2023:
(Expressed in thousands) Fair Value Measurement:
7 unchanged sentences
Securities failed to deliver 12,488 — 12,488 — 12,488
−Removed: Clearing organizations 22,287 — 22,287 — 22,287
−Removed: Other 3,198 — 3,198 — 3,198
+Added: Clearing organizations and other 19,099 — 19,099 — 19,099
361,037 — 361,037 — 361,037
12 unchanged sentences
Securities failed to receive 10,105 — 10,105 — 10,105
−Removed: Other 163,356 — 163,356 — 163,356
+Added: Clearing organization and other 257,487 — 257,487 — 257,487
635,919 — 635,919 — 635,919
2 unchanged sentences
Senior secured notes 113,050 — 105,986 — 105,986
+Added: Assets and liabilities not measured at fair value as of December 31, 2022:
OPPENHEIMER HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: Assets and liabilities not measured at fair value as of December 31, 2021:
(Expressed in thousands) Fair Value Measurement:
32 unchanged sentences
fair value versus carrying value) for certain assets and liabilities.
−Removed: As of September 30, 2022, the Company did not have any repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
+Added: As of March 31, 2023, the Company had no repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
Derivative Instruments and Hedging Activities
The Company transacts, on a limited basis, in exchange traded and over-the-counter derivatives for both asset and liability management as well as for trading and investment purposes.
−Removed: Risks managed using derivative instruments include interest rate
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: risk and, to a lesser extent, foreign exchange risk.
+Added: Risks managed using derivative instruments include interest rate risk and, to a lesser extent, foreign exchange risk.
All derivative instruments are measured at fair value and are recognized as either assets or liabilities on the condensed consolidated balance sheet.
Foreign exchange hedges
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
From time to time, the Company also utilizes forward and options contracts to hedge the foreign currency risk associated with compensation obligations to Oppenheimer Israel (OPCO) Ltd.
14 unchanged sentences
Net unrealized gains and losses on TBAs are recorded on the condensed consolidated balance sheet in receivable from brokers, dealers and clearing organizations or payable to brokers, dealers and clearing organizations and in the condensed consolidated income statement as principal transactions revenue, net.
−Removed: The notional amounts and fair values of the Company's derivatives as of September 30, 2022 and December 31, 2021 by product were as follows:
+Added: The notional amounts and fair values of the Company's derivatives as of March 31, 2023 and December 31, 2022 by product were as follows:
(Expressed in thousands)
−Removed: Fair Value of Derivative Instruments as of September 30, 2022
+Added: Fair Value of Derivative Instruments as of March 31, 2023
Description Notional Fair Value
Derivatives not designated as hedging instruments (1)
+Added: Other contracts TBAs $ 1,227 $ 21
+Added: Forward reverse repurchase agreements 15,000 —
+Added: $ 16,227 $ 21
+Added: Derivatives not designated as hedging instruments (1)
Commodity contracts
Futures $ 3,880,000 $ 51
+Added: Other contracts TBAs 1,277 19
$ 3,881,277 $ 70
8 unchanged sentences
Other contracts TBAs $ 1,775 $ 1,762
+Added: Forward reverse repurchase agreements 15,000 —
+Added: Other 275 $ —
$ 17,050 $ 1,762
6 unchanged sentences
Such derivative instruments are not subject to master netting agreements, thus the related amounts are not offset.
−Removed: The following table presents the location and fair value amounts of the Company's derivative instruments and their effect in the condensed consolidated income statements for the three and nine months ended September 30, 2022 and 2021:
−Removed: (Expressed in thousands)
−Removed: The Effect of Derivative Instruments in the Income Statement
−Removed: For the Three Months Ended September 30, 2022
−Removed: Recognized in Income on Derivatives
−Removed: Types Description Location Net Gain
−Removed: Commodity contracts Futures Principal transactions revenue, net $ 349
−Removed: Other contracts TBAs Principal transactions revenue, net 1
+Added: The following table presents the location and fair value amounts of the Company's derivative instruments and their effect in the condensed consolidated income statements for the three months ended March 31, 2023 and 2022:
(Expressed in thousands)
The Effect of Derivative Instruments in the Income Statement
−Removed: For the Three Months Ended September 30, 2021
−Removed: Recognized in Income on Derivatives
−Removed: Types Description Location Net Loss
−Removed: Commodity contracts Futures Principal transactions revenue, net $ ( 13 )
−Removed: Other contracts TBAs Principal transactions revenue, net ( 15 )
−Removed: Purchase commitments Principal transactions revenue, net ( 497 )
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: The Effect of Derivative Instruments in the Income Statement
−Removed: For the Nine Months Ended September 30, 2022
+Added: For the Three Months Ended March 31, 2023
Recognized in Income on Derivatives
2 unchanged sentences
Other contracts Foreign exchange forward contracts Other revenue ( 1 )
−Removed: TBAs Principal transactions revenue, n et 57
+Added: Other contracts TBAs Principal transactions revenue, net 2
(Expressed in thousands)
The Effect of Derivative Instruments in the Income Statement
−Removed: For the Nine Months Ended September 30, 2021
+Added: For the Three Months Ended March 31, 2022
Recognized in Income on Derivatives
−Removed: Types Description Location Net Gain/(Loss)
+Added: Types Description Location Net Gain
Commodity contracts Futures Principal transactions revenue, net $ 2,191
−Removed: Other contracts Foreign exchange forward contracts Other revenue ( 8 )
−Removed: TBAs Principal transactions revenue, net 146
−Removed: Purchase commitments Principal transactions revenue, net ( 987 )
−Removed: ARS purchase commitments Principal transactions revenue, net ( 1 )
+Added: Other contracts TBAs Principal transactions revenue, net 63
Collateralized transactions
3 unchanged sentences
Government and Agency securities.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
The Company obtains short-term borrowings primarily through bank call loans.
Bank call loans are generally payable on demand and bear interest at various rates.
−Removed: As of September 30, 2022, the outstanding balance of bank call loans was $ 53.6 million ($ 69.5 million as of December 31, 2021).
+Added: As of March 31, 2023, the outstanding balance of bank call loans was $ 19.3 million ( zero as of December 31, 2022).
Such loans with commercial banks were collateralized by the Company's securities and customer securities with market values of approximately $ 23.9 million and $ 1.0 million, respectively.
−Removed: As of September 30, 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 approximately $ 263.1 million under securities loan agreements.
−Removed: As of September 30, 2022, the Company had pledged $ 391.4 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.
−Removed: As of September 30, 2022, the Company had no outstanding letters of credit.
+Added: As of March 31, 2023, the Company had approximately $ 1.6 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has re-pledged approximately $ 256.1 million under securities loan agreements.
+Added: As of March 31, 2023, the Company had pledged $ 271.5 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.
+Added: As of March 31, 2023, the Company had no outstanding letters of credit.
The Company enters into reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions in order to, among other things, acquire securities to cover short positions and settle other securities obligations, so as to accommodate customers' needs and to finance the Company's inventory positions.
1 unchanged sentence
Government and Agency securities, are carried at amounts at which the securities subsequently will be resold or reacquired as specified in the respective agreements and include accrued interest.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Repurchase agreements and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase agreements and reverse repurchase agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase agreements and reverse repurchase agreements exist in "book entry" form and certain other requirements are met.
−Removed: The following table presents a disaggregation of the gross obligation by the class of collateral pledged and the remaining contractual maturity of the repurchase agreements and securities loaned transactions as of September 30, 2022:
+Added: The following table presents a disaggregation of the gross obligation by the class of collateral pledged and the remaining contractual maturity of the repurchase agreements and securities loaned transactions as of March 31, 2023:
(Expressed in thousands)
5 unchanged sentences
Gross amount of recognized liabilities for repurchase agreements and securities loaned $ 678,591
−Removed: The following tables present the gross amounts and the offsetting amounts of reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions as of September 30, 2022 and December 31, 2021:
−Removed: As of September 30, 2022
+Added: The following tables present the gross amounts and the offsetting amounts of reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions as of March 31, 2023 and December 31, 2022:
+Added: As of March 31, 2023
(Expressed in thousands)
11 unchanged sentences
(1) Included in receivable from brokers, dealers and clearing organizations on the condensed consolidated balance sheet.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
Gross Amounts Not Offset
11 unchanged sentences
(2) Included in payable to brokers, dealers and clearing organizations on the condensed consolidated balance sheet.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
As of December 31, 2022
24 unchanged sentences
(2) Included in payable to brokers, dealers and clearing organizations on the condensed consolidated balance sheet.
+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.
+Added: As of March 31, 2023, the Company did not have any repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
The Company receives collateral in connection with securities borrowed and reverse repurchase agreement transactions and customer margin loans.
Under many agreements, the Company is permitted to sell or re-pledge the securities received (e.g., use the securities to enter into securities lending transactions, or deliver to counterparties to cover short positions).
−Removed: As of September 30, 2022, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $ 70.0 million ($ 96.4 million as of December 31, 2021) and $ 194.9 million ($ 307.3 million as of December 31, 2021), respectively, of which the Company has sold and re-pledged approximately $ 29.7 million ($ 29.4 million as of December 31, 2021) under securities loaned transactions and $ 194.9 million under repurchase agreements ($ 307.3 million as of December 31, 2021).
+Added: As of March 31, 2023, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $ 255.4 million ($ 124.1 million as of December 31, 2022) and $ 30.1 million ($ 28.0 million as of December 31, 2022), respectively, of which the Company has sold and re-pledged approximately $ 106.3 million ($ 39.4 million as of December 31, 2022) under securities loaned transactions and $ 30.1 million under repurchase agreements ($ 28.0 million as of December 31, 2022).
The Company pledges certain of its securities owned for securities lending and repurchase agreements and to collateralize bank call loan transactions.
−Removed: The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $ 385.8 million, as presented on the face of the condensed consolidated balance sheet as of September 30, 2022 ($ 266.4 million as of December 31, 2021).
+Added: The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: $ 337.8 million, as presented on the face of the condensed consolidated balance sheet as of March 31, 2023 ($ 175.7 million as of December 31, 2022).
The Company manages credit exposure arising from repurchase and reverse repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Company, in the event of a customer default, the right to liquidate securities and the right to offset a counterparty's rights and obligations.
2 unchanged sentences
In the event the counterparty is unable to meet its contractual obligation to return the securities, the Company may be exposed to off-balance sheet risk of acquiring securities at prevailing market prices.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Credit Concentrations
2 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 September 30, 2022 were receivables from three major U.S.
+Added: Included in receivable from brokers, dealers and clearing organizations as of March 31, 2023 were receivables from five major U.S.
broker-dealers totaling approximately $ 192.1 million.
4 unchanged sentences
O'Brien & Associates (commodities transactions), Mortgage-Backed Securities Division (a division of FICC), and others.
−Removed: With respect to its business in reverse repurchase and repurchase agreements, substantially all open contracts as of September 30, 2022 are with the FICC .
+Added: With respect to its business in reverse repurchase and repurchase agreements, substantially all open contracts as of March 31, 2023 are with the FICC .
In addition, the Company clears its non-U.S.
5 unchanged sentences
As the right to charge the Company has no maximum amount and applies to all trades executed through the clearing brokers, the Company believes there is no maximum amount assignable to this right.
−Removed: As of September 30, 2022, the Company had recorded no liabilities with regard to this right.
+Added: As of March 31, 2023, the Company had recorded no liabilities with regard to this right.
The Company's policy is to monitor the credit standing of the clearing brokers and banks with which it conducts business.
Variable interest entities ("VIEs")
−Removed: The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any VIEs where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
+Added: The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any VIEs where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE.
The Company serves as general partner of hedge funds and private equity funds that were established for the purpose of providing alternative investments to both its institutional and qualified retail clients.
3 unchanged sentences
In each instance, the Company has determined that it is not the primary beneficiary and therefore need not consolidate the hedge funds or private equity funds.
−Removed: The subsidiaries' general and limited partnership interests and additional capital commitments represent the Company's maximum exposure to loss.
+Added: The subsidiaries' general and limited partnership interests and additional capital commitments represent their maximum exposure to loss.
The subsidiaries' general partnership and limited partnership interests are included in other assets on the condensed consolidated balance sheet.
−Removed: As of September 30, 2022, the Company did not have any hedge funds and private equity funds that are VIE.
−Removed: In addition, the Company serves as general partner of the Sponsor and Oppenheimer Acquisition LLC II (the "Sponsors").
−Removed: They are sponsors of two Special Purpose Acquisition Companies, respectively, OHAA and Oppenheimer Acquisition Corp.
−Removed: II (together, the "SPACs”), that are seeking to effect a transaction which could be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: The Sponsors and the SPACs are consolidated VIEs as the Company is the primary beneficiary.
−Removed: On October 26, 2021, OHAA consummated its $ 126.5 million IPO.
−Removed: 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 such Sponsor are consolidated in the Company’s financial statements.
+Added: As of March 31, 2023, the Company did not have any hedge funds and private equity funds that are VIEs.
OPPENHEIMER HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: The Company serves as general partner of Oppenheimer Acquisition LLC I and Oppenheimer Acquisition LLC II (the "Sponsors").
+Added: They are sponsors of two special purpose acquisition companies, OHAA and Oppenheimer Acquisition Corp.
+Added: II (the "SPACs”), that are seeking to effect a transaction which could be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
+Added: The Sponsors and the SPACs are consolidated VIE's as the Company is the primary beneficiary.
+Added: On October 26, 2021, OHAA consummated its $ 126.5 million IPO.
+Added: The Company and its employees control OHAA through the Sponsor's ownership of Class A founder shares of OHAA.
+Added: As a result, both OHAA and the Sponsor are consolidated in the Company’s financial statements.
+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 March 31, 2023, $ 25.6 million remained in the trust account that is recorded within “Restricted Cash” on the consolidated balance sheet.
+Added: In addition, OPI was 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 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: The Company owns the majority voting interest and control of OPI through Oppenheimer Alternative Investment Management (“OAIM”), the managing member of OPI and a subsidiary of OAM.
+Added: OPI is a consolidated VIE as the Company is the primary beneficiary.
The following table sets forth the total assets and liabilities of VIEs consolidated on our condensed consolidated balance sheet:
(Expressed in thousands)
−Removed: As of September 30,
+Added: As of March 31,
Cash and cash equivalents $ 5,810 $ 1,633
6 unchanged sentences
(Expressed in thousands)
−Removed: Issued Maturity Date September 30, 2022 December 31, 2021
+Added: Issued Maturity Date March 31, 2023 December 31, 2022
5.50 % Senior Secured Notes
3 unchanged sentences
5.50 % Senior Secured Notes due 2025 (the "Notes")
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
On September 22, 2020, in a private offering, the Company issued $ 125.0 million aggregate principal amount of 5.50 % Senior Secured Notes due 2025 (the "Unregistered Notes") under an indenture at an issue price of 100 % of the principal amount.
5 unchanged sentences
The Parent used the net proceeds from the offering of the Notes, along with cash on hand, to redeem in full its Old Notes, in the principal amount of $ 150.0 million (the Parent held $ 1.4 million in treasury for a net outstanding amount of $ 148.6 million), and pay all related fees and expenses in relation thereto.
−Removed: The cost to issue the Notes was $ 3.1 million, of which $ 1.9 million was paid to its subsidiary, Oppenheimer & Co Inc., who served as the initial purchaser of the offering, and was eliminated in consolidation.
+Added: The cost to issue the Notes was $ 3.1 million, of which $ 1.9 million was paid to its subsidiary, Oppenheimer, who served as the initial purchaser of the offering, and was eliminated in consolidation.
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: During the first quarter of 2023, the Company repurchased and cancelled $ 1.0 million aggregate principal amount of its Notes in the open market.
+Added: As of March 31, 2023, $ 113.05 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.
2 unchanged sentences
In addition, certain of the covenants will be suspended upon the Parent attaining an investment grade debt rating for the Notes from both S&P Global Ratings and Moody’s Investors Service, Inc.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Pursuant to the indenture, the following covenants apply to the Parent and its restricted subsidiaries, but generally do not apply, or apply only in part, to its Regulated Subsidiaries (as defined):
6 unchanged sentences
• limitation on asset sales, which generally prohibits the Parent and certain of its subsidiaries from selling assets or certain securities or property of significant subsidiaries.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
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 September 30, 2022, the Parent was in compliance with all of its covenants.
+Added: As of March 31, 2023, 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 three and nine months ended September 30, 2022 was $ 1.7 million and $ 5.2 million, respectively.
−Removed: Interest expense on the Notes for the three and nine months ended September 30, 2021 was $ 1.7 million and $ 5.2 million, respectively.
−Removed: The effective income tax rate for the three and nine months ended September 30, 2022 was 35.5 % and 36.4 % respectively, compared with 29.8 % and 27.6 % for the three and nine months ended September 30, 2021 and reflects the Company's annual estimate of the statutory federal and state tax rates adjusted for certain discrete items.
−Removed: The effective tax rate for the third quarter of 2022 was negatively impacted by unfavorable permanent items.
+Added: Interest expense on the Notes for the three months ended March 31, 2023 was $ 1.6 million.
+Added: Interest expense on the Notes for the three months ended March 31, 2022 was $ 1.7 million .
+Added: The effective income tax rate for the three months ended March 31, 2023 was 24.1 %, compared with 31.2 % for the three months ended March 31, 2022 and reflects the Company's annual estimate of the statutory federal and state tax rates adjusted for certain discrete items.
+Added: The effective tax rate for the first quarter of 2023 was positively impacted by favorable permanent items.
Stockholders' Equity
6 unchanged sentences
The following table reflects changes in the number of shares of Class A Stock outstanding for the periods indicated:
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Class A Stock outstanding, beginning of period 10,868,556 12,447,036
8 unchanged sentences
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.
−Removed: 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: This authorization supplemented the 71,893 shares that remained
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: 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.
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.
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.
−Removed: During the three months ended September 30, 2022, the Company purchased and canceled an aggregate of 413,052 shares of Class A Stock for a total consideration of $ 14.0 million ($ 33.86 per share) under this program.
−Removed: During the nine months ended September 30, 2022, the Company purchased and canceled an aggregate of 1,675,595 shares of Class A Stock for a total consideration of $ 60.4 million ($ 36.02 per share) under this program.
−Removed: During the three and nine months ended September 30, 2021, the Company purchased and canceled an aggregate of 108,494 shares of Class A Stock for a total consideration of $ 4.7 million ($ 43.46 per share) under this program.
−Removed: As of September 30, 2022, 152,726 shares remained available to be purchased under the share repurchase program.
+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.
+Added: During the three months ended March 31, 2023, the Company purchased and canceled an aggregate of 95,055 shares of Class A Stock for a total consideration of $ 3.7 million ($ 38.79 per share) under this program.
+Added: During the three months ended March 31, 2022, the Company purchased and canceled an aggregate of 377,313 shares of Class A Stock for a total consideration of $ 16.2 million ($ 42.82 per share) under this program.
+Added: As of March 31, 2023, 591,979 shares remained available to be purchased under the share repurchase program.
The Company repurchases shares 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.
4 unchanged sentences
Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
Contingencies
5 unchanged sentences
The investigations include inquiries from 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 within Other Expenses in the condensed 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.
+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.
2 unchanged sentences
Counsel may be required to review, analyze and resolve numerous issues, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before the Company can reasonably estimate a loss or range of loss or additional loss for the proceeding.
−Removed: 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: 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 condensed 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 $ 47.0 million as of September 30, 2022.
+Added: Even after lengthy review
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses.
+Added: 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.
+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 $ 33 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 purported to represent a class of investors in Horizon Private Equity, III, LLC (“Horizon”).
−Removed: Horizon is alleged to be a fraudulent scheme and the plaintiff was seeking unspecified damages sounding in violations of the Georgia RICO statute, breach of fiduciary duty, procurement of breach of fiduciary duty, negligent
−Removed: misrepresentation, aiding and abetting fraud, unjust enrichment, punitive damages and attorneys’ fees.
−Removed: Plaintiff did 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.
−Removed: On November 22, 2021, Oppenheimer filed a motion to dismiss the complaint on a number of grounds.
−Removed: The motion to dismiss was fully briefed on January 17, 2022, and the
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: Court heard oral argument on the motion on June 21, 2022.
−Removed: On August 17, 2022, the Court granted Oppenheimer’s motion and dismissed the complaint without prejudice.
−Removed: On September 21, 2022, 6694 Dawson Blvd, LLC filed a first amended complaint solely on behalf of itself based on substantially the same allegations as the original complaint seeking unspecified damages sounding solely in violations of the Georgia RICO statute.
−Removed: On October 14, 2022, Oppenheimer filed a motion to dismiss the first amended complaint on a number of grounds.
−Removed: On October 21, 2022, 6694 Dawson Blvd, LLC voluntarily dismissed its first amended complaint without prejudice, thereby terminating the action.
−Removed: In addition to the class action described in the preceding paragraph Oppenheimer has also been named as a respondent in twenty-eight 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
−Removed: $ 45.3 million in the aggregate while others claim unspecified damages.
+Added: Beginning on or about August 31, 2021, Oppenheimer was named as a respondent in thirty-nine 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 who was an Oppenheimer client, 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-two individual arbitrations still pending claim specific monetary damages allege losses of approximately $ 24.0 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.
−Removed: One arbitration entitled Donald Robinson, Timothy and Sharon Padden, Rhett Rainey, Kelly A.
+Added: As previously reported Oppenheimer’s motion to vacate the arbitration award in Donald Robinson, Timothy and Sharon Padden, Rhett Rainey, Kelly A.
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.
Oppenheimer & Co.
−Removed: (the “Robinson Arbitration”) was commenced on August 31, 2021.
−Removed: On September 6, 2022, the arbitration panel found in favor of the claimants and awarded them total compensatory damages of approximately $ 5.7 million, RICO damages pursuant to O.C.G.A.
−Removed: § 16-14-6(c) of approximately $ 14.2 million, and punitive damages, attorneys’ fees and costs of approximately $ 16.8 million.
−Removed: The total amount awarded to claimants was $ 36,744,276 (the “Robinson Award”).
−Removed: On October 6, 2022, Oppenheimer filed a motion to vacate the Robinson Award with the Superior Court of DeKalb County, Georgia based on, among other defects, arbitrator bias, failure to postpone the hearing to permit key witnesses to testify, and manifest disregard of the law.
−Removed: On October 18, 2022, the claimants in the Robinson Arbitration filed a petition to confirm the Arbitration Award.
−Removed: Oppenheimer intends to vigorously pursue vacatur of the Robinson Award.
+Added: (the “Robinson Arbitration”) was denied on January 30, 2023.
+Added: However, on March 27, 2023, the Court entered a consent judgment vacating the award in Robinson Arbitration pursuant to the parties’ request in connection with their settlement of the matter.
+Added: Oppenheimer has settled, or settled in principle or an award has been rendered in seventeen of the Horizon related arbitrations, including the Robinson Arbitration,with approximately fifty-seven individual complainants.
+Added: The aggregate settlement payments for those total approximately $ 58.0 million.
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.
1 unchanged sentence
The SEC asked the Court to enter an order enjoining Oppenheimer from violating the above referenced rules and requiring it to disgorge approximately $ 1.9 million plus interest.
−Removed: The Company believes such claim to be without merit and intends to vigorously defend itself against any such claim.
+Added: The Company believes such claim to be without merit and intends to vigorously defend itself against such claim.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Condensed Consolidated Financial Statements (unaudited)
Regulatory requirements
2 unchanged sentences
Oppenheimer computes its net capital requirements under the alternative method provided for in the Rule which requires that Oppenheimer maintain net capital equal to two percent of aggregate customer-related debit items, as defined in SEC Rule 15c3-3.
−Removed: As of September 30, 2022, the net capital of Oppenheimer as calculated under the Rule was $ 425.8 million or 32.17 % of Oppenheimer's aggregate debit items.
+Added: As of March 31, 2023, the net capital of Oppenheimer as calculated under the Rule was $ 440.0 million or 39.98 % of Oppenheimer's aggregate debit items.
This was $ 418.0 million in excess of the minimum required net capital at that date.
Freedom computes its net capital requirement under the basic method provided for in the Rule, which requires that Freedom maintain net capital equal to the greater of $ 100,000 or 6-2/3% of aggregate indebtedness, as defined.
−Removed: As of September 30, 2022, Freedom had net capital of $ 4.3 million, which was $ 4.2 million in excess of the $ 100,000 required to be maintained at that date.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Condensed Consolidated Financial Statements (unaudited)
−Removed: As of September 30, 2022, the capital required and held under the FCA’s Investment Firms’ Prudential Regime (“IFPR”) for Oppenheimer Europe Ltd.
+Added: As of March 31, 2023, Freedom had net capital of $ 4.3 million, which was $ 4.2 million in excess of the $ 100,000 required to be maintained at that date.
+Added: As of March 31, 2023, the capital required and held under the FCA’s Investment Firms’ Prudential Regime (“IFPR”) for Oppenheimer Europe Ltd.
was as follows:
4 unchanged sentences
Capital ratios are now expressed differently, but are effectively unchanged when comparing performance to required regulatory minimums.
−Removed: As of September 30, 2022, Oppenheimer Europe Ltd.
+Added: As of March 31, 2023, Oppenheimer Europe Ltd.
was in compliance with its regulatory requirements.
−Removed: As of September 30, 2022, the regulatory capital of Oppenheimer Investments Asia Limited was $ 4.8 million, which was $ 4.4 million in excess of the $ 382,163 required to be maintained on that date.
+Added: As of March 31, 2023, the regulatory capital of Oppenheimer Investments Asia Limited was $ 4.9 million, which was $ 4.5 million in excess of the $ 382,172 required to be maintained on that date.
Oppenheimer Investments Asia Limited computes its regulatory capital pursuant to the requirements of the Securities and Futures Commission of Hong Kong.
−Removed: As of September 30, 2022, Oppenheimer Investment Asia Limited is in compliance with its regulatory requirements.
+Added: As of March 31, 2023, Oppenheimer Investment Asia Limited was in compliance with its regulatory requirements.
Segment information
8 unchanged sentences
These areas include, but are not limited to, legal, compliance, operations, accounting, and internal audit.
−Removed: Costs associated with these groups are separately reported in a Corporate/Other category and primarily include compensation and benefits.
−Removed: The table below presents information about the reported revenue and pre-tax income (loss) of the Company for the three and nine months ended September 30, 2022 and 2021.
−Removed: Asset information by reportable segment is not reported since the Company does not produce such information for internal use by the chief operating decision maker.
OPPENHEIMER HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (unaudited)
+Added: Costs associated with these groups are separately reported in a Corporate/Other category and primarily include compensation and benefits.
+Added: The table below presents information about the reported revenue and pre-tax income (loss) of the Company for the three months ended March 31, 2023 and 2022.
+Added: Asset information by reportable segment is not reported since the Company does not produce such information for internal use by the chief operating decision maker.
(Expressed in thousands)
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Private client (1)
9 unchanged sentences
Asset management (1)
−Removed: 8,322 9,412 25,916 25,603
Capital markets ( 15,477 ) 1,166
3 unchanged sentences
Advisory fees are allocated 10.0 % to the Asset Management and 90.0 % to the Private Client segments.
−Removed: Revenue, classified by the major geographic areas in which it was earned, for the three and nine months ended September 30, 2022 and 2021 was:
+Added: Revenue, classified by the major geographic areas in which it was earned, for the three months ended March 31, 2023 and 2022 was:
(Expressed in thousands)
For the Three Months Ended
−Removed: September 30, For the Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Americas $ 309,789 $ 251,910
3 unchanged sentences
Subsequent events
−Removed: On October 28, 2022, the Company announced a quarterly dividend in the amount of $ 0.15 per share, payable on November 25, 2022 to holders of Class A Stock and Class B Stock of record on November 11, 2022.
+Added: On April 28, 2023, the Company announced a quarterly dividend in the amount of $ 0.15 per share, payable on May 26, 2023 to holders of Class A Stock and Class B Stock of record on May 12, 2023.
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.