26 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 1, 2024, expressed an unqualified opinion on those financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
New York, New York
−Removed: March 1, 2024
+Added: February 27, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
4 unchanged sentences
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
18 unchanged sentences
Advisory fees earned on assets held in the Company’s asset-based programs are included as a part of the Company’s total advisory fee revenue.
−Removed: Given the Company's use of multiple systems and databases in recording advisory fees earned on asset-based programs, auditing advisory fees earned on asset-based programs was complex and challenging due to the extent of audit effort required to
−Removed: evaluate the completeness and accuracy of underlying information and required the involvement of information technology (IT) professionals with specialized skills and expertise.
+Added: Given the Company's use of multiple systems and databases in recording advisory fees earned on asset-based programs, auditing advisory fees earned on asset-based programs was complex and challenging due to the extent of audit effort required to evaluate the completeness and accuracy of underlying information and required the involvement of information technology (IT) professionals with specialized skills and expertise.
How the Critical Audit Matter Was Addressed in the Audit
8 unchanged sentences
New York, New York
−Removed: March 1, 2024
+Added: February 27, 2025
We have served as the Company’s auditor since 2013.
5 unchanged sentences
Deposits with clearing organizations 98,909 78,706
−Removed: Restricted cash — 25,534
Receivable from brokers, dealers and clearing organizations 241,478 284,696
10 unchanged sentences
133,821 140,554
+Added: Corporate-owned life insurance 98,828 88,989
Intangible assets 35,709 34,340
4 unchanged sentences
Drafts payable $ 21,661 $ 9,002
+Added: Bank call loans 252,100 —
Payable to brokers, dealers and clearing organizations 253,816 361,890
7 unchanged sentences
Senior secured notes, net of debt issuance costs of $ 0 ($ 392 in 2023)
−Removed: 112,658 113,434
Deferred tax liabilities, net of deferred tax assets of $ 48,640 ($ 45,961 in 2023)
2 unchanged sentences
Commitments and contingencies (Note 18)
−Removed: Redeemable non-controlling interests — $ 25,466
Stockholders' equity
12 unchanged sentences
Total Stockholders' Equity $ 850,395 $ 789,239
−Removed: Total Liabilities, Redeemable Non-controlling Interests and Stockholders' Equity $ 2,874,816 $ 2,714,392
+Added: Total Liabilities and Stockholders' Equity $ 3,382,726 $ 2,874,816
The accompanying notes are an integral part of these consolidated financial statements.
37 unchanged sentences
Net income $ 71,247 $ 30,272 $ 32,110
−Removed: Other comprehensive income (loss), net of tax
+Added: Other comprehensive loss, net of tax
Currency translation adjustment ( 223 ) ( 502 ) ( 2,809 )
Comprehensive income $ 71,024 $ 29,770 $ 29,301
−Removed: Less net income (loss) attributable to non-controlling interests 93 ( 241 ) —
+Added: Net income (loss) attributable to non-controlling interests ( 310 ) 93 ( 241 )
Comprehensive income attributable to Oppenheimer Holdings Inc.
8 unchanged sentences
Balance at beginning of year $ 10 $ 11 $ 13
−Removed: Issuance of Class A non-voting common stock — — 1
Repurchase of Class A non-voting common stock for cancellation — ( 1 ) ( 2 )
35 unchanged sentences
Dividends paid per share $ 0.66 $ 0.60 $ 0.60
−Removed: (1) Certain prior period reported amounts were reclassified to conform to the current period presentation, See Note 2.
(1) Attributable to Oppenheimer Holdings Inc.
10 unchanged sentences
Deferred income taxes 3,551 6,457 ( 14,616 )
+Added: Amortization of intangible assets 350 — —
Amortization of notes receivable 18,124 15,966 13,741
13 unchanged sentences
Notes receivable ( 23,415 ) ( 21,111 ) ( 17,253 )
+Added: Corporate-owned life insurance ( 9,839 ) ( 11,535 ) 19,849
Other assets ( 14,641 ) 289 ( 3,437 )
11 unchanged sentences
Purchase of furniture, equipment and leasehold improvements ( 5,148 ) ( 17,056 ) ( 16,311 )
−Removed: Acquisition of BondWave LLC, net of cash consideration ( 2,929 ) — —
−Removed: Proceeds from the settlement of Company-owned life insurance 4,424 2,174 2,001
+Added: Acquisitions, net of cash consideration ( 2,350 ) ( 2,929 ) —
+Added: Proceeds from the settlement of Corporate-owned life insurance 3,659 4,424 2,174
Cash used in investing activities ( 3,839 ) ( 15,561 ) ( 14,137 )
4 unchanged sentences
Payments for employee taxes withheld related to vested share-based awards ( 6,844 ) ( 5,907 ) ( 2,283 )
−Removed: Payment of Company sponsored Initial Public Offering costs — — ( 454 )
−Removed: Contributions from non-controlling interests — — 3,147
−Removed: Proceeds from Company sponsored Initial Public Offering — — 126,500
Distribution to non-controlling interests — ( 198 ) ( 90 )
1 unchanged sentence
Repurchase of senior secured notes — ( 1,000 ) ( 10,950 )
−Removed: Debt issuance costs — — ( 22 )
−Removed: Decrease in bank call loans, net — ( 69,500 ) ( 12,500 )
+Added: Redemption of senior secured notes ( 113,050 ) — —
+Added: Increase (decrease) in bank call loans, net 252,100 — ( 69,500 )
Cash provided by/(used in) financing activities 116,322 ( 74,761 ) ( 253,912 )
22 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 90 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.
−Removed: Helier, Isle of Jersey, Portugal and Geneva, Switzerland.
+Added: The Company is headquartered in New York and has 88 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, and Geneva, Switzerland.
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 conducts secondary trading activities related to the purchase and sale of loans, primarily on a riskless principal basis;
−Removed: Oppenheimer Europe Ltd., based in the United Kingdom, with offices in the Isle of Jersey, Portugal, and Switzerland, which provides institutional equities and fixed income brokerage and corporate finance and is regulated by the Financial Conduct Authority;
+Added: OPY Credit Corp., which conducts secondary trading activities related to the purchase and sale of loans and trade claims, primarily on a riskless principal basis;
+Added: Oppenheimer Europe Ltd., based in the United Kingdom, with offices in the Isle of Jersey, and Switzerland, which provides institutional equities and fixed income brokerage and corporate finance and is regulated by the Financial Conduct Authority;
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.
Oppenheimer owns Freedom Investments, Inc.
−Removed: ("Freedom"), a registered broker dealer in securities, which provides discount brokerage services, and Oppenheimer Israel (OPCO) 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.
+Added: ("Freedom"), a registered broker dealer in securities, which provides discount brokerage services on a limited basis, and Oppenheimer Israel (OPCO) Ltd., based in Tel Aviv, Israel, which provides investment services in the State of Israel and operates subject to the authority of the Israel Securities Authority.
Summary of significant accounting policies and estimates
Basis of Presentation
−Removed: The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP").
+Added: The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S.
Intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.
7 unchanged sentences
Estimates, by their nature, are based on judgment and available information.
−Removed: Therefore, actual results could be materially different from these estimates.
+Added: Therefore, actual results may differ materially from the estimates.
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
+Added: Accounting Standards Recently Adopted
+Added: ASU 2023-07 – Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures
+Added: In November 2023, the FASB issued this ASU to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: The revised guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the title and position of the CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and make decisions about resource allocation, among other requirements.
+Added: The Company adopted this guidance effective December 31, 2024.
+Added: Refer to note 21 for additional information.
Financial Instruments and F ai r Value
8 unchanged sentences
Unobservable inputs that are significant to the overall fair value measurement.
−Removed: The Company's financial instruments that are recorded at fair value generally are classified within Level 1 or Level 2 within the fair value hierarchy using quoted market prices or quotes from market makers or broker-dealers.
+Added: The Company's financial instruments that are recorded at fair value generally are classified within Level 1 or Level 2 within the fair value hierarchy using quoted market prices or other pricing sources with reasonable levels of price transparency.
Financial instruments classified within Level 1 are valued based on quoted market prices in active markets and consist of U.S.
−Removed: Treasury and corporate equities.
+Added: Treasury securities and corporate equities.
Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, U.S.
Agency securities, mortgage and asset-backed securities, and municipal obligations.
−Removed: Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets and liabilities in markets that are not active.
−Removed: Some financial instruments are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability.
−Removed: As of December 31, 2023 and December 31, 2022, the Company had $ 2.7 million and $ 31.8 million respectively, of auction rate securities ("ARS") in Level 3 assets.
+Added: Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets, pricing models which incorporate market observable inputs and quoted prices for identical or similar assets and liabilities in markets that are not active.
+Added: Some financial instruments such as auction rate securities ("ARS") and trade claims are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability.
+Added: As of December 31, 2024 and December 31, 2023, the Company had $ 2.7 million and $ 2.7 million respectively, of ARS in Level 3 assets.
+Added: As of December 31, 2024, the Company had $ 2.7 million of trade claims in Level 3 assets.
See note 8 for further details.
2 unchanged sentences
The Company reviews factors, including the rights of the equity holders at risk and obligations of equity holders to absorb losses or receive expected residual returns, to determine if the entity is a VIE.
−Removed: Under US GAAP, a general partner will not consolidate a partnership or similar entity under the voting interest model.
+Added: GAAP, a general partner will not consolidate a partnership or similar entity under the voting interest model.
See note 10 for further details.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Financing Receivables
6 unchanged sentences
Customer receivables, primarily consisting of customer margin loans collateralized by customer-owned securities, are stated net of allowance for credit losses.
−Removed: The Company reviews large customer accounts that do not comply with the Company's margin
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: requirements on a case-by-case basis to determine the likelihood of collection and records an allowance for credit loss following that process.
+Added: The Company reviews large customer accounts that do not comply with the Company's margin requirements on a case-by-case basis to determine the likelihood of collection and records an allowance for credit loss following that process.
For small customer accounts that do not comply with the Company's margin requirements, the allowance for credit loss is generally recorded as the amount of unsecured or partially secured receivables.
17 unchanged sentences
The discount rates used in determining the present value of leases are the Company’s incremental borrowing rates, developed based upon each lease’s term.
−Removed: The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
+Added: The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
For operating leases, the ROU assets also include any prepaid lease payments and initial direct costs incurred and are reduced by lease incentives.
For these leases, lease expense is recognized on a straight-line basis over the lease term if the ROU asset has not been impaired or abandoned.
−Removed: The Company's goodwill resides in its Private Client Division ("PCD") and Corporate/Other operating segment.
+Added: The Company's goodwill resides in separate reporting units within its Wealth Management and Corporate/Other operating segments.
Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the estimated fair value of a reporting unit is less than its carrying amount.
−Removed: Goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
−Removed: Due to the volatility in the financial services sector and equity markets in general, determining whether an impairment of goodwill has occurred is increasingly difficult and requires management to exercise significant judgment.
−Removed: Goodwill within the Corporate/Other operating segment relates to the Company’s acquisition of BondWave LLC, which closed on December 29, 2023.
−Removed: Because the valuation of goodwill associated with this transaction was determined on the last business day of 2023, no impairment testing was deemed necessary.
−Removed: The Company's annual goodwill impairment analysis performed over the goodwill within the PCD reporting unit as of December 31, 2023 applied the same valuation methodologies with consistent inputs as that performed as of December 31, 2022.
−Removed: In estimating the fair value of the PCD reporting unit, the Company uses traditional standard valuation methods, including the market comparable approach and income approach.
−Removed: The market comparable approach is based on comparisons of the subject company to public companies whose stocks are actively traded ("Price Multiples") or to similar companies engaged in an actual
+Added: Goodwill of a reporting unit is required to be tested for impairment between
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: merger or acquisition ("Precedent Transactions").
−Removed: As part of this process, multiples of value relative to financial variables, such as earnings or stockholders' equity, are developed and applied to the appropriate financial variables of the subject company to indicate its value.
+Added: annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
+Added: Due to the volatility in the financial services sector and equity markets in general, determining whether an impairment of goodwill has occurred is increasingly difficult and requires management to exercise significant judgment.
+Added: Goodwill within the Corporate/Other operating segment largely relates to the Company’s acquisition of BondWave LLC, which closed on December 29, 2023.
+Added: The Company's annual goodwill impairment analysis performed as of December 31, 2024 over the goodwill within the Private Client Division ("PCD") reporting unit, a separate reporting unit within Wealth Management, applied the same valuation methodologies with consistent inputs as that performed as of December 31, 2023.
+Added: In estimating the fair value of the reporting units, the Company uses traditional standard valuation methods, including the market comparable approach and income approach.
+Added: The market comparable approach is based on comparisons of the subject company to public companies whose stocks are actively traded ("Price Multiples") or to similar companies engaged in an actual merger or acquisition ("Precedent Transactions").
+Added: As part of this process, multiples of value relative to financial variables, such as earnings, revenue, EBITDA or stockholders' equity, are developed and applied to the appropriate financial variables of the subject company to indicate its value.
The income approach involves estimating the present value of the subject company's future cash flows by using projections of the cash flows that the business is expected to generate, and discounting these cash flows at a given rate of return ("Discounted Cash Flow" or "DCF").
1 unchanged sentence
In its Price Multiples valuation analysis, the Company uses various operating metrics of comparable companies, including revenues, after-tax earnings, and EBITDA as well as price-to-book value ratios at a point in time.
−Removed: The Company analyzes prices paid in Precedent Transactions that are comparable to the business conducted in the PCD.
−Removed: The DCF analysis includes the Company's assumptions regarding discount rate, growth rates of the PCD's revenues, expenses, EBITDA, and capital expenditures, adjusted for current economic conditions and expectations.
+Added: The Company analyzes prices paid in Precedent Transactions that are comparable to the business conducted in each of the reporting units.
+Added: The DCF analysis includes the Company's assumptions regarding discount rate, growth rates of the reporting unit's revenues, expenses, EBITDA, and capital expenditures, adjusted for current economic conditions and expectations.
The Company weighs each of the three valuation methods equally in its overall valuation.
−Removed: Given the subjectivity involved in selecting which valuation method to use, the corresponding weightings, and the input variables for use in the analyses, it is possible that a different valuation model and the selection of different input variables could produce a materially different estimate of the fair value of the PCD reporting unit.
+Added: Given the subjectivity involved in selecting which valuation method to use, the corresponding weightings, and the input variables for use in the analyses, it is possible that a different valuation model and the selection of different input variables could produce a materially different estimate of the fair value of the respective reporting unit.
Intangible Assets
−Removed: Indefinite intangible assets are comprised of trademarks, trade names and an Internet domain name.
−Removed: These intangible assets carried at $ 32.7 million, which are not amortized, are subject to at least an annual test for impairment to determine if the estimated fair value is less than their carrying amount.
+Added: I ntangible assets are primarily comprised of trademarks, trade names and an Internet domain name, carried on the balance sheet at $ 35.7 million.
+Added: Indefinite intangible assets are subject to at least an annual test for impairment to determine if the estimated fair value is less than their carrying amount.
The fair value of the trademarks and trade names was substantially in excess of their carrying value as of December 31, 2024.
−Removed: Defined-lived intangible assets are comprised of developed technology and customer relationships.
+Added: Defined-lived intangible assets are comprised of software licenses, developed technology and customer relationships.
These intangible assets carried at $ 2.9 million are amortized over their estimated lives and are periodically evaluated for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable from future undiscounted cash flows.
Share-Based Compensation Plans
−Removed: As part of the compensation to employees and directors, the Company uses stock-based compensation, consisting of restricted stock, stock options and stock appreciation rights.
−Removed: In accordance with ASC Topic 718, "Compensation - Stock Compensation," the Company classifies the stock options and restricted stock awards as equity awards, which requires the compensation cost to be recognized in the consolidated income statements over the requisite service period of the award at grant date fair value and adjusted for actual forfeitures.
+Added: As part of the compensation to employees and directors, the Company uses stock-based compensation, consisting of restricted stock and stock appreciation rights.
+Added: In accordance with ASC Topic 718, "Compensation - Stock Compensation," the Company classifies the restricted stock awards as equity awards, which requires the compensation cost to be recognized in the consolidated income statements over the requisite service period of the award at grant date fair value and adjusted for actual forfeitures.
The fair value of restricted stock awards is determined based on the grant date closing price of the Company's Class A non-voting common stock ("Class A Stock") adjusted for the present value of the dividend to be received upon vesting.
1 unchanged sentence
Key assumptions used to estimate the fair value include the expected term and the expected volatility of the Company's Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company's expected annual dividend yield.
−Removed: The Company classifies stock appreciation rights ("OARs") as liability awards, which requires the fair value to be remeasured at each reporting period until the award vests.
+Added: The Company classifies stock appreciation rights ("OARs") as liability awards, which requires the fair value to be remeasured through earnings at each reporting period until the award vests.
The fair value of OARs is also determined using the Black-Scholes model at the end of each reporting period.
The compensation cost is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Revenue Recognition
−Removed: Customers' securities and commodities transactions are reported on a settlement date basis, which is generally two business days after trade date for securities transactions and one day for commodities transactions.
+Added: Customers' securities transactions are reported on a settlement date basis, which is generally one business day after trade date for securities transactions.
Related commission income and expense is recorded on a trade date basis.
3 unchanged sentences
Realized and unrealized changes in fair value are recognized in principal transactions, net in the period in which the change occurs.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Investment Banking Fees
7 unchanged sentences
Asset Management
−Removed: Asset management fees are generally recognized over the period the related service is provided based on the account value at the valuation date per the respective asset management agreements.
+Added: Asset management advisory fees are generally recognized over the period the related service is provided based on the account value at the valuation date per the respective asset management agreements.
In certain circumstances, OAM is entitled to receive performance (or incentive) fees when the return on assets under management ("AUM") exceeds certain benchmark returns or other performance targets.
1 unchanged sentence
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.
−Removed: Asset management fees and performance fees are included in advisory fees in the consolidated income statements.
+Added: Asset management advisory fees and performance fees are included in advisory fees in the consolidated income statements.
Assets under management are not included as assets of the Company.
10 unchanged sentences
Securities borrowed transactions require the Company to deposit cash or other collateral with the lender.
−Removed: The Company receives cash or collateral in an amount generally in excess of the market value of securities loaned.
+Added: The Company receives cash or
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: collateral in an amount generally in excess of the market value of securities loaned.
The Company monitors the market value of securities borrowed and loaned on a daily basis and may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.
2 unchanged sentences
Receivables from and payables to customers include balances arising from customer securities and margin transactions.
−Removed: Receivables from customers are recorded when margin loans are extended to customers and are recorded on a settlement date
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
+Added: Receivables from customers are recorded when margin loans are extended to customers and are recorded on a settlement date basis.
Payables to customers are recorded when customers deposit cash into their accounts and are recorded on a settlement date basis.
2 unchanged sentences
The resulting interest income and expense for these arrangements are included in interest income and interest expense in the consolidated income statements.
−Removed: Additionally, the Company elected the fair value option for repurchase agreements and reverse repurchase agreements that do not settle overnight or have an open settlement date.
The Company presents the reverse repurchase and repurchase transactions on a net-by-counterparty basis when the specific offsetting requirements are satisfied.
18 unchanged sentences
revenue and expenses at average rates for the period;
−Removed: gains or losses resulting from translating foreign
−Removed: currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive income in the consolidated balance sheets.
+Added: and gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive income in the consolidated balance sheets.
The functional currency of the overseas operations is the local currency in each location except for Oppenheimer Europe Ltd.
2 unchanged sentences
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
2 unchanged sentences
In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The Company records uncertain tax positions on the basis of a two-step process whereby it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
4 unchanged sentences
On October 26, 2021, OPY Acquisition Corp.
−Removed: I (“OHAA”) consummated its $ 126.5 million initial public offering (the “OHAA IPO”).
−Removed: 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: OPY Acquisition LLC I (the “Sponsor”), a Delaware series limited liability company and the Company’s subsidiary, is the sponsor of OHAA.
−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 the Sponsor are recorded in the Company's consolidated financial statements.
−Removed: 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, were 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: I (“OHAA”), a special purpose acquisition company, consummated its $ 126.5 million initial public offering (the “OHAA IPO”).
+Added: OPY Acquisition LLC I (the “Sponsor”), a Delaware series limited liability company and the Company’s subsidiary, was the sponsor of and consolidated OHAA.
+Added: Upon IPO completion, funds totaling $ 127.8 million, including proceeds from the OHAA IPO of $ 126.5 million and $ 1.3 million of investment from the Sponsor, were 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.
On October 26, 2023, OHAA’s stockholders approved an amendment to its certificate of incorporation to extend the deadline by which it must complete its initial business combination from October 30, 2023 to June 30, 2024 on a month-to-month basis.
−Removed: However, a fter careful consideration of the current SPAC market and after having completed an extensive search, OHAA determined it would be unable to deliver and fund a high quality value enhancing transaction to stockholders despite the extension.
−Removed: Therefore, on December 18, 2023, OHAA determined not to further extend the term it has to complete an initial business combination and instead announced its intention to dissolve and liquidate.
+Added: In the fourth quarter of 2023, after careful consideration of the special purpose acquisition company market and after having completed an extensive search, OHAA determined it would be unable to deliver and fund a high quality value enhancing transaction to stockholders despite the extension.
+Added: Therefore, on December 18, 2023, OHAA determined not to further extend the term it had to complete an initial business combination and instead announced its intention to dissolve and liquidate.
On December 28, 2023, all OHAA Class A ordinary shares were cancelled with shareholders receiving their respective share redemption amounts.
Accordingly, there were no “Redeemable non-controlling interests” or restricted cash balances associated with the publicly held OHAA Class A ordinary shares recorded on the Company’s consolidated balance sheet as of December 31, 2023.
−Removed: The remaining steps of OHAA’s dissolution are expected to be completed in the first quarter of 2024.
+Added: OHAA was dissolved in March 2024.
Oppenheimer Principal Investments LLC
2 unchanged sentences
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.
−Removed: 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: 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
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: purchase of an investment or consideration earned in lieu of an investment banking fee or other transaction fee.
+Added: Employees who become members of a Series receive a "profit interest", as that term is used in 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.
1 unchanged sentence
Additionally, 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
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: through Oppenheimer Alternative Investment Management (“OAIM”), the managing member of OPI and a subsidiary of OAM.
+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.
Pursuant to the Company’s policy for consolidation, the Company consolidates OPI.
−Removed: Non-controlling Interests
−Removed: Non-controlling interests represents ownership interests in the Sponsor of OHAA.
−Removed: For the year ended December 31, 2023, the net gain (net of taxes) attributed to non-controlling interests was $ 93,000 .
−Removed: For the year ended December 31, 2022, the net loss (net of taxes) attributed to non-controlling interests was$ 241,000 .
−Removed: Restricted Cash
−Removed: Restricted cash represents OHAA deposits held in trust.
−Removed: Since these deposits were returned to OHAA’s Class A shareholders as indicated above, there was no restricted cash as of December 31, 2023.
On December 29, 2023, the Company acquired 100 % of the membership interests of BondWave LLC, a cloud-based financial markets software as a service provider that offers institutions active in fixed income markets with an integrated suite of portfolio analytics, transaction analytics and proprietary data solutions.
Under the terms of the agreement, the Company paid approximately $ 3.6 million on closing, with the potential for additional contingent payments to be made within 18 months after the closing date.
−Removed: The Company accounted for the acquisition under the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” The Company allocated $ 4.3 million of the purchase price to goodwill, $ 2.2 million to definite-lived intangible assets, $ 625 thousand to cash acquired and the remainder to other assets acquired and liabilities assumed as part of the acquisition.
+Added: The Company allocated $ 4.3 million of the purchase price to goodwill, $ 2.2 million to definite-lived intangible assets, $ 625,000 to cash acquired and the remainder to other assets acquired and liabilities assumed as part of the acquisition accounted under ASC 805 ,“Business Combinations” ("ASC 805").
The goodwill, which has been allocated to the “Corporate/Other” segment, primarily reflects the expected synergies of combining the scalable software platform with Oppenheimer’s broader client base.
+Added: On November 12, 2024, BondWave LLC acquired substantially all the assets of Bitvore Corp.’s (“Bitvore”) municipal bond data analytics business for $ 2.35 million in cash.
+Added: Bitvore’s platform uses machine learning and artificial intelligence to provide municipal bond data analysis, news and information to financial institutions.
+Added: The Company accounted for the acquisition under the acquisition method of accounting in accordance with ASC 805.
+Added: The goodwill associated with this acquisition has been allocated to the “Corporate/Other” segment and reflects expected synergies when coupled with BondWave LLC’s existing platform and client base.
Financial Instruments - Credit Losses
3 unchanged sentences
See note 9 for details.
−Removed: As of December 31, 2023, the Company has $ 62.6 million of notes receivable.
−Removed: Notes receivable primarily represents 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.
+Added: As of December 31, 2024, the Company had $ 67.9 million of notes receivable ($ 62.6 million as of December 31, 2023).
+Added: 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.
These notes generally amortize over a service period of 3 to 9 years from the initial date of the note or based on productivity levels of employees.
1 unchanged sentence
The unforgiven portion of the notes becomes due on demand in the event the employee departs during the service period.
−Removed: At this point any uncollected portion of the notes gets reclassified into a defaulted notes category.
+Added: At that point, any uncollected portion of the notes is reclassified into a defaulted notes category.
The allowance for uncollectibles is a valuation account that is deducted from the amortized cost basis of the defaulted notes balance to present the net amount expected to be collected.
2 unchanged sentences
The expected loss rate is based on historical collection rates of defaulted notes.
−Removed: The expected loss rate is adjusted for changes in environmental and market conditions such as changes in unemployment rates, changes in interest rates and other relevant factors.
+Added: The expected loss rate is adjusted for changes in environmental and market conditions such as changes in unemployment rates, changes in interest rates and/or other relevant factors.
For the year ended December 31, 2024, no adjustments were made to the expected loss rates.
3 unchanged sentences
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 December 31, 2023, the uncollected balance of defaulted notes was $ 7.1 million and the allowance for uncollectibles was $ 3.9 million.
+Added: As of December 31, 2024, the balance of defaulted notes was $ 5.0 million and the allowance for uncollectibles was $ 2.8 million.
The allowance for uncollectibles consisted of $ 1.3 million related to defaulted notes balances (five years and older) and $ 1.5 million (under five years).
8 unchanged sentences
$ 3,869 $ 4,327
−Removed: Additions and other adjustments
−Removed: ( 458 ) ( 596 )
+Added: Write-offs ( 1,901 ) ( 1,420 )
+Added: Recoveries $ 847 $ 962
Ending balance
1 unchanged sentence
The Company has operating leases for office space and equipment expiring at various dates through 2034.
−Removed: 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.
+Added: 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 Company 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.
In addition, the Company has 88 retail branch offices in the United States as well as offices in London, England, St.
−Removed: Helier, Isle of Jersey, Geneva, Switzerland, Munich, Germany, Tel Aviv, Israel and Hong Kong, China.
+Added: Helier, Isle of Jersey, Geneva, Switzerland, Tel Aviv, Israel and Hong Kong, China.
The Company is constantly assessing its needs for office space and, on a rolling basis, has many leases that expire in any given year.
−Removed: 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.
+Added: Substantially all of the leases are held by the Company's subsidiary, Viner Finance Inc., which is a wholly owned subsidiary of the Company.
Leases with an initial term of 12 months or less are not recorded on the balance sheet;
2 unchanged sentences
The Company did not include the renewal options as part of the right of use assets and liabilities.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The depreciable life of assets and leasehold improvements is limited by the expected lease term.
The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
As of December 31, 2024, the Company had right-of-use operating lease assets of $ 133.8 million (net of accumulated amortization of $ 118.3 million) which are comprised of real estate leases of $ 131.4 million (net of accumulated amortization of $ 115.7 million) and equipment leases of $ 2.4 million (net of accumulated amortization of $ 2.6 million).
2 unchanged sentences
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.
−Removed: The Company used the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date.
−Removed: The Company used the incremental borrowing rate as of the lease commencement date for the operating leases that commenced subsequent to January 1, 2019.
The following table presents the weighted average lease term and weighted average discount rate for the Company's operating leases as of December 31, 2024 and December 31, 2023, respectively:
27 unchanged sentences
($ 5.8 million as of December 31, 2023).
−Removed: Revenues from contracts with customers
+Added: Revenue from contracts with customers
Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised goods or services to customers.
10 unchanged sentences
Commissions from Sales and Trading — The Company earns commission revenue by executing, settling and clearing transactions with clients primarily in exchange-traded and over-the-counter corporate equity and debt securities, money market instruments and exchange-traded options and futures contracts.
−Removed: A substantial portion of Company's revenue is derived from commissions from private clients through accounts with transaction-based pricing.
+Added: A substantial portion of the Company's revenue is derived from commissions from private clients through accounts with transaction-based pricing.
Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract.
Commission revenue associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, is recognized at a point in time on trade date when the performance obligation is satisfied.
+Added: Commission revenue is generally paid on settlement date, which is generally one business day after trade date.
+Added: The Company records a receivable on the trade date and receives a payment on the settlement date.
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: Commission revenue is generally paid on settlement date, which is generally two business days after trade date for equity securities and corporate bond transactions and one day for government securities, options and commodities transactions.
−Removed: The Company records a receivable on the trade date and receives a payment on the settlement date.
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.
−Removed: The Company recognizes mutual fund income at a point in time on trade date when the performance obligation is satisfied which is when the mutual fund interest is sold to the investor.
+Added: The Company recognizes mutual fund income at a point in time on the trade date when the performance obligation is satisfied which is when the mutual fund interest is sold to the investor.
The ongoing distribution fees for distributing investment products from mutual fund companies are generally considered variable consideration because they are based on the value of AUM and are uncertain on trade date.
22 unchanged sentences
Fees are earned over time and are generally received within 30 days.
−Removed: 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 years ended December 31, 2023 and 2022:
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
+Added: Disaggregation of Revenue
+Added: The following presents the Company's revenue from contracts with customers disaggregated by major business activity and other sources of revenue for the years ended December 31, 2024 and 2023:
For the Year Ended December 31, 2024
Reportable Segments
−Removed: Private Client Asset Management Capital Markets Corporate/Other Total
−Removed: Revenues from contracts with customers:
+Added: Wealth Management Capital Markets Corporate/Other Total
+Added: Revenue from contracts with customers:
Commissions from sales and trading $ 188,783 $ 188,113 $ 14 $ 376,910
−Removed: Mutual fund income 31,457 — 7 16 31,480
+Added: Mutual fund and insurance income 32,775 4 21 32,800
Advisory fees 483,391 — 42 483,433
3 unchanged sentences
Other 12,837 2,864 4,987 20,688
−Removed: Total revenues from contracts with customers 701,537 96,258 274,271 434 1,072,500
+Added: Total revenue from contracts with customers 867,757 356,227 5,064 1,229,048
Other sources of revenue:
6 unchanged sentences
Reportable Segments
−Removed: Private Client Asset Management Capital Markets Corporate/Other Total
−Removed: Revenues from contracts with customers:
+Added: Wealth Management Capital Markets Corporate/Other Total
+Added: Revenue from contracts with customers:
Commissions from sales and trading $ 155,039 $ 162,706 $ 23 $ 317,768
−Removed: Mutual fund income 31,173 — 8 26 31,207
+Added: Mutual fund and insurance income 31,457 7 16 31,480
Advisory fees 415,450 — 229 415,679
3 unchanged sentences
Other 15,499 1,436 166 17,101
−Removed: Total revenues from contracts with customers 647,342 99,224 299,982 610 1,047,158
+Added: Total revenue from contracts with customers 797,795 274,271 434 1,072,500
Other sources of revenue:
4 unchanged sentences
Total revenue $ 890,187 $ 345,897 $ 12,741 $ 1,248,825
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Contract Assets and Liabilities
2 unchanged sentences
Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The Company had receivables related to revenue from contracts with customers of $ 46.2 million and $ 39.9 million at December 31, 2024 and December 31, 2023, respectively.
The Company had no significant impairments related to these receivables during the years ended December 31, 2024 and 2023.
−Removed: As of December 31, 2023 and December 31, 2022, the Company had no contract assets.
−Removed: 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.
−Removed: Total deferred revenue was $ 1,118,000 and $ 900,000 for years ended December 31, 2023 and 2022, respectively.
+Added: Deferred revenue relates to IRA fees received annually in advance on customers' IRA accounts managed by the Company, software license fees received upfront from customers 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 $ 930,000 and $ 1,118,000 for the years ended December 31, 2024 and 2023, respectively.
The following presents the Company's receivables and deferred revenue balances from contracts with customers, which are included in other assets and other liabilities, respectively, on the consolidated balance sheet:
3 unchanged sentences
$ 4,408 $ 4,554
−Removed: Mutual fund income (2)
+Added: Mutual fund and insurance income (2)
Advisory fees (3)
1 unchanged sentence
Investment banking fees (5)
+Added: 14,798 12,847
Other 5,124 6,126
2 unchanged sentences
Investment Banking fees (6)
+Added: Software license fees (7)
$ 930 $ 1,118
−Removed: Total deferred revenue $ 1,118 $ 900
−Removed: (1) Commission recorded on trade date but not yet settled.
−Removed: (2) Mutual fund income earned but not yet received.
+Added: (1) Commission earned but not yet received.
+Added: (2) Mutual fund and insurance income earned but not yet received.
(3) Management and performance fees earned but not yet received.
3 unchanged sentences
yet been satisfied.
+Added: (7) Software license fees received upfront from customers and recognized ratably over the contract period.
Contract Costs
12 unchanged sentences
Clearing organizations and other (1)
+Added: 33,142 30,789
+Added: Other 3,213 —
Total $ 241,478 $ 284,696
4 unchanged sentences
Clearing organizations and other (2)
−Removed: 52,647 166,394
Total $ 253,816 $ 361,890
−Removed: (1) The balances are primarily related to a trade/settlement date adjustment for positions in inventory.
+Added: (1) As of December 31, 2024, approximately $ 15.4 million of this balance represents a receivable for trades executed, but not yet settled.
+Added: (2) As of December 31, 2023, approximately $ 48.4 million of this balance represents a payable for trades executed, but not yet settled.
Fair value measurements
−Removed: Securities owned, securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period.
−Removed: Valuation Techniques
−Removed: A description of the valuation techniques applied and inputs used in measuring the fair value of the Company's financial instruments is as follows:
−Removed: Government Obligations
−Removed: Treasury securities are valued using quoted market prices obtained from active market makers and inter-dealer brokers.
−Removed: Agency Obligations
−Removed: 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, quoted market prices for comparable securities or discounted cash flow models.
−Removed: 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.
−Removed: Sovereign Obligations
−Removed: The fair value of sovereign obligations is determined based on quoted market prices when available or a valuation model that generally utilizes interest rate yield curves and credit spreads as inputs.
−Removed: Corporate Debt and Other Obligations
−Removed: The fair value of corporate bonds is estimated using recent transactions, broker quotations and bond spread information.
+Added: Securities owned, securities sold but not yet purchased, investments, derivative contracts and certain loans are carried at fair value with changes in fair value recognized in earnings each period.
+Added: Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.
+Added: A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments, as well as the general classification of such instruments pursuant to the valuation hierarchy, are as follows:
+Added: The Company determines the fair value of securities (both long and short) primarily based on pricing sources with reasonable levels of price transparency.
+Added: Where unadjusted quoted prices for identical assets or liabilities are available in an active market, we classify the securities within Level 1 of the valuation hierarchy.
+Added: Level 1 securities include U.S.
+Added: Treasury securities, money market funds and corporate equities.
+Added: If quoted market prices are unavailable, fair values are generally determined using pricing models which incorporate market observable inputs, such as benchmark yields, recently executed transaction prices, issuer spreads, reported trades, bids, offers and other reference data.
+Added: Examples of such instruments, which are typically classified within Level 2 of the valuation hierarchy, include U.S.
+Added: Agency securities, sovereign obligations, corporate debt and other obligations, mortgage and other asset-backed securities, municipal obligations, money market funds and convertible bonds.
+Added: In limited situations where there is reduced activity or less observability around inputs to the valuation, we classify those securities in Level 3 of the valuation hierarchy.
+Added: The Company has valued the ARS securities owned at the tender offer price and categorized them in Level 3 of the fair value hierarchy due to the illiquid nature of the securities and the period of time since the last tender offer.
+Added: As of December 31, 2024 and December 31, 2023, the Company had $ 2.7 million and $ 2.7 million respectively, of auction rate securities in Level 3 assets.
+Added: Derivative financial instruments
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: Mortgage and Other Asset-Backed Securities
−Removed: 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.
−Removed: When specific external pricing is not observable, the valuation is based on yields and spreads for comparable bonds.
−Removed: Municipal Obligations
−Removed: The fair value of municipal obligations is estimated using recently executed transactions, broker quotations, and bond spread information.
−Removed: Convertible Bonds
−Removed: The fair value of convertible bonds is estimated using recently executed transactions and dollar-neutral price quotations, where observable.
−Removed: When observable price quotations are not available, fair value is determined based on cash flow models using yield curves and bond spreads as key inputs.
−Removed: Corporate Equities
−Removed: Equity securities and options are generally valued based on quoted prices from the exchange or market where traded.
−Removed: To the extent quoted prices are not available, fair values are generally derived using bid/ask spreads.
−Removed: Auction Rate Securities ("ARS")
−Removed: As of December 31, 2023, the Company owned $ 2.7 million of ARS.
−Removed: This represents the amount that the Company holds as a result of ARS buybacks in previous years.
−Removed: The Company has valued the ARS securities owned at the tender offer price and categorized them in Level 3 of the fair value hierarchy due to the illiquid nature of the securities and the period of time since the last tender offer.
−Removed: The fair value of ARS is particularly sensitive to movements in interest rates.
−Removed: However, an increase or decrease in short-term interest rates may or may not result in a higher or lower tender offer in the future or the tender offer price may not provide a reasonable estimate of the fair value of the securities.
−Removed: In such cases, other valuation techniques might be necessary.
−Removed: As of December 31, 2023, the Company had a valuation allowance totaling $ 0.2 million relating to ARS owned (which is included as a reduction to securities owned on the consolidated balance sheet).
+Added: The Company classifies exchange-traded derivative financial instruments such as futures contracts in Level 1 of the valuation hierarchy.
+Added: Some of our derivative positions, such as to-be-announced securities, are valued using models that use observable market parameters, and we classify them in Level 2 of the valuation hierarchy.
+Added: The fair value of loans is estimated using recently executed transactions and current price quotations, which are usually observable.
+Added: When observable pricing information is not available, fair value is generally determined based on cash flow models using discounted cash flow models, competitor comparable data and other valuation metrics.
+Added: The Company owns an equity method investment in a financial technologies firm.
+Added: The Company elected the fair value option for this investment and it is included in other assets on the consolidated balance sheet.
+Added: The Company determined the fair value of the investment based on an implied market-multiple approach and observable market data, including comparable company transactions.
+Added: As of December 31, 2024, the fair value of the investment was $ 5.9 million and was categorized in Level 2 of the fair value hierarchy.
+Added: Trade claims are categorized in Level 3 of the fair value hierarchy due to the illiquid nature of the claims and the period of time since the executed prices.
+Added: As of December 31, 2024, Company had $ 2.7 million of trade claims in level 3 assets.
+Added: Financial instruments measured at Net Asset Value ("NAV")
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.
+Added: There are no readily available market quotations for these investments.
The Company records these investments within other assets and uses the net asset value of the underlying fund as a basis for estimating the fair value of its investment unless another method provides a better indicator of fair value.
Changes in the fair value of these investments are reflected within other income in the consolidated financial statements.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
The following table provides information about the Company's investments in Company-sponsored funds as of December 31, 2024:
9 unchanged sentences
$ 5,373 $ 1,314
−Removed: (1) Includes investments in hedge funds and hedge fund of funds that pursue long/short, event-driven, and activist
−Removed: (2) Includes private equity funds and private equity fund of funds with diversified portfolios focusing on but not
−Removed: limited to technology companies, venture capital and global natural resources.
+Added: (1) Hedge funds represent investments in credit driven strategies.
+Added: (2) Private equity funds include portfolios focused on technology, infrastructure, real estate, natural resources and specific co- investment opportunities.
The following table provides information about the Company's investments in Company-sponsored funds as of December 31, 2023:
9 unchanged sentences
$ 5,518 $ 2,367
−Removed: (1) Includes investments in hedge funds and hedge fund of funds that pursue long/short, event-driven, and activist
+Added: (1) Hedge funds represent investments in credit driven strategies.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
(2) Includes private equity funds and private equity fund of funds with diversified portfolios, focusing on but not
limited to technology companies, venture capital and global natural resources.
−Removed: The Company owns an investment in a financial technologies firm.
−Removed: The Company elected the fair value option for this investment and it is included in other assets on the consolidated balance sheet.
−Removed: 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 December 31, 2023, the fair value of the investment was $ 7.1 million and was categorized in Level 2 of the fair value hierarchy.
Assets and Liabilities Measured at Fair Value
The Company's assets and liabilities, recorded at fair value on a recurring basis, as of December 31, 2024 and 2023, have been categorized based upon the above fair value hierarchy as follows:
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024
16 unchanged sentences
978 17,005 — 17,983
−Removed: Securities purchased under agreements to resell — 5,842 — 5,842
−Removed: Derivative contracts:
−Removed: Futures 2 — — 2
−Removed: TBAs — 11 — 11
−Removed: Derivative contracts, total $ 2 $ 11 $ — $ 13
+Added: Trade claims (1)
Total $ 1,055,893 $ 96,147 $ 5,336 $ 1,157,376
+Added: Securities sold but not yet purchased:
Treasury securities $ 82,767 $ — $ — $ 82,767
+Added: Agency securities — 4 — 4
Corporate debt and other obligations — 11 — 11
−Removed: Mortgage and other asset-backed securities — 2 — 2
Convertible bonds — 4,998 — 4,998
2 unchanged sentences
Derivative contracts:
−Removed: Futures 735 — — 735
+Added: 1,071 — — 1,071
Derivative contracts, total 1,071 — — 1,071
1 unchanged sentence
(1) Included in other assets on the consolidated balance sheet.
+Added: (2) Included in receivable/payable to brokers, dealers and clearing organizations.
OPPENHEIMER HOLDINGS INC.
8 unchanged sentences
Agency securities — 2 — 2
−Removed: Sovereign obligations — 9,502 — 9,502
Corporate debt and other obligations — 5,769 — 5,769
3 unchanged sentences
Corporate equities 27,170 — — 27,170
+Added: Money markets 5,400 217 — 5,617
Auction rate securities — — 2,713 2,713
2 unchanged sentences
1,872 16,913 — 18,785
+Added: Securities purchased under agreements to resell — 5,842 5,842
Derivative contracts:
+Added: Futures 2 — — 2
TBAs — 11 — 11
+Added: Derivative contracts, total 2 11 — 13
Total $ 764,579 $ 87,449 $ 2,713 $ 854,741
1 unchanged sentence
Treasury securities $ 14,603 $ — $ — $ 14,603
−Removed: Agency securities — 3 — 3
−Removed: Sovereign obligations — 9,048 — 9,048
Corporate debt and other obligations — 1,508 — 1,508
+Added: Mortgage and other asset-backed securities — 2 — 2
Convertible bonds — 2,136 — 2,136
3 unchanged sentences
Futures 735 — — 735
−Removed: TBAs — 1,761 — 1,761
Derivative contracts, total 735 2 — 737
1 unchanged sentence
(1) Included in other assets on the consolidated balance sheet.
+Added: (2) Included in receivable/payable to brokers, dealers and clearing organizations.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023:
6 unchanged sentences
In / (Out) Ending
+Added: Trade claims — — 1,427 — 1,257 2,684
Auction rate securities (1)
2 unchanged sentences
(2) Included in principal transactions in the consolidated income statement.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
(Expressed in thousands)
9 unchanged sentences
(2) Included in principal transactions in the consolidated income statement.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Financial Instruments Not Measured at Fair Value
7 unchanged sentences
Cash and cash equivalents $ 33,150 $ 33,150 $ — $ — $ 33,150
−Removed: Deposits with clearing organization 43,917 43,917 — — 43,917
+Added: Deposits with clearing organizations 70,838 70,838 — — 70,838
Receivable from brokers, dealers and clearing organizations:
6 unchanged sentences
Notes receivable, net 67,931 — 67,931 — 67,931
+Added: Corporate-owned life insurance 98,828 98,828 98,828
Investments (1)
1,634 — 1,634 — 1,634
−Removed: (1) The cash surrender value of Company-owned life insurance policies, which fluctuates based on changes in fair
−Removed: value of the policies’ underlying investments, comprises approximately $ 89 million of this balance.
−Removed: is included within other assets on the consolidated balance sheet.
+Added: (1) Included within other assets on the consolidated balance sheet.
OPPENHEIMER HOLDINGS INC.
3 unchanged sentences
Drafts payable $ 21,661 $ 21,661 $ — $ — $ 21,661
+Added: Bank call loans $ 252,100 $ — $ 252,100 $ — $ 252,100
Payables to brokers, dealers and clearing organizations:
6 unchanged sentences
Securities sold under agreements to repurchase 931,754 — 931,754 — 931,754
−Removed: Senior secured notes 113,050 — 109,838 — 109,838
Assets and liabilities not measured at fair value as of December 31, 2023
2 unchanged sentences
Cash and cash equivalents $ 28,835 $ 28,835 $ — $ — $ 28,835
−Removed: Restricted cash 25,534 25,534 — — 25,534
Deposits with clearing organization 43,917 43,917 — — 43,917
7 unchanged sentences
Notes receivable, net 62,640 — 62,640 — 62,640
+Added: Corporate-owned life insurance 88,989 88,989 88,989
Investments (1)
2,010 — 2,010 — 2,010
−Removed: (1) The cash surrender value of Company-owned life insurance policies, which fluctuates based on changes in fair
−Removed: value of the policies’ underlying investments, comprises approximately $ 77 million of this balance.
−Removed: is included within other assets on the consolidated balance sheet.
+Added: (1) Included within other assets on the consolidated balance sheet.
OPPENHEIMER HOLDINGS INC.
2 unchanged sentences
Carrying Value Level 1 Level 2 Level 3 Total
+Added: Drafts payable $ 9,002 $ 9,002 $ — $ — $ 9,002
Payables to brokers, dealers and clearing organizations:
15 unchanged sentences
Such hedges have not been designated as accounting hedges.
−Removed: Unrealized gains and losses on foreign exchange forward contracts are recorded in other assets or other liabilities on the consolidated balance sheet and other income in the consolidated income statement.
+Added: Any unrealized gains and losses on foreign exchange forward contracts are recorded in other assets or other liabilities on the consolidated balance sheet and other income in the consolidated income statement.
Derivatives used for trading and investment purposes
18 unchanged sentences
Other contracts TBAs $ 360 $ —
−Removed: Commodity contracts
−Removed: Futures 5,000 2
Derivatives not designated as hedging instruments (1)
10 unchanged sentences
Other contracts TBAs $ 3,700 $ 11
−Removed: Forward reverse repurchase agreements 15,000 —
−Removed: $ 17,050 $ 1,762
+Added: Commodity contracts Futures 5,000 2
Derivatives not designated as hedging instruments (1)
11 unchanged sentences
For the Year Ended December 31, 2024
−Removed: Types Description Location Net Gain
+Added: Types Description Location Net Gain (Loss)
Commodity contracts Futures Principal transactions revenue $ 3,083
4 unchanged sentences
For the Year Ended December 31, 2023
−Removed: Types Description Location Net Gain (Loss)
+Added: Types Description Location Net Gain
Commodity contracts Futures Principal transactions revenue $ 2,842
8 unchanged sentences
Bank call loans are generally payable on demand and bear interest at various rates.
−Removed: As of December 31, 2023 and 2022, the outstanding balance of bank call loans was zero .
+Added: As of December 31, 2024 and 2023, the outstanding balance of bank call loans was $ 252.1 million and 0 , respectively.
+Added: As of December 31, 2024, such loans with commercial banks were collateralized by the Company's securities and margin account securities with market values of approximately $ 43.0 million and $ 238.4 million, respectively.
As of December 31, 2024, the Company had approximately $ 1.9 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has re-pledged approximately $ 187.5 million under securities loan agreements.
11 unchanged sentences
Repurchase agreements:
−Removed: Government and Agency securities $ 643,410
+Added: Treasury securities $ 999,809
Securities loaned:
41 unchanged sentences
Total $ 167,482 $ ( 3,028 ) $ 164,454 $ ( 149,946 ) $ — $ 14,508
+Added: 1) Included in receivable from brokers, dealers and clearing organizations on the consolidated balance sheet.
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: (1) Included in receivable from brokers, dealers and clearing organizations on the consolidated balance
Gross Amounts Not Offset
15 unchanged sentences
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 $ 689.4 million, as presented on the face of the consolidated balance sheet as of December 31, 2023 ($ 175.7 million as of December 31, 2022).
+Added: The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $ 1.0 billion, as presented on the face of the consolidated balance sheet as of December 31, 2024 ($ 689.4 million as of December 31, 2023).
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.
6 unchanged sentences
The Company seeks to mitigate these risks by actively monitoring exposures and obtaining collateral as deemed appropriate.
−Removed: Included in receivable from brokers, dealers and clearing organizations as of December 31, 2023 are receivables f ro m three major U.S.
+Added: Included in receivable from brokers, dealers and clearing organizations as of December 31, 2024 were receivables f ro m three major U.S.
broker-dealers totaling approximately $ 82.9 million.
+Added: Included in receivable from customers as of December 31, 2024 were fully secured margin loans from our two largest customer accounts totaling approximately $ 666.1 million, comprising 52 % of total margin loans.
The Company is obligated to settle transactions with brokers and other financial institutions even if its clients fail to meet their obligations to the Company.
−Removed: Clients are required to complete their transactions on the settlement date, generally one to two business days after the trade date.
+Added: Clients are required to complete their transactions on the settlement date, generally one business day after the trade date.
If clients do not fulfill their contractual obligations, the Company may incur losses.
−Removed: The Company has clearing/participating arrangements with the National Securities Clearing Corporation, the Fixed Income Clearing Corporation ("FICC"), the Mortgage-Backed Securities Division (a division of FICC) and others.
+Added: The Company has clearing/participating arrangements with the National Securities Clearing Corporation, the Fixed Income Clearing Corporation ("FICC"), the Mortgage-Backed Securities Division (a division of FICC), the Options Clearing Corporation and others.
With respect to its business in reverse repurchase and repurchase agreements, substantially all open contracts as of December 31, 2024 are with the FICC .
4 unchanged sentences
Accordingly, the Company has credit exposures with these clearing brokers.
−Removed: The clearing brokers can re-hypothecate the
+Added: The clearing brokers can re-
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: securities held on behalf of the Company.
+Added: hypothecate the securities held on behalf of the Company.
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.
9 unchanged sentences
The subsidiaries' general and limited partnership interests and additional capital commitments represent its maximum exposure to loss.
−Removed: The subsidiaries' general partnership and limited partnership interests is included in other assets on the consolidated balance sheet.
−Removed: In addition, the Company serves as general partner of Oppenheimer Acquisition LLC I and Oppenheimer Acquisition LLC II (the "Sponsors").
−Removed: They are sponsors of two special purpose acquisition companies, OHAA and Oppenheimer Acquisition Corp.
+Added: The subsidiaries' general partnership and limited partnership interests are included in other assets on the consolidated balance sheet.
+Added: In addition, the Company previously served as general partner of Oppenheimer Acquisition LLC I and Oppenheimer Acquisition LLC II (the "Sponsors").
+Added: They were sponsors of two special purpose acquisition companies, OHAA and Oppenheimer Acquisition Corp.
II (the "SPACs”).
−Removed: Both the Sponsors and the SPACs are in the process of liquidating and dissolving, as indicated above.
−Removed: Until the liquidation and dissolutions are complete, the Sponsors and the SPACs will remain consolidated VIE's as the Company is the primary beneficiary.
+Added: Both the Sponsors and the SPACs have been liquidated.
See note 2 for further details.
−Removed: The following table sets forth the total assets and liabilities of VIE's consolidated on our consolidated balance sheet:
+Added: The following table sets forth the total assets and liabilities of VIEs consolidated on our consolidated balance sheet:
(Expressed in thousands)
29 unchanged sentences
(Expressed in thousands)
−Removed: Issued Maturity Date December 31, 2023 December 31, 2022
+Added: Issued December 31, 2024 December 31, 2023
5.50 % Senior Secured Notes
4 unchanged sentences
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.
−Removed: Interest on the Unregistered Notes is payable semi-annually on April 1st and October 1st.
The Company used the net proceeds from the offering of the Unregistered Notes, along with cash on hand, to redeem in full our 6.75 % Senior Secured Notes due July 1, 2022 (the "Old Notes") in the principal amount of $ 150.0 million (the Company 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: On November 23, 2020, we completed an exchange offer in which we exchanged 99.8 % of the Unregistered Notes for a like principal amount of Notes with identical terms, except that such new notes have been registered under the Securities Act.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: did not receive any proceeds in the exchange offer.
−Removed: The Notes will mature on October 1, 2025 and bear interest at a rate of 5.50 % per annum, payable semiannually on April 1st and October 1st, respectively, of each year.
−Removed: 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.
−Removed: The remaining $ 1.2 million was capitalized and is amortized over the term of the Notes.
−Removed: 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.
−Removed: 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.
−Removed: During the year-ended December 31, 2022, the Company repurchased and cancelled $ 10.95 million aggregate principal amount of its Notes in the open market.
−Removed: During the first quarter of 2023, the Company repurchased and cancelled an additional $ 1.0 million aggregate principal amount of its Notes in the open market.
−Removed: As of December 31, 2023, $ 113.05 million aggregate principal amount of the Notes remain outstanding.
−Removed: 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.
−Removed: These covenants are subject to a number of important exceptions and qualifications.
−Removed: These exceptions and qualifications include, among other things, a variety of provisions that are intended to allow the Company to continue to conduct its brokerage operations in the ordinary course of business.
−Removed: 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: 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):
−Removed: • limitation on indebtedness and issuances of preferred stock, which restricts the Parent’s ability to
−Removed: incur additional indebtedness or to issue preferred stock;
−Removed: • limitation on restricted payments, which generally restricts the Parent’s ability to declare certain
−Removed: dividends or distributions, repurchase its capital stock or to make certain investments;
−Removed: • limitation on dividends and other payment restrictions affecting restricted subsidiaries or Regulated
−Removed: Subsidiaries, which generally limits the ability of certain of the Parent’s subsidiaries to pay dividends
−Removed: or make other transfers;
−Removed: • limitation on future Subsidiary Guarantors (as hereinafter defined), which prohibits certain of the Parent’s
−Removed: subsidiaries from guaranteeing its indebtedness or indebtedness of any restricted subsidiary unless the Notes
−Removed: are comparably guaranteed;
−Removed: • limitation on transactions with shareholders and affiliates, which generally requires transactions among
−Removed: the Parent’s affiliated entities to be conducted on an arm’s-length basis;
−Removed: • limitation on liens, which generally prohibits the Parent and its restricted subsidiaries from granting
−Removed: liens unless the Notes are comparably secured;
−Removed: • limitation on asset sales, which generally prohibits the Parent and certain of its subsidiaries from selling
−Removed: assets or certain securities or property of significant subsidiaries.
−Removed: The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
−Removed: As of December 31, 2023, we believe that the Parent was in compliance with all of its covenants.
−Removed: 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.
−Removed: 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.
+Added: On November 23, 2020, we completed an exchange offer in which we exchanged 99.8 % of the Unregistered Notes for a like principal amount of notes (the "Notes") with identical terms, except that such new notes have been registered under the Securities Act of 1933, as amended (the "Securities Act").
+Added: We did not receive any proceeds in the exchange offer.
+Added: The Notes had a stated maturity of October 1, 2025 and bore interest at a rate of 5.50 % per annum, payable semiannually on April 1st and October 1st, respectively, of each year.
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
+Added: On September 19, 2024, the Company issued a notice of redemption to the holders of its Notes stating that it intended to redeem all of the $ 113.05 million aggregate principal amount of the Notes outstanding on October 10, 2024.
+Added: The Company had previously repurchased and retired $ 11.95 million of the Notes through open market purchases completed in 2022 and 2023.
+Added: On October 10, 2024, the Company completed its redemption of all of the $ 113.05 million aggregate principal amount of the Notes outstanding at a redemption price equal to 100 % of the principal amount of the Notes redeemed, plus accrued and unpaid interest.
Interest expense on the Notes for the year ended December 31, 2024 was $ 4.8 million ($ 6.2 million for the year ended December 31, 2023).
1 unchanged sentence
Stockholders' Equity
−Removed: The Company's authorized shares consists of (a) 50,000,000 shares of Preferred Stock, par value $ 0.001 per share;
+Added: The Company's authorized shares consist of (a) 50,000,000 shares of Preferred Stock, par value $ 0.001 per share;
(b) 50,000,000 shares of Class A Stock, par value $ 0.001 per share;
18 unchanged sentences
On May 31, 2023, the Company announced the commencement of a modified “Dutch Auction” tender offer to purchase up to $ 30.0 million of its Class A Stock at a price not less than $ 34.00 per share or more than $ 40.00 per share.
−Removed: The Company completed its repurchases pursuant to the tender offer on July 6, 2023, when it successfully repurchased and cancelled 437,183 shares of Class A Stock at $ 40.00 per share for an aggregate purchase price of $ 17.49 million.
−Removed: As a result, the Company had 10,447,392 shares outstanding on July 6, 2023 after the purchase.
−Removed: During the year ended December 31, 2023, the Company purchased and canceled an aggregate of 463,335 shares of Class A Stock for a total consideration of $ 17.6 million ($ 38.07 per share) under its share repurchase program.
−Removed: As of December 31,
+Added: The Company completed its repurchases pursuant to the tender offer on July 6, 2023, when it successfully repurchased and cancelled 437,183
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: 2023, 223,699 shares remained available to be purchased under its share repurchase program.
+Added: shares of Class A Stock at $ 40.00 per share for an aggregate purchase price of $ 17.49 million.
+Added: As a result, the Company had 10,447,392 shares outstanding on July 6, 2023 after the purchase.
During the year ended December 31, 2023, the Company purchased and canceled an aggregate of 1,684,287 shares of Class A Stock for a total consideration of $ 60.6 million ($ 36.00 per share) under its share repurchase program.
1 unchanged sentence
On March 1, 2024, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 518,000 shares of the Company's Class A Stock, representing approximately 5.0 % of its 10,357,376 then issued and outstanding shares of Class A Stock.
−Removed: This authorization supplemented the 223,699 shares that remained authorized and available under the Company's previous share repurchase program for a total of 666,410 shares authorized.
−Removed: Share purchases will be made by the Company from time to time in the open market at the prevailing open market price using cash on hand, in compliance with the applicable rules and regulations of the New York Stock Exchange and federal and state securities laws and the terms of the Company's Notes.
+Added: During the year ended December 31, 2024, the Company purchased and canceled an aggregate of 243,806 shares of Class A Stock for a total consideration of $ 9.6 million ($ 39.39 per share) under its share repurchase program.
+Added: As of December 31, 2024, 497,893 shares remained available to be purchased under its share repurchase program.
+Added: Share purchases will be made by the Company from time to time in the open market at the prevailing open market price using cash on hand, in compliance with the applicable rules and regulations of the New York Stock Exchange and federal and state securities laws.
All shares purchased will be canceled.
3 unchanged sentences
Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
−Removed: The Company paid cash dividends of $ 0.60 per share in 2023 to holders of Class A and Class B Stock, in the aggregate amount of 6.5 million.
+Added: The Company paid cash dividends of $ 0.66 per share in 2024 to holders of Class A Stock and Class B Stock, in the aggregate amount of $ 6.8 million.
The Company paid cash dividends of $ 0.60 per share in 2023 in the aggregate amount of $ 6.5 million.
−Removed: In 2021, the Company paid cash dividends of $ 1.54 per share which includes a special cash dividend of $ 1.00 per share paid on December 31, 2021 in the aggregate amount of $ 19.4 million.
+Added: In 2022, the Company paid cash dividends of $ 0.60 per share in the aggregate amount of $ 7.0 million.
+Added: On January 31, 2025, the Company announced a quarterly dividend in the amount of $ 0.18 per share, payable on February 28, 2025 to holders of Class A Stock and Class B Stock of record on February 14, 2025.
Earnings per share
14 unchanged sentences
Diluted $ 6.37 $ 2.59 $ 2.57
−Removed: (1) For the year ended December 31, 2023, the diluted net income per share computation did not include the anti-dilutive effect of 115,950 shares of Class A Stock granted under share-based compensation arrangements.
−Removed: For the year ended December 31, 2022, the diluted net income per share computation did not include the anti-dilutive
OPPENHEIMER HOLDINGS INC.
Notes to Consolidated Financial Statements
−Removed: effect of 4,100 shares of Class A Stock granted under share-based compensation arrangements.
−Removed: For the year ended December 31, 2021, there was no Class A Stock granted under share-based compensation arrangements that were anti-dilutive.
+Added: (1) For the year ended December 31, 2024, there were no shares of Class A Stock with an anti-dilutive effect granted under share-based compensation arrangements.
+Added: For the year ended December 31, 2023, the diluted net income per share computation did not include the anti-dilutive effect of 115,950 shares of Class A Stock granted under share-based compensation arrangements.
+Added: For the year ended December 31, 2022, the diluted net income per share computation did not include the anti-dilutive effect of 4,100 shares of Class A Stock granted under share-based compensation arrangements.
Income tax expenses shown in the consolidated income statements are reconciled to amounts of tax that would have been payable from the application of the federal tax rate to pre-tax profit, as follows:
29 unchanged sentences
Total $ 34,510 $ 16,498 $ 13,444
−Removed: Pre-tax income with respect to non-U.S.
+Added: Pre-tax loss with respect to non-U.S.
operations was $ 1.2 million for the year ended December 31, 2024.
Pre-tax income with respect to non-U.S.
−Removed: operation was $ 7.7 million for the year ended December 31, 2022.
+Added: operations was $ 4.8 million for the year ended December 31, 2023.
Pre-tax loss with respect to non-U.S.
3 unchanged sentences
The effective income tax rate for the year ended December 31, 2024 was 32.6 % compared with 35.3 % for the year ended December 31, 2023.
−Removed: The higher tax rate in the 2023 year was primarily due to the im pact of unfavorable permanent items.
+Added: The higher tax rate in the 2024 year was primarily due to the absence of the non-deductible of $ 13.0 million regulatory settlement, which was recorded in 2023.
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when such differences are expected to reverse.
17 unchanged sentences
Partnership investments 28,967 27,181
−Removed: Company-owned life insurance 14,180 11,527
+Added: Corporate-owned life insurance 16,619 14,180
Depreciation 3,151 1,517
5 unchanged sentences
These net operating losses carry forward indefinitely and are not subject to expiration, provided that these subsidiaries and their underlying businesses continue operating normally (as is anticipated).
−Removed: As of December 31, 2023, the Company had deferred tax assets of $ 8.6 million arising from net operating losses incurred by Oppenheimer Europe Ltd and had recorded full valuation allowances, although the net operating losses carry forward indefinitely, the Company believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the future.
+Added: As of December 31, 2024, the Company had deferred tax assets of $ 10.6 million arising from net operating losses incurred by Oppenheimer Europe Ltd.
+Added: and had recorded full valuation allowances.
+Added: Although the net operating losses carry forward indefinitely, the Company believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the future.
The net change during the year in the total valuation allowance is $ 1.7 million .
14 unchanged sentences
Additions for tax positions of prior years 217 224 729
+Added: Lapse in statute of limitations ( 136 ) — —
Settlements with taxing authorities ( 59 ) ( 60 ) —
11 unchanged sentences
2014 Incentive Plan (the 2014 "OIP").
−Removed: Pursuant to the OIP, the Compensation Committee of the Board of Directors of the Company (the "Committee") is permitted to grant options to purchase Class A Stock ("stock options"), Class A Stock awards and restricted Class A Stock (collectively "restricted stock awards") to or for the benefit of employees and non-employee directors of the Company and its subsidiaries as part of their compensation.
−Removed: Stock o ptions are generally granted for a five-year term and generally vest at the rate of 25 % of the amount granted on the second anniversary of the grant, 25 % on the third anniversary of the grant, 25 % on the fourth anniversary of the grant and 25 % on the six months before expiration.
−Removed: Restricted stock awards are generally awarded for a three or five year term and fully vest at the end of the term.
+Added: Pursuant to the 2014 OIP, the Compensation Committee of the Board of Directors of the Company (the "Committee") was permitted to grant options to purchase Class A Stock ("stock options"), Class A Stock awards and restricted Class A Stock (collectively "restricted stock awards") to or for the benefit of employees and non-employee directors of the Company and its subsidiaries as part of their compensation.
+Added: Restricted stock awards were generally awarded for a three or five year term and fully vest at the end of the term.
Restricted stock - The Company has granted restricted stock awards pursuant to the 2014 OIP.
16 unchanged sentences
The cost is expected to be recognized over a weighted average period of 1.6 years.
−Removed: As of December 31, 2023, the number of shares of Class A Stock available under the share-based compensation plans, but not yet awarded, was 145,303 .
−Removed: On May 8, 2023, holders of the Class B voting common stock of the Company voted to approve increasing the number of shares of Class A Stock available to the 2014 Plan by 1,250,000 shares of Class A Stock.
−Removed: On January 24, 2024, the Company registered these additional shares of Class A Stock to be available under the 2014 Plan.
−Removed: As of January 24, 2024, the number of shares of Class A Stock available under the share-based compensation plans, but not yet awarded, was 1,395,303 .
+Added: On March 1, 2024, the Company adopted the Oppenheimer Holdings Inc.
+Added: 2024 Incentive Plan (the "2024 OIP").
+Added: The 2024 OIP received stockholder approval at the Company's Annual Meeting of Stockholders on May 6, 2024.
+Added: The 2024 OIP replaced the 2014 OIP, which expired by its terms on February 26, 2024.
+Added: Holders of the Class B Stock of the Company approved for registration 1,000,000 shares of Class A Stock under the 2024 OIP.
+Added: As of December 31, 2024, the number of shares of Class A Stock available under the 2024 plan, but not yet awarded, was 999,000 .
On January 29, 2025, the Company awarded a total of 203,375 restricted shares of Class A Stock to current employees pursuant to the 2024 OIP.
3 unchanged sentences
There were 0 and 2,447 options outstanding as of December 31, 2024 and 2023, respectively.
−Removed: During the year ended December 31, 2023, the Company included $ 8,195 ($ 15,702 in 2022 and $ 21,669 in 2021) of compensation expense in its consolidated income statements relating to the expensing of stock options.
−Removed: On February 26, 2024 the OIP expired by its terms.
−Removed: Awards issued prior to the expiration of the OIP survive the termination of the OIP.
−Removed: Authorized but unissued shares under the OIP not subject to awards were cancelled.
−Removed: On March 1, 2024 the Board of Directors of the Company approved the Company’s 2024 Incentive Plan (“2024 Plan”) subject to approval of the 2024 Plan at the Annual Meeting of Stockholders on May 6, 2024.
+Added: During the year ended December 31, 2024, the Company included $ 2,550 ($ 8,195 in 2023 and $ 15,702 in 2022) of compensation expense in its consolidated income statement relating to the expensing of stock options.
Oppenheimer Holdings Inc.
18 unchanged sentences
The fair value as of December 31, 2024 for each of the OARs was estimated using the Black-Scholes model with the following assumptions:
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
January 10, 2020 January 11, 2021 January 7, 2022 January 6, 2023 January 5, 2024
5 unchanged sentences
4.314 % 4.183 % 4.228 % 4.261 % 4.319 %
−Removed: Quarterly dividends (4)
−Removed: $ 0.6 $ 0.6 $ 0.6 $ 0.6 $ 0.6
(1) The expected term was determined based on the remaining life of the actual awards.
(2) The volatility factor was measured using the weighted average of historical daily price changes of the
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Company's Class A Stock over a historical period commensurate to the expected term of the awards.
1 unchanged sentence
Treasury yield curve in effect at December 31, 2024.
−Removed: (4) Quarterly dividends were used to compute the expected annual dividend yield.
As of December 31, 2024, 2,642,736 of outstanding OARs were unvested.
11 unchanged sentences
401(k) Plan provides that Oppenheimer may make discretionary contributions.
−Removed: Eligible Oppenheimer employees could make voluntary contributions which could not exceed $ 22,500 , $ 20,500 and $ 19,500 per annum in 2023, 2022 and 2021, respectively.
+Added: Eligible Oppenheimer employees can make voluntary contributions which cannot exceed $ 23,000 , $ 22,500 and $ 20,500 per annum in 2024, 2023 and 2022, respectively, unless they are also eligible to make "catch up" contributions.
The Company made contributions to the 401(k) Plan of $ 4.9 million, $ 4.4 million and $ 4.3 million in 2024, 2023 and 2022, respectively.
Deferred Compensation Plans
+Added: On October 26, 2023, the Company terminated the DIP.
+Added: All deferrals made prior to October 26, 2023 survive the termination of the DIP.
The Company maintains an Executive Deferred Compensation Plan ("EDCP") and a Deferred Incentive Plan ("DIP") in order to offer certain qualified high-performing financial advisors a bonus based upon a formula reflecting years of service, production, net commissions and a valuation of their clients' assets.
−Removed: The bonus amounts resulted in deferrals for fiscal 2023 of $ 10.1 million ($ 11.1 million in 2022 and $ 12.8 million in 2021).
+Added: The bonus amounts resulted in deferrals for fiscal 2024 of $ 12.1 million ($ 10.1 million for 2023 and $ 11.1 million for 2022).
These deferrals normally vest after five years .
1 unchanged sentence
The EDCP also includes voluntary deferrals by senior executives that are not subject to vesting.
−Removed: The Company maintains a Company-owned life insurance policy, which is designed to hedge a portion of the EDCP obligation.
+Added: The Company maintains a Corporate-owned life insurance policy, which is designed to hedge a portion of the EDCP obligation.
The EDCP liability is being tracked against the value of a benchmark investment portfolio held for this purpose.
2 unchanged sentences
As of December 31, 2024, the Company's liability with respect to the EDCP, DIP and CMDP described below totaled $ 77.8 million and is included in accrued compensation on the consolidated balance sheet as of December 31, 2024.
−Removed: On October 26, 2023 the Company terminated the DIP.
−Removed: All deferrals made prior to October 26, 2023 survive the termination of the DIP.
The Company also maintains a deferred compensation plan on behalf of certain employees who were formerly employed by CIBC World Markets.
1 unchanged sentence
As of December 31, 2024, the Company's liability with respect to this plan totaled $ 22.4 million.
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
An employee is eligible to participate in the CMDP if the employee (i) is an Investment Banking Division employee of Oppenheimer with a title of Associate or above whose previous year’s salary and bonus exceeded $ 200,000 , or (ii) is a professional working in the Oppenheimer Capital Markets Division (but not the Investment Banking Division) who is designated by the Plan Administrator (in its sole discretion) as eligible to participate in the Plan.
4 unchanged sentences
The Elective Deferral Credit is 100 % vested at all times.
−Removed: The Company provides a Matching Credit of 10 % of the Elective Deferral Credit which vests on last day of the Performance Year (as defined in the CMDP) attributable to the Matching Credit.
+Added: The Company provides a Matching Credit of 10 % of the Elective Deferral Credit which vests on last day of the Performance Year
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: (as defined in the CMDP) attributable to the Matching Credit.
The Elective Deferral Credit and the Matching Credit are distributed in lump sums in the year following the fifth or tenth anniversary of the last day of the Performance Year (as defined in the CMDP), depending on the participant’s election.
17 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
−Removed: OPPENHEIMER HOLDINGS INC.
−Removed: Notes to Consolidated Financial Statements
−Removed: and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses.
+Added: 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 losses.
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.
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 $ 12 million.
−Removed: 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.
+Added: This estimated aggregate range is based upon currently available information for those legal proceedings in which the Company is involved,
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
+Added: where the Company can make an estimate for such losses.
For certain cases, the Company does not believe that it can make an estimate.
1 unchanged sentence
Accordingly, the Company's estimate will change from time to time, and actual losses may be more than the current estimate.
−Removed: On November 18, 2022, Oppenheimer received an information request from the SEC requesting information related to the use of text messaging and similar forms of electronic communications by employees of Oppenheimer and whether those communications were properly retained by Oppenheimer as part of its records preservation requirements relating to the broker-dealer business activities of Oppenheimer.
−Removed: Subsequently, Oppenheimer received a similar information request from the Commodity Futures Trading Commission (“CFTC”).
−Removed: On January 4, 2024, Oppenheimer submitted an Offer of Settlement to the SEC.
−Removed: On February 9, 2024, the SEC issued an order (the “Order”) pursuant to which Oppenheimer will pay a fine in the amount of $ 12 million and agree to certain undertakings.
−Removed: In addition to the Order Oppenheimer received a waiver of certain statutory disqualifications from the SEC.
−Removed: On February 7, 2024, Oppenheimer submitted an Offer of Settlement to the CFTC pursuant to which Oppenheimer offered to pay a fine of $ 1 million and agree to certain undertakings.
−Removed: Beginning on or about August 31, 2021, Oppenheimer was named as a respondent in forty-eight arbitrations, many containing multiple claimants, each filed before FINRA, relating to those claimants’ purported investment in Horizon Private Equity, III, LLC (“Horizon”).
+Added: Beginning on or about August 31, 2021, Oppenheimer was named as a respondent in numerous arbitrations, many containing multiple claimants, each filed before FINRA, relating to those claimants’ purported investment in Horizon Private Equity, III, LLC (“Horizon”).
Horizon is alleged to be a fraudulent scheme involving, among others, a former Oppenheimer employee, John Woods.
−Removed: John Woods left Oppenheimer’s employ in 2016 and Oppenheimer never received a complaint or question from any of the investors prior to the SEC bringing a complaint against Woods and his co-conspirators in 2021.
−Removed: Each investor who was an Oppenheimer client, signed a document acknowledging that Horizon was not an approved Oppenheimer product.
−Removed: Over a protracted period of time, Woods made multiple false statements to Oppenheimer, to regulators and to a state court.
−Removed: 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.
−Removed: 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.
−Removed: Oppenheimer has settled, or settled in principle or an award has been rendered in forty-one of the Horizon-related arbitrations, with approximately one hundred thirty-eight individual complainants.
−Removed: The aggregate payments for those forty-one arbitrations total approximately $ 87.7 million.
−Removed: The seven arbitrations still pending claim specific monetary damages and allege losses of approximately $ 7.9 million in the aggregate.
−Removed: On June 16, 2023, Oppenheimer was served with a complaint in an action entitled John and Cynthia Kearney, John & Tera Sargent, Mike Hall, Individually and as Assignee of 6694 Dawson Blvd, LLC, Thomas and Beverly Crampton, Roy and Shirley
−Removed: Hill, Billy and Debra Lanter, Larry Lawson, Eugene Lyle, Scott Spence, and Dolores Willoughby v.
−Removed: Oppenheimer & Co.
−Removed: Inc., Anne Greene and Gordon Morse, filed in Georgia State Court, Fulton County.
−Removed: Plaintiffs allege that they were all investors in Horizon.
−Removed: However, all of the plaintiffs allege that they invested in Horizon after John Woods left Oppenheimer’s employ in 2016 and virtually all of the plaintiffs were not Oppenheimer customers.
−Removed: Plaintiffs further allege that Oppenheimer, through its inaction and/or misconduct, is responsible for their alleged losses and are seeking unspecified damages sounding in violations of the Georgia RICO statute and negligence per se.
−Removed: On September 5, 2023, Oppenheimer filed a motion to dismiss the complaint, which is pending before the court.
−Removed: That same day, Oppenheimer also filed a motion to transfer the case to the Metro
−Removed: Atlanta Business Case Division, which motion was granted.
−Removed: Oppenheimer believes these claims to be without merit and intends to defend itself vigorously against these claims.
−Removed: Also, on July 17, 2023, Oppenheimer was served with a complaint in an action entitled Mark Del Pico, Elizabeth Del Pico and Surrey Lane Partners GP LLC, as general Partner of Surrey Lane Partners, Ltd.
−Removed: Oppenheimer & Co.
−Removed: Inc., and Michael Mooney , filed in Florida State Court, Sarasota County.
−Removed: Plaintiffs allege that they were all investors in Horizon;
−Removed: however, none of the plaintiffs were Oppenheimer customers.
−Removed: All of the plaintiffs allege that they invested in Horizon years after John Woods left Oppenheimer’s employ in 2016.
−Removed: Plaintiffs further allege that Oppenheimer, through its inaction and/or misconduct, is responsible for their alleged losses and are seeking unspecified damages from Oppenheimer sounding in negligence per se, Oppenheimer filed a motion to dismiss the complaint.
−Removed: Rather than respond to Oppenheimer’s motion to dismiss, on January 12, 2024, plaintiffs filed an amended complaint that includes an additional claim of fraud against Oppenheimer.
−Removed: On February 2, 2024 Oppenheimer filed a motion to dismiss the amended complaint which is pending before the Court.
−Removed: Oppenheimer believes these claims to be without merit and intends to defend itself vigorously against these claims.
−Removed: Finally, on August 25, 2023, Oppenheimer was served with a complaint in an action entitled Lisa Wright, Billy Ray Boaz, Sylvia Boyles, Donald and Gina Bryant, Alton Graviette, Gilbert and Felicia Hawks, Michael and Brenda Craig, Barbara and Russell Danley, Carolyn and Ronald Edwards, Pamela Goins, Amy Gordon, Susan Gregory, Timothy Hall, Ronald Jones, Douglas Lineberry, Marcia Martin, Bobby and Jo Simpson, Karen Stephens, Caroline Moser, Rebecca Tapp, Paul Vaughan, Brenda and Varner Vogler, and Peggie Thomas v.
−Removed: Oppenheimer & Co.
−Removed: Inc., Ann Greene and Gordon Morse , filed in Georgia State Court, Fulton County.
−Removed: Plaintiffs allege that they were all investors in Horizon.
−Removed: However, all of the plaintiffs allege that they invested in Horizon after John Woods left Oppenheimer’s employ in 2016 and virtually all of the plaintiffs were not Oppenheimer customers.
−Removed: Plaintiffs further allege that Oppenheimer, through its inaction and/or misconduct, is responsible for their alleged losses and are seeking unspecified damages sounding in violations of the Georgia RICO statute and negligence per se.
−Removed: On September 15, 2023, Oppenheimer filed a motion to transfer the case to the Metro Atlanta Business Case Division, which motion was granted.
−Removed: On October 31, 2023, Oppenheimer filed a motion to dismiss the complaint, which is pending before the court.
−Removed: Oppenheimer believes these claims to be without merit and intends to defend itself vigorously against these claims.
−Removed: On June 30, 2022, the Oppenheimer 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 Exchange Act, and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 in relation to its sales of municipal notes pursuant to an exemption from continuing disclosure contained in Rule 15c2-12.
+Added: John Woods left Oppenheimer’s employ in 2016 and Oppenheimer never received a complaint from any of the investors prior to the SEC bringing a complaint against Woods and his co-conspirators in 2021.
+Added: Oppenheimer has settled or an award has been rendered and paid in all but one of the Horizon-related arbitrations.
+Added: In addition, in June and August of 2023, Oppenheimer was served with two Horizon-related complaints in Georgia State Court, by plaintiffs, virtually all of whom were never Oppenheimer customers, alleging unspecified losses.
+Added: In 2024, each of those complaints was dismissed by the trial court.
+Added: Plaintiffs in each case subsequently filed an appeal of the court’s order dismissing the cases, each of which is currently pending.
+Added: On June 30, 2022, Oppenheimer 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 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.
On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Exchange Act and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 for not having fully complied with the exemption from the continuing disclosure obligations under Rule 15c2-12.
10 unchanged sentences
As of December 31, 2024, Freedom had net capital of $ 3.8 million, which was $ 3.7 million in excess of the $ 100,000 required to be maintained at that date.
−Removed: As of December 31, 2023, the capital required and held under the FCA's Investment Firms' Prudential Regime ("IFPR") for Oppenheimer Europe Ltd.
+Added: As of December 31, 2024, the capital required and held under the Financial Conduct Authority's Investment Firms' Prudential Regime ("IFPR") for Oppenheimer Europe Ltd.
was as follows:
2 unchanged sentences
• Total Capital ratio 243.0 % (required 100.0 %).
−Removed: Effective January 2022, IFPR changed its minimum capital requirement, which is now sterling 750,000 (previously it was Euro 730,000 ).
−Removed: Capital ratios are now expressed differently, but are effectively unchanged when comparing performance to required regulatory minimums.
As of December 31, 2024, Oppenheimer Europe Ltd.
was in compliance with its regulatory requirements.
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
As of December 31, 2024, the regulatory capital of Oppenheimer Investments Asia Limited was $ 3.3 million, which was $ 2.9 million in excess of the $ 386,200 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 December 31, 2023, Oppenheimer Investments Asia Limited was in compliance with its regulatory requirements.
+Added: As of December 31, 2024, Oppenheimer Investment Asia Limited was in compliance with its regulatory requirements.
As of December 31, 2024, Oppenheimer Trust is required to maintain minimal capital of $ 4.15 million.
−Removed: Oppenheimer Trust was in compliance with its capital requirements.
+Added: Oppenheimer Trust is currently in compliance with its capital requirements.
Goodwill and intangibles
−Removed: The Company's goodwill of $ 142.2 million resides in its PCD reporting unit ($ 137.9 million) and Corporate/Other reporting unit ($ 4.3 million).
−Removed: The Company performed its annual test for goodwill impairment for the PCD reporting unit as of December 31, 2023 and 2022, which did not result in any impairment charges for either period.
−Removed: At each annual goodwill impairment testing date, the PCD reporting unit had a fair value that was substantially in excess of its carrying value.
−Removed: Goodwill within the Corporate/Other reporting unit relates to the Company’s acquisition of BondWave LLC, which closed on December 29, 2023.
−Removed: Because the valuation of goodwill associated with this transaction was determined on the last business day of 2023, no impairment testing was deemed necessary.
−Removed: Indefinite intangible assets are comprised of trademarks, trade names and an Internet domain name.
−Removed: These intangible assets are carried at $ 32.7 million, are not amortized, and are subject to at least an annual test for impairment to determine if the estimated fair value is less than their carrying amount.
+Added: The Company's goodwill of $ 143.6 million resides in reporting units with its Wealth Management ($ 137.9 million) and Corporate/Other ($ 5.7 million) reportable segments.
+Added: The Company performed its annual test for goodwill impairment for both reporting units as of December 31, 2024, which did not result in any impairment charges.
+Added: Both reporting units had fair values that were substantially in excess of their respective carrying values.
+Added: Goodwill within the Corporate/Other reporting unit relates to the Company’s acquisition of BondWave LLC and Bitvore.
+Added: Intangible assets are primarily comprised of trademarks, trade names and an Internet domain name, carried on the balance sheet at $ 35.7 million.
+Added: Indefinite intangible assets are subject to at least an annual test for impairment to determine if the estimated fair value is less than their carrying amount.
Trademarks and trade names recorded as of December 31, 2024 and 2023 have been tested for impairment and it has been determined that no impairment has occurred.
At each annual intangible assets impairment testing date, the trademarks and trade names had a fair value that was substantially in excess of their carrying value.
−Removed: Defined-lived intangible assets are comprised of developed technology and customer relationships.
+Added: Defined-lived intangible assets are comprised of software licenses, developed technology and customer relationships.
These intangible assets carried at $ 2.9 million are amortized over their estimated lives and are periodically evaluated for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable from future undiscounted cash flows.
1 unchanged sentence
The Company has determined its reportable segments based on the Company's method of internal reporting, which disaggregates its retail business by branch and its proprietary and investment banking businesses by product.
−Removed: The Company evaluates the performance of its segments and allocates resources to them based upon profitability.
+Added: The Company’s chief operating decision maker (“CODM”) is the chief executive officer.
+Added: The CODM evaluates the performance of the Company’s reportable segments based on their year-over-year revenue and pre-tax profit or loss and uses this measure to allocate resources (including employee, financial and/or capital resources), largely in conjunction with monthly and/or quarterly reviews of segment financial performance.
+Added: The CODM also uses segment profit or loss in evaluating the incentive and other compensation of segment employees as well as capital investment for facilities and information technology development.
+Added: Effective in the fourth quarter of 2024, the Company combined the former Private Client and Asset Management business segments to form the Wealth Management segment.
+Added: The revised segment structure is aligned with how the CODM and senior management view the performance and operations of our retail focused business.
+Added: Our Capital Markets and Corporate/Other segments were not impacted by these changes.
+Added: To provide historical information on a basis consistent with the revised segment presentation, the Company recast prior period segment results.
The Company's reportable segments are:
−Removed: Private Client — includes commissions and a proportionate amount of fee income earned on assets under management ("AUM"), net interest earnings on client margin loans and cash balances, fees from money market funds, custodian fees, net contributions from stock loan activities and financing activities, and direct expenses associated with this segment;
−Removed: Asset Management — includes a proportionate amount of fee income earned on AUM from investment management services of Oppenheimer Asset Management Inc.
−Removed: Oppenheimer's asset management divisions employ various programs to manage client assets either in individual accounts or in funds, and includes direct expenses associated with this segment;
+Added: Wealth Management — includes commissions and fee income earned on assets under management ("AUM"), net interest earnings on client margin loans and cash balances, fees from money market funds, custodian fees, net contributions from stock loan activities and financing activities, and direct expenses;
+Added: OPPENHEIMER HOLDINGS INC.
+Added: Notes to Consolidated Financial Statements
Capital Markets — includes investment banking, institutional equities sales, trading, and research, taxable fixed income sales, trading, and research, public finance and municipal trading, as well as the Company's operations in the United Kingdom, Hong Kong and Israel, and direct expenses associated with this segment.
2 unchanged sentences
Costs associated with these groups are separately reported in a Corporate/Other category and primarily include compensation and benefits.
+Added: The costs of certain centralized or shared functions are allocated based on methodologies that reflect utilization.
The Company also includes activities associated with BondWave, LLC in Corporate/Other.
−Removed: The table below presents information about the reported revenue and pre-tax income (loss) of the Company for the years ended December 31, 2023, 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.
+Added: The tables below present information about the Company’s reported segment revenues, segment pre-tax income or loss, compensation expenses, and other segment items for the years ended December 31, 2024, 2023 and 2022.
+Added: There are no adjustments or reconciling items for any of the years presented.
+Added: Asset information by reportable segment is not reported, since the Company does not produce such information for internal use by the CODM.
(Expressed in thousands)
For the Years Ended December 31, 2024
−Removed: 2023 2022 2021
−Removed: Private client (1)
−Removed: $ 801,754 $ 675,680 $ 665,060
−Removed: Asset management (1)
+Added: Wealth Management Capital markets Corporate/Other Total
+Added: Revenue $ 972,052 $ 447,579 $ 12,865 $ 1,432,496
+Added: Compensation Expenses 514,227 323,612 98,974 936,813
+Added: Other Segment Items (1)
192,086 163,563 34,277 389,926
−Removed: Capital markets 345,897 337,821 625,704
−Removed: Corporate/Other 12,741 ( 1,802 ) ( 1,327 )
−Removed: Total $ 1,248,825 $ 1,110,941 $ 1,394,035
Pre-Tax Income (Loss) $ 265,739 $( 39,596 ) $( 120,386 ) $ 105,757
−Removed: Private client (1)
+Added: (1) Other segment items include communication and technology expenses, occupancy and equipment costs, clearing and exchange fees, interest and other expenses.
+Added: (Expressed in thousands)
+Added: For the Years Ended December 31, 2023
+Added: Wealth Management Capital markets Corporate/Other Total
+Added: Revenue $ 890,187 $ 345,897 $ 12,741 $ 1,248,825
+Added: Compensation Expenses 424,031 269,330 89,035 782,396
+Added: Other Segment Items (1)
247,621 139,528 32,510 419,659
−Removed: Asset management (1)
+Added: Pre-Tax Income (Loss) $ 218,535 $( 62,961 ) $( 108,804 ) $ 46,770
+Added: (1) Other segment items include communication and technology expenses, occupancy and equipment costs, clearing and exchange fees, interest and other expenses.
+Added: (Expressed in thousands)
+Added: For the Years Ended December 31, 2022
+Added: Wealth management Capital markets Corporate/Other Total
+Added: Revenue $ 774,922 $ 337,821 $( 1,802 ) $ 1,110,941
+Added: Compensation Expenses 401,932 260,974 77,921 740,827
+Added: Other Segment Items (1)
194,987 102,543 27,030 324,560
−Removed: Capital markets ( 62,961 ) ( 25,696 ) 204,090
−Removed: Corporate/Other ( 108,804 ) ( 106,753 ) ( 116,469 )
−Removed: Total $ 46,770 $ 45,554 $ 224,641
−Removed: (1) Clients investing in the OAM advisory program are charged fees based on the value of AUM.
−Removed: Advisory fees
−Removed: were allocated 10.0 % to the Asset Management and 90.0 % to the Private Client segments.
+Added: Pre-Tax Income (Loss) $ 178,003 $( 25,696 ) $( 106,753 ) $ 45,554
+Added: (1) Other segment items include communication and technology expenses, occupancy and equipment costs, clearing and exchange fees, interest and other expenses.
Revenue, classified by the major geographic areas in which it was earned for the years ended December 31, 2024, 2023 and 2022 was as follows:
7 unchanged sentences
Subsequent events
−Removed: On January 26, 2024, the Company announced a quarterly dividend in the amount of $ 0.15 per share, payable on February 23, 2024 to holders of Class A Stock and Class B Stock of record on February 9, 2024.
+Added: The Company has performed an evaluation of events that occurred since December 31, 2024 and through the date on which the
+Added: consolidated financial statements were issued, and determined t here are no events that have occurred that would require recognition or additional disclosure except as disclosed in Note 14 and Note 17.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.