Piper Sandler Companies 8K Results of Operations and Financial Condition | PIPR 27 Oct 16

Exhibit 99

Piper Jaffray Companies Announces

2016 Third Quarter Results

MINNEAPOLIS – October 27, 2016 – Piper Jaffray Companies (NYSE: PJC) today announced its financial results for the quarter ended September 30, 2016.

“We produced record revenues of nearly $200 million for the quarter,” said Andrew S. Duff, Chairman and CEO of Piper Jaffray. “Our results reflect strength across the firm, particularly in our advisory and underwriting businesses. The increase in operating-leverage at these revenue levels drove a substantial margin expansion in our results.”

Financial Highlights



	Three Months Ended									Percent Inc/(Dec)
(Amounts in thousands, except per share data)	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16
(Amounts in thousands, except per share data)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15
U.S. GAAP
Net revenues	$	200,847		$	170,483		$	149,617		17.8	%	34.2	%
Compensation ratio	67.3		%	68.7		%	64.3		%
Non-compensation ratio	23.5		%	27.5		%	31.2		%
Pre-tax operating margin	9.2		%	3.8		%	4.5		%
Net income	$	10,658		$	1,938		$	4,831		449.9	%	120.6	%
Earnings per diluted common share	$	0.70		$	0.12		$	0.32		483.3	%	118.8	%

Non-GAAP⁽¹⁾
Adjusted net revenues	$	199,001		$	167,188		$	148,394		19.0	%	34.1	%
Adjusted compensation ratio	63.8		%	64.1		%	64.3		%
Adjusted non-compensation ratio	19.4		%	23.1		%	28.7		%
Adjusted pre-tax operating margin	16.8		%	12.9		%	7.0		%
Adjusted net income	$	20,976		$	13,938		$	7,250		50.5	%	189.3	%
Adjusted earnings per diluted common share	$	1.37		$	0.88		$	0.48		55.7	%	185.4	%

•

Strong performance in our equity investment banking businesses, driven by our expansion into energy and financial institutions coupled with market share gains, drove an increase in revenues compared to both of the prior periods. Our fixed income businesses also contributed higher revenues compared to the prior-year period due to robust public finance results and our acquisition of BMO Capital Markets GKST Inc. ("BMO GKST") in the fourth quarter of 2015.


•	Pre-tax operating margin on both a GAAP and Non-GAAP basis improved compared to the third quarter of 2015 primarily due to a $9.8 million charge resulting from settlement of a legal matter in the prior-year period. Higher revenue levels drove increased operating leverage and improved the operating margin both sequentially and year over year.


•	Our rolling 12 month return on average common shareholders' equity was 3.6% at September 30, 2016 and our adjusted return on average common shareholders' equity⁽²⁾ was 8.4% at September 30, 2016.


•	Our U.S. GAAP results were adversely impacted by acquisition-related compensation and intangible asset amortization expenses, and restructuring and integration costs, which are excluded from our non-GAAP results.

(1) A non-U.S. GAAP ("non-GAAP") measure. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information." We believe that presenting our results and measures on an adjusted basis in conjunction with U.S. GAAP measures provides the most meaningful basis for comparison of our operating results across periods.

(2) A non-GAAP measure. See the "Additional Shareholder Information" section for an explanation of the calculation of this non-GAAP measure. We believe that the adjusted rolling 12 month return on average common shareholders' equity provides a meaningful measure of our return on the core operating results of the business.

Business Segment Results

The firm has two reportable business segments: Capital Markets and Asset Management. Consolidated net revenues and expenses are fully allocated to these two segments. The variance explanations for net revenues and adjusted revenues are consistent on both a U.S. GAAP and non-GAAP basis.

U.S. GAAP Results and Commentary

Capital Markets

The following table summarizes our Capital Markets business segment results on a U.S. GAAP basis for the periods presented:



	Three Months Ended									Percent Inc/(Dec)
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16
(Amounts in thousands)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15
Net revenues	$	186,483		$	156,739		$	137,660		19.0	%	35.5	%
Operating expenses	$	169,745		$	152,028		$	129,224		11.7	%	31.4	%
Pre-tax operating income	$	16,738		$	4,711		$	8,436		255.3	%	98.4	%
Pre-tax operating margin	9.0		%	3.0		%	6.1		%

•

Advisory services revenues were $75.2 million, an increase of 60% and 56% compared to the third quarter of 2015 and the sequential quarter, respectively. Contributions from our expansion into the energy and financial institutions sectors, coupled with market share gains in our core business, drove strong, relative performance. Our results reflect significant market share gains as our revenue increased over 50% compared to both of the prior periods while M&A markets were flat to declining.

•

Equity financing revenues of $30.5 million increased 26% and 82% compared to the year-ago period and the sequential quarter, respectively. The equity capital raising environment continues to improve from the trough we experienced in the first quarter of 2016, driven by low volatility and improving equity valuations. Our results reflect strong, relative performance and included contributions from the energy and financial institutions sectors.


•	Debt financing revenues were $30.9 million, up 51% compared to the third quarter of 2015 due to robust market conditions, driven by low interest rates and increased new money issuance volumes, combined with solid market share gains. Revenues were down 7% compared to the record levels achieved in the second quarter of 2016.

•

Equity institutional brokerage revenues of $20.5 million increased 2% compared to the year-ago period and decreased 9% compared to the second quarter of 2016. The decrease compared to the sequential quarter was due to a decline in client trading volumes as extremely low volatility led to lower market volumes. We continue to focus on leveraging our energy and financial institutions resources to drive revenues from greater client relevance.

•

Fixed income institutional brokerage revenues were $25.8 million, up 41% compared to the third quarter of 2015 due to increased market volumes, particularly in the municipal asset class, as well as incremental revenues resulting from our acquisition of BMO GKST in the fourth quarter of 2015. Revenues decreased 11% compared to the second quarter of 2016 due to reduced trading opportunities in municipals. Higher trading volumes and improved capabilities attributed to the GKST acquisition have enabled us to reduce both capital deployed and interest rate risk in our fixed income business.

•

Investment income, which includes realized and unrealized gains and losses on investments (including amounts attributable to noncontrolling interests) in our merchant banking fund, and firm investments, were $4.5 million for the quarter, compared to $7.3 million and $7.5 million in the year-ago period and the sequential quarter, respectively. We recorded higher gains on our merchant banking portfolio in both of the prior periods, as well as higher gains on other firm investments in the sequential quarter.

•

Operating expenses for the third quarter of 2016 were $169.7 million, up 31% and 12% compared to the third quarter of 2015 and the second quarter of 2016, respectively, due to higher compensation expenses arising from increased revenues. Also, the increase compared to the prior-year period was due to higher non-compensation expenses related to our recent acquisitions, which were partially offset by a $9.8 million settlement of a legal matter in the prior-year period.

•

Segment pre-tax operating margin was 9.0% compared to 6.1% in the year-ago period and 3.0% in the second quarter of 2016. Pre-tax operating margin increased compared to the third quarter of 2015 due to lower non-compensation costs resulting from a legal settlement in the prior-year period. Higher acquisition-related costs in the current quarter partially offset the impact of the legal settlement. Pre-tax operating margin improved compared to the sequential quarter due to operating leverage as a result of higher revenues.

Asset Management

The following table summarizes our Asset Management business segment results on a U.S. GAAP basis for the periods presented:



	Three Months Ended									Percent Inc/(Dec)
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16
(Amounts in thousands)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15
Management and performance fees	$	13,903		$	12,801		$	17,053		8.6	%	(18.5	)%
Investment income/(loss)	$	461		$	943		$	(5,096	)	(51.1	)%	(109.0	)%
Operating expenses	$	12,651		$	11,946		$	13,605		5.9	%	(7.0	)%
Pre-tax operating income/(loss)	$	1,713		$	1,798		$	(1,648	)	(4.7	)%	(203.9	)%
Pre-tax operating margin	11.9		%	13.1		%	(13.8		)%

•

Management and performance fees of $13.9 million decreased 19% compared to the year-ago period due to lower management fees from both our value equity and MLP product offerings. The decrease was primarily driven by lower assets under management (AUM) resulting from net client outflows from our value equity products. The majority of these outflows were in the first quarter of 2016, and have stabilized as the year progressed with significantly lower net outflows in the last two quarters. Management fees increased 9% compared to the second quarter of 2016 due to increased AUM from net market appreciation and our investment performance.

•

Investment income/(loss) on firm capital invested in our strategies was income of $0.5 million for the current quarter, compared with a loss of $5.1 million in the third quarter of 2015 and income of $0.9 million in the second quarter of 2016. We expect the magnitude and volatility of investment income/(loss) on firm capital invested in our strategies to decrease meaningfully on a prospective basis compared to 2015 due to reduced level of investment.


•	Operating expenses for the current quarter were $12.7 million, down 7% compared to the year-ago period due to lower compensation expenses attributable to a decline in net revenues. Operating expenses were up 6% compared to the second quarter of 2016 due to higher compensation expenses related to higher revenues.


•	Segment pre-tax operating margin was 11.9% in the third quarter of 2016, compared to a negative 13.8% in the year-ago period and 13.1% in the sequential quarter. The variability in investment income/(loss) drove the majority of the variance in segment pre-tax operating margin compared to both of the prior periods.


•	AUM was $8.4 billion at the end of the third quarter of 2016, compared to $9.4 billion in the year-ago period and $8.1 billion at the end of the second quarter of 2016. The increase in AUM in the third quarter of 2016 was due to net market appreciation for both our value equity and MLP product offerings, which more than offset modest net client outflows.

Non-GAAP Results and Commentary

Throughout this section of the press release we present financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The non-GAAP financial measures include adjustments to exclude (1) revenues and expenses related to noncontrolling interests, (2) amortization of intangible assets related to acquisitions, (3) compensation for acquisition-related agreements and (4) restructuring and acquisition integration costs. Management believes that presenting results and measures on this adjusted basis alongside U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods, and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."

Capital Markets

The following table summarizes our Capital Markets business segment results on a non-GAAP basis for the periods presented:



	Three Months Ended									Percent Inc/(Dec)
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16
(Amounts in thousands)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15
Adjusted net revenues	$	184,637		$	153,444		$	136,437		20.3	%	35.3	%
Adjusted operating expenses	$	154,378		$	135,106		$	125,936		14.3	%	22.6	%
Adjusted pre-tax operating income	$	30,259		$	18,338		$	10,501		65.0	%	188.2	%
Adjusted pre-tax operating margin	16.4		%	12.0		%	7.7		%


•	The variance explanations for adjusted net revenues on a non-GAAP basis are consistent with those for net revenues on a U.S. GAAP basis.

•

Adjusted operating expenses for the third quarter of 2016 were $154.4 million, up 23% and 14% compared to the third quarter of 2015 and the second quarter of 2016, respectively, primarily due to higher compensation expenses as a result of increased revenues. Also, on a year-over-year basis, the higher compensation expenses were partially offset by lower non-compensation expenses resulting from a $9.8 million legal settlement in the year-ago period.

•

Adjusted segment pre-tax operating margin was 16.4% compared to 7.7% in the year-ago period and 12.0% in the second quarter of 2016. Adjusted pre-tax operating margin was higher compared to the third quarter of 2015 as non-compensation expenses decreased as a result of a legal settlement in the prior-year period, and higher compared to the sequential quarter primarily due to operating leverage as a result of higher revenues. Adjusted net revenues increased 20% and adjusted operating expenses increased 14% compared to the second quarter of 2016, reflecting the operating leverage and expense discipline.

Asset Management

The following table summarizes our Asset Management business segment results on a non-GAAP basis for the periods presented:



	Three Months Ended									Percent Inc/(Dec)
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16
(Amounts in thousands)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15
Adjusted management and performance fees	$	13,903		$	12,801		$	17,053		8.6	%	(18.5	)%
Adjusted investment income/(loss)	$	461		$	943		$	(5,096	)	(51.1	)%	(109.0	)%
Adjusted operating expenses	$	11,264		$	10,559		$	12,095		6.7	%	(6.9	)%
Adjusted pre-tax operating income/(loss)	$	3,100		$	3,185		$	(138	)	(2.7	)%	N/M
Adjusted pre-tax operating margin	21.6		%	23.2		%	(1.2		)%
Adjusted segment pre-tax operating margin excluding investment income/(loss) *	19.0		%	17.5		%	29.1		%

N/M — Not meaningful

* Management believes that presenting adjusted segment pre-tax operating margin excluding investment income/(loss) provides the most meaningful basis for comparison of the operating results for the Asset Management segment across periods.

•

The variance explanations for adjusted net revenues, adjusted operating expenses and adjusted margin on a non-GAAP basis are consistent with those for the corresponding measures on a U.S. GAAP basis. The difference between our operating expenses on a U.S. GAAP basis and our adjusted operating expenses on a non-GAAP basis is due to intangible asset amortization expense. See the discussion above on AUM.

Other Matters

During the third quarter of 2016, we repurchased $8.3 million, or 207,000 shares of our common stock, at an average price of $40.03 per share.

Additional Shareholder Information



	For the Quarter Ended
	Sept. 30, 2016	June 30, 2016	Sept. 30, 2015
Full time employees	1,299	1,299	1,094
Equity financings
# of transactions	25	16	22
Capital raised	$4.9 billion	$3.5 billion	$3.0 billion
Municipal negotiated issuances
# of transactions	180	192	159
Par value	$3.8 billion	$5.0 billion	$3.3 billion
Advisory transactions
# of transactions	46	22	23
Aggregate deal value	$5.8 billion	$2.4 billion	$7.0 billion
Asset Management
AUM	$8.4 billion	$8.1 billion	$9.4 billion
Common shareholders’ equity	$784.5 million	$775.0 million	$795.4 million
Number of common shares outstanding (in thousands)	12,275	12,425	13,947
Rolling 12 month return on average common shareholders’ equity *	3.6%	2.8%	6.3%
Adjusted rolling 12 month return on average common shareholders’ equity †	8.4%	6.7%	7.3%
Book value per share	$63.91	$62.38	$57.03
Tangible book value per share ‡	$37.80	$35.94	$39.36


*	Rolling 12 month return on average common shareholders' equity is computed by dividing net income applicable to Piper Jaffray Companies' for the last 12 months by average monthly common shareholders' equity.

†

Adjusted rolling 12 month return on average common shareholders' equity, a non-GAAP measure, is computed by dividing adjusted net income for the last 12 months by average monthly common shareholders' equity. For a detailed explanation of the components of adjusted net income, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information." Management believes that the adjusted rolling 12 month return on average common shareholders' equity provides a meaningful measure of our return on the core operating results of the business.

‡ Tangible book value per share, a non-GAAP measure, is computed by dividing tangible common shareholders’ equity by common shares outstanding. Tangible common shareholders’ equity equals total common shareholders’ equity less goodwill and identifiable intangible assets. Management believes that tangible book value per share is a meaningful measure of the tangible assets deployed in our business. Shareholders’ equity is the most directly comparable GAAP financial measure to tangible shareholders’ equity. The following is a reconciliation of shareholders’ equity to tangible shareholders’ equity:



	As of		As of		As of
(Amounts in thousands)	Sept. 30, 2016		June 30, 2016		Sept. 30, 2015
Common shareholders’ equity	$	784,480	$	775,011	$	795,385
Deduct: goodwill and identifiable intangible assets	320,480		328,491		246,362
Tangible common shareholders’ equity	$	464,000	$	446,520	$	549,023

Conference Call

Andrew S. Duff, chairman and chief executive officer, and Debbra L. Schoneman, chief financial officer, will hold a conference call to review the financial results on Thur., Oct. 27 at 9 a.m. ET (8 a.m. CT). The earnings release will be available on or after Oct. 27 at the firm's Web site at www.piperjaffray.com. The call can be accessed via webcast or by dialing (888)810-0209 or (706)902-1361 (international) and referencing reservation #91060185. Callers should dial in at least 15 minutes prior to the call time. A replay of the conference call will be available beginning at approximately 12 p.m. ET Oct. 27 at the same Web address or by calling (855)859-2056 and referencing reservation #91060185.

About Piper Jaffray

Piper Jaffray is an investment bank and asset management firm serving clients in the U.S. and internationally. Proven advisory teams combine deep industry, product and sector expertise with ready access to capital. Founded in 1895, the firm is headquartered in Minneapolis and has offices across the United States and in London, Aberdeen, Hong Kong and Zurich. www.piperjaffray.com

Investor Relations Contact

Tom Smith

Tel: (612)303-6336

Cautionary Note Regarding Forward-Looking Statements

This press release and the conference call to discuss the contents of this press release contain forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are subject to significant risks and uncertainties that are difficult to predict. These forward-looking statements cover, among other things, statements made about general economic and market conditions (including the outlook for equity markets and the interest rate environment), the environment and prospects for corporate advisory, capital markets and public finance transactions (including our performance in specific sectors and the outlook for future quarters), anticipated financial results generally (including expectations regarding our noncompensation expenses, compensation and benefits expense, compensation ratio, revenue levels, operating margins, earnings per share, effective tax rate, and return on equity), current deal pipelines (or backlogs), financial results for our asset management segment (including our performance in specific sectors, e.g. energy-based MLPs), the liquidity of fixed income markets and impact on our related inventory, our strategic priorities (including growth in public finance, asset management, and corporate advisory), the expected benefits of our expansion into the financial institutions and energy sectors, including the expected benefits of the integration of Simmons and Company International, River Branch Holdings LLC, and BMO Capital Markets GKST Inc. or other similar matters.

Forward-looking statements involve inherent risks and uncertainties, both known and unknown, and important factors could cause actual results to differ materially from those anticipated or discussed in the forward-looking statements. These risks, uncertainties and important factors include, but are not limited to, the following:


•	market and economic conditions or developments may be unfavorable, including in specific sectors in which we operate, and these conditions or developments, such as market fluctuations or volatility, may adversely affect our business, revenue levels and profitability;


•	net revenues from equity and debt financings and corporate advisory engagements may vary materially depending on the number, size, and timing of completed transactions, and completed transactions do not generally provide for subsequent engagements;


•	the volume of anticipated investment banking transactions as reflected in our deal pipelines (and the net revenues we earn from such transactions) may differ from expected results if there is a decline in macroeconomic conditions or the financial markets, or if the terms of any transactions are modified;


•	asset management revenue may vary based on product trends favoring passive investment products, and investment performance and market factors, with market factors impacting certain sectors that are more heavily weighted to our business, e.g. energy-based MLP funds;


•	interest rate volatility, especially if the changes are rapid or severe, could negatively impact our fixed income institutional business and the negative impact could be exaggerated by reduced liquidity in the fixed income markets;


•	strategic trading activities comprise a meaningful portion of our fixed income institutional brokerage revenue, and results from these activities may be volatile and vary significantly, including the possibility of incurring losses, on a quarterly and annual basis;

•

we may not be able to effectively integrate any business or groups of employees we acquire or hire, and the expected benefits (e.g. cost and revenue synergies) of any acquisitions or strategic hires, including that of Simmons and Company International, River Branch Holdings LLC and BMO Capital Markets GKST Inc., may take longer than anticipated to achieve and may not be achieved in their entirety or at all;


•	our stock price may fluctuate as a result of several factors, including but not limited to, changes in our revenues and operating results.

A further listing and description of these and other risks, uncertainties and important factors can be found in the sections titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015 and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015, and updated in our subsequent reports filed with the SEC (available at our Web site at www.piperjaffray.com and at the SEC Web site at www.sec.gov).

Forward-looking statements speak only as of the date they are made, and readers are cautioned not to place undue reliance on them. We undertake no obligation to update them in light of new information or future events.

###

Piper Jaffray Companies

Preliminary Results of Operations (U.S. GAAP – Unaudited)



	Three Months Ended						Percent Inc/(Dec)				Nine Months Ended
	Sept. 30,		June 30,		Sept. 30,		3Q '16		3Q '16		Sept. 30,		Sept. 30,		Percent
(Amounts in thousands, except per share data)	2016		2016		2015		vs. 2Q '16		vs. 3Q '15		2016		2015		Inc/(Dec)
Revenues:
Investment banking	$	136,682	$	97,414	$	91,640	40.3	%	49.2	%	$	338,034	$	284,786	18.7	%
Institutional brokerage	42,189		48,185		34,182		(12.4	)	23.4		122,423		106,879		14.5
Asset management	15,256		14,595		18,951		4.5		(19.5	)	43,699		58,730		(25.6	)
Interest	7,343		7,922		9,128		(7.3	)	(19.6	)	24,094		32,755		(26.4	)
Investment income	4,806		8,276		831		(41.9	)	478.3		14,019		10,123		38.5
Total revenues	206,276		176,392		154,732		16.9		33.3		542,269		493,273		9.9

Interest expense	5,429		5,909		5,115		(8.1	)	6.1		17,383		17,719		(1.9	)

Net revenues	200,847		170,483		149,617		17.8		34.2		524,886		475,554		10.4

Non-interest expenses:
Compensation and benefits	135,186		117,148		96,132		15.4		40.6		356,770		295,543		20.7
Outside services	10,288		10,184		9,316		1.0		10.4		28,923		26,385		9.6
Occupancy and equipment	8,743		8,850		7,025		(1.2	)	24.5		25,311		20,791		21.7
Communications	7,845		7,294		6,234		7.6		25.8		22,469		17,650		27.3
Marketing and business development	7,629		9,171		6,965		(16.8	)	9.5		23,804		21,186		12.4
Trade execution and clearance	2,008		1,916		1,982		4.8		1.3		5,686		5,956		(4.5	)
Restructuring and integration costs	—		3,433		1,496		N/M		N/M		10,206		1,496		582.2
Intangible asset amortization expense	8,010		4,094		1,773		95.7		351.8		15,400		5,319		189.5
Other operating expenses	2,687		1,884		11,906		42.6		(77.4	)	7,915		17,289		(54.2	)
Total non-interest expenses	182,396		163,974		142,829		11.2		27.7		496,484		411,615		20.6

Income before income tax expense	18,451		6,509		6,788		183.5		171.8		28,402		63,939		(55.6	)

Income tax expense	6,515		1,996		1,573		226.4		314.2		8,767		20,605		(57.5	)

Net income	11,936		4,513		5,215		164.5		128.9		19,635		43,334		(54.7	)

Net income applicable to noncontrolling interests	1,278		2,575		384		(50.4	)	232.8		4,602		4,532		1.5

Net income applicable to Piper Jaffray Companies (a)	$	10,658	$	1,938	$	4,831	449.9	%	120.6	%	$	15,033	$	38,802	(61.3	)%

Net income applicable to Piper Jaffray Companies’ common shareholders (a)	$	8,582	$	1,577	$	4,448	444.2	%	92.9	%	$	12,476	$	35,908	(65.3	)%

Earnings per common share
Basic	$	0.70	$	0.12	$	0.32	483.3	%	118.8	%	$	0.98	$	2.46	(60.2	)%
Diluted	$	0.70	$	0.12	$	0.32	483.3	%	118.8	%	$	0.97	$	2.46	(60.6	)%

Weighted average number of common shares outstanding
Basic	12,282		12,927		13,938		(5.0	)%	(11.9	)%	12,787		14,568		(12.2	)%
Diluted	12,298		12,942		13,952		(5.0	)%	(11.9	)%	12,801		14,594		(12.3	)%

N/M — Not meaningful

(a)

Net income applicable to Piper Jaffray Companies is the total net income earned by the Company. Piper Jaffray Companies calculates earnings per common share using the two-class method, which requires the allocation of consolidated net income between common shareholders and participating security holders, which in the case of Piper Jaffray Companies, represents unvested restricted stock with dividend rights.

Piper Jaffray Companies

Preliminary Segment Data (U.S. GAAP – Unaudited)



	Three Months Ended									Percent Inc/(Dec)				Nine Months Ended
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16		Sept. 30,			Sept. 30,			Percent
(Dollars in thousands)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15		2016			2015			Inc/(Dec)
Capital Markets
Investment banking
Financing
Equities	$	30,479		$	16,786		$	24,290		81.6	%	25.5	%	$	53,831		$	94,621		(43.1	)%
Debt	30,898			33,325			20,446			(7.3	)	51.1		80,195			69,082			16.1
Advisory services	75,230			48,112			47,135			56.4		59.6		204,971			121,653			68.5
Total investment banking	136,607			98,223			91,871			39.1		48.7		338,997			285,356			18.8

Institutional sales and trading
Equities	20,492			22,612			20,026			(9.4	)	2.3		62,773			59,338			5.8
Fixed income	25,812			28,952			18,259			(10.8	)	41.4		71,818			59,958			19.8
Total institutional sales and trading	46,304			51,564			38,285			(10.2	)	20.9		134,591			119,296			12.8

Management and performance fees	1,353			1,794			1,898			(24.6	)	(28.7	)	4,112			3,926			4.7

Investment income	4,472			7,451			7,274			(40.0	)	(38.5	)	14,009			22,194			(36.9	)

Long-term financing expenses	(2,253		)	(2,293		)	(1,668		)	(1.7	)	35.1		(6,838		)	(4,781		)	43.0

Net revenues	186,483			156,739			137,660			19.0		35.5		484,871			425,991			13.8

Operating expenses	169,745			152,028			129,224			11.7		31.4		460,628			369,114			24.8

Segment pre-tax operating income	$	16,738		$	4,711		$	8,436		255.3	%	98.4	%	$	24,243		$	56,877		(57.4	)%

Segment pre-tax operating margin	9.0		%	3.0		%	6.1		%					5.0		%	13.4		%

Asset Management
Management and performance fees
Management fees	$	13,903		$	12,801		$	17,053		8.6	%	(18.5	)%	$	39,587		$	54,596		(27.5	)%
Performance fees	—			—			—			—		—		—			208			N/M
Total management and performance fees	13,903			12,801			17,053			8.6		(18.5	)	39,587			54,804			(27.8	)

Investment income/(loss)	461			943			(5,096		)	(51.1	)	(109.0	)	428			(5,241		)	(108.2	)

Net revenues	14,364			13,744			11,957			4.5		20.1		40,015			49,563			(19.3	)

Operating expenses	12,651			11,946			13,605			5.9		(7.0	)	35,856			42,501			(15.6	)

Segment pre-tax operating income/(loss)	$	1,713		$	1,798		$	(1,648	)	(4.7	)%	(203.9	)%	$	4,159		$	7,062		(41.1	)%

Segment pre-tax operating margin	11.9		%	13.1		%	(13.8		)%					10.4		%	14.2		%

Total
Net revenues	$	200,847		$	170,483		$	149,617		17.8	%	34.2	%	$	524,886		$	475,554		10.4	%

Operating expenses	182,396			163,974			142,829			11.2		27.7		496,484			411,615			20.6

Pre-tax operating income	$	18,451		$	6,509		$	6,788		183.5	%	171.8	%	$	28,402		$	63,939		(55.6	)%

Pre-tax operating margin	9.2		%	3.8		%	4.5		%					5.4		%	13.4		%

N/M — Not meaningful

Piper Jaffray Companies

Preliminary Selected Summary Financial Information (Non-GAAP – Unaudited) (1)



	Three Months Ended									Percent Inc/(Dec)				Nine Months Ended
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16		Sept. 30,			Sept. 30,			Percent
(Amounts in thousands, except per share data)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15		2016			2015			Inc/(Dec)
Revenues:
Investment banking	$	136,682		$	97,414		$	91,640		40.3	%	49.2	%	$	338,034		$	284,786		18.7	%
Institutional brokerage	42,128			47,776			34,182			(11.8	)	23.2		122,240			106,879			14.4
Asset management	15,256			14,595			18,951			4.5		(19.5	)	43,699			58,730			(25.6	)
Interest	6,811			7,409			7,885			(8.1	)	(13.6	)	22,582			25,244			(10.5	)
Investment income	3,373			5,721			631			(41.0	)	434.5		8,682			7,932			9.5
Total revenues	204,250			172,915			153,289			18.1		33.2		535,237			483,571			10.7

Interest expense	5,249			5,727			4,895			(8.3	)	7.2		16,841			15,559			8.2

Adjusted net revenues (2)	$	199,001		$	167,188		$	148,394		19.0	%	34.1	%	$	518,396		$	468,012		10.8	%
										��
Non-interest expenses:
Adjusted compensation and benefits (3)	$	127,010		$	107,086		$	95,442		18.6	%	33.1	%	$	335,226		$	292,698		14.5	%
Ratio of adjusted compensation and benefits to adjusted net revenues	63.8		%	64.1		%	64.3		%					64.7		%	62.5		%

Adjusted non-compensation expenses (4)	$	38,632		$	38,579		$	42,589		0.1	%	(9.3	)%	$	112,220		$	106,247		5.6	%
Ratio of adjusted non-compensation expenses to adjusted net revenues	19.4		%	23.1		%	28.7		%					21.6		%	22.7		%

Adjusted income:
Adjusted income before adjusted income tax expense (5)	$	33,359		$	21,523		$	10,363		55.0	%	221.9	%	$	70,950		$	69,067		2.7	%
Adjusted operating margin (6)	16.8		%	12.9		%	7.0		%					13.7		%	14.8		%

Adjusted income tax expense (7)	12,383			7,585			3,113			63.3		297.8		25,427			24,364			4.4

Adjusted net income (8)	$	20,976		$	13,938		$	7,250		50.5	%	189.3	%	$	45,523		$	44,703		1.8	%
Effective tax rate (9)	37.1		%	35.2		%	30.0		%					35.8		%	35.3		%

Adjusted net income applicable to Piper Jaffray Companies’ common shareholders (10)	$	16,890		$	11,349		$	6,676		48.8	%	153.0	%	$	37,781		$	41,369		(8.7	)%

Adjusted earnings per diluted common share	$	1.37		$	0.88		$	0.48		55.7	%	185.4	%	$	2.95		$	2.83		4.2	%

Weighted average number of common shares outstanding
Diluted	12,298			12,942			13,952			(5.0	)%	(11.9	)%	12,801			14,594			(12.3	)%

This presentation includes non-GAAP measures. The non-GAAP measures are not meant to be considered in isolation or as a substitute for the corresponding U.S. GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."

Piper Jaffray Companies

Preliminary Adjusted Segment Data (Non-GAAP – Unaudited)



	Three Months Ended									Percent Inc/(Dec)				Nine Months Ended
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16		Sept. 30,			Sept. 30,			Percent
(Dollars in thousands)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15		2016			2015			Inc/(Dec)
Capital Markets
Investment banking
Financing
Equities	$	30,479		$	16,786		$	24,290		81.6	%	25.5	%	$	53,831		$	94,621		(43.1	)%
Debt	30,898			33,325			20,446			(7.3	)	51.1		80,195			69,082			16.1
Advisory services	75,230			48,112			47,135			56.4		59.6		204,971			121,653			68.5
Total investment banking	136,607			98,223			91,871			39.1		48.7		338,997			285,356			18.8

Institutional sales and trading
Equities	20,492			22,612			20,026			(9.4	)	2.3		62,773			59,338			5.8
Fixed income	25,399			28,212			18,259			(10.0	)	39.1		70,665			59,958			17.9
Total institutional sales and trading	45,891			50,824			38,285			(9.7	)	19.9		133,438			119,296			11.9

Management and performance fees	1,353			1,794			1,898			(24.6	)	(28.7	)	4,112			3,926			4.7

Investment income	3,039			4,896			6,051			(37.9	)	(49.8	)	8,672			14,652			(40.8	)

Long-term financing expenses	(2,253		)	(2,293		)	(1,668		)	(1.7	)	35.1		(6,838		)	(4,781		)	43.0

Adjusted net revenues (2)	184,637			153,444			136,437			20.3		35.3		478,381			418,449			14.3

Adjusted operating expenses (12)	154,378			135,106			125,936			14.3		22.6		415,760			361,188			15.1

Adjusted segment pre-tax operating income (5)	$	30,259		$	18,338		$	10,501		65.0	%	188.2	%	$	62,621		$	57,261		9.4	%

Adjusted segment pre-tax operating margin (6)	16.4		%	12.0		%	7.7		%					13.1		%	13.7		%

Continued on next page



	Three Months Ended									Percent Inc/(Dec)				Nine Months Ended
	Sept. 30,			June 30,			Sept. 30,			3Q '16		3Q '16		Sept. 30,			Sept. 30,			Percent
(Dollars in thousands)	2016			2016			2015			vs. 2Q '16		vs. 3Q '15		2016			2015			Inc/(Dec)
Asset Management
Management and performance fees
Management fees	$	13,903		$	12,801		$	17,053		8.6	%	(18.5	)%	$	39,587		$	54,596		(27.5	)%
Performance fees	—			—			—			—		—		—			208			N/M
Total management and performance fees	13,903			12,801			17,053			8.6		(18.5	)	39,587			54,804			(27.8	)

Investment income/(loss)	461			943			(5,096		)	(51.1	)	(109.0	)	428			(5,241		)	(108.2	)

Net revenues	14,364			13,744			11,957			4.5		20.1		40,015			49,563			(19.3	)

Adjusted operating expenses (13)	11,264			10,559			12,095			6.7		(6.9	)	31,686			37,757			(16.1	)

Adjusted segment pre-tax operating income/(loss) (13)	$	3,100		$	3,185		$	(138	)	(2.7	)%	N/M		$	8,329		$	11,806		(29.5	)%

Adjusted segment pre-tax operating margin (6)	21.6		%	23.2		%	(1.2		)%					20.8		%	23.8		%

Adjusted segment pre-tax operating margin excluding investment income/(loss) *	19.0		%	17.5		%	29.1		%					20.0		%	31.1		%

Total
Adjusted net revenues (2)	$	199,001		$	167,188		$	148,394		19.0	%	34.1	%	$	518,396		$	468,012		10.8	%

Adjusted operating expenses (12)	165,642			145,665			138,031			13.7		20.0		447,446			398,945			12.2

Adjusted pre-tax operating income (5)	$	33,359		$	21,523		$	10,363		55.0	%	221.9	%	$	70,950		$	69,067		2.7	%

Adjusted pre-tax operating margin (6)	16.8		%	12.9		%	7.0		%					13.7		%	14.8		%

N/M — Not meaningful

Piper Jaffray Companies

Reconciliation of U.S. GAAP to Selected Summary Financial Information (1) (Unaudited)



	Three Months Ended									Nine Months Ended
	Sept. 30,			June 30,			Sept. 30,			Sept. 30,			Sept. 30,
(Amounts in thousands, except per share data)	2016			2016			2015			2016			2015
Consolidated
Net revenues:
Net revenues – U.S. GAAP basis	$	200,847		$	170,483		$	149,617		$	524,886		$	475,554
Adjustments:
Revenue related to noncontrolling interests (11)	(1,846		)	(3,295		)	(1,223		)	(6,490		)	(7,542		)
Adjusted net revenues	$	199,001		$	167,188		$	148,394		$	518,396		$	468,012

Compensation and benefits:
Compensation and benefits – U.S. GAAP basis	$	135,186		$	117,148		$	96,132		$	356,770		$	295,543
Adjustments:
Compensation from acquisition-related agreements	(8,176		)	(10,062		)	(690		)	(21,544		)	(2,845		)
Adjusted compensation and benefits	$	127,010		$	107,086		$	95,442		$	335,226		$	292,698

Non-compensation expenses:
Non-compensation expenses – U.S. GAAP basis	$	47,210		$	46,826		$	46,697		$	139,714		$	116,072
Adjustments:
Non-compensation expenses related to noncontrolling interests (11)	(568		)	(720		)	(839		)	(1,888		)	(3,010		)
Restructuring and integration costs	—			(3,433		)	(1,496		)	(10,206		)	(1,496		)
Amortization of intangible assets related to acquisitions	(8,010		)	(4,094		)	(1,773		)	(15,400		)	(5,319		)
Adjusted non-compensation expenses	$	38,632		$	38,579		$	42,589		$	112,220		$	106,247

Income before income tax expense:
Income before income tax expense – U.S. GAAP basis	$	18,451		$	6,509		$	6,788		$	28,402		$	63,939
Adjustments:
Revenue related to noncontrolling interests (11)	(1,846		)	(3,295		)	(1,223		)	(6,490		)	(7,542		)
Expenses related to noncontrolling interests (11)	568			720			839			1,888			3,010
Compensation from acquisition-related agreements	8,176			10,062			690			21,544			2,845
Restructuring and integration costs	—			3,433			1,496			10,206			1,496
Amortization of intangible assets related to acquisitions	8,010			4,094			1,773			15,400			5,319
Adjusted income before adjusted income tax expense	$	33,359		$	21,523		$	10,363		$	70,950		$	69,067

Income tax expense:
Income tax expense – U.S. GAAP basis	$	6,515		$	1,996		$	1,573		$	8,767		$	20,605
Tax effect of adjustments:
Compensation from acquisition-related agreements	2,752			3,439			268			7,477			1,107
Restructuring and integration costs	—			557			582			3,192			582
Amortization of intangible assets related to acquisitions	3,116			1,593			690			5,991			2,070
Adjusted income tax expense	$	12,383		$	7,585		$	3,113		$	25,427		$	24,364

Net income applicable to Piper Jaffray Companies:
Net income applicable to Piper Jaffray Companies – U.S. GAAP basis	$	10,658		$	1,938		$	4,831		$	15,033		$	38,802
Adjustments:
Compensation from acquisition-related agreements	5,424			6,623			422			14,067			1,738
Restructuring and integration costs	—			2,876			914			7,014			914
Amortization of intangible assets related to acquisitions	4,894			2,501			1,083			9,409			3,249
Adjusted net income	$	20,976		$	13,938		$	7,250		$	45,523		$	44,703

Continued on next page



	Three Months Ended						Nine Months Ended
	Sept. 30,		June 30,		Sept. 30,		Sept. 30,		Sept. 30,
(Amounts in thousands, except per share data)	2016		2016		2015		2016		2015
Net income applicable to Piper Jaffray Companies' common shareholders:
Net income applicable to Piper Jaffray Companies' common stockholders – U.S. GAAP basis	$	8,582	$	1,577	$	4,448	$	12,476	$	35,908
Adjustments:
Compensation from acquisition-related agreements	4,367		5,393		389		11,675		1,608
Restructuring and integration costs	—		2,343		842		5,821		846
Amortization of intangible assets related to acquisitions	3,941		2,036		997		7,809		3,007
Adjusted net income applicable to Piper Jaffray Companies' common stockholders	$	16,890	$	11,349	$	6,676	$	37,781	$	41,369

Earnings per diluted common share:
Earnings per diluted common share – U.S. GAAP basis	$	0.70	$	0.12	$	0.32	$	0.97	$	2.46
Adjustments:
Compensation from acquisition-related agreements	0.36		0.42		0.03		0.91		0.11
Restructuring and integration costs	—		0.18		0.06		0.45		0.06
Amortization of intangible assets related to acquisitions	0.32		0.16		0.07		0.61		0.21
Adjusted earnings per diluted common share	$	1.37	$	0.88	$	0.48	$	2.95	$	2.83

Continued on next page



	Three Months Ended									Nine Months Ended
	Sept. 30,			June 30,			Sept. 30,			Sept. 30,			Sept. 30,
(Amounts in thousands, except per share data)	2016			2016			2015			2016			2015
Capital Markets
Net revenues:
Net revenues – U.S. GAAP basis	$	186,483		$	156,739		$	137,660		$	484,871		$	425,991
Adjustments:
Revenue related to noncontrolling interests (11)	(1,846		)	(3,295		)	(1,223		)	(6,490		)	(7,542		)
Adjusted net revenues	$	184,637		$	153,444		$	136,437		$	478,381		$	418,449

Operating expenses:
Operating expenses – U.S. GAAP basis	$	169,745		$	152,028		$	129,224		$	460,628		$	369,114
Adjustments:
Expenses related to noncontrolling interests (11)	(568		)	(720		)	(839		)	(1,888		)	(3,010		)
Compensation from acquisition-related agreements	(8,176		)	(10,062		)	(690		)	(21,544		)	(2,631		)
Restructuring and integration costs	—			(3,433		)	(1,496		)	(10,197		)	(1,496		)
Amortization of intangible assets related to acquisitions	(6,623		)	(2,707		)	(263		)	(11,239		)	(789		)
Adjusted operating expenses	$	154,378		$	135,106		$	125,936		$	415,760		$	361,188

Segment pre-tax operating income:
Segment pre-tax operating income – U.S. GAAP basis	$	16,738		$	4,711		$	8,436		$	24,243		$	56,877
Adjustments:
Revenue related to noncontrolling interests (11)	(1,846		)	(3,295		)	(1,223		)	(6,490		)	(7,542		)
Expenses related to noncontrolling interests (11)	568			720			839			1,888			3,010
Compensation from acquisition-related agreements	8,176			10,062			690			21,544			2,631
Restructuring and integration costs	—			3,433			1,496			10,197			1,496
Amortization of intangible assets related to acquisitions	6,623			2,707			263			11,239			789
Adjusted segment pre-tax operating income	$	30,259		$	18,338		$	10,501		$	62,621		$	57,261

Asset Management
Operating expenses:
Operating expenses – U.S. GAAP basis	$	12,651		$	11,946		$	13,605		$	35,856		$	42,501
Adjustments:
Compensation from acquisition-related agreements	—			—			—			—			(214		)
Restructuring and integration costs	—			—			—			(9		)	—
Amortization of intangible assets related to acquisitions	(1,387		)	(1,387		)	(1,510		)	(4,161		)	(4,530		)
Adjusted operating expenses	$	11,264		$	10,559		$	12,095		$	31,686		$	37,757

Segment pre-tax operating income/(loss):
Segment pre-tax operating income/(loss) – U.S. GAAP basis	$	1,713		$	1,798		$	(1,648	)	$	4,159		$	7,062
Adjustments:
Compensation from acquisition-related agreements	—			—			—			—			214
Restructuring and integration costs	—			—			—			9			—
Amortization of intangible assets related to acquisitions	1,387			1,387			1,510			4,161			4,530
Adjusted segment pre-tax operating income/(loss)	$	3,100		$	3,185		$	(138	)	$	8,329		$	11,806

Piper Jaffray Companies

Notes to Non-GAAP Financial Schedules


(1)	Selected Summary Financial Information are non-GAAP measures. Management believes that presenting results and measures on an adjusted basis in conjunction with U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods.


(2)	A non-GAAP measure which excludes revenues related to noncontrolling interests (see (11) below).


(3)	A non-GAAP measure which excludes compensation expense from acquisition-related agreements.


(4)	A non-GAAP measure which excludes (a) non-compensation expenses related to noncontrolling interests (see (11) below), (b) restructuring and integration costs and (c) amortization of intangible assets related to acquisitions.


(5)	A non-GAAP measure which excludes (a) revenues and expenses related to noncontrolling interests (see (11) below), (b) compensation from acquisition-related agreements, (c) restructuring and integration costs and (d) amortization of intangible assets related to acquisitions.


(6)	A non-GAAP measure which represents adjusted income before adjusted income tax expense as a percentage of adjusted net revenues.


(7)	A non-GAAP measure which excludes the income tax benefit from (a) compensation from acquisition-related agreements, (b) restructuring and integration costs and (c) amortization of intangible assets related to acquisitions.


(8)	A non-GAAP measure which represents net income earned by the Company excluding (a) compensation expense from acquisition-related agreements, (b) restructuring and integration costs, (c) amortization of intangible assets related to acquisitions and (d) the income tax expense/(benefit) allocated to the adjustments.


(9)	Effective tax rate is a non-GAAP measure which is computed based on a quotient, the numerator of which is adjusted income tax expense and the denominator of which is adjusted income before adjusted income tax expense.


(10)	Piper Jaffray Companies calculates earnings per common share using the two-class method, which requires the allocation of consolidated adjusted net income between common shareholders and participating security holders, which in the case of Piper Jaffray Companies, represents unvested stock with dividend rights.


(11)	Noncontrolling interests include revenue and expenses from consolidated alternative asset management entities that are not attributable, either directly or indirectly, to Piper Jaffray Companies.


(12)	A non-GAAP measure which excludes (a) expenses related to noncontrolling interests (see (11) above), (b) compensation from acquisition-related agreements, (c) restructuring and integration costs and (d) amortization of intangible assets related to acquisitions.


(13)	A non-GAAP measure which excludes (a) compensation from acquisition-related agreements and (b) amortization of intangible assets related to acquisitions.

Piper Sandler Companies (PIPR) 8-KResults of Operations and Financial Condition