Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity File Number | 001-31720 | ||
Entity Registrant Name | PIPER SANDLER COMPANIES | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 30-0168701 | ||
Entity Address, Address Line One | 800 Nicollet Mall, Suite 900 | ||
Entity Address, City or Town | Minneapolis | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55402 | ||
City Area Code | (612) | ||
Local Phone Number | 303-6000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | PIPR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, shares outstanding held by non-affiliates | 17,366,955 | ||
Entity Public Float | $ 1 | ||
Entity Common Stock, shares outstanding | 18,262,868 | ||
Entity Central Index Key | 0001230245 | ||
Amendment Flag | false | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 507,935 | $ 250,018 |
Receivables from brokers, dealers and clearing organizations | 221,491 | 283,108 |
Financial instruments and other inventory positions owned | 270,849 | 434,088 |
Financial instruments and other inventory positions owned and pledged as collateral | 130,703 | 205,674 |
Total financial instruments and other inventory positions owned | 401,552 | 639,762 |
Fixed assets (net of accumulated depreciation and amortization of $74,883 and $65,991, respectively) | 43,812 | 29,850 |
Goodwill | 227,508 | 87,649 |
Intangible assets (net of accumulated amortization of $85,592 and $40,864, respectively) | 149,858 | 16,686 |
Investments | 183,179 | 158,141 |
Net deferred income tax assets | 104,219 | 68,035 |
Right-of-use lease asset | 82,543 | 40,030 |
Other assets | 75,043 | 55,440 |
Total assets | 1,997,140 | 1,628,719 |
Liabilities and Shareholders' Equity | ||
Short-term financing | 0 | 49,978 |
Long-term financing | 195,000 | 175,000 |
Payables to brokers, dealers and clearing organizations | 18,591 | 7,514 |
Financial instruments and other inventory positions sold, but not yet purchased | 151,030 | 185,425 |
Accrued compensation | 522,412 | 300,527 |
Accrued lease liability | 99,478 | 57,169 |
Other liabilities and accrued expenses | 84,547 | 46,578 |
Total liabilities | 1,071,058 | 822,191 |
Shareholders' equity: | ||
Common stock, $0.01 par value: Shares authorized: 100,000,000 at December 31, 2020 and December 31, 2019; Shares issued: 19,533,547 at December 31, 2020 and 19,526,533 at December 31, 2019; Shares outstanding: 13,776,025 at December 31, 2020 and 13,717,315 at December 31, 2019 | 195 | 195 |
Additional paid-in capital | 847,785 | 757,669 |
Retained earnings | 271,001 | 258,669 |
Less common stock held in treasury, at cost: 5,757,522 shares at December 31, 2020 and 5,809,218 shares at December 31, 2019 | (289,359) | (284,378) |
Accumulated other comprehensive loss | (197) | (872) |
Total common shareholders' equity | 829,425 | 731,283 |
Noncontrolling interests | 96,657 | 75,245 |
Total shareholders' equity | 926,082 | 806,528 |
Total liabilities and shareholders' equity | $ 1,997,140 | $ 1,628,719 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation and amortization on fixed assets | $ 74,883 | $ 65,991 |
Accumulated amortization on intangible assets | $ 85,592 | $ 40,864 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,533,547 | 19,526,533 |
Common stock, shares outstanding | 13,776,025 | 13,717,315 |
Common stock held in treasury, shares | 5,757,522 | 5,809,218 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Investment banking | $ 858,476 | $ 629,392 | $ 588,978 |
Institutional brokerage | 357,753 | 167,891 | 124,738 |
Interest income | 13,164 | 26,741 | 32,749 |
Investment income | 23,265 | 22,275 | 11,039 |
Total revenues | 1,252,658 | 846,299 | 757,504 |
Interest expense | 14,445 | 11,733 | 16,551 |
Net revenues | 1,238,213 | 834,566 | 740,953 |
Non-interest expenses: | |||
Compensation and benefits | 877,462 | 516,090 | 488,487 |
Outside services | 38,377 | 36,184 | 36,528 |
Occupancy and equipment | 54,007 | 36,795 | 34,194 |
Communications | 44,358 | 30,760 | 28,656 |
Marketing and business development | 13,472 | 28,780 | 26,936 |
Deal-related expenses | 38,072 | 25,823 | 25,120 |
Trade execution and clearance | 18,934 | 10,186 | 8,014 |
Total restructuring and integration costs | 10,755 | 14,321 | 3,498 |
Intangible asset amortization | 44,728 | 4,298 | 4,858 |
Other operating expenses | 29,500 | 12,350 | 12,173 |
Total non-interest expenses | 1,169,665 | 715,587 | 668,464 |
Income from continuing operations before income tax expense | 68,548 | 118,979 | 72,489 |
Income tax expense | 19,192 | 24,577 | 18,046 |
Income from continuing operations | 49,356 | 94,402 | 54,443 |
Net income from discontinued operations | 0 | 23,772 | 1,387 |
Net income | 49,356 | 118,174 | 55,830 |
Net income/(loss) applicable to noncontrolling interests | 8,852 | 6,463 | (1,206) |
Net income applicable to Piper Sandler Companies | 40,504 | 111,711 | 57,036 |
Net income applicable to Piper Sandler Companies' common shareholders | 40,504 | 107,200 | 49,993 |
Amounts applicable to Piper Sandler Companies | |||
Net income from continuing operations | 40,504 | 87,939 | 55,649 |
Net income/(loss) from discontinued operations | 0 | 23,772 | 1,387 |
Net income applicable to Piper Sandler Companies | $ 40,504 | $ 111,711 | $ 57,036 |
Earnings per basic common share | |||
Income from continuing operations | $ 2.94 | $ 6.21 | $ 3.68 |
Income from discontinued operations | 0 | 1.69 | 0.09 |
Earnings per basic common share | 2.94 | 7.90 | 3.78 |
Earnings per diluted common share | |||
Income from continuing operations | 2.72 | 6.05 | 3.63 |
Income from discontinued operations | 0 | 1.65 | 0.09 |
Earnings per diluted common share | 2.72 | 7.69 | 3.72 |
Dividends declared per common share | $ 2 | $ 2.51 | $ 3.12 |
Weighted average number of common shares outstanding | |||
Basic | 13,781 | 13,555 | 13,234 |
Diluted | 14,901 | 13,937 | 13,425 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 49,356 | $ 118,174 | $ 55,830 |
Other comprehensive income/(loss), net of tax: | |||
Foreign currency translation adjustment | 675 | 526 | (119) |
Comprehensive income | 50,031 | 118,700 | 55,711 |
Comprehensive income/(loss) applicable to noncontrolling interests | 8,852 | 6,463 | (1,206) |
Comprehensive income applicable to Piper Sandler Companies | $ 41,179 | $ 112,237 | $ 56,917 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Other Comprehensive Loss | Total Common Shareholders' Equity | Total Common Shareholders' EquityCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interests | |
Beginning Balance (in shares) at Dec. 31, 2017 | 12,911,149 | |||||||||||
Beginning Balance at Dec. 31, 2017 | $ 741,235 | $ 195 | $ 791,970 | $ 176,270 | $ (273,824) | $ (1,279) | $ 693,332 | $ 47,903 | ||||
Net income | 55,830 | 57,036 | 57,036 | (1,206) | ||||||||
Dividends | (47,157) | (47,157) | (47,157) | |||||||||
Amortization/issuance of restricted stock | 48,448 | 48,448 | 48,448 | |||||||||
Repurchase of common stock through share repurchase program (in shares) | (681,233) | |||||||||||
Repurchase of common stock through share repurchase program | (47,142) | (47,142) | (47,142) | |||||||||
Issuance of treasury shares for restricted stock vestings (in shares) | 1,040,015 | |||||||||||
Issuance of treasury shares for restricted stock vestings | $ 0 | (44,459) | 44,459 | 0 | ||||||||
Repurchase of common stock for employee tax withholding (in shares) | (279,664) | (279,664) | ||||||||||
Repurchase of common stock for employee tax withholding | $ (23,761) | (23,761) | (23,761) | |||||||||
Shares reserved/issued for director compensation (in shares) | 5,130 | |||||||||||
Shares reserved/issued for director compensation | 404 | 404 | 404 | |||||||||
Other comprehensive income/(loss) | (119) | (119) | (119) | |||||||||
Cumulative effect upon adoption of new accounting standard, net of tax | Accounting Standards Update 2014-09 | [1] | $ (3,597) | $ (3,597) | $ (3,597) | ||||||||
Fund capital contributions/(distributions), net | 6,275 | 0 | 6,275 | |||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 12,995,397 | |||||||||||
Ending Balance at Dec. 31, 2018 | 730,416 | $ 195 | 796,363 | 182,552 | (300,268) | (1,398) | 677,444 | 52,972 | ||||
Net income | 118,174 | 111,711 | 111,711 | 6,463 | ||||||||
Dividends | (35,594) | (35,594) | (35,594) | |||||||||
Amortization/issuance of restricted stock | 27,137 | 27,137 | 27,137 | |||||||||
Repurchase of common stock through share repurchase program (in shares) | (501) | |||||||||||
Repurchase of common stock through share repurchase program | (32) | (32) | (32) | |||||||||
Issuance of treasury shares for restricted stock vestings (in shares) | 1,415,147 | |||||||||||
Issuance of treasury shares for restricted stock vestings | $ 0 | (66,474) | 66,474 | 0 | ||||||||
Repurchase of common stock for employee tax withholding (in shares) | (701,217) | (701,217) | ||||||||||
Repurchase of common stock for employee tax withholding | $ (50,552) | (50,552) | (50,552) | |||||||||
Shares reserved/issued for director compensation (in shares) | 8,489 | |||||||||||
Shares reserved/issued for director compensation | 643 | 643 | 643 | |||||||||
Other comprehensive income/(loss) | 526 | 526 | 526 | |||||||||
Fund capital contributions/(distributions), net | 15,810 | 0 | 15,810 | |||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 13,717,315 | |||||||||||
Ending Balance at Dec. 31, 2019 | 806,528 | $ 195 | 757,669 | 258,669 | (284,378) | (872) | 731,283 | 75,245 | ||||
Net income | 49,356 | 40,504 | 40,504 | 8,852 | ||||||||
Dividends | (28,172) | (28,172) | (28,172) | |||||||||
Amortization/issuance of restricted stock | [2] | 103,852 | 103,852 | 103,852 | ||||||||
Repurchase of common stock through share repurchase program (in shares) | (188,319) | |||||||||||
Repurchase of common stock through share repurchase program | (13,129) | (13,129) | (13,129) | |||||||||
Issuance of treasury shares for restricted stock vestings (in shares) | 309,089 | |||||||||||
Issuance of treasury shares for restricted stock vestings | 0 | (15,310) | 15,310 | 0 | ||||||||
Issuance of treasury shares for deal consideration (in shares) | 34,205 | |||||||||||
Issuance of treasury shares for deal consideration | $ 2,723 | 1,049 | 1,674 | 2,723 | ||||||||
Repurchase of common stock for employee tax withholding (in shares) | (105,193) | (105,193) | ||||||||||
Repurchase of common stock for employee tax withholding | $ (8,836) | (8,836) | (8,836) | |||||||||
Shares reserved/issued for director compensation (in shares) | 8,928 | |||||||||||
Shares reserved/issued for director compensation | 525 | 525 | 525 | |||||||||
Other comprehensive income/(loss) | 675 | 675 | 675 | |||||||||
Fund capital contributions/(distributions), net | 12,560 | 0 | 12,560 | |||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 13,776,025 | |||||||||||
Ending Balance at Dec. 31, 2020 | $ 926,082 | $ 195 | $ 847,785 | $ 271,001 | $ (289,359) | $ (197) | $ 829,425 | $ 96,657 | ||||
[1] | Cumulative effect adjustment upon adoption of revenue recognition guidance in ASU 2014-09, as amended. | |||||||||||
[2] | Includes amortization of restricted stock issued as part of deal consideration. See Note 4 for further discussion. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | |||
Net income | $ 49,356 | $ 118,174 | $ 55,830 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of fixed assets | 10,699 | 9,360 | 8,358 |
Deferred income taxes | (36,184) | 11,323 | (652) |
Gain on sale of Advisory Research, Inc. ("ARI"), net of tax | 0 | (33,026) | 0 |
Stock-based compensation | 121,688 | 32,003 | 44,285 |
Amortization of intangible assets | 44,728 | 9,763 | 10,460 |
Amortization of forgivable loans | 3,538 | 4,639 | 5,138 |
Decrease/(increase) in operating assets: | |||
Receivables from brokers, dealers and clearing organizations | 254,292 | (46,207) | (89,884) |
Net financial instruments and other inventory positions owned | 203,815 | (4,542) | 534,355 |
Investments | (24,353) | (6,255) | 24,109 |
Other assets | 4,024 | 117 | (3,758) |
Increase/(decrease) in operating liabilities: | |||
Payables to brokers, dealers and clearing organizations | 11,077 | (1,143) | (10,735) |
Accrued compensation | 132,767 | (29,277) | (60,191) |
Other liabilities and accrued expenses | 4,318 | (10,117) | (7,915) |
Decrease in assets held for sale | 0 | 20,901 | 1,882 |
Decrease in liabilities held for sale | 0 | (7,915) | (1,487) |
Net cash provided by operating activities | 779,765 | 67,798 | 509,795 |
Investing Activities: | |||
Business acquisitions, net of cash acquired | (417,414) | (19,674) | 0 |
Proceeds from sale of ARI | 0 | 52,881 | 0 |
Purchases of fixed assets, net | (17,581) | (6,516) | (15,804) |
Net cash provided by/(used in) investing activities | (434,995) | 26,691 | (15,804) |
Financing Activities: | |||
Increase/(decrease) in short-term financing | (49,978) | 25 | (239,984) |
Issuance of senior notes | 0 | 175,000 | 0 |
Repayment of senior notes | 0 | 0 | 125,000 |
Payment of cash dividend | (28,172) | (35,594) | (47,157) |
Increase in noncontrolling interests | 12,560 | 15,810 | 6,275 |
Repurchase of common stock | (21,965) | (50,584) | (70,903) |
Net cash provided by/(used in) financing activities | (87,555) | 104,657 | (476,769) |
Currency adjustment: | |||
Effect of exchange rate changes on cash | 702 | 508 | (651) |
Net increase in cash and cash equivalents | 257,917 | 199,654 | 16,571 |
Cash and can equivalents at beginning of year | 250,018 | 50,364 | 33,793 |
Cash and cash equivalents at end of year | 507,935 | 250,018 | 50,364 |
Supplemental disclosure of cash flow information: | |||
Interest | 14,485 | 12,038 | 17,129 |
Income taxes | $ 28,891 | $ 9,581 | $ 17,134 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization As described in Note 4, Piper Jaffray Companies completed the acquisition of SOP Holdings, LLC and its subsidiaries, including Sandler O'Neill & Partners, L.P. (collectively, "Sandler O'Neill") on January 3, 2020. Upon completion of the acquisition, Piper Jaffray Companies was renamed Piper Sandler Companies. Certain of its subsidiaries were also renamed. Piper Sandler Companies is the parent company of Piper Sandler & Co. ("Piper Sandler"), a securities broker dealer and investment banking firm; Piper Sandler Ltd., a firm providing securities brokerage and mergers and acquisitions services in Europe; Piper Sandler Finance LLC, which facilitates corporate debt underwriting in conjunction with affiliated credit vehicles; Piper Sandler Investment Group Inc. and PSC Capital Management LLC, entities providing alternative asset management services; Piper Sandler Loan Strategies, LLC ("PSLS"), which provides management services for primary and secondary market liquidity transactions of loan and servicing rights; Piper Sandler Hedging Services, LLC, an entity that assists clients with programmatic hedging solutions and broader hedging strategies; Piper Sandler Financial Products Inc. and Piper Sandler Financial Products II Inc., entities that facilitate derivative transactions; and other immaterial subsidiaries. Piper Sandler Companies and its subsidiaries (collectively, the "Company") operate in one reporting segment providing investment banking and institutional securities services (collectively, "Capital Markets"). The Company's Capital Markets business provides investment banking services and institutional sales, trading and research services. Investment banking services include financial advisory services, management of and participation in underwritings, and municipal financing activities. Revenues are generated through the receipt of advisory and financing fees. Institutional sales, trading and research services focus on the trading of equity and fixed income products with institutions, government and non-profit entities. Revenues are generated through commissions and sales credits earned on equity and fixed income institutional sales activities, net interest revenues on trading securities held in inventory, and profits and losses from trading these securities. Also, the Company generates revenue through strategic trading and investing activities, which focus on investments in municipal bonds and merchant banking activities involving equity investments in late stage private companies. The Company has created alternative asset management funds in merchant banking and energy in order to invest firm capital and to manage capital from outside investors. The Company receives management and performance fees for managing these funds. As discussed in Note 5, Advisory Research, Inc. ("ARI") was sold in the third quarter of 2019. ARI's results, previously reported in the Company's Asset Management segment, have been presented as discontinued operations for all prior periods presented. ARI provided traditional asset management services with product offerings in master limited partnerships and equity securities. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and include the accounts of Piper Sandler Companies, its wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. Noncontrolling interests represent equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. Noncontrolling interests include the minority equity holders' proportionate share of the equity in the Company's alternative asset management funds. All material intercompany balances have been eliminated. The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates and assumptions are based on the best information available, actual results could differ from those estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity ("VIE") or a voting interest entity. VIEs are entities in which (i) the total equity investment at risk is not sufficient to enable the entity to finance its activities independently or (ii) the at-risk equity holders do not have the normal characteristics of a controlling financial interest. A controlling financial interest in a VIE is present when an enterprise has one or more variable interests that have both (i) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The enterprise with a controlling financial interest is the primary beneficiary and consolidates the VIE. Voting interest entities lack one or more of the characteristics of a VIE. The usual condition for a controlling financial interest is ownership of a majority voting interest for a corporation or a majority of kick-out or participating rights for a limited partnership. When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity's operating and financial policies, the Company's investment is accounted for under the equity method of accounting. If the Company does not have a controlling financial interest in, or exert significant influence over, an entity, the Company accounts for its investment at fair value, if the fair value option was elected, or at cost. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with maturities of 90 days or less at the date of origination. Fair Value of Financial Instruments Financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased on the consolidated statements of financial condition consist of financial instruments (including securities with extended settlements and derivative contracts) recorded at fair value. Unrealized gains and losses related to these financial instruments are reflected on the consolidated statements of operations. Securities (both long and short), including securities with extended settlements, are recognized on a trade-date basis. Additionally, certain of the Company's investments on the consolidated statements of financial condition are recorded at fair value, either as required by accounting guidance or through the fair value election. Fair Value Measurement – Definition and Hierarchy – Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 820, "Fair Value Measurement," ("ASC 820") defines fair value as the amount at which an instrument could be exchanged in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect management's assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows: Level I – Quoted prices (unadjusted) are available in active markets for identical assets or liabilities as of the report date. A quoted price for an identical asset or liability in an active market provides the most reliable fair value measurement because it is directly observable to the market. Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the report date. The nature of these financial instruments include instruments for which quoted prices are available but traded less frequently, instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level III – Instruments that have little to no pricing observability as of the report date. These financial instruments are measured using management's best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Valuation of Financial Instruments – Based on the nature of the Company's business and its role as a "dealer" in the securities industry or as a manager of alternative asset management funds, the fair values of its financial instruments are determined internally. When available, the Company values financial instruments at observable market prices, observable market parameters, or broker or dealer prices (bid and ask prices). In the case of financial instruments transacted on recognized exchanges, the observable market prices represent quotations for completed transactions from the exchange on which the financial instrument is principally traded. A substantial percentage of the fair value of the Company's financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased, are based on observable market prices, observable market parameters, or derived from broker or dealer prices. The availability of observable market prices and pricing parameters can vary from product to product. Where available, observable market prices and pricing or market parameters in a product may be used to derive a price without requiring significant judgment. In certain markets, observable market prices or market parameters are not available for all products, and fair value is determined using techniques appropriate for each particular product. These techniques involve some degree of judgment. Results from valuation models and other techniques in one period may not be indicative of future period fair value measurement. For investments in illiquid or privately held securities that do not have readily determinable fair values, the determination of fair value requires the Company to estimate the value of the securities using the best information available. Among the factors considered by the Company in determining the fair value of such financial instruments are the cost, terms and liquidity of the investment, the financial condition and operating results of the issuer, the quoted market price of publicly traded securities with similar quality and yield, and other factors generally pertinent to the valuation of investments. In instances where a security is subject to transfer restrictions, the value of the security is based primarily on the quoted price of a similar security without restriction but may be reduced by an amount estimated to reflect such restrictions. In addition, even where the Company derives the value of a security based on information from an independent source, certain assumptions may be required to determine the security's fair value. For instance, the Company assumes that the size of positions in securities that it holds would not be large enough to affect the quoted price of the securities if the Company sells them, and that any such sale would happen in an orderly manner. The actual value realized upon disposition could be different from the currently estimated fair value. Fixed Assets Fixed assets include furniture and equipment, software and leasehold improvements. Furniture and equipment and software are depreciated using the straight-line method over estimated useful lives of three Leases A lease is a contract, or part of a contract, that conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. In making this determination, the Company considers if it obtains substantially all of the economic benefits from the use of the underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company leases its corporate headquarters and other offices under various non-cancelable leases, all of which are operating leases. In addition to rent, the leases require payment of real estate taxes, insurance and common area maintenance. Some of the leases contain renewal and/or termination options, escalation clauses, rent-free holidays and operating cost adjustments. The original terms of the Company's lease agreements generally range up to 12 years. The Company recognizes a right-of-use ("ROU") lease asset and lease liability on the consolidated statements of financial condition for all leases with a term greater than 12 months. The lease liability represents the Company’s obligation to make future lease payments and is recorded at an amount equal to the present value of the remaining lease payments due over the lease term. The ROU lease asset, which represents the right to use the underlying asset during the lease term, is measured based on the carrying value of the lease liability, adjusted for other items, such as lease incentives and uneven rent payments. The discount rate used to determine the present value of the remaining lease payments reflects the Company’s incremental borrowing rate, which is the rate the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. In calculating its discount rates, the Company takes into consideration a financing arrangement that is on a secured (i.e., collateralized) basis, as well as market interest rates and spreads, other reference points, and the respective tenors of the Company’s designated lease term ranges. The Company applies the portfolio approach in determining the discount rates for its leases. For leases that contain escalation clauses or rent-free holidays, the Company recognizes the related rent expense on a straight-line basis from the date the Company takes possession of the property to the end of the initial lease term. The Company records any difference between the straight-line rent expense and amounts paid under the leases as part of the amortization of the ROU lease asset. Cash or lease incentives received upon entering into certain leases are recognized on a straight-line basis as a reduction of rent expense from the date the Company takes possession of the property or receives the cash to the end of the initial lease term. Lease incentives, which initially reduce the ROU lease asset, are a component of the amortization of the ROU lease asset. Rent expense for leases with a term of 12 months or less is recorded on a straight-line basis over the lease term in the consolidated statements of operations. Goodwill and Intangible Assets Goodwill represents the fair value of the consideration transferred in excess of the fair value of identifiable net assets at the acquisition date. The Company tests goodwill and indefinite-life intangible assets for impairment on an annual basis and on an interim basis when circumstances exist that could indicate possible impairment. The Company tests for impairment at the reporting unit level, which is generally one level below its operating segments. The Company has identified one reporting unit: Capital Markets. When testing for impairment, the Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after making an assessment, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then further analysis is unnecessary. However, if the Company concludes otherwise, then the Company is required to perform a quantitative goodwill test, which requires management to make judgments in determining what assumptions to use in the calculation. The quantitative goodwill test compares the fair value of the reporting unit to its carrying value, including allocated goodwill. An impairment is recognized for the excess amount of a reporting unit's carrying value over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques that a market participant would use. The Company estimates the fair value of the reporting unit using the income approach (discounted cash flow method) and market approach (earnings and/or transaction multiples). See Note 12 for additional information on the Company's impairment testing. Intangible assets with determinable lives consist of customer relationships, internally developed software and the Simmons & Company International ("Simmons") trade name that are amortized over their original estimated useful lives ranging from one Investments The Company's investments include equity investments in private companies and partnerships. Equity investments in private companies are accounted for at fair value, as required by accounting guidance or if the fair value option was elected. Investments in partnerships are accounted for under the equity method, which is generally the net asset value. Other Assets Other assets include receivables and prepaid expenses. Receivables include fee receivables, income tax receivables, accrued interest, and loans made to employees, typically in connection with their recruitment. Employee loans are forgiven based on continued employment and are amortized to compensation and benefits expense using the straight-line method over the respective terms of the loans, which generally range from two Revenue Recognition Investment Banking – Investment banking revenues, which include advisory and underwriting fees, are recorded when the performance obligation for the transaction is satisfied under the terms of each engagement. Expenses associated with such transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded. Investment banking revenues are presented gross of related client reimbursed deal expenses. Expenses for completed deals are reported separately in deal-related expenses on the consolidated statements of operations. Expenses related to investment banking deals not completed are recognized as non-interest expenses in their respective category on the consolidated statements of operations. The Company's advisory fees generally consist of a nonrefundable up-front fee and a success fee. The nonrefundable fee is recorded as deferred revenue upon receipt and recognized at a point in time when the performance obligation is satisfied, or when the transaction is deemed by management to be terminated. Management's judgment is required in determining when a transaction is considered to be terminated. The substantial majority of the Company's advisory and underwriting fees (i.e., the success-related advisory fee) are considered variable consideration and recognized when it is probable that the variable consideration will not be reversed in a future period. The variable consideration is considered to be constrained until satisfaction of the performance obligation. The Company's performance obligation is generally satisfied at a point in time upon the closing of a strategic transaction, completion of a financing or underwriting arrangement, or some other defined outcome (e.g., providing a fairness opinion). At this time, the Company has transferred control of the promised service and the customer obtains control. As these arrangements represent a single performance obligation, allocation of the transaction price is not necessary. The Company has elected to apply the following optional exemptions regarding disclosure of its remaining performance obligations: (i) the Company's performance obligation is part of a contract that has an original expected duration of one year or less and/or (ii) the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. Institutional Brokerage – Institutional brokerage revenues include (i) commissions received from customers for the execution of brokerage transactions in listed and over-the-counter (OTC) equity, fixed income and convertible debt securities, which are recognized at a point in time on the trade date because the customer has obtained the rights to the underlying security provided by the trade execution service, (ii) trading gains and losses, recorded based on changes in the fair value of long and short security positions in the reporting period, (iii) fees earned by PSLS related to the brokering of loans and servicing rights in market liquidity transactions, which are recognized at a point in time on the trade date, and (iv) fees received by the Company for equity research. The Company permits institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third parties. The amounts allocated for those purposes are commonly referred to as commission share agreements or "soft dollar" arrangements. As the Company is not acting as a principal in satisfying the performance obligation for these arrangements, expenses relating to soft dollars are netted against commission revenues and included in other liabilities and accrued expenses on the consolidated statements of financial condition. Interest Revenue and Expense – The Company nets interest expense within net revenues to mitigate the effects of fluctuations in interest rates on the Company's consolidated statements of operations. The Company recognizes contractual interest on financial instruments owned and financial instruments sold, but not yet purchased (excluding derivative instruments), on an accrual basis as a component of interest revenue and expense. The Company accounts for interest related to its short-term and long-term financing arrangements on an accrual basis with related interest recorded as interest expense. Investment Income – Investment income includes realized and unrealized gains and losses from the Company's merchant banking, energy and other firm investments, as well as management and performance fees generated from the Company’s alternative asset management funds. The performance obligation related to the transfer of management and investment advisory services is satisfied over time and the related management fees are recognized under the output method, which reflects the fees that the Company has a right to invoice based on the services provided during the period. Fees are defined as a percentage of committed and/or invested capital. Amounts related to remaining performance obligations are not disclosed as the Company applies the output method. Performance fees, if earned, are recognized when it is probable that such revenue will not be reversed in a future period. Management will consider such factors as the remaining assets and residual life of the fund to conclude whether it is probable that a significant reversal of revenue will not occur in the future. See Note 22 for revenues from contracts with customers disaggregated by major business activity. Stock-Based Compensation FASB Accounting Standards Codification Topic 718, "Compensation – Stock Compensation," ("ASC 718") requires all stock-based compensation to be expensed on the consolidated statements of operations based on the grant date fair value of the award. Compensation expense related to stock-based awards that do not require future service are recognized in the year in which the awards were deemed to be earned. Stock-based awards that require future service are amortized over the relevant service period. Forfeitures of awards with service conditions are accounted for when they occur. See Note 20 for additional information on the Company's accounting for stock-based compensation. Income Taxes The Company files a consolidated U.S. federal income tax return, which includes all of its qualifying subsidiaries. The Company is also subject to income tax in various states and municipalities and those foreign jurisdictions in which it operates. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The realization of deferred tax assets is assessed and a valuation allowance is recognized to the extent that it is more likely than not that any portion of a deferred tax asset will not be realized. Tax reserves for uncertain tax positions are recorded in accordance with FASB Accounting Standards Codification Topic 740, "Income Taxes" ("ASC 740"). Earnings Per Share Basic earnings per common share is computed by dividing net income applicable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive stock options, restricted stock units and restricted shares. For periods prior to 2020, the Company calculated earnings per share using the two-class method. See Note 21 for additional information on the Company's calculation of earnings per share. Foreign Currency Translation The Company consolidates foreign subsidiaries which have designated their local currency as their functional currency. Assets and liabilities of these foreign subsidiaries are translated at period-end rates of exchange. The gains or losses resulting from translating foreign currency financial statements are included in other comprehensive income/(loss). Gains or losses resulting from foreign currency transactions are included in net income. Contingencies The Company is involved in various pending and potential legal proceedings related to its business, including litigation, arbitration and regulatory proceedings. The Company establishes reserves for potential losses to the extent that claims are probable of loss and the amount of the loss can be reasonably estimated. The determination of the outcome and reserve amounts requires significant judgment on the part of the Company's management. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of New Accounting Standards Financial Instruments – Credit Losses In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). The new guidance requires an entity to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts as opposed to delaying recognition until the loss was probable of occurring. ASU 2016-13 became effective for the Company as of January 1, 2020. There was no material impact to the Company's consolidated financial statements upon adoption of ASU 2016-13. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Acquisitions The following acquisitions were accounted for pursuant to FASB Accounting Standards Codification Topic 805, "Business Combinations." Accordingly, the purchase price of each acquisition was allocated to the acquired assets and liabilities assumed based on their estimated fair values as of the respective acquisition dates. The excess of the purchase price over the net assets acquired was allocated between goodwill and intangible assets. The fair value of the equity consideration and retention-related restricted stock was determined using the market price of the Company’s common stock on the date of the respective acquisition. SOP Holdings, LLC On January 3, 2020, the Company completed the acquisition of SOP Holdings, LLC and its subsidiaries, including Sandler O'Neill & Partners, L.P. (collectively, "Sandler O'Neill"), a full-service investment banking firm and broker dealer focused on the financial services industry. The transaction was completed pursuant to the Agreement and Plans of Merger dated July 9, 2019. The purchase price was $485.0 million, for which the Company was entitled to receive $100.0 million of tangible book value, subject to a final adjustment as of the closing date. The acquisition of Sandler O'Neill is accretive to the Company's advisory services revenues, diversifies and enhances scale in corporate financings, adds a differentiated fixed income business, and increases scale in the equity brokerage business. The net assets acquired by the Company are described below. As part of the purchase price, the Company granted 1,568,670 restricted shares valued at $124.9 million as equity consideration on the acquisition date. These restricted shares are generally subject to ratable vesting over three years and employees must fulfill service requirements in exchange for the rights to the restricted shares. Compensation expense will be amortized on a straight-line basis over the requisite service period of three years. The Company also entered into acquisition-related compensation arrangements with certain employees of $113.9 million which consisted of restricted stock ($96.9 million) and restricted cash ($17.0 million) for retention purposes. The retention-related awards are also subject to vesting restrictions and employees must remain continuously employed by the Company for the respective vesting period. Compensation expense related to these arrangements will be amortized on a straight-line basis over the requisite service period of 18 months, three years or five years (a weighted average service period of 3.7 years). The Company recorded $94.4 million of goodwill on the consolidated statements of financial condition, of which $93.4 million is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Sandler O'Neill. Identifiable intangible assets purchased by the Company consisted of customer relationships and the Sandler trade name with acquisition-date fair values of $72.4 million and $85.4 million, respectively. Transaction costs of $1.2 million and $4.8 million were incurred for the years ended December 31, 2020 and 2019, respectively, and are included in restructuring and integration costs on the consolidated statements of operations. The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments: (Amounts in thousands) Assets Cash and cash equivalents $ 27,420 Receivables from brokers, dealers and clearing organizations 192,675 Fixed assets 6,789 Goodwill 94,360 Intangible assets 157,800 Investments 685 Right-of-use lease asset 39,607 Other assets 9,628 Total assets acquired 528,964 Liabilities Accrued compensation 71,398 Accrued lease liability 39,613 Other liabilities and accrued expenses 16,441 Due to Sandler O'Neill (1) 40,673 Total liabilities assumed 168,125 Net assets acquired $ 360,839 (1) Represents the amount of excess tangible book value received by the Company on the date of acquisition. The Valence Group ("Valence") On April 3, 2020, the Company completed the acquisition of Valence, an investment bank offering mergers and acquisitions advisory services to companies and financial sponsors with a focus on the chemicals, materials and related sectors. The transaction was completed pursuant to the share purchase agreement dated February 20, 2020, as amended. The acquisition adds a new industry sector and expands the Company's presence in Europe. The net assets acquired by the Company are described below. As part of the purchase price, the Company entered into unsecured promissory notes with the former owners totaling $20.0 million (the "Valence Notes"), as discussed in Note 15. The Valence Notes were repaid in early 2021. The Company also granted 647,268 restricted shares valued at $31.2 million as equity consideration on the acquisition date. In addition, the Company entered into acquisition-related compensation arrangements with certain employees of $5.5 million in restricted stock for retention purposes. Both the equity consideration and retention-related restricted shares are subject to graded vesting, beginning on the third anniversary of the acquisition date, so long as the applicable employee remains continuously employed by the Company for such period. Compensation expense will be amortized on a straight-line basis over the requisite service period of five years. Additional cash may be earned by certain employees if a revenue threshold is exceeded during the three-year post-acquisition period to the extent they are employed by the Company at the time of payment. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the requisite performance period. If earned, the amount will be paid by July 3, 2023. The Company recorded $33.3 million of goodwill on the consolidated statements of financial condition, none of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Valence. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $14.8 million. Transaction costs of $2.5 million were incurred for the year ended December 31, 2020 and are included in restructuring and integration costs on the consolidated statements of operations. The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition: (Amounts in thousands) Assets Cash and cash equivalents $ 8,181 Fixed assets 256 Goodwill 33,300 Intangible assets 14,800 Right-of-use lease asset 3,279 Other assets 4,190 Total assets acquired 64,006 Liabilities Accrued lease liability 3,279 Other liabilities and accrued expenses 10,393 Total liabilities assumed 13,672 Net assets acquired $ 50,334 TRS Advisors LLC ("TRS") On December 31, 2020, the Company completed the acquisition of TRS, an advisory firm offering restructuring and reorganization services to companies in public, private and government settings. The transaction was completed pursuant to the equity purchase agreement dated December 8, 2020. The acquisition expands the scale of the Company's restructuring advisory business. The net assets acquired by the Company are described below. In addition to cash consideration, as part of the purchase price, the Company granted 145,952 restricted shares valued at $14.7 million as equity consideration on the acquisition date. The equity consideration restricted shares are subject to graded vesting, beginning on the third anniversary of the acquisition date, so long as the applicable employee remains continuously employed by the Company for such period. Compensation expense will be amortized on a straight-line basis over the requisite service period of five years. In addition, the Company entered into acquisition-related compensation arrangements with certain employees of $2.9 million in restricted stock for retention purposes. These restricted shares are subject to ratable vesting and employees must fulfill service requirements in exchange for the rights to the restricted shares. Compensation expense will be amortized on a straight-line basis over the requisite service period of three years. Additional cash of $7.0 million may be earned by certain employees if a revenue threshold is exceeded during the three-year post-acquisition period to the extent they are employed by the Company at the time of payment. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the requisite performance period. If earned, the amount will be paid by April 3, 2024. The Company recorded $12.2 million of goodwill on the consolidated statements of financial condition, all of which is expected to be deductible for income tax purposes. The final goodwill recorded on the Company's consolidated statements of financial condition may differ from that reflected herein as a result of measurement period adjustments. In management's opinion, the goodwill represents the reputation and operating expertise of TRS. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $5.3 million. Transaction costs of $0.8 million were incurred for the year ended December 31, 2020 and are included in restructuring and integration costs on the consolidated statements of operations. The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition: (Amounts in thousands) Assets Cash and cash equivalents $ 7 Goodwill 12,199 Intangible assets 5,300 Right-of-use lease asset 1,818 Other assets 6,423 Total assets acquired 25,747 Liabilities Accrued compensation 23 Accrued lease liability 1,818 Other liabilities and accrued expenses 7 Total liabilities assumed 1,848 Net assets acquired $ 23,899 Weeden & Co. L.P. ("Weeden & Co.") On August 2, 2019, the Company completed the acquisition of Weeden & Co., a broker dealer specializing in equity security sales and trading. The economic value of the acquisition was approximately $42.0 million and was completed pursuant to a securities purchase agreement dated February 24, 2019, as amended. The transaction added enhanced trade execution capabilities and scale to the Company's equities institutional sales and trading business. The net assets acquired by the Company are described below. As part of the purchase price, the Company granted $10.1 million in restricted cash as consideration on the acquisition date. The Company also entered into acquisition-related compensation arrangements with certain employees of $7.3 million in restricted stock for retention purposes. Both the restricted cash and restricted stock are subject to graded vesting, beginning on the third anniversary of the acquisition date, so long as the applicable employee remains continuously employed by the Company for such period. Compensation expense will be amortized on a straight-line basis over the requisite service period of four years. Additional cash of up to $31.5 million may be earned if a net revenue target is achieved during the period from January 1, 2020 to June 30, 2021 ("Weeden Earnout"). Weeden & Co.'s equity owners, a portion of whom are now employees of the Company, are eligible to receive the additional payment. Employees must fulfill service requirements in exchange for the rights to the additional payment. Amounts estimated to be payable to employees will be recorded as compensation expense on the consolidated statements of operations over the requisite performance period. The Company recorded a liability as of the acquisition date for the fair value related to non-employee equity owners, and is required to adjust this liability through the statement of operations for any changes after the acquisition date. If earned, the Weeden Earnout will be paid by September 30, 2021. As of December 31, 2020, the Company expects the maximum Weeden Earnout will be earned and has accrued a total of $25.0 million related to this additional cash payment. The Company recorded $24.1 million in non-interest expenses related to the Weeden Earnout for the year ended December 31, 2020. The Company recorded $5.8 million of goodwill on the consolidated statements of financial condition, all of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Weeden & Co. Identifiable intangible assets purchased by the Company consisted of customer relationships and internally developed software with acquisition-date fair values of $12.0 million and $4.7 million, respectively. Transaction costs of $1.9 million were incurred for the year ended December 31, 2019, and are included in restructuring and integration costs on the consolidated statements of operations. The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments: (Amounts in thousands) Assets Cash and cash equivalents $ 4,351 Receivables from brokers, dealers and clearing organizations 1,623 Fixed assets 289 Goodwill 5,794 Intangible assets 16,700 Right-of-use lease asset 6,811 Other assets 7,675 Total assets acquired 43,243 Liabilities Accrued compensation 2,156 Accrued lease liability 6,811 Other liabilities and accrued expenses 10,251 Total liabilities assumed 19,218 Net assets acquired $ 24,025 Pro Forma Financial Information The results of operations of Sandler O'Neill, Valence, TRS and Weeden & Co. have been included in the Company's consolidated financial statements prospectively beginning on the respective acquisition dates. The acquisitions have been fully integrated with the Company's existing operations. Accordingly, post-acquisition revenues and net income are not discernible. The following unaudited pro forma financial data is presented on a combined basis. Based on the respective acquisition dates, the unaudited pro forma financial data assumes that the Sandler O’Neill, Valence and TRS acquisitions had occurred on January 1, 2018, the beginning of the comparable prior period presented, and that the Weeden & Co. acquisition had occurred on January 1, 2017. Pro forma results have been prepared by adjusting the Company's historical results to include the results of operations of Sandler O'Neill, Valence, TRS and Weeden & Co. adjusted for the following significant changes: interest expense was adjusted to reflect the debt incurred by the Company to fund portions of the Sandler O’Neill and Valence purchase price; amortization expense was adjusted to account for the acquisition-date fair value of intangible assets; compensation and benefits expenses were adjusted to reflect the restricted cash or restricted stock issued as part of the respective purchase price, the restricted stock issued for retention purposes, and the cost that would have been incurred had Sandler O’Neill partners and Valence and TRS employees been included in the Company’s employee compensation arrangements; and the income tax effect of applying the Company's statutory tax rates to the results of operations of Sandler O'Neill, Valence, TRS and Weeden & Co. The Company's consolidated unaudited pro forma information presented does not necessarily reflect the results of operations that would have resulted had the acquisitions been completed at the beginning of the applicable periods presented, does not contemplate client account overlap and anticipated operational efficiencies of the combined entities, nor does it indicate the results of operations in future periods. Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Net revenues $ 1,289,331 $ 1,252,260 $ 1,183,131 Net income from continuing operations applicable to Piper Sandler Companies 44,453 73,952 6,327 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the third quarter of 2019, the Company completed the sale of its traditional asset management business, which was conducted through its wholly-owned subsidiary ARI. On September 20, 2019, the Company completed the sale of the master limited partnerships and energy infrastructure strategies business to Tortoise Capital Advisors. Additionally, on September 27, 2019, the Company completed the sale of its remaining equity strategies business to its former management team. The transactions generated cash proceeds of $53.9 million. ARI's results, previously reported in the Asset Management segment, have been presented as discontinued operations for all prior periods presented and the related assets and liabilities were classified as held for sale. The components of discontinued operations were as follows: Year Ended December 31, (Amounts in thousands) 2019 2018 Net revenues $ 26,546 $ 43,489 Operating expenses 22,589 35,227 Intangible asset amortization (1) 5,465 5,602 Restructuring costs 10,268 272 Total non-interest expenses 38,322 41,101 Income/(loss) from discontinued operations before income tax expense/(benefit) (11,776) 2,388 Income tax expense/(benefit) (2,522) 1,001 Income/(loss) from discontinued operations before gain on sales (9,254) 1,387 Gain on sales, net of tax 33,026 — Income from discontinued operations, net of tax $ 23,772 $ 1,387 (1) Includes $2.9 million of intangible asset impairment related to the ARI trade name for the year ended December 31, 2019. |
Financial Instruments and Other
Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased | 12 Months Ended |
Dec. 31, 2020 | |
Financial Instruments Owned and Sold, Not yet Purchased [Abstract] | |
Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased | Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased December 31, December 31, (Amounts in thousands) 2020 2019 Financial instruments and other inventory positions owned: Corporate securities: Equity securities $ 1,349 $ 3,046 Convertible securities 146,088 146,406 Fixed income securities 18,432 28,176 Municipal securities: Taxable securities 6,267 22,570 Tax-exempt securities 67,944 222,192 Short-term securities 28,592 67,901 Mortgage-backed securities 13 13 U.S. government agency securities 9,146 51,773 U.S. government securities 100,275 77,303 Derivative contracts 23,446 20,382 Total financial instruments and other inventory positions owned $ 401,552 $ 639,762 Financial instruments and other inventory positions sold, but not yet purchased: Corporate securities: Equity securities $ 105,190 $ 94,036 Fixed income securities 18,789 10,311 U.S. government agency securities — 9,935 U.S. government securities 21,669 67,090 Derivative contracts 5,382 4,053 Total financial instruments and other inventory positions sold, but not yet purchased $ 151,030 $ 185,425 At December 31, 2020 and 2019, financial instruments and other inventory positions owned in the amount of $130.7 million and $205.7 million, respectively, had been pledged as collateral for short-term financings. Financial instruments and other inventory positions sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated statements of financial condition. The Company economically hedges changes in the market value of its financial instruments and other inventory positions owned using inventory positions sold, but not yet purchased, interest rate derivatives, and U.S. treasury bond futures and options. Derivative Contract Financial Instruments The Company uses interest rate swaps, interest rate locks, U.S. treasury bond futures and options, and equity option contracts as a means to manage risk in certain inventory positions. The Company also enters into interest rate swaps to facilitate customer transactions. The following describes the Company's derivatives by the type of transaction or security the instruments are economically hedging. Customer matched-book derivatives: The Company enters into interest rate derivative contracts in a principal capacity as a dealer to satisfy the financial needs of its customers. The Company simultaneously enters into an interest rate derivative contract with a third party for the same notional amount to hedge the interest rate and credit risk of the initial client interest rate derivative contract. In certain limited instances, the Company has only hedged interest rate risk with a third party, and retains uncollateralized credit risk as described below. The instruments use interest rates based upon the London Interbank Offered Rate ("LIBOR") index, the Municipal Market Data ("MMD") index or the Securities Industry and Financial Markets Association ("SIFMA") index. Trading securities derivatives: The Company enters into interest rate derivative contracts and uses U.S. treasury bond futures and options to hedge interest rate and market value risks associated with its fixed income securities. These instruments use interest rates based upon the MMD index, LIBOR or the SIFMA index. The Company also enters into equity option contracts to hedge market value risk associated with its convertible securities. Derivatives are reported on a net basis by counterparty (i.e., the net payable or receivable for derivative assets and liabilities for a given counterparty) when a legal right of offset exists and on a net basis by cross product when applicable provisions are stated in master netting agreements. Cash collateral received or paid is netted on a counterparty basis, provided a legal right of offset exists. The total absolute notional contract amount, representing the absolute value of the sum of gross long and short derivative contracts, provides an indication of the volume of the Company's derivative activity and does not represent gains and losses. The following table presents the gross fair market value and the total absolute notional contract amount of the Company's outstanding derivative instruments, prior to counterparty netting, by asset or liability position: December 31, 2020 December 31, 2019 (Amounts in thousands) Derivative Derivative Notional Derivative Derivative Notional Derivative Category Assets (1) Liabilities (2) Amount Assets (1) Liabilities (2) Amount Interest rate Customer matched-book $ 233,116 $ 223,218 $ 1,955,131 $ 209,119 $ 198,315 $ 2,197,340 Trading securities — 4,225 55,375 8 1,852 110,875 $ 233,116 $ 227,443 $ 2,010,506 $ 209,127 $ 200,167 $ 2,308,215 (1) Derivative assets are included within financial instruments and other inventory positions owned on the consolidated statements of financial condition. (2) Derivative liabilities are included within financial instruments and other inventory positions sold, but not yet purchased on the consolidated statements of financial condition. The Company's derivative contracts do not qualify for hedge accounting, therefore, unrealized gains and losses are recorded on the consolidated statements of operations. The gains and losses on the related economically hedged inventory positions are not disclosed below as they are not in qualifying hedging relationships. The following table presents the Company's unrealized gains/(losses) on derivative instruments: (Amounts in thousands) Year Ended December 31, Derivative Category Operations Category 2020 2019 2018 Interest rate derivative contract Investment banking $ (1,407) $ (912) $ (1,880) Interest rate derivative contract Institutional brokerage (1,881) 2,417 334 $ (3,288) $ 1,505 $ (1,546) Credit risk associated with the Company's derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. Credit exposure associated with the Company's derivatives is driven by uncollateralized market movements in the fair value of the contracts with counterparties and is monitored regularly by the Company's financial risk committee. The Company considers counterparty credit risk in determining derivative contract fair value. The majority of the Company's derivative contracts are substantially collateralized by its counterparties, who are major financial institutions. The Company has a limited number of counterparties who are not required to post collateral. Based on market movements, the uncollateralized amounts representing the fair value of a derivative contract can become material, exposing the Company to the credit risk of these counterparties. As of December 31, 2020, the Company had $24.0 million of uncollateralized credit exposure with these counterparties (notional contract amount of $161.3 million), including $20.2 million of uncollateralized credit exposure with one counterparty. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Based on the nature of the Company's business and its role as a "dealer" in the securities industry or as a manager of alternative asset management funds, the fair values of its financial instruments are determined internally. The Company's processes are designed to ensure that the fair values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, unobservable inputs are developed based on an evaluation of all relevant empirical market data, including prices evidenced by market transactions, interest rates, credit spreads, volatilities and correlations and other security-specific information. Valuation adjustments related to illiquidity or counterparty credit risk are also considered. In estimating fair value, the Company may utilize information provided by third party pricing vendors to corroborate internally-developed fair value estimates. The Company employs specific control processes to determine the reasonableness of the fair value of its financial instruments. The Company's processes are designed to ensure that the internally-estimated fair values are accurately recorded and that the data inputs and the valuation techniques used are appropriate, consistently applied, and that the assumptions are reasonable and consistent with the objective of determining fair value. Individuals outside of the trading departments perform independent pricing verification reviews as of each reporting date. The Company has established parameters which set forth when the fair value of securities are independently verified. The selection parameters are generally based upon the type of security, the level of estimation risk of a security, the materiality of the security to the Company's consolidated financial statements, changes in fair value from period to period, and other specific facts and circumstances of the Company's securities portfolio. In evaluating the initial internally-estimated fair values made by the Company's traders, the nature and complexity of securities involved (e.g., term, coupon, collateral, and other key drivers of value), level of market activity for securities, and availability of market data are considered. The independent price verification procedures include, but are not limited to, analysis of trade data (both internal and external where available), corroboration to the valuation of positions with similar characteristics, risks and components, or comparison to an alternative pricing source, such as a discounted cash flow model. The Company's valuation committee, comprised of members of senior management and risk management, provides oversight and overall responsibility for the internal control processes and procedures related to fair value measurements. The following is a description of the valuation techniques used to measure fair value. Cash Equivalents Cash equivalents include highly liquid investments with original maturities of 90 days or less. Actively traded money market funds are measured at their net asset value and classified as Level I. Financial Instruments and Other Inventory Positions Owned The Company records financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased at fair value on the consolidated statements of financial condition with unrealized gains and losses reflected on the consolidated statements of operations. Equity securities – Exchange traded equity securities are valued based on quoted prices from the exchange for identical assets or liabilities as of the period-end date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level I. Non-exchange traded equity securities (principally hybrid preferred securities) are measured primarily using broker quotations, prices observed for recently executed market transactions and internally-developed fair value estimates based on observable inputs and are categorized within Level II of the fair value hierarchy. Convertible securities – Convertible securities are valued based on observable trades, when available, and therefore are generally categorized as Level II. Corporate fixed income securities – Fixed income securities include corporate bonds which are valued based on recently executed market transactions of comparable size, internally-developed fair value estimates based on observable inputs, or broker quotations. Accordingly, these corporate bonds are categorized as Level II. Taxable municipal securities – Taxable municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II. Tax-exempt municipal securities – Tax-exempt municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II. Short-term municipal securities – Short-term municipal securities include variable rate demand notes and other short-term municipal securities. Variable rate demand notes and other short-term municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II. Mortgage-backed securities – Mortgage-backed securities collateralized by residential mortgages are valued using cash flow models that utilize unobservable inputs including credit default rates, prepayment rates, loss severity and valuation yields. As judgment is used to determine the range of these inputs, these mortgage-backed securities are categorized as Level III. U.S. government agency securities – U.S. government agency securities include agency debt bonds and mortgage bonds. Agency debt bonds are valued by using either direct price quotes or price quotes for comparable bond securities and are categorized as Level II. Mortgage bonds include bonds secured by mortgages, mortgage pass-through securities, agency collateralized mortgage-obligation ("CMO") securities and agency interest-only securities. Mortgage pass-through securities, CMO securities and interest-only securities are valued using recently executed observable trades or other observable inputs, such as prepayment speeds and therefore are generally categorized as Level II. Mortgage bonds are valued using observable market inputs, such as market yields on spreads over U.S. treasury securities, or models based upon prepayment expectations. These securities are categorized as Level II. U.S. government securities – U.S. government securities include highly liquid U.S. treasury securities which are generally valued using quoted market prices and therefore categorized as Level I. The Company does not transact in securities of countries other than the U.S. government. Derivative contracts – Derivative contracts include interest rate swaps, interest rate locks, U.S. treasury bond futures and options, and equity option contracts. These instruments derive their value from underlying assets, reference rates, indices or a combination of these factors. The Company's equity option derivative contracts are valued based on quoted prices from the exchange for identical assets or liabilities as of the period-end date. To the extent these contracts are actively traded and valuation adjustments are not applied, they are categorized as Level I. The majority of the Company's interest rate derivative contracts, including both interest rate swaps and interest rate locks, are valued using market standard pricing models based on the net present value of estimated future cash flows. The valuation models used do not involve material subjectivity as the methodologies do not entail significant judgment and the pricing inputs are market observable, including contractual terms, yield curves and measures of volatility. These instruments are classified as Level II within the fair value hierarchy. Certain interest rate locks transact in less active markets and were valued using valuation models that included the previously mentioned observable inputs and certain unobservable inputs that required significant judgment, such as the premium over the MMD curve. These instruments are classified as Level III. Investments The Company's investments valued at fair value include equity investments in private companies and partnerships. Investments in private companies are valued based on an assessment of each underlying security, considering rounds of financing, third party transactions and market-based information, including comparable company transactions, trading multiples (e.g., multiples of revenue and earnings before interest, taxes, depreciation and amortization ("EBITDA")) and changes in market outlook, among other factors. These securities are generally categorized as Level III. Fair Value Option – The fair value option permits the irrevocable fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The fair value option was elected for certain merchant banking and other investments at inception to reflect economic events in earnings on a timely basis. Merchant banking and other equity investments of $1.8 million and $2.1 million, included within investments on the consolidated statements of financial condition, were accounted for at fair value and were classified as Level III assets at December 31, 2020 and 2019, respectively. The realized and unrealized net impact from fair value changes included in earnings as a result of electing to apply the fair value option to certain financial assets were gains of $0.2 million, losses of $0.6 million and gains of $0.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following table summarizes quantitative information about the significant unobservable inputs used in the fair value measurement of the Company's Level III financial instruments as of December 31, 2020: Valuation Weighted Technique Unobservable Input Range Average (1) Assets Financial instruments and other inventory positions owned: Derivative contracts: Interest rate locks Discounted cash flow Premium over the MMD curve in basis points ("bps") (2) 1 - 3 bps 1.8 bps Investments at fair value: Equity securities in private companies Market approach Revenue multiple (2) 3 - 5 times 4.1 times EBITDA multiple (2) 9 - 20 times 15.8 times Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Derivative contracts: Interest rate locks Discounted cash flow Premium over the MMD curve in bps (3) 0 - 8 bps 2.4 bps Uncertainty of fair value measurements: (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. (2) Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly higher/(lower) fair value measurement. (3) Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly lower/(higher) fair value measurement. The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 2020: Counterparty and Cash Collateral (Amounts in thousands) Level I Level II Level III Netting (1) Total Assets Financial instruments and other inventory positions owned: Corporate securities: Equity securities $ 330 $ 1,019 $ — $ — $ 1,349 Convertible securities — 146,088 — — 146,088 Fixed income securities — 18,432 — — 18,432 Municipal securities: Taxable securities — 6,267 — — 6,267 Tax-exempt securities — 67,944 — — 67,944 Short-term securities — 28,592 — — 28,592 Mortgage-backed securities — — 13 — 13 U.S. government agency securities — 9,146 — — 9,146 U.S. government securities 100,275 — — — 100,275 Derivative contracts — 232,846 270 (209,670) 23,446 Total financial instruments and other inventory positions owned 100,605 510,334 283 (209,670) 401,552 Cash equivalents 468,091 — — — 468,091 Investments at fair value 16,496 5,358 152,995 (2) — 174,849 Total assets $ 585,192 $ 515,692 $ 153,278 $ (209,670) $ 1,044,492 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Corporate securities: Equity securities $ 102,013 $ 3,177 $ — $ — $ 105,190 Fixed income securities — 18,789 — — 18,789 U.S. government securities 21,669 — — — 21,669 Derivative contracts — 223,737 3,706 (222,061) 5,382 Total financial instruments and other inventory positions sold, but not yet purchased $ 123,682 $ 245,703 $ 3,706 $ (222,061) $ 151,030 (1) Represents cash collateral and the impact of netting on a counterparty basis. The Company had no securities posted as collateral to its counterparties. (2) Includes noncontrolling interests of $96.7 million primarily attributable to unrelated third party ownership in consolidated merchant banking funds. The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 2019: Counterparty and Cash Collateral (Amounts in thousands) Level I Level II Level III Netting (1) Total Assets Financial instruments and other inventory positions owned: Corporate securities: Equity securities $ 469 $ 2,577 $ — $ — $ 3,046 Convertible securities — 146,406 — — 146,406 Fixed income securities — 28,176 — — 28,176 Municipal securities: Taxable securities — 22,570 — — 22,570 Tax-exempt securities — 222,192 — — 222,192 Short-term securities — 67,901 — — 67,901 Mortgage-backed securities — — 13 — 13 U.S. government agency securities — 51,773 — — 51,773 U.S. government securities 77,303 — — — 77,303 Derivative contracts — 209,119 8 (188,745) 20,382 Total financial instruments and other inventory positions owned 77,772 750,714 21 (188,745) 639,762 Cash equivalents 226,744 — — — 226,744 Investments at fair value 17,658 — 132,329 (2) — 149,987 Total assets $ 322,174 $ 750,714 $ 132,350 $ (188,745) $ 1,016,493 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Corporate securities: Equity securities $ 88,794 $ 5,242 $ — $ — $ 94,036 Fixed income securities — 10,311 — — 10,311 U.S. government agency securities — 9,935 — — 9,935 U.S. government securities 67,090 — — — 67,090 Derivative contracts — 198,604 1,563 (196,114) 4,053 Total financial instruments and other inventory positions sold, but not yet purchased $ 155,884 $ 224,092 $ 1,563 $ (196,114) $ 185,425 (1) Represents cash collateral and the impact of netting on a counterparty basis. The Company had no securities posted as collateral to its counterparties. (2) Includes noncontrolling interests of $75.2 million primarily attributable to unrelated third party ownership in consolidated merchant banking funds. The Company's Level III assets were $153.3 million and $132.4 million, or 14.7 percent and 13.0 percent of financial instruments measured at fair value at December 31, 2020 and 2019, respectively. There were no significant transfers between levels for the year ended December 31, 2020. The following tables summarize the changes in fair value associated with Level III financial instruments held at the beginning or end of the periods presented: Unrealized gains/ (losses) for assets/ Balance at Realized Unrealized Balance at liabilities held at December 31, Transfers Transfers gains/ gains/ December 31, December 31, (Amounts in thousands) 2019 Purchases Sales in out (losses) (losses) 2020 2020 Assets Financial instruments and other inventory positions owned: Mortgage-backed securities $ 13 $ — $ — $ — $ — $ — $ — $ 13 $ — Derivative contracts 8 1,005 (535) — — (470) 262 270 270 Total financial instruments and other inventory positions owned 21 1,005 (535) — — (470) 262 283 270 Investments at fair value 132,329 16,133 (6,285) — (130) (3,264) 14,212 152,995 8,711 Total assets $ 132,350 $ 17,138 $ (6,820) $ — $ (130) $ (3,734) $ 14,474 $ 153,278 $ 8,981 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Derivative contracts $ 1,563 $ (14,983) $ 379 $ — $ — $ 14,604 $ 2,143 $ 3,706 $ 3,706 Total financial instruments and other inventory positions sold, but not yet purchased $ 1,563 $ (14,983) $ 379 $ — $ — $ 14,604 $ 2,143 $ 3,706 $ 3,706 Unrealized gains/ (losses) for assets/ Balance at Realized Unrealized Balance at liabilities held at December 31, Transfers Transfers gains/ gains/ December 31, December 31, (Amounts in thousands) 2018 Purchases Sales in out (losses) (losses) 2019 2019 Assets Financial instruments and other inventory positions owned: Mortgage-backed securities $ 15 $ — $ (6) $ — $ — $ (23) $ 27 $ 13 $ — Derivative contracts 229 42 (796) — — 755 (222) 8 8 Total financial instruments and other inventory positions owned 244 42 (802) — — 732 (195) 21 8 Investments at fair value 107,792 23,624 (14,897) — (783) 2,901 13,692 132,329 16,105 Total assets $ 108,036 $ 23,666 $ (15,699) $ — $ (783) $ 3,633 $ 13,497 $ 132,350 $ 16,113 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Derivative contracts $ 4,202 $ (16,311) $ — $ — $ — $ 16,311 $ (2,639) $ 1,563 $ 1,563 Total financial instruments and other inventory positions sold, but not yet purchased $ 4,202 $ (16,311) $ — $ — $ — $ 16,311 $ (2,639) $ 1,563 $ 1,563 Realized and unrealized gains/(losses) related to financial instruments, with the exception of customer matched-book derivatives, are reported in institutional brokerage on the consolidated statements of operations. Realized and unrealized gains/(losses) related to customer matched-book derivatives are reported in investment banking. Realized and unrealized gains/(losses) related to investments are reported in investment banking revenues or investment income on the consolidated statements of operations. The carrying values of the Company's cash, receivables and payables either from or to brokers, dealers and clearing organizations and short- and long-term financings approximate fair value due to either their liquid or short-term nature. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2020 | |
Items Included in Consolidated Statement of Financial Condition [Abstract] | |
Variable Interest Entities | Variable Interest Entities ("VIEs") The Company has investments in and/or acts as the managing partner of various partnerships and limited liability companies. These entities were established for the purpose of investing in securities of public or private companies, or municipal debt obligations, and were initially financed through the capital commitments or seed investments of the members. VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities. The determination as to whether an entity is a VIE is based on the structure and nature of each entity. The Company also considers other characteristics such as the power through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance and how the entity is financed. The Company is required to consolidate all VIEs for which it is considered to be the primary beneficiary. The determination as to whether the Company is considered to be the primary beneficiary is based on whether the Company has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Consolidated VIEs The Company's consolidated VIEs at December 31, 2020 include certain alternative asset management funds in which the Company has an investment and, as the managing partner, is deemed to have both the power to direct the most significant activities of the funds and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these funds. The following table presents information about the carrying value of the assets and liabilities of the VIEs which are consolidated by the Company and included on the consolidated statements of financial condition at December 31, 2020. The assets can only be used to settle the liabilities of the respective VIE, and the creditors of the VIEs do not have recourse to the general credit of the Company. One of these VIEs has $25.0 million of bank line financing available with an interest rate based on prime plus an applicable margin. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. Alternative Asset (Amounts in thousands) Management Funds Assets Investments $ 150,879 Other assets 5,905 Total assets $ 156,784 Liabilities Other liabilities and accrued expenses $ 2,593 Total liabilities $ 2,593 The Company has investments in a grantor trust which was established as part of a nonqualified deferred compensation plan. The Company is the primary beneficiary of the grantor trust. Accordingly, the assets and liabilities of the grantor trust are consolidated by the Company on the consolidated statements of financial condition. See Note 20 for additional information on the nonqualified deferred compensation plan. Nonconsolidated VIEs The Company determined it is not the primary beneficiary of certain VIEs and accordingly does not consolidate them. These VIEs had net assets approximating $1.8 billion and $0.3 billion at December 31, 2020 and 2019, respectively. The Company's exposure to loss from these VIEs is $7.8 million, which is the carrying value of its capital contributions recorded in investments on the consolidated statements of financial condition at December 31, 2020. The Company had no liabilities related to these VIEs at December 31, 2020 and 2019. Furthermore, the Company has not provided financial or other support to these VIEs that it was not previously contractually required to provide as of December 31, 2020. |
Receivables from and Payables t
Receivables from and Payables to Brokers, Dealers and Clearing Organizations | 12 Months Ended |
Dec. 31, 2020 | |
Brokers and Dealers [Abstract] | |
Receivables from and Payables to Brokers, Dealers and Clearing Organizations | Receivables from and Payables to Brokers, Dealers and Clearing Organizations December 31, December 31, (Amounts in thousands) 2020 2019 Receivable from clearing organizations $ 184,662 $ 260,436 Receivable from brokers and dealers 33,514 19,161 Other 3,315 3,511 Total receivables from brokers, dealers and clearing organizations $ 221,491 $ 283,108 December 31, December 31, (Amounts in thousands) 2020 2019 Payable to brokers and dealers $ 18,591 $ 7,514 Total payables to brokers, dealers and clearing organizations $ 18,591 $ 7,514 Under the Company's fully disclosed clearing agreement, the majority of its securities inventories and all of its customer activities are held by or cleared through Pershing LLC ("Pershing"). The Company has also established an arrangement to obtain financing from Pershing related to the majority of its trading activities. Financing under this arrangement is secured primarily by securities, and collateral limitations could reduce the amount of funding available under this arrangement. The funding is at the discretion of Pershing and could be denied. The Company's clearing arrangement activities are recorded net from trading activity. The Company's fully disclosed clearing agreement includes a covenant requiring Piper Sandler to maintain excess net capital of $120 million. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments The Company's investments include investments in private companies and partnerships. December 31, December 31, (Amounts in thousands) 2020 2019 Investments at fair value $ 174,849 $ 149,987 Investments at cost 611 1,084 Investments accounted for under the equity method 7,719 7,070 Total investments 183,179 158,141 Less investments attributable to noncontrolling interests (1) (96,657) (75,245) $ 86,522 $ 82,896 (1) Noncontrolling interests are primarily attributable to unrelated third party ownership in consolidated merchant banking funds. At December 31, 2020, investments carried on a cost basis had an estimated fair market value of $0.6 million. Because valuation estimates were based upon management's judgment, investments carried at cost would be categorized as Level III assets in the fair value hierarchy, if they were carried at fair value. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets December 31, December 31, (Amounts in thousands) 2020 2019 Fee receivables $ 38,840 $ 18,574 Accrued interest receivables 1,474 2,977 Forgivable loans, net 5,526 5,227 Prepaid expenses 14,585 10,687 Income tax receivables — 2,658 Other 14,618 15,317 Total other assets $ 75,043 $ 55,440 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets (Amounts in thousands) Goodwill Balance at December 31, 2018 $ 81,855 Goodwill acquired 5,794 Balance at December 31, 2019 $ 87,649 Goodwill acquired 139,859 Balance at December 31, 2020 $ 227,508 Intangible assets Balance at December 31, 2018 $ 4,284 Intangible assets acquired 16,700 Amortization of intangible assets (4,298) Balance at December 31, 2019 $ 16,686 Intangible assets acquired 177,900 Amortization of intangible assets (44,728) Balance at December 31, 2020 $ 149,858 As discussed in Note 4, the addition of goodwill and intangible assets during the year ended December 31, 2020 related to the acquisitions of Sandler O'Neill, Valence and TRS. Management identified $157.8 million of intangible assets related to the acquisition of Sandler O'Neill, consisting of customer relationships of $72.4 million and the Sandler trade name of $85.4 million. The customer relationships will be amortized over a weighted average life of 2.4 years. The Sandler trade name is an indefinite-lived intangible asset and will not be subject to amortization. Management identified $14.8 million of customer relationship intangible assets related to the acquisition of Valence, which will be amortized over a weighted average life of 1.4 years. Management also identified $5.3 million of customer relationship intangible assets related to the acquisition of TRS, which will be amortized over one year. The addition of goodwill and intangible assets during the year ended December 31, 2019 related to the acquisition of Weeden & Co. Management identified $16.7 million of intangible assets, consisting of $12.0 million of customer relationships and $4.7 million of internally developed software, which are being amortized over a weighted average life of 8.4 years and 3.6 years, respectively. Intangible assets with determinable lives primarily consist of customer relationships and internally developed software. The following table summarizes the future aggregate amortization expense of the Company's intangible assets with determinable lives: (Amounts in thousands) 2021 $ 30,080 2022 9,344 2023 7,442 2024 6,292 2025 5,302 Thereafter 5,998 Total $ 64,458 The Company performed its annual goodwill impairment testing as of October 31, 2020, which resulted in no impairment. The annual goodwill impairment testing for 2019 and 2018 resulted in no impairment associated with the Capital Markets reporting unit. The Company also evaluated its intangible assets and concluded there was no impairment in 2020, 2019 and 2018 associated with the Capital Markets reporting unit. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets December 31, December 31, (Amounts in thousands) 2020 2019 Furniture and equipment $ 50,971 $ 44,018 Leasehold improvements 55,510 39,714 Software 12,214 12,109 Total 118,695 95,841 Accumulated depreciation and amortization (74,883) (65,991) $ 43,812 $ 29,850 For the years ended December 31, 2020, 2019 and 2018, depreciation and amortization of furniture and equipment, leasehold improvements and software totaled $10.7 million, $9.3 million and $8.1 million, respectively, and are included in occupancy and equipment expense from continuing operations on the consolidated statements of operations. |
Short-Term Financing
Short-Term Financing | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short-Term Financing | Short-Term Financing Outstanding Balance Weighted Average Interest Rate December 31, December 31, December 31, December 31, (Amounts in thousands) 2020 2019 2020 2019 Commercial paper $ — $ 49,978 — % 2.69 % Total short-term financing $ — $ 49,978 The Company issues secured commercial paper to fund a portion of its securities inventory. The commercial paper notes ("CP Notes") can be issued with maturities of 27 days to 270 days from the date of issuance. The CP Notes are currently issued under the CP Series II A program, and are secured by different inventory classes. The CP Notes are interest bearing or sold at a discount to par with an interest rate based on LIBOR plus an applicable margin. CP Series II A includes a covenant that requires the Company's U.S. broker dealer subsidiary to maintain excess net capital of $100 million. At December 31, 2020, the CP Series II A program had no outstanding balance. The Company retired the CP Series A program on January 2, 2020. The Company has an unsecured $50 million revolving credit facility with U.S. Bank, N.A. The credit agreement will terminate on December 20, 2022, unless otherwise terminated, and is subject to a one-year extension exercisable at the option of the Company. This credit facility includes customary events of default and covenants that, among other things, requires the Company's U.S. broker dealer subsidiary to maintain a minimum regulatory net capital of $120 million, limits the Company's leverage ratio, requires maintenance of a minimum ratio of operating cash flow to fixed charges, and imposes certain limitations on the Company's ability to make acquisitions and make payments on its capital stock. At December 31, 2020, there were no advances against this credit facility. In January 2021, the Company increased this credit facility from $50 million to $65 million. The Company's committed short-term bank line financing at December 31, 2020 consisted of a one |
Long-Term Financing
Long-Term Financing | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Financing | Long-Term Financing On October 15, 2019, the Company entered into a note purchase agreement with certain entities advised by Pacific Investment Management Company ("PIMCO"), under which the Company issued unsecured fixed rate senior notes ("Notes") in the amount of $175 million. The Notes consist of two classes, Class A Notes and Class B Notes, with principal amounts of $50 million and $125 million, respectively. The Class A Notes bear interest at an annual fixed rate of 4.74 percent and mature on October 15, 2021. The Class B Notes bear interest at an annual fixed rate of 5.20 percent and mature on October 15, 2023. Interest on the Notes is payable semi-annually. The unpaid principal amounts are due in full on the respective maturity dates and may not be prepaid by the Company. On April 3, 2020, the Company entered into unsecured promissory notes as part of the acquisition of Valence totaling $20 million. The Valence Notes bear interest at an annual fixed rate of 5.0 percent and mature on October 15, 2021. Interest is payable quarterly in arrears. The Valence Notes were repaid in early 2021. Long-term financing arrangements are recorded at amortized cost which approximates fair value at December 31, 2020. |
Contingencies, Commitments and
Contingencies, Commitments and Guarantees | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies, Commitments and Guarantees | Contingencies, Commitments and Guarantees Legal Contingencies The Company has been named as a defendant in various legal actions, including complaints and litigation and arbitration claims, arising from its business activities. Such actions include claims related to securities brokerage and investment banking activities, and certain class actions that primarily allege violations of securities laws and seek unspecified damages, which could be substantial. Also, the Company is involved from time to time in investigations and proceedings by governmental agencies and self-regulatory organizations ("SROs") which could result in adverse judgments, settlements, penalties, fines or other relief. The Company has established reserves for potential losses that are probable and reasonably estimable that may result from pending and potential legal actions, investigations and regulatory proceedings. Reasonably possible losses in excess of amounts accrued at December 31, 2020 are not material. In many cases, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to be more developed before a loss or range of loss can reasonably be estimated. Given uncertainties regarding the timing, scope, volume and outcome of pending and potential legal actions, investigations and regulatory proceedings and other factors, the amounts of reserves and ranges of reasonably possible losses are difficult to determine and of necessity subject to future revision. Subject to the foregoing, management of the Company believes, based on currently available information, after consultation with outside legal counsel and taking into account its established reserves, that pending legal actions, investigations and regulatory proceedings will be resolved with no material adverse effect on the consolidated statements of financial condition, results of operations or cash flows of the Company. However, if during any period a potential adverse contingency should become probable or resolved for an amount in excess of the established reserves, the results of operations and cash flows in that period and the financial condition as of the end of that period could be materially adversely affected. In addition, there can be no assurance that material losses will not be incurred from claims that have not yet been brought to the Company's attention or are not yet determined to be reasonably possible. Litigation-related reserve activity included within other operating expenses from continuing operations was immaterial for the years ended December 31, 2020, 2019 and 2018. Operating Lease Commitments The Company leases office space throughout the United States and in a limited number of foreign countries where the Company's international operations reside. Aggregate minimum lease commitments on an undiscounted basis for the Company's operating leases (including short-term leases) as of December 31, 2020 were as follows: (Amounts in thousands) 2021 $ 24,345 2022 22,589 2023 18,421 2024 16,185 2025 14,060 Thereafter 22,471 Total $ 118,071 Total minimum rentals to be received from 2021 through 2024 under noncancelable subleases were $1.5 million at December 31, 2020. The following table summarizes the Company's operating lease costs and sublease income from continuing operations subsequent to the adoption of ASU No. 2016-02, "Leases (Topic 842)" on January 1, 2019: Year Ended December 31, (Amounts in millions) 2020 2019 Operating lease costs $ 21.9 $ 12.1 Operating lease costs related to short-term leases 0.8 0.7 Sublease income 1.8 1.6 At December 31, 2020, the weighted average remaining lease term for operating leases was 5.6 years and the weighted average discount rate was 4.0 percent. Investment Commitments As of December 31, 2020, the Company had commitments to invest approximately $66.0 million in limited partnerships or limited liability companies that make direct or indirect equity or debt investments in companies. Other Guarantees The Company is a member of numerous exchanges. Under the membership agreements with these entities, members generally are required to guarantee the performance of other members, and if a member becomes unable to satisfy its obligations to the exchange, other members would be required to meet shortfalls. To mitigate these performance risks, the exchanges often require members to post collateral. In addition, the Company identifies and guarantees certain clearing agents against specified potential losses in connection with providing services to the Company or its affiliates. The Company's maximum potential liability under these arrangements cannot be quantified. However, management believes the likelihood that the Company would be required to make payments under these arrangements is remote. Accordingly, no liability is recorded in the consolidated statements of financial condition for these arrangements. Concentration of Credit Risk The Company provides investment, capital-raising and related services to a diverse group of domestic and foreign customers, including governments, corporations, and institutional and individual investors. The Company's exposure to credit risk associated with the non-performance of customers in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile securities markets, credit markets and regulatory changes. This exposure is measured on an individual customer basis and on a group basis for customers that share similar attributes. To alleviate the potential for risk concentrations, counterparty credit limits have been implemented for certain products and are continually monitored in light of changing customer and market conditions. |
Restructuring and Integration C
Restructuring and Integration Costs | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring and Integration Costs The Company incurred restructuring and integration costs from continuing operations for the year ended December 31, 2020, primarily in conjunction with its acquisition of Sandler O'Neill, which closed on January 3, 2020, its acquisition of Valence, which closed on April 3, 2020, and its acquisition of TRS, which closed on December 31, 2020. The Company incurred restructuring and integration costs from continuing operations for the year ended December 31, 2019, primarily in conjunction with its acquisition of Weeden & Co., which closed on August 2, 2019, and the pending acquisition of Sandler O'Neill. The Company incurred restructuring costs from continuing operations for the year ended December 31, 2018, primarily related to headcount reductions. Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Severance, benefits and outplacement $ 3,032 $ 2,938 $ 3,183 Contract termination 891 2,798 185 Vacated leased office space 2,481 1,726 130 Total restructuring costs 6,404 7,462 3,498 Integration costs 4,351 6,859 — Total restructuring and integration costs $ 10,755 $ 14,321 $ 3,498 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity The Company's amended and restated certificate of incorporation provides for the issuance of up to 100,000,000 shares of common stock with a par value of $0.01 per share and up to 5,000,000 shares of undesignated preferred stock with a par value of $0.01 per share. Common Stock The holders of the Company's common stock are entitled to one vote per share on all matters to be voted upon by the shareholders. Subject to preferences that may be applicable to any outstanding preferred stock of Piper Sandler Companies, the holders of its common stock are entitled to receive ratably such dividends, if any, as may be declared out of funds legally available for that purpose. There are also restrictions on the payment of dividends as set forth in Note 23. The Company's board of directors determines the declaration and payment of dividends on a quarterly basis, and is free to change the Company's dividend policy at any time. Dividends The Company's current dividend policy includes both a quarterly and an annual special cash dividend. The annual special cash dividend is payable in the first quarter of each year, beginning in 2018, with the intention of returning a metric based on net income from the previous fiscal year. In 2020, the Company declared and paid quarterly cash dividends on its common stock, aggregating $1.25 per share, and an annual special cash dividend on its common stock related to fiscal year 2019 results of $0.75 per share, totaling $28.2 million. In 2019, the Company declared and paid quarterly cash dividends on its common stock, aggregating $1.50 per share, and an annual special cash dividend on its common stock related to fiscal year 2018 results of $1.01 per share, totaling $35.6 million. In 2018, the Company declared and paid quarterly cash dividends on its common stock, aggregating $1.50 per share, and an annual special cash dividend on its common stock related to fiscal year 2017 results of $1.62 per share, totaling $47.2 million. On February 4, 2021, the board of directors declared both a quarterly and annual special cash dividend on its common stock of $0.40 and $1.85 per share, respectively, to be paid on March 12, 2021, to shareholders of record as of the close of business on March 3, 2021. In the event that Piper Sandler Companies is liquidated or dissolved, the holders of its common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to any prior distribution rights of Piper Sandler Companies preferred stock, if any, then outstanding. Currently, there is no outstanding preferred stock. The holders of the common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to Piper Sandler Companies common stock. Share Repurchases Effective January 1, 2020, the Company's board of directors authorized the repurchase of up to $150.0 million in common shares through December 31, 2021. In 2020, the Company repurchased 188,319 shares at an average price of $69.72 per share for an aggregate purchase price of $13.1 million related to this authorization. The Company has $136.9 million remaining under this authorization. Effective September 30, 2017, the Company's board of directors authorized the repurchase of up to $150.0 million in common shares, which expired on September 30, 2019. In 2019, the Company repurchased 501 shares at an average price of $64.80 per share related to this authorization. In 2018, the Company repurchased 681,233 shares at an average price of $69.20 per share for an aggregate purchase price of $47.1 million related to this authorization. The Company also purchases shares of common stock from restricted stock award recipients upon the award vesting or as recipients sell shares to meet their employment tax obligations. The Company purchased 105,193 shares or $8.8 million; 701,217 shares or $50.6 million; and 279,664 shares or $23.8 million of the Company's common stock for these purposes during the years ended December 31, 2020, 2019 and 2018, respectively. Issuance of Shares The Company issues common shares out of treasury stock as a result of employee restricted share vesting and exercise transactions as discussed in Note 20. During the years ended December 31, 2020, 2019 and 2018, the Company issued 309,089 shares, 1,415,147 shares and 1,040,015 shares, respectively, related to these obligations. During the year ended December 31, 2020, the Company also issued 34,205 common shares out of treasury stock for Sandler O'Neill deal consideration, as discussed in Note 4. Preferred Stock The Piper Sandler Companies board of directors has the authority, without action by its shareholders, to designate and issue preferred stock in one or more series and to designate the rights, preferences and privileges of each series, which may be greater than the rights associated with the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of common stock until the Piper Sandler Companies board of directors determines the specific rights of the holders of preferred stock. However, the effects might include, among other things, the following: restricting dividends on its common stock, diluting the voting power of its common stock, impairing the liquidation rights of its common stock and delaying or preventing a change in control of Piper Sandler Companies without further action by its shareholders. Noncontrolling Interests The consolidated financial statements include the accounts of Piper Sandler Companies, its wholly owned subsidiaries and other entities in which the Company has a controlling financial interest. Noncontrolling interests represent equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. Noncontrolling interests primarily represent the minority equity holders' proportionate share of the equity in the Company's merchant banking funds. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has various employee benefit plans, and substantially all employees are covered by at least one plan. The plans include health and welfare plans and a tax-qualified retirement plan (the "Retirement Plan"). During the years ended December 31, 2020, 2019 and 2018, the Company incurred employee benefits expenses from continuing operations of $25.5 million, $18.4 million and $18.1 million, respectively. Health and Welfare Plans Company employees who meet certain work schedule and service requirements are eligible to participate in the Company's health and welfare plans. The Company subsidizes the cost of coverage for employees. The health plans contain cost-sharing features such as deductibles and coinsurance. The Company is self-insured for losses related to health claims, although it obtains third party stop loss insurance coverage on both an individual and a group plan basis. Self-insured liabilities are based on a number of factors, including historical claims experience, an estimate of claims incurred but not reported and valuations provided by third party actuaries. For the years ended December 31, 2020, 2019 and 2018, the Company recognized expense of $14.7 million, $10.6 million and $10.7 million, respectively, in compensation and benefits expense from continuing operations on the consolidated statements of operations related to its health plans. Retirement Plan |
Compensation Plans
Compensation Plans | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Compensation Plans | Compensation Plans Stock-Based Compensation Plans The Company has three outstanding stock-based compensation plans: the Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive Plan"), the 2019 Employment Inducement Award Plan (the "2019 Inducement Plan") and the 2020 Employment Inducement Award Plan (the "2020 Inducement Plan"). The Company's equity awards are recognized on the consolidated statements of operations at grant date fair value over the service period of the award, less forfeitures. The following table provides a summary of the Company's outstanding equity awards (in shares or units) as of December 31, 2020: Incentive Plan Restricted Stock Annual grants 456,066 Sign-on grants 103,405 559,471 2019 Inducement Plan Restricted Stock 97,100 2020 Inducement Plan Restricted Stock 1,328,301 Total restricted stock related to compensation 1,984,872 Deal Consideration (1) 2,327,685 Total restricted stock outstanding 4,312,557 Incentive Plan Restricted Stock Units Leadership grants 146,048 Incentive Plan Stock Options 81,667 (1) The Company issued restricted stock with service conditions as part of deal consideration for the acquisitions of Sandler O'Neill, Valence and TRS. See Note 4 for further discussion. Incentive Plan The Incentive Plan permits the grant of equity awards, including restricted stock, restricted stock units and non-qualified stock options, to the Company's employees and directors for up to 9.4 million shares of common stock (1.7 million shares remained available for future issuance under the Incentive Plan as of December 31, 2020). The Company believes that such awards help align the interests of employees and directors with those of shareholders and serve as an employee retention tool. The Incentive Plan provides for accelerated vesting of awards if there is a severance event, a change in control of the Company (as defined in the Incentive Plan), in the event of a participant's death, and at the discretion of the compensation committee of the Company's board of directors. Restricted Stock Awards Restricted stock grants are valued at the market price of the Company's common stock on the date of grant and are amortized over the requisite service period. The Company grants shares of restricted stock to employees as part of year-end compensation ("Annual Grants") and upon initial hiring or as a retention award ("Sign-on Grants"). The Company's Annual Grants are made each year in February. Annual Grants vest ratably over three years in equal installments. The Annual Grants provide for continued vesting after termination of employment, so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreements entered into upon termination. The Company determined the service inception date precedes the grant date for the Annual Grants, and that the post-termination restrictions do not meet the criteria for an in-substance service condition, as defined by ASC 718. Accordingly, restricted stock granted as part of the Annual Grants is expensed in the one Sign-on Grants are used as a recruiting tool for new employees and are issued to current employees as a retention tool. These awards have both cliff and ratable vesting terms, and the employees must fulfill service requirements in exchange for rights to the awards. Compensation expense is amortized on a straight-line basis from the grant date over the requisite service period, generally three Annually, the Company grants stock to its non-employee directors. The stock-based compensation paid to non-employee directors is fully expensed on the grant date and included within outside services expense on the consolidated statements of operations. Restricted Stock Units The Company grants restricted stock units to its leadership team ("Leadership Grants"). Leadership Grants Subsequent to 2016 Restricted stock units granted in each of the years subsequent to 2016 will vest and convert to shares of common stock at the end of each 36-month performance period only if the Company satisfies predetermined performance and/or market conditions over the performance period. Under the terms of these awards, the number of units that will actually vest and convert to shares will be based on the extent to which the Company achieves specified targets during each performance period. The maximum payout leverage under these grants is 150 percent. Up to 75 percent of the award can be earned based on the Company achieving certain average adjusted return on equity targets, as defined in the terms of the award agreements. The fair value of this portion of the award was based on the closing price of the Company's common stock on the grant date. If the Company determines that it is probable that the performance condition will be achieved, compensation expense is amortized on a straight-line basis over the 36-month performance period. The probability that the performance condition will be achieved is reevaluated each reporting period with changes in estimated outcomes accounted for using a cumulative effect adjustment to compensation expense. Compensation expense will be recognized only if the performance condition is met. Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. As of December 31, 2020, the Company has determined that the probability of achieving the performance condition for each award is as follows: Grant Year Probability of Achieving Performance Condition 2020 75% 2019 75% 2018 57% Up to 75 percent of the award can be earned based on the Company's total shareholder return relative to members of a predetermined peer group. The market condition must be met for the awards to vest and compensation cost will be recognized regardless if the market condition is satisfied. Compensation expense is amortized on a straight-line basis over the 36-month requisite service period. Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. For this portion of the awards, the fair value on the grant date was determined using a Monte Carlo simulation with the following assumptions: Risk-free Expected Stock Grant Year Interest Rate Price Volatility 2020 1.40% 27.3% 2019 2.50% 31.9% 2018 2.40% 34.8% 2017 1.62% 35.9% Because the market condition portion of the awards vesting depend on the Company's total shareholder return relative to a peer group, the valuation modeled the performance of the peer group as well as the correlation between the Company and the peer group. The expected stock price volatility assumptions were determined using historical volatility, as correlation coefficients can only be developed through historical volatility. The risk-free interest rates were determined based on three The compensation committee of the Company's board of directors included defined retirement provisions in its Leadership Grants, beginning with the February 2018 grant. Certain grantees meeting defined age and service requirements will be fully vested in the awards as long as performance and post-termination obligations are met throughout the performance period. These retirement-eligible grants are expensed in the period in which those awards are deemed to be earned, which is the calendar year preceding the February grant date. 2016 Leadership Grant Restricted stock units granted in 2016 contain market condition criteria and convert to shares of common stock at the end of the 36-month performance period only if the Company's stock performance satisfies predetermined market conditions over the performance period. Under the terms of the award, the number of units that vested and converted to shares was based on the Company's stock performance achieving specified targets during the performance period. All units vested in full. Compensation expense was recognized over the 36-month performance period which ended in May 2019. Up to 50 percent of the award was earned based on the Company's total shareholder return relative to members of a predetermined peer group and up to 50 percent of the award was earned based on the Company's total shareholder return. The fair value of the award on the grant date was determined using a Monte Carlo simulation with the following assumptions pursuant to the methodology above: Risk-free Expected Stock Grant Year Interest Rate Price Volatility 2016 0.98% 34.9% Stock Options On February 15, 2018, the Company granted options to certain executive officers. These options are expensed on a straight-line basis over the required service period of five years, based on the estimated fair value of the award on the date of grant. The exercise price per share is equal to the closing price on the date of grant plus 10 percent. These options are subject to graded vesting, beginning on the third anniversary of the grant date, so long as the employee remains continuously employed by the Company. The maximum term of these stock options is ten years. The fair value of this stock option award was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 2.82% Dividend yield 3.22% Expected stock price volatility 37.20% Expected life of options (in years) 7.0 Fair value of options granted (per share) $24.49 The risk-free interest rate assumption was based on the U.S. Treasury bond yield with a maturity equal to the expected life of the options. The dividend yield assumption was based on the assumed dividend payout over the expected life of the options. The expected stock price volatility assumption was determined using historical volatility, as correlation coefficients can only be developed through historical volatility. Inducement Plans Inducement plan awards are amortized as compensation expense on a straight-line basis over each respective vesting period. Employees forfeit unvested shares upon termination of employment and a reversal of compensation expense is recorded. The Company established the 2016 Employment Inducement Award Plan (the "2016 Inducement Plan") in conjunction with the acquisition of Simmons & Company International ("Simmons"). The Company granted $11.6 million (286,776 shares) in restricted stock under the 2016 Inducement Plan on May 16, 2016. All outstanding shares cliff vested on May 16, 2019 and the 2016 Inducement Plan was terminated in July 2019. The Company established the 2019 Inducement Plan in conjunction with its acquisition of Weeden & Co. On August 2, 2019, the Company granted $7.3 million (97,752 shares) in restricted stock. These restricted shares are subject to graded vesting, generally beginning on the third anniversary of the grant date through August 2, 2023. The Company established the 2020 Inducement Plan in conjunction with its acquisition of Sandler O'Neill. On January 3, 2020, the Company granted $96.9 million (1,217,423 shares) in restricted stock. These restricted shares have both cliff and graded vesting terms with vesting periods of 18 months, three years or five years (with a weighted average service period of 3.7 years). On April 3, 2020, the Company granted $5.5 million (114,000 shares) in restricted stock under the 2020 Inducement Plan in conjunction with its acquisition of Valence. These restricted shares are subject to graded vesting, generally beginning on the third anniversary of the grant date through April 3, 2025. On December 31, 2020, the Company granted $2.9 million (29,194 shares) in restricted stock under the 2020 Inducement Plan in conjunction with its acquisition of TRS. These restricted shares are subject to ratable vesting over a three Stock-Based Compensation Activity The following table summarizes the Company's stock-based compensation activity within continuing operations: Year Ended December 31, (Amounts in millions) 2020 2019 2018 Stock-based compensation expense $ 120.8 $ 30.8 $ 43.2 Forfeitures 2.3 2.6 0.9 Tax benefit related to stock-based compensation expense 15.6 5.4 6.9 The following table summarizes the changes in the Company's unvested restricted stock: Unvested Weighted Average Restricted Stock Grant Date (in Shares) Fair Value December 31, 2017 2,225,617 $ 46.40 Granted 310,494 88.18 Vested (945,550) 47.65 Canceled (20,766) 54.53 December 31, 2018 1,569,795 $ 53.80 Granted 463,088 74.05 Vested (1,306,844) 47.30 Canceled (31,814) 76.20 December 31, 2019 694,225 $ 78.52 Granted 3,968,340 74.82 Vested (283,934) 80.64 Canceled (66,074) 77.68 December 31, 2020 4,312,557 $ 74.99 The fair value of restricted stock that vested during the years ended December 31, 2020, 2019 and 2018 was $22.9 million, $61.8 million and $45.1 million, respectively. The following table summarizes the changes in the Company's unvested restricted stock units: Unvested Weighted Average Restricted Grant Date Stock Units Fair Value December 31, 2017 244,772 $ 27.89 Granted 53,796 92.93 Vested (86,511) 21.83 Canceled (17,806) 23.91 December 31, 2018 194,251 $ 48.97 Granted 39,758 75.78 Vested (103,707) 19.93 Canceled (15,987) 45.79 December 31, 2019 114,315 $ 85.09 Granted 56,066 86.01 Vested (18,255) 84.10 Canceled (6,078) 84.10 December 31, 2020 146,048 $ 85.60 As of December 31, 2020, there was $210.4 million of total unrecognized compensation cost related to restricted stock and restricted stock units expected to be recognized over a weighted average period of 3.0 years. The following table summarizes the changes in the Company's outstanding stock options: Weighted Average Weighted Remaining Options Average Contractual Term Aggregate Outstanding Exercise Price (in Years) Intrinsic Value December 31, 2017 — $ — — $ — Granted 81,667 99.00 Exercised — — Canceled — — Expired — — December 31, 2018 81,667 $ 99.00 9.1 $ — Granted — — Exercised — — Canceled — — Expired — — December 31, 2019 81,667 $ 99.00 8.1 $ — Granted — — Exercised — — Canceled — — Expired — — December 31, 2020 81,667 $ 99.00 7.1 $ 155,167 As of December 31, 2020, there was $0.8 million of unrecognized compensation cost related to stock options expected to be recognized over a weighted average period of 2.1 years. There were no exercisable options during the years ended December 31, 2020, 2019 and 2018. The Company has a policy of issuing shares out of treasury (to the extent available) to satisfy share option exercises and restricted stock vesting. The Company expects to withhold approximately 0.1 million shares from employee equity awards vesting in 2021, related to employee individual income tax withholding obligations on restricted stock vesting. For accounting purposes, withholding shares to cover employees' tax obligations is deemed to be a repurchase of shares by the Company. Deferred Compensation Plans The Company maintains various deferred compensation arrangements for employees. The Mutual Fund Restricted Share Investment Plan is a fully funded deferred compensation plan which allowed eligible employees to receive a portion of their incentive compensation in restricted mutual fund shares ("MFRS Awards") of investment funds. MFRS Awards are awarded to qualifying employees in February of each year, and represent a portion of their compensation for performance in the preceding year similar to the Company's Annual Grants. MFRS Awards vest ratably over three years in equal installments and provide for continued vesting after termination of employment so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreement entered into upon termination. Forfeitures are recorded as a reduction of compensation and benefits expense within the consolidated statements of operations. MFRS Awards are owned by employee recipients (subject to aforementioned vesting restrictions) and as such are not included on the consolidated statements of financial condition. The Company recorded compensation expense from continuing operations of $77.2 million, $45.5 million and $50.2 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to employee MFRS Awards, less forfeitures. Forfeitures were $5.8 million, $3.3 million and $1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The nonqualified deferred compensation plan is an unfunded plan which allows certain highly compensated employees, at their election, to defer a portion of their compensation. This plan was closed to future deferral elections by participants for performance periods beginning after December 31, 2017. The amounts deferred under this plan are held in a grantor trust. The Company invests, as a principal, in investments to economically hedge its obligation under the nonqualified deferred compensation plan. Investments in the grantor trust, consisting of mutual funds, totaled $16.3 million and $16.7 million as of December 31, 2020 and 2019, respectively, and are included in investments on the consolidated statements of financial condition. A corresponding deferred compensation liability is included in accrued compensation on the consolidated statements of financial condition. The compensation deferred by the employees was expensed in the period earned. Changes in the fair value of the investments made by the Company are reported in investment income and changes in the corresponding deferred compensation liability are reflected as compensation and benefits expense on the consolidated statements of operations. The Company entered into acquisition-related compensation arrangements with certain employees for retention and incentive purposes in conjunction with its acquisition of Simmons. Additional cash compensation was available to certain employees subject to exceeding an investment banking revenue threshold during the three-year Simmons post-acquisition period, which ended on February 26, 2019. The Company accrued $40.1 million related to this performance award plan, which was paid in August 2019. Amounts payable related to this performance award plan were recorded as compensation expense from continuing operations on the consolidated statements of operations over the requisite performance period of three years. The Company recorded $0.6 million and $8.9 million as compensation expense from continuing operations for the years ended December 31, 2019 and 2018, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share ("EPS") The computation of EPS is as follows: Year Ended December 31, (Amounts in thousands, except per share data) 2020 2019 2018 Net income from continuing operations applicable to Piper Sandler Companies $ 40,504 $ 87,939 $ 55,649 Net income from discontinued operations — 23,772 1,387 Net income applicable to Piper Sandler Companies 40,504 111,711 57,036 Earnings allocated to participating securities — (4,511) (1) (7,043) (1) Net income applicable to Piper Sandler Companies' common shareholders $ 40,504 $ 107,200 (2) $ 49,993 (2) Shares for basic and diluted calculations: Average shares used in basic computation 13,781 13,555 13,234 Restricted stock units 135 162 191 Non-participating restricted shares 985 220 — Average shares used in diluted computation 14,901 13,937 13,425 Earnings per basic common share: Income from continuing operations $ 2.94 $ 6.21 $ 3.68 Income from discontinued operations — 1.69 0.09 Earnings per basic common share $ 2.94 $ 7.90 $ 3.78 Earnings per diluted common share: Income from continuing operations $ 2.72 $ 6.05 $ 3.63 Income from discontinued operations — 1.65 0.09 Earnings per diluted common share $ 2.72 $ 7.69 $ 3.72 (1) Represents the allocation of distributed and undistributed earnings to participating securities. No allocation of undistributed earnings is made for periods in which a loss is incurred, or for periods in which cash dividends exceed net income resulting in an undistributed loss. Distributed earnings (e.g., dividends) are allocated to participating securities. Participating securities include the Company's unvested restricted shares issued prior to the 2019 Annual Grant. The weighted average participating shares outstanding were 513,220 and 1,868,883 for the years ended December 31, 2019 and 2018, respectively. (2) Net income applicable to Piper Sandler Companies' common shareholders for diluted and basic EPS may differ under the two-class method as a result of adding the effect of the assumed exercise of stock options, restricted stock units and non-participating restricted shares to dilutive shares outstanding, which alters the ratio used to allocate earnings to Piper Sandler Companies' common shareholders and participating securities for purposes of calculating diluted and basic EPS. The average shares used in the diluted computation excluded anti-dilutive stock options and non-participating restricted shares of 1.7 million and 0.1 million for the years ended December 31, 2020 and 2019, respectively. The anti-dilutive effects from stock options, restricted stock units and non-participating restricted shares were immaterial for the year ended December 31, 2018. |
Revenues and Business Informati
Revenues and Business Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues and Business Information | Revenues and Business Information The Company's activities as an investment bank and institutional securities firm constitute a single business segment. The substantial majority of the Company's net revenues and long-lived assets are located in the U.S. Reportable financial results from continuing operations are as follows: Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Capital Markets Investment banking Advisory services $ 443,327 $ 440,695 $ 394,133 Corporate financing 295,333 105,256 123,072 Municipal financing 119,816 83,441 71,773 Total investment banking 858,476 629,392 588,978 Institutional brokerage Equity brokerage 161,445 87,555 77,110 Fixed income services 196,308 80,336 47,628 Total institutional brokerage 357,753 167,891 124,738 Interest income 13,164 26,741 32,749 Investment income 23,265 22,275 11,039 Total revenues 1,252,658 846,299 757,504 Interest expense 14,445 11,733 16,551 Net revenues 1,238,213 834,566 740,953 Non-interest expenses (1) 1,169,665 715,587 668,464 Pre-tax income $ 68,548 $ 118,979 $ 72,489 Pre-tax margin 5.5 % 14.3 % 9.8 % (1) Non-interest expenses include intangible asset amortization of $44.7 million, $4.3 million and $4.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Net Capital Requirements and Ot
Net Capital Requirements and Other Regulatory Matters | 12 Months Ended |
Dec. 31, 2020 | |
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract] | |
Net Capital Requirements and Other Regulatory Matters | Net Capital Requirements and Other Regulatory Matters Piper Sandler is registered as a securities broker dealer with the SEC and is a member of various SROs and securities exchanges. The Financial Industry Regulatory Authority, Inc. ("FINRA"), serves as Piper Sandler's primary SRO. Piper Sandler is subject to the uniform net capital rule of the SEC and the net capital rule of FINRA. Piper Sandler has elected to use the alternative method permitted by the SEC rule which requires that it maintain minimum net capital of $1.0 million. Advances to affiliates, repayment of subordinated debt, dividend payments and other equity withdrawals by Piper Sandler are subject to certain approvals, notifications and other provisions of SEC and FINRA rules. At December 31, 2020, net capital calculated under the SEC rule was $212.9 million, and exceeded the minimum net capital required under the SEC rule by $211.9 million. The Company's committed short-term credit facility, revolving credit facility and its Notes with PIMCO include covenants requiring Piper Sandler to maintain minimum net capital of $120 million. CP Notes issued under CP Series II A include a covenant that requires Piper Sandler to maintain excess net capital of $100 million. The Company's fully disclosed clearing agreement with Pershing also includes a covenant requiring Piper Sandler to maintain excess net capital of $120 million. Piper Sandler Ltd., a broker dealer subsidiary registered in the United Kingdom, is subject to the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority. As of December 31, 2020, Piper Sandler Ltd. was in compliance with the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority. Piper Sandler Hong Kong Limited is licensed by the Hong Kong Securities and Futures Commission, which is subject to the liquid capital requirements of the Securities and Futures (Financial Resources) Rule promulgated under the Securities and Futures Ordinance. At December 31, 2020, Piper Sandler Hong Kong Limited was in compliance with the liquid capital requirements of the Hong Kong Securities and Futures Commission. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense/(benefit) is provided using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was enacted by the U.S. federal government on March 27, 2020 in response to the COVID-19 pandemic, contains tax provisions allowing a five-year carry back of any net operating losses incurred during federal tax years 2018, 2019 and 2020, to periods when the corporate federal tax rate was 35 percent. ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment. For the year ended December 31, 2020, the Company recorded $2.4 million of income tax benefits related to the tax provisions in the CARES Act. SEC Staff Accounting Bulletin No. 118, "Income Tax Accounting Implications of the Tax Cuts and Jobs Act" ("SAB 118") permitted companies to report a provisional amount in the financial statements if the accounting for income tax effects of the Tax Cuts and Jobs Act was incomplete as of December 31, 2017. This provisional amount would be subject to adjustment during a defined measurement period. Pursuant to SAB 118, the Company recorded an additional $1.0 million of income tax expense from continuing operations for the year ended December 31, 2018. The components of income tax expense from continuing operations are as follows: Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Current: Federal $ 43,445 $ (404) $ 16,351 State 14,551 123 4,784 Foreign 150 96 276 58,146 (185) 21,411 Deferred: Federal (27,995) 19,071 (7,326) State (10,510) 5,517 (524) Foreign (449) 174 4,485 (38,954) 24,762 (3,365) Total income tax expense from continuing operations $ 19,192 $ 24,577 $ 18,046 Total income tax expense from discontinued operations $ — $ 8,370 $ 1,001 A reconciliation of federal income taxes from continuing operations at statutory rates to the Company's effective tax rates is as follows: Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Federal income tax expense at statutory rates $ 14,395 $ 24,986 $ 15,223 Increase/(reduction) in taxes resulting from: Impact of the CARES Act (2,438) — — Impact of the Tax Cuts and Jobs Act — — 952 State income taxes, net of federal tax benefit 4,396 4,906 3,390 Net tax-exempt interest income (1,661) (1,643) (3,034) Foreign jurisdictions tax rate differential 48 (438) 1,067 Non-deductible compensation 6,163 3,293 1,999 Change in valuation allowance 446 (209) 5,299 Vestings of stock awards (337) (5,171) (7,052) Loss/(income) attributable to noncontrolling interests (1,859) (1,357) 253 Other, net 39 210 (51) Total income tax expense from continuing operations $ 19,192 $ 24,577 $ 18,046 In accordance with ASC 740, U.S. income taxes are not provided on undistributed earnings of international subsidiaries that are permanently reinvested. As of December 31, 2020, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of the Company's foreign earnings to the U.S. Deferred income tax assets and liabilities reflect the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for the same items for income tax reporting purposes. The net deferred income tax assets consisted of the following items: December 31, December 31, (Amounts in thousands) 2020 2019 Deferred tax assets: Deferred compensation $ 78,155 $ 54,969 Accrued lease liability 24,067 13,531 Goodwill tax basis in excess of book basis 30,174 11,059 Net operating loss carryforwards 4,665 4,965 Liabilities/accruals not currently deductible 1,357 1,530 Other 2,478 3,852 Total deferred tax assets 140,896 89,906 Valuation allowance (5,045) (4,599) Deferred tax assets after valuation allowance 135,851 85,307 Deferred tax liabilities: Right-of-use lease asset 19,759 9,289 Unrealized gains on firm investments 5,610 3,988 Fixed assets 5,686 3,408 Other 577 587 Total deferred tax liabilities 31,632 17,272 Net deferred tax assets $ 104,219 $ 68,035 The realization of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized. The Company believes that its future tax profits will be sufficient to recognize its deferred tax assets, with the exception of $5.0 million in state and foreign net operating loss carryforwards. The Company accounts for unrecognized tax benefits in accordance with the provisions of ASC 740, which requires tax reserves to be recorded for uncertain tax positions on the consolidated statements of financial condition. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (Amounts in thousands) Balance at December 31, 2017 $ 166 Additions based on tax positions related to the current year 608 Additions for tax positions of prior years — Reductions for tax positions of prior years — Settlements — Balance at December 31, 2018 $ 774 Additions based on tax positions related to the current year — Additions for tax positions of prior years 4,128 Reductions for tax positions of prior years (358) Settlements (285) Balance at December 31, 2019 $ 4,259 Additions based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (3,212) Settlements (943) Balance at December 31, 2020 $ 104 As of December 31, 2020, approximately $0.1 million of the Company's unrecognized tax benefits would impact the annual effective rate, if recognized. In 2019, the Company recorded a $4.1 million liability for uncertain state and local income tax positions related to its acquisition of Weeden & Co. This liability was recorded as a measurement period adjustment and includes a corresponding indemnification asset and deferred tax asset. In 2020, the Company reversed $3.2 million of this liability and corresponding indemnification asset and deferred tax asset as a measurement period adjustment and paid a settlement of $0.9 million, for which the Company was indemnified. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense. The Company had $1.2 million accrued related to the payment of interest and penalties at December 31, 2019. The Company had no accruals related to the payment of interest and penalties at December 31, 2020 or 2018. The Company or one of its subsidiaries files income tax returns with the various states and foreign jurisdictions in which the Company operates. The Company is not subject to examination by U.S. federal tax authorities for years before 2017 and is not subject to examination by state and local or non-U.S. tax authorities for taxable years before 2015. The Company anticipates the majority of its uncertain income tax positions will be resolved within the next twelve months. |
Parent Company only and PSLS
Parent Company only and PSLS | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Parent Company only and PSLS | Parent Company only and PSLS Parent Company only Condensed Statements of Financial Condition December 31, December 31, (Amounts in thousands) 2020 2019 Assets Cash and cash equivalents $ 200 $ 200 Investment in and advances to subsidiaries 1,066,069 931,444 Other assets 9,311 16,878 Total assets $ 1,075,580 $ 948,522 Liabilities and Shareholders' Equity Long-term financing $ 195,000 $ 175,000 Accrued compensation 47,647 30,336 Other liabilities and accrued expenses 3,508 11,903 Total liabilities 246,155 217,239 Shareholders' equity 829,425 731,283 Total liabilities and shareholders' equity $ 1,075,580 $ 948,522 Condensed Statements of Operations Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Revenues: Dividends from subsidiaries $ 42,450 $ 54,762 $ 74,896 Interest income 829 815 1,247 Investment income/(loss) 1,565 2,012 (496) Total revenues 44,844 57,589 75,647 Interest expense 10,568 1,910 4,902 Net revenues 34,276 55,679 70,745 Non-interest expenses: Total non-interest expenses 2,049 4,851 5,844 Income from continuing operations before income tax expense and equity in income of subsidiaries 32,227 50,828 64,901 Income tax expense 8,186 11,215 10,833 Income from continuing operations of parent company 24,041 39,613 54,068 Equity in undistributed income of subsidiaries 16,463 99,005 5,469 Net income from continuing operations 40,504 138,618 59,537 Discontinued operations: Loss from discontinued operations, net of tax — (26,907) (2,501) Net income applicable to Piper Sandler Companies $ 40,504 $ 111,711 $ 57,036 Condensed Statements of Cash Flows Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Operating Activities: Net income $ 40,504 $ 111,711 $ 57,036 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 525 643 404 Equity in undistributed income of subsidiaries (16,463) (99,005) (5,469) Net cash provided by operating activities 24,566 13,349 51,971 Financing Activities: Issuance of senior notes — 175,000 — Repayment of senior notes — — (125,000) Advances from/(to) subsidiaries 25,571 (102,225) 188,995 Repurchase of common stock (21,965) (50,584) (70,903) Payment of cash dividend (28,172) (35,594) (47,157) Net cash used in financing activities (24,566) (13,403) (54,065) Net decrease in cash and cash equivalents — (54) (2,094) Cash and cash equivalents at beginning of year 200 254 2,348 Cash and cash equivalents at end of year $ 200 $ 200 $ 254 PSLS Condensed Statement of Financial Condition December 31, (Amounts in thousands) 2020 Assets Cash and cash equivalents $ 3,103 Right-of-use lease asset 1,633 Fee receivables 506 Prepaid expenses 121 Other assets 629 Total assets $ 5,992 Liabilities and Shareholder's Equity Accrued compensation $ 1,209 Accrued lease liability 1,633 Other liabilities and accrued expenses 575 Total liabilities 3,417 Shareholder's equity 2,575 Total liabilities and shareholder's equity $ 5,992 |
Quarterly Information (unaudite
Quarterly Information (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (unaudited) | Quarterly Information (unaudited) 2020 Fiscal Quarter (Amounts in thousands, except per share data) First Second Third Fourth Total revenues $ 240,380 $ 295,964 $ 307,174 $ 409,140 Interest expense 4,212 3,526 3,455 3,252 Net revenues 236,168 292,438 303,719 405,888 Non-interest expenses 270,197 285,041 279,070 335,357 Income/(loss) from continuing operations before income tax expense/(benefit) (34,029) 7,397 24,649 70,531 Income tax expense/(benefit) (11,774) 4,700 5,674 20,592 Net income/(loss) (22,255) 2,697 18,975 49,939 Net income/(loss) applicable to noncontrolling interests (7,528) 1,243 7,358 7,779 Net income/(loss) applicable to Piper Sandler Companies $ (14,727) $ 1,454 $ 11,617 $ 42,160 Net income/(loss) applicable to Piper Sandler Companies' common shareholders $ (14,727) $ 1,454 $ 11,617 $ 42,160 Earnings/(loss) per common share Basic $ (1.07) $ 0.11 $ 0.84 $ 3.07 Diluted $ (1.07) $ 0.10 $ 0.78 $ 2.66 Dividends declared per common share $ 1.125 $ 0.20 $ 0.30 $ 0.375 Weighted average number of common shares outstanding Basic 13,796 13,794 13,778 13,755 Diluted 14,411 14,476 14,853 15,860 2019 Fiscal Quarter (Amounts in thousands, except per share data) First Second Third Fourth Total revenues $ 185,185 $ 175,411 $ 202,912 $ 282,791 Interest expense 2,643 2,993 2,177 3,920 Net revenues 182,542 172,418 200,735 278,871 Non-interest expenses 159,405 151,493 179,700 224,989 Income from continuing operations before income tax expense/(benefit) 23,137 20,925 21,035 53,882 Income tax expense/(benefit) 4,192 (180) 6,717 13,848 Income from continuing operations 18,945 21,105 14,318 40,034 Income/(loss) from discontinued operations, net of tax (139) (2,166) 26,077 — Net income 18,806 18,939 40,395 40,034 Net income/(loss) applicable to noncontrolling interests (616) 8,550 (2,847) 1,376 Net income applicable to Piper Sandler Companies $ 19,422 $ 10,389 $ 43,242 $ 38,658 Net income applicable to Piper Sandler Companies' common shareholders $ 17,835 $ 10,151 $ 42,442 $ 38,006 Amounts applicable to Piper Sandler Companies Net income from continuing operations $ 19,561 $ 12,555 $ 17,165 $ 38,658 Net income/(loss) from discontinued operations (139) (2,166) 26,077 — Net income applicable to Piper Sandler Companies $ 19,422 $ 10,389 $ 43,242 $ 38,658 Earnings per basic common share Income from continuing operations $ 1.36 $ 0.90 $ 1.23 $ 2.77 Income/(loss) from discontinued operations (0.01) (0.15) 1.87 — Earnings per basic common share $ 1.35 $ 0.75 $ 3.09 $ 2.77 Earnings per diluted common share Income from continuing operations $ 1.33 $ 0.87 $ 1.20 $ 2.70 Income/(loss) from discontinued operations (0.01) (0.15) 1.82 — Earnings per diluted common share $ 1.32 $ 0.72 $ 3.01 $ 2.70 Dividends declared per common share $ 1.385 $ 0.375 $ 0.375 $ 0.375 Weighted average number of common shares outstanding Basic 13,204 13,588 13,708 13,714 Diluted 13,530 14,024 14,085 14,100 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity ("VIE") or a voting interest entity. VIEs are entities in which (i) the total equity investment at risk is not sufficient to enable the entity to finance its activities independently or (ii) the at-risk equity holders do not have the normal characteristics of a controlling financial interest. A controlling financial interest in a VIE is present when an enterprise has one or more variable interests that have both (i) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The enterprise with a controlling financial interest is the primary beneficiary and consolidates the VIE. Voting interest entities lack one or more of the characteristics of a VIE. The usual condition for a controlling financial interest is ownership of a majority voting interest for a corporation or a majority of kick-out or participating rights for a limited partnership. When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity's operating and financial policies, the Company's investment is accounted for under the equity method of accounting. If the Company does not have a controlling financial interest in, or exert significant influence over, an entity, the Company accounts for its investment at fair value, if the fair value option was elected, or at cost. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with maturities of 90 days or less at the date of origination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased on the consolidated statements of financial condition consist of financial instruments (including securities with extended settlements and derivative contracts) recorded at fair value. Unrealized gains and losses related to these financial instruments are reflected on the consolidated statements of operations. Securities (both long and short), including securities with extended settlements, are recognized on a trade-date basis. Additionally, certain of the Company's investments on the consolidated statements of financial condition are recorded at fair value, either as required by accounting guidance or through the fair value election. Fair Value Measurement – Definition and Hierarchy – Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 820, "Fair Value Measurement," ("ASC 820") defines fair value as the amount at which an instrument could be exchanged in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect management's assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows: Level I – Quoted prices (unadjusted) are available in active markets for identical assets or liabilities as of the report date. A quoted price for an identical asset or liability in an active market provides the most reliable fair value measurement because it is directly observable to the market. Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the report date. The nature of these financial instruments include instruments for which quoted prices are available but traded less frequently, instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level III – Instruments that have little to no pricing observability as of the report date. These financial instruments are measured using management's best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Valuation of Financial Instruments – Based on the nature of the Company's business and its role as a "dealer" in the securities industry or as a manager of alternative asset management funds, the fair values of its financial instruments are determined internally. When available, the Company values financial instruments at observable market prices, observable market parameters, or broker or dealer prices (bid and ask prices). In the case of financial instruments transacted on recognized exchanges, the observable market prices represent quotations for completed transactions from the exchange on which the financial instrument is principally traded. A substantial percentage of the fair value of the Company's financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased, are based on observable market prices, observable market parameters, or derived from broker or dealer prices. The availability of observable market prices and pricing parameters can vary from product to product. Where available, observable market prices and pricing or market parameters in a product may be used to derive a price without requiring significant judgment. In certain markets, observable market prices or market parameters are not available for all products, and fair value is determined using techniques appropriate for each particular product. These techniques involve some degree of judgment. Results from valuation models and other techniques in one period may not be indicative of future period fair value measurement. For investments in illiquid or privately held securities that do not have readily determinable fair values, the determination of fair value requires the Company to estimate the value of the securities using the best information available. Among the factors considered by the Company in determining the fair value of such financial instruments are the cost, terms and liquidity of the investment, the financial condition and operating results of the issuer, the quoted market price of publicly traded securities with similar quality and yield, and other factors generally pertinent to the valuation of investments. In instances where a security is subject to transfer restrictions, the value of the security is based primarily on the quoted price of a similar security without restriction but may be reduced by an amount estimated to reflect such restrictions. In addition, even where the Company derives the value of a security based on information from an independent source, certain assumptions may be required to determine the security's fair value. For instance, the Company assumes that the size of positions in securities that it holds would not be large enough to affect the quoted price of the securities if the Company sells them, and that any such sale would happen in an orderly manner. The actual value realized upon disposition could be different from the currently estimated fair value. |
Fixed Assets | Fixed Assets Fixed assets include furniture and equipment, software and leasehold improvements. Furniture and equipment and software are depreciated using the straight-line method over estimated useful lives of three |
Leases | Leases A lease is a contract, or part of a contract, that conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. In making this determination, the Company considers if it obtains substantially all of the economic benefits from the use of the underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company leases its corporate headquarters and other offices under various non-cancelable leases, all of which are operating leases. In addition to rent, the leases require payment of real estate taxes, insurance and common area maintenance. Some of the leases contain renewal and/or termination options, escalation clauses, rent-free holidays and operating cost adjustments. The original terms of the Company's lease agreements generally range up to 12 years. The Company recognizes a right-of-use ("ROU") lease asset and lease liability on the consolidated statements of financial condition for all leases with a term greater than 12 months. The lease liability represents the Company’s obligation to make future lease payments and is recorded at an amount equal to the present value of the remaining lease payments due over the lease term. The ROU lease asset, which represents the right to use the underlying asset during the lease term, is measured based on the carrying value of the lease liability, adjusted for other items, such as lease incentives and uneven rent payments. The discount rate used to determine the present value of the remaining lease payments reflects the Company’s incremental borrowing rate, which is the rate the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. In calculating its discount rates, the Company takes into consideration a financing arrangement that is on a secured (i.e., collateralized) basis, as well as market interest rates and spreads, other reference points, and the respective tenors of the Company’s designated lease term ranges. The Company applies the portfolio approach in determining the discount rates for its leases. For leases that contain escalation clauses or rent-free holidays, the Company recognizes the related rent expense on a straight-line basis from the date the Company takes possession of the property to the end of the initial lease term. The Company records any difference between the straight-line rent expense and amounts paid under the leases as part of the amortization of the ROU lease asset. Cash or lease incentives received upon entering into certain leases are recognized on a straight-line basis as a reduction of rent expense from the date the Company takes possession of the property or receives the cash to the end of the initial lease term. Lease incentives, which initially reduce the ROU lease asset, are a component of the amortization of the ROU lease asset. Rent expense for leases with a term of 12 months or less is recorded on a straight-line basis over the lease term in the consolidated statements of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the fair value of the consideration transferred in excess of the fair value of identifiable net assets at the acquisition date. The Company tests goodwill and indefinite-life intangible assets for impairment on an annual basis and on an interim basis when circumstances exist that could indicate possible impairment. The Company tests for impairment at the reporting unit level, which is generally one level below its operating segments. The Company has identified one reporting unit: Capital Markets. When testing for impairment, the Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after making an assessment, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then further analysis is unnecessary. However, if the Company concludes otherwise, then the Company is required to perform a quantitative goodwill test, which requires management to make judgments in determining what assumptions to use in the calculation. The quantitative goodwill test compares the fair value of the reporting unit to its carrying value, including allocated goodwill. An impairment is recognized for the excess amount of a reporting unit's carrying value over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques that a market participant would use. The Company estimates the fair value of the reporting unit using the income approach (discounted cash flow method) and market approach (earnings and/or transaction multiples). See Note 12 for additional information on the Company's impairment testing. Intangible assets with determinable lives consist of customer relationships, internally developed software and the Simmons & Company International ("Simmons") trade name that are amortized over their original estimated useful lives ranging from one |
Investments | InvestmentsThe Company's investments include equity investments in private companies and partnerships. Equity investments in private companies are accounted for at fair value, as required by accounting guidance or if the fair value option was elected. Investments in partnerships are accounted for under the equity method, which is generally the net asset value. |
Other Assets | Other Assets Other assets include receivables and prepaid expenses. Receivables include fee receivables, income tax receivables, accrued interest, and loans made to employees, typically in connection with their recruitment. Employee loans are forgiven based on continued employment and are amortized to compensation and benefits expense using the straight-line method over the respective terms of the loans, which generally range from two |
Revenue Recognition | Revenue Recognition Investment Banking – Investment banking revenues, which include advisory and underwriting fees, are recorded when the performance obligation for the transaction is satisfied under the terms of each engagement. Expenses associated with such transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded. Investment banking revenues are presented gross of related client reimbursed deal expenses. Expenses for completed deals are reported separately in deal-related expenses on the consolidated statements of operations. Expenses related to investment banking deals not completed are recognized as non-interest expenses in their respective category on the consolidated statements of operations. The Company's advisory fees generally consist of a nonrefundable up-front fee and a success fee. The nonrefundable fee is recorded as deferred revenue upon receipt and recognized at a point in time when the performance obligation is satisfied, or when the transaction is deemed by management to be terminated. Management's judgment is required in determining when a transaction is considered to be terminated. The substantial majority of the Company's advisory and underwriting fees (i.e., the success-related advisory fee) are considered variable consideration and recognized when it is probable that the variable consideration will not be reversed in a future period. The variable consideration is considered to be constrained until satisfaction of the performance obligation. The Company's performance obligation is generally satisfied at a point in time upon the closing of a strategic transaction, completion of a financing or underwriting arrangement, or some other defined outcome (e.g., providing a fairness opinion). At this time, the Company has transferred control of the promised service and the customer obtains control. As these arrangements represent a single performance obligation, allocation of the transaction price is not necessary. The Company has elected to apply the following optional exemptions regarding disclosure of its remaining performance obligations: (i) the Company's performance obligation is part of a contract that has an original expected duration of one year or less and/or (ii) the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. Institutional Brokerage – Institutional brokerage revenues include (i) commissions received from customers for the execution of brokerage transactions in listed and over-the-counter (OTC) equity, fixed income and convertible debt securities, which are recognized at a point in time on the trade date because the customer has obtained the rights to the underlying security provided by the trade execution service, (ii) trading gains and losses, recorded based on changes in the fair value of long and short security positions in the reporting period, (iii) fees earned by PSLS related to the brokering of loans and servicing rights in market liquidity transactions, which are recognized at a point in time on the trade date, and (iv) fees received by the Company for equity research. The Company permits institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third parties. The amounts allocated for those purposes are commonly referred to as commission share agreements or "soft dollar" arrangements. As the Company is not acting as a principal in satisfying the performance obligation for these arrangements, expenses relating to soft dollars are netted against commission revenues and included in other liabilities and accrued expenses on the consolidated statements of financial condition. Interest Revenue and Expense – The Company nets interest expense within net revenues to mitigate the effects of fluctuations in interest rates on the Company's consolidated statements of operations. The Company recognizes contractual interest on financial instruments owned and financial instruments sold, but not yet purchased (excluding derivative instruments), on an accrual basis as a component of interest revenue and expense. The Company accounts for interest related to its short-term and long-term financing arrangements on an accrual basis with related interest recorded as interest expense. Investment Income – Investment income includes realized and unrealized gains and losses from the Company's merchant banking, energy and other firm investments, as well as management and performance fees generated from the Company’s alternative asset management funds. The performance obligation related to the transfer of management and investment advisory services is satisfied over time and the related management fees are recognized under the output method, which reflects the fees that the Company has a right to invoice based on the services provided during the period. Fees are defined as a percentage of committed and/or invested capital. Amounts related to remaining performance obligations are not disclosed as the Company applies the output method. Performance fees, if earned, are recognized when it is probable that such revenue will not be reversed in a future period. Management will consider such factors as the remaining assets and residual life of the fund to conclude whether it is probable that a significant reversal of revenue will not occur in the future. See Note 22 for revenues from contracts with customers disaggregated by major business activity. |
Stock-based Compensation | Stock-Based Compensation FASB Accounting Standards Codification Topic 718, "Compensation – Stock Compensation," ("ASC 718") requires all stock-based compensation to be expensed on the consolidated statements of operations based on the grant date fair value of the award. Compensation expense related to stock-based awards that do not require future service are recognized in the year in which the awards were deemed to be earned. Stock-based awards that require future service are amortized over the relevant service period. Forfeitures of awards with service conditions are accounted for when they occur. See Note 20 for additional information on the Company's accounting for stock-based compensation. |
Income Taxes | Income Taxes The Company files a consolidated U.S. federal income tax return, which includes all of its qualifying subsidiaries. The Company is also subject to income tax in various states and municipalities and those foreign jurisdictions in which it operates. Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The realization of deferred tax assets is assessed and a valuation allowance is recognized to the extent that it is more likely than not that any portion of a deferred tax asset will not be realized. Tax reserves for uncertain tax positions are recorded in accordance with FASB Accounting Standards Codification Topic 740, "Income Taxes" ("ASC 740"). |
Earnings Per Share | Earnings Per Share Basic earnings per common share is computed by dividing net income applicable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive stock options, restricted stock units and restricted shares. For periods prior to 2020, the Company calculated earnings per share using the two-class method. See Note 21 for additional information on the Company's calculation of earnings per share. |
Foreign Currency Translation | Foreign Currency Translation The Company consolidates foreign subsidiaries which have designated their local currency as their functional currency. Assets and liabilities of these foreign subsidiaries are translated at period-end rates of exchange. The gains or losses resulting from translating foreign currency financial statements are included in other comprehensive income/(loss). Gains or losses resulting from foreign currency transactions are included in net income. |
Contingencies | Contingencies The Company is involved in various pending and potential legal proceedings related to its business, including litigation, arbitration and regulatory proceedings. The Company establishes reserves for potential losses to the extent that claims are probable of loss and the amount of the loss can be reasonably estimated. The determination of the outcome and reserve amounts requires significant judgment on the part of the Company's management. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Estimated fair values of assets acquired and liabilities assumed | The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments: (Amounts in thousands) Assets Cash and cash equivalents $ 27,420 Receivables from brokers, dealers and clearing organizations 192,675 Fixed assets 6,789 Goodwill 94,360 Intangible assets 157,800 Investments 685 Right-of-use lease asset 39,607 Other assets 9,628 Total assets acquired 528,964 Liabilities Accrued compensation 71,398 Accrued lease liability 39,613 Other liabilities and accrued expenses 16,441 Due to Sandler O'Neill (1) 40,673 Total liabilities assumed 168,125 Net assets acquired $ 360,839 (1) Represents the amount of excess tangible book value received by the Company on the date of acquisition. The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition: (Amounts in thousands) Assets Cash and cash equivalents $ 8,181 Fixed assets 256 Goodwill 33,300 Intangible assets 14,800 Right-of-use lease asset 3,279 Other assets 4,190 Total assets acquired 64,006 Liabilities Accrued lease liability 3,279 Other liabilities and accrued expenses 10,393 Total liabilities assumed 13,672 Net assets acquired $ 50,334 The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition: (Amounts in thousands) Assets Cash and cash equivalents $ 7 Goodwill 12,199 Intangible assets 5,300 Right-of-use lease asset 1,818 Other assets 6,423 Total assets acquired 25,747 Liabilities Accrued compensation 23 Accrued lease liability 1,818 Other liabilities and accrued expenses 7 Total liabilities assumed 1,848 Net assets acquired $ 23,899 The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments: (Amounts in thousands) Assets Cash and cash equivalents $ 4,351 Receivables from brokers, dealers and clearing organizations 1,623 Fixed assets 289 Goodwill 5,794 Intangible assets 16,700 Right-of-use lease asset 6,811 Other assets 7,675 Total assets acquired 43,243 Liabilities Accrued compensation 2,156 Accrued lease liability 6,811 Other liabilities and accrued expenses 10,251 Total liabilities assumed 19,218 Net assets acquired $ 24,025 |
Unaudited pro forma information | Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Net revenues $ 1,289,331 $ 1,252,260 $ 1,183,131 Net income from continuing operations applicable to Piper Sandler Companies 44,453 73,952 6,327 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of components of discontinued operations | The components of discontinued operations were as follows: Year Ended December 31, (Amounts in thousands) 2019 2018 Net revenues $ 26,546 $ 43,489 Operating expenses 22,589 35,227 Intangible asset amortization (1) 5,465 5,602 Restructuring costs 10,268 272 Total non-interest expenses 38,322 41,101 Income/(loss) from discontinued operations before income tax expense/(benefit) (11,776) 2,388 Income tax expense/(benefit) (2,522) 1,001 Income/(loss) from discontinued operations before gain on sales (9,254) 1,387 Gain on sales, net of tax 33,026 — Income from discontinued operations, net of tax $ 23,772 $ 1,387 (1) Includes $2.9 million of intangible asset impairment related to the ARI trade name for the year ended December 31, 2019. |
Financial Instruments and Oth_2
Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Instruments Owned and Sold, Not yet Purchased [Abstract] | |
Schedule of Financial Instruments Owned and Financial Instruments Sold, but Not Yet Purchased by Type | December 31, December 31, (Amounts in thousands) 2020 2019 Financial instruments and other inventory positions owned: Corporate securities: Equity securities $ 1,349 $ 3,046 Convertible securities 146,088 146,406 Fixed income securities 18,432 28,176 Municipal securities: Taxable securities 6,267 22,570 Tax-exempt securities 67,944 222,192 Short-term securities 28,592 67,901 Mortgage-backed securities 13 13 U.S. government agency securities 9,146 51,773 U.S. government securities 100,275 77,303 Derivative contracts 23,446 20,382 Total financial instruments and other inventory positions owned $ 401,552 $ 639,762 Financial instruments and other inventory positions sold, but not yet purchased: Corporate securities: Equity securities $ 105,190 $ 94,036 Fixed income securities 18,789 10,311 U.S. government agency securities — 9,935 U.S. government securities 21,669 67,090 Derivative contracts 5,382 4,053 Total financial instruments and other inventory positions sold, but not yet purchased $ 151,030 $ 185,425 |
Schedule of Gross Fair Market Value and Total Absolute Notional Contract Amount | The following table presents the gross fair market value and the total absolute notional contract amount of the Company's outstanding derivative instruments, prior to counterparty netting, by asset or liability position: December 31, 2020 December 31, 2019 (Amounts in thousands) Derivative Derivative Notional Derivative Derivative Notional Derivative Category Assets (1) Liabilities (2) Amount Assets (1) Liabilities (2) Amount Interest rate Customer matched-book $ 233,116 $ 223,218 $ 1,955,131 $ 209,119 $ 198,315 $ 2,197,340 Trading securities — 4,225 55,375 8 1,852 110,875 $ 233,116 $ 227,443 $ 2,010,506 $ 209,127 $ 200,167 $ 2,308,215 (1) Derivative assets are included within financial instruments and other inventory positions owned on the consolidated statements of financial condition. (2) Derivative liabilities are included within financial instruments and other inventory positions sold, but not yet purchased on the consolidated statements of financial condition. |
Unrealized Gains/(Losses) on Derivative Instruments | The following table presents the Company's unrealized gains/(losses) on derivative instruments: (Amounts in thousands) Year Ended December 31, Derivative Category Operations Category 2020 2019 2018 Interest rate derivative contract Investment banking $ (1,407) $ (912) $ (1,880) Interest rate derivative contract Institutional brokerage (1,881) 2,417 334 $ (3,288) $ 1,505 $ (1,546) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Information about Significant Unobservable Inputs used in Fair Value Measurement | The following table summarizes quantitative information about the significant unobservable inputs used in the fair value measurement of the Company's Level III financial instruments as of December 31, 2020: Valuation Weighted Technique Unobservable Input Range Average (1) Assets Financial instruments and other inventory positions owned: Derivative contracts: Interest rate locks Discounted cash flow Premium over the MMD curve in basis points ("bps") (2) 1 - 3 bps 1.8 bps Investments at fair value: Equity securities in private companies Market approach Revenue multiple (2) 3 - 5 times 4.1 times EBITDA multiple (2) 9 - 20 times 15.8 times Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Derivative contracts: Interest rate locks Discounted cash flow Premium over the MMD curve in bps (3) 0 - 8 bps 2.4 bps Uncertainty of fair value measurements: (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. (2) Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly higher/(lower) fair value measurement. (3) Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly lower/(higher) fair value measurement. |
Valuation of Financial Instruments by Pricing Observability Levels | The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 2020: Counterparty and Cash Collateral (Amounts in thousands) Level I Level II Level III Netting (1) Total Assets Financial instruments and other inventory positions owned: Corporate securities: Equity securities $ 330 $ 1,019 $ — $ — $ 1,349 Convertible securities — 146,088 — — 146,088 Fixed income securities — 18,432 — — 18,432 Municipal securities: Taxable securities — 6,267 — — 6,267 Tax-exempt securities — 67,944 — — 67,944 Short-term securities — 28,592 — — 28,592 Mortgage-backed securities — — 13 — 13 U.S. government agency securities — 9,146 — — 9,146 U.S. government securities 100,275 — — — 100,275 Derivative contracts — 232,846 270 (209,670) 23,446 Total financial instruments and other inventory positions owned 100,605 510,334 283 (209,670) 401,552 Cash equivalents 468,091 — — — 468,091 Investments at fair value 16,496 5,358 152,995 (2) — 174,849 Total assets $ 585,192 $ 515,692 $ 153,278 $ (209,670) $ 1,044,492 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Corporate securities: Equity securities $ 102,013 $ 3,177 $ — $ — $ 105,190 Fixed income securities — 18,789 — — 18,789 U.S. government securities 21,669 — — — 21,669 Derivative contracts — 223,737 3,706 (222,061) 5,382 Total financial instruments and other inventory positions sold, but not yet purchased $ 123,682 $ 245,703 $ 3,706 $ (222,061) $ 151,030 (1) Represents cash collateral and the impact of netting on a counterparty basis. The Company had no securities posted as collateral to its counterparties. (2) Includes noncontrolling interests of $96.7 million primarily attributable to unrelated third party ownership in consolidated merchant banking funds. The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 2019: Counterparty and Cash Collateral (Amounts in thousands) Level I Level II Level III Netting (1) Total Assets Financial instruments and other inventory positions owned: Corporate securities: Equity securities $ 469 $ 2,577 $ — $ — $ 3,046 Convertible securities — 146,406 — — 146,406 Fixed income securities — 28,176 — — 28,176 Municipal securities: Taxable securities — 22,570 — — 22,570 Tax-exempt securities — 222,192 — — 222,192 Short-term securities — 67,901 — — 67,901 Mortgage-backed securities — — 13 — 13 U.S. government agency securities — 51,773 — — 51,773 U.S. government securities 77,303 — — — 77,303 Derivative contracts — 209,119 8 (188,745) 20,382 Total financial instruments and other inventory positions owned 77,772 750,714 21 (188,745) 639,762 Cash equivalents 226,744 — — — 226,744 Investments at fair value 17,658 — 132,329 (2) — 149,987 Total assets $ 322,174 $ 750,714 $ 132,350 $ (188,745) $ 1,016,493 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Corporate securities: Equity securities $ 88,794 $ 5,242 $ — $ — $ 94,036 Fixed income securities — 10,311 — — 10,311 U.S. government agency securities — 9,935 — — 9,935 U.S. government securities 67,090 — — — 67,090 Derivative contracts — 198,604 1,563 (196,114) 4,053 Total financial instruments and other inventory positions sold, but not yet purchased $ 155,884 $ 224,092 $ 1,563 $ (196,114) $ 185,425 (1) Represents cash collateral and the impact of netting on a counterparty basis. The Company had no securities posted as collateral to its counterparties. (2) Includes noncontrolling interests of $75.2 million primarily attributable to unrelated third party ownership in consolidated merchant banking funds. |
Changes in Fair Value Associated with Level III Financial Instruments | The following tables summarize the changes in fair value associated with Level III financial instruments held at the beginning or end of the periods presented: Unrealized gains/ (losses) for assets/ Balance at Realized Unrealized Balance at liabilities held at December 31, Transfers Transfers gains/ gains/ December 31, December 31, (Amounts in thousands) 2019 Purchases Sales in out (losses) (losses) 2020 2020 Assets Financial instruments and other inventory positions owned: Mortgage-backed securities $ 13 $ — $ — $ — $ — $ — $ — $ 13 $ — Derivative contracts 8 1,005 (535) — — (470) 262 270 270 Total financial instruments and other inventory positions owned 21 1,005 (535) — — (470) 262 283 270 Investments at fair value 132,329 16,133 (6,285) — (130) (3,264) 14,212 152,995 8,711 Total assets $ 132,350 $ 17,138 $ (6,820) $ — $ (130) $ (3,734) $ 14,474 $ 153,278 $ 8,981 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Derivative contracts $ 1,563 $ (14,983) $ 379 $ — $ — $ 14,604 $ 2,143 $ 3,706 $ 3,706 Total financial instruments and other inventory positions sold, but not yet purchased $ 1,563 $ (14,983) $ 379 $ — $ — $ 14,604 $ 2,143 $ 3,706 $ 3,706 Unrealized gains/ (losses) for assets/ Balance at Realized Unrealized Balance at liabilities held at December 31, Transfers Transfers gains/ gains/ December 31, December 31, (Amounts in thousands) 2018 Purchases Sales in out (losses) (losses) 2019 2019 Assets Financial instruments and other inventory positions owned: Mortgage-backed securities $ 15 $ — $ (6) $ — $ — $ (23) $ 27 $ 13 $ — Derivative contracts 229 42 (796) — — 755 (222) 8 8 Total financial instruments and other inventory positions owned 244 42 (802) — — 732 (195) 21 8 Investments at fair value 107,792 23,624 (14,897) — (783) 2,901 13,692 132,329 16,105 Total assets $ 108,036 $ 23,666 $ (15,699) $ — $ (783) $ 3,633 $ 13,497 $ 132,350 $ 16,113 Liabilities Financial instruments and other inventory positions sold, but not yet purchased: Derivative contracts $ 4,202 $ (16,311) $ — $ — $ — $ 16,311 $ (2,639) $ 1,563 $ 1,563 Total financial instruments and other inventory positions sold, but not yet purchased $ 4,202 $ (16,311) $ — $ — $ — $ 16,311 $ (2,639) $ 1,563 $ 1,563 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Items Included in Consolidated Statement of Financial Condition [Abstract] | |
Schedule of Consolidated Variable Interest Entities | The following table presents information about the carrying value of the assets and liabilities of the VIEs which are consolidated by the Company and included on the consolidated statements of financial condition at December 31, 2020. The assets can only be used to settle the liabilities of the respective VIE, and the creditors of the VIEs do not have recourse to the general credit of the Company. One of these VIEs has $25.0 million of bank line financing available with an interest rate based on prime plus an applicable margin. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. Alternative Asset (Amounts in thousands) Management Funds Assets Investments $ 150,879 Other assets 5,905 Total assets $ 156,784 Liabilities Other liabilities and accrued expenses $ 2,593 Total liabilities $ 2,593 |
Receivables from and Payables_2
Receivables from and Payables to Brokers, Dealers and Clearing Organizations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Brokers and Dealers [Abstract] | |
Receivables from and Payables to Brokers, Dealers and Clearing Organizations | December 31, December 31, (Amounts in thousands) 2020 2019 Receivable from clearing organizations $ 184,662 $ 260,436 Receivable from brokers and dealers 33,514 19,161 Other 3,315 3,511 Total receivables from brokers, dealers and clearing organizations $ 221,491 $ 283,108 December 31, December 31, (Amounts in thousands) 2020 2019 Payable to brokers and dealers $ 18,591 $ 7,514 Total payables to brokers, dealers and clearing organizations $ 18,591 $ 7,514 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investments | The Company's investments include investments in private companies and partnerships. December 31, December 31, (Amounts in thousands) 2020 2019 Investments at fair value $ 174,849 $ 149,987 Investments at cost 611 1,084 Investments accounted for under the equity method 7,719 7,070 Total investments 183,179 158,141 Less investments attributable to noncontrolling interests (1) (96,657) (75,245) $ 86,522 $ 82,896 (1) Noncontrolling interests are primarily attributable to unrelated third party ownership in consolidated merchant banking funds. |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | December 31, December 31, (Amounts in thousands) 2020 2019 Fee receivables $ 38,840 $ 18,574 Accrued interest receivables 1,474 2,977 Forgivable loans, net 5,526 5,227 Prepaid expenses 14,585 10,687 Income tax receivables — 2,658 Other 14,618 15,317 Total other assets $ 75,043 $ 55,440 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Value of Goodwill and Intangible Assets | (Amounts in thousands) Goodwill Balance at December 31, 2018 $ 81,855 Goodwill acquired 5,794 Balance at December 31, 2019 $ 87,649 Goodwill acquired 139,859 Balance at December 31, 2020 $ 227,508 Intangible assets Balance at December 31, 2018 $ 4,284 Intangible assets acquired 16,700 Amortization of intangible assets (4,298) Balance at December 31, 2019 $ 16,686 Intangible assets acquired 177,900 Amortization of intangible assets (44,728) Balance at December 31, 2020 $ 149,858 |
Schedule of Expected Amortization Expense | The following table summarizes the future aggregate amortization expense of the Company's intangible assets with determinable lives: (Amounts in thousands) 2021 $ 30,080 2022 9,344 2023 7,442 2024 6,292 2025 5,302 Thereafter 5,998 Total $ 64,458 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | December 31, December 31, (Amounts in thousands) 2020 2019 Furniture and equipment $ 50,971 $ 44,018 Leasehold improvements 55,510 39,714 Software 12,214 12,109 Total 118,695 95,841 Accumulated depreciation and amortization (74,883) (65,991) $ 43,812 $ 29,850 |
Short-Term Financing (Tables)
Short-Term Financing (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Financing | Outstanding Balance Weighted Average Interest Rate December 31, December 31, December 31, December 31, (Amounts in thousands) 2020 2019 2020 2019 Commercial paper $ — $ 49,978 — % 2.69 % Total short-term financing $ — $ 49,978 |
Contingencies, Commitments an_2
Contingencies, Commitments and Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of aggregate minimum lease commitments under operating leases | Aggregate minimum lease commitments on an undiscounted basis for the Company's operating leases (including short-term leases) as of December 31, 2020 were as follows: (Amounts in thousands) 2021 $ 24,345 2022 22,589 2023 18,421 2024 16,185 2025 14,060 Thereafter 22,471 Total $ 118,071 |
Schedule of operating lease costs and sublease income from continuing operations | The following table summarizes the Company's operating lease costs and sublease income from continuing operations subsequent to the adoption of ASU No. 2016-02, "Leases (Topic 842)" on January 1, 2019: Year Ended December 31, (Amounts in millions) 2020 2019 Operating lease costs $ 21.9 $ 12.1 Operating lease costs related to short-term leases 0.8 0.7 Sublease income 1.8 1.6 |
Restructuring and Integration_2
Restructuring and Integration Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Pre-tax Restructuring Charges | The Company incurred restructuring and integration costs from continuing operations for the year ended December 31, 2019, primarily in conjunction with its acquisition of Weeden & Co., which closed on August 2, 2019, and the pending acquisition of Sandler O'Neill. The Company incurred restructuring costs from continuing operations for the year ended December 31, 2018, primarily related to headcount reductions. Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Severance, benefits and outplacement $ 3,032 $ 2,938 $ 3,183 Contract termination 891 2,798 185 Vacated leased office space 2,481 1,726 130 Total restructuring costs 6,404 7,462 3,498 Integration costs 4,351 6,859 — Total restructuring and integration costs $ 10,755 $ 14,321 $ 3,498 |
Compensation Plans (Tables)
Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Outstanding Equity Awards | The following table provides a summary of the Company's outstanding equity awards (in shares or units) as of December 31, 2020: Incentive Plan Restricted Stock Annual grants 456,066 Sign-on grants 103,405 559,471 2019 Inducement Plan Restricted Stock 97,100 2020 Inducement Plan Restricted Stock 1,328,301 Total restricted stock related to compensation 1,984,872 Deal Consideration (1) 2,327,685 Total restricted stock outstanding 4,312,557 Incentive Plan Restricted Stock Units Leadership grants 146,048 Incentive Plan Stock Options 81,667 (1) The Company issued restricted stock with service conditions as part of deal consideration for the acquisitions of Sandler O'Neill, Valence and TRS. See Note 4 for further discussion. |
Schedule of RSU Performance Condition Probability | As of December 31, 2020, the Company has determined that the probability of achieving the performance condition for each award is as follows: Grant Year Probability of Achieving Performance Condition 2020 75% 2019 75% 2018 57% |
Schedule of RSU Valuation Assumptions | Up to 75 percent of the award can be earned based on the Company's total shareholder return relative to members of a predetermined peer group. The market condition must be met for the awards to vest and compensation cost will be recognized regardless if the market condition is satisfied. Compensation expense is amortized on a straight-line basis over the 36-month requisite service period. Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. For this portion of the awards, the fair value on the grant date was determined using a Monte Carlo simulation with the following assumptions: Risk-free Expected Stock Grant Year Interest Rate Price Volatility 2020 1.40% 27.3% 2019 2.50% 31.9% 2018 2.40% 34.8% 2017 1.62% 35.9% Up to 50 percent of the award was earned based on the Company's total shareholder return relative to members of a predetermined peer group and up to 50 percent of the award was earned based on the Company's total shareholder return. The fair value of the award on the grant date was determined using a Monte Carlo simulation with the following assumptions pursuant to the methodology above: Risk-free Expected Stock Grant Year Interest Rate Price Volatility 2016 0.98% 34.9% |
Schedule of Stock Options Valuation Assumptions | The fair value of this stock option award was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 2.82% Dividend yield 3.22% Expected stock price volatility 37.20% Expected life of options (in years) 7.0 Fair value of options granted (per share) $24.49 |
Schedule of Stock-Based Compensation Expense | The following table summarizes the Company's stock-based compensation activity within continuing operations: Year Ended December 31, (Amounts in millions) 2020 2019 2018 Stock-based compensation expense $ 120.8 $ 30.8 $ 43.2 Forfeitures 2.3 2.6 0.9 Tax benefit related to stock-based compensation expense 15.6 5.4 6.9 |
Summary of Changes in Unvested Restricted Stock | The following table summarizes the changes in the Company's unvested restricted stock: Unvested Weighted Average Restricted Stock Grant Date (in Shares) Fair Value December 31, 2017 2,225,617 $ 46.40 Granted 310,494 88.18 Vested (945,550) 47.65 Canceled (20,766) 54.53 December 31, 2018 1,569,795 $ 53.80 Granted 463,088 74.05 Vested (1,306,844) 47.30 Canceled (31,814) 76.20 December 31, 2019 694,225 $ 78.52 Granted 3,968,340 74.82 Vested (283,934) 80.64 Canceled (66,074) 77.68 December 31, 2020 4,312,557 $ 74.99 |
Summary of Changes in Unvested Restricted Stock Units | The following table summarizes the changes in the Company's unvested restricted stock units: Unvested Weighted Average Restricted Grant Date Stock Units Fair Value December 31, 2017 244,772 $ 27.89 Granted 53,796 92.93 Vested (86,511) 21.83 Canceled (17,806) 23.91 December 31, 2018 194,251 $ 48.97 Granted 39,758 75.78 Vested (103,707) 19.93 Canceled (15,987) 45.79 December 31, 2019 114,315 $ 85.09 Granted 56,066 86.01 Vested (18,255) 84.10 Canceled (6,078) 84.10 December 31, 2020 146,048 $ 85.60 |
Summary of Changes in Stock Options | The following table summarizes the changes in the Company's outstanding stock options: Weighted Average Weighted Remaining Options Average Contractual Term Aggregate Outstanding Exercise Price (in Years) Intrinsic Value December 31, 2017 — $ — — $ — Granted 81,667 99.00 Exercised — — Canceled — — Expired — — December 31, 2018 81,667 $ 99.00 9.1 $ — Granted — — Exercised — — Canceled — — Expired — — December 31, 2019 81,667 $ 99.00 8.1 $ — Granted — — Exercised — — Canceled — — Expired — — December 31, 2020 81,667 $ 99.00 7.1 $ 155,167 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Earnings per Share | The computation of EPS is as follows: Year Ended December 31, (Amounts in thousands, except per share data) 2020 2019 2018 Net income from continuing operations applicable to Piper Sandler Companies $ 40,504 $ 87,939 $ 55,649 Net income from discontinued operations — 23,772 1,387 Net income applicable to Piper Sandler Companies 40,504 111,711 57,036 Earnings allocated to participating securities — (4,511) (1) (7,043) (1) Net income applicable to Piper Sandler Companies' common shareholders $ 40,504 $ 107,200 (2) $ 49,993 (2) Shares for basic and diluted calculations: Average shares used in basic computation 13,781 13,555 13,234 Restricted stock units 135 162 191 Non-participating restricted shares 985 220 — Average shares used in diluted computation 14,901 13,937 13,425 Earnings per basic common share: Income from continuing operations $ 2.94 $ 6.21 $ 3.68 Income from discontinued operations — 1.69 0.09 Earnings per basic common share $ 2.94 $ 7.90 $ 3.78 Earnings per diluted common share: Income from continuing operations $ 2.72 $ 6.05 $ 3.63 Income from discontinued operations — 1.65 0.09 Earnings per diluted common share $ 2.72 $ 7.69 $ 3.72 (1) Represents the allocation of distributed and undistributed earnings to participating securities. No allocation of undistributed earnings is made for periods in which a loss is incurred, or for periods in which cash dividends exceed net income resulting in an undistributed loss. Distributed earnings (e.g., dividends) are allocated to participating securities. Participating securities include the Company's unvested restricted shares issued prior to the 2019 Annual Grant. The weighted average participating shares outstanding were 513,220 and 1,868,883 for the years ended December 31, 2019 and 2018, respectively. (2) Net income applicable to Piper Sandler Companies' common shareholders for diluted and basic EPS may differ under the two-class method as a result of adding the effect of the assumed exercise of stock options, restricted stock units and non-participating restricted shares to dilutive shares outstanding, which alters the ratio used to allocate earnings to Piper Sandler Companies' common shareholders and participating securities for purposes of calculating diluted and basic EPS. |
Revenues and Business Informa_2
Revenues and Business Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Reportable Financial Results | Reportable financial results from continuing operations are as follows: Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Capital Markets Investment banking Advisory services $ 443,327 $ 440,695 $ 394,133 Corporate financing 295,333 105,256 123,072 Municipal financing 119,816 83,441 71,773 Total investment banking 858,476 629,392 588,978 Institutional brokerage Equity brokerage 161,445 87,555 77,110 Fixed income services 196,308 80,336 47,628 Total institutional brokerage 357,753 167,891 124,738 Interest income 13,164 26,741 32,749 Investment income 23,265 22,275 11,039 Total revenues 1,252,658 846,299 757,504 Interest expense 14,445 11,733 16,551 Net revenues 1,238,213 834,566 740,953 Non-interest expenses (1) 1,169,665 715,587 668,464 Pre-tax income $ 68,548 $ 118,979 $ 72,489 Pre-tax margin 5.5 % 14.3 % 9.8 % (1) Non-interest expenses include intangible asset amortization of $44.7 million, $4.3 million and $4.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of income tax expense from continuing operations are as follows: Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Current: Federal $ 43,445 $ (404) $ 16,351 State 14,551 123 4,784 Foreign 150 96 276 58,146 (185) 21,411 Deferred: Federal (27,995) 19,071 (7,326) State (10,510) 5,517 (524) Foreign (449) 174 4,485 (38,954) 24,762 (3,365) Total income tax expense from continuing operations $ 19,192 $ 24,577 $ 18,046 Total income tax expense from discontinued operations $ — $ 8,370 $ 1,001 |
Effective Income Tax Rate Reconciliation | A reconciliation of federal income taxes from continuing operations at statutory rates to the Company's effective tax rates is as follows: Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Federal income tax expense at statutory rates $ 14,395 $ 24,986 $ 15,223 Increase/(reduction) in taxes resulting from: Impact of the CARES Act (2,438) — — Impact of the Tax Cuts and Jobs Act — — 952 State income taxes, net of federal tax benefit 4,396 4,906 3,390 Net tax-exempt interest income (1,661) (1,643) (3,034) Foreign jurisdictions tax rate differential 48 (438) 1,067 Non-deductible compensation 6,163 3,293 1,999 Change in valuation allowance 446 (209) 5,299 Vestings of stock awards (337) (5,171) (7,052) Loss/(income) attributable to noncontrolling interests (1,859) (1,357) 253 Other, net 39 210 (51) Total income tax expense from continuing operations $ 19,192 $ 24,577 $ 18,046 |
Schedule of Net Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities reflect the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for the same items for income tax reporting purposes. The net deferred income tax assets consisted of the following items: December 31, December 31, (Amounts in thousands) 2020 2019 Deferred tax assets: Deferred compensation $ 78,155 $ 54,969 Accrued lease liability 24,067 13,531 Goodwill tax basis in excess of book basis 30,174 11,059 Net operating loss carryforwards 4,665 4,965 Liabilities/accruals not currently deductible 1,357 1,530 Other 2,478 3,852 Total deferred tax assets 140,896 89,906 Valuation allowance (5,045) (4,599) Deferred tax assets after valuation allowance 135,851 85,307 Deferred tax liabilities: Right-of-use lease asset 19,759 9,289 Unrealized gains on firm investments 5,610 3,988 Fixed assets 5,686 3,408 Other 577 587 Total deferred tax liabilities 31,632 17,272 Net deferred tax assets $ 104,219 $ 68,035 |
Changes in Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (Amounts in thousands) Balance at December 31, 2017 $ 166 Additions based on tax positions related to the current year 608 Additions for tax positions of prior years — Reductions for tax positions of prior years — Settlements — Balance at December 31, 2018 $ 774 Additions based on tax positions related to the current year — Additions for tax positions of prior years 4,128 Reductions for tax positions of prior years (358) Settlements (285) Balance at December 31, 2019 $ 4,259 Additions based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (3,212) Settlements (943) Balance at December 31, 2020 $ 104 |
Parent Company only and PSLS (T
Parent Company only and PSLS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Statements of Financial Condition | Condensed Statements of Financial Condition December 31, December 31, (Amounts in thousands) 2020 2019 Assets Cash and cash equivalents $ 200 $ 200 Investment in and advances to subsidiaries 1,066,069 931,444 Other assets 9,311 16,878 Total assets $ 1,075,580 $ 948,522 Liabilities and Shareholders' Equity Long-term financing $ 195,000 $ 175,000 Accrued compensation 47,647 30,336 Other liabilities and accrued expenses 3,508 11,903 Total liabilities 246,155 217,239 Shareholders' equity 829,425 731,283 Total liabilities and shareholders' equity $ 1,075,580 $ 948,522 |
Condensed Statements of Operations | Condensed Statements of Operations Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Revenues: Dividends from subsidiaries $ 42,450 $ 54,762 $ 74,896 Interest income 829 815 1,247 Investment income/(loss) 1,565 2,012 (496) Total revenues 44,844 57,589 75,647 Interest expense 10,568 1,910 4,902 Net revenues 34,276 55,679 70,745 Non-interest expenses: Total non-interest expenses 2,049 4,851 5,844 Income from continuing operations before income tax expense and equity in income of subsidiaries 32,227 50,828 64,901 Income tax expense 8,186 11,215 10,833 Income from continuing operations of parent company 24,041 39,613 54,068 Equity in undistributed income of subsidiaries 16,463 99,005 5,469 Net income from continuing operations 40,504 138,618 59,537 Discontinued operations: Loss from discontinued operations, net of tax — (26,907) (2,501) Net income applicable to Piper Sandler Companies $ 40,504 $ 111,711 $ 57,036 |
Condensed Statements of Cash Flows | Condensed Statements of Cash Flows Year Ended December 31, (Amounts in thousands) 2020 2019 2018 Operating Activities: Net income $ 40,504 $ 111,711 $ 57,036 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 525 643 404 Equity in undistributed income of subsidiaries (16,463) (99,005) (5,469) Net cash provided by operating activities 24,566 13,349 51,971 Financing Activities: Issuance of senior notes — 175,000 — Repayment of senior notes — — (125,000) Advances from/(to) subsidiaries 25,571 (102,225) 188,995 Repurchase of common stock (21,965) (50,584) (70,903) Payment of cash dividend (28,172) (35,594) (47,157) Net cash used in financing activities (24,566) (13,403) (54,065) Net decrease in cash and cash equivalents — (54) (2,094) Cash and cash equivalents at beginning of year 200 254 2,348 Cash and cash equivalents at end of year $ 200 $ 200 $ 254 |
Condensed Statement of Financial Condition of PSLS | PSLS Condensed Statement of Financial Condition December 31, (Amounts in thousands) 2020 Assets Cash and cash equivalents $ 3,103 Right-of-use lease asset 1,633 Fee receivables 506 Prepaid expenses 121 Other assets 629 Total assets $ 5,992 Liabilities and Shareholder's Equity Accrued compensation $ 1,209 Accrued lease liability 1,633 Other liabilities and accrued expenses 575 Total liabilities 3,417 Shareholder's equity 2,575 Total liabilities and shareholder's equity $ 5,992 |
Quarterly Information (unaudi_2
Quarterly Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information Schedules | Quarterly Information (unaudited) 2020 Fiscal Quarter (Amounts in thousands, except per share data) First Second Third Fourth Total revenues $ 240,380 $ 295,964 $ 307,174 $ 409,140 Interest expense 4,212 3,526 3,455 3,252 Net revenues 236,168 292,438 303,719 405,888 Non-interest expenses 270,197 285,041 279,070 335,357 Income/(loss) from continuing operations before income tax expense/(benefit) (34,029) 7,397 24,649 70,531 Income tax expense/(benefit) (11,774) 4,700 5,674 20,592 Net income/(loss) (22,255) 2,697 18,975 49,939 Net income/(loss) applicable to noncontrolling interests (7,528) 1,243 7,358 7,779 Net income/(loss) applicable to Piper Sandler Companies $ (14,727) $ 1,454 $ 11,617 $ 42,160 Net income/(loss) applicable to Piper Sandler Companies' common shareholders $ (14,727) $ 1,454 $ 11,617 $ 42,160 Earnings/(loss) per common share Basic $ (1.07) $ 0.11 $ 0.84 $ 3.07 Diluted $ (1.07) $ 0.10 $ 0.78 $ 2.66 Dividends declared per common share $ 1.125 $ 0.20 $ 0.30 $ 0.375 Weighted average number of common shares outstanding Basic 13,796 13,794 13,778 13,755 Diluted 14,411 14,476 14,853 15,860 2019 Fiscal Quarter (Amounts in thousands, except per share data) First Second Third Fourth Total revenues $ 185,185 $ 175,411 $ 202,912 $ 282,791 Interest expense 2,643 2,993 2,177 3,920 Net revenues 182,542 172,418 200,735 278,871 Non-interest expenses 159,405 151,493 179,700 224,989 Income from continuing operations before income tax expense/(benefit) 23,137 20,925 21,035 53,882 Income tax expense/(benefit) 4,192 (180) 6,717 13,848 Income from continuing operations 18,945 21,105 14,318 40,034 Income/(loss) from discontinued operations, net of tax (139) (2,166) 26,077 — Net income 18,806 18,939 40,395 40,034 Net income/(loss) applicable to noncontrolling interests (616) 8,550 (2,847) 1,376 Net income applicable to Piper Sandler Companies $ 19,422 $ 10,389 $ 43,242 $ 38,658 Net income applicable to Piper Sandler Companies' common shareholders $ 17,835 $ 10,151 $ 42,442 $ 38,006 Amounts applicable to Piper Sandler Companies Net income from continuing operations $ 19,561 $ 12,555 $ 17,165 $ 38,658 Net income/(loss) from discontinued operations (139) (2,166) 26,077 — Net income applicable to Piper Sandler Companies $ 19,422 $ 10,389 $ 43,242 $ 38,658 Earnings per basic common share Income from continuing operations $ 1.36 $ 0.90 $ 1.23 $ 2.77 Income/(loss) from discontinued operations (0.01) (0.15) 1.87 — Earnings per basic common share $ 1.35 $ 0.75 $ 3.09 $ 2.77 Earnings per diluted common share Income from continuing operations $ 1.33 $ 0.87 $ 1.20 $ 2.70 Income/(loss) from discontinued operations (0.01) (0.15) 1.82 — Earnings per diluted common share $ 1.32 $ 0.72 $ 3.01 $ 2.70 Dividends declared per common share $ 1.385 $ 0.375 $ 0.375 $ 0.375 Weighted average number of common shares outstanding Basic 13,204 13,588 13,708 13,714 Diluted 13,530 14,024 14,085 14,100 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020unit | |
Accounting Policy | |
Number of Reporting Units | 1 |
Minimum | |
Accounting Policy | |
Lease term | 12 months |
Intangible assets with determinable lives, useful life | 1 year |
Employee loans term | 2 years |
Maximum | |
Accounting Policy | |
Lease term | 12 years |
Intangible assets with determinable lives, useful life | 8 years |
Employee loans term | 4 years |
Furniture and equipment | Minimum | |
Accounting Policy | |
Fixed assets, useful life | 3 years |
Furniture and equipment | Maximum | |
Accounting Policy | |
Fixed assets, useful life | 10 years |
Leasehold improvements | |
Accounting Policy | |
Fixed assets, useful life | 10 years |
Acquisitions - Acquisition of S
Acquisitions - Acquisition of SOP Holdings, LLC (Details) - USD ($) $ in Thousands | Jan. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition | ||||
Goodwill recorded | $ 139,859 | $ 5,794 | ||
Integration costs | 4,351 | 6,859 | $ 0 | |
Sandler O'Neill | ||||
Business Acquisition | ||||
Purchase price | $ 485,000 | |||
Amount of tangible book value the Company was entitled to receive | 100,000 | |||
Acquisition-related compensation arrangements | 113,900 | |||
Goodwill recorded | 94,400 | |||
Goodwill, amount expected to be deducted for income tax purposes | 93,400 | |||
Intangible assets | 157,800 | |||
Integration costs | $ 1,200 | $ 4,800 | ||
Sandler O'Neill | Trade name | ||||
Business Acquisition | ||||
Intangible assets | 85,400 | |||
Sandler O'Neill | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | $ 72,400 | |||
Sandler O'Neill | Restricted Stock | ||||
Business Acquisition | ||||
Restricted shares granted as equity consideration (in shares) | 1,568,670 | |||
Value of restricted shares granted as equity consideration | $ 124,900 | |||
Deal consideration vesting period | 3 years | |||
Requisite service period | 3 years | |||
Acquisition-related compensation arrangements | $ 96,900 | |||
Sandler O'Neill | Restricted Stock | Weighted Average | ||||
Business Acquisition | ||||
Award vesting period (in years) | 3 years 8 months 12 days | |||
Sandler O'Neill | Restricted Stock | 18 Month Vesting Period | ||||
Business Acquisition | ||||
Award vesting period (in years) | 18 months | |||
Sandler O'Neill | Restricted Stock | Three Year Vesting Period | ||||
Business Acquisition | ||||
Award vesting period (in years) | 3 years | |||
Sandler O'Neill | Restricted Stock | Five Year Vesting Period | ||||
Business Acquisition | ||||
Award vesting period (in years) | 5 years | |||
Sandler O'Neill | Restricted cash | ||||
Business Acquisition | ||||
Acquisition-related compensation arrangements | $ 17,000 |
Acquisitions - Sandler O'Neill
Acquisitions - Sandler O'Neill Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||
Goodwill | $ 227,508 | $ 87,649 | $ 81,855 | |
Sandler O'Neill | ||||
Assets | ||||
Cash and cash equivalents | $ 27,420 | |||
Receivables from brokers, dealers and clearing organizations | 192,675 | |||
Fixed assets | 6,789 | |||
Goodwill | 94,360 | |||
Intangible assets | 157,800 | |||
Investments | 685 | |||
Right-of-use lease asset | 39,607 | |||
Other Assets | 9,628 | |||
Total assets acquired | 528,964 | |||
Liabilities | ||||
Accrued compensation | 71,398 | |||
Accrued lease liability | 39,613 | |||
Other liabilities and accrued expenses | 16,441 | |||
Due to Sandler O'Neill | 40,673 | |||
Total liabilities assumed | 168,125 | |||
Net Assets Acquired | ||||
Net assets acquired | $ 360,839 |
Acquisitions - Acquisition of T
Acquisitions - Acquisition of The Valence Group (Details) - USD ($) $ in Thousands | Apr. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition | ||||
Goodwill recorded | $ 139,859 | $ 5,794 | ||
Integration costs | 4,351 | $ 6,859 | $ 0 | |
The Valence Group | ||||
Business Acquisition | ||||
Unsecured promissory notes entered into as part of the purchase price | $ 20,000 | |||
Earn out performance period (in years) | three | |||
Goodwill recorded | $ 33,300 | |||
Intangible assets | 14,800 | |||
Integration costs | $ 2,500 | |||
The Valence Group | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | $ 14,800 | |||
The Valence Group | Restricted Stock | ||||
Business Acquisition | ||||
Restricted shares granted as equity consideration (in shares) | 647,268 | |||
Value of restricted shares granted as equity consideration | $ 31,200 | |||
Acquisition-related compensation arrangements | $ 5,500 | |||
Deal consideration vesting period | 5 years | |||
The Valence Group | Restricted Stock | Five Year Vesting Period | ||||
Business Acquisition | ||||
Award vesting period (in years) | 5 years |
Acquisitions - Valence Estimate
Acquisitions - Valence Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Apr. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||
Goodwill | $ 227,508 | $ 87,649 | $ 81,855 | |
The Valence Group | ||||
Assets | ||||
Cash and cash equivalents | $ 8,181 | |||
Fixed assets | 256 | |||
Goodwill | 33,300 | |||
Intangible assets | 14,800 | |||
Right-of-use lease asset | 3,279 | |||
Other Assets | 4,190 | |||
Total assets acquired | 64,006 | |||
Liabilities | ||||
Accrued lease liability | 3,279 | |||
Other liabilities and accrued expenses | 10,393 | |||
Total liabilities assumed | 13,672 | |||
Net Assets Acquired | ||||
Net assets acquired | $ 50,334 |
Acquisitions - Acquisition of_2
Acquisitions - Acquisition of TRS Advisors, LLC (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition | ||||
Goodwill recorded | $ 139,859 | $ 5,794 | ||
Integration costs | 4,351 | $ 6,859 | $ 0 | |
TRS Advisors, LLC | ||||
Business Acquisition | ||||
Earn out performance period (in years) | three | |||
Goodwill recorded | $ 12,200 | |||
Intangible assets | 5,300 | 5,300 | ||
Integration costs | 800 | |||
TRS Advisors, LLC | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | 5,300 | 5,300 | ||
TRS Advisors, LLC | Revenue threshold | ||||
Business Acquisition | ||||
Additional cash consideration, maximum amount | $ 7,000 | |||
TRS Advisors, LLC | Restricted Stock | ||||
Business Acquisition | ||||
Restricted shares granted as equity consideration (in shares) | 145,952 | |||
Value of restricted shares granted as equity consideration | $ 14,700 | 14,700 | ||
Deal consideration vesting period | 5 years | |||
Acquisition-related compensation arrangements | $ 2,900 | $ 2,900 | ||
TRS Advisors, LLC | Restricted Stock | Three Year Vesting Period | ||||
Business Acquisition | ||||
Award vesting period (in years) | 3 years |
Acquisitions - TRS Advisors, LL
Acquisitions - TRS Advisors, LLC Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Goodwill | $ 227,508 | $ 87,649 | $ 81,855 |
TRS Advisors, LLC | |||
Assets | |||
Cash and cash equivalents | 7 | ||
Goodwill | 12,199 | ||
Intangible assets | 5,300 | ||
Right-of-use lease asset | 1,818 | ||
Other Assets | 6,423 | ||
Total assets acquired | 25,747 | ||
Liabilities | |||
Accrued compensation | 23 | ||
Accrued lease liability | 1,818 | ||
Other liabilities and accrued expenses | 7 | ||
Total liabilities assumed | 1,848 | ||
Net Assets Acquired | |||
Net assets acquired | $ 23,899 |
Acquisitions - Acquisition of W
Acquisitions - Acquisition of Weeden & Co. (Details) - USD ($) $ in Thousands | Aug. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition | ||||
Intangible assets acquired | $ 177,900 | $ 16,700 | ||
Goodwill recorded | 139,859 | 5,794 | ||
Integration costs | 4,351 | 6,859 | $ 0 | |
Weeden & Co. | ||||
Business Acquisition | ||||
Economic value | $ 42,000 | |||
Restricted cash portion of purchase price | 10,100 | |||
Goodwill recorded | 5,800 | |||
Intangible assets | 16,700 | |||
Integration costs | $ 1,900 | |||
Weeden & Co. | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | 12,000 | |||
Weeden & Co. | Internally developed software | ||||
Business Acquisition | ||||
Intangible assets | 4,700 | |||
Weeden & Co. | Net revenue target | ||||
Business Acquisition | ||||
Additional cash consideration, maximum amount | 31,500 | |||
Amount accrued related to earnout | 25,000 | |||
Non-interest expense recorded related to earnout | $ 24,100 | |||
Weeden & Co. | Restricted Stock | ||||
Business Acquisition | ||||
Acquisition-related compensation arrangements | $ 7,300 | |||
Requisite service period | 4 years |
Acquisitions - Weeden & Co. Est
Acquisitions - Weeden & Co. Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 02, 2019 | Dec. 31, 2018 |
Assets | ||||
Goodwill | $ 227,508 | $ 87,649 | $ 81,855 | |
Weeden & Co. | ||||
Assets | ||||
Cash and cash equivalents | $ 4,351 | |||
Receivables from brokers, dealers and clearing organizations | 1,623 | |||
Fixed assets | 289 | |||
Goodwill | 5,794 | |||
Intangible assets | 16,700 | |||
Right-of-use lease asset | 6,811 | |||
Other Assets | 7,675 | |||
Total assets acquired | 43,243 | |||
Liabilities | ||||
Accrued compensation | 2,156 | |||
Accrued lease liability | 6,811 | |||
Other liabilities and accrued expenses | 10,251 | |||
Total liabilities assumed | 19,218 | |||
Net Assets Acquired | ||||
Net assets acquired | $ 24,025 |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Pro Forma Information | |||
Net revenues | $ 1,289,331 | $ 1,252,260 | $ 1,183,131 |
Net income from continuing operations applicable to Piper Sandler Companies | $ 44,453 | $ 73,952 | $ 6,327 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds | $ 0 | $ 52,881 | $ 0 |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Income tax expense/(benefit) | 0 | 8,370 | 1,001 |
Gain on sales, net of tax | $ 0 | 33,026 | 0 |
Advisory Research (ARI) | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds | 53,900 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Net revenues | 26,546 | 43,489 | |
Operating expenses | 22,589 | 35,227 | |
Intangible asset amortization (1) | 5,465 | 5,602 | |
Restructuring costs | 10,268 | 272 | |
Total non-interest expenses | 38,322 | 41,101 | |
Income/(loss) from discontinued operations before income tax expense/(benefit) | (11,776) | 2,388 | |
Income tax expense/(benefit) | (2,522) | 1,001 | |
Income/(loss) from discontinued operations before gain on sales | (9,254) | 1,387 | |
Gain on sales, net of tax | 33,026 | 0 | |
Income from discontinued operations, net of tax | 23,772 | $ 1,387 | |
Advisory Research (ARI) | Trade name | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Intangible asset amortization (1) | $ 2,900 |
Financial Instruments and Oth_3
Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased - Schedule of Financial Instruments Owned and Financial Instruments Sold, but Not Yet Purchased by Type (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Financial instruments and other inventory positions owned: | ||
Equity securities | $ 1,349 | $ 3,046 |
Convertible securities | 146,088 | 146,406 |
Fixed income securities | 18,432 | 28,176 |
Taxable securities | 6,267 | 22,570 |
Tax-exempt securities | 67,944 | 222,192 |
Short-term securities | 28,592 | 67,901 |
Mortgage-backed securities | 13 | 13 |
U.S. government agency securities | 9,146 | 51,773 |
U.S. government securities | 100,275 | 77,303 |
Derivative contracts | 23,446 | 20,382 |
Total financial instruments and other inventory positions owned | 401,552 | 639,762 |
Financial instruments and other inventory positions sold, but not yet purchased: | ||
Equity securities | 105,190 | 94,036 |
Fixed income securities | 18,789 | 10,311 |
U.S. government agency securities | 0 | 9,935 |
U.S. government securities | 21,669 | 67,090 |
Derivative contracts | 5,382 | 4,053 |
Financial instruments and other inventory positions sold, but not yet purchased | 151,030 | 185,425 |
Financial instruments and other inventory positions owned and pledged as collateral | $ 130,703 | $ 205,674 |
Financial Instruments and Oth_4
Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased - Schedule of Gross Fair Market Value and Total Absolute Notional Contract Amount (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Notional amount | $ 2,010,506 | $ 2,308,215 |
Financial instruments and other inventory positions owned | ||
Derivative [Line Items] | ||
Derivative assets | 233,116 | 209,127 |
Financial instruments and other inventory positions sold, but not yet purchased | ||
Derivative [Line Items] | ||
Derivative liabilities | 227,443 | 200,167 |
Customer matched-book | Interest rate derivative contract | ||
Derivative [Line Items] | ||
Notional amount | 1,955,131 | 2,197,340 |
Customer matched-book | Interest rate derivative contract | Financial instruments and other inventory positions owned | ||
Derivative [Line Items] | ||
Derivative assets | 233,116 | 209,119 |
Customer matched-book | Interest rate derivative contract | Financial instruments and other inventory positions sold, but not yet purchased | ||
Derivative [Line Items] | ||
Derivative liabilities | 223,218 | 198,315 |
Trading securities | Interest rate derivative contract | ||
Derivative [Line Items] | ||
Notional amount | 55,375 | 110,875 |
Trading securities | Interest rate derivative contract | Financial instruments and other inventory positions owned | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 8 |
Trading securities | Interest rate derivative contract | Financial instruments and other inventory positions sold, but not yet purchased | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 4,225 | $ 1,852 |
Financial Instruments and Oth_5
Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased - Unrealized Gains/(Losses) on Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Derivatives Instruments | $ (3,288) | $ 1,505 | $ (1,546) |
Interest rate derivative contract | Investment banking | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Derivatives Instruments | (1,407) | (912) | (1,880) |
Interest rate derivative contract | Institutional brokerage | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Derivatives Instruments | $ (1,881) | $ 2,417 | $ 334 |
Financial Instruments and Oth_6
Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased - Additional Information (Details) - Maximum risk of loss $ in Millions | Dec. 31, 2020USD ($) |
Counterparties not required to post collateral | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Uncollateralized credit exposure | $ 24 |
Notional contract amount | 161.3 |
One unnamed financial institutional not required to post collateral | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Uncollateralized credit exposure | $ 20.2 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value Option (Details) - Merchant banking and other equity investments - Level III - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Investments at fair value | $ 1.8 | $ 2.1 | |
Gains and losses from changes in fair value | $ 0.2 | $ (0.6) | $ 0.6 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Information about Significant Unobservable Inputs used in Fair Value Measurement (Details) - Level III | Dec. 31, 2020basis_points |
Interest rate locks | Financial instruments and other inventory positions sold, but not yet purchased | Discounted cash flow | Premium over the MMD curve | Minimum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Derivative contracts, liabilities | 0 |
Interest rate locks | Financial instruments and other inventory positions sold, but not yet purchased | Discounted cash flow | Premium over the MMD curve | Maximum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Derivative contracts, liabilities | 8 |
Interest rate locks | Financial instruments and other inventory positions sold, but not yet purchased | Discounted cash flow | Premium over the MMD curve | Weighted Average | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Derivative contracts, liabilities | 2.4 |
Financial instruments and other inventory positions owned | Interest rate locks | Discounted cash flow | Premium over the MMD curve | Minimum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Derivative contracts, assets | 1 |
Financial instruments and other inventory positions owned | Interest rate locks | Discounted cash flow | Premium over the MMD curve | Maximum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Derivative contracts, assets | 3 |
Financial instruments and other inventory positions owned | Interest rate locks | Discounted cash flow | Premium over the MMD curve | Weighted Average | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Derivative contracts, assets | 1.8 |
Investments at fair value | Equity securities in private companies | Market approach | Revenue multiple | Minimum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Investments at fair value | 3 |
Investments at fair value | Equity securities in private companies | Market approach | Revenue multiple | Maximum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Investments at fair value | 5 |
Investments at fair value | Equity securities in private companies | Market approach | Revenue multiple | Weighted Average | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Investments at fair value | 4.1 |
Investments at fair value | Equity securities in private companies | Market approach | EBITDA multiple | Minimum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Investments at fair value | 9 |
Investments at fair value | Equity securities in private companies | Market approach | EBITDA multiple | Maximum | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Investments at fair value | 20 |
Investments at fair value | Equity securities in private companies | Market approach | EBITDA multiple | Weighted Average | |
Fair Value Inputs Assets and Liabilities Quantitative Information [Line Items] | |
Investments at fair value | 15.8 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Valuation of Financial Instruments by Pricing Observability Levels (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Equity securities | $ 1,349,000 | $ 3,046,000 |
Convertible securities | 146,088,000 | 146,406,000 |
Fixed income securities | 18,432,000 | 28,176,000 |
Taxable securities | 6,267,000 | 22,570,000 |
Tax-exempt securities | 67,944,000 | 222,192,000 |
Short-term securities | 28,592,000 | 67,901,000 |
Mortgage-backed securities | 13,000 | 13,000 |
U.S. government agency securities | 9,146,000 | 51,773,000 |
U.S. government securities | 100,275,000 | 77,303,000 |
Derivative contracts | 23,446,000 | 20,382,000 |
Total financial instruments and other inventory positions owned | 401,552,000 | 639,762,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Equity securities | 105,190,000 | 94,036,000 |
Fixed income securities | 18,789,000 | 10,311,000 |
U.S. government agency securities | 0 | 9,935,000 |
U.S. government securities | 21,669,000 | 67,090,000 |
Derivative contracts | 5,382,000 | 4,053,000 |
Total financial instruments and other inventory positions sold, but not yet purchased | 151,030,000 | 185,425,000 |
Securities posted as collateral | 0 | 0 |
Level III | ||
Assets | ||
Total assets | 153,300,000 | 132,400,000 |
Measured on a recurring basis | ||
Assets | ||
Equity securities | 1,349,000 | 3,046,000 |
Convertible securities | 146,088,000 | 146,406,000 |
Fixed income securities | 18,432,000 | 28,176,000 |
Taxable securities | 6,267,000 | 22,570,000 |
Tax-exempt securities | 67,944,000 | 222,192,000 |
Short-term securities | 28,592,000 | 67,901,000 |
Mortgage-backed securities | 13,000 | 13,000 |
U.S. government agency securities | 9,146,000 | 51,773,000 |
U.S. government securities | 100,275,000 | |
Derivative contracts | 23,446,000 | 20,382,000 |
Derivative contracts - counterparty and cash collateral netting | (209,670,000) | (188,745,000) |
Total financial instruments and other inventory positions owned | 401,552,000 | 639,762,000 |
Cash equivalents | 468,091,000 | 226,744,000 |
Investments at fair value | 174,849,000 | 149,987,000 |
Total assets | 1,044,492,000 | 1,016,493,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Equity securities | 105,190,000 | 94,036,000 |
Fixed income securities | 18,789,000 | 10,311,000 |
U.S. government agency securities | 9,935,000 | |
U.S. government securities | 21,669,000 | 67,090,000 |
Derivative contracts | 5,382,000 | 4,053,000 |
Derivative contracts | (222,061,000) | (196,114,000) |
Total financial instruments and other inventory positions sold, but not yet purchased | 151,030,000 | 185,425,000 |
Measured on a recurring basis | Level I | ||
Assets | ||
Equity securities | 330,000 | 469,000 |
Tax-exempt securities | 0 | |
U.S. government securities | 100,275,000 | 77,303,000 |
Total financial instruments and other inventory positions owned | 100,605,000 | 77,772,000 |
Cash equivalents | 468,091,000 | 226,744,000 |
Investments at fair value | 16,496,000 | 17,658,000 |
Total assets | 585,192,000 | 322,174,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Equity securities | 102,013,000 | 88,794,000 |
U.S. government securities | 21,669,000 | 67,090,000 |
Total financial instruments and other inventory positions sold, but not yet purchased | 123,682,000 | 155,884,000 |
Measured on a recurring basis | Level II | ||
Assets | ||
Equity securities | 1,019,000 | 2,577,000 |
Convertible securities | 146,088,000 | 146,406,000 |
Fixed income securities | 18,432,000 | 28,176,000 |
Taxable securities | 6,267,000 | 22,570,000 |
Tax-exempt securities | 67,944,000 | 222,192,000 |
Short-term securities | 28,592,000 | 67,901,000 |
U.S. government agency securities | 9,146,000 | 51,773,000 |
Derivative contracts | 232,846,000 | 209,119,000 |
Total financial instruments and other inventory positions owned | 510,334,000 | 750,714,000 |
Investments at fair value | 5,358,000 | |
Total assets | 515,692,000 | 750,714,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Equity securities | 3,177,000 | 5,242,000 |
Fixed income securities | 18,789,000 | 10,311,000 |
U.S. government agency securities | 9,935,000 | |
Derivative contracts | 223,737,000 | 198,604,000 |
Total financial instruments and other inventory positions sold, but not yet purchased | 245,703,000 | 224,092,000 |
Measured on a recurring basis | Level III | ||
Assets | ||
Tax-exempt securities | 0 | |
Mortgage-backed securities | 13,000 | 13,000 |
Derivative contracts | 270,000 | 8,000 |
Total financial instruments and other inventory positions owned | 283,000 | 21,000 |
Investments at fair value | 152,995,000 | 132,329,000 |
Total assets | 153,278,000 | 132,350,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative contracts | 3,706,000 | 1,563,000 |
Total financial instruments and other inventory positions sold, but not yet purchased | 3,706,000 | 1,563,000 |
Measured on a recurring basis | Level III | Noncontrolling Interests | ||
Assets | ||
Investments at fair value | $ 96,700,000 | $ 75,200,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Transfers between fair value levels | $ 0 | |
Level III | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 153,300,000 | $ 132,400,000 |
Percentage of Level III assets to financial instruments measured at fair value | 14.70% | 13.00% |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Changes in Fair Values Associated with Level III Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 132,350 | $ 108,036 |
Purchases | 17,138 | 23,666 |
Sales | (6,820) | (15,699) |
Transfers out | (130) | (783) |
Realized gains/(losses) | (3,734) | 3,633 |
Unrealized gains/(losses) | 14,474 | 13,497 |
Ending balance | 153,278 | 132,350 |
Unrealized gains/(losses) for assets held at period end | 8,981 | 16,113 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,563 | 4,202 |
Purchases | (14,983) | (16,311) |
Sales | 379 | |
Realized gains/(losses) | 14,604 | 16,311 |
Unrealized gains/(losses) | 2,143 | (2,639) |
Ending balance | 3,706 | 1,563 |
Unrealized gains/(losses) for liabilities held at period end | 3,706 | 1,563 |
Financial instruments and other inventory positions sold, but not yet purchased | Derivative contracts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,563 | 4,202 |
Issuances | (14,983) | (16,311) |
Settlements | 379 | 0 |
Transfers in | 0 | 0 |
Transfers out | 0 | 0 |
Realized gains/(losses) | 14,604 | 16,311 |
Unrealized gains/(losses) | 2,143 | (2,639) |
Ending balance | 3,706 | 1,563 |
Unrealized gains/(losses) for liabilities held at period end | 3,706 | 1,563 |
Financial instruments and other inventory positions owned | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 21 | 244 |
Purchases | 1,005 | 42 |
Sales | (535) | (802) |
Realized gains/(losses) | (470) | 732 |
Unrealized gains/(losses) | 262 | (195) |
Ending balance | 283 | 21 |
Unrealized gains/(losses) for assets held at period end | 270 | 8 |
Financial instruments and other inventory positions owned | Mortgage-backed securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 13 | 15 |
Purchases | 0 | 0 |
Sales | (6) | |
Transfers into Level III | 0 | 0 |
Transfers out | 0 | 0 |
Realized gains/(losses) | 0 | (23) |
Unrealized gains/(losses) | 0 | 27 |
Ending balance | 13 | 13 |
Unrealized gains/(losses) for assets held at period end | 0 | 0 |
Financial instruments and other inventory positions owned | Derivative contracts | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 8 | 229 |
Issuances | 1,005 | 42 |
Settlements | (535) | (796) |
Transfers into Level III | 0 | 0 |
Transfers out | 0 | 0 |
Realized gains/(losses) | (470) | 755 |
Unrealized gains/(losses) | 262 | (222) |
Ending balance | 270 | 8 |
Unrealized gains/(losses) for assets held at period end | 270 | 8 |
Investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 132,329 | 107,792 |
Purchases | 16,133 | 23,624 |
Sales | (6,285) | (14,897) |
Transfers into Level III | 0 | 0 |
Transfers out | (130) | (783) |
Realized gains/(losses) | (3,264) | 2,901 |
Unrealized gains/(losses) | 14,212 | 13,692 |
Ending balance | 152,995 | 132,329 |
Unrealized gains/(losses) for assets held at period end | $ 8,711 | $ 16,105 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Consolidated Variable Interest Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||
Investments | $ 183,179 | $ 158,141 |
Other assets | 75,043 | 55,440 |
Total assets | 1,997,140 | 1,628,719 |
Other liabilities and accrued expenses | 84,547 | 46,578 |
Total liabilities | 1,071,058 | $ 822,191 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Investments | 150,879 | |
Other assets | 5,905 | |
Total assets | 156,784 | |
Other liabilities and accrued expenses | 2,593 | |
Total liabilities | $ 2,593 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||
Net assets for VIEs for which the Company has determined it is not the primary beneficiary | $ 1,997,140,000 | $ 1,628,719,000 |
Liabilities related to VIEs for which the Company has determined it is not the primary beneficiary | 1,071,058,000 | 822,191,000 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Available bank line financing | 25,000,000 | |
Net assets for VIEs for which the Company has determined it is not the primary beneficiary | 156,784,000 | |
Liabilities related to VIEs for which the Company has determined it is not the primary beneficiary | 2,593,000 | |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Net assets for VIEs for which the Company has determined it is not the primary beneficiary | 1,800,000,000 | 300,000,000 |
Variable interest entities, exposure to loss | 7,800,000 | |
Liabilities related to VIEs for which the Company has determined it is not the primary beneficiary | $ 0 | $ 0 |
Receivables from and Payables_3
Receivables from and Payables to Brokers, Dealers and Clearing Organizations - Amounts Receivable from Brokers, Dealers and Clearing Organizations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Brokers and Dealers [Abstract] | ||
Receivable from clearing organizations | $ 184,662 | $ 260,436 |
Receivable from brokers and dealers | 33,514 | 19,161 |
Other | 3,315 | 3,511 |
Total receivables from brokers, dealers and clearing organizations | $ 221,491 | $ 283,108 |
Receivables from and Payables_4
Receivables from and Payables to Brokers, Dealers and Clearing Organizations - Amounts Payable to Brokers, Dealers and Clearing Organizations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Brokers and Dealers [Abstract] | ||
Payable to brokers and dealers | $ 18,591 | $ 7,514 |
Total payables to brokers, dealers and clearing organizations | $ 18,591 | $ 7,514 |
Receivables from and Payables_5
Receivables from and Payables to Brokers, Dealers and Clearing Organizations - Additional Information (Details) | Dec. 31, 2020USD ($) |
Pershing clearing arrangement | |
Excess net capital required by covenants | $ 120,000,000 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Investments [Line Items] | ||
Investments at fair value | $ 174,849 | $ 149,987 |
Investments at cost | 611 | 1,084 |
Investments accounted for under the equity method | 7,719 | 7,070 |
Total investments | 183,179 | 158,141 |
Investments attributable to noncontrolling interests | ||
Schedule of Investments [Line Items] | ||
Investments at fair value | 96,657 | 75,245 |
Investments attributable to parent | ||
Schedule of Investments [Line Items] | ||
Total investments | $ 86,522 | $ 82,896 |
Investments - Additional Inform
Investments - Additional Information (Details) $ in Millions | Dec. 31, 2020USD ($) |
Investments, All Other Investments [Abstract] | |
Estimated fair market value of investments carried at cost | $ 0.6 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Fee receivables | $ 38,840 | $ 18,574 |
Accrued interest receivables | 1,474 | 2,977 |
Forgivable loans, net | 5,526 | 5,227 |
Prepaid expenses | 14,585 | 10,687 |
Income Taxes Receivable | 0 | 2,658 |
Other | 14,618 | 15,317 |
Total other assets | $ 75,043 | $ 55,440 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Value of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill | |||
Goodwill beginning balance | $ 87,649 | $ 81,855 | |
Goodwill acquired | 139,859 | 5,794 | |
Goodwill ending balance | 227,508 | 87,649 | $ 81,855 |
Intangible Assets | |||
Intangible assets beginning balance | 16,686 | 4,284 | |
Intangible assets acquired | 177,900 | 16,700 | |
Amortization of intangible assets | (44,728) | (4,298) | (4,858) |
Intangible assets ending balance | $ 149,858 | $ 16,686 | $ 4,284 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Acquisition Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Apr. 03, 2020 | Jan. 03, 2020 | Aug. 02, 2019 |
Sandler O'Neill | ||||
Business Acquisition | ||||
Intangible assets | $ 157,800 | |||
Sandler O'Neill | Trade name | ||||
Business Acquisition | ||||
Intangible assets | 85,400 | |||
Sandler O'Neill | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | $ 72,400 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years 4 months 24 days | |||
The Valence Group | ||||
Business Acquisition | ||||
Intangible assets | $ 14,800 | |||
The Valence Group | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | $ 14,800 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 4 months 24 days | |||
TRS Advisors, LLC | ||||
Business Acquisition | ||||
Intangible assets | $ 5,300 | |||
TRS Advisors, LLC | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | $ 5,300 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | |||
Weeden & Co. | ||||
Business Acquisition | ||||
Intangible assets | $ 16,700 | |||
Weeden & Co. | Customer Relationships | ||||
Business Acquisition | ||||
Intangible assets | $ 12,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 4 months 24 days | |||
Weeden & Co. | Internally developed software | ||||
Business Acquisition | ||||
Intangible assets | $ 4,700 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 7 months 6 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2021 | $ 30,080 |
2022 | 9,344 |
2023 | 7,442 |
2024 | 6,292 |
2025 | 5,302 |
Thereafter | 5,998 |
Total | $ 64,458 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Goodwill impairment | $ 0 | ||
Capital Markets | |||
Goodwill And Intangible Assets Disclosure [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | |
Intangible asset impairment | $ 0 | $ 0 | $ 0 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets before accumulated depreciation and amortization | $ 118,695 | $ 95,841 |
Accumulated depreciation and amortization | (74,883) | (65,991) |
Fixed assets | 43,812 | 29,850 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets before accumulated depreciation and amortization | 50,971 | 44,018 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets before accumulated depreciation and amortization | 55,510 | 39,714 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets before accumulated depreciation and amortization | $ 12,214 | $ 12,109 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 10.7 | $ 9.3 | $ 8.1 |
Short-Term Financing - Schedule
Short-Term Financing - Schedule of Outstanding Short-Term Financing (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||
Oustanding Balance | $ 0 | $ 49,978 |
Commercial paper (secured) | ||
Short-term Debt [Line Items] | ||
Oustanding Balance | $ 0 | $ 49,978 |
Weighted Average Interest Rate | 0.00% | 2.69% |
Short-Term Financing - Addition
Short-Term Financing - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 31, 2021 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | |||
Short-term financing | $ 0 | $ 49,978,000 | |
Commercial paper (secured) | |||
Short-term Debt [Line Items] | |||
Short-term financing | $ 0 | $ 49,978,000 | |
Commercial paper (secured) | Minimum | |||
Short-term Debt [Line Items] | |||
Debt term | 27 days | ||
Commercial paper (secured) | Maximum | |||
Short-term Debt [Line Items] | |||
Debt term | 270 days | ||
Commercial paper (secured) | CP Series II A | |||
Short-term Debt [Line Items] | |||
Excess net capital required by covenants | $ 100,000,000 | ||
Short-term financing | 0 | ||
Revolving credit facility | |||
Short-term Debt [Line Items] | |||
Line of credity, maximum borrowing capacity | 50,000,000 | ||
Minimum net capital required by covenants | 120,000,000 | ||
Short-term financing | $ 0 | ||
Revolving credit facility | Subsequent Event | |||
Short-term Debt [Line Items] | |||
Line of credity, maximum borrowing capacity | $ 65,000,000 | ||
Credit facility | |||
Short-term Debt [Line Items] | |||
Debt term | 1 year | ||
Line of credity, maximum borrowing capacity | $ 100,000,000 | ||
Minimum net capital required by covenants | 120,000,000 | ||
Short-term financing | $ 0 |
Long-Term Financing (Details)
Long-Term Financing (Details) | Dec. 31, 2020USD ($)class | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||
Long-term financing | $ 195,000,000 | $ 175,000,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term financing | $ 175,000,000 | |
Number of classes of Senior Notes | class | 2 | |
Senior Notes | Class A Fixed Rate Senior Notes Due October 2021 | ||
Debt Instrument [Line Items] | ||
Long-term financing | $ 50,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.74% | |
Senior Notes | Class B Fixed Rate Senior Notes Due October 2023 | ||
Debt Instrument [Line Items] | ||
Long-term financing | $ 125,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.20% | |
Unsecured Promissory Notes [Member] | The Valence Group | ||
Debt Instrument [Line Items] | ||
Long-term financing | $ 20,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Contingencies, Commitments an_3
Contingencies, Commitments and Guarantees - Schedule of aggregate minimum lease commitments under operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 24,345 | |
2022 | 22,589 | |
2023 | 18,421 | |
2024 | 16,185 | |
2025 | 14,060 | |
Thereafter | 22,471 | |
Total | 118,071 | |
Lessee, Operating Lease, Description [Abstract] | ||
Total minimum rentals to be received under noncancelable subleases | 1,500 | |
Lease, Cost | 21,900 | $ 12,100 |
Short-term Lease, Cost | 800 | 700 |
Sublease Income | $ 1,800 | $ 1,600 |
Weighted average remaining lease term | 5 years 7 months 6 days | |
Weighted Average | ||
Lessee, Operating Lease, Description [Abstract] | ||
Weighted-average discount rate | 4.00% |
Contingencies, Commitments an_4
Contingencies, Commitments and Guarantees - Additional Information (Detail) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining investment commitments | $ 66,000,000 |
Liability for guarantees | $ 0 |
Restructuring and Integration_3
Restructuring and Integration Costs - Schedule of Restructuring and Integration Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | $ 6,404 | $ 7,462 | $ 3,498 |
Integration costs | 4,351 | 6,859 | 0 |
Total restructuring and integration costs | 10,755 | 14,321 | 3,498 |
Severance, benefits and outplacement | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | 3,032 | 2,938 | 3,183 |
Contract termination | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | 891 | 2,798 | 185 |
Vacated leased office space | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring costs | $ 2,481 | $ 1,726 | $ 130 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | Feb. 04, 2021$ / shares | Dec. 31, 2020USD ($)numberOfVotes$ / sharesshares | Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2020USD ($)numberOfVotes$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jan. 01, 2020USD ($) | Sep. 30, 2017USD ($) |
Equity [Abstract] | ||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Common stock, number of votes per share | numberOfVotes | 1 | 1 | ||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||
Dividends [Abstract] | ||||||||||||||
Cash dividends paid | $ | $ 28,200,000 | $ 35,600,000 | $ 47,200,000 | |||||||||||
Dividends declared, per share | $ / shares | $ 0.375 | $ 0.30 | $ 0.20 | $ 1.125 | $ 0.375 | $ 0.375 | $ 0.375 | $ 1.385 | $ 2 | $ 2.51 | $ 3.12 | |||
Payments for Repurchase of Equity [Abstract] | ||||||||||||||
Aggregate purchase price of share repurchases | $ | $ 21,965,000 | $ 50,584,000 | $ 70,903,000 | |||||||||||
Shares of common stock repurchased for employee tax withholding | 105,193 | 701,217 | 279,664 | |||||||||||
Repurchase of common stock for employee tax withholding | $ | $ 8,800,000 | $ 50,600,000 | $ 23,800,000 | |||||||||||
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | ||||||||||||||
Reissuance of treasury shares as a result of employee vesting | 309,089 | 1,415,147 | 1,040,015 | |||||||||||
Common Stock | ||||||||||||||
Payments for Repurchase of Equity [Abstract] | ||||||||||||||
Shares repurchased | 188,319 | 501 | 681,233 | |||||||||||
Shares of common stock repurchased for employee tax withholding | 105,193 | 701,217 | 279,664 | |||||||||||
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | ||||||||||||||
Issuance of treasury shares for deal consideration (in shares) | 34,205 | |||||||||||||
2020 Plan | ||||||||||||||
Payments for Repurchase of Equity [Abstract] | ||||||||||||||
Repurchase of common stock, authorized amount | $ | $ 150,000,000 | |||||||||||||
Shares repurchased | 188,319 | |||||||||||||
Share repurchases, average price per share | $ / shares | $ 69.72 | |||||||||||||
Aggregate purchase price of share repurchases | $ | $ 13,100,000 | |||||||||||||
Remaining under share repurchase program | $ | $ 136,900,000 | $ 136,900,000 | ||||||||||||
2017 Plan | ||||||||||||||
Payments for Repurchase of Equity [Abstract] | ||||||||||||||
Repurchase of common stock, authorized amount | $ | $ 150,000,000 | |||||||||||||
Shares repurchased | 501 | 681,233 | ||||||||||||
Share repurchases, average price per share | $ / shares | $ 64.80 | $ 69.20 | ||||||||||||
Aggregate purchase price of share repurchases | $ | $ 47,100,000 | |||||||||||||
Quarterly dividends | ||||||||||||||
Dividends [Abstract] | ||||||||||||||
Cash dividends paid, per share | $ / shares | $ 1.25 | 1.50 | $ 1.50 | |||||||||||
Quarterly dividends | Subsequent Event | ||||||||||||||
Dividends [Abstract] | ||||||||||||||
Dividends declared, per share | $ / shares | $ 0.40 | |||||||||||||
Annual special dividends | ||||||||||||||
Dividends [Abstract] | ||||||||||||||
Cash dividends paid, per share | $ / shares | $ 0.75 | $ 1.01 | $ 1.62 | |||||||||||
Annual special dividends | Subsequent Event | ||||||||||||||
Dividends [Abstract] | ||||||||||||||
Dividends declared, per share | $ / shares | $ 1.85 |
Shareholders' Equity - Noncontr
Shareholders' Equity - Noncontrolling Interests - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |||
Other comprehensive income or loss attributed to noncontrolling interests | $ 0 | $ 0 | $ 0 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expense recognized as part of compensation and benefits | $ 25.5 | $ 18.4 | $ 18.1 |
Health and Welfare Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expense recognized as part of compensation and benefits | $ 14.7 | $ 10.6 | $ 10.7 |
Retirement Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Maximum 401(k) plan contribution rates as percentage of employee earnings | 100.00% | ||
Retirement plan, employer matching contribution as a percentage of employees' gross pay | 6.00% |
Compensation Plans - Summary of
Compensation Plans - Summary of Outstanding Equity Awards (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 81,667 | 81,667 | 81,667 | 0 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 4,312,557 | 694,225 | 1,569,795 | 2,225,617 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 146,048 | 114,315 | 194,251 | 244,772 |
Restricted stock related to compensation | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 1,984,872 | |||
Deal consideration | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 2,327,685 | |||
Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 81,667 | |||
Incentive Plan | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 146,048 | |||
Incentive Plan | Restricted stock related to compensation | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 559,471 | |||
Incentive Plan | Restricted stock related to compensation | Restricted Stock | Annual Grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 456,066 | |||
Incentive Plan | Restricted stock related to compensation | Restricted Stock | Sign On Grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 103,405 | |||
2019 Inducement Plan | Restricted stock related to compensation | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 97,100 | |||
2020 Inducement Plan | Restricted stock related to compensation | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock or units outstanding | 1,328,301 |
Compensation Plans - Schedule o
Compensation Plans - Schedule of RSU Performance Condition Probability (Details) - Restricted stock units - Average adjusted return on equity targets - Probability of achieving performance condition | 12 Months Ended |
Dec. 31, 2020 | |
2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 75.00% |
2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 75.00% |
2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 57.00% |
Compensation Plans - Schedule_2
Compensation Plans - Schedule of RSU Valuation Assumptions (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2020 | |
2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free Interest Rate | 1.40% |
Expected Stock Price Volatility | 27.30% |
2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free Interest Rate | 2.50% |
Expected Stock Price Volatility | 31.90% |
2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free Interest Rate | 2.40% |
Expected Stock Price Volatility | 34.80% |
2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free Interest Rate | 1.62% |
Expected Stock Price Volatility | 35.90% |
2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free Interest Rate | 0.98% |
Expected Stock Price Volatility | 34.90% |
Compensation Plans - Schedule_3
Compensation Plans - Schedule of Stock Options Valuation Assumptions (Details) - Stock options | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.82% |
Dividend yield | 3.22% |
Expected stock price volatility | 37.20% |
Expected life of options (in years) | 7 years |
Fair value of options granted (per share) | $ 24.49 |
Compensation Plans - Schedule_4
Compensation Plans - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Stock-based compensation expense | $ 120.8 | $ 30.8 | $ 43.2 |
Forfeitures | 2.3 | 2.6 | 0.9 |
Tax benefit related to stock-based compensation | $ 15.6 | $ 5.4 | $ 6.9 |
Compensation Plans - Summary _2
Compensation Plans - Summary of Changes in Unvested Restricted Stock (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unvested Restricted Stock (in Shares) | |||
Beginning Balance (in shares) | 694,225 | 1,569,795 | 2,225,617 |
Granted (in shares) | 3,968,340 | 463,088 | 310,494 |
Vested (in shares) | (283,934) | (1,306,844) | (945,550) |
Canceled (in shares) | (66,074) | (31,814) | (20,766) |
Ending Balance (in shares) | 4,312,557 | 694,225 | 1,569,795 |
Weighted Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 78.52 | $ 53.80 | $ 46.40 |
Granted (in dollars per share) | 74.82 | 74.05 | 88.18 |
Vested (in dollars per share) | 80.64 | 47.30 | 47.65 |
Canceled (in dollars per share) | 77.68 | 76.20 | 54.53 |
Ending Balance (in dollars per share) | $ 74.99 | $ 78.52 | $ 53.80 |
Compensation Plans - Summary _3
Compensation Plans - Summary of Changes in Unvested Restricted Stock Units (Details) - Restricted stock units - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unvested Restricted Stock Units | |||
Beginning Balance (in shares) | 114,315 | 194,251 | 244,772 |
Granted (in shares) | 56,066 | 39,758 | 53,796 |
Vested (in shares) | (18,255) | (103,707) | (86,511) |
Canceled (in shares) | (6,078) | (15,987) | (17,806) |
Ending Balance (in shares) | 146,048 | 114,315 | 194,251 |
Weighted Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 85.09 | $ 48.97 | $ 27.89 |
Granted (in dollars per share) | 86.01 | 75.78 | 92.93 |
Vested (in dollars per share) | 84.10 | 19.93 | 21.83 |
Canceled (in dollars per share) | 84.10 | 45.79 | 23.91 |
Ending Balance (in dollars per share) | $ 85.60 | $ 85.09 | $ 48.97 |
Compensation Plans - Summary _4
Compensation Plans - Summary of Changes in Stock Options (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Options Outstanding | ||||
Beginning Balance (in shares) | 81,667 | 81,667 | 0 | |
Granted (in shares) | 0 | 0 | 81,667 | |
Exercised (in shares) | 0 | 0 | 0 | |
Canceled (in shares) | 0 | 0 | 0 | |
Expired (in shares) | 0 | 0 | 0 | |
Ending Balance (in shares) | 81,667 | 81,667 | 81,667 | 0 |
Options exercisable at period end | 0 | 0 | 0 | |
Weighted Average Exercise Price (in dollars per share) | ||||
Beginning Balance (in dollars per share) | $ 99 | $ 99 | $ 0 | |
Granted (in dollars per share) | 0 | 0 | 99 | |
Exercised (in dollars per share) | 0 | 0 | 0 | |
Canceled (in dollars per share) | 0 | 0 | 0 | |
Expired (in dollars per share) | 0 | 0 | 0 | |
Ending Balance (in dollars per share) | $ 99 | $ 99 | $ 99 | $ 0 |
Weighted Average Remaining Contractual Term (in Years) | ||||
Weighted Average Remaining Contractual Term (in Years) | 7 years 1 month 6 days | 8 years 1 month 6 days | 9 years 1 month 6 days | 0 years |
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value of Stock Options | $ 155,167 | $ 0 | $ 0 | $ 0 |
Compensation Plans - Additional
Compensation Plans - Additional Information (Detail) | Dec. 31, 2020USD ($)planshares | Apr. 03, 2020USD ($)shares | Jan. 03, 2020USD ($)shares | Aug. 02, 2019USD ($)shares | May 16, 2016USD ($)shares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)planshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stock-based compensation plans | plan | 3 | 3 | |||||||
Options exercisable at period end | 0 | 0 | 0 | 0 | |||||
Shares of common stock purchased from restricted stock award related to recipients' employment tax obligations | 105,193 | 701,217 | 279,664 | ||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted (in shares) | 3,968,340 | 463,088 | 310,494 | ||||||
Fair value of restricted stock vested during the period | $ | $ 22,900,000 | $ 61,800,000 | $ 45,100,000 | ||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance period for restricted stock units | 36 months | ||||||||
Number of years risk free interest rate | 3 years | ||||||||
Number of shares granted (in shares) | 56,066 | 39,758 | 53,796 | ||||||
Restricted stock and restricted stock units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost related to equity awards | $ | $ 210,400,000 | $ 210,400,000 | |||||||
Weighted average period over which equity award expense expected to be recognized | 3 years | ||||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants requisite service period (in years) | 5 years | ||||||||
Share based compensation option exercise price | 10.00% | ||||||||
Unrecognized compensation cost related to equity awards | $ | $ 800,000 | $ 800,000 | |||||||
Weighted average period over which equity award expense expected to be recognized | 2 years 1 month 6 days | ||||||||
Stock options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Term of stock options | 10 years | ||||||||
Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity award grants authorized (in shares) | 9,400,000 | 9,400,000 | |||||||
Shares available for future issuance (in shares) | 1,700,000 | 1,700,000 | |||||||
Leadership Grants Subsequent to 2016 | Restricted stock units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 150.00% | ||||||||
Average adjusted return on equity targets | Leadership Grants Subsequent to 2016 | Restricted stock units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 75.00% | ||||||||
Average adjusted return on equity targets | 2016 Leadership Grant | Restricted stock units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 50.00% | ||||||||
Total shareholder return relative to members of a predetermined peer group | Leadership Grants Subsequent to 2016 | Restricted stock units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 75.00% | ||||||||
Total Shareholder Return | 2016 Leadership Grant | Restricted stock units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 50.00% | ||||||||
Simmons & Company International | 2016 Inducement Plan | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Value of restricted stock granted | $ | $ 11,600,000 | ||||||||
Number of shares granted (in shares) | 286,776 | ||||||||
Weeden & Co. LP | 2019 Inducement Plan | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Value of restricted stock granted | $ | $ 7,300,000 | ||||||||
Number of shares granted (in shares) | 97,752 | ||||||||
Sandler O'Neill | Restricted Stock | 18 Month Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 18 months | ||||||||
Sandler O'Neill | Restricted Stock | Three Year Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Sandler O'Neill | Restricted Stock | Five Year Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 5 years | ||||||||
Sandler O'Neill | Restricted Stock | Weighted Average | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years 8 months 12 days | ||||||||
Sandler O'Neill | 2020 Inducement Plan | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Value of restricted stock granted | $ | $ 96,900,000 | ||||||||
Number of shares granted (in shares) | 1,217,423 | ||||||||
Sandler O'Neill | 2020 Inducement Plan | Restricted Stock | 18 Month Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 18 months | ||||||||
Sandler O'Neill | 2020 Inducement Plan | Restricted Stock | Three Year Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Sandler O'Neill | 2020 Inducement Plan | Restricted Stock | Five Year Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 5 years | ||||||||
Sandler O'Neill | 2020 Inducement Plan | Restricted Stock | Weighted Average | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years 8 months 12 days | ||||||||
The Valence Group | Restricted Stock | Five Year Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 5 years | ||||||||
The Valence Group | 2020 Inducement Plan | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Value of restricted stock granted | $ | $ 5,500,000 | ||||||||
Number of shares granted (in shares) | 114,000 | ||||||||
TRS Advisors, LLC | Restricted Stock | Three Year Vesting Period | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
TRS Advisors, LLC | 2020 Inducement Plan | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Value of restricted stock granted | $ | $ 2,900,000 | ||||||||
Number of shares granted (in shares) | 29,194 | ||||||||
Forecast | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares of common stock purchased from restricted stock award related to recipients' employment tax obligations | 100,000 | ||||||||
Annual Grant | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Annual grant expense period (in years) | 1 year | ||||||||
Sign On Grant | Restricted Stock | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants requisite service period (in years) | 3 years | ||||||||
Sign On Grant | Restricted Stock | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants requisite service period (in years) | 5 years |
Compensation Plans - Deferred C
Compensation Plans - Deferred Compensation Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Mutual Fund Restricted Shares Investment Plan | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Award vesting period | 3 years | ||
Compensation expense related to MFRS awards | $ 77.2 | $ 45.5 | $ 50.2 |
MFRS forfeitures | 5.8 | 3.3 | $ 1.6 |
Nonqualified Deferred Compensation Plan | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Plan assets | 16.3 | 16.7 | |
Plan liabilities | $ 16.3 | $ 16.7 |
Compensation Plans - Acquisitio
Compensation Plans - Acquisition-related Compensation Arrangements (Details) - Simmons & Company International - Performance award plan - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Amount accrued related to earnout | $ 40.1 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Amount accrued related to earnout | $ 40.1 | |
Contingent consideration performance period | 3 years | |
Non-interest expense recorded related to earnout | $ 0.6 | $ 8.9 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings per basic common share | |||||||||||
Net income from continuing operations applicable to Piper Sandler Companies | $ 38,658 | $ 17,165 | $ 12,555 | $ 19,561 | $ 40,504 | $ 87,939 | $ 55,649 | ||||
Net income from discontinued operations | 0 | 26,077 | (2,166) | (139) | 0 | 23,772 | 1,387 | ||||
Net income applicable to Piper Sandler Companies | $ 42,160 | $ 11,617 | $ 1,454 | $ (14,727) | 38,658 | 43,242 | 10,389 | 19,422 | 40,504 | 111,711 | 57,036 |
Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted | 0 | (4,511) | (7,043) | ||||||||
Net income applicable to Piper Sandler Companies' common shareholders | $ 42,160 | $ 11,617 | $ 1,454 | $ (14,727) | $ 38,006 | $ 42,442 | $ 10,151 | $ 17,835 | $ 40,504 | $ 107,200 | $ 49,993 |
Shares for basic and diluted calculations: | |||||||||||
Average shares used in basic computation | 13,755,000 | 13,778,000 | 13,794,000 | 13,796,000 | 13,714,000 | 13,708,000 | 13,588,000 | 13,204,000 | 13,781,000 | 13,555,000 | 13,234,000 |
Average shares used in diluted computation | 15,860,000 | 14,853,000 | 14,476,000 | 14,411,000 | 14,100,000 | 14,085,000 | 14,024,000 | 13,530,000 | 14,901,000 | 13,937,000 | 13,425,000 |
Earnings per basic common share: | |||||||||||
Income from continuing operations | $ 2.77 | $ 1.23 | $ 0.90 | $ 1.36 | $ 2.94 | $ 6.21 | $ 3.68 | ||||
Income from discontinued operations | 0 | 1.87 | (0.15) | (0.01) | 0 | 1.69 | 0.09 | ||||
Earnings per basic common share | $ 3.07 | $ 0.84 | $ 0.11 | $ (1.07) | 2.77 | 3.09 | 0.75 | 1.35 | 2.94 | 7.90 | 3.78 |
Earnings per diluted common share: | |||||||||||
Income from continuing operations | 2.70 | 1.20 | 0.87 | 1.33 | 2.72 | 6.05 | 3.63 | ||||
Income from discontinued operations | 0 | 1.82 | (0.15) | (0.01) | 0 | 1.65 | 0.09 | ||||
Earnings per diluted common share | $ 2.66 | $ 0.78 | $ 0.10 | $ (1.07) | $ 2.70 | $ 3.01 | $ 0.72 | $ 1.32 | $ 2.72 | $ 7.69 | $ 3.72 |
Weighted average participating shares outstanding | 513,220 | 1,868,883 | |||||||||
Stock options and restricted shares | |||||||||||
Earnings per diluted common share: | |||||||||||
Common shares excluded from diluted EPS | 1,700,000 | 100,000 | |||||||||
Restricted stock units | |||||||||||
Shares for basic and diluted calculations: | |||||||||||
Dilutive impact of securities | 135,000 | 162,000 | 191,000 | ||||||||
Restricted Stock | |||||||||||
Shares for basic and diluted calculations: | |||||||||||
Dilutive impact of securities | 985,000 | 220,000 | 0 |
Revenues and Business Informa_3
Revenues and Business Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||
Investment banking | $ 858,476 | $ 629,392 | $ 588,978 | ||||||||
Institutional brokerage | 357,753 | 167,891 | 124,738 | ||||||||
Interest income | 13,164 | 26,741 | 32,749 | ||||||||
Investment income | 23,265 | 22,275 | 11,039 | ||||||||
Total revenues | $ 409,140 | $ 307,174 | $ 295,964 | $ 240,380 | $ 282,791 | $ 202,912 | $ 175,411 | $ 185,185 | 1,252,658 | 846,299 | 757,504 |
Interest expense | 3,252 | 3,455 | 3,526 | 4,212 | 3,920 | 2,177 | 2,993 | 2,643 | 14,445 | 11,733 | 16,551 |
Net revenues | 405,888 | 303,719 | 292,438 | 236,168 | 278,871 | 200,735 | 172,418 | 182,542 | 1,238,213 | 834,566 | 740,953 |
Non-interest expenses (1) | 335,357 | 279,070 | 285,041 | 270,197 | 224,989 | 179,700 | 151,493 | 159,405 | 1,169,665 | 715,587 | 668,464 |
Pre-tax income | $ 70,531 | $ 24,649 | $ 7,397 | $ (34,029) | $ 53,882 | $ 21,035 | $ 20,925 | $ 23,137 | $ 68,548 | $ 118,979 | $ 72,489 |
Pre-tax margin | 5.50% | 14.30% | 9.80% | ||||||||
Intangible asset amortization | $ 44,728 | $ 4,298 | $ 4,858 | ||||||||
Capital Markets | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Intangible asset amortization | 44,700 | 4,300 | 4,900 | ||||||||
Advisory services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Investment banking | 443,327 | 440,695 | 394,133 | ||||||||
Corporate financing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Investment banking | 295,333 | 105,256 | 123,072 | ||||||||
Municipal financing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Investment banking | 119,816 | 83,441 | 71,773 | ||||||||
Equity brokerage | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Institutional brokerage | 161,445 | 87,555 | 77,110 | ||||||||
Fixed income services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Institutional brokerage | $ 196,308 | $ 80,336 | $ 47,628 |
Net Capital Requirements and _2
Net Capital Requirements and Other Regulatory Matters - Additional Information (Details) | Dec. 31, 2020USD ($) |
Schedule Of Compliance With Regulatory Capital Requirements For Broker Dealer [Line Items] | |
Minimum net capital requirement | $ 1,000,000 |
Net capital | 212,900,000 |
Excess net capital | 211,900,000 |
Pershing clearing arrangement | |
Schedule Of Compliance With Regulatory Capital Requirements For Broker Dealer [Line Items] | |
Excess net capital required by covenants | 120,000,000 |
Senior Notes | |
Schedule Of Compliance With Regulatory Capital Requirements For Broker Dealer [Line Items] | |
Minimum net capital required by covenants | 120,000,000 |
Committed Credit Facility | |
Schedule Of Compliance With Regulatory Capital Requirements For Broker Dealer [Line Items] | |
Minimum net capital required by covenants | 120,000,000 |
Revolving credit facility | |
Schedule Of Compliance With Regulatory Capital Requirements For Broker Dealer [Line Items] | |
Minimum net capital required by covenants | 120,000,000 |
Commercial Paper | CP Series II A | |
Schedule Of Compliance With Regulatory Capital Requirements For Broker Dealer [Line Items] | |
Excess net capital required by covenants | $ 100,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense/(Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||||||||||
Federal | $ 43,445 | $ (404) | $ 16,351 | ||||||||
State | 14,551 | 123 | 4,784 | ||||||||
Foreign | 150 | 96 | 276 | ||||||||
Current income tax expense/(benefit) | 58,146 | (185) | 21,411 | ||||||||
Deferred: | |||||||||||
Federal | (27,995) | 19,071 | (7,326) | ||||||||
State | (10,510) | 5,517 | (524) | ||||||||
Foreign | (449) | 174 | 4,485 | ||||||||
Deferred income tax expense/(benefit) | (38,954) | 24,762 | (3,365) | ||||||||
Total income tax expense from continuing operations | $ 20,592 | $ 5,674 | $ 4,700 | $ (11,774) | $ 13,848 | $ 6,717 | $ (180) | $ 4,192 | 19,192 | 24,577 | 18,046 |
Total income tax expense from discontinued operations | $ 0 | $ 8,370 | $ 1,001 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||||||||
Federal income tax expense at statutory rates | $ 14,395 | $ 24,986 | $ 15,223 | ||||||||
Impact of the CARES Act | (2,438) | 0 | 0 | ||||||||
Impact of the Tax Cuts and Jobs Act | 0 | 0 | 952 | ||||||||
State income taxes, net of federal tax benefit | 4,396 | 4,906 | 3,390 | ||||||||
Net tax-exempt interest income | (1,661) | (1,643) | (3,034) | ||||||||
Foreign jurisdictions tax rate differential | 48 | (438) | 1,067 | ||||||||
Non-deductible compensation | 6,163 | 3,293 | 1,999 | ||||||||
Change in valuation allowance | 446 | (209) | 5,299 | ||||||||
Vestings of stock awards | (337) | (5,171) | (7,052) | ||||||||
Loss/(income) attributable to noncontrolling interests | (1,859) | (1,357) | 253 | ||||||||
Other, net | 39 | 210 | (51) | ||||||||
Total income tax expense from continuing operations | $ 20,592 | $ 5,674 | $ 4,700 | $ (11,774) | $ 13,848 | $ 6,717 | $ (180) | $ 4,192 | $ 19,192 | $ 24,577 | $ 18,046 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Deferred compensation | $ 78,155 | $ 54,969 |
Accrued lease liability | 24,067 | 13,531 |
Goodwill tax basis in excess of book basis | 30,174 | 11,059 |
Net operating loss carry forwards | 4,665 | 4,965 |
Liabilities/accruals not currently deductible | 1,357 | 1,530 |
Other | 2,478 | 3,852 |
Total deferred tax assets | 140,896 | 89,906 |
Valuation allowance | (5,045) | (4,599) |
Deferred tax assets after valuation allowance | 135,851 | 85,307 |
Deferred tax liabilities: | ||
Right-of-use lease asset | 19,759 | 9,289 |
Unrealized gains on firm investments | 5,610 | 3,988 |
Fixed assets | 5,686 | 3,408 |
Other | 577 | 587 |
Total deferred tax liabilities | 31,632 | 17,272 |
Net deferred tax assets | 104,219 | 68,035 |
Deferred tax assets related to state and foreign net operating loss carryforwards | 5,045 | $ 4,599 |
State and foreign net operating loss carryforwards | ||
Deferred tax assets: | ||
Valuation allowance | (5,000) | |
Deferred tax liabilities: | ||
Deferred tax assets related to state and foreign net operating loss carryforwards | $ 5,000 |
Income Taxes - Changes in Amoun
Income Taxes - Changes in Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 4,259 | $ 774 | $ 166 |
Additions based on tax positions related to the current year | 0 | 0 | 608 |
Additions for tax positions of prior years | 0 | 4,128 | 0 |
Reductions for tax positions of prior years | (3,212) | (358) | 0 |
Settlements | (943) | (285) | 0 |
Ending Balance | $ 104 | $ 4,259 | $ 774 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | |||
Effective Income Tax Rate at Federal Statutory Income Tax Rate Prior to Tax Cuts and Jobs Act, Percent | 35.00% | ||
Income tax benefits related to the provisions in the CARES Act | $ 2,400,000 | ||
Tax expense, Tax Cuts and Jobs Act | $ 1,000,000 | ||
Deferred taxes upon repatriation of our foreign earnings | 0 | ||
Unrecognized tax benefits that would impact effective tax rate | 100,000 | ||
Accruals related to the payment of interest and penalties | 0 | $ 0 | $ 1,200,000 |
Weeden & Co. | Settlement with Taxing Authority | |||
Income Tax Examination [Line Items] | |||
Liability for uncertain state and local income tax positions | $ 4,100,000 | ||
Liability for Uncertainty in Income Taxes, Amount Reversed | 3,200,000 | ||
Tax settlement paid for which the company was indemnified | $ 900,000 |
Parent Company only and PSLS -
Parent Company only and PSLS - Condensed Statements of Financial Condition (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||||
Other assets | $ 75,043 | $ 55,440 | ||
Total assets | 1,997,140 | 1,628,719 | ||
Liabilities and Shareholders' Equity | ||||
Long-term financing | 195,000 | 175,000 | ||
Accrued compensation | 522,412 | 300,527 | ||
Other liabilities and accrued expenses | 84,547 | 46,578 | ||
Total liabilities | 1,071,058 | 822,191 | ||
Shareholders' equity | 829,425 | 731,283 | ||
Total liabilities and shareholders' equity | 1,997,140 | 1,628,719 | ||
Parent Company | ||||
Assets | ||||
Cash and cash equivalents | 200 | 200 | $ 254 | $ 2,348 |
Investment in and advances to subsidiaries | 1,066,069 | 931,444 | ||
Other assets | 9,311 | 16,878 | ||
Total assets | 1,075,580 | 948,522 | ||
Liabilities and Shareholders' Equity | ||||
Long-term financing | 195,000 | 175,000 | ||
Accrued compensation | 47,647 | 30,336 | ||
Other liabilities and accrued expenses | 3,508 | 11,903 | ||
Total liabilities | 246,155 | 217,239 | ||
Shareholders' equity | 829,425 | 731,283 | ||
Total liabilities and shareholders' equity | $ 1,075,580 | $ 948,522 |
Parent Company only and PSLS _2
Parent Company only and PSLS - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||||||||||
Interest income | $ 13,164 | $ 26,741 | $ 32,749 | ||||||||
Investment income/(loss) | 23,265 | 22,275 | 11,039 | ||||||||
Total revenues | $ 409,140 | $ 307,174 | $ 295,964 | $ 240,380 | $ 282,791 | $ 202,912 | $ 175,411 | $ 185,185 | 1,252,658 | 846,299 | 757,504 |
Net revenues | 405,888 | 303,719 | 292,438 | 236,168 | 278,871 | 200,735 | 172,418 | 182,542 | 1,238,213 | 834,566 | 740,953 |
Non-interest expenses: | |||||||||||
Total non-interest expenses | 335,357 | 279,070 | 285,041 | 270,197 | 224,989 | 179,700 | 151,493 | 159,405 | 1,169,665 | 715,587 | 668,464 |
Income tax expense | 20,592 | 5,674 | 4,700 | (11,774) | 13,848 | 6,717 | (180) | 4,192 | 19,192 | 24,577 | 18,046 |
Income from continuing operations of parent company | 38,658 | 17,165 | 12,555 | 19,561 | 40,504 | 87,939 | 55,649 | ||||
Net income/(loss) from discontinued operations | 0 | 26,077 | (2,166) | (139) | 0 | 23,772 | 1,387 | ||||
Net income applicable to Piper Sandler Companies | $ 42,160 | $ 11,617 | $ 1,454 | $ (14,727) | $ 38,658 | $ 43,242 | $ 10,389 | $ 19,422 | 40,504 | 111,711 | 57,036 |
Parent Company | |||||||||||
Revenues: | |||||||||||
Dividends from subsidiaries | 42,450 | 54,762 | 74,896 | ||||||||
Interest income | 829 | 815 | 1,247 | ||||||||
Investment income/(loss) | 1,565 | 2,012 | (496) | ||||||||
Total revenues | 44,844 | 57,589 | 75,647 | ||||||||
Interest expense | 10,568 | 1,910 | 4,902 | ||||||||
Net revenues | 34,276 | 55,679 | 70,745 | ||||||||
Non-interest expenses: | |||||||||||
Total non-interest expenses | 2,049 | 4,851 | 5,844 | ||||||||
Income from continuing operations before income tax expense and equity in income of subsidiaries | 32,227 | 50,828 | 64,901 | ||||||||
Income tax expense | 8,186 | 11,215 | 10,833 | ||||||||
Income from continuing operations of parent company | 24,041 | 39,613 | 54,068 | ||||||||
Equity in undistributed income of subsidiaries | 16,463 | 99,005 | 5,469 | ||||||||
Net income from continuing operations | 40,504 | 138,618 | 59,537 | ||||||||
Net income/(loss) from discontinued operations | 0 | (26,907) | (2,501) | ||||||||
Net income applicable to Piper Sandler Companies | $ 40,504 | $ 111,711 | $ 57,036 |
Parent Company only and PSLS _3
Parent Company only and PSLS - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | |||||||||||
Net income | $ 42,160 | $ 11,617 | $ 1,454 | $ (14,727) | $ 38,658 | $ 43,242 | $ 10,389 | $ 19,422 | $ 40,504 | $ 111,711 | $ 57,036 |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | |||||||||||
Stock-based compensation | 121,688 | 32,003 | 44,285 | ||||||||
Net cash provided by operating activities | 779,765 | 67,798 | 509,795 | ||||||||
Financing Activities: | |||||||||||
Repayment of senior notes | 0 | 0 | (125,000) | ||||||||
Repurchase of common stock | (21,965) | (50,584) | (70,903) | ||||||||
Payment of cash dividend | (28,172) | (35,594) | (47,157) | ||||||||
Net cash provided by/(used in) financing activities | (87,555) | 104,657 | (476,769) | ||||||||
Parent Company | |||||||||||
Operating Activities: | |||||||||||
Net income | 40,504 | 111,711 | 57,036 | ||||||||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | |||||||||||
Stock-based compensation | 525 | 643 | 404 | ||||||||
Equity in undistributed income of subsidiaries | (16,463) | (99,005) | (5,469) | ||||||||
Net cash provided by operating activities | 24,566 | 13,349 | 51,971 | ||||||||
Financing Activities: | |||||||||||
Issuance of senior notes | 0 | 175,000 | 0 | ||||||||
Repayment of senior notes | 0 | 0 | (125,000) | ||||||||
Advances from/(to) subsidiaries | 25,571 | (102,225) | 188,995 | ||||||||
Repurchase of common stock | (21,965) | (50,584) | (70,903) | ||||||||
Payment of cash dividend | (28,172) | (35,594) | (47,157) | ||||||||
Net cash provided by/(used in) financing activities | (24,566) | (13,403) | (54,065) | ||||||||
Net decrease in cash and cash equivalents | 0 | (54) | (2,094) | ||||||||
Cash and cash equivalents at beginning of year | $ 200 | $ 254 | 200 | 254 | 2,348 | ||||||
Cash and cash equivalents at end of year | $ 200 | $ 200 | $ 200 | $ 200 | $ 254 |
Parent Company only and PSLS _4
Parent Company only and PSLS - PSLS Condensed Statement of Financial Condition (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||||
Cash and cash equivalents | $ 507,935 | $ 250,018 | $ 50,364 | $ 33,793 |
Right-of-use lease asset | 82,543 | 40,030 | ||
Fee receivables | 38,840 | 18,574 | ||
Prepaid expenses | 14,585 | 10,687 | ||
Other assets | 75,043 | 55,440 | ||
Total assets | 1,997,140 | 1,628,719 | ||
Liabilities and Shareholders' Equity | ||||
Accrued compensation | 522,412 | 300,527 | ||
Accrued lease liability | 99,478 | 57,169 | ||
Other liabilities and accrued expenses | 84,547 | 46,578 | ||
Total liabilities | 1,071,058 | 822,191 | ||
Shareholder's equity | 926,082 | 806,528 | $ 730,416 | $ 741,235 |
Total liabilities and shareholders' equity | 1,997,140 | $ 1,628,719 | ||
PSLS | ||||
Assets | ||||
Cash and cash equivalents | 3,103 | |||
Right-of-use lease asset | 1,633 | |||
Fee receivables | 506 | |||
Prepaid expenses | 121 | |||
Other assets | 629 | |||
Total assets | 5,992 | |||
Liabilities and Shareholders' Equity | ||||
Accrued compensation | 1,209 | |||
Accrued lease liability | 1,633 | |||
Other liabilities and accrued expenses | 575 | |||
Total liabilities | 3,417 | |||
Shareholder's equity | 2,575 | |||
Total liabilities and shareholders' equity | $ 5,992 |
Quarterly Information (unaudi_3
Quarterly Information (unaudited) - Quarterly Information Schedules (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 409,140 | $ 307,174 | $ 295,964 | $ 240,380 | $ 282,791 | $ 202,912 | $ 175,411 | $ 185,185 | $ 1,252,658 | $ 846,299 | $ 757,504 |
Interest expense | 3,252 | 3,455 | 3,526 | 4,212 | 3,920 | 2,177 | 2,993 | 2,643 | 14,445 | 11,733 | 16,551 |
Net revenues | 405,888 | 303,719 | 292,438 | 236,168 | 278,871 | 200,735 | 172,418 | 182,542 | 1,238,213 | 834,566 | 740,953 |
Non-interest expenses | 335,357 | 279,070 | 285,041 | 270,197 | 224,989 | 179,700 | 151,493 | 159,405 | 1,169,665 | 715,587 | 668,464 |
Income/(loss) from continuing operations before income tax expense/(benefit) | 70,531 | 24,649 | 7,397 | (34,029) | 53,882 | 21,035 | 20,925 | 23,137 | 68,548 | 118,979 | 72,489 |
Income tax expense | 20,592 | 5,674 | 4,700 | (11,774) | 13,848 | 6,717 | (180) | 4,192 | 19,192 | 24,577 | 18,046 |
Income from continuing operations | 40,034 | 14,318 | 21,105 | 18,945 | 49,356 | 94,402 | 54,443 | ||||
Net income from discontinued operations | 0 | 26,077 | (2,166) | (139) | 0 | 23,772 | 1,387 | ||||
Net income | 49,939 | 18,975 | 2,697 | (22,255) | 40,034 | 40,395 | 18,939 | 18,806 | 49,356 | 118,174 | 55,830 |
Net income/(loss) applicable to noncontrolling interests | 7,779 | 7,358 | 1,243 | (7,528) | 1,376 | (2,847) | 8,550 | (616) | 8,852 | 6,463 | (1,206) |
Net income applicable to Piper Sandler Companies | 42,160 | 11,617 | 1,454 | (14,727) | 38,658 | 43,242 | 10,389 | 19,422 | 40,504 | 111,711 | 57,036 |
Net income applicable to Piper Sandler Companies' common shareholders | 42,160 | 11,617 | 1,454 | (14,727) | 38,006 | 42,442 | 10,151 | 17,835 | 40,504 | 107,200 | 49,993 |
Amounts applicable to Piper Sandler Companies | |||||||||||
Net income from continuing operations | 38,658 | 17,165 | 12,555 | 19,561 | 40,504 | 87,939 | 55,649 | ||||
Net income/(loss) from discontinued operations | 0 | 26,077 | (2,166) | (139) | 0 | 23,772 | 1,387 | ||||
Net income applicable to Piper Sandler Companies | $ 42,160 | $ 11,617 | $ 1,454 | $ (14,727) | $ 38,658 | $ 43,242 | $ 10,389 | $ 19,422 | $ 40,504 | $ 111,711 | $ 57,036 |
Earnings per basic common share | |||||||||||
Income from continuing operations | $ 2.77 | $ 1.23 | $ 0.90 | $ 1.36 | $ 2.94 | $ 6.21 | $ 3.68 | ||||
Income from discontinued operations | 0 | 1.87 | (0.15) | (0.01) | 0 | 1.69 | 0.09 | ||||
Earnings per basic common share | $ 3.07 | $ 0.84 | $ 0.11 | $ (1.07) | 2.77 | 3.09 | 0.75 | 1.35 | 2.94 | 7.90 | 3.78 |
Earnings per diluted common share | |||||||||||
Income from continuing operations | 2.70 | 1.20 | 0.87 | 1.33 | 2.72 | 6.05 | 3.63 | ||||
Income from discontinued operations | 0 | 1.82 | (0.15) | (0.01) | 0 | 1.65 | 0.09 | ||||
Earnings per diluted common share | 2.66 | 0.78 | 0.10 | (1.07) | 2.70 | 3.01 | 0.72 | 1.32 | 2.72 | 7.69 | 3.72 |
Dividends declared per common share | $ 0.375 | $ 0.30 | $ 0.20 | $ 1.125 | $ 0.375 | $ 0.375 | $ 0.375 | $ 1.385 | $ 2 | $ 2.51 | $ 3.12 |
Weighted average number of common shares | |||||||||||
Basic | 13,755 | 13,778 | 13,794 | 13,796 | 13,714 | 13,708 | 13,588 | 13,204 | 13,781 | 13,555 | 13,234 |
Diluted | 15,860 | 14,853 | 14,476 | 14,411 | 14,100 | 14,085 | 14,024 | 13,530 | 14,901 | 13,937 | 13,425 |