Supplemental Guarantor Consolidated Financial Statements | Condensed consolidating financial information On June 23, 2017, the Parent issued in a private offering $200.0 million aggregate principal amount of the Notes. The Company used a portion of the net proceeds from the offering of the Unregistered Notes to redeem in full its Old Notes. See note 11 for further details. The Notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by E.A. Viner International Co. and Viner Finance Inc. (together, the "Guarantors"), unless released as described below. Each of the Guarantors is 100% owned by the Parent. The indenture for the Notes contains covenants with restrictions which are discussed in note 10. The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Parent, the Guarantor subsidiaries, the Non-Guarantor subsidiaries and elimination entries necessary to consolidate the Company. Each Guarantor will be automatically and unconditionally released and discharged upon: the sale, exchange or transfer of the capital stock of a Guarantor and the Guarantor ceasing to be a direct or indirect subsidiary of the Parent if such sale does not constitute an asset sale under the indenture for the Notes or does not constitute an asset sale effected in compliance with the asset sale and merger covenants of the indenture for the Notes; a Guarantor being dissolved or liquidated; a Guarantor being designated unrestricted in compliance with the applicable provisions of the Notes; or the exercise by the Parent of its legal defeasance option or covenant defeasance option or the discharge of the Parent's obligations under the indenture for the Notes in accordance with the terms of such indenture. OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2018 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 53,526 $ 3,826 $ 33,323 $ — $ 90,675 Deposits with clearing organizations — — 67,678 — 67,678 Receivable from brokers, dealers and clearing organizations — — 166,493 — 166,493 Receivable from customers, net of allowance for credit losses of $886 — — 720,777 — 720,777 Income tax receivable 45,733 23,491 (702 ) (67,508 ) 1,014 Securities purchased under agreements to resell — — 290 — 290 Securities owned, including amounts pledged of $517,951, at fair value — 1,358 836,226 — 837,584 Notes receivable, net of accumulated amortization and allowance for uncollectibles of $25,109 and $6,800, respectively — — 44,058 — 44,058 Furniture, equipment and leasehold improvements, net of accumulated depreciation of $89,182 — 20,722 8,266 — 28,988 Subordinated loan receivable — 112,558 — (112,558 ) — Intangible assets — 400 31,700 — 32,100 Goodwill — — 137,889 137,889 Other assets 135 2,581 110,052 — 112,768 Deferred tax assets 1 455 18,494 (18,950 ) — Investment in subsidiaries 661,837 546,704 — (1,208,541 ) — Intercompany receivables (14,211 ) 46,840 (6,299 ) (26,330 ) — Total assets $ 747,021 $ 758,935 $ 2,168,245 $ (1,433,887 ) $ 2,240,314 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Drafts payable $ — $ — $ 16,348 $ — $ 16,348 Bank call loans — — 15,000 — 15,000 Payable to brokers, dealers and clearing organizations — — 289,207 — 289,207 Payable to customers — — 336,616 — 336,616 Securities sold under agreements to repurchase — — 484,218 — 484,218 Securities sold but not yet purchased, at fair value — — 85,446 — 85,446 Accrued compensation — — 167,348 — 167,348 Accounts payable and other liabilities 163 31,653 55,823 (9 ) 87,630 Income tax payable 2,440 22,189 42,878 (67,507 ) — Senior secured notes, net of debt issuance cost of $904 199,096 — — — 199,096 Subordinated indebtedness — — 112,558 (112,558 ) — Deferred tax liabilities — — 33,029 (18,946 ) 14,083 Intercompany payables — 26,334 — (26,334 ) — Total liabilities 201,699 80,176 1,638,471 (225,354 ) 1,694,992 Stockholders' equity Stockholders' equity attributable to Oppenheimer Holdings Inc. 545,322 678,759 529,774 (1,208,533 ) 545,322 Total stockholders' equity 545,322 678,759 529,774 (1,208,533 ) 545,322 Total liabilities and stockholders' equity $ 747,021 $ 758,935 $ 2,168,245 $ (1,433,887 ) $ 2,240,314 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2017 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 7,442 $ 3,716 $ 36,996 $ — $ 48,154 Deposits with clearing organizations — — 42,222 — 42,222 Receivable from brokers, dealers and clearing organizations — — 187,115 — 187,115 Receivable from customers, net of allowance for credit losses of $769 — — 848,226 — 848,226 Income tax receivable 45,998 26,025 — (69,084 ) 2,939 Securities purchased under agreements to resell — — 658 — 658 Securities owned, including amounts pledged of $655,683 at fair value — 1,386 925,211 — 926,597 Notes receivable, net of accumulated amortization and allowance for uncollectibles of $24,705 and $7,975, respectively — — 40,520 — 40,520 Furniture, equipment and leasehold improvements, net of accumulated depreciation of $82,826 — 20,221 6,966 — 27,187 Subordinated loan receivable — 112,558 — (112,558 ) — Intangible assets — — 31,700 — 31,700 Goodwill — — 137,889 — 137,889 Other assets 133 2,573 142,604 — 145,310 Deferred tax assets 3,502 — 18,463 (21,965 ) — Investment in subsidiaries 622,824 507,747 — (1,130,571 ) — Intercompany receivables 52,149 83,437 — (135,586 ) — Total assets $ 732,048 $ 757,663 $ 2,418,570 $ (1,469,764 ) $ 2,438,517 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Drafts payable $ — $ — $ 42,412 $ — $ 42,412 Bank call loans — — 118,300 — 118,300 Payable to brokers, dealers and clearing organizations — — 211,483 — 211,483 Payable to customers — — 385,907 — 385,907 Securities sold under agreements to repurchase — — 586,478 — 586,478 Securities sold but not yet purchased, at fair value — — 94,486 — 94,486 Accrued compensation — — 173,116 — 173,116 Accounts payable and other liabilities 7,221 33,994 51,280 — 92,495 Income tax payable 2,440 22,189 44,455 (69,084 ) — Senior secured notes, net of debt issuance costs of $1,163 198,837 — — — 198,837 Subordinated indebtedness — — 112,558 (112,558 ) — Deferred tax liabilities — 17 33,040 (21,965 ) 11,092 Intercompany payables — 62,163 73,423 (135,586 ) — Total liabilities 208,498 118,363 1,926,938 (339,193 ) 1,914,606 Stockholders' equity Stockholders' equity attributable to Oppenheimer Holdings Inc. 523,550 639,300 491,271 (1,130,571 ) 523,550 Non-controlling interest — — 361 — 361 Total stockholders' equity 523,550 639,300 491,632 (1,130,571 ) 523,911 Total liabilities and stockholders' equity $ 732,048 $ 757,663 $ 2,418,570 $ (1,469,764 ) $ 2,438,517 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2018 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated REVENUES Commissions $ — $ — $ 329,668 $ — $ 329,668 Advisory fees — 1,938 316,829 (4,418 ) 314,349 Investment banking — — 115,353 — 115,353 Bank deposit sweep income — — 116,052 — 116,052 Interest 66 8,247 52,481 (8,310 ) 52,484 Principal transactions, net — — 14,515 (54 ) 14,461 Other — 443 15,782 (438 ) 15,787 Total revenue 66 10,628 960,680 (13,220 ) 958,154 EXPENSES Compensation and related expenses 1,548 — 605,644 — 607,192 Communications and technology 163 — 74,316 — 74,479 Occupancy and equipment costs — — 61,610 (439 ) 61,171 Clearing and exchange fees — — 22,985 — 22,985 Interest 13,500 — 41,205 (8,309 ) 46,396 Other 1,208 4,059 100,229 (4,418 ) 101,078 Total expenses 16,419 4,059 905,989 (13,166 ) 913,301 Income (loss) before income taxes (16,353 ) 6,569 54,691 — 44,853 Income taxes expenses (benefits) (4,371 ) 2,052 18,296 — 15,977 Net income (loss) from continuing operations (11,982 ) 4,517 36,395 — 28,876 Equity in earnings of subsidiaries 40,874 36,411 — (77,285 ) — Net income 28,892 40,928 36,395 (77,285 ) 28,876 Less net income attributable to non-controlling interest, net of tax — — (16 ) — (16 ) Net income attributable to Oppenheimer Holdings Inc. 28,892 40,928 36,411 (77,285 ) 28,892 Other comprehensive income — — (1,417 ) — (1,417 ) Total comprehensive income $ 28,892 $ 40,928 $ 34,994 $ (77,285 ) $ 27,475 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2017 (Expressed in thousands) Parent Guarantor Non-guarantor Eliminations Consolidated REVENUES Commissions $ — $ — $ 336,620 $ — $ 336,620 Advisory fees — 1,752 323,114 (4,120 ) 320,746 Investment banking — — 81,215 (3,000 ) 78,215 Bank deposit sweep income — — 76,839 — 76,839 Interest — 9,589 48,548 (9,639 ) 48,498 Principal transactions, net — 17 23,256 — 23,273 Other 22 361 36,123 (359 ) 36,147 Total revenue 22 11,719 925,715 (17,118 ) 920,338 EXPENSES Compensation and related expenses 1,237 — 600,901 — 602,138 Communications and technology 160 — 71,818 — 71,978 Occupancy and equipment costs — — 61,523 (359 ) 61,164 Clearing and exchange fees — — 23,545 — 23,545 Interest 13,740 — 24,253 (9,639 ) 28,354 Other 4,969 1,382 114,192 (7,120 ) 113,423 Total expenses 20,106 1,382 896,232 (17,118 ) 900,602 Income (loss) before income taxes (20,084 ) 10,337 29,483 — 19,736 Income taxes expenses (benefits) (7,110 ) (12,655 ) 17,631 — (2,134 ) Net income (loss) from continuing operations (12,974 ) 22,992 11,852 — 21,870 Discontinued operations Income from discontinued operations — — 2,071 — 2,071 Income taxes — — 941 — 941 Net income from discontinued operations — — 1,130 — 1,130 Equity in earnings of subsidiaries 35,790 12,798 — (48,588 ) — Net income 22,816 35,790 12,982 (48,588 ) 23,000 Less net income attributable to non-controlling interest, net of tax — — 184 — 184 Net income attributable to Oppenheimer Holdings Inc. 22,816 35,790 12,798 (48,588 ) 22,816 Other comprehensive income — — 2,263 — 2,263 Total comprehensive income $ 22,816 $ 35,790 $ 15,061 $ (48,588 ) $ 25,079 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2016 (Expressed in thousands) Parent Guarantor Non-guarantor Eliminations Consolidated REVENUES Commissions $ — $ — $ 377,317 $ — $ 377,317 Advisory fees — 1,571 271,763 (4,215 ) 269,119 Investment banking — — 81,011 — 81,011 Bank deposit sweep income — — 36,316 — 36,316 Interest — 10,242 47,804 (10,397 ) 47,649 Principal transactions, net — 16 20,465 — 20,481 Other — 326 25,885 (325 ) 25,886 Total revenue — 12,155 860,561 (14,937 ) 857,779 EXPENSES Compensation and related expenses 1,241 — 583,469 — 584,710 Communications and technology 124 — 70,266 — 70,390 Occupancy and equipment costs — — 61,116 (325 ) 60,791 Clearing and exchange fees — — 25,126 — 25,126 Interest 13,125 — 16,709 (10,397 ) 19,437 Other 1,887 1,284 120,261 (4,215 ) 119,217 Total expenses 16,377 1,284 876,947 (14,937 ) 879,671 Income (loss) before income taxes (16,377 ) 10,871 (16,386 ) — (21,892 ) Income taxes expenses (benefits) (8,296 ) 3,325 (7,291 ) — (12,262 ) Net income (loss) from continuing operations (8,081 ) 7,546 (9,095 ) — (9,630 ) Discontinued operations Income from discontinued operations — — 17,339 — 17,339 Income taxes — — 7,218 — 7,218 Net income from discontinued operations — — 10,121 — 10,121 Equity in earnings of subsidiaries 6,920 (626 ) — (6,294 ) — Net income (loss) (1,161 ) 6,920 1,026 (6,294 ) 491 Less net income attributable to non-controlling interest, net of tax — — 1,652 — 1,652 Net income (loss) attributable to Oppenheimer Holdings Inc. (1,161 ) 6,920 (626 ) (6,294 ) (1,161 ) Other comprehensive income — — 220 — 220 Total comprehensive income (loss) $ (1,161 ) $ 6,920 $ (406 ) $ (6,294 ) $ (941 ) OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2018 (Expressed in thousands) Parent Guarantor subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash provided by (used in) operating activities $ 60,270 $ 510 $ 107,790 $ 168,570 Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (8,672 ) — (8,672 ) Purchase of intangible assets — (400 ) — — (400 ) Proceeds from the settlement of Company-owned life insurance 881 881 Cash used in investing activities — (400 ) (7,791 ) — (8,191 ) Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (5,833 ) — — — (5,833 ) Cash dividends paid to non-controlling interest — — (372 ) — (372 ) Issuance of Class A non-voting common stock 70 — — — 70 Repurchase of Class A non-voting common stock for cancellation (5,894 ) — — — (5,894 ) Payments of employee taxes withheld related to vested share-based awards (2,529 ) — — — (2,529 ) Decrease in bank call loans, net — — (103,300 ) — (103,300 ) Cash used in financing activities (14,186 ) — (103,672 ) — (117,858 ) Net increase (decrease) in cash and cash equivalents 46,084 110 (3,673 ) — 42,521 Cash and cash equivalents, beginning of the year 7,442 3,716 36,996 — 48,154 Cash and cash equivalents, end of the year $ 53,526 $ 3,826 $ 33,323 $ — $ 90,675 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2017 (Expressed in thousands) Parent Guarantor subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash provided by (used in) operating activities $ (25,979 ) $ (6,568 ) $ 16,411 $ — $ (16,136 ) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (5,611 ) — (5,611 ) Proceeds from the settlement of Company-owned life insurance — — 1,744 — 1,744 Cash used in investing activities — — (3,867 ) — (3,867 ) Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (5,836 ) — — — (5,836 ) Cash dividends paid to non-controlling interest — — (2,448 ) — (2,448 ) Issuance of Class A non-voting common stock 26 — — — 26 Repurchase of Class A non-voting common stock for cancellation (7,464 ) — — — (7,464 ) Payments of employee taxes withheld related to vested share-based awards (2,237 ) — — — (2,237 ) Issuance of senior secured notes 200,000 — — — 200,000 Redemption of senior secured notes (150,000 ) — — — (150,000 ) Debt issuance costs (1,297 ) — — — (1,297 ) Decrease in bank call loans, net — — (27,500 ) — (27,500 ) Cash provided by (used in) financing activities 33,192 — (29,948 ) — 3,244 Net increase (decrease) in cash and cash equivalents 7,213 (6,568 ) (17,404 ) — (16,759 ) Cash and cash equivalents, beginning of the year 229 10,284 54,400 — 64,913 Cash and cash equivalents, end of the year $ 7,442 $ 3,716 $ 36,996 $ — $ 48,154 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2016 (Expressed in thousands) Parent Guarantor subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash provided by (used in) operating activities $ 10,485 $ 7,698 $ (85,048 ) $ — $ (66,865 ) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (5,731 ) — (5,731 ) Proceeds from sale of assets — — 45,448 — 45,448 Cash provided by investing activities — — 39,717 — 39,717 Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (5,887 ) — — — (5,887 ) Cash dividends paid to non-controlling interest — — (5,740 ) — (5,740 ) Repurchase of Class A non-voting common stock for cancellation (3,935 ) — — — (3,935 ) Payments of employee taxes withheld related to vested share-based awards (1,341 ) — — — (1,341 ) Increase in bank call loans, net — — 45,600 — 45,600 Cash provided by (used in) financing activities (11,163 ) — 39,860 — 28,697 Net increase (decrease) in cash and cash equivalents (678 ) 7,698 (5,471 ) — 1,549 Cash and cash equivalents, beginning of the year 907 2,586 59,871 — 63,364 Cash and cash equivalents, end of the year $ 229 $ 10,284 $ 54,400 $ — $ 64,913 |