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 10 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 JUNE 30, 2019 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 38,235 $ 475 $ 32,597 $ — $ 71,307 Deposits with clearing organizations — — 65,491 — 65,491 Receivable from brokers, dealers and clearing organizations — — 167,931 — 167,931 Receivable from customers, net of allowance for credit losses of $920 — — 807,581 — 807,581 Income tax receivable 47,917 22,247 (702 ) (69,462 ) — Securities purchased under agreements to resell — — 39 — 39 Securities owned, including amounts pledged of $547,326 at fair value — 1,493 993,877 — 995,370 Notes receivable, net of accumulated amortization and allowance for uncollectibles of $32,369 and $6,827, respectively — — 43,413 — 43,413 Furniture, equipment and leasehold improvements, net of accumulated depreciation of $90,633 — 23,297 9,030 — 32,327 Right-of-use lease assets, net of accumulated amortization of $12,983 — 160,202 6,410 — 166,612 Subordinated loan receivable — 112,558 — (112,558 ) — Intangible assets — 400 31,700 — 32,100 Goodwill — — 137,889 — 137,889 Other assets 125 1,956 130,275 — 132,356 Deferred tax assets 155 (29 ) 17,573 (17,699 ) — Investment in subsidiaries 692,030 580,920 — (1,272,950 ) — Intercompany receivables (12,892 ) 46,960 (7,420 ) (26,648 ) — Total assets $ 765,570 $ 950,479 $ 2,435,684 $ (1,499,317 ) $ 2,652,416 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Drafts payable $ — $ — $ 17,456 $ — $ 17,456 Bank call loans — — 50,100 — 50,100 Payable to brokers, dealers and clearing organizations — — 418,719 — 418,719 Payable to customers — — 325,754 — 325,754 Securities sold under agreements to repurchase — — 521,837 — 521,837 Securities sold but not yet purchased, at fair value — — 155,979 — 155,979 Accrued compensation — — 130,879 — 130,879 Income tax payable 2,440 22,189 45,683 (69,463 ) 849 Accounts payable and other liabilities 295 (10,302 ) 52,725 (9 ) 42,709 Lease liabilities — 203,240 7,015 — 210,255 Senior secured notes, net of debt issuance cost of $775 199,225 — — — 199,225 Subordinated indebtedness — — 112,558 (112,558 ) — Deferred tax liabilities — (808 ) 33,546 (17,694 ) 15,044 Intercompany payables — (193,967 ) — 193,967 — Total liabilities 201,960 20,352 1,872,251 (5,757 ) 2,088,806 Stockholders' equity Total stockholders' equity 563,610 930,127 563,433 (1,493,560 ) 563,610 Total liabilities and stockholders' equity $ 765,570 $ 950,479 $ 2,435,684 $ (1,499,317 ) $ 2,652,416 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 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 INCOME STATEMENT FOR THE THREE MONTHS ENDED JUNE 30, 2019 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Consolidated REVENUES Commissions $ — $ — $ 80,896 $ — $ 80,896 Advisory fees — — 81,067 (360 ) 80,707 Investment banking — — 32,006 — 32,006 Bank deposit sweep income — — 31,830 — 31,830 Interest 91 2,060 13,473 (2,074 ) 13,550 Principal transactions, net — 40 3,005 — 3,045 Other — 1 8,899 1 8,901 Total revenue 91 2,101 251,176 (2,433 ) 250,935 EXPENSES Compensation and related expenses 380 — 155,402 1 155,783 Communications and technology 52 — 20,447 — 20,499 Occupancy and equipment costs — — 15,573 — 15,573 Clearing and exchange fees — — 5,678 — 5,678 Interest 3,375 — 11,890 (2,073 ) 13,192 Other 234 122 22,824 (361 ) 22,819 Total expenses 4,041 122 231,814 (2,433 ) 233,544 Income (loss) before income taxes (3,950 ) 1,979 19,362 — 17,391 Income taxes (995 ) 510 5,501 — 5,016 Net income (loss) (2,955 ) 1,469 13,861 — 12,375 Equity in earnings of subsidiaries 15,330 13,861 — (29,191 ) — Net income 12,375 15,330 13,861 (29,191 ) 12,375 Other comprehensive income — — 361 — 361 Total comprehensive income $ 12,375 $ 15,330 $ 14,222 $ (29,191 ) $ 12,736 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING INCOME STATEMENT FOR THE THREE MONTHS ENDED JUNE 30, 2018 (Expressed in thousands) Parent Guarantor Non-guarantor Eliminations Consolidated REVENUES Commissions $ — $ — $ 82,850 $ — $ 82,850 Advisory fees — — 77,589 (319 ) 77,270 Investment banking — — 27,904 — 27,904 Bank deposit sweep income — — 28,853 — 28,853 Interest 3 2,060 13,070 (2,077 ) 13,056 Principal transactions, net — — 6,409 (9 ) 6,400 Other — 95 6,222 (94 ) 6,223 Total revenue 3 2,155 242,897 (2,499 ) 242,556 EXPENSES Compensation and related expenses 522 — 151,349 — 151,871 Communications and technology 49 — 17,948 — 17,997 Occupancy and equipment costs — — 14,995 (94 ) 14,901 Clearing and exchange fees — — 5,780 — 5,780 Interest 3,375 — 9,611 (2,077 ) 10,909 Other 278 849 27,782 (328 ) 28,581 Total expenses 4,224 849 227,465 (2,499 ) 230,039 Income (loss) before income taxes (4,221 ) 1,306 15,432 — 12,517 Income taxes (1,065 ) 369 4,358 — 3,662 Net income (loss) (3,156 ) 937 11,074 — 8,855 Equity in earnings of subsidiaries 12,011 11,074 — (23,085 ) — Net income 8,855 12,011 11,074 (23,085 ) 8,855 Other comprehensive loss — — (837 ) — (837 ) Total comprehensive income $ 8,855 $ 12,011 $ 10,237 $ (23,085 ) $ 8,018 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 30, 2019 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Consolidated REVENUES Commissions $ — $ — $ 160,305 $ — $ 160,305 Advisory fees — — 155,049 (695 ) 154,354 Investment banking — — 60,049 — 60,049 Bank deposit sweep income — — 65,798 — 65,798 Interest 175 4,122 26,127 (4,147 ) 26,277 Principal transactions, net — 101 14,394 (12 ) 14,483 Other — 2 21,436 1 21,439 Total revenue 175 4,225 503,158 (4,853 ) 502,705 EXPENSES Compensation and related expenses 825 — 315,318 (5 ) 316,138 Communications and technology 91 — 40,494 — 40,585 Occupancy and equipment costs — — 30,846 — 30,846 Clearing and exchange fees — — 11,010 — 11,010 Interest 6,750 — 23,575 (4,147 ) 26,178 Other 550 244 44,412 (701 ) 44,505 Total expenses 8,216 244 465,655 (4,853 ) 469,262 Income (loss) before income taxes (8,041 ) 3,981 37,503 — 33,443 Income taxes (2,338 ) 1,436 10,776 — 9,874 Net income (loss) (5,703 ) 2,545 26,727 — 23,569 Equity in earnings of subsidiaries 29,272 26,726 — (55,998 ) — Net income 23,569 29,271 26,727 (55,998 ) 23,569 Other comprehensive income — — 924 — 924 Total comprehensive income $ 23,569 $ 29,271 $ 27,651 $ (55,998 ) $ 24,493 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 30, 2018 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Consolidated REVENUES Commissions $ — $ — $ 166,257 $ — $ 166,257 Advisory fees — — 155,463 (645 ) 154,818 Investment banking — — 56,114 — 56,114 Bank deposit sweep income — — 54,150 — 54,150 Interest 3 4,120 25,317 (4,157 ) 25,283 Principal transactions, net — — 9,168 (42 ) 9,126 Other — 191 11,336 (189 ) 11,338 Total revenue 3 4,311 477,805 (5,033 ) 477,086 EXPENSES Compensation and related expenses 848 — 304,127 — 304,975 Communications and technology 88 — 36,597 — 36,685 Occupancy and equipment costs — — 30,518 (189 ) 30,329 Clearing and exchange fees — — 11,876 — 11,876 Interest 6,750 — 17,279 (4,157 ) 19,872 Other 665 1,102 50,131 (687 ) 51,211 Total expenses 8,351 1,102 450,528 (5,033 ) 454,948 Income (loss) before income taxes (8,348 ) 3,209 27,277 — 22,138 Income taxes (2,105 ) 633 8,050 — 6,578 Net income (loss) (6,243 ) 2,576 19,227 — 15,560 Equity in earnings of subsidiaries 21,803 19,227 — (41,030 ) — Net income 15,560 21,803 19,227 (41,030 ) 15,560 Other comprehensive loss — — (979 ) — (979 ) Total comprehensive income $ 15,560 $ 21,803 $ 18,248 $ (41,030 ) $ 14,581 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2019 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash used in operating activities $ (5,060 ) $ (3,351 ) $ (29,580 ) $ — $ (37,991 ) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (6,941 ) — (6,941 ) Purchase of tangible assets — — — — — Proceeds from the settlement of Company-owned life insurance — — 695 — 695 Cash used in investing activities — — (6,246 ) — (6,246 ) Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (2,865 ) — — — (2,865 ) Repurchase of Class A non-voting common stock (6,352 ) — — — (6,352 ) Payments for employee taxes withheld related to vested share-based awards (1,014 ) — — — (1,014 ) Decrease in bank call loans, net — — 35,100 — 35,100 Cash provided by (used in) financing activities (10,231 ) — 35,100 — 24,869 Net decrease in cash and cash equivalents (15,291 ) (3,351 ) (726 ) — (19,368 ) Cash and cash equivalents, beginning of the period 53,526 3,826 33,323 — 90,675 Cash and cash equivalents, end of the period $ 38,235 $ 475 $ 32,597 $ — $ 71,307 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2018 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash provided by (used in) operating activities $ (1,417 ) $ 1,272 $ 11,456 $ — $ 11,311 Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (3,947 ) — (3,947 ) Purchase of intangible assets — (400 ) — — (400 ) Cash used in investing activities — (400 ) (3,947 ) — (4,347 ) Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (2,913 ) — — — (2,913 ) Payments for employee taxes withheld related to vested share-based awards (2,444 ) — — — (2,444 ) Increase in bank call loans, net — — (10,800 ) — (10,800 ) Cash used in financing activities (5,357 ) — (10,800 ) — (16,157 ) Net increase (decrease) in cash and cash equivalents (6,774 ) 872 (3,291 ) — (9,193 ) Cash and cash equivalents, beginning of the period 7,442 3,716 36,996 — 48,154 Cash and cash equivalents, end of the period $ 668 $ 4,588 $ 33,705 $ — $ 38,961 |