XML 34 R24.htm IDEA: XBRL DOCUMENT
v3.19.1

Supplemental Guarantor Consolidated Financial Statements | 3 Months Ended
--- | ---
Mar. 31, 2019
Condensed Financial Information Disclosure [Abstract] |
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 MARCH 31, 2019
(Expressed in thousands) | Parent |  | Guarantor subsidiaries |  | Non-guarantor subsidiaries |  | Eliminations |  | Consolidated
ASSETS |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 49,844 |  |  | $ | 3,612 |  |  | $ | 29,617 |  |  | $ | — |  |  | $ | 83,073 |
Deposits with clearing organizations | — |  |  | — |  |  | 55,069 |  |  | — |  |  | 55,069 |
Receivable from brokers, dealers and clearing organizations | — |  |  | — |  |  | 180,221 |  |  | — |  |  | 180,221 |
Receivable from customers, net of allowance for credit losses of $898 | — |  |  | — |  |  | 753,625 |  |  | — |  |  | 753,625 |
Income tax receivable | 46,821 |  |  | 22,681 |  |  | (702 | ) |  | (68,800 | ) |  | — |
Securities purchased under agreements to resell | — |  |  |  |  |  | 589 |  |  | — |  |  | 589 |
Securities owned, including amounts pledged of $390,832, at fair value | — |  |  | 1,443 |  |  | 910,025 |  |  | — |  |  | 911,468 |
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $24,548 and $6,841, respectively | — |  |  | — |  |  | 43,921 |  |  | — |  |  | 43,921 |
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $90,974 | — |  |  | 21,897 |  |  | 8,831 |  |  | — |  |  | 30,728 |
Right-of-use lease assets, net of accumulated amortization of $6,797 | — |  |  | 164,250 |  |  | 6,974 |  |  | — |  |  | 171,224 |
Subordinated loan receivable | — |  |  | 112,558 |  |  | — |  |  | (112,558 | ) |  | — |
Intangible assets | — |  |  | 400 |  |  | 31,700 |  |  | — |  |  | 32,100 |
Goodwill | — |  |  | — |  |  | 137,889 |  |  | — |  |  | 137,889 |
Other assets | 211 |  |  | 1,975 |  |  | 125,471 |  |  | — |  |  | 127,657 |
Deferred tax assets | 255 |  |  | 446 |  |  | 16,535 |  |  | (17,236 | ) |  | — |
Investment in subsidiaries | 676,344 |  |  | 539,316 |  |  | — |  |  | (1,215,660 | ) |  | — |
Intercompany receivables | (13,818 | ) |  | 48,400 |  |  | (8,252 | ) |  | (26,330 | ) |  | — |
Total assets | $ | 759,657 |  |  | $ | 916,978 |  |  | $ | 2,291,513 |  |  | $ | (1,440,584 | ) |  | $ | 2,527,564 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |
Drafts payable | $ | — |  |  | $ | — |  |  | $ | 13,533 |  |  | $ | — |  |  | $ | 13,533 |
Bank call loans | — |  |  | — |  |  | — |  |  | — |  |  | — |
Payable to brokers, dealers and clearing organizations | — |  |  | — |  |  | 634,333 |  |  | — |  |  | 634,333 |
Payable to customers | — |  |  | — |  |  | 334,376 |  |  | — |  |  | 334,376 |
Securities sold under agreements to repurchase | — |  |  | — |  |  | 268,621 |  |  | — |  |  | 268,621 |
Securities sold but not yet purchased, at fair value | — |  |  | — |  |  | 137,286 |  |  | — |  |  | 137,286 |
Accrued compensation | — |  |  | — |  |  | 106,869 |  |  | — |  |  | 106,869 |
Income tax payable | 2,440 |  |  | 22,189 |  |  | 45,332 |  |  | (68,799 | ) |  | 1,162 |
Accounts payable and other liabilities | 3,570 |  |  | (8,444 | ) |  | 53,744 |  |  | (8 | ) |  | 48,862 |
Lease liabilities | — |  |  | 205,229 |  |  | 7,741 |  |  | — |  |  | 212,970 |
Senior secured notes, net of debt issuance cost of $840 | 199,160 |  |  | — |  |  | — |  |  | — |  |  | 199,160 |
Subordinated indebtedness | — |  |  | — |  |  | 112,558 |  |  | (112,558 | ) |  | — |
Deferred tax liabilities | — |  |  | (411 | ) |  | 33,546 |  |  | (17,230 | ) |  | 15,905 |
Intercompany payables | — |  |  | 28,658 |  |  | — |  |  | (28,658 | ) |  | — |
Total liabilities | 205,170 |  |  | 247,221 |  |  | 1,747,939 |  |  | (227,253 | ) |  | 1,973,077 |
Stockholders' equity |  |  |  |  |  |  |  |  |
Total stockholders' equity | 554,487 |  |  | 669,757 |  |  | 543,574 |  |  | (1,213,331 | ) |  | 554,487 |
Total liabilities and stockholders' equity | $ | 759,657 |  |  | $ | 916,978 |  |  | $ | 2,291,513 |  |  | $ | (1,440,584 | ) |  | $ | 2,527,564 |
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 costs 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 MARCH 31, 2019
(Expressed in thousands) | Parent |  | Guarantor subsidiaries |  | Non-guarantor subsidiaries |  | Eliminations |  | Consolidated
REVENUES |  |  |  |  |  |  |  |  |
Commissions | $ | — |  |  | $ | — |  |  | $ | 79,409 |  |  | $ | — |  |  | $ | 79,409 |
Advisory fees | — |  |  | — |  |  | 73,982 |  |  | (335 | ) |  | 73,647 |
Investment banking | — |  |  | — |  |  | 28,043 |  |  | — |  |  | 28,043 |
Bank deposit sweep income | — |  |  | — |  |  | 33,968 |  |  | — |  |  | 33,968 |
Interest | 84 |  |  | 2,062 |  |  | 12,654 |  |  | (2,073 | ) |  | 12,727 |
Principal transactions, net | — |  |  | 49 |  |  | 11,389 |  |  |  |  |  | 11,438 |
Other | — |  |  | 1 |  |  | 12,537 |  |  | — |  |  | 12,538 |
Total revenue | 84 |  |  | 2,112 |  |  | 251,982 |  |  | (2,408 | ) |  | 251,770 |
EXPENSES |  |  |  |  |  |  |  |  |
Compensation and related expenses | 445 |  |  | — |  |  | 159,910 |  |  | — |  |  | 160,355 |
Communications and technology | 39 |  |  | — |  |  | 20,047 |  |  | — |  |  | 20,086 |
Occupancy and equipment costs | — |  |  | — |  |  | 15,273 |  |  | — |  |  | 15,273 |
Clearing and exchange fees | — |  |  |  |  |  | 5,332 |  |  | — |  |  | 5,332 |
Interest | 3,375 |  |  | — |  |  | 11,685 |  |  | (2,074 | ) |  | 12,986 |
Other | 316 |  |  | 122 |  |  | 21,582 |  |  | (334 | ) |  | 21,686 |
Total expenses | 4,175 |  |  | 122 |  |  | 233,829 |  |  | (2,408 | ) |  | 235,718 |
Income (loss) before income taxes | (4,091 | ) |  | 1,990 |  |  | 18,153 |  |  | — |  |  | 16,052 |
Income taxes | (1,343 | ) |  | 926 |  |  | 5,275 |  |  | — |  |  | 4,858 |
Net income (loss) | (2,748 | ) |  | 1,064 |  |  | 12,878 |  |  | — |  |  | 11,194 |
Equity in earnings of subsidiaries | 13,942 |  |  | 12,883 |  |  | — |  |  | (26,825 | ) |  | — |
Net income | 11,194 |  |  | 13,947 |  |  | 12,884 |  |  | (26,831 | ) |  | 11,194 |
Other comprehensive income | — |  |  | — |  |  | 563 |  |  |  |  |  | 563 |
Total comprehensive income | $ | 11,194 |  |  | $ | 13,947 |  |  | $ | 13,447 |  |  | $ | (26,831 | ) |  | $ | 11,757 |
OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 2018
(Expressed in thousands) | Parent |  | Guarantor subsidiaries |  | Non-guarantor subsidiaries |  | Eliminations |  | Consolidated
REVENUES |  |  |  |  |  |  |  |  |
Commissions | $ | — |  |  | $ | — |  |  | $ | 83,407 |  |  | $ | — |  |  | $ | 83,407 |
Advisory fees | — |  |  | — |  |  | 77,874 |  |  | (326 | ) |  | 77,548 |
Investment banking | — |  |  | — |  |  | 28,210 |  |  | — |  |  | 28,210 |
Bank deposit sweep income | — |  |  | — |  |  | 25,297 |  |  | — |  |  | 25,297 |
Interest | — |  |  | 2,060 |  |  | 12,247 |  |  | (2,080 | ) |  | 12,227 |
Principal transactions, net | — |  |  | — |  |  | 2,759 |  |  | (33 | ) |  | 2,726 |
Other | — |  |  | 96 |  |  | 5,114 |  |  | (95 | ) |  | 5,115 |
Total revenue | — |  |  | 2,156 |  |  | 234,908 |  |  | (2,534 | ) |  | 234,530 |
EXPENSES |  |  |  |  |  |  |  |  |
Compensation and related expenses | 326 |  |  | — |  |  | 152,778 |  |  | — |  |  | 153,104 |
Communications and technology | 39 |  |  | — |  |  | 18,649 |  |  | — |  |  | 18,688 |
Occupancy and equipment costs | — |  |  | — |  |  | 15,523 |  |  | (95 | ) |  | 15,428 |
Clearing and exchange fees | — |  |  | — |  |  | 6,096 |  |  | — |  |  | 6,096 |
Interest | 3,375 |  |  | — |  |  | 7,668 |  |  | (2,080 | ) |  | 8,963 |
Other | 387 |  |  | 253 |  |  | 22,349 |  |  | (359 | ) |  | 22,630 |
Total expenses | 4,127 |  |  | 253 |  |  | 223,063 |  |  | (2,534 | ) |  | 224,909 |
Income (loss) before income taxes | (4,127 | ) |  | 1,903 |  |  | 11,845 |  |  | — |  |  | 9,621 |
Income taxes | (1,040 | ) |  | 264 |  |  | 3,692 |  |  | — |  |  | 2,916 |
Net income (loss) | (3,087 | ) |  | 1,639 |  |  | 8,153 |  |  | — |  |  | 6,705 |
Equity in earnings of subsidiaries | 9,792 |  |  | 8,153 |  |  | — |  |  | (17,945 | ) |  | — |
Net income | 6,705 |  |  | 9,792 |  |  | 8,153 |  |  | (17,945 | ) |  | 6,705 |
Other comprehensive loss | — |  |  | — |  |  | (142 | ) |  | — |  |  | (142 | )
Total comprehensive income | $ | 6,705 |  |  | $ | 9,792 |  |  | $ | 8,011 |  |  | $ | (17,945 | ) |  | $ | 6,563 |
OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2019
(Expressed in thousands) | Parent |  | Guarantor subsidiaries |  | Non-guarantor subsidiaries |  | Eliminations |  | Consolidated
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Cash provided by (used in) operating activities | $ | 799 |  |  | $ | (214 | ) |  | $ | 14,742 |  |  | $ | — |  |  | $ | 15,327 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of furniture, equipment and leasehold improvements | — |  |  | — |  |  | (3,448 | ) |  | — |  |  | (3,448 | )
Cash used in investing activities | — |  |  | — |  |  | (3,448 | ) |  | — |  |  | (3,448 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Cash dividends paid on Class A non-voting and Class B voting common stock | (1,432 | ) |  | — |  |  | — |  |  | — |  |  | (1,432 | )
Repurchase of Class A non-voting common stock | (2,035 | ) |  | — |  |  | — |  |  | — |  |  | (2,035 | )
Payments for employee taxes withheld related to vested share-based awards | (1,014 | ) |  | — |  |  | — |  |  | — |  |  | (1,014 | )
Decrease in bank call loans, net | — |  |  | — |  |  | (15,000 | ) |  | — |  |  | (15,000 | )
Cash used in financing activities | (4,481 | ) |  | — |  |  | (15,000 | ) |  | — |  |  | (19,481 | )
Net decrease in cash and cash equivalents | (3,682 | ) |  | (214 | ) |  | (3,706 | ) |  | — |  |  | (7,602 | )
Cash and cash equivalents, beginning of the period | 53,526 |  |  | 3,826 |  |  | 33,323 |  |  | — |  |  | 90,675 |
Cash and cash equivalents, end of the period | $ | 49,844 |  |  | $ | 3,612 |  |  | $ | 29,617 |  |  | $ | — |  |  | $ | 83,073 |
OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 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 | $ | 1,954 |  |  | $ | 919 |  |  | $ | (30,416 | ) |  | $ | — |  |  | $ | (27,543 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of furniture, equipment and leasehold improvements | — |  |  | — |  |  | (2,696 | ) |  | — |  |  | (2,696 | )
Purchase of intangible assets | — |  |  | (400 | ) |  | — |  |  | — |  |  | (400 | )
Cash used in investing activities | — |  |  | — |  |  | (2,696 | ) |  | — |  |  | (3,096 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Cash dividends paid on Class A non-voting and Class B voting common stock | (1,456 | ) |  | — |  |  | — |  |  | — |  |  | (1,456 | )
Payments for employee taxes withheld related to vested share-based awards | (2,444 | ) |  | — |  |  | — |  |  | — |  |  | (2,444 | )
Increase in bank call loans, net | — |  |  | — |  |  | 29,100 |  |  | — |  |  | 29,100 |
Cash provided by (used in) financing activities | (3,900 | ) |  | — |  |  | 29,100 |  |  | — |  |  | 25,200 |
Net increase (decrease) in cash and cash equivalents | (1,946 | ) |  | 519 |  |  | (4,012 | ) |  | — |  |  | (5,439 | )
Cash and cash equivalents, beginning of the period | 7,442 |  |  | 3,716 |  |  | 36,996 |  |  | — |  |  | 48,154 |
Cash and cash equivalents, end of the period | $ | 5,496 |  |  | $ | 4,235 |  |  | $ | 32,984 |  |  | $ | — |  |  | $ | 42,715 |

X
- References No definition available. + Details
Name: | srt_CondensedFinancialInformationOfParentCompanyOnlyDisclosureAbstract
Namespace Prefix: | srt_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=108774443&loc=d3e5283-111683 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 235 -Section S99 -Paragraph 2 -Subparagraph (SX 210.9-06) -URI http://asc.fasb.org/extlink&oid=6882215&loc=d3e537971-122884 + Details
Name: | us-gaap_CondensedFinancialInformationOfParentCompanyOnlyDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration