ANNUAL REPORT PURSUANT to SECTION 13 OR 15(D) of the SECURITIES EXCHANGE ACT of 1934 for the Fiscal Year Ended December 31, 2020 Commission File No
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We are a leading investment bank We enable growth and success for our clients through deep sector expertise, candid advice and a differentiated, highly productive culture. OUR MISSION We connect capital with opportunity to create value and build a better future. GUIDING PRINCIPLES We create and implement superior financial solutions for our clients. Serving clients is our fundamental purpose. We earn our clients' trust by delivering the best guidance and service. Great people working together as a team are our competitive advantage. As we serve, we are committed to these core values: • Always place our clients' interests first • Conduct ourselves with integrity and treat others with respect • Work in partnership with our clients and each other • Attract, retain and develop a diverse group of the best people in a high-quality, inclusive environment • Contribute our talents and resources to serve the communities in which we live and work Financial highlights Piper Sandler generated record revenues of $1.23 billion and record adjusted earnings of $10.02 per share for 2020. In addition, we returned $3.10 per share, or 31% of adjusted net income, to shareholders through our 2020 dividends. Our results were driven by strong performances across all of our businesses, and reflect the benefits of our more scaled and diversified platform and our ability to successfully drive shareholder value through strategic investments. SUMMARY OF ADJUSTED FINANCIAL RESULTS* ($ in thousands) For the year ended December 31, 2016 2017 2018 2019 2020 Adjusted net revenues Advisory services $304,654 $443,303 $394,133 $440,695 $443,327 Corporate financing 72,099 100,455 123,072 105,256 295,333 Municipal financing 113,587 90,079 71,773 83,441 119,816 Equity brokerage 87,944 79,788 77,110 87,555 161,445 Fixed income 73,736 74,929 47,628 80,336 196,308 Investment income 20,933 18,067 7,418 11,506 10,384 Interest income, net of expense 17,386 18,852 21,100 16,856 8,347 Adjusted net revenues $690,339 $825,473 $742,234 $825,645 $1,234,960 Adjusted operating income $103,658 $149,877 $113,384 $138,235 $250,288 Adjusted operating margin 15.0% 18.2% 15.3% 16.7% 20.3% Adjusted net income $62,748 $102,140 $87,412 $106,197 $177,555 Adjusted Net Revenues* Adjusted Diluted EPS* ($ in millions) $1,235 $10.02 $7.36 $825 $826 $6.68 $742 $690 $5.72 $4.05 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 *Financial measures presented above and included in the following letter to our fellow shareholders are on a non-GAAP, adjusted basis. The non-GAAP measures are not meant to be considered in isolation or as a substitute for the corresponding U.S. GAAP measures. Please refer to the Appendix for a reconciliation of these non-GAAP financial measures to the most directly comparable U.S. GAAP measure. To our fellow shareholders: This past year has brought more change than we could have ever imagined. We experienced a global pandemic, a movement for racial justice, and a monumental election. Economic conditions and financial markets heavily influence our business and this year was a rollercoaster on both fronts. During 2020, equity markets hit all-time highs in mid-February, then plummeted 34% by late March, and then rebounded reaching all-time highs by year-end. The volatility and velocity of change in the markets was historic and unprecedented. Through all of this, and in part because of it, 2020 was a year of transformation and tremendous growth for us. The scale and diversification of the platform we have built combined with the hard work of 2020 Adjusted Net Revenue Mix our employees and their dedication to serving our clients greatly benefited all stakeholders in 2020. We recorded the firm’s highest net revenues, adjusted net income, and adjusted EPS on record. Our results include strong performances across all of our businesses and highlight our ability to drive shareholder value through focused investments and strong $1.23 execution of our strategic objectives. BILLION For 2020, we generated adjusted net revenues of $1.23 billion, an increase of 50% over 2019. Adjusted net income of $178 million for 2020 increased 67% over the prior year, and adjusted diluted earnings of $10.02 per share increased 36% compared to $7.36 in 2019. Serving our clients is our fundamental Advisory Services purpose, and we have built market-leading franchises with multi-decade trusted Corporate Financing relationships by delivering our industry-best Municipal Financing guidance and service. As we all adapted to the changing business environment, we remained Equity Brokerage in constant communication with our clients— Fixed Income sharing best practices, discussing and executing their strategic initiatives and capital Other income needs, and finding liquidity in rapidly changing markets. During 2020, we raised record amounts of capital for both corporate and municipal clients, executed record equity volumes, and provided differentiated advice on repositioning balance sheets and portfolios. In addition to benefiting from favorable markets, we gained market share in all of our businesses—a true reflection of our reputation and the trust clients place in us. These achievements are the result of diligently executing our long-term strategic objectives of driving revenue growth, building a stronger and more durable platform, and maximizing shareholder value. PIPER SANDLER | 1 In January 2020, we completed the acquisition of Sandler O’Neill to become Piper Sandler Companies. The combination positioned us as a top player within the financial services industry and strengthened our market leadership. During 2020, Sandler outperformed our expectations, retained their leading market share, and registered one of their most successful years. The resiliency of their franchise during challenging markets has been particularly impressive. Their broad product offerings combined with deep client relationships and sector expertise continues to drive strong performance across market cycles. We acquired Weeden & Co. in 2019, making 2020 the first complete fiscal year with Weeden as the core of our equity trading platform. The acquisition positioned us as a top institutional equities platform, expanded our trading product offerings and account coverage, and increased our market share opportunity as clients continue to seek large and broad, high-quality providers. By combining top-ranked research, trading and capital markets capabilities, we have created a premier client destination. During 2020, we significantly grew revenues and gained market share. As we continue to demonstrate the full capabilities of our platform, we believe there is additional opportunity for market share gains. These acquisitions, among others, collectively strengthened our platform by adding material scale and operating leverage, broadening our industry verticals, and expanding our product capabilities. Navigating this past year has reinforced the importance of each of these attributes. Just as our record performance, market leadership, and broad product offerings are helping us to build and deepen client relationships, they are making our platform a destination of choice for talent. We gained market share in all of our businesses during 2020—a reflection of our reputation and the trust clients place in us. No. 1 No. 2 Advisor in U.S. M&A for Advisor in U.S. M&A for deals Banks & Thrifts1 < $500M2 Top 5 58% No. 2 Book run underwriter of Market share in book Senior underwriter of IPOs & Follow-Ons for run debt issuance municipal negotiated companies < $5B market for Community & U.S. transactions5 cap in Healthcare3 Regional Banks4 11.6B 2x+ Equity shares traded during Size of fixed income business 2020, up 149% over 2019 in 2020 compared to 2019 1) Ranking based on number of announced U.S. bank and thrift transactions during 2020. Source: S&P Global Market Intelligence. 2) Ranking based on number of announced U.S. transactions across all industries with a reported deal value < $500 million during 2020. Source: Mergermarket. 3) Ranking based on number of book run IPOs and Follow-Ons > $20 million in value for healthcare companies with < $5 billion of market cap during 2020. Source: Dealogic, Piper Sandler Equity Capital Markets Desk. 4) Market share based on gross proceeds raised during 2020 in $1000 par subordinated debt and senior note offerings > $5 million in size for Community Banks with assets < $40 billion. Source: S&P Global Market Intelligence, Bloomberg, Piper Sandler Syndicate Desk. 5) Ranking based on number of municipal sole/senior negotiated and private placement transactions completed during 2020. Source: Refinitiv. 2 | PIPER SANDLER The scale and operating leverage in our platform combined with our capital-light approach allows us to generate significant levels of excess cash from operations. Based on this, and our track record of profitable growth, we continue to believe our shareholders will benefit the most over the long-term through deployment of capital towards growth initiatives. As such, we made a number of strategic investments during the year to move our business forward. We acquired The Valence Group in April 2020, adding a chemicals and materials M&A practice to our platform to expand our industry coverage with the benefit of strengthening our presence in Europe. In December 2020, we closed on the acquisition of TRS Advisors, an independent advisory firm focused on advising and executing restructurings, reorganizations and other complex financial transactions. This addition broadens our product capabilities, and we see synergistic opportunities with many of our industry verticals. Further strengthening our leadership in public finance, we hired a special district group in our public finance investment banking business. This longstanding, market-leading team serves special district and urban authority clients that fund public infrastructure for new development. In addition to deploying capital towards acquisitions that accelerate growth, we return capital to shareholders through our dividend policy.