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OPPENHEIMER HOLDINGS INC. (Exact Name of Registrant As Specified in Its Charter)

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OPPENHEIMER HOLDINGS INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12043 OPPENHEIMER HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 98-0080034 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 85 Broad Street New York, NY 10004 (Address of principal executive offices) (Zip Code) (212) 668-8000 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Table of Contents Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A non-voting common stock OPY The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Not Applicable (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated Filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of the Company's Class A non-voting common stock and Class B voting common stock (being the only classes of common stock of the Company) outstanding on July 29, 2021 was 12,600,114 and 99,665 shares, respectively. Table of Contents OPPENHEIMER HOLDINGS INC. INDEX TO QUARTERLY REPORT ON FORM 10-Q Page No. PART I FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 4 Condensed Consolidated Income Statements for the three and six months ended June 30, 2021 and 2020 5 Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020 6 Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2021 and 2020 7 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 8 Notes to Condensed Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 40 Item 3. Quantitative and Qualitative Disclosures About Market Risk 53 Item 4. Controls and Procedures 53 PART II OTHER INFORMATION Item 1. Legal Proceedings 54 Item 1A. Risk Factors 56 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 56 Item 6. Exhibits 57 Signatures 58 Table of Contents PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS (UNAUDITED) OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Expressed in thousands, except number of shares and per share amounts) June 30, 2021 December 31, 2020 (1) ASSETS Cash and cash equivalents $ 39,798 $ 35,424 Deposits with clearing organizations 81,764 83,343 Receivable from brokers, dealers and clearing organizations 235,444 203,494 Receivable from customers, net of allowance for credit losses of $3,418 ($410 in 2020) 1,225,140 1,110,835 Securities owned, including amounts pledged of $305,822 ($440,531 in 2020), at fair value 544,062 610,517 Notes receivable, net 52,119 46,161 Furniture, equipment and leasehold improvements, net of accumulated depreciation of $91,177 ($90,958 in 2020) 30,556 27,762 Right-of-use lease assets, net of accumulated amortization of $63,344 ($50,336 in 2020) 160,829 153,502 Goodwill 137,889 137,889 Intangible assets 32,100 32,100 Other assets 174,617 272,876 Total assets $ 2,714,318 $ 2,713,903 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Drafts payable $ 17,133 $ — Bank call loans 79,600 82,000 Payable to brokers, dealers and clearing organizations 349,146 259,911 Payable to customers 462,178 502,807 Securities sold under agreements to repurchase 231,601 342,438 Securities sold but not yet purchased, at fair value 112,838 126,171 Accrued compensation 278,270 298,263 Accounts payable and other liabilities 56,897 54,517 Lease liabilities 204,008 193,373 Senior secured notes, net of debt issuance costs of $1,051 ($1,154 in 2020) 123,949 123,846 Deferred tax liabilities, net of deferred tax assets of $49,707 ($44,104 in 2020) 46,191 44,909 Total liabilities 1,961,811 2,028,235 Commitments and contingencies (note 13) Stockholders' equity Share capital Class A non-voting common stock, par value $0.001 per share, 50,000,000 shares authorized, 12,592,646 and 12,381,778 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively 43,196 39,200 Class B voting common stock, par value $0.001 per share, 99,665 shares authorized, issued and outstanding as of June 30, 2021 and December 31, 2020 133 133 43,329 39,333 Contributed capital 37,836 41,481 Retained earnings 668,193 601,406 Accumulated other comprehensive income 3,149 3,448 Total stockholders' equity 752,507 685,668 Total liabilities and stockholders' equity $ 2,714,318 $ 2,713,903 (1) Certain prior period amounts have been reclassified to conform to the current period presentation. The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, (Expressed in thousands, except number of shares and per share amounts) 2021 2020 2021 2020 REVENUE Commissions $ 96,171 $ 101,636 $ 209,642 $ 204,885 Advisory fees 111,152 75,981 215,648 162,145 Investment banking 104,742 46,186 229,243 71,914 Bank deposit sweep income 3,712 7,122 7,720 25,948 Interest 8,909 6,220 17,575 17,110 Principal transactions, net 6,305 12,064 17,170 11,196 Other 9,302 15,521 16,577 6,302 Total revenue 340,293 264,730 713,575 499,500 EXPENSES Compensation and related expenses 231,140 179,594 486,741 337,270 Communications and technology 19,172 21,324 39,779 41,215 Occupancy and equipment costs 15,225 15,334 30,407 31,412 Clearing and exchange fees 5,155 6,191 11,430 11,850 Interest 2,448 2,890 5,095 9,440 Other 23,985 16,133 44,828 34,826 Total expenses 297,125 241,466 618,280 466,013 Pre-tax income 43,168 23,264 95,295 33,487 Income taxes 12,009 5,615 25,478 8,020 Net income $ 31,159 $ 17,649 $ 69,817 $ 25,467 Earnings per share Basic $ 2.46 $ 1.40 $ 5.53 $ 1.99 Diluted $ 2.28 $ 1.34 $ 5.17 $ 1.92 Weighted average shares Basic 12,689,191 12,640,463 12,634,464 12,768,096 Diluted 13,681,146 13,124,655 13,495,589 13,269,494 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, (Expressed in thousands) 2021 2020 2021 2020 Net income $ 31,159 $ 17,649 $ 69,817 $ 25,467 Other comprehensive income (loss), net of tax Currency translation adjustment 537 480 (299) (57) Comprehensive income $ 31,696 $ 18,129 $ 69,518 $ 25,410 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, (Expressed in thousands, except per share amounts) 2021 2020 2021 2020 Share capital Balance at beginning of period $ 43,141 $ 44,306 $ 39,333 $ 46,557 Issuance of Class A non-voting common stock 188 443 3,996 6,626 Repurchase of Class A non-voting common stock for cancellation — (3,832) — (12,266) Balance at end of period 43,329 40,917 43,329 40,917 Contributed capital Balance at beginning of period 35,429 37,945 41,481 47,406 Share-based expense 2,759 1,757 5,219 3,819 Vested
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