0001230245false00012302452024-08-022024-08-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ________________________________
FORM 8-K
 _________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 2, 2024
Date of report (Date of earliest event reported)
_______________________________ 
PIPER SANDLER COMPANIES
(Exact Name of Registrant as Specified in its Charter)
_________________________________ 
Delaware001-31720 30-0168701
(State of Incorporation)(Commission File Number) (IRS Employer Identification No.)
800 Nicollet Mall, Suite 900 
Minneapolis,Minnesota55402
(Address of Principal Executive Offices) (Zip Code)
(612)303-6000
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange On Which Registered
Common Stock, par value $0.01 per sharePIPRThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐



Item 2.02. Results of Operations and Financial Condition.

On August 2, 2024, Piper Sandler Companies (the "Company") reported its financial results for its second fiscal quarter ended June 30, 2024. See the Company's press release dated August 2, 2024, which is furnished as Exhibit 99 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibit


104    Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
PIPER SANDLER COMPANIES
Date:August 2, 2024By/s/ Katherine P. Clune
NameKatherine P. Clune
ItsChief Financial Officer



Exhibit 99
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Piper Sandler Companies Reports Second Quarter 2024 Results;
Increases Quarterly Dividend to $0.65 Per Share
MINNEAPOLIS—August 2, 2024—Piper Sandler Companies (NYSE: PIPR), a leading investment bank, today announced its results for the second quarter of 2024.
"We generated solid results for the second quarter and remain encouraged by the continued growth in advisory services. Our market share and profitability metrics remain strong, which is reflected in our increased revenues and earnings compared to the first half of last year," said Chad Abraham, chairman and chief executive officer. "We remain focused on growing the long-term earnings capacity of our firm and are excited to add Aviditi Advisors to our platform later this year."
Second Quarter 2024 Results
U.S. GAAPAdjusted (1)
(Dollars in millions, except per share data)Q2vs.vs.Q2vs.vs.
2024Q1-24Q2-232024Q1-24Q2-23
Net revenues$339-1 %17 %$3577 %29 %
Pre-tax margin8.3 %-7.0pp3.3pp17.3 %0.5pp7.8pp
Net income attributable to Piper Sandler Companies$35-18 %779 %$45-10 %123 %
Earnings per diluted common share$1.97-19 %757 %$2.52-10 %123 %
(1)A non-U.S. GAAP ("non-GAAP") measure. Management believes that presenting results and measures on an adjusted basis alongside U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."
Financial & Business Highlights
•Net revenues of $339 million for the second quarter of 2024 and adjusted net revenues of $357 million both increased compared to the prior year quarter.
◦Advisory services revenues of $184 million, up 42% year-over-year, were driven by higher fees and more completed transactions with broad participation across sector and product teams.
◦Corporate financing had a strong quarter with revenues of $51 million driven primarily by equity financings for biopharma companies and depositories.
◦Municipal financing gained momentum with revenues of $25 million driven by our governmental business.
Strategic Updates
•On June 6, 2024, we announced the pending acquisition of Aviditi Advisors, a premier alternative investment bank providing full lifecycle services to financial sponsors, global alternative investment managers, and limited partner investors with offices in New York City, Dallas, London and Munich.
◦The team consists of approximately 45 professionals, including 11 managing directors.
◦The acquisition is expected to close late in the third quarter or early in the fourth quarter of 2024, subject to customary closing conditions and regulatory approval.
Talent
•Strengthened our technology investment banking group with the additions of Rob Freiman and Kegan Greene as managing directors helping to lead our financial technology investment banking practice.
•Added Robert Parker, Eric Van Dam and Kurt Haras as managing directors on the services & industrials investment banking team where they will focus on residential and commercial services.
Capital
•Increased the quarterly cash dividend 8% to $0.65 per share of common stock, which will be paid on September 13, 2024 to shareholders of record as of August 29, 2024.
•Returned an aggregate of $108 million to shareholders on a year-to-date basis through share repurchases and dividends.


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U.S. GAAP Selected Financial Data
The following summarizes our results on a U.S. GAAP basis.
 Three Months EndedSix Months Ended
(Dollars in thousands, except per share data)June 30,Mar. 31,June 30,Change vs.June 30,June 30,
202420242023Q1-24Q2-2320242023Change
Revenues
Investment banking:
Advisory services$183,908 $157,189 $129,775 17 %42 %$341,097 $270,439 26 %
Corporate financing50,641 52,581 36,923 -4 %37 %103,222 63,728 62 %
Municipal financing25,233 20,753 17,269 22 %46 %45,986 34,204 34 %
Total investment banking259,782 230,523 183,967 13 %41 %490,305 368,371 33 %
Institutional brokerage:
Equity brokerage52,075 49,488 50,435 5 %3 %101,563 104,266 -3 %
Fixed income services39,662 41,954 37,403 -5 %6 %81,616 79,885 2 %
Total institutional brokerage91,737 91,442 87,838 — %4 %183,179 184,151 -1 %
Interest income6,676 8,306 3,729 -20 %79 %14,982 12,441 20 %
Investment income/(loss)(17,351)14,168 15,797 N/MN/M(3,183)26,912 N/M
Total revenues340,844 344,439 291,331 -1 %17 %685,283 591,875 16 %
Interest expense1,665 1,383 2,605 20 %-36 %3,048 5,244 -42 %
Net revenues339,179 343,056 288,726 -1 %17 %682,235 586,631 16 %
Non-interest expenses
Compensation and benefits234,709 222,446 189,204 6 %24 %457,155 388,598 18 %
Non-compensation expenses76,224 68,188 85,141 12 %-10 %144,412 157,843 -9 %
Total non-interest expenses310,933 290,634 274,345 7 %13 %601,567 546,441 10 %
Income before income tax expense/(benefit)28,246 52,422 14,381 -46 %96 %80,668 40,190 101 %
Income tax expense/(benefit)13,276 2,844 (250)367 %N/M16,120 (7,887)N/M
Net income$14,970 $49,578 $14,631 -70 %2 %$64,548 $48,077 34 %
Net income attributable to Piper Sandler Companies$34,773 $42,493 $3,954 -18 %779 %$77,266 $29,588 161 %
Earnings per diluted common share$1.97 $2.43 $0.23 -19 %757 %$4.40 $1.73 154 %
Ratios and margin
Compensation ratio69.2%64.8%65.5%67.0%66.2%
Non-compensation ratio22.5%19.9%29.5%21.2%26.9%
Pre-tax margin8.3%15.3%5.0%11.8%6.9%
Effective tax rate47.0%5.4%-1.7%20.0%-19.6%
N/M — Not meaningful

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The following table summarizes additional business metrics for the periods presented.
 Three Months EndedSix Months Ended
June 30,Mar. 31,June 30,Change vs.June 30,June 30,
202420242023Q1-24Q2-2320242023Change
Advisory services
Completed M&A and restructuring transactions5248528 %— %100107-7 %
Completed capital advisory transactions159967 %67 %24234 %
Total completed advisory transactions67576118 %10 %124130-5 %
Corporate financings
Total equity transactions priced202523-20 %-13 %45427 %
Book run equity transactions priced172022-15 %-23 %37363 %
Total debt and preferred transactions priced1110210 %450 %216250 %
Book run debt and preferred transactions priced86—33 %N/M142600 %
Municipal negotiated issues
Aggregate par value of issues priced (in billions)$3.2 $4.0 $2.4 -20 %33 %$7.2 $5.2 38 %
Total issues priced1108611928 %-8 %196200-2 %
Equity brokerage
Number of shares traded (in billions)2.82.62.78 %4 %5.45.5-2 %
N/M — Not meaningful
NET REVENUES
For the second quarter of 2024, net revenues of $339.2 million were essentially flat compared to the first quarter of 2024 and increased 17% compared to the second quarter of 2023.
Investment banking revenues of $259.8 million for the second quarter of 2024 increased 13% compared to the first quarter of 2024 and 41% compared to the second quarter of 2023.
•Advisory services revenues of $183.9 million for the second quarter of 2024 increased 17% compared to the first quarter of 2024 due to more completed transactions. Advisory services revenues increased 42% compared to the second quarter of 2023 driven by a higher average fee and more completed transactions. Sector performance during the current quarter was broad based, led by our financial services group with solid contributions from our services & industrials and chemicals teams. In addition, our debt advisory product team registered strong results.
•Corporate financing revenues of $50.6 million for the second quarter of 2024 decreased 4% compared to the first quarter of 2024 driven by fewer completed deals which was offset in part by a higher average fee. Corporate financing revenues increased 37% compared to the second quarter of 2023 due to a higher average fee. Revenues during the quarter were driven by our healthcare and financial services teams.
•Municipal financing revenues of $25.2 million for the second quarter of 2024 increased 22% compared to the first quarter of 2024 as we executed more governmental financings. Municipal financing revenues increased 46% compared to the second quarter of 2023 driven by increased issuance activity across both our governmental and specialty sector businesses.
Institutional brokerage revenues of $91.7 million for the second quarter of 2024 were flat compared to the first quarter of 2024 and increased 4% compared to the second quarter of 2023.
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•Equity brokerage revenues of $52.1 million for the second quarter of 2024 increased 5% compared to the first quarter of 2024 and 3% compared to the second quarter of 2023 due to increased client activity across our full suite of products.
•Fixed income services revenues of $39.7 million for the second quarter of 2024 decreased 5% compared to the first quarter of 2024 and increased 6% compared to the second quarter of 2023. Activity remains subdued as clients continue to wait for more certainty on interest rates.
Investment income/(loss) for the second quarter of 2024 was a loss of $17.4 million compared to income of $14.2 million for the first quarter of 2024 and $15.8 million for the second quarter of 2023. For the current and prior periods, investment income/(loss), which includes amounts attributable to noncontrolling interests, primarily related to the alternative asset management funds we manage.
NON-INTEREST EXPENSES
For the second quarter of 2024, non-interest expenses of $310.9 million increased 7% compared to the first quarter of 2024 and 13% compared to the second quarter of 2023.
•Compensation ratio of 69.2% for the second quarter of 2024 increased compared to both the first quarter of 2024 and the second quarter of 2023 driven by the investment loss attributable to noncontrolling interests.
•Non-compensation expenses of $76.2 million for the second quarter of 2024 increased 12% compared to the first quarter of 2024 primarily due to increased other operating expenses, higher outside services expenses associated with recruiting and placement fees, and increased communications expenses related to market data services. Other operating expenses were lower in the first quarter of 2024 resulting from a $3.5 million reduction to our accrual related to proposed regulatory settlements regarding recordkeeping requirements for business-related communications. Non-compensation expenses for the second quarter of 2024 decreased 10% compared to the second quarter of 2023 driven by lower restructuring and integration costs and reduced acquisition-related intangible asset amortization. In addition, non-compensation expenses for the second quarter of 2023 included the write-off of a $7.5 million uncollectible receivable in our municipal financing business.
PRE-TAX INCOME
For the second quarter of 2024, we recorded pre-tax income of $28.2 million compared to $52.4 million for the first quarter of 2024 and $14.4 million for the second quarter of 2023.
•Pre-tax margin of 8.3% for the second quarter of 2024 decreased compared to 15.3% for the first quarter of 2024 due to a higher compensation ratio and increased non-compensation expenses. Pre-tax margin for the current quarter increased compared to 5.0% for the second quarter of 2023 resulting primarily from increased net revenues.
EFFECTIVE TAX RATE
For the current and prior periods, the effective tax rate is impacted by the level of noncontrolling interests, the amount of non-deductible expenses, and restricted stock award vestings. The effective tax rate of 47.0% for the second quarter of 2024 was impacted by the net loss attributable to noncontrolling interests. The effective tax rate of 5.4% for the first quarter of 2024 included $10.6 million of tax benefits related to restricted stock award vestings. The effective tax rate of negative 1.7% for the second quarter of 2023 included $0.7 million of tax benefits related to restricted stock award vestings.
NET INCOME & EARNINGS PER SHARE
For the second quarter of 2024, we generated net income of $34.8 million, or $1.97 per diluted common share. Results for the second quarter of 2024 decreased compared to the first quarter of 2024 due to a lower pre-tax margin and higher income tax expense. Net income for the first quarter of 2024 included $10.6 million, or $0.61 per diluted common share, of income tax benefits related to restricted stock award vestings. Results for the current quarter increased compared to the second quarter of 2023 due to increased net revenues and a higher pre-tax margin, offset in part by higher income tax expense.
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Non-GAAP Selected Financial Data
The following summarizes our results on an adjusted, non-GAAP basis.
 Three Months EndedSix Months Ended
(Dollars in thousands, except per share data)June 30,Mar. 31,June 30,Change vs.June 30,June 30,
202420242023Q1-24Q2-2320242023Change
Adjusted revenues
Investment banking:
Advisory services$183,908 $157,189 $129,775 17 %42 %$341,097 $270,439 26 %
Corporate financing50,641 52,581 36,923 -4 %37 %103,222 63,728 62 %
Municipal financing25,233 20,753 17,269 22 %46 %45,986 34,204 34 %
Total investment banking259,782 230,523 183,967 13 %41 %490,305 368,371 33 %
Institutional brokerage:
Equity brokerage52,075 49,488 50,435 5 %3 %101,563 104,266 -3 %
Fixed income services39,662 41,954 37,403 -5 %6 %81,616 79,885 2 %
Total institutional brokerage91,737 91,442 87,838 — %4 %183,179 184,151 -1 %
Interest income6,676 8,306 3,729 -20 %79 %14,982 12,441 20 %
Investment income180 5,017 2,816 -96 %-94 %5,197 3,627 43 %
Adjusted total revenues358,375 335,288 278,350 7 %29 %693,663 568,590 22 %
Interest expense1,665 1,383 980 20 %70 %3,048 1,994 53 %
Adjusted net revenues356,710 333,905 277,370 7 %29 %690,615 566,596 22 %
Adjusted operating expenses
Adjusted compensation and benefits224,370 210,698 176,964 6 %27 %435,068 360,108 21 %
Adjusted non-compensation expenses70,746 67,261 74,030 5 %-4 %138,007 139,336 -1 %
Adjusted total operating expenses295,116 277,959 250,994 6 %18 %573,075 499,444 15 %
Adjusted operating income$61,594 $55,946 $26,376 10 %134 %$117,540 $67,152 75 %
Adjusted income tax expense16,373 5,962 4,505 175 %263 %22,335 1,360 N/M
Adjusted net income$45,221 $49,984 $20,246 -10 %123 %$95,205 $62,542 52 %
Adjusted earnings per diluted common share$2.52 $2.79 $1.13 -10 %123 %$5.31 $3.49 52 %
Adjusted ratios and margin
Adjusted compensation ratio62.9%63.1%63.8%63.0%63.6%
Adjusted non-compensation ratio19.8%20.1%26.7%20.0%24.6%
Adjusted operating margin17.3%16.8%9.5%17.0%11.9%
Adjusted effective tax rate26.6%10.7%18.2%19.0%2.1%
N/M — Not meaningful
Throughout this press release, including the table above, we present financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Management believes that presenting results and measures on an adjusted basis alongside U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."
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See page 3 for a summary of additional business metrics.
ADJUSTED NET REVENUES
For the second quarter of 2024, adjusted net revenues of $356.7 million increased 7% compared to the first quarter of 2024 and 29% compared to the second quarter of 2023 driven by increased corporate investment banking activity.
ADJUSTED OPERATING EXPENSES
For the second quarter of 2024, adjusted operating expenses of $295.1 million increased 6% compared to the first quarter of 2024 and 18% compared to the second quarter of 2023.
•Adjusted compensation ratio of 62.9% for the second quarter of 2024 decreased compared to 63.1% for the first quarter of 2024 and 63.8% for the second quarter of 2023 driven by higher adjusted net revenues.
•Adjusted non-compensation expenses of $70.7 million for the second quarter of 2024 increased 5% compared to the first quarter of 2024 primarily due to higher communications expenses related to market data services as well as increased outside services expenses associated with recruiting and placement fees. Adjusted non-compensation expenses for the second quarter of 2024 decreased 4% compared to the second quarter of 2023 due to lower other operating expenses and reimbursed deal expenses. Other operating expenses for the second quarter of 2023 included the write-off of a $7.5 million uncollectible receivable in our municipal financing business.
ADJUSTED OPERATING INCOME
For the second quarter of 2024, adjusted operating income of $61.6 million increased 10% compared to the first quarter of 2024 and 134% compared to the second quarter of 2023.
•Adjusted operating margin of 17.3% for the second quarter of 2024 increased compared to 16.8% for the first quarter of 2024 due primarily to higher adjusted net revenues. Adjusted operating margin for the current quarter increased compared to 9.5% for the second quarter of 2023 due to higher adjusted net revenues, a lower adjusted compensation ratio and reduced adjusted non-compensation expenses.
ADJUSTED EFFECTIVE TAX RATE
For the second quarter of 2024, our adjusted effective tax rate of 26.6% increased compared to 18.2% for the second quarter of 2023 which benefited from lower non-deductible expenses. For the first quarter of 2024, the adjusted effective tax rate of 10.7% included $10.6 million of tax benefits related to restricted stock award vestings.
ADJUSTED NET INCOME & ADJUSTED EARNINGS PER SHARE
For the second quarter of 2024, we generated adjusted net income of $45.2 million, or $2.52 of adjusted earnings per diluted common share. Results for the second quarter of 2024 decreased compared to the first quarter of 2024 which included $10.6 million, or $0.59 per adjusted diluted common share, of income tax benefits related to restricted stock award vestings. Results for the second quarter of 2024 increased compared to the second quarter of 2023 due to higher adjusted net revenues and adjusted operating margin, offset in part by a higher adjusted effective tax rate.
Capital
DIVIDENDS
On August 2, 2024, our Board of Directors declared a quarterly cash dividend on the company's common stock of $0.65 per share, an increase of 8% compared to the previous quarterly cash dividend. The dividend will be paid on September 13, 2024, to shareholders of record as of the close of business on August 29, 2024.
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During the second quarter of 2024, we paid a quarterly cash dividend of $0.60 per share of common stock, for an aggregate of $14.8 million. For the first half of 2024, we returned an aggregate of $50.4 million, or $2.20 per share of common stock, to shareholders through quarterly cash dividends and a special cash dividend, which was paid in the first quarter of 2024.
SHARE REPURCHASES
During the second quarter of 2024, we repurchased approximately 27,000 shares, or $5.5 million, of the company's common stock, at an average price of $202.44 per share, from restricted stock award recipients selling shares upon the award vesting to meet their employment tax obligations. For the first half of 2024, we repurchased approximately 316,000 shares, or $57.6 million, of the company's common stock, at an average price of $182.16 per share, from restricted stock award recipients selling shares upon the award vesting to meet their employment tax obligations.
Additional Information
June 30,Mar. 31,June 30,
202420242023
Human Capital
Full-time employees1,7681,7061,793
Corporate investment banking managing directors170171171
Shareholder Information (amounts in millions)
Common shareholders’ equity$1,126.3 $1,100.6 $1,032.8 
Shares outstanding:
Common shares outstanding 15.915.615.1
Restricted shares outstanding1.92.22.7
Total shares outstanding17.817.817.8
Management Conference Call
Chad Abraham, chairman and chief executive officer; Deb Schoneman, president; and Kate Clune, chief financial officer, will host a conference call to discuss the financial results on Friday, August 2, 2024, at 8 a.m. Eastern Time (7 a.m. Central Time). Participants can access the call by dialing 888 394-8218 (in the U.S.) or +1 773 305-6853 (outside the U.S.) and passcode number 4728851. Callers should dial in at least 15 minutes prior to the call time. The conference call will also be accessible as an audio webcast through the company's website at pipersandler.com/earnings. A replay of the conference call will be available beginning approximately three hours after the event through the same link.
About Piper Sandler
Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership®. Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates.
© 2024. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Minneapolis, Minnesota 55402-7036
Kate Clune
Tel: 212 466-7799 
investorrelations@psc.com
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Cautionary Note Regarding Forward-Looking Statements
This press release and the conference call to discuss the contents of this press release contain forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are subject to significant risks and uncertainties that are difficult to predict. These forward-looking statements cover, among other things, statements made about the outlook for future periods for corporate advisory (i.e., M&A), capital markets, and public finance transactions (including our performance in specific sectors), current deal pipelines (or backlogs), economic, geopolitical, and market conditions (including the outlook for equity markets, investment banking transactions, CEO confidence, and the interest rate environment), the financial performance of pending transactions (i.e., Aviditi Advisors), areas of potential growth and market share gains for the company, our recruiting pipeline, the state of our equity and fixed income brokerage businesses, anticipated financial results for future periods (including expectations regarding revenue levels, non-compensation expenses (e.g., proposed regulatory settlements with the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC)), effective tax rate, compensation ratio, compensation and benefits expense, operating margins, return on equity, and earnings per share), our strategic priorities, the payment of our quarterly and special cash dividends to our shareholders, our share repurchase program, the expected benefits and integration of our pending acquisition of Aviditi Advisors, or other similar matters.
Forward-looking statements involve inherent risks and uncertainties, both known and unknown, and important factors could cause actual results to differ materially from those anticipated or discussed in the forward-looking statements. These risks, uncertainties and important factors include, but are not limited to, the following:
•the volume of anticipated transactions – including corporate advisory (i.e., M&A), equity financing, and debt financing – and the corresponding revenues from the transactions may vary from quarter to quarter significantly, particularly if there is a decline in macroeconomic conditions or the financial markets;
•revenues from corporate advisory (i.e., M&A) engagements and equity and debt financings may vary materially depending on the number, size, and timing of completed transactions, and completed transactions do not generally provide for subsequent engagements;
•the expected benefits of our pending acquisition of Aviditi Advisors may take longer than anticipated to achieve or may not be achieved in its entirety or at all, and will in part depend on our ability to retain and hire key personnel, and the costs or difficulties relating to the combination of the business may be greater than expected and may adversely affect our results of operations;
•market, geopolitical and economic conditions or developments may be unfavorable, including in specific sectors in which we operate, and these conditions or developments, such as market fluctuations or volatility, may adversely affect our business, revenue levels and profitability;
•interest rate volatility, especially if the changes are rapid or severe, could negatively impact our fixed income institutional business and the negative impact could be exaggerated by reduced liquidity in the fixed income markets; and
•our stock price may fluctuate as a result of several factors, including but not limited to, changes in our revenues and operating results.
A further listing and description of these and other risks, uncertainties and important factors can be found in the sections titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, and updated in our subsequent reports filed with the SEC (available at our Web site at www.pipersandler.com and at the SEC Web site at www.sec.gov).
Forward-looking statements speak only as of the date they are made, and readers are cautioned not to place undue reliance on them. We undertake no obligation to update them in light of new information or future events.
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Piper Sandler Companies
Results of Operations (U.S. GAAP – Unaudited)
 Three Months EndedSix Months Ended
(Amounts in thousands, except per share data)June 30,Mar. 31,June 30,June 30,June 30,
20242024202320242023
Revenues
Investment banking$259,782 $230,523 $183,967 $490,305 $368,371 
Institutional brokerage91,737 91,442 87,838 183,179 184,151 
Interest income6,676 8,306 3,729 14,982 12,441 
Investment income/(loss)(17,351)14,168 15,797 (3,183)26,912 
Total revenues340,844 344,439 291,331 685,283 591,875 
Interest expense1,665 1,383 2,605 3,048 5,244 
Net revenues339,179 343,056 288,726 682,235 586,631 
Non-interest expenses
Compensation and benefits234,709 222,446 189,204 457,155 388,598 
Outside services13,974 12,422 13,456 26,396 25,582 
Occupancy and equipment16,757 16,036 16,020 32,793 31,748 
Communications14,568 13,229 13,047 27,797 27,358 
Marketing and business development11,372 10,763 10,930 22,135 20,982 
Deal-related expenses5,943 6,387 7,505 12,330 13,519 
Trade execution and clearance4,515 4,866 4,854 9,381 9,768 
Restructuring and integration costs977 — 3,903 977 3,903 
Intangible asset amortization2,361 2,361 4,904 4,722 9,808 
Other operating expenses5,757 2,124 10,522 7,881 15,175 
Total non-interest expenses310,933 290,634 274,345 601,567 546,441 
Income before income tax expense/(benefit)28,246 52,422 14,381 80,668 40,190 
Income tax expense/(benefit)13,276 2,844 (250)16,120 (7,887)
Net income14,970 49,578 14,631 64,548 48,077 
Net income/(loss) attributable to noncontrolling interests(19,803)7,085 10,677 (12,718)18,489 
Net income attributable to Piper Sandler Companies$34,773 $42,493 $3,954 $77,266 $29,588 
Earnings per common share
Basic$2.19 $2.74 $0.26 $4.92 $2.00 
Diluted$1.97 $2.43 $0.23 $4.40 $1.73 
Dividends declared per common share$0.60 $1.60 $0.60 $2.20 $2.45 
Weighted average common shares outstanding
Basic15,879 15,499 15,066 15,689 14,788 
Diluted17,633 17,504 17,084 17,569 17,134 

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Piper Sandler Companies
Preliminary Selected Summary Financial Information (Non-GAAP – Unaudited) (1)
 Three Months EndedSix Months Ended
June 30,Mar. 31,June 30,June 30,June 30,
(Amounts in thousands, except per share data)20242024202320242023
Adjusted revenues
Investment banking$259,782 $230,523 $183,967 $490,305 $368,371 
Institutional brokerage91,737 91,442 87,838 183,179 184,151 
Interest income6,676 8,306 3,729 14,982 12,441 
Investment income180 5,017 2,816 5,197 3,627 
Adjusted total revenues358,375 335,288 278,350 693,663 568,590 
Interest expense1,665 1,383 980 3,048 1,994 
Adjusted net revenues (2)356,710 333,905 277,370 690,615 566,596 
Adjusted operating expenses
Adjusted compensation and benefits (3)224,370 210,698 176,964 435,068 360,108 
Adjusted non-compensation expenses (4)70,746 67,261 74,030 138,007 139,336 
Adjusted total operating expenses (5)295,116 277,959 250,994 573,075 499,444 
Adjusted operating income (6)61,594 55,94626,376 117,540 67,152 
Interest expense on long-term financing— —1,625 — 3,250 
Adjusted income before adjusted income tax expense (7)61,594 55,94624,751 117,540 63,902 
Adjusted income tax expense (8)16,373 5,9624,505 22,335 1,360 
Adjusted net income (9)$45,221 $49,984$20,246 $95,205 $62,542 
Adjusted earnings per diluted common share (10)$2.52 $2.79 $1.13 $5.31 $3.49 
Adjusted weighted average diluted common shares outstanding (11)17,960 17,923 17,892 17,941 17,945 
Adjusted ratios and margin
Adjusted compensation ratio (12)62.9%63.1%63.8%63.0%63.6%
Adjusted non-compensation ratio (13)19.8%20.1%26.7%20.0%24.6%
Adjusted operating margin (14)17.3%16.8%9.5%17.0%11.9%
Adjusted effective tax rate (15)26.6%10.7%18.2%19.0%2.1%
This presentation includes non-GAAP measures. The non-GAAP measures are not meant to be considered in isolation or as a substitute for the corresponding U.S. GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."
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Piper Sandler Companies
Reconciliation of U.S. GAAP to Selected Summary Financial Information (1) (Unaudited)
Three Months EndedSix Months Ended
June 30,Mar. 31,June 30,June 30,June 30,
(Amounts in thousands, except per share data)20242024202320242023
Net revenues:
Net revenues – U.S. GAAP basis $339,179 $343,056 $288,726 $682,235 $586,631 
Adjustments:
Investment (income)/loss related to noncontrolling interests (16) 17,531 (9,151)(12,981)8,380 (23,285)
Interest expense on long-term financing— — 1,625 — 3,250 
Adjusted net revenues$356,710 $333,905 $277,370 $690,615 $566,596 
Compensation and benefits:
Compensation and benefits – U.S. GAAP basis $234,709 $222,446 $189,204 $457,155 $388,598 
Adjustment:
Compensation from acquisition-related agreements (10,339)(11,748)(12,240)(22,087)(28,490)
Adjusted compensation and benefits$224,370 $210,698 $176,964 $435,068 $360,108 
Non-compensation expenses:
Non-compensation expenses – U.S. GAAP basis $76,224 $68,188 $85,141 $144,412 $157,843 
Adjustments:
Non-compensation expenses related to noncontrolling interests (16) (2,272)(2,066)(2,304)(4,338)(4,796)
Restructuring and integration costs (977)— (3,903)(977)(3,903)
Amortization of intangible assets related to acquisitions (2,361)(2,361)(4,904)(4,722)(9,808)
Non-compensation expenses from proposed regulatory settlements132 3,500 — 3,632 — 
Adjusted non-compensation expenses$70,746 $67,261 $74,030 $138,007 $139,336 
Income before income tax expense/(benefit):
Income before income tax expense/(benefit) – U.S. GAAP basis $28,246 $52,422 $14,381 $80,668 $40,190 
Adjustments:
Investment (income)/loss related to noncontrolling interests (16)17,531 (9,151)(12,981)8,380 (23,285)
Interest expense on long-term financing— — 1,625 — 3,250 
Non-compensation expenses related to noncontrolling interests (16) 2,272 2,066 2,304 4,338 4,796 
Compensation from acquisition-related agreements 10,339 11,748 12,240 22,087 28,490 
Restructuring and integration costs 977 — 3,903 977 3,903 
Amortization of intangible assets related to acquisitions 2,361 2,361 4,904 4,722 9,808 
Non-compensation expenses from proposed regulatory settlements(132)(3,500)— (3,632)— 
Adjusted operating income$61,594 $55,946 $26,376 $117,540 $67,152 
Interest expense on long-term financing— — (1,625)— (3,250)
Adjusted income before adjusted income tax expense$61,594 $55,946 $24,751 $117,540 $63,902 
Income tax expense/(benefit):
Income tax expense/(benefit) – U.S. GAAP basis $13,276 $2,844 $(250)$16,120 $(7,887)
Tax effect of adjustments:
Compensation from acquisition-related agreements 2,114 2,492 2,483 4,606 5,710 
Restructuring and integration costs 259 — 1,007 259 1,007 
Amortization of intangible assets related to acquisitions 626 626 1,265 1,252 2,530 
Non-compensation expenses from proposed regulatory settlements98 — — 98 — 
Adjusted income tax expense$16,373 $5,962 $4,505 $22,335 $1,360 
Continued on next page
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Piper Sandler Companies
Reconciliation of U.S. GAAP to Selected Summary Financial Information (1) (Unaudited)
Three Months EndedSix Months Ended
June 30,Mar. 31,June 30,June 30,June 30,
(Amounts in thousands, except per share data)20242024202320242023
Net income attributable to Piper Sandler Companies:
Net income attributable to Piper Sandler Companies – U.S. GAAP basis $34,773 $42,493 $3,954 $77,266 $29,588 
Adjustments:
Compensation from acquisition-related agreements 8,225 9,256 9,757 17,481 22,780 
Restructuring and integration costs 718 — 2,896 718 2,896 
Amortization of intangible assets related to acquisitions 1,735 1,735 3,639 3,470 7,278 
Non-compensation expenses from proposed regulatory settlements(230)(3,500)— (3,730)— 
Adjusted net income$45,221 $49,984 $20,246 $95,205 $62,542 
Earnings per diluted common share:
Earnings per diluted common share – U.S. GAAP basis $1.97 $2.43 $0.23 $4.40 $1.73 
Adjustment for inclusion of unvested acquisition-related stock (0.05)(0.07)(0.05)(0.11)(0.16)
$1.92 $2.36 $0.18 $4.29 $1.57 
Adjustments:
Compensation from acquisition-related agreements 0.47 0.53 0.57 0.99 1.33 
Restructuring and integration costs 0.04 — 0.17 0.04 0.17 
Amortization of intangible assets related to acquisitions 0.10 0.10 0.21 0.20 0.42 
Non-compensation expenses from proposed regulatory settlements(0.01)(0.20)— (0.21)— 
Adjusted earnings per diluted common share$2.52 $2.79 $1.13 $5.31 $3.49 
Weighted average diluted common shares outstanding:
Weighted average diluted common shares outstanding – U.S. GAAP basis17,633 17,504 17,084 17,569 17,134 
Adjustment:
Unvested acquisition-related restricted stock with service conditions327 419 808 372 811 
Adjusted weighted average diluted common shares outstanding17,960 17,923 17,892 17,941 17,945 
This presentation includes non-GAAP measures. The non-GAAP measures are not meant to be considered in isolation or as a substitute for the corresponding U.S. GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP.
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Piper Sandler Companies
Notes to Non-GAAP Financial Schedules
(1)Selected Summary Financial Information are non-GAAP measures. Management believes that presenting results and measures on an adjusted basis in conjunction with U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods.
(2)A non-GAAP measure which excludes (a) investment (income)/loss related to noncontrolling interests (see (16) below) and (b) interest expense on long-term financing.
(3)A non-GAAP measure which excludes compensation expenses from acquisition-related agreements.
(4)A non-GAAP measure which excludes (a) non-compensation expenses related to noncontrolling interests (see (16) below), (b) restructuring and integration costs related to acquisitions and/or headcount reductions, (c) amortization of intangible assets related to acquisitions and (d) non-compensation expenses from proposed regulatory settlements with the SEC and CFTC.
(5)A non-GAAP measure which is computed as the summation of adjusted compensation and benefits and adjusted non-compensation expenses (see (3) and (4) above).
(6)A non-GAAP measure which excludes (a) investment (income)/loss and non-compensation expenses related to noncontrolling interests (see (16) below), (b) interest expense on long-term financing, (c) compensation expenses from acquisition-related agreements, (d) restructuring and integration costs related to acquisitions and/or headcount reductions, (e) amortization of intangible assets related to acquisitions and (f) non-compensation expenses from proposed regulatory settlements with the SEC and CFTC.
(7)A non-GAAP measure which excludes (a) investment (income)/loss and non-compensation expenses related to noncontrolling interests (see (16) below), (b) compensation expenses from acquisition-related agreements, (c) restructuring and integration costs related to acquisitions and/or headcount reductions, (d) amortization of intangible assets related to acquisitions and (e) non-compensation expenses from proposed regulatory settlements with the SEC and CFTC.
(8)A non-GAAP measure which includes the income tax effect of the adjustments for (a) compensation expenses from acquisition-related agreements, (b) restructuring and integration costs related to acquisitions and/or headcount reductions, (c) amortization of intangible assets related to acquisitions and (d) non-compensation expenses from proposed regulatory settlements with the SEC and CFTC.
(9)A non-GAAP measure which represents net income attributable to Piper Sandler Companies adjusted for (a) the exclusion of compensation expenses from acquisition-related agreements, (b) the exclusion of restructuring and integration costs related to acquisitions and/or headcount reductions, (c) the exclusion of amortization of intangible assets related to acquisitions, (d) the exclusion of non-compensation expenses from proposed regulatory settlements with the SEC and CFTC and (e) the income tax impact allocated to the adjustments.
(10)A non-GAAP measure which is computed based on a quotient of which the numerator is adjusted net income and the denominator is adjusted weighted average diluted common shares outstanding.
(11)A non-GAAP measure which assumes the vesting of restricted stock with service conditions granted pursuant to all acquisitions since January 1, 2020.
(12)A non-GAAP measure which represents adjusted compensation and benefits expenses as a percentage of adjusted net revenues.
(13)A non-GAAP measure which represents adjusted non-compensation expenses as a percentage of adjusted net revenues.
(14)A non-GAAP measure which represents adjusted operating income as a percentage of adjusted net revenues.
(15)A non-GAAP measure which represents adjusted income tax expense as a percentage of adjusted income before adjusted income tax expense.
(16)Noncontrolling interests include investment income/(loss) and non-compensation expenses from consolidated alternative asset management entities that are not attributable, either directly or indirectly, to Piper Sandler Companies.


13
v3.24.2.u1
Cover Page Document
Aug. 02, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 02, 2024
Entity Registrant Name PIPER SANDLER COMPANIES
Entity Incorporation, State or Country Code DE
Entity File Number 001-31720
Entity Tax Identification Number 30-0168701
Entity Address, Address Line One 800 Nicollet Mall, Suite 900
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55402
City Area Code (612)
Local Phone Number 303-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol PIPR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001230245
Amendment Flag false
Piper Sandler Companies (NYSE:PIPR)
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