Piper Sandler Companies

NYSE:PIPR

Earnings Call Transcript 2019-Q3

[Operator]

Good morning and welcome to the Piper Jaffray Companies Conference Call to discuss the Financial Results for the Third Quarter of 2019.

During the question-and-answers session, securities industry professionals may ask questions of management. The company has asked that I remind you that statements on this call that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements that involve inherent risks and uncertainties. Factors that could cause actual results to differ materially from those anticipated are in the company's earnings release and reports on file with the SEC, which are available on the company's website at www.piperjaffray.com and on the SEC website at www.sec.gov.

This call will also include statements regarding certain non-GAAP financial measures. The non-GAAP measures should be considered in addition to, and not a substitute for, measures of financial performance prepared in accordance with GAAP. Please refer to the company's earnings release issued today for a reconciliation of these non-GAAP financial measures to the most comparable GAAP measure. The earnings release is available on the Investor Relations page of the company's website or at the SEC website. As a reminder, this call is being recorded.

And now I'd like to turn the call over to Mr. Chad Abraham. Mr. Abraham, you may begin your call.

[Chad Abraham, executive]

Good morning, everyone. I'm here with Deb Schoneman, our President; and Tim Carter, our CFO. We would like to thank you for joining the call to discuss Piper Jaffray's Financial Results for the Third Quarter of 2019. After our remarks, we will open up the call for questions. Let me begin by providing an update on the strategic activities we announced earlier this year. In early August, we closed on the acquisition of Weeden & Company, which significantly upgrades our equity trading capabilities, broadens our client base and enhances the scale of our equity sales and trading business. Deb will provide more color on the integration and early financial results for the combined platform.

In late September, we closed on the sale of Advisory Research, our traditional Asset Management business. This business no longer fit with our strategic vision, and we believe a sale was the best course of action for our clients, employees and shareholders. The sale generates net cash proceeds of approximately $55 million. Tim will provide more details regarding the gain on sale recognized with the disposition.

Finally, early in the third quarter, we announced our pending acquisition of Sandler O'Neill. We're excited to bring together the leading investment banking firm, focused on the financial services industry with our growing investment banking platform. We believe that the combination will be transformative across our businesses as it will elevate our advisory and capital-raising franchise within the middle market, add a differentiated fixed income business with deep client relationships and capabilities and expand our equity research coverage to the broadest FIG platform on TheStreet.

Sandler's 2019 results are tracking to our expectations for the year, and given the current market conditions, we remain comfortable with our estimate of approximately $300 million of incremental annual revenues from Sandler. We have signed employment agreements in place, including with all employee partners. Our integration and regulatory approval efforts are in process, and earlier this month, we closed on $175 million in debt to finance a portion of the cash consideration.

We are excited to partner with Sandler, a market leader that shares our client-centric approach, leading with deep sector industry expertise. Tim will provide additional information relating to the acquisition of Weeden, the disposition of ARI and the Sandler acquisition, which is expected to close in January 2020.

Let me next provide an update on our Q3 and year-to-date results and our Advisory and Equity Capital Markets businesses. We generated $203 million of adjusted revenues in Q3, up 24% from a softer Q2 and flat to last year. We generated a 16% adjusted margin for the quarter and recorded adjusted EPS of $1.64. On a year-to-date basis, our adjusted revenues of $547 million are up 5% from last year, and adjusted pretax income is up 15%. We expect to finish the year strong based on our solid pipeline.

Turning now to Advisory and ECM. Advisory revenues of $107 million in the quarter were down slightly from the strong year-ago period. The current quarter was led by our industrials team, followed closely by our consumer team. Both teams continue to grow organically by expanding their reach within their respective sectors. The diversity of our platform is exhibited by the strength of different sectors leading each quarter. Q1 was led by our industry-leading health care franchise, Q2 was led by our Simmons Energy team, and as noted, this quarter, by our industrials team.

Reflecting continued momentum, year-to-date Advisory revenues of $297 million are up 12% from the prior year and represent 54% of total adjusted revenues. Our execution on organic growth initiatives and our diverse banking platform has allowed us to increase our market share relative to industry metrics that are generally down year-over-year.

Our Advisory business has also benefited from an increase in median fee, up 16% from a year ago. We've had a strategic focus on increasing our revenues per deal as we leverage our brand to win larger deals and by enhancing our value proposition to clients by providing more products and deep sector expertise. We're consistently winning in a competitive marketplace.

Market conditions for M&A in the middle market remain conducive to transactions due to demand from PE investors, attractive valuations, low financing rates and solid economic growth. Our pipeline is strong across our industry verticals, including several large deals, which we believe will set us up well for a strong finish to the year.

Equity financing activity generated $22 million of revenues in the quarter. The market has been negatively impacted by volatility and weak after-market performance of some high-profile IPOs. We believe that relative to the strength of our overall IB franchise, we are under penetrated in ECM and can grow our market share in the future.

I will now turn the call over to Deb to discuss our public finance and brokerage businesses.

[Debbra Schoneman, executive]

Thanks, Chad. Let me begin with an update on our equity brokerage business. The third quarter saw equity market volatility but continued to move higher despite global growth concerns and trade tensions. Our equity brokerage business generated revenues of $25 million, up meaningfully compared to both the prior periods, driven by 2 months of Weeden on our platform.

The acquisition of Weeden closed on August 2, and we have fully integrated our systems and back-office operations. The combined platform serves approximately 1,600 accounts, a 30% increase in coverage, which gives us the opportunity to cross-sell products across this expanded client base, and a substantial increase in our combined trading volume, allows us to provide greater liquidity to our clients.

Our increased trading capabilities, combined with a broad suite of products and deep sector expertise, increases our market relevance and makes us more valuable to both corporate and buy-side clients. In addition, we continue to strategically invest in differentiated research, and during the quarter, announced the addition of 2 top-ranked senior tech analysts focusing on software.

On an annual basis, inclusive of Sandler, we expect equity brokerage revenues to be in excess of $130 million, providing meaningful operating leverage in the business as we capitalize on cost synergies. We believe that we have a significant market share opportunity in front of us, driven by a high-quality team collaborating to bring the full breadth of products and firm resources to an expanded client base.

Turning to our public finance and fixed income brokerage businesses. We generated $23 million of debt financing revenue in the quarter, up 26% from Q2 and 10% from a year ago. Year-to-date, municipal market underwriting volumes are up approximately 8% from last year, benefiting from lower interest rates. Our year-to-date revenues have increased 19%, reflecting strong relative performance as we capitalize on the strengths and breadth of our franchise.

We expect our debt financing revenues to continue to increase, driven by taxable refinancing activity and as we execute on some of our larger fee offerings in our specialty sectors. Demand is strong for higher yields muni offerings in this low interest rate environment, and our specialization in senior living and project finance should drive a strong Q4.

Our commitment and expertise in the public finance market has led to increasing market share over time and makes us a natural destination for talent looking to best serve their clients. We are one of the most active municipal debt underwriters in the market, ranking in the top 10 based on par value and top 3 based on volume of deals. A key tenet of our growth strategy is to expand the number of states in which we are a market leader. Consistent with that strategy, we announced the hiring of 4 senior bankers in Nebraska, adding another state where we are the market leader. In total, we have hired 9 senior bankers this year, expanding our presence in Nebraska, Colorado, Pennsylvania and Ohio.

In the fixed income markets, yields were volatile during the quarter, with the 10-year treasury at 2% on June 30, dropping to under 1.5% before ending the quarter at 1.7% as investors worry about slowing growth. Against this backdrop, we performed well with fixed income brokerage business revenues of $26 million, up 28% sequentially and 42% over the year-ago period. Results were driven by a strong demand for taxable products as investors look to take advantage of yields with an outlook for a further decline in rates. The breadth of our product offering and focus on discrete client verticals allowed us to capture this client volume. We expect fixed income sales and trading results to moderate from these strong third quarter results.

Now I will turn the call over to Tim to review our financial results and provide an update on capital use.

[Timothy Carter, executive]

Thanks, Deb. My comments will be focused on our adjusted non-GAAP financial results. However, let me first highlight a few items impacting our GAAP results. Our GAAP results include amounts related to the discontinued operations of our traditional Asset Management business. In the quarter, we recorded net income from discontinued operations of $26.1 million or $1.82 per diluted common share, which includes a gain on our sale of Advisory Research.

In addition, we incurred $6.1 million of restructuring and integration costs in Q3 related to the acquisition of Weeden and the pending acquisition of Sandler. These costs consist of severance benefits, lease restructuring charges and transaction-related professional fees. We expect to incur additional restructuring and integration costs in the fourth quarter and in the first half of 2020, associated with these acquisitions.

Turning now to our adjusted financial results. Revenues of $203 million in the quarter were consistent on a year-over-year basis as lower equity financing revenues were offset by higher institutional brokerage revenues. As Deb discussed, our Q3 results include 2 months of revenue from Weeden.

Compared to the sequential quarter, revenues were up 24%, with broad-based contributions across most of our businesses. We produced an operating margin of 16% for the quarter and generated operating profits of $32 million. Our diluted EPS for the quarter of $1.64 is down $0.06 per share on a year-over-year basis and up $0.32 per share sequentially. On a year-to-date basis, EPS of $4.47 increased from $3.83 in 2018, driven by higher revenues and a higher operating margin.

On a year-to-date basis, pretax income was up 15% on a 5% growth in revenues, illustrating the operating leverage in the business. Expense discipline has been an important source of leverage for us, and as we continue to scale the business, we expect our noncomp ratio to decline, generating additional margin.

In regards to operating expenses, our compensation ratio of 62.1% for the quarter was at the low end of our target range of 62% to 63%. Quarterly noncompensation expenses were $44 million, below our estimate of $45 million to $47 million for the third quarter, which reflected 2 months of incremental expenses from Weeden.

Our adjusted tax rate for the quarter was 27%. We continued to maintain our full year estimated tax rate range of 25% to 27%, which excludes the impact of stock vestings.

Turning to capital. Our pending acquisition of Sandler will allow us to deploy excess capital, including the cash proceeds from the sale of ARI. In October, we raised $175 million of cash with a private debt issuance to PEMCO at a blended rate of 5% to finance a portion of the acquisition consideration. The debt has $50 million of notes maturing in 2 years and $125 million of notes maturing in 4 years. With no long-term debt on the balance sheet before this capital raise, our leverage remains modest.

The Sandler acquisition reflects the financial strength of our balance sheet and the level of cash generation from our earnings. We expect the addition of Sandler will further increase our generation of excess capital, which we can redeploy towards more growth opportunities, while maintaining our dividend policy of returning 30% to 50% of non-GAAP earnings to shareholders and continuing to be opportunistic in buying back stock.

On a year-to-date basis, we've returned an aggregate of $30 million or $2.14 per share to our shareholders through dividends. This includes the annual special cash dividend of $1.01 per share that was paid out in the first quarter. In addition, today, we declared a quarterly dividend of $0.375 per share to be paid on December 13, 2019, to shareholders of record as of the close of business on November 22, 2019.

Let me finish up by providing some high-level future guidance as we made a number of strategic shifts in our business model. Providing guidance in a cyclical business like ours is difficult. However, given the change in our business mix, we thought it would be prudent to provide additional insights into our go-forward operations.

For 2020, Sandler is expected to add approximately $300 million of total revenues. We will also benefit from Weeden being on our platform for the full year. Based on our current outlook, inclusive of Weeden and Sandler, we expect the equity brokerage business to be a $130 million business. Going forward, we expect our compensation ratio to be consistent with current levels in the range of 62% to 63%. Removing Asset Management from our business mix, which had a lower compensation ratio, offsets the benefit from adding the lower comp ratio of Weeden. This level also allows us the financial flexibility to continue investing in the business. We expect that noncomps will increase in Q4 from the Q3 levels, reflecting a full quarter of Weeden expenses. We currently estimate noncompensation expenses in 2020 to be in the range of $58 million to $62 million per quarter, reflecting a full year of Sandler and Weeden. We will update our noncomp guidance in 2020 after we have greater visibility into the Sandler integration. Noncomps may vary from period to period depending on the amount of deal-related expenses, which will be principally dependent on the level of deal activity.

Before going to Q&A, I'd like to turn the call back to Chad for a few additional comments.

[Chad Abraham, executive]

Thanks, Tim. On behalf of my employee partners, we have never been more excited about our future. Building enduring franchises remains the cornerstone of our firm. The addition of Weeden and Sadler, 2 market leaders, will enhance the durability and scale of our business through market cycles. With complementary products, expertise and client relationships, Sandler and Weeden, both present meaningful opportunities to grow our combined platform and will significantly strengthen our position in the marketplace.

Thanks, and now let's open up the call for questions.

[Operator]

[Operator Instructions] Your first question comes from the line of Devin Ryan of JMP Securities.

[Devin Ryan, analyst]

First question here, just around the Sandler transaction. I'm curious now that we're a few months removed from the announcement, whether there's been any feedback from financial sponsors just given your, kind of, strong relationships there and kind of what they're saying and how you're thinking about maybe that opportunities today to do more with that customer base, given the financial sector. And just -- maybe more broadly, just an update around how you're thinking about potential revenue synergies here, given that it doesn't sound like you're assuming anything in the, kind of, forward guidance commentary you made.

[Chad Abraham, executive]

Yes. Thanks, Devin. Maybe I'll just take that in a couple of parts. I mean I think, frankly, since we announced the transaction in July, the feedback has been fantastic, probably even more than I expected. Just the high quality of the brand and the bankers and the producers at Sandler, I mean, I think, that's very recognized. And -- so I do think we're excited because we have a bigger sponsor group, we have a bigger sponsor business, and I do think, while certain parts of their business, particularly depositories, are not heavily sponsor-driven, there's other parts relative to the insurance business, financial technologies and others where we do think just being part of a bigger sponsor platform is going to be a great synergy. And then I think just relative to other opportunities, we just can't wait to get started in January. We certainly have seen just relationships of various Board members, sort of, both ways with potential future transactions, and we're excited about that. And then specifically with regards to fixed income, I think we knew there was going to be an opportunity to grow and more than 1 plus 1 is 2 in that case in fixed income, but I think we're frankly even more excited as we've started to think about ways we can work together on transactions and just regular business with clients.

[Devin Ryan, analyst]

Appreciate that, Chad. So I guess, the takeaway is that there's potentially more to come here but too early to get specific around the numbers to include in guidance? Or do you have any sense of when some of this might start to show through and manifest some results?

[Chad Abraham, executive]

Yes. I mean we'll -- we definitely think we're going to see some revenue synergies. Obviously, it's hard enough to predict our own banking business 1 or 2 quarters out. So we're going to be conservative with how we project and predict their business. But yes, we definitely think there will be synergies. But like when we announced the deal, we're going to be cautious about projecting specific revenue numbers on that.

[Devin Ryan, analyst]

Yes. That makes sense. Just looking for the context, appreciate it. A follow-up here, so I heard the commentary on the Advisory pipeline. Good to hear it's still strong. We have seen just at an industry level modest softening at, kind of, the larger end of the M&A spectrum in recent months. It doesn't sound like you're seeing much change in the tone in the middle market. So is it possible? Can you maybe give a little more context around how the backlog has been trending, whether it's been filling back up at the same pace that the deals are being completed, especially given that you'll have probably a better back half of the year here in terms of completions? And just whether there's been any notable change in, kind of, the cadence of new announcements?

[Chad Abraham, executive]

Yes. I would say, obviously, we anticipate that question because it certainly seems like for the last 4 to 6 quarters, that's on everybody's mind with, sort of, the macro environment. And while we acknowledge some potential macro environment changes with the election and trade and Brexit and other things that volatility that affect deals, and we also just think it's a very big market and we're a small part of the market that with execution, we can continue to grow. Granted with the market dynamics, it's tougher to have a really big growth rate, but we just haven't seen a material decline, sort of, in our new transactions, new announcements. And frankly, we're off to a good start this quarter with just closed transactions and new signed transactions. So I think that is a function of the middle market and volumes. And while we're cautious about the macro, we're still pretty optimistic, at least about our short-term prospects here.

[Devin Ryan, analyst]

Okay. Terrific. Just last one around the noncomps for Tim. I heard the commentary around just that the ratio will decline. Is there anything more specific you can give us on the range? Or any more color to think about noncompensation expenses moving forward in the fourth quarter, I guess, at least?

[Timothy Carter, executive]

Yes, Devin. I think specific to the fourth quarter, it still goes back to, kind of, the level that we talked about, I guess, at the end of Q2. With the full quarter of Weeden, I think the, sort of, that $47 million to $49 million that we talked about last quarter is the, sort of, the appropriate range for Q4. And then yes, projecting this out for 2020 with both Sandler and Weeden, we've talked about, sort of, what the absolute dollar range is. That should provide some modest decline in terms of the noncomp ratio. So we'll -- that will be helpful from a margin standpoint, but we will expect to see that continue to move in that direction over time.

[Operator]

Your next question comes from the line of Chris Walsh of Buckingham Research Group.

[Christopher Walsh, analyst]

So I think in prepared remarks, I heard you guys say that you're expecting equity brokerage revenues to trend around $130 million in 2020. Was that correct?

[Debbra Schoneman, executive]

Yes. That's correct. Inclusive of Sandler.

[Christopher Walsh, analyst]

Okay. So kind of just pulling that apart, are you expecting the majority of the revenue to synergies as you integrate Weeden and Sandler to come from the Weeden side of things?

[Debbra Schoneman, executive]

Actually, I...

[Christopher Walsh, analyst]

I guess just to contextualize, as I kind of look at a blended average revenue per trading day for all 3 businesses over the last couple of years, that, kind of, imply a 170 number, assuming no to synergies for 2020?

[Debbra Schoneman, executive]

Yes. Let me take that in a couple of parts. One, obviously, we're looking at just overall market conditions and trends in the business when we make those projections. Secondly, we're looking at -- obviously, there's both account overlap. And in particular with Sandler, there's meaningful research coverage overlap, which we obviously have to take into account as well. And -- so really taking into account market conditions, trends in the business, account overlap and research overlap, those are all the factors that go into that $130 million level that we're comfortable with.

[Christopher Walsh, analyst]

Okay. Got it. That's helpful.

[Chad Abraham, executive]

Yes. And I would just add, Chris, this hasn't really changed from when we first announced Weeden, which is why we thought we would just be a little more specific on guidance, given we recognize we're pulling 3 complicated parts together, and we wanted to give people the best picture we could.

[Debbra Schoneman, executive]

And Chris, one more thing, maybe I would just add to that is as we look at the overall cost synergies, the majority of that came from the Weeden side and that all is incorporated into our ability to earn a solid margin and good return at the $130 million level.

[Christopher Walsh, analyst]

Okay. Yes, it totally makes sense. And then just last one from me was share count. We saw a period-end share count tick up 1% sequentially in 3Q. Just -- what are your expectations for like share count, I guess, into the back part of the year? And then as Sandler closes in 1Q '20?

[Timothy Carter, executive]

Yes. Chris, I'll take that. So I wouldn't expect really much of a change in share count in Q4. We have talked about -- so as Sandler comes in and the issuing of shares there, for the structure of the deal, we won't actually go above 20% of our current outstanding share count. So you can, sort of, do that math in terms of another 2.8 million, 2.9 million shares coming in at the time we close the Sandler acquisition.

[Chad Abraham, executive]

Yes. And I would just add, Chris, obviously in the past, we've been pretty focused on managing that number, and while it's ticked up 100,000 or 200,000 shares, we've been pretty busy with transactions with Advisory and Weeden and Sandler and certainly, locked out of a certain window. So we're focused on managing that, and I think Tim, sort of, gives the right guidance. You can add 20% to that current number and that's a good share count number for next year.

[Operator]

[Operator Instructions] Your next question comes from the line of Mike Grondahl of Northland Securities.

[Mike Grondahl, analyst]

Congratulations, everyone.

[Debbra Schoneman, executive]

Thanks, Mike.

[Mike Grondahl, analyst]

First question. On the Advisory business, you, kind of, called out Q1 health care, Q2 energy, Q3 industrial, so it's really good to see that diversity. What does your gut tell you for Q4? I mean which group do you think is going to win?

[Chad Abraham, executive]

Yes. I think, Mike, I mean, we've gone pretty good visibility, obviously, on announced and signed deals. So health care is our largest business, and we've got some nice transactions expected for Q4. So my gut is health care. I think we really made that point relative to the fact that everybody knows health care is our largest business, but we've made some fantastic organic growth progress with both our industrials and consumer business.

[Mike Grondahl, analyst]

Great. Yes, it's good to see the diversity. Secondly, in fixed income, it seems like lower rates have been a nice, kind of, a little bit of a market tailwind. Can you just highlight that maybe, kind of, what you guys are also doing to take share other than just benefiting from a little bit of tailwinds out there?

[Debbra Schoneman, executive]

Yes. It's a great question, Mike, and I think the -- whether or not it's tailwinds, there's definitely been volatility in rates, which is something that we're managing. And I think the overall level of rates is really driving clients into the market and especially on the taxable side in particular, putting some money to work. And specifically to what we're doing, I would say, the primary thing that we've been focused on is just that: focus, focus on different client verticals and making sure that we're adding value in those, be it public entities, banks, money managers, RIAs and focusing both our analytics and the products that we are focused on in line with those client verticals.

[Mike Grondahl, analyst]

Got it. Then maybe lastly, one of the highlights of the Weeden deal was you guys would expand your distribution on equity deals and whatnot, whether they are IPOs or secondaries. Do you feel like you've had a handful of deals where that distribution is -- has come in and helped? Has it made a noticeable difference? Or what are you seeing there?

[Chad Abraham, executive]

Yes. Mike, I would say, it's still early days there. I can -- I definitely have a couple of anecdotes on specific -- couple of specific transactions. We're still pretty optimistic with that expanded account base. I think we also acknowledge that August and September, sort of, our first couple of months with these results was pretty slow on the ECM. So I don't want to overstate the revenue impact of that, but we are still -- we are selling that to clients. We do believe we have that expanded account base, and we do think it's going to benefit all of our clients. But it hasn't shown up quantifiably, yet.

[Operator]

There are no further questions. Mr. Abraham, I'll turn the call over to you for closing remarks.

[Chad Abraham, executive]

Okay. Thanks, operator. We believe that we are well positioned for a strong finish to the year. We very much look forward to updating you again in early 2020. Thanks, everybody. Have a great day.

[Operator]

This concludes today's conference call. You may now disconnect.