PIPER JAFFRAY. Moderator: Andrew Duff April 11, :00 am CT

Transcription

1 Page 1 This transcript is for informational purposes only and should not be construed as an offer to buy or sell any investment products. PIPER JAFFRAY April 11, :00 am CT Operator: Good morning ladies and gentlemen and welcome to the Piper Jaffray Company s Conference Call. During the question and answer session, securities industry professionals may ask questions of Management. The company has asked that I remind you of statements on this call that are not historical or current facts including statements about the least in expectations or forward-looking statements that involves current risk and uncertainty. Factors that could cause actual results to differ materially from those anticipated are identified in the company s report on the file with the FCC which are available on the Company s Website at and on the FCC Website at And now, I d like to turn the call over to Andrew Duff. Mr. Duff, you may begin your call. Thank you. Good morning everyone.

2 Page 2 We have some exciting news for Piper Jaffray this morning. I m going to walk through the transaction we announced and then (Sandy) will review financial performance. This announcement charts a new course for our firm. It does come with a range of emotions. We are separating a large part of our heritage and many partners that have contributed significantly to this company for many years. This is however, the right direction and clearly positions us for long-term success. Today s announcement is the culmination of a very comprehensive process. We believe the strategic direction ensures both Private Client Services with its new owner UBS and our Capital Markets have necessary resources both management and capital to achieve sustainable competitive performance. The reality is Private Client Services and Capital Markets have an increasingly diverging value propositions, strategies and synergies. We evaluated best opportunities for each segment concluded this transaction created the best result for clients, employees and shareholders. With this transaction, we will reallocate our resources to a Capital Markets billed out to derive improved performance and valued creation. Please turn to Slide 3.

3 Page 3 Let me speak to the key rationale for the divestiture which recognizes two distinct dynamics. From a Capital Market s perspective, a tremendous opportunity to build the leading middle market investment bank, leveraging our very strong investment banking franchise with additional resources. Conversely, Private Client is increasingly a scale business from many perspectives, products, training, technology, brand. Our own organic growth experience has essentially been the zero-sum-gained (sic) against natural attrition we believe at risk for further industry consolidation and ever growing expectations for additional high network products. This is a very valuable financial advisor franchise which is clearly a credit to our financial advisors and those who have supported them. We will redeploy the capital which is an opportunity to improve the profile of our business and the returns to our shareholders. Please turn to Slide 4. This comprehensive process leads us to today. We have entered into a definitive agreement with UBS to sell Private Client Services branch network. The transaction is structured as an asset sale. For consideration, we are receiving approximately $500 million in cash for the branch network plus potential for an additional cash consideration of up to $75 million depended on post-closing performance.

4 Page 4 In addition, approximately $300 million for the net branch network asset. Final cash consideration depends on net assets at the time of close, essentially $800 million to $875 million potentially. The sale results in an after-tax proceeds of $510 million and an after-tax book gain of approximately $170 million, net of a $55 million to $60 million pretax restructuring charge. The buyer will provide a retention program. We are expected to close early on the third quarter and this is subject to the customary regulatory approvals. Please turn to the next slide. Let me provide a brief overview of the transaction structure. UBS will purchase all customer accounts, branch office personnel, including branch managers and regional directors, all branch office facilities, including leases. We will be taking an estimated charge of $55 million to $60 million pretax to cover the cost associated with personnel occupancy in contract changes - charges. Please turn to the next slide. Let me comment on UBS, who is the world s leading wealth manager. With 140 years of experience in wealth management, $1.3 trillion in invested assets. In the US alone, nearly $600 billion in invested assets and $7500 financial advisors providing a full range of wealth management services from asset management to estate planning.

5 Page 5 Their open-product platform gives clients access to a wide variety of top quality products from third party providers that complement UBS s own strong proprietary platform. Our private clients will be very well served. Please turn. Let me return to our Capital Markets opportunity. Our intellectual capital and expertise have built a very strong base and competitive market position. We need to continue to evolve our model including additional products and markets to further enhance our position. We believe these additional resources will have a material, positive impact on the business and accelerate our growth initiatives. Please turn to the next slide and I will review our growth plans. Looking back to recent years, we have had a consistent strategy of adding products, individual expertise and new geographies. I would highlight a couple of examples, the significant expansion to our health care franchise in London last fall now allowing us domestic sales trading, research and banking in London. Our technology franchise has expanded into active China underwriting. All the while our public finance franchise continues to grow with additional products, more sophisticated derivatives and now a growing loan participation capability.

6 Page 6 Speaking more prospectively beginning with this year, same strategy with resources for more capital in tempts of expansion. Several initiatives are already underway. We added a six member restructuring team in February; we ve hired a new cohead of our big group in January and have begun additional senior hires for the team. And Ben May, who joined us last fall, is making additional hires in sales, trading and research to build out our high yielded structured product effort. Please turn. Let me turn to our redeployment plans, I think they can be simply covered with this sentence. Pay down, buy back and build out. We will start with the $360 million recapitalization. Under which we intend to repay our $180 million of subordinated debt and repurchase $180 million of common stock, some on an accelerated basis, some in the open market. That leaves $150 million to accelerate our existing growth initiatives. Please turn. Investment banking, our investment banking components continue to grow consistent with our growth strategy, as you can see here from 46% of our revenues to 56% in the last three years. Now (Sandy) will walk you through the financial pro forma P&L and balance sheet. (Sandy)? Slide 11 illustrates the pro forma impact of the transaction on the income statements using 2005 as actual results.

7 Page 7 The analysis shows fully diluted EPS accretion of approximately 15% as a result of the transaction, which reflects the significant value received for sale of the business relative to the amount of pretax income historically generated. Briefly walking through the adjustments, first we have removed the results of the Private Client Services segment as previously reported. Next we have deducted additional net interest related to the business being sold. This adjustment reflects a refinement of the estimated cost of funding customer margin loans. Then we have removed $2 million of expense related to cash awards granted to employees at the Private Client Services business. Finally, we assumed redeployment of the $510 million in after-tax proceeds from the transaction as of the beginning of the year, including interim usage of the $150 million in retained capital to pay down other short-term debt, resulting in interest savings of $4.4 million. Subordinated debt pay down of $180 million resulting in interest savings of $8.7 million. And finally, we have shown the impact of the $180 million Share Repurchase Program. At the average daily closing price of PJC stock for all of 2005, the company would have repurchased $5.2 million shares outstanding. The net result is that for 2005, the remaining business would have generated just under $435 million in net revenue and over $51 million in pretax operating process and shown an improved pretax margin of 11.8%.

8 Page 8 I d like to note that the impact of this transaction on 2006 or future results would be different than illustrated here, given among many other factors, the higher current level of interest rates and a higher current share price. Turning to Page 12. I d like to walk through the pro forma impact of the transaction on the balance sheet as of December 31, Generally, the analysis shows a balance sheet with less leverage and a higher tangible equity ratio, both providing a solid base from which to grow the Capital Market s business. Briefly walking through the adjustments of the balance sheet, the adjustment titled (PCF) Segment includes the following. First we have removed the net assets of the (PCF) business to be transferred to the buyer, which include customer loans and account balances and branch facilities. We have also recognized the after-tax proceeds from the transaction along with the net pay down of other liabilities related to the (PCF) business that will not be transferred to the buyer. And we have recognized the anticipated after-tax gain on the sale of the business of approximately $170 million net of restructuring charges. Finally, the next three adjustments reflect redeployment of the after-tax proceeds from the transaction, including the interim pay down of short-term debt, the pay down of subordinated debt and the reduction in shareholders equity arriving from the Share Repurchase Program.

9 Page 9 Turning to Slide 13, I d like to summarize some of the key financial metrics from the pro forma analysis. The remaining business shows an improved pretax margin of 11.8%. Fully diluted EPS shows 15% accretion due to the considerable value received for the business relative to its historical earnings contribution. We have deleveraged the balance sheet and increased our tangible equity ratio, well positioning the company for growth in our Capital Markets business. And finally, the return on average tangible common equity declined somewhat, as the retained capital of $150 million is only invested at over night borrowing rates in the analysis and has not yet been fully redeployed in the business. Turning to Page 14, I d like to introduce a new public company peer group primarily focused in the Capital Markets business; including Thomas Weisel Partners, SG Cowen and the Jaffray s group. Focusing first on pretax margin, as we saw in the previous slide, our pretax margin for 2005 improved as a result of the transaction. Also for 2005, our pro forma pretax margin was stronger than two of three competitors. Margin expansion is still required to reach top performance in the peer group. But we will now have the capital available to invest in higher margin and faster growing businesses.

10 Page 10 For 2005, our pro forma return on average tangible common equity dropped somewhat as a result of the transaction. Again, our return levels are stronger than two of the competitors with the goal of increasing returns as we more fully reinvest the capital in the business. And now, Andrew would like to make some closing comments. Thanks (Sandy). Today s announcement marks a transformation for Piper Jaffray. We are dedicating appropriate resources to manage this transition smoothly for our clients and our employees. We are excited and confident in our firm s direction to become the leading middle market investment bank, leveraging our leadership position in investment banking. I am very confident that this strategy positions Piper Jaffray for growth and improved profitability with enhanced shareholder returns. This completes our formal remarks and now we d be happy to take your questions. Operator: At this time, I d like to remind everyone, in order to ask a question, press star and the number 1 on your telephone keypad. Again, that s star and the number 1 to ask a question. We ll pause for just a moment to compile the Q & A roster. Your first question comes from Jonathan Casteleyn.

11 Page 11 Jonathan Casteleyn: Hi. Good morning. I m just looking at your earnings accretion scenario and if I did my calculations right, the 2005 average stock price was $34 per share. So today s market price of near $65, are we talking about half the incremental earnings accretion that you provided in the slides of 15%? Yes, as I pointed out, there s a couple of changes in the current environment. In addition to the one that you pointed out, there s also the fact that interest rates are quite a bit higher and so some of the, you know, interest adjustments would also be higher because of that. Jonathan Casteleyn: Okay. There are a couple of impacts and, as I stated, you know, this is supposed to illustrate the impact on 2005 and obviously the impact on 2006 and forward future periods are dependent on a lot of factors, you know, that are in current environment. Jonathan Casteleyn: Right. Okay. And then if I look at the Capital Markets pretax margin last quarter, I think it was roughly 19.3%, can you talk about the corporate support and other that brings that blended average on your pro forma to, like, 11.8%? Can you tell us, you know, what exactly is diluting that pretax margin? Well you do see it in the corporate support and other line. Jonathan Casteleyn: Right. If you remember that we ve been pretty pure in allocating all costs out to the two business lines and anything left in corporate support and other are public company costs and the cost of the sub debt. So

12 Page 12 Jonathan Casteleyn: Okay. I just wondering why this is a big gap down in your last quarterly report of, you know, pretax says 19.3% in the Capital Markets versus your pro forma, your forward-looking blend for the rest of the business of 11.8%? Yes. But one thing to remember, Jonathan, is that, this is 2005 and we had a number one of restructuring charge in 2005 is included in these numbers. Jonathan Casteleyn: Okay. And in addition to that, we had relatively week results in the first quarter so that s bringing down the overall year relative to what you saw on the run right in the third and fourth quarters. Jonathan Casteleyn: Understood. Okay. And then lastly, on the additional $300 million in net assets with the Private Client brokerage, I think UBS put it as client loans, a portfolio of client loans, what exactly is that pay out there? It yes, that primarily relates to customer margin loans that are collateralized. Jonathan Casteleyn: Okay. And those are related to loans made to clients of (PTS) business. Jonathan Casteleyn: Okay. So you re getting you re basically getting that back then. Because you ve extended them and now UBS is taking on that asset. Yes. We re selling those assets as a part of the transaction.

13 Page 13 Jonathan Casteleyn: Got it. Okay. Thank you. Operator: Your next question comes from Steven Scinicariello. Steven Scinicariello: Hi. First of all, I just wanted to congratulate you on this excellent transaction. Thank you. Steven Scinicariello: And my question goes to, you know, pro forma, you re going to have a 37% tangible equity ratio. I mean, you know, Jaffray s is at 7% and, you know, even if after you deploy that $150 million, I think you re still in the upper teens so it still seems like a lot of excess capital for you guys to deploy at much higher returns than we ve seen in the past, so I d love for you to elaborate on some of the areas. And I know you ve got the slide on Page 9 but I d love to hear, you know, a little bit more about, you know, the types of areas you re looking at and, you know, the acquisitions, the sizes, the areas, how accretive you think some of these things should be. I mean, you re adding $9 in book value and you still have a lot of excess capital to deploy so I d love to hear more. Okay. I d point you back to where you identified our growth strategies have consistently outnumber qualities, which is additional products or existing clients and we ve got a strong record in doing that, adding now our

14 Page 14 restructuring capability would be a good example that we ve just achieved here in the first quarter. Entering new geography, that was a material expansion in London, we now look to the continent as an opportunity. We re trying to create a physical presence in Asia that could further capture what s already some increasingly significant underwriting with Chinese issuance. Additional teams, human capital in our industry verticals, we would contemplate potentially an additional vertical over time. We ve also spoken to a couple of other areas in the past year, one is the ability to return to the asset management business. We think that s consistent with our strategy institutionally focused, differentiated in proprietary products it, would help diversify our business mix and extend our corporate client relationships and from a financial perspective, it s got very attractive attributes of stable and high margin. Those would be some I would point to. Steven Scinicariello: Okay. And then, you know, you pro forma 37% tangible equity, I mean even after, you know, assume that you redeploy that $150 million, you re still, you know, I think close to 20%. I mean, where do you think is the right target tangible equity ratio for your business?

15 Page 15 Like I said, I mean you re well in excess of your peers, where do you think, you know, you should, kind of manage this to? Yes. We, you know, obviously we announced a significant share repurchase program as part of this deal so, we are returning a significant portion of the proceeds to shareholders. But in addition to that, as Andrew mentioned, we feel like we have a lot of opportunities for growth and we want to redeploy that capital. We have the opportunity, I think, to releverage the balance sheet, if we are - as we are looking at acquisitions etcetera. So we feel that we ve got a tremendous opportunity to reinvest that capital. Steven Scinicariello: I totally agree. Thanks very much. Operator: Your next question comes from Lauren Smith. I have a couple questions. One just back on the share buyback We lost you, Lauren. of $180 million, I kind of come up with that would be, sort of earnings neutral. Lauren, we lost most of that. Could you ask again please? Is this better?

16 Page 16 Yes. Okay. Just back on the share counts or share buy back, pardon me, I kind of come up with, if you were to buy back all $180 million today then the pro forma s kind of neutral. Does that kind of Well, you know Lauren, there s so many different assumptions that go into that, including, you know, interest rates are at a higher level, you re right the share prices change, the two businesses may perform differently in 2006 going forward than they did in So there are many factors that go into that. We, long-term, believe this is going to be accretive to earnings and so, you know, as I said there s just so many different assumptions you have to make in order to calculate that for a future period. Sure. Sure. No, understood. If I m sure you kind of ran through the various scenarios, given that the stock prices are considerably higher today than it was in So, kind of running a worst case scenario, how long would it take, you think, to be accretive? I guess, you know, we don t give future earnings guidance which would need to be a part of that calculation and, you know, it s - that s consistent with how others in the industry operate and we re not intending to give future guidance for - on earnings. So Okay.

17 Page 17 But again, long-term we re expecting this to be accretive and as which side, 2005 it was. Sure. Okay. Is there the possibility, you know, given this earlier gentlemen s point, you know, you have a lot of capital, you certainly identified several areas in products that where you could redeploy, could you possibly would you consider buying back more stock than $180 million? At this point, we re not planning that. We feel like we have good opportunities to reinvest in the business, Andrew outlined what some of those are, and we feel like we re giving considerable return to the shareholders with the $180 million program that we ve announced. Okay. Okay. Then the other thing I wanted to ask was oh, with respect to the charge, should we be thinking about that hitting in 2Q? So, I mean what we re thinking I mean obviously it not an operating number, but I m just trying to will you take the charge and (unintelligible)? Right. You brought up a good point, just to point out, now that we ve announced this transaction, beginning in second quarter the results of the Private Client business will show in discontinued operations. And the majority of the gain on the sale will be, obviously recorded when the transaction closes, but we may begin to incur some of the restructuring charges ahead of that.

18 Page 18 Okay. Okay. And you did say earlier third quarter, correct? Roughly at this time? Correct. We expect the transaction to close early in the third quarter. Okay. And then the performance part of the consideration, the additional potential for $70 million after the sale closes, you know, I understand it s performance based and the like, but, you know, sort of what over - what time frame is that being identified? I mean is it, you know, one, two, three years? Is there any parameters around that? No, it s on a it s $75 million, Lauren. And it s comes on the heels of a successful conversion - post conversion, which we d estimate will be another three to four months after the close. Okay. So it s a pretty short time frame within which you could get that $75 million? Correct. Okay.

19 Page 19 I oh! Just, I guess, just one last question and, you know, maybe it s sort of more, you know, a bigger picture but when I think about your public finance business, which is a meaningful business for Piper Jaffray, not having retail distribution, how do you think that could impact the growth outlook for that business? Actually we don t think it has a material impact. The reality today is that the vast, vast majority of all public finance issuance is bought by institutions now. Many of them get mutual funds, repackage it and it s brought back to the Private Client market. Additionally there are now, as we ve actually talked about in our own performance, highly developed ECNs that make, virtually, everybody s inventory available on the desktops of all our advisors, our advisors have access to ECN, where today they see essentially, everyone s inventory, not just Piper Jaffray s, so that continues. And lastly, we intend to have a discussion around a distribution agreement with UBS. Okay. Okay, great. No, that s very helpful. And then just lastly, just on the goodwill write down. I mean, was there I guess why that number specifically? I don t know if this is a stupid question but, you know, I thought most of that goodwill that was, you know, put back towards the USB s been, you know, I thought more of that would have been related to Private Clients? Or is that

20 Page 20 Yes. The goodwill was not adjusted as a result of the spin off from US Bancorp and we have disclosed in the footnotes of the financial statement, the amount of goodwill that is assigned to each of our business s Private Client in Capital Markets. What you re seeing here is, because we disposed of the Private Client business, you essentially write off the goodwill. The write-off of that goodwill is included in the net, after-tax gain that we ve estimated at $170 million, that is also net of restructuring charges as well. Okay. Okay. Yes just as going forward, you still carry it, you know, relative of a pretty big chunk of goodwill Yes, it s the goodwill associated with the Capital Markets business. Okay. Terrific. Thanks very much and congratulations! Thank you. Operator: Your next question comes from David Trone. David Trone: Good morning. I had a question about your general sense of the $150 million in redeployment, what kind of time frame are we talking about? Just generally give us some color on that. And then of all the growth initiatives that you list, what are some of the, kind of earlier stage investments that you ll make and which ones could potentially have the, you know, biggest impact?

21 Page 21 I think I turn back to some of my earlier comments that we consistently used to strategy of additional products, new markets and additional personnel and we re active in all of those areas and I think it s, you just even looked at the last couple of quarters, they re indicative of what we think we could continue to do, have refer to the asset management business. From a prospective time frame, we re focused on this, we re well-resourced now, it s receiving all of Management s attention, now having the single business line. And we expect to be able to talk to you about it on a quarterly basis and don t think that specific time frame s available at this point. David Trone: Okay. So, well let me just say this, the $150 million a year from now, it s fully invested, is that a fair estimate? Six months? I m not sure we d get all the way there but we intend to we re hard at work at that already. David Trone: Okay. Any interest in ranking for some of these things, credit products, you know, the advisory, in terms of what could be the easiest? What I d say to that is, we really are focused on a number of them and I think being able to predict precisely the timing is difficult, you refer to the Credit JV, we ve been hard at work for an extended period of time. Just trying to get to what we believe would be ultimately the absolute right partner. And some of these take longer than you might anticipate and I think

22 Page 22 it s worth the time and effort to make sure you end up in the exact right place. And others might come together more naturally, quickly. So I think it s hard, you know, we ve highlighted the - sort of the top three or four, we re active on them all. When each would sequence out, would be very hard for me to predict. David Trone: So some opportunistic aspects of it, in terms of people that are available, JVs that might be available and Well exactly and then, not just opportunistic, we re being very proactive but it takes time to find the right partner. Those that have experience in JVs, I mean, you got to get the right partner. David Trone: Okay. Something on paper doesn t work. David Trone: I may of missed it at some point or even in this call but expanding the UK and European presence and Asia, any specific products or that you re focused on there? Well it would likely be sticking in our verticals, the foreign industry verticals and being able to leverage that to additional, either corporate clients that fit those verticals or investors. And that s precisely what we ve done with success in England and believe that we have that same opportunity in the continent and again our underwriting activity in China is pretty substantial and think that we could enhance that by a physical presence.

23 Page 23 David Trone: Okay, great. Well, it looks like a great transaction and congratulations. Thank you very much. Operator: There are no further questions at this time. Thank you all. Call on short notice, we appreciate the attention and look forward to communicating with you shortly. We ve got our quarterly call a week from tomorrow, we will talk to you then. Thank you. Operator: This concludes today s teleconference. You may now disconnect. END