UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(No fee required)
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For the Fiscal Year Ended December 31, 2008
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(No fee required)
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For the transition period from
to
Commission File No. 001-31720
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
PIPER JAFFRAY COMPANIES RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
PIPER JAFFRAY COMPANIES
800 Nicollet Mall, Suite 800
Minneapolis, MN 55402
Piper Jaffray Companies Retirement Plan
Financial Statements and Supplemental Schedule
Contents
2
Report of Independent Registered Public Accounting Firm
The Plan Administrator and Participants
Piper Jaffray Companies Retirement Plan
We have audited the accompanying statements of net assets available for benefits of the Piper
Jaffray Companies Retirement Plan (the Plan) as of December 31, 2008 and 2007, and the related
statements of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2008 and 2007, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2008, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 25, 2009
3
Piper Jaffray Companies Retirement Plan
Statements of Net Assets Available for Benefits
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December 31,
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December 31,
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(Dollars in thousands)
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2008
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2007
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Assets
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Investments, at fair value:
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Mutual funds
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$
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63,785
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$
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99,276
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Common/collective trust
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8,072
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9,132
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Piper Jaffray Companies Stock Fund
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7,597
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8,300
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Participant loans
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1,280
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1,139
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Total investments
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80,734
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117,847
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Cash and cash equivalents
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48
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3
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Receivables:
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Mutual fund rebate receivable
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109
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157
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Employee contributions receivable
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128
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Employer contributions receivable
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3,757
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3,704
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Total receivables
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3,994
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3,861
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Liabilities
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Payables:
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Trade activity pending
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(149
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)
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Total payables
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(149
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)
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Net assets available for benefits at fair value
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84,627
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121,711
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Adjustment from fair value to contract value for interest in
collective trust relating to fully benefit-responsive
investment contracts
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452
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104
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Net assets available for benefits
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$
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85,079
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$
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121,815
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See Notes to Financial Statements
4
Piper Jaffray Companies Retirement Plan
Statements of Changes in Net Assets Available for Benefits
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For the Year Ended December 31,
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(Dollars in thousands)
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2008
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2007
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Additions:
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Investment income:
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Net depreciation in fair value of investments
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$
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(34,557
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)
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$
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(1,154
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)
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Interest and dividends
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1,793
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7,080
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Mutual fund rebates
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267
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353
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Total investment income/(loss)
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(32,497
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)
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6,279
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Contributions:
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Employer noncash
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3,757
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3,704
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Participants
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9,773
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9,793
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Rollovers and transfers in
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856
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1,478
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Total contributions
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14,386
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14,975
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Deductions:
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Participant withdrawals
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(18,150
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(32,922
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Administrative fees
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(326
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(295
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Trade activity pending
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(149
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Total deductions
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(18,625
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(33,217
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Net decrease in net assets available for benefits
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(36,736
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)
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(11,963
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Net assets available for benefits, beginning of year
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121,815
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133,778
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Net assets available for benefits, end of year
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$
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85,079
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$
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121,815
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See Notes to Financial Statements
5
Piper Jaffray Companies Retirement Plan
Notes to Financial Statements
1. Description of the Plan
General
The Piper Jaffray Companies Retirement Plan (the Plan) is a contributory defined
contribution plan covering employees of Piper Jaffray Companies (the Company). The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
following provides only general terms of the Plan. A complete description of the Plan is available
from the Company.
Contributions
Beginning the first of the month subsequent to commencement of employment, participants may
contribute between 1 and 50 percent of their recognized compensation, as defined in the Plan, for
each pay period up to an annual maximum of $15,500 for 2008. In addition, participants who have
attained age 50 before the end of the Plan year are eligible to make catch-up contributions through
payroll deductions to an annual maximum of $5,000 in 2008.
Participants may also contribute amounts representing distributions from other qualified
defined benefit or defined contribution plans.
The Company matches 100 percent of the first six percent of recognized compensation
contributed by the participant up to the Social Security taxable wage base of $102,000 for 2008
(Matching Contribution). Participants are eligible for the Companys Matching Contribution
beginning on the January 1 subsequent to the commencement of a participants employment. The
Matching Contribution is generally paid following the end of the Plan year and participants must be
employed on the date of payment to receive the Company Matching Contribution.
Prior to 2007 amounts were contributed on behalf of eligible participants, at the option of
the Companys management and Board of Directors (Profit Sharing Contribution). Effective January
1, 2007, the Plan was amended to eliminate the Profit Sharing Contribution component going forward.
Vesting
Participants are immediately vested in their contributions made to the Plan from their
recognized compensation and the earnings thereon. In addition, participants are immediately vested
in the Companys Matching Contribution and earnings thereon. Vesting in the Companys Profit
Sharing Contribution and earnings thereon is based on years of continued services. A participant is
100 percent vested in their Profit Sharing Contribution after five years of service from the date
of entrance into the Plan, with at least 1,000 hours of service in each Plan year. Additionally,
participants become 100 percent vested in Profit Sharing Contributions when they reach age 59
1
/
2
or
terminate employment as a result of becoming totally or permanently disabled or death.
Participant Accounts
Separate accounts are maintained for each participant whereby the participants account is
credited with the participants contributions and allocations of (a) the Companys contributions
and (b) plan earnings. Allocations are based on participant earnings or account balances, as
defined.
Forfeited account balances of terminated participants nonvested accounts are used to first
reinstate the accounts of rehired participants. If a participant returns to the Company and
completes a year of vesting service before the participant has five consecutive one-year breaks in
service, the forfeited amount will be reinstated to the participants account at the end of that
year. At December 31, 2008, forfeited nonvested accounts totaled $148,412.
6
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the
lesser of $50,000 or 50 percent of their account balance. Loan terms range up to 5 years or up to
15 years if the loan is used towards the purchase of a primary residence. The loans are secured by
the balance in the participants account and bear a fixed interest rate of one percent over the
prime rate for the business day preceding the date the loan is granted. Principal and interest are
paid ratably through semi-monthly payroll deductions. Participants who terminate employment with
outstanding loan balances have 90 days from the last day of their employment to pay the balance of
their loan in full. Loans not repaid within that timeframe will be reported as taxable
distributions.
Benefits
After reaching the age of 59 1/2, a participant may elect to withdraw all or a portion of the
value of their account without penalty. Hardship withdrawals by actively employed participants
before the age of 59 1/2 are permitted for pre-tax contributions, only after meeting specified
criteria, as defined in the Plan. Actively employed participants prior to the age of 59 1/2 can
also elect to withdraw all or a portion of the rollover contributions or transferred contributions
made to the Plan. Although hardship and rollover withdrawals are allowed, a participant may be
subject to a 10 percent federal penalty tax.
If a participants employment ends for reasons other than total or permanent disability or
death and the balance is less than $1,000, a distribution made before the age of 59 1/2 must be
paid to the participant in the form of a lump-sum payment or direct rollover. If the participants
balance exceeds $1,000, payment will not be made before age 70 1/2 without prior consent. The
following options of distribution are available: lump-sum distribution, direct rollover, partial
distribution or installment distribution (available only if participants balance exceeds $5,000).
Upon death, the balance in the participants account is paid to the designated beneficiary in one
of the above mentioned distribution options.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting in
conformity with U.S. generally accepted accounting principles.
New Accounting Pronouncement
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines
fair value, establishes a framework for measuring fair value and expands disclosures regarding fair
value measurements. SFAS 157 does not require any new fair value measurements, but its application
may, for some entities, change current practice. Changes to current practice stem from the revised
definition of fair value and the application of this definition within the framework established by
SFAS 157. SFAS 157 was effective for the Company beginning January 1, 2008. The adoption of
SFAS 157 did not have a material affect on the Plans financial statements.
As a result of the adoption of SFAS 157, the Plan classified its investments as of December
31, 2008, based upon an established fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level I measurement) and the
lowest priority to unobservable inputs (Level III measurements). The hierarchy is broken down as
follows into three levels based on the transparency of inputs used in the fair value measurement of
the financial assets.
Level I Unadjusted quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or liabilities;
Level II Pricing inputs are other than quoted prices in active markets, which are either
directly or indirectly observable as of the report date:
Level III Prices or valuations that require inputs that are both significant to the fair
value measurement and unobservable.
7
A financial instruments level within the fair value hierarchy is based on the lowest level of
any input that is significant to the fair value measurement.
Valuation of Investment Contracts
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP
94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare
and Pension Plans
(the FSP), investment contracts (including contracts underlying other
investments) held by a defined contribution plan are required to be reported at fair value.
However, contract value is the relevant measurement attribute for that portion of the net assets
available for benefits of a defined contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would receive if they were
to initiate permitted transactions under the terms of the plan. As required by the FSP, the
statements of net assets available for benefits present the fair value of the investment contract
as well as the adjustment of the fully benefit-responsive investment contracts from fair value to
contract value. The statements of changes in net assets available for benefits are prepared on
contract value basis.
Valuation of Investments and Income Recognition
The Plans investments in mutual funds and the Piper Jaffray Companies Stock Fund are stated
at fair value. Quoted market/redemption prices are used to value investments. Participant loans are
valued at their outstanding balances which approximate fair value. The Plans investment in a
common/collective trust consists of a fund that invests in guaranteed investment contracts.
The investment in the common/collective trust is stated at fair value with an adjustment to
contract value in accordance with FSP AAG INV-1. Fair value is calculated by discounting the
related cash flows based on current yields of similar instruments with comparable durations.
Contract value is equal to principle balance plus accrued interest.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of the financial statements in conformity with United States generally
accepted accounting principles requires the use of estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.
3. Investments
The Retirement Investment Committee oversees the Plan and Trust Agreement. It has the
authority to make investment recommendations, such as the replacement of a fund due to the funds
performance, and has the fiduciary responsibility to ensure the Plan is acting in the best interest
of the participants.
The following table presents the net appreciation/(depreciation) in fair value of investments
held by the Plan at December 31:
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(Dollars in thousands)
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2008
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2007
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Mutual funds
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$
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(32,378
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)
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$
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1,533
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Common/collective trust
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285
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344
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Piper Jaffray Companies Stock Fund
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(2,464
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)
|
|
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(3,031
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)
|
|
|
|
|
|
|
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Net depreciation in fair value of investments
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$
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(34,557
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)
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$
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(1,154
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)
|
|
|
|
|
|
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8
The fair value of individual investments that represent 5 percent or more of the Plans net
assets available for benefits at December 31 are as follows:
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(Dollars in thousands)
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2008
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2007
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Allianz NFJ Sm Cap Value Fund
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|
$
|
8,852
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|
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$
|
13,115
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American Europacific Growth Fund R5
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|
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7,680
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|
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|
***
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American Growth Fund of America R5
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|
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9,019
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|
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|
***
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Baron Growth Fund
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|
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4,966
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|
|
|
8,684
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|
Europacific Growth Fund R4
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***
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|
|
|
14,280
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First American Stable Asset Select Fund
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***
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|
|
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9,132
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Growth Fund of America R4
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***
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|
|
|
15,065
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|
Oppenheimer Value Y
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|
|
4,887
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|
|
|
***
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PIMCO Total Return Fund
|
|
|
10,292
|
|
|
|
9,135
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|
Piper Jaffray Companies Stock Fund
|
|
|
7,597
|
|
|
|
8,300
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|
Van Kampen Comstock Fund A
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|
***
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|
|
|
8,826
|
|
Vanguard Institutional Index Fund
|
|
|
***
|
|
|
|
9,759
|
|
Wells Fargo Stable Return Fund
|
|
|
8,072
|
|
|
|
***
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Wells Fargo S&P 500
|
|
|
6,037
|
|
|
|
***
|
|
|
|
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***
|
|
Investment was less than 5 percent of the net assets available for benefits
|
4. Investment in Common/Collective Trust
The Plan invests in the Wells Fargo Stable Return Fund N4 (Stable Return Fund), which holds
benefit-responsive investment contracts. Stable Return Fund units held by the Plan represent an
undivided proportionate interest in all of the assets and liabilities of the Stable Return Fund.
The net asset value of each unit is determined daily, and reflects all earnings, expenses, gains
and losses in the Stable Return Fund. Income on the Stable Return Funds investments are
automatically reinvested and reflected in the net asset value of each unit. The Stable Return Fund
is reported at fair value with an adjustment to contract value on the statements of net assets
available for benefits.
5. Fair Value Measurements
The following table summarizes by level within the fair value hierarchy the Plans investment
assets as of December 31, 2008. As required by SFAS 157, assets are classified in their entirety
based on the lowest level of input that is significant to the fair value measurement.
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|
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Investment Assets at Fair Value at December 31, 2008
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(Dollars in thousands)
|
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Level I
|
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Level II
|
|
|
Level III
|
|
|
Total
|
|
Mutual funds
|
|
$
|
63,785
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
63,785
|
|
Common/collective trust
|
|
|
|
|
|
|
8,072
|
|
|
|
|
|
|
|
8,072
|
|
Piper Jaffray Companies Stock Fund
|
|
|
7,597
|
|
|
|
|
|
|
|
|
|
|
|
7,597
|
|
Participant loans
|
|
|
|
|
|
|
|
|
|
|
1,280
|
|
|
|
1,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment assets
|
|
$
|
71,382
|
|
|
$
|
8,072
|
|
|
$
|
1,280
|
|
|
$
|
80,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment assets at fair value classified within Level III were $1.3 million as of
December 31, 2008, which consists of participant loans, which are valued at outstanding balances
which approximates fair value. Such amounts were 1.6 percent of total investment assets on the
statements of net assets available for benefits at fair value as of December 31, 2008.
9
The following table summarizes the changes in fair value carrying values associated with Level
III assets for the year ended December 31, 2008:
|
|
|
|
|
Balance at December 31, 2007
|
|
$
|
1,139
|
|
Issuances/(settlements), net
|
|
|
141
|
|
|
|
|
|
Balance at December 31, 2008
|
|
$
|
1,280
|
|
|
|
|
|
6. Income Tax Status
The plan received a determination letter from the Internal Revenue Service dated October 30,
2007, stating that the Plan is qualified under section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the
Internal Revenue Service, the Plan was amended. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its qualification. The Plan
administrator believes the Plan is designed and is currently being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
7. Risks and Uncertainties
The mutual funds of the Plan invest in various investment securities. Investment securities
are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of
risk associated with certain investment securities, it is at least reasonably possible that changes
in the values of investment securities could occur in the near term and that such changes could
materially affect participants account balances and the amounts reported in the statements of net
assets available for benefits and the statements of changes in net assets available for benefits.
8. Related Party Transactions
The Plan has invested in the Piper Jaffray Companies Stock Fund, which primarily invests in
shares of the Companys common stock. As of December 31, 2008, the Plans investment in the Piper
Jaffray Companies Stock Fund was comprised primarily of 191,071 shares of Piper Jaffray Companies
common stock with a fair market value of $7,596,983. The Plan made purchases and sales of the
Companys common stock of $1,176,179 and $2,931,594, respectively, during the year ended December
31, 2008.
On February 1, 2009, the Company made a contribution of shares of the Companys common stock
to the Plan in an amount equal to $3,756,781. The contribution represented the Companys Matching
Contribution for the year ended December 31, 2008.
9. Administrative Expenses
Except to the extent paid by the Company, all expenses of the Plan, with the exception of loan
processing fees, are paid by the Plan as a deduction from its mutual fund rebates received. The
Plan receives mutual fund rebates related to its investments in
mutual funds. The rebates, net of Plan expenses paid by the Plan, are allocated to Plan participants
accounts. Loan processing fees of the Plan are paid out of the account of the participant
requesting the loan. The Company paid legal and audit fees related to the Plan during 2008 and
2007.
10. Plan Termination
The Company has the right to terminate the Plan at any time subject to the provisions set
forth in ERISA. In the event of a complete or partial termination of the Plan or a permanent
discontinuation of contributions to the Plan, each affected participant will become fully vested in
their Profit Sharing Contribution regardless of length of service.
10
11. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial
statements to Form 5500 at December 31:
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
2008
|
|
|
2007
|
|
Net assets available for benefits per the financial statements
|
|
$
|
85,079
|
|
|
$
|
121,815
|
|
Distributions payable
|
|
|
(154
|
)
|
|
|
(74
|
)
|
Adjustment of common/collective trust to fair value
|
|
|
(452
|
)
|
|
|
(104
|
)
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500
|
|
$
|
84,473
|
|
|
$
|
121,637
|
|
|
|
|
|
|
|
|
11
Supplemental Schedule
Piper Jaffray Companies Retirement Plan
EIN: 30-0168701
Plan: 001
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market
|
|
Description
|
|
Shares/Units
|
|
|
Value
|
|
Common/Collective Trusts:
|
|
|
|
|
|
|
|
|
Wells Fargo Stable Return Fund
|
|
197,077 shares
|
|
$
|
8,071,922
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds:
|
|
|
|
|
|
|
|
|
Am Funds US Gov. Sec. R5
|
|
147,001 shares
|
|
|
2,080,066
|
|
Am Funds High Income R5
|
|
70,916 shares
|
|
|
553,851
|
|
PIMCO Total Return Fund
|
|
1,015,016 shares
|
|
|
10,292,267
|
|
Allianz NFJ Sm Cap Value Fund
|
|
464,657 shares
|
|
|
8,851,720
|
|
American Europacific Growth Fund R5
|
|
274,785 shares
|
|
|
7,680,252
|
|
American Growth Fund of America R5
|
|
441,227 shares
|
|
|
9,018,682
|
|
American Investment Company of America R5
|
|
52,900 shares
|
|
|
1,108,248
|
|
Baron Growth Fund
|
|
161,172 shares
|
|
|
4,965,706
|
|
Davis NY Venture Fund Y
|
|
136,969 shares
|
|
|
3,266,699
|
|
Neuberger & Berman Equity Fund
|
|
41 shares
|
|
|
657
|
|
Oppenheimer Developing Markets Y
|
|
172,537 shares
|
|
|
2,710,554
|
|
Oppenheimer Value Y
|
|
330,011 shares
|
|
|
4,887,461
|
|
Russell Real Estate Securities
|
|
30,213 shares
|
|
|
729,952
|
|
Vanguard Global Equity Fund
|
|
132,952 shares
|
|
|
1,602,077
|
|
Wells Fargo
S&P 500
|
|
199,123 shares
|
|
|
6,037,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,785,613
|
|
|
|
|
|
|
|
|
|
|
Stock Fund:
|
|
|
|
|
|
|
|
|
Piper Jaffray Companies Stock Fund *
|
|
191,071 units
|
|
|
7,596,983
|
|
|
|
|
|
|
|
|
|
|
Participant loans (interest rate range: 4.0-9.5%,
maturity date range: 1/31/2009-9/30/2023)
|
|
|
|
|
|
|
1,279,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets held at end of year
|
|
|
|
|
|
$
|
80,734,304
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Indicates a party-in-interest to the Plan
|
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Piper Jaffray Companies
has duly caused this annual report to be signed on behalf of the Piper Jaffray Companies Retirement
Plan by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
PIPER JAFFRAY COMPANIES RETIREMENT PLAN
|
|
|
|
|
By: Piper Jaffray Companies, Administrator
|
|
|
|
|
|
|
|
|
|
/s/ Anne M. Johnson
Anne M. Johnson
|
|
|
|
|
Head of Human Resources
|
|
|
Dated: June 25, 2009
13
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
|
Method of
|
Number
|
|
Description
|
|
Filing
|
23.1
|
|
Consent of Independent Registered Public
Accounting Firm
|
|
Filed herewith
|
14
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