8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

January 28, 2004
Date of report (Date of earliest event reported)

PIPER JAFFRAY COMPANIES
(Exact Name of Registrant as Specified in its Charter)

Delaware	1-31720	30-0168701
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Nicollet Mall, Suite 800 Minneapolis, Minnesota	55402
(Address of Principal Executive Offices)	(Zip Code)

(612) 303-6000
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
EX-99 Press Release

Item 7. Financial Statements and Exhibits.

     (c)  Exhibit

99 Press Release dated January 28, 2004

Item 12. Results of Operations and Financial Condition.

     On January 28, 2004, Piper Jaffray Companies (the “Company”) reported its financial results for its fourth fiscal quarter and its fiscal year ended December 31, 2003. See the Company’s press release dated January 28, 2004, which is furnished as Exhibit 99 hereto.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PIPER JAFFRAY COMPANIES
Date:	January 28, 2004	/s/ Sandra G. Sponem Sandra G. Sponem Chief Financial Officer

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EXHIBIT INDEX

No.	Description	Manner of Filing
99	Press Release dated January 28, 2004	Filed Electronically

EX-99 3 c82339exv99.htm EX-99 PRESS RELEASE

Exhibit 99

FOR IMMEDIATE RELEASE

Newly Independent Piper Jaffray Companies Announces
Full-Year and Fourth Quarter Results for Fiscal 2003

MINNEAPOLIS — Jan. 28, 2004 — Piper Jaffray Companies (NYSE: PJC) today announced net income of $26.0 million, or $1.35 per diluted share, for the year ended Dec. 31, 2003 compared to $0.1 million, or $.01 per diluted share, for full year 2002. Net revenue for 2003 was $786.7 million, a 7.9 percent increase over the $729.1 million in net revenue for 2002. This is the company’s first earnings report since completing its spin-off from U.S. Bancorp on Dec. 31, 2003.

For the fourth quarter ended Dec. 31, 2003, the company recorded a net loss of ($3.3) million, or ($.17) per diluted share, compared to net income of $16.0 million, or $.83 per diluted share, in the third quarter and a net loss of ($23.2) million, or ($1.21) per diluted share, in the year-ago period. Net revenue for the quarter was $201.8 million, a 4.2 percent decrease over the $210.7 million recorded in the prior quarter and a 12.5 percent increase over the $179.3 million recorded in the fourth quarter of 2002.

The fourth quarter and full year results for 2003 were impacted by a charge related to the spin-off from U.S. Bancorp. This $24.0 million pre-tax charge was for granting cash awards to employees primarily to replace value of options lost in connection with the company’s separation from U.S. Bancorp. The fourth quarter and full year results for 2002 included a $32.5 million pre-tax charge for settlement of regulatory matters related to equity research and its relationship to investment banking.

“We achieved improved financial performance for 2003, clearly a year of transition for our firm,” said Chairman and CEO Andrew S. Duff. “As a newly independent company we will continue to focus on growing revenue and improving our margins and productivity.”

Results of Operations

Net Revenues
Net revenues in 2003 increased 7.9 percent over the prior year, reflecting the improved economy and market performance during the last six months of the year. The increase in revenue was primarily due to strong fixed income sales and trading and increased equity underwriting activity.

Fourth quarter net revenue of $201.8 million represented a 4.2 percent decrease from the $210.7 million net revenue in the third quarter of 2003 and a 12.5 percent increase over the prior year period. The decline compared to the prior quarter was primarily due to fewer equity underwriting and merger and acquisitions transactions offset in part by increased commissions and fees.

Non-Interest Expenses
Total non-interest expenses for 2003 were $744.9 million, a 3.0 percent increase over 2002. Contributing to the increase in non-interest expenses for 2003 was higher incentive compensation resulting from increased operating profits, increased loan losses on certain forgivable employee loans and additional litigation-related expenses, offset in part by a reduction in merger and restructuring expenses.

For the quarter, non-interest expenses were $206.9 million, a 12.1 percent increase over the prior quarter and a 1.4 percent decrease from the fourth quarter of 2002. The increase over the prior quarter was due to the $24.0 million pre-tax charge for the cash award program, as well as a $4.0 million disposal of software related to the implementation of a new fixed income trading system.

Business Segment Review

Capital Markets
Our Capital Markets segment recorded $430.4 million in net revenue for 2003, a 14.4 percent increase over the prior year, while segment pre-tax operating income for the year increased 18.7 percent to $77.9 million. The net revenue increase was largely due to higher fixed income sales and trading and equity investment banking activity. Expenses were $352.4 million, which represented an increase of 13.5 percent over the 2002 level due primarily to higher variable compensation. Capital Markets improved full-year pre-tax operating margin to 18.1 percent from 17.5 percent from a year ago.

Private Client Services
Private Client Services had $352.1 million in net revenue for 2003, which was 1.4 percent below its 2002 net revenue. This decrease was primarily due to low private client interest in the equity markets in the first half, and financial advisor attrition, offset by an increase in activity in the second half of the year. Segment pre-tax operating income was $28.5 million, which was 4.7 percent below the 2002 full year results. Expenses were $323.6 million, which was 1.1 percent below 2002 expenses of $327.3 million due primarily to lower compensation costs. Private Client Services pre-tax operating margin was 8.1 percent, compared to 8.4 percent for 2002.

Corporate Support and Other
Corporate Support and Other pre-tax operating results improved by $5.0 million to a loss of ($36.7) million for 2003 due to lower write downs on private equity investments and lower sub-debt interest expense.

Additional Shareholder Information

	As of Dec. 31, 2003		As of Dec. 31, 2002
Full Time Employees:		2,991		3,227
Financial Advisors:		830		975
Assets Under Management:	$	50 billion	$	45 billion
Shareholders’ equity:	$	669,793,799	$	609,856,834
Book value per share:	$	34.64	$	31.81

Conference Call
The company will hold a conference call to discuss its fourth quarter and annual results for 2003. This call has been scheduled for Wednesday, Jan. 28, 2004 at 1 p.m. Eastern Time (12:00 noon Central Time). To access the call, please dial (800) 374-0255, or (706) 643-7489 international, and refer to conference ID 5104889 and the leader’s name, Jennifer Olson-Goude. Participants should dial in at least 15 minutes early to receive instructions. A replay of the conference call will be available through midnight Wednesday, Feb. 4, 2004 by calling (800) 642-1687 or (706) 645-9291 international.

Headquartered in Minneapolis, Piper Jaffray Companies is a focused securities firm dedicated to delivering superior financial advice, investment products and transaction execution within selected sectors of the financial services marketplace. The company operates through two

primary revenue-generating segments — Capital Markets and Private Client Services. Investment Research, an independent group reporting to the CEO, supports clients of both segments. The firm serves corporations, government and non-profit entities, and institutional investors on a national basis and serves the financial advisory needs of private individuals predominantly across the western half of the United States. The firm has over 2,900 employees in 123 offices in 23 states across the country and in London, England. For more information about Piper Jaffray, visit us online at www.piperjaffray.com.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, the future prospects of Piper Jaffray Companies. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following: (1) following our spin-off from U.S. Bancorp, we may experience increased costs resulting from decreased purchasing power and size compared to that provided by our association with U.S. Bancorp prior to the spin-off, (2) we will compete with U.S. Bancorp with respect to clients we both serviced prior to the spin-off and may not be able to retain these clients, (3) the continued ownership of U.S. Bancorp common stock and options by our executive officers and some of our directors will create, or will appear to create, conflicts of interest, (4) we have agreed to certain restrictions to preserve the tax treatment of the spin-off, which reduce our strategic and operating flexibility, (5) we have agreed to indemnify U.S. Bancorp for taxes and related losses resulting from any actions we take that cause the spin-off to fail to qualify as a tax-free transaction, (6) developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability, (7) we may not be able to compete successfully with other companies in the financial services industry, (8) our underwriting and market-making activities may place our capital at risk, (9) an inability to readily divest or transfer trading positions may result in financial losses to our business, (10) use of derivative instruments as part of our risk management techniques may place our capital at risk, while our risk management techniques themselves may not fully mitigate our market risk exposure, (11) an inability to access capital readily or on terms favorable to us could impair our ability to fund operations and could jeopardize our financial condition, (12) our data processing, financial and accounting systems are critical components of our operations and the failure of those systems may disrupt our business, cause financial loss and constrain our growth, (13) our business is subject to extensive regulation which limits our business activities, and a significant regulatory action against our company may have a material adverse financial effect or cause significant reputational harm, (14) regulatory capital requirements may adversely affect our ability to expand or maintain present levels of our business or impair our ability to meet our financial obligations, (15) our exposure to legal liability is significant, and could lead to substantial damages and restrictions on our business going forward, (16) we may suffer losses if our reputation is harmed, and (17) other factors identified in the “Risk Factors” section and elsewhere in our Registration Statement on Form 10 and in our subsequent reports filed with the SEC. These reports are available at our website at www.piperjaffray.com and at the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

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Piper Jaffray Companies
Preliminary Unaudited Results of Operations

			For the Year Ended
			December 31,
							Percent
(Dollars in thousands, except per share amounts)			2003		2002		Inc/(Dec)
Revenues:
	Commissions and fees		$	256,747	$	275,682		(6.9	)%
	Profits on principal transactions			215,191		171,957		25.1
	Investment banking			229,945		208,740		10.2
	Interest			45,276		59,685		(24.1	)
	Other income			59,082		47,303		24.9
		Total revenue		806,241		763,367		5.6
	Interest expense			19,511		34,315		(43.1	)
		Net revenue		786,730		729,052		7.9
Non-interest expenses:
	Compensation and benefits			482,397		449,329		7.4
	Occupancy and equipment			58,025		55,549		4.5
	Communications			37,599		36,316		3.5
	Floor brokerage and clearance			22,755		26,040		(12.6	)
	Marketing and business development			39,030		44,115		(11.5	)
	Outside services			34,219		32,717		4.6
	Cash award plan			24,000		—		N/M
	Regulatory settlement			—		32,500		N/M
	Merger and restructuring			—		7,976		N/M
	Royalty fee			3,911		7,482		(47.7	)
	Other operating expenses			42,960		31,067		38.3
		Total non-interest expenses		744,896		723,091		3.0
Income before income tax expense				41,834		5,961		601.8
Income tax expense				15,835		5,855		170.5
Net income			$	25,999	$	106		N/M
Earnings Per Common Share
	Basic		$	1.35	$	0.01		N/M
	Diluted		$	1.35	$	0.01		N/M
Weighted Average Shares Used in Computing Earnings per Common Share
	Basic			19,237		19,160		0.4	%
	Diluted			19,237		19,160		0.4	%

N/M — Not Meaningful

Piper Jaffray Companies
Preliminary Unaudited Results of Operations

			For the Three Months Ended								Percent Inc/(Dec)
			Dec. 31,			Sept. 30,		Dec. 31,			4Q03 vs.			4Q03 vs.
(Dollars in thousands, except per share amounts)			2003			2003		2002			3Q03			4Q02
Revenues:
	Commissions and fees		$	67,608		$	63,797	$	65,901			6.0	%		2.6	%
	Profits on principal transactions			53,065			51,592		46,456			2.9			14.2
	Investment banking			59,195			74,992		49,087			(21.1	)		20.6
	Interest			11,611			10,358		13,608			12.1			(14.7	)
	Other income			14,851			14,161		10,434			4.9			42.3
		Total revenue		206,330			214,900		185,486			(4.0	)		11.2
	Interest expense			4,532			4,225		6,179			7.3			(26.7	)
		Net revenue		201,798			210,675		179,307			(4.2	)		12.5
Non-interest expenses:
	Compensation and benefits			116,966			129,455		104,826			(9.6	)		11.6
	Occupancy and equipment			17,728			13,623		12,563			30.1			41.1
	Communications			10,015			9,100		8,454			10.1			18.5
	Floor brokerage and clearance			5,228			5,700		6,567			(8.3	)		(20.4	)
	Marketing and business development			11,746			8,576		9,739			37.0			20.6
	Outside services			11,426			8,133		9,584			40.5			19.2
	Cash award plan			24,000			—		—			N/M			N/M
	Regulatory settlement			—			—		32,500			N/M			N/M
	Merger and restructuring			—			—		6,485			N/M			N/M
	Royalty fee			804			1,128		1,818			(28.7	)		(55.8	)
	Other operating expenses			9,009			8,855		17,280			1.7			(47.9	)
		Total non-interest expenses		206,922			184,570		209,816			12.1			(1.4	)
Income (loss) before income tax expense (benefit)				(5,124	)		26,105		(30,509	)		N/M			N/M
Income tax expense (benefit)				(1,778	)		10,075		(7,284	)		N/M			N/M
Net income (loss)			$	(3,346	)	$	16,030	$	(23,225	)		N/M			N/M
Earnings Per Common Share
	Basic		$	(0.17	)	$	0.83	$	(1.21	)		N/M			N/M
	Diluted		$	(0.17	)	$	0.83	$	(1.21	)		N/M			N/M
Weighted Average Shares Used in Computing Earnings per Common Share
	Basic			19,273			19,260		19,162			0.1	%		0.6	%
	Diluted			19,273			19,260		19,162			0.1	%		0.6	%

N/M — Not Meaningful

Piper Jaffray Companies
Preliminary Segment Data (unaudited)

		For the Three Months Ended									For the Year Ended
		December 31,			September 30,			December 31,			December 31,			December 31,
(Dollars in thousands)		2003			2003			2002			2003			2002
Capital Markets
	Net revenue	$	110,739		$	121,644		$	96,246		$	430,355		$	376,074
	Operating expense		92,241			94,948			75,784			352,409			310,419
	Segment pre-tax operating income	$	18,498		$	26,696		$	20,462		$	77,946		$	65,655
	Segment pre-tax operating margin		16.7	%		21.9	%		21.3	%		18.1	%		17.5	%
Private Client Services
	Net revenue	$	88,821		$	88,367		$	83,088		$	352,113		$	357,155
	Operating expense		80,253			77,037			76,046			323,631			327,253
	Segment pre-tax operating income	$	8,568		$	11,330		$	7,042		$	28,482		$	29,902
	Segment pre-tax operating margin		9.6	%		12.8	%		8.5	%		8.1	%		8.4	%
Corporate Support and Other
	Net revenue	$	2,238		$	664		$	(27	)	$	4,262		$	(4,177	)
	Operating expense		9,624			11,457			17,183			40,945			37,461
	Segment pre-tax operating income (loss)	$	(7,386	)	$	(10,793	)	$	(17,210	)	$	(36,683	)	$	(41,638	)
	Segment pre-tax operating margin	NM			NM			NM			NM			NM
Reconciliation to total income (loss) before taxes:
	Total segment pre-tax operating income	$	19,680		$	27,233		$	10,294		$	69,745		$	53,919
	Royalty fee		804			1,128			1,818			3,911			7,482
	Merger and restructuring		—			—			6,485			—			7,976
	Regulatory settlement		—			—			32,500			—			32,500
	Cash award plan		24,000			—			—			24,000			—
	Total income (loss) before taxes	$	(5,124	)	$	26,105		$	(30,509	)	$	41,834		$	5,961
	Pre-tax operating margin		-2.5	%		12.4	%		-17.0	%		5.3	%		0.8	%

N/M — Not Meaningful

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