SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________________ to _________________
Commission file number 1-11123
NUVEEN INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3817266
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 917-7700
NO CHANGES
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.)
Yes [X] No [ ]
At May 4, 2005, there were 75,947,750 shares of the Company's Common
Stock outstanding, consisting of 60,124,534 shares of Class A Common Stock, $.01
par value, and 15,823,216 shares of Class B Common Stock, $.01 par value.
NUVEEN INVESTMENTS, INC.
TABLE OF CONTENTS
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited),
March 31, 2005 and December 31, 2004 3
Consolidated Statements of Income (Unaudited),
Three Months Ended March 31, 2005 and 2004 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Three Months Ended March 31, 2005 5
Consolidated Statements of Cash Flows (Unaudited),
Three Months Ended March 31, 2005 and 2004 6
Notes to Consolidated Financial Statements
(Unaudited) 7
ITEM 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 15
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk 25
ITEM 4.
Controls and Procedures 26
PART II. OTHER INFORMATION
Item 1 through Item 6 27
Signatures 30
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2005 2004
------------- ------------
ASSETS
Cash and cash equivalents $ 210,140 $ 209,360
Management and distribution fees receivable 50,485 50,902
Other receivables 17,937 18,754
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation
and amortization of $54,001 and $51,942, respectively 29,957 27,694
Investments 127,956 138,820
Goodwill 572,311 549,811
Other intangible assets, at cost less accumulated amortization of $16,566 and $15,293,
respective 52,125 53,398
Other assets 27,518 22,854
------------- ------------
$ 1,088,429 $ 1,071,593
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-Term Obligations:
Accounts payable $ 14,151 $ 14,429
Current taxes payable 23,362 4,255
Accrued compensation and other expenses 20,348 67,311
Other short-term liabilities 9,194 8,788
------------- ------------
Total Short-Term Obligations 67,055 94,783
------------- ------------
Long-Term Obligations:
Notes payable $ 304,729 $ 305,047
Deferred compensation 35,293 34,547
Deferred income tax liability, net 24,370 23,959
Other long-term liabilities 25,544 25,177
------------- ------------
Total Long-Term Obligations 389,936 388,730
------------- ------------
Total liabilities 456,991 483,513
Minority interest 1,833 2,602
Common stockholders' equity:
Class A Common stock, $.01 par value; 160,000,000 shares authorized; 476 476
47,586,266 shares issued
Class B Common stock, $.01 par value; 80,000,000 shares authorized; 733 733
73,325,214 shares issued
Additional paid-in capital 221,425 215,102
Retained earnings 896,609 854,549
Unamortized cost of restricted stock awards (21,587) (77)
Accumulated other comprehensive gain/(loss) (739) 892
------------- ------------
1,096,917 1,071,675
Less common stock held in treasury, at cost (26,792,457 and 28,006,208 shares,
respectively) (467,312) (486,197)
------------- ------------
Total common stockholders' equity 629,605 585,478
------------- ------------
$ 1,088,429 $ 1,071,593
============= ============
See accompanying notes to consolidated financial statements.
3
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended
MARCH 31,
-----------------------------
2005 2004
------------- -------------
Operating revenues:
Investment advisory fees from assets under management $ 131,209 $ 112,355
Product distribution 2,803 2,427
Performance fees/other revenue 856 4,912
------------- -------------
Total operating revenues 134,868 119,694
Operating expenses:
Compensation and benefits 43,038 36,651
Advertising and promotional costs 2,669 3,019
Occupancy and equipment costs 5,400 4,813
Amortization of intangible assets 1,273 1,299
Travel and entertainment 1,686 1,863
Outside and professional services 5,829 5,446
Other operating expenses 5,950 4,874
------------- -------------
Total operating expenses 65,845 57,965
Other income/(expense) 1,858 2,845
------------- -------------
Income before net interest and taxes 70,881 64,574
Net interest expense (989) (2,646)
------------- -------------
Income before taxes 69,892 61,928
Income taxes 26,699 24,051
------------- -------------
Net income $ 43,193 $ 37,877
============= =============
Average common and common equivalent shares outstanding:
Basic 93,757 92,867
============= =============
Diluted 98,913 96,305
============= =============
Earnings per common share:
Basic $ 0.46 $ 0.41
============= =============
Diluted $ 0.44 $ 0.39
============= =============
The Company began expensing the cost of stock options on April 1, 2004. All
historical information has been restated.
See accompanying notes to consolidated financial statements.
4
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
UNAUDITED
(IN THOUSANDS)
UNAMORTIZED ACCUMULATED
CLASS A CLASS B ADDITIONAL COST OF OTHER
COMMON COMMON PAID-IN RETAINED RESTRICTED COMPREHENSIVE TREASURY
STOCK STOCK CAPITAL EARNINGS STOCK AWARDS INCOME/(LOSS) STOCK TOTAL
-------- ------- ---------- -------- ------------ ------------- ---------- ----------
Balance at December 31, 2004 $ 476 $ 733 $ 215,102 $854,549 $ (77) $ 892 $ (486,197) $ 585,478
Net income 43,193 43,193
Cash dividends paid (16,883) (16,883)
Purchase of treasury stock (3,651) (3,651)
Compensation expense on options 3,918 3,918
Exercise of stock options (2,520) 3,230 12,493 13,203
Grant of restricted stock 12,520 (23,077) 10,557 -
Forfeit of restricted stock 514 (514) -
Amortization of restricted
stock awards 1,053 1,053
Tax effect of options exercised 4,925 4,925
Other comprehensive income (1,631) (1,631)
-------- ------- ---------- -------- ------------ ------------- ---------- ----------
Balance at March 31, 2005 $ 476 $ 733 $ 221,425 $896,609 $ (21,587) $ (739) $ (467,312) $ 629,605
======== ======= ========== ======== ============ ============= ========== ==========
Comprehensive Income (in 000s): 3 ME 3/31/05
- ------------------------------- ------------
Net income...................................................................... $ 43,193
Other comprehensive income:
Unrealized gains/(losses) on marketable equity securities, net of tax......... (2,291)
Reclassification adjustments for realized gains/(losses)...................... 589
Amortization of terminated cash flow hedge.................................... 71
--------
Subtotal: other comprehensive income (1,631)
--------
Comprehensive Income $ 41,562
========
Change in Shares Outstanding (in 000s): 3 ME 3/31/05
- ---------------------------------------- ------------
Shares outstanding at the beginning of the year................................. 92,905
Shares issued under stock option and other incentive plans...................... 1,324
Shares acquired................................................................. (97)
Forfeit of restricted stock..................................................... (13)
------
Shares outstanding at March 31, 2005............................................ 94,119
======
- ----------------
The Company began expensing the cost of stock options on April 1, 2004. All
historical information has been restated.
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31,
----------------------------
2005 2004
-------- --------
Cash flows from operating activities:
Net income $ 43,193 $ 37,877
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes 1,500 487
Depreciation of office property and equipment 2,060 1,914
Amortization of intangible assets 1,273 1,299
Amortization of debt related costs, net (247) (97)
Stock option expense 3,918 3,437
Net (increase) decrease in assets:
Management and distribution fees receivable 417 8,641
Other receivables 1,206 (4,939)
Other assets (4,664) (2,183)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (46,964) (30,947)
Deferred compensation 746 3,239
Accounts payable (277) 3,791
Current taxes payable 19,107 5,213
Other liabilities 2,180 274
Other 304 5,221
-------- --------
Net cash provided from operating activities 23,752 33,227
-------- --------
Cash flows from financing activities:
Dividends paid (16,883) (13,963)
Proceeds from stock options exercised 13,203 11,950
Acquisition of treasury stock (3,651) (17,705)
Net private placement related items - 1,645
-------- --------
Net cash used for financing activities (7,331) (18,073)
-------- --------
Cash flows from investing activities:
Net purchase of office property and equipment (4,330) (816)
Proceeds from sales of investment securities 17,966 1,003
Purchases of investment securities (4,585) (8,899)
Contingent consideration for Symphony acquisition - (253)
Repurchase of NWQ minority members' interests (24,675) (15,424)
Other (17) 1,928
-------- --------
Net cash used for investing activities (15,641) (22,461)
-------- --------
Increase/(decrease) in cash and cash equivalents 780 (7,307)
Cash and cash equivalents:
Beginning of year 209,360 161,584
-------- --------
End of period $210,140 $154,277
-------- --------
Supplemental Information:
Taxes paid $ 1,079 $ 13,436
Interest paid $ 7,063 $ 6,596
- ----------------
The Company began expensing the cost of stock options on April 1, 2004. All
historical information has been restated.
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2005
NOTE 1 BASIS OF PRESENTATION
The unaudited consolidated financial statements include the accounts of Nuveen
Investments, Inc. and its majority-owned subsidiaries ("the Company" or "Nuveen
Investments") and have been prepared in conformity with accounting principles
generally accepted in the United States of America. These financial statements
have also been prepared in accordance with the instructions to Form 10-Q
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures have been omitted pursuant
to such rules and regulations. As a result, these financial statements should be
read in conjunction with the audited consolidated financial statements and
related notes included in the Company's latest annual report on Form 10-K.
Effective April 1, 2004, the Company began expensing the cost of stock options
per the fair value recognition provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." The
retroactive restatement method described in SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" was adopted and the
results for prior years have been restated (see Note 2). Compensation cost
recognized is the same as that which would have been recognized had the fair
value method of SFAS No. 123 been applied from its original effective date.
Prior to April 1, 2004, the Company accounted for stock option plans under the
provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations.
Certain other amounts in the prior year financial statements have been
reclassified to conform to the 2005 presentation. These reclassifications had no
effect on previously reported net income or stockholders' equity.
These financial statements rely, in part, on estimates. In the opinion of
management, all necessary adjustments (consisting of normal recurring accruals)
have been reflected for a fair presentation of the results of operations,
financial position and cash flows in the accompanying unaudited consolidated
financial statements. The results for the period are not necessarily indicative
of the results to be expected for the entire year.
NOTE 2 STOCK-BASED COMPENSATION
Effective April 1, 2004, the Company began expensing the cost of stock options
per the fair value recognition provisions of SFAS No. 123 using the retroactive
restatement method described in SFAS No. 148. Under the fair value recognition
provisions of SFAS No. 123, stock-based compensation cost is measured at the
grant date based on the value of the award and is recognized as expense over the
lesser of the options' vesting period or the related employee service period. A
Black-Scholes option-pricing model was used to determine the fair value of each
award at the time of the grant.
7
The following table provides the effect of the restatement on net income and
earnings per share (in thousands, except per share data):
Three Months Ended
March 31, 2004
------------------
As Reported-
Net Income $40,004
Basic EPS $ 0.43
Diluted EPS $ 0.42
As Restated-
Net Income $37,877
Basic EPS $ 0.41
Diluted EPS $ 0.39
NOTE 3 EARNINGS PER COMMON SHARE
The following table sets forth a reconciliation of net income and the weighted
average common shares used in the basic and diluted earnings per share
computations for the three-month periods ended March 31, 2005 and 2004.
In thousands, For the three months ended
except per share data March 31, 2005 March 31, 2004
Per-share Per-share
Net income Shares amount Net income Shares amount
---------- ------ --------- ---------- ------ ---------
Basic EPS $ 43,193 93,757 $ 0.46 $ 37,877 92,867 $ 0.41
Dilutive effect of:
Deferred stock awards - 459 - 451
Employee stock options - 4,697 - 2,987
---------- ------ ---------- ------
Diluted EPS $ 43,193 98,913 $ 0.44 $ 37,877 96,305 $ 0.39
---------- ------ --------- ---------- ------ ---------
Options to purchase 9,074 and 3,261,702 shares of the Company's common stock
were outstanding at March 31, 2005 and 2004, respectively, but were not included
in the computation of diluted earnings per share because the options' respective
weighted average exercise prices of $39.88 and $29.04 per share were greater
than the average market price of the Company's common shares during the
applicable period.
NOTE 4 NET CAPITAL REQUIREMENT
Nuveen Investments, LLC, the Company's wholly owned broker/dealer subsidiary, is
subject to the Securities and Exchange Commission Rule 15c3-1, the "Uniform Net
Capital Rule," which requires the maintenance of minimum net capital and
requires that the ratio of aggregate indebtedness to net capital, as these terms
are defined in the Rule, shall not exceed 15 to 1. At March 31, 2005, Nuveen
Investments, LLC's net capital ratio was 1.12 to 1 and its net capital was
approximately $28,856,000 which was $26,698,000 in excess of the required net
capital of $2,158,000.
8
NOTE 5 GOODWILL AND INTANGIBLE ASSETS
The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2004 to March 31, 2005 presented on our consolidated
balance sheets (in thousands):
Goodwill
Balance at December 31, 2004 $ 549,811
Repurchase of NWQ Class 3 minority interests 22,500
----------
Balance at March 31, 2005 $ 572,311
----------
As part of the NWQ acquisition, key employees purchased three classes of
non-controlling member interests in NWQ (Class 2, Class 3, and Class 4
interests). The purchase allows NWQ key employees to participate in profits of
NWQ above specified levels beginning January 1, 2003. Beginning in 2004 and
continuing through 2008, the Company has the right to purchase the
non-controlling members' respective interests in NWQ. On March 2, 2005, the
Company exercised its right to call 100% of the Class 3 NWQ minority members'
interests for $24.7 million. Of the total amount paid, approximately $22.5
million was recorded as goodwill, with the remainder being recorded as a return
of capital.
SFAS No. 142, "Goodwill and Other Intangible Assets," requires an annual
goodwill impairment test. The results of our last annual test indicated that, as
of May 31, 2004, there was no indication of potential impairment of goodwill.
The Company's next annual goodwill impairment test will be as of May 31, 2005.
The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
March 31, 2005 and December 31, 2004 (in thousands):
At March 31, 2005 At December 31, 2004
----------------- --------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amortizable Intangible Assets Amount Amortization Amount Amortization
-------- ------------ -------- ------------
Symphony-
Customer relationships $ 43,800 $ 8,224 $ 43,800 $ 7,668
Internally developed software 1,622 1,188 1,622 1,107
Favorable lease 369 369 369 369
NWQ customer contracts 22,900 6,785 22,900 6,149
-------- --------- -------- --------
Total $ 68,691 $ 16,566 $ 68,691 $ 15,293
-------- --------- -------- --------
The projected amortization for the next five years is approximately $3.8 million
for the remaining nine months of 2005, and annual amortization of $5.0 million
for 2006, and $4.8 million for each of 2007, 2008 and 2009.
9
NOTE 6 NOTES PAYABLE
At March 31, 2005 and December 31, 2004, notes payable on the accompanying
consolidated balance sheets were comprised of the following (in 000's):
MARCH 31, 2005 DECEMBER 31, 2004
-------------- -----------------
Private placement debt $ 300,000 $ 300,000
Net unamortized private placement fees (1,470) (1,568)
Net unamortized gains on unwinding of swaps 6,199 6,615
---------- ---------
Total $ 304,729 $ 305,047
========== =========
On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt"). These notes were originally scheduled to mature
on September 19, 2008, but were repaid subsequent to March 31, 2005 (see Note 9,
"Subsequent Events"). These notes carried a fixed coupon rate of 4.22%, payable
semi-annually, were issued at 100% of par, were unsecured, and were prepayable
at any time in whole or in part. In the event of prepayment, the Company would
pay an amount equal to par plus accrued interest plus a "make-whole premium," if
applicable. Proceeds from the private placement debt were used to refinance
existing debt and for general corporate purposes. At March 31, 2005 and December
31, 2004, the fair value of our outstanding debt was $293.9 million and $299.0
million, respectively.
In connection with the private placement debt, the Company entered into a series
of treasury rate lock and interest rate swap transactions (see Note 7,
"Derivative Financial Instruments"). The resultant net gain on these
transactions along with the private placement debt issuance costs were being
amortized over the term of the private placement debt. (See Note 9, "Subsequent
Events"). The net reduction in interest expense as a result of both the
amortization of the debt issuance costs and the derivative transactions was
approximately $0.2 million for the three months ended March 31, 2005 and 2004.
After considering both the debt issuance costs and the derivative transactions,
the effective interest rate on the private placement debt was 3.8%.
The Company also has a line of credit with a group of banks. This line of
credit, entered into on August 7, 2003, is a revolving credit line of $125
million and has a three-year term that expires in August 2006. Proceeds from
borrowings under this facility may be used for fulfilling day-to-day cash
requirements and general corporate purposes including acquisitions, share
repurchases and asset purchases. The rate of interest payable under the
agreement is, at the Company's option, a function of one of various floating
rate indices. The agreement requires the Company to pay a facility fee at an
annual rate of a range of 0.10% to 0.15% of the committed amount. At March 31,
2005 and December 31, 2004, there were no amounts outstanding under this line of
credit. (See Note 9, "Subsequent Events").
Our broker-dealer subsidiary occasionally utilizes available, uncommitted lines
of credit, which approximate $100 million, with no annual facility fees to
satisfy periodic, short-term liquidity needs. At March 31, 2005 and December 31,
2004, no borrowings were outstanding on these uncommitted lines of credit.
10
NOTE 7 DERIVATIVE FINANCIAL INSTRUMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an Amendment of FASB Statement No. 133" and further
amended by SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments
and Hedging Activities," states that, unless a derivative qualifies as a hedge,
the gain or loss from a derivative instrument must be recorded into current
earnings. Under SFAS No. 133, three types of hedges are recognized: fair value
hedges, cash flow hedges, and hedges of a corporation's net investments in
foreign operations.
Fair value hedges. An entity may designate a derivative instrument as hedging
the exposure to changes in the fair value (market value) of financial assets or
liabilities. For example, a fixed rate bond's market value changes when
prevailing market interest rates change. Hedging the fixed-rate bond's price
risk with a derivative would be considered a fair value hedge.
Cash flow hedges. An entity may also designate a derivative instrument as
hedging the exposure to variability in expected future cash flows that is
attributable to a particular risk. That exposure may be associated with an
existing recognized asset or liability or a forecasted transaction.
As discussed in Note 6, in anticipation of the private placement debt issuance,
the Company entered into a series of treasury rate lock transactions with an
aggregate notional amount of $100 million. These treasury rate locks are
accounted for as cash-flow hedges, as they hedged against the variability in
future projected interest payments on the then-forecasted issuance of fixed rate
debt (the private placement debt) attributable to changes in interest rates. The
prevailing treasury rates had declined by the time of the private placement debt
issuance and the locks were settled for a payment by the Company of $1.5
million. The Company has recorded this loss in "Accumulated Other Comprehensive
Income/(Loss)" in the accompanying consolidated balance sheets, as the treasury
rate locks were considered highly effective for accounting purposes in
mitigating the interest rate risk on the forecasted debt issuance. Amounts
accumulated in other comprehensive loss were to be reclassified into earnings
commensurate with the recognition of the interest expense on the newly issued
debt. (See Note 9, "Subsequent Events"). At March 31, 2004, the unamortized
loss on the treasury rate lock transactions was approximately $1.1 million.
During the three months ended March 31, 2005, the Company reclassified
approximately $71,000 of the loss on the treasury rate lock transactions into
interest expense.
Also as discussed in Note 6, the Company entered into a series of interest rate
swap transactions. The Company entered into forward-starting interest rate swap
transactions as hedges against changes in a portion of the fair value of the
private placement debt. Under the agreements, payments were to be exchanged at
specified intervals based on fixed and floating interest rates. All of the
interest rate swap transactions were designated as fair value hedges to mitigate
the changes in fair value of the hedged portion of the private placement debt.
The Company determined that these interest rate swap transactions qualified for
treatment under the short-cut method of SFAS No. 133 of measuring effectiveness.
All of these interest rate swap transactions were cancelled. The cancellation of
these interest rate swap transactions resulted in a total gain to the Company of
$8.1 million. These gains were being amortized over the term of the private
placement debt, lowering the effective interest rate of the private placement
debt. (See Note 9, "Subsequent Events"). The amortization of the gains resulting
from the cancellation of these interest rate swap transactions is reflected in
"Interest Expense" on the accompanying consolidated statements of income.
Approximately $0.4 million of these gains have been amortized as a reduction to
interest expense for the three months ended March 31, 2005.
11
Included in "Investments" on the accompanying consolidated balance sheet as of
March 31, 2005 and December 31, 2004, are certain swap agreements that have not
been designated as hedging instruments. These swaps are being used to re-create
certain fixed-income indices for purposes of establishing new fixed-income
products that may be offered to investors in the future. At March 31, 2005, the
notional values and related expiration dates of these swap agreements were $2.0
million of positions expiring in August 2005 and $2.0 million of positions
expiring in September 2005. At December 31, 2004, the notional values and
related expiration dates of these swap agreements were as follows: $2.0 million
of positions expiring in August 2005 and $2.6 million of positions expiring in
September 2009. For the three months ended March 31, 2005, the net change in the
fair value of these instruments totaled approximately $13,000, of which
approximately $6,000 was realized as a gain upon the termination of the $2.6
million of positions expiring in in September 2009, with the remaining $7,000
reflected as an unrealized gain in "Other Income/(Expense)" in the accompanying
consolidated statement of income. As there were no such swap agreements during
the three months ended March 31, 2004, there are no unrealized gains/(losses) in
the accompanying consolidated statements of income for the three months ended
March 31, 2004.
Also included in on the accompanying consolidated balance sheet as of March 31,
2005 and December 31, 2005 are certain swap agreements and futures contracts
that have not been designated as hedging instruments. The swap agreements and
futures contracts are being used to mitigate overall market risk of certain
recently incubated product portfolios. At March 31, 2005 the fair value of these
open non-hedging derivatives was approximately $459,000, of which approximately
$475,000 is reflected in "Other Assets" and approximately $16,000 is reflected
in "Other Short-Term Liabilities" on the accompanying consolidated balance
sheet. At December 31, 2004 the fair value of the open non-hedging derivatives
was approximately $66,000 and is reflected in "Other Short-Term Liabilities" on
the accompanying consolidated balance sheet. The fair value adjustment resulted
in a gain of approximately $526,000, of which $154,000 was realized, with the
remainder reflected in unrealized gains in the accompanying consolidated
statement of income for the three months ended March 31, 2005.
NOTE 8 RETIREMENT PLANS
On December 23, 2003, the Financial Accounting Standards Board ("FASB") released
a revised version of SFAS No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits." The revised version of SFAS No. 132 includes new
interim disclosure requirements regarding components of net periodic benefit
cost as well as estimated contributions. The following table presents the
components of the net periodic retirement plans' benefit costs for the three
months ended March 31, 2005 and March 31, 2004, respectively:
12
Three Months Three Months
Ended March 31, 2005 Ended March 31, 2004
---------------------- ----------------------
Total Post- Total Post-
Pension Retirement Pension Retirement
--------- ---------- --------- ----------
Service Cost $ 392,750 $ 63,000 $ 453,000 $ 52,000
Interest Cost 450,500 128,250 442,000 116,000
Expected Return on Assets (541,000) - (514,000) -
Amortization of:
Unrecognized Transition Obligation - - - -
Unrecognized Prior Service Cost - (66,250) 2,000 (66,000)
Unrecognized (Gain)/Loss 31,500 14,750 54,000 5,000
--------- --------- --------- ---------
Total $ 333,750 $ 139,750 $ 437,000 $ 107,000
========= ========= ========= =========
The Company does not expect to make any contributions during 2005 for its
pension plans. For its postretirement benefit plan, the Company expects to
contribute a total of $491,000 during 2005; for the first three months of 2005,
the Company has contributed approximately $133,830.
NOTE 9 SUBSEQUENT EVENTS
SALE OF THE ST. PAUL TRAVELERS COMPANIES, INC.'S OWNERSHIP INTEREST IN NUVEEN
INVESTMENTS On April 6, 2005, The St. Paul Travelers Companies, Inc. ("STA")
agreed to sell 39.3 million shares of Nuveen Investments' common stock in a
secondary underwritten public offering at $34.00 per share. This sale was
completed on April 7, 2005.
In addition, the Company agreed to repurchase $600 million of Nuveen Investments
common shares directly from STA at a price of $32.98 per share, or approximately
18.2 million shares. The repurchase of these shares is being completed through
two steps - a $200 million (6.0 million shares) repurchase was completed on
April 7, 2005, and a $400 million forward purchase (plus interest) will settle
later this year. The entire $600 million repurchase has been recorded by Nuveen
Investments as if it were completed in its entirety on April 7, 2005. As such,
effective April 7, 2005, Nuveen Investments had approximately 75.9 million
basic shares of common stock outstanding for the purpose of computing earnings
per share.
Concurrent with the secondary offering, STA sold to Merrill Lynch and Morgan
Stanley on a forward basis approximately 11 million shares of Nuveen
Investments, Inc. common stock which will underlie, and be deliverable by
Merrill Lynch and Morgan Stanley upon maturity of, new mandatorily exchangeable
debt obligations of Merrill Lynch and Morgan Stanley that are linked to the
Nuveen shares. This sale of Nuveen shares will settle later this year.
Upon the closing of the secondary offering, the company was no longer a
subsidiary of STA and prior to year end substantially all of STA's ownership
interest will have been sold.
13
BRIDGE DEBT FACILITY
On April 1, 2005, Nuveen Investments entered into a $750 million Bridge Credit
Agreement with Citigroup. The maturity date of this credit agreement is March
31, 2006. Borrowings under this facility bear an interest rate, at Nuveen's
option, of either LIBOR or the Federal Funds rate plus a spread equal to 0.335%
to 0.470% based on Nuveen Investments' leverage, with such applicable spread
increasing by 0.25% on September 30, 2005 and by an additional 0.25% on December
31, 2005. This Bridge Credit Agreement requires Nuveen Investments to pay a
facility fee quarterly in arrears in an annual amount ranging from 0.09% to
0.13%, depending on Nuveen's leverage ratio, and, when applicable, a utilization
fee. The Company used approximately $300 million of the amount available under
the facility to prepay the holders of the Company's 4.22% senior unsecured notes
due September 19, 2008, and it intends to use up to $450 million of the amount
available under the facility to repurchase shares of its capital stock owned by
STA. Borrowings under the Bridge Credit Agreement may be used only for these
purposes.
REPAYMENT OF PRIVATE PLACEMENT DEBT
On April 6, 2005, the Company made borrowings under the Bridge Credit Agreement
and repaid the entire $300 million of 4.22% senior unsecured notes due September
19, 2008 (the "private placement debt"). The Company also paid approximately
$1.5 million in accrued interest. Under terms of the private placement debt, no
"make-whole premium" amounts were due.
As a result of the early repayment of the private placement debt, the Company
has accelerated the recognition of the remaining unamortized deferred gains and
losses resulting from various hedging activity associated with the private
placement debt (see Note 7, "Derivative Financial Instruments"). At March 31,
2005, the total remaining unamortized gains/losses related to the private
placement debt were: approximately $6.2 million of gains from the cancellation
of interest rate swap agreements (discussed in Note 7, "Derivative Financial
Instruments"); approximately $1.5 million of unamortized private placement fees;
and approximately $1.1 million of unamortized losses from the treasury rate
locks (also discussed in Note 7, "Derivative Financial Instruments"). The total
net resulting gain of approximately $3.7 million will be recorded in the second
quarter of 2005.
14
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
MARCH 31, 2005
DESCRIPTION OF THE BUSINESS
Our principal businesses are asset management and related research as well as
the development, marketing and distribution of investment products and services
for the affluent, high-net-worth and the institutional market segments. We
distribute our investment products and services, which include individually
managed accounts, closed-end exchange-traded funds, and mutual funds, to the
affluent and high-net-worth market segments through unaffiliated intermediary
firms including broker/dealers, commercial banks, affiliates of insurance
providers, financial planners, accountants, consultants and investment advisors.
We also provide managed account services, including privately offered
partnerships, to several institutional market segments and channels.
We derive a substantial portion of our revenue from investment advisory fees,
which are recognized as services are performed. These fees are directly related
to the market value of the assets we manage. Advisory fee revenues generally
will increase with a rise in the level of assets under management. Assets under
management will rise through sales of our investment products or through
increases in the value of portfolio investments. Assets under management may
also increase as a result of reinvestment of distributions from funds and
accounts, and from reinvestment of distributions from defined portfolio products
we sponsored into shares of mutual funds. Fee income generally will decline when
assets under management decline, as would occur when the values of fund
portfolio investments decrease or when managed account withdrawals or mutual
fund redemptions exceed gross sales and reinvestments.
In addition to investment advisory fees, we have two other sources of revenue:
(1) performance fees and (2) distribution and underwriting revenue. Performance
fees are earned when investment performance on certain institutional accounts
and hedge funds exceeds a contractual threshold. These fees are recognized only
at the performance measurement date contained in the individual account
management agreement. Distribution revenue is earned when certain funds are sold
to the public through financial advisors. Correspondingly, distribution revenue
will rise and fall with the level of our sales of mutual fund products.
Underwriting fees are earned on the initial public offerings of our
exchange-traded funds. The level of underwriting fees earned in any given year
will fluctuate depending on the number of new funds offered, the size of the
funds offered and the extent to which we participate as a member of the
syndicate group underwriting the fund.
Sales of our products, and our profitability, are directly affected by many
variables, including investor preferences for equity, fixed-income or other
investments, the availability and attractiveness of competing products, market
performance, continued access to distribution channels, changes in interest
rates, inflation, and income tax rates and laws.
RECENT EVENTS
On April 6, 2005, The St. Paul Travelers Companies, Inc. ("STA") agreed to sell
39.3 million shares of Nuveen Investments' common stock in a secondary
underwritten public offering at $34.00 per share. This sale was completed on
April 7, 2005.
In addition, the Company agreed to repurchase $600 million of Nuveen Investments
common shares directly from STA at a price of $32.98 per share, or approximately
18.2 million shares. The repurchase of these shares is being completed in two
steps - a $200 million (6.0 million shares) repurchase was completed on April 7,
2005, and a $400 million forward purchase (plus interest) will settle later this
year. The entire $600 million repurchase has been recorded by Nuveen Investments
as if it were completed in its entirety on April 7, 2005. As such, effective
April 7, 2005, Nuveen Investments had approximately 75.9 million basic shares of
common stock outstanding for the purpose of computing earnings per share.
15
Concurrent with the secondary offering, STA sold to Merrill Lynch and Morgan
Stanley on a forward basis approximately 11 million shares of Nuveen
Investments, Inc. common stock which will underlie, and be deliverable by
Merrill Lynch and Morgan Stanley upon maturity of, new mandatorily exchangeable
debt obligations of Merrill Lynch and Morgan Stanley that are linked to the
Nuveen shares. This sale of Nuveen shares will settle later this year.
Upon the closing of the secondary offering, the company was no longer a
subsidiary of STA and prior to year end substantially all of STA's ownership
interest will have been sold.
RELEVANT EVENTS
Effective April 1, 2004, the Company began expensing the cost of stock options
per the fair value recognition provisions of Statement of Financial Accounting
Standard ("SFAS") No. 123, "Accounting for Stock-Based Compensation." The
retroactive restatement method described in SFAS No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure" was adopted and the
results for prior years have been restated. Compensation cost recognized is the
same as that which would have been recognized had the fair value method of SFAS
No. 123 been applied from its original effective date. Prior to April 1, 2004,
the Company accounted for stock option plans under the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations.
SUMMARY OF OPERATING RESULTS
The table presented below highlights the results of our operations for the first
quarters of 2005 and 2004:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
(in millions, except per share amounts)
QUARTER ENDED MARCH 31, 2005 2004 % change
- ----------------------- ----------- ----------- --------
Gross sales of investment products $ 7,682 $ 6,092 26%
Net flows of investment products 4,297 3,797 13
Assets under management (1) (2) 118,505 100,923 17
Operating revenues 134.9 119.7 13
Operating expenses 65.8 58.0 14
Pre-tax income 69.9 61.9 13
Net income 43.2 37.9 14
Basic earnings per share .46 .41 12
Diluted earnings per share .44 .39 13
Dividends per share .18 .15 20
(1) At period end.
(2) Excludes defined portfolio assets under surveillance.
16
RESULTS OF OPERATIONS
The following discussion and analysis contains important information that should
be helpful in evaluating our results of operations and financial condition, and
should be read in conjunction with the consolidated financial statements and
related notes.
Gross sales of investment products (which include new managed accounts, deposits
into existing managed accounts and the sale of open-end and exchange-traded fund
shares) for the quarter ended March 31, 2005 and 2004 are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
QUARTER ENDED MARCH 31, 2005 2004
- ----------------------- ---- ----
Exchange-Traded Funds $ 1,414 $ 1,023
Mutual Funds 702 390
Retail Managed Accounts 3,684 3,716
Institutional Managed Accounts 1,882 963
------- -------
Total $ 7,682 $ 6,092
======= =======
First quarter gross sales increased 26% year over year, reaching $7.7 billion.
Retail and institutional managed account sales were $5.6 billion, up 19% versus
sales in the first quarter of last year. The largest driver of the increase was
a $1.1 billion increase in value-style equity managed account sales.
Exchange-traded fund sales were $1.4 billion up 38% versus the first quarter of
last year. During the first quarter of the current year we raised just over $1.2
billion in our second equity option strategy fund and another $0.2 billion in
our first Tax Advantaged Floating Rate Fund. Mutual Fund gross sales increased
nearly 80% driven by an increase in municipal mutual fund sales which were up
more than 50% driven by our municipal high yield fund.
Net flows of investment products for first quarters of 2005 and 2004 are shown
below:
NET FLOWS
(in millions)
QUARTER ENDED MARCH 31, 2005 2004
- ----------------------- ---- ----
Exchange-Traded Funds $ 1,424 $ 1,034
Mutual Funds 350 45
Retail Managed Accounts 1,195 2,212
Institutional Managed Accounts 1,328 506
------- -------
Total $ 4,297 $ 3,797
======= =======
Net flows for the quarter were positive across all product categories, totaling
$4.3 billion, an increase of 13% versus the prior year. Strong retail and
institutional managed account flows driven by our value account sales were the
main driver of the increase. Within the retail managed account category,
value-style
17
flows of $3.1 billion and municipal-style flows of $0.4 billion were partially
offset by growth-style net out flows of $1.0 billion.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT (1)
(in millions)
MARCH 31, DECEMBER 31, MARCH 31,
2005 2004 2004
--------- ------------ ---------
Exchange-Traded Funds $ 51,050 $ 50,216 $ 48,620
Mutual Funds 12,887 12,680 12,438
Retail Managed Accounts 37,715 36,975 28,587
Institutional Managed Accounts 16,853 15,582 11,278
-------- -------- --------
Total $118,505 $115,453 $100,923
======== ======== ========
(1) Excludes defined portfolio product assets under surveillance
Assets under management ended the quarter at just under $119 billion, an
increase of 17% versus assets under management at the end of the first quarter
of 2004 and an increase of 3% versus assets under management at the end of the
prior year. At March 31, 2005, 49% of our assets were in municipal-style
products, 38% in equity-style products and 13% in taxable fixed-income style
products.
The components of the change in our assets under management were as follows:
NET ASSETS UNDER MANAGEMENT(1)
(in millions)
QUARTER ENDED MARCH 31, 2005 MARCH 31, 2004
- ------------- -------------- --------------
Beginning Assets Under Management $ 115,453 $ 95,356
Gross Sales 7,682 6,092
Reinvested Dividends 62 72
Redemptions (3,447) (2,367)
--------- ---------
Net Flows into Managed Assets 4,297 3,797
Appreciation/(Depreciation) (1,245) 1,770
--------- ---------
Ending Assets Under Management $ 118,505 $ 100,923
========= =========
(1) Excludes defined portfolio product assets under surveillance
Assets were up $3.1 billion versus the end of the year as net flows for the
quarter of $4.3 billion were partially offset by market depreciation of $1.2
billion. Equity depreciation was $0.5 billion, municipal depreciation $0.6
billion and other fixed income depreciation was $0.2 billion.
18
Investment advisory fee income, net of sub-advisory fees and expense
reimbursements, is shown in the following table:
INVESTMENT ADVISORY FEES
(in thousands)
QUARTER ENDED MARCH 31, 2005 2004
- ----------------------- -------- --------
Exchange-Traded Funds $ 61,151 $ 58,989
Mutual Funds 16,384 16,147
Managed Accounts 53,674 37,219
-------- --------
Total $131,209 $112,355
======== ========
Advisory fees increased 17% for the quarter driven by an increase in fees across
all product lines. Fees on managed accounts increased due mainly to an increase
in fees on value and municipal accounts as a result of an increase in assets
under management, while fees on our growth accounts declined slightly as a
result of a decline in assets under management.
Product distribution revenue for the three-month periods ended March 31, 2005
and 2004 is shown in the following table:
PRODUCT DISTRIBUTION
(in thousands)
QUARTER ENDED MARCH 31, 2005 2004
- ----------------------- ------ ------
Exchange-Traded Funds $1,441 $1,216
Muni/Fund Preferred(R) 1,151 820
Mutual Funds 211 391
------ ------
Total $2,803 $2,427
====== ======
Product distribution revenue increased $0.4 million for the quarter.
Exchange-traded fund underwriting revenue increased as a result of an increase
in the number of offerings in the first quarter of 2005, while Muni/Fund
Preferred(R) revenue increased as a result of an increase in the number of
preferred shares outstanding. Mutual fund distribution revenue declined slightly
as a result of an increase in commissions paid to distributors on high dollar
value sales.
PERFORMANCE FEES/OTHER REVENUE
Performance fees/other revenue consists of performance fees earned on
institutional assets managed by Symphony and various fees earned in connection
with services provided on behalf of our defined portfolio assets under
surveillance. The decrease in this area of $4.1 million for the first quarter of
2005 is due to a decline in Symphony performance fees of $3.7 million. This
decline was coupled with a decline in fees earned on defined portfolio assets
under surveillance as a result of a decline in the overall level of defined
portfolio assets due to our exiting of this business in early 2002.
19
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month periods
ended March 31, 2005 and 2004:
OPERATING EXPENSES
(in thousands)
QUARTER ENDED MARCH 31, 2005 2004
- ----------------------- ------- -------
Compensation and benefits $43,038 $36,651
Advertising and promotional costs 2,669 3,019
Occupancy and equipment costs 5,400 4,813
Amortization of intangible assets 1,273 1,299
Travel and entertainment 1,686 1,863
Outside and professional services 5,829 5,446
Other operating expenses 5,950 4,874
------- -------
Total $65,845 $57,965
======= =======
As a % of Operating Revenues 48.8% 48.4%
SUMMARY
Operating expenses for the quarter increased 14% due mainly to increases in
compensation and benefits and other operating expenses. Although operating
expenses increased overall, as a percentage of operating revenue, they remained
fairly stable.
COMPENSATION AND BENEFITS
Compensation and related benefits for the first quarter of 2005 increased $6.4
million due to an increase in base compensation as a result of new positions and
salary increases, an increase in option expense, and an increase in overall
incentive compensation due to the Company's higher profit level.
OCCUPANCY AND EQUIPMENT COSTS
Occupancy and equipment costs increased $0.6 million due to an increase in
leased space in California for NWQ.
ALL OTHER OPERATING EXPENSES
All other operating expenses, including advertising and product promotion,
outside and professional services, amortization of intangible assets, travel and
entertainment, fund organization costs and other expenses increased
approximately $0.9 million, due mainly to additional minority interest expense
which results from key employees having purchased a non-controlling member
interest in NWQ at the time of the acquisition. Given the growth in NWQ's
business, the portion associated with the non-controlling member interest
(minority interest) also grows.
OTHER INCOME/(EXPENSE)
Other income/(expense) includes investment and other income and interest
expense. Investment and other income is comprised primarily of dividends and
interest income from investments, realized gains and losses on investments and
miscellaneous income, including gain or loss on the disposal of property.
20
The following is a summary of Other Income/(Expense) for the quarters ended
March 31, 2005 and 2004:
OTHER INCOME/(EXPENSE)
(in thousands)
QUARTER ENDED MARCH 31, 2005 2004
- ----------------------- ------- -------
Gains/(Losses) on Investments $ 1,915 $ 3,293
Miscellaneous Income/(Expense) (57) (448)
------- -------
Total $ 1,858 $ 2,845
======= =======
Total other income/(expense) declined $1.0 million in the first quarter of 2005
compared to the first quarter of 2004, as a decline in investment gains for the
quarter was partially offset by a decline in miscellaneous expense.
NET INTEREST EXPENSE
The following is a summary of Net Interest Expense for the quarters ended March
31, 2005 and 2004:
NET INTEREST EXPENSE
(in thousands)
QUARTER ENDED MARCH 31, 2005 2004
- ----------------------- ------- -------
Dividend and Interest Revenue $ 2,266 $ 634
Interest Expense (3,255) (3,280)
------- -------
Total $ (989) $(2,646)
======= =======
Total net interest expense declined $1.7 million in the first quarter of 2005
compared to the first quarter of 2004, due to an increase in interest earned on
available cash and interest earned on consolidated fund investments.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (Revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R
is a revision of SFAS No. 123, and supersedes APB Opinion No. 25 and its related
implementation guidance. SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services through share-based
payment transactions. SFAS No. 123R requires a public entity to measure the cost
of employee services received in exchange for the award of equity instruments
based on the fair value of the award at the date of grant. The cost will be
recognized over the period during which an employee is required to provide
services in exchange for the award. SFAS No. 123R is effective as of the
beginning of the first interim or annual reporting period that begins after
December 15, 2005. While the Company currently follows SFAS No. 123, resulting
in the recognition of option expense in the accompanying consolidated statements
of income, the adoption of SFAS No. 123R will require the use of a slightly
different method of accounting for forfeitures beginning in 2006. This change in
methodology will not have a material impact on the Company's consolidated
financial statements.
21
CAPITAL RESOURCES, LIQUIDITY
AND FINANCIAL CONDITION
SENIOR NOTES
On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt"). Proceeds from the private placement debt were
used to refinance existing debt and for general corporate purposes. These notes
carried a fixed coupon rate of 4.22%, payable semi-annually, were issued at 100%
of par, were unsecured and were prepayable at any time in whole or in part.
These notes were originally scheduled to mature on September 19, 2008, but were
repaid subsequent to March 31, 2005 (see Note 9 to the Consolidated Financial
Statements, "Subsequent Events"). In connection with the prepayment of our
private placement debt, the Company paid an amount equal to par plus accrued
interest and no "make whole" was applicable.
BANK CREDIT FACILITIES
The Company also has a line of credit with a group of banks. This $250 million
credit line is divided into two equal facilities: one with a three-year term
that expires in August of 2006, and one with a term of 364 days that was
scheduled to expire in August of 2005. Proceeds from borrowings under this
facility may be used for day-to-day cash requirements and general corporate
purposes including acquisitions, share repurchases and asset purchases. The rate
of interest payable under the agreement is, at the Company's option, a function
of one of various floating rate indices. The agreement requires the Company pay
a facility fee at an annual rate of a range of 0.10% to 0.15% of the committed
amount for the three-year facility and a range of 0.09% to 0.13% of the
committed amount for the 364-day facility. At March 31, 2005 and 2004, there
were no amounts outstanding under this line of credit.
Subsequent to March 31, 2005 the Company terminated the 364-day line of credit
and amended the three-year line of credit to permit the borrowings under a new
bridge financing agreement and the use of those borrowings as described below
(see Note 9 to the Consolidated Financial Statements, "Subsequent Events").
In April 2005, the Company entered into a $750 million Bridge Credit Agreement
with Citigroup. The maturity date of this credit agreement is March 31, 2006.
Borrowings under this facility bear an interest rate, at Nuveen's option, of
either LIBOR or the Federal Funds rate plus a spread equal to 0.335% to 0.470%
based on Nuveen Investments' leverage, with such applicable spread increasing by
0.25% on September 30, 2005 and by an additional 0.25% on December 31, 2005.
This Bridge Credit Agreement requires Nuveen Investments to pay a facility fee
quarterly in arrears in an annual amount ranging from 0.09% to 0.13%, depending
on Nuveen's leverage ratio, and, when applicable, a utilization fee. The Company
used approximately $300 million of the amount available under the bridge
facility to prepay the private placement debt and used approximately $150
million to repurchase its common shares from STA. The Company expects to use an
additional $300 million of the amount available under the bridge facility to
complete the repurchase of its capital stock from STA later this year.
Borrowings under the Bridge Credit Agreement may be used only for these
purposes.
In addition to the above facilities, our broker/dealer subsidiary occasionally
utilizes available, uncommitted lines of credit with no annual facility fees,
which approximate $100 million, to satisfy periodic, short-term liquidity needs.
As of March 31, 2005 and 2004, no borrowings were outstanding on these
uncommitted lines of credit.
22
REFINANCING OF BRIDGE FACILITY
The Company expects to refinance its borrowings under the bridge facility prior
to the end of 2005 with proceeds from a new debt issuance. The new debt may be
publicly or privately issued, and it is not possible to predict the specific
terms that will be available to the Company. The Company expects the new debt to
have a term of at least five years and expects the interest payable on the new
debt to exceed the rate payable under the bridge facility, given its longer
term. There can be no assurance that the bridge facility will be re-financed on
favorable terms.
EQUITY AND DIVIDENDS
As part of the NWQ acquisition, key employees purchased a non-controlling,
member interest in NWQ Investment Management Company, LLC. The non-controlling
interest of approximately $0.4 million as of March 31, 2005, is reflected in
minority interest on the consolidated balance sheets. This purchase allows
management to participate in profits of NWQ above specified levels beginning
January 1, 2003. During the three months ended March 31, 2005, we recorded
approximately $1.4 million of minority interest expense, which reflects the
portion of profits applicable to the minority shareholders. Beginning in 2004
and continuing through 2008, the Company has the right to purchase the
non-controlling members' respective interests in NWQ. On March 2, 2005, the
Company exercised its right to call 100% of the Class 3 minority members'
interests for $24.7 million. Of the total amount paid, approximately $22.5
million was recorded as goodwill with the remainder being recorded as a return
of capital.
At March 31, 2005, we held in treasury 26,792,457 shares of Class A common stock
acquired in open market transactions. During the first quarter of 2005, the
Company repurchased 96,500 Class A common stock shares in open market
transactions. As part of a share repurchase program approved on August 9, 2002,
we are authorized to purchase up to 7.0 million shares of Class A common stock.
As of March 31, 2005, the remaining authorization covered 2.3 million shares.
During the first quarter of 2005, we paid out dividends on common shares
totaling approximately $16.9 million.
BROKER/DEALER
Our broker/dealer subsidiary is subject to requirements of the Securities and
Exchange Commission relating to liquidity and capital standards (See Note 4 to
Consolidated Financial Statements, "Net Capital Requirement.")
LIQUIDITY
Management believes that cash provided from operations and borrowings available
under its uncommitted and committed credit facilities will provide the Company
with sufficient liquidity to meet its working capital needs, planned capital
expenditures, future contractual obligations and payment of its anticipated
quarterly dividend.
INFLATION
Our assets are, to a large extent, liquid in nature and therefore not
significantly affected by inflation. However, inflation may result in increases
in our expenses, such as employee compensation, advertising and promotional
costs, and office occupancy costs. To the extent inflation, or the expectation
thereof, results in rising interest rates or has other adverse effects upon the
securities markets and on the value of financial instruments, it may adversely
affect our financial condition and results of operations. A substantial decline
in the value of fixed-income or equity investments could adversely affect the
value of
23
assets we manage, which in turn would result in a decline in investment advisory
and performance fee revenue.
FORWARD-LOOKING INFORMATION AND RISKS
From time to time, information we provide or information included in our filings
with the SEC (including Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Notes to Consolidated Financial
Statements in this Form 10-Q) may contain statements that are not historical
facts, but are "forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. These statements relate to
future events or future financial performance and reflect management's
expectations and opinions. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," or
"potential," or comparable terminology. These statements are only predictions,
and our actual future results may differ significantly from those anticipated in
any forward-looking statements due to numerous known and unknown risks,
uncertainties and other factors. All of the forward-looking statements are
qualified in their entirety by reference to the factors discussed below and
elsewhere in this report. These factors may not be exhaustive, and we cannot
predict the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those predicted in any forward-looking
statements. We undertake no responsibility to update publicly or revise any
forward-looking statements.
Risks, uncertainties and other factors that pertain to our business and the
effects of which may cause our assets under management, earnings, revenues,
profit margins, and/or our stock price to decline include: (1) the effects of
the substantial competition that we, like all market participants, face in the
investment management business, including competition for continued access to
the brokerage firms' retail distribution systems and "wrap fee" managed account
programs where the loss of such access would cause a resulting loss of assets;
(2) the adverse effects of declines in securities markets on our assets under
management and future offerings; (3) the adverse effects of increases in
interest rates from their present levels on the net asset value of our assets
under management that are invested in fixed-income securities and the magnifying
effect such increases in interest rates may have on our leveraged closed-end
exchange-traded funds; (4) the adverse effects of poor investment performance by
our managers or declining markets resulting in redemptions, loss of clients, and
declines in asset values; (5) our failure to comply with contractual
requirements and/or guidelines in our client relationships, which could result
in losses that the client could seek to recover from us and in the client
withdrawing its assets from our management; (6) the competitive pressures on the
management fees we charge; (7) our failure to comply with various government
regulations such as the Investment Advisers Act and the Investment Company Act
of 1940 and other federal and state securities laws that impose, or may in the
future impose, numerous obligations on investment firms and the Securities
Exchange Act of 1934 and other federal and state securities laws and the rules
of National Association of Securities Dealers that impose, or may in the future
impose, numerous obligations on our broker-dealer Nuveen Investments, LLC, where
the failure to comply with such requirements could cause the SEC or other
regulatory authorities to institute proceedings against our investment advisers
and/or broker-dealer and impose sanctions ranging from censure and fines to
termination of an investment adviser or broker-dealer's registration and
otherwise prohibiting an adviser from serving as an adviser; (8) our reliance on
revenues from investment management contracts that are subject to annual renewal
by the independent board of trustees overseeing the related funds according to
their terms; (9) the loss of key employees that could lead to loss of assets;
(10) burdensome regulatory developments brought in response to perceived
industry-wide regulatory violations, including possible government regulation of
the amount and level of fees charged by investment advisers; (11) the impact of
recent accounting pronouncements; (12) the effect of increased leverage on us as
a result of our incurring indebtedness in connection with the stock repurchase
transaction and the stock repurchase forward transaction; and (13) unforeseen
developments in litigation involving the securities industry or the Company.
24
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARCH 31, 2005
MARKET RISK
The following information, and information included elsewhere in this report,
describe the key aspects of certain financial instruments that have market risk.
INTEREST RATE SENSITIVITY
As of March 31, 2005, all of our long-term debt was at a fixed interest rate.
However, we have periodically entered into receive-fixed, pay-floating interest
rate swap agreements (refer to Note 7 to the Consolidated Financial Statements,
"Derivative Financial Instruments" for further information). These agreements
effectively increased our exposure to fluctuations in interest rates. However,
at March 31, 2005, there were no open interest rate swap agreements utilized to
hedge the long-term debt. A change in interest rates on our fixed debt has no
impact on interest incurred or cash flow, but would have an impact on the fair
value of the debt. We estimate that a 100 basis point (1%) increase in interest
rates from the levels at March 31, 2005 and 2004, would have resulted in a net
decrease in the fair value of our debt of approximately $9 million and $12
million, at March 31, 2005 and 2004, respectively.
Our investments consist primarily of Company-sponsored managed investment funds
that invest in a variety of asset classes. Additionally, the Company
periodically invests in new advisory accounts (incubation funds) to establish a
performance history prior to a potential product launch. Company-sponsored funds
and accounts are carried on our consolidated financial statements at fair market
value and are subject to the investment performance of the underlying sponsored
fund or account. Any unrealized gain or loss is recognized upon the sale of the
investment. The carrying value of the Company's investments in fixed-income
funds or accounts, which expose us to interest rate risk, was approximately $45
million and $5 million at March 31, 2005 and 2004, respectively. We estimate
that a 100 basis point (1%) increase in interest rates from the levels at March
31, 2005 would have resulted in a net decrease of approximately $2 million in
the fair value of the fixed income investments at March 31, 2005. We estimate
that a 100 basis point movement from the levels at March 31, 2004, would have
resulted in an immaterial change in the fair value of the fixed income
investments at March 31, 2004.
Also included in investments at March 31, 2005, are certain swap agreements and
futures contracts that are sensitive to changes in interest rates. The futures
contracts and swap agreements are being used to mitigate overall market risk
related to our investments in certain incubated product portfolios. The fair
value of these instruments totaled approximately $0.5 million at March 31, 2005.
There were no such instruments at March 31, 2004. We estimate that a 100 basis
point (1%) increase in interest rates from the levels at March 31, 2005 would
have resulted in a net increase in the fair value of the open derivatives of $2
million.
EQUITY MARKET SENSITIVITY
As discussed above in the interest rate sensitivity section, we invest in
certain Company-sponsored managed investment funds and accounts that invest in a
variety of asset classes. The carrying value of the Company's investments in
funds and accounts subject to equity price risk is approximately $31 million and
$27 million, at March 31, 2005 and 2004, respectively. As of March 31, 2005 and
2004, we estimate that a
25
10% adverse change in equity prices would have resulted in decreases of
approximately $3 million and $3 million, respectively, in the fair value of our
equity securities. The model to determine sensitivity assumes a corresponding
shift in all equity prices.
An adverse movement in the equity prices of our holdings in privately held
companies cannot be easily quantified as our ability to realize returns on
investment depends on the investees' ability to raise additional capital and/or
derive cash inflows from continuing operations.
ITEM 4. CONTROLS AND PROCEDURES
Effective as of March 31, 2005, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chairman and Chief Executive Officer, President, and Senior Vice
President, Finance, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(b). Based upon that evaluation, the Company's Chairman and Chief
Executive Officer, President, and Senior Vice President, Finance concluded that
the Company's disclosure controls and procedures are effective and no changes
are required at this time. In connection with management's evaluation, pursuant
to the Exchange Act Rule 13a-15(d), no changes during the quarter ended March
31, 2005 were identified that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.
26
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously disclosed in Nuveen's Report on Form 10-K for 2004, the
Company's subsidiary Symphony Asset Management was advised in January 2005
that the SEC staff was reviewing performance fees paid by an unaffiliated
family of mutual funds to the sub-advisers of such funds. Symphony had
served as a sub-advisor to one of the funds in this unaffiliated fund
family (the "Fund") from 1995 to May 2001, prior to the Company's
acquisition of Symphony in July 2001. Although the SEC staff acknowledged
that it was not investigating Symphony and was not claiming that Symphony
had done anything wrong, it believed that Symphony may have been overpaid
by the Fund, based on incorrect fee calculations made by the unaffiliated
advisor to the Fund.
In response, Symphony retained outside counsel to represent it in this
matter and reviewed the facts surrounding the fee calculations as well as
the terms of the agreements among Symphony, the Fund and the adviser to
the Fund. At the time the sub-advisory agreement was entered into,
Symphony received representations from the Fund and the adviser to the
Fund that the performance fee arrangements complied with legal
requirements.
At the end of March 2005, after discussions with legal representatives of
Symphony and the other sub-advisors to the fund family, the SEC staff told
us that it plans to defer to the Board of Directors of the Fund to review
the situation and reach a reasonable settlement with the various
sub-advisors, including Symphony, taking into account the sub-advisor's
costs of providing investment management services to the Fund, including a
reasonable profit, and the investment management fees charged to similar
accounts. Based on this information, we do not expect that the completion
of this review process with the Board of Directors of the Fund will result
in any material liability for the Company.
From time to time in the ordinary course of business, the Company is
involved in legal matters such as disputes with employees or customers.
There are currently no such significant matters.
27
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
(c) Total (d) Maximum
Number Number
of Shares of Shares
Purchased that May
(a) Total as Part of Yet Be
Number (b) Average Publicly Purchased
of Shares Price Paid Announced Under the
Period Purchased per Share Program Program
- ------ --------- ----------- ---------- -----------
Share purchases prior to January 1, 2005 under
current repurchase program: 4,588,312 $ 28.61 4,588,312 2,411,688
January 1, 2005 - January 31, 2005 96,500 $ 37.84 96,500 2,315,188
February 1, 2005 - February 28, 2005 - - - 2,315,188
March 1, 2005 - March 31, 2005 - - - 2,315,188
--------- --------- --------- ---------
Total 4,684,812 $ 37.84 4,684,812 2,315,188
--------- --------- --------- ---------
As part of a share repurchase program approved on August 9, 2002, we are
authorized to purchase up to 7.0 million shares of Class A common stock.
As of March 31, 2005, there are approximately 2.3 million shares that may
yet be purchased under the share repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Certain of the following exhibits, as indicated parenthetically, were previously
filed as exhibits to registration statements or reports filed by the Company
with the Commission and are incorporated herein by reference to such statements
or reports and made a part hereof. Exhibit numbers which are identified with an
asterisk (*) have such documents filed herewith. See exhibit index on page E-1.
3.1 Restated Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement on Form S-1 filed on April 2, 1992, File No.
33-46922).
28
3.2 Certificate of Designations, Preferences and Rights of 5% Cumulative
convertible Preferred Stock of the Company (Exhibit 3.1(a) to the
Company's Form 10-Q for quarter ended September 30, 2000).
3.3 Amendment to Restated Certificate of Incorporation of the Company
(Exhibit 3.1(b) to the Company's Form 10-K for year ended December
31, 2002).
3.4 Certificate of Ownership and Merger (Exhibit 3.1(c) to the Company's
Form 10-K for year ended December 31, 2002).
3.5 Amended and Restated By-Laws of the Company (Exhibit 3.2 to the
Company's Form 10-K for year ended December 31, 1993).
10.1 Repurchase Agreement by and between the Company and The St. Paul
Travelers Companies, Inc., dated as of March 29, 2005 (Exhibit 10.1
to the Company's Form 8-K dated March 29, 2005).
10.2 Separation Agreement by and between the Company and The St. Paul
Travelers Companies, Inc., dated as of April 1, 2005 (Exhibit 10.2
to the Company's Form 8-K dated March 29, 2005).
10.3 Bridge Credit Agreement among the Company, the several financial
institutions from time to time party thereto as banks, and Citicorp
North America, Inc., as administrative agent, dated as of April 1,
2005 (Exhibit 10.1 to the Company's Form 8-K dated April 1, 2005).
10.4 First Amendment to 3-Year Revolving Credit Agreement and Waiver,
among the Company and certain financial institutions party thereto
as lenders, dated as of April 4, 2005 (Exhibit 10.2 to the Company's
Form 8-K dated April 1, 2005).
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934.
31.2* Certification of President pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.
31.3* Certification of Principal Financial and Accounting Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2* Certification of President pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3* Certification of Principal Financial and Accounting Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
29
SIGNATURE
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 thereunto duly authorized.
NUVEEN INVESTMENTS, INC.
(Registrant)
DATE: May 9, 2005 By /s/ John P. Amboian
--------------------------------------------
John P. Amboian
President
DATE: May 9, 2005 By /s/ Margaret E. Wilson
--------------------------------------------
Margaret E. Wilson
Senior Vice President, Finance
(Principal Financial and Accounting Officer)
30
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934.
31.2 Certification of President pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934.
31.3 Certification of Principal Financial and Accounting Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of President pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3 Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
E-1