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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 SEPTEMBER 30, 2003
[ ] 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
registrant was required to file such reports), and (2) has been subject to such
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 November 7, 2003, there were 92,621,072 shares of the Company's
Common Stock outstanding, consisting of 19,295,858 shares of Class A Common
Stock, $.01 par value, and 73,325,214 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),
September 30, 2003 and December 31, 2002 3
Consolidated Statements of Income (Unaudited),
Three Months Ended September 30, 2003 and 2002
Nine Months Ended September 30, 2003 and 2002 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Nine Months Ended September 30, 2003 5
Consolidated Statements of Cash Flows (Unaudited),
Nine Months Ended September 30, 2003 and 2002 6
Notes to Consolidated Financial Statements
(Unaudited) 7
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
ITEM 3
Quantitative and Qualitative Disclosures About Market Risk 24
ITEM 4
Controls and Procedures 24
PART II. OTHER INFORMATION
Item 1 through Item 6 25
Signatures 27
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------ ------------
ASSETS
Cash and cash equivalents $ 174,436 $ 70,480
Management and distribution fees receivable 54,482 54,105
Other receivables 16,630 13,790
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation
and amortization of $42,716 and $38,526, respectively 30,978 31,279
Other investments 67,358 58,918
Goodwill 523,613 511,851
Other intangible assets, net of accumulated amortization of $9,332 and $5,426, respectively 59,818 63,724
Other assets 39,370 36,895
------------ ------------
$ 966,685 $ 841,042
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 304,001 $ 305,000
Accrued compensation and other expenses 56,510 56,619
Deferred compensation 30,199 27,976
Deferred income tax liability, net 24,478 12,083
Other liabilities 56,865 50,538
------------ ------------
Total liabilities 472,053 452,216
------------ ------------
Minority interest 46,650 3,063
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 165,732 155,188
Retained earnings 749,411 688,325
Unamortized cost of restricted stock awards (131) (748)
Accumulated other comprehensive loss (4,249) (4,859)
------------ ------------
911,972 839,115
Less common stock held in treasury, at cost (28,198,008 and 28,184,996 shares, respectively) (463,990) (453,352)
------------ ------------
Total common stockholders' equity 447,982 385,763
------------ ------------
$ 966,685 $ 841,042
============ ============
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
Operating revenues:
Investment advisory fees from assets under management $ 103,479 $ 91,013 $ 297,770 $ 262,225
Underwriting and distribution of investment products 2,169 2,839 7,031 9,376
Performance fees/other revenue 15,179 8,554 23,670 13,762
---------- ---------- ---------- ----------
Total operating revenues 120,827 102,406 328,471 285,363
Operating expenses:
Compensation and benefits 36,711 27,343 94,654 71,913
Advertising and promotional costs 2,834 3,065 8,485 10,032
Occupancy and equipment costs 4,732 4,843 14,556 13,016
Amortization of intangible assets 1,302 1,183 3,906 2,594
Travel and entertainment 1,955 2,026 5,691 6,139
Outside services 2,008 2,306 5,823 6,497
Other operating expenses 8,410 7,217 21,689 21,373
---------- ---------- ---------- ----------
Total operating expenses 57,952 47,983 154,804 131,564
Operating income 62,875 54,423 173,667 153,799
Net interest expense and other income/(expense) (1,816) (2,310) (3,713) (2,244)
---------- ---------- ---------- ----------
Income before taxes 61,059 52,113 169,954 151,555
Income taxes 23,691 20,105 65,942 59,106
---------- ---------- ---------- ----------
Net income $ 37,368 $ 32,008 $ 104,012 $ 92,449
========== ========== ========== ==========
Average common and common equivalent shares outstanding:
Basic 92,773 93,312 92,605 94,205
========== ========== ========== ==========
Diluted 96,296 96,878 95,924 98,529
========== ========== ========== ==========
Earnings per common share:
Basic $ 0.40 $ 0.34 $ 1.12 $ 0.98
========== ========== ========== ==========
Diluted $ 0.39 $ 0.33 $ 1.08 $ 0.94
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
4
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
UNAUDITED
(IN THOUSANDS)
CLASS A CLASS B ADDITIONAL
COMMON COMMON PAID-IN RETAINED
STOCK STOCK CAPITAL EARNINGS
---------- ---------- ---------- ----------
Balance at December 31, 2002 $ 476 $ 733 $ 155,188 $ 688,325
Net income 104,012
Cash dividends paid (37,980)
Amortization of restricted
stock awards
Purchase of treasury stock
Exercise of stock options (4,995)
Issuance of restricted stock 49
Tax benefit of options exercised 10,544
Other
---------- ---------- ---------- ----------
Balance at September 30, 2003 $ 476 $ 733 $ 165,732 $ 749,411
========== ========== ========== ==========
UNAMORTIZED ACCUMULATED
COST OF OTHER
RESTRICTED COMPREHENSIVE TREASURY
STOCK AWARDS INCOME/(LOSS) STOCK TOTAL
------------ ------------- ---------- ----------
Balance at December 31, 2002 $ (748) $ (4,859) $ (453,352) $ 385,763
Net income 104,012
Cash dividends paid (37,980)
Amortization of restricted
stock awards 747 747
Purchase of treasury stock (30,674) (30,674)
Exercise of stock options 19,955 14,960
Issuance of restricted stock (130) 81 -
Tax benefit of options exercised 10,544
Other 610 610
------------ ------------- ---------- ----------
Balance at September 30, 2003 $ (131) $ (4,249) $ (463,990) $ 447,982
============ ============= ========== ==========
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2003 2002
---------- ----------
Cash flows from operating activities:
Net income $ 104,012 $ 92,449
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes 11,054 6,897
Depreciation of office property and equipment 5,727 5,367
Amortization of intangible assets 3,906 2,594
Amortization of debt related costs, net (see Notes 7 & 8) 3 -
Net (increase) decrease in assets:
Management and distribution fees receivable (377) 17,117
Other receivables (2,840) 2,796
Other assets (821) 14,585
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (109) (1,726)
Deferred compensation 2,223 (673)
Security purchase obligations - (739)
Other liabilities 4,372 14,861
Other 11,062 18,233
---------- ----------
Net cash provided from operating activities 138,212 171,761
---------- ----------
Cash flows from financing activities:
Proceeds from notes payable 300,000 250,000
Repayment of notes payable (305,000) (128,000)
Net private placement related items (see Notes 7 & 8) 101 -
Dividends paid (37,980) (35,013)
Proceeds from stock options exercised 14,960 27,080
Proceeds from Rittenhouse stock options exercised 42,474 40,504
Repurchase of Rittenhouse stock - (45,036)
Acquisition of treasury stock (30,674) (133,481)
---------- ----------
Net cash used for financing activities (16,119) (23,946)
---------- ----------
Cash flows from investing activities:
NWQ acquisition, net of cash received and liability due to Old Mutual - (156,653)
Net purchase of office property and equipment (6,045) (5,432)
Proceeds from sales of investment securities 417 1,378
Purchases of investment securities (1,821) (1,614)
Contingent consideration for Symphony acquisition (7,932) -
Other (2,756) (1,071)
---------- ----------
Net cash used for investing activities (18,137) (163,392)
---------- ----------
Increase/(decrease) in cash and cash equivalents 103,956 (15,577)
Cash and cash equivalents:
Beginning of year 70,480 83,659
---------- ----------
End of period $ 174,436 $ 68,082
---------- ----------
Supplemental Information:
Taxes paid $ 41,730 $ 33,332
Interest paid $ 5,050 $ 4,297
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2003
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.
Certain amounts in the prior year financial statements have been reclassified to
conform to the 2003 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 EARNINGS PER COMMON SHARE
On May 9, 2002, the Company's Board of Directors declared a 2-for-1 stock split
to be effected as a dividend to shareholders of record as of June 3, 2002. All
references in the consolidated financial statements and notes as to number of
shares, per share amounts and market prices of the Company's common stock have
been restated to reflect the increased number of shares outstanding.
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 and nine-month periods ended September 30, 2003
and September 30, 2002.
In thousands, For the three months ended
except per share data September 30, 2003 September 30, 2002
- -------------------------------- --------------------------------- ---------------------------------
Net Per-share Net Per-share
income Shares amount income Shares amount
--------- --------- --------- --------- --------- ---------
Net income $ 37,368 $ 32,008
Less: Preferred stock dividends - -
--------- ---------
Basic EPS 37,368 92,773 $ 0.40 32,008 93,312 $ 0.34
Dilutive effect of:
Restricted stock - 466 - 463
Employee stock options - 3,057 - 2,691
Assumed conversion of
preferred stock - - - 412
--------- ------ --------- ------
Diluted EPS $ 37,368 96,296 $ 0.39 $ 32,008 96,878 $ 0.33
7
In thousands, For the nine months ended
except per share data September 30, 2003 September 30, 2002
- -------------------------------- --------------------------------- ---------------------------------
Net Per-share Net Per-share
income Shares amount income Shares amount
--------- --------- --------- --------- --------- ---------
Net income $ 104,012 $ 92,449
Less: Preferred stock dividends - (141)
--------- ---------
Basic EPS 104,012 92,605 $ 1.12 92,308 94,205 $ 0.98
Dilutive effect of:
Restricted stock - 465 - 400
Employee stock options - 2,854 - 3,374
Assumed conversion of
preferred stock - - 141 550
--------- ------ --------- ------
Diluted EPS $ 104,012 95,924 $ 1.08 $ 92,449 98,529 $ 0.94
Options to purchase 2,170,000 and 5,149,800 shares of the Company's common stock
were outstanding at September 30, 2003 and 2002, respectively, but were not
included in the computation of diluted earnings per share because the options'
respective weighted average exercise prices of $27.50 and $27.21 per share,
respectively, were greater than the average market price of the Company's common
shares during the applicable period.
NOTE 3 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 September 30, 2003, Nuveen
Investments, LLC's net capital ratio was 1.48 to 1 and its net capital was
$21,001,439, which was $18,930,918 in excess of the required net capital of
$2,070,521.
NOTE 4 ACQUISITION OF NWQ INVESTMENT MANAGEMENT COMPANY, INC.
On August 1, 2002, Nuveen Investments completed the acquisition of NWQ
Investment Management Company, Inc. ("NWQ"). The results of NWQ's operations
have been included in Nuveen Investments' consolidated financial statements from
the date of acquisition. Nuveen Investments engaged external valuation experts
to determine the final purchase price allocation.
The following table presents unaudited actual results of operations for the
three-month and nine-month periods ended September 30, 2003 and unaudited
pro-forma information for the three-month and nine-month periods ended September
30, 2002. The unaudited pro-forma information as of September 30, 2002 reflects
a summary of the consolidated results of operations of Nuveen Investments and
NWQ as if the NWQ acquisition had occurred on January 1, 2002.
8
Actual Pro-Forma
In thousands, except per Three Months Ended Three Months Ended
share data September 30, 2003 September 30, 2002
------------------ ------------------
Revenues $120,827 $105,476
Net Income $ 37,368 $ 32,698
Earnings per common share
(diluted) $ 0.39 $ 0.34
Actual Pro-Forma
In thousands, except per Nine Months Ended Nine Months Ended
share data September 30, 2003 September 30, 2002
------------------ ------------------
Revenues $328,471 $305,960
Net Income $104,012 $ 94,278
Earnings per common share
(diluted) $ 1.08 $ 0.96
NOTE 5 GOODWILL AND INTANGIBLE ASSETS
The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2002 to September 30, 2003 presented on our
consolidated balance sheets (in thousands):
Goodwill
- --------
Balance at December 31, 2002 $511,851
Symphony acquisition - contingent consideration 11,762
--------
Balance at September 30, 2003 $523,613
--------
In compliance with the provisions of SFAS No. 142, we completed our annual
goodwill impairment test and our results indicated that, as of May 31, 2003,
there was no indication of potential impairment of goodwill.
The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
September 30, 2003 and December 31, 2002 (in thousands):
At September 30, 2003 At December 31, 2002
------------------------ ------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amortizable Intangible Assets Amount Amortization Amount Amortization
- ----------------------------- -------- ------------ -------- ------------
Various previous acquisitions $ 459 $ 459 $ 459 $ 459
Symphony-
Customer relationships 43,800 4,890 43,800 3,223
Internally developed software 1,622 701 1,622 458
Favorable lease 369 314 369 226
NWQ customer contracts 22,900 2,968 22,900 1,060
-------- -------- -------- --------
Total $ 69,150 $ 9,332 $ 69,150 $ 5,426
-------- -------- -------- --------
The projected amortization for the next five years is approximately $1.3 million
for the remaining three months of 2003, and annual amortization of $5.1 million
for each of 2004 and 2005, $5.0 million for 2006, and $4.8 million for 2007.
9
NOTE 6 STOCK-BASED COMPENSATION
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of Financial Accounting Standards Board Statement No.
123," was issued in December 2002 and amends the disclosure requirements of SFAS
No. 123, "Accounting for Stock Based Compensation" to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.
As discussed in the Company's latest annual report on Form 10-K, the Company
accounts for stock-based compensation plans in accordance with Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123 (as amended by SFAS No. 148) (in thousands, except
per share data):
Three Months Ended Nine Months Ended
----------------------- -----------------------
September 30 September 30
----------------------- -----------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net income, as reported $ 37,368 $ 32,008 $104,012 $ 92,449
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects (2,542) (2,349) (7,711) (6,714)
-------- -------- -------- --------
Pro forma net income $ 34,826 $ 29,659 $ 96,301 $ 85,735
Earnings per common share:
Basic - as reported $ 0.40 $ 0.34 $ 1.12 $ 0.98
Basic - pro forma $ 0.38 $ 0.32 $ 1.04 $ 0.91
Diluted - as reported $ 0.39 $ 0.33 $ 1.08 $ 0.94
Diluted - pro forma $ 0.36 $ 0.31 $ 1.00 $ 0.87
NOTE 7 NOTES PAYABLE
On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt"). These notes mature on September 19, 2008 and
carry a fixed coupon rate of 4.22%, payable semi-annually every March 19 and
September 19. These notes, which were issued at 100% of par, are unsecured, and
are prepayable at any time in whole or in part. In the event of prepayment, the
Company will 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.
Given the volatility of Treasury bond yields prior to the anticipated pricing
date (i.e., the date when the fixed coupon rate would be set), the Company
entered into a series of rate lock transactions. The purpose of the treasury
rate lock was to hedge against the risk that interest rates would rise prior to
the pricing date. The prevailing treasury rate had declined by the time the
private placement debt was priced and the rate lock transactions were settled
for a payment by the Company of $1.5
10
million (See Note 8). The loss on settlement of these transactions is being
amortized over the term of the private placement debt, resulting in an increase
in interest expense above the fixed rate of 4.22%.
In order to take advantage of the steepness of the yield curve after the private
placement debt was priced, the Company entered into several interest rate swap
transactions. Subsequently, the spread between floating and fixed rates narrowed
and these interest rate swap transactions were terminated and settled for a
payment to the Company of $3.2 million. This gain on settlement is being
amortized over the term of the private placement debt, effectively reducing
interest expense.
Given continued interest rate volatility, the Company decided to enter into a
new set of interest rate swap transactions in late September when spreads
widened again. These interest rate swap transactions, under which the Company
agrees to pay variable rates of interest, hedge only a portion ($150 million) of
the $300 million in fixed-rate private placement debt. The fair value of these
interest rate swap transactions as of September 30, 2003 was $2.4 million. These
interest rate swaps reduced our interest rate on fifty percent of the private
placement debt from the fixed rate of 4.22% to a floating rate of 1.77% for the
period ended September 30, 2003.
In addition to the $300 million in private placement debt, notes payable at
September 30, 2003 on the consolidated balance sheet includes the unamortized
gain of $3.2 million related to the terminated interest rate swaps and the fair
value of the open interest rate swaps of $2.4 million. Also included as a
reduction in notes payable at September 30, 2003 is $1.5 million in unamortized
private placement debt issuance costs. These costs are being amortized over the
term of the private placement debt.
In addition to the private placement debt, the Company has lines of credit with
a group of banks and a revolving loan agreement with its majority shareholder,
The St. Paul Companies Inc. ("St. Paul"). The line of credit is a revolving
credit line of $250 million, entered into on August 7, 2003. This committed line
is divided into two equal facilities-- one with a three-year term that expires
in August 2006 and one that is renewable every 364 days that expires in August
2004. 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 0.12% of the committed amount for the
three-year facility and 0.12% of the committed amount for the 364-day facility.
As of September 30, 2003, there were no amounts outstanding under these lines of
credit. For the nine-month periods ended September 30, 2003 and 2002, the
weighted-average interest rate on the committed lines was 1.49% and 2.07%,
respectively, for the three-year facility and 1.49% and 2.08%, respectively, for
the 364-day facility.
The revolving loan agreement with St. Paul was entered into on July 31, 2002. At
that time, Nuveen Investments borrowed the total amount available under the $250
million agreement. This loan facility was originally set to expire on July 15,
2003, however it was amended prior to this expiration date to provide for no
scheduled expiration date, but to specify that borrowings would be required to
be repaid within 30 days demand by St. Paul. During March 2003, the Company paid
down $145 million of the total debt that was outstanding under the St. Paul debt
facility. The remaining balance of $105 million was repaid on September 19,
2003. This loan facility carried a floating interest rate of LIBOR plus a margin
of up to 0.25%. For the nine months ended September 30, 2003 and September 30,
2002, the weighted average annual interest rate on the St. Paul debt facility
was 1.51% and 2.07%, respectively.
11
NOTE 8 DERIVATIVE FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards ("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 currently into 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 7, 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 sheet, 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 will be reclassified into earnings
commensurate with the recognition of the interest expense on the newly issued
debt.
Also as discussed in Note 7, during the three months ended September 30, 2003,
the Company entered into a series of interest rate swap transactions. First, the
Company entered into forward-starting interest rate swap agreements (the
"Agreements") as hedges against changes in a portion of the fair value of the
anticipated private placement debt. The aggregate notional amount of the
Agreements was $150 million. 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 (one-half of the total firm
commitment of $300 million for the private placement debt that closed on
September 19, 2003). Prior to the close of the private placement debt on
September 19, 2003, the Agreements were terminated. The cancellation of these
interest rate swap transactions resulted in a total gain to the Company of $3.2
million. In accordance with accounting principles generally accepted in the
United States of America, this gain is being amortized over the term of the
private placement debt.
Later in September 2003, the Company entered into another set of interest rate
swap transactions with an aggregate notional amount of $150 million. These
interest rate swap transactions, under which the Company agrees to pay variable
rates of interest, are designated as fair value hedges to mitigate changes in
the fair value of the hedged portion ($150 million) of the fixed-rate private
placement debt. The fair value of these interest rate swap transactions as of
September 30, 2003 was $2.4 million and is reflected in "Other Assets" on the
accompanying consolidated balance sheet, with a corresponding increase in "Notes
Payable" representing the change in fair value of the fixed
12
rate debt. The fair value adjustment had no earnings impact since the interest
rate swaps are considered highly effective for accounting purposes in
eliminating the interest rate risk of the fixed rate debt they are hedging.
Finally, the Company holds stock purchase warrants of the National Association
of Securities Dealers ("NASD"), received in connection with our purchase of NASD
common stock. These stock purchase warrants are considered to be derivatives,
but are not designated as hedges. These warrants are carried at a market value
of $3,885 and are included in "Other investments" on the accompanying
consolidated balance sheets. For the nine months ended September 30, 2003, the
Company has recorded approximately $16,000 of losses into income from continuing
operations relating to the change in the market value of these derivatives
during this period.
NOTE 9 RELATED PARTY TRANSACTIONS
On June 30, 2002, the Company made a loan of approximately $2.1 million to one
of Symphony's prior owners, Maestro LLC. The members of Maestro LLC are also
employees of Symphony. This uncollateralized, interest-bearing loan is payable
on or before December 31, 2006 and carries an interest rate equal to the
Applicable Federal Rate published by the Secretary of the Treasury (as of
September 2003, the applicable interest rate was 3.43% per annum). Any 5-year
contingent consideration payments required to be made by the Company relating to
the Symphony acquisition may be used to offset this loan obligation. The 5-year
contingent consideration amount earned for the three months ended September 30,
2003 of $760,454 has been used to offset a portion of this loan obligation. As
of September 30, 2003 and December 31, 2002, the remaining note receivable of
approximately $1.4 million and $2.1 million, respectively, is included in other
assets on our consolidated balance sheets.
NOTE 10 SUBSEQUENT EVENTS
Options to purchase 391,122 shares of Rittenhouse Asset Management, Inc.
("Rittenhouse"), a subsidiary of the Company, non-voting Class B common stock
were exercised by current and former employees on April 11, 2003 under the
Rittenhouse 1997 Equity Incentive Award Plan. Rittenhouse accounted for these
options in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees." As a result of this exercise, the Company recorded $42.5 million of
minority interest on our consolidated balance sheets at September 30, 2003. The
stock was repurchased on October 13, 2003, thereby eliminating the minority
interest position. Purchase price in excess of the exercise price in the amount
of $11.1 million was recorded as goodwill.
13
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2003
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, including 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.
Our primary business activities generate three principal sources of revenue: (1)
ongoing advisory fees earned on assets under management, including separately
managed accounts, exchange-traded funds and mutual funds, (2) underwriting and
distribution revenues earned upon the sale of certain investment products and
(3) incentive fees earned on certain institutional accounts based on the
performance of such accounts.
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.
RELEVANT EVENTS
The following events reported in our 2002 annual report are relevant to the
interpretation of our third quarter and year-to-date 2003 results:
On August 1, 2002, we finalized the acquisition of NWQ Investment Management
Company, Inc. ("NWQ"), an asset management firm based in Los Angeles with
approximately $7 billion of assets under management at the time of the
acquisition. NWQ specializes in value-oriented equity investments and has
significant relationships among institutions and financial advisors. Cash
payments totaling approximately $145 million will be made to the seller, which
includes up to a maximum of $20.5 million to be paid over a five-year period
under the terms of a strategic alliance agreement.
On May 9, 2002, we announced a 2-for-1 split of our common stock. The stock
split was effected as a dividend to shareholders of record as of June 3, 2002.
For comparability, all prior period share information has been restated for the
split.
In early 2002, we announced our intention to stop depositing continuously
offered equity and fixed-income defined portfolio products. The discontinuation
of this product line was completed in the first quarter of 2002.
14
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.
Total advisory fee income earned during any period is directly related to the
market value of the assets we manage. Advisory fee income will increase with a
rise in the level of assets under management. Assets under management rise with
the addition of new managed accounts or deposits into existing managed accounts,
the sale of fund shares, the addition of assets under management from the
acquisition of other advisory companies, 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 sponsor into shares of mutual
funds. Fee income will decline when managed assets decline, as would occur when
the values of fund portfolio investments decrease or when managed account
withdrawals or mutual fund redemptions exceed sales and reinvestments.
Distribution revenue is earned as mutual fund products are sold to the public
through financial advisors. Correspondingly, distribution revenue will rise and
fall with the level of our sales of these products, and has been impacted by our
decision to discontinue the defined portfolio product line in 2002. Underwriting
fees are earned on the initial public offerings of our exchange-traded funds.
The level of 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 a fund.
SUMMARY OF OPERATING RESULTS
The table presented below highlights the results of our operations for the
three-month and nine-month periods ended September 30, 2003 and 2002:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
($ in millions except per share amounts)
For the third quarter of For the first nine months of
2003 2002 % change 2003 2002 % change
-------- -------- -------- -------- -------- --------
Gross sales of investment products $ 4,404 $ 4,744 (7) $ 14,024 $ 11,454 23
Net flows of investment products 2,085 2,655 (21) 7,278 5,123 42
Assets under management(1)(2) 90,059 76,928 17 90,059 76,928 17
Operating revenues 120.8 102.4 18 328.5 285.4 15
Operating expenses 58.0 48.0 21 154.8 131.6 18
Net income 37.4 32.0 17 104.0 92.4 13
Basic earnings per share(3) 0.40 0.34 18 1.12 0.98 14
Diluted earnings per share(3) 0.39 0.33 18 1.08 0.94 15
Dividends per share(3) 0.15 0.13 15 0.41 0.37 11
(1) At period end.
(2) Excludes defined portfolio assets under surveillance.
(3) The prior period has been adjusted to reflect the 2-for-1 stock split that
occurred in June of 2002.
15
Gross sales of investment products for the three-month and nine-month periods
ended September 30, 2003 and 2002 are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
-------- -------- -------- --------
Managed Assets:
Exchange-Traded Funds $ 1,299 $ 2,378 $ 5,824 $ 4,947
Mutual Funds 348 469 1,179 1,127
Managed Accounts 2,757 1,897 7,021 5,186
-------- -------- -------- --------
Total Managed Assets 4,404 4,744 14,024 11,260
Defined Portfolios - - - 194
-------- -------- -------- --------
Total $ 4,404 $ 4,744 $ 14,024 $ 11,454
======== ======== ======== ========
Gross sales of investment products in the third quarter were $4.4 billion, a
decline of 7% versus the same quarter of the prior year. During the quarter we
raised almost $300 million with our first exchange-traded fund that blends debt
and equity investment strategies. The leveraging of our successful second
quarter 2003 preferred and convertible income exchange-traded fund offering
added an additional $1.0 billion in assets. The combined sales of common and
preferred shares for the quarter of $1.3 billion was less than the combined
sales in the same quarter of the prior year in which we had two initial public
offerings. Sales of our mutual fund products declined 26%, driven by declines in
both municipal and equity and income fund sales. Managed account sales increased
45% due mainly to an increase in value equity account sales. A portion of the
increase was due to a full three months of sales in the third quarter of 2003
versus only two months in 2002 as a result of the timing of the NWQ acquisition.
However, excluding the impact of the extra month, value equity account sales
increased 79% for the quarter. Partially offsetting the increase in value equity
account sales was a decline in sales on our growth equity accounts.
Year-to-date sales increased $2.6 billion over the prior year, driven by an
increase in sales across all product categories, most notably in exchange-traded
funds and managed accounts. Combined, the two preferred and convertible income
exchange-traded funds offered this year raised over $5 billion in new assets and
our diversified dividend and income fund contributed $0.3 billion. The
leveraging of our fourth quarter 2002 fund offerings raised an additional $0.4
billion. This is an increase of $1.0 billion versus the first nine-months of
2002. Mutual fund sales increased 5% year-to-date primarily due to an increase
in municipal mutual fund sales. Year-to-date managed account sales increased
$1.8 billion driven mainly by the addition of NWQ value account sales. Excluding
the impact of the NWQ acquisition, managed account sales declined $0.7 billion
as increased fixed-income sales did not offset the decline in sales of growth
equity accounts.
16
Net flows (equal to sales, reinvestments and exchanges less redemptions) of
investment products for the three-month and nine-month periods ended September
30, 2003 and 2002 are shown below:
NET FLOWS
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
-------- -------- -------- --------
Managed Assets:
Exchange-Traded Funds $ 1,305 $ 2,383 $ 5,842 $ 4,965
Mutual Funds (66) 151 129 80
Managed Accounts 846 121 1,307 (116)
-------- -------- -------- --------
Total Managed Assets 2,085 2,655 7,278 4,929
Defined Portfolios - - - 194
-------- -------- -------- --------
Total $ 2,085 $ 2,655 $ 7,278 $ 5,123
======== ======== ======== ========
Net flows were $2.1 billion for the quarter and $7.3 billion year-to-date. Very
strong net flows from municipal managed accounts and taxable fixed-income
exchange-traded funds, together with positive flows from value-oriented equity
managed accounts more than offset net outflows from growth equity and
alternative investment managed accounts.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT(1)
(in millions)
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
2003 2002 2002
-------- -------- --------
Exchange-Traded Funds $ 46,131 $ 39,944 $ 38,523
Mutual Funds 12,043 11,849 11,866
Managed Accounts - Retail 22,985 19,403 18,753
Managed Accounts - Institutional 8,900 8,523 7,786
-------- -------- --------
Total $ 90,059 $ 79,719 $ 76,928
======== ======== ========
(1) Excludes defined portfolio product assets under surveillance
Assets under management rose $13.1 billion or 17% since the end of the third
quarter of the prior year. Positive drivers in this period were net flows ($9.5
billion) and equity market appreciation ($3.6 billion). Assets under management
grew $10.3 billion or 13% since the end of the prior year, driven by positive
net flows ($7.3 billion) and market appreciation ($3.0 billion) on both our
stock and bond assets under management.
17
Investment advisory fee income, net of sub-advisory fees and expense
reimbursements, is shown in the following table:
INVESTMENT ADVISORY FEES
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
-------- -------- -------- --------
Mutual Funds $ 15,357 $ 15,105 $ 45,663 $ 44,511
Exchange-Traded Products 56,797 49,101 163,254 140,413
Managed Accounts 31,325 26,807 88,853 77,301
-------- -------- -------- --------
Total $103,479 $ 91,013 $297,770 $262,225
======== ======== ======== ========
Advisory fees increased 14% for the quarter driven by higher asset levels across
all categories. An extra month of NWQ advisory fees drove a portion of the
increase, however, excluding the impact of the extra month, advisory fees still
increased 10%. Driving the increase was a 16% increase in fees on
exchange-traded funds as a result of assets raised during the preceding twelve
months. Fees on municipal and value equity managed accounts also increased
substantially, as a result of an overall increase in assets managed. Partially
offsetting these increases was a decline in fees on equity growth managed
accounts as a result of a decline in assets under management.
Advisory fees increased 13% year-to-date driven partially by the timing of the
NWQ acquisition. Excluding the timing impact of the NWQ acquisition, advisory
fees grew 5% as increases in advisory fees on exchange-traded products,
municipal mutual funds and municipal managed accounts were partially offset by a
decline in fees on equity mutual funds and growth equity managed accounts. Base
fees on our alternative-investment managed accounts also declined.
Underwriting and distribution revenue for the three-month and nine-month periods
ended September 30, 2003 and 2002 is shown in the following table:
UNDERWRITING AND DISTRIBUTION REVENUE
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
-------- -------- -------- --------
Mutual Funds $ 467 $ 440 $ 621 $ 1,774
Defined Portfolios (22) (17) (36) 2,590
Muni/Fund Preferred(TM) 679 422 1,792 1,150
Exchange-Traded Products 1,045 1,994 4,654 3,862
-------- -------- -------- --------
Total $ 2,169 $ 2,839 $ 7,031 $ 9,376
======== ======== ======== ========
Underwriting and distribution revenue declined for the quarter mainly as a
result of a reduction in underwriting revenue earned on our third quarter
exchange-traded fund offering. Mutual fund distribution revenue increased
slightly due to an increase in assets on which Securities and Exchange
Commission Rule 12B-1 fees are earned.
18
Year-to-date underwriting and distribution revenue declined as an increase in
underwriting revenue on our exchange-traded funds was offset by the decline in
distribution revenue on mutual funds and a decline in defined portfolio
distribution revenue resulting from the discontinuation of this product line.
The decline in mutual fund distribution revenue is due to an increase in
commissions paid to distributors on high dollar value sales, a shift in sales by
share class and the write-off of advanced commissions on the Nuveen Floating
Rate Fund.
PERFORMANCE FEES/OTHER OPERATING REVENUE
Performance fees/other operating 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 $6.6 million increase in performance fees/other operating
revenue for the third quarter of 2003 and the $9.9 million increase year-to-date
is primarily due to increases of $6.9 million and $11.9 million in Symphony
performance fees for the quarter and year-to-date, respectively. A portion of
the increase in performance fees is attributable to redemptions that occurred in
the second quarter and third quarter of 2003, which resulted in the early
recognition of performance fees that otherwise would have been earned in the
fourth quarter. These increases were partially offset by a decline in fees
earned on defined portfolio assets under surveillance as a result of a decline
in the overall level of these assets.
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month and
nine-month periods ended September 30, 2003 and 2002:
OPERATING EXPENSES
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
-------- -------- -------- --------
Compensation and Benefits $ 36,711 $ 27,343 $ 94,654 $ 71,913
Advertising and Promotion 2,834 3,065 8,485 10,032
Occupancy and Equipment 4,732 4,843 14,556 13,016
Amortization of Intangibles 1,302 1,183 3,906 2,594
Travel and Entertainment 1,955 2,026 5,691 6,139
Outside Services 2,008 2,306 5,823 6,497
Other Operating Expenses 8,410 7,217 21,689 21,373
-------- -------- -------- --------
Total $ 57,952 $ 47,983 $154,804 $131,564
======== ======== ======== ========
SUMMARY
Operating expenses increased 21% for the quarter driven by the inclusion of an
extra month of expenses for NWQ as a result of the timing of the acquisition and
an overall increase in compensation and benefits as a result of an increase in
profit sharing expense. Year-to-date, operating expenses increased 18% driven
almost entirely by the inclusion of expenses for NWQ. Excluding the impact of
the NWQ acquisition, operating expenses increased only 4% year-to-date, driven
by an increase in compensation and benefits.
COMPENSATION AND BENEFITS
Compensation and benefits increased 34% for the quarter. Base compensation was
up due mainly to the NWQ acquisition as third quarter 2003 results included an
extra month of expenses versus the same
19
quarter of 2002 as a result of the timing of the acquisition. Additionally,
profit sharing expense increased due primarily to an increase in profit sharing
expense at Symphony as a result of the increase in performance fees. Profit
sharing expense also rose as a result of an overall increase in financial
performance.
Compensation and benefits increased 32% year to date due mainly to the
acquisition of NWQ. Excluding the impact of the NWQ acquisition, compensation
and benefits increased 13% due mainly to an increase in profit sharing expense
at Symphony as a result of an increase in performance fees.
ADVERTISING AND PROMOTIONAL COSTS
Advertising and promotional expenditures decreased $0.2 million for the quarter
and $1.5 million year-to-date due to a reduction in spending as a result of a
more focused deployment of our marketing resources and the discontinuation of
our defined portfolio business.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles increased $0.1 million for the quarter and $1.3
million year-to-date due to an increase in amortization of intangible assets
related to the NWQ acquisition.
ALL OTHER OPERATING EXPENSES
All other operating expenses, including occupancy and equipment costs, travel
and entertainment, outside service fees, fund organization costs and other
expenses increased $0.7 million for the quarter mainly as a result of the NWQ
acquisition. Excluding NWQ, expenses were consistent with the same quarter of
the prior year.
Year-to-date, all other operating expenses increased only $0.7 million, despite
the addition of expenses for NWQ. Excluding NWQ, all other operating expenses
declined $3.2 million due mainly to a reduction in employee related costs as a
result of severance recorded in the first half of 2002 related to the
discontinuation of the defined portfolio business.
NET INTEREST EXPENSE AND OTHER INCOME/(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.
The overall decline in net interest expense and other income/(expense) of
approximately $0.5 million in the third quarter was due mainly to investment
losses recorded in the third quarter of 2002. The year-to-date increase of $1.5
million was primarily the result of an increase in net interest expense.
Interest and dividend revenues declined $1.3 million year-to-date due primarily
to a decline in cash on hand as a result of the NWQ acquisition, our stock
repurchase program and a reduction in yields on our invested cash. Interest
expense increased $1.3 million year-to-date compared with the prior year as a
result of the debt incurred in association with the acquisition of NWQ and an
increase in interest expense on deferred compensation. Partially offsetting the
increase in net interest expense was a decline in other income/(expense) as a
result of investment losses recorded in 2002.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities," which
provides new accounting guidance on when to consolidate a variable interest
entity. A variable interest entity exists when either the total equity
investment at risk is not sufficient to permit the entity to finance its
activities by itself, or the equity investors lack one of three characteristics
associated with owning a controlling financial interest. Those
20
characteristics include the direct or indirect ability to make decisions about
an entity's activities through voting rights or similar rights, the obligation
to absorb the expected losses of an entity if they occur, and the right to
receive the expected residual returns of the entity if they occur. We have
elected to defer the implementation of FASB Interpretation No. 46. This decision
is based on the recent FASB Staff Position issued on October 9, 2003 deferring
the effective date for applying the provisions of Interpretation No. 46 until
the fourth quarter of 2003. We do not expect that the adoption of this
Interpretation will have a material impact on our consolidated earnings.
CAPITAL RESOURCES, LIQUIDITY
AND FINANCIAL CONDITION
On September 19, 2003 we issued $300 million of senior unsecured notes (the
"private placement debt") which mature on September 19, 2008 and carry a fixed
coupon rate of 4.22%, payable semi-annually every March 19 and September 19.
These notes, which were issued at 100% of par, are unsecured, and are prepayable
at any time in whole or in part. In the event of prepayment, the
Company will 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.
In addition to the private placement debt, the Company has lines of credit with
a group of banks. On August 7, 2003, the Company entered into a $250 million
revolving line of credit with a group of banks. This committed line is divided
into two equal facilities-- one with a three-year term that expires in August
2006 and one that is renewable every 364 days that expires in August 2004.
Proceeds from borrowings under this new 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. As of September 30, 2003, there were no amounts outstanding under
these lines of credit.
On July 31, 2002, Nuveen Investments entered into, and borrowed the total amount
available under a $250 million revolving loan agreement with its majority
shareholder, The St. Paul Companies, Inc. ("St. Paul"). This loan facility was
originally set to expire on July 15, 2003, however was amended prior to this
expiration date to provide for no scheduled expiration date, but to specify that
borrowings would be required to be repaid within 30 days demand by St. Paul. A
portion of the proceeds from this $250 million loan was used to repay $128
million of the previous outstanding debt of $183 million (at December 31, 2001)
under the bank facility discussed above, while the remainder of the proceeds was
used to help fund the NWQ acquisition. During March 2003, the Company paid down
$145 million of the total debt that was outstanding under the St. Paul debt
facility. The remaining balance of $105 million was repaid on September 19,
2003. This loan facility carries a floating interest rate of LIBOR plus a margin
of up to 0.25%.
Options to purchase 391,122 shares of Rittenhouse non-voting Class B common
stock were exercised by current and former employees on April 11, 2003 under the
Rittenhouse Financial Services, Inc. 1997 Equity Incentive Award Plan.
Rittenhouse accounted for these options in accordance with APB Opinion No. 25,
"Accounting for Stock Issued to Employees." As a result of this exercise, the
Company recorded $42.5 million of minority interest on its consolidated balance
sheet at September 30, 2003. The Company repurchased the stock in October 2003
(see Note 10 to Consolidated Financial Statements - Subsequent Events) for $53.5
million using a portion of the proceeds from the private placement debt
previously discussed.
As part of the NWQ acquisition, key management purchased a non-controlling,
member interest in NWQ Investment Management Company, LLC. The non-controlling
interest of $3.0 million as of September 30, 2003, 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
21
the first nine months of 2003, we recorded approximately $0.8 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.
At September 30, 2003, we held in treasury 28,198,008 shares of Class A common
stock acquired in open market transactions. During the third quarter, we
repurchased 364,000 Class A common shares in open market transactions.
Year-to-date we have repurchased 1,243,662 such shares. As part of a share
repurchase program approved on August 9, 2002, we are authorized to purchase up
to 7.0 million shares of common stock. As of September 30, 2003, there were 4.7
million shares remaining under this share repurchase plan.
During the first nine months of 2003, we paid out dividends on common shares
totaling $38.0 million, $13.9 million of which was paid in the third quarter of
2003.
Our broker/dealer subsidiary is subject to requirements of the Securities and
Exchange Commission relating to liquidity and capital standards (See Note 3 to
Consolidated Financial Statements).
Management believes that cash provided from operations and borrowings available
under its uncommitted and committed credit facilities will provide us with
sufficient liquidity to meet our operating needs for the foreseeable future.
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
net asset value of funds we manage, which in turn would result in a decline in
investment advisory and performance fee revenue.
FORWARD-LOOKING INFORMATION AND FACTORS THAT MAY AFFECT OUR FUTURE RESULTS
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 report on 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. 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
22
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; (11) the impact of recent accounting
pronouncements; and (12) unforeseen developments in litigation involving the
securities industry or the Company.
23
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SEPTEMBER 30, 2003
MARKET RISK
The following information, together with information included in this report
under Management's Discussion and Analysis of Financial Condition and Results of
Operations, describe the key aspects of certain financial instruments that have
market risk.
INTEREST RATE SENSITIVITY
As of September 30, 2003, all of our long-term debt was at a fixed interest
rate. However, in September we entered into a number of receive-fixed,
pay-floating interest rate swap agreements. The agreements effectively increase
our exposure to fluctuations in interest rates. At September 30, 2003 the
interest rate on 50% of the Company's fixed rate debt was converted to variable
rate debt through interest rate swaps. These swaps mature in September of 2008
and have a fair value of $2.4 million at September 30, 2003. During the quarter
ended September 30, 2003 we utilized interest rate lock contracts to hedge the
risk-free rate component of our then anticipated private placement debt
issuance. The contracts were closed during the quarter and no interest rate lock
contracts were outstanding at September 30, 2003. For further information
regarding interest rate contracts, refer to Note 8 to the Consolidated Financial
Statements - Derivative Financial Instruments.
INVESTMENT SENSITIVITY
We invest in short-term debt instruments, classified as "Cash and cash
equivalents" on our consolidated balance sheets. The investments are treated as
collateralized financing transactions and are carried at the amounts at which
they will be subsequently resold, including accrued interest. We also invest in
certain Company-sponsored managed investment funds that invest in a variety of
asset classes. These investments are carried on our consolidated financial
statements at fair market value and are subject to the investment performance of
the underlying sponsored fund. Any unrealized gain or loss is recognized upon
the sale of the investment.
We do not believe that the effect of any reasonably likely near-term changes in
interest rates would be material to our financial position, results of
operations or cash flows.
ITEM 4. CONTROLS AND PROCEDURES
As of September 30, 2003, 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. In connection
with management's evaluation, pursuant to Exchange Act Rule 13a-15(d), no
changes during the quarter ended September 30, 2003 were identified that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
24
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
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 AND REPORTS ON FORM 8-K
a) 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).
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, File No. 1-11123).
25
10.1* Investment Management Agreement and Expense
Reimbursement Agreement between Nuveen Diversified
Dividend and Income Fund and Nuveen Institutional
Advisory Corp.
10.2* Investment Sub-Advisory Agreement between Nuveen
Institutional Advisory Corp., as investment manager
of Nuveen Diversified Dividend and Income Fund, and
NWQ Investment Management Company, LLC.
10.3* Investment Sub-Advisory Agreement between Nuveen
Institutional Advisory Corp., as investment manager
of Nuveen Diversified Dividend and Income Fund, and
Security Capital Research & Management Incorporated.
10.4* Investment Sub-Advisory Agreement between Nuveen
Institutional Advisory Corp., as investment manager
of Nuveen Diversified Dividend and Income Fund, and
Symphony Asset Management, LLC.
10.5* Investment Sub-Advisory Agreement between Nuveen
Institutional Advisory Corp., as investment manager
of Nuveen Diversified Dividend and Income Fund, and
Wellington Management Company, LLP.
10.6* 3-Year Credit Agreement, dated as of August 7, 2003,
among the Company, Bank of America, N.A., Citibank,
N.A. and Bank One, N.A.
10.7* 364-Day Credit Agreement, dated as of August 7, 2003,
among the Company, Bank of America, N.A., Citibank,
N.A. and Bank One, N.A.
10.8* Note Purchase Agreement, dated as of September 19,
2003, relating to $300,000,000 principal amount of
4.22% Senior Notes Due September 19, 2008.
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 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.
b) Reports on Form 8-K
On July 15, 2003, a report was furnished to the Securities and
Exchange Commission on Form 8-K relating to the Company's July
15, 2003 press release announcing the Company's second quarter
2003 earnings results.
26
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: November 13, 2003 By /s/ John P. Amboian
-----------------------
John P. Amboian
President
DATE: November 13, 2003 By /s/ Margaret E. Wilson
-------------------------
Margaret E. Wilson
Senior Vice President, Finance
(Principal Financial and Accounting Officer)
27
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Investment Management Agreement and Expense Reimbursement
Agreement between Nuveen Diversified Dividend and Income Fund
and Nuveen Institutional Advisory Corp.
10.2 Investment Sub-Advisory Agreement between Nuveen Institutional
Advisory Corp., as investment manager of Nuveen Diversified
Dividend and Income Fund, and NWQ Investment Management Company,
LLC.
10.3 Investment Sub-Advisory Agreement between Nuveen Institutional
Advisory Corp., as investment manager of Nuveen Diversified
Dividend and Income Fund, and Security Capital Research &
Management Incorporated.
10.4 Investment Sub-Advisory Agreement between Nuveen Institutional
Advisory Corp., as investment manager of Nuveen Diversified
Dividend and Income Fund, and Symphony Asset Management, LLC.
10.5 Investment Sub-Advisory Agreement between Nuveen Institutional
Advisory Corp., as investment manager of Nuveen Diversified
Dividend and Income Fund, and Wellington Management Company,
LLP.
10.6 3-Year Credit Agreement, dated as of August 7, 2003, among the
Company, Bank of America, N.A., Citibank, N.A. and Bank One,
N.A.
10.7 364-Day Credit Agreement, dated as of August 7, 2003, among the
Company, Bank of America, N.A., Citibank, N.A. and Bank One,
N.A.
10.8 Note Purchase Agreement, dated as of September 19, 2003,
relating to $300,000,000 principal amount of 4.22% Senior Notes
Due September 19, 2008.
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 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