UNITED STATES
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 Quarter Ended March 31, 2003
OR
| ¨ | 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 001-15361
Neuberger Berman Inc.
(Exact Name of Registrant As Specified in Its Charter)
| Delaware |
06-1523639 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 605 Third Avenue, New York, NY |
10158 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrants telephone number, including area code (212) 476-9000
(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 Exchange Act Rule 12b-2).
Yes x No ¨
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. 70,277,453 shares of Common Stock, par value $.01 per share, were outstanding as of April 30, 2003.
NEUBERGER BERMAN INC.
Form 10-Q
Forward Looking Statements
Our disclosure and analysis in this report or in documents that are incorporated by reference contain some forward looking statements. Forward looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. We use words such as anticipate, estimate, expect, project, intend, plan, believe, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that our expectations and beliefs are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that our actual results will not differ materially from our expectations or beliefs. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the adverse effect from a decline in the securities markets or if our products performance declines, a general downturn in the economy, changes in government policy or regulation, our inability to attract or retain key employees and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations. These statements are provided as permitted by the Private Litigation Reform Act of 1995. We undertake no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise.
1
Neuberger Berman Inc. and Subsidiaries
Condensed Consolidated Statements of Financial Condition (Unaudited)
(in thousands, except share data)
| March 31, 2003 |
December 31, 2002 |
|||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ |
328,672 |
|
$ |
279,610 |
| ||
| Cash and securities segregated for the exclusive benefit of clients |
|
347,928 |
|
|
391,229 |
| ||
| Cash and securities deposited with clearing organizations (including securities with market values of $10,243 and $14,205 at March 31, 2003 and December 31, 2002, respectively) |
|
14,247 |
|
|
15,785 |
| ||
| Securities purchased under agreements to resell |
|
4,155 |
|
|
305,017 |
| ||
| Receivable from brokers, dealers and clearing organizations |
|
3,134,409 |
|
|
2,264,656 |
| ||
| Receivable from clients |
|
376,351 |
|
|
502,549 |
| ||
| Fees receivable |
|
31,432 |
|
|
28,829 |
| ||
| Furniture, equipment and leasehold improvements, at cost, net of accumulated depreciation and amortization of $57,474 and $53,486 at March 31, 2003 and December 31, 2002, respectively |
|
43,449 |
|
|
43,912 |
| ||
| Other assets |
|
283,526 |
|
|
273,653 |
| ||
| Total assets |
$ |
4,564,169 |
|
$ |
4,105,240 |
| ||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Liabilities: |
||||||||
| Securities sold under agreements to repurchase |
$ |
|
|
$ |
368,227 |
| ||
| Payable to brokers, dealers and clearing organizations |
|
2,959,223 |
|
|
1,972,300 |
| ||
| Payable to clients |
|
934,543 |
|
|
1,101,637 |
| ||
| Other liabilities and accrued expenses |
|
107,383 |
|
|
113,940 |
| ||
|
|
4,001,149 |
|
|
3,556,104 |
| |||
| Long-term debt |
|
145,188 |
|
|
144,917 |
| ||
| Subordinated liability |
|
35,000 |
|
|
35,000 |
| ||
| Stockholders equity: |
||||||||
| Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued at March 31, 2003 and December 31, 2002 |
|
|
|
|
|
| ||
| Common stock, $.01 par value; 250,000,000 shares authorized; 76,985,277 and 76,299,152 shares issued at March 31, 2003 and December 31, 2002, respectively; 70,154,154 and 69,741,097 shares outstanding at March 31, 2003 and December 31, 2002, respectively |
|
770 |
|
|
763 |
| ||
| Paid-in capital |
|
385,063 |
|
|
367,976 |
| ||
| Retained earnings |
|
287,877 |
|
|
271,302 |
| ||
|
|
673,710 |
|
|
640,041 |
| |||
| Less: Treasury stock, at cost, of 6,831,123 and 6,558,055 shares at March 31, 2003 and December 31, 2002, respectively |
|
(248,087 |
) |
|
(241,329 |
) | ||
| Unearned compensation |
|
(42,791 |
) |
|
(29,493 |
) | ||
| Total stockholders equity |
|
382,832 |
|
|
369,219 |
| ||
| Total liabilities and stockholders equity |
$ |
4,564,169 |
|
$ |
4,105,240 |
| ||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
Neuberger Berman Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
| For The Three Months Ended March 31, | ||||||
| 2003 |
2002 | |||||
| REVENUES: |
||||||
| Investment advisory and administrative fees |
$ |
101,709 |
$ |
108,912 | ||
| Commissions |
|
26,404 |
|
39,598 | ||
| Interest |
|
12,176 |
|
19,378 | ||
| Clearance fees |
|
3,941 |
|
2,931 | ||
| Other income |
|
1,465 |
|
3,337 | ||
| Gross revenues |
|
145,695 |
|
174,156 | ||
| Interest expense |
|
8,884 |
|
13,961 | ||
| Net revenues after interest expense |
|
136,811 |
|
160,195 | ||
| OPERATING EXPENSES: |
||||||
| Employee compensation and benefits |
|
62,586 |
|
68,439 | ||
| Information technology |
|
7,274 |
|
5,797 | ||
| Rent and occupancy |
|
6,216 |
|
5,503 | ||
| Brokerage, clearing and exchange fees |
|
2,363 |
|
3,039 | ||
| Advertising and sales promotion |
|
1,412 |
|
2,193 | ||
| Distribution and fund administration |
|
5,811 |
|
5,820 | ||
| Professional fees |
|
3,155 |
|
2,542 | ||
| Depreciation and amortization |
|
4,104 |
|
3,697 | ||
| Other expenses |
|
6,222 |
|
5,344 | ||
| Total operating expenses |
|
99,143 |
|
102,374 | ||
| Net income before taxes |
|
37,668 |
|
57,821 | ||
| Provision for income taxes |
|
15,820 |
|
24,574 | ||
| Net income |
$ |
21,848 |
$ |
33,247 | ||
| Net income per common share |
||||||
| Net income per shareBasic |
$ |
0.32 |
$ |
0.48 | ||
| Net income per shareDiluted |
$ |
0.32 |
$ |
0.47 | ||
| Weighted average common shares outstandingBasic |
|
68,723 |
|
70,044 | ||
| Weighted average common shares outstandingDiluted |
|
69,244 |
|
71,279 | ||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Neuberger Berman Inc. and Subsidiaries
Condensed Consolidated Statements of Changes
In Stockholders Equity (Unaudited)
(in thousands)
| For The Three Months Ended March 31, 2003 |
|||||||||||||||||||||||
| Common Stock |
Paid-in Capital |
Retained Earnings |
Treasury Stock |
Unearned Compensation |
Total |
||||||||||||||||||
| Beginning balance, December 31, 2002 |
$ |
763 |
$ |
367,976 |
|
$ |
271,302 |
|
$ |
(241,329 |
) |
$ |
(29,493 |
) |
$ |
369,219 |
| ||||||
| Dividends |
|
|
|
|
|
|
(5,273 |
) |
|
|
|
|
|
|
|
(5,273 |
) | ||||||
| Acquisition of treasury stock |
|
|
|
|
|
|
|
|
|
(9,574 |
) |
|
|
|
|
(9,574 |
) | ||||||
| Issuance of common stock |
|
7 |
|
17,185 |
|
|
|
|
|
2,921 |
|
|
(16,279 |
) |
|
3,834 |
| ||||||
| Amortization of unearned compensation |
|
|
|
|
|
|
|
|
|
|
|
|
2,885 |
|
|
2,885 |
| ||||||
| Forfeitures of restricted stock awards |
|
|
|
(98 |
) |
|
|
|
|
(105 |
) |
|
96 |
|
|
(107 |
) | ||||||
| Net income |
|
|
|
|
|
|
21,848 |
|
|||||||||||||||