-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DyfRx2RVeO354ArKAlJYGdwNcBBATE/u7iEkm1lbbl+mpUzRIteqs4hR+clF1vZe Ssz7hxe2GY8nknsG7GgQpA== /in/edgar/work/20000803/0000928385-00-002091/0000928385-00-002091.txt : 20000921 0000928385-00-002091.hdr.sgml : 20000921 ACCESSION NUMBER: 0000928385-00-002091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000801 ITEM INFORMATION: FILED AS OF DATE: 20000803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001048750 STANDARD INDUSTRIAL CLASSIFICATION: [6211 ] IRS NUMBER: 541837743 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13731 FILM NUMBER: 685686 BUSINESS ADDRESS: STREET 1: 1001 19TH STREET N CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 MAIL ADDRESS: STREET 1: 1001 NINETEENTH ST N CITY: ARLINGTON STATE: VA ZIP: 22209 8-K 1 0001.txt FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): August 1, 2000 Friedman, Billings, Ramsey Group, Inc. (Exact name of Registrant as specified in its charter) Virginia 54-1837743 001-13731 (State or other (I.R.S. Employer incorporation or (Commission File Number) jurisdiction of organization) Identification No.)
1001 Nineteenth Street North Arlington, VA 22209 (Address of principal executive offices) (Zip code) (703) 312-9500 (Registrant's telephone number including area code) Item 5. Other Events 1. On August 1, 2000, Friedman, Billings, Ramsey Group, Inc. issued a press release announcing its earnings for the 2nd quarter 2000. The entire text of that press release is being filed herewith and attached as exhibit 99.1. 2. On August 1, 2000, Friedman, Billings, Ramsey Group, Inc. held a conference call announcing its earnings for the 2nd quarter 2000. The text of that conference call is being filed herewith and attached as exhibit 99.2. 3. Friedman, Billings, Ramsey Group, Inc., attaches herewith, as exhibit 99.3, Financial & Statistical Supplement - Operating Results, financial schedule of its operating results for 1999 and the 2nd quarter 2000. 99.1 Press Release dated August 1, 2000. 99.2 Conference Call script dated August 1, 2000. 99.3 Financial & Statistical Supplement - Operating Results. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. By: /s/ Emanuel J. Friedman Chairman and Co-Chief Executive Officer EX-99.1 2 0002.txt EXHIBIT 99.1 [FBR LOGO APPEARS HERE] For Immediate Release - --------------------- Media Contact: Michael W. Robinson (703)-312-1830 or mrobinson@fbr.com ----------------- Investor Contact: Kurt Harrington (703)-312-9647 or kharrington@fbr.com ------------------- Friedman, Billings, Ramsey Group Reports $0.11 Per Share Second Quarter Earnings ARLINGTON, Va., August 1, 2000 - Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR) today reported net income of $5.3 million, or $0.11 (diluted) per share for the second quarter ended June 30, 2000, versus net income of $5.8 million, or $0.12 (diluted) per share for the same quarter a year ago. Revenue for the second quarter was $43.5 million, compared with $40.4 million for the second quarter of 1999. For the first six months of the year, FBR had earnings of $0.24 (basic), and $0.23 (diluted) per share on revenue of $109.8 million, versus earnings of $0.12 (basic) and $0.12 (diluted) per share on revenue of $62.4 million for the same period in 1999. "In the second quarter, FBR saw solid earnings across the entire company, building on our robust results last quarter and continuing to demonstrate steady returns in key areas" said Chairman and Co-Chief Executive Officer Emanuel J. Friedman. "The on-going expansion and diversification of our businesses over the last two years continued to bear fruit in the quarter as our broadened base enabled FBR to generate revenues from a wide variety of sources," Friedman said. In the quarter, FBR's institutional brokerage unit recorded $17.4 million in revenue, more than $6.8 million, or 65 percent, ahead of the second quarter a year ago. "Our institutional brokerage success is a testament to the depth and breadth of our research department, as well as the skill of our traders. As we saw in the second quarter, it's in times of increased market volatility that the value of institutional-quality research is fully appreciated," Friedman said. In June, one of FBR's senior Internet analysts, David Hilal, was named the number one "stock picker" in the Internet sector by TheStreet.Com. In the second quarter, FBR's investment banking business turned in more than $9.9 million in revenue, despite a slowdown in new equity offerings. FBR engaged in private placements and mergers and acquisitions assignments in deals totaling $394.5 million. Additionally, the company continued to report strong results from its venture capital and private equity businesses. "We were particularly pleased that FBR Financial Services Partners closed its first sale," Friedman said. In the second quarter, FBR Financial Services Partners (Financial Fund II) sold its investment in Auction Finance Group, Inc. (AFG) to ADESA Corporation, a subsidiary of Minnesota Power, Inc. (NYSE: MPL) in a cash transaction. AFG, based in Miami, owns Canadian Auction Group, the largest auto auction operation in Canada. FBR's six managed funds have investments in 59 companies. "Looking forward, our investment banking pipeline is already showing signs of strength ahead of last quarter. Technology remains strong, and we have two lead-managed deals filed in other areas - energy and components. We also have seven co-managed transactions filed," Friedman said. "Additionally, we will continue to expand our areas of strength, including institutional research and mergers and acquisitions advisory services, in the coming months." Friedman added that FBR continues to implement its high net worth retail strategy, including using its online platform at fbr.com to leverage every facet of the business. "Closing the pending acquisition of Rushmore Trust and Savings, FSB, and Money Management Associates LP will offer us a host of additional products for individual investors," he said. FBR had 49.2 million common shares outstanding, shareholders' equity of $203.6 million, and book value per share of $4.14 as of June 30, 2000. A live webcast of FBR's conference call on today's results will be available at 9 a.m. (Eastern Time) at http://www.vcall.com/NASApp/VCall/EventPage?ID=29762. ---------------------------------------------------- Replays of the webcast will be available afterward. Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR) is a holding company for investment banking, institutional brokerage, venture capital, and other specialized asset management products and services. Headquartered in Northern Virginia, home to an array of leading global Internet companies, and with its proprietary online capabilities, FBR provides capital and financial expertise throughout a company's lifecycle. FBR has offices in Arlington and Reston, Va., Irvine, Ca., Boston, Charlotte, Chicago, Portland, Seattle, London, and Vienna. For more information, see www.fbr.com. ----------- # # # Statements concerning future performance, developments, negotiations or events, expectations or plans and objectives for future operations or for growth and market forecasts, and any other guidance on present and future periods, constitute forward-looking statements that are subject to a number of factors risks and uncertainties that might cause actual results to differ materially from stated expectations or current circumstances. These factors include but are not limited to competition among venture capital firms and the high degree of risk associated with venture capital investments, the effect of demand for public offerings, activity in the secondary securities markets, available technologies, competition for business and personnel, and general economic, political and market conditions. Note to Editors: 2 pages of financial information follow this page. - more - [FBR LOGO APPEARS HERE] FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)
Three Months Ended June 30, 2000 % 1999 % --------------- ------------ ------------ ------------- REVENUES: Investment banking $ 9,946 22.8% $17,213 42.6% Institutional brokerage 17,415 40.0% 10,553 26.1% Asset management 13,823 31.8% 9,507 23.5% Interest, dividends and other 2,352 5.4% 3,106 7.7% ------------- ---------- ---------- ----------- Total revenues 43,536 100.0% 40,379 100.0% ------------- ---------- ---------- ----------- EXPENSES: Compensation and benefits 25,209 57.9% 22,109 54.8% Business development and professional services 4,391 10.1% 5,908 14.6% Interest 319 0.7% 494 1.2% Other 7,552 17.3% 6,019 14.9% ------------- ---------- ---------- ----------- Total expenses 37,471 86.1% 34,530 85.5% ------------- ---------- ---------- ----------- Net income before 6,065 13.9% 5,849 14.5% income taxes Provision for income taxes 785 1.8% - 0.0% ------------- ---------- ---------- ----------- Net income $ 5,280 12.1% $ 5,849 14.5% ============= ========== ========== =========== Basic earnings per share $ 0.11 $ 0.12 =============== ============ Diluted earnings per share $ 0.11 $ 0.12 =============== ============ Weighted average shares - basic 49,106 48,692 =============== ============ Weighted average shares - diluted 50,065 49,703 =============== ============
-more- [FBR LOGO APPEARS HERE] FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) (Unaudited)
Six Months Ended June 30, 2000 % 1999 % --------------- ------------ --------------- ------------ REVENUES: Investment banking $ 26,642 24.3% $23,261 37.2% Institutional brokerage 29,092 26.5% 19,433 31.1% Asset management 49,700 45.3% 14,105 22.6% Interest, dividends and other 4,345 4.0% 5,649 9.0% --------------- ------------ --------------- ------------ Total revenues 109,779 100.0% 62,448 100.0% --------------- ------------ --------------- ------------ EXPENSES: Compensation and benefits 71,432 65.1% 36,347 58.2% Business development and professional services 9,008 8.2% 8,502 13.6% Interest 541 0.5% 1,001 1.6% Other 14,177 12.9% 10,704 17.1% --------------- ------------ --------------- ------------ Total expenses 95,158 86.7% 56,554 90.6% --------------- ------------ --------------- ------------ Net income before 14,621 13.3% 5,894 9.4% income taxes Provision for income taxes 2,924 2.7% - 0.0% --------------- ------------ --------------- ------------ Net income $ 11,697 10.7% $ 5,894 9.4% =============== ============ =============== ============ Basic earnings per share $ 0.24 $ 0.12 =============== =============== Diluted earnings per share $ 0.23 $ 0.12 =============== =============== Weighted average shares - basic 49,064 48,862 =============== =============== Weighted average shares - diluted 50,996 49,564 =============== ===============
EX-99.2 3 0003.txt EXHIBIT 99.2 Second Quarter 2000 FBR Group Earnings Conference Call Script August 1, 2000 [Speaker: Michael Robinson] Good morning. This is Michael Robinson, Vice President of Corporate Communications and Investor Relations at Friedman Billings Ramsey Group. Before beginning our call, I would like to remind everyone that statements concerning future performance, developments or events, concerning expectations for growth, filed backlog and market forecasts, and any other guidance on present and future periods, constitute forward-looking statements. These forward-looking statements are subject to a number of factors, risks, and uncertainties which might cause actual results or developments to differ materially from stated expectations or current circumstances. These factors include, but are not limited to, the effect of demand for public offerings, activity in the secondary securities markets, the high degree of risk associated with venture capital investment, competition among venture capital firms, competition for business and personnel, available technologies, and general economic, political, and market conditions. Additional information concerning factors that could cause actual results to differ materially is contained in FBR's Annual Report on Form 10K and quarterly reports on Form 10Q. 1 I would now like to turn over the call to our Chairman and Co-Chief Executive Officer, Emanuel Friedman. [New speaker: Manny Friedman] Thank you and good morning. As I'm sure you've seen by now, Friedman Billings Ramsey Group reported second quarter earnings this morning, with net income of $5.3 million, or $0.11 per share on a diluted basis. Revenue for the quarter was $43.5 million. Importantly, we continued to see our revenue this quarter grow across the entire company, as compared to the second quarter last year, even during a period of considerable market turmoil. And, on a year to date basis, we had earnings of $0.24 (basic), and $0.23 (diluted) per share on revenue of $109.8 million, versus earnings of $0.12 (basic) and $0.12 (diluted) on revenue of $62.4 million for the same period in 1999. 2 Before I turn the call over to our Chief Operating Officer, Bob Smith, for a detailed discussion of our earnings, I'd like to take a minute to tell you about the continued widening of FBR's revenue stream. Over the last several quarters the breadth of FBR's revenues have expanded to the point where we are no longer reliant on profits from a single department or group within the company to take us from quarter to quarter. Instead, by broadening our focus to include a host of activities in the capital markets, we now have the ability to pull different - - and many times, multiple - levers to maximize our revenue and generate significant shareholder value. Our institutional brokerage success is a testament to the depth and breadth of our research department, as well as the skill of our traders. As we saw in the second quarter, it's in times of increased market volatility that the value of institutional-quality research is fully appreciated. Research, the cornerstone of FBR, is integral to everything we do, and is deeply appreciated by clients and investors alike. In June, one of our senior Internet analysts, David Hilal, was named the number one stock picker in the Internet sector by TheStreet.Com. 3 With a steady stream of earnings in hand, we have embarked on a tightly-focused effort to invest in our future, with expanded research capabilities and institutional brokerage, including operations in the United States and Europe. We have continued to focus our investment banking resources on our core areas of strength: technology, energy, financial services, and real estate. During the second quarter, we also launched several new venture capital funds, and look forward to offering an expanded selection of products for individual investors once we close our pending acquisition of Rushmore Trust & Savings and Money Management Associates. The expansion of our revenue stream cannot be underestimated in its importance. From investment banking, to institutional sales and trading, to venture capital, to our many online offerings, FBR is a broader and more diverse company today than it has ever been before. Quarter after quarter, we've demonstrated an ability to quickly move resources to take advantage of changes in the marketplace. Together, both of these efforts form the basis of our long-term strategy for growth. Simply stated: we will continue to build on our core strengths in institutional brokerage, investment banking, and research, while expanding our venture capital and other attractive asset management and recurring fee-based businesses in a targeted and tightly-focused manner. 4 With that, I'll turn the call over to Bob Smith for a detailed discussion of our second quarter earnings. [New speaker: Bob Smith] Thank you Manny. Let me take a few minutes to talk with you this morning about our second quarter, and then we will be pleased to take your questions. The second quarter was another good one for FBR. And, on a year to date basis, we had pre-tax earnings of $14.6 million, or after tax earnings of $0.24 per share on revenue of almost $110 million for the first half of the year. Our institutional brokerage and alternative asset management revenues all grew over their levels in the second quarter a year ago. While the second quarter of 2000 was a turbulent one in the capital markets with reduced activity for new issues and in the secondary markets generally, we were able to turn this turmoil to our advantage - recording $17.4 million in revenues from our institutional brokerage operations. 5 As you know, our entire institutional brokerage group is organized into teams - each one focused on a specific industry sector, or a group of related sectors. Teamed with our research and investment banking groups, this strategy has continued to pay off with more revenues, increased profits, and greater liquidity. And, despite the widely-reported slowdown in initial public offerings during the second quarter, our investment banking team as a whole continued to execute transactions, with private placements and advisory assignments supplementing our traditionally strong underwriting role. During the quarter, we completed private placements and mergers and acquisitions assignments in deals totaling $394.5 million. These included the sales of Webcast to Ibeam and Prism Financial to the Royal Bank of Canada. We also completed a $191 million private placement, in what we believe is the largest transaction to date in the e- solutions space. As these results make clear, the investments we've made over the last several years in expanding our research, trading, and investment banking capabilities across a range of industries is paying off. With a demonstrated ability to capture opportunity wherever it exists, our expertise spans several sectors, including technology, energy, financial services, and real estate. Our investment banking group is well-rounded and can benefit from multiple opportunities across the market. Similarly, we are well-positioned to benefit from the inevitable sector rotation in the capital markets. 6 Also, our asset management revenue was up in the quarter with $13.8 million, as compared to $9.5 million for the second quarter in 1999. This includes returns from our arbitrage fund, FBR Technology Venture Partners, FBR Financial Services Partners, and our managed real estate investment trust. Finally, let me mentioned our upcoming seventh annual Fall Investor Conference. With more than 1,200 global financial and technology leaders expected, the conference will be held September 10th through 12th in Washington. For a complete listing of the conference's sessions, please see our web site at www.fbr.com. Ted Leonsis, President, Interactive Properties Group, America - ----------- Online, Inc., will give the keynote address at lunch on Monday, September 11th. 7 With that, I would like to open the call for questions. With me today are Co- Chief Executive Officers, Manny Friedman, Eric Billings, and Russ Ramsey; and our Chief Financial Officer, Kurt Harrington. [At end of Q&A] If there are no further questions, that concludes our conference call for today. Thank you for joining us. Have a good day. # # # 8 EX-99.3 4 0004.txt EXHIBIT 99.3 [LOGO OF FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. APPEARS HERE] FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. Financial & Statistical Supplement -Operating Results (unaudited) (Dollars in thousands, except per share data)
YTD 2000 Q-2 00 Q-1 00 YTD 1999 Q-4 99 -------- ------ ------ -------- ------ Revenues - -------- Investment banking: Underwriting $ 11,711 $ 1,205 $ 10,506 $ 22,642 $ 6,200 Corporate finance 14,931 8,741 6,190 22,541 11,820 Investment income - - - 3,853 1,690 Institutional brokerage: Principal transactions 18,789 12,788 6,001 22,058 4,472 Agency commissions 10,303 4,627 5,676 14,988 5,048 Asset management: Base management fees 4,380 2,206 2,174 9,409 2,379 Incentive income 44,452 7,849 36,603 35,903 35,298 Net investment income (loss) 868 3,768 (2,900) (3,196) (1,870) Interest, dividends and other 4,345 2,352 1,993 10,768 2,559 --------- --------- --------- --------- --------- Total revenues 109,779 43,536 66,243 138,966 67,596 --------- --------- --------- --------- --------- Expenses - -------- Compensation and benefits 71,432 25,209 46,223 98,424 45,759 Business development & professional services 9,008 4,391 4,617 23,582 5,418 Clearing and brokerage fees 3,106 1,539 1,567 4,693 1,386 Occupancy & equipment 4,696 2,373 2,323 6,674 1,952 Communications 2,448 1,267 1,181 4,323 1,240 Interest expense 541 319 222 1,323 163 Other operating expenses 3,927 2,373 1,554 6,918 1,482 --------- --------- --------- --------- --------- Total expenses 95,158 37,471 57,687 145,937 57,400 --------- --------- --------- --------- --------- Net income (loss) before taxes 14,621 6,065 8,556 (6,971) 10,196 --------- --------- --------- --------- --------- Provision for income taxes 2,924 785 2,139 - - Net income (loss) $ 11,697 $ 5,280 $ 6,417 $ (6,971) $ 10,196 ========= ========= ========= ========= ========= Net income (loss) before taxes as a percentage of revenue 13.3% 13.9% 12.9% -5.0% 15.1% ROE (annualized) 11.9% 10.5% 13.3% -3.7% 22.7% Total shareholders' equity $ 203,637 $ 203,637 $ 198,063 $ 188,969 $ 188,969 Basic earnings (loss) per share $ 0.24 $ 0.11 $ 0.13 $ (0.14) $ 0.21 Diluted earnings (loss) per share $ 0.23 $ 0.11 $ 0.12 $ (0.14) $ 0.21 Ending shares outstanding (in thousands) 49,204 49,204 49,096 48,961 48,961 Book value per share $ 4.14 $ 4.14 $ 4.03 $ 3.86 $ 3.86 Assets under management (in millions) - ------------------------------------- Managed accounts $ 131.9 $ 131.9 $ 114.6 $ 180.2 $ 180.2 Hedge & offshore funds 114.3 114.3 98.8 151.6 151.6 Mutual funds 56.4 56.4 54.7 66.1 66.1 Private equity & venture capital 697.4 697.4 661.7 480.9 480.9 --------- --------- --------- --------- --------- Total $ 1,000.0 $ 1,000.0 $ 929.8 $ 878.8 $ 878.8 ========= ========= ========= ========= ========= Employee count 392 392 390 390 390 ========= ========= ========= ========= =========
Q-3 99 Q-2 99 Q-1 99 -------------- -------------- --------------- Revenues - -------- Investment banking: Underwriting $ 4,026 $ 9,245 $ 3,171 Corporate finance 2,024 5,820 2,877 Investment income 15 2,148 - Institutional brokerage: Principal transactions 4,721 6,804 6,061 Agency commissions 3,372 3,749 2,819 Asset management: Base management fees 2,714 2,052 2,264 Incentive income 62 470 73 Net investment income (loss) (10,572) 6,985 2,261 Interest, dividends and other 2,560 3,106 2,543 --------- --------- --------- Total revenues 8,922 40,379 22,069 --------- --------- --------- Expenses - -------- Compensation and benefits 16,318 22,109 14,238 Business development & professional services 9,662 5,908 2,594 Clearing and brokerage fees 1,098 1,195 1,014 Occupancy & equipment 1,738 1,422 1,562 Communications 1,246 913 924 Interest expense 159 494 507 Other operating expenses 1,762 2,489 1,185 --------- --------- --------- Total expenses 31,983 34,530 22,024 --------- --------- --------- Net income (loss) before taxes (23,061) 5,849 45 --------- --------- --------- Provision for income taxes - - - Net income (loss) $ (23,061) $ 5,849 $ 45 ========= ========= ========= Net income (loss) before taxes as a percentage of revenue -258.5% 14.5% 0.2% ROE (annualized) -51.4% 12.8% 0.1% Total shareholders' equity $ 170,922 $ 187,852 $ 176,876 Basic earnings (loss) per share $ (0.47) $ 0.12 $ 0.00 Diluted earnings (loss) per share $ (0.47) $ 0.12 $ 0.00 Ending shares outstanding (in thousands) 48,882 48,882 48,733 Book value per share $ 3.50 $ 3.84 $ 3.63 Assets under management (in millions) - ------------------------------------- Managed accounts $ 200.5 $ 212.5 $ 229.4 Hedge & offshore funds 177.1 212.4 194.7 Mutual funds 78.1 91.6 95.9 Private equity & venture capital 329.6 295.7 152.9 --------- --------- --------- Total $ 785.3 $ 812.2 $ 672.9 ========= ========= ========= Employee count 390 350 349 ========= ========= =========
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