UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 29, 2009
Affiliated Managers Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-13459 |
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04-3218510 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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600 Hale Street |
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Prides Crossing, Massachusetts |
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01965 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(617) 747-3300
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 Results of Operations and Financial Conditions.
On July 29, 2009, Affiliated Managers Group, Inc. (the “Company”) issued a press release setting forth its financial and operating results for the quarter ended June 30, 2009. A copy of this press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference herein.
ITEM 8.01 Other Events.
The financial statement tables set forth in the press release issued by the Company on July 29, 2009 are also filed as Exhibit 99.2 hereto and are hereby incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No. |
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Description |
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99.1* |
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Earnings Press Release issued by the Company on July 29, 2009. |
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99.2 |
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Certain Earnings Press Release Financial Statement Tables. |
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AFFILIATED MANAGERS GROUP, INC. |
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Date: July 29, 2009 |
By: |
/S/ JOHN KINGSTON, III |
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Name: John Kingston, III |
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Title: Executive
Vice President |
3
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1* |
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Earnings Press Release issued by the Company on July 29, 2009. |
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99.2 |
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Certain Earnings Press Release Financial Statement Tables. |
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
4
Exhibit 99.1
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Investor Relations: |
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Peter MacEwen |
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Alexandra Lynn |
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(617) 747-3300 ir@amg.com |
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Media Relations: |
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Laura O’Brien |
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(617) 747-3300 |
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pr@amg.com |
AMG Reports Financial and Operating Results
for the Second Quarter and First Half of 2009
Company Reports Cash EPS of $1.00; EPS of $0.26
BOSTON, July 29, 2009 — Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter and six months ended June 30, 2009.
For the second quarter of 2009, Cash Earnings Per Share (“Cash EPS”) were $1.00, compared to $1.49 for the same period of 2008, while diluted earnings per share for the second quarter of 2009 were $0.26, compared to $0.82 for the same period of 2008. For the second quarter of 2009, Cash Net Income was $42.4 million, compared to $62.1 million for the same period of 2008. For the second quarter of 2009, Net Income was $11.0 million, compared to $34.6 million for the same period of 2008. (Cash EPS and Cash Net Income are defined in the attached tables.)
For the second quarter of 2009, revenue was $201.2 million, compared to $309.0 million for the same period of 2008. For the second quarter of 2009, EBITDA was $53.2 million, compared to $88.3 million for the same period of 2008.
For the six months ended June 30, 2009, Cash Net Income was $80.1 million, while EBITDA was $102.4 million. For the same period, Net Income was $17.1 million, on revenue of $379.7 million. For the six months ended June 30, 2008, Cash Net Income was $120.3 million, while EBITDA was $176.9 million. For the same period, Net Income was $65.9 million, on revenue of $644.0 million.
Net client cash flows for the second quarter of 2009 were approximately $(1.6) billion. Pro forma for its pending investment with Harding Loevner, AMG’s aggregate assets under management were approximately $178.7 billion at June 30, 2009.
(more)
“AMG’s results reflect a strong quarter in the equity markets, and we remain confident in our forward growth prospects as the environment improves,” stated Sean M. Healey, President and Chief Executive Officer of AMG. “Our Affiliates produced strong relative performance across a diverse range of investment styles. Highlights for the quarter included value managers Tweedy, Browne and Third Avenue, which produced outstanding results in their highly regarded products, and emerging markets manager Genesis, which outperformed peers and benchmarks across its product set. Among our alternative products, AQR posted excellent performance in its major strategies, and credit specialist BlueMountain continued to deliver strong returns for its clients. Despite this strong performance, continued alternative outflows offset positive flows into our Affiliates’ traditional products. Looking ahead, with our Affiliates’ long-term track records of outperformance, we are well-positioned to generate strong organic growth as investors increasingly reallocate to risk-oriented assets.”
Mr. Healey added, “In addition, we continue to make excellent progress in our new investments area. We are pleased to announce today our agreement to complete our investment in Harding Loevner, a leading global growth equity manager. More broadly, we continue to actively evaluate an array of new investment prospects, and given AMG’s proven partnership approach, we are uniquely positioned to execute our growth strategy through accretive investments in new Affiliates. Our acquisition pipeline includes attractive investment opportunities involving the divestitures of asset management subsidiaries, and with improving market conditions, an increasing number of demographically-driven, succession-oriented transactions. With approximately $375 million of available cash resources, as well as an undrawn credit facility of $770 million, we remain well-positioned to execute on our new investment opportunities. Given our proven track record and significant financial capacity, we are confident in our ability to capitalize on this broad set of opportunities to deliver strong long-term returns for our shareholders.”
About Affiliated Managers Group
AMG is an asset management company with equity investments in a diverse group of boutique investment management firms. AMG’s strategy is to generate growth through the internal growth of its existing Affiliates, as well as through investments in new Affiliates. AMG’s innovative transaction structure allows individual members of each Affiliate’s management team to retain or receive significant direct equity ownership in their firm while maintaining operating autonomy. In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations. For more information, please visit the Company’s website at www.amg.com.
2
Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, the ability to close pending investments, the investment performance of our Affiliates and their ability to effectively market their investment strategies, and other risks detailed from time to time in AMG’s filings with the Securities and Exchange Commission. Reference is hereby made to the “Cautionary Statements” set forth in the Company’s Form 10-K for the year ended December 31, 2008.
AMG routinely posts information that may be significant for investors in the Investor Information section of its website, and encourages investors to consult that section regularly. For additional information, please visit www.amg.com.
Financial Tables Follow
A teleconference will be held with AMG’s management at 11:00 a.m. Eastern time today. Parties interested in listening to the teleconference should dial 1-877-941-8609 (domestic calls) or 1-480-629-9818 (international calls) starting at 10:45 a.m. Eastern time. Those wishing to listen to the teleconference should dial the appropriate number at least ten minutes before the call begins. The teleconference will be available for replay approximately one hour after the conclusion of the call. To access the replay, please dial 1-800-406-7325 (domestic calls) or 1-303-590-3030 (international calls) and enter the pass code, 4116595#. The live call and the replay of the session, and the additional financial information referenced during the teleconference, may also be accessed via the Web at www.amg.com.
###
3
Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
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Three Months |
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Three Months |
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Ended |
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Ended |
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6/30/08* |
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6/30/09 |
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Revenue |
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$ |
308,964 |
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$ |
201,246 |
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Net Income (controlling interest) |
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$ |
34,635 |
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$ |
10,979 |
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Cash Net Income (A) |
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$ |
62,088 |
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$ |
42,419 |
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EBITDA (B) |
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$ |
88,305 |
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$ |
53,155 |
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Average shares outstanding - diluted |
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42,371,454 |
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43,159,140 |
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Earnings per share - diluted |
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$ |
0.82 |
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$ |
0.26 |
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Average shares outstanding - adjusted diluted (C) |
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41,577,019 |
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42,286,500 |
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Cash earnings per share (C) |
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$ |
1.49 |
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$ |
1.00 |
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December 31, |
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June 30, |
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Cash and cash equivalents |
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$ |
396,431 |
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$ |
274,369 |
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Senior debt |
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$ |
233,514 |
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$ |
— |
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Senior convertible securities (D) |
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$ |
445,535 |
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$ |
451,255 |
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Junior convertible trust preferred securities (D) |
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$ |
505,034 |
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$ |
506,169 |
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Stockholders’ equity |
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$ |
924,801 |
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$ |
1,105,253 |
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(more)
4
Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
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Six Months |
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Six Months |
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Ended |
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Ended |
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6/30/08* |
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6/30/09 |
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Revenue |
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$ |
643,998 |
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$ |
379,721 |
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Net Income (controlling interest) |
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$ |
65,858 |
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$ |
17,104 |
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Cash Net Income (A) |
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$ |
120,275 |
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$ |
80,125 |
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EBITDA (B) |
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$ |
176,876 |
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$ |
102,383 |
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Average shares outstanding - diluted |
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41,597,282 |
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42,082,991 |
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Earnings per share - diluted |
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$ |
1.63 |
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$ |
0.41 |
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Average shares outstanding - adjusted diluted (C) |
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40,153,957 |
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41,209,769 |
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Cash earnings per share (C) |
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$ |
3.00 |
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$ |
1.94 |
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(more)
5
Affiliated Managers Group, Inc.
Reconciliations of Earnings Per Share Calculation
(dollars in thousands, except per share data)
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Three Months |
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Three Months |
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Ended |
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Ended |
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6/30/08* |
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6/30/09 |
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Net Income (controlling interest) |
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$ |
34,635 |
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$ |
10,979 |
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Convertible securities interest expense, net (E) |
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81 |
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36 |
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Net Income (controlling interest), as adjusted |
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$ |
34,716 |
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$ |
11,015 |
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Average shares outstanding - diluted |
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42,371,454 |
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43,159,140 |
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Earnings per share - diluted |
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$ |
0.82 |
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$ |
0.26 |
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Six Months |
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Six Months |
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Ended |
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Ended |
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6/30/08* |
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6/30/09 |
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Net Income (controlling interest) |
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$ |
65,858 |
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$ |
17,104 |
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Convertible securities interest expense, net (E) |
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2,075 |
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72 |
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Net Income (controlling interest), as adjusted |
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$ |
67,933 |
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$ |
17,176 |
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Average shares outstanding - diluted |
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41,597,282 |
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42,082,991 |
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Earnings per share - diluted |
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$ |
1.63 |
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$ |
0.41 |
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(more)
6
Affiliated Managers Group, Inc.
Reconciliations of Average Shares Outstanding
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Three Months |
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Three Months |
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Ended |
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Ended |
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6/30/08 |
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6/30/09 |
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Average shares outstanding - diluted |
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42,371,454 |
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43,159,140 |
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Assumed issuance of COBRA shares |
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— |
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— |
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Assumed issuance of LYONS shares |
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(1,454,332 |
) |
(873,803 |
) |
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Assumed issuance of 2008 Senior Convertible Notes shares |
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— |
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— |
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Assumed issuance of Trust Preferred shares |
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— |
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— |
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Dilutive impact of COBRA shares |
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— |
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— |
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Dilutive impact of LYONS shares |
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659,897 |
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1,163 |
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Dilutive impact of 2008 Senior Convertible Notes shares |
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— |
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— |
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Dilutive impact of Trust Preferred shares |
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— |
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— |
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Average shares outstanding - adjusted diluted (C) |
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41,577,019 |
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42,286,500 |
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Six Months |
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Six Months |
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Ended |
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Ended |
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6/30/08 |
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6/30/09 |
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Average shares outstanding - diluted |
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41,597,282 |
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42,082,991 |
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Assumed issuance of COBRA shares |
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(1,398,081 |
) |
— |
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Assumed issuance of LYONS shares |
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(1,454,419 |
) |
(873,803 |
) |
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Assumed issuance of 2008 Senior Convertible Notes shares |
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— |
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— |
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Assumed issuance of Trust Preferred shares |
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— |
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— |
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Dilutive impact of COBRA shares |
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757,385 |
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— |
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Dilutive impact of LYONS shares |
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651,790 |
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581 |
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Dilutive impact of 2008 Senior Convertible Notes shares |
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— |
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— |
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Dilutive impact of Trust Preferred shares |
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— |
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— |
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Average shares outstanding - adjusted diluted (C) |
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40,153,957 |
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41,209,769 |
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(more)
7
Affiliated Managers Group, Inc.
Operating Results
(in millions)
Assets Under Management
Statement of Changes - Quarter to Date
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Mutual |
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Institutional |
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High Net |
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Total |
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Assets under management, March 31, 2009 |
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$ |
30,623 |
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$ |
98,379 |
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$ |
23,914 |
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$ |
152,916 |
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Client cash inflows |
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1,927 |
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7,965 |
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1,296 |
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11,188 |
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Client cash outflows |
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(2,994 |
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(8,342 |
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(1,404 |
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(12,740 |
) |
||||
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Net client cash flows |
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(1,067 |
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(377 |
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(108 |
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(1,552 |
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Investment performance |
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5,636 |
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16,054 |
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2,891 |
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24,581 |
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Other (F) |
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— |
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(2,130 |
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(11 |
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(2,141 |
) |
||||
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Assets under management, June 30, 2009 |
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$ |
35,192 |
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$ |
111,926 |
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$ |
26,686 |
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$ |
173,804 |
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Statement of Changes - Year to Date |
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Mutual |
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Institutional |
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High
Net |
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Total |
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||||
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Assets under management, December 31, 2008 |
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$ |
34,704 |
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$ |
109,450 |
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$ |
25,991 |
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$ |
170,145 |
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Client cash inflows |
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3,402 |
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15,190 |
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2,616 |
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21,208 |
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||||
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Client cash outflows |
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(5,663 |
) |
(18,141 |
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(3,362 |
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(27,166 |
) |
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Net client cash flows |
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(2,261 |
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(2,951 |
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(746 |
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(5,958 |
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Investment performance |
|
2,749 |
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10,146 |
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1,511 |
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14,406 |
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||||
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Other (F) |
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— |
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(4,719 |
) |
(70 |
) |
(4,789 |
) |
||||
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Assets under management, June 30, 2009 |
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$ |
35,192 |
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$ |
111,926 |
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$ |
26,686 |
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$ |
173,804 |
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(more)
8
Affiliated Managers Group, Inc.
Operating Results
(in thousands)
Financial Results
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Three |
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Three |
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Months |
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Months |
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Ended |
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Percent |
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Ended |
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Percent |
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6/30/08* |
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of Total |
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6/30/09 |
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of Total |
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Revenue |
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Mutual Fund |
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$ |
125,980 |
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41% |
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$ |
72,360 |
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36% |
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Institutional |
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147,409 |
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48% |
|
101,491 |
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50% |
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High Net Worth |
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35,575 |
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11% |
|
27,395 |
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14% |
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$ |
308,964 |
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100% |
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$ |
201,246 |
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100% |
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EBITDA (B) |
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Mutual Fund |
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$ |
30,079 |
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34% |
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$ |
14,391 |
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27% |
|
|
Institutional |
|
47,317 |
|
54% |
|
31,690 |
|
60% |
|
||
|
High Net Worth |
|
10,909 |
|
12% |
|
7,074 |
|
13% |
|
||
|
|
|
$ |
88,305 |
|
100% |
|
$ |
53,155 |
|
100% |
|
|
|
|
|
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Six |
|
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|
Six |
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Months |
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|
Months |
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|
|
Ended |
|
Percent |
|
Ended |
|
Percent |
|
||
|
|
|
6/30/08* |
|
of Total |
|
6/30/09 |
|
of Total |
|
||
|
Revenue |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
260,843 |
|
40% |
|
$ |
140,698 |
|
37% |
|
|
Institutional |
|
307,488 |
|
48% |
|
183,729 |
|
48% |
|
||
|
High Net Worth |
|
75,667 |
|
12% |
|
55,294 |
|
15% |
|
||
|
|
|
$ |
643,998 |
|
100% |
|
$ |
379,721 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
EBITDA (B) |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
61,221 |
|
35% |
|
$ |
29,266 |
|
28% |
|
|
Institutional |
|
94,751 |
|
53% |
|
59,127 |
|
58% |
|
||
|
High Net Worth |
|
20,904 |
|
12% |
|
13,990 |
|
14% |
|
||
|
|
|
$ |
176,876 |
|
100% |
|
$ |
102,383 |
|
100% |
|
(more)
9
Affiliated Managers Group, Inc.
Reconciliations of Performance and Liquidity Measures
(in thousands)
|
|
|
Three Months |
|
Three Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
34,635 |
|
$ |
10,979 |
|
|
Intangible amortization |
|
13,500 |
|
16,000 |
|
||
|
Intangible-related deferred taxes |
|
9,040 |
|
9,544 |
|
||
|
APB 14-1 expense |
|
375 |
|
2,053 |
|
||
|
Affiliate equity expense |
|
2,858 |
|
1,889 |
|
||
|
Affiliate depreciation |
|
1,680 |
|
1,954 |
|
||
|
Cash Net Income (A) |
|
$ |
62,088 |
|
$ |
42,419 |
|
|
|
|
|
|
|
|
||
|
Cash flow from operations |
|
$ |
179,573 |
|
$ |
72,214 |
|
|
Interest expense, net of non-cash items |
|
15,705 |
|
13,928 |
|
||
|
Current tax provision |
|
12,356 |
|
(1,126 |
) |
||
|
Income from equity method investments, net of distributions |
|
1,821 |
|
5,428 |
|
||
|
Changes in assets and liabilities and other adjustments |
|
(121,150 |
) |
(37,289 |
) |
||
|
EBITDA (B) |
|
$ |
88,305 |
|
$ |
53,155 |
|
|
Holding company expenses |
|
15,700 |
|
10,537 |
|
||
|
EBITDA Contribution |
|
$ |
104,005 |
|
$ |
63,692 |
|
|
|
|
|
|
|
|
||
|
|
|
Six Months |
|
Six Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
65,858 |
|
$ |
17,104 |
|
|
Intangible amortization |
|
26,800 |
|
32,000 |
|
||
|
Intangible-related deferred taxes |
|
18,061 |
|
19,115 |
|
||
|
APB 14-1 expense |
|
1,457 |
|
4,110 |
|
||
|
Affiliate equity expense |
|
4,873 |
|
3,895 |
|
||
|
Affiliate depreciation |
|
3,226 |
|
3,901 |
|
||
|
Cash Net Income (A) |
|
$ |
120,275 |
|
$ |
80,125 |
|
|
|
|
|
|
|
|
||
|
Cash flow from operations |
|
$ |
242,780 |
|
$ |
87,905 |
|
|
Interest expense, net of non-cash items |
|
35,796 |
|
28,650 |
|
||
|
Current tax provision |
|
25,501 |
|
(9,171 |
) |
||
|
Income from equity method investments, net of distributions |
|
(12,146 |
) |
809 |
|
||
|
Changes in assets and liabilities and other adjustments |
|
(115,055 |
) |
(5,810 |
) |
||
|
EBITDA (B) |
|
$ |
176,876 |
|
$ |
102,383 |
|
|
Holding company expenses |
|
33,241 |
|
21,049 |
|
||
|
EBITDA Contribution |
|
$ |
210,117 |
|
$ |
123,432 |
|
(more)
10
Affiliated Managers Group, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share data)
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
June 30, |
|
June 30, |
|
||||||||
|
|
|
2008* |
|
2009 |
|
2008* |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue |
|
$ |
308,964 |
|
$ |
201,246 |
|
$ |
643,998 |
|
$ |
379,721 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Compensation and related expenses |
|
140,822 |
|
103,373 |
|
291,902 |
|
187,533 |
|
||||
|
Selling, general and administrative |
|
48,178 |
|
32,157 |
|
101,028 |
|
64,664 |
|
||||
|
Amortization of intangible assets |
|
8,551 |
|
8,044 |
|
16,901 |
|
16,138 |
|
||||
|
Depreciation and other amortization |
|
2,902 |
|
3,243 |
|
5,676 |
|
6,482 |
|
||||
|
Other operating expenses |
|
5,050 |
|
4,736 |
|
10,463 |
|
10,486 |
|
||||
|
|
|
205,503 |
|
151,553 |
|
425,970 |
|
285,303 |
|
||||
|
Operating income |
|
103,461 |
|
49,693 |
|
218,028 |
|
94,418 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-operating (income) and expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Investment and other (income) loss |
|
(426 |
) |
(7,191 |
) |
1,513 |
|
(6,950 |
) |
||||
|
Income from equity method investments |
|
(13,414 |
) |
(7,351 |
) |
(27,402 |
) |
(13,767 |
) |
||||
|
Investment
(income) loss from Affiliate |
|
(5,404 |
) |
(14,947 |
) |
8,930 |
|
(11,152 |
) |
||||
|
Interest expense |
|
16,927 |
|
19,193 |
|
39,864 |
|
39,141 |
|
||||
|
|
|
(2,317) |
|
(10,296 |
) |
22,905 |
|
7,272 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income before income taxes |
|
105,778 |
|
59,989 |
|
195,123 |
|
87,146 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income taxes - current |
|
12,356 |
|
(1,126 |
) |
25,501 |
|
(9,171 |
) |
||||
|
Income taxes - intangible-related deferred |
|
9,040 |
|
9,544 |
|
18,061 |
|
19,115 |
|
||||
|
Income taxes - other deferred |
|
(1,055 |
) |
(4,678 |
) |
(4,884 |
) |
(2,287 |
) |
||||
|
Net income |
|
85,437 |
|
56,249 |
|
156,445 |
|
79,489 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (non-controlling interests) (G) |
|
(45,650 |
) |
(30,671 |
) |
(98,824 |
) |
(51,549 |
) |
||||
|
Net
(income) loss (non-controlling interests |
|
(5,152 |
) |
(14,599 |
) |
8,237 |
|
(10,836 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net Income (controlling interest) |
|
$ |
34,635 |
|
$ |
10,979 |
|
$ |
65,858 |
|
$ |
17,104 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Average shares outstanding - basic |
|
39,300,624 |
|
41,450,659 |
|
36,885,373 |
|
40,740,486 |
|
||||
|
Average shares outstanding - diluted |
|
42,371,454 |
|
43,159,140 |
|
41,597,282 |
|
42,082,991 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Earnings per share - basic |
|
$ |
0.88 |
|
$ |
0.26 |
|
$ |
1.79 |
|
$ |
0.42 |
|
|
Earnings per share - diluted |
|
$ |
0.82 |
|
$ |
0.26 |
|
$ |
1.63 |
|
$ |
0.41 |
|
(more)
11
Affiliated Managers Group, Inc.
Consolidated Balance Sheets
(in thousands)
|
|
|
December 31, |
|
June 30, |
|
||
|
|
|
2008* |
|
2009 |
|
||
|
Assets |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
396,431 |
|
$ |
274,369 |
|
|
Investment advisory fees receivable |
|
131,099 |
|
113,899 |
|
||
|
Affiliate investments in partnerships (G) |
|
68,789 |
|
78,560 |
|
||
|
Affiliate investments in marketable securities |
|
10,399 |
|
13,789 |
|
||
|
Prepaid expenses and other current assets |
|
23,968 |
|
27,591 |
|
||
|
Total current assets |
|
630,686 |
|
508,208 |
|
||
|
|
|
|
|
|
|
||
|
Fixed assets, net |
|
71,845 |
|
66,885 |
|
||
|
Equity investments in Affiliates |
|
678,887 |
|
664,669 |
|
||
|
Acquired client relationships, net |
|
491,408 |
|
476,571 |
|
||
|
Goodwill |
|
1,243,583 |
|
1,255,793 |
|
||
|
Other assets |
|
96,291 |
|
108,170 |
|
||
|
Total assets |
|
$ |
3,212,700 |
|
$ |
3,080,296 |
|
|
|
|
|
|
|
|
||
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable and accrued liabilities |
|
$ |
183,794 |
|
$ |
118,909 |
|
|
Payables to related party |
|
26,187 |
|
2,907 |
|
||
|
Total current liabilities |
|
209,981 |
|
121,816 |
|
||
|
|
|
|
|
|
|
||
|
Senior debt |
|
233,514 |
|
— |
|
||
|
Senior convertible securities (D) |
|
445,535 |
|
451,255 |
|
||
|
Junior convertible trust preferred securities (D) |
|
505,034 |
|
506,169 |
|
||
|
Deferred income taxes |
|
319,491 |
|
338,047 |
|
||
|
Other long-term liabilities |
|
30,414 |
|
26,133 |
|
||
|
Total liabilities |
|
1,743,969 |
|
1,443,420 |
|
||
|
|
|
|
|
|
|
||
|
Redeemable non-controlling interests |
|
297,733 |
|
307,066 |
|
||
|
|
|
|
|
|
|
||
|
Equity: |
|
|
|
|
|
||
|
Common stock |
|
458 |
|
458 |
|
||
|
Additional paid-in capital |
|
817,713 |
|
762,292 |
|
||
|
Accumulated other comprehensive income |
|
(4,081 |
) |
10,723 |
|
||
|
Retained earnings |
|
813,664 |
|
830,768 |
|
||
|
|
|
1,627,754 |
|
1,604,241 |
|
||
|
Less treasury stock, at cost |
|
(702,953 |
) |
(498,988 |
) |
||
|
Total stockholders’ equity |
|
924,801 |
|
1,105,253 |
|
||
|
|
|
|
|
|
|
||
|
Non-controlling interests (G) |
|
180,732 |
|
149,252 |
|
||
|
Non-controlling interests in partnerships (G) |
|
65,465 |
|
75,305 |
|
||
|
|
|
|
|
|
|
||
|
Total equity |
|
1,170,998 |
|
1,329,810 |
|
||
|
Total liabilities and equity |
|
$ |
3,212,700 |
|
$ |
3,080,296 |
|
(more)
12
Affiliated Managers Group, Inc.
Consolidated Statements of Cash Flow
(in thousands)
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
June 30, |
|
June 30, |
|
||||||||
|
|
|
2008* |
|
2009 |
|
2008* |
|
2009 |
|
||||
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
|
||||
|
Net income |
|
$ |
85,437 |
|
$ |
56,249 |
|
$ |
156,445 |
|
$ |
79,489 |
|
|
Adjustments to reconcile
Net income to net cash flow |
|
|
|
|
|
|
|
|
|
||||
|
Amortization of intangible assets |
|
8,551 |
|
8,044 |
|
16,901 |
|
16,138 |
|
||||
|
Amortization of issuance costs |
|
530 |
|
1,841 |
|
1,209 |
|
3,636 |
|
||||
|
Depreciation and other amortization |
|
2,902 |
|
3,243 |
|
5,676 |
|
6,482 |
|
||||
|
Deferred income tax provision |
|
7,985 |
|
4,866 |
|
13,177 |
|
16,828 |
|
||||
|
Accretion of interest |
|
692 |
|
3,424 |
|
2,859 |
|
6,855 |
|
||||
|
Income from equity method investments, net of amortization |
|
(13,414 |
) |
(7,351 |
) |
(27,402 |
) |
(13,767 |
) |
||||
|
Distributions received from equity method investments |
|
16,542 |
|
9,879 |
|
49,447 |
|
28,820 |
|
||||
|
Tax benefit from exercise of stock options |
|
1,606 |
|
1,459 |
|
2,279 |
|
1,459 |
|
||||
|
Stock option expense |
|
3,617 |
|
1,958 |
|
7,400 |
|
3,135 |
|
||||
|
Affiliate equity expense |
|
4,475 |
|
3,469 |
|
7,610 |
|
6,719 |
|
||||
|
Other adjustments |
|
(6,650 |
) |
(21,248 |
) |
6,280 |
|
(18,698 |
) |
||||
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
||||
|
(Increase) decrease in investment advisory fees receivable |
|
30,874 |
|
(11,447 |
) |
58,924 |
|
17,895 |
|
||||
|
(Increase) decrease in Affiliate investments in partnerships |
|
(72 |
) |
(648 |
) |
(6,656 |
) |
331 |
|
||||
|
(Increase) decrease in prepaids and other current assets |
|
(1,616 |
) |
(9,470 |
) |
18,380 |
|
(9,213 |
) |
||||
|
Decrease in other assets |
|
7,357 |
|
1,085 |
|
9,111 |
|
2,915 |
|
||||
|
Increase (decrease) in accounts payable, accrued liabilities and other long-term liabilities |
|
30,757 |
|
26,861 |
|
(78,860 |
) |
(61,119 |
) |
||||
|
Cash flow from operating activities |
|
179,573 |
|
72,214 |
|
242,780 |
|
87,905 |
|
||||
|
Cash flow used in investing activities: |
|
|
|
|
|
|
|
|
|
||||
|
Cost of new investments, net of cash acquired |
|
(50,000 |
) |
(1,411 |
) |
(60,909 |
) |
(1,412 |
) |
||||
|
Purchase of fixed assets |
|
(2,592 |
) |
(663 |
) |
(5,140 |
) |
(1,215 |
) |
||||
|
Purchase of investment securities |
|
(9,001 |
) |
(2,911 |
) |
(23,444 |
) |
(11,746 |
) |
||||
|
Sale of investment securities |
|
9,451 |
|
— |
|
15,001 |
|
5,720 |
|
||||
|
Cash flow used in investing activities |
|
(52,142 |
) |
(4,985 |
) |
(74,492 |
) |
(8,653 |
) |
||||
|
Cash flow used in financing activities: |
|
|
|
|
|
|
|
|
|
||||
|
Borrowings of senior bank debt |
|
124,000 |
|
— |
|
301,000 |
|
— |
|
||||
|
Repayments of senior bank debt |
|
(126,500 |
) |
— |
|
(247,500 |
) |
(233,514 |
) |
||||
|
Settlement of convertible securities |
|
— |
|
— |
|
(208,730 |
) |
— |
|
||||
|
Issuance of common stock |
|
19,026 |
|
11,622 |
|
232,803 |
|
11,622 |
|
||||
|
Repurchase of common stock |
|
(14,252 |
) |
— |
|
(24,754 |
) |
— |
|
||||
|
Issuance costs |
|
(1,002 |
) |
— |
|
(1,941 |
) |
(921 |
) |
||||
|
Excess tax benefit from exercise of stock options |
|
6,921 |
|
1,086 |
|
9,807 |
|
1,086 |
|
||||
|
Settlement of derivative contracts |
|
8,154 |
|
— |
|
8,154 |
|
— |
|
||||
|
Settlement of forward equity sale agreement |
|
— |
|
— |
|
— |
|
144,258 |
|
||||
|
Note payments |
|
946 |
|
(2,932 |
) |
1,824 |
|
(4,479 |
) |
||||
|
Distributions to non-controlling interests |
|
(59,118 |
) |
(25,506 |
) |
(185,086 |
) |
(87,125 |
) |
||||
|
Repurchases of Affiliate equity |
|
(54,243 |
) |
(16,421 |
) |
(86,681 |
) |
(32,806 |
) |
||||
|
Subscriptions (redemptions) of Non-controlling interests in partnerships |
|
4 |
|
508 |
|
3,656 |
|
(471 |
) |
||||
|
Cash flow used in financing activities |
|
(96,064 |
) |
(31,643 |
) |
(197,448 |
) |
(202,350 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
(358 |
) |
1,492 |
|
(557 |
) |
1,036 |
|
||||
|
Net increase (decrease) in cash and cash equivalents |
|
31,009 |
|
37,078 |
|
(29,717 |
) |
(122,062 |
) |
||||
|
Cash and cash equivalents at beginning of period |
|
162,228 |
|
237,291 |
|
222,954 |
|
396,431 |
|
||||
|
Cash and cash equivalents at end of period |
|
$ |
193,237 |
|
$ |
274,369 |
|
$ |
193,237 |
|
$ |
274,369 |
|
(more)
13
Affiliated Managers Group, Inc.
Notes
* In the first quarter of 2009, the Company adopted Statement of Financial Accounting Standards (“FAS”) No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), FAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“FAS 160”), Emerging Issues Task Force Topic No. D-98 “Classification and Measurement of Redeemable Securities” (“Topic D-98”) and FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including Partial Cash Settlement)” (“APB 14-1”), each of which is discussed in further detail in its Quarterly Report on Form 10-Q for the first quarter of 2009. These accounting changes have been retrospectively applied to prior periods, and are reflected in the financial results presented herein.
(A) Under our Cash Net Income definition, we add to Net Income (controlling interest) amortization (including equity method amortization) and deferred taxes related to intangible assets and Affiliate depreciation and equity expenses, and exclude the effect of APB 14-1. This supplemental non-GAAP performance measure is provided in addition to, but not as a substitute for, Net Income. The Company considers Cash Net Income an important measure of its financial performance, as management believes it best represents operating performance before non-cash expenses relating to the acquisition of interests in its affiliated investment management firms. Cash Net Income is used by the Company’s management and Board of Directors as a principal performance benchmark.
The Company adds back amortization attributable to acquired client relationships because this expense does not correspond to the changes in value of these assets, which do not diminish predictably over time. The portion of deferred taxes generally attributable to intangible assets (including goodwill) that it no longer amortizes but which continues to generate tax deductions is added back because the Company believes it is unlikely these accruals will be used to settle material tax obligations. The Company adds back non-cash expenses relating to certain transfers of equity between Affiliate management partners when these transfers have no dilutive effect to shareholders. The Company adds back the portion of consolidated depreciation expense incurred by Affiliates because under its Affiliate operating agreements, the Company is generally not required to replenish these depreciating assets.
In connection with the recent accounting changes described above, in the first quarter of 2009 the Company modified its Cash Net Income definition to add back Affiliate equity and APB 14-1 expenses (both net of tax). In prior periods, Cash Net Income was defined as “Net Income plus amortization and deferred taxes related to intangible assets plus Affiliate depreciation.” Under this definition, Cash Net Income reported for the three and six months ended June 30, 2008 was $59,515 and $116,160, respectively.
(B) EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. This supplemental non-GAAP liquidity measure is provided in addition to, but not as a substitute for, cash flow from operations. As a measure of liquidity, the Company believes EBITDA is useful as an indicator of its ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by the Company, may not be consistent with computations of EBITDA by other companies. In reporting EBITDA by segment, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment.
(more)
14
(C) Cash earnings per share represents Cash Net Income divided by the adjusted diluted average shares outstanding. In this calculation, the potential share issuance in connection with the Company’s convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of the contingently convertible securities and the junior convertible trust preferred securities in excess of par, if any, are deemed to be outstanding. The Company believes the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of common stock) that occurs when these securities are converted and the Company is relieved of its debt obligation. This method does not take into account any increase or decrease in the Company’s cost of capital in an assumed conversion.
(D) In accordance with APB 14-1, the Company has bifurcated certain of its convertible debt securities into their debt and equity components on its balance sheet. The senior convertible securities balance consists of zero coupon senior convertible notes, which were not required to be bifurcated, and senior convertible notes due 2038. The principal amount at maturity of the senior convertible notes due 2038 was $460,000 at December 31, 2008 and June 30, 2009. The principal amount at maturity of the junior convertible trust preferred securities was $730,820 at December 31, 2008 and June 30, 2009.
(E) Convertible securities interest expense, net, includes the interest expense, net of tax, associated with the Company’s dilutive convertible securities (including the incremental interest expense attributable to APB 14-1 but excluding the interest expense associated with the Company’s mandatory convertible securities).
(F) Other includes assets under management attributable to Affiliate product closings, the financial effect of which is not material to the Company’s ongoing results.
(G) Income attributable to non-controlling interests on the Company’s income statement represents the profits allocated to Affiliate management owners and investors in certain Affiliate investments in partnerships that the Company is required to consolidate. Non-controlling interests on the Company’s balance sheet represents the undistributed profits and capital owned by Affiliate management, who retain a conditional right to sell their interests to the Company. Non-controlling interests in partnerships on the Company’s balance sheet represent the net assets owned by investors in certain Affiliate investment partnerships, who retain the conditional right to redeem their interests to the investment partnership.
15
Exhibit 99.2
Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
|
|
|
Three Months |
|
Three Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Revenue |
|
$ |
308,964 |
|
$ |
201,246 |
|
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
34,635 |
|
$ |
10,979 |
|
|
|
|
|
|
|
|
||
|
Cash Net Income (A) |
|
$ |
62,088 |
|
$ |
42,419 |
|
|
|
|
|
|
|
|
||
|
EBITDA (B) |
|
$ |
88,305 |
|
$ |
53,155 |
|
|
|
|
|
|
|
|
||
|
Average shares outstanding - diluted |
|
42,371,454 |
|
43,159,140 |
|
||
|
|
|
|
|
|
|
||
|
Earnings per share - diluted |
|
$ |
0.82 |
|
$ |
0.26 |
|
|
|
|
December 31, |
|
June 30, 2009 |
|
||
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
396,431 |
|
$ |
274,369 |
|
|
|
|
|
|
|
|
||
|
Senior debt |
|
$ |
233,514 |
|
$ |
— |
|
|
|
|
|
|
|
|
||
|
Senior convertible securities (C) |
|
$ |
445,535 |
|
$ |
451,255 |
|
|
|
|
|
|
|
|
||
|
Junior convertible trust preferred securities (C) |
|
$ |
505,034 |
|
$ |
506,169 |
|
|
|
|
|
|
|
|
||
|
Stockholders’ equity |
|
$ |
924,801 |
|
$ |
1,105,253 |
|
(more)
Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
|
|
|
Six Months |
|
Six Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Revenue |
|
$ |
643,998 |
|
$ |
379,721 |
|
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
65,858 |
|
$ |
17,104 |
|
|
|
|
|
|
|
|
||
|
Cash Net Income (A) |
|
$ |
120,275 |
|
$ |
80,125 |
|
|
|
|
|
|
|
|
||
|
EBITDA (B) |
|
$ |
176,876 |
|
$ |
102,383 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Average shares outstanding - diluted |
|
41,597,282 |
|
42,082,991 |
|
||
|
|
|
|
|
|
|
||
|
Earnings per share - diluted |
|
$ |
1.63 |
|
$ |
0.41 |
|
(more)
Affiliated Managers Group, Inc.
Reconciliations of Earnings Per Share Calculation
(dollars in thousands, except per share data)
|
|
|
Three Months |
|
Three Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
34,635 |
|
$ |
10,979 |
|
|
Convertible securities interest expense, net (D) |
|
81 |
|
36 |
|
||
|
Net Income (controlling interest), as adjusted |
|
$ |
34,716 |
|
$ |
11,015 |
|
|
|
|
|
|
|
|
||
|
Average shares outstanding - diluted |
|
42,371,454 |
|
43,159,140 |
|
||
|
|
|
|
|
|
|
||
|
Earnings per share - diluted |
|
$ |
0.82 |
|
$ |
0.26 |
|
|
|
|
Six Months |
|
Six Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
65,858 |
|
$ |
17,104 |
|
|
Convertible securities interest expense, net (D) |
|
2,075 |
|
72 |
|
||
|
Net Income (controlling interest), as adjusted |
|
$ |
67,933 |
|
$ |
17,176 |
|
|
|
|
|
|
|
|
||
|
Average shares outstanding - diluted |
|
41,597,282 |
|
42,082,991 |
|
||
|
|
|
|
|
|
|
||
|
Earnings per share - diluted |
|
$ |
1.63 |
|
$ |
0.41 |
|
(more)
Affiliated Managers Group, Inc.
Operating Results
(in millions)
Assets Under Management
Statement of Changes - Quarter to Date
|
|
|
Mutual |
|
Institutional |
|
High Net |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Assets under management, March 31, 2009 |
|
$ |
30,623 |
|
$ |
98,379 |
|
$ |
23,914 |
|
$ |
152,916 |
|
|
Client cash inflows |
|
1,927 |
|
7,965 |
|
1,296 |
|
11,188 |
|
||||
|
Client cash outflows |
|
(2,994 |
) |
(8,342 |
) |
(1,404 |
) |
(12,740 |
) |
||||
|
Net client cash flows |
|
(1,067 |
) |
(377 |
) |
(108 |
) |
(1,552 |
) |
||||
|
Investment performance |
|
5,636 |
|
16,054 |
|
2,891 |
|
24,581 |
|
||||
|
Other (E) |
|
— |
|
(2,130 |
) |
(11 |
) |
(2,141 |
) |
||||
|
Assets under management, June 30, 2009 |
|
$ |
35,192 |
|
$ |
111,926 |
|
$ |
26,686 |
|
$ |
173,804 |
|
Statement of Changes - Year to Date
|
|
|
Mutual
|
|
Institutional |
|
High
Net |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Assets under management, December 31, 2008 |
|
$ |
34,704 |
|
$ |
109,450 |
|
$ |
25,991 |
|
$ |
170,145 |
|
|
Client cash inflows |
|
3,402 |
|
15,190 |
|
2,616 |
|
21,208 |
|
||||
|
Client cash outflows |
|
(5,663 |
) |
(18,141 |
) |
(3,362 |
) |
(27,166 |
) |
||||
|
Net client cash flows |
|
(2,261 |
) |
(2,951 |
) |
(746 |
) |
(5,958 |
) |
||||
|
Investment performance |
|
2,749 |
|
10,146 |
|
1,511 |
|
14,406 |
|
||||
|
Other (E) |
|
— |
|
(4,719 |
) |
(70 |
) |
(4,789 |
) |
||||
|
Assets under management, June 30, 2009 |
|
$ |
35,192 |
|
$ |
111,926 |
|
$ |
26,686 |
|
$ |
173,804 |
|
(more)
Affiliated Managers Group, Inc.
Operating Results
(in thousands)
Financial Results
|
|
|
Three |
|
|
|
Three |
|
|
|
||
|
|
|
Months |
|
|
|
Months |
|
|
|
||
|
|
|
Ended |
|
Percent |
|
Ended |
|
Percent |
|
||
|
|
|
6/30/08* |
|
of Total |
|
6/30/09 |
|
of Total |
|
||
|
Revenue |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
125,980 |
|
41% |
|
$ |
72,360 |
|
36% |
|
|
Institutional |
|
147,409 |
|
48% |
|
101,491 |
|
50% |
|
||
|
High Net Worth |
|
35,575 |
|
11% |
|
27,395 |
|
14% |
|
||
|
|
|
$ |
308,964 |
|
100% |
|
$ |
201,246 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
EBITDA (B) |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
30,079 |
|
34% |
|
$ |
14,391 |
|
27% |
|
|
Institutional |
|
47,317 |
|
54% |
|
31,690 |
|
60% |
|
||
|
High Net Worth |
|
10,909 |
|
12% |
|
7,074 |
|
13% |
|
||
|
|
|
$ |
88,305 |
|
100% |
|
$ |
53,155 |
|
100% |
|
|
|
|
Six |
|
|
|
Six |
|
|
|
||
|
|
|
Months |
|
|
|
Months |
|
|
|
||
|
|
|
Ended |
|
Percent |
|
Ended |
|
Percent |
|
||
|
|
|
6/30/08* |
|
of Total |
|
6/30/09 |
|
of Total |
|
||
|
Revenue |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
260,843 |
|
40% |
|
$ |
140,698 |
|
37% |
|
|
Institutional |
|
307,488 |
|
48% |
|
183,729 |
|
48% |
|
||
|
High Net Worth |
|
75,667 |
|
12% |
|
55,294 |
|
15% |
|
||
|
|
|
$ |
643,998 |
|
100% |
|
$ |
379,721 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
EBITDA (B) |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
61,221 |
|
35% |
|
$ |
29,266 |
|
28% |
|
|
Institutional |
|
94,751 |
|
53% |
|
59,127 |
|
58% |
|
||
|
High Net Worth |
|
20,904 |
|
12% |
|
13,990 |
|
14% |
|
||
|
|
|
$ |
176,876 |
|
100% |
|
$ |
102,383 |
|
100% |
|
(more)
Affiliated Managers Group, Inc.
Reconciliations of Performance and Liquidity Measures
(in thousands)
|
|
|
Three Months |
|
Three Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
34,635 |
|
$ |
10,979 |
|
|
Intangible amortization |
|
13,500 |
|
16,000 |
|
||
|
Intangible-related deferred taxes |
|
9,040 |
|
9,544 |
|
||
|
APB 14-1 expense |
|
375 |
|
2,053 |
|
||
|
Affiliate equity expense |
|
2,858 |
|
1,889 |
|
||
|
Affiliate depreciation |
|
1,680 |
|
1,954 |
|
||
|
Cash Net Income (A) |
|
$ |
62,088 |
|
$ |
42,419 |
|
|
|
|
|
|
|
|
||
|
Cash flow from operations |
|
$ |
179,573 |
|
$ |
72,214 |
|
|
Interest expense, net of non-cash items |
|
15,705 |
|
13,928 |
|
||
|
Current tax provision |
|
12,356 |
|
(1,126 |
) |
||
|
Income from equity method investments, net of distributions |
|
1,821 |
|
5,428 |
|
||
|
Changes in assets and liabilities and other adjustments |
|
(121,150 |
) |
(37,289 |
) |
||
|
EBITDA (B) |
|
$ |
88,305 |
|
$ |
53,155 |
|
|
Holding company expenses |
|
15,700 |
|
10,537 |
|
||
|
EBITDA Contribution |
|
$ |
104,005 |
|
$ |
63,692 |
|
|
|
|
Six Months |
|
Six Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
6/30/08* |
|
6/30/09 |
|
||
|
|
|
|
|
|
|
||
|
Net Income (controlling interest) |
|
$ |
65,858 |
|
$ |
17,104 |
|
|
Intangible amortization |
|
26,800 |
|
32,000 |
|
||
|
Intangible-related deferred taxes |
|
18,061 |
|
19,115 |
|
||
|
APB 14-1 expense |
|
1,457 |
|
4,110 |
|
||
|
Affiliate equity expense |
|
4,873 |
|
3,895 |
|
||
|
Affiliate depreciation |
|
3,226 |
|
3,901 |
|
||
|
Cash Net Income (A) |
|
$ |
120,275 |
|
$ |
80,125 |
|
|
|
|
|
|
|
|
||
|
Cash flow from operations |
|
$ |
242,780 |
|
$ |
87,905 |
|
|
Interest expense, net of non-cash items |
|
35,796 |
|
28,650 |
|
||
|
Current tax provision |
|
25,501 |
|
(9,171 |
) |
||
|
Income from equity method investments, net of distributions |
|
(12,146 |
) |
809 |
|
||
|
Changes in assets and liabilities and other adjustments |
|
(115,055 |
) |
(5,810 |
) |
||
|
EBITDA (B) |
|
$ |
176,876 |
|
$ |
102,383 |
|
|
Holding company expenses |
|
33,241 |
|
21,049 |
|
||
|
EBITDA Contribution |
|
$ |
210,117 |
|
$ |
123,432 |
|
(more)
Affiliated Managers Group, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share data)
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
June 30, |
|
June 30, |
|
||||||||
|
|
|
2008* |
|
2009 |
|
2008* |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue |
|
$ |
308,964 |
|
$ |
201,246 |
|
$ |
643,998 |
|
$ |
379,721 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Compensation and related expenses |
|
140,822 |
|
103,373 |
|
291,902 |
|
187,533 |
|
||||
|
Selling, general and administrative |
|
48,178 |
|
32,157 |
|
101,028 |
|
64,664 |
|
||||
|
Amortization of intangible assets |
|
8,551 |
|
8,044 |
|
16,901 |
|
16,138 |
|
||||
|
Depreciation and other amortization |
|
2,902 |
|
3,243 |
|
5,676 |
|
6,482 |
|
||||
|
Other operating expenses |
|
5,050 |
|
4,736 |
|
10,463 |
|
10,486 |
|
||||
|
|
|
205,503 |
|
151,553 |
|
425,970 |
|
285,303 |
|
||||
|
Operating income |
|
103,461 |
|
49,693 |
|
218,028 |
|
94,418 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-operating (income) and expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Investment and other (income) loss |
|
(426 |
) |
(7,191 |
) |
1,513 |
|
(6,950 |
) |
||||
|
Income from equity method investments |
|
(13,414 |
) |
(7,351 |
) |
(27,402 |
) |
(13,767 |
) |
||||
|
Investment
(income) loss from Affiliate |
|
(5,404 |
) |
(14,947 |
) |
8,930 |
|
(11,152 |
) |
||||
|
Interest expense |
|
16,927 |
|
19,193 |
|
39,864 |
|
39,141 |
|
||||
|
|
|
(2,317 |
) |
(10,296 |
) |
22,905 |
|
7,272 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income before income taxes |
|
105,778 |
|
59,989 |
|
195,123 |
|
87,146 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income taxes - current |
|
12,356 |
|
(1,126 |
) |
25,501 |
|
(9,171 |
) |
||||
|
Income taxes - intangible-related deferred |
|
9,040 |
|
9,544 |
|
18,061 |
|
19,115 |
|
||||
|
Income taxes - other deferred |
|
(1,055 |
) |
(4,678 |
) |
(4,884 |
) |
(2,287 |
) |
||||
|
Net income |
|
85,437 |
|
56,249 |
|
156,445 |
|
79,489 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income (non-controlling interests) (F) |
|
(45,650 |
) |
(30,671 |
) |
(98,824 |
) |
(51,549 |
) |
||||
|
Net (income) loss (non-controlling interests in partnerships) (F) |
|
(5,152 |
) |
(14,599 |
) |
8,237 |
|
(10,836 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net Income (controlling interest) |
|
$ |
34,635 |
|
$ |
10,979 |
|
$ |
65,858 |
|
$ |
17,104 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Average shares outstanding - basic |
|
39,300,624 |
|
41,450,659 |
|
36,885,373 |
|
40,740,486 |
|
||||
|
Average shares outstanding - diluted |
|
42,371,454 |
|
43,159,140 |
|
41,597,282 |
|
42,082,991 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Earnings per share - basic |
|
$ |
0.88 |
|
$ |
0.26 |
|
$ |
1.79 |
|
$ |
0.42 |
|
|
Earnings per share - diluted |
|
$ |
0.82 |
|
$ |
0.26 |
|
$ |
1.63 |
|
$ |
0.41 |
|
(more)
Affiliated Managers Group, Inc.
Consolidated Balance Sheets
(in thousands)
|
|
|
December 31, |
|
June 30, |
|
||
|
|
|
2008* |
|
2009 |
|
||
|
Assets |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
396,431 |
|
$ |
274,369 |
|
|
Investment advisory fees receivable |
|
131,099 |
|
113,899 |
|
||
|
Affiliate investments in partnerships (F) |
|
68,789 |
|
78,560 |
|
||
|
Affiliate investments in marketable securities |
|
10,399 |
|
13,789 |
|
||
|
Prepaid expenses and other current assets |
|
23,968 |
|
27,591 |
|
||
|
Total current assets |
|
630,686 |
|
508,208 |
|
||
|
|
|
|
|
|
|
||
|
Fixed assets, net |
|
71,845 |
|
66,885 |
|
||
|
Equity investments in Affiliates |
|
678,887 |
|
664,669 |
|
||
|
Acquired client relationships, net |
|
491,408 |
|
476,571 |
|
||
|
Goodwill |
|
1,243,583 |
|
1,255,793 |
|
||
|
Other assets |
|
96,291 |
|
108,170 |
|
||
|
Total assets |
|
$ |
3,212,700 |
|
$ |
3,080,296 |
|
|
|
|
|
|
|
|
||
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable and accrued liabilities |
|
$ |
183,794 |
|
$ |
118,909 |
|
|
Payables to related party |
|
26,187 |
|
2,907 |
|
||
|
Total current liabilities |
|
209,981 |
|
121,816 |
|
||
|
|
|
|
|
|
|
||
|
Senior debt |
|
233,514 |
|
— |
|
||
|
Senior convertible securities (C) |
|
445,535 |
|
451,255 |
|
||
|
Junior convertible trust preferred securities (C) |
|
505,034 |
|
506,169 |
|
||
|
Deferred income taxes |
|
319,491 |
|
338,047 |
|
||
|
Other long-term liabilities |
|
30,414 |
|
26,133 |
|
||
|
Total liabilities |
|
1,743,969 |
|
1,443,420 |
|
||
|
|
|
|
|
|
|
||
|
Redeemable non-controlling interests |
|
297,733 |
|
307,066 |
|
||
|
|
|
|
|
|
|
||
|
Equity: |
|
|
|
|
|
||
|
Common stock |
|
458 |
|
458 |
|
||
|
Additional paid-in capital |
|
817,713 |
|
762,292 |
|
||
|
Accumulated other comprehensive income |
|
(4,081 |
) |
10,723 |
|
||
|
Retained earnings |
|
813,664 |
|
830,768 |
|
||
|
|
|
1,627,754 |
|
1,604,241 |
|
||
|
Less treasury stock, at cost |
|
(702,953 |
) |
(498,988 |
) |
||
|
Total stockholders’ equity |
|
924,801 |
|
1,105,253 |
|
||
|
|
|
|
|
|
|
||
|
Non-controlling interests (F) |
|
180,732 |
|
149,252 |
|
||
|
Non-controlling interests in partnerships (F) |
|
65,465 |
|
75,305 |
|
||
|
|
|
|
|
|
|
||
|
Total equity |
|
1,170,998 |
|
1,329,810 |
|
||
|
Total liabilities and equity |
|
$ |
3,212,700 |
|
$ |
3,080,296 |
|
(more)
Affiliated Managers Group, Inc.
Consolidated Statements of Cash Flow
(in thousands)
|
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
|
June 30, |
|
June 30, |
|
||||||||
|
|
|
2008* |
|
2009 |
|
2008* |
|
2009 |
|
||||
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
|
||||
|
Net income |
|
$ |
85,437 |
|
$ |
56,249 |
|
$ |
156,445 |
|
$ |
79,489 |
|
|
Adjustments to reconcile Net income to net cash
flow |
|
|
|
|
|
|
|
|
|
||||
|
Amortization of intangible assets |
|
8,551 |
|
8,044 |
|
16,901 |
|
16,138 |
|
||||
|
Amortization of issuance costs |
|
530 |
|
1,841 |
|
1,209 |
|
3,636 |
|
||||
|
Depreciation and other amortization |
|
2,902 |
|
3,243 |
|
5,676 |
|
6,482 |
|
||||
|
Deferred income tax provision |
|
7,985 |
|
4,866 |
|
13,177 |
|
16,828 |
|
||||
|
Accretion of interest |
|
692 |
|
3,424 |
|
2,859 |
|
6,855 |
|
||||
|
Income from equity method investments, net of amortization |
|
(13,414 |
) |
(7,351 |
) |
(27,402 |
) |
(13,767 |
) |
||||
|
Distributions received from equity method investments |
|
16,542 |
|
9,879 |
|
49,447 |
|
28,820 |
|
||||
|
Tax benefit from exercise of stock options |
|
1,606 |
|
1,459 |
|
2,279 |
|
1,459 |
|
||||
|
Stock option expense |
|
3,617 |
|
1,958 |
|
7,400 |
|
3,135 |
|
||||
|
Affiliate equity expense |
|
4,475 |
|
3,469 |
|
7,610 |
|
6,719 |
|
||||
|
Other adjustments |
|
(6,650 |
) |
(21,248 |
) |
6,280 |
|
(18,698 |
) |
||||
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
||||
|
(Increase) decrease in investment advisory fees receivable |
|
30,874 |
|
(11,447 |
) |
58,924 |
|
17,895 |
|
||||
|
(Increase) decrease in Affiliate investments in partnerships |
|
(72 |
) |
(648 |
) |
(6,656 |
) |
331 |
|
||||
|
(Increase) decrease in prepaids and other current assets |
|
(1,616 |
) |
(9,470 |
) |
18,380 |
|
(9,213 |
) |
||||
|
Decrease in other assets |
|
7,357 |
|
1,085 |
|
9,111 |
|
2,915 |
|
||||
|
Increase (decrease) in accounts payable, accrued
liabilities |
|
30,757 |
|
26,861 |
|
(78,860 |
) |
(61,119 |
) |
||||
|
Cash flow from operating activities |
|
179,573 |
|
72,214 |
|
242,780 |
|
87,905 |
|
||||
|
Cash flow used in investing activities: |
|
|
|
|
|
|
|
|
|
||||
|
Cost of new investments, net of cash acquired |
|
(50,000 |
) |
(1,411 |
) |
(60,909 |
) |
(1,412 |
) |
||||
|
Purchase of fixed assets |
|
(2,592 |
) |
(663 |
) |
(5,140 |
) |
(1,215 |
) |
||||
|
Purchase of investment securities |
|
(9,001 |
) |
(2,911 |
) |
(23,444 |
) |
(11,746 |
) |
||||
|
Sale of investment securities |
|
9,451 |
|
— |
|
15,001 |
|
5,720 |
|
||||
|
Cash flow used in investing activities |
|
(52,142 |
) |
(4,985 |
) |
(74,492 |
) |
(8,653 |
) |
||||
|
Cash flow used in financing activities: |
|
|
|
|
|
|
|
|
|
||||
|
Borrowings of senior bank debt |
|
124,000 |
|
— |
|
301,000 |
|
— |
|
||||
|
Repayments of senior bank debt |
|
(126,500 |
) |
— |
|
(247,500 |
) |
(233,514 |
) |
||||
|
Settlement of convertible securities |
|
— |
|
— |
|
(208,730 |
) |
— |
|
||||
|
Issuance of common stock |
|
19,026 |
|
11,622 |
|
232,803 |
|
11,622 |
|
||||
|
Repurchase of common stock |
|
(14,252 |
) |
— |
|
(24,754 |
) |
— |
|
||||
|
Issuance costs |
|
(1,002 |
) |
— |
|
(1,941 |
) |
(921 |
) |
||||
|
Excess tax benefit from exercise of stock options |
|
6,921 |
|
1,086 |
|
9,807 |
|
1,086 |
|
||||
|
Settlement of derivative contracts |
|
8,154 |
|
— |
|
8,154 |
|
— |
|
||||
|
Settlement of forward equity sale agreement |
|
— |
|
— |
|
— |
|
144,258 |
|
||||
|
Note payments |
|
946 |
|
(2,932 |
) |
1,824 |
|
(4,479 |
) |
||||
|
Distributions to non-controlling interests |
|
(59,118 |
) |
(25,506 |
) |
(185,086 |
) |
(87,125 |
) |
||||
|
Repurchases of Affiliate equity |
|
(54,243 |
) |
(16,421 |
) |
(86,681 |
) |
(32,806 |
) |
||||
|
Subscriptions (redemptions) of Non-controlling interests in partnerships |
|
4 |
|
508 |
|
3,656 |
|
(471 |
) |
||||
|
Cash flow used in financing activities |
|
(96,064 |
) |
(31,643 |
) |
(197,448 |
) |
(202,350 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
(358 |
) |
1,492 |
|
(557 |
) |
1,036 |
|
||||
|
Net increase (decrease) in cash and cash equivalents |
|
31,009 |
|
37,078 |
|
(29,717 |
) |
(122,062 |
) |
||||
|
Cash and cash equivalents at beginning of period |
|
162,228 |
|
237,291 |
|
222,954 |
|
396,431 |
|
||||
|
Cash and cash equivalents at end of period |
|
$ |
193,237 |
|
$ |
274,369 |
|
$ |
193,237 |
|
$ |
274,369 |
|
Affiliated Managers Group, Inc.
Notes
|
* |
In the first quarter of 2009, the Company adopted Statement of Financial Accounting Standards (“FAS”) No. 141 (revised 2007), “Business Combinations” (“FAS 141R”), FAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“FAS 160”), Emerging Issues Task Force Topic No. D-98 “Classification and Measurement of Redeemable Securities” (“Topic D-98”) and FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including Partial Cash Settlement)” (“APB 14-1”), each of which is discussed in further detail in its Quarterly Report on Form 10-Q for the first quarter of 2009. These accounting changes have been retrospectively applied to prior periods, and are reflected in the financial results presented herein. |
|
|
|
|
(A) |
Under our Cash Net Income definition, we add to Net Income (controlling interest) amortization (including equity method amortization) and deferred taxes related to intangible assets and Affiliate depreciation and equity expenses, and exclude the effect of APB 14-1. This supplemental non-GAAP performance measure is provided in addition to, but not as a substitute for, Net Income. The Company considers Cash Net Income an important measure of its financial performance, as management believes it best represents operating performance before non-cash expenses relating to the acquisition of interests in its affiliated investment management firms. Cash Net Income is used by the Company’s management and Board of Directors as a principal performance benchmark. |
|
|
|
|
|
The Company adds back amortization attributable to acquired client relationships because this expense does not correspond to the changes in value of these assets, which do not diminish predictably over time. The portion of deferred taxes generally attributable to intangible assets (including goodwill) that it no longer amortizes but which continues to generate tax deductions is added back because the Company believes it is unlikely these accruals will be used to settle material tax obligations. The Company adds back non-cash expenses relating to certain transfers of equity between Affiliate management partners when these transfers have no dilutive effect to shareholders. The Company adds back the portion of consolidated depreciation expense incurred by Affiliates because under its Affiliate operating agreements, the Company is generally not required to replenish these depreciating assets. |
|
|
|
|
|
In connection with the recent accounting changes described above, in the first quarter of 2009 the Company modified its Cash Net Income definition to add back Affiliate equity and APB 14-1 expenses (both net of tax). In prior periods, Cash Net Income was defined as “Net Income plus amortization and deferred taxes related to intangible assets plus Affiliate depreciation.” Under this definition, Cash Net Income reported for the three and six months ended June 30, 2008 was $59,515 and $116,160, respectively. |
|
|
|
|
(B) |
EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. This supplemental non-GAAP liquidity measure is provided in addition to, but not as a substitute for, cash flow from operations. As a measure of liquidity, the Company believes EBITDA is useful as an indicator of its ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by the Company, may not be consistent with computations of EBITDA by other companies. In reporting EBITDA by segment, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment. |
|
|
|
|
(C) |
In accordance with APB 14-1, the Company has bifurcated certain of its convertible debt securities into their debt and equity components on its balance sheet. The senior convertible securities balance consists of zero coupon senior convertible notes, which were not required to be bifurcated, and senior convertible notes due 2038. The principal amount at maturity of the senior convertible notes due 2038 was $460,000 at December 31, 2008 and June 30, 2009. The principal amount at maturity of the junior convertible trust preferred securities was $730,820 at December 31, 2008 and June 30, 2009. |
|
|
|
|
(D) |
Convertible securities interest expense, net, includes the interest expense, net of tax, associated with the Company’s dilutive convertible securities (including the incremental interest expense attributable to APB 14-1 but excluding the interest expense associated with the Company’s mandatory convertible securities). |
|
|
|
|
(E) |
Other includes assets under management attributable to Affiliate product closings, the financial effect of which is not material to the Company’s ongoing results. |
|
|
|
|
(F) |
Income attributable to non-controlling interests on the Company’s income statement represents the profits allocated to Affiliate management owners and investors in certain Affiliate investments in partnerships that the Company is required to consolidate. Non-controlling interests on the Company’s balance sheet represents the undistributed profits and capital owned by Affiliate management, who retain a conditional right to sell their interests to the Company. Non-controlling interests in partnerships on the Company’s balance sheet represent the net assets owned by investors in certain Affiliate investment partnerships, who retain the conditional right to redeem their interests to the investment partnership. |