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) October 22, 2008
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 October 22, 2008, Affiliated Managers Group, Inc. (the “Company”) issued a press release setting forth its financial and operating results for the quarter ended September 30, 2008. A copy of this press release is furnished as Exhibit 99.1 hereto and is 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 October 22, 2008. |
* 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: October 22, 2008 |
By: |
/S/ JOHN KINGSTON, III |
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Name: John Kingston, III |
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Title: Executive Vice President |
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General Counsel and Secretary |
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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 October 22, 2008. |
* 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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Contact: |
Brett S. Perryman |
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Laura O’Brien |
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Affiliated Managers Group, Inc. |
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(617) 747-3300 |
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ir@amg.com |
AMG Reports Financial and Operating Results
for the Third Quarter and Nine Months Ended September 30, 2008
Company Reports EPS of $0.69; Cash EPS of $1.31
BOSTON, October 22, 2008 – Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the third quarter and nine months ended September 30, 2008.
Cash earnings per share (“Cash EPS”) for the third quarter of 2008 were $1.31, compared to $1.56 for the third quarter of 2007, while diluted earnings per share for the third quarter of 2008 were $0.69, compared to $1.07 for the same period of 2007. Cash Net Income was $54.2 million for the third quarter of 2008, compared to $61.3 million for the third quarter of 2007. Net Income for the third quarter of 2008 was $24.8 million, compared to $42.6 million for the third quarter of 2007. (Cash EPS and Cash Net Income are defined in the attached tables.)
For the third quarter of 2008, revenue was $290.8 million, compared to $345.6 million for the third quarter of 2007. EBITDA for the third quarter of 2008 was $82.8 million, compared to $98.6 million for the same period of 2007.
For the nine months ended September 30, 2008, Cash Net Income was $170.3 million, while EBITDA was $261.0 million. For the same period, Net Income was $92.9 million, on revenue of $934.8 million. For the nine months ended September 30, 2007, Cash Net Income was $177.0 million, while EBITDA was $285.3 million. For the same period, Net Income was $121.1 million, on revenue of $986.9 million.
Pro forma for pending investments, the aggregate assets under management of AMG’s affiliated investment management firms at September 30, 2008 were approximately $219.3 billion. Net client cash flows for the third quarter of 2008 were approximately $(5.9) billion, with flows in the institutional, mutual fund and high net worth channels of $(4.7) billion, $(951) million, and $(338) million, respectively.
(more)
“In the midst of an extraordinarily difficult equity market environment, AMG produced solid results in the third quarter,” stated Sean M. Healey, President and Chief Executive Officer of AMG. “AMG has a strong and diverse business, and we are well positioned to weather the challenges of this period. AMG’s Affiliates are among the highest quality boutique managers in the industry, and the breadth of our participation across an array of investment styles provides balance to our results and consistency to our earnings. In addition, we have ample financial capacity, and a strong and stable capital structure to create long-term value for our shareholders.”
Mr. Healey continued, “AMG’s Affiliates are among the leaders in their respective investment disciplines, and while falling markets led to absolute levels of decline for many managers, our Affiliates produced strong performance relative to their peers and benchmarks across a range of product areas. Among our international products, emerging markets manager Genesis had strong relative returns, and deep value manager Tweedy, Browne’s Global and High Yield Dividend funds outperformed their respective benchmarks, as did the firm’s domestic Value fund. In the alternative area, First Quadrant had an excellent quarter, while BlueMountain generated strong results as well.”
“With the strong, recurring free cash flow generated by our business and a diverse capital structure, we have substantial financial capacity and flexibility in the current environment,” Mr. Healey added. “Other than long-term convertible securities, we have no net debt, and approximately $1 billion of available capacity under our revolving credit facility. Going forward, we remain focused on generating strong returns for our shareholders by opportunistically deploying our capital, through accretive new investments or stock repurchases, as appropriate.”
Mr. Healey concluded, “While market volatility inherently limits near-term new investment activity, looking ahead, we see tremendous opportunities to enhance our earnings through new investments. The environment for investing in asset management firms is becoming increasingly favorable, with significantly fewer competitors and reduced valuation levels, and at the same time, there is likely to be accelerating transaction activity among founders of boutique firms driven by demographic trends. AMG has a long-term track record of successful investments, a reputation as the partner of choice among leading boutique asset management firms, and an established set of relationships with high quality firms. Our competitive position is very strong, and our flexible partnership approach positions us to execute on a range of accretive transactions including both succession-oriented investments and transactions with corporate owners of boutique firms.”
(more)
2
About Affiliated Managers Group
AMG’s strategy is to generate growth through the internal growth of its existing Affiliates, as well as through investments in new Affiliates. Through AMG’s innovative partnership approach, individual members of each Affiliate’s management team retain or receive significant direct equity ownership in their firm while maintaining operating autonomy. AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations.
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, our ability to complete pending acquisitions, 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, 2007.
AMG routinely posts information that may be important to investors in the Investor Relations section of its Web site. The Company encourages investors to consult that section of its Web site regularly for important information about AMG. For more information, please visit the Company’s Web site at www.amg.com.
Financial Tables Follow
A teleconference will be held with AMG’s management at 11:00 a.m. Eastern time today to discuss AMG’s financial and operating results for the third quarter and nine months ended September 30, 2008. Parties interested in listening to the teleconference should dial 1-866-249-5225 (domestic calls) or 1-303-262-2006 (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 1-800-405-2236 (domestic calls) or 1-303-590-3000 (international calls), pass code 11120725. The live call and the replay of the session, and the additional financial information referenced during the teleconference, may also be accessed via AMG’s Web site.
###
For more information on Affiliated Managers Group, Inc.,
please visit AMG’s Web site 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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9/30/07 |
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9/30/08 |
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Revenue |
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$ |
345,605 |
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$ |
290,824 |
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Net Income |
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$ |
42,585 |
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$ |
24,848 |
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Cash Net Income (A) |
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$ |
61,291 |
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$ |
54,153 |
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EBITDA (B) |
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$ |
98,637 |
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$ |
82,806 |
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Average shares outstanding - diluted |
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44,672,886 |
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48,760,112 |
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Earnings per share - diluted |
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$ |
1.07 |
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$ |
0.69 |
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Average shares outstanding - adjusted diluted (C) |
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39,212,634 |
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41,350,622 |
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Cash earnings per share - diluted (C) |
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$ |
1.56 |
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$ |
1.31 |
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December 31, |
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September 30, |
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Cash and cash equivalents |
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$ |
222,954 |
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$ |
403,010 |
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Senior debt |
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$ |
519,500 |
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$ |
240,000 |
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Senior convertible securities |
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$ |
378,083 |
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$ |
507,744 |
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Mandatory convertible securities |
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$ |
300,000 |
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$ |
— |
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Junior convertible trust preferred securities |
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$ |
800,000 |
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$ |
800,000 |
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Stockholders’ equity |
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$ |
469,202 |
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$ |
1,201,751 |
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(more)
4
Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
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Nine Months |
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Nine Months |
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Ended |
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Ended |
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9/30/07 |
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9/30/08 |
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Revenue |
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$ |
986,906 |
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$ |
934,822 |
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Net Income |
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$ |
121,094 |
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$ |
92,921 |
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Cash Net Income (A) |
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$ |
176,991 |
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$ |
170,313 |
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EBITDA (B) |
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$ |
285,297 |
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$ |
261,046 |
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Average shares outstanding - diluted |
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44,835,614 |
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46,991,888 |
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Earnings per share - diluted |
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$ |
3.04 |
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$ |
2.47 |
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Average shares outstanding - adjusted diluted (C) |
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39,229,877 |
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40,559,841 |
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Cash earnings per share - diluted (C) |
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$ |
4.51 |
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$ |
4.20 |
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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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9/30/07 |
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9/30/08 |
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Net Income |
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$ |
42,585 |
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$ |
24,848 |
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Convertible securities interest expense, net (D) |
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5,100 |
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8,618 |
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Net Income, as adjusted |
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$ |
47,685 |
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$ |
33,466 |
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Average shares outstanding - diluted |
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44,672,886 |
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48,760,112 |
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Earnings per share - diluted |
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$ |
1.07 |
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$ |
0.69 |
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Nine Months |
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Nine Months |
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Ended |
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Ended |
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9/30/07 |
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9/30/08 |
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Net Income |
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$ |
121,094 |
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$ |
92,921 |
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Convertible securities interest expense, net (D) |
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15,292 |
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23,048 |
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Net Income, as adjusted |
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$ |
136,386 |
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$ |
115,969 |
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Average shares outstanding - diluted |
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44,835,614 |
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46,991,888 |
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Earnings per share - diluted |
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$ |
3.04 |
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$ |
2.47 |
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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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9/30/07 |
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9/30/08 |
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Average shares outstanding - diluted |
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44,672,886 |
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48,760,112 |
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Assumed issuance of COBRA shares |
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(7,511,980 |
) |
— |
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Assumed issuance of LYONS shares |
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(1,767,532 |
) |
(1,169,241 |
) |
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Assumed issuance of 2008 Senior Convertible Notes shares |
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— |
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(2,196,574 |
) |
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Assumed issuance of Trust Preferred shares |
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(2,000,000 |
) |
(4,500,000 |
) |
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Dilutive impact of COBRA shares |
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4,848,942 |
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— |
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Dilutive impact of LYONS shares |
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970,318 |
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456,325 |
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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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39,212,634 |
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41,350,622 |
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Nine Months |
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Nine Months |
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Ended |
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Ended |
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9/30/07 |
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9/30/08 |
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Average shares outstanding - diluted |
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44,835,614 |
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46,991,888 |
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Assumed issuance of COBRA shares |
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(7,438,465 |
) |
(932,054 |
) |
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Assumed issuance of LYONS shares |
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(1,960,815 |
) |
(1,359,360 |
) |
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Assumed issuance of 2008 Senior Convertible Notes shares |
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— |
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(732,191 |
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Assumed issuance of Trust Preferred shares |
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(2,000,000 |
) |
(4,500,000 |
) |
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Dilutive impact of COBRA shares |
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4,733,772 |
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504,923 |
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Dilutive impact of LYONS shares |
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1,059,771 |
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586,635 |
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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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39,229,877 |
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40,559,841 |
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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, June 30, 2008 |
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$ |
54,716 |
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$ |
158,678 |
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$ |
28,422 |
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$ |
241,816 |
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Net client cash flows |
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(951 |
) |
(4,653 |
) |
(338 |
) |
(5,942 |
) |
||||
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Investment performance |
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(7,198 |
) |
(17,859 |
) |
(2,793 |
) |
(27,850 |
) |
||||
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Other (E) |
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(509 |
) |
(195 |
) |
(4 |
) |
(708 |
) |
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Assets under management, September 30, 2008 |
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$ |
46,058 |
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$ |
135,971 |
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$ |
25,287 |
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$ |
207,316 |
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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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Assets under management, December 31, 2007 |
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$ |
62,194 |
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$ |
180,426 |
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$ |
32,144 |
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$ |
274,764 |
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Net client cash flows |
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(2,357 |
) |
(13,600 |
) |
(520 |
) |
(16,477 |
) |
||||
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Investment performance |
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(13,352 |
) |
(28,611 |
) |
(4,735 |
) |
(46,698 |
) |
||||
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Other (E) |
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(427 |
) |
(2,244 |
) |
(1,602 |
) |
(4,273 |
) |
||||
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Assets under management, September 30, 2008 |
|
$ |
46,058 |
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$ |
135,971 |
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$ |
25,287 |
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$ |
207,316 |
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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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9/30/07 |
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of Total |
|
9/30/08 |
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of Total |
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Revenue |
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Mutual Fund |
|
$ |
142,778 |
|
41% |
|
$ |
115,170 |
|
39% |
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Institutional |
|
159,592 |
|
46% |
|
141,647 |
|
49% |
|
||
|
High Net Worth |
|
43,235 |
|
13% |
|
34,007 |
|
12% |
|
||
|
|
|
$ |
345,605 |
|
100% |
|
$ |
290,824 |
|
100% |
|
|
|
|
|
|
|
|
|
|
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EBITDA (B) |
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|
|
|
|
|
|
|
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|
Mutual Fund |
|
$ |
37,413 |
|
38% |
|
$ |
26,901 |
|
33% |
|
|
Institutional |
|
48,127 |
|
49% |
|
46,415 |
|
56% |
|
||
|
High Net Worth |
|
13,097 |
|
13% |
|
9,490 |
|
11% |
|
||
|
|
|
$ |
98,637 |
|
100% |
|
$ |
82,806 |
|
100% |
|
|
|
|
Nine |
|
|
|
Nine |
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|
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Months |
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|
Months |
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|
|
||
|
|
|
Ended |
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Percent |
|
Ended |
|
Percent |
|
||
|
|
|
9/30/07 |
|
of Total |
|
9/30/08 |
|
of Total |
|
||
|
Revenue |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
415,723 |
|
42% |
|
$ |
376,013 |
|
40% |
|
|
Institutional |
|
447,165 |
|
45% |
|
449,135 |
|
48% |
|
||
|
High Net Worth |
|
124,018 |
|
13% |
|
109,674 |
|
12% |
|
||
|
|
|
$ |
986,906 |
|
100% |
|
$ |
934,822 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
EBITDA (B) |
|
|
|
|
|
|
|
|
|
||
|
Mutual Fund |
|
$ |
112,154 |
|
39% |
|
$ |
88,596 |
|
34% |
|
|
Institutional |
|
135,640 |
|
48% |
|
141,897 |
|
54% |
|
||
|
High Net Worth |
|
37,503 |
|
13% |
|
30,553 |
|
12% |
|
||
|
|
|
$ |
285,297 |
|
100% |
|
$ |
261,046 |
|
100% |
|
(more)
9
Affiliated Managers Group, Inc.
Reconciliations of Performance and Liquidity Measures
(in thousands)
|
|
|
Three Months |
|
Three Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
9/30/07 |
|
9/30/08 |
|
||
|
|
|
|
|
|
|
||
|
Net Income |
|
$ |
42,585 |
|
$ |
24,848 |
|
|
Intangible amortization |
|
7,906 |
|
8,562 |
|
||
|
Intangible amortization - equity method investments (F) |
|
2,344 |
|
4,939 |
|
||
|
Intangible-related deferred taxes |
|
6,769 |
|
14,093 |
|
||
|
Affiliate depreciation |
|
1,687 |
|
1,711 |
|
||
|
Cash Net Income (A) |
|
$ |
61,291 |
|
$ |
54,153 |
|
|
|
|
|
|
|
|
||
|
Cash flow from operations |
|
$ |
156,632 |
|
$ |
141,342 |
|
|
Interest expense, net of non-cash items |
|
16,526 |
|
16,308 |
|
||
|
Current tax provision |
|
17,955 |
|
8,364 |
|
||
|
Income from equity method investments, net of distributions (F) |
|
2,340 |
|
2,156 |
|
||
|
Changes in assets and liabilities and other adjustments |
|
(94,816 |
) |
(85,364 |
) |
||
|
EBITDA (B) |
|
$ |
98,637 |
|
$ |
82,806 |
|
|
Holding company expenses |
|
14,107 |
|
14,761 |
|
||
|
EBITDA Contribution |
|
$ |
112,744 |
|
$ |
97,567 |
|
|
|
|
Nine Months |
|
Nine Months |
|
||
|
|
|
Ended |
|
Ended |
|
||
|
|
|
9/30/07 |
|
9/30/08 |
|
||
|
|
|
|
|
|
|
||
|
Net Income |
|
$ |
121,094 |
|
$ |
92,921 |
|
|
Intangible amortization |
|
23,771 |
|
25,463 |
|
||
|
Intangible amortization - equity method investments (F) |
|
6,979 |
|
14,838 |
|
||
|
Intangible-related deferred taxes |
|
20,651 |
|
32,154 |
|
||
|
Affiliate depreciation |
|
4,496 |
|
4,937 |
|
||
|
Cash Net Income (A) |
|
$ |
176,991 |
|
$ |
170,313 |
|
|
|
|
|
|
|
|
||
|
Cash flow from operations |
|
$ |
227,513 |
|
$ |
199,036 |
|
|
Interest expense, net of non-cash items |
|
50,340 |
|
52,104 |
|
||
|
Current tax provision |
|
47,012 |
|
34,191 |
|
||
|
Income from equity method investments, net of distributions (F) |
|
(6,853 |
) |
(9,990 |
) |
||
|
Changes in assets and liabilities and other adjustments |
|
(32,715 |
) |
(14,295 |
) |
||
|
EBITDA (B) |
|
$ |
285,297 |
|
$ |
261,046 |
|
|
Holding company expenses |
|
42,124 |
|
46,638 |
|
||
|
EBITDA Contribution |
|
$ |
327,421 |
|
$ |
307,684 |
|
(more)
10
Affiliated Managers Group, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share data)
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue |
|
$ |
345,605 |
|
$ |
290,824 |
|
$ |
986,906 |
|
$ |
934,822 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Compensation and related expenses |
|
149,876 |
|
123,703 |
|
431,917 |
|
415,605 |
|
||||
|
Selling, general and administrative |
|
51,533 |
|
47,909 |
|
146,000 |
|
147,573 |
|
||||
|
Amortization of intangible assets |
|
7,906 |
|
8,562 |
|
23,771 |
|
25,463 |
|
||||
|
Depreciation and other amortization |
|
2,793 |
|
2,996 |
|
7,571 |
|
8,672 |
|
||||
|
Other operating expenses |
|
5,877 |
|
4,899 |
|
13,781 |
|
15,362 |
|
||||
|
|
|
217,985 |
|
188,069 |
|
623,040 |
|
612,675 |
|
||||
|
Operating income |
|
127,620 |
|
102,755 |
|
363,866 |
|
322,147 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-operating (income) and expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Investment and other (income) loss |
|
(2,391 |
) |
3,865 |
|
(13,512 |
) |
5,378 |
|
||||
|
Income from equity method investments |
|
(10,610 |
) |
(13,177 |
) |
(27,494 |
) |
(40,579 |
) |
||||
|
Investment (income) loss from Affiliate |
|
(17,039 |
) |
22,841 |
|
(38,199 |
) |
31,771 |
|
||||
|
Interest expense |
|
17,998 |
|
17,755 |
|
54,763 |
|
55,466 |
|
||||
|
|
|
(12,042 |
) |
31,284 |
|
(24,442 |
) |
52,036 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income before minority interest and taxes |
|
139,662 |
|
71,471 |
|
388,308 |
|
270,111 |
|
||||
|
Minority interest (G) |
|
(55,551 |
) |
(44,914 |
) |
(158,804 |
) |
(143,738 |
) |
||||
|
Minority interest in Affiliate investments |
|
(16,515 |
) |
21,997 |
|
(37,291 |
) |
30,234 |
|
||||
|
Income before income taxes |
|
67,596 |
|
48,554 |
|
192,213 |
|
156,607 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income taxes - current |
|
17,955 |
|
8,364 |
|
47,012 |
|
34,191 |
|
||||
|
Income taxes - intangible-related deferred |
|
6,769 |
|
14,093 |
|
20,651 |
|
32,154 |
|
||||
|
Income taxes - other deferred |
|
287 |
|
1,249 |
|
3,456 |
|
(2,659 |
) |
||||
|
Net Income |
|
$ |
42,585 |
|
$ |
24,848 |
|
$ |
121,094 |
|
$ |
92,921 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Average shares outstanding - basic |
|
29,857,038 |
|
39,522,159 |
|
29,801,541 |
|
37,770,720 |
|
||||
|
Average shares outstanding - diluted |
|
44,672,886 |
|
48,760,112 |
|
44,835,614 |
|
46,991,888 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Earnings per share - basic |
|
$ |
1.43 |
|
$ |
0.63 |
|
$ |
4.06 |
|
$ |
2.46 |
|
|
Earnings per share - diluted |
|
$ |
1.07 |
|
$ |
0.69 |
|
$ |
3.04 |
|
$ |
2.47 |
|
(more)
11
Affiliated Managers Group, Inc.
Consolidated Balance Sheets
(in thousands)
|
|
|
December 31, |
|
September 30, |
|
||
|
|
|
2007 |
|
2008 |
|
||
|
Assets |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
222,954 |
|
$ |
403,010 |
|
|
Investment advisory fees receivable |
|
237,636 |
|
170,582 |
|
||
|
Affiliate investments in partnerships (H) |
|
134,657 |
|
107,371 |
|
||
|
Affiliate investments in marketable securities |
|
21,237 |
|
20,750 |
|
||
|
Prepaid expenses and other current assets |
|
33,273 |
|
24,595 |
|
||
|
Total current assets |
|
649,757 |
|
726,308 |
|
||
|
|
|
|
|
|
|
||
|
Fixed assets, net |
|
69,879 |
|
69,714 |
|
||
|
Equity investments in Affiliates |
|
842,490 |
|
825,983 |
|
||
|
Acquired client relationships, net |
|
496,602 |
|
493,181 |
|
||
|
Goodwill |
|
1,230,387 |
|
1,265,066 |
|
||
|
Other assets |
|
106,590 |
|
143,929 |
|
||
|
Total assets |
|
$ |
3,395,705 |
|
$ |
3,524,181 |
|
|
|
|
|
|
|
|
||
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable and accrued liabilities |
|
$ |
246,400 |
|
$ |
241,369 |
|
|
Payables to related party |
|
69,952 |
|
12,347 |
|
||
|
Total current liabilities |
|
316,352 |
|
253,716 |
|
||
|
|
|
|
|
|
|
||
|
Senior debt |
|
519,500 |
|
240,000 |
|
||
|
Senior convertible securities |
|
378,083 |
|
507,744 |
|
||
|
Mandatory convertible securities |
|
300,000 |
|
— |
|
||
|
Junior convertible trust preferred securities |
|
800,000 |
|
800,000 |
|
||
|
Deferred income taxes |
|
257,022 |
|
271,391 |
|
||
|
Other long-term liabilities |
|
33,516 |
|
32,741 |
|
||
|
Total liabilities |
|
2,604,473 |
|
2,105,592 |
|
||
|
|
|
|
|
|
|
||
|
Minority interest (G) |
|
194,633 |
|
118,464 |
|
||
|
Minority interest in Affiliate investments in partnerships (H) |
|
127,397 |
|
98,374 |
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Common stock |
|
390 |
|
458 |
|
||
|
Additional paid-in capital |
|
662,454 |
|
917,218 |
|
||
|
Accumulated other comprehensive income |
|
64,737 |
|
47,412 |
|
||
|
Retained earnings |
|
836,426 |
|
929,347 |
|
||
|
|
|
1,564,007 |
|
1,894,435 |
|
||
|
Less treasury stock, at cost |
|
(1,094,805 |
) |
(692,684 |
) |
||
|
Total stockholders’ equity |
|
469,202 |
|
1,201,751 |
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
3,395,705 |
|
$ |
3,524,181 |
|
(more)
12
Affiliated Managers Group, Inc.
Consolidated Statements of Cash Flow
(in thousands)
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
||||
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
|
||||
|
Net Income |
|
$ |
42,585 |
|
$ |
24,848 |
|
$ |
121,094 |
|
$ |
92,921 |
|
|
Adjustments to reconcile Net Income to net
cash flow |
|
|
|
|
|
|
|
|
|
||||
|
Amortization of intangible assets |
|
7,906 |
|
8,562 |
|
23,771 |
|
25,463 |
|
||||
|
Amortization of issuance costs |
|
781 |
|
1,368 |
|
2,317 |
|
2,736 |
|
||||
|
Depreciation and other amortization |
|
2,793 |
|
2,996 |
|
7,571 |
|
8,672 |
|
||||
|
Deferred income tax provision |
|
7,056 |
|
15,342 |
|
24,107 |
|
29,495 |
|
||||
|
Accretion of interest |
|
691 |
|
79 |
|
2,106 |
|
626 |
|
||||
|
Income from equity method investments, net of amortization |
|
(10,610 |
) |
(13,177 |
) |
(27,494 |
) |
(40,579 |
) |
||||
|
Distributions received from equity method investments |
|
10,614 |
|
15,960 |
|
41,326 |
|
65,407 |
|
||||
|
Tax benefit from exercise of stock options |
|
1,593 |
|
488 |
|
5,745 |
|
2,767 |
|
||||
|
Stock option expense |
|
2,054 |
|
3,802 |
|
6,616 |
|
11,202 |
|
||||
|
Other adjustments |
|
2,716 |
|
11,181 |
|
3,299 |
|
16,833 |
|
||||
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
||||
|
(Increase) decrease in investment advisory fees receivable |
|
(9,266 |
) |
8,480 |
|
4,113 |
|
67,404 |
|
||||
|
(Increase) decrease in Affiliate investments in partnerships |
|
794 |
|
3,866 |
|
11,798 |
|
(2,790 |
) |
||||
|
(Increase) decrease in prepaids and other current assets |
|
(202 |
) |
(130 |
) |
391 |
|
16,887 |
|
||||
|
(Increase) decrease in other assets |
|
(1,930 |
) |
433 |
|
(9,864 |
) |
9,544 |
|
||||
|
Increase (decrease) in accounts payable,
accrued liabilities |
|
79,254 |
|
58,263 |
|
18,013 |
|
(20,272 |
) |
||||
|
Increase (decrease) in minority interest |
|
19,803 |
|
(1,019 |
) |
(7,396 |
) |
(87,280 |
) |
||||
|
Cash flow from operating activities |
|
156,632 |
|
141,342 |
|
227,513 |
|
199,036 |
|
||||
|
Cash flow used in investing activities: |
|
|
|
|
|
|
|
|
|
||||
|
Cost of investments in Affiliates, net of cash acquired |
|
(4,413 |
) |
(3,141 |
) |
(63,972 |
) |
(150,731 |
) |
||||
|
Purchase of fixed assets |
|
(3,222 |
) |
(2,950 |
) |
(11,382 |
) |
(8,091 |
) |
||||
|
Purchase of investment securities |
|
(890 |
) |
(9,191 |
) |
(13,648 |
) |
(32,635 |
) |
||||
|
Sale of investment securities |
|
— |
|
9,144 |
|
4,630 |
|
24,146 |
|
||||
|
Cash flow used in investing activities |
|
(8,525 |
) |
(6,138 |
) |
(84,372 |
) |
(167,311 |
) |
||||
|
Cash flow from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
||||
|
Borrowings of senior bank debt |
|
35,000 |
|
65,000 |
|
212,000 |
|
366,000 |
|
||||
|
Repayments of senior bank debt |
|
(70,000 |
) |
(398,000 |
) |
(223,000 |
) |
(645,500 |
) |
||||
|
Issuance of senior convertible notes |
|
— |
|
460,000 |
|
— |
|
460,000 |
|
||||
|
Settlement of convertible securities |
|
— |
|
— |
|
— |
|
(208,730 |
) |
||||
|
Issuance of common stock |
|
13,926 |
|
5,980 |
|
52,684 |
|
238,781 |
|
||||
|
Repurchase of common stock |
|
(93,840 |
) |
(29,796 |
) |
(202,843 |
) |
(54,550 |
) |
||||
|
Issuance costs |
|
(64 |
) |
(26,223 |
) |
(1,820 |
) |
(28,164 |
) |
||||
|
Excess tax benefit from exercise of stock options |
|
8,005 |
|
1,294 |
|
36,211 |
|
11,101 |
|
||||
|
Settlement of derivative contracts |
|
— |
|
— |
|
— |
|
8,154 |
|
||||
|
Note payments |
|
(1,395 |
) |
(563 |
) |
(2,476 |
) |
1,263 |
|
||||
|
Subscriptions (redemptions) of Minority interest - Affiliate investments in partnerships |
|
(794 |
) |
(1,667 |
) |
(11,798 |
) |
1,989 |
|
||||
|
Cash flow from (used in) financing activities |
|
(109,162 |
) |
76,025 |
|
(141,042 |
) |
150,344 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
1,855 |
|
(1,456 |
) |
2,781 |
|
(2,013 |
) |
||||
|
Net increase in cash and cash equivalents |
|
40,800 |
|
209,773 |
|
4,880 |
|
180,056 |
|
||||
|
Cash and cash equivalents at beginning of period |
|
165,809 |
|
193,237 |
|
201,729 |
|
222,954 |
|
||||
|
Cash and cash equivalents at end of period |
|
$ |
206,609 |
|
$ |
403,010 |
|
$ |
206,609 |
|
$ |
403,010 |
|
(more)
13
Affiliated Managers Group, Inc.
Notes
(A) Cash Net Income is defined as Net Income plus amortization and deferred taxes related to intangible assets plus Affiliate depreciation. 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. Since acquired assets do not generally depreciate or require replacement, and since they generate deferred tax expenses that are unlikely to reverse, the Company adds back these non-cash expenses. 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 Company adds back the portion of deferred taxes generally attributable to intangible assets (including goodwill) that it no longer amortizes but which continues to generate tax deductions. These deferred tax expense accruals would be used in the event of a future sale of an Affiliate or an impairment charge, which the Company considers unlikely. 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.
(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) 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) Convertible securities interest expense, net, includes the interest expense, net of tax, associated with the Company’s contingently convertible securities and junior convertible trust preferred securities (but excludes the interest expense associated with the Company’s mandatory convertible securities).
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(E) In the first and third quarters of 2008, the Company agreed to transfer its interests in certain Affiliates, and also during the first quarter of 2008, reclassified approximately $100 million of assets under management from the High Net Worth distribution channel to each of the Mutual Fund and Institutional distribution channels, respectively. The financial effect of these items is not material to the Company’s ongoing results.
(F) The Company is required to use the equity method of accounting for certain of its investments (“equity method investments”). Consistent with this method, the Company has not consolidated the operating results (including the revenue) of its equity method investments in its income statement. The Company’s share of its equity method investments’ profits, net of intangible amortization, is reported in “Income from equity method investments.” Income tax attributable to these profits is reported within the Company’s consolidated income tax provision. The assets under management of equity method investments are included in the Company’s reported assets under management.
(G) Minority interest on the Company’s income statement represents the profits allocated to Affiliate management owners for that period. Minority interest 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.
(H) EITF Issue No. 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-05”), became effective January 1, 2006. EITF 04-05 requires the Company to consolidate certain Affiliate investment partnerships (including interests in the partnerships in which the Company does not have ownership rights) in its consolidated financial statements. For the nine months ended September 30, 2008, the total non-operating loss associated with those partnerships was $31.8 million, while the portion attributable to the underlying investors unrelated to the Company (the “outside owners”) was $30.2 million; as of September 30, 2008, the total assets attributable to these investment partnerships was $107.4 million, while the portion owned by the outside owners was $98.4 million.
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