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) January 30, 2008
Affiliated Managers Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-13459 |
|
04-3218510 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
600 Hale Street |
|
|
Prides Crossing, Massachusetts |
|
01965 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(617) 747-3300
(Registrants 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 January 30, 2008, Affiliated Managers Group, Inc. (the Company) issued a press release setting forth its financial and operating results for the quarter and year ended December 31, 2007. 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. |
Exhibit No. |
|
Description |
|
|
|
99.1* |
|
Earnings Press Release issued by the Company on January 30, 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.
|
AFFILIATED MANAGERS GROUP, INC. |
||||
|
|
||||
|
|
||||
Date: January 30, 2008 |
By: |
/S/ JOHN KINGSTON, III |
|
||
|
Name: |
John Kingston, III |
|||
|
Title: |
Executive Vice President, |
|||
|
|
General Counsel and Secretary |
|||
3
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
99.1* |
|
Earnings Press Release issued by the Company on January 30, 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
|
Contact: |
Brett S. Perryman |
|
|
Laura OBrien |
|
|
Affiliated Managers Group, Inc. |
|
|
(617) 747-3300 |
|
|
ir@amg.com |
AMG Reports Financial and Operating Results
for Fourth Quarter and Full Year 2007
Company Reports EPS of $1.53, Cash EPS of $2.15 for Fourth Quarter,
EPS of $4.58, Cash EPS of $6.65 for Full Year 2007
BOSTON, January 30, 2008 Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the fourth quarter and full year 2007.
Cash earnings per share (Cash EPS) for the fourth quarter of 2007 were $2.15, compared to $1.79 for the fourth quarter of 2006, while diluted earnings per share for the fourth quarter of 2007 were $1.53, compared to $1.21 for the same period of 2006. Cash Net Income was $81.8 million for the fourth quarter of 2007, compared to $68.6 million for the fourth quarter of 2006. Net Income for the fourth quarter of 2007 was $60.9 million, compared to $49.0 million for the fourth quarter of 2006. (Cash EPS and Cash Net Income are defined in the attached tables.)
For the fourth quarter of 2007, revenue was $383.0 million, compared to $328.8 million for the fourth quarter of 2006. EBITDA for the fourth quarter of 2007 was $132.9 million, compared to $105.2 million for the same period of 2006.
For the year ended December 31, 2007, Cash Net Income was $258.7 million, while EBITDA was $418.2 million. For the same period, Net Income was $182.0 million, on revenue of $1.4 billion. For the year ended December 31, 2006, Cash Net Income was $222.5 million, while EBITDA was $342.1 million. For the same period, Net Income was $151.3 million, on revenue of $1.2 billion.
Net client cash flows for the fourth quarter of 2007 were approximately $(7.2) billion, with flows in the institutional, mutual fund, and high net worth channels of $(6.4) billion, $(500) million, and $(300) million, respectively. Pro forma for a pending investment, aggregate assets under management were $282.7 billion at December 31, 2007.
(more)
We reported strong earnings growth for the quarter and full year, with Cash earnings per share of $2.15, an increase of 20%, and $6.65, an increase of 17%, respectively, over the prior year periods, stated Sean M. Healey, President and Chief Executive Officer. We were pleased with our results for the quarter, and although we experienced outflows in some of our quantitative products during a challenging period for many quantitative managers, broadly speaking, our Affiliates generated excellent performance in 2007. Highlights of the quarter included the strong investment performance of our global and international managers, such as Tweedy, Browne and Genesis, as well as growth equities managers Friess Associates and TimesSquare, which significantly outperformed their benchmarks for the quarter and full year and also attracted new business.
Mr. Healey continued, Looking ahead to 2008, notwithstanding recent market volatility, we are in an excellent position to continue to generate strong growth. Through our Affiliates diverse array of outstanding investment products, we actively participate in the industrys fastest growing and most dynamic areas, such as global and international equities and alternative investment strategies. We have significantly increased the breadth of our alternative investment products to include more than 40 distinct investment strategies, many of which are relatively uncorrelated with the equity markets. As we continue to enhance our exposure in this area, we are confident that these products will provide a substantial upside contribution to our earnings going forward.
In addition to the ongoing growth of our Affiliates, we made tremendous progress in enhancing our Affiliates businesses through the establishment of our global distribution platform, Mr. Healey added. With a distribution office in Sydney, Australia, and the near-term opening of our London office, we are helping our Affiliates attract and serve non-U.S. clients. Given the early success of this initiative, we continue to identify a number of opportunities worldwide where our boutique investment managers are recognized for their investment expertise and broad appeal to sophisticated investors.
Mr. Healey concluded, Finally, the momentum in our new investments area has never been stronger. We recently completed investments in two outstanding alternative investment managers, ValueAct Capital and BlueMountain Capital Management, and currently have a number of very attractive investment prospects in the pipeline. With substantial financial capacity, we are confident that we will continue to generate meaningful growth in earnings by executing accretive investments in the highest quality firms. Through our ongoing discussions with prospective firms, its clear that AMG has an established reputation as an innovative and helpful partner to our Affiliates, making us uniquely positioned to execute upon a range of investment opportunities.
About Affiliated Managers Group, Inc.
AMG is an asset management company with equity investments in a diverse group of boutique investment management firms. AMGs strategy is to generate growth through the internal growth of its existing Affiliates, as well as through investments in new Affiliates. AMGs innovative transaction structure allows individual members of each Affiliates 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 Companys Web site at www.amg.com.
(more)
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 AMGs filings with the Securities and Exchange Commission. Reference is hereby made to the Cautionary Statements set forth in the Companys Form 10-K for the year ended December 31, 2006.
Financial Tables Follow
A teleconference will be held with AMGs management at 11:00 a.m. Eastern time today. Parties interested in listening to the teleconference should dial 1-800-366-7449 (domestic calls) or 1-303-262-2191 (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) and enter the pass code, 11107395#. 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)
|
|
Three Months |
|
Three Months |
|
||
|
|
|
|
|
|
||
Revenue |
|
$ |
328,764 |
|
$ |
382,960 |
|
|
|
|
|
|
|
||
Net Income |
|
$ |
48,954 |
|
$ |
60,867 |
|
|
|
|
|
|
|
||
Cash Net Income (A) |
|
$ |
68,588 |
|
$ |
81,758 |
|
|
|
|
|
|
|
||
EBITDA (B) |
|
$ |
105,220 |
|
$ |
132,932 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Average shares outstanding - diluted |
|
44,599,646 |
|
45,226,043 |
|
||
|
|
|
|
|
|
||
Earnings per share - diluted |
|
$ |
1.21 |
|
$ |
1.53 |
|
|
|
|
|
|
|
||
Average shares outstanding - adjusted diluted (C) |
|
38,382,648 |
|
37,975,356 |
|
||
|
|
|
|
|
|
||
Cash earnings per share - diluted (C) |
|
$ |
1.79 |
|
$ |
2.15 |
|
|
|
December 31, |
|
December 31, |
|
||
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
201,729 |
|
$ |
222,954 |
|
|
|
|
|
|
|
||
Senior debt |
|
$ |
365,500 |
|
$ |
519,500 |
|
|
|
|
|
|
|
||
Senior convertible securities |
|
$ |
413,358 |
|
$ |
378,083 |
|
|
|
|
|
|
|
||
Mandatory convertible securities |
|
$ |
300,000 |
|
$ |
300,000 |
|
|
|
|
|
|
|
||
Junior convertible trust preferred securities (D) |
|
$ |
300,000 |
|
$ |
800,000 |
|
|
|
|
|
|
|
||
Stockholders equity |
|
$ |
499,222 |
|
$ |
469,202 |
|
(more)
4
Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
|
|
Year |
|
Year |
|
||
|
|
|
|
|
|
||
Revenue |
|
$ |
1,170,353 |
|
$ |
1,369,866 |
|
|
|
|
|
|
|
||
Net Income |
|
$ |
151,277 |
|
$ |
181,961 |
|
|
|
|
|
|
|
||
Cash Net Income (A) |
|
$ |
222,454 |
|
$ |
258,749 |
|
|
|
|
|
|
|
||
EBITDA (B) |
|
$ |
342,118 |
|
$ |
418,229 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Average shares outstanding - diluted |
|
45,159,002 |
|
44,921,784 |
|
||
|
|
|
|
|
|
||
Earnings per share - diluted |
|
$ |
3.74 |
|
$ |
4.58 |
|
|
|
|
|
|
|
||
Average shares outstanding - adjusted diluted (C) |
|
39,184,738 |
|
38,904,810 |
|
||
|
|
|
|
|
|
||
Cash earnings per share - diluted (C) |
|
$ |
5.68 |
|
$ |
6.65 |
|
(more)
5
Affiliated Managers Group, Inc.
Reconciliations of Earnings Per Share Calculation
(dollars in thousands, except per share data)
|
|
Three Months |
|
Three Months |
|
||
|
|
|
|
|
|
||
Net Income |
|
$ |
48,954 |
|
$ |
60,867 |
|
Convertible securities interest expense, net (E) |
|
5,117 |
|
8,495 |
|
||
Net Income, as adjusted |
|
$ |
54,071 |
|
$ |
69,362 |
|
|
|
|
|
|
|
||
Average shares outstanding - diluted |
|
44,599,646 |
|
45,226,043 |
|
||
|
|
|
|
|
|
||
Earnings per share - diluted |
|
$ |
1.21 |
|
$ |
1.53 |
|
|
|
Year |
|
Year |
|
||
|
|
|
|
|
|
||
Net Income |
|
$ |
151,277 |
|
$ |
181,961 |
|
Convertible securities interest expense, net (E) |
|
17,618 |
|
23,787 |
|
||
Net Income, as adjusted |
|
$ |
168,895 |
|
$ |
205,748 |
|
|
|
|
|
|
|
||
Average shares outstanding - diluted |
|
45,159,002 |
|
44,921,784 |
|
||
|
|
|
|
|
|
||
Earnings per share - diluted |
|
$ |
3.74 |
|
$ |
4.58 |
|
(more)
6
Affiliated Managers Group, Inc.
Reconciliations of Average Shares Outstanding
|
|
Three Months |
|
Three Months |
|
|
|
|
|
|
|
Average shares outstanding - diluted |
|
44,599,646 |
|
45,226,043 |
|
Assumed issuance of COBRA shares |
|
(7,188,461 |
) |
(7,452,526 |
) |
Assumed issuance of LYONS shares |
|
(2,122,932 |
) |
(1,454,506 |
) |
Assumed issuance of Trust Preferred shares (D) |
|
(2,000,000 |
) |
(4,092,391 |
) |
Dilutive impact of COBRA shares |
|
4,090,419 |
|
4,918,225 |
|
Dilutive impact of LYONS shares |
|
1,003,976 |
|
830,511 |
|
Dilutive impact of Trust Preferred shares (D) |
|
|
|
|
|
Average shares outstanding - adjusted diluted (C) |
|
38,382,648 |
|
37,975,356 |
|
|
|
Year |
|
Year |
|
|
|
|
|
|
|
Average shares outstanding - diluted |
|
45,159,002 |
|
44,921,784 |
|
Assumed issuance of COBRA shares |
|
(7,066,493 |
) |
(7,441,980 |
) |
Assumed issuance of LYONS shares |
|
(2,171,762 |
) |
(1,834,237 |
) |
Assumed issuance of Trust Preferred shares (D) |
|
(1,489,011 |
) |
(2,523,098 |
) |
Dilutive impact of COBRA shares |
|
3,794,935 |
|
4,779,885 |
|
Dilutive impact of LYONS shares |
|
958,067 |
|
1,002,456 |
|
Dilutive impact of Trust Preferred shares (D) |
|
|
|
|
|
Average shares outstanding - adjusted diluted (C) |
|
39,184,738 |
|
38,904,810 |
|
(more)
7
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, September 30, 2007 |
|
$ |
63,983 |
|
$ |
180,666 |
|
$ |
32,171 |
|
$ |
276,820 |
|
Net client cash flows |
|
(519 |
) |
(6,376 |
) |
(309 |
) |
(7,204 |
) |
||||
New investments (F) |
|
|
|
8,799 |
|
2,007 |
|
10,806 |
|
||||
Investment performance |
|
(1,882 |
) |
(3,076 |
) |
(700 |
) |
(5,658 |
) |
||||
Other (G) |
|
612 |
|
413 |
|
(1,025 |
) |
|
|
||||
Assets under management, December 31, 2007 |
|
$ |
62,194 |
|
$ |
180,426 |
|
$ |
32,144 |
|
$ |
274,764 |
|
Statement of Changes - Year to Date
|
|
Mutual |
|
Institutional |
|
High Net |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Assets under management, December 31, 2006 |
|
$ |
58,241 |
|
$ |
154,725 |
|
$ |
28,174 |
|
$ |
241,140 |
|
Net client cash flows |
|
(194 |
) |
629 |
|
(920 |
) |
(485 |
) |
||||
New investments (F) |
|
|
|
8,799 |
|
2,007 |
|
10,806 |
|
||||
Investment performance |
|
4,604 |
|
15,937 |
|
3,908 |
|
24,449 |
|
||||
Other (G) |
|
(457 |
) |
336 |
|
(1,025 |
) |
(1,146 |
) |
||||
Assets under management, December 31, 2007 |
|
$ |
62,194 |
|
$ |
180,426 |
|
$ |
32,144 |
|
$ |
274,764 |
|
(more)
8
Affiliated Managers Group, Inc.
Operating Results
(in thousands)
Financial Results
|
|
Three |
|
|
|
Three |
|
|
|
||
|
|
Months |
|
|
|
Months |
|
|
|
||
|
|
Ended |
|
Percent |
|
Ended |
|
Percent |
|
||
|
|
12/31/06 |
|
of Total |
|
12/31/07 |
|
of Total |
|
||
Revenue |
|
|
|
|
|
|
|
|
|
||
Mutual Fund |
|
$ |
131,024 |
|
40% |
|
$ |
142,533 |
|
37% |
|
Institutional |
|
158,490 |
|
48% |
|
198,448 |
|
52% |
|
||
High Net Worth |
|
39,250 |
|
12% |
|
41,979 |
|
11% |
|
||
|
|
$ |
328,764 |
|
100% |
|
$ |
382,960 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
||
EBITDA (B) |
|
|
|
|
|
|
|
|
|
||
Mutual Fund |
|
$ |
38,110 |
|
36% |
|
$ |
41,774 |
|
31% |
|
Institutional |
|
55,908 |
|
53% |
|
75,651 |
|
57% |
|
||
High Net Worth |
|
11,202 |
|
11% |
|
15,507 |
|
12% |
|
||
|
|
$ |
105,220 |
|
100% |
|
$ |
132,932 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Year |
|
|
|
Year |
|
|
|
||
|
|
Ended |
|
Percent |
|
Ended |
|
Percent |
|
||
|
|
12/31/06 |
|
of Total |
|
12/31/07 |
|
of Total |
|
||
Revenue |
|
|
|
|
|
|
|
|
|
||
Mutual Fund |
|
$ |
501,739 |
|
43% |
|
$ |
558,257 |
|
41% |
|
Institutional |
|
514,761 |
|
44% |
|
645,613 |
|
47% |
|
||
High Net Worth |
|
153,853 |
|
13% |
|
165,996 |
|
12% |
|
||
|
|
$ |
1,170,353 |
|
100% |
|
$ |
1,369,866 |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
||
EBITDA (B) |
|
|
|
|
|
|
|
|
|
||
Mutual Fund |
|
$ |
138,246 |
|
40% |
|
$ |
153,928 |
|
37% |
|
Institutional |
|
162,251 |
|
48% |
|
211,291 |
|
50% |
|
||
High Net Worth |
|
41,621 |
|
12% |
|
53,010 |
|
13% |
|
||
|
|
$ |
342,118 |
|
100% |
|
$ |
418,229 |
|
100% |
|
(more)
9
Affiliated Managers Group, Inc.
Reconciliations of Performance and Liquidity Measures
(in thousands)
|
|
Three Months |
|
Three Months |
|
||||
|
|
Ended |
|
Ended |
|
||||
|
|
12/31/06 |
|
12/31/07 |
|
||||
|
|
|
|
|
|
||||
Net Income |
|
$ |
48,954 |
|
$ |
60,867 |
|
||
Intangible amortization |
|
6,845 |
|
7,882 |
|
||||
Intangible amortization - equity method investments (H) |
|
2,327 |
|
3,407 |
|
||||
Intangible-related deferred taxes |
|
8,986 |
|
7,925 |
|
||||
Affiliate depreciation |
|
1,476 |
|
1,677 |
|
||||
Cash Net Income (A) |
|
$ |
68,588 |
|
$ |
81,758 |
|
||
|
|
|
|
|
|
||||
Cash flow from operations |
|
$ |
69,883 |
|
$ |
99,141 |
|
||
Interest expense, net of non-cash items |
|
14,638 |
|
20,557 |
|
||||
Current tax provision |
|
17,856 |
|
27,622 |
|
||||
Income from equity method investments, net of distributions (H) |
|
12,298 |
|
21,824 |
|
||||
Changes in assets and liabilities and other adjustments |
|
(9,455 |
) |
(36,212 |
) |
||||
EBITDA (B) |
|
$ |
105,220 |
|
$ |
132,932 |
|
||
Holding company expenses |
|
5,434 |
|
14,253 |
|
||||
EBITDA Contribution |
|
$ |
110,654 |
|
$ |
147,185 |
|
||
|
|
Year |
|
Year |
|
||||
|
|
Ended |
|
Ended |
|
||||
|
|
12/31/06 |
|
12/31/07 |
|
||||
|
|
|
|
|
|
||||
Net Income |
|
$ |
151,277 |
|
$ |
181,961 |
|
||
Intangible amortization |
|
27,378 |
|
31,653 |
|
||||
Intangible amortization - equity method investments (H) |
|
9,290 |
|
10,386 |
|
||||
Intangible-related deferred taxes |
|
28,779 |
|
28,576 |
|
||||
Affiliate depreciation |
|
5,730 |
|
6,173 |
|
||||
Cash Net Income (A) |
|
$ |
222,454 |
|
$ |
258,749 |
|
||
|
|
|
|
|
|
||||
Cash flow from operations |
|
$ |
301,003 |
|
$ |
326,654 |
|
||
Interest expense, net of non-cash items |
|
53,578 |
|
70,897 |
|
||||
Current tax provision |
|
55,267 |
|
74,634 |
|
||||
Income from equity method investments, net of distributions (H) |
|
1,575 |
|
14,971 |
|
||||
Changes in assets and liabilities and other adjustments |
|
(69,305 |
) |
(68,927 |
) |
||||
EBITDA (B) |
|
$ |
342,118 |
|
$ |
418,229 |
|
||
Holding company expenses |
|
42,220 |
|
56,377 |
|
||||
EBITDA Contribution |
|
$ |
384,338 |
|
$ |
474,606 |
|
||
(more)
10
Affiliated Managers Group, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share data)
|
|
Three Months Ended December 31, |
|
Year Ended |
|
||||||||
|
|
|
|
||||||||||
|
|
2006 |
|
2007 |
|
2006 |
|
2007 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
328,764 |
|
$ |
382,960 |
|
$ |
1,170,353 |
|
$ |
1,369,866 |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
Compensation and related expenses |
|
114,372 |
|
147,448 |
|
472,400 |
|
579,365 |
|
||||
Selling, general and administrative |
|
54,314 |
|
51,967 |
|
184,019 |
|
197,967 |
|
||||
Amortization of intangible assets |
|
6,845 |
|
7,882 |
|
27,378 |
|
31,653 |
|
||||
Depreciation and other amortization |
|
2,377 |
|
2,873 |
|
8,763 |
|
10,444 |
|
||||
Other operating expenses |
|
7,182 |
|
5,041 |
|
23,880 |
|
18,822 |
|
||||
|
|
185,090 |
|
215,211 |
|
716,440 |
|
838,251 |
|
||||
Operating income |
|
143,674 |
|
167,749 |
|
453,913 |
|
531,615 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Non-operating (income) and expenses: |
|
|
|
|
|
|
|
|
|
||||
Investment and other income |
|
(7,949 |
) |
(3,621 |
) |
(16,943 |
) |
(17,133 |
) |
||||
Income from equity method investments |
|
(18,788 |
) |
(30,703 |
) |
(38,318 |
) |
(58,197 |
) |
||||
Investment income from Affiliate investments
in |
|
(6,852 |
) |
(678 |
) |
(3,400 |
) |
(38,877 |
) |
||||
Interest expense |
|
15,966 |
|
22,156 |
|
58,800 |
|
76,919 |
|
||||
|
|
(17,623 |
) |
(12,846 |
) |
139 |
|
(37,288 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Income before minority interest and taxes |
|
161,297 |
|
180,595 |
|
453,774 |
|
568,903 |
|
||||
Minority interest (I) |
|
(76,898 |
) |
(83,183 |
) |
(212,523 |
) |
(241,987 |
) |
||||
Minority interest in Affiliate investments in partnerships (J) |
|
(6,694 |
) |
(798 |
) |
(3,364 |
) |
(38,089 |
) |
||||
Income before income taxes |
|
77,705 |
|
96,614 |
|
237,887 |
|
288,827 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Income taxes - current |
|
17,856 |
|
27,622 |
|
55,267 |
|
74,634 |
|
||||
Income taxes - intangible-related deferred |
|
8,986 |
|
7,925 |
|
28,779 |
|
28,576 |
|
||||
Income taxes - other deferred |
|
1,909 |
|
200 |
|
2,564 |
|
3,656 |
|
||||
Net Income |
|
$ |
48,954 |
|
$ |
60,867 |
|
$ |
151,277 |
|
$ |
181,961 |
|
|
|
|
|
|
|
|
|
|
|
||||
Average shares outstanding - basic |
|
29,930,399 |
|
28,465,544 |
|
31,289,005 |
|
29,464,764 |
|
||||
Average shares outstanding - diluted |
|
44,599,646 |
|
45,226,043 |
|
45,159,002 |
|
44,921,784 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share - basic |
|
$ |
1.64 |
|
$ |
2.14 |
|
$ |
4.83 |
|
$ |
6.18 |
|
Earnings per share - diluted |
|
$ |
1.21 |
|
$ |
1.53 |
|
$ |
3.74 |
|
$ |
4.58 |
|
(more)
11
Affiliated Managers Group, Inc.
Consolidated Balance Sheets
(in thousands)
|
|
December 31, |
|
December 31, |
|
||
|
|
2006 |
|
2007 |
|
||
Assets |
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
201,729 |
|
$ |
222,954 |
|
Investment advisory fees receivable |
|
201,385 |
|
237,636 |
|
||
Affiliate investments in partnerships (J) |
|
108,350 |
|
134,657 |
|
||
Affiliate investments in marketable securities |
|
15,516 |
|
21,237 |
|
||
Prepaid expenses and other current assets |
|
27,299 |
|
33,273 |
|
||
Total current assets |
|
554,279 |
|
649,757 |
|
||
|
|
|
|
|
|
||
Fixed assets, net |
|
63,984 |
|
69,879 |
|
||
Equity investments in Affiliates |
|
293,440 |
|
842,490 |
|
||
Acquired client relationships, net |
|
502,066 |
|
496,602 |
|
||
Goodwill |
|
1,177,227 |
|
1,230,387 |
|
||
Other assets |
|
74,924 |
|
106,590 |
|
||
Total assets |
|
$ |
2,665,920 |
|
$ |
3,395,705 |
|
|
|
|
|
|
|
||
Liabilities and Stockholders Equity |
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
$ |
246,727 |
|
$ |
246,400 |
|
Payables to related party |
|
41,086 |
|
69,952 |
|
||
Total current liabilities |
|
287,813 |
|
316,352 |
|
||
|
|
|
|
|
|
||
Senior debt |
|
365,500 |
|
519,500 |
|
||
Senior convertible securities |
|
413,358 |
|
378,083 |
|
||
Mandatory convertible securities |
|
300,000 |
|
300,000 |
|
||
Junior convertible trust preferred securities (D) |
|
300,000 |
|
800,000 |
|
||
Deferred income taxes |
|
218,584 |
|
257,022 |
|
||
Other long-term liabilities |
|
11,209 |
|
33,516 |
|
||
Total liabilities |
|
1,896,464 |
|
2,604,473 |
|
||
|
|
|
|
|
|
||
Minority interest (I) |
|
166,138 |
|
194,633 |
|
||
Minority interest in Affiliate investments in partnerships (J) |
|
104,096 |
|
127,397 |
|
||
|
|
|
|
|
|
||
Stockholders equity: |
|
|
|
|
|
||
Common stock |
|
390 |
|
390 |
|
||
Additional paid-in capital |
|
609,369 |
|
662,454 |
|
||
Accumulated other comprehensive income |
|
14,666 |
|
64,737 |
|
||
Retained earnings |
|
654,465 |
|
836,426 |
|
||
|
|
1,278,890 |
|
1,564,007 |
|
||
Less treasury stock, at cost |
|
(779,668 |
) |
(1,094,805 |
) |
||
Total stockholders equity |
|
499,222 |
|
469,202 |
|
||
Total liabilities and stockholders equity |
|
$ |
2,665,920 |
|
$ |
3,395,705 |
|
(more)
12
Affiliated Managers Group, Inc.
Consolidated Statements of Cash Flow
(in thousands)
|
|
Three Months Ended |
|
Year Ended |
|
||||||||
|
|
December 31, |
|
December 31, |
|
||||||||
|
|
2006 |
|
2007 |
|
2006 |
|
2007 |
|
||||
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
$ |
48,954 |
|
$ |
60,867 |
|
$ |
151,277 |
|
$ |
181,961 |
|
Adjustments to reconcile Net Income to net cash flow |
|
|
|
|
|
|
|
|
|
||||
from operating activities: |
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
6,845 |
|
7,882 |
|
27,378 |
|
31,653 |
|
||||
Amortization of issuance costs |
|
740 |
|
933 |
|
2,862 |
|
3,250 |
|
||||
Depreciation and other amortization |
|
2,377 |
|
2,873 |
|
8,763 |
|
10,444 |
|
||||
Deferred income tax provision |
|
10,895 |
|
8,125 |
|
31,343 |
|
32,232 |
|
||||
Accretion of interest |
|
588 |
|
666 |
|
2,360 |
|
2,772 |
|
||||
Income from equity method investments, net of amortization |
|
(18,788 |
) |
(30,703 |
) |
(38,318 |
) |
(58,197 |
) |
||||
Distributions received from equity method investments |
|
8,817 |
|
12,286 |
|
46,033 |
|
53,612 |
|
||||
Tax benefit from exercise of stock options |
|
601 |
|
35 |
|
5,482 |
|
5,780 |
|
||||
Stock option expense |
|
695 |
|
2,423 |
|
1,654 |
|
9,039 |
|
||||
Other adjustments |
|
6,184 |
|
2,680 |
|
8,528 |
|
5,979 |
|
||||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
||||
Increase in investment advisory fees receivable |
|
(38,907 |
) |
(40,076 |
) |
(52,281 |
) |
(35,963 |
) |
||||
Decrease in Affiliate investments in partnerships |
|
4,842 |
|
968 |
|
7,707 |
|
12,766 |
|
||||
(Increase) decrease in prepaids and other current assets |
|
(7,691 |
) |
(5,113 |
) |
150 |
|
(4,722 |
) |
||||
(Increase) decrease in other assets |
|
1,858 |
|
6,686 |
|
3,159 |
|
(3,178 |
) |
||||
Increase in accounts payable, accrued liabilities and other long-term liabilities |
|
2,962 |
|
3,022 |
|
65,814 |
|
21,035 |
|
||||
Increase in minority interest |
|
38,911 |
|
65,587 |
|
29,092 |
|
58,191 |
|
||||
Cash flow from operating activities |
|
69,883 |
|
99,141 |
|
301,003 |
|
326,654 |
|
||||
Cash flow used in investing activities: |
|
|
|
|
|
|
|
|
|
||||
Cost of investments in Affiliates, net of cash acquired |
|
(102,712 |
) |
(492,712 |
) |
(123,262 |
) |
(556,683 |
) |
||||
Purchase of fixed assets |
|
(6,548 |
) |
(5,438 |
) |
(21,510 |
) |
(16,821 |
) |
||||
Purchase of investment securities |
|
(6,421 |
) |
|
|
(29,522 |
) |
(13,648 |
) |
||||
Sale of investment securities |
|
9,215 |
|
1,767 |
|
9,215 |
|
6,397 |
|
||||
Cash flow used in investing activities |
|
(106,466 |
) |
(496,383 |
) |
(165,079 |
) |
(580,755 |
) |
||||
Cash flow from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
||||
Borrowings of senior bank debt |
|
207,000 |
|
515,000 |
|
602,000 |
|
727,000 |
|
||||
Repayments of senior bank debt |
|
(57,500 |
) |
(350,000 |
) |
(412,000 |
) |
(573,000 |
) |
||||
Issuance of junior convertible trust preferred securities (D) |
|
|
|
500,000 |
|
300,000 |
|
500,000 |
|
||||
Repayment of senior debt |
|
(65,750 |
) |
|
|
(65,750 |
) |
|
|
||||
Issuance of common stock |
|
5,941 |
|
640 |
|
52,765 |
|
53,324 |
|
||||
Repurchase of common stock, including forward purchase contract |
|
(73,553 |
) |
(233,154 |
) |
(536,478 |
) |
(435,997 |
) |
||||
Issuance costs |
|
(576 |
) |
(18,179 |
) |
(9,982 |
) |
(19,999 |
) |
||||
Excess tax benefit from exercise of stock options |
|
5,696 |
|
317 |
|
23,047 |
|
36,528 |
|
||||
Cost of call spread option agreements |
|
|
|
|
|
(13,290 |
) |
|
|
||||
Repayment of notes payable and other liabilities |
|
|
|
(66 |
) |
(7,687 |
) |
(2,542 |
) |
||||
Redemptions of Minority interest - Affiliate investments in partnerships |
|
(4,842 |
) |
(968 |
) |
(7,707 |
) |
(12,766 |
) |
||||
Cash flow from (used in) financing activities |
|
16,416 |
|
413,590 |
|
(75,082 |
) |
272,548 |
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents |
|
(166 |
) |
(3 |
) |
464 |
|
2,778 |
|
||||
Net increase (decrease) in cash and cash equivalents |
|
(20,333 |
) |
16,345 |
|
61,306 |
|
21,225 |
|
||||
Cash and cash equivalents at beginning of period |
|
222,062 |
|
206,609 |
|
140,423 |
|
201,729 |
|
||||
Cash and cash equivalents at end of period |
|
$ |
201,729 |
|
$ |
222,954 |
|
$ |
201,729 |
|
$ |
222,954 |
|
(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 Companys 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 Companys 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 Companys cost of capital in an assumed conversion.
(D) In the fourth quarter of 2007, the Company completed the private placement of convertible trust preferred securities. The convertible trust preferred securities were issued to investors by a wholly-owned trust, simultaneous with the issuance of $500 million of junior subordinated convertible debentures by the Company to the Trust.
(E) Convertible securities interest expense, net, includes the interest expense, net of tax, associated with the Companys contingently convertible securities and junior convertible trust preferred securities (but excludes the interest expense associated with the Companys mandatory convertible securities).
(more)
14
(F) The Company completed investments in ValueAct Capital and BlueMountain Capital Management during the fourth quarter of 2007.
(G) During 2007, approximately $0.6 billion and $0.4 billion of existing assets under management were reclassified to the Mutual Fund and Institutional distribution channels, respectively, from the High Net Worth distribution channel. The Company also transferred its interests in certain Affiliates during 2007. The financial effect of these transactions is not material to the Companys ongoing results.
(H) The Company is required to use the equity method of accounting for its investments in AQR Capital Management, LLC, Beutel, Goodman & Company Ltd., Deans Knight Capital Management Ltd., ValueAct Capital and BlueMountain Capital Management (together, 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 Companys 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 Companys consolidated income tax provision. The assets under management of equity method investments are included in the Companys reported assets under management.
(I) Minority interest on the Companys income statement represents the profits allocated to Affiliate management owners for that period. Minority interest on the Companys balance sheet represents the undistributed profits and capital owned by Affiliate management, who retain a conditional right to sell their interests to the Company.
(J) 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 year ended December 31, 2007, the total non-operating income associated with those partnerships was $38.9 million, while the portion attributable to the underlying investors unrelated to the Company (the outside owners) was $38.1 million; as of December 31, 2007, the total assets attributable to these investment partnerships was $134.7 million, while the portion owned by the outside owners was $127.4 million.
15