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 23, 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

(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 23, 2008, Affiliated Managers Group, Inc. (the “Company”) issued a press release setting forth its financial and operating results for the quarter ended June 30, 2008.  A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference herein.

 

ITEM 8.01     Other Events.

 

On July 23, 2008, the Company announced that it had entered into a definitive agreement to acquire a majority equity interest in Harding Loevner LLC.  A copy of the press release announcing this agreement is attached as Exhibit 99.2 hereto and is hereby incorporated by reference herein.

 

On July 23, 2008, the Company announced that it had entered into a definitive agreement for the Company and the management team of Gannett Welsh & Kotler, LLC (“GW&K”) to acquire the asset management business of GW&K from The Bank of New York Mellon.  A copy of the press release announcing this agreement is attached as Exhibit 99.3 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 July 23, 2008.

99.2

 

Press Release issued by the Company on July 23, 2008 announcing the Company’s entry into a definitive agreement regarding the acquisition of a majority equity interest in Harding Loevner LLC.

99.3

 

Press Release issued by the Company on July 23, 2008 announcing the Company’s entry into a definitive agreement for the Company and the management team of Gannett Welsh & Kotler, LLC to acquire the asset management business of GW&K from The Bank of New York Mellon.

 


*  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:  July 23, 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 July 23, 2008.

99.2

 

Press Release issued by the Company on July 23, 2008 announcing the Company’s entry into a definitive agreement regarding the acquisition of a majority equity interest in Harding Loevner LLC.

99.3

 

Press Release issued by the Company on July 23, 2008 announcing the Company’s entry into a definitive agreement for the Company and the management team of Gannett Welsh & Kotler, LLC to acquire the asset management business of GW&K from The Bank of New York Mellon.

 


*  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 O’Brien

 

 

Affiliated Managers Group, Inc.

 

 

(617) 747-3300

 

 

ir@amg.com

 

AMG Reports Financial and Operating Results

for the Second Quarter and First Half of 2008

 

Company Reports EPS of $0.89; Cash EPS of $1.43

 

BOSTON, July 23, 2008 Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter and six months ended June 30, 2008.

 

Cash Earnings Per Share (“Cash EPS”) for the second quarter of 2008 were $1.43, compared to $1.52 for the second quarter of 2007, while diluted earnings per share for the second quarter of 2008 were $0.89, compared to $1.04 for the same period of 2007.  Cash Net Income was $59.5 million for the second quarter of 2008, compared to $60.3 million for the second quarter of 2007.  Net Income for the second quarter of 2008 was $35.3 million, compared to $41.9 million for the second quarter of 2007.  (Cash EPS and Cash Net Income are defined in the attached tables.)

 

For the second quarter of 2008, revenue was $309.0 million, compared to $331.5 million for the second quarter of 2007.  EBITDA for the second quarter of 2008 was $88.8 million, compared to $97.5 million for the same period of 2007.

 

For the six months ended June 30, 2008, Cash Net Income was $116.2 million, while EBITDA was $178.2 million. For the same period, Net Income was $68.1 million, on revenue of $644.0 million. For the six months ended June 30, 2007, Cash Net Income was $115.7 million, while EBITDA was $186.7 million. For the same period, Net Income was $78.5 million, on revenue of $641.3 million.

 

Pro forma for pending investments, the aggregate assets under management of AMG’s affiliated investment management firms at June 30, 2008 were approximately $254 billion.  Net client cash flows for the second quarter of 2008 were approximately $(2.1) billion, with flows in the institutional, mutual fund, and high net worth channels of $(1.8) billion, $(248) million, and $(81) million, respectively.

 

(more)

 



 

“AMG reported stable earnings for the second quarter during a challenging period for the equity markets,” stated Sean M. Healey, President and Chief Executive Officer of AMG.  “The diversity of our products, particularly in the alternative and international areas, continues to be a strength of our business.  In the alternative investments area, our Affiliates generated strong results across a range of strategies, including quantitative products managed by First Quadrant and AQR, as well as credit alternatives portfolios managed by BlueMountain.  Among our international managers, AQR produced excellent performance in its flagship long-only fund, and emerging markets manager Genesis continues to outperform its peers and benchmarks for the year-to-date.  Finally, in the domestic growth equities area, Friess Associates had an outstanding quarter, and remains one of the industry’s most highly rated growth managers.”

 

“In addition to the performance of existing Affiliates, AMG generates incremental earnings growth through accretive investments in new Affiliates,” said Mr. Healey.  “Our announcement today of investments in two outstanding boutique firms, Harding Loevner and Gannett Welsh & Kotler, demonstrates our ability to execute on our new investments strategy and deliver strong earnings growth in a range of market conditions.”

 

Mr. Healey added, “International equities continue to be among the industry’s fastest growing segments, and we have significantly enhanced our exposure to this area through our investment in Harding Loevner, a leading boutique firm specializing in global growth equities.  The firm has grown at a compound annual rate of 34% since 2002, and currently manages approximately $6 billion in assets across a number of different investment strategies, including global, international and emerging markets equities.  With a superior long-term performance record across its product offerings, including its top-rated International Equity mutual fund, which ranks in the top one percent of its Morningstar category for the year-to-date, Harding Loevner is well-positioned to generate substantial growth going forward.”

 

Mr. Healey continued, “We also entered into an agreement with The Bank of New York Mellon to acquire the business of Gannett, Welsh & Kotler in partnership with the firm’s management.  GW&K is a highly regarded manager of municipal bond, taxable bond and equity investments, with more than $7 billion in assets on behalf of primarily high net worth and retail mutual fund investors.”

 

“Looking ahead, our pipeline of prospective new Affiliate investments continues to be very strong,” concluded Mr. Healey.  “Our proven track record of successful investments and established reputation as the partner of choice for growing boutique firms makes our competitive position stronger than ever.  With our substantial financial capacity to execute upon the opportunities before us, we are uniquely well-positioned to generate meaningful incremental growth in earnings through accretive investments in outstanding boutique asset management firms.”

 

2



 

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 Web site at www.amg.com.

 

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, 2007.

 

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 1-866-250-3615 (domestic calls) or 1-303-275-2161 (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, 11117092#. 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

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Revenue

 

$

331,464

 

$

308,964

 

 

 

 

 

 

 

Net Income

 

$

41,887

 

$

35,295

 

 

 

 

 

 

 

Cash Net Income (A)

 

$

60,331

 

$

59,515

 

 

 

 

 

 

 

EBITDA (B)

 

$

97,528

 

$

88,825

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding - diluted

 

45,230,844

 

46,871,454

 

 

 

 

 

 

 

Earnings per share - diluted

 

$

1.04

 

$

0.89

 

 

 

 

 

 

 

Average shares outstanding - adjusted diluted (C)

 

39,746,763

 

41,577,019

 

 

 

 

 

 

 

Cash earnings per share - diluted (C)

 

$

1.52

 

$

1.43

 

 

 

 

December 31,

 

June 30,

 

 

 

2007

 

2008

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

222,954

 

$

193,237

 

 

 

 

 

 

 

Senior debt

 

$

519,500

 

$

573,000

 

 

 

 

 

 

 

Senior convertible securities

 

$

378,083

 

$

78,170

 

 

 

 

 

 

 

Mandatory convertible securities

 

$

300,000

 

$

 

 

 

 

 

 

 

Junior convertible trust preferred securities

 

$

800,000

 

$

800,000

 

 

 

 

 

 

 

Stockholders’ equity

 

$

469,202

 

$

1,170,120

 

 

(more)

 

4



 

Affiliated Managers Group, Inc.

Financial Highlights

(dollars in thousands, except per share data)

 

 

 

Six Months

 

Six Months

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Revenue

 

$

641,301

 

$

643,998

 

 

 

 

 

 

 

Net Income

 

$

78,509

 

$

68,073

 

 

 

 

 

 

 

Cash Net Income (A)

 

$

115,700

 

$

116,160

 

 

 

 

 

 

 

EBITDA (B)

 

$

186,661

 

$

178,240

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding - diluted

 

44,914,122

 

46,097,282

 

 

 

 

 

 

 

Earnings per share - diluted

 

$

1.97

 

$

1.79

 

 

 

 

 

 

 

Average shares outstanding - adjusted diluted (C)

 

39,235,642

 

40,153,957

 

 

 

 

 

 

 

Cash earnings per share - diluted (C)

 

$

2.95

 

$

2.89

 

 

(more)

 

5



 

Affiliated Managers Group, Inc.

Reconciliations of Earnings Per Share Calculation

(dollars in thousands, except per share data)

 

 

 

Three Months

 

Three Months

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Net Income

 

$

41,887

 

$

35,295

 

Convertible securities interest expense, net (D)

 

5,119

 

6,605

 

Net Income, as adjusted

 

$

47,006

 

$

41,900

 

 

 

 

 

 

 

Average shares outstanding - diluted

 

45,230,844

 

46,871,454

 

 

 

 

 

 

 

Earnings per share - diluted

 

$

1.04

 

$

0.89

 

 

 

 

Six Months

 

Six Months

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Net Income

 

$

78,509

 

$

68,073

 

Convertible securities interest expense, net (D)

 

10,192

 

14,431

 

Net Income, as adjusted

 

$

88,701

 

$

82,504

 

 

 

 

 

 

 

Average shares outstanding - diluted

 

44,914,122

 

46,097,282

 

 

 

 

 

 

 

Earnings per share - diluted

 

$

1.97

 

$

1.79

 

 

(more)

 

6



 

Affiliated Managers Group, Inc.

Reconciliations of Average Shares Outstanding

 

 

 

Three Months

 

Three Months

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Average shares outstanding - diluted

 

45,230,844

 

46,871,454

 

Assumed issuance of COBRA shares

 

(7,529,465

)

 

Assumed issuance of LYONS shares

 

(2,035,196

)

(1,454,332

)

Assumed issuance of Trust Preferred shares

 

(2,000,000

)

(4,500,000

)

Dilutive impact of COBRA shares

 

4,940,033

 

 

Dilutive impact of LYONS shares

 

1,140,547

 

659,897

 

Dilutive impact of Trust Preferred shares

 

 

 

Average shares outstanding - adjusted diluted (C)

 

39,746,763

 

41,577,019

 

 

 

 

Six Months

 

Six Months

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Average shares outstanding - diluted

 

44,914,122

 

46,097,282

 

Assumed issuance of COBRA shares

 

(7,401,708

)

(1,398,081

)

Assumed issuance of LYONS shares

 

(2,057,456

)

(1,454,419

)

Assumed issuance of Trust Preferred shares

 

(2,000,000

)

(4,500,000

)

Dilutive impact of COBRA shares

 

4,676,186

 

757,385

 

Dilutive impact of LYONS shares

 

1,104,498

 

651,790

 

Dilutive impact of Trust Preferred shares

 

 

 

Average shares outstanding - adjusted diluted (C)

 

39,235,642

 

40,153,957

 

 

(more)

 

7



 

Affiliated Managers Group, Inc.

Operating Results

(in millions)

 

Assets Under Management

 

Statement of Changes - Quarter to Date

 

 

 

Mutual
Fund

 

Institutional

 

High Net
Worth

 

Total

 

 

 

 

 

 

 

 

 

 

 

Assets under management, March 31, 2008

 

$

55,657

 

$

159,480

 

$

28,458

 

$

243,595

 

Net client cash flows

 

(248

)

(1,802

)

(81

)

(2,131

)

Investment performance

 

(693

)

1,000

 

45

 

352

 

Assets under management, June 30, 2008

 

$

54,716

 

$

158,678

 

$

28,422

 

$

241,816

 

 

Statement of Changes - Year to Date

 

 

 

Mutual
Fund

 

Institutional

 

High Net
Worth

 

Total

 

 

 

 

 

 

 

 

 

 

 

Assets under management, December 31, 2007

 

$

62,194

 

$

180,426

 

$

32,144

 

$

274,764

 

Net client cash flows

 

(1,406

)

(8,947

)

(182

)

(10,535

)

Investment performance

 

(6,154

)

(10,752

)

(1,942

)

(18,848

)

Other (E)

 

82

 

(2,049

)

(1,598

)

(3,565

)

Assets under management, June 30, 2008

 

$

54,716

 

$

158,678

 

$

28,422

 

$

241,816

 

 

(more)

 

8



 

Affiliated Managers Group, Inc.

Operating Results

(in thousands)

 

Financial Results

 

 

 

Three

 

 

 

Three

 

 

 

 

 

Months

 

 

 

Months

 

 

 

 

 

Ended

 

Percent

 

Ended

 

Percent

 

 

 

6/30/07

 

of Total

 

6/30/08

 

of Total

 

Revenue

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

139,687

 

42%

 

$

125,980

 

41%

 

Institutional

 

150,979

 

46%

 

147,409

 

48%

 

High Net Worth

 

40,798

 

12%

 

35,575

 

11%

 

 

 

$

331,464

 

100%

 

$

308,964

 

100%

 

 

 

 

 

 

 

 

 

 

 

EBITDA (B)

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

37,433

 

39%

 

$

30,256

 

34%

 

Institutional

 

47,142

 

48%

 

47,596

 

54%

 

High Net Worth

 

12,953

 

13%

 

10,973

 

12%

 

 

 

$

97,528

 

100%

 

$

88,825

 

100%

 

 

 

 

Six

 

 

 

Six

 

 

 

 

 

Months

 

 

 

Months

 

 

 

 

 

Ended

 

Percent

 

Ended

 

Percent

 

 

 

6/30/07

 

of Total

 

6/30/08

 

of Total

 

Revenue

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

272,945

 

42%

 

$

260,843

 

40%

 

Institutional

 

287,573

 

45%

 

307,488

 

48%

 

High Net Worth

 

80,783

 

13%

 

75,667

 

12%

 

 

 

$

641,301

 

100%

 

$

643,998

 

100%

 

 

 

 

 

 

 

 

 

 

 

EBITDA (B)

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

74,741

 

40%

 

$

61,696

 

35%

 

Institutional

 

87,513

 

47%

 

95,481

 

53%

 

High Net Worth

 

24,407

 

13%

 

21,063

 

12%

 

 

 

$

186,661

 

100%

 

$

178,240

 

100%

 

 

(more)

 

9



 

Affiliated Managers Group, Inc.

Reconciliations of Performance and Liquidity Measures

(in thousands)

 

 

 

Three Months

 

Three Months

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Net Income

 

$

41,887

 

$

35,295

 

Intangible amortization

 

7,922

 

8,551

 

Intangible amortization - equity method investments (F)

 

2,328

 

4,949

 

Intangible-related deferred taxes

 

6,850

 

9,040

 

Affiliate depreciation

 

1,344

 

1,680

 

Cash Net Income (A)

 

$

60,331

 

$

59,515

 

 

 

 

 

 

 

Cash flow from operations

 

$

118,220

 

$

120,455

 

Interest expense, net of non-cash items

 

16,893

 

15,705

 

Current tax provision

 

16,045

 

12,461

 

Income from equity method investments, net of distributions (F)

 

1,042

 

1,821

 

Changes in assets and liabilities and other adjustments

 

(54,672

)

(61,617

)

EBITDA (B)

 

$

97,528

 

$

88,825

 

Holding company expenses

 

14,003

 

15,180

 

EBITDA Contribution

 

$

111,531

 

$

104,005

 

 

 

 

Six Months

 

Six Months

 

 

 

Ended

 

Ended

 

 

 

6/30/07

 

6/30/08

 

 

 

 

 

 

 

Net Income

 

$

78,509

 

$

68,073

 

Intangible amortization

 

15,865

 

16,901

 

Intangible amortization - equity method investments (F)

 

4,634

 

9,899

 

Intangible-related deferred taxes

 

13,882

 

18,061

 

Affiliate depreciation

 

2,810

 

3,226

 

Cash Net Income (A)

 

$

115,700

 

$

116,160

 

 

 

 

 

 

 

Cash flow from operations

 

$

70,880

 

$

57,694

 

Interest expense, net of non-cash items

 

33,817

 

35,796

 

Current tax provision

 

29,057

 

25,827

 

Income from equity method investments, net of distributions (F)

 

(9,193

)

(12,146

)

Changes in assets and liabilities and other adjustments

 

62,100

 

71,069

 

EBITDA (B)

 

$

186,661

 

$

178,240

 

Holding company expenses

 

28,017

 

31,877

 

EBITDA Contribution

 

$

214,678

 

$

210,117

 

 

(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,

 

 

 

2007

 

2008

 

2007

 

2008

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

331,464

 

$

308,964

 

$

641,301

 

$

643,998

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Compensation and related expenses

 

143,109

 

140,822

 

282,041

 

291,902

 

Selling, general and administrative

 

48,961

 

47,658

 

94,466

 

99,664

 

Amortization of intangible assets

 

7,922

 

8,551

 

15,865

 

16,901

 

Depreciation and other amortization

 

2,413

 

2,902

 

4,779

 

5,676

 

Other operating expenses

 

5,115

 

5,050

 

7,904

 

10,463

 

 

 

207,520

 

204,983

 

405,055

 

424,606

 

Operating income

 

123,944

 

103,981

 

236,246

 

219,392

 

 

 

 

 

 

 

 

 

 

 

Non-operating (income) and expenses:

 

 

 

 

 

 

 

 

 

Investment and other (income) loss

 

(6,499

)

(426

)

(11,121

)

1,513

 

Income from equity method investments

 

(8,913

)

(13,414

)

(16,885

)

(27,402

)

Investment (income) loss from Affiliate
investments in partnerships (H)

 

(18,518

)

(5,404

)

(21,159

)

8,930

 

Interest expense

 

18,378

 

16,398

 

36,765

 

37,711

 

 

 

(15,552

)

(2,846

)

(12,400

)

20,752

 

 

 

 

 

 

 

 

 

 

 

Income before minority interest and taxes

 

139,496

 

106,827

 

248,646

 

198,640

 

Minority interest (G)

 

(54,780

)

(45,650

)

(103,253

)

(98,824

)

Minority interest in Affiliate investments
in partnerships (H)

 

(18,229

)

(5,152

)

(20,775

)

8,237

 

Income before income taxes

 

66,487

 

56,025

 

124,618

 

108,053

 

 

 

 

 

 

 

 

 

 

 

Income taxes - current

 

16,045

 

12,461

 

29,057

 

25,827

 

Income taxes - intangible-related deferred

 

6,850

 

9,040

 

13,882

 

18,061

 

Income taxes - other deferred

 

1,705

 

(771

)

3,170

 

(3,908

)

Net Income

 

$

41,887

 

$

35,295

 

$

78,509

 

$

68,073

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding - basic

 

29,847,093

 

39,300,624

 

29,773,269

 

36,885,373

 

Average shares outstanding - diluted

 

45,230,844

 

46,871,454

 

44,914,122

 

46,097,282

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic

 

$

1.40

 

$

0.90

 

$

2.64

 

$

1.85

 

Earnings per share - diluted

 

$

1.04

 

$

0.89

 

$

1.97

 

$

1.79

 

 

(more)

 

11



 

Affiliated Managers Group, Inc.

Consolidated Balance Sheets

(in thousands)

 

 

 

December 31,

 

June 30,

 

 

 

2007

 

2008

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

222,954

 

$

193,237

 

Investment advisory fees receivable

 

237,636

 

179,366

 

Affiliate investments in partnerships (H)

 

134,657

 

133,688

 

Affiliate investments in marketable securities

 

21,237

 

24,363

 

Prepaid expenses and other current assets

 

33,273

 

25,472

 

Total current assets

 

649,757

 

556,126

 

 

 

 

 

 

 

Fixed assets, net

 

69,879

 

69,807

 

Equity investments in Affiliates

 

842,490

 

831,176

 

Acquired client relationships, net

 

496,602

 

499,141

 

Goodwill

 

1,230,387

 

1,270,419

 

Other assets

 

106,590

 

115,708

 

Total assets

 

$

3,395,705

 

$

3,342,377

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

246,400

 

$

194,330

 

Payables to related party

 

69,952

 

5,921

 

Total current liabilities

 

316,352

 

200,251

 

 

 

 

 

 

 

Senior debt

 

519,500

 

573,000

 

Senior convertible securities

 

378,083

 

78,170

 

Mandatory convertible securities

 

300,000

 

 

Junior convertible trust preferred securities

 

800,000

 

800,000

 

Deferred income taxes

 

257,022

 

255,447

 

Other long-term liabilities

 

33,516

 

33,093

 

Total liabilities

 

2,604,473

 

1,939,961

 

 

 

 

 

 

 

Minority interest (G)

 

194,633

 

111,584

 

Minority interest in Affiliate investments in partnerships (H)

 

127,397

 

120,712

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

390

 

458

 

Additional paid-in capital

 

662,454

 

941,841

 

Accumulated other comprehensive income

 

64,737

 

62,289

 

Retained earnings

 

836,426

 

904,499

 

 

 

1,564,007

 

1,909,087

 

Less treasury stock, at cost

 

(1,094,805

)

(738,967

)

Total stockholders’ equity

 

469,202

 

1,170,120

 

Total liabilities and stockholders’ equity

 

$

3,395,705

 

$

3,342,377

 

 

(more)

 

12



 

Affiliated Managers Group, Inc.

Consolidated Statements of Cash Flow

(in thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2008

 

2007

 

2008

 

Cash flow from operating activities:

 

 

 

 

 

 

 

 

 

Net Income

 

$

41,887

 

$

35,295

 

$

78,509

 

$

68,073

 

Adjustments to reconcile Net Income to net cash flow
from operating activities:

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

7,922

 

8,551

 

15,865

 

16,901

 

Amortization of issuance costs

 

778

 

595

 

1,534

 

1,368

 

Depreciation and other amortization

 

2,413

 

2,902

 

4,779

 

5,676

 

Deferred income tax provision

 

8,555

 

8,269

 

17,052

 

14,153

 

Accretion of interest

 

707

 

98

 

1,414

 

547

 

Income from equity method investments, net of amortization

 

(8,913

)

(13,414

)

(16,885

)

(27,402

)

Distributions received from equity method investments

 

10,199

 

16,542

 

30,712

 

49,447

 

Tax benefit from exercise of stock options

 

613

 

1,606

 

4,152

 

2,279

 

Stock option expense

 

1,918

 

3,617

 

4,562

 

7,400

 

Other adjustments

 

(570

)

2,976

 

585

 

5,652

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

(Increase) decrease in investment advisory fees receivable

 

(10,087

)

30,874

 

13,378

 

58,924

 

(Increase) decrease in Affiliate investments in partnerships

 

8,831

 

(72

)

11,004

 

(6,656

)

(Increase) decrease in prepaids and other current assets

 

(198

)

(2,135

)

593

 

17,017

 

(Increase) decrease in other assets

 

4,210

 

7,357

 

(7,934

)

9,111

 

Increase (decrease) in accounts payable, accrued liabilities
and other long-term liabilities

 

48,633

 

30,861

 

(61,241

)

(78,535

)

Increase (decrease) in minority interest

 

1,322

 

(13,467

)

(27,199

)

(86,261

)

Cash flow from operating activities

 

118,220

 

120,455

 

70,880

 

57,694

 

 

 

 

 

 

 

 

 

 

 

Cash flow used in investing activities:

 

 

 

 

 

 

 

 

 

Cost of investments in Affiliates, net of cash acquired

 

(33,704

)

(104,243

)

(59,558

)

(147,590

)

Purchase of fixed assets

 

(4,074

)

(2,592

)

(8,161

)

(5,141

)

Purchase of investment securities

 

(258

)

(9,001

)

(12,758

)

(23,444

)

Sale of investment securities

 

1

 

9,451

 

4,630

 

15,002

 

Cash flow used in investing activities

 

(38,035

)

(106,385

)

(75,847

)

(161,173

)

 

 

 

 

 

 

 

 

 

 

Cash flow from (used in) financing activities:

 

 

 

 

 

 

 

 

 

Borrowings of senior bank debt

 

41,000

 

124,000

 

177,000

 

301,000

 

Repayments of senior bank debt

 

(80,000

)

(126,500

)

(153,000

)

(247,500

)

Settlement of convertible securities

 

 

 

 

(208,730

)

Issuance of common stock

 

3,133

 

19,026

 

38,758

 

232,801

 

Repurchase of common stock

 

 

(14,252

)

(109,003

)

(24,754

)

Issuance costs

 

(200

)

(1,002

)

(1,756

)

(1,941

)

Excess tax benefit from exercise of stock options

 

5,866

 

6,921

 

28,206

 

9,807

 

Settlement of derivative contracts

 

 

8,154

 

 

8,154

 

Note payments

 

(72

)

946

 

(1,081

)

1,826

 

Subscriptions (redemptions) of Minority interest - Affiliate investments in partnerships

 

(8,831

)

4

 

(11,004

)

3,656

 

Cash flow from (used in) financing activities

 

(39,104

)

17,297

 

(31,880

)

74,319

 

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

644

 

(358

)

927

 

(557

)

Net increase (decrease) in cash and cash equivalents

 

41,725

 

31,009

 

(35,920

)

(29,717

)

Cash and cash equivalents at beginning of period

 

124,084

 

162,228

 

201,729

 

222,954

 

Cash and cash equivalents at end of period

 

$

165,809

 

$

193,237

 

$

165,809

 

$

193,237

 

 

(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).

 

(more)

 

14



 

(E)           In the first quarter of 2008, the Company agreed to transfer its interests in certain Affiliates, and also 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 six months ended June 30, 2008, the total non-operating loss associated with those partnerships was $8.9 million, while the portion attributable to the underlying investors unrelated to the Company (the “outside owners”) was $8.2 million; as of June 30, 2008, the total assets attributable to these investment partnerships was $133.7 million, while the portion owned by the outside owners was $120.7 million.

 

15


Exhibit 99.2

 

 

 

Contact:

Brett S. Perryman

 

 

Laura O’Brien

 

 

Affiliated Managers Group, Inc.

 

 

(617) 747-3300

 

 

pr@amg.com

 

 

 

 

 

Tucker Hewes

 

 

Hewes Communications, Inc.

 

 

(for Harding Loevner LLC)

 

 

(212) 207-9451

 

 

tucker@hewescomm.com

 

AMG to Make Investment in Harding Loevner

 

BOSTON, July 23, 2008 – Affiliated Managers Group, Inc. (NYSE: AMG), a diversified asset management company, and Harding Loevner LLC (“Harding Loevner”), have reached a definitive agreement for AMG to acquire a majority equity interest in Harding Loevner.  After the closing of the transaction, the management partners of Harding Loevner will continue to hold a substantial portion of the equity of the business and direct its day-to-day operations.

 

Founded in 1989, Harding Loevner is a highly regarded investment manager specializing in global growth equities, with approximately $6 billion in assets under management across six global, international and emerging markets equity strategies.  The firm takes a team-oriented approach to making investment decisions, and each of its strategies is underpinned by a consistent investment philosophy focused on a global perspective, fundamental research, and investing in equities of high quality growth companies, and has generated outstanding long-term returns for the firm’s clients.

 

Harding Loevner’s largest products, the Emerging Markets, International Equity and Global Equity mutual funds, are widely recognized for their long-term outperformance, and have earned Lipper Leader ratings of five for consistent return.  The International Equity fund also ranks in the top one percent of its Morningstar category for the year-to-date period, while the Emerging Markets fund is rated four stars by Morningstar.

 

Harding Loevner serves a diverse group of clients comprised of institutional and retail mutual fund and separate account investors including individuals and private trusts, foundations and endowments, retirement plans, financial institutions and overseas clients.  Harding Loevner is broadly represented in the intermediary-advised marketplace, and has strong relationships with institutional consultants, independent registered investment advisors and wealth management programs.

 

(more)

 



 

Based in New Jersey, Harding Loevner is led by global equities specialists David Loevner and Simon Hallett, and has a deep team of 22 experienced investment professionals.  All of the members of the management team will remain with the firm upon completion of the transaction, and seven of the firm’s senior managers have entered into long-term employment agreements with the firm and AMG.

 

“Harding Loevner is an outstanding global equity manager, with a highly experienced management team and an excellent reputation for providing superior results for its clients through its consistent adherence to its high quality growth investment strategy,” said Sean M. Healey, AMG’s President and Chief Executive Officer.  “The firm’s strong investment performance and consistent positive net client cash flows have generated compound annual growth in assets under management of 34% since 2002.  Our partnership with Harding Loevner strengthens and expands our exposure to international and emerging markets equity products, and we are confident that the firm will continue to generate strong growth in these areas in the years ahead.”

 

“The team at Harding Loevner has built an outstanding business, and we are impressed with the management team’s longstanding commitment to ensuring that equity incentives are aligned among key employees to promote the continued growth of the firm,” said Jay Horgen, AMG’s Executive Vice President in charge of New Investments.  “We are very pleased to welcome Harding Loevner to our Affiliate group and look forward to working with our new partners.”

 

“Of paramount importance to us when considering potential partners was to ensure that our firm would retain, through successive generations of colleagues, its essential character including its focus on the interests of our clients.  AMG’s philosophy and proven track record in this regard gave us that assurance,” said David Loevner, Chief Executive Officer of Harding Loevner.  “We look forward to working with AMG across a range of initiatives, especially in offering our services to a wider range of clients including institutions overseas.”

 

Upon completion of the transaction, AMG will hold approximately a 60% interest in Harding Loevner. The remaining approximately 40% of the business will be held by a broad group of senior professionals.  The terms of the transaction, which is expected to close upon receipt of customary approvals, were not disclosed.

 

About Affiliated Managers Group

 

Affiliated Managers Group is a diversified asset management company with approximately $254 billion in assets at June 30, 2008 (pro forma for pending investments).  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. For more information, please visit the Company’s 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, 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.

 

# # #

 

3


Exhibit 99.3

 

 

 

Contact:

Brett S. Perryman

 

 

Laura O’Brien

 

 

Affiliated Managers Group, Inc.

 

 

(617) 747-3300

 

 

pr@amg.com

 

 

 

 

 

Janet M. Owens

 

 

Gannett Welsh & Kotler, LLC

 

 

(617) 236-8900

 

 

jowens@gwkinc.com

 

AMG to Make Investment in Gannett Welsh & Kotler

 

BOSTON, July 23, 2008 – Affiliated Managers Group, Inc. (NYSE: AMG), a diversified asset management company, and Gannett Welsh & Kotler, LLC (“GW&K”), an investment management unit of The Bank of New York Mellon (NYSE: BK), have reached a definitive agreement for AMG and the management team of GW&K to acquire the asset management business of GW&K.

 

Founded in 1974, GW&K is a Boston-based manager of municipal bond, taxable bond and equity investments.  The firm manages more than $7 billion in three principal investment strategies: intermediate duration municipal bonds; multi-cap and small-cap equities; and core taxable fixed income investments.  GW&K offers highly personalized investment services to its clients, with a longstanding focus on rigorous research and disciplined decision-making to meet the individual needs of each client.  In addition to separately managed accounts, GW&K manages two mutual funds for retail investors who wish to benefit from the firm’s depth of research and investment expertise.

 

We are very pleased to announce our partnership with GW&K and its outstanding management team,” said Sean M. Healey, AMG’s President and Chief Executive Officer.  “We have been very impressed with GW&K’s demonstrated focus on understanding and serving its clients’ individual needs, as well as its long history of successfully managing fixed income and equity investment strategies that balance long-term growth of capital with prudent risk management.  We look forward to working with the team at GW&K, particularly in the area of distribution, where our Managers platform provides an excellent opportunity to broaden the firm’s intermediary-driven distribution capabilities.”

 

“Our partnership with AMG enables us to hold a direct equity participation in the growth of our business and to have the autonomy to maintain our unique investment culture,” said Harold G. Kotler, Chief Executive Officer of GW&K.  “At the same time, we are able to benefit from scale advantages in areas such as compliance, operations and distribution, which ensures that we can remain focused on delivering highly personalized investment management services while continuing to grow our firm.”

 

(more)

 



 

As part of the transaction, AMG is purchasing the entire ownership interest of The Bank of New York Mellon.  A broad group of GW&K professionals will hold an equity interest in the firm and have entered into long-term employment agreements with the firm and AMG.  The terms of the transaction, which is expected to close upon receipt of customary approvals, were not disclosed.

 

About Affiliated Managers Group

 

Affiliated Managers Group is a diversified asset management company with approximately $254 billion in assets at June 30, 2008 (pro forma for pending investments).  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. For more information, please visit the Company’s Web site at www.amg.com.

 

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.

 

# # #

 

2