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): May 4, 2001 AFFILIATED MANAGERS GROUP, INC. ------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 0001-13459 043218510 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.) Two International Place, 23rd Floor, Boston, MA 02110 ------------------------------------------------------------- (Address of principal executive offices) (Zip code) (617) 747-3300 ------------------------------------------------------ (Registrant's telephone number, including area code)
Item 5. Other Events Registrant is filing this Form 8-K in order to file a current earnings press release. By this filing, Registrant is not establishing the practice of filing all earnings press releases in the future and may discontinue such filings at any time. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99.1 -- Press Release issued on April 25, 2001 by Affiliated Managers Group, Inc.
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. ------------------------------- (Registrant) Date: May 4, 2001 /s/ Darrell W. Crate ------------------------------- DARRELL W. CRATE Senior Vice President Chief Financial Officer and Treasurer (and also as Principal Financial and Accounting Officer)
Exhibits A. Press Release issued on April 25, 2001 by Affiliated Managers Group, Inc.
Exhibit 99.1 AMG REPORTS FINANCIAL AND OPERATING RESULTS FOR FIRST QUARTER 2001 COMPANY REPORTS CASH EPS OF $0.89 NET CLIENT CASH FLOWS FROM DIRECTLY MANAGED ASSETS WERE $880 MILLION Contact: Darrell W. Crate Affiliated Managers Group, Inc. (617) 747-3300 BOSTON, MA, APRIL 25, 2001 - Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter ended March 31, 2001. Cash earnings per share ("Cash EPS") for the first quarter of 2001 were $0.89 versus Cash EPS of $0.92 for the first quarter of 2000. This decrease from the prior year reflects the impact of the broad equity market decline which offset earnings gains from net client cash flows. (Cash EPS is the Company's reported EPS figure plus the non-cash charges on a per share basis for depreciation and amortization of intangible assets which arise from the use of the purchase method of accounting. The Company considers Cash EPS to be the most meaningful measure of its financial performance.) Diluted earnings per share for the first quarter of 2001 were $0.53, compared to $0.60 for the first quarter of 2000. Cash Net Income (net income plus the non-cash charges for depreciation and amortization of intangible assets) was $20.2 million, compared to $21.2 for the first quarter of 2000, while EBITDA was $31.3 million, compared to $34.7 million for the same period of 2000. Revenues for the first quarter of 2001 were $100.5 million, compared to $114.8 million for the first quarter of 2000. Net income for the first quarter of 2001 was $11.9 million, compared to $13.8 million for the same period of 2000. The aggregate assets under management of AMG's affiliated investment management firms at March 31, 2001 were $69.7 billion. Aggregate net client cash flows of directly managed assets were $880 million, while outflows of overlay assets were $1.35 billion during the quarter. These aggregate net client cash flows (including directly managed and overlay assets) for the quarter resulted in a net increase of approximately $3.9 million to AMG's annualized EBITDA. "While the sharp declines in the equity market during the first quarter obviously presented challenges for our Affiliates, we were pleased with their results relative to their competitors and benchmarks," said William J. Nutt, Chairman and Chief Executive Officer. "The strength of our Affiliates' businesses is seen in their solid net client inflows during the quarter, especially as measured in terms of increased contribution to earnings. Once again, AMG benefited from the diversification among our Affiliate group," Mr. Nutt continued. "The results of our value managers such as Tweedy, Browne; Rorer; Skyline and Systematic helped offset market-related declines in managed assets among Affiliates focused on growth sectors of the market." "Notwithstanding the market environment, we continue to invest in growth initiatives," said Sean Healey, President and Chief Operating Officer. "Our investment in Dublin Fund Distributors, a firm which distributes alternative investment products in the European institutional and high net worth markets, offers great potential for stand-alone growth as well as enhanced distribution of Affiliates' products. In addition, on April 10, we announced the merger of our Renaissance Affiliate with another Cincinnati-based manager, Bowling Portfolio Management, which should enhance AMG's earnings growth while benefiting the firms' management partners. Finally, we remain committed to and confident in our strategy of investing in growing mid-sized asset management firms." AMG is an asset management company that acquires and holds majority interests in a diverse group of mid-sized investment management firms. The Company's strategy is to generate growth through the internal growth of its existing Affiliates, as well as investments in new Affiliates. AMG's innovative transaction structure allows individual members of each Affiliate's management to retain or receive significant direct 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.
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 interest in investment management firms, 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, 2000. FINANCIAL TABLES FOLLOW A teleconference will be held with AMG's management at 11:00 a.m. EDT today. Parties interested in listening to the teleconference can dial 1-800-952-4707 (domestic calls) or 1-703-871-3077 (international calls) starting at 10:45 a.m. EDT. 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 from approximately one hour after the conclusion of the call until 5:00 p.m. EDT on Wednesday, May 2, 2001. To access the replay, please dial 1-888-266-2086, pass code 5095254. The live call and the replay (through May 2, 2001) can also be accessed via the Web at www.amg.com. ### FOR MORE INFORMATION ON AFFILIATED MANAGERS GROUP, INC., PLEASE VISIT AMG'S WEB SITE AT www.amg.com
Affiliated Managers Group, Inc. Financial Highlights (dollars in thousands, except per share data) Three Months Three Months Ended Ended 3/31/00 3/31/01 ------------ ------------ Revenues $ 114,798 $ 100,475 EBITDA (A) $ 34,659 $ 31,304 Net Income $ 13,815 $ 11,930 Cash Net Income (B) $ 21,212 $ 20,190 Average shares outstanding - diluted 23,099,721 22,567,819 Earnings per share - diluted $ 0.60 $ 0.53 Cash earnings per share - diluted (C) $ 0.92 $ 0.89 December 31 March 31 2000 2001 ------------ ---------- Total debt $ 151,800 $ 147,500 Stockholders' equity $ 493,910 $ 505,614 Affiliated Managers Group, Inc. Financial Highlights (dollars in thousands, except as indicated) Three Months Ended 3/31/01 ------------ Assets under management (at period end, in millions): $ 69,730 Revenues: $100,475 Owners' Allocation (D): $ 49,688 EBITDA Contribution (E): $ 35,806 Reconciliation of EBITDA Contribution to EBITDA: Total EBITDA Contribution (as above) $ 35,806 Less, holding company expenses (4,502) ------------- EBITDA $ 31,304 ============= Notes: (A) EBITDA represents earnings before interest expense, income taxes, depreciation and amortization. (B) Cash Net Income represents net income plus depreciation and amortization. (C) Cash earnings per share represents Cash Net Income divided by average shares outstanding. (D) Owners' Allocation represents the portion of an Affiliate's revenues which is allocated to the owners of that Affiliate, including AMG, generally in proportion to their ownership interest, pursuant to the revenue sharing agreement with such Affiliate. (E) EBITDA Contribution represents the portion of an Affiliate's revenues that is allocated to AMG after amounts retained by the Affiliate for compensation and day-to-day operating and overhead expenses, but before the interest, income taxes, depreciation and amortization expenses of the Affiliate.
Affiliated Managers Group, Inc. Consolidated Statements of Income (dollars in thousands, except per share data) Quarter Ended March 31, 2000 2001 ------------- ------------- Revenues $ 114,798 $ 100,475 Operating expenses: Compensation and related expenses 44,415 34,208 Amortization of intangible assets 6,444 6,902 Depreciation and other amortization 953 1,358 Selling, general and administrative 16,628 18,080 Other operating expenses 2,423 2,615 ------------- ------------- 70,863 63,163 ------------- ------------- Operating income 43,935 37,312 ------------- ------------- Non-operating (income) and expenses: Investment and other income (1,638) (524) Interest expense 3,847 3,161 ------------- ------------- 2,209 2,637 ------------- ------------- Income before minority interest and income taxes 41,726 34,675 Minority interest (18,311) (14,792) ------------- ------------- Income before income taxes 23,415 19,883 Income taxes 9,600 7,953 ------------- ------------- Net income $ 13,815 $ 11,930 ============= ============= Average shares outstanding - basic 22,722,493 22,063,166 Average shares outstanding - diluted 23,099,721 22,567,819 Earnings per share - basic $ 0.61 $ 0.54 Earnings per share - diluted $ 0.60 $ 0.53
Affiliated Managers Group, Inc. Consolidated Balance Sheets (in thousands) December 31, March 31, 2000 2001 ------------- ------------- Assets Current assets: Cash and cash equivalents $ 31,612 $ 27,147 Investment advisory fees receivable 66,126 51,313 Other current assets 15,448 15,558 --------- --------- Total current assets 113,186 94,018 Fixed assets, net 15,346 15,087 Equity investment in Affiliate 1,816 1,747 Acquired client relationships, net 199,354 197,296 Goodwill, net 444,116 441,791 Other assets 19,912 18,522 --------- --------- Total assets $ 793,730 $ 768,461 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 86,800 $ 54,943 --------- --------- Total current liabilities 86,800 54,943 Senior bank debt 151,000 146,700 Deferred taxes 31,907 33,159 Other long-term liabilities 2,636 2,786 Subordinated debt 800 800 --------- --------- Total liabilities 273,143 238,388 Minority interest 26,677 24,459 Stockholders' equity: Common stock 235 235 Additional paid-in capital 407,057 407,559 Accumulated other comprehensive income (342) (1,620) Retained earnings 140,513 152,443 --------- --------- 547,463 558,617 Less treasury shares (53,553) (53,003) Total stockholders' equity 493,910 505,614 --------- --------- Total liabilities and stockholders' equity $ 793,730 $ 768,461 ========= =========