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 25, 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, dated July 25, 2001 (filed for informational purposes).
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: August 17, 2001 /s/ Darrell W. Crate ------------------------------- DARRELL W. CRATE Executive Vice President, Chief Financial Officer and Treasurer (and also as Principal Financial and Accounting Officer)
Exhibits Exhibit 99.1 -- Press Release, dated July 25, 2001 (filed for informational purposes).
Exhibit 99.1 [AMG LETTERHEAD] Contact: Darrell W. Crate Affiliated Managers Group, Inc. (617) 747-3300 AMG REPORTS FINANCIAL AND OPERATING RESULTS FOR SECOND QUARTER AND FIRST HALF OF 2001 COMPANY REPORTS CASH EPS OF $0.95 NET CLIENT CASH FLOWS FROM DIRECTLY MANAGED ASSETS WERE $1.1 BILLION BOSTON, MA, JULY 25, 2001 - Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter and six months ended June 30, 2001. Cash earnings per share ("Cash EPS") for the second quarter of 2001 were $0.95 compared to Cash EPS of $0.95 for the second quarter of 2000 and $0.89 for the first quarter of 2001. (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 second quarter of 2001 were $0.58, compared to $0.61 for the second quarter of 2000. Cash Net Income (net income plus the non-cash charges for depreciation and amortization of intangible assets) was $21.5 million, compared to $21.3 million for the second quarter of 2000, while EBITDA was $33.6 million, compared to $34.9 million for the same period of 2000. Revenues for the second quarter of 2001 were $100.7 million, compared to $110.9 million for the second quarter of 2000. Net income for the second quarter of 2001 was $13.1 million, compared to $13.7 million for the same period of 2000. For the six months ended June 30, 2001, Cash Net Income was $41.7 million, or $1.84 on a per share basis, while EBITDA was $64.9 million. For the same period, net income was $25.0 million, or $1.11 on a per share basis, on revenues of $201.1 million. For the six months ended June 30, 2000, Cash Net Income was $42.5 million, or $1.86 on a per share basis, while EBITDA was $69.6 million. For the same period, net income was $27.5 million, or $1.21 on a per share basis, on revenues of $225.7 million. The aggregate assets under management of AMG's affiliated investment management firms at June 30, 2001 were $73.7 billion. Aggregate net client cash flows of directly managed assets were $1.1 billion, while outflows of overlay assets were $40.0 million 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 $2.7 million to AMG's annualized EBITDA. (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Second Quarter and First Half of 2001 July 25, 2001 Page 2 of 7 "Our Affiliates had a strong second quarter during a period of modest improvement in the equity market environment," said William J. Nutt, Chairman and Chief Executive Officer. "Our Cash EPS grew nearly 7% quarter over quarter, as our Affiliates posted solid investment results and continued to achieve steady growth in client cash flows, with over $1 billion from directly managed net flows in the quarter." Sean M. Healey, President and Chief Operating Officer, stated, "We were pleased to announce the completion in June of the merger between our Affiliate, Renaissance Investment Management, and Bowling Portfolio Management. AMG sourced, structured and financed the merger, and the combination of these Cincinnati-based managers will enable them to recognize a number of synergies, enhance their administrative and marketing capabilities, and offer complementary investment styles." Mr. Healey continued, "Another important achievement in the quarter was the successful execution of our $221 million zero-coupon convertible senior notes offering in May. This security lowers our cost of capital and increases our capacity to fund new investments. Finally, we continued to make good progress during the quarter toward investing in additional growing, high quality mid-sized investment management firms." AMG is an asset management company that addresses the succession and transition issues facing the principals of growing mid-sized 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 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 INTERESTS 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 SHOULD DIAL 1-888-413-4411 (DOMESTIC CALLS) OR 1-703-871-3795 (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, AUGUST 1, 2001. TO ACCESS THE REPLAY, PLEASE DIAL 1-888-266-2086, PASS CODE 5337022. THE LIVE CALL AND THE REPLAY (THROUGH AUGUST 1, 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. Reports Financial and Operating Results For Second Quarter and First Half of 2001 July 25, 2001 Page 3 of 7 AFFILIATED MANAGERS GROUP, INC. FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Three Months Ended Ended 6/30/00 6/30/01 ------------ ------------ Revenues $ 110,895 $ 100,663 EBITDA (A) $ 34,915 $ 33,564 Net Income $ 13,677 $ 13,107 Cash Net Income (B) $ 21,270 $ 21,475 Average shares outstanding - diluted 22,507,064 22,654,951 Earnings per share - diluted $ 0.61 $ 0.58 Cash earnings per share - diluted (C) $ 0.95 $ 0.95 December 31, June 30, 2000 2001 ------------ ---------- Cash and cash equivalents $ 31,612 $ 175,835 Total debt $ 151,800 $ 278,113 Stockholders' equity $ 493,910 $ 523,662 (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Second Quarter and First Half of 2001 July 25, 2001 Page 4 of 7 AFFILIATED MANAGERS GROUP, INC. FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Six Months Six Months Ended Ended 6/30/00 6/30/01 ---------- ---------- Revenues $ 225,693 $ 201,138 EBITDA (A) $ 69,574 $ 64,868 Net Income $ 27,492 $ 25,037 Cash Net Income (B) $ 42,482 $ 41,665 Average shares outstanding - diluted 22,803,699 22,612,010 Earnings per share - diluted $ 1.21 $ 1.11 Cash earnings per share - diluted (C) $ 1.86 $ 1.84 (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Second Quarter and First Half of 2001 July 25, 2001 Page 5 of 7 AFFILIATED MANAGERS GROUP, INC. FINANCIAL HIGHLIGHTS (dollars in thousands, except as indicated) Three Months Six Months Ended Ended 6/30/01 6/30/01 ------------ ----------- Assets under management (at period end, in millions): $ 73,698 $ 73,698 Revenues: $ 100,663 $ 201,138 Owners' Allocation (D): $ 50,935 $ 100,624 EBITDA Contribution (E): $ 38,065 $ 73,871 RECONCILIATION OF EBITDA CONTRIBUTION TO EBITDA: Total EBITDA Contribution (as above) $ 38,065 $ 73,871 Less, holding company expenses (4,501) (9,003) ============ =========== EBITDA $ 33,564 $ 64,868 ============ =========== 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. (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Second Quarter and First Half of 2001 July 25, 2001 Page 6 of 7 AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Quarter Ended June 30, Year to Date June 30, ----------------------- -------------------- 2000 2001 2000 2001 -------- -------- -------- -------- Revenues $110,895 $100,663 $225,693 $201,138 Operating expenses: Compensation and related expenses 40,154 32,698 84,569 66,906 Amortization of intangible assets 6,609 6,940 13,053 13,842 Depreciation and other amortization 984 1,428 1,937 2,786 Selling, general and administrative 18,759 19,034 35,387 37,115 Other operating expenses 2,409 2,673 4,832 5,288 ---------- ---------- ---------- ---------- 68,915 62,773 139,778 125,937 ---------- ---------- ---------- ---------- Operating income 41,980 37,890 85,915 75,201 ---------- ---------- ---------- ---------- Non-operating (income) and expenses: Investment and other income (582) (1,470) (2,220) (1,994) Interest expense 4,142 3,351 7,989 6,512 ---------- ---------- ---------- ---------- 3,560 1,881 5,769 4,518 ---------- ---------- ---------- ---------- Income before minority interest and taxes 38,420 36,009 80,146 70,683 Minority interest (15,240) (14,164) (33,551) (28,956) ---------- ---------- ---------- ---------- Income before income taxes 23,180 21,845 46,595 41,727 Income taxes 9,503 8,738 19,103 16,690 ---------- ---------- ---------- ---------- Net income $ 13,677 $ 13,107 $ 27,492 $ 25,037 ========== ========== ========== ========== Average shares outstanding - basic 22,187,587 22,109,068 22,455,041 22,086,244 Average shares outstanding - diluted 22,507,064 22,654,951 22,803,699 22,612,010 Earnings per share - basic $ 0.62 $ 0.59 $ 1.22 $ 1.13 Earnings per share - diluted $ 0.61 $ 0.58 $ 1.21 $ 1.11 (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Second Quarter and First Half of 2001 July 25, 2001 Page 7 of 7 AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED BALANCE SHEETS (in thousands) December 31, June 30, 2000 2001 -------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 31,612 $175,835 Investment advisory fees receivable 66,126 54,286 Other current assets 15,448 10,248 -------------- -------------- Total current assets 113,186 240,369 Fixed assets, net 15,346 14,815 Equity investment in Affiliate 1,816 1,905 Acquired client relationships, net 199,354 197,052 Goodwill, net 444,116 444,407 Other assets 19,912 21,590 ============== ============== Total assets $ 793,730 $ 920,138 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 86,800 $ 60,950 -------------- -------------- Total current liabilities 86,800 60,950 Long-term debt 151,000 277,313 Deferred taxes 31,907 34,164 Other long-term liabilities 2,636 2,765 Subordinated debt 800 800 -------------- -------------- Total liabilities 273,143 375,992 Minority interest 26,677 20,484 Stockholders' equity: Common stock 235 235 Additional paid-in capital 407,057 408,356 Accumulated other comprehensive income (342) (1,070) Retained earnings 140,513 165,549 -------------- -------------- 547,463 573,070 Less treasury shares (53,553) (49,408) Total stockholders' equity 493,910 523,662 ============== ============== Total liabilities and stockholders' equity $793,730 $ 920,138 ============== ==============