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

(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 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 O’Brien

 

 

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 industry’s 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, it’s 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.  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.

 

(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 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, 2006.

 

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 1-800-366-7449 (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
Ended
12/31/06

 

Three Months
Ended
12/31/07

 

 

 

 

 

 

 

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,
2006

 

December 31,
2007

 

 

 

 

 

 

 

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
Ended
12/31/06

 

Year
Ended
12/31/07

 

 

 

 

 

 

 

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
Ended
12/31/06

 

Three Months
Ended
12/31/07

 

 

 

 

 

 

 

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
Ended
12/31/06

 

Year
Ended
12/31/07

 

 

 

 

 

 

 

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
Ended
12/31/06

 

Three Months
Ended
12/31/07

 

 

 

 

 

 

 

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
Ended
12/31/06

 

Year
Ended
12/31/07

 

 

 

 

 

 

 

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
Fund

 

Institutional

 

High Net
Worth

 

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
Fund

 

Institutional

 

High Net
Worth

 

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
December 31,

 

 

 

 

 

 

 

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
partnerships (J)

 

(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 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)   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 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



 

(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 Company’s 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 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.

 

(I)     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.

 

(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