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 23, 2002 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.) 600 Hale Street, Prides Crossing, MA 01965 ------------------------------------------------------------- (Address of principal executive offices) (Zip code) (617) 747-3300 ------------------------------------------------------ (Registrant's telephone number, including area code) Two International Place, 23rd Floor Boston, MA 02110 ----------------------------------- (Registrant's former address)
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 January 23, 2002 (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: February 20, 2002 /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 January 23, 2002 (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 FOURTH QUARTER AND FULL YEAR 2001 COMPANY REPORTS CASH EPS FOR FOURTH QUARTER OF $0.95, FULL YEAR 2001 OF $3.70; FULL YEAR 2001 NET CLIENT CASH FLOWS FROM DIRECTLY MANAGED ASSETS OF $2.8 BILLION, WITH POSITIVE NET FLOWS IN EACH QUARTER BOSTON, MA, JANUARY 23, 2002 - Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the fourth quarter and full year 2001. Cash earnings per share ("Cash EPS") for the fourth quarter and full year 2001 were $0.95 and $3.70, respectively, compared to Cash EPS of $1.01 and $3.85 for the same periods of 2000. (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 fourth quarter and full year 2001 were $0.55 and $2.20, respectively, compared to $0.65 and $2.49 for the same periods of 2000. For the fourth quarter of 2001, Cash Net Income (net income plus the non-cash charges for depreciation and amortization of intangible assets) was $21.7 million, while EBITDA was $35.3 million, compared to $22.8 million and $36.4 million for the same period of 2000. Revenues for the fourth quarter of 2001 were $110.5 million, compared to $114.8 million for the fourth quarter of 2000. Net income for the fourth quarter of 2001 was $12.6 million, compared to $14.8 million for the same period of 2000. For the year ended December 31, 2001, Cash Net Income was $84.1 million, while EBITDA was $132.1 million. These results compare to $87.7 million and $142.4 million for the same period of 2000. Aggregate net client cash flows for the fourth quarter were $231 million, including $133 million in directly managed assets. These aggregate net client cash flows for the quarter resulted in a net increase of approximately $1.6 million to AMG's annualized EBITDA. Aggregate net client cash flows from directly managed assets for the year were $2.8 billion, resulting in a net increase of $10.7 million in annualized EBITDA for 2001. The aggregate assets under management of AMG's affiliated investment management firms at December 31, 2001 were $81.0 billion. (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Fourth Quarter and Full Year 2001 January 23, 2002 Page 2 of 8 "While there was a difficult equity market environment in 2001, the breadth and diversity among our Affiliates continued to provide stability to AMG's earnings," stated William J. Nutt, Chairman and Chief Executive Officer. "With value and growth managers each providing approximately 50% of our total EBITDA Contribution, we are well positioned for consistent results in changing market conditions. In addition, with approximately 30% of our EBITDA Contribution generated by Affiliates in each of the high net worth and mutual fund channels, and the remaining 40% produced by Affiliates in the institutional channel, AMG is able to achieve a balanced exposure across distribution channels, while participating in some of the fastest growing segments of the industry." Mr. Nutt continued, "We were pleased with our Affiliates' operating results for the quarter and the year. Our Affiliates in aggregate continued to achieve consistent positive net client cash flows, helping to counter the effect of market-related declines in assets under management. Indeed, the fourth quarter marked the seventh consecutive quarter of positive net client cash flows from directly managed assets by our Affiliates, for a net increase for the year of $10.7 million to AMG's annualized EBITDA. In addition, we were pleased with the relative investment performance of our Affiliates for the quarter and the year, particularly those with a value-oriented equity style." "In addition to our Affiliates' solid performance, AMG executed a number of successful growth initiatives on behalf of our Affiliates this year," stated Sean M. Healey, President and Chief Operating Officer. "A highlight of our Affiliate Development effort was the recent launch of our first multi-Affiliate product, a series of diversified portfolios, with each portfolio being managed by several AMG Affiliates. Unique in the industry, these portfolios allow separate account investors to access multiple independent specialty managers with distinct investment styles in a single portfolio. In addition, we identified other opportunities for our Affiliates to broaden their distribution in expanding markets, including through our acquisition of an interest in Dublin Fund Distributors, a marketer of alternative investment products in the European institutional and high net worth markets." Mr. Healey added, "We were also pleased that, despite the volatile market conditions of 2001, we were able to continue AMG's growth through new investments in additional high quality, mid-sized asset management firms. In the fourth quarter, we completed our investments in two new Affiliates, Welch & Forbes, a leading Boston-based high net worth manager, and Friess Associates, the highly regarded advisor to the Brandywine family of funds. Finally, with the successful sale of approximately $230 million of mandatory convertible security units in December, we have ample financial capacity to continue to pursue additional investments in growing, high quality mid-sized asset management firms." AMG is an asset management company which acquires and holds majority interests in a diverse group of 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 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. (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Fourth Quarter and Full Year 2001 January 23, 2002 Page 3 of 8 - ------------------------------------------------------------------------------- THE INVESTMENT MANAGEMENT SERVICES ACCESSED THROUGH THE MULTI-AFFILIATE PORTFOLIOS DISCUSSED IN THIS PRESS RELEASE ARE PROVIDED BY THE REGISTERED INVESTMENT ADVISORY AFFILIATES OF AMG, AND NOT BY AMG ITSELF. 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. EASTERN TIME TODAY. PARTIES INTERESTED IN LISTENING TO THE TELECONFERENCE SHOULD DIAL 1-877-817-7175 (DOMESTIC CALLS) OR 1-703-871-3599 (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 FROM APPROXIMATELY ONE HOUR AFTER THE CONCLUSION OF THE CALL UNTIL 5:00 P.M. EASTERN TIME ON WEDNESDAY, JANUARY 30, 2002. TO ACCESS THE REPLAY, PLEASE DIAL 1-888-266-2086 (DOMESTIC CALLS) OR 1-703-925-2435 (INTERNATIONAL CALLS), PASS CODE 5761473. THE LIVE CALL AND THE REPLAY (THROUGH JANUARY 30, 2002) MAY 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 Fourth Quarter and Full Year 2001 January 23, 2002 Page 4 of 8 AFFILIATED MANAGERS GROUP, INC. FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Three Months Ended Ended 12/31/00 12/31/01 ------------ ------------ Revenues $ 114,810 $ 110,488 EBITDA (A) $ 36,355 $ 35,338 Net Income $ 14,786 $ 12,600 Cash Net Income (B) $ 22,818 $ 21,691 Average shares outstanding - diluted 22,669,670 22,886,908 Earnings per share - diluted $ 0.65 $ 0.55 Cash earnings per share - diluted (C) $ 1.01 $ 0.95 December 31, December 31, 2000 2001 ------------ ------------ Cash and cash equivalents $ 31,612 $ 73,427 Senior debt $ 151,000 $ 452,894 Stockholders' equity $ 493,910 $ 543,340 (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Fourth Quarter and Full Year 2001 January 23, 2002 Page 5 of 8 AFFILIATED MANAGERS GROUP FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Twelve Months Twelve Months Ended Ended 12/31/00 12/31/01 ------------ ------------ Revenues $ 458,708 $ 408,210 EBITDA (A) $ 142,378 $ 132,143 Net Income $ 56,656 $ 49,989 Cash Net Income (B) $ 87,676 $ 84,090 Average shares outstanding - diluted 22,748,595 22,732,129 Earnings per share - diluted $ 2.49 $ 2.20 Cash earnings per share - diluted (C) $ 3.85 $ 3.70 (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Fourth Quarter and Full Year 2001 January 23, 2002 Page 6 of 8 AFFILIATED MANAGERS GROUP, INC. FINANCIAL HIGHLIGHTS (dollars in thousands, except as indicated) Three Months Twelve Months Ended Ended 12/31/01 12/31/01 ------------ ------------ Assets under management (at period end, in millions): $ 81,006 $ 81,006 Revenues: $110,488 $408,210 Owners' Allocation (D): $ 57,411 $206,627 EBITDA Contribution (E): $ 39,838 $150,146 RECONCILIATION OF EBITDA CONTRIBUTION TO EBITDA: Total EBITDA Contribution (as above) $ 39,838 $150,146 Less, holding company expenses (4,500) (18,003) ------------ ------------ EBITDA $ 35,338 $132,143 ============ ============ 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 Fourth Quarter and Full Year 2001 January 23, 2002 Page 7 of 8 AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except share data) Quarter Ended December 31, Year Ended December 31, 2000 2001 2000 2001 ---------------- ---------------- --------------- ---------------- Revenues $ 114,810 $ 110,488 $ 458,708 $ 408,210 Operating expenses: Compensation and related expenses 41,656 36,531 174,710 134,900 Amortization of intangible assets 6,528 7,584 26,409 28,432 Depreciation and other amortization 1,504 1,507 4,611 5,669 Selling, general and administrative 17,827 18,178 68,216 73,779 Other operating expenses 2,616 3,277 10,327 11,143 ---------------- ---------------- --------------- ---------------- 70,131 67,077 284,273 253,923 ---------------- ---------------- --------------- ---------------- Operating income 44,679 43,411 174,435 154,287 ---------------- ---------------- --------------- ---------------- Non-operating (income) and expenses: Investment and other income 1,130 (1,159) (2,264) (5,105) Interest expense 3,679 5,246 15,750 14,728 ---------------- ---------------- --------------- ---------------- 4,809 4,087 13,486 9,623 ---------------- ---------------- --------------- ---------------- Income before minority interest and taxes 39,870 39,324 160,949 144,664 Minority interest (15,226) (18,323) (65,341) (61,350) ---------------- ---------------- --------------- ---------------- Income before income taxes 24,644 21,001 95,608 83,314 Income taxes 9,858 8,401 38,952 33,325 ---------------- ---------------- --------------- ---------------- Net income $ 14,786 $ 12,600 $ 56,656 $ 49,989 ================ ================ =============== ================ Average shares outstanding - basic 22,180,827 22,191,463 22,307,476 22,136,410 Average shares outstanding - diluted 22,669,670 22,886,908 22,748,595 22,732,129 Earnings per share - basic $ 0.67 $ 0.57 $ 2.54 $ 2.26 Earnings per share - diluted $ 0.65 $ 0.55 $ 2.49 $ 2.20 (MORE)
Affiliated Managers Group, Inc. Reports Financial and Operating Results For Fourth Quarter and Full Year 2001 January 23, 2002 Page 8 of 8 AFFILIATED MANAGERS GROUP, INC. CONSOLIDATED BALANCE SHEETS (in thousands) December 31, December 31, 2000 2001 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 31,612 $ 73,427 Investment advisory fees receivable 66,126 57,148 Other current assets 15,448 9,464 ------------ ------------ Total current assets 113,186 140,039 Fixed assets, net 15,346 17,802 Equity investment in Affiliate 1,816 1,732 Acquired client relationships, net 199,354 319,645 Goodwill, net 444,116 655,311 Other assets 19,912 25,792 ------------ ------------ Total assets $793,730 $1,160,321 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 86,800 $ 67,136 Senior bank debt - 25,000 ------------ ------------ Total current liabilities 86,800 92,136 Senior bank debt 151,000 - Zero-coupon convertible debt - 227,894 Mandatory convertible debt - 200,000 Deferred taxes 31,907 38,081 Other long-term liabilities 3,436 23,795 ------------ ------------ Total liabilities 273,143 581,906 Minority interest 26,677 35,075 Stockholders' equity: Common stock 235 235 Additional paid-in capital 407,057 405,087 Accumulated other comprehensive income (342) (844) Retained earnings 140,513 190,500 ------------ ------------ 547,463 594,978 Less treasury shares (53,553) (51,638) Total stockholders' equity 493,910 543,340 ------------ ------------ Total liabilities and stockholders' equity $793,730 $1,160,321 ============ ============