SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 001-13459
Affiliated Managers Group, Inc.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3218510
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
Two International Place, Boston, Massachusetts 02110
----------------------------------------------------
(Address of principal executive offices)
(617) 747-3300
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of the registrant's Common Stock outstanding at
August 13, 1998: 17,678,617, including 1,886,800 shares of Class B Non-Voting
Common Stock. Unless otherwise specified, the term Common Stock includes both
Common Stock and Class B Non-Voting Common Stock. In addition, unless
otherwise specified, the term Common Stock excludes the 1,750,942 outstanding
shares of the registrant's Class C Convertible Non-Voting Stock.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
1998 1997
------------- ---------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 36,577 $ 22,766
Investment advisory fees receivable.......................... 34,418 27,061
Other current assets......................................... 2,476 2,231
------------- --------------
Total current assets....................................... 73,471 52,058
Fixed assets, net............................................... 6,716 4,724
Equity investment in Affiliate.................................. 1,310 1,237
Acquired client relationships, net of accumulated amortization
of $9,906 in 1998 and $6,142 in 1997......................... 164,878 142,875
Goodwill, net of accumulated amortization of $18,085 in 1998
And $13,502 in 1997.......................................... 311,917 249,698
Other assets.................................................... 8,005 6,398
------------- --------------
Total assets............................................... $ 566,297 $ 456,990
------------- --------------
------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities........................ $ 22,654 $ 18,815
------------- --------------
Total current liabilities.................................. 22,654 18,815
Senior bank debt................................................ 214,300 159,500
Other long-term liabilities..................................... 7,229 1,656
Subordinated debt............................................... 800 800
------------- --------------
Total liabilities.......................................... 244,983 180,771
Minority interest............................................... 20,172 16,479
Stockholders' equity:
Convertible stock............................................... 30,992 ---
Common stock.................................................... 177 177
Additional paid-in capital on common stock...................... 273,470 273,475
Accumulated other comprehensive income.......................... 8 (30)
Accumulated deficit............................................. (3,505) (13,882)
------------- --------------
Total stockholders' equity................................. 301,142 259,740
------------- --------------
Total liabilities and stockholders' equity................. $ 566,297 $ 456,990
------------- --------------
------------- --------------
The accompanying notes are an integral part of the
consolidated financial statements.
2
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------------ ------------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
Revenues................................ $ 56,586 $ 16,302 $ 102,309 $ 32,870
Operating expenses:
Compensation and related expenses.... 19,463 7,757 36,078 15,663
Amortization of intangible assets.... 4,518 1,055 8,347 2,043
Depreciation and other amortization.. 600 437 1,113 671
Selling, general and administrative.. 7,857 3,698 14,640 6,645
Other operating expenses............. 1,915 1,214 3,205 2,146
------------- ------------- ------------- -------------
34,353 14,161 63,383 27,168
------------- ------------- ------------- -------------
Operating income.............. 22,233 2,141 38,926 5,702
Non-operating (income) and expenses:
Investment and other income.......... (530) (253) (841) (438)
Interest expense..................... 3,929 921 7,003 1,707
------------- ------------- ------------- -------------
3,399 668 6,162 1,269
------------- ------------- ------------- -------------
Income before minority interest and
income taxes......................... 18,834 1,473 32,764 4,433
Minority interest....................... (8,976) (1,892) (15,469) (3,632)
------------- ------------- ------------- -------------
Income before income taxes.............. 9,858 (419) 17,295 801
Income taxes (benefit).................. 3,943 (451) 6,918 95
------------- ------------- ------------- -------------
Net income.............................. $ 5,915 $ 32 $ 10,377 $ 706
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net income per share - basic............ $ 0.34 $ 0.06 $ 0.59 $ 1.30
Net income per share - diluted.......... $ 0.30 $ --- $ 0.55 $ 0.10
Average shares outstanding - basic...... 17,621,371 574,629 17,605,896 544,789
Average shares outstanding - diluted.... 19,716,449 6,856,631 18,935,919 6,844,831
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------------ --------------------------------
1998 1997 1998 1997
------------- ------------- ------------- ---------------
Net income.............................. $ 5,915 $ 32 $ 10,377 $ 706
Foreign currency translation
adjustment, net of taxes............. 2 19 38 (16)
------------- ------------- ------------- ---------------
Comprehensive income.................... $ 5,917 $ 51 $ 10,415 $ 690
------------- ------------- ------------- ---------------
------------- ------------- ------------- ---------------
The accompanying notes are an integral part of the consolidated
financial statements.
3
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the Six Months
Ended June 30,
-------------------------------
1998 1997
------------- --------------
Cash flow from operating activities:
Net income.................................................................... $ 10,377 $ 706
Adjustments to reconcile net income to net cash flow from operating activities:
Amortization of intangible assets............................................. 8,347 2,043
Minority interest............................................................. 3,693 2,131
Depreciation and other amortization........................................... 1,113 671
Changes in assets and liabilities:
(Increase) decrease in investment advisory fees receivable.................... (7,357) 3,821
Increase in other current assets.............................................. (245) (422)
Increase (decrease) in accounts payable, accrued expenses and other
liabilities................................................................. 9,412 (239)
------------- -------------
Cash flow from operating activities.................................... 25,340 8,711
------------- -------------
Cash flow used in investing activities:
Purchase of fixed assets...................................................... (1,860) (1,024)
Costs of investments, net of cash acquired.................................... (64,000) (10,867)
Distribution received from Affiliate equity investment........................ 263 54
(Increase) decrease in other assets........................................... (689) 40
------------- -------------
Cash flow used in investing activities.................................. (66,286) (11,797)
------------- -------------
Cash flow from financing activities:
Borrowings of senior bank debt................................................ 72,300 17,500
Repayments of senior bank debt................................................ (17,500) (2,000)
Repayments of notes payable................................................... --- (5,878)
Issuance (repurchase) of equity securities.................................... (5) 10
Debt issuance costs........................................................... (76) ---
------------- -------------
Cash flow from financing activities..................................... 54,719 9,632
Effect of foreign exchange rate changes on cash flow............................. 38 (16)
Net increase in cash and cash equivalents........................................ 13,811 6,530
Cash and cash equivalents at beginning of period................................. 22,766 6,767
------------- -------------
Cash and cash equivalents at end of period....................................... $ 36,577 $ 13,297
------------- -------------
------------- -------------
Supplemental disclosure of non-cash financing activities:
Stock issued in acquisitions.................................................. $ 30,992 $ 1,501
The accompanying notes are an integral part of the consolidated
financial statements.
4
1. Basis of Presentation
The consolidated financial statements of Affiliated Managers Group,
Inc. (the "Company" or "AMG") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The year end condensed
balance sheet data was derived from audited financial statements, but does not
include all of the disclosures required by generally accepted accounting
principles. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Certain prior year amounts have been reclassified to conform with the
current year's presentation. Operating results for interim periods are not
necessarily indicative of the results that may be expected for the full year.
The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997 includes additional information about AMG, its operations, and its
financial position, and should be read in conjunction with this quarterly report
on Form 10-Q.
In June 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("FAS 131"). FAS 131 requires
disclosure of financial and descriptive information about an entity's reportable
operating segments. This standard is effective for financial statements for
periods beginning after December 15, 1997, with restatement of comparative
information for prior periods. The standard is not required to be applied to
interim financial statements in the initial year of its application.
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"). FAS 133 standardizes the accounting for derivative
instruments by requiring that all derivatives be recognized as assets and
liabilities and measured at fair value. FAS 133 is effective for financial
statements for fiscal years beginning after June 15, 1999.
The Company does not believe that the implementation of FAS 131 or FAS
133 will have a material impact on the Company's financial statements.
2. Income Taxes
A summary of the provision for income taxes is as follows (in
thousands):
Three Months Ended June 30,
-------------------------------------
1998 1997
---------------- ----------------
Federal: Current............................. $ --- $ ---
Deferred............................ 3,371 (311)
State: Current............................. 91 (46)
Deferred............................ 481 (94)
----------------- ----------------
Provision for income taxes......................... $ 3,943 $ (451)
----------------- ----------------
----------------- ----------------
The Company has determined that because it is more likely than not that
all of its tax net operating loss carryforwards will be utilized during 1998,
its deferred tax valuation allowance is no longer necessary. Accordingly, the
Company expects that the benefit of the reversal of the allowance will be
realized ratably over the year.
3. Earnings Per Share
The calculation for the basic earnings per share is based on the
weighted average of common shares outstanding during the period. The calculation
for the diluted earnings per share is based on the weighted average of common
and common equivalent shares outstanding during the period. The following is a
reconciliation of the numerators and denominators of the basic and diluted EPS
computations.
5
Three Months Ended June 30,
------------------------------------
1998 1997
---------------- ----------------
Numerator:
Net income................................................. $ 5,915,000 $ 32,000
Denominator:
Average shares outstanding - basic......................... 17,621,371 574,629
Convertible stock.......................................... 1,750,942 5,762,450
Stock options and unvested restricted stock................ 344,136 519,552
---------------- ----------------
Average shares outstanding - diluted....................... 19,716,449 6,856,631
---------------- ----------------
---------------- ----------------
Net income per share:
Basic...................................................... $ 0.34 $ 0.06
Diluted.................................................... $ 0.30 $ ---
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
This report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which are based
on management's current views and assumptions regarding future events and
financial performance. Words or phrases such as "will likely result," "are
expected to," "will continue," "is anticipated," "believes," "estimates,"
"projects" and other similar expressions are intended to identify such
forward-looking statements. Such statements are subject to certain risks and
uncertainties, including those discussed herein and in the "Business -
Cautionary Statements" section of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, that could cause actual results to
differ materially from those discussed in the forward-looking statements. The
Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and the
Company will not undertake to release publicly the result of any revisions which
may be made to any forward-looking statements to reflect the occurrence of
events or changes in circumstances after the date of such statements.
Overview
The Company acquires equity positions in mid-sized investment
management firms, and derives its revenues from such firms. AMG has a revenue
sharing arrangement with each investment management firm in which it has an
investment (each, an "Affiliate") which is contained in the organizational
document of that Affiliate. Each such arrangement allocates a specified
percentage of revenues (typically 50-70%) for use by management of that
Affiliate in paying operating expenses of the Affiliate, including salaries and
bonuses (the "Operating Allocation"). The remaining portion of revenues of the
Affiliate, typically 30-50% (the "Owners' Allocation"), is allocated to the
owners of that Affiliate (including AMG), generally in proportion to their
ownership of the Affiliate. Since its founding in December 1993, the Company has
completed 11 investments in Affiliates.
The Affiliates' revenues are derived from the provision of investment
management services for fees. Investment management fees are usually determined
as a percentage fee charged on periodic values of a client's assets under
management. In addition, several of the Affiliates charge performance-based fees
to certain of their clients; these performance-based fees result in payments to
the applicable Affiliate if specified levels of investment performance are
achieved. All references in this report to "assets under management" include
assets directly managed as well as assets underlying overlay strategies which
employ futures, options or other derivative securities to achieve a particular
investment objective.
Assets under management were $54.9 billion at June 30, 1998, an
increase of one percent during the quarter, and 20 percent year to date. Growth
in assets under management for the quarter resulted from net client cash flows
of $948.3 million, partially offset by negative investment performance at
certain Affiliates. Year to date growth was driven by the addition of an
Affiliate, as well as both net client cash flows of $1.2 billion and investment
6
performance among the other Affiliates.
Each of the Company's investments is accounted for under the purchase
method of accounting, under which goodwill is recorded for the excess of the
purchase price for the acquisition of interests in Affiliates over the fair
value of the net assets acquired, including acquired client relationships. As a
result of the series of investments made by the Company, intangible assets
(collectively, acquired client relationships and goodwill are referred to as
"intangible assets") constitute a substantial percentage of the assets of the
Company. At June 30, 1998, the Company's total assets were $566.3 million, of
which $164.9 million consisted of acquired client relationships and $311.9
million consisted of goodwill.
The amortization period for intangible assets for each investment is
assessed individually, with amortization periods for the Company's investments
to date ranging from nine to 28 years in the case of acquired client
relationships and 15 to 35 years in the case of goodwill. In determining the
amortization period for intangible assets acquired, the Company considers a
number of factors including: the firm's historical and potential future
operating performance; the firm's historical and potential future rates of
attrition among clients; the stability and longevity of existing client
relationships; the firm's recent, as well as long-term, investment performance;
the characteristics of the firm's products and investment styles; the stability
and depth of the firm's management team and the firm's history and perceived
franchise or brand value. The Company performs a quarterly evaluation of
intangible assets on an Affiliate-by-Affiliate basis to determine whether there
has been any impairment in their carrying value or their useful lives. If
impairment is indicated, then the carrying amount of intangible assets,
including goodwill, will be reduced to their fair values.
While amortization of intangible assets has been charged to the results
of operations and is expected to be a continuing material component of the
Company's operating expenses, management believes that it is important to
distinguish this expense from other operating expenses since such amortization
does not require the use of cash. Also, because the Company's distributions from
its Affiliates are based on its share of Owners' Allocation, management has
provided additional supplemental information for "cash" related earnings, as an
addition to, but not as a substitute for, measures related to net income. Such
measures are (i) EBITDA (earnings before interest expense, income taxes,
depreciation and amortization), which the Company believes is useful to
investors as an indicator of the Company's ability to service debt, make new
investments and meet working capital requirements, and (ii) EBITDA as adjusted
(earnings after interest expense and income taxes but before depreciation and
amortization), which the Company believes is useful to investors as another
indicator of funds available to the Company to make new investments or repay
debt obligations.
Three Months Ended June 30, 1998 as Compared to Three Months Ended June 30, 1997
The Company had net income of $5.9 million for the quarter ended June
30, 1998 compared to net income of $32,000 for the quarter ended June 30, 1997.
The increase in net income resulted primarily from net income from new
investments. The Company invested in Gofen and Glossberg, L.L.C. ("Gofen and
Glossberg") in May 1997, GeoCapital, LLC ("GeoCapital") in September 1997,
Tweedy, Browne Company LLC ("Tweedy, Browne") in October 1997, and Essex
Investment Management Company, LLC ("Essex") in March 1998 (collectively, the
"New Affiliates") and included their results from their respective dates of
investment.
Revenues for the quarter ended June 30, 1998 were $56.6 million, an
increase of $40.3 million over the quarter ended June 30, 1997, primarily as a
result of the addition of the New Affiliates.
Operating expenses increased by $20.2 million to $34.4 million for the
quarter ended June 30, 1998. Compensation and related expenses increased by
$11.7 million, amortization of intangible assets increased by $3.5 million,
selling, general and administrative expenses increased by $4.2 million, and
other operating expenses increased by $701,000. The increases in operating
expenses were primarily a result of the addition of the New Affiliates.
Minority interest increased by $7.1 million to $9.0 million for the
quarter ended June 30, 1998 primarily as a result of the addition of the New
Affiliates.
7
Interest expense increased by $3.0 million to $3.9 million for the
quarter ended June 30, 1998 as a result of the increased indebtedness incurred
in connection with the investments in the New Affiliates.
Income tax expense was $3.9 million for the quarter ended June 30, 1998
compared to a tax benefit of $451,000 for the quarter ended June 30, 1997. The
change in income tax expense is related to an increase in income before taxes in
the quarter ended June 30, 1998 and the recognition of the benefit of the
reversal of the Company's tax valuation allowance in the quarter ended June 30,
1997.
EBITDA increased by $16.9 million to $18.9 million for the quarter
ended June 30, 1998, primarily as a result of the inclusion of New Affiliates.
EBITDA as adjusted increased by $9.5 million to $11.0 million for the
quarter ended June 30, 1998 as a result of the factors affecting net income as
described above, before non-cash expenses such as amortization of intangible
assets and depreciation of $5.1 million for the quarter ended June 30, 1998.
Six Months Ended June 30, 1998 as Compared to Six Months Ended June 30, 1997
The Company had net income of $10.4 million for the six months ended
June 30, 1998 compared to net income of $706,000 for the six months ended
June 30, 1997. The increase in net income resulted primarily from net income
from the New Affiliates.
Revenues for the six months ended June 30, 1998 were $102.3 million, an
increase of $69.4 million over the six months ended June 30, 1997, primarily as
a result of the addition of the New Affiliates.
Operating expenses increased by $36.2 million to $63.4 million for the
six months ended June 30, 1998. Compensation and related expenses increased by
$20.4 million, amortization of intangible assets increased by $6.3 million,
selling, general and administrative expenses increased by $8.0 million, and
other operating expenses increased by $1.1 million. The growth in operating
expenses was primarily a result of the addition of the New Affiliates.
Minority interest increased by $11.8 million to $15.5 million for the
six months ended June 30, 1998 primarily as a result of the addition of New
Affiliates.
Interest expense increased by $5.3 million to $7.0 million for the six
months ended June 30, 1998 as a result of the increased indebtedness incurred in
connection with the investments in the New Affiliates.
Income tax expense was $6.9 million for the six months ended June 30,
1998 compared to $95,000 for the six months ended June 30, 1997. The change in
income tax expense is related to an increase in income before taxes in the six
months ended June 30, 1998 and the recognition of the benefit of the reversal of
the Company's tax valuation allowance in the six months ended June 30, 1997.
EBITDA increased by $28.5 million to $33.8 million for the six months
ended June 30, 1998, primarily as a result of the inclusion of the New
Affiliates.
EBITDA as adjusted increased by $16.4 million to $19.8 million for the
six months ended June 30, 1998 as a result of the factors affecting net income
as described above, before non-cash expenses such as amortization of intangible
assets and depreciation of $9.5 million for the six months ended June 30, 1998.
Liquidity and Capital Resources
At June 30, 1998, the Company had cash and cash equivalents of $36.6
million and outstanding borrowings under its revolving credit facility ("Credit
Facility") of $214.3 million. The Credit Facility allows for borrowings up to
$300 million (which may be increased to $400 million upon the approval of the
lenders) and matures in December 2002. The Company pays interest at either LIBOR
plus a margin or the Prime Rate plus a margin, as well as a commitment fee on
the daily unused portion of the facility.
8
In order to provide the funds necessary for the Company to continue to
acquire interests in investment management firms, including additional
investments in existing Affiliates, it will be necessary for the Company to
incur, from time to time, additional long-term debt and/or issue equity or debt
securities, depending on market and other conditions. There can be no assurance
that such additional financing will be available or become available on terms
acceptable to the Company.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Affiliated Managers Group, Inc.
was held in Boston, Massachusetts on May 20, 1998. The following individuals
were elected as directors to serve until the 1999 Annual Meeting of
Stockholders:
Director Shares Voted For Shares Withheld
-------- ---------------- ---------------
William J. Nutt 13,770,724 10,450
Richard E. Floor 13,770,724 10,450
P. Andrews McLane 13,770,724 10,450
John M.B. O'Connor 13,770,724 10,450
W.W. Walker, Jr. 13,770,724 10,450
William F. Weld 13,777,924 3,250
Item 5. Other Information
The Securities and Exchange Commission recently adopted certain
amendments to its rules governing the submission by stockholders of proposals
intended to be presented at meetings of stockholders. These amendments, which
became effective on June 29, 1998, included certain changes relating to
management's ability to exercise discretionary proxy voting authority with
respect to certain stockholder proposals. Due to the "advance notice" provisions
contained in the Company's by-laws, the amendments relating to discretionary
proxy voting authority will not affect the timing or treatment of stockholder
proposals intended to be presented at the Company's 1999 Annual Meeting of
Stockholders.
Thus, as disclosed in the Proxy Statement delivered to stockholders in
connection with the Company's 1998 Annual Meeting of Stockholders, stockholder
proposals submitted pursuant to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and intended to be
presented at the Company's 1999 Annual Meeting of Stockholders must be received
by the Company on or before December 17, 1998 to be eligible for inclusion in
the proxy statement and form of proxy to be distributed by the Board of
Directors in connection with such meeting. Any stockholder proposals intended to
be presented at the Company's 1999 Annual Meeting, other than stockholder
proposals submitted pursuant to Exchange Act Rule 14a-8, must be received in
writing by the Company no later than March 6, 1999, nor prior to January 20,
1999, together with all supporting documentation required by the Company's
By-laws.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
1 Current Report on Form 8-K dated March 20, 1998, as amended on
June 3, 1998, reporting the Company's investment in Essex. The
required financial statements and pro forma financial
information are included in the June 3, 1998 amendment.
9
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 thereunto duly authorized.
AFFILIATED MANAGERS GROUP, INC.
-------------------------------
(Registrant)
/s/ Darrell W. Crate on behalf of the Registrant as August 13, 1998
- ------------------------ Senior Vice President,
(Darrell W. Crate) Chief Financial Officer
and Treasurer
(and also as Principal
Financial and Principal
Accounting Officer)
10
5
1,000
6-MOS
DEC-31-1998
JAN-01-1998
JUN-30-1998
36,577
0
34,418
0
0
73,471
6,716
0
566,297
22,654
214,300
0
0
273,647
27,495
566,297
0
102,309
0
63,383
15,469
0
7,003
17,295
6,918
10,377
0
0
0
10,377
.59
.55
Minority interest
