EX-99.1 2 a04-11979_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

 

Contact:

Darrell W. Crate

 

 

Affiliated Managers Group, Inc.

 

 

(617) 747-3300

 

AMG Reports Financial and Operating Results for

Third Quarter and Nine Months Ended September 30, 2004

 

Company Reports EPS of $0.55; Cash EPS of $0.96

 

Boston, MA, October 27, 2004 — Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter and nine months ended September 30, 2004.

 

Cash earnings per share (“Cash EPS”) for the third quarter of 2004 were $0.96, compared to $0.84 for the third quarter of 2003, while diluted earnings per share for the third quarter of 2004 were $0.55, compared to $0.50 for the same period of 2003.  Cash Net Income was $29.3 million for the third quarter of 2004, compared to $27.5 million for the third quarter of 2003.  Net Income for the third quarter of 2004 was $16.8 million, compared to $16.4 million for the third quarter of 2003.  (Cash EPS and Cash Net Income are defined in the attached tables.)

 

For the third quarter of 2004, revenue was $165.8 million, compared to $128.5 million for the third quarter of 2003.  EBITDA for the third quarter of 2004 was $42.7 million, compared to $39.3 million for the same period of 2003.

 

For the nine months ended September 30, 2004, Cash Net Income was $89.0 million, while EBITDA was $132.6 million.  For the same period, Net Income was $53.9 million, on revenue of $476.0 million.  For the nine months ended September 30, 2003, Cash Net Income was $76.5 million, while EBITDA was $106.6 million.  For the same period, Net Income was $43.2 million, on revenue of $355.4 million.

 

Net client cash flows were $(1.1) billion, with outflows of $1.0 billion from directly managed assets, and $99 million from overlay assets.  Net inflows in the mutual fund channel were $475 million, while outflows in the institutional and high net worth channels were $308 million and $1.2 billion, respectively.  These aggregate net client cash flows for the quarter resulted in a decrease of approximately $1.0 million to AMG’s annualized EBITDA.  The aggregate assets under management of AMG’s affiliated investment management firms at September 30, 2004 were $101.0 billion, and pro forma for its pending investment in TimesSquare Capital Management and acquisition of the Fremont Funds, AMG’s assets under management at September 30, 2004 were approximately $109.0 billion.

 

(more)



 

“AMG’s Affiliates posted solid results during a challenging quarter in the equity market environment, generating growth in Cash earnings per share of 15% year-over-year,” stated William J. Nutt, Chairman and Chief Executive Officer.  “While our net flows in the high net worth and institutional channels reflect continued challenges to the large-cap product at Rorer Asset Management, client cash flows remained strong across the remainder of our Affiliate group, particularly in the mutual fund channel, where our international and value equity funds have generated strong results for both the quarter and the year-to-date.”

 

“We were very pleased this quarter to announce our pending investment in the equity business of TimesSquare Capital Management, a highly regarded investment manager specializing in small- and mid-cap growth equity investing with approximately $5.0 billion in assets under management.  We expect to complete our investment in TimesSquare and our acquisition of the Fremont Funds during the fourth quarter,” stated Sean M. Healey, President and Chief Operating Officer.  “In addition to these pending transactions, we continue to make excellent progress in executing additional investments in new Affiliates.”

 

“AMG significantly expanded the scope of our growth and development initiatives during the third quarter,” stated Nate Dalton, Executive Vice President in charge of Affiliate Development.  “With the launch of Managers Investment Group, we have combined several successful distribution and service teams with an industry-leading operational infrastructure to distribute and service more than 75 institutional-quality investment products offered by AMG Affiliates to separate account and mutual fund investors through banks, brokerage firms, and other sponsored platforms.  Managers Investment Group brings together the strengths of several complementary businesses to expand our product offerings across segments of the retail marketplace.”

 

AMG is an asset management company with equity investments 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.

 

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, 2003.

 

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 1-303-262-2190 (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

 

2



 

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), pass code 11009627.  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.

 

 

###

 

For more information on Affiliated Managers Group, Inc.,

please visit AMG’s Web site at www.amg.com.

 

3



 

Affiliated Managers Group, Inc.

Financial Highlights

(dollars in thousands, except per share data)

 

 

 

Three Months
Ended
9/30/03

 

Three Months
Ended
9/30/04

 

 

 

 

 

 

 

Revenue

 

$

128,465

 

$

165,846

 

 

 

 

 

 

 

Net Income

 

$

16,395

 

$

16,799

 

 

 

 

 

 

 

Cash Net Income (A)

 

$

27,527

 

$

29,253

 

 

 

 

 

 

 

EBITDA (B)

 

$

39,314

 

$

42,728

 

 

 

 

 

 

 

Average shares outstanding - diluted (C)

 

32,951,832

 

30,570,211

 

 

 

 

 

 

 

Earnings per share - diluted (C)

 

$

0.50

 

$

0.55

 

 

 

 

 

 

 

Cash earnings per share - diluted (C) (D)

 

$

0.84

 

$

0.96

 

 

 

 

 

 

 

 

 

 

December 31,
2003

 

September 30,
2004

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

253,334

 

$

314,867

 

 

 

 

 

 

 

Senior bank debt

 

$

 

$

51,000

 

 

 

 

 

 

 

Senior convertible debt

 

$

423,340

 

$

423,803

 

 

 

 

 

 

 

Mandatory convertible securities

 

$

230,000

 

$

375,750

 

 

 

 

 

 

 

Stockholders’ equity

 

$

614,769

 

$

491,105

 

 

4



 

 

 

Nine Months
Ended
9/30/03

 

Nine Months
Ended
9/30/04

 

 

 

 

 

 

 

Revenue

 

$

355,413

 

$

476,042

 

 

 

 

 

 

 

Net Income

 

$

43,215

 

$

53,889

 

 

 

 

 

 

 

Cash Net Income (A)

 

$

76,489

 

$

88,986

 

 

 

 

 

 

 

EBITDA (B)

 

$

106,608

 

$

132,607

 

 

 

 

 

 

 

Average shares outstanding - diluted (C)

 

32,572,684

 

30,991,442

 

 

 

 

 

 

 

Earnings per share - diluted (C)

 

$

1.33

 

$

1.74

 

 

 

 

 

 

 

Cash earnings per share - diluted (C) (D)

 

$

2.35

 

$

2.87

 

 

 

 

 

 

 

 

5



 

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, June 30, 2004

 

$

25,805

 

$

54,335

 

$

22,079

 

$

102,219

 

Net client cash flows - directly managed assets

 

475

 

(308

)

(1,178

)

(1,011

)

Net client cash flows - overlay assets

 

 

(99

)

 

(99

)

Investment performance

 

(99

)

528

 

(527

)

(98

)

Assets under management, September 30, 2004

 

$

26,181

 

$

54,456

 

$

20,374

 

$

101,011

 

 

Statement of Changes - Year to Date

 

 

 

Mutual
Fund

 

Institutional

 

High Net
Worth

 

Total

 

 

 

 

 

 

 

 

 

 

 

Assets under management, December 31, 2003

 

$

23,339

 

$

44,686

 

$

23,499

 

$

91,524

 

Net client cash flows - directly managed assets

 

1,118

 

837

 

(2,928

)

(973

)

Net client cash flows - overlay assets

 

 

33

 

 

33

 

New investments

 

361

 

7,257

 

 

7,618

 

Investment performance

 

1,363

 

1,643

 

(197

)

2,809

 

Assets under management, September 30, 2004

 

$

26,181

 

$

54,456

 

$

20,374

 

$

101,011

 

 

6



 

Affiliated Managers Group, Inc.

Operating Results

(in thousands)

 

Financial Results

 

 

 

Three
Months

 

 

 

Three
Months

 

 

 

 

 

Ended

 

Percent of

 

Ended

 

Percent of

 

 

 

9/30/03

 

Total

 

9/30/04

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

50,094

 

39%

 

$

63,857

 

38%

 

Institutional

 

44,956

 

35%

 

67,808

 

41%

 

High Net Worth

 

33,415

 

26%

 

34,181

 

21%

 

 

 

$

128,465

 

100%

 

$

165,846

 

100%

 

 

 

 

 

 

 

 

 

 

 

EBITDA (B)

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

15,975

 

41%

 

$

17,537

 

41%

 

Institutional

 

12,632

 

32%

 

16,744

 

39%

 

High Net Worth

 

10,707

 

27%

 

8,447

 

20%

 

 

 

$

39,314

 

100%

 

$

42,728

 

100%

 

 

 

 

Nine
Months

 

 

 

Nine
Months

 

 

 

 

 

Ended

 

Percent of

 

Ended

 

Percent of

 

 

 

9/30/03

 

Total

 

9/30/04

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

136,286

 

38%

 

$

185,710

 

39%

 

Institutional

 

122,220

 

35%

 

185,421

 

39%

 

High Net Worth

 

96,907

 

27%

 

104,911

 

22%

 

 

 

$

355,413

 

100%

 

$

476,042

 

100%

 

 

 

 

 

 

 

 

 

 

 

EBITDA (B)

 

 

 

 

 

 

 

 

 

Mutual Fund

 

$

42,000

 

40%

 

$

53,906

 

41%

 

Institutional

 

34,533

 

32%

 

50,063

 

38%

 

High Net Worth

 

30,075

 

28%

 

28,638

 

21%

 

 

 

$

106,608

 

100%

 

$

132,607

 

100%

 

 

7



 

Affiliated Managers Group, Inc.

Reconciliation of Performance and Liquidity Measures

(in thousands)

 

 

 

Three Months

 

Three Months

 

 

 

Ended

 

Ended

 

 

 

9/30/03

 

9/30/04

 

 

 

 

 

 

 

Net Income

 

$

16,395

 

$

16,799

 

Intangible amortization

 

4,065

 

4,950

 

Intangible-related deferred taxes

 

5,950

 

6,441

 

Affiliate depreciation

 

1,117

 

1,063

 

Cash Net Income (A)

 

$

27,527

 

$

29,253

 

 

 

 

 

 

 

Cash flow from operations

 

$

49,348

 

$

51,133

 

Interest expense, net of non-cash items

 

4,789

 

6,829

 

Current tax provision

 

3,372

 

3,240

 

Changes in assets and liabilities and other adjustments

 

(18,195

)

(18,474

)

EBITDA (B)

 

$

39,314

 

$

42,728

 

Holding company expenses

 

5,000

 

7,036

 

EBITDA Contribution

 

$

44,314

 

$

49,764

 

 

 

 

Nine Months

 

Nine Months

 

 

 

Ended

 

Ended

 

 

 

9/30/03

 

9/30/04

 

 

 

 

 

 

 

Net Income

 

$

43,215

 

$

53,889

 

Intangible amortization

 

12,112

 

13,214

 

Intangible-related deferred taxes

 

17,849

 

18,684

 

Affiliate depreciation

 

3,313

 

3,199

 

Cash Net Income (A)

 

$

76,489

 

$

88,986

 

 

 

 

 

 

 

Cash flow from operations

 

$

83,034

 

$

128,535

 

Interest expense, net of non-cash items

 

14,350

 

20,641

 

Current tax provision

 

7,114

 

13,413

 

Changes in assets and liabilities and other adjustments

 

2,110

 

(29,982

)

EBITDA (B)

 

$

106,608

 

$

132,607

 

Holding company expenses

 

14,982

 

20,965

 

EBITDA Contribution

 

$

121,590

 

$

153,572

 

 

8



 

Affiliated Managers Group, Inc.

Consolidated Statements of Income

(dollars in thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September  30,

 

 

 

2003

 

2004

 

2003

 

2004

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

128,465

 

$

165,846

 

$

355,413

 

$

476,042

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Compensation and related expenses

 

47,054

 

61,296

 

126,578

 

176,178

 

Selling, general and administrative

 

21,447

 

28,440

 

61,843

 

77,086

 

Amortization of intangible assets

 

4,065

 

4,950

 

12,112

 

13,214

 

Depreciation and other amortization

 

1,560

 

1,587

 

4,684

 

4,746

 

Other operating expenses

 

3,741

 

5,176

 

11,519

 

12,349

 

 

 

77,867

 

101,449

 

216,736

 

283,573

 

Operating income

 

50,598

 

64,397

 

138,677

 

192,469

 

 

 

 

 

 

 

 

 

 

 

Non-operating (income) and expenses:

 

 

 

 

 

 

 

 

 

Investment and other (income) loss

 

(3,334

)

1,387

 

(6,293

)

(2,195

)

Interest expense

 

5,901

 

8,193

 

17,323

 

24,318

 

 

 

2,567

 

9,580

 

11,030

 

22,123

 

 

 

 

 

 

 

 

 

 

 

Income before minority interest and taxes

 

48,031

 

54,817

 

127,647

 

170,346

 

Minority interest (E)

 

(20,243

)

(26,819

)

(55,158

)

(80,017

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

27,788

 

27,998

 

72,489

 

90,329

 

 

 

 

 

 

 

 

 

 

 

Income taxes - current

 

3,372

 

3,240

 

7,114

 

13,413

 

Income taxes - intangible-related deferred

 

5,950

 

6,441

 

17,849

 

18,684

 

Income taxes - other deferred

 

2,071

 

1,518

 

4,311

 

4,343

 

Net Income

 

$

16,395

 

$

16,799

 

$

43,215

 

$

53,889

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding - basic (C)

 

31,843,368

 

29,353,068

 

31,831,957

 

29,551,383

 

Average shares outstanding - diluted (C)

 

32,951,832

 

30,570,211

 

32,572,684

 

30,991,442

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic (C)

 

$

0.51

 

$

0.57

 

$

1.36

 

$

1.82

 

Earnings per share - diluted (C)

 

$

0.50

 

$

0.55

 

$

1.33

 

$

1.74

 

 

9



 

Affiliated Managers Group, Inc.

Consolidated Balance Sheets

(in thousands)

 

 

 

December 31,

 

September 30,

 

 

 

2003

 

2004

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

253,334

 

$

314,867

 

Investment advisory fees receivable

 

65,288

 

89,004

 

Prepaid expenses and other current assets

 

20,861

 

18,951

 

Total current assets

 

339,483

 

422,822

 

 

 

 

 

 

 

Fixed assets, net

 

36,886

 

40,884

 

Acquired client relationships, net

 

364,429

 

373,893

 

Goodwill

 

751,607

 

814,379

 

Other assets

 

26,800

 

33,950

 

Total assets

 

$

1,519,205

 

$

1,685,928

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

89,707

 

$

128,037

 

Notes payable to related party

 

11,744

 

9,305

 

Total current liabilities

 

101,451

 

137,342

 

 

 

 

 

 

 

Senior bank debt

 

 

51,000

 

Senior convertible debt

 

423,340

 

423,803

 

Mandatory convertible securities

 

230,000

 

375,750

 

Deferred income taxes

 

92,707

 

115,308

 

Other long-term liabilities

 

16,144

 

24,952

 

Total liabilities

 

863,642

 

1,128,155

 

 

 

 

 

 

 

Minority interest (E)

 

40,794

 

66,668

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

235

 

353

 

Additional paid-in capital

 

408,449

 

381,252

 

Accumulated other comprehensive income

 

944

 

1,689

 

Retained earnings

 

306,972

 

360,861

 

 

 

716,600

 

744,155

 

Less treasury stock, at cost

 

(101,831

)

(253,050

)

Total stockholders’ equity

 

614,769

 

491,105

 

Total liabilities and stockholders’ equity

 

$

1,519,205

 

$

1,685,928

 

 

10



 

Affiliated Managers Group, Inc.

Consolidated Statements of Cash Flow

(in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2003

 

2004

 

2003

 

2004

 

 

 

 

 

 

 

 

 

 

 

Cash flow from operating activities:

 

 

 

 

 

 

 

 

 

Net Income

 

$

16,395

 

$

16,799

 

$

43,215

 

$

53,889

 

Adjustments to reconcile Net Income to net cash flow from operating activities:

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

4,065

 

4,950

 

12,112

 

13,214

 

Amortization of debt issuance costs

 

958

 

1,020

 

2,414

 

2,852

 

Depreciation and amortization of fixed assets

 

1,560

 

1,587

 

4,684

 

4,746

 

Deferred income tax provision

 

8,021

 

7,959

 

22,160

 

23,027

 

Accretion of interest

 

154

 

344

 

559

 

825

 

Tax benefit from exercise of stock options

 

1,506

 

16

 

2,420

 

5,525

 

Other adjustments

 

 

2,493

 

(555

)

2,493

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Increase in investment advisory fees receivable

 

(4,825

)

(9,109

)

(5,417

)

(23,716

)

Decrease (increase) in other current assets

 

(2,360

)

(18

)

(3,065

)

6,847

 

Decrease (increase) in non-current other receivables

 

3,364

 

(4,127

)

2,664

 

(599

)

Increase (decrease) in accounts payable,
accrued expenses and other liabilities

 

13,996

 

15,121

 

(770

)

17,933

 

Increase in minority interest

 

6,514

 

14,098

 

2,613

 

21,499

 

Cash flow from operating activities

 

49,348

 

51,133

 

83,034

 

128,535

 

 

 

 

 

 

 

 

 

 

 

Cash flow used in investing activities:

 

 

 

 

 

 

 

 

 

Cost of investments, net of cash acquired

 

(1,750

)

(2,112

)

(7,868

)

(82,178

)

Purchase of fixed assets

 

(20,352

)

(2,966

)

(23,211

)

(6,485

)

Investment in marketable securities

 

 

 

(1,852

)

(2,592

)

Increase in other assets

 

 

 

(12

)

(57

)

Cash flow used in investing activities

 

(22,102

)

(5,078

)

(32,943

)

(91,312

)

 

 

 

 

 

 

 

 

 

 

Cash flow from (used in) financing activities:

 

 

 

 

 

 

 

 

 

Borrowings of senior bank debt

 

 

51,000

 

85,000

 

51,000

 

Repayments of senior bank debt

 

 

 

(85,000

)

 

Issuances of convertible securities

 

 

 

300,000

 

300,000

 

Repurchase of convertible securities

 

 

(124,525

)

(105,841

)

(124,525

)

Issuance of equity securities

 

4,199

 

145

 

8,972

 

11,559

 

Repurchases of common stock

 

 

 

(33,688

)

(194,420

)

Issuance costs

 

(358

)

(2,521

)

(7,819

)

(12,365

)

Repayments of notes payable

 

(506

)

 

(8,574

)

(7,041

)

Cash flow from (used in) financing activities

 

3,335

 

(75,901

)

153,050

 

24,208

 

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on
cash flow

 

 

41

 

244

 

102

 

Net increase (decrease) in cash and cash equivalents

 

30,581

 

(29,805

)

203,385

 

61,533

 

Cash and cash equivalents at beginning of period

 

200,512

 

344,672

 

27,708

 

253,334

 

Cash and cash equivalents at end of period

 

$

231,093

 

$

314,867

 

$

231,093

 

$

314,867

 

 

11



 

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)

 

In January 2004, the Company’s Board of Directors authorized a three-for-two stock split.  The additional shares of common stock were distributed on March 29, 2004.  The weighted average shares outstanding and per share figures reflect the stock split.

 

(D)

 

Cash earnings per share represents Cash Net Income divided by average shares outstanding.

 

(E)

 

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.

 

 

12