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 JuneSeptember 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.
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(Exact name of registrant as specified in its charter)
Delaware 04-3218510
- ------------------------------- -------------------------------------------- ----------
(State or other jurisdiction of (IRS Employer
Identification Number)
incorporation or organization) Identification Number)
Two International Place, Boston, Massachusetts 02110
----------------------------------------------------
(Address of principal executive offices)
(617) 747-3300
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(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 AugustNovember
13, 1998: 17,678,617,17,531,617, 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 ClassSeries C Convertible Non-Voting Stock.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
JuneSeptember 30, December 31,
1998 1997
------------- --------------------------- ------------
(unaudited)
ASSETS
ASSETS
Current assets:
Cash and cash equivalents....................................equivalents ....................... $ 36,57729,877 $ 22,766
Investment advisory fees receivable.......................... 34,418receivable ............. 35,384 27,061
Other current assets......................................... 2,476assets ............................ 3,532 2,231
------------- ----------------------- ---------
Total current assets....................................... 73,471assets ........................... 68,793 52,058
Fixed assets, net............................................... 6,716net .................................. 6,829 4,724
Equity investment in Affiliate.................................. 1,310Affiliate ..................... 1,277 1,237
Acquired client relationships, net of accumulated
amortization of $9,906$11,888 in 1998 and $6,142 in 1997......................... 164,8781997 163,225 142,875
Goodwill, net of accumulated amortization of $18,085$20,633
in 1998 Andand $13,502 in 1997.......................................... 311,9171997 ...................... 310,430 249,698
Other assets.................................................... 8,005assets ....................................... 7,226 6,398
------------- ----------------------- ---------
Total assets...............................................assets ................................... $ 566,297557,780 $ 456,990
------------- --------------
------------- --------------========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities........................liabilities ........... $ 22,65420,379 $ 18,815
------------- ----------------------- ---------
Total current liabilities.................................. 22,654liabilities ...................... 20,379 18,815
Senior bank debt................................................ 214,300debt ................................... 200,300 159,500
Other long-term liabilities..................................... 7,229liabilities ........................ 9,614 1,656
Subordinated debt...............................................debt .................................. 800 800
------------- ----------------------- ---------
Total liabilities.......................................... 244,983liabilities .............................. 231,093 180,771
Minority interest............................................... 20,172interest .................................. 21,264 16,479
Stockholders' equity:
Convertible stock...............................................stock .................................. 30,992 -----
Common stock....................................................stock ....................................... 177 177
Additional paid-in capital on common stock...................... 273,470stock ......... 273,414 273,475
Accumulated other comprehensive income.......................... 8income ............. 15 (30)
Accumulated deficit............................................. (3,505)Retained earnings (deficit) ........................ 2,359 (13,882)
------------- ----------------------- ---------
306,957 259,740
Less treasury shares ............................... (1,534) --
--------- ---------
Total stockholders' equity................................. 301,142equity ..................... 305,423 259,740
------------- ----------------------- ---------
Total liabilities and stockholders' equity.................equity ..... $ 566,297557,780 $ 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 SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
------------------------------ -------------------------------------------------------- --------------------------
1998 1997 1998 1997
------------- ------------- ------------- ------------------------- ----------- ------------ -----------
Revenues................................Revenues ............................. $ 56,58655,892 $ 16,30220,410 $ 102,309158,201 $ 32,87053,280
Operating expenses:
Compensation and related expenses.... 19,463 7,757 36,078 15,663expenses . 19,281 9,947 55,359 25,610
Amortization of intangible assets.... 4,518 1,055 8,347 2,043assets . 4,530 1,078 12,877 3,121
Depreciation and other amortization.. 600 437 1,113 671amortization 736 388 1,849 1,059
Selling, general and administrative.. 7,857 3,698 14,640 6,645administrative 8,190 4,412 22,830 11,057
Other operating expenses............. 1,915 1,214 3,205 2,146
------------- ------------- ------------- -------------
34,353 14,161 63,383 27,168
------------- ------------- ------------- -------------expenses .......... 1,806 1,315 5,011 3,461
------------ ----------- ------------ -----------
34,543 17,140 97,926 44,308
------------ ----------- ------------ -----------
Operating income.............. 22,233 2,141 38,926 5,702income ........... 21,349 3,270 60,275 8,972
Non-operating (income) and expenses:
Investment and other income.......... (530) (253) (841) (438)income ....... (500) (376) (1,341) (814)
Interest expense..................... 3,929 921 7,003 1,707
------------- ------------- ------------- -------------
3,399 668 6,162 1,269
------------- ------------- ------------- -------------expense .................. 3,564 1,000 10,567 2,707
------------ ----------- ------------ -----------
3,064 624 9,226 1,893
------------ ----------- ------------ -----------
Income before minority interest and
income taxes......................... 18,834 1,473 32,764 4,433taxes ...................... 18,285 2,646 51,049 7,079
Minority interest....................... (8,976) (1,892) (15,469) (3,632)
------------- ------------- ------------- -------------interest .................... (8,512) (2,393) (23,981) (6,025)
------------ ----------- ------------ -----------
Income before income taxes.............. 9,858 (419) 17,295 801taxes ........... 9,773 253 27,068 1,054
Income taxes (benefit).................. 3,943 (451) 6,918 95
------------- ------------- ------------- -------------......................... 3,909 126 10,827 221
------------ ----------- ------------ -----------
Net income..............................income ........................... $ 5,9155,864 $ 32127 $ 10,37716,241 $ 706
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------833
============ =========== ============ ===========
Net income per share - basic............basic ......... $ 0.340.33 $ 0.060.21 $ 0.590.92 $ 1.301.48
Net income per share - diluted..........diluted ....... $ 0.30 $ ---0.02 $ 0.550.85 $ 0.100.12
Average shares outstanding - basic...... 17,621,371 574,629 17,605,896 544,789basic ... 17,627,839 602,038 17,613,291 564,082
Average shares outstanding - diluted.... 19,716,449 6,856,631 18,935,919 6,844,831diluted . 19,546,983 6,862,428 19,146,658 6,850,761
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
------------------------------ ---------------------------------------------------------- --------------------------
1998 1997 1998 1997
------------- ------------- ------------- --------------------------- ----------- ------------ -----------
Net income..............................income ........................... $ 5,9155,864 $ 32127 $ 10,37716,241 $ 706833
Foreign currency translation
adjustment, net of taxes............. 2 19 38 (16)
------------- ------------- ------------- ---------------taxes .......... 7 (92) 45 (99)
------------ ----------- ------------ -----------
Comprehensive income....................income ................. $ 5,9175,871 $ 5135 $ 10,41516,286 $ 690
------------- ------------- ------------- ---------------
------------- ------------- ------------- ---------------734
============ =========== ============ ===========
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 SixNine Months
Ended JuneSeptember 30,
---------------------------------------------------
1998 1997
------------- ---------------------- --------
Cash flow from operating activities:
Net income....................................................................income ......................................................... $ 10,37716,241 $ 706833
Adjustments to reconcile net income to net cash flow from operating
activities:
Amortization of intangible assets............................................. 8,347 2,043
Minority interest............................................................. 3,693 2,131assets .................................. 12,877 3,121
Depreciation and other amortization........................................... 1,113 671amortization ................................ 1,849 1,059
Changes in assets and liabilities:
(Increase) decreaseIncrease in investment advisory fees receivable.................... (7,357) 3,821receivable .................... (8,323) (212)
Increase in other current assets.............................................. (245) (422)assets ................................... (1,301) (2,304)
Increase (decrease) in accounts payable, accrued expenses and other liabilities................................................................. 9,412 (239)
------------- -------------liabilities 9,522 3,476
Minority interest .................................................. 4,785 776
-------- --------
Cash flow from operating activities.................................... 25,340 8,711
------------- -------------activities ......................... 35,650 6,749
-------- --------
Cash flow used in investing activities:
Purchase of fixed assets...................................................... (1,860) (1,024)assets ........................................... (2,658) (1,545)
Costs of investments, net of cash acquired.................................... (64,000) (10,867)acquired ......................... (65,389) (25,315)
Distribution received from Affiliate equity investment........................ 263 54
(Increase) decreaseinvestment ............. 495 135
Increase in other assets........................................... (689) 40
------------- -------------assets ........................................... (293) (282)
-------- --------
Cash flow used in investing activities.................................. (66,286) (11,797)
------------- -------------activities ....................... (67,845) (27,007)
-------- --------
Cash flow from financing activities:
Borrowings of senior bank debt................................................ 72,300 17,500debt ..................................... 74,300 31,900
Repayments of senior bank debt................................................ (17,500)debt ..................................... (33,500) (2,000)
Repayments of notes payable................................................... ---payable ........................................ -- (5,878)
Issuance (repurchase) of equity securities.................................... (5)securities ......................... (1,539) 10
Debt issuance costs........................................................... (76) ---
------------- --------------------- --------
Cash flow from financing activities..................................... 54,719 9,632activities .......................... 39,261 24,032
Effect of foreign exchange rate changes on cash flow............................. 38 (16)flow .................. 45 (99)
Net increase in cash and cash equivalents........................................ 13,811 6,530equivalents ............................. 7,111 3,675
Cash and cash equivalents at beginning of period.................................period ...................... 22,766 6,767
------------- --------------------- --------
Cash and cash equivalents at end of period.......................................period ............................ $ 36,57729,877 $ 13,297
------------- -------------
------------- -------------10,442
======== ========
Supplemental disclosure of non-cash financing activities:
Stock issued in acquisitions..................................................acquisitions ....................................... $ 30,992 $ 1,50111,101
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
JuneSeptember 30,
---------------------------------------------------------
1998 1997
---------------- ---------------------- ----
Federal: Current.............................Current ......................... $ ----- $ ---
Deferred............................ 3,371 (311)--
Deferred ........................ 3,103 69
State: Current............................. 91 (46)
Deferred............................ 481 (94)
----------------- ----------------Current ......................... 367 57
Deferred ........................ 439 --
------ ----
Provision for income taxes......................... $ 3,943 $ (451)
----------------- ----------------
----------------- ----------------taxes ............... $3,909 $126
====== ====
The Company has determined that because it is more likely than not that
alla majority of its tax net operating loss carryforwards will be utilized
during 1998, itsthe deferred tax valuation allowance iswhich existed at December
31, 1997 was 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
JuneSeptember 30,
-----------------------------------------------------------
1998 1997
---------------- --------------------------- ----------
Numerator:
Net income.................................................income .................................... $ 5,915,0005,864,000 $ 32,000127,000
Denominator:
Average shares outstanding - basic......................... 17,621,371 574,629basic ............ 17,627,839 602,038
Convertible stock..........................................stock ............................. 1,750,942 5,762,4505,768,247
Stock options and unvested restricted stock................ 344,136 519,552
---------------- ----------------stock ... 168,202 492,143
----------- ----------
Average shares outstanding - diluted....................... 19,716,449 6,856,631
---------------- ----------------
---------------- ----------------diluted .......... 19,546,983 6,862,428
=========== ==========
Net income per share:
Basic......................................................Basic ......................................... $ 0.340.33 $ 0.06
Diluted....................................................0.21
Diluted ....................................... $ 0.30 $ ---0.02
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. In addition, the discussion and analysis
below with respect to the Year 2000 Issue including i) our expectations of
when Year 2000 compliance will actually be achieved, ii) estimates of the
costs involved in achieving Year 2000 readiness and iii) our belief that the
costs will not be material to operating results, are based on management's
estimates which, in turn, are based upon a number of assumptions regarding
future events, including third party modification plans and the availability
of certain resources. There can be no guarantee that these estimates will be
achieved, and actual results may differ materially from management's
estimates. Specific factors which might cause such material differences with
respect to the Year 2000 Issue include, but are not limited to, the failure
of third party providers to achieve represented or stated levels of Year 2000
compliance, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and similar
uncertainties.
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.Affiliates and has announced the
signing of definitive agreements for investments in two additional
Affiliates, Davis Hamilton Jackson & Associates, L.P. and Rorer Asset
Management, LLC.
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 $50.1 billion at September 30, 1998 versus
$54.9 billion at June 30, 1998 an
increase of one percentand $45.7 billion at December 31, 1997. The
decline in assets in the third quarter resulted from adverse conditions in the
equity markets during the quarter, and 20 percent year to date. Growth
in assets under management for the quarter resulted frompartially offset by positive net client cash
flows of $948.3$445 million partially offset by negative investment performance at
certain Affiliates.for the
6
quarter. Year to date growth was driven by the addition of an Affiliate as well as bothand
positive net client cash flows of $1.2$1.6 billion, andoffsetting negative investment
6
performance amongdue primarily to the other Affiliates.adverse conditions in the equity markets during
the third quarter.
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 JuneSeptember 30, 1998, the Company's total assets were $566.3$557.8 million,
of which $164.9$163.2 million consisted of acquired client relationships and $311.9$310.4
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,
repurchase shares or repay debt obligations.
Three Months Ended JuneSeptember 30, 1998 as Compared to Three Months Ended
JuneSeptember 30, 1997
The Company had net income of $5.9 million for the quarter ended JuneSeptember
30, 1998 compared to net income of $32,000$127,000 for the quarter ended JuneSeptember 30,
1997. The increase in net income resulted primarily from net income from new
investments. The Company invested in 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 and included their
results from their respective dates of investment.
Revenues for the quarter ended September 30, 1998 were $55.9 million, an
increase of $35.5 million over the quarter ended September 30, 1997, primarily
as a result of the addition of the new Affiliates as described above.
Operating expenses increased by $17.4 million to $34.5 million for the
quarter ended September 30, 1998 over the quarter ended September 30, 1997.
Compensation and related expenses increased by $9.3 million, amortization of
intangible assets increased by $3.5 million, and selling, general and
administrative expenses increased by $3.8 million. The increases in operating
expenses were primarily a result of the addition of the new Affiliates.
Minority interest increased by $6.1 million to $8.5 million for the
quarter ended September 30, 1998 over the quarter ended September 30, 1997,
primarily as a result of the increase in revenues from the addition of the new
Affiliates.
7
Interest expense increased by $2.6 million to $3.6 million for the quarter
ended September 30, 1998 over the quarter ended September 30, 1997 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 September 30,
1998 compared to $126,000 for the quarter ended September 30, 1997. The change
in income tax expense is related to an increase in income before taxes in the
quarter ended September 30, 1998.
EBITDA increased by $15.9 million to $18.6 million for the quarter ended
September 30, 1998 over the quarter ended September 30, 1997, primarily as a
result of the inclusion of the new Affiliates.
EBITDA as adjusted increased by $9.5 million to $11.1 million for the
quarter ended September 30, 1998 over the quarter ended September 30, 1997 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 $5.3
million for the quarter ended September 30, 1998.
Nine Months Ended September 30, 1998 as Compared to Nine Months Ended
September 30, 1997
The Company had net income of $16.2 million for the nine months ended
September 30, 1998 compared to net income of $833,000 for the nine months
ended September 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 quarternine months ended JuneSeptember 30, 1998 were $56.6$158.2 million,
an increase of $40.3$104.9 million over the quarternine months ended JuneSeptember 30, 1997,
primarily as a result of the addition of the New Affiliates.
Operating expenses increased by $20.2$53.6 million to $34.4$97.9 million for the
quarternine months ended JuneSeptember 30, 1998.1998 over the nine months ended September 30,
1997. Compensation and related expenses increased by $11.7$29.7 million, amortization
of intangible assets increased by $3.5$9.8 million, selling, general and
administrative expenses increased by $4.2$11.8 million, and other operating expenses
increased by $701,000.$1.6 million. The increasesgrowth in operating expenses werewas primarily a
result of the addition of the New Affiliates.
Minority interest increased by $7.1$18.0 million to $9.0$24.0 million for the quarternine
months ended JuneSeptember 30, 1998 over the nine months ended September 30, 1997,
primarily as a result of the addition of the New Affiliates.
7
Interest expense increased by $3.0$7.9 million to $3.9$10.6 million for the
quarternine months ended JuneSeptember 30, 1998 over the nine months ended September 30,
1997, as a result of the increased indebtedness incurred in connection with
the investments in the New Affiliates.
Income tax expense was $3.9$10.8 million for the quarternine months ended
JuneSeptember 30, 1998 compared to a tax benefit of $451,000$221,000 for the quarternine months ended JuneSeptember
30, 1997. The change in income tax expense is related to an increase in
income before taxes in the quarternine months ended JuneSeptember 30, 1998 and the
recognition of the benefit of the reversal of the Company's tax valuation
allowance at December 31, 1996 in the quarternine months ended JuneSeptember 30, 1997.
EBITDA increased by $16.9$44.4 million to $18.9$52.4 million for the quarternine months
ended JuneSeptember 30, 1998 over the nine months ended September 30, 1997,
primarily as a result of the inclusion of the New Affiliates.
EBITDA as adjusted increased by $9.5$26.0 million to $11.0$31.0 million for the
quarternine months ended JuneSeptember 30, 1998 over the nine months ended September 30,
1997 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$14.7 million for the quarternine months ended JuneSeptember 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, 1998.8
Liquidity and Capital Resources
At JuneSeptember 30, 1998, the Company had cash and cash equivalents of $36.6$29.9
million and outstanding borrowings under its revolving credit facility ("Credit
Facility") of $214.3$200.3 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
On September 11, 1998, the Company's Board of Directors authorized a share
repurchase program pursuant to which AMG could repurchase up to five percent of
AMG's issued and outstanding shares of Common Stock. During the quarter ended
September 30, 1998, the Company repurchased 84,400 shares for $1.5 million.
Subsequent to September 30, 1998 the Company has repurchased an additional
62,600 shares for $1.1 million.
On October 22, 1998, AMG announced an agreement to acquire a 65%
interest in Davis Hamilton Jackson & Associates, L.P., which will hold the
business presently operated by Davis Hamilton Jackson & Associates, Inc.
("DHJA"). DHJA is a Houston based asset management firm with approximately
$3.0 billion of assets under management at September 30, 1998. On November 9,
1998, the Company announced an agreement to acquire an approximately 65%
interest in Rorer Asset Management, LLC, which will hold the business
presently operated by Edward C. Rorer & Co., Inc. ("Rorer"). Rorer is a
Philadelphia based investment advisor with approximately $3.6 billion of
assets under management at September 30, 1998. AMG will pay approximately $65
million in cash for its investment in Rorer. AMG will finance these two
investments with borrowings under its Credit Facility.
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.
Recent Accounting Developments
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.
Impact of the Year 2000 Issue
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
or its Affiliates' computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
Such disruptions could affect the Company's Affiliates' ability to provide
advisory services.
The Company has identified all of the significant computers, software
applications and related equipment at the holding company that need to be
modified, upgraded or replaced to minimize the possibility of a material
disruption to its business.
9
In addition, the Company has established with each Affiliate a timeline
for compliance and has received estimates of compliance costs. As part of the
general compliance program, each of the Affiliates has assigned
responsibility for the Year 2000 Issue to a member of senior management to
ensure both proprietary and third party vendor systems will be Year 2000
compliant.
All Affiliates have completed their assessment and plans are in place for
the renovation or replacement of non-compliant systems. The completion of
renovation or replacement and the subsequent testing and implementation are
scheduled for the fourth quarter of 1998 and early 1999, while industry wide
testing will take place in 1999. If the Affiliates fail to resolve their Year
2000 issues, the Affiliates' and, accordingly, the Company's business would
be materially disrupted.
Outside service providers perform certain processes which are critical
for the Company's Affiliates, including transfer agency and custody
functions. The progress of these parties is being monitored by the Company's
Affiliates. However, the Affiliates have limited or no control over the
actions of these outside parties and in certain cases no alternative vendors
are available. If these parties fail to resolve Year 2000 issues, the
Affiliates and, accordingly, the Company's business would be materially
disrupted.
The Company and its Affiliates estimate that its compliance activities
will be completed no later than the second quarter of 1999. Because most of
the Year 2000 costs are being covered by the Affiliates' Operating
Allocation, the total costs of this effort to the Company (as opposed to the
affiliates) are estimated to be less than $800,000 for the four year period
ending December 31, 1999.
European Monetary Unit
On January 1, 1999, a single currency for the European Economic and
Monetary Union (the "Euro") is scheduled to replace the national currency for
participating member countries which include countries in which several of
the Company's Affiliates do business. The managed funds and financial
products of these Affiliates have investments in countries whose currencies
will be replaced by the Euro. Many aspects of these Affiliates' investment
process, including trading, foreign exchange, payments, settlements, cash
accounts, custodial accounts and accounting will be affected by the
implementation of the Euro (the "Euro Issue").
The Affiliates impacted have created teams to determine changes that will
be required in connection with the Euro Issue in order to process
transactions accurately with minimal disruption to business activities. These
Affiliates are also communicating with its external partners and vendors to
assess their readiness to manage the Euro Issue without disruption to their
business or operations. If these Affiliates fail to resolve their Euro Issue,
the Affiliates and, accordingly, the Company's business would be materially
disrupted.
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
2.9 Stock Purchase Agreement dated November 9, 1998, by and among the
Company, Edward C. Rorer & Co., Inc. and the stockholders of
Edward C. Rorer & Co., Inc. (excluding schedules and exhibits,
which the Registrant agrees to furnish supplementally to the
Commission upon request)
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
1 Current ReportThere have been no reports on Form 8-K dated March 20, 1998, as amended on
June 3, 1998, reportingfiled by the Company's investment in Essex. The
required financial statements and pro forma financial
information are included inCompany during the
June 3, 1998 amendment.
9
quarter ended September 30, 1998.
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,November 16, 1998
- ------------------------- ---------------------- Senior Vice President,
(Darrell W. Crate) Chief Financial Officer and Treasurer
(and also as Principal Financial and
Principal Accounting Officer)
10