Exhibit 99.1
Contact: | | Brett S. Perryman |
| | Laura Nicoll |
| Affiliated Managers Group, Inc. |
| (617) 747-3300 |
| ir@amg.com |
AMG Reports Financial and Operating Results
for the Second Quarter and First Half of 2007
Company Reports EPS of $1.04; Cash EPS of $1.52
BOSTON, July 25, 2007 — Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter and six months ended June 30, 2007.
Cash Earnings Per Share (“Cash EPS”) for the second quarter of 2007 were $1.52, compared to $1.30 for the second quarter of 2006, while diluted earnings per share for the second quarter of 2007 were $1.04, compared to $0.86 for the same period of 2006. Cash Net Income was $60.3 million for the second quarter of 2007, compared to $50.3 million for the second quarter of 2006. Net Income for the second quarter of 2007 was $41.9 million, compared to $33.9 million for the second quarter of 2006. (Cash EPS and Cash Net Income are defined in the attached tables.)
For the second quarter of 2007, revenue was $331.5 million, compared to $283.1 million for the second quarter of 2006. EBITDA for the second quarter of 2007 was $97.5 million, compared to $78.1 million for the same period of 2006.
For the six months ended June 30, 2007, Cash Net Income was $115.7 million, while EBITDA was $186.7 million. For the same period, Net Income was $78.5 million, on revenue of $641.3 million. For the six months ended June 30, 2006, Cash Net Income was $103.2 million, while EBITDA was $156.6 million. For the same period, Net Income was $69.2 million, on revenue of $561.2 million.
The aggregate assets under management of AMG’s affiliated investment management firms at June 30, 2007 were approximately $267 billion, an increase of $18 billion, or 7%, over the first quarter, and $64 billion, or 32%, over the second quarter of 2006. Net client cash flows for the second quarter of 2007 were approximately $578 million, with flows in the institutional, mutual fund, and high net worth channels of $245 million, $488 million, and $(155) million, respectively.
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“Our strong results for the quarter reflect our broad exposure in two of the most attractive areas of asset management, alternative investment products and international equities, and excellent investment performance by our Affiliates,” stated Sean M. Healey, President and Chief Executive Officer of AMG. “AMG delivered solid earnings growth during the second quarter with cash earnings increasing by 9% over the prior quarter, and 20% year-over-year.”
“We were particularly pleased with the performance of our alternative products,” Mr. Healey continued. “AMG has a strong position in the fast-growing alternative investments area, with a number of leading Affiliates including AQR, First Quadrant, Third Avenue and Genesis managing a range of alternative investment strategies. Given our Affiliates’ outstanding performance in this area, we see a meaningful opportunity for substantial incremental earnings contribution from performance fees for the year.”
“Another highlight of the quarter was the continued strong performance of our international equity managers, including AQR, Tweedy, Browne, Third Avenue and Genesis. With 35% of our EBITDA coming from international investments, we have excellent prospects for significant growth in this area,” Mr. Healey continued. “Finally, we had strong results from our domestic growth equity Affiliates, such as Friess Associates, TimesSquare and Essex. Most notably, Friess continues to build on its outstanding performance record as all of the firm’s investment products significantly outperformed their respective peers and benchmarks.”
Mr. Healey concluded, “We continue to make excellent progress in our new investments area. In addition to our prospects for succession-oriented investments in traditional firms, we are pursuing a number of opportunities to invest in attractive alternative managers that are interested in a structure similar to our investment in AQR. Going forward, we are confident that we will continue to enhance our earnings growth through investments in both traditional and alternative firms.”
AMG is an asset management company with equity investments in a diverse group of boutique investment management firms. AMG’s strategy is to generate growth through the internal growth of its existing Affiliates, as well as through investments in new Affiliates. AMG’s innovative transaction structure allows individual members of each Affiliate’s management team to retain or receive significant direct equity ownership in their firm while maintaining operating autonomy. In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations.
Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, the ability to close pending investments, the investment performance of our Affiliates and their ability to effectively market their investment strategies, and other risks detailed from time to time in AMG’s filings with the Securities and Exchange Commission. Reference is hereby made to the “Cautionary Statements” set forth in the Company’s Form 10-K for the year ended December 31, 2006.
Financial Tables Follow
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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 1-800-240-8621 (domestic calls) or 1-303-262-2193 (international calls) starting at 10:45 a.m. Eastern time. Those wishing to listen to the teleconference should dial the appropriate number at least ten minutes before the call begins. The teleconference will be available for replay approximately one hour after the conclusion of the call. To access the replay, please dial 1-800-405-2236 (domestic calls) or 1-303-590-3000 (international calls) and enter the pass code, 11093489. 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.
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Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
| | Three Months | | Three Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Revenue | | $ | 283,108 | | $ | 331,464 | |
| | | | | |
Net Income | | $ | 33,936 | | $ | 41,887 | |
| | | | | |
Cash Net Income (A) | | $ | 50,349 | | $ | 60,331 | |
| | | | | |
EBITDA (B) | | $ | 78,140 | | $ | 97,528 | |
| | | | | |
| | | | | |
Average shares outstanding—diluted | | 45,213,524 | | 45,230,844 | |
| | | | | |
Earnings per share—diluted | | $ | 0.86 | | $ | 1.04 | |
| | | | | |
Average shares outstanding—adjusted diluted (C) | | 38,733,290 | | 39,746,763 | |
| | | | | |
Cash earnings per share—diluted (C) | | $ | 1.30 | | $ | 1.52 | |
| | December 31,
2006 | | June 30,
2007 | |
| | | | | |
Cash and cash equivalents | | $ | 201,729 | | $ | 165,809 | |
| | | | | |
Senior debt | | $ | 365,500 | | $ | 389,500 | |
| | | | | |
Senior convertible securities | | $ | 413,358 | | $ | 408,977 | |
| | | | | |
Mandatory convertible securities | | $ | 300,000 | | $ | 300,000 | |
| | | | | |
Junior convertible trust preferred securities | | $ | 300,000 | | $ | 300,000 | |
| | | | | |
Stockholders’ equity | | $ | 499,222 | | $ | 591,949 | |
| | | | | |
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Affiliated Managers Group, Inc.
Financial Highlights
(dollars in thousands, except per share data)
| | Six Months | | Six Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Revenue | | $ | 561,150 | | $ | 641,301 | |
| | | | | |
Net Income | | $ | 69,176 | | $ | 78,509 | |
| | | | | |
Cash Net Income (A) | | $ | 103,166 | | $ | 115,700 | |
| | | | | |
EBITDA (B) | | $ | 156,625 | | $ | 186,661 | |
| | | | | |
| | | | | |
| | | | | |
Average shares outstanding—diluted | | 45,835,501 | | 44,914,122 | |
| | | | | |
Earnings per share—diluted | | $ | 1.67 | | $ | 1.97 | |
| | | | | |
Average shares outstanding—adjusted diluted (C) | | 40,302,526 | | 39,235,642 | |
| | | | | |
Cash earnings per share—diluted (C) | | $ | 2.56 | | $ | 2.95 | |
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Affiliated Managers Group, Inc.
Reconciliations of Earnings Per Share Calculation
(dollars in thousands, except per share data)
| | Three Months | | Three Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Net Income | | $ | 33,936 | | $ | 41,887 | |
Convertible securities interest expense, net (D) | | 4,938 | | 5,119 | |
Net Income, as adjusted | | $ | 38,874 | | $ | 47,006 | |
| | | | | |
Average shares outstanding—diluted | | 45,213,524 | | 45,230,844 | |
| | | | | |
Earnings per share—diluted | | $ | 0.86 | | $ | 1.04 | |
| | | | | |
| | Six Months | | Six Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Net Income | | $ | 69,176 | | $ | 78,509 | |
Convertible securities interest expense, net (D) | | 7,216 | | 10,192 | |
Net Income, as adjusted | | $ | 76,392 | | $ | 88,701 | |
| | | | | |
Average shares outstanding—diluted | | 45,835,501 | | 44,914,122 | |
| | | | | |
Earnings per share—diluted | | $ | 1.67 | | $ | 1.97 | |
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Affiliated Managers Group, Inc.
Reconciliations of Average Shares Outstanding
| | Three Months | | Three Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Average shares outstanding—diluted | | 45,213,524 | | 45,230,844 | |
Assumed issuance of COBRA shares | | (6,823,797 | ) | (7,529,465 | ) |
Assumed issuance of LYONS shares | | (2,143,391 | ) | (2,035,196 | ) |
Assumed issuance of Trust Preferred shares | | (1,956,044 | ) | (2,000,000 | ) |
Dilutive impact of COBRA shares | | 3,511,664 | | 4,940,033 | |
Dilutive impact of LYONS shares | | 931,334 | | 1,140,547 | |
Dilutive impact of Trust Preferred shares | | — | | — | |
Average shares outstanding—adjusted diluted (C) | | 38,733,290 | | 39,746,763 | |
| | Six Months | | Six Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Average shares outstanding—diluted | | 45,835,501 | | 44,914,122 | |
Assumed issuance of COBRA shares | | (6,987,250 | ) | (7,401,708 | ) |
Assumed issuance of LYONS shares | | (2,220,582 | ) | (2,057,456 | ) |
Assumed issuance of Trust Preferred shares | | (978,022 | ) | (2,000,000 | ) |
Dilutive impact of COBRA shares | | 3,685,312 | | 4,676,186 | |
Dilutive impact of LYONS shares | | 967,567 | | 1,104,498 | |
Dilutive impact of Trust Preferred shares | | — | | — | |
Average shares outstanding—adjusted diluted (C) | | 40,302,526 | | 39,235,642 | |
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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, March 31, 2007 | | $ | 59,250 | | $ | 160,676 | | $ | 28,635 | | $ | 248,561 | |
Net client cash flows | | 488 | | 245 | | (155 | ) | 578 | |
Other Affiliate transactions (E) | | (105 | ) | (77 | ) | — | | (182 | ) |
Investment performance | | 3,728 | | 11,437 | | 2,453 | | 17,618 | |
Assets under management, June 30, 2007 | | $ | 63,361 | | $ | 172,281 | | $ | 30,933 | | $ | 266,575 | |
Statement of Changes—Year to Date
| | Mutual
Fund | | Institutional | | High Net
Worth | | Total | |
| | | | | | | | | |
Assets under management, December 31, 2006 | | $ | 58,241 | | $ | 154,725 | | $ | 28,174 | | $ | 241,140 | |
Net client cash flows | | 621 | | 2,439 | | (601 | ) | 2,459 | |
Other Affiliate transactions (E) | | (1,069 | ) | (77 | ) | — | | (1,146 | ) |
Investment performance | | 5,568 | | 15,194 | | 3,360 | | 24,122 | |
Assets under management, June 30, 2007 | | $ | 63,361 | | $ | 172,281 | | $ | 30,933 | | $ | 266,575 | |
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Affiliated Managers Group, Inc.
Operating Results
(in thousands)
Financial Results
| | Three | | | | Three | | | |
| | Months | | | | Months | | | |
| | Ended | | Percent | | Ended | | Percent | |
| | 6/30/06 | | of Total | | 6/30/07 | | of Total | |
Revenue | | | | | | | | | |
Mutual Fund | | $ | 125,450 | | 44% | | $ | 139,687 | | 42% | |
Institutional | | 118,702 | | 42% | | 150,979 | | 46% | |
High Net Worth | | 38,956 | | 14% | | 40,798 | | 12% | |
| | $ | 283,108 | | 100% | | $ | 331,464 | | 100% | |
| | | | | | | | | |
EBITDA (B) | | | | | | | | | |
Mutual Fund | | $ | 33,592 | | 43% | | $ | 37,433 | | 39% | |
Institutional | | 35,021 | | 45% | | 47,142 | | 48% | |
High Net Worth | | 9,527 | | 12% | | 12,953 | | 13% | |
| | $ | 78,140 | | 100% | | $ | 97,528 | | 100% | |
| | Six | | | | Six | | | |
| | Months | | | | Months | | | |
| | Ended | | Percent | | Ended | | Percent | |
| | 6/30/06 | | of Total | | 6/30/07 | | of Total | |
Revenue | | | | | | | | | |
Mutual Fund | | $ | 246,664 | | 44% | | $ | 272,945 | | 42% | |
Institutional | | 238,496 | | 42% | | 287,573 | | 45% | |
High Net Worth | | 75,990 | | 14% | | 80,783 | | 13% | |
| | $ | 561,150 | | 100% | | $ | 641,301 | | 100% | |
| | | | | | | | | |
EBITDA (B) | | | | | | | | | |
Mutual Fund | | $ | 65,897 | | 42% | | $ | 74,741 | | 40% | |
Institutional | | 71,172 | | 46% | | 87,513 | | 47% | |
High Net Worth | | 19,556 | | 12% | | 24,407 | | 13% | |
| | $ | 156,625 | | 100% | | $ | 186,661 | | 100% | |
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Affiliated Managers Group, Inc.
Reconciliations of Performance and Liquidity Measures
(in thousands)
| | Three Months | | Three Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Net Income | | $ | 33,936 | | $ | 41,887 | |
Intangible amortization | | 6,839 | | 7,922 | |
Intangible amortization—equity method investments (F) | | 2,316 | | 2,328 | |
Intangible-related deferred taxes | | 5,697 | | 6,850 | |
Affiliate depreciation | | 1,561 | | 1,344 | |
Cash Net Income (A) | | $ | 50,349 | | $ | 60,331 | |
| | | | | |
Cash flow from operations | | $ | 130,357 | | $ | 118,220 | |
Interest expense, net of non-cash items | | 13,787 | | 16,893 | |
Current tax provision | | 11,453 | | 16,045 | |
Income from equity method investments, net of distributions (F) | | 1,090 | | 1,042 | |
Changes in assets and liabilities and other adjustments | | (78,547 | ) | (54,672 | ) |
EBITDA (B) | | $ | 78,140 | | $ | 97,528 | |
Holding company expenses | | 12,009 | | 14,003 | |
EBITDA Contribution | | $ | 90,149 | | $ | 111,531 | |
| | Six Months | | Six Months | |
| | Ended | | Ended | |
| | 6/30/06 | | 6/30/07 | |
| | | | | |
Net Income | | $ | 69,176 | | $ | 78,509 | |
Intangible amortization | | 13,693 | | 15,865 | |
Intangible amortization—equity method investments (F) | | 4,632 | | 4,634 | |
Intangible-related deferred taxes | | 12,802 | | 13,882 | |
Affiliate depreciation | | 2,863 | | 2,810 | |
Cash Net Income (A) | | $ | 103,166 | | $ | 115,700 | |
| | | | | |
Cash flow from operations | | $ | 128,274 | | $ | 70,880 | |
Interest expense, net of non-cash items | | 24,010 | | 33,817 | |
Current tax provision | | 25,244 | | 29,057 | |
Income from equity method investments, net of distributions (F) | | (12,017 | ) | (9,193 | ) |
Changes in assets and liabilities and other adjustments | | (8,886 | ) | 62,100 | |
EBITDA (B) | | $ | 156,625 | | $ | 186,661 | |
Holding company expenses | | 24,384 | | 28,017 | |
EBITDA Contribution | | $ | 181,009 | | $ | 214,678 | |
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Affiliated Managers Group, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share data)
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2006 | | 2007 | | 2006 | | 2007 | |
| | | | | | | | | |
Revenue | | $ | 283,108 | | $ | 331,464 | | $ | 561,150 | | $ | 641,301 | |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
Compensation and related expenses | | 118,671 | | 143,109 | | 235,188 | | 282,041 | |
Selling, general and administrative | | 45,276 | | 48,961 | | 88,759 | | 94,466 | |
Amortization of intangible assets | | 6,839 | | 7,922 | | 13,693 | | 15,865 | |
Depreciation and other amortization | | 2,251 | | 2,413 | | 4,147 | | 4,779 | |
Other operating expenses | | 5,597 | | 5,115 | | 11,183 | | 7,904 | |
| | 178,634 | | 207,520 | | 352,970 | | 405,055 | |
Operating income | | 104,474 | | 123,944 | | 208,180 | | 236,246 | |
| | | | | | | | | |
Non-operating (income) and expenses: | | | | | | | | | |
Investment and other income | | (2,014 | ) | (6,499 | ) | (5,371 | ) | (11,121 | ) |
Income from equity method investments | | (6,467 | ) | (8,913 | ) | (12,066 | ) | (16,885 | ) |
Investment (income) loss from Affiliate
investments in partnerships (H) | | 9,321 | | (18,518 | ) | (1,508 | ) | (21,159 | ) |
Interest expense | | 15,102 | | 18,378 | | 26,584 | | 36,765 | |
| | 15,942 | | (15,552 | ) | 7,639 | | (12,400 | ) |
| | | | | | | | | |
Income before minority interest and taxes | | 88,532 | | 139,496 | | 200,541 | | 248,646 | |
Minority interest (G) | | (46,099 | ) | (54,780 | ) | (91,968 | ) | (103,253 | ) |
Minority interest in Affiliate investments in partnerships (H) | | 9,199 | | (18,229 | ) | (1,004 | ) | (20,775 | ) |
Income before income taxes | | 51,632 | | 66,487 | | 107,569 | | 124,618 | |
| | | | | | | | | |
Income taxes—current | | 11,453 | | 16,045 | | 25,244 | | 29,057 | |
Income taxes—intangible-related deferred | | 5,697 | | 6,850 | | 12,802 | | 13,882 | |
Income taxes—other deferred | | 546 | | 1,705 | | 347 | | 3,170 | |
Net Income | | $ | 33,936 | | $ | 41,887 | | $ | 69,176 | | $ | 78,509 | |
| | | | | | | | | |
Average shares outstanding—basic | | 31,224,354 | | 29,847,093 | | 32,445,996 | | 29,773,269 | |
Average shares outstanding—diluted | | 45,213,524 | | 45,230,844 | | 45,835,501 | | 44,914,122 | |
| | | | | | | | | |
Earnings per share—basic | | $ | 1.09 | | $ | 1.40 | | $ | 2.13 | | $ | 2.64 | |
Earnings per share—diluted | | $ | 0.86 | | $ | 1.04 | | $ | 1.67 | | $ | 1.97 | |
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Affiliated Managers Group, Inc.
Consolidated Balance Sheets
(in thousands)
| | December 31, | | June 30, | |
| | 2006 | | 2007 | |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 201,729 | | $ | 165,809 | |
Investment advisory fees receivable | | 201,385 | | 187,725 | |
Affiliate investments in partnerships (H) | | 108,350 | | 117,737 | |
Affiliate investments in marketable securities | | 15,516 | | 23,001 | |
Prepaid expenses and other current assets | | 27,299 | | 24,589 | |
Total current assets | | 554,279 | | 518,861 | |
| | | | | |
Fixed assets, net | | 63,984 | | 66,885 | |
Equity investments in Affiliates | | 293,440 | | 281,435 | |
Acquired client relationships, net | | 502,066 | | 500,017 | |
Goodwill | | 1,177,227 | | 1,213,371 | |
Other assets | | 74,924 | | 99,041 | |
Total assets | | $ | 2,665,920 | | $ | 2,679,610 | |
| | | | | |
Liabilities and Stockholders’ Equity | | | | | |
Current liabilities: | | | | | |
Accounts payable and accrued liabilities | | $ | 246,727 | | $ | 166,085 | |
Payables to related party | | 41,086 | | 6,156 | |
Total current liabilities | | 287,813 | | 172,241 | |
| | | | | |
Senior debt | | 365,500 | | 389,500 | |
Senior convertible securities | | 413,358 | | 408,977 | |
Mandatory convertible securities | | 300,000 | | 300,000 | |
Junior convertible trust preferred securities | | 300,000 | | 300,000 | |
Deferred income taxes | | 218,584 | | 232,393 | |
Other long-term liabilities | | 11,209 | | 31,494 | |
Total liabilities | | 1,896,464 | | 1,834,605 | |
| | | | | |
Minority interest (G) | | 166,138 | | 140,088 | |
Minority interest in Affiliate investments in partnerships (H) | | 104,096 | | 112,968 | |
| | | | | |
Stockholders’ equity: | | | | | |
Common stock | | 390 | | 390 | |
Additional paid-in capital | | 609,369 | | 634,128 | |
Accumulated other comprehensive income | | 14,666 | | 44,131 | |
Retained earnings | | 654,465 | | 732,974 | |
| | 1,278,890 | | 1,411,623 | |
Less treasury stock, at cost | | (779,668 | ) | (819,674 | ) |
Total stockholders’ equity | | 499,222 | | 591,949 | |
Total liabilities and stockholders’ equity | | $ | 2,665,920 | | $ | 2,679,610 | |
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Affiliated Managers Group, Inc.
Consolidated Statements of Cash Flow
(in thousands)
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2006 | | 2007 | | 2006 | | 2007 | |
| | | | | | | | | |
Cash flow from operating activities: | | | | | | | | | |
Net Income | | $ | 33,936 | | $ | 41,887 | | $ | 69,176 | | $ | 78,509 | |
| | | | | | | | | |
Adjustments to reconcile Net Income to net cash flow from operating activities: | | | | | | | | | |
Amortization of intangible assets | | 6,839 | | 7,922 | | 13,693 | | 15,865 | |
Amortization of issuance costs | | 728 | | 778 | | 1,391 | | 1,534 | |
Depreciation and other amortization | | 2,251 | | 2,413 | | 4,147 | | 4,779 | |
Deferred income tax provision | | 6,243 | | 8,555 | | 13,149 | | 17,052 | |
Accretion of interest | | 587 | | 707 | | 1,183 | | 1,414 | |
Income from equity method investments, net of amortization | | (6,467 | ) | (8,913 | ) | (12,066 | ) | (16,885 | ) |
Distributions received from equity method investments | | 7,693 | | 10,199 | | 28,715 | | 30,712 | |
Tax benefit from exercise of stock options | | 424 | | 613 | | 3,434 | | 4,152 | |
Stock option expense | | 223 | | 1,918 | | 601 | | 4,562 | |
Other adjustments | | 1,266 | | (570 | ) | 1,268 | | 585 | |
Changes in assets and liabilities: | | | | | | | | | |
(Increase) decrease in investment advisory fees receivable | | 6,808 | | (10,087 | ) | (640 | ) | 13,378 | |
Decrease in Affiliate investments in partnerships | | 974 | | 8,831 | | 974 | | 11,004 | |
(Increase) decrease in prepaids and other current assets | | 2,924 | | (198 | ) | 5,415 | | 593 | |
(Increase) decrease in other assets | | (2,814 | ) | 4,210 | | 1,070 | | (7,934 | ) |
Increase (decrease) in accounts payable, accrued liabilities and other long-term liabilities | | 53,331 | | 48,633 | | 20,356 | | (61,241 | ) |
Increase (decrease) in minority interest | | 15,411 | | 1,322 | | (23,592 | ) | (27,199 | ) |
Cash flow from operating activities | | 130,357 | | 118,220 | | 128,274 | | 70,880 | |
| | | | | | | | | |
Cash flow used in investing activities: | | | | | | | | | |
Cost of investments in Affiliates, net of cash acquired | | (7,669 | ) | (33,704 | ) | (17,027 | ) | (59,558 | ) |
Purchase of fixed assets | | (4,801 | ) | (4,074 | ) | (11,937 | ) | (8,161 | ) |
Purchase of investment securities | | (9,017 | ) | (258 | ) | (15,579 | ) | (12,758 | ) |
Sale of investment securities | | — | | 1 | | — | | 4,630 | |
Cash flow used in investing activities | | (21,487 | ) | (38,035 | ) | (44,543 | ) | (75,847 | ) |
| | | | | | | | | |
Cash flow used in financing activities: | | | | | | | | | |
Borrowings of senior bank debt | | 206,000 | | 41,000 | | 313,000 | | 177,000 | |
Repayments of senior bank debt | | (231,000 | ) | (80,000 | ) | (294,500 | ) | (153,000 | ) |
Issuance of junior convertible trust preferred securities | | 300,000 | | — | | 300,000 | | — | |
Issuance of common stock | | 3,040 | | 3,133 | | 35,447 | | 38,758 | |
Repurchase of common stock | | (332,615 | ) | — | | (402,470 | ) | (109,003 | ) |
Issuance costs | | (8,890 | ) | (200 | ) | (8,895 | ) | (1,756 | ) |
Excess tax benefit from exercise of stock options | | 1,710 | | 5,866 | | 12,949 | | 28,206 | |
Cost of call spread option agreements | | — | | — | | (13,290 | ) | — | |
Repayment of notes payable and other liabilities | | (1,112 | ) | (72 | ) | (5,602 | ) | (1,081 | ) |
Redemptions of Minority interest—Affiliate investments in partnerships | | (974 | ) | (8,831 | ) | (974 | ) | (11,004 | ) |
Cash flow used in financing activities | | (63,841 | ) | (39,104 | ) | (64,335 | ) | (31,880 | ) |
| | | | | | | | | |
Effect of foreign exchange rate changes on cash and cash equivalents | | 658 | | 644 | | 587 | | 927 | |
Net increase (decrease) in cash and cash equivalents | | 45,687 | | 41,725 | | 19,983 | | (35,920 | ) |
Cash and cash equivalents at beginning of period | | 114,719 | | 124,084 | | 140,423 | | 201,729 | |
| | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 160,406 | | $ | 165,809 | | $ | 160,406 | | $ | 165,809 | |
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Affiliated Managers Group, Inc.
Notes
(A) Cash Net Income is defined as Net Income plus amortization and deferred taxes related to intangible assets plus Affiliate depreciation. This supplemental non-GAAP performance measure is provided in addition to, but not as a substitute for, Net Income. The Company considers Cash Net Income an important measure of its financial performance, as management believes it best represents operating performance before non-cash expenses relating to the acquisition of interests in its affiliated investment management firms. Since acquired assets do not generally depreciate or require replacement, and since they generate deferred tax expenses that are unlikely to reverse, the Company adds back these non-cash expenses. Cash Net Income is used by the Company’s management and Board of Directors as a principal performance benchmark.
The Company adds back amortization attributable to acquired client relationships because this expense does not correspond to the changes in value of these assets, which do not diminish predictably over time. The Company adds back the portion of deferred taxes generally attributable to intangible assets (including goodwill) that it no longer amortizes but which continues to generate tax deductions. These deferred tax expense accruals would be used in the event of a future sale of an Affiliate or an impairment charge, which the Company considers unlikely. The Company adds back the portion of consolidated depreciation expense incurred by Affiliates because under its Affiliate operating agreements, the Company is generally not required to replenish these depreciating assets.
(B) EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. This supplemental non-GAAP liquidity measure is provided in addition to, but not as a substitute for, cash flow from operations. As a measure of liquidity, the Company believes EBITDA is useful as an indicator of its ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by the Company, may not be consistent with computations of EBITDA by other companies. In reporting EBITDA by segment, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment.
(C) Cash earnings per share represents Cash Net Income divided by the adjusted diluted average shares outstanding. In this calculation, the potential share issuance in connection with the Company’s convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of the contingently convertible securities and the junior convertible trust preferred securities in excess of par, if any, are deemed to be outstanding. The Company believes the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of common stock) that occurs when these securities are converted and the Company is relieved of its debt obligation. This method does not take into account any increase or decrease in the Company’s cost of capital in an assumed conversion.
(D) Convertible securities interest expense, net, includes the interest expense, net of tax, associated with the Company’s contingently convertible securities and junior convertible trust preferred securities (but excludes the interest expense associated with the Company’s mandatory convertible securities).
(E) During the three and six months ended June 30, 2007, the Company transferred its interests in certain Affiliates. The financial effect of these transactions is not material to the Company’s ongoing results.
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(F) The Company is required to use the equity method of accounting for its investments in AQR Capital Management, LLC, Beutel, Goodman & Company Ltd. and Deans Knight Capital Management Ltd. (together, “equity method investments”). Consistent with this method, the Company has not consolidated the operating results (including the revenue) of its equity method investments in its income statement. The Company’s share of its equity method investments’ profits, net of intangible amortization, is reported in “Income from equity method investments.” Income tax attributable to these profits is reported within the Company’s consolidated income tax provision. The assets under management of equity method investments are included in the Company’s reported assets under management.
(G) 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.
(H) EITF Issue No. 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights,” (“EITF 04-05”), became effective January 1, 2006. EITF 04-05 requires the Company to consolidate certain Affiliate investment partnerships (including interests in the partnerships in which the Company does not have ownership rights) in its consolidated financial statements. For the three months ending June 30, 2007, the total non-operating income associated with those partnerships was $18.5 million, while the portion attributable to the underlying investors unrelated to the Company (the “outside owners”) was $18.2 million; as of June 30, 2007, the total assets attributable to these investment partnerships was $117.7 million, while the portion owned by the outside owners was $113.0 million.
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