Exhibit 99.1
Investor Relations: |
| Alexandra Lynn |
|
| (617) 747-3300 ir@amg.com |
|
|
|
Media Relations: |
| Laura O’Brien |
|
| (617) 747-3300 |
|
| pr@amg.com |
AMG Reports Financial and Operating Results
for the Fourth Quarter and Full Year 2011
Company Reports Economic EPS of $1.76; EPS of $0.77 for Fourth Quarter,
Economic EPS of $6.62; EPS of $3.11 for Full Year 2011
BOSTON, January 31, 2012 — Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the fourth quarter and full year 2011.
For the fourth quarter of 2011, Economic earnings per share (“Economic EPS”) were $1.76, compared to $2.02 for the same period of 2010, while diluted earnings per share for the fourth quarter of 2011 were $0.77, compared to $1.18 for the same period of 2010. For the fourth quarter of 2011, Economic Net Income was $92.5 million, compared to $106.6 million for the same period of 2010. For the fourth quarter of 2011, Net Income was $40.3 million, compared to $62.0 million for the same period of 2010. (Economic EPS and Economic Net Income are defined in the attached tables.)
For the fourth quarter of 2011, revenue was $402.4 million, compared to $420.8 million for the same period of 2010. For the fourth quarter of 2011, EBITDA was $116.3 million, compared to $152.1 million for the same period of 2010.
For the year ended December 31, 2011, Economic Net Income was $351.0 million, while EBITDA was $471.3 million. For the same period, Net Income was $164.9 million, on revenue of $1.7 billion. For the year ended December 31, 2010, Economic Net Income was $299.1 million, while EBITDA was $404.4 million. For the same period, Net Income was $138.6 million, on revenue of $1.4 billion.
Net client cash flows for the fourth quarter of 2011 were $4.1 billion, and flows for the year ended December 31, 2011 were $23 billion. The aggregate assets under management of AMG’s affiliated investment management firms were approximately $327 billion at December 31, 2011.
(more)
“Notwithstanding exceptional market volatility in 2011, AMG generated strong organic growth throughout the year,” stated Sean M. Healey, Chairman and Chief Executive Officer of AMG. “Our Economic earnings per share were $1.76 and $6.62 for the fourth quarter and full year, respectively. Despite a challenging market environment which resulted in substantial declines in non-U.S. indices for the full year, including -14.8% in the MSCI EAFE and -20.4% in the MSCI Emerging Markets index, AMG generated solid year-over-year earnings growth — and we continued to deliver outstanding organic growth from net client cash flows, with $23 billion of new client assets in 2011, predominantly in equity and alternative products.”
“With seven consecutive quarters of strong positive net client flows, including $4.1 billion in the fourth quarter, we continue to win new business and market share through our global distribution strategy, which brings our Affiliates’ differentiated, value-added strategies to institutional clients around the world,” Mr. Healey added. “As we see substantial opportunities to gain further momentum, we are continuing to invest in our global platform, adding additional resources in key strategic markets, including Australia, Europe, Asia, and the Middle East with a new office in Dubai. With our industry-leading offerings in highly attractive product areas, as well as the opportunities that we see through our strategic client relationships for incremental new business, we remain confident in our prospects for continued strong organic growth going forward.”
“Against the backdrop of a volatile market environment in 2011, our Affiliates continued to generate alpha across a range of strategies in the most sought-after product areas, including emerging markets equity products at Genesis and Harding Loevner, and global equity strategies at Artemis and Tweedy, Browne — which was recently named Morningstar’s International-Stock Fund Manager of the Year. In addition, alternative managers such as AQR, BlueMountain and ValueAct realized substantial absolute returns, and contributed meaningful performance fees to our earnings.”
“Finally, we continue to make strong progress in our new investments strategy,” Mr. Healey concluded. “Given our outstanding competitive position in a favorable transaction environment, we see substantial opportunities to materially enhance our earnings growth through accretive investments in new Affiliates. Our diverse pipeline of prospects includes traditional, alternative, and wealth management firms globally, and we are uniquely positioned to execute on a broad range of investment opportunities.”
About Affiliated Managers Group
AMG is a global asset management company with equity investments in leading boutique investment management firms. AMG’s innovative partnership approach allows each Affiliate’s management team to own significant equity in their firm while maintaining operational autonomy. AMG’s strategy is to generate growth through the internal growth of existing Affiliates, as well as through investments in new Affiliates. In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations. As of December 31, 2011, the aggregate assets under management of AMG’s Affiliates were approximately $327 billion in more than 350 investment products across a broad range of
investment styles, asset classes and distribution channels. For more information, please visit the Company’s website at www.amg.com.
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 “Risk Factors” set forth in the Company’s Form 10-K for the year ended December 31, 2010.
AMG routinely posts information that may be significant for investors in the Investor Relations section of its website, and encourages investors to consult that section regularly. For additional information, please visit www.amg.com.
Financial Tables Follow
A teleconference will be held with AMG’s management at 11:00 a.m. Eastern time today. Parties interested in listening to the teleconference should dial 1-877-407-9210 (domestic calls) or 1-201-689-8049 (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 also be available for replay beginning approximately one hour after the conclusion of the call. To hear a replay of the call, please dial 1-877-660-6853 (domestic calls) or 1-201-612-7415 (international calls) and provide account number 286 and conference ID 387286. The live call and replay of the session, and additional financial information referenced during the teleconference, can also be accessed via the Web at http://www.amg.com/InvestorRelations/.
###
Affiliated Managers Group, Inc.
Financial Highlights
(in millions, except per share data)
|
| Three Months |
| Three Months |
| ||
|
| Ended |
| Ended |
| ||
|
| 12/31/10 |
| 12/31/11 |
| ||
|
|
|
|
|
| ||
Revenue |
| $ | 420.8 |
| $ | 402.4 |
|
|
|
|
|
|
| ||
Net Income (controlling interest) |
| $ | 62.0 |
| $ | 40.3 |
|
|
|
|
|
|
| ||
Economic Net Income (A) |
| $ | 106.6 |
| $ | 92.5 |
|
|
|
|
|
|
| ||
EBITDA (B) |
| $ | 152.1 |
| $ | 116.3 |
|
|
|
|
|
|
|
|
|
Average shares outstanding - diluted |
| 52.7 |
| 52.6 |
| ||
|
|
|
|
|
| ||
Earnings per share - diluted |
| $ | 1.18 |
| $ | 0.77 |
|
|
|
|
|
|
| ||
Average shares outstanding - adjusted diluted (C) |
| 52.7 |
| 52.6 |
| ||
|
|
|
|
|
| ||
Economic earnings per share (C) |
| $ | 2.02 |
| $ | 1.76 |
|
|
| December 31, |
| December 31, |
| ||
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 313.3 |
| $ | 449.5 |
|
|
|
|
|
|
| ||
Senior bank debt |
| $ | 460.0 |
| $ | 250.0 |
|
|
|
|
|
|
| ||
Senior convertible securities (D) |
| $ | 422.1 |
| $ | 435.6 |
|
|
|
|
|
|
| ||
Junior convertible trust preferred securities (D) |
| $ | 509.9 |
| $ | 512.6 |
|
|
|
|
|
|
| ||
Stockholders’ equity |
| $ | 1,800.0 |
| $ | 1,866.0 |
|
(more)
Affiliated Managers Group, Inc.
Financial Highlights
(in millions, except per share data)
|
| Year |
| Year |
| ||
|
| Ended |
| Ended |
| ||
|
| 12/31/10 |
| 12/31/11 |
| ||
|
|
|
|
|
| ||
Revenue |
| $ | 1,358.2 |
| $ | 1,704.8 |
|
|
|
|
|
|
| ||
Net Income (controlling interest) |
| $ | 138.6 |
| $ | 164.9 |
|
|
|
|
|
|
| ||
Economic Net Income (A) |
| $ | 299.1 |
| $ | 351.0 |
|
|
|
|
|
|
| ||
EBITDA (B) |
| $ | 404.4 |
| $ | 471.3 |
|
|
|
|
|
|
| ||
Average shares outstanding - diluted |
| 49.4 |
| 53.0 |
| ||
|
|
|
|
|
| ||
Earnings per share - diluted |
| $ | 2.81 |
| $ | 3.11 |
|
|
|
|
|
|
| ||
Average shares outstanding - adjusted diluted (C) |
| 49.1 |
| 53.0 |
| ||
|
|
|
|
|
| ||
Economic earnings per share (C) |
| $ | 6.09 |
| $ | 6.62 |
|
(more)
Affiliated Managers Group, Inc.
Reconciliations of Earnings Per Share Calculation
(in millions, except per share data)
|
| Three Months |
| Three Months |
| ||
|
| Ended |
| Ended |
| ||
|
| 12/31/10 |
| 12/31/11 |
| ||
|
|
|
|
|
| ||
Net Income (controlling interest) |
| $ | 62.0 |
| $ | 40.3 |
|
Convertible securities interest expense, net (E) |
| — |
| — |
| ||
Net Income (controlling interest), as adjusted |
| $ | 62.0 |
| $ | 40.3 |
|
|
|
|
|
|
| ||
Average shares outstanding - diluted |
| 52.7 |
| 52.6 |
| ||
|
|
|
|
|
| ||
Earnings per share - diluted |
| $ | 1.18 |
| $ | 0.77 |
|
|
| Year |
| Year |
| ||
|
| Ended |
| Ended |
| ||
|
| 12/31/10 |
| 12/31/11 |
| ||
|
|
|
|
|
| ||
Net Income (controlling interest) |
| $ | 138.6 |
| $ | 164.9 |
|
Convertible securities interest expense, net (E) |
| 0.1 |
| — |
| ||
Net Income (controlling interest), as adjusted |
| $ | 138.7 |
| $ | 164.9 |
|
|
|
|
|
|
| ||
Average shares outstanding - diluted |
| 49.4 |
| 53.0 |
| ||
|
|
|
|
|
| ||
Earnings per share - diluted |
| $ | 2.81 |
| $ | 3.11 |
|
(more)
Affiliated Managers Group, Inc.
Reconciliations of Average Shares Outstanding
(in millions)
|
| Three Months |
| Three Months |
|
|
| Ended |
| Ended |
|
|
| 12/31/10 |
| 12/31/11 |
|
|
|
|
|
|
|
Average shares outstanding - diluted |
| 52.7 |
| 52.6 |
|
Assumed issuance of 2008 Senior Convertible Notes shares |
| — |
| — |
|
Assumed issuance of Trust Preferred shares |
| — |
| — |
|
Dilutive impact of 2008 Senior Convertible Notes shares |
| — |
| — |
|
Dilutive impact of Trust Preferred shares |
| — |
| — |
|
Average shares outstanding - adjusted diluted (C) |
| 52.7 |
| 52.6 |
|
|
| Year |
| Year |
|
|
| Ended |
| Ended |
|
|
| 12/31/10 |
| 12/31/11 |
|
|
|
|
|
|
|
Average shares outstanding - diluted |
| 49.4 |
| 53.0 |
|
Assumed issuance of LYONS shares |
| (0.4 | ) | — |
|
Assumed issuance of 2008 Senior Convertible Notes shares |
| — |
| — |
|
Assumed issuance of Trust Preferred shares |
| — |
| — |
|
Dilutive impact of LYONS shares |
| 0.1 |
| — |
|
Dilutive impact of 2008 Senior Convertible Notes shares |
| — |
| — |
|
Dilutive impact of Trust Preferred shares |
| — |
| — |
|
Average shares outstanding - adjusted diluted (C) |
| 49.1 |
| 53.0 |
|
(more)
Affiliated Managers Group, Inc.
Operating Results
(in millions)
Assets Under Management
Statement of Changes - Quarter to Date
|
| Mutual |
| Institutional |
| High Net |
| Total |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Assets under management, September 30, 2011 |
| $ | 79,354 |
| $ | 192,479 |
| $ | 34,046 |
| $ | 305,879 |
|
Client cash inflows |
| 6,417 |
| 9,324 |
| 2,177 |
| 17,918 |
| ||||
Client cash outflows |
| (5,756 | ) | (6,234 | ) | (1,872 | ) | (13,862 | ) | ||||
Net client cash flows |
| 661 |
| 3,090 |
| 305 |
| 4,056 |
| ||||
Investment performance |
| 5,207 |
| 10,089 |
| 2,231 |
| 17,527 |
| ||||
Assets under management, December 31, 2011 |
| $ | 85,222 |
| $ | 205,658 |
| $ | 36,582 |
| $ | 327,462 |
|
Statement of Changes - Year to Date
|
| Mutual |
| Institutional |
| High Net |
| Total |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Assets under management, December 31, 2010 |
| $ | 85,243 |
| $ | 200,150 |
| $ | 34,653 |
| $ | 320,046 |
|
Client cash inflows |
| 29,231 |
| 44,460 |
| 7,603 |
| 81,294 |
| ||||
Client cash outflows |
| (23,761 | ) | (28,010 | ) | (6,599 | ) | (58,370 | ) | ||||
Net client cash flows |
| 5,470 |
| 16,450 |
| 1,004 |
| 22,924 |
| ||||
Investment performance |
| (5,269 | ) | (10,942 | ) | 925 |
| (15,286 | ) | ||||
Other (F) |
| (222 | ) | — |
| — |
| (222 | ) | ||||
Assets under management, December 31, 2011 |
| $ | 85,222 |
| $ | 205,658 |
| $ | 36,582 |
| $ | 327,462 |
|
(more)
Affiliated Managers Group, Inc.
Operating Results
(in millions)
Financial Results
|
| Three |
|
|
| Three |
|
|
| ||
|
| Months |
|
|
| Months |
|
|
| ||
|
| Ended |
| Percent |
| Ended |
| Percent |
| ||
|
| 12/31/10 |
| of Total |
| 12/31/11 |
| of Total |
| ||
Revenue |
|
|
|
|
|
|
|
|
| ||
Mutual Fund |
| $ | 181.1 |
| 43% |
| $ | 168.0 |
| 42% |
|
Institutional |
| 204.1 |
| 49% |
| 200.8 |
| 50% |
| ||
High Net Worth |
| 35.6 |
| 8% |
| 33.6 |
| 8% |
| ||
|
| $ | 420.8 |
| 100% |
| $ | 402.4 |
| 100% |
|
|
|
|
|
|
|
|
|
|
| ||
EBITDA (B) |
|
|
|
|
|
|
|
|
| ||
Mutual Fund |
| $ | 40.1 |
| 26% |
| $ | 30.2 |
| 26% |
|
Institutional |
| 97.3 |
| 64% |
| 75.2 |
| 65% |
| ||
High Net Worth |
| 14.7 |
| 10% |
| 10.9 |
| 9% |
| ||
|
| $ | 152.1 |
| 100% |
| $ | 116.3 |
| 100% |
|
|
| Year |
|
|
| Year |
|
|
| ||
|
| Ended |
| Percent |
| Ended |
| Percent |
| ||
|
| 12/31/10 |
| of Total |
| 12/31/11 |
| of Total |
| ||
Revenue |
|
|
|
|
|
|
|
|
| ||
Mutual Fund |
| $ | 578.8 |
| 43% |
| $ | 723.7 |
| 43% |
|
Institutional |
| 649.2 |
| 48% |
| 841.4 |
| 49% |
| ||
High Net Worth |
| 130.2 |
| 9% |
| 139.7 |
| 8% |
| ||
|
| $ | 1,358.2 |
| 100% |
| $ | 1,704.8 |
| 100% |
|
|
|
|
|
|
|
|
|
|
| ||
EBITDA (B) |
|
|
|
|
|
|
|
|
| ||
Mutual Fund |
| $ | 119.4 |
| 29% |
| $ | 151.2 |
| 32% |
|
Institutional |
| 242.3 |
| 60% |
| 288.3 |
| 61% |
| ||
High Net Worth |
| 42.7 |
| 11% |
| 31.8 |
| 7% |
| ||
|
| $ | 404.4 |
| 100% |
| $ | 471.3 |
| 100% |
|
(more)
Affiliated Managers Group, Inc.
Reconciliations of Performance and Liquidity Measures
(in millions)
|
| Three Months |
| Three Months |
| ||
|
| Ended |
| Ended |
| ||
|
| 12/31/10 |
| 12/31/11 |
| ||
|
|
|
|
|
| ||
Net Income (controlling interest) |
| $ | 62.0 |
| $ | 40.3 |
|
Intangible amortization |
| 26.2 |
| 36.1 |
| ||
Intangible-related deferred taxes |
| 12.6 |
| 7.0 |
| ||
Imputed interest and contingent payment adjustments |
| 4.0 |
| 1.6 |
| ||
Affiliate equity expense |
| 1.8 |
| 7.5 |
| ||
Economic Net Income (A) |
| $ | 106.6 |
| $ | 92.5 |
|
|
|
|
|
|
| ||
Cash flow from operations |
| $ | 129.2 |
| $ | 160.6 |
|
Interest expense, net of non-cash items |
| 15.5 |
| 16.4 |
| ||
Current tax provision |
| 26.3 |
| 13.1 |
| ||
Income from equity method investments, net of distributions |
| 42.7 |
| 22.9 |
| ||
Changes in assets and liabilities and other adjustments |
| (61.6 | ) | (96.7 | ) | ||
EBITDA (B) |
| $ | 152.1 |
| $ | 116.3 |
|
Holding company expenses |
| 23.1 |
| 21.0 |
| ||
EBITDA Contribution |
| $ | 175.2 |
| $ | 137.3 |
|
|
| Year |
| Year |
| ||
|
| Ended |
| Ended |
| ||
|
| 12/31/10 |
| 12/31/11 |
| ||
|
|
|
|
|
| ||
Net Income (controlling interest) |
| $ | 138.6 |
| $ | 164.9 |
|
Intangible amortization |
| 85.9 |
| 117.0 |
| ||
Intangible-related deferred taxes |
| 47.5 |
| 43.2 |
| ||
Imputed interest and contingent payment adjustments |
| 13.2 |
| 14.7 |
| ||
Affiliate equity expense |
| 7.1 |
| 11.2 |
| ||
Affiliate depreciation |
| 6.8 |
| — |
| ||
Economic Net Income (A) |
| $ | 299.1 |
| $ | 351.0 |
|
|
|
|
|
|
| ||
Cash flow from operations |
| $ | 480.7 |
| $ | 714.8 |
|
Interest expense, net of non-cash items |
| 58.5 |
| 65.7 |
| ||
Current tax provision |
| 42.1 |
| 45.0 |
| ||
Income from equity method investments, net of distributions |
| 43.9 |
| (22.7 | ) | ||
Changes in assets and liabilities and other adjustments |
| (220.8 | ) | (331.5 | ) | ||
EBITDA (B) |
| $ | 404.4 |
| $ | 471.3 |
|
Holding company expenses |
| 84.8 |
| 82.1 |
| ||
EBITDA Contribution |
| $ | 489.2 |
| $ | 553.4 |
|
(more)
Affiliated Managers Group, Inc.
Consolidated Statements of Income
(in millions, except per share data)
|
| Three Months Ended |
| Year Ended |
| ||||||||
|
| December 31, |
| December 31, |
| ||||||||
|
| 2010 |
| 2011 |
| 2010 |
| 2011 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 420.8 |
| $ | 402.4 |
| $ | 1,358.2 |
| $ | 1,704.8 |
|
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
Compensation and related expenses |
| 181.0 |
| 173.9 |
| 594.5 |
| 718.8 |
| ||||
Selling, general and administrative |
| 93.9 |
| 89.2 |
| 284.6 |
| 350.8 |
| ||||
Amortization of intangible assets (G) |
| 21.0 |
| 31.3 |
| 60.0 |
| 97.7 |
| ||||
Depreciation and other amortization |
| 4.0 |
| 3.4 |
| 14.1 |
| 15.0 |
| ||||
Other operating expenses |
| 6.9 |
| 9.4 |
| 31.0 |
| 36.4 |
| ||||
|
| 306.8 |
| 307.2 |
| 984.2 |
| 1,218.7 |
| ||||
Operating income |
| 114.0 |
| 95.2 |
| 374.0 |
| 486.1 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-operating (income) and expenses: |
|
|
|
|
|
|
|
|
| ||||
Investment and other (income) loss (H) |
| (7.9 | ) | (1.8 | ) | (22.9 | ) | 5.0 |
| ||||
Income from equity method investments |
| (49.0 | ) | (32.6 | ) | (77.5 | ) | (72.7 | ) | ||||
Investment loss from Affiliate |
| — |
| — |
| 4.5 |
| — |
| ||||
Interest expense |
| 17.4 |
| 18.2 |
| 66.2 |
| 73.8 |
| ||||
Imputed interest expense (J) |
| 7.6 |
| 2.4 |
| 24.9 |
| 27.3 |
| ||||
|
| (31.9 | ) | (13.8 | ) | (4.8 | ) | 33.4 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income before income taxes |
| 145.9 |
| 109.0 |
| 378.8 |
| 452.7 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income taxes (K) |
| 38.6 |
| 19.9 |
| 91.5 |
| 93.1 |
| ||||
Net income |
| 107.3 |
| 89.1 |
| 287.3 |
| 359.6 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income (non-controlling interests) |
| (45.3 | ) | (48.8 | ) | (153.1 | ) | (194.7 | ) | ||||
Net loss (non-controlling interests |
| — |
| — |
| 4.4 |
| — |
| ||||
Net Income (controlling interest) |
| $ | 62.0 |
| $ | 40.3 |
| $ | 138.6 |
| $ | 164.9 |
|
|
|
|
|
|
|
|
|
|
| ||||
Average shares outstanding - basic |
| 51.5 |
| 51.5 |
| 47.4 |
| 51.8 |
| ||||
Average shares outstanding - diluted |
| 52.7 |
| 52.6 |
| 49.4 |
| 53.0 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Earnings per share - basic |
| $ | 1.20 |
| $ | 0.78 |
| $ | 2.92 |
| $ | 3.18 |
|
Earnings per share - diluted |
| $ | 1.18 |
| $ | 0.77 |
| $ | 2.81 |
| $ | 3.11 |
|
(more)
Affiliated Managers Group, Inc.
Consolidated Balance Sheets
(in millions)
|
| December 31, |
| December 31, |
| ||
|
| 2010 |
| 2011 |
| ||
Assets |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 313.3 |
| $ | 449.5 |
|
Investment advisory fees receivable |
| 236.4 |
| 214.9 |
| ||
Investments in marketable securities |
| 116.0 |
| 100.4 |
| ||
Unsettled fund share receivables |
| 42.0 |
| 34.5 |
| ||
Prepaid expenses and other current assets |
| 61.7 |
| 77.1 |
| ||
Total current assets |
| 769.4 |
| 876.4 |
| ||
|
|
|
|
|
| ||
Fixed assets, net |
| 67.7 |
| 69.1 |
| ||
Equity investments in Affiliates |
| 678.9 |
| 615.8 |
| ||
Acquired client relationships, net |
| 1,424.2 |
| 1,321.1 |
| ||
Goodwill |
| 2,131.2 |
| 2,117.3 |
| ||
Other assets |
| 219.8 |
| 219.2 |
| ||
Total assets |
| $ | 5,291.2 |
| $ | 5,218.9 |
|
|
|
|
|
|
| ||
Liabilities and Equity |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable and accrued liabilities |
| $ | 252.8 |
| $ | 353.7 |
|
Unsettled fund share payables |
| 39.8 |
| 40.8 |
| ||
Payables to related party |
| 114.8 |
| 33.2 |
| ||
Total current liabilities |
| 407.4 |
| 427.7 |
| ||
|
|
|
|
|
| ||
Senior bank debt |
| 460.0 |
| 250.0 |
| ||
Senior convertible securities (D) |
| 422.1 |
| 435.6 |
| ||
Junior convertible trust preferred securities (D) |
| 509.9 |
| 512.6 |
| ||
Deferred income taxes |
| 495.4 |
| 495.9 |
| ||
Other long-term liabilities |
| 207.8 |
| 145.7 |
| ||
Total liabilities |
| 2,502.6 |
| 2,267.5 |
| ||
|
|
|
|
|
| ||
Redeemable non-controlling interests |
| 406.3 |
| 451.8 |
| ||
|
|
|
|
|
| ||
Equity: |
|
|
|
|
| ||
Common stock |
| 0.5 |
| 0.5 |
| ||
Additional paid-in capital |
| 980.5 |
| 927.5 |
| ||
Accumulated other comprehensive income |
| 100.5 |
| 50.0 |
| ||
Retained earnings |
| 1,011.8 |
| 1,176.7 |
| ||
|
| 2,093.3 |
| 2,154.7 |
| ||
Less treasury stock, at cost |
| (293.3 | ) | (288.7 | ) | ||
Total stockholders’ equity |
| 1,800.0 |
| 1,866.0 |
| ||
|
|
|
|
|
| ||
Non-controlling interests |
| 582.3 |
| 633.6 |
| ||
Total equity |
| 2,382.3 |
| 2,499.6 |
| ||
Total liabilities and equity |
| $ | 5,291.2 |
| $ | 5,218.9 |
|
(more)
Affiliated Managers Group, Inc.
Consolidated Statements of Cash Flow
(in millions)
|
| Three Months Ended |
| Year Ended |
| ||||||||
|
| December 31, |
| December 31, |
| ||||||||
|
| 2010 |
| 2011 |
| 2010 |
| 2011 |
| ||||
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
| ||||
Net income |
| $ | 107.3 |
| $ | 89.1 |
| $ | 287.3 |
| $ | 359.6 |
|
Adjustments to reconcile Net income to net cash flow from operating activities: |
|
|
|
|
|
|
|
|
| ||||
Amortization of intangible assets |
| 21.0 |
| 31.3 |
| 60.0 |
| 97.7 |
| ||||
Amortization of issuance costs |
| 2.0 |
| 1.8 |
| 7.6 |
| 8.1 |
| ||||
Depreciation and other amortization |
| 4.0 |
| 3.4 |
| 14.1 |
| 15.0 |
| ||||
Deferred income tax provision |
| 11.1 |
| 3.5 |
| 35.4 |
| 35.2 |
| ||||
Imputed interest expense |
| 7.6 |
| 2.4 |
| 24.9 |
| 27.3 |
| ||||
Income from equity method investments, net of amortization |
| (49.0 | ) | (32.6 | ) | (77.5 | ) | (72.7 | ) | ||||
Distributions received from equity method investments |
| 14.3 |
| 17.9 |
| 65.8 |
| 128.3 |
| ||||
Tax benefit from exercise of stock options |
| 1.0 |
| 0.2 |
| 4.5 |
| 1.1 |
| ||||
Share-based compensation |
| 9.1 |
| 11.1 |
| 19.5 |
| 30.3 |
| ||||
Affiliate equity expense |
| 4.2 |
| 13.1 |
| 14.5 |
| 22.1 |
| ||||
Other adjustments |
| (0.5 | ) | 1.9 |
| 8.5 |
| 18.1 |
| ||||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
| ||||
(Increase) decrease in investment advisory fees receivable |
| (37.1 | ) | 4.3 |
| (49.2 | ) | 22.5 |
| ||||
(Increase) decrease in prepaids and other current assets |
| (2.4 | ) | 6.3 |
| (3.4 | ) | (2.8 | ) | ||||
(Increase) decrease in other assets |
| 8.5 |
| 0.2 |
| (1.3 | ) | (2.8 | ) | ||||
Decrease in unsettled fund shares receivable |
| 14.7 |
| 22.6 |
| 14.1 |
| 5.9 |
| ||||
Increase (decrease) in unsettled fund shares payable |
| (14.1 | ) | (5.0 | ) | (10.5 | ) | 2.0 |
| ||||
Increase (decrease) in accounts payable, accrued liabilities and other long-term liabilities |
| 27.5 |
| (10.9 | ) | 66.4 |
| 19.9 |
| ||||
Cash flow from operating activities |
| 129.2 |
| 160.6 |
| 480.7 |
| 714.8 |
| ||||
Cash flow used in investing activities: |
|
|
|
|
|
|
|
|
| ||||
Investments in Affiliates |
| (112.1 | ) | — |
| (916.1 | ) | (13.3 | ) | ||||
Purchase of fixed assets |
| (3.4 | ) | (7.7 | ) | (8.8 | ) | (16.1 | ) | ||||
Purchase of investment securities |
| (20.8 | ) | (0.8 | ) | (64.0 | ) | (51.7 | ) | ||||
Sale of investment securities |
| 3.3 |
| — |
| 15.1 |
| 12.6 |
| ||||
Cash flow used in investing activities |
| (133.0 | ) | (8.5 | ) | (973.8 | ) | (68.5 | ) | ||||
Cash flow from (used in) financing activities: |
|
|
|
|
|
|
|
|
| ||||
Borrowings of senior bank debt |
| 169.0 |
| 250.0 |
| 1,191.5 |
| 360.0 |
| ||||
Repayments of senior bank debt |
| (80.0 | ) | (210.0 | ) | (731.5 | ) | (570.0 | ) | ||||
Issuance of common stock |
| 10.3 |
| 6.8 |
| 46.4 |
| 28.0 |
| ||||
Repurchase of common stock |
| — |
| (13.0 | ) | — |
| (61.0 | ) | ||||
Issuance costs |
| (0.6 | ) | (5.1 | ) | (0.9 | ) | (13.6 | ) | ||||
Excess tax benefit from exercise of stock options |
| 3.4 |
| 2.2 |
| 10.1 |
| 7.1 |
| ||||
Settlement of treasury lock |
| — |
| (4.7 | ) | — |
| (0.8 | ) | ||||
Settlement of forward equity sale agreement |
| — |
| — |
| 294.7 |
| — |
| ||||
Note payments |
| 2.9 |
| 8.3 |
| (28.8 | ) | (72.7 | ) | ||||
Distributions to non-controlling interests |
| (23.6 | ) | (54.1 | ) | (100.7 | ) | (172.9 | ) | ||||
Affiliate equity issuances and repurchases |
| (19.6 | ) | (6.6 | ) | (135.8 | ) | (13.4 | ) | ||||
Cash flow from (used in) financing activities |
| 61.8 |
| (26.2 | ) | 545.0 |
| (509.3 | ) | ||||
Effect of foreign exchange rate changes on cash and cash equivalents |
| (0.1 | ) | 0.3 |
| 1.9 |
| (0.8 | ) | ||||
Net increase in cash and cash equivalents |
| 57.9 |
| 126.2 |
| 53.8 |
| 136.2 |
| ||||
Cash and cash equivalents at beginning of period |
| 255.4 |
| 323.3 |
| 259.5 |
| 313.3 |
| ||||
Cash and cash equivalents at end of period |
| $ | 313.3 |
| $ | 449.5 |
| $ | 313.3 |
| $ | 449.5 |
|
(more)
Affiliated Managers Group, Inc.
Notes
(in millions, except per share data)
(A) Under our Economic Net Income definition, we add to Net Income (controlling interest) amortization (including equity method amortization), deferred taxes related to intangible assets, non-cash imputed interest expense (principally related to the accounting for convertible securities and contingent payment arrangements) and Affiliate equity expense. We consider Economic Net Income an important measure of our financial performance, as we believe it best represents operating performance before non-cash expenses relating to the acquisition of interests in our affiliated investment management firms, and it is therefore employed as our principal performance benchmark. This non-GAAP performance measure is provided in addition to, but not as a substitute for, Net Income. Economic Net Income is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP.
We add back amortization attributable to acquired client relationships because this expense does not correspond to the changes in the value of these assets, which do not diminish predictably over time. The portion of deferred taxes generally attributable to intangible assets (including goodwill) that are no longer amortized but continue to generate tax deductions is added back because we believe it is unlikely these accruals will be used to settle material tax obligations. We add back non-cash expenses relating to certain transfers of equity between Affiliate management partners when these transfers have no dilutive effect to shareholders.
In the fourth quarter of 2010, we modified our Economic Net Income definition to no longer add back Affiliate depreciation to Net Income (controlling interest). If we had applied this definition change to our results in the first quarter of 2010, Economic earnings per share for the year ended December 31, 2010 would have been $5.95 (as compared to $6.09).
(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, we believe EBITDA is useful as an indicator of our ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by us, 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) Economic earnings per share represents Economic Net Income divided by the adjusted diluted average shares outstanding. In this calculation, the potential share issuance in connection with our 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. We believe 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 we are relieved of our debt obligation. This method does not take into account any increase or decrease in our cost of capital in an assumed conversion. Economic earnings per share is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP.
(more)
(D) We have bifurcated our convertible debt securities into their debt and equity components on our balance sheet. The principal amount at maturity of the senior convertible notes due 2038 was $460.0 at December 31, 2010 and December 31, 2011. The principal amount at maturity of the junior convertible trust preferred securities was $730.8 at December 31, 2010 and December 31, 2011, comprised of $300.0 due 2036 and $430.8 due 2037.
(E) Convertible securities interest expense, net, includes the interest expense, net of tax, associated with our dilutive convertible securities.
(F) Other includes assets under management attributable to Affiliate product transitions, new investment client transitions and transfers of our interests in certain Affiliated investment management firms, the financial effects of which are not material to our ongoing results.
(G) In the fourth quarter of 2011, we reduced the carrying value of certain of our indefinite-lived intangible assets and, accordingly, recorded an expense of $9.2.
(H) Economic earnings per share for the year ended December 31, 2011 includes a $0.15 write-off of a minority investment related to the establishment of our wealth management subsidiary.
(I) In prior periods, income from consolidated investment partnerships was presented as Investment income (loss) from Affiliate investments in partnerships in the Consolidated Statements of Income. A majority of these assets were held by investors that were unrelated to us, and their portion of the income (loss) was reported as Net income (loss) (non-controlling interests in partnerships). In the third quarter of 2010 we deconsolidated these partnerships.
(J) In the fourth quarter of 2011, we reduced our current estimate of potential contingent payment obligations and, accordingly, recorded a gain of $4.8.
(K) As described in Note (G), we reduced the carrying value of certain of our indefinite-lived intangible assets during the quarter. In addition, we recorded a 1% reduction in the United Kingdom corporate tax rate. Together, the tax effect of these items resulted in a $6.1 decrease in our intangible-related deferred taxes.
Our consolidated income tax provision includes taxes attributable to controlling interests, and to a lesser extent, taxes attributable to non-controlling interests, as follows:
|
| Three Months Ended |
| Year Ended |
| ||||||||
|
| December 31, |
| December 31, |
| ||||||||
|
| 2010 |
| 2011 |
| 2010 |
| 2011 |
| ||||
Current income taxes |
| $ | 26.3 |
| $ | 13.1 |
| $ | 42.1 |
| $ | 45.0 |
|
Intangible-related deferred taxes |
| 12.6 |
| 7.0 |
| 47.5 |
| 43.2 |
| ||||
Other deferred taxes |
| (0.8 | ) | (2.3 | ) | (9.3 | ) | (4.0 | ) | ||||
Taxes attributable to controlling interests |
| 38.1 |
| 17.8 |
| 80.3 |
| 84.2 |
| ||||
Taxes attributable to non-controlling interests |
| 0.5 |
| 2.1 |
| 11.2 |
| 8.9 |
| ||||
Total income taxes |
| $ | 38.6 |
| $ | 19.9 |
| $ | 91.5 |
| $ | 93.1 |
|
|
|
|
|
|
|
|
|
|
| ||||
Income before taxes (controlling interests) |
| $ | 100.1 |
| $ | 58.1 |
| $ | 218.9 |
| $ | 249.1 |
|
|
|
|
|
|
|
|
|
|
| ||||
Effective tax rate* |
| 38.1 | % | 30.6 | % | 36.7 | % | 33.8 | % | ||||
* Taxes attributable to controlling interests divided by controlling interest share of the consolidated income before taxes.