-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q8aHOAWjEfujEyxFkA0/x21FyhAgQ8WP48+twzkB/2ZjRz32MhjnGs3dE/nfdI7J htbjsJ0eOYPqjgrKU1s2fA== 0000912057-00-003544.txt : 20000203 0000912057-00-003544.hdr.sgml : 20000203 ACCESSION NUMBER: 0000912057-00-003544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000202 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFILIATED MANAGERS GROUP INC CENTRAL INDEX KEY: 0001004434 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 043218510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13459 FILM NUMBER: 520717 BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PLACE STREET 2: 23RD FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177473300 MAIL ADDRESS: STREET 1: TWO INTERNATIONAL PL STREET 2: 23RD FL CITY: BOSTON STATE: MA ZIP: 02110 8-K 1 8-K FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------------------------------- Date of Report (Date of earliest event reported): February 2, 2000 AFFILIATED MANAGERS GROUP, INC. ------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 0001-13459 043218510 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.) Two International Place, 23rd Floor, Boston, MA 02110 ------------------------------------------------------------- (Address of principal executive offices) (Zip code) (617) 747-3300 ------------------------------------------------------ (Registrant's telephone number, including area code) Item 5. Other Events Registrant is filing this Form 8-K in order to file a current earnings press release. By this filing, Registrant is not establishing the practice of filing all earnings press releases in the future and may discontinue such filings at any time. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99.1 -- Press Release issued on January 26, 2000 by Affiliated Managers Group, Inc. 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 hereunto duly authorized. AFFILIATED MANAGERS GROUP, INC. ------------------------------- (Registrant) Date: February 2, 2000 /s/ Darrell W. Crate ------------------------------- DARRELL W. CRATE Senior Vice President Chief Financial Officer and Treasurer (and also as Principal Financial and Accounting Officer) Exhibits A. Press Release issued on January 26, 2000 by Affiliated Managers Group, Inc. EX-99.1 2 EX-99.1 Exhibit 99.1 Affiliated Managers Group Reports Fourth Quarter and Full Year 1999 Results January 26, 2000 Page 1 of 6 Contact: Darrell W. Crate Affiliated Managers Group, Inc. (617) 747-3300 AMG REPORTS FINANCIAL AND OPERATING RESULTS FOR FOURTH QUARTER AND FULL YEAR 1999 COMPANY REPORTS 4Q99 EPS INCREASE OF 300% OVER 4Q98 FULL YEAR CASH EPS OF $4.33 AND EPS OF $3.18 BOSTON, MA, JANUARY 26, 2000 -- Affiliated Managers Group, Inc. (NYSE:AMG), an asset management holding company, today reported its financial and operating results for the fourth quarter and full year 1999. Diluted earnings per share for the fourth quarter of 1999 were $1.92, a 300% increase over diluted earnings per share of $0.48 for the fourth quarter of 1998. Cash net income ("EBITDA as adjusted," as defined in Note B to the attached Summary Financial Data) for the fourth quarter of 1999 grew 192% to $2.22 per share, as compared to $0.76 per share for the fourth quarter of 1998. Aggregate net income for the fourth quarter of 1999 was $44.7 million, an increase of 381% compared to $9.3 million for the fourth quarter of 1998. "EBITDA" (as defined in Note A to the attached Summary Financial Data) for the fourth quarter of 1999 was $92.0 million, a 283% increase versus $24.0 million for the fourth quarter of 1998, and revenues for the fourth quarter of 1999 were $286.6 million, a 257% increase versus $80.3 million for the fourth quarter of 1998. The revenues, EBITDA and net income for the fourth quarter of 1999 include substantial performance fees earned by several Affiliates, principally Essex Investment Management Company, LLC. These performance fees are inherently dependent upon investment results and therefore may not recur to the same magnitude in future years. For the year ended December 31, 1999, net income was $72.2 million and cash net income was $98.3 million, or $3.18 and $4.33 per share on a diluted basis, respectively, on revenues of $518.7 million. EBITDA for the same period was $166.8 million. For the year ended December 31, 1998, net income was $25.6 million and cash net income was $45.7 million, or $1.33 and $2.38 per share on a diluted basis, respectively, on revenues of $238.5 million. EBITDA was $76.3 million for the year ended December 31, 1998. (MORE) Affiliated Managers Group Reports Fourth Quarter and Full Year 1999 Results January 26, 2000 Page 2 of 6 Assets under management among AMG's Affiliates at December 31, 1999 were $87.0 billion (pro forma for Frontier Capital Management Company, LLC ("Frontier"), which closed on January 18, 2000), compared to $69.9 billion at September 30, 1999. Aggregate net client cash flows from directly managed assets were positive $494 million for the year, although those for the fourth quarter were negative $981 million. Overlay assets (which generally carry lower fees than directly managed assets) increased by $447 million for the quarter and declined by $1.1 billion for the year. "We are pleased with our financial and operating results for the fourth quarter and full year 1999," stated William J. Nutt, Chairman and Chief Executive Officer of AMG. "This year's performance is another example of how the breadth and diversity of our Affiliates continue to help drive earnings growth." Mr. Nutt continued, "In particular, we benefited from our exposure to the growth equity sector of the market in 1999, although we are also pleased with the performance of our value-oriented and other Affiliates for the year." "In addition to the outstanding performance of our existing Affiliates, we continued to successfully execute our strategy of generating growth through investments in new Affiliates," added Sean M. Healey, AMG's President and Chief Operating Officer. "We completed investments in AMG's 14th and 15th Affiliates, The Managers Funds LLC in April 1999 and Frontier in January 2000. Since the closing of our investment in The Managers Funds LLC, assets under management in its pre-existing business have grown 50%. Together with AMG during the fourth quarter, the firm launched the first series of Managers AMG Funds, a no-load mutual fund family managed and distributed by The Managers Funds LLC and sub-advised by AMG's other Affiliates. Similarly, Frontier's growth in assets under management has been impressive. Since the date of the announcement of our investment in October 1999, the firm's assets have grown from $4.0 billion to $5.0 billion." Mr. Healey continued, "We also assisted one of our Affiliates, First Quadrant, L.P., in acquiring an excellent London-based firm, Objective Asset Management Ltd., during the fourth quarter." AMG addresses the succession and transition issues facing the principals of growing mid-sized investment management firms. The Company's strategy is to generate growth through investments in new Affiliates, as well as through the internal growth of its existing Affiliates. AMG's innovative transaction structure allows individual members of each Affiliate's management to retain or receive significant direct 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. Affiliated Managers Group Reports Fourth Quarter and Full Year 1999 Results January 26, 2000 Page 3 of 6 (MORE) - -------------------------------------------------------------------------------- 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 INTEREST IN INVESTMENT MANAGEMENT FIRMS, 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, 1998. FINANCIAL TABLES FOLLOW # # # FOR MORE INFORMATION ON AFFILIATED MANAGERS GROUP, PLEASE VISIT AMG'S WEB SITE AT WWW.AMG.COM Affiliated Managers Group Reports Fourth Quarter and Full Year 1999 Results January 26, 2000 Page 4 of 6 Affiliated Managers Group, Inc. Summary Financial Data (dollars in thousands, except as indicated and share and per share data)
Three Months Three Months Ended 12/31/98 Ended 12/31/99 ------------------ ------------------- STATEMENT OF INCOME DATA: Revenues $ 80,293 $ 286,627 Other operating expenses 42,390 155,429 Depreciation and amortization 5,398 6,878 ------------------ -------------------- Operating income 32,505 124,320 Investment and other income (910) (11,698) Interest expense 3,036 2,809 ------------------ -------------------- Income before minority interest and income taxes 30,379 133,209 Minority interest (14,862) (50,937) ------------------ -------------------- Income before income taxes 15,517 82,272 Income tax expense 6,207 37,599 ------------------ -------------------- $ 9,310 $ 44,673 ================== ==================== Average shares outstanding - basic 17,492,720 23,079,572 Average shares outstanding - diluted 19,360,481 23,226,904 Net income per share - basic $ 0.53 $ 1.94 Net income per share - diluted $ 0.48 $ 1.92 OTHER FINANCIAL DATA: EBITDA(A) $ 23,951 $ 91,959 Cash net income ("EBITDA as adjusted")(B) $ 14,708 $ 51,551 Cash net income ("EBITDA as adjusted") per share $ 0.76 2.22 (under same method used to calculate diluted earnings per share)
December 31, December 31, 1998 1999 ------------------ ------------------- BALANCE SHEET DATA: Senior debt $ 212,500 $ 174,500 Subordinated debt 800 800 Stockholders' equity $ 313,655 $ 477,986
(more) Affiliated Managers Group Reports Fourth Quarter and Full Year 1999 Results January 26, 2000 Page 5 of 6 Affiliated Managers Group, Inc. Summary Financial Data (dollars in thousands, except as indicated and share and per share data)
Year Ended Year Ended 12/31/98 12/31/99 ----------- ----------- STATEMENT OF INCOME DATA: Revenues $ 238,494 $ 518,726 Other operating expenses 125,590 279,937 Depreciation and amortization 20,124 26,130 ----------- ----------- Operating income 92,780 212,659 Investment and other income (2,251) (14,237) Interest expense 13,603 11,764 ----------- ----------- Income before minority interest and income taxes 81,428 215,132 Minority interest (38,843) (86,225) ----------- ----------- Income before income taxes 42,585 128,907 Income tax expense 17,034 56,719 ----------- ----------- Net income $ 25,551 $ 72,188 =========== =========== Average shares outstanding - basic 17,582,900 22,180,112 Average shares outstanding - diluted 19,222,831 22,693,016 Net income per share - basic $ 1.45 $ 3.25 Net income per share - diluted $ 1.33 $ 3.18 OTHER FINANCIAL DATA; EDITDA (A) $ 76,312 $ 166,801 Cash net income ("EDITDA as adjusted") (B) $ 45,675 $ 98,318 Cash net income ("EDITDA as adjusted") per share $ 2.38 $ 4.33 (under same method used to calculate diluted earnings per share)
(more) Affiliated Managers Group Reports Fourth Quarter and Full Year 1999 Results January 26, 2000 Page 6 of 6 AFFILIATED MANAGERS GROUP, INC. SUMMARY FINANCIAL DATA (dollars in thousands) SUPPLEMENTAL REPORTED INFORMATION:
Three Months Year Ended Ended 12/31/99 12/31/99 --------------- ---------- Assets under management (at period end, in millions) (C): $ 82,041 $ 82,041 Revenue: $286,627 $518,726 Owners' Allocation (D): $148,590 $266,788 EBITDA Contribution (E): $101,117 $184,454 RECONCILIATION OF EBITDA CONTRIBUTION TO EBITDA: Total EBITDA Contribution (as above) $101,117 $184,454 Less, holding company expenses (9,158) (17,653) -------- -------- EBITDA $ 91,959 $166,801 ======== ========
Notes: (A) EBITDA represents earnings before interest expense, income taxes, depreciation and amortization. (B) Cash net income ("EBITDA as adjusted") represents earnings after interest expense and income taxes but before depreciation and amortization. (C) Excludes assets managed by Frontier Capital Management Company, LLC, in which the Company invested on January 18, 2000. (D) Owners' Allocation represents the portion of an Affiliate's revenues which is allocated to the owners of that Affiliate, including AMG, generally in proportion to their ownership interest, pursuant to the revenue sharing agreement with such Affiliate. (E) EBITDA Contribution represents the portion of an Affiliate's revenues that is allocated to AMG after amounts retained by the Affiliate for compensation and day-to-day operating and overhead expenses, but before the interest, income taxes, depreciation and amortization expenses of the Affiliate. -----END PRIVACY-ENHANCED MESSAGE-----