<PAGE>
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 SEPTEMBER 30, 2000
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.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3218510
-------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
Two International Place, Boston, Massachusetts 02110
----------------------------------------------------
(Address of principal executive offices)
(617) 747-3300
--------------
(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 [ ]
The number of shares outstanding of the Registrant's Common Stock as of
November 10, 2000 was 22,237,181.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, September 30,
1999 2000
------------------ --------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 53,879 $ 49,971
Investment advisory fees receivable.......................... 239,383 63,960
Other current assets ........................................ 6,705 8,991
----------------- --------------------
Total current assets................................... 299,967 122,922
Fixed assets, net............................................... 12,321 21,520
Equity investment in Affiliate.................................. 1,563 1,970
Acquired client relationships, net of accumulated amortization
of $23,202 in 1999 and $31,522 in 2000....................... 186,499 201,142
Goodwill, net of accumulated amortization of $36,103 in 1999
and $47,664 in 2000.......................................... 385,382 445,798
Other assets.................................................... 23,341 21,276
----------------- --------------------
Total assets............................................ $ 909,073 $ 814,628
================= ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities..................... $ 170,299 $ 83,298
----------------- --------------------
Total current liabilities............................... 170,299 83,298
Senior bank debt................................................ 174,500 182,000
Deferred taxes.................................................. 25,346 31,602
Other long-term liabilities..................................... 1,346 2,456
Subordinated debt............................................... 800 800
----------------- --------------------
Total liabilities....................................... 372,291 300,156
Minority interest............................................... 58,796 26,848
Commitments and contingencies................................... --- ---
Stockholders' equity:
Common stock.................................................... 235 235
Additional paid-in capital...................................... 405,883 407,063
Accumulated other comprehensive income.......................... (55) (255)
Accumulated earnings............................................ 83,857 125,727
----------------- --------------------
489,920 532,770
Less treasury shares............................................ (11,934) (45,146)
Total stockholders' equity................................. 477,986 487,624
----------------- --------------------
Total liabilities and stockholders' equity................. $ 909,073 $ 814,628
================= ====================
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
2
<PAGE>
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------------ ------------------------------
1999 2000 1999 2000
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues................................. $ 85,395 $118,205 $ 232,099 $ 343,898
Operating expenses:
Compensation and related expenses..... 30,808 48,485 81,522 133,054
Amortization of intangible assets..... 5,649 6,828 16,500 19,881
Depreciation and other amortization... 861 1,170 2,752 3,107
Selling, general and administrative... 13,655 15,002 36,824 50,389
Other operating expenses.............. 2,168 2,879 6,162 7,711
------------- ------------- ------------- -------------
53,141 74,364 143,760 214,142
------------- ------------- ------------- -------------
Operating income.................. 32,254 43,841 88,339 129,756
Non-operating (income) and expenses:
Investment and other income........... (881) (1,174) (2,539) (3,394)
Interest expense...................... 2,699 4,082 8,955 12,071
------------- ------------- ------------- -------------
1,818 2,908 6,416 8,677
------------- ------------- ------------- -------------
Income before minority interest and
income taxes.......................... 30,436 40,933 81,923 121,079
Minority interest........................ (12,714) (16,564) (35,288) (50,115)
------------- ------------- ------------- -------------
Income before income taxes............... 17,722 24,369 46,635 70,964
Income taxes............................. 7,266 9,991 19,120 29,094
------------- ------------- ------------- -------------
Net income............................... $ 10,456 $ 14,378 $ 27,515 $ 41,870
============= ============= ============= =============
Earnings per share - basic............... $ 0.45 $ 0.65 $ 1.26 $ 1.87
Earnings per share - diluted............. $ 0.45 $ 0.64 $ 1.22 $ 1.84
Average shares outstanding - basic....... 23,282,559 22,142,194 21,876,944 22,349,998
Average shares outstanding - diluted..... 23,403,540 22,642,345 22,517,737 22,763,049
</TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------------- --------------------------------
1999 2000 1999 2000
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Net income $ 10,456 $ 14,378 $ 27,515 $ 41,870
Foreign currency translation
adjustment, net of taxes 104 (52) (11) (200)
------------- -------------- ------------- --------------
Comprehensive income $ 10,560 $ 14,326 $ 27,504 $ 41,670
============= ============== ============= ==============
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
3
<PAGE>
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
---------------------------------
1999 2000
------------- -------------
<S> <C> <C>
Cash flow from operating activities:
Net income................................................................. $ 27,515 $ 41,870
Adjustments to reconcile net income to net cash flow from operating activities:
Amortization of intangible assets.......................................... 16,500 19,881
Depreciation and other amortization........................................ 2,752 3,107
Deferred income tax provision.............................................. 7,165 6,256
Changes in assets and liabilities:
Decrease in investment advisory fees receivable............................ 30,708 184,405
Increase in other current assets........................................... (2,864) (2,181)
Decrease in non-current other receivables.................................. --- 3,203
Decrease in accounts payable, accrued expenses and other liabilities....... (2,932) (91,455)
Decrease in minority interest.............................................. (3,660) (31,948)
------------- ---------------
Cash flow from operating activities................................. 75,184 133,138
------------- ---------------
Cash flow used in investing activities:
Purchase of fixed assets................................................... (3,985) (10,261)
Costs of investments, net of cash acquired................................. (101,382) (101,379)
Distributions received from affiliate equity investment.................... 366 ---
Increase in other assets................................................... (1,381) (426)
Loans to related parties................................................... (3,137) (233)
------------- ---------------
Cash flow used in investing activities............................... (109,519) (112,299)
------------- ---------------
Cash flow from (used in) financing activities:
Borrowings of senior bank debt............................................. 138,800 172,500
Repayments of senior bank debt............................................. (171,800) (165,000)
Repayments of notes payable................................................ (22,000) ---
Issuances of equity securities............................................. 101,322 7,603
Repurchase of stock........................................................ --- (39,635)
Debt issuance costs........................................................ (180) (15)
------------- ---------------
Cash flow from (used in) financing activities........................ 46,142 (24,547)
Effect of foreign exchange rate changes on cash flow.......................... (13) (200)
Net increase (decrease) in cash and cash equivalents.......................... 11,794 (3,908)
Cash and cash equivalents at beginning of period.............................. 23,735 53,879
------------- ---------------
Cash and cash equivalents at end of period.................................... $ 35,529 $ 49,971
============= ===============
Supplemental disclosure of non-cash financing activities:
Conversion of convertible stock to common stock............................ $ 30,992 $ ---
Common stock received for the exercise of stock options.................... $ --- $ 1,027
Capital lease obligations for fixed assets................................. $ --- $ 1,514
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
4
<PAGE>
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 to the
current year 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,
1999 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.
2. RECENT DEVELOPMENTS
Statement of Financial Accounting Standards ("SFAS") No. 137, which
amended the effective date of SFAS No. 133 - Accounting for Derivative
Instruments and Hedging Activities, was issued in June 1999. SFAS No. 138,
which also amended SFAS No. 133, was issued in June 2000. The Company is
required to adopt SFAS No. 133 by January 1, 2001. This statement establishes
accounting and reporting standards requiring that each derivative instrument
is recorded on the balance sheet as either an asset or a liability, measured
at its fair value. The statement requires that changes in a derivative's fair
value are recognized currently in earnings unless specific hedge accounting
criteria are met and such hedge accounting treatment is elected. The Company
believes that the adoption of SFAS No. 133 will not have a material impact on
the Company's financial position, results of operations, earnings per share
or cash flows.
3. INCOME TAXES
A summary of the provision for income taxes is as follows (dollars in
thousands):
<TABLE>
<CAPTION>
Three Months Ended September 30,
-------------------------------------
1999 2000
---------------- ----------------
<S> <C> <C>
Federal: Current............................. $ 3,830 $ 7,313
Deferred............................ 2,372 1,215
State: Current............................. 657 1,275
Deferred............................ 407 188
---------------- ----------------
Provision for income taxes......................... $ 7,266 $ 9,991
================= ================
</TABLE>
5
<PAGE>
4. EARNINGS PER SHARE
The calculation of basic earnings per share is based on the weighted
average of common shares outstanding during the period. The calculation of
diluted earnings per share gives effect to all potential dilution from the
Company's stock option plans. The following is a reconciliation of the
numerators and denominators of the basic and diluted earnings per share
computations.
<TABLE>
<CAPTION>
Three Months Ended September 30,
-------------------------------------
1999 2000
---------------- -----------------
<S> <C> <C>
Numerator:
Net income................................................. $ 10,456,000 $ 14,378,000
Denominator:
Average shares outstanding - basic......................... 23,282,559 22,142,194
Incremental shares for stock options....................... 120,981 500,151
---------------- -----------------
Average shares outstanding - diluted....................... 23,403,540 22,642,345
================ =================
Earnings per share:
Basic...................................................... $ 0.45 $ 0.65
Diluted.................................................... $ 0.45 $ 0.64
</TABLE>
On May 25, 2000, the Company's shareholders approved an increase in
the number of authorized shares of voting Common Stock from 40,000,000 to
80,000,000.
On April 20, 2000, the Company announced that its Board of Directors
had authorized a share repurchase program pursuant to which AMG can
repurchase up to five percent of its issued and outstanding shares of Common
Stock, with the timing of purchases and the amount of stock purchased
determined at the discretion of AMG's management. The Board of Directors
authorized a similar repurchase program in 1999. For the twelve month period
ended September 30, 2000, the Company repurchased a total of 1,413,200 shares
of Common Stock under these two programs.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
WHEN USED IN THIS FORM 10-Q AND IN OUR FUTURE FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, IN OUR PRESS RELEASES AND IN ORAL STATEMENTS
MADE WITH THE APPROVAL OF AN AUTHORIZED EXECUTIVE OFFICER, THE WORDS OR PHRASES
"WILL LIKELY RESULT," "ARE EXPECTED TO," "WILL CONTINUE," "IS ANTICIPATED,"
"BELIEVES," "ESTIMATE," "PROJECT," OR SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO CERTAIN
RISKS AND UNCERTAINTIES, INCLUDING, AMONG OTHERS, THE FOLLOWING:
- OUR PERFORMANCE IS DIRECTLY AFFECTED BY CHANGING CONDITIONS IN THE
FINANCIAL AND SECURITIES MARKETS, AND A DECLINE OR A LACK OF
SUSTAINED GROWTH IN THE FINANCIAL MARKETS MAY RESULT IN DECREASED
ADVISORY FEES OR PERFORMANCE FEES AND A CORRESPONDING DECLINE (OR
LACK OF GROWTH) IN THE CASH FLOW DISTRIBUTABLE TO US FROM OUR
AFFILIATES;
- WE CANNOT BE CERTAIN THAT WE WILL BE SUCCESSFUL IN FINDING OR
INVESTING IN ADDITIONAL INVESTMENT MANAGEMENT FIRMS ON FAVORABLE
TERMS, OR THAT EXISTING AND NEW AFFILIATES WILL HAVE FAVORABLE
OPERATING RESULTS;
- WE WILL NEED TO RAISE CAPITAL BY MAKING LONG-TERM OR SHORT-TERM
BORROWINGS OR BY SELLING SHARES OF OUR STOCK IN ORDER TO FINANCE
INVESTMENTS IN ADDITIONAL INVESTMENT MANAGEMENT FIRMS, AND WE
CANNOT BE SURE THAT SUCH CAPITAL WILL BE AVAILABLE TO US ON
ACCEPTABLE TERMS; AND
- THOSE CERTAIN OTHER FACTORS DISCUSSED UNDER THE CAPTION
"BUSINESS-CAUTIONARY STATEMENTS" IN OUR ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999.
THESE FACTORS (AMONG OTHERS) COULD AFFECT OUR FINANCIAL PERFORMANCE AND
CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL EARNINGS AND THOSE
PRESENTLY ANTICIPATED AND PROJECTED. WE WILL NOT UNDERTAKE AND WE SPECIFICALLY
DISCLAIM ANY OBLIGATION TO RELEASE PUBLICLY THE RESULT OF ANY REVISIONS WHICH
MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES
AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF EVENTS,
WHETHER OR NOT ANTICIPATED. IN THAT RESPECT, WE WISH TO CAUTION READERS NOT TO
PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS
OF THE DATE MADE.
OVERVIEW
We buy and hold equity interests in mid-sized investment management
firms (our "Affiliates") and currently derive all of our revenues from those
firms. We hold investments in 15 Affiliates that in aggregate managed $85.1
billion in assets at September 30, 2000.
We have a revenue sharing arrangement with each of our Affiliates
(other than The Managers Funds LLC ("Managers")) which allocates a specified
percentage of revenues (typically 50-70%) for use by management of that
Affiliate in paying operating expenses, including salaries and bonuses (the
"Operating Allocation"). The remaining portion of revenues of each such
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. At some Affiliates, we receive a guaranteed payment
for the use of our capital or a license fee which in each case is paid from that
portion of revenues which is deemed to be our Owners' Allocation. One of the
purposes of our revenue sharing arrangements is to provide ongoing incentives
for the managers of these Affiliates by allowing them:
- to participate in their firm's growth through their compensation from
the Operating Allocation;
- to receive a portion of the Owners' Allocation based on their
ownership interest in the Affiliate; and
- to control operating expenses, thereby increasing the portion of
the Operating Allocation which is available for growth initiatives
and bonuses for management of such Affiliate.
7
<PAGE>
Under the revenue sharing arrangements, the managers of our Affiliates
have an incentive both to increase revenues of the Affiliate (thereby increasing
the Operating Allocation and their share of the Owners' Allocation) and to
control expenses of the Affiliate (thereby increasing the excess Operating
Allocation).
The revenue sharing arrangements allow us to participate in the revenue
growth of our Affiliates because we receive a portion of the additional revenue
as our share of the Owners' Allocation. However, we participate in that growth
to a lesser extent than the managers of our Affiliates, because we do not share
in the growth of the Operating Allocation.
Under the organizational documents of the Affiliates (other than
Managers), the allocations and distributions of cash to us generally take
priority over the allocations and distributions to the other owners of the
Affiliates. This further protects us if there are any expenses in excess of the
Operating Allocation of an Affiliate. Thus, if an Affiliate's expenses exceed
its Operating Allocation, the excess expenses first reduce the portion of the
Owners' Allocation allocated to the Affiliate's management owners, until that
portion is eliminated, and then reduce the portion allocated to us. We may,
however, waive this requirement in whole or in part, at our discretion. Under
the organizational documents of the Affiliates (other than Managers), any such
reduction in our portion of the Owners' Allocation is required to be paid back
to us out of future Affiliate management Owners' Allocation. Unlike all other
Affiliates, Managers is not subject to a revenue sharing arrangement since we
own substantially the entire firm. As a result, we participate fully in any
increase or decrease in the revenues or expenses of Managers.
The portion of our Affiliates' revenues which is included in their
Operating Allocation and retained by them to pay salaries, bonuses and other
operating expenses, as well as the portion of our Affiliates' revenues which is
included in their Owners' Allocation and distributed to us and the other owners
of the Affiliates, are included as "revenues" in our Consolidated Statements of
Operations. The expenses of our Affiliates which are paid out of the Operating
Allocation, as well as our holding company expenses which we pay out of the
amounts of the Owners' Allocation we receive from the Affiliates, are both
included in "operating expenses" in our Consolidated Statements of Operations.
Since Managers is not subject to a revenue sharing arrangement, all revenues and
expenses of Managers are consolidated into the revenues and operating expenses
in our Consolidated Statements of Operations. The portion of our Affiliates'
revenues which is allocated to owners of the Affiliates other than us is
included in "minority interest" in our Consolidated Statements of Operations.
Our revenues are generally derived from the provision of investment
management services for fees by our Affiliates. Investment management fees are
usually determined as a percentage fee charged on periodic values of a client's
assets under management. Certain of the Affiliates bill advisory fees for all or
a portion of their clients based upon assets under management valued at the
beginning of a billing period ("in advance"). Other Affiliates bill advisory
fees for all or a portion of their clients based upon assets under management
valued at the end of the billing period ("in arrears"), while mutual fund
clients are billed based upon daily assets. Advisory fees billed in advance will
not reflect subsequent changes in the market value of assets under management
for that period. Conversely, advisory fees billed in arrears will reflect
changes in the market value of assets under management for that period. 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 based on levels of investment performance achieved. While the
Affiliates bill performance-based fees at various times throughout the year, the
greatest portion of these fees have historically been billed in the fourth
quarter in any given year. All references 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.
Our level of profitability will depend on a variety of factors
including principally: (i) the level of Affiliate revenues, which is dependent
on the ability of our existing and future Affiliates to maintain or increase
assets under management by maintaining their existing investment advisory
relationships and fee structures, marketing their services successfully to new
clients, and obtaining favorable investment results; (ii) a variety of factors
affecting the securities markets generally, which could potentially result in
considerable increases or decreases in the assets under management at our
Affiliates; (iii) the receipt of Owners' Allocation, which is dependent on the
ability of our existing and future Affiliates to maintain certain levels of
operating profit margins; (iv) the availability and cost of the capital with
which we finance our existing and new investments; (v) our success in attracting
new investments and the terms upon which such transactions are completed; (vi)
the level of intangible assets and the associated amortization expense resulting
from our investments; (vii) the level of expenses incurred for holding company
operations, including compensation for its employees; and (viii) the level of
taxation to which we are subject.
8
<PAGE>
In addition, our profitability will depend upon fees paid on the basis
of investment performance at certain of our Affiliates. Fees based on investment
performance are inherently dependent on investment results, and therefore may
vary substantially from year to year. In particular, performance-based fees have
been of an unusual magnitude in recent years, and may not recur to the same
magnitude in future years, if at all. In addition, while the performance-based
fee contracts of our Affiliates apply to investment management services in a
range of investment management styles and securities market sectors, such
contracts may be concentrated in certain styles and sectors. For example, in
1999 we benefited from a concentration of such products in technology sectors
which performed well in that year. To the extent such contracts are concentrated
within styles or sectors, they are subject to the continuing impact of
fluctuating securities prices in such styles and sectors as well as the
performance of the relevant Affiliates.
Assets under management on a historical basis were $85.1 billion at
September 30, 2000 versus $89.3 billion at June 30, 2000 and $82.0 billion at
December 31, 1999. The decrease in assets under management during the quarter
resulted primarily from the net loss of low fee overlay assets of $6.5 billion,
principally due to the loss of two passive overlay accounts. This decrease was
partially offset during the quarter by positive investment performance of $2.2
billion and positive net client cash flows of directly managed assets of $42
million. The year to date increase in assets under management was primarily a
result of positive investment performance of $5.4 billion from our investment in
Frontier Capital Management Company, LLC ("Frontier") ($5.0 billion at the time
of investment), and positive net client cash flows of directly managed assets of
$163 million, partially offset by the net loss of overlay assets of $7.4
billion.
Our investments have been accounted for using 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 our
investments, intangible assets, consisting of acquired client relationships and
goodwill, constitute a substantial percentage of our consolidated assets. As of
September 30, 2000, our total assets were approximately $814.6 million, of which
approximately $201.1 million consisted of acquired client relationships and
$445.8 million consisted of goodwill.
The amortization period for intangible assets for each investment is
assessed individually, with amortization periods for our investments to date
ranging from eight 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, we consider a number of factors including: the
firm's historical and potential future operating performance and rate 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. We perform a quarterly evaluation of intangible assets
on an investment-by-investment 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 our
operating expenses, management believes it is important to distinguish this
expense from other operating expenses since such amortization does not require
the use of cash. Because of this, and because our distributions from our
Affiliates are based on their Owners' Allocation, we have provided additional
supplemental information in this report for "cash" related earnings, as an
addition to, but not as a substitute for, measures related to net income. Our
additional measures of "cash" related earnings are:
- Cash Net Income (earnings plus depreciation and amortization),
which we believe is useful to investors as another indicator of
funds available to make new investments, to repay debt
obligations, and to repurchase shares of our Common Stock. We have
in the past referred to Cash Net Income as "EBITDA as adjusted;"
- EBITDA (earnings before interest expense, income taxes,
depreciation and amortization), which we believe is useful to
investors as an indicator of our ability to service debt, to make
new investments and to meet working capital requirements; and
- EBITDA Contribution (EBITDA plus our holding company operating
expenses), which we believe is useful to investors as an indicator
of funds available from our Affiliates' operations (before giving
9
<PAGE>
effect to holding company expenses) to service debt, to make new
investments and to meet working capital requirements.
THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1999
We had net income of $14.4 million for the quarter ended September
30, 2000 compared to net income of $10.5 million for the quarter ended
September 30, 1999. The increase in net income resulted primarily from the
growth in EBITDA Contribution (from $30.4 million for the quarter ended
September 30, 1999 to $42.8 million for the quarter ended September 30, 2000)
which was offset by increases in our interest, tax and operating expenses,
including amortization. The growth in EBITDA Contribution resulted
principally from the internal growth of our existing Affiliates and, to a
lesser extent, the investment in Frontier in January 2000. Frontier's results
have been included in our results from the date of our investment.
Total revenues for the quarter ended September 30, 2000 were $118.2
million, an increase of $32.8 million over the quarter ended September 30, 1999,
as a result of the internal growth in our existing Affiliates and, to a lesser
extent, our investment in Frontier.
Total operating expenses increased by $21.2 million to $74.4 million
for the quarter ended September 30, 2000 from $53.1 million for the quarter
ended September 30, 1999. Compensation and related expenses increased by $17.7
million, amortization of intangible assets increased by $1.2 million, selling,
general and administrative expenses increased by $1.3 million, and other
operating expenses increased by $0.7 million. The increase in operating expenses
was due principally to an increase in our Affiliates' Operating Allocation,
which was a result of the growth in revenues.
Minority interest increased by $3.9 million to $16.6 million for the
quarter ended September 30, 2000 from $12.7 million for the quarter ended
September 30, 1999, primarily as a result of the increase in our Affiliates'
Owners' Allocation due to the growth in revenues.
Interest expense increased by $1.4 million to $4.1 million for the
quarter ended September 30, 2000 from $2.7 million for the quarter ended
September 30, 1999. The increase in interest expense resulted from an
increase in LIBOR rates and an increase in the weighted average debt
outstanding under our credit facility. The increase in the weighted average
debt outstanding is attributable to our investment in Frontier and, to a
lesser extent, Common Stock share repurchases during the twelve month period
ended September 30, 2000. This increase was partially offset by repayments of
our senior bank debt from cash flows from ongoing operations.
Income tax expense was $10.0 million for the quarter ended September
30, 2000 compared to $7.3 million for the quarter ended September 30, 1999. The
change in tax expense was principally related to an increase in income before
taxes.
EBITDA increased by $9.6 million to $36.5 million for the quarter ended
September 30, 2000 from $26.9 million for the quarter ended September 30, 1999,
primarily as a result of the growth in revenues.
Cash Net Income increased by $5.4 million to $22.4 million for the
quarter ended September 30, 2000 from $17.0 million for the quarter ended
September 30, 1999 as a result of the factors affecting net income as described
above, with the exception of amortization of intangible assets.
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THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO THE NINE MONTHS
ENDED SEPTEMBER 30, 1999
We had net income of $41.9 million for the nine months ended September
30, 2000 compared to net income of $27.5 million for the nine months ended
September 30, 1999. The increase in net income resulted primarily from growth in
EBITDA Contribution (from $83.3 million for the nine months ended September 30,
1999 to $121.9 million for the nine months ended September 30, 2000), which was
offset by increases in our interest, tax and operating expenses, including
amortization. The growth in EBITDA Contribution resulted from the internal
growth in our existing Affiliates and, to a lesser extent, our new investments
made during and subsequent to the first nine months of 1999. We invested in
Managers and Frontier in April 1999 and January 2000, respectively. The results
of Managers and Frontier have been included in our results from the dates of our
investments.
Total revenues for the nine months ended September 30, 2000 were $343.9
million, an increase of $111.8 million over the nine months ended September 30,
1999, due to the internal growth in our existing Affiliates and, to a lesser
extent, our investments in new Affiliates.
Total operating expenses increased by $70.3 million to $214.1 million
for the nine months ended September 30, 2000 from $143.8 million for the nine
months ended September 30, 1999. Compensation and related expenses increased by
$51.5 million, selling, general and administrative expenses increased by $13.6
million, amortization of intangible assets increased by $3.4 million, and other
operating expenses increased by $1.5 million. The increase in operating expenses
was due principally to an increase in our Affiliates' Operating Allocation,
which was the result of the growth in revenues.
Minority interest increased by $14.8 million to $50.1 million for the
nine months ended September 30, 2000 from $35.3 million for the nine months
ended September 30, 1999. This increase is primarily a result of the increase in
our Affiliates' Owners' Allocation due to the growth in revenues.
Interest expense increased by $3.1 million to $12.1 million for the
nine months ended September 30, 2000 from $9.0 million for the nine months
ended September 30, 1999. The increase in interest expense resulted from an
increase in LIBOR rates and an increase in weighted average debt outstanding
under our credit facility. The increase in weighted average debt outstanding
is attributable to new investments and, to a lesser extent, Common Stock
share repurchases during the twelve month period ended September 30, 2000.
This increase was partially offset by repayments from the proceeds of a
public offering of our Common Stock in March 1999 and cash flows from ongoing
operations.
Income tax expense was $29.1 million for the nine months ended
September 30, 2000 compared to $19.1 million for the nine months ended September
30, 1999. The change in tax expense was related to an increase in income before
taxes.
EBITDA increased by $31.2 million to $106.0 million for the nine months
ended September 30, 2000 from $74.8 million for the nine months ended September
30, 1999, due to the growth in revenues.
Cash Net Income increased by $18.1 million to $64.9 million for the
nine months ended September 30, 2000 from $46.8 million for the nine months
ended September 30, 1999 as a result of the factors affecting net income, with
the exception of amortization of intangible assets.
LIQUIDITY AND CAPITAL RESOURCES
We have met our cash requirements primarily through bank borrowings,
cash generated by operating activities, and the issuance of equity securities in
public transactions. Our principal uses of cash have been to make investments,
repay indebtedness, pay income taxes, repurchase shares, support our Affiliates'
operating activities and for working capital purposes. We expect that our
principal use of funds for the foreseeable future will be for additional
investments, distributions to management owners of Affiliates, repayments of
debt, including interest payments on outstanding debt, payment of income taxes,
repurchase of shares, capital expenditures, additional investments in existing
Affiliates, including our purchase of management owners' retained equity, and
for working capital purposes.
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<PAGE>
During the three and nine month periods ended September 30, 2000, we
repurchased no shares and 1,066,300 shares of Common Stock, respectively, with
borrowings of senior debt under our credit facility. At September 30, 2000, we
had outstanding borrowings of senior debt under our credit facility of $182
million and the ability to borrow an additional $148 million. We have the
option, with the consent of our lenders, to increase the facility by another $70
million to a total of $400 million.
Our borrowings under the credit facility are collateralized by pledges
of all of our interests in Affiliates (including all interests which are
directly held by us, as well as all interests which are indirectly held by us
through wholly-owned subsidiaries), which interests represent substantially all
of our assets. Our credit facility contains a number of negative covenants,
including those which generally prevent us and our Affiliates from: (i)
incurring additional indebtedness (other than subordinated indebtedness), (ii)
creating any liens or encumbrances on material assets (with certain enumerated
exceptions), (iii) selling assets outside the ordinary course of business or
making certain fundamental changes with respect to our businesses, including a
restriction on our ability to transfer interests in any majority owned Affiliate
if, as a result of such transfer, we would own less than 51% of such firm, and
(iv) declaring or paying dividends on our Common Stock. Our credit facility
bears interest at either LIBOR plus a margin or the Prime Rate plus a margin. We
pay a commitment fee on the daily unused portion of the facility. In order to
partially offset our exposure to changing interest rates we have entered into
interest rate hedging contracts. The credit facility matures during December
2002.
In order to provide the funds necessary for us to continue to acquire
interests in investment management firms, including our existing Affiliates upon
the management owners' sales of their retained equity to us, it will be
necessary for us to incur, from time to time, additional long-term bank 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 us.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We use interest rate swaps to manage market exposures associated with
our variable rate debt by creating offsetting market exposures. These
instruments are not held for trading purposes. In the normal course of
operations, we also face risks that are either nonfinancial or nonquantifiable.
Such risks principally include country risk, credit risk, and legal risk, and
are not represented in the analysis that follows.
At September 30, 2000, $185 million was subject to interest rate swaps
and our exposure was to changes in three month LIBOR rates. Interest rate swaps
allow us to achieve a level of variable-rate and fixed-rate debt that is
acceptable to us, and to reduce interest rate exposure. In each of our interest
rate swaps, we have agreed with another party to exchange the difference between
fixed-rate and floating rate interest amounts calculated by reference to an
agreed notional principal amount. Our interest rates on the notional amounts are
capped at rates ranging between 6.69% and 6.78% upon quarterly reset dates. In
addition, if LIBOR falls below 5% at a quarterly reset date, we are required to
make a payment to our counterparty equal to the difference between the interest
rate on our floating rate LIBOR debt on an annualized rate of between 6.69% and
6.78%, multiplied by the notional principal amount.
Under these derivative instruments, a hypothetical change of 10% in
three month LIBOR rates, sustained for three months, would have resulted in
no loss in earnings, as three month LIBOR rates (6.76% at November 10, 2000)
would have had to decline below 5% in order to generate any payments to our
counterparties.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company and its Affiliates may be parties to
various claims, suits and complaints. Currently, there are no such claims, suits
or complaints that, in the opinion of management, would have a material adverse
effect on the Company's financial position, liquidity or results of operations.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
There have been no reports on Form 8-K filed by the Company during the quarter
ended September 30, 2000.
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)
<TABLE>
<S> <C> <C>
/s/ Darrell W. Crate on behalf of the Registrant as Senior Vice President, November 13, 2000
-------------------- Chief Financial Officer and Treasurer
(Darrell W. Crate) (and also as Principal Financial and
Principal Accounting Officer)
</TABLE>
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