<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 JUNE 30, 1999 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 1-9215
------------------------------------------
UNITED ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2714625
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(Address of principal executive offices)
Registrant's telephone number, including area code: (617) 330-8900
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. _X_ Yes ___ No
The number of shares outstanding of the registrant's common stock as of
August 6, 1999 was 58,916,820.
================================================================================
<PAGE> 2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements. (Pages F-1 to F-5 )
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. (Pages F-5 to F-10)
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
(Page F-10)
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company and certain of the Company's subsidiaries are subject
to legal proceedings arising in the ordinary course of business.
On the basis of information presently available and advice
received from legal counsel, it is the opinion of management that
the disposition or ultimate determination of such legal
proceedings will not have a material adverse effect on the
Company's consolidated financial position, its consolidated
results of operations or its consolidated cash flows.
Item 2. Changes in Securities.
During the second quarter of 1999, UAM issued an aggregate of
72,902 shares of its Common Stock upon the exercise of warrants.
This issuance was exempt from registration under Section 4(2) of
the Securities Act of 1933. UAM had originally issued the warrants
as consideration for the acquisition of certain of its
subsidiaries. The exercise prices of the warrants ranged from
$14.50 to $17.50 per share.
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders.
On May 20, 1999, the Company held its Annual Meeting of
Stockholders at which each of Harold J. Baxter, Francis Finlay,
Robert J. Greenebaum, Charles E. Haldeman, Jr., Beverly L.
Hamilton, George E. Handtmann, III, Jay O. Light, Michael C.
Mewhinney, Norton H. Reamer, David I. Russell, Philip Scaturro,
John A. Shane and Barbara S. Thomas were elected as directors to
serve until the next Annual Meeting of Stockholders. The directors
were elected with the following votes: Mr. Baxter, 52,997,667
votes cast for and 569,883 votes withholding authority; Mr.
Finlay, 53,018,325 votes cast for and 549,225 votes withholding
authority; Mr. Greenebaum, 52,778,686 votes cast for and 788,864
votes withholding authority; Mr. Haldeman, 53,018,825 votes cast
for and 548,725 votes withholding authority; Mrs. Hamilton,
53,016,122 votes cast for and 551,428 votes withholding authority;
Mr. Handtmann, 53,019,325 votes cast for and 548,225 votes
withholding authority; Mr. Light, 52,793,025 votes cast for and
774,525 votes withholding authority; Mr. Mewhinney, 53,020,125
votes cast for and 547,425 votes withholding authority; Mr.
Reamer, 52,778,025 votes cast for and 789,525 votes withholding
authority; Mr. Russell, 52,788,465 votes cast for and 779,085
votes withholding authority; Mr. Scaturro, 52,791,115 votes cast
for and 776,435 votes withholding
<PAGE> 3
authority; Mr. Shane, 52,787,922 votes cast for and 779,628 votes
withholding authority; and Mrs. Thomas, 53,012,436 votes cast for and
555,114 votes withholding authority.
The Company's stockholders also approved the selection of
PricewaterhouseCoopers LLP as independent accountants of the
Company for the fiscal year ending December 31, 1999, with
53,290,554 votes cast for such approval, 265,215 votes cast
against such approval, and 11,781 votes abstaining from such
approval.
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 11 - Calculation of Earnings Per Share (Page F-11).
Exhibit 27 - Financial Data Schedule.
(b) There have been no reports on Form 8-K filed by the Company
during the quarter ended June 30, 1999.
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.
UNITED ASSET MANAGEMENT CORPORATION
August 10, 1999 /s/ William H. Park
- ----------------------------- -------------------------
(Date) William H. Park
Executive Vice President and
Chief Financial Officer
<PAGE> 4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED ASSET MANAGEMENT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
----------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $219,342,000 $254,376,000 $437,037,000 $496,196,000
- -----------------------------------------------------------------------------------------------------------------------------
Operating expenses:
Compensation and related
expenses 110,311,000 125,163,000 219,380,000 244,717,000
Amortization of cost assigned
to contracts acquired 26,507,000 30,812,000 52,595,000 57,645,000
Other operating expenses 38,791,000 46,355,000 77,937,000 91,418,000
- -----------------------------------------------------------------------------------------------------------------------------
175,609,000 202,330,000 349,912,000 393,780,000
- -----------------------------------------------------------------------------------------------------------------------------
Operating income 43,733,000 52,046,000 87,125,000 102,416,000
- -----------------------------------------------------------------------------------------------------------------------------
Non-operating expenses:
Interest expense, net 16,502,000 12,476,000 32,336,000 23,313,000
Other amortization 1,184,000 905,000 2,343,000 1,803,000
- -----------------------------------------------------------------------------------------------------------------------------
17,686,000 13,381,000 34,679,000 25,116,000
- -----------------------------------------------------------------------------------------------------------------------------
Income before income tax expense 26,047,000 38,665,000 52,446,000 77,300,000
Income tax expense 11,146,000 16,548,000 22,444,000 33,085,000
- -----------------------------------------------------------------------------------------------------------------------------
Net income $ 14,901,000 $ 22,117,000 $ 30,002,000 $ 44,215,000
=============================================================================================================================
Basic earnings per share $.25 $.33 $.50 $.64
Diluted earnings per share $.25 $.32 $.50 $.62
Dividends declared per share $.20 $.20 $.40 $.40
=============================================================================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
F-1
<PAGE> 5
UNITED ASSET MANAGEMENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
June 30, December 31,
1999 1998
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 120,053,000 $ 153,616,000
Investment advisory fees receivable 163,102,000 169,061,000
Other current assets 15,679,000 12,419,000
- ---------------------------------------------------------------------------------------------------------------------------
Total current assets 298,834,000 335,096,000
Fixed assets, net 39,727,000 42,148,000
Cost assigned to contracts acquired, net 886,768,000 931,815,000
Other assets 126,254,000 130,452,000
- ---------------------------------------------------------------------------------------------------------------------------
Total assets $ 1,351,583,000 $1,439,511,000
===========================================================================================================================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 121,656,000 $ 143,559,000
Accrued compensation 85,467,000 108,222,000
- ---------------------------------------------------------------------------------------------------------------------------
Total current liabilities 207,123,000 251,781,000
Senior notes payable 711,000,000 687,521,000
Subordinated notes payable 195,849,000 202,840,000
Deferred income taxes 29,025,000 27,525,000
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities 1,142,997,000 1,169,667,000
- ---------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.01 per share 703,000 703,000
Capital in excess of par value 361,750,000 360,781,000
Retained earnings 137,389,000 140,751,000
Accumulated other comprehensive income (9,687,000) (10,132,000)
- ---------------------------------------------------------------------------------------------------------------------------
490,155,000 492,103,000
Less treasury shares at cost (281,569,000) (222,259,000)
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 208,586,000 269,844,000
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 1,351,583,000 $1,439,511,000
===========================================================================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
F-2
<PAGE> 6
UNITED ASSET MANAGEMENT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flow related to operating activities:
Net income $ 14,901,000 $ 22,117,000 $ 30,002,000 $ 44,215,000
Adjustments to reconcile net income to net cash flow
from operating activities:
Amortization of cost assigned to contracts acquired 26,507,000 30,812,000 52,595,000 57,645,000
Depreciation 4,098,000 3,386,000 7,716,000 6,458,000
Amortization of goodwill and other 1,993,000 844,000 3,961,000 2,483,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net income plus amortization and depreciation 47,499,000 57,159,000 94,274,000 110,801,000
Changes in assets and liabilities:
Decrease (increase) in investment advisory fees receivable (7,884,000) (3,744,000) 5,517,000 14,854,000
Increase in other current assets (1,782,000) (2,118,000) (3,227,000) (3,052,000)
Increase (decrease) in accounts payable and accrued expenses 4,342,000 (820,000) (19,901,000) (14,483,000)
Increase (decrease) in accrued compensation 5,137,000 25,049,000 (22,894,000) (39,061,000)
Increase (decrease) in deferred income taxes (2,050,000) 1,547,000 (1,576,000) 2,293,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash flow from operating activities 45,262,000 77,073,000 52,193,000 71,352,000
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flow related to investing activities:
Cash additions to cost assigned to contracts acquired (137,000) (6,278,000) (5,134,000) (29,161,000)
Change in other assets (697,000) (5,913,000) (4,482,000) (22,791,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash flow used in investing activities (834,000) (12,191,000) (9,616,000) (51,952,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flow related to financing activities:
Purchase of treasury shares (16,936,000) (79,093,000) (88,095,000) (129,381,000)
Additions to (reductions in) notes payable, net (23,578,000) 31,405,000 23,751,000 79,189,000
Issuance or reissuance of equity securities 2,468,000 4,379,000 13,742,000 17,274,000
Dividends paid (11,896,000) (13,792,000) (24,186,000) (27,680,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash flow used in financing activities (49,942,000) (57,101,000) (74,788,000) (60,598,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Effect of foreign exchange rate changes on cash flow (502,000) 627,000 (1,352,000) 434,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (6,016,000) 8,408,000 (33,563,000) (40,764,000)
Cash and cash equivalents at beginning of period 126,069,000 124,466,000 153,616,000 173,638,000
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $120,053,000 $132,874,000 $ 120,053,000 $132,874,000
====================================================================================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
F-3
<PAGE> 7
UNITED ASSET MANAGEMENT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
Note 1
In the opinion of management, the accompanying unaudited Condensed
Consolidated Financial Statements contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the financial position of
the Company and its subsidiaries at June 30, 1999 and their results of
operations and cash flows for the three- and six-month periods ended June 30,
1999 and 1998. These Financial Statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Note 2
Accumulated depreciation of fixed assets was $62,925,000 and $55,209,000 at
June 30, 1999 and December 31, 1998, respectively. The accumulated amortization
of cost assigned to contracts acquired was $651,259,000 and $598,621,000 at June
30, 1999 and December 31, 1998, respectively.
Note 3
The Company has a systematic program to repurchase shares of its common
stock to meet the requirements for future issuance of shares upon the exercise
of stock options and warrants. During the three- and six-month periods ended
June 30, 1999, the Company repurchased 743,800 and 3,800,800 shares of its
common stock at a cost of $16,937,000 and $88,096,000, respectively, including
certain shares repurchased under the terms of the Company's systematic program.
During the three- and six-month periods ended June 30, 1998, exercises of
warrants and stock options, as well as the issuance of stock to former owners of
affiliates in connection with purchase price commitments that came due, resulted
in the Company extinguishing subordinated notes, receiving cash proceeds and
issuing stock as follows:
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1999 June 30, 1999
------------- -------------
<S> <C> <C>
Subordinated notes extinguished $1,179,000 $ 6,315,000
Cash proceeds received $2,288,000 $12,737,000
Treasury shares reissued 209,460 1,117,298
</TABLE>
As of June 30, 1999, the Company held 11,476,381 treasury shares. Warrants
for the purchase of 8,016,000 shares and stock options for the purchase of
8,734,000 shares were outstanding at weighted average exercise prices of $23.95
and $22.78, respectively.
F-4
<PAGE> 8
Note 4
The components of comprehensive income for the three- and six-month periods
ended June 30, 1999 and 1998, respectively, are set forth below:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income: $14,901,000 $22,117,000 $30,002,000 $44,215,000
Other comprehensive income:
Foreign currency translation
adjustment 963,000 (3,611,000) 1,054,000 (3,133,000)
Unrealized gain on marketable
securities, net 451,000 - 553,000 -
Less: reclassification adjustment
for gains realized in net income (853,000) - (1,162,000) -
----------- ----------- ----------- -----------
Comprehensive income $15,462,000 $18,506,000 $30,447,000 $41,082,000
=========== =========== =========== ===========
</TABLE>
Note 5
The Company operates in one business segment, that is, as investment
advisors, managing both domestic and international portfolios for corporate,
government and union benefit plans, mutual funds, individuals, endowments, and
foundations. Although each affiliated firm operates under its own name with its
own investment philosophy and approach, the firms' regulatory environments and
the economic characteristics of their products, services, client bases, and
manner of distribution are similar. Therefore, the affiliated firms are
aggregated as one business segment.
Revenues and long-lived assets shown below are classified according to the
affiliate's geographic location. Revenues are derived primarily from fees for
investment advisory services provided to institutions, mutual funds, and other
investors. These fees are generally a function of the overall fee rate charged
to each account and the level of assets under management by the affiliated
firms.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Domestic revenues $199,201,000 $231,833,000 $397,206,000 $452,202,000
Foreign revenues $ 20,141,000 $ 22,543,000 $ 39,831,000 $ 43,994,000
Domestic long-lived assets $893,607,000 $979,344,000 $893,607,000 $979,344,000
Foreign long-lived assets $159,142,000 $172,928,000 $159,142,000 $172,928,000
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The revenues of UAM's affiliated firms are derived primarily from fees for
investment advisory services provided to institutions, mutual funds and other
investors. Investment advisory fees are generally a function of the overall fee
rate charged to each account and the level of assets under management by the
F-5
<PAGE> 9
affiliated firms. A minor portion of revenues is generated when firms consummate
transactions for client portfolios. Assets under management can be affected by
the addition of new client accounts or client contributions to existing
accounts, withdrawals of assets from or terminations of client accounts, and
investment performance, which may depend on general market conditions.
UAM's assets under management were $205.9 billion as of June 30, 1999,
compared to $195.8 billion under management on March 31, 1999. The net $10.1
billion change in assets under management during the quarter resulted from
investment gains of $12.8 million and negative client cash flow of $2.7 billion.
AMORTIZATION OF COST ASSIGNED TO CONTRACTS ACQUIRED AND OPERATING CASH FLOW (NET
INCOME PLUS AMORTIZATION AND DEPRECIATION)
Cost assigned to contracts acquired, net of accumulated amortization,
represented approximately 66% of the Company's total assets as of June 30, 1999.
Amortization of cost assigned to contracts acquired, which is a noncash charge,
represented 15% of the Company's operating expenses for both the three- and
six-month periods ended June 30, 1999. Recording the cost assigned to contracts
acquired as an asset, with the resulting amortization as an operating expense,
reflects the application of generally accepted accounting principles to
acquisitions by UAM of investment management firms in transactions accounted for
as purchases. The principal assets acquired are the investment advisory
contracts which evidence the firms' ongoing relationships with their clients.
The cost assigned to contracts acquired is amortized on a straight-line
basis over the estimated weighted average useful life of the contracts of
individual firms acquired. These lives are estimated through statistical
analysis of historical patterns of terminations and the size and age of the
contracts acquired as of the acquisition date.
The Company regularly performs reviews of estimated lives as well as for
potential impairment of the value of contracts. If the update indicates that any
of the estimates should be shortened, the remaining cost assigned to contracts
acquired will be amortized over the shorter life commencing in the year in which
the new estimate is determined. If the review indicates that the carrying value
of the contracts is impaired, the asset is adjusted to its estimated fair value.
Cost assigned to contracts acquired is amortized as an operating expense.
It does not, however, require the use of cash and therefore, management believes
that it is important to distinguish this expense from other operating expenses
in order to evaluate the performance of the Company. Amortization of cost
assigned to contracts acquired per share referred to below has been calculated
by dividing total amortization by the same number of shares used in the diluted
earnings-per-share calculation.
For purposes of this discussion, Operating Cash Flow is defined as net
income plus amortization and depreciation, as reflected in the Company's
Condensed Consolidated Statement of Cash Flows. Management uses Operating Cash
Flow not to the exclusion of net income, but rather as an additional important
measure of the Company's performance.
F-6
<PAGE> 10
OPERATING RESULTS
THREE MONTHS ENDED JUNE 30, 1999
COMPARED TO
THREE MONTHS ENDED JUNE 30, 1998
Revenues were $219,342,000 for the three months ended June 30, 1999
compared to $254,376,000 for the second quarter of 1998. Revenues declined due
to the effect of negative net client cash flow as well as the effect of Heitman
Financial Ltd. selling its non-retail property management operation in the third
quarter of 1998. Partially offsetting the decrease was the impact of positive
market performance which generated higher fee revenues.
Compensation and related expenses together with other operating expenses
were $149,102,000 compared to $171,518,000 in 1998, primarily reflecting lower
operating expenses and compensation earned by employees of existing affiliated
firms in accordance with revenue sharing plans. Amortization of cost assigned to
contracts acquired was $26,507,000 compared to $30,812,000 in 1998. The decrease
was the result of various factors including certain cost assigned to contracts
acquired being fully amortized at the end of 1998, partially offset by the
recording of additional purchase price commitments associated with prior-year
acquisitions.
Interest expense increased to $17,809,000 from $14,563,000 in 1998,
primarily due to the increase in the Company's debt level from stock
repurchases, as well as an increase in the Company's borrowing rates.
Income before income tax expense was $26,047,000 compared to $38,665,000 in
1998, reflecting the circumstances described above. The Company's annual
effective tax rate approximated 43% for the three-month periods ended June 30,
1999 and 1998.
Net income was $14,901,000 compared to $22,117,000 in 1998, reflecting the
results of the events discussed above. Diluted earnings per share were $.25 for
the second quarter of 1999 compared to $.32 in the second quarter of 1998.
Diluted earnings per share were affected by the impact of the issuance of shares
of common stock and the hypothetical exercise of warrants and stock options on
the calculation of earnings per share under the treasury stock method, and by
the effect of the Company's common stock repurchased over the past 12-month
period and the Company's lower average stock price. Amortization of cost
assigned to contracts acquired per share increased to $.45 in the second quarter
of 1999 from $.44 in 1998. Operating Cash Flow was $47,499,000 in the second
quarter of 1999 compared to $57,159,000 in 1998 due to the circumstances
discussed above.
SIX MONTHS ENDED JUNE 30, 1999
COMPARED TO
SIX MONTHS ENDED JUNE 30, 1998
Revenues were $437,037,000 for the six months ended June 30, 1999 compared
to $496,196,000 for the first six months of 1998. Revenues declined due to the
effect of negative net client cash flow as well as the effect of Heitman
Financial Ltd. selling its non-retail property
F-7
<PAGE> 11
management operation in the third quarter of 1998. Partially offsetting this
decrease was the impact of positive market performance which generated higher
fee revenues.
Compensation and related expenses together with other operating expenses
were $297,317,000 compared to $336,135,000 in 1998, primarily reflecting lower
operating expenses and compensation earned by employees of existing and
affiliated firms in accordance with revenue sharing plans. Amortization of cost
assigned to contracts acquired was $52,595,000 compared to $57,645,000 in 1998.
The decrease was the result of various factors including certain cost assigned
to contracts acquired being fully amortized at the end of 1998, partially offset
by the recording of additional purchase price commitments associated with
prior-year acquisitions.
Interest expense increased to $35,019,000 from $26,692,000 in 1998,
primarily due to the increase in the Company's debt level resulting from stock
repurchases, as well as an increase in the Company's borrowing rates.
Income before income tax expense was $52,446,000 compared to $77,300,000 in
1998, reflecting the circumstances described above. The Company's annual
effective tax rate approximated 43% for the six-month periods ended June 30,
1999 and 1998.
Net income was $30,002,000 compared to $44,215,000 reflecting the net
results of the events discussed above. Diluted earnings per share were $.50 for
the six months ended June 30, 1999 compared to $.62 for the six months ended
June 30, 1998. Diluted earnings per share were affected by the impact of the
issuance of shares of common stock and the hypothetical exercise of warrants and
stock options on the calculation of earnings per share under the treasury stock
method, and by the effect of the Company's common stock repurchased over the
past 12-month period and the Company's lower average stock price. Amortization
of cost assigned to contracts acquired per share increased to $.87 for the six
months ended June 30, 1999 from $.81 in 1998, primarily due to the circumstances
discussed above. Operating Cash Flow was $94,274,000 for the six months ended
June 30, 1999 compared to $110,801,000 in 1998 due to the circumstances
discussed above.
CHANGES IN FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES
---------------------------------------------------------------
The Company generated $47,499,000 and $94,274,000 of Operating Cash Flow
for the three- and six-month periods ended June 30, 1999. This Operating Cash
Flow and additional borrowings under the Company's line of credit were primarily
used to repurchase shares of the Company's common stock and to pay dividends to
shareholders. The Company invests its excess cash in deposits with major banks,
money market funds or in securities, principally commercial paper of companies
with strong credit ratings in diversified industries. As of June 30, 1999, the
Company had drawn down $311,000,000 leaving $439,000,000 available under its
$750,000,000 Reducing Revolving Credit Agreement.
Management believes that the Company's existing capital, together with
Operating Cash Flow and borrowings available under its revolving line of credit,
will provide the Company with sufficient resources to meet its present and
reasonably foreseeable future cash needs. Management expects that the principal
uses of financial resources will be to provide further support for investing in
the growth initiatives of existing affiliates, to repurchase shares of the
Company's common stock, to pay shareholder dividends, to acquire additional
investment management firms, and to fund commitments due or potentially due to
former owners of affiliated firms.
F-8
<PAGE> 12
Increases or decreases in interest rates affect UAM's costs of operations
chiefly through raising or lowering the interest expense related to the
Company's variable-rate debt outstanding. To mitigate the risks associated with
increases in interest rates, UAM has entered into and plans to continue to enter
into interest-rate protection agreements. Rates of interest on the Senior Notes
and existing subordinated debt are fixed. Increases and decreases in interest
rates may also affect market prices of assets managed by the Company's
affiliated firms. Changes in such prices may affect the affiliated firms'
revenues, and therefore UAM's consolidated revenues.
YEAR 2000 AND OTHER SYSTEM-RELATED ISSUES
-----------------------------------------
The "Year 2000 issue" is the result of computer programs and other
electronic systems that use two digits rather than four to define the applicable
year. These programs and systems may not be able to process dates beyond 1999,
which may cause system failures or create erroneous results.
The Company and its affiliates have retained a consulting firm since 1997
to help develop and implement a program to assess their Year 2000 readiness. The
Company and its affiliates have substantially completed inventories of their
computer hardware and software programs and have conducted surveys of all of
their software and hardware vendors. As part of this program, the Company and
its affiliates substantially completed the testing, modification, upgrading or
replacement of their computer software applications and systems as of June 30,
1999.
The Company and its affiliates are also addressing Year 2000 issues related
to non-information technology (non-IT) systems, including embedded software and
equipment (e.g. elevators, telephone systems, etc.), and is addressing the
compliance of key business partners. The Company and its affiliates have
substantially completed an assessment of its mission critical non-IT systems and
service providers and as of June 30, 1999 have gained assurances from
substantially all of their key service providers that they will be prepared for
Year 2000.
The Company and its affiliates are in the process of developing contingency
plans in the event that the IT or non-IT systems or any of their key service
providers are not substantially Year 2000 compliant by the end of 1999. The
contingency plans, which are expected to be substantially complete by September
1999, will address how to mitigate risks associated with the worst reasonably
likely failure of systems at critical dates in both the short term and the long
term. A major Year 2000 compliance problem of the Company, any of its affiliated
firms, any of its vendors, or any other company with which it conducts business
could have a material adverse effect on the Company's consolidated financial
position, consolidated results of operations or consolidated cash flows.
To date, the Company and its affiliates have incurred expenses of
approximately $1,670,000 and expect to incur an additional $726,000 related to
this issue. These costs, which principally represent consulting fees, are being
expensed as incurred. The Company has performed, and expects to continue to
perform, modifications, upgrades and replacements of its computer software
applications and systems through the Company's ongoing maintenance program.
Therefore, the Company has not incurred, and does not expect to incur,
significant incremental expenses for such modifications, upgrades and
replacements. The Company does not segregate payroll or other internal costs
specifically devoted to its efforts to address Year 2000 issues, but does not
believe these costs to be significant. The expenses of the Company's affiliated
firms related to the Year 2000 issues are funded out of the share of revenues
that is reserved for the affiliates under revenue sharing agreements and do
F-9
<PAGE> 13
not affect the share of revenues retained by the Company. The total cost
associated with preparing for the Year 2000 is not expected to be material to
the Company's consolidated financial position, consolidated results of
operations or consolidated cash flows.
The Company's affiliates that are registered with the Securities and
Exchange Commission (SEC) as investment advisers or broker-dealers are required
to disclose their Year 2000 readiness in Forms ADV-Y2K or BD-Y2K which have been
filed with the SEC and made available to clients.
The estimates and conclusions herein contain forward-looking statements and
are based on management's best estimates of future events. These statements
should be read in conjunction with the Company's disclosures under the heading
"Forward-Looking Statements" detailed below.
FORWARD-LOOKING STATEMENTS
--------------------------
This Quarterly Report on Form 10-Q contains "forward-looking statements."
These statements include descriptions of UAM's operational plans, expectations
about future earnings and other results of operations, views of future industry
or market conditions, and other statements that include words like "may,"
"expects," "believes," and "intends," and that describe opinions about future
events.
Investors should not rely on these statements as though they were
guarantees. These statements are current only when they are made. UAM's
management has no obligation to revise or update these statements based on
future developments. Known and unknown risks may cause UAM's actual results and
performances to be materially different from those expressed or implied by these
statements. Some of these risks are that: most of UAM's revenues are based on
the market value of managed assets and, therefore, will rise and fall with
changes in the economy and financial markets; the investment management business
is highly competitive; the investment management business is susceptible to
internal shifts and frequently requires firms to adapt; and UAM's affiliated
firms depend significantly on key employees. These and other risk factors are
identified and more thoroughly explained in Exhibit 99.1 to UAM's Annual Report
on Form 10-K filed on March 25, 1999 with the SEC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information provided below updates that which was previously presented
in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of the
Company's Form 10-K for the year ended December 31, 1998.
The Company had $311,000,000 outstanding under its $750,000,000 Reducing
Revolving Credit Agreement (the Credit Agreement) as of June 30, 1999. Interest
rates available for amounts outstanding under the Credit Agreement are
currently: prime, 1.875% over LIBOR or a money market bid option. The effective
interest rate on the outstanding borrowings at June 30, 1999 was 6.90% compared
to 7.21% at June 30, 1998. In addition, an annual commitment fee, payable on the
daily average unused portion of the Credit Agreement, is currently .375%.
At June 30, 1998, the Company also had $195,849,000 of subordinated notes
outstanding which mature at various dates through March 2005 and have interest
rates ranging from 5.5% to 7.5%.
F-10
<PAGE> 14
Exhibit 11
UNITED ASSET MANAGEMENT CORPORATION
CALCULATION OF EARNINGS PER SHARE
---------------------------------
(In thousands, except per-share amounts)
(Unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
For the Three Months Ended June 30, For the Six Months Ended June 30,
- ------------------------------------------------------------------------------------- ----------------------------------------
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
- ------------------------------------------------------------------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the three- and six-month periods
ended June 30, 1999
Basic Earnings per Share
Income available to common
shareholders $14,901,000 58,922,000 $.25 $30,002,000 59,733,000 $.50
==== ====
Effect of Dilutive Securities (1) - 319,000 - 489,000
----------- ----------- ----------- ----------
Diluted Earnings per Share
Income available to common
shareholders + assumed conversions $14,901,000 59,241,000 $.25 $30,002,000 60,222,000 $.50
=========== =========== ==== =========== ========== ====
===================================================================================== ====================================
For the three- and six-month periods
ended June 30, 1998
Basic Earnings per Share
Income available to common
shareholders $22,117,000 67,636,000 $.33 $44,215,000 68,586,000 $.64
==== ====
Effect of Dilutive Securities (2) - 2,382,000 - 2,364,000
----------- ----------- ----------- ----------
Diluted Earnings per Share
Income available to common
shareholders + assumed conversions $22,117,000 70,018,000 $.32 $44,215,000 70,950,000 $.62
=========== =========== ==== =========== ========== ====
===================================================================================== ========================================
</TABLE>
(1) Options on 5,095,000 and 4,469,000 shares of common stock and warrants on
7,288,000 and 5,153,000 shares of common stock were outstanding during the
three- and six-month periods ended June 30, 1999, respectively, but were
not included in computing diluted earnings per share because their effects
were antidilutive.
(2) Options on 1,647,000 and 1,731,000 shares of common stock and warrants on
1,521,000 and 1,526,000 shares of common stock were outstanding during the
three- and six-month periods ended June 30, 1998, respectively, but were
not included in computing diluted earnings per share because their effects
were antidilutive.
F-11
<PAGE> 1
Exhibit 11
UNITED ASSET MANAGEMENT CORPORATION
CALCULATION OF EARNINGS PER SHARE
---------------------------------
(In thousands, except per-share amounts)
(Unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
For the Three Months Ended June 30, For the Six Months Ended June 30,
- ------------------------------------------------------------------------------------- ----------------------------------------
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
- ------------------------------------------------------------------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the three- and six-month periods
ended June 30, 1999
Basic Earnings per Share
Income available to common
shareholders $14,901,000 58,922,000 $.25 $30,002,000 59,733,000 $.50
==== ====
Effect of Dilutive Securities (1) - 319,000 - 489,000
----------- ----------- ----------- ----------
Diluted Earnings per Share
Income available to common
shareholders + assumed conversions $14,901,000 59,241,000 $.25 $30,002,000 60,222,000 $.50
=========== =========== ==== =========== ========== ====
===================================================================================== ====================================
For the three- and six-month periods
ended June 30, 1998
Basic Earnings per Share
Income available to common
shareholders $22,117,000 67,636,000 $.33 $44,215,000 68,586,000 $.64
==== ====
Effect of Dilutive Securities (2) - 2,382,000 - 2,364,000
----------- ----------- ----------- ----------
Diluted Earnings per Share
Income available to common
shareholders + assumed conversions $22,117,000 70,018,000 $.32 $44,215,000 70,950,000 $.62
=========== =========== ==== =========== ========== ====
===================================================================================== ========================================
</TABLE>
(1) Options on 5,095,000 and 4,469,000 shares of common stock and warrants on
7,288,000 and 5,153,000 shares of common stock were outstanding during the
three- and six-month periods ended June 30, 1999, respectively, but were
not included in computing diluted earnings per share because their effects
were antidilutive.
(2) Options on 1,647,000 and 1,731,000 shares of common stock and warrants on
1,521,000 and 1,526,000 shares of common stock were outstanding during the
three- and six-month periods ended June 30, 1998, respectively, but were
not included in computing diluted earnings per share because their effects
were antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1999 AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000796370
<NAME> UNITED ASSET MANAGEMENT CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 120,053
<SECURITIES> 0
<RECEIVABLES> 163,102
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 298,834
<PP&E> 102,652
<DEPRECIATION> 62,925
<TOTAL-ASSETS> 1,351,583<F1>
<CURRENT-LIABILITIES> 207,123
<BONDS> 906,849<F2>
0
0
<COMMON> 703
<OTHER-SE> 207,883
<TOTAL-LIABILITY-AND-EQUITY> 1,351,583
<SALES> 0
<TOTAL-REVENUES> 437,037
<CGS> 0
<TOTAL-COSTS> 297,317
<OTHER-EXPENSES> 52,595<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34,679
<INCOME-PRETAX> 52,446
<INCOME-TAX> 22,444
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,002
<EPS-BASIC> .50
<EPS-DILUTED> .50
<FN>
<F1>INCLUDES COST ASSIGNED TO CONTRACTS ACQUIRED, NET OF $886,768.
<F2>INCLUDES SENIOR NOTES PAYABLE OF $711,000 AND SUBORDINATED NOTES PAYABLE OF
$195,849.
<F3>REPRESENTS AMORTIZATION OF COSTS ASSIGNED TO CONTRACTS ACQUIRED.
</FN>
</TABLE>
