SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
OR
o |
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 incorporation or organization) |
(IRS Employer Identification Number) |
600 Hale Street, Prides Crossing, Massachusetts 01965
(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 ý No o
There were 21,879,137 shares of the Registrant's Common Stock outstanding as of August 9, 2002.
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
|
December 31, 2001 |
June 30, 2002 |
|||||||
---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 73,427 | $ | 127,914 | |||||
Investment advisory fees receivable | 57,148 | 61,149 | |||||||
Other current assets | 9,464 | 8,966 | |||||||
Total current assets | 140,039 | 198,029 | |||||||
Fixed assets, net | 17,802 | 19,853 | |||||||
Equity investment in Affiliate | 1,732 | | |||||||
Acquired client relationships, net | 319,645 | 323,384 | |||||||
Goodwill, net | 655,311 | 673,381 | |||||||
Other assets | 25,792 | 25,604 | |||||||
Total assets | $ | 1,160,321 | $ | 1,240,251 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities: | |||||||||
Accounts payable and accrued liabilities | $ | 67,136 | $ | 73,503 | |||||
Zero coupon convertible debt | 227,894 | | |||||||
Senior bank debt | 25,000 | | |||||||
Total current liabilities | 320,030 | 73,503 | |||||||
Senior bank debt | | 25,000 | |||||||
Zero coupon convertible debt | | 228,461 | |||||||
Mandatory convertible debt | 200,000 | 230,000 | |||||||
Deferred taxes | 38,081 | 49,251 | |||||||
Other long-term liabilities | 23,795 | 36,440 | |||||||
Total liabilities | 581,906 | 642,655 | |||||||
Minority interest | 35,075 | 29,256 | |||||||
Stockholders' equity: | |||||||||
Common stock | 235 | 235 | |||||||
Additional paid-in capital | 405,087 | 405,769 | |||||||
Accumulated other comprehensive income | (846 | ) | (564 | ) | |||||
Retained earnings | 190,502 | 220,362 | |||||||
594,978 | 625,802 | ||||||||
Less treasury shares, at cost | (51,638 | ) | (57,462 | ) | |||||
Total stockholders' equity | 543,340 | 568,340 | |||||||
Total liabilities and stockholders' equity | $ | 1,160,321 | $ | 1,240,251 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
2
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(unaudited)
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2001 |
2002 |
2001 |
2002 |
|||||||||||
Revenue | $ | 100,663 | $ | 129,631 | $ | 201,138 | $ | 248,966 | |||||||
Operating expenses: | |||||||||||||||
Compensation and related expenses | 32,698 | 42,046 | 66,906 | 83,488 | |||||||||||
Amortization of intangible assets | 6,940 | 3,364 | 13,842 | 6,696 | |||||||||||
Depreciation and other amortization | 1,428 | 1,452 | 2,786 | 2,802 | |||||||||||
Selling, general and administrative | 19,034 | 24,061 | 37,115 | 43,669 | |||||||||||
Other operating expenses | 2,673 | 3,148 | 5,288 | 7,014 | |||||||||||
62,773 | 74,071 | 125,937 | 143,669 | ||||||||||||
Operating income | 37,890 | 55,560 | 75,201 | 105,297 | |||||||||||
Non-operating (income) and expenses: | |||||||||||||||
Investment and other income | (1,470 | ) | (792 | ) | (1,994 | ) | (1,392 | ) | |||||||
Interest expense | 3,351 | 7,044 | 6,512 | 13,580 | |||||||||||
1,881 | 6,252 | 4,518 | 12,188 | ||||||||||||
Income before minority interest and income taxes | 36,009 | 49,308 | 70,683 | 93,109 | |||||||||||
Minority interest | (14,164 | ) | (23,720 | ) | (28,956 | ) | (43,342 | ) | |||||||
Income before income taxes | 21,845 | 25,588 | 41,727 | 49,767 | |||||||||||
Income taxescurrent |
8,110 |
4,696 |
13,947 |
8,871 |
|||||||||||
Income taxesdeferred | 628 | 5,539 | 2,743 | 11,036 | |||||||||||
Net income | $ | 13,107 | $ | 15,353 | $ | 25,037 | $ | 29,860 | |||||||
Earnings per sharebasic |
$ |
0.59 |
$ |
0.69 |
$ |
1.13 |
$ |
1.34 |
|||||||
Earnings per sharediluted | $ | 0.58 | $ | 0.67 | $ | 1.11 | $ | 1.30 | |||||||
Average shares outstandingbasic |
22,109,068 |
22,196,540 |
22,086,244 |
22,210,658 |
|||||||||||
Average shares outstandingdiluted | 22,654,951 | 22,862,980 | 22,612,010 | 22,912,528 |
The accompanying notes are an integral part of the consolidated financial statements.
3
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
For the Six Months Ended June 30, |
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---|---|---|---|---|---|---|---|---|---|
|
2001 |
2002 |
|||||||
Cash flow from operating activities: | |||||||||
Net income | $ | 25,037 | $ | 29,860 | |||||
Adjustments to reconcile net income to net cash flow from operating activities: | |||||||||
Amortization of intangible assets | 13,842 | 6,696 | |||||||
Depreciation and other amortization | 2,786 | 5,444 | |||||||
Deferred income tax provision | 2,743 | 11,036 | |||||||
FAS 133 transition adjustment | (2,201 | ) | (708 | ) | |||||
Reclassification of FAS 133 adjustment to net income | 1,467 | 122 | |||||||
Accretion of interest | 170 | 567 | |||||||
Changes in assets and liabilities: | |||||||||
(Increase) decrease in investment advisory fees receivable | 11,840 | (4,001 | ) | ||||||
(Increase) decrease in other current assets | 5,200 | (384 | ) | ||||||
(Increase) decrease in non-current other receivables | 5,465 | (23 | ) | ||||||
Increase (decrease) in accounts payable, accrued expenses and other liabilities | (26,204 | ) | 8,763 | ||||||
Decrease in minority interest | (6,193 | ) | (5,819 | ) | |||||
Cash flow from operating activities | 33,952 | 51,553 | |||||||
Cash flow used in investing activities: | |||||||||
Purchase of fixed assets | (1,953 | ) | (3,867 | ) | |||||
Costs of investments, net of cash acquired | (13,331 | ) | (15,797 | ) | |||||
Increase in other assets | (101 | ) | (213 | ) | |||||
Cash flow used in investing activities | (15,385 | ) | (19,877 | ) | |||||
Cash flow from financing activities: | |||||||||
Borrowings of senior bank debt | 49,300 | 160,000 | |||||||
Repayments of senior bank debt | (150,300 | ) | (160,000 | ) | |||||
Issuances of equity securities | 6,142 | 2,593 | |||||||
Issuances of debt securities | 227,143 | 30,000 | |||||||
Repurchase of stock | (698 | ) | (8,560 | ) | |||||
Debt issuance costs | (5,932 | ) | (1,266 | ) | |||||
Cash flow from financing activities | 125,655 | 22,767 | |||||||
Effect of foreign exchange rate changes on cash flow | 1 | 44 | |||||||
Net increase in cash and cash equivalents | 144,223 | 54,487 | |||||||
Cash and cash equivalents at beginning of period | 31,612 | 73,427 | |||||||
Cash and cash equivalents at end of period | $ | 175,835 | $ | 127,914 | |||||
Supplemental disclosure of non-cash financing activities: | |||||||||
Notes issued for Affiliate equity purchases | $ | 3,055 | $ | 12,593 | |||||
Notes received for Affiliate equity sales | $ | | $ | 1,800 |
The accompanying notes are an integral part of the consolidated financial statements.
4
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 statement have been included. All material intercompany balances and transactions have been eliminated. All dollar amounts in these notes (except per share data) are stated in thousands, unless otherwise indicated. 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, 2001 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. Goodwill and Other Intangible Assets
In July 2001, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standard No. 141 ("FAS 141"), "Business Combinations," and Financial Accounting Standard No. 142 ("FAS 142"), "Goodwill and Other Intangible Assets." FAS 141 limits the method of accounting for business combinations to the purchase method and establishes new criteria for the recognition of other intangible assets. FAS 142 requires that goodwill and other intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment at least annually. The Company adopted FAS 141 on July 1, 2001 and FAS 142 on January 1, 2002. In accordance with FAS 141, goodwill and any other intangible assets determined to have indefinite lives that were acquired in a purchase business combination after June 30, 2001 (i.e., Friess Associates, LLC and Welch & Forbes LLC) were not amortized from their respective dates of acquisition in the fourth quarter of 2001. All other goodwill and other intangible assets determined to have indefinite lives were no longer amortized beginning January 1, 2002. Pursuant to FAS 142, the Company has reviewed the goodwill acquired in prior business combinations for impairment, and determined that there was no impairment.
The following table reflects our operating results adjusted as though the Company had not amortized goodwill and other indefinitely lived intangible assets in 2001.
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2001 |
2002 |
2001 |
2002 |
||||||||
Reported net income | $ | 13,107 | $ | 15,353 | $ | 25,037 | $ | 29,860 | ||||
Add back: intangible asset amortization | 4,723 | | 9,579 | | ||||||||
Tax effect at effective tax rate | (1,889 | ) | | (3,831 | ) | | ||||||
Adjusted net income | 15,941 | 15,353 | 30,785 | 29,860 | ||||||||
Basic earnings per shareas reported | $ | 0.59 | $ | 0.69 | $ | 1.13 | $ | 1.34 | ||||
Basic earnings per shareas adjusted | $ | 0.72 | $ | 0.69 | $ | 1.39 | $ | 1.34 | ||||
Diluted earnings per shareas reported | $ | 0.58 | $ | 0.67 | $ | 1.11 | $ | 1.30 | ||||
Diluted earnings per shareas adjusted | $ | 0.70 | $ | 0.67 | $ | 1.36 | $ | 1.30 |
As further described in Note 4, the Company made payments to acquire interests in existing Affiliates during the six months ended June 30, 2002. The increase in the carrying amount of goodwill
5
associated with such transactions, as well as the carrying amounts of goodwill, are shown in the following table:
|
High Net Worth |
Mutual Fund |
Institutional |
Total |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance, as of December 31, 2001 | $ | 169,429 | $ | 214,741 | $ | 271,141 | $ | 655,311 | ||||
Goodwill acquired | 4,618 | 771 | 12,681 | 18,070 | ||||||||
Balance, as of June 30, 2002 | $ | 174,047 | $ | 215,512 | $ | 283,822 | $ | 673,381 | ||||
The following table reflects the components of intangible assets as of June 30, 2002:
|
Gross Carrying Amount |
Accumulated Amortization |
|||||
---|---|---|---|---|---|---|---|
Amortized intangible assets: | |||||||
Acquired client relationships | $ | 220,838 | $ | 41,889 | |||
Non-amortized intangible assets: | |||||||
Acquired client relationshipsmutual fund management contracts | 155,275 | 10,840 | |||||
Goodwill | 741,494 | 68,113 |
The cost of amortizable acquired client relationships is amortized using the straight-line method over a weighted average life of approximately 16 years. Including incremental amortization attributable to the Company's investment in Third Avenue Management, which is described in Note 4, the Company estimates that amortization expense will be $13,800 for 2002, $14,500 for 2003, and $13,500 for 2004, 2005 and 2006.
3. Derivative Financial Instruments
On January 1, 2001, the Company adopted Financial Accounting Standard No. 133 ("FAS 133"), "Accounting for Derivative Instruments and Hedging Activities," as amended by Financial Accounting Standard No. 138, "Accounting For Certain Derivative Instruments and Certain Hedging Activities." FAS 133 requires that all derivatives be recorded on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. The cumulative effect of adopting FAS 133 was not material to the Company's consolidated financial statements.
The Company is exposed to interest rate risk inherent in its debt liabilities. The Company's risk management strategy includes the use of financial instruments, specifically interest rate swap contracts, to hedge certain variable rate interest rate exposures. In entering into these contracts, AMG intends to offset relative cash flow gains and losses that occur due to changes in interest rates on its existing debt liabilities with cash flow losses and gains on the contracts hedging these liabilities. For example, the Company may agree with a counterparty (typically a major commercial bank) to exchange the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional principal amount.
The Company records all derivatives on the balance sheet at fair value. As the Company's hedges are designated and qualify as cash flow hedges, the effective portion of the unrealized gain or loss on the derivative instrument is recorded in accumulated other comprehensive income as a separate component of stockholders' equity and reclassified into earnings when periodic settlement of variable rate liabilities are recorded in earnings. For interest rate swaps, hedge effectiveness is measured by comparing the present value of the cumulative change in the expected future variable cash flows of the hedged contract with the present value of the cumulative change in the expected future variable cash flows of the hedged item, both of which are based on LIBOR rates. To the extent that the critical
6
terms of the hedged item and the derivative are not identical, hedge ineffectiveness is reported in earnings as interest expense. Hedge ineffectiveness was not material in the second quarter of 2002.
In February 2002, the Company entered into a $25,000 notional amount interest rate swap contract with a major commercial bank as counterparty to exchange the difference between fixed-rate and floating-rate interest amounts calculated by reference to the notional amount. This contract, which did not qualify for hedge accounting, was closed in the second quarter of 2002, and the realized loss, which was not material, was recorded in earnings.
At June 30, 2002, the net amount of the Company's interest rate swap liability attributable to $25,000 notional amount of interest rate swap contracts outstanding was $400, which was recorded on the consolidated balance sheet in accounts payable and accrued liabilities. AMG estimates the fair values of derivatives based on quoted market prices. At June 30, 2002, the Company had recorded approximately $314 of net unrealized losses on derivative instruments, net of taxes, in accumulated other comprehensive income. AMG expects that 100% of these losses will be reclassified to earnings within one year.
4. Acquisitions
During the six months ended June 30, 2002, the Company made payments to acquire interests in existing Affiliates, which were financed through working capital and the issuance of notes.
On August 8, 2002, the Company completed its acquisition of a majority equity interest in the business of New York-based Third Avenue Management, which serves as the adviser to the Third Avenue family of no-load mutual funds and the sub-adviser to non-proprietary mutual funds and annuities, and also manages separate accounts for high net worth individuals and institutions. The transaction was financed through the Company's working capital and borrowings under the Company's revolving credit facility, as described in greater detail in Note 8.
5. Comprehensive Income
The Company's comprehensive income includes net income, changes in unrealized foreign currency gains and losses and changes in unrealized gains and losses on derivative instruments, which also reflect the cumulative effect of adopting FAS 133. Comprehensive income, net of taxes, was as follows:
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2001 |
2002 |
2001 |
2002 |
||||||||
Net income | $ | 13,107 | $ | 15,353 | $ | 25,037 | $ | 29,860 | ||||
Change in unrealized foreign currency gains (losses) | 17 | 77 | 25 | 44 | ||||||||
Change in net unrealized loss on derivative instruments | (149 | ) | 27 | (289 | ) | 165 | ||||||
Cumulative effect of change in accounting principleFAS 133 transition adjustment | | | (1,321 | ) | | |||||||
Reclassification of FAS 133 transition adjustment to net income | 716 | 36 | 881 | 73 | ||||||||
Comprehensive income | $ | 13,691 | $ | 15,493 | $ | 24,333 | $ | 30,142 | ||||
7
The components of accumulated other comprehensive income, net of taxes, were as follows:
|
December 31, 2001 |
June 30, 2002 |
|||||
---|---|---|---|---|---|---|---|
Foreign currency translation adjustment | $ | (294 | ) | $ | (250 | ) | |
Unrealized loss on derivative instruments | (552 | ) | (314 | ) | |||
Accumulated other comprehensive income | $ | (846 | ) | $ | (564 | ) | |
6. Income Taxes
A summary of the provision for income taxes is as follows:
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2001 |
2002 |
2001 |
2002 |
|||||||||
Federal: | |||||||||||||
Current | $ | 7,096 | $ | 4,736 | $ | 12,203 | $ | 8,389 | |||||
Deferred | 550 | 4,847 | 2,401 | 9,657 | |||||||||
State: | |||||||||||||
Current | 1,014 | (40 | ) | 1,744 | 482 | ||||||||
Deferred | 78 | 692 | 342 | 1,379 | |||||||||
Provision for income taxes | $ | 8,738 | $ | 10,235 | $ | 16,690 | $ | 19,907 | |||||
The components of deferred tax assets and liabilities are as follows:
|
December 31, 2001 |
June 30, 2002 |
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---|---|---|---|---|---|---|---|---|
Deferred assets (liabilities): | ||||||||
State net operating loss carryforwards | $ | 2,345 | $ | 3,189 | ||||
Intangible amortization | (43,067 | ) | (54,431 | ) | ||||
Deferred compensation | 1,716 | 1,930 | ||||||
Accruals | 2,721 | 2,795 | ||||||
(36,285 | ) | (46,517 | ) | |||||
Valuation allowance | (1,796 | ) | (2,734 | ) | ||||
Net deferred income taxes | $ | (38,081 | ) | $ | (49,251 | ) | ||
The Company's state net operating loss carryforwards expire from 2007 to 2016. The realization of these carryforwards is dependent on generating sufficient taxable income prior to their expiration. The valuation allowances at December 31, 2001 and June 30, 2002 relate to the uncertainty of the realization of these loss carryforwards.
7. Earnings Per Share
The calculation of basic earnings per share is based on the weighted average number of shares of the Company's Common Stock outstanding during the period. The calculation of diluted earnings per share gives effect to 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
8
computations. Unlike all other dollar amounts in these notes, net income in this table is not presented in thousands.
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2001 |
2002 |
2001 |
2002 |
|||||||||
Numerator: | |||||||||||||
Net income | $ | 13,107,000 | $ | 15,353,000 | $ | 25,037,000 | $ | 29,860,000 | |||||
Denominator: | |||||||||||||
Average shares outstandingbasic | 22,109,068 | 22,196,540 | 22,086,244 | 22,210,658 | |||||||||
Incremental shares for stock options | 545,883 | 666,440 | 525,766 | 701,870 | |||||||||
Average shares outstandingdiluted | 22,654,951 | 22,862,980 | 22,612,010 | 22,912,528 | |||||||||
Earnings per share: | |||||||||||||
Basic | $ | 0.59 | $ | 0.69 | $ | 1.13 | $ | 1.34 | |||||
Diluted | $ | 0.58 | $ | 0.67 | $ | 1.11 | $ | 1.30 |
In April 2000, the Board of Directors authorized a share repurchase program pursuant to which AMG is authorized to repurchase up to 5% 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. In July 2002, the Board of Directors approved an increase in the share repurchase program, authorizing the purchase of up to an additional 5% 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.
8. Long-term Debt
At June 30, 2002, long-term senior debt was $483,461, consisting of $228,461 of zero coupon senior convertible notes, $230,000 of mandatory convertible notes and $25,000 outstanding under the Company's then-existing revolving credit facility. Long-term senior debt consisted of $200,000 of mandatory convertible notes at December 31, 2001.
In August 2002, the Company replaced its existing revolving credit facility with a new revolving credit facility (the "Facility") with several major commercial banks. The Facility, which is scheduled to mature in August 2005, currently provides that the Company may borrow up to $235,000 at rates of interest (based either on the LIBOR rate or the Prime rate as in effect from time to time) that vary depending on the level of usage of the Facility and the Company's credit ratings. Subject to the agreement of the lenders (or prospective lenders) to increase their commitments, the Facility may be increased to $350,000 at the request of the Company. The Facility contains financial covenants with respect to net worth, leverage and interest coverage, and requires the Company to pay an annual commitment fee on any unused portion. The Facility also limits the Company's ability to pay dividends and incur certain additional indebtedness. All borrowings under the Facility are collateralized by pledges of all capital stock or other equity interests owned by AMG.
In December 2001, the Company completed a public offering of mandatory convertible debt securities ("FELINE PRIDES"). A sale of an over-allotment of the securities was completed in January 2002, and increased the amount outstanding to $230,000. Each FELINE PRIDE initially consists of (i) a senior note due November 17, 2006 with a principal amount of $25 per note (each, a "Senior Note"), on which the Company pays a 6% coupon quarterly, and (ii) a forward purchase contract pursuant to which the holder has agreed to purchase, for $25 per contract, shares of Common Stock on November 17, 2004 with the number of shares to be determined based upon the average trading price of our Common Stock for a period preceding that date. Depending on the average
9
trading price in that period, the number of shares of Common Stock to be issued in the settlement of the contracts will range from 2,736,000 to 3,146,000.
Each of the Senior Notes is pledged to the Company to collateralize the holder's obligations under the forward purchase contracts. Beginning in August 2004, the Senior Notes will be remarketed to new investors. If successful, the remarketing will generate $230,000 of proceeds to be used by the original holders of the FELINE PRIDES to honor their obligations on the forward purchase contracts. In exchange for the additional $230,000 in payment on the forward purchase contracts, the Company will issue shares of its Common Stock. The number of shares of Common Stock to be issued will be determined by the price of Common Stock at that time. The Senior Notes will remain outstanding until November 2006, and (assuming a successful remarketing) will be held by the new investors.
In May 2001, the Company completed a private placement of zero coupon senior convertible notes. In this private placement, the Company sold a total of $251,000 principal amount at maturity of zero coupon senior convertible notes due 2021, with each note issued at 90.50% of such principal amount and accreting at a rate of 0.50% per annum. The Company has the option to redeem the securities for cash on or after May 7, 2006 and may be required to repurchase the securities at the accreted value at the option of the holders on May 7 of 2004, 2006, 2011 and 2016. If the holders exercise this option, the Company may elect to repurchase the securities with cash, shares of its Common Stock or some combination thereof. It is the Company's current intention to repurchase the securities with cash. Holders also had the option to require the Company to repurchase the securities on May 7, 2002, but none of the holders exercised this option.
9. Segment Information
Statement of Financial Accounting Standards No. 131 ("FAS 131"), "Disclosures about Segments of an Enterprise and Related Information," establishes disclosure requirements relating to operating segments in annual and interim financial statements. Management has assessed the requirements of FAS 131 and determined that the Company operates in three business segments representing the Company's three principal distribution channels: High Net Worth, Mutual Fund and Institutional.
Revenue in the High Net Worth distribution channel is earned from relationships with wealthy individuals, family trusts and managed account programs. Revenue in the Mutual Fund distribution channel is earned from advisory and sub-advisory relationships with mutual funds. Revenue in the Institutional distribution channel is earned from relationships with foundations and endowments, defined benefit and defined contribution plans and Taft-Hartley plans. Expenses incurred by Affiliates that are reported in segment operating results are generally based upon the revenue sharing agreements with the Company's Affiliates. As described in greater detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations", a certain percentage of revenue is allocated for use by management of an Affiliate in paying operating expenses of that Affiliate, including salaries and bonuses, and is called an "Operating Allocation." In reporting segment operating expenses, the expenses corresponding to an Affiliate's Operating Allocation are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment. If revenue increases, additional compensation is typically paid to Affiliate management partners from the Operating Allocation. As a result, the contractual expense allocation pursuant to such revenue sharing arrangement may result in the characterization of any growth in profit margin beyond our Owners' Allocation as an operating expense. All other operating expenses (except intangible amortization) and interest expense have been allocated to segments based on the proportion of aggregate EBITDA Contribution (as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations") reported by Affiliates in each segment.
10
Statements of Income
|
For the Three Months Ended June 30, 2001 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
High Net Worth |
Mutual Fund |
Institutional |
Total |
||||||||||
Revenue | $ | 29,914 | $ | 26,933 | $ | 43,816 | $ | 100,663 | ||||||
Operating expenses: | ||||||||||||||
Depreciation and amortization | 2,729 | 818 | 4,821 | 8,368 | ||||||||||
Other operating expenses | 15,972 | 15,081 | 23,352 | 54,405 | ||||||||||
18,701 | 15,899 | 28,173 | 62,773 | |||||||||||
Operating income | 11,213 | 11,034 | 15,643 | 37,890 | ||||||||||
Non-operating (income) and expenses: | ||||||||||||||
Investment and other income | (426 | ) | (299 | ) | (745 | ) | (1,470 | ) | ||||||
Interest expense | 1,156 | 856 | 1,339 | 3,351 | ||||||||||
730 | 557 | 594 | 1,881 | |||||||||||
Income before minority interest and income taxes | 10,483 | 10,477 | 15,049 | 36,009 | ||||||||||
Minority interest | (3,655 | ) | (3,097 | ) | (7,412 | ) | (14,164 | ) | ||||||
Income before income taxes | 6,828 | 7,380 | 7,637 | 21,845 | ||||||||||
Income taxes | 2,731 | 2,952 | 3,055 | 8,738 | ||||||||||
Net income | $ | 4,097 | $ | 4,428 | $ | 4,582 | $ | 13,107 | ||||||
|
For the Three Months Ended June 30, 2002 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
High Net Worth |
Mutual Fund |
Institutional |
Total |
||||||||||
Revenue | $ | 35,183 | $ | 41,235 | $ | 53,213 | $ | 129,631 | ||||||
Operating expenses: | ||||||||||||||
Depreciation and amortization | 1,320 | 294 | 3,202 | 4,816 | ||||||||||
Other operating expenses | 18,890 | 21,752 | 28,613 | 69,255 | ||||||||||
20,210 | 22,046 | 31,815 | 74,071 | |||||||||||
Operating income | 14,973 | 19,189 | 21,398 | 55,560 | ||||||||||
Non-operating (income) and expenses: | ||||||||||||||
Investment and other income | (243 | ) | (266 | ) | (283 | ) | (792 | ) | ||||||
Interest expense | 2,130 | 2,288 | 2,626 | 7,044 | ||||||||||
1,887 | 2,022 | 2,343 | 6,252 | |||||||||||
Income before minority interest and income taxes | 13,086 | 17,167 | 19,055 | 49,308 | ||||||||||
Minority interest | (5,540 | ) | (7,202 | ) | (10,978 | ) | (23,720 | ) | ||||||
Income before income taxes | 7,546 | 9,965 | 8,077 | 25,588 | ||||||||||
Income taxes | 3,018 | 3,986 | 3,231 | 10,235 | ||||||||||
Net income | $ | 4,528 | $ | 5,979 | $ | 4,846 | $ | 15,353 | ||||||
11
|
For the Six Months Ended June 30, 2001 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
High Net Worth |
Mutual Fund |
Institutional |
Total |
||||||||||
Revenue | $ | 61,340 | $ | 53,012 | $ | 86,786 | $ | 201,138 | ||||||
Operating expenses: | ||||||||||||||
Depreciation and amortization | 4,852 | 2,887 | 8,889 | 16,628 | ||||||||||
Other operating expenses | 32,593 | 29,878 | 46,838 | 109,309 | ||||||||||
37,445 | 32,765 | 55,727 | 125,937 | |||||||||||
Operating income | 23,895 | 20,247 | 31,059 | 75,201 | ||||||||||
Non-operating (income) and expenses: | ||||||||||||||
Investment and other income | (90 | ) | (475 | ) | (1,429 | ) | (1,994 | ) | ||||||
Interest expense | 2,294 | 1,633 | 2,585 | 6,512 | ||||||||||
2,204 | 1,158 | 1,156 | 4,518 | |||||||||||
Income before minority interest and income taxes | 21,691 | 19,089 | 29,903 | 70,683 | ||||||||||
Minority interest | (7,699 | ) | (6,335 | ) | (14,922 | ) | (28,956 | ) | ||||||
Income before income taxes | 13,992 | 12,754 | 14,981 | 41,727 | ||||||||||
Income taxes | 5,597 | 5,102 | 5,991 | 16,690 | ||||||||||
Net income | $ | 8,395 | $ | 7,652 | $ | 8,990 | $ | 25,037 | ||||||
|
For the Six Months Ended June 30, 2002 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
High Net Worth |
Mutual Fund |
Institutional |
Total |
||||||||||
Revenue | $ | 71,404 | $ | 79,913 | $ | 97,649 | $ | 248,966 | ||||||
Operating expenses: | ||||||||||||||
Depreciation and amortization | 2,516 | 562 | 6,420 | 9,498 | ||||||||||
Other operating expenses | 38,695 | 41,839 | 53,637 | 134,171 | ||||||||||
41,211 | 42,401 | 60,057 | 143,669 | |||||||||||
Operating income | 30,193 | 37,512 | 37,592 | 105,297 | ||||||||||
Non-operating (income) and expenses: | ||||||||||||||
Investment and other income | (405 | ) | (418 | ) | (569 | ) | (1,392 | ) | ||||||
Interest expense | 4,261 | 4,416 | 4,903 | 13,580 | ||||||||||
3,856 | 3,998 | 4,334 | 12,188 | |||||||||||
Income before minority interest and income taxes | 26,337 | 33,514 | 33,258 | 93,109 | ||||||||||
Minority interest | (11,076 | ) | (14,028 | ) | (18,238 | ) | (43,342 | ) | ||||||
Income before income taxes | 15,261 | 19,486 | 15,020 | 49,767 | ||||||||||
Income taxes | 6,104 | 7,794 | 6,009 | 19,907 | ||||||||||
Net income | $ | 9,157 | $ | 11,692 | $ | 9,011 | $ | 29,860 | ||||||
Balance Sheet Information
|
Total assets |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
At December 31, 2001 | $ | 294,053 | $ | 381,882 | $ | 484,386 | $ | 1,160,321 | ||||
At June 30, 2002 | $ | 306,046 | $ | 399,913 | $ | 534,292 | $ | 1,240,251 | ||||
12
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:
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 are an asset management company with equity investments in a diverse group of mid-sized investment management firms (our "Affiliates"). As of June 30, 2002, our affiliated investment management firms managed approximately $74.1 billion in assets across a broad range of investment styles and in three principal distribution channels (High Net Worth, Mutual Fund and Institutional). We pursue a growth strategy designed to generate shareholder value through the internal growth of existing Affiliates, investments in additional, mid-sized investment management firms, and strategic transactions and relationships designed to enhance our Affiliates' businesses and growth prospects.
In our investments in Affiliates, we typically hold a majority equity interest in each firm, with the remaining equity interests retained by the management of the Affiliate. Each Affiliate is organized as a separate and largely autonomous limited liability company or limited partnership. Each Affiliate operating agreement is tailored to meet the particular characteristics of the Affiliate. Many of our Affiliates' organizational documents include revenue sharing arrangements. Each such revenue sharing arrangement allocates a percentage of revenue for use by management of that Affiliate in paying operating expenses of the Affiliate, including salaries and bonuses. We call this the "Operating Allocation." We determine the percentage of revenue designated as Operating Allocation for each Affiliate in consultation with senior management of the Affiliate at the time of our investment based
13
on the Affiliate's historical and projected operating margins. The organizational document of each such Affiliate allocates the remaining portion of the Affiliate's revenue to the owners of that Affiliate (including us). We call this the "Owners' Allocation." Each Affiliate distributes its Owners' Allocation to its managers and to us generally in proportion to their and our respective ownership interests in that Affiliate.
One of the purposes of our revenue sharing arrangements is to provide ongoing incentives for Affiliate managers by allowing them:
An Affiliate's managers therefore have incentives to increase revenue (thereby increasing the Operating Allocation and their share of the Owners' Allocation) and to control expenses (thereby increasing the amount of Operating Allocation available for their compensation).
The revenue sharing arrangements allow us to participate in the revenue growth of each Affiliate because we receive a portion of the additional revenue as our share of the Owners' Allocation. We participate in that growth to a lesser extent than the Affiliate's managers, however, because we do not share in the growth of the Operating Allocation or in any increases in profit margin.
In certain other cases (such as, for example, The Managers Funds LLC), the Affiliate is not subject to a revenue sharing arrangement, but instead operates on a profit-based model. As a result, we participate fully in any increase or decrease in the revenue or expenses of such firms.
Net income on our income statement reflects the consolidation of substantially all of the revenue of our Affiliates, reduced by:
As discussed above, the operating expenses of an Affiliate as well as its managers' minority interest generally increase (or decrease) as the Affiliate's revenue increases (or decreases) because of the direct relationship established in many of our agreements between the Affiliate's revenue and its Operating Allocation and Owners' Allocation. While our profit distributions generally take priority over the distributions to other owners, if there are any expenses in excess of the Operating Allocation of an Affiliate, the excess expenses first reduce the portion of the Owners' Allocation allocated to the Affiliate's managers, until that portion is eliminated, and then reduce the portion allocated to us. Any such reductions in our portion of the Owners' Allocation are generally required to be paid back to us out of future Owners' Allocation. In any period in which an Affiliate's expenses exceed its Operating Allocation, the operating expenses for that Affiliate for that period will exceed the portion of such Affiliate's revenues generally established by the revenue sharing agreement.
Our level of profitability will depend on a variety of factors, including:
14
investment advisory relationships and fee structures, marketing their services successfully to new clients and obtaining favorable investment results;
We generally derive our revenue from the provision of investment management services for fees by our Affiliates. Investment management fees ("asset-based 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, fees paid on the basis of investment performance ("performance fees") at certain Affiliates may affect the profitability of those Affiliates and us. Performance fees are inherently dependent on investment results, and therefore may vary substantially from period to period.
We believe it is significant to distinguish certain amortization and other non-cash expenses from other operating expenses since these expenses do not require the use of cash. We have provided additional supplemental information in this report for "cash" related earnings as an addition to, but not as a substitute for, measures of financial performance under generally accepted accounting principles, and our calculations may not be consistent with those of other companies. Our additional measures of "cash" related earnings are:
15
Our measure of Cash Net Income has been modified in response to our adoption of Financial Accounting Standard No. 142 ("FAS 142"), "Goodwill and Other Intangible Assets" on January 1, 2002. Prior to this change, deferred tax expenses were accrued because intangible assets were amortized over different periods for financial reporting and income tax purposes (since we structure our investments as taxable transactions, and since our cash taxes are reduced by amortization deductions over the periods prescribed by tax laws). While FAS 142 eliminated the amortization of goodwill and certain other intangible assets, it continues to require the accrual of deferred tax expenses for these assets. Nevertheless, because under FAS 142 this deferred tax accrual would reverse only in the event of a future sale or impairment of an Affiliate, we believe deferred tax accruals should be added back in calculating Cash Net Income to best approximate the actual funds available to us to make new investments, repay debt obligations or repurchase shares of our Common Stock. Accordingly, we now define Cash Net Income as "net income plus depreciation, amortization and deferred taxes." For periods prior to 2002 and our adoption of FAS 142, we defined Cash Net Income as "net income plus depreciation and amortization," and results for such periods are presented on that basis in this report.
Results of Operations
We conduct our business in three operating segments corresponding with the three principal distribution channels in which our Affiliates provide investment management services: High Net Worth, Mutual Fund and Institutional. Clients in the High Net Worth distribution channel include wealthy individuals and family trusts, with whom our Affiliates have direct relationships or indirect relationships through managed account programs. In the Mutual Fund distribution channel, our Affiliates provide advisory or sub-advisory services to mutual funds that are distributed to retail and institutional clients directly and through intermediaries, including independent investment advisers, retirement plan sponsors, broker-dealers, major fund marketplaces and bank trust departments. In the Institutional distribution channel, our Affiliates manage assets for foundations and endowments, defined benefit and defined contribution plans for corporations and municipalities and Taft-Hartley plans.
Our assets under management include assets which are directly managed and those that underlie overlay strategies. Overlay assets (assets managed subject to strategies which employ futures, options or other derivative securities) generate fees which typically are substantially lower than the fees generated by our Affiliates' other investment strategies. Therefore, changes in directly managed assets have a greater impact on our revenue than changes in total assets under management (a figure which includes overlay assets).
16
The following tables present a summary of our reported assets under management by distribution channel and activity.
Assets under ManagementBy Distribution Channel |
December 31, 2001 |
June 30, 2002 |
|||||
---|---|---|---|---|---|---|---|
(Dollars in billions) |
|
|
|||||
High Net Worth | $ | 24.6 | $ | 22.1 | |||
Mutual Fund | 14.4 | 14.6 | |||||
Institutional | 42.0 | 37.4 | |||||
$ | 81.0 | $ | 74.1 | ||||
Directly managed assetsPercent of total | 88% | 88% | |||||
Overlay assetsPercent of total | 12% | 12% | |||||
100% | 100% | ||||||
Assets under ManagementStatement of Changes |
For the Three Months Ended June 30, 2002 |
For the Six Months Ended June 30, 2002 |
||||||
---|---|---|---|---|---|---|---|---|
(Dollars in billions) |
|
|
||||||
Beginning of period | $ | 81.4 | $ | 81.0 | ||||
Sale of Paradigm Asset Management Company, L.L.C. | (1.0 | ) | (1.0 | ) | ||||
Net client cash flowsdirectly managed assets | (0.1 | ) | 0.1 | |||||
Net client cash flowsoverlay assets | 0.1 | (0.3 | ) | |||||
Investment performance | (6.3 | ) | (5.7 | ) | ||||
End of period | $ | 74.1 | $ | 74.1 | ||||
In August 2002, we closed our investment in Third Avenue Management. Pro forma for the investment in Third Avenue, our assets under management at June 30, 2002 were $79.4 billion.
The decrease in our assets under management in the quarter ended June 30, 2002 is primarily the result of a decline in the value of assets corresponding to broad declines in the equity markets. Broad declines in the equity markets have continued in the current quarterly period. As examples of these declines, from June 30, 2002 to August 9, 2002 the Dow Jones Industrial Average and the NASDAQ Composite Index experienced declines of 5.4% and 10.7%, respectively. These declines are anticipated to decrease our average assets under management for the current quarterly period and, depending on future equity market performance, may have the continuing effect of decreasing our average assets under management in future periods.
17
The following table presents selected financial data for each of our operating segments.
|
For the Three Months Ended June 30, |
|
For the Six Months Ended June 30, |
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
% Change |
% Change |
||||||||||||||||
(Dollars in millions, except as noted) |
2001 |
2002 |
2001 |
2002 |
||||||||||||||
Average assets under management (in billions)(1) | ||||||||||||||||||
High Net Worth | $ | 23.7 | $ | 23.5 | (1 | )% | $ | 23.4 | $ | 24.0 | 3 | % | ||||||
Mutual Fund | 9.9 | 15.2 | 54 | % | 9.6 | 14.8 | 54 | % | ||||||||||
Institutional | 38.5 | 38.7 | 1 | % | 40.9 | 39.3 | (4 | )% | ||||||||||
Total | $ | 72.1 | $ | 77.4 | 7 | % | $ | 73.9 | $ | 78.1 | 6 | % | ||||||
Revenue | ||||||||||||||||||
High Net Worth | $ | 29.9 | $ | 35.2 | 18 | % | $ | 61.3 | $ | 71.4 | 16 | % | ||||||
Mutual Fund | 26.9 | 41.2 | 53 | % | 53.0 | 79.9 | 51 | % | ||||||||||
Institutional | 43.8 | 53.2 | 21 | % | 86.8 | 97.6 | 12 | % | ||||||||||
Total | $ | 100.6 | $ | 129.6 | 29 | % | $ | 201.1 | $ | 248.9 | 24 | % | ||||||
Net income(2) | ||||||||||||||||||
High Net Worth | $ | 4.1 | $ | 4.5 | 10 | % | $ | 8.4 | $ | 9.1 | 8 | % | ||||||
Mutual Fund | 4.4 | 6.0 | 36 | % | 7.6 | 11.7 | 54 | % | ||||||||||
Institutional | 4.6 | 4.9 | 7 | % | 9.0 | 9.1 | 1 | % | ||||||||||
Total | $ | 13.1 | $ | 15.4 | 18 | % | $ | 25.0 | $ | 29.9 | 20 | % | ||||||
EBITDA(2) | ||||||||||||||||||
High Net Worth | $ | 10.7 | $ | 11.0 | 3 | % | $ | 21.1 | $ | 22.1 | 5 | % | ||||||
Mutual Fund | 9.1 | 12.5 | 37 | % | 17.3 | 24.4 | 41 | % | ||||||||||
Institutional | 13.8 | 13.9 | 1 | % | 26.5 | 26.3 | (1 | )% | ||||||||||
Total | $ | 33.6 | $ | 37.4 | 11 | % | $ | 64.9 | $ | 72.8 | 12 | % | ||||||
Revenue
Our revenue is generally determined by the following factors:
18
In addition, the billing patterns of our Affiliates will have an impact on revenue in cases of rising or falling markets. As described previously, advisory fees billed in advance will not reflect subsequent changes in the market value of assets under management for that period, while advisory fees billed in arrears will reflect changes in the market value of assets under management for that period.
Total revenue increased 29% and 24%, respectively, in the quarter and six months ended June 30, 2002 from the quarter and six months ended June 30, 2001. The increase in revenue in the quarter and six months ended June 30, 2002 resulted primarily from an increase in average assets under management and an increase in performance fees that were earned. In the quarter ended June 30, 2002, the increase in revenue also resulted from a larger percentage of assets under management that billed in advance as compared to the quarter ended June 30, 2001. The increase in average assets under management is attributable to our investments in two new Affiliates in the fourth quarter of 2001 (Friess Associates, LLC ("Friess") and Welch & Forbes LLC ("Welch & Forbes") and to positive net client cash flows from directly managed assets during 2001, partially offset by net client cash outflows from overlay assets in the same periods and a decline in the value of assets under management, which resulted principally from a broad decline in the equity markets during these periods.
As described above, the broad declines in the equity markets experienced in the second quarter and to date in the current quarterly period are anticipated to decrease our average assets under management in the current quarterly period. As a result, we anticipate that revenue and other principal financial measuresincluding Cash Net Income, EBITDA and Net Incomewill be lower in this period. Depending on the future performance of the equity markets, we may experience the continuing effect of declines in such measures in future periods.
The following discusses the changes in our revenue by operating segments.
High Net Worth Distribution Channel
The increase in revenue of 18% in the High Net Worth distribution channel in the quarter ended June 30, 2002 as compared to the quarter ended June 30, 2001 resulted principally from increases in assets under management attributable to our investment in Welch & Forbes in November 2001, positive net client cash flows from directly managed assets during 2001 and a shift in assets under management to client relationships that realize higher fees and bill advisory fees in advance. The increase was partially offset by a decline in the value of assets under management resulting principally from a broad decline in the equity markets, and by net client cash outflows from directly managed assets in the first six months of 2002.
The increase in revenue of 16% in the High Net Worth distribution channel in the six months ended June 30, 2002 as compared to the six months ended June 30, 2001 resulted principally from increases in assets under management attributable to our investment in Welch & Forbes in 2001, positive net client cash flows from directly managed assets during 2001 and a shift in assets under management to client relationships that realize higher fees. The increase in revenue was partially offset by a decline in the value of assets under management resulting principally from a broad decline in the equity markets, and by net client cash outflows from directly managed assets in the first six months of 2002.
19
Mutual Fund Distribution Channel
The increase in revenue of 53% and 51%, respectively, in the Mutual Fund distribution channel in the quarter and six months ended June 30, 2002 as compared to the quarter and six months ended June 30, 2001 resulted principally from an increase in average assets under management. The increase in average assets under management from both the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002 was primarily attributable to our investment in Friess in October 2001 and to positive net client cash flows from directly managed assets, and was partially offset by a decline in the value of assets under management, which resulted principally from a broad decline in the equity markets.
Institutional Distribution Channel
The increase in revenue of 21% in the Institutional distribution channel in the quarter ended June 30, 2002 as compared to the quarter ended June 30, 2001 resulted principally from an increase in performance fees and from an increase in our assets under management attributable to our investment in Friess in 2001. The increase in revenue was partially offset by a shift in directly managed assets to client relationships that realize lower fees and a decline in the value of assets under management from a broad decline in the equity markets, as well as from net client cash outflows from directly managed assets.
The increase in revenue of 12% in the Institutional distribution channel in the six months ended June 30, 2002 as compared to the six months ended June 30, 2001 resulted principally from an increase in performance fees and from an increase in assets under management related to our investment in Friess in 2001. The increase was partially offset by a decline in the value of assets under management related to a broad decline in the equity markets, and from net client cash outflows from directly managed assets.
Operating Expenses
The following table presents a summary of our consolidated operating expenses (our holding company expenses and our Affiliates' Operating Allocations).
|
For the Three Months Ended June 30, |
|
For the Six Months Ended June 30, |
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
% Change |
% Change |
|||||||||||||||
(Dollars in millions, except as noted) |
2001 |
2002 |
2001 |
2002 |
|||||||||||||
Compensation and related expenses | $ | 32.7 | $ | 42.0 | 28 | % | $ | 66.9 | $ | 83.5 | 25 | % | |||||
Selling, general and administrative | 19.0 | 24.1 | 27 | % | 37.1 | 43.7 | 18 | % | |||||||||
Amortization of intangible assets | 7.0 | 3.4 | (51 | )% | 13.8 | 6.7 | (51 | )% | |||||||||
Depreciation and other amortization | 1.4 | 1.4 | 0 | % | 2.8 | 2.8 | 0 | % | |||||||||
Other operating expenses | 2.7 | 3.2 | 19 | % | 5.3 | 7.0 | 32 | % | |||||||||
Total operating expenses | $ | 62.8 | $ | 74.1 | 18 | % | $ | 125.9 | $ | 143.7 | 14 | % | |||||
Because a substantial portion of these expenses (excluding intangible amortization) are incurred by our Affiliates and because Affiliate expenses are generally limited to an Operating Allocation, our total operating expenses are impacted by increases or decreases in an Affiliate's revenue, which correspondingly increase or decrease that Affiliate's Operating Allocation. Total operating expenses (excluding intangible amortization) increased 27% and 22%, respectively, from the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002, reflecting the general relationship between revenue and the Operating Allocations for Affiliates with revenue sharing arrangements.
20
Compensation and related expenses increased 28% and 25%, respectively, in the quarter and six months ended June 30, 2002 as compared to the quarter and six months ended June 30, 2001, primarily as a result of the relationship between revenue and operating expenses described above.
Selling, general and administrative expenses increased 27% and 18%, respectively, from the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002. This increase in selling, general and administrative expenses was principally attributable to an increase in aggregate Affiliate expenses resulting from the expenses of Friess and Welch & Forbes that are now included in our consolidated results, as well as other increases in such expenses at our existing Affiliates.
The decrease in amortization of intangible assets of 51% in both the quarter and six months ended June 30, 2002 as compared to the quarter and six months ended June 30, 2001 resulted from our adoption of FAS 142, which requires that goodwill and other intangible assets with indefinite lives no longer be amortized. The decrease in amortization expense resulting from our adoption of FAS 142 was partially offset by increases in amortization from our investments in Friess and Welch & Forbes.
Other Income Statement Data
The following table summarizes other income statement data.
|
For the Three Months Ended June 30, |
|
For the Six Months Ended June 30, |
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
% Change |
% Change |
|||||||||||||||
(Dollars in millions, except as noted) |
2001 |
2002 |
2001 |
2002 |
|||||||||||||
Minority interest | $ | 14.2 | $ | 23.7 | 67 | % | $ | 29.0 | $ | 43.3 | 49 | % | |||||
Income tax expense | 8.7 | 10.2 | 17 | % | 16.7 | 19.9 | 19 | % | |||||||||
Interest expense | 3.4 | 7.0 | 106 | % | 6.5 | 13.6 | 109 | % | |||||||||
Investment and other income | 1.5 | 0.8 | (47 | )% | 2.0 | 1.4 | (30 | )% |
Minority interest increased 67% and 49%, respectively, from the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002, resulting from our new investments in Friess and Welch & Forbes and the other factors impacting revenue described above. In the quarter ended June 30, 2002, the increase in minority interest was proportionately greater than the increase in revenue because of our investment in Friess, in which we initially acquired a 51% interest, an investment interest that is at the lower end of our typical range of equity ownership in our Affiliates. In addition, performance fees were earned during the quarter at Affiliates in which our equity ownership was comparatively lower than other arrangements.
The increase in income taxes of 17% and 19%, respectively, from the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002 was attributable to the increase in income before taxes. Our effective tax rate remained the same for the periods.
Interest expense increased 106% and 109%, respectively, from the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002, principally as a result of an increase in weighted average debt outstanding (and related debt issuance costs) during those periods. In May 2001, we completed the private placement of $251 million principal amount at maturity of zero coupon senior convertible notes, and in December 2001, we completed a public offering of $200 million principal amount at maturity of mandatory convertible securities, followed by a sale of over-allotment units in January 2002 that increased the principal amount outstanding to $230 million. The increase in interest expense attributable to the increase in weighted average debt outstanding from the first quarter and first six months of 2001 to the first quarter and first six months of 2002 was partially offset by the decrease in our effective interest rate, which resulted from a decline in LIBOR rates and the 0.50% accretion rate on the zero coupon senior convertible notes.
21
Net Income and Other Financial Data
The following table summarizes historical levels of Net Income and other supplemental measures of cash-related earnings presented as an addition to, but not as a substitute for, Net Income.
|
For the Three Months Ended June 30, |
|
For the Six Months Ended June 30, |
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
% Change |
% Change |
||||||||||||||
(Dollars in millions, except as noted) |
2001 |
2002 |
2001 |
2002 |
||||||||||||
Net Income | $ | 13.1 | $ | 15.4 | 18% | $ | 25.0 | $ | 29.9 | 20% | ||||||
EBITDA Contribution | 38.1 | 43.4 | 14% | 73.9 | 84.8 | 15% | ||||||||||
EBITDA | 33.6 | 37.4 | 11% | 64.9 | 72.8 | 12% | ||||||||||
Cash Net Income | 21.5 | 25.7 | 20% | 41.7 | 50.4 | 21% |
Net Income and Cash Net Income figures that are presented for the quarter and six month periods ended June 30, 2002 reflect changes in the accounting for intangible assets as a result of the implementation of FAS 142 in the first quarter of 2002, and therefore are not directly comparable to the operating results presented for the quarter and six months ended June 30, 2001. Note 2 to our Consolidated Financial Statements presents our Net Income for the quarter and six month periods ended June 30, 2001 as though we had adopted FAS 142 on January 1, 2001. If we had adopted FAS 142 on January 1, 2001 and our definition of Cash Net Income had been modified accordingly, Cash Net Income for the quarter and six month periods ended June 30, 2001 would have been $22.1 million and $44.4 million, respectively.
The increase in Net Income of 18% and 20%, respectively, from the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002 resulted principally from the change in the EBITDA Contribution of our Affiliates and the decrease in amortization expense resulting from our adoption of FAS 142. The increases in EBITDA Contribution and EBITDA were principally attributable to the factors that affected our revenue, as discussed above under "Revenue."
Cash Net Income increased 20% and 21%, respectively, from the quarter and six months ended June 30, 2001 to the quarter and six months ended June 30, 2002, primarily as a result of the previously described factors affecting Net Income and related changes in the accounting for intangible assets resulting from our adoption of FAS 142.
Liquidity and Capital Resources
The following table summarizes certain key financial data relating to our liquidity and capital resources.
(Dollars in millions) |
December 31, 2001 |
June 30, 2002 |
||||
---|---|---|---|---|---|---|
Balance Sheet Data | ||||||
Cash and cash equivalents | $ | 73.4 | $ | 127.9 | ||
Senior bank debt | 25.0 | 25.0 | ||||
Zero coupon convertible debt | 227.9 | 228.5 | ||||
Mandatory convertible debt | 200.0 | 230.0 |
|
For the Six Months Ended June 30, |
||||||
---|---|---|---|---|---|---|---|
|
2001 |
2002 |
|||||
Cash Flow Data | |||||||
Operating cash flows | $ | 34.0 | $ | 51.6 | |||
Investing cash flows | (15.4 | ) | (19.9 | ) | |||
Financing cash flows | 125.6 | 22.8 |
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We have met our cash requirements primarily through borrowings from our banks, cash generated by operating activities and the issuance of equity and convertible debt securities. Our principal uses of cash have been to make investments in new Affiliates, repay indebtedness, pay income taxes, repurchase shares of our Common Stock, make additional investments in existing Affiliates (including our purchase of Affiliate managers' retained equity), support our and our Affiliates' operating activities and for working capital purposes. We expect that our principal uses of funds for the foreseeable future will be for additional investments, distributions to Affiliate managers, payment of interest on outstanding debt, payment of income taxes, capital expenditures, additional investments in existing Affiliates (including our purchase of Affiliate managers' retained equity), repurchases of shares of our Common Stock and for working capital purposes.
In August 2002, we replaced our existing revolving credit facility with a new revolving credit facility (the "Facility") with several major commercial banks. The Facility, which is scheduled to mature in August 2005, currently provides that we may borrow up to $235 million at rates of interest (based either on the LIBOR rate or the Prime rate as in effect from time to time) that vary depending on the level of usage of the Facility and our credit ratings. Subject to the agreement of the lenders (or prospective lenders) to increase their commitments, the Facility may be increased to $350 million at our request. The Facility contains financial covenants with respect to net worth, leverage and interest coverage, and requires us to pay an annual commitment fee on any unused portion. The Facility also limits our ability to pay dividends and incur certain additional indebtedness. All borrowings under the Facility are collateralized by pledges of all capital stock or other equity interests owned by us.
We closed our investment in Third Avenue Management on August 8, 2002 using working capital and borrowings under the Facility. Giving effect to this transaction and other borrowings and repayment activity, at August 9, 2002 we had outstanding borrowings under the Facility of $130 million, and the ability to borrow an additional $105 million.
In 2001 and January 2002, we issued convertible debt securities. In May 2001, we completed the private placement of zero coupon senior convertible notes in which we sold a total of $251 million principal amount at maturity of zero coupon senior convertible notes due 2021, accreting at a rate of 0.50% per annum. Each $1,000 zero coupon senior convertible note is convertible into 11.62 shares of our Common Stock upon the occurrence of any of the following events: (i) if the closing price of shares of our Common Stock exceeds specified levels for specified periods; (ii) if the credit rating assigned to the securities is below a specified level; (iii) if we call the securities for redemption; or (iv) if we take certain corporate actions. We have the option to redeem the securities for cash on or after May 7, 2006, and the holders may require us to repurchase the securities at their accreted value on May 7 of 2004, 2006, 2011 and 2016. The purchase price for such repurchases may be paid in cash or shares of our Common Stock. It is our current intention to repurchase the securities with cash. Holders also had the option to require the Company to repurchase the securities on May 7, 2002, but none of the holders exercised this option. In addition, in December 2001 and January 2002, we issued mandatory convertible debt securities, which are discussed below under "Financing Cash Flows."
Our obligations to purchase additional equity in our Affiliates extend over the next 15 years. At June 30, 2002, if all of these obligations became due in their entirety, the aggregate amount of these obligations and other obligations for contingent payments would have been approximately $628 million. Assuming the closing of the additional purchases, we would own the prospective Owners' Allocation of all additional equity so purchased, estimated based on financial results through June 30, 2002 to represent approximately $87 million on an annualized basis. In order to provide the funds necessary for us to meet such obligations and for us to continue to acquire interests in investment management firms, it may be necessary for us to incur, from time to time, additional debt and/or to issue equity or debt securities, depending on market and other conditions. These potential obligations, combined with our other cash needs, may require more cash than is available from operations, and therefore we may
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need to raise capital by making additional borrowings or by selling shares of our stock or other equity or debt securities, or to otherwise refinance a portion of these obligations.
Cash and cash equivalents aggregated $127.9 million at June 30, 2002, an increase of $54.5 million from December 31, 2001. Excluding balances held by our Affiliates, we had approximately $87.0 million in cash and cash equivalents at June 30, 2002. Giving effect to our investment in Third Avenue Management, as of August 9, 2002 (excluding balances held by Affiliates), we had approximately $77 million in cash and cash equivalents.
Operating Cash Flows
The increase in net cash flow from operating activities from the six months ended June 30, 2001 to the six months ended June 30, 2002 resulted principally from changes in accounts payable during the six months ended June 30, 2001 and June 30, 2002.
Investing Cash Flows
Changes in net cash flow from investing activities primarily result from our investments in new and existing Affiliates. Net cash flow used to make investments was $15.8 million and $13.3 million for the six months ended June 30, 2002 and June 30, 2001, respectively, reflecting our additional investments in existing Affiliates.
Financing Cash Flows
The decrease in net cash flow from financing activities from the six months ended June 30, 2001 to the six months ended June 30, 2002 was attributable to our issuance of zero coupon senior convertible notes in May 2001, partially offset by our issuance of mandatory convertible debt securities in January 2002, further described below. The principal source of cash from financing activities during the six months ended June 30, 2001 and 2002 was our issuance of convertible debt securities and borrowings under the Facility. Our principal use of cash from financing activities during these periods was for the repayment of debt and for general corporate purposes.
In December 2001, we completed a public offering of mandatory convertible debt securities ("FELINE PRIDES"). A sale of an over-allotment of the securities was completed in January 2002, and increased the amount outstanding to $230 million. Each FELINE PRIDE initially consists of (i) a senior note due November 17, 2006 with a principal amount of $25 per note (each, a "Senior Note"), on which we pay a 6% coupon quarterly, and (ii) a forward purchase contract pursuant to which the holder has agreed to purchase, for $25 per contract, shares of our Common Stock on November 17, 2004 with the number of shares to be determined based upon the average trading price of our Common Stock for a period preceding that date. Depending on the average trading price in that period, the number of shares of Common Stock to be issued in the settlement of the contracts will range from 2,736,000 to 3,146,000.
Each of the Senior Notes is pledged to us to collateralize the holder's obligations under the forward purchase contracts. Beginning in August 2004, the Senior Notes will be remarketed to new investors. If successful, the remarketing will generate $230 million of proceeds to be used by the original holders of the FELINE PRIDES to honor their obligations on the forward purchase contracts. In exchange for the additional $230 million in payment on the forward purchase contracts, we will issue shares of our Common Stock. The number of shares of Common Stock to be issued will be determined by the price of our Common Stock at that time. The Senior Notes will remain outstanding until November 2006, and (assuming a successful remarketing) will be held by the new investors.
During the quarter ended June 30, 2002, we repurchased 133,100 shares of Common Stock. Pursuant to a share repurchase program authorized by our Board of Directors in April 2000, we are
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authorized to repurchase up to 5% of our issued and outstanding shares of Common Stock in open market transactions, with the timing of purchases and the amount of stock purchased determined at the discretion of our executive officers. In July 2002, our Board of Directors approved an increase in the share program, authorizing the purchase of up to an additional 5% of shares outstanding, with the timing of purchases and the amount of stock purchased at the discretion of our executive officers. From July 1, 2002 through August 9, 2002, we repurchased 299,300 shares of our Common Stock under the April 2000 repurchase program. At August 9, 2002, a total of 1,185,633 shares of Common Stock remained authorized for repurchase under the program.
Market Risk
We use interest rate derivative contracts to manage market exposures associated with our variable rate debt by creating offsetting market exposure. During February 2001, we became a party, with two major commercial banks as counterparties, to $50 million notional amount of interest rate swap contracts that are linked to the three-month LIBOR rate. Under these swap contracts, we agreed to exchange the difference between fixed-rate and floating-rate interest amounts calculated by reference to the notional amount. In February 2002, we closed $25 million notional amount of these contracts and entered into a new $25 million notional amount contract, which was subsequently closed in June 2002.
In using these derivative instruments, we face certain risks that are not directly related to market movements and are therefore not easy to quantify, and as such are not represented in the analysis which follows. These risks include country risk, legal risk and credit risk. Credit risk, or the risk of loss arising from a counterparty's failure or inability to meet payment or performance terms of a contract, is a particularly significant element of an interest rate swap contract. We attempt to control this risk through analysis of our counterparties and ongoing examinations of outstanding payments and delinquencies.
We have performed a sensitivity analysis on our hedged contract assuming a hypothetical 10% adverse movement in LIBOR rates, sustained for three months. This analysis reflects the impact of such movement on the combination of our senior debt under the Facility and our interest rate derivative contracts, by multiplying the notional amount of the interest rate derivative contract by the effect of a 10% decrease in LIBOR rates, and then factoring in the offsetting interest rate savings on the underlying senior debt. As of August 9, 2002, this analysis indicated that this hypothetical movement in LIBOR rates would have resulted in a quarterly loss, net of taxes, of approximately $120,000.
There can be no assurance that we will continue to maintain such derivative contracts at their existing levels of coverage or that the amount of coverage maintained will cover all of our indebtedness outstanding at any such time. Therefore, there can be no assurance that the derivative contracts will meet their overall objective of reducing our interest expense. In addition, there can be no assurance that we will be successful in obtaining derivative contracts in the future on our existing or any new indebtedness.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk affecting us, see "Market Risk" above, which is incorporated herein by reference.
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Item 1. Legal Proceedings
From time to time, we and our 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 our financial position, liquidity or results of operations.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Affiliated Managers Group, Inc. was held in Boston, Massachusetts on June 4, 2002. At that meeting, the stockholders considered and acted upon the following proposals:
Director |
Shares Voted For |
Shares Withheld |
|
|||
---|---|---|---|---|---|---|
William J. Nutt | 18,195,493 | 237,740 | ||||
Sean M. Healey | 18,270,549 | 162,684 | ||||
Richard E. Floor | 17,715,076 | 718,157 | ||||
Stephen J. Lockwood | 18,195,523 | 237,710 | ||||
Harold J. Meyerman | 18,270,793 | 162,440 | ||||
Rita M. Rodriguez | 18,195,508 | 237,725 | ||||
William F. Weld | 18,195,009 | 238,224 |
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None.
Item 6. Exhibits and Reports on Form 8-K
None.
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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) |
||
/s/ DARRELL W. CRATE (Darrell W. Crate) |
||
on behalf of the Registrant as Executive Vice President, Chief Financial Officer and Treasurer (and also as Principal Financial and Principal Accounting Officer) |
||
August 13, 2002 |
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