News Column

AMG Reports Financial and Operating Results for the Fourth Quarter and Full Year 2013

February 4, 2014

Company Reports Economic EPS of $3.66 ; EPS of $2.79 for Fourth Quarter, Economic EPS of $10.31 ; EPS of $6.55 for Full Year 2013 BOSTON --(BUSINESS WIRE)-- Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the fourth quarter and full year 2013. For the fourth quarter of 2013, Economic earnings per share (“Economic EPS”) were $3.66 , compared to $2.55 for the same period of 2012, while diluted earnings per share for the fourth quarter of 2013 were $2.79 , compared to $1.40 for the same period of 2012. For the fourth quarter of 2013, Economic net income was $202.9 million , compared to $136.5 million for the same period of 2012. For the fourth quarter of 2013, Net income was $158.2 million , compared to $75.0 million for the same period of 2012. For the fourth quarter of 2013, EBITDA was $301.5 million , compared to $182.1 million for the same period of 2012. (Economic EPS, Economic net income, and EBITDA are defined in the attached tables, along with comparisons to the appropriate GAAP measure.) For the year ended December 31, 2013 , Economic net income was $570.1 million , while EBITDA was $819.9 million , and Net income was $360.5 million . For the year ended December 31, 2012 , Economic net income was $408.8 million , while EBITDA was $543.4 million , and Net income was $174.0 million . Net client cash flows for the fourth quarter of 2013 were $5.5 billion , and flows for the year ended December 31, 2013 were $40.7 billion . Pro forma for a pending investment, the aggregate assets under management of AMG’s affiliated investment management firms were approximately $544 billion at December 31, 2013 . “AMG’s fourth quarter of 2013 capped an outstanding year with strong results across our business,” stated Sean M. Healey , AMG’s Chairman and Chief Executive Officer. “Record Economic earnings per share of $3.66 for the fourth quarter and $10.31 for the year were increases of 44% and 34%, respectively, over the same periods of 2012. Our results reflect excellent execution across all aspects of our growth strategy, including the exceptional investment performance of our industry-leading Affiliates; the continued success of our global distribution strategy, with record net client cash flows; the addition of highly-regarded Affiliates through our new investments strategy; and the impact of performance fees generated in the quarter and the year.” “Our Affiliates produced strong investment performance across a broad array of return-oriented product areas, including global and emerging markets equities, U.S. equities, and a range of alternative strategies,” Mr. Healey added. “With outstanding long-term track records in these product areas at Affiliates such as Tweedy, Browne, Harding Loevner , Genesis, Artemis, and Yacktman in equities, and ValueAct, AQR, First Quadrant and BlueMountain in alternatives – AMG is positioned for continued strong organic growth. In addition, our alternative products delivered excellent absolute returns and exceptional performance fees during the quarter and the year.” “Our global distribution strategy, which complements Affiliate-level marketing efforts with the centralized platform of AMG’s global franchise, has now generated outstanding organic growth from net client cash flows for fifteen consecutive quarters – including $5.5 billion of net flows in the quarter and over $40 billion in 2013,” Mr. Healey continued. “With the substantial investment we have made to extend our Affiliates’ marketing reach in key institutional markets worldwide, our Affiliates continue to win new business in every coverage region, and with our strategic position in high-performing, alpha-generating products favored by sophisticated clients, we expect ongoing strong new business momentum. In addition, given the strategic initiatives we have recently announced in our U.S. retail distribution business – including rebranding our mutual fund platform as AMG Funds, and aligning the Aston Funds business within that platform – we are well-positioned to generate long-term organic growth in the U.S. retail market.” “Finally, in addition to the strong results of our Affiliates, we continue to generate earnings growth through the successful execution of our new investments strategy, including the recent announcement of our partnership with highly regarded small- and mid-cap manager SouthernSun Asset Management during the quarter. Looking ahead, our diverse pipeline of prospects includes traditional and alternative firms globally, and we are uniquely positioned to execute on a broad range of investment opportunities. Given our unparalleled competitive position in a favorable transaction environment, we are confident that we will meaningfully enhance the earnings power of our business through additional accretive investments in outstanding new Affiliates.” About Affiliated Managers Group AMG is a global asset management company with equity investments in leading boutique investment management firms. AMG’s innovative partnership approach allows each Affiliate’s management team to own significant equity in their firm while maintaining operational autonomy. AMG’s strategy is to generate growth through the internal growth of existing Affiliates, as well as through investments in new Affiliates. In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations. As of December 31, 2013 , the aggregate assets under management of AMG’s Affiliates were approximately $544 billion , pro forma for a pending investment, in more than 400 investment products across a broad range of investment styles, asset classes and distribution channels. For more information, please visit the Company’s website at www.amg.com . Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, the ability to close pending investments, the investment performance of our Affiliates and their ability to effectively market their investment strategies, and other risks detailed from time to time in AMG’s filings with the Securities and Exchange Commission . Reference is hereby made to the “Risk Factors” set forth in the Company’s Form 10-K for the year ended December 31, 2012 . AMG routinely posts information that may be significant for investors in the Investor Relations section of its website, and encourages investors to consult that section regularly. For additional information, please visit www.amg.com . Financial Tables Follow A teleconference will be held with AMG’s management at 11:00 a.m. Eastern time today. Parties interested in listening to the teleconference should dial 1-877-407-9210 (domestic calls) or 1-201-689-8049 (international calls) starting at 10:45 a.m. Eastern time . Those wishing to listen to the teleconference should dial the appropriate number at least ten minutes before the call begins. The teleconference will also be available for replay beginning approximately one hour after the conclusion of the call. To hear a replay of the call, please dial 1-877-660-6853 (domestic calls) or 1-201-612-7415 (international calls) and provide conference ID 13574898. The live call and replay of the session, and additional financial information referenced during the teleconference, can also be accessed via the Web at http://www.amg.com/InvestorRelations/ . Affiliated Managers Group, Inc. Financial Highlights (in millions, except per share data) Three Months Three Months Ended Ended 12/31/12 12/31/13 Revenue $ 491.0 $ 594.0 Net income (controlling interest) $ 75.0 $ 158.2 Economic net income (A) $ 136.5 $ 202.9 EBITDA (B) $ 182.1 $ 301.5 Average shares outstanding - diluted 55.5 59.1 Earnings per share - diluted $ 1.40 $ 2.79 Average shares outstanding - adjusted diluted (C) 53.6 55.4 Economic earnings per share (C) $ 2.55 $ 3.66 December 31 , 2012 December 31 , 2013 Cash and cash equivalents $ 430.4 $ 469.6 Senior bank debt $ 325.0 $ 525.0 Senior notes $ 340.0 $ 340.0 Senior convertible securities $ 450.1 $ - Junior convertible trust preferred securities $ 515.5 $ 518.7 Stockholders’ equity $ 2,084.2 $ 2,134.2 Affiliated Managers Group, Inc. Financial Highlights (in millions, except per share data) Year Year Ended Ended 12/31/12 12/31/13 Revenue $ 1,805.5 $ 2,188.8 Net income (controlling interest) $ 174.0 $ 360.5 Economic net income (A) $ 408.8 $ 570.1 EBITDA (B) $ 543.4 $ 819.9 Average shares outstanding - diluted 53.0 56.7 Earnings per share - diluted $ 3.28 $ 6.55 Average shares outstanding - adjusted diluted (C) 53.0 55.3 Economic earnings per share (C) $ 7.71 $ 10.31 Affiliated Managers Group, Inc. Reconciliations of Earnings Per Share Calculation (in millions, except per share data) Three Months Three Months Ended Ended 12/31/12 12/31/13 Net income (controlling interest) $ 75.0 $ 158.2 Convertible securities interest expense, net 2.7 6.6 Net income (controlling interest), as adjusted $ 77.7 $ 164.8 Average shares outstanding - diluted 55.5 59.1 Earnings per share - diluted $ 1.40 $ 2.79 Year Year Ended Ended 12/31/12 12/31/13 Net income (controlling interest) $ 174.0 $ 360.5 Convertible securities interest expense, net - 10.5 Net income (controlling interest), as adjusted $ 174.0 $ 371.0 Average shares outstanding - diluted 53.0 56.7 Earnings per share - diluted $ 3.28 $ 6.55 Affiliated Managers Group, Inc. Reconciliations of Average Shares Outstanding (in millions) Three Months Three Months Ended Ended 12/31/12 12/31/13 Average shares outstanding - diluted 55.5 59.1 Assumed issuance of Trust Preferred shares (2.0 ) (4.2 ) Dilutive impact of 2008 Senior Convertible Notes shares 0.1 - Dilutive impact of Trust Preferred shares - 0.5 Average shares outstanding - adjusted diluted (C) 53.6 55.4 Year Year Ended Ended 12/31/12 12/31/13 Average shares outstanding - diluted 53.0 56.7 Assumed issuance of Trust Preferred shares - (2.0 ) Dilutive impact of 2008 Senior Convertible Notes shares - 0.4 Dilutive impact of Trust Preferred shares - 0.2 Average shares outstanding - adjusted diluted (C) 53.0 55.3 Affiliated Managers Group, Inc. Operating Results (in millions) Assets Under Management Statement of Changes - Quarter to Date Institutional Mutual Fund High Net Worth Total Assets under management, September 30, 2013 $ 287,124 $ 156,074 $ 65,154 $ 508,352 Client cash inflows 11,859 12,042 2,585 26,486 Client cash outflows (9,881 ) (8,451 ) (2,648 ) (20,980 ) Net client cash flows 1,978 3,591 (63 ) 5,506 Investment performance 12,654 9,820 2,262 24,736 Other (D) (1,190 ) (49 ) (34 ) (1,273 ) Assets under management, December 31, 2013 $ 300,566 $ 169,436 $ 67,319 $ 537,321 Statement of Changes - Year to Date Institutional Mutual Fund High Net Worth Total Assets under management, December 31, 2012 $ 254,337 $ 121,874 $ 55,556 $ 431,767 Client cash inflows 45,349 52,715 10,941 109,005 Client cash outflows (27,966 ) (31,126 ) (9,214 ) (68,306 ) Net client cash flows 17,383 21,589 1,727 40,699 New investments - - 3,001 3,001 Investment performance 31,256 26,047 7,079 64,382 Other (D) (2,410 ) (74 ) (44 ) (2,528 ) Assets under management, December 31, 2013 $ 300,566 $ 169,436 $ 67,319 $ 537,321 Affiliated Managers Group, Inc. Operating Results (in millions) Financial Results Three Three Months Months Ended Percent Ended Percent 12/31/12 of Total 12/31/13 of Total Revenue Institutional $ 224.3 46 % $ 254.1 43 % Mutual Fund 217.1 44 % 281.5 47 % High Net Worth 49.6 10 % 58.4 10 % $ 491.0 100 % $ 594.0 100 % EBITDA (B) Institutional $ 116.3 64 % $ 201.9 67 % Mutual Fund 49.7 27 % 68.3 23 % High Net Worth 16.1 9 % 31.3 10 % $ 182.1 100 % $ 301.5 100 % Year Year Ended Percent Ended Percent 12/31/12 of Total 12/31/13 of Total Revenue Institutional $ 861.3 48 % $ 948.7 43 % Mutual Fund 774.4 43 % 1,023.0 47 % High Net Worth 169.8 9 % 217.1 10 % $ 1,805.5 100 % $ 2,188.8 100 % EBITDA (B) Institutional $ 323.5 60 % $ 493.3 60 % Mutual Fund 169.5 31 % 246.1 30 % High Net Worth 50.4 9 % 80.5 10 % $ 543.4 100 % $ 819.9 100 % Affiliated Managers Group, Inc. Reconciliations of Performance and Liquidity Measures (in millions) Three Months Three Months Ended Ended 12/31/12 12/31/13 Net income (controlling interest) $ 75.0 $ 158.2 Intangible amortization and impairments 36.9 34.2 Intangible-related deferred taxes 17.5 8.6 Other economic items 7.1 1.9 Economic net income (A) $ 136.5 $ 202.9 Cash flow from operations $ 186.2 $ 209.5 Interest expense, net of non-cash items 21.7 17.1 Current tax provision 29.9 79.5 Income from equity method investments, net of distributions 67.5 158.0 Changes in assets and liabilities and other adjustments (123.2 ) (162.6 ) EBITDA (B) $ 182.1 $ 301.5 Holding company expenses 28.8 33.2 EBITDA Contribution $ 210.9 $ 334.7 Year Year Ended Ended 12/31/12 12/31/13 Net income (controlling interest) $ 174.0 $ 360.5 Intangible amortization and impairments 220.9 148.9 Intangible-related deferred taxes 17.6 38.1 Other economic items (3.7 ) 22.6 Economic net income (A) $ 408.8 $ 570.1 Cash flow from operations $ 633.2 $ 957.1 Interest expense, net of non-cash items 74.8 77.8 Current tax provision 61.0 153.1 Income from equity method investments, net of distributions 61.9 122.9 Changes in assets and liabilities and other adjustments (287.5 ) (491.0 ) EBITDA (B) $ 543.4 $ 819.9 Holding company expenses 94.7 105.0 EBITDA Contribution $ 638.1 $ 924.9 Affiliated Managers Group, Inc. Consolidated Statements of Income (in millions, except per share data) Three Months Ended Year Ended December 31 , December 31 , 2012 2013 2012 2013 Revenue $ 491.0 $ 594.0 $ 1,805.5 $ 2,188.8 Operating expenses: Compensation and related expenses 218.7 267.7 784.7 947.5 Selling, general and administrative 99.2 129.0 366.9 427.2 Intangible amortization and impairments 31.0 30.1 200.0 128.2 Depreciation and other amortization 3.5 3.8 14.1 14.0 Other operating expenses 11.7 10.3 39.4 37.8 364.1 440.9 1,405.1 1,554.7 Operating income 126.9 153.1 400.4 634.1 Income from equity method investments 82.3 186.8 129.7 307.8 Other non-operating (income) and expenses: Investment and other income (1.8 ) (20.8 ) (22.0 ) (40.8 ) Interest expense 24.2 18.9 83.0 87.3 Imputed interest and contingent payment arrangements 9.7 5.2 (26.1 ) 31.7 32.1 3.3 34.9 78.2 Income before income taxes 177.1 336.6 495.2 863.7 Income taxes (E) 37.8 87.5 83.8 194.1 Net income 139.3 249.1 411.4 669.6 Net income (non-controlling interests) (64.3 ) (90.9 ) (237.4 ) (309.1 ) Net income (controlling interest) $ 75.0 $ 158.2 $ 174.0 $ 360.5 Average shares outstanding - basic 52.1 53.2 51.7 53.1 Average shares outstanding - diluted 55.5 59.1 53.0 56.7 Earnings per share - basic $ 1.44 $ 2.97 $ 3.36 $ 6.79 Earnings per share - diluted $ 1.40 $ 2.79 $ 3.28 $ 6.55 Affiliated Managers Group, Inc. Consolidated Balance Sheets (in millions) December 31 , December 31 , 2012 2013 Assets Current assets: Cash and cash equivalents $ 430.4 $ 469.6 Investment advisory fees receivable 255.5 307.8 Investments in marketable securities 128.9 157.9 Unsettled fund shares receivable 40.1 82.5 Prepaid expenses and other current assets 57.4 76.1 Total current assets 912.3 1,093.9 Fixed assets, net 81.5 92.3 Equity method investments in Affiliates 1,031.3 1,123.3 Acquired client relationships, net 1,585.5 1,460.7 Goodwill 2,355.2 2,341.7 Other assets 221.3 206.9 Total assets $ 6,187.1 $ 6,318.8 Liabilities and Equity Current liabilities: Accounts payable and accrued liabilities $ 324.7 $ 430.2 Unsettled fund shares payable 39.8 84.6 Payables to related party 11.3 6.4 Total current liabilities 375.8 521.2 Senior bank debt 325.0 525.0 Senior notes 340.0 340.0 Senior convertible securities 450.1 - Junior convertible trust preferred securities 515.5 518.7 Deferred income taxes 497.1 456.9 Other long-term liabilities 164.7 170.5 Total liabilities 2,668.2 2,532.3 Redeemable non-controlling interests 477.5 641.9 Equity: Common stock 0.5 0.5 Additional paid-in capital 868.5 479.9 Accumulated other comprehensive income 79.1 74.0 Retained earnings 1,350.7 1,711.2 2,298.8 2,265.6 Less treasury stock, at cost (214.6 ) (131.4 ) Total stockholders’ equity 2,084.2 2,134.2 Non-controlling interests 957.2 1,010.4 Total equity 3,041.4 3,144.6 Total liabilities and equity $ 6,187.1 $ 6,318.8 Affiliated Managers Group, Inc. Consolidated Statements of Cash Flow (in millions) Three Months Ended Year Ended December 31 , December 31 , 2012 2013 2012 2013 Cash flow from operating activities: Net income $ 139.3 $ 249.1 $ 411.4 $ 669.6 Adjustments to reconcile Net income to net cash flow from operating activities: Intangible amortization and impairments 31.0 30.1 200.0 128.2 Amortization of issuance costs 2.5 1.8 8.2 9.5 Depreciation and other amortization 3.5 3.8 14.1 14.0 Deferred income tax provision 5.3 3.7 11.1 27.7 Imputed interest and contingent payment arrangements 9.7 5.2 (26.1 ) 31.7 Income from equity method investments, net of amortization (82.3 ) (186.8 ) (129.7 ) (307.8 ) Distributions received from equity method investments 25.2 39.4 104.7 226.6 Share-based compensation 23.5 13.5 47.6 40.2 Affiliate equity expense 12.3 33.0 21.7 43.9 Other adjustments 13.4 2.8 16.1 10.5 Changes in assets and liabilities: Increase in investment advisory fees receivable (13.5 ) (39.7 ) (34.8 ) (53.9 ) (Increase) decrease in prepaids and other current assets 8.7 (11.7 ) (4.2 ) (21.6 ) Increase in other assets (0.3 ) (4.4 ) (2.8 ) (4.7 ) (Increase) decrease in unsettled fund shares receivable 10.7 80.4 (4.5 ) (34.4 ) Increase (decrease) in unsettled fund shares payable (13.0 ) (81.3 ) (2.3 ) 36.5 Increase in accounts payable, accrued liabilities and other long-term liabilities 10.2 70.6 2.7 141.1 Cash flow from operating activities 186.2 209.5 633.2 957.1 Cash flow used in investing activities: Investments in Affiliates (42.1 ) - (797.4 ) (26.3 ) Purchase of fixed assets (10.1 ) (8.1 ) (20.0 ) (24.0 ) Purchase of investment securities (5.3 ) (5.1 ) (19.1 ) (11.4 ) Sale of investment securities 3.1 6.7 34.2 11.4 Cash flow used in investing activities (54.4 ) (6.5 ) (802.3 ) (50.3 ) Cash flow from (used in) financing activities: Borrowings of senior bank debt 75.0 165.0 630.0 760.0 Repayments of senior bank debt (195.0 ) (215.0 ) (555.0 ) (560.0 ) Issuance of senior notes 140.0 - 340.0 - Repurchase of senior convertible securities - - - (641.3 ) Issuance of common stock 27.7 0.5 73.4 48.2 Repurchase of common stock - - (60.9 ) (15.7 ) Issuance costs (4.4 ) (0.1 ) (10.4 ) (7.4 ) Excess tax benefit from exercise of stock options 10.4 0.2 22.0 17.3 Settlement of forward equity sales - (44.0 ) - (44.0 ) Note and contingent payments (1.5 ) (4.2 ) (3.6 ) (41.0 ) Distributions to non-controlling interests (43.7 ) (48.5 ) (181.4 ) (267.1 ) Affiliate equity issuances and repurchases (82.8 ) (111.4 ) (107.9 ) (118.1 ) Cash flow from (used in) financing activities (74.3 ) (257.5 ) 146.2 (869.1 ) Effect of foreign exchange rate changes on cash and cash equivalents 0.3 1.7 3.8 1.5 Net increase (decrease) in cash and cash equivalents 57.8 (52.8 ) (19.1 ) 39.2 Cash and cash equivalents at beginning of period 372.6 522.4 449.5 430.4 Cash and cash equivalents at end of period $ 430.4 $ 469.6 $ 430.4 $ 469.6 Affiliated Managers Group, Inc. Notes (in millions, except per share data) (A) Under our Economic net income definition, we add to Net income (controlling interest) amortization (including equity method amortization) and impairments, deferred taxes related to intangible assets, and other economic items which includes non-cash imputed interest (principally related to the accounting for convertible securities and contingent payment arrangements) and certain Affiliate equity expenses. We consider Economic net income an important measure of our financial performance, as we believe it best represents operating performance before non-cash expenses relating to the acquisition of interests in our affiliated investment management firms, and it is therefore employed as our principal performance benchmark. This non-GAAP performance measure is provided in addition to, but not as a substitute for, Net income; Economic net income is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP. We add back amortization and impairments attributable to acquired client relationships because these expenses do not correspond to the changes in the value of these assets, which do not diminish predictably over time. The portion of deferred taxes generally attributable to intangible assets (including goodwill) is added back because we believe it is unlikely these accruals will be used to settle material tax obligations. We add back non-cash imputed interest and reductions or increases in contingent payment arrangements to better reflect our contractual interest obligations. We add back non-cash expenses relating to certain transfers of equity between Affiliate management partners when these transfers have no dilutive effect to shareholders. (B) EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. This supplemental non-GAAP liquidity measure is provided in addition to, but not as a substitute for, cash flow from operations. As a measure of liquidity, we believe EBITDA is useful as an indicator of our ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by us, may not be consistent with computations of EBITDA by other companies. In reporting EBITDA by segment, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment. (C) Economic earnings per share represents Economic net income divided by the adjusted diluted average shares outstanding. In this calculation, the potential share issuance in connection with our convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of the contingently convertible securities and the junior convertible trust preferred securities in excess of par, if any, are deemed to be outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of common stock) that occurs when these securities are converted and we are relieved of our debt obligation. This method does not take into account any increase or decrease in our cost of capital in an assumed conversion. Economic earnings per share is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP. (D) Other includes assets under management attributable to Affiliate product transitions, new investment client transitions and transfers of our interests in certain Affiliated investment management firms, the financial effects of which are not material to our ongoing results. (E) Our consolidated income tax provision includes taxes attributable to controlling interests, and to a lesser extent, taxes attributable to non-controlling interests, as follows: Three Months Ended Year Ended December 31 , December 31 , 2012 2013 2012 2013 Current income taxes $ 29.9 $ 79.5 $ 61.0 $ 153.1 Intangible-related deferred taxes 22.6 8.6 22.7 38.1 Other deferred taxes (17.0 ) (4.8 ) (12.1 ) (6.2 ) Taxes attributable to controlling interest 35.5 83.3 71.6 185.0 Taxes attributable to non-controlling interests 2.3 4.2 12.2 9.1 Total income taxes $ 37.8 $ 87.5 $ 83.8 $ 194.1 Income before taxes (controlling interest) $ 110.5 $ 241.5 $ 245.6 $ 545.5 Effective tax rate * 32.1 % 34.5 % 29.2 % 33.9 % * Taxes attributable to controlling interests divided by controlling interest share of the consolidated income before taxes. Affiliated Managers Group, Inc. Investor Relations: Alexandra Lynn , 617-747-3300 ir@amg.com or Media Relations: Laura O’Brien, 617-747-3300 pr@amg.com Source: Affiliated Managers Group, Inc.


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