Seeking Alpha
We cover over 5K calls/quarter
Profile| Send Message|
( followers)  

Affiliated Managers Group Inc. (NYSE:AMG)

Q3 2009 Earnings Call

October 28, 2009 11:00 am ET

Executives

Alexandra Lynn – Vice President of Corporate Communications

Sean Healey – President and Chief Executive Officer

Nate Dalton – Executive Vice President, Affiliate Development

Darrell Crate – Executive Vice President and Chief Financial Officer

Analysts

William Katz – Buckingham Research

Craig Siegenthaler – Credit Suisse

D.J. Neiman – William Blair & Company

Dan Fannon – Jeffries & Company

Cynthia Mayer – BofA Merrill Lynch

Marc Irizarry – Goldman Sachs

Michael Kim – Sandler O'Neill & Partners

Robert Lee – Keefe, Bruyette & Woods

Roger Smith – Fox-Pitt Kelton

Sam Hoffman – Lincoln Square Capital Management

Operator

Welcome to the Affiliated Managers Group third quarter earnings call. (Operator Instructions) It is now my pleasure to introduce your host, Alexandra Lynn, Director Corporate Strategies for Affiliated Managers Group. Thank you, Ms. Lynn. You may begin.

Alexandra Lynn

Thank you for joining Affiliated Managers Group to discuss the results for the third quarter of 2009. By now you should have received the press release we issued this morning. However, if anyone needs a copy, please contact us at 617-747-3300 and we'll send you one immediately following the call.

In this conference call certain matters discussed will constitute forward-looking statements. Actual results could differ materially from those projected due to a number of factors, including but not limited to those referenced in the company's Form 10-K and other filings we make with the SEC from time-to-time.

We assume no obligation to update any forward-looking statements made during this call. In this call the investment performance of certain products will be discussed and the benchmarks are deemed by AMG to be the appropriate benchmarks.

AMG will provide on its Web site a replay of the call and a copy of our announcement of our results for this quarter as well as a reconciliation of any non-GAAP financial projections to the most directly comparable GAAP financial measure. You can access this information at www.amg.com.

With us on the line to discuss the company's results for the quarter are Sean Healey, President and CEO, Nate Dalton, Chief Operating Officer and Darrell Crate, Chief Financial Officer. Now I'd like to turn the call over to Sean Healey. Sean.

Sean Healey

AMG reported cash earnings per share of $1.05 for the third quarter reflecting continued recovery in global equity markets as well as excellent investment performance across our affiliate group and improving trends in client cash flows.

We had especially strong results in our global and international equity products, our fastest growing area. For example, two of our largest affiliates, Tweedy Brown and Genesis, are having excellent years with their flagship, global and emerging Markets products, continuing to build on their outstanding track records of outperformance, and they're substantially ahead of their peers in benchmarks over both the short and long-term.

Our affiliates include many of the industry leaders in global, international and emerging markets equities. With the addition of Harding Livener this quarter, global equity products now contribute over 40% of our EBITDA.

And as we see continued strong secular growth in global equities, it's an important strategic focus for us to further increase the breadth and depth of our position in this area. In addition to the general trend favoring the growth of international equities, our global distribution platform allows us to further leverage our international products.

Global and emerging markets products have a tremendous appeal to investors in Europe, Asia, Australia, the Middle East and other markets around the world and we are actively pursuing opportunities to further expand our global distribution capabilities.

While international equities were the highlight of the quarter, we also had solid results from our domestic equity and alternative managers. Among our domestic products, Third Avenue's flagship Value Fund was a standout with year-to-date performance nearly 2,000 basis points ahead of the S & P in addition to an outstanding long-term record.

Our alternative managers including First Quadrant, AQR, Value Act and Blue Mountain, have generated strong performance this year and are well positioned to generate organic growth and performance fees going forward. We see a track of opportunities ahead for leading alternative firms and increasing our exposure to this area is another strategic objective for us.

Along with the strong performance of our affiliates across a range of strategies, we were pleased to see continued improvement in client flow trends. As noted in our release, but for one large Australian client, which closed its external management program affecting both AQR and First Quadrant, we have positive flows in all distribution channels.

Looking ahead, as Nate will discuss in a moment, we see ongoing positive trends in client flows as retail and institutional investors increasingly reallocate to risk-oriented assets including alternatives and equities, especially global equities.

Turning to new investments, we continue to have a very strong transaction pipeline, which includes an outstanding array of both traditional and alternative managers. With recovering equity markets the transaction environment has become increasingly favorable.

We see ongoing divesture activity and heightened interest by independent managers driven by a succession of issues as well as the expectation of rising tax rates. Our competitive position has never been better as the universe of potential competing buyers has diminished and we continue to benefit from our reputation as the partner of choice for outstanding boutique firms.

While we can't precisely predict the pace or timing of specific new investments, we're confident in our ability add meaningfully to our earnings growth through accretive new investments going forward. With that, I'll turn it over to Nate to discuss our Affiliate's results in more detail.

Nate Dalton

Thanks, Sean, good morning, everyone. We saw significant growth in the third quarter, primarily as a result of global equity markets being up 20% with domestic markets up 15% or so continuing its historic rally up the market bottoms back in March.

As Sean noted, against this backdrop, our Affiliates continued their strong, relative investment performance especially in key product areas like global equities and alternatives. This performance has positioned us very well because as clients and their intermediaries reassess their closures, they will need to increase their allocations to return oriented asset classes.

As this process unfolds, there will also be a significant opportunity for high quality managers with excellent long-term track records, such our affiliates to take market share through replacement searches.

Focusing on client flows and search activity, last quarter we saw improvement across the board with our mutual funds and high network channels turning positive and an institutional channel that would have turned positive but for a single Australian client taking the decision to bring all their asset management in house.

Unfortunately, as Sean noted, a couple of Affiliates had large mandates there. Our perspective on the overall flow in search activity is that while there is still a lot of volatility as clients and intermediaries continue sorting out their views, trends are taking hold.

First, from an asset allocation standpoint, we saw clients across distribution channels moving up the risk spectrum, from being significantly overweight and no risk assets and increasing liquidity in their portfolios to increasing allocations to return oriented asset-[based] fixed income.

We believe that as this trend continues, flows will migrate up the spectrum to higher return oriented assets, especially global equities and alternatives. From our internal search data as well as conversations with consultants so far this quarter, this migration seems to be happening.

Second, the very good relative performance at a number of our affiliates, especially in key product areas, is positioning us very well not only to participate in asset allocation changes but also replacing search activity.

Third, our goal of distribution platforms are driving increased search volumes off a very small base at the beginning of the year and we have a suite of products again in global equities, emerging markets and alternatives that is very attractive to institutional clients worldwide. Obviously, this is a potential source of real incremental growth as these searches move through [pipeline].

In terms of the details of our flows across our three channels of distribution and starting with institutional, we had net outflows of $1.2 billion for the quarter. More than 100% of that was due to the one Australian client I mentioned making the decision to move all their asset management in house.

In the mutual fund channel, flows turned up positive at $4 million of inflows as successful product launches at Third Avenue, with the Focus Credit Fund and AQR with their Diversified Arbitrage Fund as well as positive flows in our Manager's platform, offset outflows at Friess and a few other affiliates. One very recent exciting development in the mutual fund channel was the launch this week of an un-hedged version of Tweedy, Browne's flagship Global Value Fund.

Finally, in our high network channel, flows turned positive at a $120 million for the quarter. The drivers here were strong inflows to muni bond management Gannett Welsh & Kotler and Canadian Affiliate Butel, which offset outflows in the S&A space.

One additional note on flows, across channels we are seeing alternative flows stabilize, although in isolated exceptions, we do see some outflows mainly related to earlier decisions to gain liquidity. We expect these flows will turn positive as we move into 2010.

Now, let me spend a minute on investment performance. Starting with global equities, markets have driven absolute performance with EP up 20% and NFIC emerging markets up 21%. But we also had very strong relative quarter, especially in the [inaudible] product.

For example Tweedy, Browne's flagship Global Value Fund outperformed his hedged EP index by 90 basis points in the quarter, remaining significantly ahead of its benchmark for the one, three and five year time periods. While our largest global equity product by assets, Tweedy product, outperformed its benchmark by nearly 200 basis points during the quarter and 290 basis points for the year-to-date.

With respect to emerging markets, the flagship product at Genesis, beat its benchmark by 290 basis point in the quarter and was up 740 basis points for the year-to-date, remaining ahead for the one, three and five year time periods as well.

In terms of absolute performance, the Genesis flagship product was up another 24% in the quarter, hitting their year-to-date returns to 72%. Now as Sean noted, during the quarter we also expanded our already broad global equities lineup with the addition of our new Affiliate, Harding Loevner, which has an excellent long-term record in global, international and emerging market equity.

Turning to our alternative products, we had very strong performance in a number of our key affiliates. The majority of AQR alternative strategies produced outstanding results. For example, their flagship Absolute Return Fund was up about 13% in the quarter and 35% for the year-to-date. And their Global Risk Premium and Global Asset Allocation products also performed very well, up 25% and 20% for the quarter and 32% and 52% for the year-to-date respectively.

At Blue Mountain, the firm's flagship Credit Alternative Fund was up 9% for the quarter and 29% for the year-to-date, while at First Quadrant their GGA Global Macro and [inaudible] product all had good performance in the quarter and [asset] performance was very strong, up 11 to 15% across the major product.

Now, moving to our domestic products, our affiliates in general had more mixed performance. Starting on the value side at Third Avenue, their flagship Value Fund continues to have a tremendous run, outperforming its benchmark by 255 basis points for the quarter and over 1,900 basis points for the year-to-date.

While at Tweedy, Browne and Systematic, all of their domestic products remain ahead of the one, three and five year periods, although some of the products trailed their benchmarks in the quarter. On the growth side, we had a more challenging performance quarter, although with the exception of Friess Associates, the longer term track record that our growth oriented firms remain very strong, where literally every product at Frontier and Times Square is ahead of its benchmark for the one, three and five year selling period.

On the operational front, as we've discussed over the past several years, we continue to work with our affiliates to determine the most efficient ways to allocate our and their resources. We've been working closely with the principles of two of our smallest affiliates where changes in their businesses, an AMG Affiliate relationship is no longer appropriate and during the quarter, sold our equity in these firms back to the management team.

These affiliates combined contributed significantly less than 1% to AMG's EBITDA and the sales back to management will provide the firms with the right tools and continue to run their businesses in the best interest of their clients.

With respect to our distribution platforms, in the U.S., we continue to make excellent progress with Managers Investment Group, as their mutual fund flows were positive for the quarter and we continue to launch products with our Affiliates. This past quarter we launched a muni bond fund for Gannett Welsh & Kotler and also launched funds for First Quadrant, Frontier and [Third].

On the global institutional side, we're seeing a full pipeline from searches to wins in our Australian, Middle Eastern and European platforms. While we remain very focused on the profitability of each of the regions, we and our affiliates are continuing to invest in the growth of these platforms with both additional sales and client service infrastructure for the regions we already serve while ramping up to launch our effort in Asia next year.

Now with that, I'll turn it over to Darrell to discuss our financials.

Darrell Crate

During the quarter our Affiliates continued to build on their long-term track records, producing superior returns across the diverse array of investment styles and positioning our products for strong growth.

The strength and diversity of our affiliates' products along with our revenue share approach has provided stability in our earning this year and with our new investment efforts along with a recovering equity markets, we're well positioned for strong earnings growth in 2010.

As you saw in the release, we reported cash earnings per share of $1.05 for the third quarter. On a GAAP basis, we reported earnings of $0.40 for the quarter. Performance fees added about $0.02 to our cash earnings, which were offset by approximately the same amount in onetime restructuring charges.

And turning some to some modeling items, the ratio of our EBITDA contribution to end of period, assets under management was about 14.4 basis points, reflecting the strong growth in our assets under management in the third quarter.

As we look to the fourth quarter, we expect this ratio to increase to about 15.7 basis points, as we realized the full effect of our increased assets under management. Holding company expenses were $11.4 million for the third quarter and include transaction expenses associated with new investments and FAS 123(NYSE:R) expenses. We expect holding company expenses to be $11 million in the fourth quarter.

With regard to taxes, our effective GAAP tax rate for the third quarter was 18%, which primarily relates to the disposition of two smaller Affiliates that Nate mentioned earlier. This rate will return to a more normalized 42-1/2% for the fourth quarter.

Our cash tax rate for the third quarter was less than 1% as state and foreign tax payments were offset by federal refund opportunities. We expect our cash tax rate to be approximately 10% for the fourth quarter and for this rate to trend up slightly in 2010 as we further grow.

Intangible related deferred taxes were $6.2 million for the quarter, again as a result of these restructurings. We expect intangible related deferred taxes to return to a normalized $10.2 million in the fourth quarter, which of course includes the full impact of Harding Loevner.

Amortization for the quarter was $16.1 million, including $8 million of amortization from affiliates accounted for using the equity method. The earnings from equity method affiliates are included in the income from equity method investments line on the income statement, all net of amortization.

Depreciation for the quarter was $3.2 million, with $1.9 million of that amount attributable to affiliate depreciation. We expect amortization and depreciation to remain at these levels for the fourth quarter. We reported total interest expense of $19.5 million for the third quarter, of which $3.4 million was non-cash interest expense related to the recent accounting changes for three of our convertible securities. We expect interest expense to remain at about this level for the fourth quarter.

Our capital position remains very strong, and we have substantial resources to execute upon the significant new investment opportunities that we are currently evaluating. In addition to the recurring free cash flow generated by our business, we now have over $375 million of cash resources as well as $770 million available under our credit facility. I would also note that we have no net debt other than convertible securities.

Now turning to the guidance for the remainder of 2009 and the full-year of 2010, beginning with 2009, we expect our earnings results for 2009 to be in the range of $4.15 to $4.50. You will notice that with this guidance, we are bringing up the bottom-end to reflect the strong performance of our affiliates, while maintaining the same top-end to reflect our current view of our fourth quarter performance fee opportunity.

Our alternative products, which totaled $31 billion in assets under management, are generally uncorrelated to the equity markets in providing AMG with an important source of earnings diversification, as well as incremental earnings growth.

The performance of these products has been very strong this year. And roughly half these assets are now at or above their high-water marks and can provide considerable upside opportunity and deliver material performance [fees] in future areas. Our 2009 guidance assumes a weighted average share count for the year of 43 million.

Now looking ahead to 2010, we expect our cash earnings per share to be in the range of $5.00 to $5.75. Given the recovery in equity markets over the past couple of quarters, this guidance returns to our prior convention and assumes 2% quarterly growth in markets in 2010. We also assume a weighted average share count of 45.5 million.

Our guidance for 2010 does not include additional earnings from investments in new affiliates but does assume an earnings pattern similar to the one you've seen from us in prior years, where we recognize the majority of earnings from alternative products and performance fees in the fourth quarter.

Our guidance for both 2009 and 2010 is based on current expectations about affiliate growth rates, performance and the mix of affiliate contributions to our earnings. Of course, substantial changes in the equity markets and the earnings contributions of our affiliates would impact these expectations. And I will be happy to answer your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of William Katz – Buckingham Research.

William Katz – Buckingham Research

I was wondering, Sean, maybe it's just me. I just seem to say the same thing every quarter, but from your tone and comments, plus what was in the press release, it does seem like you have a higher level of conviction around the deal environment and you seem to continue to point towards global alternatives. I'm sort of wondering if you can help me think along those lines of what type of product and/or distribution makes the most sense right here? And then an update on pricing expectations?

Sean Healey

Well, I think you're right to read – in fact, I think the word that we used in our release was enthusiasm. Obviously, it's always a challenge for us to provide some gauge of the level of expected forward activity without describing transactions, which had not yet been announced.

But I think it is fair to say, as we have been saying for a while, but clearly we're at a point where we have very strong momentum in the new investment area. As you heard me say in the prepared remarks, our pipeline includes both high-quality traditional as well as alternative firms.

I would say the other kind of indicator I could give you is that what we have described. In fact, I described in my earlier remarks, the ongoing focus to increase what is already a significant relative position in global and international equities, as well as to continue to invest in the alternatives area.

And I would say in the alternatives area it's – and then maybe more broadly in thinking about investing in boutique firms. The silver lining to the challenges of the past year is that there was a great sorting process, both for boutique firms as well as for perspective investors and acquirers.

And so we're in a position now where we're able to see which firms – especially in the case of alternative firms – have weathered the storm, are positioned with strong franchises and outstanding products in areas like for example, distressed investing, which are currently seeing lots of organic growth and prospectively one imagines that will continue.

So that's the nature of the pipeline in as much detail as I can give. And I would say pricing, as we've said earlier – partly based on the changes in the competitive dynamics. Pricing continues to be attractive relative to what our historical range has been, although in a consistent pattern with our historical pricing.

William Katz – Buckingham Research

And then maybe a quick question for Nate. You were going pretty quick, so I was trying to take notes as fast as I could. But you mentioned that the institutional pipeline is seeing a step-up in – for a variety of reasons. But then towards the end of your comments you mentioned that some of non-U.S. pipelines in particular were seeing some strain. Could you dimension maybe the size of the pipeline today versus at June, and where are you seeing the specific interest?

Nate Dalton

Sure. So the pipeline today versus June is, call it a third or so larger. This is the way to sort of roughly size it. I'm talking about the institutional pipeline. So you're seeing good growth. If you think about our business, the fastest component of that growth is coming through non-US, and it's coming there for two reasons, right.

One is some of the secular things you've heard us talking about, and then the other is we're increasing our resource allocation against the opportunities by building these global distribution platforms. And the added distribution we're bringing online is very fast growth albeit off of a small base. So I hope that's sort of helpful.

William Katz – Buckingham Research

Yes, it is. And then finally, Darrell just for you, your 2010 guidance is rather wide, particularly against really just tightening the lower-end of this year and leaving open the upper end. So I guess your performance fees are still not quite steeled yet. But what would be the $5.00 range type environment and what would be the $5.75? Is the swing impact really just performance fees here?

Darrell Crate

Well, I think if you looked to 2010 – and again there's a lot room between now and December 2010 – but the $5.00 takes a conservative approach in thinking about flows and outperformance in the business. And it assumes, of course, a 2% market growth in each quarter through 2010.

The $5.75 of course allows for performance fees. And as a sharing and we keep trying to talk about the performance fees and give folks a better sense of what that portfolio looks like. But we now have, as we'll enter 2010, 1,000 affiliates who have a product that is exposed to performance fees. This is a much broader set of affiliates than we had at the beginning of 2009, where you'll recall we were essentially relying on two affiliates to contribute.

So $5.75 allows for that performance fee opportunity, which again just making reasonable assumptions about it. In addition as Nate talked about and Sean talked about our emphasis on global, our global distribution platform is very well positioned. And so we can look for incremental flows and again as you see the way our individual firms are positioned with very strong track records in an environment where potentially a substantial amount of dollars will be returning to risk product.

I think we feel it doesn't take much imagination to imagine that we could see some very nice growth among our AMG holding company activities or our affiliates all on their own in addition to performance fee potential. And remember all of that range, albeit wide, also does not include all the capacity that we have which I said was about $1 billion of money to put to work in new investments in 2010.

So you know I don't know how. I just did say it and said again and we say it with a lot of back. We are really very excited about 2010 just in our core business. All the seeds that we've been planting through a very difficult environment and in addition new investment opportunities is one where I think we'll all be very pleased when we look back over the prior 12 months at the end of 2010.

Operator

Our next question comes from the line of Craig Siegenthaler – Credit Suisse.

Craig Siegenthaler – Credit Suisse

Thank you, good morning. As first on the net flow results I was wondering if you could provide a little more granularity out on the large institutional redemption, maybe just in terms of size and in the nature of this mandate?

Sean Healey

Okay, so first to describe the type of mandate, this was a large Australian governmental entity that had effectively historically outsourced its management, so that was sort of an implemented consulting outsource provider and they sort of locked the details down, but they took the decision to bring all of that back in so you know it affected sort of all the actively managed assets, affected 25 managers and all that.

We had two affiliates that were managing outfits for them and those affiliates had done a good job and none of this has to do with performance or the quality of service provided. In fact as the governmental entity sorts out what to do with the assets they have now taken back yet we're in conversations with them and, and it's entirely possible that we will get the opportunity to manage some of those assets. As I said, the size of it was larger than the outflow number, was larger than the outflow number in the institutional channel. So call it sort of a billion and a half or so.

Craig Siegenthaler – Credit Suisse:

Got it and if we just add that back to your net flow run rate this quarter, we're sort something around I guess 0.3 billion or 0.4 billion positive of an underlying run rate. And you also talked on how RFP activity has, or at least investor interest activity has increased in a few areas. Do you think that in the fourth quarter we'll be looking at flows north of 0.3 billion?

Sean Healey

What I can tell you is activity is obviously, look, early in the quarter, all those sort of caveats, but no you're thinking of that the right way. Our fee activity picked up. It will take some time for those RFPs for the dark days to move through the cycle, right, but we should see that growth reflected in finals and then net new assets and feel like the future certainly looks brighter than the period we just went through, right. So I'm probably being overly cautious but yes, the answer is yes.

Nate Dalton

And the products, especially global equities and alternatives and our relative performance in those products make this optimistic.

Sean Healey

Sure and then not to keep hounding on it but plus we're also bringing more resources on line, right, so I wouldn't think of that RFP ramp that we've seen as the extent of it, right. We're going to continue to see that ramping as we bring more resources on line.

Operator

Our next question comes from the line of D.J. Neiman – William Blair & Company.

D.J. Neiman – William Blair & Company

Hey Nate, a couple quick questions here. I'm going to start with Nate. You didn't mention the Third Avenue distressed fund. I think they're in kind of fund-raising mode right now. Can you give us just an update on where it stands and you know might have hit in the quarter?

Nate Dalton

Yes, I did mention briefly in the prepared remarks they are a focused credit fund which they launched. It's been a great start and is over a couple hundred million at least at this point. I haven't checked in daily but it's –

Darrell Crate

Over 250 as of yesterday.

Nate Dalton

And some of that was in the second quarter as well as in the third quarter.

D.J. Neiman – William Blair & Company

Okay, turning to Darrell a couple detail-oriented ones here. Just thinking about holding company cash, you said $370 million total. How much of that is at the holding company level after the close of the Harding Loevner deal?

Darrell Crate

Yes. We essentially are at approximately the same cash level today as we were, you know, prior to announcing Harding Loevner and so as we look to the end of the year I think that we have about $100 million of additional holding company cash to get put to work. And then after that we're using money from the revolver.

D.J. Neiman – William Blair & Company

Okay, $100 million additional. Can you just remind me what it was prior to closing the Harding Loevner?

Darrell Crate

We were roughly in that – we had got our holding company cash at approximately $100 million and we used that cash to buy Harding Loevner.

D.J. Neiman – William Blair & Company

Okay, okay, I'm with you. And next could you just review in detail for us the forward equity sale contract? I'm a little confused if the one that was announced with Deutsche Bank in the last quarter I guess if that was ever executed? Can you just go through where those stand and how you're thinking about those.

Darrell Crate

Sure, sure, sure. We have approximately $300 million of a forward contract with both Bank of America And Deutsche Bank. That $300 million is money that stands available for if we want to draw it down and issue equity.

Again the purpose of that is not to fund deals directly with equity but in this environment where equity markets have been volatile, of course, we want to get money put to work. We will use cash off the balance sheet and then we will use our revolver which as you know is at LIBOR plus 80. It's very cheap money.

The only way we can give our shareholders the benefit of being well positioned from a cost and debt perspective is actually use it so we'll do that. But it is also not lost on us in its environment in this – where investor views vacillate from optimism to credit concerns, by having that extra $300 million in reserve it gives us the opportunity to de-lever our balance sheet instantly if we are in an environment that is more challenging where investors are concerned about leverage.

So we look at these forward agreements as essentially buying insurance on a balance sheet so that we can run in levered way and be in an environment where we can give investors extreme comfort on the stability of our balance sheet should that be required, because as Sean mentioned our price line for new investments is very strong.

Through this period we have certainly shook out and have a much better sense of quality managers and for us to build our business getting that money put to work with quality managers at this time is critical to what we do. So having a capital structure that allows us to do that is in the objective for this year.

Operator

Our next question comes from the line of Dan Fannon – Jeffries & Company.

Dan Fannon – Jeffries & Company

Thanks, guys. Sean, your commentary highlighted both alternative and traditional investments and this seems somewhat like a shift that we've heard from probably the last six months where I thought you were more focused on kind traditional investment firms. Can you discuss kind of the split of your pipeline between these two types of firms and kind of what you're – if you're looking at any certain kind of focus or strategy to kind of fill a gap or just kind to add to what you already have?

Sean Healey

I would say that there has been a shift from the beginning the year, in the first quarter amidst the turmoil in the markets generally and among alternative clients, specifically I think we, when asked about our interest in making further investments in the alternative area, we said we would be cautious.

I think the pace and magnitude of the recovery in the market generally has surprised probably almost everybody and I think that is especially the case in the alternatives area where we've seen for certain firms and by no means all because I think, as I said earlier, it's clear that there was a winnowing of the hedge fund universe over the past year and so as always one has to be quite careful about the people and the quality of the franchise and the firm that you invest in.

But it is clear to us that there are a number of very attractive alternative firms which have emerged from this difficult period with their franchises very much intact. In fact some of them, some of the strongest firms are actually taking advantage of the difficult environment and making some great hires and additions. They're generating organic growth and they're seeing, depending on the product category, some very attractive investing opportunities.

So those kinds of firms are, as you would expect, very appealing investment prospects and we are very well positioned as, I would say not just with traditional succession-oriented firms, but also with alternative firms that are looking for an institutional partner to take a minority investment. AMG is really positioned as the partner of choice.

I think, with respect to your question about breaking down the pipeline, it includes significant opportunities in the alternative area with some great firms, but also some large and attractive opportunities in the traditional space both in the U.S. and outside the U.S.

Dan Fannon – Jeffries & Company

Great, that's helpful. And then just in terms of the activity in terms of flows, you mentioned some replacement activity. I just want to get your sense of kind of where we are in that stage, and are we just at the beginning stage of seeing where our RFPs coming out because of replacements, or just get a sense of that.

Sean Healey

I still think we're early in that. I think people are still in the stages of finalizing where they're going to be on their asset allocation views. And I think as they're doing that, they're turning – I think we're seeing an increased number of what you'd call replacements. It's just I still think we're in the early stages of that, more to come.

Operator

Our next question comes from the line of Cynthia Mayer – Bank of America Merrill Lynch.

Cynthia Mayer – Bank of America Merrill Lynch

I guess just following up on the last question in terms of acquisitions, alternatives versus lung-only boutiques. I'm just wondering, between the two, is there any difference in the pricing at this point, and does that influence you?

And if you're looking forward to a strong year next year in terms of performance fees, I guess so, would some of the alternatives firms that you're looking at, and does that mean prices there are recovering faster than they would be for the lung-only firms?

Sean Healey

I would say the competitive environment for both traditional and alternative boutiques is quite favorable for us. In light of that, I'd say pricing for both kinds of firms continues to be attractive, albeit within the range that we have historically paid in our investments.

The other point that I would make with respect to the pricing for alternative firms is to recall that the structure of our investments inevitably in our alternative investments includes a synthetic revenue share, which gives us a quote guarantee on some level of cash flow attributable to performance [V] products even in periods when none are earned.

So that element complicates the direct comparison between the two types of firms. That said, we're seeing similarly high-quality firms in each area and the pricing is actually quite comparable, I would say.

Cynthia Mayer – Bank of America Merrill Lynch

Great, thanks. Then just to clarify on the 2010 performance views, maybe I missed this, but did you say what the total, current total performance VAUM is at this point?

Darrell Crate

Yes. We have $31 billion.

Cynthia Mayer – Bank of America Merrill Lynch

Great, okay and any thoughts on just holding company expenses at this point, given the way the market's been?

Darrell Crate

Yes. If you look to next year, that's our $11 million run rate, is a core holding company expense number and of course deal costs are incremental to that. I mean, we factored in a modest amount of deal cost, so holding company expense will increase as we execute transactions.

Operator

Our next question comes from the line of Marc Irizarry – Goldman Sachs. Please state your question.

Marc Irizarry – Goldman Sachs

Great, thanks. Sean, just a question, view on acquisitions in terms of maybe what's holding up some of the transactions in the pipeline from coming to fruition. Is the public equity market playing a big role in seller's expectations or maybe stealing potential opportunities from you?

And then also are your affiliates or potential new affiliates thinking differently about when they want to partner up with someone, what the distribution relationship looks like more so than they have in the past?

Sean Healey

I would say that the pace is I feel very good about the pacing, actually. We just closed an investment in an outstanding international equities manager, Harding Loevner. The early part of the year, and of course pretty much all of last year while we had a very robust pipeline and a number of transactions that we could have closed, it was the right thing to defer those and some, including Harding, have come back, but I feel very good about our momentum going forward.

The public market is – there's been at least one transaction done and rumors of a couple more to come. But very different than in 2007 when we heard regularly from boutique managers that they were thinking about going public and how does our approach compare to an IPO.

We hear that very little, very little from both traditional and alternative firms, maybe especially health-alternative firms. I think the past year has been challenging for all companies but it certainly has made many, I would say most, of the boutique firms who we talk to quite, quite reluctant to think about going public. So of course there will be some, but it's not something that we're encountering as any difficulty at all in the current environment.

The other thing I would say with respect to distribution, we have a great story to tell on international distribution and that is that's increasingly a component of what makes us appealing to outstanding boutique firms.

I would say, though, it's always important to remember that the firms that we're investing in are firms with great track records, strong organic growth and prospects for ongoing growth. Really that's the bet that they're making by partnering with us and keeping such a substantial portion of the equity.

So those firms care most about the quality and track record of AMG as a partner, including through this past year. And then after that, they certainly appreciate the additional opportunities that we offer in various areas of distribution.

Marc Irizarry – Goldman Sachs

Okay, great. Then just in terms of the VAUMs on the alternative side, how much is subject to potential redemptions gates as listed?

Sean Healey

So again, we – our affiliates really did not sort of do dates. We had a few products where people did some restructuring, but there really weren't gate. So I think there are still some outstanding redemption – as people sort of sorting through their own things, and again I think I alluded to that in my prepared remarks. But there's not a lot there.

Marc Irizarry – Goldman Sachs

Okay, any way to quantify that?

Darrell Crate

Obviously if you look to the end of the year, and there's $300 to $400 million that was slated to redeem back in March that we'd like to redeem that at the end of December. A lot's changed since then.

Sean Healey

Yes. And who knows when – some people might take the notices back and just who knows what ultimately –

Darrell Crate

But again, I don't think there's anything about that that's material relative to the trajectory that we see in the business.

Marc Irizarry – Goldman Sachs

Okay and then just, Darrell, maybe you could just touch on your capital priorities as – into the end of the year, here.

Darrell Crate

Get as much money as possible for deals I think is what we do. We've got an envelope. We'll be able to spend it as cash first and then the revolver, and as I said, that is – that gives us plenty of capacity in order to get transactions done.

Operator

Our next question comes from the line of Michael Kim – Sandler O'Neill.

Michael Kim – Sandler O'Neill & Partners

First, maybe just a comment, the deal pipeline, a bit differently, I understand why some of the motivated sellers may not be as motivated these days, just given the market rebound. But are there any lead indicators that might suggest succession-oriented transaction might start to pick up here, whether it's higher taxes, better markets or what have you?

Sean Healey

Yes. Everything you said. I think if you're talking about motivated sellers, we really – except for some isolated opportunities, most of which went away, where you have high quality boutique firms embedded within larger financial services firms that felt a level of motivation, especially in the first quarter. Some of that motivation on the part of corporate sellers has ebbed.

But with respect to independent firms and succession-oriented transactions or minority investments into alternative firms, I think the recovery in the market and the stability that has come is absolutely one of the key elements that would make firms, for example, which faced succession-oriented issues where demographics have not stood still.

In fact the demographics issues have become more focused and timely over the past couple of years, as obviously firms with succession-oriented issues stayed out of the market. So it has been, if you will, a little bit of a buildup of those kinds of opportunities.

And with some relative stability, we are seeing, as I mentioned in my remarks, heightened interests on the part of such firms. I think the other point you made, which I had noted earlier as well, is about taxes is quite important to understand.

The degree to which taxes are expected to rise, for both traditional and alternative firms, is quite significant, and I think will provide some good tailwinds into next year because the level of taxes is one thing.

But, also, the Delta, between ordinary and capital rates makes capital transactions much more attractive and also makes a structure such as the one inherent in an AMG partnership where capital incentives, equity incentives are much more important and much more prominent in a firm's incentive structure.

It makes such incentives much more attractive, much more potent than incentives, which rely entirely on ordinary income, which is the norm for firms that are entirely independent. So I think that in a bunch of ways the tax environment, along with these other secular factors, I think, are going to be important, are and will continue to be important drivers of transaction activity.

Michael Kim – Sandler O'Neill & Partners

And then as it relates to asset allocations more broadly, given what I guess we're seeing in Australia, how much of a risk do you think it is for pension plans to kind of increasingly favor maybe index type products over actively managed mandates at this point?

Sean Healey

So again, all we can really add to that conversation is what we are seeing, and we are seeing in the infusional market place across all these factors and certainly increasing, more of, even more outside the U.S, we're seeing increased search activity for active mandates in global equities, in alternatives, in emergent markets.

So I am sure part of that is the fact we are just participating in more opportunities because of our growing [inaudible]. But, we ourselves are not seeing that trend really impact us. And then one just ne footnote to that, what happened with the mandate we talked about, for the mandates we talked about in Australia, it's not necessarily what you described which is bringing them into a passive environment.

They are going to have to sort out how those mandates are managed. I don't think they have done that yet, so I certainly understand the broad mandate, but I am not sure that applied in that specific case.

Operator

Our next question comes from the line of Robert Lee – KBW.

Robert Lee – Keefe, Bruyette & Woods

I have a question on the flows, specifically the other outflows, the $4 billion. How much of that, I am assuming some of that was related to the affiliates who sold back to management and know there's maybe some other product closures, but can you maybe break that down a little bit and then, was there any kind of expectation for similar actions kind of over the coming quarters?

Nate Dalton

Almost all of that – the vast, vast majority – almost all of that is the two closures that we spoke about. And then with respect to looking forward, I don't see anything that's looking like that again. We're going to keep working through with our affiliates as we always do, but so I don't see anything like that sort of coming up.

Robert Lee – Keefe, Bruyette & Woods

Great, and then maybe just one quick question on the Harding Loevner. I'm just curious, heading into closing the transaction, just curious what their specific flow experience have been like, because they obviously have a variety of products from funds to separate accounts.

Sean Healey

Yes, they've been good. The flows have been good, and I think along with that I think they have a lot of opportunity to grow into a bunch of these channels. And I think they're very strong in some potentials in U.S. retail, and they have a growing opportunity to grow outside the U.S. and they have launched sort of assets and jumped on assets and so –

Darrell Crate

They had a very big win in Australia earlier in the year and they're continuing to get assets there, so yes, all good.

Robert Lee – Keefe, Bruyette & Woods

Great, and maybe just one last question on the guidance for next year, Darrell. You mentioned that the $31 billion of product and performance fees gets about half or at or above kind of high watermarks. If we think about the high end of your guidance for next year's, kind of baked into that assumption that pretty much all the $31 billion currently of assets would be above high water marks in generating some level of performance fees?

Darrell Crate

No, actually it's a more conservative approach than that, which is – and again, it is difficult given that there are nearly 100 different contracts and arrangements across the complex that I'm so hesitant to create a metric around it, but I would say that, you know, example.

In an environment if approximately half of our products are above high water mark, and all of those that are above high water mark were to outperform either an absolute basis which is what some of the contracts are, or they're indexed by 600 basis points, we would realize performance fees that are over $1.

So it gives you a sense that our sensibility for, again, if terms were to outperform by 300 to 400 basis points, just that half of that they're above their high watermarks, we'd be getting to the upper end of the range.

Now, that is speaking broadly about it, and I think quite frankly, speaking in broader terms today is more in line with reality than it was at the beginning of 2009, again because I said there are about a dozen firms, a much more diverse set of firms and products that will contribute to performance fees in 2010.

So generalizations can make sense, and hopefully that just gives you a sense that we're not the $5.75 remembering it does not include investments; includes some positive assumptions about global distribution and good effort at firms. But with regard to performance fees, it's not shooting for the moon.

It's, again, it would be a good year broadly for those $31 billion. We've seen years like that before, and so I hope that gives you just a flavor for how our thinking about how we're thinking and incorporate it into the guidance.

Operator

Your next question comes from the line of Roger Smith – Fox-Pitt Kelton.

Roger Smith – Fox-Pitt Kelton

Yes, thanks a lot. I want to come back to the tax rate issue because I think that's somewhat interesting, meaning the tax on the affiliate or the tax rates that the affiliate might get on some of these sales. I just want to make sure I understand that that's really a capital gains tax rate to the seller, because this is a taxable event to them. Is there then future tax payments that they would make on the remaining equity that they own as well, or is that all paid at the time of the sale?

Darrell Crate

When they sell equity to it in the future, it's a capital transaction.

Roger Smith – Fox-Pitt Kelton

Okay, so –

Darrell Crate

But you don't pay – you sell 50% of the equity day one, you pay taxes on that 50% capital gains, and obviously it's distributed broadly through the firm's partner group, but when that remaining equity comes back, typically many years into the future, it too is taxed at a capital gains rate.

Darrell Crate

I don't know if there'd be, again, just to run through the mechanics for others on the call, and what that means, we can all say that taxes going up would encourage folks to think about a transaction today, understanding, again, if taxes on capital gains were to double, that would mean that for a seller to have the same after-tax proceeds from a transaction, that they would have to deliver materially more growth to us in the future to get to that same level as they would prior to Congress increasing the tax on capital.

So it would be run through the map.

Nate Dalton

So it's twofold. One is what Darrell's drive is, that people see rates going up and they obviously want to get more proceeds and they'll make some judgment about growth, but the other, more subtle aspect which I described earlier but maybe just to add to it a bit, is when the delta between capital and ordinary rises, as it's forecast to, based on what the administration is saying, then the independent who [AUDIO GAP] firm owners which receive their income as ordinary income and they're making this calculus that Darrell's describing of, "Okay, I know I need to want to do a succession-oriented transaction sometime in the next five years. Do I do it today or do I do it five years from now? What do I think the growth rate is going to be?"

Historically the growth rate might have been 10% or 11%. That sort of made you, if you said, "If I grow at least 10% or 11% I'll be neutral on an after-tax basis." Now, given the expected delta between capital and ordinary, the expected growth rate, the growth rate you would have to believe in in order to be held harmless or in the same position on an after-tax basis, is much higher.

So it's both elements, and believe me, the principals of these boutique firms, traditional and alternative, are increasingly sensitive to those dynamics as they think about their forward plans.

Roger Smith – Fox-Pitt Kelton

Got you. But should we then potentially worry about affiliates that you already have putting stock back to you at any time or –

Nate Dalton

First of all, there are strict limits on how much can come back in any period. And so people whose judgments are affected by what they're allowed to do, but also – this is very important – the forecast, and we know as much as anybody else, which is to say we don't know precisely what is going to happen to tax rates, but what has been described by the administration has been a dramatic increase in ordinary rates.

And the President has made statements around increasing capital gains rates to a much more limited degree. And that is more in line with what historical norms have been. Typically there is a big delta between the ordinary and capital rates.

So the change in capital rates is not expected to be so great. People who are going to be taxed at a capital rate, in any event, are going to be pretty much indifferent and much more making decisions based on their own personal circumstances or their judgment about forward growth.

Operator

Our next question comes from the line of Sam Hoffman – Lincoln Square Capital.

Sam Hoffman – Lincoln Square Capital Management

Good morning. Can you comment on what type of net flows are included in the top and the bottom range of guidance? And also on performance views at the bottom end of the range assume no performance views?

Sean Healey

Yes, maybe in reverse order. Yes, the bottom end of the range presumes very modest to no performance fees. Think of it as $0.05 or so. From a flow perspective, again, we're not going to give specific metrics, but if you look at flows for AMG on a historical basis, getting to those historical levels is roughly in the midpoint of the range.

Sam Hoffman – Lincoln Square Capital Management

Second question is, given that you're now at a net cash position, under what market conditions and under what amounts of net cash and growth cash would you consider starting your share repurchase again?

Sean Healey

One component of our strategy has always been disciplined capital management. And the degree to which we did not see material new investments on the horizon and getting to put that money to work in a reasonable period of time for shareholders, we think about share repurchase. And again, that's consistent with our behavior over our history, but I mean how many times can we say that we look at this period and our horizon for the next year for putting money to work? I think we will not be repurchasing shares any time soon.

Sam Hoffman – Lincoln Square Capital Management

You don't think that – you had made some comments earlier that some shareholders and others had a view that doing a share repurchase in this type of environment would not make sense. And I just wanted to clarify that that doesn't mean you would not – you wouldn't just run up the cash –

Sean Healey

No, no, no, this isn't some ideological thing. This is just about making sure we provide stronger turnover time. And look, for us I'd rather – growing the company I think we all are focused on growing the company through new investments, doing what we do and share repurchase is really the base case, but there's a lot of value that gets added above and beyond that.

Nate Dalton

The bit that obviously we can't share, but we see, is the strength of the new investment pipeline and the opportunities beyond. And in the current environment they are extremely attractive. So on an ongoing basis, of course, share repurchase is going to be an important element of our capital allocation strategy, but it's always been judged against other uses of cash, and clearly in the current environment – the environment may change – but from everything we can see, the current environment and looking out into the medium and long term, we can see very attractive opportunities.

Sam Hoffman – Lincoln Square Capital Management

Do you feel that there's a minimum amount of cash plus credit facility that you kind of need to keep as kind of the floor?

Sean Healey

Look, I think again it all falls under the umbrella of disciplined management. And we always want to make sure that we have capital to execute on our strategies, one which is putting money to work in new investments, and continue to do what we need to do in order to grow the extant business.

As you would expect, we always did, and continue to model sensitivity cases of the business both up and down. We were pleased with the relative stability of our earnings through the very difficult market environment, and we are always opportunistic but also sensitive and prudent in the way that we allocate our cash.

Operator

There are no further questions at this time. I would like to turn the floor back over to Sean Healey for closing comments.

Sean Healey

Thank you again for joining us this morning. As we discussed in the call, we're pleased with our results for the quarter and confident in the long-term growth prospects for AMG and its affiliates. We look forward to speaking to you next quarter. Thank you.

Operator

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.

Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited.

THE INFORMATION CONTAINED HERE IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL, CONFERENCE PRESENTATION OR OTHER AUDIO PRESENTATION, AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE AUDIO PRESENTATIONS. IN NO WAY DOES SEEKING ALPHA ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S AUDIO PRESENTATION ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

If you have any additional questions about our online transcripts, please contact us at: transcripts@seekingalpha.com. Thank you!

Source: Affiliated Managers Group Inc. Q3 2009 Earnings Call Transcript

Check out Seeking Alpha’s new Earnings Center »

This Transcript
All Transcripts