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Affiliated Managers Group Inc. (NYSE:AMG)

Q4 2009 Earnings Call

February 1, 2010 11:00 am ET

Executives

Sean Healey - President & Chief Executive Officer

Nate Dalton - Chief Operating Officer

Darrell Crate - Chief Financial Officer

Jay Horgen - Executive Vice President - New Investments

Alexandra Lynn - Director of Corporate Strategy

Analysts

William Katz - Buckingham Research

Craig Siegenthaler - Credit Suisse

Mark Lane - William Blair & Co.

Dan Fannon – Jeffries & Co.

Cynthia Mayer - Bank of America/Merrill Lynch

Marc Irizarry - Goldman Sachs

Michael Kim - Sandler O’Neill

Robert Lee - KBW

Roger Smith - Macquarie Capital

Operator

Greetings and welcome to the Affiliated Managers Group fourth quarter earnings call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions)

It is now my pleasure to introduce your host, Alexandra Lynn, Director of Corporate Strategy. Thank you, Ms. Lynn; you may begin.

Alexandra Lynn

Thank you for joining Affiliated Managers Group to discuss our results for the fourth quarter and full year 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 website a replay of the call and a copy of our announcement of our results for the 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 and the year are: Sean Healey, President and CEO; Nate Dalton, Chief Operating Officer; Darrell Crate, Chief Financial Officer; and Jay Horgen, Executive Vice President in-charge of New Investments.

Now I’d like to turn the call over to Sean Healey. Sean.

Sean Healey

Thanks Ally. Good morning everyone and thank you for joining. AMG reported cash earnings per share of $1.36 for the fourth quarter and $4.37 for the full year in a quarter marked by our Affiliates excellent relevant investment performance and improving client flow trends. We also made two new Affiliates of investments during the quarter, and this morning, we are very pleased to announce an additional investment in an outstanding U.K. based boutique asset manager, Artemis Investment Management, which we’ll discuss in a moment.

I’ll begin with a review of our Affiliate’s results for the quarter and the year. As you know, global and international equities represent the largest components of our earnings at over 40% of our EBITDA, which will increase approximately 45% with the addition of Artemis and our Affiliates with global and international equity products continues to deliver very strong performance.

Highlights for the quarter included excellent results from Tweedy, Browne and Genesis. Tweedy’s global value fund ranked first in its Lipper category as well as in the first percentile of its Morningstar category and the flagship emerging markets strategy from Genesis outperformed its benchmarks for all time periods and was among the top performers in its peer group for the full year with a total return of 92%.

Turning to domestic equities, Third Avenue was a standout as its value products posted significant out performance versus their benchmarks in 2009, while the major growth equity strategies from Times Square and Frontier beat their benchmarks across all time periods.

Finally, our alternative managers also achieved generally strong performance on both an absolute and relative basis; and having made significant progress against their high watermarks over the course of the year, managers such as AQR, BlueMountain and First Quadrant are well positioned to generate performance fees in 2010.

Our Affiliates track records of excellent investment performance across a broad range of equity and alternative strategies, positions us for strong organic growth as investors increasingly reallocate to return-oriented products. As we all know, in 2009, retail and institutional client flows across the industry were heavily concentrated in cash and then in fixed income, while equities and alternative products saw significant outflows. In the fourth quarter and so far in 2010, we’re seeing these trends begin to reverse, with flows in search activity increasingly turning to actively managed equities and alternatives.

Our own experience reflects these broader industry trends. With an outstanding array of alpha generating products across all major equity categories, including global, international and emerging markets, and domestic growth and value as well as a wide range of alternative strategies, we’re very well positioned for organic growth going forward and as Nate will describe in more detail, our global distribution platform allows us to capitalize on increasing demand for global equities and alternative products from investors outside the U.S. and this platform is already making a substantial and growing contribution to our business.

As evidenced by the acceleration of our deal activity, new investments are becoming an increasingly important driver of our earnings growth. In the past six months, we’ve announced investments in four outstanding boutique managers, including Harding Loevner, Value Partners, Aston Asset Management, and as I mentioned, this morning we announced the acquisition of Artemis Investment Management in partnership with the firm’s management.

This transaction further supports our strategic objective to expand our global and international product offerings and enhances the diversity of our international client base. Jay will provide more detail on the transaction in a moment, but in summary, Artemis is an outstanding and highly regarded U.K. based boutique firm with over $16 billion in assets and offers a broad array of high quality products to both retail and institutional clients in the U.K. and Europe.

On a personal note, I have known Artemis’s CEO, Mark Kendall, and his partners for a number of years and I have the highest regard for Mark and his team and I’m very pleased to welcome Artemis to our Affiliate Group.

More broadly, we see increasing opportunities ahead to add meaningful incremental growth to our earnings through the execution of our new investment strategy. With our reputation and track record of successful Affiliate investments, and ongoing financial capacity, we’re uniquely positioned to execute on a growing set of opportunities from a universe of traditional and alternative prospects worldwide.

Looking ahead, we feel very good about how our business is positioned for 2010 beyond. We have an outstanding array of leading boutique equity and alternative Affiliates, with a particular focus on global and international equity and alternative products, where we see very attractive secular growth opportunities. With our global distribution platform, we’re accelerating the growth of these products and expanding the diversity of our client base.

Finally, the success of our Affiliates as well as our strategic capabilities and reputation as a supportive partner have positioned us for a strong and increasing incremental earnings growth from investments in the best boutique asset management firms worldwide, firms like Artemis.

With that, I’d like to turn it to Nate, to discuss our Affiliate results in greater detail.

Nate Dalton

Thanks, Sean. Good morning, everyone. It was a good fourth quarter overall and most importantly, investment performance remained very strong at a majority of our Affiliates, especially in the global equities and emerging market areas. In addition, we made excellent progress ramping up our global distribution capabilities, where we saw significant wins in each of our regions this past quarter and we continue to invest in and grow our U.S. distribution platform as well. All of this puts us in a very good position for 2010, especially as we see some of the flow trends beginning to move in our favor.

Now as Sean noted, client behavior over these past two years was characterized by a rush to cash and cash equivalents across channels that lasted through January of 2009, followed by a move to fixed income throughout most of last year. All of these came at the expense of equities and alternatives, which experienced outflows for most of the period.

Now as Sean also noted, we have seen these trends reversing at the end of 2009 and especially in the institutional channel, were search, RFP and finals activities are picking up especially for global equities and certain categories of alternative products. Particularly, rapidly growing areas for us are in Australasia, where we’re seeing excellent flows in global equities managed by Tweedy and Harding Loevner and emerging markets equities managed by Genesis.

Also we’re seeing increasing search and finals activities for alternative products managed by AQR and BlueMountain. Our Australia platform has a very full and growing pipeline and we expect our Hong Kong office to further accelerate the opportunities here.

Now returning to our investment performance for the quarter and full year 2009, most of our largest Affiliates substantially outperformed both peers and benchmarks in the period. For example, 50% of our mutual fund assets were in the top quartile of their Morningstar category for the year and if you go by Lipper categories, 55% were in the top quartile for the year.

In particular, we had very strong performance across our global and international equity products, a theme we’ve seen over the past few quarters and particularly important given our strategic focus on broadening and deepening our product mix in these areas. Tweedy’s flagship global value fund beat its hedge benchmark by 455 basis points in the quarter and by 1250 basis points for the year, placing it in the first percentile of its Morningstar category in the fourth quarter and the top quartile for the one year period.

Similarly, Tweedy’s worldwide high dividend fund outperformed its benchmark by 370 basis points and ranked in the top decile of its Morningstar category and first in its Lipper category for the quarter. Other global equity products including those managed by AQR and Harding Loevner also had a very strong year, beating their benchmark by 275 and 745 basis points respectively.

On the emerging markets side, the Genesis flagship emerging markets product continued to build on its outstanding long term track record, outperforming its benchmark by over 250 basis points for the quarter and 1,270 basis points for the year.

Moving to our domestic products and starting on the values side, Tweedy, Browne’s performance remained strong with their value fund outperforming its benchmark by 210 basis points in the quarter, ranking the top decile in its Morningstar category. Third Avenue’s value fund trail its benchmark by 170 basis points in the fourth quarter, but remained ahead by over 1,800 basis points for the year.

Within our growth category, performance was more mixed. TimesSquare had a very strong quarter as our small cap and small mid cap products outperformed their benchmarks by 380 and 265 basis points respectively, with each remaining well ahead of its benchmark for the one, three and five year periods. The firm’s mid cap product just missed its benchmark for the quarter, but also has a solid long term track record.

Generally speaking, Frontier Capital Strategies had a good quarter and full year with the majority featuring strong one, three and five year performance records. Finally, in the growth equity category, Friess Associates had a challenging year as our high quality growth style was out of favor. We’re confident they will regain their leading position within the growth equity category and in fact, Morningstar named them a contrarian investment idea for 2010.

Next, turning to alternative products, while in the fourth quarter our performance was mixed, the important point is that for the full year 2009, performance among our largest product was generally strong and a number of affiliates that had been under high watermarks at the beginning of the year recovered much or all of the ground during 2009.

As we look at the current year, the strong relative performance of our affiliates ranging from AQR and BlueMountain to FQ and ValueAct, positions us very well both for performance fees, but also for flow as investors are returning to the asset classes. Now turning to flows, net flows in the fourth quarter modestly improved and were mostly consistent with industry trends.

Starting with the institutional channel, flows were essentially flat and we had a few significant pieces of business where funding was pushed into the first quarter. In terms of themes, I would say, we saw positive flows outside the U.S., especially for global equity products; and within the U.S., we saw especially weak flows for domestic equity products.

Now interestingly, we’re beginning to see some demand outside the U.S. through our global distribution platform for example for U.S. equities. In fact, the largest one but not yet funded mandate in Europe is for a U.S. small cap equity mandate. Now we think this can be another significant source of leverage for growth for our U.S. equity products as flows return to the category.

In the mutual fund channel, we had outflows of $708 million in the quarter, as continued domestic equity outflows more than offset some very successful product launches this year at AQR, Third Avenue and Tweedy, Browne. Also in the fourth quarter, our sub advisory distribution platform helps our Affiliated, Frontier, win a slot as sub adviser for Vanguard’s new active equity funds, the Vanguard Explorer Value Fund, which we expect to launch in this quarter.

Finally in our high net worth channel, we had positive flows of $52 million for the quarter. The drivers here continued to be inflows at Harding Loevner, Gannett Welsh & Kotler; and Canadian Affiliate Butel.

Now, let me quickly update you on the progress of our global distribution efforts. In terms of flows, we had substantial wins in the quarter in each of our current global distribution regions: Australia, the Middle East and including Europe, which we just launched in 2009.

Some of these wins funded in the fourth quarter, but a number have or are scheduled to fund in the first quarter of 2010. In addition, during the quarter, we were excited to announce our partnership with Value Partners in Hong Kong; and we believe there are a number of strategic opportunities to enhance our respective businesses and for this partnership to grow overtime, particularly as we expand our global scale in product distribution. Building on this relationship, we’re also making very good progress towards the opening of a distribution office in Hong Kong later this year.

Finally, in the U.S. Mutual Fund channel, we were pleased to announce an investment in Aston Asset Management, a strong manager of managers firm, which will enhance our position in the channel where we have our Managers Investment Group platform. Aston has a diversified, scalable operating business with 15 high quality sub-advisors across 24 funds. The firm has an outstanding management team combined with a strong track record of performance and organic growth across its funds and we look forward to working with the team at Aston in the U.S. Mutual Fund channel.

Now with that, I’ll turn it over to Darrell, who’ll discuss the financials.

Darrell Crate

Think you, Nate. Good morning, everyone. During the quarter, our affiliates continued to build on their long term track records, producing superior returns across a diverse array of investment styles and positioning our products for strong growth. As investors increasingly reallocate to risk-oriented assets, we’re well positioned for strong organic growth in 2010.

In addition, new investments are becoming an increasingly important driver of our earnings growth and as Sean just mentioned, this morning we announced our pending investment in Artemis, which we expect to close at the beginning of the second quarter.

As we will be taking majority stake in the equity of Artemis, the financial results of the firm will be consolidated within AMG’s financial statements. The transaction will provide significant accretion to our 2010 cash earnings as I’ll more fully discuss in a moment.

As you saw in the release, we reported cash earnings per share of $1.36 for the fourth quarter. On a GAAP basis, we reported earnings of $0.55. Performance fees added about $0.05 to our cash earnings. Additionally there was $0.12 of net onetime gains in the quarter, related to newly adopted FAS 141R rules.

We recognized a net gain of $0.17 related to the favorable impact of the settlement of a contingent payment arrangement with Harding Loevner. This gain was partially offset by a $0.05 charge that resulted from our new investment activities during the quarter. As you will remember, we are now required to recognize costs associated with new investments as they are incurred.

Now turning to some modeling items, the ratio of EBITDA contribution to end of period assets under management was about 18.2 basis points for the fourth quarter, reflecting the strong growth in our assets under management, as well as the realization of both higher performance fees, as well as the contingent payment gain. As we look to the first quarter of 2010, we expect this ratio to be a more normalized 17.3 basis points.

Pro forma for the closing of both Artemis and Aston, we expect this ratio to remain at this level. Holding company expenses were $14.9 million for the fourth quarter with the increase primarily as a result of the transaction expenses associated with the new investments. We expect holding company expenses to be $12.4 million in the first quarter, which incorporates some additional costs related to our growth initiative.

With regard to taxes, our effective GAAP tax rate for the fourth quarter was 40% and we expect the rate to decrease to 39% for the first quarter. Our cash tax rate for the fourth quarter was about 21%. We expect this rate to decline to about 8% in the first quarter and then to trend up in 2010 with future growth.

Intangible related deferred taxes were $13.3 million for the quarter, higher than prior quarters because of the gain we realized from our contingent payment arrangements, which I previously mentioned. I expect intangible related deferred taxes to return to a normalized $10.6 million in the first quarter and then to increase by an additional $1.9 million following the closing of our pending transactions.

Amortization for the quarter was $16.5 million, including $8 million of amortization from Affiliates accounted for using the equity method. The earnings from equity method Affiliates are included in income from equity method investments line on the income statement, all net of amortization. We expect amortization to increase to approximately $17 million for the first quarter.

Depreciation for the quarter was $3.1 million with $1.9 million of that amount attributable to Affiliate depreciation. Depreciation will remain at about this level for the first quarter and then increase to $3.6 million in the second. We reported total interest expense of $19.4 million for the fourth 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 or about this level for the first quarter.

Turning to our investment in Artemis, Jay will give more details in a moment, but I’d note that the transaction is priced at the lower end of our target valuation range and that the accretion from Artemis is embedded in the forward guidance I will be providing. We expect to close the transaction at the beginning of the second quarter with consideration being paid with cash from our balance sheet and borrowings under our bank revolver.

Following our investment in Artemis, our capital position remains very strong and we have substantial resources to execute additional significant new investment opportunities. Given the strength of our balance sheet, we will have sufficient financial resources to make an additional new investment of over $750 million without needing to raise further capital.

Now turning to guidance for 2010, we expect our cash earnings per share to be in the range of $5.25 to $6. This guidance factors in actual markets so far this quarter, which were down about 4% and then assumes 2% quarterly growth in markets for the remainder of the year. We also assume a weighted average share count of $47 million, which anticipates funding our investment in Aston with shares at the beginning of the second quarter.

With the exception of our Aston and Artemis transactions, our guidance for 2010 does not include additional earnings from investments in new Affiliates. Our guidance also assumes an earnings pattern similar to the one you’ve seen from us in prior years where we have recognized the majority of the earnings from alternative products and performance fees in the fourth quarter.

Our alternative products, which at year end totaled approximately $30 billion in assets under managements, provide AMG with an important source of earnings diversification as well as incremental earnings growth. The performance of these products was generally strong in 2009 and now with over half of these assets above their high watermarks, these products can provide considerable upside opportunity and deliver material performance fees in future periods.

Our guidance for 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.

With that, I will now turn it over to Jay to discuss our investment in Artemis in greater detail.

Jay Horgen

Thanks, Darrell. I will briefly touch on the highlights of the Artemis business and the transaction and of course, look forward to your questions. As Sean mentioned, Artemis is a leading UK-based boutique firm with over $16 billion in assets and offers its high quality products to both retail and institutional clients in the U.K. and Europe.

The firm was founded in 1997 by CEO, Mark Tyndall, and Key Members of the current management team. Throughout its history, Artemis has operated as an independent boutique manager and until recently, management held a significant equity stake. Through a series of transactions over the past two years, Artemis became wholly-owned by Fortis, which is a subsidiary of BNP.

We first got to know the Artemis team prior to these transactions during a time in which the firm was management-owned. We maintained a close dialogue over the past several years and when the management team had an opportunity to choose an institutional partner to help facilitate its independence and regain its management ownership, they turned to AMG.

Artemis is one of the most well known retail firms in the U.K. market, which is the largest retail marketplace in Europe. Investors and retail intermediaries recognize Artemis for its long term track record of performance and highly respected investment team. Over 90% of its retail funds have generated first quartile performance since its inception.

Artemis has an outstanding array of products covering nearly every U.K. equity style box and is especially known for its U.K. income products managed by preeminent fund manager, Adrian Frost. Its flagship equity income product is a core holding for a U.K. retail investor and Artemis has a significant presence in this segment.

Given its long term investment performance and substantial brand recognition, which is essential to success in the U.K. retail market, Artemis is positioned for strong growth in retail assets and market share overtime.

In addition, Artemis has an investment process and track record, which has been recognized by consultants and institutional investors throughout Europe and the Middle East. Now that Artemis has regained its independence and resolved the uncertainty regarding its long term ownership, we see potential for significant growth in the institutional channel.

Finally, Artemis has built an investment management platform that includes a diverse team of 17 highly experienced fund managers and an investment philosophy whereby portfolio managers are given the freedom to and are encouraged to seek out the very best ideas with great flexibility. This approach combined with a strong and unique culture that exists at Artemis has and will continue to enable the firm to attract talented fund managers to its platform, providing additional growth opportunity overtime.

Turning to the terms of the transaction, AMG and the management team of Artemis are purchasing the business from BNP with AMG owning just over 50% and with 16 partners from Artemis, including four founding partners, purchasing the rest on the same terms as AMG.

In addition, all of the partners have agreed to sign long term commitments to the firm and management will run the day-to-day operations of the business. Following FSA approval, we expect the transaction to close at the beginning of the second quarter. Once again, we’re very excited to partner with Artemis Management team and we believe our affiliation with firm will enhance its long term success.

We will now be happy to answer your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from William Katz - Buckingham Research.

William Katz - Buckingham Research

A quick question, so your commentary around the deal pipeline, you used the word substantial, quite a bit this morning. Just sort of curious if you could talk a little bit about the type of properties that are still out there that you might be looking and maybe geographically and/or channel wise? What’s out there, what you’re looking at?

Sean Healey

What I’ll say, this will anticipate some further questions about the pipeline. So I’ll kind of do it all at once. Obviously, we can’t talk about transactions that we’re working until they are announced. We also know that they aren’t done until they are done, but that said, we continue to be very busy and we have transactions at all stages of our investment pipeline.

I think the opportunity set continues to be as we have described it in the past, generally speaking a very favorable supply demand balance in the market generally, especially for boutique firms. We see fewer, but still some attractive opportunities to invest in firms just as in Artemis, where we’re acquiring the business and partnership with management out of a larger financial services firm.

We see a continued and increasing activity among alternative firms. Some of that is around anticipated changes in tax rates as well as a general desire for these firms to institutionalize the incentive structure of the firm and bring in an institutional partner like AMG.

Then finally, we are seeing an increasing number of traditional succession oriented opportunities, where as we all know, for demographically driven reasons, there continues to be a substantial number of very attractive boutique firms that represent opportunities for AMG to invest.

William Katz - Buckingham Research

Second question is on the flow picture for a second. You mentioned you’re seeing acceleration in the pipeline, which is encouraging. Just curious, a couple of your peers who have relatively sizable quantitative businesses have been struggling of late, some it’s just prior to them, but it sounds like more to the industry itself, just sort of wondering if you could talk a little bit about the pipeline as it relates to First Quadrant within your commentary in terms of the institutional channel accelerating a little bit?

Sean Healey

I’d say two things there. One, I do think its right that industry wise. We’ve seen some pressure relative to Quadrant strategies. That said, both First Quadrant as well as AQR, there’s a high level of good activity. There’s some very good won and funded mandates in both cases, which are quant equity in the first quarter already. So there’s activity and so maybe it’s exactly what you said, which is there’s a little bit of pressure industry wide but also, a lot of it is idiosyncratic.

William Katz - Buckingham Research

Then just one technical one, I apologize. Darrell or Jay, just sort of curious, you both mentioned around the second quarter, are you looking for an April 1 close, April 30 close? How are you thinking about timing on the deal or both deals actually?

Jay Horgen

I think right at the beginning, so early April.

Operator

Your next question comes from Craig Siegenthaler - Credit Suisse.

Craig Siegenthaler - Credit Suisse

Just a few follow-up questions to Bill questions on, M&A opportunity; first, can you quantify really or help us think about how strong the pipeline is now versus six months ago? Is it larger deals? Is it smaller deals, different types? Also maybe a second follow-up is how will changes in the tax legislation or tax rules this year in 2010 impact? What type of deals you are looking at? Are you looking at more deals now offshore?

Sean Healey

I would say the pipeline is more robust than it was six months ago. It includes and I won’t repeat the answer I gave Bill, but it certainly includes a broad array of attractive boutique firms, traditional and alternative, really worldwide. Jay, do you want to comment? I mentioned in the last call, how changes in tax rates are likely to affect and enhance our opportunity set. Jay, why don’t you elaborate now?

Jay Horgen

So with independent firms, I think this is a significant factor certainly stabilized markets, higher markets, and changes in tax in 2011 and beyond; capital gains and ordinary income rates are causing conversations to begin well in front of those changes.

Craig Siegenthaler - Credit Suisse

Just a second question, just one around the P&L geography from the deal and it looks like it’s going to close probably near April 1. We should probably think about a step up in several of your fee rates. I’m thinking the mutual fund institutional channel specifically due to the higher fee rates generated at Artemis and also trying to think about the impact to the GAAP operating margin.

Darrell Crate

I mean the average fee at Artemis is 80 basis points. So you’re right as you put that in the mix again, dependant upon the channel that will change the fee rate, but remember, Artemis is in the traditional structure of all the significant deals that we’ve done in the past where there’s a very clear owner’s allocation and an operating allocation.

We own 51% of that owner’s allocation and so the cash flow that we buy and as we look at our return over time is driven by that cash-on-cash return. Of course, Artemis is well positioned to grow and additionally, the way this is structured, we will see a reduction between GAAP and cash overtime as we do with organic growth at all of our affiliates.

Operator

Your next question comes from Mark Lane - William Blair & Co.

Mark Lane - William Blair & Co.

Just have a question regarding the thought process, the guidance versus previous guidance. So bumped it up a little bit, market stronger in the fourth quarter, weaker in the first month. You got the accretion from the Artemis transaction. Is it just simply market movement that’s getting to the higher number or is there something else going on, higher performance fee, estimate or what’s the thought process?

Sean Healey

No, our guidance last quarter was $5 to $5.75 and what has happened since that call to this call is that markets really have not appreciated if you look call to call. We’ve had a little increase in the share count and then there were some additional modest charges. So guidance was roughly similar if not maybe just a couple pennies down as compared to where we were last quarter. So this quarter we’re raising guidance $0.25 on the lower end and on the upper end and that is almost all driven by accretion related to the transaction that we announced today.

Mark Lane - William Blair & Co.

What’s the thought process on the contributions for performance fees?

Sean Healey

As we look to 2010, again, in this guidance we’ve moderated our expectation for performance fees a little bit relative to last year. Why do we do that? I think last year was just an unlucky year as we think about performance fees. We sit with a $30 billion portfolio of these products, more at the high watermarks today than they were last year, and before that.

Maybe just to give some sensitivity to what those could potentially generate, as I said, there’s around 55% or above high watermark, but if all of our performance fee products were to grow just say 6% for the year, that would generate roughly $0.90 a performance in cash earnings. So as you think about that and maybe just increase sort of visibility, if all of those products were to increase 10% next year given where they are at their high watermarks today, that would be almost an additional $1.50 of cash earnings.

So as we look at those numbers, we say and I think it’s our history over the last decade that we’ve been doing this, when we at the beginning of the year have established a baseline for earnings, absent a historic movement in the market. That has been earnings that have been delivered by the company as we get through the end of the year. When we look at our business, we make the bottom end of the range assumes essentially no performance fees.

We think given the sensitivities that it could be considerable and we look at a $6 number, we look at the portfolio. We also see all the good things that are happening with investors have to return to equities sometime this year, the positioning of our products. It seems like a top end of $6 is reasonably conservative in an environment where some good things happen.

Operator

Your next question comes from Dan Fannon – Jeffries & Co.

Dan Fannon – Jeffries & Co.

Can you guys talk about the fund flow trends in Artemis over the last couple of years and you’ve talked about positioning for products and performance, but is there pipeline on the institutional side or anything we can look at for growth on an organic basis?

Sean Healey

I will start and then Jay can add in. The business has been strong, the main business, 70% of the business, is retail and they have had positive flows throughout the year and I think are very well positioned for a continuation, even an acceleration again as these this reallocation continues into the U.K. market.

Their institutional book was larger a couple of years ago and they had a product and one large client that has left at the beginning of last year. So where they are now is at a lower base among the institutional book and I think there’s every possibility of that increasing, but the main part of the business is the retail trust business, which as I said is very well positioned and it’s had positive flows in 2009?

Dan Fannon – Jeffries & Co.

Okay, thank you and in terms of the flows that you mentioned in terms of the mandates you’ve won in Australia, Europe and the Middle East; is there anyway to get a sense of the magnitude of that and are they starting out small do you anticipate them to grow? Just trying to get a sense of how big that business is coming in the door today and what your expectations are?

Nate Dalton

Let me say one other thing on the Artemis question as well, which is in the institutional channel, they have had this overhang if you just think about the uncertainty that they have had from a structural standpoint and so as you sort of look at how they are regarded by the consultants, I think there’s lots of respect for the investment process and we do think that this and I think as Jay said, we do think this transaction could be very good for them from an institutional flow perspective as we move forward there.

So, then coming to your question on Australia, I think there are a couple things I would say. I think we made very good progress this year moving product through and closing business, including some very sizable wins and the thing that is also just starting to happen as we’re building it now is we’re sort of moving into this client service and then cross-affiliate leverage in the structure.

So as that ramps we’re moving from really having one Affiliate with penetration and breadth to two to three and moving, as different ones catch on at different local consultants, but also global consultants, we’re getting increasing leverage there and then one other point, it’s a little bit broader than the question you are asking, but one other point in there is especially with the global consultants, that leverage is also beginning to extend across geographies as we’re making good inroads with global management consulting firms in Australia that’s entering to our benefit in Europe as well and even back to the Affiliates own distribution dramatically.

So, there’s a lot of leverage embedded in this, the pace the activity pace is just increasing, pipeline is growing. We’re going into this year with one, but not yet funded mandates, which is a good place and a couple have actually already funded this year. So the pace is really picking up.

Sean Healey

I’ll just remind folks, we began the Middle East effort in earnest a little over a year ago and the traction that we are seeing we’re very, very pleased with how that continues to develop. I would say, in your expectations around the development of that is truly underrepresented in our earnings guidance.

Operator

Your next question comes from Cynthia Mayer - Bank of America/Merrill Lynch.

Cynthia Mayer - Bank of America/Merrill Lynch

You sound a little more positive on net flows this quarter and I know flows were close to flat in Q4. I’m just wondering if you add up some of things you’re talking about the mandates, Vanguard Explorer, things like that, are you now tipping into positive flows?

Nate Dalton

Yes, we feel very good about where it’s obviously very early in the quarter and all that, but yes, we feel very good, especially looking at the institutional channel, where the pipeline is won, but not yet funded mandates. Won mandates where we were in contracts stages all that, so it feels very good.

Cynthia Mayer - Bank of America/Merrill Lynch

Some of the bigger outflows you had last year like from the Quadrant Managers. Do you feel as though those are really passed or is there some chance that there will be kind of an echo effect where some of the institutions comeback and finally decide they really don’t want Quadrant and get a large outflow?

Darrell Crate

I don’t think it’s that. I mean obviously, look there’s always a chance and you saw last quarter we can always get surprised, but I think as I said in answer to an earlier question, I do think there’s a little bit of industry pressure on Quadrant, but I think most of that’s idiosyncratic and I said, even If you look at the won and funded or won and not yet funded mandatory this quarter, there’s some very good quantitative managers, including quant equity mandates in there.

Sean Healey

I’ll just add to this, Cynthia. A lot of folks ask about AQR, which is a very visible firm, but their performance was really terrific in their hedge fund product. So you can never guarantee, but I think it would be and likely given their performance that you see changes in the flow pattern there and remember, they have a very substantial traditional book, which is performing quite well and launching new products etc. So I think we feel good about that.

Then the main answer to your question, we’re certainly seeing as Nate indicated, early signs in search activity in won, but unfunded mandates that are material, early signs of this reallocation by investors generally to return oriented assets. No one knows, when it will occur, but we all know that it needs to, that investors both retail and institutional need to get return in a very low yield environment and client flow trends inevitably over time are cyclical.

So it is reasonable to assume without anyone knowing the precise timing that the tremendous rush into cash and then fixed income will not continue and that indeed it will reverse and clients will move back into active equities and alternatives.

Cynthia Mayer - Bank of America/Merrill Lynch

Maybe just one question that is sort of less at the moment, but as your Affiliates compete for new mandates, how much if any fee pressure are they seeing? Just curious, how much input do you have in terms of how they structure mandates and how flexible they are with fees?

Nate Dalton

I think, one, “Is there fee pressure?” I think you are seeing some. I think it’s too hard for me anyway right now to sort of put it all together and say look, I think there’s a specific trend here. So I think there’s some, but I think there’s always some and you can sort of put the anecdotes together. You can always find anecdotes. I guess that’s what I’m looking for.

In terms of the level of input we have, certainly in the places where we’re working with them, it’s collaborative, but our Affiliates absolutely have very good senses of what the right place for their products are and especially, obviously in the capacity constrained areas, we’re extraordinarily sensitive to that and we don’t really push too hard to do that. I think we and our Affiliates are very much aligned. This is the right way to over the long run grow that revenue line. That’s the way our structure is designed.

Operator

Your next question comes from Marc Irizarry - Goldman Sachs.

Marc Irizarry - Goldman Sachs

If we could just go back to the deal pipeline for a second, just curious what type of deals do you see things moving ahead? Then also in the pipeline, what’s new and incremental to the pipeline, you’re seeing any changes in the types of opportunities that are coming your way?

Sean Healey

As I said, there is a continuation of divestiture activity by larger financial services firms as in the case of Artemis and there are certainly some others still out there. Where the firm is a very attractive franchise and the management is equity oriented and we are comfortable and enthusiastic about partnering with the management team, those kinds of opportunities are a great fit for us.

As I said, there continue to be some of those. As well, there is an increasing level of activity among alternative firms really worldwide and then the trend, which is beginning, but we expect it to accelerate with the recovery in the equity markets and these tax trends and just the simple demographics is the traditional succession oriented opportunities, which obviously represents the largest part of the universe of boutique firms.

Marc Irizarry - Goldman Sachs

Just in terms of flow trends, can you comment on what you have seen sort of year-to-date from Genesis? It looks like the numbers have really been quite phenomenal, three and five year numbers better. Have you seen a real meaningful up tick in flows so far this quarter?

Sean Healey

I think let’s answer it generally what the…

Nate Dalton

Let me do it by category is probably an easier way to do it. Obviously, they are an important part of our emerging markets product set. I think we certainly see lots of search activity for emerging markets, especially good performing emerging markets and then just like Genesis.

It would be reasonable to assume they are participating in those searches and we do have a plenty of resources applied against it in terms of different markets and they have a fantastic track record, both sort of recently both the long term and then they’ve got a great client service model. So I think you’d be reasonable to expect they’d do the very well positioned.

Sean Healey

So we see or have now as Nate indicated a substantial won, but unfunded pipeline and our view is, and we’re seeing it manifested in search activity and flow trends, is that global and international including emerging markets equity products are really going to see an outsized level of flow activity, including especially as investors reallocate generally to return oriented assets.

Jay Horgen

As you look at this past quarter, there’s no affiliate that’s making a disproportionate contribution to our flow picture. As we look broadly at the complex, our flat flows that is something that we certainly see in the industry and is being experience by our highest quality affiliates.

Operator

Your next question comes from Michael Kim - Sandler O’Neill.

Michael Kim - Sandler O’Neill

First to just come at the deal pipeline a bit differently, it seems like Artemis is a bit bigger than the deals you have done more recently. I understand it was a bit of a different situation in terms of the seller, but with the capacity you still have and the pricing that we’re still seeing, does that suggest that you might be more focused on bigger acquisitions going forward?

Sean Healey

I think we’re focused on investing in the best boutique firms and partnering with the best managements. Obviously, there are lower level boundaries below a certain size we’d probably be more interested in having a firm lifted out or merged into an existing affiliate. There’s an upper level, I’m not sure I want to identify it, but certainly there’s an upper level of size of a boutique firm that would be bigger than we would want to make an investment in.

Within the size that Darrell described as our available capacity, we would certainly be happy to make several investments or one single investment that got to that level and overtime, obviously we don’t feel constrained by the level of immediate capacity.

That’s just an indication in our guidance to give you a sense of what we could do or would do without going back to the markets, but if we see and we certainly expect to overtime see additional attractive new investment opportunities, we will absolutely raise capital in the most efficient and appropriate way to be prepared to fund those additional investments.

Michael Kim - Sandler O’Neill

Then maybe just to follow up on that, in terms of capital management, the pipeline still sounds pretty flow and it seems like you’ve got a fair amount of excess cash even after the Artemis deal. Just wondering if share repurchases are still in your thinking, particularly with the issuance related to the Highbury transaction.

Jay Horgen

I would say that we are still in a mode given the robust pipeline that we have described where we will favor new investment activity. Overtime, we certainly have and will continue to repurchase our stock, but I would say in the near to medium term, our focus is going to be on executing new investments and using our capital to fund those deals.

Operator

Your next question comes from Robert Lee - KBW.

Robert Lee - KBW

Two questions, real quickly. I’m just curious on kind of a pro forma basis if Artemis and Aston, if you had actually owned those in the quarter, would that have changed the flow pattern much? Would it still have been an outflow or you would have been maybe in modest inflows?

Sean Healey

I would say modest inflows.

Robert Lee - KBW

Maybe a thing with that, with Aston, actually I have some questions there seems to be pretty, I guess I’ll use the word redundant on similar to the manager’s platform. What is that, since the way you structured it, it’s not going to be that accretive I guess upfront because of the shares you’re going to issue, but strategically, how does that fit in? I mean where do you see what is that bringing to the table? Is that something you think is going to help you accelerate the manager’s platform? Does it double your wholesaling forces just trying to get a feel for what you see in that?

Sean Healey

We certainly see opportunities for the two firms to work together and I think you can sort of frame it up along two dimensions. One is certainly on the expense side there’s obviously some opportunities to work together and we’re starting to explore some of those already and then if you put the strength of their distribution forces sort of next to each other, there’s some real good opportunities where one firm is stronger in one area and one in another and those are certainly things that overtime should create opportunities to not just help on the expense side, but accelerate the growth.

Robert Lee - KBW

Is this essentially double your marketing footprint or it means you have that many more resources?

Nate Dalton

It doesn’t sort of from a headcount standpoint; no, it doesn’t really double the marketing footprint, but if you think about it more from a channel standpoint, which is what I was trying to frame up, you think about it more from a channel standpoint, I think the strengths are very complementary.

Robert Lee - KBW

I mean is it possible to just get a little bit of color? Is one bigger than the warehouses, one is bigger…?

Nate Dalton

Exactly, some manager is much bigger and sort of stronger in warehouses and Nasta for example has sort of got a larger footprint in independent RH. It’s that kind of stuff.

Operator

Your final question comes from Roger Smith - Macquarie Capital

Roger Smith - Macquarie Capital

I just have two quick questions. On the deal side, is there any change in the buyers that are out there looking for these asset managers are you pretty much running up the same people before and the second question that I want to make sure I understand is it looked like the deferred or the intangible related income taxes jumped up this quarter. I think, Darrell, you mentioned a couple of items at the beginning. I just want to make sure I understand what happened there?

Sean Healey

First on your question about the buyer universe, I would say that the supply demand balance continues very much to favor buyers, especially in the boutique world. We are seeing some other asset managers, some private equity firms, but generally speaking, the credit environment still is not that favorable for private equity and the kind of boutique firms that we are most interested in and who are most interested in us are looking for a permanent partner, so private equity is not a great fit.

The public market is more open than it has been, but I think many boutique firms look back at what occurred in the markets and to some of the public companies a year, year and a half ago and are not as anxious as they might have been to pursue that alternative. So, we feel very good about our competitive position.

Darrell Crate

From the deferred income taxes, the intangible deferred, looking at prior quarter and this quarter. Last quarter, we had some dispositions, which made that number just about $3 million lower. This quarter is about $3 million higher. So going forward, we see roughly $10 million being the appropriate line item.

In this quarter, we had a gain of $7.5 million that was related to the settlement of a contingent payment plan. We are carrying it on our balance sheet at a level that was about $7.5 million higher than where it ultimately settled. That gain runs through and given that is related to purchase price, it creates this deferred tax line item and maybe just to circle back to capital management

That said we have $750 million that is available to us for new investments and that is available without having to go raise additional dollars. As you can see given these transactions, by the time we’re at the end of the second quarter, we’re going to be generating about $80 million of cash a quarter.

As Sean clearly says, we favor new investment activity. It’s very clear to us the amount of capacity that we have to put to work, when we decided to use stock in Aston. Clearly that was the seller’s preference, but we certainly could have repurchased their shares immediately or immediately upon close and realized about $0.20 of accretion. We selected to not do that as we look at our pipeline and we look at our prospects.

That shared with many of you, as we look through 2009, it was an incredibly busy year, as we looked at different transaction opportunities. The environment was changing rapidly. So for us, it’s very exciting to be in this period, where we continue to have this robust pipeline, as Sean says, at all stages of negotiation. They’re not done until they’re done.

As you will see over this last year, we’ve been more capitalized than we’ve been in the past. That’s not lost on us, but we believe that’s what positioning us properly to execute on a new investment opportunity that we are so uniquely positioned to harvest and so hopefully that provide some context.

Operator

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

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 the year and we’re confident in our ability to continue to generate strong long term growth in earnings and we look forward to speaking with you next quarter. Thanks.

Operator

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

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Source: Affiliated Managers Group Inc. Q4 2009 Earnings Call Transcript
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