Greetings and welcome to the AMG Second Quarter 2019 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Ms. Anjali Aggarwal, Vice President, Investor Relations for AMG. Thank you. You may begin.

Thank you for joining AMG to discuss our results for the second quarter of 2019. 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. AMG will provide on the Investor Relations section of its website at ir.amg.com, a replay of the call, a copy of the announcement of our results for the quarter, and a reconciliation of any non-GAAP financial measures that are not announced on this call to the most directly comparable GAAP financial measures. As a reminder, we have also included an updated investor presentation on this section of our website. AMG encourages investors to consult the Investor Relations section of its website regularly for updated information. With us on the line to discuss the company's results for the quarter are Jay Horgen, President and Chief Executive Officer; and Tom Wojcik, Chief Financial Officer. With that, I will turn the call over to Jay.

Thanks, Anjali, and good morning everyone. It's good to be with you on my first quarterly earnings call as CEO of AMG and I would like to welcome Tom in his new role as CFO. We, along with the rest of the management team, look forward to executing on AMG's long-term strategy leveraging the significant competitive advantages that we've established over our 25-year history to generate long-term sustainable growth and create shareholder value. AMG reported economic earnings per share of $3.33 for the second quarter. Outflows of $15 billion were elevated driven primarily by quantitative strategies across liquid alternatives and global equity and will likely remain at similar levels in the near-term given ongoing performance headwinds in these areas. As Tom will discuss in further detail, it's important to note that these outflows had a disproportionate impact on our headline organic growth profile relative to their impact on earnings. More broadly, we are seeing positive momentum across our Affiliate Group in multiple product areas. Industry growth in global private equity infrastructure and real assets is benefiting our illiquid strategies at affiliates such as EIG, Pantheon, and Baring Asia, as well as fixed income strategies across traditional and relative value alternative products at affiliates such as GW&K, Capula, and with the closing of our investment in Garda, we're increasing our exposure to these in-demand fixed income alternatives. In addition, our Affiliate Group includes some of the industry-leading global and emerging market equity managers such as Harding Loevner, Tweedy Browne, Genesis, and Veritas, and given their excellent long-term performance track record, we are well-positioned for future growth in this category. At the highest level AMG's boutique focused model is positioned to capitalize on key industry trends including the recognition by clients that Alpha generation is driven by skill not scale and that…

Thanks, Jay, and good morning everyone. I'm both humbled and excited to have joined AMG and look forward to working with our leadership team to execute on our growth strategy in the years to come. Net client cash outflows of $15.1 billion were concentrated in quantitative strategies across liquid alternatives and global equity. And as Jay said, we expect that this level of net outflows will likely continue at a similar pace as performance challenges in these areas are addressed. Turning to flows by asset class. In our Alternative segment which accounts for 37% of our AUM, we reported net outflows of $7.4 billion driven by liquid alternative strategy and partially offset by positive contributions from illiquid products. While long-term investment performance and liquid alternatives remain strong with 66% of assets under management outperforming benchmarks over a five-year period, our recent performance in this area has been challenged, as value factor strategies have underperformed broader markets at an historic level resulting in sustained pressure on net flows. At the same time, several affiliates are generating strong results within the liquid alternatives area including momentum in Capula's fixed income relative value strategy. And we look forward to additional momentum in this category from Garda in the coming quarters. We also continue to see a steadily growing opportunity in illiquid, as our affiliates build on existing and new product capabilities with ongoing fundraising at EIG, Pantheon, and Baring Asia in the quarter. AMG's performance in this category is very strong with 94% of our recent vintages outperforming industry benchmarks on an IRR base. We are also beginning to realize the benefits of outperformance by way of carry realization as we did this quarter and expect this to be an additional driver of earnings growth over the long-term. Now turning to global equities,…

Thank you. [Operator Instructions]. Our first question comes from the line of Robert Lee with KBW. Please proceed with your question.

Great. Thanks. Good morning, thanks for taking my question. I guess maybe just kind of Tom; I think you kind of suggested that carry maybe impacted the quarter. Did that show up in the consolidated revenue line because that really seems to be a lot higher than I think any of us were expecting?

Thanks for the question, Rob. Yes. So performance fees did have an impact on the quarter. And in this case the preponderance did come from one of our consolidated affiliates. Just to reiterate a little bit of color through the first half of the year, we've now booked $0.39 and we've guided in the second half of the year from $0.25 to $0.75. So some of what we saw this quarter was really a pull-forward of illiquid carry that we thought was likely to hit in the fourth quarter and ended up impacting us in the current quarter. I think longer-term just to give you some color, obviously we've seen pretty good fundraising across our illiquid book over the course of the past several quarters and we expect that to continue over time. So we're continuing to build a book of illiquid performance fees that we think will be positive earnings contributors over the course of the next several years.

And Rob I'll just follow up one point here. So we, as Tom mentioned, we have great diversity in our performance fee opportunity and we've seen that express itself over the years. The illiquid fundraising that we've done in the past two years, three years is starting to come into our earnings, as Tom mentioned. And we've talked about seasonality in our performance fee opportunity historically has been really a fourth quarter -- the significant portion coming in the fourth quarter. And then with our affiliates that are reported on a lag some performance fees in the first quarter. With this new opportunity or this growing opportunity in illiquids, we are going to see more performance fees come through less seasonality in our business more in the quarters in which we express the carry. And so that that happened this quarter and I think we'll see that in the future years.

Thank you. Our next question comes from the line of Craig Siegenthaler with Credit Suisse. Please proceed with your question.

Thanks. Good morning everyone. I want to see if you had any color on how your EBITDA adjusted net flows or organic growth rate looked in the quarter just given that most of the outflows were from an affiliate that contributed less than 10% of EBITDA this quarter?

Yes, thanks Craig. This is Jay. We, as Tom mentioned, this in his prepared remarks, we did have a disproportionate contribution of these quantitative liquid and global equity products on our organic headline number relative to the more modest contribution to our earnings. And you can see that just in the earnings themselves both the EBITDA and the earnings, we reported were solid, and yet our flows were elevated. So the contribution of these flows were much lower on that basis and noting the contribution of one large equity method affiliate which is AQR that equity method affiliate is now lower than 10% of our contribution to our EBITDA. The 10.5 basis points, as we know, is a model convention that -- 10.6 that we're guiding to and the 10.5 that we experienced. We will see that ratio move up we think over time. And at this point that we are in, we've experienced most of the decline in that ratio.

Thank you. Our next question comes from the line of Alex Blostein with Goldman Sachs. Please proceed with your question.

Thanks. Hey Jay, Tom good morning. Just maybe building on this last point, can you guys update us where AQR and BlueMountain stand with respect to their cost reduction initiatives and maybe how much of the EBITDA drag in the current quarter is still coming from the fact that I think BlueMountain is net negative from an EBITDA perspective. And I guess just bigger picture do you guys envision any other affiliates either current or perspective that are pushing towards more profit share structure versus AMG's typical revenue share? Thanks.

Yes, thanks Alex. So just I'll take the first one being BlueMountain. On BlueMountain a couple of things to note here. We continue to work with BlueMountain in repositioning the business towards profitability. We see that being resolved by the -- by year-end, any financial impact is in the numbers. It was modest this quarter a couple million dollars and so we're already moving in that direction and we do see that we're on track to resolve the profitability by year-end. So that's on path and in a good place. Maybe taking your AQR question and just stepping back for a moment on AQR. So the business is in a very strong position. It's a very large diversified business, as you know, nearly $200 billion in AUM across several distinct business lines including traditional equities, fixed income, absolute return, and total return alternative. We strongly believe in AMG's -- AQR's ability to generate long-term investment return. These are important products or portfolios, and given their proven investment process and culture and the strength of their leadership team and their multi decade track record of outperformance, we do see that business having long-term positive trends. There's also great optionality in this business Cliff and the management team are focused, they're fully aligned as majority equity holders in the firm and they've been through difficult times before emerging each time as a stronger organization, the very entrepreneurial firm, lots of new products, and lots of new businesses that can scale dramatically. Today, we see AQR running their businesses at scale and they have the ability to run on at industry margin. And certain areas that we're seeing them invest for future growth and we're very supportive of that growth taking margin down temporarily in the short-term for the benefit of the long-term and we see that that's a repeatable business decision that they've made over the years. As you know, we made this investment when the business was only $12 billion in AUM. They've grown and diversified over all these years in building out new business lines. Today, they have a number of opportunities in their business. First, a number of the products are high performing and they including for example risk parity, defensive equity, fixed income. They're also investing in a number of growth areas including ESG and tax managed strategies. So longer-term we do see margins returning, we see growth returning at AQR. And so we're very bullish on this business and I'll just repeat that we see great optionality in the business. Away from these two, the 90% of our EBITDA is covered by revenue share. So as we said really it's just these two that we have margin exposure. One is going to resolve itself by year-end. The others got tremendous upside in margin from here. Thanks for your question.

Thank you. Our next question comes from the line of Bill Katz with Citi. Please proceed with your question.

Okay. Thank you very much for taking the question this morning. So a two-part question sorry but a bit unrelated, so wondering if you might be able to help quantify or ring fence the areas of risk that you see in terms of the liquid and the global equities and what might be the size of risk assessment risks you make. And then, Jay, just basing your comments around sort of what I perceive as cautionary comments around sort of integration by transactions. Does that suggest that you're more in an affiliate bolt-on type of opportunity or is there an opportunity here to consolidate some of the other holding company structures?

Those are two different questions. But let me start to provide bit more color on the flows. And look it's always hard to predict flows in general. And as we've said in our prepared remarks, we do see elevated outflows at similar levels in the near term in quantitative liquid also in global equity products. Longer-term, we see these products improve and clients do need these in their portfolios. So the secular trends are still in place. We have a broad array of liquid alts and global equity products. Our outflows were localized in certain products. But I will just note that in the second quarter these products did account for nearly all of our outflows. And so just noting that was masking some of the positive momentum that we have in our business in other areas, illiquid equity, traditional and alternative fixed income strategies including Garda which we just recently closed, fundamental global equities including emerging markets. And even in U.S. equities we're seeing a number of our managers being recognized for their value orientation as investors are increasingly looking for defensive equities. So all nearly 100% of our flows were in were localized in a few product areas. And it -- it really was not the broad array of our quantitative and quantitative liquid alts and global equity products. As you know we have a number of affiliates including AQR but also Systematica, First Quadrant, and Winton, all have these products. And with the exception of the CTA momentum driven products which are still suffering from some headwinds although the product performance has gotten better generally speaking product performance across those affiliates is improving frankly in the quarter and even in this quarter that we're in has gotten a lot better. So we do see performance returning. And…

Thank you. Our next question comes from the line of Chris Shutler with William Blair. Please proceed with your question.

Hi guys, good morning. So on the pipeline, Jay, you talked about building momentum in the pipeline. Just give us a better sense of what that means relative to maybe six or 12 months ago, how you felt and I know these things happen on their own timetables but what do you think is a reasonable way of looking at the amount of capital or deals that you could do an annual basis going forward?

Yes, Chris. So we've always been active and always have spent a good amount of time cultivating relationships so as you know we've had multi decade relationships with firms. It's fair though to say that we've been through some transition at our firm and I think you asked about 12 months ago, and even 24 months ago, I think when we look forward as we've made this transition to the next-generation and I -- I've stressed in my prepared remarks the energy and focus of the next-generation. We are seeing that the pipeline build, the activity build, the ability to broaden the number of people here at AMG who are calling including my own time. So I do think that the forward prospect of transactions and capital avoiding transactions is greater certainly than 12 months ago because of some of the things that I said. In terms of reasonable capital, I mean look it does depend on the market environment. There's always opportunity with independent firms because succession is inevitable. It has its own natural course in each firm and therefore it gives us a reasonable supply in any period. Markets can accelerate and certain regulatory change can accelerate that for example just taxes alone can be an accelerant. As we look forward over the next 12 to 24 months it is a favorable environment to do transaction and so we do see the prospect of additional growth through new investments. Maybe I'll let Tom talk about capital in general and capital allocation as we think about it.

Thanks, Jay, and thanks for your question, Chris. Obviously, I think capital allocation certainly goes hand-in-hand with all the color that Jay just provided. As you know our business generates a significant and predictable stream of unencumbered free cash flow probably something on the order of $700 million a year in after-tax free cash flow. And we also had tremendous flexibility with respect to our balance sheet. We have a $1.25 billion revolver. So we have a lot of capacity. So to the extent that some of these transactions do come to fruition, we think we can quite easily put out $1 billion in capital over the next 12 months and still be in a very reasonable leverage position. Of course when we are putting capital to work on new investments, we're bringing in cash flows. So as we think about leverage and ratios overall, those cash flows come into the business. The other thing that I think is important to mention here clearly new investments are our primary focus and what we believe to be the best use of our capital over the long-term for all the reasons that Jay has touched on. But in addition to that to the extent that we don't find opportunities, we have and will continue to return excess capital through share repurchases and dividends as we've done in the past. Since 2017, we've returned more than $1 billion through share repurchases and we've reduced our diluted share count by more than 11% over that time period and have also paid more than $140 million in dividends. So to Jay's point we'll continue to look for outstanding new affiliates to partner with to continue to build our business and we'll also be very prudent and thoughtful in the way that we return excess cash to the extent that we have.

Yes. And I think that was a really good summary. Let me just say notwithstanding our desire and our energy to go-out and entrepreneurial is going to go-out and continue to execute our new investment strategy, we don't have a target in any given period because quality is the most important thing to AMG. And luckily because or I shouldn't say luckily, but by design, we have a balance sheet that has both the capacity and the business model that has the free cash flow given the revenue share model and the diversity and instability, scale of our business that any excess capital we can be very productive and repurchase our shares. And that's what we'll do.

Thank you. Our next question comes from Patrick Davitt with Autonomous Research. Please proceed with your question.

Hey good morning guys, thank you. You mentioned EIG, Pantheon, and Baring all in the market with some frozen and 2Q on the illiquid side, could you maybe help frame how many strategies are in the market in that bucket and the target AUM in some, even if it's just some broad ranges. I think that would be really helpful for all of us.

Yes. So Patrick it's a good question because actually in the second quarter illiquid just idiosyncratic closings in the quarter were light. And I think when you look at our headline gross sales and alternatives in addition to having the -- in addition to the comments they made on the liquid al side, we did have a softer illiquid funding quarter that was temporary because as we look in the third and fourth quarter, we think it will return to normal and even into next year. And as you point out, EIG, Pantheon and Baring Asia all continue to be in fund raising mode each with multiple products. So what does that half dozen or more products that they're out actively marketing.

Thank you. Our next question comes from the line of Mike Carrier with Bank of America. Please proceed with your question.

Good morning. Thanks for taking the question. Maybe just given the annual strategic board offsite and then the new management you guys in place now besides looking for quality affiliates, are there other new initiatives that you guys and the team will be focused on whether it's in areas like distribution, products, expenses, or any others that can drive value and growth over time?

Thanks, Michael. So you stated our first objective and in our strategy which is we do believe in the superior capabilities of boutiques and generating alpha. And we think that's going to be in the future even more important especially as we move into more volatile periods. I think there's been a lot of recent press on this and we certainly support the thesis that we are moving into the age of boutiques. Let me pause and say I think it's clear to everyone that we have a model that scales boutique capability by virtue of the fact that we protect the inherent value of the investment process and the equity alignment with clients, affiliate partners, and you our shareholders. That that model allows us to scale manufacturing of boutiques in a way that no one else can and doing so without the risk or cost of integration. So that is a clear competitive advantage of ours and something that we as a strategy matter do expect to continue to execute on in an excellent way allows us to be very agile, if you think about it as you move towards client demand trends long-term secular client demand trends over time. There are multiple levers of growth in our business and so away from new investments. We would like to invest in the growth initiatives of our existing affiliates, they -- at any moment in time and obviously these things can be both secular and cyclical have opportunities for new products, for new distribution, for new packaging. And we have been very active maybe more active than we've ever been in helping our affiliates grow and use both our resources and capital to do so. And I mentioned in my prepared remarks just recently, we assisted GW&K and Trilogy and…

Thank you. Our next question comes from the line of Brian Bedell with Deutsche Bank. Please proceed with your question.

Thanks, good morning guys. Maybe just a follow-on on the distribution question, Jay, as you see it for the investment in distribution. Do you see more of that coming internally at the affiliates or is AMG the holding company making a larger effort economically there. And is that something that we could see potentially pressuring the EBITDA fee realization rate. And then just one clarification on the prior question, I think Bill asked about the AUM that was at risk in the liquid, in the localized liquid al strategy that you mentioned, I missed that AUM number if you want to just repeat that. Thanks.

So on just your topic of distribution well maybe if I can just continue on the -- on the -- just continue on the topic of distribution for a moment and the costs associated with it, we really build distribution, institutional distribution in a very efficient way because we are leveraging many affiliates in those regions. As you know we have a cost recovery approach to our distribution effort. So as it relates to AMG's costs, we do not see it really going up materially. We've been able to work with our affiliates and really build that kind of one, one step at a time in a very efficient way. So I don't I guess my expectation is that it would not increase our costs but we can continue to offer those services and build out those services. These strategic relationships that I mentioned are extraordinarily efficient bringing potentially scaled assets really through the efficiency of working with AMG to access all of our affiliate products. When you look at the -- flipping to your second question, I think it's a difficult question to answer because while there were several products that had outflows in the quarter, we don't really classify AUM at risk in part because performance continues and moves and changes at any point in time. So while we did see it localized in AUM, I don't think it's productive to point to an AUM number because we would not expect that number to necessarily be at risk AUM, in fact we are very optimistic that this period is temporary and that we will return in all products to a level of normalized gross sales and redemption. And, Tom, if you wanted to add to it?

Yes, I think the other thing Brian just to add to Jay's point, a number of the areas where we've seen recent outflows are product areas or individual funds that have multi-decade performance track records that have been incredibly strong and I've seen weak performance really only over the course of a relatively short period of time and we've seen outflows in those areas. And as we talked about in our prepared remarks to the extent those performance challenges continue, we may see continued pressure. But I think taking that half step back, it's not really categorizing something at risk because these are long and storied franchises that have incredibly strong brands and that we believe in the role that they play over the long-term in client portfolios providing uncorrelated return and are really important part of portfolio construction. So I think we and our affiliates are working through some of those challenges today but over the long-term, we still have a lot of belief in those businesses, in those products and in the role that they play as part of client portfolios.

Thank you. Our final question this morning comes from the line of Dan Fannon from Jefferies. Please proceed with your question.

Thanks. Can you talk about just the pricing for new deals and obviously multiples for your stock and other kind of publicly traded asset managers have come in a lot. And so just curious how the private markets transactions and what you're looking at in terms of pricing has changed?

Dan, so I would put pricing structure, alignment, and ownership all in the same bucket. And so as you know our ownership model, our partnership model we're very interested to really only purchase at an amount of equity initially that continues the alignment in the long-term succession plan that we put in place at the time of the initial investment. The reason why I started here is that that tends to be -- it tends to dominate discussion because really these businesses are looking for a succession plan. And when you're selling only a portion or say half of the equity in your business then you really care a lot about the other half and put the growth profile and who your partner is and how they're going to transact. So pricing has always been part and parcel of our model. That said, we have seen pricing come down in most of the areas of boutiques. I would say the one exception being illiquid. But in other areas, we have seen pricing come down and possibly because industry multiples for public managers have come down and while it lagged, it has come down. When we look at structuring and pricing today, we are seeing acceptable levels relative to even where our stock multiple is. And so we see no problem transacting at kind of the lower end of our 8 to 10 times multiple that we've historically transacted.

Thank you. Ladies and gentlemen that concludes our question-and-answer session. I'll turn the floor back to Mr. Horgen for any final comments.

Well thank you all again for joining us this morning. As you heard through our unique business model along with our ability to execute against our strategy, we're confident in our ability to generate long-term sustainable growth and create shareholder value over time. We look forward to speaking with you next quarter.

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