Artisan Partners Asset Management Inc. [APAM] Filings

10-Q 1 apam-20240630.htm 10-Q apam-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024


OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-35826

Artisan Partners Asset Management Inc.

(Exact name of registrant as specified in its charter)


Delaware		45-0969585
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

875 E. Wisconsin Avenue, Suite 800		53202
Milwaukee,	WI
(Address of principal executive offices)		(Zip Code)

(414) 390-6100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	APAM	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of outstanding shares of the registrant’s Class A common stock, par value $0.01 per share, Class B common stock, par value $0.01 per share, and Class C common stock, par value $0.01 per share, as of July 24, 2024 were 69,903,580, 1,690,281 and 8,777,951, respectively.

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TABLE OF CONTENTS


		Page
Part I
Item 1.	Unaudited Consolidated Financial Statements
	Unaudited Condensed Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023	1
	Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023	2
	Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023	3
	Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023	4
	Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46
Part II	Other Information
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	47
	Signatures	49

Except where the context requires otherwise, in this report, references to the “Company”, “Artisan”, “we”, “us” or “our” refer to Artisan Partners Asset Management Inc. (“APAM”) and its direct and indirect subsidiaries, including Artisan Partners Holdings LP (“Artisan Partners Holdings” or “Holdings”). On March 12, 2013, APAM closed its initial public offering and related corporate reorganization. Prior to that date, APAM was a subsidiary of Artisan Partners Holdings.

Forward-Looking Statements

This report contains, and from time to time our management may make, forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements regarding future events and our future performance, as well as management’s current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue”, the negative of these terms and other comparable terminology. Forward-looking statements are only predictions based on current expectations of our management and information available to us at the time such statements are made. Forward-looking statements are subject to a number of risks and uncertainties, and there are important factors that could cause actual results, level of activity, performance, actions or achievements to differ materially from the results, level of activity, performance, actions or achievements expressed or implied by the forward-looking statements. These factors include: the loss of key investment professionals or senior management, adverse market or economic conditions, poor performance of our investment strategies, significant changes in client cash inflows or outflows or declines in market value of the assets in the accounts we manage, change in the legislative and regulatory environment in which we operate, our ability to maintain our current fee rates, operational or technical errors or other damage to our reputation and other factors disclosed in the Company’s filings with the Securities and Exchange Commission, including those factors listed under the caption entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024, as such factors may be updated from time to time. Our periodic and current reports are accessible on the SEC’s website at www.sec.gov. We undertake no obligation to publicly update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this report, except as required by law.

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Forward-looking statements include, but are not limited to, statements about:

•our anticipated future results of operations;

•our potential operating performance and efficiency, including our ability to operate under different and unique circumstances;

•our expectations with respect to future business initiatives, including the development of new investment teams, strategies and vehicles;

•our expectations with respect to the performance of our investment strategies;

•our expectations with respect to future levels of assets under management, including the capacity of our strategies and client cash inflows and outflows;

•our expectations with respect to industry trends and how those trends may impact our business;

•our financing plans, cash needs and liquidity position;

•our intention to pay dividends and our expectations about the amount of those dividends;

•our expected levels of compensation of our employees, including equity- and cash-based long-term incentive compensation;

•our expectations with respect to future expenses and the level of future expenses;

•our expected tax rate, and our expectations with respect to deferred tax assets; and

•our estimates of future amounts payable pursuant to our tax receivable agreements.

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Part I — Financial Information

Item 1. Unaudited Consolidated Financial Statements

ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Condensed Consolidated Statements of Financial Condition

(U.S. dollars in thousands, except per share amounts)


	June 30, 2024		December 31, 2023

ASSETS
Cash and cash equivalents	$	195,416	$	141,008
Accounts receivable	110,953		101,169
Investment securities	201,217		150,522
Property and equipment, net	45,402		46,638
Deferred tax assets	428,501		436,529
Prepaid expenses and other assets	18,745		20,348
Operating lease assets	91,229		94,747
Assets of consolidated investment products
Cash and cash equivalents	37,531		37,459
Accounts receivable and other	13,587		13,343
Investment assets, at fair value	362,701		364,095
Total assets	$	1,505,282	$	1,405,858

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
Accounts payable, accrued expenses, and other	$	22,232	$	25,509
Accrued incentive compensation	139,986		52,226
Borrowings	199,349		199,267
Operating lease liabilities	109,169		113,391
Amounts payable under tax receivable agreements	347,701		364,048
Liabilities of consolidated investment products
Accounts payable, accrued expenses, and other	23,278		38,080
Investment liabilities, at fair value	15,443		9,580
Total liabilities	857,158		802,101
Commitments and contingencies
Redeemable noncontrolling interests	276,420		252,406
Common stock
Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 69,903,580 and 68,554,078 shares outstanding at June 30, 2024 and December 31, 2023, respectively)	699		685
Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 1,690,281 and 2,435,739 shares outstanding at June 30, 2024 and December 31, 2023, respectively)	17		24
Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 8,777,951 and 9,024,947 shares outstanding at June 30, 2024 and December 31, 2023, respectively)	87		90
Additional paid-in capital	207,664		193,722
Retained earnings	135,316		132,126
Accumulated other comprehensive income (loss)	(2,614)		(2,496)
Total Artisan Partners Asset Management Inc. stockholders’ equity	341,169		324,151
Noncontrolling interests - Artisan Partners Holdings	30,535		27,200
Total stockholders’ equity	371,704		351,351
Total liabilities, redeemable noncontrolling interests, and stockholders’ equity	$	1,505,282	$	1,405,858

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Operations

(U.S. dollars in thousands, except per share amounts)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Revenues
Management fees	$	270,797	$	242,849	$	535,119	$	477,289
Performance fees	21		54		50		123
Total revenues	270,818		242,903		$	535,169	$	477,412
Operating Expenses
Compensation and benefits	146,790		130,433		296,670		261,945
Distribution, servicing and marketing	6,395		6,016		12,786		11,633
Occupancy	7,521		7,232		14,802		14,262
Communication and technology	13,106		12,991		26,608		25,421
General and administrative	10,361		9,529		20,015		19,142
Total operating expenses	184,173		166,201		370,881		332,403
Total operating income	86,645		76,702		164,288		145,009
Non-operating income (expense)
Interest expense	(2,194)		(2,167)		(4,255)		(4,223)
Interest income on cash and cash equivalents and other	2,072		1,160		3,850		1,684

Net investment gain (loss) of consolidated investment products	3,287		13,462		22,471		28,402
Net investment gain (loss) of nonconsolidated investment products	176		3,064		12,301		11,797
Total non-operating income (expense)	3,341		15,519		34,367		37,660
Income before income taxes	89,986		92,221		198,655		182,669
Provision for income taxes	18,738		18,446		40,703		37,093
Net income before noncontrolling interests	71,248		73,775		157,952		145,576
Less: Net income attributable to noncontrolling interests - Artisan Partners Holdings	11,419		12,137		24,354		24,174
Less: Net income (loss) attributable to noncontrolling interests - consolidated investment products	2,255		8,013		16,543		17,024
Net income attributable to Artisan Partners Asset Management Inc.	$	57,574	$	53,625	$	117,055	$	104,378

Basic earnings per share	$	0.80	$	0.76	$	1.66	$	1.50
Diluted earnings per share	$	0.80	$	0.76	$	1.66	$	1.50
Basic weighted average number of common shares outstanding	64,960,740		63,503,389		64,640,358		63,368,343
Diluted weighted average number of common shares outstanding	64,998,499		63,520,040		64,676,873		63,384,352
Dividends declared per Class A common share	$	0.61	$	0.50	$	1.63	$	1.40

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Comprehensive Income

(U.S. dollars in thousands)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Net income before noncontrolling interests	$	71,248	$	73,775	$	157,952	$	145,576
Other comprehensive income (loss)
Foreign currency translation gain (loss)	25		481		(103)		914
Total other comprehensive income (loss)	25		481		(103)		914
Comprehensive income	71,273		74,256		157,849		146,490
Comprehensive income attributable to noncontrolling interests - Artisan Partners Holdings	11,419		12,393		23,940		24,523
Comprehensive income (loss) attributable to noncontrolling interests - consolidated investment products	2,255		8,013		16,543		17,024
Comprehensive income attributable to Artisan Partners Asset Management Inc.	$	57,599	$	53,850	$	117,366	$	104,943

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(U.S. dollars in thousands)



Three months ended June 30, 2024	Class A Common Stock		Class B Common Stock		Class C Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests - Artisan Partners Holdings		Total Stockholders’ Equity		Redeemable Noncontrolling Interests
Balance at April 1, 2024	$	699	$	17	$	87	$	201,519	$	120,644	$	(2,628)	$	33,448	$	353,786	$	263,243
Net income	—		—		—		—		57,574		—		11,419		68,993		2,255
Other comprehensive income - foreign currency translation	—		—		—		—		—		22		3		25		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		(759)		—		(8)		767		—		—
Amortization of equity-based compensation	—		—		—		6,898		—		—		1,005		7,903		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		6		—		—		—		6		—






Capital contributions, net	—		—		—		—		—		—		—		—		10,922

Distributions	—		—		—		—		—		—		(16,085)		(16,085)		—
Dividends	—		—		—		—		(42,902)		—		(22)		(42,924)		—
Balance at June 30, 2024	$	699	$	17	$	87	$	207,664	$	135,316	$	(2,614)	$	30,535	$	371,704	$	276,420



Three months ended June 30, 2023	Class A Common Stock		Class B Common Stock		Class C Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests - Artisan Partners Holdings		Total Stockholders’ Equity		Redeemable Noncontrolling Interests
Balance at April 1, 2023	$	685	$	25	$	90	$	175,273	$	82,050	$	(2,738)	$	25,845	$	281,230	$	161,362
Net income	—		—		—		—		53,625		—		12,137		65,762		8,013
Other comprehensive income - foreign currency translation	—		—		—		—		—		209		272		481		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		(540)		—		(2)		542		—		—
Amortization of equity-based compensation	—		—		—		6,702		—		—		1,101		7,803		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		49		—		—		—		49		—






Capital contributions, net	—		—		—		—		—		—		—		—		36,913

Distributions	—		—		—		—		—		—		(14,131)		(14,131)		—
Dividends	—		—		—		—		(34,432)		—		(25)		(34,457)		—
Balance at June 30, 2023	$	685	$	25	$	90	$	181,484	$	101,243	$	(2,531)	$	25,741	$	306,737	$	206,288

The accompanying notes are an integral part of the consolidated financial statements.

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Six months ended June 30, 2024	Class A Common Stock		Class B Common Stock		Class C Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests - Artisan Partners Holdings		Total Stockholders’ Equity		Redeemable Noncontrolling Interests
Balance at January 1, 2024	$	685	$	24	$	90	$	193,722	$	132,126	$	(2,496)	$	27,200	$	351,351	$	252,406
Net income	—		—		—		—		117,055		—		24,354		141,409		16,543
Other comprehensive income - foreign currency translation	—		—		—		—		—		(88)		(15)		(103)		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		1,932		—		(30)		(1,902)		—		—
Amortization of equity-based compensation	—		—		—		15,006		—		—		2,123		17,129		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		2,883		—		—		—		2,883		—


Issuance of restricted stock awards	5		—		—		(5)		—		—		—		—		—
Employee net share settlement	(1)		—		—		(5,874)		—		—		(956)		(6,831)		—
Exchange of subsidiary equity	10		(7)		(3)		—		—		—		—		—		—

Capital contributions, net	—		—		—		—		—		—		—		—		29,087
Impact of deconsolidation of CIPs	—		—		—		—		—		—		—		—		(21,616)
Distributions	—		—		—		—		—		—		(20,201)		(20,201)		—
Dividends	—		—		—		—		(113,865)		—		(68)		(113,933)		—
Balance at June 30, 2024	$	699	$	17	$	87	$	207,664	$	135,316	$	(2,614)	$	30,535	$	371,704	$	276,420


Six months ended June 30, 2023	Class A Common Stock		Class B Common Stock		Class C Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests - Artisan Partners Holdings		Total Stockholders’ Equity		Redeemable Noncontrolling Interests
Balance at January 1, 2023	$	680	$	26	$	90	$	171,416	$	93,088	$	(3,079)	$	17,136	$	279,357	$	135,280
Net income	—		—		—		—		104,378		—		24,174		128,552		17,024
Other comprehensive income - foreign currency translation	—		—		—		—		—		565		349		914		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		(164)		—		(17)		181		—		—
Amortization of equity-based compensation	—		—		—		15,708		—		—		2,409		18,117		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		389		—		—		—		389		—
Issuance of Class A common stock, net of issuance costs	—		—		—		(84)		—		—		—		(84)		—

Issuance of restricted stock awards	6		—		—		(6)		—		—		—		—		—
Employee net share settlement	(2)		—		—		(5,775)		—		—		(981)		(6,758)		—
Exchange of subsidiary equity	1		(1)		—		—		—		—		—		—		—

Capital contributions, net	—		—		—		—		—		—		—		—		53,984

Distributions	—		—		—		—		—		—		(17,458)		(17,458)		—
Dividends	—		—		—		—		(96,223)		—		(69)		(96,292)		—
Balance at June 30, 2023	$	685	$	25	$	90	$	181,484	$	101,243	$	(2,531)	$	25,741	$	306,737	$	206,288
The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Unaudited Consolidated Statements of Cash Flows

(U.S. dollars in thousands)


	For the Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net income before noncontrolling interests	$	157,952	$	145,576
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,823		4,507
Deferred income taxes	22,463		23,243


Noncash lease expense (benefit)	(566)		(178)
Net investment (gain) loss on nonconsolidated investment securities	(12,301)		(11,791)

(Gain) loss on disposal of property and equipment	29		2
Amortization of debt issuance costs	219		222
Share-based compensation	17,129		18,117
Net investment (gain) loss of consolidated investment products	(22,471)		(28,402)
Purchase of investments by consolidated investment products	(161,850)		(244,265)
Proceeds from sale of investments by consolidated investment products	137,398		146,051

Change in assets and liabilities resulting in an increase (decrease) in cash:
Accounts receivable	(10,142)		3,077
Prepaid expenses and other assets	1,133		2,060
Accounts payable and accrued expenses	91,952		86,272
Net change in operating assets and liabilities of consolidated investment products including net investment income	(2,865)		38,614
Net cash provided by operating activities	222,903		183,105
Cash flows from investing activities
Acquisition of property and equipment	(765)		(438)
Leasehold improvements	(3,019)		(3,995)

Proceeds from sale of investment securities	10,940		5,069
Purchase of investment securities	(31,807)		(35,640)

Net cash used in investing activities	(24,651)		(35,004)
Cash flows from financing activities
Partnership distributions	(20,201)		(17,458)
Dividends paid	(113,933)		(96,292)




Payments under the tax receivable agreements	(27,898)		(27,176)


Taxes paid related to employee net share settlement	(6,831)		(6,758)

Capital contributions to consolidated investment products, net	29,087		53,984
Net cash used in financing activities	(139,776)		(93,700)
Net increase in cash, cash equivalents, and restricted cash	58,476		54,401
Net cash impact of deconsolidation of CIPs	(3,996)		—
Cash, cash equivalents and restricted cash
Beginning of period	178,467		143,248
End of period	$	232,947	$	197,649

Cash, cash equivalents and restricted cash as of the end of the period
Cash and cash equivalents	$	195,416	$	165,025

Cash and cash equivalents of consolidated investment products	37,531		32,624
Cash, cash equivalents and restricted cash	$	232,947	$	197,649

Supplementary information
Noncash activity:
Establishment of deferred tax assets	$	14,435	$	1,588
Establishment of amounts payable under tax receivable agreements	11,551		1,200
Increase in investment securities due to deconsolidation of CIPs	23,831		—
Operating lease assets obtained in exchange for operating lease liabilities	3,197		78
Settlement of franchise capital liability via transfer of investment securities	7,212		3,204

The accompanying notes are an integral part of the consolidated financial statements.

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ARTISAN PARTNERS ASSET MANAGEMENT INC.

Notes to Unaudited Consolidated Financial Statements

(U.S. currencies in thousands, except share and per share amounts and as otherwise indicated)

Note 1. Nature of Business and Organization

Nature of Business

Artisan Partners Asset Management Inc. (“APAM”), through its subsidiaries, is an investment management firm focused on providing high value-added, active investment strategies to sophisticated clients globally. APAM and its subsidiaries are hereafter referred to collectively as “Artisan” or the “Company.”

Artisan’s autonomous investment teams manage a broad range of U.S., non-U.S. and global investment strategies that are diversified by asset class, market cap and investment style. Strategies are offered through multiple investment vehicles to accommodate a broad range of client mandates. Artisan offers its investment management services primarily to institutions and through intermediaries that operate with institutional-like decision-making processes and have long-term investment horizons.

Organization

On March 12, 2013, APAM completed its initial public offering (the “IPO”). APAM was formed for the purpose of becoming the general partner of Artisan Partners Holdings LP (“Artisan Partners Holdings” or “Holdings”) in connection with the IPO. Holdings is a holding company for the investment management business conducted under the name “Artisan Partners.” The reorganization (“IPO Reorganization”) established the necessary corporate structure to complete the IPO while at the same time preserving the ability of the firm to conduct operations through Holdings and its subsidiaries.

As its sole general partner, APAM controls the business and affairs of Holdings. As a result, APAM consolidates Holdings’ financial statements and records a noncontrolling interest for the equity interests in Holdings held by the limited partners of Holdings. At June 30, 2024, APAM held approximately 87% of the equity ownership interest in Holdings.

Holdings, together with its wholly owned subsidiary, Artisan Investments GP LLC, controls a 100% interest in Artisan Partners Limited Partnership (“APLP”), a multi-product investment management firm that is the principal operating subsidiary of Artisan Partners Holdings. APLP is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. APLP provides investment advisory services to traditional separate accounts and pooled investment vehicles, including Artisan Partners Funds, Inc. (“Artisan Funds”), Artisan Partners Global Funds plc (“Artisan Global Funds”) and Artisan sponsored private funds (“Artisan Private Funds”). Artisan Funds are a series of open-end mutual funds registered under the Investment Company Act of 1940, as amended. Artisan Global Funds is a family of Ireland-domiciled UCITS funds. Artisan Private Funds consist of a number of Artisan-sponsored unregistered pooled investment vehicles.

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying financial statements are unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of such consolidated financial statements have been included. Such interim results are not necessarily indicative of full year results.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and accordingly they do not include all of the information and footnotes required in the annual consolidated financial statements and accompanying footnotes.

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. As a result, the interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in APAM’s latest annual report on Form 10-K.

The accompanying financial statements were prepared in accordance with U.S. GAAP and related rules and regulations of the SEC. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates or assumptions.

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Principles of consolidation

Artisan’s policy is to consolidate all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance requires an analysis to determine if an entity should be evaluated for consolidation using the voting interest entity (“VOE”) model or the variable interest entity (“VIE”) model. Under the VOE model, controlling financial interest is generally defined as a majority ownership of voting interests. Under the VIE model, controlling financial interest is defined as (i) the power to direct activities that most significantly impact the economic performance of the entity and (ii) the right to receive potentially significant benefits or the obligation to absorb potentially significant losses.

Artisan generally consolidates VIEs in which it meets the power criteria and holds an equity ownership interest of greater than 10%. The consolidated financial statements include the accounts of APAM and all subsidiaries or other entities in which APAM has a direct or indirect controlling financial interest. All material intercompany balances have been eliminated in consolidation.

Artisan serves as the investment adviser to Artisan Funds, Artisan Global Funds and Artisan Private Funds. Artisan Funds and Artisan Global Funds are corporate entities, the business and affairs of which are managed by their respective boards of directors. The shareholders of the funds retain voting rights, including rights to elect and reelect members of their respective boards of directors. Each series of Artisan Funds is a VOE and is separately evaluated for consolidation under the VOE model. The shareholders of Artisan Global Funds lack simple majority liquidation rights, and as a result, each sub-fund of Artisan Global Funds is evaluated for consolidation under the VIE model. Artisan Private Funds are also evaluated for consolidation under the VIE model because third-party equity holders of the funds generally lack the ability to divest Artisan of its control of the funds.

From time to time, the Company makes investments in Artisan Funds, Artisan Global Funds and Artisan Private Funds. If the investment results in a controlling financial interest, APAM consolidates the fund and the underlying activity of the entire fund is included in Artisan’s unaudited consolidated financial statements. As of June 30, 2024, Artisan had a controlling financial interest in five sub-funds of Artisan Global Funds and two Artisan Private Funds and, as a result, these funds are included in Artisan’s unaudited consolidated financial statements. Because these consolidated investment products meet the definition of investment companies under U.S. GAAP, Artisan has retained the specialized industry accounting principles for investment companies in the consolidated financial statements. See Note 6, “Variable Interest Entities and Consolidated Investment Products” for additional details.

Reclassification

In conjunction with annual reporting on Form 10-K for the year ended December 31, 2023, the Company changed the presentation of “Other net investment gain (loss)” within the Consolidated Statements of Operations to expand its disaggregation of the components comprising this balance. “Other net investment gain (loss)” has been replaced by “Interest income on cash and cash equivalents and other” and “Net investment gain (loss) of nonconsolidated investment products” within the Non-operating income (expense) section of the Consolidated Statements of Operations. Amounts for the comparative prior fiscal year periods have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported operating income, non-operating income, net income or financial position. Management believes the revised presentation is more useful to readers of its financial statements.

Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through requirements for more detailed information about significant segment expenses. The Company is required to adopt the guidance for the year ending December 31, 2024. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”, which requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The Company is required to adopt the guidance for the year ending December 31, 2025. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

Note 3. Investment Securities

The disclosures below include details of Artisan’s investments, excluding money market funds and consolidated investment products. Investments held by consolidated investment products are described in Note 6, “Variable Interest Entities and Consolidated Investment Products.”


	As of June 30, 2024		As of December 31, 2023
Investments in equity securities	$	187,377	$	139,240
Investments in equity securities accounted for under the equity method	13,840		11,282
Total investment securities	$	201,217	$	150,522

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Artisan’s investments in equity securities consist of investments in Artisan Funds, Artisan Global Funds and Artisan Private Funds. As of June 30, 2024 and December 31, 2023, $130.6 million and $107.0 million, respectively, of Artisan’s investment securities were related to funded long-term incentive compensation plans (excluding investments in consolidated investment products).

Unrealized gain (loss) related to investment securities held at the end of the periods indicated below were as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Unrealized gain (loss) on investment securities held at the end of the period	$	2,173	$	3,299	$	8,101	$	10,359

Note 4. Fair Value Measurements

The table below presents information about Artisan’s assets and liabilities that are measured at fair value and the valuation techniques Artisan utilized to determine such fair value. The financial instruments held by consolidated investment products are excluded from the table below and are presented in Note 6, “Variable Interest Entities and Consolidated Investment Products.”

In accordance with ASC 820, fair value is defined as the price that Artisan would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. The following three-tier fair value hierarchy prioritizes the inputs used in measuring fair value:

•Level 1 – Observable inputs such as quoted (unadjusted) market prices in active markets for identical securities.

•Level 2 – Other significant observable inputs (including but not limited to quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, etc.).

•Level 3 – Significant unobservable inputs (including Artisan’s own assumptions in determining fair value).

The following provides the hierarchy of inputs used to derive the fair value of Artisan’s assets and liabilities that are financial instruments as of June 30, 2024 and December 31, 2023:


	Assets and Liabilities at Fair Value
	Total		NAV Practical Expedient (No Fair Value Level)		Level 1		Level 2		Level 3
June 30, 2024
Assets
Money market funds 1	$	176,600	$	—	$	176,600	$	—	$	—
Equity securities	201,217		13,214		188,003		—		—

December 31, 2023
Assets
Money market funds 1	$	118,768	$	—	$	118,768	$	—	$	—
Equity securities	150,522		10,744		139,778		—		—
1 Money market funds are included within the cash and cash equivalents line of the Unaudited Condensed Consolidated Statements of Financial Condition.

Fair values determined based on Level 1 inputs utilize quoted market prices for identical assets. Level 1 assets generally consist of money market funds, open-end mutual funds and UCITS funds. Equity securities without a fair value level consist of the Company’s investments in Artisan Private Funds, which are measured at the underlying fund’s net asset value (“NAV”), using the ASC 820 practical expedient. The NAV is provided by the fund and is derived from the fair values of the underlying investments as of the reporting date. Cash maintained in demand deposit accounts is excluded from the table above.

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Note 5. Borrowings

Artisan’s borrowings consist of the following as of June 30, 2024 and December 31, 2023:


	Maturity (1)	As of June 30, 2024		As of December 31, 2023		Interest Rate Per Annum
Revolving credit agreement	August 2027	$	—	$	—	NA
Senior notes
Series D	August 2025	60,000		60,000		4.29	%
Series E	August 2027	50,000		50,000		4.53	%
Series F	August 2032	90,000		90,000		3.10	%
Total gross borrowings		200,000		200,000
Debt issuance costs		(651)		(733)
Total borrowings		$	199,349	$	199,267
(1) The Company is not required to make principal payments on any of the outstanding obligations prior to contractual maturity.

The fair value of borrowings was approximately $181.8 million as of June 30, 2024. Fair value was determined based on future cash flows, discounted to present value using current market interest rates. The inputs are categorized as Level 2 in the fair value hierarchy, as defined in Note 4, “Fair Value Measurements.”

The fixed interest rate on each series of unsecured notes is subject to a one percentage point increase in the event Holdings receives a below-investment grade rating and any such increase will continue to apply until an investment grade rating is received.

As of June 30, 2024, there were no borrowings outstanding under the $100.0 million revolving credit facility and the interest rate on the unused commitment was 0.15%.

Interest expense incurred on the unsecured notes and revolving credit agreement was $2.0 million for the three months ended June 30, 2024 and 2023, and $3.9 million for the six months ended June 30, 2024 and 2023.

Note 6. Variable Interest Entities and Consolidated Investment Products

Artisan serves as the investment adviser for various types of investment products, consisting of both VIEs and VOEs. Artisan consolidates an investment product if it has a controlling financial interest in the entity. See Note 2, ”Summary of Significant Accounting Policies.” Any such entities are collectively referred to herein as consolidated investment products or CIPs.

As of June 30, 2024, Artisan is considered to have a controlling financial interest in five sub-funds of Artisan Global Funds and two Artisan Private Funds, with an aggregate direct equity investment in the consolidated investment products of $98.7 million.

Artisan’s maximum exposure to loss in connection with the assets and liabilities of CIPs is limited to its direct equity investment, while the potential benefit is limited to the management and performance fees received and the return on its equity investment. With the exception of Artisan’s direct equity investment, the assets of CIPs are not available to Artisan’s creditors, nor are they available to Artisan for general corporate purposes. In addition, third-party investors in the CIPs have no recourse to the general credit of the Company.

Management and performance fees earned from CIPs are eliminated from revenue upon consolidation. See Note 14, “Related Party Transactions” for additional information on management and performance fees earned from CIPs.

Third-party investors’ ownership interest in CIPs is presented as redeemable noncontrolling interests in the unaudited condensed consolidated statements of financial condition as third-party investors have the right to withdraw their capital, subject to certain conditions. Net income attributable to third-party investors is reported as net income (loss) attributable to noncontrolling interests - consolidated investment products in the unaudited consolidated statements of operations.

During the six months ended June 30, 2024, the Company determined that it no longer had a controlling financial interest in one series of Artisan Funds as a result of third party capital contributions. Upon loss of control, the fund was deconsolidated and the related assets, liabilities and equity of the fund were derecognized from the Company’s unaudited condensed consolidated statements of financial condition. There was no net impact to the unaudited consolidated statement of operations for the six months ended June 30, 2024. Artisan generally does not recognize a gain or loss upon deconsolidation of investment products as the assets and liabilities of CIPs are carried at fair value. Artisan’s $23.8 million direct equity investment was reclassified from investment assets of consolidated investment products to investment securities.

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As of June 30, 2024, Artisan held direct equity investments of $13.8 million in VIEs for which the Company does not hold a controlling financial interest. These direct equity investments consisted of seed investments in sub-funds of Artisan Global Funds and Artisan Private Funds, both of which are accounted for under the equity method of accounting because Artisan has significant influence over the funds.

Fair Value Measurements - Consolidated Investment Products

Investments held by CIPs are reflected at fair value. Short and long positions on equity securities are valued based upon closing prices of the security on the exchange or market designated by the accounting agent or pricing vendor as the principal exchange. The closing price may represent last sale price, official closing price, a closing auction or other information depending on market convention. Short and long positions on fixed income instruments are valued at market value. Market values are generally evaluations based on prices provided by independent pricing vendors, which may consider, among other factors, the prices at which securities actually trade, broker-dealer quotations, pricing formulas, estimates of market values obtained from yield data relating to investments or securities with similar characteristics and/or discounted cash flow models that might be applicable. Short-term investments are comprised of repurchase agreements and U.S. Treasury obligations. Repurchase agreements are valued at cost plus accrued interest and U.S. treasury obligations are valued using the same principles as fixed income securities. Derivative assets and liabilities are generally comprised of put and call options on securities and indices and forward foreign currency contracts. Put and call options are valued at the mid price (average of bid price and ask price) as provided by the pricing vendor at the close of trading on the contract’s principal exchange. Open forward foreign currency contracts are valued using the market spot rate.

The following tables present the fair value hierarchy levels of assets and liabilities held by CIPs measured at fair value as of June 30, 2024 and December 31, 2023:


	Assets and Liabilities at Fair Value
	Total		Level 1		Level 2		Level 3
June 30, 2024
Assets
Money market funds	$	26,467	$	26,467	$	—	$	—
Equity securities - long position	66,095		64,825		1,270		—
Fixed income instruments - long position	295,930		—		288,280		7,650
Derivative assets	676		—		676		—


Liabilities

Fixed income instruments - short position	$	11,318	$	—	$	11,318	$	—
Derivative liabilities	1,474		164		1,310		—
Repurchase agreements	2,651		—		2,651		—


	Assets and Liabilities at Fair Value
	Total		Level 1		Level 2		Level 3
December 31, 2023
Assets
Money market funds	$	18,156	$	18,156	$	—	$	—
Equity securities - long position	42,693		40,838		1,855		—
Fixed income instruments - long position	315,183		—		309,110		6,073
Derivative assets	1,004		—		1,004		—
Short-term investments	5,215		—		5,215		—

Liabilities
Fixed income instruments - short position	$	7,392	$	—	$	7,392	$	—
Derivative liabilities	2,188		843		1,345		—

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CIP balances included in the Company’s unaudited condensed consolidated statements of financial condition were as follows:


	As of June 30, 2024		As of December 31, 2023
Net CIP assets included in the table above	$	373,725	$	372,671
Net CIP assets/(liabilities) not included in the table above	1,373		(5,434)
Total Net CIP assets	375,098		367,237
Less: redeemable noncontrolling interests	276,420		252,406
Artisan’s direct equity investment in CIPs	$	98,678	$	114,831

Note 7. Noncontrolling Interests - Holdings

Net income attributable to noncontrolling interests - Artisan Partners Holdings in the unaudited consolidated statements of operations represents the portion of earnings or loss attributable to the equity ownership interests in Holdings held by the limited partners of Holdings. As of June 30, 2024, APAM held approximately 87% of the equity ownership interests in Holdings.

Limited partners of Artisan Partners Holdings are entitled to exchange partnership units (along with a corresponding number of shares of Class B or C common stock of APAM) for shares of Class A common stock from time to time (the “Holdings Common Unit Exchanges”). The Holdings Common Unit Exchanges increase APAM’s equity ownership interest in Holdings and result in an increase to deferred tax assets and amounts payable under the tax receivable agreements. See Note 11, “Income Taxes and Related Payments.”

In order to maintain the one-to-one correspondence of the number of Holdings partnership units and APAM common shares, Holdings will issue one general partner (“GP”) unit to APAM for each share of Class A common stock issued by APAM. For the six months ended June 30, 2024, APAM’s equity ownership interest in Holdings increased as a result of the following transactions:


	Holdings GP Units	Limited Partnership Units	Total	APAM Ownership %
Balance at December 31, 2023	68,554,078	11,460,686	80,014,764	86	%

Holdings Common Unit Exchanges	992,454	(992,454)	—	1	%
Issuance of APAM Restricted Shares (1)	498,132	—	498,132	—	%
Delivery of Shares Underlying RSUs and PSUs (1)	28,795	—	28,795	—	%
Restricted Share Award Net Share Settlement (1)	(149,172)	—	(149,172)	—	%
Forfeitures from Employee Terminations (1)	(20,707)	—	(20,707)	—	%
Balance at June 30, 2024	69,903,580	10,468,232	80,371,812	87	%
(1) The impact of the transaction on APAM’s ownership percentage was less than 1%.

Changes in ownership of Holdings are accounted for as equity transactions because APAM continues to have a controlling interest in Holdings. Additional paid-in capital and noncontrolling interests - Artisan Partners Holdings in the unaudited condensed consolidated statements of financial condition are adjusted to reallocate Holdings’ historical equity to reflect the change in APAM’s ownership of Holdings.

The reallocation of equity had the following impact on the unaudited condensed consolidated statements of financial condition:


Statements of Financial Condition	For the Six Months Ended June 30,
	2024		2023
Additional paid-in capital	$	1,932	$	(164)
Noncontrolling interests - Artisan Partners Holdings	(1,902)		181
Accumulated other comprehensive income (loss)	(30)		(17)
Net impact to financial condition	$	—	$	—

In addition to the reallocation of historical equity, the change in ownership resulted in an increase to deferred tax assets and additional paid-in capital of $0.8 million and $0.2 million for the six months ended June 30, 2024 and 2023, respectively.

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Note 8. Stockholders’ Equity

APAM - Stockholders’ Equity

APAM had the following authorized and outstanding equity as of June 30, 2024 and December 31, 2023:

Outstanding

Authorized

As of June 30, 2024

As of December 31, 2023

Voting Rights (1)

Economic Rights

Common shares

Class A, par value $0.01 per share

500,000,000

69,903,580

68,554,078

1 vote per share

Proportionate

Class B, par value $0.01 per share

200,000,000

1,690,281

2,435,739

1 vote per share

None

Class C, par value $0.01 per share

400,000,000

8,777,951

9,024,947

1 vote per share

None

(1) The Company’s employees to whom Artisan has granted equity have entered into a stockholders agreement with respect to all shares of APAM common stock they have acquired from the Company and any shares they may acquire from the Company in the future, pursuant to which they granted an irrevocable voting proxy to a Stockholders Committee. As of June 30, 2024, Artisan’s employees held 5,176,825 restricted shares of Class A common stock and all 1,690,281 outstanding shares of Class B common stock, all of which were subject to the agreement.

APAM is dependent on cash generated by Holdings to fund any dividends. Generally, Holdings will make distributions to all of its partners, including APAM, based on the proportionate share of ownership each has in Holdings. APAM will fund dividends to its stockholders from its proportionate share of those distributions after provision for its taxes and other obligations. APAM declared and paid the following dividends per share during the three and six months ended June 30, 2024 and 2023:


Type of Dividend	Class of Stock	For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2024		2023		2024		2023
Quarterly	Class A Common	$	0.61	$	0.50	$	1.29	$	1.05
Special Annual	Class A Common	$	—	$	—	$	0.34	$	0.35

The following table summarizes APAM’s stock transactions for the six months ended June 30, 2024:


	Total Stock Outstanding	Class A Common Stock(1)	Class B Common Stock	Class C Common Stock
Balance at December 31, 2023	80,014,764	68,554,078	2,435,739	9,024,947
Holdings Common Unit Exchanges	—	992,454	(642,454)	(350,000)
Restricted Share Award Grants	498,132	498,132	—	—
Restricted Share Award Net Share Settlement	(149,172)	(149,172)	—	—
Delivery of Shares Underlying RSUs and PSUs	28,795	28,795	—	—
Employee/Partner Terminations	(20,707)	(20,707)	(103,004)	103,004
Balance at June 30, 2024	80,371,812	69,903,580	1,690,281	8,777,951

(1) There were 395,965 and 361,215 restricted stock units outstanding at June 30, 2024 and December 31, 2023, respectively. In addition, there were 176,192 and 216,170 performance share units outstanding at June 30, 2024 and December 31, 2023, respectively. Based on the quarter-end status of the market and performance conditions, the 176,192 unvested performance share units would ultimately result in the issuance of 224,162 shares of Class A common stock if all other vesting conditions were met. Restricted stock units and performance share units are not reflected in the table because they are not considered outstanding or issued stock.

Each Class A, Class B, Class D and Class E common unit of Holdings (together with the corresponding share of Class B or Class C common stock) is exchangeable for one share of Class A common stock. The corresponding shares of Class B and Class C common stock are immediately canceled upon any such exchange.

Upon termination of employment with Artisan, an employee-partner’s Class B common units are exchanged for Class E common units and the corresponding shares of Class B common stock are canceled. APAM issues the former employee-partner a number of shares of Class C common stock equal to the former employee-partner’s number of Class E common units. Class E common units are exchangeable for Class A common stock subject to the same restrictions and limitations on exchange applicable to the other common units of Holdings.

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Artisan Partners Holdings - Partners’ Equity

Holdings makes distributions of its net income to the holders of its partnership units for income taxes as required under the terms of the partnership agreement and also makes additional distributions under the terms of the partnership agreement as required. The distributions are recorded in the financial statements on the declaration date, or on the payment date in lieu of a declaration date. Holdings’ partnership distributions for the three and six months ended June 30, 2024 and 2023 were as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Holdings Partnership Distributions to Limited Partners	$	16,085	$	14,131	$	20,201	$	17,458
Holdings Partnership Distributions to APAM	97,919		77,012		124,031		96,683
Total Holdings Partnership Distributions	$	114,004	$	91,143	$	144,232	$	114,141

The distributions are recorded as a reduction to consolidated stockholders’ equity, with the exception of distributions made to APAM, which are eliminated upon consolidation.

Note 9. Revenue From Contracts with Customers

The following table presents a disaggregation of investment advisory revenue by type and vehicle for the three and six months ended June 30, 2024 and 2023:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Management fees
Artisan Funds	$	157,202	$	140,582	$	310,204	$	274,975
Artisan Global Funds	13,008		10,929		25,468		21,168
Separate accounts and other (1)	100,587		91,338		199,447		181,146
Performance fees
Separate accounts and other (1)	21		54		50		123
Total revenues (2)	$	270,818	$	242,903	$	535,169	$	477,412
(1) Separate accounts and other revenue consists of management fees and performance fees earned from vehicles other than Artisan Funds or Artisan Global Funds, and therefore includes revenue earned from traditional separate accounts, Artisan-branded collective investment trusts and Artisan Private Funds, as well as assets under advisement related to investment models for which we provide consulting advice but do not have discretionary investment authority.
(2) All management fees and performance fees from consolidated investment products were eliminated upon consolidation and therefore are omitted from this table. See Note 14, “Related Party Transactions.”

The following table presents the balances of receivables related to contracts with customers:


Customer	As of June 30, 2024		As of December 31, 2023
Artisan Funds	$	8,645	$	8,251
Artisan Global Funds	5,790		5,047
Separate accounts and other	88,697		81,441
Total receivables from contracts with customers	103,132		94,739
Non-customer receivables	7,821		6,430
Accounts receivable	$	110,953	$	101,169

Artisan Funds and Artisan Global Funds are billed on the last day of each month. Artisan Funds and Artisan Global Funds make payments on the same day the invoice is received for the majority of the invoiced amount. The remainder of the invoice is generally paid in the month following receipt of the invoice. Separate accounts and other clients are generally billed on a monthly or quarterly basis, with payments due within 30 days of billing.

Artisan Partners Asset Management Inc. [APAM] Filings
10-Q	[2024-07-26]
10-Q	[2024-04-26]
10-K	[2024-02-22]
10-Q	[2023-11-02]
10-Q	[2023-08-03]
10-Q	[2023-05-05]
10-K	[2023-02-27]
10-Q	[2022-11-03]
10-Q	[2022-08-04]
10-Q	[2022-04-28]
10-K	[2022-02-22]
10-Q	[2021-10-27]
10-Q	[2021-08-04]
10-Q	[2021-04-28]
10-K	[2021-02-23]
10-Q	[2020-11-03]
10-Q	[2020-07-31]
10-Q	[2020-04-29]
10-K	[2020-02-18]
10-Q	[2019-10-30]
10-Q	[2019-07-31]
10-Q	[2019-05-01]
10-K	[2019-02-20]
10-Q	[2018-10-31]
10-Q	[2018-08-01]
10-Q	[2018-05-02]
10-K	[2018-02-21]
10-Q	[2017-11-01]
10-Q	[2017-08-02]
10-Q	[2017-05-03]
10-K	[2017-02-21]
10-Q	[2016-11-01]
10-Q	[2016-08-02]
10-Q	[2016-05-03]
10-K	[2016-02-25]
10-Q	[2015-11-02]
10-Q	[2015-08-03]
10-Q	[2015-05-04]
10-K	[2015-02-25]
10-Q	[2014-11-03]
10-Q	[2014-08-04]
10-Q	[2014-05-07]
S-1	[2014-03-19]
10-K	[2014-02-26]
S-1	[2014-01-29]
10-Q	[2013-11-07]
S-1	[2013-10-16]
10-Q	[2013-08-05]
10-Q	[2013-05-09]
S-1	[2012-11-01]