Artisan Partners Asset Management Inc. [APAM] Filings

10-Q 1 apam-20210930.htm 10-Q apam-20210930

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 SEPTEMBER 30, 2021


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
Milwaukee,	WI	53202
(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 October 22, 2021 were 65,215,891, 3,632,687 and 10,191,061, respectively.

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TABLE OF CONTENTS


		Page
Part I	Financial Information
Item 1.	Unaudited Consolidated Financial Statements
	Unaudited Condensed Consolidated Statements of Financial Condition as of September 30, 2021 and December 31, 2020	1
	Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	2
	Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020	3
	Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020	4
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
Part II	Other Information
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	44
	Signatures	45

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 and projections about future events. 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, change in the legislative and regulatory environment in which we operate, operational or technical errors or other damage to our reputation, the long-term impact of the COVID-19 pandemic 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, 2020, filed with the SEC on February 23, 2021, 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.

Table of Contents

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 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.

Table of Contents

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)


	September 30, 2021		December 31, 2020

ASSETS
Cash and cash equivalents	$	273,253	$	154,987
Accounts receivable	122,148		99,888
Investment securities	47,792		3,656
Property and equipment, net	36,094		35,874
Deferred tax assets	482,208		482,061
Restricted cash	629		629
Prepaid expenses and other assets	21,143		17,762
Operating lease assets	73,091		79,304
Assets of consolidated investment products
Cash and cash equivalents	16,582		43,834
Accounts receivable and other	10,151		3,587
Investment assets, at fair value	175,918		230,380
Total assets	$	1,259,009	$	1,151,962

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
Accounts payable, accrued expenses, and other	$	27,270	$	24,727
Accrued incentive compensation	123,435		12,924
Borrowings	199,421		199,284
Operating lease liabilities	85,375		92,671
Amounts payable under tax receivable agreements	404,424		412,468
Liabilities of consolidated investment products
Accounts payable, accrued expenses, and other	37,577		109,362
Investment liabilities, at fair value	13,163		15,731
Total liabilities	890,665		867,167
Commitments and contingencies
Redeemable noncontrolling interests	97,391		93,753
Common stock
Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 65,215,891 and 63,131,007 shares outstanding at September 30, 2021 and December 31, 2020, respectively)	652		631
Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 3,632,687 and 4,457,958 shares outstanding at September 30, 2021 and December 31, 2020, respectively)	36		45
Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 10,191,061 and 10,983,145 shares outstanding at September 30, 2021 and December 31, 2020, respectively)	102		110
Additional paid-in capital	128,621		107,738
Retained earnings	121,497		72,944
Accumulated other comprehensive income (loss)	(1,313)		(991)
Total Artisan Partners Asset Management Inc. stockholders’ equity	249,595		180,477
Noncontrolling interests - Artisan Partners Holdings	21,358		10,565
Total stockholders’ equity	$	270,953	$	191,042
Total liabilities, redeemable noncontrolling interests, and stockholders’ equity	$	1,259,009	$	1,151,962

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 September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues
Management fees	$	316,176	$	232,474	$	901,011	$	627,305
Performance fees	398		279		11,189		11,226
Total revenues	$	316,574	$	232,753	$	912,200	$	638,531
Operating Expenses



Compensation and benefits	142,235		108,657		419,713		315,578
Distribution, servicing and marketing	8,131		6,252		23,707		17,155
Occupancy	5,560		6,338		16,260		16,740
Communication and technology	10,873		9,672		31,150		28,559
General and administrative	6,717		4,589		18,700		15,667
Total operating expenses	173,516		135,508		509,530		393,699
Total operating income	143,058		97,245		402,670		244,832
Non-operating income (expense)
Interest expense	(2,711)		(2,718)		(8,116)		(8,118)
Net gain (loss) on the tax receivable agreements	358		238		358		238
Net investment gain (loss) of consolidated investment products	2,824		7,798		18,068		7,751
Other net investment gain (loss)	(2,109)		578		2,022		(505)

Total non-operating income (expense)	(1,638)		5,896		12,332		(634)
Income before income taxes	141,420		103,141		415,002		244,198
Provision for income taxes	28,054		18,448		78,137		44,155
Net income before noncontrolling interests	113,366		84,693		336,865		200,043
Less: Net income attributable to noncontrolling interests - Artisan Partners Holdings	24,796		21,547		74,064		55,791
Less: Net income (loss) attributable to noncontrolling interests - consolidated investment products	2,157		4,619		10,903		4,749
Net income attributable to Artisan Partners Asset Management Inc.	$	86,413	$	58,527	$	251,898	$	139,503

Basic earnings per share	$	1.30	$	0.93	$	3.84	$	2.22
Diluted earnings per share	$	1.30	$	0.93	$	3.84	$	2.22
Basic weighted average number of common shares outstanding	59,965,549		56,402,503		59,519,634		55,188,563
Diluted weighted average number of common shares outstanding	59,982,774		56,408,272		59,535,894		55,190,486
Dividends declared per Class A common share	$	1.00	$	0.67	$	3.16	$	2.56

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 September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
Net income before noncontrolling interests	$	113,366	$	84,693	$	336,865	$	200,043
Other comprehensive income (loss)




Foreign currency translation gain (loss)	(595)		794		(358)		(492)
Total other comprehensive income (loss)	(595)		794		(358)		(492)
Comprehensive income	112,771		85,487		336,507		199,551
Comprehensive income attributable to noncontrolling interests - Artisan Partners Holdings	24,697		21,723		74,028		55,795
Comprehensive income (loss) attributable to noncontrolling interests - consolidated investment products	2,157		4,619		10,903		4,749
Comprehensive income attributable to Artisan Partners Asset Management Inc.	$	85,917	$	59,145	$	251,576	$	139,007

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 September 30, 2021	Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interests
















Balance at July 1, 2021	$	648	$	36	$	106	$	119,855	$	100,429	$	(817)	$	20,207	$	240,464	$	90,458
Net income	—		—		—		—		86,413		—		24,795		111,208		2,157
Other comprehensive income - foreign currency translation	—		—		—		—		—		(489)		(106)		(595)		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		(412)		—		(7)		419		—		—
Amortization of equity-based compensation	—		—		—		8,029		—		—		1,716		9,745		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		1,154		—		—		—		1,154		—
Issuance of Class A common stock, net of issuance costs	—		—		—		(5)		—		—		—		(5)		—
Forfeitures and employee/partner terminations	—		—		—		—		—		—		—		—		—


Exchange of subsidiary equity	4		—		(4)		—		—		—		—		—		—

Capital contributions, net	—		—		—		—		—		—		—		—		4,776

Distributions	—		—		—		—		—		—		(25,629)		(25,629)		—
Dividends	—		—		—		—		(65,345)		—		(44)		(65,389)		—
Balance at September 30, 2021	$	652	$	36	$	102	$	128,621	$	121,497	$	(1,313)	$	21,358	$	270,953	$	97,391



Three months ended September 30, 2020	Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interests
















Balance at July 1, 2020	$	614	$	56	$	116	$	88,098	$	34,562	$	(2,539)	$	4,899	$	125,806	$	46,027
Net income	—		—		—		—		58,527		—		21,547		80,074		4,619
Other comprehensive income - foreign currency translation	—		—		—		—		—		620		174		794		—

Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		(740)		—		(2)		742		—		—
Amortization of equity-based compensation	—		—		—		7,249		—		—		1,998		9,247		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		139		—		—		—		139		—
Issuance of Class A common stock, net of issuance costs	—		—		—		(1)		—		—		—		(1)		—
Forfeitures and employee/partner terminations	—		—		—		—		—		—		—		—		—


Exchange of subsidiary equity	—		(1)		—		—		—		—		—		(1)		—

Capital contributions, net	—		—		—		—		—		—		—		—		9,540

Distributions	—		—		—		—		—		—		(20,923)		(20,923)		—
Dividends	—		—		—		—		(41,374)		—		(25)		(41,399)		—
Balance at September 30, 2020	$	614	$	55	$	116	$	94,745	$	51,715	$	(1,921)	$	8,412	$	153,736	$	60,186


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)



Nine months ended September 30, 2021	Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interests
















Balance at January 1, 2021	$	631	$	45	$	110	$	107,738	$	72,944	$	(991)	$	10,565	$	191,042	$	93,753
Net income	—		—		—		—		251,898		—		74,064		325,962		10,903
Other comprehensive income - foreign currency translation	—		—		—		—		—		(301)		(57)		(358)		—
Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		(1,256)		—		(21)		1,277		—		—
Amortization of equity-based compensation	—		—		—		24,798		—		—		5,301		30,099		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		4,994		—		—		—		4,994		—
Issuance of Class A common stock, net of issuance costs	10		—		—		46,651		—		—		—		46,661		—
Forfeitures and employee/partner terminations	(1)		—		—		1		—		—		—		—		—
Issuance of restricted stock awards	7		—		—		(7)		—		—		—		—		—
Employee net share settlement	(2)		—		—		(7,380)		—		—		(1,777)		(9,159)		—
Exchange of subsidiary equity	7		(2)		(5)		—		—		—		—		—		—
Purchase of equity and subsidiary equity	—		(7)		(3)		(46,918)		—		—		—		(46,928)		—
Capital contributions, net	—		—		—		—		—		—		—		—		59,818
Impact of deconsolidation of CIPs	—		—		—		—		—		—		—		—		(67,083)
Distributions	—		—		—		—		—		—		(67,889)		(67,889)		—
Dividends	—		—		—		—		(203,345)		—		(126)		(203,471)		—
Balance at September 30, 2021	$	652	$	36	$	102	$	128,621	$	121,497	$	(1,313)	$	21,358	$	270,953	$	97,391



Nine months ended September 30, 2020	Class A Common stock		Class B Common stock		Class C Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interests - Artisan Partners Holdings		Total stockholders’ equity		Redeemable non-controlling interests
















Balance at January 1, 2020	$	564	$	78	$	136	$	89,149	$	44,455	$	(1,425)	$	5,544	$	138,501	$	43,110
Net income	—		—		—		—		139,503		—		55,791		195,294		4,749
Other comprehensive income - foreign currency translation	—		—		—		—		—		(346)		(146)		(492)		—

Cumulative impact of changes in ownership of Artisan Partners Holdings LP	—		—		—		(2,308)		—		(150)		2,458		—		—
Amortization of equity-based compensation	—		—		—		21,628		—		—		6,302		27,930		—
Deferred tax assets, net of amounts payable under tax receivable agreements	—		—		—		8,658		—		—		—		8,658		—
Issuance of Class A common stock, net of issuance costs	17		—		—		62,721		—		—		—		62,738		—

Issuance of restricted stock awards	9		—		—		(9)		—		—		—		—		—
Employee net share settlement	(1)		—		—		(3,314)		—		—		(1,215)		(4,530)		—
Exchange of subsidiary equity	25		(5)		(20)		—		—		—		—		—		—
Purchase of equity and subsidiary equity	—		(18)		—		(63,009)		—		—		—		(63,027)		—
Capital contributions, net	—		—		—		—		—		—		—		—		14,768
Impact of deconsolidation of CIPs	—		—		—		—		—		—		—		—		(2,441)
Distributions	—		—		—		—		—		—		(60,245)		(60,245)		—
Dividends	—		—		—		(18,771)		(132,243)		—		(77)		(151,091)		—
Balance at September 30, 2020	$	614	$	55	$	116	$	94,745	$	51,715	$	(1,921)	$	8,412	$	153,736	$	60,186


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 Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities
Net income before noncontrolling interests	$	336,865	$	200,043
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,081		4,967
Deferred income taxes	28,411		23,698

Asset impairment	—		871
Noncash lease expense	(1,272)		(1,275)
Net investment (gain) loss on nonconsolidated investment securities	(2,230)		642
Net (gain) loss on the tax receivable agreements	(358)		(238)
(Gain) loss on disposal of property and equipment	1		(4)
Amortization of debt issuance costs	304		304
Share-based compensation	30,099		27,931
Net investment (gain) loss of consolidated investment products	(18,068)		(7,751)
Purchase of investments by consolidated investment products	(190,614)		(130,486)
Proceeds from sale of investments by consolidated investment products	127,863		108,887

Change in assets and liabilities resulting in an increase (decrease) in cash:
Accounts receivable	(22,260)		(16,555)
Prepaid expenses and other assets	(4,214)		(4,496)
Accounts payable and accrued expenses	113,355		78,770
Net change in operating assets and liabilities of consolidated investment products	1,205		13,413
Net cash provided by operating activities	404,168		298,721
Cash flows from investing activities
Acquisition of property and equipment	(1,791)		(1,372)
Leasehold improvements	(3,338)		(370)

Proceeds from sale of investment securities	12,813		20,118
Purchase of investment securities	(33,820)		(2,149)

Net cash provided by (used in) investing activities	(26,136)		16,227
Cash flows from financing activities
Partnership distributions	(67,889)		(60,245)
Dividends paid	(203,471)		(151,091)




Payment under the tax receivable agreements	(31,250)		(26,943)
Net proceeds from issuance of common stock	46,928		63,027
Payment of costs directly associated with the issuance of Class A common stock	(244)		(220)
Purchase of equity and subsidiary equity	(46,928)		(63,027)
Taxes paid related to employee net share settlement	(9,159)		(4,530)

Capital contributions to consolidated investment products, net	59,818		14,768
Net cash used in financing activities	(252,195)		(228,261)
Net increase (decrease) in cash, cash equivalents, and restricted cash	125,837		86,687
Net cash impact of deconsolidation of CIPs	(34,823)		—
Cash, cash equivalents and restricted cash
Beginning of period	199,450		144,255
End of period	$	290,464	$	230,942

Cash, cash equivalents and restricted cash as of the end of the period
Cash and cash equivalents	$	273,253	$	200,433
Restricted cash	629		629
Cash and cash equivalents of consolidated investment products	16,582		29,880
Cash, cash equivalents and restricted cash	$	290,464	$	230,942

Supplementary information
Noncash activity:
Establishment of deferred tax assets	$	28,548	$	46,437
Establishment of amounts payable under tax receivable agreements	23,206		37,602
Increase in investment securities due to deconsolidation of CIPs	20,900		1,469
Operating lease assets obtained in exchange for operating lease liabilities

Artisan Partners Asset Management Inc. [APAM] Filings
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]
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