10-Q 1 apam-2014x6x30x10q.htm 10-Q APAM-2014-6-30-10Q
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

Form 10-Q

(Mark One)
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014
OR
o
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)

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
 
Accelerated filer o
Non-accelerated filer þ
(Do not check if a smaller reporting company)
Smaller reporting company o

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

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 31, 2014 were 32,549,482, 21,473,293 and 18,910,918, respectively.
 



TABLE OF CONTENTS
 
 
Page
Part I
Financial Information
 
Item 1.
Unaudited Consolidated Financial Statements
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Part II
Other Information
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
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 consolidated 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. The reorganization and initial public offering are described in the notes to our consolidated financial statements included in Part I of this Form 10-Q.
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. 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. These forward-looking statements, which are subject to risks, uncertainties and assumptions, may include projections of our future financial performance, future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in our business or financial results. These statements are only predictions based on our current expectations and projections about future events. Among the important factors that could cause actual results, level of activity, performance or achievements to differ materially from those indicated by such forward-looking statements are: fluctuations in quarterly and annual results, adverse economic or market conditions, incurrence of net losses, adverse effects of management focusing on implementation of a growth strategy, failure to develop and maintain the Artisan Partners brand and other factors disclosed under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 26, 2014, which is accessible on the SEC’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.





Forward-looking statements include, but are not limited to, statements about:
our anticipated future results of operations;
our potential operating performance and efficiency;
our expectations with respect to future levels of assets under management, inflows and outflows;
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;
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.



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 amount)
 
June 30,
2014
 
December 31,
2013
ASSETS
Cash and cash equivalents
$
203,576

 
$
211,839

Cash and cash equivalents of Launch Equity
33,117

 
19,156

Accounts receivable
65,033

 
64,110

Accounts receivable of Launch Equity
1

 
7,428

Investment securities
18,265

 
7,804

Investment securities of Launch Equity
49,813

 
63,364

Property and equipment, net
11,545

 
8,760

Deferred tax assets
538,422

 
187,907

Prepaid expenses and other assets
12,802

 
11,030

Total assets
$
932,574

 
$
581,398

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable, accrued expenses, and other
$
42,341

 
$
45,369

Accrued incentive compensation
71,132

 
3,580

Borrowings
200,000

 
200,000

Amounts payable under tax receivable agreements
463,810

 
160,663

Accounts payable of Launch Equity
109

 
7,485

Securities sold, not yet purchased of Launch Equity
30,851

 
31,990

Total liabilities
808,243

 
449,087

Commitments and contingencies

 


Common stock
 
 
 
Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 31,141,608 and 19,807,436 shares outstanding at June 30, 2014 and December 31, 2013, respectively)
311

 
198

Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 21,566,436 and 25,271,889 shares outstanding at June 30, 2014 and December 31, 2013, respectively)
216

 
253

Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 18,817,775 and 25,206,554 shares outstanding at June 30, 2014 and December 31, 2013, respectively)
188

 
252

Convertible preferred stock ($0.01 par value per share, 15,000,000 shares authorized, 0 and 1,198,128 shares outstanding at June 30, 2014 and December 31, 2013, respectively)

 
34,909

Additional paid-in capital
83,313

 
6,388

Retained earnings (deficit)
(5,173
)
 
1,401

Accumulated other comprehensive income (loss)
804

 
378

Total stockholders’ equity
79,659

 
43,779

Noncontrolling interest - Artisan Partners Holdings
(7,298
)
 
38,060

Noncontrolling interest - Launch Equity
51,970

 
50,472

Total equity
124,331

 
132,311

Total liabilities and equity
$
932,574

 
$
581,398

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

1


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,
 
2014
 
2013
 
2014
 
2013
Revenues
 
 
 
 
 
 
 
Management fees
$
208,333

 
$
161,916

 
$
410,125

 
$
310,130

Performance fees
154

 
17

 
154

 
26

Total revenues
$
208,487

 
$
161,933

 
$
410,279

 
$
310,156

Operating Expenses
 
 
 
 
 
 
 
Compensation and benefits
 
 
 
 
 
 
 
Salaries, incentive compensation and benefits
85,295

 
69,251

 
171,150

 
141,931

Pre-offering related compensation - share-based awards
16,166

 
23,851

 
39,803

 
357,082

Pre-offering related compensation - other

 

 

 
143,035

Total compensation and benefits
101,461

 
93,102

 
210,953

 
642,048

Distribution and marketing
11,893

 
8,847

 
23,067

 
17,023

Occupancy
2,768

 
2,556

 
5,454

 
5,172

Communication and technology
5,483

 
3,515

 
9,959

 
6,845

General and administrative
6,057

 
5,529

 
12,869

 
11,998

Total operating expenses
127,662

 
113,549

 
262,302

 
683,086

Total operating income (loss)
80,825

 
48,384

 
147,977

 
(372,930
)
Non-operating income (loss)
 
 
 
 
 
 
 
Interest expense
(2,902
)
 
(2,891
)
 
(5,785
)
 
(6,101
)
Net gain (loss) of Launch Equity
(884
)
 
(1,210
)
 
(1,482
)
 
3,569

Net gain on the valuation of contingent value rights

 
8,620

 

 
33,420

Net gain (loss) on the tax receivable agreements
(4,471
)
 

 
(4,471
)
 

Other non-operating income (expense)
5

 

 
(271
)
 

Total non-operating income (loss)
(8,252
)
 
4,519

 
(12,009
)
 
30,888

Income (loss) before income taxes
72,573

 
52,903

 
135,968

 
(342,042
)
Provision for income taxes
8,650

 
5,873

 
19,858

 
10,322

Net income (loss) before noncontrolling interests
63,923

 
47,030

 
116,110

 
(352,364
)
Less: Net income (loss) attributable to noncontrolling interests - Artisan Partners Holdings
45,547

 
42,442

 
89,696

 
(364,681
)
Less: Net income (loss) attributable to noncontrolling interests - Launch Equity
(884
)
 
(1,210
)
 
(1,482
)
 
3,569

Net income attributable to Artisan Partners Asset Management Inc.
$
19,260

 
$
5,798

 
$
27,896

 
$
8,748

 
 
 
 
 
 
 
 
 
April 1, 2014 to June 30, 2014
 
April 1, 2013 to June 30, 2013
 
January 1, 2014 to June 30, 2014
 
March 12, 2013 to June 30, 2013
Earnings (loss) per share
 
 
 
 
 
 
 
Basic
$
0.42

 
$
0.38

 
$
(1.64
)
 
$
0.57

Diluted
$
0.42

 
$
0.38

 
$
(1.64
)
 
$
0.57

Weighted average number of common shares outstanding
 
 
 
 
 
 
 
Basic
27,836,427

 
12,728,949

 
24,046,390

 
12,728,949

Diluted
27,836,427

 
15,294,412

 
24,046,390

 
15,294,412

 
 
 
 
 
 
 
 
Dividends declared per Class A common share
$
0.55

 
$

 
$
2.73

 
$

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

2


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Unaudited Consolidated Statements of Comprehensive Income (Loss)
(U.S. dollars in thousands)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss) before noncontrolling interests
$
63,923

 
$
47,030

 
$
116,110

 
$
(352,364
)
Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Unrealized gains on investment securities:
 
 
 
 
 
 
 
Unrealized holding gains on investment securities, net of tax of $70, $8, $156 and $47, respectively
285

 
97

 
306

 
1,951

Less: reclassification adjustment for gain (loss) included in net income

 

 

 

Net unrealized gains on investment securities
285

 
97

 
306

 
1,951

Foreign currency translation gain (loss)
215

 
4

 
268

 
(318
)
Total other comprehensive income
500

 
101

 
574

 
1,633

Comprehensive income (loss)
64,423

 
47,131

 
116,684

 
(350,731
)
Comprehensive income (loss) attributable to noncontrolling interests - Artisan Partners Holdings
45,825

 
42,527

 
89,844

 
(363,135
)
Comprehensive income (loss) attributable to noncontrolling interests - Launch Equity
(884
)
 
(1,210
)
 
(1,482
)
 
3,569

Comprehensive income attributable to Artisan Partners Asset Management Inc.
$
19,482

 
$
5,814

 
$
28,322

 
$
8,835


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


3


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Unaudited Consolidated Statements of Changes in Stockholders' Equity
(U.S. dollars in thousands)
 
Common stock
Convertible preferred stock
Additional paid-in capital
Retained earnings (deficit)
Accumulated other comprehensive income
Non-controlling interest - Artisan Partners Holdings
Non-controlling interest - Launch Equity
Total equity
Balance at December 31, 2013
$
703

$
34,909

$
6,388

$
1,401

$
378

$
38,060

$
50,472

$
132,311

Net income (loss)



27,896


89,696

(1,482
)
116,110

Other comprehensive income - foreign currency translation




104

164


268

Other comprehensive income - available for sale investments, net of tax




109

291


400

Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax


(10,371
)

213

10,064


(94
)
Capital contribution






2,980

2,980

Amortization of equity-based compensation


17,945



30,819


48,764

Deferred tax assets, net of amounts payable under tax receivable agreements


55,711





55,711

Issuance of Class A common stock, net of issuance costs
111


552,234





552,345

Purchase of convertible preferred stock and subsidiary equity
(85
)
(21,652
)
(533,204
)


812


(554,129
)
Conversion of preferred stock and exchange of subsidiary equity
(14
)
(13,257
)
23,289



(10,018
)


Distributions





(167,186
)

(167,186
)
Dividends


(28,679
)
(34,470
)



(63,149
)
Balance at June 30, 2014
$
715

$

$
83,313

$
(5,173
)
$
804

$
(7,298
)
$
51,970

$
124,331


4


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Unaudited Consolidated Statements of Changes in Stockholders' Equity, continued
(U.S. dollars in thousands)
 
Common stock
Convertible preferred stock
Additional paid-in capital
Retained earnings (deficit)
Accumulated other comprehensive income
Non-controlling interest - Artisan Partners Holdings
Non-controlling interest - Launch Equity
Total equity
Redeemable Preferred Units
Balance at December 31, 2012
$

$

$

$

$

$
(709,414
)
$
36,699

$
(672,715
)
$
357,194

Net income (loss)





(434,342
)

(434,342
)

Other comprehensive income





1,065


1,065


Distributions





(100,514
)

(100,514
)

Modification of equity award and other pre-offering related compensation





572,471


572,471


Modification of redeemable preferred units





357,194


357,194

(357,194
)
Initial establishment of contingent value right liability





(55,440
)

(55,440
)

Capital redemption





(16
)

(16
)

Balance at March 12, 2013
$

$

$

$

$

$
(368,996
)
$
36,699

$
(332,297
)
$

 
 
 
 
 
 
 
 

 
IPO proceeds





353,414


353,414


Attribution of noncontrolling interest
674

74,748

(58,365
)

662

(17,719
)



Redemption of partnership units





(76,319
)

(76,319
)

Establishment of deferred tax assets, net of amounts payable under tax receivable agreements


16,953





16,953


Net income (loss)



8,748


69,661

3,569

81,978


Other comprehensive income, net of tax




86

482


568


Capital contribution






3,150

3,150


Amortization of equity-based compensation


6,585



21,763


28,348


Forfeitures
(1
)

1






 
Distributions





(13,577
)

(13,577
)
 
Balance at June 30, 2013
$
673

$
74,748

$
(34,826
)
$
8,748

$
748

$
(31,291
)
$
43,418

$
62,218

$


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


5


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Unaudited Consolidated Statements of Cash Flows
(U.S. dollars in thousands)
 
For the Six Months Ended June 30,
 
2014
 
2013
Cash flows from operating activities
 
 
 
Net income (loss) before noncontrolling interests
$
116,110

 
$
(352,364
)
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
1,423

 
1,463

Deferred income taxes
2,716

 
6,046

Net gain on the valuation of contingent value rights

 
(33,420
)
Net loss on the tax receivable agreements
4,471

 

(Gains) losses of Launch Equity, net
1,482

 
(3,569
)
Proceeds from sale of investments by Launch Equity
69,190

 
51,754

Purchase of investments by Launch Equity
(57,956
)
 
(48,741
)
Loss on disposal of property and equipment
151

 
6

Amortization of debt issuance costs
224

 
224

Share-based compensation
48,764

 
600,820

Excess tax benefit on share-based awards
(717
)
 

Change in assets and liabilities resulting in an increase (decrease) in cash:
 
 
 
Net change in operating assets and liabilities of Launch Equity
(14,214
)
 
(5,956
)
Accounts receivable
(923
)
 
(7,821
)
Prepaid expenses and other assets
(980
)
 
418

Accounts payable and accrued expenses
69,477

 
64,520

Class B liability awards
(4,206
)
 
(226,946
)
Deferred lease obligations
104

 
76

Net cash provided by operating activities
235,116

 
46,510

Cash flows from investing activities
 
 
 
Acquisition of property and equipment
(2,430
)
 
(940
)
Leasehold improvements
(1,940
)
 
(432
)
Proceeds from sale of property and equipment
4

 

Purchase of investment securities
(10,000
)
 
(5,000
)
Net cash used in investing activities
(14,366
)
 
(6,372
)
Cash flows from financing activities
 
 
 
Partnership distributions
(167,186
)
 
(114,107
)
Dividends paid
(63,149
)
 

Change in other liabilities
(32
)
 
(31
)
Repayment under revolving credit facility

 
(90,000
)
Net proceeds from issuance of common stock
554,129

 
356,579

Payment of costs directly associated with the issuance of Class A common stock
(2,343
)
 
(3,165
)
Purchase of preferred stock and subsidiary equity
(554,129
)
 

Purchase of Class A common units

 
(76,319
)
Capital invested into Launch Equity
2,980

 
3,150

Excess tax benefit on share-based awards
717

 

Net cash provided by (used in) financing activities
(229,013
)
 
76,107

Net increase (decrease) in cash and cash equivalents
(8,263
)
 
116,245

Cash and cash equivalents
 
 
 
Beginning of period
211,839

 
141,159

End of period
$
203,576

 
$
257,404

 
 
 
 
Supplementary information
 
 
 
Noncash activity:
 
 
 
Issuance of preferred stock
$

 
$
74,748

Establishment of deferred tax assets
354,204

 
70,862

Establishment of amounts payable under tax receivable agreements
298,394

 
53,449

Establishment of contingent value rights

 
55,440


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

6


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Notes to Unaudited Consolidated Financial Statements
(U.S. currencies in thousands, except per share or per unit amounts and as otherwise indicated)
Note 1. Organization and nature of business
Organization
On March 12, 2013, Artisan Partners Asset Management Inc. (“APAM”) completed its initial public offering (the “IPO”). APAM was formed in 2011 as a subsidiary of Artisan Partners Holdings LP (“Artisan Partners Holdings” or “Holdings”). APAM was formed for the purpose of becoming the general partner of Holdings in connection with the IPO. 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 part of the IPO Reorganization, APAM became the sole general partner of Holdings. As the 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 economic interests in Holdings held by the limited partners of Holdings. At June 30, 2014, APAM’s total economic interest in Holdings approximated 44% of Holdings’ economics.
Artisan Partners Asset Management has been allocated a part of Artisan Partners Holdings’ net income since March 12, 2013, when it became Artisan Partners Holdings’ general partner. APAM and its subsidiaries are hereafter referred to collectively as “Artisan” or the “Company”.

Nature of Business
Artisan is an investment management firm focused on providing high-value added, active investment strategies to sophisticated clients globally. Artisan’s operations are conducted through Artisan Partners Holdings and its subsidiaries.
Artisan has six autonomous investment teams that oversee fourteen distinct U.S., non-U.S. and global investment strategies. During the first quarter of 2014 Artisan launched its fourteenth investment strategy, the Artisan Partners High Income strategy, which is managed by the firm’s Credit team.
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.

2014 Follow-On Offering
On March 12, 2014, APAM completed a registered public offering of 9,284,337 shares of Class A common stock (the “2014 Follow-on Offering”) and utilized all of the net proceeds to purchase an aggregate of 6,284,337 common units and 2,256,883 preferred units of Artisan Partners Holdings and 743,117 shares of APAM’s convertible preferred stock, at a price per unit or share, as applicable, equal to $62.00 less the underwriting discount per share. The offering and subsequent purchase of shares and units had the following impact on the consolidated financial statements:

APAM received 9,284,337 general partnership (“GP”) units of Holdings, and APAM’s ownership interest in Holdings increased from 29% to 41%. See Note 7, “Noncontrolling interest - Holdings” for the impact of the change in ownership.
APAM’s purchase of common and preferred units of Holdings with a portion of the net proceeds resulted in an increase to deferred tax assets of approximately $287.4 million and an increase in amounts payable under tax receivable agreements of approximately $244.3 million.
The purchase price of the convertible preferred stock exceeded its carrying value on APAM’s consolidated balance sheet by $22.7 million, which is considered a deemed dividend and is subtracted from net income to calculate income available to common stockholders in the calculation of earnings per share. The purchase of the preferred units of Holdings resulted in a similar deemed dividend, which also reduced net income available to common stockholders.

7



Holdings Limited Partnership Unit Exchange

On June 2, 2014, certain limited partners of Artisan Partners Holdings exchanged 171,125 Class A common units (along with a corresponding number of shares of Class C common stock of Artisan Partners Asset Management Inc.) for 171,125 shares of Class A common stock (the "Holdings Common Unit Exchange"). This transaction had the following impact on the consolidated financial statements:

APAM received 171,125 GP units of Holdings, and APAM’s ownership interest in Holdings increased from 41% to 42%. See Note 7, “Noncontrolling interest - Holdings” for the impact of the change in ownership.
An increase to deferred tax assets of approximately $6.8 million and an increase in amounts payable under tax receivable agreements of approximately $5.7 million.

H&F Preferred Equity Conversion

On June 16, 2014, affiliates of Hellman & Friedman LLC (the “H&F Funds”) elected to convert 455,011 shares of convertible preferred stock into, and exchange 1,381,887 preferred units of Holdings for, a total of 1,836,898 shares of APAM’s Class A common stock (the “H&F Conversion”). The H&F Funds subsequently sold all 1,836,898 shares of Class A common stock in an underwritten public offering. These transactions had the following impact on the consolidated financial statements:

APAM received 1,381,887 GP units of Holdings, and APAM’s ownership interest in Holdings increased from 42% to 44%. See Note 7, “Noncontrolling interest - Holdings” for the impact of the change in ownership.
An increase to deferred tax assets of approximately $56.9 million and an increase in amounts payable under tax receivable agreements of approximately $48.4 million.
There are no longer any outstanding APAM convertible preferred shares or Holdings preferred units.
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.
Because APAM and Holdings were under common control at the time of the IPO Reorganization, APAM’s acquisition of control of Holdings was accounted for as a transaction among entities under common control. The consolidated financial statements of APAM reflect the following:

Statements of Financial Condition - The assets, liabilities and equity of Holdings and of APAM have been carried forward at their historical carrying values. The historical partners’ equity or deficit of Holdings is reflected as a noncontrolling interest.

Statements of Operations, Comprehensive Income and Cash Flows - The historical consolidated statements of Holdings have been consolidated with the statements of operations, comprehensive income and cash flows of APAM.
Principles of consolidation
Artisan’s policy is to consolidate all subsidiaries or other entities in which it has a controlling financial interest and variable interest entities (“VIEs”) of which Artisan is deemed to be the primary beneficiary. The primary beneficiary is deemed to be the entity that has the power to govern the financial and operating policies of the subsidiary so as to obtain benefits from its activities. The consolidated financial statements include the accounts of APAM, all subsidiaries or other entities in which APAM has a direct or indirect controlling financial interest and VIEs of which Artisan is deemed to be the primary beneficiary. All material intercompany balances have been eliminated in consolidation.

8


Artisan’s wholly-owned subsidiary, Artisan Partners Alternative Investments GP LLC, is the general partner of Artisan Partners Launch Equity LP (“Launch Equity”), a private investment partnership that is considered a VIE. Launch Equity is considered an investment company and therefore is accounted for under ASC Topic 946, Financial Services – Investment Companies. Artisan has retained the specialized industry accounting principles of this investment company in its Consolidated Financial Statements. See Note 8, “Variable and Voting Interest Entities” for additional details.
The Company makes initial seed investments in sponsored investment portfolios at the portfolio’s formation. If the seed investment results in a controlling financial interest, APAM consolidates the investment, and the underlying individual securities are accounted for as trading securities. Seed investments in which the Company does not have a controlling financial interest are classified as available-for-sale investments. As of June 30, 2014, APAM does not have a controlling financial interest in any of its seed investments.

Recent accounting pronouncements
In March 2013, the FASB issued ASU 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The ASU clarifies the interaction between ASC 810-10, Consolidation-Overall, and ASC 830-30, Foreign Currency Matters-Translation of Financial Statements, when releasing the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. The ASU was adopted prospectively on January 1, 2014 and did not have an impact on the Company’s consolidated financial statements.
In June 2013, the FASB issued ASU 2013-08, Investment Companies (Topic 946). The ASU changes the approach to the investment company assessment in Topic 946, clarifying the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company. This update would also require an investment company to measure noncontrolling ownership interests in other investment companies at fair value rather than using the equity method of accounting and to include additional disclosures. The ASU was adopted prospectively on January 1, 2014 and did not have an impact on the Company’s consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes existing accounting standards for revenue recognition and creates a single framework. The new guidance will be effective on January 1, 2017 and requires either a retrospective or a modified retrospective approach to adoption. Early application is prohibited. The Company is currently evaluating its transition method and the potential impact on its consolidated financial statements.
Note 3. Investment Securities
The disclosures below include details of Artisan’s investments. Investments held by Launch Equity are described in Note 8, “Variable and Voting Interest Entities”.
 
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
June 30, 2014
 
 
 
 
 
 
 
Mutual funds
$
16,190

 
$
2,075

 
$

 
$
18,265

December 31, 2013
 
 
 
 
 
 
 
Mutual funds
$
6,190

 
$
1,614

 
$

 
$
7,804

Artisan’s investments in mutual funds consist of investments in shares of Artisan Partners Funds, Inc. and Artisan Partners Global Funds plc and are considered to be available-for-sale securities. As a result, unrealized gains (losses) are recorded to other comprehensive income (loss). During the six months ended June 30, 2014, Artisan made an investment of $10.0 million in Artisan High Income Fund, a series of Artisan Partners Funds, Inc.
As of June 30, 2014 and December 31, 2013, Artisan held no available-for-sale securities in an unrealized loss position.

9


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 fair value of financial instruments held by Launch Equity is presented in Note 8, “Variable and Voting Interest Entities”. 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 fair value of Artisan’s assets and liabilities that are financial instruments as of June 30, 2014 and December 31, 2013:
 
Assets and Liabilities at Fair Value
 
Total
 
Level 1
 
Level 2
 
Level 3
June 30, 2014
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents
$
88,002

 
$
88,002

 
$

 
$

Mutual funds
18,265

 
18,265

 

 

 
 
 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents
$
105,001

 
$
105,001

 
$

 
$

Equity mutual funds
7,804

 
7,804

 

 

Fair values determined based on Level 1 inputs utilize quoted market prices for identical assets. Level 1 assets generally consist of money market funds, marketable open-end mutual funds or UCITS. There were no Level 2 or Level 3 assets or liabilities recorded at fair value as of June 30, 2014 and December 31, 2013.
Artisan’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1, Level 2 or Level 3 securities during the three and six months ended June 30, 2014 and 2013.
Note 5. Borrowings
Artisan’s borrowings consist of the following as of June 30, 2014 and December 31, 2013:
 
Maturity
 
Outstanding Balance
 
Interest Rate Per Annum
Revolving credit agreement
August 2017
 

 
NA

Senior notes
 
 
 
 
 
Series A
August 2017
 
60,000

 
4.98
%
Series B
August 2019
 
50,000

 
5.32
%
Series C
August 2022
 
90,000

 
5.82
%
Total borrowings
 
 
$
200,000

 
 
The fair value of borrowings was approximately $204.5 million as of June 30, 2014. 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”.

10


Interest expense incurred on the unsecured notes and revolving credit agreement was $2.7 million and $2.8 million for the three months ended June 30, 2014 and 2013, respectively, and $5.5 million and $5.9 million for the six months ended June 30, 2014 and 2013, respectively.
As of June 30, 2014, the aggregate maturities of debt obligations, based on their contractual terms, are as follows:
2014
$

2015

2016

2017
60,000

Thereafter
140,000

 
$
200,000

Note 6. Derivative Instruments
Contingent Value Rights (“CVRs”)

As part of the IPO Reorganization, Holdings issued Partnership CVRs and APAM issued APAM CVRs to the holders of Holdings’ preferred units and APAM’s convertible preferred stock, respectively. APAM held one Partnership CVR for each APAM CVR outstanding. On November 6, 2013, the CVRs were terminated with no amounts paid or payable by Artisan.

The CVRs were considered derivative instruments under ASC 815, Derivatives and Hedging, and accordingly were recorded as a liability at fair value on the balance sheet until they were terminated. Changes in the fair value of these derivative instruments have been recorded in earnings as a net gain (loss) on the valuation of contingent value rights in the period of change. The following table presents gain (loss) recognized on derivative instruments for the three and six months ended June 30, 2014 and 2013:
 
 
 
Three months ended June 30,
 
 
2014
 
2013
Income Statement Classification
 
Gain
 
Loss
 
Gain
 
Loss
Contingent value rights
Net gain on the valuation of contingent value rights
 
$

 
$

 
$
8,620

 
$

Total
 
 
$

 
$

 
$
8,620

 
$

 
 
 
Six months ended June 30,
 
 
2014
 
2013
Income Statement Classification
 
Gain
 
Loss
 
Gain
 
Loss
Contingent value rights
Net gain on the valuation of contingent value rights
 
$

 
$

 
$
33,420

 
$

Total
 
 
$

 
$

 
$
33,420

 
$

Note 7. Noncontrolling interest - Holdings
Holdings is the predecessor of APAM for accounting purposes, and its consolidated financial statements are Artisan’s historical financial statements for periods prior to March 12, 2013, the date on which APAM became the general partner of Holdings.
As of June 30, 2014, APAM held approximately 44% of the economic interests in Holdings. Net income (loss) attributable to noncontrolling interests - Artisan Partners Holdings in the Unaudited Consolidated Statements of Operations represents the portion of earnings or loss attributable to the economic interests in Holdings held by the limited partners of Holdings. All income for the period prior to March 12, 2013, is entirely attributable to noncontrolling interests.
During the six months ended June 30, 2014, APAM’s ownership interest in Holdings increased due to the following transactions:
The issuance of 41,812 Holdings GP units corresponding to 41,812 restricted shares of Class A common stock issued by APAM during the period.
The issuance of 9,284,337 Holdings GP units corresponding to the 9,284,337 shares of Class A common stock issued in the 2014 Follow-on Offering.
APAM’s purchase and cancellation of 6,284,337 common units and 3,000,000 preferred units of Holdings in connection with the 2014 Follow-on Offering.

11


The issuance of 1,381,887 Holdings GP units and cancellation of 1,381,887 Holdings preferred units, corresponding to the 1,381,887 shares of Class A common stock issued in connection with the H&F Conversion.
The issuance of 171,125 Holdings GP units and cancellation of 171,125 Holdings common units, in connection with the Holdings Common Unit Exchange.
Since APAM continues to have a controlling interest in Holdings, changes in ownership of Holdings are accounted for as equity transactions. Additional paid-in capital and Noncontrolling interest - 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.
As a result of the change in ownership during the six months ended June 30, 2014, a deficit of $10.4 million was transferred to Additional paid-in capital from Noncontrolling interests - Artisan Partners Holdings. Additionally, Accumulated other comprehensive income was adjusted to reflect the change in ownership interest through a $0.3 million reduction to Noncontrolling interest and a $0.2 million increase to accumulated other comprehensive income, net of tax. The increased ownership level also resulted in a $3.2 million increase in deferred tax assets and Additional paid-in-capital. The impact of the change in APAM’s ownership interests in Holdings is reflected in the Unaudited Consolidated Statement of Changes in Stockholders’ Equity.
Note 8. Variable and Voting Interest Entities
Artisan Funds and Artisan Global Funds
Artisan serves as the investment adviser for Artisan Partners Funds, Inc. (“Artisan Funds”), a family of mutual funds registered with the SEC under the Investment Company Act of 1940, and Artisan Partners Global Funds plc (“Artisan Global Funds”), a family of Ireland-based UCITS. 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 all voting rights, including the right to elect and reelect members of their respective boards of directors. As a result, each of these entities is a voting interest entity (“VOE”). While Artisan holds, in limited cases, direct investments in a fund (which are made on the same terms as are available to other investors and do not represent a majority voting interest in either fund), Artisan does not have a controlling financial interest or a majority voting interest and, as such, does not consolidate these entities.
Artisan Partners Launch Equity LP
Artisan serves as the investment adviser for Launch Equity, a private investment partnership which seeks to achieve returns primarily through capital appreciation, while also mitigating market risk through the use of hedging strategies. Artisan has the right to receive management fees as compensation for services provided as the investment adviser. Artisan also maintains, through Artisan Partners Alternative Investments GP LLC, a direct equity investment in the fund and has the right to receive an allocation of profits based upon Launch Equity’s net capital appreciation during a fiscal year. Each of these represents a variable interest in the fund.
The limited partners of Launch Equity are certain current Artisan employees and directors and for this purpose are considered related parties. Artisan has determined that Launch Equity is a VIE as (a) the voting rights of the limited partners are not proportional to their obligations to absorb expected losses and rights to receive expected residual returns and (b) substantially all of Launch Equity’s activities either involve or are conducted on behalf of the limited partners (the investors that have disproportionately few voting rights) and their related parties (including Artisan).
Launch Equity qualifies for deferral of the current consolidation guidance for VIEs; therefore the consolidation assessment is based on previous consolidation guidance. This guidance requires an analysis of which party, through holding interests directly or indirectly in the entity or contractually through other variable interests, such as management fees and incentive allocations, would absorb a majority of the expected variability of the entity. In determining whether Artisan is the primary beneficiary of Launch Equity, both qualitative and quantitative factors such as voting rights of the equity holders, economic participation of all parties, including how fees are earned, related party ownership and the level of involvement Artisan had in the design of the VIE, were considered.
It was concluded that Artisan was the primary beneficiary as the related party group absorbs a majority of the variability associated with Launch Equity and Artisan is the member within the related party group that is most closely associated with the VIE. Although Artisan has only a minimal equity investment in Launch Equity, as the general partner, Artisan controls Launch Equity’s management and affairs.
In addition, the fund was designed to attract third party investors to provide an economic benefit to Artisan in the form of quarterly management fees and an annual incentive allocation based upon the net capital appreciation of the fund. Also, in the ordinary course of business, Artisan may choose to waive certain fees, its incentive allocation or assume operating expenses of the fund. As a result, it was concluded that Artisan is the primary beneficiary of Launch Equity and its results are included in Artisan’s consolidated financial statements.

12


Artisan’s maximum exposure to loss from its involvement with Launch Equity is limited to its equity investment of $1 thousand while the potential benefit is limited to the management and incentive fees received as investment adviser. Therefore, the gains or losses of Launch Equity have not had a significant impact on Artisan’s results of operations, liquidity or capital resources. Artisan has no right to the benefits from, nor does it bear the risks associated with, Launch Equity’s investments, beyond Artisan’s minimal direct investment in Launch Equity. If Artisan were to liquidate, the assets of Launch Equity would not be available to its general creditors and as a result, Artisan does not consider investments held by Launch Equity to be Artisan’s assets.
The following tables reflect the impact of consolidating Launch Equity’s assets and liabilities into the Unaudited Consolidated Statement of Financial Condition as of June 30, 2014 and December 31, 2013 and results into the Unaudited Consolidated Statement of Operations for the three and six months ended June 30, 2014 and 2013.
Condensed Consolidating Statements of Financial Condition
 
As of June 30, 2014
 
As of December 31, 2013
 
Before
Consolidation
 
Launch Equity
 
Eliminations
 
As Reported
 
Before
Consolidation
 
Launch Equity
 
Eliminations
 
As Reported
Cash and cash equivalents
$
203,576

 
$

 
$

 
$
203,576

 
$
211,839

 
$

 
$

 
$
211,839

Cash and cash equivalents of Launch Equity

 
33,117

 

 
33,117

 

 
19,156

 

 
19,156

Accounts receivable
65,033

 

 

 
65,033

 
64,110

 

 

 
64,110

Accounts receivable of Launch Equity

 
1

 

 
1

 

 
7,428

 

 
7,428

Investment securities of Launch Equity
1

 
49,813

 
(1
)
 
49,813

 
1

 
63,364

 
(1
)
 
63,364

Other assets
581,034

 

 

 
581,034

 
215,501

 

 

 
215,501

Total assets
$
849,644

 
$
82,931

 
$
(1
)
 
$
932,574

 
$
491,451

 
$
89,948

 
$
(1
)
 
$
581,398

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable of Launch Equity
$

 
$
109

 
$

 
$
109

 
$

 
$
7,485

 
$

 
$
7,485

Securities sold, not yet purchased of Launch Equity

 
30,851

 

 
30,851

 

 
31,990

 

 
31,990

Other liabilities
777,283

 

 

 
777,283

 
409,612

 

 

 
409,612

Total liabilities
777,283

 
30,960

 

 
808,243

 
409,612

 
39,475

 

 
449,087

Total stockholders’ equity
79,659

 

 

 
79,659

 
43,779

 

 

 
43,779

Noncontrolling interest - Artisan Partners Holdings
(7,298
)
 
1

 
(1
)
 
(7,298
)
 
38,060

 
1

 
(1
)
 
38,060

Noncontrolling interest - Launch Equity

 
51,970

 

 
51,970

 

 
50,472

 

 
50,472

Total equity
72,361

 
51,971

 
(1
)
 
124,331

 
81,839

 
50,473

 
(1
)
 
132,311

Total liabilities and equity
$
849,644

 
$
82,931

 
$
(1
)
 
$
932,574

 
$
491,451

 
$
89,948

 
$
(1
)
 
$
581,398


13


Condensed Consolidating Statements of Operations
 
Three Months Ended
 
June 30, 2014
 
June 30, 2013
 
Before
Consolidation
 
Launch Equity
 
Eliminations
 
As Reported
 
Before
Consolidation
 
Launch Equity
 
Eliminations
 
As Reported
Total revenues
$
208,621

 
$

 
$
(134
)
 
$
208,487

 
$
162,042

 
$

 
$
(109
)
 
$
161,933

Total operating expenses
127,796

 

 
(134
)
 
127,662

 
113,658

 

 
(109
)
 
113,549

Operating income (loss)
80,825

 

 

 
80,825

 
48,384

 

 

 
48,384

Non-operating income (loss)
(7,368
)
 

 

 
(7,368
)
 
5,729

 

 

 
5,729

Net gain (loss) of Launch Equity

 
(884
)
 

 
(884
)
 

 
(1,210
)
 

 
(1,210
)
Total non-operating income (loss)
(7,368
)
 
(884
)
 

 
(8,252
)
 
5,729

 
(1,210
)
 

 
4,519

Income (loss) before income taxes
73,457

 
(884
)
 

 
72,573

 
54,113

 
(1,210
)
 

 
52,903

Provision for income taxes
8,650

 

 

 
8,650

 
5,873

 

 

 
5,873

Net income (loss)
64,807

 
(884
)
 

 
63,923

 
48,240

 
(1,210
)
 

 
47,030

Less: Net income (loss) attributable to noncontrolling interests - Artisan Partners Holdings
45,547

 

 

 
45,547

 
42,442

 

 

 
42,442

Less: Net income (loss) attributable to noncontrolling interests - Launch Equity

 
(884
)
 

 
(884
)
 

 
(1,210
)
 

 
(1,210
)
Net income attributable to Artisan Partners Asset Management Inc.
$
19,260

 
$

 
$

 
$
19,260

 
$
5,798

 
$

 
$

 
$
5,798


14


Condensed Consolidating Statements of Operations
 
Six Months Ended
 
June 30, 2014
 
June 30, 2013
 
Before
Consolidation
 
Launch Equity
 
Eliminations
 
As Reported
 
Before
Consolidation
 
Launch Equity
 
Eliminations
 
As Reported
Total revenues
$
410,538

 
$

 
$
(259
)
 
$
410,279

 
$
310,369

 
$

 
$
(213
)
 
$
310,156

Total operating expenses
262,561

 

 
(259
)
 
262,302

 
683,299

 

 
(213
)
 
683,086

Operating income (loss)
147,977

 

 

 
147,977

 
(372,930
)
 

 

 
(372,930
)
Non-operating income (loss)
(10,527
)
 

 

 
(10,527
)
 
27,319

 

 

 
27,319

Net gain (loss) of Launch Equity

 
(1,482
)
 

 
(1,482
)
 

 
3,569

 

 
3,569

Total non-operating income (loss)
(10,527
)
 
(1,482
)
 

 
(12,009
)
 
27,319

 
3,569

 

 
30,888

Income (loss) before income taxes
137,450

 
(1,482
)
 

 
135,968

 
(345,611
)
 
3,569

 

 
(342,042
)
Provision for income taxes
19,858

 

 

 
19,858

 
10,322

 

 

 
10,322

Net income (loss)
117,592

 
(1,482
)
 

 
116,110

 
(355,933
)
 
3,569

 

 
(352,364
)
Less: Net income (loss) attributable to noncontrolling interests - Artisan Partners Holdings
89,696

 

 

 
89,696

 
(364,681
)
 

 

 
(364,681
)
Less: Net income (loss) attributable to noncontrolling interests - Launch Equity

 
(1,482
)
 

 
(1,482
)
 

 
3,569

 

 
3,569

Net income attributable to Artisan Partners Asset Management Inc.
$
27,896

 
$

 
$

 
$
27,896

 
$
8,748

 
$

 
$

 
$
8,748

The carrying value of Launch Equity’s consolidated investments is also their fair value. Short and long positions on investment securities are valued based upon closing market prices of the security on the principal exchange on which they are traded. Investments in investment companies are valued at their respective net asset values on the valuation date. Short-term investments, other than repurchase agreements, maturing within sixty days from the valuation date are valued at amortized cost, which approximates market value. The following table presents the fair value hierarchy levels of investments and liabilities held by Launch Equity which are measured at fair value as of June 30, 2014 and December 31, 2013:
 
Assets and Liabilities at Fair Value:
 
Total
 
Level 1
 
Level 2
 
Level 3
June 30, 2014
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Investment securities – long position
$
49,813

 
$
49,813

 
$

 
$

Liabilities
 
 
 
 
 
 
 
Investment securities – short position
$
30,851

 
$
30,851

 
$

 
$

 
 
 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Investment securities – long position
$
63,364

 
$
63,364

 
$

 
$

Liabilities
 
 
 
 
 
 
 
Investment securities – short position
$
31,990

 
$
31,990

 
$

 
$


15


Note 9. Stockholders' Equity

APAM - Stockholders’ Equity
As of June 30, 2014 and December 31, 2013, APAM had the following authorized and outstanding equity:
 
 
 
Outstanding
 
 
 
 
 
Authorized
 
June 30, 2014
 
December 31, 2013
 
Voting Rights (1)
 
Economic Rights (2)
Common shares
 
 
 
 
 
 
 
 
 
Class A, par value $0.01 per share
500,000,000

 
31,141,608

 
19,807,436

 
1 vote per share
 
Proportionate
Class B, par value $0.01 per share
200,000,000

 
21,566,436

 
25,271,889

 
5 votes per share
 
None
Class C, par value $0.01 per share
400,000,000

 
18,817,775

 
25,206,554

 
1 vote per share
 
None
 
 
 
 
 
 
 
 
 
 
Preferred shares
 
 
 
 
 
 
 
 
 
Convertible preferred, par value $0.01 per share
15,000,000

 

 
1,198,128

 
1 vote per share
 
Proportionate
(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, 2014, Artisan’s employees held 1,616,969 shares of Class A common stock subject to the agreement and all 21,566,436 outstanding shares of Class B common stock.
(2) The holders of preferred units of Holdings were entitled to preferential distributions in the case of a partial capital event or upon dissolution of Holdings. In the case of any distributions on the preferred units, prior to paying any dividends on the Class A common stock, APAM was required to pay the holders of convertible preferred stock a dividend equal to the distribution APAM received in respect of the preferred units it held, net of taxes, if any.
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 ownership each holds in Holdings. APAM will fund dividends to its stockholders from its proportionate share of those distributions after provision for its taxes and other obligations. During the three and six months ended June 30, 2014, APAM paid dividends of $0.55 and $2.73, respectively, per share of outstanding Class A common stock and $0.81 and $3.81, respectively, per share of outstanding convertible preferred stock.
Class A Common Stock
During the six months ended June 30, 2014, APAM issued 11,334,172 shares of Class A common stock, in connection with the 2014 Follow-on Offering, H&F Conversion, Holdings Common Unit Exchange and restricted share award grants. APAM also granted a total of 8,670 restricted stock units with respect to Class A common stock to non-employee directors during the year-to-date period.
Each Class A, Class B, Class D and Class E 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 preferred units of Holdings (together with the corresponding shares of Class C common stock) were also exchangeable for Class A common stock generally on a one-for-one basis. APAM’s convertible preferred stock was convertible into Class A common stock generally on a one-for-one basis.
Class B Common Stock
In 2013, APAM issued shares of Class B common stock to employee-partners in amounts equal to the number of Class B common units those individuals held in Holdings. Upon termination of employment with Artisan, an employee-partner’s vested Class B common units are automatically exchanged for Class E common units; unvested Class B common units are forfeited. The employee-partner’s shares of Class B common stock are canceled and 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. The former employee-partner’s 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. As part of the 2014 Follow-on Offering, APAM canceled 3,705,453 shares of Class B common stock corresponding to the Class B common units APAM purchased.



16


Class C Common Stock
In 2013, APAM issued shares of Class C common stock to certain investors in Holdings in amounts equal to the number of units the investors held in Holdings. During the six months ended June 30, 2014, APAM canceled a total of 6,388,779 shares of Class C common stock in connection with the 2014 Follow-on Offering, H&F Conversion and Holdings Common Unit Exchange.
Convertible Preferred Stock
As part of the 2014 Follow-on Offering, APAM purchased 743,117 shares of convertible preferred stock and immediately canceled the shares. As part of the H&F Conversion, the remaining 455,011 outstanding shares of convertible preferred stock were converted into 455,011 shares of Class A common stock. There were no shares of convertible preferred stock outstanding as of June 30, 2014.
Artisan Partners Holdings - Partners’ Equity
Prior to the IPO Reorganization, Holdings was a private company. Holdings has several outstanding classes of partnership units held by investors.
Holdings makes cash distributions to the holders of its partnership units under the terms of the partnership agreement. 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 totaled $116.5 million and $20.4 million for the three months ended June 30, 2014 and 2013, respectively, and $248.1 million and $186.6 million for the six months ended June 30, 2014 and 2013, respectively. The portion of these distributions made prior to the IPO to the holders of Class B common units (which were classified as liability awards prior to the IPO) are reflected as compensation and benefits expense within the Unaudited Consolidated Statements of Operations and totaled $65.7 million for the six months ended June 30, 2013. The portion of these distributions made prior to the IPO to the other partners of Holdings and, after the IPO, to all partners are recorded to consolidated stockholders’ equity, with the exception of the portion of distributions made to APAM, which is eliminated upon consolidation. Holdings distributions to APAM totaled $42.3 million and $6.8 million for the three months ended June 30, 2014 and 2013, respectively, and $80.9 million and $6.8 million for the six months ended June 30, 2014 and 2013, respectively.
Note 10. Compensation and Benefits
Total compensation and benefits consists of the following:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Salaries, incentive compensation and benefits (1)
 
$
81,062


$
69,251

 
$
162,659


$
141,931

Restricted share compensation expense
 
4,233



 
8,491



Total salaries, incentive compensation and benefits
 
85,295

 
69,251

 
171,150

 
141,931

Pre-offering related compensation - share-based awards
 
16,166

 
23,851

 
39,803

 
357,082

Pre-offering related compensation - other
 

 

 

 
143,035

Total compensation and benefits
 
$
101,461

 
$
93,102

 
$
210,953

 
$
642,048

(1) Excluding restricted share compensation expense
Incentive compensation
Cash incentive compensation paid to members of Artisan’s portfolio management teams and members of its marketing and client service teams is based on a formula that is tied directly to revenues. These payments are made in the quarter following the quarter in which the incentive was earned with the exception of fourth quarter payments which are paid in the fourth quarter of the year. Cash incentive compensation paid to most other employees is discretionary and subjectively determined based on individual performance and Artisan’s overall results during the applicable year and has historically been paid in the fourth quarter of the year.

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Restricted shares
Pursuant to the 2013 Omnibus Incentive Compensation Plan, Artisan has issued restricted shares of Class A common stock to its employees and employees of its subsidiaries. The shares generally vest on a pro rata basis over five years. Unvested shares are subject to forfeiture upon termination of employment. Grantees receiving the awards are entitled to dividends on unvested and vested shares.
Compensation expense related to the restricted shares is recognized based on the estimated grant date fair value, for only those awards expected to vest, on a straight-line basis over the requisite service period of the award. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, based on actual forfeiture activity.
The following table summarizes the restricted share activity for the six months ended June 30, 2014:
 
 
Weighted-Average Grant Date Fair Value
 
Number of Awards
Unvested at December 31, 2013
 
$
52.36

 
1,575,157

Granted
 
$
71.59

 
41,812

Forfeited
 

 

Vested
 

 

Unvested at June 30, 2014
 
$
52.85

 
1,616,969

Compensation expense recognized related to the restricted shares was $4.2 million and $8.5 million for the three and six months ended June 30, 2014, respectively. The unrecognized compensation expense for the unvested restricted shares as of June 30, 2014 was $66.3 million with a weighted average recognition period of 4.1 years remaining.
Pre-offering related compensation consists of the following:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Change in value of Class B liability awards
 
$

 
$

 
$

 
$
41,942

Class B award modification expense
 

 

 

 
287,292

Amortization expense on pre-offering Class B awards
 
16,166

 
23,851

 
39,803

 
27,848

Pre-offering related compensation - share-based awards
 
16,166

 
23,851

 
39,803

 
357,082

 
 
 
 
 
 
 
 
 
Pre-offering related cash incentive compensation
 

 

 

 
56,788

Pre-offering related bonus make-whole compensation
 

 

 

 
20,520

Distributions on Class B liability awards
 

 

 

 
65,727

Pre-offering related compensation - other
 

 

 

 
143,035

Total pre-offering related compensation
 
$
16,166

 
$
23,851

 
$
39,803

 
$
500,117

Pre-offering related compensation - share-based awards
Historical Class B share-based awards
Holdings historically granted Class B share-based awards to certain employees. These awards vested over a period of five years. Prior to the IPO, all vested Class B awards were subject to mandatory redemption on termination of employment for any reason and were reflected as liabilities measured at fair value; unvested Class B awards were forfeited on termination of employment. The vested Class B liability awards of a terminated employee were historically redeemed in cash in annual installments, generally over the five years following termination of employment. The change in value of Class B liability awards and distributions to Class B limited partners were treated as compensation expense.



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Historical redemption of Class B awards
Holdings historically redeemed the Class B awards of partners whose employment was terminated. The redemption value of the awards was determined in accordance with the terms of the grant agreement pursuant to which the award was granted. The Class B awards of partners whose services to Holdings terminated prior to the IPO will be redeemed for payments totaling $18.8 million and $23.0 million as of June 30, 2014 and December 31, 2013, respectively. Payments of $0.8 million and $4.2 million were made for the three and six months ended June 30, 2014, respectively.
Modification of Class B share-based awards
As a part of the IPO Reorganization, the Class B grant agreements were amended to eliminate the cash redemption feature. The amendment is considered a modification under ASC 718 and the Class B awards have been classified as equity awards since such modification. As a result of the modification, Artisan recognized a non-recurring expense of $287.3 million based on the elimination of the redemption feature associated with the Class B awards recorded as the difference between the fair value and carrying value of the liability associated with the vested Class B common units immediately prior to the IPO. For any unvested Class B awards, Artisan will recognize recurring non-cash compensation charges over the remaining vesting period.
The following table summarizes the activity related to unvested Class B awards for the six months ended June 30, 2014:
 
Weighted-Average Grant Date Fair Value
 
Number of Class B Awards
Unvested Class B awards at January 1, 2014
$
30.00

 
7,249,842

Granted

 

Forfeited

 

Vested
$
30.00

 
(2,214,309
)
Unvested at June 30, 2014
$
30.00

 
5,035,533

The unrecognized compensation expense for the unvested Class B awards as of June 30, 2014, was $112.1 million with a weighted average recognition period of 2.6 years remaining.
Upon termination of employment with Artisan, an employee-partner’s vested Class B common units are automatically exchanged for Class E common units; unvested Class B common units are forfeited. The employee-partner’s shares of Class B common stock are canceled and 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. The former employee-partner’s 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.
Pre-offering related compensation - other
During the six months ended June 30, 2013, Artisan also incurred pre-offering related compensation charges of $56.8 million to pay cash incentive compensation to certain portfolio managers and $20.5 million representing profits after the IPO otherwise allocable and distributable, in the aggregate, to Holdings’ pre-IPO non-employee partners that instead was allocated and distributed to certain employee-partners. For the period between January 1, 2013 and the IPO, profits distributions totaling $65.7 million were made to Class B partners.
Note 11. Income Taxes and Related Payments
APAM is subject to U.S. federal and state income taxation on APAM’s allocable portion of the income of Holdings. APAM’s effective income tax rate was lower than the U.S. Federal statutory rate of 35% primarily due to a rate benefit attributable to the fact that approximately 61% of Holdings’ earnings are not subject to corporate level taxes. This favorable impact is partially offset by the impact of certain permanent items, primarily attributable to certain compensation related expenses that are not deductible for tax purposes. Prior to the IPO Reorganization, none of Holdings’ earnings were subject to U.S. corporate-level taxes.
In connection with the IPO, APAM entered into two tax receivable agreements (“TRAs”). Under the first TRA, APAM generally is required to pay to a private equity fund controlled by Hellman & Friedman LLC 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that APAM actually realizes (or is deemed to realize in certain circumstances) as a result of (i) the tax attributes of the preferred units APAM acquired in the merger of a wholly-owned subsidiary of the private equity fund into APAM in March 2013, (ii) net operating losses available as a result of the merger and (iii) tax benefits related to imputed interest.

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Under the second TRA, APAM generally is required to pay to current or former limited partners of Holdings 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that APAM actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain tax attributes of their partnership units sold to APAM or exchanged (for shares of Class A common stock or convertible preferred stock) and that are created as a result of the sales or exchanges and payments under the TRAs and (ii) tax benefits related to imputed interest. Under both agreements, APAM generally will retain the benefit of the remaining 15% of the applicable tax savings.
For purposes of the TRAs, cash savings in tax are calculated by comparing APAM’s actual income tax liability to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRAs, unless certain assumptions apply. The TRAs will continue in effect until all such tax benefits have been utilized or expired, unless APAM exercises its right to terminate the agreements or payments under the agreements are accelerated in the event that APAM materially breaches any of its material obligations under the agreements. The actual increase in tax basis, as well as the amount and timing of any payments under these agreements, will vary depending upon a number of factors, including the timing of exchanges by the holders of limited partnership units, the price of the Class A common stock or the value of the convertible preferred stock, as the case may be, at the time of the exchange, whether such exchanges are taxable, the amount and timing of the taxable income APAM generates in the future and the tax rate then applicable and the portion of APAM’s payments under the TRAs constituting imputed interest.
Payments under the TRAs, if any, will be made pro rata among all TRA counterparties entitled to payments on an annual basis to the extent APAM has sufficient taxable income to utilize the increased depreciation and amortization charges. Artisan expects to make payments under the TRAs, to the extent they are required, within 125 days after APAM’s federal income tax return is filed for each fiscal year. Interest on such payments will begin to accrue at a rate equal to one-year LIBOR plus 100 basis points from the due date (without extension) of such tax return.
Amounts payable under tax receivable agreements is an estimate which is impacted by factors, including but not limited to, expected tax rates, projected taxable income, and projected ownership levels. The payable was adjusted by $4.5 million for the three and six months ended June 30, 2014 due to changes in estimated future payments. The change in estimate is recorded in non-operating income in the Unaudited Consolidated Statements of Operations. The change in estimate also resulted in a discrete tax benefit, which reduced provision for income taxes by $4.5 million for the three and six months ended June 30, 2014.
The 2014 Follow-on Offering resulted in an increase to deferred tax assets and amounts payable under tax receivable agreements of $287.4 million and $244.3 million, respectively. The H&F Conversion and other exchanges during the three months ended June 30, 2014, resulted in an increase to deferred tax assets and amounts payable under tax receivable agreements of $63.7 million and $54.1 million, respectively. As of June 30, 2014, the deferred tax asset and amounts payable under tax receivable agreements were $530.9 million and $463.8 million, respectively. No amounts were paid under the TRAs during the six months ended June 30, 2014.
Components of the provision for income taxes consist of the following:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2014