10-Q 1 apam-2018x3x3110q.htm 10-Q Document

 


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 MARCH 31, 2018
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, 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. (Check one):
Large accelerated filer þ
 
 
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
 
 
 
Emerging growth company o

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. 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 April 27, 2018 were 53,936,262, 8,802,249 and 14,249,130, 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 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. These 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 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, 2017, filed with the SEC on February 21, 2018, which is 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.



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, 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 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.



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)
 
March 31,
2018
 
December 31,
2017
ASSETS
Cash and cash equivalents
$
200,831

 
$
137,286

Accounts receivable
74,758

 
76,693

Investment securities
5,298

 
4,978

Property and equipment, net
20,262

 
21,025

Deferred tax assets
440,383

 
429,212

Restricted cash
629

 
629

Prepaid expenses and other assets
12,295

 
13,364

Assets of consolidated investment products
 
 
 
Cash and cash equivalents
44,783

 
21,881

Accounts receivable and other
35,367

 
16,768

Investment assets, at fair value
119,577

 
115,319

Total assets
$
954,183

 
$
837,155

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
Accounts payable, accrued expenses, and other
$
24,515

 
$
23,019

Accrued incentive compensation
68,490

 
2,911

Borrowings
199,171

 
199,129

Amounts payable under tax receivable agreements
400,467

 
385,413

Liabilities of consolidated investment products
 
 
 
Accounts payable, accrued expenses, and other
27,213

 
8,180

Investment liabilities, at fair value
53,755

 
47,857

Total liabilities
773,611

 
666,509

Commitments and contingencies

 


Redeemable noncontrolling interests
81,652

 
62,581

Common stock
 
 
 
Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 53,483,634 and 50,463,126 shares outstanding at March 31, 2018 and December 31, 2017, respectively)
535

 
505

Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 9,707,506 and 11,922,192 shares outstanding at March 31, 2018 and December 31, 2017, respectively)
97

 
119

Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 13,796,501 and 13,184,527 shares outstanding at March 31, 2018 and December 31, 2017, respectively)
138

 
132

Additional paid-in capital
89,001

 
147,910

Retained earnings (deficit)
4,040

 
(37,870
)
Accumulated other comprehensive income (loss)
(739
)
 
(873
)
Total Artisan Partners Asset Management Inc. stockholders’ equity
93,072

 
109,923

Noncontrolling interest - Artisan Partners Holdings
5,848

 
(1,858
)
Total stockholders’ equity
98,920

 
108,065

Total liabilities, redeemable noncontrolling interests, and stockholders’ equity
$
954,183

 
$
837,155

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 March 31,
 
2018

2017
Revenues
 
 
 
Management fees
$
211,966

 
$
184,074

Performance fees
42

 

Total revenues
$
212,008

 
$
184,074

Operating Expenses
 
 
 
Compensation and benefits
 
 
 
Salaries, incentive compensation and benefits
105,224

 
93,249

Pre-offering related compensation - share-based awards

 
6,339

Total compensation and benefits
105,224

 
99,588

Distribution, servicing and marketing
7,009

 
7,374

Occupancy
3,925

 
3,506

Communication and technology
8,660

 
8,423

General and administrative
7,204

 
7,151

Total operating expenses
132,022

 
126,042

Total operating income
79,986

 
58,032

Non-operating income (loss)
 
 
 
Interest expense
(2,776
)
 
(2,881
)
Net investment gain (loss) of consolidated investment products
6,285

 

Net investment income
321

 
93

Other non-operating income (expense)
133

 
60

Total non-operating income (loss)
3,963

 
(2,728
)
Income before income taxes
83,949

 
55,304

Provision for income taxes
12,285

 
12,749

Net income before noncontrolling interests
71,664

 
42,555

Less: Net income attributable to noncontrolling interests - Artisan Partners Holdings
26,052

 
22,760

Less: Net income attributable to noncontrolling interests - consolidated investment products
4,338

 

Net income attributable to Artisan Partners Asset Management Inc.
$
41,274

 
$
19,795

 
 
 
 
Basic and diluted earnings per share
$
0.75

 
$
0.37

Basic and diluted weighted average number of common shares outstanding
47,360,438

 
41,019,598

Dividends declared per Class A common share
$
1.39

 
$
0.96


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

2


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Unaudited Consolidated Statements of Comprehensive Income
(U.S. dollars in thousands)
 
For the Three Months Ended March 31,
 
2018
 
2017
Net income before noncontrolling interests
$
71,664

 
$
42,555

Other comprehensive income (loss), net of tax
 
 
 
Unrealized gain (loss) on investment securities:
 
 
 
Unrealized gain (loss) on investment securities, net of tax of $0 and ($8), respectively

 
56

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

 
93

Net unrealized gain (loss) on investment securities

 
(37
)
Foreign currency translation gain (loss)
632

 
206

Total other comprehensive income (loss)
632

 
169

Comprehensive income
72,296

 
42,724

Comprehensive income attributable to noncontrolling interests - Artisan Partners Holdings
26,291

 
23,058

Comprehensive income attributable to noncontrolling interests - consolidated investment products
4,338

 

Comprehensive income attributable to Artisan Partners Asset Management Inc.
$
41,667

 
$
19,666


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

3


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Unaudited Consolidated Statements of Changes in StockholdersEquity
(U.S. dollars in thousands)
 
 
 
 
 
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 interest - Artisan Partners Holdings
Total stockholders’ equity
Redeemable non-controlling interest
Balance at January 1, 2018
$
505

$
119

$
132

$
147,910

$
(37,870
)
$
(873
)
$
(1,858
)
$
108,065

$
62,581

Net income




41,274


26,052

67,326

4,338

Other comprehensive income - foreign currency translation





429

203

632


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




358

(260
)

98


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



(383
)

(35
)
418



Amortization of equity-based compensation



10,043



4,357

14,400


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



3,271




3,271


Issuance of Class A common stock, net of issuance costs
6



21,293




21,299


Forfeitures and employee/partner terminations

(11
)
11







Issuance of restricted stock awards
15



(15
)





Employee net share settlement
(1
)


(1,210
)


(594
)
(1,805
)

Exchange of subsidiary equity
10

(5
)
(5
)






Purchase of equity and subsidiary equity

(6
)

(21,472
)



(21,478
)

Capital contributions








14,733

Distributions






(22,683
)
(22,683
)

Dividends



(70,436
)
278


(47
)
(70,205
)

Balance at March 31, 2018
$
535

$
97

$
138

$
89,001

$
4,040

$
(739
)
$
5,848

$
98,920

$
81,652

 
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 interest - Artisan Partners Holdings
Total stockholders’ equity
Balance at January 1, 2017
$
421

$
151

$
171

$
119,221

$
13,395

$
(1,648
)
$
(13,997
)
$
117,714

Net income




19,795


22,760

42,555

Other comprehensive income - foreign currency translation





126

80

206

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





(17
)
(19
)
(36
)
Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax



(1,274
)

(237
)
1,510

(1
)
Amortization of equity-based compensation



11,024



7,806

18,830

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



19,987




19,987

Issuance of Class A common stock, net of issuance costs
56



162,024




162,080

Issuance of restricted stock awards
13



(13
)




Employee net share settlement



(530
)


(400
)
(930
)
Exchange of subsidiary equity
2

(2
)






Purchase of equity and subsidiary equity

(21
)
(35
)
(162,438
)



(162,494
)
Distributions






(16,530
)
(16,530
)
Dividends



(21,036
)
(19,594
)

(42
)
(40,672
)
Balance at March 31, 2017
$
492

$
128

$
136

$
126,965

$
13,596

$
(1,776
)
$
1,168

$
140,709


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

4


ARTISAN PARTNERS ASSET MANAGEMENT INC.
Unaudited Consolidated Statements of Cash Flows
(U.S. dollars in thousands)
 
For the Three Months Ended March 31,
 
2018
 
2017
Cash flows from operating activities
 
 
 
Net income before noncontrolling interests
$
71,664

 
$
42,555

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
1,265

 
1,257

Deferred income taxes
7,252

 
9,657

Net investment income
(321
)
 
(93
)
Loss on disposal of property and equipment
5

 
14

Amortization of debt issuance costs
114

 
112

Share-based compensation
14,400

 
18,830

Net investment (gain) loss of consolidated investment products
(6,285
)
 

Purchase of investments by consolidated investment products
(332,365
)
 

Proceeds from sale of investments by consolidated investment products
339,686

 

Change in assets and liabilities resulting in an increase (decrease) in cash:
 
 
 
Accounts receivable
1,935

 
(3,661
)
Prepaid expenses and other assets
1,643

 
1,589

Accounts payable and accrued expenses
67,318

 
47,763

Class B liability awards

 
(506
)
Deferred lease obligations
(25
)
 
1,479

Net change in operating assets and liabilities of consolidated investment products
1,038

 

Net cash provided by operating activities
167,324

 
118,996

Cash flows from investing activities
 
 
 
Acquisition of property and equipment
(301
)
 
(353
)
Leasehold improvements
(528
)
 
(1,138
)
Proceeds from sale of investment securities

 
6,382

Purchase of investment securities

 
(250
)
Net cash provided by (used in) investing activities
(829
)
 
4,641

Cash flows from financing activities
 
 
 
Partnership distributions
(22,683
)
 
(16,530
)
Dividends paid
(70,205
)
 
(40,672
)
Net proceeds from issuance of common stock
21,478

 
162,494

Payment of costs directly associated with the issuance of Class A common stock
(88
)
 
(100
)
Purchase of equity and subsidiary equity
(21,478
)
 
(162,494
)
Taxes paid related to employee net share settlement
(1,805
)
 
(930
)
Capital contributions to consolidated investment products
14,733

 

Net cash used in financing activities
(80,048
)
 
(58,232
)
Net increase (decrease) in cash and cash equivalents
86,447

 
65,405

Cash, cash equivalents and restricted cash
 
 
 
Beginning of period
159,796

 
157,406

End of period
$
246,243

 
$
222,811

 
 
 
 
Cash, cash equivalents and restricted cash as of the end of the period
 
 
 
Cash and cash equivalents
$
200,831

 
$
222,182

Restricted cash
629

 
629

Cash and cash equivalents of consolidated investment products
44,783

 

Cash, cash equivalents and restricted cash
$
246,243

 
$
222,811

 
 
 
 
Supplementary information
 
 
 
Noncash activity:
 
 
 
Establishment of deferred tax assets
$
18,325

 
$
119,175

Establishment of amounts payable under tax receivable agreements
15,054

 
99,189


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

5


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. Nature of Business and Organization
Nature of Business
Artisan Partners Asset Management Inc. (“APAM”), through its subsidiaries, is an investment management firm focused on providing high-value added, active investment strategies to sophisticated clients globally. APAM and its subsidiaries are hereafter referred to collectively as “Artisan” or the “Company”.
Artisan’s autonomous investment teams manage a broad range of U.S., non-U.S. and global investment strategies that are diversified by asset class, market cap and investment style. Strategies are offered through multiple investment vehicles to accommodate a broad range of client mandates. Artisan offers its investment management services primarily to institutions and through intermediaries that operate with institutional-like decision-making processes and have long-term investment horizons.
Organization
On March 12, 2013, APAM completed its initial public offering (the “IPO”). APAM was formed for the purpose of becoming the general partner of Artisan Partners Holdings LP (“Artisan Partners Holdings” or “Holdings”) in connection with the IPO. Holdings is a holding company for the investment management business conducted under the name “Artisan Partners”. The reorganization (“IPO Reorganization”) established the necessary corporate structure to complete the IPO while at the same time preserving the ability of the firm to conduct operations through Holdings and its subsidiaries.
As 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 equity interests in Holdings held by the limited partners of Holdings. At March 31, 2018, APAM held approximately 69% of the equity ownership interest in Holdings.
Holdings, together with its wholly owned subsidiary, Artisan Investments GP LLC (“AIGP”), controls a 100% interest in Artisan Partners Limited Partnership (“APLP”), a multi-product investment management firm that is the principal operating subsidiary of Artisan Partners Holdings. APLP is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. APLP provides investment advisory services to separate accounts and pooled investment vehicles, including Artisan Partners Funds, Inc. (“Artisan Funds” or the “Funds”) and Artisan Partners Global Funds plc (“Artisan Global Funds”). Artisan Funds are a series of open-end, diversified mutual funds registered under the Investment Company Act of 1940, as amended. Artisan Global Funds is a family of Ireland-domiciled UCITS.
2018 Follow-On Offering
On February 27, 2018, APAM completed a registered offering of 644,424 shares of Class A common stock (the “2018 Follow-On Offering”) and utilized all of the proceeds to purchase an aggregate of 644,424 common units of Artisan Partners Holdings at a price per unit of $33.33. The offering and subsequent purchase of units had the following impact on the consolidated financial statements:
APAM received 644,424 GP units of Holdings, which increased APAM’s ownership interest in Holdings. See Note 7, “Noncontrolling interest - Holdings” for the financial statement impact of changes in ownership.
APAM’s purchase of common units of Holdings with the proceeds resulted in an increase to deferred tax assets and amounts payable under the tax receivable agreements. See Note 11, “Income Taxes and Related Payments”.
Holdings Unit Exchanges
Limited partners of Artisan Partners Holdings are entitled to exchange partnership units (along with a corresponding number of shares of Class B or C common stock of APAM) for shares of Class A common stock from time to time (the “Holdings Common Unit Exchanges”). The following partnership units were exchanged for APAM Class A common stock during the three months ended March 31, 2018:
 
Total Common Units Exchanged
Class A Common Units
Class B Common Units
Class E Common Units
Common units exchanged on March 1, 2018
958,288

499,222

449,066

10,000

The corresponding shares of APAM Class B and Class C common stock were immediately canceled upon exchange. The Holdings Common Unit Exchanges increased APAM’s equity ownership interest in Holdings and resulted in an increase to deferred tax assets and amounts payable under the tax receivable agreements. See Note 11, “Income Taxes and Related Payments”.

6


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.
Principles of consolidation
Artisan’s policy is to consolidate all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance requires an analysis to determine if an entity should be evaluated for consolidation using the voting interest entity (“VOE”) model or the variable interest entity (“VIE”) model. Under the VOE model, controlling financial interest is generally defined as a majority ownership of voting interests. Under the VIE model, controlling financial interest is defined as (i) the power to direct activities that most significantly impact the economic performance of the entity and (ii) the right to receive potentially significant benefits or the obligation to absorb potentially significant losses. Artisan generally consolidates VIEs in which it meets the power criteria and holds an equity ownership interest of greater than 10%. The consolidated financial statements include the accounts of APAM and all subsidiaries or other entities in which APAM has a direct or indirect controlling financial interest. All material intercompany balances have been eliminated in consolidation.
Artisan serves as the investment adviser to Artisan Funds, Artisan Global Funds and other investment products, including Artisan sponsored private funds. Artisan Funds and Artisan Global Funds are corporate entities the business and affairs of which are managed by their respective boards of directors. The shareholders of the funds retain voting rights, including rights to elect and reelect members of their respective boards of directors. Each series of Artisan Funds is a VOE and is separately evaluated for consolidation under the VOE model. The shareholders of Artisan Global Funds lack simple majority liquidation rights, and as a result, each sub-fund of Artisan Global Funds is evaluated for consolidation under the VIE model. Artisan sponsored privately offered funds are also evaluated for consolidation under the VIE model because third-party equity holders of the funds generally lack the ability to divest Artisan of its control of the funds.
From time to time, the Company makes investments in Artisan Funds, Artisan Global Funds, and Artisan sponsored private funds. If the investment results in a controlling financial interest, APAM consolidates the fund, and the underlying activity of the entire fund is included in Artisan’s Consolidated Financial Statements. As of March 31, 2018, Artisan has a controlling financial interest in two sub-funds of Artisan Global Funds and certain privately offered funds and, as a result, these funds are included in Artisan’s Consolidated Financial Statements. Because these consolidated investment products meet the definition of investment companies under U.S. GAAP, Artisan has retained the specialized industry accounting principles for investment companies in its Consolidated Financial Statements. See Note 6, “Variable Interest Entities and Consolidated Investment Products” for additional details.
Recent accounting pronouncements
Accounting standards adopted as of January 1, 2018
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes existing accounting standards for revenue recognition and creates a single framework. The guidance also changes the accounting for certain costs to obtain or fulfill a contract. The Company adopted ASU 2014-09 as of January 1, 2018, utilizing the modified retrospective method. There was no cumulative effect adjustment of applying the new revenue standard and the comparative information has not been restated. There are no significant differences between the reported results under the revenue standard and what would have been reported under the previous revenue guidance, other than the disclosures included in Note 9, ”Revenue From Contracts with Customers”. The Company expects the impact of adopting the new revenue standard to be immaterial to its results on an ongoing basis.


7


The application of ASU 2014-09 had no impact on the Consolidated Statement of Financial Condition as of March 31, 2018, as compared to the previous revenue recognition standard. The application of the new principal versus agent guidance resulted in presentation changes whereby certain costs are now reported on a gross basis, when the Company is acting as principal, and reported on a net basis, when the Company is acting as an agent. The new standard requires the entire amount of fee waivers and expense reimbursements to be presented net against revenue, which resulted in an $11 thousand decrease in management fee revenue and a corresponding $11 thousand decrease in general and administrative expenses within the Consolidated Statements of Operations for the three months ended March 31, 2018. Applying ASU 2014-09 had no impact to operating income or net income, as compared to applying the previous revenue recognition standard. Artisan did not apply any of the practical expedients in ASU 2014-09.
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income. The Company adopted ASU 2016-01 as of January 1, 2018, utilizing the modified retrospective method. Upon adoption, the Company made a cumulative-effect adjustment to the Company’s Consolidated Statements of Financial Condition, which resulted in a $0.4 million decrease to accumulated other comprehensive income (loss) and a corresponding $0.4 million increase to retained earnings (deficit). The application of ASU 2016-01 results in the recognition of the Company’s unrealized gains (losses) on investment securities through net income. The Company recognized $0.3 million of unrealized gains in net income for the three months ended March 31, 2018.
In November 2016, the FASB issued ASU 2016-18, Restricted Cash, to clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. Restricted cash and restricted cash equivalents, including cash of consolidated investment products, is required to be included in cash and cash-equivalent balances in the statement of cash flows. The guidance is effective as of January 1, 2018, and requires retrospective application to all periods presented. The Consolidated Statements of Cash Flows includes a reconciliation to the line items on the Consolidated Statements of Financial Condition.
Accounting standards not yet adopted
In February 2016, the FASB issued ASU 2016-02, Leases, which introduces a lessee model that brings most leases on the balance sheet. The new guidance will be effective on January 1, 2019 and will require a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of adoption on its Consolidated Financial Statements. The standard is expected to result in a significant increase in total assets and total liabilities, but will not have a significant impact on the Consolidated Statements of Operations.
Note 3. Investment Securities
The disclosures below include details of Artisan’s investments, excluding money market funds and consolidated investment products. Investments held by consolidated investment products are described in Note 6, “Variable Interest Entities and Consolidated Investment Products”. Artisan’s investment securities as of December 31, 2017 consisted of the following:
 
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
December 31, 2017
 
 
 
 
 
 
 
Mutual funds
$
4,361

 
$
617

 
$

 
$
4,978

Artisan’s investments in mutual funds consist of investments in shares of Artisan Funds and Artisan Global Funds.
As of January 1, 2018, the Company adopted ASU 2016-01, which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income. As a result, the Company made a cumulative-effect adjustment to reclassify $0.4 million of unrealized gains attributable to APAM from accumulated other comprehensive income (loss) to retained earnings (deficit). The remaining $0.2 million of unrealized gains as of January 1, 2018 were attributable to noncontrolling interests. Effective January 1, 2018, unrealized gains and losses are recorded to net investment income in the statement of operations.
The table below presents the Company’s unrealized gains and losses for the specified period that relate to investment securities held as of March 31, 2018.
 
For the three months ended March 31,
 
2018
Net gains (losses) recognized on investment securities
$
321

Less: Net realized gains (losses) recognized on investment securities sold during the period
$

Unrealized gains (losses) recognized on investment securities held as of the end of the period
$
321


8


Note 4. Fair Value Measurements
The table below presents information about Artisan’s assets and liabilities that are measured at fair value and the valuation techniques Artisan utilized to determine such fair value. The financial instruments held by consolidated investment products are excluded from the table below and are presented in Note 6, “Variable Interest Entities and Consolidated Investment Products”.
In accordance with ASC 820, fair value is defined as the price that Artisan would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. The following three-tier fair value hierarchy prioritizes the inputs used in measuring fair value:
Level 1 – Observable inputs such as quoted (unadjusted) market prices in active markets for identical securities.
Level 2 – Other significant observable inputs (including but not limited to quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including Artisan’s own assumptions in determining fair value).
The following provides the hierarchy of inputs used to derive fair value of Artisan’s assets and liabilities that are financial instruments as of March 31, 2018 and December 31, 2017:
 
Assets and Liabilities at Fair Value
 
Total
 
Level 1
 
Level 2
 
Level 3
March 31, 2018
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Money market funds
$
68,823

 
$
68,823

 
$

 
$

Mutual funds
5,298

 
5,298

 

 

 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Money market funds
$
26,727

 
$
26,727

 
$

 
$

Mutual funds
4,978

 
4,978

 

 

Fair values determined based on Level 1 inputs utilize quoted market prices for identical assets. Level 1 assets generally consist of money market funds, open-end mutual funds and UCITS funds. Cash maintained in demand deposit accounts is excluded from the table above.
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 months ended March 31, 2018 and 2017.
Note 5. Borrowings
Artisan’s borrowings consist of the following as of March 31, 2018 and December 31, 2017:
 
Maturity
 
Outstanding Balance
 
Interest Rate Per Annum
Revolving credit agreement
August 2022
 
$

 
NA

Senior notes
 
 
 
 
 
Series B
August 2019
 
50,000

 
5.32
%
Series C
August 2022
 
90,000

 
5.82
%
Series D
August 2025
 
60,000

 
4.29
%
Total borrowings
 
 
$
200,000

 
 
The fair value of borrowings was approximately $204.9 million as of March 31, 2018. 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”.
Interest expense incurred on the unsecured notes and revolving credit agreement was $2.7 million and $2.8 million for the three months ended March 31, 2018 and 2017, respectively.

9


As of March 31, 2018, the aggregate maturities of debt obligations, based on their contractual terms, are as follows:
2018
$

2019
50,000

2020

2021

2022
90,000

Thereafter
60,000

Total
$
200,000

Note 6. Variable Interest Entities and Consolidated Investment Products
Artisan serves as the investment adviser for various types of investment products, consisting of both VIEs and VOEs. Artisan consolidates an investment product if it has a controlling financial interest in the entity. Any such entities are collectively referred to herein as consolidated investment products or CIPs.
As of March 31, 2018, Artisan is considered to be the primary beneficiary of two sub-funds of Artisan Global Funds and certain Artisan sponsored private funds related to two investment strategies for which it serves as investment manager. As of March 31, 2018, Artisan’s direct equity investment in the consolidated investment products was $37.1 million.
Artisan’s maximum exposure to loss in connection with the assets and liabilities of CIPs is limited to its direct equity investment, while the potential benefit is limited to the management fee and incentive allocation received and the return on its equity investment. With the exception of Artisan’s direct equity investment, the assets of CIPs are not available to Artisan’s creditors, nor are they available to Artisan for general corporate purposes. In addition, third-party investors in the CIPs have no recourse to the general credit of the Company.
Artisan earned management fees of $45 thousand from CIPs during the three months ended March 31, 2018. No management fees were earned from CIPs during the three months ended March 31, 2017. No incentive allocation revenue was recognized during the three months ended March 31, 2018 and 2017. Management fees and incentive allocations earned from CIPs are eliminated from revenue upon consolidation.
Third-party investors’ ownership interest in CIPs is presented as redeemable noncontrolling interest in the Unaudited Consolidated Statements of Financial Condition as third-party investors have the right to withdraw their capital, subject to certain conditions. Net income attributable to third-party investors is reported as net income attributable to noncontrolling interests - consolidated investment products in the Unaudited Consolidated Statement of Operations.
Fair Value Measurements - Consolidated Investment Products
The carrying value of CIPs’ investments is also their fair value. Short and long positions on equity securities are valued based upon closing prices of the security on the exchange or market designated by the accounting agent or pricing vendor as the principal exchange. The closing price may represent last sale price, official closing price, a closing auction or other information depending on market convention. Short and long positions on fixed income instruments are valued at market value. Market values are generally evaluations based on the judgment of pricing vendors, which may consider, among other factors, the prices at which securities actually trade, broker-dealer quotations, pricing formulas, estimates of market values obtained from yield data relating to investments or securities with similar characteristics and/or discounted cash flow models that might be applicable.

10


The following tables present the fair value hierarchy levels of assets and liabilities held by CIPs measured at fair value as of March 31, 2018 and December 31, 2017.
 
Assets and Liabilities at Fair Value
 
Total
 
Level 1
 
Level 2
 
Level 3
March 31, 2018
 
 
 
 
 
 

Assets
 
 
 
 
 
 
 
Money market funds
$
39,750

 
$
39,750

 
$

 
$

Equity securities - long position
75,743

 
74,394

 
1,349

 

Fixed income instruments - long position
41,808

 

 
41,808

 

Derivative assets
1,961

 
721

 
1,240

 

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Equity securities - short position
$
35,444

 
$
35,444

 
$

 
$

Fixed income instruments - short position
17,909

 

 
17,909

 

Derivative liabilities
402

 
94

 
308

 

 
Assets and Liabilities at Fair Value
 
Total
 
Level 1
 
Level 2
 
Level 3
December 31, 2017
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Money market funds
$
21,881

 
$
21,881

 
$

 
$

Equity securities - long position
69,044

 
69,044

 

 

Fixed income instruments - long position
45,758

 

 
45,758

 

Derivative assets
343

 
303

 
40

 

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Equity securities - short position
$
29,199

 
$
29,199

 
$

 
$

Fixed income instruments - short position
18,513

 

 
18,513

 

Derivative liabilities
145

 
45

 
100

 

CIP balances included in the Company’s Consolidated Statements of Financial Condition were as follows:
 
March 31, 2018
 
December 31, 2017
Net CIP assets included in the table above
$
105,507

 
$
89,169

Net CIP assets not included in the table above
13,252

 
8,762

Net CIP assets
118,759

 
97,931

Less: redeemable noncontrolling interest
81,652

 
62,581

Artisan’s direct equity investment in CIPs
$
37,107

 
$
35,350

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment’s valuation changes. Artisan’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. During the three months ended March 31, 2018, the Company had transfers from Level 1 to Level 2 of $0.6 million. There were no transfers into Level 1 from Level 2, or into or out of Level 3 during the three months ended March 31, 2018.

11


Note 7. Noncontrolling interest - Holdings
Net income attributable to noncontrolling interests - Artisan Partners Holdings in the Unaudited Consolidated Statements of Operations represents the portion of earnings or loss attributable to the equity ownership interests in Holdings held by the limited partners of Holdings. As of March 31, 2018, APAM held approximately 69% of the equity ownership interests in Holdings.
In order to maintain the one-to-one correspondence of the number of Holdings partnership units and APAM common shares, Holdings will issue one general partner (“GP”) unit to APAM for each share of Class A common stock issued by APAM. For the three months ended March 31, 2018, APAM’s equity ownership interest in Holdings has increased as a result of the following transactions:
 
Holdings GP Units
Limited Partnership Units
Total
APAM Ownership %
Balance at December 31, 2017
50,463,126

25,106,719

75,569,845

67
 %
2018 Follow-On Offering
644,424

(644,424
)

1
 %
Holdings Common Unit Exchanges
958,288

(958,288
)

1
 %
Issuance of APAM Restricted Shares
1,510,570


1,510,570

1
 %
Restricted Share Award Net Share Settlement
(53,986
)

(53,986
)
(1
)%
Forfeitures of Holdings GP Units from Employee Terminations (1)
(38,788
)

(38,788
)
 %
Balance at March 31, 2018
53,483,634

23,504,007

76,987,641

69
 %
(1) The impact of the transaction on APAM’s ownership percentage was less than 1%.
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.
The reallocation of equity had the following impact on the Unaudited Condensed Consolidated Statements of Financial Condition:
Statement of Financial Condition
For the Three Months Ended March 31,
2018
 
2017
Additional paid-in capital
$
(383
)
 
$
(1,274
)
Noncontrolling interest - Artisan Partners Holdings
418

 
1,510

Accumulated other comprehensive income (loss)
(35
)
 
(236
)
Net impact to financial condition

 

In addition to the reallocation of historical equity, the change in ownership resulted in an increase to deferred tax assets and additional paid-in capital of $0.6 million for the three months ended March 31, 2018 and $2.5 million for the three months ended March 31, 2017.

12


Note 8. Stockholders’ Equity
APAM - Stockholders’ Equity
As of March 31, 2018 and December 31, 2017, APAM had the following authorized and outstanding equity:
 
 
 
Outstanding
 
 
 
 
 
Authorized
 
March 31, 2018
 
December 31, 2017
 
Voting Rights (1)
 
Economic Rights
Common shares
 
 
 
 
 
 
 
 
 
Class A, par value $0.01 per share
500,000,000

 
53,483,634

 
50,463,126

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

 
9,707,506

 
11,922,192

 
1 vote per share(2)
 
None
Class C, par value $0.01 per share
400,000,000

 
13,796,501

 
13,184,527

 
1 vote per share
 
None
(1) The Company’s employees to whom Artisan has granted equity have entered into a stockholders agreement with respect to all shares of APAM common stock they have acquired from the Company and any shares they may acquire from the Company in the future, pursuant to which they granted an irrevocable voting proxy to a Stockholders Committee. As of March 31, 2018, Artisan’s employees held 5,057,963 restricted shares of Class A common stock subject to the agreement and all 9,707,506 outstanding shares of Class B common stock.
(2) On February 9, 2018, the Class B common shares changed from five votes per share to one vote per share.
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. APAM declared and paid the following dividends per share during the three months ended March 31, 2018 and 2017:
Type of Dividend
 
Class of Stock
 
For the Three Months Ended March 31,
 
 
 
 
2018
 
2017
Quarterly
 
Class A Common
 
$
0.60


$
0.60

Special Annual
 
Class A Common
 
$
0.79


$
0.36

The following table summarizes APAM’s stock transactions for the three months ended March 31, 2018:
 
Total Stock Outstanding
Class A Common Stock(1)
Class B Common Stock
Class C Common Stock
Balance at December 31, 2017
75,569,845

50,463,126

11,922,192

13,184,527

2018 Follow-On Offering

644,424

(644,424
)

Holdings Common Unit Exchanges

958,288

(449,066
)
(509,222
)
Restricted Share Award Grants
1,510,570

1,510,570



Restricted Share Award Net Share Settlement
(53,986
)
(53,986
)


Employee/Partner Terminations
(38,788
)
(38,788
)
(1,121,196
)
1,121,196

Balance at March 31, 2018
76,987,641

53,483,634

9,707,506

13,796,501

(1) There were 246,581 and 218,089 restricted stock units outstanding at March 31, 2018 and December 31, 2017, respectively. Restricted stock units are not reflected in the table because they are not considered outstanding or issued stock.
Each Class A, Class B, Class D and Class E common unit of Holdings (together with the corresponding share of Class B or Class C common stock) is exchangeable for one share of Class A common stock. The corresponding shares of Class B and Class C common stock are immediately canceled upon any such exchange.
Upon termination of employment with Artisan, an employee-partner’s Class B common units are exchanged for Class E common units and the corresponding shares of Class B common stock are canceled. APAM issues the former employee-partner a number of shares of Class C common stock equal to the former employee-partner’s number of Class E common units. Class E common units are exchangeable for Class A common stock subject to the same restrictions and limitations on exchange applicable to the other common units of Holdings.

13


Artisan Partners Holdings - Partners’ Equity
Holdings makes distributions of its net income to the holders of its partnership units for income taxes as required under the terms of the partnership agreement and also makes additional distributions under the terms of the partnership agreement. The distributions are recorded in the financial statements on the declaration date, or on the payment date in lieu of a declaration date. Holdings’ partnership distributions for the three months ended March 31, 2018 and 2017, were as follows:
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
Holdings Partnership Distributions to Limited Partners
 
$
22,683

 
$
16,530

Holdings Partnership Distributions to APAM
 
45,593

 
21,633

Total Holdings Partnership Distributions
 
$
68,276

 
$
38,163

The distributions are recorded as a reduction to consolidated stockholders’ equity, with the exception of distributions made to APAM, which are eliminated upon consolidation.
Note 9. Revenue From Contracts with Customers
Artisan’s revenue is derived from contracts with customers in the form of investment management fees, performance-based fees and incentive allocations.
Investment Management Fees
Investment management fees are generally computed as a percentage of assets under management and are recognized as revenue at the end of each distinct service period. Fees for providing investment advisory services are computed and billed in accordance with the underlying investment management agreements, which is generally on a monthly or quarterly basis. Investment management fees are presented net of cash rebates and fees waived pursuant to contractual expense limitations of certain funds or voluntary waivers.
Performance Fees
A number of investment management agreements provide for performance-based fees or incentive allocations, collectively “performance fees”. Performance fees, if earned, are recognized upon completion of the contractually determined measurement period, which is generally quarterly or annually. Performance fees are not subject to claw back as a result of performance declines subsequent to the most recent measurement date.
Revenue Recognition
Artisan accounts for asset management services as a single performance obligation that is satisfied over time, using a time-based measure of progress to recognize revenue. Customer consideration is variable due to the uncertainty of the value of assets under management during each distinct service period. At the end of each quarter, Artisan records revenue for the actual amount of investment management fees earned for that quarter because the uncertainty has been resolved.
Performance fees are subject to the uncertainty of market volatility, and as a result, the entire amount of the variable consideration related to performance fees is constrained until the end of each measurement period. At the end of the quarterly or annual measurement period, revenue is recorded for the actual amount of performance fees earned during that period because the uncertainty has been resolved. For performance fees with annual measurement periods, revenue recognized in the current quarter relates to performance obligations that were partially satisfied in prior periods. Artisan recognized performance fee revenues of $42 thousand during the three months ended March 31, 2018. No performance fee revenue was recognized during the three months ended March 31, 2017.
Customer Rebates, Waivers and Expense Reimbursements
Artisan has contractually agreed to waive its investment management fees or reimburse for expenses incurred to the extent necessary to limit annualized ordinary operating expenses incurred by certain funds to not more than a fixed percentage of the funds’ average daily net assets. Artisan may also contractually agree to pay fee rebates to certain clients. Artisan accounts for all waivers, reimbursements, and rebates as a reduction of the transaction price (and, hence, of revenue) because the billing adjustments and payments represent consideration payable to customers, and Artisan does not receive any distinct goods or services from the customers in exchange.

14


Disaggregated Revenue
The following table presents a disaggregation of revenue by type and vehicle for the three months ended March 31, 2018 and 2017.
 
For the three months ended March 31,
 
2018
 
2017
 
 
 
 
Management fees
 
 
 
   Artisan Funds
$
125,253

 
$
110,574

   Artisan Global Funds
8,522

 
6,810

   Separate accounts(1)
78,191

 
66,690

Performance fees
 
 
 
   Separate accounts(1)
42

 

Total revenues
$
212,008

 
$
184,074

(1) Separate account revenue consists of management fees and performance fees from vehicles other than Artisan Funds or Artisan Global Funds. Separate account revenue includes fees earned from traditional separate accounts and privately offered funds, as well as fees earned from Artisan-branded collective investment trusts and funds (both public and private) that Artisan sub-advises. All management fees and performance fees from privately offered funds were eliminated upon consolidation and therefore are omitted from this table.
The following table presents the balances of receivables related to contracts with customers.

 
As of March 31, 2018
 
As of December 31, 2017
Customer
 
 
 
   Artisan Funds
$

 
$
4

   Artisan Global Funds
2,642

 
5,105

   Separate accounts
68,813

 
68,019

Total receivables from contracts with customers
$
71,455

 
$
73,128

Other receivables
3,303

 
3,565

Accounts receivable
$
74,758

 
$
76,693

Artisan Funds and Artisan Global Funds are billed on the last day of each month. Artisan Funds makes payments on the same day the invoice is received and Artisan Global Funds generally makes payments in the month following receipt of the invoice. Separate account clients are generally billed on a monthly or quarterly basis, with payments due within 30 days of billing.
Artisan had no contract assets or liabilities from contracts with customers as of March 31, 2018 or December 31, 2017.
Note 10. Compensation and Benefits
Total compensation and benefits consists of the following:
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
Salaries, incentive compensation and benefits (1)
 
$
91,381


$
81,482

Restricted share-based award compensation expense
 
13,843


11,767

Total salaries, incentive compensation and benefits
 
105,224

 
93,249

Pre-offering related compensation - share-based awards
 

 
6,339

Total compensation and benefits
 
$
105,224

 
$
99,588

(1) Excluding restricted share-based award compensation expense

15


Incentive compensation
Cash incentive compensation paid to members of Artisan’s investment teams and members of its distribution teams is generally based on formulas that are 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 is generally paid on an annual basis.
Restricted share-based awards
Artisan has registered 14,000,000 shares of Class A common stock for issuance under the 2013 Omnibus Incentive Compensation Plan (the “Plan”). Pursuant to the Plan, APAM has granted a combination of restricted stock awards and restricted stock units (collectively referred to as “restricted share-based awards”) of Class A common stock to employees. The restricted share-based awards generally vest on a pro rata basis over five years. Certain share-based awards will vest upon a combination of both (1) pro-rata annual time vesting and (2) qualifying retirement (as defined in the award agreements).
Unvested awards are subject to forfeiture upon termination of employment. Grantees receiving the awards are entitled to dividends on unvested and vested shares and units. 6,525,686 shares of Class A common stock were reserved and available for issuance under the Plan as of March 31, 2018.
During the three months ended March 31, 2018, Artisan granted 1,510,570 restricted stock awards and 1,250 restricted stock units of Class A common stock to employees of the Company. Total compensation expense associated with the 2018 grants is expected to be approximately $59.5 million. Compensation expense related to the restricted share-based awards is recognized based on the estimated grant date fair value on a straight-line basis over the requisite service period of the award. The initial requisite service period is generally five years for restricted share-based awards.
The Company’s accounting policy is to record the impact of forfeitures when they occur. The following table summarizes the restricted share-based award activity for the three months ended March 31, 2018:
 
 
Weighted-Average Grant Date Fair Value
 
Number of Awards
Unvested at January 1, 2018
 
$
38.79

 
4,013,986

Granted
 
39.35

 
1,511,820

Forfeited
 
38.62

 
(38,788
)
Vested
 
32.92

 
(325,930
)
Unvested at March 31, 2018
 
$
39.33

 
5,161,088

Compensation expense recognized related to the restricted share-based awards was $13.8 million and $11.8 million for the three months ended March 31, 2018 and 2017, respectively. The unrecognized compensation expense for the unvested awards as of March 31, 2018 was $142.1 million with a weighted average recognition period of 3.7 years remaining.
During the three months ended March 31, 2018, the Company withheld a total of 53,986 restricted shares as a result of net share settlements to satisfy employee tax withholding obligations. The Company paid $1.8 million in employee tax withholding obligations related to these settlements during the three months ended March 31, 2018. These net share settlements had the effect of shares repurchased and retired by the Company, as they reduced the number of shares outstanding.
Pre-offering related compensation - share-based awards
Prior to the IPO, Holdings granted Class B share-based awards to certain employees. These awards vested over a period of five years and became fully vested on July 1, 2017. Compensation expense recognized related to the Class B awards was $6.3 million for the three months ended March 31, 2017.
Note 11. Income Taxes and Related Payments
APAM is subject to U.S. federal, state and local income taxation on APAM’s allocable portion of Holdings’ income. APAM’s effective income tax rate was lower than the U.S. federal statutory rate of 21% primarily due to a rate benefit attributable to the fact that, for the three months ended March 31, 2018, approximately 33% of Artisan Partners Holdings’ full year projected taxable earnings were attributable to other partners and not subject to corporate-level taxes. The effective tax rate was also lower than the statutory rate due to dividends paid on unvested share-based awards during the quarter.
The Tax Cuts and Jobs Act (“Tax Reform”) was enacted in December 2017. As a result of Tax Reform, the U.S. federal corporate tax rate decreased from 35% to 21%, which was the largest driver of lowering APAM’s effective tax rate from 23.1% for three months ended March 31, 2017 to 14.6% for the three months ended March 31, 2018.

16


Components of the provision for income taxes consist of the following:
 
For the Three Months Ended March 31,
 
2018
 
2017
Current:
 
 
 
Federal
$
4,149

 
$
2,623

State and local
767

 
361

Foreign
117

 
108

Total
5,033

 
3,092

Deferred:
 
 
 
Federal
6,480

 
9,135

State and local
772

 
522

Total
7,252

 
9,657

Income tax expense
$
12,285

 
$
12,749

In connection with the IPO, APAM entered into two tax receivable agreements (“TRAs”). The first TRA generally provides for the payment by APAM to a private equity fund (the “Pre-H&F Corp Merger Shareholder”) of 85% of the applicable cash savings, if any, of U.S. federal, state and local income taxes 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 Pre-H&F Corp Merger Shareholder into APAM in March 2013, (ii) net operating losses available as a result of the merger and (iii) tax benefits related to imputed interest.
The second TRA generally provides for the payment by APAM to current or former limited partners of Holdings of 85% of the applicable cash savings, if any, of U.S. federal, state and local income taxes 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, convertible preferred stock or other consideration) and that are created as a result of such 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 of income taxes 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 sales or exchanges by the holders of limited partnership units, the price of the Class A common stock at the time of such sales or exchanges, whether such sales or 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 or depreciable basis or amortizable basis.
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 and imputed interest deductions. Artisan expects to make one or more payments under the TRAs, to the extent they are required, prior to or within 125 days after APAM’s U.S. federal income tax return is filed for each fiscal year. Interest on the TRA payments will accrue at a rate equal to one-year LIBOR plus 100 basis points from the due date (without extension) of such tax return until such payments are made.
Amounts payable under tax receivable agreements are estimates which may be impacted by factors, including but not limited to, expected tax rates, projected taxable income, and projected ownership levels and are subject to change. Changes in the estimates of amounts payable under tax receivable agreements are recorded as non-operating income (loss) in the Consolidated Statements of Operations.

17


The change in the Company’s deferred tax assets related to the tax benefits described above and the change in corresponding amounts payable under the TRAs for the three months ended March 31, 2018 is summarized as follows:
 
Deferred Tax Asset - Amortizable basis
 
Amounts payable under tax receivable agreements
December 31, 2017
$
410,690

 
$
385,413

2018 Follow-On Offering
7,687

 
6,534

2018 Holdings Common Unit Exchanges
10,023

 
8,520

Amortization
(7,314
)
 

March 31, 2018
$
421,086

 
$
400,467

Net deferred tax assets comprise the following:
 
As of March 31, 2018
 
As of December 31, 2017
Deferred tax assets:
 
 
 
Amortizable basis (1)
$
421,086

 
$
410,690

Other (2)
19,297

 
18,522

Total deferred tax assets
440,383

 
429,212

Less: valuation allowance (3)

 

Net deferred tax assets
$
440,383

 
$
429,212

(1) Represents the unamortized step-up of tax basis and other tax attributes from the merger and partnership unit sales and exchanges described above. These future tax benefits are subject to the TRA agreements.
(2) Represents the net deferred tax assets associated with the merger described above and other miscellaneous deferred tax assets. These future tax benefits are not subject to the TRA agreements.
(3) Artisan assessed whether the deferred tax assets would be realizable and determined based on its history of taxable income that the benefits would more likely than not be realized. Accordingly, no valuation allowance is required.
Accounting standards establish a minimum threshold for recognizing, and a system for measuring, the benefits of income tax return positions in financial statements. There were no uncertain tax positions recorded as of March 31, 2018 and December 31, 2017.
In the normal course of business, Artisan is subject to examination by federal and certain state, local and foreign tax regulators. As of March 31, 2018, U.S. federal income tax returns for the years 2014 through 2016 are open and therefore subject to examination. State and local tax returns are generally subject to examination from 2013 to 2016. Foreign tax returns are generally subject to examination from 2013 to 2016.
Note 12. Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss), net of tax, in the accompanying Condensed Consolidated Statements of Financial Condition represents the portion of accumulated other comprehensive income attributable to APAM, and consists of the following:
 
As of March 31, 2018
 
As of December 31, 2017
Unrealized gain on investments, net of tax
$

 
$
259

Foreign currency translation gain (loss)
(739
)
 
(1,132
)
Accumulated Other Comprehensive Income (Loss)
$
(739
)
 
$
(873
)
Comprehensive income (loss) attributable to noncontrolling interests - Artisan Partners Holdings in the Consolidated Statements of Comprehensive Income (Loss) represents the portion of comprehensive income (loss) attributable to the equity ownership interests in Holdings held by the limited partners of Holdings.

18


Note 13. Earnings Per Share
Basic earnings per share is computed under the two-class method by dividing income available to Class A common stockholders by the weighted average number of Class A common shares outstanding during the period. Unvested restricted share-based awards are excluded from the number of Class A common shares outstanding for the basic earnings per share calculation because the shares have not yet been earned by employees. Income available to Class A common stockholders is computed by reducing net income attributable to APAM by earnings (distributed and undistributed) allocated to participating securities, according to their respective rights to participate in those earnings. Unvested share-based awards are participating securities because the awards include non-forfeitable dividend rights during the vesting period. Class B and Class C common shares do not share in profits of APAM and therefore are not reflected in the calculations.
The computation of basic and diluted earnings per share under the two-class method for the three months ended March 31, 2018 and 2017 were as follows:
 
For the Three Months Ended March 31,
Basic and Diluted Earnings Per Share
2018
 
2017
Numerator:
 
 
 
Net income attributable to APAM
$
41,274

 
$
19,795

Less: Allocation to participating securities
5,924

 
4,426

Net income available to common stockholders
$
35,350

 
$
15,369

Denominator:

 
 
Weighted average shares outstanding
47,360,438

 
41,019,598

Earnings per share
$
0.75

 
$
0.37

Allocation to participating securities in the table above primarily represents dividends paid to holders of unvested restricted share-based awards, which reduces net income available to common stockholders.
There were no dilutive securities outstanding during the three months ended March 31, 2018 and 2017. The Holdings limited partnership units are anti-dilutive primarily due to the impact of public company expenses. Unvested restricted share-based awards are considered participating securities and are therefore anti-dilutive. The following table summarizes the weighted-average shares outstanding that are excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive:
 
For the Three Months Ended March 31,
Anti-Dilutive Weighted Average Shares Outstanding
2018
 
2017
Holdings limited partnership units
24,558,161

 
30,218,943

Unvested restricted share-based awards
4,564,084

 
3,912,879

Total
29,122,245

 
34,131,822

Note 14. Indemnifications
In the normal course of business, APAM enters into agreements that include indemnities in favor of third parties. Holdings has also agreed to indemnify APAM as its general partner, Artisan Investment Corporation (“AIC”) as its former general partner, the directors and officers of APAM, the directors and officers of AIC as its former general partner, the members of its former Advisory Committee, and its partners, directors, officers, employees and agents. Holdings’ subsidiaries may also have similar agreements to indemnify their respective general partner(s), directors, officers, directors and officers of their general partner(s), partners, members, employees, and agents. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred. APAM maintains insurance policies that may provide coverage against certain claims under these indemnities.

19


Note 15. Related Party Transactions
Several of the current executive officers of APAM and certain members of APAM’s board (or their affiliates) are limited partners of Holdings. As a result, certain transactions (such as TRA payments) between Artisan and the limited partners of Holdings are considered to be related party transactions with respect to these persons.
Affiliate transactions—Artisan Funds     
Artisan has an agreement to serve as the investment adviser to Artisan Funds, with which certain Artisan employees are affiliated. Under the terms of the agreement, which generally is reviewed and continued by the board of directors of Artisan Funds annually, a fee is paid to Artisan based on an annual percentage of the average daily net assets of each Artisan Fund ranging from 0.625% to 1.25%. Artisan generally collects revenues related to these services on the last business day of each month and records them in Management Fees in the Consolidated Statement of Operations. Artisan has contractually agreed to waive its management fees or reimburse for expenses incurred to the extent necessary to limit annualized ordinary operating expenses incurred by certain of the Artisan Funds to not more than a fixed percentage (ranging from 0.88% to 1.50%) of a Fund’s average daily net assets. In addition, Artisan may voluntarily waive fees or reimburse any of the Artisan Funds for other expenses. The officers and a director of Artisan Funds who are affiliated with Artisan receive no compensation from the funds.
Fees for managing the Funds and amounts waived or reimbursed by Artisan for fees and expenses (including management fees) are as follows:
 
For the Three Months Ended March 31,
 
2018
 
2017
Investment management fees (Gross of fee waivers/expense reimbursements):
 
 
 
Artisan Funds
$
125,362

 
$
110,574

Fee waiver / expense reimbursement:
 
 
 
Artisan Funds
$
109

 
$
197

Affiliate transactions—Artisan Global Funds
Artisan has an agreement to serve as the investment manager to Artisan Global Funds, with which certain Artisan employees are affiliated. Under the terms of these agreements, a fee is paid based on an annual percentage of the average daily net assets of each fund ranging from 0.75% to 1.75%. Artisan reimburses each sub-fund of Artisan Global Funds to the extent that sub-fund’s expenses, not including Artisan’s fee, exceed certain levels, which range from 0.10% to 0.20%. In addition, Artisan may voluntarily waive fees or reimburse any of the Artisan Global Funds for other expenses. The directors of Artisan Global Funds who are affiliated with Artisan receive no compensation from the funds. Fees for managing Artisan Global Funds and amounts reimbursed to Artisan Global Funds by Artisan are as follows:
 
For the Three Months Ended March 31,
 
2018
 
2017
Investment management fees (Gross of fee waivers/expense reimbursements):
 
 
 
Artisan Global Funds
$
8,526

 
$
6,810

Fee waiver / expense reimbursement:
 
 
 
Artisan Global Funds
$
4

 
$
17

Affiliate transactions—Artisan Sponsored Private Funds
Pursuant to written agreements, Artisan serves as the investment manager of certain Artisan sponsored private funds. Under the terms of these agreements, Artisan earns a management fee and is entitled to receive an allocation of profits. In 2017, Artisan made seed investments of $32.3 million in the private funds. Certain related parties, including employees, officers and members of the Company’s board invested an additional $34.6 million in the funds. These related party investors currently do not pay a management fee or incentive allocation. In addition, for a period of time following the formation of the private funds, Artisan has agreed to reimburse the funds to the extent that expenses, excluding Artisan’s management fee and transaction related costs, exceed 1.00% per annum of the net assets of the funds. Artisan may also voluntarily waive fees or reimburse the funds for other expenses. Gross fees for managing the privately offered funds were $98 thousand for the three months ended March 31, 2018, which were eliminated from revenue upon consolidation. Expense reimbursements totaled $9 thousand for the three months ended March 31, 2018.

20


Note 16. Subsequent Events
Distributions and dividends
On April 26, 2018, APAM, acting as the general partner of Artisan Partners Holdings, declared a distribution by Artisan Partners Holdings of $27.6 million to holders of Artisan Partners Holdings partnership units, including APAM. On the same date, the board of directors of APAM declared a quarterly dividend of $0.60 per share of Class A common stock. The APAM dividend is payable on May 31, 2018, to shareholders of record as of May 17, 2018.
Holdings Unit Exchanges
On April 2, 2018, limited partners of Artisan Partners Holdings exchanged 452,628 common units for 452,628 Class A common shares. The exchange increased APAM’s equity ownership interest in Holdings and resulted in an $4.4 million increase in deferred tax assets and $3.8 million increase in amounts payable under the tax receivable agreements.
TRA Payments
On April 17, 2018, the Company made a payment of $27.3 million under the tax receivable agreements representing a portion of the Company’s estimated total 2018 TRA payments.


21


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview and Recent Highlights
We are an investment management firm focused on providing high-value added, active investment strategies to sophisticated clients globally. As of March 31, 2018, our eight autonomous investment teams managed a total of 17 investment strategies across multiple asset classes and investment styles. Over our firm’s history, we have created new investment strategies that can use a broad array of securities, instruments, and techniques (which we call degrees of freedom) to differentiate returns and manage risk.
We focus our distribution efforts on sophisticated investors and asset allocators, including institutions and intermediaries that operate with institutional-like decision-making processes. We offer our investment strategies to clients and investors through multiple investment vehicles, including separate accounts and different types of pooled vehicles. As of March 31, 2018, approximately 80% of our assets under management were managed for clients and investors domiciled in the U.S. and 20% of our assets under management were managed for clients and investors domiciled outside of the U.S. Over the last five years we have grown our assets under management from clients and investors domiciled outside of the U.S. from $9.2 billion as of March 31, 2013, to $23.0 billion as of March 31, 2018.
As a high-value added investment manager we expect that long-term investment performance will be the primary driver of our long-term business and financial results. If we maintain and evolve existing investment strategies and launch new investment strategies that meet the needs of and generate attractive outcomes for sophisticated asset allocators, we are confident that we will continue to generate strong business and financial results.
Over shorter time periods, changes in our business and financial results are largely driven by market conditions and fluctuations in our assets under management that may not necessarily be the result of our long-term investment performance or the long-term demand for our strategies. For this reason, we expect that our business and financial results will be lumpy over time. During the first quarter of 2018, our assets under management decreased to $114.8 billion, a decrease of $0.7 billion, or 0.6%, compared to $115.5 billion at December 31, 2017, as a result of $0.6 billion in net client cash outflows and $0.1 billion of market depreciation.
Compared to March 31, 2017, assets under management increased $11.1 billion, or 10.7%, due to $16.8 billion in market appreciation, partially offset by $5.7 billion of net client cash outflows. Average assets under management for the March quarter of 2018 was $118.3 billion, an increase of 17.0% from the average of $101.1 billion for the March quarter of 2017.
We strive to maintain a financial model that is transparent and predictable. We derive essentially all of our revenues from investment management fees, nearly all of which are based on a specified percentage of clients’ average assets under management. A majority of our expenses, including most of our compensation expense, vary directly with changes in our revenues. We invest thoughtfully to support our investment teams and future growth, while also paying out to shareholders and partners a majority of the cash that we generate from operations through distributions and dividends.
Revenues were $212.0 million for the three months ended March 31, 2018, a 15% increase from revenues of $184.1 million for the three months ended March 31, 2017. GAAP operating margin was 37.7% for the three months ended March 31, 2018, compared to 31.5% for the three months ended March 31, 2017. Adjusted operating margin was 37.7% for the three months ended March 31, 2018, compared to 35.0% for the three months ended March 31, 2017.
The Tax Cuts and Jobs Act (“Tax Reform”) was enacted in December 2017. As a result of Tax Reform, the U.S. federal corporate tax rate decreased from 35% to 21%, which was the largest driver of lowering APAM’s effective tax rate from 23.1% for three months ended March 31, 2017, to 14.6% for the three months ended March 31, 2018. The estimated adjusted effective tax rate decreased from 37% to 23.5%.
Business highlights for the first quarter of 2018 included:
Our assets under management as of March 31, 2018 were $114.8 billion and average assets under management for the first quarter were $118.3 billion.
Our investment teams continue to generate strong absolute and relative investment returns for clients and investors. Eleven of our 13 investment strategies with at least a one-year track record have outperformed their broad-based benchmarks since inception, net of fees.
We declared and paid dividends of $1.39 per share of Class A common stock. With the $0.79 special annual dividend paid in the first quarter, we paid a total of $3.19 per share of dividends with respect to 2017.
We successfully completed our February 2018 follow-on offering, continuing the evolution of our capital structure.
We granted 1,510,570 restricted stock awards and 1,250 restricted stock units of Class A common stock to employees of the Company.

22


Organizational Structure
Organizational Structure
Our operations are conducted through Artisan Partners Holdings (“Holdings”) and its subsidiaries. On March 12, 2013, Artisan Partners Asset Management Inc. (“APAM”) and Artisan Partners Holdings LP completed a series of transactions (“the IPO Reorganization”) to reorganize their capital structures in connection with the initial public offering (“IPO”) of APAM’s Class A common stock. The IPO Reorganization and IPO were completed on March 12, 2013. The IPO Reorganization was designed to create a capital structure that preserves our ability to conduct our business through Holdings, while permitting us to raise additional capital and provide access to liquidity through a public company.
Our employees and other limited partners of Holdings held approximately 31% of the equity interests in Holdings as of March 31, 2018. As a result, our results reflect that significant noncontrolling interest.
We operate our business in a single segment.
2018 Follow-On Offering and Holdings Unit Exchanges
On February 27, 2018, APAM completed an offering of 644,424 shares of Class A common stock and utilized all of the proceeds to purchase an aggregate of 644,424 common units from certain limited partners of Holdings. In connection with the offering, APAM received 644,424 GP units of Holdings.
During the three months ended March 31, 2018, certain limited partners of Holdings exchanged 958,288 common units (along with a corresponding number of shares of Class B or C common stock of APAM) for 958,288 shares of Class A common stock. In connection with the exchanges, APAM received 958,288 GP units of Holdings.
APAM’s equity ownership interest in Holdings increased from 67% at December 31, 2017 to 69% at March 31, 2018, as a result of these transactions and other equity transactions during the period.
Financial Overview
Economic Environment
Global equity and debt market conditions can materially affect our financial performance. The following table presents the total returns of relevant market indices for the three months ended March 31, 2018 and 2017:
 
For the Three Months Ended March 31
 
2018
 
2017
S&P 500 total returns
(0.8
)%
 
6.1
%
MSCI All Country World total returns
(1.0
)%
 
6.9
%
MSCI EAFE total returns
(1.5
)%
 
7.3
%
Russell Midcap® total returns
(0.5
)%
 
5.2
%
MSCI Emerging Markets Index
1.4
 %
 
11.4
%
ICE BofA Merrill Lynch U.S. High Yield Master II Total Return Index
(0.9
)%
 
2.7
%

23


Key Performance Indicators
When we review our business and financial performance we consider, among other things, the following:
 
For the Three Months Ended March 31,
 
2018
 
2017
 
(unaudited; dollars in millions)
Assets under management at period end
$
114,816

 
$
103,762

Average assets under management (1)
$
118,275

 
$
101,132

Net client cash flows
$
(603
)
 
$
(272
)
Total revenues
$
212.0

 
$
184.1

Weighted average fee (2)
72.8
 bps
 
73.7
 bps
Operating margin
37.7
%
 
31.5
%
Adjusted operating margin (3)
37.7
%
 
35.0
%
 
(1) We compute average assets under management by averaging day-end assets under management for the applicable period.
(2) We compute our weighted average fee by dividing annualized investment management fees by average assets under management for the applicable period.
(3) Adjusted measures are non-GAAP measures and are explained and reconciled to the comparable GAAP measures in “Supplemental Non-GAAP Financial Information” below.
The period-over-period changes in these metrics are discussed below. The decrease in the weighted average fee rate is primarily a result of the shift in the mix of our assets under management between our investment strategies and vehicles, primarily the increase in the proportion of total assets managed in separate accounts.
Management fees and assets under management within our consolidated investment products are excluded from the weighted average fee calculations and from total revenues, since any such revenues are eliminated upon consolidation. Assets under management within Artisan sponsored private funds are included in the reported firm-wide, separate account, and institutional assets under management figures reported below.
Assets Under Management and Investment Performance
Changes to our operating results from one period to another are primarily caused by changes in the amount of our assets under management. Changes in the relative composition of our assets under management among our investment strategies and vehicles and the effective fee rates on our products also impact our operating results.
The amount and composition of our assets under management are, and will continue to be, influenced by a variety of factors including, among others:

investment performance, including fluctuations in both the financial markets and foreign currency exchange rates and the quality of our investment decisions;
flows of client assets into and out of our various strategies and investment vehicles;
our decision to close strategies or limit the growth of assets in a strategy or a vehicle when we believe it is in the best interest of our clients; as well as our decision to re-open strategies, in part or entirely;
our ability to attract and retain qualified investment, management, and marketing and client service professionals;
industry trends towards products or strategies that we do not offer;
competitive conditions in the investment management and broader financial services sectors; and
investor sentiment and confidence.

24


The table below sets forth changes in our total assets under management:
 
For the Three Months Ended March 31,
 
Period-to-Period
 
2018
 
2017
 
$
 
%
 
(unaudited; in millions)
 
 
 
 
Beginning assets under management
$
115,494

 
$
96,845

 
$
18,649

 
19.3
 %
Gross client cash inflows
5,419

 
5,160

 
259

 
5.0
 %
Gross client cash outflows
(6,022
)
 
(5,432
)
 
(590
)
 
(10.9
)%
Net client cash flows
(603
)
 
(272
)
 
(331
)
 
(121.7
)%
Market appreciation (depreciation) (1)
(75
)
 
7,189

 
(7,264
)
 
(101.0
)%
Net transfers (2)

 

 

 
 %
Ending assets under management
$
114,816

 
$
103,762

 
$
11,054

 
10.7
 %
Average assets under management
$
118,275

 
$
101,132

 
$
17,143

 
17.0
 %
(1) Includes the impact of translating the value of assets under management denominated in non-USD currencies into U.S. dollars. The impact was immaterial for the periods presented.
(2) Net transfers represent certain amounts that we have identified as having been transferred out of one investment strategy or investment vehicle and into another strategy or vehicle.
Across the firm, we experienced total net outflows of $0.6 billion during the three months ended March 31, 2018. During the period, our U.S. Mid-Cap Growth and Non-U.S. Growth strategies had net outflows of $1.1 billion and $0.7 billion, respectively. We anticipate that these trends will continue further into 2018.
We monitor the availability of attractive investment opportunities relative to the amount of assets we manage in each of our investment strategies. When appropriate, we will close a strategy to new investors or otherwise take action to slow or restrict its growth, even though our aggregate assets under management may be negatively impacted in the short term. We may also re-open a strategy, widely or selectively, to fill available capacity or manage the diversification of our client base in that strategy. We believe that management of our investment capacity protects our ability to manage assets successfully, which protects the interests of our clients and, in the long term, protects our ability to retain client assets and maintain our profit margins.
As of the date of this filing, our Non-U.S. Growth, Non-U.S. Small-Cap Growth, Non-U.S. Value, U.S. Mid-Cap Growth and U.S. Small-Cap Growth strategies are closed to most new investors and client relationships. Our Global Value and Global Opportunities strategies are open across pooled vehicles, but closed to most new separate account clients. We may selectively accept additional separate account clients in those strategies, but we are managing asset flows into those strategies with a bias towards assets from pooled vehicles.
When we close or otherwise restrict the growth of a strategy, we typically continue to allow additional investments in the strategy by existing clients and certain related entities. We may also permit new investments by other eligible investors in our discretion. As a result, during a given period we may have net client cash inflows in a closed strategy. However, when a strategy is closed or its growth is restricted we expect there to be periods of net client cash outflows.
The table below sets forth the total assets under management for our investment teams and strategies as of March 31, 2018, the inception date for each investment composite, and the average annual total returns for each composite (gross of fees) and its respective broad-based benchmark (and style benchmark, if applicable) over a multi-horizon time period as of March 31, 2018. Returns for periods less than one year are not annualized.
We measure investment performance based upon the results of our “composites”, which represent the aggregate performance of all discretionary client accounts, including mutual funds, invested in the same strategy except those accounts with respect to which we believe client-imposed investment restrictions may have a material impact on portfolio construction and those accounts managed in a currency other than U.S. dollars. The results of these excluded accounts, which represented approximately 11% of our assets under management at March 31, 2018, are maintained in separate composites the results of which are not included below.

25


 
 
 
 
 
 
 
 
 
 
 
Average Annual
Value-Added(1)
Since Inception
(bps)
 
Inception
 
Strategy AUM
 
Average Annual Total Returns (gross) (%)
 
Investment Team and Strategy
Date
 
 (in $MM)
 
1 YR
3 YR
5 YR
10 YR
Inception
 
Growth Team
 
 
 
 
 
 
 
 
 
 
 
Global Opportunities Strategy
2/1/2007
 
$
16,271

 
23.71%
14.42%
14.17%
12.35%
11.06%
 
605
MSCI All Country World Index
 
 
 
 
14.85%
8.11%
9.20%
5.57%
5.00%
 
 
Global Discovery Strategy
9/1/2017
 
$
37

 
N/A
N/A
N/A
N/A
11.39%
 
465
MSCI All Country World Index
 
 
 
 
N/A
N/A
N/A
N/A
6.74%
 
 
U.S. Mid-Cap Growth Strategy
4/1/1997
 
$
12,178

 
17.31%
8.14%
12.41%
11.90%
15.09%
 
471
Russell Midcap® Index
 
 
 
 
12.20%
8.00%
12.08%
10.21%
10.38%
 
 
Russell Midcap® Growth Index
 
 
 
 
19.74%
9.16%
13.30%
10.61%
9.28%
 
 
U.S. Small-Cap Growth Strategy
4/1/1995
 
$
2,385

 
26.12%
13.60%
14.26%
12.86%
10.81%
 
136
Russell 2000® Index
 
 
 
 
11.79%
8.38%
11.46%
9.84%
9.45%
 
 
Russell 2000® Growth Index
 
 
 
 
18.63%
8.76%
12.89%
10.94%
7.99%
 
 
Global Equity Team
 
 
 
 
 
 
 
 
 
 
 
Global Equity Strategy
4/1/2010
 
$
1,412

 
28.67%
10.16%
11.64%
N/A
13.23%
 
457
MSCI All Country World Index
 
 
 
 
14.85%
8.11%
9.20%
N/A
8.66%
 
 
Non-U.S. Growth Strategy
1/1/1996
 
$
26,501

 
21.68%
4.24%
7.19%
5.12%
10.43%
 
544
MSCI EAFE Index
 
 
 
 
14.80%
5.55%
6.49%
2.74%
4.99%
 
 
Non-U.S. Small-Cap Growth Strategy
1/1/2002
 
$
698

 
29.81%
9.38%
8.61%
6.91%
13.78%
 
308
MSCI EAFE Small Cap Index
 
 
 
 
23.49%
12.24%
11.09%
6.48%
10.70%
 
 
U.S. Value Team
 
 
 
 
 
 
 
 
 
 
 
Value Equity Strategy
7/1/2005
 
$
2,196

 
7.78%
9.21%
9.97%
8.44%
8.44%
 
(37)
Russell 1000® Index
 
 
 
 
13.98%
10.38%
13.16%
9.60%
8.81%
 
 
Russell 1000® Value Index
 
 
 
 
6.95%
7.87%
10.78%
7.77%
7.37%
 
 
U.S. Mid-Cap Value Strategy
4/1/1999
 
$
5,999

 
7.96%
7.11%
8.77%
10.23%
13.20%
 
373
Russell Midcap® Index
 
 
 
 
12.20%
8.00%
12.08%
10.21%
9.47%
 
 
Russell Midcap® Value Index
 
 
 
 
6.50%
7.22%
11.10%
9.80%
9.91%
 
 
Global Value Team
 
 
 
 
 
 
 
 
 
 
 
Global Value Strategy
7/1/2007
 
$
20,195

 
14.21%
9.62%
11.44%
11.02%
8.99%
 
461
MSCI All Country World Index
 
 
 
 
14.85%
8.11%
9.20%
5.57%
4.38%
 
 
Non-U.S. Value Strategy
7/1/2002
 
$
21,363

 
13.59%
7.44%
9.70%
9.26%
12.58%
 
605
MSCI EAFE Index
 
 
 
 
14.80%
5.55%
6.49%
2.74%
6.53%
 
 
Emerging Markets Team
 
 
 
 
 
 
 
 
 
 
 
Emerging Markets Strategy
7/1/2006
 
$
292

 
29.04%
14.30%
8.00%
3.20%
6.95%
 
61
MSCI Emerging Markets Index
 
 
 
 
24.93%
8.80%
4.98%
3.02%
6.34%
 
 
Credit Team
 
 
 
 
 
 
 
 
 
 
 
High Income Strategy
4/1/2014
 
$
2,619

 
7.01%
8.09%
N/A
N/A
7.55%
 
316
ICE BofAML US High Yield Master II Total Return Index
 
 
 
 
3.69%
5.17%
N/A
N/A
4.39%
 
 
Developing World Team
 
 
 
 
 
 
 
 
 
 
 
Developing World Strategy
7/1/2015
 
$
2,509

 
22.60%
N/A
N/A
N/A
12.16%
 
280
MSCI Emerging Markets Index
 
 
 
 
24.93%
N/A
N/A
N/A
9.36%
 
 
Thematic Team
 
 
 
 
 
 
 
 
 
 
 
Thematic Strategy
5/1/2017
 
$
45

 
N/A
N/A
N/A
N/A
38.94%
 
2,610
S&P 500 Market Index (Total Return)
 
 
 
 
N/A
N/A
N/A
N/A
12.83%
 
 
Other Assets Under Management 2
 
 
$
116

 
 
 
 
 
 
 
 
Total Assets Under Management
 
 
$
114,816