Affiliated Managers Group, Inc 10-Q for FY2023 Q3
Affiliated Managers Group, Inc. (AMG)
10-Q
2023-11-06
For: 2023-09-30
View Original
Added on
April 04, 2026
About this 10-Q
Affiliated Managers Group, Inc filed this 10-Q on November 6, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $525.2M
- down 9.2% from $578.6M a year earlier
- Net income
- $217M
- up 92.7% from net income of $112.6M a year earlier
- Diluted EPS
- $5.48
- up 95.7% from $2.80 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| (Mark One) | ||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 30, 2023
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to
Commission File Number 001-13459
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | |||||||
(Address of principal executive offices)
(800 ) 345-1100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 33,808,636 shares of the registrant’s common stock outstanding on November 2, 2023.
FORM 10-Q
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
Item 1.Financial Statements
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
(unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Consolidated revenue | $ | $ | $ | $ | |||||||||||||||||||
| Consolidated expenses: | |||||||||||||||||||||||
| Compensation and related expenses | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Intangible amortization and impairments | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Depreciation and other amortization | |||||||||||||||||||||||
| Other expenses (net) | |||||||||||||||||||||||
| Total consolidated expenses | |||||||||||||||||||||||
| Equity method income (net) | |||||||||||||||||||||||
| Affiliate Transaction gain (Note 9) | |||||||||||||||||||||||
| Investment and other income (expense) | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income (non-controlling interests) | ( | ( | ( | ( | |||||||||||||||||||
| Net income (controlling interest) | $ | $ | $ | $ | |||||||||||||||||||
| Average shares outstanding (basic) | |||||||||||||||||||||||
| Average shares outstanding (diluted) | |||||||||||||||||||||||
| Earnings per share (basic) | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share (diluted) | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
2
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Change in net realized and unrealized gain (loss) on derivative financial instruments | ( | ( | ( | ||||||||||||||||||||
| Change in net unrealized gain (loss) on available-for-sale debt securities | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income (non-controlling interests) | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (controlling interest) | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
3
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in millions)
(unaudited)
| December 31, 2022 | September 30, 2023 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables | |||||||||||
| Investments in marketable securities | |||||||||||
| Goodwill | |||||||||||
| Acquired client relationships (net) | |||||||||||
| Equity method investments in Affiliates (net) | |||||||||||
| Fixed assets (net) | |||||||||||
| Other investments | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Payables and accrued liabilities | $ | $ | |||||||||
| Debt | |||||||||||
| Deferred income tax liability (net) | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 8) | |||||||||||
| Redeemable non-controlling interests | |||||||||||
| Equity: | |||||||||||
Common stock ($ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
Less: Treasury stock, at cost ( | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
4
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
(unaudited)
| Three Months Ended September 30, 2022 | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock at Cost | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||
| June 30, 2022 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Common stock issued under share-based incentive plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Affiliate equity activity: | ||||||||||||||||||||||||||||||||||||||||||||
| Affiliate equity compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuances | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchases | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Changes in redemption value of Redeemable non-controlling interests | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Capital contributions and other | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| September 30, 2022 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2023 | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock at Cost | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||
| June 30, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Common stock issued under share-based incentive plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Affiliate equity activity: | ||||||||||||||||||||||||||||||||||||||||||||
| Affiliate equity compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuances | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchases | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Changes in redemption value of Redeemable non-controlling interests | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Capital contributions and other | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Effect of deconsolidation of Affiliates | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| September 30, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
5
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
(unaudited)
| Nine Months Ended September 30, 2022 | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock at Cost | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||
| December 31, 2021 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Common stock issued under share-based incentive plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Affiliate equity activity: | ||||||||||||||||||||||||||||||||||||||||||||
| Affiliate equity compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuances | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchases | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Changes in redemption value of Redeemable non-controlling interests | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Transfers to Redeemable non-controlling interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Capital contributions and other | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| September 30, 2022 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2023 | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock at Cost | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||
| December 31, 2022 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Common stock issued under share-based incentive plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Affiliate equity activity: | ||||||||||||||||||||||||||||||||||||||||||||
| Affiliate equity compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuances | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchases | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Changes in redemption value of Redeemable non-controlling interests | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Transfers to Redeemable non-controlling interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Capital contributions and other | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Effect of deconsolidation of Affiliates | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
| September 30, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
6
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| For the Nine Months Ended September 30, | |||||||||||
| 2022 | 2023 | ||||||||||
| Cash flow from (used in) operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile Net income to cash flow from (used in) operating activities: | |||||||||||
| Intangible amortization and impairments | |||||||||||
| Depreciation and other amortization | |||||||||||
| Deferred income tax expense | |||||||||||
| Equity method income (net) | ( | ( | |||||||||
| Affiliate Transaction gain | ( | ||||||||||
| Distributions received from equity method investments | |||||||||||
| Share-based compensation and Affiliate equity compensation expense | |||||||||||
| Net realized and unrealized losses (gains) on investment securities | ( | ||||||||||
| Other non-cash items | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Purchases of securities by consolidated Affiliate sponsored investment products | ( | ( | |||||||||
| Sales of securities by consolidated Affiliate sponsored investment products | |||||||||||
| Decrease (increase) in receivables | ( | ||||||||||
| Decrease in other assets | |||||||||||
| Decrease in payables, accrued liabilities, and other liabilities | ( | ( | |||||||||
| Cash flow from operating activities | |||||||||||
| Cash flow from (used in) investing activities: | |||||||||||
| Investments in Affiliates, net of cash acquired | ( | ( | |||||||||
| Proceeds from Affiliate Transaction | |||||||||||
| Return of capital from equity method investments | |||||||||||
| Purchase of fixed assets | ( | ( | |||||||||
| Purchase of investment securities | ( | ( | |||||||||
| Maturities and sales of investment securities | |||||||||||
| Cash flow (used in) from investing activities | ( | ||||||||||
| Cash flow from (used in) financing activities: | |||||||||||
| Borrowings of senior bank debt | |||||||||||
| Repayments of senior bank debt and junior convertible securities | ( | ( | |||||||||
| Repurchases of common stock (net) | ( | ( | |||||||||
| Dividends paid on common stock | ( | ( | |||||||||
| Distributions to non-controlling interests | ( | ( | |||||||||
| Affiliate equity (purchases) / issuances (net) | ( | ( | |||||||||
| Subscriptions (redemptions) to consolidated Affiliate sponsored investment products, net | ( | ||||||||||
| Other financing items | ( | ( | |||||||||
| Cash flow used in financing activities | ( | ( | |||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Effect of deconsolidation of Affiliates and Affiliate sponsored investment products | ( | ||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
7
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1.Basis of Presentation and Use of Estimates
2.Accounting Standards and Policies
Recent Accounting Developments
In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. The standard is effective for interim and annual periods beginning after December 15, 2023 for the Company, and is effective for interim and annual periods beginning after December 15, 2024 for the Company’s Affiliates. The Company does not currently expect the adoption to have a material impact on its Consolidated Financial Statements.
3.Investments in Marketable Securities
Equity Securities
The following table summarizes the cost, gross unrealized gains, gross unrealized losses, and fair value of investments in equity securities:
| December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||
| Cost | $ | $ | |||||||||||||||||||||
| Unrealized gains | |||||||||||||||||||||||
| Unrealized losses | ( | ( | |||||||||||||||||||||
| Fair value | $ | $ | |||||||||||||||||||||
As of December 31, 2022, investments in equity securities include ordinary shares of EQT AB (“EQT”), a public company listed on Nasdaq Stockholm (EQT.ST), with fair values of $405.1 million. The Company received the EQT shares through the sale of its equity interest in Baring Private Equity Asia (“BPEA”), in connection with the strategic combination of BPEA and EQT, which was completed in the fourth quarter of 2022. In July 2023, the Company sold its remaining 2.6 million ordinary shares of EQT.
As of December 31, 2022 and September 30, 2023, investments in equity securities include consolidated Affiliate sponsored investment products with fair values of $23.5 million and $17.6 million, respectively.
For the three months ended September 30, 2022, the Company recognized net unrealized gains on equity securities still held as of September 30, 2022 of $3.6 million. For the nine months ended September 30, 2022, the Company recognized net unrealized losses on equity securities still held as of September 30, 2022 of $21.6 million. For the three months ended
8
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2023, the Company recognized net unrealized losses on equity securities still held as of September 30, 2023 of $2.1 million. For the nine months ended September 30, 2023, the Company recognized net unrealized gains on equity securities still held as of September 30, 2023 of $1.3 million.
Debt Securities
The following table summarizes the cost, unrealized gains, unrealized losses, and fair value of investments in U.S. Treasury securities classified as available-for-sale, of which $228.3 million mature in 2023 and $171.9 million mature in 2024, and consolidated Affiliate sponsored investment products classified as trading:
| Available-for-Sale | Trading | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | September 30, 2023 | December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||||||||||||
| Cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Unrealized gains | |||||||||||||||||||||||||||||||||||
| Unrealized losses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Fair value | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2022, there were no 178.4 million and $280.1 million of proceeds from the maturity of available-for-sale securities, respectively.
For the three and nine months ended September 30, 2022, the Company recognized net unrealized losses on debt securities classified as trading still held as of September 30, 2022 of $0.8 million and $3.5 million, respectively. For the three and nine months ended September 30, 2023, the Company recognized net unrealized gains on debt securities classified as trading still held as of September 30, 2023 of $0.0 million and $0.0 million , respectively.
4.Other Investments
Other investments consists primarily of investments in funds advised by the Company’s Affiliates that are carried at net asset value (“NAV”) as a practical expedient and other investments without readily determinable fair values. Any gain or loss related to these investments is recorded in Investment and other income (expense) on the Consolidated Statements of Income.
Investments Measured at NAV as a Practical Expedient
The Company’s Affiliates sponsor funds in which the Company and its Affiliates may make general partner and seed capital investments. These funds operate in partnership form and apply the specialized fair value accounting for investment companies. The Company accounts for its interests in these funds using the equity method of accounting and is required to retain the specialized fair value accounting of the investment companies. Because the funds’ investments do not have readily determinable fair values, the Company uses the NAV of these investments as a practical expedient for their fair values. The following table summarizes the fair values of these investments and any related unfunded commitments:
| December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||
| Fair Value | Unfunded Commitments | Fair Value | Unfunded Commitments | ||||||||||||||||||||
Private equity funds(1) | $ | $ | $ | $ | |||||||||||||||||||
Investments in other strategies(2) | |||||||||||||||||||||||
Total(3) | $ | $ | $ | $ | |||||||||||||||||||
(1)The Company accounts for the majority of its interests in private equity funds one quarter in arrears (adjusted for current period calls and distributions). These funds primarily invest in a broad range of third-party funds and direct investments. Distributions will be received as the underlying assets are liquidated over the life of the funds, which is generally up to 15 years.
(2)These are multi-disciplinary funds that invest across various asset classes and strategies, including equity and credit. Investments are generally redeemable on a daily, monthly, or quarterly basis.
9
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Investments Without Readily Determinable Fair Values
The Company made an investment in a private corporation where it does not exercise significant influence. Because this investment does not have a readily determinable fair value, the Company has elected to measure this investment at its cost minus impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments in the private corporation. The following table summarizes the cost, cumulative unrealized gains, and carrying amount of investments without readily determinable fair values:
| December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||
| Cost | $ | $ | |||||||||||||||||||||
| Cumulative unrealized gains | |||||||||||||||||||||||
| Carrying amount | $ | $ | |||||||||||||||||||||
For the three and nine months ended September 30, 2023, the Company recorded no
The following table presents the changes in Other investments:
| For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2022 | 2023 | |||||||||||||||||||||||||||||||||||||
| Measured at NAV as a Practical Expedient | Without Readily Determinable Fair Values | Total | Measured at NAV as a Practical Expedient | Without Readily Determinable Fair Values | Total | |||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Purchases and commitments | ||||||||||||||||||||||||||||||||||||||
| Sales and distributions | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Net realized and unrealized (losses) gains | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2022 | 2023 | |||||||||||||||||||||||||||||||||||||
| Measured at NAV as a Practical Expedient | Without Readily Determinable Fair Values | Total | Measured at NAV as a Practical Expedient | Without Readily Determinable Fair Values | Total | |||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Purchases and commitments | ||||||||||||||||||||||||||||||||||||||
| Sales and distributions | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Net realized and unrealized (losses) gains | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
5.Fair Value Measurements
10
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| Fair Value Measurements | |||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||
Investments in equity securities(1) | $ | $ | $ | $ | |||||||||||||||||||
Investments in debt securities(1) | |||||||||||||||||||||||
Derivative financial instruments(2) | |||||||||||||||||||||||
Financial Liabilities(3) | |||||||||||||||||||||||
| Contingent payment obligations | $ | $ | $ | $ | |||||||||||||||||||
| Affiliate equity purchase obligations | |||||||||||||||||||||||
| Derivative financial instruments | |||||||||||||||||||||||
| Fair Value Measurements | |||||||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||
Investments in equity securities(1) | $ | $ | $ | $ | |||||||||||||||||||
Investments in debt securities(1) | |||||||||||||||||||||||
Derivative financial instruments(2) | |||||||||||||||||||||||
Financial Liabilities(3) | |||||||||||||||||||||||
| Contingent payment obligations | $ | $ | $ | $ | |||||||||||||||||||
| Affiliate equity purchase obligations | |||||||||||||||||||||||
| Derivative financial instruments | |||||||||||||||||||||||
(1)Amounts are presented within Investments in marketable securities on the Consolidated Balance Sheets.
(2)Amounts are presented within Other assets on the Consolidated Balance Sheets.
(3)Amounts are presented within Other liabilities on the Consolidated Balance Sheets.
Level 3 Financial Liabilities
The following table presents the changes in level 3 liabilities:
| For the Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2022 | 2023 | |||||||||||||||||||||||||
| Contingent Payment Obligations | Affiliate Equity Purchase Obligations | Contingent Payment Obligations | Affiliate Equity Purchase Obligations | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
Purchases and issuances(1) | ||||||||||||||||||||||||||
| Settlements and reductions | ( | ( | ||||||||||||||||||||||||
Net realized and unrealized gains(2) | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Net change in unrealized (gains) losses relating to instruments still held at the reporting date(1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
11
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| For the Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2022 | 2023 | |||||||||||||||||||||||||
| Contingent Payment Obligations | Affiliate Equity Purchase Obligations | Contingent Payment Obligations | Affiliate Equity Purchase Obligations | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
Purchases and issuances(1) | ||||||||||||||||||||||||||
| Settlements and reductions | ( | ( | ||||||||||||||||||||||||
Net realized and unrealized gains(2) | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Net change in unrealized (gains) losses relating to instruments still held at the reporting date(1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(1)Affiliate equity purchase obligation activity includes transfers from Redeemable non-controlling interests.
(2)Gains and losses resulting from changes to expected payments are included in Other expenses (net) on the Consolidated Statements of Income and the accretion of these obligations is included in Interest expense on the Consolidated Statements of Income.
The following table presents certain quantitative information about the significant unobservable inputs used in valuing the Company’s level 3 fair value measurements:
| Quantitative Information About Level 3 Fair Value Measurements | |||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Valuation Techniques | Unobservable Input | Fair Value | Range | Weighted Average(1) | Fair Value | Range | Weighted Average(1) | ||||||||||||||||||||||||||||||||||||||||
| Contingent payment obligations | Monte Carlo Simulation | Volatility | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||
| Discount rates | % | % | |||||||||||||||||||||||||||||||||||||||||||||
| Affiliate equity purchase obligations | Discounted cash flow | Growth rates(2) | $ | ( | % | $ | ( | % | |||||||||||||||||||||||||||||||||||||||
| Discount rates | % | % | |||||||||||||||||||||||||||||||||||||||||||||
(1)Calculated by comparing the relative fair value of an obligation to its respective total.
(2)Represents growth rates of asset- and performance-based fees.
Contingent payment obligations represent the fair value of the expected future settlement amounts related to the Company’s investments in its consolidated Affiliates. Changes to assumed volatility and discount rates change the fair value of contingent payment obligations. Increases to the volatility rates used would result in higher fair values, while increases to the discount rates used would result in lower fair values.
Affiliate equity purchase obligations include agreements to purchase Affiliate equity and represent the fair value of the expected future settlement amounts. Changes to assumed growth rates and discount rates change the fair value of the Affiliate equity purchase obligations. Increases to the assumed growth rates would result in higher fair values, while increases to the discount rates used would result in lower fair values.
Other Financial Assets and Liabilities Not Carried at Fair Value
12
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | Fair Value Hierarchy | |||||||||||||||||||||||||
| Senior notes | $ | $ | $ | $ | Level 2 | ||||||||||||||||||||||||
| Junior subordinated notes | Level 2 | ||||||||||||||||||||||||||||
| Junior convertible securities | Level 2 | ||||||||||||||||||||||||||||
The Company has other financial assets and liabilities that are not required to be carried at fair value, but are required to be disclosed at fair value. The carrying amount of Cash and cash equivalents, Receivables, Payables and accrued liabilities, and certain Other liabilities approximates fair value because of the short-term nature of these instruments. The carrying value of notes receivable, which is reported in Other assets, approximates fair value because interest rates and other terms are at market rates. The carrying value of the credit facilities (as defined in Note 7) approximates fair value because the credit facilities have variable interest based on selected short-term rates.
6.Investments in Affiliates and Affiliate Sponsored Investment Products
In evaluating whether an investment must be consolidated, the Company evaluates the risk, rewards, and significant terms of each of its Affiliates and other investments to determine if an investment is considered a voting rights entity (“VRE”) or a variable interest entity (“VIE”). An entity is a VRE when the total equity investment at risk is sufficient to enable the entity to finance its activities independently, and when the equity holders have the obligation to absorb losses, the right to receive residual returns, and the right to direct the activities of the entity that most significantly impact its economic performance. An entity is a VIE when it lacks one or more of the characteristics of a VRE, which, for the Company, are Affiliate investments structured as partnerships (or similar entities) where the Company is a limited partner and lacks substantive kick-out or substantive participation rights over the general partner. Assessing whether an entity is a VRE or VIE involves judgment. Upon the occurrence of certain events, management reviews and reconsiders its previous conclusion regarding the status of an entity as a VRE or a VIE.
The Company consolidates VREs when it has control over significant operating, financial, and investing decisions of the entity. When the Company lacks such control, but is deemed to have significant influence, the Company accounts for the VRE under the equity method. Investments with readily determinable fair values in which the Company does not have rights to exercise significant influence are recorded at fair value on the Consolidated Balance Sheets, with changes in fair value included in Investment and other income (expense).
The Company consolidates VIEs when it is the primary beneficiary of the entity, which is defined as having the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Substantially all of the Company’s consolidated Affiliates considered VIEs are controlled because the Company holds a majority of the voting interests or it is the managing member or general partner. Furthermore, an Affiliate’s assets can be used for purposes other than the settlement of the respective Affiliate’s obligations. The Company applies the equity method of accounting to VIEs where the Company is not the primary beneficiary, but has the ability to exercise significant influence over operating and financial matters of the VIE.
Investments in Affiliates
Substantially all of the Company’s Affiliates are considered VIEs and are either consolidated or accounted for under the equity method. A limited number of the Company’s Affiliates are considered VREs and most of these are accounted for under the equity method.
When an Affiliate is consolidated, the portion of the earnings attributable to Affiliate management’s and any co-investor’s equity ownership is included in Net income (non-controlling interests) in the Consolidated Statements of Income. Undistributed earnings attributable to Affiliate management’s and any co-investor’s equity ownership, along with their share of any tangible or intangible net assets, are presented within Non-controlling interests on the Consolidated Balance Sheets. Affiliate equity interests where the holder has certain rights to demand settlement are presented, at their current redemption values, as Redeemable non-controlling interests or Other liabilities on the Consolidated Balance Sheets. The Company periodically issues, sells, and purchases the equity of its consolidated Affiliates. Because these transactions take place between entities that are under common control, any gains or losses attributable to these transactions are required to be included in Additional paid-in capital in the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.
13
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
When an Affiliate is accounted for under the equity method, the Company’s share of an Affiliate’s earnings or losses, net of amortization and impairments, is included in Equity method income (net) in the Consolidated Statements of Income and the carrying value of the Affiliate is reported in Equity method investments in Affiliates (net) in the Consolidated Balance Sheets.
The Company periodically performs assessments to determine if the fair value of an investment may have declined below its related carrying value for its Affiliates accounted for under the equity method for a period that the Company considers to be other-than-temporary. Where the Company believes that such declines may have occurred, the Company determines the amount of impairment using valuation methods, such as discounted cash flow analyses. Impairments are recorded as an expense in Equity method income (net) to reduce the carrying value of the Affiliate to its fair value.
The unconsolidated assets, net of liabilities and non-controlling interests of Affiliates accounted for under the equity method considered VIEs, and the Company’s carrying value and maximum exposure to loss, were as follows:
| December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||
| Unconsolidated VIE Net Assets | Carrying Value and Maximum Exposure to Loss | Unconsolidated VIE Net Assets | Carrying Value and Maximum Exposure to Loss | ||||||||||||||||||||
| Affiliates accounted for under the equity method | $ | $ | $ | $ | |||||||||||||||||||
As of December 31, 2022 and September 30, 2023, the carrying value and maximum exposure to loss for all of the Company’s Affiliates accounted for under the equity method was $2,139.5 million and $2,034.9 million, respectively, including Affiliates accounted for under the equity method considered VREs of $87.9 million and $88.4 million, respectively.
Affiliate Sponsored Investment Products
The Company’s Affiliates sponsor various investment products where the Affiliate also acts as the investment adviser. These investment products are typically owned primarily by third-party investors; however, certain products are funded with general partner and seed capital investments from the Company and its Affiliates.
Third-party investors in Affiliate sponsored investment products are generally entitled to substantially all of the economics of these products, except for the asset- and performance-based fees earned by the Company’s Affiliates or any gains or losses attributable to the Company’s or its Affiliates’ investments in these products. As a result, the Company generally does not consolidate these products. However, for certain products, the Company’s consolidated Affiliates, as the investment manager, have the power to direct the activities of the investment product and have an exposure to the economics of the VIE that is more than insignificant, though generally only for a short period while the product is established and has yet to attract significant other investors. When the products are consolidated, the Company retains the specialized investment company accounting principles of the underlying products, and all of the underlying investments are carried at fair value in Investments in marketable securities, with corresponding changes in the investments’ fair values included in Investment and other income (expense). Purchases and sales of securities are presented within purchases and sales by consolidated Affiliate sponsored investment products in the Consolidated Statements of Cash Flows, respectively, and the third-party investors’ interests are recorded in Redeemable non-controlling interests. When the Company or its consolidated Affiliates no longer control these products, due to a reduction in ownership or other reasons, the products are deconsolidated with only the Company’s or its consolidated Affiliate’s investment in the product reported from the date of deconsolidation.
| December 31, 2022 | September 30, 2023 | ||||||||||||||||||||||
| Unconsolidated VIE Net Assets | Carrying Value and Maximum Exposure to Loss | Unconsolidated VIE Net Assets | Carrying Value and Maximum Exposure to Loss | ||||||||||||||||||||
| Affiliate sponsored investment products | $ | $ | $ | $ | |||||||||||||||||||
7.Debt
14
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| December 31, 2022 | September 30, 2023 | ||||||||||
| Senior bank debt | $ | $ | |||||||||
| Senior notes | |||||||||||
| Junior subordinated notes | |||||||||||
| Junior convertible securities | |||||||||||
| Debt | $ | $ | |||||||||
The Company’s senior notes, junior subordinated notes, and junior convertible securities are carried at amortized cost. Unamortized discounts and debt issuance costs are presented within the Consolidated Balance Sheets as an adjustment to the carrying value of the associated debt.
Senior Bank Debt
The Company has a $1.25 billion senior unsecured multicurrency revolving credit facility (the “revolver”) and a $350.0 million senior unsecured term loan facility (the “term loan” and, together with the revolver, the “credit facilities”). The revolver matures on October 25, 2027 and the term loan matures on October 23, 2026. Subject to certain conditions, the Company may increase the commitments under the revolver by up to an additional $500.0 million and may borrow up to an additional $75.0 million under the term loan. The Company pays interest on any outstanding obligations under the credit facilities at specified rates, currently based either on an applicable term-SOFR plus a SOFR adjustment of 0.10 % or prime rate, plus a marginal rate determined based on its credit rating. As of September 30, 2023, the interest rate for the Company’s outstanding borrowings under the term loan was term-SOFR plus a SOFR adjustment of 0.10 % plus the marginal rate of 0.85 %. As of December 31, 2022 and September 30, 2023, the Company had no
Senior Notes
As of September 30, 2023, the Company had senior notes outstanding. The carrying values of the senior notes are accreted to their principal amount at maturity over the remaining life of the underlying instrument. The principal terms of the senior notes outstanding as of September 30, 2023 were as follows:
| 2024 Senior Notes | 2025 Senior Notes | 2030 Senior Notes | ||||||||||||||||||
| Issue date | February 2014 | February 2015 | June 2020 | |||||||||||||||||
| Maturity date | February 2024 | August 2025 | June 2030 | |||||||||||||||||
| Par value (in millions) | $ | $ | $ | |||||||||||||||||
| Stated coupon | % | % | % | |||||||||||||||||
| Coupon frequency | Semi-annually | Semi-annually | Semi-annually | |||||||||||||||||
| Potential call date | Any time | Any time | Any time | |||||||||||||||||
| Call price | As defined | As defined | As defined | |||||||||||||||||
The senior notes may be redeemed, in whole or in part, at any time, in the case of the 2024 and 2025 senior notes, and at any time prior to March 15, 2030, in the case of the 2030 senior notes. In each case, the senior notes may be redeemed at a make-whole redemption price, plus accrued and unpaid interest. The make-whole redemption price, in each case, is equal to the greater of 100 0.25 0.40 %, in the case of the 2030 senior notes.
Junior Subordinated Notes
15
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| 2059 Junior Subordinated Notes | 2060 Junior Subordinated Notes | 2061 Junior Subordinated Notes | ||||||||||||||||||
| Issue date | March 2019 | September 2020 | July 2021 | |||||||||||||||||
| Maturity date | March 2059 | September 2060 | September 2061 | |||||||||||||||||
| Par value (in millions) | $ | $ | $ | |||||||||||||||||
| Stated coupon | % | % | % | |||||||||||||||||
| Coupon frequency | Quarterly | Quarterly | Quarterly | |||||||||||||||||
| Potential call date | March 2024 | September 2025 | September 2026 | |||||||||||||||||
| Call price | As defined | As defined | As defined | |||||||||||||||||
| Listing | NYSE | NYSE | NYSE | |||||||||||||||||
The junior subordinated notes may be redeemed at any time, in whole or in part, on or after March 30, 2024, in the case of the 2059 junior subordinated notes, on or after September 30, 2025, in the case of the 2060 junior subordinated notes, and on or after September 30, 2026, in the case of the 2061 junior subordinated notes. In each case, the junior subordinated notes may be redeemed at 100 100 102
The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the terms of the junior subordinated notes.
Junior Convertible Securities
As of September 30, 2023, the Company had $341.7 million of principal outstanding in its 5.15 % junior convertible trust preferred securities (the “junior convertible securities”), maturing in 2037. The junior convertible securities bear interest at a rate of 5.15 % per annum, payable quarterly in cash.
As of December 31, 2022 and September 30, 2023, the unamortized issuance costs related to the junior convertible securities were $3.1 million and $2.9 million, respectively.
The following table presents interest expense recognized in connection with the junior convertible securities:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||
| Contractual interest expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Effective interest rate | % | % | % | % | ||||||||||||||||||||||
Holders of the junior convertible securities have no rights to put these securities to the Company. The holder may convert the securities to 0.2558 shares of common stock per $50.00 junior convertible security, equivalent to an adjusted conversion price of $195.47 per share. The conversion rate is subject to adjustments as described in the Amended and Restated Declaration of Trust of AMG Capital Trust II and the related indenture, both dated October 17, 2007 and filed as exhibits to the Company’s most recent Annual Report on Form 10-K. Upon conversion, holders will receive cash or shares of the Company’s common stock, or a combination thereof, at the Company’s election. The Company may redeem the junior convertible securities if the closing price of its common stock for 20 trading days in a period of 30 consecutive trading days exceeds 130 % of the then prevailing conversion price, and may also repurchase junior convertible securities in the open market or in privately negotiated transactions from time to time at management’s discretion. During the nine months ended September 30, 2022, the Company repurchased a portion of its junior convertible securities for a purchase price of $60.9 million and as a result of these repurchases, the Company reduced its Deferred income tax liability (net) by $11.7 million. The Company did not repurchase any of its junior convertible securities during the nine months ended September 30, 2023.
16
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
8.Commitments and Contingencies
From time to time, the Company and its Affiliates may be subject to claims, legal proceedings, and other contingencies in the ordinary course of their business activities. Any such matters are subject to various uncertainties, and it is possible that some of these matters may be resolved in a manner unfavorable to the Company or its Affiliates. The Company and its Affiliates establish accruals, as necessary, for matters for which the outcome is probable and the amount of the liability can be reasonably estimated.
The Company has committed to co-invest in certain Affiliate sponsored investment products. As of September 30, 2023, these unfunded commitments were $151.7 million and may be called in future periods.
As of September 30, 2023, the Company was obligated to make deferred payments and was contingently liable to make payments in connection with certain of its consolidated Affiliates, which are included in Other liabilities, as follows:
| Earliest Payable | ||||||||||||||||||||||||||||||||||||||||||||
| Controlling Interest | Co-Investor | Total | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Deferred payment obligations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Contingent payment obligations(1) | ||||||||||||||||||||||||||||||||||||||||||||
(1)Fair value as of September 30, 2023. The Company is contingently liable to make maximum contingent payments of up to $110.0 million ($24.9 million attributable to the co-investor), of which $100.0 million and $10.0 million may become payable in 2024 and 2025, respectively.
As of September 30, 2023, the Company was obligated to make deferred payments of $57.3 million related to certain of its investments in Affiliates accounted for under the equity method, all of which is payable in 2024. Deferred payment obligations are included in Other liabilities.
As of September 30, 2023, the Company was contingently liable to make payments of $198.1 million related to the achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, all of which may become payable from 2024 through 2029. As of September 30, 2023, the Company expected to make payments of approximately $13 million. In the event certain financial targets are not met at one of the Company’s Affiliates accounted for under the equity method, the Company may receive payments of up to $12.5 million and also has the option to reduce its ownership interest and receive an incremental payment of $25.0 million.
Affiliate equity interests provide holders at consolidated Affiliates with a conditional right to put their interests to the Company over time. See Note 14.
9.Goodwill and Acquired Client Relationships
The following tables present the changes in the Company’s consolidated Goodwill and components of Acquired client relationships (net):
| Goodwill | ||||||||
| Balance, as of December 31, 2022 | $ | |||||||
Veritable Transaction(1) | ( | |||||||
| Foreign currency translation | ||||||||
| Other | ( | |||||||
| Balance, as of September 30, 2023 | $ | |||||||
(1)Represents Goodwill allocated to Veritable as of the closing date, including $3.5 million attributable to the non-controlling interests.
17
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of September 30, 2023 the Company completed its annual impairment assessment on goodwill and no impairment was indicated.
| Acquired Client Relationships (Net) | |||||||||||||||||||||||||||||
| Definite-lived | Indefinite-lived | Total | |||||||||||||||||||||||||||
| Gross Book Value | Accumulated Amortization | Net Book Value | Net Book Value | Net Book Value | |||||||||||||||||||||||||
| Balance, as of December 31, 2022 | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
Veritable Transaction(1) | ( | ( | — | ( | |||||||||||||||||||||||||
| Intangible amortization and impairments | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Foreign currency translation | ( | ||||||||||||||||||||||||||||
Transfers(2) | ( | — | ( | ( | |||||||||||||||||||||||||
| Balance, as of September 30, 2023 | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
(1)Represents acquired client relationships attributable to Veritable as of the closing date, including $6.7 million attributable to the non-controlling interests.
(2)Transfers include acquired client relationships at Affiliates that were deconsolidated during the period.
Definite-lived acquired client relationships at the Company’s consolidated Affiliates are amortized over their expected period of economic benefit. The Company recorded amortization expense within Intangible amortization and impairments in the Consolidated Statements of Income for these relationships of $12.2 million and $36.9 million for the three and nine months ended September 30, 2022, respectively, and $12.5 million and $37.5 million for the three and nine months ended September 30, 2023, respectively. Based on relationships existing as of September 30, 2023, the Company estimates that its consolidated amortization expense will be approximately $11 million for the remainder of 2023, approximately $30 million in 2024, and approximately $25
As of September 30, 2023, no impairments of indefinite-lived acquired client relationships were indicated.
Veritable Transaction
In September 2023, the Company completed its previously announced agreement with a third party and Veritable, LP (“Veritable”), one of the Company’s consolidated Affiliates, under which the third party acquired 100 % of the outstanding equity interests in Veritable (the “Veritable Transaction”). Pursuant to the terms of the agreement, the Company received $287.4 million in cash, net of transaction costs of $6.6 million. Veritable is included in the Company’s results through the closing date, and the Company’s gain on the transaction was $133.1 million, which is recorded in Affiliate Transaction gain on the Consolidated Statements of Income. The after-tax net cash proceeds from the transaction were $225.1 million.
10.Equity Method Investments in Affiliates
In August 2023, the Company completed its minority investment in Forbion Group Holding B.V. (“Forbion”), a leading European private markets firm focused on investing in high-quality life sciences companies. The Company’s provisional purchase price allocation is measured using financial models that include assumptions of expected market performance, net client cash flows, and discount rates. The associated provisional amounts may be revised upon completion of the final valuation.
The financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated Financial Statements one quarter in arrears.
18
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| December 31, 2022 | September 30, 2023 | |||||||||||||
| Goodwill | $ | $ | ||||||||||||
| Definite-lived acquired client relationships (net) | ||||||||||||||
| Indefinite-lived acquired client relationships (net) | ||||||||||||||
| Undistributed earnings and tangible capital | ||||||||||||||
| Equity method investments in Affiliates (net) | $ | $ | ||||||||||||
The following table presents the change in Equity method investments in Affiliates (net):
| Equity Method Investments in Affiliates (Net) | |||||
| Balance, as of December 31, 2022 | $ | ||||
| Investments in Affiliates | |||||
| Earnings | |||||
| Intangible amortization and impairments | ( | ||||
| Distributions of earnings | ( | ||||
| Foreign currency translation | |||||
| Other | ( | ||||
| Balance, as of September 30, 2023 | $ | ||||
Definite-lived acquired client relationships at the Company’s Affiliates accounted for under the equity method are amortized over their expected period of economic benefit. The Company recorded amortization expense for these relationships of $31.4 million and $89.3 million for the three and nine months ended September 30, 2022, respectively, and $21.2 million and $63.0 million for the three and nine months ended September 30, 2023, respectively. Based on relationships existing as of September 30, 2023, the Company estimates the amortization expense attributable to its Affiliates will be approximately $23 million for the remainder of 2023, approximately $60 50 40 million in 2028.
The Company had 20 and 21 Affiliates accounted for under the equity method as of December 31, 2022 and September 30, 2023, respectively. The majority of these Affiliates are partnerships with structured interests that define how the Company will participate in Affiliate earnings, typically based upon a fixed percentage of revenue reduced by, in some cases, certain agreed-upon expenses. The partnership agreements do not define a fixed percentage for the Company’s ownership of the equity of the Affiliate. These percentages would be subject to a separate future negotiation if an Affiliate were to be sold or liquidated.
11.Related Party Transactions
A prior owner of one of the Company’s consolidated Affiliates retains interests in certain of the Affiliate’s private equity partnerships and, as a result, is a related party of the Company. The prior owner’s interests are presented within Other liabilities and were $21.0 million and $18.5 million as of December 31, 2022 and September 30, 2023, respectively.
The Company may invest from time to time in funds or products advised by its Affiliates. The Company’s executive officers and directors may invest from time to time in funds advised or products offered by its Affiliates, or receive other investment services provided by its Affiliates, on substantially the same terms as other investors. In addition, the Company and its Affiliates earn asset- and performance-based fees and incur distribution and other expenses for services provided to Affiliate sponsored investment products. Affiliate management owners and the Company’s officers may serve as trustees or directors of certain investment vehicles from which the Company or an Affiliate earns fees. Also, from time to time, the Company may
19
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
12.Share-Based Compensation
The following table presents share-based compensation expense:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Share-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Tax benefit | |||||||||||||||||||||||
As of December 31, 2022, the Company had unrecognized share-based compensation expense of $64.7 million. As of September 30, 2023, the Company had unrecognized share-based compensation expense of $68.3 million, which will be recognized over a weighted average period of approximately three years (assuming no forfeitures).
Restricted Stock
The following table summarizes transactions in the Company’s restricted stock units:
| Restricted Stock Units | Weighted Average Grant Date Value | ||||||||||
| Unvested units–December 31, 2022 | $ | ||||||||||
| Units granted | |||||||||||
| Units vested | ( | ||||||||||
| Units forfeited | ( | ) | |||||||||
| Performance condition changes | |||||||||||
| Unvested units–September 30, 2023 | |||||||||||
For the nine months ended September 30, 2022 and 2023, the Company granted restricted stock units with fair values of $47.1 million and $49.2 million, respectively. These restricted stock units were valued based on the closing price of the Company’s common stock on the grant date and the number of shares expected to vest. Restricted stock units containing vesting conditions generally require service over a period of three years to four years and may also require the satisfaction of certain performance conditions. For awards with performance conditions, the number of restricted stock units expected to vest may change over time depending upon the performance level achieved.
Stock Options
20
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | |||||||||||||||
| Unexercised options outstanding–December 31, 2022 | $ | ||||||||||||||||
| Options granted | |||||||||||||||||
| Options exercised | ( | ) | |||||||||||||||
| Options forfeited | |||||||||||||||||
| Options expired | |||||||||||||||||
| Performance condition changes | |||||||||||||||||
| Unexercised options outstanding–September 30, 2023 | |||||||||||||||||
| Exercisable at September 30, 2023 | |||||||||||||||||
For the nine months ended September 30, 2022, the Company granted stock options with fair values of $1.8 million. The Company did not grant any stock options during the nine months ended September 30, 2023. Stock options generally vest over a period of three years to five years and expire seven years after the grant date. All stock options have been granted with exercise prices equal to the closing price of the Company’s common stock on the grant date. Substantially all of the Company’s outstanding stock options contain both service and performance conditions. For awards with performance conditions, the number of stock options expected to vest may change over time depending upon the performance level achieved.
For the nine months ended September 30, 2022, the weighted average fair value of options granted was $47.84 . The Company uses the Black-Scholes option pricing model to determine the fair value of options. The weighted average grant date assumptions used to estimate the fair value of stock options granted were as follows:
| For the Nine Months Ended September 30, | ||||||||||||||
| 2022 | ||||||||||||||
| Dividend yield | % | |||||||||||||
| Expected volatility | % | |||||||||||||
| Risk-free interest rate | % | |||||||||||||
| Expected life of options (in years) | ||||||||||||||
| Forfeiture rate | % | |||||||||||||
13.Redeemable Non-Controlling Interests
Affiliate equity interests provide holders with an equity interest in one of the Company’s Affiliates, consistent with the structured partnership interests in place at the respective Affiliate. Affiliate equity holders generally have a conditional right to put their interests to the Company at certain intervals (between five years and 15 years from the date the equity interest is received by the Affiliate equity holder or on an annual basis following an Affiliate equity holder’s departure). Prior to becoming redeemable, the Company’s Affiliate equity is presented within Non-controlling interests. Upon becoming redeemable, these interests are reclassified to Redeemable non-controlling interests at their current redemption values. Changes in the current redemption value are recorded to Additional paid-in capital. When the Company has an unconditional obligation to purchase Affiliate equity interests, the interests are reclassified from Redeemable non-controlling interest to Other liabilities at current fair value. Changes in fair value are recorded to Other expenses (net).
21
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| Redeemable Non-controlling Interests | |||||||||||
| Balance, as of December 31, 2022 | $ | ||||||||||
| Veritable Transaction | ( | ||||||||||
| Decrease attributable to consolidated Affiliate sponsored investment products | ( | ||||||||||
| Transfers to Other liabilities | ( | ||||||||||
| Transfers from Non-controlling interests | |||||||||||
| Changes in redemption value | |||||||||||
Balance, as of September 30, 2023(1) | $ | ||||||||||
(1)As of December 31, 2022 and September 30, 2023, Redeemable non-controlling interests include consolidated Affiliate sponsored investment products primarily attributable to third-party investors of $20.1 million and $13.9 million, respectively.
14.Affiliate Equity
Affiliate equity interests are allocated income in a manner that is consistent with the structured partnership interests in place at the respective Affiliate. The Company’s Affiliates generally pay quarterly distributions to Affiliate equity holders. Distributions paid to non-controlling interest Affiliate equity holders were $278.0 million and $216.4 million for the nine months ended September 30, 2022 and 2023, respectively.
The Company periodically purchases Affiliate equity from and issues Affiliate equity to the Company’s consolidated Affiliate partners and other parties under agreements that provide the Company a conditional right to call and Affiliate equity holders the conditional right to put their Affiliate equity interests to the Company at certain intervals. The Company has the right to settle a portion of these purchases in shares of its common stock. For Affiliates accounted for under the equity method, the Company does not typically have such put and call arrangements. For the nine months ended September 30, 2022 and 2023, the amount of cash paid for purchases was $37.0 million and $41.7 million, respectively. For the nine months ended September 30, 2022 and 2023, the total amount of cash received for issuances was $15.2 million and $13.4 million, respectively.
Sales and purchases of Affiliate equity generally occur at fair value; however, the Company also grants Affiliate equity to its consolidated Affiliate partners and other parties as a form of compensation. If the equity is issued for consideration below the fair value of the equity, or purchased for consideration above the fair value of the equity, the difference is recorded as compensation expense in Compensation and related expenses in the Consolidated Statements of Income over the requisite service period.
The following table presents Affiliate equity compensation expense:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Controlling interest | $ | $ | $ | $ | |||||||||||||||||||
| Non-controlling interests | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table presents unrecognized Affiliate equity compensation expense:
| Controlling Interest | Remaining Life | Non-controlling Interests | Remaining Life | ||||||||||||||||||||
| December 31, 2022 | $ | $ | |||||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||
The Company records amounts receivable from, and payable to, Affiliate equity holders in connection with the transfer of Affiliate equity interests that have not settled at the end of the period. The total receivable was $11.6 million and $6.0 million
22
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
as of December 31, 2022 and September 30, 2023, respectively, and was included in Other assets. The total payable was $24.5 million and $45.2 million as of December 31, 2022 and September 30, 2023, respectively, and was included in Other liabilities.
Effects of Changes in the Company’s Ownership in Affiliates
The Company periodically acquires interests from, and transfers interests to, Affiliate equity holders. Because these transactions do not result in a change of control, any gain or loss related to these transactions is recorded to Additional paid-in capital, which increases or decreases the controlling interest’s equity. No gain or loss related to these transactions is recognized in the Consolidated Statements of Income or the Consolidated Statements of Comprehensive Income.
While the Company presents the current redemption value of Affiliate equity within Redeemable non-controlling interests, with changes in the current redemption value increasing or decreasing the controlling interest’s equity over time, the following table presents the cumulative effect that ownership changes had on the controlling interest’s equity related only to Affiliate equity transactions that occurred during the applicable periods:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Net income (controlling interest) | $ | $ | $ | $ | |||||||||||||||||||
| Decrease in controlling interest paid-in capital from Affiliate equity issuances | ( | ( | ( | ( | |||||||||||||||||||
| (Decrease) increase in controlling interest paid-in capital from Affiliate equity purchases | ( | ( | ( | ||||||||||||||||||||
| Net income (controlling interest) including the net impact of Affiliate equity transactions | $ | $ | $ | $ | |||||||||||||||||||
15.Income Taxes
The Company’s consolidated income tax provision includes taxes attributable to the controlling interest and, to a lesser extent, taxes attributable to the non-controlling interests.
The following table presents the consolidated provision for income taxes:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Controlling interest: | |||||||||||||||||||||||
| Current taxes | $ | $ | $ | $ | |||||||||||||||||||
| Intangible-related deferred taxes | ( | ||||||||||||||||||||||
| Other deferred taxes | ( | ||||||||||||||||||||||
| Total controlling interest | |||||||||||||||||||||||
| Non-controlling interests: | |||||||||||||||||||||||
| Current taxes | $ | $ | $ | $ | |||||||||||||||||||
| Deferred taxes | |||||||||||||||||||||||
| Total non-controlling interests | |||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Income before income taxes (controlling interest) | $ | $ | $ | $ | |||||||||||||||||||
Effective tax rate (controlling interest)(1) | % | % | % | % | |||||||||||||||||||
(1)Taxes attributable to the controlling interest divided by income before income taxes (controlling interest).
The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2022 was lower than the marginal tax rate of 24.5%, primarily due to discrete foreign tax benefits. The Company’s effective tax rate (controlling interest) for the nine months ended September 30, 2022 was not meaningfully different than the marginal tax rate of 24.5%.
23
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Company’s effective tax rate (controlling interest) for the three months ended September 30, 2023 was higher than the marginal tax rate of 24.5%, primarily due to the increase in the UK corporate tax rate in 2023. The Company’s effective tax rate (controlling interest) for the nine months ended September 30, 2023 was lower than the marginal tax rate primarily due to discrete foreign tax benefits and tax windfalls attributable to share-based compensation.
In August 2022, the Inflation Reduction Act was enacted into law. The relevant provisions of the Inflation Reduction Act for the Company are the 15% corporate alternative minimum income tax and the 1% excise tax on repurchases of the Company’s common stock. These provisions are effective as of January 1, 2023. The Company does not currently expect the Inflation Reduction Act to have a material impact on its Consolidated Financial Statements. The Company records the excise tax as part of the cost basis of its common stock repurchased.
16.Earnings Per Share
The calculation of Earnings per share (basic) is based on the weighted average number of shares of the Company’s common stock outstanding during the period. Earnings per share (diluted) is similar to Earnings per share (basic), but adjusts for the dilutive effect of the potential issuance of incremental shares of the Company’s common stock.
The following is a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share available to common stockholders:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income (controlling interest) | $ | $ | $ | $ | |||||||||||||||||||
| Income from hypothetical settlement of Redeemable non-controlling interests, net of taxes | |||||||||||||||||||||||
| Interest expense on junior convertible securities, net of taxes | |||||||||||||||||||||||
| Net income (controlling interest), as adjusted | $ | $ | $ | $ | |||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Average shares outstanding (basic) | |||||||||||||||||||||||
| Effect of dilutive instruments: | |||||||||||||||||||||||
| Stock options and restricted stock units | |||||||||||||||||||||||
| Hypothetical issuance of shares to settle Redeemable non-controlling interests | |||||||||||||||||||||||
| Junior convertible securities | |||||||||||||||||||||||
| Average shares outstanding (diluted) | |||||||||||||||||||||||
Average shares outstanding (diluted) in the table above excludes stock options and restricted stock units that have not met certain performance conditions and instruments that have an anti-dilutive effect on Earnings per share (diluted). The following is a summary of items excluded from the denominator in the table above:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2023 | 2022 | 2023 | ||||||||||||||||||||
| Stock options and restricted stock units | |||||||||||||||||||||||
| Shares issuable to settle Redeemable non-controlling interests | |||||||||||||||||||||||
For the three and nine months ended September 30, 2023, under its authorized share repurchase programs, the Company repurchased 1.2 million and 2.0 million shares of its common stock at an average price per share of $137.34 and $132.90 , respectively.
In December 2022, the Company entered into an accelerated share repurchase agreement to repurchase shares of its common stock in exchange for an upfront payment of $225.0 million. The Company received an initial share delivery of 1.1 million shares in December 2022, which represented 80 % of the upfront payment based on the closing price of its common
24
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
17.Comprehensive Income
The following table presents the tax effects allocated to each component of Other comprehensive income (loss):
| For the Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2023 | ||||||||||||||||||||||||||||||||||
| Pre-Tax | Tax Benefit | Net of Tax | Pre-Tax | Tax (Expense) Benefit | Net of Tax | ||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Change in net realized and unrealized gain (loss) on derivative financial instruments | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Change in net unrealized gain (loss) on available-for-sale debt securities | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2023 | ||||||||||||||||||||||||||||||||||
| Pre-Tax | Tax Benefit | Net of Tax | Pre-Tax | Tax (Expense) Benefit | Net of Tax | ||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Change in net realized and unrealized gain (loss) on derivative financial instruments | ( | ( | |||||||||||||||||||||||||||||||||
| Change in net unrealized gain (loss) on available-for-sale debt securities | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
The components of accumulated other comprehensive loss, net of taxes, were as follows:
| Foreign Currency Translation Adjustment | Realized and Unrealized Gains (Losses) on Derivative Financial Instruments | Unrealized Gains (Losses) on Investment Available-for-Sale Debt Securities | Total | ||||||||||||||||||||
| Balance, as of December 31, 2022 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified | ( | ( | |||||||||||||||||||||
| Net other comprehensive income | |||||||||||||||||||||||
| Balance, as of September 30, 2023 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
25
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q, in our other filings with the Securities and Exchange Commission, in our press releases, and in oral statements made with the approval of an executive officer may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements, and may be prefaced with words such as “outlook,” “guidance,” “believes,” “expects,” “potential,” “preliminary,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “projects,” “positioned,” “prospects,” “intends,” “plans,” “estimates,” “pending investments,” “anticipates,” or the negative version of these words or other comparable words. Such statements are subject to certain risks and uncertainties, including, among others, the factors discussed under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and from time to time, as applicable, our Quarterly Reports on Form 10-Q . These factors (among others) could affect our financial condition, business activities, results of operations, cash flows, or overall financial performance and cause actual results and business activities to differ materially from historical periods and those presently anticipated and projected. Forward-looking statements speak only as of the date they are made, and we will not undertake and we specifically disclaim any obligation to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of events, whether or not anticipated. In that respect, we caution readers not to place undue reliance on any such forward-looking statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
References throughout this report to “AMG,” “we,” “us,” “our,” the “Company” and similar references refer to Affiliated Managers Group, Inc., unless otherwise stated or the context otherwise requires.
Executive Overview
AMG is a leading partner to independent investment management firms globally. Our strategy is to generate long-term value by investing in a diverse array of high-quality independent partner-owned firms, referred to as “Affiliates,” through a proven partnership approach, and allocating resources across our unique opportunity set to the areas of highest growth and return. Our innovative partnership approach enables each Affiliate’s management team to own significant equity in their firm while maintaining operational and investment autonomy. In addition, we offer our Affiliates growth capital, distribution, and other strategic value-added capabilities, which enhance the long-term growth of these independent businesses, and enable them to align equity incentives across generations of principals to build enduring franchises. As of September 30, 2023, our aggregate assets under management were approximately $636 billion across a broad range of differentiated investment strategies.
In August 2023, we completed our minority investment in Forbion Group Holding B.V. (“Forbion”), a leading European private markets firm focused on investing in high-quality life sciences companies. Following the close of the transaction, Forbion partners continue to hold a significant majority of the equity of the business and direct its day-to-day operations.
In September 2023, we completed our previously announced agreement with a third party and Veritable, LP (“Veritable”), one of our consolidated Affiliates, under which the third party acquired 100% of the outstanding equity interests in Veritable (the “Veritable Transaction”). Pursuant to the terms of the agreement, we received $287.4 million in cash, net of transaction costs of $6.6 million. Our gain on the transaction was $133.1 million and our after-tax net cash proceeds were $225.1 million.
In October 2023, we completed our minority investment in Ara Partners Group, LLC (“Ara Partners”), a private markets firm specializing in industrial decarbonization. Following the close of the transaction, Ara Partners’ management continues to hold a significant majority of the equity of the business and directs its day-to-day operations. The financial results will be recognized in the Consolidated Financial Statements one quarter in arrears.
Operating Performance Measures
Under accounting principles generally accepted in the U.S. (“GAAP”), we are required to consolidate certain of our Affiliates and use the equity method of accounting for others. Whether we consolidate an Affiliate or use the equity method of accounting, we maintain the same innovative partnership approach and provide support and assistance in substantially the same manner for all of our Affiliates. Furthermore, all of our Affiliates are investment managers and are impacted by similar
26
marketplace factors and industry trends. Therefore, our key aggregate operating performance measures are important in providing management with a more comprehensive view of the operating performance and material trends across our entire business.
The following table presents our key aggregate operating performance measures:
| As of and for the Three Months Ended September 30, | As of and for the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (in billions, except as noted) | 2022 | 2023 | % Change | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Assets under management | $ | 644.6 | $ | 635.8 | (1) | % | $ | 644.6 | $ | 635.8 | (1) | % | ||||||||||||||||||||||||||
| Average assets under management | 680.1 | 663.8 | (2) | % | 731.8 | 664.4 | (9) | % | ||||||||||||||||||||||||||||||
| Aggregate fees (in millions) | 1,165.5 | 997.5 | (14) | % | 3,675.6 | 3,505.7 | (5) | % | ||||||||||||||||||||||||||||||
Assets under management, and therefore average assets under management, include the assets under management of our consolidated and equity method Affiliates. Assets under management is presented on a current basis without regard to the timing of the inclusion of an Affiliate’s financial results in our operating performance measures and Consolidated Financial Statements. Average assets under management reflects the timing of the inclusion of an Affiliate’s financial results in our operating performance measures and Consolidated Financial Statements. Average assets under management for mutual funds and similar investment products generally represents an average of the daily net assets under management, while for institutional and high net worth clients, average assets under management generally represents an average of the assets at the beginning or end of each month during the applicable period.
Aggregate fees consist of the total asset- and performance-based fees earned by all of our consolidated and equity method Affiliates. For certain of our Affiliates accounted for under the equity method, we report aggregate fees and the Affiliate’s financial results in our Consolidated Financial Statements one quarter in arrears. Aggregate fees are provided in addition to, but not as a substitute for, Consolidated revenue or other GAAP performance measures.
Assets Under Management
Our Affiliates provide a diverse range of differentiated return streams through their specialized investment processes. We continue to see client demand for alternative strategies, as evidenced by our net inflows in this category for the three and nine months ended September 30, 2023. At the same time, our equity strategies saw outflows, particularly in global equities, in line with client cash flow trends across the industry. We continue to invest in areas of long-term client demand — including private markets, liquid alternatives, sustainable investment strategies, wealth management, and Asia — through new and existing Affiliates, to better position AMG to benefit from industry growth trends. We also anticipate that independent investment firms will continue to seek access to an evolving range of partnership solutions, and that we have a significant opportunity to invest in additional high-quality firms across the global investment management industry.
The following charts present information regarding the composition of our assets under management by strategy and client type as of September 30, 2023:
| Assets Under Management | ||
 | ||
(1)Alternatives include private markets strategies, which accounted for 16% of our assets under management as of September 30, 2023.
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The following tables present changes in our assets under management by strategy and client type for the three and nine months ended September 30, 2023:
By Strategy - Quarter to Date
| (in billions) | Alternatives | Global Equities | U.S. Equities | Multi-Asset & Fixed Income | Total | ||||||||||||||||||||||||
| June 30, 2023 | $ | 225.7 | $ | 190.5 | $ | 140.7 | $ | 117.0 | $ | 673.9 | |||||||||||||||||||
| Client cash inflows and commitments | 6.8 | 3.8 | 3.9 | 4.9 | 19.4 | ||||||||||||||||||||||||
| Client cash outflows | (3.9) | (13.2) | (7.2) | (4.5) | (28.8) | ||||||||||||||||||||||||
| Net client cash flows | 2.9 | (9.4) | (3.3) | 0.4 | (9.4) | ||||||||||||||||||||||||
| New investments | 3.0 | — | — | — | 3.0 | ||||||||||||||||||||||||
Veritable(1) | (0.2) | — | — | (17.6) | (17.8) | ||||||||||||||||||||||||
| Market changes | 3.9 | (5.3) | (3.6) | (1.5) | (6.5) | ||||||||||||||||||||||||
Foreign exchange(2) | (1.7) | (2.4) | (0.5) | (0.4) | (5.0) | ||||||||||||||||||||||||
| Realizations and distributions (net) | (2.2) | (0.0 | ) | (0.0 | ) | (0.1) | (2.3) | ||||||||||||||||||||||
Other(3) | (0.2) | — | 0.1 | 0.0 | (0.1) | ||||||||||||||||||||||||
| September 30, 2023 | $ | 231.2 | $ | 173.4 | $ | 133.4 | $ | 97.8 | $ | 635.8 | |||||||||||||||||||
By Client Type - Quarter to Date
| (in billions) | Institutional | Retail | High Net Worth | Total | |||||||||||||||||||
| June 30, 2023 | $ | 339.2 | $ | 199.2 | $ | 135.5 | $ | 673.9 | |||||||||||||||
| Client cash inflows and commitments | 8.2 | 6.6 | 4.6 | 19.4 | |||||||||||||||||||
| Client cash outflows | (11.0) | (13.0) | (4.8) | (28.8) | |||||||||||||||||||
| Net client cash flows | (2.8) | (6.4) | (0.2) | (9.4) | |||||||||||||||||||
| New investments | 2.8 | — | 0.2 | 3.0 | |||||||||||||||||||
Veritable(1) | (0.2) | — | (17.6) | (17.8) | |||||||||||||||||||
| Market changes | (0.4) | (3.9) | (2.2) | (6.5) | |||||||||||||||||||
Foreign exchange(2) | (2.8) | (1.9) | (0.3) | (5.0) | |||||||||||||||||||
| Realizations and distributions (net) | (2.0) | (0.1) | (0.2) | (2.3) | |||||||||||||||||||
Other(3) | 0.1 | (0.1) | (0.1) | (0.1) | |||||||||||||||||||
| September 30, 2023 | $ | 333.9 | $ | 186.8 | $ | 115.1 | $ | 635.8 | |||||||||||||||
By Strategy - Year to Date
| Alternatives | Global Equities | U.S. Equities | Multi-Asset & Fixed Income | Total | |||||||||||||||||||||||||
| December 31, 2022 | $ | 220.9 | $ | 186.1 | $ | 133.3 | $ | 110.5 | $ | 650.8 | |||||||||||||||||||
| Client cash inflows and commitments | 22.5 | 13.1 | 13.7 | 14.6 | 63.9 | ||||||||||||||||||||||||
| Client cash outflows | (15.5) | (35.3) | (22.4) | (13.8) | (87.0) | ||||||||||||||||||||||||
| Net client cash flows | 7.0 | (22.2) | (8.7) | 0.8 | (23.1) | ||||||||||||||||||||||||
| New investments | 3.0 | — | — | — | 3.0 | ||||||||||||||||||||||||
Veritable(1) | (0.2) | — | — | (17.6) | (17.8) | ||||||||||||||||||||||||
| Market changes | 5.5 | 9.9 | 8.8 | 4.3 | 28.5 | ||||||||||||||||||||||||
Foreign exchange(2) | 0.2 | 0.0 | 0.0 | (0.2) | (0.0 | ) | |||||||||||||||||||||||
| Realizations and distributions (net) | (4.8) | (0.1) | (0.1) | (0.2) | (5.2) | ||||||||||||||||||||||||
Other(3) | (0.4) | (0.3) | 0.1 | 0.2 | (0.4) | ||||||||||||||||||||||||
| September 30, 2023 | $ | 231.2 | $ | 173.4 | $ | 133.4 | $ | 97.8 | $ | 635.8 | |||||||||||||||||||
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By Client Type - Year to Date
| Institutional | Retail | High Net Worth | Total | ||||||||||||||||||||
| December 31, 2022 | $ | 333.5 | $ | 188.9 | $ | 128.4 | $ | 650.8 | |||||||||||||||
| Client cash inflows and commitments | 25.1 | 24.1 | 14.7 | 63.9 | |||||||||||||||||||
| Client cash outflows | (36.1) | (35.5) | (15.4) | (87.0) | |||||||||||||||||||
| Net client cash flows | (11.0) | (11.4) | (0.7) | (23.1) | |||||||||||||||||||
| New investments | 2.8 | — | 0.2 | 3.0 | |||||||||||||||||||
Veritable(1) | (0.2) | — | (17.6) | (17.8) | |||||||||||||||||||
| Market changes | 13.1 | 10.1 | 5.3 | 28.5 | |||||||||||||||||||
Foreign exchange(2) | 0.0 | 0.0 | (0.0 | ) | (0.0 | ) | |||||||||||||||||
| Realizations and distributions (net) | (4.2) | (0.8) | (0.2) | (5.2) | |||||||||||||||||||
Other(3) | (0.1) | (0.0 | ) | (0.3) | (0.4) | ||||||||||||||||||
| September 30, 2023 | $ | 333.9 | $ | 186.8 | $ | 115.1 | $ | 635.8 | |||||||||||||||
(1)Assets under management attributable to Veritable as of the closing date.
(2)Foreign exchange reflects the impact of translating into U.S. dollars the assets under management of our Affiliates whose functional currency is not the U.S. dollar.
(3)Other includes assets under management attributable to product transitions and reclassifications.
The following tables present performance of our investment strategies, where available, measured by the percentage of assets under management ahead of their relevant benchmark:
| AUM Weight | % of AUM Ahead of Benchmark(1) | |||||||||||||||||||||||||
| 3-year | 5-year | 10-year | ||||||||||||||||||||||||
Liquid alternatives(2) | 20 | % | 85 | % | 85 | % | 86 | % | ||||||||||||||||||
Global equity(2) | 27 | % | 45 | % | 39 | % | 64 | % | ||||||||||||||||||
U.S. equity(2) | 21 | % | 46 | % | 75 | % | 83 | % | ||||||||||||||||||
Multi-asset and fixed income(3) | 16 | % | N/A | N/A | N/A | |||||||||||||||||||||
| AUM Weight | % of AUM Ahead of Benchmark(1) | |||||||||||||||||||
| IRR Latest Vintage | IRR Last Three Vintages | |||||||||||||||||||
Private markets(4) | 16 | % | 90 | % | 89 | % | ||||||||||||||
(1)Past performance is not indicative of future results. Performance and AUM information is as of September 30, 2023 and is based on data available at the time of calculation. Product returns are sourced from Affiliates while benchmark returns are generally sourced via third-party subscriptions.
(2)For liquid alternative, global equity, and U.S. equity products, performance is reported as the percentage of assets that have outperformed benchmarks across the indicated periods, and excludes market-hedging products. For purposes of investment performance comparisons, products are an aggregation of portfolios (separate accounts, investment funds, and other products) that each represent a particular investment objective, using the most representative portfolio for the performance comparison. Performance is presented for products with a three-, five-, and/or ten-year track record and is measured on a consistent basis relative to the most appropriate benchmarks. Benchmark appropriateness is generally reviewed annually to reflect any changes in how underlying portfolios/mandates are managed. Product and benchmark performance is reflected as total return and is annualized. Reported product performance is gross-of-fees for institutional and high-net-worth separate accounts, and generally net-of-fees across retail funds and other commingled vehicles such as hedge funds.
(3)Multi-asset and fixed income products are mainly our wealth management and solutions offerings. These investment products are primarily customized toward wealth preservation, estate planning, and liability and tax management, and therefore are typically not measured against a benchmark.
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(4)For private markets products, performance is reported as the percentage of assets that have outperformed benchmarks on a since-inception internal rate of return basis. Benchmarks utilized include a combination of public market equivalents, peer medians, and absolute returns where benchmarks are not available. For purposes of investment performance comparisons, the latest vintage comparison includes the most recent vehicles and strategies (traditional long-duration investment funds, customized vehicles, and other evergreen vehicles and product structures) where meaningful performance is available and calculable. In order to illustrate the performance of our private markets product category over a longer period of history, the last three vintages comparison incorporates the latest vintage vehicles and the prior two vintages for traditional long-duration investment funds, as well as additional vehicles and strategies launched during the equivalent time period as the last three vintages of traditional long-duration investment funds. Due to the nature of these investments and vehicles, reported performance is typically on a three- to six-month lag basis.
Aggregate Fees
Aggregate fees consist of asset- and performance-based fees of our consolidated and equity method Affiliates. Asset-based fees include advisory and other fees earned by our Affiliates for services provided to their clients and are typically determined as a percentage of the value of a client’s assets under management, generally inclusive of uncalled commitments. Asset-based fees are generally impacted by the level of average assets under management and the composition of these assets across our strategies with different asset-based fee ratios. Our asset-based fee ratio is calculated as asset-based fees divided by average assets under management.
In some cases, if product returns exceed certain performance thresholds, we will participate in performance-based fees. Performance-based fees are based on investment performance, typically on an absolute basis or relative to a benchmark or a hurdle rate, and are generally recognized when it is improbable that there will be a significant reversal in the amount of revenue recognized. Performance-based fees are generally billed less frequently than asset-based fees and will vary from period to period because they inherently depend on investment performance. As of September 30, 2023, approximately 28% of our total assets under management could potentially earn performance-based fees. These percentages were approximately 13% and 47% of our assets under management for our consolidated Affiliates and Affiliates accounted for under the equity method, respectively. We anticipate performance-based fees will be a recurring component of our aggregate fees; however we do not anticipate these fees to be a significant component of our Consolidated revenue as these fees are predominately earned by our Affiliates accounted for under the equity method.
Aggregate fees were $997.5 million for the three months ended September 30, 2023, a decrease of $168.0 million or 14% as compared to the three months ended September 30, 2022. The decrease in our aggregate fees was due to a $101.0 million or 8% decrease from performance-based fees, primarily in our liquid alternative and private markets strategies, and a $67.0 million or 6% decrease from asset-based fees. The decrease in asset-based fees was principally due to a decrease in our average assets under management, primarily in our global equity strategies, and the impact of the BPEA Transaction (as defined in “Supplemental Financial Performance Measures”).
Aggregate fees were $3,505.7 million for the nine months ended September 30, 2023, a decrease of $169.9 million or 5% as compared to the nine months ended September 30, 2022. The decrease in our aggregate fees was due to a $383.2 million or 11% decrease from asset-based fees, offset by a $213.3 million or 6% increase from performance-based fees, primarily in our liquid alternative strategies. The decrease in asset-based fees was principally due to a decrease in our average assets under management, primarily in our global equity strategies, and the impact of the BPEA Transaction.
Financial and Supplemental Financial Performance Measures
The following table presents our key financial and supplemental financial performance measures:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | 2022 | 2023 | % Change | ||||||||||||||||||||||||||||||||
| Net income (controlling interest) | $ | 112.6 | $ | 217.0 | 93 | % | $ | 368.0 | $ | 476.8 | 30 | % | ||||||||||||||||||||||||||
Adjusted EBITDA (controlling interest)(1) | 221.2 | 208.4 | (6) | % | 676.1 | 639.6 | (5) | % | ||||||||||||||||||||||||||||||
Economic net income (controlling interest)(1) | 167.0 | 149.5 | (10) | % | 507.1 | 474.9 | (6) | % | ||||||||||||||||||||||||||||||
(1)Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance measures and are discussed in “Supplemental Financial Performance Measures.”
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Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management as it provides a comprehensive view of our share of the financial performance of our business. Our Adjusted EBITDA (controlling interest) decreased $12.8 million or 6% in the three months ended September 30, 2023 primarily due to a $168.0 million or 14% decrease in aggregate fees. Adjusted EBITDA decreased less than aggregate fees on a percentage basis primarily due to the recognition of performance-based fees earned by Affiliates in which we hold a greater economic interest.
For the nine months ended September 30, 2023, our Adjusted EBITDA (controlling interest) decreased $36.5 million or 5%, primarily due to a $169.9 million or 5% decrease in aggregate fees and the impact of the BPEA Transaction.
For the three months ended September 30, 2023, our Net income (controlling interest) increased $104.4 million or 93%. This increase was primarily due to a $133.1 million gain on the Veritable Transaction and an $18.6 million increase in Investment and other income attributable to the controlling interest, partially offset by a $41.1 million increase in Income tax expense attributable to the controlling interest, primarily due to the Veritable Transaction.
For the nine months ended September 30, 2023, our Net income (controlling interest) increased $108.8 million or 30%. This increase was primarily due to a $133.1 million gain on the Veritable Transaction, a $73.2 million increase in Investment and other income attributable to the controlling interest, and a $30.4 million increase in Equity method income (net). These increases were partially offset by a $234.7 million decrease in Consolidated revenue, a $28.8 million increase in Income tax expense attributable to the controlling interest, primarily due to the Veritable Transaction, and an increase in Other expenses (net) attributable to the controlling interest, primarily due to an $18.2 million increase in expenses related to changes in the values of contingent payment obligations.
We believe Economic net income (controlling interest) is an important supplemental financial performance measure because it represents our performance before non-cash expenses relating to the acquisition of interests in Affiliates and improves comparability of performance between periods. For the three months ended September 30, 2023, our Economic net income (controlling interest) decreased $17.5 million or 10%, primarily due to a $12.8 million decrease in Adjusted EBITDA (controlling interest) and a $2.8 million increase in Interest expense attributable to the controlling interest.
For the nine months ended September 30, 2023, our Economic net income (controlling interest) decreased $32.2 million or 6%, primarily due to a $36.5 million decrease in Adjusted EBITDA (controlling interest).
Results of Operations
The following discussion includes the key operating performance measures and financial results of our consolidated and equity method Affiliates. Our consolidated Affiliates’ financial results are included in our Consolidated revenue, Consolidated expenses, and Investment and other income (expense), and our share of our equity method Affiliates’ financial results is reported, net of intangible amortization and impairments, in Equity method income (net).
Consolidated Revenue
The following table presents our consolidated Affiliate average assets under management and Consolidated revenue:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions, except as noted) | 2022 | 2023 | % Change | 2022 | 2023 | % Change | |||||||||||||||||||||||||||||
| Consolidated Affiliate average assets under management (in billions) | $ | 397.8 | $ | 397.7 | (0 | )% | $ | 434.1 | $ | 399.7 | (8) | % | |||||||||||||||||||||||
| Consolidated revenue | $ | 578.6 | $ | 525.2 | (9) | % | $ | 1,789.9 | $ | 1,555.2 | (13) | % | |||||||||||||||||||||||
Our Consolidated revenue decreased $53.4 million or 9% for the three months ended September 30, 2023, due to a $47.1 million or 8% decrease from performance-based fees, primarily in our private markets strategies, and a $6.3 million or 1% decrease from asset-based fees.
Our Consolidated revenue decreased $234.7 million or 13% for the nine months ended September 30, 2023, due to a $141.4 million or 8% decrease from asset-based fees and a $93.3 million or 5% decrease from performance-based fees, primarily in our private markets strategies. The decrease in asset-based fees was principally due to a decrease in consolidated Affiliate average assets under management, primarily in our global equity strategies.
Consolidated Expenses
Our Consolidated expenses are primarily attributable to the non-controlling interests of our consolidated Affiliates.
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The following table presents our Consolidated expenses:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| % Change | % Change | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||||||||||
| Compensation and related expenses | $ | 273.8 | $ | 211.8 | (23) | % | $ | 797.0 | $ | 663.0 | (17) | % | |||||||||||||||||||||||
| Selling, general and administrative | 93.2 | 91.1 | (2) | % | 275.7 | 273.4 | (1) | % | |||||||||||||||||||||||||||
| Intangible amortization and impairments | 14.4 | 12.5 | (13) | % | 39.4 | 37.5 | (5) | % | |||||||||||||||||||||||||||
| Interest expense | 28.3 | 31.1 | 10 | % | 84.7 | 92.4 | 9 | % | |||||||||||||||||||||||||||
| Depreciation and other amortization | 3.8 | 3.0 | (21) | % | 11.9 | 10.0 | (16) | % | |||||||||||||||||||||||||||
| Other expenses (net) | 11.9 | 7.9 | (34) | % | 12.3 | 36.2 | N.M.(1) | ||||||||||||||||||||||||||||
| Total consolidated expenses | $ | 425.4 | $ | 357.4 | (16) | % | $ | 1,221.0 | $ | 1,112.5 | (9) | % | |||||||||||||||||||||||
(1)Percentage change is not meaningful.
Compensation and related expenses decreased $62.0 million or 23% for the three months ended September 30, 2023, primarily due to a $63.9 million decrease in compensation correlated to the decrease in Consolidated revenue, partially offset by a $2.5 million increase in Affiliate equity compensation expense.
Compensation and related expenses decreased $134.0 million or 17% for the nine months ended September 30, 2023, primarily due to a $136.0 million decrease in compensation correlated to the decrease in Consolidated revenue, partially offset by a $3.6 million increase in Affiliate equity compensation expense.
There were no significant changes in Selling, general and administrative expenses for the three months ended September 30, 2023.
Selling, general and administrative expenses decreased $2.3 million or 1% for the nine months ended September 30, 2023, primarily due to a $9.0 million decrease in distribution and investment-related expenses principally as a result of a decrease in average assets under management on which these expenses are incurred. This decrease was partially offset by a $3.1 million increase in professional fees and a $3.0 million increase in travel-related expenses.
There were no significant changes in Intangible amortization and impairments for the three and nine months ended September 30, 2023.
Interest expense increased $2.8 million or 10% for the three months ended September 30, 2023, due to higher interest rates on our term loan.
Interest expense increased $7.7 million or 9% for the nine months ended September 30, 2023, primarily due to a $10.5 million increase resulting from higher interest rates on our term loan. This increase was partially offset by a $2.9 million decrease resulting from repurchases of our junior convertible securities in the first half of 2022.
There were no significant changes in Depreciation and other amortization for the three and nine months ended September 30, 2023.
Other expenses (net) decreased $4.0 million or 34% for the three months ended September 30, 2023, primarily due to a $4.9 million decrease in expenses related to changes in the values of contingent payment obligations.
Other expenses (net) increased $23.9 million for the nine months ended September 30, 2023, primarily due to a $23.6 million increase in expenses related to changes in the values of contingent payment obligations.
Equity Method Income (Net)
For our Affiliates accounted for under the equity method, we use structured partnership interests in which we contractually share in the Affiliate’s revenue or revenue less agreed-upon expenses. Our share of earnings or losses from Affiliates accounted for under the equity method, net of amortization and impairments, is included in Equity method income (net).
The following table presents equity method Affiliate average assets under management and equity method revenue, as well as equity method earnings, equity method intangible amortization, and equity method intangible impairments, if any, which in aggregate form Equity method income (net):
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| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions, except as noted) | 2022 | 2023 | % Change | 2022 | 2023 | % Change | |||||||||||||||||||||||||||||
| Operating Performance Measures | |||||||||||||||||||||||||||||||||||
| Equity method Affiliate average assets under management (in billions) | $ | 282.3 | $ | 266.1 | (6) | % | $ | 297.7 | $ | 264.7 | (11) | % | |||||||||||||||||||||||
| Equity method revenue | $ | 586.9 | $ | 472.3 | (20) | % | $ | 1,885.7 | $ | 1,950.5 | 3 | % | |||||||||||||||||||||||
| Financial Performance Measures | |||||||||||||||||||||||||||||||||||
| Equity method earnings | $ | 76.2 | $ | 61.0 | (20) | % | $ | 213.2 | $ | 217.3 | 2 | % | |||||||||||||||||||||||
| Equity method intangible amortization | (31.4) | (21.2) | (32) | % | (89.3) | (63.0) | (29) | % | |||||||||||||||||||||||||||
| Equity method income (net) | $ | 44.8 | $ | 39.8 | (11) | % | $ | 123.9 | $ | 154.3 | 25 | % | |||||||||||||||||||||||
Our equity method revenue decreased $114.6 million or 20% for the three months ended September 30, 2023, due to a $60.7 million or 10% decrease from asset-based fees and a $53.9 million or 10% decrease from performance-based fees, primarily in our liquid alternatives strategies. The decrease in asset-based fees was primarily due to the impact of the BPEA Transaction, partially offset by changes in the composition of our assets under management.
For the three months ended September 30, 2023, equity method earnings decreased $15.2 million or 20%, primarily due to a $114.6 million or 20% decrease in equity method revenue.
Equity method intangible amortization decreased $10.2 million or 32% for the three months ended September 30, 2023, primarily due to a $9.1 million decrease due to a decline in actual and expected client attrition for certain definite-lived acquired client relationships and a $2.7 million decrease in amortization expense related to certain definite-lived assets being fully amortized. These decreases were partially offset by a $1.6 million increase in amortization expense due to an investment in a new Affiliate.
Our equity method revenue increased $64.8 million or 3% for the nine months ended September 30, 2023, due to a $306.6 million or 15% increase from performance-based fees, primarily in our liquid alternative strategies, offset by a $241.8 million or 12% decrease from asset-based fees. The decrease in asset-based fees was primarily due to the impact of the BPEA Transaction, partially offset by changes in the composition of our assets under management.
For the nine months ended September 30, 2023, equity method earnings increased $4.1 million or 2%, primarily due to a $64.8 million or 3% increase in equity method revenue.
Equity method intangible amortization decreased $26.3 million or 29% for the nine months ended September 30, 2023, primarily due to a $23.0 million decrease due to a decline in actual and expected client attrition for certain definite-lived acquired client relationships and an $8.1 million decrease in amortization expense related to certain definite-lived assets being fully amortized. These decreases were partially offset by a $4.8 million increase in amortization expense due to an investment in a new Affiliate.
Affiliate Transaction Gain
For the three and nine months ended September 30, 2023, we recorded a $133.1 million pre-tax gain on the Veritable Transaction. See Note 9 of our Consolidated Financial Statements.
Investment and Other Income (Expense)
The following table presents our Investment and other income (expense):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | 2022 | 2023 | % Change | |||||||||||||||||||||||||||||
| Investment and other income (expense) | $ | 3.1 | $ | 23.0 | N.M.(1) | $ | (5.3) | $ | 87.2 | N.M.(1) | |||||||||||||||||||||||||
(1)Percentage change is not meaningful.
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Investment and other income increased $19.9 million for the three months ended September 30, 2023, primarily due to increases in net realized and unrealized gains on Other investments of $13.5 million and an increase in interest income of $6.7 million.
Investment and other income increased $92.5 million for the nine months ended September 30, 2023, primarily due to increases in net realized and unrealized gains on Investments in marketable securities and Other investments of $51.6 million and $27.2 million, respectively, and an increase in interest income of $17.8 million.
Income Tax Expense
The following table presents our Income tax expense:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | 2022 | 2023 | % Change | |||||||||||||||||||||||||||||
| Income tax expense | $ | 36.8 | $ | 77.7 | N.M.(1) | $ | 130.5 | $ | 155.4 | 19 | % | ||||||||||||||||||||||||
(1)Percentage change is not meaningful.
Income tax expense increased $40.9 million for the three months ended September 30, 2023, primarily due to a $38.9 million increase in taxes resulting from an increase in Income before income taxes attributable to the controlling interest primarily attributable to the gain on the Veritable Transaction.
Income tax expense increased $24.9 million or 19% for the nine months ended September 30, 2023, primarily due to a $36.1 million increase in taxes resulting from an increase in Income taxes attributable to the controlling interest primarily attributable to the gain on the Veritable Transaction, partially offset by a $3.9 million decrease in tax expense attributable to the non-controlling interest, a $2.6 million increase in tax windfalls attributable to share-based compensation, and a $1.9 million discrete tax expense related to foreign income for the nine months ended September 30, 2022 that did not reoccur.
Net Income
The following table presents Net income, Net income (non-controlling interests), and Net income (controlling interest):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | % Change | 2022 | 2023 | % Change | |||||||||||||||||||||||||||||
| Net income | $ | 164.3 | $ | 286.0 | 74 | % | $ | 557.0 | $ | 661.9 | 19 | % | |||||||||||||||||||||||
| Net income (non-controlling interests) | 51.7 | 69.0 | 33 | % | 189.0 | 185.1 | (2) | % | |||||||||||||||||||||||||||
| Net income (controlling interest) | 112.6 | 217.0 | 93 | % | 368.0 | 476.8 | 30 | % | |||||||||||||||||||||||||||
Net income (controlling interest) increased $104.4 million or 93% for the three months ended September 30, 2023, primarily due to the gain on the Veritable Transaction and an increase in Investment and other income attributable to the controlling interest, partially offset by an increase in Income tax expense attributable to the controlling interest, primarily due to the Veritable Transaction.
Net income (controlling interest) increased $108.8 million or 30% for the nine months ended September 30, 2023, primarily due to the gain on the Veritable Transaction and increases in Investment and other income attributable to the controlling interest and Equity method income (net). These increases were partially offset by a decrease in Consolidated revenue and increases in Income tax expense attributable to the controlling interest, primarily due to the Veritable Transaction and Other expenses (net) attributable to the controlling interest, primarily due to changes in the values of contingent payment obligations.
Supplemental Financial Performance Measures
As supplemental information, we provide non-GAAP performance measures of Adjusted EBITDA (controlling interest), Economic net income (controlling interest), and Economic earnings per share. Management utilizes these non-GAAP performance measures to assess our performance before our share of certain non-cash expenses and to improve comparability between periods. In the first quarter of 2023, we updated the definitions of Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) to reflect AMG's strategic evolution, including our increased allocation of capital toward private markets and liquid alternatives. To align with the economic impact of these capital allocation decisions, the
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updated definitions of Adjusted EBITDA (controlling interest) and Economic net income (controlling interest): (i) include only the realized economic gains and losses on seed capital, general partner commitments, and other strategic investments and (ii) exclude any unrealized gains and losses on strategic investments (consistent with the existing treatment of seed capital and general partner commitments). We have retroactively applied this definition change to prior periods. The following table presents the impact on the three and nine months ended September 30, 2022:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||
| (in millions) | 2022 | 2022 | ||||||||||||
| Adjusted EBITDA (controlling interest)–As reported | $ | 221.2 | $ | 676.1 | ||||||||||
| Adjusted EBITDA (controlling interest)–Prior definition | 220.4 | 689.1 | ||||||||||||
| Change | $ | 0.8 | $ | (13.0) | ||||||||||
| % Change | 0.4 | % | (1.9) | % | ||||||||||
| Economic net income (controlling interest)–As reported | $ | 167.0 | $ | 507.1 | ||||||||||
| Economic net income (controlling interest)–Prior definition | 166.4 | 516.9 | ||||||||||||
| Change | $ | 0.6 | $ | (9.8) | ||||||||||
| % Change | 0.4 | % | (1.9) | % | ||||||||||
| Economic earnings per share–As reported | $ | 4.23 | $ | 12.61 | ||||||||||
| Economic earnings per share–Prior definition | 4.21 | 12.85 | ||||||||||||
| Change | $ | 0.02 | $ | (0.24) | ||||||||||
| % Change | 0.5 | % | (1.9) | % | ||||||||||
Adjusted EBITDA (controlling interest)
Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management as it provides a comprehensive view of the financial performance of our business before our share of interest expense, income and certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to the Veritable and BPEA Transactions, and non-cash items such as certain Affiliate equity activity, gains and losses on our contingent payment obligations, and unrealized gains and losses on seed capital, general partner commitments, and other strategic investments. Adjusted EBITDA (controlling interest) is also adjusted for realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments. We believe that many investors use this non-GAAP measure when assessing the financial performance of companies in the investment management industry. This non-GAAP performance measure is provided in addition to, but not as a substitute for, Net income (controlling interest) or other GAAP performance measures.
The following table presents a reconciliation of Net income (controlling interest) to Adjusted EBITDA (controlling interest):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Net income (controlling interest) | $ | 112.6 | $ | 217.0 | $ | 368.0 | $ | 476.8 | |||||||||||||||
| Interest expense | 28.3 | 31.1 | 84.7 | 92.4 | |||||||||||||||||||
| Income taxes | 34.8 | 76.6 | 121.1 | 150.7 | |||||||||||||||||||
Intangible amortization and impairments(1) | 41.9 | 29.8 | 116.9 | 88.6 | |||||||||||||||||||
Affiliate Transactions(2) | — | (139.6) | — | (162.7) | |||||||||||||||||||
Other items(3) | 3.6 | (6.5) | (14.6) | (6.2) | |||||||||||||||||||
| Adjusted EBITDA (controlling interest) | $ | 221.2 | $ | 208.4 | $ | 676.1 | $ | 639.6 | |||||||||||||||
(1)Intangible amortization and impairments in our Consolidated Statements of Income include amortization attributable to the non-controlling interests of our consolidated Affiliates. For our Affiliates accounted for under the equity method, we do
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not separately report intangible amortization and impairments in our Consolidated Statements of Income. Our share of these Affiliates’ amortization and impairments is reported in Equity method income (net). The following table presents the Intangible amortization and impairments shown above:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Consolidated intangible amortization and impairments | $ | 14.4 | $ | 12.5 | $ | 39.4 | $ | 37.5 | |||||||||||||||
| Consolidated intangible amortization and impairments (non-controlling interests) | (3.9) | (3.9) | (11.8) | (11.9) | |||||||||||||||||||
| Equity method intangible amortization and impairments | 31.4 | 21.2 | 89.3 | 63.0 | |||||||||||||||||||
| Total | $ | 41.9 | $ | 29.8 | $ | 116.9 | $ | 88.6 | |||||||||||||||
(2)Includes Veritable Transaction gain of $133.1 million for the three and nine months ended September 30, 2023, and gains of $6.5 million and $29.6 million on ordinary shares of EQT AB (“EQT”), a public company listed on Nasdaq Stockholm (EQT.ST), for the three and nine months ended September 30, 2023, respectively. We received the EQT shares through the sale of our equity interest in Baring Private Equity Asia (“BPEA”), in connection with the strategic combination of BPEA and EQT, which was completed in the fourth quarter of 2022 (the “BPEA Transaction”).
(3)Other items include certain non-income based taxes, depreciation, and non-cash items such as gains and losses on our contingent payment obligations, certain Affiliate equity activity, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments.
Economic Net Income (controlling interest) and Economic Earnings Per Share
We believe Economic net income (controlling interest) and Economic earnings per share are important measures because they represent our performance before non-cash expenses relating to the acquisition of interests in Affiliates and improve comparability of performance between periods. Economic net income (controlling interest) and Economic earnings per share are used by our management and Board of Directors as our principal performance benchmarks, including as one of the measures for aligning executive compensation with stockholder value. These non-GAAP performance measures are provided in addition to, but not as substitutes for, Net income (controlling interest) and Earnings per share (diluted) or other GAAP performance measures.
Under our Economic net income (controlling interest) definition, we adjust Net income (controlling interest) for our share of pre-tax intangible amortization and impairments attributable to intangible assets (including the portion attributable to equity method investments in Affiliates) because these expenses do not correspond to the changes in the value of these assets, which do not diminish predictably over time. We also adjust for deferred taxes attributable to intangible assets because we believe it is unlikely these accruals will be used to settle material tax obligations. Further, we adjust for gains and losses related to the Veritable and BPEA Transactions, net of tax, and other economic items to improve comparability of performance between periods.
Economic earnings per share represents Economic net income (controlling interest) divided by the Average shares outstanding (adjusted diluted). In this calculation, we exclude the potential shares issued upon settlement of Redeemable non-controlling interests from Average shares outstanding (adjusted diluted) because we intend to settle those obligations without issuing shares, consistent with all prior Affiliate equity purchase transactions. The potential share issuance in connection with our junior convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of these junior convertible securities in excess of par, if any, are deemed to be outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of our common stock) that occurs when these securities are converted and we are relieved of our debt obligation. This method does not take into account any increase or decrease in our cost of capital in an assumed conversion.
The following table presents a reconciliation of Net income (controlling interest) to Economic net income (controlling interest) and Economic earnings per share:
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| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||
| Net income (controlling interest) | $ | 112.6 | $ | 217.0 | $ | 368.0 | $ | 476.8 | |||||||||||||||
Intangible amortization and impairments(1) | 41.9 | 29.8 | 116.9 | 88.6 | |||||||||||||||||||
Intangible-related deferred taxes(2) | 12.7 | 14.7 | 41.2 | 44.6 | |||||||||||||||||||
Affiliate Transactions(3) | — | (104.7) | — | (122.1) | |||||||||||||||||||
Other economic items(4) | (0.2) | (7.3) | (19.0) | (13.0) | |||||||||||||||||||
| Economic net income (controlling interest) | $ | 167.0 | $ | 149.5 | $ | 507.1 | $ | 474.9 | |||||||||||||||
| Average shares outstanding (diluted) | 43.5 | 43.4 | 47.8 | 42.9 | |||||||||||||||||||
| Hypothetical issuance of shares to settle Redeemable non-controlling interests | (2.3) | (5.1) | (5.7) | (3.9) | |||||||||||||||||||
| Assumed issuance of junior convertible securities shares | (1.7) | (1.7) | (1.9) | (1.7) | |||||||||||||||||||
| Average shares outstanding (adjusted diluted) | 39.5 | 36.6 | 40.2 | 37.3 | |||||||||||||||||||
| Economic earnings per share | $ | 4.23 | $ | 4.08 | $ | 12.61 | $ | 12.72 | |||||||||||||||
(1)See note (1) to the table in “Adjusted EBITDA (controlling interest).”
(2)For the three and nine months ended, September 30, 2023, intangible-related deferred taxes have been adjusted to eliminate a $28.9 million benefit related to the Veritable Transaction.
(3)Includes Veritable Transaction gain of $133.1 million and gains on EQT shares of $6.5 million and $29.6 million, net of $34.9 million and $40.6 million income tax expense for the three and nine months ended September 30, 2023, respectively.
(4)Other economic items include gains and losses related to contingent payment obligations, tax windfalls and shortfalls from share-based compensation, certain Affiliate equity activity, unrealized gains and losses on seed capital, general partner commitments, and other strategic investments, and realized economic gains and losses related to these seed capital, general partner commitments, and other strategic investments. Other economic items were net of income tax benefit of $0.0 million and $7.0 million for the three and nine months ended September 30, 2022, respectively, and income tax expense of $0.3 million and $4.7 million for the three and nine months ended September 30, 2023, respectively.
Liquidity and Capital Resources
We generate long-term value by investing in new Affiliate partnerships, existing Affiliates, and strategic value-add capabilities through which we can leverage our scale and resources to benefit our Affiliates and enhance their long-term growth prospects. Given our annual cash generation from operations, in addition to investing for growth in our business, we are also able to return excess capital to shareholders primarily through share repurchases. We continue to manage our capital structure consistent with an investment grade company and are currently rated A3 by Moody’s Investor Services and BBB+ by S&P Global Ratings.
Cash and cash equivalents were $999.2 million as of September 30, 2023 and were attributable to both our controlling and the non-controlling interests. In the nine months ended September 30, 2023, we met our cash requirements primarily through cash generated by operating activities. Our principal uses of cash in the nine months ended September 30, 2023 were for investments in new Affiliates, purchases of investment securities, distributions to Affiliate equity holders, and the return of excess capital through share repurchases.
We expect investments in new Affiliates, investments in existing Affiliates, primarily through purchases of Affiliate equity interests and general partner and seed capital investments, purchases of marketable securities, the return of capital through share repurchases and the payment of cash dividends on our common stock, repayment of debt, distributions to Affiliate equity holders, payment of income taxes, and general working capital to be the primary uses of cash on a consolidated basis for the foreseeable future. We anticipate that our current cash balance, cash flows from operations, proceeds from sales of our marketable securities, and borrowings under our senior unsecured multicurrency revolving credit facility (the “revolver”) will be sufficient to support our uses of cash for the foreseeable future. In addition, we may draw funding from the debt and equity capital markets, and our credit ratings, among other factors, allow us to access these sources of funding on favorable terms.
The following table presents operating, investing, and financing cash flow activities:
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| For the Nine Months Ended September 30, | |||||||||||
| (in millions) | 2022 | 2023 | |||||||||
| Operating cash flow | $ | 797.4 | $ | 619.4 | |||||||
| Investing cash flow | (266.6) | 477.9 | |||||||||
| Financing cash flow | (779.1) | (524.0) | |||||||||
Operating Cash Flow
Operating cash flows are calculated by adjusting Net income for other significant sources and uses of cash, significant non-cash items, and timing differences in the cash settlement of assets and liabilities.
For the nine months ended September 30, 2023, Cash flows from operating activities were $619.4 million, primarily from Net income of $661.9 million adjusted for distributions of earnings received for equity method investments of $421.7 million. These items were partially offset by timing differences in the cash settlement of receivables, other assets, and payables, accrued liabilities, and other liabilities of $254.6 million and for non-cash items of $215.9 million. For the nine months ended September 30, 2023, operating cash flows were primarily attributable to the controlling interest.
Investing Cash Flow
For the nine months ended September 30, 2023, Cash flows from investing activities were $477.9 million, primarily due to $294.0 million of cash proceeds from the Veritable Transaction and $284.3 million of net maturities and sales of investment securities. These items were partially offset by $93.8 million of investments in Affiliates. For the nine months ended September 30, 2023, investing cash flows were primarily attributable to the controlling interest.
Financing Cash Flow
For the nine months ended September 30, 2023, Cash flows used in financing activities were $524.0 million, primarily due to $216.4 million of distributions to non-controlling interests, $213.6 million of repurchases of common stock (net) and $54.8 million of other financing items.
Affiliate Equity
We periodically purchase Affiliate equity from and issue Affiliate equity to our consolidated Affiliate partners and other parties, under agreements that provide us with a conditional right to call and Affiliate equity holders with a conditional right to put their Affiliate equity interests to us at certain intervals. We have the right to settle a portion of these purchases in shares of our common stock. For Affiliates accounted for under the equity method, we do not typically have such put and call arrangements. The purchase price of these conditional purchases is generally calculated based upon a multiple of the Affiliate’s cash flow distributions, which is intended to represent fair value. Affiliate equity holders are also permitted to sell their equity interests to other individuals or entities in certain cases, subject to our approval or other restrictions.
As of September 30, 2023, the current redemption value of Affiliate equity interests was $477.5 million, of which $432.3 million was presented as Redeemable non-controlling interests (including $13.9 million of consolidated Affiliate sponsored investment products primarily attributable to third-party investors), and $45.2 million was presented as Other liabilities. Although the timing and amounts of these purchases are difficult to predict, we paid $41.7 million for Affiliate equity purchases and received $13.4 million for Affiliate equity issuances during the nine months ended September 30, 2023, and we expect net purchases of approximately $30 million of Affiliate equity during the remainder of 2023. In the event of a purchase, we become the owner of the cash flow associated with the purchased equity. See Notes 13 and 14 of our Consolidated Financial Statements.
Share Repurchases
Our Board of Directors authorized share repurchase programs in October 2023, October 2022, and January 2022 to repurchase up to 3.3 million, 3.0 million, and 2.0 million shares of our common stock, respectively, and these authorizations have no expiry. Purchases may be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions, including through the use of trading plans, as well as pursuant to accelerated share repurchase programs or other share repurchase strategies that may include derivative financial instruments. As of September 30, 2023, we had repurchased all of the shares authorized in January 2022. During the three and nine months ended September 30, 2023, we repurchased 1.2 million and 2.0 million shares of our common stock at an average price per share of $137.34 and $132.90, respectively. As of the October 16, 2023 authorization, there were a total of 5.0 million shares available for repurchase under our share repurchase programs.
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In December 2022, we entered into an accelerated share repurchase agreement to repurchase shares of our common stock in exchange for an upfront payment of $225.0 million. We received an initial share delivery of 1.1 million shares in December 2022, which represented 80% of the upfront payment based on the closing price of our common stock on the agreement date. In June 2023, we received a final share delivery of 0.4 million shares. Under this agreement we repurchased a total of 1.5 million shares at an average price of $147.29 per share.
In August 2022, the Inflation Reduction Act was enacted into law and included a 1% excise tax on stock repurchases after December 31, 2022. We do not currently expect the excise tax to have a material impact on our financial position or cash flows.
Debt
The following table presents the carrying value of our outstanding indebtedness. See Note 7 of our Consolidated Financial Statements.
| (in millions) | December 31, 2022 | September 30, 2023 | |||||||||
| Senior bank debt | $ | 350.0 | $ | 350.0 | |||||||
| Senior notes | 1,098.7 | 1,099.2 | |||||||||
| Junior subordinated notes | 765.9 | 765.9 | |||||||||
| Junior convertible securities | 341.7 | 341.7 | |||||||||
The carrying value of our debt differs from the amount reported in the notes to our Consolidated Financial Statements, as the carrying value of our debt in the table above is not reduced for debt issuance costs.
Senior Bank Debt
We have a $1.25 billion revolver and a $350.0 million term loan (together, the “credit facilities”). The revolver matures on October 25, 2027 and the term loan matures on October 23, 2026. Subject to certain conditions, we may increase the commitments under the revolver by up to an additional $500.0 million and may borrow up to an additional $75.0 million under the term loan.
As of September 30, 2023, we had no outstanding borrowings under the revolver, and could borrow all capacity and remain in compliance with our credit facilities.
Senior Notes
As of September 30, 2023, we had senior notes outstanding, the respective principal terms of which are presented below:
| 2024 Senior Notes | 2025 Senior Notes | 2030 Senior Notes | ||||||||||||||||||
| Issue date | February 2014 | February 2015 | June 2020 | |||||||||||||||||
| Maturity date | February 2024 | August 2025 | June 2030 | |||||||||||||||||
| Par value (in millions) | $ | 400.0 | $ | 350.0 | $ | 350.0 | ||||||||||||||
| Stated coupon | 4.25 | % | 3.50 | % | 3.30 | % | ||||||||||||||
| Coupon frequency | Semi-annually | Semi-annually | Semi-annually | |||||||||||||||||
| Potential call date | Any time | Any time | Any time | |||||||||||||||||
Junior Subordinated Notes
As of September 30, 2023, we had junior subordinated notes outstanding, the respective principal terms of which are presented below:
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| 2059 Junior Subordinated Notes | 2060 Junior Subordinated Notes | 2061 Junior Subordinated Notes | ||||||||||||||||||
| Issue date | March 2019 | September 2020 | July 2021 | |||||||||||||||||
| Maturity date | March 2059 | September 2060 | September 2061 | |||||||||||||||||
| Par value (in millions) | $ | 300.0 | $ | 275.0 | $ | 200.0 | ||||||||||||||
| Stated coupon | 5.875 | % | 4.75 | % | 4.20 | % | ||||||||||||||
| Coupon frequency | Quarterly | Quarterly | Quarterly | |||||||||||||||||
| Potential call date | March 2024 | September 2025 | September 2026 | |||||||||||||||||
| Listing | NYSE | NYSE | NYSE | |||||||||||||||||
Junior Convertible Securities
As of September 30, 2023, we had $341.7 million of principal outstanding in our 5.15% junior convertible trust preferred securities (the “junior convertible securities”), maturing in 2037. The junior convertible securities were issued by AMG Capital Trust II, a Delaware statutory trust, in October 2007. Each of the junior convertible securities represents an undivided beneficial interest in the assets of the trust. The trust’s only assets are junior subordinated convertible debentures issued to it by us, and have substantially the same payment terms as the junior convertible securities. We own all of the trust’s common securities, and have fully and unconditionally guaranteed, on a subordinated basis, the payment obligations on the junior convertible securities. We do not consolidate the trust’s financial results into our Consolidated Financial Statements.
Holders of the junior convertible securities have no rights to put these securities to us. Upon conversion, holders will receive cash or shares of our common stock, or a combination thereof, at our election. We may redeem the junior convertible securities, subject to our stock trading at or above certain specified levels over specified periods, and may also repurchase junior convertible securities in the open market or in privately negotiated transactions from time to time at management’s discretion. During the nine months ended September 30, 2022, we repurchased a portion of our junior convertible securities for a purchase price of $60.9 million and as a result of these repurchases, we reduced our Deferred income tax liability (net) by $11.7 million. We did not repurchase any of our junior convertible securities during the nine months ended September 30, 2023.
Equity Distribution Program
In the second quarter of 2022, we entered into equity distribution and forward equity agreements with several major securities firms under which we may, from time to time, issue and sell shares of our common stock (immediately or on a forward basis) having an aggregate sales price of up to $500.0 million (the “equity distribution program”). This equity distribution program superseded and replaced our prior equity distribution program. As of September 30, 2023, no sales had occurred under the equity distribution program.
Commitments
See Note 8 of our Consolidated Financial Statements.
Other Contingent Commitments
See Notes 5 and 8 of our Consolidated Financial Statements.
Leases
As of September 30, 2023, our lease obligations were $10.1 million for the remainder of 2023, $73.3 million from 2024 through 2025, $46.7 million from 2026 through 2027, and $87.3 million thereafter. The portion of these lease obligations attributable to the controlling interest were $2.9 million for the remainder of 2023, $20.2 million from 2024 through 2025, $6.4 million from 2026 through 2027, and $10.0 million thereafter.
Recent Accounting Developments
See Note 2 of our Consolidated Financial Statements.
Critical Accounting Estimates and Judgments
Our 2022 Annual Report on Form 10‑K includes additional information about our Critical Accounting Estimates and Judgments, and should be read in conjunction with this Quarterly Report on Form 10‑Q.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our Quantitative and Qualitative Disclosures About Market Risk for the three months ended September 30, 2023. Please refer to Item 7A of our 2022 Annual Report on Form 10-K.
Item 4.Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures during the quarter covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the quarter covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective in ensuring that (i) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance of achieving their stated objectives, and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level. We review on an ongoing basis and document our disclosure controls and procedures, and our internal control over financial reporting, and we may from time to time make changes in an effort to enhance their effectiveness and ensure that our systems evolve with our business.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)None.
(c)Purchases of Equity Securities by the Issuer:
| Period | Total Number of Shares Purchased(1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Average Price Paid Per Share | Maximum Number of Shares that May Yet Be Purchased Under Outstanding Plans or Programs(2) | |||||||||||||||||||||||||||
| July 1-31, 2023 | 309,470 | $ | 147.63 | 309,470 | $ | 147.63 | 2,883,270 | |||||||||||||||||||||||||
| August 1-31, 2023 | 545,132 | 134.54 | 545,132 | 134.54 | 2,338,138 | |||||||||||||||||||||||||||
| September 1-30, 2023 | 394,354 | 133.14 | 394,354 | 133.14 | 1,943,784 | |||||||||||||||||||||||||||
| Total | 1,248,956 | 137.34 | 1,248,956 | 137.34 | ||||||||||||||||||||||||||||
(1)Includes shares surrendered to the Company to satisfy tax withholding and/or option exercise price obligations in connection with stock swap and option exercise transactions, if any.
(2)Our Board of Directors authorized share repurchase programs in October 2023, October 2022, and January 2022 to repurchase up to 3.3 million, 3.0 million, and 2.0 million shares of our common stock, respectively, and these authorizations have no expiry. Purchases may be made from time to time, at management’s discretion, in the open market or in privately negotiated transactions, including through the use of trading plans, as well as pursuant to accelerated share repurchase programs or other share repurchase strategies that may include derivative financial instruments. As of September 30, 2023, we had repurchased all of the shares authorized in January 2022. As of the October 16, 2023 authorization, there were a total of 5.0 million shares available for repurchase under our share repurchase programs.
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Item 6.Exhibits
The exhibits are listed on the Exhibit Index below.
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EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the three- and nine-month periods ended September 30, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the three- and nine-month periods ended September 30, 2023 and 2022, (iii) the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022, (iv) the Consolidated Statements of Changes in Equity for the three- and nine-month periods ended September 30, 2023 and 2022, (v) the Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2023 and 2022, and (vi) the Notes to the Consolidated Financial Statements | |||||||
| 104 | The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101 | |||||||
* Filed herewith
** Furnished herewith
43
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC. (Registrant) | |||||
| November 6, 2023 | /s/ THOMAS M. WOJCIK | ||||
Thomas M. Wojcik on behalf of the Registrant as Chief Financial Officer (and also as Principal Financial and Principal Accounting Officer) | |||||
44
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Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Jay C. Horgen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2023
| /s/ JAY C. HORGEN | ||||||||
Jay C. Horgen President and Chief Executive Officer | ||||||||
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Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas M. Wojcik, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2023
| /s/ THOMAS M. WOJCIK | ||||||||
Thomas M. Wojcik Chief Financial Officer | ||||||||
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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc. (the "Company") for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Jay C. Horgen, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2023
| /s/ JAY C. HORGEN | ||||||||
Jay C. Horgen President and Chief Executive Officer | ||||||||
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Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Affiliated Managers Group, Inc. (the "Company") for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Thomas M. Wojcik, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2023
| /s/ THOMAS M. WOJCIK | ||||||||
Thomas M. Wojcik Chief Financial Officer | ||||||||
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