Affiliated Managers Group, Inc 10-Q for FY2024 Q1
Affiliated Managers Group, Inc. (AMG)
10-Q
2024-05-07
For: 2024-03-31
View Original
Added on
April 04, 2026
About this 10-Q
Affiliated Managers Group, Inc filed this 10-Q on May 7, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $499.9M
- down 3.4% from $517.4M a year earlier
- Net income
- $149.8M
- up 11.4% from net income of $134.5M a year earlier
- Diluted EPS
- $4.14
- up 19.3% from $3.47 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 March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-13459
(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 31,864,456 shares of the registrant’s common stock outstanding on May 3, 2024.
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 March 31, | |||
2023 | 2024 | ||
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) | |||
Investment and other income | |||
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 March 31, | |||
2023 | 2024 | ||
Net income | $ | $ | |
Other comprehensive income, net of tax: | |||
Foreign currency translation gain | |||
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, 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, 2023 | March 31, 2024 | ||
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 ($ 2023 and March 31, 2024) | |||
Additional paid-in capital | |||
Accumulated other comprehensive loss | ( | ( | |
Retained earnings | |||
Less: Treasury stock, at cost ( March 31, 2024, respectively) | ( | ( | |
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 March 31, 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 | ||||||||
December 31, 2022 | $ | $ | $( | $ | $( | $ | $ | |||||||
Net income | — | — | — | — | ||||||||||
Other comprehensive income, net of tax | — | — | — | — | ||||||||||
Share-based compensation | — | — | — | — | — | |||||||||
Common stock issued under share-based incentive plans | — | ( | — | — | — | ( | ||||||||
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 | — | — | — | — | — | ( | ( | |||||||
March 31, 2023 | $ | $ | $( | $ | $( | $ | $ | |||||||
Three Months Ended March 31, 2024 | 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, 2023 | $ | $ | $( | $ | $( | $ | $ | |||||||
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 | — | ( | — | — | — | — | ( | |||||||
Capital contributions and other | — | — | — | — | — | ( | ( | |||||||
Distributions to non-controlling interests | — | — | — | — | — | ( | ( | |||||||
March 31, 2024 | $ | $ | $( | $ | $( | $ | $ | |||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
5
AFFILIATED MANAGERS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
For the Three Months Ended March 31, | |||
2023 | 2024 | ||
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) | ( | ( | |
Distributions received from equity method investments | |||
Share-based compensation and Affiliate equity compensation expense | |||
Net realized and unrealized 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 | |||
Increase in receivables | ( | ( | |
Decrease in other assets | |||
(Decrease) increase in payables, accrued liabilities, and other liabilities | ( | ||
Cash flow from operating activities | |||
Cash flow from (used in) investing activities: | |||
Purchase of fixed assets | ( | ( | |
Purchase of investment securities | ( | ( | |
Maturities and sales of investment securities | |||
Cash flow from investing activities | |||
Cash flow from (used in) financing activities: | |||
Borrowings of senior bank debt and junior subordinated notes | |||
Repayments of senior bank debt and senior notes | ( | ( | |
Repurchases of common stock (net) | ( | ||
Dividends paid on common stock | ( | ( | |
Distributions to non-controlling interests | ( | ( | |
Affiliate equity issuances (purchases) (net) | ( | ||
Redemptions of 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 increase (decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of period | |||
Effect of deconsolidation of Affiliates | ( | ||
Cash and cash equivalents at end of period | $ | $ | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
6
1.Basis of Presentation and Use of Estimates
prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for full year financial statements. In the opinion of management, all normal and
recurring adjustments considered necessary for a fair statement of the Company’s interim financial position and results of
operations have been included and all intercompany balances and transactions have been eliminated. Operating results for
interim periods are not necessarily indicative of the results that may be expected for any other period or for the full year. The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 includes additional information about its
operations, financial position, and accounting policies, and should be read in conjunction with this Quarterly Report on
Form 10-Q.
2.Accounting Standards and Policies
Effective January 1, 2024, the Company adopted Accounting Standard Update (“ASU”) 2022-03, Fair Value Measurement
(Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The adoption of this
standard did not have a material impact on the Company’s Consolidated Financial Statements.
Recent Accounting Developments
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an
annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The
standard is effective for annual periods beginning after December 15, 2023 and for interim periods beginning after December
15, 2024. The Company currently does not expect the adoption to have a material impact on its Consolidated Financial
Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,
which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes
paid. The standard is effective for annual periods beginning after December 15, 2024. The Company currently does not expect
the adoption to have a material impact on its Consolidated Financial Statements.
In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of
Profits Interest and Similar Awards, which clarifies how an entity should apply the scope guidance to determine whether profits
interest and similar awards should be accounted for in accordance with Topic 718. The standard is effective for interim and
annual periods beginning after December 15, 2024 for the Company, and is effective for interim and annual periods beginning
after December 15, 2025 for the Company’s Affiliates. The Company is evaluating the impact of this standard, however it
currently does not expect the adoption to have a material impact on its Consolidated Financial Statements.
3.Investments in Marketable Securities
Equity Securities
equity securities:
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
7
December 31, 2023 | March 31, 2024 | |||
Cost | $ | $ | ||
Unrealized gains | ||||
Unrealized losses | ( | ( | ||
Fair value | $ | $ |
As of December 31, 2023 and March 31, 2024, investments in equity securities include consolidated Affiliate sponsored
investment products with fair values of $15.8 million and $7.7 million, respectively.
For the three months ended March 31, 2023 and 2024, the Company recognized net unrealized gains on equity securities
still held as of March 31, 2023 and 2024 of $1.4
Debt Securities
securities classified as available-for-sale, all of which matures in 2024, and consolidated Affiliate sponsored investment
products classified as trading:
Available-for-sale | Trading | |||||||
December 31, 2023 | March 31, 2024 | December 31, 2023 | March 31, 2024 | |||||
Cost | $ | $ | $ | $ | ||||
Unrealized gains | ||||||||
Unrealized losses | ( | ( | ( | |||||
Fair value | $ | $ | $ | $ | ||||
For the three months ended March 31, 2023 and 2024, the Company received $101.7 million and $425.2 million of
proceeds from the maturity of available-for-sale securities, respectively.
For the three months ended March 31, 2023 and 2024, the Company recognized net unrealized gains (losses) on debt
securities classified as trading still held as of March 31, 2023 and 2024 of $(0.1 ) million and $0.8 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 in 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, 2023 | March 31, 2024 | |||||||
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.
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
8
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.
(3)Fair value attributable to the controlling interest was $324.9 million and $356.4 million as of December 31, 2023 and
March 31, 2024, respectively.
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, 2023 | March 31, 2024 | |||
Cost | $ | $ | ||
Cumulative unrealized gains | ||||
Carrying amount | $ | $ |
For the three months ended March 31, 2024, the Company recorded no gains or losses on the underlying investment.
For the Three Months Ended March 31, | ||||||||||||
2023 | 2024 | |||||||||||
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 gains | ||||||||||||
Balance, end of period | $ | $ | $ | $ | $ | $ | ||||||
5.Fair Value Measurements
Fair Value Measurements | ||||||||
December 31, 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) | ||||||||
Financial Liabilities(2) | ||||||||
Contingent payment obligations | $ | $ | $ | $ | ||||
Affiliate equity purchase obligations | ||||||||
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
9
Fair Value Measurements | ||||||||
March 31, 2024 | ||||||||
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) | ||||||||
Financial Liabilities(2) | ||||||||
Contingent payment obligations | $ | $ | $ | $ | ||||
Affiliate equity purchase obligations | ||||||||
__________________________
(1)Amounts are recorded in Investments in marketable securities on the Consolidated Balance Sheets.
(2)Amounts are recorded in Other liabilities on the Consolidated Balance Sheets.
Level 3 Financial Liabilities
For the Three Months Ended March 31, | ||||||||
2023 | 2024 | |||||||
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) losses(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) in the Consolidated
Statements of Income and the accretion of these obligations is included in Interest expense in the Consolidated Statements
of Income.
Company’s Level 3 fair value measurements:
Quantitative Information About Level 3 Fair Value Measurements | ||||||||||||||||
December 31, 2023 | March 31, 2024 | |||||||||||||||
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 | ||||||||||||||||
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
10
__________________________
(1)Calculated by comparing the relative fair value of an obligation to its respective total.
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
December 31, 2023 | March 31, 2024 | |||||||||
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 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.
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.
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
11
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 included in 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 on the Consolidated Balance Sheets, net of any related income tax effects in the period the transaction occurs.
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 recorded 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. The Company performs these assessments if certain triggering events occur or annually during the
fourth quarter. The Company first considers whether certain qualitative factors indicate an increased likelihood of a decline in
the fair value of an Affiliate during the reporting period. If such a decline is identified, and it is likely that an investment’s fair
value may have declined below its carrying value, the Company performs a quantitative assessment to determine if an
impairment exists. Impairments are recorded as an expense in Equity method income (net) to reduce the carrying value of the
Affiliate to its fair value.
method considered VIEs, and the Company’s carrying value and maximum exposure to loss, were as follows:
December 31, 2023 | March 31, 2024 | |||||||
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, 2023 and March 31, 2024, the carrying value and maximum exposure to loss for all of the Company’s
Affiliates accounted for under the equity method was $2,288.5 million and $2,214.1 million, respectively, including Affiliates
accounted for under the equity method considered VREs of $90.3 million and $93.6 million, respectively.
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
third-party 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.
Purchases and sales of securities are included in purchases and sales by consolidated Affiliate sponsored investment products in
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
12
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.
The Company’s carrying value and maximum exposure to loss from unconsolidated Affiliate sponsored investment
of unconsolidated VIEs attributable to Affiliate sponsored investment products, and the Company’s carrying value and
maximum exposure to loss, were as follows:
December 31, 2023 | March 31, 2024 | |||||||
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
December 31, 2023 | March 31, 2024 | |||
Senior bank debt | $ | $ | ||
Senior notes | ||||
Junior subordinated notes | ||||
Junior convertible securities | ||||
Debt | $ | $ |
The Company’s senior bank debt, senior notes, junior subordinated notes, and junior convertible securities are carried at
amortized cost. Unamortized discounts and debt issuance costs associated with the Company’s debt instruments, with the
exception of its senior unsecured multicurrency revolving credit facility (the “revolver”), are presented on the Consolidated
Balance Sheets as an adjustment to the carrying value of the associated debt.
Senior Bank Debt
In the first quarter of 2024, the Company repaid $50.0 million of its senior unsecured term loan facility (the “term loan”).
As of March 31, 2024, the Company had a $1.25 billion revolver and a $300.0 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, 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 March 31, 2024, 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
Senior Notes
In the first quarter of 2024, the Company’s $400.0 million 4.25 % senior notes matured and were fully repaid.
As of March 31, 2024, 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 March 31, 2024 are presented and described below:
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
13
2025 Senior Notes | 2030 Senior Notes | |||
Issue date | February 2015 | June 2020 | ||
Maturity date | August 2025 | June 2030 | ||
Par value (in millions) | $ | $ | ||
Stated coupon | ||||
Coupon frequency | Semi-annually | Semi-annually | ||
Call price | As defined | As defined |
The senior notes may be redeemed, in whole or in part, at any time, in the case of the 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
redeemed (excluding accrued but unpaid interest to, but not including, the redemption date) discounted to their present value as
of the redemption date at the applicable treasury rate plus 0.25 %, in the case of the 2025 senior notes, and to their present value
as of the redemption date on a semi-annual basis at the applicable treasury rate plus 0.40 %, in the case of the 2030 senior notes.
Junior Subordinated Notes
presented and described below:
2059 Junior Subordinated Notes | 2060 Junior Subordinated Notes | 2061 Junior Subordinated Notes | 2064 Junior Subordinated Notes | |||||
Issue date | March 2019 | September 2020 | July 2021 | March 2024 | ||||
Maturity date | March 2059 | September 2060 | September 2061 | March 2064 | ||||
Par value (in millions) | $ | $ | $ | $ | ||||
Stated coupon | ||||||||
Coupon frequency | Quarterly | Quarterly | Quarterly | Quarterly | ||||
Call price | As defined | As defined | As defined | As defined | ||||
NYSE Symbol | MGR | MGRB | MGRD | MGRE |
On March 20, 2024, the Company issued $450.0 million of junior subordinated notes with a maturity date of March 30,
2064 (the “2064 junior subordinated notes”). Interest is payable commencing on June 30, 2024. The 2064 junior subordinated
notes were issued at 100 % of the principal amount and rank junior and subordinate in right of payment and upon liquidation to
all of the Company’s current and future senior indebtedness. As of March 31, 2024, the 2059 junior subordinated notes could
be redeemed at any time, in whole or in part. The other junior subordinated notes may be redeemed at any time, in whole or in
part, on or after September 30, 2025, in the case of the 2060 junior subordinated notes, on or after September 30, 2026, in the
case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior subordinated notes.
In each case, the junior subordinated notes may be redeemed at 100
any accrued and unpaid interest thereon. Prior to the applicable redemption date, at the Company’s option, the applicable junior
subordinated notes may also be redeemed, in whole but not in part, at 100
unpaid interest, if certain changes in tax laws, regulations, or interpretations occur; or at 102
accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit criteria for securities with
features similar to the applicable notes.
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 March 31, 2024, 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.
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
14
As of December 31, 2023 and March 31, 2024, the unamortized issuance costs related to the junior convertible securities
were $2.9 million and $2.8 million, respectively.
For the Three Months Ended March 31, | ||||
2023 | 2024 | |||
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. The Company did not repurchase any of its junior convertible
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 March 31, 2024, these
unfunded commitments were $195.3 million and may be called in future periods.
payments in connection with certain of its consolidated Affiliates, which are included in Other liabilities, as follows:
Earliest Payable | ||||||||||
Controlling Interest | Co-Investor | Total | 2024 | 2025 | ||||||
Deferred payment obligations | $ | $ | $ | $ | $ | |||||
Contingent payment obligations(1) | ||||||||||
__________________________
(1)Fair value as of March 31, 2024. 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
As of March 31, 2024, the Company was obligated to make deferred payments of $58.5 million related to certain of its
investments in Affiliates accounted for under the equity method, all of which is payable during the remainder of 2024.
Deferred payment obligations are included in Other liabilities.
As of March 31, 2024, the Company was contingently liable to make payments of $236.0 million related to the
achievement of specified financial targets by certain of its Affiliates accounted for under the equity method, of which $4.0
million may become payable during the remainder of 2024 and $232.0 million may become payable from 2025 through 2028.
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
15
As of March 31, 2024, the Company has agreed to provide one of its Affiliates accounted for under the equity method up to
$50.0 million of contingent financing.
In the event that certain financial targets are not met, the Company may receive payments from one of its Affiliates
accounted for under the equity method 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.
The Company and certain of its consolidated Affiliates operate under regulatory authorities that require the maintenance of
minimum financial or capital requirements. The Company’s management is not aware of any significant violations of such
9.Goodwill and Acquired Client Relationships
relationships (net):
Goodwill | ||
Balance, as of December 31, 2023 | $ | |
Foreign currency translation | ( | |
Balance, as of March 31, 2024 | $ |
Acquired Client Relationships (Net) | ||||||||||
Definite-lived | Total | |||||||||
Gross Book Value | Accumulated Amortization | Net Book Value | Net Book Value | Net Book Value | ||||||
Balance, as of December 31, 2023 | $ | $( | $ | $ | $ | |||||
Intangible amortization and impairments | — | ( | ( | — | ( | |||||
Foreign currency translation | ( | ( | ( | ( | ||||||
Balance, as of March 31, 2024 | $ | $( | $ | $ | $ | |||||
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 in Intangible amortization and impairments in the
Consolidated Statements of Income for these relationships of $12.5 million and $7.3 million for the three months ended
March 31, 2023 and 2024, respectively. Based on relationships existing as of March 31, 2024, the Company estimates that its
consolidated amortization expense will be approximately $22 million for the remainder of 2024, approximately $25
each of 2025, 2026, 2027, and 2028, and approximately $13 million in 2029.
10.Equity Method Investments in Affiliates
The financial results of certain Affiliates accounted for under the equity method are recognized in the Consolidated
Financial Statements one quarter in arrears.
December 31, 2023 | March 31, 2024 | |||
Goodwill | $ | $ | ||
Definite-lived acquired client relationships (net) | ||||
Indefinite-lived acquired client relationships (net) | ||||
Undistributed earnings and tangible capital | ||||
Equity method investments in Affiliates (net) | $ | $ |
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
16
Equity Method Investments in Affiliates | ||
Balance, as of December 31, 2023 | $ | |
Earnings | ||
Intangible amortization and impairments | ( | |
Distributions of earnings | ( | |
Foreign currency translation | ||
Balance, as of March 31, 2024 | $ |
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 $20.9 million and $20.8 million for the three months ended March 31, 2023 and 2024, respectively. Based on relationships
existing as of March 31, 2024, the Company estimates the amortization expense attributable to its Affiliates will be
approximately $62 million for the remainder of 2024, approximately $77 million in 2025, approximately $73
2026 and 2027, approximately $65 million in 2028, and approximately $50 million in 2029.
The Company had 22
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 included in Other liabilities and
were $18.5 million and $17.7 million as of December 31, 2023 and March 31, 2024, 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 participating 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 enter into ordinary course engagements for capital markets, banking, brokerage, and other services with
beneficial owners of 5 % or more of the Company’s voting securities.
The Company has related party transactions in association with its deferred and contingent payment obligations, and
12.Share-Based Compensation
For the Three Months Ended March 31, | ||||
2023 | 2024 | |||
Share-based compensation expense | $ | $ | ||
Tax benefit | ||||
As of December 31, 2023, the Company had unrecognized share-based compensation expense of $54.4 million. As of
March 31, 2024, the Company had unrecognized share-based compensation expense of $70.2 million, which will be recognized
over a weighted average period of approximately two years (assuming no forfeitures).
Restricted Stock
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
17
Restricted Stock Units | Weighted Average Grant Date Value | |||
Unvested units—December 31, 2023 | $ | |||
Units granted | ||||
Units vested | ( | |||
Units forfeited | ( | |||
Performance condition changes | ||||
Unvested units—March 31, 2024 |
For the three months ended March 31, 2023 and 2024, the Company granted restricted stock units with fair values of $45.5
million and $26.5 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
Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||
Unexercised options outstanding—December 31, 2023 | $ | |||||
Options granted | ||||||
Options exercised | ( | |||||
Options forfeited | ||||||
Options expired | ( | |||||
Performance condition changes | ||||||
Unexercised options outstanding—March 31, 2024 | ||||||
Exercisable at March 31, 2024 |
The Company did not
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
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 included in 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).
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
18
Redeemable Non-controlling Interests | ||
Balance, as of December 31, 2023(1) | $ | |
Decrease attributable to consolidated Affiliate sponsored investment products | ( | |
Transfers to Other liabilities | ( | |
Changes in redemption value | ||
Balance, as of March 31, 2024(1) | $ |
__________________________
(1)As of December 31, 2023 and March 31, 2024, Redeemable non-controlling interests include consolidated Affiliate
sponsored investment products primarily attributable to third-party investors of $11.8 million and $3.6 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 $79.5 million and $81.8 million for the three months
ended March 31, 2023 and 2024, 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 three months ended March 31, 2023 and 2024,
the amount of cash paid for purchases was $5.0 million and $39.3 million, respectively. For the three months ended March 31,
2023 and 2024, the total amount of cash received for issuances was $12.3 million and $6.3 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.
For the Three Months Ended March 31, | ||||
2023 | 2024 | |||
Controlling interest | $( | $ | ||
Non-controlling interests | ||||
Total | $ | $ | ||
Controlling Interest | Remaining Life | Non-controlling Interests | Remaining Life | |||||
December 31, 2023 | $ | $ | ||||||
March 31, 2024 |
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 $5.9 million and $5.7 million as
of December 31, 2023 and March 31, 2024, respectively, and was included in Other assets on the Consolidated Balance Sheets.
The total payable was $53.9 million and $37.7 million as of December 31, 2023 and March 31, 2024, respectively, and was
included in Other liabilities.
Effects of Changes in the Company’s Ownership in Affiliates
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
19
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 recorded in
the Consolidated Statements of Income or the Consolidated Statements of Comprehensive Income.
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 March 31, | ||||
2023 | 2024 | |||
Net income (controlling interest) | $ | $ | ||
Decrease in controlling interest paid-in capital from Affiliate equity issuances | ( | ( | ||
Decrease 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.
For the Three Months Ended March 31, | ||||
2023 | 2024 | |||
Controlling interest(1) | $ | $ | ||
Non-controlling interests | ||||
Income tax expense | $ | $ | ||
Income before income taxes (controlling interest) | $ | $ | ||
Effective tax rate (controlling interest)(2) | ||||
__________________________
(1)For the periods ended March 31, 2023, and 2024, income tax expense (controlling interest) included intangible related
deferred tax expense of $14.8 million and $17.1 million, respectively.
(2)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 March 31, 2023 was lower than the
marginal tax rate of 24.5%, primarily due to tax windfalls related to share-based compensation, partially offset by the impact of
the increase in the UK corporate tax rate in 2023. The Company’s effective tax rate (controlling interest) for the three months
ended March 31, 2024 was higher than the marginal tax rate of 24.5%, primarily due to an increase in non-deductible
compensation and uncertain tax positions. The Company’s effective tax rate reflects the relative contributions of earnings in the
jurisdictions in which the Company and its Affiliates operate and is impacted by changes in the jurisdictional mix of income
before taxes.
The Company continues to monitor and evaluate legislative developments related to the Organization for Economic Co-
operation and Development’s Pillar Two directive (“Pillar Two”), which establishes a framework for a global minimum
corporate tax rate of 15%. Several countries in which the Company or its Affiliates operate have adopted legislation to
implement Pillar Two and several others are expected to enact similar rules in the future. The Company currently does not
expect Pillar Two to have a material impact on its Consolidated Financial Statements.
16.Earnings Per Share
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
20
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.
share available to common stockholders:
For the Three Months Ended March 31, | ||||
2023 | 2024 | |||
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 March 31, | ||||
2023 | 2024 | |||
Stock options and restricted stock units | ||||
Shares issuable to settle Redeemable non-controlling interests | ||||
For the three months ended March 31, 2024, under its authorized share repurchase programs, the Company repurchased 1.0
million shares of its common stock at an average price per share of $155.60 .
17.Comprehensive Income
For the Three Months Ended March 31, | ||||||||||||
2023 | 2024 | |||||||||||
Pre-Tax | Tax (Expense) Benefit | Net of Tax | Pre-Tax | Tax (Expense) Benefit | Net of Tax | |||||||
Foreign currency translation gain | $ | $( | $ | $ | $( | $ | ||||||
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 | $ | $( | $ | $ | $( | $ | ||||||
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
21
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, 2023 | $( | $( | $( | $( | ||||
Other comprehensive income before reclassifications | ||||||||
Amounts reclassified | ||||||||
Net other comprehensive income | ||||||||
Balance, as of March 31, 2024 | $( | $ | $( | $( |
AFFILIATED MANAGERS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
22
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, 2023, 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 strategic partner to leading independent investment 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.
With their entrepreneurial, investment-centric cultures and alignment of interests with clients through direct equity ownership
by firm principals, independent firms have fundamental competitive advantages in offering unique return streams to the
marketplace. Through AMG’s distinctive approach, we enhance these advantages to magnify the long-term success of our
Affiliates and actively support their independence. Our innovative model enables each Affiliate’s management team to retain
autonomy and significant equity ownership in their firm, while they leverage our strategic capabilities and insight, including
growth capital, product strategy and development, capital formation, and incentive alignment and succession planning. As of
March 31, 2024, our aggregate assets under management were approximately $699 billion across a diverse range of private
markets, liquid alternatives, and differentiated long-only investment strategies.
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
marketplace factors and industry trends. Therefore, our key aggregate operating performance measures are important in
providing management with a 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 March 31, | ||||||
(in billions, except as noted) | 2023 | 2024 | % Change | |||
Assets under management | $668.0 | $699.4 | 5% | |||
Average assets under management | 660.4 | 680.0 | 3% | |||
Aggregate fees (in millions) | 1,505.1 | 1,471.6 | (2)% | |||
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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 the Affiliate’s aggregate fees 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 demand for alternative strategies, as evidenced by our net inflows in this category for the three months ended
March 31, 2024. At the same time, our equity strategies saw outflows 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 March 31, 2024:
Assets Under Management |
__________________________
(1)Alternatives include private markets strategies, which accounted for 17% of our assets under management as of March 31,
2024.
The following tables present changes in our assets under management by strategy and client type for the three months
ended March 31, 2024:
By Strategy - Quarter to Date
24
(in billions) | Alternatives | Global Equities | U.S. Equities | Multi-Asset & Fixed Income | Total | |||||
December 31, 2023 | $238.8 | $186.6 | $142.8 | $104.5 | $672.7 | |||||
Client cash inflows and commitments | 9.3 | 4.7 | 4.8 | 6.5 | 25.3 | |||||
Client cash outflows | (4.6) | (9.4) | (10.3) | (4.7) | (29.0) | |||||
Net client cash flows | 4.7 | (4.7) | (5.5) | 1.8 | (3.7) | |||||
Market changes | 7.4 | 11.1 | 13.0 | 3.0 | 34.5 | |||||
Foreign exchange(1) | (0.5) | (1.1) | (0.3) | (0.3) | (2.2) | |||||
Realizations and distributions (net) | (1.9) | (0.0) | (0.0) | (0.1) | (2.0) | |||||
Other(2) | 0.2 | 0.1 | (0.2) | (0.0) | 0.1 | |||||
March 31, 2024 | $248.7 | $192.0 | $149.8 | $108.9 | $699.4 |
By Client Type - Quarter to Date
(in billions) | Institutional | Retail | High Net Worth | Total | ||||
December 31, 2023 | $354.9 | $196.0 | $121.8 | $672.7 | ||||
Client cash inflows and commitments | 10.3 | 8.5 | 6.5 | 25.3 | ||||
Client cash outflows | (9.3) | (14.6) | (5.1) | (29.0) | ||||
Net client cash flows | 1.0 | (6.1) | 1.4 | (3.7) | ||||
Market changes | 16.9 | 13.5 | 4.1 | 34.5 | ||||
Foreign exchange(1) | (1.3) | (0.6) | (0.3) | (2.2) | ||||
Realizations and distributions (net) | (1.9) | (0.1) | (0.0) | (2.0) | ||||
Other(2) | 0.0 | 0.1 | 0.0 | 0.1 | ||||
March 31, 2024 | $369.6 | $202.8 | $127.0 | $699.4 |
__________________________
(1)Foreign exchange reflects the impact of translating the assets under management of our Affiliates whose functional
currency is not the U.S. dollar into our functional currency.
(2)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) | 19% | 83% | 96% | 85% | ||||
Global equity(2) | 27% | 46% | 48% | 63% | ||||
U.S. equity(2) | 21% | 47% | 81% | 79% | ||||
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) | 17% | 86% | 86% | |||
__________________________
(1)Past performance is not indicative of future results. Performance and AUM information is as of March 31, 2024 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
25
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.
(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 March 31, 2024, approximately 27% of our total
assets under management could potentially earn performance-based fees. These percentages were approximately 12% and 48%
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 predominantly earned by our
Affiliates accounted for under the equity method.
Aggregate fees were $1,471.6 million for the three months ended March 31, 2024, a decrease of $33.5 million or 2% as
compared to the three months ended March 31, 2023. The decrease in our aggregate fees was due to a $108.1 million or 7%
decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $74.6 million or 5%
increase from asset-based fees. The increase in asset-based fees was principally due to changes in the composition of our assets
under management and an increase in our average assets under management, primarily in our alternative strategies driven by
investments in new Affiliates.
Financial and Supplemental Financial Performance Measures
The following table presents our key financial and supplemental financial performance measures:
For the Three Months Ended March 31, | ||||||
(in millions) | 2023 | 2024 | % Change | |||
Net income (controlling interest) | $134.5 | $149.8 | 11% | |||
Adjusted EBITDA (controlling interest)(1) | 216.8 | 259.8 | 20% | |||
Economic net income (controlling interest)(1) | 158.1 | 186.7 | 18% | |||
__________________________
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(1)Adjusted EBITDA (controlling interest) and Economic net income (controlling interest) are non-GAAP performance
measures and are discussed in “Supplemental Financial Performance Measures.”
Adjusted EBITDA (controlling interest) is an important supplemental financial performance measure for management. For
the three months ended March 31, 2024, our Adjusted EBITDA (controlling interest) increased $43.0 million or 20%, primarily
from investments in new Affiliates and the recognition of performance-based fees earned by Affiliates in which we hold a
greater economic interest.
For the three months ended March 31, 2024, our Net income (controlling interest) increased $15.3 million or 11%. The
increase in Net income (controlling interest) was primarily due to a $58.9 million increase in Equity method income (net). This
increase was partially offset by an $18.6 million decrease in Investment and other income attributable to the controlling interest
and a $10.8 million increase in Income tax expense attributable to the controlling interest.
We believe Economic net income (controlling interest) is an important supplemental financial performance measure
because it represents our performance before non-cash expenses primarily related to the acquisition of interests in Affiliates and
improves comparability of performance between periods. For the three months ended March 31, 2024, our Economic net
income (controlling interest) increased $28.6 million or 18%, primarily due to a $43.0 million increase 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, 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 Affiliates’ average assets under management and Consolidated revenue:
For the Three Months Ended March 31, | ||||||
(in millions, expect as noted) | 2023 | 2024 | % Change | |||
Consolidated Affiliate average assets under management (in billions) | $399.0 | $393.7 | (1)% | |||
Consolidated revenue | $517.4 | $499.9 | (3)% | |||
Our Consolidated revenue decreased $17.5 million or 3% for the three months ended March 31, 2024, primarily due to an
$18.4 million or 3% decrease from asset-based fees. The decrease in asset-based fees was principally due to changes in the
composition of our assets under management and a decrease in our 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.
The following table presents our Consolidated expenses:
For the Three Months Ended March 31, | ||||||
% Change | ||||||
(in millions) | 2023 | 2024 | ||||
Compensation and related expenses | $222.3 | $240.4 | 8% | |||
Selling, general and administrative | 97.1 | 91.7 | (6)% | |||
Intangible amortization and impairments | 12.5 | 7.3 | (42)% | |||
Interest expense | 30.5 | 29.9 | (2)% | |||
Depreciation and other amortization | 3.7 | 3.0 | (19)% | |||
Other expenses (net) | 14.4 | 9.0 | (38)% | |||
Total consolidated expenses | $380.5 | $381.3 | 0% | |||
27
Compensation and related expenses increased $18.1 million or 8% for the three months ended March 31, 2024, primarily
due to a $7.1 million increase in Affiliate equity compensation expense and a $6.4 million increase in share-based
compensation expense.
Selling, general and administrative expenses decreased $5.4 million or 6% for the three months ended March 31, 2024,
primarily due to a $2.2 million decrease in professional fees, a $1.3 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, and a
$1.2 million decrease in non-income based and other taxes.
Intangible amortization and impairments decreased $5.2 million or 42% for the three months ended March 31, 2024,
primarily due to a $3.5 million decrease in amortization expense related to certain definite-lived assets being fully amortized
and a $1.7 million decrease due to the sale of our equity interest in Veritable, LP in the third quarter of 2023.
There were no significant changes in Interest expense for the three months ended March 31, 2024.
There were no significant changes in Depreciation and other amortization for the three months ended March 31, 2024.
Other expenses (net) decreased $5.4 million or 38% for the three months ended March 31, 2024, primarily due to a $7.0
million decrease in expenses related to the decrease in the values of contingent payment obligations, partially offset by a $1.5
million increase in charitable contributions.
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 (“equity method earnings”), net of amortization and impairments, is included in Equity
method income (net). For certain of our Affiliates accounted for under the equity method, we report the Affiliate’s financial
results in our Consolidated Financial Statements one quarter in arrears.
The following table presents equity method Affiliate average assets under management and equity method Affiliate
revenue (“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):
For the Three Months Ended March 31, | ||||||
(in millions, except as noted) | 2023 | 2024 | % Change | |||
Operating Performance Measures | ||||||
Equity method Affiliate average assets under management (in billions) | $261.4 | $286.3 | 10% | |||
Equity method revenue | $987.7 | $971.7 | (2)% | |||
Financial Performance Measures | ||||||
Equity method earnings | $79.5 | $138.3 | 74% | |||
Equity method intangible amortization | (20.9) | (20.8) | (0)% | |||
Equity method income (net) | $58.6 | $117.5 | N.M.(1) | |||
__________________________
(1)Percentage change is not meaningful.
Our equity method revenue decreased $16.0 million or 2% for the three months ended March 31, 2024, due to a $109.0
million or 11% decrease from performance-based fees, primarily in our liquid alternative strategies, partially offset by a $93.0
million or 9% increase from asset-based fees. The increase in asset-based fees was principally due to changes in the
composition of our assets under management and an increase in our equity method Affiliate average assets under management,
primarily in our alternative strategies driven by investments in new Affiliates.
While equity method revenue decreased $16.0 million or 2% for the three months ended March 31, 2024, equity method
earnings increased $58.8 million or 74%. Equity method earnings increased primarily due to the contribution from investments
in new Affiliates and the recognition of performance-based fees earned by Affiliates in which we hold a greater economic
interest.
28
Equity method intangible amortization decreased $0.1 million for the three months ended March 31, 2024, primarily due to
an $8.3 million decrease in amortization expense related to certain definite-lived assets being fully amortized. This decrease
was partially offset by a $5.2 million increase in amortization expense due to investments in new Affiliates and a $2.7 million
increase in amortization expense due to an increase in actual and expected client attrition for certain definite-lived acquired
client relationships.
Investment and Other Income
The following table presents our Investment and other income:
For the Three Months Ended March 31, | ||||||
(in millions) | 2023 | 2024 | % Change | |||
Investment and other income | $38.0 | $18.0 | (53)% | |||
Investment and other income decreased $20.0 million or 53% for the three months ended March 31, 2024, primarily due to
a $20.9 million net decrease in realized and unrealized gains on Investments in marketable securities.
Income Tax Expense
The following table presents our Income tax expense:
For the Three Months Ended March 31, | ||||||
(in millions) | 2023 | 2024 | % Change | |||
Income tax expense | $45.0 | $55.4 | 23% | |||
Income tax expense increased $10.4 million or 23% for the three months ended March 31, 2024. Our consolidated income
tax provision includes taxes attributable to the controlling interest and, to a lesser extent, taxes attributable to the non-
controlling interests. Our effective tax rate (controlling interest) for the three months ended March 31, 2023 was 24.0% as
compared to 26.2% for the three months ended March 31, 2024. The increase in the tax rate (controlling interest) was primarily
due to an increase in non-deductible compensation and uncertain tax positions. See Note 15 of our Consolidated Financial
Statements.
Net Income
The following table presents Net income, Net income (non-controlling interests), and Net income (controlling interest):
For the Three Months Ended March 31, | ||||||
(in millions) | 2023 | 2024 | % Change | |||
Net income | $188.5 | $198.7 | 5% | |||
Net income (non-controlling interests) | 54.0 | 48.9 | (9)% | |||
Net income (controlling interest) | 134.5 | 149.8 | 11% | |||
Net income (controlling interest) increased $15.3 million or 11% for the three months ended March 31, 2024, primarily due
to an increase in Equity method income (net). This increase was partially offset by a decrease in Investment and other income
attributable to the controlling interest and an increase in Income tax expense attributable to the controlling interest.
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. We believe that many investors use our
Adjusted EBITDA (controlling interest) when comparing our financial performance to other companies in the investment
management industry. Management utilizes these non-GAAP performance measures to assess our performance before our
share of certain non-cash GAAP expenses primarily related to the acquisition of interests in Affiliates and to improve
comparability between periods. Economic net income (controlling interest) and Economic earnings per share are used by
management and our Board of Directors as our principal performance benchmarks, including as one of the measures for
determining executive compensation. These non-GAAP performance measures are provided in addition to, but not as a
substitute for, Net income (controlling interest), Earnings per share, or other GAAP performance measures.
29
Adjusted EBITDA (controlling interest)
Adjusted EBITDA (controlling interest) represents our performance before our share of interest expense, income and
certain non-income based taxes, depreciation, amortization, impairments, gains and losses related to Affiliate 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 to include realized economic gains and losses related to these seed capital, general partner
commitments, and other strategic investments.
The following table presents a reconciliation of Net income (controlling interest) to Adjusted EBITDA (controlling
interest):
For the Three Months Ended March 31, | ||||
(in millions) | 2023 | 2024 | ||
Net income (controlling interest) | $134.5 | $149.8 | ||
Interest expense | 30.5 | 29.9 | ||
Income taxes | 42.5 | 57.4 | ||
Intangible amortization and impairments(1) | 29.4 | 25.6 | ||
Affiliate Transactions(2) | (21.6) | — | ||
Other items(3) | 1.5 | (2.9) | ||
Adjusted EBITDA (controlling interest) | $216.8 | $259.8 | ||
__________________________
(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
not separately report intangible amortization and impairments in our Consolidated Statements of Income. Our share of
these Affiliates’ amortization and impairments is included in Equity method income (net). The following table presents the
Intangible amortization and impairments shown above:
For the Three Months Ended March 31, | ||||
(in millions) | 2023 | 2024 | ||
Consolidated intangible amortization and impairments | $12.5 | $7.3 | ||
Consolidated intangible amortization and impairments (non-controlling interests) | (4.0) | (2.5) | ||
Equity method intangible amortization and impairments | 20.9 | 20.8 | ||
Total | $29.4 | $25.6 | ||
(2)The three months ended March 31, 2023 includes gains on ordinary shares of EQT AB (“EQT”), a public company listed
on Nasdaq Stockholm (EQT.ST). 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.
(3)Other items include certain non-income based taxes, depreciation, and non-cash items such as certain Affiliate equity
activity, gains and losses on our contingent payment obligations, 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
Under our Economic net income (controlling interest) definition, we adjust Net income (controlling interest) for our share
of pre-tax intangible amortization and impairments related 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
Affiliate Transactions, net of tax, and other economic items.
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-
30
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.
The following table presents a reconciliation of Net income (controlling interest) to Economic net income (controlling
interest) and Economic earnings per share:
For the Three Months Ended March 31, | ||||
(in millions, except per share data) | 2023 | 2024 | ||
Net income (controlling interest) | $134.5 | $149.8 | ||
Intangible amortization and impairments(1) | 29.4 | 25.6 | ||
Intangible-related deferred taxes | 14.8 | 16.3 | ||
Affiliate Transactions(2) | (16.3) | — | ||
Other economic items(3) | (4.3) | (5.0) | ||
Economic net income (controlling interest) | $158.1 | $186.7 | ||
Average shares outstanding (diluted) | 39.9 | 40.1 | ||
Hypothetical issuance of shares to settle Redeemable non-controlling interests | (0.3) | (3.6) | ||
Assumed issuance of junior convertible securities shares | (1.7) | (1.7) | ||
Average shares outstanding (adjusted diluted) | 37.9 | 34.8 | ||
Economic earnings per share | $4.18 | $5.37 | ||
__________________________
(1)See note (1) to the table in “Adjusted EBITDA (controlling interest).”
(2)The three months ended March 31, 2023 includes gains on EQT shares, net of $5.3 million of income tax expense.
(3)Other economic items include certain Affiliate equity activity, gains and losses related to contingent payment obligations,
tax windfalls and shortfalls from share-based compensation, 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. For the three months ended March 31, 2023 and 2024, other
economic items were net of income tax expense (benefit) of $1.8 million and $(0.0) million, 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 $793.4 million as of March 31, 2024 and were attributable to both our controlling and the
non-controlling interests. In the three months ended March 31, 2024, we met our cash requirements primarily through cash
generated by operating activities. Our principal uses of cash in the three months ended March 31, 2024 were for purchases of
investment securities, distributions to Affiliate equity holders, the return of excess capital through share repurchases, and
repayment of debt.
We expect investments in new Affiliates, investments in existing Affiliates, primarily through purchases of Affiliate equity
interests and general partner and seed capital investments, 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,
purchases of marketable securities, 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
31
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:
For the Three Months Ended March 31, | ||||
(in millions) | 2023 | 2024 | ||
Operating cash flow | $234.8 | $209.2 | ||
Investing cash flow | 288.0 | 74.5 | ||
Financing cash flow | (116.9) | (302.3) | ||
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 three months ended March 31, 2024, Cash flows from operating activities were $209.2 million, primarily from Net
income of $198.7 million and distributions of earnings received from equity method investments of $211.5 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 $152.5 million. For the three months ended March 31, 2024, operating cash flows were
primarily attributable to the controlling interest.
Investing Cash Flow
For the three months ended March 31, 2024, Cash flows from investing activities were $74.5 million, primarily due to
$434.6 million of maturities and sales of investment securities, partially offset by $359.1 million of purchases of investment
securities. For the three months ended March 31, 2024, investing cash flows were primarily attributable to the controlling
interest.
Financing Cash Flow
For the three months ended March 31, 2024, Cash flows used in financing activities were $302.3 million, primarily due to
repayments of senior notes and senior bank debt of $400.0 million and $50.0 million, respectively, $152.5 million of
repurchases of common stock (net), $81.8 million of distributions to non-controlling interests, and $33.0 million of Affiliate
equity purchases, net of issuances. These items were partially offset by the issuance of $450.0 million of junior subordinated
notes.
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 March 31, 2024, the current redemption value of Affiliate equity interests was $430.7 million, of which
$393.0 million was presented as Redeemable non-controlling interests (including $3.6 million of consolidated Affiliate
sponsored investment products primarily attributable to third-party investors), and $37.7 million was included in Other
liabilities. Although the timing and amounts of these purchases are difficult to predict, we paid $39.3 million for Affiliate
equity purchases and received $6.3 million for Affiliate equity issuances in the three months ended March 31, 2024, and we
expect net purchases of approximately $70 million of Affiliate equity during the remainder of 2024. 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 2022 and October 2023 to repurchase up to
3.0 million and 3.3 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
32
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. During the three months ended March 31, 2024, we repurchased
1.0 million shares of our common stock at an average price per share of $155.60. As of March 31, 2024, we had repurchased
all of the shares in the repurchase program authorized in October 2022, and there were a total of 3.2 million shares available for
repurchase under our October 2023 share repurchase program.
Debt
The following table presents the carrying value of our outstanding indebtedness. See Note 7 of our Consolidated Financial
Statements:
(in millions) | December 31, 2023 | March 31, 2024 | ||
Senior bank debt | $350.0 | $300.0 | ||
Senior notes | 1,099.4 | 699.5 | ||
Junior subordinated notes | 765.9 | 1,216.0 | ||
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
In the first quarter of 2024, we repaid $50.0 million of our senior unsecured term loan facility (the “term loan”).
As of March 31, 2024, we had a $1.25 billion revolver and a $300.0 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 March 31, 2024, we had no outstanding borrowings under the revolver, and could borrow all capacity and remain in
compliance with our credit facilities.
Senior Notes
In the first quarter of 2024, our $400.0 million 4.25% senior notes matured and were fully repaid.
As of March 31, 2024, we had senior notes outstanding, the respective principal terms of which are presented and
described below:
2025 Senior Notes | 2030 Senior Notes | |||
Issue date | February 2015 | June 2020 | ||
Maturity date | August 2025 | June 2030 | ||
Par value (in millions) | $350.0 | $350.0 | ||
Stated coupon | 3.50% | 3.30% | ||
Coupon frequency | Semi-annually | Semi-annually |
The senior notes may be redeemed, in whole or in part, at any time, in the case of the 2025 senior notes, and at any time
prior to March 15, 2030, in the case of the 2030 senior notes.
Junior Subordinated Notes
As of March 31, 2024, we had junior subordinated notes outstanding, the respective principal terms of which are presented
and described below:
33
2059 Junior Subordinated Notes | 2060 Junior Subordinated Notes | 2061 Junior Subordinated Notes | 2064 Junior Subordinated Notes | |||||
Issue date | March 2019 | September 2020 | July 2021 | March 2024 | ||||
Maturity date | March 2059 | September 2060 | September 2061 | March 2064 | ||||
Par value (in millions) | $300.0 | $275.0 | $200.0 | $450.0 | ||||
Stated coupon | 5.875% | 4.75% | 4.20% | 6.75% | ||||
Coupon frequency | Quarterly | Quarterly | Quarterly | Quarterly | ||||
NYSE Symbol | MGR | MGRB | MGRD | MGRE |
On March 20, 2024, we issued $450.0 million of junior subordinated notes with a maturity date of March 30, 2064 (the
“2064 junior subordinated notes”). Interest is payable commencing on June 30, 2024, and we have the right to defer interest
payments in accordance with the terms of the notes. The 2064 junior subordinated notes were issued at 100% of the principal
amount and rank junior and subordinate in right of payment and upon liquidation to all of our current and future senior
indebtedness. As of March 31, 2024, the 2059 junior subordinated notes could be redeemed at any time, in whole or in part.
The other junior subordinated notes may be redeemed at any time, in whole or in part, on or after September 30, 2025, in the
case of the 2060 junior subordinated notes, on or after September 30, 2026, in the case of the 2061 junior subordinated notes,
and on or after March 30, 2029, in the case of the 2064 junior subordinated notes. In each case, the junior subordinated notes
may be redeemed at 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest thereon.
Prior to the applicable redemption date, at our option, the applicable junior subordinated notes may also be redeemed, in whole
but not in part, at 100% of the principal amount, plus any accrued and unpaid interest, if certain changes in tax laws,
regulations, or interpretations occur; or at 102% of the principal amount, plus any accrued and unpaid interest, if a rating
agency makes certain changes relating to the equity credit criteria for securities with features similar to the applicable notes.
We have used, and in the future intend to use, the net proceeds from the 2064 junior subordinated notes for general
corporate purposes, which may include the repayment or refinancing of indebtedness, share repurchases, and investments in
new and existing Affiliates.
Junior Convertible Securities
As of March 31, 2024, 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.
We did not repurchase any of our junior convertible securities during the three months ended March 31, 2023 and 2024.
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 March 31, 2024, 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
34
As of March 31, 2024, our lease obligations were $29.6 million for the remainder of 2024, $60.9 million from 2025
through 2026, $43.8 million from 2027 through 2028, and $68.2 million thereafter. The portion of these lease obligations
attributable to the controlling interest were $8.6 million for the remainder of 2024, $13.8 million from 2025 through 2026, $4.2
million from 2027 through 2028, and $8.6 million thereafter.
Recent Accounting Developments
See Note 2 of our Consolidated Financial Statements.
Critical Accounting Estimates and Judgments
Our 2023 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.
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 March 31, 2024, except as noted below. Please refer to Item 7A of our 2023 Annual Report on Form 10-K.
Interest Rate Risk
We have fixed rates of interest on our senior notes, junior subordinated notes, and junior convertible securities. While a
change in market interest rates would not affect the interest expense incurred on our fixed rate securities, such a change may
affect the fair value of these securities. We estimate that a 1% change in interest rates would have resulted in a $168.6 million
net change in the fair value of our fixed rate securities as of March 31, 2024. This represents an increase of $22.9 million as
compared to the estimated impact of a 1% change in interest rates as of December 31, 2023. This increase is primarily due to
the issuance of $450.0 million of junior subordinated notes in March 2024.
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:
35
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) | |||||
January 1-31, 2024 | 344,530 | $149.39 | 344,530 | $149.39 | 3,850,827 | |||||
February 1-29, 2024 | 249,955 | 154.78 | 249,955 | 154.78 | 3,600,827 | |||||
March 1-31, 2024 | 369,517 | 161.95 | 369,517 | 161.95 | 3,231,355 | |||||
Total | 964,002 | 155.60 | 964,002 | 155.60 |
__________________________
(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 2022 and October 2023 to repurchase up to
3.0 million and 3.3 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 March 31, 2024, we had repurchased all of
the shares in the repurchase program authorized in October 2022, and there were a total of 3.2 million shares available for
repurchase under our October 2023 share repurchase program.
Item 6.Exhibits
The exhibits are listed on the Exhibit Index below.
36
EXHIBIT INDEX
Exhibit No. | Description | |
4.1 | ||
10.1† | ||
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 March 31, 2024 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the three-month periods ended March 31, 2024 and 2023, (ii) the Consolidated Statements of Comprehensive Income for the three-month periods ended March 31, 2024 and 2023, (iii) the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, (iv) the Consolidated Statements of Changes in Equity for the three-month periods ended March 31, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2024 and 2023, 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 March 31, 2024, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101 |
__________________________
† Indicates a management contract or compensatory plan
*Filed herewith
**Furnished herewith
37
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) | |
May 7, 2024 | /s/ DAVA E. RITCHEA |
Dava E. Ritchea on behalf of the Registrant as Chief Financial Officer (and also as Principal Financial and Principal Accounting Officer) |
38
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Exhibit 10.1
Personal and Confidential
Dava E. Ritchea
March 22, 2024
Dear Dava:
On behalf of everyone at AMG, I would like to tell you how pleased we are to offer you a position at AMG. Further to our discussion, I would like to outline specific responsibilities of the position, terms of employment, compensation, and related matters.
You would join AMG as Chief Financial Officer on April 1, 2024, reporting to me. As Chief Financial Officer, you would be a member of AMG’s senior management team and your role would include global responsibility for AMG’s Corporate Finance, Accounting, Finance Operations, Treasury, Tax, and Investor Relations functions.
Your annual base salary would be $500,000, payable monthly in advance on the first business day of each month. Based upon your continued employment at the time of payment, your 2024 incentive compensation would be determined by the Compensation Committee of our Board of Directors.
In addition, subject to the approval of the Compensation Committee, you would be granted AMG performance-based restricted stock units with a total fair value of $3,500,000 as of the grant date (expected to be within 90 days following your joining AMG), with such award(s) pursuant to AMG award agreement(s) and subject to such vesting, performance conditions, and other terms as are determined by the Compensation Committee.
With respect to benefits, AMG offers an outstanding package, including medical, dental, and life insurance plans, and a 401(k) and Profit Sharing Plan.
Your acceptance of this letter would also serve as confirmation to us that you are not subject to any contractual obligations (except for standard confidentiality and non-solicitation obligations to your prior employer) that would limit your ability to fulfill your AMG responsibilities, and that you will not disclose or make use of any information in violation of any agreements with or rights of any previous employer or other party, or bring to AMG’s premises any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employer or other party. As an at-will employee, either AMG or you may end this employment relationship at any time, with or without cause.
This letter reflects the complete agreement between you and AMG regarding the terms of your employment with AMG and supersedes any other statements or agreements on or before the date of your signing this letter.
We are very enthusiastic about your joining our team. We believe you will contribute significantly to our business, and we would like you to join in AMG’s success.
777 South Flagler Drive, Suite 1401 East Tower, West Palm Beach, FL 33401 | +1 617 747 3300 | www.amg.com
Page 2 of 3
Sincerely,
/s/ Jay C. Horgen
Jay C. Horgen
President and Chief Executive Officer
cc: Alexandra K. Lynn, Chief Administrative Officer
Kavita Padiyar, Managing Director, Chief Corporate Counsel, and Corporate Secretary
Page 3 of 3
Accepted and agreed to:
| /s/ Dava E. Ritchea | ||
| Name | ||
| March 22, 2024 | ||
| Date | ||
Please sign and return a copy to Human Resources to confirm your acceptance of our offer, and retain a copy for your records.
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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: May 7, 2024
| /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, Dava E. Ritchea, 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: May 7, 2024
| /s/ DAVA E. RITCHEA | ||||||||
Dava E. Ritchea 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 March 31, 2024, 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: May 7, 2024
| /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 March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Dava E. Ritchea, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to her 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: May 7, 2024
| /s/ DAVA E. RITCHEA | ||||||||
Dava E. Ritchea Chief Financial Officer | ||||||||
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