Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ART > SEC Filings for ART > Form 10-K on 4-Mar-2013All Recent SEC Filings

Show all filings for ARTIO GLOBAL INVESTORS INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-K for ARTIO GLOBAL INVESTORS INC.


4-Mar-2013

Annual Report


Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A").

Introduction

Artio Global Investors Inc. ("Investors" or the "Company") and subsidiaries (collectively, "we," "us" or "our") comprises Investors and its subsidiaries, including Artio Global Holdings LLC ("Holdings"), an intermediate holding company that owns Artio Global Management LLC ("Investment Adviser"), a registered investment adviser under the Investment Advisers Act of 1940, as amended; Artio Global Institutional Services LLC, which is licensed as a limited-purpose broker-dealer; and certain investment vehicles we consolidate because we have a controlling financial interest in them (the "Consolidated Investment Products"). The Consolidated Investment Products have investors whose interests are reflected as Non-controlling interests in the Consolidated Investment Products in the consolidated financial statements.

Our MD&A is provided in addition to the accompanying consolidated financial statements and footnotes to assist readers in understanding our results of operations and liquidity and capital resources. The MD&A is organized as follows:

• General Overview. Beginning on page 34, we provide a summary of our overall business, the proposed merger, changes in our Principals' interests, our critical accounting policies and the economic environment and our business environment.

• Key Performance Indicators. Beginning on page 38, we discuss the operating and financial indicators that guide management's review of our performance.

• Assets Under Management. Beginning on page 41, we provide a detailed discussion of our assets under management ("AuM"), which is the major driver of our operating revenues and key performance indicators.

• Revenues and Other Operating Income. Beginning on page 47, we compare our revenue and other operating income to the two prior years.

• Operating Expenses. Beginning on page 47, we compare our operating expenses to the two prior years.

• Non-Operating Income (Loss). Beginning on page 49, we compare our non-operating income (loss) to the prior two years.

• Income Taxes. Beginning on page 49, we compare our effective tax rates to the two prior years.

• Liquidity and Capital Resources. Beginning on page 50, we discuss our working capital as of December 31, 2012 and 2011, and cash flows for 2012, 2011 and 2010. Also included is a discussion of the financial capacity available to fund our future activities.

• New Accounting Standards. Beginning on page 52, we discuss new accounting pronouncements that may apply to us.

• Cautionary Note Regarding Forward-Looking Statements. Beginning on page 52, we describe the risks and uncertainties that could cause actual results to differ materially from those discussed in forward-looking statements set forth in this MD&A relating to our financial results, operations, business plans and prospects. Such forward-looking statements are based on management's current expectations about future events, which are inherently susceptible to uncertainty and changes in circumstances.

General Overview

Business

We are an asset management company that provides investment management services to institutional and mutual fund clients. We manage and advise proprietary (mutual) funds; commingled institutional investment vehicles; institutional separate accounts; sub-advisory accounts; and a hedge fund. While our operations and clients are primarily U.S.-based, a substantial portion of our AuM is invested outside of the U.S. Our revenues are billed primarily in U.S. dollars and are calculated based on the U.S. dollar value of the investment assets we manage for clients. Our managed portfolios have exposures to currencies other than the U.S. dollar, which can affect our revenues. As of December 31, 2012, 36% of our AuM were exposed to currencies other than the U.S. dollar. Consequently, changes in foreign currency exchange rates will affect our revenues. Our

34 Artio Global Investors Inc. 2012 Annual Report


Table of Contents

expenses are billed and paid primarily in U.S. dollars and are therefore not significantly impacted by foreign currency exchange rates.

For select new product initiatives, we have invested in the related investment vehicles in order to provide critical mass. We refer to these investments as "seed money investments." Income from seed money investments is included in non-operating income. This income is, by nature, variable. As of December 31, 2012, we have invested $41 million of capital in our seed money initiatives.

Proposed Merger

On February 14, 2013, we announced that we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Aberdeen Asset Management PLC, a public limited company organized under the laws of the United Kingdom ("Aberdeen"), and Guardian Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Aberdeen ("Merger Subsidiary") pursuant to which Aberdeen, subject to certain conditions, will acquire us for $2.75 in cash per share.

We currently expect to complete the proposed merger by the end of the second quarter or early in the third quarter of 2013, pending the approval of the merger by our shareholders. The merger is also subject to a number of additional conditions and regulatory approvals, including, but not limited to, U.S. antitrust approval and approval of certain of our mutual fund shareholders. See Item 1A. Risk Factors, Risks Related to the Proposed Merger with Aberdeen: We face risks related to our proposed merger with Aberdeen for additional detail.

Concurrently with the execution of the Merger Agreement, GAM Holding AG (formerly known as Julius Baer Holding Ltd.), a Swiss corporation ("GAM"), and each of Richard Pell, our Chief Investment Officer ("Pell"), and Rudolph-Riad Younes, our Head of International Equity ("Younes," together with Pell, the "Principals"), entered into voting agreements with Aberdeen, providing that they will vote in favor of the merger. In aggregate, GAM and the Principals represented approximately 45% of our outstanding Class A common stock as of February 13, 2013.

The Principals also entered into an amended and restated tax receivable agreement with us and Aberdeen pursuant to which, effective at closing of the proposed merger, the Principals agreed to waive certain provisions relating to a change in control of the Company and Aberdeen agreed to modify certain provisions relating to payments that the Principals were entitled to under the original tax receivable agreement.

The proposed merger contains inherent risks, such as the possibility of disruption to our business, including increased costs, as well as diversion of management time and resources, making it more difficult to maintain business and operational relationships, including relationships with clients; inability to retain key personnel in advance of completion of proposed merger; and the risk that the proposed merger is not completed, which could lead to continued or increased client outflows, further declines in investor confidence, failure to retain key personnel, increased reduction in profitability due to costs incurred in connection with the proposed merger and increased potential for stockholder litigation. See Part I, Item 1A. Risk Factors, Risks Related to the Proposed Merger with Aberdeen: We face risks related to our proposed merger with Aberdeen for further considerations regarding the proposed merger.

Changes in the Principals' Interests

In 2010, the Principals exchanged 14.4 million of their non-voting New Class A membership interests in Holdings ("New Class A Units") for 14.4 million shares of Investors' Class A common stock, reducing their membership interests in Holdings to approximately 1% each. At the time of the exchanges, we issued 4.2 million shares of Class A common stock in a synthetic offering to cover the Principals' taxes payable on the exchanges. We did not retain any of the proceeds related to the synthetic offering.

In April 2012, the Principals exchanged their remaining interests in Holdings for shares of Investors' Class A common stock, leaving Holdings as a wholly owned subsidiary (see Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 4. Stockholders' Equity). The Principals' interests were reflected in the consolidated financial statements as Non-controlling interests in Holdings.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities (including contingent liabilities), revenues, and expenses at the date of the consolidated financial

Artio Global Investors Inc. 2012 Annual Report 35


Table of Contents

statements. Actual results could differ from those estimates and may have a material effect on the consolidated financial statements.

Investments owned by the Consolidated Investment Products, and Other Seed Money Investments

Certain of our seed money investments are required to be consolidated.

Fees Receivable and Accrued Fees, Net of Allowance for Doubtful Accounts

Fees receivable and accrued fees, net of allowance for doubtful accounts represent fees earned that have been, or will be, billed to our clients. We review receivables and provide an allowance for doubtful accounts if appropriate.

Investment Management Fees

Investment management fees are recognized as earned. Fees on registered investment companies are computed and billed monthly as a percentage of average daily fair value of the Funds' AuM. Fees on other vehicles and on separate accounts are computed and billed in accordance with the provisions of the applicable investment management agreements.

The investment management agreements for a small number of accounts and an insignificant amount of assets provide for performance fees. Performance fees, if earned, are recognized on the contractually determined measurement date.

Compensation Plans

Certain of our employees participate in the Artio Global Investors Inc. 2009 Stock Incentive Plan (the "Incentive Plan;" see Item 8. Financial Statements and Supplementary Data, Notes to the Consolidated Financial Statements, Note 11. Share-Based Payments). Some of these awards are performance- or market-based.

For performance-based awards, the conditions correspond with the responsibilities of the recipients and are linked to either investment performance or sales targets, or for market-based awards, relate to increasing the price/earnings multiple of our Class A common stock as compared to our peer group. All of our current performance- and market-based awards have three-year cliff vesting. The fair value of the awards with performance conditions is based on the probable outcome of the performance target and is amortized over the vesting period. In some cases, performance targets may be set on an annual basis and communicated to employees after the initial grant date. In such cases, grant date (for purposes of determining fair value and commencement of amortization) is when the performance targets are approved by the Board of Directors and communicated. The assumptions used to derive the fair value of the performance-based awards are reviewed by management on a quarterly basis. Changes to the fair value of such awards are reflected in Employee compensation and benefits on the Consolidated Statement of Operations.

Income Taxes

The majority of our deferred tax asset would be recoverable over a 15-year period, dependent on our ability to generate sufficient taxable income. Amounts not used in the year generated may be available through carryback or carryforward to other taxable years. We evaluated the recoverability of the deferred tax asset, and in 2012, we recorded a valuation allowance due to our assessment that a portion of the asset is no longer 'more likely than not' of being realized. (See Item 8. Financial Statements and Supplementary Data, Notes to the Consolidated Financial Statements, Note 12. Income Taxes.)

Uncertainty in income tax positions is accounted for by recognizing in the consolidated financial statements the benefit of a tax position that we have taken in a jurisdiction when it is more likely than not that the tax position would be sustained upon examination by the tax authorities based on the technical merits of the position. Management considers the facts and circumstances available in order to determine the appropriate tax benefit to recognize including tax legislation and statutes, legislative intent, regulations, rulings and case law. The ultimate outcome of the examination of a tax position may differ from management's estimate. These differences could have a material impact on our effective tax rate, results of operations, financial position and cash flows.

Interest and penalties relating to tax liabilities are recognized on actual tax liabilities and exposure items. Interest is accrued according to the provisions of the relevant tax law and is reported as Interest expense under Non-operating income (loss) on the Consolidated Statement of Operations. Penalties are accrued and reported as Expenses: General and administrative on the Consolidated Statement of Operations.

36 Artio Global Investors Inc. 2012 Annual Report


Table of Contents

Contingencies

We accrue for estimated costs, including, if applicable, legal costs, when it is probable that a loss has been incurred and the costs can be reasonably estimated. Accruals are reviewed quarterly and are adjusted to reflect the impact of current developments. Differences could exist between the actual outcome of a contingency and management's estimate.

Although we may not have an explicit obligation to do so, we have, at our discretion, reimbursed client accounts for certain operational losses incurred.

Economic Environment

As an investment manager, we derive substantially all of our operating revenues from providing investment management services to our institutional and mutual fund clients. Such revenues are driven by the amount and composition of our AuM, as well as by our fee structure, making our business results sensitive to the prevailing global economic climate and its impact on investor sentiment and capital markets.

In 2012, most broad-based equity and fixed income markets posted positive returns despite continued concerns surrounding many European countries, the euro and the so-called 'fiscal cliff' in the U.S.

Early in the year, the U.S. Federal Reserve Bank (the "Fed") announced its intention to continue its policy of encouraging growth for the foreseeable future. In the third quarter of 2012, the Fed announced it would begin expanding holdings of Treasury and mortgage-backed securities. In December 2012, it announced plans to keep interest rates low as long as the nation's unemployment rate remained above 6.5%. However, it is expected to see risk markets slightly tighter (in spread) and for the ten year Treasury to trade in a range between 1.5% and 2.5% by the end of 2013. With the Fed's new directive, it is also not unreasonable to think that there will be some market and rate volatility in 2013.

Also during 2012, euro zone governments established a permanent rescue fund, the European Stability Mechanism (the "ESM"), which was designed to lend money and allow countries to maintain a buffer to earn a top credit rating. In July 2012, the European Central Bank (the "ECB") lowered its benchmark interest rate and the bank's president stated that the organization would do "whatever it takes" to save the euro. In December 2012, European finance ministers agreed to place more than 100 large banks in the euro area under the supervision of the ECB, while smaller banks will remain overseen by national regulators. This gives the ECB a role similar to that of the Fed and provided investors with a sign that Europe's leaders are taking steps to maintain the viability of the euro.

Business Environment

The International Equity strategies, which historically comprised the largest percentage of AuM, saw significant net client cash outflows in 2012. By contrast, our fixed income strategies only experienced modest net client cash outflows, which was offset by market appreciation, leaving our fixed income AuM consistent with the level at the beginning of the year. By asset size, as of December 31, 2012, fixed income represented our largest product group. Given this proportional shift and their lower fee rates, asset growth within our fixed income strategies would result in a slower pace of revenue growth than would result if it came from growth in our equities strategies. We believe that our fixed income strategies provide our best opportunity for asset growth in the immediate future, but believe this could be tempered by net client cash outflows in our International Equity strategies.

In 2012, we made the decision to discontinue our U.S. Equity strategies. Results for 2012 include expenses of $11.2 million associated with winding down these strategies, as well as other expenses associated with reductions we made to our cost base due to decreased AuM and associated revenues.

We have deferred tax assets, excluding the impact of the valuation allowance, totaling $174.2 million that resulted from a step-up in tax basis associated with the conversion of shares by certain shareholders. These tax benefits are shared with the converting shareholders under a tax receivable agreement (see Item 8. Financial Statements and Supplementary Data, Notes to the Consolidated Financial Statements, Note 6. Related Party Activities: Exchange Agreement and Tax Receivable Agreement). The amortization of the step-up for tax purposes occurs annually for approximately 15 years in amounts ranging from approximately $23 million to $52 million a year.

Our analysis of these benefits shows that while we are likely to utilize the amortization expense to generate tax benefits in 2013, in the years following, we may have difficulty recognizing such benefits. Any unused benefits will then be usable in our tax returns only on a carry-forward basis, for a period of 20 years. As a consequence, we recorded a valuation allowance of

Artio Global Investors Inc. 2012 Annual Report 37


Table of Contents

$178.5 million against these deferred tax assets and certain other deferred tax assets, and reduced Due under tax receivable agreement on the Statement of Financial Position.

In 2012, we eliminated the service requirement for employee stock awards issued at our initial public offering ("IPO"). The cost of the unvested awards was accelerated and is included in 2012 results. The awards will continue to vest according to their original schedule.

Changing and refining our business strategy is only possible with sufficient liquid resources. We generated positive operating cash flows during 2012 and as of December 31, 2012, had a cash balance, excluding cash held by our seed money investments, of $90.9 million. This allowed us to prepay our outstanding term loan balance and provides us with funds for both operating purposes and investment in future growth initiatives. If our revenues continue to decline, we may not generate sufficient cash flow to cover operations in the future.

Key Performance Indicators

Our management reviews our performance on a monthly basis, focusing on the
indicators described below.
                                                         As of and for the Year Ended
                                                                 December 31,
(in millions, except basis points, percentages
and per share amounts)                                2012            2011           2010
Operating indicators
AuM                                               $    14,332     $   30,359     $   53,407
Average AuM(a)                                         21,816         44,427         52,930
Net client cash flows                                 (18,576 )      (16,697 )       (6,287 )
Market appreciation (depreciation)                      2,549         (6,351 )        3,701

Financial indicators
Investment management fees                                123            277            334
Effective fee rate (basis points)(b)                     56.4           62.4           63.1
Adjusted operating income(c)                               18            131            184
Adjusted operating margin(d)                             14.4 %         47.5 %         55.0 %
Adjusted EBITDA(c)                                         26            142            189
Adjusted EBITDA margin(d)                                20.9 %         51.4 %         56.4 %
Adjusted compensation ratio(c)(e)                        49.3 %         31.5 %         26.2 %
Adjusted net income attributable to Artio
Global Investors(c)                                        15             73            103
Diluted earnings per share                        $     (0.80 )   $     0.99     $     1.58
Adjusted diluted earnings per share(f)            $      0.25     $     1.23     $     1.72

(a) Average AuM is computed on the beginning-of-first-month balance and all end-of-month balances within the year.

(b) The effective fee rate is computed by dividing investment management fees by average AuM for the year.

(c) See the "Adjusted Performance Measures" section of this MD&A for reconciliations of Employee compensation and benefits to Adjusted compensation; Operating income (loss) before income tax expense to Adjusted operating income; Net income (loss) to Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"); and Net income
(loss) attributable to Artio Global Investors to Adjusted net income attributable to Artio Global Investors.

(d) Adjusted operating and Adjusted EBITDA margins are calculated by dividing Adjusted operating income and Adjusted EBITDA by Total revenues and other operating income.

(e) Calculated as Adjusted compensation(c) divided by Total revenues and other operating income.

(f) Adjusted diluted earnings per share is calculated by dividing Adjusted net income attributable to Artio Global Investors by Adjusted weighted average diluted shares (see the "Adjusted Performance Measures" section of this MD&A).

Operating Indicators

Our revenues are driven by the amount and composition of our AuM, as well as by our fee structure. As a result, management closely monitors our AuM. We believe average AuM is more useful than quarter-end AuM in analyzing performance during a period, as most of our fees are calculated based on daily or monthly AuM, rather than quarter-end balances of AuM, although period-end AuM may be a better indicator of future revenues.

Net client cash flows represent purchases by new or existing clients, less redemptions. Our net client cash flows are driven by a number of factors, including the performance of our investment strategies relative to their respective benchmark and/or peers,

38 Artio Global Investors Inc. 2012 Annual Report


Table of Contents

absolute levels of performance, the competitiveness of our fee rates, the success of our marketing and client service efforts, clients' appetite for risk and the general state of equity and fixed income markets. Net client cash outflows were $18.6 billion for 2012, mostly from our International Equity strategies. In our view, this primarily reflects underperformance in our International Equity strategies during 2009 through 2012.

Financial Indicators

Management reviews certain financial ratios to monitor progress with internal forecasts and our business drivers, and compare our firm with others in the asset management industry. The effective fee rate represents the amount of investment management fees we earn divided by the average dollar value of AuM we manage. This information can be used as an indicator of the contribution of our products to revenues. Adjusted operating and Adjusted EBITDA margins are important indicators of our profitability and the efficiency of our business model. (See the "Adjusted Performance Measures" section of this MD&A for a discussion of financial indicators not prepared in conformity with GAAP. Other ratios shown in the table on page 38 allow us to review expenses in comparison with our revenues.

Investment management fees are earned from managing clients' assets and therefore fluctuate with the total value of AuM, the composition of AuM among our investment vehicles and investment strategies, and changes in the investment management fee rates on our products. Fees from our International Equity strategies are our primary revenue source and as a percentage of Investment management fees were approximately 65% in 2012, 83% in 2011 and 87% in 2010. The decrease in revenue percentage from our International Equity strategies primarily reflects net client cash outflows in 2011 and 2012.

Our effective fee rate for 2012 was 56.4 basis points and has declined in recent years due primarily to a greater proportion of our AuM being in fixed income strategies, which typically have lower average fee rates than our equity strategies.

Our Adjusted operating and Adjusted EBITDA margins in 2012 declined significantly, as revenues declined faster than expenses. We expect our margins to continue to be under pressure in 2013, as our AuM at the end of 2012 was less than half its level at the end of 2011.

Adjusted Performance Measures

Certain of our financial indicators are adjusted versions of balances in our consolidated financial statements and are not prepared in conformity with GAAP. We believe these adjusted financial indicators are meaningful as they are more representative of our ongoing expense base than their GAAP counterparts. We exclude the amortization expense associated with equity awards granted to employees at the time of our IPO in 2009 (since it was awarded as a consequence of our IPO and not in the ordinary course of business), severance and other costs associated with the organizational changes put in place during 2011 and 2012, a valuation allowance on a deferred tax asset (since the deferred tax asset arose primarily out of a an exchange transaction rather than from our operations), expenses related to the winding down of our U.S. Equity strategies, reductions in infrastructure requirements and the indemnification of a tax obligation of one of our funds.

We also present Adjusted net income attributable to Artio Global Investors per diluted share, which assumes the full exchange of our Principals' non-controlling interests for Class A common stock at the beginning of each period presented. (This adjustment does not conform with GAAP, for those periods in which the shares are antidilutive. In such periods, the adjustment has the effect of increasing earnings per share.) As there are no longer any non-controlling interests in Holdings, this adjustment will not be made in future periods.

These adjustments are reflected in Adjusted operating income, Adjusted operating margin, Adjusted compensation ratio, Adjusted net income attributable to Artio . . .

  Add ART to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ART - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.