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8-K - 8-K - AFFILIATED MANAGERS GROUP, INC.a10-12738_48k.htm
EX-99.1 - EX-99.1 - AFFILIATED MANAGERS GROUP, INC.a10-12738_4ex99d1.htm
EX-23.1 - EX-23.1 - AFFILIATED MANAGERS GROUP, INC.a10-12738_4ex23d1.htm
EX-99.3 - EX-99.3 - AFFILIATED MANAGERS GROUP, INC.a10-12738_4ex99d3.htm

Exhibit 99.2

 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Condensed Combined Balance Sheets (Unaudited)

March 31, 2010 and December 31, 2009

 

 

 

March 31,

 

December 31,

 

(dollars in thousands)

 

2010

 

2009

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

65,941

 

$

79,760

 

Receivables

 

23,950

 

34,282

 

Deferred income taxes

 

1,749

 

1,748

 

Due from affiliates

 

21,868

 

14,487

 

Other current assets

 

623

 

752

 

Total current assets

 

114,131

 

131,029

 

Fixed assets, net

 

3,872

 

4,436

 

Investments

 

73,079

 

69,784

 

Intangible assets, net

 

60,434

 

64,191

 

Goodwill

 

94,544

 

98,096

 

Other long-term assets

 

1,239

 

1,269

 

Total assets

 

$

347,299

 

$

368,805

 

Liabilities and Stockholder’s Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Compensation and benefits payable

 

$

25,113

 

$

35,701

 

Accounts payable and accrued expenses

 

5,183

 

6,158

 

Incentive compensation liabilities

 

668

 

737

 

Income taxes payable

 

7,565

 

5,906

 

Deferred income taxes

 

3,882

 

4,154

 

Other current liabilities

 

864

 

1,152

 

Total current liabilities

 

43,275

 

53,808

 

Deferred income taxes

 

12,935

 

14,037

 

Incentive compensation liabilities

 

157

 

197

 

Other long-term liabilities

 

1,603

 

1,576

 

Total liabilities

 

57,970

 

69,618

 

Commitments and contingencies (Note 7)

 

 

 

 

 

Stockholder’s equity

 

 

 

 

 

Pantheon Holdings Limited and subsidiaries

 

 

 

 

 

Common stock, 10 pence par value; 666,670 shares authorized, 320,583 shares issued and outstanding at March 31, 2010 and December 31, 2009

 

122

 

122

 

Additional paid-in capital

 

121,241

 

121,493

 

Retained earnings

 

73,446

 

82,355

 

Accumulated other comprehensive loss

 

(32,072

)

(21,905

)

Pantheon Capital (Asia) Limited

 

 

 

 

 

Common stock, 1 HKD par value; 1,000 shares authorized, 100 shares issued and outstanding at March 31, 2010 and December 31, 2009

 

 

 

Additional paid-in capital

 

8,430

 

8,446

 

Retained earnings

 

4,484

 

4,042

 

Accumulated other comprehensive income

 

141

 

151

 

Pantheon Ventures Inc.

 

 

 

 

 

Common stock, $10 par value; 10,000 shares authorized, 500 shares issued and outstanding at March 31, 2010 and December 31, 2009

 

5

 

5

 

Additional paid-in capital

 

62,265

 

62,363

 

Retained earnings

 

51,280

 

42,100

 

Accumulated other comprehensive income (loss)

 

(13

)

15

 

Total stockholder’s equity

 

289,329

 

299,187

 

Total liabilities and stockholder’s equity

 

$

347,299

 

$

368,805

 

 

The accompanying notes are an integral part of these condensed combined financial statements.

 



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Condensed Combined Statements of Income (Unaudited)

Three Month Periods Ended March 31, 2010 and 2009

 

 

 

Three Months Ended March 31,

 

(dollars in thousands)

 

2010

 

2009

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

Investment management fee revenue

 

$

42,052

 

$

44,688

 

Total revenue

 

42,052

 

44,688

 

Operating expenses

 

 

 

 

 

Compensation and benefits

 

8,554

 

14,790

 

Occupancy and office

 

2,148

 

1,945

 

Professional fees

 

2,203

 

768

 

Business travel and entertainment

 

552

 

522

 

Amortization of intangible assets

 

1,414

 

1,340

 

Other operating expenses

 

8,143

 

480

 

Total operating expenses

 

23,014

 

19,845

 

Income from operations

 

19,038

 

24,843

 

Other income (expense)

 

 

 

 

 

Earnings (losses) in equity method investees

 

2,949

 

(3,675

)

Interest income

 

77

 

68

 

Interest expense

 

(1

)

(23

)

Gain (loss) on foreign currency, net

 

1,765

 

(951

)

Other, net

 

9

 

134

 

Total other income (expense)

 

4,799

 

(4,447

)

Income before income tax expense

 

23,837

 

20,396

 

Income tax expense

 

(8,124

)

(7,125

)

Net income

 

$

15,713

 

$

13,271

 

 

The accompanying notes are an integral part of these condensed combined financial statements.

 

2


 


 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Condensed Combined Statements of Changes in Stockholder’s Equity and Comprehensive Income (Loss) (Unaudited)

Three Month Period Ended March 31, 2010

 

(dollars in thousands)

 

Common Shares
Issued and
Outstanding

 

Additional Paid in
Capital

 

Retained
Earnings

 

Accumulated Other
Comprehensive
Income (Loss)

 

Total
Stockholder’s
Equity

 

Comprehensive
Income (Loss)

 

Total Pantheon Holdings Limited and subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2009

 

$

122

 

$

121,493

 

$

82,355

 

$

(21,905

)

$

182,065

 

 

 

Net Income

 

 

 

 

 

6,091

 

 

 

6,091

 

$

6,091

 

Dividends declared and paid ($47 per share)

 

 

 

 

 

(15,000

)

 

 

(15,000

)

 

 

Deemed capital distribution

 

 

 

126

 

 

 

 

 

126

 

 

 

Return of capital

 

 

 

(378

)

 

 

 

 

(378

)

 

 

Translation adjustments

 

 

 

 

 

 

 

(10,167

)

(10,167

)

(10,167

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

$

(4,076

)

Balances at March 31, 2010

 

122

 

121,241

 

73,446

 

(32,072

)

162,737

 

 

 

Total Pantheon Capital (Asia) Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2009

 

 

8,446

 

4,042

 

151

 

12,639

 

 

 

Net Income

 

 

 

 

 

442

 

 

 

442

 

$

442

 

Deemed capital distribution

 

 

 

29

 

 

 

 

 

29

 

 

 

Return of capital

 

 

 

(45

)

 

 

 

 

(45

)

 

 

Translation adjustments

 

 

 

 

 

 

 

(10

)

(10

)

(10

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

$

432

 

Balances at March 31, 2010

 

 

8,430

 

4,484

 

141

 

13,055

 

 

 

Total Pantheon Ventures Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2009

 

5

 

62,363

 

42,100

 

15

 

104,483

 

 

 

Net Income

 

 

 

 

 

9,180

 

 

 

9,180

 

$

9,180

 

Deemed capital distribution

 

 

 

102

 

 

 

 

 

102

 

 

 

Return of capital

 

 

 

(200

)

 

 

 

 

(200

)

 

 

Translation adjustments

 

 

 

 

 

 

 

(28

)

(28

)

(28

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

$

9,152

 

Balances at March 31, 2010

 

$

5

 

$

62,265

 

$

51,280

 

$

(13

)

$

113,537

 

 

 

 

The accompanying notes are an integral part of these condensed combined financial statements.

 

3


 


 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Condensed Combined Statements of Cash Flows (Unaudited)

Three Month Periods Ended March 31, 2010 and 2009

 

 

 

Three Months Ended March 31,

 

(dollars in thousands)

 

2010

 

2009

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

15,713

 

$

13,271

 

Adjustment to reconcile net income to net cash provided by operating activities

 

 

 

 

 

Depreciation and amortization

 

1,756

 

1,679

 

Bad debt expense

 

7,671

 

 

Stock-based compensation expense

 

225

 

549

 

Provision for deferred income taxes

 

(449

)

(429

)

(Earnings) losses in equity method investees

 

(2,949

)

3,675

 

Changes in operating assets and liabilities

 

 

 

 

 

Receivables

 

2,421

 

7,170

 

Other current assets

 

101

 

1,909

 

Other long-term assets

 

(1,000

)

65

 

Accounts payable and accrued expenses

 

(446

)

(1,445

)

Compensation and benefits payable

 

(9,312

)

(10,435

)

Incentive compensation liabilities

 

(30

)

86

 

Income taxes payable

 

1,603

 

(1,205

)

Other current liabilities

 

(255

)

2,430

 

Other long-term liabilities

 

29

 

(15

)

Other

 

(11

)

31

 

Due to affiliates

 

(7,380

)

(9,727

)

Net cash provided by operating activities

 

7,687

 

7,609

 

Cash flows from investing activities

 

 

 

 

 

Purchase of fixed assets

 

(1

)

(265

)

Investments purchases

 

(1,875

)

(2,230

)

Redemptions and distributions from investments

 

414

 

640

 

Net cash used in investing activities

 

(1,462

)

(1,855

)

Cash flows from financing activities

 

 

 

 

 

Repurchase of restricted stock

 

(623

)

(345

)

Taxes paid for withheld shares on restricted stock issuances

 

 

(86

)

Dividends declared and paid

 

(15,000

)

 

Principal payments on capital lease obligations

 

(5

)

(5

)

Net cash used in financing activities

 

(15,628

)

(436

)

Effect of exchange rate changes on cash and cash equivalents

 

(4,416

)

170

 

Net (decrease) increase in cash and cash equivalents

 

(13,819

)

5,488

 

Cash and cash equivalents

 

 

 

 

 

Beginning of year

 

79,760

 

53,247

 

End of period

 

$

65,941

 

$

58,735

 

 

The accompanying notes are an integral part of these condensed combined financial statements.

 

4



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

1.                            Nature of Business and Significant Accounting Policies

 

Nature of Business

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and subsidiaries (collectively the “Company”) are wholly-owned subsidiaries of Frank Russell Company (“Russell”). The Northwestern Mutual Life Insurance Company (“NML”) owns substantially all of the outstanding shares of Russell.

 

Pantheon Ventures Inc. is an investment advisor registered pursuant to the Investment Advisors Act of 1940, which provides investment management services to various domestic and international entities.

 

Pantheon Capital (Asia) Limited is a registered investment advisor that provides investment advice on securities under the Hong Kong Securities and Futures Ordinance.  Its principal activity is advising on securities to its overseas associated companies and their respective institutional clients.

 

Pantheon Holdings Limited and subsidiaries is a UK based holding company with subsidiaries that provide investment management services, predominantly in connection with unregistered investment companies.

 

On February 10, 2010, Russell accepted the offer of Affiliated Managers Group, Inc. (“AMG”) to purchase certain legal entities and assets and liabilities of the Company (the “Transaction”).

 

The Company had no separate legal status and historically did not prepare condensed combined financial statements. The condensed combined historical financial information included herein was prepared specifically for the purpose of facilitating the Transaction and includes the historical basis in assets and liabilities and the historical results of operations of each of the entities constituting the Company as of March 31, 2010 and December 31, 2009 and for each of the three month periods ended March 31, 2010 and 2009.

 

The condensed combined financial statements include all historical assets, liabilities, results of operations, and cash flows of the entities included in the Transaction, and those of their consolidated subsidiaries, even if certain of those assets, liabilities and consolidated subsidiaries of included entities have been excluded from the Transaction.

 

The accompanying unaudited condensed combined financial statements and notes to condensed combined financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at March 31, 2010 and December 31, 2009, and the results of operations and cash flows for the three month periods ended March 31, 2010 and 2009. Such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results for the year.  The condensed combined financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements.  Accordingly, they do not include certain disclosures normally provided in accordance with accounting principles generally accepted in the United States (“GAAP”) for a complete set of financial statements. These condensed combined financial statements should be read in conjunction with the audited combined financial statements of the Company for the year ended December 31, 2009.  The December 31, 2009 year end combined balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

 

The condensed combined financial information included herein may not necessarily be indicative of the Company’s results of operations, financial condition and cash flows in the future or what its results of operations, financial condition and cash flows would have been had the Company been a stand-alone company during the periods presented.

 

Principles of Combination

The accompanying condensed combined financial statements are presented in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries.   Transactions and balances between entities included within these condensed combined financial statements have been eliminated. Transactions and balances

 

5



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

between the Company and Russell and its subsidiaries have been separately identified as related-party transactions. See Note 6, Related Party Transactions.

 

The condensed combined statements of income include allocations of certain costs from Russell directly related to the operations of the Company, including an apportionment of central general and administrative costs for accounting, human resources, information systems and other overhead costs.  These centralized costs were allocated to the Company based on the Company’s analysis of its historical costs used to develop the Transition Agreement (as further discussed in Note 8) or actual costs incurred or employee headcount.  Management believes the methodologies applied for the allocation of these costs is reasonable.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed combined financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates are inherent in the preparation of the financial statements.  Actual results could materially differ from those estimates.

 

Investments

Equity method investees and cost method investees are comprised primarily of investments in affiliated private equity investment funds (“Investment Funds”).

 

Investments in which the Company has significant influence, but less than a controlling interest and do not meet the other criteria for consolidation in accordance with GAAP, are accounted for using the equity method of accounting.  The Company’s investment in equity method investees is included in investments in the condensed combined balance sheets.  The Company’s share of each investee’s earnings (losses) is included in earnings in equity method investees in the condensed combined statements of income.  Dividends or cash distributions, as well as additional cash investments or other cash paid to the investee, are included in the condensed combined statement of cash flows.

 

Investments in which the Company does not have a controlling interest or significant influence are accounted for using the cost method of accounting.  Under the cost method, the Investment Funds are accounted for in the condensed combined balance sheets at original cost and dividends are included in earnings when declared.  When a decline in fair value of an investment carried at cost is determined to be other-than-temporary, the investment is written down to fair value and the loss is included in the determination of earnings.

 

A component of the valuation of the Investment Funds is the performance-based incentive fee (“Carry”) payable to the general partner and, in some instances, other specified parties.  Certain Investment Funds also receive Carry from the Underlying Investments (as defined below) which they record.  In certain instances, Carry is not finalized until a contractual end date that extends beyond the reporting period.  It is the Company’s policy in valuing its holdings in Investment Funds, to not record incentive fees until the end of the contract period when the payment of fees is assured.

 

Investments made by Investment Funds (the “Underlying Investments”) generally consist of illiquid investments that are carried at fair value.  Fair value of the Underlying Investments has been determined by the general partner of each respective Investment Fund in good faith to reflect the fair value of the Company’s capital account balance.  Depending on the facts and circumstances, the Company considers potential valuation adjustments, if any.  Accordingly, valuations do not necessarily represent the amounts that might be realized from sales or other dispositions of Underlying Investments, nor do they reflect taxes or other expenses that might be incurred upon disposition.  Because of the inherent uncertainty of valuations of certain Underlying Investments, the estimated values for the Company’s investments in those Investment Funds may differ significantly from the values that would have been used had a ready market existed.

 

6



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

The Company’s investment transactions are recorded on the trade date, which is defined as the date the Company obtains an enforceable right to demand the securities or payment.  Realized gains and losses on investments sold are computed on a specific identification basis.  Interest income and expenses are recorded on the accrual basis.  Distributions from Investment Funds are recorded as declared and classified as either income or realized gain as disclosed to the partnership by management of the respective entity.

 

Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment on an annual basis, and between annual tests if circumstances would reduce the fair value of a reporting unit below its carrying value, and written down if impaired.  The fair value of each reporting unit is estimated using both an income approach and a market approach.  If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any.  The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill.  If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

 

The Company has capitalized the value of client and fund relationships, acquired technology, and a trade name obtained through acquisition.  Client and fund relationships are amortized using the straight-line method based upon an estimated useful life of 15 years.  Acquired technology is amortized over an estimated useful life of three years using the straight-line method.  The acquired Pantheon trade name is an intangible asset determined to have an indefinite useful life and is not amortized.

 

Impairment of Long-lived Assets

The Company assesses the impairment of long-lived assets, including indefinite life intangible assets, whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable.  When such events occur, management determines whether there has been an impairment by comparing the anticipated undiscounted net future cash flows to the related asset’s carrying value.  If an impairment exists, the asset is written down to its estimated fair value.  The Company did not record any impairment losses related to long-lived assets during the periods presented.

 

Revenue Recognition

Revenue is generated through investment management fees earned for managing investment limited partnerships and separate account clients and is recognized as earned based on the underlying nature of the respective management agreements.  The Company also receives performance-based incentive fees (“Carry”) in accordance with the terms stated in individual management agreements.  It is the Company’s policy to not record performance-based incentive fees until the end of the contract period when the payment of fees is assured.

 

Income Taxes

The Company files its federal tax return with Russell, who files its federal tax return with Northwestern Mutual Life Insurance Company as part of a consolidated group.  The Company files a tax return, either on a separate return basis, or as part of Russell’s unitary or combined group, in certain states.  The provision for federal and state income taxes is based on an allocation of the consolidated tax liability to the respective companies included in the consolidated group as if each company were filing on a separate return basis.  Federal taxes payable are recorded through and included in due to/from affiliates while state income taxes payable are included in accrued expenses in the accompanying condensed combined balance sheets.

 

Effective January 1, 2009, the Company adopted the authoritative guidance under GAAP for accounting and reporting uncertainty in income taxes.  This guidance clarifies how and when uncertain tax positions are to be recognized and disclosed in the financial statements.  The cumulative effect of adopting this guidance was $0.3 million, which was reflected as a reduction to the opening balance of retained earnings as of January 1, 2009.

 

7



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

Foreign Currency

An entity’s functional currency is determined by the currency of the economic environment in which the majority of cash is generated and expended by the entity.  The financial statements of all subsidiaries with a functional currency other than the U.S. dollar have been translated into the Company’s reporting currency, the U.S. dollar in accordance with GAAP.  All assets and liabilities of the respective entities are translated at period-end exchange rates and all revenues and expenses are translated at average month exchange rates during the respective period.  Translation adjustments are reported as a separate component of accumulated other comprehensive income in equity.

 

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency, including U.S. dollars.  Gains and losses on those foreign currency transactions are included in determining net income or loss for the period as a component of other income (expense).

 

Stock-Based Compensation

Russell has a Long-term Equity-Based Incentive Plan (“LTIP”) and callable puttable common stock issued under the Incentive Payment Plan (“IPP”) covering eligible employees of the Company.  Equity-classified awards are measured at fair value as of the grant dates or modification dates and the resulting cost is recognized over the period from the date of grant to the date when the award is no longer contingent upon the employee providing additional service (the required service period).  For awards that vest upon retirement, the required service period does not extend beyond the date an employee is eligible for retirement.  This situation can result in compensation expense being recognized over a period less than the stated vesting period.  Liability-classified awards are remeasured to fair value at each balance sheet date until the award is settled.

 

New Accounting Pronouncements

During the first quarter of 2010, the Company adopted a new standard that requires an enterprise to perform a qualitative analysis to determine whether its variable interests give it a controlling financial interest in a variable interest entity (“VIE”). Under the standard, an enterprise has a controlling financial interest when it has (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. An enterprise that holds a controlling financial interest is deemed to be the primary beneficiary and is required to consolidate the VIE. This new standard has been deferred for certain entities that utilize the specialized accounting guidance for investment companies or that have the attributes of investment companies. The adoption of the portions of this new standard that were not deferred did not have a material impact on the Company’s condensed combined financial statements. The impact of adopting this guidance is reflected in Note 3.

 

During the first quarter of 2010, the Company adopted a new standard that eliminated the concept of a qualifying special-purpose entity (“QSPE”), changed the requirements for derecognizing financial assets, and required additional disclosures to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. The standard also clarified the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The adoption of this new standard did not have an impact on the Company’s condensed combined financial statements.

 

2.                            Investments

 

All of the Company’s investments in equity method investees represent investments in affiliated funds. For cost method investments, the carrying value is equivalent to historical cost.  There have been no identified events or changes in circumstances that may have a significant adverse effect on the recoverability of the recorded investment value. Investments consist of the following:

 

8



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

 

 

Ownership

 

 

 

 

 

Percentage

 

Carrying Value

 

 

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

(dollars in thousands)

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

Investment funds (equity method)

 

 

 

 

 

 

 

 

 

Pantheon USA Fund VI LP

 

1.00

%

1.00

%

$

14,265

 

$

13,645

 

Pantheon USA Fund VII LP

 

1.00

%

1.00

%

7,335

 

6,969

 

Pantheon Global Secondary Fund III A LP

 

1.00

%

1.00

%

9,131

 

8,870

 

Pantheon Global Secondary Fund III B LP

 

1.00

%

1.00

%

3,488

 

3,885

 

Pantheon Europe Fund IV Ltd

 

1.00

%

1.00

%

5,455

 

5,200

 

Pantheon Europe Fund V A LP

 

1.00

%

1.00

%

5,917

 

5,395

 

Pantheon Global Secondary Fund II LTD

 

0.99

%

0.99

%

3,142

 

3,143

 

Pantheon Europe Fund VI LP

 

0.99

%

0.99

%

2,729

 

2,738

 

Pantheon Asia Fund IV LTD

 

1.00

%

1.00

%

3,959

 

3,346

 

Pantheon Asia Fund V LP

 

0.99

%

0.99

%

3,290

 

2,734

 

Other equity method investments

 

0%-1.0

%

0%-1.0

%

8,470

 

7,961

 

 

 

 

 

 

 

67,181

 

63,886

 

 

 

 

 

 

 

 

 

 

 

Cost method investees

 

 

 

 

 

5,898

 

5,898

 

Total investments

 

 

 

 

 

$

73,079

 

$

69,784

 

 

3.                            Variable Interest Entities

 

The Company is a variable interest holder in certain variable interest entities (“VIEs”) which are not consolidated, as the Company is not the primary beneficiary.  These VIEs represent certain private equity funds of funds. The purpose of such VIEs is to provide strategy specific investment opportunities for investors in exchange for management and performance based fees. The Company’s involvement with such entities is in the form of fee arrangements, direct equity interests (for certain VIEs) and/or management services.  The Company’s aggregate maximum exposure to loss represents the loss of assets recognized by the Company relating to non-consolidated VIEs and any clawback obligation relating to previously distributed carried interest.  The following table contains the carrying amounts of the assets related to the Company’s interest in these VIEs, included in the Company’s condensed combined financial statements as well as the maximum exposure to losses:

 

 

 

March 31,

 

December 31,

 

(dollars in thousands)

 

2010

 

2009

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Investments

 

$

1,174

 

$

1,187

 

 

 

 

 

 

 

Maximum Exposure to Losses

 

$

1,174

 

$

1,187

 

 

The net assets of the VIEs in which the Company was not the primary beneficiary but which the Company held a variable interest were approximately $2 billion as of March 31, 2010.

 

The Company’s involvement with these entities began on the dates that the entities were formed.  The Company holds no direct ownership interest in a majority of the non-consolidated VIEs.  The Company has not and does not intend to provide financial or other support to the VIEs other than that explicitly described in the partnership agreements.

 

The Company evaluates VIEs to determine whether the Company is the primary beneficiary by performing a qualitative and quantitative analysis of each VIE that includes a review of, among other factors, its capital structure, contractual terms, related party relationships, the Company’s fee arrangements and the design of the VIE.  This analysis includes determining whether the Company (1) has the power to direct matters that most significantly

 

9



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.  It was determined that the Company is not the primary beneficiary for any of the entities in which it carries a variable interest.

 

4.                            Goodwill and Intangible Assets

 

The change in goodwill from December 31, 2009 to March 31, 2010 of $3.6 million is due to changes in the functional currency other than the U.S. dollar.

 

Intangible assets consist of the following:

 

 

 

March 31,

 

December 31,

 

(dollars in thousands)

 

2010

 

2009

 

 

 

 

 

 

 

Amortizable intangible assets

 

 

 

 

 

Fund relationships

 

$

62,466

 

$

64,444

 

Client relationships

 

20,421

 

21,220

 

Acquired technology

 

2,314

 

2,404

 

 

 

85,201

 

88,068

 

Less: Accumulated amortization

 

(35,649

)

(35,718

)

 

 

49,552

 

52,350

 

Indefinite-lived intangible asset

 

 

 

 

 

Trade name

 

10,882

 

11,841

 

 

 

$

60,434

 

$

64,191

 

 

Amortization expense related to intangible assets was $1.4 million and $1.3 million for the three month periods ended March 31, 2010 and 2009, respectively.

 

5.                            Income Taxes

 

The Company records an income tax provision or benefit based upon its estimated annual effective tax rate, which is estimated at 34.1% and 34.9% for the three month periods ended March 31, 2010 and 2009, respectively.

 

The Company recognizes interest and penalties due to tax authorities as a component of income tax expense. As of March 31, 2010 and December 31, 2009, the Company had accrued $0.10 million and $0.08 million, respectively, for interest or penalties related to uncertain tax positions.  The U.S. federal statute of limitations remains open to examination for the year 2006 and onward.  The Company remains subject to examination by certain state jurisdictions for years prior to and including 2006.  Certain foreign jurisdictions remain open to examination for years prior to and including 2004.

 

6.                            Related Party Transactions

 

Receivables from the affiliated investment funds managed by the Company (collectively, the “Funds”) total $15.1 million and $23.8 million as of March 31, 2010 and December 31, 2009, respectively.  The balance includes amounts owed by the Funds to the Company for services provided and reimbursements for fund expenses paid by the Company on behalf of the Funds.  Revenues of $38.5 million and $40.3 million were recorded related to these Funds for the three month periods ended March 31, 2010 and 2009, respectively.

 

Under a joint purchasing agreement, Russell processes payments for the direct expenses of Pantheon Ventures Inc.  Under a joint paymaster agreement, Russell processes payroll transactions for Pantheon Ventures Inc.

 

10



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

Additionally, Russell allocates certain negotiated charges to Pantheon Ventures Inc. such as office space, equipment and insurance charges.  Pantheon Ventures Inc. reimburses Russell monthly for these expenses.  Amounts receivable from Russell for these and other activities were $10.3 million and $4.6 million at March 31, 2010 and December 31, 2009, respectively, and are netted against payables due to Russell in due from affiliates on the condensed combined balance sheets.

 

During 2009, the Company entered into a loan agreement with Russell in which the Company loaned Russell $12.0 million, bearing interest at the short-term monthly applicable federal rate (0.69% at December 31, 2009).  The loan is payable on demand and matures on July 22, 2011.  Interest is due annually on January 31.  Interest income for the three month periods ended March 31, 2010 related to this loan agreement totaled $0.02 million, and is included in interest income in the condensed combined statements of income.  Total accrued interest receivable related to this loan agreement at March 31, 2010 was $0.02 million and is included in due from affiliates in the condensed combined balance sheets.  The loan is classified as a current asset as it will be settled as part of the Transaction described in Note 1.

 

Expenses in the amount of $0.3 million of Russell were allocated to the Company for both three month periods ended March 31, 2010 and 2009.  See Note 1 for nature of costs allocated and the allocation methodology.

 

Included in income taxes payable is $3.4 million and $2.9 million payable to Russell for Pantheon Ventures Inc. state income taxes at March 31, 2010 and December 31, 2009, respectively.

 

The Company declared and paid $15 million in dividends to Russell during the three month period ended March 31, 2010.  There were no dividends declared or paid during the three month period ended March 31, 2009.

 

7.                            Commitments and Contingencies

 

Leases

The Company leases office space under noncancelable lease agreements expiring various dates through 2015.  Some of these leases provide for annual rental increases.  Total rent expense on these leases was $1.0 million and $0.9 million for the three month periods ended March 31, 2010 and 2009, respectively.

 

Contingencies

The Company is the general partner of various partnerships and investment advisor to certain clients. The partnership agreements and advisory agreements allow for profit participation allocations to be paid to the Company at varying rates based on varying methods of measuring performance.

 

The partnership agreements provide that the general partner may allocate to the limited partners the disproportionate allocations or incentive fees earned by the Company from partnerships in which it is the general partner or from advisory clients.  In accordance with the partnership agreements, limited partner capital accounts may not be negative and therefore any loss which would otherwise be allocated to the limited partners in respect of any allocation from a partnership or advisory account relationship will be allocated instead to the general partner.

 

The Company and its affiliates are involved in various claims and legal proceedings in the normal course of its business.  While it is not feasible to predict or determine the final outcome of these proceedings, based on consultation with legal counsel, the Company does not believe that the disposition of these proceedings will have a material adverse effect on the Company’s condensed combined financial position, results of operations or cash flows.

 

Commitments of the Company

As of March 31, 2010, the Company has total unfunded commitments for investment capital to affiliated closed-end investment funds of approximately $135 million.

 

11



 

Pantheon Ventures Inc., Pantheon Capital (Asia) Limited, and Pantheon Holdings Limited and Subsidiaries

Notes to Condensed Combined Financial Statements (Unaudited)

March 31, 2010 and December 31, 2009

 

Guarantees

In the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications.  The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred.  However, the Company expects the risk of loss to be remote.

 

Concentration of Risk

Approximately 92% and 90% of revenue earned by the Company is from affiliated entities for the three month periods ended March 31, 2010 and 2009, respectively.  Approximately 53% and 67% of accounts receivable as of March 31, 2010 and December 31, 2009, respectively, was due from affiliated entities.  Cash is held by the Company at financial institutions in excess of Federal Deposit Insurance Corporation (“FDIC”) limits.

 

8.                            Subsequent Events

 

The Company has performed an evaluation of subsequent events through August 4, 2010, which is the date the condensed combined financial statements were issued.

 

On June 30, 2010, Russell completed the Transaction with AMG in which AMG acquired the majority equity interest of the Company for approximately $775 million in cash, plus working capital adjustments, with the potential for additional payments over the next three to five years, contingent on the growth of the Company’s business. The Company’s management acquired the remaining equity interest. The effective date of the Transaction was June 30, 2010.

 

In May 2010, the Company received payment in full for the $12 million loan with Russell.

 

Russell entered into a Transition Services Agreement (“the Agreement”) with AMG.  Under the Agreement, Russell will provide specified transition services relating to the operation of the Company’s business for a period of up to 18 months from the closing date of the transaction.

 

12