UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2022
MANNING & NAPIER, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35355 | 45-2609100 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
290 Woodcliff Drive, Fairport, New York 14450
(Address of principal executive offices and zip code)
(585) 325-6880
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Class A Common Stock, $0.01 par value per share | MN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.06. Material Impairments.
On April 13, 2022, in connection with initiatives to upgrade its technology platform, Manning & Napier, Inc. (the “Company”) determined that it expects to record non-cash charges totaling approximately $1.9 million in the first quarter of 2022 for the impairment of certain internal and external costs capitalized in connection with hosted software arrangements.
This conclusion was reached after the Company determined it would terminate portions of its software license agreement with its current third-party service provider. The terminated services relate to the creation of an advisor portal and enhancement of the Company’s portfolio accounting and performance reporting functions. This does not represent a change in the Company’s strategic efforts to advance its digital transformation. As a result of limiting the use of its current third-party service provider, the Company assumes that certain currently capitalized implementation costs do not have significant value in the Company’s future technology strategy and will not ultimately be completed and placed into service. The Company does not expect to incur future cash expenditures as a result of terminating the portions of the agreement related to the advisor portal, portfolio accounting, or performance reporting.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s views with respect to, among other things, its operations and financial performance. Words like “assumes,” “expects,” and “will,” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its Annual Report on Form 10-K, which include, without limitation: the actual amount of cash expenditures incurred and the total impairment charge incurred. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Manning & Napier, Inc. | ||||||
| Date: April 15, 2022 | By: /s/ Sarah C. Turner | |||||
| Name: Sarah C. Turner Title: Corporate Secretary | ||||||