Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “BrightSphere” or “BSIG” refer to BrightSphere Investment Group Inc., references to the “Company” refer to BSIG, and references to “we,” “our” and “us” refer to BSIG and its consolidated subsidiaries and equity-accounted Affiliate, excluding discontinued operations. References to the holding company or “Center” excluding the Affiliates refer to BrightSphere Inc., or “BSUS,” a Delaware corporation and wholly owned subsidiary of BSIG. Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “Affiliates” or an “Affiliate” refer to the asset management firms in which we have or had an ownership interest. References in this Quarterly Report on Form 10-Q to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Quarterly Report on Form 10-Q constitutes either an offer or a solicitation to buy or sell any of our Affiliates’ products or services, nor is any such information a recommendation for any of our Affiliates’ products or services.
The following discussion of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes which appear elsewhere in this Quarterly Report on Form 10-Q.
This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” at the end of this Item 2 for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
• Overview provides a brief description of our business. It includes information on our reporting segment and underlying Affiliate, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by strategy, client type and location, and net flows by segment, client type and client location.
• U.S. GAAP Results of Operations for the Three and Six Months Ended June 30, 2022 and 2021 includes an explanation of changes in our U.S. GAAP revenue, expense and other items for the three and six months ended June 30, 2022 and 2021, as well as key U.S. GAAP operating metrics.
• Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income attributable to controlling interests and ENI for the three and six months ended June 30, 2022 and 2021 as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key non-GAAP operating metrics. In addition, this section provides segment analysis for our business segments.
• Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Adjusted EBITDA; Future Capital Needs; Borrowings and Long-Term Debt. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
• Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time the policies were applied and estimates were made.
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Overview
We are a global asset management holding company headquartered in Boston, Massachusetts. We historically held interests in a group of investment management firms (the “Affiliates”) individually headquartered in the United States. We have completed the disposition of certain Affiliates and currently operate our business through the following segment:
• Quant & Solutions —comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, ESG, multi-asset, equity alternatives, and long/short strategies. This segment is comprised of our interest in our sole Affiliate, Acadian Asset Management LLC (“Acadian”).
Through Acadian, we offer a diverse range of actively-managed investment strategies and products to institutional investors around the globe.
The corporate head office is included within the Other category, along with our previously disposed Affiliates, Campbell Global, LLC (“Campbell Global”) and Investment Counselors of Maryland, LLC (“ICM”), for the three and six months ended June 30, 2021. The corporate head office expenses are not allocated to the Company’s business segment but the Chief Operating Decision Maker (“CODM”) does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
Under U.S. GAAP, Acadian is consolidated into our financial statements. We may also be required to consolidate Acadian’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third party clients in those Funds.
Recent Developments
COVID-19 Impact
The COVID-19 pandemic has had a significant impact on the global economy and the financial and securities markets. Ongoing global health concerns and uncertainty regarding the impact of COVID-19 could lead to further market volatility. As the pandemic continues to evolve, we continue to monitor the economic uncertainty and market volatility related to COVID-19, which has impacted the investment management industry in which we operate. The extent of the impact on our business operations and financial results will depend on a number of factors and future developments, including the spread of variants of COVID-19, which are uncertain and cannot be predicted. See Item 1A to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities Exchange Commission on February 28, 2022.
Russia Invasion of Ukraine
Russia’s military invasion of Ukraine in February 2022, the resulting responses by the U.S. and other countries (including the imposition of broad-ranging economic sanctions), and the potential for wider conflict has increased volatility and uncertainty in global financial markets and adversely affected regional and global economies. Although our overall exposure to Russian securities is limited, the extent and duration of Russia’s military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions, such as cyber attacks) are impossible to predict, but could result in significant market disruptions, including in certain industries or sectors, and may negatively affect global supply chains, inflation and global growth.
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The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. Approximately 80% of our management fees for the three months ended June 30, 2022 were calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM or other measuring methods. Changes in the levels of our AUM are driven by our investment performance and net client cash flows. We may also earn performance fees, or adjust management fees, when certain accounts differ in relation to relevant benchmarks or exceed or fail to exceed required returns. Approximately $12 billion, or 13%, of our AUM are in accounts in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation, calculated as described below, may be awarded in cash, equity, or profit interests.
The arrangements in place with Acadian result in the sharing of economics between BSUS and Acadian’s key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of equity or profit interests distribution to our employees.
Variable compensation is the portion of earnings that is contractually allocated to Acadian employees as a bonus pool, typically representing a fixed percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian key employees and those of BSUS are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth.
Equity or profit interests owned by Acadian key employees are awarded as part of their variable compensation arrangements. Over time, key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by key employees forgoing cash bonuses in exchange for the equivalent value in Acadian equity or profit interests. The recycling of equity or profit interests is often facilitated by BSUS; see “—U.S. GAAP Results of Operations—U.S. GAAP Expenses—Compensation and Benefits Expense” for a further discussion.
How We Measure Performance
We manage our business based on one business segment, reflecting how our management assesses the performance of our business.
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.
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ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Affiliate equity and profit interests held by Affiliate key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs and that portion of consolidated Funds which are not attributable to our stockholders.
ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services and earnings from our former equity-accounted Affiliate. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders, it excludes reimbursement of certain costs we paid on behalf of our customers and includes our share of earnings from our former equity-accounted Affiliate.
ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Affiliate key employee owned equity and profit interests, amortization and impairment of acquired intangibles and other acquisition-related items, costs we paid on behalf of our customers which were subsequently reimbursed and certain other non-cash expenses.
“Non-controlling interests” is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Fund that is attributable to the outside investors or clients of the consolidated Fund is included in “Non-controlling interests” in our Condensed Consolidated Financial Statements. Conversely, “controlling interests” is the portion of revenue or expense that is attributable to our stockholders.
For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see “—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.”
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Summary Results of Operations
The following table summarizes our unaudited results of operations for the three and six months ended June 30, 2022 and 2021:
($ in millions, unless otherwise noted) Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
U.S. GAAP Basis
Revenue $ 95.5 $ 133.3 $ (37.8) $ 207.7 $ 243.0 $ (35.3)
Pre-tax income from continuing operations attributable to controlling interests
41.3 34.6 6.7 74.7 62.2 12.5
Net income from continuing operations attributable to controlling interests
28.6 24.7 3.9 52.4 43.2 9.2
Net income attributable to controlling interests 28.6 532.7 (504.1) 52.4 559.7 (507.3)
U.S. GAAP operating margin (1)
48.9 % 27.1 % 2182 bps 43.3 % 28.2 % 1505 bps
Earnings per share, basic ($) $ 0.69 $ 6.71 $ (6.02) $ 1.23 $ 7.05 $ (5.82)
Earnings per share, diluted ($) $ 0.67 $ 6.42 $ (5.75) $ 1.19 $ 6.77 $ (5.58)
Basic shares outstanding (in millions) 41.4 79.4 (38.0) 42.7 79.3 (36.6)
Diluted shares outstanding (in millions) 42.5 82.9 (40.4) 43.9 82.6 (38.7)
Economic Net Income Basis (2)(3)
(Non-GAAP measure used by management)
ENI revenue (4)
$ 95.5 $ 133.4 $ (37.9) $ 207.7 $ 243.2 $ (35.5)
Pre-tax economic net income (5)
23.6 44.6 (21.0) 55.8 75.4 (19.6)
Adjusted EBITDA 34.0 56.3 (22.3) 77.0 98.4 (21.4)
ENI operating margin (6)
30.1 % 39.9 % (983) bps 32.5 % 37.3 % (484) bps
Economic net income (7)
17.3 32.9 (15.6) 40.7 55.4 (14.7)
ENI diluted EPS ($)
$ 0.41 $ 0.40 $ 0.01 $ 0.93 $ 0.67 $ 0.26
Other Operational Information
Assets under management (AUM) at period end (in billions)
$ 90.5 $ 126.9 $ (36.4) $ 90.5 $ 126.9 $ (36.4)
Net client cash flows (in billions) (2.8) (0.9) (1.9) (5.0) (4.4) (0.6)
Annualized revenue impact of net flows (8)
(7.4) (0.9) (6.5) (8.5) (8.8) 0.3
(1) U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
(2) Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
(3) Excludes restructuring costs associated with the transfer of an insurance policy from our former parent of $0.3 million for the three months ended June 30, 2022. Excludes restructuring costs at Acadian of $0.1 million and costs associated with the transfer of an insurance policy from our former parent of $0.6 million for the six months ended June 30, 2022. Excludes income from discontinued operations attributable to controlling interests, as well as restructuring costs at the Center and Affiliates of $2.0 million and costs associated with the transfer of an insurance policy from our former parent of $0.3 million for the three months ended June 30, 2021. Excludes income from discontinued operations attributable to controlling interests, as well as restructuring costs at the Center of $3.5 million, costs associated with the transfer of an insurance policy from our former parent of $0.6 million and the loss on sale of Affiliates of $1.3 million for the six months ended June 30, 2021.
(4) ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue.
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(5) Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP pre-tax income from continuing operations attributable to controlling interests.
(6) ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin corresponds to our U.S. GAAP operating margin, excluding the effect of consolidated Funds.
(7) Economic net income is the ENI measure which is most directly comparable to U.S. GAAP net income from continuing operations attributable to controlling interests.
(8) Annualized revenue impact of net flows represents annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts (inflows), less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts (outflows), plus revenue impact from reinvested income and distribution. Annualized management fee for client flow is calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow, excluding any current or future market appreciation or depreciation, or the net assets lost in the account in the event of an outflow, excluding any current or future market appreciation or depreciation. In addition, reinvested income and distribution for each segment is multiplied by average fee rate for the respective segment to compute the revenue impact. For a further discussion of the uses and limitations of the annualized revenue impact of net flows, see “Assets Under Management” herein.
Assets Under Management
The following table presents our assets under management as of each of the dates indicated:
($ in billions) June 30, 2022 December 31, 2021
Acadian Asset Management $ 90.5 $ 117.2
Our strategies include:
i. Developed Markets equity, which includes Quant & Solutions U.S., global and international equities; and
ii. Emerging Markets equity, which includes Quant & Solutions equity investments in the emerging and frontier markets.
The following table presents our assets under management by strategy as of each of the dates indicated:
($ in billions) June 30, 2022 December 31, 2021
Developed Markets 69.5 89.3
Emerging Markets 21.0 27.9
Total assets under management $ 90.5 $ 117.2
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The following table shows assets under management by client type as of each of the dates indicated:
($ in billions) June 30, 2022 December 31, 2021
AUM % of total AUM % of total
Public/Government $ 37.5 41.4 % $ 52.6 44.9 %
Commingled Trust/UCITS 21.0 23.2 % 26.1 22.3 %
Corporate/Union 13.1 14.5 % 15.8 13.5 %
Sub-advisory 11.8 13.0 % 14.1 12.0 %
Endowment/Foundation 2.7 3.0 % 3.3 2.8 %
Mutual Fund 0.8 0.9 % 1.0 0.9 %
Other 3.6 4.0 % 4.3 3.6 %
Total assets under management $ 90.5 $ 117.2
The following table shows assets under management by client location as of each of the dates indicated:
($ in billions) June 30, 2022 December 31, 2021
AUM % of total AUM % of total
U.S. $ 60.9 67.3 % $ 77.1 65.8 %
Europe 15.9 17.6 % 20.1 17.2 %
Asia 2.9 3.2 % 5.5 4.7 %
Australia 5.2 5.7 % 5.9 5.0 %
Other 5.6 6.2 % 8.6 7.3 %
Total assets under management $ 90.5 $ 117.2
AUM flows and the annualized revenue impact of net flows
Net client cash flows and revenue impact of net client cash flows for all periods include reinvested income and distributions, and exclude realizations. Reinvested income and distributions represent investment yield that is reinvested back into the portfolios as opposed to distributed as cash.
In the following table, we present our asset flows and market appreciation (depreciation) by segment. We also present a key metric used to better understand our asset flows, the annualized revenue impact of net client cash flows. Annualized revenue impact of net flows represents annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts (inflows), less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts (outflows), plus revenue impact from reinvested income and distributions. Annualized management fee for client flow is calculated by multiplying the annual gross fee rate for the relevant account with the inflow or the outflow, including our equity-accounted Affiliate. In addition, reinvested income and distributions for each segment is multiplied by average fee rate for the respective segment to compute the revenue impact.
The annualized revenue impact of net flows metric is designed to provide investors with a better indication of the potential financial impact of net client cash flows, however it has certain limitations. For instance, it does not include assumptions for the next twelve months' market appreciation or depreciation and investment performance associated with the assets gained or lost. Nor does it account for factors such as future client terminations or additional contributions or withdrawals over the next twelve months. Additionally, the basis points reported are fee rates based on the asset levels at the time of the transactions and do not consider the fact that client fee rates may change over the next twelve months.
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The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
($ in billions, unless otherwise noted) 2022 2021 2022 2021
Quant & Solutions
Beginning balance $ 110.2 $ 111.5 $ 117.2 $ 107.0
Gross inflows 2.5 2.7 6.0 4.9
Gross outflows (6.3) (4.7) (12.9) (11.1)
Reinvested income and distributions 1.0 0.7 1.9 1.3
Net flows (2.8) (1.3) (5.0) (4.9)
Market appreciation (depreciation) (16.9) 7.6 (21.7) 14.6
Other — — — 1.1
Ending balance $ 90.5 $ 117.8 $ 90.5 $ 117.8
Average AUM (1)
$ 100.8 $ 115.9 $ 105.5 $ 112.8
Liquid Alpha
Beginning balance $ — $ — $ — $ 3.2
Gross inflows — — — —
Gross outflows — — — —
Net flows — — — —
Market appreciation — — — —
Other (2)
— — — (3.2)
Ending balance $ — $ — $ — $ —
Average AUM $ — $ — $ — $ —
Average AUM of consolidated Affiliates $ — $ — $ — $ —
Other (2)
Beginning balance $ — $ 8.7 $ — $ 5.8
Gross inflows — 0.5 — 0.7
Gross outflows — (0.1) — (0.2)
Net flows — 0.4 — 0.5
Market appreciation — 0.1 — 0.8
Other — (0.1) — 2.0
Ending balance $ — $ 9.1 $ — $ 9.1
Average AUM $ 9.0 $ — $ 8.6
Average AUM of consolidated Affiliates $ — $ 4.7 $ — $ 4.7
Total
Beginning balance $ 110.2 $ 120.2 $ 117.2 $ 116.0
Gross inflows 2.5 3.2 6.0 5.6
Gross outflows (6.3) (4.8) (12.9) (11.3)
Reinvested income and distributions 1.0 0.7 1.9 1.3
Net flows (2.8) (0.9) (5.0) (4.4)
Market appreciation (depreciation) (16.9) 7.7 (21.7) 15.4
Other — (0.1) — (0.1)
Ending balance continuing operations $ 90.5 $ 126.9 $ 90.5 $ 126.9
Discontinued operations (2)
$ — $ 24.6 — 24.6
Ending balance including discontinued operations $ 90.5 $ 151.5 $ 90.5 $ 151.5
Average AUM $ 100.8 $ 124.9 $ 105.5 $ 121.4
Average AUM of consolidated Affiliates $ 100.8 $ 120.6 $ 105.5 $ 117.5
Annualized basis points: inflows 51.2 48.2 50.7 48.6
Annualized basis points: outflows 37.8 39.0 35.5 36.1
Annualized revenue impact of net flows ($ in millions) $ (7.4) $ (0.9) $ (8.5) $ (8.8)
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(1) Average AUM equals average AUM of consolidated Affiliates.
(2) Our reportable segments reflect the sales of Landmark Partners (“Landmark”) and Thompson, Siegel & Walmsley LLC (“TSW”) and the reclassification of their AUM, asset flows and market appreciation (depreciation) to discontinued operations. The Other category consists of our previously disposed affiliates, Campbell Global and ICM, for the three and six months ended June 30, 2021.
We also analyze our asset flows by client type and client location. Our client types include:
i. Sub-advisory, which includes assets managed for underlying mutual fund and variable insurance products which are sponsored by insurance companies and mutual fund platforms, where the end client is typically retail;
ii. Institutional, which includes assets managed for public/government pension funds, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national pension funds; also includes corporate and union-sponsored pension plans; and
iii. Retail/other, which includes assets managed for mutual funds sponsored by our Affiliates, defined contribution plans and accounts managed for high net worth clients.
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The following table summarizes our asset flows by client type for each of the periods indicated:
($ in billions) Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Sub-advisory
Beginning balance $ 13.7 $ 12.2 $ 14.1 $ 11.5
Gross inflows 0.3 1.4 0.8 1.9
Gross outflows (0.5) (0.8) (0.9) (1.3)
Reinvested income and distributions 0.1 0.1 0.2 0.1
Net flows (0.1) 0.7 0.1 0.7
Market appreciation (depreciation) (1.8) 0.7 (2.4) 1.4
Ending balance $ 11.8 $ 13.6 $ 11.8 $ 13.6
Institutional
Beginning balance $ 91.3 $ 100.4 $ 97.8 $ 97.8
Gross inflows 1.8 1.7 4.4 3.0
Gross outflows (5.4) (3.6) (11.3) (9.2)
Reinvested income and distributions 0.8 0.5 1.6 1.1
Net flows (2.8) (1.4) (5.3) (5.1)
Market appreciation (depreciation) (14.2) 6.6 (18.2) 12.9
Other (1)
— (0.1) — (0.1)
Ending balance $ 74.3 $ 105.5 $ 74.3 $ 105.5
Retail/Other
Beginning balance $ 5.2 $ 7.6 $ 5.3 $ 6.7
Gross inflows 0.4 0.1 0.8 0.7
Gross outflows (0.4) (0.4) (0.7) (0.8)
Reinvested income and distributions 0.1 0.1 0.1 0.1
Net flows 0.1 (0.2) 0.2 —
Market appreciation (depreciation) (0.9) 0.4 (1.1) 1.1
Ending balance $ 4.4 $ 7.8 $ 4.4 $ 7.8
Total
Beginning balance $ 110.2 $ 120.2 $ 117.2 $ 116.0
Gross inflows 2.5 3.2 6.0 5.6
Gross outflows (6.3) (4.8) (12.9) (11.3)
Reinvested income and distributions 1.0 0.7 1.9 1.3
Net flows (2.8) (0.9) (5.0) (4.4)
Market appreciation (depreciation) (16.9) 7.7 (21.7) 15.4
Other (1)
— (0.1) — (0.1)
Ending balance continuing operations 90.5 126.9 90.5 126.9
Discontinued operations (2)
— 24.6 — 24.6
Ending balance including discontinued operations $ 90.5 $ 151.5 $ 90.5 $ 151.5
(1) Other movements related to billable assets adjustment.
(2) Reflects the disposition of Landmark and TSW. As a result of the transactions, Landmark and TSW are reported within discontinued operations.
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Our categorization by client location includes:
i. U.S.-based clients, where the contracting client is based in the United States, and
ii. Non-U.S.-based clients, where the contracting client is based outside the United States.
The following table summarizes asset flows by client location for each of the periods indicated:
($ in billions) Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
U.S.
Beginning balance $ 74.9 $ 81.5 $ 77.1 $ 77.4
Gross inflows 0.9 1.6 3.3 3.3
Gross outflows (3.8) (3.0) (6.1) (6.7)
Reinvested income and distributions 0.7 0.5 1.3 0.9
Net flows (2.2) (0.9) (1.5) (2.5)
Market appreciation (depreciation) (11.8) 5.3 (14.7) 11.0
Ending balance $ 60.9 $ 85.9 $ 60.9 $ 85.9
Non-U.S.
Beginning balance $ 35.3 $ 38.7 $ 40.1 $ 38.6
Gross inflows 1.6 1.6 2.7 2.3
Gross outflows (2.5) (1.8) (6.8) (4.6)
Reinvested income and distributions 0.3 0.2 0.6 0.4
Net flows (0.6) — (3.5) (1.9)
Market appreciation (depreciation) (5.1) 2.4 (7.0) 4.4
Other (1)
— (0.1) — (0.1)
Ending balance $ 29.6 $ 41.0 $ 29.6 $ 41.0
Total
Beginning balance $ 110.2 $ 120.2 $ 117.2 $ 116.0
Gross inflows 2.5 3.2 6.0 5.6
Gross outflows (6.3) (4.8) (12.9) (11.3)
Reinvested income and distributions 1.0 0.7 1.9 1.3
Net flows (2.8) (0.9) (5.0) (4.4)
Market appreciation (depreciation) (16.9) 7.7 (21.7) 15.4
Other (1)
— (0.1) — (0.1)
Ending balance continuing operations 90.5 126.9 90.5 126.9
Discontinued operations (2)
— 24.6 — 24.6
Adjusted ending balance including discontinued operations $ 90.5 $ 151.5 $ 90.5 $ 151.5
(1) Other movements related to billable assets adjustment.
(2) Reflects the disposition of Landmark and TSW. As a result of the transactions, Landmark and TSW are reported within discontinued operations.
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At June 30, 2022, our total assets under management were $90.5 billion, a decrease of $(19.7) billion, or (17.9)%, compared to $110.2 billion at March 31, 2022 and a decrease of $(36.4) billion, or (28.7)%, compared to $126.9 billion at June 30, 2021. The decrease in assets under management compared to June 30, 2021 is a result of market depreciation and net outflows in the last twelve months, along with the dispositions of previous Affiliates, ICM and Campbell Global, that occurred in the three months ended September 30, 2021. The change in assets under management during the three months ended June 30, 2022 reflects net market depreciation of $(16.9) billion, and net outflows of $(2.8) billion. The change in assets under management during the six months ended June 30, 2022 reflects net market deprecation of $(21.7) billion, and net flows of $(5.0) billion. Market appreciation or depreciation reported in current and prior periods includes changes in equity prices, as well as the impact from exchange rate fluctuations on our foreign-denominated AUM. Given a substantial portion of our AUM is denominated in foreign currencies, foreign exchange rate movements in the second quarter of 2022 had a more pronounced negative impact on AUM, as a result of the strengthening of the U.S. dollar relative to other currencies in the current quarter.
For the three months ended June 30, 2022, our net flows were $(2.8) billion compared to $(2.2) billion for the three months ended March 31, 2022 and $(0.9) billion for the three months ended June 30, 2021. The change in net flows during the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was primarily due to tactical re-allocations by a few large clients. Reinvested income and distributions of $1.0 billion, $0.9 billion, and $0.7 billion are reflected in the net flows for the three months ended June 30, 2022, March 31, 2022 and June 30, 2021, respectively. For the three months ended June 30, 2022, the annualized revenue impact of the net flows was $(7.4) million. This is compared to the annualized revenue impact of net flows of $(1.1) million for the three months ended March 31, 2022 and $(0.9) million for the three months ended June 30, 2021. Gross inflows of $2.5 billion during the three-month period yielded approximately 51 bps compared to $3.2 billion yielding approximately 48 bps in the year-ago period, and gross outflows in the same period of $(6.3) billion yielded approximately 38 bps compared to $(4.8) billion yielding approximately 39 bps in the year-ago period.
For the six months ended June 30, 2022, our net flows were $(5.0) billion compared to $(4.4) billion for the six months ended June 30, 2021. The change in net flows during the six months ended June 30, 2022 compared to the six months ended June 30, 2021 was primarily driven by higher outflows related to asset rebalancing. Reinvested income and distributions of $1.9 billion and $1.3 billion are reflected in the net flows for the six months ended June 30, 2022 and June 30, 2021, respectively. For the six months ended June 30, 2022, the annualized revenue impact of the net flows was $(8.5) million compared to $(8.8) million for the six months ended June 30, 2021. Gross inflows of $6.0 billion in the six months ended June 30, 2022 yielded approximately 51 bps compared to $5.6 billion yielding approximately 49 bps in the year-ago period. Gross outflows of $(12.9) billion yielded approximately 36 bps in the six months ended June 30, 2022 compared to $(11.3) billion yielding approximately 36 bps in the year-ago period.
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U.S. GAAP Results of Operations for the Three and Six Months Ended June 30, 2022 and 2021
Our U.S. GAAP results of operations were as follows for the three and six months ended June 30, 2022 and 2021:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions, unless otherwise noted) 2022 2021 Increase
(Decrease) 2022 2021 Increase
(Decrease)
U.S. GAAP Statement of Operations
Management fees $ 93.5 $ 111.6 $ (18.1) $ 195.7 $ 215.4 $ (19.7)
Performance fees 2.0 20.4 (18.4) 12.0 25.0 (13.0)
Other revenue — 1.3 (1.3) — 2.6 (2.6)
Total revenue 95.5 133.3 (37.8) 207.7 243.0 (35.3)
Compensation and benefits 27.0 73.4 (46.4) 73.8 126.0 (52.2)
General and administrative expense 16.5 18.0 (1.5) 33.4 37.1 (3.7)
Depreciation and amortization 5.3 5.8 (0.5) 10.6 11.3 (0.7)
Total operating expenses 48.8 97.2 (48.4) 117.8 174.4 (56.6)
Operating income 46.7 36.1 10.6 89.9 68.6 21.3
Investment income (loss) (0.7) 4.7 (5.4) (0.8) 7.3 (8.1)
Interest income 0.1 0.1 — 0.1 0.1 —
Interest expense (4.8) (6.3) 1.5 (11.3) (12.5) 1.2
Loss on extinguishment of debt — — — (3.2) — (3.2)
Loss on sale of subsidiary — — — — (1.3) 1.3
Income from continuing operations before taxes
41.3 34.6 6.7 74.7 62.2 12.5
Income tax expense 12.7 9.9 2.8 22.3 19.0 3.3
Income from continuing operations 28.6 24.7 3.9 52.4 43.2 9.2
Income from discontinued operations, net of tax — 53.4 (53.4) — 75.3 (75.3)
Gain (loss) on disposal of discontinued operations, net of tax
— 509.2 (509.2) — 509.2 (509.2)
Net income
28.6 587.3 (558.7) 52.4 627.7 (575.3)
Net income (loss) attributable to non-controlling interests in consolidated Funds — 54.6 (54.6) — 68.0 (68.0)
Net income attributable to controlling interests
$ 28.6 $ 532.7 $ (504.1) $ 52.4 $ 559.7 $ (507.3)
Basic earnings per share ($) $ 0.69 $ 6.71 $ (6.02) $ 1.23 $ 7.05 $ (5.82)
Diluted earnings per share ($) 0.67 6.42 (5.75) 1.19 6.77 (5.58)
Weighted average shares of common stock outstanding—basic
41.4 79.4 (38.0) 42.7 79.3 (36.6)
Weighted average shares of common stock outstanding—diluted
42.5 82.9 (40.4) 43.9 82.6 (38.7)
U.S. GAAP operating margin (1)
48.9 % 27.1 % 43.3 % 28.2 %
(1) The U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
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The following table reconciles our net income attributable to controlling interests to our pre-tax income from continuing operations attributable to controlling interests:
($ in millions) Three Months Ended
June 30, Six Months Ended
June 30,
U.S. GAAP Statement of Operations 2022 2021 2022 2021
Net income attributable to controlling interests $ 28.6 $ 532.7 $ 52.4 $ 559.7
Exclude: (Income) on discontinued operations attributable to controlling interests, net of tax — (508.0) — (516.5)
Net income from continuing operations attributable to controlling interests
28.6 24.7 52.4 43.2
Add: Income tax expense 12.7 9.9 22.3 19.0
Pre-tax income from continuing operations attributable to controlling interests
$ 41.3 $ 34.6 $ 74.7 $ 62.2
U.S. GAAP Revenues
Our U.S. GAAP revenues principally consist of:
i. management fees earned based on our overall weighted average fee rate charged to our clients and the level of assets under management;
ii. performance fees earned when our Affiliates’ investment performance over agreed time periods for certain clients has differed from pre-determined hurdles; and
iii. other revenue, consisting primarily of consulting services as well as reimbursement of certain Fund expenses our Affiliates paid on behalf of our Funds.
Management Fees
Our management fees are a function of the fee rates our Affiliates charge to their clients, which are typically expressed in basis points, and the levels of our assets under management.
Excluding assets managed by our equity-accounted Affiliate, average basis points earned on average assets under management were 37.2 bps and 37.1 bps for the three and six months ended June 30, 2022, respectively, and 37.2 and 37.0 bps bps for the three and six months ended June 30, 2021, respectively. The overall weighted average fee rate increase for the three and six months ended June 30, 2022 is the result of changes in the mix of assets under management caused by market movements and client flows.
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Management fees decreased $(18.1) million, or (16.2)%, from $111.6 million for the three months ended June 30, 2021 to $93.5 million for the three months ended June 30, 2022. The decrease was primarily due to a decrease in average assets under management, as well as the disposition of Campbell Global. Average assets under management excluding our equity-accounted Affiliate decreased (16)%, from $120.6 billion for the three months ended June 30, 2021 to $100.8 billion for the three months ended June 30, 2022, mainly due to the negative market and net outflows over the past twelve months, as well as the disposition of Campbell Global in the second half of 2021.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Management fees decreased $(19.7) million, or (9.1)%, from $215.4 million for the six months ended June 30, 2021 to $195.7 million for the six months ended June 30, 2022. The decrease was primarily attributable to the equity market decline and net outflows over the past twelve months, as well as the disposition of Campbell Global. Average assets under management excluding equity-accounted Affiliate decreased (10)%, from $117.5 billion for the six months ended June 30, 2021 to $105.5 billion for the six months ended June 30, 2022, mainly due to the equity market decline and net outflows over the past twelve months, as well as the disposition of Campbell Global in the second half of 2021.
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Performance Fees
Approximately $12.0 billion, or 13% of our AUM in consolidated Affiliates, were in accounts with performance fee features in which we participate. Performance fees are typically shared with our Affiliate key employees through various contractual compensation and profit-sharing arrangements.
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Performance fees decreased $(18.4) million, from $20.4 million for the three months ended June 30, 2021 to $2.0 million for the three months ended June 30, 2022, primarily due to the disposition of Campbell Global, which contributed $15.3 million to Q2 2021 performance fees. Performance fees can be variable and are contractually triggered based on investment performance results over agreed upon time periods.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Performance fees decreased $(13.0) million, from $25.0 million for the six months ended June 30, 2021 to $12.0 million for the six months ended June 30, 2022, primarily due to the disposition of Campbell Global, which contributed $15.3 million to the first half of 2021 performance fees. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
Other Revenue
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Other revenue decreased $(1.3) million, from $1.3 million for the three months ended June 30, 2021 to $0.0 million for the three months ended June 30, 2022. The decrease was attributable to the disposition of Campbell Global in August 2021.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Other revenue decreased $(2.6) million, from $2.6 million for the six months ended June 30, 2021 to $0.0 million for the six months ended June 30, 2022. The decrease was attributable to the disposition of Campbell Global in August 2021.
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U.S. GAAP Expenses
Our U.S. GAAP expenses principally consist of:
i. compensation paid to our investment professionals and other employees, including base salary, benefits, sales-based compensation, variable compensation, Affiliate distributions, and revaluation of key employee owned Affiliate equity and profit interests;
ii. general and administrative expenses; and
iii. depreciation and amortization charges.
Compensation and Benefits Expense
Our most significant category of expense is compensation and benefits awarded to our and our Affiliates’ employees. The following table presents the components of U.S. GAAP compensation expense for the three and six months ended June 30, 2022 and 2021:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Fixed compensation and benefits (1)
$ 20.5 $ 25.4 $ 42.4 $ 50.6
Sales-based compensation (2)
2.1 1.9 4.0 3.5
Variable compensation (3)
22.7 32.7 50.6 56.7
Affiliate key employee distributions (4)
0.5 3.2 2.4 4.5
Non-cash Affiliate key employee equity revaluations (5)
(18.8) 10.2 (25.6) 10.7
Total U.S. GAAP compensation and benefits expense
$ 27.0 $ 73.4 $ 73.8 $ 126.0
(1) Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided. For the three and six months ended June 30, 2022, $20.5 million and $42.4 million, respectively, of fixed compensation and benefits (of the $20.5 million and $42.4 million above) are included within economic net income. Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided. For the three and six months ended June 30, 2021, $24.2 million and $48.5 million, respectively, of fixed compensation and benefits (of the $25.4 million and $50.6 million above) are included within economic net income, which excludes Fund expenses initially paid by our Affiliates on the Fund’s behalf and subsequently reimbursed.
(2) Sales-based compensation is paid to our Affiliates’ sales and distribution teams and represents compensation earned by our sales professionals, paid over a multi-year period, related to revenue earned on new sales. Its variability is based upon the structure of sales-based compensation due on inflows of assets under management and market-based movement in both current and prior periods.
(3) Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses and compensation paid by our Affiliates on behalf of their Funds that are subsequently reimbursed. Variable compensation is awarded based on a contractual percentage of Affiliate ENI profits before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. In Affiliates with an agreed split of performance fees between Affiliate employees and BSUS, the Affiliates’ share of performance fees is allocated entirely to variable compensation. Center variable compensation includes cash and our equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period.
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Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Cash variable compensation $ 20.3 $ 31.3 $ 45.6 $ 54.3
Non-cash equity-based award amortization 2.4 1.4 5.0 2.4
Total variable compensation (a)
$ 22.7 $ 32.7 $ 50.6 $ 56.7
(a) For the three and six months ended June 30, 2022, $22.7 million and $50.6 million, respectively, of variable compensation expense (of the $22.7 million and $50.6 million above) are included within economic net income. For the three and six months ended June 30, 2021, $32.4 million and $55.9 million, respectively, of variable compensation expense (of the $32.7 million and $56.7 million above) are included within economic net income, which excludes $0.3 million and $0.8 million of variable compensation associated with restructuring at an Affiliate.
(4) Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold, the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages.
(5) Non-cash Affiliate key employee equity revaluations represent changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may in certain circumstances be repurchased by BSUS at a value based on a pre-determined fixed multiple of twelve-month earnings and as such a liability is carried on our balance sheet based on the expected cash to be paid. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is not required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
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Fluctuations in compensation and benefits expense for the periods presented are discussed below.
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Compensation and benefits expense decreased $(46.4) million, or (63.2)%, from $73.4 million for the three months ended June 30, 2021 to $27.0 million for the three months ended June 30, 2022. Fixed compensation and benefits decreased $(4.9) million, or (19.3)%, from $25.4 million for the three months ended June 30, 2021 to $20.5 million for the three months ended June 30, 2022, primarily reflecting disposition of Affiliates. Variable compensation decreased $(10.0) million, or (30.6)%, from $32.7 million for the three months ended June 30, 2021 to $22.7 million for the three months ended June 30, 2022. The decrease was primarily attributable to the disposition of Campbell Global. Sales-based compensation increased $0.2 million, or 10.5%, from $1.9 million for the three months ended June 30, 2021 to $2.1 million for the three months ended June 30, 2022, as a result of the structure of sales-based compensation programs, driven by the timing of asset inflows which trigger sales-based compensation in both current and prior periods. Affiliate key employee distributions decreased $(2.7) million, or (84.4)%, from $3.2 million for the three months ended June 30, 2021 to $0.5 million for the three months ended June 30, 2022 as a result of lower underlying operating earnings at the consolidated Affiliates. Revaluations of Affiliate equity decreased by $(29.0) million reflecting revaluations of key employee ownership interests at our consolidated Affiliates as the value of Affiliate equity increased $10.2 million for the three months ended June 30, 2021 and decreased $(18.8) million for the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Compensation and benefits expense decreased $(52.2) million, or (41.4)%, from $126.0 million for the six months ended June 30, 2021 to $73.8 million for the six months ended June 30, 2022. Fixed compensation and benefits decreased $(8.2) million, or (16.2)%, from $50.6 million for the six months ended June 30, 2021 to $42.4 million for the six months ended June 30, 2022, primarily reflecting Affiliate dispositions. Variable compensation decreased $(6.1) million, or (10.8)%, from $56.7 million for the six months ended June 30, 2021 to $50.6 million for the six months ended June 30, 2022. The decrease was primarily attributable to the disposition of Campbell Global. Sales-based compensation increased $0.5 million, or 14.3%, from $3.5 million for the six months ended June 30, 2021 to $4.0 million for the six months ended June 30, 2022, as a result of the structure of sales-based compensation programs, driven by the timing of asset inflows which trigger sales-based compensation in both current and prior periods. Affiliate key employee distributions decreased $(2.1) million, or (46.7)%, from $4.5 million for the six months ended June 30, 2021 to $2.4 million for the six months ended June 30, 2022, primarily as a result of lower underlying operating earnings at the consolidated Affiliates. Revaluations of Affiliate equity decreased by $(36.3) million reflecting the change in value of key employee ownership interests at our consolidated Affiliates, as the value of Affiliate equity increased $10.7 million for the six months ended June 30, 2021 and decreased $(25.6) million for the six months ended June 30, 2022.
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General and Administrative Expense
Three months ended June 30, 2022 compared to three months ended June 30, 2021: General and administrative expense decreased $(1.5) million, or (8.3)%, from $18.0 million for the three months ended June 30, 2021 to $16.5 million for the three months ended June 30, 2022. The decrease was primarily due to the disposition of Affiliates.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: General and administrative expense decreased $(3.7) million, or (10.0)%, from $37.1 million for the six months ended June 30, 2021 to $33.4 million for the six months ended June 30, 2022. The decrease was primarily due to the disposition of Affiliates.
Depreciation and Amortization Expense
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Depreciation and amortization expense decreased $(0.5) million, or (8.6)%, from $5.8 million for the three months ended June 30, 2021 to $5.3 million for the three months ended June 30, 2022. The decrease was primarily due to the disposition of Affiliates.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Depreciation and amortization expense decreased $(0.7) million, or (6.2)%, from $11.3 million for the six months ended June 30, 2021 to $10.6 million for the six months ended June 30, 2022. The decrease was primarily due to the disposition of Affiliates.
U.S. GAAP Other Non-Operating Items of Income and Expense
Other non-operating items of income and expense consist of:
i. investment income;
ii. interest expense;
iii. loss on extinguishment of debt; and
iv. loss on sale of subsidiary.
Investment Income
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Investment income decreased $(5.4) million, from $4.7 million for the three months ended June 30, 2021 to $(0.7) million for the three months ended June 30, 2022. The decrease was driven primarily by lower returns on seed capital investments due to the market decline in the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Investment income decreased $(8.1) million, from $7.3 million for the six months ended June 30, 2021 to $(0.8) million for the six months ended June 30, 2022. The decrease was driven primarily by lower returns on seed capital investments due to the market decline in the six months ended June 30, 2022.
Interest Income
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Interest income remained flat at $0.1 million for the three months ended June 30, 2021 compared to $0.1 million for the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Interest income remained flat at $0.1 million for the six months ended June 30, 2021 compared to $0.1 million for the three months ended June 30, 2022.
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Interest Expense
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Interest expense decreased $(1.5) million, or (23.8)%, from $6.3 million for the three months ended June 30, 2021 to $4.8 million for the three months ended June 30, 2022, primarily reflecting a lower balance of third party borrowings following the redemption of our our 5.125% Senior Notes due August 1, 2031 in January 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Interest expense decreased $(1.2) million, or (9.6)%, from $12.5 million for the six months ended June 30, 2021 to $11.3 million for the six months ended June 30, 2022, primarily reflecting the lower balance of third party borrowings in 2022, slightly offset by $1.3 million of additional interest expense related to the amortization of the cash flow hedge associated with the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Loss on Extinguishment of Debt
Three months ended June 30, 2022 compared to three months ended June 30, 2021: There was no loss on extinguishment of debt in the three months ended June 30, 2021 or the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: There was no loss on extinguishment of debt in the six months ended June 30, 2021. Loss on extinguishment of debt was $(3.2) million for the six months ended June 30, 2022 as a result of the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Loss on Sale of Subsidiary
Three months ended June 30, 2022 compared to three months ended June 30, 2021: There was no loss on sale of subsidiary in the three months ended June 30, 2021 or the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Loss on sale of subsidiary was $(1.3) million for the six months ended June 30, 2021, representing the loss on disposition of a business unit during the six months ended June 30, 2021. There was no loss on sale of subsidiary in the three months ended June 30, 2022.
U.S. GAAP Income Tax Expense (Benefit)
Our effective tax rate has been impacted by changes in liabilities for uncertain tax positions, tax effects of stock-based compensation, limitations on executive compensation, the mix of income earned in the United States versus lower-taxed foreign jurisdictions. Our effective tax rate could be impacted in the future by these items as well as further changes in tax laws and regulations in jurisdictions in which we operate.
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Income tax expense increased $2.8 million, from $9.9 million for the three months ended June 30, 2021 to $12.7 million for the three months ended June 30, 2022. The increase in income tax expense primarily relates to an increase in income from continuing operations in the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021 : Income tax expense increased $3.3 million, from $19.0 million for the six months ended June 30, 2021 to $22.3 million for the six months ended June 30, 2022. The increase in income tax expense primarily relates to an increase in income from continuing operations during the six months ended June 30, 2022.
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U.S. GAAP Consolidated Funds
As discussed further in Note 3 of our accompanying Consolidated Financial Statements, we sold our equity interests in Landmark on June 2, 2021, which resulted in the de-consolidation of all Landmark Funds as of June 2, 2021, the consummation of the sale. There were no consolidated Funds for the three and six months ended June 30, 2022. As previously noted, consolidated Landmark Funds are included in discontinued operations for the three and six months ended June 30, 2021.
Discontinued Operations
As discussed further in Note 3 of our accompanying Consolidated Financial Statements, we completed the sale of all our equity interests in TSW on July 19, 2021, and we completed the sale of all our equity interests in Landmark on June 2, 2021. As a result, Landmark and TSW are reported within discontinued operations for the three and six months ended June 30, 2021.
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Income from discontinued operations was $53.4 million for the three months ended June 30, 2021, representing the income from TSW and Landmark including consolidated Landmark Funds. There was no income from discontinued operations for the three months ended June 30, 2022. The gain on sale of discontinued operations was $509.2 million for the three months ended June 30, 2021, representing the gain on sale of Landmark. There was no gain on disposal of discontinued operations for the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Income from discontinued operations was $75.3 million for the six months ended June 30, 2021, representing the net income from TSW and Landmark, including consolidated Landmark Funds. There was no income from discontinued operations for the six months ended June 30, 2022. The gain on sale of discontinued operations was $509.2 million for the six months ended June 30, 2021, representing the gain on sale of Landmark. There was no gain on disposal of discontinued operations for the six months ended June 30, 2022.
Key U.S. GAAP Operating Metrics
The following table shows our key U.S. GAAP operating metrics for the three and six months ended June 30, 2022 and 2021.
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Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Numerator: Operating income $ 46.7 $ 36.1 $ 89.9 $ 68.6
Denominator: Total revenue $ 95.5 $ 133.3 $ 207.7 $ 243.0
U.S. GAAP operating margin 48.9 % 27.1 % 43.3 % 28.2 %
Numerator: Total operating expenses $ 48.8 $ 97.2 $ 117.8 $ 174.4
Denominator: Management fee revenue $ 93.5 $ 111.6 $ 195.7 $ 215.4
U.S. GAAP operating expense / management fee revenue 52.2 % 87.1 % 60.2 % 81.0 %
Numerator: Variable compensation $ 22.7 $ 32.7 $ 50.6 $ 56.7
Denominator: Operating income before variable compensation and Affiliate key employee distributions (1)
$ 69.9 $ 72.0 $ 142.9 $ 129.8
U.S. GAAP variable compensation ratio 32.5 % 45.4 % 35.4 % 43.7 %
Numerator: Affiliate key employee distributions $ 0.5 $ 3.2 $ 2.4 $ 4.5
Denominator: Operating income before Affiliate key employee distributions (1)
$ 47.2 $ 39.3 $ 92.3 $ 73.1
U.S. GAAP Affiliate key employee distributions ratio 1.1 % 8.1 % 2.6 % 6.2 %
(1) The following table identifies the components of operating income before variable compensation and Affiliate key employee distributions, as well as operating income before Affiliate key employee distributions:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Operating income
$ 46.7 $ 36.1 $ 89.9 $ 68.6
Affiliate key employee distributions
0.5 3.2 2.4 4.5
Operating income before Affiliate key employee distributions
47.2 39.3 92.3 73.1
Variable compensation 22.7 32.7 50.6 56.7
Operating income before variable compensation and Affiliate key employee distributions
$ 69.9 $ 72.0 $ 142.9 $ 129.8
Effects of Inflation
Our financial results may be impacted by changes in the total level of our assets under management. The value of the assets that we manage may be negatively impacted when inflationary expectations result in a rising interest rate environment. Declines in the values of these AUM could lead to reduced revenues as management fees are generally calculated based upon the size of AUM.
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Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis
As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our management’s view of the underlying economic earnings generated by us. We define economic net income as ENI revenue less (i) ENI operating expenses, (ii) variable compensation, (iii) key employee distributions, (iv) net interest and (v) taxes, each as further discussed in this section. ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI is an important measure to investors because it is used by us to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. It is also an important measure because it assists management in evaluating our operating performance and is presented in a way that most closely reflects the key elements of our profit share operating model with our Affiliates. For a further discussion of how we use ENI and why ENI is useful to investors, see “—Overview—How We Measure Performance.”
To calculate economic net income, we re-categorize certain line items on our Condensed Consolidated Statements of Operations to reflect the following:
• We exclude the effect of Funds consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our stockholders.
• We include within management fee revenue any fees paid to Affiliates by consolidated Funds, which are viewed as investment income under U.S. GAAP.
• We include our share of earnings from our equity-accounted Affiliate within other income in ENI revenue, rather than investment income.
• We treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits.
• We identify separately from operating expenses variable compensation and Affiliate key employee distributions, which represent Affiliate earnings shared with Affiliate key employees.
• We net the separate revenues and expenses under U.S. GAAP for certain Fund expenses initially paid by our Affiliates on the Funds’ behalf and subsequently reimbursed, to better reflect the economics of our business.
We also make the following adjustments to U.S. GAAP results to more closely reflect our economic results:
i. We exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may in certain circumstances be repurchased by BSUS at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on our balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is never required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
ii. We exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business.
iii. We exclude capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets.
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iv. We exclude seed capital and co-investment gains, losses, and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of our earnings from managing client assets, which therefore differs from earnings generated by our investments in Affiliate products, which can be variable from period to period.
v. We include cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP.
vi. We exclude the results of discontinued operations attributable to controlling interests since they are not part of our ongoing business and restructuring costs incurred in continuing operations.
vii. We exclude deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization.
We also adjust our income tax expense to reflect any tax impact of our ENI adjustments.
Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Three and Six Months Ended June 30, 2022 and 2021
The following table reconciles net income attributable to controlling interests to economic net income for the three and six months ended June 30, 2022 and 2021:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
U.S. GAAP net income attributable to controlling interests $ 28.6 $ 532.7 $ 52.4 $ 559.7
Adjustments to reflect the economic earnings of the Company:
i. Non-cash key employee-owned equity and profit interest revaluations (18.8) 10.3 (25.6) 10.7
ii. Amortization of acquired intangible assets — — — —
iii. Capital transaction costs
— 0.2 5.0 0.7
iv. Seed/Co-investment (gains) losses and financings (1)
0.8 0.2 1.0 (3.7)
v. Tax benefit of goodwill and acquired intangibles deductions 0.4 0.2 0.7 0.5
vi. Discontinued operations attributable to controlling interests and restructuring (2)
0.3 (508.7) 0.7 (511.0)
vii. ENI tax normalization
1.1 1.6 1.3 2.1
Tax effect of above adjustments, as applicable (3)
4.9 (3.6) 5.2 (3.6)
Economic net income
$ 17.3 $ 32.9 $ 40.7 $ 55.4
(1) The net return on seed/co-investment (gains) losses and financings for the three and six months ended June 30, 2022 and 2021 is shown in the following table:
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Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Seed/Co-investment (gains) losses $ 0.7 $ (0.3) $ 0.8 $ (4.9)
Financing costs:
Seed/Co-investment average balance 4.2 25.8 4.3 42.1
Blended interest rate* 6.5 % 3.9 % 6.4 % 5.7 %
Financing costs 0.1 0.5 0.2 1.2
Net seed/co-investment (gains) losses and financing $ 0.8 $ 0.2 $ 1.0 $ (3.7)
* The blended rate is based first on the interest rate paid on our non-recourse seed capital facility up to the average amount drawn, and thereafter on the weighted average rate of the long-term debt.
(2) The three months ended June 30, 2022 includes restructuring costs associated with the transfer of an insurance policy from our former parent of $0.3 million. The three months ended June 30, 2021 includes income from discontinued operations attributable to controlling interests of $511.1 million, restructuring costs at the Center and Affiliate of $2.0 million, and costs associated with the transfer of an insurance policy from our former parent of of $0.3 million. The six months ended June 30, 2022 includes restructuring costs at the Affiliate of $0.1 million, and costs associated with the transfer of an insurance policy from our former parent of $0.6 million. The six months ended June 30, 2021 includes income from discontinued operations attributable to controlling interests of $516.5 million, restructuring costs at the Center of $3.5 million, costs associated with the transfer of an insurance policy from our former parent of $0.6 million, and the loss on sale of subsidiary of $1.3 million.
(3) Reflects the sum of lines (i), (ii), (iii), (iv) and the restructuring component of line (vi) multiplied by the 27.3% U.S. statutory tax rate (including state tax).
Limitations of Economic Net Income
Economic net income is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. Economic net income is not audited and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of economic net income may differ from similarly titled measures provided by other companies.
Because the calculation of economic net income excludes certain ongoing expenses, including amortization expense and certain compensation costs, it has certain material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings.
ENI Revenues
The following table reconciles U.S. GAAP revenue to ENI revenue for the three and six months ended June 30, 2022 and 2021:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
U.S. GAAP revenue $ 95.5 $ 133.3 $ 207.7 $ 243.0
Include investment return on equity-accounted Affiliate
— 1.3 — 2.4
Exclude Fund expenses reimbursed by customers
— (1.2) — (2.2)
ENI revenue $ 95.5 $ 133.4 $ 207.7 $ 243.2
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The following table identifies the components of ENI revenue:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Management fees (1)
$ 93.5 $ 111.6 $ 195.7 $ 215.4
Performance fees (2)
2.0 20.4 12.0 25.0
Other income, including equity-accounted Affiliate (3)
— 1.4 — 2.8
ENI revenue $ 95.5 $ 133.4 $ 207.7 $ 243.2
(1) ENI management fees correspond to U.S. GAAP management fees.
(2) ENI performance fees correspond to U.S. GAAP performance fees.
(3) ENI other income is comprised primarily of other revenue under U.S. GAAP, plus our earnings from our previously disposed equity-accounted Affiliate of $1.3 million and $2.4 million for the three and six months ended June 30, 2021, respectively. As further described in “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis,” ENI other income also excludes certain Fund expenses initially paid by our Affiliates on the Funds’ behalf and subsequently reimbursed.
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
U.S. GAAP other revenue $ — $ 1.3 $ — $ 2.6
Earnings from equity-accounted Affiliate — 1.3 — 2.4
Exclude Fund expenses reimbursed by customers
— (1.2) — (2.2)
ENI other income $ — $ 1.4 $ — $ 2.8
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ENI Operating Expenses
The largest difference between U.S. GAAP operating expense and ENI operating expense relates to compensation. As shown in the following reconciliation, we exclude the impact of key employee equity revaluations. Variable compensation and Affiliate key employee distributions are also segregated out of U.S. GAAP operating expense in order to align with the manner in which these items are contractually calculated at the Affiliate level.
The following table reconciles U.S. GAAP operating expense to ENI operating expense for the three and six months ended June 30, 2022 and 2021.
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
U.S. GAAP operating expense $ 48.8 $ 97.2 $ 117.8 $ 174.4
Less: items excluded from economic net income
Non-cash key employee equity and profit interest revaluations
18.8 (10.3) 25.6 (10.7)
Capital transaction costs — — — (0.4)
Restructuring costs (1)
(0.3) (2.3) (0.7) (4.1)
Fund expenses reimbursed by customers — (1.2) — (2.2)
Less: items segregated out of U.S. GAAP operating expense
Variable compensation (22.7) (32.4) (50.6) (55.9)
Affiliate key employee distributions (0.5) (3.2) (2.4) (4.5)
ENI operating expense $ 44.1 $ 47.8 $ 89.7 $ 96.6
(1) The three months ended June 30, 2022 includes $0.3 million costs associated with the transfer of an insurance policy from our former parent. The three months ended June 30, 2021 includes $2.0 million of restructuring costs at the Center and Affiliate and $0.3 million costs associated with the transfer of an insurance policy from our former parent. The six months ended June 30, 2022 includes $0.1 million of restructuring costs at the Affiliate, and $0.6 million of costs associated with the transfer of an insurance policy from our former parent. The six months ended June 30, 2021 includes $3.5 million of restructuring costs at the Center and Affiliates and $0.6 million costs associated with the transfer of an insurance policy from our former parent.
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The following table identifies the components of ENI operating expense:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Fixed compensation & benefits (1)
$ 20.5 $ 24.2 $ 42.4 $ 48.5
General and administrative expenses (2)
18.3 17.8 36.7 36.8
Depreciation and amortization 5.3 5.8 10.6 11.3
ENI operating expense $ 44.1 $ 47.8 $ 89.7 $ 96.6
(1) Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation and benefits expense for the three and six months ended June 30, 2022 and 2021 to ENI fixed compensation and benefits expense:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Total U.S. GAAP compensation and benefits expense $ 27.0 $ 73.4 $ 73.8 $ 126.0
Non-cash key employee equity and profit interest revaluations excluded from ENI
18.8 (10.3) 25.6 (10.7)
Sales-based compensation reclassified to ENI general & administrative expenses
(2.1) (1.9) (4.0) (3.5)
Affiliate key employee distributions
(0.5) (3.2) (2.4) (4.5)
Restructuring expenses — (0.2) — (0.7)
Variable compensation
(22.7) (32.4) (50.6) (55.9)
Fund expenses reimbursed by customers
— (1.2) — (2.2)
ENI fixed compensation and benefits $ 20.5 $ 24.2 $ 42.4 $ 48.5
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(2) The following table reconciles U.S. GAAP general and administrative expense to ENI general and administrative expense:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
U.S. GAAP general and administrative expense
$ 16.5 $ 18.0 $ 33.4 $ 37.1
Sales-based compensation 2.1 1.9 4.0 3.5
Capital transaction costs — — — (0.4)
Restructuring costs (0.3) (2.1) (0.7) (3.4)
ENI general and administrative expense $ 18.3 $ 17.8 $ 36.7 $ 36.8
Key Non-GAAP Operating Metrics
The following table shows our key non-GAAP operating metrics for the three and six months ended June 30, 2022 and 2021. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Numerator: ENI operating earnings (1)
$ 28.7 $ 53.2 $ 67.4 $ 90.7
Denominator: ENI revenue
$ 95.5 $ 133.4 $ 207.7 $ 243.2
ENI operating margin (2)
30.1 % 39.9 % 32.5 % 37.3 %
Numerator: ENI operating expense
$ 44.1 $ 47.8 $ 89.7 $ 96.6
Denominator: ENI management fee revenue (3)
$ 93.5 $ 111.6 $ 195.7 $ 215.4
ENI operating expense ratio (4)
47.2 % 42.8 % 45.8 % 44.8 %
Numerator: ENI variable compensation
$ 22.7 $ 32.4 $ 50.6 $ 55.9
Denominator: ENI earnings before variable compensation (1)(5)
$ 51.4 $ 85.6 $ 118.0 $ 146.6
ENI variable compensation ratio (6)
44.2 % 37.9 % 42.9 % 38.1 %
Numerator: Affiliate key employee distributions
$ 0.5 $ 3.2 $ 2.4 $ 4.5
Denominator: ENI operating earnings (1)
$ 28.7 $ 53.2 $ 67.4 $ 90.7
ENI Affiliate key employee distributions ratio (7)
1.7 % 6.0 % 3.6 % 5.0 %
(1) ENI operating earnings represents ENI earnings before Affiliate key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. It differs from economic net income because it does not include the effects of Affiliate key employee distributions, net interest expense or income tax expense.
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The following table reconciles U.S. GAAP operating income to ENI operating earnings:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
U.S. GAAP operating income $ 46.7 $ 36.1 $ 89.9 $ 68.6
Include earnings from equity-accounted Affiliate — 1.3 — 2.4
Exclude the impact of:
Affiliate key employee-owned equity and profit interest revaluations (18.8) 10.3 (25.6) 10.7
Capital transaction costs — — — 0.4
Restructuring costs (a)
0.3 2.3 0.7 4.1
Affiliate key employee distributions 0.5 3.2 2.4 4.5
Variable compensation 22.7 32.4 50.6 55.9
ENI earnings before variable compensation 51.4 85.6 118.0 146.6
Less: ENI variable compensation (22.7) (32.4) (50.6) (55.9)
ENI operating earnings 28.7 53.2 67.4 90.7
Less: ENI Affiliate key employee distributions (0.5) (3.2) (2.4) (4.5)
ENI earnings after Affiliate key employee distributions $ 28.2 $ 50.0 $ 65.0 $ 86.2
(a) The three months ended June 30, 2022 includes $0.3 million costs associated with the transfer of an insurance policy from our former parent. The three months ended June 30, 2021 includes $2.0 million of restructuring costs at the Center and Affiliates and $0.3 million of costs associated with the transfer of an insurance policy from our former parent. The six months ended June 30, 2022 includes $0.1 million of restructuring costs at the Affiliate and $0.6 million of costs associated with the transfer of an insurance policy from our former parent. The six months ended June 30, 2021 includes $3.5 million of restructuring costs at the Center and $0.6 million of costs associated with the transfer of an insurance policy from our former parent.
(2) The ENI operating margin, which is calculated before Affiliate key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business without regard to our various ownership levels at each of the Affiliates. The ENI operating margin is most comparable to our U.S. GAAP operating margin. Our U.S. GAAP operating margin, excluding the effect of consolidated Funds, is 48.9% for the three months ended June 30, 2022 and 27.1% for the three months ended June 30, 2021, 43.3% for the six months ended June 30, 2022, and 28.2% for the six months ended June 30, 2021.
The ENI operating margin is important because it gives investors an understanding of the profitability of the total business relative to revenue, irrespective of the ownership position which we have in each of our Affiliates. Management and investors use this ratio when comparing our profitability relative to our peer group and evaluating our ability to manage the cost structure and profitability of our business under different operating environments.
(3) ENI management fee revenue corresponds to U.S. GAAP management fee revenue.
(4) The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation and benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies because in our profit-sharing economic model, scale benefits both the Affiliate employees
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and our stockholders. The ENI operating expense ratio is most comparable to the U.S. GAAP operating expense / management fee revenue ratio.
(5) ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.
(6) The ENI variable compensation ratio is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. Center variable compensation includes cash and our equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio at each Affiliate is calculated as variable compensation divided by ENI earnings before variable compensation. The ENI variable compensation ratio is most comparable to the U.S. GAAP variable compensation ratio.
(7) The ENI Affiliate key employee distribution ratio is used by management and is useful to investors to evaluate Affiliate key employee distributions as measured against our ENI operating earnings. Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates, with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. The ENI Affiliate key employee distributions ratio is most comparable to the U.S. GAAP Affiliate key employee distributions ratio.
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Tax on Economic Net Income
The following table reconciles the United States statutory tax to tax on economic net income:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Pre-tax economic net income (1)
$ 23.6 $ 44.6 $ 55.8 $ 75.4
Taxes at the U.S. federal and state statutory rates (2)
(6.4) (12.2) (15.2) (20.6)
Other reconciling tax adjustments 0.1 0.5 0.1 0.6
Tax on economic net income (6.3) (11.7) (15.1) (20.0)
Economic net income $ 17.3 $ 32.9 $ 40.7 $ 55.4
Economic net income effective tax rate (3)
26.7 % 26.2 % 27.1 % 26.5 %
(1) Includes interest income and third-party ENI interest expense, as shown in the following table:
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
U.S. GAAP interest income $ 0.1 $ 0.1 $ 0.1 $ 0.1
U.S. GAAP interest expense (4.8) (6.3) (11.3) (12.5)
U.S. GAAP net interest expense (4.7) (6.2) (11.2) (12.4)
Other ENI interest expense exclusions (a)
0.1 0.8 2.0 1.6
ENI net interest expense (4.6) (5.4) (9.2) (10.8)
ENI earnings after Affiliate key employee distributions (b)
28.2 50.0 65.0 86.2
Pre-tax economic net income $ 23.6 $ 44.6 $ 55.8 $ 75.4
(a) Other ENI interest expense exclusions represent cost of financing on seed capital and co-investments and amortization of debt issuance costs.
(b) ENI earnings after Affiliate key employee distributions is calculated as ENI operating income (ENI revenue, less ENI operating expense, less ENI variable compensation), less Affiliate key employee distributions. Refer to “—Key Non-GAAP Operating Metrics” for a reconciliation from U.S. GAAP operating income (loss) to ENI earnings after Affiliate key employee distributions.
(2) Taxed at U.S. Federal and State statutory rate of 27.3%.
(3) The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income.
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Segment Analysis
We operate our business through the following reportable segment:
• Quant & Solutions —comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, ESG, multi-asset, equity alternatives, and long/short strategies. This segment is comprised of our interest in Acadian.
The corporate head office is included within the Other category, along with our previously disposed Affiliates, Campbell Global and ICM, for the three and six months ended June 30, 2021. The corporate head office expenses are not allocated to the Company’s business segment but the CODM does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
The primary measure used by the CODM in measuring performance and allocating resources to the segments is ENI. We define economic net income for the segments as ENI revenue less (i) ENI operating expenses, (ii) variable compensation and (iii) key employee distributions. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to Affiliates by consolidated Funds and our share of earnings from our equity-accounted Affiliate. ENI revenue is also adjusted to exclude the separate revenues recorded under U.S. GAAP for certain Fund expenses reimbursed to our Affiliates.
ENI operating expenses include compensation and benefits, general and administrative expense, and depreciation and amortization under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees, impairment of goodwill, and the separate expenses recorded under U.S. GAAP for certain Fund expenses reimbursed to our Affiliates. Additionally, variable compensation and Affiliate key employee distributions are segregated from ENI operating expenses.
ENI segment results are also adjusted to exclude the portion of consolidated Funds’ revenues, expenses and investment return recorded under U.S. GAAP.
Refer to the reconciliations of U.S. GAAP revenue to ENI revenue, U.S. GAAP Operating expense to ENI Operating expense, variable compensation and Affiliate key employee distributions disclosed previously within this section.
Segment ENI Revenue
The following table identifies the components of segment ENI revenue for the three months ended June 30, 2022 and 2021:
Three Months Ended June 30,
($ in millions) 2022 2021
Quant & Solutions Other Total Quant & Solutions Other Total
Management fees $ 93.5 $ — $ 93.5 $ 106.0 $ 5.6 $ 111.6
Performance fees
2.0 — 2.0 5.1 15.3 20.4
Other income, including equity-accounted affiliate — — — — 1.4 1.4
ENI revenue $ 95.5 $ — $ 95.5 $ 111.1 $ 22.3 $ 133.4
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The following table identifies the components of segment ENI revenue for the six months ended June 30, 2022 and 2021:
Six Months Ended June 30,
($ in millions) 2022 2021
Quant & Solutions Total Quant & Solutions Other Total
Management fees $ 195.7 $ 195.7 $ 204.9 $ 10.5 $ 215.4
Performance fees
12.0 12.0 9.7 15.3 25.0
Other income, including equity-accounted affiliate — — — 2.8 2.8
ENI revenue $ 207.7 $ 207.7 $ 214.6 $ 28.6 $ 243.2
Quant & Solutions Segment ENI Revenue
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Quant & Solutions ENI revenue decreased $(15.6) million, or (14.0)%, from $111.1 million for the three months ended June 30, 2021 to $95.5 million for the three months ended June 30, 2022. The decrease was mainly attributable to (11.8)% lower management fees driven by lower average AUM resulting from equity market decline and net outflows over the past twelve months.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Quant & Solutions ENI revenue decreased $(6.9) million, or (3.2)%, from $214.6 million for the six months ended June 30, 2021 to $207.7 million for the six months ended June 30, 2022. The decrease was attributable to (4.5)% lower management fees, driven by lower average AUM, partly offset by an increase in performance fees in the current period as a result of higher out-performance in certain non-U.S. strategies.
Other ENI Revenue
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Other ENI revenue was $22.3 million for the three months ended June 30, 2021 representing the revenue from our previously disposed Affiliates, Campbell Global and ICM. The sales of Campbell Global and ICM were completed in 2021. There was no Other ENI revenue for the for the three months ended June 30, 2022.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Other ENI revenue was $28.6 million for the six months ended June 30, 2021 representing the revenue from our previously disposed Affiliates, Campbell Global and ICM. The sales of Campbell Global and ICM were completed in 2021. There was no Other ENI revenue for the six months ended June 30, 2022.
Segment ENI Expense
The following table identifies the components of segment ENI expense for the three months ended June 30, 2022 and 2021:
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Three Months Ended June 30,
($ in millions) 2022 2021
Quant & Solutions Other Total Quant & Solutions Other Total
Fixed compensation & benefits
$ 18.6 $ 1.9 $ 20.5 $ 19.1 $ 5.1 $ 24.2
General and administrative expense 15.9 2.4 18.3 13.8 4.0 17.8
Depreciation and amortization
5.2 0.1 5.3 5.4 0.4 5.8
Total ENI Operating Expenses
$ 39.7 $ 4.4 $ 44.1 $ 38.3 $ 9.5 $ 47.8
Variable compensation
21.7 1.0 22.7 22.0 10.4 32.4
Affiliate key employee distributions
0.5 — 0.5 3.1 0.1 3.2
Total Expenses $ 61.9 $ 5.4 $ 67.3 $ 63.4 $ 20.0 $ 83.4
The following table identifies the components of segment ENI expense for the six months ended June 30, 2022 and 2021:
Six Months Ended June 30,
($ in millions) 2022 2021
Quant & Solutions Other Total Quant & Solutions Other Total
Fixed compensation & benefits
$ 38.4 $ 4.0 $ 42.4 $ 37.7 $ 10.8 $ 48.5
General and administrative expense 32.0 4.7 36.7 29.1 7.7 36.8
Depreciation and amortization
10.4 0.2 10.6 10.6 0.7 11.3
Total ENI operating expenses $ 80.8 $ 8.9 $ 89.7 $ 77.4 $ 19.2 $ 96.6
Variable compensation
48.0 2.6 50.6 44.6 11.3 55.9
Affiliate key employee distributions
2.4 — 2.4 4.6 (0.1) 4.5
Total expenses $ 131.2 $ 11.5 $ 142.7 $ 126.6 $ 30.4 $ 157.0
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Quant & Solutions Segment ENI Expense
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Quant & Solutions ENI operating expense increased $1.4 million, or 3.7%, from $38.3 million for the three months ended June 30, 2021 to $39.7 million for the three months ended June 30, 2022. The increase was driven by 15.2% higher ENI general and administrative expense resulting from higher travel and entertainment, portfolio administrative and system costs. This increase was partly offset by (2.6)% lower ENI fixed compensation and benefits expense resulting from lower payroll tax. Quant & Solutions ENI variable compensation expense, which is based on contractual arrangements, decreased (1.4)%, as a result of lower profit before variable compensation. Affiliate key employee distributions attributable to Quant & Solutions decreased (83.9)%, impacted by lower ENI earnings after variable compensation and the leveraged nature of the distribution share.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Quant & Solutions ENI operating expense increased $3.4 million, or 4.4%, from $77.4 million for the six months ended June 30, 2021 to $80.8 million for the six months ended June 30, 2022. The increase was driven by 1.9% higher ENI fixed compensation and benefits expense resulting from higher headcount and 10.0% higher ENI general and administrative expense primarily due to higher travel and entertainment, portfolio administrative and systems costs. Quant & Solutions ENI variable compensation expense, which is based on contractual arrangements, increased 7.6%, as a result of higher earnings before variable compensation and the contractual share of variable compensation earned on performance fees. Affiliate key employee distributions attributable to Quant & Solutions decreased (47.8)%, impacted by lower ENI earnings after variable compensation, and the leveraged nature of the distribution share.
Other ENI Expense
Three months ended June 30, 2022 compared to three months ended June 30, 2021: Other ENI operating expense decreased $(5.1) million, or (53.7)%, from $9.5 million for the three months ended June 30, 2021 to $4.4 million for the three months ended June 30, 2022. The decrease was driven by (62.7)% lower fixed compensation and benefit expense, and (40.0)% lower general and administrative expense resulting from disposition of Affiliates in 2021. Other ENI variable compensation expense decreased (90.4)% due to the disposition of Campbell Global.
Six months ended June 30, 2022 compared to six months ended June 30, 2021: Other ENI operating expense decreased $(10.3) million, or (53.6)%, from $19.2 million for the six months ended June 30, 2021 to $8.9 million for the six months ended June 30, 2022. The decrease was driven by (63.0)% lower fixed compensation and benefit expense and (39.0)% lower general and administrative expense resulting from disposition of Affiliates in 2021. Other ENI variable compensation expense decreased (77.0)% due to the disposition of Campbell Global.
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Capital Resources and Liquidity
Cash Flows
The following table summarizes certain key financial data relating to cash flows. All amounts presented exclude consolidated Funds:
Six Months Ended June 30,
($ in millions) 2022 2021
Cash provided by (used in) (1)
Operating activities $ 29.9 $ 47.0
Investing activities (6.4) 712.2
Financing activities (183.4) 50.5
(1) Cash flow data shown only includes cash flows from continuing operations.
Comparison for the six months ended June 30, 2022 and 2021
Net cash from operating activities from continuing operations decreased $(17.1) million, from net cash provided of $47.0 million for the six months ended June 30, 2021 to net cash provided of $29.9 million for the six months ended June 30, 2022, driven by the disposition of Affiliates in 2021, as well as changes in net income offset by changes in operating assets and liabilities period over period. In the six months ended June 30, 2022, net cash from investing activities of continuing operations decreased $(718.6) million, from $712.2 million provided in the six months ended June 30, 2021 to $6.4 million used in the six months ended June 30, 2022, driven by proceeds from the sale of Landmark in the six months ended June 30, 2021. Net cash from financing activities from continuing operations decreased $233.9 million, from $50.5 million provided in the six months ended June 30, 2021 to $183.4 million used in the six months ended June 30, 2022, primarily due to the repayment of third party borrowings and the revolving credit facility, as well as higher share repurchases in the six months ended June 30, 2022.
Supplemental Liquidity Measure — Adjusted EBITDA
As supplemental information, we provide information regarding Adjusted EBITDA, which we define as economic net income before net interest, income taxes, depreciation, and amortization. Adjusted EBITDA is a non-GAAP liquidity measure that we provide in addition to, but not as a substitute for, cash flows from operating activities. It should be noted that our calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. We believe Adjusted EBITDA is a useful liquidity metric because it indicates our ability to make further investments in our business, service debt and meet working capital requirements.
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The following table reconciles our U.S. GAAP net income attributable to controlling interests to EBITDA to Adjusted EBITDA to economic net income for the three and six months ended June 30, 2022 and 2021.
Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2022 2021 2022 2021
Net income attributable to controlling interests $ 28.6 $ 532.7 $ 52.4 $ 559.7
Net interest expense to third parties 4.7 6.2 11.2 12.4
Income tax expense (including tax expenses related to discontinued operations)
12.7 187.7 22.3 199.4
Depreciation and amortization (including intangible assets and discontinued operations) and goodwill impairment 5.2 7.0 10.6 14.5
EBITDA $ 51.2 $ 733.6 $ 96.5 $ 786.0
Non-cash compensation costs, including revaluation of Affiliate key employee-owned equity and profit interests
(18.3) 10.8 (24.2) 11.6
EBITDA of discontinued operations attributable to controlling interests — (690.0) — (700.0)
(Gain) loss on seed and co-investments 0.7 (0.3) 0.8 (4.9)
Restructuring expenses (1)
0.4 2.2 0.7 5.3
Capital transaction costs — — 3.2 0.4
Adjusted EBITDA
$ 34.0 $ 56.3 $ 77.0 $ 98.4
ENI net interest expense to third parties (4.6) (5.4) (9.2) (10.8)
Depreciation and amortization (2)
(5.8) (6.3) (12.0) (12.2)
Tax on economic net income (6.3) (11.7) (15.1) (20.0)
Economic net income
$ 17.3 $ 32.9 $ 40.7 $ 55.4
(1) The three months ended June 30, 2022 includes $0.3 million of costs associated with the transfer of an insurance policy from our former parent. The six months ended June 30, 2022 includes $0.1 million of restructuring costs at the Affiliate, $0.6 million of costs associated with the transfer of an insurance policy from our former parent. The three months ended June 30, 2021 includes $2.0 million of restructuring costs and costs associated with the transfer of an insurance policy from our former parent of $0.3 million. The six months ended June 30, 2021 includes $3.5 million of restructuring costs and costs associated with the transfer of an insurance policy from our former parent of $0.6 million, and the loss on sale of subsidiary of $1.3 million.
(2) Includes non-cash equity-based award amortization expense.
Limitations of Adjusted EBITDA
As a non-GAAP, unaudited liquidity measure and derivation of EBITDA, Adjusted EBITDA has certain material limitations. It does not include cash costs associated with capital transactions and excludes certain U.S. GAAP expenses that fall outside the definition of EBITDA. Each of these categories of expense represents costs to us of doing business, and therefore any measure that excludes any or all of these categories of expense has material limitations.
Future Capital Needs
We believe that our available cash and cash equivalents to be generated from operations, supplemented by short-term and long-term financing, as necessary, will be sufficient to fund current operations and capital requirements for at least the next twelve months, as well as our day-to-day operations and future investment requirements. Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability, our relative levels of debt and equity and the overall condition of the credit markets.
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Borrowings and Long-Term Debt
The following table summarizes our financing arrangements as of the dates indicated:
($ in millions) June 30,
2022 December 31,
2021 Interest rate Maturity
Revolving credit facility:
Revolving credit facility $ 50.0 $ — Variable rate March 7, 2025
Total revolving credit facility $ 50.0 $ —
Third party borrowings:
4.80% Senior Notes Due 2026 $ 273.3 $ 273.1 4.80% July 27, 2026
5.125% Senior Notes Due 2031 (1)
— 121.8 5.125% August 1, 2031
Total third party borrowings $ 273.3 $ 394.9
(1) On January 18, 2022, the Company completed the full redemption of the $125 million aggregate principal amount outstanding of its 5.125% Senior Notes due August 1, 2031. As a result of this transaction, the Company recorded $3.2 million of loss on extinguishment of debt within the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022.
Revolving Credit Facility
On March 7, 2022, the Company, Royal Bank of Canada, BMO Harris Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Bank of America N.A., the Bank of New York Mellon and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into a new revolving credit facility agreement (“Acadian Credit Agreement”), which replaced the Company’s revolving credit facility dated as of August 20, 2019 (as amended by an amendment dated September 3, 2020 and an assignment and assumption and amendment agreement dated February 23, 2021, the “Original Credit Agreement”). The maturity date of the Original Credit Agreement was August 22, 2022, and the maturity date of the Acadian Credit Agreement is March 7, 2025.
Borrowings under the Acadian Credit Agreement bear interest, at Acadian’s option, at the per annum rate equal to either (a) the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% and (iii) the secured overnight financing rate for a one month period plus a credit spread adjustment of 0.10% (“Adjusted Term SOFR”) plus 1%, plus, in each case an additional amount ranging from 0.5% to 1.0%, with such additional amount based on Acadian’s Leverage Ratio (as defined below) or (b) Adjusted Term SOFR plus an additional amount ranging from 1.5% to 2.0%, with such additional amount based on Acadian’s Leverage Ratio. In addition, Acadian is charged a commitment fee based on the average daily unused portion of the revolving credit facility under the Acadian Credit Agreement at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian’s Leverage Ratio.
Under the Acadian Credit Agreement, the ratio of Acadian’s third-party borrowings to Acadian’s trailing twelve months Adjusted EBITDA, as defined by the Acadian Credit Agreement (the “Leverage Ratio”), cannot exceed 2.5x and the ratio of Acadian’s trailing twelve months Adjusted EBITDA to Acadian’s interest expense (the “Interest Coverage Ratio”) must be not less than 4.0x. At June 30, 2022, Acadian’s Leverage Ratio was 0.2x and Acadian’s Interest Coverage Ratio was 220.5x.
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Other Compensation Liabilities
Other compensation liabilities principally consist of cash-settled Affiliate equity and profit interests liabilities held by certain Affiliate key employees, and voluntary deferred compensation plans. The following table summarizes our other long-term liabilities:
June 30,
2022 December 31,
2021
($ in millions)
Share-based payments liability $ 19.0 $ 28.1
Affiliate profit interests liability 14.7 30.6
Employee equity 33.7 58.7
Voluntary deferral plan liability 40.7 45.0
Total $ 74.4 $ 103.7
Share-based payments liability represents the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is considered an equity award under U.S. GAAP based on the terms and conditions attached to these interests. Affiliate profit interests liability represents the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is not considered an equity award under U.S. GAAP, but rather a form of compensation arrangement, based on the terms and conditions attached to these interests. Our obligation in any given period in respect of funding these potential repurchases of Affiliate equity is limited to only that portion that may be put to us by Affiliate key employees, which is typically capped annually under the terms of these arrangements such that we are not required to repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Affiliate key employees.
Certain of our and our Affiliates’ key employees are eligible to participate in our voluntary deferral plan, or VDP, which provides our senior personnel the opportunity to voluntarily defer a portion of their compensation. There is a voluntary deferral plan investment balance included in investments on the Consolidated Balance Sheets that corresponds to this deferral liability.
Critical Accounting Policies and Estimates
There have been no significant changes to the critical accounting policies and estimates disclosed in our most recent Form 10-K for the year ended December 31, 2021. Critical accounting policies and estimates are those that require management’s most difficult, subjective or complex judgments and would therefore be deemed the most critical to an understanding of our results of operations and financial condition.
Recent Accounting Developments
See discussion of Recent Accounting Developments in Note 2 of the accompanying Condensed Consolidated Financial Statements.
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Forward Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements, including anticipated revenues, margins, cash flows or earnings, anticipated future performance of our business and our Affiliate, our expected future net cash flows, our anticipated expense levels, capital management, expected impact of the COVID-19 pandemic on our business, financial condition, results of operations and cash flows, and/or expectations regarding market conditions. The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “can be,” “may be,” “aim to,” “may affect,” “may depend,” “intends,” “expects,” “believes,” “estimate,” “project,” and other similar expressions are intended to identify such forward-looking statements. Such statements are subject to various known and unknown risks and uncertainties and we caution readers that any forward-looking information provided by or on behalf of us is not a guarantee of future performance.
Actual results may differ materially from those in forward-looking information as a result of various factors, some of which are beyond our control, including but not limited to those discussed above and elsewhere in this Quarterly Report on Form 10-Q, in our most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2022, and subsequent SEC filings. Due to such risks and uncertainties and other factors, we caution each person receiving such forward-looking information not to place undue reliance on such statements. Further, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and we undertake no obligations to update any forward looking statement to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.