VIRTUS INVESTMENT PARTNERS, INC. 10-K

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview Our Business We provide investment management and related services to individuals and institutions. We use a multi-manager, multi-style approach, offering investment strategies from affiliated managers, each having its own distinct investment style, autonomous investment process, individual brand, as well as from select unaffiliated subadvisers. By offering a broad array of products, we believe we can appeal to a greater number of investors and have offerings across market cycles and through changes in investor preferences. Our earnings are primarily driven by asset-based fees charged for services relating to these various products, including investment management, fund administration, distribution and shareholder services. We offer investment strategies for individual and institutional investors in different investment products and through multiple distribution channels. Our investment strategies are available in a diverse range of styles and disciplines, managed by differentiated investment managers. We have offerings in various asset classes (equity, fixed income, multi-asset and alternative), geographies (domestic, global, international and emerging), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental, quantitative and specialty). Our retail products include open-end funds and exchange traded funds ("ETFs") as well as closed-end funds and retail separate accounts. Our institutional products are offered through separate accounts and pooled or commingled structures to a variety of institutional clients. We also provide subadvisory services to other investment advisers and serve as the collateral manager for structured products. We distribute our open-end funds and ETFs principally through financial intermediaries. We have broad distribution access in the retail market, with distribution partners that include national and regional broker-dealers, independent broker-dealers and registered investment advisers, banks and insurance companies. In many of these firms, we have a number of products that are on preferred "recommended" lists and on fee-based advisory programs. Our sales efforts are supported by regional sales professionals, a national account relationship group, and separate teams for ETFs and the retirement and insurance channels. We leverage third-party distributors for global products and in certain international jurisdictions. Our retail separate accounts are distributed through financial intermediaries and directly to private clients by teams at an affiliated manager. Our institutional services are marketed through relationships with consultants as well as directly to clients. We target key market segments, including foundations and endowments, corporate, public and private pension plans, and subadvisory relationships. Market Developments The financial markets have a significant impact on the value of our assets under management and on the level of our sales and net flows. The capital and financial markets could experience fluctuation, volatility and declines as they have in the past, which could impact investment returns and asset flows of our investment products as well as in investor choices and preferences among investment products. The changes in our assets under management may also be affected by the factors discussed in Item 1A. "Risk Factors" of this Annual Report on Form 10-K. The U.S. and global equity markets increased in value in 2021, as evidenced by increases in major indices as noted in the following table: December 31, As of Change Index 2021 2020 % MSCI World Index 3,232 2,690 20.1 % Standard & Poor's 500 Index 4,766 3,756 26.9 % Russell 2000 Index 2,245 1,975 13.7 % Standard & Poor's / LSTA Leveraged Loan Index 2,420 2,338 3.5 % Financial Highlights ▪ Net income per diluted share was $26.01 in 2021, an increase of $15.99, or 159.6%, as compared to net income per diluted share of $10.02 in 2020. ▪ Total sales were $36.5 billion in 2021, an increase of $3.1 billion, or 9.2%, from $33.4 billion in 2020. Net flows were $3.1 billion in 2021 compared to $5.4 billion in 2020. 19 Table of Contents ▪ Assets under management were $187.2 billion at December 31, 2021, an increase of $55.0 billion, or 41.6%, from $132.2 billion at December 31, 2020. AllianzGI Strategic Partnership On February 1, 2021, the Company finalized a strategic partnership with Allianz Global Investors U.S. LLC ("AllianzGI"), pursuant to which NFJ Investment Group ("NFJ") was established as a new affiliated investment manager and the Company became the investment adviser, distributor and/or administrator for $29.5 billion of AllianzGI's open-end, closed-end, institutional and retail separate account assets (the "AGI relationship"). Westchester Capital Management On October 1, 2021, the Company completed its acquisition of Westchester Capital Management, LLC ("Westchester"), a recognized leader in global event-driven strategies with $5.1 billion of assets under management. Stone Harbor Investment Partners On January 1, 2022, the Company completed its acquisition of Stone Harbor Investment Partners LLC ("Stone Harbor"), a premier manager of emerging markets debt, multi-asset credit, global corporate, and other strategies with $14.7 billion of assets under management at December 31, 2021. Assets Under Management At December 31, 2021, total assets under management were $187.2 billion, representing an increase of $55.0 billion, or 41.6%, from December 31, 2020. The change in total assets under management from December 31, 2020 included $19.4 billion of positive market performance, $29.5 billion from the AGI relationship, $5.1 billion from the Westchester acquisition and $3.1 billion of positive net flows. Investment Performance - Open-End Funds The following table presents our open-end funds' and their assets, as well as the three-year average annual return, corresponding benchmark index average annual return and ranking within its Morningstar Peer Group for each fund as of December 31, 2021. Three Year Fund Type/Name Assets (in millions) Average Return % (1) Benchmark Index Return % (2) Peer Group Percentile Ranking % (3) U.S. Retail Funds: Domestic Equity Virtus KAR Small-Cap Growth Fund $ 6,362 27.99 21.17 32 Virtus Ceredex Mid-Cap Value Equity Fund 3,701 19.26 19.62 49 Virtus KAR Mid-Cap Growth Fund 3,261 33.81 27.46 8 Virtus KAR Small-Cap Core Fund 1,976 26.48 20.02 57 Virtus KAR Mid-Cap Core Fund 1,578 27.41 23.29 45 Virtus KAR Small-Cap Value Fund 1,507 24.11 17.99 57 Virtus KAR Small-Mid Cap Core Fund 1,459 30.33 21.91 26 Virtus NFJ Mid-Cap Value Fund 1,449 17.92 19.62 64 Virtus AllianzGI Focused Growth Fund 1,446 34.26 34.08 13 Virtus Ceredex Large-Cap Value Equity Fund 1,259 19.46 17.64 28 Virtus NFJ Dividend Value Fund 910 16.04 17.64 75 Virtus KAR Capital Growth Fund 813 32.59 34.08 23 Virtus NFJ Small-Cap Value Fund 536 13.78 17.99 91 Virtus AllianzGI Mid-Cap Growth Fund 483 36.09 27.46 5 Virtus Ceredex Small-Cap Value Equity Fund 467 14.71 17.99 93 Virtus NFJ Large-Cap Value Fund 344 17.03 17.64 62 Virtus AllianzGI Small-Cap Fund 185 19.75 20.02 55 Virtus KAR Equity Income Fund 145 19.73 13.82 90 Virtus Silvant Large-Cap Growth Stock Fund 139 31.09 34.08 36 20 Table of Contents Three Year Fund Type/Name Assets (in millions) Average Return % (1) Benchmark Index Return % (2) Peer Group Percentile Ranking % (3) Fixed Income Virtus Newfleet Multi-Sector Short Term Bond Fund 6,485 3.81 3.24 12 Virtus AllianzGI Convertible Fund 2,943 27.52 24.18 3 Virtus Seix Floating Rate High Income Fund 2,408 4.12 5.43 67 Virtus Seix U.S. Government Securities Ultra-Short Bond Fund 881 1.15 1.11 74 Virtus AllianzGI Short Duration High Income Fund 855 6.24 5.77 80 Virtus Newfleet Low Duration Core Plus Bond Fund 804 3.19 2.92 37 Virtus Seix High Yield Fund 467 8.84 8.56 19 Virtus Seix Total Return Bond Fund 378 5.54 4.79 46 Virtus Newfleet Multi-Sector Intermediate Bond Fund 311 6.42 4.79 37 Virtus Seix Investment Grade Tax-Exempt Bond Fund 257 4.22 3.98 50 Virtus Seix High Income Fund 208 8.12 8.83 41 Virtus Newfleet Senior Floating Rate Fund 200 4.71 5.43 40 Virtus Seix Core Bond Fund 107 5.03 4.79 38 Virtus Newfleet Core Plus Bond Fund 103 6.08 4.79 25 Virtus Newfleet Tax-Exempt Bond Fund 100 4.16 4.27 53 Virtus AllianzGI High Yield Bond Fund 69 7.69 8.57 52 Virtus AllianzGI Core Plus Bond Fund 65 7.01 4.79 6 Virtus Seix Corporate Bond Fund 62 9.28 7.59 6 Virtus Seix High Grade Municipal Bond Fund 58 5.06 4.73 54 Virtus Newfleet High Yield Fund 57 8.79 8.81 20 International Equity Virtus Vontobel Emerging Markets Opportunities Fund 3,740 8.61 10.94 85 Virtus KAR International Small-Mid Cap Fund 3,101 18.82 14.72 64 Virtus Vontobel Foreign Opportunities Fund 1,075 18.31 13.18 66 Virtus KAR Emerging Markets Small-Cap Fund 390 17.34 16.46 12 Virtus AllianzGI Emerging Markets Opportunities Fund 287 12.33 10.94 39 Virtus NFJ Emerging Markets Value Fund 148 15.29 10.94 22 Virtus NFJ International Value Fund 146 13.46 13.18 9 Virtus AllianzGI International Small-Cap Fund 74 15.33 16.27 90 Multi Asset Virtus AllianzGI Income & Growth Fund 7,496 18.00 26.07 2 Virtus Tactical Allocation Fund 941 21.66 19.32 1 Virtus AllianzGI Global Dynamic Allocation Fund 59 15.80 14.31 21 Alternative The Merger Fund® 4,269 3.82 0.99 68 Virtus Duff & Phelps Real Estate Securities Fund 617 22.56 18.41 13 Virtus Duff & Phelps International Real Estate Securities Fund 538 10.88 6.71 72 Virtus Westchester Event-Driven Fund 334 6.41 0.99 35 Virtus KAR Long/Short Equity Fund 168 27.31 25.79 2 Virtus FORT Trend Fund 153 2.98 0.99 N/A Virtus Duff & Phelps Global Infrastructure Fund 93 13.34 11.46 34 21 Table of Contents Three Year Fund Type/Name Assets (in millions) Average Return % (1) Benchmark Index Return % (2) Peer Group Percentile Ranking % (3) Specialty Equity Virtus AllianzGI Technology Fund 2,364 35.42 37.82 45 Virtus AllianzGI Water Fund 1,130 25.14 20.38 14 Virtus Zevenbergen Innovative Growth Stock Fund 1,120 39.44 33.21 3 Virtus AllianzGI Health Sciences Fund 205 21.75 18.79 18 Virtus AllianzGI Global Allocation Fund 195 14.56 14.31 14 Virtus AllianzGI Global Sustainability Fund 136 24.49 20.38 3 Global Equity Virtus Vontobel Global Opportunities Fund 400 19.96 20.38 89 Virtus SGA Global Growth Fund 172 23.56 20.38 63 Virtus AllianzGI Global Small-Cap Fund 90 20.84 19.20 54 Global Funds: Virtus GF SGA Global Growth Fund 921 21.99 20.38 58 Virtus GF U.S. Small Cap Focus Fund 351 20.03 20.02 60 Virtus GF Multi-Sector Short Duration Bond Fund 81 3.83 3.60 7 Variable Insurance Funds: Virtus KAR Capital Growth Series 317 33.07 34.08 20 Virtus SGA International Growth Series 163 16.65 13.18 83 Virtus KAR Small-Cap Growth Series 128 27.75 21.17 34 Virtus Duff & Phelps Real Estate Securities Series 120 22.47 18.41 19 Virtus Newfleet Multi-Sector Intermediate Bond Series 113 5.96 4.79 3 Virtus KAR Equity Income Series 103 20.18 13.82 89 Virtus KAR Small-Cap Value Series 92 24.60 17.99 87 Virtus Strategic Allocation Series 87 22.01 19.32 5 The Merger Fund® VL 54 4.84 0.99 53 Other Funds 418 $ 77,227 (1) Represents the average annual total return performance of the largest share class as measured by net assets for which performance data is available. Performance shown does not include the effect of applicable sales charges, if any. Had any applicable sales charges been reflected, performance would be lower than shown above. (2) Represents the average annual total return of the benchmark index. Benchmark indices are unmanaged, their returns do not reflect any fees, expenses or sales charges, and they are not available for direct investment. The benchmark index for each fund can be found in the respective fund's fact sheet on our website at https://www.virtus.com/our-products/individual-investors/mutual-funds. (3) Represents the peer ranking of the fund's average annual total return according to Morningstar. The Morningstar Peer Group for each fund can be found in the respective fund's fact sheet on our website at https://www.virtus.com/our-products/individual-investors/mutual-funds. Fund returns are reported net of fees. Past performance does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Operating Results In 2021, total revenues increased $375.3 million, or 62.2%, to $979.2 million from $603.9 million in 2020 primarily as a result of higher average assets under management in open-end funds due to the AGI relationship, positive market performance and positive net flows. Operating income increased by $182.3 million, or 127.4%, to $325.5 million in 2021 from $143.2 million in 2020 due to increased revenues. 22 Table of Contents Assets Under Management by Product The following table summarizes our assets under management by product: As of December 31, As of Change (in millions) 2021 2020 2021 vs. 2020 % Open-End Funds (1) (2) $ 77,227 $ 50,771 $ 26,456 52.1 % Closed-End Funds 12,068 5,914 6,154 104.1 % Exchange Traded Funds 1,479 837 642 76.7 % Retail Separate Accounts 44,538 29,751 14,787 49.7 % Institutional Accounts (2) 48,140 40,861 7,279 17.8 % Structured Products 3,734 4,060 (326) (8.0) % Total Assets Under Management $ 187,186 $ 132,194 $ 54,992 41.6 % Average Assets Under Management (3) $ 172,841 $ 109,512 $ 63,329 57.8 % (1) Represents assets under management of U.S. retail funds, global funds and variable insurance funds. (2) Includes ultra-short strategies previously included in a separate liquidity strategy. Prior period amounts have been recast to conform to the current year presentation. (3) Averages are calculated as follows: – Funds - average daily or weekly balances – Retail Separate Accounts - average of quarterly beginning balances – Institutional Accounts and Structured Products - average of month-end balances The following table summarizes asset flows by product: Asset Flows by Product Years Ended December 31, (in millions) 2021 2020 Open-End Funds (1) (2) Beginning balance $ 50,771 $ 43,824 Inflows 18,366 17,055 Outflows (21,218) (16,890) Net flows (2,852) 165 Market performance 6,095 7,222 Other (3) 23,213 (440) Ending balance $ 77,227 $ 50,771 Closed-End Funds Beginning balance $ 5,914 $ 6,748 Inflows 22 25 Outflows — — Net flows 22 25 Market performance 1,223 (387) Other (3) 4,909 (472) Ending balance $ 12,068 $ 5,914 Exchange Traded Funds Beginning balance $ 837 $ 1,156 Inflows 792 438 Outflows (307) (448) Net flows 485 (10) Market performance 213 (254) Other (3) (56) (55) Ending balance $ 1,479 $ 837 23 Table of Contents Asset Flows by Product Years Ended December 31, (in millions) 2021 2020 Retail Separate Accounts Beginning balance $ 29,751 $ 20,414 Inflows 9,215 6,452 Outflows (4,085) (2,960) Net flows 5,130 3,492 Market performance 6,124 5,868 Other (3) 3,533 (23) Ending balance $ 44,538 $ 29,751 Institutional Accounts (2) Beginning balance $ 40,861 $ 32,859 Inflows 8,093 8,967 Outflows (7,404) (7,512) Net flows 689 1,455 Market performance 5,564 6,684 Other (3) 1,026 (137) Ending balance $ 48,140 $ 40,861 Structured Products Beginning balance $ 4,060 $ 3,903 Inflows 8 491 Outflows (350) (265) Net flows (342) 226 Market performance 133 91 Other (3) (117) (160) Ending balance $ 3,734 $ 4,060 Total Beginning balance $ 132,194 $ 108,904 Inflows 36,496 33,428 Outflows (33,364) (28,075) Net flows 3,132 5,353 Market performance 19,352 19,224 Other (3) 32,508 (1,287) Ending balance $ 187,186 $ 132,194 (1) Represents assets under management of U.S. retail funds, global funds and variable insurance funds. (2) Includes ultra-short strategies previously included in a separate liquidity strategy. (3) Represents open-end and closed-end fund distributions net of reinvestments, the net change in assets from cash management strategies, and the effect on net flows from non-sales related activities such as asset acquisitions/(dispositions), seed capital investments/(withdrawals), structured products reset transactions, and the use of leverage. The following table summarizes our assets under management by asset class: December 31, Change (in millions) 2021 2020 2021 vs. 2020 % Asset Class Equity $ 116,546 $ 86,268 $ 30,278 35.1 % Fixed Income (1) 34,261 28,965 5,296 18.3 % Multi-Asset (2) 24,853 12,201 12,652 103.7 % Alternatives (3) 11,526 4,760 6,766 142.1 % Total $ 187,186 $ 132,194 $ 54,992 41.6 % (1) Includes ultra-short strategies previously included in a separate liquidity strategy. 24 Table of Contents (2) Includes strategies with substantial holdings in at least two of the following asset classes: equity, fixed income and alternatives. (3) Consists of event-driven, real estate securities, infrastructure, long/short, and other strategies. Average Assets Under Management and Average Fees Earned The following table summarizes the average management fees earned in basis points and average assets under management: Years Ended December 31, Average Fee Earned (expressed in basis points) Average Assets Under Management (in millions) (2) 2021 2020 2021 2020 Products Open-End Funds (1) 47.5 50.1 $ 73,591 $ 42,891 Closed-End Funds 55.8 62.2 11,352 5,920 Exchange Traded Funds 9.4 6.5 1,183 687 Retail Separate Accounts 44.6 47.5 37,867 21,214 Institutional Accounts 31.8 31.7 45,000 34,628 Structured Products 37.3 31.5 3,849 4,173 All Products 42.9 43.5 $ 172,841 $ 109,512 (1) Represents assets under management of U.S. retail funds, global funds and variable insurance funds. (2) Averages are calculated as follows: – Funds - average daily or weekly balances – Retail Separate Accounts - prior-quarter ending balances – Institutional Accounts and Structured Products - average of month-end balances Average fees earned represent investment management fees, net of revenue-related adjustments, divided by average net assets, excluding the impact of consolidation of investment products ("CIP"). Revenue-related adjustments are based on specific agreements and reflect the portion of investment management fees passed-through to third-party client intermediaries for services to investors in sponsored investment products. Fund fees are calculated based on average daily or weekly net assets. Retail separate account fees are calculated based on the end of the preceding or current quarter’s asset values or on an average of month-end balances. Institutional account fees are calculated based on an average of month-end balances or current quarter’s asset values. Structured product fees are calculated based on a combination of the underlying cash flows and the principal value of the product. Average fees earned will vary based on several factors, including the asset mix and expense reimbursements to the funds. The average fee rate earned on all products for 2021 decreased by 0.6 basis points compared to the prior year, primarily due to lower fee rates earned on the assets under management acquired from the AGI relationship. 25 Table of Contents Results of Operations Summary Financial Data Years Ended December 31, Change (in thousands) 2021 2020 2021 vs. 2020 % Investment management fees $ 781,585 $ 505,338 $ 276,247 54.7 % Other revenue 197,649 98,558 99,091 100.5 % Total revenues 979,234 603,896 375,338 62.2 % Total operating expenses 653,746 460,732 193,014 41.9 % Operating income (loss) 325,488 143,164 182,324 127.4 % Other income (expense), net 6,376 7,050 (674) (9.6) % Interest income (expense), net 21,806 13,684 8,122 59.4 % Income (loss) before income taxes 353,670 163,898 189,772 115.8 % Income tax expense (benefit) 90,835 43,935 46,900 106.7 % Net income (loss) 262,835 119,963 142,872 119.1 % Noncontrolling interests (54,704) (40,006) (14,698) 36.7 % Net Income (Loss) Attributable to Virtus Investment Partners, Inc. $ 208,131 $ 79,957 $ 128,174 160.3 % Earnings (loss) per share-diluted $ 26.01 $ 10.02 $ 15.99 159.6 % Revenues Revenues by source were as follows: Years Ended December 31, Change (in thousands) 2021 2020 2021 vs. 2020 % Investment management fees Open-end funds $ 393,673 $ 247,519 $ 146,154 59.0 % Closed-end funds 63,301 36,833 26,468 71.9 % Retail separate accounts 174,919 104,932 69,987 66.7 % Institutional accounts 143,487 109,531 33,956 31.0 % Structured products 4,726 4,012 714 17.8 % Other products 1,479 2,511 (1,032) (41.1) % Total investment management fees 781,585 505,338 276,247 54.7 % Distribution and service fees 90,555 38,425 52,130 135.7 % Administration and shareholder service fees 102,531 59,463 43,068 72.4 % Other income and fees 4,563 670 3,893 581.0 % Total revenues $ 979,234 $ 603,896 $ 375,338 62.2 % A discussion of our results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019 may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2020 , which specific discussion is incorporated herein by reference. Investment Management Fees Investment management fees are earned based on a percentage of assets under management and are paid pursuant to the terms of the respective investment management contracts, which generally require monthly or quarterly payments. Investment management fees increased by $276.2 million, or 54.7%, for the year ended December 31, 2021, due to an increase in average assets under management of $63.3 billion, or 57.8%, primarily as a result of the AGI relationship and market performance. Distribution and Service Fees Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution 26 Table of Contents services. Distribution and service fees increased by $52.1 million, or 135.7%, for the year ended December 31, 2021, primarily due to higher average assets for open-end funds primarily as a result of market performance and the AGI relationship. Administration and Shareholder Service Fees Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our open-end mutual funds, ETFs and certain of our closed-end funds. Fund administration and shareholder service fees increased by $43.1 million, or 72.4%, for the year ended December 31, 2021, primarily due to the increase in average assets under management for our open-end and closed-end funds during the period, predominantly as a result of market performance and the AGI relationship. Other Income and Fees Other income and fees primarily represent fees related to other fee earning assets and contingent sales charges earned from investor redemptions of certain shares sold without a front-end sales charge. Other income and fees increased by $3.9 million, or 581.0%, during the year ended December 31, 2021 compared to December 31, 2020, due to revenue from other fee earning assets primarily as a result of the AGI relationship. Operating Expenses Operating expenses by category were as follows: Years Ended December 31, Change (in thousands) 2021 2020 2021 vs. 2020 % Operating expenses Employment expenses $ 358,230 $ 267,299 $ 90,931 34.0 % Distribution and other asset-based expenses 141,039 77,010 64,029 83.1 % Other operating expenses 90,134 69,896 20,238 29.0 % Other operating expenses of CIP 3,562 10,585 (7,023) (66.3) % Change in fair value of contingent consideration 12,400 — 12,400 N/M Restructuring and severance — 1,155 (1,155) (100.0) % Depreciation expense 3,900 4,660 (760) (16.3) % Amortization expense 44,481 30,127 14,354 47.6 % Total operating expenses $ 653,746 $ 460,732 $ 193,014 41.9 % Employment Expenses Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses of $358.2 million increased $90.9 million, or 34.0%, from the prior year primarily due to increased profit-based compensation in the current year. Distribution and Other Asset-Based Expenses Distribution and other asset-based expenses consist primarily of payments to third-party client intermediaries for providing services to investors in sponsored investment products. These payments are primarily based on assets under management or on a percentage of sales. Distribution and other asset-based expenses also include the amortization of deferred sales commissions related to up-front commissions on shares sold without a front-end sales charge to shareholders. The deferred sales commissions are amortized on a straight-line basis over the period commissions are recovered from distribution fee revenues and contingent sales charges received upon redemption of shares. Distribution and other asset-based expenses increased $64.0 million, or 83.1%, from the prior year primarily due to increased sales and assets under management in share classes that have distribution and other asset-based expenses predominantly as a result of the AGI relationship. Other Operating Expenses Other operating expenses primarily consist of investment research and technology costs, professional fees, travel and distribution related costs, rent and occupancy expenses, and other business costs. Other operating expenses increased $20.2 million, or 29.0%, for the year ended December 31, 2021 as compared to the prior year primarily due to acquisition related professional fees and the addition of new affiliates. 27 Table of Contents Other Operating Expenses of CIP Other operating expenses of CIP decreased $7.0 million, or 66.3%, for the year ended December 31, 2021 compared to the prior year primarily due to the costs associated with the issuance of a new CLO in the prior year that did not recur. Change in Fair Value of Contingent Consideration The Company's contingent consideration related to its NFJ and Westchester transactions are recorded at fair value each reporting date taking into consideration changes in various estimates, including probability of success, discount rates and amount of time until the conditions of the contingent payments are achieved. The change in fair value is recorded in the current period as a gain or loss. The change in value of contingent consideration of $12.4 million in 2021 was primarily attributable to higher future revenue projections and the time value of money. Depreciation Expense Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense decreased $0.8 million, or 16.3%, during the year ended December 31, 2021, compared to the prior year, primarily due to certain assets becoming fully depreciated. Amortization Expense Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense increased $14.4 million, or 47.6%, for the year ended December 31, 2021 compared to the prior year due to the additional amortization associated with the Westchester and AGI transactions. Other Income (Expense), net Other Income (Expense), net by category were as follows: Years Ended December 31, Change (in thousands) 2021 2020 2021 vs. 2020 % Other Income (Expense) Realized and unrealized gain (loss) on investments, net $ 3,907 $ 7,139 $ (3,232) (45.3) % Realized and unrealized gain (loss) of CIP, net (1,761) (1,965) 204 (10.4) % Other income (expense), net 4,230 1,876 2,354 125.5 % Total Other Income (Expense), net $ 6,376 $ 7,050 $ (674) (9.6) % Realized and Unrealized Gain (Loss) on Investments, net Realized and unrealized gain (loss) on investments, net changed during the year ended December 31, 2021 by $(3.2) million, as compared to the prior year. The realized and unrealized gains and losses during the year ended December 31, 2021 reflected changes in overall market conditions experienced during the year. Realized and Unrealized Gain (Loss) of CIP, net Realized and unrealized gain (loss) of CIP, net changed $0.2 million compared to the prior year. The change for the current year consisted primarily of net realized and unrealized gains of $73.4 million due to changes in market values of leveraged loans, partially offset by unrealized losses of $73.2 million related to the value of the notes payable. Other Income (Expense), net Other income (expense), net increased by $2.4 million during the year ended December 31, 2021 compared to the prior year primarily due to increased earnings from equity method investments during the current year. 28 Table of Contents Interest Income (Expense), net Interest Income (Expense), net by category were as follows: Years Ended December 31, Change (in thousands) 2021 2020 2021 vs. 2020 % Interest Income (Expense) Interest expense $ (9,240) $ (11,894) $ 2,654 (22.3) % Interest and dividend income 1,364 1,367 (3) (0.2) % Interest and dividend income of investments of CIP 90,080 109,648 (19,568) (17.8) % Interest expense of CIP (60,398) (85,437) 25,039 (29.3) % Total Interest Income (Expense), net $ 21,806 $ 13,684 $ 8,122 59.4 % Interest Expense Interest expense decreased $2.7 million, or 22.3%, for the year ended December 31, 2021 compared to the prior year primarily due to a lower effective interest rate as well as lower average debt outstanding compared to the prior year. Interest and Dividend Income Interest and dividend income is earned on cash equivalents and our marketable securities. Interest and dividend income remained consistent in 2021 compared to the prior year. Interest and Dividend Income of Investments of CIP Interest and dividend income of investments of CIP decreased $19.6 million, or 17.8%, compared to the prior year primarily due to a decrease in interest rates. Interest Expense of CIP Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP decreased by $25.0 million, or 29.3%, compared to the prior year primarily due to both lower variable interest rates and average debt balances of CIP during the current year. Income Tax Expense The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 25.7% and 26.8% for 2021 and 2020, respectively. The decrease in the estimated effective tax rate for the current year compared to the prior year was primarily due to excess tax benefits related to share-based compensation. Effects of Inflation Inflationary pressures can result in increases to our costs, especially to the extent that large expense components such as compensation are impacted. To the degree that these expense increases are not recoverable or cannot be counterbalanced through pricing increases due to the competitive environment, our profitability could be negatively impacted. In addition, the value of the assets that we manage may be negatively impacted if inflationary expectations result in a rising interest rate environment. Declines in the values of these assets under management could lead to reduced revenues as management fees are generally earned as a percent of assets under management. 29 Table of Contents Liquidity and Capital Resources Certain Financial Data The following tables summarize certain financial data relating to our liquidity and capital resources: December 31, Change (in thousands) 2021 2020 2021 vs. 2020 % Balance Sheet Data Cash and cash equivalents $ 378,921 $ 246,511 $ 132,410 53.7 % Investments 108,890 64,944 43,946 67.7 % Contingent consideration 162,564 — 162,564 N/M Debt 266,346 201,212 65,134 32.4 % Redeemable noncontrolling interests 138,965 115,513 23,452 20.3 % Total equity 836,627 720,940 115,687 16.0 % Years Ended December 31, Change (in thousands) 2021 2020 2021 vs. 2020 % Cash Flow Data Provided by (used in) Operating activities $ 665,729 $ (226,103) $ 891,832 (394.4) % Investing activities (175,033) 8,681 (183,714) (2,116.3) % Financing activities (244,400) 235,332 (479,732) (203.9) % Overview At December 31, 2021, we had $378.9 million of cash and cash equivalents and $108.9 million of investments, which included $80.3 million of investment securities, compared to $246.5 million of cash and cash equivalents and $64.9 million of investments, which included $40.0 million of investment securities, at December 31, 2020. Uses of Capital Our main uses of capital related to operating activities comprise employee compensation and related benefit costs, which includes annual incentive compensation; other operating expenses, which primarily consist of investment research; technology costs; professional fees; distribution and occupancy costs; interest on our indebtedness; and income taxes. Annual incentive compensation, which is one of the largest annual operating cash expenditures, is typically paid in the first quarter of the year. In the first quarters of 2021 and 2020, we paid approximately $96.9 million and $84.7 million, respectively, in incentive compensation earned during the years ended December 31, 2020 and 2019, respectively. In addition to operating activities, other uses of cash could include: (i) investments in organic growth, including seeding or launching new products and expanding distribution; (ii) debt principal payments through scheduled amortization, excess cash flow payment requirements or additional paydowns; (iii) dividend payments to common stockholders; (iv) repurchases of our common stock, or withholding obligations for the net settlement of employee share transactions; (v) investments in our infrastructure; (vi) investments in inorganic growth opportunities that may require upfront and/or future payments; (vii) integration costs, including restructuring and severance, related to acquisitions, if any; (viii) purchases of affiliate noncontrolling interests and (ix) payment of contingent consideration related to completed acquisitions. Capital and Reserve Requirements We operate an SEC registered broker-dealer subsidiary that is subject to certain rules regarding minimum net capital. The broker-dealer is required to maintain a ratio of "aggregate indebtedness" to "net capital," as defined, which may not exceed 15 to 1 and must also maintain a minimum amount of net capital. Failure to meet these requirements could result in adverse consequences to us, including additional reporting requirements, a lower required ratio of aggregate indebtedness to net capital or interruption of our business. At December 31, 2021, the ratio of aggregate indebtedness to net capital of our broker-dealer was below the maximum allowed, and net capital was significantly greater than the required minimum. 30 Table of Contents Balance Sheet Cash and cash equivalents consist of cash in banks and money market fund investments. Investments consist primarily of investments in our sponsored funds. CIP represent investment products for which we provide investment management services and where we have either a controlling financial interest or we are considered the primary beneficiary of an investment product that is considered a variable interest entity. Operating Cash Flow Cash flows provided by operating activities of $665.7 million for 2021 changed by $891.8 million from cash flows used in operating activities of $226.1 million in 2020 primarily due to an increase in net sales of investments by CIP of $698.5 million compared to the prior year. Investing Cash Flow Cash flows from investing activities consist primarily of capital expenditures and other investing activities related to our business operations. Net cash used in investing activities of $175.0 million for 2021 changed by $183.7 million from net cash provided by investing activities of $8.7 million in 2020. The primary investing activities during 2021 related to cash paid for the Westchester transaction. The primary investing activities during 2020 were related to the increase in cash of $9.7 million from the consolidation of investment products partially offset by capital expenditures and other asset purchases of $1.0 million. Financing Cash Flow Cash flows from financing activities consist primarily of the issuance of common stock, return of capital through repurchases of common shares, dividends, withholding obligations for the net share settlement of employee share transactions, issuance and repayment of debt and changes to noncontrolling interests. Net cash related to financing activities changed by $479.7 million to net cash outflows of $244.4 million in 2021 compared to net cash provided by financing activities of $235.3 million in the prior year, primarily due to a decrease of $579.9 million in net borrowings of CIP during 2021 compared to the prior year, partially offset by an increase of net cash inflows of $147.7 million primarily as a result of the refinancing of our credit agreement more fully discussed below. Credit Agreement Refinancing On September 28, 2021, we completed a refinancing through the execution of an amended and restated credit agreement (the "Credit Agreement"). The Credit Agreement provides for (i) a $275.0 million term loan with a seven-year term (the "Term Loan") and (ii) a $175.0 million revolving credit facility with a five-year term. A portion of the proceeds from the refinancing was used to pay off $194.0 million outstanding on a previous term loan. At December 31, 2021, $274.3 million was outstanding under the Term Loan, and there were no outstanding borrowings under the revolving credit facility. In accordance with Accounting Standards Codification ("ASC") 835, Interest , the amounts outstanding under the Term Loan are presented on the Consolidated Balance Sheet net of related debt issuance costs, which were $8.0 million as of December 31, 2021. Impact of New Accounting Standards For a discussion of accounting standards, see Part II, Item 8, "Financial Statements and Supplementary Data," Note 2 "Summary of Significant Accounting Policies." Critical Accounting Policies and Estimates Our consolidated financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the use of estimates. Actual results may vary from these estimates. Management believes the following critical accounting policies are important to understanding our results of operations and financial position. Consolidation The consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. Voting interest entities ("VOEs") are consolidated when we are considered to have a controlling financial interest, which is typically present when we own a majority of the voting interest in an entity or otherwise have the power to govern the financial and operating policies of the entity. We evaluate any variable interest entities ("VIEs") in which we have a variable interest for consolidation. A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (ii) where as a group, the holders of the equity investment at risk do not possess (x) the power 31 Table of Contents through voting or similar rights to direct the activities that most significantly impact the entity's economic performance; (y) the obligation to absorb expected losses or the right to receive expected residual returns of the entity; or (z) proportionate voting and economic interests and where substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. CIP includes both VOEs, made up primarily of open-end funds in which we hold a controlling financial interest, and VIEs, which primarily consist of CLOs of which we are considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on net income (loss) attributable to stockholders. Our risk with respect to these investment products is limited to our beneficial interests in these products. We have no right to the benefits from, and do not bear the risks associated with, these investment products beyond our investments in, and fees generated from, these products. Noncontrolling Interests Noncontrolling interests - CIP Noncontrolling interests - CIP represent third-party investments in our CIP and are classified as redeemable noncontrolling interests on our Consolidated Balance Sheets because investors in those products are able to request withdrawal at any time. Noncontrolling interests - affiliate Noncontrolling interests - affiliate represent minority interests held in a consolidated affiliate. Minority interests held in an affiliate are subject to holder put rights and our call rights at established multiples of earnings before interest, taxes, depreciation and amortization and, as such, are considered redeemable at other than fair value. These rights are exercisable at pre-established intervals (between four and seven years from their issuance) or upon certain conditions such as retirement. The put and call rights are not legally detachable or separately exercisable and are deemed to be embedded in the related noncontrolling interests. We, in purchasing affiliate equity, have the option to settle in cash or shares of common stock and are entitled to the cash flow associated with any purchased equity. Minority interests held in an affiliate are generally recorded on our Consolidated Balance Sheets at estimated redemption value within redeemable noncontrolling interests, and changes in estimated redemption value of these interests are recorded on our Consolidated Statements of Operations within noncontrolling interests. Fair Value Measurements and Fair Value of Financial Instruments The Financial Accounting Standards Board (the "FASB") defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement ("ASC 820") , establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels as follows: Level 1 – Quoted prices for identical instruments in active markets. Level 1 assets and liabilities may include debt securities and equity securities that are traded in an active exchange market. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs may include observable market data such as closing market prices provided by independent pricing services after considering factors such as the yields or prices of comparable investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. In addition, pricing services may determine the fair value of equity securities traded principally in foreign markets when it has been determined that there has been a significant trend in the U.S. equity markets or in index futures trading. Level 2 assets and liabilities may include debt and equity securities, purchased loans and over-the-counter derivative contracts whose fair value is determined using a pricing model without significant unobservable market data inputs. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. 32 Table of Contents The following is a discussion of the valuation methodologies used for our assets measured at fair value: Cash equivalents represent investments in money market funds. Cash investments in money market funds are valued using published net asset values and are classified as Level 1. Sponsored funds represent investments in open-end funds, closed-end funds and ETFs for which we act as the investment manager. The fair value of open-end funds is determined based on their published net asset values and are categorized as Level 1. The fair value of closed-end funds and ETFs are determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1. Equity securities include securities traded on active markets and are valued at the official closing price (typically last sale or bid) on the exchange on which the securities are primarily traded and are categorized as Level 1. Debt securities represent investments in senior secured bank loans and, are based on evaluated quotations received from independent pricing services and are categorized as Level 2. Nonqualified retirement plan assets represent mutual funds within a nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1. Investments of CIP represent the underlying debt, equity and other securities held in CIP. Equity investments are valued at the official closing price on the exchange on which the securities are traded and are generally categorized within Level 1. Level 2 investments represent most debt securities, including bank loans and certain equity securities (including non-U.S. securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments, which are included as debt investments, are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. In certain instances, fair value has been determined utilizing discounted cash flow analyses or single broker non-binding quotes. Depending on the nature of the inputs, these assets are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. Level 3 investments include debt and equity securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security. Derivative assets and liabilities of CIP represent futures contracts, swaps contracts, option contracts and forward contracts held in CIP. These assets and liabilities are recorded within other assets of CIP and other liabilities of CIP on our Consolidated Balance Sheets. Depending on the nature of the inputs, these derivative assets and liabilities are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. Notes payable of CIP represent notes issued by CIP CLOs we consolidate and are measured using the measurement alternative in Accounting Standards Update 2014-13, Consolidation (Topic 810) . Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent compensation for services. The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment. Short sales of CIP are transactions in which a security is sold that is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline and are classified as Level 1 based on the underlying equity security. These liabilities are recorded within other liabilities of CIP on our Consolidated Balance Sheets. Cash, accounts receivable, accounts payable, securities purchased payable of CIP, and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments. Goodwill As of December 31, 2021, the carrying value of goodwill was $338.4 million. Goodwill represents the excess of the acquisition purchase price over the fair value of identified net assets and liabilities acquired. We have one reporting unit for purposes of assessing the carrying value of goodwill. Goodwill impairment testing is performed at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we determine that the carrying value of the reporting unit is less than the fair value, a second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. We completed our annual goodwill impairment assessment as of October 31, 2021, and no 33 Table of Contents impairment was identified. For purposes of this assessment, we considered various qualitative factors including, but not limited to, certain indicators of fair value (i.e., market capitalization and market multiplies for asset managers), and determined that it was more likely than not that the fair value of our reporting unit was greater than its carrying value. Only a significant decline in the fair value of our reporting unit would indicate that an impairment may exist. Indefinite-Lived Intangible Assets As of December 31, 2021, the carrying value of indefinite-lived intangible assets was $42.3 million. Indefinite-lived intangible assets comprise certain fund investment advisory contracts and trade names. We perform indefinite-lived intangible asset impairment tests annually, or more frequently, should circumstances change, which could reduce the fair value of indefinite-lived intangible assets below their carrying value. We completed our annual impairment assessment of these assets as of October 31, 2021, and no impairments were identified. For purposes of this assessment, we considered various qualitative factors for the investment advisory contract intangible assets including, but not limited to, changes in (i) assets under management, (ii) operating margins, and (iii) net cash flows generated, and we determined that it was more likely than not that the fair value of indefinite-lived intangible assets was greater than their carrying value. Only a significant decline in the fair value of the indefinite-lived intangible assets would indicate that an impairment may exist. Definite-Lived Intangible Assets As of December 31, 2021, the carrying value of definite-lived intangible assets was $458.3 million. Definite-lived intangible assets comprise certain fund investment advisory contracts, trade names and non-competition agreements. We monitor the useful lives of definite-lived intangible assets and revise the useful lives, if necessary, based on the circumstances. Significant judgment is required in estimating the period that these assets will contribute to our cash flows and the pattern over which these assets will be consumed. A change in the remaining useful life of any of these assets could have a significant impact on amortization expense. All amortization expense is calculated on a straight-line basis. Impairment testing is performed whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we were to determine that the carrying value of the definite-lived intangible assets was less than the sum of the undiscounted cash flows expected to result from the asset, we would quantify the impairment using a discounted cash flow model. Revenue Recognition Our revenues are recognized when a performance obligation is satisfied, which occurs when control of the services is transferred to customers. Investment management fees, distribution and service fees, and administration and shareholder service fees are calculated as a percentage of average net assets of the investment portfolios managed. The net asset values from which these fees are calculated are variable in nature and subject to factors outside of our control such as additional investments, withdrawals and market performance. Because of this, these fees are considered constrained until the end of the contractual measurement period (monthly or quarterly) which is when asset values are generally determinable. Investment Management Fees We provide investment management services pursuant to investment management agreements through our affiliated investment advisers (each an "Adviser"). Investment management services represent a series of distinct daily services that are performed over time. Fees earned on funds are based on each fund's average daily or weekly net assets and are generally calculated and received on a monthly basis. We record investment management fees net of the fees paid to unaffiliated subadvisers since we are deemed to be an agent of the fund as it relates to the day-to-day investment management services performed by unaffiliated subadvisers, with our performance obligation being to arrange for the provision of that service and not control the specified service before it is performed. Amounts paid to unaffiliated subadvisers for the years ended December 31, 2021, 2020 and 2019 were $115.5 million, $38.6 million and $40.5 million, respectively. The increase in 2021 compared to prior years was due to the new subadvisory relationship with AllianzGI. Retail separate account fees are generally earned based on the end of the preceding or current quarter's asset values. Institutional account fees are generally earned based on an average of month-end balances. In certain instances, institutional fees may include performance related fees that are based on relative investment returns. Fees for structured finance products, for which we act as the collateral manager, consist of senior, subordinated and, in certain instances, incentive management fees. Senior and subordinated management fees are earned at a contractual fee rate applied against the end of the preceding quarter par value of the total collateral being managed with subordinated fees being earned only after certain portfolio criteria are met. Incentive fees on certain of our CLOs are typically a percentage of the excess cash flows available to holders of the subordinated notes, above a threshold level internal rate of return. We rely on data provided to us by service providers for the pricing of the underlying investment securities for the asset values that drive our investment management fees and our assets under management. Our service providers have formal 34 Table of Contents valuation policies and procedures over the valuation of investments. As of December 31, 2021, our total assets under management by fair value hierarchy level, as defined by ASC 820, were approximately 78.1% Level 1, 20.6% Level 2 and 1.3% Level 3. Distribution and Service Fees Distribution and service fees are asset-based fees earned from certain share classes within our open-end funds and on a portion of other fee earning assets for distribution services. These fees primarily consist of an asset-based fee that is paid by the fund over a period of years to cover allowable sales and marketing expenses for the fund or front-end sales charges that are based on a percentage of the offering price. Asset-based distribution and service fees are primarily based on percentages of the average daily net asset value and are paid monthly pursuant to the terms of the respective distribution and service fee contracts. Distribution and service fees represent two performance obligations comprised of distribution and related shareholder servicing activities. Distribution services are generally satisfied upon the sale of a fund share. Shareholder servicing activities are generally services satisfied over time. We distribute our open-end funds through third-party financial intermediaries that comprise national, regional and independent broker-dealers. These third-party financial intermediaries provide distribution and shareholder service activities on our behalf. We pay related distribution and service fees to these third-party financial intermediaries for these services as we consider ourselves the principal in these arrangements since we have control of the services prior to the services being transferred to the customer. These payments are classified within distribution and other asset-based expenses. Administration & Shareholder Service Fees We provide administrative fund services to our open-end mutual funds, ETFs and the majority of our closed-end funds and shareholder services to our open-end funds. Administration and shareholder services are performed over time. We earn fees for these services, that are calculated and paid monthly, based on each fund's average daily or weekly net assets. Administrative fund services include: record keeping, preparing and filing documents required to comply with securities laws, legal administration and compliance services, customer service, supervision of the activities of the funds' service providers, tax services and treasury services. We also provide office space, equipment and personnel that may be necessary for managing and administering the business affairs of the funds. Shareholder services include maintaining shareholder accounts, processing shareholder transactions, preparing filings and performing necessary reporting. Other income and fees primarily represent fees related to other fee earning assets and contingent sales charges earned from investor redemptions of certain shares sold without a front-end sales charge. Accounting for Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes , which requires recognition of the amount of taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the reported amounts on the Consolidated Financial Statements. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained, based on the technical merits of the position. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We record interest and penalties related to income taxes as a component of income tax expense. Significant judgment is required in determining the provision for income taxes and, in particular, any valuation allowance that is recorded against our deferred tax assets. The methodology for determining the realizability of deferred tax assets includes consideration of taxable income in prior carryback year(s), if carryback is permitted under the tax law, as well as consideration of the reversal of deferred tax liabilities that are in the same period and jurisdiction and are of the same character as the temporary differences that gave rise to the deferred tax assets. Our methodology also includes estimates of future taxable income from operations, as well as the expiration dates and amounts of carryforwards related to net operating losses and capital losses. These estimates are projected through the life of the related deferred tax assets based on assumptions that we believe to be reasonable and consistent with demonstrated operating results. Changes in future operating results not currently forecasted may have a significant impact on the realization of deferred tax assets. Valuation allowances are provided when it is determined that it is more likely than not that the benefit of deferred tax assets will not be realized. 35 Table of Contents Contingent Consideration We periodically enter into contingent payment arrangements in connection with our business combinations or asset purchases. In contingent payment arrangements, we agree to pay additional transaction consideration to the seller based on future performance. We estimate the value of future payments of these potential future obligations at the time a business combination or asset purchase is consummated. Liabilities under contingent payment arrangements are recorded within contingent consideration on the Consolidated Balance Sheets. Contingent payment obligations related to business combinations are remeasured at fair value each reporting date using a simulation model with the assistance of an independent valuation firm and approved by management (level 3 fair value measurement). The change in fair value is recorded in the current period as a gain or loss. Gains and losses resulting from changes in the fair value of contingent payment obligations are reflected within change in fair value of contingent consideration on the Consolidated Statements of Operations. Contingent payment obligations related to our asset purchases, if estimable and probable of payment, are initially recorded at their estimated value and reviewed every reporting period for changes. Any changes to the estimated value are recorded as an update of the initial acquisition cost of the asset with a corresponding change to the estimated contingent payment obligation on the Consolidated Balance Sheets. Loss Contingencies The likelihood that a loss contingency exists is evaluated using the criteria of ASC 450, Contingencies, and an accrued liability is recorded if the likelihood of a loss is considered both probable and reasonably estimable at the date of the consolidated financial statements. We believe that we have considered relevant circumstances that we may be currently subject to, and the consolidated financial statements accurately reflect our reasonable estimate of the results of our operations, financial condition and cash flows for the years presented.