Item 7. Management’s Discussion and Analysis
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 and individual brand, as well as from select unaffiliated subadvisers for certain of our retail funds. 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 from 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 and quantitative). Our retail products include open-end funds, 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 principally through financial intermediaries. We have broad distribution access in the U.S. 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 additional teams for ETFs and the retirement and insurance channels. 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 experience fluctuation, volatility and declines, which impact investment returns and asset flows of our investment offerings 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 decreased in value in 2022, as evidenced by decreases in major indices as noted in the following table:
December 31, As of Change
Index 2022 2021 %
MSCI World Index 2,603 3,232 (19.5) %
Standard & Poor's 500 Index 3,840 4,766 (19.4) %
Russell 2000 Index 1,761 2,245 (21.6) %
Morningstar / LSTA Leveraged Loan Index 2,406 2,420 (0.6) %
Financial Highlights
▪ Net income per diluted share was $15.50 in 2022, a decrease of $10.51, or 40.4%, as compared to net income per diluted share of $26.01 in 2021.
▪ Total sales were $30.3 billion in 2022, a decrease of $6.2 billion, or 17.0%, from $36.5 billion in 2021. Net flows were $(13.4) billion in 2022 compared to $3.5 billion in 2021.
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▪ Assets under management were $149.4 billion at December 31, 2022, a decrease of $37.8 billion, or 20.2%, from $187.2 billion at December 31, 2021.
AlphaSimplex
On October 19, 2022, the Company entered into an agreement to acquire AlphaSimplex Group, LLC ("AlphaSimplex"), a leading manager of liquid alternative investment solutions. Under the agreement, the Company would acquire 100% of AlphaSimplex for $130.0 million at closing, which includes deferred retention incentives for management. The transaction is expected to close near the end of the first quarter of 2023, subject to customary closing conditions, necessary regulatory approvals, and client approvals, including approvals by the fund boards and fund shareholders.
Stone Harbor Investment Partners
On January 1, 2022, the Company acquired 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.
Westchester Capital Management
On October 1, 2021, the Company acquired Westchester Capital Management, LLC ("Westchester"), a recognized leader in global event-driven strategies with $5.1 billion of assets under management at September 30, 2021.
Fund Adoption and NFJ Investment Group
On February 1, 2021, the Company executed an agreement with Allianz Global Investors U.S. LLC ("AGI"), 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 AGI's open-end, closed-end, institutional and retail separate account assets.
Assets Under Management
At December 31, 2022, total assets under management were $149.4 billion, representing a decrease of $37.8 billion, or 20.2%, from December 31, 2021. The change in total assets under management from December 31, 2021 included $37.1 billion of negative market performance and $13.4 billion of net outflows partially offset by $14.7 billion in assets under management from the addition of Stone Harbor.
Assets Under Management by Product
The following table summarizes our assets under management by product:
As of December 31, As of Change
(in millions) 2022 2021 2022 vs.
2021 %
Open-End Funds (1) $ 53,000 $ 78,706 $ (25,706) (32.7) %
Closed-End Funds 10,361 12,068 (1,707) (14.1) %
Retail Separate Accounts 35,352 44,538 (9,186) (20.6) %
Institutional Accounts (2) 50,663 51,874 (1,211) (2.3) %
Total Assets Under Management $ 149,376 $ 187,186 $ (37,810) (20.2) %
Average Assets Under Management (3) $ 166,795 $ 172,841 $ (6,046) (3.5) %
(1) Represents assets under management of U.S. retail funds, global funds, ETFs and variable insurance funds.
(2) Represents assets under management of institutional separate and commingled accounts including structured products.
(3) Averages are calculated as follows:
– Funds - average daily or weekly balances
– Retail Separate Accounts - average of prior-quarter ending balances
– Institutional Accounts - average of month-end balances
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The following table summarizes asset flows by product:
Asset Flows by Product
Years Ended December 31,
(in millions) 2022 2021
Open-End Funds (1)
Beginning balance $ 78,706 $ 51,608
Inflows 13,985 19,158
Outflows (28,549) (21,525)
Net flows (14,564) (2,367)
Market performance (15,113) 6,308
Other (2) 3,971 23,157
Ending balance $ 53,000 $ 78,706
Closed-End Funds
Beginning balance $ 12,068 $ 5,914
Inflows 191 22
Outflows — —
Net flows 191 22
Market performance (1,346) 1,223
Other (2) (552) 4,909
Ending balance $ 10,361 $ 12,068
Retail Separate Accounts
Beginning balance $ 44,538 $ 29,751
Inflows 5,710 9,215
Outflows (6,440) (4,085)
Net flows (730) 5,130
Market performance (8,456) 6,124
Other (2) — 3,533
Ending balance $ 35,352 $ 44,538
Institutional Accounts (3)
Beginning balance $ 51,874 $ 44,921
Inflows 10,407 8,101
Outflows (8,747) (7,404)
Net flows 1,660 697
Market performance (12,168) 5,697
Other (2) 9,297 559
Ending balance $ 50,663 $ 51,874
Total
Beginning balance $ 187,186 $ 132,194
Inflows 30,293 36,496
Outflows (43,736) (33,014)
Net flows (13,443) 3,482
Market performance (37,083) 19,352
Other (2) 12,716 32,158
Ending balance $ 149,376 $ 187,186
(1) Represents assets under management of U.S. retail funds, global funds, ETFs and variable insurance funds.
(2) Represents open-end and closed-end fund distributions net of reinvestments, the net change in assets from cash management strategies, and the impact of non-sales related activities such as asset acquisitions/(dispositions), seed capital investments/(withdrawals), current income or capital returned by structured products and the use of leverage.
(3) Represents assets under management of institutional separate and commingled accounts including structured products.
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The following table summarizes our assets under management by asset class:
December 31, Change % of Total
(in millions) 2022 2021 2022 vs.
2021 % 2022 2021
Asset Class
Equity $ 81,894 $ 116,546 $ (34,652) (29.7) % 54.9 % 62.3 %
Fixed Income 36,903 34,261 2,642 7.7 % 24.7 % 18.3 %
Multi-Asset (1) 19,937 24,853 (4,916) (19.8) % 13.3 % 13.3 %
Alternatives (2) 10,642 11,526 (884) (7.7) % 7.1 % 6.1 %
Total $ 149,376 $ 187,186 $ (37,810) (20.2) % 100.0 % 100.0 %
(1) Includes strategies with substantial holdings in at least two of the following asset classes: equity, fixed income and alternatives.
(2) 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) (3)
2022 2021 2022 2021
Products
Open-End Funds (1) 46.6 46.9 $ 64,046 $ 74,774
Closed-End Funds 57.4 55.8 11,132 11,352
Retail Separate Accounts 42.8 44.6 38,498 37,867
Institutional Accounts (2) 31.4 32.2 53,120 48,849
All Products 41.6 42.9 $ 166,795 $ 172,841
(1) Represents assets under management of U.S. retail funds, global funds, ETFs and variable insurance funds.
(2) Represents assets under management of institutional separate and commingled accounts including structured products.
(3) Averages are calculated as follows:
– Funds - average daily or weekly balances
– Retail Separate Accounts - prior-quarter ending balances
– Institutional Accounts - 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 consolidated 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, an average of current quarter’s asset values or 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 for 2022 on all products decreased by 1.3 basis points compared to the prior year primarily due to a lower proportion of assets under management in equity products as a result of negative equity markets in the year partially offset by a higher proportion of alternative assets.
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Investment Performance
The following table presents a summary of investment performance by asset class measured by the percentage of assets under management exceeding their relevant benchmarks as of December 31, 2022:
Percentage of Assets Under Management
Beating Benchmark (2)
Asset Class (1) 3-Year 5-Year 10-Year
Equity 50% 67% 65%
Fixed Income 65% 49% 54%
Alternatives 94% 95% 92%
(1) Excludes non-rated funds, closed-end funds, private client accounts, structured products and certain other multi-asset strategies.
(2) Percentage beating benchmark is reported as the percentage of assets under management that have outperformed benchmarks across the indicated periods. Performance is presented on an average annual total return basis for products with a three-, five-, and/or ten-year track record, is net of fees and is measured on a consistent basis relative to the most appropriate benchmarks. Benchmark indices are unmanaged, their returns do not reflect any fees, expenses or sales charges, and they are not available for direct investment. Past performance is not indicative of future results.
As of December 31, 2022, 34 of 77, or 44%, of our rated U.S. retail funds received an overall rating of 4 or 5 stars representing 57% of our total U.S. retail fund assets under management (1) . By comparison, 32.5% of Morningstar's fund population is given a 4 or 5 star rating (2) .
(1) Assets under management excludes non-rated funds. Based on institutional-class shares, except for funds without I shares, for which shares were used, or if A share rating is higher than I shares. Past performance is not indicative of future results.
(2) Morningstar ratings are based on risk-adjusted returns. Strong ratings are not indicative of positive fund performance.
Results of Operations - December 31, 2022 compared to December 31, 2021
A discussion of our results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020 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, 2021 , which specific discussion is incorporated herein by reference.
Summary Financial Data
Years Ended December 31, Change
(in thousands) 2022 2021 2022 vs.
2021 %
Investment management fees $ 728,339 $ 781,585 $ (53,246) (6.8) %
Other revenue 158,040 197,649 (39,609) (20.0) %
Total revenues 886,379 979,234 (92,855) (9.5) %
Total operating expenses 688,919 653,746 35,173 5.4 %
Operating income (loss) 197,460 325,488 (128,028) (39.3) %
Other income (expense), net (51,938) 6,376 (58,314) (914.6) %
Interest income (expense), net 18,366 21,806 (3,440) (15.8) %
Income (loss) before income taxes 163,888 353,670 (189,782) (53.7) %
Income tax expense (benefit) 57,260 90,835 (33,575) (37.0) %
Net income (loss) 106,628 262,835 (156,207) (59.4) %
Noncontrolling interests 10,913 (54,704) 65,617 (119.9) %
Net Income (Loss) Attributable to Virtus Investment Partners, Inc. $ 117,541 $ 208,131 $ (90,590) (43.5) %
Earnings (loss) per share-diluted $ 15.50 $ 26.01 $ (10.51) (40.4) %
In 2022, total revenues decreased $92.9 million, or 9.5%, to $886.4 million from $979.2 million in 2021 primarily as a result of lower average assets under management due to negative market performance and net outflows partially offset by the addition of assets under management from Stone Harbor and Westchester. Operating income decreased by $128.0 million, or 39.3%, to $197.5 million in 2022 from $325.5 million in 2021 due to the previously mentioned factors.
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Revenues
Revenues by source were as follows:
Years Ended December 31, Change
(in thousands) 2022 2021 2022 vs.
2021 %
Investment management fees
Open-end funds $ 335,585 $ 395,152 $ (59,567) (15.1) %
Closed-end funds 63,841 63,301 540 0.9 %
Retail separate accounts 171,509 174,919 (3,410) (1.9) %
Institutional accounts 157,404 148,213 9,191 6.2 %
Total investment management fees 728,339 781,585 (53,246) (6.8) %
Distribution and service fees 67,518 90,555 (23,037) (25.4) %
Administration and shareholder service fees 85,862 102,531 (16,669) (16.3) %
Other income and fees 4,660 4,563 97 2.1 %
Total revenues $ 886,379 $ 979,234 $ (92,855) (9.5) %
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 decreased by $53.2 million, or 6.8%, for the year ended December 31, 2022, due to lower average assets under management and a lower average fee rate.
Distribution and Service Fees
Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution services. Distribution and service fees decreased by $23.0 million, or 25.4%, for the year ended December 31, 2022, primarily due to lower sales for open-end funds in share classes that have sales-based distribution and service fees.
Administration and Shareholder Service Fees
Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our U.S. retail funds, ETFs and certain closed-end funds. Fund administration and shareholder service fees decreased by $16.7 million, or 16.3%, for the year ended December 31, 2022 compared to the prior year, primarily due to the decrease in average assets under management for our open- and closed-end funds during the period as a result of market performance and net outflows in our open-end funds.
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 modestly during the year ended December 31, 2022 compared to the prior year.
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Operating Expenses
Operating expenses by category were as follows:
Years Ended December 31, Change
(in thousands) 2022 2021 2022 vs.
2021 %
Operating expenses
Employment expenses $ 371,259 $ 358,230 $ 13,029 3.6 %
Distribution and other asset-based expenses 112,612 141,039 (28,427) (20.2) %
Other operating expenses 126,178 90,134 36,044 40.0 %
Other operating expenses of CIP 4,408 3,562 846 23.8 %
Change in fair value of contingent consideration 8,020 12,400 (4,380) (35.3) %
Restructuring expense 4,015 — 4,015 100.0 %
Depreciation expense 3,923 3,900 23 0.6 %
Amortization expense 58,504 44,481 14,023 31.5 %
Total operating expenses $ 688,919 $ 653,746 $ 35,173 5.4 %
Employment Expenses
Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses of $371.3 million increased $13.0 million, or 3.6%, from the prior year primarily due to the addition of Stone Harbor and Westchester and increased salary expense partially offset by a decrease in 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 decreased $28.4 million, or 20.2%, compared to the prior year primarily due to lower sales and a decrease in assets under management in share classes that have sales- and asset-based distribution and other asset-based expenses.
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 $36.0 million, or 40.0%, for the year ended December 31, 2022 as compared to the prior year primarily due to the addition of Stone Harbor and Westchester, as well as higher travel and related expenses.
Other Operating Expenses of CIP
Other operating expenses of CIP increased $0.8 million, or 23.8%, for the year ended December 31, 2022 compared to the prior year primarily due to the costs associated with the issuance of a new CLO in the current year that did not occur in the prior year.
Restructuring Expense
Restructuring expense consists primarily of costs incurred during the year ended December 31, 2022 related to the write-down of right-of-use assets for a lease in conjunction with the consolidation of certain office space.
Change in Fair Value of Contingent Consideration
Contingent consideration related to the NFJ, Westchester and Stone Harbor transactions are remeasured at fair value each reporting date taking into consideration changes in various estimates, including underlying performance estimates, 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 decrease in the change in fair value of contingent consideration of $4.4 million in 2022 compared to the prior year was primarily attributable to future revenue projections and the time value of money.
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Depreciation Expense
Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense remained consistent in 2022 compared to the prior year.
Amortization Expense
Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense increased $14.0 million, or 31.5%, for the year ended December 31, 2022 compared to the prior year due to the additional amortization associated with the acquisitions of Stone Harbor and Westchester.
Other Income (Expense), net
Other Income (Expense), net by category were as follows:
Years Ended December 31, Change
(in thousands) 2022 2021 2022 vs.
2021 %
Other Income (Expense)
Realized and unrealized gain (loss) on investments, net $ (12,489) $ 3,907 $ (16,396) (419.7) %
Realized and unrealized gain (loss) of CIP, net (39,296) (1,761) (37,535) 2,131.5 %
Other income (expense), net (153) 4,230 (4,383) (103.6) %
Total Other Income (Expense), net $ (51,938) $ 6,376 $ (58,314) (914.6) %
Realized and Unrealized Gain (Loss) on Investments, net
Realized and unrealized gain (loss) on investments, net changed during the year ended December 31, 2022 by $16.4 million, as compared to the prior year. The realized and unrealized gains and losses during the year ended December 31, 2022 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 $37.5 million compared to the prior year. The change for the current year consisted primarily of net realized and unrealized losses of $140.5 million due to changes in market values of leveraged loans, partially offset by unrealized gains of $103.0 million related to the value of the notes payable.
Other Income (Expense), net
Other income (expense), net decreased by $4.4 million during the year ended December 31, 2022 compared to the prior year primarily due to lower equity method investment income during the current year.
Interest Income (Expense), net
Interest Income (Expense), net by category were as follows:
Years Ended December 31, Change
(in thousands) 2022 2021 2022 vs.
2021 %
Interest Income (Expense)
Interest expense $ (13,173) $ (9,240) $ (3,933) 42.6 %
Interest and dividend income 4,448 1,364 3,084 226.1 %
Interest and dividend income of investments of CIP 107,325 90,080 17,245 19.1 %
Interest expense of CIP (80,234) (60,398) (19,836) 32.8 %
Total Interest Income (Expense), net $ 18,366 $ 21,806 $ (3,440) (15.8) %
Interest Expense
Interest expense increased $3.9 million, or 42.6%, for the year ended December 31, 2022 compared to the prior year primarily due to higher interest rates on our debt.
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Interest and Dividend Income
Interest and dividend income is earned on cash equivalents and our marketable securities. Interest and dividend income increased $3.1 million, or 226.1%, compared to the prior year due to higher average investment balances and higher interest rates during the current year compared to the prior year.
Interest and Dividend Income of Investments of CIP
Interest and dividend income of investments of CIP increased $17.2 million, or 19.1%, compared to the prior year primarily due to higher average interest rates in the current year and the addition of a new CLO in the current year.
Interest Expense of CIP
Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP increased by $19.8 million, or 32.8%, compared to the prior year primarily due to higher average interest rates during the current year and the addition of a new CLO in the current year.
Income Tax Expense (Benefit)
The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 34.9% and 25.7% for 2022 and 2021, respectively. The higher estimated effective tax rate for 2022 was primarily due to valuation allowances recorded in the current year for the tax effects of unrealized losses on certain Company investments.
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 percentage of assets under management.
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) 2022 2021 2022 vs.
2021 %
Balance Sheet Data
Cash and cash equivalents $ 338,234 $ 378,921 $ (40,687) (10.7) %
Investments 100,330 108,890 (8,560) (7.9) %
Contingent consideration 128,400 162,564 (34,164) (21.0) %
Debt 255,025 266,346 (11,321) (4.3) %
Redeemable noncontrolling interests 113,718 138,965 (25,247) (18.2) %
Total equity 822,936 836,627 (13,691) (1.6) %
Years Ended December 31, Change
(in thousands) 2022 2021 2022 vs.
2021 %
Cash Flow Data
Provided by (used in)
Operating activities $ 132,670 $ 665,729 $ (533,059) (80.1) %
Investing activities (27,467) (175,033) 147,566 (84.3) %
Financing activities (102,057) (244,400) 142,343 (58.2) %
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Overview
At December 31, 2022, we had $338.2 million of cash and cash equivalents and $100.3 million of investments, which included $77.0 million of investment securities, compared to $378.9 million of cash and cash equivalents and $108.9 million of investments, which included $80.3 million of investment securities, at December 31, 2021.
Uses of Capital
Our main uses of capital related to operating activities comprise employee compensation and related benefit costs, which include 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 2022 and 2021, we paid approximately $151.6 million and $96.9 million, respectively, in incentive compensation earned during the years ended December 31, 2021 and 2020, 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; and (viii) purchases of affiliate equity interests.
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, 2022, 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.
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 $132.7 million for 2022 decreased by $533.1 million from cash flows provided by operating activities of $665.7 million in 2021 primarily due to a $396.2 million reduction in net sales of investments by CIP and a decrease in accrued compensation and other liability balances 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 $27.5 million for 2022 decreased by $147.6 million from net cash used in investing activities of $175.0 million in 2021. The decrease in cash used in investing activities during 2022 compared to the prior year related to the decrease in cash paid for acquisitions.
Financing Cash Flow
Cash flows from financing activities consist primarily of transactions related to our common shares, issuance and repayment of debt by us and CIP, payments of contingent consideration and changes to noncontrolling interests. Net cash used in financing activities decreased by $142.3 million to net cash outflows of $102.1 million in 2022 compared to net cash outflows of $244.4 million in the prior year. The decrease in the current year was primarily due to a decrease in net borrowings of CIP of $308.8 million partially offset by an increase in contingent consideration payments of $33.0 million and an increase in repurchases of common shares of $32.5 million in the current year.
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Credit Agreement
The Company's credit agreement, as amended (the "Credit Agreement"), comprises (i) a $275.0 million term loan with a seven-year term (the "Term Loan") expiring in September 2028, and (ii) a $175.0 million revolving credit facility with a five-year term expiring in September 2026. During 2022, the Company repaid $12.8 million outstanding under its Term Loan. At December 31, 2022, $261.6 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 Company's Term Loan are presented on the Consolidated Balance Sheet net of related debt issuance costs, which were $6.6 million as of December 31, 2022.
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 will 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 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 in 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
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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 in our Consolidated Balance Sheets at estimated redemption value within redeemable noncontrolling interests, and changes in estimated redemption value of these interests are recorded in 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.
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- and closed-end funds for which we act as the investment manager. The fair value of U.S. retail funds, global funds and variable insurance 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 is determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1.
Equity securities represent securities traded on active markets, 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.
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.
Contingent consideration represents liabilities associated with our business combinations. The estimated fair values are measured using a simulation model using unobservable market data inputs prepared with the assistance of an independent valuation firm. These liabilities are categorized as Level 3.
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
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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.
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. 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. Short sales are recorded on the Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security.
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, 2022, the carrying value of goodwill was $348.8 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, 2022, and no impairment was identified. For purposes of this assessment, we considered various qualitative factors including, but not limited to, certain indicators of fair value (e.g., 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, 2022, 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, 2022, 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, 2022, the carrying value of definite-lived intangible assets was $400.2 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
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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 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 they perform, 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, 2022, 2021 and 2020 were $77.0 million, $115.5 million and $38.6 million, respectively.
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 valuation policies and procedures over the valuation of investments. As of December 31, 2022, our total assets under management by fair value hierarchy level, as defined by ASC 820, were approximately 72.2% Level 1, 27.6% Level 2 and 0.2% Level 3.
Distribution and Service Fees
Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and 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 U.S. retail 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, which 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.
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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.
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.
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.
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