Acadian Asset Management Inc. (AAMI)
SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6282 Investment Advice
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1748824. Latest filing source: 0001628280-26-012856.
Informational only - descriptive public-record data, not investment advice.
Business
Read AAMI's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read AAMI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 563,700,000 | USD | 2025 | 2026-02-27 |
| Net income | 80,000,000 | USD | 2025 | 2026-02-27 |
| Assets | 677,000,000 | USD | 2025 | 2026-02-27 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001748824.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|
| Revenue | 858,000,000 | 905,000,000 | 807,000,000 | 697,900,000 | 417,200,000 | 426,600,000 | 505,600,000 | 563,700,000 | |
| Net income | 4,200,000 | 136,400,000 | 223,900,000 | 286,700,000 | 828,400,000 | 100,600,000 | 65,800,000 | 85,000,000 | 80,000,000 |
| Operating income | 71,000,000 | 83,800,000 | 222,200,000 | 131,700,000 | 145,800,000 | 167,900,000 | 106,000,000 | 135,500,000 | 132,100,000 |
| Diluted EPS | 0.04 | 1.26 | 2.45 | 3.49 | 10.29 | 2.33 | 1.55 | 2.22 | 2.21 |
| Operating cash flow | 139,700,000 | 195,100,000 | -138,500,000 | 90,500,000 | -11,500,000 | 116,800,000 | 68,300,000 | 55,800,000 | -2,400,000 |
| Assets | 1,553,700,000 | 1,419,700,000 | 1,379,200,000 | 714,800,000 | 518,700,000 | 611,400,000 | 703,200,000 | 677,000,000 | |
| Liabilities | 1,377,600,000 | 1,221,300,000 | 994,800,000 | 732,400,000 | 540,300,000 | 561,900,000 | 616,100,000 | 593,000,000 |
Ratios
| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|
| Net margin | 0.49% | 15.07% | 27.74% | 41.08% | 24.11% | 15.42% | 16.81% | 14.19% | |
| Operating margin | 8.28% | 9.26% | 27.53% | 18.87% | 40.24% | 24.85% | 26.80% | 23.43% | |
| Return on assets | 8.78% | 15.77% | 20.79% | 115.89% | 19.39% | 10.76% | 12.09% | 11.82% |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012856; filed 2026-02-27. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012856; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012856; filed 2026-02-27. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012856; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012856; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012856; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012856; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001748824.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2020-Q4 | 2020-12-31 | 170,500,000 | derived Q4 = FY annual - nine-month YTD | ||
| 2021-Q1 | 2021-03-31 | 125,300,000 | reported discrete quarter | ||
| 2022-Q2 | 2022-06-30 | 0.67 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.42 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.28 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 11,400,000 | 0.27 | reported discrete quarter | |
| 2023-Q3 | 2023-09-30 | 107,300,000 | 19,600,000 | 0.46 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 22,800,000 | derived Q4 = FY annual - nine-month YTD | ||
| 2024-Q1 | 2024-03-31 | 105,700,000 | 14,600,000 | 0.37 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 109,000,000 | 11,000,000 | 0.29 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 123,100,000 | 16,900,000 | 0.45 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 167,800,000 | 42,500,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 119,900,000 | 20,100,000 | 0.54 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 127,400,000 | 10,100,000 | 0.28 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 144,200,000 | 15,100,000 | 0.42 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 172,200,000 | 34,700,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 167,000,000 | 24,300,000 | 0.68 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031710; filed 2026-05-07. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031710; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031710; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-031710.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company”, “Acadian Asset Management”, “Acadian” or “AAMI” refer to Acadian Asset Management Inc., and references to “we,” “our” and “us” refer to AAMI and its consolidated subsidiaries. References to “Hold Co” refer to AAMI and its subsidiaries excluding Acadian Asset Management LLC (“Acadian LLC”). Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Quarterly Report on Form 10-Q constitutes either an offer or a solicitation to buy or sell Acadian LLC’s products or services, nor is any such information a recommendation for Acadian LLC’s products or services.
The following discussion of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes which appear in this Quarterly Report on Form 10-Q in Item 1, Financial Statements.
This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” at the end of this Item 2 for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
•Overview provides a brief description of our business. It includes information on our reporting segment, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by strategy, client type and client location, and net flows by segment, client type and client location.
•U.S. GAAP Results of Operations for the Three Months Ended March 31, 2026 and 2025 includes an explanation of changes in our U.S. GAAP revenue, expense and other items for the three months ended March 31, 2026 and 2025, as well as key U.S. GAAP operating metrics.
•Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income attributable to controlling interests and ENI for the three months ended March 31, 2026 and 2025, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key non-GAAP operating metrics. In addition, this section provides segment analysis for our business segment.
•Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Adjusted EBITDA; Future Capital Needs; Borrowings and Long-Term Debt; Other Compensation Liabilities. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
•Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time the policies were applied and estimates were made.
26
Table of Contents
Overview
We are a holding company that operates a systematic investment management business through our majority owned subsidiary, Acadian LLC. Acadian LLC is a leading investment manager that offers institutional investors across the globe access to a diversified array of systematic investment strategies designed to meet a range of risk and return objectives. Notable product lines and capabilities include Emerging Equity, Non-U.S. Equity, Global Equity, Small Cap Equity, Enhanced Equity, Equity Extensions, Systematic Credit, and Alternatives. Acadian LLC comprises our Quant & Solutions reportable segment:
•Quant & Solutions—incorporates strategies that utilize advanced technology to collect and analyze data, aiming to identify mispriced assets and generate attractive risk-adjusted returns for investors; product lines and capabilities include Emerging Equity, Non-U.S. Equity, Global Equity, Small Cap Equity, Enhanced Equity, Equity Extensions, Systematic Credit, and Alternatives. This segment consists of our ownership interest in Acadian LLC.
Hold Co is included within the Unallocated Corporate expenses category.
Under U.S. GAAP, Acadian LLC is consolidated into our financial statements. We may also be required to consolidate Acadian LLC’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third-party clients in those Funds.
The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. The majority of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees when certain accounts differ in relation to relevant benchmarks or exceed required returns. As of March 31, 2026, approximately $22 billion, or 11%, of our AUM was in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation is comprised of variable compensation at both Hold Co and Acadian LLC. Hold Co variable compensation includes discretionary annual bonuses and may be paid in the form of cash or AAMI equity. Acadian LLC variable compensation, calculated as described below, may be awarded in cash, equity, or profit interests.
The arrangement in place with Acadian LLC results in the sharing of economics between us and key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of Acadian LLC’s equity or profit interests distribution to its employees.
Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, typically representing a percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian LLC key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian LLC key employees and ours are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth.
27
Table of Contents
Equity or profit interests owned by Acadian LLC key employees are awarded as part of their variable compensation arrangement. Over time, Acadian LLC key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by key employees forgoing cash bonuses in exchange for the equivalent value in Acadian LLC equity or profit interests. The recycling of equity or profit interests is often facilitated by Hold Co; see “U.S. GAAP Results of Operations — U.S. GAAP Expenses — Compensation and Benefits Expense” for a further discussion. Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth.
In this structure, key employees who are managing the business have incentives to manage for profit, but also to manage the business prudently, in the interest of their clients, and invest for growth, since they will benefit over the long term as both employees and equity holders. In this way, key employees are aligned with the public stockholders to generate profits and growth over time.
How We Measure Performance
We manage our business based on one segment, reflecting how our management assesses the performance of our business.
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and Acadian LLC equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.
ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Acadian LLC equity and profit interests held by key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs and that portion of consolidated Funds which are not attributable to our stockholders.
ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders.
ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Acadian LLC key employee owned
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to the “Company”, “Acadian Asset Management”, “Acadian” or “AAMI” refer to Acadian Asset Management Inc., and references to “we,” “our” and “us” refer to AAMI and its consolidated subsidiaries. References to Hold Co refer to AAMI and its subsidiaries excluding Acadian Asset Management LLC (“Acadian LLC”). Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Annual Report on Form 10-K constitutes either an offer or a solicitation to buy or sell Acadian LLC’s products or services, nor is any such information a recommendation for Acadian LLC’s products or services.
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes which appear in this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data.
This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
•Overview provides a brief description of our business. It includes information on our reporting segment, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by strategy, client type and client location, and net flows by segment, client type and client location.
•U.S. GAAP Results of Operations for the years ended December 31, 2025, 2024 and 2023 includes an explanation of changes in our U.S. GAAP revenue, expense and other items over the last three years as well as key U.S. GAAP operating metrics.
•Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income attributable to controlling interests and ENI for the years ended December 31, 2025, 2024 and 2023, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key non-GAAP operating metrics. In addition, this section provides segment analysis for our business segment.
•Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Working Capital and Long-Term Debt; Borrowings and Debt; Other Compensation Liabilities; Adjusted EBITDA; Future Capital Needs; and Commitments, Contingencies and Off-Balance Sheet Obligations. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
33
•Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time the policies were applied and estimates were made.
Overview
We are a holding company that operates a systematic investment management business through our majority owned subsidiary, Acadian LLC. Acadian LLC offers institutional investors across the globe access to a diversified array of systematic investment strategies designed to meet a range of risk and return objectives. Acadian LLC is a leading systematic investment manager of active equity products. Notable product lines and capabilities include Emerging Equity, Non-U.S. Equity, Global Equity, Small Cap Equity, Enhanced Equity, Equity Extensions, Systematic Credit, and Alternatives. Acadian LLC comprises our Quant & Solutions reportable segment:
•Quant & Solutions—incorporates strategies that utilize advanced technology to collect and analyze data, aiming to identify mispriced assets and generate attractive risk-adjusted returns for investors; portfolios include Emerging Equity, Non-U.S. Equity, Global Equity, Small Cap Equity, Enhanced Equity, Equity Extensions, and Systematic Credit. This segment consists of our ownership interest in Acadian LLC.
Hold Co is included within the Unallocated Corporate expenses category.
Under U.S. GAAP, Acadian LLC is consolidated into our financial statements. We may also be required to consolidate Acadian LLC’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third-party clients in those Funds.
34
The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. The majority of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees when certain accounts differ in relation to relevant benchmarks or exceed required returns. As of December 31, 2025, approximately $23 billion, or 13%, of our AUM was in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation is comprised of variable compensation at both Hold Co and Acadian LLC. Hold Co variable compensation includes discretionary annual bonuses and may be paid in the form of cash or AAMI equity. Acadian LLC variable compensation, calculated as described below, may be awarded in cash, equity, or profit interests.
The arrangement in place with Acadian LLC results in the sharing of economics between us and key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of Acadian LLC’s equity or profit interests distribution to its employees.
Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, typically representing a percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian LLC key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian LLC key employees and ours are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth.
Equity or profit interests owned by Acadian LLC key employees are awarded as part of their variable compensation arrangement. Over time, Acadian LLC key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by key employees forgoing cash bonuses in exchange for the equivalent value in Acadian LLC equity or profit interests. The recycling of equity or profit interests is often facilitated by Hold Co; see “—U.S. GAAP Results of Operations—U.S. GAAP Expenses—Compensation and Benefits Expense” for a further discussion. Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth.
In this structure, key employees who are managing the business have incentives to manage for profit, but also to manage the business prudently, in the interest of their clients, and invest for growth, since they will benefit over the long term as both employees and equity holders. In this way, key employees are aligned with the public stockholders to generate profits and growth over time.
35
How We Measure Performance
We manage our business based on one segment, reflecting how our management assesses the performance of our business.
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and Acadian LLC equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.
ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Acadian LLC equity and profit interests held by key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs and that portion of consolidated Funds which are not attributable to our stockholders.
ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders.
ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Acadian LLC key employee owned equity and profit interests, amortization and impairment of acquired intangibles and other acquisition-related items, and certain other non-cash expenses.
“Non-controlling interests” is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Fund that is attributable to the outside investors or clients of the consolidated Fund is included in “Non-controlling interests” in our Consolidated Financial Statements. Conversely, “controlling interests” is the portion of revenue or expense that is attributable to our stockholders.
For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see “—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.”
36
Summary Results of Operations
The following table summarizes our results of operations for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, unless otherwise noted) | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||
| U.S. GAAP Basis | ||||||||||||||||||
| Revenue | $ | 563.7 | $ | 505.6 | $ | 426.6 | $ | 58.1 | $ | 79.0 | ||||||||
| Pre-tax income attributable to controlling interests | 116.6 | 123.9 | 95.2 | (7.3) | 28.7 | |||||||||||||
| Net income attributable to controlling interests | 80.0 | 85.0 | 65.8 | (5.0) | 19.2 | |||||||||||||
| U.S. GAAP operating margin(1) | 23 | % | 27 | % | 25 | % | (337) bps | 195 bps | ||||||||||
| Earnings per share, basic ($) | $ | 2.21 | $ | 2.25 | $ | 1.59 | $ | (0.04) | $ | 0.66 | ||||||||
| Earnings per share, diluted ($) | 2.21 | 2.22 | 1.55 | $ | (0.01) | $ | 0.67 | |||||||||||
| Basic shares outstanding (in millions) | 36.2 | 37.8 | 41.5 | (1.6) | (3.7) | |||||||||||||
| Diluted shares outstanding (in millions) | 36.2 | 38.3 | 42.5 | (2.1) | (4.2) | |||||||||||||
| Economic Net Income Basis(2)(3) | ||||||||||||||||||
| (Non-GAAP measure used by management) | ||||||||||||||||||
| ENI revenue(4) | $ | 549.1 | $ | 502.5 | $ | 423.6 | $ | 46.6 | $ | 78.9 | ||||||||
| Pre-tax economic net income(5) | 163.7 | 146.2 | 103.4 | 17.5 | 42.8 | |||||||||||||
| Adjusted EBITDA | $ | 192.9 | $ | 177.1 | $ | 133.8 | $ | 15.8 | $ | 43.3 | ||||||||
| ENI operating margin(6) | 35 | % | 33 | % | 28 | % | 207 bps | 499 bps | ||||||||||
| Economic net income(7) | 117.6 | 105.8 | 75.7 | 11.8 | 30.1 | |||||||||||||
| ENI diluted EPS ($) | $ | 3.25 | $ | 2.76 | $ | 1.78 | $ | 0.49 | $ | 0.98 | ||||||||
| Other Operational Information | ||||||||||||||||||
| Assets under management (AUM) (in billions) | $ | 177.5 | $ | 117.3 | $ | 103.7 | $ | 60.2 | $ | 13.6 | ||||||||
| Net client cash flows (in billions) | 29.4 | 1.8 | (2.3) | 27.6 | 4.1 |
(1)U.S. GAAP operating margin equals operating income divided by total revenue.
(2)Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.”
(3)Excludes severance-related items of $(1.0) million for the year ended December 31, 2025. Excludes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million, and costs associated with the wind-down of the Multi-Asset Class Strategy, or “MACS” business in the standalone format of $1.3 million for the year ended December 31, 2024. Excludes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million and costs associated with the transfer of an insurance policy from our former parent of $1.3 million for the year ended December 31, 2023.
(4)ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue.
(5)Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP pre-tax income attributable to controlling interests.
(6)ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin is most directly comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds).
37
(7)Economic net income is the non-GAAP measure which is most directly comparable to U.S. GAAP net income attributable to controlling interests.
Assets Under Management
In the first quarter of 2025, we changed the presentation of our AUM. The new presentation reflects better alignment of our view on the business and distribution channels. We made certain reclassifications between strategies, client type and client location groupings to better reflect the underlying AUM. In the AUM tables below, all periods have been reclassified to conform to the new presentation.
Our total assets under management were $177.5 billion, $117.3 billion and $103.7 billion as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
The following table presents our assets under management by strategy as of each of the dates indicated:
| ($ in billions) | December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | ||||||||||||||
| Enhanced Equity | 40.0 | 22.5 | % | 10.8 | 9.2 | % | 4.4 | 4.2 | % | ||||||||||
| Non-U.S. Equity | 38.4 | 21.6 | % | $ | 26.6 | 22.7 | % | $ | 24.6 | 23.7 | % | ||||||||
| Small Cap Equity | 32.8 | 18.5 | % | 25.0 | 21.3 | % | 21.9 | 21.1 | % | ||||||||||
| Global Equity | 22.9 | 12.9 | % | 19.0 | 16.2 | % | 14.5 | 14.0 | % | ||||||||||
| Emerging Markets Equity | 26.0 | 14.7 | % | 18.1 | 15.4 | % | 16.7 | 16.1 | % | ||||||||||
| Other | 17.4 | 9.8 | % | 17.8 | 15.2 | % | 21.6 | 20.9 | % | ||||||||||
| Total assets under management | 177.5 | $ | 117.3 | $ | 103.7 |
The following table shows assets under management by client type as of each of the dates indicated:
| ($ in billions) | December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| Institutional | $ | 144.5 | 81.4 | % | $ | 93.0 | 79.3 | % | $ | 81.7 | 78.8 | % | ||||||||
| Sub-advisory | 16.8 | 9.5 | % | 13.1 | 11.2 | % | 13.6 | 13.1 | % | |||||||||||
| Wealth/Other | 16.2 | 9.1 | % | 11.2 | 9.5 | % | 8.4 | 8.1 | % | |||||||||||
| Total assets under management | $ | 177.5 | $ | 117.3 | $ | 103.7 |
The following table shows assets under management by client location as of each of the dates indicated:
| ($ in billions) | December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| U.S. | $ | 99.5 | 56.1 | % | $ | 74.7 | 63.7 | % | $ | 70.2 | 67.7 | % | ||||||||
| EMEA | 37.7 | 21.2 | % | 16.9 | 14.4 | % | 16.5 | 15.9 | % | |||||||||||
| Asia Pacific | 31.2 | 17.6 | % | 18.8 | 16.0 | % | 11.2 | 10.8 | % | |||||||||||
| Other | 9.1 | 5.1 | % | 6.9 | 5.9 | % | 5.8 | 5.6 | % | |||||||||||
| Total assets under management | $ | 177.5 | $ | 117.3 | $ | 103.7 |
AUM flows
Net client cash flows for all periods include reinvested income and distributions. Reinvested income and distributions represent investment yield that is reinvested back into the portfolios as opposed to distributed as cash.
38
The following table summarizes our asset flows and market appreciation by segment for each of the periods indicated:
| ($ in billions, unless otherwise noted) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| Quant & Solutions | ||||||||||
| Beginning balance | $ | 117.3 | $ | 103.7 | $ | 93.6 | ||||
| Gross inflows | 55.0 | 21.2 | 9.3 | |||||||
| Gross outflows | (29.2) | (22.7) | (15.2) | |||||||
| Reinvested income and distributions | 3.6 | 3.3 | 3.6 | |||||||
| Net flows | 29.4 | 1.8 | (2.3) | |||||||
| Market appreciation (depreciation) | 30.8 | 11.8 | 12.4 | |||||||
| Ending balance | $ | 177.5 | $ | 117.3 | $ | 103.7 | ||||
| Average AUM | $ | 144.3 | $ | 112.3 | $ | 98.4 |
We also analyze our asset flows by client type and client location. Our client types include:
i.Institutional, which includes assets managed for public/government pension funds and other investments, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national investments; also includes corporate and union-sponsored pension plans; and other investments
ii.Sub-advisory, which includes assets managed for third-party mutual funds sponsored by platforms in the U.S. or abroad, where the end client is typically retail;
iii.Wealth/other, which includes assets managed for registered investment advisor clients, private banks, high-net-worth clients, and family offices, defined contribution clients on certain platforms, mutual funds directly sponsored by Acadian LLC, and other assets.
39
The following table summarizes our asset flows by client type for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| Institutional | ||||||||||
| Beginning balance | $ | 93.0 | $ | 81.7 | $ | 74.9 | ||||
| Gross inflows | 46.0 | 15.0 | 5.2 | |||||||
| Gross outflows | (21.5) | (15.5) | (11.1) | |||||||
| Reinvested income and distributions | 2.8 | 2.5 | 2.8 | |||||||
| Net flows | 27.3 | 2.0 | (3.1) | |||||||
| Market appreciation (depreciation) | 24.2 | 9.3 | 9.9 | |||||||
| Ending balance | $ | 144.5 | $ | 93.0 | $ | 81.7 | ||||
| Sub-advisory | ||||||||||
| Beginning balance | $ | 13.1 | $ | 13.6 | $ | 11.8 | ||||
| Gross inflows | 5.3 | 3.0 | 2.2 | |||||||
| Gross outflows | (5.4) | (5.1) | (1.9) | |||||||
| Reinvested income and distributions | 0.4 | 0.4 | 0.5 | |||||||
| Net flows | 0.3 | (1.7) | 0.8 | |||||||
| Market appreciation (depreciation) | 3.4 | 1.2 | 1.0 | |||||||
| Ending balance | $ | 16.8 | $ | 13.1 | $ | 13.6 | ||||
| Wealth / Other | ||||||||||
| Beginning balance | $ | 11.2 | $ | 8.4 | $ | 6.9 | ||||
| Gross inflows | 3.7 | 3.2 | 1.9 | |||||||
| Gross outflows | (2.3) | (2.1) | (2.2) | |||||||
| Reinvested income and distributions | 0.4 | 0.4 | 0.3 | |||||||
| Net flows | 1.8 | 1.5 | — | |||||||
| Market appreciation (depreciation) | 3.2 | 1.3 | 1.5 | |||||||
| Ending balance | $ | 16.2 | $ | 11.2 | $ | 8.4 | ||||
| Total | ||||||||||
| Beginning balance | $ | 117.3 | $ | 103.7 | $ | 93.6 | ||||
| Gross inflows | 55.0 | 21.2 | 9.3 | |||||||
| Gross outflows | (29.2) | (22.7) | (15.2) | |||||||
| Reinvested income and distributions | 3.6 | 3.3 | 3.6 | |||||||
| Net flows | 29.4 | 1.8 | (2.3) | |||||||
| Market appreciation (depreciation) | 30.8 | 11.8 | 12.4 | |||||||
| Ending balance | $ | 177.5 | $ | 117.3 | $ | 103.7 |
40
Our categorization of assets under management by client location includes:
i.U.S.-based clients, where the contracting client is based in the United States, and
ii.Non-U.S.-based clients, where the contracting client is based outside the United States.
The following table summarizes asset flows by client location for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| U.S. | ||||||||||
| Beginning balance | $ | 74.7 | $ | 70.2 | $ | 62.7 | ||||
| Gross inflows | 19.3 | 8.8 | 5.6 | |||||||
| Gross outflows | (16.6) | (13.9) | (9.7) | |||||||
| Reinvested income and distributions | 2.2 | 2.2 | 2.4 | |||||||
| Net flows | 4.9 | (2.9) | (1.7) | |||||||
| Market appreciation (depreciation) | 19.9 | 7.4 | 9.2 | |||||||
| Ending balance | $ | 99.5 | $ | 74.7 | $ | 70.2 | ||||
| Non-U.S. | ||||||||||
| Beginning balance | $ | 42.6 | $ | 33.5 | $ | 30.9 | ||||
| Gross inflows | 35.7 | 12.4 | 3.7 | |||||||
| Gross outflows | (12.6) | (8.8) | (5.5) | |||||||
| Reinvested income and distributions | 1.4 | 1.1 | 1.2 | |||||||
| Net flows | 24.5 | 4.7 | (0.6) | |||||||
| Market appreciation (depreciation) | 10.9 | 4.4 | 3.2 | |||||||
| Ending balance | $ | 78.0 | $ | 42.6 | $ | 33.5 | ||||
| Total | ||||||||||
| Beginning balance | $ | 117.3 | $ | 103.7 | $ | 93.6 | ||||
| Gross inflows | 55.0 | 21.2 | 9.3 | |||||||
| Gross outflows | (29.2) | (22.7) | (15.2) | |||||||
| Reinvested income and distributions | 3.6 | 3.3 | 3.6 | |||||||
| Net flows | 29.4 | 1.8 | (2.3) | |||||||
| Market appreciation (depreciation) | 30.8 | 11.8 | 12.4 | |||||||
| Ending balance | $ | 177.5 | $ | 117.3 | $ | 103.7 |
At December 31, 2025, our total assets under management were $177.5 billion, an increase of $60.2 billion or 51.3%, compared to $117.3 billion at December 31, 2024. The assets under management at December 31, 2024 represented an increase of $13.6 billion or 13.1% compared to $103.7 billion at December 31, 2023. The change in assets under management during the year ended December 31, 2025 reflects net market appreciation of $30.8 billion and net flows of $29.4 billion, including reinvested income and distributions of $3.6 billion. The change in assets under management during the year ended December 31, 2024 reflects net market appreciation of $11.8 billion and net flows of $1.8 billion, including reinvested income and distributions of $3.3 billion. The change in assets under management during the year ended December 31, 2023 reflects net market appreciation of $12.4 billion and net flows of $(2.3) billion, including reinvested income and distributions of $3.6 billion. Market appreciation or depreciation reported in current and prior periods includes changes in equity prices, as well as the impact from exchange rate fluctuations on our foreign denominated AUM. Given a substantial portion of our AUM is denominated in foreign currencies, foreign exchange rate movements during the period can impact AUM when the strength of the U.S. dollar changes relative to other currencies.
41
For the year ended December 31, 2025, our net inflows were highest in company history at $29.4 billion compared to net inflows of $1.8 billion for the year ended December 31, 2024 and net outflows of $(2.3) billion for the year ended December 31, 2023. The change in net flows for the year ended December 31, 2025 was primarily driven by strong gross inflows, which increased to $55.0 billion for the year ended December 31, 2025. The change in net flows for the year ended December 31, 2024 was primarily driven by gross sales, which increased to $21.2 billion for the year ended December 31, 2024. The change in net flows for the year ended December 31, 2023 was primarily due to lower outflows in certain strategies, partly as a result of client-driven asset re-allocations. Reinvested income and distributions of $3.6 billion, $3.3 billion, and $3.6 billion are reflected in the net flows for the years ended December 31, 2025, 2024 and 2023, respectively.
42
U.S. GAAP Results of Operations
For the Years Ended December 31, 2025, 2024 and 2023
Our U.S. GAAP results of operations were as follows for the years ended December 31, 2025, 2024 and 2023.
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions unless otherwise noted) | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||
| U.S. GAAP Consolidated Statements of Operations(1) | ||||||||||||||||||
| Management fees | $ | 517.7 | $ | 431.1 | $ | 373.2 | $ | 86.6 | $ | 57.9 | ||||||||
| Performance fees | 31.4 | 71.4 | 50.4 | (40.0) | 21.0 | |||||||||||||
| Consolidated Funds’ revenue | 14.6 | 3.1 | 3.0 | 11.5 | 0.1 | |||||||||||||
| Total revenue | 563.7 | 505.6 | 426.6 | 58.1 | 79.0 | |||||||||||||
| Compensation and benefits | 313.9 | 265.5 | 217.9 | 48.4 | 47.6 | |||||||||||||
| General and administrative expense | 92.0 | 85.2 | 82.6 | 6.8 | 2.6 | |||||||||||||
| Depreciation and amortization | 16.6 | 18.5 | 17.3 | (1.9) | 1.2 | |||||||||||||
| Consolidated Funds’ expense | 9.1 | 0.9 | 2.8 | 8.2 | (1.9) | |||||||||||||
| Total operating expenses | 431.6 | 370.1 | 320.6 | 61.5 | 49.5 | |||||||||||||
| Operating income | 132.1 | 135.5 | 106.0 | (3.4) | 29.5 | |||||||||||||
| Investment income (loss) | (0.1) | 2.2 | (0.1) | (2.3) | 2.3 | |||||||||||||
| Interest income | 3.7 | 3.5 | 6.1 | 0.2 | (2.6) | |||||||||||||
| Interest expense | (21.7) | (19.4) | (19.6) | (2.3) | 0.2 | |||||||||||||
| Loss on extinguishment of debt | (1.4) | — | — | (1.4) | — | |||||||||||||
| Net consolidated Funds’ investment gains (losses) | 30.6 | 3.9 | 4.1 | 26.7 | (0.2) | |||||||||||||
| Income before taxes | 143.2 | 125.7 | 96.5 | 17.5 | 29.2 | |||||||||||||
| Income tax expense | 36.6 | 38.9 | 29.4 | (2.3) | 9.5 | |||||||||||||
| Net income | 106.6 | 86.8 | 67.1 | 19.8 | 19.7 | |||||||||||||
| Net income attributable to redeemable non-controlling interests in consolidated Funds | 26.6 | 1.8 | 1.3 | 24.8 | 0.5 | |||||||||||||
| Net income attributable to controlling interests | $ | 80.0 | $ | 85.0 | $ | 65.8 | $ | (5.0) | $ | 19.2 | ||||||||
| Basic earnings per share ($) | $ | 2.21 | $ | 2.25 | $ | 1.59 | $ | (0.04) | $ | 0.66 | ||||||||
| Diluted earnings per share ($) | 2.21 | 2.22 | 1.55 | (0.01) | 0.67 | |||||||||||||
| Weighted average shares of common stock outstanding—basic | 36.2 | 37.8 | 41.5 | (1.6) | (3.7) | |||||||||||||
| Weighted average shares of common stock outstanding—diluted | 36.2 | 38.3 | 42.5 | (2.1) | (4.2) | |||||||||||||
| U.S. GAAP operating margin (2) | 23 | % | 27 | % | 25 | % | (337) bps | 195 bps |
(1)Certain Funds have been consolidated due to our seed capital investments in the Funds.
(2)U.S. GAAP operating margin equals operating income divided by total revenue.
43
The following table reconciles our net income attributable to controlling interests to our pre-tax income attributable to controlling interests:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP Consolidated Statements of Operations | ||||||||||
| Net income attributable to controlling interests | $ | 80.0 | $ | 85.0 | $ | 65.8 | ||||
| Add: Income tax expense | 36.6 | 38.9 | 29.4 | |||||||
| Pre-tax income attributable to controlling interests | $ | 116.6 | $ | 123.9 | $ | 95.2 |
U.S. GAAP Revenues
Our U.S. GAAP revenues principally consist of:
i.management fees earned based on our overall weighted average fee rate charged to our clients and the level of assets under management;
ii.performance fees earned when our investment performance over agreed time periods for certain clients has differed from predetermined hurdles; and
iii.revenue from consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Management Fees
Our management fees are a function of the fee rates charged to our clients, which are typically expressed in basis points, and the levels of our assets under management. Our effective management fee rate will vary from period to period based on several factors, including changes in the mix of assets under management caused by market movements and client flows.
Average basis points earned on average assets under management were 35.9 bps for the year ended December 31, 2025, 38.4 bps for the year ended December 31, 2024 and 37.9 bps for the year ended December 31, 2023. The greatest driver of increases or decreases in the average fee rate are changes in the mix of our assets under management caused by net inflows or outflows in certain asset classes, and disproportionate market movements.
Year ended December 31, 2025 compared to year ended December 31, 2024: Management fees increased $86.6 million, or 20.1%, from $431.1 million for the year ended December 31, 2024 to $517.7 million for the year ended December 31, 2025. The increase was mainly driven by higher levels of average assets under management, partly offset by a lower blended fee rate on assets under management due to the change in asset mix in the years ended December 31, 2025 and 2024. Average assets under management increased 28.5%, from $112.3 billion for the year ended December 31, 2024 compared to $144.3 billion for the year ended December 31, 2025, driven by both record net flows and positive equity market in the year ended December 31, 2025. Net flows were mainly driven by gross sales in the lower fee Enhanced strategy. The change in overall blended fee rate was primarily due to the Enhanced strategy, as total Enhanced AUM increased 13% to 23% at the end of 2025.
Year ended December 31, 2024 compared to year ended December 31, 2023: Management fees increased $57.9 million, or 15.5%, from $373.2 million for the year ended December 31, 2023 to $431.1 million for the year ended December 31, 2024. The increase was mainly driven by higher levels of average assets under management and an improvement in blended average basis points on assets under management, due to fee rates on inflows being higher than fee rates on outflows in the years ended December 31, 2024 and 2023. Average assets under management increase 14.1%, from $98.4 billion for the year ended December 31, 2023 compared to $112.3 billion for the year ended December 31, 2024, mainly due to the positive equity market in the year ended December 31, 2024.
44
Performance Fees
Approximately $23 billion, or 13% of our AUM at December 31, 2025, were in accounts with performance fee features in which we participate. Performance fees are typically shared with key employees through various contractual compensation and profit-sharing arrangements.
Year ended December 31, 2025 compared to year ended December 31, 2024: Performance fees decreased $(40.0) million, or (56.0)%, from $71.4 million for the year ended December 31, 2024 to $31.4 million for the year ended December 31, 2025, primarily due to a change in performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
Year ended December 31, 2024 compared to year ended December 31, 2023: Performance fees increased $21.0 million, or 41.7%, from $50.4 million for the year ended December 31, 2023 to $71.4 million for the year ended December 31, 2024, primarily due to strong performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
U.S. GAAP Expenses
Our U.S. GAAP expenses principally consist of:
i.compensation paid to our investment professionals and other employees, including base salary, benefits, sales-based compensation, variable compensation, Acadian LLC key employee distributions, and revaluation of key employee-owned Acadian LLC equity and profit interests;
ii.general and administrative expenses;
iii.depreciation and amortization charges; and
iv.expenses of consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Compensation and Benefits Expense
Our most significant category of expense is compensation and benefits awarded to our employees. The following table presents the components of U.S. GAAP compensation expense for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Fixed compensation and benefits(1) | $ | 102.1 | $ | 97.8 | $ | 93.1 | ||||
| Sales-based compensation(2) | 17.0 | 12.1 | 7.6 | |||||||
| Variable compensation(3) | 125.7 | 122.7 | 112.2 | |||||||
| Acadian LLC key employee distributions(4) | 21.4 | 9.7 | 5.1 | |||||||
| Non-cash Acadian LLC key employee equity revaluations(5) | 47.7 | 23.2 | (0.1) | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 313.9 | $ | 265.5 | $ | 217.9 |
(1)Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided.
45
(2)Sales-based compensation is paid to our sales and distribution teams and represents compensation earned by our sales professionals, paid over a multi-year period, related to revenue earned on new sales. Its variability is based upon the structure of sales-based compensation due on inflows of assets under management and market-based movement in both current and prior periods.
(3)Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, plus Hold Co bonuses. Variable compensation may be paid in the form of cash or non-cash equity or profit interests awards. We have a contractual split of performance fees between Acadian LLC employees and AAMI. Acadian LLC’s share of performance fees, which ranges between 60%-75% of the total, is allocated entirely to variable compensation. The variable compensation earned on performance fees vests over three-years and compensation expense is recognized over that service period. Hold Co variable compensation includes cash and our equity. Equity-based compensation awards typically vest over several years and are recognized as compensation expense over that service period.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Cash variable compensation | $ | 119.8 | $ | 115.8 | $ | 105.9 | ||||
| Amortization of equity-based awards | 5.9 | 6.9 | 6.3 | |||||||
| Total variable compensation(a) | $ | 125.7 | $ | 122.7 | $ | 112.2 |
(a)For the year ended December 31, 2025, $126.7 million of variable compensation expense (of the $125.7 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $(1.0) million. For the year ended December 31, 2024, $122.8 million of variable compensation expense (of the $122.7 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $(1.0) million and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million. For the year ended December 31, 2023, $104.9 million of variable compensation expense (of the $112.2 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $7.3 million.
(4)Acadian LLC key employee distributions represent the share of Acadian LLC profits after variable compensation that is attributable to key employee equity and profit interests holders, according to their ownership interests. Acadian LLC key employee distribution ratio is calculated as Acadian LLC key employee distributions divided by ENI operating earnings. Within Acadian LLC we have a tiered equity structure, where AAMI and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold, the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages.
(5)Non-cash Acadian LLC key employee equity revaluations represent changes in the value of Acadian LLC equity and profit interests held by key employees. These ownership interests may in certain circumstances be repurchased by Hold Co at a value based on a pre-determined fixed multiple of twelve-month earnings and as such a liability is carried on our balance sheet based on the expected cash to be paid. However, any equity or profit interests repurchased by Hold Co can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. The Acadian LLC equity and profit interest plans have been designed to ensure Hold Co is not required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
46
Fluctuations in compensation and benefits expense for the periods presented are discussed below.
Year ended December 31, 2025 compared to year ended December 31, 2024: Compensation and benefits expense increased $48.4 million, or 18.2%, from $265.5 million for the year ended December 31, 2024 to $313.9 million for the year ended December 31, 2025. Fixed compensation and benefits increased $4.3 million, or 4.4%, from $97.8 million for the year ended December 31, 2024 to $102.1 million for the year ended December 31, 2025, primarily reflecting cost of living increases and an increase in the cost of employee benefits. Variable compensation increased $3.0 million, or 2.4%, from $122.7 million for the year ended December 31, 2024 to $125.7 million for the year ended December 31, 2025. The increase was primarily attributable to higher pre-bonus profits in the year ended December 31, 2025, partially offset by lower deferred bonus earned on performance fee revenues in the current year. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Sales-based compensation increased $4.9 million, or 40.5%, from $12.1 million for the year ended December 31, 2024 to $17.0 million for the year ended December 31, 2025, driven by the increase in asset inflows. Acadian LLC key employee distributions increased $11.7 million, or 120.6%, from $9.7 million for the year ended December 31, 2024 to $21.4 million for the year ended December 31, 2025. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earnings and the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $24.5 million in 2025, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability increased $23.2 million for the year ended December 31, 2024, and increased $47.7 million for the year ended December 31, 2025. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the current period is driven by higher earnings period over period, including earnings over the threshold for certain Acadian LLC equity, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates.
Year ended December 31, 2024 compared to year ended December 31, 2023: Compensation and benefits expense increased $47.6 million, or 21.8%, from $217.9 million for the year ended December 31, 2023 to $265.5 million for the year ended December 31, 2024. Fixed compensation and benefits increased $4.7 million, or 5.0%, from $93.1 million for the year ended December 31, 2023 to $97.8 million for the year ended December 31, 2024, primarily reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring at Acadian LLC in late 2023. Variable compensation increased $10.5 million, or 9.4%, from $112.2 million for the year ended December 31, 2023 to $122.7 million for the year ended December 31, 2024. The increase was primarily attributable to higher pre-bonus profits in the year ended December 31, 2024, partially offset by lower restructuring expenses. Sales-based compensation increased $4.5 million, or 59.2%, from $7.6 million for the year ended December 31, 2023 to $12.1 million for the year ended December 31, 2024, driven by higher gross sales in 2024. Acadian LLC key employee distributions increased $4.6 million, or 90.2%, from $5.1 million for the year ended December 31, 2023 to $9.7 million for the year ended December 31, 2024. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the year ended December 31, 2024 was driven by higher operating earnings and the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $23.3 million, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(0.1) million for the year ended December 31, 2023, and increased $23.2 million for the year ended December 31, 2024. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the year ended December 31, 2024 was driven by higher earnings period over period, including earnings over the threshold for certain Acadian LLC equity.
47
General and Administrative Expense
Year ended December 31, 2025 compared to year ended December 31, 2024: General and administrative expense increased $6.8 million, or 8.0%, from $85.2 million for the year ended December 31, 2024 to $92.0 million for the year ended December 31, 2025. The increase was primarily due to higher system, recruiting, portfolio administrative, and consulting costs, partially offset by the impact of foreign currency changes.
Year ended December 31, 2024 compared to year ended December 31, 2023: General and administrative expense increased $2.6 million, or 3.1%, from $82.6 million for the year ended December 31, 2023 to $85.2 million for the year ended December 31, 2024. The increase was primarily due to higher systems, outside services and portfolio administrative costs, our continued investment in growth initiatives and capabilities, partially offset by lower consultant costs.
Depreciation and Amortization Expense
Year ended December 31, 2025 compared to year ended December 31, 2024: Depreciation and amortization expense decreased $(1.9) million, or (10.3)%, from $18.5 million for the year ended December 31, 2024 to $16.6 million for the year ended December 31, 2025. The decrease was primarily attributable to the effect of certain software becoming fully depreciated.
Year ended December 31, 2024 compared to year ended December 31, 2023: Depreciation and amortization expense increased $1.2 million, or 6.9%, from $17.3 million for the year ended December 31, 2023 to $18.5 million for the year ended December 31, 2024. The increase was primarily attributable to additional software and technology investments in the business.
U.S. GAAP Other Non-Operating Items of Income and Expense
Other non-operating items of income and expense consist of:
i.investment income (loss);
ii.interest income;
iii.interest expense; and
iv.loss on extinguishment of debt
Investment Income (loss)
Year ended December 31, 2025 compared to year ended December 31, 2024: Investment income decreased $(2.3) million, from $2.2 million for the year ended December 31, 2024 to $(0.1) million for the year ended December 31, 2025, reflecting a decrease in returns generated by seed capital investments in Funds that are not consolidated by the Company.
Year ended December 31, 2024 compared to year ended December 31, 2023: Investment income increased $2.3 million, from $(0.1) million for the year ended December 31, 2023 to $2.2 million for the year ended December 31, 2024, reflecting an increase in returns generated by seed capital investments due to market appreciation in the year ended December 31, 2024.
Interest Income
Year ended December 31, 2025 compared to year ended December 31, 2024: Interest income increased $0.2 million, from $3.5 million for the year ended December 31, 2024 to $3.7 million for the year ended December 31, 2025. The increase was due to higher average cash balances, slightly offset by a decrease in short-term investment returns in the year ended December 31, 2025.
48
Year ended December 31, 2024 compared to year ended December 31, 2023: Interest income decreased $(2.6) million, from $6.1 million for the year ended December 31, 2023 to $3.5 million for the year ended December 31, 2024. The decrease was due to lower average cash balances and decreases in short-term investment returns in the year ended December 31, 2024.
Interest Expense
Year ended December 31, 2025 compared to year ended December 31, 2024: Interest expense increased $2.3 million, or 11.9%, from $19.4 million for the year ended December 31, 2024 to $21.7 million for the year ended December 31, 2025, primarily due to the $2.7 million of additional interest expense incurred for the year ended December 31, 2025 related to the accelerated amortization of the cash flow hedge associated with the $275 million aggregate principal amount of our 4.80% Senior Notes due July 27, 2026 that we redeemed in December 2025.
Year ended December 31, 2024 compared to year ended December 31, 2023: Interest expense decreased $(0.2) million, or (1.0)%, from $19.6 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024, reflecting lower interest rates in the current year, partially offset by higher balances drawn on the revolving credit facility in the year ended December 31, 2024.
Loss on Extinguishment of Debt
Year ended December 31, 2025 compared to year ended December 31, 2024: Loss on extinguishment of debt was $(1.4) million for the years ended December 31, 2025 as a result of the full redemption of the $275 million aggregate principal amount outstanding of our 4.80% Senior Notes due July 27, 2026. There was no loss on extinguishment of debt for the year ended December 31, 2024.
Year ended December 31, 2024 compared to year ended December 31, 2023: There was no loss on extinguishment of debt for the year ended December 31, 2024 and 2023.
49
U.S. GAAP Income Tax Expense
Our effective tax rate has been impacted by state and local tax obligations, changes in liabilities for uncertain tax positions, tax effects of stock-based compensation, limitations on executive compensation, and the mix of income earned in the United States versus foreign jurisdictions. Our effective tax rate could be impacted in the future by these items as well as further changes in tax laws and regulations in jurisdictions in which we operate.
The American Rescue Plan Act of 2021 ("ARPA"), among other things, includes provisions to expand the IRC Section 162(m) disallowance for deduction of certain compensation paid by publicly held corporations. Effective for tax years starting after December 31, 2026, ARPA expands the limitations to cover the next five most highly compensated employees. On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), was enacted in the United States. The OBBBA includes a broad range of tax reform provisions, including extensions and modifications of certain provisions of the Tax Cuts and Jobs Act, with various effective dates beginning in 2025 through 2027. The OBBBA includes amendments to Internal Revenue Code Section 162(m) that expand the scope of entities and employees considered in determining “covered employees” subject to the limitation on the deductibility of compensation. The OBBBA and ARPA did not have a material impact to the income tax expense during the current period. The Company continues to evaluate the impact of IRC Section 162(m) amendments under the OBBBA and ARPA on future periods, including potential changes in covered employees, compensation structures and related deferred tax balances as additional guidance becomes available.
Year ended December 31, 2025 compared to year ended December 31, 2024: Income tax expense decreased $(2.3) million, from $38.9 million for the year ended December 31, 2024 to $36.6 million for the year ended December 31, 2025. The decrease in income tax expense is primarily related to the decrease in pre-tax income from controlling interests for the year ended December 31, 2025.
Year ended December 31, 2024 compared to year ended December 31, 2023: Income tax expense increased $9.5 million, from $29.4 million for the year ended December 31, 2023 to $38.9 million for the year ended December 31, 2024. The increase in income tax expense is primarily related to the increase in pre-tax income from controlling interests for the year ended December 31, 2024.
U.S. GAAP Consolidated Funds
The net income or loss of all consolidated Funds, excluding any income or loss attributable to seed capital or co-investments we make in the Funds, is included in non-controlling interests in our Consolidated Financial Statements and is not included in net income attributable to controlling interests or in management fees.
Year ended December 31, 2025 compared to year ended December 31, 2024: Consolidated Funds’ revenue increased $11.5 million, from $3.1 million for the year ended December 31, 2024 to $14.6 million for the year ended December 31, 2025. Consolidated Funds’ expense increased $8.2 million, from $0.9 million for the year ended December 31, 2024 to $9.1 million for the year ended December 31, 2025. These movements relate to the underlying activity of our consolidated Funds.
Year ended December 31, 2024 compared to year ended December 31, 2023: Consolidated Funds’ revenue increased $0.1 million from $3.0 million for the year ended December 31, 2023 to $3.1 million for the year ended December 31, 2024. Consolidated Funds’ expense decreased $(1.9) million from $2.8 million for the year ended December 31, 2023 to $0.9 million for the year ended December 31, 2024. These movements relate to the underlying activity of our consolidated Funds.
50
Key U.S. GAAP Operating Metrics
The following table shows our key U.S. GAAP operating metrics for the years ended December 31, 2025, 2024 and 2023. The second, third and fourth metrics below have each been adjusted to eliminate the effect of consolidated Funds to more accurately reflect the economics of our Company.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Numerator: Operating income | $ | 132.1 | $ | 135.5 | $ | 106.0 | ||||
| Denominator: Total revenue | $ | 563.7 | $ | 505.6 | $ | 426.6 | ||||
| U.S. GAAP operating margin(1) | 23.4 | % | 26.8 | % | 24.8 | % | ||||
| Numerator: Total operating expenses(2) | $ | 422.5 | $ | 369.2 | $ | 317.8 | ||||
| Denominator: Management fee revenue | $ | 517.7 | $ | 431.1 | $ | 373.2 | ||||
| U.S. GAAP operating expense / management fee revenue(3) | 81.6 | % | 85.6 | % | 85.2 | % | ||||
| Numerator: Variable compensation | $ | 125.7 | $ | 122.7 | $ | 112.2 | ||||
| Denominator: Operating income before variable compensation and Acadian LLC key employee distributions(2)(4)(5) | $ | 273.7 | $ | 265.7 | $ | 223.1 | ||||
| U.S. GAAP variable compensation ratio(3) | 45.9 | % | 46.2 | % | 50.3 | % | ||||
| Numerator: Acadian LLC key employee distributions | $ | 21.4 | $ | 9.7 | 5.1 | |||||
| Denominator: Operating income before Acadian LLC key employee distributions(2)(4)(5) | $ | 148.0 | $ | 143.0 | $ | 110.9 | ||||
| U.S. GAAP Acadian LLC key employee distributions ratio(3) | 14.5 | % | 6.8 | % | 4.6 | % |
(1)Excluding the effect of Funds’ consolidation in the applicable periods, the U.S. GAAP operating margin would be 23.1% for the year ended December 31, 2025, 26.5% for the year ended December 31, 2024 and 25.0% for the year ended December 31, 2023.
(2)Excludes consolidated Funds’ expense of $9.1 million for the year ended December 31, 2025, $0.9 million for the year ended December 31, 2024 and $2.8 million for the year ended December 31, 2023.
(3)Excludes the effect of Funds’ consolidation for the years ended December 31, 2025, 2024 and 2023.
(4)Excludes consolidated Funds’ revenue of $14.6 million for the year ended December 31, 2025, $3.1 million for the year ended December 31, 2024 and $3.0 million for the year ended December 31, 2023.
51
(5)The following table identifies the components of operating income before variable compensation and Acadian LLC key employee distributions, as well as operating income before Acadian LLC key employee distributions:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Operating income | $ | 132.1 | $ | 135.5 | $ | 106.0 | ||||
| Acadian LLC key employee distributions | 21.4 | 9.7 | 5.1 | |||||||
| Operating (income) loss of consolidated Funds | (5.5) | (2.2) | (0.2) | |||||||
| Operating income before Acadian LLC key employee distributions | $ | 148.0 | $ | 143.0 | $ | 110.9 | ||||
| Variable compensation | 125.7 | 122.7 | 112.2 | |||||||
| Operating income before variable compensation and Acadian LLC key employee distributions | $ | 273.7 | $ | 265.7 | $ | 223.1 |
Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis
As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our management’s view of the underlying economic earnings generated by us. We define economic net income as ENI revenue less (i) ENI operating expenses, (ii) variable compensation, (iii) key employee distributions, (iv) net interest and (v) taxes, each as further discussed in this section. ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI is an important measure to investors because it is used by us to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. It is also an important measure because it assists management in evaluating our operating performance and is presented in a way that most closely reflects the key elements of our profit share operating model with Acadian LLC. For a further discussion of how we use ENI and why ENI is useful to investors, see “—Overview—How We Measure Performance.”
To calculate economic net income, we re-categorize certain line items on our Consolidated Statements of Operations to reflect the following:
•We exclude the effect of Funds’ consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our stockholders.
•We include within management fee revenue any fees paid to the Company by consolidated Funds.
•We treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits.
•We identify separately from operating expenses variable compensation and Acadian LLC key employee distributions, which represent Acadian LLC earnings shared with key employees.
52
We also make the following adjustments to U.S. GAAP results to more closely reflect our economic results:
i.We exclude non-cash expenses representing changes in the value of Acadian LLC equity and profit interests held by key employees. These ownership interests may in certain circumstances be repurchased by Hold Co at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on our balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by Hold Co can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our equity and profit interest plans have been designed to ensure Hold Co is never required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
ii.We exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business.
iii.We exclude capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets.
iv.We exclude seed capital and co-investment gains, losses, and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of our earnings from managing client assets, which therefore differs from earnings generated by our investments, which can be variable from period to period.
v.We include cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP.
vi.We exclude the results of discontinued operations attributable to controlling interests since they are not part of our ongoing business and restructuring costs incurred in continuing operations.
vii.We exclude deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization.
We also adjust our income tax expense to reflect any tax impact of our ENI adjustments.
53
Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Years Ended December 31, 2025, 2024 and 2023
The following table reconciles U.S. GAAP net income attributable to controlling interests to economic net income for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP net income attributable to controlling interests | $ | 80.0 | $ | 85.0 | $ | 65.8 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | 47.7 | 23.2 | (0.1) | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | — | — | — | ||||||
| iii. | Capital transaction costs | 4.6 | 0.3 | 0.3 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings(1) | (4.2) | (2.8) | (1.5) | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 1.0 | 1.5 | 1.5 | ||||||
| vi. | Discontinued operations attributable to controlling interests and restructuring(2) | (1.0) | 1.6 | 9.5 | ||||||
| vii. | ENI tax normalization(3) | 2.3 | 3.1 | 2.4 | ||||||
| Tax effect of above adjustments, as applicable(4) | (12.8) | (6.1) | (2.2) | |||||||
| Economic net income | $ | 117.6 | $ | 105.8 | $ | 75.7 |
(1)The net return on seed/co-investment (gains) losses and financings for the years ended December 31, 2025, 2024 and 2023 are shown in the following table.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Seed/Co-investment (gains) losses | $ | (9.4) | $ | (6.5) | $ | (2.9) | ||||
| Financing costs: | ||||||||||
| Seed/Co-investment average balance | 79.7 | 57.5 | 22.1 | |||||||
| Blended interest rate* | 6.5 | % | 6.5 | % | 6.5 | % | ||||
| Financing costs | 5.2 | 3.7 | 1.4 | |||||||
| Net seed/co-investment (gains) losses and financing | $ | (4.2) | $ | (2.8) | $ | (1.5) |
* The blended rate is based on the weighted average rate of the long-term debt.
(2)For the year ended December 31, 2025, includes severance-related items of $(1.0) million. For the year ended December 31, 2024, includes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million and costs associated with the wind-down of the MACS business in the standalone format of $1.3 million. For the year ended December 31, 2023, includes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million and costs associated with the transfer of an insurance policy from our former parent of $1.3 million.
(3)Includes adjustments of $0.1 million, $(0.3) million and $(0.2) million to remove the tax benefit (expense) resulting from the change in liabilities for uncertain tax positions recorded during the years ended December 31, 2025, 2024 and 2023, respectively.
(4)Reflects the sum of lines (i), (ii), (iii), (iv) and the restructuring component of line (vi) multiplied by the U.S. Federal and State statutory tax rate of 27.3%.
54
The following table reconciles U.S. GAAP net income per share to economic net income per share for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP net income per share | $ | 2.21 | $ | 2.22 | $ | 1.55 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | 1.32 | 0.61 | — | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | — | — | — | ||||||
| iii. | Capital transaction costs | 0.13 | 0.01 | 0.01 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings | (0.12) | (0.07) | (0.04) | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 0.03 | 0.04 | 0.04 | ||||||
| vi. | Discontinued operations and restructuring | (0.03) | 0.03 | 0.21 | ||||||
| vii. | ENI tax normalization | 0.06 | 0.08 | 0.06 | ||||||
| Tax effect of above adjustments | (0.35) | (0.16) | (0.05) | |||||||
| Economic net income per share | $ | 3.25 | $ | 2.76 | $ | 1.78 |
Limitations of Economic Net Income
Economic net income is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. Economic net income is not audited and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of economic net income may differ from similarly titled measures provided by other companies.
Because the calculation of economic net income excludes certain ongoing expenses, including amortization expense and certain compensation costs, it has certain material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings.
ENI Revenues
The following table reconciles U.S. GAAP revenue to ENI revenue for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP Revenue | $ | 563.7 | $ | 505.6 | $ | 426.6 | ||||
| Exclude revenue from consolidated Funds | (14.6) | (3.1) | (3.0) | |||||||
| ENI Revenue | $ | 549.1 | $ | 502.5 | $ | 423.6 |
The following table identifies the components of ENI revenue:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Management fees(1) | $ | 517.7 | $ | 431.1 | $ | 373.2 | ||||
| Performance fees (2) | 31.4 | 71.4 | 50.4 | |||||||
| ENI Revenue | $ | 549.1 | $ | 502.5 | $ | 423.6 |
(1)ENI management fees correspond to U.S. GAAP management fees.
(2)ENI performance fees correspond to U.S. GAAP performance fees.
55
ENI Operating Expenses
The largest difference between U.S. GAAP operating expense and ENI operating expense relates to compensation. As shown in the following reconciliation, we exclude the impact of key employee equity revaluations. Variable compensation and Acadian LLC key employee distributions are also segregated out of U.S. GAAP operating expense in order to align with the manner in which these items are contractually calculated.
The following table reconciles U.S. GAAP operating expense to ENI operating expense for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP operating expense | $ | 431.6 | $ | 370.1 | $ | 320.6 | ||||
| Less: items excluded from economic net income | ||||||||||
| Non-cash key employee equity and profit interest revaluations | (47.7) | (23.2) | 0.1 | |||||||
| Capital transaction costs | — | — | — | |||||||
| Restructuring costs(1) | 1.0 | (1.6) | (9.5) | |||||||
| Funds’ operating expenses | (9.1) | (0.9) | (2.8) | |||||||
| Less: items segregated out of U.S. GAAP operating expense | ||||||||||
| Variable compensation(2) | (126.7) | (122.8) | (104.9) | |||||||
| Acadian LLC key employee distributions | (21.4) | (9.7) | (5.1) | |||||||
| ENI operating expense | $ | 227.7 | $ | 211.9 | $ | 198.4 |
(1)For the year ended December 31, 2025, includes $(1.0) million of severance-related items. For the year ended December 31, 2024, includes $(1.0) million of severance-related items, $1.3 million costs associated with the transfer of an insurance policy from our former parent and $1.3 million of costs associated with the wind-down of the MACS business in the standalone format. For the year ended December 31, 2023, includes $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million costs associated with the transfer of an insurance policy from our former parent.
(2)For the year ended December 31, 2025, excludes $(1.0) million of severance-related items that is included within restructuring costs. For the year ended December 31, 2024, excludes $(1.0) million of severance-related items that is included within restructuring costs and $0.9 million of costs associated with the wind-down of the MACS business in the standalone format that is included within restructuring costs. For the year ended December 31, 2023, excludes variable compensation related to severance of $7.3 million that is included within restructuring costs.
56
The following table identifies the components of ENI operating expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Fixed compensation & benefits(1) | $ | 102.1 | $ | 97.8 | $ | 93.1 | ||||
| General and administrative expenses(2) | 109.0 | 96.0 | 88.0 | |||||||
| Depreciation and amortization | 16.6 | 18.1 | 17.3 | |||||||
| ENI operating expense | $ | 227.7 | $ | 211.9 | $ | 198.4 |
(1)Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation and benefits expense to ENI fixed compensation and benefits expense for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 313.9 | $ | 265.5 | $ | 217.9 | ||||
| Non-cash key employee equity and profit interest revaluations excluded from ENI | (47.7) | (23.2) | 0.1 | |||||||
| Sales-based compensation reclassified to ENI general & administrative expenses | (17.0) | (12.1) | (7.6) | |||||||
| Acadian LLC key employee distributions | (21.4) | (9.7) | (5.1) | |||||||
| Restructuring expenses(a) | 1.0 | 0.1 | (7.3) | |||||||
| Variable compensation | (126.7) | (122.8) | (104.9) | |||||||
| ENI fixed compensation and benefits | $ | 102.1 | $ | 97.8 | $ | 93.1 |
(a)Reflects $(1.0) million of severance-related items for the year ended December 31, 2025. Reflects $(1.0) million of severance-related items and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million for the year ended December 31, 2024. Reflects $7.3 million of severance-related costs for the year ended December 31, 2023.
(2)The following table reconciles U.S. GAAP general and administrative expense to ENI general and administrative expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP general and administrative expense | $ | 92.0 | $ | 85.2 | $ | 82.6 | ||||
| Sales-based compensation | 17.0 | 12.1 | 7.6 | |||||||
| Restructuring costs(a) | — | (1.3) | (2.2) | |||||||
| ENI general and administrative expense | $ | 109.0 | $ | 96.0 | $ | 88.0 |
(a)Reflects $1.3 million of costs associated with the transfer of an insurance policy from our former parent for the year ended December 31, 2024. Reflects $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million of costs associated with the transfer of an insurance policy from our former parent in the year ended December 31, 2023.
57
Key Non-GAAP Operating Metrics
The following table shows our key non-GAAP operating metrics for the years ended December 31, 2025, 2024 and 2023. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Numerator: ENI operating earnings(1) | $ | 194.7 | $ | 167.8 | $ | 120.3 | ||||
| Denominator: ENI revenue | $ | 549.1 | $ | 502.5 | $ | 423.6 | ||||
| ENI operating margin(2) | 35.5 | % | 33.4 | % | 28.4 | % | ||||
| Numerator: ENI operating expense | $ | 227.7 | $ | 211.9 | $ | 198.4 | ||||
| Denominator: ENI management fee revenue(3) | $ | 517.7 | $ | 431.1 | $ | 373.2 | ||||
| ENI operating expense ratio(4) | 44.0 | % | 49.2 | % | 53.2 | % | ||||
| Numerator: ENI variable compensation | $ | 126.7 | $ | 122.8 | $ | 104.9 | ||||
| Denominator: ENI earnings before variable compensation(1)(5) | $ | 321.4 | $ | 290.6 | $ | 225.2 | ||||
| ENI variable compensation ratio(6) | 39.4 | % | 42.3 | % | 46.6 | % | ||||
| Numerator: Acadian LLC key employee distributions | $ | 21.4 | $ | 9.7 | $ | 5.1 | ||||
| Denominator: ENI operating earnings(1) | $ | 194.7 | $ | 167.8 | $ | 120.3 | ||||
| ENI Acadian LLC key employee distributions ratio(7) | 11.0 | % | 5.8 | % | 4.2 | % |
(1)ENI operating earnings represents ENI earnings before Acadian LLC key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. It differs from economic net income because it does not include the effects of Acadian LLC key employee distributions, net interest expense or income tax expense.
58
The following table reconciles U.S. GAAP operating income (loss) to ENI operating earnings:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP operating income | $ | 132.1 | $ | 135.5 | $ | 106.0 | ||||
| Exclude the impact of: | ||||||||||
| Acadian LLC key employee-owned equity and profit interest revaluations | 47.7 | 23.2 | (0.1) | |||||||
| Goodwill impairment and the amortization of acquired intangible assets | — | — | — | |||||||
| Restructuring costs(a) | (1.0) | 1.6 | 9.5 | |||||||
| Acadian LLC key employee distributions | 21.4 | 9.7 | 5.1 | |||||||
| Variable compensation | 126.7 | 122.8 | 104.9 | |||||||
| Consolidated Funds’ operating income | (5.5) | (2.2) | (0.2) | |||||||
| ENI earnings before variable compensation | 321.4 | 290.6 | 225.2 | |||||||
| Less: ENI variable compensation(b) | (126.7) | (122.8) | (104.9) | |||||||
| ENI operating earnings | 194.7 | 167.8 | 120.3 | |||||||
| Less: ENI Acadian LLC key employee distributions | (21.4) | (9.7) | (5.1) | |||||||
| ENI earnings after Acadian LLC key employee distributions | $ | 173.3 | $ | 158.1 | $ | 115.2 |
(a)The year ended December 31, 2025 includes $(1.0) million of severance-related items. The year ended December 31, 2024 includes $(1.0) million of severance-related items, $1.3 million associated with the transfer of an insurance policy from our former parent and $1.3 million of costs associated with the wind-down of the MACS business in the standalone format. The year ended December 31, 2023 includes $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million associated with the transfer of an insurance policy from our former parent.
(b)The year ended December 31, 2025 excludes $(1.0) million of severance-related items that are included within restructuring costs. The year ended December 31, 2024 excludes $(1.0) million of severance-related items that is included within restructuring costs and $0.9 million of costs associated with the wind-down of the MACS business in the standalone format that is included within restructuring costs. The year ended December 31, 2023 excludes $7.3 million of severance costs that are included within restructuring costs.
(2)The ENI operating margin, which is calculated before Acadian LLC key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business. The ENI operating margin is most comparable to our U.S. GAAP operating margin. Our U.S. GAAP operating margin, excluding the effect of consolidated Funds, was 23.1% for the year ended December 31, 2025, 26.5% for the year ended December 31, 2024 and 25.0% for the year ended December 31, 2023.
The ENI operating margin is important because it gives investors an understanding of the profitability of the total business relative to revenue, irrespective of the ownership position which we have in Acadian LLC. Management and investors use this ratio when comparing our profitability relative to our peer group and evaluating our ability to manage the cost structure and profitability of our business under different operating environments.
(3)ENI management fee revenue corresponds to U.S. GAAP management fee revenue.
59
(4)The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation and benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies because in our profit-sharing economic model, scale benefits both the Acadian LLC employees and our stockholders. The ENI operating expense ratio is most comparable to the U.S. GAAP operating expense / management fee revenue ratio.
(5)ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.
(6)The ENI variable compensation ratio is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is primarily comprised of a contractual percentage of Acadian LLC’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Acadian LLC equity or profit interests. Hold Co variable compensation includes cash and AAMI equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio is calculated as variable compensation divided by ENI earnings before variable compensation. The ENI variable compensation ratio is most comparable to the U.S. GAAP variable compensation ratio.
(7)The ENI Acadian LLC key employee distribution ratio is used by management and is useful to investors to evaluate Acadian LLC key employee distributions as measured against our ENI operating earnings. Acadian LLC key employee distributions represent the share of profits after variable compensation that is attributable to Acadian LLC key employee equity and profit interests holders, according to their ownership interests. It is calculated as Acadian LLC key employee distributions divided by ENI operating earnings. Within Acadian LLC, we have a tiered equity structure, where AAMI and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. The ENI Acadian LLC key employee distributions ratio is most comparable to the U.S. GAAP Acadian LLC key employee distributions ratio.
60
Tax on Economic Net Income
The following table reconciles the United States statutory tax to tax on economic net income:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Pre-tax economic net income(1) | $ | 163.7 | $ | 146.2 | $ | 103.4 | ||||
| Taxes at the U.S. federal and state statutory rates(2) | (44.7) | (39.9) | (28.3) | |||||||
| Other reconciling tax adjustments | (1.4) | (0.5) | 0.6 | |||||||
| Tax on economic net income | (46.1) | (40.4) | (27.7) | |||||||
| Economic net income | $ | 117.6 | $ | 105.8 | $ | 75.7 | ||||
| Economic net income effective tax rate(3) | 28.2 | % | 27.6 | % | 26.8 | % |
(1)Includes interest income and third-party ENI interest expense, as shown in the following table:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| U.S. GAAP interest income | $ | 3.7 | $ | 3.5 | $ | 6.1 | ||||
| U.S. GAAP interest expense | (21.7) | (19.4) | (19.6) | |||||||
| U.S. GAAP net interest expense | (18.0) | (15.9) | (13.5) | |||||||
| Other ENI interest expense exclusions(a) | 8.4 | 4.0 | 1.7 | |||||||
| ENI net interest income (expense) | (9.6) | (11.9) | (11.8) | |||||||
| ENI earnings after Acadian LLC key employee distributions(b) | 173.3 | 158.1 | 115.2 | |||||||
| Pre-tax economic net income | $ | 163.7 | $ | 146.2 | $ | 103.4 |
(a)Other ENI interest expense exclusions represent cost of financing on seed capital and co-investments and amortization of debt issuance costs. Includes $5.2 million for the year ended December 31, 2025 related to the cost of seed and co-investment financing and $3.2 million related to the amortization of debt issuance costs and accelerated amortization of the cash flow hedge resulting from the full redemption of our 4.80% Senior Notes due 2026. Includes $3.7 million related to the cost of seed and co-investment financing and $0.3 million related to the amortization of debt issuance costs for the year ended December 31, 2024. Includes $1.4 million related to the cost of seed and co-investment financing and $0.3 million related to the amortization of debt issuance costs for the year ended December 31, 2023.
(b)ENI earnings after Acadian LLC key employee distributions is calculated as ENI operating income (ENI revenue, less ENI operating expense, less ENI variable compensation), less Acadian LLC key employee distributions. Refer to “—Key Non-GAAP Operating Metrics” for a reconciliation from U.S. GAAP operating income to ENI earnings after Acadian LLC key employee distributions.
(2)Taxed at U.S. Federal and State statutory rate of 27.3%.
(3)The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income.
61
Investments
The value of our seed capital investments was $97.2 million as of December 31, 2025 and $90.3 million as of December 31, 2024, including direct investments in consolidated Funds. Total seed capital investments represents our seed capital invested within Acadian LLC’s investment products. The following table reconciles the investments balance per our Consolidated Balance Sheets to the total value of our seed capital investments as of each of the dates indicated:
| ($ in millions) | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Investments per Consolidated Balance Sheets | $ | 51.2 | $ | 67.9 | ||
| Seed capital investment in consolidated Funds | 83.9 | 70.9 | ||||
| Investments related to long-term incentive compensation plans | (37.9) | (48.5) | ||||
| Total seed capital investments | $ | 97.2 | $ | 90.3 |
Segment Analysis
We operate our business through the following reportable segment:
•Quant & Solutions—incorporates strategies that utilize advanced technology to collect and analyze data, aiming to identify mispriced assets and generate attractive risk-adjusted returns for investors; portfolios include Emerging Equity, Non-U.S. Equity, Global Equity, Small Cap Equity, Enhanced Equity, Equity Extensions, and Systematic Credit. This segment consists of our ownership interest in Acadian LLC.
The corporate holding company (“Hold Co”) is included within the Unallocated Corporate expense category. The Hold Co expenses are not allocated to the Company’s business segment, but the CODM does consider the cost structure of the corporate head office when evaluating the financial performance of our segment. The CODM is the Company’s Chief Executive Officer.
The primary measure used by the CODM in measuring performance and allocating resources to the segment is ENI. ENI is used to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. We define economic net income for the segment as ENI revenue less ENI operating expenses. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses recognized under U.S. GAAP.
ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to the Company by consolidated Funds.
Significant segment ENI expenses include fixed compensation and benefits, variable compensation, Acadian LLC key employee distributions, depreciation and amortization, and general and administrative expense under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Acadian LLC equity and profit interests held by Acadian LLC key employees, capital transaction costs, and restructuring costs.
ENI segment results are also adjusted to exclude consolidated Funds’ revenues, consolidated Funds’ expenses and investment return recorded under U.S. GAAP.
Refer to the reconciliations of U.S. GAAP revenue to ENI revenue, U.S. GAAP Operating expense to ENI Operating expense, variable compensation and Acadian LLC key employee distributions disclosed previously within this section.
62
Segment ENI Revenue
The following table identifies the components of Quant & Solutions segment ENI revenue for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Management fees | $ | 517.7 | $ | 431.1 | $ | 373.2 | ||||
| Performance fees | 31.4 | 71.4 | 50.4 | |||||||
| Segment ENI revenue | $ | 549.1 | $ | 502.5 | $ | 423.6 |
Quant & Solutions Segment ENI Revenue
Year ended December 31, 2025 compared to year ended December 31, 2024: Quant & Solutions ENI revenue increased $46.6 million, or 9.3%, from $502.5 million for the year ended December 31, 2024 to $549.1 million for the year ended December 31, 2025. The increase was attributable to 20.1% higher management fees driven by higher average AUM resulting from positive equity markets and net client cash flows in the past twelve months, offset by (56.0)% lower performance fees, which are variable and are contractually triggered based on investment performance results over agreed upon time period.
Year ended December 31, 2024 compared to year ended December 31, 2023: Quant & Solutions ENI revenue increased $78.9 million, or 18.6%, from $423.6 million for the year ended December 31, 2023 to $502.5 million for the year ended December 31, 2024. The increase was due to 41.7% higher performance fees due to strong performance relative to market in certain strategies in the year ended December 31, 2024, and 15.5% higher management fees resulting from positive equity markets in the past year and an improvement in blended average basis points on assets under management, driven by fee rates from inflows being higher than outflows in the years ended December 31, 2024 and 2023.
Segment ENI Expense
The following table identifies the components of Quant & Solutions segment ENI expenses for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Fixed compensation & benefits | $ | 96.1 | $ | 90.7 | $ | 86.6 | ||||
| Variable compensation | 121.8 | 119.9 | 102.2 | |||||||
| Acadian LLC key employee distributions | 21.4 | 9.7 | 5.1 | |||||||
| Depreciation and amortization | 16.6 | 18.1 | 17.3 | |||||||
| General and administrative expense | 101.6 | 87.9 | 80.3 | |||||||
| Segment ENI expenses | $ | 357.5 | $ | 326.3 | $ | 291.5 |
63
Quant & Solutions Segment ENI Expense
Year ended December 31, 2025 compared to year ended December 31, 2024: Quant & Solutions segment ENI expenses increased $31.2 million, or 10%, from $326.3 million for the year ended December 31, 2024 to $357.5 million for the year ended December 31, 2025. Quant & Solutions segment ENI fixed compensation and benefits expense increased 6.0%, reflecting cost of living increases and an increase in the cost of employee benefits. Quant & Solutions ENI variable compensation expense is based on a contractual percentage of earnings before variable compensation and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Quant & Solutions ENI variable compensation expense increased 1.6% as a result of higher earnings before variable compensation, and changes in deferred compensation expense earned on current and prior year performance fee revenues in the year ended December 31, 2025. Acadian LLC key employee distributions attributable to Quant & Solutions increased 120.6%. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earnings and the leveraged nature of this distribution share. Quant & Solutions ENI general and administrative expense increased 15.6% primarily due to higher sales-based compensation, system, recruiting, portfolio administrative, and consulting costs, partially offset by the impact of foreign currency changes.
Year ended December 31, 2024 compared to year ended December 31, 2023: Quant & Solutions segment ENI expense increased $34.8 million, or 12%, from $291.5 million for the year ended December 31, 2023 to $326.3 million for the year ended December 31, 2024. Quant & Solutions segment ENI fixed compensation and benefits expense increased 4.7%, reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring in late 2023. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Quant & Solutions ENI variable compensation expense increased 17.3%, primarily as a result of higher earnings before variable compensation. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the year ended December 31, 2024 is driven by higher operating earnings and the leveraged nature of this distribution share. Quant & Solutions ENI general and administrative expense increased 9.5%primarily due to higher systems, outside services and portfolio administrative costs, reflecting our continued investment in growth initiatives and capabilities, partially offset by lower consultant costs.
Unallocated corporate expense
The following table identifies unallocated corporate expense for the years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Unallocated corporate expenses(1) | $ | 18.3 | $ | 19.4 | $ | 19.1 |
(1)Unallocated corporate expenses are presented on a U.S. GAAP basis.
64
Year ended December 31, 2025 compared to year ended December 31, 2024: Unallocated corporate expense decreased $(1.1) million, or (5.7)%, from $19.4 million for the year ended December 31, 2024 to $18.3 million for the year ended December 31, 2025. The decrease was driven by lower general and administrative expense, slightly offset by higher compensation and benefits expense.
Year ended December 31, 2024 compared to year ended December 31, 2023: Unallocated corporate expenses increased $0.3 million, or 1.6%, from $19.1 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024. The increase was driven by higher compensation and benefits expense due to cost of living and payroll tax increases, partially offset by lower general and administrative expenses due to a decrease in legal costs.
Capital Resources and Liquidity
Cash Flows
The following table summarizes certain key financial data relating to cash flows. All amounts presented exclude consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Cash provided by (used in)(1) | ||||||||||
| Operating activities | $ | 129.8 | $ | 108.9 | $ | 77.7 | ||||
| Investing activities | 5.3 | (50.1) | (31.4) | |||||||
| Financing activities | (129.2) | (110.4) | (8.1) |
(1)Excludes consolidated Funds.
Our most significant uses of cash include repayment of third-party borrowings and revolving credit facility, share repurchases, third-party interest payments, tax payments, seed capital investments, dividends and compensation and general and administrative expenses.
Comparison for the Years Ended December 31, 2025, 2024 and 2023
Net cash provided by operating activities excluding consolidated Funds increased $20.9 million, from net cash provided of $108.9 million during the year ended December 31, 2024 to net cash provided of $129.8 million during the year ended December 31, 2025. The increase was driven by changes in net income offset by changes in operating asset and liabilities period-over-period, including changes in investment advisory fees receivable and accrued incentive compensation balances.
Net cash provided by operating activities excluding consolidated Funds increased $31.2 million, from net cash provided of $77.7 million during the year ended December 31, 2023 to net cash provided of $108.9 million during the year ended December 31, 2024. The increase was driven by changes in net income offset by changes in operating asset and liabilities period-over-period.
Net cash provided by (used in) investing activities, excluding consolidated Funds, was $5.3 million, $(50.1) million and $(31.4) million for the years ended December 31, 2025, 2024 and 2023, respectively. Fluctuations are driven by the timing of investments and redemptions of seed capital. Net cash received from (used in) the sale and (purchase) of investments was $17.2 million, $(40.2) million and $(17.6) million for the years ended December 31, 2025, 2024 and 2023, respectively.
65
Net cash used in financing activities, excluding consolidated Funds, consists of share repurchases, third-party borrowings, payments made to OM plc, withholding tax payments on stock option exercises and dividend payments. Net cash used in financing activities was $(129.2) million, $(110.4) million and $(8.1) million for the years ended December 31, 2025, 2024 and 2023, respectively. Share repurchases, revolving credit facility borrowing activity and third party borrowing activity were the drivers of the changes in financing activities year over year. We paid $(48.8) million for share repurchases in 2025 compared to $(96.7) million in 2024 and $(3.3) million in 2023. In 2025, we paid down net $(76.1) million against third-party and revolving credit facility borrowings compared to $0.0 million in 2024 and 2023.
Working Capital and Long-Term Debt
The following table summarizes certain key financial data relating to our capital resources and liquid net assets. All amounts presented exclude the non-controlling interest portion of consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | |||||||
| Balance Sheet Data(1) | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 101.2 | $ | 94.8 | 146.8 | |||||
| Investment advisory fees receivable | 178.5 | 164.7 | 143.4 | |||||||
| Investments | 94.1 | 87.5 | 37.9 | |||||||
| Other current assets(2) | 2.9 | 3.0 | 2.7 | |||||||
| Total current assets | 376.7 | 350.0 | 330.8 | |||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued expenses | $ | 37.6 | $ | 37.9 | 39.1 | |||||
| Accrued short-term incentive compensation | 129.9 | 118.6 | 99.3 | |||||||
| Other short-term liabilities(3) | 12.5 | 11.3 | 10.8 | |||||||
| Total current liabilities | 180.0 | 167.8 | 149.2 | |||||||
| Working Capital | $ | 196.7 | $ | 182.2 | $ | 181.6 | ||||
| Long-term notes payable and other debt | $ | 200.0 | 274.3 | $ | 273.9 |
(1)Excludes the non-controlling interest portion of consolidated Funds.
(2)Includes income taxes receivable.
(3)Includes the short-term portion of our lease liability and accrued income taxes payable. Excluded from other short-term liabilities for each of the years presented is an income tax reserve relating to net operating losses that does not represent a current obligation of the Company. Puts related to Acadian LLC equity and profits interests are also excluded on a short-term basis because they are funded through recycling.
Working capital is defined as current assets less current liabilities, excluding the non-controlling interest portion of consolidated Funds. Our net working capital has been positive over the past several years and was $196.7 million at December 31, 2025. Our most significant current liabilities have been accounts payable, accrued compensation expense and the short-term portion of our third-party debt. Accrued compensation expense has primarily consisted of variable compensation accruals made throughout the year based on contractual arrangements. Our cash management practices generally require that working capital be maintained at an appropriate level to meet short-term operational needs at both Acadian LLC and Hold Co. Periodic distributions of Acadian LLC earnings to Hold Co and Acadian LLC key employee equity holders are made according to our distribution policies, with Hold Co having the ability to access surplus cash at Acadian LLC as necessary during interim periods.
66
Borrowings and Debt
The following table summarizes our financing arrangements as of the dates indicated:
| ($ in millions) | December 31, 2025 | December 31, 2024 | Interest rate | Maturity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revolving credit facilities: | ||||||||||||
| $140 million revolving credit facility(1) | $ | — | $ | — | Variable rate | August 29, 2027 | ||||||
| $175 million revolving credit facility | — | — | Variable rate | October 28, 2028 | ||||||||
| Total revolving credit facility | $ | — | $ | — | ||||||||
| Third-party borrowings: | ||||||||||||
| $275 million 4.80% Senior Notes Due July 27, 2026(2) | $ | — | $ | 274.3 | 4.80% | July 27, 2026 | ||||||
| $200 million Delayed Draw Term Loan Due October 28, 2028 | 200.0 | — | Variable rate | October 28, 2028 | ||||||||
| Total third-party borrowings | $ | 200.0 | $ | 274.3 |
(1)On October 28, 2025, Acadian LLC’s $140 million revolving credit facility was terminated and replaced with a new $175 million revolving credit facility.
(2)On December 1, 2025, we completed the full redemption of the $275 million aggregate principal amount outstanding of our 4.80% Senior Notes due 2026. As a result of this transaction, we recorded $(1.4) million of loss on extinguishment of debt within the Consolidated Statements of Operations for the year ended December 31, 2025.
The Delayed Draw Term Loan Credit Agreement and Revolving Credit Agreement
On October 28, 2025 (the “Closing Date), Acadian LLC entered into a Delayed Draw Term Loan Credit Agreement among Acadian LLC, the Lenders from time to time party thereto, and Bank of America, N.A. (“Bank of America”), as the Administrative Agent (the “DDTL Credit Agreement”) and a Revolving Credit Agreement among Acadian LLC, the Lenders from time to time party thereto, Bank of America, as the Administrative Agent and a L/C Issuer and the other L/C Issuers from time to time party thereto (the “Revolving Credit Agreement”).
The DDTL Credit Agreement provides for a delayed draw term loan facility in an aggregate principal amount, as of the Closing Date, of up to $200 million (the “Term Facility”). The term loans mature on October 28, 2028. Subject to certain conditions, Acadian LLC may increase the size of the Term Facility to an aggregate maximum principal amount of $275 million. None of the lenders under the Term Facility are obligated to provide such additional commitments to Acadian LLC.
Loans under the DDTL Credit Agreement bear interest, at Acadian LLC’s option, at a rate per annum equal to (i) Term SOFR for the applicable interest period plus an applicable margin equal to a range of 1.5% to 2.0% depending on Acadian LLC’s consolidated leverage ratio or (ii) an alternate base rate (defined as a rate equal to the highest of (i) the Federal Funds Rate plus 0.5%, (ii) Bank of America’s published “prime rate” and (iii) Term SOFR plus 1.0%) plus an applicable margin equal to a range of 0.5% to 1.0% depending on Acadian LLC’s consolidated leverage ratio.
Financial covenants under the Term Facility include the quarterly maintenance by the Acadian LLC of (i) a maximum Consolidated Net Leverage Ratio (as defined in the DDTL Credit Agreement) of not greater than 2.5x and (ii) a minimum Consolidated Interest Coverage Ratio (calculated as the ratio of Acadian LLC Consolidated EBITDA (as defined in the DDTL Credit Agreement), divided by Acadian LLC interest expense for the four consecutive
67
fiscal quarters ended on or immediately prior to the date of determination) of not less than 4.0x. For purposes of calculating the Consolidated Net Leverage Ratio, the DDTL Credit Agreement refers to Consolidated Funded Indebtedness (as defined in the DDTL Credit Agreement) minus unrestricted cash at Acadian LLC. At December 31, 2025, Acadian LLC’s Leverage Ratio was 0.6x and Acadian LLC’s Interest Coverage Ratio was 85.7x.
The Revolving Credit Agreement provides for senior unsecured revolving credit commitments as of the Closing Date in an aggregate principal amount, as of the Closing Date, of up to $175 million (the “Revolving Facility”). The revolving commitments mature on October 28, 2028. Subject to certain conditions, Acadian LLC may increase the size of the Revolving Facility to an aggregate maximum principal amount of $275 million, which may be established in the form of revolving commitments or term loan commitments. None of the lenders under the Revolving Facility are obligated to provide such additional commitments to Acadian LLC.
Borrowings under the Revolving Credit Agreement bear interest, at Acadian LLC's option, at a rate per annum equal to (i) Term SOFR (as defined in the Revolving Credit Agreement) for the applicable interest period plus an applicable margin equal to a range of 1.5% to 2.0% depending on Acadian LLC’s Consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) an alternate base rate (defined as a rate equal to the highest of (i) the Federal Funds Rate plus 0.5%, (ii) Bank of America's published "prime rate" and (iii) Term SOFR plus 1.0%) plus an applicable margin equal to a range of 0.5% to 1.0% depending on Acadian LLC’s Consolidated Leverage Ratio. The Company is required to pay a commitment fee at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian LLC’s Consolidated Leverage Ratio on the daily undrawn amount of the revolving commitments, and customary letter of credit participation and fronting fees.
As of December 31, 2025, Acadian LLC had unused lines of credit of $172.5 million comprised of undrawn commitments on the Revolving Credit Facility of $175 million less a $2.5 million letter of credit with Bank of America related to one of the Acadian LLC’s current office spaces.
As of December 31, 2025, we were in compliance with the required covenants related to borrowings and debt facilities.
Other Compensation Liabilities
Other compensation liabilities principally consist of cash-settled Acadian LLC equity and profit interests liabilities held by key employees, and voluntary deferred compensation plans. The following table summarizes our other compensation liabilities:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | ||||
| Share-based payments liability | $ | 37.0 | $ | 25.4 | ||
| Profit interests liability | 54.0 | 18.7 | ||||
| Employee equity | 91.0 | 44.1 | ||||
| Voluntary deferral plan liability | 37.9 | 48.4 | ||||
| Total | $ | 128.9 | $ | 92.5 |
68
Share-based payments liability represents the value of Acadian LLC key employee-owned equity that may under certain circumstances be repurchased by us that is considered an equity award under U.S. GAAP based on the terms and conditions attached to these interests. Acadian LLC profit interests liability represents the value of Acadian LLC key employee-owned equity that may under certain circumstances be repurchased by us that is not considered an equity award under U.S. GAAP, but rather a form of compensation arrangement, based on the terms and conditions attached to these interests. Our obligation in any given period in respect of funding these potential repurchases of Acadian LLC equity is limited to only that portion that may be put to us by Acadian LLC key employees, which is typically capped annually under the terms of these arrangements such that we are not required to repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian LLC key employees.
Certain of our employees are eligible to participate in our voluntary deferral plan, or VDP, which provides our senior personnel the opportunity to voluntarily defer a portion of their compensation. There is a voluntary deferral plan investment balance included in investments on the Consolidated Balance Sheets that corresponds to this deferral liability.
Additionally, we have recorded accrued incentive compensation of $129.9 million and $119.6 million on the Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. Included within the accrued incentive compensation balance is the vested portion of our deferred compensation pool. The majority of the deferred compensation pool is based on a contractual percentage of Acadian LLC performance fee revenues and post-bonus profits, and is subject to a three-year vesting period. Compensation expense is recognized over the requisite service period. Unamortized compensation expense related to the unvested portion of the deferred compensation pool of $23.5 million and $9.7 million is expected to be recognized in the years ending December 31, 2026 and 2027, respectively.
For additional discussion of our compensation programs, please refer to the compensation discussions contained within our definitive proxy statement for our 2026 annual meeting of stockholders incorporated herein by reference.
Supplemental Liquidity Measure—Adjusted EBITDA
As supplemental information, we provide information regarding Adjusted EBITDA, which we define as economic net income before net interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP liquidity measure that we provide in addition to, but not as a substitute for, cash flows from operating activities. It should be noted that our calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. We believe Adjusted EBITDA is a useful liquidity metric because it indicates our ability to make further investments in our business, service debt and meet working capital requirements.
69
The following table reconciles our U.S. GAAP net income attributable to controlling interests to EBITDA to Adjusted EBITDA to economic net income for the years ended December 31, 2025, 2024 and 2023:
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2025 | 2024 | 2023 | ||||||
| Net income attributable to controlling interests | $ | 80.0 | $ | 85.0 | 65.8 | ||||
| Net interest expense to third parties | 18.0 | 15.9 | 13.5 | ||||||
| Income tax expense | 36.6 | 38.9 | 29.4 | ||||||
| Depreciation and amortization | 16.6 | 18.5 | 17.3 | ||||||
| EBITDA | $ | 151.2 | $ | 158.3 | 126.0 | ||||
| Non-cash compensation costs, including revaluation of Acadian LLC key employee-owned equity and profit interests | 50.7 | 24.2 | 1.2 | ||||||
| (Gain) loss on seed and co-investments | (9.4) | (6.5) | (2.9) | ||||||
| Restructuring(1) | (1.0) | 1.1 | 9.5 | ||||||
| Capital transaction costs | 1.4 | — | — | ||||||
| Adjusted EBITDA | 192.9 | 177.1 | 133.8 | ||||||
| ENI net interest expense to third parties | (9.6) | (11.9) | (11.8) | ||||||
| Depreciation and amortization(2) | (19.6) | (19.0) | (18.6) | ||||||
| Tax on economic net income | (46.1) | (40.4) | (27.7) | ||||||
| Economic net income | $ | 117.6 | $ | 105.8 | 75.7 |
(1)Included in restructuring for the year ended December 31, 2025 are $(1.0) million of severance-related items. Included in restructuring for the year ended December 31, 2024 are $(1.0) million of severance-related items, $0.9 million costs associated with the wind-down of the MACS business in the standalone format and $1.3 million costs associated with the transfer of an insurance policy from our former parent. Included in restructuring for the year ended December 31, 2023 are $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million of costs associated with the transfer of an insurance policy from our former parent.
(2)Includes non-cash equity-based award amortization expense.
For a full discussion regarding the items excluded from Adjusted EBITDA above and the calculation of economic net income, refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
Limitations of Adjusted EBITDA
As a non-GAAP, unaudited liquidity measure and derivation of EBITDA, Adjusted EBITDA has certain material limitations. It does not include cash costs associated with capital transactions and excludes certain U.S. GAAP expenses that fall outside the definition of EBITDA. Each of these categories of expense represents costs to us of doing business, and therefore any measure that excludes any or all of these categories of expense has material limitations.
Future Capital Needs
We believe that our available cash and cash equivalents to be generated from operations, supplemented by short-term and long-term financing, as necessary, will be sufficient to fund current operations and capital requirements for at least the next twelve months, as well as our day-to-day operations and future investment requirements. Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability, our relative levels of debt and equity and the overall condition of the credit markets.
70
Commitments, Contingencies and Off-Balance Sheet Obligations
Indemnifications
In the normal course of business, we occasionally enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred.
Off-Balance Sheet Obligations
Off-balance sheet arrangements, as defined by the SEC, include certain contractual arrangements pursuant to which a company has an obligation, such as certain contingent obligations, certain guarantee contracts, retained or contingent interests in assets transferred to an unconsolidated entity, certain derivative instruments classified as equity or material variable interests in unconsolidated entities that provide financing, liquidity, market risk or credit risk support. Disclosure is required for any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity or capital resources. We generally do not enter into off-balance sheet arrangements, other than those described in “Contractual Obligations” as well as Note 5 and Note 14 to our Consolidated Financial Statements included in Item 8 herein, “Variable Interest Entities” and “Commitments and Contingencies”, respectively.
Contractual Obligations
We have material future cash requirements from contractual and other obligations relating primarily to third party borrowings, operating lease obligations, and equity and profits interests repurchase obligations.
As of December 31, 2025, we had third party borrowing obligations totaling $200.0 million. This balance consists of the entire principal amount of our Delayed Draw Term Loan, which will become due October 28, 2028. See Note 12 to the Consolidated Financial Statements for additional disclosures pertaining to our third party borrowings.
As of December 31, 2025, we had operating lease payment obligations of $69.8 million. See Note 7 to the Consolidated Financial Statements for a summary of future maturities and additional disclosures pertaining to our operating lease obligations.
As of December 31, 2025, we had contractual obligations with respect to the funding of Acadian LLC equity and profits interests repurchases. Our actual funding of these potential repurchases of Acadian LLC equity and profits interests is limited to only that portion that may be put to us by Acadian LLC key employees or that we decide to call to facilitate succession planning at Acadian LLC, which is typically capped annually such that we do not repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian LLC key employees. Any equity or profits interests repurchased by us are used to fund a portion of variable compensation awards resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. We expect to pay $2.9 million in the next 12 months for these obligations. See Note 11 to the Consolidated Financial Statements for additional information about the Company's equity and profit interest compensation obligations. Historically, repurchases of Acadian LLC equity and profits interests have been funded entirely by the variable compensation pool, resulting in a neutral impact to our cash position.
71
Critical Accounting Policies and Estimates
Our significant accounting policies are disclosed in Item 8, Financial Statements and Supplementary Data - Note 2, “Significant Accounting Policies.” The accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. These accounting policies and estimates are discussed below; however, the additional accounting policy detail in the footnote previously referenced is important to the discussion of each of the topics. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future.
Share-based compensation plans
We recognize the cost of all share-based payments to directors, senior management and employees, including grants of restricted stock and stock options, as compensation expense in the Consolidated Statements of Operations over the respective vesting periods.
Awards made under our equity plans are accounted for as equity-settled, and the grant date fair value is recognized as compensation expense over the requisite service period, with a corresponding contribution to additional paid-in capital. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on our closing share price as quoted on the New York Stock Exchange on the measurement date. For RSU awards with a performance vesting condition, grant date fair value is determined based on our closing share price as quoted on the New York Stock Exchange on the measurement date, and compensation expense is adjusted each period to reflect the probability of achievement of the performance condition throughout the vesting period. For stock options and RSU awards with a market vesting condition, a Monte-Carlo simulation model is used to determine the fair value. Key inputs for the model include: assumed reinvestment of dividends, risk-free interest rate and expected volatility. All excess tax benefits and deficiencies on share-based payment awards are recognized as income tax expense or benefit in the Consolidated Statements of Operations. In addition, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur and excess tax benefits or deficiencies are classified with other income tax cash flows as an operating activity in the Consolidated Statements of Cash Flows. We recognize forfeitures as they occur.
We have compensation arrangements Acadian LLC whereby in exchange for continued service, Acadian LLC equity is either purchased by or granted to key employees and may be repurchased either by Acadian LLC key employees or by us at a future date, subject to service requirements having been met. Awards of equity made to key employees are accounted for as cash-settled, with the fair value recognized as compensation expense over the requisite service period, with a corresponding liability carried within other compensation liabilities on the Consolidated Balance Sheets until the award is settled by us. The fair values of the liabilities are determined with the assistance of third party valuation specialists using discounted cash flow analyses which incorporate assumptions for the forecasted earnings information, growth rates, market risk adjustments, discount rates, when award holders maximize value and post-vesting restrictions. While we believe all assumptions used in determining the fair value of the liabilities are reasonable and appropriate, certain assumptions are subjective and changes in these assumptions could result in different fair value amounts.
Taxation
We file tax returns directly with the U.S., U.K., state tax authorities and in other foreign jurisdictions. These tax returns represent our filing positions within each jurisdiction and settle our tax liabilities. Each jurisdiction has the right to audit those tax returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determinations of our annual provisions are subject to judgments and estimates, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements. As a result, it is likely that additions to, or reductions of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.
72
Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred tax asset, we consider the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryback and carry forward periods, among other factors.
We utilize a specific recognition threshold and measurement attribute for the Consolidated Financial Statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The prescribed two-step process for evaluating a tax position involves first determining whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. If it is, the second step then requires a company to measure this tax position benefit as the largest cumulative amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Unrecognized tax benefits and related interest and penalties are adjusted periodically to reflect changing facts and circumstances.
Recent Accounting Developments
See discussion of Recent Accounting Developments in Note 2 of the accompanying Consolidated Financial Statements.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001748824-25-000016.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to the “Company”, “Acadian Asset Management”, “Acadian” or “AAMI” refer to Acadian Asset Management Inc., and references to “we,” “our” and “us” refer to AAMI and its consolidated subsidiaries. References to Hold Co refer to AAMI and its subsidiaries excluding Acadian Asset Management LLC (“Acadian LLC”). Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Annual Report on Form 10-K constitutes either an offer or a solicitation to buy or sell Acadian LLC’s products or services, nor is any such information a recommendation for Acadian LLC’s products or services.
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes which appear in this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data.
This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
•Overview provides a brief description of our business. It includes information on our reporting segment, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by strategy, client type and client location, and net flows by segment, client type and client location.
•U.S. GAAP Results of Operations for the years ended December 31, 2024, 2023 and 2022 includes an explanation of changes in our U.S. GAAP revenue, expense and other items over the last three years as well as key U.S. GAAP operating metrics.
•Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income attributable to controlling interests and ENI for the years ended December 31, 2024, 2023 and 2022, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key non-GAAP operating metrics. In addition, this section provides segment analysis for our business segment.
•Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Working Capital and Long-Term Debt; Adjusted EBITDA; Future Capital Needs; and Commitments, Contingencies and Off-Balance Sheet Obligations. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
30
•Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time the policies were applied and estimates were made.
Overview
We are a holding company that operates a systematic investment management business through our majority owned subsidiary, Acadian LLC. Acadian LLC offers institutional investors across the globe access to a diversified array of systematic investment strategies designed to meet a range of risk and return objectives. Acadian LLC is a leading systematic investment manager of active equity products, including global, emerging market, international, and small cap equities, as well as credit and alternative strategies. Acadian LLC comprises our Quant & Solutions reportable segment:
•Quant & Solutions—comprised of strategies that leverage cutting-edge technology to gather and analyze data to identify mispriced assets to deliver attractive risk-adjusted returns for investors; portfolios include developed and developing markets for equity, credit and alternative strategies. This segment is comprised of our interest in Acadian LLC.
Hold Co is included within the Unallocated Corporate expenses category.
Under U.S. GAAP, Acadian LLC is consolidated into our financial statements. We may also be required to consolidate Acadian LLC’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third-party clients in those Funds.
31
The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. The majority of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees when certain accounts differ in relation to relevant benchmarks or exceed required returns. Approximately $20 billion, or 17%, of our AUM are in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation is comprised of variable compensation at both Hold Co and Acadian LLC. Hold Co variable compensation includes discretionary annual bonuses and may be paid in the form of cash or AAMI equity. Acadian LLC variable compensation, calculated as described below, may be awarded in cash, equity, or profit interests.
The arrangement in place with Acadian LLC results in the sharing of economics between us and key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of Acadian LLC’s equity or profit interests distribution to its employees.
Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, typically representing a percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian LLC key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian LLC key employees and ours are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth.
Equity or profit interests owned by Acadian LLC key employees are awarded as part of their variable compensation arrangement. Over time, Acadian LLC key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by key employees forgoing cash bonuses in exchange for the equivalent value in Acadian LLC equity or profit interests. The recycling of equity or profit interests is often facilitated by Hold Co; see “—U.S. GAAP Results of Operations—U.S. GAAP Expenses—Compensation and Benefits Expense” for a further discussion. Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth.
In this structure, key employees who are managing the business have incentives to manage for profit, but also to manage the business prudently, in the interest of their clients, and invest for growth, since they will benefit over the long term as both employees and equity holders. In this way, key employees are aligned with the public stockholders to generate profits and growth over time.
32
How We Measure Performance
We manage our business based on one segment, reflecting how our management assesses the performance of our business.
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and Acadian LLC equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.
ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Acadian LLC equity and profit interests held by key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs, and that portion of consolidated Funds which are not attributable to our stockholders.
ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders.
ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Acadian LLC key employee owned equity and profit interests, amortization and impairment of acquired intangibles and other acquisition-related items, and certain other non-cash expenses.
“Non-controlling interests” is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Fund that is attributable to the outside investors or clients of the consolidated Fund is included in “Non-controlling interests” in our Consolidated Financial Statements. Conversely, “controlling interests” is the portion of revenue or expense that is attributable to our stockholders.
For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see “—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.”
33
Summary Results of Operations
The following table summarizes our results of operations for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, unless otherwise noted) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||
| U.S. GAAP Basis | ||||||||||||||||||
| Revenue | $ | 505.6 | $ | 426.6 | $ | 417.2 | $ | 79.0 | $ | 9.4 | ||||||||
| Pre-tax income attributable to controlling interests | 123.9 | 95.2 | 144.8 | 28.7 | (49.6) | |||||||||||||
| Net income attributable to controlling interests | 85.0 | 65.8 | 100.6 | 19.2 | (34.8) | |||||||||||||
| U.S. GAAP operating margin(1) | 27 | % | 25 | % | 40 | % | 195 bps | (1540) bps | ||||||||||
| Earnings per share, basic ($) | $ | 2.25 | $ | 1.59 | $ | 2.39 | $ | 0.66 | $ | (0.80) | ||||||||
| Earnings per share, diluted ($) | 2.22 | 1.55 | 2.33 | $ | 0.67 | $ | (0.78) | |||||||||||
| Basic shares outstanding (in millions) | 37.8 | 41.5 | 42.1 | (3.7) | (0.6) | |||||||||||||
| Diluted shares outstanding (in millions) | 38.3 | 42.5 | 43.2 | (4.2) | (0.7) | |||||||||||||
| Economic Net Income Basis(2)(3) | ||||||||||||||||||
| (Non-GAAP measure used by management) | ||||||||||||||||||
| ENI revenue(4) | $ | 502.5 | $ | 423.6 | $ | 416.8 | $ | 78.9 | $ | 6.8 | ||||||||
| Pre-tax economic net income(5) | 146.2 | 103.4 | 112.0 | 42.8 | (8.6) | |||||||||||||
| ENI operating margin(6) | 33 | % | 28 | % | 32 | % | 499 bps | (385) bps | ||||||||||
| Adjusted EBITDA | $ | 177.1 | $ | 133.8 | $ | 150.1 | $ | 43.3 | $ | (16.3) | ||||||||
| Economic net income(7) | 105.8 | 75.7 | 81.6 | 30.1 | (5.9) | |||||||||||||
| ENI diluted EPS ($) | $ | 2.76 | $ | 1.78 | $ | 1.89 | $ | 0.98 | $ | (0.11) | ||||||||
| Other Operational Information | ||||||||||||||||||
| Assets under management (AUM) excluding discontinued operations at year end (in billions) | $ | 117.3 | $ | 103.7 | $ | 93.6 | $ | 13.6 | $ | 10.1 | ||||||||
| Net client cash flows (in billions) | 1.8 | (2.3) | (3.1) | 4.1 | 0.8 |
(1)U.S. GAAP operating margin equals operating income divided by total revenue.
(2)Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
(3)Excludes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million, and costs associated with the wind-down of the MACS business in the standalone format of $1.3 million for the year ended December 31, 2024. Excludes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million, and costs associated with the transfer of an insurance policy from our former parent of $1.3 million for the year ended December 31, 2023. Excludes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former parent of $1.2 million for the year ended December 31, 2022.
(4)ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue.
(5)Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP pre-tax income attributable to controlling interests.
(6)ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin is most directly comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds).
34
(7)Economic net income is the non-GAAP measure which is most directly comparable to U.S. GAAP net income attributable to controlling interests.
Assets Under Management
Our total assets under management as of December 31, 2024 were $117.3 billion. The following table presents our assets under management as of each of the dates indicated:
| ($ in billions) | December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Acadian LLC | $ | 117.3 | $ | 103.7 | $ | 93.6 |
Our strategies include:
i.Developed Markets, which includes U.S., global and international strategies; and
ii.Developing Markets, which includes investments in the emerging and frontier markets.
The following table presents our assets under management by strategy as of each of the dates indicated:
| ($ in billions) | December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Developed Markets | $ | 91.0 | $ | 80.7 | $ | 73.2 | ||||
| Developing Markets | 26.3 | 23.0 | 20.4 | |||||||
| Total assets under management | $ | 117.3 | $ | 103.7 | $ | 93.6 |
The following table shows assets under management by client type as of each of the dates indicated:
| ($ in billions) | December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| Public/Government | $ | 50.7 | 43.2 | % | $ | 43.7 | 42.1 | % | $ | 39.3 | 42.0 | % | ||||||||
| Commingled Trust/UCITS | 28.0 | 23.9 | % | 25.2 | 24.3 | % | 21.7 | 23.2 | % | |||||||||||
| Corporate/Union | 15.7 | 13.4 | % | 12.0 | 11.6 | % | 13.1 | 14.0 | % | |||||||||||
| Sub-advisory | 10.9 | 9.3 | % | 12.8 | 12.3 | % | 11.8 | 12.6 | % | |||||||||||
| Endowment/Foundation | 3.5 | 3.0 | % | 3.4 | 3.3 | % | 3.1 | 3.3 | % | |||||||||||
| Other | 8.5 | 7.2 | % | 6.6 | 6.4 | % | 4.6 | 4.9 | % | |||||||||||
| Total assets under management | $ | 117.3 | $ | 103.7 | $ | 93.6 |
The following table shows assets under management by client location as of each of the dates indicated:
| ($ in billions) | December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| U.S. | $ | 75.3 | 64.2 | % | $ | 69.9 | 67.4 | % | $ | 62.7 | 67.0 | % | ||||||||
| Europe | 15.9 | 13.6 | % | 16.6 | 16.0 | % | 16.3 | 17.4 | % | |||||||||||
| Asia | 9.5 | 8.1 | % | 4.4 | 4.2 | % | 3.2 | 3.4 | % | |||||||||||
| Australia | 8.6 | 7.3 | % | 6.5 | 6.3 | % | 5.6 | 6.0 | % | |||||||||||
| Other | 8.0 | 6.8 | % | 6.3 | 6.1 | % | 5.8 | 6.2 | % | |||||||||||
| Total assets under management | $ | 117.3 | $ | 103.7 | $ | 93.6 |
35
AUM flows
Net client cash flows for all periods include reinvested income and distributions. Reinvested income and distributions represent investment yield that is reinvested back into the portfolios as opposed to distributed as cash.
The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated:
| ($ in billions, unless otherwise noted) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Quant & Solutions | ||||||||||
| Beginning balance | $ | 103.7 | $ | 93.6 | $ | 117.2 | ||||
| Gross inflows | 21.2 | 9.3 | 11.1 | |||||||
| Gross outflows | (22.7) | (15.2) | (18.0) | |||||||
| Reinvested income and distributions | 3.3 | 3.6 | 3.8 | |||||||
| Net flows | 1.8 | (2.3) | (3.1) | |||||||
| Market appreciation (depreciation) | 11.8 | 12.4 | (20.5) | |||||||
| Ending balance | $ | 117.3 | $ | 103.7 | $ | 93.6 | ||||
| Average AUM | $ | 112.3 | $ | 98.4 | $ | 98.7 |
We also analyze our asset flows by client type and client location. Our client types include:
i.Sub-advisory, which includes assets managed for underlying mutual fund and variable insurance products which are sponsored by insurance companies and mutual fund platforms, where the end client is typically retail;
ii.Institutional, which includes assets managed for public/government pension funds, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national pension funds; also includes corporate and union-sponsored pension plans; and
iii.Retail/other, which includes assets managed for mutual funds sponsored by Acadian LLC, defined contribution plans and accounts managed for high net worth clients.
36
The following table summarizes our asset flows by client type for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Sub-advisory | ||||||||||
| Beginning balance | $ | 12.8 | $ | 11.8 | $ | 14.1 | ||||
| Gross inflows | 1.5 | 1.5 | 1.3 | |||||||
| Gross outflows | (5.0) | (2.1) | (1.8) | |||||||
| Reinvested income and distributions | 0.4 | 0.5 | 0.5 | |||||||
| Net flows | (3.1) | (0.1) | — | |||||||
| Market appreciation (depreciation) | 1.2 | 1.1 | (2.3) | |||||||
| Ending balance | $ | 10.9 | $ | 12.8 | $ | 11.8 | ||||
| Institutional | ||||||||||
| Beginning balance | $ | 84.3 | $ | 77.2 | $ | 97.8 | ||||
| Gross inflows | 17.9 | 6.3 | 8.3 | |||||||
| Gross outflows | (16.3) | (12.5) | (15.1) | |||||||
| Reinvested income and distributions | 2.7 | 2.9 | 3.1 | |||||||
| Net flows | 4.3 | (3.3) | (3.7) | |||||||
| Market appreciation (depreciation) | 9.3 | 10.4 | (16.9) | |||||||
| Ending balance | $ | 97.9 | $ | 84.3 | $ | 77.2 | ||||
| Retail / Other | ||||||||||
| Beginning balance | $ | 6.6 | $ | 4.6 | $ | 5.3 | ||||
| Gross inflows | 1.8 | 1.5 | 1.5 | |||||||
| Gross outflows | (1.4) | (0.6) | (1.1) | |||||||
| Reinvested income and distributions | 0.2 | 0.2 | 0.2 | |||||||
| Net flows | 0.6 | 1.1 | 0.6 | |||||||
| Market appreciation (depreciation) | 1.3 | 0.9 | (1.3) | |||||||
| Ending balance | $ | 8.5 | $ | 6.6 | $ | 4.6 | ||||
| Total | ||||||||||
| Beginning balance | $ | 103.7 | $ | 93.6 | $ | 117.2 | ||||
| Gross inflows | 21.2 | 9.3 | 11.1 | |||||||
| Gross outflows | (22.7) | (15.2) | (18.0) | |||||||
| Reinvested income and distributions | 3.3 | 3.6 | 3.8 | |||||||
| Net flows | 1.8 | (2.3) | (3.1) | |||||||
| Market appreciation (depreciation) | 11.8 | 12.4 | (20.5) | |||||||
| Ending balance | $ | 117.3 | $ | 103.7 | $ | 93.6 |
37
Our categorization of assets under management by client location includes:
i.U.S.-based clients, where the contracting client is based in the United States, and
ii.Non-U.S.-based clients, where the contracting client is based outside the United States.
The following table summarizes asset flows by client location for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| U.S. | ||||||||||
| Beginning balance | $ | 69.9 | $ | 62.7 | $ | 77.1 | ||||
| Gross inflows | 8.6 | 5.4 | 6.0 | |||||||
| Gross outflows | (13.2) | (9.1) | (9.0) | |||||||
| Reinvested income and distributions | 2.1 | 2.4 | 2.6 | |||||||
| Net flows | (2.5) | (1.3) | (0.4) | |||||||
| Market appreciation (depreciation) | 7.9 | 8.5 | (14.0) | |||||||
| Ending balance | $ | 75.3 | $ | 69.9 | $ | 62.7 | ||||
| Non-U.S. | ||||||||||
| Beginning balance | $ | 33.8 | $ | 30.9 | $ | 40.1 | ||||
| Gross inflows | 12.6 | 3.9 | 5.1 | |||||||
| Gross outflows | (9.5) | (6.1) | (9.0) | |||||||
| Reinvested income and distributions | 1.2 | 1.2 | 1.2 | |||||||
| Net flows | 4.3 | (1.0) | (2.7) | |||||||
| Market appreciation (depreciation) | 3.9 | 3.9 | (6.5) | |||||||
| Ending balance | $ | 42.0 | $ | 33.8 | $ | 30.9 | ||||
| Total | ||||||||||
| Beginning balance | $ | 103.7 | $ | 93.6 | $ | 117.2 | ||||
| Gross inflows | 21.2 | 9.3 | 11.1 | |||||||
| Gross outflows | (22.7) | (15.2) | (18.0) | |||||||
| Reinvested income and distributions | 3.3 | 3.6 | 3.8 | |||||||
| Net flows | 1.8 | (2.3) | (3.1) | |||||||
| Market appreciation (depreciation) | 11.8 | 12.4 | (20.5) | |||||||
| Ending balance | $ | 117.3 | $ | 103.7 | $ | 93.6 |
At December 31, 2024, our total assets under management were $117.3 billion, an increase of $13.6 billion or 13.1%, compared to $103.7 billion at December 31, 2023. The assets under management at December 31, 2023 represented an increase of $10.1 billion or 10.8% compared to $93.6 billion at December 31, 2022. The change in assets under management during the year ended December 31, 2024 reflects net market appreciation of $11.8 billion and net flows of $1.8 billion, including reinvested income and distributions of $3.3 billion. The change in assets under management during the year ended December 31, 2023 reflects net market appreciation of $12.4 billion and net flows of $(2.3) billion, including reinvested income and distributions of $3.6 billion. The change in assets under management during the year ended December 31, 2022 reflects net market depreciation of $(20.5) billion and net flows of $(3.1) billion, including reinvested income and distributions of $3.8 billion.
38
For the year ended December 31, 2024, our net inflows were $1.8 billion compared to net outflows of $(2.3) billion for the year ended December 31, 2023 and net outflows of $(3.1) billion for the year ended December 31, 2022. The change in net flows for the year ended December 31, 2024 was primarily driven by gross sales, which increased to $21.2 billion for the year ended December 31, 2024. The change in net flows for the year ended December 31, 2023 was primarily due to lower outflows in certain strategies, partly as a result of client-driven asset re-allocations. The change in net flows for the year ended December 31, 2022 was primarily due to lower outflows in certain strategies, partly as the result of improved relative investment performance in the year ended December 31, 2022. Reinvested income and distributions of $3.3 billion, $3.6 billion, and $3.8 billion are reflected in the net flows for the years ended December 31, 2024, 2023 and 2022, respectively.
39
U.S. GAAP Results of Operations
For the Years Ended December 31, 2024, 2023 and 2022
Our U.S. GAAP results of operations were as follows for the years ended December 31, 2024, 2023 and 2022.
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions unless otherwise noted) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||
| U.S. GAAP Consolidated Statements of Operations(1) | ||||||||||||||||||
| Management fees | $ | 431.1 | $ | 373.2 | $ | 367.4 | $ | 57.9 | $ | 5.8 | ||||||||
| Performance fees | 71.4 | 50.4 | 49.4 | 21.0 | 1.0 | |||||||||||||
| Consolidated Funds’ revenue | 3.1 | 3.0 | 0.4 | 0.1 | 2.6 | |||||||||||||
| Total revenue | 505.6 | 426.6 | 417.2 | 79.0 | 9.4 | |||||||||||||
| Compensation and benefits | 265.5 | 217.9 | 159.2 | 47.6 | 58.7 | |||||||||||||
| General and administrative expense | 85.2 | 82.6 | 71.1 | 2.6 | 11.5 | |||||||||||||
| Amortization of acquired intangibles | — | — | 0.1 | — | (0.1) | |||||||||||||
| Depreciation and amortization | 18.5 | 17.3 | 18.5 | 1.2 | (1.2) | |||||||||||||
| Consolidated Funds’ expense | 0.9 | 2.8 | 0.4 | (1.9) | 2.4 | |||||||||||||
| Total operating expenses | 370.1 | 320.6 | 249.3 | 49.5 | 71.3 | |||||||||||||
| Operating income | 135.5 | 106.0 | 167.9 | 29.5 | (61.9) | |||||||||||||
| Investment income (loss) | 2.2 | (0.1) | 0.2 | 2.3 | (0.3) | |||||||||||||
| Interest income | 3.5 | 6.1 | 0.8 | (2.6) | 5.3 | |||||||||||||
| Interest expense | (19.4) | (19.6) | (20.5) | 0.2 | 0.9 | |||||||||||||
| Loss on extinguishment of debt | — | — | (3.2) | — | 3.2 | |||||||||||||
| Net consolidated Funds’ investment gains (losses) | 3.9 | 4.1 | (0.4) | (0.2) | 4.5 | |||||||||||||
| Income before taxes | 125.7 | 96.5 | 144.8 | 29.2 | (48.3) | |||||||||||||
| Income tax expense | 38.9 | 29.4 | 44.2 | 9.5 | (14.8) | |||||||||||||
| Net income | 86.8 | 67.1 | 100.6 | 19.7 | (33.5) | |||||||||||||
| Net income attributable to non-controlling interests in consolidated Funds | 1.8 | 1.3 | — | 0.5 | 1.3 | |||||||||||||
| Net income attributable to controlling interests | $ | 85.0 | $ | 65.8 | $ | 100.6 | $ | 19.2 | $ | (34.8) | ||||||||
| Basic earnings per share ($) | $ | 2.25 | $ | 1.59 | $ | 2.39 | $ | 0.66 | $ | (0.80) | ||||||||
| Diluted earnings per share ($) | 2.22 | 1.55 | 2.33 | 0.67 | (0.78) | |||||||||||||
| Weighted average shares of common stock outstanding—basic | 37.8 | 41.5 | 42.1 | (3.7) | (0.6) | |||||||||||||
| Weighted average shares of common stock outstanding—diluted | 38.3 | 42.5 | 43.2 | (4.2) | (0.7) | |||||||||||||
| U.S. GAAP operating margin (2) | 27 | % | 25 | % | 40 | % | 195 bps | (1540) bps |
(1)Certain Funds have been consolidated due to our seed capital investments in the Funds.
(2)U.S. GAAP operating margin equals operating income divided by total revenue.
40
The following table reconciles our net income attributable to controlling interests to our pre-tax income from attributable to controlling interests:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP Consolidated Statements of Operations | ||||||||||
| Net income attributable to controlling interests | $ | 85.0 | $ | 65.8 | $ | 100.6 | ||||
| Add: Income tax expense | 38.9 | 29.4 | 44.2 | |||||||
| Pre-tax income attributable to controlling interests | $ | 123.9 | $ | 95.2 | $ | 144.8 |
U.S. GAAP Revenues
Our U.S. GAAP revenues principally consist of:
i.management fees earned based on our overall weighted average fee rate charged to our clients and the level of assets under management;
ii.performance fees earned when our investment performance over agreed time periods for certain clients has differed from pre-determined hurdles; and
iii.revenue from consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Management Fees
Our management fees are a function of the fee rates charged to our clients, which are typically expressed in basis points, and the levels of our assets under management.
Average basis points earned on average assets under management were 38.4 bps for the year ended December 31, 2024, 37.9 bps for the year ended December 31, 2023 and 37.2 bps for the year ended December 31, 2022. The greatest driver of increases or decreases in the average fee rate are changes in the mix of our assets under management caused by net inflows or outflows in certain asset classes, and disproportionate market movements.
Year ended December 31, 2024 compared to year ended December 31, 2023: Management fees increased $57.9 million, or 15.5%, from $373.2 million for the year ended December 31, 2023 to $431.1 million for the year ended December 31, 2024. The increase was mainly driven by higher levels of average assets under management and an improvement in blended average basis points on assets under management, due to fee rates on inflows being higher than fee rates on outflows in the years ended December 31, 2024 and 2023. Average assets under management increased 14.1%, from $98.4 billion for the year ended December 31, 2023 compared to $112.3 billion for the year ended December 31, 2024, mainly due to the positive equity market in the year ended December 31, 2024.
Year ended December 31, 2023 compared to year ended December 31, 2022: Management fees increased $5.8 million, or 1.6%, from $367.4 million for the year ended December 31, 2022 to $373.2 million for the year ended December 31, 2023. The increase was primarily due to an improvement in blended average basis points on assets under management, due to fee rates on inflows being higher than fee rates on outflows in 2022 and 2023. Average assets under management decreased (0.3)%, from $98.7 billion for the year ended December 31, 2022 to $98.4 billion for the year ended December 31, 2023, mainly due to large equity market declines in 2022 that reduced the beginning of 2023 assets under management to $93.6 billion.
41
Performance Fees
Approximately $20 billion, or 17% of our AUM at December 31, 2024, were in accounts with performance fee features in which we participate. Performance fees are typically shared with key employees through various contractual compensation and profit-sharing arrangements.
Year ended December 31, 2024 compared to year ended December 31, 2023: Performance fees increased $21.0 million, or 41.7%, from $50.4 million for the year ended December 31, 2023 to $71.4 million for the year ended December 31, 2024, primarily due to strong performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
Year ended December 31, 2023 compared to year ended December 31, 2022: Performance fees increased $1.0 million, or 2.0%, from $49.4 million for the year ended December 31, 2022 to $50.4 million for the year ended December 31, 2023, primarily due to strong performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
U.S. GAAP Expenses
Our U.S. GAAP expenses principally consist of:
i.compensation paid to our investment professionals and other employees, including base salary, benefits, sales-based compensation, variable compensation, Acadian LLC key employee distributions, and revaluation of key employee-owned Acadian LLC equity and profit interests;
ii.general and administrative expenses;
iii.amortization of acquired intangible assets;
iv.depreciation and amortization charges; and
v.expenses of consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Compensation and Benefits Expense
Our most significant category of expense is compensation and benefits awarded to our employees. The following table presents the components of U.S. GAAP compensation expense for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Fixed compensation and benefits(1) | $ | 97.8 | $ | 93.1 | $ | 86.1 | ||||
| Sales-based compensation(2) | 12.1 | 7.6 | 7.7 | |||||||
| Variable compensation(3) | 122.7 | 112.2 | 100.3 | |||||||
| Acadian LLC key employee distributions(4) | 9.7 | 5.1 | 5.1 | |||||||
| Non-cash Acadian LLC key employee equity revaluations(5) | 23.2 | (0.1) | (40.0) | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 265.5 | $ | 217.9 | $ | 159.2 |
(1)Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided.
42
(2)Sales-based compensation is paid to our sales and distribution teams and represents compensation earned by our sales professionals, paid over a multi-year period, related to revenue earned on new sales. Its variability is based upon the structure of sales-based compensation due on inflows of assets under management and market-based movement in both current and prior periods.
(3)Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, plus Hold Co bonuses. Variable compensation may be paid in the form of cash or non-cash equity or profit interests awards. We have a contractual split of performance fees between Acadian LLC employees and AAMI. Acadian LLC’s share of performance fees, which ranges between 60%-75% of the total, is allocated entirely to variable compensation. The variable compensation earned on performance fees vests over three-years and compensation expense is recognized over that service period. Hold Co variable compensation includes cash and our equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Cash variable compensation | $ | 115.8 | $ | 105.9 | $ | 90.8 | ||||
| Non-cash equity-based award amortization | 6.9 | 6.3 | 9.5 | |||||||
| Total variable compensation(a) | $ | 122.7 | $ | 112.2 | $ | 100.3 |
(a)For the year ended December 31, 2024, $122.8 million of variable compensation expense (of the $122.7 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $(1.0) million and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million. For the year ended December 31, 2023, $104.9 million of variable compensation expense (of the $112.2 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $7.3 million. For the year ended December 31, 2022, $100.3 million of variable compensation expense (of the $100.3 million above) is included within economic net income.
(4)Acadian LLC key employee distributions represent the share of Acadian LLC profits after variable compensation that is attributable to key employee equity and profit interests holders, according to their ownership interests. Acadian LLC key employee distribution ratio is calculated as Acadian LLC key employee distributions divided by ENI operating earnings. Within Acadian LLC we have a tiered equity structure, where AAMI and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold, the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages.
(5)Non-cash Acadian LLC key employee equity revaluations represent changes in the value of Acadian LLC equity and profit interests held by key employees. These ownership interests may in certain circumstances be repurchased by Hold Co at a value based on a pre-determined fixed multiple of twelve-month earnings and as such a liability is carried on our balance sheet based on the expected cash to be paid. However, any equity or profit interests repurchased by Hold Co can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. The Acadian LLC equity and profit interest plans have been designed to ensure Hold Co is not required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
43
Fluctuations in compensation and benefits expense for the periods presented are discussed below.
Year ended December 31, 2024 compared to year ended December 31, 2023: Compensation and benefits expense increased $47.6 million, or 21.8%, from $217.9 million for the year ended December 31, 2023 to $265.5 million for the year ended December 31, 2024. Fixed compensation and benefits increased $4.7 million, or 5.0%, from $93.1 million for the year ended December 31, 2023 to $97.8 million for the year ended December 31, 2024, primarily reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring at Acadian LLC in late 2023. Variable compensation increased $10.5 million, or 9.4%, from $112.2 million for the year ended December 31, 2023 to $122.7 million for the year ended December 31, 2024. The increase was primarily attributable to higher pre-bonus profits in the year ended December 31, 2024, partially offset by lower restructuring expenses in the current year. Sales-based compensation increased $4.5 million, or 59.2%, from $7.6 million for the year ended December 31, 2023 to $12.1 million for the year ended December 31, 2024, driven by higher gross sales in the current year. Acadian LLC key employee distributions increased $4.6 million, or 90.2%, from $5.1 million for the year ended December 31, 2023 to $9.7 million for the year ended December 31, 2024. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earnings in the current period and the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $23.3 million in 2024, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(0.1) million for the year ended December 31, 2023, and increased $23.2 million for the year ended December 31, 2024. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the current period is driven by higher earnings period over period, including earnings over the threshold for certain Acadian LLC equity.
Year ended December 31, 2023 compared to year ended December 31, 2022: Compensation and benefits expense increased $58.7 million, or 36.9%, from $159.2 million for the year ended December 31, 2022 to $217.9 million for the year ended December 31, 2023. Fixed compensation and benefits increased $7.0 million, or 8.1%, from $86.1 million for the year ended December 31, 2022 to $93.1 million for the year ended December 31, 2023, primarily reflecting cost of living increases and the new hires to support our growth initiatives. Variable compensation increased $11.9 million, or 11.9%, from $100.3 million for the year ended December 31, 2022 to $112.2 million for the year ended December 31, 2023. The increase was primarily attributable to severance-related costs in the year ended December 31, 2023 and the inclusion of deferred compensation expense earned on current and prior year performance fee revenues, of which Acadian LLC’s share is determined by a contractual split and recognized as compensation expense over a vesting period. Sales-based compensation decreased $(0.1) million, or (1.3)%, from $7.7 million for the years ended December 31, 2022 to $7.6 million for the year ended December 31, 2023 as a result of the structure of sales-based compensation programs, driven by the timing of asset inflows which trigger sales-based compensation in both current and prior periods. Acadian LLC key employee distributions were unchanged at $5.1 million for the year ended December 31, 2023 and 2022, respectively. Revaluations of Acadian LLC key employee equity changed by $39.9 million in 2023, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(40.0) million for the year ended December 31, 2022, and decreased $(0.1) million for the year ended December 31, 2023. The changes in value year over year reflect changes in earnings, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates.
44
General and Administrative Expense
Year ended December 31, 2024 compared to year ended December 31, 2023: General and administrative expense increased $2.6 million, or 3.1%, from $82.6 million for the year ended December 31, 2023 to $85.2 million for the year ended December 31, 2024. The increase was primarily due to higher systems, outside services and portfolio administrative costs, our continued investment in growth initiatives and capabilities, partially offset by lower consultant costs.
Year ended December 31, 2023 compared to year ended December 31, 2022: General and administrative expense increased $11.5 million, or 16.2%, from $71.1 million for the year ended December 31, 2022 to $82.6 million for the year ended December 31, 2023. The increase was primarily due to higher systems, consultant and portfolio costs, as well as the impact of inflation and changes in foreign currency.
Amortization of Acquired Intangibles Expense
Year ended December 31, 2024 compared to year ended December 31, 2023: There was no amortization of acquired intangibles expense for the years ended December 31, 2024 and 2023.
Year ended December 31, 2023 compared to year ended December 31, 2022: Amortization of acquired intangibles expense was $0.1 million for the year ended December 31, 2022. There was no amortization of acquired intangibles expense for the year ended December 31, 2023. This account reflects the amortization of intangible assets acquired in previous periods.
Depreciation and Amortization Expense
Year ended December 31, 2024 compared to year ended December 31, 2023: Depreciation and amortization expense increased $1.2 million, or 6.9%, from $17.3 million for the year ended December 31, 2023 to $18.5 million for the year ended December 31, 2024. The increase was primarily attributable to additional software and technology investments in the business.
Year ended December 31, 2023 compared to year ended December 31, 2022: Depreciation and amortization expense decreased $(1.2) million, or (6.5)%, from $18.5 million for the year ended December 31, 2022 to $17.3 million for the year ended December 31, 2023. The decrease was primarily attributable to the effect of certain assets becoming fully depreciated.
U.S. GAAP Other Non-Operating Items of Income and Expense
Other non-operating items of income and expense consist of:
i.investment income (loss);
ii.interest income;
iii.interest expense; and
iv.loss on extinguishment of debt
45
Investment Income (loss)
Year ended December 31, 2024 compared to year ended December 31, 2023: Investment income increased $2.3 million, from $(0.1) million for the year ended December 31, 2023 to $2.2 million for the year ended December 31, 2024, reflecting an increase in returns generated by seed capital investments due to market appreciation in the year ended December 31, 2024.
Year ended December 31, 2023 compared to year ended December 31, 2022: Investment income (loss) changed $(0.3) million, from $0.2 million for the year ended December 31, 2022 to $(0.1) million for the year ended December 31, 2023. The decrease is due to a decrease in returns generated by seed capital investments in the year ended December 31, 2023.
Interest Income
Year ended December 31, 2024 compared to year ended December 31, 2023: Interest income decreased $(2.6) million, from $6.1 million for the year ended December 31, 2023 to $3.5 million for the year ended December 31, 2024. The decrease was due to lower average cash balances and decreases in short-term investment returns in the year ended December 31, 2024.
Year ended December 31, 2023 compared to year ended December 31, 2022: Interest income increased $5.3 million, from $0.8 million for the year ended December 31, 2022 to $6.1 million for the year ended December 31, 2023. The increase was due to higher average cash balances and an increase in short-term investment returns in 2023.
Interest Expense
Year ended December 31, 2024 compared to year ended December 31, 2023: Interest expense decreased $0.2 million, or 1.0%, from $19.6 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024, reflecting lower interest rates in the current year, partially offset by higher balances drawn on the revolving credit facility in the year ended December 31, 2024.
Year ended December 31, 2023 compared to year ended December 31, 2022: Interest expense decreased $0.9 million, or 4.4%, from $20.5 million for the year ended December 31, 2022 to $19.6 million for the year ended December 31, 2023, primarily due to the $1.3 million of additional interest expense incurred for the year ended December 31, 2023 related to the amortization of the cash flow hedge associated with the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Loss on Extinguishment of Debt
Year ended December 31, 2024 compared to year ended December 31, 2023: There was no loss on extinguishment of debt for the years ended December 31, 2024 and 2023.
Year ended December 31, 2023 compared to year ended December 31, 2022: There was no loss on extinguishment of debt for the year ended December 31, 2023. Loss on extinguishment of debt was $3.2 million for the year ended December 31, 2022 as a result of the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
46
U.S. GAAP Income Tax Expense
Our effective tax rate has been impacted by state and local tax obligations, changes in liabilities for uncertain tax positions, tax effects of stock-based compensation, limitations on executive compensation, and the mix of income earned in the United States versus foreign jurisdictions. Our effective tax rate could be impacted in the future by these items as well as further changes in tax laws and regulations in jurisdictions in which we operate.
Year ended December 31, 2024 compared to year ended December 31, 2023: Income tax expense increased $9.5 million, from $29.4 million for the year ended December 31, 2023 to $38.9 million for the year ended December 31, 2024. The increase in income tax expense is primarily related to the increase in pre-tax income from controlling interests for the year ended December 31, 2024.
Year ended December 31, 2023 compared to year ended December 31, 2022: Income tax expense decreased $(14.8) million, from $44.2 million for the year ended December 31, 2022 to $29.4 million for the year ended December 31, 2023. The decrease in income tax expense is primarily related to the decrease in pre-tax income from controlling interests for the year ended December 31, 2023.
U.S. GAAP Consolidated Funds
The net income or loss of all consolidated Funds, excluding any income or loss attributable to seed capital or co-investments we make in the Funds, is included in non-controlling interests in our Consolidated Financial Statements and is not included in net income attributable to controlling interests or in management fees.
Year ended December 31, 2024 compared to year ended December 31, 2023: Consolidated Funds’ revenue increased $0.1 million, from $3.0 million for the year ended December 31, 2023 to $3.1 million for the year ended December 31, 2024. Consolidated Funds’ expense decreased $(1.9) million, from $2.8 million for the year ended December 31, 2023 to $0.9 million for the year ended December 31, 2024. These movements relate to the underlying activity of our consolidated Funds.
Year ended December 31, 2023 compared to year ended December 31, 2022: Consolidated Funds’ revenue increased $2.6 million from $0.4 for the year ended December 31, 2022 to $3.0 million for the year ended December 31, 2023. Consolidated Funds’ expense increased $2.4 million from $0.4 million for the year ended December 31, 2022 to $2.8 million for the year ended December 31, 2023. The increase in Consolidated Funds’ revenue and increase in Consolidated Funds’ expense is due to changes in the population of Consolidated Funds during the year ended December 31, 2023.
47
Key U.S. GAAP Operating Metrics
The following table shows our key U.S. GAAP operating metrics for the years ended December 31, 2024, 2023 and 2022. The second, third and fourth metrics below have each been adjusted to eliminate the effect of consolidated Funds to more accurately reflect the economics of our Company.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Numerator: Operating income | $ | 135.5 | $ | 106.0 | $ | 167.9 | ||||
| Denominator: Total revenue | $ | 505.6 | $ | 426.6 | $ | 417.2 | ||||
| U.S. GAAP operating margin(1) | 26.8 | % | 24.8 | % | 40.2 | % | ||||
| Numerator: Total operating expenses(2) | $ | 369.2 | $ | 317.8 | $ | 248.9 | ||||
| Denominator: Management fee revenue | $ | 431.1 | $ | 373.2 | $ | 367.4 | ||||
| U.S. GAAP operating expense / management fee revenue(3) | 85.6 | % | 85.2 | % | 67.7 | % | ||||
| Numerator: Variable compensation | $ | 122.7 | $ | 112.2 | $ | 100.3 | ||||
| Denominator: Operating income before variable compensation and Acadian LLC key employee distributions(2)(4)(5) | $ | 265.7 | $ | 223.1 | $ | 273.3 | ||||
| U.S. GAAP variable compensation ratio(3) | 46.2 | % | 50.3 | % | 36.7 | % | ||||
| Numerator: Acadian LLC key employee distributions | $ | 9.7 | $ | 5.1 | 5.1 | |||||
| Denominator: Operating income before Acadian LLC key employee distributions(2)(4)(5) | $ | 143.0 | $ | 110.9 | $ | 173.0 | ||||
| U.S. GAAP Acadian LLC key employee distributions ratio(3) | 6.8 | % | 4.6 | % | 2.9 | % |
(1)Excluding the effect of Funds’ consolidation in the applicable periods, the U.S. GAAP operating margin would be 26.5% for the year ended December 31, 2024, 25.0% for the year ended December 31, 2023 and 40.3% for the year ended December 31, 2022.
(2)Excludes consolidated Funds’ expense of $0.9 million for the year ended December 31, 2024, $2.8 million for the year ended December 31, 2023 and $0.4 million for the year ended December 31, 2022.
(3)Excludes the effect of Funds’ consolidation for the years ended December 31, 2024, 2023 and 2022.
(4)Excludes consolidated Funds’ revenue of $3.1 million for the year ended December 31, 2024, $3.0 million for the year ended December 31, 2023 and $0.4 million for the year ended December 31, 2022.
48
(5)The following table identifies the components of operating income before variable compensation and Acadian LLC key employee distributions, as well as operating income before Acadian LLC key employee distributions:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Operating income | $ | 135.5 | $ | 106.0 | $ | 167.9 | ||||
| Acadian LLC key employee distributions | 9.7 | 5.1 | 5.1 | |||||||
| Operating (income) loss of consolidated Funds | (2.2) | (0.2) | — | |||||||
| Operating income before Acadian LLC key employee distributions | $ | 143.0 | $ | 110.9 | $ | 173.0 | ||||
| Variable compensation | 122.7 | 112.2 | 100.3 | |||||||
| Operating income before variable compensation and Acadian LLC key employee distributions | $ | 265.7 | $ | 223.1 | $ | 273.3 |
Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis
As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our management’s view of the underlying economic earnings generated by us. We define economic net income as ENI revenue less (i) ENI operating expenses, (ii) variable compensation, (iii) key employee distributions, (iv) net interest and (v) taxes, each as further discussed in this section. ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI is an important measure to investors because it is used by us to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. It is also an important measure because it assists management in evaluating our operating performance and is presented in a way that most closely reflects the key elements of our profit share operating model with Acadian LLC. For a further discussion of how we use ENI and why ENI is useful to investors, see “—Overview—How We Measure Performance.”
To calculate economic net income, we re-categorize certain line items on our Consolidated Statements of Operations to reflect the following:
•We exclude the effect of Funds’ consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our stockholders.
•We include within management fee revenue any fees paid to the Company by consolidated Funds.
•We treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits.
•We identify separately from operating expenses variable compensation and Acadian LLC key employee distributions, which represent Acadian LLC earnings shared with key employees.
49
We also make the following adjustments to U.S. GAAP results to more closely reflect our economic results:
i.We exclude non-cash expenses representing changes in the value of Acadian LLC equity and profit interests held by key employees. These ownership interests may in certain circumstances be repurchased by Hold Co at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on our balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by Hold Co can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our equity and profit interest plans have been designed to ensure Hold Co is never required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
ii.We exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business.
iii.We exclude capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets.
iv.We exclude seed capital and co-investment gains, losses, and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of our earnings from managing client assets, which therefore differs from earnings generated by our investments, which can be variable from period to period.
v.We include cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP.
vi.We exclude the results of discontinued operations attributable to controlling interests since they are not part of our ongoing business and restructuring costs incurred in continuing operations.
vii.We exclude deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization.
We also adjust our income tax expense to reflect any tax impact of our ENI adjustments.
50
Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Years Ended December 31, 2024, 2023 and 2022
The following table reconciles U.S. GAAP net income attributable to controlling interests to economic net income for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP net income attributable to controlling interests | $ | 85.0 | $ | 65.8 | $ | 100.6 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | 23.2 | (0.1) | (40.0) | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | — | — | 0.1 | ||||||
| iii. | Capital transaction costs | 0.3 | 0.3 | 5.2 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings(1) | (2.8) | (1.5) | 0.6 | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 1.5 | 1.5 | 1.5 | ||||||
| vi. | Discontinued operations attributable to controlling interests and restructuring(2) | 1.6 | 9.5 | 1.3 | ||||||
| vii. | ENI tax normalization(3) | 3.1 | 2.4 | 3.3 | ||||||
| Tax effect of above adjustments, as applicable(4) | (6.1) | (2.2) | 9.0 | |||||||
| Economic net income | $ | 105.8 | $ | 75.7 | $ | 81.6 |
(1)The net return on seed/co-investment (gains) losses and financings for the years ended December 31, 2024, 2023 and 2022 are shown in the following table.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Seed/Co-investment (gains) losses | $ | (6.5) | $ | (2.9) | $ | 0.2 | ||||
| Financing costs: | ||||||||||
| Seed/Co-investment average balance | 57.5 | 22.1 | 6.1 | |||||||
| Blended interest rate* | 6.5 | % | 6.5 | % | 6.5 | % | ||||
| Financing costs | 3.7 | 1.4 | 0.4 | |||||||
| Net seed/co-investment (gains) losses and financing | $ | (2.8) | $ | (1.5) | $ | 0.6 |
* The blended rate is based on the weighted average rate of the long-term debt.
(2)For the year ended December 31, 2024, includes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million, and costs associated with the wind-down of the MACS business in the standalone format of $1.3 million. For the year ended December 31, 2023, includes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million, and costs associated with the transfer of an insurance policy from our former parent of $1.3 million. For the year ended December 31, 2022, includes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former parent of $1.2 million.
(3)Includes adjustments of $(0.3) million, $(0.2) million and $0.2 million to remove the tax benefit (expense) resulting from the change in liabilities for uncertain tax positions recorded during the years ended December 31, 2024, 2023 and 2022, respectively.
(4)Reflects the sum of lines (i), (ii), (iii), (iv) and the restructuring portion of line item (vi) multiplied by the 27.3% U.S. statutory tax rate (including state tax).
51
The following table reconciles U.S. GAAP net income per share to economic net income per share for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP net income per share | $ | 2.22 | $ | 1.55 | $ | 2.33 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | 0.61 | — | (0.92) | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | — | — | — | ||||||
| iii. | Capital transaction costs | 0.01 | 0.01 | 0.12 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings | (0.07) | (0.04) | 0.01 | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 0.04 | 0.04 | 0.03 | ||||||
| vi. | Discontinued operations and restructuring | 0.03 | 0.21 | 0.03 | ||||||
| vii. | ENI tax normalization | 0.08 | 0.06 | 0.08 | ||||||
| Tax effect of above adjustments | (0.16) | (0.05) | 0.21 | |||||||
| Economic net income per share | $ | 2.76 | $ | 1.78 | $ | 1.89 |
Limitations of Economic Net Income
Economic net income is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. Economic net income is not audited and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of economic net income may differ from similarly titled measures provided by other companies.
Because the calculation of economic net income excludes certain ongoing expenses, including amortization expense and certain compensation costs, it has certain material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings.
ENI Revenues
The following table reconciles U.S. GAAP revenue to ENI revenue for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP Revenue | $ | 505.6 | $ | 426.6 | $ | 417.2 | ||||
| Exclude revenue from consolidated Funds | (3.1) | (3.0) | (0.4) | |||||||
| ENI Revenue | $ | 502.5 | $ | 423.6 | $ | 416.8 |
The following table identifies the components of ENI revenue:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Management fees(1) | $ | 431.1 | $ | 373.2 | $ | 367.4 | ||||
| Performance fees (2) | 71.4 | 50.4 | 49.4 | |||||||
| ENI Revenue | $ | 502.5 | $ | 423.6 | $ | 416.8 |
(1)ENI management fees correspond to U.S. GAAP management fees.
(2)ENI performance fees correspond to U.S. GAAP performance fees.
52
ENI Operating Expenses
The largest difference between U.S. GAAP operating expense and ENI operating expense relates to compensation. As shown in the following reconciliation, we exclude the impact of key employee equity revaluations. Variable compensation and Acadian LLC key employee distributions are also segregated out of U.S. GAAP operating expense in order to align with the manner in which these items are contractually calculated.
The following table reconciles U.S. GAAP operating expense to ENI operating expense for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP operating expense | $ | 370.1 | $ | 320.6 | $ | 249.3 | ||||
| Less: items excluded from economic net income | ||||||||||
| Non-cash key employee equity and profit interest revaluations | (23.2) | 0.1 | 40.0 | |||||||
| Amortization of acquired intangible assets | — | — | (0.1) | |||||||
| Capital transaction costs | — | — | — | |||||||
| Restructuring costs(1) | (1.6) | (9.5) | (1.3) | |||||||
| Funds’ operating expenses | (0.9) | (2.8) | (0.4) | |||||||
| Less: items segregated out of U.S. GAAP operating expense | ||||||||||
| Variable compensation(2) | (122.8) | (104.9) | (100.3) | |||||||
| Acadian LLC key employee distributions | (9.7) | (5.1) | (5.1) | |||||||
| ENI operating expense | $ | 211.9 | $ | 198.4 | $ | 182.1 |
(1)For the year ended December 31, 2024, includes $(1.0) million of severance-related items, $1.3 million of costs associated with the transfer of an insurance policy from our former parent and $1.3 million of costs associated with the wind-down of the MACS business in the standalone format. For the year ended December 31, 2023, includes $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million costs associated with the transfer of an insurance policy from our former parent. For the year ended December 31, 2022, includes $0.1 million of restructuring costs and $1.2 million costs associated with the transfer of an insurance policy from our former parent.
(2)For the year ended December 31, 2024, excludes $(1.0) million of severance-related items that is included within restructuring costs and $0.9 million of costs associated with the wind-down of the MACS business in the standalone format that is included within restructuring costs. For the year ended December 31, 2023, excludes variable compensation related to severance of $7.3 million that is included within restructuring costs.
53
The following table identifies the components of ENI operating expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Fixed compensation & benefits(1) | $ | 97.8 | $ | 93.1 | $ | 86.1 | ||||
| General and administrative expenses(2) | 96.0 | 88.0 | 77.5 | |||||||
| Depreciation and amortization | 18.1 | 17.3 | 18.5 | |||||||
| ENI operating expense | $ | 211.9 | $ | 198.4 | $ | 182.1 |
(1)Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation and benefits expense to ENI fixed compensation and benefits expense for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 265.5 | $ | 217.9 | $ | 159.2 | ||||
| Non-cash key employee equity and profit interest revaluations excluded from ENI | (23.2) | 0.1 | 40.0 | |||||||
| Sales-based compensation reclassified to ENI general & administrative expenses | (12.1) | (7.6) | (7.7) | |||||||
| Acadian LLC key employee distributions | (9.7) | (5.1) | (5.1) | |||||||
| Restructuring expenses(a) | 0.1 | (7.3) | — | |||||||
| Variable compensation | (122.8) | (104.9) | (100.3) | |||||||
| ENI fixed compensation and benefits | $ | 97.8 | $ | 93.1 | $ | 86.1 |
(a)Reflects $(1.0) million of severance-related items and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million for the year ended December 31, 2024. Reflects $7.3 million of severance-related costs for the year ended December 31, 2023.
(2)The following table reconciles U.S. GAAP general and administrative expense to ENI general and administrative expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP general and administrative expense | $ | 85.2 | $ | 82.6 | $ | 71.1 | ||||
| Sales-based compensation | 12.1 | 7.6 | 7.7 | |||||||
| Restructuring costs(a) | (1.3) | (2.2) | (1.3) | |||||||
| ENI general and administrative expense | $ | 96.0 | $ | 88.0 | $ | 77.5 |
(a)Reflects $1.3 million of costs associated with the transfer of an insurance policy from our former parent for the year ended December 31, 2024. Reflects $0.9 million related to restructuring at the Hold Co and $1.3 million of costs associated with the transfer of an insurance policy from our former parent for the year ended December 31, 2023. Reflects $0.1 million related to restructuring and $1.2 million of costs associated with the transfer of an insurance policy from our former parent in the year ended December 31, 2022.
54
Key Non-GAAP Operating Metrics
The following table shows our key non-GAAP operating metrics for the years ended December 31, 2024, 2023 and 2022. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Numerator: ENI operating earnings(1) | $ | 167.8 | $ | 120.3 | $ | 134.4 | ||||
| Denominator: ENI revenue | $ | 502.5 | $ | 423.6 | $ | 416.8 | ||||
| ENI operating margin(2) | 33.4 | % | 28.4 | % | 32.2 | % | ||||
| Numerator: ENI operating expense | $ | 211.9 | $ | 198.4 | $ | 182.1 | ||||
| Denominator: ENI management fee revenue(3) | $ | 431.1 | $ | 373.2 | $ | 367.4 | ||||
| ENI operating expense ratio(4) | 49.2 | % | 53.2 | % | 49.6 | % | ||||
| Numerator: ENI variable compensation | $ | 122.8 | $ | 104.9 | $ | 100.3 | ||||
| Denominator: ENI earnings before variable compensation(1)(5) | $ | 290.6 | $ | 225.2 | $ | 234.7 | ||||
| ENI variable compensation ratio(6) | 42.3 | % | 46.6 | % | 42.7 | % | ||||
| Numerator: Acadian LLC key employee distributions | $ | 9.7 | $ | 5.1 | $ | 5.1 | ||||
| Denominator: ENI operating earnings(1) | $ | 167.8 | $ | 120.3 | $ | 134.4 | ||||
| ENI Acadian LLC key employee distributions ratio(7) | 5.8 | % | 4.2 | % | 3.8 | % |
(1)ENI operating earnings represents ENI earnings before Acadian LLC key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. It differs from economic net income because it does not include the effects of Acadian LLC key employee distributions, net interest expense or income tax expense.
55
The following table reconciles U.S. GAAP operating income (loss) to ENI operating earnings:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP operating income | $ | 135.5 | $ | 106.0 | $ | 167.9 | ||||
| Exclude the impact of: | ||||||||||
| Acadian LLC key employee-owned equity and profit interest revaluations | 23.2 | (0.1) | (40.0) | |||||||
| Goodwill impairment and the amortization of acquired intangible assets | — | — | 0.1 | |||||||
| Capital transaction costs | — | — | — | |||||||
| Restructuring costs(a) | 1.6 | 9.5 | 1.3 | |||||||
| Acadian LLC key employee distributions | 9.7 | 5.1 | 5.1 | |||||||
| Variable compensation | 122.8 | 104.9 | 100.3 | |||||||
| Funds’ operating income | (2.2) | (0.2) | — | |||||||
| ENI earnings before variable compensation | 290.6 | 225.2 | 234.7 | |||||||
| Less: ENI variable compensation(b) | (122.8) | (104.9) | (100.3) | |||||||
| ENI operating earnings | 167.8 | 120.3 | 134.4 | |||||||
| Less: ENI Acadian LLC key employee distributions | (9.7) | (5.1) | (5.1) | |||||||
| ENI earnings after Acadian LLC key employee distributions | $ | 158.1 | $ | 115.2 | $ | 129.3 |
(a)The year ended December 31, 2024 includes $(1.0) million of severance-related items, $1.3 million associated with the transfer of an insurance policy from our former Parent, and $1.3 million of costs associated with the wind-down of the MACS business in the standalone format. For the year ended December 31, 2023, includes $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co, and $1.3 million associated with the transfer of an insurance policy from our former parent. For the year ended December 31, 2022, includes $0.1 million of restructuring costs, and $1.2 million associated with the transfer of an insurance policy from our former parent.
(b)The year ended December 31, 2024 excludes $(1.0) million of severance-related items that is included within restructuring costs and $0.9 million of costs associated with the wind-down of the MACS business in the standalone format that is included within restructuring costs. The year ended December 31, 2023 excludes $7.3 million of severance costs that are included within restructuring costs.
(2)The ENI operating margin, which is calculated before Acadian LLC key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business. The ENI operating margin is most comparable to our U.S. GAAP operating margin. Our U.S. GAAP operating margin, excluding the effect of consolidated Funds, was 26.5% for the year ended December 31, 2024, 25.0% for the year ended December 31, 2023 and 40.3% for the year ended December 31, 2022.
The ENI operating margin is important because it gives investors an understanding of the profitability of the total business relative to revenue, irrespective of the ownership position which we have in Acadian LLC. Management and investors use this ratio when comparing our profitability relative to our peer group and evaluating our ability to manage the cost structure and profitability of our business under different operating environments.
(3)ENI management fee revenue corresponds to U.S. GAAP management fee revenue.
56
(4)The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation and benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies because in our profit-sharing economic model, scale benefits both the Acadian LLC employees and our stockholders. The ENI operating expense ratio is most comparable to the U.S. GAAP operating expense / management fee revenue ratio.
(5)ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.
(6)The ENI variable compensation ratio is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is primarily comprised of a contractual percentage of Acadian LLC’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Acadian LLC equity or profit interests. Hold Co variable compensation includes cash and AAMI equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio is calculated as variable compensation divided by ENI earnings before variable compensation. The ENI variable compensation ratio is most comparable to the U.S. GAAP variable compensation ratio.
(7)The ENI Acadian LLC key employee distribution ratio is used by management and is useful to investors to evaluate Acadian LLC key employee distributions as measured against our ENI operating earnings. Acadian LLC key employee distributions represent the share of profits after variable compensation that is attributable to Acadian LLC key employee equity and profit interests holders, according to their ownership interests. It is calculated as Acadian LLC key employee distributions divided by ENI operating earnings. Within Acadian LLC, we have a tiered equity structure, where AAMI and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. The ENI Acadian LLC key employee distributions ratio is most comparable to the U.S. GAAP Acadian LLC key employee distributions ratio.
57
Tax on Economic Net Income
The following table reconciles the United States statutory tax to tax on economic net income:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Pre-tax economic net income(1) | $ | 146.2 | $ | 103.4 | $ | 112.0 | ||||
| Taxes at the U.S. federal and state statutory rates(2) | (39.9) | (28.3) | (30.6) | |||||||
| Other reconciling tax adjustments | (0.5) | 0.6 | 0.2 | |||||||
| Tax on economic net income | (40.4) | (27.7) | (30.4) | |||||||
| Economic net income | $ | 105.8 | $ | 75.7 | $ | 81.6 | ||||
| Economic net income effective tax rate(3) | 27.6 | % | 26.8 | % | 27.1 | % |
(1)Includes interest income and third-party ENI interest expense, as shown in the following table:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| U.S. GAAP interest income | $ | 3.5 | $ | 6.1 | $ | 0.8 | ||||
| U.S. GAAP interest expense | (19.4) | (19.6) | (20.5) | |||||||
| U.S. GAAP net interest expense | (15.9) | (13.5) | (19.7) | |||||||
| Other ENI interest expense exclusions(a) | 4.0 | 1.7 | 2.4 | |||||||
| ENI net interest income (expense) | (11.9) | (11.8) | (17.3) | |||||||
| ENI earnings after Acadian LLC key employee distributions(b) | 158.1 | 115.2 | 129.3 | |||||||
| Pre-tax economic net income | $ | 146.2 | $ | 103.4 | $ | 112.0 |
(a)Other ENI interest expense exclusions represent cost of financing on seed capital and co-investments and amortization of debt issuance costs. Includes $3.7 million related to the cost of seed and co-investment financing and $0.3 million related to the amortization of debt issuance costs for the year ended December 31, 2024. Includes $1.4 million related to the cost of seed and co-investment financing and $0.3 million related to the amortization of debt issuance costs for the year ended December 31, 2023. Includes $0.4 million related to the cost of seed and co-investment financing and $2.0 million related to the amortization of debt issuance costs for the year ended December 31, 2022.
(b)ENI earnings after Acadian LLC key employee distributions is calculated as ENI operating income (ENI revenue, less ENI operating expense, less ENI variable compensation), less Acadian LLC key employee distributions. Refer to “—Key Non-GAAP Operating Metrics” for a reconciliation from U.S. GAAP operating income (loss) to ENI earnings after Acadian LLC key employee distributions.
(2)Taxed at U.S. Federal and State statutory rate of 27.3%.
(3)The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income.
58
Investments
The value of our seed capital investments was $90.3 million as of December 31, 2024 and $41.4 million as of December 31, 2023, including direct investments in consolidated Funds. Total seed capital investments represents our seed capital invested within Acadian LLC’s investment products. The following table reconciles the investments balance per our Consolidated Balance Sheets to the total value of our seed capital investments as of each of the dates indicated:
| ($ in millions) | December 31, 2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|---|
| Investments per Consolidated Balance Sheets | $ | 67.9 | $ | 64.7 | ||
| Seed capital investment in consolidated Funds | 70.9 | 21.4 | ||||
| Investments related to long-term incentive compensation plans | (48.5) | (44.7) | ||||
| Total seed capital investments | $ | 90.3 | $ | 41.4 |
Segment Analysis
We operate our business through the following reportable segment:
•Quant & Solutions—comprised of strategies that leverage cutting-edge technology to gather and analyze data to identify mispriced assets to deliver attractive risk-adjusted returns for investors; portfolios include developed and developing markets for equity, credit and alternative strategies. This segment is comprised of our interest in Acadian LLC.
The corporate holding company (“Hold Co”) is included within the Unallocated Corporate expense category. The Hold Co expenses are not allocated to the Company’s business segment, but the CODM does consider the cost structure of the corporate head office when evaluating the financial performance of our segment. The CODM is the Company’s Chief Executive Officer.
The primary measure used by the CODM in measuring performance and allocating resources to the segment is ENI. ENI is used to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. We define economic net income for the segment as ENI revenue less ENI operating expenses. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses recognized under U.S. GAAP.
ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to the Company by consolidated Funds.
Significant segment ENI expenses include fixed compensation and benefits, variable compensation, Acadian LLC key employee distributions, depreciation and amortization, and general and administrative expense under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Acadian LLC equity and profit interests held by Acadian LLC key employees, capital transaction costs, and restructuring costs.
ENI segment results are also adjusted to exclude consolidated Fund revenues, consolidated Fund expenses and investment return recorded under U.S. GAAP.
Refer to the reconciliations of U.S. GAAP revenue to ENI revenue, U.S. GAAP Operating expense to ENI Operating expense, variable compensation and Acadian LLC key employee distributions disclosed previously within this section.
59
Segment ENI Revenue
The following table identifies the components of Quant & Solutions segment ENI revenue for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Management fees | $ | 431.1 | $ | 373.2 | $ | 367.4 | ||||
| Performance fees | 71.4 | 50.4 | 49.4 | |||||||
| Segment ENI revenue | $ | 502.5 | $ | 423.6 | $ | 416.8 |
Quant & Solutions Segment ENI Revenue
Year ended December 31, 2024 compared to year ended December 31, 2023: Quant & Solutions ENI revenue increased $78.9 million, or 18.6%, from $423.6 million for the year ended December 31, 2023 to $502.5 million for the year ended December 31, 2024. The increase was due to 41.7% higher performance fees due to strong performance relative to market in certain strategies in the year ended December 31, 2024, and 15.5% higher management fees resulting from positive equity markets in the past year and an improvement in blended average basis points on assets under management, driven by fee rates from inflows being higher than outflows in the years ended December 31, 2024 and 2023.
Year ended December 31, 2023 compared to year ended December 31, 2022: Quant & Solutions ENI revenue increased $6.8 million, or 1.6%, from $416.8 million for the year ended December 31, 2022 to $423.6 million for the year ended December 31, 2023. The increase was due to 2.0% higher performance fees in the year ended December 31, 2023, as well as 1.6% higher management fees due to improvement in blended average basis points on assets under management, driven by fee rates from inflows being higher than outflows in the years ended December 31, 2023 and 2022.
Segment ENI Expense
The following table identifies the components of Quant & Solutions segment ENI expenses for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Fixed compensation & benefits | $ | 90.7 | $ | 86.6 | $ | 79.0 | ||||
| Variable compensation | 119.9 | 102.2 | 96.0 | |||||||
| Acadian LLC key employee distributions | 9.7 | 5.1 | 5.1 | |||||||
| Depreciation and amortization | 18.1 | 17.3 | 18.1 | |||||||
| General and administrative expense | 87.9 | 80.3 | 68.4 | |||||||
| Segment ENI expenses | $ | 326.3 | $ | 291.5 | $ | 266.6 |
60
Quant & Solutions Segment ENI Expense
Year ended December 31, 2024 compared to year ended December 31, 2023: Quant & Solutions segment ENI expenses increased $34.8 million, or 12%, from $291.5 million for the year ended December 31, 2023 to $326.3 million for the year ended December 31, 2024. Quant & Solutions segment ENI fixed compensation and benefits expense increased 4.7%, reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring in late 2023. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Quant & Solutions ENI variable compensation expense increased 17.3%, primarily as a result of higher earnings before variable compensation. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earnings and the leveraged nature of this distribution share. Quant & Solutions ENI general and administrative expense increased 9.5% primarily due to higher systems, outside services and portfolio administrative costs, reflecting our continued investment in growth initiatives and capabilities, partially offset by lower consultant costs.
Year ended December 31, 2023 compared to year ended December 31, 2022: Quant & Solutions segment ENI expense increased $24.9 million, or 9%, from $266.6 million for the year ended December 31, 2022 to $291.5 million for the year ended December 31, 2023. Quant & Solutions segment ENI fixed compensation and benefits expense increased 9.6%, driven by cost of living increases and the cost of new hires supporting our growth initiatives. Quant & Solutions segment ENI variable compensation expense is based on contractual percentage of earnings before variable compensation and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. Quant & Solutions ENI variable compensation expense increased 6.5%, driven by the inclusion of deferred compensation expense earned on current and prior year performance fee revenues. Quant & Solutions ENI general and administrative expense increased 17.4% primarily due to higher systems, consultant and portfolio costs, as well as the impact of inflation and changes in foreign currency.
Unallocated corporate expense
The following table identifies unallocated corporate expense for the years ended December 31, 2024, 2023 and 2022:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Unallocated corporate expenses(1) | $ | 19.4 | $ | 19.1 | $ | 22.2 |
(1)Unallocated corporate expenses are presented on a U.S. GAAP basis.
Year ended December 31, 2024 compared to year ended December 31, 2023: Unallocated corporate expense increased $0.3 million, or 2%, from $19.1 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024. The increase was driven by higher compensation and benefits expense due to cost of living and payroll tax increases, partially offset by lower general and administrative expenses due to a decrease in legal costs.
Year ended December 31, 2023 compared to year ended December 31, 2022: Unallocated corporate expenses decreased $(3.1) million, or (14.0)%, from $22.2 million for the year ended December 31, 2022 to $19.1 million for the year ended December 31, 2023. The decrease was driven by lower compensation and benefits due to a reduction in headcount at the Hold Co and lower general and administrative expense driven by lower rent expense.
61
Capital Resources and Liquidity
Cash Flows
The following table summarizes certain key financial data relating to cash flows. All amounts presented exclude consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Cash provided by (used in)(1) | ||||||||||
| Operating activities | $ | 108.9 | $ | 77.7 | $ | 119.0 | ||||
| Investing activities | (50.1) | (31.4) | (13.0) | |||||||
| Financing activities | (110.4) | (8.1) | (233.7) |
(1)Excludes consolidated Funds.
Our most significant uses of cash include share repurchases, repayment of third-party borrowings and revolving credit facility, third-party interest payments, tax payments, seed capital investments, dividends and compensation and general and administrative expenses.
Comparison for the Years Ended December 31, 2024, 2023 and 2022
Net cash provided by operating activities excluding consolidated Funds increased $31.2 million, from net cash provided of $77.7 million during the year ended December 31, 2023 to net cash provided of $108.9 million during the year ended December 31, 2024. The increase was driven by changes in net income offset by changes in operating asset and liabilities period-over-period.
Net cash provided by operating activities excluding consolidated Funds decreased $(41.3) million, from net cash provided of $119.0 million during the year ended December 31, 2022 to net cash provided of $77.7 million during the year ended December 31, 2023. The decrease was driven by changes in net income and changes in operating assets and liabilities period-over-period, including changes in investment advisory fees receivable and accrued incentive compensation balances.
Net cash used in investing activities, excluding consolidated Funds, was $(50.1) million, $(31.4) million and $(13.0) million for the years ended December 31, 2024, 2023 and 2022, respectively. Fluctuations are driven by the timing of investments or redemptions of seed capital. Net cash (used in) received from the (purchase) and sale of investments was $(40.2) million, $(17.6) million and $3.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Net cash used in financing activities, excluding consolidated Funds, consists of share repurchases, third-party borrowings, payments made to OM plc, withholding tax payments on stock option exercises and dividend payments. Net cash used in financing activities was $(110.4) million, $(8.1) million and $(233.7) million for the years ended December 31, 2024, 2023 and 2022, respectively. Share repurchases, revolving credit facility borrowing activity and third party borrowing activity were the drivers of the changes in financing activities year over year. We paid $(96.7) million for share repurchases in 2024 compared to $(3.3) million in 2023 and $(103.2) million in 2022. In 2022, we paid down net $(125.0) million against third-party and revolving credit facility borrowings compared to $0.0 million in 2024 and 2023.
62
Working Capital and Long-Term Debt
The following table summarizes certain key financial data relating to our capital resources and liquid net assets. All amounts presented exclude the non-controlling interest portion of consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | |||||||
| Balance Sheet Data(1) | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 94.8 | $ | 146.8 | 108.4 | |||||
| Investment advisory fees receivable | 164.7 | 143.4 | 122.5 | |||||||
| Investments | 87.5 | 37.9 | 18.8 | |||||||
| Other current assets(2) | 3.0 | 2.7 | 2.0 | |||||||
| Total current assets | 350.0 | 330.8 | 251.7 | |||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued expenses | $ | 37.9 | $ | 39.1 | 31.0 | |||||
| Accrued short-term incentive compensation | 118.6 | 99.3 | 92.5 | |||||||
| Other short-term liabilities(3) | 11.3 | 10.8 | 10.4 | |||||||
| Total current liabilities | 167.8 | 149.2 | 133.9 | |||||||
| Working Capital | $ | 182.2 | $ | 181.6 | $ | 117.8 | ||||
| Long-term notes payable and other debt | $ | 274.3 | 273.9 | $ | 273.5 |
(1)Excludes the non-controlling interest portion of consolidated Funds.
(2)Includes income taxes receivable.
(3)Includes the short-term portion of our lease liability and accrued income taxes payable. Excluded from other short-term liabilities for each of the years presented is an income tax reserve relating to net operating losses that does not represent a current obligation of the Company. Puts related to Acadian LLC equity and profits interests are also excluded on a short-term basis because they are funded through recycling.
Working capital is defined as current assets less current liabilities, excluding the non-controlling interest portion of consolidated Funds. Our net working capital has been positive over the past several years and was $182.2 million at December 31, 2024. Our most significant current liabilities have been accounts payable, accrued compensation expense and the short-term portion of our third-party debt. Accrued compensation expense has primarily consisted of variable compensation accruals made throughout the year based on contractual arrangements. Our cash management practices generally require that working capital be maintained at an appropriate level to meet short-term operational needs at both Acadian LLC and Hold Co. Periodic distributions of Acadian LLC earnings to Hold Co and Acadian LLC key employee equity holders are made according to our distribution policies, with Hold Co having the ability to access any surplus cash at Acadian LLC as necessary during interim periods.
63
Borrowings and Long-Term Debt
The following table summarizes our financing arrangements as of the dates indicated:
| ($ in millions) | December 31, 2024 | December 31, 2023 | Interest rate | Maturity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revolving credit facility: | ||||||||||||
| $140 million revolving credit facility(1) | $ | — | $ | — | Variable rate | August 29, 2027 | ||||||
| Total revolving credit facility | $ | — | $ | — | ||||||||
| Third-party borrowings: | ||||||||||||
| 4.80% Senior Notes Due 2026 | $ | 274.3 | $ | 273.9 | 4.80% | July 27, 2026 | ||||||
| Total third-party borrowings | $ | 274.3 | $ | 273.9 |
(1)On August 29, 2024, Acadian LLC’s $125 million revolving credit facility was terminated and replaced with a new $140 million revolving credit facility.
Revolving Credit Facility
On August 29, 2024, Acadian LLC, Royal Bank of Canada, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., the Bank of New York Mellon, Bank of America N.A., as an issuing bank, and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into a new revolving credit facility agreement (the “Acadian LLC Credit Agreement”), which replaced Acadian LLC’s revolving credit facility dated as of March 7, 2022 (the “Prior Credit Agreement”). The maturity date of the Prior Credit Agreement was March 7, 2025, and the maturity date of the Acadian LLC Credit Agreement is August 29, 2027.
Borrowings under the Acadian LLC Credit Agreement bear interest, at Acadian LLC’s option, at the per annum rate equal to either (a) the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% and (iii) the secured overnight financing rate for a one month period plus a credit spread adjustment of 0.10% (“Adjusted Term SOFR”) plus 1%, plus, in each case, an additional amount ranging from 0.5% to 1.0%, with such additional amount based on Acadian LLC’s Leverage Ratio (as defined below) or (b) Adjusted Term SOFR plus an additional amount ranging from 1.5% to 2.0%, with such additional amount based on Acadian LLC’s Leverage Ratio. In addition, Acadian LLC is charged a commitment fee based on the average daily unused portion of the revolving credit facility under the Acadian LLC Credit Agreement at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian LLC’s Leverage Ratio.
Under the Acadian LLC Credit Agreement, the ratio of Acadian LLC’s third-party borrowings to Acadian LLC’s trailing twelve months Adjusted EBITDA, as defined by the Acadian LLC Credit Agreement (the “Leverage Ratio”), cannot exceed 2.5x and the Acadian LLC interest coverage ratio must not be less than 4x. At December 31, 2024, Acadian LLC’s Leverage Ratio was 0x and Acadian LLC’s Interest Coverage Ratio was 96.1x.
Senior Notes
In July 2016, we issued $275.0 million of 4.80% Senior Notes due 2026 (the “2026 Notes”). The $275.0 million 2026 Notes were sold at a discount of $(0.5) million and we incurred debt issuance costs of $(3.0) million, which are being amortized to interest expense over the ten-year term. The 2026 Notes can be redeemed at any time prior to the scheduled maturity in part or in aggregate, at the greater of 100% of the principal amount at that time or the sum of the remaining scheduled payments discounted at the treasury rate (as defined) plus 0.5%, together with any related accrued and unpaid interest.
64
As of December 31, 2024, we were in compliance with the required covenants related to borrowings and debt facilities.
Other Compensation Liabilities
Other compensation liabilities principally consist of cash-settled Acadian LLC equity and profit interests liabilities held by key employees, and voluntary deferred compensation plans. The following table summarizes our other compensation liabilities:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | ||||
| Share-based payments liability | $ | 25.4 | $ | 23.0 | ||
| Profit interests liability | 18.7 | — | ||||
| Employee equity | 44.1 | 23.0 | ||||
| Voluntary deferral plan liability | 48.4 | 44.5 | ||||
| Total | $ | 92.5 | $ | 67.5 |
Share-based payments liability represents the value of Acadian LLC key employee-owned equity that may under certain circumstances be repurchased by us that is considered an equity award under U.S. GAAP based on the terms and conditions attached to these interests. Acadian LLC profit interests liability represents the value of Acadian LLC key employee-owned equity that may under certain circumstances be repurchased by us that is not considered an equity award under U.S. GAAP, but rather a form of compensation arrangement, based on the terms and conditions attached to these interests. Our obligation in any given period in respect of funding these potential repurchases of Acadian LLC equity is limited to only that portion that may be put to us by Acadian LLC key employees, which is typically capped annually under the terms of these arrangements such that we are not required to repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian LLC key employees.
Certain of our employees are eligible to participate in our voluntary deferral plan, or VDP, which provides our senior personnel the opportunity to voluntarily defer a portion of their compensation. There is a voluntary deferral plan investment balance included in investments on the Consolidated Balance Sheets that corresponds to this deferral liability.
Additionally, we have recorded accrued incentive compensation of $119.6 million and $101.3 million on the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. Included within the accrued incentive compensation balance is the vested portion of our deferred compensation pool. The deferred compensation pool is based on a contractual percentage of Acadian LLC performance fee revenues and post-bonus profits, and is subject to a three-year vesting period. Compensation expense is recognized over the requisite service period. Unamortized compensation expense related to the unvested portion of the deferred compensation pool of $24.4 million and $14.3 million is expected to be recognized in the years ending December 31, 2025 and 2026, respectively.
For additional discussion of our compensation programs, please refer to the compensation discussions contained within our definitive proxy statement for our 2025 annual meeting of stockholders incorporated herein by reference.
Supplemental Liquidity Measure—Adjusted EBITDA
As supplemental information, we provide information regarding Adjusted EBITDA, which we define as economic net income before net interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP liquidity measure that we provide in addition to, but not as a substitute for, cash flows from operating activities. It should be noted that our calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. We believe Adjusted EBITDA is a useful liquidity metric because it indicates our ability to make further investments in our business, service debt and meet working capital requirements.
65
The following table reconciles our U.S. GAAP net income attributable to controlling interests to EBITDA to Adjusted EBITDA to economic net income for the years ended December 31, 2024, 2023 and 2022:
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2024 | 2023 | 2022 | ||||||
| Net income attributable to controlling interests | $ | 85.0 | $ | 65.8 | 100.6 | ||||
| Net interest expense to third parties | 15.9 | 13.5 | 19.7 | ||||||
| Income tax expense | 38.9 | 29.4 | 44.2 | ||||||
| Depreciation and amortization (including intangible assets) | 18.5 | 17.3 | 18.6 | ||||||
| EBITDA | $ | 158.3 | $ | 126.0 | 183.1 | ||||
| Non-cash compensation costs, including revaluation of Acadian LLC key employee-owned equity and profit interests | 24.2 | 1.2 | (37.7) | ||||||
| (Gain) loss on seed and co-investments | (6.5) | (2.9) | 0.2 | ||||||
| Restructuring(1) | 1.1 | 9.5 | 1.3 | ||||||
| Capital transaction costs | — | — | 3.2 | ||||||
| Adjusted EBITDA | 177.1 | 133.8 | 150.1 | ||||||
| ENI net interest expense to third parties | (11.9) | (11.8) | (17.3) | ||||||
| Depreciation and amortization(2) | (19.0) | (18.6) | (20.8) | ||||||
| Tax on economic net income | (40.4) | (27.7) | (30.4) | ||||||
| Economic net income | $ | 105.8 | $ | 75.7 | 81.6 |
(1)Included in restructuring for the year ended December 31, 2024 are $(1.0) million of severance-related items, $1.3 million costs associated with the transfer of an insurance policy from our former parent, and $0.9 million costs associated with the wind-down of the MACS business in the standalone format. Included in restructuring for the year ended December 31, 2023 are $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million costs associated with the transfer of an insurance policy from our former parent. Included in restructuring for the year ended December 31, 2022 are $0.1 million of restructuring costs and $1.2 million of costs associated with the transfer of an insurance policy from our former parent.
(2)Includes non-cash equity-based award amortization expense.
For a full discussion regarding the items excluded from Adjusted EBITDA above and the calculation of economic net income, refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
Limitations of Adjusted EBITDA
As a non-GAAP, unaudited liquidity measure and derivation of EBITDA, Adjusted EBITDA has certain material limitations. It does not include cash costs associated with capital transactions and excludes certain U.S. GAAP expenses that fall outside the definition of EBITDA. Each of these categories of expense represents costs to us of doing business, and therefore any measure that excludes any or all of these categories of expense has material limitations.
Future Capital Needs
We believe that our available cash and cash equivalents to be generated from operations, supplemented by short-term and long-term financing, as necessary, will be sufficient to fund current operations and capital requirements for at least the next twelve months, as well as our day-to-day operations and future investment requirements. Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability, our relative levels of debt and equity and the overall condition of the credit markets.
66
Commitments, Contingencies and Off-Balance Sheet Obligations
Indemnifications
In the normal course of business, we occasionally enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred.
Off-Balance Sheet Obligations
Off-balance sheet arrangements, as defined by the SEC, include certain contractual arrangements pursuant to which a company has an obligation, such as certain contingent obligations, certain guarantee contracts, retained or contingent interests in assets transferred to an unconsolidated entity, certain derivative instruments classified as equity or material variable interests in unconsolidated entities that provide financing, liquidity, market risk or credit risk support. Disclosure is required for any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity or capital resources. We generally do not enter into off-balance sheet arrangements, other than those described in “Contractual Obligations” as well as Note 5 and Note 14 to our Consolidated Financial Statements included in Item 8 herein, “Variable Interest Entities” and “Commitments and Contingencies”, respectively.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2024:
| Payments due by period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 years | |||||||||||||
| Contractual Obligations | ||||||||||||||||||
| Third party borrowings | $ | 275.0 | $ | — | $ | 275.0 | $ | — | $ | — | ||||||||
| Lease obligations | 77.7 | 9.5 | 18.4 | 16.6 | 33.2 | |||||||||||||
| Maximum Acadian LLC equity and profits interests repurchase obligations(1) | 44.1 | 4.4 | 8.8 | 8.8 | 22.1 | |||||||||||||
| Total contractual obligations | $ | 396.8 | $ | 13.9 | $ | 302.2 | $ | 25.4 | $ | 55.3 |
(1)Represents amortized amounts held by Acadian LLC key employees. Our actual funding of these potential repurchases of Acadian LLC equity and profits interests is limited to only that portion that may be put to us by Acadian LLC key employees or that we decide to call to facilitate succession planning at Acadian LLC, which is typically capped annually such that we do not repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian LLC key employees. Any equity or profits interests repurchased by us are used to fund a portion of variable compensation awards resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity.
67
Critical Accounting Policies and Estimates
Our significant accounting policies are disclosed in Item 8, Financial Statements and Supplementary Data - Note 2, “Significant Accounting Policies.” The accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. These accounting policies and estimates are discussed below; however, the additional accounting policy detail in the footnote previously referenced is important to the discussion of each of the topics. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future.
Share-based compensation plans
We recognize the cost of all share-based payments to directors, senior management and employees, including grants of restricted stock and stock options, as compensation expense in the Consolidated Statements of Operations over the respective vesting periods.
Awards made under our equity plans are accounted for as equity-settled, and the grant date fair value is recognized as compensation expense over the requisite service period, with a corresponding contribution to additional paid-in capital. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on our closing share price as quoted on the New York Stock Exchange on the measurement date. For performance-based awards and stock options, a Monte-Carlo simulation model is used to determine the fair value. Key inputs for the model include: assumed reinvestment of dividends, risk-free interest rate and expected volatility. All excess tax benefits and deficiencies on share-based payment awards are recognized as income tax expense or benefit in the Consolidated Statements of Operations. In addition, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur and excess tax benefits or deficiencies are classified with other income tax cash flows as an operating activity in the Consolidated Statements of Cash Flows. We recognize forfeitures as they occur.
We have compensation arrangements Acadian LLC whereby in exchange for continued service, Acadian LLC equity is either purchased by or granted to key employees and may be repurchased either by Acadian LLC key employees or by us at a future date, subject to service requirements having been met. Awards of equity made to key employees are accounted for as cash-settled, with the fair value recognized as compensation expense over the requisite service period, with a corresponding liability carried within other compensation liabilities on the Consolidated Balance Sheets until the award is settled by us. The fair values of the liabilities are determined with the assistance of third party valuation specialists using discounted cash flow analyses which incorporate assumptions for the forecasted earnings information, growth rates, market risk adjustments, discount rates, when award holders maximize value and post-vesting restrictions. While we believe all assumptions used in determining the fair value of the liabilities are reasonable and appropriate, certain assumptions are subjective and changes in these assumptions could result in different fair value amounts.
Taxation
We file tax returns directly with the U.S., U.K., state tax authorities and in other foreign jurisdictions. These tax returns represent our filing positions within each jurisdiction and settle our tax liabilities. Each jurisdiction has the right to audit those tax returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determinations of our annual provisions are subject to judgments and estimates, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements. As a result, it is likely that additions to, or reductions of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.
Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of
68
these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred tax asset, we consider the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryback and carry forward periods, among other factors.
We utilize a specific recognition threshold and measurement attribute for the Consolidated Financial Statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The prescribed two-step process for evaluating a tax position involves first determining whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. If it is, the second step then requires a company to measure this tax position benefit as the largest cumulative amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Unrecognized tax benefits and related interest and penalties are adjusted periodically to reflect changing facts and circumstances.
Recent Accounting Developments
See discussion of Recent Accounting Developments in Note 2 of the accompanying Consolidated Financial Statements.
FY 2023 10-K MD&A
SEC filing source: 0001748824-24-000010.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to the “Company”, “BrightSphere” or “BSIG” refer to BrightSphere Investment Group Inc., and references to “we,” “our” and “us” refer to BSIG and its consolidated subsidiaries and previously disposed equity-accounted Affiliate, excluding discontinued operations. References to the holding company or “Center” excluding the Affiliates refer to BrightSphere Inc., or BSUS, a Delaware corporation and indirect, wholly owned subsidiary of BSIG. Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “Affiliates” or an “Affiliate” refer to the asset management firms in which we have or previously had an ownership interest. References in this Annual Report on Form 10-K to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Annual Report on Form 10-K constitutes either an offer or a solicitation to buy or sell Acadian’s products or services, nor is any such information a recommendation for Acadian’s products or services.
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes which appear in this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data.
This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
•Overview provides a brief description of our business. It includes information on our reporting segment and underlying Affiliate, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by strategy, client type and client location, and net flows by segment, client type and client location.
•U.S. GAAP Results of Operations for the years ended December 31, 2023, 2022 and 2021 includes an explanation of changes in our U.S. GAAP revenue, expense and other items over the last three years as well as key U.S. GAAP operating metrics.
•Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income attributable to controlling interests and ENI for the years ended December 31, 2023, 2022 and 2021, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key Non-GAAP operating metrics. In addition, this section provides segment analysis for our business segment.
•Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Working Capital and Long-Term Debt; Adjusted EBITDA; Future Capital Needs; and Commitments, Contingencies and Off-Balance Sheet Obligations. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
36
•Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time the policies were applied and estimates were made.
Overview
We are a global asset management holding company headquartered in Boston, Massachusetts. We historically held interests in a group of investment management firms (the “Affiliates”) individually headquartered in the United States. We have completed the disposition of certain Affiliates and currently operate our business through the following segment:
•Quant & Solutions—comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, systematic macro, equity alternatives, and credit strategies. This segment is comprised of our interest in our sole Affiliate, Acadian Asset Management LLC (“Acadian”).
Through Acadian, we offer a diverse range of actively-managed investment strategies and products to institutional investors around the globe.
The corporate head office is included within the Other category, along with our previously disposed Affiliate, Campbell Global, LLC (“Campbell Global”) for the year ended December 31, 2021. We completed the sale of our equity interest in Campbell Global in August 2021. Investment Counselors of Maryland, LLC (“ICM”) is also included in the Other category for the year ended December 31, 2021. We completed the sale of our equity interests in ICM in July 2021. The corporate head office expenses are not allocated to the Company’s business segment, but the Chief Operating Decision Maker (“CODM”) does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
Under U.S. GAAP, Acadian is consolidated into our financial statements. We may also be required to consolidate Acadian’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third party clients in those Funds.
37
The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. Approximately 80% of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees when certain accounts differ in relation to relevant benchmarks or exceed or fail to exceed required returns. Approximately $14.0 billion, or 14%, of our AUM are in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation, calculated as described below, may be awarded in cash, equity or profit interests.
The arrangement in place with Acadian results in the sharing of economics between BSUS and Acadian’s key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of Acadian’s equity or profit interests distribution to its employees.
Variable compensation is the portion of earnings that is contractually allocated to Acadian employees as a bonus pool, typically representing a percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian key employees and those of BSUS are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth.
Equity or profit interests owned by Acadian key employees are awarded as part of their variable compensation arrangement. Over time, Acadian key employee-owned equity or profit interests are recycled from one generation of employee owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by Acadian key employees forgoing cash bonuses in exchange for the equivalent value in Acadian equity or profit interests. The recycling of equity or profit interests is often facilitated by BSUS; see “—U.S. GAAP Results of Operations—U.S. GAAP Expenses—Compensation and Benefits Expense” for a further discussion. Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth.
In this structure, key employees who are managing the business have incentives to manage for profit, but also to manage the business prudently, in the interest of their clients, and invest for growth, since they will benefit over the long term as both employees and equity holders. In this way, Acadian is aligned with BSUS and the public shareholders to generate profits and growth over time.
38
How We Measure Performance
We manage our business based on one segment, reflecting how our management assesses the performance of our business.
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and Affiliate equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.
ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Affiliate equity and profit interests held by Affiliate key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs, and that portion of consolidated Funds which are not attributable to our stockholders.
ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders, and it includes our share of earnings from our former equity-accounted Affiliate.
ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Affiliate key employee owned equity and profit interests, amortization and impairment of acquired intangibles and other acquisition-related items, and certain other non-cash expenses.
“Non-controlling interests” is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Fund that is attributable to the outside investors or clients of the consolidated Fund is included in “Non-controlling interests” in our Consolidated Financial Statements. Conversely, “controlling interests” is the portion of revenue or expense that is attributable to our stockholders.
For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see “—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.”
39
Summary Results of Operations
The following table summarizes our results of operations for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, unless otherwise noted) | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | |||||||||||||
| U.S. GAAP Basis | ||||||||||||||||||
| Revenue | $ | 426.6 | $ | 417.2 | $ | 523.8 | $ | 9.4 | $ | (106.6) | ||||||||
| Pre-tax income from continuing operations attributable to controlling interests | 95.2 | 144.8 | 178.1 | (49.6) | (33.3) | |||||||||||||
| Net income from continuing operations attributable to controlling interests | 65.8 | 100.6 | 128.1 | (34.8) | (27.5) | |||||||||||||
| Net income attributable to controlling interests | 65.8 | 100.6 | 828.4 | (34.8) | (727.8) | |||||||||||||
| U.S. GAAP operating margin(1) | 25 | % | 40 | % | 28 | % | (1540) bps | 1241 bps | ||||||||||
| Earnings per share, basic ($) | $ | 1.59 | $ | 2.39 | $ | 10.73 | $ | (0.80) | $ | (8.34) | ||||||||
| Earnings per share, diluted ($) | 1.55 | 2.33 | 10.29 | $ | (0.78) | $ | (7.96) | |||||||||||
| Basic shares outstanding (in millions) | 41.5 | 42.1 | 77.2 | (0.6) | (35.1) | |||||||||||||
| Diluted shares outstanding (in millions) | 42.5 | 43.2 | 80.5 | (0.7) | (37.3) | |||||||||||||
| Economic Net Income Basis(2)(3) | ||||||||||||||||||
| (Non-GAAP measure used by management) | ||||||||||||||||||
| ENI revenue(4) | $ | 423.6 | $ | 416.8 | $ | 523.5 | $ | 6.8 | $ | (106.7) | ||||||||
| Pre-tax economic net income(5) | 103.4 | 112.0 | 165.4 | (8.6) | (53.4) | |||||||||||||
| ENI operating margin(6) | 28 | % | 32 | % | 38 | % | (385) bps | (617) bps | ||||||||||
| Adjusted EBITDA | $ | 133.8 | $ | 150.1 | $ | 211.7 | $ | (16.3) | $ | (61.6) | ||||||||
| Economic net income(7) | 75.7 | 81.6 | 118.3 | (5.9) | (36.7) | |||||||||||||
| ENI diluted EPS ($) | $ | 1.78 | $ | 1.89 | $ | 1.47 | $ | (0.11) | $ | 0.42 | ||||||||
| Other Operational Information | ||||||||||||||||||
| Assets under management (AUM) excluding discontinued operations at year end (in billions) | $ | 103.7 | $ | 93.6 | $ | 117.2 | $ | 10.1 | $ | (23.6) | ||||||||
| Net client cash flows (in billions) | (2.3) | (3.1) | (5.9) | 0.8 | 2.8 | |||||||||||||
| Annualized revenue impact of net flows(8) | (4.8) | (5.0) | (10.3) | 0.2 | 5.3 |
(1)U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
(2)Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
(3)Excludes severance costs at Acadian of $7.3 million, legal-related restructuring costs at the Center of $0.9 million and costs associated with the transfer of an insurance policy from our former Parent of $1.3 million for the year ended December 31, 2023. Excludes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former Parent of $1.2 million for the year ended December 31, 2022. Excludes income from discontinued operations attributable to controlling interests, as well as restructuring costs at the Center and Affiliates of $3.8 million, costs associated with the transfer of an insurance policy from our former Parent of $1.2 million, and the gain on sale of subsidiaries of $48.6 million for the year ended December 31, 2021.
(4)ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue.
(5)Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP pre-tax income from continuing operations attributable to controlling interests.
40
(6)ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin is most comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds).
(7)Economic net income is the non-GAAP measure which is most directly comparable to U.S. GAAP net income from continuing operations attributable to controlling interests.
(8)Annualized revenue impact of net flows represents annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts, less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts, plus revenue impact from reinvested income and distributions, including our equity-accounted Affiliate. The annualized management fees are calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow, excluding any current or future market appreciation or depreciation, or the net assets lost in the account in the event of an outflow, excluding any current or future market appreciation or depreciation. In addition, reinvested income and distributions are multiplied by the average fee rate to compute the revenue impact. For a further discussion of the uses and limitations of the annualized revenue impact of net flows, see “Assets Under Management” herein.
Assets Under Management
Our total assets under management as of December 31, 2023 were $103.7 billion. The following table presents our assets under management as of each of the dates indicated:
| ($ in billions) | December 31, 2023 | December 31, 2022 | December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Acadian Asset Management | $ | 103.7 | $ | 93.6 | $ | 117.2 |
Our strategies include:
i.Developed Markets equity, which includes Quant & Solutions U.S., global, and international equities; and
ii.Emerging Markets equity, which includes Quant & Solutions equity investments in the emerging and frontier markets
The following table presents our assets under management by strategy as of each of the dates indicated:
| ($ in billions) | December 31, 2023 | December 31, 2022 | December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Developed Markets | $ | 80.7 | $ | 73.2 | $ | 89.3 | ||||
| Emerging Markets | 23.0 | 20.4 | 27.9 | |||||||
| Total assets under management | $ | 103.7 | $ | 93.6 | $ | 117.2 |
41
The following table shows assets under management by client type as of each of the dates indicated:
| ($ in billions) | December 31, 2023 | December 31, 2022 | December 31, 2021 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| Public/Government | $ | 43.7 | 42.1 | % | $ | 39.3 | 42.0 | % | $ | 52.6 | 44.9 | % | ||||||||
| Commingled Trust/UCITS | 25.2 | 24.3 | % | 21.7 | 23.2 | % | 26.1 | 22.3 | % | |||||||||||
| Corporate/Union | 12.0 | 11.6 | % | 13.1 | 14.0 | % | 15.8 | 13.5 | % | |||||||||||
| Sub-advisory | 12.8 | 12.3 | % | 11.8 | 12.6 | % | 14.1 | 12.0 | % | |||||||||||
| Endowment/Foundation | 3.4 | 3.3 | % | 3.1 | 3.3 | % | 3.3 | 2.8 | % | |||||||||||
| Mutual Fund | 0.7 | 0.7 | % | 0.6 | 0.6 | % | 1.0 | 0.9 | % | |||||||||||
| Other | 5.9 | 5.7 | % | 4.0 | 4.3 | % | 4.3 | 3.6 | % | |||||||||||
| Total assets under management | $ | 103.7 | $ | 93.6 | $ | 117.2 |
The following table shows assets under management by client location as of each of the dates indicated:
| ($ in billions) | December 31, 2023 | December 31, 2022 | December 31, 2021 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| U.S. | $ | 69.9 | 67.4 | % | $ | 62.7 | 67.0 | % | $ | 77.1 | 65.8 | % | ||||||||
| Europe | 16.6 | 16.0 | % | 16.3 | 17.4 | % | 20.1 | 17.2 | % | |||||||||||
| Asia | 4.4 | 4.2 | % | 3.2 | 3.4 | % | 5.5 | 4.7 | % | |||||||||||
| Australia | 6.5 | 6.3 | % | 5.6 | 6.0 | % | 5.9 | 5.0 | % | |||||||||||
| Other | 6.3 | 6.1 | % | 5.8 | 6.2 | % | 8.6 | 7.3 | % | |||||||||||
| Total assets under management | $ | 103.7 | $ | 93.6 | $ | 117.2 |
AUM flows and the annualized revenue impact of net flows
Net client cash flows and revenue impact of net client cash flows for all periods include reinvested income and distributions. Reinvested income and distributions represent investment yield that is reinvested back into the portfolios as opposed to distributed as cash.
In the following table, we present our asset flows and market appreciation (depreciation) by segment. We also present a key metric used to better understand our asset flows, the annualized revenue impact of net client cash flows. Annualized revenue impact of net flows represents annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts (inflows), less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts (outflows), plus revenue impact from reinvested income and distributions. Annualized management fee for client flow is calculated by multiplying the annual gross fee rate for the relevant account with the inflow or the outflow, including our equity-accounted Affiliate. In addition, reinvested income and distributions is multiplied by the average fee rate for the respective segment to compute the revenue impact.
The annualized revenue impact of net flows metric is designed to provide investors with a better indication of the potential financial impact of net client cash flows, however it has certain limitations. For instance, it does not include assumptions for the next twelve months’ market appreciation or depreciation and investment performance associated with the assets gained or lost. Nor does it account for factors such as future client terminations or additional contributions or withdrawals over the next twelve months. Additionally, the basis points reported are fee rates based on the asset levels at the time of the transactions and do not consider the fact that client fee rates may change over the next twelve months.
42
The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated:
| ($ in billions, unless otherwise noted) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| Quant & Solutions | ||||||||||
| Beginning balance | $ | 93.6 | $ | 117.2 | $ | 107.0 | ||||
| Gross inflows | 9.3 | 11.1 | 10.6 | |||||||
| Gross outflows | (15.2) | (18.0) | (19.7) | |||||||
| Reinvested income and distributions | 3.6 | 3.8 | 2.7 | |||||||
| Net flows | (2.3) | (3.1) | (6.4) | |||||||
| Market appreciation (depreciation) | 12.4 | (20.5) | 15.5 | |||||||
| Other(1) | — | — | 1.1 | |||||||
| Ending balance | $ | 103.7 | $ | 93.6 | $ | 117.2 | ||||
| Average AUM(2) | $ | 98.4 | $ | 98.7 | $ | 113.9 | ||||
| Liquid Alpha(3) | ||||||||||
| Beginning balance | $ | — | $ | — | $ | 3.2 | ||||
| Sale of Affiliates | — | — | — | |||||||
| Gross inflows | — | — | — | |||||||
| Gross outflows | — | — | — | |||||||
| Reinvested income and distributions | — | — | — | |||||||
| Net flows | — | — | — | |||||||
| Market appreciation (depreciation) | — | — | — | |||||||
| Other(3) | — | — | (3.2) | |||||||
| Ending balance | $ | — | $ | — | $ | — | ||||
| Average AUM | $ | — | $ | — | $ | — | ||||
| Other(3) | ||||||||||
| Beginning balance | $ | — | $ | — | $ | 5.8 | ||||
| Sale of Affiliates | — | — | (8.9) | |||||||
| Gross inflows | — | — | 0.7 | |||||||
| Gross outflows | — | — | (0.2) | |||||||
| Net flows | — | — | 0.5 | |||||||
| Market appreciation | — | — | 0.6 | |||||||
| Other(1)(3)(4) | — | — | 2.0 | |||||||
| Ending balance | $ | — | $ | — | $ | — | ||||
| Average AUM | $ | — | $ | — | $ | 5.4 | ||||
| Average AUM of consolidated Affiliates | $ | — | $ | — | $ | 2.9 | ||||
| Total | ||||||||||
| Beginning balance | $ | 93.6 | $ | 117.2 | $ | 116.0 | ||||
| Sale of Affiliates | — | — | (8.9) | |||||||
| Gross inflows | 9.3 | 11.1 | 11.3 | |||||||
| Gross outflows | (15.2) | (18.0) | (19.9) | |||||||
| Reinvested income and distributions | 3.6 | 3.8 | 2.7 | |||||||
| Net flows | (2.3) | (3.1) | (5.9) | |||||||
| Market appreciation (depreciation) | 12.4 | (20.5) | 16.1 | |||||||
| Other(4) | — | — | (0.1) | |||||||
| Ending balance | $ | 103.7 | $ | 93.6 | $ | 117.2 | ||||
| Average AUM | $ | 98.4 | $ | 98.7 | $ | 119.3 | ||||
| Average AUM of consolidated Affiliates | $ | 98.4 | $ | 98.7 | $ | 116.8 | ||||
| Annualized basis points: inflows | 48.7 | 46.6 | 46.4 | |||||||
| Annualized basis points: outflows | 42.2 | 39.6 | 36.5 | |||||||
| Annualized revenue impact of net flows ($ in millions) | $ | (4.8) | $ | (5.0) | $ | (10.3) |
43
(1)AUM representing liquid alternative strategies previously excluded from the Quant & Solutions segment has been reclassified as of January 1, 2021.
(2)Average AUM equals average AUM of consolidated Affiliates.
(3)ICM has been reclassified to the Other category as of the beginning of the first quarter of 2021. The Other category includes movements of our previously disposed affiliates, Campbell Global and ICM, for the year ended December 31, 2021.
(4)Other movements related to billable assets adjustment for our previous Affiliate.
We also analyze our asset flows by client type and client location. Our client types include:
i.Sub-advisory, which includes assets managed for underlying mutual fund and variable insurance products which are sponsored by insurance companies and mutual fund platforms, where the end client is typically retail;
ii.Institutional, which includes assets managed for public/government pension funds, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national pension funds; also includes corporate and union-sponsored pension plans; and
iii.Retail/other, which includes assets managed for mutual funds sponsored by our Affiliates, defined contribution plans and accounts managed for high net worth clients.
44
The following table summarizes our asset flows by client type for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| Sub-advisory | ||||||||||
| Beginning balance | $ | 11.8 | $ | 14.1 | $ | 11.5 | ||||
| Sale of Affiliates | — | — | (0.4) | |||||||
| Gross inflows | 1.5 | 1.3 | 2.8 | |||||||
| Gross outflows | (2.1) | (1.8) | (1.7) | |||||||
| Reinvested income and distributions | 0.5 | 0.5 | 0.3 | |||||||
| Net flows | (0.1) | — | 1.4 | |||||||
| Market appreciation (depreciation) | 1.1 | (2.3) | 1.6 | |||||||
| Ending balance | $ | 12.8 | $ | 11.8 | $ | 14.1 | ||||
| Institutional | ||||||||||
| Beginning balance | $ | 77.2 | $ | 97.8 | $ | 97.8 | ||||
| Sale of Affiliates | — | — | (6.0) | |||||||
| Gross inflows | 6.3 | 8.3 | 7.1 | |||||||
| Gross outflows | (12.5) | (15.1) | (16.6) | |||||||
| Reinvested income and distributions | 2.9 | 3.1 | 2.3 | |||||||
| Net flows | (3.3) | (3.7) | (7.2) | |||||||
| Market appreciation (depreciation) | 10.4 | (16.9) | 13.3 | |||||||
| Other(1) | — | — | (0.1) | |||||||
| Ending balance | $ | 84.3 | $ | 77.2 | $ | 97.8 | ||||
| Retail / Other | ||||||||||
| Beginning balance | $ | 4.6 | $ | 5.3 | $ | 6.7 | ||||
| Sale of Affiliates | — | — | (2.5) | |||||||
| Gross inflows | 1.5 | 1.5 | 1.4 | |||||||
| Gross outflows | (0.6) | (1.1) | (1.6) | |||||||
| Reinvested income and distributions | 0.2 | 0.2 | 0.1 | |||||||
| Net flows | 1.1 | 0.6 | (0.1) | |||||||
| Market appreciation (depreciation) | 0.9 | (1.3) | 1.2 | |||||||
| Ending balance | $ | 6.6 | $ | 4.6 | $ | 5.3 | ||||
| Total | ||||||||||
| Beginning balance | $ | 93.6 | $ | 117.2 | $ | 116.0 | ||||
| Sale of Affiliates | — | — | (8.9) | |||||||
| Gross inflows | 9.3 | 11.1 | 11.3 | |||||||
| Gross outflows | (15.2) | (18.0) | (19.9) | |||||||
| Reinvested income and distributions | 3.6 | 3.8 | 2.7 | |||||||
| Net flows | (2.3) | (3.1) | (5.9) | |||||||
| Market appreciation (depreciation) | 12.4 | (20.5) | 16.1 | |||||||
| Other(1) | — | — | (0.1) | |||||||
| Ending balance | $ | 103.7 | $ | 93.6 | $ | 117.2 |
(1)Other movements related to billable assets adjustment for our previous Affiliate.
45
Our categorization of assets under management by client location includes:
i.U.S.-based clients, where the contracting client is based in the United States, and
ii.Non-U.S.-based clients, where the contracting client is based outside the United States.
The following table summarizes asset flows by client location for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| U.S. | ||||||||||
| Beginning balance | $ | 62.7 | $ | 77.1 | $ | 77.4 | ||||
| Sale of Affiliates | — | — | (7.9) | |||||||
| Gross inflows | 5.4 | 6.0 | 6.6 | |||||||
| Gross outflows | (9.1) | (9.0) | (11.8) | |||||||
| Reinvested income and distributions | 2.4 | 2.6 | 1.8 | |||||||
| Net flows | (1.3) | (0.4) | (3.4) | |||||||
| Market appreciation (depreciation) | 8.5 | (14.0) | 11.0 | |||||||
| Ending balance | $ | 69.9 | $ | 62.7 | $ | 77.1 | ||||
| Non-U.S. | ||||||||||
| Beginning balance | $ | 30.9 | $ | 40.1 | $ | 38.6 | ||||
| Sale of Affiliates | — | (1.0) | ||||||||
| Gross inflows | 3.9 | 5.1 | 4.7 | |||||||
| Gross outflows | (6.1) | (9.0) | (8.1) | |||||||
| Reinvested income and distributions | 1.2 | 1.2 | 0.9 | |||||||
| Net flows | (1.0) | (2.7) | (2.5) | |||||||
| Market appreciation (depreciation) | 3.9 | (6.5) | 5.1 | |||||||
| Other(1) | — | — | (0.1) | |||||||
| Ending balance | $ | 33.8 | $ | 30.9 | $ | 40.1 | ||||
| Total | ||||||||||
| Beginning balance | $ | 93.6 | $ | 117.2 | $ | 116.0 | ||||
| Sale of Affiliates | — | — | (8.9) | |||||||
| Gross inflows | 9.3 | 11.1 | 11.3 | |||||||
| Gross outflows | (15.2) | (18.0) | (19.9) | |||||||
| Reinvested income and distributions | 3.6 | 3.8 | 2.7 | |||||||
| Net flows | (2.3) | (3.1) | (5.9) | |||||||
| Market appreciation (depreciation) | 12.4 | (20.5) | 16.1 | |||||||
| Other(1) | — | — | (0.1) | |||||||
| Ending balance | $ | 103.7 | $ | 93.6 | $ | 117.2 |
(1)Other movements related to billable assets adjustment for our previous Affiliate.
46
At December 31, 2023, our total assets under management were $103.7 billion, an increase of $10.1 billion or 10.8%, compared to $93.6 billion at December 31, 2022. The assets under management at December 31, 2022 represented a decrease of $(23.6) billion or (20.1)% compared to $117.2 billion at December 31, 2021. The change in assets under management during the year ended December 31, 2023 reflects net market appreciation of $12.4 billion and net flows of $(2.3) billion, including reinvested income and distributions of $3.6 billion. The change in assets under management during the year ended December 31, 2022 reflects net market depreciation of $(20.5) billion and net flows of $(3.1) billion, including reinvested income and distributions of $3.8 billion. The change in assets under management during the year ended December 31, 2021 reflects the sale of Campbell Global and ICM of $(8.9) billion, net flows of $(5.9) billion, including reinvested income and distributions of $2.7 billion, and realizations and other of $(0.1) billion, offset by net market appreciation of $16.1 billion.
For the year ended December 31, 2023, our net outflows were $(2.3) billion compared to net outflows of $(3.1) billion for the year ended December 31, 2022 and net outflows of $(5.9) billion for the year ended December 31, 2021. The change in net outflows for the year ended December 31, 2023 was primarily due to lower outflows in certain Acadian strategies, partly as a result of less sizeable client-driven asset re-allocation. The change in net outflows for the year ended December 31, 2022 was primarily due to lower outflows in certain Acadian strategies, partly as the result of improved relative investment performance in the year ended December 31, 2022. Reinvested income and distributions of $3.6 billion, $3.8 billion, and $2.7 billion are reflected in the net flows for the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31, 2023, the annualized revenue impact of the net flows improved to $(4.8) million compared to $(5.0) million for the year ended December 31, 2022 and $(10.3) million for the year ended December 31, 2021.
47
U.S. GAAP Results of Operations
For the Years Ended December 31, 2023, 2022 and 2021
Our U.S. GAAP results of operations were as follows for the years ended December 31, 2023, 2022 and 2021.
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions unless otherwise noted) | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | |||||||||||||
| U.S. GAAP Consolidated Statements of Operations(1) | ||||||||||||||||||
| Management fees | $ | 373.2 | $ | 367.4 | $ | 433.3 | $ | 5.8 | $ | (65.9) | ||||||||
| Performance fees | 50.4 | 49.4 | 84.8 | 1.0 | (35.4) | |||||||||||||
| Other revenue | — | — | 5.7 | — | (5.7) | |||||||||||||
| Consolidated Funds’ revenue | 3.0 | 0.4 | — | 2.6 | 0.4 | |||||||||||||
| Total revenue | 426.6 | 417.2 | 523.8 | 9.4 | (106.6) | |||||||||||||
| Compensation and benefits | 217.9 | 159.2 | 284.6 | 58.7 | (125.4) | |||||||||||||
| General and administrative expense | 82.6 | 71.1 | 71.2 | 11.5 | (0.1) | |||||||||||||
| Amortization of acquired intangibles | — | 0.1 | 0.1 | (0.1) | — | |||||||||||||
| Depreciation and amortization | 17.3 | 18.5 | 22.1 | (1.2) | (3.6) | |||||||||||||
| Consolidated Funds’ expense | 2.8 | 0.4 | — | 2.4 | 0.4 | |||||||||||||
| Total operating expenses | 320.6 | 249.3 | 378.0 | 71.3 | (128.7) | |||||||||||||
| Operating income | 106.0 | 167.9 | 145.8 | (61.9) | 22.1 | |||||||||||||
| Investment income (loss) | (0.1) | 0.2 | 8.3 | (0.3) | (8.1) | |||||||||||||
| Interest income | 6.1 | 0.8 | 0.2 | 5.3 | 0.6 | |||||||||||||
| Interest expense | (19.6) | (20.5) | (24.8) | 0.9 | (4.3) | |||||||||||||
| Loss on extinguishment of debt | — | (3.2) | — | 3.2 | (3.2) | |||||||||||||
| Gain on sale of subsidiaries | — | — | 48.6 | — | (48.6) | |||||||||||||
| Net consolidated Funds’ investment gains (losses) | 4.1 | (0.4) | — | 4.5 | (0.4) | |||||||||||||
| Income from continuing operations before taxes | 96.5 | 144.8 | 178.1 | (48.3) | (33.3) | |||||||||||||
| Income tax expense | 29.4 | 44.2 | 50.0 | (14.8) | (5.8) | |||||||||||||
| Income from continuing operations | 67.1 | 100.6 | 128.1 | (33.5) | (27.5) | |||||||||||||
| Income from discontinued operations, net of tax | — | — | 77.3 | — | (77.3) | |||||||||||||
| Gain on disposal of discontinued operations, net of tax | — | — | 691.0 | — | (691.0) | |||||||||||||
| Net income | 67.1 | 100.6 | 896.4 | (33.5) | (795.8) | |||||||||||||
| Net income attributable to non-controlling interests in consolidated Funds | 1.3 | — | 68.0 | 1.3 | (68.0) | |||||||||||||
| Net income attributable to controlling interests | $ | 65.8 | $ | 100.6 | $ | 828.4 | $ | (34.8) | $ | (727.8) | ||||||||
| Basic earnings per share ($) | $ | 1.59 | $ | 2.39 | $ | 10.73 | $ | (0.80) | $ | (8.34) | ||||||||
| Diluted earnings per share ($) | 1.55 | 2.33 | 10.29 | (0.78) | (7.96) | |||||||||||||
| Weighted average shares of common stock outstanding—basic | 41.5 | 42.1 | 77.2 | (0.6) | (35.1) | |||||||||||||
| Weighted average shares of common stock outstanding—diluted | 42.5 | 43.2 | 80.5 | (0.7) | (37.3) | |||||||||||||
| U.S. GAAP operating margin (2) | 25 | % | 40 | % | 28 | % | (1540) bps | 1241 bps |
(1)Certain Funds have been consolidated due to our seed capital or co-investments in the Funds.
(2)U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
48
The following table reconciles our net income attributable to controlling interests to our pre-tax income from continuing operations attributable to controlling interests:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP Consolidated Statements of Operations | ||||||||||
| Net income attributable to controlling interests | $ | 65.8 | $ | 100.6 | $ | 828.4 | ||||
| Exclude: Net income from discontinued operations attributable to controlling interests | — | — | (700.3) | |||||||
| Net income from continuing operations attributable to controlling interests | 65.8 | 100.6 | 128.1 | |||||||
| Add: Income tax expense | 29.4 | 44.2 | 50.0 | |||||||
| Pre-tax income from continuing operations attributable to controlling interests | $ | 95.2 | $ | 144.8 | $ | 178.1 |
U.S. GAAP Revenues
Our U.S. GAAP revenues principally consist of:
i.management fees earned based on our overall weighted average fee rate charged to our clients and the level of assets under management;
ii.performance fees earned when our Affiliates’ investment performance over agreed time periods for certain clients has differed from pre-determined hurdles;
iii.other revenue, consisting primarily of consulting services as well as reimbursement of certain Fund expenses our Affiliates paid on behalf of our Funds; and
iv.revenue from consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Management Fees
Our management fees are a function of the fee rates charged to our clients, which are typically expressed in basis points, and the levels of our assets under management.
Average basis points earned on average assets under management were 37.9 bps for the year ended December 31, 2023, 37.2 bps for the year ended December 31, 2022 and 37.1 bps for the year ended December 31, 2021. The greatest driver of increases or decreases in this average fee rate is changes in the mix of our assets under management caused by net inflows or outflows in certain asset classes, dispositions, and disproportionate market movements.
Year ended December 31, 2023 compared to year ended December 31, 2022: Management fees increased $5.8 million, or 1.6%, from $367.4 million for the year ended December 31, 2022 to $373.2 million for the year ended December 31, 2023. The increase was primarily due to the improvement in blended average basis points on assets under management, due to fee rates from inflows being higher than outflows in 2022 and 2023. Average assets under management decreased (0.3)%, from $98.7 billion for the year ended compared to $98.4 billion for the year ended December 31, 2023, mainly due to large equity market declines in 2022 that reduced the beginning of 2023 assets under management to $93.6 billion.
49
Year ended December 31, 2022 compared to year ended December 31, 2021: Management fees decreased $(65.9) million, or (15.2)%, from $433.3 million for the year ended December 31, 2021 to $367.4 million for the year ended December 31, 2022. The decrease was primarily due to a decrease in average assets under management, a decrease in performance fees, as well as the disposition of Campbell Global in the third quarter of 2021. Average assets under management excluding our previous equity-accounted Affiliate decreased (15.0)%, from $116.8 billion for the year ended December 31, 2021 to $98.7 billion for the year ended December 31, 2022, primarily due to the negative market and net outflows over the previous twelve months, as well as the disposition of Campbell Global in the third quarter of 2021.
Performance Fees
Approximately $14.0 billion, or 14% of our AUM at December 31, 2023, are in accounts with performance fee features in which we participate. Performance fees are typically shared with our Affiliate key employees through various contractual compensation and profit-sharing arrangements.
Year ended December 31, 2023 compared to year ended December 31, 2022: Performance fees increased $1.0 million, or 2.0%, from $49.4 million for the year ended December 31, 2022 to $50.4 million for the year ended December 31, 2023, primarily due to strong performance relative to market in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods.
Year ended December 31, 2022 compared to year ended December 31, 2021: Performance fees decreased $(35.4) million, or (41.7)%, from $84.8 million for the year ended December 31, 2021 to $49.4 million for the year ended December 31, 2022. The decrease is partially driven by the reduction in assets under management, changes in outperformance during the year, and the disposition of Campbell Global in the third quarter of 2021.
Other Revenue
Year ended December 31, 2023 compared to year ended December 31, 2022: There was no other revenue for the year ended December 31, 2023 and the year ended December 31, 2022.
Year ended December 31, 2022 compared to year ended December 31, 2021: Other revenue was $5.7 million for the year ended December 31, 2021. There was no other revenue for the year ended December 31, 2022. The decrease was attributable to the sale of Campbell Global during the year ended December 31, 2021.
U.S. GAAP Expenses
Our U.S. GAAP expenses principally consist of:
i.compensation paid to our investment professionals and other employees, including base salary, benefits, sales-based compensation, variable compensation, Affiliate distributions, and revaluation of key employee owned Affiliate equity and profit interests;
ii.general and administrative expenses;
iii.amortization of acquired intangible assets;
iv.depreciation and amortization charges; and
v.expenses of consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
50
Compensation and Benefits Expense
Our most significant category of expense is compensation and benefits awarded to our and our Affiliates’ employees. The following table presents the components of U.S. GAAP compensation expense for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Fixed compensation and benefits(1) | $ | 93.1 | $ | 86.1 | $ | 100.2 | ||||
| Sales-based compensation(2) | 7.6 | 7.7 | 7.6 | |||||||
| Variable compensation(3) | 112.2 | 100.3 | 130.5 | |||||||
| Affiliate key employee distributions(4) | 5.1 | 5.1 | 13.4 | |||||||
| Non-cash Affiliate key employee equity revaluations(5) | (0.1) | (40.0) | 32.9 | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 217.9 | $ | 159.2 | $ | 284.6 |
(1)Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided. For the year ended December 31, 2023, $93.1 million of fixed compensation and benefits (of the $93.1 million above) is included within economic net income. For the year ended December 31, 2022, $86.1 million of fixed compensation and benefits (of the $86.1 million above) is included within economic net income. For the year ended December 31, 2021, $97.2 million of fixed compensation and benefits (of the $100.2 million above) is included within economic net income, which excludes Fund expenses initially paid by our Affiliates on the Fund’s behalf and subsequently reimbursed. The year ended December 31, 2021 reflects the recategorization of Fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the years ended December 31, 2023 and 2022.
(2)Sales-based compensation is paid to our Affiliates’ sales and distribution teams and represents compensation earned by our sales professionals, paid over a multi-year period, related to revenue earned on new sales. Its variability is based upon the structure of sales-based compensation due on inflows of assets under management and market-based movement in both current and prior periods.
(3)Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI profits before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. In Affiliates with an agreed split of performance fees between Affiliate employees and BSUS, the Affiliates’ share of performance fees, which ranges between 60%-75% of the total, is allocated entirely to variable compensation. For certain Affiliates, the variable compensation earned on performance fees vest over three-years and compensation expense is recognized over that service period. Center variable compensation includes cash and BSIG equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period.
51
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Cash variable compensation | $ | 105.9 | $ | 90.8 | $ | 124.6 | ||||
| Non-cash equity-based award amortization | 6.3 | 9.5 | 5.9 | |||||||
| Total variable compensation(a) | $ | 112.2 | $ | 100.3 | $ | 130.5 |
(a)For the year ended December 31, 2023, $104.9 million of variable compensation expense (of the $112.2 million above) is included within economic net income, which excludes the variable compensation associated with restructuring at Acadian of $7.3 million. For the year ended December 31, 2022, $100.3 million of variable compensation expense (of the $100.3 million above) is included within economic net income. For the year ended December 31, 2021, $129.6 million of variable compensation expense (of the $130.5 million above) is included within economic net income, which excludes the variable compensation associated with restructuring at an Affiliate of $0.9 million.
(4)Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold, the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages.
(5)Non-cash Affiliate key employee equity revaluations represent changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may, in certain circumstances, be repurchased by BSUS at a value based on a pre-determined fixed multiple of twelve-month earnings and as such a liability is carried on our balance sheet based on the expected cash to be paid. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is not required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
52
Fluctuations in compensation and benefits expense for the periods presented are discussed below.
Year ended December 31, 2023 compared to year ended December 31, 2022: Compensation and benefits expense increased $58.7 million, or 36.9%, from $159.2 million for the year ended December 31, 2022 to $217.9 million for the year ended December 31, 2023. Fixed compensation and benefits increased $7.0 million, or 8.1%, from $86.1 million for the year ended December 31, 2022 to $93.1 million for the year ended December 31, 2023, primarily reflecting cost of living increases and the new hires to support our growth initiatives. Variable compensation increased $11.9 million, or 11.9%, from $100.3 million for the year ended December 31, 2022 to $112.2 million for the year ended December 31, 2023. The increase was primarily attributable to severance-related costs at Acadian in the year ended December 31, 2023 and the inclusion of deferred compensation expense earned on current and prior year performance fee revenues, of which Acadian’s share is determined by a contractual split and recognized as compensation expense over a vesting period. Sales-based compensation decreased $(0.1) million, or (1.3)%, from $7.7 million for the year ended December 31, 2022 to $7.6 million for the year ended December 31, 2023 as a result of the structure of sales-based compensation programs, driven by the timing of asset inflows which trigger sales-based compensation in both current and prior periods. Affiliate key employee distributions were unchanged at $5.1 million for each of the years ended December 31, 2023 and 2022, respectively. Revaluations of Affiliate key employee equity changed $39.9 million in 2023, reflecting revaluations of key employee ownership interests at Acadian, as the value of the equity plan liability decreased $(40.0) million for the year ended December 31, 2022, and decreased $(0.1) million for the year ended December 31, 2023. The changes in value year over year reflect changes in earnings, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates.
Year ended December 31, 2022 compared to year ended December 31, 2021: Compensation and benefits expense decreased $(125.4) million, or (44.1)%, from $284.6 million for the year ended December 31, 2021 to $159.2 million for the year ended December 31, 2022. Fixed compensation and benefits decreased $(14.1) million, or (14.1)%, from $100.2 million for the year ended December 31, 2021 to $86.1 million for the year ended December 31, 2022, primarily reflecting the disposition of Affiliates. Variable compensation decreased $(30.2) million, or (23.1)%, from $130.5 million for the year ended December 31, 2021 to $100.3 million for the year ended December 31, 2022. The decrease was primarily attributable to lower pre-bonus profits in the year ended December 31, 2022 and the disposition of Campbell Global. The decrease was partially offset by the inclusion of deferred compensation expense earned on prior year performance fee revenues, of which the Affiliate’s share is determined by a contractual split and recognized as compensation expense over a vesting period. Sales-based compensation increased $0.1 million, or 1.3%, from $7.6 million for the years ended December 31, 2021 to $7.7 million for the year ended December 31, 2022. Affiliate key employee distributions decreased $(8.3) million, or (61.9)%, from $13.4 million for the year ended December 31, 2021 to $5.1 million for the year ended December 31, 2022 as a result of lower underlying operating earnings at the consolidated Affiliates. Revaluations of Affiliate key employee equity changed by $(72.9) million in 2022, reflecting revaluations of key employee ownership interests at our consolidated Affiliates, as the value of Affiliate equity increased $32.9 million for the year ended December 31, 2021, and decreased $(40.0) million for the year ended December 31, 2022. The changes in value year over year reflect changes in earnings, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates.
General and Administrative Expense
Year ended December 31, 2023 compared to year ended December 31, 2022: General and administrative expense increased $11.5 million, or 16.2%, from $71.1 million for the year ended December 31, 2022 to $82.6 million for the year ended December 31, 2023. The increase was primarily due to higher systems, consultant and portfolio costs, as well as the impact of inflation and changes in foreign currency.
Year ended December 31, 2022 compared to year ended December 31, 2021: General and administrative expense decreased $(0.1) million, or (0.1)%, from $71.2 million for the year ended December 31, 2021 to $71.1 million for the year ended December 31, 2022. The decrease was primarily due to the disposition of Affiliates, offset partially by an increase in travel and entertainment, consulting, and system costs in the year ended December 31, 2022.
53
Amortization of Acquired Intangibles Expense
Year ended December 31, 2023 compared to year ended December 31, 2022: Amortization of acquired intangibles expense was $0.1 million for the year ended December 31, 2022. There was no amortization of acquired intangibles expense for the year ended December 31, 2023. This account reflects the amortization of intangible assets acquired by Acadian.
Year ended December 31, 2022 compared to year ended December 31, 2021: Amortization of acquired intangibles expense was unchanged at $0.1 million for the years ended December 31, 2022 and 2021, respectively. This account reflects the amortization of intangible assets acquired by Acadian.
Depreciation and Amortization Expense
Year ended December 31, 2023 compared to year ended December 31, 2022: Depreciation and amortization expense decreased $(1.2) million, or (6.5)%, from $18.5 million for the year ended December 31, 2022 to $17.3 million for the year ended December 31, 2023. The decrease was primarily attributable to the effect of certain assets becoming fully depreciated.
Year ended December 31, 2022 compared to year ended December 31, 2021: Depreciation and amortization expense decreased $(3.6) million, or (16.3)%, from $22.1 million for the year ended December 31, 2021 to $18.5 million for the year ended December 31, 2022. The decrease was primarily attributable to the effect of certain assets becoming fully depreciated and the disposition of Affiliates in 2021.
U.S. GAAP Other Non-Operating Items of Income and Expense
Other non-operating items of income and expense consist of:
i.investment income (loss);
ii.interest income;
iii.interest expense;
iv.loss on extinguishment of debt; and
v.gain on sale of subsidiaries
Investment Income
Year ended December 31, 2023 compared to year ended December 31, 2022: Investment income decreased $(0.3) million, or (150.0)%, from $0.2 million for the year ended December 31, 2022 to $(0.1) million for the year ended December 31, 2023. The decrease is due to a decrease in returns generated by seed capital investments in the year ended December 31, 2023.
Year ended December 31, 2022 compared to year ended December 31, 2021: Investment income decreased $(8.1) million, or (97.6)%, from $8.3 million for the year ended December 31, 2021 to $0.2 million for the year ended December 31, 2022. The decrease is due to lower returns generated by seed capital investments in the current year driven by the market decline in the year ended December 31, 2022.
54
Interest Income
Year ended December 31, 2023 compared to year ended December 31, 2022: Interest income increased $5.3 million, from $0.8 million for the year ended December 31, 2022 to $6.1 million for the year ended December 31, 2023. The increase was due to higher average cash balances and an increase in short-term investment returns in 2023.
Year ended December 31, 2022 compared to year ended December 31, 2021: Interest income increased $0.6 million, from $0.2 million for the year ended December 31, 2021 to $0.8 million for the year ended December 31, 2022. The increase was due to an increase in short-term investment returns in 2022.
Interest Expense
Year ended December 31, 2023 compared to year ended December 31, 2022: Interest expense decreased $0.9 million, or 4.4%, from $20.5 million for the year ended December 31, 2022 to $19.6 million for the year ended December 31, 2023, primarily due to the $1.3 million of additional interest expense incurred for the year ended December 31, 2022 related to the amortization of the cash flow hedge associated with the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Year ended December 31, 2022 compared to year ended December 31, 2021: Interest expense decreased $(4.3) million, or (17.3)%, from $24.8 million for the year ended December 31, 2021 to $20.5 million for the year ended December 31, 2022, primarily reflecting a lower balance of third party borrowings in 2022, slightly offset by $1.3 million of additional interest expense related to the amortization of the cash flow hedge associated with the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Loss on Extinguishment of Debt
Year ended December 31, 2023 compared to year ended December 31, 2022: There was no loss on extinguishment of debt for the year ended December 31, 2023. Loss on extinguishment of debt was $3.2 million for the year ended December 31, 2022 as a result of the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Year ended December 31, 2022 compared to year ended December 31, 2021: There was no loss on extinguishment of debt for the year ended December 31, 2021. Loss on extinguishment of debt was $3.2 million for the year ended December 31, 2022 as a result of the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Gain on Sale of Subsidiaries
Year ended December 31, 2023 compared to year ended December 31, 2022: There was no gain on sale of subsidiaries in the years ended December 31, 2023 and 2022.
Year ended December 31, 2022 compared to year ended December 31, 2021: Gain on sale of subsidiaries was $48.6 million for the year ended December 31, 2021, representing our gain on sale of our equity interest in ICM and Campbell Global, slightly offset by the loss on disposition of a business unit during the year ended December 31, 2021. There was no gain on sale of subsidiaries in the year ended December 31, 2022.
55
U.S. GAAP Income Tax Expense
Our effective tax rate has been impacted by changes in liabilities for uncertain tax positions, tax effects of stock-based compensation, limitations on executive compensation, the mix of income earned in the United States versus lower-taxed foreign jurisdictions. Our effective tax rate could be impacted in the future by these items as well as further changes in tax laws and regulations in jurisdictions in which we operate.
Year ended December 31, 2023 compared to year ended December 31, 2022: Income tax expense decreased $(14.8) million, from $44.2 million for the year ended December 31, 2022 to $29.4 million for the year ended December 31, 2023. The decrease in income tax expense is primarily related to the decrease in income from continuing operations for the year ended December 31, 2023.
Year ended December 31, 2022 compared to year ended December 31, 2021: Income tax expense decreased $(5.8) million, from $50.0 million for the year ended December 31, 2021 to $44.2 million for the year ended December 31, 2022. The decrease in income tax expense is primarily related to the decrease in the income from continuing operations for the year ended December 31, 2022.
U.S. GAAP Consolidated Funds
The net income or loss of all consolidated Funds, excluding any income or loss attributable to seed capital or co-investments we make in the Funds, is included in non-controlling interests in our Consolidated Financial Statements and is not included in net income attributable to controlling interests or in management fees.
Year ended December 31, 2023 compared to year ended December 31, 2022: Consolidated Funds’ revenue increased $2.6 million, from $0.4 million for the year ended December 31, 2022 to $3.0 million for the year ended December 31, 2023. Consolidated Funds’ expense increased $2.4 million, from $0.4 million for the year ended $0.4 million to $2.8 million for the year ended December 31, 2023. The increase in Consolidated Funds’ revenue and increase in Consolidated Funds’ expense is due to changes in the population of Consolidated Funds during the year ended December 31, 2023.
Year ended December 31, 2022 compared to year ended December 31, 2021: Consolidated Funds’ revenue was $0.4 million for the year ended December 31, 2022. Consolidated Funds’ expense was $0.4 million for the year ended December 31, 2022. There were no consolidated Funds during the year ended December 31, 2021.
Discontinued Operations
As discussed further in Note 3 of our accompanying Consolidated Financial Statements, we completed the sale of all our equity interests in TSW on July 19, 2021, and we completed the sale of all our equity interests in Landmark on June 2, 2021. As a result, Landmark and TSW are reported within discontinued operations.
Year ended December 31, 2023 compared to year ended December 31, 2022: There was no income from discontinued operations for the years ended December 31, 2023 and 2022.
Year ended December 31, 2022 compared to year ended December 31, 2021: Income from discontinued operations was $77.3 million for the year ended December 31, 2021, representing the income from TSW and Landmark, including consolidated Landmark Funds. There was no income from discontinued operations for the year ended December 31, 2022. The gain on disposal of discontinued operations, net of tax was $691.0 million for the year ended December 31, 2021 representing our gain on sale of our equity interests in Landmark and TSW. There was no gain on disposal of discontinued operations for the year ended December 31, 2022.
56
Key U.S. GAAP Operating Metrics
The following table shows our key U.S. GAAP operating metrics for the years ended December 31, 2023, 2022 and 2021. The second, third and fourth metrics below have each been adjusted to eliminate the effect of consolidated Funds to more accurately reflect the economics of our Company.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Numerator: Operating income | $ | 106.0 | $ | 167.9 | $ | 145.8 | ||||
| Denominator: Total revenue | $ | 426.6 | $ | 417.2 | $ | 523.8 | ||||
| U.S. GAAP operating margin(1) | 24.8 | % | 40.2 | % | 27.8 | % | ||||
| Numerator: Total operating expenses(2) | $ | 317.8 | $ | 248.9 | $ | 378.0 | ||||
| Denominator: Management fee revenue | $ | 373.2 | $ | 367.4 | $ | 433.3 | ||||
| U.S. GAAP operating expense / management fee revenue(3) | 85.2 | % | 67.7 | % | 87.2 | % | ||||
| Numerator: Variable compensation | $ | 112.2 | $ | 100.3 | $ | 130.5 | ||||
| Denominator: Operating income before variable compensation and Affiliate key employee distributions(2)(4)(5) | $ | 223.1 | $ | 273.3 | $ | 289.7 | ||||
| U.S. GAAP variable compensation ratio(3) | 50.3 | % | 36.7 | % | 45.0 | % | ||||
| Numerator: Affiliate key employee distributions | $ | 5.1 | $ | 5.1 | 13.4 | |||||
| Denominator: Operating income before Affiliate key employee distributions(2)(4)(5) | $ | 110.9 | $ | 173.0 | $ | 159.2 | ||||
| U.S. GAAP Affiliate key employee distributions ratio(3) | 4.6 | % | 2.9 | % | 8.4 | % |
(1)Excluding the effect of Funds’ consolidation in the applicable periods, the U.S. GAAP operating margin would be 25.0% for the year ended December 31, 2023, 40.3% for the year ended December 31, 2022 and 27.8% for the year ended December 31, 2021.
(2)Excludes consolidated Funds’ expense of $2.8 million for the year ended December 31, 2023 and $0.4 million for the year ended December 31, 2022.
(3)Excludes the effect of Funds’ consolidation for the years ended December 31, 2023 and 2022.
(4)Excludes consolidated Funds’ revenue of $3.0 million for the year ended December 31, 2023 and $0.4 million for the year ended December 31, 2022.
(5)The following table identifies the components of operating income before variable compensation and Affiliate key employee distributions, as well as operating income before Affiliate key employee distributions:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Operating income | $ | 106.0 | $ | 167.9 | $ | 145.8 | ||||
| Affiliate key employee distributions | 5.1 | 5.1 | 13.4 | |||||||
| Operating (income) loss of consolidated Funds | (0.2) | — | — | |||||||
| Operating income before Affiliate key employee distributions | $ | 110.9 | $ | 173.0 | $ | 159.2 | ||||
| Variable compensation | 112.2 | 100.3 | 130.5 | |||||||
| Operating income before variable compensation and Affiliate key employee distributions | $ | 223.1 | $ | 273.3 | $ | 289.7 |
57
Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis
As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our management’s view of the underlying economic earnings generated by us. We define economic net income as ENI revenue less (i) ENI operating expenses, (ii) variable compensation, (iii) key employee distributions, (iv) net interest and (v) taxes, each as further discussed in this section. ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI is an important measure to investors because it is used by us to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. It is also an important measure because it assists management in evaluating our operating performance and is presented in a way that most closely reflects the key elements of our profit share operating model with our Affiliates. For a further discussion of how we use ENI and why ENI is useful to investors, see “—Overview—How We Measure Performance.”
To calculate economic net income, we re-categorize certain line items on our Consolidated Statements of Operations to reflect the following:
•We exclude the effect of Funds’ consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our stockholders.
•We include within management fee revenue any fees paid to Affiliates by consolidated Funds, which are viewed as investment income under U.S. GAAP.
•We include our share of earnings from equity-accounted Affiliates within other income in ENI revenue, rather than investment income.
•We treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits.
•We identify separately from operating expenses variable compensation and Affiliate key employee distributions, which represent Affiliate earnings shared with Affiliate key employees.
We also make the following adjustments to U.S. GAAP results to more closely reflect our economic results:
i.We exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may in certain circumstances be repurchased by BSUS at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on our balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is never required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
ii.We exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business.
iii.We exclude capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets.
58
iv.We exclude seed capital and co-investment gains, losses and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of our earnings from managing client assets, which therefore differs from earnings generated by our investments in Affiliate products, which can be variable from period to period.
v.We include cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP.
vi.We exclude the results of discontinued operations attributable to controlling interests since they are not part of our ongoing business and restructuring costs incurred in continuing operations.
vii.We exclude deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization.
We also adjust our income tax expense to reflect any tax impact of our ENI adjustments.
Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Years Ended December 31, 2023, 2022 and 2021
The following table reconciles U.S. GAAP net income attributable to controlling interests to economic net income for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP net income attributable to controlling interests | $ | 65.8 | $ | 100.6 | $ | 828.4 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | (0.1) | (40.0) | 32.9 | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | — | 0.1 | 0.1 | ||||||
| iii. | Capital transaction costs | 0.3 | 5.2 | 1.8 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings(1) | (1.5) | 0.6 | (4.0) | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 1.5 | 1.5 | 1.1 | ||||||
| vi. | Discontinued operations attributable to controlling interests and restructuring(2) | 9.5 | 1.3 | (743.8) | ||||||
| vii. | ENI tax normalization(3) | 2.4 | 3.3 | (1.7) | ||||||
| Tax effect of above adjustments, as applicable(4) | (2.2) | 9.0 | 3.5 | |||||||
| Economic net income | $ | 75.7 | $ | 81.6 | $ | 118.3 |
(1)The net return on seed/co-investment (gains) losses and financings for the years ended December 31, 2023, 2022 and 2021 are shown in the following table.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Seed/Co-investment (gains) losses | $ | (2.9) | $ | 0.2 | $ | (5.7) | ||||
| Financing costs: | ||||||||||
| Seed/Co-investment average balance | 22.1 | 6.1 | 28.9 | |||||||
| Blended interest rate* | 6.5 | % | 6.5 | % | 5.9 | % | ||||
| Financing costs | 1.4 | 0.4 | 1.7 | |||||||
| Net seed/co-investment (gains) losses and financing | $ | (1.5) | $ | 0.6 | $ | (4.0) |
* The blended rate is based on the weighted average rate of the long-term debt.
59
(2)For the year ended December 31, 2023, includes severance costs at Acadian of $7.3 million, legal-related restructuring costs at the Center of $0.9 million, and costs associated with the transfer of an insurance policy from our former Parent of $1.3 million. For the year ended December 31, 2022, includes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former Parent of $1.2 million. For the year ended December 31, 2021, includes net income from discontinued operations attributable to controlling interest of $700.3 million, restructuring costs at the Center and Affiliates of $3.8 million, costs associated with the transfer of an insurance policy from our former Parent of $1.2 million, and the gain on sale of subsidiaries of $48.6 million.
(3)Includes adjustments of $(0.2) million, $0.2 million and $3.0 million to remove the tax benefit (expense) resulting from the change in liabilities for uncertain tax positions recorded during the years ended December 31, 2023, 2022 and 2021, respectively.
(4)Reflects the sum of line items (i), (ii), (iii), (iv) and the restructuring portion of line item (vi) taxed at the 27.3% U.S. statutory rate (including state tax).
The following table reconciles U.S. GAAP net income per share to economic net income per share for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP net income per share | $ | 1.55 | $ | 2.33 | $ | 10.29 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | — | (0.92) | 0.41 | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | — | — | — | ||||||
| iii. | Capital transaction costs | 0.01 | 0.12 | 0.02 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings | (0.04) | 0.01 | (0.05) | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 0.04 | 0.03 | 0.01 | ||||||
| vi. | Discontinued operations and restructuring | 0.21 | 0.03 | (9.23) | ||||||
| vii. | ENI tax normalization | 0.06 | 0.08 | (0.02) | ||||||
| Tax effect of above adjustments | (0.05) | 0.21 | 0.04 | |||||||
| Economic net income per share | $ | 1.78 | $ | 1.89 | $ | 1.47 |
Limitations of Economic Net Income
Economic net income is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. Economic net income is not audited, and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of economic net income may differ from similarly titled measures provided by other companies.
Because the calculation of economic net income excludes certain ongoing expenses, including amortization expense and certain compensation costs, it has certain material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings.
60
ENI Revenues
The following table reconciles U.S. GAAP Revenue to ENI Revenue for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP Revenue | $ | 426.6 | $ | 417.2 | $ | 523.8 | ||||
| Include earnings from equity-accounted Affiliate | — | — | 2.6 | |||||||
| Exclude revenue from consolidated Funds attributable to non-controlling interests | (3.0) | (0.4) | — | |||||||
| Exclude Fund expenses reimbursed by customers(1) | — | — | (2.9) | |||||||
| ENI Revenue | $ | 423.6 | $ | 416.8 | $ | 523.5 |
(1)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the years ended December 31, 2023 and 2022.
The following table identifies the components of ENI revenue:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Management fees(1) | $ | 373.2 | $ | 367.4 | $ | 433.3 | ||||
| Performance fees (2) | 50.4 | 49.4 | 84.8 | |||||||
| Other income, including equity-accounted Affiliate(3) | — | — | 5.4 | |||||||
| ENI Revenue | $ | 423.6 | $ | 416.8 | $ | 523.5 |
(1)ENI management fees correspond to U.S. GAAP management fees.
(2)ENI performance fees correspond to U.S. GAAP performance fees.
(3)ENI other income is comprised primarily of other revenue under U.S. GAAP, plus our earnings from our equity-accounted Affiliate of $2.6 million for the year ended December 31, 2021. For the year ended December 31, 2021, other income excludes certain Fund expenses initially paid by our previously divested Affiliate, Campbell Global, on the Funds’ behalf that are subsequently reimbursed. This recategorization is not applicable for the years ended December 31, 2023 and 2022. Refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis” for a full discussion regarding the items excluded from the calculation of economic net income.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP other revenue | $ | — | $ | — | $ | 5.7 | ||||
| Earnings from equity-accounted Affiliate | — | — | 2.6 | |||||||
| Exclude Fund expenses reimbursed by customers(1) | — | — | (2.9) | |||||||
| ENI other income | $ | — | $ | — | $ | 5.4 |
(1)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the years ended December 31, 2023 and 2022.
61
ENI Operating Expenses
The largest difference between U.S. GAAP operating expense and ENI operating expense relates to compensation. As shown in the following reconciliation, the Company excludes the impact of key employee equity revaluations. Variable compensation and Affiliate key employee distributions are also segregated out of U.S. GAAP operating expense in order to align with the manner in which these items are contractually calculated at the Affiliate level.
The following table reconciles U.S. GAAP operating expense to ENI operating expense for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP operating expense | $ | 320.6 | $ | 249.3 | $ | 378.0 | ||||
| Less: items excluded from economic net income | ||||||||||
| Non-cash key employee equity and profit interest revaluations | 0.1 | 40.0 | (32.9) | |||||||
| Amortization of acquired intangible assets | — | (0.1) | (0.1) | |||||||
| Capital transaction costs | — | — | (1.2) | |||||||
| Restructuring costs(1) | (9.5) | (1.3) | (5.1) | |||||||
| Fund expenses reimbursed by customers(2) | — | — | (2.9) | |||||||
| Funds’ operating expenses | (2.8) | (0.4) | — | |||||||
| Less: items segregated out of U.S. GAAP operating expense | ||||||||||
| Variable compensation(3) | (104.9) | (100.3) | (129.6) | |||||||
| Affiliate key employee distributions | (5.1) | (5.1) | (13.4) | |||||||
| ENI operating expense | $ | 198.4 | $ | 182.1 | $ | 192.8 |
(1)For the year ended December 31, 2023, includes $7.3 million of severance costs at Acadian, $0.9 million of legal-related restructuring costs at the Center and $1.3 million costs associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2022, includes $0.1 million of restructuring costs and $1.2 million costs associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2021, includes restructuring costs at the Center and the Affiliates of $3.8 million and $1.2 million costs associated with the transfer of an insurance policy from our former Parent.
(2)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the years ended December 31, 2023 and 2022.
(3)For the year ended December 31, 2023, excludes variable compensation related to severance at Acadian of $7.3 million that is included within restructuring costs. For the year ended December 31, 2021, excludes variable compensation related to restructuring at the Center and the Affiliates of $0.9 million that is included within restructuring costs.
62
The following table identifies the components of ENI operating expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Fixed compensation & benefits(1) | $ | 93.1 | $ | 86.1 | $ | 97.2 | ||||
| General and administrative expenses(2) | 88.0 | 77.5 | 73.5 | |||||||
| Depreciation and amortization | 17.3 | 18.5 | 22.1 | |||||||
| ENI operating expense | $ | 198.4 | $ | 182.1 | $ | 192.8 |
(1)Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation expense to ENI fixed compensation and benefits expense for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 217.9 | $ | 159.2 | $ | 284.6 | ||||
| Non-cash key employee equity and profit interest revaluations excluded from ENI | 0.1 | 40.0 | (32.9) | |||||||
| Sales-based compensation reclassified to ENI general & administrative expenses | (7.6) | (7.7) | (7.6) | |||||||
| Affiliate key employee distributions | (5.1) | (5.1) | (13.4) | |||||||
| Restructuring expenses | (7.3) | — | (0.9) | |||||||
| Variable compensation | (104.9) | (100.3) | (129.6) | |||||||
| Fund expenses reimbursed by customers(a) | — | — | (3.0) | |||||||
| ENI fixed compensation and benefits | $ | 93.1 | $ | 86.1 | $ | 97.2 |
(a)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the years ended December 31, 2023 and 2022.
(2)The following table reconciles U.S. GAAP general and administrative expense to ENI general and administrative expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP general and administrative expense | $ | 82.6 | $ | 71.1 | $ | 71.2 | ||||
| Sales-based compensation | 7.6 | 7.7 | 7.6 | |||||||
| Capital transaction costs | — | — | (1.2) | |||||||
| Restructuring costs(a) | (2.2) | (1.3) | (4.1) | |||||||
| ENI general and administrative expense | $ | 88.0 | $ | 77.5 | $ | 73.5 |
(a)Reflects $0.9 million related to restructuring at the Center and $1.3 million of costs associated with the transfer of an insurance policy from our former Parent for the year ended December 31, 2023. Reflects $0.1 million related to restructuring and $1.2 million of costs associated with the transfer of an insurance policy from our former Parent in the year ended December 31, 2022. Reflects $2.9 million related to restructuring at the Center and Affiliates, and $1.2 million of costs associated with the transfer of an insurance policy from our former Parent in the year ended December 31, 2021.
63
Key Non-GAAP Operating Metrics
The following table shows our key non-GAAP operating metrics for the years ended December 31, 2023, 2022 and 2021. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Numerator: ENI operating earnings(1) | $ | 120.3 | $ | 134.4 | $ | 201.1 | ||||
| Denominator: ENI revenue | $ | 423.6 | $ | 416.8 | $ | 523.5 | ||||
| ENI operating margin(2) | 28.4 | % | 32.2 | % | 38.4 | % | ||||
| Numerator: ENI operating expense | $ | 198.4 | $ | 182.1 | $ | 192.8 | ||||
| Denominator: ENI management fee revenue(3) | $ | 373.2 | $ | 367.4 | $ | 433.3 | ||||
| ENI operating expense ratio(4) | 53.2 | % | 49.6 | % | 44.5 | % | ||||
| Numerator: ENI variable compensation | $ | 104.9 | $ | 100.3 | $ | 129.6 | ||||
| Denominator: ENI earnings before variable compensation(1)(5) | $ | 225.2 | $ | 234.7 | $ | 330.7 | ||||
| ENI variable compensation ratio(6) | 46.6 | % | 42.7 | % | 39.2 | % | ||||
| Numerator: Affiliate key employee distributions | $ | 5.1 | $ | 5.1 | $ | 13.4 | ||||
| Denominator: ENI operating earnings(1) | $ | 120.3 | $ | 134.4 | $ | 201.1 | ||||
| ENI Affiliate key employee distributions ratio(7) | 4.2 | % | 3.8 | % | 6.7 | % |
(1)ENI operating earnings represents ENI earnings before Affiliate key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. It differs from economic net income because it does not include the effects of Affiliate key employee distributions, net interest expense or income tax expense.
64
The following table reconciles U.S. GAAP operating income (loss) to ENI operating earnings:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP operating income | $ | 106.0 | $ | 167.9 | $ | 145.8 | ||||
| Include earnings from equity-accounted Affiliate | — | — | 2.6 | |||||||
| Exclude the impact of: | ||||||||||
| Affiliate key employee-owned equity and profit interest revaluations | (0.1) | (40.0) | 32.9 | |||||||
| Goodwill impairment and the amortization of acquired intangible assets | — | 0.1 | 0.1 | |||||||
| Capital transaction costs | — | — | 1.2 | |||||||
| Restructuring costs(a) | 9.5 | 1.3 | 5.1 | |||||||
| Affiliate key employee distributions | 5.1 | 5.1 | 13.4 | |||||||
| Variable compensation | 104.9 | 100.3 | 129.6 | |||||||
| Funds’ operating income | (0.2) | — | — | |||||||
| ENI earnings before variable compensation | 225.2 | 234.7 | 330.7 | |||||||
| Less: ENI variable compensation | (104.9) | (100.3) | (129.6) | |||||||
| ENI operating earnings | 120.3 | 134.4 | 201.1 | |||||||
| Less: ENI Affiliate key employee distributions | (5.1) | (5.1) | (13.4) | |||||||
| ENI earnings after Affiliate key employee distributions | $ | 115.2 | $ | 129.3 | $ | 187.7 |
(a)For the year ended December 31, 2023, includes $7.3 million of severance costs at Acadian, $0.9 million of legal-related restructuring costs at the Center, and $1.3 million associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2022, includes $0.1 million of restructuring costs at the Center and Affiliates, and $1.2 million associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2021, includes $3.8 million of restructuring costs at the Center and the Affiliates, and $1.2 million associated with the transfer of an insurance policy from our former Parent.
(2)The ENI operating margin, which is calculated before Affiliate key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business without regard to our various ownership levels at each of the Affiliates. The ENI operating margin is most comparable to our U.S. GAAP operating margin. Our U.S. GAAP operating margin, excluding the effect of consolidated Funds, was 25.0% for the year ended December 31, 2023, 40.3% for the year ended December 31, 2022 and 27.8% for the year ended December 31, 2021.
The ENI operating margin is important because it gives investors an understanding of the profitability of the total business relative to revenue, irrespective of the ownership position which BSIG has in each of its Affiliates. Management and investors use this ratio when comparing our profitability relative to our peer group and evaluating our ability to manage the cost structure and profitability of our business under different operating environments.
(3)ENI management fee revenue corresponds to U.S. GAAP management fee revenue.
(4)The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation and benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies at BSIG because in our profit sharing economic model, scale benefits both the Affiliate employees and BSIG stockholders. The ENI operating expense ratio is most comparable to the U.S. GAAP operating expense / management fee revenue ratio.
65
(5)ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.
(6)The ENI variable compensation ratio is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. Center variable compensation includes cash and BSIG equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio at each Affiliate is calculated as variable compensation divided by ENI earnings before variable compensation. The ENI variable compensation ratio is most comparable to the U.S. GAAP variable compensation ratio.
(7)The ENI Affiliate key employee distribution ratio is used by management and is useful to investors to evaluate Affiliate key employee distributions as measured against our ENI operating earnings. Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. The ENI Affiliate key employee distributions ratio is most comparable to the U.S. GAAP Affiliate key employee distributions ratio.
66
Tax on Economic Net Income
The following table reconciles the United States statutory tax to tax on economic net income:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Pre-tax economic net income(1) | $ | 103.4 | $ | 112.0 | $ | 165.4 | ||||
| Taxes at the U.S. federal and state statutory rates(2) | (28.3) | (30.6) | (45.2) | |||||||
| Other reconciling tax adjustments | 0.6 | 0.2 | (1.9) | |||||||
| Tax on economic net income | (27.7) | (30.4) | (47.1) | |||||||
| Economic net income | $ | 75.7 | $ | 81.6 | $ | 118.3 | ||||
| Economic net income effective tax rate(3) | 26.8 | % | 27.1 | % | 28.5 | % |
(1)Includes interest income and third party ENI interest expense, as shown in the following table:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| U.S. GAAP interest income | $ | 6.1 | $ | 0.8 | $ | 0.2 | ||||
| U.S. GAAP interest expense | (19.6) | (20.5) | (24.8) | |||||||
| U.S. GAAP net interest expense | (13.5) | (19.7) | (24.6) | |||||||
| Other ENI interest expense exclusions(a) | 1.7 | 2.4 | 2.3 | |||||||
| ENI net interest income (expense) | (11.8) | (17.3) | (22.3) | |||||||
| ENI earnings after Affiliate key employee distributions(b) | 115.2 | 129.3 | 187.7 | |||||||
| Pre-tax economic net income | $ | 103.4 | $ | 112.0 | $ | 165.4 |
(a)Other ENI interest expense exclusions represent cost of financing on seed capital and co-investments and amortization of debt issuance costs. Includes $1.4 million related to the cost of seed and co-investment financing and $0.3 million related to the amortization of debt issuance costs for the year ended December 31, 2023. Includes $0.4 million related to the cost of seed and co-investment financing and $2.0 million related to the amortization of debt issuance costs for the year ended December 31, 2022. Includes $1.7 million related to the cost of seed and co-investment financing and $0.6 million related to the amortization of debt issuance costs for the year ended December 31, 2021.
(b)ENI earnings after Affiliate key employee distributions is calculated as ENI operating income (ENI revenue, less ENI operating expense, less ENI variable compensation), less Affiliate key employee distributions. Refer to “—Key Non-GAAP Operating Metrics” for a reconciliation from U.S. GAAP operating income to ENI earnings after Affiliate key employee distributions.
(2)Taxed at U.S. Federal and State statutory rate of 27.3%.
(3)The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income.
67
Investments
The value of our seed capital investments was $41.4 million as of December 31, 2023 and $22.9 million as of December 31, 2022, including direct investments in consolidated Funds. Total seed capital investments represents our seed capital invested within our Affiliate’s investment products. The following table reconciles the investments balance per our Consolidated Balance Sheets to the total value of our seed capital investments as of each of the dates indicated:
| ($ in millions) | December 31, 2023 | December 31, 2022 | ||||
|---|---|---|---|---|---|---|
| Investments per Consolidated Balance Sheets | $ | 64.7 | $ | 48.4 | ||
| Seed capital investment in consolidated Funds | 21.4 | 14.5 | ||||
| Investments related to long-term incentive compensation plans | (44.7) | (40.0) | ||||
| Total seed capital investments | $ | 41.4 | $ | 22.9 |
Segment Analysis
We operate our business through the following reportable segment:
•Quant & Solutions—comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, systematic macro, equity alternatives, and credit strategies. This segment is comprised of our interest in Acadian.
The corporate head office is included within the Other category, along with our previously disposed Affiliate, Campbell Global, for the year ended December 31, 2021. We completed the sale of our equity interest in Campbell Global in August 2021. ICM is also included in the Other category for the year ended December 31, 2021. We completed the sale of our equity interests in ICM in July 2021. The corporate head office expenses are not allocated to the Company’s business segment but the CODM does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
The primary measure used by the CODM in measuring performance and allocating resources to the segments is ENI. We define economic net income for the segments as ENI revenue less (i) ENI operating expenses, (ii) variable compensation and (iii) key employee distributions. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to Affiliates by consolidated Funds and our share of earnings from our equity-accounted Affiliate.
ENI operating expenses include compensation and benefits, general and administrative expense, and depreciation and amortization under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees and amortization of acquired intangible assets, capital transaction costs, and restructuring costs. Additionally, variable compensation and Affiliate key employee distributions are segregated from ENI operating expenses.
ENI segment results are also adjusted to exclude the portion of consolidated Funds’ revenues, expenses and investment return recorded under U.S. GAAP.
68
Refer to the reconciliations of U.S. GAAP revenue to ENI revenue, U.S. GAAP Operating expense to ENI Operating expense, variable compensation and Affiliate key employee distributions disclosed previously within this section.
Segment ENI Revenue
The following tables identify the components of segment ENI revenue for the years ended December 31, 2023, 2022 and 2021:
| Years ended December 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | ||||||||||||||||||||||||
| Quant & Solutions | Total | Quant & Solutions | Total | |||||||||||||||||||||||
| Management fees | $ | 373.2 | $ | 373.2 | $ | 367.4 | $ | 367.4 | ||||||||||||||||||
| Performance fees | 50.4 | 50.4 | 49.4 | 49.4 | ||||||||||||||||||||||
| ENI revenue | $ | 423.6 | $ | 423.6 | $ | 416.8 | $ | 416.8 |
| Year ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | |||||||||||||
| Quant & Solutions | Other | Total | ||||||||||||
| Management fees | $ | 419.4 | $ | 13.9 | $ | 433.3 | ||||||||
| Performance fees | 68.7 | 16.1 | 84.8 | |||||||||||
| Other income, including equity-accounted Affiliate | — | 5.4 | 5.4 | |||||||||||
| ENI revenue | $ | 488.1 | $ | 35.4 | $ | 523.5 |
Quant & Solutions Segment ENI Revenue
Year ended December 31, 2023 compared to year ended December 31, 2022: Quant & Solutions ENI revenue increased $6.8 million, or 1.6%, from $416.8 million for the year ended December 31, 2022 to $423.6 million for the year ended December 31, 2023. The increase was due to 2.0% higher performance fees in the year ended December 31, 2023, as well as 1.6% higher management fees due to improvement in blended average basis points on assets under management, due to fee rates from inflows being higher than outflows in the years ended December 31, 2023 and 2022.
Year ended December 31, 2022 compared to year ended December 31, 2021: Quant & Solutions ENI revenue decreased $(71.3) million, or (14.6)%, from $488.1 million for the year ended December 31, 2021 to $416.8 million for the year ended December 31, 2022. The decrease was due to (28.1)% lower performance fees in the year ended December 31, 2022, as well as (12.4)% lower management fees driven by lower average AUM resulting from equity market decline and net outflows in the year ended December 31, 2022.
Segment ENI Expense
The following tables identify the components of segment ENI expense for the years ended December 31, 2023, 2022 and 2021:
69
| Years ended December 31, | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | ||||||||||||||||||||||||||||
| Quant & Solutions | Other | Total | Quant & Solutions | Other | Total | |||||||||||||||||||||||||
| Fixed compensation & benefits | $ | 86.6 | $ | 6.5 | $ | 93.1 | $ | 79.0 | $ | 7.1 | $ | 86.1 | ||||||||||||||||||
| General and administrative expense | 80.3 | 7.7 | 88.0 | 68.4 | 9.1 | 77.5 | ||||||||||||||||||||||||
| Depreciation and amortization | 17.3 | — | 17.3 | 18.1 | 0.4 | 18.5 | ||||||||||||||||||||||||
| Total ENI Operating Expenses | $ | 184.2 | $ | 14.2 | $ | 198.4 | $ | 165.5 | $ | 16.6 | $ | 182.1 | ||||||||||||||||||
| Variable compensation | 102.2 | 2.7 | 104.9 | 96.0 | 4.3 | 100.3 | ||||||||||||||||||||||||
| Affiliate key employee distributions | 5.1 | — | 5.1 | 5.1 | — | 5.1 | ||||||||||||||||||||||||
| Total Expenses | $ | 291.5 | $ | 16.9 | $ | 308.4 | $ | 266.6 | $ | 20.9 | $ | 287.5 |
| Year ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | |||||||||||||
| Quant & Solutions | Other | Total | ||||||||||||
| Fixed compensation & benefits | $ | 79.1 | $ | 18.1 | $ | 97.2 | ||||||||
| General and administrative expense | 60.5 | 13.0 | 73.5 | |||||||||||
| Depreciation and amortization | 21.2 | 0.9 | 22.1 | |||||||||||
| Total ENI Operating Expenses | $ | 160.8 | $ | 32.0 | $ | 192.8 | ||||||||
| Variable compensation | 100.8 | 28.8 | 129.6 | |||||||||||
| Affiliate key employee distributions | 12.4 | 1.0 | 13.4 | |||||||||||
| Total Expenses | $ | 274.0 | $ | 61.8 | $ | 335.8 |
Quant & Solutions Segment ENI Expense
Year ended December 31, 2023 compared to year ended December 31, 2022: Quant & Solutions ENI operating expense increased $18.7 million, or 11.3%, from $165.5 million for the year ended December 31, 2022 to $184.2 million for the year ended December 31, 2023. The increase was driven by 17.4% higher ENI general and administrative expense primarily due to higher systems, consultant and portfolio costs, as well as the impact of inflation and changes in foreign currency. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation, and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. Quant & Solutions ENI variable compensation expense increased 6.5%, driven by the inclusion of deferred compensation expense earned on current and prior year performance fee revenues. Affiliate key employee distributions attributable to Quant & Solutions was unchanged.
Year ended December 31, 2022 compared to year ended December 31, 2021: Quant & Solutions ENI operating expense increased $4.7 million, or 2.9%, from $160.8 million for the year ended December 31, 2021 to $165.5 million for the year ended December 31, 2022. The increase was driven by 13.1% higher ENI general and administrative expense primarily due to higher travel and entertainment, consultant, and system costs. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation, and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. Quant & Solutions ENI variable compensation expense decreased (4.8)%, as a result of lower earnings before variable compensation, including performance fees. Affiliate key employee distributions attributable to Quant & Solutions decreased (58.9)%, impacted by lower ENI earnings after variable compensation and the leveraged nature of the distribution share.
70
Other ENI Expense
Year ended December 31, 2023 compared to year ended December 31, 2022: Other ENI operating expense decreased $(2.4) million, or (14.5)%, from $16.6 million for the year ended December 31, 2022 to $14.2 million for the year ended December 31, 2023. The decrease was driven by (8.5)% lower ENI fixed compensation and benefits due to lower headcount at the corporate head office and (15.4)% lower ENI general and administrative expense resulting from cost-saving initiatives. Other ENI variable compensation expense decreased (37.2)% due to lower non-cash equity compensation amortization at the corporate head office.
Year ended December 31, 2022 compared to year ended December 31, 2021: Other ENI operating expense decreased $(15.4) million, or (48.1)%, from $32.0 million for the year ended December 31, 2021 to $16.6 million for the year ended December 31, 2022. The decrease was driven by (60.8)% lower ENI fixed compensation and benefits and (30.0)% lower ENI general and administrative expense, both driven by the disposition of Affiliates during 2021. Other ENI variable compensation expense decreased (85.1)% primarily due to the disposition of Campbell Global in 2021.
Capital Resources and Liquidity
Cash Flows
The following table summarizes certain key financial data relating to cash flows. All amounts presented exclude consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Cash provided by (used in)(1)(2) | ||||||||||
| Operating activities | $ | 77.7 | $ | 119.0 | $ | (4.4) | ||||
| Investing activities | (31.4) | (13.0) | 1,036.0 | |||||||
| Financing activities | (8.1) | (233.7) | (1,152.4) |
(1)Excludes consolidated Funds.
(2)Cash flow data shown only includes cash flows from continuing operations.
Our most significant uses of cash include share repurchases, repayment of third-party borrowings, third-party interest payments, tax payments, seed capital investments, dividends and compensation and general and administrative expenses.
Comparison for the Years Ended December 31, 2023, 2022 and 2021
Net cash provided by operating activities of continuing operations excluding consolidated Funds decreased $(41.3) million, from net cash provided of $119.0 million during the year ended December 31, 2022 to net cash provided of $77.7 million during the year ended December 31, 2023. The decrease was driven by changes in operating asset and liabilities period-over-period, including changes in investment advisory fees receivable and accrued incentive compensation balances, as well as changes in net income period over period.
Net cash provided by operating activities of continuing operations excluding consolidated Funds increased $123.4 million, from net cash used of $(4.4) million during the year ended December 31, 2021 to net cash provided of $119.0 million during the year ended December 31, 2022. The increase was primarily driven by taxes paid on the gain on sales of Affiliates and discontinued operations of $163.0 million in 2021, as well as changes in operating assets and liabilities offset by changes in net income period over period.
71
Net cash provided by (used in) investing activities of continuing operations, excluding consolidated Funds, was $(31.4) million, $(13.0) million and $1,036.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Fluctuations are principally due to the timing of sale proceeds received from the sales of Landmark, TSW, Campbell Global and ICM totaling $1,010.9 million in 2021. Fluctuations are also impacted by the timing of investments or redemptions of seed capital. Net cash (used in) received from the (purchase) and sale of investments was $(17.6) million, $3.1 million and $40.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Net cash used in financing activities, excluding consolidated Funds, consists of share repurchases, third-party borrowings, payments made to OM plc, withholding tax payments on stock option exercises and dividend payments. Net cash used in financing activities was $(8.1) million, $(233.7) million and $(1,152.4) million for the years ended December 31, 2023, 2022 and 2021, respectively. Share repurchases, revolving credit facility borrowing activity and third party borrowing activity were the drivers of the changes in financing activities year over year. We paid $(3.3) million for share repurchases in 2023 compared to $(103.2) million in 2022 and $(1,121.7) million in 2021. In 2022, we paid down net $(125.0) million against third party and revolving credit facility borrowings compared to $0.0 million in 2023 and $0.0 million in 2021.
Working Capital and Long-Term Debt
The following table summarizes certain key financial data relating to our capital resources and liquid net assets. All amounts presented exclude the non-controlling interest portion of consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | |||||||
| Balance Sheet Data(1) | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 146.8 | $ | 108.4 | 252.1 | |||||
| Investment advisory fees receivable | 143.4 | 122.5 | 167.1 | |||||||
| Investments | 37.9 | 18.8 | 4.6 | |||||||
| Other current assets(2) | 2.7 | 2.0 | 4.9 | |||||||
| Total current assets | $ | 330.8 | $ | 251.7 | $ | 428.7 | ||||
| Current liabilities | ||||||||||
| Accounts payable and accrued expenses | $ | 39.1 | $ | 31.0 | 35.2 | |||||
| Accrued short-term incentive compensation | 99.3 | 92.5 | 117.4 | |||||||
| Notes payable and other debt(3) | — | — | 121.8 | |||||||
| Other short-term liabilities(4) | 10.8 | 10.4 | 4.7 | |||||||
| Total current liabilities | $ | 149.2 | $ | 133.9 | $ | 279.1 | ||||
| Working Capital | $ | 181.6 | $ | 117.8 | $ | 149.6 | ||||
| Long-term notes payable and other debt | $ | 273.9 | 273.5 | $ | 273.1 |
(1)Excludes the non-controlling interest portion of consolidated Funds.
(2)Includes income taxes receivable.
(3)Includes the short-term portion of our third-party borrowings. On December 17, 2021, we issued a notice for the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 (the “2031 Notes”). On January 18, 2022 we completed the full redemption of the 2031 Notes.
72
(4)Includes the short-term portion of our lease liability and accrued income taxes payable. Excluded from other short-term liabilities for each of the years presented is an income tax reserve relating to net operating losses that does not represent a current obligation of the Company. Puts related to Affiliate equity and profits interests are also excluded on a short-term basis because they are funded through recycling.
Working capital is defined as current assets less current liabilities, excluding the non-controlling interest portion of consolidated Funds. Our net working capital has been positive over the past several years and was $181.6 million at December 31, 2023. Our most significant current liabilities have been accounts payable, accrued compensation expense and the short-term portion of our third-party debt. Accrued compensation expense has primarily consisted of variable compensation accruals made throughout the year based on contractual arrangements. Our cash management practices generally require that working capital be maintained at an appropriate level to meet short-term operational needs at both Acadian and BSUS. Periodic distributions of Acadian earnings to BSUS and Acadian key employee equity holders are made according to our distribution policies, with BSUS having the ability to access any surplus cash at Acadian as necessary during interim periods.
Borrowings and Long-Term Debt
The following table summarizes our financing arrangements as of the dates indicated:
| ($ in millions) | December 31, 2023 | December 31, 2022 | Interest rate | Maturity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revolving credit facility: | ||||||||||||
| $125 million revolving credit facility | $ | — | $ | — | Variable rate | March 7, 2025 | ||||||
| Total revolving credit facility | $ | — | $ | — | ||||||||
| Third party borrowings: | ||||||||||||
| 4.80% Senior Notes Due 2026 | $ | 273.9 | $ | 273.5 | 4.80% | July 27, 2026 | ||||||
| 5.125% Senior Notes Due 2031(1) | — | — | 5.125% | August 1, 2031 | ||||||||
| Total third party borrowings | $ | 273.9 | $ | 273.5 |
(1)On January 18, 2022, we completed the full redemption of the $125.0 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031. As a result of this transaction, we recorded $3.2 million of loss on extinguishment of debt within the Consolidated Statements of Operations for the year ended December 31, 2022.
Revolving Credit Facility
On March 7, 2022, Acadian, Royal Bank of Canada, BMO Harris Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Bank of America N.A., the Bank of New York Mellon and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into a new revolving credit facility agreement (the “Acadian Credit Agreement”), which replaced our revolving credit facility dated as of August 20, 2019 (as amended by an amendment dated September 3, 2020 and an assignment and assumption and amendment agreement dated February 23, 2021, the “Original Credit Agreement”). The maturity date of the Original Credit Agreement was August 22, 2022, and the maturity date of the Acadian Credit Agreement is March 7, 2025.
73
Borrowings under the Acadian Credit Agreement bear interest, at Acadian’s option, at the per annum rate equal to either (a) the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% and (iii) the secured overnight financing rate for a one month period plus a credit spread adjustment of 0.10% (“Adjusted Term SOFR”) plus 1%, plus, in each case an additional amount ranging from 0.5% to 1.0%, with such additional amount based on Acadian’s Leverage Ratio (as defined below) or (b) Adjusted Term SOFR plus an additional amount ranging from 1.5% to 2.0%, with such additional amount based on Acadian’s Leverage Ratio. In addition, Acadian is charged a commitment fee based on the average daily unused portion of the revolving credit facility under the Acadian Credit Agreement at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian’s Leverage Ratio.
Under the Acadian Credit Agreement, the ratio of Acadian’s third-party borrowings to Acadian’s trailing twelve months Adjusted EBITDA, as defined by the Acadian Credit Agreement (the “Leverage Ratio”), cannot exceed 2.5x and the ratio of Acadian’s trailing twelve months Adjusted EBITDA to Acadian’s interest expense (the “Interest Coverage Ratio”) must be not less than 4.0x. At December 31, 2023, Acadian’s Leverage Ratio was 0x and Acadian’s Interest Coverage Ratio was 53.9x.
Senior Notes
In July 2016, we issued $275.0 million of 4.80% Senior Notes due 2026 (the “2026 Notes”). The $275.0 million 2026 Notes were sold at a discount of $(0.5) million and we incurred debt issuance costs of $(3.0) million, which are being amortized to interest expense over the ten-year term. The 2026 Notes can be redeemed at any time prior to the scheduled maturity in part or in aggregate, at the greater of 100% of the principal amount at that time or the sum of the remaining scheduled payments discounted at the treasury rate (as defined) plus 0.5%, together with any related accrued and unpaid interest.
As of December 31, 2023, we were in compliance with the required covenants related to borrowings and debt facilities.
Other Compensation Liabilities
Other compensation liabilities principally consist of cash-settled Affiliate equity and profit interests liabilities held by certain Affiliate key employees, and voluntary deferred compensation plans. The following table summarizes our other compensation liabilities:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | ||||
| Share-based payments liability | $ | 23.0 | $ | 19.4 | ||
| Affiliate profit interests liability | — | — | ||||
| Employee equity | 23.0 | 19.4 | ||||
| Voluntary deferral plan liability | 44.5 | 39.9 | ||||
| Total | $ | 67.5 | $ | 59.3 |
Share-based payments liability represents the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is considered an equity award under U.S. GAAP based on the terms and conditions attached to these interests. Affiliate profit interests liability represent the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is not considered an equity award under U.S. GAAP, but rather a form of compensation arrangement, based on the terms and conditions attached to these interests. Our obligation in any given period in respect of funding these potential repurchases of Affiliate equity is limited to only that portion that may be put to us by Affiliate key employees, which is typically capped annually under the terms of these arrangements such that we are not required to repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Affiliate key employees.
74
Certain of our and Acadian’s key employees are eligible to participate in our voluntary deferral plan, or VDP, which provides our senior personnel the opportunity to voluntarily defer a portion of their compensation. There is a voluntary deferral plan investment balance included in investments on the Consolidated Balance Sheets that corresponds to this deferral liability.
Additionally, we have recorded accrued incentive compensation of $101.3 million and $92.5 million on the Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively. Included within the accrued incentive compensation balance is the vested portion of Acadian’s deferred compensation pool. Acadian’s deferred compensation pool is based on a contractual percentage of Acadian performance fee revenues and post-bonus profits, and is subject to a three-year vesting period. Compensation expense is recognized over the requisite service period. Unamortized compensation expense related to the unvested portion of the deferred compensation pool of $19.2 million and $10.2 million is expected to be recognized in the years ending December 31, 2024 and 2025, respectively.
For additional discussion of our compensation programs, please refer to the compensation discussions contained within our definitive proxy statement for our 2024 annual meeting of shareholders incorporated herein by reference.
Supplemental Liquidity Measure—Adjusted EBITDA
As supplemental information, we provide information regarding Adjusted EBITDA, which we define as economic net income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP liquidity measure that we provide in addition to, but not as a substitute for, cash flows from operating activities. It should be noted that our calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. We believe Adjusted EBITDA is a useful liquidity metric because it indicates our ability to make further investments in our business, service debt and meet working capital requirements.
75
The following table reconciles our U.S. GAAP net income attributable to controlling interests to EBITDA to Adjusted EBITDA to economic net income for the years ended December 31, 2023, 2022 and 2021:
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2023 | 2022 | 2021 | ||||||
| Net income attributable to controlling interests | $ | 65.8 | $ | 100.6 | 828.4 | ||||
| Net interest expense to third parties | 13.5 | 19.7 | 24.6 | ||||||
| Income tax expense (including tax expenses related to discontinued operations) | 29.4 | 44.2 | 306.7 | ||||||
| Depreciation and amortization (including intangible assets and discontinued operations) | 17.3 | 18.6 | 25.4 | ||||||
| EBITDA | $ | 126.0 | $ | 183.1 | 1,185.1 | ||||
| Non-cash compensation costs, including revaluation of Affiliate key employee-owned equity and profit interests | 1.2 | (37.7) | 34.8 | ||||||
| EBITDA of discontinued operations attributable to controlling interests | — | — | (960.2) | ||||||
| (Gain) loss on seed and co-investments | (2.9) | 0.2 | (5.7) | ||||||
| Restructuring(1) | 9.5 | 1.3 | (43.5) | ||||||
| Capital transaction costs | — | 3.2 | 1.2 | ||||||
| Adjusted EBITDA | 133.8 | 150.1 | 211.7 | ||||||
| ENI net interest expense to third parties | (11.8) | (17.3) | (22.3) | ||||||
| Depreciation and amortization(2) | (18.6) | (20.8) | (24.0) | ||||||
| Tax on economic net income | (27.7) | (30.4) | (47.1) | ||||||
| Economic net income | $ | 75.7 | $ | 81.6 | 118.3 |
(1)Included in restructuring for the year ended December 31, 2023 are $7.3 million of severance costs at Acadian, $0.9 million of legal-related restructuring costs at the Center and $1.3 million costs associated with the transfer of an insurance policy from our former Parent. Included in restructuring for the year ended December 31, 2022 are $0.1 million of restructuring costs and $1.2 million costs associated with the transfer of an insurance policy from our former Parent. Included in restructuring for the year ended December 31, 2021 are $3.8 million of restructuring costs at the Center and Affiliates and $1.2 million of costs associated with the transfer of an insurance policy from our former Parent and the gain on sale of Affiliates of $48.6 million.
(2)Includes non-cash equity-based award amortization expense.
For a full discussion regarding the items excluded from Adjusted EBITDA above and the calculation of economic net income, refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
Limitations of Adjusted EBITDA
As a non-GAAP, unaudited liquidity measure and derivation of EBITDA, Adjusted EBITDA has certain material limitations. It does not include cash costs associated with capital transactions and excludes certain U.S. GAAP expenses that fall outside the definition of EBITDA. Each of these categories of expense represents costs to us of doing business, and therefore any measure that excludes any or all of these categories of expense has material limitations.
76
Future Capital Needs
We believe that our available cash and cash equivalents to be generated from operations, supplemented by short-term and long-term financing, as necessary, will be sufficient to fund current operations and capital requirements for at least the next twelve months, as well as our day-to-day operations and future investment requirements. Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability, our relative levels of debt and equity and the overall condition of the credit markets.
Commitments, Contingencies and Off-Balance Sheet Obligations
Indemnifications
In the normal course of business, such as through agreements to enter into business combinations with and divestitures of Affiliates, we occasionally enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred.
Off-Balance Sheet Obligations
Off-balance sheet arrangements, as defined by the SEC, include certain contractual arrangements pursuant to which a company has an obligation, such as certain contingent obligations, certain guarantee contracts, retained or contingent interests in assets transferred to an unconsolidated entity, certain derivative instruments classified as equity or material variable interests in unconsolidated entities that provide financing, liquidity, market risk or credit risk support. Disclosure is required for any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity or capital resources. We generally do not enter into off-balance sheet arrangements, other than those described in “Contractual Obligations” as well as Note 6 and Note 15 to our Consolidated Financial Statements included in Item 8 herein, “Variable Interest Entities” and “Commitments and Contingencies”, respectively.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2023:
| Payments due by period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 years | |||||||||||||
| Contractual Obligations | ||||||||||||||||||
| Third party borrowings | $ | 275.0 | $ | — | $ | 275.0 | $ | — | $ | — | ||||||||
| Lease obligations | 85.1 | 9.4 | 17.7 | 16.9 | 41.1 | |||||||||||||
| Other liabilities(1) | $ | 0.8 | 0.8 | — | — | — | ||||||||||||
| Maximum Affiliate equity and profits interests repurchase obligations(2) | 23.0 | 3.7 | 6.1 | 4.6 | 8.6 | |||||||||||||
| Total contractual obligations | $ | 383.9 | $ | 13.9 | $ | 298.8 | $ | 21.5 | $ | 49.7 |
(1)Represents amounts due to OM plc under the co-investment deed and related taxes.
77
(2)Represents amortized amounts held by Acadian key employees. Our actual funding of these potential repurchases of Acadian equity and profits interests is limited to only that portion that may be put to us by Acadian key employees or that we decide to call to facilitate succession planning at Acadian, which is typically capped annually such that we do not repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian key employees. Any equity or profits interests repurchased by us are used to fund a portion of variable compensation awards resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity.
Critical Accounting Policies and Estimates
Our significant accounting policies are disclosed in Item 8, Financial Statements and Supplementary Data - Note 2, “Significant Accounting Policies.” The accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. These accounting policies and estimates are discussed below; however, the additional accounting policy detail in the footnote previously referenced is important to the discussion of each of the topics. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future.
Share-based compensation plans
We recognize the cost of all share-based payments to directors, senior management and employees, including grants of restricted stock and stock options, as compensation expense in the Consolidated Statements of Operations over the respective vesting periods.
Awards made under our equity plans are accounted for as equity-settled, and the grant date fair value is recognized as compensation expense over the requisite service period, with a corresponding contribution to additional paid-in capital. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on our closing share price as quoted on the New York Stock Exchange on the measurement date. For performance-based awards and stock options, a Monte-Carlo simulation model is used to determine the fair value. Key inputs for the model include: assumed reinvestment of dividends, risk-free interest rate and expected volatility. All excess tax benefits and deficiencies on share-based payment awards are recognized as income tax expense or benefit in the Consolidated Statements of Operations. In addition, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur and excess tax benefits or deficiencies are classified with other income tax cash flows as an operating activity in the Consolidated Statements of Cash Flows. We recognize forfeitures as they occur.
We have compensation arrangements with certain of our Affiliates whereby in exchange for continued service, Affiliate equity is either purchased by or granted to Affiliate key employees and may be repurchased either by Affiliate key employees or by us at a future date, subject to service requirements having been met. Awards of equity made to Affiliate key employees are accounted for as cash-settled, with the fair value recognized as compensation expense over the requisite service period, with a corresponding liability carried within other compensation liabilities on the Consolidated Balance Sheets until the award is settled by us. The fair values of the liabilities are determined with the assistance of third party valuation specialists using discounted cash flow analyses which incorporate assumptions for the forecasted earnings information, growth rates, market risk adjustments, discount rates, when award holders maximize value and post-vesting restrictions. While we believe all assumptions used in determining the fair value of the liabilities are reasonable and appropriate, certain assumptions are subjective and changes in these assumptions could result in different fair value amounts.
78
Taxation
We file tax returns directly with the U.S., U.K., state tax authorities and in other foreign jurisdictions. These tax returns represent our filing positions within each jurisdiction and settle our tax liabilities. Each jurisdiction has the right to audit those tax returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determinations of our annual provisions are subject to judgments and estimates, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements. As a result, it is likely that additions to, or reductions of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.
Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred tax asset, we consider the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryback and carry forward periods, among other factors.
We utilize a specific recognition threshold and measurement attribute for the Consolidated Financial Statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The prescribed two-step process for evaluating a tax position involves first determining whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. If it is, the second step then requires a company to measure this tax position benefit as the largest cumulative amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Unrecognized tax benefits and related interest and penalties are adjusted periodically to reflect changing facts and circumstances.
Recent Accounting Developments
See discussion of Recent Accounting Developments in Note 2 of the accompanying Consolidated Financial Statements.
FY 2022 10-K MD&A
SEC filing source: 0001748824-23-000010.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to the “Company”, “BrightSphere” or “BSIG” refer to BrightSphere Investment Group Inc., and references to “we,” “our” and “us” refer to BSIG and its consolidated subsidiaries and previously disposed equity-accounted Affiliate, excluding discontinued operations. References to the holding company or “Center” excluding the Affiliates refer to BrightSphere Inc., or BSUS, a Delaware corporation and indirect, wholly owned subsidiary of BSIG. Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “Affiliates” or an “Affiliate” refer to the asset management firms in which we have or previously had an ownership interest. References in this Annual Report on Form 10-K to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Annual Report on Form 10-K constitutes either an offer or a solicitation to buy or sell Acadian’s products or services, nor is any such information a recommendation for Acadian’s products or services.
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes which appear in this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data.
This discussion contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
•Overview provides a brief description of our business. It includes information on our reporting segment and underlying Affiliate, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by Affiliate, strategy, client type and client location, and net flows by segment, client type and client location.
•U.S. GAAP Results of Operations for the years ended December 31, 2022, 2021 and 2020 includes an explanation of changes in our U.S. GAAP revenue, expense, and other items over the last three years as well as key U.S. GAAP operating metrics.
•Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income and ENI for the years ended December 31, 2022, 2021 and 2020, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key Non-GAAP operating metrics and a calculation of tax on economic net income. In addition, this section provides analysis for our business segment.
•Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Working Capital and Long-Term Debt; Adjusted EBITDA; Future Capital Needs; and Commitments, Contingencies and Off-Balance Sheet Obligations. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
35
•Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made.
Overview
We are a global asset management holding company headquartered in Boston, Massachusetts. We historically held interests in a group of investment management firms (the “Affiliates”) individually headquartered in the United States. We have completed the disposition of certain Affiliates and currently operate our business through the following segment:
•Quant & Solutions—comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, ESG, multi-asset, equity alternatives, and long/short strategies. This segment is comprised of our interest in our sole Affiliate, Acadian Asset Management LLC (“Acadian”).
Through Acadian, we offer a diverse range of actively-managed investment strategies and products to institutional investors around the globe.
The corporate head office is included within the Other category, along with our previously disposed Affiliate, Campbell Global, LLC (“Campbell Global”) for the years ended December 31, 2021 and 2020. We completed the sale of our equity interest in Campbell Global in August 2021. Investment Counselors of Maryland, LLC (“ICM”) is also included in the Other category for the year ended December 31, 2021. We completed the sale of our equity interests in ICM in July 2021. The corporate head office expenses are not allocated to the Company’s business segment but the Chief Operating Decision Maker (“CODM”) does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
The following previously divested Affiliates are included in the Liquid Alpha segment for the year ended December 31, 2020: Barrow Hanley, Mewhinney & Strauss LLC (“Barrow”), Copper Rock Capital Partners (“Copper Rock”) and ICM.
Under U.S. GAAP, Acadian is consolidated into our financial statements. We may also be required to consolidate Acadian’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third party clients in those Funds.
36
The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under
management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. Approximately 80% of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees, or adjust management fees, when certain accounts differ in relation to relevant benchmarks or exceed or fail to exceed required returns. Approximately $11.9 billion, or 13%, of our AUM are in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation, calculated as described below, may be awarded in cash, equity or profit interests.
The arrangements in place with Acadian result in the sharing of economics between BSUS and Acadian’s key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of Acadian’s equity or profit interests distribution to its employees.
Variable compensation is the portion of earnings that is contractually allocated to Acadian employees as a bonus pool, typically representing a percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian key employees and those of BSUS are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth.
Equity or profit interests owned by Acadian key employees are awarded as part of their variable compensation arrangement. Over time, Acadian key employee-owned equity or profit interests are recycled from one generation of employee owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by Acadian key employees forgoing cash bonuses in exchange for the equivalent value in Acadian equity or profit interests. The recycling of equity or profit interests is often facilitated by BSUS; see “—U.S. GAAP Results of Operations—U.S. GAAP Expenses—Compensation and Benefits Expense” for a further discussion. Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth.
In this structure, key employees who are managing the business have incentives to manage for profit, but also to manage the business prudently, in the interest of their clients, and invest for growth, since they will benefit over the long term as both employees and equity holders. In this way, Acadian is aligned with BSUS and the public shareholders to generate profits and growth over time.
37
How We Measure Performance
We manage our business based on one segment, reflecting how our management assesses the performance of our business.
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.
ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Affiliate equity and profit interests held by Affiliate key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs, and that portion of consolidated Funds which are not attributable to our stockholders.
ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services and earnings from our former equity-accounted Affiliate. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders, and it includes our share of earnings from our former equity-accounted Affiliate.
ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Affiliate key employee owned equity and profit interests, amortization and impairment of acquired intangibles and other acquisition-related items, and certain other non-cash expenses.
“Non-controlling interests” is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Funds that is attributable to the outside investors or clients of the consolidated Funds is included in “Non-controlling interests” in our Consolidated Financial Statements. Conversely, “controlling interests” is the portion of revenue or expense that is attributable to our stockholders.
For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see “—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.”
38
Summary Results of Operations
The following table summarizes our results of operations for the years ended December 31, 2022, 2021 and 2020:
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, unless otherwise noted) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||
| U.S. GAAP Basis | ||||||||||||||||||
| Revenue | $ | 417.2 | $ | 523.8 | $ | 499.5 | $ | (106.6) | $ | 24.3 | ||||||||
| Pre-tax income from continuing operations attributable to controlling interests | 144.8 | 178.1 | 344.4 | (33.3) | (166.3) | |||||||||||||
| Net income from continuing operations attributable to controlling interests | 100.6 | 128.1 | 247.3 | (27.5) | (119.2) | |||||||||||||
| Net income attributable to controlling interests | 100.6 | 828.4 | 286.7 | (727.8) | 541.7 | |||||||||||||
| U.S. GAAP operating margin(1) | 40 | % | 28 | % | 26 | % | 1241 bps | 147 bps | ||||||||||
| Earnings per share, basic ($) | $ | 2.39 | $ | 10.73 | $ | 3.53 | $ | (8.34) | $ | 7.20 | ||||||||
| Earnings per share, diluted ($) | 2.33 | 10.29 | 3.49 | $ | (7.96) | $ | 6.80 | |||||||||||
| Basic shares outstanding (in millions) | 42.1 | 77.2 | 81.3 | (35.1) | (4.1) | |||||||||||||
| Diluted shares outstanding (in millions) | 43.2 | 80.5 | 82.0 | (37.3) | (1.5) | |||||||||||||
| Economic Net Income Basis(2)(3) | ||||||||||||||||||
| (Non-GAAP measure used by management) | ||||||||||||||||||
| ENI revenue(4) | $ | 416.8 | $ | 523.5 | $ | 492.3 | $ | (106.7) | $ | 31.2 | ||||||||
| Pre-tax economic net income(5) | 112.0 | 165.4 | 120.8 | (53.4) | 44.6 | |||||||||||||
| ENI operating margin(6) | 32 | % | 38 | % | 31 | % | (617) bps | 776 bps | ||||||||||
| Adjusted EBITDA | $ | 150.1 | $ | 211.7 | $ | 164.9 | $ | (61.6) | $ | 46.8 | ||||||||
| Economic net income(7) | 81.6 | 118.3 | 88.3 | (36.7) | 30.0 | |||||||||||||
| ENI diluted EPS ($) | $ | 1.89 | $ | 1.47 | $ | 1.08 | $ | 0.42 | $ | 0.39 | ||||||||
| Other Operational Information | ||||||||||||||||||
| Assets under management (AUM) excluding discontinued operations at year end (in billions) | $ | 93.6 | $ | 117.2 | $ | 116.0 | $ | (23.6) | $ | 1.2 | ||||||||
| Net client cash flows (in billions) | (3.1) | (5.9) | (4.9) | 2.8 | (1.0) | |||||||||||||
| Annualized revenue impact of net flows(8) | (5.0) | (10.3) | (31.0) | 5.3 | 20.7 |
(1)U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
(2)Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “—Non-GAAP Supplemental Performance Measures—Economic Net Income and Segment Analysis.”
(3)Excludes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former Parent of $1.2 million for the year ended December 31, 2022. Excludes income from discontinued operations attributable to controlling interests, as well as restructuring at the Center and Affiliate of $3.8 million, costs associated with the transfer of an insurance policy from our former Parent of $1.2 million, and the gain on sale of subsidiaries of $48.6 million for the year ended December 31, 2021. Excludes income from discontinued operations attributable to controlling interests, as well as restructuring costs at the Center and subsidiaries of $9.4 million, costs associated with the transfer of an insurance policy from our former Parent of $1.6 million, and the gain on sale of subsidiaries of $241.3 million for the year ended December 31, 2020.
(4)ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue.
(5)Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP pre-tax income from continuing operations attributable to controlling interests.
39
(6)ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin is most comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds).
(7)Economic net income is the ENI measure which corresponds to U.S. GAAP net income from continuing operations attributable to controlling interests.
(8)Annualized revenue impact of net flows represents the difference between annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts, less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts, plus revenue impact from reinvested income and distributions, including our equity-accounted Affiliate. The annualized management fees are calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow, excluding any current or future market appreciation or depreciation, or the net assets lost in the account in the event of an outflow, excluding any current or future market appreciation or depreciation. In addition, reinvested income and distributions for the segment is multiplied by average fee rate for the segment to compute the revenue impact. For a further discussion of the uses and limitations of the annualized revenue impact of net flows, see “Assets Under Management” herein.
Assets Under Management
Our total assets under management as of December 31, 2022 were $93.6 billion. The following table presents our assets under management by Affiliate as of each of the dates indicated:
| ($ in billions) | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Acadian Asset Management | $ | 93.6 | $ | 117.2 | $ | 108.1 | ||||
| Campbell Global(1) | — | — | 4.7 | |||||||
| Investment Counselors of Maryland(2) | — | — | 3.2 | |||||||
| Total assets under management excluding discontinued operations | 93.6 | 117.2 | 116.0 | |||||||
| Landmark Partners(3) | — | — | 18.4 | |||||||
| Thompson, Siegel & Walmsley(4) | — | — | 22.3 | |||||||
| Total assets under management | $ | 93.6 | $ | 117.2 | $ | 156.7 |
(1)On August 31, 2021, we completed the sale of all our interests in Campbell Global.
(2)On July 19, 2021, we completed the sale of all our interests in ICM.
(3)On June 2, 2021, we completed the sale of all our interests in Landmark Partners (“Landmark”).
(4)On July 22, 2021, we completed the sale of all our equity interests in Thompson, Siegel & Walmsley LLC (“TSW”).
40
Our strategies include:
i.Developed Markets equity, which includes Quant & Solutions U.S., global, and international equities;
ii.Emerging Markets equity, which includes Quant & Solutions equity investments in the emerging and frontier markets; and
iii.Other, which is mainly comprised of forestry and equities managed by our previous Affiliates.
The following table presents our assets under management by strategy as of each of the dates indicated:
| ($ in billions) | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Developed Markets | $ | 73.2 | $ | 89.3 | $ | 81.1 | ||||
| Emerging Markets | 20.4 | 27.9 | 27.0 | |||||||
| Other | — | — | 7.9 | |||||||
| Total assets under management | $ | 93.6 | $ | 117.2 | $ | 116.0 |
The following table shows assets under management by client type as of each of the dates indicated:
| ($ in billions) | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| Public / Government | $ | 39.3 | 42.0 | % | $ | 52.6 | 44.9 | % | $ | 54.3 | 46.8 | % | ||||||||
| Commingled Trust/UCITS | 21.7 | 23.2 | % | 26.1 | 22.3 | % | 24.1 | 20.8 | % | |||||||||||
| Corporate / Union | 13.1 | 14.0 | % | 15.8 | 13.5 | % | 16.9 | 14.6 | % | |||||||||||
| Sub-advisory | 11.8 | 12.6 | % | 14.1 | 12.0 | % | 11.5 | 9.9 | % | |||||||||||
| Endowment / Foundation | 3.1 | 3.3 | % | 3.3 | 2.8 | % | 2.5 | 2.2 | % | |||||||||||
| Mutual Fund | 0.6 | 0.6 | % | 1.0 | 0.9 | % | 2.8 | 2.4 | % | |||||||||||
| Other | 4.0 | 4.3 | % | 4.3 | 3.6 | % | 3.9 | 3.3 | % | |||||||||||
| Total assets under management | $ | 93.6 | $ | 117.2 | $ | 116.0 |
The following table shows assets under management by client location as of each of the dates indicated:
| ($ in billions) | December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| U.S. | $ | 62.7 | 67.0 | % | $ | 77.1 | 65.8 | % | $ | 77.4 | 66.7 | % | ||||||||
| Europe | 16.3 | 17.4 | % | 20.1 | 17.2 | % | 18.3 | 15.8 | % | |||||||||||
| Asia | 3.2 | 3.4 | % | 5.5 | 4.7 | % | 4.5 | 3.9 | % | |||||||||||
| Australia | 5.6 | 6.0 | % | 5.9 | 5.0 | % | 8.1 | 7.0 | % | |||||||||||
| Other | 5.8 | 6.2 | % | 8.6 | 7.3 | % | 7.7 | 6.6 | % | |||||||||||
| Total assets under management | $ | 93.6 | $ | 117.2 | $ | 116.0 |
AUM flows and the annualized revenue impact of net flows
Net client cash flows and revenue impact of net client cash flows for all periods include reinvested income and distributions, and exclude realizations. Reinvested income and distributions represent investment yield that is reinvested back into the portfolios as opposed to distributed as cash.
41
In the following table, we present our asset flows and market appreciation (depreciation) by segment. We also present a key metric used to better understand our asset flows, the annualized revenue impact of net client cash flows. Annualized revenue impact of net flows represents annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts (inflows), less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts (outflows), plus revenue impact from reinvested income and distributions. Annualized management fee for client flow is calculated by multiplying the annual gross fee rate for the relevant account with the inflow or the outflow, including our equity-accounted Affiliate. In addition, reinvested income and distributions is multiplied by average fee rate for the respective segment to compute the revenue impact.
The annualized revenue impact of net flows metric is designed to provide investors with a better indication of the potential financial impact of net client cash flows, however it has certain limitations. For instance, it does not include assumptions for the next twelve months’ market appreciation or depreciation and investment performance associated with the assets gained or lost. Nor does it account for factors such as future client terminations or additional contributions or withdrawals over the next twelve months. Additionally, the basis points reported are fee rates based on the asset levels at the time of the transactions and do not consider the fact that client fee rates may change over the next twelve months.
42
The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated:
| ($ in billions, unless otherwise noted) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| Quant & Solutions | ||||||||||
| Beginning balance | $ | 117.2 | $ | 107.0 | $ | 101.6 | ||||
| Gross inflows | 11.1 | 10.6 | 12.9 | |||||||
| Gross outflows | (18.0) | (19.7) | (17.5) | |||||||
| Reinvested income and distributions | 3.8 | 2.7 | 2.8 | |||||||
| Net flows | (3.1) | (6.4) | (1.8) | |||||||
| Market appreciation (depreciation) | (20.5) | 15.5 | 7.2 | |||||||
| Other(1) | — | 1.1 | — | |||||||
| Ending balance | $ | 93.6 | $ | 117.2 | $ | 107.0 | ||||
| Average AUM(2) | $ | 98.7 | $ | 113.9 | $ | 94.5 | ||||
| Liquid Alpha(3) | ||||||||||
| Beginning balance | $ | — | $ | 3.2 | $ | 58.0 | ||||
| Sale of Affiliates | — | — | (50.3) | |||||||
| Gross inflows | — | — | 5.9 | |||||||
| Gross outflows | — | — | (10.8) | |||||||
| Reinvested income and distributions | — | — | 1.1 | |||||||
| Net flows | — | — | (3.8) | |||||||
| Market depreciation | — | — | (0.7) | |||||||
| Other(3) | — | (3.2) | — | |||||||
| Ending balance | $ | — | $ | — | $ | 3.2 | ||||
| Average AUM | $ | — | $ | — | $ | 42.2 | ||||
| Average AUM of consolidated Affiliates | $ | — | $ | — | $ | 40.0 | ||||
| Other(3) | ||||||||||
| Beginning balance | $ | — | $ | 5.8 | $ | 5.4 | ||||
| Sale of Affiliates | — | (8.9) | — | |||||||
| Gross inflows | — | 0.7 | 1.0 | |||||||
| Gross outflows | — | (0.2) | (0.3) | |||||||
| Net flows | — | 0.5 | 0.7 | |||||||
| Market appreciation (depreciation) | — | 0.6 | (0.3) | |||||||
| Other(1)(3) | — | 2.0 | — | |||||||
| Ending balance | $ | — | $ | — | $ | 5.8 | ||||
| Average AUM | $ | — | $ | 5.4 | $ | 5.7 | ||||
| Average AUM of consolidated Affiliates | $ | — | $ | 2.9 | $ | 5.7 | ||||
| Total | ||||||||||
| Beginning balance | $ | 117.2 | $ | 116.0 | $ | 165.0 | ||||
| Sale of Affiliates | — | (8.9) | (50.3) | |||||||
| Gross inflows | 11.1 | 11.3 | 19.8 | |||||||
| Gross outflows | (18.0) | (19.9) | (28.6) | |||||||
| Reinvested income and distributions | 3.8 | 2.7 | 3.9 | |||||||
| Net flows | (3.1) | (5.9) | (4.9) | |||||||
| Market appreciation (depreciation) | (20.5) | 16.1 | 6.2 | |||||||
| Other(4) | — | (0.1) | — | |||||||
| Ending balance continuing operations | 93.6 | 117.2 | 116.0 | |||||||
| Discontinued operations(3) | — | — | 40.7 | |||||||
| Ending balance including discontinued operations | $ | 93.6 | $ | 117.2 | $ | 156.7 | ||||
| Average AUM | $ | 98.7 | $ | 119.3 | $ | 142.4 | ||||
| Average AUM of consolidated Affiliates | $ | 98.7 | $ | 116.8 | $ | 140.2 | ||||
| Annualized basis points: inflows | 46.6 | 46.4 | 34.6 | |||||||
| Annualized basis points: outflows | 39.6 | 36.5 | 39.7 | |||||||
| Annualized revenue impact of net flows (in millions) | $ | (5.0) | $ | (10.3) | $ | (31.0) |
43
(1)AUM representing liquid alternative strategies previously excluded from the Quant & Solutions segment has been reclassified as of January 1, 2021.
(2)Average AUM equals average AUM of consolidated Affiliates.
(3)Our reportable segments reflect the sale of Landmark and TSW and the reclassification of their AUM, asset flows and market appreciation (depreciation) to discontinued operations. ICM has been reclassified to the Other category as of the beginning of the first quarter of 2021. The Other category includes movements of our previously disposed affiliates, Campbell Global and ICM, for the years ended December 31, 2021 and 2020.
(4)Other movements related to billable assets adjustment for our previous Affiliate.
We also analyze our asset flows by client type and client location. Our client types include:
i.Sub-advisory, which includes assets managed for underlying mutual fund and variable insurance products which are sponsored by insurance companies and mutual fund platforms, where the end client is typically retail;
ii.Institutional, which includes assets managed for public / government pension funds, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national pension funds; also includes corporate and union-sponsored pension plans; and
iii.Retail / other, which includes assets managed for mutual funds sponsored by our Affiliates, defined contribution plans and accounts managed for high net worth clients.
44
The following table summarizes our asset flows by client type for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| Sub-advisory | ||||||||||
| Beginning balance | $ | 14.1 | $ | 11.5 | $ | 28.5 | ||||
| Sale of Affiliates | — | (0.4) | (16.8) | |||||||
| Gross inflows | 1.3 | 2.8 | 4.7 | |||||||
| Gross outflows | (1.8) | (1.7) | (5.7) | |||||||
| Reinvested income and distributions | 0.5 | 0.3 | 0.7 | |||||||
| Net flows | — | 1.4 | (0.3) | |||||||
| Market appreciation (depreciation) | (2.3) | 1.6 | 0.1 | |||||||
| Ending balance | $ | 11.8 | $ | 14.1 | $ | 11.5 | ||||
| Institutional | ||||||||||
| Beginning balance | $ | 97.8 | $ | 97.8 | $ | 128.2 | ||||
| Sale of Affiliates | — | (6.0) | (30.5) | |||||||
| Gross inflows | 8.3 | 7.1 | 12.8 | |||||||
| Gross outflows | (15.1) | (16.6) | (21.5) | |||||||
| Reinvested income and distributions | 3.1 | 2.3 | 3.0 | |||||||
| Net flows | (3.7) | (7.2) | (5.7) | |||||||
| Market appreciation (depreciation) | (16.9) | 13.3 | 5.8 | |||||||
| Other(1) | — | (0.1) | — | |||||||
| Ending balance | $ | 77.2 | $ | 97.8 | $ | 97.8 | ||||
| Retail / Other | ||||||||||
| Beginning balance | $ | 5.3 | $ | 6.7 | $ | 8.3 | ||||
| Sale of Affiliates | (2.5) | (3.0) | ||||||||
| Gross inflows | 1.5 | 1.4 | 2.3 | |||||||
| Gross outflows | (1.1) | (1.6) | (1.4) | |||||||
| Reinvested income and distributions | 0.2 | 0.1 | 0.2 | |||||||
| Net flows | 0.6 | (0.1) | 1.1 | |||||||
| Market appreciation (depreciation) | (1.3) | 1.2 | 0.3 | |||||||
| Ending balance | $ | 4.6 | $ | 5.3 | $ | 6.7 | ||||
| Total | ||||||||||
| Beginning balance | $ | 117.2 | $ | 116.0 | $ | 165.0 | ||||
| Sale of Affiliates | — | (8.9) | (50.3) | |||||||
| Gross inflows | 11.1 | 11.3 | 19.8 | |||||||
| Gross outflows | (18.0) | (19.9) | (28.6) | |||||||
| Reinvested income and distributions | 3.8 | 2.7 | 3.9 | |||||||
| Net flows | (3.1) | (5.9) | (4.9) | |||||||
| Market appreciation (depreciation) | (20.5) | 16.1 | 6.2 | |||||||
| Other(1) | — | (0.1) | — | |||||||
| Ending balance continuing operations | 93.6 | 117.2 | 116.0 | |||||||
| Discontinued operations(2) | — | — | 40.7 | |||||||
| Ending balance including discontinued operations | $ | 93.6 | $ | 117.2 | $ | 156.7 |
(1)Other movements related to billable assets adjustment for our previous Affiliate.
(2)Reflects the sale of Landmark and TSW. As a result of the transactions, Landmark and TSW are reported within discontinued operations.
45
It is a strategic objective to increase our percentage of assets under management sourced from non-U.S. clients. Our categorization by client location includes:
i.U.S.-based clients, where the contracting client is based in the United States, and
ii.Non-U.S.-based clients, where the contracting client is based outside the United States.
The following table summarizes asset flows by client location for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| U.S. | ||||||||||
| Beginning balance | $ | 77.1 | $ | 77.4 | $ | 113.4 | ||||
| Sale of Affiliates | (7.9) | (39.9) | ||||||||
| Gross inflows | 6.0 | 6.6 | 13.3 | |||||||
| Gross outflows | (9.0) | (11.8) | (17.8) | |||||||
| Reinvested income and distributions | 2.6 | 1.8 | 2.7 | |||||||
| Net flows | (0.4) | (3.4) | (1.8) | |||||||
| Market appreciation (depreciation) | (14.0) | 11.0 | 5.7 | |||||||
| Ending balance | $ | 62.7 | $ | 77.1 | $ | 77.4 | ||||
| Non-U.S. | ||||||||||
| Beginning balance | $ | 40.1 | $ | 38.6 | $ | 51.6 | ||||
| Sale of Affiliates | — | (1.0) | (10.4) | |||||||
| Gross inflows | 5.1 | 4.7 | 6.5 | |||||||
| Gross outflows | (9.0) | (8.1) | (10.8) | |||||||
| Reinvested income and distributions | 1.2 | 0.9 | 1.2 | |||||||
| Net flows | (2.7) | (2.5) | (3.1) | |||||||
| Market appreciation (depreciation) | (6.5) | 5.1 | 0.5 | |||||||
| Other(1) | — | (0.1) | — | |||||||
| Ending balance | $ | 30.9 | $ | 40.1 | $ | 38.6 | ||||
| Total | ||||||||||
| Beginning balance | $ | 117.2 | $ | 116.0 | $ | 165.0 | ||||
| Sale of Affiliates | — | (8.9) | (50.3) | |||||||
| Gross inflows | 11.1 | 11.3 | 19.8 | |||||||
| Gross outflows | (18.0) | (19.9) | (28.6) | |||||||
| Reinvested income and distributions | 3.8 | 2.7 | 3.9 | |||||||
| Net flows | (3.1) | (5.9) | (4.9) | |||||||
| Market appreciation (depreciation) | (20.5) | 16.1 | 6.2 | |||||||
| Other(1) | — | (0.1) | — | |||||||
| Ending balance continuing operations | 93.6 | 117.2 | 116.0 | |||||||
| Discontinued operations(2) | — | — | 40.7 | |||||||
| Ending balance including discontinued operations | $ | 93.6 | $ | 117.2 | $ | 156.7 |
(1)Other movements related to billable assets adjustment for our previous Affiliate.
(2)Reflects the sale of Landmark and TSW. As a result of the transactions, Landmark and TSW are reported within discontinued operations.
46
At December 31, 2022, our total assets under management were $93.6 billion, a decrease of $(23.6) billion or (20.1)%, compared to $117.2 billion at December 31, 2021. The assets under management at December 31, 2021 represented an increase of $1.2 billion or 1.0% compared to $116.0 billion excluding discontinued operations at December 31, 2020. The change in assets under management during the year ended December 31, 2022 reflects net market depreciation of $(20.5) billion and net flows of $(3.1) billion, including reinvested income and distributions of $3.8 billion. The change in assets under management during the year ended December 31, 2021 reflects the sale of Campbell Global and ICM of $(8.9) billion, net flows of $(5.9) billion, including reinvested income and distributions of $2.7 billion, and realizations and other of $(0.1) billion, offset by net market appreciation of $16.1 billion. The change in assets under management during the year ended December 31, 2020 reflects the sale of Barrow and Copper Rock of $(50.3) billion, net flows of $(4.9) billion, including reinvested income and distributions of $3.9 billion, partially offset by net market appreciation of $6.2 billion.
For the year ended December 31, 2022, our net outflows were $(3.1) billion compared to net outflows of $(5.9) billion for the year ended December 31, 2021 and net outflows of $(4.9) billion for the year ended December 31, 2020. The change in net outflows for the year ended December 31, 2022 was primarily due to lower outflows in certain Acadian strategies, partly as the result of improved relative investment performance in the year ended December 31, 2022. The change in net outflows for the year ended December 31, 2021 was primarily due to re-balancing and asset reallocation in certain Quant & Solutions strategies. Reinvested income and distributions of $3.8 billion, $2.7 billion, and $3.9 billion are reflected in the net flows for the years ended December 31, 2022, 2021 and 2020, respectively. For the year ended December 31, 2022, the annualized revenue impact of the net flows improved to $(5.0) million compared to $(10.3) million for the year ended December 31, 2021 and $(31.0) million for the year ended December 31, 2020.
47
U.S. GAAP Results of Operations
For the Years Ended December 31, 2022, 2021 and 2020
Our U.S. GAAP results of operations were as follows for the years ended December 31, 2022, 2021 and 2020.
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions unless otherwise noted) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||
| U.S. GAAP Consolidated Statements of Operations(1) | ||||||||||||||||||
| Management fees | $ | 367.4 | $ | 433.3 | $ | 478.9 | $ | (65.9) | $ | (45.6) | ||||||||
| Performance fees | 49.4 | 84.8 | 7.8 | (35.4) | 77.0 | |||||||||||||
| Other revenue | — | 5.7 | 7.3 | (5.7) | (1.6) | |||||||||||||
| Consolidated Funds’ revenue | 0.4 | — | 5.5 | 0.4 | (5.5) | |||||||||||||
| Total revenue | 417.2 | 523.8 | 499.5 | (106.6) | 24.3 | |||||||||||||
| Compensation and benefits | 159.2 | 284.6 | 243.1 | (125.4) | 41.5 | |||||||||||||
| General and administrative expense | 71.1 | 71.2 | 88.0 | (0.1) | (16.8) | |||||||||||||
| Impairment of goodwill | — | — | 16.4 | — | (16.4) | |||||||||||||
| Amortization of acquired intangibles | 0.1 | 0.1 | 0.3 | — | (0.2) | |||||||||||||
| Depreciation and amortization | 18.5 | 22.1 | 19.8 | (3.6) | 2.3 | |||||||||||||
| Consolidated Funds’ expense | 0.4 | — | 0.2 | 0.4 | (0.2) | |||||||||||||
| Total operating expenses | 249.3 | 378.0 | 367.8 | (128.7) | 10.2 | |||||||||||||
| Operating income | 167.9 | 145.8 | 131.7 | 22.1 | 14.1 | |||||||||||||
| Investment income | 0.2 | 8.3 | 4.9 | (8.1) | 3.4 | |||||||||||||
| Interest income | 0.8 | 0.2 | 0.6 | 0.6 | (0.4) | |||||||||||||
| Interest expense | (20.5) | (24.8) | (28.5) | 4.3 | (3.7) | |||||||||||||
| Loss on extinguishment of debt | (3.2) | — | — | (3.2) | — | |||||||||||||
| Gain on sale of subsidiaries | — | 48.6 | 241.3 | (48.6) | (192.7) | |||||||||||||
| Net consolidated Funds’ investment loss | (0.4) | — | (5.2) | (0.4) | 5.2 | |||||||||||||
| Income from continuing operations before taxes | 144.8 | 178.1 | 344.8 | (33.3) | (166.7) | |||||||||||||
| Income tax expense | 44.2 | 50.0 | 97.1 | (5.8) | (47.1) | |||||||||||||
| Income from continuing operations | 100.6 | 128.1 | 247.7 | (27.5) | (119.6) | |||||||||||||
| Income from discontinued operations, net of tax | — | 77.3 | 67.8 | (77.3) | 9.5 | |||||||||||||
| Gain on disposal of discontinued operations, net of tax | — | 691.0 | — | (691.0) | 691.0 | |||||||||||||
| Net income | 100.6 | 896.4 | 315.5 | (795.8) | 580.9 | |||||||||||||
| Net income attributable to non-controlling interests in consolidated Funds | — | 68.0 | 28.8 | (68.0) | 39.2 | |||||||||||||
| Net income attributable to controlling interests | $ | 100.6 | $ | 828.4 | $ | 286.7 | $ | (727.8) | $ | 541.7 | ||||||||
| Basic earnings per share ($) | $ | 2.39 | $ | 10.73 | $ | 3.53 | $ | (8.34) | $ | 7.20 | ||||||||
| Diluted earnings per share ($) | 2.33 | 10.29 | 3.49 | (7.96) | 6.80 | |||||||||||||
| Weighted average shares of common stock outstanding—basic | 42.1 | 77.2 | 81.3 | (35.1) | (4.1) | |||||||||||||
| Weighted average shares of common stock outstanding—diluted | 43.2 | 80.5 | 82.0 | (37.3) | (1.5) | |||||||||||||
| U.S. GAAP operating margin (2) | 40 | % | 28 | % | 26 | % | 1241 bps | 147 bps |
(1)Certain Funds have been consolidated due to our seed capital or co-investments in the Funds.
(2)U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
48
The following table reconciles our net income attributable to controlling interests to our pre-tax income from continuing operations attributable to controlling interests:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP Consolidated Statements of Operations | ||||||||||
| Net income attributable to controlling interests | $ | 100.6 | $ | 828.4 | $ | 286.7 | ||||
| Exclude: Net income from discontinued operations attributable to controlling interests | — | (700.3) | (39.4) | |||||||
| Net income from continuing operations attributable to controlling interests | 100.6 | 128.1 | 247.3 | |||||||
| Add: Income tax expense | 44.2 | 50.0 | 97.1 | |||||||
| Pre-tax income from continuing operations attributable to controlling interests | $ | 144.8 | $ | 178.1 | $ | 344.4 |
U.S. GAAP Revenues
Our U.S. GAAP revenues principally consist of:
i.management fees earned based on our overall weighted average fee rate charged to our clients and the level of assets under management;
ii.performance fees earned when our Affiliates’ investment performance over agreed time periods for certain clients has differed from pre-determined hurdles;
iii.other revenue, consisting primarily of consulting services as well as reimbursement of certain Fund expenses our Affiliates paid on behalf of our Funds; and
iv.revenue from consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Management Fees
Our management fees are a function of the fee rates our Affiliates charge to their clients, which are typically expressed in basis points, and the levels of our assets under management.
Average basis points earned on average assets under management were 37.2 bps for the year ended December 31, 2022, 37.1 bps for the year ended December 31, 2021 and 34.1 bps for the year ended December 31, 2020. The greatest driver of increases or decreases in this average fee rate is changes in the mix of our assets under management caused by net inflows or outflows in certain asset classes, dispositions, and disproportionate market movements.
Year ended December 31, 2022 compared to year ended December 31, 2021: Management fees decreased $(65.9) million, or (15.2)%, from $433.3 million for the year ended December 31, 2021 to $367.4 million for the year ended December 31, 2022. The decrease was primarily due to a decrease in average assets under management, a decrease in performance fees, as well as the disposition of Campbell Global in the third quarter of 2021. Average assets under management excluding our previous equity-accounted Affiliate decreased (15)%, from $116.8 billion for the year ended December 31, 2021 to $98.7 billion for the year ended December 31, 2022, primarily due to the negative market and net outflows over the past twelve months, as well as the disposition of Campbell Global in the third quarter of 2021.
49
Year ended December 31, 2021 compared to year ended December 31, 2020: Management fees decreased $(45.6) million, or (9.5)%, from $478.9 million for the year ended December 31, 2020 to $433.3 million for the year ended December 31, 2021. The decrease was primarily due to the disposition of Barrow, which was included for the majority of 2020, but had no impact on 2021, and lower overall level of average assets under management. Average assets under management excluding our previous equity-accounted Affiliate decreased (16.7)%, from $140.2 billion for the year ended December 31, 2020 to $116.8 billion for the year ended December 31, 2021, primarily due to the sale of Campbell Global in the third quarter of 2021 and the sale of Barrow that occurred in the fourth quarter of 2020.
Performance Fees
Approximately $11.9 billion, or 13.0% of our AUM at December 31, 2022, are in accounts with performance fee features in which we participate. Performance fees are typically shared with our Affiliate key employees through various contractual compensation and profit-sharing arrangements.
Year ended December 31, 2022 compared to year ended December 31, 2021: Performance fees decreased $(35.4) million, from $84.8 million for the year ended December 31, 2021 to $49.4 million for the year ended December 31, 2022. The decrease is partially driven by the reduction in assets under management, changes in outperformance during the year, and the disposition of Campbell Global in the third quarter of 2021.
Year ended December 31, 2021 compared to year ended December 31, 2020: Performance fees increased $77.0 million, from $7.8 million for the year ended December 31, 2020 to $84.8 million for the year ended December 31, 2021. Included in the increase is $16 million of performance fees earned by a timber investment from our previously divested Affiliate, Campbell Global. Acadian contributed approximately $61 million of the increase due to out-performance in a wide range of strategies in 2021, such as long/short and emerging markets equities. Many of Acadian’s performance fee-eligible accounts posted strong absolute and relative returns and crystallized performance fees during 2021.
Other Revenue
Year ended December 31, 2022 compared to year ended December 31, 2021: Other revenue was $5.7 million for the year ended December 31, 2021. There was no other revenue for the year ended December 31, 2022. The decrease was attributable to the sale of Campbell Global during the year ended December 31, 2021.
Year ended December 31, 2021 compared to year ended December 31, 2020: Other revenue decreased $(1.6) million, or (21.9)%, from $7.3 million for the year ended December 31, 2020 to $5.7 million for the year ended December 31, 2021. The decrease was primarily attributable to the sale of Campbell Global during the year ended December 31, 2021.
U.S. GAAP Expenses
Our U.S. GAAP expenses principally consist of:
i.compensation paid to our investment professionals and other employees, including base salary, benefits, sales-based compensation, variable compensation, Affiliate distributions, and revaluation of key employee owned Affiliate equity and profit interests;
ii.general and administrative expenses;
iii.impairment of goodwill;
iv.amortization of acquired intangible assets;
v.depreciation and amortization charges; and
vi.expenses of consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
50
Compensation and Benefits Expense
Our most significant category of expense is compensation and benefits awarded to our and our Affiliates’ employees. The following table presents the components of U.S. GAAP compensation expense for the years ended December 31, 2022, 2021 and 2020:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Fixed compensation and benefits(1) | $ | 86.1 | $ | 100.2 | $ | 130.0 | ||||
| Sales-based compensation(2) | 7.7 | 7.6 | 7.6 | |||||||
| Variable compensation(3) | 100.3 | 130.5 | 112.1 | |||||||
| Affiliate key employee distributions(4) | 5.1 | 13.4 | 8.5 | |||||||
| Non-cash Affiliate key employee equity revaluations(5) | (40.0) | 32.9 | (15.1) | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 159.2 | $ | 284.6 | $ | 243.1 |
(1)Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided. For the year ended December 31, 2022, $86.1 million of fixed compensation and benefits (of the $86.1 million above) is included within economic net income. For the year ended December 31, 2021, $97.2 million of fixed compensation and benefits (of the $100.2 million above) is included within economic net income, which excludes Fund expenses initially paid by our Affiliates on the Fund’s behalf and subsequently reimbursed. For the year ended December 31, 2020, $125.7 million of fixed compensation and benefits (of the $130.0 million above) is included within economic net income, which excludes Fund expenses initially paid by our Affiliates on the Fund’s behalf and subsequently reimbursed. The years ended December 31, 2021 and 2020 reflect the recategorization of Fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the year ended December 31, 2022.
(2)Sales-based compensation is paid to our Affiliates’ sales and distribution teams and represents compensation earned by our sales professionals, paid over a multi-year period, related to revenue earned on new sales. Its variability is based upon the structure of sales-based compensation due on inflows of assets under management and market-based movement in both current and prior periods.
(3)Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI profits before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. In Affiliates with an agreed split of performance fees between Affiliate employees and BSUS, the Affiliates’ share of performance fees, which ranges between 60%-75% of the total, is allocated entirely to variable compensation. For certain Affiliates, the variable compensation earned on performance fees vest over three-years and compensation expense is recognized over that service period. Center variable compensation includes cash and BSIG equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period.
51
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Cash variable compensation | $ | 90.8 | $ | 124.6 | $ | 99.7 | ||||
| Non-cash equity-based award amortization | 9.5 | 5.9 | 12.4 | |||||||
| Total variable compensation(a) | $ | 100.3 | $ | 130.5 | $ | 112.1 |
(a)For the year ended December 31, 2022, $100.3 million of variable compensation expense (of the $100.3 million above) is included within economic net income. For the year ended December 31, 2021, $129.6 million of variable compensation expense (of the $130.5 million above) is included within economic net income, which excludes $0.9 million of variable compensation associated with restructuring at an Affiliate. For the year ended December 31, 2020, $107.9 million of variable compensation expense (of the $112.1 million above) is included within economic net income, which excludes the variable compensation associated with restructuring at the Center and the Affiliates of $3.8 million, and variable compensation subsequently reimbursed by Funds of $0.3 million. The year ended December 31, 2020 reflects the recategorization of variable compensation reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the year ended December 31, 2022.
(4)Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages.
(5)Non-cash Affiliate key employee equity revaluations represent changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may, in certain circumstances, be repurchased by BSUS at a value based on a pre-determined fixed multiple of twelve-month earnings and as such a liability is carried on our balance sheet based on the expected cash to be paid. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is not required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
52
Fluctuations in compensation and benefits expense for the periods presented are discussed below.
Year ended December 31, 2022 compared to year ended December 31, 2021: Compensation and benefits expense decreased $(125.4) million, or (44.1)%, from $284.6 million for the year ended December 31, 2021 to $159.2 million for the year ended December 31, 2022. Fixed compensation and benefits decreased $(14.1) million, or (14.1)%, from $100.2 million for the year ended December 31, 2021 to $86.1 million for the year ended December 31, 2022, primarily reflecting the disposition of Affiliates. Variable compensation decreased $(30.2) million, or (23.1)%, from $130.5 million for the year ended December 31, 2021 to $100.3 million for the year ended December 31, 2022. The decrease was primarily attributable to lower pre-bonus profits in the year ended December 31, 2022 and the disposition of Campbell Global. The decrease was partially offset by the inclusion of deferred compensation expense earned on prior year performance fee revenues, of which the Affiliate’s share is determined by a contractual split and recognized as compensation expense over a vesting period. Sales-based compensation increased $0.1 million, or 1.3%, from $7.6 million for the year ended December 31, 2021 to $7.7 million for the year ended December 31, 2022. Affiliate key employee distributions decreased $(8.3) million, or (61.9)%, from $13.4 million for the year ended December 31, 2021 to $5.1 million for the year ended December 31, 2022 as a result of lower underlying operating earnings at the consolidated Affiliates. Revaluations of Affiliate key employee equity changed $(72.9) million in 2022, reflecting revaluations of key employee ownership interests at our consolidated Affiliates, as the value of Affiliate equity increased $32.9 million for the year ended December 31, 2021 and decreased $(40.0) million for the year ended December 31, 2022. The changes in value year over year reflect changes in earnings, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates.
Year ended December 31, 2021 compared to year ended December 31, 2020: Compensation and benefits expense increased $41.5 million, from $243.1 million for the year ended December 31, 2020 to $284.6 million for the year ended December 31, 2021. Fixed compensation and benefits decreased $(29.8) million, or (22.9)%, from $130.0 million for the year ended December 31, 2020 to $100.2 million for the year ended December 31, 2021, primarily reflecting the disposition of Affiliates and cost savings from the restructuring at the Center and Affiliates. Variable compensation increased $18.4 million, or 16.4%, from $112.1 million for the year ended December 31, 2020 to $130.5 million for the year ended December 31, 2021. The increase was primarily attributable to higher performance fee revenues in 2021, of which the Affiliates’ share is determined by a contractual split and recognized as compensation over their respective vesting periods. Sales-based compensation remained at $7.6 million for the years ended December 31, 2020 and 2021, respectively. Affiliate key employee distributions increased $4.9 million, or 57.6%, from $8.5 million for the year ended December 31, 2020 to $13.4 million for the year ended December 31, 2021 as a result of higher post-variable compensation earnings and the change in the mix of earnings at the consolidated Affiliates. Revaluations of Affiliate key employee equity changed by $48.0 million in 2021, reflecting revaluations of key employee ownership interests at our consolidated Affiliates, as the value of Affiliate equity decreased $(15.1) million for the year ended December 31, 2020 and increased $32.9 million for the year ended December 31, 2021.
General and Administrative Expense
Year ended December 31, 2022 compared to year ended December 31, 2021: General and administrative expense decreased $(0.1) million, or (0.1)%, from $71.2 million for the year ended December 31, 2021 to $71.1 million for the year ended December 31, 2022. The decrease was primarily due to the disposition of Affiliates, offset partially by an increase in travel and entertainment, consulting, and system costs in the year ended December 31, 2022.
Year ended December 31, 2021 compared to year ended December 31, 2020: General and administrative expense decreased $(16.8) million, or (19.1)%, from $88.0 million for the year ended December 31, 2020 to $71.2 million for the year ended December 31, 2021. The decrease was primarily due to cost saving initiatives at the Center and Affiliates and the disposition of Campbell Global in the third quarter of 2021 and Barrow in the fourth quarter of 2020.
53
Impairment of Goodwill
Year ended December 31, 2022 compared to year ended December 31, 2021: There was no impairment of goodwill recorded for the year ended December 31, 2022 or for the year ended December 31, 2021.
Year ended December 31, 2021 compared to year ended December 31, 2020: Impairment of goodwill was $16.4 million for the year ended December 31, 2020 and there was no impairment for the year ended December 31, 2021. The change was the result of the impairment charge recorded for the Copper Rock reporting unit during the year ended December 31, 2020, which was included within the Liquid Alpha segment prior to its disposition in the third quarter of 2020.
Amortization of Acquired Intangibles Expense
Year ended December 31, 2022 compared to year ended December 31, 2021: Amortization of acquired intangibles expense was unchanged at $0.1 million for the years ended December 31, 2021 and 2022, respectively. This account reflects the amortization of intangible assets acquired by Acadian.
Year ended December 31, 2021 compared to year ended December 31, 2020: Amortization of acquired intangibles expense decreased $(0.2) million, or (66.7)%, from $0.3 million for the year ended December 31, 2020 to $0.1 million for the year ended December 31, 2021. The change is due to the disposition of Copper Rock in 2020.
Depreciation and Amortization Expense
Year ended December 31, 2022 compared to year ended December 31, 2021: Depreciation and amortization expense decreased $(3.6) million, or (16.3)%, from $22.1 million for the year ended December 31, 2021 to $18.5 million for the year ended December 31, 2022. The decrease was primarily attributable to the effect of certain assets becoming fully depreciated and the disposition of Affiliates in 2021.
Year ended December 31, 2021 compared to year ended December 31, 2020: Depreciation and amortization expense increased $2.3 million, or 11.6%, from $19.8 million for the year ended December 31, 2020 to $22.1 million for the year ended December 31, 2021. The increase was primarily related to additional software and technology investments in the business.
U.S. GAAP Other Non-Operating Items of Income and Expense
Other non-operating items of income and expense consist of:
i.investment income;
ii.interest income;
iii.interest expense;
iv.loss on extinguishment of debt; and
v.gain on sale of subsidiaries
54
Investment Income
Year ended December 31, 2022 compared to year ended December 31, 2021: Investment income decreased $(8.1) million, or (97.6)%, from $8.3 million for the year ended December 31, 2021 to $0.2 million for the year ended December 31, 2022. The decrease is due to lower returns generated by seed capital investments in the current year driven by the market decline in the year ended December 31, 2022.
Year ended December 31, 2021 compared to year ended December 31, 2020: Investment income increased $3.4 million, or 69.4%, from $4.9 million for the year ended December 31, 2020 to $8.3 million for the year ended December 31, 2021. The increase is primarily due to an increase in returns generated by seed capital investments driven by continued market recovery in 2021 compared to 2020, which included the negative impact of the market decline in the first quarter of 2020.
Interest Income
Year ended December 31, 2022 compared to year ended December 31, 2021: Interest income increased $0.6 million, or 300.0%, from $0.2 million for the year ended December 31, 2021 to $0.8 million for the year ended December 31, 2022. The increase was due to an increase in short-term investment returns in 2022.
Year ended December 31, 2021 compared to year ended December 31, 2020: Interest income decreased $(0.4) million, or (66.7)%, from $0.6 million for the year ended December 31, 2020 to $0.2 million for the year ended December 31, 2021, principally due to a decrease in short-term investment returns in 2021.
Interest Expense
Year ended December 31, 2022 compared to year ended December 31, 2021: Interest expense decreased $4.3 million, or 17.3%, from $24.8 million for the year ended December 31, 2021 to $20.5 million for the year ended December 31, 2022, primarily reflecting a lower balance of third party borrowings in 2022, slightly offset by $1.3 million of additional interest expense related to the amortization of the cash flow hedge associated with the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Year ended December 31, 2021 compared to year ended December 31, 2020: Interest expense decreased $(3.7) million, or (13.0)%, from $28.5 million for the year ended December 31, 2020 to $24.8 million for the year ended December 31, 2021, primarily reflecting a lower balance drawn on our revolving credit facilities during 2021. We paid down the balance in full on our revolving credit facility in the year ended December 31, 2021.
Loss on Extinguishment of Debt
Year ended December 31, 2022 compared to year ended December 31, 2021: There was no loss on extinguishment of debt for the year ended December 31, 2021. Loss on extinguishment of debt was $3.2 million for the year ended December 31, 2022 as a result of the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022.
Year ended December 31, 2021 compared to year ended December 31, 2020: There was no loss on extinguishment of debt for the year ended December 31, 2021 or for the year ended December 31, 2020.
Gain on Sale of Subsidiaries
Year ended December 31, 2022 compared to year ended December 31, 2021: Gain on sale of subsidiaries was $48.6 million for the year ended December 31, 2021 representing our gain on sale of our equity interest in ICM and Campbell Global, slightly offset by the loss on disposition of a business unit during the year ended December 31, 2021. There was no gain on sale of subsidiaries in the year ended December 31, 2022.
55
Year ended December 31, 2021 compared to year ended December 31, 2020: Gain on sale of subsidiaries decreased $(192.7) million from $241.3 million for the year ended December 31, 2020 to $48.6 million for the year ended December 31, 2021, representing our gain on sale of our equity interest in ICM and Campbell Global, slightly offset by the loss on disposition of a business unit during the year ended December 31, 2021. Included in the balance for the year ended December 31, 2020 is a gain of $7.2 million on the sale of our equity interests in Copper Rock, a gain of $231.2 million on the sale of our equity interests in Barrow and a gain of $2.9 million on a previously disposed Affiliate.
U.S. GAAP Income Tax Expense
Our effective tax rate has been impacted by changes in liabilities for uncertain tax positions, tax effects of stock-based compensation, limitations on executive compensation, the mix of income earned in the United States versus lower-taxed foreign jurisdictions. Our effective tax rate could be impacted in the future by these items as well as further changes in tax laws and regulations in jurisdictions in which we operate.
Year ended December 31, 2022 compared to year ended December 31, 2021: Income tax expense decreased $(5.8) million, from $50.0 million for the year ended December 31, 2021 to $44.2 million for the year ended December 31, 2022. The decrease in income tax expense is primarily related to the decrease in income from continuing operations for the year ended December 31, 2022.
Year ended December 31, 2021 compared to year ended December 31, 2020: Income tax expense decreased $(47.1) million, from $97.1 million for the year ended December 31, 2020 to $50.0 million for the year ended December 31, 2021. The decrease in income tax expense is primarily related to the decrease in the income from continuing operations before taxes for the year ended December 31, 2021, driven by the sale of certain Affiliates that occurred during 2021. The decrease in income tax expense from the sale was partially offset by an increase to the permanent disallowance of executive compensation in 2021, a lower tax benefit recognized in 2021 from changes in uncertain tax positions that resulted from the lapse in statute of limitations, and an increase of state tax obligations.
U.S. GAAP Consolidated Funds
The net income or loss of all consolidated Funds, excluding any income or loss attributable to seed capital or co-investments we make in the Funds, is included in non-controlling interests in our Consolidated Financial Statements and is not included in net income attributable to controlling interests or in management fees.
Year ended December 31, 2022 compared to year ended December 31, 2021: Consolidated Funds’ revenue was $0.4 million for the year ended December 31, 2022. Consolidated Funds’ expense was $0.4 million for the year ended December 31, 2022. There were no consolidated Funds during the year ended December 31, 2021.
Year ended December 31, 2021 compared to year ended December 31, 2020: There were no consolidated Funds during the year ended December 31, 2021. Consolidated Funds’ revenue was $5.5 million for the year ended December 31, 2020. Consolidated Funds’ expense was $0.2 million for the year ended December 31, 2020. The decrease in consolidated Funds’ revenue and decrease in consolidated Funds’ expense is due to the deconsolidation of Funds due to redemption of seed investments in Barrow consolidated Funds following the sale of our equity interests in Barrow in November 2020.
Discontinued Operations
As discussed further in Note 3 of our accompanying Consolidated Financial Statements, we completed the sale of all our equity interests in TSW on July 19, 2021, and we completed the sale of all our equity interests in Landmark on June 2, 2021. As a result, Landmark and TSW are reported within discontinued operations.
56
Year ended December 31, 2022 compared to year ended December 31, 2021: Income from discontinued operations was $77.3 million for the year ended December 31, 2021, representing the income from TSW and Landmark, including consolidated Landmark Funds. There was no income from discontinued operations for the year ended December 31, 2022. The gain on disposal of discontinued operations, net of tax was $691.0 million for the year ended December 31, 2021 representing our gain on sale of our equity interests in Landmark and TSW. There was no gain on disposal of discontinued operations for the year ended December 31, 2022.
Year ended December 31, 2021 compared to year ended December 31, 2020: Income from discontinued operations increased $9.5 million from $67.8 million for the year ended December 31, 2020 to $77.3 million for the year ended December 31, 2021. Income from discontinued operations represents the income from TSW and Landmark, including consolidated Landmark Funds. The increase is driven by the increase in investment gains from the consolidated Landmark Funds attributable to non-controlling interests in the current year. The gain on disposal of discontinued operations, net of tax was $691.0 million for the year ended December 31, 2021 representing our gain on sale of our equity interests in Landmark and TSW. There was no gain on disposal of discontinued operations for the year ended December 31, 2020.
Key U.S. GAAP Operating Metrics
The following table shows our key U.S. GAAP operating metrics for the years ended December 31, 2022, 2021 and 2020. The second, third and fourth metrics below have each been adjusted to eliminate the effect of consolidated Funds to more accurately reflect the economics of our Company.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Numerator: Operating income | $ | 167.9 | $ | 145.8 | $ | 131.7 | ||||
| Denominator: Total revenue | $ | 417.2 | $ | 523.8 | $ | 499.5 | ||||
| U.S. GAAP operating margin(1) | 40.2 | % | 27.8 | % | 26.4 | % | ||||
| Numerator: Total operating expenses(2) | $ | 248.9 | $ | 378.0 | $ | 367.6 | ||||
| Denominator: Management fee revenue | $ | 367.4 | $ | 433.3 | $ | 478.9 | ||||
| U.S. GAAP operating expense / management fee revenue(3) | 67.7 | % | 87.2 | % | 76.8 | % | ||||
| Numerator: Variable compensation | $ | 100.3 | $ | 130.5 | $ | 112.1 | ||||
| Denominator: Operating income before variable compensation and Affiliate key employee distributions(2)(4)(5) | $ | 273.3 | $ | 289.7 | $ | 247.0 | ||||
| U.S. GAAP variable compensation ratio(3) | 36.7 | % | 45.0 | % | 45.4 | % | ||||
| Numerator: Affiliate key employee distributions | $ | 5.1 | $ | 13.4 | 8.5 | |||||
| Denominator: Operating income before Affiliate key employee distributions(2)(4)(5) | $ | 173.0 | $ | 159.2 | $ | 134.9 | ||||
| U.S. GAAP Affiliate key employee distributions ratio(3) | 2.9 | % | 8.4 | % | 6.3 | % |
(1)Excluding the effect of Funds consolidation in the applicable periods, the U.S. GAAP operating margin would be 40.3% for the year ended December 31, 2022, 27.8% for the year ended December 31, 2021 and 25.6% for the year ended December 31, 2020.
(2)Excludes consolidated Funds’ expense of $0.4 million for the year ended December 31, 2022, $0.0 million for the year ended December 31, 2021 and $0.2 million for the year ended December 31, 2020.
(3)Excludes the effect of Funds consolidation for the years ended December 31, 2022, 2021 and 2020.
57
(4)Excludes consolidated Funds’ revenue of $0.4 million for the year ended December 31, 2022, $0.0 million for the year ended December 31, 2021, and $5.5 million for the year ended December 31, 2020.
(5)The following table identifies the components of operating income before variable compensation and Affiliate key employee distributions, as well as operating income before Affiliate key employee distributions:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Operating income | $ | 167.9 | $ | 145.8 | $ | 131.7 | ||||
| Affiliate key employee distributions | 5.1 | 13.4 | 8.5 | |||||||
| Operating (income) loss of consolidated Funds | — | — | (5.3) | |||||||
| Operating income before Affiliate key employee distributions | $ | 173.0 | $ | 159.2 | $ | 134.9 | ||||
| Variable compensation | 100.3 | 130.5 | 112.1 | |||||||
| Operating income before variable compensation and Affiliate key employee distributions | $ | 273.3 | $ | 289.7 | $ | 247.0 |
Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis
As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our management’s view of the underlying economic earnings generated by us. We define economic net income as ENI revenue less (i) ENI operating expenses, (ii) variable compensation, (iii) key employee distributions, (iv) net interest and (v) taxes, each as further discussed in this section. ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI is an important measure to investors because it is used by us to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. It is also an important measure because it assists management in evaluating our operating performance and is presented in a way that most closely reflects the key elements of our profit share operating model with our Affiliates. For a further discussion of how we use ENI and why ENI is useful to investors, see “—Overview—How We Measure Performance.”
To calculate economic net income, we re-categorize certain line items on our Consolidated Statements of Operations to reflect the following:
•We exclude the effect of Funds consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our stockholders.
•We include within management fee revenue any fees paid to Affiliates by consolidated Funds, which are viewed as investment income under U.S. GAAP.
•We include our share of earnings from equity-accounted Affiliates within other income in ENI revenue, rather than investment income.
•We treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits.
•We identify separately from operating expenses variable compensation and Affiliate key employee distributions, which represent Affiliate earnings shared with Affiliate key employees.
58
We also make the following adjustments to U.S. GAAP results to more closely reflect our economic results:
i.We exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may in certain circumstances be repurchased by BSUS at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on our balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is never required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period.
ii.We exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business.
iii.We exclude capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets.
iv.We exclude seed capital and co-investment gains, losses and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of our earnings from managing client assets, which therefore differs from earnings generated by our investments in Affiliate products, which can be variable from period to period.
v.We include cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP.
vi.We exclude the results of discontinued operations attributable to controlling interests since they are not part of our ongoing business and restructuring costs incurred in continuing operations.
vii.We exclude deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization.
We also adjust our income tax expense to reflect any tax impact of our ENI adjustments.
59
Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Years Ended December 31, 2022, 2021 and 2020
The following table reconciles U.S. GAAP net income attributable to controlling interests to economic net income for the years ended December 31, 2022, 2021 and 2020:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP net income attributable to controlling interests | $ | 100.6 | $ | 828.4 | $ | 286.7 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | (40.0) | 32.9 | (15.1) | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | 0.1 | 0.1 | 16.8 | ||||||
| iii. | Capital transaction costs | 5.2 | 1.8 | 0.8 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings(1) | 0.6 | (4.0) | 4.1 | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 1.5 | 1.1 | 1.6 | ||||||
| vi. | Discontinued operations attributable to controlling interests and restructuring(2) | 1.3 | (743.8) | (269.6) | ||||||
| vii. | ENI tax normalization(3) | 3.3 | (1.7) | 2.2 | ||||||
| Tax effect of above adjustments, as applicable(4) | 9.0 | 3.5 | 60.8 | |||||||
| Economic net income | $ | 81.6 | $ | 118.3 | $ | 88.3 |
(1)The net return on seed/co-investment (gains) losses and financings for the years ended December 31, 2022, 2021 and 2020 are shown in the following table.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Seed/Co-investment (gains) losses | $ | 0.2 | $ | (5.7) | $ | (1.6) | ||||
| Financing costs: | ||||||||||
| Seed/Co-investment average balance | 6.1 | 28.9 | 97.0 | |||||||
| Blended interest rate* | 6.5 | % | 5.9 | % | 5.9 | % | ||||
| Financing costs | 0.4 | 1.7 | 5.7 | |||||||
| Net seed/co-investment (gains) losses and financing | $ | 0.6 | $ | (4.0) | $ | 4.1 |
* The blended rate is based on the weighted average rate of the long-term debt.
(2)For the year ended December 31, 2022, includes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former Parent of $1.2 million. For the year ended December 31, 2021, includes net income from discontinued operations attributable to controlling interest of $700.3 million, restructuring costs at the Center and Affiliates of $3.8 million, costs associated with the transfer of an insurance policy from our former Parent of $1.2 million, and the gain on sale of subsidiaries of $48.6 million. For the year ended December 31, 2020, includes net income from discontinued operations attributable to controlling interest of $39.4 million, restructuring costs at the Center and Affiliates of $9.4 million, costs associated with the transfer of an insurance policy from our former Parent of $1.6 million, and the gain on sale of subsidiaries of $241.3 million.
(3)Includes adjustments of $0.2 million, $3.0 million and $8.7 million to remove the tax benefit resulting from the reduction in liabilities for uncertain tax positions recorded during the years ended December 31, 2022, 2021 and 2020, respectively.
(4)Reflects the sum of line items (i), (ii), (iii), (iv) and the restructuring portion of line item (vi) taxed at the 27.3% U.S. statutory rate (including state tax).
60
The following table reconciles U.S. GAAP net income per share to economic net income per share for the years ended December 31, 2022, 2021 and 2020:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP net income per share | $ | 2.33 | $ | 10.29 | $ | 3.49 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | (0.92) | 0.41 | (0.18) | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets | — | — | 0.20 | ||||||
| iii. | Capital transaction costs | 0.12 | 0.02 | 0.01 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings | 0.01 | (0.05) | 0.05 | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 0.03 | 0.01 | 0.02 | ||||||
| vi. | Discontinued operations and restructuring | 0.03 | (9.23) | (3.29) | ||||||
| vii. | ENI tax normalization | 0.08 | (0.02) | 0.04 | ||||||
| Tax effect of above adjustments | 0.21 | 0.04 | 0.74 | |||||||
| Economic net income per share | $ | 1.89 | $ | 1.47 | $ | 1.08 |
Limitations of Economic Net Income
Economic net income is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. Economic net income is not audited, and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of economic net income may differ from similarly titled measures provided by other companies.
Because the calculation of economic net income excludes certain ongoing expenses, including amortization expense and certain compensation costs, it has certain material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings.
ENI Revenues
The following table reconciles U.S. GAAP Revenue to ENI Revenue for the years ended December 31, 2022, 2021 and 2020:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP Revenue | $ | 417.2 | $ | 523.8 | $ | 499.5 | ||||
| Include earnings from equity-accounted Affiliate | — | 2.6 | 2.9 | |||||||
| Exclude revenue from consolidated Funds attributable to non-controlling interests | (0.4) | — | (5.5) | |||||||
| Exclude Fund expenses reimbursed by customers(1) | — | (2.9) | (4.6) | |||||||
| ENI Revenue | $ | 416.8 | $ | 523.5 | $ | 492.3 |
(1)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the year ended December 31, 2022.
61
The following table identifies the components of ENI revenue:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Management fees(1) | $ | 367.4 | $ | 433.3 | $ | 478.9 | ||||
| Performance fees (2) | 49.4 | 84.8 | 7.8 | |||||||
| Other income, including equity-accounted Affiliate(3) | — | 5.4 | 5.6 | |||||||
| ENI Revenue | $ | 416.8 | $ | 523.5 | $ | 492.3 |
(1)ENI management fees correspond to U.S. GAAP management fees.
(2)ENI performance fees correspond to U.S. GAAP performance fees.
(3)ENI other income is comprised primarily of other revenue under U.S. GAAP, plus our earnings from our equity-accounted Affiliate of $2.6 million for the year ended December 31, 2021 and $2.9 million for the year ended December 31, 2020. For the years ended December 30, 2021 and 2020, other income excludes certain Fund expenses initially paid by our previously divested Affiliate, Campbell Global, on the Funds’ behalf that are subsequently reimbursed. This recategorization is not applicable for the year ended December 31, 2022. Refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis” for a full discussion regarding the items excluded from the calculation of economic net income.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP other revenue | $ | — | $ | 5.7 | $ | 7.3 | ||||
| Earnings from equity-accounted Affiliate | — | 2.6 | 2.9 | |||||||
| Exclude Fund expenses reimbursed by customers(1) | — | (2.9) | (4.6) | |||||||
| ENI other income | $ | — | $ | 5.4 | $ | 5.6 |
(1)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the year ended December 31, 2022.
62
ENI Operating Expenses
The largest difference between U.S. GAAP operating expense and ENI operating expense relates to compensation. As shown in the following reconciliation, the Company excludes the impact of key employee equity revaluations. Variable compensation and Affiliate key employee distributions are also segregated out of U.S. GAAP operating expense in order to align with the manner in which these items are contractually calculated at the Affiliate level.
The following table reconciles U.S. GAAP operating expense to ENI operating expense for the years ended December 31, 2022, 2021 and 2020:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP operating expense | $ | 249.3 | $ | 378.0 | $ | 367.8 | ||||
| Less: items excluded from economic net income | ||||||||||
| Non-cash key employee equity and profit interest revaluations | 40.0 | (32.9) | 15.1 | |||||||
| Goodwill impairment and amortization of acquired intangible assets | (0.1) | (0.1) | (16.8) | |||||||
| Capital transaction costs | — | (1.2) | (0.2) | |||||||
| Restructuring costs(1) | (1.3) | (5.1) | (11.2) | |||||||
| Fund expenses reimbursed by customers(2) | — | (2.9) | (4.6) | |||||||
| Funds’ operating expenses | (0.4) | — | (0.2) | |||||||
| Less: items segregated out of U.S. GAAP operating expense | ||||||||||
| Variable compensation(3) | (100.3) | (129.6) | (107.9) | |||||||
| Affiliate key employee distributions | (5.1) | (13.4) | (8.5) | |||||||
| ENI operating expense | $ | 182.1 | $ | 192.8 | $ | 233.5 |
(1)For the year ended December 31, 2022, includes $0.1 million of restructuring costs and $1.2 million costs associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2021, includes $3.8 million of restructuring costs at the Center and Affiliates and $1.2 million costs associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2020, includes restructuring costs at the Center and the Affiliates of $9.4 million and $1.6 million costs associated with the transfer of an insurance policy from our former Parent.
(2)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the year ended December 31, 2022.
(3)For the year ended December 31, 2021, excludes variable compensation related to restructuring at the Center and the Affiliates of $0.9 million that is included within Restructuring costs. For the year ended December 31, 2020, excludes variable compensation related to restructuring at the Center and the Affiliates of $3.8 million that is included within Restructuring costs, and Fund expenses reimbursed by customers of a previously divested Affiliate, Campbell Global, of $0.3 million.
63
The following table identifies the components of ENI operating expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Fixed compensation & benefits(1) | $ | 86.1 | $ | 97.2 | $ | 125.7 | ||||
| General and administrative expenses(2) | 77.5 | 73.5 | 88.0 | |||||||
| Depreciation and amortization | 18.5 | 22.1 | 19.8 | |||||||
| ENI operating expense | $ | 182.1 | $ | 192.8 | $ | 233.5 |
(1)Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation expense to ENI fixed compensation and benefits expense for the years ended December 31, 2022, 2021 and 2020:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 159.2 | $ | 284.6 | $ | 243.1 | ||||
| Non-cash key employee equity and profit interest revaluations excluded from ENI | 40.0 | (32.9) | 15.1 | |||||||
| Sales-based compensation reclassified to ENI general & administrative expenses | (7.7) | (7.6) | (7.6) | |||||||
| Affiliate key employee distributions | (5.1) | (13.4) | (8.5) | |||||||
| Restructuring expenses | — | (0.9) | (3.9) | |||||||
| Variable compensation | (100.3) | (129.6) | (107.9) | |||||||
| Fund expenses reimbursed by customers(a) | — | (3.0) | (4.6) | |||||||
| ENI fixed compensation and benefits | $ | 86.1 | $ | 97.2 | $ | 125.7 |
(a)Reflects the recategorization of fund expenses reimbursed by customers of Campbell Global, a former Affiliate that was divested in August 2021. This recategorization is not applicable for the year ended December 31, 2022.
(2)The following table reconciles U.S. GAAP general and administrative expense to ENI general and administrative expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP general and administrative expense | $ | 71.1 | $ | 71.2 | $ | 88.0 | ||||
| Sales-based compensation | 7.7 | 7.6 | 7.6 | |||||||
| Capital transaction costs | — | (1.2) | (0.2) | |||||||
| Restructuring costs(a) | (1.3) | (4.1) | (7.3) | |||||||
| Additional ENI adjustments | — | — | (0.1) | |||||||
| ENI general and administrative expense | $ | 77.5 | $ | 73.5 | $ | 88.0 |
(a)Reflects $0.1 million related to restructuring and $1.2 million of costs associated with the transfer of an insurance policy from our former Parent for the year ended December 31, 2022. Reflects $2.9 million related to restructuring at the Center and Affiliates, and $1.2 million of costs associated with the transfer of an insurance policy from our former Parent in the year ended December 31, 2021. Reflects $5.6 million related to restructuring at the Center and Affiliates, and $1.6 million of costs associated with the transfer of an insurance policy from our former Parent in the year ended December 31, 2020.
64
Key Non-GAAP Operating Metrics
The following table shows our key non-GAAP operating metrics for the years ended December 31, 2022, 2021 and 2020. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Numerator: ENI operating earnings(1) | $ | 134.4 | $ | 201.1 | $ | 150.9 | ||||
| Denominator: ENI revenue | $ | 416.8 | $ | 523.5 | $ | 492.3 | ||||
| ENI operating margin(2) | 32.2 | % | 38.4 | % | 30.7 | % | ||||
| Numerator: ENI operating expense | $ | 182.1 | $ | 192.8 | $ | 233.5 | ||||
| Denominator: ENI management fee revenue(3) | $ | 367.4 | $ | 433.3 | $ | 478.9 | ||||
| ENI operating expense ratio(4) | 49.6 | % | 44.5 | % | 48.8 | % | ||||
| Numerator: ENI variable compensation | $ | 100.3 | $ | 129.6 | $ | 107.9 | ||||
| Denominator: ENI earnings before variable compensation(1)(5) | $ | 234.7 | $ | 330.7 | $ | 258.8 | ||||
| ENI variable compensation ratio(6) | 42.7 | % | 39.2 | % | 41.7 | % | ||||
| Numerator: Affiliate key employee distributions | $ | 5.1 | $ | 13.4 | $ | 8.5 | ||||
| Denominator: ENI operating earnings(1) | $ | 134.4 | $ | 201.1 | $ | 150.9 | ||||
| ENI Affiliate key employee distributions ratio(7) | 3.8 | % | 6.7 | % | 5.6 | % |
(1)ENI operating earnings represents ENI earnings before Affiliate key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. It differs from economic net income because it does not include the effects of Affiliate key employee distributions, net interest expense or income tax expense.
65
The following table reconciles U.S. GAAP operating income (loss) to ENI operating earnings:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP operating income | $ | 167.9 | $ | 145.8 | $ | 131.7 | ||||
| Include earnings from equity-accounted Affiliate | — | 2.6 | 2.9 | |||||||
| Exclude the impact of: | ||||||||||
| Affiliate key employee-owned equity and profit interest revaluations | (40.0) | 32.9 | (15.1) | |||||||
| Goodwill impairment and the amortization of acquired intangible assets | 0.1 | 0.1 | 16.8 | |||||||
| Capital transaction costs | — | 1.2 | 0.2 | |||||||
| Restructuring costs(a) | 1.3 | 5.1 | 11.2 | |||||||
| Affiliate key employee distributions | 5.1 | 13.4 | 8.5 | |||||||
| Variable compensation | 100.3 | 129.6 | 107.9 | |||||||
| Funds’ operating income | — | — | (5.3) | |||||||
| ENI earnings before variable compensation | 234.7 | 330.7 | 258.8 | |||||||
| Less: ENI variable compensation | (100.3) | (129.6) | (107.9) | |||||||
| ENI operating earnings | 134.4 | 201.1 | 150.9 | |||||||
| Less: ENI Affiliate key employee distributions | (5.1) | (13.4) | (8.5) | |||||||
| ENI earnings after Affiliate key employee distributions | $ | 129.3 | $ | 187.7 | $ | 142.4 |
(a)For the year ended December 31, 2022, includes $1.2 million associated with the transfer of an insurance policy from our former Parent and $0.1 million of restructuring costs. For the year ended December 31, 2021, includes restructuring costs of $1.2 million associated with the transfer of an insurance policy from our former Parent and $3.8 million of restructuring costs at the Center and Affiliates. For the year ended December 31, 2020, includes restructuring costs of $1.6 million associated with the transfer of an insurance policy from our former Parent and $9.4 million of restructuring costs at the Center and the Affiliates.
(2)The ENI operating margin, which is calculated before Affiliate key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business without regard to our various ownership levels at each of the Affiliates. The ENI operating margin is most comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds) of 40.3% for the year ended December 31, 2022, 27.8% for the year ended December 31, 2021 and 25.6% for the year ended December 31, 2020.
The ENI operating margin is important because it gives investors an understanding of the profitability of the total business relative to revenue, irrespective of the ownership position which BSIG has in each of its Affiliates. Management and investors use this ratio when comparing our profitability relative to our peer group and evaluating our ability to manage the cost structure and profitability of our business under different operating environments.
(3)ENI Management fee revenue corresponds to U.S. GAAP management fee revenue.
(4)The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation and benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies at BSIG because in our profit sharing economic model, scale benefits both the Affiliate employees and BSIG stockholders. The ENI operating expense ratio is most comparable to the U.S. GAAP operating expense / management fee revenue ratio.
66
(5)ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.
(6)The ENI variable compensation ratio is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. Center variable compensation includes cash and BSIG equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio at each Affiliate is calculated as variable compensation divided by ENI earnings before variable compensation. The ENI variable compensation ratio is most comparable to the U.S. GAAP variable compensation ratio.
(7)The ENI Affiliate key employee distribution ratio is used by management and is useful to investors to evaluate Affiliate key employee distributions as measured against our ENI operating earnings. Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. The ENI Affiliate key employee distributions ratio is most comparable to the U.S. GAAP Affiliate key employee distributions ratio.
67
Tax on Economic Net Income
The following table reconciles the United States statutory tax to tax on economic net income:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Pre-tax economic net income(1) | $ | 112.0 | $ | 165.4 | $ | 120.8 | ||||
| Taxes at the U.S. federal and state statutory rates(2) | (30.6) | (45.2) | (40.1) | |||||||
| Other reconciling tax adjustments | 0.2 | (1.9) | 7.6 | |||||||
| Tax on economic net income | (30.4) | (47.1) | (32.5) | |||||||
| Economic net income | $ | 81.6 | $ | 118.3 | $ | 88.3 | ||||
| Economic net income effective tax rate(3) | 27.1 | % | 28.5 | % | 26.9 | % |
(1)Includes interest income and third party ENI interest expense, as shown in the following table:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| U.S. GAAP interest income | $ | 0.8 | $ | 0.2 | $ | 0.6 | ||||
| U.S. GAAP interest expense | (20.5) | (24.8) | (28.5) | |||||||
| U.S. GAAP net interest expense | (19.7) | (24.6) | (27.9) | |||||||
| Other ENI interest expense exclusions(a) | 2.4 | 2.3 | 6.3 | |||||||
| ENI net interest income (expense) | (17.3) | (22.3) | (21.6) | |||||||
| ENI earnings after Affiliate key employee distributions(b) | 129.3 | 187.7 | 142.4 | |||||||
| Pre-tax economic net income | $ | 112.0 | $ | 165.4 | $ | 120.8 |
(a)Other ENI interest expense exclusions represent cost of financing on seed capital and co-investments and amortization of debt issuance costs. Includes $0.4 million related to the cost of seed and co-investment financing and $2.0 million related to the amortization of debt issuance costs for the year ended December 31, 2022. Includes $1.7 million related to the cost of seed and co-investment financing and $0.6 million related to the amortization of debt issuance costs for the year ended December 31, 2021. Includes $5.7 million related to the cost of seed and co-investment financing and $0.6 million related to the amortization of debt issuance costs for the year ended December 31, 2020.
(b)ENI earnings after Affiliate key employee distributions is calculated as ENI operating income (ENI revenue, less ENI operating expense, less ENI variable compensation), less Affiliate key employee distributions. Refer to “—Key Non-GAAP Operating Metrics” for a reconciliation from U.S. GAAP operating income to ENI earnings after Affiliate key employee distributions.
(2)Taxed at U.S. Federal and State statutory rate of 27.3%.
(3)The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income.
68
Segment Analysis
We operate our business through the following reportable segment:
•Quant & Solutions—comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, ESG, multi-asset, equity alternatives, and long/short strategies. This segment is comprised of our interest in Acadian.
The corporate head office is included within the Other category, along with our previously disposed Affiliate, Campbell Global for the years ended December 31, 2021 and 2020. We completed the sale of our equity interest in Campbell Global in August 2021. ICM is also included in the Other category for the year ended December 31, 2021. We completed the sale of our equity interests in ICM in July 2021. The corporate head office expenses are not allocated to the Company’s business segment but the CODM does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
Prior to June 30, 2021, we had a Liquid Alpha reportable segment which was comprised of TSW and ICM. ICM is included in the Liquid Alpha segment for the year ended December 31, 2020. On July 19, 2021, we completed the sale of our equity interests in TSW. As a result of this transaction, TSW has been reclassified to discontinued operations and Liquid Alpha no longer constitutes a reportable segment of the Company.
The primary measure used by the CODM in measuring performance and allocating resources to the segments is ENI. We define economic net income for the segments as ENI revenue less (i) ENI operating expenses, (ii) variable compensation and (iii) key employee distributions. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to Affiliates by consolidated Funds and our share of earnings from our equity-accounted Affiliate.
ENI operating expenses include compensation and benefits, general and administrative expense, and depreciation and amortization under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees and the impairment of goodwill. Additionally, variable compensation and Affiliate key employee distributions are segregated from ENI operating expenses.
ENI segment results are also adjusted to exclude the portion of consolidated Fund revenues, expenses and investment return recorded under U.S. GAAP.
Refer to the reconciliations of U.S. GAAP revenue to ENI revenue, U.S. GAAP Operating expense to ENI Operating expense, variable compensation and Affiliate key employee distributions disclosed previously within this section.
Segment ENI Revenue
The following tables identify the components of segment ENI revenue for the years ended December 31, 2022, 2021 and 2020:
69
| Years ended December 31, | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | ||||||||||||||||||||||||||
| Quant & Solutions | Total | Quant & Solutions | Other | Total | ||||||||||||||||||||||||
| Management fees | $ | 367.4 | $ | 367.4 | $ | 419.4 | $ | 13.9 | $ | 433.3 | ||||||||||||||||||
| Performance fees | 49.4 | 49.4 | 68.7 | 16.1 | 84.8 | |||||||||||||||||||||||
| Other income, including equity-accounted Affiliate | — | — | — | 5.4 | 5.4 | |||||||||||||||||||||||
| ENI revenue | $ | 416.8 | $ | 416.8 | $ | 488.1 | $ | 35.4 | $ | 523.5 |
| Year ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2020 | |||||||||||||||
| Quant & Solutions | Liquid Alpha | Other | Total | |||||||||||||
| Management fees | $ | 346.8 | $ | 108.3 | $ | 23.8 | $ | 478.9 | ||||||||
| Performance fees | 8.0 | (0.2) | — | 7.8 | ||||||||||||
| Other income, including equity-accounted Affiliate | — | 3.0 | 2.6 | 5.6 | ||||||||||||
| ENI revenue | $ | 354.8 | $ | 111.1 | $ | 26.4 | $ | 492.3 |
Quant & Solutions Segment ENI Revenue
Year ended December 31, 2022 compared to year ended December 31, 2021: Quant & Solutions ENI revenue decreased $(71.3) million, or (14.6)%, from $488.1 million for the year ended December 31, 2021 to $416.8 million for the year ended December 31, 2022. The decrease was due to (28.1)% lower performance fees in the year ended December 31, 2022, as well as (12.4)% lower management fees driven by lower average AUM resulting from equity market decline and net outflows in the last twelve months.
Year ended December 31, 2021 compared to year ended December 31, 2020: Quant & Solutions ENI revenue increased $133.3 million, or 37.6%, from $354.8 million for the year ended December 31, 2020 to $488.1 million for the year ended December 31, 2021. The $61 million increase in performance fees was primarily due to significant out-performance in a wide range of strategies in 2021, such as long/short and emerging markets equities. The 20.9% increase in management fees was driven by higher average AUM primarily resulting from the equity market increase in 2021.
Liquid Alpha Segment ENI Revenue
Year ended December 31, 2021 compared to year ended December 31, 2020: Liquid Alpha ENI revenue was $111.1 million for the year ended December 31, 2020 and was comprised of the ENI revenue from Barrow, Copper Rock and ICM. There was no Liquid Alpha ENI revenue for the year ended December 31, 2021 as the Liquid Alpha segment no long constituted a reportable segment.
Segment ENI Expense
The following tables identify the components of segment ENI expense for the years ended December 31, 2022, 2021 and 2020:
70
| Years ended December 31, | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | ||||||||||||||||||||||||||||
| Quant & Solutions | Other | Total | Quant & Solutions | Other | Total | |||||||||||||||||||||||||
| Fixed compensation & benefits | $ | 79.0 | $ | 7.1 | $ | 86.1 | $ | 79.1 | $ | 18.1 | $ | 97.2 | ||||||||||||||||||
| General and administrative expense | 68.4 | 9.1 | 77.5 | 60.5 | 13.0 | 73.5 | ||||||||||||||||||||||||
| Depreciation and amortization | 18.1 | 0.4 | 18.5 | 21.2 | 0.9 | 22.1 | ||||||||||||||||||||||||
| Total ENI Operating Expenses | $ | 165.5 | $ | 16.6 | $ | 182.1 | $ | 160.8 | $ | 32.0 | $ | 192.8 | ||||||||||||||||||
| Variable compensation | 96.0 | 4.3 | 100.3 | 100.8 | 28.8 | 129.6 | ||||||||||||||||||||||||
| Affiliate key employee distributions | 5.1 | — | 5.1 | 12.4 | 1.0 | 13.4 | ||||||||||||||||||||||||
| Total Expenses | $ | 266.6 | $ | 20.9 | $ | 287.5 | $ | 274.0 | $ | 61.8 | $ | 335.8 |
| Year ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2020 | |||||||||||||||
| Quant & Solutions | Liquid Alpha | Other | Total | |||||||||||||
| Fixed compensation & benefits | $ | 73.7 | $ | 26.9 | $ | 25.1 | $ | 125.7 | ||||||||
| General and administrative expense | 56.9 | 12.4 | 18.7 | 88.0 | ||||||||||||
| Depreciation and amortization | 18.4 | 0.1 | 1.3 | 19.8 | ||||||||||||
| Total ENI Operating Expenses | $ | 149.0 | $ | 39.4 | $ | 45.1 | $ | 233.5 | ||||||||
| Variable compensation | 72.8 | 29.0 | 6.1 | 107.9 | ||||||||||||
| Affiliate key employee distributions | 4.3 | 3.9 | 0.3 | 8.5 | ||||||||||||
| Total Expenses | $ | 226.1 | $ | 72.3 | $ | 51.5 | $ | 349.9 |
Quant & Solutions Segment ENI Expense
Year ended December 31, 2022 compared to year ended December 31, 2021: Quant & Solutions ENI operating expense increased $4.7 million, or 2.9%, from $160.8 million for the year ended December 31, 2021 to $165.5 million for the year ended December 31, 2022. The increase was driven by 13.1% higher ENI general and administrative expense primarily due to higher travel and entertainment, consultant, and system costs. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation, and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. Quant & Solutions ENI variable compensation expense decreased (4.8)% as a result of lower earnings before variable compensation, including performance fees. Affiliate key employee distributions attributable to Quant & Solutions decreased (58.9)%, impacted by lower ENI earnings after variable compensation and the leveraged nature of the distribution share.
Year ended December 31, 2021 compared to year ended December 31, 2020: Quant & Solutions ENI operating expense increased $11.8 million, or 7.9%, from $149.0 million for the year ended December 31, 2020 to $160.8 million for the year ended December 31, 2021. The increase was driven by 7.3% higher ENI fixed compensation and benefits expense resulting from higher headcount and 6.3% higher ENI general and administrative expense primarily due to increased portfolio administrative and systems costs. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation, and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. Quant & Solutions ENI variable compensation expense, which is based on contractual arrangements, increased 38.5%, as a result of higher earnings before variable compensation. Affiliate key employee distributions attributable to Quant & Solutions increased 188.4%, primarily due to higher Quant & Solutions ENI earnings after variable compensation as well as the leveraged nature of the sharing agreement.
71
Liquid Alpha Segment ENI Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: Liquid Alpha ENI operating expense was $39.4 million for the year ended December 31, 2020 and was comprised of the ENI expense from Barrow and Copper Rock. There was no Liquid Alpha ENI expense for the year ended December 31, 2021 as the Liquid Alpha segment no longer constituted as a reportable segment.
Other ENI Expense
Year ended December 31, 2022 compared to year ended December 31, 2021: Other ENI operating expense decreased $(15.4) million, or (48.1)%, from $32.0 million for the year ended December 31, 2021 to $16.6 million for the year ended December 31, 2022. The decrease was driven by (60.8)% lower ENI fixed compensation and benefits and (30.0)% lower ENI general and administrative expense, both driven by the disposition of Affiliates during 2021. Other ENI variable compensation expense decreased (85.1)%, primarily due to the disposition of Campbell Global in 2021.
Year ended December 31, 2021 compared to year ended December 31, 2020: Other ENI operating expense decreased $(13.1) million, or (29.0)%, from $45.1 million for the year ended December 31, 2020 to $32.0 million for the year ended December 31, 2021. The decrease was driven by (27.9)% lower ENI fixed compensation and benefits expense resulting from dispositions, and (30.5)% lower ENI general and administrative expense resulting from cost-saving initiatives. Other ENI variable compensation expense increased 372.1% due to an increase in variable compensation at Campbell Global as a result of higher earnings, and an increase in Center variable compensation.
Capital Resources and Liquidity
Cash Flows
The following table summarizes certain key financial data relating to cash flows. All amounts presented exclude consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Cash provided by (used in)(1)(2) | ||||||||||
| Operating activities | $ | 119.0 | $ | (4.4) | $ | 170.6 | ||||
| Investing activities | (13.0) | 1,036.0 | 361.6 | |||||||
| Financing activities | (233.7) | (1,152.4) | (232.2) |
(1)Excludes consolidated Funds.
(2)Cash flow data shown only includes cash flows from continuing operations.
Our most significant uses of cash include share repurchases, repayment of third-party borrowings, third-party interest payments, tax payments, seed capital investments, dividends and compensation and general and administrative expenses.
Comparison for the Years Ended December 31, 2022, 2021 and 2020
Net cash provided by operating activities of continuing operations excluding consolidated Funds increased $123.4 million, from net cash used of $(4.4) million during the year ended December 31, 2021 to net cash provided of $119.0 million during the year ended December 31, 2022. The increase was primarily driven by taxes paid on the gain on sales of Affiliates and discontinued operations of $163.0 million in 2021, as well as changes in operating assets and liabilities offset by changes in net income period over period.
72
Net cash provided by operating activities of continuing operations excluding consolidated Funds decreased $(175.0) million, from net cash provided of $170.6 million during the year ended December 31, 2020 to net cash used of $(4.4) million during the year ended December 31, 2021. The decrease was primarily driven by taxes paid on the gain on sales of Affiliates and discontinued operations of $163.0 million in 2021, as well as changes in operating assets and liabilities offset by changes in net income period over period.
Net cash provided by (used in) investing activities of continuing operations was $(13.0) million, $1,036.0 million and $361.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Fluctuations are principally due to the timing of sale proceeds received from the sales of Landmark, TSW, Campbell Global and ICM totaling $1,010.9 million in 2021 and the sale of Barrow totaling $295.2 million in 2020. Fluctuations are also impacted by the timing of investments or redemptions of seed capital. Net cash (used in) received from the (purchase) and sale of investments was $3.1 million, $40.2 million and $92.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Net cash used in financing activities, excluding consolidated Funds, consists of share repurchases, third-party borrowings, payments made to OM plc, withholding tax payments on stock option exercises and dividend payments. Net cash used in financing activities was $(233.7) million, $(1,152.4) million and $(232.2) million for the years ended December 31, 2022, 2021 and 2020, respectively. Share repurchases and third party borrowing activity were the drivers of the changes in financing activities year over year. We paid $(103.2) million for share repurchases in 2022 compared to $(1,121.7) million in 2021 and $(46.0) million in 2020. In 2022, we paid down net $(125.0) million against third party borrowings compared to $0.0 million in 2021 and $(175.0) million in 2020.
Working Capital and Long-Term Debt
The following table summarizes certain key financial data relating to our capital resources and liquid net assets. All amounts presented exclude the non-controlling interest portion of consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | |||||||
| Balance Sheet Data(1) | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 108.4 | $ | 252.1 | 371.3 | |||||
| Investment advisory fees receivable | 122.5 | 167.1 | 100.6 | |||||||
| Investments | 18.8 | 4.6 | 24.7 | |||||||
| Other current assets(2) | 2.0 | 4.9 | 9.3 | |||||||
| Total current assets | $ | 251.7 | $ | 428.7 | $ | 505.9 | ||||
| Current liabilities | ||||||||||
| Accounts payable and accrued expenses | $ | 31.0 | $ | 35.2 | 31.3 | |||||
| Accrued short-term incentive compensation | 92.5 | 117.4 | 78.3 | |||||||
| Notes payable and other debt(3) | — | 121.8 | — | |||||||
| Other short-term liabilities(4) | 10.4 | 4.7 | 10.4 | |||||||
| Total current liabilities | $ | 133.9 | $ | 279.1 | $ | 120.0 | ||||
| Working Capital | $ | 117.8 | $ | 149.6 | $ | 385.9 | ||||
| Long-term notes payable and other debt | $ | 273.5 | 273.1 | $ | 394.3 |
(1)Excludes the non-controlling interest portion of consolidated Funds.
(2)Includes income taxes receivable.
73
(3)Includes the short-term portion of our third-party borrowings. On December 17, 2021, we issued a notice for the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 (the “2031 Notes”). On January 18, 2022 we completed the full redemption of the 2031 Notes.
(4)Includes the short-term portion of our lease liability and accrued income taxes payable. Excluded from other short-term liabilities for each of the years presented is an income tax reserve relating to net operating losses that does not represent a current obligation of the Company. Puts related to Affiliate equity and profits interests are also excluded on a short-term basis because they are funded through recycling.
Working capital is defined as current assets less current liabilities, excluding the non-controlling interest portion of consolidated Funds. Our net working capital has been positive over the past several years and was $117.8 million at December 31, 2022. Our most significant current liabilities have been accounts payable, accrued compensation expense and the short-term portion of our third-party debt. Accrued compensation expense has primarily consisted of variable compensation accruals made throughout the year based on contractual arrangements. Our cash management practices generally require that working capital be maintained at a sufficient level to meet short-term operational needs at both Acadian and BSUS. Periodic distributions of Acadian earnings to BSUS and Acadian key employee equity holders are made according to our distribution policies, with BSUS having the ability to access any surplus cash at Acadian as necessary during interim periods.
Borrowings and Long-Term Debt
The following table summarizes our financing arrangements as of the dates indicated:
| ($ in millions) | December 31, 2022 | December 31, 2021 | Interest rate | Maturity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revolving credit facility: | ||||||||||||
| Revolving credit facility | $ | — | $ | — | Variable rate | March 7, 2025 | ||||||
| Total revolving credit facility | $ | — | $ | — | ||||||||
| Third party borrowings: | ||||||||||||
| 4.80% Senior Notes Due 2026 | $ | 273.5 | $ | 273.1 | 4.80% | July 27, 2026 | ||||||
| 5.125% Senior Notes Due 2031(1) | — | 121.8 | 5.125% | August 1, 2031 | ||||||||
| Total third party borrowings | $ | 273.5 | $ | 394.9 |
(1)On January 18, 2022, we completed the full redemption of the $125.0 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031. As a result of this transaction, we recorded $(3.2) million of loss on extinguishment of debt within the Consolidated Statements of Operations for the year ended December 31, 2022.
Third party borrowings
Revolving Credit Facility
On March 7, 2022, we, Royal Bank of Canada, BMO Harris Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Bank of America N.A., the Bank of New York Mellon and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into a new revolving credit facility agreement (the “Acadian Credit Agreement”), which replaced our revolving credit facility dated as of August 20, 2019 (as amended by an amendment dated September 3, 2020 and an assignment and assumption and amendment agreement dated February 23, 2021, the “Original Credit Agreement”). The maturity date of the Original Credit Agreement was August 22, 2022, and the maturity date of the Acadian Credit Agreement is March 7, 2025.
74
Borrowings under the Acadian Credit Agreement bear interest, at Acadian’s option, at the per annum rate equal to either (a) the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% and (iii) the secured overnight financing rate for a one month period plus a credit spread adjustment of 0.10% (“Adjusted Term SOFR”) plus 1%, plus, in each case an additional amount ranging from 0.5% to 1.0%, with such additional amount based on Acadian’s Leverage Ratio (as defined below) or (b) Adjusted Term SOFR plus an additional amount ranging from 1.5% to 2.0%, with such additional amount based on Acadian’s Leverage Ratio. In addition, Acadian is charged a commitment fee based on the average daily unused portion of the revolving credit facility under the Acadian Credit Agreement at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian’s Leverage Ratio.
Under the Acadian Credit Agreement, the ratio of Acadian’s third-party borrowings to Acadian’s trailing twelve months Adjusted EBITDA, as defined by the Acadian Credit Agreement (the “Leverage Ratio”), cannot exceed 2.5x and the ratio of Acadian’s trailing twelve months Adjusted EBITDA to Acadian’s interest expense (the “Interest Coverage Ratio”) must be not less than 4.0x. At December 31, 2022, Acadian’s Leverage Ratio was 0x and Acadian’s Interest Coverage Ratio was 107x.
Senior Notes
In July 2016, we issued $275.0 million of 4.80% Senior Notes due 2026 (the “2026 Notes”). The $275.0 million 2026 Notes were sold at a discount of $(0.5) million and we incurred debt issuance costs of $(3.0) million, which are being amortized to interest expense over the ten-year term. The 2026 Notes can be redeemed at any time prior to the scheduled maturity in part or in aggregate, at the greater of 100% of the principal amount at that time or the sum of the remaining scheduled payments discounted at the treasury rate (as defined) plus 0.5%, together with any related accrued and unpaid interest.
As of December 31, 2022, we were in compliance with the required covenants related to borrowings and debt facilities.
Other Compensation Liabilities
Other compensation liabilities principally consist of cash-settled Affiliate equity and profit interests liabilities held by certain Affiliate key employees, and voluntary deferred compensation plans. The following table summarizes our other compensation liabilities:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | ||||
| Share-based payments liability | $ | 19.4 | $ | 28.1 | ||
| Affiliate profit interests liability | — | 30.6 | ||||
| Employee equity | 19.4 | 58.7 | ||||
| Voluntary deferral plan liability | 39.9 | 45.0 | ||||
| Total | $ | 59.3 | $ | 103.7 |
Share-based payments liability represents the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is considered an equity award under U.S. GAAP based on the terms and conditions attached to these interests. Affiliate profit interests liability represent the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is not considered an equity award under U.S. GAAP, but rather a form of compensation arrangement, based on the terms and conditions attached to these interests. Our obligation in any given period in respect of funding these potential repurchases of Affiliate equity is limited to only that portion that may be put to us by Affiliate key employees, which is typically capped annually under the terms of these arrangements such that we are not required to repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Affiliate key employees.
75
Certain of our and our Affiliate’s key employees are eligible to participate in our voluntary deferral plan, or VDP, which provides our senior personnel the opportunity to voluntarily defer a portion of their compensation. There is a voluntary deferral plan investment balance included in investments on the Consolidated Balance Sheets that corresponds to this deferral liability.
Additionally, we have recorded accrued incentive compensation of $92.5 million and $117.4 million on the Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively. Included within the accrued incentive compensation balance is the vested portion of Acadian’s deferred compensation pool. Acadian’s deferred compensation pool is based on a contractual percentage of Acadian performance fee revenues and post-bonus profits, and is subject to a three-year vesting period. Compensation expense is recognized over the requisite service period. Unamortized compensation expense related to the unvested portion of the deferred compensation pool of $23.4 million and $10.6 million is expected to be recognized in the years ending December 31, 2023 and 2024, respectively.
For additional discussion of our compensation programs, please refer to the compensation discussions contained within our definitive proxy statement for our 2023 annual meeting of shareholders incorporated herein by reference.
Supplemental Liquidity Measure—Adjusted EBITDA
As supplemental information, we provide information regarding Adjusted EBITDA, which we define as economic net income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP liquidity measure that we provide in addition to, but not as a substitute for, cash flows from operating activities. It should be noted that our calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. We believe Adjusted EBITDA is a useful liquidity metric because it indicates our ability to make further investments in our business, service debt and meet working capital requirements.
76
The following table reconciles our U.S. GAAP net income attributable to controlling interests to EBITDA to Adjusted EBITDA to economic net income for the years ended December 31, 2022, 2021 and 2020:
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2022 | 2021 | 2020 | ||||||
| Net income attributable to controlling interests | $ | 100.6 | $ | 828.4 | 286.7 | ||||
| Net interest expense to third parties | 19.7 | 24.6 | 27.9 | ||||||
| Income tax expense (including tax expenses related to discontinued operations) | 44.2 | 306.7 | 112.1 | ||||||
| Depreciation and amortization (including intangible assets and discontinued operations) and goodwill impairment | 18.6 | 25.4 | 44.1 | ||||||
| EBITDA | $ | 183.1 | $ | 1,185.1 | 470.8 | ||||
| Non-cash compensation costs, including revaluation of Affiliate key employee-owned equity and profit interests | (37.7) | 34.8 | (12.4) | ||||||
| EBITDA of discontinued operations attributable to controlling interests | — | (960.2) | (62.0) | ||||||
| (Gain) loss on seed and co-investments | 0.2 | (5.7) | (1.6) | ||||||
| Restructuring(1) | 1.3 | (43.5) | (230.2) | ||||||
| Custody fees on seed portfolio | — | — | 0.1 | ||||||
| Capital transaction costs | 3.2 | 1.2 | 0.2 | ||||||
| Adjusted EBITDA | 150.1 | 211.7 | 164.9 | ||||||
| ENI net interest expense to third parties | (17.3) | (22.3) | (21.6) | ||||||
| Depreciation and amortization(2) | (20.8) | (24.0) | (22.5) | ||||||
| Tax on economic net income | (30.4) | (47.1) | (32.5) | ||||||
| Economic net income | $ | 81.6 | $ | 118.3 | 88.3 |
(1)Included in restructuring for the year ended December 31, 2022 are $0.1 million of restructuring costs and $1.2 million costs associated with the transfer of an insurance policy from our former Parent. Included in restructuring for the year ended December 31, 2021 are $3.8 million of restructuring costs at the Center and Affiliates, $1.2 million costs associated with the transfer of an insurance policy from our former Parent and the gain on sale of Affiliates of $48.6 million. Included in restructuring for the year ended December 31, 2020 are $9.4 million of restructuring costs at the Center and Affiliates and $1.6 million of costs associated with the transfer of an insurance policy from our former Parent and the gain on sale of Affiliates of $241.3 million.
(2)Includes non-cash equity-based award amortization expense.
For a full discussion regarding the items excluded from Adjusted EBITDA above and the calculation of economic net income, refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
Limitations of Adjusted EBITDA
As a non-GAAP, unaudited liquidity measure and derivation of EBITDA, Adjusted EBITDA has certain material limitations. It does not include cash costs associated with capital transactions and excludes certain U.S. GAAP expenses that fall outside the definition of EBITDA. Each of these categories of expense represents costs to us of doing business, and therefore any measure that excludes any or all of these categories of expense has material limitations.
77
Future Capital Needs
We believe that our available cash and cash equivalents to be generated from operations, supplemented by short-term and long-term financing, as necessary, will be sufficient to fund current operations and capital requirements for at least the next twelve months, as well as our day-to-day operations and future investment requirements. Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability, our relative levels of debt and equity and the overall condition of the credit markets.
Commitments, Contingencies and Off-Balance Sheet Obligations
Indemnifications
In the normal course of business, such as through agreements to enter into business combinations with and divestitures of Affiliates, we occasionally enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred.
Off-Balance Sheet Obligations
Off-balance sheet arrangements, as defined by the SEC, include certain contractual arrangements pursuant to which a company has an obligation, such as certain contingent obligations, certain guarantee contracts, retained or contingent interests in assets transferred to an unconsolidated entity, certain derivative instruments classified as equity or material variable interests in unconsolidated entities that provide financing, liquidity, market risk or credit risk support. Disclosure is required for any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity or capital resources. We generally do not enter into off-balance sheet arrangements, other than those described in “Contractual Obligations” as well as Note 6 and Note 15 to our Consolidated Financial Statements included in Item 8 herein, “Variable Interest Entities” and “Commitments and Contingencies”, respectively.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2022:
| Payments due by period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 years | |||||||||||||
| Contractual Obligations | ||||||||||||||||||
| Third party borrowings | $ | 275.0 | $ | — | $ | — | $ | 275.0 | $ | — | ||||||||
| Lease obligations | 90.3 | 9.2 | 16.5 | 15.8 | 48.8 | |||||||||||||
| Other liabilities(1) | 1.1 | 1.1 | — | — | — | |||||||||||||
| Maximum Affiliate equity and profits interests repurchase obligations(2) | 19.4 | 3.5 | 5.4 | 3.9 | 6.6 | |||||||||||||
| Total contractual obligations | $ | 385.8 | $ | 13.8 | $ | 21.9 | $ | 294.7 | $ | 55.4 |
(1)Represents amounts due to OM plc under the co-investment deed and related taxes.
78
(2)Represents amortized amounts held by Acadian key employees. Our actual funding of these potential repurchases of Acadian equity and profits interests is limited to only that portion that may be put to us by Acadian key employees or that we decide to call to facilitate succession planning at Acadian, which is typically capped annually such that we do not repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian key employees. Any equity or profits interests repurchased by us are used to fund a portion of variable compensation awards resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity.
Critical Accounting Policies and Estimates
Our significant accounting policies are disclosed in Item 8, Financial Statements and Supplementary Data - Note 2, “Significant Accounting Policies.” The accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. These accounting policies and estimates are discussed below; however, the additional accounting policy detail in the footnote previously referenced is important to the discussion of each of the topics. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future.
Share-based compensation plans
We recognize the cost of all share-based payments to directors, senior management and employees, including grants of restricted stock and stock options, as compensation expense in the Consolidated Statements of Operations over the respective vesting periods.
Awards made under our equity plans are accounted for as equity-settled, and the grant date fair value is recognized as compensation expense over the requisite service period, with a corresponding contribution to additional paid-in capital. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on our closing share price as quoted on the New York Stock Exchange on the measurement date. For performance-based awards and stock options, a Monte-Carlo simulation model is used to determine the fair value. Key inputs for the model include: assumed reinvestment of dividends, risk-free interest rate and expected volatility. All excess tax benefits and deficiencies on share-based payment awards are recognized as income tax expense or benefit in the Consolidated Statements of Operations. In addition, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur and excess tax benefits or deficiencies are classified with other income tax cash flows as an operating activity in the Consolidated Statements of Cash Flows. We recognize forfeitures as they occur.
We have compensation arrangements with certain of our Affiliates whereby in exchange for continued service, Affiliate equity is either purchased by or granted to Affiliate key employees and may be repurchased either by Affiliate key employees or by us at a future date, subject to service requirements having been met. Awards of equity made to Affiliate key employees are accounted for as cash-settled, with the fair value recognized as compensation expense over the requisite service period, with a corresponding liability carried within other compensation liabilities on the Consolidated Balance Sheets until the award is settled by us. The fair values of the liabilities are determined with the assistance of third party valuation specialists using discounted cash flow analyses which incorporate assumptions for the forecasted earnings information, growth rates, market risk adjustments, discount rates, when award holders maximize value and post-vesting restrictions. While we believe all assumptions used in determining the fair value of the liabilities are reasonable and appropriate, certain assumptions are subjective and changes in these assumptions could result in different fair value amounts.
79
Taxation
We file tax returns directly with the U.S., U.K., state tax authorities and in other foreign jurisdictions. These tax returns represent our filing positions within each jurisdiction and settle our tax liabilities. Each jurisdiction has the right to audit those tax returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determinations of our annual provisions are subject to judgments and estimates, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements. As a result, it is likely that additions to, or reductions of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.
Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred tax asset, we consider the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryback and carry forward periods, among other factors.
We utilize a specific recognition threshold and measurement attribute for the Consolidated Financial Statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The prescribed two-step process for evaluating a tax position involves first determining whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. If it is, the second step then requires a company to measure this tax position benefit as the largest cumulative amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Unrecognized tax benefits and related interest and penalties, are adjusted periodically to reflect changing facts and circumstances.
Recent Accounting Developments
See discussion of Recent Accounting Developments in Note 2 of the accompanying Consolidated Financial Statements.
FY 2021 10-K MD&A
SEC filing source: 0001748824-22-000018.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “BrightSphere” or “BSIG” refer to BrightSphere Investment Group Inc., references to the “Company” refer to BSIG, and references to “we,” “our” and “us” refer to BSIG and its consolidated subsidiaries and previously disposed equity-accounted Affiliate, excluding discontinued operations. References to the holding company or “Center” excluding the Affiliates refer to BrightSphere Inc., or BSUS, a Delaware corporation and indirect, wholly owned subsidiary of BSIG. Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “Affiliates” or an “Affiliate” refer to the asset management firms in which we have or previously had an ownership interest. References in this Annual Report on Form 10-K to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Annual Report on Form 10-K constitutes either an offer or a solicitation to buy or sell Acadian’s products or services, nor is any such information a recommendation for Acadian’s products or services.
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes which appear in this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data.
This discussion contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly under Item 1A, Risk Factors.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
•Overview provides a brief description of our business. It includes information on our reporting segment and underlying Affiliate, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by Affiliate, strategy, client type and client location, and net flows by segment.
•U.S. GAAP Results of Operations for the years ended December 31, 2021, 2020 and 2019 includes an explanation of changes in our U.S. GAAP revenue, expense, and other items over the last three years as well as key U.S. GAAP operating metrics.
•Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income and ENI for the years ended December 31, 2021, 2020 and 2019, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key Non-GAAP operating metrics and a calculation of tax on economic net income. In addition, this section provides analysis for our business segment.
•Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Working Capital and Long-Term Debt; Adjusted EBITDA; Future Capital Needs; and Commitments, Contingencies and Off-Balance Sheet Obligations. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA.
33
•Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made.
Overview
We are a global asset management company headquartered in Boston, Massachusetts. We historically held interests in a group of investment management firms (the “Affiliates”) individually headquartered in the United States. We have completed the disposition of certain Affiliates and currently operate our business through the following segment:
•Quant & Solutions—comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, ESG, multi-asset, equity alternatives, and long/short strategies. This segment is comprised of our interest in our sole Affiliate, Acadian Asset Management LLC.
Through Acadian, we offer a diverse range of actively-managed investment strategies and products to institutional investors around the globe.
The corporate head office is included within the Other category. The corporate head office expenses are not allocated to the Company’s business segment but the Chief Operating Decision Maker (“CODM”) does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
As of December 31, 2020, we had three reportable segments that were comprised of five Affiliates. We entered into agreements to divest our equity interests in four Affiliates during the year ended December 31, 2021. Prior to March 31, 2021, we had an Alternatives reportable segment which was comprised of Landmark Partners, LLC (“Landmark”) and Campbell Global, LLC (“Campbell Global”) operating segments. On March 30, 2021, we entered into an agreement to sell all of our interests in Landmark and completed the sale on June 2, 2021. As a result of this transaction, Landmark was reclassified to discontinued operations, and the Alternatives segment no longer constitutes a reportable segment. The Campbell Global operating segment was reclassified to the Other category within our segment reporting. On August 31, 2021, we completed the sale of all of our interests in Campbell Global. Operational information for Campbell Global is included within the Other category until August 31, 2021, the consummation of the sale. See “Recent Developments” herein.
Prior to June 30, 2021, we had a Liquid Alpha reportable segment which was comprised of Thompson, Siegel & Walmsley LLC (“TSW”) and Investment Counselors of Maryland (“ICM”). On May 9, 2021, we entered into an agreement to sell all of our interests in TSW and completed the sale on July 22, 2021. As a result of this transaction, TSW has been reclassified to discontinued operations and the Liquid Alpha segment no longer constitutes a reportable segment of the Company. The ICM operating segment was included in the Other category within our segment reporting for the year ended December 31, 2021. On July 19, 2021 we completed the sale of all of our interests in ICM. Operational information for ICM is included within the Other category until July 19, 2021, the consummation of the sale. See “Recent Developments” herein.
Under U.S. GAAP, Acadian is consolidated into our financial statements. We may also be required to consolidate Acadian’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third party clients in those Funds.
34
Recent Developments
Divestiture of Campbell Global, TSW, ICM and Landmark
On August 31, 2021, we completed the sale of all of our interests in Campbell Global to J.P. Morgan Asset Management.
On July 22, 2021, we completed the sale of all of our interests in TSW to Pendal Group Limited.
On July 19, 2021, we completed the sale of all our interests in ICM, an equity-accounted Affiliate, to William Blair Investment Management.
On June 2, 2021, we completed the sale of all of our equity interests in Landmark to Ares Management Corporation.
COVID-19 Impact
Beginning in the first quarter of 2020, the outbreak of COVID-19 had a significant impact on the global economy and the financial and securities markets, which will likely to continue for months to come. Because most of the revenue we earn is based on the market value of our assets under management, fluctuations in global markets impact our revenues and earnings.
The COVID-19 pandemic continues to impact the manner in which we operate. As of the date of this filing, the majority of our employees are working from home and our employees have significantly reduced business travel. Additionally, many third-party vendors on whom we rely for certain critical functions are also operating in remote environments. Given the continued uncertainty surrounding the COVID-19 pandemic, it is difficult to predict how long such remote working conditions and travel restrictions will last. We expect most operating costs to return to pre-COVID-19 levels when employees return to the office and resume business travel.
We believe we are operating well under these circumstances, benefiting from the flexible and highly mobile operating environment. However, market volatility, as well as changes in our operations and those of our key vendors, may result in increased client redemptions; inefficiencies, delays and decreased communication; and an increase in the number and significance of operational and trade errors. In addition, we do not know what, if any, longer-term impact the current operating circumstances (and/or the extension of them) will have on our business and results. The extent of the impact on our business operations, assets under management and financial results will depend on a number of factors and future developments, which are uncertain and cannot be predicted. See Item 1A, Risk Factors.
35
The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under
management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. Approximately 80% of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM or other measuring methods. Changes in the levels of our AUM are driven by our investment performance and net client cash flows. We may also earn performance fees, or adjust management fees, when certain accounts differ in relation to relevant benchmarks or exceed or fail to exceed required returns. Approximately $15.0 billion, or 13.0% of our AUM are in accounts with incentive fee in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis.
Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation, calculated as described below, may be awarded in cash, equity or profit interests.
The arrangements in place with Acadian result in the sharing of economics between BSUS and Acadian’s key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of Acadian’s equity or profit interests distribution to its employees.
Variable compensation is the portion of earnings that is contractually allocated to Acadian employees as a bonus pool, typically representing a percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian key employees and those of BSUS are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth.
Equity or profit interests owned by Acadian key employees are awarded as part of their variable compensation arrangement. Over time, Acadian key employee-owned equity or profit interests are recycled from one generation of employee owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by Acadian key employees forgoing cash bonuses in exchange for the equivalent value in Acadian equity or profit interests. The recycling of equity or profit interests is often facilitated by BSUS; see “—U.S. GAAP Results of Operations—U.S. GAAP Expenses—Compensation and Benefits Expense” for a further discussion. Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth.
In this structure, key employees who are managing the business have incentives to manage for profit, but also to manage the business prudently, in the interest of their clients, and invest for growth, since they will benefit over the long term as both employees and equity holders. In this way, Acadian is aligned with BSUS and the public shareholders to generate profits and growth over time.
How We Measure Performance
We manage our business based on one segment, reflecting how our management assesses the performance of our business.
36
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.
ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Affiliate equity and profit interests held by Affiliate key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs, and that portion of consolidated Funds which are not attributable to our stockholders. ENI is also adjusted for amortization of acquisition-related contingent consideration and pre-acquisition retained equity with service components.
ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services and earnings from our former equity-accounted Affiliate. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders, it excludes reimbursement of certain costs we paid on behalf of our customers and it includes our share of earnings from our former equity-accounted Affiliate.
ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Affiliate key employee owned equity and profit interests, amortization and impairment of acquired intangibles and other acquisition-related items, costs we paid on behalf of our customers which were subsequently reimbursed and certain other non-cash expenses.
“Non-controlling interests” is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Funds that is attributable to the outside investors or clients of the consolidated Funds is included in “Non-controlling interests” in our Consolidated Financial Statements. Conversely, “controlling interests” is the portion of revenue or expense that is attributable to our stockholders.
For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see "—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis."
37
Summary Results of Operations
The following table summarizes our results of operations for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, unless otherwise noted) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||||
| U.S. GAAP Basis | ||||||||||||||||||
| Revenue | $ | 523.8 | $ | 499.5 | $ | 594.6 | $ | 24.3 | $ | (95.1) | ||||||||
| Pre-tax income from continuing operations attributable to controlling interests | 178.1 | 344.4 | 207.4 | (166.3) | 137.0 | |||||||||||||
| Net income from continuing operations attributable to controlling interests | 128.1 | 247.3 | 196.9 | (119.2) | 50.4 | |||||||||||||
| Net income attributable to controlling interests | 828.4 | 286.7 | 223.9 | 541.7 | 62.8 | |||||||||||||
| U.S. GAAP operating margin(1) | 28 | % | 26 | % | 37 | % | 147 bps | (1100) bps | ||||||||||
| Earnings per share, basic ($) | $ | 10.73 | $ | 3.53 | $ | 2.45 | $ | 7.20 | $ | 1.08 | ||||||||
| Earnings per share, diluted ($) | 10.29 | 3.49 | 2.45 | $ | 6.80 | $ | 1.04 | |||||||||||
| Basic shares outstanding (in millions) | 77.2 | 81.3 | 91.2 | (4.1) | (9.9) | |||||||||||||
| Diluted shares outstanding (in millions) | 80.5 | 82.0 | 91.3 | (1.5) | (9.3) | |||||||||||||
| Economic Net Income Basis(2)(3) | ||||||||||||||||||
| (Non-GAAP measure used by management) | ||||||||||||||||||
| ENI revenue(4) | $ | 523.5 | $ | 492.3 | $ | 586.4 | $ | 31.2 | $ | (94.1) | ||||||||
| Pre-tax economic net income(5) | 165.4 | 120.8 | 141.9 | 44.6 | (21.1) | |||||||||||||
| ENI operating margin(6) | 38 | % | 31 | % | 31 | % | 776 bps | (56) bps | ||||||||||
| Adjusted EBITDA | $ | 211.7 | $ | 164.9 | $ | 179.1 | $ | 46.8 | $ | (14.2) | ||||||||
| Economic net income(7) | 118.3 | 88.3 | 104.2 | 30.0 | (15.9) | |||||||||||||
| ENI diluted EPS ($) | $ | 1.47 | $ | 1.08 | $ | 1.14 | $ | 0.39 | $ | (0.06) | ||||||||
| Other Operational Information | ||||||||||||||||||
| Assets under management (AUM) excluding discontinued operations at year end (in billions) | $ | 117.2 | $ | 116.0 | $ | 165.0 | $ | 1.2 | $ | (49.0) | ||||||||
| Net client cash flows (in billions) | (5.9) | (4.9) | (32.4) | (1.0) | 27.5 | |||||||||||||
| Annualized revenue impact of net flows(8) | (10.3) | (31.0) | (68.7) | 20.7 | 37.7 |
(1)U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
(2)Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “—Non-GAAP Supplemental Performance Measures—Economic Net Income and Segment Analysis.”
(3)Excludes income from discontinued operations attributable to controlling interests, as well as restructuring costs at the Center and Affiliates of $3.8 million, costs associated with the transfer of an insurance policy from our former Parent of $1.2 million, and the gain on sale of subsidiaries of $48.6 million for the year ended December 31, 2021. Excludes income from discontinued operations attributable to controlling interests, as well as restructuring at the Center and subsidiaries of $9.4 million, costs associated with the transfer of an insurance policy from our former Parent of $1.6 million, and the gain on sale of subsidiaries of $241.3 million for the year ended December 31, 2020. Excludes income from discontinued operations attributable to controlling interests, as well as restructuring costs at the Center and Affiliates of $6.7 million, costs associated with the transfer of an insurance policy from our former Parent of $0.9 million, and costs associated with the redomicile to the U.S. of $1.6 million for the year ended December 31, 2019.
(4)ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue.
(5)Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP pre-tax income from continuing operations attributable to controlling interests.
38
(6)ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin is most comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds).
(7)Economic net income is the ENI measure which corresponds to U.S. GAAP net income from continuing operations attributable to controlling interests.
(8)Annualized revenue impact of net flows represents the difference between annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts, less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts, plus revenue impact from reinvested income and distributions, including equity-accounted Affiliate. The annualized management fees are calculated by multiplying the annual gross fee rate for the relevant account by the net assets gained in the account in the event of a positive flow, excluding any current or future market appreciation or depreciation, or the net assets lost in the account in the event of an outflow, excluding any current or future market appreciation or depreciation. In addition, reinvested income and distributions for the segment is multiplied by average fee rate for the segment to compute the revenue impact. For a further discussion of the uses and limitations of the annualized revenue impact of net flows, see “Assets Under Management” herein.
Assets Under Management
Our total assets under management as of December 31, 2021 were $117.2 billion. The following table presents our assets under management by Affiliate as of each of the dates indicated:
| ($ in billions) | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Acadian Asset Management | $ | 117.2 | $ | 108.1 | $ | 102.2 | ||||
| Barrow, Hanley, Mewhinney & Strauss(1) | — | — | 51.7 | |||||||
| Campbell Global(2) | — | 4.7 | 4.8 | |||||||
| Copper Rock Capital Partners(3) | — | — | 3.9 | |||||||
| Investment Counselors of Maryland(4) | — | 3.2 | 2.4 | |||||||
| Total assets under management excluding discontinued operations | 117.2 | 116.0 | 165.0 | |||||||
| Landmark Partners(5) | — | 18.4 | 18.3 | |||||||
| Thompson, Siegel & Walmsley(6) | — | 22.3 | 21.1 | |||||||
| Total assets under management | $ | 117.2 | $ | 156.7 | $ | 204.4 |
(1)On November 17, 2020, we completed the sale of all our interests in Barrow, Hanley, Mewhinney & Strauss LLC (“Barrow”).
(2)On August 31, 2021, we completed the sale of all our interests in Campbell Global, see “Recent Developments” herein.
39
(3)On July 24, 2020, we completed the sale of all our interests in Copper Rock Capital Partners LLC (“Copper Rock”).
(4)On July 19, 2021, we completed the sale of all our interests in ICM, see “Recent Developments” herein.
(5)On June 2, 2021, we completed the sale of all our interests in Landmark, see “Recent Developments” herein.
(6)On July 22, 2021, we completed the sale of all our equity interests in TSW, see “Recent Developments” herein.
Our strategies include:
i.Developed Markets equity, which includes Quant & Solutions, global, international and U.S. equities;
ii.Emerging Markets equity, which includes Quant & Solutions equity investments in the emerging and frontier markets; and
iii.Other, which is mainly comprised of forestry and equities managed by our previous Affiliates.
The following table presents our assets under management by strategy as of each of the dates indicated:
| ($ in billions) | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Developed Markets | $ | 89.3 | $ | 81.1 | $ | 74.4 | ||||
| Emerging Markets | 27.9 | 27.0 | 27.8 | |||||||
| Other | — | 7.9 | 62.8 | |||||||
| Total assets under management | $ | 117.2 | $ | 116.0 | $ | 165.0 |
The following table shows assets under management by client type as of each of the dates indicated:
| ($ in billions) | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| Public / Government | $ | 52.6 | 44.9 | % | $ | 54.3 | 46.8 | % | $ | 62.7 | 38.0 | % | ||||||||
| Commingled Trust/UCITS | 26.1 | 22.3 | % | 24.1 | 20.8 | % | 25.1 | 15.2 | % | |||||||||||
| Corporate / Union | 15.8 | 13.5 | % | 16.9 | 14.6 | % | 35.6 | 21.6 | % | |||||||||||
| Sub-advisory | 14.1 | 12.0 | % | 11.5 | 9.9 | % | 28.5 | 17.3 | % | |||||||||||
| Endowment / Foundation | 3.3 | 2.8 | % | 2.5 | 2.2 | % | 4.8 | 2.9 | % | |||||||||||
| Mutual Fund | 1.0 | 0.9 | % | 2.8 | 2.4 | % | 2.2 | 1.3 | % | |||||||||||
| Other | 4.3 | 3.6 | % | 3.9 | 3.3 | % | 6.1 | 3.7 | % | |||||||||||
| Total assets under management | $ | 117.2 | $ | 116.0 | $ | 165.0 |
The following table shows assets under management by client location as of each of the dates indicated:
| ($ in billions) | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AUM | % of total | AUM | % of total | AUM | % of total | |||||||||||||||
| U.S. | $ | 77.1 | 65.8 | % | $ | 77.4 | 66.7 | % | $ | 113.4 | 68.7 | % | ||||||||
| Europe | 20.1 | 17.2 | % | 18.3 | 15.8 | % | 21.3 | 12.9 | % | |||||||||||
| Asia | 5.5 | 4.7 | % | 4.5 | 3.9 | % | 9.2 | 5.6 | % | |||||||||||
| Australia | 5.9 | 5.0 | % | 8.1 | 7.0 | % | 9.4 | 5.7 | % | |||||||||||
| Other | 8.6 | 7.3 | % | 7.7 | 6.6 | % | 11.7 | 7.1 | % | |||||||||||
| Total assets under management | $ | 117.2 | $ | 116.0 | $ | 165.0 |
40
AUM flows and the annualized revenue impact of net flows
Net client cash flows and revenue impact of net client cash flows for all periods include reinvested income and distributions, and exclude realizations. Reinvested income and distributions represent investment yield that is reinvested back into the portfolios as opposed to distributed as cash.
In the following table, we present our asset flows and market appreciation (depreciation) by segment. We also present a key metric used to better understand our asset flows, the annualized revenue impact of net client cash flows. Annualized revenue impact of net flows represents annualized management fees expected to be earned on new accounts and net assets contributed to existing accounts (inflows), less the annualized management fees lost on terminated accounts or net assets withdrawn from existing accounts (outflows), plus revenue impact from reinvested income and distributions. Annualized management fee for client flow is calculated by multiplying the annual gross fee rate for the relevant account with the inflow or the outflow, including equity-accounted Affiliate. In addition, reinvested income and distributions for each segment is multiplied by average fee rate for the respective segment to compute the revenue impact.
The annualized revenue impact of net flows metric is designed to provide investors with a better indication of the potential financial impact of net client cash flows, however it has certain limitations. For instance, it does not include assumptions for the next twelve months’ market appreciation or depreciation and investment performance associated with the assets gained or lost. Nor does it account for factors such as future client terminations or additional contributions or withdrawals over the next twelve months. Additionally, the basis points reported are fee rates based on the asset levels at the time of the transactions and do not consider the fact that client fee rates may change over the next twelve months.
The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated:
41
| ($ in billions, unless otherwise noted) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| Quant & Solutions | ||||||||||
| Beginning balance | $ | 107.0 | $ | 101.6 | $ | 84.9 | ||||
| Gross inflows | 10.6 | 12.9 | 12.8 | |||||||
| Gross outflows | (19.7) | (17.5) | (12.9) | |||||||
| Reinvested income and distributions | 2.7 | 2.8 | 2.9 | |||||||
| Net flows | (6.4) | (1.8) | 2.8 | |||||||
| Market appreciation | 15.5 | 7.2 | 13.9 | |||||||
| Other(1) | 1.1 | — | — | |||||||
| Ending balance | $ | 117.2 | $ | 107.0 | $ | 101.6 | ||||
| Average AUM(2) | $ | 113.9 | $ | 94.5 | $ | 95.0 | ||||
| Liquid Alpha(3) | ||||||||||
| Beginning balance | $ | 3.2 | $ | 58.0 | $ | 77.8 | ||||
| Sale of Affiliates | — | (50.3) | — | |||||||
| Gross inflows | — | 5.9 | 5.0 | |||||||
| Gross outflows | — | (10.8) | (41.5) | |||||||
| Reinvested income and distributions | — | 1.1 | 1.9 | |||||||
| Net flows | — | (3.8) | (34.6) | |||||||
| Market appreciation | — | (0.7) | 14.8 | |||||||
| Other(1)(3) | (3.2) | — | — | |||||||
| Ending balance | $ | — | $ | 3.2 | $ | 58.0 | ||||
| Average AUM | $ | — | $ | 42.2 | $ | 76.9 | ||||
| Average AUM of consolidated Affiliates | $ | — | $ | 40.0 | $ | 74.6 | ||||
| Other(3) | ||||||||||
| Beginning balance | $ | 5.8 | $ | 5.4 | $ | 5.9 | ||||
| Sale of Affiliates | (8.9) | — | — | |||||||
| Gross inflows | 0.7 | 1.0 | 0.2 | |||||||
| Gross outflows | (0.2) | (0.3) | (0.8) | |||||||
| Net flows | 0.5 | 0.7 | (0.6) | |||||||
| Market appreciation | 0.6 | (0.3) | 0.1 | |||||||
| Other(1)(3) | 2.0 | — | — | |||||||
| Ending balance | $ | — | $ | 5.8 | $ | 5.4 | ||||
| Average AUM | $ | 5.4 | $ | 5.7 | $ | 5.6 | ||||
| Average AUM of consolidated Affiliates | $ | 2.9 | $ | 5.7 | $ | 5.6 | ||||
| Total | ||||||||||
| Beginning balance | $ | 116.0 | $ | 165.0 | $ | 168.6 | ||||
| Sale of Affiliates | (8.9) | (50.3) | — | |||||||
| Gross inflows | 11.3 | 19.8 | 18.0 | |||||||
| Gross outflows | (19.9) | (28.6) | (55.2) | |||||||
| Reinvested income and distributions | 2.7 | 3.9 | 4.8 | |||||||
| Net flows | (5.9) | (4.9) | (32.4) | |||||||
| Market appreciation | 16.1 | 6.2 | 28.8 | |||||||
| Other | (0.1) | — | — | |||||||
| Ending balance continuing operations | 117.2 | 116.0 | 165.0 | |||||||
| Discontinued operations(3) | — | 40.7 | 39.4 | |||||||
| Ending balance including discontinued operations | $ | 117.2 | $ | 156.7 | $ | 204.4 | ||||
| Average AUM | $ | 119.3 | $ | 142.4 | $ | 177.5 | ||||
| Average AUM of consolidated Affiliates | $ | 116.8 | $ | 140.2 | $ | 175.2 | ||||
| Annualized basis points: inflows | 46.4 | 34.6 | 34.4 | |||||||
| Annualized basis points: outflows | 36.5 | 39.7 | 26.6 | |||||||
| Annualized revenue impact of net flows (in millions) | $ | (10.3) | $ | (31.0) | $ | (68.7) |
42
(1)AUM representing liquid alternative strategies previously excluded from the Quant & Solutions segment has been reclassified as of January 1, 2021.
(2)Average AUM equals average AUM of consolidated Affiliates.
(3)Our reportable segments reflect the sales of Landmark and TSW. As a result of the sale, Landmark, previously included in the Alternatives segment, is reported within discontinued operations and Alternatives no longer constitutes a reportable segment. The remaining portion of the Alternatives segment, including Campbell Global, has been reclassified to “Other” for all periods presented. TSW, previously included in the Liquid Alpha segment, is now reported within discontinued operations and Liquid Alpha no longer constitutes a reportable segment as of the beginning of the second quarter of 2021. The remaining portion of the Liquid Alpha segment, including ICM, has been reclassified to the Other category as of the beginning of the first quarter of 2021.
We also analyze our asset flows by client type and client location. Our client types include:
i.Sub-advisory, which includes assets managed for underlying mutual fund and variable insurance products which are sponsored by insurance companies and mutual fund platforms, where the end client is typically retail;
ii.Institutional, which includes assets managed for public / government pension funds, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national pension funds; also includes corporate and union-sponsored pension plans; and
iii.Retail / other, which includes assets managed for mutual funds sponsored by our Affiliates, defined contribution plans and accounts managed for high net worth clients.
43
The following table summarizes our asset flows by client type for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| Sub-advisory | ||||||||||
| Beginning balance | $ | 11.5 | $ | 28.5 | $ | 50.1 | ||||
| Sale of Affiliates | (0.4) | (16.8) | — | |||||||
| Gross inflows | 2.8 | 4.7 | 3.7 | |||||||
| Gross outflows | (1.7) | (5.7) | (34.9) | |||||||
| Reinvested income and distributions | 0.3 | 0.7 | 1.4 | |||||||
| Net flows | 1.4 | (0.3) | (29.8) | |||||||
| Market appreciation | 1.6 | 0.1 | 8.2 | |||||||
| Ending balance | $ | 14.1 | $ | 11.5 | $ | 28.5 | ||||
| Institutional | ||||||||||
| Beginning balance | $ | 97.8 | $ | 128.2 | $ | 112.1 | ||||
| Sale of Affiliates | (6.0) | (30.5) | — | |||||||
| Gross inflows | 7.1 | 12.8 | 12.5 | |||||||
| Gross outflows | (16.6) | (21.5) | (18.9) | |||||||
| Reinvested income and distributions | 2.3 | 3.0 | 3.2 | |||||||
| Net flows | (7.2) | (5.7) | (3.2) | |||||||
| Market appreciation | 13.3 | 5.8 | 19.3 | |||||||
| Other(1) | (0.1) | — | — | |||||||
| Ending balance | $ | 97.8 | $ | 97.8 | $ | 128.2 | ||||
| Retail / Other | ||||||||||
| Beginning balance | $ | 6.7 | $ | 8.3 | $ | 6.4 | ||||
| Sale of Affiliates | (2.5) | (3.0) | — | |||||||
| Gross inflows | 1.4 | 2.3 | 1.8 | |||||||
| Gross outflows | (1.6) | (1.4) | (1.4) | |||||||
| Reinvested income and distributions | 0.1 | 0.2 | 0.2 | |||||||
| Net flows | (0.1) | 1.1 | 0.6 | |||||||
| Market appreciation | 1.2 | 0.3 | 1.3 | |||||||
| Ending balance | $ | 5.3 | $ | 6.7 | $ | 8.3 | ||||
| Total | ||||||||||
| Beginning balance | $ | 116.0 | $ | 165.0 | $ | 168.6 | ||||
| Sale of Affiliates | (8.9) | (50.3) | — | |||||||
| Gross inflows | 11.3 | 19.8 | 18.0 | |||||||
| Gross outflows | (19.9) | (28.6) | (55.2) | |||||||
| Reinvested income and distributions | 2.7 | 3.9 | 4.8 | |||||||
| Net flows | (5.9) | (4.9) | (32.4) | |||||||
| Market appreciation | 16.1 | 6.2 | 28.8 | |||||||
| Other | (0.1) | — | — | |||||||
| Ending balance continuing operations | 117.2 | 116.0 | 165.0 | |||||||
| Discontinued operations(2) | — | 40.7 | 39.4 | |||||||
| Ending balance including discontinued operations | $ | 117.2 | $ | 156.7 | $ | 204.4 |
(1)Other movements related to billable assets adjustment.
(2)Reflects the sales of Landmark and TSW. As a result of the transactions, Landmark and TSW are reported within discontinued operations.
44
It is a strategic objective to increase our percentage of assets under management sourced from non-U.S. clients. Our categorization by client location includes:
i.U.S.-based clients, where the contracting client is based in the United States, and
ii.Non-U.S.-based clients, where the contracting client is based outside the United States.
The following table summarizes asset flows by client location for each of the periods indicated:
| ($ in billions) | Years ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| U.S. | ||||||||||
| Beginning balance | $ | 77.4 | $ | 113.4 | $ | 126.3 | ||||
| Sale of Affiliates | (7.9) | (39.9) | — | |||||||
| Gross inflows | 6.6 | 13.3 | 11.3 | |||||||
| Gross outflows | (11.8) | (17.8) | (46.4) | |||||||
| Reinvested income and distributions | 1.8 | 2.7 | 3.6 | |||||||
| Net flows | (3.4) | (1.8) | (31.5) | |||||||
| Market appreciation | 11.0 | 5.7 | 18.6 | |||||||
| Ending balance | $ | 77.1 | $ | 77.4 | $ | 113.4 | ||||
| Non-U.S. | ||||||||||
| Beginning balance | $ | 38.6 | $ | 51.6 | $ | 42.3 | ||||
| Sale of Affiliates | (1.0) | (10.4) | — | |||||||
| Gross inflows | 4.7 | 6.5 | 6.7 | |||||||
| Gross outflows | (8.1) | (10.8) | (8.8) | |||||||
| Reinvested income and distributions | 0.9 | 1.2 | 1.2 | |||||||
| Net flows | (2.5) | (3.1) | (0.9) | |||||||
| Market appreciation | 5.1 | 0.5 | 10.2 | |||||||
| Other(1) | (0.1) | — | — | |||||||
| Ending balance | $ | 40.1 | $ | 38.6 | $ | 51.6 | ||||
| Total | ||||||||||
| Beginning balance | $ | 116.0 | $ | 165.0 | $ | 168.6 | ||||
| Sale of Affiliates | (8.9) | (50.3) | — | |||||||
| Gross inflows | 11.3 | 19.8 | 18.0 | |||||||
| Gross outflows | (19.9) | (28.6) | (55.2) | |||||||
| Reinvested income and distributions | 2.7 | 3.9 | 4.8 | |||||||
| Net flows | (5.9) | (4.9) | (32.4) | |||||||
| Market appreciation | 16.1 | 6.2 | 28.8 | |||||||
| Other | (0.1) | — | — | |||||||
| Ending balance continuing operations | 117.2 | 116.0 | 165.0 | |||||||
| Discontinued operations(2) | — | 40.7 | 39.4 | |||||||
| Ending balance including discontinued operations | $ | 117.2 | $ | 156.7 | $ | 204.4 |
(1)Other movements related to billable assets adjustment.
(2)Reflects the sales of Landmark and TSW. As a result of the transactions, Landmark and TSW are reported within discontinued operations.
45
At December 31, 2021, our total assets under management were $117.2 billion, an increase of $1.2 billion or 1.0%, compared to $116.0 billion excluding discontinued operations at December 31, 2020. The assets under management at December 31, 2020 represented a decrease of $(49.0) billion or (29.7)% compared to $165.0 billion excluding discontinued operations at December 31, 2019. The change in assets under management during the year ended December 31, 2021 reflects the sale of Campbell Global and ICM of $(8.9) billion, net flows of $(5.9) billion including reinvested income and distributions of $2.7 billion, and realizations and other of $(0.1) billion, offset by net market appreciation of $16.1 billion from continued market recovery. The change in assets under management during the year ended December 31, 2020 reflects the sales of Barrow Hanley Mewhinney & Strauss, LLC (“Barrow Hanley”) and Copper Rock Capital Partners, LLC (“Copper Rock”) of $(50.3) billion, net flows of $(4.9) billion including reinvested income and distributions of $3.9 billion, partially offset by net market appreciation of $6.2 billion. The change in assets under management during the year ended December 31, 2019 reflects net market appreciation of $28.8 billion and net flows of $(32.4) billion including reinvested income and distributions of $4.8 billion.
For the year ended December 31, 2021, our net outflows were $(5.9) billion compared to net outflows of $(4.9) billion for the year ended December 31, 2020 and net outflows of $(32.4) billion for the year ended December 31, 2019. The change in net outflows for the year ended December 31, 2021 was primarily due to re-balancing and asset reallocation in certain Quant & Solutions strategies. The change in net outflows for the year ended December 31, 2020 was primarily due to the $(22.8) billion reallocation of several Vanguard sub-advisory strategies at our previously disposed Affiliate, Barrow Hanley, for the year ended December 31, 2019 that did not occur in the year ended December 31, 2020. Reinvested income and distributions of $2.7 billion, $3.9 billion, and $4.8 billion are reflected in the net flows for the years ended December 31, 2021, 2020 and 2019, respectively. For the year ended December 31, 2021, the annualized revenue impact of the net flows improved to $(10.3) million compared to $(31.0) million for the year ended December 31, 2020 and $(68.7) million for the year ended December 31, 2019.
46
U.S. GAAP Results of Operations
For the Years Ended December 31, 2021, 2020 and 2019
Our U.S. GAAP results of operations were as follows for the years ended December 31, 2021, 2020 and 2019.
| Years ended December 31, | Increase (Decrease) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions unless otherwise noted) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | |||||||||||||
| U.S. GAAP Consolidated Statements of Operations(1) | ||||||||||||||||||
| Management fees | $ | 433.3 | $ | 478.9 | $ | 582.1 | $ | (45.6) | $ | (103.2) | ||||||||
| Performance fees | 84.8 | 7.8 | (0.1) | 77.0 | 7.9 | |||||||||||||
| Other revenue | 5.7 | 7.3 | 6.0 | (1.6) | 1.3 | |||||||||||||
| Consolidated Funds’ revenue | — | 5.5 | 6.6 | (5.5) | (1.1) | |||||||||||||
| Total revenue | 523.8 | 499.5 | 594.6 | 24.3 | (95.1) | |||||||||||||
| Compensation and benefits | 284.6 | 243.1 | 248.6 | 41.5 | (5.5) | |||||||||||||
| General and administrative expense | 71.2 | 88.0 | 107.1 | (16.8) | (19.1) | |||||||||||||
| Impairment of goodwill | — | 16.4 | — | (16.4) | 16.4 | |||||||||||||
| Amortization of acquired intangibles | 0.1 | 0.3 | 0.2 | (0.2) | 0.1 | |||||||||||||
| Depreciation and amortization | 22.1 | 19.8 | 16.2 | 2.3 | 3.6 | |||||||||||||
| Consolidated Funds’ expense | — | 0.2 | 0.3 | (0.2) | (0.1) | |||||||||||||
| Total operating expenses | 378.0 | 367.8 | 372.4 | 10.2 | (4.6) | |||||||||||||
| Operating income | 145.8 | 131.7 | 222.2 | 14.1 | (90.5) | |||||||||||||
| Investment income | 8.3 | 4.9 | 16.8 | 3.4 | (11.9) | |||||||||||||
| Interest income | 0.2 | 0.6 | 2.2 | (0.4) | (1.6) | |||||||||||||
| Interest expense | (24.8) | (28.5) | (32.2) | (3.7) | (3.7) | |||||||||||||
| Gain on sale of Affiliates | 48.6 | 241.3 | — | (192.7) | 241.3 | |||||||||||||
| Net consolidated Funds’ investment gain (loss) | — | (5.2) | 4.2 | 5.2 | (9.4) | |||||||||||||
| Income from continuing operations before taxes | 178.1 | 344.8 | 213.2 | (166.7) | 131.6 | |||||||||||||
| Income tax expense | 50.0 | 97.1 | 10.5 | (47.1) | 86.6 | |||||||||||||
| Income from continuing operations | 128.1 | 247.7 | 202.7 | (119.6) | 45.0 | |||||||||||||
| Income from discontinued operations, net of tax | 77.3 | 67.8 | 37.3 | 9.5 | 30.5 | |||||||||||||
| Gain on disposal of discontinued operations, net of tax | 691.0 | — | — | 691.0 | — | |||||||||||||
| Net income | 896.4 | 315.5 | 240.0 | 580.9 | 75.5 | |||||||||||||
| Net income attributable to non-controlling interests in consolidated Funds | 68.0 | 28.8 | 16.1 | 39.2 | 12.7 | |||||||||||||
| Net income attributable to controlling interests | $ | 828.4 | $ | 286.7 | $ | 223.9 | $ | 541.7 | $ | 62.8 | ||||||||
| Basic earnings per share ($) | $ | 10.73 | $ | 3.53 | $ | 2.45 | $ | 7.20 | $ | 1.08 | ||||||||
| Diluted earnings per share ($) | 10.29 | 3.49 | 2.45 | 6.80 | 1.04 | |||||||||||||
| Weighted average shares of common stock outstanding—basic | 77.2 | 81.3 | 91.2 | (4.1) | (9.9) | |||||||||||||
| Weighted average shares of common stock outstanding—diluted | 80.5 | 82.0 | 91.3 | (1.5) | (9.3) | |||||||||||||
| U.S. GAAP operating margin (2) | 28 | % | 26 | % | 37 | % | 147 bps | (1100) bps |
(1)Certain Funds have been consolidated due to our seed capital or co-investments in the Funds.
(2)U.S. GAAP operating margin equals operating income from continuing operations divided by total revenue.
The following table reconciles our net income attributable to controlling interests to our pre-tax income from continuing operations attributable to controlling interests:
47
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP Consolidated Statements of Operations | ||||||||||
| Net income attributable to controlling interests | $ | 828.4 | $ | 286.7 | $ | 223.9 | ||||
| Exclude: Net income from discontinued operations attributable to controlling interests | (700.3) | (39.4) | (27.0) | |||||||
| Net income from continuing operations attributable to controlling interests | 128.1 | 247.3 | 196.9 | |||||||
| Add: Income tax expense | 50.0 | 97.1 | 10.5 | |||||||
| Pre-tax income from continuing operations attributable to controlling interests | $ | 178.1 | $ | 344.4 | $ | 207.4 |
U.S. GAAP Revenues
Our U.S. GAAP revenues principally consist of:
i.management fees earned based on our overall weighted average fee rate charged to our clients and the level of assets under management;
ii.performance fees earned or management fee adjustments when our Affiliates’ investment performance over agreed time periods for certain clients has differed from pre-determined hurdles;
iii.other revenue, consisting primarily of consulting services as well as reimbursement of certain Fund expenses our Affiliates paid on behalf of our Funds; and
iv.revenue from consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
Management Fees
Our management fees are a function of the fee rates our Affiliates charge to their clients, which are typically expressed in basis points, and the levels of our assets under management.
Excluding assets managed by our previous equity-accounted Affiliate, average basis points earned on average assets under management were 37.1 bps for the year ended December 31, 2021, 34.1 bps for the year ended December 31, 2020 and 33.2 bps for the year ended December 31, 2019. The greatest driver of increases or decreases in this average fee rate is changes in the mix of our assets under management caused by net inflows or outflows in certain asset classes, dispositions, and disproportionate market movements.
Year ended December 31, 2021 compared to year ended December 31, 2020: Management fees decreased $(45.6) million, or (9.5)%, from $478.9 million for the year ended December 31, 2020 to $433.3 million for the year ended December 31, 2021. The decrease was primarily due to the disposition of Barrow Hanley, which was included for the majority of 2020, but had no impact on 2021, and lower overall level of average assets under management. Average assets under management excluding our previous equity-accounted Affiliate decreased (16.7)%, from $140.2 billion for the year ended December 31, 2020 to $116.8 billion for the year ended December 31, 2021, primarily due to the sale of Campbell Global in the third quarter of 2021 and the sale of Barrow Hanley that occurred in the fourth quarter of 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019: Management fees decreased $(103.2) million, or (17.7)%, from $582.1 million for the year ended December 31, 2019 to $478.9 million for the year ended December 31, 2020. The decrease was primarily due to the disposition of Barrow Hanley and Copper Rock and lower overall level of average assets under management. Average assets under management excluding our previous equity-accounted Affiliate decreased (20.0)%, from $175.2 billion for the year ended December 31, 2019 to $140.2 billion for the year ended December 31, 2020, mainly due to the sale of Barrow Hanley and Copper Rock and the equity market decline during the first quarter of 2020 driven by the COVID-19 pandemic.
48
Performance Fees
Approximately $15.0 billion, or 13.0% of our AUM at December 31, 2021, are in accounts with performance fee features in which we participate. Performance fees are typically shared with our Affiliate key employees through various contractual compensation and profit-sharing arrangements.
Year ended December 31, 2021 compared to year ended December 31, 2020: Performance fees increased $77.0 million, from $7.8 million for the year ended December 31, 2020 to $84.8 million for the year ended December 31, 2021. Included in the increase is $16 million of performance fees earned by a timber investment from our previous Affiliate, Campbell Global. Acadian contributed approximately $61 million of the increase due to out-performance in a wide range of strategies in 2021, such as long/short and emerging markets equities. Many of Acadian’s performance fee-eligible accounts posted strong absolute and relative returns and crystallized performance fees during 2021.
Year ended December 31, 2020 compared to year ended December 31, 2019: Performance fees improved $7.9 million, from $(0.1) million for the year ended December 31, 2019 to $7.8 million for the year ended December 31, 2020. A performance fee penalty in 2019 was attributable to sub-advisory assets no longer with the Affiliates.
Other Revenue
Year ended December 31, 2021 compared to year ended December 31, 2020: Other revenue decreased $(1.6) million, or (21.9)%, from $7.3 million for the year ended December 31, 2020 to $5.7 million for the year ended December 31, 2021. The decrease was primarily attributable to the sale of Campbell Global during the year ended December 31, 2021.
Year ended December 31, 2020 compared to year ended December 31, 2019: Other revenue increased $1.3 million, or 21.7%, from $6.0 million for the year ended December 31, 2019 to $7.3 million for the year ended December 31, 2020. The increase was primarily attributable to an increase in consulting performed by an Affiliate for the year ended December 31, 2020.
U.S. GAAP Expenses
Our U.S. GAAP expenses principally consist of:
i.compensation paid to our investment professionals and other employees, including base salary, benefits, sales-based compensation, variable compensation, Affiliate distributions, and revaluation of key employee owned Affiliate equity and profit interests;
ii.general and administrative expenses;
iii.impairment of goodwill;
iv.amortization of acquired intangible assets;
v.depreciation and amortization charges; and
vi.expenses of consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds.
49
Compensation and Benefits Expense
Our most significant category of expense is compensation and benefits awarded to our and our Affiliates’ employees. The following table presents the components of U.S. GAAP compensation expense for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Fixed compensation and benefits(1) | $ | 100.2 | $ | 130.0 | $ | 148.7 | ||||
| Sales-based compensation(2) | 7.6 | 7.6 | 9.7 | |||||||
| Variable compensation(3) | 130.5 | 112.1 | 138.0 | |||||||
| Affiliate key employee distributions(4) | 13.4 | 8.5 | 20.1 | |||||||
| Non-cash Affiliate key employee equity revaluations(5) | 32.9 | (15.1) | (67.9) | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 284.6 | $ | 243.1 | $ | 248.6 |
(1)Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided. For the year ended December 31, 2021, $97.2 million of fixed compensation and benefits (of the $100.2 million above) is included within economic net income, which excludes Fund expenses initially paid by our Affiliates on the Fund’s behalf and subsequently reimbursed. For the year ended December 31, 2020, $125.7 million of fixed compensation and benefits (of the $130.0 million above) is included within economic net income, which excludes Fund expenses initially paid by our Affiliates on the Fund’s behalf and subsequently reimbursed. For the year ended December 31, 2019, $144.3 million of fixed compensation and benefits (of the $148.7 million above) is included within economic net income, which excludes Fund expenses initially paid by our Affiliates on the Fund’s behalf and subsequently reimbursed.
(2)Sales-based compensation is paid to our and our Affiliates’ sales and distribution teams and represents compensation earned by our sales professionals, paid over a multi-year period, related to revenue earned on new sales. Its variability is based upon the structure of sales-based compensation due on inflows of assets under management and market-based movement in both current and prior periods.
(3)Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses and compensation paid by our Affiliates on behalf of their Funds that are subsequently reimbursed. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI profits before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. In Affiliates with an agreed split of performance fees between Affiliate employees and BSUS, the Affiliates’ share of performance fees, which ranges between 60%-75% of the total, is allocated entirely to variable compensation. For certain Affiliates, the variable compensation earned on performance fees vest over three-years and compensation expense is recognized over that service period. Center variable compensation includes cash and BSIG equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period.
50
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Cash variable compensation | $ | 124.6 | $ | 99.7 | $ | 121.4 | ||||
| Non-cash equity-based award amortization | 5.9 | 12.4 | 16.6 | |||||||
| Total variable compensation(a) | $ | 130.5 | $ | 112.1 | $ | 138.0 |
(a)For the year ended December 31, 2021, $129.6 million of variable compensation expense (of the $130.5 million above) is included within economic net income, which excludes $0.9 million of variable compensation associated with restructuring at an Affiliate. For the year ended December 31, 2020, $107.9 million of variable compensation expense (of the $112.1 million above) is included within economic net income, which excludes the variable compensation associated with restructuring at the Center and the Affiliates of $3.8 million, and variable compensation subsequently reimbursed by Funds of $0.3 million. For the year ended December 31, 2019, $131.3 million of variable compensation expense (of the $138.0 million above) is included within economic net income, which excludes $6.7 million of variable compensation associated with restructuring at the Center and the Affiliates, as well as variable compensation subsequently reimbursed by Funds.
(4)Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages.
(5)Non-cash Affiliate key employee equity revaluations represent changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may, in certain circumstances, be repurchased by BSUS at a value based on a pre-determined fixed multiple of twelve-month earnings and as such a liability is carried on our balance sheet based on the expected cash to be paid. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is not required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve month period.
51
Fluctuations in compensation and benefits expense for the periods presented are discussed below.
Year ended December 31, 2021 compared to year ended December 31, 2020: Compensation and benefits expense increased $41.5 million, or 17.1%, from $243.1 million for the year ended December 31, 2020 to $284.6 million for the year ended December 31, 2021. Fixed compensation and benefits decreased $(29.8) million, or (22.9)%, from $130.0 million for the year ended December 31, 2020 to $100.2 million for the year ended December 31, 2021, primarily reflecting the disposition of Affiliates and cost savings from the restructuring at the Center and Affiliates. Variable compensation increased $18.4 million, or 16.4%, from $112.1 million for the year ended December 31, 2020 to $130.5 million for the year ended December 31, 2021. The increase was primarily attributable to higher performance fee revenues in 2021, of which the Affiliates’ share is determined by a contractual split and recognized as compensation over their respective vesting periods. Sales-based compensation remained at $7.6 million for the years ended December 31, 2020 and 2021, respectively. Affiliate key employee distributions increased $4.9 million, or 57.6%, from $8.5 million for the year ended December 31, 2020 to $13.4 million for the year ended December 31, 2021 as a result of higher post-variable compensation earnings and the change in the mix of earnings at the consolidated Affiliates. Revaluations of Affiliate key employee equity changed $48.0 million in 2021, reflecting revaluations of key employee ownership interests at our consolidated Affiliates, as the value of Affiliate equity decreased $(15.1) million for the year ended December 31, 2020 and increased $32.9 million for the year ended December 31, 2021.
Year ended December 31, 2020 compared to year ended December 31, 2019: Compensation and benefits expense decreased $(5.5) million, from $248.6 million for the year ended December 31, 2019 to $243.1 million for the year ended December 31, 2020. Fixed compensation and benefits decreased $(18.7) million, or (12.6)%, from $148.7 million for the year ended December 31, 2019 to $130.0 million for the year ended December 31, 2020. This decrease reflects the cost savings from the restructuring at the Center and Affiliates, as well as the disposition of Barrow Hanley and Copper Rock in 2020. Variable compensation decreased $(25.9) million, or (18.8)%, from $138.0 million for the year ended December 31, 2019 to $112.1 million for the year ended December 31, 2020. The decrease was attributable to lower pre-variable compensation earnings in 2020. Sales-based compensation decreased $(2.1) million, or (21.6)%, from $9.7 million for the year ended December 31, 2019 to $7.6 million for the year ended December 31, 2020, as a result of the structure of sales-based compensation programs, driven by the timing of asset inflows triggering sales-based compensation in both current and prior periods. Affiliate key employee distributions decreased $(11.6) million, or (57.7)%, from $20.1 million for the year ended December 31, 2019 to $8.5 million for the year ended December 31, 2020, as a result of lower earnings before Affiliate key employee distributions at the consolidated Affiliates. Revaluations of Affiliate key employee equity changed by $52.8 million in 2020, reflecting revaluations of key employee ownership interests at our consolidated Affiliates, as the value of Affiliate equity decreased $(67.9) million for the year ended December 31, 2019 and decreased $(15.1) million for the year ended December 31, 2020.
General and Administrative Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: General and administrative expense decreased $(16.8) million, or (19.1)%, from $88.0 million for the year ended December 31, 2020 to $71.2 million for the year ended December 31, 2021. The decrease was primarily due to cost saving initiatives at the Center and Affiliates and the disposition of Campbell Global in the third quarter of 2021 and Barrow Hanley in the fourth quarter of 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019: General and administrative expense decreased $(19.1) million, or (17.8)%, from $107.1 million for the year ended December 31, 2019 to $88.0 million for the year ended December 31, 2020. The decrease was primarily due to cost saving initiatives at the Center and Affiliates and the disposition of Barrow Hanley and Copper Rock in 2020.
52
Impairment of Goodwill
Year ended December 31, 2021 compared to year ended December 31, 2020: Impairment of goodwill was $16.4 million for the year ended December 31, 2020 and there was no impairment for the year ended December 31, 2021. The change was the result of the impairment charge recorded for the Copper Rock reporting unit during the year ended December 31, 2020, which was included within the Liquid Alpha segment prior to its disposition in the third quarter of 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019: No goodwill impairment charge was recorded in the year ended December 31, 2019. A goodwill impairment charge of $16.4 million was recorded for the year ended December 31, 2020 with respect to the Copper Rock reporting unit which was included within the Liquid Alpha segment prior to its disposition in July 2020. In the first quarter of 2020, we performed a quantitative impairment test of Copper Rock due to the decline in assets under management, and the fair value of the Copper Rock reporting unit did not exceed its carrying value. Accordingly, we recognized a goodwill impairment charge of $16.4 million for the year ended December 31, 2020.
Amortization of Acquired Intangibles Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: Amortization of acquired intangibles expense decreased $(0.2) million, or (66.7)%, from $0.3 million for the year ended December 31, 2020 to $0.1 million for the year ended December 31, 2021. The change is due to the disposition of Copper Rock in 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019: Amortization of acquired intangibles expense increased $0.1 million, or 50.0%, from $0.2 million for the year ended December 31, 2019 to $0.3 million for the year ended December 31, 2020. The change is due to the disposition of Copper Rock in 2020.
Depreciation and Amortization Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: Depreciation and amortization expense increased $2.3 million, or 11.6%, from $19.8 million for the year ended December 31, 2020 to $22.1 million for the year ended December 31, 2021. The increase was primarily related to additional software and technology investments in the business.
Year ended December 31, 2020 compared to year ended December 31, 2019: Depreciation and amortization expense increased $3.6 million, or 22.2%, from $16.2 million for the year ended December 31, 2019 to $19.8 million for the year ended December 31, 2020. The increase was primarily related to additional software and technology investments in the business.
U.S. GAAP Other Non-Operating Items of Income and Expense
Other non-operating items of income and expense consist of:
i.investment income;
ii.interest income;
iii.interest expense; and
iv.gain on sale of subsidiaries
53
Investment Income
Year ended December 31, 2021 compared to year ended December 31, 2020: Investment income increased $3.4 million, or 69.4%, from $4.9 million for the year ended December 31, 2020 to $8.3 million for the year ended December 31, 2021. The increase is primarily due to an increase in returns generated by seed capital investments driven by continued market recovery in 2021 compared to 2020, which included the negative impact of the market decline in the first quarter of 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019: Investment income decreased $(11.9) million, or (70.8)%, from $16.8 million for the year ended December 31, 2019 to $4.9 million for the year ended December 31, 2020. The decrease is primarily due to the change in unrealized gains/losses on seed investments driven by the market decline in the first quarter of 2020, which was partially offset by the change in unrealized gains in the following quarters of 2020 as the market recovered.
Interest Income
Year ended December 31, 2021 compared to year ended December 31, 2020: Interest income decreased $(0.4) million, or (66.7)%, from $0.6 million for the year ended December 31, 2020 to $0.2 million for the year ended December 31, 2021, principally due to a decrease in short-term investment returns in 2021.
Year ended December 31, 2020 compared to year ended December 31, 2019: Interest income decreased $(1.6) million, or (72.7)%, from $2.2 million for the year ended December 31, 2019 to $0.6 million for the year ended December 31, 2020, principally due to a decrease in short-term investment returns in 2020.
Interest Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: Interest expense decreased $(3.7) million, or (13.0)%, from $28.5 million for the year ended December 31, 2020 to $24.8 million for the year ended December 31, 2021, primarily reflecting a lower balance drawn on our revolving credit facilities during 2021. We paid down the balance in full on our revolving credit facility in the year ended December 31, 2021.
Year ended December 31, 2020 compared to year ended December 31, 2019: Interest expense decreased $(3.7) million, or (11.5)%, from $32.2 million for the year ended December 31, 2019 to $28.5 million for the year ended December 31, 2020, primarily reflecting a lower balance drawn on our non-recourse seed capital and revolving credit facilities during 2020. We paid down the balance on our non-recourse seed capital facility, and paid down the balance on our revolving credit facility in the year ended December 31, 2020.
Gain on Sale of Subsidiaries
Year ended December 31, 2021 compared to year ended December 31, 2020: Gain on sale of subsidiaries decreased $(192.7) million from $241.3 million for the year ended December 31, 2020 to $48.6 million for the year ended December 31, 2021, representing our gain on sale of our equity interest in ICM and Campbell Global, slightly offset by the loss on disposition of a business unit during the year ended December 31, 2021. Included in the balance for the year ended December 31, 2020 is a gain of $7.2 million on the sale of our equity interests in Copper Rock, a gain of $231.2 million on the sale of our equity interests in Barrow Hanley and a gain of $2.9 million on a previously disposed Affiliate.
Year ended December 31, 2020 compared to year ended December 31, 2019: Gain on sale of subsidiaries was $241.3 million for the year ended December 31, 2020 representing a gain of $7.2 million on the sale of our equity interests in Copper Rock, a gain of $231.2 million on the sale of our equity interests in Barrow Hanley and a gain of $2.9 million on a previously disposed Affiliate. No gain on sale of subsidiaries was recorded in the year ended December 31, 2019.
54
U.S. GAAP Income Tax Expense
Our effective tax rate has been impacted by changes in liabilities for uncertain tax positions, tax effects of stock-based compensation, limitations on executive compensation, the mix of income earned in the United States versus lower-taxed foreign jurisdictions. Our effective tax rate could be impacted in the future by these items as well as further changes in tax laws and regulations in jurisdictions in which we operate.
Year ended December 31, 2021 compared to year ended December 31, 2020: Income tax expense decreased $(47.1) million, from $97.1 million for the year ended December 31, 2020 to $50.0 million for the year ended December 31, 2021. The decrease in income tax expense relates to the decrease in income from continuing operations for the year ended December 31, 2021, primarily related to the sale of certain Affiliates that occurred during 2021. The decrease in income tax expense from the sale was partially offset by an increase to the permanent disallowance of executive compensation in 2021, a lower tax benefit recognized in 2021 from changes in uncertain tax positions that resulted from the lapse in statute of limitations, and an increase of state tax obligations.
Year ended December 31, 2020 compared to year ended December 31, 2019: Income tax expense increased $86.6 million, from $10.5 million for the year ended December 31, 2019 to $97.1 million for the year ended December 31, 2020, primarily due to the increase in the income from continuing operations before taxes which was driven by the gain on sale of Affiliates, in addition to the reductions to liabilities for uncertain tax positions due to the lapse of statutes of limitation and adjustments to deferred tax assets in 2020 compared to 2019. Deferred tax assets have been adjusted primarily for changes in the Company's state tax rates and an increase in state tax obligations.
U.S. GAAP Consolidated Funds
The net income or loss of all Consolidated Funds, excluding any income or loss attributable to seed capital or co-investments we make in the Funds, is included in non-controlling interests in our Consolidated Financial Statements and is not included in net income attributable to controlling interests or in management fees.
As discussed further in Note 3 of our accompanying Consolidated Financial Statements, we sold our equity interests in Landmark on June 2, 2021, which resulted in the de-consolidation of all Landmark Funds as of June 2, 2021, the consummation of the sale. The discontinued operations accounting treatment was applied for the consolidated Landmark Funds.
Year ended December 31, 2021 compared to year ended December 31, 2020: As noted above, the gains and losses related to the Landmark funds are included with discontinued operations. There were no consolidated Funds in 2021. Consolidated Funds’ revenue was $5.5 million for the year ended December 31, 2020. Consolidated Funds’ expense was $0.2 million for the year ended December 31, 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019: Consolidated Funds’ revenue decreased $(1.1) million, from $6.6 million for the year ended December 31, 2019 to $5.5 million for the year ended December 31, 2020. Consolidated Funds’ expense decreased $(0.1) million, from $0.3 million for the year ended December 31, 2019 to $0.2 million for the year ended December 31, 2020. The decrease in Consolidated Funds’ revenue and decrease in Consolidated Funds’ expense is due to changes in the number of Consolidated Funds during the year ended December 31, 2019, including the deconsolidation of Funds due to redemption of seed investments in Barrow Hanley Consolidated Funds following the sale of our equity interests in Barrow Hanley in November 2020. Consolidated Funds’ investment gain (loss) decreased $(9.4) million from $4.2 million for the year ended December 31, 2019 to $(5.2) million for the year ended December 31, 2020.
Discontinued Operations
As discussed further in Note 3 of our accompanying Consolidated Financial Statements, we completed the sale of all our equity interests in TSW on July 19, 2021, and we completed the sale of all our equity interests in Landmark on June 2, 2021. As a result, Landmark and TSW are reported within discontinued operations.
55
Year ended December 31, 2021 compared to year ended December 31, 2020: Income from discontinued operations increased $9.5 million from $67.8 million for the year ended December 31, 2020 to $77.3 million for the year ended December 31, 2021. Income from discontinued operations represents the income from TSW and Landmark, including consolidated Landmark Funds. The increase is driven by the increase in investment gains from the consolidated Landmark Funds attributable to non-controlling interests in the current year. The gain on disposal of discontinued operations, net of tax was $691.0 million for the year ended December 31, 2021 representing our gain on sale of our equity interests in Landmark and TSW. There was no gain on disposal of discontinued operations for the year ended December 31, 2020.
Year ended December 31, 2020 compared to year ended December 31, 2019: Income from discontinued operations increased $30.5 million from $37.3 million for the year ended December 31, 2019 to $67.8 million for the for the year ended December 31, 2020. Income from discontinued operations represents the income from TSW and Landmark, including consolidated Landmark Funds. The increase is driven by the increase in investment gains from the consolidated Landmark Funds attributable to non-controlling interests in the current year.
Key U.S. GAAP Operating Metrics
The following table shows our key U.S. GAAP operating metrics for the years ended December 31, 2021, 2020 and 2019. The second, third and fourth metrics below have each been adjusted to eliminate the effect of consolidated Funds to more accurately reflect the economics of our Company.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Numerator: Operating income | $ | 145.8 | $ | 131.7 | $ | 222.2 | ||||
| Denominator: Total revenue | $ | 523.8 | $ | 499.5 | $ | 594.6 | ||||
| U.S. GAAP operating margin(1) | 27.8 | % | 26.4 | % | 37.4 | % | ||||
| Numerator: Total operating expenses(2) | $ | 378.0 | $ | 367.6 | $ | 372.1 | ||||
| Denominator: Management fee revenue | $ | 433.3 | $ | 478.9 | $ | 582.1 | ||||
| U.S. GAAP operating expense / management fee revenue(3) | 87.2 | % | 76.8 | % | 63.9 | % | ||||
| Numerator: Variable compensation | $ | 130.5 | $ | 112.1 | $ | 138.0 | ||||
| Denominator: Operating income before variable compensation and Affiliate key employee distributions(2)(4)(5) | $ | 289.7 | $ | 247.0 | $ | 374.0 | ||||
| U.S. GAAP variable compensation ratio(3) | 45.0 | % | 45.4 | % | 36.9 | % | ||||
| Numerator: Affiliate key employee distributions | $ | 13.4 | $ | 8.5 | 20.1 | |||||
| Denominator: Operating income before Affiliate key employee distributions(2)(4)(5) | $ | 159.2 | $ | 134.9 | $ | 236.0 | ||||
| U.S. GAAP Affiliate key employee distributions ratio(3) | 8.4 | % | 6.3 | % | 8.5 | % |
(1)Excluding the effect of Funds consolidation in the applicable periods, the U.S. GAAP operating margin would be 27.8% for the year ended December 31, 2021, 25.6% for the year ended December 31, 2020 and 36.7% for the year ended December 31, 2019.
(2)Excludes consolidated Funds’ expense of $0.0 million for the year ended December 31, 2021, $0.2 million for the year ended December 31, 2020 and $0.3 million for the year ended December 31, 2019.
(3)Excludes the effect of Funds consolidation for the years ended December 31, 2021, 2020 and 2019.
(4)Excludes consolidated Funds’ revenue of $0.0 million for the year ended December 31, 2021, $5.5 million for the year ended December 31, 2020 and $6.6 million for the year ended December 31, 2019.
56
(5)The following table identifies the components of operating income before variable compensation and Affiliate key employee distributions, as well as operating income before Affiliate key employee distributions:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Operating income | $ | 145.8 | $ | 131.7 | $ | 222.2 | ||||
| Affiliate key employee distributions | 13.4 | 8.5 | 20.1 | |||||||
| Operating (income) loss of consolidated Funds | — | (5.3) | (6.3) | |||||||
| Operating income before Affiliate key employee distributions | $ | 159.2 | $ | 134.9 | $ | 236.0 | ||||
| Variable compensation | 130.5 | 112.1 | 138.0 | |||||||
| Operating income before variable compensation and Affiliate key employee distributions | $ | 289.7 | $ | 247.0 | $ | 374.0 |
Effects of Inflation
For the years ended December 31, 2021, 2020 and 2019, inflation did not have a material effect on our consolidated results of operations.
Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis
As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our management’s view of the underlying economic earnings generated by us. We define economic net income as ENI revenue less (i) ENI operating expenses, (ii) variable compensation, (iii) key employee distributions, (iv) net interest and (v) taxes, each as further discussed in this section. ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI is an important measure to investors because it is used by the Company to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. It is also an important measure because it assists management in evaluating our operating performance and is presented in a way that most closely reflects the key elements of our profit share operating model with our Affiliates. For a further discussion of how we use ENI and why ENI is useful to investors, see “—Overview—How We Measure Performance.”
To calculate economic net income, we re-categorize certain line items on our Consolidated Statements of Operations to reflect the following:
•We exclude the effect of Funds consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our stockholders.
•We include within management fee revenue any fees paid to Affiliates by consolidated Funds, which are viewed as investment income under U.S. GAAP.
•We include our share of earnings from equity-accounted Affiliates within other income in ENI revenue, rather than investment income.
•We treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits.
•We identify separately from operating expenses variable compensation and Affiliate key employee distributions, which represent Affiliate earnings shared with Affiliate key employees.
57
•We net the separate revenue and expenses under U.S. GAAP for certain Fund expenses initially paid by our Affiliates on the Funds’ behalf and subsequently reimbursed, to better reflect the economics of our business.
We also make the following adjustments to U.S. GAAP results to more closely reflect our economic results:
i.We exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees. These ownership interests may in certain circumstances be repurchased by BSUS at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on our balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by BSUS can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our Affiliate equity and profit interest plans have been designed to ensure BSUS is never required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve month period.
ii.We exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business. We also exclude the amortization of acquisition-related contingent consideration, as well as the value of employee equity owned pre-acquisition. Please note that the revaluations related to these acquisition-related items are included in (i) above.
iii.We exclude capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets.
iv.We exclude seed capital and co-investment gains, losses and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of our earnings from managing client assets, which therefore differs from earnings generated by our investments in Affiliate products, which can be variable from period to period.
v.We include cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP.
vi.We exclude the results of discontinued operations attributable to controlling interests since they are not part of our ongoing business and restructuring costs incurred in continuing operations.
vii.We exclude deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization.
We also adjust our income tax expense to reflect any tax impact of our ENI adjustments.
58
Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Years Ended December 31, 2021, 2020 and 2019
The following table reconciles U.S. GAAP net income attributable to controlling interests to economic net income for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP net income attributable to controlling interests | $ | 828.4 | $ | 286.7 | $ | 223.9 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | 32.9 | (15.1) | (67.9) | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets, acquisition-related consideration and pre-acquisition employee equity | 0.1 | 16.8 | 0.2 | ||||||
| iii. | Capital transaction costs | 1.8 | 0.8 | 2.9 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings(1) | (4.0) | 4.1 | (9.9) | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 1.1 | 1.6 | 1.9 | ||||||
| vi. | Discontinued operations and restructuring(2) | (743.8) | (269.6) | (17.8) | ||||||
| vii. | ENI tax normalization(3) | (1.7) | 2.2 | (46.9) | ||||||
| Tax effect of above adjustments(4) | 3.5 | 60.8 | 17.8 | |||||||
| Economic net income | $ | 118.3 | $ | 88.3 | $ | 104.2 |
(1)The net return on seed/co-investment (gains) losses and financings for the years ended December 31, 2021, 2020 and 2019 are shown in the following table.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Seed/Co-investment (gains) losses | $ | (5.7) | $ | (1.6) | $ | (18.7) | ||||
| Financing costs: | ||||||||||
| Seed/Co-investment average balance | 28.9 | 97.0 | 143.4 | |||||||
| Blended interest rate* | 5.9 | % | 5.9 | % | 6.1 | % | ||||
| Financing costs | 1.7 | 5.7 | 8.8 | |||||||
| Net seed/co-investment (gains) losses and financing | $ | (4.0) | $ | 4.1 | $ | (9.9) |
* The blended rate is based first on the interest rate paid on our non-recourse seed capital facility up to the average amount drawn, and thereafter on the weighted average rate of the long-term debt.
(2)For the year ended December 31, 2021, includes net income from discontinued operations attributable to controlling interest of $700.3 million, restructuring costs at the Center and Affiliates of $3.8 million, costs associated with the transfer of an insurance policy from our former Parent of $1.2 million, and the gain on sale of Affiliates of $48.6 million. For the year ended December 31, 2020, includes net income from discontinued operations attributable to controlling interest of $39.4 million, restructuring costs at the Center and Affiliates of $9.4 million, costs associated with the transfer of an insurance policy from our former Parent of $1.6 million, and the gain on sale of Affiliates of $241.3 million. For the year ended December 31, 2019, includes net income from discontinued operations attributable to controlling interest of $27.0 million, restructuring costs at the Center of $6.7 million, costs associated with the transfer of an insurance policy from our former Parent of $0.9 million, and costs associated with the redomicile to the U.S. of $1.6 million.
(3)Includes adjustments of $3.0 million, $8.7 million and $40.8 million to remove the tax benefit resulting from the reduction in liabilities for uncertain tax positions recorded during the years ended December 31, 2021, 2020 and 2019, respectively.
59
(4)Reflects the sum of line items (i), (ii), (iii), (iv) and the restructuring portion of line item (vi) taxed at the 27.3% U.S. statutory rate (including state tax).
The following table reconciles U.S. GAAP net income per share to economic net income per share for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP net income per share | $ | 10.29 | $ | 3.49 | $ | 2.45 | ||||
| Adjustments to reflect the economic earnings of the Company: | ||||||||||
| i. | Non-cash key employee-owned equity and profit interest revaluations | 0.41 | (0.18) | (0.74) | ||||||
| ii. | Goodwill impairment and amortization of acquired intangible assets, acquisition-related consideration and pre-acquisition employee equity | — | 0.20 | — | ||||||
| iii. | Capital transaction costs | 0.02 | 0.01 | 0.03 | ||||||
| iv. | Seed/Co-investment (gains) losses and financings | (0.05) | 0.05 | (0.11) | ||||||
| v. | Tax benefit of goodwill and acquired intangibles deductions | 0.01 | 0.02 | 0.02 | ||||||
| vi. | Discontinued operations and restructuring | (9.23) | (3.29) | (0.20) | ||||||
| vii. | ENI tax normalization | (0.02) | 0.04 | (0.51) | ||||||
| Tax effect of above adjustments | 0.04 | 0.74 | 0.20 | |||||||
| Economic net income per share | $ | 1.47 | $ | 1.08 | $ | 1.14 |
Limitations of Economic Net Income
Economic net income is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. Economic net income is not audited, and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of economic net income may differ from similarly titled measures provided by other companies.
Because the calculation of economic net income excludes certain ongoing expenses, including amortization expense and certain compensation costs, it has certain material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings.
ENI Revenues
The following table reconciles U.S. GAAP Revenue to ENI Revenue for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP Revenue | $ | 523.8 | $ | 499.5 | $ | 594.6 | ||||
| Include earnings from equity-accounted Affiliate | 2.6 | 2.9 | 2.8 | |||||||
| Exclude revenue from consolidated Funds attributable to non-controlling interests | — | (5.5) | (6.6) | |||||||
| Exclude Fund expenses reimbursed by customers | (2.9) | (4.6) | (4.4) | |||||||
| ENI Revenue | $ | 523.5 | $ | 492.3 | $ | 586.4 |
60
The following table identifies the components of ENI revenue:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Management fees(1) | $ | 433.3 | $ | 478.9 | $ | 582.1 | ||||
| Performance fees (2) | 84.8 | 7.8 | (0.1) | |||||||
| Other income, including equity-accounted Affiliate(3) | 5.4 | 5.6 | 4.4 | |||||||
| ENI Revenue | $ | 523.5 | $ | 492.3 | $ | 586.4 |
(1)ENI management fees correspond to U.S. GAAP management fees.
(2)ENI performance fees correspond to U.S. GAAP performance fees.
(3)ENI other income is comprised primarily of other revenue under U.S. GAAP, plus our earnings from equity-accounted Affiliate of $2.6 million for the year ended December 31, 2021, $2.9 million for the year ended December 31, 2020 and $2.8 million for the year ended December 31, 2019. Other income also excludes certain Fund expenses initially paid by our Affiliates on the Funds’ behalf that are subsequently reimbursed. Refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis” for a full discussion regarding the items excluded from the calculation of economic net income.
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP other revenue | $ | 5.7 | $ | 7.3 | $ | 6.0 | ||||
| Earnings from equity-accounted Affiliate | 2.6 | 2.9 | 2.8 | |||||||
| Exclude Fund expenses reimbursed by customers | (2.9) | (4.6) | (4.4) | |||||||
| ENI other income | $ | 5.4 | $ | 5.6 | $ | 4.4 |
61
ENI Operating Expenses
The largest difference between U.S. GAAP operating expense and ENI operating expense relates to compensation. As shown in the following reconciliation, the Company excludes the impact of key employee equity revaluations. We also exclude the amortization of contingent purchase price and pre-acquisition equity owned by employees, both with a service requirement. Variable compensation and Affiliate key employee distributions are also segregated out of U.S. GAAP operating expense in order to align with the manner in which these items are contractually calculated at the Affiliate level.
The following table reconciles U.S. GAAP operating expense to ENI operating expense for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP operating expense | $ | 378.0 | $ | 367.8 | $ | 372.4 | ||||
| Less: items excluded from economic net income | ||||||||||
| Non-cash key employee equity and profit interest revaluations | (32.9) | 15.1 | 67.9 | |||||||
| Goodwill impairment and amortization of acquired intangible assets | (0.1) | (16.8) | (0.2) | |||||||
| Capital transaction costs | (1.2) | (0.2) | (2.7) | |||||||
| Restructuring costs(1) | (5.1) | (11.2) | (9.2) | |||||||
| Fund expenses reimbursed by customers | (2.9) | (4.6) | (4.4) | |||||||
| Funds’ operating expenses | — | (0.2) | (0.3) | |||||||
| Less: items segregated out of U.S. GAAP operating expense | ||||||||||
| Variable compensation(2) | (129.6) | (107.9) | (131.3) | |||||||
| Affiliate key employee distributions | (13.4) | (8.5) | (20.1) | |||||||
| ENI operating expense | $ | 192.8 | $ | 233.5 | $ | 272.1 |
(1)For the year ended December 31, 2021, includes $3.8 million of restructuring costs at the Center and Affiliates and $1.2 million costs associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2020, includes $9.4 million of restructuring costs at the Center and Affiliates and $1.6 million costs associated with the transfer of an insurance policy from our former Parent. For the year ended December 31, 2019, includes restructuring costs at the Center and the Affiliates of $6.7 million.
(2)For the year ended December 31, 2021, excludes variable compensation related to restructuring at the Affiliates of $0.9 million that is included within Restructuring costs. For the year ended December 31, 2020, excludes variable compensation related to restructuring at the Center and the Affiliates of $3.8 million that is included within Restructuring costs, and Fund expenses reimbursed by customers of $0.3 million. For the year ended December 31, 2019, excludes variable compensation related to restructuring at the Center and the Affiliates of $6.7 million that is included within Restructuring costs.
The following table identifies the components of ENI operating expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Fixed compensation & benefits(1) | $ | 97.2 | $ | 125.7 | $ | 144.3 | ||||
| General and administrative expenses(2) | 73.5 | 88.0 | 111.6 | |||||||
| Depreciation and amortization | 22.1 | 19.8 | 16.2 | |||||||
| ENI operating expense | $ | 192.8 | $ | 233.5 | $ | 272.1 |
62
(1)Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation expense to ENI fixed compensation and benefits expense for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Total U.S. GAAP compensation and benefits expense | $ | 284.6 | $ | 243.1 | $ | 248.6 | ||||
| Non-cash key employee equity and profit interest revaluations excluded from ENI | (32.9) | 15.1 | 67.9 | |||||||
| Sales-based compensation reclassified to ENI general & administrative expenses | (7.6) | (7.6) | (9.7) | |||||||
| Affiliate key employee distributions | (13.4) | (8.5) | (20.1) | |||||||
| Restructuring expenses | (0.9) | (3.9) | (6.7) | |||||||
| Variable compensation | (129.6) | (107.9) | (131.3) | |||||||
| Fund expenses reimbursed by customers | (3.0) | (4.6) | (4.4) | |||||||
| ENI fixed compensation and benefits | $ | 97.2 | $ | 125.7 | $ | 144.3 |
(2)The following table reconciles U.S. GAAP general and administrative expense to ENI general and administrative expense:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP general and administrative expense | $ | 71.2 | $ | 88.0 | $ | 107.1 | ||||
| Sales-based compensation | 7.6 | 7.6 | 9.7 | |||||||
| Capital transaction costs | (1.2) | (0.2) | (2.7) | |||||||
| Restructuring costs(a) | (4.1) | (7.3) | (2.5) | |||||||
| Additional ENI adjustments | — | (0.1) | — | |||||||
| ENI general and administrative expense | $ | 73.5 | $ | 88.0 | $ | 111.6 |
(a)Reflects $2.9 million related to restructuring at the Center and Affiliates and $1.2 million of costs associated with the transfer of an insurance policy from our former Parent for the year ended December 31, 2021. Reflects $5.6 million related to restructuring at the Center and Affiliates, and $1.6 million costs associated with the transfer of an insurance policy from our former Parent in the year ended December 31, 2020. Reflects $2.5 million related to our redomicile to the U.S. in the year ended December 31, 2019.
Key Non-GAAP Operating Metrics
The following table shows our key non-GAAP operating metrics for the years ended December 31, 2021, 2020 and 2019. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure:
63
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Numerator: ENI operating earnings(1) | $ | 201.1 | $ | 150.9 | $ | 183.0 | ||||
| Denominator: ENI revenue | $ | 523.5 | $ | 492.3 | $ | 586.4 | ||||
| ENI operating margin(2) | 38.4 | % | 30.7 | % | 31.2 | % | ||||
| Numerator: ENI operating expense | $ | 192.8 | $ | 233.5 | $ | 272.1 | ||||
| Denominator: ENI management fee revenue(3) | $ | 433.3 | $ | 478.9 | $ | 582.1 | ||||
| ENI operating expense ratio(4) | 44.5 | % | 48.8 | % | 46.7 | % | ||||
| Numerator: ENI variable compensation | $ | 129.6 | $ | 107.9 | $ | 131.3 | ||||
| Denominator: ENI earnings before variable compensation(1)(5) | $ | 330.7 | $ | 258.8 | $ | 314.3 | ||||
| ENI variable compensation ratio(6) | 39.2 | % | 41.7 | % | 41.8 | % | ||||
| Numerator: Affiliate key employee distributions | $ | 13.4 | $ | 8.5 | $ | 20.1 | ||||
| Denominator: ENI operating earnings(1) | $ | 201.1 | $ | 150.9 | $ | 183.0 | ||||
| ENI Affiliate key employee distributions ratio(7) | 6.7 | % | 5.6 | % | 11.0 | % |
(1)ENI operating earnings represents ENI earnings before Affiliate key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. It differs from economic net income because it does not include the effects of Affiliate key employee distributions, net interest expense or income tax expense.
The following table reconciles U.S. GAAP operating income (loss) to ENI operating earnings:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP operating income | $ | 145.8 | $ | 131.7 | $ | 222.2 | ||||
| Include earnings from equity-accounted Affiliate | 2.6 | 2.9 | 2.8 | |||||||
| Exclude the impact of: | ||||||||||
| Affiliate key employee-owned equity and profit interest revaluations | 32.9 | (15.1) | (67.9) | |||||||
| Goodwill impairment and the amortization of acquired intangible assets | 0.1 | 16.8 | 0.2 | |||||||
| Capital transaction costs | 1.2 | 0.2 | 2.7 | |||||||
| Restructuring costs(a) | 5.1 | 11.2 | 9.2 | |||||||
| Affiliate key employee distributions | 13.4 | 8.5 | 20.1 | |||||||
| Variable compensation | 129.6 | 107.9 | 131.3 | |||||||
| Funds’ operating income | — | (5.3) | (6.3) | |||||||
| ENI earnings before variable compensation | 330.7 | 258.8 | 314.3 | |||||||
| Less: ENI variable compensation | (129.6) | (107.9) | (131.3) | |||||||
| ENI operating earnings | 201.1 | 150.9 | 183.0 | |||||||
| Less: ENI Affiliate key employee distributions | (13.4) | (8.5) | (20.1) | |||||||
| ENI earnings after Affiliate key employee distributions | $ | 187.7 | $ | 142.4 | $ | 162.9 |
64
(a)For the year ended December 31, 2021, includes restructuring costs of $1.2 million associated with the transfer of an insurance policy from our former Parent and $3.8 million of restructuring costs at the Center and Affiliates. For the year ended December 31, 2020, includes restructuring costs of $1.6 million associated with the transfer of an insurance policy from our former Parent and $9.4 million of restructuring costs at the Center and Affiliates. For the year ended December 31, 2019, includes $6.7 million of restructuring costs at the Center and the Affiliates, $2.5 million of costs incurred in connection with the redomicile to the U.S.
(2)The ENI operating margin, which is calculated before Affiliate key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business without regard to our various ownership levels at each of the Affiliates. The ENI operating margin is most comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds) of 27.8% for the year ended December 31, 2021, 25.6% for the year ended December 31, 2020 and 36.7% for the year ended December 31, 2019.
The ENI operating margin is important because it gives investors an understanding of the profitability of the total business relative to revenue, irrespective of the ownership position which BSIG has in each of its Affiliates. Management and investors use this ratio when comparing our profitability relative to our peer group and evaluating our ability to manage the cost structure and profitability of our business under different operating environments.
(3)ENI Management fee revenue corresponds to U.S. GAAP management fee revenue.
(4)The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation and benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies at BSIG because in our profit sharing economic model, scale benefits both the Affiliate employees and BSIG stockholders. The ENI operating expense ratio is most comparable to the U.S. GAAP operating expense / management fee revenue ratio.
(5)ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense.
(6)The ENI variable compensation ratio is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is contractually set and calculated individually at each Affiliate, plus Center bonuses. Variable compensation is usually awarded based on a contractual percentage of each Affiliate’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Affiliate equity or profit interests. Center variable compensation includes cash and BSIG equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio at each Affiliate is calculated as variable compensation divided by ENI earnings before variable compensation. The ENI variable compensation ratio is most comparable to the U.S. GAAP variable compensation ratio.
(7)The ENI Affiliate key employee distribution ratio is used by management and is useful to investors to evaluate Affiliate key employee distributions as measured against our ENI operating earnings. Affiliate key employee distributions represent the share of Affiliate profits after variable compensation that is attributable to Affiliate key employee equity and profit interests holders, according to their ownership interests. The Affiliate key employee distribution ratio at each Affiliate is calculated as Affiliate key employee distributions divided by ENI operating earnings at that Affiliate. At certain Affiliates with tiered equity structures, BSUS and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. The ENI Affiliate key employee distributions ratio is most comparable to the U.S. GAAP Affiliate key employee distributions ratio.
65
Tax on Economic Net Income
The following table reconciles the United States statutory tax to tax on economic net income:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Pre-tax economic net income(1) | $ | 165.4 | $ | 120.8 | $ | 141.9 | ||||
| Intercompany interest expense deductible for U.S. tax purposes | — | — | (35.5) | |||||||
| Taxable economic net income | 165.4 | 120.8 | 106.4 | |||||||
| Taxes at the U.S. federal and state statutory rates(2) | (45.2) | (40.1) | (35.6) | |||||||
| Other reconciling tax adjustments | (1.9) | 7.6 | (2.1) | |||||||
| Tax on economic net income | (47.1) | (32.5) | (37.7) | |||||||
| Add back intercompany interest expense previously excluded | — | — | 35.5 | |||||||
| Economic net income | $ | 118.3 | $ | 88.3 | $ | 104.2 | ||||
| Economic net income effective tax rate(3) | 28.5 | % | 26.9 | % | 26.6 | % |
(1)Includes interest income and third party ENI interest expense, as shown in the following table:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| U.S. GAAP interest income | $ | 0.2 | $ | 0.6 | $ | 2.2 | ||||
| U.S. GAAP interest expense | (24.8) | (28.5) | (32.2) | |||||||
| U.S. GAAP net interest expense | (24.6) | (27.9) | (30.0) | |||||||
| Other ENI interest expense exclusions(a) | 2.3 | 6.3 | 9.0 | |||||||
| ENI net interest income (expense) | (22.3) | (21.6) | (21.0) | |||||||
| ENI earnings after Affiliate key employee distributions(b) | 187.7 | 142.4 | 162.9 | |||||||
| Pre-tax economic net income | $ | 165.4 | $ | 120.8 | $ | 141.9 |
(a)Other ENI interest expense exclusions represent cost of financing on seed capital and co-investments and amortization of debt issuance costs. Other ENI interest expense includes $1.7 million related to the cost of seed and co-investment financing and $0.6 million related to the amortization of debt issuance costs for the year ended December 31, 2021.
(b)ENI earnings after Affiliate key employee distributions is calculated as ENI operating income (ENI revenue, less ENI operating expense, less ENI variable compensation), less Affiliate key employee distributions. Refer to “—Key Non-GAAP Operating Metrics” for a reconciliation from U.S. GAAP operating income to ENI earnings after Affiliate key employee distributions.
(2)Taxed at U.S. Federal and State statutory rate of 27.3%.
(3)The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income.
66
Segment Analysis
We operate our business through the following reportable segment(1)(2):
•Quant & Solutions—comprised of versatile, often highly-tailored strategies that leverage data and technology in a computational, factor-based investment process across a range of asset classes in developed and emerging markets, including global, non-U.S. and small-cap equities, as well as managed volatility, ESG, multi-asset, equity alternatives, and long/short strategies. This segment is comprised of our interest in Acadian.
The corporate head office is included within the Other(1)(2) category. The corporate head office expenses are not allocated to the Company’s business segment but the CODM does consider the cost structure of the corporate head office when evaluating the financial performance of our segment.
(1)Prior to March 31, 2021, we had an Alternatives reportable segment which was comprised of Landmark and Campbell Global operating segments. On June 2, 2021, we sold all of our interests in Landmark. As a result of this transaction, Landmark has been reclassified to discontinued operations, and the Alternatives segment no longer constitutes a reportable segment. The reportable segments for all periods presented have been recast to reflect the reporting of Landmark within discontinued operations and the reclassification of Campbell Global to “Other”. On August 31, 2021,we completed the sale of all our interests in Campbell Global. The financial results of Campbell Global are included in the “Other” category until August 30, 2021, the consummation of the sale.
(2)Prior to June 30, 2021, we had a Liquid Alpha reportable segment which was comprised of TSW and ICM. On February 6, 2021, we entered into an agreement to sell all of our interests in ICM, an equity-accounted Affiliate. On July 19, 2021, we completed the sale of all our interests in TSW. As a result of this transaction, TSW has been reclassified to discontinued operations and Liquid Alpha no longer constitutes a reportable segment. The ICM operating segment was reclassified to “Other” within our segment reporting for the twelve months ended months ended December 31, 2021. On July 19, 2021 we completed the sale of all our interests in ICM, an equity-accounted Affiliate. The financial results of ICM are included in the “Other” category until July 19, 2021, the consummation of the sale.
The primary measure used by the CODM in measuring performance and allocating resources to the segments is Economic Net Income ("ENI"). We define economic net income for the segments as ENI revenue less (i) ENI operating expenses, (ii) variable compensation and (iii) key employee distributions. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.
ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to Affiliates by consolidated Funds and the Company’s share of earnings from equity-accounted Affiliates. ENI revenue is also adjusted to exclude the separate revenues recorded under U.S. GAAP for certain Fund expenses reimbursed to our Affiliates.
ENI operating expenses include compensation and benefits, general and administrative expense, and depreciation and amortization under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Affiliate equity and profit interests held by Affiliate key employees, goodwill impairment and amortization of acquired intangible assets, capital transaction costs, restructuring costs, and the separate expenses recorded under U.S. GAAP for certain Fund expenses reimbursed to our Affiliates. Additionally, variable compensation and Affiliate key employee distributions are segregated from ENI operating expenses.
ENI segment results are also adjusted to exclude the portion of consolidated Fund revenues, expenses and investment return recorded under U.S. GAAP.
67
Refer to the reconciliations of U.S. GAAP revenue to ENI revenue, U.S. GAAP Operating expense to ENI Operating expense, variable compensation and Affiliate key employee distributions disclosed previously within this section.
Segment ENI Revenue
The following tables identify the components of segment ENI revenue for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Quant & Solutions | Other | Total | Quant & Solutions | Liquid Alpha | Other | Total | ||||||||||||||||||||||||||
| Management fees | $ | 419.4 | $ | 13.9 | $ | 433.3 | $ | 346.8 | $ | 108.3 | $ | 23.8 | $ | 478.9 | ||||||||||||||||||
| Performance fees | 68.7 | 16.1 | 84.8 | 8.0 | (0.2) | — | 7.8 | |||||||||||||||||||||||||
| Other income, including equity-accounted affiliate | — | 5.4 | 5.4 | — | 3.0 | 2.6 | 5.6 | |||||||||||||||||||||||||
| ENI revenue | $ | 488.1 | $ | 35.4 | $ | 523.5 | $ | 354.8 | $ | 111.1 | $ | 26.4 | $ | 492.3 |
| Year ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2019 | |||||||||||||||
| Quant & Solutions | Liquid Alpha | Other | Total | |||||||||||||
| Management fees | $ | 370.8 | $ | 187.7 | $ | 23.6 | $ | 582.1 | ||||||||
| Performance fees | 9.8 | (10.2) | 0.3 | (0.1) | ||||||||||||
| Other income, including equity-accounted affiliate | — | 2.8 | 1.6 | 4.4 | ||||||||||||
| ENI revenue | $ | 380.6 | $ | 180.3 | $ | 25.5 | $ | 586.4 |
Quant & Solutions Segment ENI Revenue
Year ended December 31, 2021 compared to year ended December 31, 2020: Quant & Solutions ENI revenue increased $133.3 million, or 37.6%, from $354.8 million for the year ended December 31, 2020 to $488.1 million for the year ended December 31, 2021. The $61 million increase in performance fees was primarily due to higher performance fees earned during the fourth quarter of 2021 as a result of out-performance in a wide range of strategies in 2021, such as long/short and emerging markets equities, as well as 20.9% higher management fees driven by higher average AUM primarily resulting from the equity market increase in the last twelve months.
Year ended December 31, 2020 compared to year ended December 31, 2019: Quant & Solutions ENI revenue decreased $(25.8) million, or (6.8)%, from $380.6 million for the year ended December 31, 2019 to $354.8 million for the year ended December 31, 2020. The decrease was attributable to (6.5)% lower management fees driven by lower average AUM primarily resulting from the equity market decline in the first quarter of 2020.
Liquid Alpha Segment ENI Revenue
Year ended December 31, 2021 compared to year ended December 31, 2020: Liquid Alpha ENI revenue was $111.1 million for the year ended December 31, 2020 and was comprised of the ENI revenue from Barrow Hanley, Copper Rock and ICM. There was no Liquid Alpha ENI revenue for the year ended December 31, 2021 as the Liquid Alpha segment no long constituted a reportable segment.
68
Year ended December 31, 2020 compared to year ended December 31, 2019: Liquid Alpha ENI revenue decreased $(69.2) million, or (38.4)%, from $180.3 million for the year ended December 31, 2019 to $111.1 million for the year ended December 31, 2020. The decrease was attributable to (42.3)% lower management fees driven by lower average AUM resulting from the disposition of Barrow Hanley and Copper Rock, the equity market decline in the first quarter of 2020, and net outflows in 2020. The change in performance fees was primarily due to higher fulcrum fees recorded in the year ended December 31, 2020 compared to the year ended December 31, 2019.
Segment ENI Expense
The following tables identify the components of segment ENI expense for the years ended December 31, 2021, 2020 and 2019:
| Years ended December 31, | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Quant & Solutions | Other | Total | Quant & Solutions | Liquid Alpha | Other | Total | ||||||||||||||||||||||||||
| Fixed compensation & benefits | $ | 79.1 | $ | 18.1 | $ | 97.2 | $ | 73.7 | $ | 26.9 | $ | 25.1 | $ | 125.7 | ||||||||||||||||||
| General and administrative expense | 60.5 | 13.0 | 73.5 | 56.9 | 12.4 | 18.7 | 88.0 | |||||||||||||||||||||||||
| Depreciation and amortization | 21.2 | 0.9 | 22.1 | 18.4 | 0.1 | 1.3 | 19.8 | |||||||||||||||||||||||||
| Total ENI Operating Expenses | $ | 160.8 | $ | 32.0 | $ | 192.8 | $ | 149.0 | $ | 39.4 | $ | 45.1 | $ | 233.5 | ||||||||||||||||||
| Variable compensation | 100.8 | 28.8 | 129.6 | 72.8 | 29.0 | 6.1 | 107.9 | |||||||||||||||||||||||||
| Affiliate key employee distributions | 12.4 | 1.0 | 13.4 | 4.3 | 3.9 | 0.3 | 8.5 | |||||||||||||||||||||||||
| Total Expenses | $ | 274.0 | $ | 61.8 | $ | 335.8 | $ | 226.1 | $ | 72.3 | $ | 51.5 | $ | 349.9 |
| Year ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2019 | |||||||||||||||
| Quant & Solutions | Liquid Alpha | Other | Total | |||||||||||||
| Fixed compensation & benefits | $ | 79.4 | $ | 34.2 | $ | 30.7 | $ | 144.3 | ||||||||
| General and administrative expense | 66.0 | 19.7 | 25.9 | 111.6 | ||||||||||||
| Depreciation and amortization | 15.2 | 0.2 | 0.8 | 16.2 | ||||||||||||
| Total ENI Operating Expenses | $ | 160.6 | $ | 54.1 | $ | 57.4 | $ | 272.1 | ||||||||
| Variable compensation | 75.6 | 43.7 | 12.0 | 131.3 | ||||||||||||
| Affiliate key employee distributions | 6.4 | 13.7 | — | 20.1 | ||||||||||||
| Total Expenses | $ | 242.6 | $ | 111.5 | $ | 69.4 | $ | 423.5 |
Quant & Solutions Segment ENI Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: Quant & Solutions ENI operating expense increased $11.8 million, or 7.9%, from $149.0 million for the year ended December 31, 2020 to $160.8 million for the year ended December 31, 2021. The increase was driven by 7.3% higher ENI fixed compensation and benefits expense resulting from higher headcount and 6.3% higher ENI general and administrative expense primarily due to increased portfolio administrative and systems costs. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation, and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. Quant & Solutions ENI variable compensation expense increased 38.5% as a result of higher earnings before variable compensation, including performance fees. Affiliate key employee distributions attributable to Quant & Solutions increased 188.4%, primarily due to higher Quant & Solutions ENI earnings after variable compensation as well as the leveraged nature of the sharing agreement.
69
Year ended December 31, 2020 compared to year ended December 31, 2019: Quant & Solutions ENI operating expense decreased $(11.6) million, or (7.2)%, from $160.6 million for the year ended December 31, 2019 to $149.0 million for the year ended December 31, 2020. The decrease was driven by (7.2)% lower ENI fixed compensation and benefits expense resulting from headcount reduction and (13.8)% lower ENI general and administrative expense such as travel reflecting the impact of COVID-19 and cost-saving initiatives. Quant & Solutions ENI variable compensation expense, which is based on contractual arrangements, decreased (3.7)%, as a result of lower earnings before variable compensation. Affiliate key employee distributions attributable to Quant & Solutions decreased (32.8)%, primarily due to lower Quant & Solutions ENI earnings after variable compensation.
Liquid Alpha Segment ENI Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: Liquid Alpha ENI operating expense was $39.4 million for the year ended December 31, 2020 and was comprised of the ENI expense from Barrow Hanley and Copper Rock. There was no Liquid Alpha ENI expense for the year ended December 31, 2021 as the Liquid Alpha segment no longer constituted as a reportable segment.
Year ended December 31, 2020 compared to year ended December 31, 2019: Liquid Alpha ENI operating expense decreased $(14.7) million, or (27.2)%, from $54.1 million for the year ended December 31, 2019 to $39.4 million for the year ended December 31, 2020. The decrease was driven by (21.3)% lower ENI fixed compensation and benefits expense and (37.1)% lower ENI general and administrative expense driven by the Barrow Hanley and Copper Rock dispositions. Liquid Alpha ENI variable compensation expense, which is based on contractual arrangements, decreased (33.6)%, as a result of lower pre-variable compensation earnings. Affiliate key employee distributions attributable to Liquid Alpha decreased (71.5)%, primarily driven by dispositions and lower Liquid Alpha ENI earnings after variable compensation.
Other ENI Expense
Year ended December 31, 2021 compared to year ended December 31, 2020: Other ENI operating expense decreased $(13.1) million or (29.0)%, from $45.1 million for the year ended December 31, 2020 to $32.0 million for the year ended December 31, 2021. The decrease was driven by (27.9)% lower ENI fixed compensation and benefits expense resulting from dispositions, and (30.5)% lower ENI general and administrative expense resulting from cost-saving initiatives. Other ENI variable compensation expense increased 372.1% due to an increase in variable compensation at Campbell Global as a result of higher earnings, and an increase in Center variable compensation.
Year ended December 31, 2020 compared to year ended December 31, 2019: Other ENI operating expense decreased $(12.3) million, or (21.4)%, from $57.4 million for the year ended December 31, 2019 to $45.1 million for the year ended December 31, 2020. The decrease was driven by (18.2)% lower ENI fixed compensation and benefits expense resulting from a reduction in headcount and (27.8)% lower ENI general and administrative expense resulting from cost-saving initiatives. Other ENI variable compensation expense decreased (49.2)% due to a reduction in headcount.
70
Capital Resources and Liquidity
Cash Flows
The following table summarizes certain key financial data relating to cash flows. All amounts presented exclude consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Cash provided by (used in)(1)(2) | ||||||||||
| Operating activities | $ | (4.4) | $ | 170.6 | $ | (83.3) | ||||
| Investing activities | 1,036.0 | 361.6 | 18.4 | |||||||
| Financing activities | (1,152.4) | (232.2) | (140.4) |
(1)Excludes consolidated Funds.
(2)Cash flow data shown only includes cash flows from continuing operations.
Our most significant uses of cash include share repurchases, repayment of third-party borrowings, third-party interest payments, tax payments, seed capital investments, dividends and compensation and general and administrative expenses.
Comparison for the Years Ended December 31, 2021, 2020 and 2019
Net cash provided by operating activities of continuing operations excluding consolidated Funds decreased $(175.0) million, from net cash provided of $170.6 million during the year ended December 31, 2020 to net cash used of $(4.4) million during the year ended December 31, 2021. The decrease was primarily driven by taxes paid on the gain on sales of Affiliates and discontinued operations of $163 million in 2021, as well as changes in operating assets and liabilities offset by changes in net income period over period.
Net cash provided by operating activities of continuing operations excluding consolidated Funds increased $253.9 million, from net cash used of $(83.3) million during the year ended December 31, 2019 to net cash provided of $170.6 million during the year ended December 31, 2020. The increase was primarily driven by changes in operating assets and liabilities period over period, driven largely by the Landmark earnout that was settled in the year ended December 31, 2019.
Net cash provided by investing activities of continuing operations increased $674.4 million, from $361.6 million provided in the year ended December 31, 2020 to $1,036.0 million provided in the year ended December 31, 2021. The increase was driven by sale proceeds received from the sales of Landmark, TSW, Campbell Global and ICM in 2021. Net cash provided by investing activities of continuing operations increased $343.2 million, from $18.4 million provided in the year ended December 31, 2019 to $361.6 million provided in the year ended December 31, 2020. The increase was driven by sale proceeds received from the sale of Barrow Hanley in 2020.
Net cash used in financing activities, excluding consolidated Funds, consists of share repurchases, third-party borrowings, payments made to OM plc, withholding tax payments on stock option exercises and dividend payments. Net cash used in financing activities was $(1,152.4) million, $(232.2) million and $(140.4) million for the years ended December 31, 2021, 2020 and 2019, respectively. Share repurchases and third party borrowing activity were the drivers of the changes in financing activities year over year. We paid $(1,121.7) million for share repurchases in 2021 compared to $(46.0) million in 2020 and $(239.8) million in 2019. In 2020, we paid down net $(175.0) million against third party borrowings compared to a net draw on third party borrowings of $175.0 million in 2019.
71
Working Capital and Long-Term Debt
The following table summarizes certain key financial data relating to our capital resources and liquid net assets. All amounts presented exclude the non-controlling interest portion of consolidated Funds:
| Years ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | |||||||
| Balance Sheet Data(1) | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 252.1 | $ | 371.3 | $ | 72.9 | ||||
| Investment advisory fees receivable | 167.1 | 100.6 | 139.8 | |||||||
| Investments | 4.6 | 24.7 | 124.7 | |||||||
| Total current assets | $ | 423.8 | $ | 496.6 | $ | 337.4 | ||||
| Current liabilities | ||||||||||
| Accounts payable and accrued expenses | $ | 35.2 | $ | 31.3 | $ | 39.7 | ||||
| Accrued short-term incentive compensation | 117.4 | 78.3 | 98.3 | |||||||
| Notes payable and other debt(2) | 121.8 | — | — | |||||||
| Other short-term liabilities(3) | 4.7 | 10.4 | 14.9 | |||||||
| Total current liabilities | $ | 279.1 | $ | 120.0 | $ | 152.9 | ||||
| Working Capital | $ | 144.7 | $ | 376.6 | $ | 184.5 | ||||
| Long-term notes payable and other debt | $ | 273.1 | $ | 394.3 | $ | 568.8 |
(1)Excludes the non-controlling interest portion of consolidated Funds.
(2)Includes the short-term portion of our third-party borrowings. On December 17, 2021, we issued a notice for the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 (the “2031 Notes”). On January 18, 2022 we completed the full redemption of the 2031 Notes.
(3)Excluded from other short-term liabilities for each of the years presented is an income tax reserve relating to net operating losses that does not represent a current obligation of the Company. Puts related to Affiliate equity and profits interests are also excluded on a short-term basis because they are funded through recycling.
Working capital is defined as current assets less current liabilities, excluding the non-controlling interest portion of consolidated Funds. Our net working capital has been positive over the past several years and was $144.7 million at December 31, 2021. Our most significant current liabilities have been accounts payable, accrued compensation expense and the short-term portion of our third-party debt. Accrued compensation expense has primarily consisted of variable compensation accruals made throughout the year based on contractual arrangements. Our cash management practices generally require that working capital be maintained at a sufficient level to meet short-term operational needs at both Acadian and BSUS. Periodic distributions of Acadian earnings to BSUS and Acadian key employee equity holders are made according to our distribution policies, with BSUS having the ability to access any surplus cash at Acadian as necessary during interim periods.
72
Borrowings and Long-Term Debt
The following table summarizes our financing arrangements as of the dates indicated:
| ($ in millions) | December 31, 2021 | December 31, 2020 | Interest rate | Maturity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Third party borrowings: | ||||||||||||
| 4.80% Senior Notes Due 2026 | $ | 273.1 | $ | 272.8 | 4.80% | July 27, 2026 | ||||||
| 5.125% Senior Notes Due 2031(1) | 121.8 | 121.5 | 5.125% | August 1, 2031 | ||||||||
| Total third party borrowings | $ | 394.9 | $ | 394.3 |
(1)On December 17, 2021, we issued a notice for the full redemption of the $125 million aggregate principal amount outstanding for the 5.125% Senior Notes Due 2031. On January 18, 2022 we completed the full redemption of the 2031 Notes.
Third party borrowings
Revolving Credit Facility
On September 3, 2020, we along with Royal Bank of Canada, BMO Harris Bank, N.A., Bank of China, New York Branch, Wells Fargo Bank, National Association, Barclays Bank PLC, Morgan Stanley Bank, N.A., Bank of America N.A., the Bank of New York Mellon and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into an amendment (the “Amendment”) to the Revolving Credit Agreement dated as of August 20, 2019 (the “Original Credit Agreement”, and as amended by the Amendment, the “Amended Credit Agreement”). The Amendment included changes to the Original Credit Agreement to permit the sale of the Company's equity interests in Barrow Hanley (the “Barrow Hanley Sale”). Under the Original Credit Agreement, the Barrow Hanley Sale required consent of the Lenders given that Barrow Hanley accounted for more than 10% of our consolidated Adjusted EBITDA. The Amendment provided that, effective immediately upon the consummation of the Barrow Hanley Sale, the Lenders commitments under the Credit Agreement would be $150 million. The Barrow Hanley Sale was consummated on November 17, 2020 and the Lenders’ commitments under the Amended Credit Agreement were reduced to $150 million from thereon.
On February 23, 2021, we along with the Lenders, entered into an assignment and assumption and amendment agreement (the “Assignment”) to the Amended Credit Agreement. Pursuant to the Assignment, the Amended Credit Agreement was assigned to and assumed by Acadian and the Amended Credit Agreement was amended (the Amended Credit Agreement, as amended by the Assignment, the “Acadian Credit Agreement”) to, among other things, reduce the Lenders’ commitments thereunder to $125 million. The Acadian Credit Agreement has a maturity date of August 22, 2022.
Borrowings under the Acadian Credit Agreement bear interest, at Acadian’s option, at either the per annum rate equal to (a) the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% and (iii) the one month Adjusted LIBO Rate plus 1.0%, plus, in each case, an additional amount based on its credit rating or (b) the London interbank offered rate for a period, at our election equal to one, three or six months plus an additional amount ranging from 1.5% to 2.0%, with such additional amount based on Acadian’s Leverage Ratio (as defined below). In addition, Acadian is charged a commitment fee based on the average daily unused portion of the revolving credit facility under the Acadian Credit Agreement at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian’s Leverage Ratio.
Under the Acadian Credit Agreement, the ratio of Acadian’s third-party borrowings to Acadian’s trailing twelve months Adjusted EBITDA, as defined by the Acadian Credit Agreement (the “Leverage Ratio”), cannot exceed 2.5x and the ratio of Acadian’s trailing twelve months Adjusted EBITDA to Acadian’s interest expense (the “Interest Coverage Ratio”) must be not less than 4.0x. At December 31, 2021, Acadian’s Leverage Ratio was 0.1x and Acadian’s Interest Coverage Ratio was 293x.
73
Senior Notes
In July 2016, we issued $275.0 million of 4.80% Senior Notes due 2026 (the “2026 Notes”) and $125.0 million of 5.125% Senior Notes due 2031. We used the net proceeds of these offerings to finance the acquisition of Landmark in August 2016, purchase seed capital from OM plc, settle a Treasury rate lock contract and pay down the balance of the previous revolving credit facility.
4.80% Senior Notes Due July 2026
The $275.0 million 2026 Notes were sold at a discount of $(0.5) million and we incurred debt issuance costs of $(3.0) million, which are being amortized to interest expense over the ten-year term. The 2026 Notes can be redeemed at any time prior to the scheduled maturity in part or in aggregate, at the greater of 100% of the principal amount at that time or the sum of the remaining scheduled payments discounted at the treasury rate (as defined) plus 0.5%, together with any related accrued and unpaid interest.
5.125% Senior Notes Due August 2031
The $125.0 million 2031 Notes incurred debt issuance costs of $(4.3) million, which are being amortized to interest expense over the fifteen-year term. The 2031 Notes can be redeemed at any time, on or after August 1, 2019, at a redemption price equal to 100.0% of the principal amount together with any related accrued and unpaid interest. On December 17, 2021, we issued a notice for the full redemption of the $125 million aggregate principal amount outstanding. On January 18, 2022 we completed the full redemption of the 2031 Notes. The redemption price for the 2031 Notes was $1,011.53 per $1,000.00 of principal amount of the 2031 Notes, which is equal to 100% of the principal amount, plus accrued and unpaid interest on the principal amount being redeemed up to, but excluding, the date of redemption. The aggregate interest paid upon redemption was approximately $1.4 million.
As of December 31, 2021, we were in compliance with the required covenants related to borrowings and debt facilities.
Other Compensation Liabilities
Other compensation liabilities principally consist of cash-settled Affiliate equity and profit interests liabilities held by certain Affiliate key employees, and voluntary deferred compensation plans. The following table summarizes our other compensation liabilities:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | ||||
| Share-based payments liability | $ | 28.1 | $ | 25.0 | ||
| Affiliate profit interests liability | 30.6 | 0.8 | ||||
| Employee equity | 58.7 | 25.8 | ||||
| Voluntary deferral plan liability | 45.0 | 48.0 | ||||
| Total | $ | 103.7 | $ | 73.8 |
Share-based payments liability represents the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is considered an equity award under U.S. GAAP based on the terms and conditions attached to these interests. Profit interests represent the value of Affiliate key employee-owned equity that may under certain circumstances be repurchased by us that is not considered an equity award under U.S. GAAP, but rather a form of compensation arrangement, based on the terms and conditions attached to these interests. Our obligation in any given period in respect of funding these potential repurchases of Affiliate equity is limited to only that portion that may be put to us by Affiliate key employees, which is typically capped annually under the terms of these arrangements such that we are not required to repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Affiliate key employees.
74
Certain of our key employees are eligible to participate in our voluntary deferral plan, or VDP, which provides our senior personnel the opportunity to voluntarily defer a portion of their compensation. There is a voluntary deferral plan investment balance included in investments on the Consolidated Balance Sheets that corresponds to this deferral liability.
Additionally, we have recorded accrued incentive compensation of $117.4 million and $78.3 million on the Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively. Included within the accrued incentive compensation balance is the vested portion of Acadian’s deferred compensation pool. Acadian’s deferred compensation pool is based on a contractual percentage of Acadian performance fee revenues and post-bonus profits, and is subject to a three-year vesting period. Compensation expense is recognized over the requisite service period. Unamortized compensation expense related to the unvested portion of the deferred compensation pool of $13.8 million and $13.8 million is expected to be recognized in the years ending December 31, 2022 and 2023, respectively.
For additional discussion of our compensation programs, please refer to the compensation discussions contained within our definitive proxy statement for our 2022 annual meeting of shareholders incorporated herein by reference.
Supplemental Liquidity Measure—Adjusted EBITDA
As supplemental information, we provide information regarding Adjusted EBITDA, which we define as economic net income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP liquidity measure that we provide in addition to, but not as a substitute for, cash flows from operating activities. It should be noted that our calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. We believe Adjusted EBITDA is a useful liquidity metric because it indicates our ability to make further investments in our business, service debt and meet working capital requirements.
75
The following table reconciles our U.S. GAAP net income attributable to controlling interests to EBITDA to Adjusted EBITDA to economic net income for the years ended December 31, 2021, 2020 and 2019:
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | 2019 | ||||||
| Net income attributable to controlling interests | $ | 828.4 | $ | 286.7 | 223.9 | ||||
| Net interest expense to third parties | 24.6 | 27.9 | 30.0 | ||||||
| Income tax expense (including tax expenses related to discontinued operations) | 306.7 | 112.1 | 18.0 | ||||||
| Depreciation and amortization (including intangible assets and discontinued operations) and goodwill impairment | 25.4 | 44.1 | 23.8 | ||||||
| EBITDA | $ | 1,185.1 | $ | 470.8 | 295.7 | ||||
| Non-cash compensation costs, including revaluation of Affiliate key employee-owned equity and profit interests | 34.8 | (12.4) | (67.9) | ||||||
| EBITDA of discontinued operations attributable to controlling interests | (960.2) | (62.0) | (41.9) | ||||||
| (Gain) loss on seed and co-investments | (5.7) | (1.6) | (18.7) | ||||||
| Restructuring(1) | (43.5) | (230.2) | 9.2 | ||||||
| Custody fees on seed portfolio | — | 0.1 | — | ||||||
| Capital transaction costs | 1.2 | 0.2 | 2.7 | ||||||
| Adjusted EBITDA | 211.7 | 164.9 | 179.1 | ||||||
| ENI net interest expense to third parties | (22.3) | (21.6) | (21.0) | ||||||
| Depreciation and amortization(2) | (24.0) | (22.5) | (16.2) | ||||||
| Tax on economic net income | (47.1) | (32.5) | (37.7) | ||||||
| Economic net income | $ | 118.3 | $ | 88.3 | 104.2 |
(1)Included in restructuring for the year ended December 31, 2021 are $3.8 million of restructuring costs at the Center and Affiliates, $1.2 million costs associated with the transfer of an insurance policy from our former Parent, and the gain on sale of Affiliates of $48.6 million. Included in restructuring for the year ended December 31, 2020 are $9.4 million of restructuring costs at the Center and Affiliates, $1.6 million costs associated with the transfer of an insurance policy from our former Parent and the gain on sale of Affiliates of $241.3 million. Included in restructuring for the year ended December 31, 2019 are $6.7 million of restructuring costs at the Center and Affiliates and $2.5 million of costs incurred in connection with our redomicile to the U.S.
(2)The years ended December 31, 2021 and 2020 include non-cash equity-based award amortization expense.
For a full discussion regarding the items excluded from Adjusted EBITDA above and the calculation of economic net income, refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.”
Limitations of Adjusted EBITDA
As a non-GAAP, unaudited liquidity measure and derivation of EBITDA, Adjusted EBITDA has certain material limitations. It does not include cash costs associated with capital transactions and excludes certain U.S. GAAP expenses that fall outside the definition of EBITDA. Each of these categories of expense represents costs to us of doing business, and therefore any measure that excludes any or all of these categories of expense has material limitations.
76
Future Capital Needs
We believe that our available cash and cash equivalents to be generated from operations, supplemented by short-term and long-term financing, as necessary, will be sufficient to fund current operations and capital requirements for at least the next twelve months, as well as our day-to-day operations and future investment requirements. Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability, our relative levels of debt and equity and the overall condition of the credit markets.
Commitments, Contingencies and Off-Balance Sheet Obligations
Indemnifications
In the normal course of business, such as through agreements to enter into business combinations with and divestitures of Affiliates, we occasionally enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred.
Off-Balance Sheet Obligations
Off-balance sheet arrangements, as defined by the SEC, include certain contractual arrangements pursuant to which a company has an obligation, such as certain contingent obligations, certain guarantee contracts, retained or contingent interests in assets transferred to an unconsolidated entity, certain derivative instruments classified as equity or material variable interests in unconsolidated entities that provide financing, liquidity, market risk or credit risk support. Disclosure is required for any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity or capital resources. We generally do not enter into off-balance sheet arrangements, other than those described in “Contractual Obligations” as well as Note 6 and Note 15 to our Consolidated Financial Statements included in Item 8 herein, “Variable Interest Entities” and “Commitments and Contingencies”, respectively.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2021:
| Payments due by period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 years | |||||||||||||
| Contractual Obligations | ||||||||||||||||||
| Third party borrowings(2) | $ | 400.0 | $ | 125.0 | $ | — | $ | 275.0 | $ | — | ||||||||
| Lease obligations | 94.5 | 6.2 | 16.6 | 15.3 | 56.4 | |||||||||||||
| Co-investment obligations | 0.2 | 0.2 | — | — | — | |||||||||||||
| Maximum Affiliate equity and profits interests repurchase obligations(1) | 58.7 | 5.9 | 11.8 | 11.8 | 29.2 | |||||||||||||
| Total contractual obligations | $ | 553.4 | $ | 137.3 | $ | 28.4 | $ | 302.1 | $ | 85.6 |
(1)Represents amortized amounts held by Acadian key employees. Our actual funding of these potential repurchases of Acadian equity and profits interests is limited to only that portion that may be put to us by Acadian key employees or that we decide to call to facilitate succession planning at Acadian, which is typically capped annually such that we do not repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian key employees. Any equity or profits interests repurchased by us are used to fund a portion of variable compensation awards resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity.
77
(2)On December 17, 2021, we issued a notice for the full redemption of the $125 million aggregate principal amount outstanding for the 5.125% Senior Notes Due 2031. On January 18, 2022 we completed the full redemption of these Senior Notes.
Critical Accounting Policies and Estimates
Our significant accounting policies are disclosed in Item 8, Financial Statements and Supplementary Data - Note 2, “Significant Accounting Policies." The accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. These accounting policies and estimates are discussed below; however, the additional accounting policy detail in the footnote previously referenced is important to the discussion of each of the topics. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future.
Share-based compensation plans
We recognize the cost of all share-based payments to directors, senior management and employees, including grants of restricted stock and stock options, as compensation expense in the Consolidated Statements of Operations over the respective vesting periods.
Awards made under our equity plans are accounted for as equity-settled, and the grant date fair value is recognized as compensation expense over the requisite service period, with a corresponding contribution to additional paid-in capital. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on our closing share price as quoted on the New York Stock Exchange on the measurement date. For performance-based awards and stock options, a Monte-Carlo simulation model is used to determine the fair value. Key inputs for the model include: assumed reinvestment of dividends, risk-free interest rate and expected volatility. All excess tax benefits and deficiencies on share-based payment awards are recognized as income tax expense or benefit in the Consolidated Statements of Operations. In addition, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur and excess tax benefits or deficiencies are classified with other income tax cash flows as an operating activity in the Consolidated Statements of Cash Flows. We recognize forfeitures as they occur.
We have compensation arrangements with certain of our Affiliates whereby in exchange for continued service, Affiliate equity is either purchased by or granted to Affiliate key employees and may be repurchased either by Affiliate key employees or by us at a future date, subject to service requirements having been met. Awards of equity made to Affiliate key employees are accounted for as cash-settled, with the fair value recognized as compensation expense over the requisite service period, with a corresponding liability carried within other compensation liabilities on the Consolidated Balance Sheets until the award is settled by us. The fair values of the liabilities are determined with the assistance of third party valuation specialists using discounted cash flow analyses which incorporate assumptions for the forecasted earnings information, market risk adjustments, discount rates and post-vesting restrictions. While we believe all assumptions used in determining the fair value of the liabilities are reasonable and appropriate, certain assumptions are subjective and changes in these assumptions could result in different fair value amounts.
78
Taxation
We file tax returns directly with the U.S., U.K., state tax authorities and in other foreign jurisdictions. These tax returns represent our filing positions within each jurisdiction and settle our tax liabilities. Each jurisdiction has the right to audit those tax returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determinations of our annual provisions are subject to judgments and estimates, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements. As a result, it is likely that additions to, or reductions of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.
Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred tax asset, we consider the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryback and carry forward periods, among other factors. The deferred tax assets decreased by $98.5 million during the year due to the utilization of deferred tax assets in connection with the sale of the Company’s interests in Landmark and TSW.
We utilize a specific recognition threshold and measurement attribute for the Consolidated Financial Statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The prescribed two-step process for evaluating a tax position involves first determining whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. If it is, the second step then requires a company to measure this tax position benefit as the largest cumulative amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Unrecognized tax benefits and related interest and penalties, are adjusted periodically to reflect changing facts and circumstances.
Recent Accounting Developments
See discussion of Recent Accounting Developments in Note 2 of the accompanying Consolidated Financial Statements.