BRIGHTSPHERE INVESTMENT GROUP INC. Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to the "Company", "BrightSphere" or "BSIG" refer toBrightSphere Investment Group Inc. , and references to "we," "our" and "us" refer to BSIG and its consolidated subsidiaries, excluding discontinued operations. References to the holding company or "Center" excluding the Affiliates refer toBrightSphere Inc. , or "BSUS," aDelaware corporation and wholly owned subsidiary of BSIG. Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to "Affiliates" or an "Affiliate" refer to the asset management firms in which we have or had an ownership interest. References in this Quarterly Report on Form 10-Q to "OM plc " refer toOld Mutual plc , our former parent. None of the information in this Quarterly Report on Form 10-Q constitutes either an offer or a solicitation to buy or sell any of our Affiliate's products or services, nor is any such information a recommendation for any of our Affiliate'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 elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. See "Forward-Looking Statements" at the end of this Item 2 for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below. This Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.
Our MD&A is presented in five sections:
•Overview provides a brief description of our business. It includes information on our reporting segment and underlying Affiliate, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by strategy, client type and location, and net flows by segment, client type and client location. •U.S. GAAP Results of Operations for the Three Months EndedMarch 31, 2023 and 2022 includes an explanation of changes in ourU.S. GAAP revenue, expense and other items for the three months endedMarch 31, 2023 and 2022, as well as keyU.S. GAAP operating metrics. •Non-GAAP Supplemental Performance Measure - Economic Net Income and Segment Analysis includes an explanation of the key differences betweenU.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation betweenU.S. GAAP net income attributable to controlling interests and ENI for the three months endedMarch 31, 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; Adjusted EBITDA;Future Capital Needs; Borrowings and Long-Term Debt. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation ofU.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. 25
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Overview
We are a global asset management holding company headquartered inBoston, Massachusetts . We historically held interests in a group of investment management firms (the "Affiliates") individually headquartered inthe 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. 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.
The Economics of Our Business
Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. Approximately 80% of our management fees for the three months endedMarch 31, 2023 were calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. 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$13 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 equity or profit interests distribution to our employees.
Variable compensation is the portion of earnings that is contractually allocated
to Acadian employees as a bonus pool, typically representing a fixed percentage
of earnings before variable compensation, which is measured as revenues less
fixed compensation and benefits and other operating and administrative expenses.
Profits after variable compensation are shared between us and Acadian key
employee equity holders according to our respective equity or profit interests
ownership. The sharing of profits in this manner ensures that the economic
interests of Acadian key employees and those of BSUS are aligned, both in terms
of generating strong annual earnings as well as investing those earnings back
into the business in order to generate growth over the long term. We view profit
sharing as an attractive operating model, as it allows us to share in the
benefits of operating leverage as the business grows, and ensures all equity and
profit interests holders are incentivized to achieve that growth.
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Equity or profit interests owned by Acadian key employees are awarded as part of
their variable compensation arrangements. Over time, key employee-owned equity
or profit interests are recycled from one generation of employee-owners to the
next, either by the next generation purchasing equity or profit interests
directly from retiring principals, or by key employees forgoing cash bonuses in
exchange for the equivalent value in Acadian equity or profit interests. The
recycling of equity or profit interests is often facilitated by BSUS; see "-U.S.
GAAP Results of Operations-U.S. GAAP Expenses-Compensation and Benefits Expense"
for a further discussion.
How We Measure Performance
We manage our business based on one segment, reflecting how our management assesses the performance of our business.
In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability. ENI differs from net income determined in accordance withU.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 equity-accounted Affiliate. Revenue included within ENI differs fromU.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 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 fromU.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 underU.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Fund that is attributable to the outside investors or clients of the consolidated Fund is included in "Non-controlling interests" in our Condensed Consolidated Financial Statements. Conversely, "controlling interests" is the portion of revenue or expense that is attributable to our stockholders.
For a more detailed discussion of the differences between
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Summary Results of Operations
The following table summarizes our unaudited results of operations for the three
months ended
Three Months Ended March
($ in millions, unless otherwise noted) 31,
2023 vs.
2023 2022 2022
U.S. GAAP Basis
Revenue $ 91.8 $ 112.2 $ (20.4)
Pre-tax income attributable to controlling interests 17.1 33.4 (16.3)
Net income attributable to controlling interests 12.0 23.8 (11.8)
U.S. GAAP operating margin(1) 21.6 % 38.5 % (1693) bps
Earnings per share, basic ($) $ 0.29 $ 0.54 $ (0.25)
Earnings per share, diluted ($) $ 0.28 $ 0.53 $ (0.25)
Basic shares outstanding (in millions) 41.4 44.0 (2.6)
Diluted shares outstanding (in millions) 42.7 45.3 (2.6)
Economic Net Income Basis(2)(3)
(Non-GAAP measure used by management)
ENI revenue(4) $ 91.1 $ 112.2 $ (21.1)
Pre-tax economic net income(5) 16.2 32.2 (16.0)
Adjusted EBITDA 23.6 43.0 (19.4)
ENI operating margin(6) 22.8 % 34.5 % (1166) bps
Economic net income(7) 11.8 23.4 (11.6)
ENI diluted EPS ($) $ 0.28 $ 0.52 $ (0.24)
Other Operational Information
Assets under management (AUM) at period end (in billions) $ 97.5 $ 110.2 $ (12.7)
Net client cash flows (in billions) 0.1 (2.2) 2.3
Annualized revenue impact of net flows(8) 1.0 (1.1) 2.1
(1)
(2)Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation toU.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 costs associated with the transfer of an insurance policy from our former Parent of$0.4 million for the three months endedMarch 31, 2023 . Excludes restructuring costs at Acadian of$0.1 million and costs associated with the transfer of an insurance policy from our former Parent of$0.3 million for the three months endedMarch 31, 2022 .
(4)ENI revenue is the ENI measure which corresponds to
(5)Pre-tax economic net income is the ENI measure which corresponds to
(6)ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin corresponds to ourU.S. GAAP operating margin (excluding the effect of consolidated Funds).
(7)Economic net income is the ENI measure which is most directly comparable to
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(8)Annualized revenue impact of net flows represents annualized management fees
expected to be earned on new accounts and net assets contributed to existing
accounts, less the annualized management fees lost on terminated accounts or net
assets withdrawn from existing accounts, plus revenue impact from reinvested
income and distribution. The annualized management fees are calculated by
multiplying the annual gross fee rate for the relevant account by the net assets
gained in the account in the event of a positive flow, excluding any current or
future market appreciation or depreciation, or the net assets lost in the
account in the event of an outflow, excluding any current or future market
appreciation or depreciation. In addition, reinvested income and distribution
for the segment is multiplied by average fee rate for the segment to compute the
revenue impact. For a further discussion of the uses and limitations of the
annualized revenue impact of net flows, see "Assets Under Management" herein.
Assets Under Management
The following table presents our assets under management as of each of the dates indicated: ($ in billions) March 31, 2023 December 31, 2022 Acadian Asset Management $ 97.5 $ 93.6 Our strategies include:
i.Developed Markets equity, which includes Quant & Solutions
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) March 31, 2023 December 31, 2022
Developed Markets 76.0 73.2
Emerging Markets 21.5 20.4
Total assets under management $ 97.5 $ 93.6
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The following table shows assets under management by client type as of each of
the dates indicated:
($ in billions) March 31, 2023 December 31, 2022
AUM % of total AUM % of total
Public/Government $ 41.2 42.3 % $ 39.3 42.0 %
Commingled Trust/UCITS 22.7 23.3 % 21.7 23.2 %
Corporate/Union 13.7 14.1 % 13.1 14.0 %
Sub-advisory 11.9 12.2 % 11.8 12.6 %
Endowment/Foundation 3.2 3.3 % 3.1 3.3 %
Mutual Fund 0.7 0.7 % 0.6 0.6 %
Other 4.1 4.1 % 4.0 4.3 %
Total assets under management $ 97.5 $ 93.6
The following table shows assets under management by client location as of each
of the dates indicated:
($ in billions) March 31, 2023 December 31, 2022
AUM % of total AUM % of total
U.S. $ 65.0 66.7 % $ 62.7 67.0 %
Europe 16.9 17.3 % 16.3 17.4 %
Asia 3.9 4.0 % 3.2 3.4 %
Australia 5.8 5.9 % 5.6 6.0 %
Other 5.9 6.1 % 5.8 6.2 %
Total assets under management $ 97.5 $ 93.6 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. In addition,
reinvested income and distributions is multiplied by the average fee rate to
compute the revenue impact.
The annualized revenue impact of net flows metric is designed to provide
investors with a better indication of the potential financial impact of net
client cash flows, however it has certain limitations. For instance, it does not
include assumptions for the next twelve months' market appreciation or
depreciation and investment performance associated with the assets gained or
lost. Nor does it account for factors such as future client terminations or
additional contributions or withdrawals over the next twelve months.
Additionally, the basis points reported are fee rates based on the asset levels
at the time of the transactions and do not consider the fact that client fee
rates may change over the next twelve months.
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Table of Contents The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated:
Three Months Ended
March 31,
($ in billions, unless otherwise noted) 2023 2022
Quant & Solutions
Beginning balance $ 93.6 $ 117.2
Gross inflows 2.2 3.5
Gross outflows (3.0) (6.6)
Reinvested income and distributions 0.9 0.9
Net flows 0.1 (2.2)
Market appreciation (depreciation) 3.8 (4.8)
Ending balance $ 97.5 $ 110.2
Average AUM $ 96.4 $ 111.3
Annualized basis points: inflows 41.3 50.3
Annualized basis points: outflows 38.9 33.4
Annualized revenue impact of net flows ($ in millions) $ 1.0 $ (1.1) 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, includingU.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 Affiliate, defined contribution plans and accounts managed for high net worth clients.
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The following table summarizes our asset flows by client type for each of the
periods indicated:
($ in billions) Three Months Ended March 31,
2023 2022
Sub-advisory
Beginning balance $ 11.8 $ 14.1
Gross inflows 0.4 0.5
Gross outflows (0.7) (0.4)
Reinvested income and distributions 0.1 0.1
Net flows (0.2) 0.2
Market appreciation (depreciation) 0.3 (0.6)
Ending balance $ 11.9 $ 13.7
Institutional
Beginning balance $ 77.2 $ 97.8
Gross inflows 1.7 2.6
Gross outflows (2.2) (5.9)
Reinvested income and distributions 0.7 0.8
Net flows 0.2 (2.5)
Market appreciation (depreciation) 3.4 (4.0)
Ending balance $ 80.8 $ 91.3
Retail/Other
Beginning balance $ 4.6 $ 5.3
Gross inflows 0.1 0.4
Gross outflows (0.1) (0.3)
Reinvested income and distributions 0.1 -
Net flows 0.1 0.1
Market appreciation (depreciation) 0.1 (0.2)
Ending balance $ 4.8 $ 5.2
Total
Beginning balance $ 93.6 $ 117.2
Gross inflows 2.2 3.5
Gross outflows (3.0) (6.6)
Reinvested income and distributions 0.9 0.9
Net flows 0.1 (2.2)
Market appreciation (depreciation) 3.8 (4.8)
Ending balance 97.5 110.2
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Our categorization by client location includes:
i.
ii. Non-
The following table summarizes asset flows by client location for each of the
periods indicated:
($ in billions) Three Months Ended March 31,
2023 2022
U.S.
Beginning balance $ 62.7 $ 77.1
Gross inflows 1.2 2.4
Gross outflows (2.1) (2.3)
Reinvested income and distributions 0.6 0.6
Net flows (0.3) 0.7
Market appreciation (depreciation) 2.6 (2.9)
Ending balance $ 65.0 $ 74.9
Non-U.S.
Beginning balance $ 30.9 $ 40.1
Gross inflows 1.0 1.1
Gross outflows (0.9) (4.3)
Reinvested income and distributions 0.3 0.3
Net flows 0.4 (2.9)
Market appreciation (depreciation) 1.2 (1.9)
Ending balance $ 32.5 $ 35.3
Total
Beginning balance $ 93.6 $ 117.2
Gross inflows 2.2 3.5
Gross outflows (3.0) (6.6)
Reinvested income and distributions 0.9 0.9
Net flows 0.1 (2.2)
Market appreciation (depreciation) 3.8 (4.8)
Ending balance $ 97.5 $ 110.2
At March 31, 2023 , our total assets under management were $97.5 billion , an
increase of $3.9 billion , or 4.2%, compared to $93.6 billion at December 31,
2022 and a decrease of $(12.7) billion , or (11.5)%, compared to $110.2 billion
at March 31, 2022 . The decrease in assets under management compared to March 31,
2022 is a result of equity market and currency depreciation, and net outflows in
the last twelve months. The change in assets under management during the three
months ended March 31, 2023 reflects net market appreciation of $3.8 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.
33-------------------------------------------------------------------------------- Table of Contents For the three months endedMarch 31, 2023 , our net flows were$0.1 billion compared to$(2.2) billion for the three months endedMarch 31, 2022 . The change in net flows during the three months endedMarch 31, 2023 compared to the three months endedMarch 31, 2022 was primarily driven by lower outflows in the three months endedMarch 31, 2023 . Reinvested income and distributions of$0.9 billion and$0.9 billion are reflected in the net flows for the three months endedMarch 31, 2023 andMarch 31, 2022 , respectively. For the three months endedMarch 31, 2023 , the annualized revenue impact of the net flows was$1.0 million compared to$(1.1) million for the three months endedMarch 31, 2022 . Gross inflows of$2.2 billion in the three months endedMarch 31, 2023 yielded approximately 41 bps compared to$3.5 billion yielding approximately 50 bps in the year-ago period. Gross outflows of$(3.0) billion yielded approximately 39 bps in the three months endedMarch 31, 2023 compared to$(6.6) billion yielding approximately 33 bps in the year-ago period.
Our
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