BRIGHTSPHERE INVESTMENT GROUP PLC, 10-K filed on 2/28/2019
Annual Report
v3.10.0.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2018
Feb. 26, 2019
Jun. 30, 2018
Document and Entity Information      
Entity Registrant Name BrightSphere Investment Group plc    
Entity Central Index Key 0001611702    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    
Document Type 10-K    
Document Period End Date Dec. 31, 2018    
Document Fiscal Year Focus 2018    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Emerging Growth Company false    
Entity Small Business false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   92,023,923  
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Public Float     $ 1,153,016,813
v3.10.0.1
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2018
Dec. 31, 2017
Assets    
Investments (includes balances reported at fair value of $196.6 and $182.6) $ 323.3 $ 381.1
Goodwill 274.6 274.6
Deferred tax assets 270.1 240.6
Investments, at fair value 321.4 319.3
Total assets 1,553.7 1,491.7
Liabilities and shareholders’ equity    
Other compensation liabilities 649.2 479.0
Total liabilities 1,377.6 1,320.4
Commitments and contingencies
Equity:    
Total equity and redeemable non-controlling interests in consolidated Funds 176.1 171.3
Total liabilities and equity 1,553.7 1,491.7
Consolidated Entity Excluding Consolidated Funds    
Assets    
Cash and cash equivalents 340.6 186.3
Investment advisory fees receivable 159.1 208.3
Income taxes receivable 3.9 30.0
Fixed assets, net 49.0 41.7
Investments (includes balances reported at fair value of $196.6 and $182.6) 198.5 244.4
Acquired intangibles, net 71.7 78.3
Goodwill 274.6 274.6
Other assets 41.6 33.6
Deferred tax assets 270.1 240.6
Investments, at fair value 196.6 182.6
Liabilities and shareholders’ equity    
Accounts payable and accrued expenses 54.3 54.9
Accrued incentive compensation 171.0 186.1
Amounts due to OM plc 33.0 59.1
Other compensation liabilities 649.2 479.0
Accrued income taxes 53.6 96.2
Non-recourse borrowings 0.0 33.5
Third party borrowings 393.3 392.8
Other liabilities 8.3 8.3
Equity:    
Ordinary shares (nominal value $0.001; 105,160,021 and 109,720,358 shares, respectively, issued) 0.1 0.1
Shareholders’ equity 124.1 96.9
Accumulated other comprehensive loss (20.9) (21.6)
Non-controlling interests 1.6 1.3
Consolidated Funds    
Assets    
Other assets 14.9 3.1
Cash and cash equivalents, restricted 4.9 14.1
Investments, at fair value 124.8 136.7
Liabilities and shareholders’ equity    
Accounts payable and accrued expenses 13.1 2.5
Other liabilities 0.1 0.1
Securities sold, not yet purchased, at fair value 1.7 7.9
Redeemable non-controlling interests in consolidated Funds 41.9 44.0
Equity:    
Non-controlling interests $ 29.3 $ 50.6
v3.10.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2018
Dec. 31, 2017
Investments, fair value (in dollars) $ 321.4 $ 319.3
Consolidated Entity Excluding Consolidated Funds    
Investments, fair value (in dollars) $ 196.6 $ 182.6
Ordinary shares, nominal value (in dollars per share) $ 0.001 $ 0.001
Ordinary shares, issued shares (in shares) 105,160,021 109,720,358
v3.10.0.1
Consolidated Statements of Operations - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Revenue:      
Revenue $ 905.0 $ 858.0 $ 659.9
Total revenue 928.2 887.4 663.5
Operating expenses:      
Amortization of acquired intangibles 6.6 6.6 2.6
Total operating expenses 844.4 816.4 507.9
Operating income 83.8 71.0 155.6
Non-operating income and (expense):      
Total non-operating income 51.4 71.0 5.2
Income from continuing operations before taxes 135.2 142.0 160.8
Income tax expense 5.0 132.8 40.8
Income from continuing operations 130.2 9.2 120.0
Gain (loss) on disposal of discontinued operations, net of tax 0.1 (0.1) 6.2
Net income 130.3 9.1 126.2
Net income attributable to controlling interests $ 136.4 $ 4.2 $ 126.4
Earnings Per Share, Basic and Diluted [Abstract]      
Earnings per share (basic) attributable to controlling interests (in dollars per share) $ 1.27 $ 0.04 $ 1.05
Earnings per share (diluted) attributable to controlling interests (in dollars per share) 1.26 0.04 1.05
Continuing operations earnings per share (basic) attributable to controlling interests (in dollars per share) 1.27 0.04 0.98
Continuing operations earnings per share (diluted) attributable to controlling interests (in dollars per share) $ 1.26 $ 0.04 $ 0.98
Weighted average ordinary shares outstanding (in shares) 107,431,821 110,708,598 119,236,370
Weighted average diluted ordinary shares outstanding (in shares) 107,623,192 111,381,142 119,520,113
Consolidated Entity Excluding Consolidated Funds      
Revenue:      
Other revenue $ 9.6 $ 1.2 $ 0.9
Operating expenses:      
Compensation and benefits 696.4 682.8 397.4
General and administrative expense 126.0 112.9 98.3
Amortization of acquired intangibles 6.6 6.6 2.6
Depreciation and amortization 14.5 11.7 9.4
Non-operating income and (expense):      
Investment income 66.5 27.4 17.2
Interest income 3.2 0.8 0.4
Interest expense (24.9) (24.5) (11.3)
Revaluation of DTA deed 20.0 51.8 0.0
Gain (loss) on disposal of discontinued operations, net of tax 0.1 (0.1) 6.2
Consolidated Funds      
Revenue:      
Total revenue 3.8 1.7 0.1
Operating expenses:      
Total operating expenses 0.9 2.4 0.2
Non-operating income and (expense):      
Net consolidated Funds’ investment gains (losses) (13.4) 15.5 (1.1)
Net income (loss) attributable to non-controlling interests in consolidated Funds (6.1) 4.9 (0.2)
Management fees | Consolidated Entity Excluding Consolidated Funds      
Revenue:      
Revenue 905.0 858.0 659.9
Performance fees | Consolidated Entity Excluding Consolidated Funds      
Revenue:      
Revenue $ 9.8 $ 26.5 $ 2.6
v3.10.0.1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Net income $ 130.3 $ 9.1 $ 126.2
Other comprehensive income (loss):      
Valuation and amortization related to derivative securities, net of tax 2.4 1.8 (20.3)
Foreign currency translation adjustment (1.7) 2.9 (3.2)
Total comprehensive income 131.0 13.8 102.7
Total comprehensive income attributable to controlling interests 137.1 8.9 102.9
Consolidated Funds      
Other comprehensive income (loss):      
Comprehensive income (loss) attributable to non-controlling interests in consolidated Funds $ (6.1) $ 4.9 $ (0.2)
v3.10.0.1
Consolidated Statements of Changes in Shareholders' Equity - USD ($)
shares in Millions, $ in Millions
Total
Consolidated Entity Excluding Consolidated Funds
Common stock
Consolidated Entity Excluding Consolidated Funds
Shareholders’ equity (deficit)
Consolidated Entity Excluding Consolidated Funds
Accumulated other comprehensive income (loss)
Consolidated Entity Excluding Consolidated Funds
Total shareholders’ equity (deficit)
Consolidated Entity Excluding Consolidated Funds
Non-controlling interests
Consolidated Funds
Consolidated Funds
Non-controlling interests
Beginning balance (in shares) at Dec. 31, 2015   120.5            
Balance beginning at Dec. 31, 2015 $ 165.9 $ 0.1 $ 168.6 $ (2.8) $ 165.9 $ 0.0   $ 0.0
Increase (Decrease) in Stockholders' Equity                
Issuance of ordinary shares (in shares)   0.5            
Repurchase of ordinary shares (in shares)   (6.9)            
Repurchase of ordinary shares (98.2)   (98.2)   (98.2)      
Capital contributions (redemptions) (0.4)   (0.4)   (0.4)      
Equity-based compensation 12.8   12.8   12.8      
Foreign currency translation adjustment (3.2)     (3.2) (3.2)      
Amortization of derivative securities, net of tax (20.3)     (20.3) (20.3)      
Amendment of Deferred Tax Asset Deed 19.8   19.8   19.8      
Business acquisition 1.0         1.0    
Dividends to shareholders ($0.36 per share) (13.4)   (13.4)   (13.4)      
Dividends to related parties ($0.36 per share) (25.4)   (25.4)   (25.4)      
Net income (loss) 126.4   126.4   126.4      
Ending balance (in shares) at Dec. 31, 2016   114.1            
Balance end at Dec. 31, 2016 165.0 $ 0.1 190.2 (26.3) 164.0 1.0   0.0
Balance start at Dec. 31, 2015             $ 0.0  
Increase (Decrease) in redeemable non-controlling interest in consolidated Funds                
Net consolidation (deconsolidation) of Funds             5.5  
Balance end at Dec. 31, 2016             5.5  
Beginning balance at Dec. 31, 2015 165.9              
Increase (Decrease) in total equity and redeemable non-controlling interest in consolidated Funds                
Repurchase of ordinary shares 0.0              
Repurchase of ordinary shares (98.2)              
Capital redemptions (0.4)              
Equity-based compensation 12.8              
Foreign currency translation adjustment (3.2)              
Amortization of derivative securities, net of tax (20.3)              
Amendment of Deferred Tax Asset Deed 19.8              
Net consolidation (deconsolidation) of Funds 5.5              
Dividends to shareholders ($0.36 per share) (13.4)              
Dividends to related parties ($0.36 per share) (25.4)              
Net income (loss) 126.4              
Ending balance at Dec. 31, 2016 170.5              
Increase (Decrease) in Stockholders' Equity                
Issuance of ordinary shares (in shares)   0.6            
Repurchase of ordinary shares (in shares)   (5.0)            
Repurchase of ordinary shares (73.1)   (73.1)   (73.1)      
Capital contributions (redemptions) (1.1)   (1.1)   (1.1)      
Equity-based compensation 15.7   15.7   15.7      
Foreign currency translation adjustment 2.9     2.9 2.9      
Amortization of derivative securities, net of tax 1.8     1.8 1.8      
Business acquisition 0.3         0.3    
Dividends to shareholders ($0.36 per share) (27.7)   (27.7)   (27.7)      
Dividends to related parties ($0.36 per share) (11.3)   (11.3)   (11.3)      
Net consolidation (deconsolidation) of Funds 50.9             50.9
Net income (loss) 3.9   4.2   4.2     (0.3)
Ending balance (in shares) at Dec. 31, 2017   109.7            
Balance end at Dec. 31, 2017 127.3 $ 0.1 96.9 (21.6) 75.4 1.3   50.6
Increase (Decrease) in redeemable non-controlling interest in consolidated Funds                
Net consolidation (deconsolidation) of Funds             (0.1)  
Capital redemptions             33.4  
Net income (loss)             5.2  
Balance end at Dec. 31, 2017             44.0  
Increase (Decrease) in total equity and redeemable non-controlling interest in consolidated Funds                
Repurchase of ordinary shares 0.0              
Repurchase of ordinary shares (73.1)              
Capital redemptions 32.3              
Equity-based compensation 15.7              
Foreign currency translation adjustment 2.9              
Amortization of derivative securities, net of tax 1.8              
Net consolidation (deconsolidation) of Funds 50.8              
Dividends to shareholders ($0.36 per share) (27.7)              
Dividends to related parties ($0.36 per share) (11.3)              
Net income (loss) 9.1              
Ending balance at Dec. 31, 2017 171.3              
Increase (Decrease) in Stockholders' Equity                
Issuance of ordinary shares (in shares)   1.0            
Repurchase of ordinary shares (in shares)   (5.5)            
Repurchase of ordinary shares (74.6)   (74.6)   (74.6)      
Capital contributions (redemptions) 9.3             9.3
Equity-based compensation 7.7   7.7   7.7      
Foreign currency translation adjustment (1.7)     (1.7) (1.7)      
Amortization of derivative securities, net of tax 2.4     2.4 2.4      
Business acquisition 0.3         0.3    
Dividends to shareholders ($0.36 per share) (42.3)   (42.3)   (42.3)      
Net consolidation (deconsolidation) of Funds (28.8)             (28.8)
Net income (loss) 134.6   136.4   136.4     (1.8)
Ending balance (in shares) at Dec. 31, 2018   105.2            
Balance end at Dec. 31, 2018 134.2 $ 0.1 $ 124.1 $ (20.9) $ 103.3 $ 1.6   $ 29.3
Increase (Decrease) in redeemable non-controlling interest in consolidated Funds                
Net consolidation (deconsolidation) of Funds             (76.7)  
Capital redemptions             78.9  
Net income (loss)             (4.3)  
Balance end at Dec. 31, 2018             $ 41.9  
Increase (Decrease) in total equity and redeemable non-controlling interest in consolidated Funds                
Repurchase of ordinary shares 0.0              
Repurchase of ordinary shares (74.6)              
Capital redemptions 88.2              
Equity-based compensation 7.7              
Foreign currency translation adjustment (1.7)              
Amortization of derivative securities, net of tax 2.4              
Net consolidation (deconsolidation) of Funds (105.5)              
Dividends to shareholders ($0.36 per share) (42.3)              
Net income (loss) 130.3              
Ending balance at Dec. 31, 2018 $ 176.1              
v3.10.0.1
Consolidated Statements of Changes in Shareholders' Equity Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - $ / shares
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Statement of Stockholders' Equity [Abstract]      
Dividends (in dollars per share) $ 0.39 $ 0.36 $ 0.32
Dividend to related party (in dollars per share)   $ 0.36 $ 0.32
v3.10.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Cash flows from operating activities:      
Net income $ 130.3 $ 9.1 $ 126.2
Adjustments to reconcile net income to net cash flows from operating activities from continuing operations:      
(Gain) loss from discontinued operations, excluding consolidated Funds (0.1) 0.1 (6.2)
Amortization of acquired intangibles 6.6 6.6 2.6
Net earnings from Affiliates accounted for using the equity method (2.7) (16.3) (16.3)
Gain on sale of investment in Affiliate (65.7) 0.0 0.0
Deferred income taxes (29.2) 93.3 19.5
Changes in operating assets and liabilities (excluding discontinued operations):      
Net cash flows from operating activities of continuing operations 254.1 225.5 124.2
Net cash flows from operating activities of discontinued operations 0.1 0.0 13.5
Total net cash flows from operating activities 254.2 225.5 137.7
Cash flows from investing activities:      
Net cash flows from investing activities of continuing operations (41.7) (31.0) (284.2)
Net cash flows from investing activities of discontinued operations 0.0 0.0 0.0
Total net cash flows from investing activities (41.7) (31.0) (284.2)
Cash flows from financing activities:      
Net cash flows from financing activities of continuing operations (67.4) (96.4) 112.9
Net cash flows from financing activities of discontinued operations 0.0 0.0 0.0
Total net cash flows from financing activities (67.4) (96.4) 112.9
Net increase (decrease) in cash and cash equivalents 145.1 98.1 (33.6)
Cash and cash equivalents at beginning of period 200.4 102.3 135.9
Cash and cash equivalents at end of period (including cash at consolidated Funds classified as restricted) 345.5 200.4 102.3
Supplemental disclosure of cash flow information:      
Income taxes paid 45.6 71.2 23.5
Supplemental disclosure of non-cash investing and financing transactions:      
Consolidation (de-consolidation) of Funds (105.5) 50.8 5.5
Consolidated Entity Excluding Consolidated Funds      
Adjustments to reconcile net income to net cash flows from operating activities from continuing operations:      
(Gain) loss from discontinued operations, excluding consolidated Funds (0.1) 0.1 (6.2)
Amortization of acquired intangibles 6.6 6.6 2.6
Depreciation and amortization 14.5 11.7 9.4
Amortization of debt-related costs 3.3 3.1 1.3
Loss on disposal of fixed assets 0.0 0.0 0.1
Amortization and revaluation of non-cash compensation awards 198.8 192.3 45.1
Net earnings from Affiliates accounted for using the equity method (2.7) (14.5) (15.1)
Distributions received from equity method Affiliates 11.9 15.4 13.5
Revaluation of DTA Deed (20.0) (51.8) 0.0
Impact of Tax Act on deferred income taxes 0.0 121.1 0.0
Deferred income taxes (24.8) (30.1) 13.3
(Gains) losses on other investments 6.1 (37.4) (3.0)
Changes in operating assets and liabilities (excluding discontinued operations):      
(Increase) decrease in investment advisory fees receivable and other amounts due from OM plc 49.5 (44.7) (3.1)
(Increase) decrease in other receivables, prepayments, deposits and other assets 21.9 (31.6) (17.6)
Increase (decrease) in accrued incentive compensation and other liabilities and amounts due to OM plc (37.3) 65.2 (14.0)
Increase (decrease) in accounts payable, accrued expenses and accrued income taxes (46.1) 15.3 (28.8)
Net cash flows from operating activities of continuing operations 252.3 224.9 123.9
Cash flows from investing activities:      
Purchase of fixed assets, excluding discontinued operations (21.7) (13.7) (13.5)
Proceeds from sale of investment in Affiliate 105.0 0.0 0.0
Business acquisitions, net of cash acquired 0.0 (1.9) (219.1)
Purchase of investment securities (103.9) (84.6) (65.0)
Sale of investment securities 78.2 89.4 13.3
Cash flows from financing activities:      
Proceeds from third party and non-recourse borrowings 15.0 76.0 450.1
Repayment of third party and non-recourse borrowings (48.5) (42.5) (148.0)
Payment to OM plc for promissory notes (4.5) 0.0 0.0
Payment to OM plc for deferred tax arrangement 0.0 (45.6) (41.4)
Payment to OM plc for co-investment redemptions (3.9) (4.8) (10.7)
Repurchase of ordinary shares (71.2) (74.1) (98.6)
Dividends paid to shareholders (31.8) (27.5) (13.1)
Dividends paid to related parties (10.7) (11.3) (25.4)
Supplemental disclosure of cash flow information:      
Interest paid (excluding consolidated Funds) 22.2 22.1 3.1
Consolidated Funds      
Cash flows from operating activities:      
Net income (loss) attributable to non-controlling interests in consolidated Funds 6.1 (4.9) 0.2
Adjustments to reconcile net income to net cash flows from operating activities from continuing operations:      
(Gains) losses on other investments 9.0 (5.6) 0.1
Changes in operating assets and liabilities (excluding discontinued operations):      
(Increase) decrease in receivables and other assets (14.1) (0.8) (0.1)
Increase (decrease) in accounts payable and other liabilities 13.0 2.1 0.5
Net cash flows from operating activities of continuing operations 1.8 0.6 0.3
Cash flows from investing activities:      
Purchase of investment securities (250.3) (145.6) (11.6)
Redemption of investments 191.2 59.8 11.2
Consolidation (de-consolidation) of Funds (40.2) 65.6 0.5
Cash flows from financing activities:      
Redeemable non-controlling interest capital raised 88.6 33.4 0.0
Supplemental disclosure of non-cash investing and financing transactions:      
Payable for securities purchased by a consolidated Fund 10.8 0.0 0.0
Consolidated Funds      
Cash flows from financing activities:      
Redeemable non-controlling interest capital redeemed $ (0.4) $ 0.0 $ 0.0
v3.10.0.1
Organization and Description of the Business
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of the Business
(“BrightSphere”, “BSIG” or the “Company”), through its subsidiaries, is a global asset management business with interests in a diverse group of boutique investment management firms (the “Affiliates”) individually headquartered in the United States. The Company provides investment management services globally to predominantly institutional investors, in asset classes that include U.S. and global equities, fixed income, alternative assets, timber and secondary Funds focused in real estate and private equity. Fees for services are largely asset-based and, as a result, the Company’s revenue fluctuates based on the performance of financial markets and investors’ asset flows in and out of the Company’s products.
The Company’s Affiliates are organized as limited liability companies. The Company generally utilizes a profit-sharing model in structuring its compensation and ownership arrangements with its Affiliates. The Affiliates’ variable compensation is generally based on each firm’s profitability. BSIG and Affiliate key employees share in profits after variable compensation according to their respective ownership interests. The profit-sharing model results in the alignment of BSIG and Affiliate key employee economic interests, which is critical to the Company’s talent management strategy and long-term growth of the business.
Prior to 2014, the Company was a wholly-owned subsidiary of Old Mutual plc (“OM plc”), an international long-term savings, protection and investment group, listed on the London Stock Exchange. On October 15, 2014, the Company completed the initial public offering (the “Offering”) by OM plc pursuant to the Securities Act of 1933, as amended. Additionally, between the Offering and December 31, 2018, the Company, OM plc and/or HNA Capital US (“HNA”) completed the following transactions in the Company’s shares, including a two-step transaction announced on March 25, 2017 for a sale by OM plc of a 24.95% shareholding in the Company to HNA and a two-step transaction announced on November 19, 2018 for a sale of the substantial majority of the ordinary shares held by HNA of the Company to Paulson & Co. (“Paulson”). On February 25, 2019, this transaction was completed and Paulson holds approximately 21.7% of the ordinary shares of the Company.
 
 
 
 
 
 
Ownership percentage following the transactions for:
 
 
Date
 
Transaction description
 
Total shares
 
OM plc
 
HNA
 
Paulson
 
Note
October 15, 2014
 
IPO of BSIG shares by OM plc
 
24,231,375

 
78.8
%
 
%
 
%
 
(1)
June 22, 2015
 
Secondary public offering by OM plc
 
15,295,000

 
65.8
%
 
%
 
%
 
(2)
December 16, 2016
 
Secondary public offering by OM plc
 
14,950,000

 

 

 
%
 
(3)
December 16, 2016
 
Repurchase and retirement of shares
by BSIG
 
6,000,000

 
51.1
%
 
%
 
%
 
(4)
May 12, 2017
 
Sale of shares from OM plc to HNA
 
11,414,676

 
40.9
%
 
9.95
%
 
%
 
(5)
May 19, 2017
 
Secondary public offering by OM plc
 
19,895,000

 

 

 
%
 
(6)
May 19, 2017
 
Repurchase and retirement of shares
by BSIG
 
5,000,000

 
20.1
%
 
10.4
%
 
%
 
(4)
November 10, 2017
 
Sale of shares from OM plc to HNA
 
15,960,553

 
5.51
%
 
24.95
%
 
%
 
(7)
November 17, 2017
 
Secondary public offering by OM plc
 
6,039,630

 
%
 
24.95
%
 
%
 
(8)
November 19, 2018
 
Sale of shares from HNA to Paulson
 
4,598,566

 
%
 
21.4
%
 
4.9
%
 
(9)
February 21, 2019
 
Repurchase and retirement of shares by BSIG
 
4,100,000

 
%
 
19.4
%
 
5.4
%
 
(4)
February 25, 2019
 
Repurchase and retirement of shares by BSIG
 
3,886,625

 
%
 
16.0
%
 
5.7
%
 
(4)
February 25, 2019
 
Sale of shares from HNA to Paulson
 
14,790,038

 
%
 
%
 
21.7
%
 
(9)
 
 
(1)
Includes 2,231,375 shares purchased by the underwriters of the offering under their overallotment option.
(2)
Includes 1,995,000 shares purchased by the underwriters of the offering under their overallotment option.
(3)
Includes 1,950,000 shares purchased by the underwriters of the offering under their overallotment option.
(4)
Purchased pursuant to the share repurchase program described below. All shares repurchased by the Company were retired.
(5)
Following the May 12, 2017 sale of shares from OM plc to HNA, on May 24, 2017, OM plc appointed Dr. Guang Yang of HNA as an OM plc director.
(6)
Includes 2,595,000 shares purchased by the underwriters of the offering under their overallotment option.
(7)
Following the November 10, 2017 sale of shares from OM plc to HNA, HNA acquired the right to appoint two directors to the Company’s board.
(8)
Upon completion of the November 17, 2017 offering, OM plc indirectly owned 1,000 of the Company’s outstanding ordinary shares.
(9)
In connection with the November 19, 2018 sale of shares from HNA to Paulson, on November 16, 2018, HNA appointed John Paulson and Dr. Guang Yang as HNA directors. The final sale of shares from HNA to Paulson was completed on February 25, 2019.
On March 2, 2018, the Company announced the change of its name from OM Asset Management plc to BrightSphere Investment Group plc.
Share Repurchase Program
On February 3, 2016, the Company’s Board of Directors authorized a $150 million share repurchase program, which was approved by shareholders on March 15, 2016. On April 18, 2018, the Company’s Board of Directors approved an amendment to the existing share repurchase contract, to permit the repurchase of ordinary shares, from time to time, up to an aggregate limit of $600 million of ordinary shares. This amendment was subsequently approved by shareholders on June 19, 2018. In 2018, the Company purchased 5,549,861 shares on the open market at a weighted average price of $13.35/share. In 2017, the Company did not purchase shares on the open market. In 2016, the Company purchased 921,740 shares on the open market at a weighted average price of $13.22/share.
On April 29, 2016, at the Company’s Annual General Meeting, shareholders (excluding OM plc) authorized a form of contract by which the Company would be permitted to repurchase shares directly from OM plc. The shareholder authorization does not contain a maximum dollar or share amount for such purchases individually or in aggregate from OM plc. On December 16, 2016 in connection with the secondary offering by OM plc, the Company repurchased 6,000,000 shares directly from OM plc at a price of $14.25/share. On May 19, 2017 in connection with the secondary offering by OM plc, the Company repurchased 5,000,000 shares directly from OM plc at a price of $14.55/share.
In January and February of 2019, the Company purchased 5,343,669 shares on the open market at a weighted average price of $12.34/share.
In February 2019, the Company announced and completed a repurchase of shares held by HNA. The Company repurchased 4,100,000 shares at a price of $13.89/share and 3,886,625 shares at a price of $13.95/share. This repurchase was conducted under the Company’s current share repurchase authorization and was funded with cash on hand and available debt capacity under the Company’s $350 million revolving credit facility.
All shares repurchased by the Company were retired.
Segment Information
The Company operates one business segment that provides investment management services and products to predominantly institutional clients. The primary measure used by the Chief Operating Decision Maker (“CODM”) in measuring performance and allocating resources is economic net income. As of December 31, 2018 and 2017, all of the Company’s material long-lived assets were domiciled in the United States. For each of the years ended December 31, 2018, 2017 and 2016, the Company’s revenue from external customers was primarily attributable to the United States.
v3.10.0.1
Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions
On August 18, 2016, the Company acquired a majority of the equity interests in Landmark Partners, LLC, (“Landmark”) a leading global secondary private equity, real estate and real asset investment firm. The Company acquired a 60% interest in Landmark in exchange for $242.7 million. An additional payment of $207.6 million was earned based on the growth of Landmark’s business and was paid in February 2019. The equity interests of Landmark purchased by the Company entitle the Company to participate in the earnings of Landmark. Certain key members of the management team of Landmark retained the remaining 40% interest in Landmark, subject to certain vesting conditions. The Company financed the acquisition through proceeds from multiple note offerings, including $275.0 million of 4.80% senior notes due July 27, 2026 and $125.0 million of 5.125% senior notes due August 1, 2031. (see Note 13)
The Company accounted for the acquisition of Landmark as a business combination which requires assets acquired and liabilities assumed to be recorded at fair value. The following table presents a summary of the acquisition-date fair values of the assets acquired and liabilities assumed for BSIG’s acquisition of Landmark (in millions):
 
 
Landmark
Purchase price
 
 
Cash
 
$
239.2

Seller’s expenses
 
3.5

Total consideration
 
242.7

Identifiable assets and liabilities
 
 
Cash
 
23.4

Receivables
 
8.5

Indefinite-life trade name
 
1.0

Amortizable intangible asset management contracts
 
85.0

Fixed assets
 
5.1

Other current assets (liabilities), net
 
(26.7
)
Assets (liabilities), net
 
(1.7
)
Total identifiable assets and liabilities
 
94.6

Goodwill
 
$
148.1


The primary aspects of the purchase price allocation relate to amortizable intangible asset management contracts, the indefinite-life trade name and goodwill, which is the amount by which the purchase price exceeds the fair value of the net assets acquired. Certain measurement period adjustments were recorded to the provisional values recorded as of December 31, 2016. These adjustments primarily related to updated estimates, which resulted in an increase to the total consideration paid of $0.3 million, a decrease to the fair value of the identifiable net assets acquired of $1.6 million and an increase to the amount recorded to goodwill of $1.9 million.
The fair value of the amortizable intangible asset management contracts was determined using the excess earnings method, a form of the income approach. The principle behind the excess earnings method is that the value of the intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible asset only. Excess earnings represent the earnings remaining after applying post-tax contributory asset charges to reflect the return required on other assets that contribute to the generation of the forecast cash flows of the intangible asset. The fair value of the trade name intangible asset was determined utilizing a relief-from-royalty method. The principle behind this method is that the value of the intangible asset is equal to the present value of the after-tax royalty savings attributable to owning the intangible asset.
The fair value for all identifiable intangible assets was based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This fair value estimate could include assets that are not intended to be used, may be sold or are intended to be used in a manner other than their best use.
The fair value of the acquired amortizable intangible asset management contracts had a useful life estimate of approximately 13.4 years at acquisition. Purchase price allocated to intangible assets and goodwill is expected to be deductible for U.S. tax purposes over a period of 15 years. Goodwill was calculated as the excess of the fair value of the consideration paid and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed.
During the year ended December 31, 2016, the Company incurred $6.1 million of transaction costs related to the acquisition of Landmark. These costs are recognized within general and administrative expense in the Consolidated Statements of Operations.
In conjunction with the acquisition, the Company entered into compensation arrangements with employees of Landmark where pre-acquisition equity units held by Landmark employees became subject to a service condition. These units are accounted for as stock-based compensation, were fair valued as of the closing date of the acquisition and vest over varying increments from December 31, 2018 through December 31, 2024. These units contain put rights that provide liquidity to the employees upon vesting and are remeasured at the end of each reporting period.
The financial results of Landmark included in the Company’s consolidated financial results for the year ended December 31, 2016 include revenues of $28.4 million, with $(13.5) million of net loss included in net income (loss) attributable to the Company, which includes amortization of intangible assets recorded in purchase accounting and compensation expense for the arrangements with employees of Landmark noted above.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined financial results of BSIG and Landmark, as though the acquisition had occurred as of January 1, 2016. The unaudited pro forma financial information reflects certain adjustments for amortization expense related to the fair value of acquired intangible assets, interest expense related to debt incurred to finance the acquisition, amortization related to stock-based compensation arrangements entered into in conjunction with the acquisition, and the income tax impact of the pro forma adjustments. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the financial results that would have been achieved had the acquisition actually occurred as of January 1, 2016 (in millions, except per-share amounts):
 
For the year ended December 31,
 
2016
Revenues
$
713.5

Total operating expenses
594.7

Income from continuing operations before taxes
109.2

Net income attributable to BSIG
91.7

Net income per share attributable to BSIG shareholders:
 
Basic
$0.77
Diluted
$0.77
v3.10.0.1
Basis of Presentation and Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies
The Company’s significant accounting policies are as follows:
Basis of presentation
These Consolidated Financial Statements reflect the historical balance sheets; statements of operations; statements of comprehensive income; statements of changes in shareholders’ equity; and statements of cash flows of the Company. Within these Consolidated Financial Statements, entities that are part of OM plc’s consolidated results, but are not part of BSIG, as defined above, as well as HNA, Paulson and their related entities, are referred to as “related parties.”
The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All dollar amounts, except per share data in the text and tables herein, are stated in millions unless otherwise indicated. Transactions between the Company and its related parties are included in the Consolidated Financial Statements, however material intercompany balances and transactions among the Company, its consolidated Affiliates and consolidated Funds are eliminated in consolidation.
Revenue recognition
Revenue from contracts with customers
On January 1, 2018, the Company adopted the provisions of Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” (“ASC 606”), using the modified retrospective method applied to all contracts. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The Company applied the five step method outlined in ASC 606 to all revenue streams.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s management fee revenue is calculated based upon levels of assets under management multiplied by a fee rate. Management fee revenue is typically calculated on a monthly or quarterly basis, but is earned continuously as performance obligations are fulfilled. The transaction price is variable in contracts which calculate AUM on an average basis over a specified period and this variability is resolved at the end of the period, when the actual average AUM for the contract period may be calculated. The Company is able to resolve the variability and calculate the most likely amount to be recognized for any given period by estimating revenue based upon a daily average AUM.
All of the Company’s performance obligations are satisfied ratably over time and there is no distinction in the methodology used to recognize management fee revenue in instances where there is more than one performance obligation. Typically, revenue is recognized over time using a time-based output measure to measure progress.

Management fees are recognized monthly as services are rendered. Affiliates that manage tangible property may also earn transaction fees at the time the underlying property is bought and sold. Any fees collected in advance are deferred and recognized as income over the period earned. Dividend income received is recorded on the ex-dividend date.
Performance fees are generally assessed as a percentage of the investment performance realized on a client’s account. Additionally, separate accounts or other products which primarily earn management fees are potentially subject to performance adjustments up or down based on investment performance versus benchmark. Performance fees, including those that are subject to clawback, are recognized when they (i) become billable to customers (based on contractual terms of agreements) and (ii) are not subject to contingent repayment.
The Company is required to capitalize certain costs directly related to the acquisition or fulfillment of a contract with a customer. The Company has noted no instances where sales-based compensation or similar costs met the definition of an incremental cost to acquire a contract with a customer under ASC 606. There are no instances where the Company has incurred costs to fulfill a contract with a customer, therefore no intangible assets related to contract acquisition or fulfillment have been recognized.
For each one of its contracts with customers, the Company identifies one or more performance obligations within the contract and then, for each performance obligation, determines if it is a principal (where the nature of its promise is to provide a specified good or service itself) or an agent (where the nature of its promise is to arrange for a good or service to be provided by another party). In instances where a customer reimburses the Company for a cost paid on the customer’s behalf, if the Company is acting as a principal, the reimbursement is recorded on a gross basis and if the Company is acting as an agent, the reimbursement is recorded on a net basis.
Certain Funds reimburse the Company’s Affiliates for certain expenses where the Affiliate is acting as a principal, primarily for compensation expense for field office personnel at several Timber Funds (as defined below). Revenue from expense reimbursement is accrued at cost as the corresponding reimbursable expenses are incurred and is recorded in other revenue in the Company’s Consolidated Statements of Operations.
Revenue from other sources
Other revenue also includes interest income on cash and cash equivalents and revenue from administration and consulting services.
The revenue of consolidated Funds that invest in Timber (the “Timber Funds”) is recognized from log and fiber sales upon delivery to the customer. The Company is typically responsible for all logging and hauling costs. However, under pay-as-cut timber contracts, title and risk of loss from stumpage sales transfer to the buyer as the trees are cut. Revenue is recognized as timber is harvested. The buyer is typically responsible for all logging and hauling costs.
Compensation arrangements
The Company operates short term variable compensation arrangements where generally, a percentage of each Affiliate’s annual pre-variable compensation earnings, as defined in each arrangement, is allocated to a “pool” of each respective Affiliate’s key employees and subsequently distributed to individuals subject to recommendation and approval of a remuneration committee comprised of both the Company’s and each respective Affiliate’s management. Variable compensation expense is accrued and recognized in the Consolidated Statements of Operations as services are provided by individual employees.
The Company operates longer term profit-interest plans whereby certain Affiliate key employees are granted (or have a right to purchase) awards representing a profits interest in their respective Affiliate, as distinct from an equity interest due to the lack of pari passu voting rights. Under these plans, the Company may award a portion of the aforementioned variable compensation arrangement through issuance of a profits interest in the Affiliate. The awards generally have a three- to five-year vesting period from the grant date, and the service period begins at the commencement of the financial period to which the variable compensation relates. Under these plans, Affiliate key employees are eligible to share in the profits of their respective Affiliates based on their respective percentage interest held.
In addition, under certain circumstances, Affiliate key employees are eligible to receive repurchase payments upon exiting the plans based on a multiple of the last twelve months profits of their respective Affiliate, as defined. Profits allocated and movements in the potential repurchase value, determined based on a fixed multiple times trailing twelve month profits, as defined, are recognized as compensation expense. Profit interests compensation liabilities are re-measured at each reporting date at the twelve month earnings multiple, with movements treated as compensation expense in the Company’s Consolidated Statements of Operations.
Share-based compensation plans
The Company recognizes 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 previously under OM plc’s restricted stock and stock options 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 capital recorded.
Awards made under the Company’s 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 capital recorded. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on the Company’s 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 statement of cash flows. The Company recognizes forfeitures as they occur.
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 Sheet until the award is settled by the Company. The fair value of the liability is based on the expected cash to be paid. The liability is revalued at each reporting period, with any movements recorded within compensation expense.
Consolidation
Affiliates
The Company evaluates each of its Affiliates and other operating entities to determine the appropriate method of accounting. Generally, majority-owned entities or otherwise controlled investments in which the Company holds a controlling financial interest as the principal shareholder, managing member, or general partner are consolidated.
Funds
In the normal course of business, the Company’s Affiliates sponsor and manage certain investment vehicles (the “Funds”). The Company assesses consolidation requirements with respect to its Funds.
In evaluating whether or not a legal entity must be consolidated, the Company determines if such entity is a variable interest entity (“VIE”) or a voting interest entity (“VOE”). A VOE is considered an entity in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns, and the right to direct the activities of the entity that most significantly impact the entity’s economic performance. A VIE is an entity that lacks one or more of the characteristics of a VOE. Assessing whether an entity is a VIE or VOE involves judgment and analysis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and equity ownership and any related party or de-facto agent implications of the Company’s involvement with the entity. Investments that are determined to be VIEs are consolidated if the Company or a consolidated Affiliate is the primary beneficiary of the investment.
In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties on a proportional basis. The primary beneficiary of the VIE is defined as the variable interest holder that has a controlling financial interest. A controlling financial interest is defined as (i) the power to direct the activities of the VIE that most significantly impacts its economic performance and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. If no single party satisfies both criteria, but the Company and its related parties satisfy the criteria on a combined basis, then the primary beneficiary is the entity out of the related party group that is most closely associated to the VIE. The consolidation analysis can generally be performed qualitatively, however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. The Company generally is not the primary beneficiary of Fund VIEs created to manage assets for clients unless the Company’s ownership interest in the fund, including interests of related parties on a proportional basis, is substantial.
The Company consolidates VOEs when it has control over significant operating, financial and investing decisions of the entity or holds the majority voting interest.
Upon the occurrence of certain events (such as contributions and redemptions, either by the Company, its Affiliates, or third parties, or amendments to the governing documents of the Company’s investees or sponsored Funds) management reviews and reconsiders its previous conclusion regarding the status of an entity as a VIE or a VOE. Additionally, management continually reconsiders whether the Company is deemed to be a VIE’s primary beneficiary who consolidates such entity.
Investments and Investment Transactions
Valuation of investments held at fair value
Valuation of Fund investments, including Timber Funds, is evaluated pursuant to the fair value methodology discussed below. Other investments are categorized as trading and recorded at estimated fair value. Realized and unrealized gains and losses arising from changes in fair value of investments are reported within investment income in the Consolidated Statements of Operations. See Note 5 for a summary of the fair value inputs utilized to determine the fair value of other investments held at fair value.
Security transactions
The Company generally records securities transactions on a trade-date basis. Realized gains and losses on securities transactions are generally determined on the average-cost method (net of foreign capital gain taxes) and for certain transactions determined based on the specific identification method.
Income and expense recognition
The Company records interest income on an accrual basis and includes amortization of premiums and accretion of discounts. Dividend income and expense on dividends sold short are recorded on the ex-dividend date, net of applicable withholding taxes. Expenses are recorded on an accrual basis.
Short sales
Certain Funds may sell a security they do not own in anticipation of a decline in the fair value of that security. When a Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. The short sales are secured by the long portfolio and available cash. The Fund records a gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, upon the termination of a short sale. The amount of the gain or loss will be equal to the proceeds received in entering into the short sale less the cost of buying back the short security to close the short position. While the transaction is open, the Fund will incur an expense for any accrued dividends or interest which is paid to the lender of the securities. These short sales may involve a level of risk in excess of the liability recognized in the accompanying Consolidated Balance Sheets. The extent of such risk cannot be quantified.
Funds’ Derivatives
Certain Funds may use derivative instruments. The Funds’ derivative instruments may include foreign currency exchange contracts, credit default swaps, interest rate swaps, financial futures contracts and warrants. The fair values of derivative instruments are recorded as other assets of consolidated Funds or other liabilities of consolidated Funds on the Company’s Consolidated Balance Sheets. The Company has used foreign exchange forwards to hedge the risk of movement in exchange rates on financial assets on a limited basis.
The Company’s Funds have not designated any financial instruments for hedge accounting, as defined in the accounting literature, during the periods presented. The gains or losses on Fund’s derivative instruments not designated for hedge accounting are included as net consolidated Funds gains or losses in the Company’s Consolidated Statements of Operations.
Foreign currency translation and transactions
Assets and liabilities of non-U.S. entities for which the local currency is the functional currency are translated at current exchange rates as of the end of the accounting period. The related revenues and expenses are translated at average exchange rates in effect during the period. Net exchange gains and losses resulting from translation are excluded from income and are recorded as part of accumulated other comprehensive income (loss). Transactions denominated in a foreign currency are revalued at the current exchange rate at the transaction date and any related gains and losses are recognized in earnings.
Equity method investments
The Company uses the equity method of accounting for investments that provide the Company with the ability to exercise significant influence over an entity, but that do not meet the requirements for consolidation. Equity method investments include two Affiliates, Heitman LLC (through November 30, 2017) and Investment Counselors of Maryland, LLC, as well as all unconsolidated Funds over which the Company exercises significant influence. In August 2017, the Company agreed in principle to sell its stake in Heitman LLC to Heitman’s management. Pursuant to that term sheet, BSIG entered into a redemption agreement on November 17, 2017. Heitman continued to be recorded as an equity method investment through November 30, 2017, at which point the Company reclassified its investment in Heitman to a cost-method investment. The transaction closed on January 5, 2018.
The Company’s share of earnings from equity method investments is included in investment income in the Consolidated Statements of Operations. The carrying amounts of equity method investments are reflected in Investments in the Consolidated Balance Sheets. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value and its estimated fair value is recognized as impairment when the loss is deemed other than temporary.
Fair value measurements
In accordance with the accounting standards for fair value measurement, fair value is the price that the Company expects to be paid upon the sale of an asset or expects to pay upon the transfer of a liability in an orderly transaction between market participants. There is a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect the Company’s own conclusions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:
Level I—Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by U.S. GAAP, the Company does not adjust the quoted price for these investments.
Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies utilizing observable market inputs other than quoted prices. Investments which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.
Level III—Pricing inputs are unobservable for the asset or liability and include assets and liabilities where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include general and limited partner interests in timber funds, corporate private equity, real estate funds, and funds of hedge funds.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. In cases in which the fair value of an investment is established using the net asset value (or its equivalent) as a practical expedient, the investment is not categorized within the fair value hierarchy.
Use of estimates
The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ significantly from those estimates.
Operating segment
The Company operates in one operating segment that provides investment management services and products primarily to institutional clients. The Company’s determination that it operates one business segment is based on the fact that the CODM reviews the Company’s financial performance on an aggregate level.
Derivatives and Hedging
The Company may utilize derivative financial instruments to hedge the risk of movement of interest rates and foreign currency on financial assets and liabilities. These derivative financial instruments may or may not qualify as hedges for accounting purposes. The Company records all derivative financial instruments as either assets or liabilities on its Consolidated Balance Sheets and measures these instruments at fair value. For a derivative financial instrument that qualifies as a hedge for accounting purposes and is designated as a hedging instrument, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings over the life of the hedge. The ineffective portion of the gain or loss is recognized in earnings immediately.
Cash and cash equivalents
The Company considers all highly liquid investments, including money market mutual funds, with original maturities of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value due to the short-term maturity of these investments.
Cash held by consolidated Funds is not available to fund general liquidity needs of the Company and is therefore classified as restricted cash.
Investment advisory fees receivable
The Company earns management and performance fees which are billed monthly, quarterly and annually in arrears, according to the terms of the relevant investment management agreement. Management and performance fees that have been earned, but have not yet been collected are presented as investment advisory fees receivable on the Consolidated Balance Sheets. Due to the short-term nature and liquidity of these receivables, the carrying amounts approximate their fair values. The Company typically does not record an allowance for doubtful accounts or bad debt expense, or any amounts recorded have been immaterial.
Fixed assets
Fixed assets are recorded at historical cost and depreciated using the straight-line method over its estimated useful lives. The estimated useful lives of office equipment and furniture and fixtures range from three to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the lease. Computer software developed or obtained for internal use capitalized during the application development stage is amortized using the straight-line method over the estimated useful life of the software, which is generally five years or less. The estimated useful life of building assets is thirty-nine years. The costs of improvements that extend the life of a fixed asset are capitalized, while the costs of repairs and maintenance are expensed as incurred.
Intangible assets
Acquired Affiliates have identifiable intangible assets arising from contractual or other legal rights with their clients. In determining the value of acquired intangibles, the Company analyzes the net present value of each acquired Affiliate’s existing client relationships based on a number of factors. The Company analyzes the Affiliate’s historical and potential future operating performance, the Affiliate’s historical and potential future rates of attrition among existing clients, the stability and longevity of existing client relationships, the Affiliate’s recent and long-term investment performance, the characteristics of the firm’s products and investment styles, the stability and depth of the Affiliate’s management team and the Affiliate’s history and perceived franchise or brand value. The Company’s acquired intangible assets are predominately definite-life intangible assets and are generally amortized on a straight line basis over their estimated useful lives, ranging from five to sixteen years, reflecting the expected duration of such relationships. The Company also holds an indefinite-life intangible asset related to the trade name associated with the Landmark acquisition.
The Company tests for the possible impairment of definite-life intangibles whenever events or changes in circumstances indicate that the carrying amount of the asset is not recoverable. If such indicators exist, the Company compares the undiscounted cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the undiscounted cash flows amount, an impairment charge is recorded in the Consolidated Statements of Operations for amounts necessary to reduce the carrying value of the asset to fair value. Indefinite-life intangible assets are tested for impairment annually as of the first business day of the fourth quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired.
Goodwill
The Company records goodwill when the consideration paid in a business acquisition exceeds the fair value of the net total of tangible assets acquired, identifiable intangible assets acquired and liabilities assumed. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if events or circumstances occur that indicate impairment may exist. Factors that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the acquired assets in a business combination or the strategy for the Company’s overall business, and significant negative industry or economic trends.
The Company performs its assessment for impairment of goodwill annually as of the first business day of the fourth quarter, or as necessary, and the Company has determined that it has six reporting units, consisting of the six consolidated Affiliates. The Company first considers various qualitative factors to determine if it is more likely than not that the fair value of each of the reporting units is greater than its respective carrying amount, including goodwill. If based on the qualitative assessment it is determined that it is more likely than not that the fair value of any reporting unit is below its respective carrying amount, therefore indicating that impairment may exist, the impact would be determined at that point through a quantitative assessment. For purposes of assessing potential impairment, the fair value of the reporting unit is estimated and compared to the carrying value of the reporting unit. The fair value of a reporting unit is based on discounted estimated future cash flows. The assumptions used to estimate fair value include management’s estimates of future growth rates, operating cash flows, discount rates and terminal value. These assumptions and estimates can change in future periods based on market movement and factors impacting the expected business performance. Changes in assumptions or estimates could materially affect the determination of the fair value of a reporting unit. If it is determined that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount equal to that excess; not to exceed the total amount of goodwill allocated to that reporting unit. Based on the Company’s most recent annual goodwill impairment test, the Company concluded that the fair value of each of its reporting units was more likely than not in excess of their carrying values. At the close of each year, management assessed whether there were any conditions present during the fourth quarter that would indicate impairment subsequent to the initial assessment date and concluded that no such conditions were present.
During 2017, the Company changed the goodwill and indefinite life intangible assets impairment assessment date from the last day of the third quarter to the first business day of the fourth quarter of the fiscal year. The Company believes that changing the annual goodwill impairment assessment date did not result in a material change in the method of applying the accounting requirements.
Leases
The Company and its Affiliates currently lease office space and equipment under various leasing arrangements, classified as operating leases. Some lease agreements contain renewal options, rent escalation clauses or other inducements provided by the landlord. Rent expense is accrued to recognize lease escalation provisions and inducements provided by the landlord, if any, on a straight-line basis over the lease term.
Earnings per share
The Company calculates basic and diluted earnings per share (“EPS”) by dividing net income by its shares outstanding as outlined below. Basic EPS attributable to the Company’s shareholders is calculated by dividing “Net income attributable to controlling interests” by the weighted-average number of shares outstanding. Diluted EPS is similar to basic EPS, but adjusts for the effect of potential ordinary shares unless they are antidilutive. For periods with a net loss, potential ordinary shares are considered antidilutive.
The Company considers two ways to measure dilution to earnings per share: (a) calculate the net number of shares that would be issued assuming any related proceeds are used to buy back outstanding shares (the treasury stock method), or (b) assume the gross number of shares are issued and calculate any related effects on net income available for shareholders (the if-converted or two-class method). As appropriate, the Company’s policy is to apply the more dilutive methodology upon issuance of such instruments.
Deferred financing costs
The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as other assets until such financings are consummated. After consummation of the equity financing, these costs are recorded in total equity as a reduction of Shareholders’ equity generated as a result of the offering. At the time in which the equity financing is no longer considered probable of being consummated, the deferred financing costs are expensed immediately as a charge to operating expenses in the Consolidated Statements of Operations.
The Company records debt issuance costs of term loans as a direct deduction from the carrying amount of the associated debt liability. For debt issuance costs of revolving credit loans, the Company presents debt issuance costs as an asset and subsequently amortizes the deferred costs ratably over the term of the agreement.
Income taxes
The Company uses the asset and liability method of accounting for income taxes on a “separate return” basis. Under this method, a subsidiary is assumed to file a separate return with the taxing authority, thereby reporting its taxable income or loss and paying the applicable tax to or receiving the appropriate refund from the subsidiary’s parent. The rules followed by the subsidiary in computing its tax or refund should be the same as those followed by a taxpayer filing directly with the taxing authority.
The Company files tax returns directly with the U.K., U.S. and state tax authorities and therefore, the computations under the separate return method follow the Company’s filings.
Deferred income taxes are recognized for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company’s deferred tax assets have been attributable to federal and state loss carry forwards, interest deductions, and accrued liabilities.
Deferred income tax assets are subject to a valuation allowance if, in management’s opinion, it is not more-likely-than-not that these benefits will be realized. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including its past operating results, the existence of cumulative earnings or losses in the most recent years and its forecast of future taxable income. In estimating future taxable income, the Company develops assumptions including the amount of future pre-tax operating income and the reversal of temporary differences. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses.
The Company’s accounting policy is to treat the global intangible low-taxed income taxes which became effective January 1, 2018 as a result of the Tax Cuts and Jobs Act as period costs in the accounting and tax periods in which they are incurred. 

A tax benefit should only be recognized if it is more-likely-than-not that the position will be sustained based on its technical merits. The Company recognizes the financial statement benefit of a tax position only after considering the probability that a tax authority would uphold the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest amount of benefit greater than 50% likely of being sustained. The more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of the benefit. Unrecognized tax benefits and related interest and penalties, are adjusted periodically to reflect changing facts and circumstances. The Company’s accounting policy is to classify interest and related charges as a component of income tax expense.
Non-controlling interests
For certain entities that are consolidated, but not 100% owned, the Company reports non-controlling interests as equity on its Consolidated Balance Sheets. The Company's consolidated net income on the Consolidated Statements of Operations includes the income (loss) attributable to non-controlling interest holders of the Company's consolidated Affiliates and Funds. Ownership interests held by Affiliate key employees are categorized as liabilities on the Consolidated Balance Sheets and are revalued each reporting date, with movements treated as compensation expense in the Consolidated Statements of Operations.
Non-controlling interests in consolidated Funds on the Consolidated Balance Sheets include undistributed income owned by the investors in the respective Funds. The Company’s consolidated net income on the Consolidated Statements of Operations includes the income (loss) attributable to non-controlling interest holders of these consolidated entities.
Redeemable non-controlling interests
The Company includes redeemable non-controlling interests related to certain consolidated Funds as temporary equity on the Consolidated Balance Sheets. Non-controlling interests in certain consolidated Funds are subject to monthly or quarterly redemption by the investors. When redeemable amounts become legally payable to investors, they are classified as a liability and included in total liabilities of consolidated Funds on the Consolidated Balance Sheets.
Other comprehensive income (loss)
Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. For the Company’s purposes, comprehensive income (loss) represents net income (loss), as presented in the accompanying Consolidated Statements of Operations, adjusted for net foreign currency translation adjustments and adjustments to the valuation and amortization of certain derivative securities, net of tax.
Restructuring costs
A liability for restructuring is recognized only after management has developed a formal plan, approved by the Board of Directors, to which it has committed. The costs included in a restructuring liability are those costs that are either incremental or incurred as a direct result of the plan, or are the result of a continuing contractual obligation with no continuing economic benefit to the Company, or a penalty incurred to cancel the contractual obligation. Refer to Note 23 for details of the Company’s restructuring activities.
Recently adopted accounting standards
On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which revised revenue accounting rules through the creation of ASC 606 and expanded the disclosure requirements. The Company adopted ASU 2014-09 using the modified retrospective method. Results for periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting. The implementation of the new standard had no material impact on the measurement or timing of revenue recognition in prior periods and therefore no cumulative impact adjustment was necessary to the Company’s opening retained earnings as of January 1, 2018. The most significant impact in implementing the standard has been related to the accounting for certain pass-through costs on a gross basis. Refer to Note 17 for details of accounting for pass-through costs.
On January 1, 2018, the Company adopted the provisions of ASU2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” (“ASU 2016-01”). In adopting ASU 2016-01, the Company changed the methodology in how it records investments in unconsolidated Timber Funds, from historical cost less depletion to fair value, based upon the Company’s proportionate share of the underlying net asset value. See Note 5 for the re-categorization of unconsolidated investments in Timber Funds within the fair value measurements table. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
On April 1, 2018, the Company adopted ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). Under ASU 2017-04, a goodwill impairment is calculated as the amount by which a reporting unit’s carrying value exceeds its fair value. Pursuant to the standard, the Company applied ASU 2017-04 for the annual goodwill impairment test performed during the fourth quarter. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
Accounting standards not yet adopted
In January 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 changes existing U.S. GAAP by requiring the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases under previous U.S. GAAP. The lease asset would reflect a right-of-use asset and the lease liability would reflect the present value of the future lease payments. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018 and the Company plans to elect a modified retrospective transition approach utilizing the transition option provided by ASU 2018-11, to apply ASU 2016-02 as of the adoption date, January 1, 2019 without restating prior comparative periods. The Company will also adopt certain available practical expedients that will alleviate complexities related to the implementation. The Company expects the total balance sheet impact resulting from the recognition of the right-of-use asset and lease liability to be approximately $46 - $51 million. The adoption will not have a material impact on our results of operations. The Company is implementing a lease accounting software tool to assist in the accounting for lease arrangements under the new accounting rules and has abstracted lease contract data as inputs into the lease accounting tool. As of the date of this report, the Company is completing its data validation and detailed testing of the outputs of the software tool.
v3.10.0.1
Investments
12 Months Ended
Dec. 31, 2018
Investments [Abstract]  
Investments
Investments are comprised of the following at December 31 (in millions):
 
2018
 
2017
Investments of consolidated Funds held at fair value
$
124.8

 
$
136.7

Other investments held at fair value (1)
104.8

 
87.4

Investments related to long-term incentive compensation plans held at fair value
91.8

 
95.2

Total investments held at fair value
$
321.4

 
$
319.3

Equity-accounted investments in Affiliates (Note 7)
1.9

 
1.6

Investments in Affiliates carried at cost

 
53.8

Other investments carried at cost(1)

 
6.4

Total investments per Consolidated Balance Sheets
$
323.3

 
$
381.1


 
 
(1) At December 31, 2017, $6.4 million of investments made by one of our Affiliates in timber and timberlands were recorded at cost. In 2018, the Company transitioned to fair value recognition and presentation and investments formerly carried at cost were reclassified from “other investments carried at cost” in this table as of December 31, 2017 to “other investments held at fair value” in this table as of December 31, 2018. Also see Note 2.
In August 2017, the Company executed a non-binding term sheet to sell its stake in Heitman LLC to Heitman’s management for cash consideration totaling $110 million. Pursuant to this term sheet, BSIG entered into a redemption agreement on November 17, 2017 and the Company reclassified its investment in Heitman to a cost-method investment. This transaction closed on January 5, 2018. The carrying value of BSIG’s interest in Heitman as of December 31, 2017 was $53.8 million and is included in “Investments in Affiliates carried at cost” in the table above. BSIG has retained its co-investment interests in Heitman-managed funds as well as any carried interest associated with these investments.
Investment income is comprised of the following for the years ended December 31 (in millions):
 
2018
 
2017
 
2016
Realized and unrealized gains (losses) on other investments held at fair value
(1.9
)
 
11.2

 
2.0

Investment return of held for sale investments

 
1.7

 
0.1

Total return on BSIG investments
(1.9
)
 
12.9

 
2.1

Investment return of equity-accounted investments in Affiliates (Note 7)*
2.7

 
14.5

 
15.1

Gain on sale of Affiliate carried at cost
65.7

 

 

Total investment income per Consolidated Statements of Operations
$
66.5

 
$
27.4

 
$
17.2


 
 

* As previously noted, the Company reclassified its investment in Heitman to a cost-method investment as of November 30, 2017, therefore earnings from Heitman as an equity-accounted investment are included in the table above for the first eleven months of 2017.
v3.10.0.1
Fair Value Measurements
12 Months Ended
Dec. 31, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2018 (in millions):
 
Quoted prices
in active
markets
(Level I)
 
Significant
other
observable
inputs
(Level II)
 
Significant
unobservable
inputs
(Level III)
 
Uncategorized
 
Total value,
December 31,
2018
Assets of BSIG and consolidated Funds(1)
 
 

 
 

 
 
 
 

Common and preferred stock
$
13.8

 
$

 
$

 
$

 
$
13.8

Short-term investment funds
2.2

 

 

 

 
2.2

Bank loans

 
63.9

 

 

 
63.9

Other investments
3.7

 


 

 
38.8

 
42.5

Derivatives
2.2

 
0.2

 

 

 
2.4

Consolidated Funds total
21.9

 
64.1

 

 
38.8

 
124.8

Investments in separate accounts(2)
35.0

 
8.2

 

 

 
43.2

Investments related to long-term incentive compensation plans(3)
91.8

 

 

 

 
91.8

Investments in unconsolidated Funds(4)

 

 
3.0

 
58.6

 
61.6

BSIG total
126.8

 
8.2

 
3.0

 
58.6

 
196.6

Total fair value assets
$
148.7

 
$
72.3

 
$
3.0

 
$
97.4

 
$
321.4

 
 
 
 
 
 
 
 
 
 
Liabilities of consolidated Funds(1)
 
 

 
 

 
 
 
 

Common stock
$
(0.8
)
 
$

 
$

 
$

 
$
(0.8
)
Derivatives
(0.8
)
 
(0.1
)
 

 

 
(0.9
)
Consolidated Funds total
(1.6
)
 
(0.1
)
 

 

 
(1.7
)
Total fair value liabilities
$
(1.6
)
 
$
(0.1
)
 
$

 
$

 
$
(1.7
)

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2017 (in millions):
 
Quoted prices
in active
markets
(Level I)
 
Significant
other
observable
inputs
(Level II)
 
Significant
unobservable
inputs
(Level III)
 
Uncategorized
 
Total value,
December 31,
2017
Assets of BSIG and consolidated Funds(1)
 
 

 
 

 
 
 
 

Common and preferred stock
$
83.8

 
$

 
$

 
$

 
$
83.8

Short-term investment funds
0.5

 

 

 

 
0.5

Other investments
0.4

 

 

 
51.5

 
51.9

Derivatives
0.3

 
0.2

 

 

 
0.5

Consolidated Funds total
85.0

 
0.2

 

 
51.5

 
136.7

Investments in separate accounts(2)
46.1

 

 

 

 
46.1

Investments related to long-term incentive compensation plans(3)
95.2

 

 

 

 
95.2

Investments in unconsolidated Funds(4)

 

 

 
41.3

 
41.3

BSIG total
141.3

 

 

 
41.3

 
182.6

Total fair value assets
$
226.3

 
$
0.2

 
$

 
$
92.8

 
$
319.3

 
 
 
 
 
 
 
 
 
 
Liabilities of BSIG and consolidated Funds(1)
 
 

 
 

 
 
 
 

Common stock
$
(7.2
)
 
$

 
$

 
$

 
$
(7.2
)
Derivative securities
(0.5
)
 
(0.2
)
 

 

 
(0.7
)
Consolidated Funds total
(7.7
)
 
(0.2
)
 

 

 
(7.9
)
Total fair value liabilities
$
(7.7
)
 
$
(0.2
)
 
$

 
$

 
$
(7.9
)
 
 
(1)
Assets and liabilities measured at fair value are comprised of financial investments managed by the Company’s Affiliates.
Equity securities, including common and preferred stock, short-term investment funds, other investments and derivatives which are traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. These securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level II.
The Company obtains prices from independent pricing services that may utilize broker quotes, but generally the independent pricing services will use various other pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. The Company has not made adjustments to the prices provided. Assets of consolidated Funds also include investments in bank loans. Interests in senior floating-rate loans for which reliable market participant quotations are readily available are valued at the average mid-point of bid and ask quotations obtained from a third-party pricing service. These assets are classified as Level II.
If the pricing services are only able to (a) obtain a single broker quote or (b) utilize a pricing model, such securities are classified as Level III. If the pricing services are unable to provide prices, the Company attempts to obtain one or more broker quotes directly from a dealer or values such securities at the last bid price obtained. In either case, such securities are classified as Level III. The Company performs due diligence procedures over third party pricing vendors to understand their methodology and controls to support their use in the valuation process to ensure compliance with required accounting disclosures.
The uncategorized amount of $38.8 million at December 31, 2018 represents investments made by consolidated Funds and are valued using NAV which the Company relies on to determine their fair value as a practical expedient and has therefore not classified these investments in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to amounts presented in the Consolidated Balance Sheets. These consolidated Funds consist of real estate and private equity investment Funds. The NAVs that have been provided by investees have been derived from the fair values of the underlying investments as of the measurement dates.
(2)
Investments in separate accounts of $43.2 million at December 31, 2018 consist of approximately 11% of cash equivalents and 89% of equity securities, fixed income securities, and other investments. Investments in separate accounts of $46.1 million at December 31, 2017, consist of approximately 1% of cash equivalents and 99% of equity securities. The Company values these using the published price of the underlying securities (classified as Level I) or quoted price supported by observable inputs as of the measurement date (classified as Level II).
(3)
Investments related to long-term compensation plans of $91.8 million and $95.2 million at December 31, 2018 and 2017, respectively, are investments in publicly registered daily redeemable funds (some managed by Affiliates), which the Company has classified as trading securities and valued using the published price as of the measurement dates. Accordingly, the Company has classified these investments as Level I.
(4)
The uncategorized amounts of $58.6 million and $41.3 million at December 31, 2018 and December 31, 2017, respectively, relate to investments in unconsolidated Funds which consist primarily of investments in Funds advised by Affiliates and are valued using NAV which the Company relies on to determine their fair value as a practical expedient and has therefore not classified these investments in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to amounts presented in the Consolidated Balance Sheets. These unconsolidated Funds consist primarily of real estate investments Funds, UCITS and other investment vehicles. The NAVs that have been provided by investees have been derived from the fair values of the underlying investments as of the measurement dates.
These investments are subject to longer than monthly or quarterly redemption restrictions, and due to their nature, distributions are received only as cash flows are generated from underlying assets over the life of the Funds. The range of time over which the underlying assets are expected to be liquidated by the investees is approximately one to twelve years from December 31, 2018. The valuation process for the underlying real estate investments held by the real estate investment Funds begins with each property or loan being valued by the investment teams. The valuations are then reviewed and approved by the valuation committee, which consists of senior members of the portfolio management, acquisitions, and research teams. For certain properties and loans, the valuation process may also include a valuation by independent appraisers. In connection with this process, changes in fair-value measurements from period to period are evaluated for reasonableness, considering items such as market rents, capitalization and discount rates, and general economic and market conditions.
Investments in unconsolidated Funds categorized as Level III of $3.0 million at December 31, 2018 related to investments in Timber Funds advised by Affiliates and are valued by the general partner of those Funds. Determination of estimated fair value involves subjective judgment because the actual fair value can be determined only through negotiation between parties in a sale transaction and amounts ultimately realized may vary significantly from the fair value presented.
Not included in the above is $60.2 million at December 31, 2017, of investments carried at cost, including the Company’s investment in Heitman at December 31, 2017. In January 2018, the Heitman sale transaction was completed and the Company recognized a pre-tax gain of $65.7 million during 2018 in the Consolidated Statement of Operations.

On January 1, 2018, the Company adopted the provisions of ASU 2016-01, discussed further in Note 2, resulting in a re-categorization of certain unconsolidated investments in Timber Funds from historical cost less depletion to fair value.
The following table reconciles the opening balances of Level III financial assets to closing balances at the end of the year (in millions):
 
Investments in unconsolidated Funds
 
Consolidated Funds other investments
 
Year Ended December 31, 2018
 
Year Ended December 31, 2018
Level III financial assets
 
 
 
At beginning of the period
$

 
$

Change in recognition based on adoption of ASU 2016-01
6.4

 

Transfers into Level III

 
26.5

Additions (redemptions)
(2.0
)
 

Funds deconsolidation

 
(26.5
)
Total net fair value losses recognized in net income
(1.4
)
 

Total Level III financial assets
$
3.0

 
$



During the year ended December 31, 2018, the Company transferred $26.5 million of consolidated Funds other assets into Level III. These investments were not previously classified on the fair value hierarchy. The Fund was subsequently de-consolidated in 2018. There were no other significant transfers of financial assets or liabilities among Levels I, II or III during the year ended December 31, 2018.
v3.10.0.1
Variable Interest Entities
12 Months Ended
Dec. 31, 2018
Variable Interest Entities  
Variable Interest Entities
The Company, through its Affiliates, sponsors the formation of various entities considered to be VIEs. These VIEs are primarily Funds managed by Affiliates and are investment vehicles typically owned entirely by third-party investors. Certain Funds may be capitalized with seed capital investments from the Company and may be owned partially by Affiliate key employees and/or individuals that own minority interests in an Affiliate.
The Company’s determination of whether it is the primary beneficiary of a Fund that is a VIE is based in part on an assessment of whether or not the Company and its related parties are exposed to absorb more than an insignificant amount of the risks and rewards of the entity. Typically the Fund’s investors are entitled to substantially all of the economics of these VIEs with the exception of the management fees and performance fees, if any, earned by the Company or any investment the Company has made into the Funds. The Company generally is not the primary beneficiary of Fund VIEs created to manage assets for clients unless the Company’s ownership interest, including interests of related parties, is substantial.
The following table presents the assets and liabilities of Funds that are VIEs and consolidated by the Company (in millions):

 
2018
 
2017
Assets
 

 
 

Investments at fair value
$
124.8

 
$
106.7

Other assets of consolidated Funds
19.8

 
16.8

Total Assets
$
144.6

 
$
123.5

Liabilities
 

 
 

Liabilities of consolidated Funds
$
14.9

 
$
3.3

Total Liabilities
$
14.9

 
$
3.3


“Investments at fair value” consist of investments in timber or securities. To the extent the Company also has consolidated Funds that are not VIEs, the assets and liabilities of those Funds are not included in the table above.
The assets of consolidated VIEs presented in the table above belong to the investors in those Funds, are available for use only by the Fund to which they belong, and are not available for use by the Company to the extent they are held by non-controlling interests. Any debt or liabilities held by consolidated Funds have no recourse to the Company's general credit.
The Company’s involvement with Funds that are VIEs and not consolidated by the Company is generally limited to that of an investment manager and its investment in the unconsolidated VIE, if any. The Company’s investment in any unconsolidated VIE generally represents an insignificant interest of the Fund’s net assets and assets under management, such that the majority of the VIE’s results are attributable to third parties. The Company’s exposure to risk in these entities is generally limited to any capital contribution it has made or is required to make and any earned but uncollected management fees. The Company has not issued any investment performance guarantees to these VIEs or their investors.
The following information pertains to unconsolidated VIEs for which the Company holds a variable interest at December 31 (in millions):
 
2018
 
2017
Unconsolidated VIE assets
$
4,814.9

 
$
6,001.1

Unconsolidated VIE liabilities
$
2,115.1

 
$
3,843.7

Equity interests on the Consolidated Balance Sheets
$
22.5

 
$
54.4

Maximum risk of loss(1)
$
31.0

 
$
58.5


 
 
(1)
Includes equity investments the Company has made or is required to make and any earned but uncollected management and incentive fees. The Company does not record performance or incentive allocations until the respective measurement period has ended.
In addition to the multiple unconsolidated VIE Funds, the Company determined that Heitman LLC, an Affiliate of the Company at December 31, 2017, was a VIE. The Company concluded that it was not the primary beneficiary of Heitman LLC because it did not hold the power to direct its most economically significant activities. The Company aggregated Heitman LLC with the Company’s other unconsolidated VIE Funds due to their similar risk profiles given that the risks and rewards are driven by changes in investment values and the Affiliates’ ability to manage those assets.
On January 5, 2018, the Company closed a transaction to sell its stake in Heitman LLC to Heitman’s management for cash consideration totaling $110 million. At December 31, 2018, the Company no longer has a variable interest in Heitman.
v3.10.0.1
Equity Accounted Investees
12 Months Ended
Dec. 31, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Equity Accounted Investees
The following tables present summarized financial information for Affiliates and Funds accounted for under the equity method (in millions):
 
 
For the year ended December 31,
Statements of Income
 
2018
 
2017
 
2016
Net revenues(1)
 
$
12.9

 
$
318.9

 
$
340.9

Operating income
 
4.5

 
94.1

 
98.4

Other income, net
 

 
197.4

 
161.9

Income before income taxes
 
4.5

 
291.5

 
260.3

Less income tax expense
 

 
5.5

 
8.2

Exclude: non-controlling interests income
 
1.8

 
247.6

 
213.7

Net income attributable to controlling interests
 
$
2.7

 
$
38.4

 
$
38.4

BSIG equity in net income of equity method investees (2)
 
$
2.7

 
$
16.3

 
$
16.3

 
As of December 31,
Balance Sheets
2018
 
2017
Total assets
$
3.8

 
$
3.5

Total liabilities
1.7

 
1.6

Non-controlling interests in subsidiaries
0.2

 
0.3

Members’ equity
$
1.9

 
$
1.6

BSIG equity investment and undistributed earnings of affiliated companies, before consolidating and reconciling adjustments
$
1.9

 
$
1.6

Consolidating and reconciling adjustments:
 
 
 

Goodwill attributable to equity method investment

 

BSIG investment in equity method investees
$
1.9

 
$
1.6