UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2024
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-10994
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including Zip Code)
(800 ) 248-7971
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock was 7,082,071 as of August 1, 2024.
VIRTUS INVESTMENT PARTNERS, INC.
INDEX
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
"We," "us," "our," the "Company," and "Virtus" as used in this Quarterly Report on Form 10-Q (the "10-Q") refer to Virtus Investment Partners, Inc., a Delaware corporation, and its subsidiaries.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Virtus Investment Partners, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| (in thousands, except share data) | June 30, 2024 | December 31, 2023 | |||||||||
| Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Assets of consolidated investment products ("CIP") | |||||||||||
| Cash and cash equivalents of CIP | |||||||||||
| Cash pledged or on deposit of CIP | |||||||||||
| Investments of CIP | |||||||||||
| Other assets of CIP | |||||||||||
| Furniture, equipment and leasehold improvements, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred taxes, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Accrued compensation and benefits | $ | $ | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Dividends payable | |||||||||||
| Contingent consideration | |||||||||||
| Debt | |||||||||||
| Other liabilities | |||||||||||
| Liabilities of CIP | |||||||||||
| Notes payable of CIP | |||||||||||
| Securities purchased payable and other liabilities of CIP | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies (Note 14) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Equity: | |||||||||||
| Equity attributable to Virtus Investment Partners, Inc.: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings (accumulated deficit) | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total equity attributable to Virtus Investment Partners, Inc. | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share data) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Investment management fees | $ | $ | $ | $ | |||||||||||||||||||
| Distribution and service fees | |||||||||||||||||||||||
| Administration and shareholder service fees | |||||||||||||||||||||||
| Other income and fees | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Employment expenses | |||||||||||||||||||||||
| Distribution and other asset-based expenses | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Other operating expenses of consolidated investment products ("CIP") | |||||||||||||||||||||||
| Change in fair value of contingent consideration | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating Income (Loss) | |||||||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||
| Realized and unrealized gain (loss) on investments, net | ( | ||||||||||||||||||||||
| Realized and unrealized gain (loss) of CIP, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Interest Income (Expense) | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest and dividend income | |||||||||||||||||||||||
| Interest and dividend income of investments of CIP | |||||||||||||||||||||||
| Interest expense of CIP | ( | ( | ( | ( | |||||||||||||||||||
| Total interest income (expense), net | |||||||||||||||||||||||
| Income (Loss) Before Income Taxes | |||||||||||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||||||||
| Net Income (Loss) | |||||||||||||||||||||||
| Noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net Income (Loss) Attributable to Virtus Investment Partners, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings (Loss) per Share—Basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings (Loss) per Share—Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted Average Shares Outstanding—Basic | |||||||||||||||||||||||
| Weighted Average Shares Outstanding—Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net Income (Loss) | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
Foreign currency translation adjustment, net of tax of $ | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | |||||||||||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive Income (Loss) Attributable to Virtus Investment Partners, Inc. | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2024 | 2023 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income (loss) | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation expense, intangible asset and other amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Equity in earnings of equity method investments | ( | ||||||||||
| Distributions from equity method investments | |||||||||||
| Realized and unrealized (gains) losses on investments, net | ( | ( | |||||||||
| Change in fair value of contingent consideration | ( | ( | |||||||||
| Lease termination | ( | ||||||||||
| Deferred taxes, net | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Sales (purchases) of investments, net | |||||||||||
| Accounts receivable, net and other assets | |||||||||||
| Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities | ( | ( | |||||||||
| Operating activities of consolidated investment products ("CIP"): | |||||||||||
| Realized and unrealized (gains) losses on investments of CIP, net | ( | ||||||||||
| Purchases of investments by CIP | ( | ( | |||||||||
| Sales of investments by CIP | |||||||||||
| Net proceeds (purchases) of short-term investments and securities sold short by CIP | ( | ||||||||||
| Change in other assets and liabilities of CIP | ( | ||||||||||
| Amortization of discount on notes payable of CIP | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
Acquisition of businesses, net of cash acquired of $ | ( | ||||||||||
| Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net | ( | ( | |||||||||
| Purchase of equity method investment | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Borrowings on credit agreement | |||||||||||
| Repayments on credit agreement | ( | ( | |||||||||
| Common stock dividends paid | ( | ( | |||||||||
| Repurchase of common shares | ( | ( | |||||||||
| Payment of contingent consideration | ( | ( | |||||||||
| Taxes paid related to net share settlement of restricted stock units | ( | ( | |||||||||
| Affiliate equity sales (purchases) | ( | ||||||||||
| Net contributions from (distributions to) noncontrolling interests | |||||||||||
| Financing activities of CIP: | |||||||||||
| Payments on borrowings by CIP | ( | ( | |||||||||
| Borrowings by CIP | |||||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Non-Cash Financing Activities: | |||||||||||
| Increase (decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net | $ | ( | $ | ( | |||||||
| Common stock dividends payable | $ | $ | |||||||||
| (in thousands) | June 30, 2024 | December 31, 2023 | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents of CIP | |||||||||||
| Cash pledged or on deposit of CIP | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
| Permanent Equity | Temporary Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Attributed To Virtus Investment Partners, Inc. | Non- controlling Interests | Total Equity | Redeemable Non- controlling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | Shares | Par Value | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net subscriptions (redemptions) and other | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common shares | ( | — | — | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares related to employee stock transactions | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid on stock-based compensation | — | — | ( | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ( | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net subscriptions (redemptions) and other | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common shares | ( | — | — | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares related to employee stock transactions | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid on stock-based compensation | — | — | ( | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Permanent Equity | Temporary Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Attributed To Virtus Investment Partners, Inc. | Non- controlling Interests | Total Equity | Redeemable Non- controlling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | Shares | Par Value | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net subscriptions (redemptions) and other | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common shares | ( | — | — | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares related to employee stock transactions | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid on stock-based compensation | — | — | ( | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ( | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net subscriptions (redemptions) and other | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common shares | ( | — | — | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares related to employee stock transactions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid on stock-based compensation | — | — | ( | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Virtus Investment Partners, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Organization and Business
Virtus Investment Partners, Inc. (the "Company," "we," "us," "our" or "Virtus"), a Delaware corporation, operates in the investment management industry through its subsidiaries.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial condition and results of operations. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report on Form 10-K") filed with the Securities and Exchange Commission (the "SEC"). The Company’s significant accounting policies, which have been consistently applied, are summarized in its 2023 Annual Report on Form 10-K.
New Accounting Standards Not Yet Implemented
In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280). This standard updates reportable segment disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provides new segment disclosure requirements for entities with a single reportable segment. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, with the amendments to be applied retrospectively to all prior periods presented in the financial statements. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This standard updates income tax disclosure requirements by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards. This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.
6
3. Revenues
The Company's revenues are recognized when a performance obligation is satisfied, which occurs when control of the services is transferred to clients. Investment management fees, distribution and service fees, and administration and shareholder service fees are generally calculated as a percentage of average net assets of the investment portfolios managed. The net asset values from which these fees are calculated are variable in nature and subject to factors outside of the Company's control, such as additional investments, withdrawals and market performance. Because of this, these fees are considered constrained until the end of the contractual measurement period (monthly or quarterly), which is when asset values are generally determinable.
Investment Management Fees by Source
The following table summarizes investment management fees by source:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Investment management fees | |||||||||||||||||||||||
| Open-end funds | $ | $ | $ | $ | |||||||||||||||||||
| Closed-end funds | |||||||||||||||||||||||
| Retail separate accounts | |||||||||||||||||||||||
| Institutional accounts | |||||||||||||||||||||||
| Total investment management fees | $ | $ | $ | $ | |||||||||||||||||||
4. Acquisitions
AlphaSimplex Group, LLC
On April 1, 2023, the Company completed the acquisition of AlphaSimplex Group, LLC ("AlphaSimplex"), which was accounted for in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). The total purchase price paid of $113.4 million was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. Goodwill of $48.3 million and intangible assets of $55.4 million were recorded for the acquisition.
5. Intangible Assets, Net
Below is a summary of intangible assets, net:
| Definite-Lived | Indefinite-Lived | Total | |||||||||||||||||||||||||||
| (in thousands) | Gross Book Value | Accumulated Amortization | Net Book Value | Net Book Value | Net Book Value | ||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Intangible amortization | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
Definite-lived intangible asset amortization for the remainder of fiscal year 2024 and succeeding fiscal years is estimated as follows:
| Fiscal Year | Amount (in thousands) | |||||||
| Remainder of 2024 | $ | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 and thereafter | ||||||||
| Total | $ | |||||||
7
6. Investments
Investments consist primarily of investments in the Company's sponsored products. The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 16, at June 30, 2024 and December 31, 2023 were as follows:
| (in thousands) | June 30, 2024 | December 31, 2023 | |||||||||
| Investment securities - fair value | $ | $ | |||||||||
| Equity method investments (1) | |||||||||||
| Nonqualified retirement plan assets | |||||||||||
| Total investments | $ | $ | |||||||||
(1) The Company's equity method investments are valued on a three-month lag based upon the availability of financial information.
Investment Securities - fair value
Investment securities - fair value consist of investments in the Company's sponsored funds and separately managed accounts. The composition of the Company’s investment securities - fair value was as follows:
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| (in thousands) | Cost | Fair Value | Cost | Fair Value | |||||||||||||||||||
| Investment Securities - fair value | |||||||||||||||||||||||
| Sponsored funds | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Total investment securities - fair value | $ | $ | $ | $ | |||||||||||||||||||
For the three and six months ended June 30, 2024, the Company recognized net realized gains of $1.0 million and $0.7 million, respectively, related to its investment securities - fair value. For the three and six months ended June 30, 2023, the Company recognized net realized gains of $0.8 million and $2.2 million, respectively, related to its investment securities - fair value.
7. Fair Value Measurements
The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 16, as of June 30, 2024 and December 31, 2023 by fair value hierarchy level were as follows:
June 30, 2024
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Investment securities - fair value | |||||||||||||||||||||||
| Sponsored funds | |||||||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Nonqualified retirement plan assets | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
8
December 31, 2023
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Investment securities - fair value | |||||||||||||||||||||||
| Sponsored funds | |||||||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Nonqualified retirement plan assets | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
The following is a discussion of the valuation methodologies used for the Company’s assets measured at fair value:
Cash equivalents represent investments in money market funds. Cash investments in money market funds are valued using published net asset values and are classified as Level 1.
Sponsored funds represent investments in open-end funds and closed-end funds for which the Company acts as the investment manager. The fair values of U.S. retail funds and global funds are determined based on their published net asset values and are categorized as Level 1. The fair value of closed-end funds and ETFs is determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1.
Equity securities represent securities traded on active markets, are valued at the official closing price (typically the last sale or bid) on the exchange on which the securities are primarily traded and are categorized as Level 1.
Nonqualified retirement plan assets represent mutual funds within the Company's nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1.
Contingent consideration represents liabilities associated with contingent payment arrangements made in connection with the Company’s business combinations. In these contingent payment arrangements, the Company agrees to pay additional transaction consideration to the seller based on future performance. Contingent consideration is remeasured at fair value each reporting date using a simulation model with the assistance of an independent valuation firm and approved by management and are categorized as Level 3.
The following table presents a reconciliation of beginning and ending balances of the Company's contingent consideration liabilities:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Contingent consideration, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Reduction for payments made | ( | ( | |||||||||||||||||||||
| Increase (reduction) of liability related to re-measurement of fair value | ( | ( | ( | ( | |||||||||||||||||||
| Contingent consideration, end of period | $ | $ | $ | $ | |||||||||||||||||||
The contingent consideration related to the Westchester Capital Management transaction as of June 30, 2024, was $7.8 million measured using an options pricing model valuation technique. The most significant unobservable inputs used relate to revenue growth rates, discount rates (range of 6 %-7 %) and the market price of risk adjustment (9 %). The NFJ Investment Group contingent consideration liability as of June 30, 2024, was $30.6 million measured using an options pricing model valuation technique. The most significant unobservable inputs used relate to the revenue growth rates, discount rates (range of 6 % - 7 %) and the market price of risk adjustment (7 %).
Cash, accounts receivable, accounts payable and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments.
9
8. Equity Transactions
Dividends Declared
On May 15, 2024, the Company declared a quarterly cash dividend of $1.90 per common share to be paid on August 15, 2024 to shareholders of record at the close of business on July 31, 2024.
Common Stock Repurchases
During the three and six months ended June 30, 2024, the Company repurchased 55,099 and 76,207 common shares, respectively, at a weighted average price of $226.83 and $229.60 per share, respectively, for a total cost, including fees and expenses, of $12.5 million and $17.5 million, respectively, under its share repurchase program. As of June 30, 2024, 528,338 shares remained available for repurchase. Under the terms of the program, the Company may repurchase shares of its common stock from time to time at its discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price, prevailing market and business conditions, tax and other financial considerations. The program, which has no specified term, may be suspended or terminated at any time.
9. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) were as follows:
| Six Months Ended June 30, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | ||||||||||
| Net current-period other comprehensive income (loss) (1) | ( | |||||||||||||
| Balance at end of period | $ | ( | $ | ( | ||||||||||
(1) Consists of foreign currency translation adjustments, net of tax of $38 and $(77 ) for the six months ended June 30, 2024 and 2023, respectively.
10. Stock-Based Compensation
Equity-based awards, including restricted stock units ("RSUs"), performance stock units ("PSUs"), and unrestricted shares of common stock, have been granted to officers, employees and directors of the Company pursuant to the Company's Omnibus Incentive and Equity Plan (the "Omnibus Plan"). At June 30, 2024, 818,989 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.
Stock-based compensation expense is summarized as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Restricted Stock Units
Each RSU entitles the holder to one share of common stock when the restriction expires. RSUs may be time-vested or performance-contingent PSUs that convert into RSUs after performance measurement is complete and generally vest in to three years . Shares that are issued upon vesting are newly issued shares from the Omnibus Plan and are not issued from treasury stock.
10
RSU activity, inclusive of PSUs, for the six months ended June 30, 2024 is summarized as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2023 | $ | ||||||||||
| Granted | $ | ||||||||||
| Forfeited | ( | $ | |||||||||
| Settled | ( | $ | |||||||||
| Outstanding at June 30, 2024 | $ | ||||||||||
For the six months ended June 30, 2024 and 2023, a total of 45,117 and 76,452 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations and for which the Company paid $10.4 million and $13.2 million respectively, in minimum employee tax withholding obligations. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting.
During the six months ended June 30, 2024 and 2023, the Company granted 26,757 and 44,583 PSUs, respectively, that contain performance-based metrics in addition to a service condition. Compensation expense for PSUs is generally recognized over a three-year service period based upon the value determined using a combination of (i) the intrinsic value method for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, Stock Compensation ("ASC 718") and (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718. Compensation expense for PSU awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition. Compensation expense for PSU awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period.
As of June 30, 2024, unamortized stock-based compensation expense for unvested RSUs and PSUs was $40.5 million with a weighted-average remaining contractual life of 1.4 years.
11. Earnings (Loss) Per Share
Earnings (loss) per share ("EPS") is calculated in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing net income (loss) attributable to Virtus Investment Partners, Inc. by the weighted-average number of common shares outstanding for the period, excluding dilution for potential common stock issuances. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, including shares issuable upon the vesting of RSUs and stock option exercises using the treasury stock method, as determined under the if-converted method.
The computation of basic and diluted EPS is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net Income (Loss) | $ | $ | $ | $ | |||||||||||||||||||
| Noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net Income (Loss) Attributable to Virtus Investment Partners, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Shares: | |||||||||||||||||||||||
| Basic: Weighted-average number of shares outstanding | |||||||||||||||||||||||
| Plus: Incremental shares from assumed conversion of dilutive instruments | |||||||||||||||||||||||
| Diluted: Weighted-average number of shares outstanding | |||||||||||||||||||||||
| Earnings (Loss) per Share—Basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings (Loss) per Share—Diluted | $ | $ | $ | $ | |||||||||||||||||||
11
The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Total anti-dilutive securities | |||||||||||||||||||||||
12. Income Taxes
In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances at each interim period. On a quarterly basis, the estimated annual effective tax rate is adjusted, as appropriate, based upon changes in facts and circumstances, if any, compared to those forecasted at the beginning of the fiscal year and at each interim period thereafter.
The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 24.4 % and 23.2 % for the six months ended June 30, 2024 and 2023, respectively. The higher estimated effective tax rate for the six months ended June 30, 2024 was primarily due to a change in excess tax benefits associated with stock-based compensation and the change in valuation allowances in the current year related to the tax effects of unrealized gains on certain Company investments.
13. Debt
Credit Agreement
14. Commitments and Contingencies
Legal Matters
The Company is involved from time to time in litigation and arbitration, as well as examinations, inquiries and investigations by various regulatory bodies, involving its compliance with, among other things, securities laws, client investment guidelines, laws governing the activities of broker-dealers and other laws and regulations affecting its products and other activities.
The Company records a liability when it believes that it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Based on information currently available, available insurance coverage, indemnities and established reserves, the Company believes that the outcomes of its legal and regulatory proceedings are not likely, either individually or in the aggregate, to have a material adverse effect on the Company's results of operations, cash flows or consolidated financial condition. However, in the event of unexpected subsequent developments, and given the inherent unpredictability of these legal and regulatory matters, the Company can provide no assurance that its assessment of any legal matter will reflect the ultimate outcome, and an adverse outcome in certain matters could have a material adverse effect on the Company's results of operations or cash flows in particular quarterly or annual periods.
15. Redeemable Noncontrolling Interests
Redeemable noncontrolling interests represent third-party investments in the Company's CIP and minority interests held in a consolidated affiliate. Minority interests held in the affiliate are subject to holder put rights and Company call rights at pre-established multiples of earnings before interest, taxes, depreciation and amortization and, as such, are considered redeemable at other than fair value. The rights are exercisable at pre-established intervals or upon certain conditions, such as
12
Redeemable noncontrolling interests for the six months ended June 30, 2024 included the following amounts:
| (in thousands) | CIP | Affiliate Noncontrolling Interests | Total | |||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | |||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ||||||||||||||||||||
| Changes in redemption value (1) | ||||||||||||||||||||
| Total net income (loss) attributable to noncontrolling interests | ||||||||||||||||||||
| Affiliate equity sales (purchases) | ( | ( | ||||||||||||||||||
| Net subscriptions (redemptions) and other | ( | |||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | |||||||||||||||||
(1) Relates to noncontrolling interests redeemable at other than fair value.
16. Consolidation
The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. A voting interest entity ("VOE") is consolidated when the Company is considered to have a controlling financial interest, which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity.
The Company evaluates any variable interest entity ("VIE") in which the Company has a variable interest for consolidation. A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support, or (ii) where, as a group, the holders of the equity investment at risk do not possess any one of the following: (a) the power through voting or similar rights to direct the activities that most significantly impact the entity's economic performance, (b) the obligation to absorb expected losses or the right to receive expected residual returns of the entity, or (c) proportionate voting and economic interests and where substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.
In the normal course of its business, the Company sponsors various investment products, some of which are consolidated by the Company. CIP includes both VOEs, made up primarily of U.S. retail funds and ETFs in which the Company holds a controlling financial interest, and VIEs, which consist of collateralized loan obligations ("CLO") and certain global and private funds ("GF") of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on the Company's net income (loss). The Company's risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company's investments in, and fees generated from, these products.
13
The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023:
| As of | |||||||||||||||||||||||||||||||||||
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| VOEs | VIEs | VOEs | VIEs | ||||||||||||||||||||||||||||||||
| (in thousands) | CLOs | GFs | CLOs | GFs | |||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Investments | |||||||||||||||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||||||||||||||
| Notes payable | ( | ( | |||||||||||||||||||||||||||||||||
| Securities purchased payable and other liabilities | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Noncontrolling interests | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net interests in CIP | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Consolidated CLOs
The majority of the Company's CIP that are VIEs are CLOs. The financial information of certain CLOs is included on the Company's condensed consolidated financial statements on a one-month lag based upon the availability of their financial information. A majority-owned consolidated private fund, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, is also included. At June 30, 2024, the Company consolidated seven CLOs.
Investments of CLOs
The CLOs held investments of $2.0 billion at June 30, 2024, consisting of bank loan investments that comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries. These bank loan investments mature at various dates between 2025 and 2032 and generally pay interest at SOFR plus a spread.
Notes Payable of CLOs
The CLOs held notes payable with a total value, at par, of $2.2 billion at June 30, 2024, consisting of senior secured floating rate notes payable with a par value of $2.0 billion and subordinated notes with a par value of $217.9 million. These note obligations bear interest at variable rates based on SOFR plus a pre-defined spread.
The Company's beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, Consolidation (Topic 810) ("ASU 2014-13"), results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at June 30, 2024, as shown in the table below:
| (in thousands) | |||||
| Subordinated notes | $ | ||||
| Accrued investment management fees | |||||
| Total Beneficial Interests | $ | ||||
14
The following table represents income and expenses of the consolidated CLOs included on the Company’s Condensed Consolidated Statements of Operations for the period indicated:
| Six Months Ended June 30, 2024 | |||||
| (in thousands) | |||||
| Income: | |||||
| Realized and unrealized gain (loss), net | $ | ( | |||
| Interest income | |||||
| Total Income | |||||
| Expenses: | |||||
| Other operating expenses | |||||
| Interest expense | |||||
| Total Expense | |||||
| Noncontrolling interests | |||||
| Net Income (Loss) Attributable to CLOs | $ | ||||
The following table represents the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:
| Six Months Ended June 30, 2024 | |||||
| (in thousands) | |||||
| Distributions received and unrealized gains (losses) on the subordinated notes held by the Company | $ | ( | |||
| Investment management fees | |||||
| Total Economic Interests | $ | ||||
Fair Value Measurements of CIP
The assets and liabilities of CIP measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 by fair value hierarchy level were as follows:
As of June 30, 2024
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Debt investments | |||||||||||||||||||||||
| Equity investments | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Notes payable | $ | $ | $ | $ | |||||||||||||||||||
| Short sales | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
15
As of December 31, 2023
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Debt investments | |||||||||||||||||||||||
| Equity investments | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Notes payable | $ | $ | $ | $ | |||||||||||||||||||
| Short sales | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
The following is a discussion of the valuation methodologies used for the assets and liabilities of the Company’s CIP measured at fair value:
Level 1 assets represent cash investments in money market funds and debt and equity investments that are valued using published net asset values or the official closing price on the exchange on which the securities are traded.
Level 2 assets represent most debt securities (including bank loans) and certain equity securities (including non-U.S. securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments, other than bank loans, are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments, which are included as debt investments, are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics.
Level 3 assets include debt and equity securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security. These securities are valued using unadjusted prices from an independent pricing service.
Level 1 liabilities consist of short sales transactions in which a security is sold that is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded on the Condensed Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security.
Level 2 liabilities consist of notes payable issued by CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company, and (ii) the carrying value of any beneficial interests that represent compensation for services. The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment.
The securities purchased payable at June 30, 2024 and December 31, 2023 approximated fair value due to the short-term nature of the instruments.
16
The following table is a reconciliation of assets of CIP for Level 3 investments for which significant unobservable inputs were used to determine fair value:
| Six Months Ended June 30, | |||||||||||
(in thousands) | 2024 | 2023 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Realized and unrealized gains (losses), net | ( | ||||||||||
| Purchases | |||||||||||
| Sales | ( | ( | |||||||||
| Transfers to Level 2 | ( | ( | |||||||||
| Transfers from Level 2 | |||||||||||
| Balance at end of period (1) | $ | $ | |||||||||
(1)The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. Transfers in and/or out of levels are reflected when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable/unobservable at period end.
Nonconsolidated VIEs
The Company serves as the collateral manager for other CLOs that are not consolidated. The assets and liabilities of these CLOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership of, nor holds any notes issued by, the CLOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CLOs did not represent a variable interest as (i) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services, (ii) the Company does not hold other interests in the CLOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CLOs' expected losses or receive more than an insignificant amount of the CLOs' expected residual return, and (iii) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements that are not historical facts, including statements about our beliefs or expectations, are "forward-looking statements." These statements may be identified by such forward-looking terminology as "expect," "estimate," "intent," "plan," "intend," "believe," "anticipate," "may," "will," "should," "could," "continue," "project," "opportunity," "predict," "would," "potential," "future," "forecast," "guarantee," "assume," "likely," "target" or similar statements or variations of such terms.
Our forward-looking statements are based on a series of expectations, assumptions and projections about the Company and the markets in which we operate, are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning our assets under management, net asset inflows and outflows, operating cash flows, business plans and ability to borrow, for all future periods. All forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date of this Quarterly Report on Form 10-Q only.
We can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially. We do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If there are any future public statements or disclosures by us that modify or impact any of the forward-looking statements contained in or accompanying this Quarterly Report on Form 10-Q, such statements or disclosures will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, resulting from: (i) any reduction in our assets under management; (ii) inability to achieve the expected benefits of strategic transactions; (iii) withdrawal, renegotiation or termination of investment management agreements; (iv) damage to our reputation; (v) inability to satisfy financial debt covenants and required payments; (vi) inability to attract and retain key personnel; (vii) challenges from competition; (viii) adverse developments related to unaffiliated subadvisers; (ix) negative changes in key distribution relationships; (x) interruptions, breaches, or failures of technology systems; (xi) loss on our investments; (xii) lack of sufficient capital on satisfactory terms; (xiii) adverse regulatory and legal developments; (xiv) failure to comply with investment guidelines or other contractual requirements; (xv) adverse civil litigation, government investigations, or proceedings; (xvi) unfavorable changes in tax laws or limitations; (xvii) inability to make common stock dividend payments; (xviii) impediments from certain corporate governance provisions; (xix) losses or costs not covered by insurance; (xx) impairment of goodwill or other intangible assets; and other risks and uncertainties. Any occurrence of, or any material adverse change in, one or more risk factors or risks and uncertainties referred to above, in our 2023 Annual Report on Form 10-K, this Quarterly Report on Form 10-Q and our other periodic reports filed with the Securities and Exchange Commission (the "SEC") could materially and adversely affect our operations, financial results, cash flows, prospects and liquidity.
Certain other factors that may impact our continuing operations, prospects, financial results and liquidity, or that may cause actual results to differ from such forward-looking statements, are discussed or included in the Company’s periodic reports filed with the SEC and are available on our website at www.virtus.com under "Investor Relations." You are urged to carefully consider all such factors.
Overview
Our Business
We provide investment management and related services to institutions and individuals. We use a multi-manager, multi-style approach, offering investment strategies from our investment managers, each having its own distinct investment style, autonomous investment process and individual brand, as well as from select unaffiliated managers for certain of our funds. By offering a broad array of products, we believe we can appeal to a greater number of investors and have offerings across market cycles and through changes in investor preferences. Our earnings are primarily from asset-based fees charged for services relating to these various products, including investment management, fund administration, distribution, and shareholder services.
18
We offer investment strategies for institutional and individual investors in different investment products and through multiple distribution channels. Our investment strategies are available in a diverse range of styles and disciplines, managed by differentiated investment managers. We have offerings in various asset classes (equity, fixed income, multi-asset and alternatives), geographies (domestic, global, international and emerging), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental and quantitative). Our institutional products are offered through institutional separate accounts and commingled accounts, including subadvisory services to other investment advisers and Company sponsored structured products to a variety of institutional clients. Our retail products include open-end funds, closed-end funds and retail separate accounts.
Our institutional distribution resources include affiliate-specific sales teams primarily focused on the U.S. market, supported by shared consultant relations and U.S. and non-U.S. institutional sales distribution. Our institutional products are marketed through relationships with consultants as well as directly to clients. We target key market segments, including foundations and endowments, corporations, public and private pension plans, sovereign wealth funds and subadvisory relationships.
Our retail distribution resources in the U.S. consist of regional sales professionals, a national account relationship group and specialized teams for retirement and ETFs. Our U.S. retail funds and retail separate accounts are distributed through financial intermediaries. We have broad distribution access in the U.S. retail market, with distribution partners that include national and regional broker-dealers, independent broker-dealers and registered investment advisers, banks and insurance companies. In many of these firms, we have a number of products that are on preferred "recommended" lists and on fee-based advisory programs. Our private client business is marketed directly to individual clients by financial advisory teams at our affiliated investment managers.
Financial Highlights
▪Net income per diluted share was $2.43 in the second quarter of 2024, a decrease of $1.67, or 40.7%, compared to net income per diluted share of $4.10 in the second quarter of 2023.
▪Total sales were $6.1 billion in the second quarter of 2024, a decrease of $1.4 billion, or 19.0%, from $7.6 billion in the second quarter of 2023. Net flows were $(2.6) billion in the second quarter of 2024 compared to neutral net flows in the second quarter of 2023.
▪Assets under management were $173.6 billion at June 30, 2024, an increase of $5.3 billion, or 3.1%, from June 30, 2023.
Assets Under Management
At June 30, 2024, total assets under management were $173.6 billion, representing an increase of $5.3 billion, or 3.1%, from June 30, 2023, and an increase of $1.3 billion, or 0.8%, from December 31, 2023. The increase in total assets under management from June 30, 2023 included $16.9 billion from positive market performance partially offset by $9.2 billion of net outflows. The increase in total assets under management from December 31, 2023 included $6.2 billion from positive market performance partially offset by $3.9 billion of net outflows.
19
Assets Under Management by Product
The following table summarizes our assets under management by product:
| As of June 30, | Change | ||||||||||||||||||||||
| (in millions) | 2024 | 2023 | $ | % | |||||||||||||||||||
| Open-End Funds (1) | $ | 55,852 | $ | 56,828 | $ | (976) | (1.7) | % | |||||||||||||||
| Closed-End Funds | 9,915 | 10,166 | (251) | (2.5) | % | ||||||||||||||||||
| Retail Separate Accounts (2) | 45,672 | 38,992 | 6,680 | 17.1 | % | ||||||||||||||||||
| Institutional Accounts (3) | 62,146 | 62,330 | (184) | (0.3) | % | ||||||||||||||||||
| Total | $ | 173,585 | $ | 168,316 | $ | 5,269 | 3.1 | % | |||||||||||||||
| Average Assets Under Management (4) | $ | 174,267 | $ | 157,675 | $ | 16,592 | 10.5 | % | |||||||||||||||
(1)Represents assets under management of U.S. retail funds, global funds, ETFs and variable insurance funds.
(2)Includes investment models provided to managed account sponsors.
(3)Represents assets under management of institutional separate and commingled accounts including structured products.
(4)Averages are calculated as follows:
–Funds - average daily or weekly balances
–Retail Separate Accounts - prior-quarter ending balances
–Institutional Accounts - average of month-end balances
Asset Flows by Product
The following table summarizes asset flows by product:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Open-End Funds (1) | |||||||||||||||||||||||
| Beginning balance | $ | 57,818 | $ | 53,865 | $ | 56,062 | $ | 53,000 | |||||||||||||||
| Inflows | 2,777 | 2,550 | 6,253 | 5,561 | |||||||||||||||||||
| Outflows | (4,120) | (4,692) | (8,224) | (9,484) | |||||||||||||||||||
| Net flows | (1,343) | (2,142) | (1,971) | (3,923) | |||||||||||||||||||
| Market performance | (480) | 2,163 | 2,080 | 4,934 | |||||||||||||||||||
| Other (2) | (143) | 2,942 | (319) | 2,817 | |||||||||||||||||||
| Ending balance | $ | 55,852 | $ | 56,828 | $ | 55,852 | $ | 56,828 | |||||||||||||||
| Closed-End Funds | |||||||||||||||||||||||
| Beginning balance | $ | 10,064 | $ | 10,358 | $ | 10,026 | $ | 10,361 | |||||||||||||||
| Inflows | — | 20 | — | 24 | |||||||||||||||||||
| Outflows | (41) | — | (41) | — | |||||||||||||||||||
| Net flows | (41) | 20 | (41) | 24 | |||||||||||||||||||
| Market performance | 83 | (1) | 322 | 204 | |||||||||||||||||||
| Other (2) | (191) | (211) | (392) | (423) | |||||||||||||||||||
| Ending balance | $ | 9,915 | $ | 10,166 | $ | 9,915 | $ | 10,166 | |||||||||||||||
| Retail Separate Accounts (3) | |||||||||||||||||||||||
| Beginning balance | $ | 46,816 | $ | 37,397 | $ | 43,202 | $ | 35,352 | |||||||||||||||
| Inflows | 2,172 | 1,346 | 4,545 | 2,713 | |||||||||||||||||||
| Outflows | (1,688) | (1,434) | (3,383) | (2,722) | |||||||||||||||||||
| Net flows | 484 | (88) | 1,162 | (9) | |||||||||||||||||||
| Market performance | (1,631) | 1,683 | 1,305 | 3,649 | |||||||||||||||||||
| Other (2) | 3 | — | 3 | — | |||||||||||||||||||
| Ending balance | $ | 45,672 | $ | 38,992 | $ | 45,672 | $ | 38,992 | |||||||||||||||
20
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Institutional Accounts (4) | |||||||||||||||||||||||
| Beginning balance | $ | 64,613 | $ | 53,229 | $ | 62,969 | $ | 50,663 | |||||||||||||||
| Inflows | 1,188 | 3,660 | 2,922 | 5,512 | |||||||||||||||||||
| Outflows | (2,913) | (1,478) | (5,935) | (3,525) | |||||||||||||||||||
| Net flows | (1,725) | 2,182 | (3,013) | 1,987 | |||||||||||||||||||
| Market performance | (549) | 2,440 | 2,452 | 5,346 | |||||||||||||||||||
| Other (2) | (193) | 4,479 | (262) | 4,334 | |||||||||||||||||||
| Ending balance | $ | 62,146 | $ | 62,330 | $ | 62,146 | $ | 62,330 | |||||||||||||||
| Total | |||||||||||||||||||||||
| Beginning balance | $ | 179,311 | $ | 154,849 | $ | 172,259 | $ | 149,376 | |||||||||||||||
| Inflows | 6,137 | 7,576 | 13,720 | 13,810 | |||||||||||||||||||
| Outflows | (8,762) | (7,604) | (17,583) | (15,731) | |||||||||||||||||||
| Net flows | (2,625) | (28) | (3,863) | (1,921) | |||||||||||||||||||
| Market performance | (2,577) | 6,285 | 6,159 | 14,133 | |||||||||||||||||||
| Other (2) | (524) | 7,210 | (970) | 6,728 | |||||||||||||||||||
| Ending balance | $ | 173,585 | $ | 168,316 | $ | 173,585 | $ | 168,316 | |||||||||||||||
(1)Represents assets under management of U.S. retail funds, global funds, ETFs and variable insurance funds.
(2)Represents open-end and closed-end fund distributions net of reinvestments, the net change in assets from cash management strategies, and the impact of non-sales related activities such as asset acquisitions/(dispositions), seed capital investments/(withdrawals), current income or capital returned by structured products and the use of leverage.
(3)Includes investment models provided to managed account sponsors.
(4)Represents assets under management of institutional separate and commingled accounts including structured products.
Assets Under Management by Asset Class
The following table summarizes assets under management by asset class:
| As of June 30, | Change | % of Total | |||||||||||||||||||||||||||||||||
| (in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | |||||||||||||||||||||||||||||
| Asset Class | |||||||||||||||||||||||||||||||||||
| Equity | $ | 99,224 | $ | 91,211 | $ | 8,013 | 8.8 | % | 57.2 | % | 54.2 | % | |||||||||||||||||||||||
| Fixed income | 36,970 | 38,361 | (1,391) | (3.6) | % | 21.3 | % | 22.8 | % | ||||||||||||||||||||||||||
| Multi-asset (1) | 21,060 | 20,914 | 146 | 0.7 | % | 12.1 | % | 12.4 | % | ||||||||||||||||||||||||||
| Alternatives (2) | 16,331 | 17,830 | (1,499) | (8.4) | % | 9.4 | % | 10.6 | % | ||||||||||||||||||||||||||
| Total | $ | 173,585 | $ | 168,316 | $ | 5,269 | 3.1 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||
(1) Consists of multi-asset offerings not included in equity, fixed income, and alternatives.
(2) Consists of managed futures, event-driven, real estate securities, infrastructure, long/short and other strategies.
21
Average Assets Under Management and Average Fees Earned
The following tables summarize the average management fees earned in basis points and average assets under management:
| Three Months Ended June 30, | |||||||||||||||||||||||
Average Fee Earned (expressed in basis points) | Average Assets Under Management (in millions) (4) | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Open-End Funds (1) | 50.9 | 49.3 | $ | 56,692 | $ | 56,120 | |||||||||||||||||
| Closed-End Funds | 58.6 | 57.6 | 9,894 | 10,224 | |||||||||||||||||||
| Retail Separate Accounts (2) | 43.3 | 44.1 | 46,816 | 37,397 | |||||||||||||||||||
| Institutional Accounts (3) | 30.7 | 31.6 | 61,773 | 59,248 | |||||||||||||||||||
| All Products | 42.2 | 42.2 | $ | 175,175 | $ | 162,989 | |||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
Average Fee Earned (expressed in basis points) | Average Assets Under Management (in millions) (4) | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Open-End Funds (1) | 50.4 | 48.5 | $ | 56,760 | $ | 55,131 | |||||||||||||||||
| Closed-End Funds | 58.6 | 57.3 | 9,878 | 10,323 | |||||||||||||||||||
| Retail Separate Accounts (2) | 43.6 | 44.2 | 45,009 | 36,375 | |||||||||||||||||||
| Institutional Accounts (3) | 30.8 | 31.7 | 62,620 | 55,846 | |||||||||||||||||||
| All Products | 42.0 | 42.1 | $ | 174,267 | $ | 157,675 | |||||||||||||||||
(1)Represents assets under management of U.S. retail funds, global funds, ETFs and variable insurance funds.
(2)Includes investment models provided to managed account sponsors.
(3)Represents assets under management of institutional separate and commingled accounts including structured products.
(4)Averages are calculated as follows:
–Funds - average daily or weekly balances
–Retail Separate Accounts - prior-quarter ending balances
–Institutional Accounts - average of month-end balances
Average fees earned represent investment management fees, net of revenue-related adjustments, and excluding the impact of consolidated investment products ("CIP") divided by average net assets. Revenue-related adjustments are based on specific agreements and reflect the portion of investment management fees passed-through to third-party client intermediaries for services to investors in sponsored investment products. Fund fees are calculated based on average daily or weekly net assets. Retail separate account fees are calculated based on the end of the preceding or current quarter’s asset values or on an average of month-end balances. Institutional account fees are calculated based on an average of month-end balances, an average of current quarter’s asset values or on a combination of the underlying cash flows and the principal value of the product. Average fees earned will vary based on several factors, including the asset mix and expense reimbursements to the funds.
The average fee rate earned on all products was flat for the three and six months ended June 30, 2024 compared to the same periods in the prior year.
22
Results of Operations
Summary Financial Data
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Investment management fees | $ | 191,652 | $ | 179,979 | $ | 11,673 | 6.5 | % | $ | 380,012 | $ | 344,457 | $ | 35,555 | 10.3 | % | |||||||||||||||||||||||||||||||
| Other revenue | 32,732 | 33,557 | (825) | (2.5) | % | 66,414 | 66,953 | (539) | (0.8) | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | 224,384 | 213,536 | 10,848 | 5.1 | % | 446,426 | 411,410 | 35,016 | 8.5 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 180,179 | 174,490 | 5,689 | 3.3 | % | 369,915 | 343,785 | 26,130 | 7.6 | % | |||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 44,205 | 39,046 | 5,159 | 13.2 | % | 76,511 | 67,625 | 8,886 | 13.1 | % | |||||||||||||||||||||||||||||||||||||
| Other income (expense), net | (13,892) | (3,566) | (10,326) | 289.6 | % | (8,391) | 1,357 | (9,748) | (718.3) | % | |||||||||||||||||||||||||||||||||||||
| Interest income (expense), net | 7,457 | 5,610 | 1,847 | 32.9 | % | 16,348 | 15,454 | 894 | 5.8 | % | |||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 37,770 | 41,090 | (3,320) | (8.1) | % | 84,468 | 84,436 | 32 | N/M | ||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 11,748 | 10,910 | 838 | 7.7 | % | 20,579 | 19,613 | 966 | 4.9 | % | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | 26,022 | 30,180 | (4,158) | (13.8) | % | 63,889 | 64,823 | (934) | (1.4) | % | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | (8,408) | 77 | (8,485) | N/M | (16,417) | 4,058 | (20,475) | N/M | |||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Virtus Investment Partners, Inc. | $ | 17,614 | $ | 30,257 | $ | (12,643) | (41.8) | % | $ | 47,472 | $ | 68,881 | $ | (21,409) | (31.1) | % | |||||||||||||||||||||||||||||||
| Earnings (loss) per share-diluted | $ | 2.43 | $ | 4.10 | $ | (1.67) | (40.7) | % | $ | 6.54 | $ | 9.31 | $ | (2.77) | (29.8) | % | |||||||||||||||||||||||||||||||
N/M = Not Meaningful
In the second quarter of 2024, total revenues increased 5.1% to $224.4 million from $213.5 million in the second quarter of 2023, primarily as a result of increased average assets under management during the current year period compared to the prior year period. Operating income increased $5.2 million to $44.2 million in the second quarter of 2024 compared to $39.0 million in the second quarter of 2023, due primarily to the aforementioned increased revenue, partially offset by increased operating expenses.
Revenues
Revenues by source were as follows:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Investment management fees | |||||||||||||||||||||||||||||||||||||||||||||||
| Open-end funds | $ | 79,883 | $ | 78,161 | $ | 1,722 | 2.2 | % | $ | 158,563 | $ | 149,427 | $ | 9,136 | 6.1 | % | |||||||||||||||||||||||||||||||
| Closed-end funds | 14,405 | 14,674 | (269) | (1.8) | % | 28,799 | 29,352 | (553) | (1.9) | % | |||||||||||||||||||||||||||||||||||||
| Retail separate accounts | 52,216 | 42,803 | 9,413 | 22.0 | % | 101,197 | 82,882 | 18,315 | 22.1 | % | |||||||||||||||||||||||||||||||||||||
| Institutional accounts | 45,148 | 44,341 | 807 | 1.8 | % | 91,453 | 82,796 | 8,657 | 10.5 | % | |||||||||||||||||||||||||||||||||||||
| Total investment management fees | 191,652 | 179,979 | 11,673 | 6.5 | % | 380,012 | 344,457 | 35,555 | 10.3 | % | |||||||||||||||||||||||||||||||||||||
| Distribution and service fees | 13,410 | 14,132 | (722) | (5.1) | % | 27,440 | 28,285 | (845) | (3.0) | % | |||||||||||||||||||||||||||||||||||||
| Administration and shareholder service fees | 18,308 | 18,240 | 68 | 0.4 | % | 36,986 | 36,599 | 387 | 1.1 | % | |||||||||||||||||||||||||||||||||||||
| Other income and fees | 1,014 | 1,185 | (171) | (14.4) | % | 1,988 | 2,069 | (81) | (3.9) | % | |||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | 224,384 | $ | 213,536 | $ | 10,848 | 5.1 | % | $ | 446,426 | $ | 411,410 | $ | 35,016 | 8.5 | % | |||||||||||||||||||||||||||||||
Investment Management Fees
Investment management fees are earned based on a percentage of assets under management and are paid pursuant to the terms of the respective investment management agreements, which generally require monthly or quarterly payments. Investment management fees increased by $11.7 million, or 6.5%, and $35.6 million, or 10.3% for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to the increase in average
23
assets under management.
Distribution and Service Fees
Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution services. Distribution and service fees decreased by $0.7 million, or 5.1%, and $0.8 million, or 3.0%, for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to lower sales and average assets under management for open-end funds in share classes that have sales- and asset-based distribution and service fees.
Administration and Shareholder Service Fees
Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our U.S. retail funds, ETFs and certain closed-end funds. Fund administration and shareholder service fees remained consistent during the three months ended June 30, 2024 compared to the same period in the prior year and increased by $0.4 million, or 1.1%, for the six months ended June 30, 2024, compared to the same period in the prior year. The increase for the six-month period was primarily due to the increase in average assets under management of our U.S. retail funds and ETFs.
Other Income and Fees
Other income and fees primarily represent fees related to other fee-earning assets and contingent sales charges earned from investor redemptions of certain shares sold without a front-end sales charge. Other income and fees decreased by $0.2 million, or 14.4%, for the three months ended June 30, 2024, and remained consistent during the six months ended June 30, 2024 compared to the same periods in the prior year. The decrease during the three-month period is primarily due to lower fees earned on other fee-earning assets and lower fees received for trading and investment services.
Operating Expenses
Operating expenses by category were as follows:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Employment expenses | $ | 105,667 | $ | 104,694 | $ | 973 | 0.9 | % | $ | 220,830 | $ | 203,308 | $ | 17,522 | 8.6 | % | |||||||||||||||||||||||||||||||
| Distribution and other asset-based expenses | 23,695 | 25,460 | (1,765) | (6.9) | % | 48,043 | 49,175 | (1,132) | (2.3) | % | |||||||||||||||||||||||||||||||||||||
| Other operating expenses | 33,050 | 33,483 | (433) | (1.3) | % | 64,425 | 64,213 | 212 | 0.3 | % | |||||||||||||||||||||||||||||||||||||
| Other operating expenses of CIP | 2,909 | 360 | 2,549 | 708.1 | % | 3,599 | 1,060 | 2,539 | 239.5 | % | |||||||||||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | (3,300) | (6,800) | 3,500 | (51.5) | % | (3,300) | (6,800) | 3,500 | (51.5) | % | |||||||||||||||||||||||||||||||||||||
| Restructuring expense | 690 | — | 690 | N/M | 1,487 | — | 1,487 | N/M | |||||||||||||||||||||||||||||||||||||||
| Depreciation expense | 2,270 | 1,485 | 785 | 52.9 | % | 4,298 | 2,630 | 1,668 | 63.4 | % | |||||||||||||||||||||||||||||||||||||
| Amortization expense | 15,198 | 15,808 | (610) | (3.9) | % | 30,533 | 30,199 | 334 | 1.1 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 180,179 | $ | 174,490 | $ | 5,689 | 3.3 | % | $ | 369,915 | $ | 343,785 | $ | 26,130 | 7.6 | % | |||||||||||||||||||||||||||||||
N/M = Not Meaningful
Employment Expenses
Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses of $105.7 million increased by $1.0 million, or 0.9%, for the three months ended June 30, 2024 primarily due to an increase in profit- and sales-based compensation. Employment expenses increased by $17.5 million, or 8.6%, for the six months ended June 30, 2024, compared to the same period in the prior year primarily due to an increase in profit- and sales-based compensation and the addition of AlphaSimplex.
Distribution and Other Asset-Based Expenses
Distribution and other asset-based expenses consist primarily of payments to third-party client intermediaries for providing services to investors in sponsored investment products. These payments are primarily based on assets under management. Distribution and other asset-based expenses also include the amortization of deferred sales commissions related
24
to up-front commissions on shares sold without a front-end sales charge to shareholders. The deferred sales commissions are amortized on a straight-line basis over the period commissions are recovered from distribution fee revenues and contingent sales charges received upon redemption of shares. During the three and six months ended June 30, 2024, distribution and other asset-based expenses decreased by $1.8 million, or 6.9%, and $1.1 million, or 2.3%, respectively, compared to the same periods in the prior year primarily due to decreases in assets under management in share classes that have asset-based distribution and other expenses.
Other Operating Expenses
Other operating expenses primarily consist of investment research and technology costs, professional fees, travel and distribution-related costs, rent and occupancy expenses, and other business costs. Other operating expenses remained consistent during the three and six months ended June 30, 2024 compared to the same periods in the prior year.
Other Operating Expenses of CIP
Other operating expenses of CIP increased by $2.5 million, or 708.1%, and $2.5 million, or 239.5%, for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to the refinancing of two CLOs in the current year periods.
Change in Fair Value of Contingent Consideration
Contingent consideration related to the Company's acquisitions are fair valued on each reporting date incorporating changes in various estimates, including underlying performance estimates, discount rates and the amount of time until the conditions of the contingent payments are achieved. The change in fair value is recorded in the current period as a gain or loss. The $3.5 million change in fair value of contingent consideration for the three and six months ended June 30, 2024 compared to the same periods in the prior year was primarily attributable to changes in underlying performance estimates.
Depreciation Expense
Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense increased $0.8 million, or 52.9%, and $1.7 million, or 63.4%, for the three and six months ended June 30, 2024, compared to the same periods in the prior year. The increase during both periods was primarily due to the acceleration of deprecation on leasehold improvements in the current year periods, software and equipment purchases in the current and prior year periods and depreciation expense for new office space.
Amortization Expense
Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense decreased $0.6 million, or 3.9%, for the three months ended June 30, 2024, compared to the same period in the prior year, primarily due to intangible assets becoming fully amortized during the current year period. Amortization expense increased by $0.3 million, or 1.1%, for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to the addition of AlphaSimplex intangible assets in the second quarter of the prior year partially offset by intangible assets becoming fully amortized during the current year period.
Other Income (Expense)
Other Income (Expense), net by category were as follows:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Realized and unrealized gain (loss) on investments, net | $ | (1,553) | $ | 1,717 | $ | (3,270) | (190.4) | % | $ | 1,863 | $ | 4,387 | $ | (2,524) | (57.5) | % | |||||||||||||||||||||||||||||||
| Realized and unrealized gain (loss) of CIP, net | (12,936) | (4,436) | (8,500) | 191.6 | % | (11,401) | (1,840) | (9,561) | 519.6 | % | |||||||||||||||||||||||||||||||||||||
| Other income (expense), net | 597 | (847) | 1,444 | (170.5) | % | 1,147 | (1,190) | 2,337 | (196.4) | % | |||||||||||||||||||||||||||||||||||||
| Total Other Income (Expense), net | $ | (13,892) | $ | (3,566) | $ | (10,326) | 289.6 | % | $ | (8,391) | $ | 1,357 | $ | (9,748) | (718.3) | % | |||||||||||||||||||||||||||||||
25
Realized and unrealized gain (loss) on investments, net
Realized and unrealized gain (loss) on investments, net changed during the three and six months ended June 30, 2024 by $(3.3) million and $(2.5) million, respectively, compared to the same periods in the prior year. The realized and unrealized gains and losses reflect changes in overall market conditions for the respective periods.
Realized and unrealized gain (loss) of CIP, net
Realized and unrealized gain (loss) of CIP, net changed by $(8.5) million and $(9.6) million for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year. The change for the three months ended June 30, 2024 consisted primarily of changes in unrealized losses of $32.1 million related to the value of the notes payable, partially offset by net unrealized and realized gains of $23.6 million due to changes in market values of leveraged loans. The change for the six months ended June 30, 2024 consisted primarily of changes in unrealized losses of $15.3 million related to the value of the notes payable, partially offset by net unrealized and realized gains of $5.7 million due to changes in market values of leveraged loans.
Other income (expense), net
Other income (expense), net changed by $1.4 million and $2.3 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to changes in the gains and losses on our equity method investments.
Interest Income (Expense)
Interest Income (Expense), net by category were as follows:
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Interest Income (Expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | (5,611) | $ | (6,217) | $ | 606 | (9.7) | % | $ | (11,292) | $ | (11,222) | $ | (70) | 0.6 | % | |||||||||||||||||||||||||||||||
| Interest and dividend income | 2,643 | 2,675 | (32) | (1.2) | % | 6,112 | 5,913 | 199 | 3.4 | % | |||||||||||||||||||||||||||||||||||||
| Interest and dividend income of investments of CIP | 52,385 | 47,884 | 4,501 | 9.4 | % | 103,500 | 94,698 | 8,802 | 9.3 | % | |||||||||||||||||||||||||||||||||||||
| Interest expense of CIP | (41,960) | (38,732) | (3,228) | 8.3 | % | (81,972) | (73,935) | (8,037) | 10.9 | % | |||||||||||||||||||||||||||||||||||||
| Total Interest Income (Expense), net | $ | 7,457 | $ | 5,610 | $ | 1,847 | 32.9 | % | $ | 16,348 | $ | 15,454 | $ | 894 | 5.8 | % | |||||||||||||||||||||||||||||||
Interest Expense
Interest expense decreased $0.6 million, or 9.7%, for the three months ended June 30, 2024 and remained consistent during the six months ended June 30, 2024. The decrease during the three-month period was primarily due to lower average debt outstanding during the current year period.
Interest and Dividend Income
Interest and dividend income remained consistent during the three and six months ended June 30, 2024 compared to the same periods in the prior year.
Interest and Dividend Income of Investments of CIP
Interest and dividend income of investments of CIP increased $4.5 million, or 9.4%, and $8.8 million, or 9.3% for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year. The increases were primarily due to the addition of a CLO in the third quarter of 2023 and higher average interest rates during the current year periods.
Interest Expense of CIP
Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP increased by $3.2 million, or 8.3%, and $8.0 million, or 10.9% for the three and six months ended June 30, 2024, compared to the same periods in the prior year primarily due to the addition of a CLO in the third quarter of 2023 and higher average interest rates in the current year periods.
26
Income Tax Expense (Benefit)
The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 24.4% and 23.2% for the six months ended June 30, 2024 and 2023, respectively. The higher estimated effective tax rate for the six months ended June 30, 2024 was primarily due to a change in excess tax benefits associated with stock-based compensation and the change in valuation allowances in the current year related to the tax effects of unrealized gains on certain of our investments.
Liquidity and Capital Resources
Certain Financial Data
The following table summarizes certain financial data relating to our liquidity and capital resources:
| June 30, 2024 | December 31, 2023 | Change | |||||||||||||||||||||
| (in thousands) | $ | % | |||||||||||||||||||||
| Balance Sheet Data | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 183,001 | $ | 239,602 | $ | (56,601) | (23.6) | % | |||||||||||||||
| Investments | 122,316 | 132,696 | (10,380) | (7.8) | % | ||||||||||||||||||
| Contingent consideration | 63,404 | 90,938 | (27,534) | (30.3) | % | ||||||||||||||||||
| Debt | 247,605 | 253,412 | (5,807) | (2.3) | % | ||||||||||||||||||
| Redeemable noncontrolling interests | 129,450 | 104,869 | 24,581 | 23.4 | % | ||||||||||||||||||
| Total equity | 872,118 | 868,289 | 3,829 | 0.4 | % | ||||||||||||||||||
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | $ | % | |||||||||||||||||||
| Cash Flow Data | |||||||||||||||||||||||
| Provided by (Used in): | |||||||||||||||||||||||
| Operating activities | $ | 35,427 | $ | 102,088 | $ | (66,661) | (65.3) | % | |||||||||||||||
| Investing activities | (3,800) | (123,244) | 119,444 | (96.9) | % | ||||||||||||||||||
| Financing activities | (21,844) | (210,727) | 188,883 | (89.6) | % | ||||||||||||||||||
Overview
At June 30, 2024, we had $183.0 million of cash and cash equivalents and $122.3 million of investments, which included $86.2 million of investment securities, compared to $239.6 million of cash and cash equivalents and $132.7 million of investments, which included $97.3 million of investment securities, at December 31, 2023.
Uses of Capital
Our operating expenses consist of employee compensation and related benefit costs and other operating expenses, which primarily consist of investment research, technology costs, professional fees, distribution and occupancy costs, as well as interest on our indebtedness and income taxes. Annual incentive compensation, our largest annual operating cash expenditure, is paid in the first quarter of the year. In 2024 and 2023, we paid $146.1 million and $142.1 million, respectively, in incentive compensation earned during the years ended December 31, 2023 and 2022, respectively.
In addition to operating activities, other uses of cash could include: (i) investments in organic growth, including seeding or launching new products and expanding distribution; (ii) debt principal payments through scheduled amortization or additional paydowns; (iii) dividend payments to common stockholders; (iv) repurchases of our common stock, or withholding obligations for the net settlement of employee share transactions; (v) investments in our technology infrastructure; (vi) investments in inorganic growth opportunities that may require upfront and/or future payments; (vii) integration costs, including restructuring and severance, related to acquisitions, if any; and (viii) purchases of affiliate equity interests.
Capital and Reserve Requirements
Certain of our subsidiaries are registered with the SEC, Central Bank of Ireland (CBI) or other regulators that subject them to certain rules regarding minimum net capital. Failure to meet these requirements could result in adverse consequences
27
to us, including additional reporting requirements, or interruption of our business. At June 30, 2024, these subsidiaries were in compliance with all minimum net capital requirements.
Balance Sheet
Cash and cash equivalents consist of cash in banks and money market fund investments. Investments consist primarily of investments in our sponsored funds. CIP represent investment products for which we provide investment management services and where we have either a controlling financial interest or are considered the primary beneficiary of an investment product that is considered a variable interest entity.
Operating Cash Flow
Net cash provided by operating activities of $35.4 million for the six months ended June 30, 2024 decreased by $66.7 million from net cash provided by operating activities of $102.1 million for the same period in the prior year primarily due to a decrease of $48.0 million in net sales of investments by CIP in the current year period and an increase in payments of incentive compensation in the current year.
Investing Cash Flow
Cash flows from investing activities consist primarily of capital expenditures and other investing activities related to our business operations. Net cash used in investing activities of $3.8 million for the six months ended June 30, 2024 decreased by $119.4 million from net cash used in investing activities of $123.2 million for the same period in the prior year primarily due to the AlphaSimplex acquisition in the prior year.
Financing Cash Flow
Cash flows from financing activities consist primarily of transactions related to our common shares, issuance and repayment of debt by us and CIP, payments of contingent consideration and purchases and sales of noncontrolling interests. Net cash used in financing activities of $21.8 million for the six months ended June 30, 2024 decreased by $188.9 million from net cash used of $210.7 million for the same period in the prior year primarily due to a $222.6 million increase in net borrowings of CIP attributable to the refinancing of two CLOs in the current period partially offset by the prior year period $50.0 million borrowing on the credit facility as part of the AlphaSimplex acquisition.
Credit Agreement
The Company's credit agreement, as amended (the "Credit Agreement"), comprises (i) a $275.0 million term loan with a seven-year term (the "Term Loan") expiring in September 2028, and (ii) a $175.0 million revolving credit facility with a five-year term expiring in September 2026. The Company repaid $6.4 million outstanding under the Term Loan during the six months ended June 30, 2024 and had $252.4 million outstanding under the Term Loan at June 30, 2024. In accordance with ASC 835, Interest, the amounts outstanding under the Company's Term Loan are presented on the Condensed Consolidated Balance Sheet net of related debt issuance costs, which were $4.8 million as of June 30, 2024.
Critical Accounting Policies and Estimates
Our financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates. Actual results will vary from these estimates. A discussion of our critical accounting policies and estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K. A complete description of our significant accounting policies is included in our 2023 Annual Report on Form 10-K. There were no material changes in our critical accounting policies and estimates in the three months ended June 30, 2024.
Recently Issued Accounting Pronouncements
For a discussion of accounting standards, see Note 2 in our condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is primarily exposed to market risk associated with unfavorable movements in interest rates and securities prices. During the three and six months ended June 30, 2024, there were no material changes to the information contained in Part II, Item 7A of the Company's 2023 Annual Report on Form 10-K.
28
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024, the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The information set forth in response to Item 103 of Regulation S-K under "Legal Proceedings" is incorporated by reference from Part I, Financial Information Item 1. "Financial Statements" Note 14 "Commitments and Contingencies" of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to the Company’s risk factors from those previously reported in our 2023 Annual Report on Form 10-K.
29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
An aggregate of 5,680,045 shares of our common stock have been authorized to be repurchased under a share repurchase program since it was initially approved in 2010 by our Board of Directors. As of June 30, 2024, 528,338 shares remained available for repurchase. Under the terms of the program, we may repurchase shares of our common stock from time to time at our discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price, prevailing market and business conditions, tax and other financial considerations. The program, which has no specified term, may be suspended or terminated at any time.
The following table sets forth information regarding our share repurchases in each month during the quarter ended June 30, 2024.
| Period | Total number of shares purchased | Average price paid per share (1) | Total number of shares purchased as part of publicly announced plans or programs (2) | Maximum number of shares that may yet be purchased under the plans or programs (2) | |||||||||||||||||||
| April 1-30, 2024 | — | $ | — | — | 583,437 | ||||||||||||||||||
| May 1-31, 2024 | 30,988 | $ | 232.11 | 30,988 | 552,449 | ||||||||||||||||||
| June 1-30, 2024 | 24,111 | $ | 220.04 | 24,111 | 528,338 | ||||||||||||||||||
| Total | 55,099 | 55,099 | |||||||||||||||||||||
(1)Average price paid per share is calculated on a settlement basis and excludes commissions and taxes.
(2)The share repurchases above were completed pursuant to a program announced in the fourth quarter of 2010 and most recently expanded in May 2022. This repurchase program is not subject to an expiration date.
Item 5. Other Information
During the three months ended June 30, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted terminated
30
Item 6. Exhibits
Exhibit Number | Description | |||||||
10.1* | Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed May 16, 2024). | |||||||
| Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||
| Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||
32.1# | Certification of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) | |||||||
* Management contract, compensatory plan or arrangement.
# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 8, 2024
| VIRTUS INVESTMENT PARTNERS, INC. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Michael A. Angerthal | |||||||
| Michael A. Angerthal | ||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
32