0000883237false00008832372024-02-022024-02-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 2, 2024
Date of Report (date of earliest event reported)

VIRTUS INVESTMENT PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-10994
26-3962811
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Financial Plaza
Hartford
CT
06103
(Address of principal executive offices)
(Zip Code)
(800) 248-7971
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueVRTSThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.



Item 2.02 Results of Operations and Financial Condition.
 
On February 2, 2024, Virtus Investment Partners, Inc. (the “Company”) issued a press release reporting results for the quarter ended December 31, 2023. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information in this report, including the exhibits hereto, (i) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and (ii) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibits in this particular report are incorporated by reference).


Item 9.01 Financial Statements and Exhibits.
 
    (d)     Exhibits
 
99.1    Press release of Virtus Investment Partners, Inc., dated February 2, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).






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 hereunto duly authorized.
 
  VIRTUS INVESTMENT PARTNERS, INC. 
     
     
     
Dated:February 2, 2024By:  /s/ Michael A. Angerthal 
  Name:Michael A. Angerthal 
  Title:Chief Financial Officer 
     




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News Release

Virtus Investment Partners Announces Financial Results for Fourth Quarter 2023

Earnings Per Share - Diluted of $4.21; Earnings Per Share - Diluted, as Adjusted, of $6.11
Total Sales of $6.2B; Net Flows of ($3.8B); Assets Under Management of $172.3B

Hartford, CT, February 2, 2024 - Virtus Investment Partners, Inc. (NYSE: VRTS) today reported financial results for the three months ended December 31, 2023.

Financial Highlights (Unaudited)
(in millions, except per share data or as noted)
Three Months EndedThree Months Ended
12/31/202312/31/2022Change9/30/2023Change
U.S. GAAP Financial Measures
Revenues$214.6 $198.4 %$219.3 (2 %)
Operating expenses$175.6 $167.2 %$174.4 %
Operating income (loss)$39.0 $31.2 25 %$44.9 (13 %)
Operating margin18.2 %15.7 %20.5 %
Net income (loss) attributable to Virtus Investment Partners, Inc.$30.8 $35.4 (13 %)$30.9 — %
Earnings (loss) per share - diluted$4.21 $4.77 (12 %)$4.19 — %
Weighted average shares outstanding - diluted7.320 7.419 (1 %)7.379 (1 %)
Non-GAAP Financial Measures (1)
Revenues, as adjusted$193.4 $176.3 10 %$197.5 (2 %)
Operating expenses, as adjusted$129.5 $120.2 %$130.5 (1 %)
Operating income (loss), as adjusted$63.9 $56.1 14 %$67.0 (5 %)
Operating margin, as adjusted33.0 %31.8 %33.9 %
Net income (loss) attributable to Virtus Investment Partners, Inc., as adjusted$44.8 $38.3 17 %$45.8 (2 %)
Earnings (loss) per share - diluted, as adjusted$6.11 $5.17 18 %$6.21 (2 %)
Weighted average shares outstanding - diluted, as adjusted7.320 7.419 (1 %)7.379 (1 %)
(1) See the information beginning on page 10 for reconciliations to the most directly comparable U.S. GAAP measures and other important disclosures

Earnings Summary
The company presents U.S. GAAP and non-GAAP earnings information in this release. Management believes that the non-GAAP financial measures presented reflect the company’s operating results from providing investment management and related services to individuals and institutions and uses these measures to evaluate financial performance. Non-GAAP financial measures have material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures. Reconciliations of the non-GAAP financial measures to the most comparable U.S. GAAP measures can be found beginning on page 10 of this earnings release.

Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 2.

Assets Under Management and Asset Flows
(in billions)
Three Months EndedThree Months Ended
12/31/202312/31/2022Change9/30/2023Change
Ending total assets under management$172.3 $149.4 15 %$162.5 %
Average total assets under management$162.7 $148.6 %$167.9 (3 %)
Total sales$6.2 $7.3 (14 %)$5.8 %
Net flows$(3.8)$(3.4)12 %$(1.5)N/M
N/M - Not Meaningful

Total assets under management of $172.3 billion at December 31, 2023 increased 6% from $162.5 billion at September 30, 2023 primarily due to market performance with positive net flows in retail separate accounts, partially offset by net outflows in institutional and open-end funds. In addition, the company provided services to $2.6 billion of other fee-earning assets.
Total sales increased 7% to $6.2 billion from $5.8 billion in the third quarter due to higher retail sales, with growth in both retail separate accounts and open-end funds. Retail separate account sales of $2.1 billion increased 15% from $1.8 billion led by growth in the private client channel. Open-end fund sales of $2.9 billion increased 9% from $2.7 billion primarily reflecting higher sales of mid-cap, small/mid-cap, and bank loan strategies. Institutional sales of $1.2 billion declined modestly from $1.3 billion in the prior quarter, which included a $0.3 billion collateralized loan obligation (CLO) issuance.
Net flows of ($3.8) billion compared with ($1.5) billion in the third quarter. Institutional net flows of ($2.2) billion compared with ($0.4) billion and included repositioning by several large retirement plan mandates. Retail separate account net flows of $0.4 billion increased from $0.3 billion in the prior quarter, with net inflows in both the intermediary sold and private client channels. Open-end fund net flows of ($2.0) billion compared with ($1.5) billion in the prior quarter due to higher redemptions across strategies but included continued positive net flows in small/mid-cap and global equity strategies.












Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 3.

GAAP Results
Operating income of $39.0 million declined 13% from $44.9 million in the prior quarter due to a 2% decrease in revenues, reflecting lower average assets under management, and a 1% increase in operating expenses. The increase in operating expenses primarily reflected CLO issuance expenses and fair value adjustments to contingent consideration, partially offset by lower employment expenses, primarily variable incentive compensation, and lower distribution and other asset-based expenses.

Net income attributable to Virtus Investment Partners, Inc. of $4.21 per diluted share included ($0.71) of fair value adjustments to affiliate noncontrolling interests, ($0.36) of CLO issuance expense, ($0.18) of acquisition and integration costs, and ($0.13) of fair value adjustments to contingent consideration, partially offset by $0.35 of realized and unrealized gains on investments. Net income per diluted share of $4.19 in the prior quarter included ($0.67) of fair value adjustments to affiliate noncontrolling interests and ($0.30) of acquisition and integration costs.

The effective tax rate of 26% increased from 24% in the prior quarter, primarily reflecting changes in valuation allowances related to marketable securities.

Non-GAAP Results
Revenues, as adjusted, of $193.4 million decreased 2% from $197.5 million in the prior quarter primarily due to 3% lower average assets under management partially offset by higher performance fees.
Employment expenses, as adjusted, of $96.7 million decreased from $98.8 million in the prior quarter primarily due to lower variable incentive compensation. Other operating expenses, as adjusted, of $31.2 million increased from $30.1 million largely due to higher travel and related expenses and increased market data expenses.

Operating income, as adjusted, of $63.9 million and the related margin of 33.0% decreased from $67.0 million and 33.9% in the prior quarter, respectively, due to the lower investment management fees driven by lower average assets under management.

Net income attributable to Virtus Investment Partners, Inc., as adjusted, per diluted share was $6.11, a modest decrease of $0.10, or 2%, from $6.21 in the prior quarter. The decrease primarily reflected lower investment management fees due to lower average assets under management.

The effective tax rate, as adjusted, of 27% was unchanged from the prior quarter.

Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 4.

Select Balance Sheet Items (Unaudited)
(in millions)
As ofAs of
12/31/202312/31/2022Change9/30/2023Change
Cash and cash equivalents$239.6 $338.2 (29 %)$195.4 23 %
Gross debt (1)$258.8 $261.6 (1 %)$279.5 (7 %)
Contingent consideration (2)$90.9 $128.4 (29 %)$94.4 (4 %)
Redeemable noncontrolling interests (3)$74.2 $95.5 (22 %)$70.6 %
Total equity exc. noncontrolling interests$864.0 $817.0 %$862.1 — %
Working capital (4)$100.6 $193.2 (48 %)$105.6 (5 %)
Net debt (cash) (5)$19.2 $(76.7)N/M$84.1 (77 %)
(1)Excludes deferred financing costs of $5.4 million, $6.5 million, and $5.7 million, as of December 31, 2023, December 31, 2022, and September 30, 2023, respectively
(2)Represents estimates of revenue participation and contingent payments
(3)Excludes redeemable noncontrolling interests of consolidated investment products of $30.6 million, $18.3 million, and $25.7 million as of December 31, 2023, December 31, 2022, and September 30, 2023, respectively
(4)Defined as cash and cash equivalents plus accounts receivable, net, and deferred compensation related investments less accrued compensation and benefits, accounts payable and accrued liabilities, dividends payable, debt principal payments due over next 12 months and revenue participation amounts earned as of the balance sheet date and due within 12 months. As of December 31, 2023, deferred compensation related investments were added to the definition of working capital and prior period amounts have been adjusted to conform to this definition.
(5)Defined as gross debt less cash and cash equivalents
N/M - Not Meaningful

Working capital of $100.6 million at December 31, 2023 compared with $105.6 million at September 30, 2023, as return of capital and debt repayment offset cash earnings.
During the quarter, the company repurchased 97,952 shares of common stock for $20.0 million. For the full year 2023, the company repurchased 223,807 shares for $45.0 million and reduced shares outstanding by 1.3%.
The company repaid the remaining $20.0 million balance of the revolving credit facility during the quarter. Net debt was $19.2 million, or 0.1x EBITDA, at December 31, 2023.




Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 5.

Conference Call and Investor Presentation
Management will host an investor conference call and webcast on Friday, February 2, 2024, at 10 a.m. Eastern to discuss these financial results and related matters. The presentation that will accompany the conference call is available in the Investor Relations section of virtus.com. A replay of the call will be available in the Investor Relations section for at least one year.

About Virtus Investment Partners, Inc.
Virtus Investment Partners (NYSE: VRTS) is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. We provide investment management products and services from our affiliated managers, each with a distinct investment style and autonomous investment process, as well as select subadvisers. Investment solutions are available across multiple disciplines and product types to meet a wide array of investor needs. Additional information about our firm, investment partners, and strategies is available at virtus.com.

Investor Relations Contact
Sean Rourke
(860) 263-4709
sean.rourke@virtus.com






















Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 6.

U.S. GAAP Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months EndedThree Months EndedTwelve Months Ended
12/31/202312/31/2022Change9/30/2023Change12/31/202312/31/2022Change
Revenues
Investment management fees$182,149 $163,648 11 %$184,869 (1 %)$711,475 $728,339 (2 %)
Distribution and service fees13,535 14,606 (7 %)14,333 (6 %)56,153 67,518 (17 %)
Administration and shareholder service fees18,189 18,973 (4 %)19,069 (5 %)73,857 85,862 (14 %)
Other income and fees714 1,144 (38 %)1,000 (29 %)3,783 4,660 (19 %)
     Total revenues214,587 198,371 %219,271 (2 %)845,268 886,379 (5 %)
Operating Expenses
Employment expenses99,847 87,676 14 %101,587 (2 %)404,742 371,259 %
Distribution and other asset-based expenses23,470 24,365 (4 %)24,157 (3 %)96,802 112,612 (14 %)
Other operating expenses31,164 31,811 (2 %)30,494 %125,871 126,178 — %
Operating expenses of consolidated investment products2,611 2,481 %553 372 %4,224 4,408 (4 %)
Restructuring expense133 — N/M691 (81 %)824 4,015 (79 %)
Change in fair value of contingent consideration1,290 5,120 (75 %)— N/M(5,510)8,020 N/M
Depreciation expense1,670 1,088 53 %1,504 11 %5,804 3,923 48 %
Amortization expense15,446 14,609 %15,382 — %61,027 58,504 %
     Total operating expenses175,631 167,150 %174,368 %693,784 688,919 %
Operating Income (Loss)38,956 31,221 25 %44,903 (13 %)151,484 197,460 (23 %)
Other Income (Expense)
Realized and unrealized gain (loss) on investments, net4,056 3,529 15 %(1,918)N/M6,525 (12,489)N/M
Realized and unrealized gain (loss) of consolidated investment products, net449 4,147 (89 %)(1,013)N/M(2,404)(39,296)(94 %)
Other income (expense), net622 (352)N/M128 386 %(440)(153)188 %
     Total other income (expense), net5,127 7,324 (30 %)(2,803)N/M3,681 (51,938)N/M
Interest Income (Expense)
Interest expense(5,987)(4,512)33 %(6,222)(4 %)(23,431)(13,173)78 %
Interest and dividend income3,673 2,578 42 %2,872 28 %12,458 4,448 180 %
Interest and dividend income of investments of consolidated investment products53,206 35,889 48 %49,803 %197,707 107,325 84 %
Interest expense of consolidated investment products(43,182)(33,374)29 %(38,218)13 %(155,335)(80,234)94 %
     Total interest income (expense), net7,710 581 N/M8,235 (6 %)31,399 18,366 71 %
Income (Loss) Before Income Taxes51,793 39,126 32 %50,335 %186,564 163,888 14 %
Income tax expense (benefit)13,294 13,291 — %12,181 %45,088 57,260 (21 %)
Net Income (Loss)38,499 25,835 49 %38,154 %141,476 106,628 33 %
Noncontrolling interests(7,665)9,565 N/M(7,248)%(10,855)10,913 N/M
Net Income (Loss) Attributable to Virtus Investment Partners, Inc.$30,834 $35,400 (13 %)$30,906 — %$130,621 $117,541 11 %
Earnings (Loss) Per Share - Basic$4.30 $4.87 (12 %)$4.26 %$18.02 $15.90 13 %
Earnings (Loss) Per Share - Diluted$4.21 $4.77 (12 %)$4.19 — %$17.71 $15.50 14 %
Cash Dividends Declared Per Common Share$1.90 $1.65 15 %$1.90 — %$7.10 $6.30 13 %
Weighted Average Shares Outstanding - Basic7,178 7,262 (1 %)7,258 (1 %)7,249 7,391 (2 %)
Weighted Average Shares Outstanding - Diluted7,320 7,419 (1 %)7,379 (1 %)7,375 7,582 (3 %)
N/M - Not Meaningful
Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 7.


Assets Under Management - Product and Asset Class
(in millions)
Three Months Ended
12/31/20223/31/20236/30/20239/30/202312/31/2023
By Product (period end):
Open-End Funds (1)$53,000 $53,865 $56,828 $54,145 $56,062 
Closed-End Funds10,361 10,358 10,166 9,472 10,026 
Retail Separate Accounts35,352 37,397 38,992 38,665 43,202 
Institutional Accounts (2)50,663 53,229 62,330 60,257 62,969 
Total$149,376 $154,849 $168,316 $162,539 $172,259 
By Product (average) (3)
Open-End Funds (1)$54,870 $54,141 $56,120 $56,511 $54,132 
Closed-End Funds10,389 10,424 10,224 10,001 9,591 
Retail Separate Accounts33,381 35,352 37,397 38,992 38,665 
Institutional Accounts (2)49,981 52,444 59,248 62,368 60,319 
Total$148,621 $152,361 $162,989 $167,872 $162,707 
By Asset Class (period end):
Equity$81,894 $87,511 $91,211 $87,984 $96,703 
Fixed Income36,903 36,596 38,361 37,352 37,192 
Multi-Asset (4)19,937 20,597 20,914 19,937 21,411 
Alternatives (5)10,642 10,145 17,830 17,266 16,953 
Total$149,376 $154,849 $168,316 $162,539 $172,259 























Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 8.


Assets Under Management - Average Management Fees Earned (6)
(in basis points)
Three Months Ended
12/31/20223/31/20236/30/20239/30/202312/31/2023
By Product:
Open-End Funds (1)47.2 47.6 49.3 51.1 49.7 
Closed-End Funds57.1 57.1 57.6 58.2 58.4 
Retail Separate Accounts42.6 44.2 44.1 43.3 43.3 
Institutional Accounts (2)(7)32.0 31.8 31.6 30.3 33.2 
All Products (7)
41.7 42.0 42.2 42.0 42.6 
(1)    Represents assets under management of U.S. retail funds, global funds, exchange traded funds, and variable insurance funds
(2)     Represents assets under management of institutional separate and commingled accounts including structured products
(3)    Averages are calculated as follows:
- Funds - average daily or weekly balances
- Retail Separate Accounts - prior-quarter ending balance
- Institutional Accounts - average of month-end balances in quarter
(4)    Consists of strategies and client accounts with substantial holdings in at least two of the following asset classes: equity, fixed income, and alternatives
(5)    Consists of managed futures, event-driven, real estate securities, infrastructure, long/short, and other strategies
(6)    Represents investment management fees, as adjusted, divided by average assets. Investment management fees, as adjusted, exclude the impact of consolidated investment products and are net of revenue-related adjustments. 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
(7)    Includes performance-related fees, in basis points, earned during the three months ended as follows:
12/31/20223/31/20236/30/20239/30/202312/31/2023
Institutional Accounts0.40.20.20.42.2
All Products0.10.10.10.10.8
Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 9.

Assets Under Management - Asset Flows by Product
(in millions)
Three Months EndedTwelve Months Ended
12/31/20223/31/20236/30/20239/30/202312/31/202312/31/202212/31/2023
Open-End Funds (1)
Beginning balance$54,454 $53,000 $53,865 $56,828 $54,145 $78,706 $53,000 
Inflows3,029 3,011 2,550 2,687 2,940 13,985 11,188 
Outflows(6,839)(4,792)(4,692)(4,137)(4,905)(28,549)(18,526)
Net flows(3,810)(1,781)(2,142)(1,450)(1,965)(14,564)(7,338)
Market performance2,806 2,771 2,163 (1,034)4,260 (15,113)8,160 
Other (2)(450)(125)2,942 (199)(378)3,971 2,240 
Ending balance$53,000 $53,865 $56,828 $54,145 $56,062 $53,000 $56,062 
Closed-End Funds
Beginning balance$10,146 $10,361 $10,358 $10,166 $9,472 $12,068 $10,361 
Inflows20 — — 191 24 
Outflows— — — — — — — 
Net flows20 — — 191 24 
Market performance631 205 (1)(504)753 (1,346)453 
Other (2)(418)(212)(211)(190)(199)(552)(812)
Ending balance$10,361 $10,358 $10,166 $9,472 $10,026 $10,361 $10,026 
Retail Separate Accounts
Beginning balance$33,381 $35,352 $37,397 $38,992 $38,665 $44,538 $35,352 
Inflows1,221 1,367 1,346 1,849 2,118 5,710 6,680 
Outflows(1,651)(1,288)(1,434)(1,524)(1,726)(6,440)(5,972)
Net flows(430)79 (88)325 392 (730)708 
Market performance2,401 1,966 1,683 (652)4,144 (8,456)7,141 
Other (2)— — — — — 
Ending balance$35,352 $37,397 $38,992 $38,665 $43,202 $35,352 $43,202 
Institutional Accounts (3)
Beginning balance$46,993 $50,663 $53,229 $62,330 $60,257 $51,874 $50,663 
Inflows2,999 1,852 3,660 1,274 1,179 10,407 7,965 
Outflows(2,162)(2,047)(1,478)(1,648)(3,406)(8,747)(8,579)
Net flows837 (195)2,182 (374)(2,227)1,660 (614)
Market performance2,976 2,906 2,440 (1,434)5,165 (12,168)9,077 
Other (2)(143)(145)4,479 (265)(226)9,297 3,843 
Ending balance$50,663 $53,229 $62,330 $60,257 $62,969 $50,663 $62,969 
Total
Beginning balance$144,974 $149,376 $154,849 $168,316 $162,539 $187,186 $149,376 
Inflows7,251 6,234 7,576 5,810 6,237 30,293 25,857 
Outflows(10,652)(8,127)(7,604)(7,309)(10,037)(43,736)(33,077)
Net flows(3,401)(1,893)(28)(1,499)(3,800)(13,443)(7,220)
Market performance8,814 7,848 6,285 (3,624)14,322 (37,083)24,831 
Other (2)(1,011)(482)7,210 (654)(802)12,716 5,272 
Ending balance$149,376 $154,849 $168,316 $162,539 $172,259 $149,376 $172,259 

(1)     Represents assets under management of U.S. retail funds, global funds, exchange traded funds, and variable insurance funds
(2)     Represents open-end and closed-end fund distributions net of reinvestments, the net change in assets from cash management strategies, and the impact of non-sales related activities such as asset acquisitions/(dispositions), seed capital investments/(withdrawals), current income or capital returned by structured products and the use of leverage
(3)     Represents assets under management of institutional separate and commingled accounts including structured products





Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 10.

Non-GAAP Information and Reconciliations
(in thousands except per share data)

The non-GAAP financial measures included in this release differ from financial measures determined in accordance with U.S. GAAP as a result of the reclassification of certain income statement items, as well as the exclusion of certain expenses and other items that are not reflective of the earnings generated from providing investment management and related services. Non-GAAP financial measures have material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures.

The following are reconciliations and related notes of the most comparable U.S. GAAP measure to each non-GAAP measure:
Three Months Ended
Revenues12/31/202312/31/20229/30/2023
Total revenues, GAAP$214,587$198,371$219,271
Consolidated investment products revenues (1)2,2582,2642,337
Investment management fees (2)(9,933)(9,758)(9,823)
Distribution and service fees (2)(13,537)(14,607)(14,334)
Total revenues, as adjusted$193,375$176,270$197,451
Operating Expenses
Total operating expenses, GAAP$175,631$167,150$174,368
Consolidated investment products expenses (1)(2,611)(2,481)(553)
Distribution and other asset-based expenses (3)(23,470)(24,365)(24,157)
Amortization of intangible assets (4)(15,446)(14,609)(15,382)
Restructuring expense (5)(133)(691)
Deferred compensation and related investments (6)(925)278
Acquisition and integration expenses (7)(3,050)(6,175)(3,013)
Other (8)(472)637(379)
Total operating expenses, as adjusted$129,524$120,157$130,471
Operating Income (Loss)
Operating income (loss), GAAP$38,956$31,221$44,903
Consolidated investment products (earnings) losses (1)4,8694,7452,890
Amortization of intangible assets (4)15,44614,60915,382
Restructuring expense (5)133691
Deferred compensation and related investments (6)925(278)
Acquisition and integration expenses (7)3,0506,1753,013
Other (8)472(637)379
Operating income (loss), as adjusted$63,851$56,113$66,980
Operating margin, GAAP18.2 %15.7 %20.5 %
Operating margin, as adjusted33.0 %31.8 %33.9 %

Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 11.

Three Months Ended
Income (Loss) Before Taxes12/31/202312/31/20229/30/2023
Income (loss) before taxes, GAAP$51,793$39,126$50,335
Consolidated investment products (earnings) losses (1)(1,316)(441)(429)
Amortization of intangible assets (4)15,44614,60915,382
Restructuring expense (5)133691
Deferred compensation and related investments (6)(783)212
Acquisition and integration expenses (7)3,0506,1753,013
Other (8)472(637)379
Seed capital and CLO investments (gains) losses (9)(5,078)(3,322)(3,146)
Income (loss) before taxes, as adjusted$63,717$55,510$66,437
Income Tax Expense (Benefit)
Income tax expense (benefit), GAAP$13,294$13,291$12,181
Tax impact of:
  Amortization of intangible assets (4)4,2023,9884,209
  Restructuring expense (5)36189
  Deferred compensation and related investments (6)(213)58
  Acquisition and integration expenses (7)8301,686824
  Other (8)(11)(3,766)276
  Seed capital and CLO investments (gains) losses (9)(801)(46)441
Income tax expense (benefit), as adjusted$17,337$15,153$18,178
Effective tax rate, GAAPA
25.7 %34.0 %24.2 %
Effective tax rate, as adjustedB
27.2 %27.3 %27.4 %
A     Reflects income tax expense (benefit), GAAP, divided by income (loss) before taxes, GAAP
B     Reflects income tax expense (benefit), as adjusted, divided by income (loss) before taxes, as adjusted

Net Income (Loss) Attributable to Virtus Investment Partners, Inc.
Net income (loss) attributable to Virtus Investment Partners, Inc., GAAP$30,834$35,400$30,906
Amortization of intangible assets, net of tax (4)10,7649,94210,603
Restructuring expense, net of tax (5)97502
Deferred compensation and related investments (6)(570)154
Acquisition and integration expenses, net of tax (7)2,2204,4892,189
Other, net of tax (8)5,689(8,216)5,056
Seed capital and CLO investments (gains) losses, net of tax (9)(4,277)(3,276)(3,587)
Net income (loss) attributable to Virtus Investment Partners, Inc., as adjusted$44,757$38,339$45,823
Weighted average shares outstanding - diluted7,3207,4197,379
Earnings (loss) per share - diluted, GAAP$4.21$4.77$4.19
Earnings (loss) per share - diluted, as adjusted$6.11$5.17$6.21

Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 12.


Three Months Ended
Administration and Shareholder Services Fees12/31/202312/31/20229/30/2023
Administration and shareholder service fees, GAAP$18,189$18,973$19,069
Consolidated investment products fees (1)2432(5)
Administration and shareholder service fees, as adjusted$18,213$19,005$19,064
Employment Expenses
Employment expenses, GAAP$99,847$87,676$101,587
Deferred compensation and related investments (6)(925)278
Acquisition and integration expenses (7)(1,760)(2,642)
Other (8)(472)637(379)
Employment expenses, as adjusted$96,690$88,313$98,844
Other Operating Expenses
Other operating expenses, GAAP$31,164$31,811$30,494
Acquisition and integration expenses (7)(1,055)(371)
Other operating expenses, as adjusted$31,164$30,756$30,123
Total Other Income (Expense), Net
Total other income (expense), net GAAP$5,127$7,324$(2,803)
Consolidated investment products (1)1,681(3,782)5,262
Deferred compensation and related investments (6)(1,397)518
Seed capital and CLO investments (gains) losses (9)(5,078)(3,322)(3,146)
Total other income (expense), net as adjusted$333$220$(169)
Interest and Dividend Income
Interest and dividend income, GAAP$3,673$2,578$2,872
Consolidated investment products (1)2,1581,1113,004
Deferred compensation and related investments (6)(311)(28)
Interest and dividend income, as adjusted$5,520$3,689$5,848
Total Noncontrolling Interests
Total noncontrolling interests, GAAP$(7,665)$9,565$(7,248)
Consolidated investment products (1)1,316441429
Amortization of intangible assets (4)(480)(679)(570)
Other (8)5,206(11,345)4,953
Total noncontrolling interests, as adjusted$(1,623)$(2,018)$(2,436)

Notes to Reconciliations:
Reclassifications:
1.Consolidated investment products - Revenues and expenses generated by operating activities of mutual funds and CLOs that are consolidated in the financial statements. Management believes that excluding these operating activities to reflect net revenues and expenses of the company prior to the consolidation of these products is consistent with the approach of reflecting its operating results from managing third-party client assets.


Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 13.

Other Adjustments:
Revenue Related
2.Investment management/Distribution and service fees - Each of these revenue line items is reduced to exclude fees passed through to third-party client intermediaries who own the retail client relationship and are responsible for distributing company sponsored investment products and servicing the client. The amount of fees fluctuates each period, based on a predetermined percentage of the value of assets under management, and varies based on the type of investment product. The specific adjustments are as follows:
Investment management fees - Based on specific agreements, the portion of investment management fees passed-through to third-party intermediaries for services to investors in sponsored investment products.
Distribution and service fees - Based on distinct arrangements, fees collected by the company then passed-through to third-party client intermediaries for services to investors in sponsored investment products. The adjustment represents all of the company's distribution and service fees that are recorded as a separate line item on the condensed consolidated statements of operations.
Management believes that making these adjustments aids in comparing the company's operating results with other asset management firms that do not utilize third-party client intermediaries.
Expense Related
3.Distribution and other asset-based expenses - Primarily payments to third-party client intermediaries for providing services to investors in sponsored investment products. Management believes that making this adjustment aids in comparing the company’s operating results with other asset management firms that do not utilize third-party client intermediaries.
4.Amortization of intangible assets - Non-cash amortization expense or impairment expense, if any, attributable to acquisition-related intangible assets, including any portion that is allocated to noncontrolling interests. Management believes that making this adjustment aids in comparing the company’s operating results with other asset management firms that have not engaged in acquisitions.
5.Restructuring expense - Certain non-recurring expenses associated with restructuring the business, including lease abandonment-related expenses and severance costs associated with staff reductions that are not reflective of ongoing earnings generation of the business.
6.Deferred compensation and related investments - Compensation expense, gains and losses (realized and unrealized), and interest and dividend income related to market performance of deferred compensation and related balance sheet investments. Market performance of deferred compensation plans and related investments can vary significantly from period to period. Management believes that making this adjustment aids in comparing the Company's operating results with prior periods.
7.Acquisition and integration expenses - Expenses that are directly related to acquisition and integration activities. Acquisition expenses include certain transaction related employment expenses, transaction closing costs, change in fair value of contingent consideration, certain professional fees, and financing fees. Integration expenses include costs incurred that are directly attributable to combining businesses, including compensation, restructuring and severance charges, professional fees, consulting fees, and other expenses. Management believes that making these adjustments aids in comparing the company’s operating results with other asset management firms that have not engaged in acquisitions.







Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 14.

Components of Acquisition and Integration Expenses for the respective periods are shown below:
Three Months Ended
Acquisition and Integration Expenses12/31/202312/31/20229/30/2023
Employment expenses$1,760$$2,642
Other operating expenses1,055371
Change in fair value of contingent consideration1,2905,120
Total Acquisition and Integration Expenses$3,050$6,175$3,013

8.Other - Certain expenses that are not reflective of the ongoing earnings generation of the business. Employment expenses and noncontrolling interests are adjusted for fair value measurements of affiliate minority interests. Other operating expenses are adjusted for non-capitalized debt issuance costs. Interest expense is adjusted to remove gains on early extinguishment of debt and the write-off of previously capitalized costs associated with the modification of debt. Income tax expense (benefit) items are adjusted for uncertain tax positions, changes in tax law, valuation allowances, and other unusual or infrequent items not related to current operating results to reflect a normalized effective rate. Management believes that making these adjustments aids in comparing the company’s operating results with prior periods.

Components of Other for the respective periods are shown below:
Three Months Ended
Other12/31/202312/31/20229/30/2023
Employment expense fair value adjustments$472$(637)$379
Tax impact of adjustments(128)174(104)
Other discrete tax adjustments1393,592(172)
Affiliate minority interest fair value adjustments5,206(11,345)4,953
Total Other$5,689$(8,216)$5,056

Seed Capital and CLO Related
9.Seed capital and CLO investments (gains) losses - Gains and losses (realized and unrealized) of seed capital and CLO investments. Gains and losses (realized and unrealized) generated by investments in seed capital and CLO investments can vary significantly from period to period and do not reflect the company’s operating results from providing investment management and related services. Management believes that making this adjustment aids in comparing the company’s operating results with prior periods and with other asset management firms that do not have meaningful seed capital and CLO investments.
Definitions:
Revenues, as adjusted, comprise the fee revenues paid by clients for investment management and related services. Revenues, as adjusted, for purposes of calculating net income attributable to Virtus Investment Partners, Inc., as adjusted, differ from U.S. GAAP, namely in excluding the impact of operating activities of consolidated investment products and reduced to exclude fees passed through to third-party client intermediaries who own the retail client relationship and are responsible for distributing the product and servicing the client.
Operating expenses, as adjusted, is calculated to reflect expenses from ongoing continuing operations. Operating expenses, as adjusted, for purposes of calculating net income attributable to Virtus Investment Partners, Inc., as adjusted, differ from U.S. GAAP expenses in that they exclude amortization or impairment, if any, of intangible assets, restructuring and severance, the effect of consolidated investment products, acquisition and integration-related expenses and certain other expenses that do not reflect the ongoing earnings generation of the business.
Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com


Virtus Investment Partners, Inc. 15.

Operating margin, as adjusted, is a metric used to evaluate efficiency represented by operating income, as adjusted, divided by revenues, as adjusted.
Earnings (loss) per share, as adjusted, represent net income (loss) attributable to Virtus Investment Partners, Inc., as adjusted, divided by weighted average shares outstanding, as adjusted, on either a basic or diluted basis.

Forward-Looking Information
This press release contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, as amended. 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 are as of the date of this release only. The company can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially.
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 2022 Annual Report on Form 10-K, as supplemented by our periodic filings with the Securities and Exchange Commission (the "SEC"), as well as the following risks and uncertainties resulting from: (i) any reduction in our assets under management; (ii) inability to achieve expected benefits of strategic transactions; (iii) withdrawal, renegotiation or termination of investment advisory 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 2022 Annual Report on Form 10-K and our other periodic reports filed with 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 virtus.com under “Investor Relations.” You are urged to carefully consider all such factors.

The company does 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 release, 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 affect any of the forward-looking statements contained in or accompanying this release, such statements or disclosures will be deemed to modify or supersede such statements in this release.
Virtus Investment Partners, Inc. | One Financial Plaza | Hartford, CT 06103 | virtus.com
v3.24.0.1
Cover Page Document
Feb. 02, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 02, 2024
Entity Registrant Name VIRTUS INVESTMENT PARTNERS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-10994
Entity Tax Identification Number 26-3962811
Entity Address, Address Line One One Financial Plaza
Entity Address, City or Town Hartford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06103
City Area Code 800
Local Phone Number 248-7971
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol VRTS
Entity Emerging Growth Company false
Entity Central Index Key 0000883237
Amendment Flag false
Security Exchange Name NYSE

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