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華盛頓特區20549

表格 10-Q

☒			根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束日期的財務報告2024年9月30日

或者

☐			根據1934年證券交易法第13或15(d)節的轉型報告書

過渡期從            至            

委託文件編號：001-39866001-10994  

VIRTUS INVESTMENT PARTNERS，INC.

(根據其章程規定的註冊人準確名稱)

特拉華州						26-3962811
（國家或其他管轄區的 公司成立或組織）						（IRS僱主 唯一識別號碼）

One Financial Plaza, 哈特福德, CT 06103

（總部地址，包括郵政編碼）663-3660

(800) 248-7971

(註冊人電話號碼，包括區號)

在法案第12(b)條的規定下注冊的證券：

每一類的名稱

交易標誌

在其上註冊的交易所的名稱

普通股票，面值爲$0.01

VRTS

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請勾選以下內容。申報人是否（1）在過去12個月內（或申報人需要報告這些報告的時間較短的期間內）已提交證券交易法規定的第13或15（d）條要求提交的所有報告；以及（2）過去90天內已被要求提交此類報告。    Yes  ☒ 不選 ☐

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在交易所法案120億.2條中，用勾選符號表明註冊人是大型快速存取文件者、加速存取文件者、非加速存取文件者、小型報告公司還是新興增長公司，並請參見「大型快速存取文件者」、「加速存取文件者」、「小型報告公司」和「新興增長公司」的定義。

 

大型加速報告人

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加速文件申報人

☐

非加速文件提交人

☐

更小的報告公司

☐

新興成長公司

☐

如果是新興成長型企業，請使用複選標記指示註冊人是否選擇不使用根據《交易所法》第13(a)條規定提供的用於遵守任何新的或修訂後的財務會計準則的延長過渡期。 ☐

請勾選以下內容。申報人是否是外殼公司（根據證券交易法規則12b-2定義）。    是  ☐    否  ☒

截至2024年10月31日，公司的普通股流通股數爲 7,018,480 。

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目錄

VIRTUS INVESTMENT PARTNERS，INC.

指數

 

第一部分：財務信息
項目1。			基本報表
			截至日期的壓縮合並資產負債表（未經審計） 九月 2024年12月31日和2023年12月31日			1
			未經審計的三個月和壓縮合並經營狀況表 有九起類似訴訟針對JAVELIN的要約收購和合並被提起，稱違反信託責任，尋求公正補償，包括但不限於，禁止交易的達成、撤銷、解除已經交易的事項，以及發送費用、補貼成本，包括合理的律師費和費用。唯一的佛羅里達州訴訟從未向被告送達，該案件於2017年1月20日自願撤回並關閉。2016年4月25日，馬里蘭法院頒佈了一項命令，將馬里蘭案件合併成一起訴訟，標題爲JAVELIN Mortgage Investment Corp.股東訴訟（案號24-C-16-001542），並指定一個馬里蘭案件的律師作爲臨時首席聯合法律顧問。2016年5月26日，臨時首席律師提交了經修訂的釩化鐵質量投訴，聲稱違反信託責任的集體索賠，教唆和共謀違反信託責任以及浪費。2016年6月27日，被告提出了駁回合併修訂集體投訴申請的動議，聲稱未陳述可以獲得救濟的規定。在2017年3月3日，聽證會召開了駁回動議，法院保留了裁定。法院數次推遲動議陳述的裁定。2024年2月14日，法院頒佈裁定，支持被告的駁回動議，並駁回所有原告的權利，無需上訴。在2024年3月11日，原告提出了對法院裁定的上訴通知。2024年7月3日，原告自願撤回之前提出的上訴通知。 截至 九月 30、2024和2023年			2
			未經審計的三個 有九起類似訴訟針對JAVELIN的要約收購和合並被提起，稱違反信託責任，尋求公正補償，包括但不限於，禁止交易的達成、撤銷、解除已經交易的事項，以及發送費用、補貼成本，包括合理的律師費和費用。唯一的佛羅里達州訴訟從未向被告送達，該案件於2017年1月20日自願撤回並關閉。2016年4月25日，馬里蘭法院頒佈了一項命令，將馬里蘭案件合併成一起訴訟，標題爲JAVELIN Mortgage Investment Corp.股東訴訟（案號24-C-16-001542），並指定一個馬里蘭案件的律師作爲臨時首席聯合法律顧問。2016年5月26日，臨時首席律師提交了經修訂的釩化鐵質量投訴，聲稱違反信託責任的集體索賠，教唆和共謀違反信託責任以及浪費。2016年6月27日，被告提出了駁回合併修訂集體投訴申請的動議，聲稱未陳述可以獲得救濟的規定。在2017年3月3日，聽證會召開了駁回動議，法院保留了裁定。法院數次推遲動議陳述的裁定。2024年2月14日，法院頒佈裁定，支持被告的駁回動議，並駁回所有原告的權利，無需上訴。在2024年3月11日，原告提出了對法院裁定的上訴通知。2024年7月3日，原告自願撤回之前提出的上訴通知。 截至 九月 30、2024和2023年			3
			簡明合併現金流量表（未經審計） 有九起類似訴訟針對JAVELIN的要約收購和合並被提起，稱違反信託責任，尋求公正補償，包括但不限於，禁止交易的達成、撤銷、解除已經交易的事項，以及發送費用、補貼成本，包括合理的律師費和費用。唯一的佛羅里達州訴訟從未向被告送達，該案件於2017年1月20日自願撤回並關閉。2016年4月25日，馬里蘭法院頒佈了一項命令，將馬里蘭案件合併成一起訴訟，標題爲JAVELIN Mortgage Investment Corp.股東訴訟（案號24-C-16-001542），並指定一個馬里蘭案件的律師作爲臨時首席聯合法律顧問。2016年5月26日，臨時首席律師提交了經修訂的釩化鐵質量投訴，聲稱違反信託責任的集體索賠，教唆和共謀違反信託責任以及浪費。2016年6月27日，被告提出了駁回合併修訂集體投訴申請的動議，聲稱未陳述可以獲得救濟的規定。在2017年3月3日，聽證會召開了駁回動議，法院保留了裁定。法院數次推遲動議陳述的裁定。2024年2月14日，法院頒佈裁定，支持被告的駁回動議，並駁回所有原告的權利，無需上訴。在2024年3月11日，原告提出了對法院裁定的上訴通知。2024年7月3日，原告自願撤回之前提出的上訴通知。 截至 九月 30、2024和2023年			4
			未經審計的合併簡明綜合股東權益變動表（僅列三和） 有九起類似訴訟針對JAVELIN的要約收購和合並被提起，稱違反信託責任，尋求公正補償，包括但不限於，禁止交易的達成、撤銷、解除已經交易的事項，以及發送費用、補貼成本，包括合理的律師費和費用。唯一的佛羅里達州訴訟從未向被告送達，該案件於2017年1月20日自願撤回並關閉。2016年4月25日，馬里蘭法院頒佈了一項命令，將馬里蘭案件合併成一起訴訟，標題爲JAVELIN Mortgage Investment Corp.股東訴訟（案號24-C-16-001542），並指定一個馬里蘭案件的律師作爲臨時首席聯合法律顧問。2016年5月26日，臨時首席律師提交了經修訂的釩化鐵質量投訴，聲稱違反信託責任的集體索賠，教唆和共謀違反信託責任以及浪費。2016年6月27日，被告提出了駁回合併修訂集體投訴申請的動議，聲稱未陳述可以獲得救濟的規定。在2017年3月3日，聽證會召開了駁回動議，法院保留了裁定。法院數次推遲動議陳述的裁定。2024年2月14日，法院頒佈裁定，支持被告的駁回動議，並駁回所有原告的權利，無需上訴。在2024年3月11日，原告提出了對法院裁定的上訴通知。2024年7月3日，原告自願撤回之前提出的上訴通知。 截至 九月 30、2024和2023年			5
			未經審計的簡明合併財務報表註釋			6
項目2。			分銷計劃			18
項目3。			有關市場風險的定量和定性披露			28
項目4。			控制和程序			28
第II部分 OTHER INFORMATION
項目1。			法律訴訟			29
項目1A。			風險因素			29
項目2。			未註冊的股票股權銷售和籌款用途			29
項目5。			其他信息			29
項目6。			展示資料			30
			簽名			31

"我們"、"我們的"、"本公司"、"Virtus" 在本份第10-Q季度報告中指的是 Virtus Investment Partners, Inc，一家位於特拉華州的公司及其子公司。

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目錄

第一部分 - 財務信息

 

項目1. 基本報表

Virtus Investment Partners，Inc。

彙編的綜合資產負債表

(未經審計)

(以千爲單位，除股票數據外)			9月30日, 2024						12月31日, 2023
資產：
現金及現金等價物			$	195,533					$	239,602
投資			164,671						132,696
2,687,823			112,158						109,076
綜合投資產品（"CIP"）的資產
CIP的現金和現金等價物			114,956						100,732
CIP存放或存入資金			1,424						680
CIP的投資			2,075,410						2,082,713
CIP的其他資產			32,625						43,235
傢俱、設備和租賃改良，淨值			23,331						26,216
無形資產, 淨額			388,703						432,119
商譽			397,098						397,098
遞延所得稅資產/負債，淨額			27,937						25,024
其他			67,839						89,438
資產總額			$	3,601,685					$	3,678,629
負債和股東權益
負債：
應計的薪酬和福利			$	180,078					$	200,837
應付賬款及應計費用			30,073						38,756
分紅派息應付款			19,545						17,291
附帶條款考慮			59,404						90,938
債務			237,467						253,412
其他負債			60,374						91,471
CIP的負債
CIP的應付票據			1,940,085						1,922,243
CIP的應付證券及其他負債			83,826						90,523
負債合計			2,610,852						2,705,471
承諾和事項（注14）
次級債券託管人最初將是初級次級債券的證券註冊人和支付代理人。所有與初級次級債券有關的交易，包括初級次級債券的登記、轉讓和交換，將由證券註冊人在紐約市的一個辦事處處理，該辦事處由NEE Capital指定。NEE Capital最初指定了次級信託銀行的企業信託辦事處作爲該辦事處。此外，持有初級次級債券的持有人應將有關初級次級債券的通知地址寄往該辦事處。NEE Capital將通知初級次級債券的持有人該辦事處的位置變化。			98,111						104,869
股東權益：
歸屬於Virtus Investment Partners, Inc.的股權資產：
普通股，每股面值爲 $0.0001；0.01每股面值，1,000,000,000 12,240,990股份發行量爲7,016,433 2024年9月30日的股份流通數量；以及 12,163,228 發行股份和 7,087,728 shares outstanding at December 31, 2023			122						122
額外實收資本			1,314,228						1,300,999
1,102.0			251,298						207,356
累計其他綜合收益(虧損)			230						(87)
截至2024年3月31日和2023年12月31日，公司的庫藏股票分別有2,279,784股和2,693,653股。5,224,557 和 5,075,500 分別爲2024年9月30日和2023年12月31日的股份			(676,832)						(644,464)
歸屬於Virtus Investment Partners, Inc.的總產權			889,046						863,926
非控制權益			3,676						4,363
總股本			892,722						868,289
負債和所有者權益總額			$	3,601,685					$	3,678,629

隨附說明是這些簡明合併財務報表的一部分。

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目錄

Virtus Investment Partners，Inc。

簡明的彙總操作表

(未經審計)

			三個月截止 9月30日,												九個月結束 9月30日,
(以千爲單位，除每股數據外)			2024						2023						2024						2023
收入
投資管理費用			$	193,843					$	184,869					$	573,855					$	529,326
分銷和服務費			13,567						14,333						41,007						42,618
管理和股東服務費用			18,560						19,069						55,546						55,668
其他收入和費用			1,059						1,000						3,047						3,069
總收入			227,029						219,271						673,455						630,681
研究和開發
僱傭費用			105,555						101,587						326,385						304,895
分配和其他資產相關費用			24,175						24,157						72,218						73,332
其他營業費用			30,363						30,494						94,788						94,707
其他共同投資產品（"CIP"）的營業費用			465						553						4,064						1,613
應計可變對價公允價值變動			(4,000)						—						(7,300)						(6,800)
重組費用			—						691						1,487						691
折舊費用			2,330						1,504						6,628						4,134
攤銷費用			12,883						15,382						43,416						45,581
營業費用總計			171,771						174,368						541,686						518,153
營業收入（虧損）			55,258						44,903						131,769						112,528
其他收益（費用）
投資的已實現和未實現收益（損失），淨額			4,552						(1,918)						6,415						2,469
實現和未實現的CIP利潤（損失）淨額			(5,128)						(1,013)						(16,529)						(2,853)
其他收入（費用）淨額			548						128						1,695						(1,062)
總其他收入(費用)，淨額			(28)						(2,803)						(8,419)						(1,446)
利息收入（支出）
利息支出			(5,807)						(6,222)						(17,099)						(17,444)
利息和股息收入			2,913						2,872						9,025						8,785
CIP投資的利息和股利收入			50,628						49,803						154,128						144,501
CIP的利息費用			(38,063)						(38,218)						(120,035)						(112,153)
利息收入（支出）淨額			9,671						8,235						26,019						23,689
稅前收益（虧損）			64,901						50,335						149,369						134,771
所得稅費用（收益）			15,797						12,181						36,376						31,794
淨利潤（損失）			49,104						38,154						112,993						102,977
非控制權益			(8,124)						(7,248)						(24,541)						(3,190)
歸屬於Virtus Investment Partners，Inc.的淨利潤（損失）			$	40,980					$	30,906					$	88,452					$	99,787
基本每股收益（虧損）			$	5.80					$	4.26					$	12.45					$	13.72
攤薄每股收益（虧損）			$	5.71					$	4.19					$	12.23					$	13.50
加權平均股本—基本			7,071						7,258						7,105						7,272
加權平均股本—稀釋			7,176						7,379						7,234						7,393

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

Virtus Investment Partners, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

 

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Net Income (Loss)			$	49,104					$	38,154					$	112,993					$	102,977
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $(144) and $82 for the three months ended September 30, 2024 and 2023, respectively, and $(106) and $5 for the nine months ended September 30, 2024 and 2023, respectively			430						(226)						317						(15)
Other comprehensive income (loss)			430						(226)						317						(15)
Comprehensive income (loss)			49,534						37,928						113,310						102,962
Comprehensive (income) loss attributable to noncontrolling interests			(8,124)						(7,248)						(24,541)						(3,190)
Comprehensive Income (Loss) Attributable to Virtus Investment Partners, Inc.			$	41,410					$	30,680					$	88,769					$	99,772

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

Virtus Investment Partners, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

			Nine Months Ended September 30,
(in thousands)			2024						2023
Cash Flows from Operating Activities:
Net income (loss)			$	112,993					$	102,977
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense, intangible asset and other amortization			52,851						52,278
Stock-based compensation			24,259						20,072
Equity in earnings of equity method investments			(2,097)						810
Distributions from equity method investments			3,227						1,789
Realized and unrealized (gains) losses on investments, net			(6,417)						(2,459)
Change in fair value of contingent consideration			(7,300)						(6,800)
Lease termination			(1,318)						—
Deferred taxes, net			2,226						2,735
Changes in operating assets and liabilities:
Sales (purchases) of investments, net			(16,322)						(24,881)
Accounts receivable, net and other assets			9,994						2,336
Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities			(60,793)						(38,966)
Operating activities of consolidated investment products ("CIP"):
Realized and unrealized (gains) losses on investments of CIP, net			10,073						(1,769)
Purchases of investments by CIP			(924,052)						(905,184)
Sales of investments by CIP			907,925						1,028,251
Net proceeds (purchases) of short-term investments and securities sold short by CIP			(353)						(168)
Change in other assets and liabilities of CIP			(2,221)						(1,181)
Amortization of discount on notes payable of CIP			1,887						—
Net cash provided by (used in) operating activities			104,562						229,840
Cash Flows from Investing Activities:
Capital expenditures			(3,658)						(6,438)
Acquisition of businesses, net of cash acquired of $4,395			—						(108,999)
Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net			(1,158)						(267)
Purchase of equity method investment			—						(11,645)
Net cash provided by (used in) investing activities			(4,816)						(127,349)
Cash Flows from Financing Activities:
Borrowings on credit agreement			—						50,000
Repayments on credit agreement			(17,063)						(32,063)
Common stock dividends paid			(42,256)						(38,385)
Repurchase of common shares			(32,368)						(25,000)
Payment of contingent consideration			(24,234)						(27,179)
Taxes paid related to net share settlement of restricted stock units			(11,271)						(13,436)
Affiliate equity sales (purchases)			(29,014)						(20,784)
Net contributions from (distributions to) noncontrolling interests			23,894						5,967
Financing activities of CIP:
Payments on borrowings by CIP			(735,258)						(317,362)
Borrowings by CIP			738,064						132,473
Net cash provided by (used in) financing activities			(129,506)						(285,769)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			659						(68)
Net increase (decrease) in cash, cash equivalents and restricted cash			(29,101)						(183,346)
Cash, cash equivalents and restricted cash, beginning of period			341,014						589,179
Cash, cash equivalents and restricted cash, end of period			$	311,913					$	405,833
Non-Cash Financing Activities:
Increase (decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net			$	(26,276)					$	(7,170)
Common stock dividends payable			$	15,950					$	13,788

(in thousands)			September 30, 2024						December 31, 2023
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents			$	195,533					$	239,602
Cash and cash equivalents of CIP			114,956						100,732
Cash pledged or on deposit of CIP			1,424						680
Cash, cash equivalents and restricted cash at end of period			$	311,913					$	341,014

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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 June 30, 2023			7,254,786						$	122																	$	1,286,775					$	174,011					$	(147)					4,903,533						$	(609,248)					$	851,513					$	5,196					$	856,709					$	110,399
Net income (loss)			—						—																		—						30,906						—						—						—						30,906						671						31,577						6,577
Foreign currency translation adjustments			—						—																		—						—						(226)						—						—						(226)						—						(226)						—
Net subscriptions (redemptions) and other			—						—																		3,218						—						—						—						—						3,218						(419)						2,799						(20,710)
Cash dividends declared ($1.90 per common share)			—						—																		—						(14,302)						—						—						—						(14,302)						—						(14,302)						—
Repurchases of common shares			(74,015)						—																		—						—						—						74,015						(15,000)						(15,000)						—						(15,000)						—
Issuance of common shares related to employee stock transactions			1,992						—																		—						—						—						—						—						—						—						—						—
Taxes paid on stock-based compensation			—						—																		(214)						—						—						—						—						(214)						—						(214)						—
Stock-based compensation			—						—																		6,209						—						—						—						—						6,209						—						6,209						—
Balances at September 30, 2023			7,182,763						$	122																	$	1,295,988					$	190,615					$	(373)					4,977,548						$	(624,248)					$	862,104					$	5,448					$	867,552					$	96,266
Balances at June 30, 2024			7,082,071						$	122																	$	1,304,176					$	226,540					$	(200)					5,151,707						$	(661,963)					$	868,675					$	3,443					$	872,118					$	129,450
Net income (loss)			—						—																		—						40,980						—						—						—						40,980						401						41,381						7,723
Foreign currency translation adjustments			—						—																		—						—						430						—						—						430						—						430						—
Net subscriptions (redemptions) and other			—						—																		5,187						—						—						—						—						5,187						(168)						5,019						(39,062)
Cash dividends declared ($2.25 per common share)			—						—																		—						(16,222)						—						—						—						(16,222)						—						(16,222)						—
Repurchases of common shares			(72,850)						—																		—						—						—						72,850						(14,869)						(14,869)						—						(14,869)						—
Issuance of common shares related to employee stock transactions			7,212						—																		—						—						—						—						—						—						—						—						—
Taxes paid on stock-based compensation			—						—																		(827)						—						—						—						—						(827)						—						(827)						—
Stock-based compensation			—						—																		5,692						—						—						—						—						5,692						—						5,692						—
Balances at September 30, 2024			7,016,433						$	122																	$	1,314,228					$	251,298					$	230					5,224,557						$	(676,832)					$	889,046					$	3,676					$	892,722					$	98,111

			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			7,181,554						$	120																	$	1,286,244					$	130,261					$	(358)					4,851,693						$	(599,248)					$	817,019					$	5,917					$	822,936					$	113,718
Net income (loss)			—						—																		—						99,787						—						—						—						99,787						786						100,573						2,404
Foreign currency translation adjustments			—						—																		—						—						(15)						—						—						(15)						—						(15)						—
Net subscriptions (redemptions) and other			—						—																		3,218						—						—						—						—						3,218						(1,255)						1,963						(19,856)
Cash dividends declared ($5.20 per common share)			—						—																		—						(39,433)						—						—						—						(39,433)						—						(39,433)						—
Repurchases of common shares			(125,855)						—																		—						—						—						125,855						(25,000)						(25,000)						—						(25,000)						—
Issuance of common shares related to employee stock transactions			127,064						2																		(2)						—						—						—						—						—						—						—						—
Taxes paid on stock-based compensation			—						—																		(13,436)						—						—						—						—						(13,436)						—						(13,436)						—
Stock-based compensation			—						—																		19,964						—						—						—						—						19,964						—						19,964						—
Balances at September 30, 2023			7,182,763						$	122																	$	1,295,988					$	190,615					$	(373)					4,977,548						$	(624,248)					$	862,104					$	5,448					$	867,552					$	96,266
Balances at December 31, 2023			7,087,728						$	122																	$	1,300,999					$	207,356					$	(87)					5,075,500						$	(644,464)					$	863,926					$	4,363					$	868,289					$	104,869
Net income (loss)			—						—																		—						88,452						—						—						—						88,452						119						88,571						24,422
Foreign currency translation adjustments			—						—																		—						—						317						—						—						317						—						317						—
Net subscriptions (redemptions) and other			—						—																		5,249						—						—						—						—						5,249						(806)						4,443						(31,180)
Cash dividends declared ($6.05 per common share)			—						—																		—						(44,510)						—						—						—						(44,510)						—						(44,510)						—
Repurchases of common shares			(149,057)						—																		—						—						—						149,057						(32,368)						(32,368)						—						(32,368)						—
Issuance of common shares related to employee stock transactions			77,762						—																		—						—						—						—						—						—						—						—						—
Taxes paid on stock-based compensation			—						—																		(11,271)						—						—						—						—						(11,271)						—						(11,271)						—
Stock-based compensation			—						—																		19,251						—						—						—						—						19,251						—						19,251						—
Balances at September 30, 2024			7,016,433						$	122																	$	1,314,228					$	251,298					$	230					5,224,557						$	(676,832)					$	889,046					$	3,676					$	892,722					$	98,111

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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.

The Company provides investment management and related services to institutions and individuals. The Company's investment strategies are offered to institutional clients through institutional separate and commingled accounts, including subadvisory services to other investment advisers and Company sponsored structured products. The Company’s retail investment management services are provided to individuals through products consisting of: mutual funds registered pursuant to the Investment Company Act of 1940, as amended that include U.S. retail funds, exchange-traded funds ("ETFs") and variable insurance funds; Undertaking for Collective Investment in Transferable Securities and Qualifying Investor Funds ("global funds" and collectively with U.S. retail funds, ETFs and variable insurance funds the "open-end funds"); closed-end funds (collectively with open-end funds, the "funds"); and retail separate accounts that include intermediary-sold and wealth management accounts.

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 nine months ended September 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.

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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 September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Investment management fees
Open-end funds			$	79,428					$	80,294					$	237,991					$	229,721
Closed-end funds			14,942						14,673						43,741						44,025
Retail separate accounts			52,068						44,441						153,265						127,323
Institutional accounts			47,405						45,461						138,858						128,257
Total investment management fees			$	193,843					$	184,869					$	573,855					$	529,326

    

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			$	806,655					$	(416,834)					$	389,821					$	42,298					$	432,119
Intangible amortization			—						(43,416)						(43,416)						—						(43,416)
Balances at September 30, 2024			$	806,655					$	(460,250)					$	346,405					$	42,298					$	388,703

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						$	12,883
2025						51,532
2026						50,552
2027						47,450
2028						41,787
2029 and thereafter						142,201
Total						$	346,405

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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 September 30, 2024 and December 31, 2023 were as follows:

(in thousands)			September 30, 2024						December 31, 2023
Investment securities - fair value			$	127,914					$	97,304
Equity method investments (1)			21,830						22,710
Nonqualified retirement plan assets			14,927						12,682
Total investments			$	164,671					$	132,696

(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:

			September 30, 2024												December 31, 2023
(in thousands)			Cost						Fair Value						Cost						Fair Value
Investment Securities - fair value
Sponsored funds			$	77,211					$	80,303					$	80,794					$	77,433
Equity securities			17,674						21,693						16,353						19,871
Debt securities			25,887						25,918						—						—
Total investment securities - fair value			$	120,772					$	127,914					$	97,147					$	97,304

For the three and nine months ended September 30, 2024, the Company recognized net realized gains of $0.5 million and $1.2 million, respectively, related to its investment securities - fair value. For the three and nine months ended September 30, 2023, the Company recognized net realized losses of $0.1 million and net realized gains of $2.1 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 September 30, 2024 and December 31, 2023 by fair value hierarchy level were as follows:

September 30, 2024  

(in thousands)			Level 1						Level 2						Level 3						Total
Assets
Cash equivalents			$	164,878					$	—					$	—					$	164,878
Investment securities - fair value
Sponsored funds			80,303						—						—						80,303
Equity securities			21,693						—						—						21,693
Debt securities			259						1,216						24,443						25,918
Nonqualified retirement plan assets			14,927						—						—						14,927
Total assets measured at fair value			$	282,060					$	1,216					$	24,443					$	307,719
Liabilities
Contingent consideration			$	—					$	—					$	34,408					$	34,408
Total liabilities measured at fair value			$	—					$	—					$	34,408					$	34,408

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December 31, 2023  

(in thousands)			Level 1						Level 2						Level 3						Total
Assets
Cash equivalents			$	197,240					$	—					$	—					$	197,240
Investment securities - fair value
Sponsored funds			77,433						—						—						77,433
Equity securities			19,871						—						—						19,871
Nonqualified retirement plan assets			12,682						—						—						12,682
Total assets measured at fair value			$	307,226					$	—					$	—					$	307,226
Liabilities
Contingent consideration			$	—					$	—					$	56,200					$	56,200
Total liabilities measured at fair value			$	—					$	—					$	56,200					$	56,200

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.

Debt securities represent investments in corporate and government bonds and the note securities of collateralized loan obligations. The fair values of corporate and government bonds traded on active markets are valued at the official closing price on the exchange on which the securities are primarily traded and are categorized as Level 1. Debt 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, are categorized as Level 2. The fair values of note securities of collateralized loan obligations ("CLO") are based on valuations received from an independent valuation firm and are categorized as Level 3.

The following table presents a reconciliation of beginning and ending balances of the Company's Level 3 debt securities:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Debt securities, beginning of period			$	—					$	—					$	—					$	—
Purchases (sales), net			24,443						24,339						24,443						24,339
Debt securities, end of period			$	24,443					$	24,339					$	24,443					$	24,339

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.

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The following table presents a reconciliation of beginning and ending balances of the Company's contingent consideration liabilities:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Contingent consideration, beginning of period			$	38,408					$	54,910					$	56,200					$	78,100
Reduction for payments made			—						—						(14,492)						(16,390)
Increase (reduction) of liability related to re-measurement of fair value			(4,000)						—						(7,300)						(6,800)
Contingent consideration, end of period			$	34,408					$	54,910					$	34,408					$	54,910

The contingent consideration related to the Westchester Capital Management transaction as of September 30, 2024 was $3.8 million, measured using an options pricing model valuation technique. The most significant unobservable inputs used relate to revenue growth rates, discount rates (range of 5.9%-6.1%) and the market price of risk adjustment (8.7%). The NFJ Investment Group contingent consideration liability as of September 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 6.4% - 7.1%) and the market price of risk adjustment (7.1%).

Cash, accounts receivable, accounts payable and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments.

8. Equity Transactions

Dividends Declared

On August 14, 2024, the Company declared a quarterly cash dividend of $2.25 per common share to be paid on November 13, 2024 to shareholders of record at the close of business on October 31, 2024.

Common Stock Repurchases

During the three and nine months ended September 30, 2024, the Company repurchased 72,850 and 149,057 common shares, respectively, at a weighted average price of $204.07 and $217.12 per share, respectively, for a total cost, including fees and expenses, of $14.9 million and $32.4 million, respectively, under its share repurchase program. As of September 30, 2024, 455,488 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:

									Nine Months Ended September 30,
(in thousands)									2024						2023
Balance at beginning of period									$	(87)					$	(358)
Net current-period other comprehensive income (loss) (1)									317						(15)
Balance at end of period									$	230					$	(373)

(1)    Consists of foreign currency translation adjustments, net of tax of $(106) and $5 for the nine months ended September 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 September 30, 2024, 829,554 shares of common stock remained available for issuance of the 3,825,000 shares that are authorized for issuance under the Omnibus Plan.

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Stock-based compensation expense is summarized as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Stock-based compensation expense			$	8,239					$	7,668					$	24,259					$	20,072

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 one to three years. Shares that are issued upon vesting are newly issued shares from the Omnibus Plan and are not issued from treasury stock.

RSU activity, inclusive of PSUs, for the nine months ended September 30, 2024 is summarized as follows: 

			Number of Shares						Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023			344,717						$	204.48
Granted			123,232						$	234.43
Forfeited			(22,739)						$	193.29
Settled			(123,679)						$	234.81
Outstanding at September 30, 2024			321,531						$	205.08

For the nine months ended September 30, 2024 and 2023, a total of 49,086 and 77,583 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 $11.3 million and $13.4 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 nine months ended September 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 September 30, 2024, unamortized stock-based compensation expense for unvested RSUs and PSUs was $33.3 million with a weighted-average remaining contractual life of 1.3 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.

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The computation of basic and diluted EPS is as follows: 

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands, except per share amounts)			2024						2023						2024						2023
Net Income (Loss)			$	49,104					$	38,154					$	112,993					$	102,977
Noncontrolling interests			(8,124)						(7,248)						(24,541)						(3,190)
Net Income (Loss) Attributable to Virtus Investment Partners, Inc.			$	40,980					$	30,906					$	88,452					$	99,787
Shares:
Basic: Weighted-average number of shares outstanding			7,071						7,258						7,105						7,272
Plus: Incremental shares from assumed conversion of dilutive instruments			105						121						129						121
Diluted: Weighted-average number of shares outstanding			7,176						7,379						7,234						7,393
Earnings (Loss) per Share—Basic			$	5.80					$	4.26					$	12.45					$	13.72
Earnings (Loss) per Share—Diluted			$	5.71					$	4.19					$	12.23					$	13.50

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 September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Restricted stock units			12						2						—						3
Total anti-dilutive securities			12						2						—						3

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 23.6% for the nine months ended September 30, 2024 and 2023, respectively. The higher estimated effective tax rate for the nine months ended September 30, 2024 was primarily due to a change in excess tax benefits associated with stock-based compensation.

13. Debt

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 $17.1 million outstanding under the Term Loan during the nine months ended September 30, 2024 and had $241.8 million outstanding under the Term Loan at September 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 $4.3 million as of September 30, 2024.

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.

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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 retirement. The put and call rights are not legally detachable or separately exercisable and are deemed to be embedded in the related noncontrolling interests. The Company, in purchasing affiliate equity, has the option to settle in cash or shares of the Company's common stock and is entitled to the cash flow associated with any purchased equity. These minority interests in the affiliate are recorded at estimated redemption value within redeemable noncontrolling interests on the Company's Condensed Consolidated Balance Sheets, and any changes in the estimated redemption value are recorded on the Condensed Consolidated Statements of Operations within noncontrolling interests.

Redeemable noncontrolling interests for the nine months ended September 30, 2024 included the following amounts:

(in thousands)						CIP						Affiliate Noncontrolling Interests						Total
Balances at December 31, 2023						$	30,643					$	74,226					$	104,869
Net income (loss) attributable to noncontrolling interests						3,683						5,522						9,205
Changes in redemption value (1)						—						15,217						15,217
Total net income (loss) attributable to noncontrolling interests						3,683						20,739						24,422
Affiliate equity sales (purchases)						—						(29,015)						(29,015)
Net subscriptions (redemptions) and other						4,771						(6,936)						(2,165)
Balances at September 30, 2024						$	39,097					$	59,014					$	98,111

(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.

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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 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.

The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023:

			As of
			September 30, 2024																		December 31, 2023
			VOEs						VIEs												VOEs						VIEs
(in thousands)									CLOs						GFs												CLOs						GFs
Cash and cash equivalents			$	10,294					$	105,261					$	825					$	1,223					$	98,101					$	2,088
Investments			23,032						1,973,688						78,690						30,985						1,972,342						79,386
Other assets			157						30,041						2,427						174						41,985						1,076
Notes payable			—						(1,940,085)						—						—						(1,922,243)						—
Securities purchased payable and other liabilities			(719)						(80,817)						(2,290)						(740)						(89,167)						(616)
Noncontrolling interests			(7,917)						(3,676)						(31,180)						(7,316)						(4,363)						(23,327)
Net interests in CIP			$	24,847					$	84,412					$	48,472					$	24,326					$	96,655					$	58,607

Consolidated CLOs

The majority of the Company's CIP that are VIEs are CLOs. 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 September 30, 2024, the Company consolidated six CLOs. On September 30, 2024, the Company issued a new CLO and in conjunction with the issuance, made a $24.4 million investment in the subordinated notes. The financial information of CLOs is included on the Company's condensed consolidated financial statements on a one-month lag based upon the availability of their financial information.

Investments of CLOs

The CLOs held investments of $2.0 billion at September 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 September 30, 2024, consisting of senior secured floating rate notes payable with a par value of $1.9 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 September 30, 2024, as shown in the table below:

			(in thousands)
Subordinated notes			$	83,366
Accrued investment management fees			1,046
Total Beneficial Interests			$	84,412

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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:

			Nine Months Ended September 30, 2024
			(in thousands)
Income:
Realized and unrealized gain (loss), net			$	(21,594)
Interest income			148,370
Total Income			126,776
Expenses:
Other operating expenses			3,425
Interest expense			120,035
Total Expense			123,460
Noncontrolling interests			(119)
Net Income (Loss) Attributable to CLOs			$	3,197

The following table represents the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:

			Nine Months Ended September 30, 2024
			(in thousands)
Distributions received and unrealized gains (losses) on the subordinated notes held by the Company			$	(3,334)
Investment management fees			6,531
Total Economic Interests			$	3,197

Fair Value Measurements of CIP

The assets and liabilities of CIP measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 by fair value hierarchy level were as follows:

As of September 30, 2024

(in thousands)			Level 1						Level 2						Level 3						Total
Assets
Cash equivalents			$	113,951					$	—					$	—					$	113,951
Debt investments			427						1,998,089						53,632						2,052,148
Equity investments			20,982						74						2,206						23,262
Derivatives			242						—						—						242
Total assets measured at fair value			$	135,602					$	1,998,163					$	55,838					$	2,189,603
Liabilities
Notes payable			$	—					$	1,940,085					$	—					$	1,940,085
Short sales			415						—						—						415
Derivatives			83						—						—						83
Total liabilities measured at fair value			$	498					$	1,940,085					$	—					$	1,940,583

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As of December 31, 2023

(in thousands)			Level 1						Level 2						Level 3						Total
Assets
Cash equivalents			$	98,101					$	—					$	—					$	98,101
Debt investments			241						2,012,760						36,616						2,049,617
Equity investments			32,642						8						446						33,096
Total assets measured at fair value			$	130,984					$	2,012,768					$	37,062					$	2,180,814
Liabilities
Notes payable			$	—					$	1,922,243					$	—					$	1,922,243
Short sales			518						—						—						518
Total liabilities measured at fair value			$	518					$	1,922,243					$	—					$	1,922,761

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 September 30, 2024 and December 31, 2023 approximated fair value due to the short-term nature of the instruments.

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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:

			Nine Months Ended September 30,
(in thousands)			2024						2023
Balance at beginning of period			$	37,062					$	43,581
Realized and unrealized gains (losses), net			918						(42)
Purchases			19						3,430
Sales			(36,452)						(7,890)
Transfers to Level 2			(71,236)						(79,288)
Transfers from Level 2			125,527						103,491
Balance at end of period (1)			$	55,838					$	63,282

(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.

    

The Company has interests in certain other VIEs that the Company does not consolidate as it is not the primary beneficiary since its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. At September 30, 2024, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $28.6 million.

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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.

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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 wealth management business is marketed directly to individual clients by financial advisory teams at our affiliated investment managers.

Financial Highlights 

▪Total revenues were $227.0 million in the third quarter of 2024, an increase of $7.8 million, or 3.5%, compared to total revenues of $219.3 million in the third quarter of 2023.

▪Operating income was $55.3 million in the third quarter of 2024, an increase of $10.4 million, or 23.1%, compared to $44.9 million in the third quarter of 2023.

▪Net income per diluted share was $5.71 in the third quarter of 2024, an increase of $1.52, or 36.3%, compared to net income per diluted share of $4.19 in the third quarter of 2023.

Assets Under Management

Total sales were $6.6 billion in the third quarter of 2024, an increase of $0.8 billion, or 13.5%, from $5.8 billion in the third quarter of 2023. Net flows were $(1.7) billion in the third quarter of 2024 compared to net flows of $(1.5) billion in the third quarter of 2023.

At September 30, 2024, total assets under management were $183.7 billion, representing an increase of $21.2 billion, or 13.0%, from September 30, 2023, and an increase of $11.5 billion, or 6.7%, from December 31, 2023. The increase in total assets under management from September 30, 2023 included $33.0 billion from positive market performance partially offset by $9.4 billion of net outflows. The increase in total assets under management from December 31, 2023 included $18.7 billion from positive market performance partially offset by $5.6 billion of net outflows.

Assets Under Management by Product

The following table summarizes our assets under management by product:

			As of September 30,												Change
(in millions)			2024						2023						$						%
Open-End Funds (1)			$	58,100					$	54,145					$	3,955					7.3		%
Closed-End Funds			10,432						9,472						960						10.1		%
Retail Separate Accounts (2)			50,610						38,665						11,945						30.9		%
Institutional Accounts (3)			64,600						60,257						4,343						7.2		%
Total			$	183,742					$	162,539					$	21,203					13.0		%
Average Assets Under Management (4)			$	174,841					$	161,074					$	13,767					8.5		%

(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:

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–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 September 30,												Nine Months Ended September 30,
(in millions)			2024						2023						2024						2023
Open-End Funds (1)
Beginning balance			$	55,852					$	56,828					$	56,062					$	53,000
Inflows			3,118						2,687						9,371						8,248
Outflows			(4,143)						(4,137)						(12,367)						(13,621)
Net flows			(1,025)						(1,450)						(2,996)						(5,373)
Market performance			3,410						(1,034)						5,490						3,900
Other (2)			(137)						(199)						(456)						2,618
Ending balance			$	58,100					$	54,145					$	58,100					$	54,145
Closed-End Funds
Beginning balance			$	9,915					$	10,166					$	10,026					$	10,361
Inflows			—						—						—						24
Outflows			—						—						(41)						—
Net flows			—						—						(41)						24
Market performance			845						(504)						1,167						(300)
Other (2)			(328)						(190)						(720)						(613)
Ending balance			$	10,432					$	9,472					$	10,432					$	9,472
Retail Separate Accounts (3)
Beginning balance			$	45,672					$	38,992					$	43,202					$	35,352
Inflows			2,260						1,849						6,805						4,562
Outflows			(1,829)						(1,524)						(5,212)						(4,246)
Net flows			431						325						1,593						316
Market performance			4,507						(652)						5,812						2,997
Other (2)			—						—						3						—
Ending balance			$	50,610					$	38,665					$	50,610					$	38,665
Institutional Accounts (4)
Beginning balance			$	62,146					$	62,330					$	62,969					$	50,663
Inflows			1,219						1,274						4,141						6,786
Outflows			(2,349)						(1,648)						(8,284)						(5,173)
Net flows			(1,130)						(374)						(4,143)						1,613
Market performance			3,790						(1,434)						6,242						3,912
Other (2)			(206)						(265)						(468)						4,069
Ending balance			$	64,600					$	60,257					$	64,600					$	60,257
Total
Beginning balance			$	173,585					$	168,316					$	172,259					$	149,376
Inflows			6,597						5,810						20,317						19,620
Outflows			(8,321)						(7,309)						(25,904)						(23,040)
Net flows			(1,724)						(1,499)						(5,587)						(3,420)
Market performance			12,552						(3,624)						18,711						10,509
Other (2)			(671)						(654)						(1,641)						6,074
Ending balance			$	183,742					$	162,539					$	183,742					$	162,539

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(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 September 30,												Change												% of Total
(in millions)			2024						2023						$						%						2024						2023
Asset Class
Equity			$	106,784					$	87,984					$	18,800					21.4		%				58.1		%				54.1		%
Fixed income			39,014						37,352						1,662						4.4		%				21.2		%				23.0		%
Multi-asset (1)			21,619						19,937						1,682						8.4		%				11.8		%				12.3		%
Alternatives (2)			16,325						17,266						(941)						(5.5)		%				8.9		%				10.6		%
Total			$	183,742					$	162,539					$	21,203					13.0		%				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.

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 September 30,
			Average Fee Earned (expressed in basis points)												Average Assets Under  Management  (in millions) (4)
			2024						2023						2024						2023
Products
Open-End Funds (1)			49.7						51.1						$	56,731					$	56,511
Closed-End Funds			58.5						58.2						10,159						10,001
Retail Separate Accounts (2)			43.7						43.3						45,672						38,992
Institutional Accounts (3)			31.0						30.3						63,428						62,368
All Products			41.9						42.0						$	175,990					$	167,872
			Nine Months Ended September 30,
			Average Fee Earned (expressed in basis points)												Average Assets Under  Management  (in millions) (4)
			2024						2023						2024						2023
Products
Open-End Funds (1)			50.2						49.4						$	56,750					$	55,591
Closed-End Funds			58.6						57.6						9,972						10,216
Retail Separate Accounts (2)			43.6						43.9						45,230						37,247
Institutional Accounts (3)			30.9						31.2						62,889						58,020
All Products			42.0						42.1						$	174,841					$	161,074

(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

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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 nine months ended September 30, 2024 compared to the same periods in the prior year.

Results of Operations

Summary Financial Data

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
(in thousands)			2024						2023						$						%						2024						2023						$						%
Investment management fees			$	193,843					$	184,869					$	8,974					4.9		%				$	573,855					$	529,326					$	44,529					8.4		%
Other revenue			33,186						34,402						(1,216)						(3.5)		%				99,600						101,355						(1,755)						(1.7)		%
Total revenues			227,029						219,271						7,758						3.5		%				673,455						630,681						42,774						6.8		%
Total operating expenses			171,771						174,368						(2,597)						(1.5)		%				541,686						518,153						23,533						4.5		%
Operating income (loss)			55,258						44,903						10,355						23.1		%				131,769						112,528						19,241						17.1		%
Other income (expense), net			(28)						(2,803)						2,775						(99.0)		%				(8,419)						(1,446)						(6,973)						482.2		%
Interest income (expense), net			9,671						8,235						1,436						17.4		%				26,019						23,689						2,330						9.8		%
Income (loss) before income taxes			64,901						50,335						14,566						28.9		%				149,369						134,771						14,598						10.8		%
Income tax expense (benefit)			15,797						12,181						3,616						29.7		%				36,376						31,794						4,582						14.4		%
Net income (loss)			49,104						38,154						10,950						28.7		%				112,993						102,977						10,016						9.7		%
Noncontrolling interests			(8,124)						(7,248)						(876)						12.1		%				(24,541)						(3,190)						(21,351)						669.3		%
Net Income (Loss) Attributable to Virtus Investment Partners, Inc.			$	40,980					$	30,906					$	10,074					32.6		%				$	88,452					$	99,787					$	(11,335)					(11.4)		%
Earnings (loss) per share-diluted			$	5.71					$	4.19					$	1.52					36.3		%				$	12.23					$	13.50					$	(1.27)					(9.4)		%

In the third quarter of 2024, total revenues increased 3.5% to $227.0 million from $219.3 million in the third 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 $10.4 million to $55.3 million in the third quarter of 2024 compared to $44.9 million in the third quarter of 2023, due primarily to the aforementioned increased revenue, as well as decreased operating expenses.

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Revenues

Revenues by source were as follows:

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
(in thousands)			2024						2023						$						%						2024						2023						$						%
Investment management fees
Open-end funds			$	79,428					$	80,294					$	(866)					(1.1)		%				$	237,991					$	229,721					$	8,270					3.6		%
Closed-end funds			14,942						14,673						269						1.8		%				43,741						44,025						(284)						(0.6)		%
Retail separate accounts			52,068						44,441						7,627						17.2		%				153,265						127,323						25,942						20.4		%
Institutional accounts			47,405						45,461						1,944						4.3		%				138,858						128,257						10,601						8.3		%
Total investment management fees			193,843						184,869						8,974						4.9		%				573,855						529,326						44,529						8.4		%
Distribution and service fees			13,567						14,333						(766)						(5.3)		%				41,007						42,618						(1,611)						(3.8)		%
Administration and shareholder service fees			18,560						19,069						(509)						(2.7)		%				55,546						55,668						(122)						(0.2)		%
Other income and fees			1,059						1,000						59						5.9		%				3,047						3,069						(22)						(0.7)		%
Total Revenues			$	227,029					$	219,271					$	7,758					3.5		%				$	673,455					$	630,681					$	42,774					6.8		%

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 $9.0 million, or 4.9%, and $44.5 million, or 8.4%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods in the prior year primarily due to the increase in average 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 $0.8 million, or 5.3%, and $1.6 million, or 3.8%, for the three and nine months ended September 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 decreased by $0.5 million, or 2.7% for the three months ended September 30, 2024 and remained consistent during the nine months ended September 30, 2024, compared to the same periods in the prior year. The decrease during the three-month period is due to the decrease in average assets under management of our U.S. retail funds.

Other Income and Fees

Other income and fees primarily represent fees related to other fee-earning assets and marketing fees earned on certain ETFs. Other income and fees remained consistent during the three and nine months ended September 30, 2024 compared to the same periods in the prior year.

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Operating Expenses

Operating expenses by category were as follows:

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
(in thousands)			2024						2023						$						%						2024						2023						$						%
Operating expenses
Employment expenses			$	105,555					$	101,587					$	3,968					3.9		%				$	326,385					$	304,895					$	21,490					7.0		%
Distribution and other asset-based expenses			24,175						24,157						18						0.1		%				72,218						73,332						(1,114)						(1.5)		%
Other operating expenses			30,363						30,494						(131)						(0.4)		%				94,788						94,707						81						0.1		%
Other operating expenses of CIP			465						553						(88)						(15.9)		%				4,064						1,613						2,451						152.0		%
Change in fair value of contingent consideration			(4,000)						—						(4,000)						N/M						(7,300)						(6,800)						(500)						7.4		%
Restructuring expense			—						691						(691)						(100.0)		%				1,487						691						796						115.2		%
Depreciation expense			2,330						1,504						826						54.9		%				6,628						4,134						2,494						60.3		%
Amortization expense			12,883						15,382						(2,499)						(16.2)		%				43,416						45,581						(2,165)						(4.7)		%
Total operating expenses			$	171,771					$	174,368					$	(2,597)					(1.5)		%				$	541,686					$	518,153					$	23,533					4.5		%

N/M = Not Meaningful

Employment Expenses

Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses of $105.6 million increased by $4.0 million, or 3.9%, for the three months ended September 30, 2024 primarily due to an increase in sales- and profit-based compensation. Employment expenses increased by $21.5 million, or 7.0%, for the nine months ended September 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 remained consistent for the three months ended September 30, 2024 and decreased by $1.1 million, or 1.5%, for the nine months ended September 30, 2024 compared to the same periods in the prior year. The decrease during the nine-month period was primarily due to decreases in assets under management in share classes that have asset-based distribution and other asset-based expenses.

Other Operating Expenses

Other operating expenses primarily consist of investment research and data costs, software application and development expenses, professional fees, travel and distribution-related costs, rent and occupancy expenses, and other business costs. Other operating expenses remained consistent during the three and nine months ended September 30, 2024 compared to the same periods in the prior year.

Other Operating Expenses of CIP

Other operating expenses of CIP remained consistent for the three months ended September 30, 2024 and increased by $2.5 million, or 152.0%, for the nine months ended September 30, 2024, compared to the same periods in the prior year. The increase during the nine-month period was primarily due to the refinancing of two CLOs in the current year to date period.

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 $4.0 million and $0.5 million changes in fair value of contingent consideration for the three and nine months ended September 30, 2024, respectively, compared to the same periods in the prior year were primarily attributable to changes in underlying performance estimates.

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Depreciation Expense

Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense increased $0.8 million, or 54.9%, and $2.5 million, or 60.3%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods in the prior year. The increase during both periods was primarily due to the acceleration of depreciation on leasehold improvements associated with a terminated lease in the current year periods, software and equipment purchases and depreciation expense associated with new office space.

Amortization Expense

Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense decreased $2.5 million, or 16.2%, for the three months ended September 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 decreased by $2.2 million, or 4.7%, for the nine months ended September 30, 2024, compared to the same period in the prior year, primarily due to intangible assets becoming fully amortized during the current year period partially offset by the addition of AlphaSimplex intangible assets in the second quarter of the prior year.

Other Income (Expense)

Other Income (Expense), net by category were as follows:

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
(in thousands)			2024						2023						$						%						2024						2023						$						%
Other Income (Expense)
Realized and unrealized gain (loss) on investments, net			$	4,552					$	(1,918)					$	6,470					(337.3)		%				$	6,415					$	2,469					$	3,946					159.8		%
Realized and unrealized gain (loss) of CIP, net			(5,128)						(1,013)						(4,115)						406.2		%				(16,529)						(2,853)						(13,676)						479.4		%
Other income (expense), net			548						128						420						328.1		%				1,695						(1,062)						2,757						(259.6)		%
Total Other Income (Expense), net			$	(28)					$	(2,803)					$	2,775					(99.0)		%				$	(8,419)					$	(1,446)					$	(6,973)					482.2		%

Realized and unrealized gain (loss) on investments, net

Realized and unrealized gain (loss) on investments, net changed during the three and nine months ended September 30, 2024 by $6.5 million and $3.9 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 $(4.1) million and $(13.7) million for the three and nine months ended September 30, 2024, respectively, compared to the same periods in the prior year. The change for the three months ended September 30, 2024 consisted primarily of changes in net unrealized and realized losses of $51.8 million, due to changes in market values of leveraged loans, partially offset by unrealized gains of $47.7 million related to the value of the notes payable. The change for the nine months ended September 30, 2024 consisted primarily of changes in net unrealized and realized losses of $46.1 million, due to changes in market values of leveraged loans partially offset by unrealized gains of $32.4 million related to the value of the notes payable.

Other income (expense), net    

Other income (expense), net changed by $0.4 million and $2.8 million for the three and nine months ended September 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.

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Interest Income (Expense)

Interest Income (Expense), net by category were as follows:

			Three Months Ended September 30,												Change												Nine Months Ended September 30,												Change
(in thousands)			2024						2023						$						%						2024						2023						$						%
Interest Income (Expense)
Interest expense			$	(5,807)					$	(6,222)					$	415					(6.7)		%				$	(17,099)					$	(17,444)					$	345					(2.0)		%
Interest and dividend income			2,913						2,872						41						1.4		%				9,025						8,785						240						2.7		%
Interest and dividend income of investments of CIP			50,628						49,803						825						1.7		%				154,128						144,501						9,627						6.7		%
Interest expense of CIP			(38,063)						(38,218)						155						(0.4)		%				(120,035)						(112,153)						(7,882)						7.0		%
Total Interest Income (Expense), net			$	9,671					$	8,235					$	1,436					17.4		%				$	26,019					$	23,689					$	2,330					9.8		%

Interest Expense

Interest expense decreased $0.4 million, or 6.7%, and $0.3 million, or 2.0%, for the three and nine months ended September 30, 2024, respectively, primarily due to lower average debt outstanding during the current year periods.

Interest and Dividend Income

Interest and dividend income remained consistent during the three and nine months ended September 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 $0.8 million, or 1.7%, and $9.6 million, or 6.7% for the three and nine months ended September 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 remained consistent for the three months ended September 30, 2024 compared to the same period in the prior year and increased by $7.9 million, or 7.0% for the nine months ended September 30, 2024 compared to the same period in the prior year. The increase for the current year to date period is primarily attributable to the addition of a CLO in the third quarter of 2023.

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 23.6% for the nine months ended September 30, 2024 and 2023, respectively. The higher estimated effective tax rate for the nine months ended September 30, 2024 was primarily due to a change in excess tax benefits associated with stock-based compensation.

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Liquidity and Capital Resources

Certain Financial Data

The following table summarizes certain financial data relating to our liquidity and capital resources:

			September 30, 2024						December 31, 2023						Change
(in thousands)															$						%
Balance Sheet Data
Cash and cash equivalents			$	195,533					$	239,602					$	(44,069)					(18.4)		%
Investments			164,671						132,696						31,975						24.1		%
Contingent consideration			59,404						90,938						(31,534)						(34.7)		%
Debt			237,467						253,412						(15,945)						(6.3)		%
Redeemable noncontrolling interests			98,111						104,869						(6,758)						(6.4)		%
Total equity			892,722						868,289						24,433						2.8		%

 

			Nine Months Ended September 30,												Change
(in thousands, Provided by (Used in);			2024						2023						$						%
Cash Flow Data
Operating activities			$	104,562					$	229,840					$	(125,278)					(54.5)		%
Investing activities			(4,816)						(127,349)						122,533						(96.2)		%
Financing activities			(129,506)						(285,769)						156,263						(54.7)		%

Overview

At September 30, 2024, we had $195.5 million of cash and cash equivalents and $164.7 million of investments, which included $127.9 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 and data costs, software application and development expenses, 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 or other regulators that subject them to certain rules regarding minimum net capital. Failure to meet these requirements could result in adverse consequences to us, including additional reporting requirements, or interruption of our business. At September 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.

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Operating Cash Flow

Net cash provided by operating activities of $104.6 million for the nine months ended September 30, 2024 decreased by $125.3 million from net cash provided by operating activities of $229.8 million for the same period in the prior year primarily due to a decrease of $139.4 million in net sales of investments by CIP in the current year period.

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 $4.8 million for the nine months ended September 30, 2024 decreased by $122.5 million from net cash used in investing activities of $127.3 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 $129.5 million for the nine months ended September 30, 2024 decreased by $156.3 million from net cash used of $285.8 million for the same period in the prior year primarily due to a $187.7 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 $17.1 million outstanding under the Term Loan during the nine months ended September 30, 2024 and had $241.8 million outstanding under the Term Loan at September 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 $4.3 million as of September 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 September 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 nine months ended September 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.

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

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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 September 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.

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 September 30, 2024, 455,488 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 September 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)
July 1-31, 2024			—						$	—					—						528,338
August 1-31, 2024			44,072						$	205.14					44,072						484,266
September 1-30, 2024			28,778						$	202.43					28,778						455,488
Total			72,850												72,850

(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. Under the program, the Company is authorized to purchase up to 5,680,045 of its outstanding shares of common stock. This repurchase program is not subject to an expiration date.

Item 5.    Other Information

During the three months ended September 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 or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

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Item 6.    Exhibits

Exhibit Number						Description
31.1						Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						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.

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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: November 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)

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