VIRTUS INVESTMENT PARTNERS INC

Previous wording

Our retail distribution resources in the U.S. consist of regional sales professionals, a national account relationship group and specialized teams for retirement and ETFs. Our U.S. retail funds and retail separate accounts are distributed through financial intermediaries. We have broad distribution access in the U.S. retail market, with distribution partners that include national and regional broker-dealers, independent broker-dealers and registered investment advisers, banks and insurance companies. In many of these firms, we have a number of products that are on preferred "recommended" lists and on fee-based advisory programs. Our private client business is marketed directly to individual clients by financial advisory teams at our affiliated investment managers.

Current wording

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.

Previous wording

▪Net income per diluted share was $2.43 in the second quarter of 2024, a decrease of $1.67, or 40.7%, compared to net income per diluted share of $4.10 in the second quarter of 2023.

Current wording

▪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.

Previous wording

▪Total sales were $6.1 billion in the second quarter of 2024, a decrease of $1.4 billion, or 19.0%, from $7.6 billion in the second quarter of 2023. Net flows were $(2.6) billion in the second quarter of 2024 compared to neutral net flows in the second quarter of 2023.

Current wording

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.

Previous wording

At June 30, 2024, total assets under management were $173.6 billion, representing an increase of $5.3 billion, or 3.1%, from June 30, 2023, and an increase of $1.3 billion, or 0.8%, from December 31, 2023. The increase in total assets under management from June 30, 2023 included $16.9 billion from positive market performance partially offset by $9.2 billion of net outflows. The increase in total assets under management from December 31, 2023 included $6.2 billion from positive market performance partially offset by $3.9 billion of net outflows.

Current wording

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.

Previous wording

The average fee rate earned on all products was flat for the three and six months ended June 30, 2024 compared to the same periods in the prior year.

Current wording

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.

Previous wording

In the second quarter of 2024, total revenues increased 5.1% to $224.4 million from $213.5 million in the second quarter of 2023, primarily as a result of increased average assets under management during the current year period compared to the prior year period. Operating income increased $5.2 million to $44.2 million in the second quarter of 2024 compared to $39.0 million in the second quarter of 2023, due primarily to the aforementioned increased revenue, partially offset by increased operating expenses.

Current wording

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.

Previous wording

Investment management fees are earned based on a percentage of assets under management and are paid pursuant to the terms of the respective investment management agreements, which generally require monthly or quarterly payments. Investment management fees increased by $11.7 million, or 6.5%, and $35.6 million, or 10.3% for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to the increase in average assets under management.

Current wording

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.

Previous wording

Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution services. Distribution and service fees decreased by $0.7 million, or 5.1%, and $0.8 million, or 3.0%, for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to lower sales and average assets under management for open-end funds in share classes that have sales- and asset-based distribution and service fees.

Current wording

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.

Previous wording

Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our U.S. retail funds, ETFs and certain closed-end funds. Fund administration and shareholder service fees remained consistent during the three months ended June 30, 2024 compared to the same period in the prior year and increased by $0.4 million, or 1.1%, for the six months ended June 30, 2024, compared to the same period in the prior year. The increase for the six-month period was primarily due to the increase in average assets under management of our U.S. retail funds and ETFs.

Current wording

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.

Previous wording

Other income and fees primarily represent fees related to other fee-earning assets and contingent sales charges earned from investor redemptions of certain shares sold without a front-end sales charge. Other income and fees decreased by $0.2 million, or 14.4%, for the three months ended June 30, 2024, and remained consistent during the six months ended June 30, 2024 compared to the same periods in the prior year. The decrease during the three-month period is primarily due to lower fees earned on other fee-earning assets and lower fees received for trading and investment services.

Current wording

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.

Previous wording

Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses of $105.7 million increased by $1.0 million, or 0.9%, for the three months ended June 30, 2024 primarily due to an increase in profit- and sales-based compensation. Employment expenses increased by $17.5 million, or 8.6%, for the six months ended June 30, 2024, compared to the same period in the prior year primarily due to an increase in profit- and sales-based compensation and the addition of AlphaSimplex.

Current wording

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.

Previous wording

Distribution and other asset-based expenses consist primarily of payments to third-party client intermediaries for providing services to investors in sponsored investment products. These payments are primarily based on assets under management. Distribution and other asset-based expenses also include the amortization of deferred sales commissions related to up-front commissions on shares sold without a front-end sales charge to shareholders. The deferred sales commissions are amortized on a straight-line basis over the period commissions are recovered from distribution fee revenues and contingent sales charges received upon redemption of shares. During the three and six months ended June 30, 2024, distribution and other asset-based expenses decreased by $1.8 million, or 6.9%, and $1.1 million, or 2.3%, respectively, compared to the same periods in the prior year primarily due to decreases in assets under management in share classes that have asset-based distribution and other expenses.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

Other operating expenses of CIP increased by $2.5 million, or 708.1%, and $2.5 million, or 239.5%, for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to the refinancing of two CLOs in the current year periods.

Current wording

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.

Previous wording

Contingent consideration related to the Company's acquisitions are fair valued on each reporting date incorporating changes in various estimates, including underlying performance estimates, discount rates and the amount of time until the conditions of the contingent payments are achieved. The change in fair value is recorded in the current period as a gain or loss. The $3.5 million change in fair value of contingent consideration for the three and six months ended June 30, 2024 compared to the same periods in the prior year was primarily attributable to changes in underlying performance estimates.

Current wording

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.

Previous wording

Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense increased $0.8 million, or 52.9%, and $1.7 million, or 63.4%, for the three and six months ended June 30, 2024, compared to the same periods in the prior year. The increase during both periods was primarily due to the acceleration of deprecation on leasehold improvements in the current year periods, software and equipment purchases in the current and prior year periods and depreciation expense for new office space.

Current wording

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.

Previous wording

Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense decreased $0.6 million, or 3.9%, for the three months ended June 30, 2024, compared to the same period in the prior year, primarily due to intangible assets becoming fully amortized during the current year period. Amortization expense increased by $0.3 million, or 1.1%, for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to the addition of AlphaSimplex intangible assets in the second quarter of the prior year partially offset by intangible assets becoming fully amortized during the current year period.

Current wording

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.

Previous wording

Realized and unrealized gain (loss) on investments, net changed during the three and six months ended June 30, 2024 by $(3.3) million and $(2.5) million, respectively, compared to the same periods in the prior year. The realized and unrealized gains and losses reflect changes in overall market conditions for the respective periods.

Current wording

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.

Previous wording

Realized and unrealized gain (loss) of CIP, net changed by $(8.5) million and $(9.6) million for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year. The change for the three months ended June 30, 2024 consisted primarily of changes in unrealized losses of $32.1 million related to the value of the notes payable, partially offset by net unrealized and realized gains of $23.6 million due to changes in market values of leveraged loans. The change for the six months ended June 30, 2024 consisted primarily of changes in unrealized losses of $15.3 million related to the value of the notes payable, partially offset by net unrealized and realized gains of $5.7 million due to changes in market values of leveraged loans.

Current wording

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.

Previous wording

Other income (expense), net changed by $1.4 million and $2.3 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year primarily due to changes in the gains and losses on our equity method investments.

Current wording

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.

Previous wording

Interest expense decreased $0.6 million, or 9.7%, for the three months ended June 30, 2024 and remained consistent during the six months ended June 30, 2024. The decrease during the three-month period was primarily due to lower average debt outstanding during the current year period.

Current wording

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.

Previous wording

Interest and dividend income remained consistent during the three and six months ended June 30, 2024 compared to the same periods in the prior year.

Current wording

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.

Previous wording

Interest and dividend income of investments of CIP increased $4.5 million, or 9.4%, and $8.8 million, or 9.3% for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year. The increases were primarily due to the addition of a CLO in the third quarter of 2023 and higher average interest rates during the current year periods.

Current wording

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.

Previous wording

Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP increased by $3.2 million, or 8.3%, and $8.0 million, or 10.9% for the three and six months ended June 30, 2024, compared to the same periods in the prior year primarily due to the addition of a CLO in the third quarter of 2023 and higher average interest rates in the current year periods.

Current wording

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.

Previous wording

The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 24.4% and 23.2% for the six months ended June 30, 2024 and 2023, respectively. The higher estimated effective tax rate for the six months ended June 30, 2024 was primarily due to a change in excess tax benefits associated with stock-based compensation and the change in valuation allowances in the current year related to the tax effects of unrealized gains on certain of our investments.

Current wording

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.

Previous wording

At June 30, 2024, we had $183.0 million of cash and cash equivalents and $122.3 million of investments, which included $86.2 million of investment securities, compared to $239.6 million of cash and cash equivalents and $132.7 million of investments, which included $97.3 million of investment securities, at December 31, 2023.

Current wording

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.

Previous wording

Our operating expenses consist of employee compensation and related benefit costs and other operating expenses, which primarily consist of investment research, technology costs, professional fees, distribution and occupancy costs, as well as interest on our indebtedness and income taxes. Annual incentive compensation, our largest annual operating cash expenditure, is paid in the first quarter of the year. In 2024 and 2023, we paid $146.1 million and $142.1 million, respectively, in incentive compensation earned during the years ended December 31, 2023 and 2022, respectively.

Current wording

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.

Previous wording

Certain of our subsidiaries are registered with the SEC, Central Bank of Ireland (CBI) or other regulators that subject them to certain rules regarding minimum net capital. Failure to meet these requirements could result in adverse consequences to us, including additional reporting requirements, or interruption of our business. At June 30, 2024, these subsidiaries were in compliance with all minimum net capital requirements.

Current wording

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.

Previous wording

Net cash provided by operating activities of $35.4 million for the six months ended June 30, 2024 decreased by $66.7 million from net cash provided by operating activities of $102.1 million for the same period in the prior year primarily due to a decrease of $48.0 million in net sales of investments by CIP in the current year period and an increase in payments of incentive compensation in the current year.

Current wording

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.

Previous wording

Cash flows from investing activities consist primarily of capital expenditures and other investing activities related to our business operations. Net cash used in investing activities of $3.8 million for the six months ended June 30, 2024 decreased by $119.4 million from net cash used in investing activities of $123.2 million for the same period in the prior year primarily due to the AlphaSimplex acquisition in the prior year.

Current wording

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.

Previous wording

Cash flows from financing activities consist primarily of transactions related to our common shares, issuance and repayment of debt by us and CIP, payments of contingent consideration and purchases and sales of noncontrolling interests. Net cash used in financing activities of $21.8 million for the six months ended June 30, 2024 decreased by $188.9 million from net cash used of $210.7 million for the same period in the prior year primarily due to a $222.6 million increase in net borrowings of CIP attributable to the refinancing of two CLOs in the current period partially offset by the prior year period $50.0 million borrowing on the credit facility as part of the AlphaSimplex acquisition.

Current wording

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.

Previous wording

The Company's credit agreement, as amended (the "Credit Agreement"), comprises (i) a $275.0 million term loan with a seven-year term (the "Term Loan") expiring in September 2028, and (ii) a $175.0 million revolving credit facility with a five-year term expiring in September 2026. The Company repaid $6.4 million outstanding under the Term Loan during the six months ended June 30, 2024 and had $252.4 million outstanding under the Term Loan at June 30, 2024. In accordance with ASC 835, Interest, the amounts outstanding under the Company's Term Loan are presented on the Condensed Consolidated Balance Sheet net of related debt issuance costs, which were $4.8 million as of June 30, 2024.

Current wording

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.