Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): January 25, 2024

VIRTU FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)			001-37352 (Commission File No.)			32-0420206 (IRS Employer Identification No.)

1633 Broadway

New York, NY 10019

(Address of principal executive offices)

(212) 418-0100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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


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


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


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


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

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

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Class A common stock, par value $0.00001 per share

VIRT

The NASDAQ Stock Market LLC

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 25, 2024, Virtu Financial, Inc. (the “Company”) issued a press release setting forth its financial results for its quarter ended December 31, 2023. A copy of the Company's press release is attached as Exhibit 99.1 to this report. The Company does not intend for this Item 2.02 or Exhibit 99.1 to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or to be incorporated by reference into filings under the Securities Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits


Exhibit No.						Description
99.1						Press release of Virtu Financial, Inc., dated January 2 5 , 202 4 and furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

EXHIBIT INDEX


Exhibit No.						Description
99.1						Press release of Virtu Financial, Inc., dated January 25 , 202 4 and furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


VIRTU FINANCIAL, INC.

By:	/s/ JUSTIN WALDIE
	Name:	Justin Waldie
	Title:	Senior Vice President, Secretary and General Counsel

Dated: January 25, 2024

Exhibit 99.1

Virtu Announces Fourth Quarter 2023 Results

NEW YORK, NY, January 25, 2024 - Virtu Financial, Inc. (NASDAQ: VIRT), a leading provider of financial services and products that leverages cutting edge technology to deliver innovative, transparent trading solutions to its clients and liquidity to the global markets, today reported results for the fourth quarter ended December 31, 2023.

Fourth Quarter and Full Year Selected Highlights

Fourth Quarter 2023:

•Net income of $6.7 million; Normalized Adjusted Net Income1 of $44.1 million

•Basic and diluted earnings per share of $0.05; Normalized Adjusted EPS1 of $0.27

•Total revenues of $536.0 million; Trading income, net, of $266.6 million; Net income Margin of 1.3%2

◦Adjusted Net Trading Income1 of $260.9 million

•Adjusted EBITDA1 of $99.0 million; Adjusted EBITDA Margin1 of 37.9%

•Share buybacks of $44.0 million, or 2.4 million shares, under the Share Repurchase Program3

Full Year 2023:

•Net income of $263.9 million; Normalized Adjusted Net Income1 of $308.1 million

•Basic and diluted earnings per share of $1.42; Normalized Adjusted EPS1 of $1.84

•Total revenues of $2,293.4 million; Trading income, net of $1,301.3 million; Net income Margin of 11.5%2

◦Adjusted Net Trading Income1 of $1,210.7 million

•Adjusted EBITDA1 of $568.0 million; Adjusted EBITDA Margin1 of 46.9%

•Share buybacks of $210.0 million, or 11.3 million shares, under the Share Repurchase Program3

The Virtu Financial, Inc. Board of Directors declared a quarterly cash dividend of $0.24 per share. This dividend is payable on March 15, 2024 to shareholders of record as of March 1, 2024.

Note 1: Non-GAAP financial measures. Please see "Non-GAAP Financial Measures and Other Items" for more information.

Note 2: Calculated by dividing Net income by Total revenue

Note 3: Shares repurchased calculated on a settlement date basis.

Page 1

Exhibit 99.1

Financial Results

Fourth Quarter 2023:

Total revenues increased 7.7% to $536.0 million for this quarter, compared to $497.8 million for the same period in 2022. Trading income, net, decreased 14.9% to $266.6 million for the quarter compared to $313.3 million for the same period in 2022. Net income totaled $6.7 million for this quarter, compared to net income of $39.6 million in the prior year quarter.

Basic and diluted earnings per share for this quarter were $0.05, compared to basic and diluted earnings per share of $0.27, for the same period in 2022.

Adjusted Net Trading Income decreased 4.8% to $260.9 million for this quarter, compared to $274.1 million for the same period in 2022. Adjusted EBITDA decreased 20.7% to $99.0 million for this quarter, compared to $125.4 million for the same period in 2022. Normalized Adjusted Net Income, removing one-time and non-cash items, decreased 31.3% to $44.1 million for this quarter, compared to $64.1 million for the same period in 2022.

Assuming all non-controlling interests had been exchanged for common stock, and the Company’s Normalized Adjusted Net Income before income taxes was subject to corporation taxes, Normalized Adjusted EPS was $0.27 for this quarter, compared to $0.37 for the same period in 2022.

Full Year 2023:

Total revenues decreased 3.0% to $2,293.4 million for this year, compared to $2,364.8 million for 2022. Trading income, net, decreased 20.1% to $1,301.3 million for this year, compared to $1,628.9 million for 2022. Net income totaled $263.9 million for this year, compared to net income of $468.3 million for 2022.

Basic and diluted earnings per share were $1.42 for 2023, compared to basic and diluted earnings per share of $2.45 and $2.44, respectively, for 2022.

Adjusted Net Trading Income decreased 17.5% to $1,210.7 million for this year, compared to $1,467.6 million for 2022. Adjusted EBITDA decreased 33.9% to $568.0 million for this year, compared to $859.1 million for 2022. Normalized Adjusted Net Income decreased 42.1% to $308.1 million for this year, compared to $532.5 million for 2022.

Operating Segment Information

The Company has two operating segments: Market Making and Execution Services; and one non-operating segment: Corporate.

Market Making principally consists of market making in the cash, futures and options markets across global equities, fixed income, currencies and commodities. As a market maker, the Company commits capital on a principal basis by offering to buy securities from, or sell securities to, broker dealers, banks and institutions.

Execution Services comprises agency-based trading and trading venues, offering execution services in global equities, options, futures and fixed income on behalf of institutions, banks and broker dealers. The Company also provides proprietary technology and infrastructure, workflow technology, and trading analytics services to select third parties. The segment also includes the results of the Company's capital markets business, in which the Company acts as an agent for issuers in connection with at-the-market offerings and buyback programs.

Corporate contains the Company's investments, principally in strategic trading-related opportunities, and maintains corporate overhead expenses.

Page 2

Exhibit 99.1

The following tables show the trading income, net, total revenues and Adjusted Net Trading Income by segment for the three months and full years ended December 31, 2023 and 2022.

Total revenues by segment

(in thousands, unaudited)


	Three Months Ended December 31, 2023								Three Months Ended December 31, 2022
	Market Making		Execution Services		Corporate		Total		Market Making		Execution Services		Corporate		Total
Trading income, net	$	262,501	$	4,079	$	—	$	266,580	$	308,702	$	4,578	$	—	$	313,280
Commissions, net and technology services	6,894		107,481		—		114,375		11,299		106,565		—		117,864
Interest and dividends income	151,773		2,877		—		154,650		63,443		242		—		63,685
Other, net	833		(7,940)		7,479		372		2,352		516		71		2,939
Total Revenues	$	422,001	$	106,497	$	7,479	$	535,977	$	385,796	$	111,901	$	71	$	497,768



	Year Ended December 31, 2023								Year Ended December 31, 2022
	Market Making		Execution Services		Corporate		Total		Market Making		Execution Services		Corporate		Total
Trading income, net	$	1,283,680	$	17,664	$	—	$	1,301,344	$	1,607,819	$	21,079	$	—	$	1,628,898
Commissions, net and technology services	29,571		426,027		—		455,598		42,180		487,665		—		529,845
Interest and dividends income	451,859		10,707		—		462,566		158,664		456		—		159,120
Other, net	78,413		(7,856)		3,308		73,865		4,176		5,041		37,732		46,949
Total Revenues	$	1,843,523	$	446,542	$	3,308	$	2,293,373	$	1,812,839	$	514,241	$	37,732	$	2,364,812

Page 3

Exhibit 99.1

Reconciliation of trading income, net to Adjusted Net Trading Income by operating segment

(in thousands, unaudited)


	Three Months Ended December 31, 2023								Three Months Ended December 31, 2022
	Market Making		Execution Services		Corporate		Total		Market Making		Execution Services		Corporate		Total
Trading income, net	$	262,501	$	4,079	$	—	$	266,580	$	308,702	$	4,578	$	—	$	313,280
Commissions, net and technology services	6,894		107,481		—		114,375		11,299		106,565		—		117,864
Interest and dividends income	151,773		2,877		—		154,650		63,443		242		—		63,685
Brokerage, exchange, clearance fees and payments for order flow, net	(96,740)		(20,380)		—		(117,120)		(122,780)		(20,153)		—		(142,933)

Interest and dividends expense	(156,941)		(630)		—		(157,571)		(76,026)		(1,791)		—		(77,817)
Adjusted Net Trading Income	$	167,487	$	93,427	$	—	$	260,914	$	184,638	$	89,441	$	—	$	274,079



	Year Ended December 31, 2023								Year Ended December 31, 2022
	Market Making		Execution Services		Corporate		Total		Market Making		Execution Services		Corporate		Total
Trading income, net	$	1,283,680	$	17,664	$	—	$	1,301,344	$	1,607,819	$	21,079	$	—	$	1,628,898
Commissions, net and technology services	29,571		426,027		—		455,598		42,180		487,665		—		529,845
Interest and dividends income	451,859		10,707		—		462,566		158,664		456		—		159,120
Brokerage, exchange, clearance fees and payments for order flow, net	(420,608)		(87,750)		—		(508,358)		(524,762)		(94,406)		—		(619,168)

Interest and dividends expense	(497,895)		(2,572)		—		(500,467)		(225,427)		(5,633)		—		(231,060)
Adjusted Net Trading Income	$	846,607	$	364,076	$	—	$	1,210,683	$	1,058,474	$	409,161	$	—	$	1,467,635

Financial Condition

As of December 31, 2023, Virtu had $855.5 million in cash, cash equivalents and restricted cash, and total long-term debt outstanding in an aggregate principal amount of $1,751.8 million.

Share Repurchase Program

Since inception of the program in November 2020 through settlement date January 24, 2024, the Company repurchased approximately 44.2 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,121.8 million. The Company has approximately $98.2 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Earnings Conference Call Information

Virtu Financial will host a conference call to review its fourth quarter 2023 financial performance today, January 25nd, at 7:30 a.m. ET. Members of the public may listen to the conference call through an audio webcast through the Investor Relations section of the firm’s website ir.virtu.com/investor-relations.

Website Information

We routinely post important information for investors on the Investor Relations section of our website, ir.virtu.com/investor-relations and also from time to time may use social media channels, including our Twitter account (twitter.com/virtufinancial) and our LinkedIn account (linkedin.com/company/virtu-financial), as an additional means of disclosing public information to investors, the media and others interested in us. It is possible that certain information we post on our website and on social media could be deemed to be material information, and we encourage investors, the media and others interested in us to review the business and financial information we post on our website and on the social media channels identified above, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that

Page 4

Exhibit 99.1

may be accessed through, our website and our social media channels is not incorporated by reference into, and is not a part of, this document.

Page 5

Exhibit 99.1

Non-GAAP Financial Measures and Other Items

To supplement our unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), we use the following non-GAAP measures of financial performance:

•“Adjusted Net Trading Income”, which is the amount of revenue we generate from our market making activities, or trading income, net, plus commissions, net and technology services, plus interest and dividends income and expense, net, less direct costs associated with those revenues, including brokerage, exchange, clearance fees and payments for order flow, net. Management believes that this measurement is useful for comparing general operating performance from period to period. Although we use Adjusted Net Trading Income as a financial measure to assess the performance of our business, the use of Adjusted Net Trading Income is limited because it does not include certain material costs that are necessary to operate our business. Our presentation of Adjusted Net Trading Income should not be construed as an indication that our future results will be unaffected by revenues or expenses that are not directly associated with our core business activities.

•“EBITDA”, which measures our operating performance by adjusting Net Income to exclude Financing interest expense on long-term borrowings, Debt issue cost related to debt refinancing, prepayment, and commitment fees, Depreciation and amortization, Amortization of purchased intangibles and acquired capitalized software, and Income tax expense, and “Adjusted EBITDA”, which measures our operating performance by further adjusting EBITDA to exclude severance, transaction advisory fees and expenses, termination of office leases, charges related to share-based compensation and other expenses, which includes reserves for legal matters, and Other, net, which includes gains and losses from strategic investments and the sales of businesses.

•“Normalized Adjusted Net Income”, “Normalized Adjusted Net Income before income taxes”, “Normalized provision for income taxes”, and “Normalized Adjusted EPS”, which we calculate by adjusting Net Income to exclude certain items, and other non-cash items, assuming that all vested and unvested Virtu Financial Units have been exchanged for Class A Common Stock, and applying an effective tax rate, which was approximately 24%.

•“Adjusted Operating Expenses”, which we calculate by adjusting total operating expenses to exclude severance, share based compensation, reserves for legal matters, termination of office leases, connectivity early termination and write-down of assets.

Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, and Normalized Adjusted EPS and Adjusted Operating Expenses are non-GAAP financial measures used by management in evaluating operating performance and in making strategic decisions. Additional information provided regarding the breakdown of Total Adjusted Net Trading Income by category is also a non-GAAP financial measure but is not used by the Company in evaluating operating performance and in making strategic decisions. In addition, these non-GAAP financial measures or similar non-GAAP measures are used by research analysts, investment bankers and lenders to assess our operating performance. Management believes that the presentation of Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS provide useful information to investors regarding our results of operations because they assist both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS provide indicators of general economic performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period. Furthermore, our credit agreement contains tests based on metrics similar to Adjusted EBITDA. Other companies may define Adjusted Net Trading Income, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS differently, and as a result our measures of

Page 6

Exhibit 99.1

Adjusted Net Trading Income, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS may not be directly comparable to those of other companies. Although we use these non-GAAP financial measures as financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business.

Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS should be considered in addition to, and not as a substitute for, Net Income in accordance with U.S. GAAP as a measure of performance. Our presentation of Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Adjusted Net Trading Income, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted EPS and our EBITDA-based measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

•our EBITDA-based measures do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and our EBITDA-based measures do not reflect any cash requirement for such replacements or improvements;

•they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

•they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and

•they do not reflect limitations on our costs related to transferring earnings from our subsidiaries to us.

Because of these limitations, Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS are not intended as alternatives to Net Income as indicators of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. These U.S. GAAP measurements include Net Income, cash flows from operations and cash flow data. See below a reconciliation of each non-GAAP measure to the most directly comparable GAAP measure.

Page 7

Exhibit 99.1

Virtu Financial, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended December 31,				Year Ended December 31,
(in thousands, except share and per share data)	2023		2022		2023		2022

Revenues:
Trading income, net	$	266,580	$	313,280	$	1,301,344	$	1,628,898
Interest and dividends income	154,650		63,685		462,566		159,120
Commissions, net and technology services	114,375		117,864		455,598		529,845
Other, net	372		2,939		73,865		46,949
Total revenues	535,977		497,768		2,293,373		2,364,812

Operating Expenses:
Brokerage, exchange, clearance fees and payments for order flow, net	117,120		142,933		508,358		619,168
Communication and data processing	59,923		55,064		230,760		219,505
Employee compensation and payroll taxes	97,825		85,608		394,039		390,947

Interest and dividends expense	157,571		77,817		500,467		231,060
Operations and administrative	26,768		32,958		98,972		86,069
Depreciation and amortization	16,230		15,907		63,306		66,377
Amortization of purchased intangibles and acquired capitalized software	15,953		16,020		63,960		64,837


Termination of office leases	141		5,237		455		6,982
Debt issue cost related to debt refinancing, prepayment and commitment fees	2,573		1,385		8,317		29,910
Transaction advisory fees and expenses	284		11		314		1,124



Financing interest expense on long-term borrowings	24,795		25,130		99,294		92,035
Total operating expenses	519,183		458,070		1,968,242		1,808,014

Income before income taxes and noncontrolling interest	16,794		39,698		325,131		556,798
Provision for income taxes	10,093		61		61,210		88,466
Net income	$	6,701	$	39,637	$	263,921	$	468,332

Noncontrolling interest	(1,163)		(12,042)		(121,885)		(203,306)

Net income available for common stockholders	$	5,538	$	27,595	$	142,036	$	265,026

Earnings per share:
Basic	$	0.05	$	0.27	$	1.42	$	2.45
Diluted	$	0.05	$	0.27	$	1.42	$	2.44

Weighted average common shares outstanding
Basic	90,217,295		99,537,975		94,076,165		103,997,767
Diluted	90,217,295		99,728,178		94,076,165		104,422,443

Comprehensive income:
Net income	$	6,701	$	39,637	$	263,921	$	468,332
Other comprehensive income
Foreign exchange translation adjustment, net of taxes	4,787		19,251		4,957		(24,254)
Net change in unrealized cash flow hedges gains, net of taxes	(24,381)		(1,801)		(36,993)		90,865
Comprehensive income	$	(12,893)	$	57,087	$	231,885	$	534,943
Less: Comprehensive income attributable to noncontrolling interest	11,151		(19,067)		(104,406)		(228,117)
Comprehensive income available for common stockholders	$	(1,742)	$	38,020	$	127,479	$	306,826

Page 8

Exhibit 99.1

Virtu Financial, Inc. and Subsidiaries

Reconciliation to Non-GAAP Operating Data (Unaudited)

The following tables reconcile Condensed Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and selected Operating Margins.


	Three Months Ended December 31,						Year Ended December 31,
(in thousands, except percentages)	2023			2022			2023			2022

Reconciliation of Trading income, net to Adjusted Net Trading Income
Trading income, net	$	266,580		$	313,280		$	1,301,344		$	1,628,898
Commissions, net and technology services	114,375			117,864			455,598			529,845
Interest and dividends income	154,650			63,685			462,566			159,120
Brokerage, exchange, clearance fees and payments for order flow, net	(117,120)			(142,933)			(508,358)			(619,168)

Interest and dividends expense	(157,571)			(77,817)			(500,467)			(231,060)
Adjusted Net Trading Income	$	260,914		$	274,079		$	1,210,683		$	1,467,635

Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Net income	6,701			39,637			263,921			468,332
Financing interest expense on long-term borrowings	24,795			25,130			99,294			92,035
Debt issue cost related to debt refinancing, prepayment and commitment fees	2,573			1,385			8,317			29,910
Depreciation and amortization	16,230			15,907			63,306			66,377
Amortization of purchased intangibles and acquired capitalized software	15,953			16,020			63,960			64,837
Provision for income taxes	10,093			61			61,210			88,466
EBITDA	$	76,345		$	98,140		$	560,008		$	809,957

Severance	3,537			4,061			8,793			8,070

Transaction advisory fees and expenses	284			11			314			1,124
Termination of office leases	141			5,237			455			6,982



Other	1,860			1,584			(65,536)			(34,229)

Share based compensation	16,825			16,378			63,933			67,219


Adjusted EBITDA	$	98,992		$	125,411		$	567,967		$	859,123

Selected Operating Margins
GAAP Net income Margin (1)	1.3		%	8.0		%	11.5		%	19.8		%
Non-GAAP Net income Margin (2)	2.6		%	14.5		%	21.8		%	31.9		%
EBITDA Margin (3)	29.3		%	35.8		%	46.3		%	55.2		%
Adjusted EBITDA Margin (4)	37.9		%	45.8		%	46.9		%	58.5		%

1 Calculated by dividing Net income by Total revenue.
2 Calculated by dividing Net income by Adjusted Net Trading Income.
3 Calculated by dividing EBITDA by Adjusted Net Trading Income.
4 Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income.

Page 9

Exhibit 99.1

Virtu Financial, Inc. and Subsidiaries

Reconciliation to Non-GAAP Operating Data (Unaudited)

(Continued)

The following tables reconcile Condensed Consolidated Statements of Comprehensive Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS.


	Three Months Ended December 31,				Year Ended December 31,
(in thousands, except share and per share data)	2023		2022		2023		2022

Reconciliation of Net Income to Normalized Adjusted Net Income
Net income	$	6,701	$	39,637	$	263,921	$	468,332
Provision for income taxes	10,093		61		61,210		88,466
Income before income taxes and noncontrolling interest	$	16,794	$	39,698	$	325,131	$	556,798
Amortization of purchased intangibles and acquired capitalized software	15,953		16,020		63,960		64,837
Debt issue cost related to debt refinancing, prepayment and commitment fees	2,573		1,385		8,317		29,910
Severance	3,537		4,061		8,793		8,070

Transaction advisory fees and expenses	284		11		314		1,124
Termination of office leases	141		5,237		455		6,982




Other	1,860		1,584		(65,536)		(34,229)
Share based compensation	16,825		16,378		63,933		67,219


Normalized Adjusted Net Income before income taxes	$	57,967	$	84,374	$	405,367	$	700,711
Normalized provision for income taxes (1)	13,912		20,249		97,286		168,171
Normalized Adjusted Net Income	$	44,055	$	64,125	$	308,081	$	532,540

Weighted Average Adjusted shares outstanding (2)	163,869,845		172,932,785		167,782,513		177,688,188

Normalized Adjusted EPS	$	0.27	$	0.37	$	1.84	$	3.00

(1) Reflects U.S. federal, state, and local income tax rate applicable to corporations of approximately 24% for all periods presented.
(2) Assumes that (1) holders of all vested and unvested non-vesting Virtu Financial Units (together with corresponding shares of the Company's Class C common stock, par value $0.00001 per share (the “Class C Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of Class A Common Stock on a one-for-one basis, (2) holders of all Virtu Financial Units (together with corresponding shares of the Company's Class D common stock, par value $0.00001 per share (the “Class D Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of the Company's Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) on a one-for-one basis, and subsequently exercised their right to convert the shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Amended and Restated 2015 Management Incentive Plan during the three months and full years ended December 31, 2023 and 2022.

Page 10

Exhibit 99.1

Virtu Financial, Inc. and Subsidiaries

Condensed Consolidated Statements of Financial Condition (Unaudited)


(in thousands, except share data)	December 31, 2023		December 31, 2022

Assets
Cash and cash equivalents	$	820,436	$	981,580
Cash and securities segregated under regulations and other	35,024		56,662
Securities borrowed	1,722,440		1,187,674
Securities purchased under agreements to resell	1,512,114		336,999
Receivables from broker-dealers and clearing organizations	737,724		1,115,185
Receivables from customers	106,245		80,830
Trading assets, at fair value	7,358,611		4,630,552
Property, equipment and capitalized software, net	100,365		85,194
Operating lease right-of-use assets	229,499		187,442
Goodwill	1,148,926		1,148,926
Intangibles (net of accumulated amortization)	257,520		321,480
Deferred taxes	133,760		146,801
Other assets	303,720		303,916
Total assets	14,466,384		10,583,241

Liabilities and equity
Liabilities
Short-term borrowings, net	—		3,944
Securities loaned	1,329,446		1,060,432
Securities sold under agreements to repurchase	1,795,994		627,549
Payables to broker-dealers and clearing organizations	1,167,712		273,843
Payables to customers	23,229		46,525
Trading liabilities, at fair value	6,071,352		4,196,974
Tax receivable agreement obligations	216,480		238,758
Accounts payable and accrued expenses and other liabilities	451,293		448,635

Operating lease liabilities	278,317		239,202
Long-term borrowings, net	1,727,205		1,795,952
Total liabilities	13,061,028		8,931,814

Total equity	1,405,356		1,651,427

Total liabilities and equity	$	14,466,384	$	10,583,241

	As of December 31, 2023
Ownership of Virtu Financial LLC Interests:	Interests		%
Virtu Financial, Inc. - Class A Common Stock and Restricted Stock Units	94,033,360		57.8%
Non-controlling Interests (Virtu Financial LLC)	68,699,738		42.2%
Total Virtu Financial LLC Interests	162,733,098		100.0%

Page 11

Exhibit 99.1

About Virtu Financial, Inc.

Virtu is a leading financial services firm that leverages cutting-edge technology to provide execution services and data, analytics and connectivity products to its clients and deliver liquidity to the global markets. Leveraging its global market making expertise and infrastructure, Virtu provides a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology. Virtu’s product offerings allow clients to trade on hundreds of venues across 50+ countries and in multiple asset classes, including global equities, ETFs, foreign exchange, futures, fixed income and myriad other commodities. In addition, Virtu’s integrated, multi-asset analytics platform provides a range of pre and post-trade services, data products and compliance tools that clients rely upon to invest, trade and manage risk across global markets.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements regarding Virtu Financial, Inc.’s (“Virtu’s”, the “Company’s” or “our”) business that are not historical facts are forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, and if the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties, some or all of which are not predictable or within Virtu’s control, that could cause actual performance or results to differ materially from those expressed in the statements. Those risks and uncertainties include, without limitation: risks relating to the COVID-19 pandemic, including the possible effects of the economic conditions worldwide resulting from the COVID-19 pandemic and governmental and other responses thereto; fluctuations in trading volume and volatilities in the markets in which we operate; the ability of our trading counterparties and various clearing houses to perform their obligations to us; the performance and reliability of our customized trading platform; the risk of material trading losses from our market making activities; swings in valuations in securities or other instruments in which we hold positions; increasing competition and consolidation in our industry; the risk that cash flow from our operations and other available sources of liquidity will not be sufficient to fund our various ongoing obligations, including operating expenses, short-term funding requirements, margin requirements, capital expenditures, debt service and dividend payments; regulatory and legal uncertainties and potential changes associated with our industry, particularly in light of increased attention from media, regulators and lawmakers to market structure and related issues including but not limited to the retail trading environment, wholesale market making and off exchange trading more generally and payment for order flow arrangements; potential adverse results from legal or regulatory proceedings; our ability to remain technologically competitive and to ensure that the technology we utilize is not vulnerable to security risks, hacking and cyber-attacks; risks associated with third party software and technology infrastructure. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in forward-looking statements, see Virtu’s Securities and Exchange Commission filings, including but not limited to Virtu’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.

CONTACT

Investor & Media Relations

Andrew Smith

investor_relations@virtu.com

media@virtu.com

Page 12

Cover	Nov. 02, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 25, 2024
Entity Registrant Name	VIRTU FINANCIAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37352
Entity Tax Identification Number	32-0420206
Entity Address, Address Line One	1633 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	418-0100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Class A common stock, par value $0.00001 per share
Trading Symbol	VIRT
Security Exchange Name	NASDAQ
Entity Central Index Key	0001592386
Amendment Flag	false