HARTFORD, Conn., May 1, 2020 /PRNewswire/ -- Virtus Investment Partners, Inc. (NASDAQ: VRTS) today reported financial results for the three months ended March 31, 2020.

 

Financial Highlights (Unaudited)

(in millions, except per share data or as noted)



Three Months Ended




Three
Months
Ended




3/31/2020


3/31/2019


Change


12/31/2019


Change











U.S. GAAP Financial Measures










Revenues

$

144.6


$

130.7


11%


$

146.1


(1%)

Operating expenses

$

120.0


$

109.7


9%


$

108.3


11%

Operating income (loss)

$

24.6


$

21.0


17%


$

37.8


(35%)

Operating margin

17.0%


16.1%




25.9%



Net income (loss) attributable to common stockholders

$

(4.3)


$

19.7


N/M


$

20.8


N/M

Earnings (loss) per share - diluted

$

(0.58)


$

2.61


N/M


$

2.83


N/M

Weighted average shares outstanding - diluted

7.422


8.322


(11%)


8.084


(8%)











Non-GAAP Financial Measures (1)










Revenues, as adjusted

$

127.1


$

112.6


13%


$

128.4


(1%)

Operating expenses, as adjusted

$

87.1


$

79.1


10%


$

78.3


11%

Operating income (loss), as adjusted

$

40.1


$

33.5


20%


$

50.1


(20%)

Operating margin, as adjusted

31.5%


29.8%




39.0%



Net income (loss) attributable to common stockholders, as adjusted

$

26.5


$

22.7


16%


$

34.9


(24%)

Earnings (loss) per share - diluted, as adjusted

$

3.32


$

2.73


22%


$

4.32


(23%)

Weighted average shares outstanding - diluted, as adjusted


7.975



8.322


(4%)



8.084


(1%)

 

(1) See the information beginning on page 11 for reconciliations to the most directly comparable U.S. GAAP measures and other important disclosures

N/M - Not Meaningful

 

Earnings Summary

The company presents U.S. GAAP and non-GAAP earnings information in this release. Management believes that the non-GAAP financial measures presented reflect the company's operating results from providing investment management and related services to individuals and institutions and uses these measures to evaluate financial performance. Non-GAAP financial measures have material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures. Reconciliations of the non-GAAP financial measures to the most comparable U.S. GAAP measures can be found beginning on page 11 of this earnings release.

 

Assets Under Management and Asset Flows

(in billions)



Three Months Ended




Three
Months
Ended




3/31/2020


3/31/2019


Change


12/31/2019


Change

Ending long-term assets under management (1)

$

89.5


$

99.9


(10%)


$

107.7


(17%)

Ending total assets under management

$

90.7


$

101.7


(11%)


$

108.9


(17%)

Average long-term assets under management (1)

$

104.7


$

94.7


11%


$

103.9


1%

Average total assets under management

$

105.9


$

96.4


10%


$

105.1


1%

Total sales

$

7.0


$

5.5


28%


$

4.8


47%

Net flows

$

(1.3)


$

(0.1)


N/M


$

0.3


N/M

 

(1) Excludes assets under management in liquidity strategies, including in certain open-end mutual funds and institutional accounts

N/M - Not Meaningful

 

Long-term assets under management decreased 17% to $89.5 billion at March 31, 2020 from $107.7 billion at December 31, 2019 primarily due to $16.6 billion of market depreciation. Total assets under management at March 31, 2020 were $90.7 billion, including $1.2 billion of assets in liquidity strategies.

Total sales of $7.0 billion increased 47% from the fourth quarter as a result of higher sales of open-end funds, institutional, retail separate accounts, and structured products. Open-end fund sales increased 65% sequentially to $3.9 billion with strong increases in sales of both equity and fixed income funds. Institutional sales increased 21% sequentially to $1.5 billion as a result of flows into existing mandates as well as new mandates at multiple affiliates. Retail separate account sales of $1.1 billion were up 5% sequentially due to growth in the intermediary-sold channel. Structured product sales were $0.5 billion and included a $0.4 billion collateralized loan obligation (CLO) offering that closed during the quarter.

Net flows in the first quarter of ($1.3) billion, compared with positive net flows of $0.3 billion in the prior quarter, were due to elevated redemptions related to the challenged market environment in March. Net outflows were primarily related to open-end fund redemptions, but also included net outflows in institutional and exchange traded funds, partially offset by positive net flows in retail separate accounts and structured products. Open-end fund net outflows totaled $1.6 billion, $1.4 billion of which were in fixed income, primarily in more credit-sensitive strategies. Institutional net outflows of $0.3 billion compared with positive net flows of $0.1 billion in the prior quarter. Positive net flows of $0.3 billion in retail separate accounts included contributions from both the intermediary sold and private client channels. Structured product positive net flows were primarily due to the CLO offering during the quarter.

GAAP Results

Operating income decreased 35% sequentially to $24.6 million from $37.8 million in the prior quarter, primarily reflecting $7.7 million of seasonal employment expenses and $6.7 million in operating expenses of consolidated products largely consisting of launch costs for the new CLO.

Net loss attributable to common stockholders of ($0.58) per diluted common share included ($2.10) of realized and unrealized losses on investments, ($1.00) of CLO launch expenses, ($0.86) of fair value adjustments on affiliate non-controlling interests, and a $0.07 gain on extinguishment of debt. Fourth quarter net income per diluted share of $2.83 included ($0.71) of fair value adjustments on affiliate non-controlling interests and ($0.31) of net realized and unrealized losses on investments.

The effective tax rate of 91% during the first quarter compared with 28% in the prior quarter, reflecting an increase in the valuation allowance related to marketable securities, for which there is no tax benefit.

Non-GAAP Results

Revenues, as adjusted, of $127.1 million decreased 1% from the prior quarter primarily as a result of lower performance-related fees, partially offset by an increase in average long-term assets. Performance-related fees of $0.6 million declined from $1.1 million in the prior quarter. Employment expenses, as adjusted, increased 14% to $66.9 million largely due to $7.7 million of seasonally higher expenses, primarily payroll taxes and benefits related to the timing of annual incentive payments. Other operating expenses, as adjusted, of $18.9 million compared with $18.2 million in the prior quarter.

Operating income, as adjusted, and the related margin decreased to $40.1 million and 32%, respectively, from $50.1 million and 39%, respectively, in the prior quarter primarily as a result of the seasonally higher employment expenses.

Interest and dividends earned on cash and investments were $3.4 million, a decrease from $4.1 million in the fourth quarter, primarily due to lower dividend income.

Net income attributable to common stockholders, as adjusted, which is net of noncontrolling interests, was   $3.32 per diluted common share, a decrease of $1.00, or 23%, from $4.32 in the prior quarter. The decrease primarily reflected lower operating income, as adjusted.

The effective tax rate, as adjusted, was 29%, an increase from 27% in the prior quarter.

 

Select Balance Sheet Items (Unaudited)

(in millions)



As of




As of




3/31/2020


3/31/2019


Change


12/31/2019


Change

Cash and cash equivalents

$

158.5


$

142.3


11%


$

221.8


(29%)

Gross debt (1)

$

258.2


$

328.2


(21%)


$

285.7


(10%)

Redeemable noncontrolling interests (2)

$

62.2


$

54.4


14%


$

58.4


6%

Total equity attributable to stockholders

$

656.2


$

633.5


4%


$

675.7


(3%)











Working capital (3)

$

155.4


$

137.9


13%


$

160.1


(3%)

Net debt (cash) (4)

$

99.8


$

185.8


(46%)


$

63.9


56%

 

(1) Excludes deferred financing costs of $6.7 million, $10.5 million, and $7.9 million as of March 31, 2020, March 31, 2019, and December 31, 2019, respectively

(2) Excludes redeemable noncontrolling interests of consolidated investment products of $24.9 million, $4.6 million, and $5.4 million as of March 31, 2020, March 31, 2019, and December 31, 2019, respectively

(3) Defined as cash and cash equivalents plus accounts receivable, net, less accrued compensation and benefits, accounts payable and accrued liabilities, dividends payable and required principal payments due over the next 12 months, including scheduled amortization and an estimate of the excess cash flow payment; the actual excess cash flow payment will be measured based on fiscal year 2020 financial results and the net leverage ratio as of December 31, 2020

(4) Defined as gross debt less cash and cash equivalents

 

Working capital at March 31, 2020 of $155.4 million decreased 3% from December 31, 2019, reflecting repayments of principal on debt and return of capital to shareholders, partially offset by net cash generated from the business.

During the first quarter, the company repurchased 110,956 shares, or 1.6% of beginning-of-quarter outstanding common shares, for $10.0 million. In addition, the company net settled 41,426 shares for $3.5 million to satisfy employee tax obligations on restricted stock units.

The company reduced gross debt by $27.5 million, or 10%, to $258.2 million, including the retirement of $10.0 million of principal at a discount. The net leverage ratio, which is defined as net debt to EBITDA (in accordance with the company's credit agreement), was 0.5x at March 31, 2020, up from 0.3x at December 31, 2019 and down from 0.9x at March 31, 2019.

Conference Call

Management will host an investor conference call on Friday, May 1, 2020, at 10 a.m. Eastern to discuss these financial results and related matters. The webcast of the call can be accessed in the Investor Relations section of www.virtus.com, or by telephone at 877-930-7765 for callers in the U.S. and Canada or 253-336-7413 for international callers (Conference ID: 1645768). The presentation that will be reviewed as part of the conference call will be available prior to the call in the Investor Relations section of www.virtus.com. A replay of the call will be available through May 8, 2020 by telephone at 855-859-2056 (U.S. and Canada) or 404-537-3406 (international) (Conference ID: 1645768).

About Virtus Investment Partners

Virtus Investment Partners (NASDAQ: VRTS) is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. The company provides investment management products and services through its affiliated managers and select subadvisers, each with a distinct investment style, autonomous investment process, and individual brand. Virtus Investment Partners offers access to a variety of investment styles across multiple disciplines to meet a wide array of investor needs. Its affiliates include Ceredex Value Advisors, Duff & Phelps Investment Management, Kayne Anderson Rudnick Investment Management, Newfleet Asset Management, Rampart Investment Management, Seix Investment Advisors, Silvant Capital Management, Sustainable Growth Advisers, and Virtus ETF Advisers. Additional information is available at virtus.com.

 

U.S. GAAP Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)



Three Months Ended




Three Months Ended




3/31/2020


3/31/2019


Change


12/31/2019


Change

Revenues










Investment management fees

$

120,288


$

105,918



14%


$

120,945


(1%)

Distribution and service fees

9,460


10,063



(6%)


9,776


(3%)

Administration and shareholder service fees

14,653


14,413



2%


15,137


(3%)

Other income and fees

165


324



(49%)


226


(27%)

     Total revenues

144,566


130,718



11%


146,084


(1%)

Operating Expenses










Employment expenses

66,130


60,851



9%


60,265


10%

Distribution and other asset-based expenses

19,409


19,764



(2%)


20,086


(3%)

Other operating expenses

18,885


18,723



1%


18,238


4%

Operating expenses of consolidated investment products

6,749


451



N/M


620


N/M

Restructuring and severance


1,176



—%


283


—%

Depreciation expense

1,258


1,213



4%


1,263


—%

Amortization expense

7,533


7,541



—%


7,533


—%

     Total operating expenses

119,964


109,719



9%


108,288


11%

Operating Income (Loss)

24,602


20,999



17%


37,796


(35%)

Other Income (Expense)










Realized and unrealized gain (loss) on investments, net

(7,544)


3,433



N/M


1,570


N/M

Realized and unrealized gain (loss) of consolidated investment products, net

(8,669)


(1,921)



351%


(3,657)


137%

Other income (expense), net

612


450



36%


519


18%

     Total other income (expense), net

(15,601)


1,962



N/M


(1,568)


N/M

Interest Income (Expense)










Interest expense

(3,199)


(5,165)



(38%)


(4,268)


(25%)

Interest and dividend income

752


1,190



(37%)


827


(9%)

Interest and dividend income of investments of consolidated investment products

29,229


27,402



7%


28,296


3%

Interest expense of consolidated investment products

(24,486)


(19,701)



24%


(19,975)


23%

     Total interest income (expense), net

2,296


3,726



(38%)


4,880


(53%)

Income (Loss) Before Income Taxes

11,297


26,687



(58%)


41,108


(73%)

Income tax expense (benefit)

10,291


4,219



144%


11,326


(9%)

Net Income (Loss)

1,006


22,468



(96%)


29,782


(97%)

Noncontrolling interests

(5,291)


(722)



N/M


(6,890)


(23%)

Net Income (Loss) Attributable to Stockholders

(4,285)


21,746



N/M


22,892


N/M

Preferred stockholder dividends


(2,084)



—%


(2,084)


—%

Net Income (Loss) Attributable to Common Stockholders

$

(4,285)


$

19,662



N/M


$

20,808


N/M

Earnings (Loss) Per Share - Basic

$

(0.58)


$

2.80



N/M


$

3.02


N/M

Earnings (Loss) Per Share - Diluted

$

(0.58)


$

2.61



N/M


$

2.83


N/M

Cash Dividends Declared Per Preferred Share

$


$

1.81



—%


$

1.81


—%

Cash Dividends Declared Per Common Share

$

0.67


$

0.55



22%


$

0.67


—%

Weighted Average Shares Outstanding - Basic


7,422


7,015



6%


6,881


8%

Weighted Average Shares Outstanding - Diluted


7,422


8,322



(11%)


8,084


(8%)


N/M - Not Meaningful

 

 

Assets Under Management - Product and Asset Class

(in millions)



Three Months Ended


3/31/2019


06/30/2019


9/30/2019


12/31/2019


3/31/2020

By product (period end):










Open-End Funds (1)

$

40,633



$

41,223



$

41,190



$

42,870



$

33,498


Closed-End Funds

6,553



6,653



6,816



6,748



5,343


Exchange Traded Funds

1,102



1,078



1,054



1,156



480


Retail Separate Accounts

17,123



18,260



18,863



20,414



17,660


Institutional Accounts

30,514



32,056



30,951



32,635



28,210


Structured Products

3,998



3,984



3,972



3,903



4,343


Total Long-Term

$

99,923



$

103,254



$

102,846



$

107,726



$

89,534


Liquidity (2)

1,789



1,752



1,221



1,178



1,160


Total

$

101,712



$

105,006



$

104,067



$

108,904



$

90,694












By product (average) (3)










Open-End Funds (1)

$

39,532



$

40,961



$

41,457



$

41,718



$

41,060


Closed-End Funds

6,258



6,551



6,649



6,639



6,524


Exchange Traded Funds

871



1,082



1,048



1,049



962


Retail Separate Accounts

14,998



17,123



18,260



18,863



20,414


Institutional Accounts

29,354



30,771



31,462



31,748



31,534


Structured Products

3,669



3,968



3,957



3,903



4,191


Total Long-Term

$

94,682



$

100,456



$

102,833



$

103,920



$

104,685


Liquidity (2)

1,725



1,769



1,710



1,195



1,219


Total

$

96,407



$

102,225



$

104,543



$

105,115



$

105,904












By asset class (period end):










Equity

$

61,781



$

64,888



$

65,544



$

70,720



$

57,180


Fixed Income

33,674



32,983



31,704



31,186



28,231


Alternatives (4)

4,468



5,383



5,598



5,820



4,123


Total Long-Term

$

99,923



$

103,254



$

102,846



$

107,726



$

89,534


Liquidity (2)

1,789



1,752



1,221



1,178



1,160


Total

$

101,712



$

105,006



$

104,067



$

108,904



$

90,694


 

 

Assets Under Management - Average Management Fees Earned (5)

(in basis points)



Three Months Ended


3/31/2019


6/30/2019


9/30/2019


12/31/2019


3/31/2020

All Products










Open-End Funds (1)

54.6



55.7



56.6



57.4



57.8


Closed-End Funds

64.9



65.0



64.7



64.0



62.8


Exchange Traded Funds

16.7



23.4



25.3



22.0



21.3


Retail Separate Accounts

48.7



48.4



48.0



46.8



50.7


Institutional Accounts (6)

30.6



30.8



31.8



31.8



29.2


Structured Products (6)

37.1



35.3



37.3



37.9



33.9


All Long-Term Products (6)

45.9



46.3



46.9



47.0



46.8


Liquidity (2)

9.9



10.6



10.7



8.9



9.8


All Products

45.3



45.7



46.3



46.5



46.4


 

(1) Represents assets under management of U.S. retail funds, offshore funds and variable insurance funds

(2) Represents assets under management in liquidity strategies, including in certain open-end funds and institutional accounts

(3) Averages are calculated as follows:

- Funds - average daily or weekly balances

- Retail Separate Accounts - prior-quarter ending balance

- Institutional Accounts and Structured Products - average of month-end balances in quarter

(4) Consists of real estate securities, mid-stream energy securities and master limited partnerships, options strategies, and other.

(5) Represents investment management fees divided by average assets.  Investment management fees exclude the impact of consolidated investment products

(6) Includes performance-related fees, in basis points, earned during the three months ended as follows:

 


3/31/2019


6/30/2019


9/30/2019


12/31/2019


3/31/2020

Institutional Accounts

0.5



0.2



1.5



1.2



0.8


Structured Products







1.5




All Long-Term Products

0.2



0.1



0.5



0.4



0.2


 

 

Assets Under Management - Asset Flows by Product

(in millions)



Three Months Ended


3/31/2019


6/30/2019


9/30/2019


12/31/2019


3/31/2020

Open-End Funds (1)










Beginning balance

$

37,710



$

40,633



$

41,223



$

41,190



$

42,870


Inflows

3,000



2,510



2,982



2,343



3,874


Outflows

(3,867)



(3,214)



(3,164)



(2,784)



(5,471)


Net flows

(867)



(704)



(182)



(441)



(1,597)


Market performance

3,839



1,465



(69)



2,301



(7,730)


Other (2)

(49)



(171)



218



(180)



(45)


Ending balance

$

40,633



$

41,223



$

41,190



$

42,870



$

33,498












Closed-End Funds










Beginning balance

$

5,956



$

6,553



$

6,653



$

6,816



$

6,748


Inflows

11



9



14



10



5


Outflows










Net flows

11



9



14



10



5


Market performance

662



182



246



26



(1,185)


Other (2)

(76)



(91)



(97)



(104)



(225)


Ending balance

$

6,553



$

6,653



$

6,816



$

6,748



$

5,343












Exchange Traded Funds










Beginning balance

$

668



$

1,102



$

1,078



$

1,054



$

1,156


Inflows

394



132



94



164



86


Outflows

(46)



(117)



(54)



(62)



(233)


Net flows

348



15



40



102



(147)


Market performance

108



(5)



(36)



23



(505)


Other (2)

(22)



(34)



(28)



(23)



(24)


Ending balance

$

1,102



$

1,078



$

1,054



$

1,156



$

480












Retail Separate Accounts










Beginning balance

$

14,998



$

17,123



$

18,260



$

18,863



$

20,414


Inflows

753



731



819



1,012



1,061


Outflows

(472)



(447)



(435)



(436)



(775)


Net flows

281



284



384



576



286


Market performance

1,895



877



297



976



(3,040)


Other (2)

(51)



(24)



(78)



(1)




Ending balance

$

17,123



$

18,260



$

18,863



$

20,414



$

17,660


 

 

Assets Under Management - Asset Flows by Product (continued)

(in millions)



Three Months Ended


3/31/2019


6/30/2019


9/30/2019


12/31/2019


3/31/2020

Institutional Accounts










Beginning balance

$

27,445



$

30,514



$

32,056



$

30,951



$

32,635


Inflows

954



1,737



851



1,235



1,499


Outflows

(1,154)



(1,259)



(2,216)



(1,091)



(1,777)


Net flows

(200)



478



(1,365)



144



(278)


Market performance

3,156



1,141



527



1,553



(4,150)


Other (2)

113



(77)



(267)



(13)



3


Ending balance

$

30,514



$

32,056



$

30,951



$

32,635



$

28,210












Structured Products










Beginning balance

$

3,640



$

3,998



$

3,984



$

3,972



$

3,903


Inflows

389









491


Outflows

(16)



(21)



(16)



(45)



(42)


Net flows

373



(21)



(16)



(45)



449


Market performance

27



56



54



36



39


Other (2)

(42)



(49)



(50)



(60)



(48)


Ending balance

$

3,998



$

3,984



$

3,972



$

3,903



$

4,343












Total Long-Term










Beginning balance

$

90,417



$

99,923



$

103,254



$

102,846



$

107,726


Inflows

5,501



5,119



4,760



4,764



7,016


Outflows

(5,555)



(5,058)



(5,885)



(4,418)



(8,298)


Net flows

(54)



61



(1,125)



346



(1,282)


Market performance

9,687



3,716



1,019



4,915



(16,571)


Other (2)

(127)



(446)



(302)



(381)



(339)


Ending balance

$

99,923



$

103,254



$

102,846



$

107,726



$

89,534












Liquidity (3)










Beginning balance

$

1,613



$

1,789



$

1,752



$

1,221



$

1,178


Other (2)

176



(37)



(531)



(43)



(18)


Ending balance

$

1,789



$

1,752



$

1,221



$

1,178



$

1,160












Total










Beginning balance

$

92,030



$

101,712



$

105,006



$

104,067



$

108,904


Inflows

5,501



5,119



4,760



4,764



7,016


Outflows

(5,555)



(5,058)



(5,885)



(4,418)



(8,298)


Net flows

(54)



61



(1,125)



346



(1,282)


Market performance

9,687



3,716



1,019



4,915



(16,571)


Other (2)

49



(483)



(833)



(424)



(357)


Ending balance

$

101,712



$

105,006



$

104,067



$

108,904



$

90,694


 

(1) Represents assets under management of U.S. retail funds, offshore funds and variable insurance funds

(2) Represents open-end and closed-end fund distributions net of reinvestments, the net change in assets from liquidity strategies, and the effect on net flows from non-sales related activities such as asset acquisitions/(dispositions), seed capital investments/(withdrawals), structured products reset transactions, and the use of leverage

(3) Represents assets under management in liquidity strategies, including in certain open-end funds and institutional accounts

 

 

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

The following are reconciliations and related notes of the most comparable U.S. GAAP measure to each non-GAAP measure.

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

 

Reconciliation of Total Revenues, GAAP to Total Revenues, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Total revenues, GAAP

$

144,566



$

130,718



$

146,084


Consolidated investment products revenues (1)

1,952



1,684



2,377


Investment management fees (2)

(9,947)



(9,698)



(10,304)


Distribution and service fees (2)

(9,462)



(10,066)



(9,782)


Total revenues, as adjusted

$

127,109



$

112,638



$

128,375


 

Reconciliation of Total Operating Expenses, GAAP to Operating Expenses, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Total operating expenses, GAAP

$

119,964



$

109,719



$

108,288


Consolidated investment products expenses (1)

(6,749)



(451)



(620)


Distribution and other asset-based expenses (3)

(19,409)



(19,764)



(20,086)


Amortization of intangible assets (4)

(7,533)



(7,541)



(7,533)


Restructuring and severance (5)



(1,176)



(283)


Acquisition and integration expenses (6)

781



(1,480)



(1,193)


Other (7)



(180)



(308)


Total operating expenses, as adjusted

$

87,054



$

79,127



$

78,265


 

Reconciliation of Operating Income (Loss), GAAP to Operating Income (Loss), as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Operating income (loss), GAAP

$

24,602



$

20,999



$

37,796


Consolidated investment products (earnings) losses (1)

8,701



2,135



2,997


Amortization of intangible assets (4)

7,533



7,541



7,533


Restructuring and severance (5)



1,176



283


Acquisition and integration expenses (6)

(781)



1,480



1,193


Other (7)



180



308


Operating income (loss), as adjusted

$

40,055



$

33,511



$

50,110








Operating margin, GAAP

17.0%



16.1%



25.9%


Operating margin, as adjusted

31.5%



29.8%



39.0%


 

Reconciliation of Net Income (Loss) Attributable to Common Stockholders, GAAP to Net Income (Loss) Attributable to Common Stockholders, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Net income (loss) attributable to common stockholders, GAAP

$

(4,285)



$

19,662



$

20,808


Amortization of intangible assets, net of tax (4)

4,601



4,739



4,737


Restructuring and severance, net of tax (5)



857



206


Acquisition and integration expenses, net of tax (6)

(554)



1,078



868


Other, net of tax (7)

7,218



958



8,193


Seed capital and CLO investments (gains) losses, net of tax (8)

19,484



(4,564)



93


Net income (loss) attributable to common stockholders, as adjusted

$

26,464



$

22,730



$

34,905








Weighted average shares outstanding - diluted

7,422



8,322



8,084


Dilutive impact of restricted stock units and stock options

232






Preferred stockA

321






Weighted average shares outstanding - diluted, as adjusted

7,975



8,322



8,084








Earnings (loss) per share - diluted, GAAP

$

(0.58)



$

2.61



$

2.83


Earnings (loss) per share - diluted, as adjusted

$

3.32



$

2.73



$

4.32


 

A For the period ending March 31, 2020, assumes conversion of preferred shares to common shares at the actual mandatory conversion rate of 0.7938 for the portion of the period prior to the conversion, which occurred on February 1, 2020

 

Reconciliation of Income (Loss) Before Taxes, GAAP to Income (Loss) Before Taxes, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Income (loss) before taxes, GAAP

$

11,297



$

26,687



$

41,108


Consolidated investment products (earnings) losses (1)

1,732



114



(304)


Amortization of intangible assets (4)

7,533



7,541



7,533


Restructuring and severance (5)



1,176



283


Acquisition and integration expenses (6)

(781)



1,480



1,193


Other (7)

(704)



180



308


Seed capital and CLO investments (gains) losses (8)

20,185



(3,795)



311


Income (loss) before taxes, as adjusted

$

39,262



$

33,383



$

50,432


 

Reconciliation of Income Tax Expense (Benefit), GAAP to Income Tax Expense (Benefit), as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Income tax expense (benefit), GAAP

$

10,291



$

4,219



$

11,326


Tax impact of:






  Amortization of intangible assets (4)

2,189



2,047



2,054


  Restructuring and severance (5)



319



77


  Acquisition and integration expenses (6)

(227)



402



325


  Other (7)

(1,547)



1,306



(247)


  Seed capital and CLO investments (gains) losses (8)

701



769



218


Income tax expense (benefit), as adjusted

$

11,407



$

9,062



$

13,753








Effective tax rate, GAAPA

91.1%



15.8%



27.6%


Effective tax rate, as adjustedB

29.1%



27.1%



27.3%


 

A Reflects income tax expense (benefit), GAAP, divided by income (loss) before taxes, GAAP

B Reflects income tax expense (benefit), as adjusted, divided by income (loss) before taxes, as adjusted

 

Reconciliation of Administration and Shareholder Service Fees, GAAP to Administration and Shareholder Service Fees, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Administration and shareholder service fees, GAAP

$

14,653



$

14,413



$

15,137


Consolidated investment products fees (1)

39



27



52


Administration and shareholder service fees, as adjusted

$

14,692



$

14,440



$

15,189


 

Reconciliation of Employment Expenses, GAAP to Employment Expenses, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Employment expenses, GAAP

$

66,130



$

60,851



$

60,265


Acquisition and integration expenses (6)

781



(1,433)



(1,193)


Other (7)





(308)


Employment expenses, as adjusted

$

66,911



$

59,418



$

58,764


 

Reconciliation of Other Operating Expenses, GAAP to Other Operating Expenses, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Other operating expenses, GAAP

$

18,885



$

18,723



$

18,238


Acquisition and integration expenses (6)



(47)




Other (7)



(180)




Other operating expenses, as adjusted

$

18,885



$

18,496



$

18,238


 

Reconciliation of Total Other Income (Expense), Net, GAAP to Total Other Income (Expense), Net, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Total other income (expense), net GAAP

$

(15,601)



$

1,962



$

(1,568)


Consolidated investment products (1)

(4,855)



2,642



1,747


Seed capital and CLO investments (gains) losses (8)

20,185



(3,795)



311


Total other income (expense), net as adjusted

$

(271)



$

809



$

490


 

Reconciliation of Interest and Dividend Income, GAAP to Interest and Dividend Income, as Adjusted:



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Interest and dividend income, GAAP

$

752



$

1,190



$

827


Consolidated investment products (1)

2,629



3,038



3,273


Interest and dividend income, as adjusted

$

3,381



$

4,228



$

4,100


 

Reconciliation of Total Noncontrolling Interests, GAAP to Total Noncontrolling Interests, as Adjusted 



Three Months Ended


3/31/2020


3/31/2019


12/31/2019

Total noncontrolling interests, GAAP

$

(5,291)



$

(722)



$

(6,890)


Consolidated investment products (1)

(1,732)



(114)



304


Amortization of intangible assets (4)

(743)



(755)



(742)


Other (7)

6,375





5,554


Total noncontrolling interests, as adjusted

$

(1,391)



$

(1,591)



$

(1,774)


 

Notes to Reconciliations:

Reclassifications:

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

Other adjustments:

Revenue Related

2. Investment management / Distribution and service fees - Each of these revenue line items is reduced to exclude fees passed through to third-party client intermediaries who own the retail client relationship and are responsible for distributing the product and servicing the client. The amount of fees fluctuates each period, based on a predetermined percentage of the value of assets under management, and varies based on the type of investment product. The specific adjustments are as follows:

Investment management fees - Based on specific agreements, the portion of investment management fees passed-through to third-party intermediaries for services to investors in sponsored investment products.

Distribution and service fees - Based on distinct arrangements, fees collected by the company then passed-through to third-party client intermediaries for services to investors in sponsored investment products. The adjustment represents all of the company's distribution and service fees that are recorded as a separate line item on the condensed consolidated statements of operations.

Management believes that making these adjustments aids in comparing the company's operating results with other asset management firms that do not utilize third-party client intermediaries.

Expense Related

3.  Distribution and other asset-based expenses - Primarily payments to third-party client intermediaries for providing services to investors in sponsored investment products. Management believes that making this adjustment aids in comparing the company's operating results with other asset management firms that do not utilize third-party client intermediaries.

4.   Amortization of intangible assets - Non-cash amortization expense or impairment expense, if any, attributable to acquisition-related intangible assets, including any portion that is allocated to noncontrolling interests. Management believes that making this adjustment aids in comparing the company's operating results with other asset management firms that have not engaged in acquisitions.

5.  Restructuring and severance - Certain expenses associated with restructuring the business, including lease abandonment-related expenses and severance costs associated with staff reductions, that are not reflective of the ongoing earnings generation of the business. Management believes that making this adjustment aids in comparing the company's operating results with prior periods.

6.   Acquisition and integration expenses - Expenses that are directly related to acquisition and integration activities. Acquisition expenses include transaction closing costs, certain professional fees, and financing fees. Integration expenses include costs incurred that are directly attributable to combining businesses, including compensation, restructuring and severance charges, professional fees, consulting fees, and other expenses. Management believes that making these adjustments aids in comparing the company's operating results with other asset management firms that have not engaged in acquisitions.

Components of Acquisition and Integration Expenses for the respective periods are shown below:


Three Months Ended

Acquisition and Integration Expenses

3/31/2020


3/31/2019


12/31/2019

Employment expenses

(781)



$

1,433



$

1,193


Other operating expenses



47




Total Acquisition and Integration Expenses

$

(781)



$

1,480



$

1,193


 

7.   Other - Certain expenses that are not reflective of the ongoing earnings generation of the business. Employment expenses and noncontrolling interests are adjusted for fair value measurements of affiliate minority interests. Interest expense is adjusted to remove gains on early extinguishment of debt. Income tax expense (benefit) items are adjusted for uncertain tax positions, changes in tax law, valuation allowances, and other unusual or infrequent items not related to current operating results to reflect a normalized effective rate. Preferred dividends are adjusted as preferred shares were mandatorily converted into common shares on February 1, 2020 and the non-GAAP weighted average shares are adjusted to reflect the conversion. Management believes that making these adjustments aids in comparing the company's operating results with prior periods.

Components of Other for the respective periods are shown below:


Three Months Ended

Other

3/31/2020


3/31/2019


12/31/2019

Occupancy related expenses

$



$

180



$


Tax impact of occupancy related expenses



(49)




Employment expense fair value adjustments





308


Tax impact of employment expense fair value adjustments





(84)


Gain on extinguishment of debt

(704)






  Tax impact of gain on extinguishment of debt

205






Other discrete tax adjustments

1,342



(1,257)



331


Affiliate minority interest fair value adjustments

6,375





5,554


Preferred stockholder dividends



2,084



2,084


Total Other

$

7,218



$

958



$

8,193


 

Seed Capital and CLO Related

8.  Seed capital and CLO investments (gains) losses - Gains and losses (realized and unrealized) of seed capital and CLO investments. Gains and losses (realized and unrealized) generated by investments in seed capital and CLO investments can vary significantly from period to period and do not reflect the company's operating results from providing investment management and related services. Management believes that making this adjustment aids in comparing the company's operating results with prior periods and with other asset management firms that do not have meaningful seed capital and CLO investments.

Definitions:

Revenues, as adjusted, comprise the fee revenues paid by clients for investment management and related services. Revenues, as adjusted, for purposes of calculating net income attributable to common stockholders, as adjusted, differ from U.S. GAAP, namely in excluding the impact of operating activities of consolidated investment products and reduced to exclude fees passed-through to third-party client intermediaries who own the retail client relationship and are responsible for distributing the product and servicing the client.

Operating expenses, as adjusted, is calculated to reflect expenses from ongoing continuing operations. Operating expenses, as adjusted, for purposes of calculating net income attributable to common stockholders, as adjusted, differ from U.S. GAAP expenses in that they exclude amortization or impairment, if any, of intangible assets, restructuring and severance, the effect of consolidated investment products, acquisition and integration-related expenses and certain other expenses that do not reflect the ongoing earnings generation of the business.

Operating margin, as adjusted, is a metric used to evaluate efficiency represented by operating income, as adjusted, divided by revenues, as adjusted.

Earnings (loss) per share, as adjusted, represent net income (loss) attributable to common stockholders, as adjusted, divided by weighted average shares outstanding, as adjusted, on either a basic or diluted basis.

Forward-Looking Information

This press release contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by such forward-looking terminology as "expect," "estimate," "intent," "plan," "intend," "believe," "anticipate," "may," "will," "should," "could," "continue," "project," "opportunity," "predict," "would," "potential," "future," "forecast," "guarantee," "assume," "likely," "target" or similar statements or variations of such terms.

Our forward-looking statements are based on a series of expectations, assumptions and projections about the company and the markets in which we operate, are not guarantees of future results or performance, and involve substantial risks and uncertainty including assumptions and projections concerning our assets under management, net asset inflows and outflows, operating cash flows, business plans and ability to borrow, for all future periods. All forward-looking statements are as of the date of this release only. The company can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially.

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report on Form 10-K, as well as the following risks and uncertainties resulting from: (i) the on-going effects of the COVID-19 pandemic and associated global economic disruption (ii) general domestic and global economic, political and pandemic conditions; (iii) any reduction in our assets under management; (iv) withdrawal, renegotiation or termination of investment advisory agreements; (v) damage to our reputation; (vi) failure to comply with investment guidelines or other contractual requirements; (vii) inability to satisfy financial covenants and payments related to our indebtedness; (viii) inability to attract and retain key personnel; (ix) challenges from the competition we face in our business; (x) adverse regulatory and legal developments; (xi) unfavorable changes in tax laws or limitations; (xii) adverse developments related to unaffiliated subadvisers; (xiii) negative implications of changes in key distribution relationships; (xiv) interruptions in or failure to provide critical technological service by us or third parties; (xv) volatility associated with our common stock; (xvi) adverse civil litigation and government investigations or proceedings; (xvii) risk of loss on our investments; (xviii) inability to make quarterly common stock dividends; (xix) lack of sufficient capital on satisfactory terms; (xx) losses or costs not covered by insurance; (xxi) impairment of goodwill or intangible assets; (xxii) inability to achieve expected acquisition-related benefits; 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 2019 Annual Report on Form 10-K 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.

The company does not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this release, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If there are any future public statements or disclosures by us that modify or affect any of the forward-looking statements contained in or accompanying this release, such statements or disclosures will be deemed to modify or supersede such statements in this release.

 

Virtus Investment Partners, Inc. (PRNewsFoto/Virtus Investment Partners, Inc.) (PRNewsfoto/Virtus Investment Partners)

 

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