UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-10994

VIRTUS INVESTMENT PARTNERS, INC.

(Exact name of registrant as specified in its charter)



Delaware						26-3962811
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

One Financial Plaza, Hartford, CT 06103

(Address of principal executive offices, including Zip Code)

(800) 248-7971

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

VRTS

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock was ~~7,587,757~~7,473,139 as of ~~October~~April 22, ~~2021.~~2022.

Table of Contents

VIRTUS INVESTMENT PARTNERS, INC.

INDEX


		Page
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements ~~(Unaudited)~~
	Condensed Consolidated Balance Sheets (Unaudited) as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	1
	Condensed Consolidated Statements of Operations (Unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3229
Item 4.	Controls and Procedures	3229

Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	3329
Item 1A.	Risk Factors	3329
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3329
Item 6.	Exhibits	3430
	Signatures	3531

"We," "us," "our," the "Company," and "Virtus" as used in this Quarterly Report on Form 10-Q refer to Virtus Investment Partners, Inc., a Delaware corporation, and its subsidiaries.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Virtus Investment Partners, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except share data)	(in thousands, except share data)	September 30, 2021		December 31, 2020		(in thousands, except share data)	March 31, 2022		December 31, 2021
Assets:	Assets:					Assets:
Cash and cash equivalents	Cash and cash equivalents	$	437,242	$	246,511	Cash and cash equivalents	$	225,217	$	378,921
Investments	Investments	105,632		64,944		Investments	116,767		108,890
Accounts receivable, net	Accounts receivable, net	126,967		84,499		Accounts receivable, net	124,092		123,873
Assets of consolidated investment products ("CIP")	Assets of consolidated investment products ("CIP")					Assets of consolidated investment products ("CIP")
Cash and cash equivalents of CIP	Cash and cash equivalents of CIP	155,678		86,980		Cash and cash equivalents of CIP	110,049		206,620
Cash pledged or on deposit of CIP	Cash pledged or on deposit of CIP	570		6,358		Cash pledged or on deposit of CIP	696		604
Investments of CIP	Investments of CIP	2,173,273		2,333,277		Investments of CIP	2,118,608		2,140,238
Other assets of CIP	Other assets of CIP	26,829		13,430		Other assets of CIP	29,257		44,210
Furniture, equipment and leasehold improvements, net	Furniture, equipment and leasehold improvements, net	12,429		14,488		Furniture, equipment and leasehold improvements, net	18,142		12,542

Intangible assets, net	Intangible assets, net	370,433		280,264		Intangible assets, net	496,709		500,571
Goodwill	Goodwill	315,366		290,366		Goodwill	347,423		338,406
Deferred taxes, net	Deferred taxes, net	12,214		9,538		Deferred taxes, net	18,714		19,204
Other assets	Other assets	41,291		36,288		Other assets	96,192		60,102
Total assets	Total assets	$	3,777,924	$	3,466,943	Total assets	$	3,701,866	$	3,934,181
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Liabilities:	Liabilities:					Liabilities:
Accrued compensation and benefits	Accrued compensation and benefits	$	139,106	$	122,514	Accrued compensation and benefits	$	70,646	$	187,449
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	41,716		25,357		Accounts payable and accrued liabilities	62,335		48,496
Dividends payable	Dividends payable	14,298		9,013		Dividends payable	14,398		14,824
Contingent consideration (Note 4)	Contingent consideration (Note 4)	137,664		—		Contingent consideration (Note 4)	130,728		162,564
Debt	Debt	266,739		201,212		Debt	265,954		266,346
Other liabilities	Other liabilities	37,105		36,120		Other liabilities	95,068		60,225
Liabilities of CIP	Liabilities of CIP					Liabilities of CIP
Notes payable of CIP	Notes payable of CIP	2,083,827		2,190,445		Notes payable of CIP	1,978,420		2,033,617
Securities purchased payable and other liabilities of CIP	Securities purchased payable and other liabilities of CIP	104,690		45,829		Securities purchased payable and other liabilities of CIP	121,346		185,068
Total liabilities	Total liabilities	2,825,145		2,630,490		Total liabilities	2,738,895		2,958,589
Commitments and Contingencies (Note 14)	Commitments and Contingencies (Note 14)	0		0		Commitments and Contingencies (Note 14)	0		0
Redeemable noncontrolling interests	Redeemable noncontrolling interests	131,669		115,513		Redeemable noncontrolling interests	138,738		138,965
Equity:	Equity:					Equity:
Equity attributable to Virtus Investment Partners, Inc.:	Equity attributable to Virtus Investment Partners, Inc.:					Equity attributable to Virtus Investment Partners, Inc.:
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 11,906,487 shares issued and 7,587,757 shares outstanding at September 30, 2021; and 11,790,869 shares issued and 7,583,466 shares outstanding at December 31, 2020		119		118
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 11,998,877 shares issued and 7,472,829 shares outstanding at March 31, 2022; and 11,906,747 shares issued and 7,506,151 shares outstanding at December 31, 2021						Common stock, $0.01 par value, 1,000,000,000 shares authorized; 11,998,877 shares issued and 7,472,829 shares outstanding at March 31, 2022; and 11,906,747 shares issued and 7,506,151 shares outstanding at December 31, 2021	120		119
Additional paid-in capital	Additional paid-in capital	1,273,376		1,298,002		Additional paid-in capital	1,273,802		1,276,424
Retained earnings (accumulated deficit)	Retained earnings (accumulated deficit)	23,032		(135,259)		Retained earnings (accumulated deficit)	81,783		60,962
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	18		29		Accumulated other comprehensive income (loss)	(30)		20
Treasury stock, at cost, 4,318,730 and 4,207,403 shares at September 30, 2021 and December 31, 2020, respectively		(484,248)		(451,749)
Treasury stock, at cost, 4,526,048 and 4,400,596 shares at March 31, 2022 and December 31, 2021, respectively						Treasury stock, at cost, 4,526,048 and 4,400,596 shares at March 31, 2022 and December 31, 2021, respectively	(539,248)		(509,248)
Total equity attributable to Virtus Investment Partners, Inc.	Total equity attributable to Virtus Investment Partners, Inc.	812,297		711,141		Total equity attributable to Virtus Investment Partners, Inc.	816,427		828,277
Noncontrolling interests	Noncontrolling interests	8,813		9,799		Noncontrolling interests	7,806		8,350
Total equity	Total equity	821,110		720,940		Total equity	824,233		836,627
Total liabilities and equity	Total liabilities and equity	$	3,777,924	$	3,466,943	Total liabilities and equity	$	3,701,866	$	3,934,181

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

Table of Contents

Virtus Investment Partners, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in thousands, except per share data)	(in thousands, except per share data)	2021		2020		2021		2020		(in thousands, except per share data)	2022		2021
Revenues	Revenues									Revenues
Investment management fees	Investment management fees	$	201,133	$	129,785	$	567,912	$	360,623	Investment management fees	$	206,817	$	173,269
Distribution and service fees	Distribution and service fees	23,293		9,797		67,091		28,146		Distribution and service fees	20,007		20,348
Administration and shareholder service fees	Administration and shareholder service fees	26,479		15,114		74,916		43,056		Administration and shareholder service fees	24,344		22,560
Other income and fees	Other income and fees	1,159		94		3,053		425		Other income and fees	1,272		720
Total revenues	Total revenues	252,064		154,790		712,972		432,250		Total revenues	252,440		216,897
Operating Expenses	Operating Expenses									Operating Expenses
Employment expenses	Employment expenses	87,345		67,479		266,734		193,772		Employment expenses	105,993		91,759
Distribution and other asset-based expenses	Distribution and other asset-based expenses	36,692		19,570		105,007		56,324		Distribution and other asset-based expenses	32,846		32,294
Other operating expenses	Other operating expenses	22,800		16,343		64,326		52,664		Other operating expenses	31,712		19,580
Operating expenses of consolidated investment products ("CIP")	Operating expenses of consolidated investment products ("CIP")	639		1,016		1,857		9,944		Operating expenses of consolidated investment products ("CIP")	740		559
Restructuring and severance		—		735		—		1,155

Depreciation expense	Depreciation expense	915		1,106		2,994		3,560		Depreciation expense	935		1,098
Amortization expense	Amortization expense	10,391		7,532		30,219		22,598		Amortization expense	14,662		9,465
Total operating expenses	Total operating expenses	158,782		113,781		471,137		340,017		Total operating expenses	186,888		154,755
Operating Income (Loss)	Operating Income (Loss)	93,282		41,009		241,835		92,233		Operating Income (Loss)	65,552		62,142
Other Income (Expense)	Other Income (Expense)									Other Income (Expense)
Realized and unrealized gain (loss) on investments, net	Realized and unrealized gain (loss) on investments, net	(504)		2,498		2,881		2,068		Realized and unrealized gain (loss) on investments, net	(2,982)		891
Realized and unrealized gain (loss) of CIP, net	Realized and unrealized gain (loss) of CIP, net	(2,801)		2,680		(4,741)		(12,733)		Realized and unrealized gain (loss) of CIP, net	(13,344)		(4,687)
Other income (expense), net	Other income (expense), net	1,001		999		3,598		806		Other income (expense), net	287		1,771
Total other income (expense), net	Total other income (expense), net	(2,304)		6,177		1,738		(9,859)		Total other income (expense), net	(16,039)		(2,025)
Interest Income (Expense)	Interest Income (Expense)									Interest Income (Expense)
Interest expense	Interest expense	(2,348)		(2,877)		(6,918)		(9,202)		Interest expense	(2,279)		(2,314)
Interest and dividend income	Interest and dividend income	269		137		571		1,131		Interest and dividend income	328		136
Interest and dividend income of investments of CIP	Interest and dividend income of investments of CIP	22,877		26,088		69,315		83,951		Interest and dividend income of investments of CIP	20,380		23,876
Interest expense of CIP	Interest expense of CIP	(13,442)		(17,622)		(42,342)		(70,258)		Interest expense of CIP	(12,088)		(14,448)
Total interest income (expense), net	Total interest income (expense), net	7,356		5,726		20,626		5,622		Total interest income (expense), net	6,341		7,250
Income (Loss) Before Income Taxes	Income (Loss) Before Income Taxes	98,334		52,912		264,199		87,996		Income (Loss) Before Income Taxes	55,854		67,367
Income tax expense (benefit)	Income tax expense (benefit)	25,823		11,978		63,377		29,847		Income tax expense (benefit)	16,735		15,153
Net Income (Loss)	Net Income (Loss)	72,511		40,934		200,822		58,149		Net Income (Loss)	39,119		52,214
Noncontrolling interests	Noncontrolling interests	(13,775)		(11,286)		(42,531)		(21,507)		Noncontrolling interests	(6,060)		(15,626)

Net Income (Loss) Attributable to Virtus Investment Partners, Inc.	Net Income (Loss) Attributable to Virtus Investment Partners, Inc.	$	58,736	$	29,648	$	158,291	$	36,642	Net Income (Loss) Attributable to Virtus Investment Partners, Inc.	$	33,059	$	36,588
Earnings (Loss) per Share—Basic	Earnings (Loss) per Share—Basic	$	7.64	$	3.86	$	20.59	$	4.81	Earnings (Loss) per Share—Basic	$	4.38	$	4.79
Earnings (Loss) per Share—Diluted	Earnings (Loss) per Share—Diluted	$	7.36	$	3.71	$	19.72	$	4.60	Earnings (Loss) per Share—Diluted	$	4.22	$	4.54

Weighted Average Shares Outstanding—Basic	Weighted Average Shares Outstanding—Basic	7,691		7,684		7,688		7,611		Weighted Average Shares Outstanding—Basic	7,546		7,633
Weighted Average Shares Outstanding—Diluted	Weighted Average Shares Outstanding—Diluted	7,984		7,997		8,028		7,958		Weighted Average Shares Outstanding—Diluted	7,839		8,052

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

Table of Contents

Virtus Investment Partners, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2022		2021
Net Income (Loss)	Net Income (Loss)	$	72,511	$	40,934	$	200,822	$	58,149	Net Income (Loss)	$	39,119	$	52,214
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $6 and $(6) for the three months ended September 30, 2021 and 2020, respectively, and $4 and $3 for the nine months ended September 30, 2021 and 2020, respectively		(17)		17		(11)		(9)
Foreign currency translation adjustment, net of tax of $73 and $— for the three months ended March 31, 2022 and 2021, respectively.										Foreign currency translation adjustment, net of tax of $73 and $— for the three months ended March 31, 2022 and 2021, respectively.	(50)		6

Other comprehensive income (loss)	Other comprehensive income (loss)	(17)		17		(11)		(9)		Other comprehensive income (loss)	(50)		6
Comprehensive income (loss)	Comprehensive income (loss)	72,494		40,951		200,811		58,140		Comprehensive income (loss)	39,069		52,220
Comprehensive (income) loss attributable to noncontrolling interests	Comprehensive (income) loss attributable to noncontrolling interests	(13,775)		(11,286)		(42,531)		(21,507)		Comprehensive (income) loss attributable to noncontrolling interests	(6,060)		(15,626)
Comprehensive Income (Loss) Attributable to Virtus Investment Partners, Inc.	Comprehensive Income (Loss) Attributable to Virtus Investment Partners, Inc.	$	58,719	$	29,665	$	158,280	$	36,633	Comprehensive Income (Loss) Attributable to Virtus Investment Partners, Inc.	$	33,009	$	36,594

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

Table of Contents

Virtus Investment Partners, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended
September 30,
(in thousands) 2021 2020
Cash Flows from Operating Activities:
Net income (loss) $ 200,822 $ 58,149
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense, intangible asset and other amortization 35,217 32,153
Stock-based compensation 21,833 16,412
Amortization of deferred commissions 2,606 1,544
Payments of deferred commissions (4,664) (1,475)
Equity in earnings of equity method investments (3,701) (855)
(Gain) loss on extinguishment of debt — (705)
Realized and unrealized (gains) losses on investments, net (2,875) (2,069)
Distributions from equity method investments 3,133 921
Sales (purchases) of investments, net (3,453) 15,586
Deferred taxes, net (2,672) 7,020
Changes in operating assets and liabilities:
Accounts receivable, net and other assets (41,421) (7,989)
Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities 23,242 (22,931)
Operating activities of consolidated investment products ("CIP"):
Realized and unrealized (gains) losses on investments of CIP, net (4,139) 6,739
Purchases of investments by CIP (917,355) (1,114,801)
Sales of investments by CIP 1,101,258 624,675
Net proceeds (purchases) of short term investments by CIP 16,176 1,434
(Purchases) sales of securities sold short by CIP, net (11) 267
Change in other assets of CIP 223 (2,039)
Change in liabilities of CIP (540) (3,472)
Amortization of discount on notes payable of CIP — 11,169
Net cash provided by (used in) operating activities 423,679 (380,267)
Cash Flows from Investing Activities:
Capital expenditures and other asset purchases (4,822) (789)
Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net (11,703) 9,724
Net cash provided by (used in) investing activities (16,525) 8,935
Cash Flows from Financing Activities:
Refinancing of credit agreement 81,155 —
Payment of long term debt (11,826) (61,573)
Payment of deferred financing costs (7,039) —
Common stock dividends paid (20,030) (16,460)
Preferred stock dividends paid — (2,084)
Repurchases of common shares (32,499) (25,000)
Taxes paid related to net share settlement of restricted stock units (19,362) (5,530)
Net contributions from (distributions to) noncontrolling interests 552 (5,935)
Financing activities of CIP:
Payments on borrowings by CIP (144,464) (358,725)
Borrowings by CIP — 781,147
Net cash provided by (used in) financing activities (153,513) 305,840
Net increase (decrease) in cash, cash equivalents and restricted cash 253,641 (65,492)
Cash, cash equivalents and restricted cash, beginning of period 339,849 321,939
Cash, cash equivalents and restricted cash, end of period $ 593,490 $ 256,447
Non-Cash Investing Activities:
Contingent consideration $ 137,664 $ —
Non-Cash Financing Activities:
Increase (decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net $ (32,007) $ 17,137
Common stock dividends payable $ 11,478 $ 6,288
Conversion of preferred stock to common stock $ — $ 115,000


	Three Months Ended March 31,
(in thousands)	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	39,119	$	52,214
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense, intangible asset and other amortization	15,982		11,214
Stock-based compensation	9,547		7,995
Amortization of deferred commissions	1,471		569
Payments of deferred commissions	(949)		(1,253)
Equity in earnings of equity method investments	(410)		(1,028)

Realized and unrealized (gains) losses on investments, net	2,983		(889)

Sales (purchases) of investments, net	(7,917)		(25)


Deferred taxes, net	562		377

Changes in operating assets and liabilities:
Accounts receivable, net and other assets	13,841		(27,102)
Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities	(120,267)		(36,543)
Operating activities of consolidated investment products ("CIP"):
Realized and unrealized (gains) losses on investments of CIP, net	12,559		2,066
Purchases of investments by CIP	(259,071)		(250,865)
Sales of investments by CIP	209,644		377,388
Net proceeds (purchases) of short-term investments and securities sold short by CIP	(14)		16,716

Change in other assets and liabilities of CIP	1,145		(683)


Net cash provided by (used in) operating activities	(81,775)		150,151
Cash Flows from Investing Activities:
Capital expenditures and other asset purchases	(2,510)		(2,560)
Acquisition of businesses, net of cash acquired of $8,443	(19,773)		—
Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net	(292)		(48)



Net cash provided by (used in) investing activities	(22,575)		(2,608)

Cash Flows from Financing Activities:

Payment of long-term debt	(687)		(5,913)


Common stock dividends paid	(12,663)		(7,117)

Repurchase of common shares	(30,000)		(4,999)
Stock options exercised	—		66
Payment of contingent consideration	(33,036)		—
Taxes paid related to net share settlement of restricted stock units	(13,416)		(15,163)
Net contributions from (distributions to) noncontrolling interests	(3,734)		(19,004)
Financing activities of CIP:
Payments on borrowings by CIP	(52,241)		(35,543)

Net cash provided by (used in) financing activities	(145,777)		(87,673)

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(56)		—
Net increase (decrease) in cash, cash equivalents and restricted cash	(250,183)		59,870
Cash, cash equivalents and restricted cash, beginning of period	586,145		339,849
Cash, cash equivalents and restricted cash, end of period	$	335,962	$	399,719

Non-Cash Investing Activities:

Contingent consideration	$	1,200	$	137,664
Non-Cash Financing Activities:
Increase (decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net	$	(2,986)	$	—

Common stock dividends payable	$	11,259	$	6,219


(in thousands)	(in thousands)	September 30, 2021		December 31, 2020		(in thousands)	March 31, 2022		December 31, 2021
Reconciliation of cash, cash equivalents and restricted cash	Reconciliation of cash, cash equivalents and restricted cash					Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	Cash and cash equivalents	$	437,242	$	246,511	Cash and cash equivalents	$	225,217	$	378,921
Cash of CIP	Cash of CIP	155,678		86,980		Cash of CIP	110,049		206,620
Cash pledged or on deposit of CIP	Cash pledged or on deposit of CIP	570		6,358		Cash pledged or on deposit of CIP	696		604
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	593,490	$	339,849	Cash, cash equivalents and restricted cash at end of period	$	335,962	$	586,145

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

Table of Contents

Virtus Investment Partners, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

Permanent Equity Temporary Equity
Common Stock Additional
Paid-in
Capital Retained Earnings (Accumulated
Deficit) Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Total
Attributed To
Virtus Investment Partners, Inc. Non-
controlling
Interests Total
Equity Redeemable
Non-
controlling
Interests
(in thousands, except per share data) Shares Par Value Shares Amount
Balances at June 30, 2020 7,664,272 $ 118 $ 1,303,036 $ (208,222) $ (17) 4,113,460 $ (436,749) $ 658,166 $ 8,345 $ 666,511 $ 90,687
Net income (loss) — — — 29,648 — — — 29,648 977 30,625 10,309
Foreign currency translation adjustments — — — — 17 — — 17 — 17 —
Net subscriptions (redemptions) and other — — — — — — — — (340) (340) (1,719)
Cash dividends declared ($0.82 per common share) — — (6,695) — — — — (6,695) — (6,695) —
Repurchases of common shares (53,867) — — — — 53,867 (7,500) (7,500) — (7,500) —
Issuance of common shares related to employee stock transactions 2,749 0 49 — — — — 49 — 49 —
Taxes paid on stock-based compensation — — (124) — — — — (124) — (124) —
Stock-based compensation — — 5,469 — — — — 5,469 — 5,469 —
Balances at September 30, 2020 7,613,154 $ 118 $ 1,301,735 $ (178,574) $ 0 4,167,327 $ (444,249) $ 679,030 $ 8,982 $ 688,012 $ 99,277
Balances at June 30, 2021 7,651,606 $ 119 $ 1,280,667 $ (35,704) $ 35 4,254,236 $ (464,248) $ 780,869 $ 8,968 $ 789,837 $ 131,525
Net income (loss) — — — 58,736 — — — 58,736 374 59,110 13,401
Foreign currency translation adjustments — — — — (17) — — (17) — (17) —
Net subscriptions (redemptions) and other — — — — — — — — (529) (529) (13,257)
Cash dividends declared ($1.50 per common share) — — (12,015) — — — — (12,015) — (12,015) —
Repurchases of common shares (64,494) — — — — 64,494 (20,000) (20,000) — (20,000) —
Issuance of common shares related to employee stock transactions 645 0 — — — — — — — — —
Taxes paid on stock-based compensation — — (148) — — — — (148) (148) —
Stock-based compensation — — 4,872 — — — — 4,872 — 4,872 —
Balances at September 30, 2021 7,587,757 $ 119 $ 1,273,376 $ 23,032 $ 18 4,318,730 $ (484,248) $ 812,297 $ 8,813 $ 821,110 $ 131,669


																						Permanent Equity																							Temporary Equity
																						Common Stock									Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock				Total Attributed To Virtus Investment Partners, Inc.		Non- controlling Interests		Total Equity		Redeemable Non- controlling Interests
(in thousands, except per share data)																					(in thousands, except per share data)	Shares			Par Value												Shares		Amount
Balances at December 31, 2020																					Balances at December 31, 2020	7,583,466			$	118							$	1,298,002	$	(135,259)	$	29	4,207,403		$	(451,749)	$	711,141	$	9,799	$	720,940	$	115,513
Net income (loss)																					Net income (loss)	—			—								—		36,588		—		—		—		36,588		75		36,663		15,551
Foreign currency translation adjustments																					Foreign currency translation adjustments	—			—								—		—		6		—		—		6		—		6		—
Net subscriptions (redemptions) and other																					Net subscriptions (redemptions) and other	—			—								—		—		—		—		—		—		(557)		(557)		(18,582)

		Permanent Equity																						Temporary Equity
		Common Stock			Preferred Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Attributed To Virtus Investment Partners, Inc.		Non- controlling Interests				Total Equity				Redeemable Non- controlling Interests
(in thousands, except per share data)		Shares	Par Value		Shares	Amount								Shares	Amount
Balances at December 31, 2019		6,809,280	$	107	1,150,000	$	110,843	$	1,199,205	$	(215,216)	$	9	3,927,607	$	(419,249)	$	675,699	$	10,558			$	686,257			$	63,845

Net income (loss)		—	—		—	—		—		36,642		—		—	—		36,642		(146)				36,496				21,653

Foreign currency translation adjustments		—	—		—	—		—		—		(9)		—	—		(9)		—				(9)				—
Net subscriptions (redemptions) and other		—	—		—	—		(167)		—		—		—	—		(167)		(1,430)				(1,597)				13,779
Conversion of preferred stock		912,806	9		(1,150,000)	(110,843)		110,834		—		—		—	—		—		—				—				—

Cash dividends declared ($2.16 per common share)		—	—		—	—		(18,371)		—		—		—	—		(18,371)		—				(18,371)				—
Cash dividends declared ($0.82 per common share)																					Cash dividends declared ($0.82 per common share)	—			—								(6,696)		—		—		—		—		(6,696)		—		(6,696)		—
Repurchases of common shares	Repurchases of common shares	(239,720)	—		—	—		—		—		—		239,720	(25,000)		(25,000)		—				(25,000)				—		Repurchases of common shares	(19,912)		—						—		—		—		19,912		(4,999)		(4,999)		—	(4,999)	—
Issuance of common shares related to employee stock transactions	Issuance of common shares related to employee stock transactions	130,788	2		—	—		161		—		—		—	—		163		—				163				—		Issuance of common shares related to employee stock transactions	86,125		1						65		—		—		—		—		66		—	66	—
Taxes paid on stock-based compensation	Taxes paid on stock-based compensation	—	—		—	—		(5,693)		—		—		—	—		(5,693)		—				(5,693)				—		Taxes paid on stock-based compensation	—		—						(15,163)		—		—		—		—		(15,163)		—	(15,163)	—
Stock-based compensation	Stock-based compensation	—	—		—	—		15,766		—		—		—	—		15,766		—				15,766				—		Stock-based compensation	—		—						8,435		—		—		—		—		8,435		—	8,435	—
Balances at September 30, 2020		7,613,154	$	118	—	$	—	$	1,301,735	$	(178,574)	$	0	4,167,327	$	(444,249)	$	679,030	$	8,982			$	688,012			$	99,277
Balances at December 31, 2020		7,583,466	$	118	—	$	—	$	1,298,002	$	(135,259)	$	29	4,207,403	$	(451,749)	$	711,141	$	9,799			$	720,940			$	115,513
Balances at March 31, 2021																					Balances at March 31, 2021	7,649,679			$	119							$	1,284,643	$	(98,671)	$	35	4,227,315		$	(456,748)	$	729,378	$	9,317	$	738,695	$	112,482
Balances at December 31, 2021																					Balances at December 31, 2021	7,506,151			$	119							$	1,276,424	$	60,962	$	20	4,400,596		$	(509,248)	$	828,277	$	8,350	$	836,627	$	138,965

Net income (loss)	Net income (loss)	—	—		—	—		—		158,291		—		—	—		158,291		719				159,010				41,812		Net income (loss)	—		—						—		33,059		—		—		—		33,059		(57)	33,002	6,117

Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—	—		—		—		(11)		—	—		(11)		—				(11)				—		Foreign currency translation adjustments	—		—						—		—		(50)		—		—		(50)		—	(50)	—
Net subscriptions (redemptions) and other	Net subscriptions (redemptions) and other	—	—		—	—		—		—		—		—	—		—		(1,705)				(1,705)				(25,656)		Net subscriptions (redemptions) and other	—		—						—		—		—		—		—		—		(487)	(487)	(6,344)

Cash dividends declared ($3.14 per common share)		—	—		—	—		(25,315)		—		—		—	—		(25,315)		—				(25,315)				—
Cash dividends declared ($1.50 per common share)																					Cash dividends declared ($1.50 per common share)	—			—								—		(12,238)		—		—		—		(12,238)		—		(12,238)		—
Repurchases of common shares	Repurchases of common shares	(111,327)	—		—	—		—		—		—		111,327	(32,499)		(32,499)		—				(32,499)				—		Repurchases of common shares	(125,452)		—						—		—		—		125,452		(30,000)		(30,000)		—	(30,000)	—
Issuance of common shares related to employee stock transactions	Issuance of common shares related to employee stock transactions	115,618	1		—	—		65		—		—		—	—		66		—				66				—		Issuance of common shares related to employee stock transactions	92,130		1						(1)		—		—		—		—		—		—	—	—
Taxes paid on stock-based compensation	Taxes paid on stock-based compensation	—	—		—	—		(19,428)		—		—		—	—		(19,428)						(19,428)				—		Taxes paid on stock-based compensation	—		—						(13,414)		—		—		—		—		(13,414)			(13,414)	—
Stock-based compensation	Stock-based compensation	—	—		—	—		20,052		—		—		—	—		20,052		—				20,052				—		Stock-based compensation	—		—						10,793		—		—		—		—		10,793		—	10,793	—
Balances at September 30, 2021		7,587,757	$	119	—	$	—	$	1,273,376	$	23,032	$	18	4,318,730	$	(484,248)	$	812,297	$	8,813			$	821,110			$	131,669
Balances at March 31, 2022																					Balances at March 31, 2022	7,472,829			$	120							$	1,273,802	$	81,783	$	(30)	4,526,048		$	(539,248)	$	816,427	$	7,806	$	824,233	$	138,738

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

Table of Contents

Virtus Investment Partners, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Business

Virtus Investment Partners, Inc. (the "Company," "we," "us," "our" or "Virtus"), a Delaware corporation, operates in the investment management industry through its subsidiaries.

The Company provides investment management and related services to individuals and institutions. The Company’s retail investment management services are provided to individuals through products consisting ~~of U.S. 1940 Act~~of: mutual funds ~~and~~registered pursuant to the Investment Company Act of 1940 ("U.S. retail funds"), as amended; Undertaking for Collective Investment in Transferable Securities ("UCITS" ~~or "offshore~~) and Qualifying Investor Funds ("QIFs"), collectively "global funds" and collectively with ~~U.S. 1940 Act~~ mutual funds, ~~"open-end funds"),~~ exchange traded funds ("ETFs"), and variable insurance funds, the "open-end funds"; closed-end funds (collectively, with open-end funds, ~~and ETFs,~~the "funds"); and retail separate accounts. Institutional investment management services are offered through separate accounts and pooled or commingled structures to a variety of institutional clients. The Company also provides subadvisory services to other investment advisers and serves as the collateral manager for structured products.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial condition and results of operations. Operating results for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 ("~~2020~~2021 Annual Report on Form 10-K") filed with the Securities and Exchange Commission (the "SEC"). The Company’s significant accounting policies, which have been consistently applied, are summarized in its ~~2020~~2021 Annual Report on Form 10-K.

~~New Accounting Standards Implemented~~

~~In January 2020, the Financial Accounting Standards Board~~ ~~("FASB")~~ ~~issued Accounting Standards Update ("ASU") 2020-01,~~ ~~Investments~~-~~Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)~~. This standard clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323 and the accounting for certain forward contracts and purchased options in Topic 815. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements.

~~In December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740,~~ ~~Income Taxes,~~ and improves consistent application by clarifying and amending existing guidance. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements.

3. Revenues

The Company's revenues are recognized when a performance obligation is satisfied, which occurs when control of the services is transferred to customers. Investment management fees, distribution and service fees, and administration and shareholder service fees are generally calculated as a percentage of average net assets of the investment portfolios managed. The net asset values from which ~~investment management, distribution and service, and administration and shareholder service~~these fees are calculated are variable in nature and subject to factors outside of the Company's control, such as additional investments, withdrawals and market performance. Because of this, these fees are considered constrained until the end of the contractual

~~Table of Contents~~

measurement period (monthly or quarterly), which is when asset values are generally determinable.

Revenue Disaggregated by Source

The following table summarizes investment management fees by source:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2022		2021
Investment management fees	Investment management fees									Investment management fees
Open-end funds	Open-end funds	$	99,278	$	63,458	$	284,945	$	176,584	Open-end funds	$	97,377	$	89,120
Closed-end funds	Closed-end funds	17,116		8,959		46,451		27,695		Closed-end funds	16,940		12,940

Retail separate accounts	Retail separate accounts	46,625		26,412		126,612		74,524		Retail separate accounts	49,603		37,512
Institutional accounts	Institutional accounts	36,728		29,048		104,948		76,571		Institutional accounts	41,991		32,438
Structured products	Structured products	953		1,297		3,797		3,288		Structured products	906		1,259

Other products		433		611		1,159		1,961

Total investment management fees	Total investment management fees	$	201,133	$	129,785	$	567,912	$	360,623	Total investment management fees	$	206,817	$	173,269

Table of Contents

4. Acquisitions

Stone Harbor Investment Partners

On January 1, 2022, the Company completed the acquisition of Stone Harbor Investment Partners, LLC ("Stone Harbor"), which was accounted for in accordance with ASC 805, Business Combinations ("ASC 805"). The initial transaction consideration of $29.4 million was allocated to the assets acquired and liabilities assumed, based upon their estimated fair values at the date of the acquisition, as well as goodwill of $8.8 million and definite-lived intangible assets of $10.8 million. The Company expects $19.6 million of the purchase price to be tax deductible over 15 years. The transaction consideration allocation is based upon preliminary information and is subject to change if additional information becomes available. The final fair value of the net assets acquired may result in adjustments to certain assets and liabilities, including goodwill. The revenues and operating income of Stone Harbor were not material to the Company's results of operations for the three months ended March 31, 2022.

Transaction consideration consisted of $28.2 million in cash paid at closing and $1.2 million in contingent consideration recorded at fair value, which represents future potential earn-out payments based on pre-established performance metrics related to revenue retention and revenue growth rates. Future contingent consideration will be paid, if earned, in 2023, 2026 and 2027. The contingent consideration has been accounted for as a liability within contingent consideration on the Company's Condensed Consolidated Balance Sheet.

The following table summarizes the identified acquired assets and liabilities assumed as of the Stone Harbor acquisition date:


	January 1, 2022
	(in thousands)
Assets:
Cash and cash equivalents	$	8,443
Intangible assets	10,800
Goodwill	8,846
Other assets	55,129
Total Assets	83,218
Liabilities
Accounts payable and accrued liabilities	53,802
Total liabilities	53,802
Total Net Assets Acquired	$	29,416

Identifiable Intangible Assets Acquired

The Company identified and recorded the following intangible assets as a result of the Stone Harbor acquisition:


	January 1, 2022
	Approximate Fair Value (in thousands)		Weighted Average of Useful Life (in years)
Definite-lived intangible assets:
Investment management agreements	$	6,000	7.3
Trade names	1,000		6.0
Software	3,800		4.0
Total definite-lived intangible assets	$	10,800

The fair value of investment management agreements was estimated using a discounted cash flow method, the fair value of the trade names was estimated using a royalty savings method, and the fair value of the software was estimated using a royalty savings method and replacement cost approach. The Stone Harbor fair value estimates were prepared with the assistance of an independent valuation firm.

Table of Contents

Westchester Capital Management

On October 1, 2021, the Company completed the acquisition of Westchester Capital Management, LLC ("Westchester"), which was accounted for in accordance with ASC 805. The total transaction consideration of $169.3 million was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. Goodwill of $23.0 million and intangible assets of $144.4 million were recorded as a result of the acquisition. The Company expects $155.6 million of the purchase price to be tax deductible over 15 years. The revenues and operating income of Westchester were not material to the Company's results of operations for the three months ended March 31, 2022.

Transaction consideration consisted of $156.8 million in cash and contingent consideration accounted for as a liability on the Company's Condensed Consolidated Balance sheet, which represents future potential earn-out payments based on pre-established performance metrics related to revenue growth rates. Future contingent consideration payments will be made, if earned, in 2025 and 2026. As of March 31, 2022, the contingent consideration balance was $12.5 million.

AllianzGI Strategic Partnership

On February 1, 2021, the Company ~~completed the actions necessary to finalize its~~finalized a strategic partnership with Allianz Global Investors U.S. LLC ("AllianzGI"), pursuant to which the Company became the investment adviser, distributor and/or administrator of certain of AllianzGI's open-end, closed-end and retail separate account assets. This transaction was classified as an asset acquisition and the cost of the acquisition was allocated to the assets acquired on the basis of their relative fair values. Additionally, as part of the strategic partnership, AllianzGI’s Dallas-based Value Equity team joined the Company as a newly established affiliated manager, NFJ Investment Group ("NFJ"). The addition of NFJ was classified as a business combination under ASC 805 and assets acquired were recorded at fair value. Assets acquired ~~in connection with the transaction~~ primarily consisted of definite-lived intangible assets representing ~~open-end, closed-end and retail separate account~~ investment contracts as well as indefinite-lived assets consisting of goodwill related to NFJ. The revenues and operating income of NFJ were not material to the Company's results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 or 2021.

Transaction consideration consists of variable cash payments based on a percentage of the investment management fees earned on certain open-end, closed-end and retail separate account assets ~~adopted under~~from the transaction. Payments are to be made annually ~~around~~on the anniversary of the closing date of the ~~transaction~~transactions over ~~the next~~ seven years. ~~The~~Contingent payment obligations related to the NFJ acquisition, which were accounted for in accordance with ASC 805 are remeasured at fair value as of each reporting period-end, with the change in fair value recorded within the Condensed Consolidated Statement of Operations. An estimate of these future ~~revenue participation~~ payments ~~of $137.7 million at September 30, 2021~~ has been recorded as a liability and included as ~~Contingent Consideration~~contingent consideration on the Company's Condensed Consolidated Balance Sheet. ~~In addition,~~A payment of $33.0 million was made in the ~~Company capitalized $7.7 million~~first quarter of ~~costs associated with certain assets acquired.~~2022. The estimated value of future revenue participation payments at March 31, 2022 was $117.0 million.

~~The following table summarizes the identified acquired assets:~~

5. Goodwill and Intangible Assets, Net

Activity in goodwill was as follows:

~~February 1, 2021~~

(in thousands)

~~Approximate Fair Value~~Balance at December 31, 2021

~~Weighted Average Useful Life~~$

338,406

~~Definite-lived intangible assets:~~Acquisitions

9,017

~~Open-end and closed-end fund investment contracts~~Balance at March 31, 2022

~~101,447~~

~~13 years~~

~~Retail separate account investment contracts~~

~~17,000~~

~~6 years~~

~~Trade name~~

~~1,941~~

~~8 years~~

~~Total definite-lived intangible assets~~

~~120,388~~347,423

~~Goodwill~~

~~25,000~~

~~Total assets acquired~~

~~145,388~~

~~Table of Contents~~

~~5. Intangible Assets, Net~~

Below is a summary of intangible assets, net:


		Definite-Lived						Indefinite-Lived		Total			Definite-Lived						Indefinite-Lived		Total
(in thousands)	(in thousands)	Gross Book Value		Accumulated Amortization		Net Book Value		Net Book Value		Net Book Value		(in thousands)	Gross Book Value		Accumulated Amortization		Net Book Value		Net Book Value		Net Book Value
Balances of December 31, 2020		$	489,570	$	(252,822)	$	236,748	$	43,516	$	280,264
Balances of December 31, 2021												Balances of December 31, 2021	$	755,576	$	(297,303)	$	458,273	$	42,298	$	500,571
Additions	Additions	120,388		—		120,388		—		120,388		Additions	10,800		—		10,800		—		10,800
Intangible amortization	Intangible amortization	—		(30,219)		(30,219)		—		(30,219)		Intangible amortization	—		(14,662)		(14,662)		—		(14,662)
Balances of September 30, 2021		$	609,958	$	(283,041)	$	326,917	$	43,516	$	370,433
Balances of March 31, 2022												Balances of March 31, 2022	$	766,376	$	(311,965)	$	454,411	$	42,298	$	496,709

Table of Contents

Definite-lived intangible asset amortization for the remainder of fiscal year ~~2021~~2022 and succeeding fiscal years is estimated as follows:


Fiscal Year	Fiscal Year	Amount (in thousands)		Fiscal Year	Amount (in thousands)
Remainder of 2021		10,391
2022		41,440
Remainder of 2022				Remainder of 2022	$	43,842
2023	2023	40,778		2023	57,835
2024	2024	35,136		2024	52,194
2025	2025	30,368		2025	47,426
2026 and thereafter		168,804
2026				2026	46,446
2027 and thereafter				2027 and thereafter	206,668
Total	Total	$	326,917	Total	$	454,411

6. Investments

Investments consist primarily of investments in the Company's sponsored products. The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 16, at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were as follows:

(in thousands) September 30, 2021 December 31, 2020
Investment securities - fair value $ 78,143 $ 39,990
Equity method investments (1) 12,914 12,676
Nonqualified retirement plan assets 12,378 10,612
Other investments 2,197 1,666
Total investments $ 105,632 $ 64,944


(in thousands)	March 31, 2022		December 31, 2021
Investment securities - fair value	$	88,421	$	80,335

Equity method investments (1)	13,495		13,038
Nonqualified retirement plan assets	12,701		13,321
Other investments	2,150		2,196
Total investments	$	116,767	$	108,890

(1) The Company's equity method investments are valued on a three-month lag based upon the availability of financial information.

Investment Securities - fair value

Investment securities - fair value consist of investments in the Company's sponsored funds and separately managed ~~accounts and trading debt securities.~~accounts. The composition of the Company’s investment securities - fair value was as follows:


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
(in thousands)	(in thousands)	Cost		Fair Value		Cost		Fair Value		(in thousands)	Cost		Fair Value		Cost		Fair Value
Investment Securities - fair value	Investment Securities - fair value									Investment Securities - fair value
Sponsored funds	Sponsored funds	$	59,342	$	64,691	$	22,378	$	25,909	Sponsored funds	$	74,362	$	75,722	$	63,090	$	66,326
Equity securities	Equity securities	10,362		13,446		9,614		14,078		Equity securities	10,676		12,699		10,659		14,009
Debt securities		7		6		7		3

Total investment securities - fair value	Total investment securities - fair value	$	69,711	$	78,143	$	31,999	$	39,990	Total investment securities - fair value	$	85,038	$	88,421	$	73,749	$	80,335

~~Table of Contents~~

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and March 31, 2021, the Company recognized realized gains of ~~$0.2~~$0.1 million and $2.0 million, respectively, on the sale of its investment securities - fair value. For the three and nine months ended September 30, 2020, the Company recognized realized gains of $4.5 million and $4.2$0.8 million, respectively, on the sale of its investment securities - fair value.

Table of Contents

7. Fair Value Measurements

The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 16, as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 by fair value hierarchy level were as follows:

~~September 30, 2021~~

March 31, 2022


(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
Cash equivalents	Cash equivalents	$	366,937	$	—	$	—	$	366,937	Cash equivalents	$	167,311	$	—	$	—	$	167,311
Investment securities - fair value	Investment securities - fair value									Investment securities - fair value
Sponsored funds	Sponsored funds	64,691		—		—		64,691		Sponsored funds	75,722		—		—		75,722
Equity securities	Equity securities	13,446		—		—		13,446		Equity securities	12,699		—		—		12,699
Debt securities		—		6		—		6

Nonqualified retirement plan assets	Nonqualified retirement plan assets	12,378		—		—		12,378		Nonqualified retirement plan assets	12,701		—		—		12,701
Total assets measured at fair value	Total assets measured at fair value	$	457,452	$	6	$	—	$	457,458	Total assets measured at fair value	$	268,433	$	—	$	—	$	268,433

Liabilities										Liabilities
Contingent consideration										Contingent consideration	$	—	$	—	$	70,080	$	70,080
Total liabilities measured at fair value										Total liabilities measured at fair value	$	—	$	—	$	70,080	$	70,080

December 31, ~~2020~~2021


(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
Cash equivalents	Cash equivalents	$	207,101	$	—	$	—	$	207,101	Cash equivalents	$	307,277	$	—	$	—	$	307,277
Investment securities - fair value	Investment securities - fair value									Investment securities - fair value
Sponsored funds	Sponsored funds	25,909		—		—		25,909		Sponsored funds	66,326		—		—		66,326
Equity securities	Equity securities	14,078		—		—		14,078		Equity securities	14,009		—		—		14,009
Debt securities		—		3		—		3

Nonqualified retirement plan assets	Nonqualified retirement plan assets	10,612		—		—		10,612		Nonqualified retirement plan assets	13,321		—		—		13,321
Total assets measured at fair value	Total assets measured at fair value	$	257,700	$	3	$	—	$	257,703	Total assets measured at fair value	$	400,933	$	—	$	—	$	400,933

Liabilities										Liabilities
Contingent consideration										Contingent consideration	$	—	$	—	$	88,400	$	88,400
Total liabilities measured at fair value										Total liabilities measured at fair value	$	—	$	—	$	88,400	$	88,400

The following is a discussion of the valuation methodologies used for the Company’s assets measured at fair value:

Cash equivalents represent investments in money market funds. Cash investments in money market funds are valued using published net asset values and are classified as Level 1.

Sponsored funds represent investments in open-end funds, closed-end funds and ETFs for which the Company acts as the investment manager. The fair value of open-end funds is determined based on their published net asset values and are categorized as Level 1. The fair value of closed-end funds and ETFs is determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1.

Equity securities represent securities traded on active markets, ~~and~~ are valued at the official closing price (typically the last sale or bid) on the exchange on which the securities are primarily traded and are categorized as Level 1.

~~Debt securities~~ ~~represent investments in senior secured bank loans and are based on evaluated quotations received from independent pricing services and are categorized as Level 2.~~

Nonqualified retirement plan assets represent mutual funds within athe Company's nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1.

Contingent consideration represents liabilities associated with the Company's business combinations. See Note 4 for a discussion of the transactions. The estimated fair values are measured using a simulation model using unobservable market data inputs prepared with the assistance of an independent valuation firm. These liabilities are categorized as Level 3.

Table of Contents

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

~~Table of Contents~~

The ~~Company had no~~following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level ~~3 investments for the three- and nine-month periods ended September 30, 2021 and 2020, respectively.~~3:


	Three Months Ended March 31,
(in thousands)	2022		2021
Contingent consideration, beginning of period	$	88,400	$	—
Additions for acquisition	1,200		63,500
Reduction for payments made	(19,520)		—

Contingent consideration, end of period	$	70,080	$	63,500

8. Equity Transactions

Dividends Declared

On ~~August 18, 2021,~~February 23, 2022, the Company declared a quarterly cash dividend of $1.50 per common share to be paid on ~~November 12, 2021~~May 13, 2022 to stockholders of record at the close of business on ~~October~~April 29, ~~2021.~~2022.

Common Stock Repurchases

During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, the Company repurchased ~~64,494 and 111,327~~125,452 common shares, ~~respectively,~~ at a weighted average price of ~~$310.07 and $291.90~~$239.10 per share, ~~respectively,~~ for a total cost, including fees and expenses, of ~~$20.0~~$30.0 million, ~~and $32.5 million, respectively,~~ under its share repurchase program. As of ~~September 30, 2021, 611,315~~March 31, 2022, 403,997 shares remained available for repurchase. Under the terms of the program, the Company may repurchase shares of its common stock from time to time at its discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price and prevailing market and business conditions. The program, which has no specified term, may be suspended or terminated at any time.

9. Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows:


	Foreign Currency Translation Adjustments (in thousands)
Balance at December 31, 2021	$	20
Net current-period other comprehensive income (loss) (1)	(50)
Balance at March 31, 2022	$	(30)

	Foreign Currency Translation Adjustments (in thousands)
Balance at December 31, 2020	$	29

~~Foreign currency translation adjustments, net of tax of $4~~	~~(11)~~

Net current-period other comprehensive income (loss) (1)	~~(11)~~6
Balance at ~~September 30,~~March 31, 2021	$	1835


~~(in thousands)~~	Foreign Currency Translation Adjustments
~~Balance at December 31, 2019~~	$	9

~~Foreign currency translation adjustments, net of tax of $3~~	~~(9)~~

~~Net current-period other comprehensive income (loss)~~	~~(9)~~
~~Balance at September 30, 2020~~	$	0

(1) Consists of foreign currency translation adjustments, net of tax of $73 and $— for the three months ended March 31, 2022 and 2021, respectively

10. Stock-Based Compensation

Pursuant to the Company's Omnibus Incentive and Equity Plan (the ~~"Plan"~~"Omnibus Plan"), officers, employees and directors may be granted equity-based awards, including restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options and unrestricted shares of common stock. At ~~September 30, 2021, 805,875~~March 31, 2022, 645,198 shares of common stock ~~remained~~remain available for issuance of the 3,370,000 shares that are authorized for issuance under the Omnibus Plan.

1011

Table of Contents

Stock-based compensation expense is summarized as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			Three Months Ended March 31,
(in thousands)	(in thousands)									(in thousands)	2022		2021
Stock-based compensation expense	Stock-based compensation expense	$	5,989	$	6,299	$	21,833	$	16,412	Stock-based compensation expense	$	9,547	$	7,995

Restricted Stock Units

Each RSU entitles the holder to 1 share of common stock when the restriction expires. RSUs may be time-vested or performance-contingent (PSUs) that convert into RSUs after performance measurement is complete and generally vest in one to three years. Shares that are issued upon vesting are newly issued shares from the Omnibus Plan and are not issued from treasury stock.

RSU activity, inclusive of PSUs, for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 is summarized as follows:


		Number of Shares	Weighted Average Grant Date Fair Value			Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2020		533,185	$	106.19
Outstanding at December 31, 2021					Outstanding at December 31, 2021	430,730	$	138.01
Granted	Granted	107,216	$	268.56	Granted	162,541	$	194.78
Forfeited	Forfeited	(22,752)	$	127.96	Forfeited	(68)	$	222.45
Settled	Settled	(184,589)	$	123.17	Settled	(153,989)	$	117.39
Outstanding at September 30, 2021		433,060	$	138.00
Outstanding at March 31, 2022					Outstanding at March 31, 2022	439,214	$	166.24

For the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ a total of ~~72,795~~61,859 and ~~63,566~~57,885 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations. The Company paid ~~$19.4~~$13.4 million and ~~$5.6~~$15.2 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, in minimum employee tax withholding obligations related to RSUs withheld for the net share settlements. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company granted ~~26,425~~30,516 PSUs that contain performance-based metrics in addition to a service condition. Compensation expense for PSUs is generally recognized over a three-year service period based upon the value determined using a combination of (i) the intrinsic value method, for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, and (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718. Compensation expense for PSU awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition. Compensation expense for PSU awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period.

As of ~~September 30, 2021,~~March 31, 2022, unamortized stock-based compensation expense for unvested RSUs and PSUs was ~~$30.8~~$41.1 million with a weighted-average remaining contractual life of ~~1.2~~1.3 years.

11. Earnings (Loss) Per Share

Earnings (loss) per share ("EPS") is calculated in accordance with ASC 260, Earnings per Share.Basic EPS is computed by dividing net income (loss) attributable to Virtus Investment Partners, Inc. by the weighted-average number of common shares outstanding for the period, excluding dilution for potential common stock issuances. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, ~~including: (i)~~including shares issuable upon the vesting of RSUs and stock option exercises using the treasury stock method, ~~and (ii) shares issuable upon the conversion of the Company's previously outstanding mandatory convertible preferred stock ("MCPS"),~~ as determined under the if-converted method. ~~For purposes of calculating diluted EPS, preferred stock dividends have been subtracted from net income (loss) in periods in which utilizing the if-converted method would be anti-dilutive.~~

1112

Table of Contents

The computation of basic and diluted EPS is as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in thousands, except per share amounts)	(in thousands, except per share amounts)	2021		2020		2021		2020		(in thousands, except per share amounts)	2022		2021
Net Income (Loss)	Net Income (Loss)	$	72,511	$	40,934	$	200,822	$	58,149	Net Income (Loss)	$	39,119	$	52,214
Noncontrolling interests	Noncontrolling interests	(13,775)		(11,286)		(42,531)		(21,507)		Noncontrolling interests	(6,060)		(15,626)

Net Income (Loss) Attributable to Virtus Investment Partners, Inc.	Net Income (Loss) Attributable to Virtus Investment Partners, Inc.	$	58,736	$	29,648	$	158,291	$	36,642	Net Income (Loss) Attributable to Virtus Investment Partners, Inc.	$	33,059	$	36,588
Shares:
Shares (in thousands):										Shares (in thousands):
Basic: Weighted-average number of shares outstanding	Basic: Weighted-average number of shares outstanding	7,691		7,684		7,688		7,611		Basic: Weighted-average number of shares outstanding	7,546		7,633
Plus: Incremental shares from assumed conversion of dilutive instruments	Plus: Incremental shares from assumed conversion of dilutive instruments	293		313		340		347		Plus: Incremental shares from assumed conversion of dilutive instruments	293		419
Diluted: Weighted-average number of shares outstanding	Diluted: Weighted-average number of shares outstanding	7,984		7,997		8,028		7,958		Diluted: Weighted-average number of shares outstanding	7,839		8,052
Earnings (Loss) per Share—Basic	Earnings (Loss) per Share—Basic	$	7.64	$	3.86	$	20.59	$	4.81	Earnings (Loss) per Share—Basic	$	4.38	$	4.79
Earnings (Loss) per Share—Diluted	Earnings (Loss) per Share—Diluted	$	7.36	$	3.71	$	19.72	$	4.60	Earnings (Loss) per Share—Diluted	$	4.22	$	4.54

The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive.


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020	2021	2020	(in thousands)	2022	2021
Restricted stock units and options		5	1	2	—
Restricted stock units						Restricted stock units	21	10

Total anti-dilutive securities	Total anti-dilutive securities	5	1	2	—	Total anti-dilutive securities	21	10

12. Income Taxes

In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances at each interim period. On a quarterly basis, the estimated annual effective tax rate is adjusted, as appropriate, based upon changes in facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and at each interim period thereafter.

The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of ~~24.0%~~30.0% and ~~33.9%~~22.5% for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The comparatively ~~lower~~higher estimated effective tax rate for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was primarily due to valuation allowances recorded in the ~~prior~~current year ~~period~~ for the tax effects of unrealized losses on certain Company investments.

13. Debt

Credit Agreement ~~Refinancing~~

~~On September 28, 2021, the Company completed a refinancing of its~~The Company's credit agreement, ~~through an~~as amended ~~and restated credit agreement dated September 28, 2021~~ (the "Credit Agreement")~~. The Credit Agreement provides for (a)~~, comprises (i) a $275.0 million seven-year term loan ~~with a seven-year term~~ (the "Term Loan") expiring in September 2028, and ~~(b)~~(ii) a $175.0 million revolving credit facility with a five-year ~~term. A portion of~~term expiring in September 2026. During the ~~proceeds from~~three months ended March 31, 2022, the ~~refinancing was used to pay $194.0~~Company repaid $0.7 million outstanding ~~on the previous term loan.~~under its Term Loan. At ~~September 30, 2021, $275.0~~March 31, 2022, $273.6 million was outstanding under the Term Loan, and the Company had no outstanding borrowings under its revolving credit facility. In accordance with ASC 835, Interest, the amounts outstanding under the Company's Term Loan are presented in the Condensed Consolidated Balance Sheet net of related debt issuance costs, which were ~~$8.3~~$7.7 million as of ~~September 30, 2021. Because the debt instruments are not substantially different, the refinancing was treated as a debt modification for accounting purposes.~~

Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either LIBOR (adjusted for reserves) for interest periods of one, three or six months (or, solely in the case of the revolving credit facility, if agreed to by each relevant Lender, twelve months) or an alternate base rate, in either case plus an applicable margin. The applicable margins are 2.25%, in the case of LIBOR-based loans, and 1.25%, in the case of alternate

~~Table of Contents~~

base rate loans. Interest is payable quarterly in arrears with respect to alternate base rate loans and on the last day of each interest period with respect to LIBOR-based loans (but, in the case of any LIBOR-based loan with an interest period of more than three months, at three-month intervals).~~The Credit Agreement contains LIBOR and other subsequent benchmark successor provisions.~~

Under the terms of the Credit Agreement, the Company is required to pay a quarterly commitment fee on the average unused amount of the revolving credit facility, which fee is initially set at 0.50% and will, following the first delivery of certain financial reports required under the Credit Agreement, range from 0.375% to 0.50%, based on the secured net leverage ratio of the Company as of the last day of the preceding fiscal quarter, as reflected in such financial reports.

~~The term loans will amortize at the rate of 1.00% per annum payable in equal quarterly installments on the last day of each~~ March ~~June, September and December (commencing on December~~ 31, 2021). In addition, the Credit Agreement requires that the term loans be mandatorily prepaid with (a) 50% of the Company’s excess cash flow on an annual basis, stepping down to 25% if the Company’s secured net leverage ratio declines to 2:1 or below and stepping down to 0% if the Company’s secured net leverage ratio declines below 1.5:1; (b) 50% of the net proceeds of certain asset sales, casualty or condemnation events, subject to customary reinvestment rights; and (c) 100% of the proceeds of any indebtedness incurred to refinance the term loans or other refinancing indebtedness as well as indebtedness incurred other than indebtedness permitted to be incurred by the Credit Agreement. At any time, upon timely notice, the Company may terminate the Credit Agreement in full, reduce the commitment under the facility in minimum specified increments or prepay loans in whole or in part, subject to the payment of breakage fees with respect to LIBOR-based loans and, in the case of any term loans that are prepaid in connection with a “repricing transaction” occurring within the six-month period following the closing date of the Credit Agreement, a 1.00% premium.

2022.

The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, make distributions and dividends and prepayments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year and modify its organizational documents, subject to customary exceptions, thresholds, qualifications and “baskets.” In addition, the Credit Agreement contains a financial performance covenant that is only applicable when greater than 35% of the revolving credit facility is outstanding, requiring a maximum leverage ratio, as of the last day of each of the four fiscal quarter periods, of no greater than the levels set forth in the Credit Agreement.

~~Future minimum Term Loan payments (exclusive of any mandatory excess cash flow repayments) as of September 30, 2021 are as follows:~~

Year Amount
(in thousands)
Remainder of 2021 $ 687.5
2022 2,750.0
2023 2,750.0
2024 2,750.0
2025 2,750.0
2026 and thereafter 263,312.5
Total $ 275,000.0

14. Commitments and Contingencies

Legal Matters

The Company is involved from time to time in litigation and arbitration, as well as examinations, inquiries and investigations by various regulatory bodies, including the SEC, involving its compliance with, among other things, securities laws, client investment guidelines, laws governing the activities of broker-dealers and other laws and regulations affecting its products and other activities. Legal and regulatory matters of this nature involve or may involve but are not limited to the

Table of Contents

Company's activities as an employer, issuer of securities, investor, investment adviser, broker-dealer or taxpayer. In addition, in

~~Table of Contents~~

the normal course of business, the Company discusses matters with its regulators raised during regulatory examinations or is otherwise subject to their inquiry. These matters could result in censures, fines, penalties or other sanctions.

The Company records a liability when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450, Contingencies. The disclosures, accruals or estimates, if any, resulting from the foregoing analysis are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. Based on information currently available, available insurance coverage, indemnities and established reserves, the Company believes that the outcomes of its legal and regulatory proceedings are not likely, either individually or in the aggregate, to have a material adverse effect on the Company's results of operations, cash flows or its consolidated financial condition. However, in the event of unexpected subsequent developments, and given the inherent unpredictability of these legal and regulatory matters, the Company can provide no assurance that its assessment of any claim, dispute, regulatory examination or investigation or other legal matter will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company's results of operations or cash flows in particular quarterly or annual periods.

15. Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent third-party investments in the Company's CIP and minority interests held in a consolidated ~~majority-owned~~ affiliate. Minority interests held in the affiliate are subject to holder put rights and Company call rights at established multiples of earnings before interest, taxes, depreciation and amortization and, as such, are considered redeemable at other than fair value. The rights are exercisable at pre-established intervals (between four and seven years from their issuance) or upon certain conditions, such as retirement. The put and call rights are not legally detachable or separately exercisable and are deemed to be embedded in the related noncontrolling interests. The Company, in purchasing affiliate equity, has the option to settle in cash or shares of the Company's common stock and is entitled to the cash flow associated with any purchased equity. Minority interests in an affiliate are recorded at estimated redemption value within redeemable noncontrolling interests inon the Company's Condensed Consolidated Balance Sheets, and any changes in the estimated redemption value are recorded inon the Condensed Consolidated Statements of Operations within noncontrolling interests.

Redeemable noncontrolling interests for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 included the following amounts:


(in thousands)	(in thousands)	CIP		Affiliate Noncontrolling Interests		Total		(in thousands)	CIP		Affiliate Noncontrolling Interests		Total
Balances at December 31, 2020		$	28,061	$	87,452	$	115,513
Balances at December 31, 2021								Balances at December 31, 2021	$	12,416	$	126,549	$	138,965

Net income (loss) attributable to noncontrolling interests	Net income (loss) attributable to noncontrolling interests	859		6,575		7,434		Net income (loss) attributable to noncontrolling interests	(749)		2,343		1,594
Changes in redemption value (1)	Changes in redemption value (1)	—		34,378		34,378		Changes in redemption value (1)	—		4,523		4,523
Total net income (loss) attributable to noncontrolling interests	Total net income (loss) attributable to noncontrolling interests	859		40,953		41,812		Total net income (loss) attributable to noncontrolling interests	(749)		6,866		6,117
Net subscriptions (redemptions) and other	Net subscriptions (redemptions) and other	(16,112)		(9,544)		(25,656)		Net subscriptions (redemptions) and other	(2,234)		(4,110)		(6,344)

Balances at September 30, 2021		$	12,808	$	118,861	$	131,669
Balances at March 31, 2022								Balances at March 31, 2022	$	9,433	$	129,305	$	138,738

(1) Relates to noncontrolling interests redeemable at other than fair value.

16. Consolidation

The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. Voting interest entities ("VOEs") are consolidated when the Company is considered to have a controlling financial interest, which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity.

The Company evaluates any variable interest entities ("VIEs") in which the Company has a variable interest for consolidation. A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial ~~support~~support; or (ii) where as a group, the holders of the equity investment at risk do not

~~Table of Contents~~

possess (x) the power through voting or similar rights to direct the activities that most significantly impact the ~~entity’s~~ entity's

Table of Contents

economic ~~performance;~~performance, (y) the obligation to absorb expected losses or the right to receive expected residual returns of the ~~entity;~~entity, or (z) proportionate voting and economic interests and where substantially all of the ~~entity’s~~entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the ~~VIE’s~~VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

In the normal course of its business, the Company sponsors various investment products, some of which are consolidated by the Company. CIP includes both VOEs, made up primarily of open-end funds in which the Company holds a controlling financial interest, and VIEs, which primarily consist of CLOs of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on net income (loss) attributable to ~~stockholders.~~Virtus Investment Partners, Inc. The ~~Company’s~~Company's risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the ~~Company’s~~Company's investments in, and fees generated from, these products.

The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


		As of													As of
		September 30, 2021						December 31, 2020							March 31, 2022						December 31, 2021
		VOEs		VIEs				VOEs		VIEs					VOEs		VIEs				VOEs		VIEs
(in thousands)	(in thousands)			CLOs		Other				CLOs		Other		(in thousands)			CLOs		Other				CLOs		Other
Cash and cash equivalents	Cash and cash equivalents	$	785	$	153,825	$	1,638	$	9,837	$	82,295	$	1,206	Cash and cash equivalents	$	812	$	108,396	$	1,537	$	787	$	205,192	$	1,245
Investments	Investments	24,902		2,085,625		62,746		57,256		2,217,055		58,966		Investments	15,639		2,043,030		59,939		21,544		2,055,107		63,587
Other assets	Other assets	4		26,006		819		1,989		10,484		957		Other assets	91		28,334		832		64		43,327		819
Notes payable	Notes payable	—		(2,083,827)		—		—		(2,190,445)		—		Notes payable	—		(1,978,420)		—		—		(2,033,617)		—
Securities purchased payable and other liabilities	Securities purchased payable and other liabilities	(648)		(103,035)		(1,007)		(2,566)		(42,940)		(323)		Securities purchased payable and other liabilities	(500)		(120,336)		(510)		(558)		(184,214)		(296)
Noncontrolling interests	Noncontrolling interests	(6,487)		(8,813)		(6,321)		(24,707)		(9,799)		(3,354)		Noncontrolling interests	(2,186)		(7,806)		(7,247)		(4,935)		(8,350)		(7,481)
Net interests in CIP	Net interests in CIP	$	18,556	$	69,781	$	57,875	$	41,809	$	66,650	$	57,452	Net interests in CIP	$	13,856	$	73,198	$	54,551	$	16,902	$	77,445	$	57,874

Consolidated CLOs

The majority of the Company's CIP that are VIEs are CLOs. At ~~September 30, 2021,~~March 31, 2022, the Company consolidated 6 CLOs. The financial information of certain CLOs is included on the Company's condensed consolidated financial statements on a one-month lag based upon the availability of ~~the fund's~~their financial information. A majority-owned consolidated private fund, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, is also included.

Investments of CLOs

The CLOs held investments of ~~$2.1~~$2.0 billion at ~~September 30, 2021~~March 31, 2022 consisting of bank loan investments, which comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries. These bank loan investments mature at various dates between 2022 and 2029 and pay interest at LIBOR plus a spread of up to ~~10.00%~~10.0%. The CLOs may elect to reinvest any prepayments received on bank loan investments up until the periods between October 2019 and ~~March 2025,~~October 2026, depending on the CLO. Generally, subsequent prepayments received after the reinvestment period must be used to pay down the note obligations. At ~~September 30, 2021,~~March 31, 2022, the fair value of the senior bank loans was less than the unpaid principal balance by ~~$36.9~~$52.4 million. At ~~September 30, 2021,~~March 31, 2022, there were no material collateral assets in default.

Notes Payable of CLOs

The CLOs held notes payable with a total value, at par, of ~~$2.3~~$2.2 billion at ~~September 30, 2021,~~March 31, 2022, consisting of senior secured floating rate notes payable with a par value of $2.0 billion and subordinated notes with a par value of ~~$225.9~~$233.7 million. These note obligations bear interest at variable rates based on LIBOR plus a pre-defined spread ranging from 0.8% to ~~8.7%~~8.9%. The principal amounts outstanding of these note obligations mature on dates ranging from October 2027 to ~~January 2033.~~

~~Table of Contents~~

October 2034.

The ~~Company’s~~Company's beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial

Table of Contents

interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, Consolidation (Topic 810) ("("ASU 2014-13"), results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at ~~September 30, 2021,~~March 31, 2022, as shown in the table below:





	(in thousands)
Subordinated notes	$	~~68,564~~71,253
Accrued investment management fees	~~1,217~~1,945
Total ~~beneficial interests~~Beneficial Interests	$	~~69,781~~73,198

The following table represents income and expenses of the consolidated CLOs included on the Company’s Condensed Consolidated Statements of Operations for the period indicated:


	Three Months Ended March 31, 2022
	(in thousands)		~~Nine Months Ended September 30, 2021~~
Income:
Realized and unrealized gain (loss), net	$	~~(6,382)~~(7,675)
Interest income	~~66,389~~19,380

Total ~~income~~Income	~~60,007~~11,705

Expenses:
Other operating expenses	~~1,299~~585
Interest expense	~~42,342~~12,088
Total ~~expense~~Expense	~~43,641~~12,673
Noncontrolling interests	~~(719)~~57
Net Income ~~(loss) attributable~~(Loss) Attributable to CIP	$	~~15,647~~(911)

As summarized in the table below, the application of the measurement alternative as prescribed by ASU 2014-13 results in the consolidated net income summarized above to be equivalent to the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:

Three Months Ended March 31, 2022

(in thousands)

~~Nine Months Ended September 30, 2021~~

Distributions received and unrealized gains (losses) on the subordinated notes held by the Company

~~8,720~~ (3,042)

Investment management fees

~~6,927~~2,131

Total ~~economic interests~~Economic Interests

~~15,647~~(911)

Table of Contents

Fair Value Measurements of CIP

The assets and liabilities of CIP measured at fair value on a recurring basis as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 by fair value hierarchy level were as follows:

As of ~~September 30, 2021~~March 31, 2022


(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
Cash equivalents	Cash equivalents	$	153,825	$	—	$	—	$	153,825	Cash equivalents	$	108,396	$	—	$	—	$	108,396
Debt investments	Debt investments	293		2,094,852		45,855		2,141,000		Debt investments	122		2,053,468		40,950		2,094,540
Equity investments	Equity investments	27,787		3,754		732		32,273		Equity investments	18,061		4,644		1,363		24,068

Total assets measured at fair value	Total assets measured at fair value	$	181,905	$	2,098,606	$	46,587	$	2,327,098	Total assets measured at fair value	$	126,579	$	2,058,112	$	42,313	$	2,227,004
Liabilities	Liabilities									Liabilities
Notes payable	Notes payable	$	—	$	2,083,827	$	—	$	2,083,827	Notes payable	$	—	$	1,978,420	$	—	$	1,978,420

Short sales	Short sales	560		—		—		560		Short sales	459		—		—		459
Total liabilities measured at fair value	Total liabilities measured at fair value	$	560	$	2,083,827	$	—	$	2,084,387	Total liabilities measured at fair value	$	459	$	1,978,420	$	—	$	1,978,879

As of December 31, ~~2020~~2021


(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
Cash equivalents	Cash equivalents	$	82,295	$	—	$	—	$	82,295	Cash equivalents	$	205,192	$	—	$	—	$	205,192
Debt investments	Debt investments	16,859		2,219,199		53,368		2,289,426		Debt investments	273		2,107,736		2,695		2,110,704
Equity investments	Equity investments	38,468		3,856		814		43,138		Equity investments	26,111		2,961		462		29,534
Derivatives		858		1,227		—		2,085

Total assets measured at fair value	Total assets measured at fair value	$	138,480	$	2,224,282	$	54,182	$	2,416,944	Total assets measured at fair value	$	231,576	$	2,110,697	$	3,157	$	2,345,430
Liabilities	Liabilities									Liabilities
Notes payable	Notes payable	$	—	$	2,190,445	$	—	$	2,190,445	Notes payable	$	—	$	2,033,617	$	—	$	2,033,617
Derivatives		714		757		—		1,471

Short sales	Short sales	520		—		—		520		Short sales	515		—		—		515
Total liabilities measured at fair value	Total liabilities measured at fair value	$	1,234	$	2,191,202	$	—	$	2,192,436	Total liabilities measured at fair value	$	515	$	2,033,617	$	—	$	2,034,132

The following is a discussion of the valuation methodologies used for the assets and liabilities of the Company’s CIP measured at fair value:

Cash equivalents represent investments in money market funds. Cash investments in money market funds are valued using published net asset values and are classified as Level 1.

Debt and equity investments represent the underlying debt, equity and other securities held in CIP. Equity investments are valued at the official closing price on the exchange on which the securities are traded and are generally categorized within Level 1. Level 2 investments represent most debt securities, including bank loans and certain equity securities (including non-U.S. securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments, which are included as debt investments, are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. In certain instances, fair value has been determined utilizing discounted cash flow analyses or single broker non-binding quotes. Depending on the nature of the inputs, these assets are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. Level 3 investments include debt and equity securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security.

~~Table of Contents~~

Derivative assets and liabilities represent futures contracts, swaps contracts, option contracts and forward contracts held in CIP. Derivative instruments in an asset position are classified as other assets of CIP on the Condensed Consolidated Balance Sheets. Derivative instruments in a liability position are classified as liabilities of CIP within the Condensed Consolidated Balance Sheets. The change in fair value of such derivatives is recorded in realized and unrealized gain (loss) on investments of CIP, net, on the Condensed Consolidated Statements of Operations. Depending on the nature of the inputs, these derivative assets and liabilities are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. In connection with entering into these derivative contracts, these CIP may be required to pledge an amount of cash equal to the appropriate "initial margin" requirements. The cash pledged or on deposit is recorded on the Condensed Consolidated Balance Sheets of the Company as Cash pledged or on deposit of CIP. The fair value of such derivatives at December 31, 2020, was immaterial. There were no derivative assets or liabilities held at September 30, 2021.

Notes payable represent notes issued by CIP CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent

Table of Contents

compensation for services. The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment.

Short sales are transactions in which a security is sold that is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded on the Condensed Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security.

The securities purchase payable at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 approximated fair value due to the short-term nature of the instruments.

The following table is a reconciliation of assets of CIP for Level 3 investments for which significant unobservable inputs were used to determine fair value:


		Nine Months Ended September 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021
Balance at beginning of period	Balance at beginning of period	$	54,182	$	40,422	Balance at beginning of period	$	3,157	$	54,182
Realized gains (losses), net	Realized gains (losses), net	(209)		5		Realized gains (losses), net	4		40
Change in unrealized gains (losses), net	Change in unrealized gains (losses), net	1,580		(335)		Change in unrealized gains (losses), net	(20)		1,836

Purchases	Purchases	8,267		1,137		Purchases	—		28

Amortization	Amortization	78		9		Amortization	0		61
Sales	Sales	(31,501)		(1,256)		Sales	(4)		(9,040)
Transfers to Level 2	Transfers to Level 2	(54,445)		(50,463)		Transfers to Level 2	(1,626)		(35,985)
Transfers from Level 2	Transfers from Level 2	68,635		25,643		Transfers from Level 2	40,802		16,444
Balance at end of period (1)	Balance at end of period (1)	$	46,587	$	15,162	Balance at end of period (1)	$	42,313	$	27,566

(1)The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. Transfers between Level 2 and Level 3 were due to trading activities at period end.

Nonconsolidated VIEs

The Company serves as the collateral manager for other collateralized loan and collateralized bond obligations (collectively, "CDOs") that are not consolidated. The assets and liabilities of these CDOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership of, nor holds any notes issued by, the CDOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CDOs did not represent a variable interest since (i) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services, (ii) the Company does not hold other interests in the CDOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CDOs' expected losses or receive more than an insignificant amount of the CDOs' expected residual return, and (iii) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length.

The Company has interests in certain other VIEs that the Company does not consolidate as it is not the primary

~~Table of Contents~~

beneficiary since its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. At ~~September 30, 2021,~~March 31, 2022, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was ~~$30.6~~$31.3 million.

~~17. Subsequent Event~~

~~Westchester Capital Management~~

On October 1, 2021, the Company completed its previously announced acquisition of Westchester Capital Management ("Westchester"). The initial purchase price payment of $135.0 million was made at closing and an additional $20.0 million payment is due near year end, subject to retention of revenue levels, which is expected. Due to the limited time since the closing, the related acquisition accounting is incomplete at this time.

1918

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements that are not historical facts, including statements about our beliefs or expectations, are "forward-looking statements." These statements may be identified by such forward-looking terminology as "expect," "estimate," "intent," "plan," "intend," "believe," "anticipate," "may," "will," "should," "could," "continue," "project," "opportunity," "predict," "would," "potential," "future," "forecast," "guarantee," "assume," "likely," "target" or similar statements or variations of such terms.

Our forward-looking statements are based on a series of expectations, assumptions and projections about the Company and the markets in which we operate, are not guarantees of future results or performance, and involve substantial risks and uncertainty, including assumptions and projections concerning our assets under management, net asset inflows and outflows, operating cash flows, business plans and ability to borrow, for all future periods. All forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date of this Quarterly Report on Form 10-Q only.

We can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may differ materially. We do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If there are any future public statements or disclosures by us that modify or impact any of the forward-looking statements contained in or accompanying this Quarterly Report on Form 10-Q, such statements or disclosures will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our ~~2020~~2021 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, ~~as well as the following risks and uncertainties~~ resulting from: (i) any reduction in our assets under management; (ii) general domestic and global economic, political, and pandemic conditions; (iii) inability to achieve the expected benefits of our strategic transactions; (iv) the ~~on-going~~ effects of the on-going COVID-19 pandemic and associated global economic disruptions; (v) withdrawal, renegotiation or termination of investment advisory agreements; (vi) damage to our reputation; (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 developments related to unaffiliated subadvisers; (xi) negative changes in key distribution relationships; (xii) interruptions in or failure to provide critical technological service by us or third parties; (xiii) loss on our investments; (xiv) lack of sufficient capital on satisfactory terms; (xv) adverse regulatory and legal developments; (xvi) failure to comply with investment guidelines or other contractual requirements; (xvii) adverse civil litigation and government investigations or proceedings; (xviii) unfavorable changes in tax laws or limitations; (xix) volatility associated with our common stock; (xx) inability to make quarterly common stock dividends; (xxi) certain corporate governance provisions in our charter and bylaws; (xxii) losses or costs not covered by insurance; (xxiii) impairment of goodwill or intangible assets; and other risks and uncertainties. Any occurrence of, or any material adverse change in, one or more risk factors or risks and uncertainties referred to above, in our ~~2020~~2021 Annual Report on Form 10-K, this Quarterly Report on Form 10-Q and our other periodic reports filed with the Securities and Exchange Commission (the "SEC") could materially and adversely affect our operations, financial results, cash flows, prospects and liquidity.

Certain other factors that may impact our continuing operations, prospects, financial results and liquidity, or that may cause actual results to differ from such forward-looking statements, are discussed or included in the Company’s periodic reports filed with the SEC and are available on our website at www.virtus.com under "Investor Relations." You are urged to carefully consider all such factors.

Overview

Our Business

We provide investment management and related services to individuals and institutions. We use a multi-manager, multi-style approach, offering investment strategies from affiliated managers, each having its own distinct investment style, autonomous investment process and individual ~~brand.~~brand, as well as from select unaffiliated subadvisers. By offering a broad array of products, we believe we can appeal to a greater number of investors and have offerings across market cycles and through changes in investor preferences. Our earnings

~~Table of Contents~~

are primarily driven by asset-based fees charged for services relating to these various products, including investment management, fund administration, distribution, and shareholder services.

Table of Contents

We offer investment strategies for individual and institutional investors in different ~~product structures~~investment products and through multiple distribution channels. Our investment strategies are available in a diverse range of styles and disciplines, managed by ~~a collection of~~ differentiated investment managers. We have offerings in various asset classes (equity, fixed income, multi-asset and alternative), geographies (domestic, global, international and emerging), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental, quantitative and ~~thematic)~~specialty). Our retail products include open-end funds, ~~and exchange traded funds ("ETFs") as well as~~ closed-end funds and retail separate accounts. Our institutional products are offered through separate accounts and pooled or commingled structures to a variety of institutional clients. We also provide subadvisory services to other investment advisers and serve as the collateral manager for structured products.

We distribute our open-end funds ~~and ETFs~~ principally through financial intermediaries. We have broad distribution access in the US 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 sales efforts are supported by regional sales professionals, a national account relationship group, and separate teams for ETFs and the retirement and insurance channels. WeIn addition, we leverage third-party distributors for ~~offshore~~global products ~~and~~sold in the US retail market as well as in certain international jurisdictions. Our retail separate accounts are distributed through financial intermediaries and directly to private clients by teams at an affiliated manager.

Our institutional services are marketed through relationships with consultants as well as directly to clients. We target key market segments, including foundations and endowments, corporate, public and private pension plans, and subadvisory relationships.

~~COVID-19 Impact~~

The novel coronavirus global pandemic ("COVID-19") significantly impacted the global economy and financial markets, creating uncertainty, market volatility and dislocation. To contain COVID-19 in the U.S., or slow its spread, the federal government and nearly every state enacted varying degrees of social containment measures, restricting business and related activities, closing borders, and restricting travel. Governments around the world responded to the impact of COVID-19 with economic stimulus measures. Despite the general recovery of the financial markets, particularly domestic equity securities, the timing and magnitude of the economic recovery, as well as the sustainability of the financial markets recovery, continues to be uncertain.

Financial Highlights

▪Net income per diluted share was ~~$7.36~~$4.22 in the ~~third~~first quarter of ~~2021, an increase~~2022, a decrease of ~~$3.65,~~$0.32, or ~~98.3%~~7.0%, as compared to net income per diluted share of ~~$3.71~~$4.54 in the ~~third~~first quarter of ~~2020.~~2021.

▪Total sales were ~~$7.6~~$9.4 billion in the ~~third~~first quarter of ~~2021,~~2022, a decrease of ~~$0.3~~$1.2 billion, or ~~3.2%~~11.1%, from ~~$7.9~~$10.6 billion in the ~~third~~first quarter of ~~2020.~~2021. Net flows were ~~$(0.6)~~$(2.0) billion in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$1.3~~$2.5 billion in the ~~third~~first quarter of ~~2020.~~2021.

▪Assets under management were ~~$177.3~~$183.3 billion at ~~September 30, 2021,~~March 31, 2022, an increase of ~~$60.8~~$14.5 billion, or ~~52.2%~~8.6%, from ~~September 30, 2020.~~March 31, 2021.

Stone Harbor Investment Partners

On January 1, 2022, the Company completed its acquisition of Stone Harbor Investment Partners LLC ("Stone Harbor"), a premier manager of emerging markets debt, multi-asset credit, global corporate, and other strategies with $14.7 billion of assets under management at December 31, 2021.

Westchester Capital Management

On October 1, 2021, the Company completed its acquisition of Westchester Capital Management ("Westchester"), a recognized leader in global event-driven strategies with $5.1 billion of assets under management.

AllianzGI Strategic Partnership

On February 1, 2021, the Company ~~completed the actions necessary to finalize~~finalized a strategic partnership with Allianz Global Investors U.S. LLC ("AllianzGI"), pursuant to which NFJ Investment Group ("NFJ") was established as a new affiliated investment manager, and the Company became the investment adviser, distributor and/or administrator for $29.5 billion of AllianzGI's open-end, closed-end, institutional and retail separate account assets (the "AGI ~~Transaction"~~Relationship", together with Westchester and Stone Harbor, the "Transactions").

Assets Under Management

At March 31, 2022, total assets under management were $183.3 billion, representing an increase of $14.5 billion, or 8.6%, from March 31, 2021, and a decrease of $3.8 billion, or 2.1%, from December 31, 2021. The increase from March 31, 2021 included $19.8 billion from the addition of Stone Harbor and Westchester, ~~Capital Management~~partially offset by $1.8 billion of negative market performance and $1.0 billion of net outflows. The decrease from December 31, 2021 was due to $16.5 billion in negative market performance and $2.0 billion of net outflows, partially offset by $14.7 billion from Stone Harbor.

On October 1, 2021, the Company completed its previously announced acquisition of Westchester Capital Management ("Westchester"), a recognized leader in global event-driven strategies with $5.1 billion of assets under management. The initial purchase price payment of $135.0 million was made at closing and an additional $20.0 million

2120

Table of Contents

~~payment is due near year end, subject to retention of revenue levels,~~Other Fee Earning Assets

Other fee earning assets include assets for which ~~is expected.~~

~~Agreement with Stone Harbor Investment Partners~~

~~On June 25, 2021,~~we provide services for an asset-based fee but do not serve as the Company entered into an agreement to acquire Stone Harbor Investment Partners LP ("Stone Harbor"). The transaction is expected to close near the end of 2021, subject to customary closing conditions and approvals, including by fund shareholders.

~~Assets Under Management~~

~~At September 30, 2021, total~~investment adviser. Other fee earning assets are not included in our assets under ~~management were $177.3 billion, representing an increase of $60.8 billion, or 52.2%, from September 30, 2020, and an increase of $45.1 billion, or 34.1%, from~~management. At December 31, 2020. The increase in total assets under management from September 30, 2020 included $26.5 billion of positive market performance, $29.5 billion from the AGI Transaction and $5.9 billion of positive net flows. The change in total assets under management from December 31, 2020 was due to the increase from the AGI Transaction, $13.0 billion of positive market performance and $3.2 billion of positive net flows. In addition, at September 30, 2021, we had ~~$3.7~~$3.5 billion of other fee earning assets.

Operating Results

In the ~~third~~first quarter of 2022, total revenues increased 16.4% to $252.4 million from $216.9 million in the first quarter of 2021, ~~total revenues increased 62.8% to $252.1 million from $154.8 million in the third quarter of 2020,~~ primarily as a result of higher average assets under management ~~in open-end funds~~ as a result of ~~positive market performance, positive net flows and~~ the assets from the ~~AGI Transaction.~~Transactions. Operating income increased ~~$52.3~~$3.4 million to ~~$93.3~~$65.6 million in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$41.0~~$62.1 million in the ~~third~~first quarter of ~~2020,~~2021, primarily due to the same factors previously mentioned.

Assets Under Management by Product

The following table summarizes our assets under management by product:


		As of September 30,				Change					As of March 31,				Change
(in millions)	(in millions)	2021		2020		$		%		(in millions)	2022		2021		$		%
Open-End Funds (1) (2)		$	73,044	$	44,574	$	28,470	63.9	%
Open-End Funds (1)										Open-End Funds (1)	$	73,149	$	73,185	$	(36)	0.0	%
Closed-End Funds	Closed-End Funds	11,721		5,629		6,092		108.2	%	Closed-End Funds	12,060		11,664		396		3.4	%
Exchange Traded Funds		1,321		543		778		143.3	%
Retail Separate Accounts	Retail Separate Accounts	41,528		24,727		16,801		67.9	%	Retail Separate Accounts	40,824		37,244		3,580		9.6	%
Institutional Accounts (2)	Institutional Accounts (2)	45,882		36,851		9,031		24.5	%	Institutional Accounts (2)	57,309		46,787		10,522		22.5	%
Structured Products		3,809		4,163		(354)		(8.5)	%

Total	Total	$	177,305	$	116,487	$	60,818	52.2	%	Total	$	183,342	$	168,880	$	14,462	8.6	%
Average Assets Under Management (3)	Average Assets Under Management (3)	$	168,934	$	105,651	$	63,283	59.9	%	Average Assets Under Management (3)	$	190,106	$	154,344	$	35,762	23.2	%

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

(2)~~Includes ultra-short strategies previously included in a separate liquidity strategy. Prior period amounts have been recast to conform to the current year presentation.~~

~~(3)Averages for the nine-month period ended September 30 were calculated as follows:~~

–~~Funds - average daily or weekly balances~~

–~~Retail Separate Accounts - average of quarterly beginning balances~~

–~~Institutional Accounts and Structured Products - average of month-end balances~~

~~Table of Contents~~

~~Asset Flows by Product~~

~~The following table summarizes asset flows by product:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(in millions) 2021 2020 2021 2020
Open-End Funds (1) (2)
Beginning balance $ 75,333 $ 41,144 $ 50,771 $ 43,824
Inflows 3,635 3,997 14,231 12,770
Outflows (5,103) (3,501) (15,348) (13,363)
Net flows (1,468) 496 (1,117) (593)
Market performance (745) 3,006 3,854 1,528
Other (3) (76) (72) 19,536 (185)
Ending balance $ 73,044 $ 44,574 $ 73,044 $ 44,574
Closed-End Funds
Beginning balance $ 11,993 $ 5,639 $ 5,914 $ 6,748
Inflows 3 15 3 20
Outflows — — — —
Net flows 3 15 3 20
Market performance (114) 54 505 (751)
Other (3) (161) (79) 5,299 (388)
Ending balance $ 11,721 $ 5,629 $ 11,721 $ 5,629
Exchange Traded Funds
Beginning balance $ 1,260 $ 541 $ 837 $ 1,156
Inflows 174 60 581 220
Outflows (65) (35) (234) (408)
Net flows 109 25 347 (188)
Market performance (30) (12) 172 (380)
Other (3) (18) (11) (35) (45)
Ending balance $ 1,321 $ 543 $ 1,321 $ 543
Retail Separate Accounts
Beginning balance $ 40,578 $ 22,054 $ 29,751 $ 20,414
Inflows 2,003 1,727 6,975 4,271
Outflows (1,231) (617) (2,960) (2,046)
Net flows 772 1,110 4,015 2,225
Market performance 178 1,591 4,229 2,111
Other (3) — (28) 3,533 (23)
Ending balance $ 41,528 $ 24,727 $ 41,528 $ 24,727
Institutional Accounts (2)
Beginning balance $ 45,604 $ 34,819 $ 40,861 $ 32,859
Inflows 1,808 2,075 5,994 6,715
Outflows (1,727) (2,381) (5,779) (5,825)
Net flows 81 (306) 215 890
Market performance 222 2,473 4,155 3,203
Other (3) (25) (135) 651 (101)
Ending balance $ 45,882 $ 36,851 $ 45,882 $ 36,851
Structured Products
Beginning balance $ 3,870 $ 4,264 $ 4,060 $ 3,903
Inflows — — — 491
Outflows (69) (69) (266) (184)
Net flows (69) (69) (266) 307
Market performance 36 10 104 82
Other (3)
(28) (42) (89) (129)
Ending balance $ 3,809 $ 4,163 $ 3,809 $ 4,163

~~Table of Contents~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(in millions) 2021 2020 2021 2020
Total
Beginning balance $ 178,638 $ 108,461 $ 132,194 $ 108,904
Inflows 7,623 7,874 27,784 24,487
Outflows (8,195) (6,603) (24,587) (21,826)
Net flows (572) 1,271 3,197 2,661
Market performance (453) 7,122 13,019 5,793
Other (3) (308) (367) 28,895 (871)
Ending balance $ 177,305 $ 116,487 $ 177,305 $ 116,487

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

~~(2)Includes ultra-short strategies previously included in a separate liquidity strategy.~~commingled accounts including structured products.

(3)Represents open-end and closed-end fund distributions net of reinvestments, the net change in assets from cash management 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.

~~Assets Under Management by Asset Class~~

~~The following table summarizes our assets under management by asset class:~~

As of September 30, Change % of Total
(in millions) 2021 2020 $ % 2021 2020
Asset Class
Equity $ 112,732 $ 72,811 $ 39,921 54.8 % 63.6 % 62.5 %
Fixed income (1) 35,240 28,273 6,967 24.6 % 19.9 % 24.3 %
Multi-asset (2) 23,641 11,105 12,536 112.9 % 13.3 % 9.5 %
Alternatives (3) 5,692 4,298 1,394 32.4 % 3.2 % 3.7 %
Total $ 177,305 $ 116,487 $ 60,818 52.2 % 100.0 % 100.0 %

~~(1)Includes ultra-short strategies previously included in a separate liquidity strategy.~~

~~(2)Includes strategies with substantial holdings in at least two of the following asset classes: equity, fixed income and alternatives.~~

~~(3)Includes real estate securities, infrastructure, mid-stream energy, long/short, and options strategies.~~

~~Table of Contents~~

~~Average Assets Under Management and Average Basis Points~~

~~The following table summarizes the average management fees earned in basis points and average assets under management:~~

Three Months Ended September 30,
Average Fee Earned
(expressed in basis points) Average Assets Under
Management
(in millions) (2)
2021 2020 2021 2020
Products
Open-End Funds (1) 46.3 50.4 $ 75,073 $ 43,603
Closed-End Funds 56.2 62.1 12,091 5,742
Exchange Traded Funds 10.4 6.5 1,295 549
Retail Separate Accounts 44.0 45.7 40,578 22,054
Institutional Accounts 31.0 31.5 46,739 36,771
Structured Products 35.1 34.2 3,803 4,171
All Products 42.0 43.1 $ 179,579 $ 112,890
Nine Months Ended September 30,
Average Fee Earned
(expressed in basis points) Average Assets Under
Management
(in millions) (2)
2021 2020 2021 2020
Products
Open-End Funds (1) 46.9 49.5 $ 71,816 $ 41,258
Closed-End Funds 55.8 62.2 11,122 5,944
Exchange Traded Funds 10.7 7.5 1,114 689
Retail Separate Accounts 44.6 47.7 36,647 20,043
Institutional Accounts 31.6 30.6 44,347 33,508
Structured Products 38.0 31.6 3,888 4,209
All Products 42.5 42.9 $ 168,934 $ 105,651

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

~~(2)~~Averages are calculated as follows:

–Funds - average daily or weekly balances

–Retail Separate Accounts - ~~average of quarterly beginning balances~~prior-quarter ending balance

–Institutional Accounts - average of month-end balances

Table of Contents

Asset Flows by Product

The following table summarizes asset flows by product:


	Three Months Ended March 31,
(in millions)	2022		2021
Open-End Funds (1)
Beginning balance	$	78,706	$	51,608
Inflows	4,956		6,028
Outflows	(8,378)		(5,335)
Net flows	(3,422)		693
Market performance	(6,907)		1,228
Other (2)	4,772		19,656
Ending balance	$	73,149	$	73,185

Closed-End Funds
Beginning balance	$	12,068	$	5,914
Inflows	8		—
Outflows	—		—
Net flows	8		—
Market performance	(196)		105
Other (2)	180		5,645
Ending balance	$	12,060	$	11,664


Retail Separate Accounts
Beginning balance	$	44,538	$	29,751
Inflows	2,022		2,699
Outflows	(1,394)		(896)
Net flows	628		1,803
Market performance	(4,342)		2,141
Other (2)	—		3,549
Ending balance	$	40,824	$	37,244

Institutional Accounts (3)
Beginning balance	$	51,874	$	44,921
Inflows	2,449		1,884
Outflows	(1,623)		(1,868)
Net flows	826		16
Market performance	(5,012)		1,216
Other (2)	9,621		634
Ending balance	$	57,309	$	46,787


















Total
Beginning balance	$	187,186	$	132,194
Inflows	9,435		10,611
Outflows	(11,395)		(8,099)
Net flows	(1,960)		2,512
Market performance	(16,457)		4,690
Other (2)	14,573		29,484
Ending balance	$	183,342	$	168,880

(1)Represents assets under management of U.S. retail funds, global funds, ETFs and ~~Structured Products~~variable insurance funds.

(2)Represents open-end and closed-end fund distributions net of reinvestments, the net change in assets from cash management strategies, and the impact of non-sales related activities such as asset acquisitions/(dispositions), seed capital investments/(withdrawals), current income or capital returned by structured products and the use of leverage.

(3)Represents assets under management of institutional separate and commingled accounts including structured products.

Table of Contents

Assets Under Management by Asset Class

The following table summarizes assets under management by asset class:


	As of March 31,				Change				% of Total
(in millions)	2022		2021		$		%		2022		2021
Asset Class
Equity	$	102,989	$	106,183	$	(3,194)	(3.0)	%	56.2	%	62.9	%
Fixed income	45,418		35,069		10,349		29.5	%	24.8	%	20.8	%
Multi-asset (1)	23,415		22,498		917		4.1	%	12.8	%	13.3	%
Alternatives (2)	11,520		5,130		6,390		124.6	%	6.2	%	3.0	%
Total	$	183,342	$	168,880	$	14,462	8.6	%	100.0	%	100.0	%

(1) Includes strategies with substantial holdings in at least two of the following asset classes: equity, fixed income, and alternatives.

(2) Consists of event-driven, real estate securities, infrastructure, long/short and other strategies.

Average Assets Under Management and Average Fees Earned

The following table summarizes the average management fees earned in basis points and average assets under management:


	Three Months Ended March 31,
	Average Fee Earned (expressed in basis points)		Average Assets Under Management (in millions) (3)
	2022	2021	2022		2021
Products
Open-End Funds (1)	46.5	47.5	$	75,537	$	67,137
Closed-End Funds	58.4	56.2	11,762		9,340
Retail Separate Accounts	43.6	45.7	44,538		32,118
Institutional Accounts (2)	31.5	32.1	58,269		45,749


All Products	41.9	43.1	$	190,106	$	154,344

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

(2)Represents assets under management of institutional separate and commingled accounts including structured products.

(3)Averages are calculated as follows:

–Funds - average daily or weekly balances

–Retail Separate Accounts - prior-quarter ending balance

–Institutional Accounts - average of month-end balances

Average fees earned represent investment management fees, ~~before~~net of revenue-related adjustments, divided by average net assets, excluding the impact of consolidation of investment products ("CIP") ~~and are net of revenue related adjustments divided by average net assets. Revenue related~~. Revenue-related adjustments are based on specific agreements and reflect the portion of investment management fees passed-through to third-party client intermediaries for services to investors in sponsored investment products. Fund fees are calculated based on average daily or weekly net assets. Retail separate account fees are calculated based on the end of the preceding or current quarter’s asset values or on an average of month-end balances. Institutional account fees are calculated based on an average of month-end balances, oran average of current quarter’s asset ~~values. Structured product fees are calculated based~~values or on a combination of the underlying cash flows and the principal value of the product. Average fees earned will vary based on several factors, including the asset mix and expense reimbursements to the funds.

The average fee rate earned on all products for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 decreased by ~~1.1 and 0.4~~1.2 basis points ~~respectively,~~ compared to the same ~~periods~~period in the prior year primarily due to lower fee rates earned on the assets under management acquired from the AGI ~~Transaction.~~Relationship and Stone Harbor.

2523

Table of Contents

Results of Operations

Summary Financial Data

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2021 2020 2021 vs. 2020 % 2021 2020 2021 vs. 2020 %
Investment management fees $ 201,133 $ 129,785 $ 71,348 55.0 % $ 567,912 $ 360,623 $ 207,289 57.5 %
Other revenue 50,931 25,005 25,926 103.7 % 145,060 71,627 73,433 102.5 %
Total revenues 252,064 154,790 97,274 62.8 % 712,972 432,250 280,722 64.9 %
Total operating expenses 158,782 113,781 45,001 39.6 % 471,137 340,017 131,120 38.6 %
Operating income (loss) 93,282 41,009 52,273 127.5 % 241,835 92,233 149,602 162.2 %
Other income (expense), net (2,304) 6,177 (8,481) (137.3) % 1,738 (9,859) 11,597 (117.6) %
Interest income (expense), net 7,356 5,726 1,630 28.5 % 20,626 5,622 15,004 266.9 %
Income (loss) before income taxes 98,334 52,912 45,422 85.8 % 264,199 87,996 176,203 200.2 %
Income tax expense (benefit) 25,823 11,978 13,845 115.6 % 63,377 29,847 33,530 112.3 %
Net income (loss) 72,511 40,934 31,577 77.1 % 200,822 58,149 142,673 245.4 %
Noncontrolling interests (13,775) (11,286) (2,489) 22.1 % (42,531) (21,507) (21,024) 97.8 %
Net Income (Loss) Attributable to Virtus Investment Partners, Inc. $ 58,736 $ 29,648 $ 29,088 98.1 % $ 158,291 $ 36,642 $ 121,649 332.0 %


	Three Months Ended March 31,
(in thousands)	2022		2021		2022 vs. 2021		%
Investment management fees	$	206,817	$	173,269	$	33,548	19.4	%
Other revenue	45,623		43,628		1,995		4.6	%
Total revenues	252,440		216,897		35,543		16.4	%
Total operating expenses	186,888		154,755		32,133		20.8	%
Operating income (loss)	65,552		62,142		3,410		5.5	%
Other income (expense), net	(16,039)		(2,025)		(14,014)		692.0	%
Interest income (expense), net	6,341		7,250		(909)		(12.5)	%
Income (loss) before income taxes	55,854		67,367		(11,513)		(17.1)	%
Income tax expense (benefit)	16,735		15,153		1,582		10.4	%
Net income (loss)	39,119		52,214		(13,095)		(25.1)	%
Noncontrolling interests	(6,060)		(15,626)		9,566		(61.2)	%


Net Income (Loss) Attributable to Virtus Investment Partners, Inc.	$	33,059	$	36,588	$	(3,529)	(9.6)	%
Earnings (loss) per share-diluted	$	4.22	$	4.54	$	(0.32)	(7.0)	%

Revenues

Revenues by source were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2021 2020 2021 vs. 2020 % 2021 2020 2021 vs. 2020 %
Investment management fees
Open-end funds $ 99,278 $ 63,458 $ 35,820 56.4 % $ 284,945 $ 176,584 $ 108,361 61.4 %
Closed-end funds 17,116 8,959 8,157 91.0 % 46,451 27,695 18,756 67.7 %
Retail separate accounts 46,625 26,412 20,213 76.5 % 126,612 74,524 52,088 69.9 %
Institutional accounts 36,728 29,048 7,680 26.4 % 104,948 76,571 28,377 37.1 %
Structured products 953 1,297 (344) (26.5) % 3,797 3,288 509 15.5 %
Other products 433 611 (178) (29.1) % 1,159 1,961 (802) (40.9) %
Total investment management fees 201,133 129,785 71,348 55.0 % 567,912 360,623 207,289 57.5 %
Distribution and service fees 23,293 9,797 13,496 137.8 % 67,091 28,146 38,945 138.4 %
Administration and shareholder service fees 26,479 15,114 11,365 75.2 % 74,916 43,056 31,860 74.0 %
Other income and fees 1,159 94 1,065 NM 3,053 425 2,628 618.4 %
Total revenues $ 252,064 $ 154,790 $ 97,274 62.8 % $ 712,972 $ 432,250 $ 280,722 64.9 %

~~NM = Not Meaningful~~


	Three Months Ended March 31,
(in thousands)	2022		2021		2022 vs. 2021		%
Investment management fees
Open-end funds	$	97,377	$	89,120	$	8,257	9.3	%
Closed-end funds	16,940		12,940		4,000		30.9	%

Retail separate accounts	49,603		37,512		12,091		32.2	%
Institutional accounts	41,991		32,438		9,553		29.5	%
Structured products	906		1,259		(353)		(28.0)	%


Total investment management fees	206,817		173,269		33,548		19.4	%
Distribution and service fees	20,007		20,348		(341)		(1.7)	%
Administration and shareholder service fees	24,344		22,560		1,784		7.9	%
Other income and fees	1,272		720		552		76.7	%
Total revenues	$	252,440	$	216,897	$	35,543	16.4	%

Investment Management Fees

Investment management fees are earned based on a percentage of assets under management and are paid pursuant to the terms of the respective investment management contracts, which generally require monthly or quarterly payments. Investment management fees increased by ~~$71.3~~$33.5 million, or ~~55.0%, and $207.3 million, or 57.5%~~19.4%, for the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior year. The increase in investment management fees ~~during the three- and nine-month periods ended September 30, 2021~~ was due to an increase in average assets

~~Table of Contents~~

under management of ~~$66.7~~$35.8 billion, or ~~59.1% and $63.3 million, or 59.9%, respectively, primarily~~23.2% as a result of ~~market performance and~~ the ~~AGI Transaction.~~Transactions.

Distribution and Service Fees

Distribution and service fees are sales- and asset-based fees earned from open-end funds for marketing and distribution services. Distribution and service fees ~~increased~~decreased by ~~$13.5~~$0.3 million, or ~~137.8%, and $38.9 million, or 138.4%~~1.7%, for the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior year, due primarily to ~~higher average assets~~lower sales for open-end funds in share classes that have distribution and service fees primarily as a result of market performance and ~~the AGI Transaction.~~net outflows.

Table of Contents

Administration and Shareholder Service Fees

Administration and shareholder service fees represent fees earned for fund administration and shareholder services from our open-end mutual funds, ETFs, and certain of our closed-end funds. Fund administration and shareholder service fees increased by ~~$11.4~~$1.8 million, or ~~75.2%, and $31.9 million, or 74.0%~~7.9%, for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, compared to the same ~~periods~~period in the prior year primarily due to the increase in average assets under management for our open-end and closed-end funds during the ~~periods~~period, predominantly as a result of ~~market performance and~~ the ~~AGI Transaction.~~Transactions.

Other Income and Fees

Other income and fees primarily represent fees related to other ~~fee earning~~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 increased by ~~$1.1~~$0.6 million, ~~and $2.6 million,~~or 76.7%, for the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior year primarily due to a full quarter of fees associated with other ~~fee earning~~fee-earning assets as a result of the AGI ~~Transaction.~~Relationship.

Operating Expenses

Operating expenses by category were as follows:


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021 vs. 2020		%		2021		2020		2021 vs. 2020		%		(in thousands)	2022		2021		2022 vs. 2021		%
Operating expenses	Operating expenses																	Operating expenses
Employment expenses	Employment expenses	$	87,345	$	67,479	$	19,866	29.4	%	$	266,734	$	193,772	$	72,962	37.7	%	Employment expenses	$	105,993	$	91,759	$	14,234	15.5	%
Distribution and other asset-based expenses	Distribution and other asset-based expenses	36,692		19,570		17,122		87.5	%	105,007		56,324		48,683		86.4	%	Distribution and other asset-based expenses	32,846		32,294		552		1.7	%
Other operating expenses	Other operating expenses	22,800		16,343		6,457		39.5	%	64,326		52,664		11,662		22.1	%	Other operating expenses	31,712		19,580		12,132		62.0	%
Other operating expenses of CIP	Other operating expenses of CIP	639		1,016		(377)		(37.1)	%	1,857		9,944		(8,087)		(81.3)	%	Other operating expenses of CIP	740		559		181		32.4	%
Restructuring and severance		—		735		(735)		(100.0)	%	—		1,155		(1,155)		(100.0)	%

Depreciation expense	Depreciation expense	915		1,106		(191)		(17.3)	%	2,994		3,560		(566)		(15.9)	%	Depreciation expense	935		1,098		(163)		(14.8)	%
Amortization expense	Amortization expense	10,391		7,532		2,859		38.0	%	30,219		22,598		7,621		33.7	%	Amortization expense	14,662		9,465		5,197		54.9	%
Total operating expenses	Total operating expenses	$	158,782	$	113,781	$	45,001	39.6	%	$	471,137	$	340,017	$	131,120	38.6	%	Total operating expenses	$	186,888	$	154,755	$	32,133	20.8	%

Employment Expenses

Employment expenses consist of fixed and variable compensation and related employee benefit costs. Employment expenses for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 were ~~$87.3~~$106.0 million, ~~and $266.7 million, respectively,~~ which represented an increase of ~~$19.9~~$14.2 million, or ~~29.4%~~15.5%, ~~and $73.0 million, or 37.7%, respectively,~~ compared to the same ~~periods~~period in the prior year. The increase ~~for the three and nine months ended September 30, 2021~~ was primarily due to ~~increased profit-based compensation.~~the addition of Stone Harbor and Westchester.

Distribution and Other Asset-Based Expenses

Distribution and other asset-based expenses consist primarily of payments to third-party client intermediaries for providing services to investors in sponsored investment products. These payments are primarily based on assets under

~~Table of Contents~~

management or on a percentage of sales. ~~These~~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 ~~periods in which~~period commissions are ~~generally~~ recovered from distribution fee revenues and contingent sales charges received ~~from shareholders of the funds~~ upon redemption of ~~their~~ shares. Distribution and other asset-based expenses increased ~~by $17.1~~$0.6 million or ~~87.5%~~1.7%, ~~and $48.7 million, or 86.4%, for the three and nine months ended September 30, 2021,~~ as compared to the same ~~periods~~period in the prior year primarily due to an ~~increased~~increase in assets under management as a result of the Transactions partially offset by a lower percentage of sales and assets under management in share classes that have distribution and other asset-based ~~expenses primarily as a result of the AGI Transaction.~~expenses.

Other Operating Expenses

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 for the three months ended ~~September 30, 2021~~March 31, 2022 increased by ~~$6.5~~$12.1 million, or ~~39.5%~~62.0%, as compared to the same period in the prior year primarily due to ~~acquisition related~~discrete business initiative professional fees and ~~additional expenses as a result of~~ the newly established affiliated manager, NFJ. Other operating expenses for the nine months ended September 30, 2021 increased $11.7 million, or 22.1%, as compared to the same period in the prior year primarily due to acquisition related professional fees in the current year.Transactions.

Other Operating Expenses of CIP

Other operating expenses of CIP ~~decreased $0.4 million, or 37.1%, for~~remained consistent during the three months ended ~~September 30, 2021 and $8.1 million, or 81.3%, for the nine months ended September 30, 2021~~March 31, 2022, compared to the same ~~periods~~period in the prior year. ~~The decreases during the three- and nine-month periods were primarily due to the costs associated with the issuance~~

Table of ~~a new CLO in the prior year periods that did not recur.~~Contents

Depreciation Expense

Depreciation expense consists primarily of the straight-line depreciation of furniture, equipment and leasehold improvements. Depreciation expense ~~decreased $0.2 million, or 17.3%, and $0.6 million, or 15.9%,~~remained consistent during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior ~~year, primarily due to certain assets becoming fully depreciated.~~year.

Amortization Expense

Amortization expense consists of the amortization of definite-lived intangible assets over their estimated useful lives. Amortization expense increased ~~$2.9~~$5.2 million, or ~~38.0%, and $7.6 million, or 33.7%~~54.9%, for the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior year, due to the additional amortization associated with the ~~AGI Transaction.~~Transactions.

Other Income (Expense)

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


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021 vs. 2020		%		2021		2020		2021 vs. 2020		%		(in thousands)	2022		2021		2022 vs. 2021		%
Other Income (Expense)	Other Income (Expense)																	Other Income (Expense)
Realized and unrealized gain (loss) on investments, net	Realized and unrealized gain (loss) on investments, net	$	(504)	$	2,498	$	(3,002)	NM		$	2,881	$	2,068	$	813	39.3	%	Realized and unrealized gain (loss) on investments, net	$	(2,982)	$	891	$	(3,873)	(434.7)	%
Realized and unrealized gain (loss) of CIP, net	Realized and unrealized gain (loss) of CIP, net	(2,801)		2,680		(5,481)		NM		(4,741)		(12,733)		7,992		(62.8)	%	Realized and unrealized gain (loss) of CIP, net	(13,344)		(4,687)		(8,657)		184.7	%
Other income (expense), net	Other income (expense), net	1,001		999		2		0.2	%	3,598		806		2,792		346.4	%	Other income (expense), net	287		1,771		(1,484)		(83.8)	%
Total Other Income (Expense), net	Total Other Income (Expense), net	$	(2,304)	$	6,177	$	(8,481)	(137.3)	%	$	1,738	$	(9,859)	$	11,597	(117.6)	%	Total Other Income (Expense), net	$	(16,039)	$	(2,025)	$	(14,014)	692.0	%

~~Table of Contents~~

Realized and unrealized gain (loss) on investments, net

Realized and unrealized gain (loss) on investments, net changed during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 by ~~$(3.0)~~$(3.9) million, ~~and $0.8 million, respectively,~~ as compared to the same ~~periods~~period in the prior year. The realized and unrealized gains and losses during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 reflected changes in overall market conditions experienced during the periods.

Realized and unrealized gain (loss) of CIP, net

Realized and unrealized gain (loss) of CIP, net changed ~~$(5.5) million and $8.0~~$(8.7) million, during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior year. The change for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 consisted primarily of an increase in ~~net realized and~~ unrealized losses of ~~$75.9~~$54.4 million, ~~and gains of $125.7 million, respectively,~~ due to changes in market values of leveraged loans, partially offset by changes in unrealized gains of ~~$70.4~~$45.7 million ~~and losses of $117.8 million, respectively,~~ related to the value of the notes payable.

Other income (expense), net

Other income (expense), net ~~remained consistent for~~changed $(1.5) million during the three months ended ~~September 30, 2021, and increased by $2.8 million for the nine months ended September 30, 2021, in each case~~March 31, 2022, compared to the same ~~periods~~period in the prior year. The ~~increase~~change during the ~~nine-month~~three-month period was primarily due to ~~increased~~decreased earnings from equity method investments during the current year period.

Interest Income (Expense)

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


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021 vs. 2020		%		2021		2020		2021 vs. 2020		%		(in thousands)	2022		2021		2022 vs. 2021		%
Interest Income (Expense)	Interest Income (Expense)																	Interest Income (Expense)
Interest expense	Interest expense	$	(2,348)	$	(2,877)	$	529	(18.4)	%	$	(6,918)	$	(9,202)	$	2,284	(24.8)	%	Interest expense	$	(2,279)	$	(2,314)	$	35	(1.5)	%
Interest and dividend income	Interest and dividend income	269		137		132		96.4	%	571		1,131		(560)		(49.5)	%	Interest and dividend income	328		136		192		141.2	%
Interest and dividend income of investments of CIP	Interest and dividend income of investments of CIP	22,877		26,088		(3,211)		(12.3)	%	69,315		83,951		(14,636)		(17.4)	%	Interest and dividend income of investments of CIP	20,380		23,876		(3,496)		(14.6)	%
Interest expense of CIP	Interest expense of CIP	(13,442)		(17,622)		4,180		(23.7)	%	(42,342)		(70,258)		27,916		(39.7)	%	Interest expense of CIP	(12,088)		(14,448)		2,360		(16.3)	%
Total Interest Income (Expense), net	Total Interest Income (Expense), net	$	7,356	$	5,726	$	1,630	28.5	%	$	20,626	$	5,622	$	15,004	266.9	%	Total Interest Income (Expense), net	$	6,341	$	7,250	$	(909)	(12.5)	%

Interest Expense

Interest expense ~~decreased $0.5 million, or 18.4%, and $2.3 million, or 24.8%, for~~remained consistent during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods in the prior year. The decreases were due to a decline in the average debt outstanding and a lower average interest rate compared to the same periods~~period in the prior year.

Table of Contents

Interest and Dividend Income

Interest and dividend income ~~is earned on cash equivalents and our marketable securities.Interest and dividend income increased $0.1 million, or 96.4%, and decreased $0.6 million, or 49.5%, for~~remained consistent during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods in the prior year. The increase during the three-month period was primarily due to a higher average investment balance as compared to the corresponding~~ period in the prior year. ~~The decrease during the nine-month period was primarily due to lower interest rates earned on cash as compared to the corresponding period in the prior year.~~

Interest and Dividend Income of Investments of CIP

Interest and dividend income of investments of CIP decreased ~~$3.2~~$3.5 million, or ~~12.3%, and $14.6 million, or 17.4%~~14.6%, for the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior year. The

~~Table of Contents~~

~~decreases were~~ decrease was primarily due to a decrease in interest ~~rates.~~earned from our consolidated CLOs.

Interest Expense of CIP

Interest expense of CIP represents interest expense on the notes payable of CIP. Interest expense of CIP decreased ~~by $4.2~~$2.4 million, or ~~23.7%, and $27.9 million, or 39.7%~~16.3%, for the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022, compared to the same ~~periods~~period in the prior year. The decrease during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 was primarily due to lower ~~variable interest rates partially offset by higher~~ average debt balances of CIP during the current year ~~periods, as well as $3.3 million of amortization of discounts on notes payable in the prior year-to-date period that did not recur.~~period.

Income Tax Expense (Benefit)

The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of ~~24.0%~~30.0% and ~~33.9%~~22.5% for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The ~~decrease in the~~comparatively higher estimated effective tax rate for the ~~nine~~three months ended ~~September 30, 2021 as compared to the same period in the prior year~~March 31, 2022 was primarily due to ~~income tax expense associated with~~ valuation allowances recorded in the current year for the tax effects of unrealized losses on certain Company ~~investments in the corresponding prior year period that did not recur.~~

investments.

Liquidity and Capital Resources

Certain Financial Data

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


		September 30, 2021		December 31, 2020		Change					March 31, 2022		December 31, 2021		Change
(in thousands)	(in thousands)					2021 vs. 2020		%		(in thousands)					2022 vs. 2021		%
Balance Sheet Data	Balance Sheet Data									Balance Sheet Data
Cash and cash equivalents	Cash and cash equivalents	$	437,242	$	246,511	$	190,731	77.4	%	Cash and cash equivalents	$	225,217	$	378,921	$	(153,704)	(40.6)	%
Investments	Investments	105,632		64,944		40,688		62.7	%	Investments	116,767		108,890		7,877		7.2	%
Contingent consideration	Contingent consideration	137,664		—		137,664		100.0	%	Contingent consideration	130,728		162,564		(31,836)		(19.6)	%
Debt	Debt	266,739		201,212		65,527		32.6	%	Debt	265,954		266,346		(392)		(0.1)	%
Redeemable noncontrolling interests	Redeemable noncontrolling interests	131,669		115,513		16,156		14.0	%	Redeemable noncontrolling interests	138,738		138,965		(227)		(0.2)	%
Total equity	Total equity	821,110		720,940		100,170		13.9	%	Total equity	824,233		836,627		(12,394)		(1.5)	%

Nine Months Ended
September 30, Change
(in thousands) 2021 2020 2021 vs. 2020
Cash Flow Data
Provided by (Used In):
Operating Activities $ 423,679 $ (380,267) $ 803,946
Investing Activities (16,525) 8,935 (25,460)
Financing Activities (153,513) 305,840 (459,353)


	Three Months Ended March 31,				Change
(in thousands)	2022		2021		2022 vs. 2021		%
Cash Flow Data
Provided by (Used in):
Operating activities	$	(81,775)	$	150,151	$	(231,926)	(154.5)	%
Investing activities	(22,575)		(2,608)		(19,967)		765.6	%
Financing activities	(145,777)		(87,673)		(58,104)		66.3	%

Overview

At ~~September 30, 2021,~~March 31, 2022, we had ~~$437.2~~$225.2 million of cash and cash equivalents and ~~$105.6~~$116.8 million of investments, which included ~~$78.1~~$88.4 million of investment securities, compared to ~~$246.5~~$378.9 million of cash and cash equivalents and ~~$64.9~~$108.9 million of investments, which included ~~$40.0~~$80.3 million of investment securities, at December 31, ~~2020.~~2021.

Uses of Capital

Our main uses of capital related to operating activities comprise employee compensation and related benefit costs, ~~including payment of~~which include annual incentive compensation, ~~interest on our indebtedness, income taxes and~~ other operating expenses, which primarily consist of investment research,

3027

Table of Contents

~~which primarily consist of investment research,~~ technology costs, professional fees, distribution and occupancy ~~costs.~~costs; interest on our indebtedness; and income taxes. Annual incentive compensation, which is one of the largest annual operating cash expenditures, is typically paid in the first quarter of the year. In the first quarters of ~~2021~~2022 and ~~2020,~~2021, we paid ~~$96.9~~$151.6 million and ~~$84.7~~$96.9 million, respectively, in incentive compensation earned during the years ended December 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

In addition to operating activities, other uses of cash could include: (i) investments in organic growth, including ~~expanding our distribution efforts; (ii)~~ seeding or launching new products ~~including adding seed capital to expand distribution opportunities~~ and ~~sponsoring CLO issuances; (iii)~~expanding distribution; (ii) debt principal payments ~~on debt outstanding~~ through scheduled amortization, excess cash flow payment requirements or additional paydowns; ~~(iv)~~(iii) dividend payments to common stockholders; ~~(v)~~(iv) repurchases of our common stock, or withholding obligations for the net settlement of employee share transactions; ~~(vi)~~(v) investments in our infrastructure; ~~(vii)~~(vi) investments in inorganic growth opportunities ~~which~~that may require upfront and/or future payments; ~~(viii)~~(vii) integration costs, including restructuring and severance, related to acquisitions, if any; and ~~(ix)~~(viii) purchases of affiliate noncontrolling interests.

Capital and Reserve Requirements

We operate aan SEC registered broker-dealer subsidiary that is subject to certain rules regarding minimum net capital. The broker-dealer is required to maintain a ratio of "aggregate indebtedness" to "net capital," as defined, which may not exceed 15 to 1 and must also maintain a minimum amount of net capital. Failure to meet these requirements could result in adverse consequences to us, including additional reporting requirements, a lower required ratio of aggregate indebtedness to net capital, or interruption of our business.At ~~September 30, 2021,~~March 31, 2022, the ratio of aggregate indebtedness to net capital of our broker-dealer was below the maximum allowed, and net capital was significantly greater than the required minimum.

Balance Sheet

Cash and cash equivalents consist of cash in banks and money market fund investments. Investments consist primarily of investments in our sponsored funds. CIP represent investment products for which we provide investment management services and where we either have ~~either~~ a controlling financial interest or we are considered the primary beneficiary of an investment product that is considered a variable interest entity.

Operating Cash Flow

Net cash used in operating activities of $81.8 million for the three months ended March 31, 2022 changed by $231.9 million from net cash provided by operating activities of ~~$423.7 million for the nine months ended September 30, 2021 changed by $803.9 million from net cash used in operating activities of $380.3~~$150.2 million for the same period in the prior year primarily due to ~~an increase~~a $192.7 million reduction in ~~net~~ sales of investments by CIP ~~of $688.8 million in~~and increased compensation and benefit payments during the ~~current year~~current-year period compared to the ~~prior year~~prior-year period.

Investing Cash Flow

Cash flows from investing activities consist primarily of capital expenditures and other investing activities related to our business operations. Net cash used in investing activities was ~~$16.5~~$22.6 million for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to net cash ~~provided by~~used in investing activities of ~~$8.9~~$2.6 million in the same period for the prior year. The primary investing activity during the three months ended March 31, 2022 related to cash paid for Stone Harbor. The primary investing activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 ~~related to a decrease~~were $2.6 million of $11.7 million in cash of CIP due to the deconsolidation of investment products in the current year period, while there was an increase of $9.7 million in cash of CIP due to the consolidation of additional investment products for the nine months ended September 30, 2020.capital expenditures and other asset purchases.

Financing Cash Flow

Cash flows from financing activities consist primarily of ~~the issuance of~~transactions related to our common ~~stock, return of capital through repurchases of common~~ shares, ~~dividends, withholding obligations for the net share settlement of employee share transactions,~~ issuance and repayment of debt by us and our CIP, payments of contingent consideration and changes to noncontrolling interests. Net cash ~~related to financing activities changed by $459.4 million to net cash~~ used in financing activities ~~of $153.5~~increased by $58.1 million to $145.8 million for the ~~nine~~three months ended ~~September 30, 2021 as compared to net cash provided by financing activities of $305.8~~March 31, 2022 from $87.7 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The net change was primarily due to ~~a decrease~~contingent consideration payments of ~~$566.9~~$33.0 million during the current-year period not in the prior-year period, along with an increase of $16.7 million in net borrowings of CIP during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to the prior year ~~period, partially offset by the net cash inflows of $69.3 million as a result of the amended and restated credit agreement more fully discussed below.~~

~~Table of Contents~~

period.

Credit Agreement ~~Refinancing~~

~~On September 28, 2021, We completed a refinancing of our~~The Company's credit agreement, ~~through an~~as amended ~~and restated credit agreement dated September 28, 2021~~ (the "Credit Agreement")~~. The Credit Agreement provides for (a)~~, comprises (i) a $275.0 million term loan ~~for the Company~~ with a seven-year term (the "Term Loan") expiring in September 2028, and ~~(b)~~(ii) a $175.0 million revolving credit facility ~~for the Company~~ with a five-year ~~term. A portion of~~term expiring in September 2026. During the ~~proceeds from~~three months ended March 31, 2022, the ~~refinancing was used to pay off $194.0~~Company repaid $0.7 million outstanding ~~on the previous~~under its Term Loan. At ~~September 30, 2021, $275.0~~March 31, 2022, $273.6 million was outstanding under the Term Loan, and the Company had no outstanding borrowings under its revolving credit facility. In accordance with ASC 835, Interest, the amounts outstanding under the Company's Term Loan are presented in the Condensed Consolidated Balance Sheet net of related debt

Table of Contents

issuance costs, which were ~~$8.3~~$7.7 million as of ~~September 30, 2021.~~

~~Contractual Obligations~~

~~Except for borrowing under our Credit Agreement, there have been no material changes outside of the ordinary course of business in our contractual obligations since December~~March 31, 2020 as disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2020.

The table below sets forth these changes as of September 30, 2021, but does not update the other line items in the contractual obligations table that appears in the section of the Annual Report on Form 10-K described above:

Payments Due
(in thousands) Total Remainder of 2021 1-3 Years 3-5 Years More Than 5 Years
Credit Facility, including commitment fee (1) $ 334,082 $ 2,914 $ 34,567 $ 22,468 $ 274,133

~~(1)~~At September 30, 2021, we had $275.0 million outstanding under the term loan of our Credit Agreement which has a variable rate. Payments due are estimated based on the variable interest rate and commitment fee rate in effect on September 30, 2021.2022.

Critical Accounting Policies and Estimates

Our financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates. Actual results will vary from these estimates. A discussion of our critical accounting policies and estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our ~~2020~~2021 Annual Report on Form 10-K. A complete description of our significant accounting policies is included in our ~~2020~~2021 Annual Report on Form 10-K. There were no material changes in our critical accounting policies and estimates in the three months ended ~~September 30, 2021.~~March 31, 2022.

Recently Issued Accounting Pronouncements

For a discussion of accounting standards, see Note 2 in our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is primarily exposed to market risk associated with unfavorable movements in interest rates and securities prices. During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, there were no material changes to the information contained in Part II, Item 7A of the Company's 2020 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed,

~~Table of Contents~~

summarized and reported within the time periods specified in the ~~Securities and Exchange Commission’s~~SEC's rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of ~~September 30, 2021,~~March 31, 2022, the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in response to Item 103 of Regulation S-K under "Legal Proceedings" is incorporated by reference from Part I, Financial Information Item 1. "Financial Statements" Note 14 "Commitments and Contingencies" of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to the Company’s risk factors from those previously reported in our ~~2020~~2021 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~As of September 30, 2021, an~~An aggregate of 4,930,045 shares of our common stock had been authorized to be repurchased under the share repurchase program originally approved by our Board of Directors in 2010, and ~~611,315~~as of March 31, 2022, 403,997 shares remained available for repurchase. Under the terms of the program, we may repurchase shares of our common stock from time to time at

Table of Contents

our discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price and prevailing market and business conditions. The program, which has no specified term, may be suspended or terminated at any time.

The following table sets forth information regarding our share repurchases in each month during the quarter ended ~~September 30, 2021:~~March 31, 2022:

Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or programs (2) Maximum number of shares that may yet be purchased under the plans or programs (2)
July 1-31, 2021 — $ — — 675,809
August 1-31, 2021 36,387 $ 305.32 36,387 639,422
September 1-30, 2021 28,107 $ 316.23 28,107 611,315
Total 64,494 64,494


Period	Total number of shares purchased	Average price paid per share (1)		Total number of shares purchased as part of publicly announced plans or programs (2)	Maximum number of shares that may yet be purchased under the plans or programs (2)
January 1-31, 2022	—	$	—	—	529,449
February 1-28, 2022	52,895	$	255.08	52,895	476,554
March 1-31, 2022	72,557	$	227.46	72,557	403,997
Total	125,452			125,452

(1)Average price paid per share is calculated on a settlement basis and excludes commissions.

(2)The share repurchases above were completed pursuant to a program announced in the fourth quarter of 2010 and most recently expanded in May 2020. This repurchase program is not subject to an expiration date.

~~Table of Contents~~

There were no unregistered sales of equity securities during the period covered by this Quarterly Report. Shares of our common stock purchased by participants in our Employee Stock Purchase Plan were delivered to participant accounts via open market purchases at fair value by the third-party administrator under the plan. We do not reserve shares for this plan or discount the purchase price of the shares.

Item 6. Exhibits


Exhibit Number						Description

~~10.1~~						Amended and Restated Credit Agreement, dated as of September 28, 2021, by and among Virtus Investment Partners, Inc. as Borrower, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 4, 2021)

31.1						Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1						Certification of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101						The following information is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (Unaudited) as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104						Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

3430

Table of Contents

SIGNATURES

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

Dated: ~~November 9, 2021~~May 10, 2022


			VIRTUS INVESTMENT PARTNERS, INC.
			(Registrant)

			By:			/s/ Michael A. Angerthal
						Michael A. Angerthal
						Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

3531


Year	Amount
	(in thousands)
Remainder of 2021	$	687.5
2022	2,750.0
2023	2,750.0
2024	2,750.0
2025	2,750.0
2026 and thereafter	263,312.5
Total	$	275,000.0


	Payments Due
(in thousands)	Total		Remainder of 2021		1-3 Years		3-5 Years		More Than 5 Years
Credit Facility, including commitment fee (1)	$	334,082	$	2,914	$	34,567	$	22,468	$	274,133