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EX-32.2 - EX-32.2 - Virtu Financial, Inc.virt-20170331ex322ec06fe.htm
EX-32.1 - EX-32.1 - Virtu Financial, Inc.virt-20170331ex321682885.htm
EX-31.2 - EX-31.2 - Virtu Financial, Inc.virt-20170331ex312cb77e1.htm
EX-31.1 - EX-31.1 - Virtu Financial, Inc.virt-20170331ex3116b97fb.htm
EX-10.3 - EX-10.3 - Virtu Financial, Inc.virt-20170331ex103b78259.htm
EX-10.2 - EX-10.2 - Virtu Financial, Inc.virt-20170331ex10240ef25.htm
EX-2.3 - EX-2.3 - Virtu Financial, Inc.virt-20170331ex233fbf6de.htm
EX-2.2 - EX-2.2 - Virtu Financial, Inc.virt-20170331ex22abdb0e6.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

For the quarterly period ended March 31, 2017

or

☐ 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:  001-37352

 

Virtu Financial, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

32-0420206

(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer
Identification No.)

 

 

900 Third Avenue, 29th Floor
New York, New York 10022-0100

10022

(Address of principal executive offices)

(Zip Code)

 

(212) 418-0100

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes     No  ☐

 

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

Large accelerated filer ☐  Accelerated filer  Non-accelerated filer ☐  Smaller reporting company ☐

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

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

Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. Yes ☐ No

Class of Stock

    

Shares Outstanding
as of May 10, 2017

 

Class A common stock, par value $0.00001 per share

 

40,667,276

 

Class C common stock, par value $0.00001 per share

 

19,081,435

 

Class D common stock, par value $0.00001 per share

 

79,610,490

 

 

 

 


 

 

VIRTU FINANCIAL, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2017

 

 

 

 

 

 

 

 

 

 

PAGE

NUMBER

 

 

 

 

 

PART I - 

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1. 

 

Condensed Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Financial Condition

 

2

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Changes in Equity

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

5

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

6

 

 

 

 

 

Item 2. 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

32

 

 

 

 

 

Item 3. 

 

Quantitative and Qualitative Disclosures About Market Risk

 

49

 

 

 

 

 

Item 4. 

 

Controls and Procedures

 

51

 

 

 

 

 

PART II - 

 

OTHER INFORMATION

 

51

 

 

 

 

 

Item 1. 

 

Legal Proceedings

 

51

 

 

 

 

 

Item 1A. 

 

Risk Factors

 

52

 

 

 

 

 

Item 2. 

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

55

 

 

 

 

 

Item 3. 

 

Defaults Upon Senior Securities

 

55

 

 

 

 

 

Item 4. 

 

Mine Safety Disclosures

 

55

 

 

 

 

 

Item 5. 

 

Other Information

 

55

 

 

 

 

 

Item 6. 

 

Exhibits

 

56

 

 

 

 

 

 

 

SIGNATURES

 

57

 

 

 

 

 


 

 

PART I - FINANCIAL INFORMATION

 

Condensed Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

1


 

 

Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statements of Financial Condition
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

March 31, 

 

December 31, 

 

(in thousands, except share and interest data)

  

2017

    

2016

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

164,967

 

$

181,415

 

Securities borrowed

 

 

358,463

 

 

220,005

 

Receivables from broker dealers and clearing organizations

 

 

662,313

 

 

448,728

 

Trading assets, at fair value:

 

 

 

 

 

 

 

Financial instruments owned

 

 

1,630,581

 

 

1,683,999

 

Financial instruments owned and pledged

 

 

269,389

 

 

143,883

 

Property, equipment and capitalized software (net of accumulated depreciation of $112,092 and $113,184 as of March 31, 2017 and December 31, 2016, respectively)

 

 

34,071

 

 

29,660

 

Goodwill

 

 

715,379

 

 

715,379

 

Intangibles (net of accumulated amortization)

 

 

939

 

 

992

 

Deferred tax asset

 

 

197,330

 

 

193,859

 

Other assets ($38,055 and $36,480, at fair value, as of March 31, 2017 and December 31, 2016, respectively)

 

 

73,921

 

 

74,470

 

Total assets

 

$

4,107,353

 

$

3,692,390

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Short term borrowings

 

$

22,000

 

$

25,000

 

Securities loaned

 

 

423,672

 

 

222,203

 

Payables to broker dealers and clearing organizations

 

 

589,688

 

 

695,978

 

Trading liabilities, at fair value:

 

 

 

 

 

 

 

Financial instruments sold, not yet purchased

 

 

1,673,802

 

 

1,349,155

 

Tax receivable agreement obligations

 

 

229,381

 

 

231,404

 

Accounts payable and accrued expenses and other liabilities

 

 

73,498

 

 

69,281

 

Long-term borrowings

 

 

565,317

 

 

564,957

 

Total liabilities

 

$

3,577,358

 

$

3,157,978

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

Class A common stock (par value $0.00001), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued  — 41,120,342 and 40,436,580 shares, Outstanding — 40,667,276 and 39,983,514 shares at March 31, 2017 and December 31, 2016, respectively

 

 

 —

 

 

 —

 

Class B common stock (par value $0.00001), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at March 31, 2017 and December 31, 2016, respectively

 

 

 —

 

 

 —

 

Class C common stock (par value $0.00001), Authorized — 90,000,000 and 90,000,000 shares, Issued — 19,081,435 and 19,810,707 shares, Outstanding — 19,081,435 and 19,810,707, at March 31, 2017 and December 31, 2016, respectively

 

 

 —

 

 

 —

 

Class D common stock (par value $0.00001), Authorized — 175,000,000 and 175,000,000 shares, Issued  and Outstanding — 79,610,490 and 79,610,490 shares at March 31, 2017 and December 31, 2016, respectively

 

 

 1

 

 

 1

 

Treasury stock, at cost, 453,066 and 453,066 shares at March 31, 2017 and December 31, 2016, respectively

 

 

(8,358)

 

 

(8,358)

 

Additional paid-in capital

 

 

160,385

 

 

155,536

 

Accumulated deficit

 

 

(6,788)

 

 

(1,254)

 

Accumulated other comprehensive loss

 

 

(17)

 

 

(252)

 

Total stockholders' equity

 

$

145,223

 

$

145,673

 

Noncontrolling interest

 

 

384,772

 

 

388,739

 

Total equity

 

$

529,995

 

$

534,412

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

4,107,353

 

$

3,692,390

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

2


 

 

Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

March 31, 

 

(in thousands, except share and per share data)

    

2017

    

2016

 

Revenues:

 

 

 

 

 

 

 

Trading income, net

 

$

139,574

 

$

186,289

 

Interest and dividends income

 

 

4,874

 

 

4,268

 

Technology services

 

 

2,779

 

 

2,081

 

Other, net

 

 

60

 

 

 —

 

Total revenue

 

 

147,287

 

 

192,638

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

Brokerage, exchange and clearance fees, net

 

 

52,770

 

 

59,725

 

Communication and data processing

 

 

18,207

 

 

17,722

 

Employee compensation and payroll taxes

 

 

21,347

 

 

22,557

 

Interest and dividends expense

 

 

12,280

 

 

13,537

 

Operations and administrative

 

 

4,978

 

 

4,919

 

Depreciation and amortization

 

 

6,757

 

 

7,727

 

Amortization of purchased intangibles and acquired capitalized software

 

 

53

 

 

53

 

Charges related to share based compensation at IPO

 

 

185

 

 

595

 

Financing interest expense on long-term borrowings

 

 

6,828

 

 

7,101

 

Total operating expenses

 

 

123,405

 

 

133,936

 

Income before income taxes and noncontrolling interest

 

 

23,882

 

 

58,702

 

Provision for income taxes

 

 

2,808

 

 

7,346

 

Net income

 

 

21,074

 

 

51,356

 

Noncontrolling interest

 

 

(16,494)

 

 

(41,008)

 

Net income available for common stockholders

 

$

4,580

 

$

10,348

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

Basic

 

$

0.10

 

 

0.27

 

Diluted

 

$

0.10

 

 

0.26

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

Basic

 

 

40,398,381

 

 

38,210,209

 

Diluted

 

 

40,398,381

 

 

38,489,489

 

 

 

 

 

 

 

 

 

Net income

 

$

21,074

 

$

51,356

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

  Foreign exchange translation adjustment, net of taxes

 

 

785

 

 

2,494

 

Comprehensive income

 

 

21,859

 

 

53,850

 

Less: Comprehensive income attributable to noncontrolling interest

 

 

(17,044)

 

 

(42,801)

 

Comprehensive income attributable to common stockholders

 

$

4,815

 

$

11,049

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

3


 

 

Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statement of Changes in Equity
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Retained

 

Accumulated

 

 

 

 

 

 

 

 

 

Class A 

 

Class C 

 

Class D 

 

 

 

 

 

 

Paid-in

 

 

 

 

 

 

 

 

 

 

 

Earnings

 

Other

 

Total

 

Non-

 

 

 

(in thousands, except 

 

Common Stock

 

Common Stock

 

Common Stock

 

Treasury Stock

 

Capital

 

Class A-1 

 

Class A-2 

 

(Accumulated

 

Comprehensive

 

Stockholders'

 

Controlling

 

Total

 

share and interest data)

  

Shares

  

Amounts

  

Shares

  

Amounts

  

Shares

  

Amounts

  

Shares

  

Amounts

  

Amounts

  

Interests

  

Amounts

  

Interests

  

Amounts

  

Deficit)

  

Income (Loss)

  

Equity

  

Interest

  

Equity

  

Balance at December 31, 2016

 

40,436,580

 

$

 —

 

19,810,707

 

$

 —

 

79,610,490

 

$

 1

 

(453,066)

 

$

(8,358)

 

$

155,536

 

 —

 

$

 —

 

 —

 

$

 —

 

$

(1,254)

 

$

(252)

 

$

145,673

 

$

388,739

 

$

534,412

 

Share based compensation

 

 —

 

 

 —

 

(12,721)

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

4,460

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

4,460

 

 

 —

 

 

4,460

 

Treasury stock purchases

 

 —

 

 

 —

 

(32,789)

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(441)

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(441)

 

 

 —

 

 

(441)

 

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

4,580

 

 

 —

 

 

4,580

 

 

16,494

 

 

21,074

 

Foreign exchange translation adjustment

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

235

 

 

235

 

 

550

 

 

785

 

Distribution from Virtu Financial to non-controlling interest

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(21,011)

 

 

(21,011)

 

Dividends

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(10,114)

 

 

 —

 

 

(10,114)

 

 

 —

 

 

(10,114)

 

Issuance of common stock in connection with employee exchanges

 

683,762

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges

 

 —

 

 

 —

 

(683,762)

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Issuance of tax receivable agreements in connection with employee exchange

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

830

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

830

 

 

 —

 

 

830

 

Balance at March 31, 2017

 

41,120,342

 

 

 —

 

19,081,435

 

 

 —

 

79,610,490

 

 

 1

 

(453,066)

 

 

(8,358)

 

 

160,385

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(6,788)

 

 

(17)

 

 

145,223

 

 

384,772

 

 

529,995

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

4


 

 

Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended March 31, 

 

(in thousands)

    

2017

    

2016

 

Cash flows from operating activities

    

 

    

    

 

    

 

Net Income

 

$

21,074

 

$

51,356

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

6,757

 

 

7,727

 

Amortization of purchased intangibles and acquired capitalized software

 

 

53

 

 

53

 

Amortization of debt issuance costs and deferred financing fees

 

 

214

 

 

468

 

Termination of office leases

 

 

 —

 

 

292

 

Share based compensation

 

 

3,818

 

 

3,102

 

Equipment writeoff

 

 

 —

 

 

428

 

Deferred taxes

 

 

2,354

 

 

2,530

 

Other

 

 

1,570

 

 

(3)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Securities borrowed

 

 

(138,458)

 

 

(200,769)

 

Securities purchased under agreements to resell

 

 

 —

 

 

14,981

 

Receivables from broker dealers and clearing organizations

 

 

(213,585)

 

 

(153,375)

 

Trading assets, at fair value

 

 

(72,088)

 

 

(226,460)

 

Other Assets

 

 

563

 

 

652

 

Securities loaned

 

 

201,469

 

 

166,069

 

Payables to broker dealers and clearing organizations

 

 

(106,290)

 

 

(50,646)

 

Trading liabilities, at fair value

 

 

324,647

 

 

432,519

 

Accounts payable and accrued expenses and other liabilities

 

 

(11)

 

 

2,544

 

Net cash provided by operating activities

 

 

32,087

 

 

51,468

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Development of capitalized software

 

 

(2,016)

 

 

(2,003)

 

Acquisition of property and equipment

 

 

(3,843)

 

 

(1,287)

 

Net cash used in investing activities

 

 

(5,859)

 

 

(3,290)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Distribution from Virtu Financial to non-controlling interest

 

 

(21,011)

 

 

(41,240)

 

Dividends

 

 

(10,114)

 

 

(9,378)

 

Purchase of treasury stock

 

 

(441)

 

 

 —

 

Short-term borrowings, net

 

 

(3,000)

 

 

(13,000)

 

Payments on repurchase of non-voting common interest

 

 

(500)

 

 

(500)

 

Repayment of senior secured credit facility

 

 

(1,350)

 

 

(1,275)

 

Tax receivable agreement obligations

 

 

(7,045)

 

 

 —

 

Net cash used in financing activities

 

 

(43,461)

 

 

(65,393)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on Cash and cash equivalents

 

 

785

 

 

2,494

 

 

 

 

 

 

 

 

 

Net decrease in Cash and cash equivalents

 

 

(16,448)

 

 

(14,721)

 

Cash and cash equivalents, beginning of period

 

 

181,415

 

 

163,235

 

Cash and cash equivalents, end of period

 

$

164,967

 

$

148,514

 

 

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information

 

 

 

 

 

 

 

Cash paid for interest

 

$

13,197

 

$

13,786

 

Cash paid for taxes

 

$

1,915

 

$

1,527

 

 

 

 

 

 

 

 

 

Non-cash investing activities

 

 

 

 

 

 

 

Share based compensation to developers relating to capitalized software

 

$

664

 

$

678

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

5


 

Virtu Financial, Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Organization and Basis of Presentation

 

Organization

The accompanying condensed consolidated financial statements include the accounts and operations of Virtu Financial, Inc. (“VFI”, or, collectively with its wholly owned or controlled subsidiaries, the “Company”) beginning with its initial public offering (“IPO”) in April of 2015, along with the historical accounts and operations of Virtu Financial LLC (“Virtu Financial”) prior to the Company’s IPO. VFI is a Delaware corporation whose primary asset is its ownership of approximately 29.9% of the membership interests of Virtu Financial, which it acquired pursuant to and subsequent to certain reorganization transactions (the “Reorganization Transactions”) consummated in connection with its IPO. The Company is the sole managing member of Virtu Financial and operates and controls all of the businesses and affairs of Virtu Financial and, through Virtu Financial and its subsidiaries (the “Group”), continues to conduct the business now conducted by such subsidiaries.

Virtu Financial was formed as a Delaware limited liability company on April 8, 2011 in connection with a corporate reorganization and acquisition of the outstanding equity interests of Madison Tyler Holdings, LLC (“MTH”), an electronic trading firm and market maker. In connection with the reorganization, the members of Virtu Financial’s predecessor entity, Virtu Financial Operating LLC (“VFO”), a Delaware limited liability company formed on March 19, 2008, exchanged their interests in VFO for interests in Virtu Financial and the members of MTH exchanged their interests in MTH for cash and/or interests in Virtu Financial. Virtu Financial’s principal subsidiaries include Virtu Financial BD LLC (“VFBD”), a self-clearing U.S. broker-dealer, Virtu Financial Capital Markets LLC (“VFCM”), a U.S. broker-dealer, which self-clears its proprietary transactions and introduces the accounts of its affiliates and non-affiliated broker-dealers on an agency basis to other clearing firms that clear and settle transactions in those accounts; and which is also a designated market maker on the New York Stock Exchange (“NYSE”) and the NYSE MKT (formerly NYSE Amex), Virtu Financial Global Markets LLC (“VFGM”), a U.S. trading entity focused on futures and currencies, Virtu Financial Ireland Limited (“VFIL”), formed in Ireland, Virtu Financial Asia Pty Ltd (“VFAP”), formed in Australia, and Virtu Financial Singapore Pte. Ltd. (“VFSing”), formed in Singapore, each of which are trading entities focused on asset classes in their respective geographic regions.

The Company is a technology-enabled market maker and liquidity provider. The Company has developed a single, proprietary, multi-asset, multi-currency technology platform through which it provides quotations to buyers and sellers in equities, commodities, currencies, options, fixed income and other securities on numerous exchanges, markets and liquidity pools in numerous countries around the world.

 

The Company is managed and operated as one business. Accordingly, the Company operates under one reportable segment.

 

Basis of Presentation

 

These condensed consolidated financial statements are presented in U.S. dollars and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-Q and accounting standards generally accepted in the United States of America (“U.S. GAAP”) promulgated in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”). The condensed consolidated financial statements of the Company include its equity interests in Virtu Financial and its subsidiaries. The Company operates and controls all business and affairs of Virtu Financial and its operating subsidiaries indirectly through its equity interest in Virtu Financial.

 

The condensed consolidated financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2016 (the “2016 10-K”), as amended, which was filed on March 13, 2017. The accompanying December 31, 2016 unaudited condensed consolidated statements of financial condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP for

6


 

annual financial statement purposes. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The operating results for interim periods are not necessarily indicative of the operating results for any future interim or annual period.

 

Principles of Consolidation, including Noncontrolling Interests

The condensed consolidated financial statements include the accounts of the Company and its majority and wholly owned subsidiaries. As sole managing member of Virtu Financial, the Company exerts control over the Group’s operations. The Company consolidates Virtu Financial and its subsidiaries’ financial statements and records the interests in Virtu Financial that the Company does not own as noncontrolling interests. All intercompany accounts and transactions have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

 

Use of Estimates

 

The Company's condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which require management to make estimates and assumptions regarding measurements including the fair value of trading assets and liabilities, goodwill and intangibles, compensation accruals, capitalized software, income tax, and other matters that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ materially from those estimates.

 

Earnings Per Share

 

Earnings per share (“EPS”) is calculated on both a basic and diluted basis. Basic EPS excludes dilution and is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of the basic EPS and, in addition, reflects the dilutive effect of shares of common stock estimated to be distributed in the future under the Company’s share based compensation plans.

 

The Company grants restricted stock units (“RSUs”), which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. As a result, the unvested RSUs meet the definition of a participating security requiring the application of the two-class method. Under the two-class method, earnings available to common shareholders, including both distributed and undistributed earnings, are allocated to each class of common stock and participating securities according to dividends declared and participating rights in undistributed earnings, which may cause diluted EPS to be more dilutive than the calculation using the treasury stock method.

 

Cash and Cash Equivalents

 

The Company considers cash equivalents as highly liquid investments with original maturities of less than three months when acquired. The Company maintains cash in bank deposit accounts that, at times, may exceed federally insured limits.

 

Securities Borrowed and Securities Loaned

 

The Company conducts securities borrowing and lending activities with external counterparties. In connection with these transactions, the Company receives or posts collateral. These transactions are collateralized by cash or securities. In accordance with substantially all of its stock borrow agreements, the Company is permitted to sell or repledge the securities received. Securities borrowed or loaned are recorded based on the amount of cash collateral advanced or received. The initial cash collateral advanced or received generally approximates or is greater than 102% of the fair value of the underlying securities borrowed or loaned. The Company monitors the fair value of securities borrowed and loaned, and delivers or obtains additional collateral as appropriate. Receivables and payables with the

7


 

same counterparty are not offset in the condensed consolidated statements of financial condition. Interest received or paid by the Company for these transactions is recorded gross on an accrual basis under interest and dividends income or interest and dividends expense in the condensed consolidated statements of comprehensive income.

 

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase

 

In a repurchase agreement, securities sold under agreements to repurchase are treated as collateralized financing transactions and are recorded at contract value, plus accrued interest, which approximates fair value. It is the Company's policy that its custodian takes possession of the underlying collateral securities with a fair value approximately equal to the principal amount of the repurchase transaction, including accrued interest. For reverse repurchase agreements, the Company typically requires delivery of collateral with a fair value approximately equal to the carrying value of the relevant assets in the condensed consolidated statements of financial condition. To ensure that the fair value of the underlying collateral remains sufficient, the collateral is valued daily with additional collateral obtained or excess collateral returned, as permitted under contractual provisions. The Company does not net securities purchased under agreements to resell transactions with securities sold under agreements to repurchase transactions entered into with the same counterparty. Interest received or paid by the Company for these transactions is recorded gross on an accrual basis under interest and dividends income or interest and dividends expense in the condensed consolidated statements of comprehensive income.

 

Receivables from/Payables to Broker-dealers and Clearing Organizations

 

Amounts receivable from broker-dealers and clearing organizations may be restricted to the extent that they serve as deposits for securities sold, not yet purchased. At March 31, 2017 and December 31, 2016, receivables from and payables to broker-dealers and clearing organizations primarily represented amounts due for unsettled trades, open equity in futures transactions, securities failed to deliver or failed to receive, deposits with clearing organizations or exchanges and balances due from or due to prime brokers in relation to the Company’s trading. The Company presents its balances, including outstanding principal balances on all credit facilities, on a net-by-counterparty basis within receivables from and payable to broker-dealers and clearing organizations when the criteria for offsetting are met.

 

In the normal course of business, substantially all of the Company’s securities transactions, money balances, and security positions are transacted with several brokers. The Company is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The Company monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.

 

Financial Instruments Owned Including Those Pledged as Collateral and Financial Instruments Sold, Not Yet Purchased

 

The Company records financial instruments owned, including those pledged as collateral, and financial instruments sold, not yet purchased at fair value. Gains and losses arising from financial instrument transactions are recorded net on a trade-date basis in trading income, net, in the condensed consolidated statements of comprehensive income.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. The recognition of “block discounts” for large holdings of unrestricted financial instruments where quoted prices are readily and regularly available in an active market is prohibited. The Company categorizes its financial instruments into a three level hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy level assigned to each financial instrument is based on the assessment of the transparency and reliability of the inputs used in the valuation of such financial instruments at the measurement date based on the lowest level of input that is significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).

 

8


 

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

 

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; or

 

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

Transfers in or out of levels are recognized based on the beginning fair value of the period in which they occurred.

Fair Value Option

The fair value option election allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are recorded in other, net in the consolidated statements of comprehensive income. The decision to elect the fair value option is determined on an instrument-by-instrument basis,  must be applied to an entire instrument and is irrevocable once elected.

 

Derivative Instruments

 

Derivative instruments are used for trading purposes, including economic hedges of trading instruments, which are carried at fair value include futures, forward contracts, and options. Unrealized gains or losses on these derivative instruments are recognized currently within trading income, net in the consolidated statement of comprehensive income.. Fair values for exchange-traded derivatives, principally futures, are based on quoted market prices. Fair values for over-the-counter derivative instruments, principally forward contracts, are based on the values of the underlying financial instruments within the contract. The underlying instruments are currencies which are actively traded. The Company presents its derivatives balances on a net-by-counterparty basis when the criteria for offsetting are met.

 

Property and Equipment

 

Property and equipment are carried at cost, less accumulated depreciation, except for the assets acquired in connection with the acquisition of MTH which were recorded at fair value on the date of acquisition. Depreciation is provided using the straight-line method over estimated useful lives of the underlying asset. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that appreciably extend the useful life of the assets are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. Furniture, fixtures, and equipment are depreciated over three to seven years. Leasehold improvements are amortized over the lesser of the length of the lease term or seven years.

 

Capitalized Software

 

The Company capitalizes costs of materials, consultants, and payroll and payroll related costs for employees incurred in developing internal-use software. Costs incurred during the preliminary project and post-implementation stages are charged to expense.

 

Management’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized.

 

9


 

Capitalized software development costs and related accumulated amortization are included in property, equipment and capitalized software in the accompanying condensed consolidated statements of financial condition and are amortized over a period of 1.4 to 2.5 years, which represents the estimated useful lives of the underlying software.

 

Goodwill

 

Goodwill represents the excess of the purchase price over the underlying net tangible and intangible assets of the Company’s acquisitions. Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The Company operates as one operating segment, which is the Company’s only reporting unit.

 

The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events or circumstances exist. In the impairment test as of July 1, 2016, the primary valuation method used to estimate the fair value of the Company’s reporting unit was the market capitalization approach based on the market price of its Class A common stock, which the Company’s management believes to be an appropriate indicator of its fair value.

 

Intangible Assets

 

The Company amortizes finite-lived intangible assets over their estimated useful lives. Finite-lived intangible assets are tested for impairment annually or when impairment indicators are present, and if impaired, they are written down to fair value.

 

Exchange Memberships and Stock

 

Exchange memberships are recorded at cost or, if any other than temporary impairment in value has occurred, at a value that reflects management’s estimate of fair value. Exchange stock includes shares that entitle the Company to certain trading privileges. The shares are marked-to-market with the corresponding gain or loss recorded under operating and administrative in the condensed consolidated statements of comprehensive income. The Company’s exchange memberships and stock are included in other assets in the condensed consolidated statements of financial condition.

 

Trading Income

 

Trading income is comprised of changes in the fair value of trading assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on trading assets and liabilities. Trading gains and losses on financial instruments owned and financial instruments sold, not yet purchased are recorded on the trade date and reported on a net basis in the condensed consolidated statements of comprehensive income.

 

Interest and Dividends Income/Interest and Dividends Expense

 

Interest income and interest expense are accrued in accordance with contractual rates. Interest income consists of interest earned on collateralized financing arrangements and on cash held by brokers. Interest expense includes interest expense from collateralized transactions, margin and related lines of credit. Dividends on financial instruments owned including those pledged as collateral and financial instruments sold, not yet purchased are recorded on the ex-dividend date and interest is recognized on an accrual basis.

 

Technology Services

 

Technology services revenues consist of technology licensing fees and agency commission fees. Technology licensing fees are earned from third parties for licensing of the Company’s proprietary risk management and trading infrastructure technology and the provision of associated management and hosting services. These fees include both upfront and annual recurring fees. Revenue from technology services is recognized once persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. Revenue is recognized ratably over the contractual service period. Agency commission fees are earned from agency trades executed by the Company on behalf of third parties and recognized on a trade date basis.

 

10


 

Rebates

 

Rebates consist of volume discounts, credits or payments received from exchanges or other market places related to the placement and/or removal of liquidity from the order flow in the marketplace. Rebates are recorded on an accrual basis and included net within brokerage, exchange and clearance fees in the accompanying condensed consolidated statements of comprehensive income.

 

Income Taxes

 

Subsequent to consummation of the Reorganization Transactions and the IPO, the Company is subject to U.S. federal, state and local income taxes on its taxable income. The Company's subsidiaries are subject to income taxes in the respective jurisdictions (including foreign jurisdictions) in which they operate. Prior to the consummation of the Reorganization Transactions and the IPO, no provision for United States federal, state and local income tax was required, as Virtu Financial is a limited liability company and is treated as a pass-through entity for United States federal, state, and local income tax purposes.

 

The provision for income tax is comprised of current tax and deferred tax. Current tax represents the tax on current year tax returns, using tax rates enacted at the balance sheet date. The deferred tax assets are recognized in full and then reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be recognized.

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authority, including resolution of the appeals or litigation processes, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit for each such position that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Many factors are considered when evaluating and estimating the tax positions and tax benefits. Such estimates involve interpretations of regulations, rulings, case law, etc. and are inherently complex. The Company’s estimates may require periodic adjustments and may not accurately anticipate actual outcomes as resolution of income tax treatments in individual jurisdictions typically would not be known for several years after completion of any fiscal year. The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2017 and December 31, 2016 or the results of operations or cash flows for the three months ended March 31, 2017 and 2016.

 

Comprehensive Income and Foreign Currency Translation

 

Comprehensive income consists of two components: net income and other comprehensive income (“OCI”). OCI is comprised of revenues, expenses, gains and losses that are reported in the comprehensive income section of the condensed consolidated statements of comprehensive income, but are excluded from reported net income. The Company’s OCI is comprised of foreign currency translation adjustments. Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at period-end exchange rates, and revenues and expenses are translated at weighted average exchange rates for the period. Gains and losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive income, a separate component of stockholders’ equity.

 

Share-Based Compensation

 

The fair value of awards issued for compensation prior to the Reorganization Transactions and the IPO was determined by management, with the assistance of an independent third party valuation firm, using a projected annual forfeiture rate, where applicable, on the date of grant.

 

Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transaction and the IPO pursuant to our 2015 Management Incentive Plan (the “2015 Management Incentive Plan”) were in the form of stock options, Class A common stock and restricted stock units. The fair value of the stock option grants is determined through the application of the Black-Scholes-Merton model. The fair value of the Class A common stock and restricted stock units are determined based on the volume weighted average price for the three days preceding the grant, and with respect to the restricted stock units, a projected annual forfeiture rate. The fair value of share-based awards granted to employees is expensed based on the vesting conditions and are recognized on a straight line basis over

11


 

the vesting period. The Company records as treasury stock shares repurchased from its employees for the purpose of settling tax liabilities incurred upon the issuance of common stock, the vesting of restricted stock units or the exercise of stock options.

 

Recent Accounting Pronouncements

 

Revenue - In May 2014, the FASB issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 defers the effective date of ASU No. 2014-09 by one year for public companies. ASU 2015-14 applies to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In December 2016, FASB issued ASU 2016-20 Technical Correction and Improvement (Topic 606): Revenue from Contracts with Customers, which amends the guidance in ASU 2014-09. The effective date and transition requirements for the ASU are the same as ASU 2014-09. The Company is expected to adopt the revenue recognition guidance on January 1, 2018. A significant amount of the Company’s revenues are derived from market making activities, which do not involve customer contracts. The Company is in its preliminary stages of identifying and evaluating the revenue streams and underlying revenue contracts within the scope of this ASU. The Company is expecting to develop processes and procedures during 2017 to ensure it is fully compliant with this ASU. As of March 31, 2017, the Company has not yet identified any significant changes in the timing of revenue recognition when considering this ASU, but the Company’s implementation efforts are ongoing and such assessments may change prior to the January 1, 2018 anticipated implementation date. Implementation of the ASU will likely result in additional disclosure regarding the Company’s technology revenues.

 

Financial Assets and Liabilities — In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update intends to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new standard affects all entities that hold financial assets or owe financial liabilities and is effective for annual reporting periods (including interim periods) beginning after December 15, 2017. Early adoption of the ASU is not permitted, except for the amendments relating to the presentation of the change in the instrument-specific credit risk relating to a liability that an entity has elected to measure at fair value.  The Company is currently evaluating the potential effects of the adoption of ASU 2016-01 on its condensed consolidated financial statements, but does not expect it to have a material impact on its condensed consolidated financial statements, as it does not currently classify any equity securities as available for sale, and it does not apply the fair value option to its own debt issuances.

 

Leases — In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new ASU, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. The liability will be equal to the present value of lease payments. The asset, referred to as a “right-of-use asset” will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. New quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater information regarding the extent of revenue and expense recognized and expected to be recognized from existing contracts.  The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company anticipates adopting this ASU on January 1, 2019. The Company is not anticipating recognizing lease assets and lease liabilities for leases with a term of twelve months or less. As of March 31, 2017, the Company has not yet identified any significant changes in the timing of operating leases recognition when considering this ASU, but the Company’s implementation efforts are ongoing and such assessments may change prior to the January 1, 2019, anticipated implementation date. Upon adoption of this ASU, the Company expects to report increased assets and liabilities on its condensed consolidated statement of financial condition as a result of recognizing

12


 

right-of-use assets and lease liabilities related to certain equipment under noncancelable operating lease agreements, which currently are not reflected in its condensed consolidated statement of financial condition.

 

Compensation – Stock Compensation — In March 2016, FASB issued ASU 2016-09, Employee Share-Based Payment Accounting Improvements.  The ASU makes a number of changes to accounting for share based payment programs, including the following principal changes: providing that all excess tax benefits and tax deficiencies arising from share-based payment programs should be recognized as income tax expense or benefit in the income statement; allowing companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (as is provided under current GAAP) or account for forfeitures when they occur; and providing that partial cash settlement of an award for tax-withholding purposes would not result, by itself, in liability classification of the award provided the amount withheld does not exceed the maximum statutory tax rate (as opposed to the current requirement which specifies the minimum statutory tax rate) for an employee in the applicable jurisdictions. The ASU also provides guidance on the classification of various items related to share based payment programs in the statement of cash flows.   The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  Early adoption is permitted, and an entity that elects early adoption must adopt all of the amendments in the same period. The Company has elected to early adopt this ASU effective as of December 31, 2016 and it did not have a material impact on the Company’s condensed consolidated financial statements.

Statement of Cash Flows – In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The ASU intended to reduce diversity in practice how certain transactions are classified in the statement of cash flows by mandating classification of certain activities. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods.  Early adoption is permitted.  An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the potential effects of adoption of ASU 2016-15 on the Company’s condensed consolidated financial statements.

Income Taxes – In October 2016, FASB issued ASU 2016-16, Income Taxes (Topic 749): Intra-Entity Transfers of Assets Other Than Inventory. The ASU requires the reporting entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of the transactions are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The ASU is effective for annual periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is currently evaluating the potential effects of adoption of ASU 2016-16 on the Company’s condensed consolidated financial statements.

Accounting Changes – In January 2017, FASB issued ASU 2017-03, Accounting Changes and Error Correction (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323), which amends SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC update). The SEC staff view is that a registrant should evaluate the impact of new accounting statndards that have not yet been adopted to determine the appropriate financial disclosures on the potential material effects, especially on new standards on revenue recognition, leases, and financial instruments – credit losses. If a registrant cannot reasonably estimate the impact that adoption of the ASUs, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact. Additional qualitative disclosures should include a description of the effect of the accounting policies expected to be applied compared to current accounting policies. Furthermore, the registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. The Company adopted this ASU on January 1, 2017, and appropriate disclosures have been included in this Note for each recently issued accounting standard.

 

Goodwill - In January, 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.  To simplify the subsequent measurement of goodwill, this ASU eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the

13


 

reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.  This ASU is effective for public entities in fiscal years beginning after December 15, 2019.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.

 

3. Earnings per Share

 

Net income available for common stockholders is based on the Company’s approximate 29.9% interest in Virtu Financial.

 

The below table contains a reconciliation of net income before noncontrolling interest to net income available for common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 For the Three Months Ended

 

 For the Three Months Ended

 

(in thousands)

    

March 31, 2017

    

March 31, 2016

 

Income before income taxes and noncontrolling interest

 

$

23,882

 

$

58,702

 

Provision for income taxes

 

 

2,808

 

 

7,346

 

Net income

 

 

21,074

 

 

51,356

 

 

 

 

 

 

 

 

 

Noncontrolling interest

 

 

(16,494)

 

 

(41,008)

 

 

 

 

 

 

 

 

 

Net income available for common stockholders

 

$

4,580

 

$

10,348

 

 

 

The calculation of basic and diluted earnings per share is presented below:

 

 

 

 

 

 

 

 

 

 

 

 For the Three Months Ended March 31,

 

(in thousands, except for share or per share data)

 

2017

 

2016

 

Basic earnings per share:

 

 

 

 

 

 

 

Net income available for common stockholders

 

$

4,580

 

$

10,348

 

 

 

 

 

 

 

 

 

Less: Dividends and undistributed earnings allocated to participating securities

 

 

(353)

 

 

(221)

 

Net income available for common stockholders, net of dividends and undistributed earnings allocated to participating securities

 

 

4,227

 

 

10,127

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

Class A

 

 

40,398,381

 

 

38,210,209

 

 

 

 

 

 

 

 

 

Basic Earnings per share

 

$

0.10

 

$

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 For the Three Months Ended March 31,

 

(in thousands, except for share or per share data)

 

2017

 

2016

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net income available for common stockholders, net of dividends and undistributed earnings allocated to participating securities

 

$

4,227

 

$

10,127

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

Issued and outstanding

 

 

40,398,381

 

 

38,210,209

 

Issuable pursuant to 2015 Management Incentive Plan(1)

 

 

 —

 

 

279,280

 

 

 

 

40,398,381

 

 

38,489,489

 

 

 

 

 

 

 

 

 

Diluted Earnings per share

 

$

0.10

 

$

0.26

 

 

 

 

 

 

 


 

 

 

 

(1)

The dilutive impact of unexercised stock options excludes from the computation of EPS 774,529 options for the three months ended March 31, 2017  because inclusion of the options would have been anti-dilutive.

14


 

 

4. Tax Receivable Agreements

 

In connection with the IPO and the Reorganization Transactions, the Company entered into tax receivable agreements to make payments to certain Virtu Members, as defined in Note 13, that are generally equal to 85% of the applicable cash tax savings, if any, that the Company actually realizes as a result of favorable tax attributes that were and will continue to be available to the Company as a result of the Reorganization Transactions, exchanges of membership interests for Class A common stock or Class B common stock and payments made under the tax receivable agre