virt-20240125
0001592386FALSE0001592386false00015923862023-11-022023-11-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 25, 2024
VIRTU FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
 of incorporation)
001-37352
(Commission File No.)
32-0420206
(IRS Employer
 Identification No.)
1633 Broadway
New York, NY 10019
(Address of principal executive offices)
(212) 418-0100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbol(s)Name of each exchange on which registered:
Class A common stock, par value $0.00001 per shareVIRT
The NASDAQ Stock Market LLC



ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 25, 2024, Virtu Financial, Inc. (the “Company”) issued a press release setting forth its financial results for its quarter ended December 31, 2023. A copy of the Company's press release is attached as Exhibit 99.1 to this report. The Company does not intend for this Item 2.02 or Exhibit 99.1 to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or to be incorporated by reference into filings under the Securities Act of 1933, as amended.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Exhibit No.Description
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
2


EXHIBIT INDEX
Exhibit No.Description
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
3


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
VIRTU FINANCIAL, INC.
By: /s/ JUSTIN WALDIE
Name:Justin Waldie
Title:Senior Vice President, Secretary and General Counsel
Dated: January 25, 2024
4
Document
Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

Virtu Announces Fourth Quarter 2023 Results


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


Fourth Quarter and Full Year Selected Highlights


Fourth Quarter 2023:

Net income of $6.7 million; Normalized Adjusted Net Income1 of $44.1 million
Basic and diluted earnings per share of $0.05; Normalized Adjusted EPS1 of $0.27
Total revenues of $536.0 million; Trading income, net, of $266.6 million; Net income Margin of 1.3%2
Adjusted Net Trading Income1 of $260.9 million
Adjusted EBITDA1 of $99.0 million; Adjusted EBITDA Margin1 of 37.9%
Share buybacks of $44.0 million, or 2.4 million shares, under the Share Repurchase Program3

Full Year 2023:

Net income of $263.9 million; Normalized Adjusted Net Income1 of $308.1 million
Basic and diluted earnings per share of $1.42; Normalized Adjusted EPS1 of $1.84
Total revenues of $2,293.4 million; Trading income, net of $1,301.3 million; Net income Margin of 11.5%2
Adjusted Net Trading Income1 of $1,210.7 million
Adjusted EBITDA1 of $568.0 million; Adjusted EBITDA Margin1 of 46.9%
Share buybacks of $210.0 million, or 11.3 million shares, under the Share Repurchase Program3

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

Note 1: Non-GAAP financial measures. Please see "Non-GAAP Financial Measures and Other Items" for more information.
Note 2: Calculated by dividing Net income by Total revenue
Note 3: Shares repurchased calculated on a settlement date basis.
Page 1


Exhibit 99.1
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Financial Results

Fourth Quarter 2023:

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

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

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

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

Full Year 2023:

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

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

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

Assuming all non-controlling interests had been exchanged for common stock, and the Company’s Normalized Adjusted Net Income before income taxes was subject to corporation taxes, Normalized Adjusted EPS was $1.84 for 2023, compared to $3.00 for 2022.

Operating Segment Information

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

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

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

Corporate contains the Company's investments, principally in strategic trading-related opportunities, and maintains corporate overhead expenses.
Page 2


Exhibit 99.1
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The following tables show the trading income, net, total revenues and Adjusted Net Trading Income by segment for the three months and full years ended December 31, 2023 and 2022.

Total revenues by segment
(in thousands, unaudited)
Three Months Ended December 31, 2023Three Months Ended December 31, 2022
Market MakingExecution ServicesCorporateTotalMarket MakingExecution ServicesCorporateTotal
Trading income, net$262,501 $4,079 $— $266,580 $308,702 $4,578 $— $313,280 
Commissions, net and technology services6,894 107,481 — 114,375 11,299 106,565 — 117,864 
Interest and dividends income151,773 2,877 — 154,650 63,443 242 — 63,685 
Other, net833 (7,940)7,479 372 2,352 516 71 2,939 
Total Revenues$422,001 $106,497 $7,479 $535,977 $385,796 $111,901 $71 $497,768 
Year Ended December 31, 2023Year Ended December 31, 2022
Market MakingExecution ServicesCorporateTotalMarket MakingExecution ServicesCorporateTotal
Trading income, net$1,283,680 $17,664 $— $1,301,344 $1,607,819 $21,079 $— $1,628,898 
Commissions, net and technology services29,571 426,027 — 455,598 42,180 487,665 — 529,845 
Interest and dividends income451,859 10,707 — 462,566 158,664 456 — 159,120 
Other, net78,413 (7,856)3,308 73,865 4,176 5,041 37,732 46,949 
Total Revenues$1,843,523 $446,542 $3,308 $2,293,373 $1,812,839 $514,241 $37,732 $2,364,812 
Page 3


Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg


Reconciliation of trading income, net to Adjusted Net Trading Income by operating segment
(in thousands, unaudited)
Three Months Ended December 31, 2023Three Months Ended December 31, 2022
Market MakingExecution ServicesCorporateTotalMarket MakingExecution ServicesCorporateTotal
Trading income, net$262,501 $4,079 $— $266,580 $308,702 $4,578 $— $313,280 
Commissions, net and technology services6,894 107,481 — 114,375 11,299 106,565 — 117,864 
Interest and dividends income151,773 2,877 — 154,650 63,443 242 — 63,685 
Brokerage, exchange, clearance fees and payments for order flow, net(96,740)(20,380)— (117,120)(122,780)(20,153)— (142,933)
Interest and dividends expense(156,941)(630)— (157,571)(76,026)(1,791)— (77,817)
Adjusted Net Trading Income$167,487 $93,427 $ $260,914 $184,638 $89,441 $ $274,079 
Year Ended December 31, 2023Year Ended December 31, 2022
Market MakingExecution ServicesCorporateTotalMarket MakingExecution ServicesCorporateTotal
Trading income, net$1,283,680 $17,664 $— $1,301,344 $1,607,819 $21,079 $— $1,628,898 
Commissions, net and technology services29,571 426,027 — 455,598 42,180 487,665 — 529,845 
Interest and dividends income451,859 10,707 — 462,566 158,664 456 — 159,120 
Brokerage, exchange, clearance fees and payments for order flow, net(420,608)(87,750)— (508,358)(524,762)(94,406)— (619,168)
Interest and dividends expense(497,895)(2,572)— (500,467)(225,427)(5,633)— (231,060)
Adjusted Net Trading Income$846,607 $364,076 $ $1,210,683 $1,058,474 $409,161 $ $1,467,635 

Financial Condition

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

Share Repurchase Program

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

Earnings Conference Call Information

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

Website Information

We routinely post important information for investors on the Investor Relations section of our website, ir.virtu.com/investor-relations and also from time to time may use social media channels, including our Twitter account (twitter.com/virtufinancial) and our LinkedIn account (linkedin.com/company/virtu-financial), as an additional means of disclosing public information to investors, the media and others interested in us. It is possible that certain information we post on our website and on social media could be deemed to be material information, and we encourage investors, the media and others interested in us to review the business and financial information we post on our website and on the social media channels identified above, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that
Page 4


Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

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

Page 5


Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

Non-GAAP Financial Measures and Other Items

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

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

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

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

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


Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, and Normalized Adjusted EPS and Adjusted Operating Expenses are non-GAAP financial measures used by management in evaluating operating performance and in making strategic decisions. Additional information provided regarding the breakdown of Total Adjusted Net Trading Income by category is also a non-GAAP financial measure but is not used by the Company in evaluating operating performance and in making strategic decisions. In addition, these non-GAAP financial measures or similar non-GAAP measures are used by research analysts, investment bankers and lenders to assess our operating performance. Management believes that the presentation of Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS provide useful information to investors regarding our results of operations because they assist both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS provide indicators of general economic performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period. Furthermore, our credit agreement contains tests based on metrics similar to Adjusted EBITDA. Other companies may define Adjusted Net Trading Income, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted Net Income, Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes and Normalized Adjusted EPS differently, and as a result our measures of
Page 6


Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

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

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

they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;
our EBITDA-based measures do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and our EBITDA-based measures do not reflect any cash requirement for such replacements or improvements;
they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and
they do not reflect limitations on our costs related to transferring earnings from our subsidiaries to us.

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


Page 7


Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except share and per share data)2023202220232022
Revenues:
Trading income, net$266,580 $313,280 $1,301,344 $1,628,898 
Interest and dividends income154,650 63,685 462,566 159,120 
Commissions, net and technology services114,375 117,864 455,598 529,845 
Other, net372 2,939 73,865 46,949 
Total revenues535,977 497,768 2,293,373 2,364,812 
Operating Expenses:
Brokerage, exchange, clearance fees and payments for order flow, net117,120 142,933 508,358 619,168 
Communication and data processing59,923 55,064 230,760 219,505 
Employee compensation and payroll taxes97,825 85,608 394,039 390,947 
Interest and dividends expense157,571 77,817 500,467 231,060 
Operations and administrative26,768 32,958 98,972 86,069 
Depreciation and amortization16,230 15,907 63,306 66,377 
Amortization of purchased intangibles and acquired capitalized software15,953 16,020 63,960 64,837 
Termination of office leases141 5,237 455 6,982 
Debt issue cost related to debt refinancing, prepayment and commitment fees2,573 1,385 8,317 29,910 
Transaction advisory fees and expenses284 11 314 1,124 
Financing interest expense on long-term borrowings24,795 25,130 99,294 92,035 
Total operating expenses519,183 458,070 1,968,242 1,808,014 
Income before income taxes and noncontrolling interest16,794 39,698 325,131 556,798 
Provision for income taxes10,093 61 61,210 88,466 
Net income$6,701 $39,637 $263,921 $468,332 
Noncontrolling interest(1,163)(12,042)(121,885)(203,306)
Net income available for common stockholders$5,538 $27,595 $142,036 $265,026 
Earnings per share:
Basic$0.05 $0.27 $1.42 $2.45 
Diluted$0.05 $0.27 $1.42 $2.44 
Weighted average common shares outstanding
Basic90,217,295 99,537,975 94,076,165 103,997,767 
Diluted90,217,295 99,728,178 94,076,165 104,422,443 
Comprehensive income:
Net income $6,701 $39,637 $263,921 $468,332 
Other comprehensive income
Foreign exchange translation adjustment, net of taxes4,787 19,251 4,957 (24,254)
Net change in unrealized cash flow hedges gains, net of taxes(24,381)(1,801)(36,993)90,865 
Comprehensive income $(12,893)$57,087 $231,885 $534,943 
Less: Comprehensive income attributable to noncontrolling interest11,151 (19,067)(104,406)(228,117)
Comprehensive income available for common stockholders$(1,742)$38,020 $127,479 $306,826 
Page 8


Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg


Virtu Financial, Inc. and Subsidiaries
Reconciliation to Non-GAAP Operating Data (Unaudited)

The following tables reconcile Condensed Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and selected Operating Margins.
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except percentages)2023202220232022
Reconciliation of Trading income, net to Adjusted Net Trading Income
Trading income, net$266,580 $313,280 $1,301,344 $1,628,898 
Commissions, net and technology services114,375 117,864 455,598 529,845 
Interest and dividends income154,650 63,685 462,566 159,120 
Brokerage, exchange, clearance fees and payments for order flow, net(117,120)(142,933)(508,358)(619,168)
Interest and dividends expense(157,571)(77,817)(500,467)(231,060)
Adjusted Net Trading Income$260,914 $274,079 $1,210,683 $1,467,635 
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Net income6,701 39,637 263,921 468,332 
Financing interest expense on long-term borrowings24,795 25,130 99,294 92,035 
Debt issue cost related to debt refinancing, prepayment and commitment fees2,573 1,385 8,317 29,910 
Depreciation and amortization16,230 15,907 63,306 66,377 
Amortization of purchased intangibles and acquired capitalized software15,953 16,020 63,960 64,837 
Provision for income taxes10,093 61 61,210 88,466 
EBITDA$76,345 $98,140 $560,008 $809,957 
Severance3,537 4,061 8,793 8,070 
Transaction advisory fees and expenses284 11 314 1,124 
Termination of office leases141 5,237 455 6,982 
Other1,860 1,584 (65,536)(34,229)
Share based compensation16,825 16,378 63,933 67,219 
Adjusted EBITDA$98,992 $125,411 $567,967 $859,123 
Selected Operating Margins
GAAP Net income Margin (1)
1.3 %8.0 %11.5 %19.8 %
Non-GAAP Net income Margin (2)
2.6 %14.5 %21.8 %31.9 %
EBITDA Margin (3)
29.3 %35.8 %46.3 %55.2 %
Adjusted EBITDA Margin (4)
37.9 %45.8 %46.9 %58.5 %
1 Calculated by dividing Net income by Total revenue.
2 Calculated by dividing Net income by Adjusted Net Trading Income.
3 Calculated by dividing EBITDA by Adjusted Net Trading Income.
4 Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income.
Page 9


Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

Virtu Financial, Inc. and Subsidiaries
Reconciliation to Non-GAAP Operating Data (Unaudited)
(Continued)

The following tables reconcile Condensed Consolidated Statements of Comprehensive Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS.
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except share and per share data)2023202220232022
Reconciliation of Net Income to Normalized Adjusted Net Income
Net income$6,701 $39,637 $263,921 $468,332 
Provision for income taxes10,093 61 61,210 88,466 
Income before income taxes and noncontrolling interest$16,794 $39,698 $325,131 $556,798 
Amortization of purchased intangibles and acquired capitalized software15,953 16,020 63,960 64,837 
Debt issue cost related to debt refinancing, prepayment and commitment fees2,573 1,385 8,317 29,910 
Severance3,537 4,061 8,793 8,070 
Transaction advisory fees and expenses284 11 314 1,124 
Termination of office leases141 5,237 455 6,982 
Other1,860 1,584 (65,536)(34,229)
Share based compensation16,825 16,378 63,933 67,219 
Normalized Adjusted Net Income before income taxes$57,967 $84,374 $405,367 $700,711 
Normalized provision for income taxes (1)
13,912 20,249 97,286 168,171 
Normalized Adjusted Net Income$44,055 $64,125 $308,081 $532,540 
Weighted Average Adjusted shares outstanding (2)
163,869,845 172,932,785 167,782,513 177,688,188 
Normalized Adjusted EPS$0.27 $0.37 $1.84 $3.00 
(1) Reflects U.S. federal, state, and local income tax rate applicable to corporations of approximately 24% for all periods presented.
(2) Assumes that (1) holders of all vested and unvested non-vesting Virtu Financial Units (together with corresponding shares of the Company's Class C common stock, par value $0.00001 per share (the “Class C Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of Class A Common Stock on a one-for-one basis, (2) holders of all Virtu Financial Units (together with corresponding shares of the Company's Class D common stock, par value $0.00001 per share (the “Class D Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of the Company's Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) on a one-for-one basis, and subsequently exercised their right to convert the shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Amended and Restated 2015 Management Incentive Plan during the three months and full years ended December 31, 2023 and 2022.

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Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

Virtu Financial, Inc. and Subsidiaries
Condensed Consolidated Statements of Financial Condition (Unaudited)
(in thousands, except share data)December 31,
2023
December 31,
2022
Assets
Cash and cash equivalents$820,436 $981,580 
Cash and securities segregated under regulations and other35,024 56,662 
Securities borrowed1,722,440 1,187,674 
Securities purchased under agreements to resell1,512,114 336,999 
Receivables from broker-dealers and clearing organizations737,724 1,115,185 
Receivables from customers106,245 80,830 
Trading assets, at fair value7,358,611 4,630,552 
Property, equipment and capitalized software, net100,365 85,194 
Operating lease right-of-use assets229,499 187,442 
Goodwill1,148,926 1,148,926 
Intangibles (net of accumulated amortization)257,520 321,480 
Deferred taxes133,760 146,801 
Other assets303,720 303,916 
Total assets14,466,384 10,583,241 
Liabilities and equity
Liabilities
Short-term borrowings, net— 3,944 
Securities loaned1,329,446 1,060,432 
Securities sold under agreements to repurchase1,795,994 627,549 
Payables to broker-dealers and clearing organizations1,167,712 273,843 
Payables to customers23,229 46,525 
Trading liabilities, at fair value6,071,352 4,196,974 
Tax receivable agreement obligations216,480 238,758 
Accounts payable and accrued expenses and other liabilities451,293 448,635 
Operating lease liabilities278,317 239,202 
Long-term borrowings, net1,727,205 1,795,952 
Total liabilities13,061,028 8,931,814 
Total equity1,405,356 1,651,427 
Total liabilities and equity$14,466,384 $10,583,241 
As of December 31, 2023
Ownership of Virtu Financial LLC Interests:Interests%
Virtu Financial, Inc. - Class A Common Stock and Restricted Stock Units94,033,360 57.8%
Non-controlling Interests (Virtu Financial LLC)68,699,738 42.2%
Total Virtu Financial LLC Interests162,733,098 100.0%

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Exhibit 99.1
https://cdn.kscope.io/a6463c04a65d65d2d7f9f7a176825714-virtufinancialincpre_imagea.jpg

About Virtu Financial, Inc.

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


Cautionary Note Regarding Forward-Looking Statements

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


CONTACT     

Investor & Media Relations
Andrew Smith
investor_relations@virtu.com
media@virtu.com
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