10-Q 1 vrts-20240331.htm 10-Q VRTS 03.31.2024 vrts-20240331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
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: 001-10994  
vrtslogo2019a02.jpg
VIRTUS INVESTMENT PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 26-3962811
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
One Financial Plaza, Hartford, CT 06103
(Address of principal executive offices, including Zip Code)
(800) 248-7971
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value VRTSNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒ No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ☒
The number of shares outstanding of the registrant’s common stock was 7,127,881 as of May 1, 2024.










VIRTUS INVESTMENT PARTNERS, INC.
INDEX
 
  Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
"We," "us," "our," the "Company," and "Virtus" as used in this Quarterly Report on Form 10-Q (the "10-Q") refer to Virtus Investment Partners, Inc., a Delaware corporation, and its subsidiaries.



PART I – FINANCIAL INFORMATION
 
Item 1.    Financial Statements
Virtus Investment Partners, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)March 31,
2024
December 31,
2023
Assets:
Cash and cash equivalents$123,880 $239,602 
Investments127,448 132,696 
Accounts receivable, net116,387 109,076 
Assets of consolidated investment products ("CIP")
Cash and cash equivalents of CIP123,030 100,732 
Cash pledged or on deposit of CIP767 680 
Investments of CIP2,081,225 2,082,713 
Other assets of CIP31,848 43,235 
Furniture, equipment and leasehold improvements, net26,088 26,216 
Intangible assets, net416,784 432,119 
Goodwill397,098 397,098 
Deferred taxes, net23,974 25,024 
Other assets79,596 89,438 
Total assets$3,548,125 $3,678,629 
Liabilities and Equity
Liabilities:
Accrued compensation and benefits$95,591 $200,837 
Accounts payable and accrued liabilities44,282 38,756 
Dividends payable16,553 17,291 
Contingent consideration 66,704 90,938 
Debt253,008 253,412 
Other liabilities67,460 91,471 
Liabilities of CIP
Notes payable of CIP1,922,051 1,922,243 
Securities purchased payable and other liabilities of CIP91,288 90,523 
Total liabilities2,556,937 2,705,471 
Commitments and Contingencies (Note 14)
Redeemable noncontrolling interests115,185 104,869 
Equity:
Equity attributable to Virtus Investment Partners, Inc.:
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 12,224,489 shares issued and 7,127,881 shares outstanding at March 31, 2024; and 12,163,228 shares issued and 7,087,728 shares outstanding at December 31, 2023
122 122 
Additional paid-in capital1,298,157 1,300,999 
Retained earnings (accumulated deficit)223,023 207,356 
Accumulated other comprehensive income (loss)(187)(87)
Treasury stock, at cost, 5,096,608 and 5,075,500 shares at March 31, 2024 and December 31, 2023, respectively
(649,463)(644,464)
Total equity attributable to Virtus Investment Partners, Inc.871,652 863,926 
Noncontrolling interests4,351 4,363 
Total equity 876,003 868,289 
Total liabilities and equity$3,548,125 $3,678,629 

The accompanying notes are an integral part of these condensed consolidated financial statements.
1

Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31,
(in thousands, except per share data)20242023
Revenues
Investment management fees$188,360 $164,478 
Distribution and service fees14,030 14,153 
Administration and shareholder service fees18,678 18,359 
Other income and fees974 884 
Total revenues222,042 197,874 
Operating Expenses
Employment expenses115,163 98,614 
Distribution and other asset-based expenses24,348 23,715 
Other operating expenses31,375 30,730 
Other operating expenses of consolidated investment products ("CIP")690 700 
Restructuring expense797  
Depreciation expense2,028 1,145 
Amortization expense15,335 14,391 
Total operating expenses189,736 169,295 
Operating Income (Loss)32,306 28,579 
Other Income (Expense)
Realized and unrealized gain (loss) on investments, net3,416 2,670 
Realized and unrealized gain (loss) of CIP, net1,535 2,596 
Other income (expense), net550 (343)
Total other income (expense), net5,501 4,923 
Interest Income (Expense)
Interest expense(5,681)(5,005)
Interest and dividend income3,469 3,238 
Interest and dividend income of investments of CIP51,115 46,814 
Interest expense of CIP(40,012)(35,203)
Total interest income (expense), net8,891 9,844 
Income (Loss) Before Income Taxes46,698 43,346 
Income tax expense (benefit)8,831 8,703 
Net Income (Loss)37,867 34,643 
Noncontrolling interests(8,009)3,981 
Net Income (Loss) Attributable to Virtus Investment Partners, Inc.$29,858 $38,624 
Earnings (Loss) per Share—Basic$4.19 $5.33 
Earnings (Loss) per Share—Diluted$4.10 $5.21 
Weighted Average Shares Outstanding—Basic7,119 7,245 
Weighted Average Shares Outstanding—Diluted7,287 7,410 

The accompanying notes are an integral part of these condensed consolidated financial statements.
2

Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
 Three Months Ended
March 31,
(in thousands)20242023
Net Income (Loss)$37,867 $34,643 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $36 and $(35) for the three months ended March 31, 2024 and 2023, respectively
(100)99 
Other comprehensive income (loss)(100)99 
Comprehensive income (loss)37,767 34,742 
Comprehensive (income) loss attributable to noncontrolling interests(8,009)3,981 
Comprehensive Income (Loss) Attributable to Virtus Investment Partners, Inc.$29,758 $38,723 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 Three Months Ended
March 31,
(in thousands)20242023
Cash Flows from Operating Activities:
Net income (loss)$37,867 $34,643 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense, intangible asset and other amortization18,164 16,410 
Stock-based compensation6,831 5,749 
Equity in earnings of equity method investments(498)554 
Realized and unrealized (gains) losses on investments, net(3,393)(2,670)
Deferred taxes, net1,086 1,441 
Changes in operating assets and liabilities:
Sales (purchases) of investments, net5,987 5,217 
Accounts receivable, net and other assets(341)8,725 
Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities(120,631)(115,514)
Operating activities of consolidated investment products ("CIP"):
Realized and unrealized (gains) losses on investments of CIP, net(3,732)(3,844)
Purchases of investments by CIP(304,516)(320,808)
Sales of investments by CIP323,720 323,380 
Net proceeds (purchases) of short-term investments and securities sold short by CIP206 (218)
Change in other assets and liabilities of CIP4,722 3,976 
Net cash provided by (used in) operating activities(34,528)(42,959)
Cash Flows from Investing Activities:
Capital expenditures(1,923)(1,448)
Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net(537)(52)
Purchase of equity method investment (11,645)
Net cash provided by (used in) investing activities(2,460)(13,145)
Cash Flows from Financing Activities:
Repayments on credit agreement(688)(688)
Common stock dividends paid(14,929)(14,083)
Repurchase of common shares(5,000) 
Payment of contingent consideration(24,234)(27,179)
Taxes paid related to net share settlement of restricted stock units(9,854)(12,209)
Affiliate equity sales (purchases)(419) 
Net contributions from (distributions to) noncontrolling interests16,772 294 
Financing activities of CIP:
Payments on borrowings by CIP(17,794)(61,213)
Net cash provided by (used in) financing activities(56,146)(115,078)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(203)180 
Net increase (decrease) in cash, cash equivalents and restricted cash(93,337)(171,002)
Cash, cash equivalents and restricted cash, beginning of period341,014 589,179 
Cash, cash equivalents and restricted cash, end of period$247,677 $418,177 
Non-Cash Financing Activities:
Increase (decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net$(13,624)$(3,447)
Common stock dividends payable$13,467 $11,850 

(in thousands)March 31,
2024
December 31, 2023
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$123,880 $239,602 
Cash of CIP123,030 100,732 
Cash pledged or on deposit of CIP767 680 
Cash, cash equivalents and restricted cash at end of period$247,677 $341,014 



The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Virtus Investment Partners, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
Permanent EquityTemporary Equity
 Common StockAdditional
Paid-in
Capital
Retained Earnings (Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Treasury StockTotal
Attributed To
Virtus Investment Partners, Inc.
Non-
controlling
Interests
Total
Equity
Redeemable
Non-
controlling
Interests
(in thousands, except per share data)SharesPar ValueSharesAmount
Balances at December 31, 20227,181,554 $120 $1,286,244 $130,261 $(358)4,851,693 $(599,248)$817,019 $5,917 $822,936 $113,718 
Net income (loss)— — — 38,624 — — — 38,624 765 39,389 (4,746)
Foreign currency translation adjustments— — — — 99 — — 99 — 99 — 
Net subscriptions (redemptions) and other— —  — — — —  (300)(300)(2,342)
Cash dividends declared ($1.65 per common share)
— — — (13,093)— — — (13,093)— (13,093)— 
Issuance of common shares related to employee stock transactions106,840 1 (1)— — — —  —  — 
Taxes paid on stock-based compensation— — (12,209)— — — — (12,209)— (12,209)— 
Stock-based compensation— — 7,475 — — — — 7,475 — 7,475 — 
Balances at March 31, 20237,288,394 $121 $1,281,509 $155,792 $(259)4,851,693 $(599,248)$837,915 $6,382 $844,297 $106,630 
Balances at December 31, 20237,087,728 $122 $1,300,999 $207,356 $(87)5,075,500 $(644,464)$863,926 $4,363 $868,289 $104,869 
Net income (loss)— — — 29,858 — — — 29,858 391 30,249 7,618 
Foreign currency translation adjustments— — — — (100)— — (100)— (100)— 
Net subscriptions (redemptions) and other— —  — — — —  (403)(403)2,698 
Cash dividends declared ($1.90 per common share)
— — — (14,191)— — — (14,191)— (14,191)— 
Repurchases of common shares(21,108)— — — — 21,108 (4,999)(4,999)— (4,999)— 
Issuance of common shares related to employee stock transactions61,261 — — — — — —  —  — 
Taxes paid on stock-based compensation— — (9,852)— — — — (9,852)— (9,852)— 
Stock-based compensation— — 7,010 — — — — 7,010 — 7,010 — 
Balances at March 31, 20247,127,881 $122 $1,298,157 $223,023 $(187)5,096,608 $(649,463)$871,652 $4,351 $876,003 $115,185 










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

5

Virtus Investment Partners, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Organization and Business
Virtus Investment Partners, Inc. (the "Company," "we," "us," "our" or "Virtus"), a Delaware corporation, operates in the investment management industry through its subsidiaries.

The Company provides investment management and related services to institutions and individuals. The Company's investment strategies are offered to institutional clients through institutional separate and commingled accounts, including structured products. The Company’s retail investment management services are provided to individuals through products consisting of: mutual funds registered pursuant to the Investment Company Act of 1940, as amended ("U.S. retail funds"); Undertaking for Collective Investment in Transferable Securities and Qualifying Investor Funds (collectively, "global funds") and collectively with U.S. retail funds, variable insurance funds, and exchange-traded funds ("ETFs"), (the "open-end funds"); closed-end funds (collectively, with open-end funds, the "funds"); and retail separate accounts that include intermediary-sold and private client accounts. The Company also provides subadvisory services to other investment advisers.


2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial condition and results of operations. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report on Form 10-K") filed with the Securities and Exchange Commission (the "SEC"). The Company’s significant accounting policies, which have been consistently applied, are summarized in its 2023 Annual Report on Form 10-K.

New Accounting Standards Not Yet Implemented
In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280). This standard updates reportable segment disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provides new segment disclosure requirements for entities with a single reportable segment. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, with the amendments to be applied retrospectively to all prior periods presented in the financial statements. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This standard updates income tax disclosure requirements by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards. This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.



6

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

Investment Management Fees by Source    
The following table summarizes investment management fees by source:
 Three Months Ended
March 31,
(in thousands)20242023
Investment management fees
Open-end funds$78,680 $71,266 
Closed-end funds14,394 14,678 
Retail separate accounts48,981 40,079 
Institutional accounts46,305 38,455 
Total investment management fees$188,360 $164,478 
    

4. Acquisitions
AlphaSimplex Group, LLC
On April 1, 2023, the Company completed the acquisition of AlphaSimplex Group, LLC ("AlphaSimplex"), which was accounted for in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). The total purchase price paid of $113.4 million was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. Goodwill of $48.3 million and intangible assets of $55.4 million were recorded for the acquisition.


5. Intangible Assets, Net
Below is a summary of intangible assets, net:
Definite-LivedIndefinite-LivedTotal
(in thousands)Gross Book ValueAccumulated AmortizationNet Book ValueNet Book ValueNet Book Value
Balances at December 31, 2023$806,655 $(416,834)$389,821 $42,298 $432,119 
Intangible amortization— (15,335)(15,335)— (15,335)
Balances at March 31, 2024$806,655 $(432,169)$374,486 $42,298 $416,784 
Definite-lived intangible asset amortization for the remainder of fiscal year 2024 and succeeding fiscal years is estimated as follows:
Fiscal Year
Amount
(in thousands)
Remainder of 2024$40,964 
202551,532 
202650,552 
202747,450 
202841,787 
2029 and thereafter142,201 
Total$374,486 

7


6. Investments
Investments consist primarily of investments in the Company's sponsored products. The Company's investments, excluding the assets of consolidated investment products ("CIP") discussed in Note 16, at March 31, 2024 and December 31, 2023 were as follows:
(in thousands)March 31,
2024
December 31, 2023
Investment securities - fair value$90,497 $97,304 
Equity method investments (1)23,208 22,710 
Nonqualified retirement plan assets13,743 12,682 
Total investments$127,448 $132,696 
(1)    The Company's equity method investments are valued on a three-month lag based upon the availability of financial information.

Investment Securities - fair value
Investment securities - fair value consist of investments in the Company's sponsored funds and separately managed accounts. The composition of the Company’s investment securities - fair value was as follows:
March 31, 2024December 31, 2023
(in thousands)CostFair ValueCostFair Value
Investment Securities - fair value
Sponsored funds$69,067 $69,514 $80,794 $77,433 
Equity securities16,875 20,983 16,353 19,871 
Total investment securities - fair value$85,942 $90,497 $97,147 $97,304 
For the three months ended March 31, 2024 and 2023, the Company recognized net realized losses of $0.4 million and net realized gains $1.3 million, respectively, related to its investment securities - fair value.


7. Fair Value Measurements
The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 16, as of March 31, 2024 and December 31, 2023 by fair value hierarchy level were as follows:
March 31, 2024  
(in thousands)Level 1Level 2Level 3Total
Assets
Cash equivalents$92,458 $ $ $92,458 
Investment securities - fair value
Sponsored funds69,514   69,514 
Equity securities20,983   20,983 
Nonqualified retirement plan assets13,743   13,743 
Total assets measured at fair value$196,698 $ $ $196,698 
Liabilities
Contingent consideration$ $ $41,708 $41,708 
Total liabilities measured at fair value$ $ $41,708 $41,708 

8

December 31, 2023  
(in thousands)Level 1Level 2Level 3Total
Assets
Cash equivalents$197,240 $ $ $197,240 
Investment securities - fair value
Sponsored funds77,433   77,433 
Equity securities19,871   19,871 
Nonqualified retirement plan assets12,682   12,682 
Total assets measured at fair value$307,226 $ $ $307,226 
Liabilities
Contingent consideration$ $ $56,200 $56,200 
Total liabilities measured at fair value$ $ $56,200 $56,200 
The following is a discussion of the valuation methodologies used for the Company’s assets measured at fair value:

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

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

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

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

Contingent consideration represents liabilities associated with the Company's Westchester Capital Management ("WCM") and NFJ Investment Group ("NFJ") transactions . The continent consideration related to the WCM transaction as of March 31, 2024 was $11.1 million and represents the fair value of future potential earn-out payments based on pre-established performance metrics related to revenue growth rates. The estimated fair value of the WCM liability is measured using an options pricing model valuation technique utilizing unobservable market data inputs prepared with the assistance of an independent valuation firm. The most significant unobservable inputs used relate to the aforementioned revenue growth rates, discount rate (range of 6%-7%) and the market price of risk adjustment (9%). The NFJ contingent consideration liability as of March 31, 2024 was $30.6 million and represents the fair value of the projected future revenue participation payments. The NFJ revenue participation payments consist of variable payments based on a percentage of the investment management fees earned on certain NFJ managed assets. The estimated fair value of the NFJ liability is measured using an options pricing model valuation technique utilizing unobservable market data inputs prepared with the assistance of an independent valuation firm. The most significant unobservable inputs used relate to the revenue growth rates, discount rates (range of 6% - 7%) and the market price of risk adjustment (7%). These liabilities are categorized as Level 3.

9

The following table presents a reconciliation of beginning and ending balances of the Company's contingent consideration liabilities:
Three Months Ended
March 31,
(in thousands)20242023
Contingent consideration, beginning of period$56,200 $78,100 
Reduction for payments made(14,492)(16,390)
Contingent consideration, end of period$41,708 $61,710 

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


8. Equity Transactions
Dividends Declared
On February 21, 2024, the Company declared a quarterly cash dividend of $1.90 per common share to be paid on May 15, 2024 to shareholders of record at the close of business on April 30, 2024.

Common Stock Repurchases
During the three months ended March 31, 2024, the Company repurchased 21,108 common shares at a weighted average price of $236.84 per share for a total cost, including fees and expenses, of $5.0 million under its share repurchase program. As of March 31, 2024, 583,437 shares remained available for repurchase. Under the terms of the program, the Company may repurchase shares of its common stock from time to time at its discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price and prevailing market and business conditions. The program, which has no specified term, may be suspended or terminated at any time.


9. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) were as follows:
Three Months Ended
March 31,
(in thousands)20242023
Balance at beginning of period$(87)$(358)
Net current-period other comprehensive income (loss) (1)(100)99 
Balance at end of period$(187)$(259)
(1)     Consists of foreign currency translation adjustments, net of tax of $36 and $(35) for the three months ended March 31, 2024 and 2023, respectively.


10. Stock-Based Compensation
Equity-based awards, including restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options and unrestricted shares of common stock, may be granted to officers, employees and directors of the Company pursuant to the Company's Omnibus Incentive and Equity Plan (the "Omnibus Plan"). At March 31, 2024, 375,169 shares of common stock remained available for issuance of the 3,370,000 shares that are authorized for issuance under the Omnibus Plan.     
Stock-based compensation expense is summarized as follows:
Three Months Ended March 31,
(in thousands)20242023
Stock-based compensation expense$6,831 $5,749 


10

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

RSU activity, inclusive of PSUs, for the three months ended March 31, 2024 is summarized as follows: 
Number
of Shares
Weighted Average
Grant Date
Fair Value
Outstanding at December 31, 2023344,717 $204.48 
Granted108,658 $235.14 
Forfeited(8,333)$261.65 
Settled(103,849)$229.92 
Outstanding at March 31, 2024341,193 $205.10 

For the three months ended March 31, 2024 and 2023, a total of 42,588 and 70,716 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations and for which the Company paid $9.9 million and $12.2 million respectively, in minimum employee tax withholding obligations. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting.

During the three months ended March 31, 2024 and 2023, the Company granted 26,733 and 44,291 PSUs, respectively, that contain performance-based metrics in addition to a service condition. Compensation expense for PSUs is generally recognized over a three-year service period based upon the value determined using a combination of (i) the intrinsic value method for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, Stock Compensation ("ASC 718") and (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718. Compensation expense for PSU awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition. Compensation expense for PSU awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period.

As of March 31, 2024, unamortized stock-based compensation expense for unvested RSUs and PSUs was $45.5 million with a weighted-average remaining contractual life of 1.6 years.


11. Earnings (Loss) Per Share
Earnings (loss) per share ("EPS") is calculated in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing net income (loss) attributable to Virtus Investment Partners, Inc. by the weighted-average number of common shares outstanding for the period, excluding dilution for potential common stock issuances. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, including shares issuable upon the vesting of RSUs and stock option exercises using the treasury stock method, as determined under the if-converted method.
11

The computation of basic and diluted EPS is as follows: 
 Three Months Ended March 31,
(in thousands, except per share amounts)20242023
Net Income (Loss)$37,867 $34,643 
Noncontrolling interests(8,009)3,981 
Net Income (Loss) Attributable to Virtus Investment Partners, Inc.$29,858 $38,624 
Shares:
Basic: Weighted-average number of shares outstanding7,119 7,245 
Plus: Incremental shares from assumed conversion of dilutive instruments168 165 
Diluted: Weighted-average number of shares outstanding7,287 7,410 
Earnings (Loss) per Share—Basic$4.19 $5.33 
Earnings (Loss) per Share—Diluted$4.10 $5.21 

The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive.
 Three Months Ended March 31,
(in thousands)20242023
Restricted stock units1 40 
Total anti-dilutive securities1 40 


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

The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 18.9% and 20.1% for the three months ended March 31, 2024 and 2023, respectively. The lower estimated effective tax rate for the three months ended March 31, 2024 was primarily due to excess tax benefits associated with stock-based compensation and the change in valuation allowances in the current year related to the tax effects of unrealized gains on certain Company investments.


13. Debt
Credit Agreement
The Company's credit agreement, as amended (the "Credit Agreement"), comprises (i) a $275.0 million term loan with a seven-year term (the "Term Loan") expiring in September 2028, and (ii) a $175.0 million revolving credit facility with a five-year term expiring in September 2026. The Company repaid $0.7 million outstanding under the Term Loan during the three months ended March 31, 2024 and had $258.1 million outstanding under the Term Loan at March 31, 2024. In accordance with ASC 835, Interest, the amounts outstanding under the Company's Term Loan are presented on the Condensed Consolidated Balance Sheet net of related debt issuance costs, which were $5.1 million as of March 31, 2024.


14. Commitments and Contingencies
Legal Matters
The Company is involved from time to time in litigation and arbitration, as well as examinations, inquiries and investigations by various regulatory bodies, involving its compliance with, among other things, securities laws, client investment guidelines, laws governing the activities of broker-dealers and other laws and regulations affecting its products and other activities.

12

The Company records a liability when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Based on information currently available, available insurance coverage, indemnities and established reserves, the Company believes that the outcomes of its legal and regulatory proceedings are not likely, either individually or in the aggregate, to have a material adverse effect on the Company's results of operations, cash flows or its consolidated financial condition. However, in the event of unexpected subsequent developments, and given the inherent unpredictability of these legal and regulatory matters, the Company can provide no assurance that its assessment of any legal matter will reflect the ultimate outcome, and an adverse outcome in certain matters could have a material adverse effect on the Company's results of operations or cash flows in particular quarterly or annual periods.


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

Redeemable noncontrolling interests for the three months ended March 31, 2024 included the following amounts:
(in thousands)CIPAffiliate Noncontrolling InterestsTotal
Balances at December 31, 2023$30,643 $74,226 $104,869 
Net income (loss) attributable to noncontrolling interests1,429 1,829 3,258 
Changes in redemption value (1) 4,360 4,360 
Total net income (loss) attributable to noncontrolling interests1,429 6,189 7,618 
Affiliate equity sales (purchases) (419)(419)
Net subscriptions (redemptions) and other3,117  3,117 
Balances at March 31, 2024$35,189 $79,996 $115,185 
(1)     Relates to noncontrolling interests redeemable at other than fair value.

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

The Company evaluates any variable interest entity ("VIE") in which the Company has a variable interest for consolidation. A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support, or (ii) where as a group, the holders of the equity investment at risk do not possess any one of the following: (a) the power through voting or similar rights to direct the activities that most significantly impact the entity's economic performance, (b) the obligation to absorb expected losses or the right to receive expected residual returns of the entity, or (c) proportionate voting and economic interests and where substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.
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In the normal course of its business, the Company sponsors various investment products, some of which are consolidated by the Company. CIP includes both VOEs, made up primarily of U.S. retail funds and ETFs in which the Company holds a controlling financial interest, and VIEs, which consist of collateralized loan obligations ("CLO") and certain global and private funds ("GF") of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on the Company's net income (loss). The Company's risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company's investments in, and fees generated from, these products.

The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023:
As of
 March 31, 2024December 31, 2023
VOEsVIEsVOEsVIEs
(in thousands)CLOs GFsCLOsGFs
Cash and cash equivalents$1,271 $119,914 $2,612 $1,223 $98,101 $2,088 
Investments40,591 1,962,697 77,937 30,985 1,972,342 79,386 
Other assets616 30,064 1,168 174 41,985 1,076 
Notes payable (1,922,051)  (1,922,243) 
Securities purchased payable and other liabilities(1,019)(88,270)(1,999)(740)(89,167)(616)
Noncontrolling interests(12,311)(4,351)(22,878)(7,316)(4,363)(23,327)
Net interests in CIP$29,148 $98,003 $56,840 $24,326 $96,655 $58,607 

Consolidated CLOs
The majority of the Company's CIP that are VIEs are CLOs. The financial information of certain CLOs is included on the Company's condensed consolidated financial statements on a one-month lag based upon the availability of their financial information. A majority-owned consolidated private fund, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, is also included. At March 31, 2024, the Company consolidated seven CLOs.

Investments of CLOs
The CLOs held investments of $2.0 billion at March 31, 2024, consisting of bank loan investments that comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries. These bank loan investments mature at various dates between 2024 and 2032 and generally pay interest at SOFR plus a spread.

Notes Payable of CLOs
The CLOs held notes payable with a total value, at par, of $2.1 billion at March 31, 2024, consisting of senior secured floating rate notes payable with a par value of $1.9 billion and subordinated notes with a par value of $215.1 million. These note obligations bear interest at variable rates based on SOFR plus a pre-defined spread.

The Company's beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, Consolidation (Topic 810) ("ASU 2014-13"), results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at March 31, 2024, as shown in the table below:
(in thousands)
Subordinated notes$96,416 
Accrued investment management fees1,587 
Total Beneficial Interests$98,003 

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The following table represents income and expenses of the consolidated CLOs included on the Company’s Condensed Consolidated Statements of Operations for the period indicated:
Three Months Ended March 31, 2024
(in thousands)
Income:
Realized and unrealized gain (loss), net$1 
Interest income49,280 
Total Income49,281 
Expenses:
Other operating expenses499 
Interest expense40,011 
Total Expense40,510 
Noncontrolling interests(391)
Net Income (Loss) Attributable to CLOs$8,380 

The following table represents the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:
Three Months Ended March 31, 2024
(in thousands)
Distributions received and unrealized gains (losses) on the subordinated notes held by the Company$6,083 
Investment management fees2,297 
Total Economic Interests$8,380 

Fair Value Measurements of CIP
The assets and liabilities of CIP measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 by fair value hierarchy level were as follows:
As of March 31, 2024
(in thousands)Level 1Level 2Level 3Total
Assets
Cash equivalents$119,914 $ $ $119,914 
Debt investments 2,003,579 47,551 2,051,130 
Equity investments 29,469 384 242 30,095 
Total assets measured at fair value$149,383 $2,003,963 $47,793 $2,201,139 
Liabilities
Notes payable$ $1,922,051 $ $1,922,051 
Short sales485   485 
Total liabilities measured at fair value$485 $1,922,051 $ $1,922,536 

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As of December 31, 2023
(in thousands)Level 1Level 2Level 3Total
Assets
Cash equivalents$98,101 $ $ $98,101 
Debt investments241 2,012,760 36,616 2,049,617 
Equity investments32,642 8 446 33,096 
Total assets measured at fair value$130,984 $2,012,768 $37,062 $2,180,814 
Liabilities
Notes payable$ $1,922,243 $ $1,922,243 
Short sales518   518 
Total liabilities measured at fair value$518 $1,922,243 $ $1,922,761 

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

Level 1 assets represent cash investments in money market funds and debt and equity investments that are valued using published net asset values or the official closing price on the exchange on which the securities are traded.

Level 2 assets represent most debt securities (including bank loans) and certain equity securities (including non-U.S. securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments, other than bank loans, are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments, which are included as debt investments, are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics.

Level 3 assets include debt and equity securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security. These securities are valued using unadjusted prices from an independent pricing service.

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

Level 2 liabilities consist of notes payable issued by CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company, and (ii) the carrying value of any beneficial interests that represent compensation for services. The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment.

The securities purchased payable at March 31, 2024 and December 31, 2023 approximated fair value due to the short-term nature of the instruments.

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The following table is a reconciliation of assets of CIP for Level 3 investments for which significant unobservable inputs were used to determine fair value:
 Three Months Ended March 31,
 (in thousands)
20242023
Balance at beginning of period$37,062 $43,581 
Realized and unrealized gains (losses), net(324)111 
Purchases 4 
Sales(14,625)(7,195)
Transfers to Level 2(13,468)(35,747)
Transfers from Level 239,148 9,904 
Balance at end of period (1)$47,793 $10,658 
(1)The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. Transfers in and/or out of levels are reflected when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable/unobservable at period end.

Nonconsolidated VIEs
The Company serves as the collateral manager for other CLOs that are not consolidated. The assets and liabilities of these CLOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership of, nor holds any notes issued by, the CLOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CLOs did not represent a variable interest as (i) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services, (ii) the Company does not hold other interests in the CLOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CLOs' expected losses or receive more than an insignificant amount of the CLOs' expected residual return, and (iii) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length.
    
The Company has interests in certain other VIEs that the Company does not consolidate as it is not the primary beneficiary since its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. At March 31, 2024, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $29.1 million.


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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q contains statements that are, or may be considered to be, forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements that are not historical facts, including statements about our beliefs or expectations, are "forward-looking statements." These statements may be identified by such forward-looking terminology as "expect," "estimate," "intent," "plan," "intend," "believe," "anticipate," "may," "will," "should," "could," "continue," "project," "opportunity," "predict," "would," "potential," "future," "forecast," "guarantee," "assume," "likely," "target" or similar statements or variations of such terms.

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

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

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, resulting from: (i) any reduction in our assets under management; (ii) inability to achieve the expected benefits of strategic transactions; (iii) withdrawal, renegotiation or termination of investment advisory agreements; (iv) damage to our reputation; (v) inability to satisfy financial debt covenants and required payments; (vi) inability to attract and retain key personnel; (vii) challenges from competition; (viii) adverse developments related to unaffiliated subadvisers; (ix) negative changes in key distribution relationships; (x) interruptions, breaches, or failures of technology systems; (xi) loss on our investments; (xii) lack of sufficient capital on satisfactory terms; (xiii) adverse regulatory and legal developments; (xiv) failure to comply with investment guidelines or other contractual requirements; (xv) adverse civil litigation, government investigations, or proceedings; (xvi) unfavorable changes in tax laws or limitations; (xvii) inability to make common stock dividend payments; (xviii) impediments from certain corporate governance provisions; (xix) losses or costs not covered by insurance; (xx) impairment of goodwill or other intangible assets; and other risks and uncertainties. Any occurrence of, or any material adverse change in, one or more risk factors or risks and uncertainties referred to above, in our 2023 Annual Report on Form 10-K, this Quarterly Report on Form 10-Q and our other periodic reports filed with the Securities and Exchange Commission (the "SEC") could materially and adversely affect our operations, financial results, cash flows, prospects and liquidity.

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

Overview
    Our Business
We provide investment management and related services to institutions and individuals. We use a multi-manager, multi-style approach, offering investment strategies from affiliated managers, each having its own distinct investment style, autonomous investment process and individual brand, as well as from select unaffiliated managers for certain of our retail funds. By offering a broad array of products, we believe we can appeal to a greater number of investors and have offerings across market cycles and through changes in investor preferences. Our earnings are primarily from asset-based fees charged for services relating to these various products, including investment management, fund administration, distribution, and shareholder services.

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We offer investment strategies for institutional and individual investors in different investment products and through multiple distribution channels. Our investment strategies are available in a diverse range of styles and disciplines, managed by differentiated investment managers. We have offerings in various asset classes (equity, fixed income, multi-asset and alternatives), geographies (domestic, global, international and emerging), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental and quantitative). Our institutional products are offered through institutional separate accounts and commingled accounts, including structured products to a variety of institutional clients. Our products include open-end funds, closed-end funds and retail separate accounts. We also provide subadvisory services to other investment advisers.

Our institutional distribution resources include affiliate-specific sales teams primarily focused on the U.S. market, supported by shared consultant relations and U.S. and non-U.S. institutional sales distribution. Our institutional products are marketed through relationships with consultants as well as directly to clients. We target key market segments, including foundations and endowments, corporations, public and private pension plans, sovereign wealth funds and subadvisory relationships.

Our retail distribution resources in the U.S. consist of regional sales professionals, a national account relationship group and specialized teams for retirement and ETFs. Our U.S. retail funds and retail separate accounts are distributed through financial intermediaries. We have broad distribution access in the U.S. retail market, with distribution partners that include national and regional broker-dealers, independent broker-dealers and registered investment advisers, banks and insurance companies. In many of these firms, we have a number of products that are on preferred "recommended" lists and on fee-based advisory programs. Our private client business is marketed directly to individual clients by financial advisory teams at our affiliated investment managers.

Financial Highlights 
Net income per diluted share was $4.10 in the first quarter of 2024, a decrease of $1.11, or 21.3%, compared to net income per diluted share of $5.21 in the first quarter of 2023.
Total sales were $7.6 billion in the first quarter of 2024, an increase of $1.3 billion, or 21.6%, from $6.2 billion in the first quarter of 2023. Net flows were $(1.2) billion in the first quarter of 2024 compared to net flows of $(1.9) billion in the first quarter of 2023.
Assets under management were $179.3 billion at March 31, 2024, an increase of $24.5 billion, or 15.8%, from March 31, 2023.

Assets Under Management
At March 31, 2024, total assets under management were $179.3 billion, representing an increase of $24.5 billion, or 15.8%, from March 31, 2023, and an increase of $7.1 billion, or 4.1%, from December 31, 2023. The increase in total assets under management from March 31, 2023 included $25.7 billion from positive market performance and $7.8 billion from the acquisition of AlphaSimplex Group LLC on April 1, 2023 ("AlphaSimplex"), partially offset by $6.6 billion of net outflows. The increase in total assets under management from December 31, 2023 included $8.7 billion from positive market performance partially offset by $1.2 billion of net outflows.


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Assets Under Management by Product
The following table summarizes our assets under management by product:
As of March 31,Change
(in millions)20242023$%
Open-End Funds (1)$57,818 $53,865 $3,953 7.3 %
Closed-End Funds10,064 10,358 (294)(2.8)%
Retail Separate Accounts46,816 37,397 9,419 25.2 %
Institutional Accounts (2)64,613 53,229 11,384 21.4 %
Total$179,311 $154,849 $24,462 15.8 %
Average Assets Under Management (3)$173,358 $152,361 $20,997 13.8 %
(1)Represents assets under management of U.S. retail funds, global funds, ETFs and variable insurance funds.
(2)Represents assets under management of institutional separate and commingled accounts including structured products.
(3)Averages are calculated as follows:
Funds - average daily or weekly balances
Retail Separate Accounts - prior-quarter ending balances
Institutional Accounts - average of month-end balances

Asset Flows by Product    
The following table summarizes asset flows by product:
Three Months Ended
March 31,
(in millions)20242023
Open-End Funds (1)
Beginning balance$56,062 $53,000 
Inflows3,476 3,011 
Outflows(4,104)(4,792)
Net flows(628)(1,781)
Market performance2,560 2,771 
Other (2)(176)(125)
Ending balance$57,818 $53,865 
Closed-End Funds
Beginning balance$10,026 $10,361 
Inflows— 
Outflows— — 
Net flows— 
Market performance239 205 
Other (2)(201)(212)
Ending balance$10,064 $10,358 
Retail Separate Accounts
Beginning balance$43,202 $35,352 
Inflows2,373 1,367 
Outflows(1,695)(1,288)
Net flows678 79 
Market performance2,936 1,966 
Other (2)— — 
Ending balance$46,816 $37,397 
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Three Months Ended
March 31,
(in millions)20242023
Institutional Accounts (3)
Beginning balance$62,969 $50,663 
Inflows1,734 1,852 
Outflows(3,022)(2,047)
Net flows(1,288)(195)
Market performance3,001 2,906 
Other (2)(69)(145)
Ending balance$64,613 $53,229 
Total
Beginning balance$172,259 $149,376 
Inflows7,583 6,234 
Outflows(8,821)(8,127)
Net flows(1,238)(1,893)
Market performance