Virtus Investment Partners Announces Financial Results For The

The following excerpt is from the company's SEC filing.

Quarter 2016

EPS of

; EPS, As Adjusted, of

Total Sales of

; Positive Net Flows of

; AUM of

$46.5B

Hartford, CT,

October 28, 2016

Virtus Investment Partners, Inc. (NASDAQ: VRTS) today reported financial results for the three months ended

September 30, 2016

Financial Highlights (Unaudited)

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

Three Months Ended

9/30/2016

9/30/2015

Change

6/30/2016

U.S. GAAP Financial Measures

Revenues

Operating expenses

Operati ng income

Operating margin

Net income (loss) attributable to common stockholders

Earnings (loss) per share - diluted

Non-GAAP Financial Measures (1)

Revenues, as adjusted

Operating expenses, as adjusted

Operating income, as adjusted

Operating margin, as adjusted

Net income attributable to common stockholders, as adjusted

Earnings per share - diluted, as adjusted

(1) See the information beginning on page 9 for a reconciliation to their most directly comparable U.S. GAAP measures and other important disclosures.

N/M - Not Meaningful

Earnings Summary

The company presents U.S. GAAP earnings information and non-GAAP earnings information in this release. Management believes that the non-GAAP financial measures presented most accurately reflect the company’s operating results from providing investment management and related services to individuals and institutions and uses these measures to evaluate financial performance. Non-GAAP financial measures have material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures. Reconciliations of the non-GAAP financial measures to the most comparable U.S. GAAP measures can be found beginning on page 9 of this earnings release.

GAAP Results

Operating income for the quarter increased

percent sequentially on higher revenues and lower operating expenses, which included $1.9 million of severance costs. Operating expenses decreased 8 percent from the second quarter, which included $3.8 million of collateralized loan obligation (CLO) issuance costs and $2.4 million of severance costs associated with a previously announced staff reduction.

Earnings per diluted common share of

in the second quarter. Third quarter earnings per share included $0.53 of unrealized gains on investments and ($0.15) of severance costs; second quarter earnings per share included a $0.21 gain from the sale of a minority interest investment, ($0.56) of CLO launch-related expenses, and ($0.18) of severance costs.

The effective tax rate of 30 percent included the release of a $1.5 million valuation allowance related to marketable securities.

Non-GAAP Results

Operating income, as adjusted, and the related margin improved sequentially on higher revenues, as adjusted, resulting from higher investment management fees, as adjusted, and lower operating expenses, as adjusted. The 4 percent sequential-quarter increase in investment management fees, as adjusted, included a $0.7 million incentive fee on a CLO issued in 2006 that was redeemed in the third quarter. Employment expenses, as adjusted, were unchanged from the second quarter as higher variable compensation offset lower base salary and benefits, due primarily to the staff reduction. Other operating expenses, as adjusted, decreased 10 percent from the second quarter, which included the annual Board of Directors' equity grant and costs associated with discrete business development initiatives.

Net income attributable to common stockholders, as adjusted, of

$12.9 million

per diluted common share, increased sequentially by

percent and

percent, respectively. Third quarter earnings per share, as adjusted, included a full-quarter benefit from the reduced share count of $0.09 following the second quarter tender offer, as well as a $0.06 benefit related to the CLO incentive fee.

The effective tax rate, as adjusted, of

percent was relatively unchanged from prior periods.

Virtus Investment Partners, Inc. | 100 Pearl Street | Hartford, CT 06103 | www.virtus.com

Asset Flows and Assets Under Management

(in billions)

Ending assets under management

Average assets under management

Gross sales

Net flows

Assets under management of

$46.5 billion

at quarter-end increased

June 30, 2016

due to positive net flows and market appreciation.

Total sales of

$3.1 billion

percent sequentially due to higher sales in all product categories. The sequential quarter increase in mutual fund sales of 39 percent reflects higher sales in the Emerging Markets Opportunities Fund. Separately managed account (SMA) sales increased 16 percent sequentially due primarily to higher sales in equity strategies managed by Kayne Anderson Rudnick. Institutional sales increased 13 percent over the prior quarter and included a domestic REIT mandate at Duff and Phelps Investment Management, as well as small- and mid-cap equity mandates at Kayne Anderson Rudnick.

Net flows were positive

$0.5 billion

, a sequential-quarter increase of $2.6 billion, due to significantly improved flows in open-end funds and net inflows in institutional, SMAs and ETFs. Mutual fund net flows were

($0.3) billion

compared with

($2.4) billion

in the second quarter, with the sequential quarter change reflecting $1.7 billion of improved flows in the Emerging Markets Opportunities Fund, as well as higher flows in fixed income and domestic equity mutual funds.

Balance Sheet Highlights (Unaudited)

(in millions)

Cash and cash equivalents

Seed capital investments (1)

Investments - other (2)

     Total - cash and investments

Deferred taxes, net

Dividends payable

Total equity attributable to stockholders

Working capital (3)

Ending shares outstanding

(1) Represents the company’s investments in sponsored investment products including the company's investment in consolidated sponsored investment products (CSIPs), net of noncontrolling interests. For the periods ending

September 30, 2015

, net assets of CSIPs represent $141.8 million, $338.7 million, and $134.3 million of total assets, $2.9 million, $29.8 million, and $2.4 million of total liabilities, and $30.3 million, $49.9 million, and $27.1 million of redeemable noncontrolling interests, respectively.

(2) Investments that are not related to the company’s seed investments, including mutual funds and an investment in a company-managed CLO, which is a consolidated investment product. For the periods ended

, the investment in the consolidated investment product consisted of $377.0 million and $441.9 million of total assets and $349.6 million and $414.4 million of total liabilities, respectively.

(3) Defined as cash and investments plus accounts receivable, net, less seed capital investments, a company-managed CLO, accrued compensation and benefits, accounts payable and accrued liabilities, and dividends payable

the company had cash and investments of $50 on a per-share basis, no outstanding debt and $150.0 million of capacity on its new unsecured credit facility. Share repurchases in the quarter totaled $10.0 million, or 1.5 percent of shares outstanding. Since

, the company has repurchased 1.1 million shares and reduced its ending shares outstanding by 12.2 percent.

In the third quarter, the company finalized a new unsecured credit facility that replaced its former $75.0 million secured credit agreement. The new $150.0 million facility has a five-year term with the ability to increase the borrowing capacity by $50.0 million, subject to lending group approval, which would bring total capacity to $200.0 million. The new agreement provides financing at a variable interest rate of LIBOR plus a margin ranging from 1.75 percent to 2.25 percent based on the company's leverage ratio.

On October 27

, the company announced that it had entered into a purchase agreement for 1.7 million shares of its common stock, or approximately 22.7 percent of shares outstanding at September 30, from its largest shareholder, Bank of Montreal Holding Inc. The repurchase was funded from cash on hand and $30 million of proceeds from its credit facility.

Conference Call

Virtus Investment Partners management will host an investor conference call on Friday, October 28, at 10 a.m. Eastern to discuss these financial results and related matters. The webcast of the call will be available in the Investor Relations section of www.virtus.com or by telephone at 877-930-7765 if calling from within the U.S. or 253-336-7413 if calling from outside the U.S. (Conference ID: 5954853). A replay of the call will be available through November 4 by telephone at 855-859-2056 if calling from within the U.S. or 404-537-3406 if calling from outside the U.S. (Conference ID: 5954853). The presentation that will be reviewed as part of the conference call will be available in the Presentations section of www.virtus.com.

About Virtus Investment Partners

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

Contacts

Jeanne Hess, Investor Relations

(860) 263-4730

jeanne.hess@virtus.com

Joe Fazzino, Media Relations

(860) 263-4725

joe.fazzino@virtus.com

U.S. GAAP Consolidated Statements of Operations

(in thousands, except per share data)

Nine Months Ended

Investment management fees

60,398

64,891

58,192

176,234

204,254

Distribution and service fees

12,116

15,587

12,167

36,761

52,820

Administration and transfer agent fees

11,614

29,085

37,233

Other income and fees

     Total revenues

82,324

92,375

80,085

242,704

295,862

Operating Expenses

33,142

33,504

33,065

102,184

102,719

Distribution and other asset-based expenses

17,380

21,717

17,432

52,913

69,900

11,392

11,165

12,457

34,614

51,403

Other operating expenses of consolidated sponsored investment products

Other operating expenses of consolidated investment products

Restructuring and severance

Depreciation and other amortization

Amortization expense

     Total operating expenses

65,786

69,253

71,342

204,673

231,990

Operating Income

16,538

23,122

38,031

63,872

Other Income (Expense)

Realized and unrealized gain (loss) on investments, net

(2,082

(1,194

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

(17,619

(18,271

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

Other income (expense), net

     Total other income (expense), net

(20,281

13,935

(19,363

Interest Income (Expense)

Interest expense

Interest and dividend income

Interest and dividend income of investments of consolidated sponsored investment products

Interest expense of consolidated investment product

(3,788

(5,668

(10,188

Interest income of consolidated investment product

     Total interest income (expense), net

Income Before Income Taxes

23,145

14,787

57,358

53,394

Income tax expense

20,512

28,360

Net Income (Loss)

16,276

(3,703

36,846

25,034

Noncontrolling interests

Net Income (Loss) Attributable to Common Stockholders

15,625

36,076

28,470

Earnings (Loss) Per Share - Basic

Earnings (Loss) Per Share - Diluted

Cash Dividends Declared Per Share

Weighted Average Shares Outstanding - Basic

Weighted Average Shares Outstanding - Diluted

Assets Under Management - Product and Asset Class

Sep 30, 2015

Dec 31, 2015

Mar 31, 2016

Jun 30, 2016

Sep 30, 2016

By product (period end):

Open-End Funds (1)

29,716.4

28,882.1

26,536.0

24,813.8

25,266.4

Closed-End Funds

6,349.8

6,222.3

6,543.6

6,959.6

6,887.3

Exchange Traded Funds

Separately Managed Accounts (2)

6,539.6

6,784.4

7,021.1

7,407.2

7,924.8

Institutional Accounts (2)

5,025.0

5,155.7

5,196.9

5,589.7

6,000.4

47,937.7

47,385.3

45,651.2

45,169.7

46,539.5

By product (average) (3)

31,627.1

30,017.6

27,295.9

25,537.7

25,149.9

6,714.5

6,378.5

6,152.3

6,659.9

6,853.4

6,930.9

6,552.7

6,768.4

7,015.0

7,413.6

5,082.4

5,199.9

5,112.4

5,223.9

5,687.6

50,624.8

48,492.1

45,666.1

44,808.4

45,530.5

By asset class (period end):

Equity

28,231.0

28,314.9

27,061.4

26,206.9

26,669.5

Fixed Income

15,580.6

15,115.6

14,994.2

15,450.6

15,756.8

Alternatives (4)

3,681.7

3,468.7

3,091.0

3,056.8

3,691.6

Other (5)

Assets Under Management - Average Net Management Fees Earned (6)

(In basis points)

All Products

(1) Includes assets under management of open-end and variable insurance funds

(2) Includes assets under management related to option strategies

(3) Averages are calculated as follows:

- Funds - average daily or weekly balances

- Separately Managed Accounts - prior quarter ending balance or average of month-end balances in quarter

- Institutional Accounts - average of month-end balances in quarter

(4) Consists of real estate securities, master-limited partnerships, and other

(5) Consists of option strategies

(6) Represents net investment management fees divided by average assets. Net investment management fees are defined as investment management fees, as adjusted, less fees paid to third party service providers for investment management related services. For the three months ended September 30, 2016, the impact of third party service providers for investment management related services on Open-End Funds and All Products was 1.5 and 1.2 basis points, respectively.

Assets Under Management - Asset Flows by Product

(In millions)

12/31/2015

3/31/2016

Beginning balance

33,345.3

37,514.2

Inflows

1,866.2

2,546.9

2,193.4

1,351.9

1,882.5

7,499.9

5,427.8

Outflows

(3,736.0

(3,702.0

(4,794.3

(3,799.8

(2,139.4

(13,308.5

(10,733.5

(1,869.8

(1,155.1

(2,600.9

(2,447.9

(256.9

(5,808.6

(5,305.7

Market performance

(1,780.9

(1,936.7

1,919.9

Other (2)

(104.4

(161.8

(229.9

Ending balance

6,901.0

7,581.4

(103.3

(380.4

(830.6

(170.8

(146.2

(100.0

(401.0

Separately Managed Accounts (3)

6,952.1

6,884.8

1,359.5

(334.5

(396.6

(364.3

(314.6

(182.0

(1,032.0

(860.9

(353.2

(241.3

Institutional Accounts (3)(4)

5,070.0

4,722.0

1,339.9

(110.3

(181.3

(276.6

(305.5

(252.4

(344.8

(834.5

(109.9

52,401.0

56,702.4

2,547.2

3,164.0

2,841.1

2,390.1

3,078.0

9,525.8

8,309.2

(4,194.6

(4,302.9

(5,469.0

(4,544.0

(2,593.4

(14,711.3

(12,606.4

(1,647.4

(1,138.9

(2,627.9

(2,153.9

(5,185.5

(4,297.2

(2,653.5

1,062.8

1,786.7

(3,112.3

3,792.3

(162.4

(291.4

(169.0

(114.3

(466.9

(340.9

(2) Represents open-end and closed-end mutual fund distributions, net of reinvestments, net flows of cash management strategies, net flows from non-sales related activities such as asset acquisitions/(dispositions), marketable securities investments/(withdrawals), and the impact on assets from the use of leverage

(3) Includes assets under management related to option strategies

(4) Includes assets under management related to structured products. Effective April 1, 2016, the issuance/(repayment) of structured product notes are reported as inflows/(outflows). Prior to April 1, 2016, all changes in structured product AUM were reported as a component of Other.

Non-GAAP Information and Reconciliations

(In thousands except per share data)

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

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

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

Total revenues, GAAP

Distribution and other asset-based expenses (1)

(17,380

(21,717

(17,432

Consolidated investment products revenues (2)

Total revenues, as adjusted

65,135

71,087

62,626

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

Total operating expenses, GAAP

Consolidated investment products expenses (2)

(1,120

(4,618

Amortization of intangible assets (3)

Restructuring and severance (4)

(1,879

(2,391

Other (6)

Total operating expenses, as adjusted

44,843

45,749

45,940

Reconciliation of Operating Income, GAAP to Operating Income, as Adjusted:

Operating income, GAAP

Consolidated investment products operating income (2)

20,292

25,338

16,686

Operating margin, GAAP

Reconciliation of Net Income Attributable to Common Stockholders, GAAP to Net Income Attributable to Common

Stockholders, as Adjusted:

Net income (loss) attributable to common stockholders, GAAP

Amortization of intangible assets, net of tax (3)

Restructuring and severance, net of tax (4)

Seed capital and CLO investments, net of tax (5)

(4,571

15,787

Other, net of tax (6)

12,888

15,548

10,298

Weighted Average Shares Outstanding - Diluted, as adjusted

Earnings (Loss) Per Share - Basic, GAAP

Earnings (Loss) Per Share - Diluted, GAAP

Earnings Per Share - Basic, as adjusted

Earnings Per Share - Diluted, as adjusted

Reconciliation of Income Before Taxes, GAAP to Income Before Taxes, as Adjusted:

Income before taxes, GAAP

Consolidated investment products (income) loss (2)

Seed capital and CLO investments (5)

(4,841

15,648

Income before taxes, as adjusted

20,581

25,429

16,746

Reconciliation of Income Tax Expense, GAAP to Income Tax Expense, as Adjusted:

Income tax expense, GAAP

Tax impact of amortization of intangible assets

Tax impact of restructuring and severance

Tax impact of seed capital and CLO investments

Tax impact of Other

Income tax expense, as adjusted

Effective tax rate, GAAP

Effective tax rate, as adjusted

Reflects dilutive impact to shares in all periods; differs from GAAP basis in periods of a GAAP earnings loss

Reflects Income tax expense, GAAP, divided by Income before taxes, GAAP

Reflects Income tax expense, as adjusted, divided by Income before taxes, as adjusted

Reconciliation of Investment Management Fees, GAAP to Investment Management Fees, as Adjusted:

Investment management fees, GAAP

Consolidated investment products fees (2)

Investment management fees, as adjusted

60,551

65,193

58,104

Reconciliation of Administration and Transfer Agent Fees, GAAP to Administration and Transfer Agent Fees, as

Administration and transfer agent fees, GAAP

Administration and transfer agent fees, as adjusted

11,714

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

Employment expenses, GAAP

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

Other operating expenses, GAAP

10,947

11,335

12,099

Notes to Reconciliations:

Distribution and other asset-based expenses - These costs are generally passed directly through to external parties. Management believes that making this adjustment aids in comparing the company’s operating results with other asset management firms that do not distribute products through intermediary distribution partners or utilize third party service providers for investment management related services.

Consolidated investment products - Management believes that excluding the operating activities of majority-owned funds

and CLOs to reflect revenues and expenses of the company prior to the consolidation of these products is consistent with the approach of reflecting its operating results, as only revenues generated and expenses incurred related to providing investment management and related services will be included in operating income, as adjusted.

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

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

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

Other - Certain expenses and losses related to transition items that are not reflective of the ongoing earnings generation of the business. In addition, it includes income tax expense/(benefit) items, such as adjustments for uncertain tax positions, valuation allowances and other unusual items not related to current operating results to reflect a normalized effective rate. Management believes that making these adjustments aids in comparing the company’s operating results with prior periods.

Components of Other for the respective periods are shown in the table below:

(in thousands)

System transition expenses

Tax impact of system transition expenses

Total Other

Definitions:

Revenues, as adjusted,

comprise the fee revenues paid by clients for investment management and related services. Revenues, as adjusted, for purposes of calculating net income attributable to common stockholders, as adjusted, differ from U.S. GAAP revenues in that they are reduced by distribution and other asset-based expenses that are generally passed through to external parties, and exclude the impact of consolidated sponsored investment products.

Operating expenses, as adjusted,

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

Operating margin, as adjusted,

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

Earnings per share, as adjusted,

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

Forward-Looking Information

This press release contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect,” “estimate,” “plan,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” or similar statements or variations of such terms.

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

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2015 Annual Report on Form 10-K, as well as the following risks and uncertainties: (a) any reduction in our assets under management; (b) the withdrawal, renegotiation or termination of investment advisory agreements; (c) damage to our reputation; (d) failure to comply with investment guidelines or other contractual requirements; (e) the inability to attract and retain key personnel; (f) the competition we face in our business; (g) adverse regulatory and legal developments; (h) unfavorable changes in tax laws or limitations; (i) adverse developments, or changes in our relationships with, unaffiliated subadvisers; (j) changes in key distribution relationships; (k) interruptions in service or failure to provide service by third-party service providers; (l) volatility associated with our common stock; (m) civil litigation and government investigations or proceedings; (n) the risk of capital loss associated with our investments; (o) the inability to make quarterly distributions; (p) the lack of availability of required and necessary capital on satisfactory terms; (q) liabilities and losses not covered by insurance; (r) the inability to satisfy financial covenants under existing debt agreement; (s) strategic transactions and other risks and uncertainties described in our 2015 Annual Report on Form 10-K or in any of our filings with the Securities and Exchange Commission (“SEC”).

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

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

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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