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): June 5, 2019
VIRTU FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-37352 |
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32-0420206 |
One Liberty Plaza
New York, NY 10006
(Address of principal executive offices)
(212) 418-0100
(Registrants telephone number, including area code)
NOT APPLICABLE
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Trading Symbol(s) |
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Name of each exchange on which registered: |
Class A common stock, par value $0.00001 per share |
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VIRT |
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The NASDAQ Stock Market LLC |
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
Item 7.01. Regulation FD Disclosure.
Virtu Financial, Inc. (the Company) plans to make a presentation to investors and industry participants (the Presentation) a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company expects to use the Presentation at the Sandler ONeill Global Exchange and Brokerage Conference at 4:00 pm ET on June 5, 2019, and from time to time thereafter in connection with presentations to investors and potential investors, clients and potential clients, industry analysts and others. The Presentation is available in the Investor Relations section of the Companys website, located at http://ir.virtu.com/investor-relations/default.aspx.
The information contained in the Presentation is summary information that is intended to be considered in the context of the Companys Securities and Exchange Commission (SEC) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website, public conference calls, and social media channels, including its Twitter account (twitter.com/virtufinancial) and our LinkedIn account (linkedin.com/company/virtu-financial), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website and on the social media channels identified above.
The information presented in Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered filed under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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* Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Virtu Financial, Inc. | |
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By |
/s/ Justin Waldie |
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Name: |
Justin Waldie |
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Title: |
Senior Vice President, Secretary and General Counsel |
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Dated: June 5, 2019 |
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Virtu Financial VIRTU FINANCIAL Positioning and growth opportunities June 2019 © g Virtu Financial. All rights reserved. Not to reproduced or retransmitted without permission.
Disclaimer Cautionary Statement Regarding Forward Looking Statements This presentation 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 (Virtus, the Companys 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 managements 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 Virtus control, that could cause actual performance or results to differ materially from those expressed in the statements. Those risks and uncertainties include, without limitation: 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 effect of the acquisition of Investment Technology Group, Inc. (ITG) on existing business relationships, operating results, and ongoing business operations generally; the significant costs and significant indebtedness that we have incurred and expect to incur in connection with the acquisition of ITG; the risk that we may encounter significant difficulties or delays in integrating the two businesses and the anticipated benefits, cost savings and synergies or capital release may not be achieved; the assumption of potential liabilities relating to ITG's business; 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, 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; 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 Virtus Securities and Exchange Commission filings, including but not limited to Virtus Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. GAAP and Non-GAAP Results This presentation includes certain non-GAAP financial measures, including Adjusted EPS, Normalized Adjusted EPS, Adjusted Net Trading Income, Normalized Adjusted Net Income, Normalized Adjusted Pre-Tax Income, EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Trading Capital, Adjusted Operating Expense and Adjusted Compensation Expense. Non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by other companies. We caution investors not to place undue reliance on such non-GAAP measures, but instead to consider them with the most directly comparable GAAP measure. Non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for our results as reported under GAAP. A reconciliation of non-GAAP measures to the most directly comparable financial measure prepared in accordance with GAAP is included at the end of this presentation. 2 5-June-19
Virtu is a Technology Service Provider to the Global Financial Markets Virtu provides an and services end-to-end suite of technology-enabled products Multi-Asset Class We transact in over 25,000 financial instruments in all major asset classes. Workflow Solutions World-class product set of execution and trading tools embedded in the workflow of clients Global Execution Capabilities Our footprint connects 235+ venues in over 50 countries Access to multiple sources of liquidity 2,000+ Clients Retail/RIA Institutional blocks Principal market making flow Engaged participants Global, blue chip client base Trading Analytics & Data End-to-end pre-, intra-and post-trade analytics Outlier monitoring Peer Group data 3 5-June-19
Our Products are Industry Leading and Embedded Client Workflows in Servicing investors global, multi-asset execution, analytics, liquidity and workflow needs with our scalable, low-cost technology Global diversified customer base Broker Dealers Hedge Funds Asset Managers Long Only Mutual Funds Sovereigns & Pensions Investment Companies RIAs Public Operating Segments End-to-end world class product suite Market volumes Installed base fees Volatility * Pro Forma 2018 Net Revenue, includes Virtu & ITG. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. 4 5-June-19 Revenue Drivers Multi-Asset Class Execution Services $500mm* Market Making $924mm* Financial Technology Products $147mm* Trading Solutions $1,277mm* Broker Neutral Liquidity Sourcing Execution Services Customer Market Making Proprietary Market Making Workflow Analytics Triton EMS Triton OMS Algo Wheel ITG Net CSA Multi-asset TCA Pre-Trade, Real-time, post trade TCA Global Peer database ACE Portfolio Optimizer Fair Value POSIT POSIT Alert RFQ-hub MATCHNow MatchIt Global algo suite Best Market Server Smart Order Router Portfolio Trading High-Touch Trading Dark ETF ETF Blocks High Touch OTC Trading vEQ Link vFI vFX vMX Global Equities ETFs FX Fixed Income Energy + Metals Options
Virtu by the Numbers Scale, Service, and Distribution 2,000+ Clients 235+ Venues 50+ Countries 15 Offices 10,000+ Managed FIX Connections 5,700+ Unique EMS Installations 1,600+ 3rd Party EMS / OMS Connections 900+ IOI connections Global Footprint *Shaded areas represent regions in which Virtu provides services or interacts with the market 5 5-June-19
Virtu has a 2,000+ unique Global, Diversified Client Franchise clients in 50+ countries serviced from 15 offices 1% Broker / Dealer 6% Asset Mgr / RIA 1% Hedge Fund Virtu services over 25%1 of Rule 605 retail order flow in the US, including flow from broker / dealers, asset managers / RIAs and banks Mutual Fund Bank Other Gov't Entity Pension / Endowment Insurance 1 2018 Source: Virtu Financial, 2019 6 5-June-19
Virtu's Customer Base Spans Global Retail, RIA and Institutional Firms Across the Buyside and Sellside APEX FINANCIAL SERVICES A1me1ritra,de Pershing® >A BNY MELLON COMPANYSM :il LPL Financial PR.II VATE WEALTH MANAGEMENT CO UMBIA T R.EADE I VESTMENTS / DL BlackRock CAPITAL GRoup· &\ wealthfr f ont robinhood Betterment 7 5-June-19 Source: Virtu Financial
Focus on Financial Technology Products Workflow Technology Expansive, unique connections across integrated workflow products Triton EMS & OMS Broker-neutral execution management (OMS, Compliance) 5,700+ Triton EMS 400+ Triton OMS 1,600+ 3rd party EMS / OMS connections 900+ IOI connections ITG Net 10,000+ managed FIX connections 2,000+ equity and derivative algos 24/6 global and regional connectivity support specialists 600+ broker firms 30+ seamless integration with all major OMS/EMS providers Algo Wheel Data-driven broker performance evaluation tool RFQ-hub For ETF, OTC and negotiated instrument connectivity and trading Multi-Asset Solution Equities, ETFs, foreign exchange, fixed income, options and futures Advanced technology Robust technology infrastructure with high availability, throughput and capacity Leading Global EMS Triton EMS has a diverse client base servicing both buy-side and sell-side clients Commission Manager Single Ticket Clearing Trade Ops Rules-based automation/routing Desktop consolidation From a single access point trade: Block trading Algo integration Portfolio trading Pairs strategies Single-stock execution IOIs, actionable IOIs RFS/RFQ globally Source: Virtu Financial, May 2019 Value Add A leading EMS/OMS like Triton is an increasingly embedded component of clients operations for order management, execution, compliance, record keeping and data management Key Characteristics Revenue streams are steadier Includes fees for installations and services Integral to overall growth opportunities CSA and commission allocations
Focus on Financial Technology Products Data & Trading Analytics 75% Of the largest asset management firms use our TCA Transaction Cost Analytics (TCA) (Multi-asset capabilities for equities, futures FI and FX) Global Peer database Agency Cost Estimator (ACE) Smart Trading Analytics Pre-trade TCA Global Cost Curves Real-time TCA Portfolio Optimizer Post-trade TCA Fair Value service Global Peer data Trade Surveillance Outlier Monitoring Trade Surveillance Execution Consulting Regulatory reporting *Going live in 2H19: fixed income Global Peer database; futures Global Peer database Source: Virtu 2019 9 Multi-Asset TCA Solution Fixed EquityFXIncome*Futures* Value Add Virtus analytics and data products are industry-leading and provide recurring revenue stream Clients rely on Virtu as a trusted partner with best-in-class tools that help support decision making, evidence best execution, provide outlier monitoring and audit trail, performance improvement and facilitate regulatory reporting Revenue Sources Recurring fee based Commission allocations
Technology-Enabled Trade Life Cycle Solutions Across the Pre-Trade Trade Post-Trade Analysis Post Trade Process Clearance/settlement Book and records MIS/reporting 1 2 3 4 Transaction cost, measurement, analysis, and control Venue analysis Portfolio construction optimization Transaction cost estimates Single stock/portfolio analytics Liquidity studies Risk analysis Activities Virtu Products OMS EMS Clearance/settlement Book and records MIS/reporting Transaction cost, measurement, analysis, and control Venue analysis SOR Algos Dark Prism BMS Index analysis POSIT Alert POSIT ATS/MTF MATCHNow MatchIt IOIs Portfolio Opt Agency Cost Estimator Cost Curves Fair Value Risk Models ITG Net RFQ-hub Algo Wheel Commission Manager Real-time TCA Trade Monitor Smart Market Indicators Triton OMS Triton EMS 10 5-June-19 Order delivery to desk DMA/SOR Algos Crossing 3rd party liquidity access Real time alerts/execution analysis tools Unique Liquidity Sources Institutional liquidity Retail liquidity Principal Market Making
Virtus Focused Growth Strategy 1 2 3 5-June-19 Leverage Virtus global multi-asset capabilities to expand products and service offerings to established client base Distribute Virtus unique multi-asset liquidity offerings over embedded broker-neutral distribution channels Selective acquisitions focused on recurring revenue streams or filling asset class and geographic gaps 11
Organic Growth Opportunities Identified of $25-50 Million Annually 12 5-June-19 Paths to Organic Growth Improve TechnologyExpand Assets Leverage Virtus market makingExpand product reach to include technology and algo suite tomultiple asset classes and improve upon existing ITGproducts products & services Distribute LiquidityCross Sell / Partnerships Leverage desktop presence viaGrow via partnerships, such as Triton to offer clients the abilityMarketAxess, and cross sell to interact with Virtus uniqueenhanced products to embedded liquidity offeringsclient base
Leverage Virtus global multi-asset capabilities to expand products and service client base offerings to established Expands total addressable market and creates new revenue opportunities Triton EMS Triton OMS Trading Analytics Suite Algo Suite / Smart Order Router Algo Wheel Connectivity Network (ITG Net) ETF desk and Portfolio Trading eNAV ETF Pricing Commission Management Aggregation Correspondent Clearing Technology Partnerships 13 5-June-19 Paths to Organic Growth Improve Technology Leverage Virtus market making technology and algo suite to improve upon existing ITG products & services Expand Assets Expand product reach to include multiple asset classes and products Cross Sell Cross sell existing Virtu products to ITG client base, and vice versa Product/Offering Improve Tech Expand Assets Cross Sell
Distribute Virtus unique multi-asset liquidity offerings over embedded broker-neutral distribution channels Expands total addressable market and creates new revenue opportunities ATS/MTF (POSIT) POSIT Alert RFQ-Hub OTC / Cash trading Custom Liquidity Solutions (vEQ, vFX, vFI, vEQ SI) 14 5-June-19 Paths to Organic Growth Improve Technology Leverage Virtus market making technology and algo suite to improve upon existing ITG products & services Distribute Liquidity Leverage desktop presence via Triton to offer clients the ability to interact with Virtus unique liquidity offerings Cross Sell / Partnerships Grow via partnerships, such as MarketAxess, and cross sell enhanced products to embedded client base Product/Offering Improve Tech Distribute Liquidity Cross Sell / Partner
Workflow Technology and Attractive Businesses Trading Analytics are Net Revenue1 $137mm $138mm $147mm Key Characteristics Revenue streams are steadier Includes fees for installations and services Expansive, unique connections across integrated workflow products2 Integral to overall growth opportunities 1 This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. 2As of 3/31/2019 Source: Virtu Financial 15 5-June-19 Triton EMS: 5,700+ Triton OMS: 400+~ 8,600 3rd party EMS/OMS connections: 1,600+connections IOI connections: 900+ Workflow Technology & Trading Analytics201620172018
Case Study: Virtu/MarketAxess Partnership Delivering transparency and workflow efficiency to listed & OTC markets RFQ-hub brings asset managers and market makers together online to help electronically deliver aggregated and competitive liquidity, streamline workflow and improve pricing in OTC-negotiated instruments. Benefit to Virtu Expand RFQ-hub to US ETFs Distribution of Virtus eNAV offering, non-exclusive Provides Virtu clients with access to credit markets via MarketAxess The standardized and electronic bilateral RFQ process delivers more choice of other-wise hidden liquidity Participants can simultaneously request quotes from multiple dealers and choose the best price RFQ-hubs detailed metrics and trade cost analytics provide insight into trade and dealer performance One-click access to comprehensive audit reporting helps meet regulatory/compliance obligations. Benefit to MarketAxess Access ETF liquidity via Virtus ETF-hub Access to Virtus streaming eNAV product 16 5-June-19 Deeper liquidity Improved performance RFQ-hub delivers Price improvement US$2.5b in daily liquidity through competing to participants desktops quotes Global network of Built-in analytics for 53+ liquidity providers pre-and post-trade including key Tier-1 performance metrics banks
Growth Through Acquisitions Our acquisition and inorganic value and growth investments have fostered shareholder Strategic Acquisitions 2011 2017 2019 Strategic Minority Investments 2008 2016 2019 17 5-June-19
Virtu's Performance History VIRTU FINANCIAL
Virtus Run Rate Revenue Profile is Measurable Despite Inherent Volatility rate Adj. NTI1 Pro Forma Combined Rolling NTM run for Virtu, KCG, and ITG $1,800 Max $1,600 2 (millions) PF Combined Rolling NTM ANTI PF Combined 2018 Adj. Operating Expense Announced Target Synergy PF Pre-Tax Income before Interest Expense Interest Expense3 PF Normalized Pre Tax Income PF Tax (24%) PF Normalized Adj. Net Income Avg Min $ 1,177 (802) 123 Max $ 1,639 (802) 123 $1,400 $ 1,379 (802) 123 $1,200 498 (133) 700 (133) 960 (133) $1,000 364 (87) 566 (136) 827 (198) $800 $ 277 $ 430 $ 628 $600 PF Shares Outstanding PF Normalized Adj. EPS 194 194 194 $ 1.42 $ 2.22 $ 3.23 $400 $200 $0 Rolling NTM ANTI Implied Annualized NTM ANT I 1This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. 2Average through NTM period beginning 2Q18 3Assumes current capital structure ($1.981 billion in debt at blended 6.2% interest rate + debt issue cost amortization) 19 5-June-19 Pro Forma Adjusted Net Trading Income ($mm) Avg Min With four years of various volatility environments, pro forma EPS was as least $1.42 per share
Strong Cash Flow Generation with Focus on Returning Capital to Shareholders 4Q16 Total Long-Term Debt Pro Forma LTM Adjusted EBITDA $1,313 $251 $1,057 $426 $1,047 $498 $931 $527 $931 $618 $2,032 $716 Debt / Pro Forma LTM Adjusted EBITDA 5.2x 2.5x 2.1x 1.8x 1.5x 2.8x Cumulative Adjusted EPS since IPO Cumulative Dividends per Share since IPO $4.76 $3.84 Cumulative % Payout since IPO 81% Share Buyback Amount per Share4 $0.34 Cumulative % Payout after Buyback 88% 1 This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. 2 Virtu Financial, Inc. went public in 2Q 2015. 3 ITG revenues and expenses included in financials beginning on March 1, 2019 close date. 4 Calculated as total dollar amount of shares repurchased to date divided by weighted average of fully diluted shares currently outstanding. 20 5-June-19 Since IPO, Virtu has returned over $680 million to shareholders in the form of dividends and share repurchases Cumulative Capital Return since IPO Debt / Pro Forma LTM Adjusted EBITDA1As of: ($mm)12/31/173/31/186/30/189/30/1812/31/183/31/19 Adjusted EPS1 & Dividend Payouts since IPO22Q15 toFY 2017 1Q 20182Q 20183Q 20184Q 2018 1Q 20193 Normalized Adjusted EPS$1.90$0.57 Dividends Declared$1.68$0.96 $0.76$0.31$0.22$0.67 $0.24$0.24$0.24$0.24 $0.34 $0.24 Cumulative Payout Ratio88%107% 89%88%89%81% 81%
Return on Invested Capital Has Been Best-in-Class Virtu ROIC: 25.7% Virtu returned 2.4x more on invested capital than our median peer in 2018 Peer Median ROIC: 9.7% Virtu1 Peers2 1 Pro Forma 2018, includes Virtu & ITG. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. 2 Median ROIC of Virtu peers 21 5-June-19 Virtu Peers: Cboe CME ICE Interactive Brokers MarketAxess Nasdaq Tradeweb
Financial Goals additional acquisition 22 5-June-19 Revenue Leverage growth opportunities to realize revenue Growth synergies Expense On track for 2019 expense guidance Management Track record of exceeding targets Capital Reduce leverage to pre-ITG levels (1.5x to 2.0x) absent Management Maintain consistent payout through all cycles of volatility
Appendix VIRTU FINANCIAL
Trading (Deployed) Capital Returns Strong Consistent Return on Deployed Capital are Superior 3,000 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2,500 2,000 1,500 1,000 500 - 2015 2016 2017 2018 Total Trading Capital ($mm) Return on Deployed Capital 24 Source: Virtu Financial Trading Capital ($mm) Return on Deployed Capital
Adjusted Net Trading Income Reconciliation ($mm) ($mm) Trading revenues, net Commissions and fees Investment income and other, net Exchange and clearance fees Payments for order flow Interest and dividends, net Gain from the sale of KCG Hotspot Gain on sale of investments Net gain related to tradeMONSTER/OptionsHouse Gain from the sale of Bats investment $803 377 421 (265) (62) (37) (385) (20) 3 - $668 391 393 (295) (55) (39) - - - (364) $287 207 10 (153) (35) (24) - - - (5) Adjusted Net Trading Income $836 $700 $287 Less: GQS + BondPoint Adj. NTI (144) (80) (50) 25 Adjusted Net Trading Income - ITG Workflow Technology & Analytics ($mm) FY 2015 FY 2016 FY 2017 FY 2018 Execution Services FY 2015 FY 2016 FY 2017 FY 2018 Corporate FY 2015 FY 2016 FY 2017 FY 2018 Total revenue $140 $137 $138 $147 Transaction processing expense - - - - Less: Other revenues - gains - - - - $386 $328 $344 $359 (91) (90) (101) (102) - - - - $109 $4 $2 $3 - - - - (108) (2) - - Adjusted Net Trading Income $140 $137 $138 $147 $295 $238 $243 $257 $1 $1 $2 $3 Adjusted Net Trading Income $692 $620 $237 Adjusted Net Trading Income - KCG FY 2015 FY 2016 FY 2017 Adjusted Net Trading Income - Virtu Market Execution ($mm) Making Services Trading income, net $1,266 $1 Commissions, net and technology services 29 156 Brokerage, exchange and clearance fees, net (243) (59) Payments for order flow (75) (0) Interest and dividends, net (53) (1) Adjusted Net Trading Income $924 $96 Adjusted Net Trading Income - Virtu FY 2015 FY 2016 FY 2017 FY 2018 Trading income, net $757 $665 $766 Commissions, net and technology services 11 10 117 Brokerage, exchange and clearance fees, net (232) (221) (257) Payments for order flow - - (28) Interest and dividends, net (24) (30) (42) $1,267 184 (302) (75) (54) Adjusted Net Trading Income $511 $424 $556 $1,020
Pro Forma LTM Debt-to-EBITDA Reconciliation (1 of 2) Pre-Tax Income (Loss) $24 $5 ($46) $131 $469 $50 $29 $149 ($16) Interest expense Depreciation and amortization Intangible amortization 7 7 0 13 7 0 29 16 6 25 18 9 25 15 7 21 16 7 21 16 6 16 14 6 32 16 11 Severance Reserve for legal matter Transaction fees and expenses Trading related settlement income Office lease termination Write-down of assets Share-based compensation Connectivity early termination Acquisition related retention bonus Other Gain/(loss) on sale of business 1 - 0 - - - 9 - - (0) - - (2) 9 - - 1 9 - - 0 - 9 - 16 - 2 1 4 - 23 (0) - 5 3 1 (1) 2 0 6 - - (95) - 4 - 7 - 20 1 9 3 - 0 (338) 3 0 2 - 2 2 7 5 - (1) - 1 2 (0) - 1 1 9 - - (0) 2 2 - 3 - 0 - 10 - - (4) - 53 - 15 - - - 11 - - 1 - 26 Adjusted EBITDA$48$41$59$104$223$112$88$195$124 EBITDA$38$25$5$183$516$94$73$185$43 Adjusted EBITDA - Virtu ($mm)1Q 20172Q 20173Q 20174Q 20171Q 20182Q 20183Q 20184Q 20181Q 2019
Pro Forma LTM Debt-to-EBITDA Reconciliation (2 of 2) Pre-Tax Income (Loss) $6 ($0) $3 $2 Interest expense Depreciation and amortization 0 11 0 11 0 11 0 11 Lease consolidation SEC settlement accrual and related fees Acquisition costs Restructuring Share-based compensation Investment Income - - - 7 8 (0) - 12 - - 6 (0) 1 1 - 3 6 (1) (0) 0 8 - 9 (1) Total Long-Term Debt LTM Adjusted EBITDA - Virtu LTM Adjusted EBITDA - ITG Target Cash Synergies $1,313 251 $1,057 426 $1,047 498 $931 527 $931 618 $2,032 520 82 114 27 Debt / Pro Forma LTM Adjusted EBITDA5.2x2.5x2.1x1.8x1.5x2.8x Debt / Pro Forma LTM Adjusted EBITDA ($mm)As of:12/31/173/31/186/30/189/30/1812/31/183/31/19 Adjusted EBITDA$33$29$25$28 EBITDA$18$11$14$13 Adjusted EBITDA - ITG ($mm)1Q 20182Q 20183Q 20184Q 2018
Return on Invested Capital Reconciliation Adjusted EBITDA $733 Depreciation and amortization (105) Pro Forma Tax (24%) (151) Total Equity Short-term borrowings Long-term borrowings Cash and cash equivalents $1,458 21 1,122 (637) $1,442 44 1,016 (660) $1,385 15 904 (416) $1,495 15 907 (736) Total Equity Short-term borrowings Long-term borrowings Cash and cash equivalents $363 83 3 (250) $335 73 2 (255) $358 52 2 (257) $359 101 2 (281) 28 1 Pro Forma for Virtu & ITG Invested Capital $199 $156 $155 $181 Invested Capital - ITG ($mm) As of: 3/31/18 6/30/18 9/30/18 12/31/18 Invested Capital $1,963 $1,841 $1,887 $1,681 Invested Capital - Virtu ($mm) As of: 3/31/18 6/30/18 9/30/18 12/31/18 NOPAT $477 Operating Proft $628 NOPAT - Pro Forma1 ($mm) FY 2018
Adjusted EPS Reconciliation 1Q 2019 29 Adjusted EPS Reconciliation 2Q15 to ($mm) 4Q15 FY 2016 FY 2017 1Q 2018 2Q 2018 3Q 2018 4Q 2018 1 Pre-Tax Income (Loss) $135.8 $179.6 $113.2 $468.5 $49.6 $29.4 $148.8 ($16.2) Intangible amortization 0.2 0.2 15.4 Financing interest expense - - 4.6 Debt issue costs related to financing - 5.6 10.5 Severance 0.8 1.3 14.9 Reserve for legal matter 5.4 - 0.7 Transaction fees and expenses - 1.0 25.3 Trading related settlement income - (3.0) (0.6) Office lease termination - (0.3) 3.7 Write-down of assets 0.3 0.4 2.8 Acquisition related retention bonus - - 23.1 Share-based compensation 58.2 25.6 27.8 Connectivity early termination - - - Loss/(gain) on sale of business - - - Other - (0.0) (95.0) 6.9 6.8 6.4 6.1 - - - - 6.0 2.4 3.3 - 3.7 2.6 1.3 1.9 - 0.4 1.6 - 7.5 1.8 (0.3) 2.5 - - - - 20.0 1.8 1.4 0.1 0.9 1.8 0.5 - - - - - 9.3 6.7 8.5 10.3 2.5 4.6 - - (337.5) - 2.3 - 0.5 (1.0) (0.1) (4.3) 10.9 - 9.2 53.4 - 15.1 - - - - 11.2 - - 1.4 Normalized Adjusted Pre-Tax Income $200.5 $210.3 $146.2 $188.3 $77.4 $54.6 $165.3 $85.0 Normalized provision for income taxes2 71.2 74.7 54.1 43.3 17.8 12.6 38.0 20.4 Normalized Adjusted Net Income $129.3 $135.6 $92.1 $145.0 $59.6 $42.0 $127.2 $64.6 Weighted average fully diluted shares outstanding 138.8 139.7 161.5 190.1 191.1 192.0 191.2 192.7 Normalized Adjusted EPS $0.93 $0.97 $0.57 $0.76 $0.31 $0.22 $0.67 $0.34
Trading Capital Reconciliation (1 of 3) As of: 3/31/15 12/31/15 12/31/16 12/31/17 12/31/18 ($mm) (+) Cash and cash equivalents (+) Securities borrowed (+) Securities purchased under agreements to resell (+) Receivables from broker-dealers and clearing organizations (+) Trading assets, at fair value $67 691 0 461 2,077 - - (957) (11) (726) (1,292) - $163 453 15 477 1,297 - (45) (525) - (487) (979) - $181 220 - 450 1,960 - (25) (222) - (828) (1,350) - $533 1,485 - 1,087 2,830 $736 1,400 15 1,101 2,640 (-) Short-term borrowings (-) Securities loaned (-) Securities sold under agreements to repurchase (-) Payables to broker-dealers and clearing organizations (-) Trading liabilities, at fair value (-) Accounts payable (28) (769) (391) (834) (2,500) (102) (15) (1,130) (282) (567) (2,475) - 30 Trading Capital $310 $370 $386 $1,313 $1,423 Trading Capital - Virtu
Trading Capital Reconciliation (2 of 3) As of: 3/31/15 12/31/15 12/31/16 ($mm) (+) Cash and cash equivalents (+) Cash and cash equivalents segregated under federal and other regulations (+) Funds held in escrow (+) Total financial instruments owned, at fair value (+) Collateralized agreements, Securities borrowed (+) Receivable from brokers, dealers and clearing organizations $991 3 330 2,641 1,686 919 $581 3 - 2,444 1,636 681 $632 3 - 2,540 1,688 833 (-) Total financial instruments sold, not yet purchased, at fair value (-) Collateralized financings (-) Payable to brokers, dealers and clearing organizations (-) Payable to customers (2,142) (1,698) (539) (12) (2,113) (1,418) (274) (17) (2,046) (1,500) (519) (24) 31 Trading Capital $2,177 $1,523 $1,607 Trading Capital - KCG
Trading Capital Reconciliation (3 of 3) As of: 3/31/15 12/31/15 12/31/16 12/31/17 12/31/18 ($mm) (+) Cash and cash equivalents (+) Cash restricted or segregated under regulations and other (+) Deposits with clearing organizations (+) Securities owned, at fair value (+) Receivables from brokers, dealers and clearing organizations (+) Receivables from customers $206 38 90 12 882 110 $331 38 71 6 1,037 49 $278 40 63 3 152 54 $287 19 57 2 194 75 $268 14 75 0 275 227 (-) Accounts payable and accrued expenses (-) Short-term bank loans (-) Payables to brokers, dealers and clearing organizations (-) Payables to customers (-) Securities sold, not yet purchased, at fair value (164) (107) (789) (30) (9) (170) (82) (961) (10) (3) (174) (72) (100) (12) (0) (166) (101) (119) (24) (0) (212) (78) (328) (37) (0) 32 Trading Capital $239 $306 $231 $223 $203 Trading Capital - ITG
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