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What changed in Virtu Financial, Inc.'s 10-K2022 vs 2023

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Paragraph-level year-over-year comparison of Virtu Financial, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+420 added688 removedSource: 10-K (2024-02-16) vs 10-K (2023-02-17)

Top changes in Virtu Financial, Inc.'s 2023 10-K

420 paragraphs added · 688 removed · 244 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

16 edited+152 added411 removed0 unchanged
Biggest changeClient-based, execution-only trading in the segment is done primarily through a variety of access points including: (i) algorithmic trading and order routing in global equities and options; (ii) institutional sales traders who offer portfolio trading and single stock sales trading which provides execution expertise for program, block and riskless principal trades in global equities and ETFs; and (iii) matching of client conditional orders in POSIT Alert and client orders in the Company's ATSs, including Virtu MatchIt, and POSIT.
Biggest changeWithin the Execution Services segment, we offer the following categories of products and services: Agency-based, execution-only trading, done through a variety of access points including: algorithmic trading and order routing; institutional sales traders who offer portfolio trading and single stock sales trading providing execution expertise for program, block and riskless principal trades in global equities and ETFs; and matching of client conditional orders via POSIT Alert and in our ATSs, including Virtu MatchIt and POSIT. Workflow Technology, and our integrated, broker-neutral trading tools delivered across the globe including order and execution management systems and order management software applications and network connectivity; and Trading Analytics, including tools enabling portfolio managers and traders to improve pre-trade and real-time execution performance and post-trade analysis; portfolio construction and optimization decisions; and securities valuation.
These proposals include, but are not limited to, (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change U.S. equities market structure, the routing, handling and potentially the amount, character and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) proposed rule amendments to minimum pricing increments under Rule 612 or Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of implementation of certain Market Data Infrastructure Rules, and amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”), and (iv) amendments to Rule 605 of Regulation NMS, along with a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements.
These proposals include, but are not limited to, (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change the U.S. equities market structure, the routing, handling and potentially the amount, character, and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) proposed rule amendments to minimum pricing increments under Rule 612 or Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of implementation of certain Market Data Infrastructure Rules, and amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”), (iv) proposed amendments to Rule 605 of Regulation NMS, along with a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements.
The Company’s product offerings allow its clients to trade on hundreds of venues in over 50 countries and across multiple asset classes, including global equities, Exchange-Traded Funds ("ETFs"), options, foreign exchange, futures, fixed income, cryptocurrencies, and other commodities.
Our product offerings allow our clients to trade on hundreds of venues across over 50 countries and in multiple asset classes, including global equities, Exchange Traded Funds (“ETFs”), options, foreign exchange, futures, fixed income, cryptocurrencies, and myriad other commodities.
Leveraging its global market structure expertise and scaled, multi-asset infrastructure, the Company provides its clients with a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology.
Leveraging our global market structure expertise and scaled, multi-asset infrastructure, we provide our clients a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology.
In addition, there has been increased regulatory, congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms including, but not limited to, payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, alternative trading systems and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
Regulators may propose market structure changes particularly considering the continued regulatory, 13 congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms, including but not limited to payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
The Company’s integrated, multi-asset analytics platform provides a range of pre- and post-trade services, data products and compliance tools that its clients rely upon to invest, trade and manage risk across global markets. The Company has completed two significant acquisitions that have expanded and complemented Virtu Financial's original electronic trading and marking making business.
Our integrated, multi-asset analytics platform provides a range of pre- and post-trade services, data products and compliance tools that our clients rely upon to invest, trade and manage risk across global markets.
The Class A Common Stock and the Class C Common Stock have one vote per share. The Class B Common Stock and the Class D Common Stock have 10 votes per share. Shares of the Company’s common stock generally vote together as a single class on all matters submitted to a vote of the Company’s stockholders.
Shares of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders.
On July 20, 2017, the Company completed the all-cash acquisition of KCG Holdings, Inc. (“KCG”) (the “Acquisition of KCG”). On March 1, 2019 (the “ITG Closing Date”), the Company completed the acquisition of Investment Technology Group, Inc. and its subsidiaries (“ITG”) in an all-cash transaction (the “ITG Acquisition”).
(“KCG”) and on March 1, 2019 (the “ITG Closing Date”), we completed our acquisition of Investment Technology Group, Inc. (“ITG”) in an all-cash transaction (the “ITG Acquisition”). Available Information Our website address is www.virtu.com.
The segment also includes the results of the Company's capital markets business, in which the Company acts as an agent for issuers in connection with at-the-market offerings and buyback programs.
We also provide algorithmic trading and order routing that combine technology, access to our differentiated liquidity and support from experienced professionals to help clients execute trades. The segment also includes the results of our capital markets business, in which we act as an agent for issuers in connection with at-the-market offerings and buyback programs.
The Market Making segment principally consists of market making in the cash, futures and options markets across global equities, fixed income, currencies and commodities. As a market maker, the Company commits capital on a principal basis by offering to buy securities from, or sell securities to, broker-dealers, banks and institutions.
Market Making Our Market Making segment principally consists of market making in the cash, futures, and options markets across global equities, fixed income, currencies, cryptocurrencies, and commodities.
Specifically, the SEC has proposed several rule changes focused on equity market structure reform in 2022.
The SEC and other SROs have enacted and are actively considering rules that may affect our operations and profitability. Specifically, the SEC has proposed several rule changes focused on equity market structure reform.
As a complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc. The Execution Services segment comprises client-based trading and trading venues, offering execution services in global equities, options, futures and fixed income on behalf of institutions, banks and broker-dealers.
We engage in principal trading in the Market Making segment direct to clients as well as in a supplemental capacity on exchanges, ATSs and other market centers. As a complement to electronic market making, our cash trading business handles specialized orders and transacts on the OTC Link ATS operated by OTC Markets Group Inc.
The Company is a leading financial firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to its clients. The Company provides deep liquidity in over 25,000 financial instruments, on over 235 venues, in 36 countries worldwide to help create more efficient markets.
ITEM 1. BUSINESS Overview We are a leading financial firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to our clients.
The Corporate segment contains the Company's investments, principally in strategic trading-related opportunities and maintains corporate overhead expenses and all other income and expenses that are not attributable to the Company's other segments. Management evaluates the performance of its segments on a pre-tax basis.
TCA is also available for foreign exchange transactions (FX TCA) and for corporate and sovereign bond trading (FI TCA). 9 Corporate Our Corporate segment contains investments principally in strategic financial services-oriented opportunities and maintains corporate overhead expenses and all other income and expenses that are not attributable to our operating segments. Risk Management We are acutely focused on risk management.
It is the Company's practice to cooperate and comply with the requests for information and documents. As indicated above, the Company is currently the subject of various regulatory reviews and investigations by state, federal and foreign regulators and SROs, including the SEC and FINRA.
From time to time, we are the subject of requests for information and documents from the SEC, FINRA and other regulators which could lead to administrative or court proceedings. It is our practice to cooperate and comply with the requests for information and documents.
The Founder Member controls approximately 85.2% of the combined voting power of our common stock as a result of its ownership of our Class A, Class C and Class D Common Stock. The Company holds approximately a 59.7% interest in Virtu Financial at December 31, 2022.
The Founder Post-IPO Member controls approximately 86.5% of the combined voting power of our outstanding common stock as of December 31, 2023.
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FINANCIAL STATEMENTS Index to Consolidated Financial Statements PAGE NUMBER Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 77 Consolidated Statements of Financial Condition 79 Consolidated Statements of Comprehensive Income 81 Consolidated Statements of Changes in Equity 82 Consolidated Statements of Cash Flows 84 Notes to Consolidated Financial Statements 86 76 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Virtu Financial, Inc.
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We believe that our broad diversification, in combination with our proprietary technology platform and low-cost structure, gives us the scale necessary to grow our business around the globe as we service clients and facilitate risk transfer between global capital markets participants by providing liquidity, while at the same time earning attractive margins and returns.
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Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying Consolidated Statements of Financial Condition of Virtu Financial, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related Consolidated Statements of Comprehensive Income, of Changes in Equity and of Cash Flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).
Added
Technology and operational efficiency are at the core of our business, and our focus on market making and order routing technology is a key element of our success. We have developed a proprietary, multi‑asset, multi-currency technology platform that is highly reliable, scalable and modular, and we integrate directly with exchanges, liquidity centers, and our clients.
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We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Added
Our market data, order routing, transaction processing, risk management and market surveillance technology modules manage our market making and institutional agency activities in an efficient manner that enables us to scale our activities globally, across additional securities and other financial instruments and asset classes, without significant incremental costs or third-party licensing or processing fees.
Removed
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
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We believe that technology-enabled market makers like Virtu serve an important role in maintaining and improving the overall health and efficiency of the global capital markets by providing market participants with an efficient means to transfer risk and analyze the quality of execution.
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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
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We believe that market participants benefit from the increased liquidity, lower overall trading costs and execution transparency that Virtu provides. Our execution services and client solutions products are designed to be transparent, because we believe transparency makes markets more efficient and helps investors make better, more informed decisions.
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Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
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We use the latest technology to create and deliver liquidity to global markets and innovative trading solutions and analytics tools to our clients. We interact directly 5 with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions. We have two operating segments: Market Making and Execution Services, and one non-operating segment: Corporate.
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Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.
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Our management allocates resources, assesses performance and manages our business according to these segments. We primarily conduct our Americas equities business through our SEC registered broker‑dealer, Virtu Americas, LLC (“VAL”).
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We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Added
We are registered with the Central Bank of Ireland (“CBI”) and the Financial Conduct Authority (“FCA”) in the UK for our European trading, the Canadian Investment Regulatory Organization (“CIRO”) and the Ontario Securities Commission for our Canadian trading, and the Monetary Authority of Singapore (“MAS”), Securities and Futures Commission of Hong Kong (“SFC”), and Australian Securities and Investments Commission (“ASIC”) for our Asia-Pacific (“APAC”) trading.
Removed
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
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We are registered as a market maker or liquidity provider and/or enter into direct obligations to provide liquidity on nearly every exchange or venue that offers such programs.
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Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
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We engage regularly with regulators around the world on issues affecting electronic trading and other matters that may affect our business and the operation of the financial markets and advocate for increased transparency.
Removed
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
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In the U.S., we conduct our business from our headquarters in New York City and our offices in Boston, Austin, Texas, Chicago, Short Hills, New Jersey, and Palm Beach Gardens, Florida. Abroad, we conduct our business through trading centers located in London, Dublin, Paris, Singapore, Hong Kong, Toronto, and Sydney.
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Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.
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As a leading, low‑cost market maker dedicated to improving efficiency and providing liquidity across multiple asset classes and geographies, we aim to provide critical market functionality and robust price competition in the securities and other financial instruments in which we provide liquidity.
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We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
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The scale and diversity of our market making activities provide added liquidity and transparency to the financial markets, which we believe are necessary and valuable components to the efficient functioning of markets and benefit all market participants.
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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 77 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
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We support transparent and efficient, technologically advanced marketplaces, and advocate for legislation and regulation that promotes fair and transparent access to the financial markets. As a market maker, we commit capital on a principal basis by offering to buy securities from, or sell securities to, broker dealers, banks and institutions.
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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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We make markets in a number of different asset classes, which are discussed in more detail below. We register as market makers and liquidity providers where available and support affirmative market making obligations. We provide competitive and deep liquidity that helps to create more efficient markets around the world.
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Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
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We stand ready, at any time, to buy or sell a broad range of securities and other financial instruments, and we generate revenue by buying and selling large volumes of securities and other financial instruments while earning small bid/ask spreads.
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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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We believe the overall level of volumes and realized volatility as well as the attractiveness of the order flow we interact with and the level of retail participation in the various markets we serve have the greatest impact on our businesses.
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Trading Income, net (“Trading Income”) As described in Note 2 to the consolidated financial statements, $1.629 billion of the Company’s Trading Income for the year ended December 31, 2022 is composed of changes in the fair value of trading assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on trading assets and liabilities.
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Increases in market volatility can cause bid/ask spreads to temporarily widen as market participants are more willing to transact immediately and as a result market makers’ capture rate per notional amount transacted increases. Technology is at the core of our business.
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Trading gains and losses on financial instruments owned and financial instruments sold, not yet purchased, are recorded on the trade date and reported on a net basis in the Consolidated Statements of Comprehensive Income.
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Our team of in-house software engineers develops our software and applications, and we utilize optimized infrastructure to integrate directly with the exchanges and other trading venues on which we provide liquidity. Our focus on technology and our ability to leverage our technology enables us to be one of the lowest cost providers of liquidity to the global electronic trading marketplace.
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The principal considerations for our determination that performing procedures relating to Trading Income is a critical audit matter are the significant audit effort in performing procedures and evaluating audit evidence related to the transactions which comprise the trading income.
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Leveraging the scalability and low costs of our platform, we are able to test and rapidly deploy new liquidity provisioning strategies, expand to new securities, asset classes and geographies and increase transaction volumes at little incremental cost.
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s calculation of Trading Income, including controls over the completeness, accuracy, existence, and valuation of trading assets and trading liabilities.
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These efficiencies are central to our ability to deliver consistently positive Adjusted Net Trading Income (as defined below) as our profitability per trade and per instrument is not significant, particularly in U.S. equities. Our transaction processing is automated over the full life cycle of a trade. Our market making platform generates and disseminates continuous bid and offer quotes.
Removed
These procedures also included, among others, testing of the inputs used by management in their trading income calculations and independently recalculating trading income.
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At the moment when a trade is executed, our systems capture and deliver this information back to the source, in most cases within a fraction of a second, and the trade record is written into our clearing 6 system, where it flows through a chain of control accounts that allow us to automatically and efficiently reconcile trades, positions and payments until the final settlement occurs.
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The procedures performed over testing of the inputs include (i) confirming a sample of trading assets, trading liabilities and cash (collectively the “equity value”) within each trading portfolio at the balance sheet date with external third parties; (ii) developing independent prices for a sample of trading assets and liabilities at the balance sheet date and comparing management’s prices to the independently developed prices; (iii) testing a sample of purchases and sales throughout the year by agreeing the quantity and price to settlement documentation, and (iv) testing the equity value of a sample of trading portfolios throughout the year by comparing the amounts to third party clearing statements. /s/ PricewaterhouseCoopers LLP New York, New York February 17, 2023 We have served as the Company’s auditor since 2018. 78 Table of Contents Virtu Financial, Inc. and Subsidiaries Consolidated Statements of Financial Condition (in thousands, except share data) December 31, 2022 December 31, 2021 Assets Cash and cash equivalents $ 981,580 $ 1,071,463 Cash restricted or segregated under regulations and other 56,662 49,490 Securities borrowed 1,187,674 1,349,322 Securities purchased under agreements to resell 336,999 119,453 Receivables from broker-dealers and clearing organizations 1,115,185 1,026,807 Trading assets, at fair value: Financial instruments owned 3,667,481 3,238,995 Financial instruments owned and pledged 963,071 1,017,960 Receivables from customers 80,830 146,476 Property, equipment and capitalized software (net of accumulated depreciation of $460,763 and $472,155 as of December 31, 2022 and December 31, 2021, respectively) 85,194 89,595 Operating lease right-of-use assets 187,442 225,328 Goodwill 1,148,926 1,148,926 Intangibles (net of accumulated amortization of $318,013 and $253,161 as of December 31, 2022 and December 31, 2021, respectively) 321,480 386,332 Deferred tax assets 146,801 158,518 Other assets ($78,965 and $84,378, at fair value, as of December 31, 2022 and December 31, 2021, respectively) 303,916 291,307 Total assets $ 10,583,241 $ 10,319,971 Liabilities and equity Liabilities Short-term borrowings $ 3,944 $ 61,510 Securities loaned 1,060,432 1,142,048 Securities sold under agreements to repurchase 627,549 514,325 Payables to broker-dealers and clearing organizations 273,843 571,526 Payables to customers 46,525 54,999 Trading liabilities, at fair value: Financial instruments sold, not yet purchased 4,196,974 3,510,779 Tax receivable agreement obligations 238,758 259,282 Deferred tax liabilities 343 65 Accounts payable, accrued expenses and other liabilities 448,292 457,942 Operating lease liabilities 239,202 278,745 Long-term borrowings 1,795,952 1,605,132 Total liabilities 8,931,814 8,456,353 Commitments and Contingencies (Note 15) Virtu Financial Inc.
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We have built and continuously refine our automated and integrated, real time systems for global trading, risk management, clearing and cash management, among other purposes. We have also assembled a proprietary connectivity network between us and exchanges around the world.
Removed
Stockholders' equity Class A common stock (par value $0.00001), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 133,071,754 and 131,497,645 shares, Outstanding — 98,549,464 and 113,170,782 shares at December 31, 2022 and December 31, 2021, respectively 1 1 Class B common stock (par value $0.00001), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at December 31, 2022 and December 31, 2021, respectively — — Class C common stock (par value $0.00001), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 9,030,066 and 9,359,065 shares at December 31, 2022 and December 31, 2021, respectively — — Class D common stock (par value $0.00001), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at December 31, 2022 and December 31, 2021, respectively 1 1 Treasury stock, at cost, 34,522,290 and 18,326,863 shares at December 31, 2022 and December 31, 2021, respectively (954,637) (494,075) Additional paid-in capital 1,292,613 1,223,119 Retained earnings (accumulated deficit) 972,317 830,538 Accumulated other comprehensive income (loss) 31,604 (10,196) Total Virtu Financial Inc. stockholders' equity 1,341,899 1,549,388 79 Table of Contents Virtu Financial, Inc. and Subsidiaries Consolidated Statements of Financial Condition (in thousands, except share data) December 31, 2022 December 31, 2021 Noncontrolling interest 309,528 314,230 Total equity 1,651,427 1,863,618 Total liabilities and equity $ 10,583,241 $ 10,319,971 See accompanying Notes to the Consolidated Financial Statements. 80 Table of Contents Virtu Financial, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31, (in thousands, except share and per share data) 2022 2021 2020 Revenues: Trading income, net $ 1,628,898 $ 2,105,194 $ 2,493,248 Interest and dividends income 159,120 75,384 62,119 Commissions, net and technology services 529,845 614,489 600,510 Other, net 46,949 16,418 83,454 Total revenue 2,364,812 2,811,485 3,239,331 Operating Expenses: Brokerage, exchange, clearance fees and payments for order flow, net 619,168 745,434 758,843 Communication and data processing 219,505 211,988 213,750 Employee compensation and payroll taxes 390,947 376,282 393,536 Interest and dividends expense 231,060 139,704 125,649 Operations and administrative 86,069 88,149 94,558 Depreciation and amortization 66,377 67,816 66,741 Amortization of purchased intangibles and acquired capitalized software 64,837 69,668 74,254 Termination of office leases 6,982 28,138 9,608 Debt issue cost related to debt refinancing, prepayment and commitment fees 29,910 6,590 28,879 Transaction advisory fees and expenses 1,124 843 2,941 Financing interest expense on long-term borrowings 92,035 79,969 87,735 Total operating expenses 1,808,014 1,814,581 1,856,494 Income before income taxes and noncontrolling interest 556,798 996,904 1,382,837 Provision for income taxes 88,466 169,670 261,924 Net income 468,332 827,234 1,120,913 Noncontrolling interest (203,306) (350,356) (471,716) Net income available for common stockholders $ 265,026 $ 476,878 $ 649,197 Earnings per share Basic $ 2.45 $ 3.95 $ 5.19 Diluted $ 2.44 $ 3.91 $ 5.16 Weighted average common shares outstanding Basic 103,997,767 117,339,539 121,692,443 Diluted 104,422,443 118,423,928 122,332,190 Net income $ 468,332 $ 827,234 $ 1,120,913 Other comprehensive income Foreign exchange translation adjustment, net of taxes (24,254) (12,470) 15,318 Net change in unrealized cash flow hedges gain (loss), net of taxes 90,865 37,794 (59,019) Comprehensive income 534,943 852,558 1,077,212 Less: Comprehensive income attributable to noncontrolling interest (228,117) (360,389) (452,855) Comprehensive income attributable to common stockholders $ 306,826 $ 492,169 $ 624,357 See accompanying Notes to the Consolidated Financial Statements. 81 Table of Contents Virtu Financial, Inc. and Subsidiaries Consolidated Statements of Changes in Equity Years Ended December 31, 2022, 2021, and 2020 Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc.
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Efficiency and speed in performing prescribed functions are always crucial requirements for our systems, and generally we focus on opportunities in markets that are sufficiently advanced to allow the seamless deployment of our automated strategies, risk management system and core technology.
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Stockholders' Equity Noncontrolling Interest Total Equity (in thousands, except share and interest data) Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts Balance at December 31, 2019 120,435,912 $ 1 12,887,178 $ — 60,091,740 $ 1 (2,178,771) $ (55,005) $ 1,077,398 $ (90,374) $ (647) $ 931,374 $ 297,562 $ 1,228,936 Share based compensation 2,489,483 — — — — — — — 56,629 — — 56,629 — 56,629 Treasury stock purchases (867,984) — — — — — (1,436,326) (33,918) — (15,946) — (49,864) — (49,864) Stock option exercised 909,627 — — — — — — — 16,440 — — 16,440 — 16,440 Warrants issued — — — — — — — — 11,488 — — 11,488 — 11,488 Net Income — — — — — — — — — 649,197 — 649,197 471,716 1,120,913 Foreign exchange translation adjustment — — — — — — — — — — 8,604 8,604 6,714 15,318 Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — (33,444) (33,444) (25,575) (59,019) Dividends ($0.24 per share of Class A common stock and participating Restricted Stock Unit and Restricted Stock Award) and distributions from Virtu Financial to non-controlling interest — — — — — — — — — (120,496) — (120,496) (363,919) (484,415) Issuance of common stock in connection with employee exchanges 2,660,239 — — — — — — — — — — — — — Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — (2,660,239) — — — — — — — — — — — Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — (1,388) — — (1,388) — (1,388) Balance at December 31, 2020 125,627,277 $ 1 10,226,939 $ — 60,091,740 $ 1 (3,615,097) $ (88,923) $ 1,160,567 $ 422,381 $ (25,487) $ 1,468,540 $ 386,498 $ 1,855,038 Share based compensation 2,434,251 — — — — — — — $ 55,654 $ — $ — $ 55,654 $ — $ 55,654 Repurchase of Class C common stock — — (120,025) — — — — — $ (3,455) $ — $ — $ (3,455) $ — $ (3,455) Treasury stock purchases (840,229) — — — — — (14,711,766) (405,152) $ — $ (22,301) $ — $ (427,453) $ — $ (427,453) Stock option exercised 528,497 — — — — — — — $ 10,042 $ — $ — $ 10,042 $ — $ 10,042 Net Income — — — — — — — — $ — $ 476,878 $ — $ 476,878 $ 350,356 $ 827,234 Foreign exchange translation adjustment — — — — — — — — $ — $ — $ (7,673) $ (7,673) $ (4,797) $ (12,470) Warrants exercised 3,000,000 — — — — — — — $ — $ 68,940 $ — $ 68,940 $ — $ 68,940 Net change in unrealized cash flow hedges gains — — — — — — — — $ — $ — $ 22,964 $ 22,964 $ 14,830 $ 37,794 Dividends ($0.24 per share of Class A common stock and participating Restricted Stock Unit and Restricted Stock Award) and distributions from Virtu Financial to non-controlling interest — — — — — — — — $ — $ (115,360) $ — $ (115,360) $ (432,657) $ (548,017) Issuance of Common Stock in connection with employee exchanges 747,849 — — — — — — — $ — $ — $ — $ — $ — $ — Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — (747,849) — — — — — $ — $ — $ — $ — $ — $ — Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — $ 311 $ — $ — $ 311 $ — $ 311 Balance at December 31, 2021 131,497,645 1 9,359,065 — 60,091,740 1 (18,326,863) (494,075) $ 1,223,119 $ 830,538 $ (10,196) $ 1,549,388 $ 314,230 $ 1,863,618 Share based compensation 1,897,030 — — — — — — — $ 71,597 $ — $ — $ 71,597 $ — $ 71,597 Repurchase of Class C common stock — — (236,069) — — — — — $ (8,256) $ — $ — $ (8,256) $ — $ (8,256) Treasury stock purchases (684,730) — — — — — (16,195,427) (460,562) $ — $ (19,982) $ — $ (480,544) $ — $ (480,544) Stock option exercised 268,879 — — — — — — — $ 5,109 $ — $ — $ 5,109 $ — $ 5,109 Net Income — — — — — — — — $ — $ 265,026 $ — $ 265,026 $ 203,306 $ 468,332 Foreign exchange translation adjustment — — — — — — — — $ — $ — $ (13,605) $ (13,605) $ (10,649) $ (24,254) 82 Table of Contents Virtu Financial, Inc. and Subsidiaries Consolidated Statements of Changes in Equity Years Ended December 31, 2022, 2021, and 2020 Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc.
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Our core operations team across our offices in North America, APAC and Europe monitors our systems 24 hours a day, five days a week. This function provides coverage for our full technology platform, including our market data, order routing, transaction processing, and risk management technology modules.
Removed
Stockholders' Equity Noncontrolling Interest Total Equity (in thousands, except share and interest data) Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts Net change in unrealized cash flow hedges gains — — — — — — — — — — 55,405 55,405 35,460 90,865 Dividends ($0.24 per share of Class A common stock and participating Restricted Stock Unit and Restricted Stock Award) and distributions from Virtu Financial to non-controlling interest — — — — — — — — $ — $ (103,265) $ — $ (103,265) $ (272,019) $ (375,284) Issuance of Common Stock in connection with employee exchanges 92,930 — — — — — — — $ — $ — $ — $ — $ — $ — Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — (92,930) — — — — — $ — $ — $ — $ — $ — $ — Contributions from noncontrolling interests — — — — — — — — $ — $ — $ — $ — $ 39,200 $ 39,200 Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — $ 1,044 $ — $ — $ 1,044 $ — $ 1,044 Balance at December 31, 2022 133,071,754 1 9,030,066 — 60,091,740 1 (34,522,290) (954,637) $ 1,292,613 $ 972,317 $ 31,604 $ 1,341,899 $ 309,528 $ 1,651,427 See accompanying Notes to the Consolidated Financial Statements. 83 Table of Contents Virtu Financial, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, (in thousands) 2022 2021 2020 Cash flows from operating activities Net income $ 468,332 $ 827,234 $ 1,120,913 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 66,377 67,816 66,741 Amortization of purchased intangibles and acquired capitalized software 64,837 69,668 74,254 Debt issue cost related to debt refinancing and prepayment 24,316 649 7,555 Amortization of debt issuance costs and deferred financing fees 6,919 6,939 26,148 Termination of office leases 4,707 28,138 9,608 Share-based compensation 67,219 55,751 59,838 Deferred taxes (3,468) 34,617 21,601 Gain on sale of MATCHNow — — (58,652) Other 11,392 (5,556) (1,926) Changes in operating assets and liabilities: Securities borrowed 161,648 75,694 503,747 Securities purchased under agreements to resell (217,546) (96,587) 120,166 Receivables from broker-dealers and clearing organizations (1,110) 657,199 (365,422) Trading assets, at fair value (373,597) (1,141,224) (350,041) Receivables from customers 65,646 68,002 (110,947) Operating lease right-of-use assets 28,670 33,930 39,659 Other assets (62,799) 59,209 (48,472) Securities loaned (81,616) 193,792 (651,843) Securities sold under agreements to repurchase 113,224 53,090 120,493 Payables to broker-dealers and clearing organizations (276,646) (267,126) (9,323) Payables to customers (8,474) (63,827) 29,107 Trading liabilities, at fair value 686,195 587,071 425,750 Operating lease liabilities (33,322) (36,595) (50,024) Accounts payable, accrued expenses and other liabilities (4,101) (36,258) 81,954 Net cash provided by operating activities 706,803 1,171,626 1,060,884 Cash flows from investing activities Development of capitalized software (37,658) (35,508) (31,471) Acquisition of property and equipment (27,201) (24,562) (28,888) Proceeds from sale of investments — — 7,620 Proceeds from sale of MATCHNow — — 60,592 Other investing activities 35,329 (27,279) (10,412) Net cash used in investing activities (29,530) (87,349) (2,559) Cash flows from financing activities Dividends to stockholders and distributions from Virtu Financial to noncontrolling interest (375,284) (548,017) (484,415) Repurchase of Class C common stock (8,256) (3,454) — Purchase of treasury stock (480,544) (427,453) (49,864) Stock options exercised 5,109 10,042 16,440 Short-term borrowings, net (59,112) (2,017) (10,514) Proceeds from long-term borrowings 1,800,000 — — Repayment of long term borrowings (1,599,774) (36,737) (288,500) Tax receivable agreement obligations (21,343) (16,505) (13,286) Debt issuance costs (35,741) (2,658) (9,779) Warrants exercised — 68,940 — Contributions from noncontrolling interests 39,200 — — Net cash used in financing activities (735,745) (957,859) (839,918) Effect of exchange rate changes on cash and cash equivalents (24,239) (12,470) 15,318 Net decrease in cash and cash equivalents (82,711) 113,948 233,725 84 Table of Contents Virtu Financial, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, (in thousands) 2022 2021 2020 Cash, cash equivalents, and restricted or segregated cash, beginning of period 1,120,953 1,007,005 773,280 Cash, cash equivalents, and restricted or segregated cash, end of period $ 1,038,242 $ 1,120,953 $ 1,007,005 Supplementary disclosure of cash flow information Cash paid for interest $ 246,985 $ 159,864 $ 173,645 Cash paid for taxes 103,965 134,878 248,532 Non-cash investing activities Share-based and accrued incentive compensation to developers relating to capitalized software 17,356 17,239 14,773 Non-cash financing activities Tax receivable agreement described in Note 5 1,044 311 (1,388) See accompanying Notes to the Consolidated Financial Statements. 85 Virtu Financial, Inc. and Subsidiaries Notes to the Consolidated Financial Statements (dollars in thousands, except shares and per share amounts, unless otherwise noted) 1.
Added
Clients and Products We offer direct-to-client market making services across multiple asset classes primarily to sell-side clients including global, national and regional broker dealers and banks as well as buy-side clients comprising, among others, mutual funds, pension plans, plan sponsors, hedge funds, trusts and endowments in North America, Europe and Asia.
Removed
Organization and Basis of Presentation Organization The accompanying Consolidated Financial Statements include the accounts and operations of Virtu Financial, Inc. (“VFI” or, collectively with its wholly owned or controlled subsidiaries, “Virtu” or the “Company”). VFI is a Delaware corporation whose primary asset is its ownership interest in Virtu Financial LLC (“Virtu Financial”).
Added
We generally compete based on execution quality, market coverage, and client service. In direct-to-client electronic market making in U.S. equities, execution quality is generally measured based on factors that include speed of execution, fulfillment rates, opportunity and amounts of price improvement, using metrics defined in SEC Rule 605.
Removed
As of December 31, 2022, VFI owned approximately 59.7% of the membership interests of Virtu Financial. VFI is the sole managing member of Virtu Financial and operates and controls all of the businesses and affairs of Virtu Financial and its subsidiaries (the “Group”).
Added
In other asset classes, metrics for execution quality are not prescribed by applicable regulation, and in many cases, are client defined. We continually work to provide clients with high quality, low-cost trade executions that enable them to satisfy their fiduciary obligation to seek the best execution on behalf of their customer.
Removed
Virtu Financial’s principal United States ("U.S.") subsidiary is Virtu Americas LLC (“VAL”), which is a U.S. broker-dealer.
Added
We continually refine our automated order routing models so that we may remain competitive. Global Equities We trade over 25,000 listed and over-the-counter (“OTC”) securities including, among others, equity related futures and exchange traded products (“ETPs”), on sixteen U.S.
Removed
Other principal U.S. subsidiaries include Virtu Financial Global Markets LLC, a U.S. trading entity focused on futures and currencies; Virtu ITG Analytics LLC, a provider of pre- and post-trade analysis, fair value, and trade optimization services; and Virtu ITG Platforms LLC, a provider of workflow technology solutions and network connectivity services.
Added
Securities and Exchange Commission (“SEC”) registered exchanges and other market centers around the world, including the New York Stock Exchange (“NYSE”), the Nasdaq, NYSE Arca, Cboe BATS, Chicago Stock Exchange, the Member's Exchange (“MEMX”), the TSX in Canada, Bovespa in Brazil and BMV in Mexico, as well as other ATSs and more than 20 private liquidity pools.
Removed
Principal foreign subsidiaries include Virtu Financial Ireland Limited ("VFIL") and Virtu ITG Europe Limited ("VIEL"), each formed in Ireland; Virtu ITG UK Limited ("VIUK"), formed in the United Kingdom; Virtu Canada Corp (f/k/a Virtu ITG Canada Corp.), formed in Canada; Virtu Financial Asia Pty Ltd. and Virtu ITG Australia Limited, each formed in Australia; Virtu ITG Hong Kong Limited, formed in Hong Kong; and Virtu Financial Singapore Pte.
Added
Our strategy globally is to utilize high speed, efficient connections to all of the registered exchanges and market centers, including the London Stock Exchange, Cboe Europe Equities, Euronext, Six Swiss Exchange, Australian Securities Exchange, Tokyo Stock Exchange and Singapore Exchange, as well as other trading venues and additional pools of liquidity to which we can gain access either directly or through a broker.
Removed
Ltd. and Virtu ITG Singapore Pte. Ltd., each formed in Singapore, all of which are trading entities focused on asset classes in their respective geographic regions. The Company has two operating segments: (i) Market Making and (ii) Execution Services; and one non-operating segment: Corporate. See Note 22 "Geographic Information and Business Segments" for a further discussion of the Company’s segments.
Added
As ETPs and other similar products, including Exchange Traded Funds (“ETFs”), have proliferated both domestically and internationally, demand has increased for trading the underlying assets or hedging such products. Our technology has enabled us to expand into providing liquidity to this growing area by making markets across these assets in a variety of trading venues globally.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

97 edited+12 added25 removed272 unchanged
Biggest changeBusiness and Operations Our revenues and profitability depend on trading volume, volatility, retail participation and other characteristics in the markets in which we operate and the order flow with which we interact and therefore are subject to factors beyond our control, are prone to significant fluctuations and are difficult to predict. We are dependent upon our trading counterparties and clearing houses to perform their obligations to us. We may incur losses in our market making activities and our execution services businesses due to failures of our customized trading platform, due to market risk or from a lack of perfect information. The valuation of the securities we hold at any particular time may result in large and occasionally anomalous swings in the value of our positions and in our earnings in any period. We face substantial competition and other competitive dynamics which could harm our financial performance. Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. We could lose significant sources of revenues if we lose any of our larger clients or sources of order flow or lose access to an important exchange or other trading venue or if we fail to adapt to proposed new regulations, should they become final rules. We are subject to liquidity risk in our operations. Self‑clearing and other elements of our trade processing expose us to operational, financial and liquidity risks. We have a substantial amount of indebtedness, which could negatively impact our business and financial condition, and may limit our flexibility in operating our business. We depend on our technology and our results may be negatively impacted if we cannot remain competitive. Our reliance on our computer systems and software could expose us to material financial and reputational harm if any of our computer systems or software were subject to any material disruption or corruption. We could be the target of a significant cyber-attack, threat or incident that impairs internal systems, results in adverse consequences to information our system process, store or transmit or causes reputation or monetary damages as a consequence. Our business may be harmed by computer and communication systems malfunctions, human error, failures and delays. Failure or poor performance of third‑party software, infrastructure or systems could adversely affect our business. The use of open source software may expose us to additional risks. We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business. Fluctuations in currency exchange rates could negatively impact our earnings. We may incur material losses on foreign exchange transactions entered into on behalf of clients and be exposed to material liquidity risk due to counterparty defaults or errors. We may experience risks associated with future growth or expansion of our operations or acquisitions, strategic investments or dispositions of businesses, and we may never realize the anticipated benefits of such activities. Our future efforts to sell shares of our common stock or raise additional capital may be inhibited by regulations. 17 We are dependent on the continued service of certain key executives, the loss or diminished performance of whom could have a material adverse effect on our business and our success depends, in part, on our ability to identify, recruit and retain skilled management and technical personnel. The COVID-19 pandemic could adversely affect our business, results of operations and financial condition. We may incur losses as a result of unforeseen or catastrophic events, including the emergence of another pandemic, social unrest, terrorist attacks, extreme weather events or other natural disasters. We may be subject to increased risks or business disruption, incur losses or suffer reputational harm in relation to or as a result of climate change. Cryptocurrency is an emerging asset class that carries unique risk, including the risk of financial loss.
Biggest changeBusiness and Operations Our revenues and profitability depend on trading volume, volatility, retail participation and other characteristics in the markets in which we operate and the order flow with which we interact and therefore are subject to factors beyond our control, are prone to significant fluctuations and are difficult to predict. We are dependent upon our trading counterparties, clients and clearing houses to perform their obligations to us. We may incur losses in our market making activities and our execution services businesses due to failures of our customized trading platform, due to market risk or from a lack of perfect information. The valuation of the securities we hold at any particular time may result in large and occasionally anomalous swings in the value of our positions and in our earnings in any period. We face substantial competition and other competitive dynamics which could harm our financial performance. Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. We could lose significant sources of revenues if we lose any of our larger clients or sources of order flow or lose access to an important exchange or other trading venue or if we fail to adapt to proposed new regulations, should they become final rules. We are subject to liquidity risk in our operations. Self‑clearing and other elements of our trade processing expose us to operational, financial and liquidity risks. We have a substantial amount of indebtedness, which could negatively impact our business and financial condition, and may limit our flexibility in operating our business. We depend on our technology and our results may be negatively impacted if we cannot remain competitive. Our reliance on our computer systems and software could expose us to material financial and reputational harm if any of our computer systems or software were subject to any material disruption or corruption. We could be the target of a significant cyber-attack, threat or incident that impairs internal systems, results in adverse consequences to information our system process, store or transmit or causes reputation or monetary damages as a consequence. Our business may be harmed by computer and communication systems malfunctions, human error, failures and delays. Failure or poor performance of third‑party software, infrastructure or systems could adversely affect our business. The use of open source software may expose us to additional risks. We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business. Fluctuations in currency exchange rates could negatively impact our earnings. We may incur material losses on foreign exchange transactions entered into on behalf of clients and be exposed to material liquidity risk due to counterparty defaults or errors. We may experience risks associated with future growth or expansion of our operations or acquisitions, strategic investments or dispositions of businesses, and we may never realize the anticipated benefits of such activities. Our future efforts to sell shares of our common stock or raise additional capital may be inhibited by regulations. We are dependent on the continued service of certain key executives, the loss or diminished performance of whom could have a material adverse effect on our business and our success depends, in part, on our ability to identify, recruit and retain skilled management and technical personnel. We may be subject to increased risks or business disruption, incur losses or suffer reputational harm in relation to or as a result of climate change. Cryptocurrency is an emerging asset class that carries unique risk, including the risk of financial loss. 17 Legal and Regulatory Regulatory and legal uncertainties could harm our business. Pending, proposed and other potential changes in laws and rules may adversely impact our business. Non‑compliance with applicable laws or regulatory requirements could subject us to sanctions and could negatively impact our reputation, prospects, revenues and earnings. We are subject to risks relating to litigation and potential securities law liability. Proposed legislation in the European Union, the U.S. and other jurisdictions that would impose taxes on certain financial transactions could have a material adverse effect on our business and financial results. We are exposed to risks associated with our international operations and expansion and failure to comply with laws and regulations applicable to such operations may increase costs, reduce profits, limit growth or subject us to liability. Brexit continues to pose a risk of negatively impacting the global economy, financial markets and our business. In connection with our historical acquisitions, the Company is subject to potential liabilities that could materially and adversely affect our business.
The credit agreement entered into on March 1, 2019 by and among Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), Impala Borrower LLC (the “Acquisition Borrower”), a subsidiary of the Company, the lenders party thereto and Jefferies Finance LLC, as administrative agent (as amended on October 9, 2019 and as further amended from time to time, the “Acquisition Credit Agreement”) contained, and the refinancing 22 credit agreement entered into on January 13, 2022 by and among VFH, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”), and any other existing or future indebtedness of ours may contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our restricted subsidiaries’ ability to, among other things: incur additional debt, guarantee indebtedness or issue certain preferred equity interests; pay dividends on or make distributions in respect of, or repurchase or redeem, our equity interests or make other restricted payments; prepay, redeem or repurchase certain debt; make loans or certain investments; sell certain assets; create liens on our assets; consolidate, merge or sell or otherwise dispose of all or substantially all of our assets; enter into certain transactions with our affiliates; enter into agreements restricting our subsidiaries’ ability to pay dividends; and designate our subsidiaries as unrestricted subsidiaries.
The credit agreement entered into on March 1, 2019 by and among Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), Impala Borrower LLC (the “Acquisition Borrower”), a subsidiary of the Company, the lenders party thereto and Jefferies Finance LLC, as administrative agent (as amended on October 9, 2019 and as further amended from time to time, the “Acquisition Credit Agreement”) contained, and the refinancing credit agreement entered into on January 13, 2022 by and among VFH, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”), and any other existing or future indebtedness of ours may contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our restricted subsidiaries’ ability to, among other things: 22 incur additional debt, guarantee indebtedness or issue certain preferred equity interests; pay dividends on or make distributions in respect of, or repurchase or redeem, our equity interests or make other restricted payments; prepay, redeem or repurchase certain debt; make loans or certain investments; sell certain assets; create liens on our assets; consolidate, merge or sell or otherwise dispose of all or substantially all of our assets; enter into certain transactions with our affiliates; enter into agreements restricting our subsidiaries’ ability to pay dividends; and designate our subsidiaries as unrestricted subsidiaries.
Our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located. This may include a disruption involving electrical, satellite, undersea cable or other communications, internet, transportation or other services facilities used by us, our employees or third parties with which we conduct business.
Our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located. This may include a disruption involving electrical, satellite, undersea cable or other communications, internet, transportation or other services facilities used by us, our employees or third parties with which we conduct business.
In addition, following recent news congressional, regulatory and news media attention to U.S. equities market structure, the regulatory and enforcement environment has created uncertainty with respect to various types of transactions that historically had been entered into by financial services firms and that were generally believed to be permissible and appropriate.
In addition, following recent congressional, regulatory and news media attention to U.S. equities market structure, the regulatory and enforcement environment has created uncertainty with respect to various types of transactions that historically had been entered into by financial services firms and that were generally believed to be permissible and appropriate.
These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that stockholders may consider favorable, include the following, some of which may only become effective when the Founder Post-IPO Member or any of its affiliates or permitted transferees no longer beneficially own shares representing 25% of our issued and outstanding common stock (the “Triggering Event”): the 10 vote per share feature of our Class B Common Stock and Class D Common Stock; the division of our Board of Directors into three classes and the election of each class for three-year terms; the sole ability of the Board of Directors to fill a vacancy created by the expansion of the Board of Directors; advance notice requirements for stockholder proposals and director nominations; after the Triggering Event, provisions limiting stockholders' ability to call special meetings of stockholders, to require special meetings of stockholders to be called and to take action by written consent; after the Triggering Event, in certain cases, the approval of holders of at least 75% of the shares entitled to vote generally on the making, alteration, amendment or repeal of our certificate of incorporation or by-laws will be 39 required to adopt, amend or repeal our by-laws, or amend or repeal certain provisions of our certificate of incorporation; after the Triggering Event, the required approval of holders of at least 75% of the shares entitled to vote at an election of the directors to remove directors, which removal may only be for cause; and the ability of our Board of Directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our Board of Directors.
These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that stockholders may consider favorable, include the following, some of which may only become effective when the Founder Post-IPO Member or any of its affiliates or permitted transferees no longer beneficially own shares representing 25% of our issued and outstanding common stock (the “Triggering Event”): the 10 vote per share feature of our Class B Common Stock and Class D Common Stock; the division of our Board of Directors into three classes and the election of each class for three-year terms; the sole ability of the Board of Directors to fill a vacancy created by the expansion of the Board of Directors; advance notice requirements for stockholder proposals and director nominations; 38 after the Triggering Event, provisions limiting stockholders' ability to call special meetings of stockholders, to require special meetings of stockholders to be called and to take action by written consent; after the Triggering Event, in certain cases, the approval of holders of at least 75% of the shares entitled to vote generally on the making, alteration, amendment or repeal of our certificate of incorporation or by-laws will be required to adopt, amend or repeal our by-laws, or amend or repeal certain provisions of our certificate of incorporation; after the Triggering Event, the required approval of holders of at least 75% of the shares entitled to vote at an election of the directors to remove directors, which removal may only be for cause; and the ability of our Board of Directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our Board of Directors.
If any such claims materialize, we could be required to (i) seek licenses from third parties in order to 25 continue to use such tools and software or to continue to operate certain elements of our technology, (ii) release certain proprietary software code comprising our modifications to such open source software, (iii) make our software available under the terms of an open source license, (iv) re‑engineer all, or a portion of, that software, any of which could materially and adversely affect our business, financial condition, results of operations and cash flows or (v) be required to pay significant damages as a result of substantiated unauthorized use.
If any such claims materialize, we could be required to (i) seek licenses from third parties in order to continue to use such tools and software or to continue to operate certain elements of our technology, (ii) release certain proprietary software code comprising our modifications to such open source software, (iii) make our software available under the terms of an open source license, (iv) re‑engineer all, or a portion of, that software, any of which could materially and adversely affect our business, financial condition, results of operations and cash flows or (v) be required to pay significant damages as a result of substantiated unauthorized use.
While we monitor the use of all open source software in our solutions, processes and technology and try to ensure that no open source software is used (i) in such a way as to require us to disclose the source code to the related solution when we do not wish to do so nor (ii) in connection with critical or fundamental elements of our software or technology, such use may have inadvertently occurred in deploying our proprietary solutions.
While we monitor the use of all open source software in our solutions, processes and technology and try to ensure that no open source software is used (i) in such a way as to require us to disclose the source code to the related solution when we do not wish to do so nor (ii) in connection with critical or fundamental elements of 25 our software or technology, such use may have inadvertently occurred in deploying our proprietary solutions.
Under applicable SEC rules we must maintain internal controls over financial reporting to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the related rules of the SEC, which require, among other things, our management to assess annually the effectiveness of our 38 internal control over financial reporting and our independent registered public accounting firm to issue a report on the effectiveness of internal control over financial reporting with our Annual Report on Form 10-K.
Under applicable SEC rules we must maintain internal controls over financial reporting to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the related rules of the SEC, which require, among other things, our management to assess annually the effectiveness of our internal control over financial reporting and our independent registered public accounting firm to issue a report on the effectiveness of internal control over financial reporting with our Annual Report on Form 10-K.
Regulators and exchanges may also introduce risk control and other technological requirements on our business that could result in increased costs of compliance and divert our technological resources away from their primary strategy development and maintenance duties. The markets in which we compete are characterized by rapidly changing technology, evolving industry standards and changing trading systems, practices and techniques.
Regulators and exchanges may also introduce risk control and other technological requirements on our business that could result in 23 increased costs of compliance and divert our technological resources away from their primary strategy development and maintenance duties. The markets in which we compete are characterized by rapidly changing technology, evolving industry standards and changing trading systems, practices and techniques.
Cifu invests in other businesses and spends time on such matters, which could divert their attention from us. Our employment agreement with Mr. Cifu specifically permits his participation in and attention to certain other business activities, including but not necessarily limited to his role as the Vice Chairman and Alternate Governor of the Florida Panthers, a National Hockey League franchise.
Cifu invests in other businesses and spends time on such matters, which could divert his attention from us. Our employment agreement with Mr. Cifu specifically permits his participation in and attention to certain other business activities, including but not necessarily limited to his role as the Vice Chairman and Alternate Governor of the Florida Panthers, a National Hockey League franchise.
Our revenues and profitability depend in part on the level of trading activity of securities, derivatives and other financial products on exchanges and in other trading venues in the U.S. and abroad, which are directly affected by factors beyond our control, including economic and political conditions, regulatory changes, emergencies and pandemics, broad trends in business and finance and changes in the markets in which such transactions occur.
Our revenues and profitability depend in part on the level of trading activity of securities, derivatives and other financial products on exchanges and in other trading venues in the U.S. and abroad, which are directly affected by factors 18 beyond our control, including economic and political conditions, regulatory changes, emergencies and pandemics, broad trends in business and finance and changes in the markets in which such transactions occur.
In addition, changes in current laws or regulations or in governmental policies could negatively impact our operations, revenues and earnings. Domestic and foreign stock exchanges, other SROs and state and foreign securities commissions can censure, fine, impose undertakings, issue cease‑and‑desist orders and suspend or expel a broker‑dealer or other market participant or any of its officers or employees.
In addition, changes in current laws or regulations or in governmental policies could negatively impact our operations, revenues and earnings. 30 Domestic and foreign stock exchanges, other SROs and state and foreign securities commissions can censure, fine, impose undertakings, issue cease‑and‑desist orders and suspend or expel a broker‑dealer or other market participant or any of its officers or employees.
We have been, are currently, and may in the future be, the 31 subject of one or more regulatory or SRO enforcement actions, including but not limited to targeted and routine regulatory inquiries and investigations involving Best Execution, Regulation NMS, Regulation SHO, Regulation SCI, market access rules, capital requirements and other domestic and foreign securities rules and regulations.
We have been, are currently, and may in the future be, the subject of one or more regulatory or SRO enforcement actions, including but not limited to targeted and routine regulatory inquiries and investigations involving Best Execution, Regulation NMS, Regulation SHO, Regulation SCI, market access rules, capital requirements and other domestic and foreign securities rules and regulations.
In addition, the varying compliance requirements of these different regulatory jurisdictions and other factors may limit our ability to successfully conduct or expand our business internationally and may increase our costs of investment. Expansion into international locations involves substantial operational and execution risk. We may not be able to manage these costs or risks effectively.
In addition, the varying compliance requirements of these different regulatory jurisdictions and other factors may limit our ability to successfully conduct or expand our business internationally and may increase our costs of investment. Expansion 32 into international locations involves substantial operational and execution risk. We may not be able to manage these costs or risks effectively.
Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition, results of operations and cash flows, and stock price. Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud.
Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition, results of operations and cash flows, and stock price. 37 Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud.
In connection with the Reorganization Transactions, we acquired equity interests in Virtu Financial from an affiliate of Silver Lake Partners (which, following a secondary offering completed in November 2015, no longer holds any equity interest 36 in us) and the Temasek Pre-IPO Member in the Mergers.
In connection with the Reorganization Transactions, we acquired equity interests in Virtu Financial from an affiliate of Silver Lake Partners (which, following a secondary offering completed in November 2015, no longer holds any equity interest in us) and the Temasek Pre-IPO Member in the Mergers.
Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. 23 We depend on our technology, and our future results may be negatively impacted if we cannot remain technologically competitive.
Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. We depend on our technology, and our future results may be negatively impacted if we cannot remain technologically competitive.
The Spanish FTT constitutes a new tax to be applied to acquisitions of equity shares in Spanish companies having a market capitalization greater than EUR1bn (as of 1st December the previous year), that are admitted to trading on a Spanish market or a market based in another E.U. member state.
The Spanish FTT constitutes a tax to be applied to acquisitions of equity shares in Spanish companies having a market capitalization greater than EUR1bn (as of 1st December the previous year), that are admitted to trading on a Spanish market or a market based in another E.U. member state.
Viola, Temasek, any of our non‑employee directors or any of their respective affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our clients or customers. In addition, subject to the restrictions on competitive activities described below, Mr.
Viola, any of our non‑employee directors or any of their respective affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our clients or customers. In addition, subject to the restrictions on competitive activities described below, Mr.
The loss of any member of our 27 senior management team could impair our ability to execute our business plan and growth strategy and have a negative impact on our revenues, in addition to potentially causing employee morale problems and/or the loss of key employees. In particular, Mr.
The loss of any member of our senior management team could impair our ability to execute our business plan and growth strategy and have a negative impact on our revenues, in addition to potentially causing employee morale problems and/or the loss of key employees. In particular, Mr.
As a result, period to period comparisons of our revenues and operating results may not be meaningful, and future revenues and profitability may be subject to significant fluctuations or declines. We are dependent upon our trading counterparties and clearing houses to perform their obligations to us.
As a result, period to period comparisons of our revenues and operating results may not be meaningful, and future revenues and profitability may be subject to significant fluctuations or declines. We are dependent upon our trading counterparties, clients and clearing houses to perform their obligations to us.
Increased competition or consolidation in the marketplace could reduce the bid/ask spreads on which our business and profitability depend, and may also reduce commissions paid by institutional clients for execution services, negatively impacting our financial performance.
Increased competition or consolidation in the marketplace could reduce the bid/ask spreads on which our business and profitability depend, and may also reduce commissions paid by institutional clients for execution services, negatively impacting 20 our financial performance.
Our market making and trading activities are characterized by substantial volumes, an emphasis on technology and certain other 29 characteristics that are also commonly associated with high frequency trading and we engage in direct-to-client market making services across multiple asset classes primarily to sell-side clients including global, national and regional broker-dealers and banks and in the context of our market making and trading activities, we are party to various remuneration and rebate arrangements, including payment for order flow, profit-sharing relationships, and exchange fee and rebate structures.
Our market making and 28 trading activities are characterized by substantial volumes, an emphasis on technology and certain other characteristics that are also commonly associated with high frequency trading and we engage in direct-to-client market making services across multiple asset classes primarily to sell-side clients including global, national and regional broker-dealers and banks and in the context of our market making and trading activities, we are party to various remuneration and rebate arrangements, including payment for order flow, profit-sharing relationships, and exchange fee and rebate structures.
These larger and better capitalized competitors may be better able to respond to changes in the market making industry, to compete for skilled professionals, to finance acquisitions, to fund internal growth, to manage costs and expenses and to compete for market share 20 generally.
These larger and better capitalized competitors may be better able to respond to changes in the market making industry, to compete for skilled professionals, to finance acquisitions, to fund internal growth, to manage costs and expenses and to compete for market share generally.
Further, one or more counterparties may suffer liquidity or solvency challenges as a result of internal or other idiosyncratic events, and this may prevent these counterparties, and potentially their counterparties, from meeting their obligations to us.
Further, one or more counterparties or clients may suffer liquidity or solvency challenges as a result of internal or other idiosyncratic events, and this may prevent these counterparties or clients, and potentially their counterparties or clients, from meeting their obligations to us.
Similarly, changes in applicable laws, regulations or rules promulgated by exchanges could conceivably prevent us from providing liquidity directly to clients or counterparties or other trading venue where we provide liquidity today.
Similarly, changes in applicable laws, regulations or rules promulgated by regulators or exchanges could conceivably prevent us from providing liquidity directly to clients or counterparties or other trading venue where we provide liquidity today.
Viola, Temasek, our non‑employee directors or any of their respective affiliates invests in other businesses, they may have differing interests than our other stockholders. Messrs. Viola and Cifu also have business relationships outside of our business.
Viola, our non‑employee directors or any of their respective affiliates invests in other businesses, they may have differing interests than our other stockholders. Messrs. Viola and Cifu also have business relationships outside of our business.
In addition, the analysts’ projections may have little or no relationship to the results we actually achieve and could cause our stock price to 40 decline if we fail to meet their projections.
In addition, the analysts’ projections may have little or no relationship to the results we actually achieve and could cause our stock price to decline if we fail to meet their projections.
Management’s Discussion and Analysis of 21 Financial Condition and Results of Operations - Liquidity and Capital Resources - Long-Term Borrowings”), margin financing provided by our prime brokers and cash on hand.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Long-Term Borrowings”), margin financing provided by our prime brokers and cash on hand.
Organization and Structure We are a holding company and our principal asset is our 59.7% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses. We are controlled by the Founder Post‑IPO Member, whose interests in our business may be different than yours, and certain statutory provisions afforded to stockholders are not applicable to us. We may be unable to remain in compliance with the covenants contained in our Credit Agreement and our obligation to comply with these covenants may adversely affect our ability to operate our business. We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the Nasdaq rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements. We are required to pay the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders for certain tax benefits we may claim, and the amounts we may pay could be significant.
Organization and Structure We are a holding company and our principal asset is our 57.8% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses. We are controlled by the Founder Post‑IPO Member, whose interests in our business may be different than yours, and certain statutory provisions afforded to stockholders are not applicable to us. We may be unable to remain in compliance with the covenants contained in our Credit Agreement and our obligation to comply with these covenants may adversely affect our ability to operate our business. We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the Nasdaq rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements. We are required to pay the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders for certain tax benefits we may claim, and the amounts we may pay could be significant.
Cifu, may not directly or indirectly engage in certain competitive activities until the third anniversary of the date on which such person ceases to be an officer, director or employee of ours. Temasek and our non‑employee directors are not subject to any such restriction. To the extent that the Founder Post-IPO Member, Mr.
Cifu, may not directly or indirectly engage in certain competitive activities until the third anniversary of the date on which such person ceases to be an officer, director or employee of ours. Our non‑employee directors are not subject to any such restriction. To the extent that the Founder Post-IPO Member, Mr.
MiFID II also imposes additional requirements on market structure, such as the introduction of a harmonized tick size regime, the introduction of new trading venues known as Organized Trading Facilities, and the promulgation of a new bilateral trading arrangement called the Systematic Internaliser regime, new open access provisions, market making requirements and various other pre‑ and post‑trade risk management requirements.
MiFID II also imposed additional requirements on market structure, such as the introduction of a harmonized tick size regime, the introduction of trading venues known as Organized Trading Facilities, and the promulgation of a bilateral trading arrangement called the Systematic Internaliser regime, new open access provisions, market making requirements and various other pre‑ and post‑trade risk management requirements.
SEC and SRO net capital rules prohibit payments of dividends, redemptions of stock, prepayments of subordinated indebtedness and the making of any unsecured advances or loans to a stockholder, employee or affiliate, in certain circumstances, including if such payment would reduce the firm’s net capital below required levels.
SEC and SRO net capital rules prohibit payments of dividends, redemptions of stock, prepayments of subordinated indebtedness and the making of any unsecured advances or loans to a stockholder, employee or affiliate, in certain circumstances, including if such payment would reduce the Company’s net capital below required levels.
Additionally, we are party to an uncommitted facility (the “Uncommitted Facility”), subject to a maximum borrowing limit of $400.0 million, under which we had no borrowings outstanding as of December 31, 2022. We are also a party to a $650.0 million broker-dealer revolving credit facility (the “Committed Facility”) under which we had no borrowings outstanding as of December 31, 2022.
Additionally, we are party to an uncommitted facility (the “Uncommitted Facility”), subject to a maximum borrowing limit of $400.0 million, under which we had no borrowings outstanding as of December 31, 2023. We are also a party to a $650.0 million broker-dealer revolving credit facility (the “Committed Facility”) under which we had no borrowings outstanding as of December 31, 2023.
We expect that, as a result of the amount of the increases in the tax basis of the tangible and intangible assets of Virtu Financial, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize in full the potential tax benefits described above, future payments to the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders in respect of the purchases, the exchanges and the Mergers in connection with the IPO, the purchases and exchanges completed in connection with our subsequent public offerings, the Secondary Offerings, and exchanges by employees and other Virtu Post-IPO Members will range from approximately $36.4 thousand to $22.0 million per year over the next 15 years.
We expect that, as a result of the amount of the increases in the tax basis of the tangible and intangible assets of Virtu Financial, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize in full the potential tax benefits described above, future payments to the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders in respect of the purchases, the exchanges and the Mergers in connection with the IPO, the purchases and exchanges completed in connection with our subsequent public offerings, the Secondary Offerings, and exchanges by employees and other Virtu Post-IPO Members will range from approximately $0.1 million to $22.1 million per year over the next 15 years.
These disruptions may occur as a result of events that affect only our buildings or systems or those of such third parties, or as a result of events with a broader impact globally, regionally or in the cities where those buildings or systems are located, including, but not limited to, natural disasters, economic or political developments, pandemics, weather events, war, terrorism and other similar events.
These disruptions may occur as a result of events that affect only our buildings or systems or those of such third parties, or as a result of events with a broader impact globally, regionally or in the cities where those buildings or systems are located, including, but not limited to, natural disasters, economic or political developments, pandemics, weather events, terrorism, geopolitical and/or global conflict, war and other similar events.
Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. The majority of our market making revenue for 2022 was derived from our market making in U.S. equities.
Our market making business is concentrated in U.S. equities; accordingly, our operating results may be negatively impacted by changes that affect the U.S. equity markets. The majority of our market making revenue for 2023 was derived from our market making in U.S. equities.
Similarly, VFIL, VIEL and VIUK, our regulated subsidiaries in Ireland and the U.K., are subject to change in control regulations promulgated by the CBI and/or the FCA, and other registered or regulated foreign subsidiaries may be subject to similar regulations in applicable jurisdictions.
Similarly, VFIL, VETL and VIUK, our regulated subsidiaries in Ireland and the U.K., are subject to change in control regulations promulgated by the CBI and/or the FCA, and other registered or regulated foreign subsidiaries may be subject to similar regulations in applicable jurisdictions.
Similarly, VFIL, VIEL and VIUK are subject to change in control regulations promulgated by the CBI and/or the FCA. We may also be subject to similar restrictions in other jurisdictions in which we operate.
Similarly, VFIL, VETL and VIUK are subject to change in control regulations promulgated by the CBI and/or the FCA. We may also be subject to similar restrictions in other jurisdictions in which we operate.
The EU Financial Transaction Tax was initially intended to be implemented within those 11 European Union Member States in January 2014. In 2016, Estonia, one of the original members, withdrew its 32 support for the proposal. As of December 31, 2021 such tax has not yet been implemented.
The EU Financial Transaction Tax was initially intended to be implemented within those 11 European Union Member States in January 2014. In 2016, Estonia, one of the original members, withdrew its support for the proposal. As of December 31, 2023 such tax has not yet been implemented.
New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products. Cryptocurrency is an emerging asset class that carries unique risk, including the risk of financial loss.
New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products. Cryptocurrency and other digital assets are an emerging asset class that carries unique risk, including the risk of financial loss.
Our systems and operations are vulnerable to damage or interruption from human error, software bugs and errors, electronic and physical security breaches, natural disasters, economic or political developments, pandemics, 24 weather events, power loss, utility or internet outages, computer viruses, intentional acts of vandalism, war, terrorism and other similar events.
Our systems and operations are vulnerable to damage or interruption from human error, software bugs and errors, electronic and physical security breaches, natural disasters, economic or political developments, pandemics, weather events, power loss, utility or internet outages, computer viruses, intentional acts of vandalism, terrorism, geopolitical and/or global conflict, war and other similar events.
These proposals include, but are not limited to, (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change U.S. equities market structure, the routing, handling and potentially the amount, character and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) proposed rule amendments to minimum pricing increments under Rule 612 or Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of implementation of certain Market Data Infrastructure Rules, and amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”), and (iv) amendments to Rule 605 of Regulation NMS, along with a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements.
These proposals include, but are not limited to, (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change U.S. equities market structure, the routing, handling and potentially the amount, character and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) proposed rule amendments to minimum pricing increments under Rule 612 or Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of implementation of certain Market Data Infrastructure Rules, and amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”), (iv) amendments to Rule 605 of Regulation NMS, (v) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements, and (vi) amendments to Regulation SCI which would broaden the scope of covered technology platforms business models.
The Founder Post‑IPO Member controls approximately 85.2% of the combined voting power of our common stock as a result of its ownership of our Class C and Class D Common Stock, each share of which is entitled to 1 vote and 10 votes, respectively, on all matters submitted to a vote of our stockholders.
The Founder Post‑IPO Member controls approximately 86.5% of the combined voting power of our common stock as a result of its ownership of our Class C and Class D Common Stock, each share of which is entitled to 1 vote and 10 votes, respectively, on all matters submitted to a vote of our stockholders.
In the E.U., on December 24, 2019, a Regulation on the prudential requirements for Investment Firms (“IFR”) and a Directive on the prudential supervision of Investments Firms (“IFD”) entered into force. The IFR and IFD introduce new prudential requirements for investment firms, classifying them into different categories depending on the firm’s balance-sheet size and types of activity.
In the E.U., on December 24, 2019, a Regulation on the prudential requirements for Investment Firms (“IFR”) and a Directive on the prudential supervision of Investments Firms (“IFD”) entered into force. The IFR and IFD introduced new prudential requirements for investment firms, classifying them into different categories depending on the Company’s balance-sheet size and types of activity.
We have filed a registration statement under the Securities Act registering 26,000,000 shares of our Class A Common Stock reserved for issuance under our Amended and Restated 2015 Management Incentive Plan, 7,614,260 of which are issuable, and we entered into the Registration Rights Agreement (as defined below) pursuant to which we granted demand and piggyback registration rights to the Founder Post-IPO Member, Temasek, another former stockholder, and piggyback registration rights to certain of the other Virtu Post-IPO Members.
We have filed a registration statement under the Securities Act registering 26,000,000 shares of our Class A Common Stock reserved for issuance under our Amended and Restated 2015 Management Incentive Plan, 5,070,530 of which are issuable, and we entered into the Registration Rights Agreement (as defined below) pursuant to which we granted demand and piggyback registration rights to the Founder Post-IPO Member, Temasek, another former stockholder, and piggyback registration rights to certain of the other Virtu Post-IPO Members.
Risks Related to Our Organization and Structure We are a holding company and our principal asset is our 59.7% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses.
Risks Related to Our Organization and Structure We are a holding company and our principal asset is our 57.8% of equity interest in Virtu Financial, and we are accordingly dependent upon distributions from Virtu Financial to pay dividends, if any, taxes and other expenses.
Regulatory bodies that exercise or may exercise authority over us include, without limitation, in the U.S., the SEC, FINRA, the Chicago Mercantile Exchange, the Intercontinental Exchange, the CFTC, the NFA Exchanges and the various state securities regulators; in the European Union, the European Securities and Markets Authority (“ESMA”); in Ireland, the CBI; in Switzerland, the Swiss Financial Market Supervisory Authority; in France, the Autorité des Marchés Financiers (“AMF”); in the United Kingdom, the FCA; in Hong Kong, the SFC; in Australia, the ASIC; in Canada, the IIROC and various Canadian provincial securities commissions; in Singapore, the MAS and the Singapore Exchange; and in Japan, the Financial Services Agency and the Japan Securities Dealers Association.
Regulatory bodies that exercise or may exercise authority over us include, without limitation, in the U.S., the SEC, FINRA, the Chicago Mercantile Exchange, the Intercontinental Exchange, the CFTC, the NFA Exchanges and the various state securities regulators; in the European Union, ESMA; in Ireland, the CBI; in Switzerland, the Swiss Financial Market Supervisory Authority; in France, the Autorité des Marchés Financiers (“AMF”); in the United Kingdom, the FCA; in Hong Kong, the SFC; in Australia, the ASIC; in Canada, the CIRO and various Canadian provincial securities commissions; in Singapore, the MAS; in India, the Securities and Exchange Board of India; and in Japan, the Financial Services Agency and the Japan Securities Dealers Association.
Though our revenues are diversified across exchanges and other trading venues, asset classes and geographies, the loss of access to or reduction in opportunities to transact with one or more significant clients or counterparties, exchanges or other trading venues for any reason could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Risk Factors—Legal and Regulatory Risks.” Though our revenues are diversified across exchanges and other trading venues, asset classes and geographies, the loss of access to or reduction in opportunities to transact with one or more significant clients or counterparties, exchanges or other trading venues for any reason could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The holders of these 76,151,639 shares of our Class A Common Stock, including shares issuable upon exchange, conversion or vesting as described above, are entitled to dispose of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption from registration under the Securities Act.
The holders of these 79,008,091 shares of our Class A Common Stock, including shares issuable upon exchange, conversion or vesting as described above, are entitled to dispose of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption from registration under the Securities Act.
While our participation in this asset class has been limited thus far, changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business or may significantly impact or limit our ability to increase our participation.
While our participation in this asset class has been limited thus far, changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business or may significantly impact or limit our ability to increase our participation or could otherwise expose us to potential liability or losses.
Furthermore, we may have little or no oversight with respect to security measures employed by third-party service providers, which may ultimately prove to be ineffective at countering threats and therefore could result in adverse impacts to our business, operations, or confidential information, depending upon our relationship with and exposure to a given services provider and the nature of the services provided.
Furthermore, security measures employed by third-party service providers may ultimately prove to be ineffective at countering threats and therefore could result in adverse impacts to our business, operations, or confidential information, depending upon our relationship with and exposure to a given services provider and the nature of the services provided.
Our performance is substantially dependent on the performance of our senior management, including Douglas Cifu, our Chief Executive Officer, Joseph Molluso, our Co-President and Co-Chief Operating Officer, Brett Fairclough, our Co-President and Co-Chief Operating Officer, Sean Galvin, our Chief Financial Officer and Stephen Cavoli, our Executive Vice President, Markets.
Our performance is substantially dependent on the performance of our senior management, including Douglas Cifu, our Chief Executive Officer, Joseph Molluso, our Co-President and Co-Chief Operating Officer, Brett Fairclough, our Co-President and Co-Chief Operating Officer, Sean Galvin, our Chief Financial Officer and Stephen Cavoli, our Executive Vice President, Global Head of Execution Services.
The occurrence of unforeseen or catastrophic events, including the emergence of a pandemic, such as the Ebola or Zika viruses, COVID-19, or other widespread health emergency (or concerns over the possibility of such an emergency), terrorist attacks, extreme terrestrial or solar weather events or other natural disasters, could create economic and financial 28 disruptions, and could lead to operational difficulties (including travel limitations) that could impair our ability to manage our businesses.
The occurrence of unforeseen or catastrophic events, including the emergence of a pandemic, such as COVID-19 or other widespread health emergency (or concerns over the possibility of such an emergency), vandalism, terrorist attacks, geopolitical and/or global conflict, war, extreme terrestrial or solar weather events or other natural disasters, could create economic and financial disruptions, and could lead to operational difficulties (including travel limitations) that could impair our ability to manage our businesses.
Further, because cryptocurrency is a new and emerging asset class with unique electronic exposure, there is a high degree of fraud, theft, cyberattacks and other forms of risk in the cryptocurrency space, and legal, regulatory and market standards around market conduct, transparency, custody, segregation of client assets, clearing and settlement are all evolving or unsettled, which can increase risks for us and other market participants.
Further, because cryptocurrency, along with other digital assets, is a new and emerging asset class with unique electronic exposure, there is a high degree of fraud, theft, cyberattacks and other forms of risk in the cryptocurrency space, and legal, regulatory and market standards around market conduct, transparency, custody, segregation of client assets, clearing and settlement for these assets, including when traded in spot, ETP/ETF, or other form, are all evolving or unsettled, which can increase risks for us and other market participants.
As these rules are implemented and in certain cases impose more stringent capital and liquidity requirements, certain of our lenders may revise the terms of our borrowing facilities or margin financing arrangements, reduce the amount of financing they provide, or cease providing us financing, each of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 30 Pending, proposed and other potential changes in laws and rules may adversely impact our business.
As these rules are implemented and in certain cases impose more stringent capital and liquidity 29 requirements, certain of our lenders may revise the terms of our borrowing facilities or margin financing arrangements, reduce the amount of financing they provide, or cease providing us financing, each of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
This and other potential legal and regulatory changes are discussed in further detail in “Item 1A. Risk Factors—Legal and Regulatory Risks.
This and other potential legal and regulatory changes are discussed in further detail in “Item 1A.
We may operate as either a principal or agent in these transactions. As a result, a default by one of our counterparties prior to the settlement of their obligation could materially impact our liquidity and have a material adverse effect on our financial condition and results of operations. In addition, we are exposed to operational risk.
As a result, a default by one of our counterparties prior to the settlement of their obligation could materially impact our liquidity and have a material adverse effect on our financial condition and results of operations. In addition, we are exposed to operational risk.
We are a holding company and our principal asset is our direct and indirect ownership of 59.7% of the Virtu Financial Units as of December 31, 2022. We have no independent means of generating revenue.
We are a holding company and our principal asset is our direct and indirect ownership of 57.8% of the Virtu Financial Units as of December 31, 2023. We have no independent means of generating revenue.
If we are prevented from using any of our current trading operations, or if our business continuity operations do not work effectively, we may not have complete business continuity, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are prevented from using any of our current trading operations, or if our business continuity operations do not work effectively, we may not have complete business continuity, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 40 ITEM 1B. UNRESOLVED STAFF COMMENTS None. 41
At times, a limited number of clients could account for a significant portion of our order flow, revenues and profitability, and we expect a large portion of the future demand for, and profitability from, our trade execution services to remain concentrated within a limited number of clients.
During a given period, a limited number of clients may account for a significant portion of our order flow, revenues and profitability, and we expect a large portion of the future demand for, and profitability from, our trade execution services to remain concentrated within a limited number of clients.
The remaining balance of 76,151,639 shares of Class A Common Stock outstanding as of December 31, 2022 (including shares issuable upon exchange and/or conversion, or vesting) are “restricted securities,” as that term is defined under Rule 144 of the Securities Act.
The remaining balance of 79,008,091 shares of Class A Common Stock outstanding as of December 31, 2023 (including shares issuable upon exchange and/or conversion, or vesting) are “restricted securities,” as that term is defined under Rule 144 of the Securities Act.
Also, certain of our non-guarantor subsidiaries are party to various short-term credit facilities with various prime brokers and other financial institutions in an aggregate amount of $591.0 million under which we had $212.9 million in borrowings outstanding at December 31, 2022.
Also, certain of our non-guarantor subsidiaries are party to various short-term credit facilities with various prime brokers and other financial institutions in an aggregate amount of $599.2 million under which we had $175.3 million in borrowings outstanding at December 31, 2023.
In our role as a market maker, we attempt to derive a profit from bid/ask spreads. However, competitive forces often require us to match or improve upon the quotes that other market makers display, thereby narrowing bid/ask spreads, and to hold long or short positions in securities, futures or other financial instruments.
However, competitive forces often require us to match or improve upon the quotes that other market makers display, thereby narrowing bid/ask spreads, and to hold long or short positions in securities, futures or other financial instruments.
Of these shares, 95,549,464 shares sold in the IPO and the Secondary Offerings are freely tradable without further restriction under the Securities Act.
Of these shares, 83,725,007 shares sold in the IPO and the Secondary Offerings are freely tradable without further restriction under the Securities Act.
If our business activities decrease or we are unable to borrow additional funds in the future on terms that are acceptable to us, or at all, we could suffer a material adverse effect on our business, financial condition, results of operations and cash flows.
If our business activities decrease or we are unable to borrow additional funds in the future on terms that are acceptable to us, or at all, we could suffer a material adverse effect on our business, financial condition, results of operations and cash flows. 21 Self‑clearing and other elements of our trade processing operations expose us to significant operational, financial and liquidity risks.
Furthermore, we may from time to time develop large position concentrations in securities or other financial instruments of a single issuer or issuers engaged in a specific industry, or alternatively a single future or other financial instrument, which would result in the risk of higher trading losses than if our concentration were lower.
Furthermore, we may from time to time develop large position concentrations in securities or other financial instruments of a single issuer or issuers engaged in a specific industry, or alternatively a single future or other financial instrument, which would result in the risk of higher trading losses than if our concentration were lower. 19 These risks may limit or restrict, for example, our ability to either resell securities we have purchased or to repurchase securities we have sold.
An adverse resolution of any current or future lawsuits or claims against us could result in a negative perception of our Company and cause the market price of our common stock to decline or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.
An adverse resolution of any current or future lawsuits or claims against us could result in a negative perception of our Company and cause the market price of our common stock to decline or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. 31 Proposed legislation in the European Union, the U.S. and other jurisdictions that would impose taxes on certain financial transactions could have a material adverse effect on our business and financial results.
Our business consists of providing consistent two‑sided liquidity to market participants across numerous geographies and asset classes.
Our business consists of providing consistent two‑sided liquidity to market participants across numerous geographies and asset classes as well as providing trade execution and related services to clients.
Flaws in our strategies, order management system, risk management processes, latencies or inaccuracies in the market data that we use to generate our quotes, or human error in managing risk parameters or other strategy inputs, may lead to unexpected and unprofitable trades, which may result in material trading losses and could have a material adverse effect on our business, financial condition, results of operations and cash flows. 19 A significant portion of our revenues are derived from our trading as principal in our role as a formal or registered market maker and liquidity provider on various exchanges and markets, as well as direct to customer market making.
Flaws in our strategies, order management system, risk management processes, latencies or inaccuracies in the market data that we use to generate our quotes, or human error in managing risk parameters or other strategy inputs, may lead to unexpected and unprofitable trades, which may result in material trading losses and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Accordingly, holders of our Class A Common Stock do not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq rules and corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.
Accordingly, holders of our Class A Common Stock do not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq rules and corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced. 35 We are required to pay the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders for certain tax benefits we may claim, and the amounts we may pay could be significant.
Any disruption for any reason in the proper functioning or any corruption of our software or erroneous or corrupted data may cause us to make erroneous trades or suspend our services and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any disruption for any reason in the proper functioning or any corruption of our software or erroneous or corrupted data may cause us to make erroneous trades or suspend our services and could have a material adverse effect on our business, financial condition, results of operations and cash flows. 24 Although our systems and infrastructure are generally designed to accommodate additional growth without redesign or replacement, we may need to make significant investments in additional hardware and software to accommodate growth.
For example, if the price of the cryptocurrencies we hold in inventory drops below the price we paid to acquire this inventory, we could incur a loss. Moreover, if our systems fail at managing our inventory or customer orders, we could be left with excess inventory that increases our exposure to the volatility of the price of cryptocurrencies.
Moreover, if our systems fail at managing our inventory or customer orders, we could be left with excess inventory that increases our exposure to the volatility of the price of cryptocurrencies.
The U.K. subsidiary, VIUK, is an investment firm authorized and regulated by the FCA with permission to operate a U.K. MTF. Poor future relations between the U.K. and E.U., however, could adversely affect European or worldwide political, fiscal, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
Poor future relations between the U.K. and E.U., however, could adversely affect European or worldwide political, fiscal, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets.
More recently, in late 2018 and 2019 U.S. legislators, including U.S. Senators Kirsten Gillibrand and Brian Schatz, have announced proposals or plans that include a financial transaction fee. President Biden's win in the 2020 U.S. Presidential election and the Democratic majority in the Senate may lead to additional proposals or plans.
More recently, in late 2018 and 2019 U.S. legislators, including U.S. Senators Kirsten Gillibrand and Brian Schatz, have announced proposals or plans that include a financial transaction fee.
Our future success depends, in part, upon our continued ability to identify, attract, hire and retain highly qualified personnel, including skilled technical, management, product and technology, trading, sales and marketing personnel, all of whom are in high demand and are often subject to competing offers.
We cannot guarantee that these or other permitted outside activities will not impact his performance as Chief Executive Officer. 27 Our future success depends, in part, upon our continued ability to identify, attract, hire and retain highly qualified personnel, including skilled technical, management, product and technology, trading, sales and marketing personnel, all of whom are in high demand and are often subject to competing offers.
Under the Third Amended and Restated Limited Liability Company Agreement of Virtu Financial (as amended, the “Amended and Restated Virtu Financial LLC Agreement”), Virtu Financial from time to time makes distributions in cash to its 34 equity holders, including the Founder Post‑IPO Member, the trust that holds equity interests in Virtu Financial on behalf of certain employees of ours based outside the United States, which we refer to as the “Employee Trust”, Virtu Employee Holdco and us, in amounts sufficient to cover the taxes on their allocable share of the taxable income of Virtu Financial.
To the extent that we need funds and Virtu Financial is restricted from making such distributions to us, under applicable law or regulation, as a result of covenants in our Credit Agreement, we may not be able to obtain such funds on terms acceptable to us or at all and as a result could suffer a material adverse effect on our liquidity and financial condition. 33 Under the Third Amended and Restated Limited Liability Company Agreement of Virtu Financial (as amended, the “Amended and Restated Virtu Financial LLC Agreement”), Virtu Financial from time to time makes distributions in cash to its equity holders, including the Founder Post‑IPO Member, the trust that holds equity interests in Virtu Financial on behalf of certain employees of ours based outside the United States, which we refer to as the “Employee Trust”, Virtu Employee Holdco and us, in amounts sufficient to cover the taxes on their allocable share of the taxable income of Virtu Financial.
As of December 31, 2022, we had an aggregate of $1,826.7 million outstanding indebtedness under our long-term borrowings, which includes to $1.8 billion of debt incurred in connection with a refinancing transaction entered into on January 13, 2022 which is discussed in further detail in Note 9 "Borrowings" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
In 2022, we incurred $1.8 billion of term loan under the Credit Agreement (as defined below) in connection with a refinancing transaction entered into on January 13, 2022 which is discussed in further detail in Note 8 “Borrowings” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
As of December 31, 2022, we had 98,549,464 shares of Class A Common Stock outstanding and 4,029,833 shares of Class A Common Stock issuable pursuant to the Amended and Restated 2015 Management Incentive Plan (as defined below) upon the vesting of granted but unvested restricted stock units, excluding 7,614,260 shares of Class A Common Stock issuable pursuant to the Amended and Restated 2015 Management Incentive Plan but not yet granted, and 69,121,806 shares of Class A Common Stock issuable upon potential exchanges and/or conversions.
As of December 31, 2023, we had 89,092,686 shares of Class A Common Stock outstanding and 4,940,674 shares of Class A Common Stock issuable pursuant to the Amended and Restated 2015 Management Incentive Plan (as defined below) upon the vesting of granted but unvested restricted stock units, excluding 5,070,530 shares of Class A Common Stock issuable pursuant to the Amended and Restated 2015 Management Incentive Plan but not yet granted, and 68,699,738 shares of Class A Common Stock issuable upon potential exchanges and/or conversions.
As a result, in such circumstances we could make payments to the Virtu Post‑IPO Members and the Investor Post‑IPO Stockholders under the tax receivable agreements that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity. 37 In addition, the tax receivable agreements provide that, upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, our or our successor’s obligations with respect to tax benefits would be based on certain assumptions, including that we or our successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the tax receivable agreements.
In addition, the tax receivable agreements provide that, upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, our or our successor’s obligations with respect to tax benefits would be based on certain assumptions, including that we or our successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the tax receivable agreements.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our headquarters are located in leased office space at 1633 Broadway, New York, NY 10019. We also lease space for our offices in the U.S., Canada, Europe, Asia and Australia. We believe that our existing facilities are adequate to meet our current requirements.
Biggest changeITEM 2. PROPERTIES Our headquarters are located in leased office space at 1633 Broadway, New York, NY 10019. We also lease space for our offices in the U.S., Canada, Europe, and Asia-Pacific, and services in all segments are performed in each of these locations. We believe that our existing facilities are adequate to meet our current requirements.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this item is set forth in the “Legal Proceedings” section in Note 15 "Commitments, Contingencies and Guarantees" to the Company’s Consolidated Financial Statements included in Part II Item 8 “Financial Statements and Supplementary Data”, which is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. 43 PART II 44
Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this item is set forth in the “Legal Proceedings” section in Note 14 “Commitments, Contingencies and Guarantees” to the Company’s Consolidated Financial Statements included in Part II Item 8 “Financial Statements and Supplementary Data”, which is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. 43 PART II 44

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 43 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 45 I TEM 6. RESERVED 48 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 74
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 43 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 45 I TEM 6. RESERVED 48 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 75 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRepurchases may also be made under Rule 10b5-1 plans. The timing and amount of repurchase 46 transactions will be determined by the Company's management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice.
Biggest changeThe Company may repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means. Repurchases may also be made 46 under Rule 10b5-1 plans. The timing and amount of repurchase transactions will be determined by the Company's management based on its evaluation of market conditions, share price, legal requirements and other factors.
Dividend and Capital Return Policy Our Board of Directors has adopted a policy of returning excess cash to our stockholders. The Board of Directors declared and we paid quarterly cash dividends of $0.24 during the years ended December 31, 2022, 2021 and 2020.
Dividend and Capital Return Policy Our Board of Directors has adopted a policy of returning excess cash to our stockholders. The Board of Directors declared and we paid quarterly cash dividends of $0.24 during the years ended December 31, 2023, 2022 and 2021.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Class A Common Stock trade on Nasdaq under the ticker symbol “VIRT”. There is no established public trading market for Class B Common Stock, Class C Common Stock or Class D Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Class A Common Stock trade on Nasdaq under the ticker symbol “VIRT.” There is no established public trading market for Class B Common Stock, Class C Common Stock or Class D Common Stock.
The Company has approximately $320.4 million of remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
The Company has approximately $110.4 million of remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
Our stock price performance shown in the graph below is not indicative of future stock price performance. The stock performance graph below compares the performance of an investment in our Class A Common Stock, from December 31, 2017 through December 31, 2022, with the S&P 500 Index and the NYSE ARCA Securities Broker/Dealer Index.
Our stock price performance shown in the graph below is not indicative of future stock price performance. The stock performance graph below compares the performance of an investment in our Class A Common Stock, from December 31, 2018 through December 31, 2023, with the S&P 500 Index and the NYSE ARCA Securities Broker/Dealer Index.
Holders Based on information made available to us by the transfer agent, as of February 13, 2023, there are thirty-three stockholders of record of our Class A Common Stock, one of which was Cede & Co., a nominee for The Depository Trust Company, zero stockholders of record of our Class B Common Stock, six stockholders of record of our Class C Common Stock and one stockholder of record of our Class D Common Stock.
Holders Based on information made available to us by the transfer agent, as of February 8, 2024, there are thirty-five stockholders of record of our Class A Common Stock, one of which was Cede & Co., a nominee for The Depository Trust Company, zero stockholders of record of our Class B Common Stock, six stockholders of record of our Class C Common Stock and one stockholder of record of our Class D Common Stock.
Equity Compensation Plan Information The following table provides information about shares of common stock available for future awards under all of the Company’s equity compensation plans as of December 31, 2022: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) Equity compensation plans approved by security holders Amended and Restated 2015 Management Incentive Plan 1,521,776 $ 19.00 7,614,260 Equity compensation plans not approved by security holders None Total 1,521,776 $ 19.00 7,614,260 47
Equity Compensation Plan Information The following table provides information about shares of common stock available for future awards under all of the Company’s equity compensation plans as of December 31, 2023: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) Equity compensation plans approved by security holders Amended and Restated 2015 Management Incentive Plan 1,511,776 $ 19.00 5,070,530 Equity compensation plans not approved by security holders None Total 1,511,776 $ 19.00 5,070,530 47 ITEM 6.
Stock Performance The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent we specifically incorporate it by reference into such filing.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Long-Term Borrowings.” Stock Performance The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent we specifically incorporate it by reference into such filing.
The terms of the Credit Agreement contain a number of covenants, including a restriction on our and our restricted subsidiaries’ ability to pay dividends on, or make distributions in respect of, our equity interests. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Long-Term Borrowings”.
The terms of the Credit Agreement contain a number of covenants, including a restriction on our and our restricted subsidiaries’ ability to pay dividends on, or make distributions in respect of, our equity interests. See “Item 7.
There are no assurances that any further repurchases will actually occur. From the inception of the program through December 31, 2022, the Company has repurchased approximately 32.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $899.6 million.
The program may be suspended, modified or discontinued at any time without prior notice. There are no assurances that any further repurchases will actually occur. From the inception of the program through December 31, 2023, the Company has repurchased approximately 43.6 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,109.6 million.
The following table contains information about the Company’s purchases of its Class A Common Stock and Class C Common Stock during the three months ended December 31, 2022: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2022 - October 31, 2022 Class A Common Stock / Virtu Financial Units repurchases 833,650 $ 21.66 802,695 $ 348,251,323 November 1, 2022 - November 30, 2022 Class A Common Stock / Virtu Financial Units repurchases 637,671 22.41 635,349 334,016,541 December 1, 2022 - December 31, 2022 Class A Common Stock / Virtu Financial Units repurchases 649,873 21.12 646,270 320,369,079 Total Common Stock / Virtu Financial Unit repurchases 2,121,194 $ 21.72 2,084,314 $ 320,369,079 (1) Includes the repurchase of 36,880 shares from employees in order to satisfy statutory tax withholding requirements upon the net settlement of equity awards for the three months ended December 31, 2022 During the year ended December 31, 2022, pursuant to the Exchange Agreement, certain current and former employees elected to exchange 92,930 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one-for-one basis for shares of Class A Common Stock.
The following table contains information about the Company’s purchases of its Class A Common Stock and Class C Common Stock during the three months ended December 31, 2023: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2023 - October 31, 2023 Class A Common Stock / Virtu Financial Units repurchases 1,039,179 $ 18.01 1,008,207 $ 136,271,227 November 1, 2023 - November 30, 2023 Class A Common Stock / Virtu Financial Units repurchases 661,261 17.7 658,939 124,606,029 December 1, 2023 - December 31, 2023 Class A Common Stock / Virtu Financial Units repurchases 731,810 19.44 730,673 110,402,519 Total Common Stock / Virtu Financial Unit repurchases 2,432,250 $ 18.36 2,397,819 $ 110,402,519 (1) Includes the repurchase of 34,431 shares from employees in order to satisfy statutory tax withholding requirements upon the net settlement of equity awards for the three months ended December 31, 2023 During the year ended December 31, 2023, pursuant to the Exchange Agreement, certain current and former employees elected to exchange 186,394 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one-for-one basis for shares of Class A Common Stock.
Additionally, on November 3, 2021 the Company's Board of Directors authorized the expansion of the program by an additional $750 million to $1,220 million total and extending the duration of the program through November 3, 2023. The Company may repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means.
Additionally, on November 3, 2021 the Company's Board of Directors authorized the expansion of the program by an additional $750 million to $1,220 million total and extending the duration of the program through November 3, 2023, which was subsequently extended through December 31, 2024.
Index 12/29/2017 6/29/2018 12/31/2018 6/28/2019 12/31/2019 6/30/2020 12/31/2020 6/30/2021 12/31/2021 06/30/2022 12/30/2022 Virtu Financial Inc. 100.00 147.40 145.96 125.92 95.07 143.63 156.31 168.52 179.04 142.31 126.75 S&P 500 100.00 101.67 93.76 110.03 120.84 115.96 140.49 160.74 178.27 141.58 143.61 NYSE Arca Securities Broker/Dealer 100.00 102.71 89.48 100.73 109.48 102.50 142.36 176.87 183.55 143.75 169.33 Stock and Common Units Repurchases Pursuant to the exchange agreement (the “Exchange Agreement”) entered into on April 15, 2015 by and among the Company, Virtu Financial and holders of Virtu Financial Units, Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) may be exchanged at any time for shares of our Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
Index 12/31/2018 6/28/2019 12/31/2019 6/30/2020 12/31/2020 6/30/2021 12/31/2021 6/30/2022 12/30/2022 06/30/2023 12/29/2023 Virtu Financial Inc. 100.00 86.27 65.14 98.41 107.10 115.46 122.67 97.50 86.84 70.84 86.20 S&P 500 100.00 117.35 128.88 123.67 149.83 171.43 190.13 151.00 153.16 177.53 190.27 NYSE Arca Securities Broker/Dealer 100.00 112.57 122.35 114.54 159.09 197.66 205.13 160.65 189.23 198.74 234.81 Stock and Common Units Repurchases Pursuant to the exchange agreement (the “Exchange Agreement”) entered into on April 15, 2015 by and among the Company, Virtu Financial and holders of Virtu Financial Units, Virtu Financial Units (along with the corresponding shares of our Class C Common Stock or Class D Common Stock, as applicable) may be exchanged at any time for shares of our Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Assumed Awards are subject to the same terms and conditions that were applicable to them under the Amended and Restated ITG 2007 Equity Plan, except that (i) the Assumed Awards relate to shares of the Company’s Class A Common Stock, (ii) the number of shares of Class A Common Stock subject to the Assumed Awards was the result of an adjustment based upon an Exchange Ratio (as defined in the Agreement and Plan of Merger by and between the Company, Impala Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company, and ITG, dated as of November 6, 2018, the “ITG Merger Agreement”) and (iii) the performance share unit awards were converted into service-based vesting restricted stock unit awards that were no longer subject to any performance based vesting conditions. 53 Components of Our Results of Operations The following table shows our i) Total revenue, ii) Total operating expenses, and iii) Income before income taxes and noncontrolling interest by segment for the years ended December 31, 2022, 2021, and 2020: (in thousands) Years Ended December 31, Market Making 2022 2021 2020 Total revenue $ 1,812,839 $ 2,203,046 $ 2,593,342 Total operating expenses 1,332,280 1,277,078 1,352,029 Income before income taxes and noncontrolling interest 480,559 925,968 1,241,313 Execution Services Total revenue 514,241 600,215 650,143 Total operating expenses 472,899 530,196 475,526 Income before income taxes and noncontrolling interest 41,342 70,019 174,617 Corporate Total revenue 37,732 8,224 (4,154) Total operating expenses 2,835 7,307 28,939 Income before income taxes and noncontrolling interest 34,897 917 (33,093) Consolidated Total revenue 2,364,812 2,811,485 3,239,331 Total operating expenses 1,808,014 1,814,581 1,856,494 Income before income taxes and noncontrolling interest $ 556,798 $ 996,904 $ 1,382,837 The following table shows our results of operations for the years ended December 31, 2022, 2021, and 2020: Years Ended December 31, (in thousands) 2022 2021 2020 Revenues: Trading income, net $ 1,628,898 $ 2,105,194 $ 2,493,248 Interest and dividends income 159,120 75,384 62,119 Commissions, net and technology services 529,845 614,489 600,510 Other, net 46,949 16,418 83,454 Total revenue 2,364,812 2,811,485 3,239,331 Operating Expenses: Brokerage, exchange, clearance fees and payments for order flow, net 619,168 745,434 758,843 Communication and data processing 219,505 211,988 213,750 Employee compensation and payroll taxes 390,947 376,282 393,536 Interest and dividends expense 231,060 139,704 125,649 Operations and administrative 86,069 88,149 94,558 Depreciation and amortization 66,377 67,816 66,741 Amortization of purchased intangibles and acquired capitalized software 64,837 69,668 74,254 Termination of office leases 6,982 28,138 9,608 Debt issue cost related to debt refinancing, prepayment and commitment fees 29,910 6,590 28,879 Transaction advisory fees and expenses 1,124 843 2,941 Financing interest expense on long-term borrowings 92,035 79,969 87,735 Total operating expenses 1,808,014 1,814,581 1,856,494 Income before income taxes and noncontrolling interest 556,798 996,904 1,382,837 Provision for income taxes 88,466 169,670 261,924 Net income $ 468,332 $ 827,234 $ 1,120,913 54 Total Revenues Revenues are generated through market marking activities, commissions and fees on execution services activities, which include recurring subscriptions on workflow technology and analytic products.
Biggest changeThe Assumed Awards are subject to the same terms and conditions that were applicable to them under the Amended and Restated ITG 2007 Equity Plan, except that (i) the Assumed Awards relate to shares of the Company’s Class A Common Stock, (ii) the number of shares of Class A Common Stock subject to the Assumed Awards was the result of an adjustment based upon an Exchange Ratio (as defined in the Agreement and Plan of Merger by and between the Company, Impala Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company, and ITG, dated as of November 6, 2018, the “ITG Merger Agreement”) and (iii) the performance share unit awards were converted into service-based vesting restricted stock unit awards that were no longer subject to any performance based vesting conditions. 53 Components of Our Results of Operations The following table shows our i) Total revenue, ii) Total operating expenses, and iii) Income before income taxes and noncontrolling interest by segment for the years ended December 31, 2023, 2022, and 2021: (in thousands) Years Ended December 31, Market Making 2023 2022 2021 Total revenue $ 1,843,523 $ 1,812,839 $ 2,203,046 Total operating expenses 1,527,921 1,332,280 1,277,078 Income before income taxes and noncontrolling interest 315,602 480,559 925,968 Execution Services Total revenue 446,542 514,241 600,215 Total operating expenses 436,102 472,899 530,196 Income before income taxes and noncontrolling interest 10,440 41,342 70,019 Corporate Total revenue 3,308 37,732 8,224 Total operating expenses 4,219 2,835 7,307 Income before income taxes and noncontrolling interest (911) 34,897 917 Consolidated Total revenue 2,293,373 2,364,812 2,811,485 Total operating expenses 1,968,242 1,808,014 1,814,581 Income before income taxes and noncontrolling interest $ 325,131 $ 556,798 $ 996,904 The following table shows our results of operations for the years ended December 31, 2023, 2022, and 2021: 54 Years Ended December 31, (in thousands) 2023 2022 2021 Revenues: Trading income, net $ 1,301,344 $ 1,628,898 $ 2,105,194 Interest and dividends income 462,566 159,120 75,384 Commissions, net and technology services 455,598 529,845 614,489 Other, net 73,865 46,949 16,418 Total revenue 2,293,373 2,364,812 2,811,485 Operating Expenses: Brokerage, exchange, clearance fees and payments for order flow, net 508,358 619,168 745,434 Communication and data processing 230,760 219,505 211,988 Employee compensation and payroll taxes 394,039 390,947 376,282 Interest and dividends expense 500,467 231,060 139,704 Operations and administrative 98,972 86,069 88,149 Depreciation and amortization 63,306 66,377 67,816 Amortization of purchased intangibles and acquired capitalized software 63,960 64,837 69,668 Termination of office leases 455 6,982 28,138 Debt issue cost related to debt refinancing, prepayment and commitment fees 8,317 29,910 6,590 Transaction advisory fees and expenses 314 1,124 843 Financing interest expense on long-term borrowings 99,294 92,035 79,969 Total operating expenses 1,968,242 1,808,014 1,814,581 Income before income taxes and noncontrolling interest 325,131 556,798 996,904 Provision for income taxes 61,210 88,466 169,670 Net income $ 263,921 $ 468,332 $ 827,234 Selected Operating Margins GAAP Net income Margin (1) 11.5 % 19.8 % 29.4 % (1) Calculated by dividing Net income by Total revenue. 55 Net income available to stockholders and basic and diluted earnings per share are presented below: Years Ended December 31, (in thousands, except for share or per share data) 2023 2022 2021 Net income $ 263,921 $ 468,332 $ 827,234 Noncontrolling interest (121,885) (203,306) (350,356) Net income available for common stockholders $ 142,036 $ 265,026 $ 476,878 Earnings per share Basic $ 1.42 $ 2.45 $ 3.95 Diluted $ 1.42 $ 2.44 $ 3.91 Weighted average common shares outstanding Basic 94,076,165 103,997,767 117,339,539 Diluted 94,076,165 104,422,443 118,423,928 Total Revenues Revenues are generated through market marking activities, commissions and fees on execution services activities, which include recurring subscriptions on workflow technology and analytic products.
In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity shall assess relevant events and circumstances, including the following: general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates or other developments in equity and credit markets; industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute 72 terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development; cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation.
In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an entity shall assess relevant events and circumstances, including the following: general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates or other developments in equity and credit markets; industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute 73 terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development; cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation.
We incur interest expense from loaning certain equity securities in the general course of our market making activities pursuant to collateralized lending transactions. Typically, dividend expense is incurred when a dividend is paid on securities sold short. Operations and administrative. Operations and administrative expense represents occupancy, recruiting, travel and related expense, professional fees and other expenses. Depreciation and amortization.
We incur interest expense from loaning certain equity securities in the general course of our market making activities pursuant to collateralized lending transactions. Typically, dividends expense is incurred when a dividend is paid on securities sold short. Operations and administrative. Operations and administrative expense represents occupancy, recruiting, travel and related expense, professional fees and other expenses. Depreciation and amortization.
These assets are amortized over their useful lives, ranging from 1 to 15 years, except for certain assets which were categorized as having indefinite useful lives. Termination of office leases. Termination of office leases represents the write-off expense related to certain office space we ceased use of as part of the effort to integrate and consolidate office space.
These assets are amortized over their useful lives, ranging from 1 to 15 years, except for certain assets which were categorized as having indefinite useful lives. 57 Termination of office leases. Termination of office leases represents the write-off expense related to certain office space we ceased use of as part of the effort to integrate and consolidate office space.
Some of these limitations are: they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; 58 our EBITDA-based measures do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and our EBITDA-based measures do not reflect any cash requirement for such replacements or improvements; they are not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows; they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and they do not reflect limitations on our costs related to transferring earnings from our subsidiaries to us.
Some of these limitations are: they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; our EBITDA-based measures do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; 59 although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and our EBITDA-based measures do not reflect any cash requirement for such replacements or improvements; they are not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows; they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and they do not reflect limitations on our costs related to transferring earnings from our subsidiaries to us.
Financing interest expense reflects interest accrued on outstanding indebtedness under our long-term borrowing arrangements. 56 Provision for income taxes We are subject to U.S. federal, state and local income tax at the rate applicable to corporations less the rate attributable to the noncontrolling interest in Virtu Financial.
Financing interest expense reflects interest accrued on outstanding indebtedness under our long-term borrowing arrangements. Provision for income taxes We are subject to U.S. federal, state and local income tax at the rate applicable to corporations less the rate attributable to the noncontrolling interest in Virtu Financial.
Pursuant to the Warrant, the Founder Member was entitled to purchase up to 3,000,000 shares of Class A Common Stock on or after May 22, 2020 and up to and including January 15, 2022 at a price of $22.98. The Warrant was exercised on December 17, 2021 for the full 3,000,000 shares of the Company's Class A Common Stock.
Pursuant to the Warrant, the Founder Member was entitled to purchase up to 3,000,000 shares of Class A Common Stock on or after May 22, 2020 and up to and including January 15, 2022 at a price of $22.98. The Warrant was exercised on December 17, 2021 for 3,000,000 shares of the Company's Class A Common Stock.
We actively manage our liquidity, and we maintain significant borrowing facilities through the securities lending markets and with banks and prime brokers. We have continually received the benefit of uncommitted margin financing from our prime brokers globally. These margin facilities are secured by securities in accounts held at the prime brokers.
We actively manage our liquidity, and we 65 maintain significant borrowing facilities through the securities lending markets and with banks and prime brokers. We have continually received the benefit of uncommitted margin financing from our prime brokers globally. These margin facilities are secured by securities in accounts held at the prime brokers.
The Acquisition Credit Agreement provided (i) a senior secured first lien term loan (together with the Acquisition Incremental Term Loans, as defined below; the "Acquisition First Lien Term Loan Facility") in an aggregate principal amount of $1,500.0 million, drawn in its entirety on the ITG Closing Date, of which approximately $404.5 million was borrowed by VFH to repay all amounts outstanding under a previous term loan facility and the remaining approximately $1,095.0 million borrowed by the Acquisition Borrower to finance the consideration and fees and expenses paid in connection with the ITG Acquisition, and (ii) a $50.0 million senior secured first lien revolving facility to VFH (the "Acquisition First Lien Revolving Facility"), with a $5.0 million letter of credit subfacility and a $5.0 million swingline subfacility.
The Acquisition Credit Agreement provided (i) a senior secured first lien term loan (together with the Acquisition Incremental Term Loans, as defined below; the “Acquisition First Lien Term Loan Facility”) in an aggregate principal amount of $1,500.0 million, drawn in its entirety on the ITG Closing Date, of which approximately $404.5 million was borrowed by VFH to repay all amounts outstanding under a previous term loan facility and the remaining approximately $1,095.0 million borrowed by the Acquisition Borrower to finance the consideration and fees and expenses paid in connection with the ITG Acquisition, and (ii) a $50.0 million senior secured first lien revolving facility to VFH (the “Acquisition First Lien Revolving Facility”), with a $5.0 million letter of credit subfacility and a $5.0 million swingline subfacility.
Other, net can also include gains on sales of strategic investments and businesses, as well as revenues from service agreements related to the sale of businesses. 55 Operating Expenses Brokerage, exchange, clearance fees and payments for order flow, net.
Other, net can also include gains on sales of strategic investments and businesses, as well as revenues from service agreements related to the sale of businesses. Operating Expenses Brokerage, exchange, clearance fees and payments for order flow, net.
As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income. Commissions, net and technology services. Commissions, net and technology services revenues were primarily earned by our Execution Services segment.
As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income. 63 Commissions, net and technology services. Commissions, net and technology services revenues were primarily earned by our Execution Services segment.
Interest and Dividends Income/Interest and Dividends Expense Interest income and interest expense are accrued in accordance with contractual rates. Interest income consists of income earned on collateralized financing arrangements and on cash held by brokers. Interest expense includes interest expense from collateralized transactions, margin and related short-term lending facilities.
Interest and Dividends Income/Interest and Dividends Expense Interest income and interest expense are accrued in accordance with contractual rates. Interest income consists of income earned on collateralized financing arrangements and on cash held by brokers and banks. Interest expense includes interest expense from collateralized transactions, margin and related short-term lending facilities.
Additionally, certain applicable rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and 65 requiring prior notice to and/or approval from the SEC and FINRA for certain capital withdrawals.
Additionally, certain applicable rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to and/or approval from the SEC and FINRA for certain capital withdrawals.
The amendments included certain changes to collateral posting obligations and also had the effect of increasing the effective fixed interest payment obligations to rates of 4.5%, with respect to the earlier maturing swap arrangement, and 4.6% with respect to the later maturing swap arrangement.
The amendments included certain changes to collateral posting obligations and also had the effect of increasing the effective fixed 68 interest payment obligations to rates of 4.5%, with respect to the earlier maturing swap arrangement, and 4.6% with respect to the later maturing swap arrangement.
Our actual results may differ from these estimates under different assumptions or conditions. 69 Valuation of Financial Instruments Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, and receivables from brokers, dealers and clearing organizations are carried at fair value based on published market prices and are marked to market daily, or are assets which are short-term in nature and are reflected at amounts approximating fair value.
Our actual results may differ from these estimates under different assumptions or conditions. 70 Valuation of Financial Instruments Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, and receivables from brokers, dealers and clearing organizations are carried at fair value based on published market prices and are marked to market daily, or are assets which are short-term in nature and are reflected at amounts approximating fair value.
Tax Receivable Agreements Generally, we are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the Reorganization Transactions, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.
Tax Receivable Agreements Generally, we are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the IPO and certain reorganization transactions undertaken in connection therewith, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements.
On January 13, 2022 (the "Credit Agreement Closing Date"), VFH and Virtu Financial entered into a credit agreement, with the lenders party thereto, JPMorgan Chase Bank, N.A. as administrative agent and JPMorgan Chase bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, Barclays Bank plc, Jefferies Finance LLC, BMO Capital Markets Corp., and CIBC World Markets Corp., as joint lead arrangers and bookrunners (the “Credit Agreement”).
On January 13, 2022 (the “Credit Agreement Closing Date”), VFH and Virtu Financial entered into a credit agreement, with the lenders party thereto, JPMorgan Chase Bank, N.A. as administrative agent and JPMorgan Chase bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, Barclays Bank plc, Jefferies Finance LLC, BMO Capital Markets Corp., and CIBC World Markets Corp., as joint lead arrangers and bookrunners (the “Credit Agreement”).
We made our first payment of $7.0 million in February 2017, and subsequent payments of $12.4 million in September 2018, $13.3 million in March 2020, $16.5 million in April 2021, and $21.3 million in March 2022. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts.
We made our first payment of $7.0 million in February 2017, and subsequent payments of $12.4 million in September 2018, $13.3 million in March 2020, $16.5 million in April 2021, $21.3 million in March 2022, and $23.3 million in April 2023. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts.
Workflow technology revenues consist of order and trade execution management and order routing services we provide through our front-end workflow solutions and network capabilities. 70 We provide trade order routing from our execution management system (“EMS”) to our execution services offerings, with each trade order routed through the EMS representing a separate performance obligation that is satisfied at a point in time.
Workflow technology revenues consist of order and trade execution management and order routing services we provide through our front-end workflow solutions and network capabilities. 71 We provide trade order routing from our execution management system (“EMS”) to our execution services offerings, with each trade order routed through the EMS representing a separate performance obligation that is satisfied at a point in time.
Basis of Preparation Our Consolidated Financial Statements for the years ended December 31, 2022 and 2021 reflect our operations and those of our consolidated subsidiaries. 50 Overview We are a leading financial services firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to our clients.
Basis of Preparation Our Consolidated Financial Statements for the years ended December 31, 2023 and 2022 reflect our operations and those of our consolidated subsidiaries. 50 Overview We are a leading financial services firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to our clients.
Our presentation of Adjusted Net Trading Income should not be construed as an indication that our future results will be unaffected by revenues or expenses that are not directly associated with our core business activities. “EBITDA”, which measures our operating performance by adjusting net income to exclude Financing interest expense on long-term borrowings, Debt issue cost related to debt refinancing, prepayment, and commitment fees, Depreciation and amortization, Amortization of purchased intangibles and acquired capitalized software, and Income tax expense, and “Adjusted EBITDA”, which measures our operating performance by further adjusting EBITDA to exclude severance, transaction advisory fees and expenses, termination of office leases, charges related to share-based compensation and other expenses, which includes reserves for legal matters, COVID-19 one-time costs and donations and Other, net, which includes gains and losses from strategic investments and the sales of businesses. “Normalized Adjusted Net Income”, “Normalized Adjusted Net Income before income taxes”, “Normalized provision for income taxes”, and “Normalized Adjusted EPS”, which we calculate by adjusting Net Income to exclude certain items, and other non-cash items, assuming that all vested and unvested Virtu Financial Units have been exchanged for Class A Common Stock, and applying an effective tax rate, which was approximately 24%. Operating Margins, which are calculated by dividing net income, EBITDA, and Adjusted EBITDA by Adjusted Net Trading Income.
Our presentation of Adjusted Net Trading Income should not be construed as an indication that our future results will be unaffected by revenues or expenses that are not directly associated with our core business activities. “EBITDA”, which measures our operating performance by adjusting Net Income to exclude Financing interest expense on long-term borrowings, Debt issue cost related to debt refinancing, prepayment, and commitment fees, Depreciation and amortization, Amortization of purchased intangibles and acquired capitalized software, and Income tax expense, and “Adjusted EBITDA”, which measures our operating performance by further adjusting EBITDA to exclude severance, transaction advisory fees and expenses, termination of office leases, charges related to share-based compensation and other expenses, which includes reserves for legal matters, and Other, net, which includes gains and losses from strategic investments, the sales of businesses, and other income. “Normalized Adjusted Net Income”, “Normalized Adjusted Net Income before income taxes”, “Normalized provision for income taxes”, and “Normalized Adjusted EPS”, which we calculate by adjusting Net Income to exclude certain items, and other non-cash items, assuming that all vested and unvested Virtu Financial Units have been exchanged for Class A Common Stock, and applying an effective tax rate, which was approximately 24%. Operating Margins, which are calculated by dividing net income, EBITDA, and Adjusted EBITDA by Adjusted Net Trading Income.
See below a reconciliation of each of the Company's Non-GAAP Measures to the most directly comparable U.S. GAAP measure. The following table reconciles the Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins for the years ended December 31, 2022, 2021, and 2020.
See below a reconciliation of each of the Company's Non-GAAP Measures to the most directly comparable U.S. GAAP measure. The following table reconciles the Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins for the years ended December 31, 2023, 2022, and 2021.
By their nature, forward-looking statements involve known and unknown risks and uncertainties, including those described under the heading “Risk Factors” in this Annual Report on Form 10-K, because they relate to events and depend on circumstances that may or may not occur in the future.
By their nature, forward-looking statements involve known and unknown risks and uncertainties, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K because they relate to events and depend on circumstances that may or may not occur in the future.
This increase was primarily attributable to higher dividend expense with respect to securities sold, not yet purchased and higher interest expense incurred on cash collateral received driven by higher interest rates, as well as an increase in securities lending transactions for the period compared to the same period during the prior year.
This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by higher interest rates, as well as an increase in securities lending transactions and higher dividends expense with respect to securities sold, not yet purchased for the period compared to the same period during the prior year.
The term loan borrowings and revolver borrowings under the Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) an adjusted term SOFR rate with an interest period of one month plus 1.00% and (d)(1) in the case of term loan borrowings, 1.50% and (2) in the case of revolver borrowings, 1.00%, plus, (x) in the case of term loan borrowings, 2.00% and (y) in the case of revolver borrowings, 1.50% or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50% and (2) in the case of revolver borrowings, 0.00%, plus, (x) in the case of term loan borrowings, 3.00% and (y) in the case of revolver borrowings, 2.50%.
The term loan borrowings and revolver borrowings under the Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) an adjusted term Secured Overnight Financing Rate (“SOFR”) rate with an interest period of one month plus 1.00% and (d)(1) in the case of term loan borrowings, 1.50% and (2) in the case of revolver borrowings, 1.00%, plus, (x) in the case of term loan borrowings, 2.00% and (y) in the case of revolver borrowings, 1.50% or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50% and (2) in the case of revolver borrowings, 0.00%, plus, (x) in the case of term loan borrowings, 3.00% and (y) in the case of revolver borrowings, 2.50%.
We were in compliance with all applicable covenants under the Credit Agreement as of December 31, 2022. In October 2019, the Company entered into a five-year $525.0 million floating-to-fixed interest rate swap agreement. In January 2020, the Company entered into a five-year $1,000.0 million floating-to-fixed interest rate swap agreement.
We were in compliance with all applicable covenants under the Credit Agreement as of December 31, 2023. In October 2019, the Company entered into a five-year $525 million floating-to-fixed interest rate swap agreement. In January 2020, the Company entered into a five-year $1,000.0 million floating-to-fixed interest rate swap agreement.
We record as treasury stock shares repurchased from employees for the purpose of settling tax liabilities incurred upon the issuance of common stock, the vesting of RSUs or the exercise of stock options. 71 Income Taxes We conduct our business globally through a number of separate legal entities.
We record as treasury stock shares repurchased from employees for the purpose of settling tax liabilities incurred upon the issuance of common stock, the vesting of RSUs or the exercise of stock options. 72 Income Taxes We conduct our business globally through a number of separate legal entities.
Due to the relative immateriality of our financial instruments classified as level 3, we do not believe that a significant change to the inputs underlying the fair value of our level 3 financial instruments would have a material impact on our Consolidated Financial Statements See Note 10 "Financial Assets and Liabilities" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information about fair value measurements.
Due to the relative immateriality of our financial instruments classified as level 3, we do not believe that a significant change to the inputs underlying the fair value of our level 3 financial instruments would have a material impact on our Consolidated Financial Statements See Note 9 “Financial Assets and Liabilities” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information about fair value measurements.
In addition to periodic requirements to report their regulatory capital and submit other regulatory reports, VFIL and VIEL are required to obtain consent prior to receiving capital contributions or making capital distributions from their regulatory capital. Failure to comply with their regulatory capital requirements could result in regulatory sanction or revocation of their regulatory license.
In addition to periodic requirements to report their regulatory capital and submit other regulatory reports, VFIL and VETL are required to obtain consent prior to receiving capital contributions or making capital distributions from their regulatory capital. Failure to comply with their regulatory capital requirements could result in regulatory sanction or revocation of their regulatory license.
Our Canadian subsidiaries, Virtu Canada Corp (f/k/a Virtu ITG Canada Corp.) and Virtu Financial Canada ULC, are subject to regulatory capital requirements and periodic requirements to report their regulatory capital and submit other regulatory reports set forth by the Investment Industry Regulatory Organization of Canada.
Our Canadian subsidiaries, Virtu Canada Corp (f/k/a Virtu ITG Canada Corp.) and Virtu Financial Canada ULC, are subject to regulatory capital requirements and periodic requirements to report their regulatory capital and submit other regulatory reports set forth by the Canadian Investment Regulatory Organization.
If a firm fails to maintain the required regulatory capital, it may be subject to suspension or revocation of registration by the applicable regulatory agency, and suspension or expulsion by these regulators could ultimately lead to the firm’s liquidation.
If a firm fails to maintain the required regulatory capital, it may be subject to suspension or revocation of registration by the applicable regulatory agency, and suspension or expulsion by these regulators could ultimately lead to the Company’s liquidation.
This increase was primarily attributable to higher dividends earned on market making trading assets held over periods when dividends are paid, along with an increase in interest income earned on cash collateral posted as part of securities borrowed transactions, both of which benefited from higher interest rates for the period compared to the prior period.
This increase was primarily attributable to an increase in interest income earned on cash collateral posted as part of securities borrowed transactions, and higher dividends earned on market making trading assets held over periods when dividends are paid, both of which benefited from higher interest rates for the period compared to the prior period.
Broker Dealer Credit Facilities, Short-Term Bank Loans, and Prime Brokerage Credit Facilities We maintain various broker-dealer facilities and short-term credit facilities as part of our daily trading operations. See Note 9 "Borrowings" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for details on our various credit facilities.
Broker Dealer Credit Facilities, Short-Term Bank Loans, and Prime Brokerage Credit Facilities We maintain various broker-dealer facilities and short-term credit facilities as part of our daily trading operations. See Note 8 “Borrowings” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for details on our various credit facilities.
Subsequent to the IPO and through December 31, 2022, options to purchase 1,633,750 shares in the aggregate were forfeited and 6,072,474 options were exercised. The fair value of the stock option grants was determined through the application of the Black-Scholes-Merton model and was recognized on a straight-line basis over the vesting period.
Subsequent to the IPO and through December 31, 2023, options to purchase 1,643,750 shares in the aggregate were forfeited and 6,072,474 options were exercised. The fair value of the stock option grants was determined through the application of the Black-Scholes-Merton model and was recognized on a straight-line basis over the vesting period.
Contractual Obligations Our expected material cash requirements include the following contractual obligations: Debt As of December 31, 2022, we had $1,800.0 million of outstanding principal on our First Lien Term Loan Facility. Each year, we are required to repay $18.0 million of this balance, with the remaining principal due in 2029.
Contractual Obligations Our expected material cash requirements include the following contractual obligations: Debt As of December 31, 2023, we had $1,727.0 million of outstanding principal on our First Lien Term Loan Facility. Each year, we are required to repay $18.0 million of this balance, with the remaining principal due in 2029.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis covers the years ended December 31, 2022, and 2021 should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes for the year ended December 31, 2022, which are included in Item 8, of the this Annual Report on Form 10-K.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management’s discussion and analysis covers the years ended December 31, 2023, and 2022 should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes for the year ended December 31, 2023, which are included in Item 8, of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
In connection with the ITG Acquisition, Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial ("VFH"), and Impala Borrower LLC (the "Acquisition Borrower"), a subsidiary of the Company, entered into a credit agreement, with the lenders party thereto, Jefferies Finance LLC, as administrative agent and Jefferies Finance LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners (the "Acquisition Credit Agreement").
In connection with the ITG Acquisition, Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), and Impala Borrower LLC (the “Acquisition Borrower”), a subsidiary of the Company, entered into a credit agreement, with the lenders party thereto, Jefferies Finance LLC, as administrative agent and Jefferies Finance LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners (the “Acquisition Credit Agreement”).
On March 2, 2020, VFH entered into a second amendment (“Amendment No. 2”), which further amended the Acquisition Credit Agreement to, among other things, reduce the interest rate spread over adjusted LIBOR or the alternate base rate by 0.50% per annum and eliminated any step-down in the spread based on VFH's first lien leverage ratio.
On March 2, 2020, VFH entered into a second amendment (“Amendment No. 2”), which further amended the Acquisition Credit Agreement to, among other things, reduce the interest rate spread over adjusted London Interbank Offered Rate (“LIBOR”) or the alternate base rate by 0.50% per annum and eliminated any step-down in the spread based on VFH's first lien leverage ratio.
(2) Calculated by dividing EBITDA by Adjusted Net Trading Income. 59 (3) Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income.
(2) Calculated by dividing Net Income by Adjusted Net Trading Income. (3) Calculated by dividing EBITDA by Adjusted Net Trading Income.
As of December 31, 2022, there was no outstanding principal balance on our broker-dealer facilities and the outstanding aggregate short-term credit facilities with various prime brokers and other financial institutions from which the Company receives execution or clearing services was approximately $212.9 million, which was netted within Receivables from broker-dealers and clearing organizations on the Consolidated Statements of Financial Condition of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
As of December 31, 2023, there was no outstanding principal balance on our broker-dealer facilities, and the outstanding aggregate short-term credit facilities with various prime brokers and other financial institutions from which the Company receives execution or clearing services was approximately $175.3 million, which was netted within Receivables from broker-dealers and clearing organizations on the Consolidated Statements of Financial Condition of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Our trading income, net, results from gains and losses associated with trading strategies, which are designed to capture small bid/ask spreads, while hedging risks. Trading income, net, accounted for 69% and 75% of our total revenues for the years ended December 31, 2022 and 2021, respectively. Interest and dividends income.
Our trading income, net, results from gains and losses associated with trading strategies, which are designed to capture small bid/ask spreads, while hedging risks. Trading income, net, accounted for 57% and 69% of our total revenues for the years ended December 31, 2023 and 2022, respectively. Interest and dividends income.
Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transactions and the IPO pursuant to our Amended and Restated 2015 Management Incentive Plan, and assumed pursuant to the Amended and Restated ITG 2007 Equity Plan, were in the form of stock options, Class A Common Stock, restricted stock awards ("RSAs") and restricted stock units ("RSUs").
Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transactions and the IPO pursuant to our Amended and Restated 2015 Management Incentive Plan, and assumed pursuant to the Amended and Restated ITG 2007 Equity Plan, were in the form of stock options, Class A Common Stock, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).
This increase was attributable to the increase in outstanding principal as a result of refinancing our long-term debt in January 2022, as described in further detail below, and the effect of higher interest rates.
This increase was attributable to the increase in outstanding principal as a result of refinancing our long-term debt in January 2022, as described in further detail below, and the effect of higher interest rates on the unhedged portion of our long-term debt.
For discussion around our results of operations for the year ended December 31, 2020 and for a comparison of our results of operations for the year ended December 31, 2021 and year ended December 31, 2020, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal year ended December 31, 2021, filed with the SEC on February 18, 2022.
For discussion around our results of operations for the year ended December 31, 2022 and for a comparison of our results of operations for the year ended December 31, 2022 and year ended December 31, 2021, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal year ended December 31, 2022, filed with the SEC on February 17, 2023.
Under the Credit Agreement, the term loans will mature on January 13, 2029. The term loans amortize in annual installments equal to 1.0% of the original aggregate principal amount of the term loans. The revolving commitments will terminate on January 13, 2025. As of December 31, 2022, $1,800.0 million was outstanding under the term loans.
Under the Credit Agreement, the term loans will mature on January 13, 2029. The term loans amortize in annual installments equal to 1.0% of the original aggregate principal amount of the term loans. The revolving commitments will terminate on January 13, 2025. As of December 31, 2023, $1,727.0 million was outstanding under the term loans.
Transaction advisory fees and expenses were $1.1 million for the year ended December 31, 2022, compared to $0.8 million for the year ended December 31, 2021. These expenses were primarily incurred in relation to our strategic investment portfolio. Financing interest expense on long term borrowings.
Transaction advisory fees and expenses were $0.3 million for the year ended December 31, 2023, compared to $1.1 million for the year ended December 31, 2022. These expenses were primarily incurred in relation to our strategic investment portfolio. Financing interest expense on long term borrowings.
The following table shows the total revenues by segment for the years ended December 31, 2022 and 2021.
The following table shows the total revenues by segment for the years ended December 31, 2023 and 2022.
Our largest finite-lived intangible asset is customer relationships, which is being amortized over an estimated useful life of ten years. Had we used a shorter estimated useful life of seven years, the Company would have recorded an additional $16.5 million of amortization expense for the years ended December 31, 2022, 2021, and 2020 respectively.
Our largest finite-lived intangible asset is customer relationships, which is being amortized over an estimated useful life of ten years. Had we used a shorter estimated useful life of seven years, the Company would have recorded an additional $21.7 million of amortization expense for the years ended December 31, 2023, 2022, and 2021, respectively.
Similarly, Virtu ITG Singapore Pte. Limited and Virtu Financial Singapore Pte. Ltd. have similar regulatory requirements and are regulated by the Monetary Authority of Singapore. See Note 21 "Regulatory Requirement" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for a discussion of regulatory capital requirements of our regulated subsidiaries.
Virtu ITG Singapore Pte. Limited and Virtu Financial Singapore Pte. Ltd. have similar regulatory requirements and are regulated by the Monetary Authority of Singapore. See Note 20 “Regulatory Requirement” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for a discussion of regulatory capital requirements of our regulated subsidiaries.
The increase was primarily driven by the acceleration of deferred debt issuance costs as a result of refinancing our long-term debt transaction in January 2022. See Note 9 "Borrowings" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional details. Transaction advisory fees and expenses.
The year-over-year change was primarily driven by the acceleration of deferred debt issuance costs as a result of refinancing our long-term debt transaction in January 2022. See Note 8 “Borrowings” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional details. Transaction advisory fees and expenses.
As of December 31, 2022, the Company has approximately of $320.4 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
As of December 31, 2023, the Company has approximately of $110.4 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.
As of December 31, 2022, a total of $238.8 million has been recorded for amounts due pursuant to tax receivable agreements in the Consolidated Financial Statements representing management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement, as savings are realized as a result of favorable tax attributes.
As of December 31, 2023, a total of $216.5 million has been recorded for amounts due pursuant to tax receivable agreements in the Consolidated Financial Statements representing management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement, as savings are realized as a result of favorable tax attributes.
We expect that future payments to certain direct or indirect equity holders of Virtu Financial described in Note 5 "Tax Receivable Agreements" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K are expected to range from approximately $36.4 thousand to $22.0 million per year over the next 15 years.
We expect that future payments to certain direct or indirect equity holders of Virtu Financial described in Note 4 “Tax Receivable Agreements” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K are expected to range from approximately $0.1 million to $22.1 million per year over the next 15 years.
See Note 14 "Income Taxes" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information. 57 Non-GAAP Financial Measures and Other Items To supplement our Consolidated Financial Statements presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we use the following non-U.S.
See Note 13 “Income Taxes” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information. 58 Non-GAAP Financial Measures and Other Items To supplement our Consolidated Financial Statements presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we use the following non-U.S.
Recent Accounting Pronouncements For a discussion of recently issued accounting developments and their impact or potential impact on our consolidated financial statements, see Note 2 "Summary of Significant Accounting Policies" of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 73
Recent Accounting Pronouncements For a discussion of recently issued accounting developments and their impact or potential impact on our consolidated financial statements, see Note 2 “Summary of Significant Accounting Policies” of Part II Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 74
Although we believe that the forward-looking statements contained in this Annual Report on Form 10-K are based on reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in this Annual Report on Form 10-K, could affect our actual financial results or results of operations and cash flows, and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: the continuing impacts of COVID-19 and the governmental and other responses thereto, including but not limited to the risk of employees and executives contracting COVID-19 and the deployment of our business continuity plan pursuant to which a significant number of our employees may work remotely and our return to office plan, each of which may increase operational risk, as well as increases in market, counterparty and other forms of operational risk; volatility in levels of overall trading activity; dependence upon trading counterparties and clearing houses performing their obligations to us; failures of our customized trading platform; risks inherent to the electronic market making business and trading generally; recent SEC proposals focused on equity markets may, if adopted, materially change U.S. equity market structure, including by reducing overall trading volumes, reducing off-exchange trading and market making opportunities, requiring additional tools, platforms and services to register as an ATS or exchange, and generally increasing the implicit and explicit cost as well as the complexity of the U.S. equities eco-system for all participants, all of which have an adverse effect on our business; additionally, enhanced regulatory, congressional, and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics may result in additional potential changes in regulation or law which could have an adverse effect on our business as well as adversely impact the public perception of us or of companies in our industry; increased competition in market making activities and execution services; 49 dependence on continued access to sources of liquidity; risks associated with self-clearing and other operational elements of our business, including but limited to risks related to funding and liquidity; obligations to comply with applicable regulatory capital requirements; litigation or other legal and regulatory-based liabilities; changes in laws, rules or regulations, including proposed legislation that would impose taxes on certain financial transactions in the European Union, the U.S.
Although we believe that the forward-looking statements contained in this Annual Report on Form 10-K are based on reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in this Annual Report on Form 10-K, could affect our actual financial results or results of operations and cash flows, and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: volatility in levels of overall trading activity; dependence upon trading counterparties, clients and clearing houses performing their obligations to us; failures of our customized trading platform; risks inherent to the electronic market making business and trading generally; recent SEC proposals focused on equity markets which may, if adopted, materially change U.S. equity market structure, including by reducing overall trading volumes, reducing off-exchange trading and market making opportunities, requiring additional tools, platforms and services to register as an ATS or exchange, and generally increasing the implicit and explicit cost as well as the complexity of the U.S. equities eco-system for all participants; additionally, enhanced regulatory, congressional, and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics may result in additional potential changes in regulation or law which could have an adverse effect on our business as well as adversely impact the public's perception of us or of companies in our industry; increased competition in market making activities and execution services; dependence on continued access to sources of liquidity; risks associated with self-clearing and other operational elements of our business, including but limited to risks related to funding and liquidity; obligations to comply with applicable regulatory capital requirements; 49 litigation or other legal and regulatory-based liabilities; changes in laws, rules or regulations, including proposed legislation that would impose taxes on certain financial transactions in the European Union, the U.S.
Our Irish subsidiaries, Virtu Financial Ireland Limited ("VFIL") and Virtu ITG Europe Limited ("VIEL") are regulated by the Central Bank of Ireland as Investment Firms and in accordance with European Union law are required to maintain a minimum amount of regulatory capital based upon their positions, financial conditions, and other factors.
Our Irish subsidiaries, Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”) (f/k/a Virtu ITG Europe Limited) are regulated by the Central Bank of Ireland as Investment Firms and in accordance with European Union law are required to maintain a minimum amount of regulatory capital based upon their positions, financial conditions, and other factors.
The timing and amount of repurchase transactions are determined by the Company's management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors. From the inception of the program through December 31, 2022, the Company repurchased approximately 32.3 million shares of Class A Common Stock and Virtu Financial Units for approximately $899.6 million.
The timing and amount of repurchase transactions are determined by the Company's management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors. From the inception of the program through December 31, 2023, the Company repurchased approximately 43.6 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,109.6 million.
Liquidity and Capital Resources General As of December 31, 2022, we had $981.6 million in Cash and cash equivalents. This balance is maintained primarily to support operating activities, for capital expenditures and for short-term access to liquidity, and for other general corporate purposes.
Liquidity and Capital Resources General As of December 31, 2023, we had $820.4 million in Cash and cash equivalents. This balance is maintained primarily to support operating activities, for capital expenditures and for short-term access to liquidity, and for other general corporate purposes.
We evaluate this category, representing direct costs associated with transacting our business, in the broader context of our Adjusted Net Trading Income. Communication and data processing. Communication and data processing expense increased $7.5 million, or 3.5%, to $219.5 million for the year ended December 31, 2022, compared to $212.0 million for the year ended December 31, 2021.
We evaluate this category, representing direct costs associated with transacting our business, in the broader context of our Adjusted Net Trading Income. Communication and data processing. Communication and data processing expense increased $11.3 million, or 5.1%, to $230.8 million for the year ended December 31, 2023, compared to $219.5 million for the year ended December 31, 2022.
On March 20, 2020, in connection with and in consideration of the Founder Member’s commitments under the Founder Member Loan Facility, the Company delivered to the Founder Member a warrant (the “Warrant”) to purchase shares of the Company’s Class A Common Stock.
Upon the execution of and in consideration for the Lender’s commitments under the Founder Member Loan Facility, the Company delivered to the Founder Member a warrant to purchase shares of the Company’s Class A Common Stock, as described below. 67 On March 20, 2020, in connection with and in consideration of the Founder Member’s commitments under the Founder Member Loan Facility, the Company delivered to the Founder Member a warrant (the “Warrant”) to purchase shares of the Company’s Class A Common Stock.
Brokerage, exchange, clearance fees and payments for order flow, net, decreased $126.3 million, or 16.9%, to $619.2 million for the year ended December 31, 2022, compared to $745.4 million for the year ended December 31, 2021. These costs vary period to period based upon the level and composition of our trading activities.
Brokerage, exchange, clearance fees and payments for order flow, net, decreased $110.8 million, or 17.9%, to $508.4 million for the year ended December 31, 2023, compared to $619.2 million for the year ended December 31, 2022. These costs vary period to period based upon the level and composition of our trading activities.
Amortization of purchased intangibles and acquired capitalized software decreased $4.8 million, or 6.9%, to $64.8 million for the year ended December 31, 2022, compared to $69.7 million for the year ended December 31, 2021. This decrease was primarily attributable to certain intangible assets being fully amortized in 2021 and early 2022. Termination of office leases.
Amortization of purchased intangibles and acquired capitalized software decreased $0.8 million, or 1.2%, to $64.0 million for the year ended December 31, 2023, compared to $64.8 million for the year ended December 31, 2022. This decrease was primarily attributable to certain intangible assets being fully amortized in 2022. Termination of office leases.
As indicated above, rather than analyzing commission income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income. Other, net. Other, net increased $30.5 million, or 186.0%, to $46.9 million for the year ended December 31, 2022, compared to $16.4 million for the year ended December 31, 2021.
As indicated above, rather than analyzing commission income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income. Other, net. Other, net increased $27.0 million, or 57.6%, to $73.9 million for the year ended December 31, 2023, compared to $46.9 million for the year ended December 31, 2022.
Trading income, net was primarily earned by our Market Making segment. Trading income, net, decreased $476.3 million, or 22.6%, to $1,628.9 million for the year ended December 31, 2022, compared to $2,105.2 million for the year ended December 31, 2021.
Trading income, net was primarily earned by our Market Making segment. Trading income, net, decreased $327.6 million, or 20.1%, to $1,301.3 million for the year ended December 31, 2023, compared to $1,628.9 million for the year ended December 31, 2022.
As indicated above, rather than analyzing interest and dividends expense in isolation, we generally evaluate it in the broader context of our Adjusted Net Trading Income. Operations and administrative. Operations and administrative expense decreased $2.1 million, or 2.4%, to $86.1 million for the year ended December 31, 2022, compared to $88.1 million for the year ended December 31, 2021.
As indicated above, rather than analyzing interest and dividends expense in isolation, we generally evaluate it in the broader context of our Adjusted Net Trading Income. 64 Operations and administrative. Operations and administrative expense increased $12.9 million, or 15.0%, to $99.0 million for the year ended December 31, 2023, compared to $86.1 million for the year ended December 31, 2022.
Acquisition of ITG On March 1, 2019, the "ITG Closing Date", we announced the completed acquisition of Investment Technology Group, Inc. and its subsidiaries ("ITG") in an all-cash transaction (the "ITG Acquisition").
Credit Agreement On March 1, 2019, the “ITG Closing Date”, we announced the completed acquisition of Investment Technology Group, Inc. and its subsidiaries (“ITG”) in an all-cash transaction (the “ITG Acquisition”).
Commissions, net and technology services revenues decreased $84.6 million, or 13.8%, to $529.8 million for the year ended December 31, 2022, compared to $614.5 million for the year ended December 31, 2021. This decrease was driven by the reduction of institutional investors commissions available, and declining institutional engagement, 62 both of which result in lower commission income.
Commissions, net and technology services revenues decreased $74.2 million, or 14.0%, to $455.6 million for the year ended December 31, 2023, compared to $529.8 million for the year ended December 31, 2022. This decrease was driven by the reduction of institutional investors commissions available, and declining institutional engagement, both of which resulted in lower commission income.
Expense from debt issue cost related to debt refinancing, prepayment and commitment fees increased $23.3 million, or 353.9%, to $29.9 million for the year ended December 31, 2022, compared to $6.6 million for the year ended December 31, 2021.
Debt issue cost related to debt refinancing, prepayment and commitment fees. Expense from debt issue cost related to debt refinancing, prepayment and commitment fees decreased $21.6 million, or 72.2%, to $8.3 million for the year ended December 31, 2023, compared to $29.9 million for the year ended December 31, 2022.
Our provision for income taxes and effective tax rate was $88.5 million and 15.9% for the year ended December 31, 2022, compared to a provision for income taxes and effective tax rate of $169.7 million and 17.0% for the year ended December 31, 2021.
Our provision for income taxes and effective tax rate was $61.2 million and 18.8% for the year ended December 31, 2023, compared to a provision for income taxes and effective tax rate of $88.5 million and 15.9% for the year ended December 31, 2022.
As of December 31, 2022, we had borrowings under our prime brokerage credit facilities of approximately $212.9 million, no borrowings under our broker dealer facilities, short-term bank overdrafts of $3.9 million, and long-term debt outstanding in an aggregate principal amount of approximately $1,826.7 million.
As of December 31, 2023, we had borrowings under our prime brokerage credit facilities of approximately $175.3 million, no borrowings under our broker dealer facilities, and long-term debt outstanding in an aggregate principal amount of approximately $1,751.8 million.
Years Ended December 31, Net cash provided by (used in): 2022 2021 2020 Operating activities $ 706,803 $ 1,171,626 $ 1,060,884 Investing activities (29,530) (87,349) (2,559) Financing activities (735,745) (957,859) (839,918) Effect of exchange rate changes on cash and cash equivalents (24,239) (12,470) 15,318 Net increase (decrease) in cash and cash equivalents $ (82,711) $ 113,948 $ 233,725 Operating Activities Net cash provided by operating activities was $706.8 million for the year ended December 31, 2022, compared to net cash provided by operating activities of $1,171.6 million for the year ended December 31, 2021.
Years Ended December 31, Net cash provided by (used in): 2023 2022 2021 Operating activities $ 491,777 $ 706,803 $ 1,171,626 Investing activities (94,484) (29,530) (87,349) Financing activities (585,032) (735,745) (957,859) Effect of exchange rate changes on cash and cash equivalents 4,957 (24,239) (12,470) Net increase (decrease) in cash and cash equivalents $ (182,782) $ (82,711) $ 113,948 Operating Activities Net cash provided by operating activities was $491.8 million for the year ended December 31, 2023, compared to net cash provided by operating activities of $706.8 million for the year ended December 31, 2022.
Unless the context otherwise requires, the terms "we," "us," "our," "Virtu" and the "Company" refer to Virtu Financial, Inc., a Delaware corporation, and its consolidated subsidiaries and the term "Virtu Financial" refers to Virtu Financial LLC, a Delaware limited liability company and a consolidated subsidiary of ours.
Unless the context otherwise requires, the terms “we,” “us,” “our,” “Virtu” and the “Company” refer to Virtu Financial, Inc., a Delaware corporation, and its consolidated subsidiaries and the term “Virtu Financial” refers to Virtu Financial LLC, a Delaware limited liability company and a consolidated subsidiary of ours.
Termination of office leases was $7.0 million for the year ended December 31, 2022, compared to $28.1 million for the year ended December 31, 2021. These expenses are related to the impairment of lease right-of-use assets, leasehold improvements and fixed assets for certain abandoned or vacated office space. Debt issue cost related to debt refinancing, prepayment and commitment fees.
Termination of office leases was $0.5 million for the year ended December 31, 2023, compared to $7.0 million for the year ended December 31, 2022. These expenses in the prior period are related to the impairment of lease right-of-use assets, leasehold improvements and fixed assets for certain abandoned or vacated office space.
Financing interest expense on long-term borrowings increased $12.1 million, or 15.1%, to $92.0 million for the year ended December 31, 2022, compared to $80.0 million for the year ended December 31, 2021.
Financing interest expense on long-term borrowings increased $7.3 million, or 7.9%, to $99.3 million for the year ended December 31, 2023, compared to $92.0 million for the year ended December 31, 2022.
This decrease was primarily attributable to lower Trading Income, net as noted above, partially offset by lower Brokerage, exchange, clearance fees and payments for order flow, net as described below, incurred by Market Making.
This decrease was primarily attributable to lower Trading income, net and Commissions, net and technology services, as noted above, and higher Interest and dividends expense, as noted below, partially offset by an increase in Interest and dividends income, as described above, and lower Brokerage, exchange, clearance fees and payments for order flow, net as described below.
Years Ended December 31, (in thousands) 2022 2021 2020 Reconciliation of Trading income, net to Adjusted Net Trading Income Trading income, net $ 1,628,898 $ 2,105,194 $ 2,493,248 Interest and dividends income 159,120 75,384 62,119 Commissions, net and technology services 529,845 614,489 600,510 Brokerage, exchange, clearance fees and payments for order flow, net (619,168) (745,434) (758,843) Interest and dividends expense (231,060) (139,704) (125,649) Adjusted Net Trading Income $ 1,467,635 $ 1,909,929 $ 2,271,385 Reconciliation of Net Income to EBITDA and Adjusted EBITDA Net income $ 468,332 $ 827,234 $ 1,120,913 Financing interest expense on long-term borrowings 92,035 79,969 87,735 Debt issue cost related to debt refinancing, prepayment, and commitment fees 29,910 6,590 28,879 Depreciation and amortization 66,377 67,816 66,741 Amortization of purchased intangibles and acquired capitalized software 64,837 69,668 74,254 Provision for income taxes 88,466 169,670 261,924 EBITDA $ 809,957 $ 1,220,947 $ 1,640,446 Severance 8,070 6,112 10,286 Transaction advisory fees and expenses 1,124 843 2,941 Termination of office leases 6,982 28,138 9,608 Gain on sale of MATCHNow (58,652) Other (34,229) (10,558) (16,418) Share based compensation 67,219 55,751 59,838 Adjusted EBITDA $ 859,123 $ 1,301,233 $ 1,648,049 Selected Operating Margins Net Income Margin (1) 31.9 % 43.3 % 49.3 % EBITDA Margin (2) 55.2 % 63.9 % 72.2 % Adjusted EBITDA Margin (3) 58.5 % 68.1 % 72.6 % (1) Calculated by dividing net income by Adjusted Net Trading Income.
Years Ended December 31, (in thousands) 2023 2022 2021 Reconciliation of Trading income, net to Adjusted Net Trading Income Trading income, net $ 1,301,344 $ 1,628,898 $ 2,105,194 Interest and dividends income 462,566 159,120 75,384 Commissions, net and technology services 455,598 529,845 614,489 Brokerage, exchange, clearance fees and payments for order flow, net (508,358) (619,168) (745,434) Interest and dividends expense (500,467) (231,060) (139,704) Adjusted Net Trading Income $ 1,210,683 $ 1,467,635 $ 1,909,929 Reconciliation of Net Income to EBITDA and Adjusted EBITDA Net income $ 263,921 $ 468,332 $ 827,234 Financing interest expense on long-term borrowings 99,294 92,035 79,969 Debt issue cost related to debt refinancing, prepayment, and commitment fees 8,317 29,910 6,590 Depreciation and amortization 63,306 66,377 67,816 Amortization of purchased intangibles and acquired capitalized software 63,960 64,837 69,668 Provision for income taxes 61,210 88,466 169,670 EBITDA $ 560,008 $ 809,957 $ 1,220,947 Severance 8,793 8,070 6,112 Transaction advisory fees and expenses 314 1,124 843 Termination of office leases 455 6,982 28,138 Other (65,536) (34,229) (10,558) Share based compensation 63,933 67,219 55,751 Adjusted EBITDA $ 567,967 $ 859,123 $ 1,301,233 Selected Operating Margins GAAP Net income Margin (1) 11.5 % 19.8 % 29.4 % Non-GAAP Net income Margin (2) 21.8 % 31.9 % 43.3 % EBITDA Margin (3) 46.3 % 55.2 % 63.9 % Adjusted EBITDA Margin (4) 46.9 % 58.5 % 68.1 % (1) Calculated by dividing Net Income by Total Revenue.
Interest and dividends income was primarily earned by our Market Making segment. Interest and dividends income increased $83.7 million, or 111.1%, to $159.1 million for the year ended December 31, 2022, compared to $75.4 million for the year ended December 31, 2021.
Interest and dividends income was primarily earned by our Market Making segment. Interest and dividends income increased $303.5 million, or 190.8%, to $462.6 million for the year ended December 31, 2023, compared to $159.1 million for the year ended December 31, 2022.
Regulatory Capital Requirements Our principal U.S. subsidiary, Virtu Americas LLC ("VAL") is subject to separate regulation and capital requirements in the U.S. and other jurisdictions. VAL is a registered U.S. broker-dealer, and its primary regulators include the SEC and the Financial Industry Regulatory Authority ("FINRA").
VAL is a registered U.S. broker-dealer, and its primary regulators include the SEC and the Financial Industry Regulatory Authority (“FINRA”). In June 2023 our U.S. subsidiary RFQ-Hub Americas LLC (“RAL”) became a registered U.S. broker-dealer and as such is subject to regulation and capital requirements from its primary regulators, the SEC and FINRA.
The following table reconciles Net Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS for the years ended December 31, 2022, 2021, and 2020: Years Ended December 31, (in thousands, except share and per share data) 2022 2021 2020 Reconciliation of Net Income to Normalized Adjusted Net Income Net income $ 468,332 $ 827,234 $ 1,120,913 Provision for income taxes 88,466 169,670 261,924 Income before income taxes 556,798 996,904 1,382,837 Amortization of purchased intangibles and acquired capitalized software 64,837 69,668 74,254 Debt issue cost related to debt refinancing, prepayment, and commitment fees 29,910 6,590 28,879 Severance 8,070 6,112 10,286 Transaction advisory fees and expenses 1,124 843 2,941 Termination of office leases 6,982 28,138 9,608 Gain on sale of MATCHNow (58,652) Other (34,229) (10,558) (16,418) Share based compensation 67,219 55,751 59,838 Normalized Adjusted Net Income before income taxes 700,711 1,153,448 1,493,573 Normalized provision for income taxes (1) 168,171 276,827 358,458 Normalized Adjusted Net Income $ 532,540 $ 876,621 $ 1,135,115 Weighted Average Adjusted shares outstanding (2) 177,688,188 191,958,870 196,929,673 Normalized Adjusted EPS $ 3.00 $ 4.57 $ 5.76 (1) Reflects U.S. federal, state, and local income tax rate applicable to corporations of approximately 24% for all periods presented.
(4) Calculated by dividing Adjusted EBITDA by Adjusted Net Trading Income. 60 The following table reconciles Net Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS for the years ended December 31, 2023, 2022, and 2021: Years Ended December 31, (in thousands, except share and per share data) 2023 2022 2021 Reconciliation of Net Income to Normalized Adjusted Net Income Net income $ 263,921 $ 468,332 $ 827,234 Provision for income taxes 61,210 88,466 169,670 Income before income taxes 325,131 556,798 996,904 Amortization of purchased intangibles and acquired capitalized software 63,960 64,837 69,668 Debt issue cost related to debt refinancing, prepayment, and commitment fees 8,317 29,910 6,590 Severance 8,793 8,070 6,112 Transaction advisory fees and expenses 314 1,124 843 Termination of office leases 455 6,982 28,138 Other (65,536) (34,229) (10,558) Share based compensation 63,933 67,219 55,751 Normalized Adjusted Net Income before income taxes 405,367 700,711 1,153,448 Normalized provision for income taxes (1) 97,286 168,171 276,827 Normalized Adjusted Net Income $ 308,081 $ 532,540 $ 876,621 Weighted Average Adjusted shares outstanding (2) 167,782,513 177,688,188 191,958,870 Basic earnings per share $ 1.42 $ 2.45 $ 3.95 Normalized Adjusted EPS $ 1.84 $ 3.00 $ 4.57 (1) Reflects U.S. federal, state, and local income tax rate applicable to corporations of approximately 24% for all periods presented.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe fair value of these financial instruments at December 31, 2022 and December 31, 2021 was $4.6 billion and $4.3 billion, respectively, in long positions and $4.2 billion and $3.5 billion, respectively, in short positions.
Biggest changeThe fair value of these financial instruments at December 31, 2023 and December 31, 2022 was $7.4 billion and $4.6 billion, respectively, in long positions and $6.1 billion and $4.2 billion, respectively, in short positions.
Our primary currency translation exposures historically relate to net investments in subsidiaries having functional currencies denominated in the Euro, Pound Sterling, and Canadian dollar. 75 Financial Instruments with Off Balance Sheet Risk We enter into various transactions involving derivatives and other off-balance sheet financial instruments. These financial instruments include futures, forward contracts, swaps, and exchange-traded options.
Our primary currency translation exposures historically relate to net investments in subsidiaries having functional currencies denominated in the Euro, Pound Sterling, and Canadian dollar. 76 Financial Instruments with Off Balance Sheet Risk We enter into various transactions involving derivatives and other off-balance sheet financial instruments. These financial instruments include futures, forward contracts, swaps, and exchange-traded options.
It is possible that the recovery amount could be less than the total cash and other equity deposited. 74 Interest Rate Risk, Derivative Instruments In the normal course of business, we utilize derivative financial instruments in connection with our proprietary trading activities.
It is possible that the recovery amount could be less than the total cash and other equity deposited. 75 Interest Rate Risk, Derivative Instruments In the normal course of business, we utilize derivative financial instruments in connection with our proprietary trading activities.
The impact of any translation of our foreign denominated earnings to the U.S. dollar is mitigated, however, through the impact of daily hedging practices that are employed by the company. Approximately 19.1% and 19.6% of our total revenues for the years ended December 31, 2022 and 2021, respectively, were denominated in non-U.S. dollar currencies.
The impact of any translation of our foreign denominated earnings to the U.S. dollar is mitigated, however, through the impact of daily hedging practices that are employed by the company. Approximately 16.2% and 19.1% of our total revenues for the years ended December 31, 2023 and 2022, respectively, were denominated in non-U.S. dollar currencies.
We estimate that a hypothetical 10% adverse change in the value of the U.S. dollar relative to our foreign denominated earnings would have resulted in decreases in total revenues of $45.1 million and $55.1 million for the years ended December 31, 2022 and 2021, respectively.
We estimate that a hypothetical 10% adverse change in the value of the U.S. dollar relative to our foreign denominated earnings would have resulted in decreases in total revenues of $37.3 million and $45.1 million for the years ended December 31, 2023 and 2022, respectively.

Other VIRT 10-K year-over-year comparisons