Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | May. 29, 2015 | |
Entity Registrant Name | Virtu Financial, Inc. | |
Entity Central Index Key | 1,592,386 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 34,305,052 | |
Class C common stock | ||
Entity Common Stock, Shares Outstanding | 24,531,817 | |
Class D common stock | ||
Entity Common Stock, Shares Outstanding | 79,610,490 |
Condensed Statements of Financi
Condensed Statements of Financial Condition - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash | $ 545 | $ 545 |
Deferred tax benefit | 4,744 | 4,744 |
Total assets | 5,289 | 5,289 |
Liabilities | ||
Payable to affiliate | 14,000 | 14,000 |
Total liabilities | 14,000 | 14,000 |
Stockholder's equity (deficit) | ||
Accumulated deficit | (8,811) | (8,811) |
Additional paid-in capital | 100 | 100 |
Total stockholder's equity/(deficit) | (8,711) | (8,711) |
Total liabilities and stockholder's equity/(deficit) | $ 5,289 | $ 5,289 |
Class A common stock | ||
Stockholder's equity (deficit) | ||
Common stock |
Condensed Statements of Financ3
Condensed Statements of Financial Condition (Parenthetical) - Class A common stock - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 1,000 | 1,000 |
Common stock, issued | 100 | 100 |
Common stock, outstanding | 100 | 100 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Expenses: | ||
Operations and administrative | $ 13,555 | |
Income (loss) before income taxes | (13,555) | |
Provision (benefit) for income taxes | $ 0 | (4,744) |
Net income (loss) | $ (8,811) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholder's Equity/(Deficit) - Mar. 31, 2015 - USD ($) | Total |
Class A common stock | Common Stock | |
Increase (decrease) in stockholder's equity | |
Balance at the beginning of the period (in shares) | 100 |
Balance at the end of the period (in shares) | 100 |
Additional paid-in Capital | |
Increase (decrease) in stockholder's equity | |
Balance at the beginning of the period | $ 100 |
Balance at the end of the period | 100 |
Accumulated Deficit | |
Increase (decrease) in stockholder's equity | |
Balance at the beginning of the period | (8,811) |
Balance at the end of the period | (8,811) |
Balance at the beginning of the period | (8,711) |
Balance at the end of the period | $ (8,711) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended |
Mar. 31, 2014 | |
Cash flows from operating activities | |
Net income (loss) | $ (8,811) |
Adjustments to reconcile net income to net cash provided by operating activities: | |
Deferred tax benefit | (4,744) |
Changes in operating assets and liabilities: | |
Payable to affiliate | 14,000 |
Net cash provided by operating activities | 445 |
Net increase in cash | 445 |
Cash, beginning of period | 100 |
Cash, end of period | $ 545 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2015 | |
Organization | |
Organization | 1. Organization Virtu Financial, Inc. (the ‘‘Company’’) was formed as a Delaware corporation on October 16, 2013. The Company’s fiscal year end is December 31. The Company was formed for the purpose of completing certain reorganization transactions, in order to carry on the business of Virtu Financial LLC and conducting a public offering. The Company will be the sole managing member of Virtu Financial LLC and will operate and control all of the businesses and affairs of Virtu Financial LLC and, through Virtu Financial LLC and its subsidiaries, continue to conduct the business now conducted by such subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | 3. Related-Party Transactions The Company may receive funding from affiliates in the ordinary course of business. As of March 31, 2015, and December 31, 2014, the Company had a payable of $14,000 and $14,000 to its affiliates, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes | |
Income Taxes | 4. Income Taxes The Company is subject to taxes at the U.S. federal statutory rate of 35%. For the three months ended March 31, 2015 and 2014, the Company recognized income tax benefits of $0 and $4,744, respectively, due to current losses. A deferred tax asset relating to the carryforward losses has been recognized in the amount of $4,744 and $4,744 as of March 31, 2015 and December 31, 2014, respectively. The provisions of ASC 740 require that carrying amounts of deferred tax assets be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets. A valuation allowance against deferred tax assets at the balance sheet date is not considered necessary, because it is more likely than not the deferred tax asset will be fully realized. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2015 | |
Stockholder's Equity | |
Stockholder's Equity | 5. Stockholder’s Equity VFH Parent LLC, a wholly owned subsidiary of Virtu Financial LLC, is the sole stockholder of the Company, and contributed $100 to the Company on October 17, 2013 to purchase 100 shares of Class A common stock. Holders of Class A common stock shall be entitled to one vote for each share of Class A common stock held on all matters submitted to stockholders for vote, consent or approval. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events | |
Subsequent Events | 6. Subsequent Events Refer to Footnote 15, “Subsequent Events” in the Virtu Financial LLC financial statements for information regarding the Company’s reorganization transactions (which were completed on April 15, 2015) initial public offering (which was completed on April 21, 2015) as well as the use of proceeds from such offering, the amendment to VFH Parent’s credit facility entered into on April 15, 2015 and the adoption of the 2015 Management Incentive Plan on April 21, 2015. |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Related Party Transactions | ||
Payable to affiliate | $ 14,000 | $ 14,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Income taxes | |||
U.S. federal statutory rate (as a percent) | 35.00% | 35.00% | |
Income tax benefits | $ 0 | $ 4,744 | |
Deferred tax assets | $ 4,744 | $ 4,744 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) | Mar. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Oct. 17, 2013USD ($)Voteshares |
Stockholder's Equity | |||
Contribution | $ | $ 100 | $ 100 | |
Class A common stock | |||
Stockholder's Equity | |||
Common stock, issued | 100 | 100 | |
VFH Parent LLC | |||
Stockholder's Equity | |||
Contribution | $ | $ 100 | ||
VFH Parent LLC | Class A common stock | |||
Stockholder's Equity | |||
Common stock, issued | 100 | ||
Number of votes per share | Vote | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Trading assets, at fair value: | ||
Total assets | $ 5,289 | $ 5,289 |
Trading liabilities, at fair value: | ||
Total liabilities | 14,000 | 14,000 |
Members' equity | ||
Accumulated deficit | (8,811) | (8,811) |
Total liabilities and stockholder's equity/(deficit) | 5,289 | 5,289 |
Virtu Financial LLC and Subsidiaries | ||
Assets | ||
Cash and cash equivalents | 66,571,000 | 75,864,000 |
Securities borrowed | 691,084,000 | 484,934,000 |
Securities purchased under agreements to resell | 272,000 | 31,463,000 |
Receivables from broker dealers and clearing organizations | 461,181,000 | 387,652,000 |
Trading assets, at fair value: | ||
Financial instruments owned | 1,580,274,000 | 1,307,933,000 |
Financial instruments owned and pledged | 496,833,000 | 236,375,000 |
Property, equipment and capitalized software (net of accumulated depreciation) | 41,775,000 | 44,644,000 |
Goodwill | 715,379,000 | 715,379,000 |
Intangibles (net of accumulated amortization) | 1,362,000 | 1,414,000 |
Other assets ($8,679 and $8,205, at fair value, as of March 31, 2015 and December 31, 2014, respectively) | 44,774,000 | 33,800,000 |
Total assets | 4,099,505,000 | 3,319,458,000 |
Liabilities | ||
Securities loaned | 956,897,000 | 497,862,000 |
Securities sold under agreements to repurchase | 10,973,000 | 2,006,000 |
Payables to broker dealers and clearing organizations | 726,085,000 | 686,203,000 |
Trading liabilities, at fair value: | ||
Financial instruments sold, not yet purchased | 1,292,280,000 | 1,037,634,000 |
Accounts payable and accrued expenses and other liabilities | 117,383,000 | 93,331,000 |
Senior secured credit facility | 496,100,000 | 495,724,000 |
Total liabilities | 3,599,718,000 | 2,812,760,000 |
Members' equity | ||
Accumulated deficit | (93,939,000) | (91,383,000) |
Accumulated other comprehensive income (loss) | (8,338,000) | (3,705,000) |
Total members' equity | 205,354,000 | 212,265,000 |
Total liabilities and stockholder's equity/(deficit) | 4,099,505,000 | 3,319,458,000 |
Virtu Financial LLC and Subsidiaries | Class A-1 | ||
Redeemable membership interest | ||
Redeemable membership interest | 294,433,000 | 294,433,000 |
Members' equity | ||
Membership interests | 19,648,000 | 19,648,000 |
Virtu Financial LLC and Subsidiaries | Class A-2 | ||
Members' equity | ||
Membership interests | 287,983,000 | $ 287,705,000 |
Virtu Financial LLC and Subsidiaries | Pro Forma | ||
Trading assets, at fair value: | ||
Total assets | 4,099,505,000 | |
Trading liabilities, at fair value: | ||
Accounts payable and accrued expenses and other liabilities | 217,383,000 | |
Total liabilities | 3,699,718,000 | |
Members' equity | ||
Accumulated deficit | (193,939,000) | |
Total members' equity | 105,354,000 | |
Total liabilities and stockholder's equity/(deficit) | 4,099,505,000 | |
Virtu Financial LLC and Subsidiaries | Pro Forma | Class A-1 | ||
Redeemable membership interest | ||
Redeemable membership interest | $ 294,433,000 |
Condensed Consolidated Statem17
Condensed Consolidated Statements of Financial Condition (Parenthetical) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Accumulated depreciation (in dollars) | $ 93,142 | $ 84,579 |
Other assets, fair value (in dollars) | $ 8,679 | $ 8,205 |
Class A-1 | ||
Membership interests, authorized | 1,964,826 | 1,964,826 |
Membership interests issued | 1,964,826 | 1,964,826 |
Membership interests outstanding | 1,964,826 | 1,964,826 |
Class A-2 | ||
Membership interests, authorized | 101,387,750 | 101,381,332 |
Membership interests issued | 101,387,750 | 101,381,332 |
Membership interests outstanding | 99,848,589 | 99,855,666 |
Condensed Consolidated Statem18
Condensed Consolidated Statements of Comprehensive Income - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Expenses: | ||
Operations and administrative | $ 13,555 | |
Income (loss) before income taxes | (13,555) | |
Provision for income taxes | $ 0 | (4,744) |
Net income (loss) | (8,811) | |
Virtu Financial LLC and Subsidiaries | ||
Revenues: | ||
Trading income, net | 213,930,000 | 165,163,000 |
Interest and dividends income | 5,182,000 | 5,555,000 |
Technology services | 2,416,000 | 2,577,000 |
Total revenue | 221,528,000 | 173,295,000 |
Operating Expenses: | ||
Brokerage, exchange and clearance fees, net | 61,138,000 | 54,434,000 |
Communication and data processing | 17,943,000 | 15,807,000 |
Employee compensation and payroll taxes | 26,900,000 | 21,613,000 |
Interest and dividends expense | 9,566,000 | 10,463,000 |
Operations and administrative | 5,762,000 | 5,771,000 |
Depreciation and amortization | 9,663,000 | 6,482,000 |
Amortization of purchased intangibles and acquired capitalized software | 53,000 | 53,000 |
Acquisition related retention bonus | 1,266,000 | |
Termination of office leases | 2,729,000 | |
Financing interest expense on senior secured credit facility | 7,602,000 | 7,551,000 |
Total operating expenses | 141,356,000 | 123,440,000 |
Income (loss) before income taxes | 80,172,000 | 49,855,000 |
Provision for income taxes | 2,728,000 | 966,000 |
Net income (loss) | 77,444,000 | 48,889,000 |
Other Comprehensive Income, net of taxes: | ||
Foreign exchange translation adjustment | (4,633,000) | 48,000 |
Comprehensive Income | $ 72,811,000 | $ 48,937,000 |
Condensed Consolidated Statem19
Condensed Consolidated Statements of Changes in Members' Equity - Virtu Financial LLC and Subsidiaries - 3 months ended Mar. 31, 2015 - USD ($) $ in Thousands | Class A-1 | Class A-2 | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at the beginning of the period at Dec. 31, 2014 | $ 19,648 | $ 287,705 | $ (91,383) | $ (3,705) | $ 212,265 |
Balance at the beginning of the period (in shares) at Dec. 31, 2014 | 1,964,826 | 99,855,666 | |||
Balance at the beginning of the period for Redeemable Interest at Dec. 31, 2014 | $ 294,433 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share based compensation | $ 375 | 375 | |||
Share based compensation (in shares) | 6,418 | ||||
Repurchase of Class A-2 interests | $ (97) | (97) | |||
Repurchase of Class A-2 interests (in shares) | (13,495) | ||||
Distribution to members | (80,000) | (80,000) | |||
Foreign exchange translation adjustment | (4,633) | (4,633) | |||
Net Income | 77,444 | 77,444 | |||
Balance at the end of the period at Mar. 31, 2015 | $ 19,648 | $ 287,983 | $ (93,939) | $ (8,338) | $ 205,354 |
Balance at the end of the period (in shares) at Mar. 31, 2015 | 1,964,826 | 99,848,589 | |||
Balance at the end of the period for Redeemable Interest at Mar. 31, 2015 | $ 294,433 |
Condensed Consolidated Statem20
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities | ||
Net Income | $ (8,811) | |
Changes in operating assets and liabilities: | ||
Net cash provided by operating activities | 445 | |
Virtu Financial LLC and Subsidiaries | ||
Cash flows from operating activities | ||
Net Income | $ 77,444,000 | 48,889,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 9,663,000 | 6,482,000 |
Amortization of purchased intangibles and acquired capitalized software | 53,000 | 53,000 |
Amortization of debt issuance costs and deferred financing fees | 376,000 | 350,000 |
Termination of office leases | 2,729,000 | |
Share based compensation | 5,375,000 | 4,787,000 |
Other | (501,000) | 243,000 |
Changes in operating assets and liabilities: | ||
Securities borrowed | (206,150,000) | 285,402,000 |
Securities purchased under agreements to resell | 31,191,000 | 100,236,000 |
Receivables from broker dealers and clearing organizations | (73,529,000) | (307,192,000) |
Trading assets, at fair value | (532,799,000) | 76,381,000 |
Other assets | (10,476,000) | (7,908,000) |
Securities loaned | 459,035,000 | (148,831,000) |
Securities sold under agreements to repurchase | 8,967,000 | (1,939,000) |
Payables to broker dealers and clearing organizations | 39,882,000 | (218,969,000) |
Accounts payable and accrued expenses and other liabilities | 16,347,000 | 8,070,000 |
Trading liabilities, at fair value | 254,646,000 | 248,168,000 |
Net cash provided by operating activities | 82,253,000 | 94,222,000 |
Cash flows from investing activities | ||
Development of capitalized software | (2,251,000) | (2,579,000) |
Acquisition of property and equipment | (4,065,000) | (5,418,000) |
Net cash used in investing activities | (6,316,000) | (7,997,000) |
Cash flows from financing activities | ||
Member distributions | (80,000,000) | (45,000,000) |
Repayment of short term borrowings | (37,800,000) | |
Repayment of senior secured credit facility | (1,275,000) | |
Net cash used in financing activities | (80,597,000) | (84,119,000) |
Effect of exchange rate changes on Cash and cash equivalents | (4,633,000) | 48,000 |
Net increase (decrease) in Cash and cash equivalents | (9,293,000) | 2,154,000 |
Cash and cash equivalents, beginning of period | 75,864,000 | 66,010,000 |
Cash and cash equivalents, end of period | 66,571,000 | 68,164,000 |
Supplementary disclosure of cash flow information | ||
Cash paid for interest | 14,015,000 | 18,001,000 |
Non-cash investing activities | ||
Compensation to developers subject to capitalization of software (of which $478 and $480 were capitalized for the three months ended March 31, 2015 and 2014, respectively) | 1,278,000 | 1,278,000 |
Class A-2 | Virtu Financial LLC and Subsidiaries | ||
Cash flows from financing activities | ||
Repurchase of membership interests | $ (597,000) | $ (44,000) |
Condensed Consolidated Statem21
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Virtu Financial LLC and Subsidiaries | ||
Compensation to software developers capitalized | $ 478 | $ 480 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization and Basis of Presentation | 1. Organization Virtu Financial, Inc. (the ‘‘Company’’) was formed as a Delaware corporation on October 16, 2013. The Company’s fiscal year end is December 31. The Company was formed for the purpose of completing certain reorganization transactions, in order to carry on the business of Virtu Financial LLC and conducting a public offering. The Company will be the sole managing member of Virtu Financial LLC and will operate and control all of the businesses and affairs of Virtu Financial LLC and, through Virtu Financial LLC and its subsidiaries, continue to conduct the business now conducted by such subsidiaries. |
Virtu Financial LLC and Subsidiaries | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization Virtu Financial LLC (“Virtu Financial” or, collectively with its wholly owned subsidiaries, the “Company”) was formed as a Delaware limited liability company on April 8, 2011 in connection with a corporate reorganization and acquisition of the outstanding equity interests of Madison Tyler Holdings, LLC (“MTH”), an electronic trading firm and market maker. In connection with the reorganization, the members of Virtu Financial’s predecessor entity, Virtu Financial Operating LLC (“VFO”), a Delaware limited liability company formed on March 19, 2008, exchanged their interests in VFO for interests in Virtu Financial and the members of MTH exchanged their interests in MTH for cash and/or interests in Virtu Financial. Virtu Financial’s principal subsidiaries include Virtu Financial BD LLC (“VFBD”), a self-clearing US broker-dealer, Virtu Financial Capital Markets LLC (“VFCM”), a self-clearing US broker-dealer and designated market maker on the New York Stock Exchange (“NYSE”) and the NYSE MKT (formerly NYSE Amex), Virtu Financial Global Markets LLC (“VFGM”), a US trading entity focused on futures and currencies, Virtu Financial Ireland Limited (“VFIL”), formed in Ireland, Virtu Financial Asia Pty Ltd (“VFAP”), formed in Australia, and Virtu Financial Singapore Pte. Ltd. (“VFSing”), formed in Singapore. VFCM became a designated market maker (“DMM”) in connection with its acquisition of certain assets of Cohen Capital Group LLC (“CCG”) on December 9, 2011. The Company is a technology-enabled market maker and liquidity provider. The Company has developed a single, proprietary, multi-asset, multi-currency technology platform through which it provides quotations to buyers and sellers in equities, commodities, currencies, options, fixed income and other securities on numerous exchanges, markets and liquidity pools in numerous countries around the world. The Company is managed and operated as one business. Accordingly, the Company operates under one reportable segment. Pro Forma Impact of Distributions in Connection with Initial Public Offering The Company made a cash distribution of $50.0 million to its members prior to the consummation of Virtu Financial, Inc.’s initial public offering in April 2015 (funded from cash on hand). Additionally, the Company intends to make a further cash distribution of up to $50.0 million to its members following the consummation of such offering. The Company expects that this further distribution will be funded from cash on hand and excess cash held at clearing deposits from broker dealers and clearing organizations. Basis of Presentation These condensed consolidated financial statements are presented in U.S. dollars and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-Q and accounting standards generally accepted in the United States of America (“U.S. GAAP”) promulgated in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”). These condensed consolidated financial statements are unaudited and include all adjustments of a normal, recurring nature necessary to present fairly the financial condition as of March 31, 2015 and December 31, 2014, the results of operations and comprehensive income and cash flows for the three months ended March 31, 2015 and 2014. The condensed consolidated financial statement information as of December 31, 2014 has been derived from the 2014 audited consolidated financial statements. The results of operations for interim periods are not necessarily indicative of results for the entire year. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Virtu Financial, Inc.’s final prospectus filed with the SEC on April 16, 2015 (the “Prospectus”) for the offering of Class A common stock, par value $0.00001 per share (the “Class A common stock”). See Note 15 to the condensed consolidated financial statements for information regarding the Reorganization Transactions (as defined in Note 15) and Virtu Financial, Inc.’s IPO. Principles of Consolidation The condensed consolidated financial statements include the accounts of Virtu Financial and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Virtu Financial LLC and Subsidiaries | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The Company’s condensed consolidated financial statements are prepared in conformity with US GAAP, which require management to make estimates and assumptions regarding fair value measurements including trading assets and liabilities, goodwill and intangibles, compensation accruals, capitalized software, and other matters that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers cash equivalents as highly liquid investments with original maturities of less than three months when acquired. The Company maintains cash in bank deposit accounts that, at times, may exceed federally insured limits. Securities Borrowed and Securities Loaned The Company conducts securities borrowing and lending activities with external counterparties. In connection with these transactions, the Company receives or posts collateral. These transactions are collateralized by cash or securities. In accordance with substantially all of its stock borrow agreements, the Company is permitted to sell or repledge the securities received. Securities borrowed or loaned are recorded based on the amount of cash collateral advanced or received. The initial collateral advanced or received generally approximates or is greater than 102% of the fair value of the underlying securities borrowed or loaned. The Company monitors the fair value of securities borrowed and loaned, and delivers or obtains additional collateral as appropriate. Receivables and payables with the same counterparty are not offset in the condensed consolidated statements of financial condition. For these transactions, the interest received or paid by the Company is recorded gross on an accrual basis under interest and dividends income or interest and dividends expense in the condensed consolidated statements of comprehensive income. Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase In a repurchase agreement, securities sold under agreements to repurchase are treated as collateralized financing transactions and are recorded at contract value, plus accrued interest, which approximates fair value. It is the Company’s policy that its custodian takes possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest. For reverse repurchase agreements, the Company typically requires delivery of collateral with a fair value approximately equal to the carrying value of the relevant assets in the condensed consolidated statements of financial condition. To ensure that the fair value of the underlying collateral remains sufficient, the collateral is valued daily with additional collateral obtained or excess collateral returned, as permitted under contractual provisions. The Company does not net securities purchased under agreements to resell transactions with securities sold under agreements to repurchase transactions entered into with the same counterparty. Receivables from/Payables to Broker-dealers and Clearing Organizations Amounts receivable from broker-dealers and clearing organizations may be restricted to the extent that they serve as deposits for securities sold, not yet purchased. At March 31, 2015 and December 31, 2014, receivables from and payables to broker-dealers and clearing organizations primarily represent amounts due for unsettled trades, open equity in futures transactions, securities failed to deliver or failed to receive, deposits with clearing organizations or exchanges and balances due from or due to prime brokers in relation to the Company’s trading. The Company also offsets the outstanding principal balances on all short term credit facilities against amounts receivable from and payable to broker-dealers and clearing organizations when the criteria for offsetting are met. In the normal course of business, substantially all of the Company’s securities transactions, money balances, and security positions are transacted with several brokers. The Company is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The Company’s management monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. Financial Instruments Owned Including Those Pledged as Collateral and Financial Instruments Sold, Not Yet Purchased The Company carries financial instruments owned, including those pledged as collateral, and financial instruments sold, not yet purchased at fair value. Gains and losses arising from financial instrument transactions are recorded net on a trade-date basis in trading income on the condensed consolidated statements of comprehensive income. Fair Value Measurements At March 31, 2015 and December 31, 2014, substantially all of Company’s financial assets and liabilities, except for long-term borrowings and certain exchange memberships, were carried at fair value based on published market prices and are marked to market daily or were short-term in nature and were carried at amounts that approximate fair value. The Company’s assets and liabilities have been categorized based upon a fair value hierarchy in accordance with ASC 820-10, Fair Value Measurements and Disclosures . ASC 820-10 defines fair value as the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. The recognition of ‘‘block discounts’’ for large holdings of unrestricted financial instruments where quoted prices are readily and regularly available in an active market is prohibited. ASC 820-10 requires a three level hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy level assigned to each financial instrument is based on the assessment of the transparency and reliability of the inputs used in the valuation of such financial instruments at the measurement date based on the lowest level of input that is significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Transfers in or out are recognized based on the beginning fair value of the period in which they occurred. There were no transfers of financial instruments between levels during the quarters ended March 31, 2015 and 2014. Derivative Instruments Derivative instruments used for trading purposes, including economic hedges of trading instruments, are carried at fair value. Fair values for exchange-traded derivatives, principally futures, are based on quoted market prices. Fair values for over-the-counter derivative instruments, principally forward contracts, are based on the values of the underlying financial instruments within the contract. The underlying derivative instruments are currencies which are actively traded. Derivative instruments used for economic hedging purposes include futures, forward contracts, and options. Unrealized gains or losses on these derivative instruments are recognized currently in the Condensed Consolidated Statements of comprehensive income as trading income, net. The Company does not apply hedge accounting as defined in ASC 815, Derivatives and Hedging ; accordingly all derivative instruments are recorded at fair value with changes in fair values reflected in earnings. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation, except for the assets acquired in connection with the acquisition of MTH which were recorded at fair value on the date of acquisition. Depreciation is provided using the straight-line method over estimated useful lives of the underlying asset. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that appreciably extend the useful life of the assets are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. The useful lives of furniture and fixtures are as follows: Furniture, fixtures and equipment 3 to 7 years Leasehold improvements 7 years or length of lease term, whichever is shorter Capitalized Software The Company accounts for the costs of computer software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software . The Company capitalizes costs of materials, consultants, and payroll and payroll related costs for employees incurred in developing internal-use software. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Management’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The Company’s capitalized software development costs were approximately $2.7 million and $3.1 million for the quarters ended March 31, 2015 and 2014, respectively. The related amortization expense was approximately $2.5 million and $2.6 million for the quarters ended March 31, 2015 and 2014, respectively. Capitalized software development costs and related accumulated amortization are included in property, equipment and capitalized software on the accompanying condensed consolidated statements of financial condition and are amortized over a period of 1.4 to 2.5 years, which represents the estimated useful lives of the underlying software. Goodwill Goodwill represents the excess of the purchase price over the underlying net tangible and intangible assets of our acquisitions. Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. We operate in one operating segment, which is our only reporting unit. The goodwill impairment test is a two-step process. The first step is used to identify potential impairment and compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test must be performed. The second step is used to measure the amount of impairment loss, if any, and compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss must be recognized in an amount equal to that excess. The primary valuation methods we use to estimate the fair value of our reporting unit are the income and market approaches. In applying the income approach, projected available cash flows and the terminal value are discounted to present value to derive an indication of fair value of the business enterprise. The market approach compares the reporting unit to selected reasonably similar publicly-traded companies. The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events or circumstances exist. There were no triggering events that would have caused the Company to assess goodwill for impairment during the three months ended March 31, 2015 and 2014. Intangible Assets The Company amortizes finite-lived intangible assets over their estimated useful lives. Finite-lived intangible assets are tested for impairment annually or when impairment indicators are present, and if impaired, written down to fair value. Exchange Memberships and Stock Exchange memberships are recorded at cost or, if any other than temporary impairment in value has occurred, at a value that reflects management’s estimate of fair value, in accordance with ASC 940-340, Financial Services — Broker and Dealers . Exchange stock includes shares that entitles the Company to certain trading privileges. The shares are marked to market with the corresponding gain or loss recorded in the condensed consolidated statements of comprehensive income. The Company’s exchange memberships and stock are included in other assets on the condensed consolidated statements of financial condition. Trading Income Trading income is comprised 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. 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 condensed consolidated statements of comprehensive income. Interest and Dividends Income/Interest and Dividends Expense Interest income and interest expense are accrued in accordance with contractual rates. Interest income consists of interest earned on collateralized financing arrangements and on cash held by brokers. Interest expense includes interest expense from collateralized transactions, margin and related lines of credit. Dividends on financial instruments owned including those pledged as collateral and financial instruments sold, not yet purchased are recorded on the ex-dividend date and interest is recognized on the accrual basis. Technology Services Technology services revenues consist of fees paid by third parties for licensing of our proprietary risk management and trading infrastructure technology and provision of associated management and hosting services. These fees include both upfront and annual recurring fees. Revenue from technology services is recognized once persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. Revenue is recognized ratably over the contractual service period. Rebates Rebates consist of volume discounts, credits or payments received from exchanges or other market places related to the placement and/or removal of liquidity from the order flow in the marketplace. Rebates are recorded on an accrual basis and included net within brokerage, exchange and clearance fees in the accompanying condensed consolidated statements of comprehensive income. Income Taxes The Company is a limited liability company and is treated as a pass-through entity for United States federal, state, and local income tax purposes. Accordingly, no provision for income taxes is required. Certain of the Company’s wholly owned subsidiaries are subject to income taxes in foreign jurisdictions. The provision for income tax is comprised of current tax and deferred tax. Current tax represents the tax on current year tax returns, using tax rates enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the asset can be utilized. The Company recognizes the tax benefit from an uncertain tax position, in accordance with ASC 740, Income Taxes only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authority, including resolution of the appeals or litigation processes, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit for each such position that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Many factors are considered when evaluating and estimating the tax positions and tax benefits. Such estimates involve interpretations of regulations, rulings, case law, etc. and are inherently complex. The Company’s estimates may require periodic adjustments and may not accurately anticipate actual outcomes as resolution of income tax treatments in individual jurisdictions typically would not be known for several years after completion of any fiscal year. The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2015 and December 31, 2014 or the results of operations for the three months ended March 31, 2015 and 2014. Comprehensive Income and Foreign Currency Translation The Company’s operating results are reported in the condensed consolidated statements of comprehensive income pursuant to Accounting Standards Update 2011-05, Comprehensive Income . Comprehensive income consists of two components: net income and other comprehensive income (“OCI”). OCI is comprised of revenues, expenses, gains and losses that are reported in the comprehensive income section of the consolidated statements of comprehensive income, but are excluded from reported net income. The Company’s OCI is comprised of foreign currency translation adjustments. Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at period-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the period. Gains and losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in other comprehensive income, a separate component of members’ equity. Share-Based Compensation The Company accounts for share-based compensation transactions with employees under the provisions of ASC 718, Compensation: Stock Compensation . ASC 718 requires a share-based payment transaction with employees to be measured based on the fair value of equity instruments issued. The fair value of awards issued for compensation is determined by management, with the assistance of an independent third party valuation firm, using a projected annual forfeiture rate, where applicable, on the date of grant. The fair value of share based awards granted to employees is expensed based on the vesting conditions. Recent Accounting Pronouncements Revenue - In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods, and interim periods within that period, beginning after December 15, 2016 (fiscal year 2018 for the Company) and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company has not yet determined the potential effects of the adoption of ASU 2014-09 on its condensed consolidated financial statements Repurchase Agreements - In June, 2014, the FASB released ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures . The amendment changes the accounting for repurchase financing transactions and for repurchase-to-maturity transactions to secured borrowing accounting. The accounting changes are effective for the Company beginning in the first quarter of 2015. The effect of the accounting changes on transactions outstanding as of the effective date are required to be presented as a cumulative effect adjustment to retained earnings as January 1, 2015. The Company is currently evaluating the impact of the new amendment but believes the effect on the condensed consolidated statements of financial condition and comprehensive income will be immaterial, as the Company currently does not enter into these types of repurchase transactions. The amendment also requires additional disclosures for repurchase agreements and securities lending transactions regarding the class of collateral pledged and the remaining contractual tenor of the agreements, as well as a discussion of the potential risks associated with the agreements and the related collateral pledged, and how those risks are managed. Additional disclosures are required for repurchase agreements, securities lending transactions, sales with a total return swap, and other similar transfers of financial assets that are accounted for as a sale. The additional disclosures are required to be presented beginning in the second quarter of 2015. Compensation — In June 2014, the Emerging Issues Task Force (the ‘‘EITF’’) of the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . The amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 (fiscal year 2016 for the Company). Earlier adoption is permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements. Going Concern — In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The guidance will explicitly require management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The new standard will be effective in the first annual period ending after December 15, 2016 (fiscal year 2017 for the Company). Earlier adoption is permitted. The Company will implement this new standard on the required effective date. Hybrid Financial Instruments — In November 2014, the EITF of the FASB issued ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity . The ASU requires that for hybrid financial instruments issued in the form of a share, an entity should determine the nature of the host contract by considering all stated and implied substantive terms and features of the hybrid financial instrument, weighing each term and feature on the basis of relevant facts and circumstances. An entity should use judgment based on an evaluation of all the relevant terms and features, and should consider the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015 (fiscal year 2016 for the Company) and interim periods within fiscal years beginning after December 15, 2016. Early adoption, including adoption in an interim period, is permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements. Debt Issuance Costs — In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . The ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as a deferred charge asset. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015 (fiscal year 2016 for the Company), and interim periods within those fiscal years. Early adoption of the amendment is permitted and the Company has elected to early adopt this ASU effective as of March 31, 2015. The new guidance has been applied on a retrospective basis, wherein the accompanying condensed consolidated statements of financial condition have been adjusted to reflect the period-specific effects of applying the new guidance. Refer to Note 6 for additional information regarding the impact of this guidance on the Company’s condensed consolidated financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets There were no changes in the carrying amount of goodwill for the three months ended March 31, 2015 and 2014. No goodwill impairment was recognized in the three months ended March 31, 2015 and 2014. Acquired intangible assets consisted of the following as of March 31, 2015 and December 31, 2014: As of March 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Purchased technology $ $ $ — 1.4 to 2.5 ETF issuer relationships 9 ETF buyer relationships 9 $ $ $ As of December 31, 2014 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Purchased technology $ $ $ — 1.4 to 2.5 ETF issuer relationships 9 ETF buyer relationships 9 $ $ $ Amortization expense relating to finite-lived intangible assets was approximately $0.05 million and $0.05 million for the three months ended March 31, 2015 and 2014, respectively. This is included in amortization of purchased intangibles and acquired capitalized software in the accompanying condensed consolidated statements of comprehensive income. |
Receivables from_Payables to Br
Receivables from/Payables to Broker-Dealers and Clearing Organizations | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Receivables from/Payables to Broker-Dealers and Clearing Organizations | 4. Receivables from/Payables to Broker-Dealers and Clearing Organizations The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at March 31, 2015 and December 31, 2014: March 31, December 31, (in thousands) 2015 2014 Assets Due from prime brokers $ $ Deposits with clearing organizations Net equity with futures commission merchants Unsettled trades Securities failed to deliver Total receivables from broker-dealers and clearing organizations $ $ Liabilities Due to prime brokers $ $ Net equity with futures commission merchants Unsettled trades Securities failed to receive Total payables to broker-dealers and clearing organizations $ $ Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s short-term credit facilities of approximately $241.8 million and $183.0 million as of March 31, 2015 and December 31, 2014, respectively. The loan proceeds from the credit facilities are available only to meet the initial margin requirements associated with the Company’s ordinary course futures and other trading positions, which are held in the Company’s trading accounts with an affiliate of the respective financial institutions. The credit facilities are fully collateralized by the Company’s trading accounts and deposit accounts with these financial institutions. “Securities failed to deliver” and “Securities failed to receive” include amounts with a clearing organization and other broker-dealers. |
Collateralized Transactions
Collateralized Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Collateralized Transactions | 5. Collateralized Transactions The Company is permitted to sell or repledge securities received as collateral and use these securities to secure repurchase agreements, enter into securities lending transactions or deliver these securities to counterparties or clearing organizations to cover short positions. At March 31, 2015 and December 31, 2014, substantially all of the securities received as collateral have been repledged. Amounts relating to collateralized transactions at March 31, 2015 and December 31, 2014 are summarized as follows: March 31, December 31, (In thousands) 2015 2014 Securities received as collateral: Securities borrowed $ $ Securities purchased under agreements to resell $ $ In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements. Financial instruments owned and pledged, where the counterparty has the right to repledge, at March 31, 2015 and December 31, 2014 consisted of the following: March 31, December 31, (In thousands) 2015 2014 Equities $ $ Exchange traded notes $ $ |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Borrowings | 6. Borrowings Broker-Dealer Credit Facilities The Company is a party to two secured credit facilities with the same financial institution to finance overnight securities positions purchased as part of its ordinary course broker-dealer market making activities. One of the facilities (the “Uncommitted Facility”), is provided on an uncommitted basis and is available for borrowings by the Company’s broker-dealer subsidiaries up to a maximum amount of $100.0 million. In connection with this credit facility, the Company has entered into demand promissory notes dated February 20, 2013. The loans provided under the Uncommitted Facility are collateralized by the Company’s broker-dealer trading and deposit accounts with the same financial institution and, bear interest at a rate set by the financial institution on a daily basis (1.13% at March 31, 2015 and 1.12% at December 31, 2014). The Uncommitted Facility has a 364-day term. The Company is party to another facility (the “Committed Facility”) with the same financial institution dated July 22, 2013 which is provided on a committed basis and is available for borrowings by one of the Company’s broker-dealer subsidiaries up to a maximum of the lesser of $50.0 million or an amount determined based on agreed advance rates for pledged securities. The Committed Facility is subject to certain financial covenants, including a minimum tangible net worth, a maximum total assets to equity ratio, and a minimum excess net capital, each as defined. The Committed Facility bears interest at a rate per annum at the Company’s election equal to either an adjusted LIBOR rate or base rate, plus a margin of 1.25% per annum, and has a term of 364 days. As of March 31, 2015 and December 31, 2014, the Company did not have any outstanding principal balance on the Uncommitted Facility or the Committed Facility. Interest expense for the three months ended March 31, 2015 and 2014 was approximately $0.1 million and $0.1 million, respectively. Interest expense is included within interest and dividends expense in the accompanying condensed consolidated statements of comprehensive income. Short-Term Credit Facilities The Company entered into a credit facility with a financial institution on April 26, 2010, amended on December 10, 2010 and July 1, 2011. The loan proceeds of the credit facility are available only for meeting the initial margin requirements associated with the Company’s ordinary course futures trading positions held in its trading account with a prime brokerage affiliate of the financial institution, and the amount available for borrowing is the lesser of $35.0 million or 80% of the initial margin requirement. These borrowings are collateralized by the Company’s trading accounts and deposit accounts with the financial institution and its brokerage affiliate. The loan is payable on demand and interest on daily unpaid principal balances bears interest at rate per annum quoted by the financial institution each day (2.13% at March 31, 2015 and 2.05% December 31, 2014). Any balance that is not paid upon demand bears interest at the higher of the rate in effect for such loan plus 2% or the prime rate plus 2%. As of March 31, 2015 and December 31, 2014, the outstanding principal payable balance on the facility was approximately $32.6 million and $26.7 million, respectively, which was recorded as an offset against receivables from broker-dealers and clearing organizations in the accompanying condensed consolidated statements of financial condition. Interest expense for the three months ended March 31, 2015 and 2014 was approximately $0.2 million and $0.1 million, respectively. Interest expense is recorded within interest and dividends expense in the accompanying condensed consolidated statements of comprehensive income. The Company entered into a $200.0 million credit facility with a financial institution on June 29, 2011 which was increased to $300.0 million on February 17, 2012. The loan proceeds of the credit facility are available only for meeting margin requirements associated with the products traded by the Company in the ordinary course using the financial institution’s affiliate as its prime broker. The credit facility is collateralized by the Company’s trading accounts for these products with the financial institution’s affiliate and bears interest at 1.00% per annum in excess of the federal funds target rate of 0.25% (1.16% at March 31, 2015 and 1.25% at December 31, 2014). The credit facility is subject to certain financial covenants, including minimum account balances and loan ratios, as defined. The outstanding principal balance on the line of credit was approximately $168.5 million and $124.3 million as of March 31, 2015 and December 31, 2014, respectively, and recorded within receivables from broker-dealers and clearing organizations in the accompanying condensed consolidated statements of financial condition. Interest expense for the three months ended March 31, 2015 and 2014 was approximately $0.4 million and $0.6 million, respectively. Interest expense is recorded within interest and dividends expense in the accompanying condensed consolidated statements of comprehensive income. The Company entered into a credit facility with a financial institution on August 8, 2011 with approximately $10.0 million available for borrowing. The loan proceeds of the credit facility are available only to finance the Company’s ordinary course securities positions held in its trading account with the financial institution’s prime brokerage affiliate. The credit facility is collateralized by the securities held in such account and bears interest at the rate published by Bank of Mexico on business day immediately preceding the date on which the calculation is made. There were no outstanding balances as of March 31, 2015 and December 31, 2014. Interest expense for the three months ended March 31, 2015 and 2014 was approximately $0.3 million and $0, respectively. Interest expense is recorded within interest and dividends expense in the accompanying condensed consolidated statements of comprehensive income. The Company entered into a credit facility with a financial institution on March 6, 2013 whereby the loan proceeds of the credit facility are available only for meeting the initial margin requirements associated with the Company’s ordinary course futures trading positions held in its trading account with an affiliate of the financial institution, and the amount available for borrowing is the lesser of $40.0 million or 80% of the initial margin requirement. These borrowings are collateralized by the Company’s trading accounts and deposit accounts with the financial institution and its prime brokerage affiliate. The loan is payable on demand and interest on daily unpaid principal balances bears interest at 2.00% per annum in excess of the interest period average of daily opening federal funds target rate (2.12% at March 31, 2015 and 2.12% at December 31, 2014). As of March 31, 2015 and December 31, 2014, the outstanding principal balance on the line was approximately $38.6 million and $31.9 million, respectively, which was recorded within receivables from broker-dealers and clearing organizations in the accompanying condensed consolidated statements of financial condition. Interest expense for the three months ended, March 31, 2015 and 2014 was approximately $0.2 million and $0.1 million, respectively. Interest expense is recorded within interest and dividends expense in the accompanying condensed consolidated statements of comprehensive income. The Company entered into a $20.0 million credit facility with a financial institution on June 24, 2014, amended on December 1, 2014. The loan proceeds of the credit facility are available only for meeting margin requirements associated with the products traded by the Company in the ordinary course using the financial institution’s affiliate as its prime broker. The credit facility is collateralized by the Company’s trading accounts for these products with the financial institution’s affiliate and bears interest at 1.10% per annum in excess of USD LIBOR. The credit facility is subject to certain financial covenants, including minimum account balances and loan ratios, as defined. As of March 31, 2015 and December 31, 2014, the outstanding principal balance on the line of credit was approximately $2.1 million and $0.1 million, respectively, which was recorded within receivables from broker-dealers and clearing organizations in the accompanying condensed consolidated statements of financial condition. Interest expense for the three months ended March 31, 2015 and December 31, 2014 was approximately $0 for both periods. The Company entered into a $3.0 million credit facility with a financial institution on August 6, 2014, which was increased to $5.0 million on October 17, 2014. The loan proceeds of the credit facility are available only to finance the Company’s ordinary course securities positions held in its trading account with the financial institution’s affiliate. The credit facility is collateralized by the Company’s trading accounts for these products with the financial institution’s affiliate and bears interest at 9% per annum, subject to change by the financial institution from time to time with at least ten business days’ notice. There were no outstanding principal balances as of March 31, 2015 and December 31, 2014. Interest expense for the three months ended March 31, 2015 and December 31, 2014 was approximately $0.2 million and $0.1 million, respectively, which was recorded within interest and dividends expense in the accompanying condensed consolidated statements of comprehensive income. Senior Secured Credit Facility On July 8, 2011, the Company funded a portion of the MTH acquisition with a term loan provided by a syndicate of financial institutions in the amount of $320.0 million to the Company’s wholly owned subsidiary, VFH Parent LLC (“VFH”). The credit facility was issued at a discount of 2.0% or $313.6 million, net of $6.4 million discount. The credit facility was initially subject to quarterly principal payments beginning on December 31, 2011 with the unpaid principal payable on maturity on July 8, 2016. Under the terms of the loan, VFH is subject to certain financial covenants, including a total net leverage ratio and an interest coverage ratio, as defined in the credit agreement. VFH is also subject to contingent principal payments based on excess cash flow, as defined in the credit agreement, and certain other triggering events. Borrowings are collateralized by substantially all the assets of the Company, other than the equity interests in and assets of its registered broker-dealer and foreign subsidiaries, but including 100% of the non-voting stock and 65% of the voting stock of the Company’s or its domestic subsidiaries’ direct foreign subsidiaries. The credit facility was amended on February 5, 2013, May 1, 2013 and November 8, 2013. The amendments resulted in a decreased interest rate, changes in certain operating covenants, and an increase in principal amount outstanding by $150.0 million on May 1, 2013 and $106.7 million on November 8, 2013, respectively. Additionally, the amendments reduced the annual amortization obligation from 15% of the original principal amount to approximately 1% of the outstanding principal amount as of November 8, 2013, which was $510.0 million. The terms of the amended credit facility are otherwise substantially similar terms to the original credit facility, except as set forth below. The credit facility bears interest at a rate per annum at the Company’s election equal to either (i) the greatest of (a) the prime rate in effect, (b) the federal funds effective rate (as defined in the credit agreement) plus 0.5% (c) the adjusted LIBOR rate (as defined in the credit agreement) for a Eurodollar borrowing with an interest period of one month plus 1%, and (d) 2.25% plus, in each case, 3.5%, or (ii) the greater of (x) the adjusted LIBOR rate for the interest period in effect and (y) 1.25%, plus 4.5%. Pursuant to the amendment, each incremental spread will be reduced by 0.50% upon the consummation of a qualifying initial public offering. The rate at March 31, 2015 was 5.75%. Aggregate future required minimum principal payments based on the terms of this loan at March 31, 2015 were as follows: (in thousands) 2015 $ 2016 2017 2018 and thereafter Total maturities of long-term debt $ Net carrying amount of deferred financing fees capitalized in connection with the financing were approximately $4.8 million and $5.1 million, respectively, as of March 31, 2015 and December 31, 2014, which are included as a deduction to senior secured credit facility in the accompanying condensed consolidated statements of financial condition. The Company retrospectively adopted ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , wherein the accompanying condensed consolidated statements of financial condition have been adjusted to reflect the period specific effects of applying the new guidance. After retrospectively applying the new guidance, the Company reclassified approximately $5.1 million in deferred financing fees as of December 31, 2014 previously included within other assets to senior secured credit facility in the accompanying condensed consolidated statements of financial condition. Amortization expense related to the deferred financing fees was approximately $0.3 million and $0.3 million for the three months ended March 31, 2015 and 2014, respectively. Amortization expense is included within financing interest expense on senior secured credit facility in the accompanying condensed consolidated statements of comprehensive income. Accretion related to the net carrying amount of debt discount of $1.8 million and $1.9 million, respectively, as of March 31, 2015 and December 31, 2014, was approximately $0.1 million and $0.1 million for the three months ended March 31, 2015 and 2014, and is included within financing interest expense on senior secured credit facility in the accompanying condensed consolidated statements of comprehensive income. |
Financial Assets and Liabilitie
Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Financial Assets and Liabilities | 7. Financial Assets and Liabilities At March 31, 2015 and December 31, 2014, substantially all of Company’s financial assets and liabilities, except for the senior secured credit facility and certain exchange memberships, were carried at fair value based on published market prices and are marked to market daily or were short-term in nature and were carried at amounts that approximate fair value. The Company determined that the carrying value of the Company’s senior secured credit facility approximates fair value as of March 31, 2015 and December 31, 2014 based on the quoted over-the-counter market prices provided by the issuer of the senior secured credit facility, which was categorized as Level 2. The fair value of equities, U.S. government obligations and exchange traded notes is estimated using recently executed transactions and market price quotations in active markets and are categorized as Level 1 with the exception of inactively traded equities which are categorized as Level 2. Fair value of the Company’s derivative contracts is based on the indicative prices obtained from the banks that are counterparties to these contracts, as well as management’s own analyses. The indicative prices have been independently validated through the Company’s risk management systems, which are designed to check prices with information independently obtained from exchanges and venues where such financial instruments are listed or to compare prices of similar instruments with similar maturities for listed financial futures in foreign exchange. At March 31, 2015 and December 31, 2014, the Company’s derivative contracts and non-U.S. government obligations have been categorized as Level 2. Transfers in or out of levels are recognized based on the beginning fair value of the period in which they occurred. There were no transfers of financial instruments between levels during the quarters ended March 31, 2015 and 2014. Fair value measurements for those items measured on a recurring basis are summarized below as of March 31, 2015: March 31, 2015 Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Counter- Identical Assets Inputs Inputs Party Total Fair (in thousands) (Level 1) (Level 2) (Level 3) Netting Value Assets Financial instruments owned, at fair value: Equity securities $ $ $ — $ — $ U.S. and Non-U.S. government obligations — — Exchange traded notes — — — Currency forwards — — ) Options — — — $ $ $ — $ ) $ Financial instruments owned, pledged as collateral: Equity securities $ $ — $ — $ — $ Exchange traded notes — — — $ $ — $ — $ — $ Other Assets Exchange stock $ $ — $ — $ — $ $ $ — $ — $ — $ Liabilities Financial instruments sold, not yet purchased, at fair value: Equity securities $ $ $ — $ — $ U.S. and Non-U.S. government obligations — — — Exchange traded notes — — — Interest rate swaps — — — Currency forwards — — ) Options — — — $ $ $ — $ ) $ Fair value measurements for those items measured on a recurring basis are summarized below as of December 31, 2014: (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter- Party Netting Total Fair Value Assets Financial instruments owned, at fair value: Equity securities $ $ $ — $ — $ U.S. and non-U.S. government obligations — — — Exchange traded notes — — — Currency forwards — — ) Options — — — $ $ $ — $ ) $ Financial instruments owned, pledged as collateral: Equity securities $ $ — $ — $ — $ Exchange traded notes — — — $ $ — $ — $ — $ Other Assets Exchange stock $ $ — $ — $ — $ $ $ — $ — $ — $ Liabilities Financial instruments sold, not yet purchased, at fair value: Equity securities $ $ $ — $ — $ U.S. and non-U.S. government obligations — — — Exchange traded notes — — — Currency forwards — — ) Options — — — Interest rate swaps — — — $ $ $ — $ ) $ The Company adopted the guidance in ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities for periods beginning after January 1, 2013. This authoritative guidance requires companies to report disclosures of offsetting assets and liabilities. The Company does not net securities borrowed and securities loaned, or securities purchased under agreements to resell and securities sold under agreements to repurchase. These financial instruments are presented on a gross basis in the condensed consolidated statements of financial condition. In the tables below, the amounts of financial instruments owned that are not offset in the condensed consolidated statements of financial condition, but could be netted against financial liabilities with specific counterparties under legally enforceable master netting agreements in the event of default, are presented to provide financial statement readers with the Company’s estimate of its net exposure to counterparties for these financial instruments. The following tables set forth the netting of certain financial assets and financial liabilities as of March 31, 2015 and December 31, 2014, pursuant to the requirements of ASU 2011-11 and ASU 2013-01. March 31, 2015 Gross Amounts Net Amounts of Offset in the Assets Presented in Gross Amounts Not Offset in the Condensed the Condensed Condensed Consolidated Gross Amounts of Consolidated Consolidated Statement of Financial Condition Recognized Statement of Statement of Financial Cash Collateral (in thousands) Assets Financial Condition Financial Condition Instruments Received Net Amount Offsetting of Financial Assets: Securities borrowed $ $ — $ $ ) $ — $ Securities purchased under agreements to resell — ) — — Trading assets, at fair value: Currency forwards ) — ) Options — ) — — Total $ $ ) $ $ ) $ ) $ Gross Amounts Net Amounts of Offset in the Liabilities Presented in Gross Amounts Not Offset in the Condensed the Condensed Condensed Consolidated Gross Amounts of Consolidated Consolidated Statement of Financial Condition Recognized Statement of Statement of Financial Cash Collateral Liabilities Financial Condition Financial Condition Instruments Pledged Net Amount Offsetting of Financial Liabilities: Securities loaned $ $ — $ $ ) $ ) $ Securities sold under agreements to repurchase — ) — — Trading liabilities, at fair value: Currency forwards ) — ) Options — ) ) — Interest rate swaps — — ) — Total $ $ ) $ $ ) $ ) $ December 31, 2014 Gross Gross Amounts Offset in the Condensed Consolidated Net Amounts of Assets Presented in the Condensed Consolidated Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition (in thousands) Amounts of Recognized Assets Statement of Financial Condition Statement of Financial Condition Financial Instruments Cash Collateral Received Net Amount Offsetting of Financial Assets: Securities borrowed $ $ — $ $ ) $ — $ Securities purchased under agreements to resell — ) — — Trading assets, at fair value: Currency forwards ) — — Options ) — Total $ $ ) $ $ ) $ — $ Gross Gross Amounts Offset in the Condensed Consolidated Net Amounts of Liabilities Presented in the Condensed Consolidated Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition (in thousands) Amounts of Recognized Liabilities Statement of Financial Condition Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount Offsetting of Financial Liabilities: Securities loaned $ $ — $ $ ) $ ) $ Securities sold under agreements to repurchase — ) — — Trading liabilities, at fair value: Currency forwards ) — ) — Options — ) — — Interest rate swaps — — ) — Total $ $ ) $ $ ) $ ) $ Excluded from the fair value and offsetting tables above is net variation margin on long and short futures contracts in the amounts of $(64.2) million and $46.4 million, which are included within receivables from broker-dealers and clearing organizations as of March 31, 2015 and December 31, 2014, respectively, and $(2.9) million and $(3.6) million, which are included within payables to broker-dealers and clearing organizations as of March 31, 2015 and December 31, 2014, respectively. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Derivative Instruments | 8. Derivative Instruments The fair value of the Company’s derivative instruments on a gross basis consisted of the following at March 31, 2015 and December 31, 2014: (in thousands) March 31, 2015 December 31, 2014 Derivatives Assets Balance Sheet Classification Fair Value Notional Fair Value Notional Equities futures Receivables from broker dealers and clearing organizations $ $ $ $ Commodity futures Receivables from broker dealers and clearing organizations ) Currency futures Receivables from broker dealers and clearing organizations ) Treasury futures Receivables from broker dealers and clearing organizations ) Options Financial instruments owned Currency forwards Financial instruments owned Derivatives Liabilities Balance Sheet Classification Fair Value Notional Fair Value Notional Equities futures Payables to broker dealers and clearing organizations $ $ $ ) $ Commodity futures Payables to broker dealers and clearing organizations ) ) Currency futures Payables to broker dealers and clearing organizations ) ) Options Financial instruments sold, not yet purchased Currency forwards Financial instruments sold, not yet purchased Interest rate swaps Financial instruments sold, not yet purchased Amounts included in receivables from and payables to broker-dealers and clearing organizations represent variation margin on long and short futures contracts. The following table summarizes the gain impact that derivative instruments not designated as hedging instruments under ASC 815, which are recorded in trading income, net in the accompanying condensed consolidated statements of comprehensive income for the three months ended March 31, 2015 and 2014: For the Three Months Ended March 31, (in thousands) 2015 2014 Futures $ $ Currency forwards Options ) Interest rate swaps — $ $ |
Income Taxes30
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes | 4. Income Taxes The Company is subject to taxes at the U.S. federal statutory rate of 35%. For the three months ended March 31, 2015 and 2014, the Company recognized income tax benefits of $0 and $4,744, respectively, due to current losses. A deferred tax asset relating to the carryforward losses has been recognized in the amount of $4,744 and $4,744 as of March 31, 2015 and December 31, 2014, respectively. The provisions of ASC 740 require that carrying amounts of deferred tax assets be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets. A valuation allowance against deferred tax assets at the balance sheet date is not considered necessary, because it is more likely than not the deferred tax asset will be fully realized. |
Virtu Financial LLC and Subsidiaries | |
Income Taxes | 9. Income Taxes Net income (loss) before income taxes is as follows for the quarters ended March 31, 2015 and 2014: For the quarters ended March 31, (in thousands) 2015 2014 U.S. operations $ $ Non-U.S. operations $ $ The provision for income taxes consists of the following for the quarters ended March 31, 2015 and 2014: For the quarters ended March 31, (in thousands) 2015 2014 Current provision Non-US $ $ Deferred benefit Non-US — Provision (benefit) for income taxes $ $ The reconciliation of the tax provision at the U.S. Federal statutory rate to the provision for income taxes for the quarters ended March 31, 2015 and 2014 is as follows: For the quarters ended March 31, (in thousands, except percentages) 2015 2014 Tax provision at the U.S. federal statutory rate — — — — Foreign taxes $ % $ % Provision (benefit) for income taxes $ % $ % The components of the deferred tax assets and liabilities as of March 31, 2015 and December 31, 2014 are as follows: March 31, December 31, (in thousands) 2015 2014 Deferred income tax assets Share-based compensation $ $ Fixed assets Other — Total deferred income tax assets $ $ Deferred income tax liabilities Fixed assets $ $ — Total deferred income tax liabilities $ $ — There are no expiration dates on the deferred tax assets. The provisions of ASC 740 require that carrying amounts of deferred tax assets be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets. A valuation allowance against deferred tax assets at the balance sheet date is not considered necessary, because it is more likely than not the deferred tax asset will be fully realized. There are no unrecognized tax benefits as of March 31, 2015 and December 31, 2014. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Commitments, Contingencies and Guarantees | 10. Commitments, Contingencies and Guarantees Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. The Company has also been, is currently, and may in the future be, the subject of one or more regulatory or self-regulatory organization enforcement actions, including but not limited to targeted and routine regulatory inquiries and investigations involving Regulation NMS, Regulation SHO, capital requirements and other domestic and foreign securities rules and regulations. In addition, the Autorité des marchés financiers is examining the trading activities of a subsidiary of MTH in certain French listed equity securities on or around 2009. The Company has also been the subject of requests for information and documents from the SEC and the State of New York Office of the Attorney General (‘‘NYAG’’). The ultimate effect on the Company from certain of these matters may result in adverse judgments, settlements, fines, penalties, injunctions or other relief, and the Company’s business or reputation could be negatively impacted if it were determined that disciplinary or other enforcement actions were required. The ultimate effect on the Company from the pending proceedings and claims, if any, is presently unknown. Where available information indicates that it is probable a liability had been incurred at the date of the financial statements and the Company can reasonably estimate the amount of that loss, the Company accrues the estimated loss by a charge to income. Based on information currently available, management believes that the resolution of any known matters will not result in any material adverse effect on the Company’s financial position, results of operations or cash flows. Indemnification Arrangements Consistent with standard business practices in the normal course of business, the Company has provided general indemnifications to its managers, officers, employees, and agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by such persons under certain circumstances as more fully disclosed in its operating agreement. The overall maximum amount of the obligations (if any) cannot reasonably be estimated as it will depend on the facts and circumstances that give rise to any future claims. |
Capital Structure
Capital Structure | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Capital Structure | 11. Capital Structure The Company has issued three classes of members interests: Class A-1 members interests; Class A-2 members interests; and Class B members interests. Class A-2 members interests include both Class A-2 capital interests and Class A-2 profits interests. Class A-1 Interests On July 8, 2011, 25,000,000 Class A-1 redeemable interests were issued to an affiliate of Silver Lake (“ the Silver Lake Member”) and 1,964,826 Class A-1 interests were issued to an affiliate of Vincent Viola, which Class A-1 interests had an aggregate capital balance of approximately $270 million. On December 31, 2014, through a series of transactions, 5,376,603 and 12,242,173 of the Class A-1 redeemable interests previously held by the Silver Lake Member were transferred to Wilbur Investments LLC (the ‘‘Temasek Member’’), an indirect wholly owned subsidiary of Temasek Holdings (Private) Limited, (‘‘Temasek’’), and an affiliate of Silver Lake and Temasek, 57.9% of which is indirectly owned by affiliates of Silver Lake Partners and 42.1% of which is indirectly owned by an affiliate of Temasek (the “SLT Member” and together with the Silver Lake Member and the Temasek Member, the “Investor Members”) , respectively, with the Silver Lake Member retaining 7,381,224 Class A-1 redeemable interests. Class A-1 interests that the holder thereof has the right to call for redemption are held by three members: (i) the Silver Lake Member, (ii) the Temasek Member and (iii) the SLT Member . The Silver Lake Member has the right to appoint one member on the Company’s board of directors and the Temasek Member has the right to either appoint one member on the Company’s board of directors (subject to obtaining certain regulatory approvals) or elect that the other members of the board of directors will designate one member of the Company’s board of directors in consultation with the Temasek Member. The Silver Lake Member and the Temasek Member also possess approval rights with respect to certain board actions and corporate events. Additionally, as part of the transaction consideration, a contingent payment agreement was entered into among Temasek, Silver Lake Partners, the Employee Holdco and the Company whereby additional payments will be made from Temasek to Silver Lake Partners and the selling members of management in the aggregate maximum amount of $3.9 million if the value of the interests acquired exceeds 1.7 times the transaction price prior to December 31, 2018, or December 31, 2019, the date depending on whether certain liquidity events occur. There were no additional Class A-1 interests granted, forfeited, distributed or redeemed during the three months ended March 31, 2015 and 2014. Class A-2 Interests Class A-2 interests include both Class A-2 capital interests and Class A-2 profits interests. Approximately 93,786,659 and 93,786,659 Class A-2 capital interests are issued and outstanding as of March 31, 2015 and December 31, 2014, respectively. On December 31, 2014, through a series of transactions, 1,614,322 of the Class A-2 capital interests previously held by certain members of the Company’s management were transferred to the Temasek Member, and 214,433 new Class A-2 capital interests were issued to the Temasek Member, with the proceeds of such issuance being used to redeem the same number of Class A-2 profits interests held by Employee Holdco LLC (“Employee Holdco”). Class A-2 profits interests are issued to Employee Holdco, a holding company which holds the interests on behalf of certain key employees or stakeholders. Employee Holdco issues Class A-2 profits interests of Employee Holdco to such employees and stakeholders which correspond to the underlying Class A-2 profits interests held by Employee Holdco. There were 6,061,930 and 6,069,007 Class A-2 profits interests issued and outstanding as of March 31, 2015 and December 31, 2014, respectively. Approximately 6,418 and 0 Class A-2 profits interests were issued during the three months ended March 31, 2015 and 2014, respectively, and approximately 13,495 and 6,796 Class A-2 profits interests were redeemed during the three months ended March 31, 2015 and 2014, respectively. Holders of Class A-2 profits interests share in distributions of available cash flow based on the ratio of interests held to the total number of Class A-1 and Class A-2 interests outstanding, and also share on a pro rata basis in the proceeds of a liquidity event, subject to a valuation hurdle determined by the Company at the time of the grant based on a valuation performed by a third party valuation firm. Holders of the Class A-2 profits interests share in the proceeds of a liquidity event above such valuation hurdle, and receive a preference on such distributions above such valuation threshold until all holders of Class A-2 profits interests subject to such valuation threshold have been allocated capital proceeds equal to the deemed capital contribution attributable to such Class A-2 profits interests as determined by the Company at the time of the grant. Class B Interests The Company previously approved the Virtu Financial LLC Management Incentive Plan (the “MIP”). Participants of the MIP are entitled to receive either Class B Interests of Virtu Financial or Class B interests of Employee Holdco, which holds directly the corresponding Class B interests in the Company. Upon a liquidity event, Class B interests under the MIP are entitled to share proportionately in distributions in excess of the applicable profits interest valuation hurdle, which is determined by the Company based on a valuation at the time of the grant performed by a third party valuation firm. Class B interests are non-voting interests which vest over a four year period and upon a sale, initial public offering or certain other capital transactions of Virtu Financial. Class B interests are subject to forfeiture and repurchase provisions upon certain termination events. Class B interests representing a right to share in 12.915% and 12.915% of capital proceeds (on a fully diluted basis) were issued and outstanding as of March 31, 2015 and December 31, 2014. No Class B interests were issued during the three months ended March 31, 2015 and 2014, respectively. Distribution and Liquidation Rights Holders of Class A-1 and Class A-2 interests share in distributions of available cash flow based on the ratio of interests held to the total number of Class A-1 and Class A-2 interests outstanding. Holders of Class B interests are not entitled to share in such distributions. As of March 31, 2015 and December 31, 2014, unless and until converted to Class A-2 members’ interests, upon occurrence of a capital transaction, Class A-1 interests are entitled to distributions of capital proceeds until Class A-1 members’ unrecovered capital balance (as defined) has been reduced to zero. After distributions to Class A-1 members, capital proceeds are provided to Class A-2 capital members until Class A-2 capital members’ unrecovered capital balance (as defined) have been reduced to zero. After distributions to Class A-1 and Class A-2 members, distributions of capital proceeds are provided to members in respect to their respective capital proceeds percentages (as defined), subject to the valuation hurdles and distribution preferences applicable to holders of Class A-2 profits interests. Holders of vested Class B interests share in distributions of capital proceeds above the applicable valuation hurdle proportionately based on their capital proceeds percentages. In the event of any voluntary or involuntary liquidation, dissolution, winding up, merger or company sale, distributions are made, first, to Class A-1 members’ unrecovered capital balance (as defined) until they have been reduced to zero. Second, to Class A-2 capital members, in proportion to their unrecovered capital balance (as defined) until reduced to zero and then to members in respect to their capital proceeds percentages (as defined), subject to the valuation hurdles and distribution preferences applicable to holders of Class A-2 profits interests. Conversion Rights As of March 31, 2015 and December 31, 2014, the Class A-1 interests are convertible into Class A-2 interests at any time at the option of the Class A-1 member on a one-for-one basis. The Class A-1 interests are automatically converted upon a qualified IPO or qualified sale. Qualified IPO is defined as an initial public offering on the New York Stock Exchange or NASDAQ National Market in which the gross proceeds raised equal or exceed $100.0 million and the valuation of the Company implies a return to the Silver Lake Member equal to at least (after taking into account previous distributions) 1.75 times the invested amount. Qualified sale is defined as a sale of all or a majority of the assets of the Company or all or a majority of the limited liability company interests of the Company to a third party that is not an affiliate or other permitted transferee of any member as long as the sale (i) is for consideration consisting entirely of cash and/or marketable securities and would satisfy certain minimum return requirements applicable to Silver Lake Partners and Temasek or (ii) was approved by the Silver Lake Member or, in certain circumstances, the Temasek Member. Redemption Rights Unless and until conversion occurs, the Investor Members are entitled to a number of rights and benefits, including the right to call for redemption of their Class A-1 interests. Any time on or after November 24, 2016, the Silver Lake Member may exercise such redemption right in order to cause the Company to purchase all of the Class A-1 interests owned directly or indirectly by affiliates of Silver Lake Partners. Any time on or after May 16, 2020, the Temasek Member may exercise such redemption right in order to cause the Company to purchase all of the Class A-1 interests owned directly or indirectly by affiliates of Temasek. As of March 31, 2015 and December 31, 2014, the redemption price for each unit of Class A-1 interests owned by the Investor Members is the greater of (i) a minimum purchase price and (ii) the fair market value of the Class A-1 interests on the date of redemption. The minimum purchase price with respect to the Class A-1 interests owned directly or indirectly by affiliates of Silver Lake Partners is equal to the purchase price paid by affiliates of Silver Lake Partners for such Class A-1 interests and the minimum purchase price with respect to the Class A-1 interests owned directly or indirectly by affiliates (as defined in the Second Amended and Restated Limited Liability Company Agreement of Virtu Financial) of Temasek is equal to the purchase price paid by affiliates (as defined in the Second Amended and Restated Limited Liability Company Agreement of Virtu Financial) of Temasek for such Class A-1 interests (in each case, less distributions received in respect of such Class A-1 interests). The Company may redeem the Class A-1 interests using redemption notes provided that all available cash flow and all capital proceeds are used to pay down the redemption note. For so long as any redemption note is outstanding, holders of any such redemption note whose outstanding principal balance exceeds 50% of the aggregate principal amount of the redemption note shall retain any approval and consent rights as if all Class A-1 interests subject to such redemption continued to be owned. In lieu of redemption, the Silver Lake Member or the Temasek Member can require the Company to purchase all of the equity securities of the affiliated entity or entities that directly or indirectly own their Class A-1 interests on behalf of affiliates of Silver Lake Partners or Temasek, respectively, provided that any such entity has not conducted any business or operations since inception other than the direct or indirect ownership of the interests of the Company. The redeemable equity instrument is classified outside of permanent equity on the condensed consolidated statements of financial condition. In the event of termination of the employment of an employee on whose behalf Employee Holdco holds vested Class A-2 profits interests or Class B interests, the Company shall have the right but not the obligation to repurchase the applicable interests held by Employee Holdco, which would make a corresponding repurchase of the interests held by the terminated employee. The repurchase price payable by the Company in the event that it exercises its repurchase right with respect to Class A-2 profits interests is based on the value of the award at the date of issuance. In the event of a repurchase by the Company of Class B interests held by Employee Holdco on behalf of a terminated employee, the Company shall pay a call price determined by the manager, not to exceed the fair market value of such interests. East Management Incentive Plan On July 8, 2011, 2,625,000 Class A-2 capital interests were contributed by Class A-2 members to Virtu East MIP LLC (“East MIP”). East MIP issued Class A interests to the members who contributed the Class A-2 capital interests, and Class B interests (“East MIP Class B Interests”) to certain key employees. East MIP Class B Interests are non-voting interests which vest over the four year period ending July 8, 2015, but in any event no earlier than upon the occurrence of a sale, initial public offering or certain other capital transactions of Virtu Financial. Vested East MIP Class B Interests are entitled to participate in distributions of the proceeds received in respect of the Class A-2 capital interests held by East MIP upon a sale or certain other capital transactions of Virtu Financial. East MIP Class B Interests are subject to forfeiture and repurchase provisions upon certain termination events. The Company has not recognized compensation expense under this plan for the three months ended March 31, 2015 and 2014. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Share-based Compensation | 12. Share-based Compensation During the quarters ended March 31, 2015 and 2014, the Company recorded expense relating to Class A-2 profits interests granted in prior periods to certain employees, which vest immediately or over a period of up to four years, in each case subject to repurchase provisions upon certain termination events, as described above (Note 11). These awards are accounted for as equity awards and are measured at the date of grant. Additionally, the Company recorded expense relating to the expected issuance of Class A-2 profits interests or other equity interests at year-end. For the three months ended March 31, 2015 and 2014, the Company recorded $5.9 million and $5.3 million in expense recognized relating to these awards. As of March 31, 2015, total unrecognized share-based compensation expense related to these Class A-2 profits interests that have not vested was $3.3 million and this amount is expected to be recognized over a weighted average period of 2.3 years. Activity in the Class A-2 profits interests is as follows: Number of Interests Weighted Average Fair Value Weighted Average Remaining Life Outstanding December 31, 2013 $ Interests granted — $ — — Interests repurchased ) $ — Outstanding March 31, 2014 $ Outstanding December 31, 2014 $ Interests granted $ Interests repurchased ) $ — Outstanding March 31, 2015 $ As indicated in Note 11, East MIP Class B Interests are subject to time based vesting over four years and only fully vest upon the consummation of a qualifying capital transaction by the Company, including an initial public offering. As of March 31, 2015 and December 31, 2014, respectively, a capital transaction was not probable, and therefore none of the East MIP Class B interests were vested and no compensation expense was recognized relating to these awards. Upon the occurrence of a qualifying capital transaction, including the completion of an initial public offering, the Company expects to recognize compensation expense in an amount equal to the fair value of outstanding time-vested East MIP Class B Interests as of the date of the transaction, with the fair value of the unvested East MIP Class B Interests recognized as a compensation expense ratably over the remaining vesting period. During the quarters ended March 31, 2015 and 2014, no employees have been granted Class B interests. As discussed in Note 11, Class B interests vest only upon the occurrence of both time-based vesting over a four year period and the consummation of a qualifying capital transaction by the Company. As of March 31, 2015 and December 31, 2014, respectively, a capital transaction was not probable, and therefore none of the Class B interests were vested and no compensation expense was recognized relating to previously awarded Class B interests. Upon the occurrence of a qualifying capital transaction, including the completion of an initial public offering, the Company expects to recognize compensation expense in an amount equal to the fair value of outstanding time-vested Class B interests as of the date of the transaction, with the fair value of the unvested Class B interests recognized as compensation expense ratably over the remaining vesting period. |
Regulatory Requirement
Regulatory Requirement | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Regulatory Requirement | 13. Regulatory Requirement As of March 31, 2015, two subsidiaries of the Company are subject to the Securities Exchange Commission (“SEC”) Uniform Net Capital Rule 15c3-1 which requires the maintenance of minimum net capital of $1.0 million for each of the two broker-dealer subsidiaries. At March 31, 2015, the subsidiaries had net capital of approximately $65.1 million and $7.6 million, which was approximately $64.1 million and $6.6 million in excess of its required net capital of $1.0 million and $1.0 million, respectively. At December 31, 2014, the subsidiaries had net capital of approximately $59.8 million and $8.1 million, which was approximately $58.8 million and $7.1 million in excess of its required net capital of $1.0 million and $1.0 million, respectively. Pursuant to NYSE and NYSE MKT (formerly NYSE Amex) rules, the Company is also required to maintain $3.8 million and $3.7 million of capital in connection with the operation of the Company’s DMM business as of March 31, 2015 and December 31, 2014, respectively. The required amount is determined under the exchange rules as the greater of $1 million or 15% of the market value of 60 trading units for each symbol in which the Company is registered as the DMM. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Geographic Information | 14. Geographic Information The Company operates its business in the U.S. and internationally, primarily in Europe and Asia. Significant transactions and balances between geographic regions occur primarily as a result of certain of our subsidiaries incurring operating expenses such as employee compensation, communications and data processing and other overhead costs, for the purpose of providing execution, clearing and other support services to affiliates. Charges for transactions between regions are designed to approximate full costs. Intra-region income and expenses and related balances have been eliminated in the geographic information presented below to accurately reflect the external business conducted in each geographical region. The revenues are attributed to countries based on the locations of the subsidiaries. The following table presents total revenues by geographic area for the quarters ended March 31, 2015 and 2014: For the Three Months Ended March 31, (in thousands) 2015 2014 Revenues: United States $ $ Australia Ireland Singapore Total revenues $ $ |
Subsequent Events36
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events | 6. Subsequent Events Refer to Footnote 15, “Subsequent Events” in the Virtu Financial LLC financial statements for information regarding the Company’s reorganization transactions (which were completed on April 15, 2015) initial public offering (which was completed on April 21, 2015) as well as the use of proceeds from such offering, the amendment to VFH Parent’s credit facility entered into on April 15, 2015 and the adoption of the 2015 Management Incentive Plan on April 21, 2015. |
Virtu Financial LLC and Subsidiaries | |
Subsequent Events | 15. Subsequent Events Initial Public Offering On April 21, 2015, Virtu Financial, Inc. completed its IPO of 19,012,112 shares of its Class A common stock, par value $0.00001 per share, including 2,479,840 shares of Class A common stock sold in connection with the full exercise of the option to purchase additional shares granted to the underwriters, at a price to the public of $19.00 per share. The shares began trading on NASDAQ on April 16, 2015 under the ticker symbol “VIRT.” As a result of the completion of the IPO and the Reorganization Transactions, Virtu Financial, Inc. holds approximately 24.8% interest in Virtu Financial. Reorganization Transactions In connection with the IPO, a series of reorganization transactions was completed on April 15, 2015 (the “Reorganization Transactions”) among Virtu Financial, Inc., subsidiaries of Virtu Financial and equityholders of Virtu Financial which include the following persons (the ‘‘Virtu Pre-IPO Members’’): · three affiliates of the founding member, (collectively the ‘‘Founder Pre-IPO Members’’); · the Silver Lake Member; · the Temasek Member; · the SLT Member; · two entities, both of which are managed by the founding member, whose equityholders include certain members of the management of Virtu Financial, (the ‘‘Management Vehicles’’); and · certain current and former members of the management of Virtu Financial, Inc. and Madison Tyler Holdings and their affiliates, (the ‘‘Management Members’’) The Reorganization Transactions are further described in Virtu Financial, Inc.’s Registration Statement filed on Form S-1 (File No. 333-194473) (as amended the “Registration Statement”). In the Reorganization Transactions: Virtu Financial, Inc. became the sole managing member of Virtu Financial; in a series of transactions, one of the Management Vehicles liquidated, with its equity interests in Virtu Financial either being distributed to its members, including certain members of management, or contributed to the other Management Vehicle ( ‘‘Virtu Employee Holdco’’) and certain employees of Virtu Financial based outside the United States were distributed equity interests in Virtu Financial held by Virtu Employee Holdco on behalf of such employees and such equity interests were contributed to a trust (the ‘‘Employee Trust’’), whose trustee is one of Virtu Financial’s subsidiaries; two of the Founder Pre-IPO Members liquidated and distributed their equity interests in Virtu Financial to their equityholders, one of whom is TJMT Holdings LLC, the third Founder Pre-IPO Member; the SLT Member distributed its equity interests in Virtu Financial to its equityholders, which consist of investment funds and other entities affiliated with Silver Lake Partners and Temasek; following a series of transactions, Virtu Financial, Inc. acquired equity interests in Virtu Financial as a result of certain mergers involving wholly owned subsidiaries of Virtu Financial, an affiliate of Silver Lake Partners and Temasek, and the Temasek Member (the ‘‘Mergers’’), and in exchange Virtu Financial, Inc. issued to an affiliate of Silver Lake Partners (the ‘‘Silver Lake Post-IPO Stockholder’’) and an affiliate of Temasek (the ‘‘Temasek Post-IPO Stockholder’’, collectively with the Silver Lake Post-IPO Stockholder, the ‘‘Investor Post-IPO Stockholders’’) shares of Class A common stock and rights to receive payments under a tax receivable agreement described below. The number of shares of Class A common stock issued to the Investor Post-IPO Stockholders was based on the value of the Virtu Financial equity interests that we acquired, which was determined based on a hypothetical liquidation of Virtu Financial and the initial public offering price per share of Virtu Financial, Inc.’s Class A common stock in the IPO; all of the existing equity interests in Virtu Financial were reclassified into non-voting common interest units (‘‘Virtu Financial Units’’). The number of Virtu Financial Units to be issued to each member of Virtu Financial was determined based on a hypothetical liquidation of Virtu Financial and the IPO price per share of Virtu Financial, Inc.’s Class A common stock in this offering. The Virtu Financial Units received by Virtu Employee Holdco, the Employee Trust and the Management Members have the same vesting restrictions as the equity interests which were reclassified. Vested Virtu Financial Units will be entitled to receive distributions, if any, from Virtu Financial. Subject to certain exceptions, unvested Virtu Financial Units are not entitled to receive such distributions (other than tax distributions). If any unvested Virtu Financial Units are forfeited, they will be cancelled by Virtu Financial for no consideration (and Virtu Financial, Inc. will cancel the related shares of Class C common stock (described below) for no consideration); Virtu Financial, Inc. amended and restated its certificate of incorporation and issued four classes of common stock: Class A common stock, Class B common stock, Class C common stock and Class D common stock (‘‘common stock’’). The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Shares of Virtu Financial, Inc.’s common stock will generally vote together as a single class on all matters submitted to a vote of stockholders; the remaining members of Virtu Financial after giving effect to the reorganization transactions, other than Virtu Financial, Inc., (collectively as the ‘‘Virtu Post-IPO Members’’), subscribed for and purchased shares of Virtu Financial, Inc.’s common stock as follows, in each case at a purchase price of $0.00001 per share and in an amount equal to the number of Virtu Financial Units held by each such Virtu Post-IPO Member; TJMT Holdings LLC (‘‘Founder Post-IPO Member’’), purchased 79,610,490 shares of Virtu Financial, Inc.’s Class D common stock; and affiliates of Silver Lake Partners (the ‘‘Silver Lake Post-IPO Members’’), Virtu Employee Holdco, the Employee Trust, the Management Members and the other Virtu Post-IPO Members purchased 36,746,041 shares of Virtu Financial, Inc.’s Class C common stock; and the Founder Post-IPO Member was granted the right to exchange its Virtu Financial Units, together with a corresponding number of shares of Virtu Financial, Inc.’s Class D common stock, for shares of Virtu Financial, Inc.’s Class B common stock, and the other Virtu Post-IPO Members was granted the right to exchange their Virtu Financial Units, together with a corresponding number of shares of Virtu Financial, Inc.’s Class C common stock, for shares of Virtu Financial, Inc.’s Class A common stock. Each share of VFI’s Class B common stock and Class D common stock is convertible at any time, at the option of the holder, into one share of Class A common stock or Class C common stock, respectively. At the consummation of the IPO, in connection with the Reorganization Transactions, Virtu Financial, Inc. recorded a one-time, non-cash compensation expense of approximately $43.1 million (based on the IPO price of $19.00 and other factors) in respect of the outstanding time vested Class B and East MIP Class B interests. Use of Proceeds Upon consummation of the IPO, the total gross proceeds of the offering were approximately $361.2 million. Of the proceeds, approximately $25.2 million was used to pay underwriting discounts and commissions, approximately $277.2 million was used to purchase 3,470,724 shares of Class A common stock from the Silver Lake Post-IPO Stockholder and 12,214,224 Virtu Financial Units and corresponding shares of Class C common stock from certain of the Virtu Post-IPO Members, including 4,862,609 Virtu Financial Units and corresponding shares of Class C common stock from the Silver Lake Post-IPO Members and 7,351,615 Virtu Financial Units from certain employees . The remaining $58.8 million of net proceeds was contributed by Virtu Financial, Inc. to Virtu Financial, the operating company, which will be used for working capital and general corporate purposes. Other offering costs incurred were estimated to be approximately $9.5 million and will be paid by Virtu Financial. 2015 Management Incentive Plan Virtu Financial, Inc.’s Board of Directors and stockholders adopted the Virtu Financial 2015 Management Incentive Plan (the “2015 Management Incentive Plan”), which became effective upon consummation of the IPO. The 2015 Management Incentive Plan provides for an aggregate of 12,000,000 shares of Class A Common stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year. In connection with the IPO, the Compensation Committee of Virtu Financial, Inc.’s Board of Directors authorized and approved grants of non-qualified stock options to purchase 9,228,000 shares at the IPO per share price, each of which vests in equal annual installments over a period of 4 years from grant date and expires not later than 10 years from the date of grant, and 19,737 restricted stock units, which vest on the one year and are settled in shares of Class A Common Stock. For the purpose of calculating equity-based compensation expense, the fair value of the stock option grants were determined through the application of the Black-Scholes-Merton model and will be recognized on a straight line basis over the vesting period. Similarly, the fair value of the restricted stock units was determined based on the IPO per share price and will be recognized on a straight line basis over the vesting period. Amendments to the Credit Facilities On April 15, 2015, VFH Parent LLC, Virtu Financial’s wholly owned subsidiary, entered into the new revolving credit facility with a syndicate of lenders in the amount of $100 million for general corporate purposes. The new revolving credit facility became available upon the consummation of the IPO on April 21, 2015 and the payment of fees and expenses related to the new revolving credit facility. The new revolving credit facility was implemented pursuant to an amendment to its existing senior secured credit facility, is secured on a pari passu basis with the existing term loan under our senior secured credit facility and is subject to the same financial covenants and negative covenants. Borrowings under the new revolving credit facility will bear interest, at our election, at either (i) the greatest of (a) the prime rate in effect, (b) the federal funds effective rate plus 0.5% and (c) an adjusted LIBOR rate for a Eurodollar borrowing with an interest period of one month plus 1% plus, in each case, 2.0%, or (ii) an adjusted LIBOR rate for the interest period in effect plus 3.0%. A commitment fee of 0.50% per annum is applied on the average daily unused portion of the facility. In connection with the amendment described above and as discussed in Note 7, the incremental spread under the existing term loan was reduced by 0.50% upon the consummation of the IPO on April 21, 2015. Effective April 22, 2015, the Company entered into an agreement to modify the Broker Dealer Credit Facilities as discussed in Note 6. The maximum amount available for borrowings by the Company under the Uncommitted Facility increased from $100 million to $125 million. The maximum amount available for borrowings by the Company under the Committed Facility increased from $50 million to $75 million. The terms of the amended Broker Dealer Credit Facilities are otherwise substantially similar to the original Broker Dealer Credit Facility. Dividends to Members Subsequent to March 31, 2015 and prior to the consummation of the IPO, Virtu Financial declared tax and profit distributions to the Pre-IPO Members in the amount of up to $100.0 million, of which $50.0 million was paid and the remaining amount up to $50.0 million is to be paid on one or more dates to be determined. |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Policies) - Virtu Financial LLC and Subsidiaries | 3 Months Ended |
Mar. 31, 2015 | |
Use of Estimates | Use of Estimates The Company’s condensed consolidated financial statements are prepared in conformity with US GAAP, which require management to make estimates and assumptions regarding fair value measurements including trading assets and liabilities, goodwill and intangibles, compensation accruals, capitalized software, and other matters that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash equivalents as highly liquid investments with original maturities of less than three months when acquired. The Company maintains cash in bank deposit accounts that, at times, may exceed federally insured limits. |
Securities Borrowed and Securities Loaned | Securities Borrowed and Securities Loaned The Company conducts securities borrowing and lending activities with external counterparties. In connection with these transactions, the Company receives or posts collateral. These transactions are collateralized by cash or securities. In accordance with substantially all of its stock borrow agreements, the Company is permitted to sell or repledge the securities received. Securities borrowed or loaned are recorded based on the amount of cash collateral advanced or received. The initial collateral advanced or received generally approximates or is greater than 102% of the fair value of the underlying securities borrowed or loaned. The Company monitors the fair value of securities borrowed and loaned, and delivers or obtains additional collateral as appropriate. Receivables and payables with the same counterparty are not offset in the condensed consolidated statements of financial condition. For these transactions, the interest received or paid by the Company is recorded gross on an accrual basis under interest and dividends income or interest and dividends expense in the condensed consolidated statements of comprehensive income. |
Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase | Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase In a repurchase agreement, securities sold under agreements to repurchase are treated as collateralized financing transactions and are recorded at contract value, plus accrued interest, which approximates fair value. It is the Company’s policy that its custodian takes possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest. For reverse repurchase agreements, the Company typically requires delivery of collateral with a fair value approximately equal to the carrying value of the relevant assets in the condensed consolidated statements of financial condition. To ensure that the fair value of the underlying collateral remains sufficient, the collateral is valued daily with additional collateral obtained or excess collateral returned, as permitted under contractual provisions. The Company does not net securities purchased under agreements to resell transactions with securities sold under agreements to repurchase transactions entered into with the same counterparty. |
Receivables from/Payables to Broker-dealers and Clearing Organizations | Receivables from/Payables to Broker-dealers and Clearing Organizations Amounts receivable from broker-dealers and clearing organizations may be restricted to the extent that they serve as deposits for securities sold, not yet purchased. At March 31, 2015 and December 31, 2014, receivables from and payables to broker-dealers and clearing organizations primarily represent amounts due for unsettled trades, open equity in futures transactions, securities failed to deliver or failed to receive, deposits with clearing organizations or exchanges and balances due from or due to prime brokers in relation to the Company’s trading. The Company also offsets the outstanding principal balances on all short term credit facilities against amounts receivable from and payable to broker-dealers and clearing organizations when the criteria for offsetting are met. In the normal course of business, substantially all of the Company’s securities transactions, money balances, and security positions are transacted with several brokers. The Company is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The Company’s management monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. |
Financial Instruments Owned Including Those Pledged as Collateral and Financial Instruments Sold, Not Yet Purchased | Financial Instruments Owned Including Those Pledged as Collateral and Financial Instruments Sold, Not Yet Purchased The Company carries financial instruments owned, including those pledged as collateral, and financial instruments sold, not yet purchased at fair value. Gains and losses arising from financial instrument transactions are recorded net on a trade-date basis in trading income on the condensed consolidated statements of comprehensive income. |
Fair Value Measurements | Fair Value Measurements At March 31, 2015 and December 31, 2014, substantially all of Company’s financial assets and liabilities, except for long-term borrowings and certain exchange memberships, were carried at fair value based on published market prices and are marked to market daily or were short-term in nature and were carried at amounts that approximate fair value. The Company’s assets and liabilities have been categorized based upon a fair value hierarchy in accordance with ASC 820-10, Fair Value Measurements and Disclosures . ASC 820-10 defines fair value as the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. The recognition of ‘‘block discounts’’ for large holdings of unrestricted financial instruments where quoted prices are readily and regularly available in an active market is prohibited. ASC 820-10 requires a three level hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy level assigned to each financial instrument is based on the assessment of the transparency and reliability of the inputs used in the valuation of such financial instruments at the measurement date based on the lowest level of input that is significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Transfers in or out are recognized based on the beginning fair value of the period in which they occurred. There were no transfers of financial instruments between levels during the quarters ended March 31, 2015 and 2014. |
Derivative Instruments | Derivative Instruments Derivative instruments used for trading purposes, including economic hedges of trading instruments, are carried at fair value. Fair values for exchange-traded derivatives, principally futures, are based on quoted market prices. Fair values for over-the-counter derivative instruments, principally forward contracts, are based on the values of the underlying financial instruments within the contract. The underlying derivative instruments are currencies which are actively traded. Derivative instruments used for economic hedging purposes include futures, forward contracts, and options. Unrealized gains or losses on these derivative instruments are recognized currently in the Condensed Consolidated Statements of comprehensive income as trading income, net. The Company does not apply hedge accounting as defined in ASC 815, Derivatives and Hedging ; accordingly all derivative instruments are recorded at fair value with changes in fair values reflected in earnings. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation, except for the assets acquired in connection with the acquisition of MTH which were recorded at fair value on the date of acquisition. Depreciation is provided using the straight-line method over estimated useful lives of the underlying asset. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that appreciably extend the useful life of the assets are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. The useful lives of furniture and fixtures are as follows: Furniture, fixtures and equipment 3 to 7 years Leasehold improvements 7 years or length of lease term, whichever is shorter |
Capitalized Software | Capitalized Software The Company accounts for the costs of computer software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software . The Company capitalizes costs of materials, consultants, and payroll and payroll related costs for employees incurred in developing internal-use software. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Management’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The Company’s capitalized software development costs were approximately $2.7 million and $3.1 million for the quarters ended March 31, 2015 and 2014, respectively. The related amortization expense was approximately $2.5 million and $2.6 million for the quarters ended March 31, 2015 and 2014, respectively. Capitalized software development costs and related accumulated amortization are included in property, equipment and capitalized software on the accompanying condensed consolidated statements of financial condition and are amortized over a period of 1.4 to 2.5 years, which represents the estimated useful lives of the underlying software. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the underlying net tangible and intangible assets of our acquisitions. Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. We operate in one operating segment, which is our only reporting unit. The goodwill impairment test is a two-step process. The first step is used to identify potential impairment and compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test must be performed. The second step is used to measure the amount of impairment loss, if any, and compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss must be recognized in an amount equal to that excess. The primary valuation methods we use to estimate the fair value of our reporting unit are the income and market approaches. In applying the income approach, projected available cash flows and the terminal value are discounted to present value to derive an indication of fair value of the business enterprise. The market approach compares the reporting unit to selected reasonably similar publicly-traded companies. The Company tests goodwill for impairment on an annual basis on July 1 and on an interim basis when certain events or circumstances exist. There were no triggering events that would have caused the Company to assess goodwill for impairment during the three months ended March 31, 2015 and 2014. |
Intangible Assets | Intangible Assets The Company amortizes finite-lived intangible assets over their estimated useful lives. Finite-lived intangible assets are tested for impairment annually or when impairment indicators are present, and if impaired, written down to fair value. |
Exchange Memberships and Stock | Exchange Memberships and Stock Exchange memberships are recorded at cost or, if any other than temporary impairment in value has occurred, at a value that reflects management’s estimate of fair value, in accordance with ASC 940-340, Financial Services — Broker and Dealers . Exchange stock includes shares that entitles the Company to certain trading privileges. The shares are marked to market with the corresponding gain or loss recorded in the condensed consolidated statements of comprehensive income. The Company’s exchange memberships and stock are included in other assets on the condensed consolidated statements of financial condition. |
Trading Income | Trading Income Trading income is comprised 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. 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 condensed consolidated statements of comprehensive income. |
Interest and Dividends Income/Interest and Dividends Expense | Interest and Dividends Income/Interest and Dividends Expense Interest income and interest expense are accrued in accordance with contractual rates. Interest income consists of interest earned on collateralized financing arrangements and on cash held by brokers. Interest expense includes interest expense from collateralized transactions, margin and related lines of credit. Dividends on financial instruments owned including those pledged as collateral and financial instruments sold, not yet purchased are recorded on the ex-dividend date and interest is recognized on the accrual basis. |
Technology Services | Technology Services Technology services revenues consist of fees paid by third parties for licensing of our proprietary risk management and trading infrastructure technology and provision of associated management and hosting services. These fees include both upfront and annual recurring fees. Revenue from technology services is recognized once persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. Revenue is recognized ratably over the contractual service period. |
Rebates | Rebates Rebates consist of volume discounts, credits or payments received from exchanges or other market places related to the placement and/or removal of liquidity from the order flow in the marketplace. Rebates are recorded on an accrual basis and included net within brokerage, exchange and clearance fees in the accompanying condensed consolidated statements of comprehensive income. |
Income Taxes | Income Taxes The Company is a limited liability company and is treated as a pass-through entity for United States federal, state, and local income tax purposes. Accordingly, no provision for income taxes is required. Certain of the Company’s wholly owned subsidiaries are subject to income taxes in foreign jurisdictions. The provision for income tax is comprised of current tax and deferred tax. Current tax represents the tax on current year tax returns, using tax rates enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the asset can be utilized. The Company recognizes the tax benefit from an uncertain tax position, in accordance with ASC 740, Income Taxes only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authority, including resolution of the appeals or litigation processes, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are measured based on the largest benefit for each such position that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Many factors are considered when evaluating and estimating the tax positions and tax benefits. Such estimates involve interpretations of regulations, rulings, case law, etc. and are inherently complex. The Company’s estimates may require periodic adjustments and may not accurately anticipate actual outcomes as resolution of income tax treatments in individual jurisdictions typically would not be known for several years after completion of any fiscal year. The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2015 and December 31, 2014 or the results of operations for the three months ended March 31, 2015 and 2014. |
Comprehensive Income and Foreign Currency Translation | Comprehensive Income and Foreign Currency Translation The Company’s operating results are reported in the condensed consolidated statements of comprehensive income pursuant to Accounting Standards Update 2011-05, Comprehensive Income . Comprehensive income consists of two components: net income and other comprehensive income (“OCI”). OCI is comprised of revenues, expenses, gains and losses that are reported in the comprehensive income section of the consolidated statements of comprehensive income, but are excluded from reported net income. The Company’s OCI is comprised of foreign currency translation adjustments. Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at period-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the period. Gains and losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in other comprehensive income, a separate component of members’ equity. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation transactions with employees under the provisions of ASC 718, Compensation: Stock Compensation . ASC 718 requires a share-based payment transaction with employees to be measured based on the fair value of equity instruments issued. The fair value of awards issued for compensation is determined by management, with the assistance of an independent third party valuation firm, using a projected annual forfeiture rate, where applicable, on the date of grant. The fair value of share based awards granted to employees is expensed based on the vesting conditions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue - In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods, and interim periods within that period, beginning after December 15, 2016 (fiscal year 2018 for the Company) and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company has not yet determined the potential effects of the adoption of ASU 2014-09 on its condensed consolidated financial statements Repurchase Agreements - In June, 2014, the FASB released ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures . The amendment changes the accounting for repurchase financing transactions and for repurchase-to-maturity transactions to secured borrowing accounting. The accounting changes are effective for the Company beginning in the first quarter of 2015. The effect of the accounting changes on transactions outstanding as of the effective date are required to be presented as a cumulative effect adjustment to retained earnings as January 1, 2015. The Company is currently evaluating the impact of the new amendment but believes the effect on the condensed consolidated statements of financial condition and comprehensive income will be immaterial, as the Company currently does not enter into these types of repurchase transactions. The amendment also requires additional disclosures for repurchase agreements and securities lending transactions regarding the class of collateral pledged and the remaining contractual tenor of the agreements, as well as a discussion of the potential risks associated with the agreements and the related collateral pledged, and how those risks are managed. Additional disclosures are required for repurchase agreements, securities lending transactions, sales with a total return swap, and other similar transfers of financial assets that are accounted for as a sale. The additional disclosures are required to be presented beginning in the second quarter of 2015. Compensation — In June 2014, the Emerging Issues Task Force (the ‘‘EITF’’) of the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . The amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 (fiscal year 2016 for the Company). Earlier adoption is permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements. Going Concern — In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The guidance will explicitly require management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The new standard will be effective in the first annual period ending after December 15, 2016 (fiscal year 2017 for the Company). Earlier adoption is permitted. The Company will implement this new standard on the required effective date. Hybrid Financial Instruments — In November 2014, the EITF of the FASB issued ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity . The ASU requires that for hybrid financial instruments issued in the form of a share, an entity should determine the nature of the host contract by considering all stated and implied substantive terms and features of the hybrid financial instrument, weighing each term and feature on the basis of relevant facts and circumstances. An entity should use judgment based on an evaluation of all the relevant terms and features, and should consider the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015 (fiscal year 2016 for the Company) and interim periods within fiscal years beginning after December 15, 2016. Early adoption, including adoption in an interim period, is permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements. Debt Issuance Costs — In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . The ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as a deferred charge asset. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015 (fiscal year 2016 for the Company), and interim periods within those fiscal years. Early adoption of the amendment is permitted and the Company has elected to early adopt this ASU effective as of March 31, 2015. The new guidance has been applied on a retrospective basis, wherein the accompanying condensed consolidated statements of financial condition have been adjusted to reflect the period-specific effects of applying the new guidance. Refer to Note 6 for additional information regarding the impact of this guidance on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Schedule of useful lives of furniture and fixtures | Furniture, fixtures and equipment 3 to 7 years Leasehold improvements 7 years or length of lease term, whichever is shorter |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Schedule of acquired intangible assets | As of March 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Purchased technology $ $ $ — 1.4 to 2.5 ETF issuer relationships 9 ETF buyer relationships 9 $ $ $ As of December 31, 2014 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Purchased technology $ $ $ — 1.4 to 2.5 ETF issuer relationships 9 ETF buyer relationships 9 $ $ $ |
Receivables from_Payables to 40
Receivables from/Payables to Broker-Dealers and Clearing Organizations (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Summary of receivables from and payables to brokers-dealers and clearing organizations | March 31, December 31, (in thousands) 2015 2014 Assets Due from prime brokers $ $ Deposits with clearing organizations Net equity with futures commission merchants Unsettled trades Securities failed to deliver Total receivables from broker-dealers and clearing organizations $ $ Liabilities Due to prime brokers $ $ Net equity with futures commission merchants Unsettled trades Securities failed to receive Total payables to broker-dealers and clearing organizations $ $ |
Collateralized Transactions (Ta
Collateralized Transactions (Tables) - Virtu Financial LLC and Subsidiaries | 3 Months Ended |
Mar. 31, 2015 | |
Schedule of amounts related to collateralized transactions | March 31, December 31, (In thousands) 2015 2014 Securities received as collateral: Securities borrowed $ $ Securities purchased under agreements to resell $ $ |
Schedule of financial instruments owned and pledged, where counterparty has right to repledge | March 31, December 31, (In thousands) 2015 2014 Equities $ $ Exchange traded notes $ $ |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Schedule of aggregate future required principal payments based on terms of loan | Aggregate future required minimum principal payments based on the terms of this loan at March 31, 2015 were as follows: (in thousands) 2015 $ 2016 2017 2018 and thereafter Total maturities of long-term debt $ |
Financial Assets and Liabilit43
Financial Assets and Liabilities (Tables) - Virtu Financial LLC and Subsidiaries | 3 Months Ended |
Mar. 31, 2015 | |
Summary of fair value measurements measured on a recurring basis | March 31, 2015 Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Counter- Identical Assets Inputs Inputs Party Total Fair (in thousands) (Level 1) (Level 2) (Level 3) Netting Value Assets Financial instruments owned, at fair value: Equity securities $ $ $ — $ — $ U.S. and Non-U.S. government obligations — — Exchange traded notes — — — Currency forwards — — ) Options — — — $ $ $ — $ ) $ Financial instruments owned, pledged as collateral: Equity securities $ $ — $ — $ — $ Exchange traded notes — — — $ $ — $ — $ — $ Other Assets Exchange stock $ $ — $ — $ — $ $ $ — $ — $ — $ Liabilities Financial instruments sold, not yet purchased, at fair value: Equity securities $ $ $ — $ — $ U.S. and Non-U.S. government obligations — — — Exchange traded notes — — — Interest rate swaps — — — Currency forwards — — ) Options — — — $ $ $ — $ ) $ Fair value measurements for those items measured on a recurring basis are summarized below as of December 31, 2014: (in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counter- Party Netting Total Fair Value Assets Financial instruments owned, at fair value: Equity securities $ $ $ — $ — $ U.S. and non-U.S. government obligations — — — Exchange traded notes — — — Currency forwards — — ) Options — — — $ $ $ — $ ) $ Financial instruments owned, pledged as collateral: Equity securities $ $ — $ — $ — $ Exchange traded notes — — — $ $ — $ — $ — $ Other Assets Exchange stock $ $ — $ — $ — $ $ $ — $ — $ — $ Liabilities Financial instruments sold, not yet purchased, at fair value: Equity securities $ $ $ — $ — $ U.S. and non-U.S. government obligations — — — Exchange traded notes — — — Currency forwards — — ) Options — — — Interest rate swaps — — — $ $ $ — $ ) $ |
Schedule showing the netting of certain financial assets | March 31, 2015 Gross Amounts Net Amounts of Offset in the Assets Presented in Gross Amounts Not Offset in the Condensed the Condensed Condensed Consolidated Gross Amounts of Consolidated Consolidated Statement of Financial Condition Recognized Statement of Statement of Financial Cash Collateral (in thousands) Assets Financial Condition Financial Condition Instruments Received Net Amount Offsetting of Financial Assets: Securities borrowed $ $ — $ $ ) $ — $ Securities purchased under agreements to resell — ) — — Trading assets, at fair value: Currency forwards ) — ) Options — ) — — Total $ $ ) $ $ ) $ ) $ December 31, 2014 Gross Gross Amounts Offset in the Condensed Consolidated Net Amounts of Assets Presented in the Condensed Consolidated Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition (in thousands) Amounts of Recognized Assets Statement of Financial Condition Statement of Financial Condition Financial Instruments Cash Collateral Received Net Amount Offsetting of Financial Assets: Securities borrowed $ $ — $ $ ) $ — $ Securities purchased under agreements to resell — ) — — Trading assets, at fair value: Currency forwards ) — — Options ) — Total $ $ ) $ $ ) $ — $ |
Schedule showing the netting of certain financial liabilities | The following tables set forth the net ting of certain financial l iabilities as of March 31, 2015 , pursuant to the requirements of ASU 2011-11 and ASU 2013-01. Gross Amounts Net Amounts of Offset in the Liabilities Presented in Gross Amounts Not Offset in the Condensed the Condensed Condensed Consolidated Gross Amounts of Consolidated Consolidated Statement of Financial Condition Recognized Statement of Statement of Financial Cash Collateral Liabilities Financial Condition Financial Condition Instruments Pledged Net Amount Offsetting of Financial Liabilities: Securities loaned $ $ — $ $ ) $ ) $ Securities sold under agreements to repurchase — ) — — Trading liabilities, at fair value: Currency forwards ) — ) Options — ) ) — Interest rate swaps — — ) — Total $ $ ) $ $ ) $ ) $ The following tables set forth the netting of certain financial liabilities as of December 31, 2014, pursuant to the requirements of ASU 2011-11 and ASU 2013-01 Gross Gross Amounts Offset in the Condensed Consolidated Net Amounts of Liabilities Presented in the Condensed Consolidated Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition (in thousands) Amounts of Recognized Liabilities Statement of Financial Condition Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount Offsetting of Financial Liabilities: Securities loaned $ $ — $ $ ) $ ) $ Securities sold under agreements to repurchase — ) — — Trading liabilities, at fair value: Currency forwards ) — ) — Options — ) — — Interest rate swaps — — ) — Total $ $ ) $ $ ) $ ) $ |
Derivative Instruments (Tables)
Derivative Instruments (Tables) - Virtu Financial LLC and Subsidiaries | 3 Months Ended |
Mar. 31, 2015 | |
Schedule of fair value of derivative instruments on a gross basis | (in thousands) March 31, 2015 December 31, 2014 Derivatives Assets Balance Sheet Classification Fair Value Notional Fair Value Notional Equities futures Receivables from broker dealers and clearing organizations $ $ $ $ Commodity futures Receivables from broker dealers and clearing organizations ) Currency futures Receivables from broker dealers and clearing organizations ) Treasury futures Receivables from broker dealers and clearing organizations ) Options Financial instruments owned Currency forwards Financial instruments owned Derivatives Liabilities Balance Sheet Classification Fair Value Notional Fair Value Notional Equities futures Payables to broker dealers and clearing organizations $ $ $ ) $ Commodity futures Payables to broker dealers and clearing organizations ) ) Currency futures Payables to broker dealers and clearing organizations ) ) Options Financial instruments sold, not yet purchased Currency forwards Financial instruments sold, not yet purchased Interest rate swaps Financial instruments sold, not yet purchased |
Schedule of gain impact that derivative instruments not designated as hedging instruments had on results of operations | For the Three Months Ended March 31, (in thousands) 2015 2014 Futures $ $ Currency forwards Options ) Interest rate swaps — $ $ |
Income Taxes (Tables)
Income Taxes (Tables) - Virtu Financial LLC and Subsidiaries | 3 Months Ended |
Mar. 31, 2015 | |
Summary of net income (loss) before income taxes | For the quarters ended March 31, (in thousands) 2015 2014 U.S. operations $ $ Non-U.S. operations $ $ |
Summary of provision for income taxes | For the quarters ended March 31, (in thousands) 2015 2014 Current provision Non-US $ $ Deferred benefit Non-US — Provision (benefit) for income taxes $ $ |
Schedule of reconciliation of the tax provision at U.S. Federal Statutory Rate to the provision for income taxes | For the quarters ended March 31, (in thousands, except percentages) 2015 2014 Tax provision at the U.S. federal statutory rate — — — — Foreign taxes $ % $ % Provision (benefit) for income taxes $ % $ % |
Schedule of components of deferred tax assets and liabilities | March 31, December 31, (in thousands) 2015 2014 Deferred income tax assets Share-based compensation $ $ Fixed assets Other — Total deferred income tax assets $ $ Deferred income tax liabilities Fixed assets $ $ — Total deferred income tax liabilities $ $ — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | Class A-2 profits interests | |
Schedule of activity in the Class A-2 profits interests | Number of Interests Weighted Average Fair Value Weighted Average Remaining Life Outstanding December 31, 2013 $ Interests granted — $ — — Interests repurchased ) $ — Outstanding March 31, 2014 $ Outstanding December 31, 2014 $ Interests granted $ Interests repurchased ) $ — Outstanding March 31, 2015 $ |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Virtu Financial LLC and Subsidiaries | |
Schedule of total revenues by geographic area | For the Three Months Ended March 31, (in thousands) 2015 2014 Revenues: United States $ $ Australia Ireland Singapore Total revenues $ $ |
Organization and Basis of Pre48
Organization and Basis of Presentation (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Apr. 20, 2015USD ($) | Mar. 31, 2015segmentitem$ / shares | Apr. 21, 2015$ / shares | Apr. 16, 2015$ / shares | Apr. 15, 2015$ / shares | Dec. 31, 2014$ / shares | |
Subsequent Event | ||||||
Common stock, par value | $ 0.00001 | |||||
Class A common stock | ||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||
Class A common stock | Subsequent Event | ||||||
Common stock, par value | $ 0.00001 | |||||
Virtu Financial LLC and Subsidiaries | ||||||
Number of businesses Company is managed and operated as | item | 1 | |||||
Number of reportable segments | segment | 1 | |||||
Virtu Financial LLC and Subsidiaries | Subsequent Event | ||||||
Payments of dividends | $ | $ 50 | |||||
Remaining dividends payable | $ | $ 50 | |||||
Virtu Financial LLC and Subsidiaries | Class A common stock | Subsequent Event | ||||||
Common stock, par value | $ 0.00001 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies (Details) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property and Equipment and Capitalized Software | ||
Capitalized software development costs | $ 2.7 | $ 3.1 |
Amortization expense for capitalized software | $ 2.5 | 2.6 |
Securities Borrowed and Securities Loaned | ||
Minimum initial collateral advanced or received expressed as a percentage of fair value of the underlying securities borrowed or loaned | 102.00% | |
Fair Value Measurements | ||
Transfers of financial instruments between levels | $ 0 | $ 0 |
Furniture, fixtures and equipment | Minimum | ||
Property and Equipment and Capitalized Software | ||
Estimated useful lives | 3 years | |
Furniture, fixtures and equipment | Maximum | ||
Property and Equipment and Capitalized Software | ||
Estimated useful lives | 7 years | |
Leasehold improvements | ||
Property and Equipment and Capitalized Software | ||
Estimated useful lives | 7 years | |
Capitalized software | Minimum | ||
Property and Equipment and Capitalized Software | ||
Estimated useful lives | 1 year 4 months 24 days | |
Capitalized software | Maximum | ||
Property and Equipment and Capitalized Software | ||
Estimated useful lives | 2 years 6 months |
Summary of Significant Accoun50
Summary of Significant Accounting Policies (Details 2) - Virtu Financial LLC and Subsidiaries $ in Millions | 3 Months Ended | |
Mar. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | |
Goodwill | ||
Number of operating segments | 1 | |
Income Taxes | ||
Uncertain tax positions | $ | $ 0 | $ 0 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets (Details) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Goodwill | ||
Changes in carrying amount of goodwill | $ 0 | $ 0 |
Goodwill impairment | $ 0 | $ 0 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets (Details 2) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Acquired intangible assets | ||||
Gross Carrying Amount | $ 111,900 | $ 111,900 | $ 111,900 | |
Accumulated Amortization | 110,538 | 110,486 | 110,538 | |
Net Carrying Amount | 1,362 | 1,414 | 1,362 | |
Amortization expense relating to finite-lived intangible assets | 53 | $ 53 | ||
Purchased technology | ||||
Acquired intangible assets | ||||
Gross Carrying Amount | 110,000 | 110,000 | 110,000 | |
Accumulated Amortization | $ 110,000 | $ 110,000 | 110,000 | |
Purchased technology | Minimum | ||||
Acquired intangible assets | ||||
Useful Lives | 1 year 4 months 24 days | 1 year 4 months 24 days | ||
Purchased technology | Maximum | ||||
Acquired intangible assets | ||||
Useful Lives | 2 years 6 months | 2 years 6 months | ||
ETF issuer relationships | ||||
Acquired intangible assets | ||||
Gross Carrying Amount | $ 950 | $ 950 | 950 | |
Accumulated Amortization | 269 | 243 | 269 | |
Net Carrying Amount | $ 681 | $ 707 | 681 | |
Useful Lives | 9 years | 9 years | ||
ETF buyer relationships | ||||
Acquired intangible assets | ||||
Gross Carrying Amount | $ 950 | $ 950 | 950 | |
Accumulated Amortization | 269 | 243 | 269 | |
Net Carrying Amount | $ 681 | $ 707 | $ 681 | |
Useful Lives | 9 years | 9 years |
Receivables from_Payables to 53
Receivables from/Payables to Broker-Dealers and Clearing Organizations (Details) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Due from prime brokers | $ 102,734 | $ 67,556 |
Deposits with clearing organizations | 53,907 | 29,595 |
Net equity with futures commission merchants | 148,611 | 155,060 |
Unsettled trades | 37,349 | 55,929 |
Securities failed to deliver | 118,580 | 79,512 |
Total receivables from broker-dealers and clearing organizations | 461,181 | 387,652 |
Liabilities | ||
Due to prime brokers | 178,063 | 313,623 |
Net equity with futures commission merchants | 455,112 | 60,973 |
Unsettled trades | 92,909 | 311,322 |
Securities failed to receive | 1 | 285 |
Total payables to broker-dealers and clearing organizations | 726,085 | 686,203 |
Outstanding principal balance | $ 241,800 | $ 183,000 |
Collateralized Transactions (De
Collateralized Transactions (Details) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Financial instruments owned and pledged | ||
Financial instruments owned and pledged, where counterparty has right to repledge | $ 496,833 | $ 236,375 |
Securities received as collateral: | ||
Securities borrowed | 666,963 | 470,553 |
Securities purchased under agreements to resell | 272 | 31,472 |
Total amounts related to collateralized transactions | 667,235 | 502,025 |
Equity securities | ||
Financial instruments owned and pledged | ||
Financial instruments owned and pledged, where counterparty has right to repledge | 482,700 | 219,159 |
Exchange traded notes | ||
Financial instruments owned and pledged | ||
Financial instruments owned and pledged, where counterparty has right to repledge | $ 14,133 | $ 17,216 |
Borrowings (Details)
Borrowings (Details) - Virtu Financial LLC and Subsidiaries $ in Thousands | 3 Months Ended | |||
Mar. 31, 2015USD ($)item | Mar. 31, 2014USD ($) | Dec. 31, 2014 | Jul. 22, 2013USD ($) | |
Credit Facilities | ||||
Number of secured credit facilities | item | 2 | |||
Interest expense | $ 7,602 | $ 7,551 | ||
Broker-Dealer Credit Facility on an uncommitted basis | ||||
Credit Facilities | ||||
Maximum borrowing capacity | $ 100,000 | |||
Interest rate (as a percent) | 1.13% | 1.12% | ||
Credit facility term | 364 days | |||
Interest expense | $ 100 | $ 100 | ||
Broker-Dealer Credit Facility on committed basis | ||||
Credit Facilities | ||||
Maximum borrowing capacity | $ 50,000 | $ 50,000 | ||
Credit facility term | 364 days | |||
Broker-Dealer Credit Facility on committed basis | LIBOR rate | ||||
Credit Facilities | ||||
Interest rate margin (as a percent) | 1.25% |
Borrowings (Details 2)
Borrowings (Details 2) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Oct. 17, 2014 | Aug. 06, 2014 | Jun. 24, 2014 | Mar. 06, 2013 | Feb. 17, 2012 | Aug. 08, 2011 | Jun. 29, 2011 | Apr. 26, 2010 | |
Short-Term Credit Facilities | ||||||||||||
Interest expense | $ 7,602 | $ 7,551 | ||||||||||
Short-term credit facility, one | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Maximum amount available for borrowing | $ 35,000 | |||||||||||
Maximum borrowing capacity as a percentage of initial margin requirement | 80.00% | |||||||||||
Interest rate (as a percent) | 2.13% | 2.05% | 2.05% | |||||||||
Outstanding principal balance | $ 32,600 | $ 26,700 | $ 26,700 | |||||||||
Interest expense | $ 200 | 100 | ||||||||||
Short-term credit facility, one | Interest rate in effect for short term credit facility, one | Default in payment upon demand | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Spread on variable rate basis (as a percent) | 2.00% | |||||||||||
Short-term credit facility, one | Prime rate | Default in payment upon demand | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Spread on variable rate basis (as a percent) | 2.00% | |||||||||||
Short-term credit facility, two | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Maximum amount available for borrowing | $ 300,000 | $ 200,000 | ||||||||||
Effective interest rate (as a percent) | 1.16% | 1.25% | 1.25% | |||||||||
Outstanding principal balance | $ 168,500 | $ 124,300 | $ 124,300 | |||||||||
Interest expense | $ 400 | 600 | ||||||||||
Short-term credit facility, two | Federal funds target rate | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Spread on variable rate basis (as a percent) | 1.00% | 1.00% | ||||||||||
Reference rate (as a percent) | 0.25% | 0.25% | ||||||||||
Short-term credit facility, three | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Maximum amount available for borrowing | $ 10,000 | |||||||||||
Outstanding principal balance | $ 0 | 0 | $ 0 | |||||||||
Interest expense | 300 | 0 | ||||||||||
Short-term credit facility, four | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Maximum amount available for borrowing | $ 40,000 | |||||||||||
Maximum borrowing capacity as a percentage of initial margin requirement | 80.00% | |||||||||||
Outstanding principal balance | 38,600 | $ 31,900 | $ 31,900 | |||||||||
Interest expense | $ 200 | $ 100 | ||||||||||
Short-term credit facility, four | Federal funds target rate | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Interest rate (as a percent) | 2.12% | 2.12% | 2.12% | |||||||||
Spread on variable rate basis (as a percent) | 2.00% | |||||||||||
Short term credit facility, five | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Maximum amount available for borrowing | $ 20,000 | |||||||||||
Outstanding principal balance | $ 2,100 | $ 100 | $ 100 | |||||||||
Interest expense | $ 0 | 0 | ||||||||||
Short term credit facility, five | LIBOR rate | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Interest rate (as a percent) | 1.10% | |||||||||||
Short term credit facility, six | ||||||||||||
Short-Term Credit Facilities | ||||||||||||
Maximum amount available for borrowing | $ 5,000 | $ 3,000 | ||||||||||
Interest rate (as a percent) | 9.00% | |||||||||||
Outstanding principal balance | $ 0 | 0 | $ 0 | |||||||||
Interest expense | $ 200 | $ 100 | ||||||||||
Minimum number of business days' notice by financial institution to change interest rate | 10 days |
Borrowings (Details 3)
Borrowings (Details 3) - Virtu Financial LLC and Subsidiaries - Senior Secured Credit Facility - USD ($) $ in Thousands | Nov. 08, 2013 | May. 01, 2013 | Jul. 08, 2011 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Credit Facilities | ||||||
Face amount | $ 320,000 | |||||
Discount (as a percent) | 2.00% | |||||
Issued amount | $ 313,600 | |||||
Discount | $ 6,400 | $ 1,800 | $ 1,900 | |||
Percentage of the non-voting stock of the entity's domestic subsidiaries' direct foreign subsidiaries collateralized | 100.00% | |||||
Percentage of the voting stock of the entity's domestic subsidiaries' direct foreign subsidiaries as collateral | 65.00% | |||||
Increase in principal amount outstanding | $ 106,700 | $ 150,000 | ||||
Annual amortization obligation as a percentage of original principal amount | 15.00% | |||||
Annual amortization obligation as a percentage of outstanding principal amount | 1.00% | |||||
Outstanding principal amount | $ 510,000 | $ 502,714 | ||||
Reduction in incremental spread upon consummation of qualifying initial public offering (as a percent) | 0.50% | |||||
Interest rate (as a percent) | 5.75% | |||||
Aggregate future required minimum principal payments based on the terms of loan | ||||||
2,015 | $ 2,914 | |||||
2,016 | 5,100 | |||||
2,017 | 5,100 | |||||
2018 and thereafter | 489,600 | |||||
Total maturities of long-term debt | $ 510,000 | 502,714 | ||||
Net carrying amount of deferred financing fees capitalized | 4,800 | $ 5,100 | ||||
Reclassification of deferred financing fees | 5,100 | |||||
Amortization expense related to the deferred financing fees | 300 | $ 300 | ||||
Accretion related to the net carrying amount of debt discount | $ 100 | $ 100 | ||||
First option | ||||||
Credit Facilities | ||||||
Fixed interest rate base (as a percent) | 2.25% | |||||
Additional interest margin added to fixed and variable rates (as a percent) | 3.50% | |||||
First option | Federal funds effective rate | ||||||
Credit Facilities | ||||||
Interest rate added to variable rate (as a percent) | 0.50% | |||||
First option | Adjusted LIBOR rate for the interest period | ||||||
Credit Facilities | ||||||
Interest rate added to variable rate (as a percent) | 1.00% | |||||
Second option | ||||||
Credit Facilities | ||||||
Fixed interest rate base (as a percent) | 1.25% | |||||
Additional interest margin added to fixed and variable rates (as a percent) | 4.50% |
Financial Assets and Liabilit58
Financial Assets and Liabilities (Details) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Fair value measurements measured on a recurring basis | ||
Transfers of financial assets between levels | $ 0 | $ 0 |
Transfers of financial liabilities between levels | 0 | 0 |
Assets | ||
Financial instruments owned, at fair value | 1,580,274 | 1,307,933 |
Financial instruments owned, pledged as collateral | 496,833 | 236,375 |
Other assets: exchange stock | 8,679 | 8,205 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 1,292,280 | 1,037,634 |
Equity securities | ||
Assets | ||
Financial instruments owned, pledged as collateral | 482,700 | 219,159 |
Exchange traded notes | ||
Assets | ||
Financial instruments owned, pledged as collateral | 14,133 | 17,216 |
Fair value measurements measured on a recurring basis | ||
Assets | ||
Financial instruments owned, at fair value | (1,629,629) | |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | (1,629,629) | |
Fair value measurements measured on a recurring basis | Currency forwards | ||
Assets | ||
Financial instruments owned, at fair value | (1,629,629) | |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | (1,629,629) | |
Fair value measurements measured on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Financial instruments owned, at fair value | 1,488,708 | 1,282,216 |
Financial instruments owned, pledged as collateral | 496,833 | 236,375 |
Other assets: exchange stock | 8,679 | 8,205 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 1,288,695 | 973,456 |
Fair value measurements measured on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity securities | ||
Assets | ||
Financial instruments owned, at fair value | 1,472,279 | 1,216,532 |
Financial instruments owned, pledged as collateral | 482,700 | 219,159 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 1,250,392 | 859,836 |
Fair value measurements measured on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | U S And Non-U S Government Obligations | ||
Assets | ||
Financial instruments owned, at fair value | 993 | |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 9,512 | 21,107 |
Fair value measurements measured on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Exchange traded notes | ||
Assets | ||
Financial instruments owned, at fair value | 15,436 | 65,684 |
Financial instruments owned, pledged as collateral | 14,133 | 17,216 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 28,791 | 92,513 |
Fair value measurements measured on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Exchange stock | ||
Assets | ||
Other assets: exchange stock | 8,679 | 8,205 |
Fair value measurements measured on a recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Financial instruments owned, at fair value | 1,154,077 | 1,655,346 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 1,066,096 | 1,693,807 |
Fair value measurements measured on a recurring basis | Significant Other Observable Inputs (Level 2) | Currency forwards | ||
Assets | ||
Financial instruments owned, at fair value | 1,128,453 | 1,629,637 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 1,065,436 | 1,645,820 |
Fair value measurements measured on a recurring basis | Significant Other Observable Inputs (Level 2) | Options | ||
Assets | ||
Financial instruments owned, at fair value | 245 | 321 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 533 | 79 |
Fair value measurements measured on a recurring basis | Significant Other Observable Inputs (Level 2) | Interest rate swap | ||
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 11 | 12 |
Fair value measurements measured on a recurring basis | Significant Other Observable Inputs (Level 2) | Equity securities | ||
Assets | ||
Financial instruments owned, at fair value | 23,668 | 17,166 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 116 | 47,896 |
Fair value measurements measured on a recurring basis | Significant Other Observable Inputs (Level 2) | U S And Non-U S Government Obligations | ||
Assets | ||
Financial instruments owned, at fair value | 1,711 | 8,222 |
Fair value measurements measured on a recurring basis | Counterparty Netting | ||
Assets | ||
Financial instruments owned, at fair value | (1,062,511) | |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | (1,062,511) | |
Fair value measurements measured on a recurring basis | Counterparty Netting | Currency forwards | ||
Assets | ||
Financial instruments owned, at fair value | (1,062,511) | |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | (1,062,511) | |
Fair value measurements measured on a recurring basis | Total Fair Value | ||
Assets | ||
Financial instruments owned, at fair value | 1,580,274 | 1,307,933 |
Financial instruments owned, pledged as collateral | 496,833 | 236,375 |
Other assets: exchange stock | 8,679 | 8,205 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 1,292,280 | 1,037,634 |
Fair value measurements measured on a recurring basis | Total Fair Value | Currency forwards | ||
Assets | ||
Financial instruments owned, at fair value | 65,942 | 8 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 2,925 | 16,191 |
Fair value measurements measured on a recurring basis | Total Fair Value | Options | ||
Assets | ||
Financial instruments owned, at fair value | 245 | 321 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 533 | 79 |
Fair value measurements measured on a recurring basis | Total Fair Value | Interest rate swap | ||
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 11 | 12 |
Fair value measurements measured on a recurring basis | Total Fair Value | Equity securities | ||
Assets | ||
Financial instruments owned, at fair value | 1,495,947 | 1,233,698 |
Financial instruments owned, pledged as collateral | 482,700 | 219,159 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 1,250,508 | 907,732 |
Fair value measurements measured on a recurring basis | Total Fair Value | U S And Non-U S Government Obligations | ||
Assets | ||
Financial instruments owned, at fair value | 2,704 | 8,222 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 9,512 | 21,107 |
Fair value measurements measured on a recurring basis | Total Fair Value | Exchange traded notes | ||
Assets | ||
Financial instruments owned, at fair value | 15,436 | 65,684 |
Financial instruments owned, pledged as collateral | 14,133 | 17,216 |
Liabilities | ||
Financial instruments sold, not yet purchased, at fair value | 28,791 | 92,513 |
Fair value measurements measured on a recurring basis | Total Fair Value | Exchange stock | ||
Assets | ||
Other assets: exchange stock | $ 8,679 | $ 8,205 |
Financial Assets and Liabilit59
Financial Assets and Liabilities (Details 2) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Securities borrowed | ||
Gross Amounts of Recognized Assets | $ 691,084 | $ 484,934 |
Net Amounts of Assets Presented in the Condensed Consolidated Statement of Financial Condition | 691,084 | 484,934 |
Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition | ||
Financial instruments | (681,368) | (477,559) |
Net Amount | 9,716 | 7,375 |
Securities purchased under agreements to resell | ||
Gross Amounts of Recognized Assets | 272 | 31,463 |
Net Amounts of Assets Presented in the Condensed Consolidated Statement of Financial Condition | 272 | 31,463 |
Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition | ||
Financial instruments | (272) | (31,463) |
Total | ||
Gross Amounts of Recognized Assets | 1,820,054 | 2,146,355 |
Gross Amounts Offset in the Condensed Consolidated Statement of Financial Condition | (1,062,511) | (1,629,629) |
Net Amounts of Assets Presented in the Condensed Consolidated Statement of Financial Condition | 757,543 | 516,726 |
Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition | ||
Financial instruments | (681,885) | (509,098) |
Cash collateral received | (62,616) | |
Net Amount | 13,042 | 7,628 |
Currency forwards | ||
Trading assets, at fair value | ||
Gross Amounts of Recognized Assets | 1,128,453 | 1,629,637 |
Gross Amounts Offset in the Condensed Consolidated Statement of Financial Condition | (1,062,511) | (1,629,629) |
Net Amounts of Assets Presented in the Condensed Consolidated Statement of Financial Condition | 65,942 | 8 |
Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition | ||
Cash collateral received | (62,616) | |
Net Amount | 3,326 | 8 |
Options | ||
Trading assets, at fair value | ||
Gross Amounts of Recognized Assets | 245 | 321 |
Net Amounts of Assets Presented in the Condensed Consolidated Statement of Financial Condition | 245 | 321 |
Gross Amounts Not Offset in the Condensed Consolidated Statement of Financial Condition | ||
Financial instruments | $ (245) | (76) |
Net Amount | $ 245 |
Financial Assets and Liabilit60
Financial Assets and Liabilities (Details 3) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Securities loaned | ||
Gross Amounts of Recognized Liabilities | $ 956,897 | $ 497,862 |
Net Amounts of Liabilities Presented in the Consolidated Statement of Financial Condition | 956,897 | 497,862 |
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Financial instruments | (944,435) | (490,768) |
Cash collateral received | (2,846) | (2,812) |
Net Amount | 9,616 | 4,282 |
Securities sold under agreements to repurchase | ||
Gross Amounts of Recognized Liabilities | 10,973 | 2,006 |
Net Amounts of Liabilities Presented in the Consolidated Statement of Financial Condition | 10,973 | 2,006 |
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Financial instruments | (10,973) | (2,006) |
Total | ||
Gross Amounts of Recognized Liabilities | 2,033,850 | 2,145,779 |
Gross Amounts Offset in the Consolidated Statement of Financial Condition | (1,062,511) | (1,629,629) |
Net Amounts of Liabilities Presented in the Consolidated Statement of Financial Condition | 971,339 | 516,150 |
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Financial instruments | (955,653) | (492,853) |
Cash collateral received | (5,057) | (19,015) |
Net Amount | 10,629 | 4,282 |
Receivables from broker dealers and clearing organizations | ||
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Net variation margin on long and short futures contracts | (64,200) | 46,400 |
Payables to broker dealers and clearing organizations | ||
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Net variation margin on long and short futures contracts | (2,900) | (3,600) |
Currency forwards | ||
Trading liabilities, at fair value: | ||
Gross Amounts of Recognized Assets | 1,065,436 | 1,645,820 |
Gross Amounts Offset in the Consolidated Statement of Financial Condition | (1,062,511) | (1,629,629) |
Net Amounts of Assets Presented in the Consolidated Statement of Financial Condition | 2,925 | 16,191 |
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Cash collateral received | (1,912) | (16,191) |
Net Amount | 1,013 | |
Options | ||
Trading liabilities, at fair value: | ||
Gross Amounts of Recognized Assets | 533 | 79 |
Net Amounts of Assets Presented in the Consolidated Statement of Financial Condition | 533 | 79 |
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Financial instruments | (245) | (79) |
Cash collateral received | (288) | |
Interest rate swap | ||
Trading liabilities, at fair value: | ||
Gross Amounts of Recognized Assets | 11 | 12 |
Net Amounts of Assets Presented in the Consolidated Statement of Financial Condition | 11 | 12 |
Gross Amounts Not Offset in the Consolidated Statement of Financial Condition | ||
Cash collateral received | $ (11) | $ (12) |
Derivative Instruments (Details
Derivative Instruments (Details) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Equities futures | Receivables from broker dealers and clearing organizations | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | $ 1,901 | $ 241 |
Derivatives Assets, Notional | 568,824 | 561,029 |
Equities futures | Payables to broker dealers and clearing organizations | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Liabilities, Fair Value | 2,437 | (268) |
Derivatives Liabilities, Notional | 434,371 | 122,948 |
Commodity futures | Receivables from broker dealers and clearing organizations | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | (62,144) | 42,489 |
Derivatives Assets, Notional | 30,470,412 | 28,823,081 |
Commodity futures | Payables to broker dealers and clearing organizations | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Liabilities, Fair Value | (89) | (295) |
Derivatives Liabilities, Notional | 14,067 | 15,727 |
Currency futures | Receivables from broker dealers and clearing organizations | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | (3,989) | 3,180 |
Derivatives Assets, Notional | 2,106,049 | 2,916,222 |
Currency futures | Payables to broker dealers and clearing organizations | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Liabilities, Fair Value | (5,282) | (3,077) |
Derivatives Liabilities, Notional | 1,370,721 | 2,123,341 |
Treasury futures | Receivables from broker dealers and clearing organizations | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | (6) | 504 |
Derivatives Assets, Notional | 408,908 | 857,363 |
Options | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | 245 | 321 |
Derivatives Liabilities, Fair Value | 533 | 79 |
Options | Financial instruments owned | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | 245 | 321 |
Derivatives Assets, Notional | 42,312 | 39,802 |
Options | Financial instruments sold, not yet purchased | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Liabilities, Fair Value | 533 | 79 |
Derivatives Liabilities, Notional | 42,507 | 12,913 |
Currency forwards | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | 1,128,453 | 1,629,637 |
Derivatives Liabilities, Fair Value | 1,065,436 | 1,645,820 |
Currency forwards | Financial instruments owned | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Assets, Fair Value | 1,128,453 | 1,629,637 |
Derivatives Assets, Notional | 53,768,957 | 127,021,198 |
Currency forwards | Financial instruments sold, not yet purchased | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Liabilities, Fair Value | 1,065,436 | 1,645,820 |
Derivatives Liabilities, Notional | 37,718,674 | 125,152,639 |
Interest rate swap | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Liabilities, Fair Value | 11 | 12 |
Interest rate swap | Financial instruments sold, not yet purchased | ||
Fair value of derivative instruments on a gross basis | ||
Derivatives Liabilities, Fair Value | 11 | 12 |
Derivatives Liabilities, Notional | $ 164,020 | $ 164,020 |
Derivative Instruments (Detai62
Derivative Instruments (Details 2) - Virtu Financial LLC and Subsidiaries - Not designated as hedging instruments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Gain impact of derivative instruments not designated as hedging instruments | ||
Gain impact that derivative instruments not designated as hedging instruments had on results of operations | $ 310,909 | $ 67,800 |
Futures | ||
Gain impact of derivative instruments not designated as hedging instruments | ||
Gain impact that derivative instruments not designated as hedging instruments had on results of operations | 283,483 | 26,270 |
Currency forwards | ||
Gain impact of derivative instruments not designated as hedging instruments | ||
Gain impact that derivative instruments not designated as hedging instruments had on results of operations | 27,855 | 41,067 |
Options | ||
Gain impact of derivative instruments not designated as hedging instruments | ||
Gain impact that derivative instruments not designated as hedging instruments had on results of operations | (431) | $ 463 |
Interest rate swap | ||
Gain impact of derivative instruments not designated as hedging instruments | ||
Gain impact that derivative instruments not designated as hedging instruments had on results of operations | $ 2 |
Income Taxes (Details)63
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Net income (loss) before income taxes | |||
Income (loss) before income taxes | $ (13,555) | ||
Reconciliation of tax provision | |||
Tax provision at the U.S. federal statutory rate (as a percent) | 35.00% | 35.00% | |
Provision (benefit) for income taxes | $ 0 | $ (4,744) | |
Virtu Financial LLC and Subsidiaries | |||
Net income (loss) before income taxes | |||
U.S. operations | 62,408,000 | 41,484,000 | |
Non-U.S. operations | 17,764,000 | 8,371,000 | |
Income (loss) before income taxes | 80,172,000 | 49,855,000 | |
Current provision | |||
Non-US current provision | 2,015,000 | 966,000 | |
Deferred benefit | |||
Non-US deferred benefit | 713,000 | ||
Provision (benefit) for income taxes | 2,728,000 | 966,000 | |
Reconciliation of tax provision | |||
Foreign taxes | $ 2,728,000 | $ 966,000 | |
Foreign taxes (as a percent) | 3.40% | 1.90% | |
Provision (benefit) for income taxes | $ 2,728,000 | $ 966,000 | |
Provision (benefit) for income taxes (as a percent) | 3.40% | 1.90% | |
Deferred income tax assets | |||
Share-based compensation | $ 268,000 | $ 947,000 | |
Fixed assets | 186,000 | 18,000 | |
Other | 12,000 | ||
Total deferred income tax assets | 454,000 | 977,000 | |
Deferred income tax liabilities | |||
Fixed assets | 144,000 | ||
Total deferred income tax liabilities | 144,000 | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Capital Structure (Details)
Capital Structure (Details) - Virtu Financial LLC and Subsidiaries $ in Thousands | Dec. 31, 2014USD ($)shares | Jul. 08, 2011USD ($)itemshares | Mar. 31, 2015USD ($)itemshares | Mar. 31, 2014shares | Dec. 31, 2014USD ($)shares | Jul. 08, 2015 |
Number of classes of members interests issued | item | 3 | |||||
Temasek | ||||||
Maximum amount of payments to be made if value of interest acquired exceeds certain limit of transaction price | $ | $ 3,900 | |||||
Ratio of interest acquired over transaction price | 1.7 | |||||
Class A-1 | ||||||
Membership interests issued (in shares) | 1,964,826 | 1,964,826 | 1,964,826 | |||
Aggregate capital balance | $ | $ 19,648 | $ 19,648 | $ 19,648 | |||
Number of members that haves the right to call for redemption | item | 3 | |||||
Members interests granted (in shares) | 0 | 0 | ||||
Members interests forfeited (in shares) | 0 | 0 | ||||
Members interests distributed (in shares) | 0 | 0 | ||||
Members interests redeemed (in shares) | 0 | 0 | ||||
Membership interests outstanding (in shares) | 1,964,826 | 1,964,826 | 1,964,826 | |||
Amount of unrecovered capital for entitlement of distributions of capital proceeds | $ | $ 0 | $ 0 | $ 0 | |||
Conversion ratio to convert from Class A-1 to Class A-2 | 1 | 1 | ||||
Threshold percentage of aggregate principal amount of redemption note to retain any approval and consent rights | 50.00% | |||||
Class A-1 | Minimum | ||||||
Threshold of gross proceeds raised from an initial public offering for a qualified IPO | $ | $ 100,000 | |||||
Number of times the invested amount to determine the valuation of the entity | 1.75 | |||||
Class A-1 | Silver Lake Member | ||||||
Redeemable interests issued (in shares) | 25,000,000 | |||||
Redeemable interests held (in shares) | 7,381,224 | 7,381,224 | ||||
Percentage of indirect ownership interest held in the entity | 57.90% | |||||
Number of members can be appointed in Entity's board | item | 1 | |||||
Class A-1 | Affiliate of Vincent Viola | ||||||
Membership interests issued (in shares) | 1,964,826 | |||||
Aggregate capital balance | $ | $ 270,000 | |||||
Class A-1 | Temasek Member | ||||||
Redeemable interests transferred from one member to another member (in shares) | 5,376,603 | |||||
Number of members can be appointed in Entity's board | item | 1 | |||||
Number of members can be appointed in Entity's board by other members in consultation with Temasek member | item | 1 | |||||
Class A-1 | SLT Member | ||||||
Redeemable interests transferred from one member to another member (in shares) | 12,242,173 | |||||
Percentage of indirect ownership interest held in the entity | 42.10% | |||||
Class A-2 capital interests | ||||||
Membership interests issued (in shares) | 93,786,659 | 93,786,659 | 93,786,659 | |||
Membership interests outstanding (in shares) | 93,786,659 | 93,786,659 | 93,786,659 | |||
Amount of unrecovered capital for entitlement of distributions of capital proceeds | $ | $ 0 | $ 0 | $ 0 | |||
Class A-2 capital interests | East MIP | ||||||
Contribution of capital interests to incentive plan (in shares) | 2,625,000 | |||||
Class A-2 capital interests | Temasek Member | ||||||
Membership interests issued (in shares) | 214,433 | 214,433 | ||||
Member's interests transferred from one entity to another entity (in shares) | 1,614,322 | |||||
Class A-2 profits interests | Employee Holdco | ||||||
Membership interests issued (in shares) | 6,069,007 | 6,061,930 | 6,069,007 | |||
Members interests issued during the period (in shares) | 6,418 | 0 | ||||
Members interests redeemed (in shares) | 13,495 | 6,796 | ||||
Membership interests outstanding (in shares) | 6,069,007 | 6,061,930 | 6,069,007 | |||
Class B interests | ||||||
Membership interests issued (in shares) | 0 | 0 | ||||
Non-voting interests vesting period | 4 years | |||||
Percentage of capital proceeds issued | 12.915% | 12.915% | 12.915% | |||
Percentage of capital proceeds outstanding | 12.915% | 12.915% | 12.915% | |||
Class B interests | East MIP | ||||||
Non-voting interests vesting period | 4 years |
Share-based Compensation (Detai
Share-based Compensation (Details) - Virtu Financial LLC and Subsidiaries $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015USD ($)employee$ / sharesshares | Mar. 31, 2014USD ($)employee$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013$ / sharesshares | |
Class A-2 profits interests | ||||
Share-based Compensation. | ||||
Vesting period | 4 years | 4 years | ||
Expense recognized | $ | $ 5.9 | $ 5.3 | ||
Unrecognized share-based compensation expense | $ | $ 3.3 | |||
Weighted average period for compensation expense expected to be recognized | 2 years 3 months 18 days | |||
Number of Profits Interests | ||||
Outstanding at the beginning of the period (in shares) | 6,069,007 | 4,434,452 | 4,434,452 | |
Interests granted (in shares) | 6,418 | |||
Interests repurchased (in shares) | 13,495 | 6,796 | ||
Outstanding at the end of the period (in shares) | 6,061,930 | 4,427,656 | 6,069,007 | 4,434,452 |
Weighted Average Fair Value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 7.05 | $ 6.82 | $ 6.82 | |
Interests granted (in dollars per share) | $ / shares | 7.52 | |||
Interests repurchased (in dollars per share) | $ / shares | 7.17 | 6.46 | ||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 7.05 | $ 6.82 | $ 7.05 | $ 6.82 |
Weighted Average Remaining Life, outstanding at the beginning of the period | ||||
Weighted Average Remaining Life | 2 years 3 months 26 days | 3 years 1 month 24 days | 2 years 6 months 15 days | 3 years 4 months 24 days |
Interests granted (in years) | 3 years | |||
Class B interests | ||||
Share-based Compensation. | ||||
Number of employees | employee | 0 | 0 | ||
Expense recognized | $ | $ 0 | $ 0 | ||
Class B interests | Time based vesting | ||||
Share-based Compensation. | ||||
Vesting period | 4 years | 4 years | ||
Class B interests | East MIP | ||||
Share-based Compensation. | ||||
Expense recognized | $ | $ 0 | $ 0 | ||
Class B interests | East MIP | Time based vesting | ||||
Share-based Compensation. | ||||
Vesting period | 4 years | 4 years | ||
Number of interests vested | 0 | 0 |
Regulatory Requirement (Details
Regulatory Requirement (Details) - Virtu Financial LLC and Subsidiaries $ in Millions | 3 Months Ended | |
Mar. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | |
Number of broker-dealer subsidiaries | item | 2 | |
Minimum net capital required to be maintained by broker-dealer subsidiaries | $ 1 | |
Net capital of subsidiary one | 65.1 | $ 59.8 |
Net capital of subsidiary two | 7.6 | 8.1 |
Excess net capital over the required net capital of subsidiary one | 64.1 | 58.8 |
Excess net capital over the required net capital of subsidiary two | 6.6 | 7.1 |
Minimum capital required to be maintained in connection with the operation of the Company's DMM business | 3.8 | $ 3.7 |
Required amount under exchange rules | $ 1 | |
Required amount under exchange rules as percentage of market value | 15.00% | |
Number of trading units whose market value is considered to calculate required net capital under exchange act | item | 60 |
Geographic Information (Details
Geographic Information (Details) - Virtu Financial LLC and Subsidiaries - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Total revenues by geographic area | ||
Revenues | $ 221,528 | $ 173,295 |
United States | ||
Total revenues by geographic area | ||
Revenues | 150,960 | 108,868 |
Australia | ||
Total revenues by geographic area | ||
Revenues | 42 | 86 |
Ireland | ||
Total revenues by geographic area | ||
Revenues | 46,129 | 42,165 |
Singapore | ||
Total revenues by geographic area | ||
Revenues | $ 24,397 | $ 22,176 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Apr. 21, 2015USD ($)$ / sharesshares | Apr. 15, 2015USD ($)item$ / sharesshares | Apr. 20, 2015USD ($) | Apr. 22, 2015USD ($) | Apr. 16, 2015$ / shares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares | Oct. 17, 2013shares | Jul. 22, 2013USD ($) |
Virtu Financial LLC and Subsidiaries | Broker-Dealer Credit Facility on an uncommitted basis | |||||||||
Subsequent events | |||||||||
Maximum borrowing capacity | $ 100 | ||||||||
Virtu Financial LLC and Subsidiaries | Broker-Dealer Credit Facility on committed basis | |||||||||
Subsequent events | |||||||||
Maximum borrowing capacity | $ 50 | $ 50 | |||||||
Class A common stock | |||||||||
Subsequent events | |||||||||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | |||||||
Sale of VFI's common stock | shares | 100 | 100 | |||||||
Class A common stock | VFH Parent LLC | |||||||||
Subsequent events | |||||||||
Sale of VFI's common stock | shares | 100 | ||||||||
Subsequent Event | |||||||||
Subsequent events | |||||||||
Common stock, par value | $ / shares | $ 0.00001 | ||||||||
Number of affiliates of the founder member | item | 3 | ||||||||
Number of entities managed by the founding member | item | 2 | ||||||||
Number of classes of common stock | item | 4 | ||||||||
One-time, non-cash compensation expense | $ 43.1 | ||||||||
Underwriting discount and commissions | $ 25.2 | ||||||||
Net proceeds from IPO contributed to VF | $ 58.8 | ||||||||
Subsequent Event | Virtu Financial LLC and Subsidiaries | |||||||||
Subsequent events | |||||||||
Ownership interest (as a percent) | 24.80% | ||||||||
Other offering costs | $ 9.5 | ||||||||
Payments of dividends | $ 50 | ||||||||
Remaining dividends payable | 50 | ||||||||
Subsequent Event | Virtu Financial LLC and Subsidiaries | Maximum | |||||||||
Subsequent events | |||||||||
Dividends declared | 100 | ||||||||
Remaining dividends payable | $ 50 | ||||||||
Subsequent Event | Virtu Financial LLC and Subsidiaries | Broker-Dealer Credit Facility on an uncommitted basis | |||||||||
Subsequent events | |||||||||
Maximum borrowing capacity | $ 125 | ||||||||
Subsequent Event | Virtu Financial LLC and Subsidiaries | Broker-Dealer Credit Facility on committed basis | |||||||||
Subsequent events | |||||||||
Maximum borrowing capacity | $ 75 | ||||||||
Subsequent Event | VFH Parent LLC | New revolving credit facility | |||||||||
Subsequent events | |||||||||
Maximum borrowing capacity | $ 100 | ||||||||
Commitment fee (as a percent) | 0.50% | ||||||||
Reduction in incremental spread upon consummation of qualifying initial public offering (as a percent) | 0.50% | ||||||||
Subsequent Event | VFH Parent LLC | New revolving credit facility | Federal funds effective rate | |||||||||
Subsequent events | |||||||||
Interest rate margin (as a percent) | 0.50% | ||||||||
Subsequent Event | VFH Parent LLC | New revolving credit facility | Adjusted LIBOR | |||||||||
Subsequent events | |||||||||
Interest rate margin (as a percent) | 3.00% | ||||||||
Subsequent Event | VFH Parent LLC | New revolving credit facility | Eurodollar | |||||||||
Subsequent events | |||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||
Fixed interest rate base (as a percent) | 2.00% | ||||||||
Subsequent Event | Silver Lake Post-IPO | |||||||||
Subsequent events | |||||||||
Payments to purchase shares of common stock and common units | $ 277.2 | ||||||||
Subsequent Event | Non-qualified stock options | 2015 Management Incentive Plan | |||||||||
Subsequent events | |||||||||
Grants (in shares) | shares | 9,228,000 | ||||||||
Vesting period | 4 years | ||||||||
Expiration period | 10 years | ||||||||
Subsequent Event | Class A common stock | |||||||||
Subsequent events | |||||||||
Number of shares of stock issued | shares | 19,012,112 | ||||||||
Common stock, par value | $ / shares | $ 0.00001 | ||||||||
Common stock sold in connection with full exercise of the option to purchase additional shares granted to underwriters (in shares) | shares | 2,479,840 | ||||||||
Common stock sold in connection with full exercise of the option to purchase additional shares granted to underwriters, at a price to public (in dollars per share) | $ / shares | $ 19 | ||||||||
Gross proceeds from offering | $ 361.2 | ||||||||
Subsequent Event | Class A common stock | 2015 Management Incentive Plan | |||||||||
Subsequent events | |||||||||
Number of shares of stock authorized | shares | 12,000,000 | ||||||||
Subsequent Event | Class A common stock | Virtu Financial LLC and Subsidiaries | |||||||||
Subsequent events | |||||||||
Common stock, par value | $ / shares | $ 0.00001 | ||||||||
Subsequent Event | Class A common stock | Silver Lake Post-IPO | |||||||||
Subsequent events | |||||||||
Purchase of common stock (in shares) | shares | 3,470,724 | ||||||||
Subsequent Event | Class A common stock | Restricted stock units | 2015 Management Incentive Plan | |||||||||
Subsequent events | |||||||||
Vesting period | 1 year | ||||||||
Restricted stock granted (in shares) | shares | 19,737 | ||||||||
Subsequent Event | Class A common stock and Class C common stock | |||||||||
Subsequent events | |||||||||
Number of votes provided to holders on all matters | item | 1 | ||||||||
Conversion of VFI's common stock | shares | 1 | ||||||||
Subsequent Event | Class B common stock and Class D common stock | |||||||||
Subsequent events | |||||||||
Number of votes provided to holders on all matters | item | 10 | ||||||||
Subsequent Event | Class D common stock | TJMT Holdings LLC | |||||||||
Subsequent events | |||||||||
Purchase of common stock (in shares) | shares | 79,610,490 | ||||||||
Subsequent Event | Class C common stock | Virtu Employee Holdco, Employee Trust, Management Members and other Virtu Post IPO Members | |||||||||
Subsequent events | |||||||||
Purchase of common stock (in shares) | shares | 36,746,041 | ||||||||
Subsequent Event | Class C common stock | Silver Lake Post-IPO | |||||||||
Subsequent events | |||||||||
Purchase of common stock (in shares) | shares | 4,862,609 | ||||||||
Subsequent Event | Class C common stock | Virtu Post-IPO | |||||||||
Subsequent events | |||||||||
Purchase of common stock (in shares) | shares | 12,214,224 | ||||||||
Subsequent Event | Class C common stock | Certain employees | |||||||||
Subsequent events | |||||||||
Purchase of common stock (in shares) | shares | 7,351,615 |