VIRTUS INVESTMENT PARTNERS, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2020, the end of the period covered by this Annual Report on Form 10-K. Changes in Internal Controls over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management's Report on Internal Control over Financial Reporting Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policy or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based upon the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our internal control over financial reporting was effective as of December 31, 2020. The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report, which is included in Item 15 "Exhibits and Financial Statement Schedules" of this Annual Report on Form 10-K. Item 9B. Other Information. None. 40 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Information required by this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Exchange Act. Item 11. Executive Compensation. Information required by this Item 11 is incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Exchange Act. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information required by Item 403 of Regulation S-K is incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Exchange Act. The following table sets forth information as of December 31, 2020 with respect to compensation plans under which shares of our common stock may be issued: EQUITY COMPENSATION PLAN INFORMATION (a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (1) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (2) 534,378 $ 55.18 343,165 Equity compensation plans not approved by security holders — — — Total 534,378 $ 55.18 343,165 (1) The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit awards ("RSUs") since recipients of such awards are not required to pay an exercise price to receive the shares subject to these awards. (2) Represents 1,193 shares of common stock issuable upon the exercise of stock options and 533,185 shares of our common stock issuable upon the vesting of RSUs outstanding under the Company's Omnibus Incentive and Equity Plan (the "Omnibus Plan"). Of the 2,820,000 maximum number of shares of our common stock authorized for issuance under the Omnibus Plan, 116,808 shares of common stock have been issued on a cumulative basis in the form of direct grants to directors. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information required by this Item 13 is incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Exchange Act. Item 14. Principal Accounting Fees and Services. Information required by this Item 14 is incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Exchange Act. 41 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a)(1) Financial Statements: The following Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements of Virtus are included in this Annual Report: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2020 and 2019 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 20 20 , 201 9 and 201 8 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2020, 2019 and 2018 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedules: All financial statement schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required. 42 Table of Contents (a)(3) Exhibits: The following exhibits are filed herewith or incorporated herein by reference: Exhibit Number Exhibit Description (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession 2.1 Separation Agreement, Plan of Reorganization and Distribution by and between The Phoenix Companies, Inc. and the Registrant, dated as of December 18, 2008 (incorporated by reference to Exhibit 2.1 of the Registrant's Amendment No. 4 to Form 10, filed December 19, 2008). 2.2 Agreement and Plan of Merger dated as of December 16, 2016 among the Registrant, 100 Pearl Street 2, LLC, Lightyear Fund III, AIV-2, L.P., and RidgeWorth Holdings LLC (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed December 22, 2016). 2.3 Securities Purchase Agreement among the Registrant, Sustainable Growth Advisers, LP ("SGA"), SGIA, LLC, Estancia Capital Partners, L.P. and each of the management partners of SGA named therein, dated as of February 1, 2018 (incorporated by reference to Exhibit 2.3 of the Registrant's Annual Report on Form 10-K, filed February 27, 2018). 2.4 Membership Interest Purchase Agreement by and among the Registrant, Westchester Capital Management, LLC, Westchester Capital Partners, LLC, LPC Westchester, LP, MTSWCM Holdings, LLC, RDBWCM Holdings, LLC, and the Individual Equityholders (as defined therein), dated February 1, 2021. (3) Articles of Incorporation and Bylaws 3.1 Amended and Restated Certificate of Incorporation of the Registrant, dated December 18, 2008 (incorporated by reference to Exhibit 3.1 of the Registrant's Amendment No. 4 to Form 10, filed December 19, 2008). 3.2 Amended and Restated Bylaws of the Registrant, as amended on February 14, 2018 (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed February 16, 2018). 3.3 Certificate of Designations of Series A Non-Voting Convertible Preferred Stock and Series B Voting Convertible Preferred Stock of the Registrant, dated October 31, 2008 (incorporated by reference to Exhibit 4.2 of the Registrant's Amendment No. 2 to Form 10, filed November 14, 2008). 3.4 Certificate of Amendment of the Certificate of Designations of Series A Non-Voting Convertible Preferred Stock and Series B Voting Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q, filed August 13, 2009). 3.5 Certificate of Designations of Series C Junior Participating Preferred Stock of the Registrant, dated December 29, 2008 (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed January 2, 2009). 3.6 Certificate of Designations of 7.25% Series D Mandatory Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed February 1, 2017). (4) Instruments Defining the Rights of Security Holders including Indentures 4.1 Description of the Registrant's Common Stock (Incorporated by reference to Exhibit 4.3 of the Registrant's Annual Report on Form 10-K, filed February 27, 2020) (10) Material Contracts 10.1 Transition Services Agreement by and between The Phoenix Companies, Inc. and the Registrant, dated as of December 18, 2008 (incorporated by reference to Exhibit 10.1 of the Registrant's Amendment No. 4 to Form 10, filed December 19, 2008). 10.2 Tax Separation Agreement by and between The Phoenix Companies, Inc. and the Registrant, dated December 18, 2008 (incorporated by reference to Exhibit 10.2 of the Registrant's Amendment No. 4 to Form 10, filed December 19, 2008). 10.3 Amendment to Tax Separation Agreement, dated April 8, 2009, by and between The Phoenix Companies, Inc. and the Registrant, dated as of December 18, 2008 (incorporated by reference to Exhibit 10.15 of the Registrant's Annual Report on Form 10-K, filed April 10, 2009). 10.4 Employee Matters Agreement by and between The Phoenix Companies, Inc. and the Registrant, dated December 18, 2008 (incorporated by reference to Exhibit 10.3 of the Registrant's Amendment No. 4 to Form 10, filed December 19, 2008). 43 Table of Contents 10.5* Change in Control Agreement between George R. Aylward and the Registrant, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.4 of the Registrant's Amendment No. 4 to Form 10, filed December 19, 2008). 10.6* Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed May 16, 2019). 10.7* Virtus Investment Partners, Inc. Non-Qualified Excess Investment Plan, effective as of November 1, 2008 (incorporated by reference to Exhibit 10.6 of the Registrant's Amendment No. 2 to Form 10, filed November 14, 2008). 10.8* First Amendment to the Virtus Investment Partners, Inc. Non-Qualified Excess Investment Plan, effective as of February 1, 2010 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q, filed May 4, 2010). 10.9* Virtus Investment Partners, Inc. Amended and Restated Executive Severance Allowance Plan, effective as of February 2, 2009 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed February 4, 2009). 10.10* Form of Non-Qualified Stock Option Agreement under the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q, filed May 13, 2009). 10.11* Form of Restricted Stock Units Agreement under the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q, filed May 13, 2009). 10.12* Form of Performance Share Units Agreement under the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated by reference to Exhibit 10.30 of the Registrant's Quarterly Report on Form 10-Q, filed August 5, 2011). 10.13* Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, filed November 4, 2009). 10.14* Offer Letter from the Registrant to Barry M. Mandinach dated April 4, 2014 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q, filed May 7, 2014). 10.15* Offer Letter from the Registrant to Wendy J. Hills dated July 26, 2019. 10.16 Stock Purchase Agreement, dated October 27, 2016, between Bank of Montreal Holding Inc. and Virtus Investment Partners, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed October 27, 2016). 10.17 Commitment Letter, dated as of December 16, 2016, among Barclays Bank PLC, Morgan Stanley Senior Funding, Inc. and Virtus Investment Partners, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed December 22, 2016). 10.18 Credit Agreement, dated as of June 1, 2017, by and among the Registrant, Morgan Stanley Senior Funding, Inc. as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed June 1, 2017). 10.19 Amendment No. 1 to Credit Agreement with the Registrant, Morgan Stanley Senior Funding, Inc. as administrative agent, and the lenders party thereto (including, without limitation, the Amendment No. 1 Additional Term Lenders (as defined in the Amendment) to the Credit Agreement dated as of June 1, 2017 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed February 22, 2018). 10.20* Form of Virtus Investment Partners, Inc. Performance Share Units Agreement (Special Integration Award) under the Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q, filed May 8, 2017). (21) Subsidiaries of the Registrant 21.1 Virtus Investment Partners, Inc. Subsidiaries List. 44 Table of Contents (23) Consents of Experts and Counsel 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certifications of Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certifications of Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of Registrant's Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following information formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019, (ii) Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018, (v) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018 and (vi) Notes to Consolidated Financial Statements. 104 Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) * Management contract, compensatory plan or arrangement. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time. Item 16. Form 10-K Summary. None. 45 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 26, 2021 Virtus Investment Partners, Inc. By: /S/ MICHAEL A. ANGERTHAL Michael A. Angerthal Executive Vice President Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 26, 2021. /S/ TIMOTHY A. HOLT /S/ GEORGE R. AYLWARD Timothy A. Holt Director and Non-Executive Chairman George R. Aylward President, Chief Executive Officer and Director (Principal Executive Officer) /S/ PETER L. BAIN /S/ SUSAN S. FLEMING Peter L. Bain Director Susan S. Fleming, Ph.D. Director /S/ PAUL G. GREIG /S/ MELODY L. JONES Paul G. Greig Director Melody L. Jones Director /S/ MARK C. TREANOR /S/ STEPHEN T. ZARRILLI Mark C. Treanor Director Stephen T. Zarrilli Director /S/ MICHAEL A. ANGERTHAL Michael A. Angerthal Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 46 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Audited Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2020 and 2019 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019, and 2018 F- 5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 F- 6 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2020, 2019 and 2018 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 F- 9 Notes to Consolidated Financial Statements F- 11 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Virtus Investment Partners, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Virtus Investment Partners, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. Basis for Opinions The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-2 Table of Contents Consolidation — Consolidation of Investment Products - Refer to Notes 2 and 19 to the financial statements Critical Audit Matter Description The Company is required to consolidate investment products to which it provides investment management services when it (1) has a majority voting interest in an investment product that is a voting interest entity (VOE) or otherwise has the power to govern the financial and operating policies of the entity; or (2) it is considered the primary beneficiary of an investment product that is a variable interest entity (VIE). The Company is required to evaluate whether an investment product is a VOE or a VIE upon its initial involvement with the investment product, or the occurrence of a reconsideration event. This assessment involves management's judgment and is determined based on a variety of factors including the capital structure of the investment product, the investment product's activities, the equity investment at risk, and the proportionate voting and economic interests of the investors in the investment product including the Company. For each investment product that is considered a VIE, the Company performs a primary beneficiary analysis to determine if it holds a controlling financial interest in the investment product. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The evaluation of these two criteria involves judgments to analyze the governing documents of the investment product. The level of judgment required may vary in significance based on the complexity of the voting rights and structure economic interests of the investment product and the facts and circumstances of the Company's investment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to testing the consolidation assessment of VIEs included the following: ▪ We tested the design and operating effectiveness of controls over management's review of the consolidation analysis of new or modified investment products during the year. ▪ We read the governing documents (including the collateral management agreement, preference share subscription agreement and credit agreement, if applicable) of each investment product to confirm that: ▪ Key facts included in management's consolidation analysis are consistent with the governing documents and the Company's interests in the investment products; ▪ Relevant terms impacting the consolidation analysis under GAAP were considered including the evaluation of whether the investment product is a VOE or VIE; ▪ The Company's assessment effectively identifies the primary beneficiary of those investment products considered to be VIEs through an analysis of the power to direct activities of the VIE and the obligation to absorb losses or the right to receive benefits from the VIE. /s/ DELOITTE & TOUCHE LLP Hartford, Connecticut February 26, 2021 We have served as the Company's auditor since 2018. F-3 Table of Contents Virtus Investment Partners, Inc. Consolidated Balance Sheets (in thousands, except share data) December 31, 2020 December 31, 2019 Assets: Cash and cash equivalents $ 246,511 $ 221,781 Investments 64,944 83,206 Accounts receivable, net 84,499 74,132 Assets of consolidated investment products ("CIP") Cash and cash equivalents of CIP 86,980 99,691 Cash pledged or on deposit of CIP 6,358 467 Investments of CIP 2,333,277 2,030,110 Other assets of CIP 13,430 23,612 Furniture, equipment and leasehold improvements, net 14,488 18,150 Intangible assets, net 280,264 310,391 Goodwill 290,366 290,366 Deferred taxes, net 9,538 15,879 Other assets 36,288 36,849 Total assets $ 3,466,943 $ 3,204,634 Liabilities and Equity Liabilities: Accrued compensation and benefits $ 122,514 $ 101,377 Accounts payable and accrued liabilities 25,357 23,308 Dividends payable 9,013 8,915 Debt 201,212 277,839 Other liabilities 36,120 40,507 Liabilities of CIP Notes payable of CIP 2,190,445 1,834,535 Securities purchased payable and other liabilities of CIP 45,829 168,051 Total liabilities 2,630,490 2,454,532 Commitments and Contingencies (Note 11) Redeemable noncontrolling interests 115,513 63,845 Equity: Equity attributable to stockholders: Series D mandatory convertible preferred stock, $ 0.01 par value, 0 and 1,150,000 shares authorized, issued and outstanding at December 31, 2020 and December 31, 2019 — 110,843 Common stock, $ 0.01 par value, 1,000,000,000 shares authorized; 11,790,869 shares issued and 7,583,466 shares outstanding at December 31, 2020 and 10,736,887 shares issued and 6,809,280 shares outstanding at December 31, 2019 118 107 Additional paid-in capital 1,298,002 1,199,205 Retained earnings (accumulated deficit) ( 135,259 ) ( 215,216 ) Accumulated other comprehensive income (loss) 29 9 Treasury stock, at cost, 4,207,403 and 3,927,607 shares at December 31, 2020 and December 31, 2019, respectively ( 451,749 ) ( 419,249 ) Total equity attributable to stockholders 711,141 675,699 Noncontrolling interests 9,799 10,558 Total equity 720,940 686,257 Total liabilities and equity $ 3,466,943 $ 3,204,634 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents Virtus Investment Partners, Inc. Consolidated Statements of Operations Years Ended December 31, (in thousands, except per share data) 2020 2019 2018 Revenues Investment management fees $ 505,338 $ 461,477 $ 437,021 Distribution and service fees 38,425 40,898 50,715 Administration and shareholder service fees 59,463 59,884 63,614 Other income and fees 670 987 885 Total revenues 603,896 563,246 552,235 Operating Expenses Employment expenses 267,299 240,521 238,501 Distribution and other asset-based expenses 77,010 82,099 92,441 Other operating expenses 69,896 74,363 74,853 Other operating expenses of consolidated investment products ("CIP") 10,585 4,015 3,515 Restructuring and severance 1,155 2,302 87 Depreciation expense 4,660 4,992 4,597 Amortization expense 30,127 30,244 25,142 Total operating expenses 460,732 438,536 439,136 Operating Income (Loss) 143,164 124,710 113,099 Other Income (Expense) Realized and unrealized gain (loss) on investments, net 7,139 7,044 ( 5,217 ) Realized and unrealized gain (loss) of CIP, net ( 1,965 ) ( 1,202 ) ( 21,252 ) Other income (expense), net 1,876 2,411 3,289 Total other income (expense), net 7,050 8,253 ( 23,180 ) Interest Income (Expense) Interest expense ( 11,894 ) ( 19,473 ) ( 19,445 ) Interest and dividend income 1,367 3,844 4,999 Interest and dividend income of investments of CIP 109,648 115,356 98,356 Interest expense of CIP ( 85,437 ) ( 92,005 ) ( 64,788 ) Total interest income (expense), net 13,684 7,722 19,122 Income (Loss) Before Income Taxes 163,898 140,685 109,041 Income tax expense (benefit) 43,935 35,177 32,961 Net Income (Loss) 119,963 105,508 76,080 Noncontrolling interests ( 40,006 ) ( 9,859 ) ( 551 ) Net Income (Loss) Attributable to Stockholders 79,957 95,649 75,529 Preferred stockholder dividends — ( 8,337 ) ( 8,337 ) Net Income (Loss) Attributable to Common Stockholders $ 79,957 $ 87,312 $ 67,192 Earnings (Loss) per Share-Basic $ 10.49 $ 12.54 $ 9.37 Earnings (Loss) per Share-Diluted $ 10.02 $ 11.74 $ 8.86 Weighted Average Shares Outstanding-Basic 7,620 6,963 7,174 Weighted Average Shares Outstanding-Diluted 7,976 8,149 8,527 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Virtus Investment Partners, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, (in thousands) 2020 2019 2018 Net Income (Loss) $ 119,963 $ 105,508 $ 76,080 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $( 7 ), $( 5 ) and $ 6 for the years ended December 31, 2020, 2019 and 2018 20 14 ( 17 ) Unrealized gain (loss) on available-for-sale securities, net of tax of $ 111 for the year ended December 31, 2018 — — ( 292 ) Other comprehensive income (loss) 20 14 ( 309 ) Comprehensive income (loss) 119,983 105,522 75,771 Comprehensive (income) loss attributable to noncontrolling interests ( 40,006 ) ( 9,859 ) ( 551 ) Comprehensive income (loss) attributable to stockholders $ 79,977 $ 95,663 $ 75,220 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Virtus Investment Partners, Inc. Consolidated Statements of Changes in Stockholders' Equity Permanent Equity Temporary Equity Common Stock Preferred Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Attributed To Shareholders Non- controlling Interests Total Equity Redeemable Non- controlling Interests (in thousands, except share data) Shares Par Value Shares Amount Shares Amount Balances at December 31, 2017 7,159,645 $ 105 1,150,000 $ 110,843 $ 1,216,173 $ ( 386,216 ) $ ( 600 ) 3,296,289 $ ( 351,748 ) $ 588,557 $ 16,667 $ 605,224 $ 4,178 Adjustment for adoption of ASU 2016-01 — — — — — ( 178 ) 178 — — — — — — Acquisition of business — — — — — — — — — — — — 55,500 Net income (loss) — — — — — 75,529 — — — 75,529 36 75,565 515 Net unrealized gain (loss) on securities available-for-sale — — — — — — ( 292 ) — — ( 292 ) — ( 292 ) — Foreign currency translation adjustment — — — — — — ( 17 ) — — ( 17 ) — ( 17 ) — Net subscriptions (redemptions) and other — — — — — — — — — — ( 2,745 ) ( 2,745 ) ( 2,712 ) Cash dividends declared ($ 7.25 per preferred share) — — — — ( 8,337 ) — — — — ( 8,337 ) — ( 8,337 ) — Cash dividends declared ($ 2.00 per common share) — — — — ( 15,267 ) — — — — ( 15,267 ) — ( 15,267 ) — Repurchase of common shares ( 258,953 ) — — — — — — 258,953 ( 27,501 ) ( 27,501 ) — ( 27,501 ) — Issuance of common shares related to employee stock transactions 96,690 1 — — 1,543 — — — — 1,544 — 1,544 — Taxes paid on stock-based compensation — — — — ( 6,591 ) — — — — ( 6,591 ) — ( 6,591 ) — Stock-based compensation — — — — 22,284 — — — — 22,284 — 22,284 — Balances at December 31, 2018 6,997,382 $ 106 1,150,000 $ 110,843 $ 1,209,805 $ ( 310,865 ) $ ( 731 ) 3,555,242 $ ( 379,249 ) $ 629,909 $ 13,958 $ 643,867 $ 57,481 Net income (loss) — — — — — 95,649 — — — 95,649 ( 1,027 ) 94,622 10,886 Foreign currency translation adjustment — — — — — — 14 — — 14 — 14 — Net subscriptions (redemptions) and other — — — — 838 — — — — 838 ( 2,373 ) ( 1,535 ) ( 4,522 ) Reclassification from other comprehensive (income) loss — — — — — — 726 — — 726 — 726 — Cash dividends declared ($ 7.25 per preferred share) — — — — ( 8,337 ) — — — — ( 8,337 ) — ( 8,337 ) — Cash dividends declared ($ 2.44 per common share) — — — — ( 18,130 ) — — — — ( 18,130 ) — ( 18,130 ) — Repurchase of common shares ( 372,365 ) — — — — — — 372,365 ( 40,000 ) ( 40,000 ) — ( 40,000 ) — Issuance of common shares related to employee stock transactions 184,263 1 — — 1,552 — — — — 1,553 — 1,553 — Taxes paid on stock-based compensation — — — — ( 7,696 ) — — — — ( 7,696 ) — ( 7,696 ) — Stock-based compensation — — — — 21,173 — — — — 21,173 — 21,173 — Balances at December 31, 2019 6,809,280 $ 107 1,150,000 $ 110,843 $ 1,199,205 $ ( 215,216 ) $ 9 3,927,607 $ ( 419,249 ) $ 675,699 $ 10,558 $ 686,257 $ 63,845 F-7 Table of Contents Permanent Equity Temporary Equity Common Stock Preferred Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Attributed To Shareholders Non- controlling Interests Total Equity Redeemable Non- controlling Interests (in thousands, except share data) Shares Par Value Shares Amount Shares Amount Net income (loss) — $ — — $ — $ — $ 79,957 $ — — $ — $ 79,957 $ 1,298 $ 81,255 $ 38,708 Foreign currency translation adjustment — — — — — — 20 — — 20 — 20 — Net subscriptions (redemptions) and other — — — — ( 167 ) — — — — ( 167 ) ( 2,057 ) ( 2,224 ) 12,960 Conversion of preferred stock 912,806 9 ( 1,150,000 ) ( 110,843 ) 110,834 — — — — — — — — Cash dividends declared ($ 2.98 per common share) — — — — ( 24,998 ) — — — — ( 24,998 ) — ( 24,998 ) — Repurchase of common shares ( 279,796 ) — — — — — — 279,796 ( 32,500 ) ( 32,500 ) — ( 32,500 ) — Issuance of common shares related to employee stock transactions 141,176 2 — — 184 — — — — 186 — 186 — Taxes paid on stock-based compensation — — — — ( 6,608 ) — — — — ( 6,608 ) — ( 6,608 ) — Stock-based compensation — — — — 19,552 — — — — 19,552 — 19,552 — Balances at December 31, 2020 7,583,466 $ 118 — $ — $ 1,298,002 $ ( 135,259 ) $ 29 4,207,403 $ ( 451,749 ) $ 711,141 $ 9,799 $ 720,940 $ 115,513 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents Virtus Investment Partners, Inc. Consolidated Statements of Cash Flow Years Ended December 31, (in thousands) 2020 2019 2018 Cash Flows from Operating Activities: Net income (loss) $ 119,963 $ 105,508 $ 76,080 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation expense, intangible asset and other amortization 38,853 39,643 33,426 Stock-based compensation 21,481 22,230 23,100 Amortization of deferred commissions 2,052 2,940 3,847 Payments of deferred commissions ( 2,089 ) ( 2,097 ) ( 4,218 ) Equity in earnings of equity method investments ( 1,964 ) ( 2,600 ) ( 3,703 ) Realized and unrealized (gains) losses on investments, net ( 7,128 ) ( 6,855 ) 5,736 Distributions from equity method investments 1,192 828 4,178 Sales (purchases) of investments, net 12,296 9,057 4,995 (Gain) loss on extinguishment of debt ( 705 ) — — Deferred taxes, net 6,332 5,982 10,429 Changes in operating assets and liabilities: Accounts receivable, net and other assets ( 9,698 ) ( 1,382 ) 24,833 Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities 13,743 ( 2,991 ) ( 24,714 ) Operating activities of consolidated investment products ("CIP"): Realized and unrealized (gains) losses on investments of CIP, net ( 5,889 ) ( 106 ) 18,706 Purchases of investments by CIP ( 1,304,723 ) ( 1,029,746 ) ( 1,106,991 ) Sales of investments by CIP 883,888 810,749 874,279 Net proceeds (purchases) of short term investments by CIP ( 1,092 ) 4,402 ( 552 ) (Purchases) sales of securities sold short by CIP, net 158 1,241 209 Change in other assets of CIP 388 998 ( 628 ) Change in liabilities of CIP ( 4,330 ) 971 ( 1,567 ) Amortization of discount on notes payable of CIP 11,169 4,505 — Net cash provided by (used in) operating activities ( 226,103 ) ( 36,723 ) ( 62,555 ) Cash Flows from Investing Activities: Capital expenditures and other asset purchases ( 1,043 ) ( 7,555 ) ( 11,717 ) Change in cash and cash equivalents of CIP due to consolidation (deconsolidation), net 9,724 9,980 ( 113 ) Acquisition of business, net of cash acquired — — ( 126,995 ) Sale of available-for-sale securities — 2,023 37,785 Purchases of available-for-sale securities — — ( 20,188 ) Net cash provided by (used in) investing activities 8,681 4,448 ( 121,228 ) Cash Flows from Financing Activities: Issuance of debt — — 105,000 Payment of long term debt ( 79,086 ) ( 54,851 ) ( 23,776 ) Payment of deferred financing costs — — ( 3,810 ) Repurchase of common shares ( 32,500 ) ( 40,000 ) ( 27,501 ) Preferred stock dividends paid ( 2,084 ) ( 8,338 ) ( 8,338 ) Common stock dividends paid ( 22,800 ) ( 16,977 ) ( 14,038 ) Proceeds from exercise of stock options 163 726 819 Taxes paid related to net share settlement of restricted stock units ( 6,608 ) ( 7,696 ) ( 6,591 ) Net subscriptions received from (redemptions/distributions paid to) noncontrolling interests ( 7,263 ) 7,786 ( 5,512 ) F-9 Table of Contents Years Ended December 31, 2020 2019 2018 Financing activities of CIP Borrowings by CIP 779,982 414,605 857,404 Payments on borrowings by CIP ( 394,472 ) ( 195,697 ) ( 669,500 ) Net cash provided by (used in) financing activities 235,332 99,558 204,157 Net increase (decrease) in cash and cash equivalents 17,910 67,283 20,374 Cash, cash equivalents and restricted cash, beginning of year 321,939 254,656 234,282 Cash, cash equivalents and restricted cash, end of year $ 339,849 $ 321,939 $ 254,656 Supplemental Disclosure of Cash Flow Information Interest paid $ 8,857 $ 18,072 $ 11,846 Income taxes paid, net 35,388 29,062 23,800 Supplemental Disclosure of Non-Cash Investing and Financing Activities Capital expenditures $ 55 $ ( 1,791 ) $ 2,165 Conversion of preferred stock to common stock 115,000 — — Preferred stock dividends payable — 2,084 2,084 Common stock dividends payable 6,218 4,562 3,849 Increase (Decrease) to noncontrolling interests due to consolidation (deconsolidation) of CIP, net 17,137 ( 13,926 ) 56 December 31, (in thousands) 2020 2019 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 246,511 $ 221,781 Cash of consolidated investment products 86,980 99,691 Cash pledged or on deposit of consolidated investment products 6,358 467 Cash, cash equivalents and restricted cash at end of year $ 339,849 $ 321,939 The accompanying notes are an integral part of these consolidated financial statements. F-10 Table of Contents Virtus Investment Partners, Inc. Notes to Consolidated Financial Statements 1. Organization and Business Virtus Investment Partners, Inc. (the "Company," "we," "us," "our" or "Virtus"), a Delaware corporation, operates in the investment management industry through its subsidiaries. The Company provides investment management and related services to individuals and institutions. The Company's retail investment management services are provided to individuals through products consisting of U.S. 1940 Act mutual funds and Undertaking for Collective Investment in Transferable Securities ("UCITS" or "offshore funds" and collectively, with U.S. 1940 Act mutual funds, "open-end funds"), exchange traded funds ("ETFs"), closed-end funds (collectively, with open-end funds and ETFs, "funds") and retail separate accounts. Institutional investment management services are offered through separate accounts and pooled or commingled structures to a variety of institutional clients. The Company also provides subadvisory services to other investment advisers and serves as the collateral manager for structured products. 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. Voting interest entities ("VOEs") are consolidated when the Company is considered to have a controlling financial interest, which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity. The Company evaluates any variable interest entity ("VIEs") in which the Company has a variable interest for consolidation. A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (ii) where as a group, the holders of the equity investment at risk do not possess: (x) the power through voting or similar rights to direct the activities that most significantly impact the entity's economic performance; (y) the obligation to absorb expected losses or the right to receive expected residual returns of the entity; or (z) proportionate voting and economic interests and where substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. See Note 19 for additional information related to the consolidation of investment products. Intercompany accounts and transactions have been eliminated. Noncontrolling Interests Noncontrolling interests - CIP Noncontrolling interests - CIP represent third-party investments in the Company's CIP and are classified as redeemable noncontrolling interests in the Consolidated Balance Sheets because investors in those products are able request withdrawal at any time. Noncontrolling interests - affiliate Noncontrolling interests - affiliate represent minority interests held in a consolidated affiliate. These interests are subject to holder put rights and Company call rights at established multiples of earnings before interest, taxes, depreciation and amortization and, as such, are considered redeemable at other than fair value. The rights are exercisable at pre-established intervals (between four and seven years from their issuance) or upon certain conditions such as retirement. The put and call rights are not legally detachable or separately exercisable and are deemed to be embedded in the related noncontrolling interests. The Company, in purchasing affiliate equity, has the option to settle in cash or shares of the Company's common stock and is entitled to the cash flow associated with any purchased equity. Minority interests in an affiliate are recorded at estimated redemption value within redeemable noncontrolling interests in the Consolidated Balance Sheets and any changes in the estimated redemption value are recorded in the Consolidated Statements of Operations within noncontrolling interests. F-11 Table of Contents Notes to Consolidated Financial Statements—(Continued) Use of Estimates The preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates. Segment Information Accounting Standards Codification ("ASC") 280, Segment Reporting , establishes disclosure requirements relating to operating segments in annual and interim financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker in deciding how to allocate resources to the segment and assess its performance. The Company operates in one business segment, namely as an asset manager providing investment management and related services for individual and institutional clients. The Company's Chief Executive Officer is the Company's chief operating decision maker. Although the Company provides disclosures regarding assets under management and other asset flows by product, the Company's determination that it operates in one business segment is based on the fact that the same investment professionals manage both retail and institutional products, operational resources support multiple products, such products have the same or similar regulatory framework and the Company's chief operating decision maker reviews the Company's financial performance on a consolidated level. Investment managers within the Company are generally not aligned with specific product lines. Cash and Cash Equivalents Cash and cash equivalents consist of cash in banks and money market fund investments. Restricted Cash The Company considers cash and cash equivalents of CIP and cash pledged or on deposit of CIP to be restricted as it is not available to the Company for its general operations. Investments Investment securities - fair value Investment securities - fair value consist primarily of investments in the Company's sponsored funds, equity securities and trading debt securities and are carried at fair value in accordance with ASC 320, Investments-Debt and Equity Securities ("ASC 320"), and Topic 321, Investments-Equity Securities ("ASC 321"). These securities are marked to market based on the respective publicly quoted net asset values of the funds or market prices of the equity securities or bonds. These securities transactions are recorded on a trade date basis. Any unrealized appreciation or depreciation on investment securities is reported in the Consolidated Statement of Operations within realized and unrealized gain (loss) on investments. Equity Method Investments Equity method investments consist of Company investments in noncontrolled entities, where the Company does not hold a controlling financial interest but has the ability to significantly influence operating and financial matters. Equity method investments are accounted for under the equity method of accounting in accordance with ASC 323, Investments-Equity Method and Joint Ventures . Under the equity method of accounting, the Company's share of the noncontrolled entities' net income or loss is recorded in other income (expense), net in the Consolidated Statements of Operations. Distributions received reduce the Company's investment. The investment is evaluated for impairment if events or changes indicate that the carrying amount exceeds its fair value. If the carrying amount of an investment does exceed its fair value and the decline in fair value is deemed to be other-than-temporary, an impairment charge will be recorded. Non-qualified Retirement Plan Assets and Liabilities The Company has a non-qualified retirement plan (the "Excess Incentive Plan") that allows certain employees to voluntarily defer compensation. Assets held in trust, which are considered investment securities, are included in investments at F-12 Table of Contents Notes to Consolidated Financial Statements—(Continued) fair value in accordance with ASC 820, Fair Value Measurement ("ASC 820"); the associated obligations to participants, which approximate the fair value of the associated assets, are included in other liabilities in the Consolidated Balance Sheets . See Note 5 for additional information related to the Excess Incentive Plan. Deferred Commissions Deferred commissions, which are included in other assets in the Consolidated Balance Sheets, are commissions paid to broker-dealers on sales of certain mutual fund share classes. Deferred commissions are recovered by the receipt of monthly asset-based distributor fees from the mutual funds or contingent deferred sales charges received upon redemption of shares within the contingent deferred sales charge period, depending on the fund share class. The deferred costs resulting from the sale of shares are amortized on a straight-line basis over the period during which redemptions by the purchasing shareholder are subject to a contingent deferred sales charge, depending on the fund share class, or until the underlying shares are redeemed. Deferred commissions are periodically assessed for impairment. If impairment is indicated, impairment adjustments are recognized in operating income as a component of amortization of deferred commissions. Furniture, Equipment and Leasehold Improvements, Net Furniture, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of three to seven years for furniture and office equipment and three to five years for computer equipment and software. Leasehold improvements are depreciated over the shorter of the remaining estimated lives of the related leases or useful lives of the improvements. Major renewals or betterments are capitalized, and recurring repairs and maintenance are expensed as incurred. Leases The Company leases office space and equipment under various leasing arrangements. In accordance with Accounting Standards Update ("ASU") 2016-02, Leases, the Company's leases are evaluated and classified as either financing leases or operating leases, as appropriate. The Company recognizes a lease liability and a corresponding right of use ("ROU") asset on the commencement date of any lease arrangement. The lease liability is initially measured at the present value of the future lease payments over the lease term using the rate implicit in the arrangement or, if not readily determinable, the Company's incremental borrowing rate. The Company determines its incremental borrowing rate through market sources, including relevant industry rates. A ROU asset is measured initially as the value of the lease liability plus initial direct costs and prepaid lease payments, and less lease incentives received. Lease expense is recognized on a straight-line basis over the lease term and is recorded within other operating expenses in the Consolidated Statement of Operations. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of acquisitions and mergers over the identified assets and liabilities acquired. In accordance with ASC 350, Goodwill and Other Intangible Assets, goodwill is not amortized. A single reporting unit has been identified for the purpose of assessing potential impairments of goodwill. An impairment analysis of goodwill is performed annually or more frequently, if warranted by events or changes in circumstances affecting the Company's business. The Company follows the Financial Accounting Standards Board's (the "FASB") ASU 2011-08, Testing Goodwill for Impairment, which provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The Company's 2020 and 2019 annual goodwill impairment analysis did not result in any impairment charges. Definite-lived intangible assets are comprised of certain fund investment advisory contracts, trade names and non-competition agreements. These assets are amortized on a straight-line basis over the estimated useful lives of such assets, which range from zero to five years . Definite-lived intangible assets are evaluated for impairment on an ongoing basis whenever events or circumstances indicate that the carrying value of the definite-lived intangible asset may not be recoverable. The Company determines if impairment has occurred by comparing estimates of future undiscounted cash flows to the carrying value of assets. Assets are considered impaired, and an impairment is recorded, if the carrying value exceeds the expected future undiscounted cash flows. Indefinite-lived intangible assets are comprised of certain trade names and fund investment advisory contracts. These F-13 Table of Contents Notes to Consolidated Financial Statements—(Continued) assets are tested for impairment annually or when events or changes in circumstances indicate the assets might be impaired. The Company follows ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment , which provides the option to perform a qualitative assessment of indefinite-lived intangible assets other than goodwill for impairment to determine if additional impairment testing is necessary. The Company's 2020 and 2019 annual indefinite-lived intangible assets impairment analysis did not result in any impairment charges. Treasury Stock Treasury stock is accounted for under the cost method and is included as a deduction from equity in the Stockholders' Equity section of the Consolidated Balance Sheets. Upon any subsequent resale, the treasury stock account is reduced by the cost of such stock. Revenue Recognition The Company's revenues are recognized when a performance obligation is satisfied, which occurs when control of the services is transferred to customers. Investment management fees, distribution and service fees, and administration and shareholder service fees are generally calculated as a percentage of average net assets of the investment portfolios managed. The net asset values from which investment management, distribution and service, and administration and shareholder service fees are calculated are variable in nature and subject to factors outside of the Company's control such as additional investments, withdrawals and market performance. Because of this, these fees are considered constrained until the end of the contractual measurement period (monthly or quarterly), which is when asset values are generally determinable. Investment Management Fees The Company provides investment management services pursuant to investment management agreements through its affiliated investment advisers (each an "Adviser"). Investment management services represent a series of distinct daily services that are performed over time. Fees earned on funds are based on each fund's average daily or weekly net assets that are generally calculated and received on a monthly basis. The Company records investment management fees net of fees paid to unaffiliated subadvisers, as the Company considers itself an agent of the fund as it relates to the day-to-day investment management services performed by unaffiliated subadvisers, with the Company's performance obligation being to arrange for the provision of that service and not control the specified service before that service is performed. Amounts paid to unaffiliated subadvisers for the years ended December 31, 2020, 2019 and 2018 were $ 38.6 million, $ 40.5 million and $ 46.7 million, respectively. Retail separate account fees are generally based on the end of the preceding or current quarter's asset values. Institutional account fees are generally based on an average of daily or month-end balances or the current quarter's asset values. Fees for structured finance products, for which the Company acts as the collateral manager, consist of senior, subordinated and, in certain instances, incentive management fees. Senior and subordinated management fees are calculated at a contractual fee rate applied against the end of the preceding quarter par value of the total collateral being managed with subordinated fees being recognized only after certain portfolio criteria are met. Incentive fees on certain of the Company's collateralized loan obligations ("CLOs") are typically a percentage of the excess cash flows available to holders of the subordinated notes, above a threshold level internal rate of return. Distribution and Service Fees Distribution and service fees are sales- and asset-based fees earned from open-end funds, for marketing and distribution services. Depending on the fund type or share class, these fees primarily consist of an asset-based fee that is paid by the fund over a period of years to cover allowable sales and marketing expenses, or front-end sales charges that are based on a percentage of the offering price. Asset-based distribution and service fees are primarily earned as percentages of the average daily net assets value and are paid monthly pursuant to the terms of the respective distribution and service fee contracts. Distribution and service fees represent two performance obligations comprised of distribution and related shareholder servicing activities. Distribution services are generally satisfied upon the sale of a fund share. Shareholder servicing activities are generally services satisfied over time. The Company distributes its open-end funds through unaffiliated financial intermediaries that comprise national and regional broker-dealers. These unaffiliated financial intermediaries provide distribution and shareholder service activities on F-14 Table of Contents Notes to Consolidated Financial Statements—(Continued) behalf of the Company. The Company passes related distribution and service fees to these unaffiliated financial intermediaries for these services and considers itself the principal in these arrangements since it has control of the services prior to the services being transferred to the customer. These payments are classified within distribution and other asset-based expenses. Administration & Shareholder Service Fees The Company provides administrative fund services to its open-end mutual funds, ETFs and certain of its closed-end funds and shareholder services to its open-end funds. Administration and shareholder services are performed over time. The Company earns fees for these services, that are calculated and paid monthly, based on each fund's average daily or weekly net assets. Administrative fund services include: record keeping, preparing and filing documents required to comply with securities laws, legal administration and compliance services, customer service, supervision of the activities of the funds' service providers, tax services and treasury services. The Company also provides office space, equipment and personnel that may be necessary for managing and administering the business affairs of the funds. Shareholder services include maintaining shareholder accounts, processing shareholder transactions, preparing filings and performing necessary reporting. Other Income & Fees Other income and fees consist primarily of redemption income on the early redemption of certain share classes of mutual funds. Advertising and Promotion Advertising and promotional costs are expensed as incurred. These costs are classified in other operating expenses in the Consolidated Statements of Operations. Stock-based Compensation The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for share-based awards based on the estimated fair value on the date of grant. Restricted stock units ("RSUs") are stock awards that entitle the holder to receive shares of the Company's common stock as the award vests over time or when certain performance metrics are achieved. The fair value of each RSU award is based on the fair market value price on the date of grant unless it contains a performance metric that is considered a "market condition." Compensation expense for RSU awards is recognized ratably over the vesting period on a straight-line basis. The value of RSUs that contain a performance metric ("PSUs") is determined based on (i) the fair market value price on the date of grant, for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718 or (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718. Compensation expense for PSU awards that contain a market condition is fixed at the date of grant and is not adjusted in future periods based upon the achievement of the market condition. Compensation expense for PSU awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), which requires recognition of the amount of taxes payable or refundable for the current year as well as deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Financial Statements. The Company's methodology for determining the realizability of deferred tax assets includes consideration of taxable income in prior carryback year(s), if carryback is permitted under the tax law, as well as consideration of the reversal of deferred tax liabilities that are in the same period and jurisdiction and are of the same character as the temporary differences that gave rise to the deferred tax assets. The Company's methodology also includes estimates of future taxable income from its operations as well as the expiration dates and amounts of carry-forwards related to net operating losses and capital losses. These estimates are projected through the life of the related deferred tax assets based on assumptions that the Company believes to be reasonable and consistent with demonstrated operating results. Unanticipated changes in future operating results may have F-15 Table of Contents Notes to Consolidated Financial Statements—(Continued) a significant impact on the realization of deferred tax assets. Valuation allowances are provided when it is determined that it is more likely than not that the benefit of deferred tax assets will not be realized. Comprehensive Income The Company reports all changes in comprehensive income in the Consolidated Statements of Changes in Stockholders' Equity and the Consolidated Statements of Comprehensive Income. Comprehensive income includes net income (loss) and foreign currency translation adjustments (net of tax). Earnings (Loss) per Share Earnings (loss) per share ("EPS") is calculated in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period, excluding dilution for potential common stock issuances. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, including (i) shares issuable upon the vesting of RSUs and stock option exercises using the treasury stock method and (ii) shares issuable upon the conversion of the Company's mandatory convertible preferred stock ("MCPS"), as determined under the if-converted method. For purposes of calculating diluted EPS, preferred stock dividends have been subtracted from net income (loss) in periods in which utilizing the if-converted method would be anti-dilutive. Fair Value Measurements and Fair Value of Financial Instruments ASC 820 establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. The FASB defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels as follows: Level 1—Unadjusted quoted prices for identical instruments in active markets. Level 1 assets and liabilities may include debt securities and equity securities that are traded in an active exchange market. Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs may include observable market data such as closing market prices provided by independent pricing services after considering factors such as the yields or prices of comparable investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. In addition, pricing services may determine the fair value of equity securities traded principally in foreign markets when it has been determined that there has been a significant trend in the U.S. equity markets or in index futures trading. Level 2 assets and liabilities may include debt and equity securities, purchased loans and over-the-counter derivative contracts whose fair value is determined using a pricing model without significant unobservable market data inputs. Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. Recent Accounting Pronouncements New Accounting Standards Implemented In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) ("ASU 2018-15"). This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, including an internal-use software license. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) . This standard modifies the disclosure requirements on fair value measurements. The Company adopted this standard on January 1, 2020. The adoption of F-16 Table of Contents Notes to Consolidated Financial Statements—(Continued) this standard did not have a material impact on the Company's consolidated financial statements. New Accounting Standards Not Yet Implemented In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321) , Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). This standard clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323 and the accounting for certain forward contracts and purchased options in Topic 815. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, with the amendments to be applied on a prospective basis. The Company has evaluated the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, Income Taxes , and also improves consistent application by clarifying and amending existing guidance. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, with the amendments to be applied on a retrospective, modified retrospective or prospective basis, depending on the specific amendment. The Company has evaluated the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements. 3. Revenues Revenue Disaggregated by Source The following table summarizes revenue by source: Years Ended December 31, (in thousands) 2020 2019 2018 Investment management fees Open-end funds $ 247,519 $ 229,637 $ 231,175 Closed-end funds 36,833 42,199 41,455 Retail separate accounts 104,932 82,999 73,532 Institutional accounts 109,531 96,429 77,711 Structured products 4,012 6,381 9,622 Other products 2,511 3,832 3,526 Total investment management fees 505,338 461,477 437,021 Distribution and service fees 38,425 40,898 50,715 Administration and shareholder service fees 59,463 59,884 63,614 Other income and fees 670 987 885 Total revenues $ 603,896 $ 563,246 $ 552,235 F-17 Table of Contents Notes to Consolidated Financial Statements—(Continued) 4. Goodwill and Other Intangible Assets Below is a summary of intangible assets, net: December 31, (in thousands) 2020 2019 Definite-lived intangible assets, net: Investment contracts and other $ 489,570 $ 489,570 Accumulated amortization ( 252,822 ) ( 222,695 ) Definite-lived intangible assets, net 236,748 266,875 Indefinite-lived intangible assets 43,516 43,516 Total intangible assets, net $ 280,264 $ 310,391 Activity in goodwill and intangible assets, net was as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Intangible assets, net Balance, beginning of period $ 310,391 $ 338,812 $ 301,954 Acquisitions — 1,823 62,000 Amortization expense ( 30,127 ) ( 30,244 ) ( 25,142 ) Balance, end of period $ 280,264 $ 310,391 $ 338,812 Goodwill Balance, beginning of period $ 290,366 $ 290,366 $ 170,153 Acquisitions — — 120,213 Balance, end of period $ 290,366 $ 290,366 $ 290,366 Definite-lived intangible asset amortization for the next five years and thereafter is estimated as follows (in thousands): Fiscal Year Amount 2021 $ 30,116 2022 29,992 2023 29,330 2024 23,689 2025 18,921 2026 and Thereafter 104,700 $ 236,748 At December 31, 2020, the weighted average estimated remaining amortization period for definite-lived intangible assets was 9.9 years. F-18 Table of Contents Notes to Consolidated Financial Statements—(Continued) 5. Investments Investments consist primarily of investments in the Company's sponsored products. The Company's investments, excluding the assets of CIP discussed in Note 19, at December 31, 2020 and 2019 were as follows: December 31, (in thousands) 2020 2019 Investment securities - fair value $ 39,990 $ 60,990 Equity method investments (1) 12,676 12,030 Nonqualified retirement plan assets 10,612 8,724 Other investments 1,666 1,462 Total investments $ 64,944 $ 83,206 (1) The Company's equity method investments are valued on a three-month lag based upon the availability of financial information. Investment Securities - fair value Investment securities - fair value consist of investments in the Company's sponsored funds, separately managed accounts and trading debt securities. The composition of the Company's investment securities - fair value were as follows: December 31, 2020 (in thousands) Cost Fair Value Investment Securities - fair value: Sponsored funds $ 22,378 $ 25,909 Equity securities 9,614 14,078 Debt securities 7 3 Total investment securities - fair value $ 31,999 $ 39,990 December 31, 2019 (in thousands) Cost Fair Value Investment Securities - fair value: Sponsored funds $ 44,588 $ 47,654 Equity securities 11,250 13,320 Debt securities 44 16 Total investment securities - fair value $ 55,882 $ 60,990 For the years ended December 31, 2020, 2019 and 2018, the Company recognized a net realized gain of $ 4.7 million, $ 0.8 million and $ 1.8 million, respectively, on the sale of its investment securities - fair value. Equity Method Investments The Company's equity method investments primarily consist of investments in limited partnerships. For the years ended December 31, 2020, 2019 and 2018, distributions from equity method investments were $ 1.2 million, $ 0.8 million and $ 4.2 million, respectively. The remaining capital commitment for one of the Company's equity method investments at December 31, 2020 is $ 0.4 million. Nonqualified Retirement Plan Assets The Company's Excess Incentive Plan allows certain employees to voluntarily defer compensation. The Company holds the Excess Incentive Plan assets in a rabbi trust, which is subject to the claims of the Company's creditors in the event of the Company's bankruptcy or insolvency. Each participant is responsible for designating investment options for their contributions, and the ultimate distribution paid to each participant reflects any gains or losses on the assets realized while in the trust. Assets F-19 Table of Contents Notes to Consolidated Financial Statements—(Continued) held in trust are included in investments and are carried at fair value utilizing Level 1 valuation techniques in accordance with ASC 320; the associated obligations to participants are included in other liabilities in the Consolidated Balance Sheets . Other Investments Other investments represent interests in entities not accounted for under the equity method such as those accounted for under the cost method. 6. Fair Value Measurements The Company's assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of CIP discussed in Note 19, as of December 31, 2020 and December 31, 2019, by fair value hierarchy level were as follows: December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 207,101 $ — $ — $ 207,101 Investment securities - fair value Sponsored funds 25,909 — — 25,909 Equity securities 14,078 — — 14,078 Debt securities — 3 — 3 Nonqualified retirement plan assets 10,612 — — 10,612 Total assets measured at fair value $ 257,700 $ 3 $ — $ 257,703 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 187,255 $ — $ — $ 187,255 Investment securities - fair value Sponsored funds 47,654 — — 47,654 Equity securities 13,320 — — 13,320 Debt securities — 16 — 16 Nonqualified retirement plan assets 8,724 — — 8,724 Total assets measured at fair value $ 256,953 $ 16 $ — $ 256,969 The following is a discussion of the valuation methodologies used for the Company's assets measured at fair value. Cash equivalents represent investments in money market funds. Cash investments in money market funds are valued using published net asset values and are classified as Level 1. Sponsored funds represent investments in open-end funds, closed-end funds and ETFs for which the Company acts as the investment manager. The fair value of open-end funds is determined based on their published net asset values and are categorized as Level 1. The fair value of closed-end funds and ETFs is determined based on the official closing price on the exchange on which they are traded on and are categorized as Level 1. Equity securities represent securities traded on active markets and are valued at the official closing price (typically the last sale or bid) on the exchange on which the securities are primarily traded and are categorized as Level 1. Debt securities represent investments in senior secured bank loans and are based on evaluated quotations received from independent pricing services and are categorized as Level 2. F-20 Table of Contents Notes to Consolidated Financial Statements—(Continued) Nonqualified retirement plan assets represent mutual funds within a nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1. Cash, accounts receivable, accounts payable and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments. Transfers into and out of levels are reflected when significant inputs used for the fair value measurement, including market inputs or performance attributes, become observable or unobservable or when the Company determines it has the ability, or no longer has the ability, to redeem, in the near term, certain investments that the Company values using a net asset value, or if the book value no longer represents fair value. The Company had no Level 3 investments for the twelve months ended December 31, 2020. The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value for the twelve months ended December 31, 2019: Twelve Months Ended December 31, (in thousands) 2019 Level 3 Investments (1) Balance at beginning of period $ 4,122 (Sales) purchases ( 4,185 ) Change in unrealized gain (loss), net 63 Balance at end of period $ — (1) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. 7. Furniture, Equipment and Leasehold Improvements, Net Furniture, equipment and leasehold improvements, net were as follows: December 31, (in thousands) 2020 2019 Leasehold improvements $ 20,110 $ 19,871 Furniture and office equipment 11,743 12,027 Computer equipment and software 5,593 5,434 Subtotal 37,446 37,332 Accumulated depreciation and amortization ( 22,958 ) ( 19,182 ) Furniture, equipment and leasehold improvements, net $ 14,488 $ 18,150 8. Leases All of the Company's leases qualify as operating leases and consist primarily of leases for office locations, which have remaining initial lease terms ranging from 0.3 to 9.3 years and a weighted average remaining lease term of 6.3 years. The Company has options to renew some of its leases for periods ranging from 3.0 to 15.0 years, depending on the lease. None of the Company's renewal options were considered reasonably assured of being exercised and, therefore, were excluded from the initial lease term used to determine the Company's ROU asset and lease liability. The Company's ROU asset, recorded in other assets , and lease liability, recorded in other liabilities in the Consolidated Balance Sheets, at December 31, 2020 were $ 17.1 million and $ 24.8 million, respectively. The weighted average discount rate used to measure the Company's lease liability was 4.73 % at December 31, 2020. Lease expense totaled $ 5.1 million, $ 5.1 million and $ 6.9 million for fiscal years 2020, 2019 and 2018, respectively. Cash payments relating to operating leases during 2020 were $ 5.9 million. F-21 Table of Contents Notes to Consolidated Financial Statements—(Continued) Lease liability maturities as of December 31, 2020 were as follows: Amount (in thousands) 2021 $ 5,774 2022 4,731 2023 4,406 2024 3,760 2025 3,185 Thereafter 7,213 Total lease payments 29,069 Less: Imputed interest 4,264 Present value of lease liabilities $ 24,805 9. Income Taxes The components of the provision for income taxes were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Current Federal $ 27,852 $ 23,066 $ 18,864 State 9,751 6,129 3,668 Total current tax expense (benefit) 37,603 29,195 22,532 Deferred Federal 3,899 3,535 5,901 State 2,433 2,447 4,528 Total deferred tax expense (benefit) 6,332 5,982 10,429 Total expense (benefit) for income taxes $ 43,935 $ 35,177 $ 32,961 The following presents a reconciliation of the provision (benefit) for income taxes computed at the federal statutory rate to the provision (benefit) for income taxes recognized in the Consolidated Statements of Operations for the years indicated: Years Ended December 31, (in thousands) 2020 2019 2018 Tax at statutory rate $ 34,419 21 % $ 29,544 21 % $ 22,899 21 % State taxes, net of federal benefit 9,775 6 6,859 5 6,450 6 Nondeductible compensation 2,686 2 2,080 2 2,182 2 Effect of net (income) loss attributable to noncontrolling interests ( 1,939 ) ( 1 ) ( 968 ) ( 1 ) ( 171 ) — Change in valuation allowance ( 1,383 ) ( 1 ) ( 1,330 ) ( 1 ) 4,508 4 Other, net 377 — ( 1,008 ) ( 1 ) ( 2,907 ) ( 3 ) Income tax expense (benefit) $ 43,935 27 % $ 35,177 25 % $ 32,961 30 % The provision for income taxes reflects U.S. federal, state and local taxes at an effective tax rate of 27 %, 25 % and 30 % for the years ended December 31, 2020, 2019 and 2018, respectively. The Company's tax position for the years ended December 31, 2020, 2019 and 2018 was impacted by changes in the valuation allowance related to the unrealized and realized gains and losses on the Company's investments. F-22 Table of Contents Notes to Consolidated Financial Statements—(Continued) Deferred taxes resulted from temporary differences between the amounts reported in the consolidated financial statements and the tax basis of assets and liabilities. The tax effects of temporary differences were as follows: December 31, (in thousands) 2020 2019 Deferred tax assets: Intangible assets $ 3,237 $ 5,279 Net operating losses 13,490 13,704 Compensation accruals 12,971 12,789 Lease liability 5,835 6,897 Investments 3,758 5,561 Capital losses 1,255 773 Other 984 581 Gross deferred tax assets 41,530 45,584 Valuation allowance ( 6,107 ) ( 6,844 ) Gross deferred tax assets after valuation allowance 35,423 38,740 Deferred tax liabilities: Intangible assets ( 18,170 ) ( 15,252 ) Right of use asset ( 4,328 ) ( 5,263 ) Fixed assets ( 1,900 ) ( 1,372 ) Other investments ( 1,487 ) ( 975 ) Gross deferred tax liabilities ( 25,885 ) ( 22,862 ) Deferred tax assets, net $ 9,538 $ 15,878 At each reporting date, the Company evaluates the positive and negative evidence used to determine the likelihood of realization of its deferred tax assets. The Company maintained a valuation allowance in the amount of $ 6.1 million and $ 6.8 million at December 31, 2020 and 2019, respectively, relating to deferred tax assets on items of a capital nature as well as certain state deferred tax assets. As of December 31, 2020, the Company had net operating loss carry-forwards for federal income tax purposes represented by an $ 8.5 million deferred tax asset. The related federal net operating loss carry-forwards are scheduled to begin to expire in the year 2031. As of December 31, 2020, the Company had state net operating loss carry-forwards, varying by subsidiary and jurisdiction, represented by a $ 5.0 million deferred tax asset. The state net operating loss carry-forwards are scheduled to begin to expire in 2021. Internal Revenue Code Section 382 ("Section 382") limits tax deductions for net operating losses, capital losses and net unrealized built-in losses after there is a substantial change in ownership in a corporation's stock involving a 50 percentage point increase in ownership by 5 % or larger stockholders. At December 31, 2020, the Company had pre-change losses represented by deferred tax assets totaling $ 9.5 million that are subject to Section 382 limits. The utilization of these assets is subject to an annual limitation of $ 1.1 million. Activity in unrecognized tax benefits were as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Balance, beginning of year $ 1,172 $ — $ — Decrease related to tax positions taken in prior years ( 365 ) — — Increase related to positions taken in the current year 214 1,172 — Balance, end of year $ 1,021 $ 1,172 $ — F-23 Table of Contents Notes to Consolidated Financial Statements—(Continued) If recognized, $ 0.8 million of the $ 1.0 million gross unrecognized tax benefit balance at December 31, 2020 would favorably impact the Company's effective income tax rate. The Company does not expect any significant changes to its liability for unrecognized tax benefits during the next 12 months. The Company recognizes interest and penalties related to income tax matters within income tax expense. The Company recorded no interest or penalties related to unrecognized tax benefits at December 31, 2020, 2019 and 2018. The earliest federal tax year that remains open for examination is 2017. The earliest open years in the Company's major state tax jurisdictions are 2010 for Connecticut and 2017 for all of the Company's remaining state tax jurisdictions. 10. Debt Credit Agreement The Company's credit agreement, as amended (the "Credit Agreement"), is comprised of (i) $ 365.0 million of seven-year term debt (the "Term Loan") expiring in June 2024, and (ii) a $ 100.0 million five-year revolving credit facility (the "Credit Facility") expiring in June 2022. During the year ended December 31, 2020, the Company reduced its Term Loan by $ 80.1 million, including the retirement of $ 10.0 million of principal for $ 8.9 million from certain debt holders in accordance with the prepayment provisions in the Credit Agreement. At December 31, 2020, $ 205.7 million was outstanding under the Term Loan, and the Company had no outstanding borrowings under its Credit Facility. In accordance with ASC 835, Interest, the amounts outstanding under the Company's Term Loan are presented in the Consolidated Balance Sheet net of related debt issuance costs, which were $ 4.5 million as of December 31, 2020. Amounts outstanding under the Credit Agreement for the Term Loan and the Credit Facility bear interest at an annual rate equal to, at the option of the Company, either (i) LIBOR (adjusted for reserves) for interest periods of one, two, three or six months (or, solely in the case of the Credit Facility, if agreed to by each relevant lender, twelve months or periods less than one month), subject to a "floor" of 0 % for the Credit Facility and 0.75 % for the Term Loan, or (ii) an alternate base rate, in either case plus an applicable margin. The applicable margin on amounts outstanding under the Credit Agreement is 2.50 %, in the case of LIBOR-based loans, and 1.50 % in the case of alternate base rate loans. In each case the applicable margin is subject to a 25 basis point reduction if the Company's secured net leverage ratio (as defined in the Credit Agreement) as of the last day of the preceding fiscal quarter is not greater than 1.00 to 1.00, as reflected in certain financial reports required under the Credit Agreement. The Credit Agreement includes a financial maintenance covenant that the Company will not permit the Total Net Leverage Ratio to exceed 2.50 :1.00 as of the last day of any fiscal quarter, provided that this covenant will apply only if on such day the aggregate principal amount of outstanding revolving loans and letters of credit under the Credit Facility exceeds 30 % of the aggregate revolving commitments as of such day. The obligations of the Company under the Credit Agreement are guaranteed by certain of its subsidiaries and secured by substantially all of the assets of the Company, subject to customary exceptions. The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, purchase shares of our common stock, make distributions and dividends and pre-payments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year, or modify its organizational documents, subject to customary exceptions, thresholds, qualifications and "baskets." The Term Loan amortizes at the rate of 1.00 % per annum payable in equal quarterly installments and is mandatorily repaid with: (i) 50 % of the Company's excess cash flow (as defined in the Credit Agreement) on an annual basis, declining to 25 % if the Company's secured net leverage ratio declines below 1.0 and further declining to 0 % if the Company's secured net leverage ratio declines below 0.5; (ii) the net proceeds of certain asset sales, casualty or condemnation events, subject to customary reinvestment rights; and (iii) the proceeds of any indebtedness incurred other than indebtedness permitted to be incurred by the Credit Agreement. At any time, upon timely notice, the Company may terminate the Credit Agreement in full, reduce the commitment under the Credit Facility in minimum specified increments or prepay the Term Loan in whole or in part, subject to the payment of F-24 Table of Contents Notes to Consolidated Financial Statements—(Continued) breakage fees with respect to LIBOR-based loans and, in the case of any Term Loans that are prepaid in connection with a "repricing transaction" occurring within the six-month period following the closing date, a 1.00 % premium. Future minimum Term Loan payments (exclusive of any mandatory excess cash flow repayments) as of December 31, 2020 were as follows: Year Amount (in thousands) 2021 $ 3,651 2022 3,652 2023 3,651 2024 194,718 $ 205,672 11. Commitments and Contingencies Legal Matters The Company is involved from time to time in litigation and arbitration, as well as examinations, inquiries and investigations by various regulatory bodies, including the SEC, involving its compliance with, among other things, securities laws, client investment guidelines, laws governing the activities of broker-dealers and other laws and regulations affecting its products and other activities. Legal and regulatory matters of this nature involve or may involve but are not limited to the Company's activities as an employer, issuer of securities, investor, investment adviser, broker-dealer or taxpayer. In addition, in the normal course of business, the Company discusses matters with its regulators raised during regulatory examinations or is otherwise subject to their inquiry. These matters could result in censures, fines, penalties or other sanctions. The Company records a liability when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450, Contingencies . The disclosures, accruals or estimates, if any, resulting from the foregoing analysis are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. Based on information currently available, available insurance coverage, indemnities and established reserves, the Company believes that the outcomes of its legal and regulatory proceedings are not likely, either individually or in the aggregate, to have a material adverse effect on the Company's results of operations, cash flows or its consolidated financial condition. However, in the event of unexpected subsequent developments and given the inherent unpredictability of these legal and regulatory matters, the Company can provide no assurance that its assessment of any claim, dispute, regulatory examination or investigation or other legal matter will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company's results of operations or cash flows in particular quarterly or annual periods. 12. Equity Preferred Stock Conversion On February 3, 2020, 1,150,000 shares of MCPS converted to 912,870 shares of the Company's common stock. Each share of MCPS converted to 0.7938 shares of common stock at a conversion price of $ 125.97 per share, subject to customary anti-dilution adjustments. The number of shares of common stock issued upon conversion was determined based on the volume-weighted average price per share of the Company's common stock over the 20 consecutive trading day period beginning on, and including, the 22nd scheduled trading day immediately preceding the mandatory conversion date. F-25 Table of Contents Notes to Consolidated Financial Statements—(Continued) Dividends During the first and second quarters of the year ended December 31, 2020, the Board of Directors declared quarterly cash dividends on the Company's common stock of $ 0.67 each. During the third and fourth quarters of the year ended December 31, 2020, the Board of Directors declared quarterly cash dividends on the Company's common stock of $ 0.82 each. Total dividends declared on the Company's common stock were $ 25.0 million for the year ended December 31, 2020. At December 31, 2020, $ 9.0 million was included as dividends payable in liabilities in the Consolidated Balance Sheet representing the fourth quarter dividends to be paid on February 12, 2021 for the Company's common stock shareholders of record as of January 29, 2021. Common Stock Repurchases In May 2020, the Company's Board of Directors authorized an additional 750,000 shares to be repurchased under the Company's share repurchase program, bringing the total number of shares authorized to be repurchased under the program since its inception to 4,930,045 shares. During the year ended December 31, 2020, the Company repurchased a total of 279,796 common shares at a weighted average price of $ 116.13 per share, for a total cost, including fees and expenses, of $ 32.5 million under its share repurchase program. As of December 31, 2020, 722,642 shares remain available for repurchase. Under the terms of the program, the Company may repurchase shares of its common stock from time to time at its discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price and prevailing market and business conditions. The program, which has no specified term, may be suspended or terminated at any time. 13. Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss), by component, were as follows: (in thousands) Unrealized Gains (Losses) on Securities Available-for-Sale Foreign Currency Translation Adjustments Balance at December 31, 2019 $ — $ 9 Foreign currency translation adjustments, net of tax of $( 7 ) — 20 Net current-period other comprehensive income (loss) — 20 Balance at December 31, 2020 $ — $ 29 (in thousands) Unrealized Gains (Losses) on Securities Available-for-Sale Foreign Currency Translation Adjustments Balance at December 31, 2018 $ ( 726 ) $ ( 5 ) Foreign currency translation adjustments, net of tax of $( 5 ) — 14 Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $( 254 ) 726 — Net current-period other comprehensive income (loss) 726 14 Balance at December 31, 2019 $ — $ 9 14. Retirement Savings Plan The Company sponsors a defined contribution 401(k) retirement plan (the "401(k) Plan") covering all employees who meet certain age and service requirements. Employees may contribute a percentage of their eligible compensation into the 401(k) Plan, subject to certain limitations imposed by the Internal Revenue Code. Through December 31, 2020, the Company matched employees' contributions at a rate of 100 % of employees' contributions up to the first 5.0 % of the employees' compensation contributed to the 401(k) Plan. The Company's matching contributions were $ 5.3 million, $ 5.1 million and $ 5.2 million in 2020, 2019 and 2018, respectively. F-26 Table of Contents Notes to Consolidated Financial Statements—(Continued) 15. Stock-Based Compensation Pursuant to the Company's Omnibus Incentive and Equity Plan (the "Plan"), officers, employees and directors may be granted equity-based awards, including restricted stock units ("RSUs"), performance stock units ("PSUs"), stock options and unrestricted shares of common stock. At December 31, 2020, 343,165 shares of common stock remain available for issuance of the 2,820,000 shares that are authorized for issuance under the Plan. Stock-based compensation expense is summarized as follows: Years Ended December 31, (in thousands) 2020 2019 2018 Stock-based compensation expense $ 21,481 $ 22,232 $ 23,116 Restricted Stock Units Each RSU entitles the holder to one share of common stock when the restriction expires. RSUs may be time-vested or performance-contingent (PSUs) that convert into RSUs after performance measurement is complete and generally vest in one to three years . Shares that are issued upon vesting are newly issued shares from the Plan and are not issued from treasury stock. RSU activity, inclusive of PSUs, for the year ended December 31, 2020 is summarized as follows: Number of shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 528,376 $ 115.74 Granted 211,660 $ 86.73 Forfeited ( 10,734 ) $ 106.28 Settled ( 196,117 ) $ 110.93 Outstanding at December 31, 2020 533,185 $ 106.19 The grant-date intrinsic value of RSUs granted during the year ended December 31, 2020 was $ 18.4 million. Years Ended December 31, (in millions, except per share values) 2020 2019 2018 Weighted-average grant-date fair value per share $ 86.73 $ 108.42 $ 131.16 Fair value of RSUs vested $ 21.8 $ 17.8 $ 12.5 For the years ended December 31, 2020, 2019 and 2018, a total of 68,625 , 66,441 and 41,101 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations. The Company paid $ 6.5 million, $ 6.9 million and $ 5.3 million for the years ended December 31, 2020, 2019 and 2018, respectively, in minimum employee tax withholding obligations related to RSUs withheld for net share settlements. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have been otherwise issued as a result of the vesting. During the years ended December 31, 2020 and 2019, the Company granted 68,371 and 52,960 PSUs that contain performance-based metrics in addition to a service condition. Compensation expense for PSUs is generally recognized over a three-year service period based upon the value determined using a combination of (i) the intrinsic value method, for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, and (ii) the Monte Carlo simulation valuation model for awards that contain a "market condition" performance metric under ASC 718. Compensation expense for PSU awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition. Compensation expense for PSU awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period. As of December 31, 2020 and 2019, unamortized stock-based compensation expense for unvested RSUs and PSUs was $ 22.3 million and $ 27.8 million, respectively, with a weighted average remaining contractual life of 1.2 years and 1.3 years, respectively. The Company did no t capitalize any stock-based compensation expenses during the years ended December 31, F-27 Table of Contents Notes to Consolidated Financial Statements—(Continued) 2020, 2019 and 2018. Stock Options Stock option activity for the year ended December 31, 2020 is summarized as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2019 6,654 $ 39.35 Exercised ( 5,461 ) $ 35.89 Outstanding at December 31, 2020 1,193 $ 55.18 Vested and exercisable at December 31, 2020 1,193 $ 55.18 Stock options generally cliff vest after three years and have a contractual life of ten years . The weighted-average remaining contractual term for stock options outstanding, vested and exercisable at December 31, 2020 and December 31, 2019 was 0.2 and 0.8 years, respectively. At December 31, 2020, the aggregate intrinsic value of stock options outstanding and vested and exercisable was $ 0.2 million. The total intrinsic value of stock options exercised for the years ended December 31, 2020, 2019 and 2018 was $ 0.4 million, $ 6.4 million and $ 3.0 million, respectively. Cash received from stock option exercises was $ 0.2 million, $ 0.7 million and $ 0.8 million for 2020, 2019 and 2018, respectively. Employee Stock Purchase Plan The Company offers an employee stock purchase plan that allows employees to purchase shares of common stock on the open market at market price through after-tax payroll deductions. The initial transaction fees are paid for by the Company and shares of common stock are purchased on a quarterly basis. The Company does not reserve shares for this plan or discount the purchase price of the shares. 16. Earnings (Loss) Per Share The computation of basic and diluted EPS is as follows: Years Ended December 31, (in thousands, except per share amounts) 2020 2019 2018 Net Income (Loss) $ 119,963 $ 105,508 $ 76,080 Noncontrolling interests ( 40,006 ) ( 9,859 ) ( 551 ) Net Income (Loss) Attributable to Stockholders 79,957 95,649 75,529 Preferred stock dividends — ( 8,337 ) ( 8,337 ) Net Income (Loss) Attributable to Common Stockholders $ 79,957 $ 87,312 $ 67,192 Shares (in thousands): Basic: Weighted-average number of shares outstanding 7,620 6,963 7,174 Plus: Incremental shares from assumed conversion of dilutive instruments 356 1,186 1,353 Diluted: Weighted-average number of shares outstanding 7,976 8,149 8,527 Earnings (Loss) per Share—Basic $ 10.49 $ 12.54 $ 9.37 Earnings (Loss) per Share—Diluted $ 10.02 $ 11.74 $ 8.86 The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive. Years Ended Years Ended December 31, (in thousands) 2020 2019 2018 Restricted stock units and stock options 1 22 12 Total anti-dilutive securities 1 22 12 F-28 Table of Contents Notes to Consolidated Financial Statements—(Continued) 17. Concentration of Credit Risk The concentration of credit risk with respect to advisory fees receivable is generally limited due to the short payment terms extended to clients by the Company. The following client including the Company's sponsored funds provided 10 percent or more of the Company's investment management, administration and shareholder service fee revenues: 2020 2019 2018 Virtus KAR Small Cap Growth Fund 10 % * * Virtus Newfleet Multi-Sector Short Term Bond Fund * * 10 % Virtus Vontobel Emerging Markets Opportunities Fund * * 10 % * Less than 10 percent of total revenues of the Company 18. Redeemable Noncontrolling Interests Redeemable noncontrolling interests for the year ended December 31, 2020 included the following amounts: (in thousands) CIP Affiliate Noncontrolling Interests Total Balance at December 31, 2019 $ 5,429 $ 58,416 $ 63,845 Net income (loss) attributable to noncontrolling interests 997 5,979 6,976 Changes in redemption value (1) — 31,732 31,732 Total net income (loss) attributable to noncontrolling interests 997 37,711 38,708 Net subscriptions (redemptions) and other 21,635 ( 8,675 ) 12,960 Balance at December 31, 2020 $ 28,061 $ 87,452 $ 115,513 (1) Relates to noncontrolling interests redeemable at other than fair value. 19. Consolidation The consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. VOEs are consolidated when the Company is considered to have a controlling financial interest, which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity. The Company evaluates any VIEs in which the Company has a variable interest for consolidation. A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (ii) where as a group, the holders of the equity investment at risk do not possess (x) the power through voting or similar rights to direct the activities that most significantly impact the entity's economic performance; (y) the obligation to absorb expected losses or the right to receive expected residual returns of the entity; or (z) proportionate voting and economic interests and where substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In the normal course of its business, the Company sponsors various investment products, some of which are consolidated by the Company. CIP includes both VOEs, made up primarily of open-end funds in which the Company holds a controlling financial interest, and VIEs, which primarily consist of CLOs of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on net income (loss) attributable to stockholders. The Company's risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company's investments in, and fees generated from, these products. F-29 Table of Contents Notes to Consolidated Financial Statements—(Continued) The following table presents the balances of CIP that, after intercompany eliminations, were reflected in the Consolidated Balance Sheets as of December 31, 2020 and 2019: As of December 31, 2020 2019 VOEs VIEs VOEs VIEs (in thousands) CLOs Other CLOs Other Cash and cash equivalents $ 9,837 $ 82,295 $ 1,206 $ 2,665 $ 97,130 $ 363 Investments 57,256 2,217,055 58,966 22,223 1,976,148 31,739 Other assets 1,989 10,484 957 1,563 21,450 599 Notes payable — ( 2,190,445 ) — — ( 1,834,535 ) — Securities purchased payable and other liabilities ( 2,566 ) ( 42,940 ) ( 323 ) ( 2,964 ) ( 164,887 ) ( 200 ) Noncontrolling interests ( 24,707 ) ( 9,799 ) ( 3,354 ) ( 3,865 ) ( 10,558 ) $ ( 1,564 ) Net interests in CIP $ 41,809 $ 66,650 $ 57,452 $ 19,622 $ 84,748 $ 30,937 Consolidated CLOs The majority of the Company's CIP that are VIEs are CLOs. At December 31, 2020, the Company consolidated six CLOs. The financial information of certain CLOs is included in the Company's consolidated financial statements on a one-month lag based upon the availability of the fund's financial information. A majority-owned consolidated private fund, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, is also included. Investments of CLOs The CLOs held investments of $ 2.2 billion at December 31, 2020 consisting of bank loan investments, which comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries. These bank loan investments mature at various dates between 2021 and 2029 and pay interest at LIBOR plus a spread of up to 12.0 %. The CLOs may elect to reinvest any prepayments received on bank loan investments up until the periods between October 2019 and March 2025, depending on the CLO. Generally, subsequent prepayments received after the reinvestment period must be used to pay down the note obligations. At December 31, 2020, the fair value of the senior bank loans was less than the unpaid principal balance by $ 79.3 million. At December 31, 2020, there were no material collateral assets in default. Notes Payable of CLOs The CLOs held notes payable with a total value, at par, of $ 2.4 billion at December 31, 2020, consisting of senior secured floating rate notes payable with a par value of $ 2.2 billion and subordinated notes with a par value of $ 225.9 million. These note obligations bear interest at variable rates based on LIBOR plus a pre-defined spread ranging from 0.8 % to 8.7 %. The principal amounts outstanding of these note obligations mature on dates ranging from October 2027 to April 2033. The Company's beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, Consolidation (Topic 810) ("ASU 2014-13") results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at December 31, 2020, as shown in the table below: (in thousands) Subordinated notes $ 65,332 Accrued investment management fees 1,318 Total Beneficial Interests $ 66,650 F-30 Table of Contents Notes to Consolidated Financial Statements—(Continued) The following table represents income and expenses of the consolidated CLOs included in the Company's Consolidated Statements of Operations for the period indicated: Year Ended December 31, 2020 (in thousands) Income: Realized and unrealized gain (loss), net $ ( 6,519 ) Interest income 106,536 Total Income $ 100,017 Expenses: Other operating expenses $ 9,991 Interest expense 85,437 Total Expense 95,428 Noncontrolling interests ( 1,298 ) Net Income (loss) attributable to CIP $ 3,291 As summarized in the table below, the application of the measurement alternative as prescribed by ASU 2014-13 results in the consolidated net income summarized above to be equivalent to the Company's own economic interests in the consolidated CLOs, which are eliminated upon consolidation: Year Ended December 31, 2020 (in thousands) Distributions received and unrealized gains (losses) on the subordinated notes held by the Company $ ( 5,454 ) Investment management fees 8,745 Total Economic Interests $ 3,291 Fair Value Measurements of CIP The assets and liabilities of CIP measured at fair value on a recurring basis as of December 31, 2020 and 2019 by fair value hierarchy level were as follows: As of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 82,295 $ — $ — $ 82,295 Debt investments 16,859 2,219,199 53,368 2,289,426 Equity investments 38,468 3,856 814 43,138 Derivatives 858 1,227 — 2,085 Total assets measured at fair value $ 138,480 $ 2,224,282 $ 54,182 $ 2,416,944 Liabilities Notes payable $ — $ 2,190,445 $ — $ 2,190,445 Derivatives 714 757 — 1,471 Short sales 520 — — 520 Total liabilities measured at fair value $ 1,234 $ 2,191,202 $ — $ 2,192,436 F-31 Table of Contents Notes to Consolidated Financial Statements—(Continued) As of December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 97,130 $ — $ — $ 97,130 Debt investments 218 1,973,427 39,389 2,013,034 Equity investments 15,872 171 1,033 17,076 Total assets measured at fair value $ 113,220 $ 1,973,598 $ 40,422 $ 2,127,240 Liabilities Notes payable $ — $ 1,834,535 $ — $ 1,834,535 Short sales 430 — — 430 Total liabilities measured at fair value $ 430 $ 1,834,535 $ — $ 1,834,965 The following is a discussion of the valuation methodologies used for the assets and liabilities of the Company's CIP measured at fair value. Cash equivalents represent investments in money market funds. Cash investments in money market funds are valued using published net asset values and are classified as Level 1. Debt and equity investments represent the underlying debt, equity and other securities held in CIP. Equity investments are valued at the official closing price on the exchange on which the securities are traded and are generally categorized within Level 1. Level 2 investments represent most debt securities, including bank loans and certain equity securities (including non-U.S. securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments, which are included as debt investments, are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. In certain instances, fair value has been determined utilizing discounted cash flow analyses or single broker non-binding quotes. Depending on the nature of the inputs, these assets are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. Level 3 investments include debt and equity securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security. Derivative assets and liabilities represent futures contracts, swaps contracts, option contracts and forward contracts held in CIP. Derivative instruments in an asset position are classified as other assets of CIP on the Consolidated Balance Sheets. Derivative instruments in a liability position are classified as liabilities of CIP within the Consolidated Balance Sheets. The change in fair value of such derivatives is recorded in realized and unrealized gain (loss) on investments of CIP, net, on the Consolidated Statements of Operations. Depending on the nature of the inputs, these derivative assets and liabilities are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. In connection with entering into these derivative contracts, these CIP may be required to pledge an amount of cash equal to the appropriate "initial margin" requirements. The cash pledged or on deposit is recorded on the Consolidated Balance Sheets of the Company as cash pledged or on deposit of CIP. The fair value of such derivatives at December 31, 2020 was immaterial. Notes payable represent notes issued by CIP CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company, and (ii) the carrying value of any beneficial interests that represent compensation for services. The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment. Short sales are transactions in which a security is sold that is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded in the Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security. The securities purchase payable at December 31, 2020 and 2019 approximated fair value due to the short term nature of the instruments. F-32 Table of Contents Notes to Consolidated Financial Statements—(Continued) The following table is a reconciliation of assets of CIP for Level 3 investments for which significant unobservable inputs were used to determine fair value. Year Ended December 31, (in thousands) 2020 2019 Level 3 Investments of CIP (1) Balance at beginning of period $ 40,422 $ 6,848 Purchases 2,197 2,466 Sales ( 1,843 ) ( 7,310 ) Amortization 31 ( 13 ) Change in unrealized gains (losses), net ( 1,245 ) 235 Realized gains (loss), net 20 ( 94 ) Transfers to Level 2 ( 61,335 ) ( 52,875 ) Transfers from Level 2 75,935 91,165 Balance at end of period $ 54,182 $ 40,422 (1) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. Transfers between Level 2 and Level 3 were due to trading activities at period end. Nonconsolidated VIEs The Company serves as the collateral manager for other collateralized loan and collateralized bond obligations (collectively, "CDOs") that are not consolidated. The assets and liabilities of these CDOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership of, nor holds any notes issued by, the CDOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CDOs did not represent a variable interest since (i) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services, (ii) the Company does not hold other interests in the CDOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CDOs' expected losses or receive more than an insignificant amount of the CDOs' expected residual return, and (iii) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length. The Company has interests in certain other VIEs that the Company does not consolidate as it is not the primary beneficiary since its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. At December 31, 2020, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $ 28.7 million. 20. Subsequent Events AllianzGI Strategic Partnership On February 1, 2021, the Company completed actions necessary to finalize its agreement from July 2020 with Allianz Global Investors U.S. LLC and Allianz Global Investors Distributors LLC (collectively, "AllianzGI") pursuant to which the company became the investment adviser, distributor and/or administrator of certain AllianzGI's open-end, closed-end and retail separate account assets. Agreement with Westchester Capital Management On February 1, 2021, the Company entered into an agreement to acquire all of the equity of Westchester Capital Management. The transaction is expected to close in the second half of the 2021, subject to customary closing conditions and approvals by Westchester Capital Management Funds Board and shareholders. F-33 Table of Contents Notes to Consolidated Financial Statements—(Continued) Dividends Declared On February 24, 2021, the Company declared a quarterly cash dividend of $ 0.82 per common share to be paid on May 14, 2021 to shareholders of record at the close of business on April 30, 2021. 21. Selected Quarterly Data (Unaudited) 2020 (in thousands, except per share data) Fourth Quarter Third Quarter Second Quarter First Quarter Revenues $ 171,646 $ 154,790 $ 132,894 $ 144,566 Operating Income (Loss) 50,931 41,009 26,622 24,602 Net Income (Loss) 61,814 40,934 16,209 1,006 Net Income (Loss) Attributable to Common Stockholders 43,315 29,648 11,279 ( 4,285 ) Earnings (loss) per share—Basic $ 5.67 $ 3.86 $ 1.46 $ ( 0.58 ) Earnings (loss) per share—Diluted $ 5.40 $ 3.71 $ 1.43 $ ( 0.58 ) 2019 (in thousands, except per share data) Fourth Quarter Third Quarter Second Quarter First Quarter Revenues $ 146,084 $ 145,955 $ 140,489 $ 130,718 Operating Income (Loss) 37,796 35,787 30,128 20,999 Net Income (Loss) 29,782 25,359 27,899 22,468 Net Income (Loss) Attributable to Common Stockholders 20,808 22,000 24,842 19,662 Earnings (loss) per share—Basic $ 3.02 $ 3.17 $ 3.55 $ 2.80 Earnings (loss) per share—Diluted $ 2.83 $ 2.95 $ 3.26 $ 2.61 F-34