Virtu Financial, Inc.

Good morning and welcome to the Virtue Financial 2020 Second Quarter Results Conference Call. All participants will be on listen-only mode. If you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note this event is being recorded. I would now like to turn the conference over to Ms. Debbie Bellivan. Please go ahead, Madam.

Thank you, Operator, and good morning, everyone. Thanks for joining us. Our second quarter results were released this morning and are available on our website. Today's call may include forward-looking statements which represent Virtue's current belief regarding future events and are therefore subject to risks, assumptions, and uncertainties which may be outside the company's control. On today's call, we'll have Mr. Douglas Sifu, our Chief Executive Officer, and Mr. Joe Maluso, our Co-President and Co-Chief Operating Officer. They will begin with prepared remarks and then take your questions. Please note that our actual results and financial conditions may differ materially from what's indicated in these forward-looking statements. It's important to note that any forward-looking statements made on this call are based on information presently available to the company, and we do not undertake to update or revise any forward-looking statements as new information becomes available. We refer you to the disclaimers in our press release and encourage you to review the description of risk factors contained in our annual report and Form 10-K and other public filings. During today's call, we'll refer to both GAAP and non-GAAP results. In addition to GAAP results, we may refer to certain non-GAAP measures, including adjusted net trading income, adjusted net income, adjusted EBITDA, and adjusted EBITDA margins. non-GAAP measures should be considered as supplemental to and not as superior to financial measures prepared in accordance with GAAP. We direct listeners to consult the investor portion of our website where you'll see supplemental information referred to on this call as well as a reconciliation of non-GAAP measures to the equivalent GAAP term in the earnings materials with an explanation of why we deem this information to be meaningful as well as how management uses these measures. And with that, I'd like to turn the call over to Doug.

Thank you, Deborah. Good morning, everyone, and thank you for joining us to review our second quarter results. Before I begin, I'd like to say on behalf of all of us at Virtu, we hope that you and those you care about are safe and healthy. I will start with a review of our second quarter performance highlights and then provide updates on our strategic initiatives. Joe will then review our financial results and balance sheet before we open the lines up for Q&A. But first, an update on how we've adapted to the COVID environment and how it continues to test all of us across the globe. We understood early on that a crisis of this scale demanded that we do more than simply protect our business. We needed to support our people, our clients, and the communities in which we live and operate. We pivoted quickly, enabling substantially all of our employees to work from home, and I am humbled by how smoothly this transition was implemented and continues to this day. More impressive still was the speed at which our teams deployed our technology and resources to address a wide range of urgent needs across the globe with respect to our clients and the capital markets overall. These improvements are especially visible when we look at our client engagement. Not only have we continued to serve our global client base, we have also expanded our outreach to clients. To date, we have hosted over 20 Virtu University sessions, nearly all of them virtual sessions. on a wide range of topics from workflow and analytics tools, algos, liquidity sourcing, programming skills, and best practices for managing a virtual trading desk, to name only a few. We've seen tremendous levels of engagement with over 1,000 clients in attendance from every corner of the globe. We are keeping clients informed and up to date on how Virtu products, services, and market structure expertise can support them while they navigate the evolving liquidity landscape. With respect to financial performance in the second quarter, as you can see from the details in our release and supplement presentation on slide two, we delivered a second straight quarter of exceptional performance. In Q2, we achieved an average of $10.6 million per day, or $669 million in total of adjusted net trading income. We delivered adjusted EBITDA of $486 million, an impressive adjusted EBITDA margin of $72 million. an adjusted EPS of $1.73 for the quarter, reflecting our high operating leverage. As you will see on slide four, our strong performance has also continued into the third quarter, with July's average daily adjusted net trading income up in the range of $6.7 to $7 million per day, roughly 75% higher than the daily average in 2019, and almost 70% higher than 2018. we are encouraged that our results for market-making and execution services segments remain significantly higher than our historic averages. The driving force behind these results are continued higher trading volumes across global asset classes, robust levels of retail engagement in U.S. equities, and most importantly, the strong progress we are making in our organic growth initiatives. As illustrated on slide five, in the second quarter we witnessed Elevated average daily U.S. equity volumes as average daily volumes in Q2 2020 were almost 80 percent higher than in Q2 2019 and 13 percent higher than Q1. The continuation of robust levels of retail engagement as evidenced by Rule 605 volumes and equity volumes with retail trading now accounting for up to 20 percent of all U.S. trading volumes, about twice the historical average. Average realized S&P volatility of 32 in the second quarter, although down 44% from Q1, it remains at nearly three times the prior year quarter and nearly 130% higher than the 2018 and 2019 combined full year averages. As you can also see in the slides we posted this morning, retail brokers have seen continued growth in new accounts, trading volumes, and net new assets. Rule 605 volume is up significantly as a percentage of overall market volume, which itself is up dramatically as well this year, while Virtu's share of retail activity has been consistent at roughly 30 percent. There has been much media and industry speculation about the sustainability of the elevated levels of retail engagement. This is not, in our opinion, a short-term phenomena, but a broader structural change. While the work-from-home paradigm has also been a contributing factor the drivers of increased retail activity are part of a long-term secular trend which has been accelerated by events this year. Among the long-term factors are the dramatic decline in transaction costs, culminating in the move to commission-free trading last year, and the prevalence of a more sophisticated and accessible trading technology. These latest developments are opening up trading to a much broader user base, activating a new generation of participants. This democratization of market access is not a new nor transitory phenomenon. It has been building for decades through major long-term market structure shifts. Long before zero commissions and work from home, we witnessed major policy changes starting in the late 1990s, such as the order handling rules, Reg ATS, decimalization, and Reg NMS, which contributed to leveling the playing field and reducing explicit and implicit costs for all investors. Despite the many headlines focusing on the large U.S. e-brokers, levels of retail engagement at or well above 20% of overall market volumes are not unprecedented in other markets, as that has long been a feature of markets in China, Hong Kong, Japan, et cetera, for many years. We believe this systemic shift will continue for the foreseeable future. I'll now cover the highlights for each segment and organic initiatives, and then Joe will provide further details on our financials. In our market-making segment, we saw another incredible quarter. Within this segment, global FIC options and other benefited from extreme volatility in energy, due in large part to the historic phenomena we saw with negative crude prices in April, precious metals, where we saw volumes in volatility impact the spot, ETF, and futures markets, and currencies. In our global equities business, we continue to see the encouraging results from a strong market share of 605 volumes in retail engagement. Today, we execute over 30% of market orders placed by retail investors in the U.S., and we provide a price improvement of $308 million in Q2 and $572 million in the first half of 2020. In our execution services business, we had a fantastic quarter with several milestones, record days, product launches, and industry recognitions. To start, we posted record days for notional value traded on positive alert in both Europe and Australia in Q2. These record trading days are a testament to the commitment we made when we acquired ITG, which was to continue improving the client experience by making the platform more transparent, faster, and easier to use. In May, we also expanded client access to electronic block liquidity via our new interlisted conditional offering, allowing PositAlert Canada and U.S. Frontier Algo clients to seamlessly access cross-border U.S. and Canadian interlisted securities and benefit by matching these two sources of block liquidity in the same security but priced in different currencies. Finally, we continue to receive accolades on our trading tools. Most recently, our Frontier Execution Algos earned the top score in the trade's annual global algo survey of hedge funds, featuring 31 other algo providers. While our existing market-making business will continue to benefit from the market's new baseline level of retail activity, as well as elevated opportunities like this quarter, our strategic investment in organic initiatives has contributed over $100 million of adjusted net trading income in the first half of 2020 alone, or 7% of adjusted net trading income compared to $75 million for all of 2019, as you can see on slide seven. In market making, these initiatives included continued deployment of quantitative trading strategies across Virtu's global trading platform, our global ETF block desk, and our options and corporate bond market making businesses most of which are now making meaningful contributions to our results. In our execution services segment, organic initiatives like Virtu Capital Markets, which we launched towards the end of last year, continues to expand as more corporate equity issuers look to tap into the capital markets via the at-the-market offerings and buybacks. In the first half of 2020, the VCM team have already raised an impressive $1.2 billion from our public equity markets. In addition, we completed the sale of Match Now to CBOE Global Markets. The after-tax proceeds of approximately $27 million will be used to further reduce debt. This reduction is in addition to the $188 million we paid down in the first quarter. Including the Match Now proceeds, we anticipate a total of approximately $100 million in incremental debt repayment in Q3. As we have stated publicly, it is our plan to return to targeted forward expense guidance later this year. We remain committed to our decision given the COVID crisis that we will have no specific reductions in force as we continue to support our people during these trying times. Our performance thus far in 2020 demonstrates the strong operating leverage of our business model. We remain focused on our strategic priorities to continue expanding our scale and global reach enhancing our technology, and growing our organic initiatives. I'll now turn the call over to Joseph Maluso, our co-president, who will give further details on our financials. Joe?

Thanks, Doug. In the second quarter, GAAP net income was $335 million and normalized net income totaled $340 million. Adjusted net trading income totaled $669 million, our second highest quarter on record, just behind last quarter. GAAP Diluted earnings per share was $1.58 and normalized earnings per share was $1.73. Both our operating segments outperformed this quarter compared to declines in realized volatility. Market making and execution services anti-declined 17% and 13% respectively against the record quarter of Q1. Compared to QQ 2019 and indeed all of 2018 and 2019, Both of our operating segments were well above historical averages versus the opportunity. As noted previously, we have put on hold any dramatic expense reductions this year, including any reductions in force. We will provide revised 2021 operating expense guidance on our call in November. Nevertheless, our operating margins remain very strong. With year-to-date adjusted EBITDA margins, of 73%, an all-time high. This includes roughly 17% cash comp ratio as a percentage of ante for the first half of 2020 versus 24% for fiscal year 2019. We expect this ratio to decline in the second half of the year, depending on performance as we approach year-end and have more visibility into year-end compensation plans. As Doug mentioned, as you would expect in a year like this, we have already reduced our long-term debt by $188 million At the end of Q2, our debt to EBITDA ratio stands at 1.4 times. Further, we expect to reduce our debt by an additional $100 million this quarter. We remain committed to delivering an attractive capital return to our common shareholders, and this marks the 21st consecutive quarter of Virtu paying a 24-cent dividend, regardless of market environment. This is truly a testament to the operating leverage, scalability, and sustainability inherent in our business. Now I'll turn the call back over for Q&A.

Thank you, Joe. I would like to congratulate the entire Virtu team for their hard work and recognize their unflagging energy to step up in spite of these challenging times. I'm proud of what we've accomplished and look forward to the opportunities ahead. And now with that, we would be happy to take your questions. Sherry, ready for the first question.

Thank you, sir. Okay. The first question is from Rich Rapeto of Piper Center. Please go ahead.

Good morning, Doug. Good morning, Joe. And thanks, Doug, for laying out the timeline of, I guess, the regulatory and structural changes. That helps. So I guess just looking at the market making, you know, again, pretty astonishing results. Can you talk about any of the inner quarter, you know, happenings? And is Virtu Legacy, can you talk a little bit, at least qualitatively, about the performance of the exchange and market maker?

Thanks for the question, Rich. As you alluded to, within our market making business, we have a customer market making business, i.e., the old legacy night business, and then a non-customer facing market business, which is global in nature across asset class and geographies. the legacy Virtu business with some elements of the legacy Knight business, namely the old Getco business, which is a great business kind of put together. Were that firm, the non-customer business on a standalone basis, if that had reported separately, it would have been the best first half in history for that business. So, you know, clearly everyone's focused on retail volume, 605. customer market making, and those are obviously phenomenal businesses we're very proud to run, and we believe that we've materially improved. But the legacy Virtu combined with the legacy GetGo business is just a home run. It's a scaled business across asset classes, geographies. It does very well in global equities, and it has had a phenomenal first half in FIC, in particular around commodities and currencies. So we continue to be heavily invested in that business and to reap significant returns, I would point out, again, part of the strategy here is to leverage the infrastructure and technology and understanding of market structure, if you will, across all of our market-making segments. And so it's really just a continuation of the theme of scale, diversification, and having a multi-asset class, multi-currency platform that enables us to provide these services in all these different marketplaces. So, you know, obviously we amalgamate all those businesses now, so it's a little hard to kind of for you guys on the outside to see it, but it's been a really, really strong, phenomenal year for those businesses.

Got it. Got it. Okay, I'll move to the second question, and thanks for breaking out sort of the organic or, you know, talking about the organic growth initiatives, Ducks. The one that jumps out to me is in options, because when we looked at payment for order flow, what, say, your peer pays in options payment for order flow, it's almost double what you pay in equities. And, you know, they pay more in options than equities as well. And it would tell me that I know there's some pass-through payments, but it would tell me that there's a big opportunity for revenue there. And I know you're working on it, but can you just talk about, you know, how competitive the marketplace is to break in or to get back into and, you know, and what you see, you know, as you, you know, you have the customer relationships, I guess. So any coloring options, I guess, sorry to go.

Yeah, no, I'm obviously you're right. And we're, we're obviously cognizant of the amounts of rebates that are paid for options as opposed to cash equities. And, you know, there, there's two incumbents there, Citadel and Susquehanna, which are great firms. We compete with them in cash equities. Obviously we're not on the board. We don't compete with them in options yet. As I've said previously in these calls, you know, our firm was built more from a cash equities perspective, given my partner Vinny's kind of background in the commodities business and then in cash equities, and we were not an options firm. So the DNA of the firm is very different. We made an important strategic decision a couple years ago to take the time and effort to build effectively a parallel architecture that would enable us to be competitive and in a quote-level environment as opposed to simply an order-level environment, because obviously if you look at Apple as an individual stock, it's one instrument. If you look at Apple across calls and puts and expirations in many different stripes, there literally can be thousands and thousands of instruments. So the architecture of an environment that seeks to be competitive in that type of dynamic is materially different than a cash equities environment. We've got some brilliant people here. It's not... indecipherable to us how to do that, and so we have architected that, and it is now operational across the major indices. We're not, and a handful of single names as well. To be competitive, obviously we need to be scaled in the same way that we are in cash equities, and we're getting there. It is a, you know, in any other year, it would be even a larger standout business, the options business, right, because it's grown. It's an eight-figure business already this year in the first half, but, you know, given the fact that we've generated nearly $2 billion of gross revenues, it kind of looks smaller. But I'm very, very proud of what the group has accomplished. We have the infrastructure. We obviously have the low latency paths between New York, Chicago, and within. So we're leveraging the entire infrastructure of the Virtu environment. And as you said, we have all the relationships with the brokers. And they would be happy to have us be a major participant there because other than the two competitors I mentioned, it's a long way down to number three and number four in that marketplace. So it's a spot where we very comfortably could become number three relatively quickly, I think. And so certainly it is a key growth driver for what this firm is going to do over the next, you know, one, two, three, five years.

Got it. That's helpful, Doug. And congrats on the phenomenal quarter. Thanks. Thanks very much.

The next question is from Ken Worthington of J.P. Morgan.

Hey, good morning. So exchanges regularly lean on Virtu to support trading volume and activities if they launch their new products. And this clearly is a symbiotic relationship between you and the exchanges. What do economics look like for Virtu at the launch phase of these new products? Are you generating losses as you've got your initial startup costs? And are you able to more consistently command higher rebates to compensate you for these higher startup costs? And I guess what I'm really curious about is how things are evolving. Are the economics for you getting better over time, or are you sort of demanding less over time because of the symbiotic nature of your relationships? And then I'll tack into the last part of the question. We're going into the launch of Memex. So how are you thinking about support for them as they go into their launch?

Sure. Good question. I'll take the first one, and then obviously I'll talk about Memex. So I think the answer with regard to us partnering with exchanges around the world to launch products, it really depends on the exchanges. So we're doing this in Asia and Europe and in the United States. We've done it with the two major futures exchanges here. We obviously collaborate with the U.S. equities exchanges in terms of them creating programs to attract our liquidity. And as you mentioned, with regard to the futures exchanges, when they want to launch a new product or a lookalike product, they'll come to us because we have scale. And so we can provide attractive two-side liquidity, and then they can do the business of trying to bring in natural liquidity to interact with the prices that we provide. I'll point out we do this as much in Asia and in Europe, and particularly in Asia, as we do it in the United States. And so we are in the business of creating competition. I always tell people we want to be the Switzerland of liquidity provisioning. So although I've had my differences with exchanges around market data and whatnot, we're commercial and we deal with them. In terms of the economics of that, we're willing to make an investment, modest, in terms of trying to create competition. And it really depends, Ken, on what the marketplace is and what the product is and how, I mean, as a typical matter, the exchanges are cognizant that they need to provide, that they need to make an investment in the form of rebates to subsidize the fact that, you know, we may get picked off a bunch in the beginning by the HFTs and by others that, you know, see our liquidity and are, you know, bouncing back and forth between exchanges. And there's a cost associated with that. And we do our best to sort of, prognosticate what that will be, and then come up with a reasonable basis. So I'm willing to make an investment. It's never material. I mean, we don't lose tens of thousands of dollars per day trying to create competition, but I'm willing to make that investment. It's completely utterly immaterial in the grand scheme of virtue, but we try to be a good collaborative partner with exchanges around the world. With regard to Memex, again, I'm speaking only as a board member, and on behalf of Virtu, I always get in trouble because people ask me Memex questions, and then I say something stupid, so I will do my best not to say anything stupid. Jonathan Kellner is a great CEO. You should ask him about Memex. Virtu, we're a founding shareholder and an investor in Memex. We believe in the business proposition behind Memex to try to be somewhat disruptive in the U.S. equities market and create a venue that would be low-cost, very transparent and would provide a great product and also would be an advocate for what we thought would be the members' interest in Washington. That's the whole predicate behind Memex. Obviously, we have obligations to our clients regarding best execution, and to the extent we have flow that is subject to best execution requirements, we will always be cognizant and respectful of our regulatory obligations. So we're not going to go post-order there in violation of those requirements. obligations. We do have a fair amount of discretionary flow here. And certainly, you know, Ty would go to MEMEX in those regards. And so we're going to do everything we possibly can within the bounds of our best execution obligations to be supportive of MEMEX. You'd have to ask Jonathan, you know, what his projections are. But certainly, given the scope and scale of our operations, and frankly, all of our partners in the MEMEX initiative, you know, our friends at Citadel, Flow Traders, Jane Street, all the big banks. I mean, there's a lot of institutional support, J.P. Morgan, et cetera, behind it. And again, everyone's going to tell you the same thing, subject to best execution requirements. We all want to be supportive, and we all want to see Jonathan, his team, and Memex be successful. So I'm very, very optimistic about its ability to provide a new voice and to provide value in the equities world.

Great. Awesome. And just on the industry volumes, there's been sort of a divergence between retail and institutional trading activity really since COVID. There are some signs that retail is slowing down. Are you seeing indications that the institutional side, which is so slow in many products, is starting to rebound at all?

um and what do you attribute the more pronounced pullback in the institutional trading uh the trading of institutional products thanks yeah yeah it's a good question and certainly um you know overall market volumes have been very elevated this year right so a pullback again um is relative to you know volume levels in 1918 and 17 and things along those lines so i think look a lot of the institutions what we were hearing certainly during the real dramatic days of March and April, they were difficult markets to trade. The real economy sometimes isn't really mirroring, if you will, what's happening in the marketplace. So I think a lot of our larger asset managers were sort of sitting on the sidelines trying to see what was where this would end up, frankly. And so we did see an explosion of retail activity that has continued as a percentage of overall market. And as I said in my remarks, I think that is a secular change, not a cyclical change. In other marketplaces as well, you see retail trading of futures and things along those lines. And so it wouldn't surprise me if we started to see you know, some runway, you know, the CME and others are going to be launching these micro, you know, e-mini micro products to make them more accessible to retail. So, I think there's going to be a healthy balance between retail and institutional. But look, I mean, we shouldn't kid ourselves. I mean, institutional investors are still the 800-pound gorillas, in my view, that we support that move these marketplaces that still provide, you know, 75%, 80% of the flow. So, I think folks on CNBC like to talk a lot about retail and whatnot, and it certainly is great for our business, but at the end of the day, this is still a marketplace dominated by the large pension funds, hedge funds, and asset managers.

Great. Thank you very much.

The next question is from Dan Franen of Jefferies. Please go ahead.

Good morning. This is actually James Steele filling in for Dan. Thanks for taking our question. Just wanted to take it back to retail. Obviously, with record levels of engagement, and you're highlighting the staying power of this trend, I'm just curious if this is an area where any of the regulation might impact. I know that there's a Bloomberg article out highlighting a potential risk of PIM for order flow due to some of the SEC's new proposals. So just curious if you agree with that characterization, and then just kind of if you could talk more broadly about the PFOP outlook.

Yeah, I think, I mean, frankly, I think the Bloomberg article just kind of missed the point as a lot of these articles do because they're, you know, folks don't have the context of what's going on. I mean, the 605 regime, which is embedded in Reg NMS, right? So it's regulatorily been codified, you know, for over 15 years now, right? And it's been examined by FINRA and the SEC for over 20 years, right? This is not some new, you know, paradigm in the marketplace. And I think what folks miss because of the fascination with quote unquote payment for order flow is the exceptional amount of execution quality and price improvement. 99% of orders that come to Virtu and to the competitors are price improved off of the national best bid and best offer. So you have literally millions of folks that are quote retail investors that are paying zero commission and to access the U.S. equities markets and are receiving prices better than any institutional investor can receive, right? That's the headline, right? And we provided over $500 million, Virtu did, of price improvement off of the NBBO, the National Best Bidder Best Offer. And we're 30% of the market, so you can do the math as to what my friends at Citadel of Susquehanna and Two Sigma did. So, you know, a billion and a half, roughly, dollars of value was shifted from the market makers directly into the pockets of retail investors in terms of price improvement. And institutional investors don't get that benefit. They pay a commission, and they're happy to receive the NBBO. So, you know, any regulator that looks at that, that looks at it through the lens of reality and understanding the markets as opposed to politics and nonsensical headlines will look at that and say, my God, what a system this is. I can go on a computer, I can go on an iPhone, and for no money, I can get a price better than some large pension fund or asset manager. What's wrong with that? There's nothing wrong with that. There's everything right about that. But again, it's caught in the dynamic of the political environment, which obviously I'm aware of, and that's why we try to highlight price improvement statistics. But you don't see an article that says, You know, Virtu, Citadel, Susquehanna, and Two Sigma provided $1.5 billion of price improvement in the first half of 2020. Maybe there's a reporter listening to this call, and perhaps we'll get that article tomorrow. I'll take the under on that bet. But at the end of the day, no, I have zero concern that there'll be some type of regulatory focus. I've spoken to the SEC at length about this. They understand it, and they applaud the environment as well.

Understood. Thank you.

The next question is from Alex Clam of UBS.

Hey, good morning, everyone. Can you just give us a little bit more color on what you're seeing in July? I mean, these are still very nicely elevated levels, but obviously they're down a little bit from the 2Q. So maybe by your businesses, what you're seeing in retail, what you're seeing in some of the asset classes on the market-making side and execution services would be really helpful. Thanks.

Yeah, good question. So, yeah, we've tried to provide the monthly guidance there and give you guys a view into it. And so, look, I mean, as I said in my script, I mean, it's still highly elevated. Our results are at least from 2018 and 2019. And so we continue to see a healthy dose of 605 volumes and U.S. equity volumes that are significantly higher than historical, which is great. So it gives us a lot of, you know, kind of runway into the third quarter and the rest of the year. I mean, I would point out also that we're seeing, you know, episodic volatility in volumes and other asset classes. I mean, again, I'm not a fundamental investor by any stretch of the imagination. I don't buy individual stocks and I don't give investment advice. But there seems to be a real interest in precious metals these days. And so we've seen real increased volumes, Alex, in gold and in silver in particular. we've seen for the first time some volatility in natural gas and increased in natural gas prices. Again, maybe it's weather-related or supply-related. Again, that's not my focus. And then lastly, there continues to be a real focus on corporate fixed income and corporate fixed income ETFs, which fortunately we had, because of the acquisition of Knight and the replatforming of that ETF business, and some great people in that ETF business we're now a fairly significant participant in. So we've benefited from some of those volumes. Again, a lot of this gets overshadowed by the emphasis on 605. And then the last thing I'd point out, option volumes are highly elevated as well. Maybe that's due to competition. I think there's 16 option venues now, and obviously I mentioned the two great market makers there that provide great value and great service. So it's not just U.S. equities, not just the U.S., and it's certainly not just a single asset class. All of that kind of, you know, compilation, if you will, of volumes and volatility, you know, leads to our results in July. You know, April, you sort of saw the tail end of the real volatility from the initial shock of the COVID crisis. And so I think that really helped amplify the results in the second quarter. But I'm really encouraged that we haven't seen, you know, a dramatic fall off. I mean, it is the summer as well, right? I'm not sure. I guess people may be ready at the Hamptons and not going to the Hamptons on weekends. But typically, you know, you see some seasonality in the business. And there's a little bit of that, but it hasn't been as dramatic as in prior years.

Okay, great. Thank you for that. And then shifting gears a little bit, when I look at that list of organic opportunities, one of the things that I may be missing is kind of just your efforts to cross more of your volumes internally between, you know, the market making business, the retail business, your institutional business. Can you just give us an update where you stand on that? Maybe any sort of quantitative what's been happening there on those efforts and maybe how much that is contributing if there's a number you can put on that?

Yeah, that's a great point. I guess I don't consider that an organic opportunity. I don't know why because it's not like It's not like it's a new asset class, if you will, or sub-asset class. So I apologize for that. Certainly, yes, that is a keen, important part of what we do. So, for example, our friends that run our Virtu Capital Markets business, the at-the-money offering business, one of the – I mean, why would an issuer come to Virtu, right? We don't have research. Most of these companies have probably never heard of us before. yeah, we've got market share, but what we really have is the ability to internalize or cross those orders. And so the fellows that run that business came here, frankly, because, one, we've got, you know, obviously good electronic products and understanding of market structure. But secondly, because we have, you know, this cornucopia of flow here that they're able to internalize and cross. And so if you can say to a corporate issuer, listen, I'm going to, you know – raise $20 million for you and half of it I'm going to cross internally and there's not going to be any price impact on your stock, that's a powerful selling tool. So yes, we're doing that. I don't have a number. I probably wouldn't give it to you anyhow in my head, but it's a significant part of what we do and it helps both the institutional business, i.e. the ATM business, the virtual capital market, then the market maker.

I would call that an internal revenue synergy, Alex, as opposed to like an organic growth opportunity that you can sort of say, is it zero, and then you're going to, you know, grow to a specific number.

Fair point. Thank you. Thank you, Alex.

Our next question is from Ken Hill of Rosenblatt.

Hey, good morning. I wanted to build on that last question, just talking about the new initiatives there. Excuse me. mentioned it was about 7% organic, contributed about 7% in the first half. I think that's down a little bit from the 8% in one queue, and I know I'm nitpicking there, but I'm just kind of curious how much macro factors might play a role in that, and maybe what areas between, like, options, ETF blocks, and quant strategies, capital markets might perform better or worse than your legacy businesses in a more normalized environment.

Yep. Yes, thank you for recognizing that you're nitpicking, because I concur with your with your characterization of the question, but I still like you, so I'll answer it. You know, $100 million in the first half of the year, I'm very proud of that. You know, it would have been a larger percentage if the rest of the business hadn't done as well, I guess, is the smart-ass answer I can give you to that, and you know that already. So, you know, I think, look, the ETF block business is going to be – is a global business that's built for the long term. Has it benefited from volatility? Sure. But it certainly would have contributed nearly as much as it has contributed this year in a normalized environment. We have great technology. We've got some really, really great people that we inherited from the Knight transaction and we've added to them. And most importantly there, what people don't understand is we have distribution. What Knight and ITG gave us was distribution. We have thousands of end users that need liquidity that want to do larger-than-exchange screen-sized liquidity in ETFs, and now we know who they are and they know who we are. So thanks to our friends and colleagues from the former ITG and Knight Business, we have sales folks, we have distribution, we've got European pension plans that never would have lit up Virtu in an RFQ environment because they wouldn't know who the heck we were are now lighting us up. So that is a long, sustained opportunity for us, and obviously the same thing with options and, frankly, with everything else we're doing there. So in a normalized environment, it probably would have represented slightly more as a percentage of our overall adjusted net trading income. And the last thing, which we haven't talked about, what we mentioned in the slides, is taking the night quantitative style strategies and bringing those around the world. That's certainly... is not really dependent at all, because none of it is U.S.-oriented, right? So it's really what's happening outside the world, and that continues to grow and to expand.

Okay. Yeah, thanks for the detail there. My follow-up is really on, you know, MatchNow and the decision to sell that to Civa. I'm just wondering, you know, as you think about those assets, MatchNow was kind of deemed on core, and you decided to get rid of that. You've decided in the past, though, to keep other assets like Posit. I mean, what was it about that market that might have to still pay the decision to get rid of that and maybe find a better home at CBOE.

Yeah, I think, look, everything is kind of market specific. And so it's not that it's non-core, it's a great business. And frankly, we were a customer on the outside. It's what attracted us to ITG. You know, Brian and the guys up there do a phenomenal job. But effectively, it's an exchange. It's a highly regulated, dark exchange in Canada. And that's how IROC up in Canada, God bless them, that's how they characterize it. And so there was really no strategic benefit for Virtu to own it. Unlike an ATS here, where it's regulated by the SEC, but Alex Cram had asked the question before in terms of internalization. That's how we internalize. A lot of it's done through the ATS, so we couldn't function without having POSIT and the ability to internalize and cross institutional and retail orders and ATM orders and whatnot. And so it's really part of the functionality of our institutional and our market-making business, whereas, you know, MatchNow was walled off and, frankly, was an exchange. I will add parenthetically that we were thrilled to death that our friends at Decebo wanted to buy it because it introduces, you know, a third competitor up there. You know, we're, as I said in response to a question earlier, we're believers in creating competition in every marketplace. And so you had, you know, obviously the incumbent Toronto and I guess Nasdaq's up there, but this really interjects, you know, a third exchange group as a competitor up in Canada. And Canada is a very important integral part of what Virtu is all about. And having, you know, a third group up there that can be dynamic and and they're an efficient global exchange operator, that's ultimately in our interest as well. So that certainly played into our thinking with respect to it would be better if they operated it and we were a customer as opposed to us just being a customer and treating it at arm's length even though we owned it.

Got it. Makes sense. Thanks for taking the questions.

Thank you.

The next question is from Chris Allen of Compass Pointe.

Morning, guys. First, Doug's an Islander fan. I wish you well in the game later on today. Thank you very much.

We could use the luck, so thank you.

Wanted to get back to the organic growth opportunities and maybe hopefully frame it a different way. In options market making, can you give any color where the one and two players stand from a market share perspective, where you guys currently are and how that's evolved maybe over the last year?

Yeah. Oh, gosh. I don't know exactly. This is all public information, so you guys can presumably look it up as well. But, like, you know, Citadel and Susquehanna are probably 80-ish percent of the market, something like that. I mean, they're great firms. They've been doing it for a long time. And we're still really, really early. We don't have a 605 business, you know, up there, excuse me, in the United States. So we are market making on exchanges right now, Chris. and so there's an opportunity for us to go there. Certainly, you know, the retail brokers would be thrilled if we said to them, hey, we're open for business, but we know, you know, what that means because we do it in cash equities across 8,000 names. You know, we can't just go to them and say, hey, we'd like to be a market maker in Tesla, in SPY, and, you know, it doesn't work that way, right? So until we're ready to provide real service you know, two-sided basis across, you know, 800 to 1,000 names and all the strikes and whatnot, you know, we're not going to waste the goodwill associated with our relationships to do that. My point earlier in response to Rich's question is that we have all of the infrastructure to do that. The brokers would welcome us because we're a trusted partner in cash equities and there's an opportunity. Now, the incumbents there are great, you know, broad firms that are going to continue to be great broad firms, I think we could carve out some small share and it'll probably come at the expense of numbers three, four, and five and that kind of thing. And I'm optimistic, but it's not going to happen tomorrow. But it's a long-term, medium to long-term plan for our firm. And I would point out that the venues, the 16 exchanges, every single one of them has reached out to us and said, we're thrilled to have Virtu involved. We're top 10 now. in a handful of those, whereas before we weren't even on the map. So, you know, we're doing it the Virtu way. We're doing it internally. We're doing it with our technology. We're doing it with our great people that we've moved over. We'll make some small, you know, external hires, but the margin of that business is the same as the rest of the margin of this firm. So we've made investments, but it's thrown off 70% plus EBITDA margins already. Got it.

And then just in the In the 605 market share, you're seeing a nice bounce back, and it seems like it's stabilized there. Do you see more opportunities to gain share there, or should we just think about this more as just industry-driven in terms of retail activity moving forward?

Yeah, I mean, I think, look, again, we compete with, you know, I'm very complimentary of all these firms, right, because they're all great firms. And, you know, Citadel is number one in the 605 business and has been for a long, long period of time, certainly since we bought Knight. And I have no reason to think that we're going to supplant them on an overall basis. There's 200 individual relationships, Chris, right? That's the one thing that I think people miss. And there are institutions around the world, not just the big three, four, or five, that... you know, send flow. So we're focused on all of those. We've got a great broad sales team. It's truly become a global effort. One of the benefits, again, of buying ITG is that we now have folks in Europe that are contacted on a 605 business that may know some, you know, small European retail bank that we act as an institution for. They have wealth management clients that want to buy Tesla, Nikola, Apple, et cetera, and we can offer front door guaranteed execution of those trades. during U.S. hours, obviously, right? So, again, this is not a business where I'm particularly focused on, oh, I want to be 33 or 34 or 32 or 31%. I want to be profitable. I want to provide a good service. I want to provide really good price improvement. I'm very, very comfortable where we're at right now. Got it. Thanks, guys. Thank you.

The next question is from Ben Herbert of Citi.

Hey, good morning. Thanks for taking the question. So I wanted to shift gears a little bit to the services side and maybe particularly infrastructure workflow and analytics. And just if you have any takeaways from the environment over the last five months or so and how that might impact your growth opportunity or trajectory thoughts from here and any shift in strategic priorities.

Yeah, it's a good question. So, I mean, I was very, obviously resiliency and scalability and latency are always issues, particularly when it comes to your workflow infrastructure business, right? So we're talking about Triton and ITGNet, right, which are effectively the backbone for a lot of our buy-side clients. I mean, thankfully, we had rolled out some improvements to Triton. We had launched, rolled out Triton Valor, which is our new version of Triton. And so it held up well in the crisis and with the heightened volumes. And so I continue to be a fan of that business because it's a recurring revenue subscription business. And it's a little counter cyclical, if you will, to the market making business. Obviously, in a year like this, where the market maker is doing exceptionally well, it can get overshadowed, but it's a steady business. The analytics business, same thing. We've rolled out a lot of of improvements. We've created a platform, which we call the portal, which enables clients to effectively use our tools, but then have their own information in their own environment and work with it there. And we've gotten great feedback from our clients. And again, you know, ITG was the market leader in global analytics, certainly in global equities. We've done a good job, I think, of trying to make that multi-asset class. And so it's a steady subscription-based business that really buttresses the relationship with these you know uh hundreds of of asset managers and pension funds that use those services you know 18 of the top 20 global asset managers in the world are virtu analytics customers which is really pretty remarkable and none of them fled because of uh you know hft and all that kind of stuff that some of the critics were concerned about so i like the businesses a lot it scales nicely off of our understanding of market structure and financial technology And again, it's a nice bit of recurring subscription revenue that is not entirely dependent on transaction volumes.

Thanks for that. And then as a follow-up, I understand that debt paydown is a priority, but could you just give us your latest thoughts on potentially doing a special dividend at some point?

Yeah, look, I think, as we've said, we've already paid off $188 million in I think we've got this quarter, given the asset sale of Match Now and other plans, excess cash flow, we will target another $100 million. That'll get us to almost $300 for the year. We'll see where the year ends and then make that decision. But I think we've always said that in a year like this, we will use that to delever. That's why we've always told you know, various constituencies, you know, credit investors, rating agencies, et cetera. You've got to look at virtue through the cycle. This year demonstrates that, and we're kind of good to our word with the credit markets, you know, that in a year like this, we will deliver. And I think, you know, you're seeing that. I think when we approach the end of the year and look at how much we've delivered and look at kind of our cash flow and our obligations, We'll definitely take a look at that, and all those things would be on the table, including buying back shares, if it makes sense.

Great. Thanks for taking the questions. Thank you.

Our next question is from Alex Blankstein of Goldman Sachs. Please go ahead.

Hey, great. Good morning, guys. Thanks. So just another follow-up on Memex. Doug, can you help us contextualize what the success of Memex means for Virtu financially? So any measure, like, you know, 1% market share gain in U.S. cash equity, let's say, what does that mean in terms of lower trading costs for you guys? You know, I know it might be hard to quantify, but I think that would be helpful. And longer term, how do you think about sustainability of these benefits or, you you know, do you think of them eventually being sort of competed away in terms of kind of tight at the desk spread or, you know, bashing those benefits down to the customer from an execution services perspective? Thanks.

Yeah, thank you. Well, Memex is obviously a great idea because Goldman Sachs is an investor in it, so Goldman only does smart things. So we thank you for that, Alex. Look, I mean, I think the best way to quantify the benefit already has been that in the last two years, and certainly we were helped with a regulatory environment where we had a chairman of the SEC, Jay Clayton, and a head of trading and markets, Brad Redfern, that I'll be controversial for a second, were actually doing their job and read the 34 Act and concluded that market data and other services and facilities of an exchange were subject to review and approval by the SEC. It's kind of what the law says, and the SEC was kind of ignoring it for 10 years before that. And so as a result, we didn't have, we haven't had any material market data or connectivity, you know, price increases in the last two years. So as far as I'm concerned, Memex has already paid for itself. We don't separately break that out, Alex, as a part of our communications, data, et cetera. But I can tell you that, you know, historically those, you know, increases kind of came in like clockwork. You know, here's 7%, here's 8%, here's 12%. And I used to call the CEOs of these places and say, you know, how does that work? I can't call Fidelity and say, oh, by the way, you know, I'm increasing the bid offer spread by 12%. That doesn't work. So we've had success already. So I'm thrilled with with how the marketplace has responded. And that was always our intention, to have a marketplace solution that demonstrated that you can run an exchange more efficiently. And so I'm thrilled with how that has kind of come out. And some of it obviously was helped by having Clayton and Redfern interpret the 34 Act in a way that I thought should have been interpreted for years. Um, in terms of, again, their market share and all that stuff, again, I don't speak for them. You can talk to, you know, Jonathan Kellner about what his plans are. You know, he's doing a fabulous job. They've got a great team there. Uh, you know, will Virtu have significant market share there? Yes, but we have significant market share on every exchange and every ATS in the United States. Will it be materially more than other exchanges? I don't know. It depends on what the liquidity looks like there and frankly, how we can make money. But again, uh, You know, we're excited that it'll be a new type of exchange. I think the technology that they've developed is going to be special. Tom Fay, the COO there, is a phenomenal architect. And so they're going to have very low-latent, you know, deterministic, highly deterministic technology and very, very transparent, which is all we ever asked for. And so we're excited. We think Virtu will be able to make very good, efficient markets there and be highly profitable.

Great. And then just a quick follow-up around M&A opportunities. You guys haven't talked much about it on this call today, but I think in the past, Doug, you talked about significant scale benefits that a merger can bring to a potential target. Has the current trading backdrop being as robust as it is kind of delayed some of these opportunities, or you still anticipate yourself being somewhat active maybe on the M&A front in the coming years?

Yeah, look, it's a good question. I mean, we've certainly been approached by a lot of people. I think, you know, folks look at the environment and, you know, it's no illusion, right? You know, people come and say, well, look how great I'm doing in 2020. My response is, okay, well, you know, if you valued Virtu with 2019's multiple off of 2020 EBITDA, you know, the stock should be 82, and unfortunately it's not, right? So we understand the ebbs and flows of the marketplace, right? We're very smart, contexted buyers. We're in just about every asset class and geography, both on the market making on the institutional side. We've done two very accretive, very, very strategic acquisitions that added a lot of scope, products, services, and value to our shareholders. And we're in the process of tucking those in. We will continue to look at things, continue to be constructive. And certainly, I wouldn't say, I wouldn't forestall the possibility that we would do something. I said on the last earnings call, you know, it's difficult to, you know, get a feel for a company when you're Zooming with, you know, 10, 15 people as opposed to going to visit them, walking around, kicking the tires. And I'm a big believer in tire kicking because a lot of what we do is cultural. And the reason Virtu is successful is because of the culture that Vinny and I started here at Virtu that we really believe in. and it's difficult to get a feel for a company over a Zoom or a chat or this or that. And so it's a challenging environment for that. And, you know, I've said many times before, and I will repeat, we will only do a transaction that Joe and I and the rest of the senior management team and our board agrees is strategic to us and is accretive to our shareholders. We have plenty of goods and services and plenty of scope here and a lot of organic opportunities We don't need to go reach on value and on price on anything. So, Joe, I don't think you have anything to add.

No, Alex, I say that the environment, to Doug's point, has actually increased the amount of opportunities we're seeing. But as Doug said, I think the environment also causes expectations to kind of be a little bit different than they were last year.

Got it. Great. Thanks so much. Thank you.

The next question is for Michael Cyprus of Morgan Stanley.

Hey, good morning. Thanks for taking the question. Just wanted to dig in a little bit on the execution services side. I was just hoping you could peel the onion back a little bit more, maybe give us a little flavor of how much of the $117 million of execution services revenue in the quarter was from more contractual driven revenue streams versus revenues that are a little bit more functional of transactional activity coming through, how that has evolved over the past couple of quarters. And as you look out over the next couple of years, how do you see the growth dynamics differing between the two? What should we be thinking about there?

Yeah. Joe, why don't you answer the first part of it?

Yeah, look, I think as Doug said, when you break down that business, the kind of workflow, technology, analytics piece is a steady business. So we would expect that the contribution there kind of remain constant and it grows over the long term, but but is pretty much constant. So I think any variability you see there is really due more to kind of the environment and the business mix, especially between U.S., Europe, and the rest of the world. So I'd say that anything you see there that's a decline, I would attribute to kind of really just business mix, especially outside the U.S.,

And any thoughts on growth for the more transactional side as you look forward? So it sounds like the recurring side, more steady eddy, kind of consistent grower a little bit over time. But what about the transactional side?

Yeah, I think, look, I mean, I mentioned in my prepared remarks that, you know, we have spent a lot of time and invested a lot of money in making a great algo suite product that the street is recognized. I mean, Virtu exists. on the institutional side because of execution quality and service, but because of execution quality. We don't sell research, corporate access, prime brokerage, all the great things that all the big banks do and the medium-sized banks and other broker deals do. We don't do any of that. So our products need to be differentiated on execution quality, market impact, and understanding of market structure. And that's what we built on the market-making side. We thought it would make sense and translate to the institutional side, And indeed it does. We also have scale, right? And so we're the only firm I think that will, I don't know this for a fact, but I'll say it anyhow, that will have a single ubiquitous algo suite that really does the same thing across, you know, with nuance for different marketplaces. But if you're a global trading firm and you want to access Japan, you know, the European markets, Canada, the U.S., Latin America, you're going to be using the same algo suite, right? Modified for each of the marketplaces, but it's going to do essentially the same thing. And so there's going to be, you know, that comfort, if you will, that you're going to be able to measure its, you know, efficacy across those various geographies. And we're going to do that in a scaled, very efficient way. That's what we're building. That's what we've already built and that's what we've already launched. I don't think other firms have that. And again, it can also be across asset classes because of what we do in FX and in And we also can provide pre and post analytics because our analytics platforms and you can have EMS because of our Triton. So all of those products are there. And we've got a lot of great sticky clients that, you know, that that resonates with. And we've gotten great feedback. You know, we won the Algo suite of the year, if you will, in Europe, which really kind of surprised us because we don't really do a lot of marketing and sponsorship and that kind of stuff. The proof is just really, in the pudding, you know, I would add, you know, growing a capital markets business, having an outsourced trading business. Again, doing those the Virtu way, adding a handful of people, but using the suite of products and technology we have here, we can do those businesses and have them be Virtu-style profitable without having to add any real cost and infrastructure. That's the key. That's really where this business is going, and I think the competitor is don't either don't recognize that or can't, you know, adjust fire because they're driving the Titanic and we're driving a little PT boat.

Got it. And just a quick follow-up on the debt pay down. Just curious how you're approaching and thinking about and framing sizing the magnitude of the debt pay down with 486 million of EBITDA on the quarter and debt pay down, I think was maybe about a third of that. So it seems like you do have capacity to pay down a bit faster. So just curious how you're thinking about that and is, the EBITDA number the right number I should be looking at for capacity for debt pay down?

Well, it is. I mean, when you look at our free cash flow, you know, you start with EBITDA, you know, our CapEx remains kind of historically modest. And then our, you know, our cash taxes are what they are. So it is the right starting point. Look, I would say it kind of goes back to the grand bargain that we've made with the credit markets as we financed our transactions and that, you know, we have, you know, obligations to pay down debt, and we have, you know, a desire to pay down debt. And, you know, I think we're at 1.4 times debt to EBITDA. By the end of the year, you know, given kind of the current trajectory, as I said, another 100 million this year, you know, it wouldn't be surprising if we were closer to one at the end of the year. And then I think, you know, we like to look at that through the cycle. So I don't expect, given the inherent volatility of the business, I don't plan on it being one, but I think that would be a very comfortable place to consider alternatives to additional debt pay down, including buybacks and other things you would do with excess cash. So we don't have a specific target in mind for the end of the year, but I think looking at where we are, I think that we're going to end up close to that, and then we'll decide what we want to do.

Great. Thank you.

Thanks.

So that was the last question. I'll turn it over to you if there's any closing remarks.

Thank you, Sherry. And I'd like to thank everybody for taking the time and for all the informed questions we received today. We look forward to engaging with all of you again in early November. Thank you very much.

Ladies and gentlemen, thank you for joining. The conference is now over, and you may disconnect your telephones.