VCTR Victory Capital Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 8, 2024

Date of Report (date of earliest event reported)

 

 

Victory Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware	001-38388	32-0402956
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

 

15935 La Cantera Parkway; San Antonio, TX		78256
(Address of principal executive offices)		(Zip Code)

 

(216) 898‑2400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

 Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

 Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	VCTR	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

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Item 2.02. Results of Operations and Financial Condition

On August 8, 2024, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three and six month periods ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		Description
99.1		Earnings Press Release dated August 8, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE(S)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VICTORY CAPITAL HOLDINGS, INC.
Date: August 8, 2024		By:	/s/ MICHAEL D. POLICARPO
			Name: Michael D. Policarpo
			Title: President, Chief Financial Officer and Chief Administrative Officer

 

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	NEWS RELEASE

Victory Capital Reports Strong Second Quarter Results
and Record Earnings Per Share

Second-Quarter Highlights

San Antonio, Texas, August 8, 2024 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported financial results for the quarter ended June 30, 2024.

“Our most significant development during the first half of 2024 was forging the long-term agreement to become strategic partners with Amundi,” said David Brown, Chairman and Chief Executive Officer. “Upon closing, we will be combining Amundi’s US business into Victory Capital and have reciprocal global exclusive 15-year distribution agreements. This transaction is extremely compelling with multiple strategic elements that will make our Company even better. It is also financially attractive with anticipated double-digit earnings accretion within a year, and it will immediately provide us with greater financial flexibility resulting from the strengthening of our balance sheet.

“During the second quarter, our business continued to perform exceptionally well. We generated the highest adjusted earnings per diluted share with tax benefit, adjusted EBITDA, and adjusted EBITDA margin, for any quarter in our history.

“Our Investment Franchises continued to deliver excellent investment performance for our clients. Through the end of June, the percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 60%, 77%, and 79%. In addition, 68% of our AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

“As a result of our strong cash flow generation, the amount of cash on our balance sheet increased by 49% during the quarter, reaching $119 million at the end of June. This combined with the higher earnings resulted in our net debt to EBITDA ratio declining to 1.9X. In addition, the Board authorized another 11% increase in our quarterly cash dividend from $0.37 to $0.41, which will be paid in September.

“As always, we continue to focus on serving our clients, which is our top priority.”

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The table below presents AUM, and certain GAAP and non-GAAP (“adjusted”) financial results. Due to rounding, AUM values and other amounts in this press release may not add up precisely to the totals provided.

(in millions except per share amounts or as otherwise noted)

 

		For the Three Months Ended															For the Six Months Ended
		June 30,					March 31,					June 30,					June 30,					June 30,
		2024					2024					2023					2024					2023
Assets Under Management1
Ending		$		168,681			$		170,342			$		157,161			$		168,681			$		157,161
Average				167,484					163,533					152,925					165,508					152,729
AUM Long-term Flows2
Long-term Gross		$		5,813			$		6,952			$		5,491			$		12,764			$		11,339
Long-term Net				(1,701	)				(1,028	)				(1,110	)				(2,729	)				(2,250	)
AUM Money Market/Short-term Flows
Money Market / Short-term Gross		$		255			$		236			$		231			$		491			$		472
Money Market / Short-term Net				(43	)				(99	)				(316	)				(142	)				(325	)
AUM Total Flows
Total Gross		$		6,067			$		7,187			$		5,722			$		13,255			$		11,811
Total Net				(1,744	)				(1,127	)				(1,426	)				(2,871	)				(2,576	)
Consolidated Financial Results (GAAP)
Revenue		$		219.6			$		215.9			$		204.2			$		435.5			$		405.5
AUM revenue realization (in bps)				52.6					53.0					53.6					52.8					53.4
Operating expenses				109.0					131.0					116.7					240.1					243.5
Income from operations				110.6					84.8					87.5					195.4					162.1
Operating margin				50.4	%				39.3	%				42.9	%				44.9	%				40.0	%
Net income				74.3					55.7					56.7					129.9					105.9
Earnings per diluted share		$		1.12			$		0.84			$		0.83			$		1.97			$		1.53
Cash flow from operations				79.7					68.7					77.4					148.4					141.6
Adjusted Performance Results (Non-GAAP)3
Adjusted EBITDA		$		116.5			$		112.4			$		104.0			$		228.9			$		203.2
Adjusted EBITDA margin				53.0	%				52.1	%				50.9	%				52.6	%				50.1	%
Adjusted net income				76.5					72.6					66.4					149.1					132.1
Tax benefit of goodwill and acquired intangible assets				10.1					9.7					9.5					19.9					19.1
Adjusted net income with tax benefit				86.6					82.3					75.9					169.0					151.1
Adjusted net income with tax benefit per diluted share		$		1.31			$		1.25			$		1.11			$		2.56			$		2.19

 

 

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

2 Long-term AUM is defined as total AUM excluding Money Market and Short-term assets.

3 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

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AUM, Flows and Investment Performance

At June 30, 2024, Victory Capital had total client assets of $173.8 billion, assets under management of $168.7 billion, and other assets of $5.1 billion. Total AUM decreased by $1.7 billion to $168.7 billion at June 30, 2024, compared with $170.3 billion at March 31, 2024. The decrease was due to net outflows of $1.7 billion. Total gross flows for the second quarter were $6.1 billion, including long-term gross flows of $5.8 billion.

As of June 30, 2024, Victory Capital offered 122 investment strategies through its 11 autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of June 30, 2024.

Percentage of AUM Outperforming Benchmark
Trailing		Trailing		Trailing		Trailing
1-Year		3-Years		5-Years		10-Years
49%		60%		77%		79%

Second Quarter 2024 Compared with First Quarter 2024

Revenue increased 1.7% to $219.6 million in the second quarter, compared with $215.9 million in the first quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin expanded 1,110 basis points in the second quarter to 50.4%, up from 39.3% in the first quarter primarily due to the combination of a non-cash $20.4 million difference in amounts recorded to the change in the fair value of consideration payable for acquisitions as well as a decrease in compensation related expenses. Second quarter GAAP net income increased 33.3% to $74.3 million, or $1.12 per diluted share, up from $55.7 million, or $0.84 per diluted share, in the prior quarter.

 

Adjusted net income with tax benefit increased 5.3% to $86.6 million, or $1.31 per diluted share in the second quarter, up from $82.3 million, or $1.25 per diluted share, in the first quarter. Adjusted EBITDA increased 3.7% to $116.5 million in the second quarter, versus $112.4 million in the first quarter. Adjusted EBITDA margin expanded 90 basis points in the second quarter of 2024 to 53.0% compared with 52.1% in the prior quarter.

Second Quarter 2024 Compared with Second Quarter 2023

Revenue for the three months ended June 30, 2024, increased 7.5% to $219.6 million, compared with $204.2 million in the same quarter of 2023 as a result of higher average AUM over the comparable period.

 

Operating expenses decreased 6.6% to $109.0 million, compared with $116.7 million in last year’s second quarter due to the combination of a non-cash $9.7 million difference in amounts recorded to the change in the fair value of consideration payable for acquisitions as well as a decrease in depreciation and amortization expense, partially offset by an increase in acquisition-related costs. GAAP operating margin expanded 750 basis points to 50.4% in the second quarter, from 42.9% in the same quarter of 2023. GAAP net income increased 31.0% to $74.3 million, or $1.12 per diluted share, in the second quarter compared with $56.7 million, or $0.83 per diluted share, in the same quarter of 2023.

 

Adjusted net income with tax benefit increased 14.1% to $86.6 million, or $1.31 per diluted share, in the second quarter, compared with $75.9 million, or $1.11 per diluted share in the same quarter

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last year. Adjusted EBITDA increased 12.0% to $116.5 million, compared with $104.0 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin expanded 210 basis points to 53.0% in the second quarter of 2024, compared with 50.9% in the same quarter last year.

Six Months Ended June 30, 2024 Compared with Six Months Ended June 30, 2023

Revenue for the six months ended June 30, 2024, increased 7.4% to $435.5 million, compared with $405.5 million in the same period of 2023. The increase was primarily due to higher average AUM.

 

Operating expenses decreased 1.4% to $240.1 million for the six months ended June 30, 2024, compared with $243.5 million in the same period in 2023 due to the combination of a non-cash $4.9 million difference in amounts recorded to the change in the fair value of consideration payable for acquisitions as well as a decrease in depreciation and amortization expense, partially offsetting was an increase in acquisition-related costs. GAAP operating margin was 44.9% for the six months ended June 30, 2024, a 490 basis point increase from the 40.0% recorded in the same period in 2023. GAAP net income increased 22.7% to $129.9 million, or $1.97 per diluted share, in the first six months of 2024 compared with $105.9 million, or $1.53 per diluted share, in the same period in 2023.

 

Adjusted net income with tax benefit increased 11.8% to $169.0 million in the first six months of 2024 compared to $151.1 million in the same period in 2023. On a per-share basis, adjusted net income with tax benefit increased 16.9% to $2.56 per diluted share for the six months ended June 30, 2024 compared to $2.19 per diluted share in the same period in 2023. For the six months ended June 30, 2024, adjusted EBITDA increased 12.6% to $228.9 million, compared with $203.2 million for the same period in 2023. Year-over-year, adjusted EBITDA margin expanded 250 basis points to 52.6% in the first six months of 2024, compared with 50.1% in the same period last year.

Balance Sheet / Capital Management

The total debt outstanding as of June 30, 2024 was approximately $992 million and consisted of an existing term loan balance of $625 million and the 2021 Incremental Term Loans balance of $367 million.

The Company’s Board of Directors approved a regular quarterly cash dividend of $0.41 per share. The dividend is payable on September 25, 2024, to shareholders of record on September 10, 2024.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, August 9, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call (888) 330-3571 (domestic) or (646) 960-0657 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes.

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About Victory Capital

Victory Capital is a diversified global asset management firm with total assets under management of $168.7 billion, and $173.8 billion in total client assets, as of June 30, 2024. The Company employs a next-generation business strategy that combines boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform.

Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 11 autonomous Investment Franchises and a Solutions Business, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services.

Victory Capital is headquartered in San Antonio, Texas, with offices and investment professionals in the U.S. and around the world. To learn more please visit www.vcm.com or follow Victory Capital on Facebook, Twitter, and LinkedIn.

FORWARD-LOOKING STATEMENTS

This earnings release may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the proposed transaction and the outlook for Victory Capital’s or Amundi’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s and Amundi’s control and could cause Victory Capital’s and Amundi’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements.

Although it is not possible to identify all such risks and factors, they include, among others, the following: continued geopolitical uncertainty including the conflicts in Ukraine and Israel, risks that the conditions to closing the transaction with Amundi US will be satisfied and the transaction will close on the anticipated timeline, if at all; risks associated with expected benefits, or impact on our business, of the proposed transaction, including our ability to achieve any expected synergies; reductions in AUM based on investment performance, client withdrawals, difficult market conditions and other factors such as a pandemic; the nature of the Company’s contracts and investment advisory agreements; the Company’s ability to maintain historical returns and sustain its historical growth; the Company’s dependence on third parties to market its strategies and provide products or services for the operation of its business; the Company’s ability to retain key investment professionals or members of its senior management team; the Company’s reliance on the technology systems supporting its operations; the Company’s ability to successfully acquire and integrate new companies; the concentration of the Company’s investments in long-only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company’s efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company’s ability to limit employee misconduct; the Company’s ability to meet the guidelines set by its clients; the Company’s exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company’s ability to implement effective information and

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cyber security policies, procedures and capabilities; the Company’s substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company’s determination that Victory Capital is not required to register as an "investment company" under the 1940 Act; the fluctuation of the Company’s expenses; the Company’s ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; the level of control over the Company retained by Crestview GP; and other risks and factors listed under "Risk Factors" and elsewhere in the Company’s filings with the SEC.

Such forward-looking statements are based on numerous assumptions regarding Victory Capital’s present and future business strategies and the environment in which it will operate in the future. Any forward-looking statement made in this press release speaks only as of the date hereof. Except as required by law, Victory Capital assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Important Additional Information and Where to Find It

This communication discusses the proposed acquisition of Amundi Holdings US, Inc. (“Amundi US”) by the Company. In connection with the transaction, the Company intends to file a proxy statement and certain other documents regarding the transaction with the SEC. The definitive version of the proxy statement (if and when available) will be mailed to the Company’s stockholders.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS CONTEMPLATED BY THE CONTRIBUTION AGREEMENT AND RELATED MATTERS.

Investors and security holders may obtain, free of charge, copies of the proxy statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or the Investor Relations portion of the Company’s website at https://ir.vcm.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other employees may be deemed to be “participants” in the solicitation of proxies from the Company’s stockholders with respect to the special meeting of stockholders that will be held to consider and vote upon the approval of the share issuance in connection with the proposed acquisition of Amundi US by the Company. Additional information regarding the identity of the participants, and their respective direct and indirect interests in the transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the transaction (if and when they become available). Information relating to the Company’s executive officers and directors can also be found in the Company’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on March 28, 2024. Investors and security holders may obtain free copies of these documents using the sources indicated above.

Contacts

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Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com

Media:
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com 

 

 

 

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Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands except per share data and percentages)

 

		For the Three Months Ended															For the Six Months Ended
		June 30,					March 31,					June 30,					June 30,					June 30,
		2024					2024					2023					2024					2023
Revenue
Investment management fees		$		173,163			$		169,785			$		159,410			$		342,948			$		316,246
Fund administration and distribution fees				46,458					46,072					44,816					92,530					89,300
Total revenue				219,621					215,857					204,226					435,478					405,546
Expenses
Personnel compensation and benefits				55,660					59,454					54,940					115,114					112,542
Distribution and other asset-based expenses				36,474					36,263					37,344					72,737					74,998
General and administrative				14,385					14,012					13,250					28,397					25,638
Depreciation and amortization				7,551					7,601					9,650					15,152					21,330
Change in value of consideration payable for acquisition of business				(8,200	)				12,200					1,500					4,000					8,900
Acquisition-related costs				3,049					1,026					16					4,075					18
Restructuring and integration costs				105					492					—					597					29
Total operating expenses				109,024					131,048					116,700					240,072					243,455
Income from operations				110,597					84,809					87,526					195,406					162,091
Operating margin				50.4	%				39.3	%				42.9	%				44.9	%				40.0	%
Other income (expense)
Interest income and other income (expense)				1,557					3,565					1,971					5,122					3,515
Interest expense and other financing costs				(16,279	)				(16,486	)				(14,902	)				(32,765	)				(29,141	)
Gain (loss) on debt extinguishment				(100	)				—					—					(100	)				—
Total other expense, net				(14,822	)				(12,921	)				(12,931	)				(27,743	)				(25,626	)
Income before income taxes				95,775					71,888					74,595					167,663					136,465
Income tax expense				(21,524	)				(16,197	)				(17,924	)				(37,721	)				(30,521	)
Net income		$		74,251			$		55,691			$		56,671			$		129,942			$		105,944
Earnings per share of common stock
Basic		$		1.15			$		0.86			$		0.85			$		2.01			$		1.58
Diluted				1.12					0.84					0.83					1.97					1.53
Weighted average number of shares outstanding
Basic				64,734					64,389					66,466					64,561					66,874
Diluted				66,075					65,972					68,500					66,025					69,037
Dividends declared per share		$		0.37			$		0.335			$		0.32			$		0.705			$		0.64

 

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Victory Capital Holdings, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures1

(unaudited; in thousands except per share data and percentages)

 

		For the Three Months Ended															For the Six Months Ended
		June 30,					March 31,					June 30,					June 30,					June 30,
		2024					2024					2023					2024					2023
Net income (GAAP)		$		74,251			$		55,691			$		56,671			$		129,942			$		105,944
Income tax expense				(21,524	)				(16,197	)				(17,924	)				(37,721	)				(30,521	)
Income before income taxes		$		95,775			$		71,888			$		74,595			$		167,663			$		136,465
Interest expense				15,468					15,711					14,146					31,179					27,628
Depreciation				2,252					2,269					2,296					4,521					4,267
Other business taxes				414					369					382					783					766
Amortization of acquisition-related intangible assets				5,299					5,332					7,353					10,631					17,062
Stock-based compensation				940					1,327					1,538					2,267					3,542
Acquisition, restructuring and exit costs				(4,520	)				14,705					2,949					10,185					11,933
Debt issuance costs				874					755					756					1,629					1,504
Adjusted EBITDA		$		116,502			$		112,356			$		104,015			$		228,858			$		203,167
Adjusted EBITDA margin				53.0	%				52.1	%				50.9	%				52.6	%				50.1	%
Net income (GAAP)		$		74,251			$		55,691			$		56,671			$		129,942			$		105,944
Adjustment to reflect the operating performance of the Company
Other business taxes				414					369					382					783					766
Amortization of acquisition-related intangible assets				5,299					5,332					7,353					10,631					17,062
Stock-based compensation				940					1,327					1,538					2,267					3,542
Acquisition, restructuring and exit costs				(4,520	)				14,705					2,949					10,185					11,933
Debt issuance costs				874					755					756					1,629					1,504
Tax effect of above adjustments				(753	)				(5,621	)				(3,244	)				(6,374	)				(8,701	)
Adjusted net income		$		76,505			$		72,558			$		66,405			$		149,063			$		132,050
Adjusted net income per diluted share		$		1.16			$		1.10			$		0.97			$		2.26			$		1.91
Tax benefit of goodwill and acquired intangible assets		$		10,141			$		9,748			$		9,537			$		19,889			$		19,061
Tax benefit of goodwill and acquired intangible assets per diluted share		$		0.15			$		0.15			$		0.14			$		0.30			$		0.28
Adjusted net income with tax benefit		$		86,646			$		82,306			$		75,942			$		168,952			$		151,111
Adjusted net income with tax benefit per diluted share		$		1.31			$		1.25			$		1.11			$		2.56			$		2.19

1 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

 

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Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for shares)

 

		June 30, 2024					December 31, 2023
Assets
Cash and cash equivalents		$		118,970			$		123,547
Receivables				100,660					87,570
Prepaid expenses				6,979					5,785
Investments, at fair value				33,759					31,808
Property and equipment, net				15,599					19,578
Goodwill				981,805					981,805
Other intangible assets, net				1,271,200					1,281,832
Other assets				12,309					10,691
Total assets		$		2,541,281			$		2,542,616
Liabilities and stockholders' equity
Accounts payable and accrued expenses		$		54,528			$		56,477
Accrued compensation and benefits				54,020					55,456
Consideration payable for acquisition of business				141,200					217,200
Deferred tax liability, net				142,418					128,714
Other liabilities				44,579					42,499
Long-term debt, net1				981,724					989,269
Total liabilities				1,418,469					1,489,615
Stockholders' equity
Common stock, $0.01 par value per share: 2024 - 600,000,000 shares authorized, 83,454,313 shares issued and 64,808,655 shares outstanding; 2023 - 600,000,000 shares authorized, 82,404,305 shares issued and 64,254,714 shares outstanding				835					824
Additional paid-in capital				741,490					728,283
Treasury stock, at cost: 2024 - 18,645,658 shares; 2023 - 18,149,591 shares				(464,944	)				(444,286	)
Accumulated other comprehensive income				25,024					31,328
Retained earnings				820,407					736,852
Total stockholders' equity				1,122,812					1,053,001
Total liabilities and stockholders' equity		$		2,541,281			$		2,542,616

 

1 Balances at June 30, 2024 and December 31, 2023 are shown net of unamortized loan discount and debt issuance costs in the amount of $10.5 million and $12.4 million, respectively. The gross amount of the debt outstanding was $992.2 million and $1,001.7 million as of June 30, 2024 and December 31, 2023, respectively.

 

 

 

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Victory Capital Holdings, Inc. and Subsidiaries

Total Client Assets

(unaudited; in millions)

 

		For the Three Months Ended
		June 30,					March 31,					June 30,
		2024					2024					2023
Beginning AUM		$		170,342			$		161,322			$		153,356
Beginning other assets1				5,117					5,289					5,265
Beginning total client assets				175,459					166,611					158,621
AUM net cash flows				(1,744	)				(1,127	)				(1,426	)
Other assets net cash flows				18					(524	)				(996	)
Total client assets net cash flows				(1,727	)				(1,651	)				(2,422	)
AUM market appreciation (depreciation)				83					10,178					5,346
Other assets market appreciation (depreciation)				(40	)				352					192
Total client assets market appreciation (depreciation)				43					10,529					5,537
AUM realizations and distributions				—					—					(73	)
Acquired & divested assets / Net transfers				(1	)				(31	)				(41	)
Ending AUM				168,681					170,342					157,161
Ending other assets				5,094					5,117					4,461
Ending total client assets				173,775					175,459					161,622
Average total client assets2				172,392					168,865					157,372

 

		For the Six Months Ended
		June 30,					June 30,
		2024					2023
Beginning AUM		$		161,322			$		147,762
Beginning other assets1				5,289					5,190
Beginning total client assets				166,611					152,952
AUM net cash flows				(2,871	)				(2,576	)
Other assets net cash flows				(506	)				(1,091	)
Total client assets net cash flows				(3,377	)				(3,667	)
AUM market appreciation (depreciation)				10,261					12,089
Other assets market appreciation (depreciation)				311					362
Total client assets market appreciation (depreciation)				10,572					12,451
AUM realizations and distributions				—					(73	)
Acquired & divested assets / Net transfers				(31	)				(42	)
Ending AUM				168,681					157,161
Ending other assets				5,094					4,461
Ending total client assets				173,775					161,622
Average total client assets3				170,629					157,595

 

1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.

2 For the three-month periods ending June 30, 2024, March 31, 2024 and June 30, 2023 total client assets revenue realization was 51.2 basis points, 51.4 basis points and 52.1 basis points, respectively.

3For the six-month periods ending June 30, 2024 and 2023 total client assets revenue realization was 51.3 basis points and 51.9 basis points, respectively.

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Victory Capital Holdings, Inc. and Subsidiaries

Total Assets Under Management1

(unaudited; in millions except for percentages)

 

		For the Three Months Ended
		June 30,					March 31,					June 30,
		2024					2024					2023
Beginning assets under management		$		170,342			$		161,322			$		153,356
Gross client cash inflows				6,067					7,187					5,722
Gross client cash outflows				(7,812	)				(8,314	)				(7,148	)
Net client cash flows				(1,744	)				(1,127	)				(1,426	)
Market appreciation (depreciation)				83					10,178					5,346
Realizations and distributions				—					—					(73	)
Acquired & divested assets / Net Transfers				(1	)				(31	)				(41	)
Ending assets under management				168,681					170,342					157,161
Average assets under management				167,484					163,533					152,925

 

		For the Six Months Ended
		June 30,					June 30,
		2024					2023
Beginning assets under management		$		161,322			$		147,762
Gross client cash inflows				13,255					11,811
Gross client cash outflows				(16,126	)				(14,386	)
Net client cash flows				(2,871	)				(2,576	)
Market appreciation (depreciation)				10,261					12,089
Realizations and distributions				—					(73	)
Acquired assets / Net transfers				(31	)				(42	)
Ending assets under management				168,681					157,161
Average assets under management				165,508					152,729

 

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

 

 

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Victory Capital Holdings, Inc. and Subsidiaries

Other Assets (Institutional)1

(unaudited; in millions)

 

 

		For the Three Months
		June 30,					March 31,					June 30,
		2024					2024					2023
Beginning other assets (institutional)		$		5,117			$		5,289			$		5,265
Gross client cash inflows				467					—					100
Gross client cash outflows				(449	)				(524	)				(1,096	)
Net client cash flows				18					(524	)				(996	)
Market appreciation (depreciation)				(40	)				352					192
Realizations and distributions				—					—					—
Acquired & divested assets / Net transfers				—					—					—
Ending other assets (institutional)				5,094					5,117					4,461
Average other assets (institutional)2				4,909					5,332					4,447

 

		For the Six Months Ended
		June 30,					June 30,
		2024					2023
Beginning other assets (institutional)		$		5,289			$		5,190
Gross client cash inflows				467					100
Gross client cash outflows				(973	)				(1,191	)
Net client cash flows				(506	)				(1,091	)
Market appreciation (depreciation)				311					362
Realizations and distributions				—					—
Acquired & divested assets / Net transfers				—					—
Ending other assets (institutional)				5,094					4,461
Average other assets (institutional)3				5,120					4,866

 

1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.

2 For the three-month periods ending June 30, 2024, March 31, 2024 and June 30, 2023 total other assets (institutional) revenue realization was 3.4 basis points, 3.5 basis points and 3.6 basis points, respectively.

3For the six-month periods ending June 30, 2024 and 2023 total other assets (institutional) revenue realization was 3.5 basis points, respectively.

 

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

 

For the Three Months Ended		By Asset Class
																						Global /
		U.S. Mid					U.S. Small					Fixed					U.S. Large					Non-U.S.										Alternative					Total					Money Market /					Total
		Cap Equity					Cap Equity					Income					Cap Equity					Equity					Solutions					Investments					Long-term					Short-term					AUM1
June 30, 2024
Beginning assets under management		$		32,918			$		16,297			$		24,481			$		13,895			$		18,200			$		57,833			$		3,465			$		167,089			$		3,253			$		170,342
Gross client cash inflows				1,007					559					1,283					67					558					2,035					303					5,813					255					6,067
Gross client cash outflows				(1,659	)				(778	)				(1,508	)				(309	)				(635	)				(2,184	)				(442	)				(7,514	)				(298	)				(7,812	)
Net client cash flows				(652	)				(218	)				(225	)				(241	)				(77	)				(150	)				(139	)				(1,701	)				(43	)				(1,744	)
Market appreciation (depreciation)				(1,247	)				(893	)				116					350					367					1,273					58					24					60					83
Realizations and distributions				—					—					—					—					—					—					—					—					—					—
Acquired assets / Net transfers				(4	)				(4	)				26					(21	)				(32	)				(21	)				6					(50	)				50					(1	)
Ending assets under management		$		31,015			$		15,182			$		24,398			$		13,983			$		18,459			$		58,936			$		3,390			$		165,362			$		3,320			$		168,681
March 31, 2024
Beginning assets under management		$		30,604			$		15,959			$		24,355			$		12,635			$		16,772			$		54,296			$		3,431			$		158,051			$		3,271			$		161,322
Gross client cash inflows				1,371					507					1,298					68					1,090					2,165					452					6,952					236					7,187
Gross client cash outflows				(1,845	)				(925	)				(1,367	)				(332	)				(751	)				(2,410	)				(349	)				(7,980	)				(335	)				(8,314	)
Net client cash flows				(474	)				(418	)				(69	)				(264	)				339					(245	)				103					(1,028	)				(99	)				(1,127	)
Market appreciation (depreciation)				2,795					801					176					1,555					1,133					3,749					(75	)				10,135					42					10,178
Realizations and distributions				—					—					—					—					—					—					—					—					—					—
Acquired assets / Net transfers				(7	)				(45	)				18					(31	)				(44	)				33					5					(69	)				38					(31	)
Ending assets under management		$		32,918			$		16,297			$		24,481			$		13,895			$		18,200			$		57,833			$		3,465			$		167,089			$		3,253			$		170,342
June 30, 2023
Beginning assets under management		$		29,035			$		15,648			$		26,535			$		11,425			$		14,868			$		49,151			$		3,317			$		149,979			$		3,377			$		153,356
Gross client cash inflows				1,259					743					873					87					559					1,522					449					5,491					231					5,722
Gross client cash outflows				(1,126	)				(1,128	)				(1,324	)				(290	)				(585	)				(1,738	)				(408	)				(6,601	)				(547	)				(7,148	)
Net client cash flows				132					(386	)				(451	)				(204	)				(26	)				(216	)				41					(1,110	)				(316	)				(1,426	)
Market appreciation (depreciation)				824					404					48					954					575					2,490					12					5,307					38					5,346
Realizations and distributions				—					—					—					—					—					—					(73	)				(73	)				—					(73	)
Acquired assets / Net transfers				16					(2	)				(34	)				(4	)				(25	)				(49	)				4					(95	)				53					(41	)
Ending assets under management		$		30,007			$		15,664			$		26,098			$		12,170			$		15,392			$		51,375			$		3,301			$		154,009			$		3,152			$		157,161

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

 

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

 

For the Six Months Ended		By Asset Class
																						Global /
		U.S. Mid					U.S. Small					Fixed					U.S. Large					Non-U.S.										Alternative					Total					Money Market /					Total
		Cap Equity					Cap Equity					Income					Cap Equity					Equity					Solutions					Investments					Long-term					Short-term					AUM1
June 30, 2024
Beginning assets under management		$		30,604			$		15,959			$		24,355			$		12,635			$		16,772			$		54,296			$		3,431			$		158,051			$		3,271			$		161,322
Gross client cash inflows				2,378					1,066					2,581					136					1,648					4,200					755					12,764					491					13,255
Gross client cash outflows				(3,504	)				(1,703	)				(2,874	)				(641	)				(1,386	)				(4,595	)				(791	)				(15,493	)				(632	)				(16,126	)
Net client cash flows				(1,126	)				(637	)				(294	)				(505	)				262					(394	)				(36	)				(2,729	)				(142	)				(2,871	)
Market appreciation (depreciation)				1,548					(92	)				292					1,905					1,501					5,022					(17	)				10,159					102					10,261
Realizations and distributions				—					—					—					—					—					—					—					—					—					—
Acquired assets / Net transfers				(11	)				(49	)				44					(51	)				(76	)				12					11					(119	)				88					(31	)
Ending assets under management		$		31,015			$		15,182			$		24,398			$		13,983			$		18,459			$		58,936			$		3,390			$		165,362			$		3,320			$		168,681
June 30, 20231
Beginning assets under management		$		27,892			$		15,103			$		26,353			$		10,973			$		14,160			$		46,317			$		3,663			$		144,460			$		3,302			$		147,762
Gross client cash inflows				2,858					1,728					2,060					170					936					2,739					846					11,339					472					11,811
Gross client cash outflows				(2,219	)				(2,001	)				(2,896	)				(675	)				(1,129	)				(3,421	)				(1,248	)				(13,589	)				(797	)				(14,386	)
Net client cash flows				640					(273	)				(836	)				(504	)				(192	)				(683	)				(403	)				(2,250	)				(325	)				(2,576	)
Market appreciation (depreciation)				1,461					827					663					1,775					1,495					5,687					108					12,017					72					12,089
Realizations and distributions				—					—					—					—					—					—					(73	)				(73	)				—					(73	)
Acquired assets / Net transfers				15					7					(82	)				(74	)				(71	)				55					6					(144	)				103					(42	)
Ending assets under management		$		30,007			$		15,664			$		26,098			$		12,170			$		15,392			$		51,375			$		3,301			$		154,009			$		3,152			$		157,161

 

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

 

 

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

 

For the Three Months Ended		By Vehicle
												Separate
												Accounts
		Mutual										and Other
		Funds1					ETFs2					Vehicles3					Total AUM4
June 30, 2024
Beginning assets under management		$		113,897			$		5,229			$		51,217			$		170,342
Gross client cash inflows				3,553					480					2,034					6,067
Gross client cash outflows				(5,061	)				(178	)				(2,573	)				(7,812	)
Net client cash flows				(1,508	)				302					(539	)				(1,744	)
Market appreciation (depreciation)				385					(91	)				(211	)				83
Realizations and distributions				—					—					—					—
Acquired assets / Net transfers				(190	)				—					190					(1	)
Ending assets under management		$		112,584			$		5,440			$		50,657			$		168,681
March 31, 2024
Beginning assets under management		$		108,802			$		4,970			$		47,551			$		161,322
Gross client cash inflows				4,303					451					2,434					7,187
Gross client cash outflows				(5,956	)				(449	)				(1,909	)				(8,314	)
Net client cash flows				(1,653	)				2					525					(1,127	)
Market appreciation (depreciation)				6,796					215					3,167					10,178
Realizations and distributions				—					—					—					—
Acquired assets / Net transfers				(48	)				43					(26	)				(31	)
Ending assets under management		$		113,897			$		5,229			$		51,217			$		170,342
June 30, 2023
Beginning assets under management		$		103,246			$		5,555			$		44,554			$		153,356
Gross client cash inflows				3,639					175					1,908					5,722
Gross client cash outflows				(4,863	)				(421	)				(1,864	)				(7,148	)
Net client cash flows				(1,224	)				(246	)				44					(1,426	)
Market appreciation (depreciation)				3,923					(117	)				1,540					5,346
Realizations and distributions				—					—					(73	)				(73	)
Acquired assets / Net transfers				(28	)				—					(13	)				(41	)
Ending assets under management		$		105,916			$		5,193			$		46,052			$		157,161

 

1 Includes institutional and retail share classes, money market and VIP funds.

2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.

3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.

4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

 

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

 

For the Six Months Ended		By Vehicle
												Separate
												Accounts
		Mutual										and Other
		Funds1					ETFs2					Vehicles3					Total
June 30, 2024
Beginning assets under management		$		108,802			$		4,970			$		47,551			$		161,322
Gross client cash inflows				7,856					930					4,468					13,255
Gross client cash outflows				(11,017	)				(627	)				(4,482	)				(16,126	)
Net client cash flows				(3,161	)				304					(14	)				(2,871	)
Market appreciation (depreciation)				7,181					124					2,956					10,261
Realizations and distributions				—					—					—					—
Acquired assets / Net transfers				(238	)				43					164					(31	)
Ending assets under management		$		112,584			$		5,440			$		50,657			$		168,681
June 30, 2023
Beginning assets under management		$		99,447			$		5,627			$		42,688			$		147,762
Gross client cash inflows				8,185					393					3,233					11,811
Gross client cash outflows				(10,269	)				(655	)				(3,463	)				(14,386	)
Net client cash flows				(2,084	)				(262	)				(230	)				(2,576	)
Market appreciation (depreciation)				8,573					(164	)				3,680					12,089
Realizations and distributions				—					—					(73	)				(73	)
Acquired assets / Net transfers4				(19	)				(9	)				(13	)				(42	)
Ending assets under management		$		105,916			$		5,193			$		46,052			$		157,161

 

1 Includes institutional and retail share classes, money market and VIP funds.

2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.

3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.

4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

 

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Information Regarding Non-GAAP Financial Measures

Victory Capital uses non-GAAP financial measures referred to as Adjusted EBITDA and Adjusted Net Income to measure the operating profitability of the Company. These measures eliminate the impact of one-time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the Company. The Company has included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of the Company.

Adjusted EBITDA

Adjustments made to GAAP Net Income to calculate Adjusted EBITDA, as applicable, are:

 

Adjusted Net Income

Adjustments made to GAAP Net Income to calculate Adjusted Net Income, as applicable, are:

 

Tax Benefit of Goodwill and Acquired Intangible Assets

 

Due to Victory Capital’s acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide it with additional significant supplemental economic benefit. The tax benefit of goodwill and intangible assets represent the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which the Company received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangible assets with a step-up in tax basis.

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v3.24.2.u1

Document and Entity Information	Aug. 08, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001570827
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	Victory Capital Holdings, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38388
Entity Tax Identification Number	32-0402956
Entity Address, Address Line One	15935 La Cantera Parkway
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78256
City Area Code	216
Local Phone Number	898‑2400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.01
Trading Symbol	VCTR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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