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

Share Name	Share Symbol	Market	Type
Victory Capital Holdings Inc	NASDAQ:VCTR	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	66.65	26.66	105.97				5	09:10:02

Victory Capital (NASDAQ:VCTR)
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Third-Quarter Highlights

Total Client Assets of $181.1 billion
Long-term gross flows of $5.9 billion
Long-term net flows of ($2.6) billion
GAAP operating margin of 53.3%
GAAP net income per diluted share of $1.24
Adjusted EBITDA margin of 53.7%
Adjusted net income with tax benefit per diluted share of $1.35
Board authorizes an 7% increase in regular quarterly cash dividend to $0.44

Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported financial results for the quarter ended September 30, 2024.

“During the third quarter, we made excellent progress toward closing the Amundi transaction,” said David Brown, Chairman and Chief Executive Officer. “We reached a formal agreement early in the quarter and, in October, our shareholders approved all proxy proposals on the ballot at our Special Meeting of Stockholders.

“Integration work is proceeding, and we are working with Amundi’s non-U.S. distribution teams to facilitate sales of our products throughout their global networks and joint ventures upon closing, which we anticipate will occur in the first quarter of 2025. Based on work completed to date, we are maintaining our guidance of $100 million in annualized expense synergies. These expense synergies are expected to be fully realized within two years of closing with the majority achieved within the first year.

“Our business performance was strong through the first nine months of 2024. In the third quarter, we achieved the highest quarterly adjusted earnings per diluted share with tax benefit, adjusted EBITDA, and adjusted EBITDA margin in the history of our firm. Through the end of September, the percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 60%, 73%, and 77%. In addition, 67% of our AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

“Cash on the balance sheet was $188 million, up $69 million from the end of the second quarter. Our net leverage ratio declined to 1.7x due to growth in Adjusted EBITDA and our increased cash position. Additionally, the Board authorized another 7% increase in our quarterly cash dividend from $0.41 to $0.44 per share, which will be paid in December.

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

1 Total AUM includes both discretionary and non-discretionary client assets.

2 The Company reports its financial results in accordance with generally accepted accounting principles (“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.

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 Nine Months Ended

September 30,

June 30,

September 30,

2024

2023

2024

2023

Assets Under Management1 Ending $

176,113

168,681

148,879

176,113

148,879

Average

171,876

167,484

156,491

167,631

153,983

AUM Long-term Flows2 Long-term Gross $

5,876

5,813

4,955

18,640

16,294

Long-term Net

(2,631

)

(1,701

)

(2,000

)

(5,361

)

(4,250

)

AUM Money Market/Short-term Flows Money Market / Short-term Gross $

244

255

193

734

666

Money Market / Short-term Net

)

(43

)

(19

)

(147

)

(345

)

AUM Total Flows Total Gross $

6,120

6,067

5,149

19,375

16,959

Total Net

(2,636

)

(1,744

)

(2,019

)

(5,508

)

(4,595

)

Consolidated Financial Results (GAAP) Revenue $

225.6

219.6

209.7

661.1

615.2

AUM revenue realization (in bps)

52.1

52.6

53.1

52.6

53.3

Operating expenses

105.3

109.0

129.6

345.3

373.1

Income from operations

120.4

110.6

80.0

315.8

242.1

Operating margin

53.3

50.4

38.2

47.8

39.4

Net income

82.0

74.3

52.0

211.9

158.0

Earnings per diluted share $

1.24

1.12

0.77

3.21

2.30

Cash flow from operations

99.8

79.7

91.6

248.2

233.2

Adjusted Performance Results (Non-GAAP)3 Adjusted EBITDA $

121.3

116.5

107.2

350.1

310.4

Adjusted EBITDA margin

53.7

53.0

51.1

53.0

50.5

Adjusted net income

78.9

76.5

70.3

228.0

202.3

Tax benefit of goodwill and acquired intangible assets

10.1

9.5

30.0

28.6

Adjusted net income with tax benefit

89.0

86.6

79.8

258.0

230.9

Adjusted net income with tax benefit per diluted share $

1.35

1.31

1.18

3.91

3.36

_____________________________________________________

1 Total 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.

AUM, Flows and Investment Performance

At September 30, 2024, Victory Capital had total client assets of $181.1 billion, assets under management of $176.1 billion, and other assets of $5.0 billion. Total AUM increased by $7.4 billion to $176.1 billion at September 30, 2024, compared with $168.7 billion at June 30, 2024. The increase was due to positive market action of $10.1 billion partially offset by net outflows of $2.6 billion. Total gross flows for the third quarter were $6.1 billion, including long-term gross flows of $5.9 billion.

As of September 30, 2024, Victory Capital offered 126 investment strategies through its 11 autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of September 30, 2024.

Percentage of AUM Outperforming Benchmark Trailing Trailing Trailing Trailing 1-Year 3-Years 5-Years 10-Years

46%

60%

73%

77%

Third Quarter 2024 Compared with Second Quarter 2024

Revenue increased 2.7% to $225.6 million in the third quarter, compared with $219.6 million in the second quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin expanded 290 basis points in the third quarter to 53.3%, up from 50.4% in the second quarter primarily due to a $12.4 million decrease in compensation related expenses partially offset by a non-cash $6.6 million difference in amounts recorded to the change in the fair value of consideration payable for acquisitions. Third quarter GAAP net income increased 10.4% to $82.0 million, or $1.24 per diluted share, up from $74.3 million, or $1.12 per diluted share, in the prior quarter.

Adjusted net income with tax benefit increased 2.8% to $89.0 million, or $1.35 per diluted share in the third quarter, up from $86.6 million, or $1.31 per diluted share, in the second quarter. Adjusted EBITDA increased 4.1% to $121.3 million in the third quarter, versus $116.5 million in the second quarter. Adjusted EBITDA margin expanded 70 basis points in the third quarter of 2024 to 53.7% compared with 53.0% in the prior quarter.

Third Quarter 2024 Compared with Third Quarter 2023

Revenue for the three months ended September 30, 2024, increased 7.6% to $225.6 million, compared with $209.7 million in the same quarter of 2023 as a result of higher average AUM over the comparable period.

Operating expenses decreased 18.8% to $105.3 million, compared with $129.6 million in last year’s third quarter due to the combination of a non-cash $11.9 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. GAAP operating margin expanded 1,510 basis points to 53.3% in the third quarter, from 38.2% in the same quarter of 2023. GAAP net income increased 57.6% to $82.0 million, or $1.24 per diluted share, in the third quarter compared with $52.0 million, or $0.77 per diluted share, in the same quarter of 2023.

Adjusted net income with tax benefit increased 11.6% to $89.0 million, or $1.35 per diluted share, in the third quarter, compared with $79.8 million, or $1.18 per diluted share in the same quarter last year. Adjusted EBITDA increased 13.1% to $121.3 million, compared with $107.2 million in the same quarter of last year. Year-over-year, adjusted EBITDA margin expanded 260 basis points to 53.7% in the third quarter of 2024, compared with 51.1% in the same quarter last year.

Nine Months Ended September 30, 2024 Compared with Nine Months Ended September 30, 2023

Revenue for the nine months ended September 30, 2024, increased 7.5% to $661.1 million, compared with $615.2 million in the same period of 2023. The increase was primarily due to higher average AUM.

Operating expenses decreased 7.4% to $345.3 million for the nine months ended September 30, 2024, compared with $373.1 million in the same period in 2023 due to the combination of a non-cash $16.8 million difference in amounts recorded to the change in the fair value of consideration payable for acquisitions as well as a decreases in compensation related expense and depreciation and amortization expense, partially offsetting was an increase in acquisition-related costs. GAAP operating margin was 47.8% for the nine months ended September 30, 2024, an 840 basis point increase from the 39.4% recorded in the same period in 2023. GAAP net income increased 34.2% to $211.9 million, or $3.21 per diluted share, in the first nine months of 2024 compared with $158.0 million, or $2.30 per diluted share, in the same period in 2023.

Adjusted net income with tax benefit increased 11.7% to $258.0 million in the first nine months of 2024 compared to $230.9 million in the same period in 2023. On a per-share basis, adjusted net income with tax benefit increased 16.4% to $3.91 per diluted share for the nine months ended September 30, 2024 compared to $3.36 per diluted share in the same period in 2023. For the nine months ended September 30, 2024, adjusted EBITDA increased 12.8% to $350.1 million, compared with $310.4 million for the same period in 2023. Year-over-year, adjusted EBITDA margin expanded 250 basis points to 53.0% in the first nine months of 2024, compared with 50.5% in the same period last year.

Balance Sheet / Capital Management

The total debt outstanding as of September 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 $0.44 per share. The dividend is payable on December 23, 2024, to shareholders of record on December 9, 2024.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, November 8, 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.

About Victory Capital

Victory Capital is a diversified global asset management firm with total assets under management of $176.1 billion, and $181.1 billion in total client assets, as of September 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 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.

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 Nine Months Ended

September 30,

June 30,

September 30,

2024

2023

2024

2023

Revenue Investment management fees $

177,809

173,163

163,953

520,757

480,199

Fund administration and distribution fees

47,819

46,458

45,735

140,349

135,035

Total revenue

225,628

219,621

209,688

661,106

615,234

Expenses Personnel compensation and benefits

43,243

55,660

54,501

158,357

167,043

Distribution and other asset-based expenses

36,828

36,474

38,160

109,565

113,158

General and administrative

14,029

14,385

13,947

42,426

39,585

Depreciation and amortization

7,510

7,551

12,333

22,662

33,663

Change in value of consideration payable for acquisition of business

(1,600

)

(8,200

)

10,336

2,400

19,236

Acquisition-related costs

5,075

3,049

116

9,150

134

Restructuring and integration costs

180

105

246

777

275

Total operating expenses

105,265

109,024

129,639

345,337

373,094

Income from operations

120,363

110,597

80,049

315,769

242,140

Operating margin

53.3

50.4

38.2

47.8

39.4

Other income (expense) Interest income and other income (expense)

3,551

1,557

1,452

8,673

4,967

Interest expense and other financing costs

(16,414

)

(16,279

)

(15,580

)

(49,179

)

(44,721

)

Loss on debt extinguishment

—

(100

)

—

(100

)

—

Total other expense, net

(12,863

)

(14,822

)

(14,128

)

(40,606

)

(39,754

)

Income before income taxes

107,500

95,775

65,921

275,163

202,386

Income tax expense

(25,517

)

(21,524

)

(13,914

)

(63,238

)

(44,435

)

Net income $

81,983

74,251

52,007

211,925

157,951

Earnings per share of common stock Basic $

1.26

1.15

0.79

3.28

2.38

Diluted

1.24

1.12

0.77

3.21

2.30

Weighted average number of shares outstanding Basic

64,875

64,734

65,774

64,667

66,504

Diluted

66,057

66,075

67,676

66,044

68,636

Dividends declared per share $

0.41

0.37

0.32

1.115

0.96

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 Nine Months Ended

September 30,

June 30,

September 30,

2024

2023

2024

2023

Net income (GAAP) $

81,983

74,251

52,007

211,925

157,951

Income tax expense

(25,517

)

(21,524

)

(13,914

)

(63,238

)

(44,435

)

Income before income taxes $

107,500

95,775

65,921

275,163

202,386

Interest expense

15,649

15,468

14,660

46,828

42,288

Depreciation

2,210

2,252

2,302

6,731

6,569

Other business taxes

366

414

636

1,149

1,402

Amortization of acquisition-related intangible assets

5,300

5,299

10,032

15,931

27,094

Stock-based compensation

972

940

1,451

3,239

4,993

Acquisition, restructuring and exit costs

(11,513

)

(4,520

)

11,463

(1,328

)

23,396

Debt issuance costs

775

874

762

2,404

2,266

Adjusted EBITDA $

121,259

116,502

107,227

350,117

310,394

Adjusted EBITDA margin

53.7

53.0

51.1

53.0

50.5

Net income (GAAP) $

81,983

74,251

52,007

211,925

157,951

Adjustment to reflect the operating performance of the Company Other business taxes

366

414

636

1,149

1,402

Amortization of acquisition-related intangible assets

5,300

5,299

10,032

15,931

27,094

Stock-based compensation

972

940

1,451

3,239

4,993

Acquisition, restructuring and exit costs

(11,513

)

(4,520

)

11,463

(1,328

)

23,396

Debt issuance costs

775

874

762

2,404

2,266

Tax effect of above adjustments

1,025

(753

)

(6,085

)

(5,349

)

(14,786

)

Adjusted net income $

78,908

76,505

70,266

227,971

202,316

Adjusted net income per diluted share $

1.19

1.16

1.04

3.45

2.95

Tax benefit of goodwill and acquired intangible assets $

10,141

9,536

30,030

28,597

Tax benefit of goodwill and acquired intangible assets per diluted share $

0.15

0.14

0.45

0.42

Adjusted net income with tax benefit $

89,049

86,646

79,802

258,001

230,913

Adjusted net income with tax benefit per diluted share $

1.35

1.31

1.18

3.91

3.36

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.

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for shares)

September 30, 2024 December 31, 2023 Assets Cash and cash equivalents $

188,248

123,547

Receivables

96,922

87,570

Prepaid expenses

7,932

5,785

Investments, at fair value

34,743

31,808

Property and equipment, net

13,720

19,578

Goodwill

981,805

Other intangible assets, net

1,265,901

1,281,832

Other assets

22,854

10,691

Total assets $

2,612,125

2,542,616

Liabilities and stockholders' equity Accounts payable and accrued expenses $

61,256

56,477

Accrued compensation and benefits

45,595

55,456

Consideration payable for acquisition of business

139,600

217,200

Deferred tax liability, net

152,335

128,714

Other liabilities

56,016

42,499

Long-term debt, net1

982,661

989,269

Total liabilities

1,437,463

1,489,615

Stockholders' equity Common stock, $0.01 par value per share:2024 - 600,000,000 shares authorized, 83,679,920 shares issued and 64,924,081 shares outstanding; 2023 - 600,000,000 shares authorized, 82,404,305 shares issued and 64,254,714 shares outstanding

837

824

Additional paid-in capital

746,917

728,283

Treasury stock, at cost: 2024 - 18,755,839 shares; 2023 - 18,149,591 shares

(470,727)

(444,286)

Accumulated other comprehensive income

21,955

31,328

Retained earnings

875,680

736,852

Total stockholders' equity

1,174,662

1,053,001

Total liabilities and stockholders' equity $

2,612,125

2,542,616

1 Balances at September 30, 2024 and December 31, 2023 are shown net of unamortized loan discount and debt issuance costs in the amount of $9.5 million and $12.4 million, respectively. The gross amount of the debt outstanding was $992.2 million and $1,001.7 million as of September 30, 2024 and December 31, 2023, respectively.

Victory Capital Holdings, Inc. and Subsidiaries

Total Client Assets

(unaudited; in millions)

For the Three Months Ended September 30, June 30, September 30,

2024

2023

Beginning AUM $

168,681

170,342

157,161

Beginning other assets1

5,094

5,117

4,461

Beginning total client assets

173,775

175,459

161,622

AUM net cash flows

(2,636

)

(1,744

)

(2,019

)

Other assets net cash flows

(446

)

300

Total client assets net cash flows

(3,082

)

(1,727

)

(1,719

)

AUM market appreciation (depreciation)

10,076

(4,755

)

Other assets market appreciation (depreciation)

333

(40

)

(134

)

Total client assets market appreciation (depreciation)

10,409

(4,888

)

AUM realizations and distributions

)

—

Acquired & divested assets / Net transfers

)

(1,508

)

Ending AUM

176,113

168,681

148,879

Ending other assets

4,981

5,094

4,627

Ending total client assets

181,094

173,775

153,506

Average total client assets2

176,806

172,392

161,147

For the Nine Months Ended September 30, September 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

(5,508

)

(4,595

)

Other assets net cash flows

(952

)

(791

)

Total client assets net cash flows

(6,460

)

(5,386

)

AUM market appreciation (depreciation)

20,337

7,335

Other assets market appreciation (depreciation)

644

228

Total client assets market appreciation (depreciation)

20,982

7,563

AUM realizations and distributions

)

(73

)

Acquired & divested assets / Net transfers

(38

)

(1,549

)

Ending AUM

176,113

148,879

Ending other assets

4,981

4,627

Ending total client assets

181,094

153,506

Average total client assets3

172,688

158,779

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 September 30, 2024, June 30, 2024 and September 30, 2023 total client assets revenue realization was 50.8 basis points, 51.2 basis points and 51.6 basis points, respectively.

3 For the nine-month periods ending September 30, 2024 and 2023 total client assets revenue realization was 51.1 basis points and 51.8 basis points, respectively.

Victory Capital Holdings, Inc. and Subsidiaries

Total Assets Under Management1

(unaudited; in millions except for percentages)

September 30,

June 30,

September 30,

2024

2023

Beginning assets under management $

168,681

170,342

157,161

Gross client cash inflows

6,120

6,067

5,149

Gross client cash outflows

(8,756

)

(7,812

)

(7,168

)

Net client cash flows

(2,636

)

(1,744

)

(2,019

)

Market appreciation (depreciation)

10,076

(4,755

)

Realizations and distributions

)

—

Acquired & divested assets / Net Transfers

)

(1,508

)

Ending assets under management

176,113

168,681

148,879

Average assets under management

171,876

167,484

156,491

For the Nine Months Ended

September 30,

2024

2023

Beginning assets under management $

161,322

147,762

Gross client cash inflows

19,375

16,959

Gross client cash outflows

(24,882

)

(21,554

)

Net client cash flows

(5,508

)

(4,595

)

Market appreciation (depreciation)

20,337

7,335

Realizations and distributions

)

(73

)

Acquired assets / Net transfers

(38

)

(1,549

)

Ending assets under management

176,113

148,879

Average assets under management

167,631

153,983

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

Victory Capital Holdings, Inc. and Subsidiaries

Other Assets (Institutional)1

(unaudited; in millions)

For the Three Months

September 30,

June 30,

September 30,

2024

2023

Beginning other assets (institutional) $

5,094

5,117

4,461

Gross client cash inflows

—

467

300

Gross client cash outflows

(446

)

(449

)

—

Net client cash flows

(446

)

300

Market appreciation (depreciation)

333

(40

)

(134

)

Realizations and distributions

—

Acquired & divested assets / Net transfers

—

Ending other assets (institutional)

4,981

5,094

4,627

Average other assets (institutional)2

4,930

4,909

4,656

For the Nine Months Ended September 30, September 30,

2024

2023

Beginning other assets (institutional) $

5,289

5,190

Gross client cash inflows

467

400

Gross client cash outflows

(1,419

)

(1,191

)

Net client cash flows

(952

)

(791

)

Market appreciation (depreciation)

644

228

Realizations and distributions

—

Acquired & divested assets / Net transfers

—

Ending other assets (institutional)

4,981

4,627

Average other assets (institutional)3

5,057

4,796

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

3 For the nine-month periods ending September 30, 2024 and 2023 total other assets (institutional) revenue realization was 3.5 basis points and 3.6 basis points, respectively.

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

Income

Cap Equity

Equity

Solutions

Investments

Long-term

Short-term

AUM1

September 30, 2024 Beginning assets under management $

31,015

15,182

24,398

13,983

18,459

58,936

3,390

165,362

3,320

168,681

Gross client cash inflows

975

584

1,344

578

2,143

179

5,876

244

6,120

Gross client cash outflows

(2,300

)

(1,278

)

(1,640

)

(486

)

(485

)

(1,877

)

(443

)

(8,508

)

(249

)

(8,756

)

Net client cash flows

(1,325

)

(694

)

(296

)

(413

)

265

(263

)

(2,631

)

(2,636

)

Market appreciation (depreciation)

2,649

1,105

973

690

1,212

3,368

10,049

10,076

Realizations and distributions

—

)

—

)

Acquired assets / Net transfers

)

(21

)

(13

)

(25

)

(58

)

Ending assets under management $

32,333

15,591

25,081

14,239

19,752

62,544

3,178

172,720

3,393

176,113

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

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

Realizations and distributions

—

Acquired assets / Net transfers

)

(21

)

(32

)

(21

)

(50

)

Ending assets under management $

31,015

15,182

24,398

13,983

18,459

58,936

3,390

165,362

3,320

168,681

September 30, 2023 Beginning assets under management $

30,007

15,664

26,098

12,170

15,392

51,375

3,301

154,009

3,152

157,161

Gross client cash inflows

1,224

458

892

392

1,688

249

4,955

193

5,149

Gross client cash outflows

(1,769

)

(920

)

(1,343

)

(282

)

(519

)

(1,720

)

(402

)

(6,955

)

(213

)

(7,168

)

Net client cash flows

(545

)

(462

)

(451

)

(231

)

(126

)

(32

)

(153

)

(2,000

)

(19

)

(2,019

)

Market appreciation (depreciation)

(1,224

)

(547

)

(460

)

(287

)

(451

)

(1,895

)

(4,793

)

(4,755

)

Realizations and distributions

—

Acquired assets / Net transfers

)

(1,397

)

(57

)

(78

)

(1,545

)

(1,508

)

Ending assets under management $

28,235

14,650

23,790

11,596

14,807

49,371

3,222

145,671

3,208

148,879

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

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

For the Nine 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

Income

Cap Equity

Equity

Solutions

Investments

Long-term

Short-term

AUM1

September 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

3,353

1,650

3,925

209

2,227

6,343

935

18,640

734

19,375

Gross client cash outflows

(5,804

)

(2,980

)

(4,514

)

(1,127

)

(1,871

)

(6,472

)

(1,234

)

(24,001

)

(881

)

(24,882

)

Net client cash flows

(2,451

)

(1,330

)

(589

)

(918

)

356

(129

)

(299

)

(5,361

)

(147

)

(5,508

)

Market appreciation (depreciation)

4,196

1,014

1,265

2,595

2,713

8,390

20,208

129

20,337

Realizations and distributions

—

)

—

)

Acquired assets / Net transfers

(16

)

(51

)

(72

)

(89

)

(13

)

(177

)

139

(38

)

Ending assets under management $

32,333

15,591

25,081

14,239

19,752

62,544

3,178

172,720

3,393

176,113

September 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

4,083

2,186

2,952

222

1,329

4,427

1,095

16,294

666

16,959

Gross client cash outflows

(3,988

)

(2,921

)

(4,239

)

(957

)

(1,648

)

(5,141

)

(1,650

)

(20,544

)

(1,010

)

(21,554

)

Net client cash flows

(735

)

(1,287

)

(735

)

(319

)

(715

)

(555

)

(4,250

)

(345

)

(4,595

)

Market appreciation (depreciation)

237

280

203

1,488

1,044

3,792

180

7,224

111

7,335

Realizations and distributions

—

(73

)

(73

)

—

(73

)

Acquired assets / Net transfers

(1,479

)

(130

)

(79

)

(23

)

(1,689

)

140

(1,549

)

Ending assets under management $

28,235

14,650

23,790

11,596

14,807

49,371

3,222

145,671

3,208

148,879

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

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 September 30, 2024 Beginning assets under management $

112,584

5,440

50,657

168,681

Gross client cash inflows

3,553

992

1,575

6,120

Gross client cash outflows

(5,526

)

(158

)

(3,073

)

(8,756

)

Net client cash flows

(1,973

)

834

(1,498

)

(2,636

)

Market appreciation (depreciation)

6,443

426

3,208

10,076

Realizations and distributions

—

)

Acquired assets / Net transfers

(10

)

Ending assets under management $

117,044

6,694

52,375

176,113

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

)

Realizations and distributions

—

Acquired assets / Net transfers

(190

)

—

190

)

Ending assets under management $

112,584

5,440

50,657

168,681

September 30, 2023 Beginning assets under management $

105,916

5,193

46,052

157,161

Gross client cash inflows

3,283

232

1,633

5,149

Gross client cash outflows

(5,119

)

(557

)

(1,492

)

(7,168

)

Net client cash flows

(1,836

)

(324

)

141

(2,019

)

Market appreciation (depreciation)

(2,925

)

(165

)

(1,665

)

(4,755

)

Realizations and distributions

—

Acquired assets / Net transfers

(17

)

(1,497

)

(1,508

)

Ending assets under management $

101,138

4,710

43,031

148,879

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.

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

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

For the Nine Months Ended By Vehicle Separate Accounts Mutual and Other Funds1 ETFs2 Vehicles3 Total September 30, 2024 Beginning assets under management $

108,802

4,970

47,551

161,322

Gross client cash inflows

11,409

1,923

6,043

19,375

Gross client cash outflows

(16,543

)

(785

)

(7,555

)

(24,882

)

Net client cash flows

(5,134

)

1,138

(1,512

)

(5,508

)

Market appreciation (depreciation)

13,624

550

6,164

20,337

Realizations and distributions

—

)

Acquired assets / Net transfers

(248

)

174

(38

)

Ending assets under management $

117,044

6,694

52,375

176,113

September 30, 2023 Beginning assets under management $

99,447

5,627

42,688

147,762

Gross client cash inflows

11,468

625

4,866

16,959

Gross client cash outflows

(15,388

)

(1,211

)

(4,955

)

(21,554

)

Net client cash flows

(3,921

)

(586

)

(89

)

(4,595

)

Market appreciation (depreciation)

5,648

(329

)

2,015

7,335

Realizations and distributions

—

(73

)

(73

)

Acquired assets / Net transfers4

(36

)

(1,511

)

(1,549

)

Ending assets under management $

101,138

4,710

43,031

148,879

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.

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

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:

Adding back income tax expense;
Adding back interest paid on debt and other financing costs, net of interest income;
Adding back depreciation on property and equipment;
Adding back other business taxes;
Adding back amortization expense on acquisition-related intangible assets;
Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the IPO;
Adding back direct incremental costs of acquisitions, including restructuring costs;
Adding back debt issuance cost expense;
Adjusting for earnings/losses on equity method investments.

Adjusted Net Income

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

Adding back other business taxes;
Adding back amortization expense on acquisition-related intangible assets;
Adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of any equity grants related to the IPO;
Adding back direct incremental costs of acquisitions, including restructuring costs;
Adding back debt issuance cost expense;
Subtracting an estimate of income tax expense applied to the sum of the adjustments above.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241107097306/en/

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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VCTR Victory Capital Holdings Inc