Victory Capital Holdings, Inc.

good morning and welcome to the victory capital second quarter 2021 earnings conference call all callers are in a listen only mode following the company's prepared remarks there will be a question and answer session to ask a question during the session please press star 1 on your telephone i will now turn the call over to mr matthew dennis chief of staff and Director of Investor Relations. Please go ahead, Mr. Dennis.

Thank you. Before I turn the call over to David Brown, I'd like to remind you that during today's conference call, we may make a number of forward-looking statements. Please note that Vickrey Capital's actual results may differ materially from these statements. Please refer to our SEC filings for a list of some of the risk factors that may cause actual results to differ materially from those expressed on today's call. Victory Capital assumes no duty and does not undertake any obligation to update any forward-looking statements.

Our press release that was issued after the market closed yesterday disclosed both GAAP and non-GAAP financial results.

We believe the non-GAAP measures enhance the understanding of our business and our performance. Reconciliations between these non-GAAP measures and the comparable GAAP measures are included in tables that can be found in our earnings press release and in the slide presentation accompanying this call, both of which are available on the investor relations portion of our website at ir.vcm.com. It's now my pleasure to turn the call over to David Brown, Chairman and CEO. David? Thanks, Matt. Good morning and welcome to Victory Capital's second quarter 2021 earnings conference call. I'm joined today by Michael Pellecarpo, our president, chief financial and administrative officer, as well as Matt Dennis, our chief of staff and director of investor relations. I'll start by providing an overview of the very strong financial and operating performance we achieved in the quarter. Then I will cover our investment performance, which continues to be excellent. After that, I will turn it over to Mike, who will review our second quarter financial results in greater detail. Following our prepared remarks, Mike, Matt, and I will be available to take your questions. The business overview begins on slide five. We made great progress against a number of our strategic objectives during the second quarter and ended the period with total assets under management of $162 billion and long-term assets under management of $159 billion. With solid execution by our distribution and marketing teams, we generated record high gross sales of more than $10 billion in the second quarter. During our last call, I featured a number of highly rated products with significant open capacity that have been tracking assets as investors continue to recalibrate their portfolios. Products like our Morningstar five-star rated Victory Floating Rate Fund and the Victory Market Neutral Income Fund have continued to attract assets in the current market environment. Combining this with many of our high-performing active equity strategies, new platform wins for products managed by our USA investment franchise, a robust pipeline, and THB and Alderwood starting to gain traction, we have many reasons to maintain our optimism around our organic growth outlook as we move forward through 2021 and into 2022. Our Victory Shares ETF platform generated positive net flows for the third consecutive quarter, Additionally, there were net flow improvements in our direct investor business that began in the middle of last year and continued through this quarter. All the aforementioned culminated in positive company-wide net long-term flows for the quarter. We are continuing to see the positive net long-term flow momentum in the third quarter as well, keeping in mind we are only a little more than a month into the quarter. Investment performance remains strong, and the investments we are making in distribution and marketing are continuing to yield positive results. Moreover, while we had a few mandates fund during the quarter, our one but not yet funded book of business continues to grow, reinforcing the positive organic growth outlook. Revenues grew 4% from the first quarter and were 22% higher than in the same quarter of last year. Adjusted net income with tax benefit per diluted share grew to $1.18, which was up 4% from the first quarter and up 33% from last year's second quarter. Our integrated operating platform continues to be efficient with adjusted EBITDA margins coming in above 50% for the fourth consecutive quarter. As we have guided, we allocated the vast majority of our excess cash flow to reducing debt. The $57 million of debt reduction in the quarter lowered our outstanding debt to $681 million at the end of June and improved our leverage ratio to 1.4 times. For the fifth consecutive quarter, we increased the cash dividend pay to our shareholders. With the latest increase to $0.15 per share, we have tripled the dividend compared to the $0.05 per share we distributed in the second quarter of last year. Given our steadily improving cash flow, we are generating sufficient cash to continue our pace of debt reduction while simultaneously returning a greater amount of capital to shareholders. We will continue to evaluate the pace of reducing debt versus increasing returning capital to shareholders as we move forward. Turning to page six, I'll provide an update on our direct investor business and touch on some new product developments and several broader ESG initiatives. Our referral agreement with USA continues to generate new investor accounts, and the improving trajectory net flows associated with this channel has persisted. We are investing for the long-term success of our direct investor business and have been executing on our strategic investments in people, sales tools, and other technical resources to maximize its potential. The second quarter was our best flow quarter for the direct investor business since the acquisition, and customer satisfaction scores are exceeding targets. Our contact center had 140,000 direct interactions with investors during the quarter, which are proving to be valuable touch points. Given this level of engagement, we recently created a new high net worth advisory group dedicated to serving the needs of more affluent investors. While it is still early, we are exceedingly pleased with the sales and services this group has generated in a short period of time, and our clients are benefiting from this personal attention, which has provided no additional cost to them. This, as well as results from other trial initiatives, reinforces the confidence in our strategy for this unique part of our business. When we reach a normalized steady state with this business, we intend to report additional KPIs in future disclosures. Turning to new product development, the private cryptocurrency index fund that we announced in June was officially launched a few days ago. The fund provides accredited U.S. investors with an efficient and convenient way to gain diversified exposure to a basket of digital assets in a private fund that tracks the NASDAQ crypto index. The index, developed by NASDAQ in collaboration with Hashtag, dynamically rebalances its constituents on a cap-weighted basis. thereby reflecting a benchmark for digital assets. Through a partnership with NASDAQ and Hashtag, Victory Capital will be the exclusive sponsor of private funds and other vehicles for U.S. investors based on NASDAQ's crypto index. Additionally, we also filed for an exchange-traded product tracking the index, which, based on our information, is the only registration currently filed for a multi-coin ETF for non-investors. who are seeking diversified exposure to digital assets. We've been busy executing other new product initiatives as well and filed for three new active ESG ETFs. First is the THB mid-cap ESG ETF, which represents our first active equity ETF. Given the investment performance in THB's mid-cap strategy, our distribution teams are eager to be able to offer it in an ETF wrapper. We also filed registration statements for two active fixed-income ESG ETFs that we managed by our USAA investments franchise, with ESG factors incorporated into the investment decision-making process. We are accelerating our company-wide ESG initiatives on a number of fronts, from actions that further advance our corporate social responsibility at the enterprise level to incorporating responsible investing practices in portfolios to satisfy clients' objectives. To increase transparency around specific actions we are taking, we recently published our first Corporate Social Responsibility Report, which can be found on our website. I encourage you to download and read about the many ongoing activities underway and our future plans. During the second quarter, we announced the Victory Scholars Program and our strategic alliance with Xavier University of Louisiana. We are providing direct financial support to students for expenses not covered by existing grants and awards. In addition, we provided the funding to seed the university's first student-led investment club, providing hands-on learning opportunities. The primary goal of this alliance is to grow equity and social mobility for students of color and to ultimately build a more robust pipeline of diverse, high-quality cadets to fill jobs across the financial services industry. On the responsible investing side, we are proud to have been recently recognized by Morningstar for a proxy voting record. According to Morningstar, we ranked in the top three fund companies for our overall votes on climate transparency and climate governance issues. On slide 8, you can see that our investment performance remains exceptionally strong, with the majority of our assets under management outperforming their respective benchmarks for all measurement periods. Twenty-two of our mutual funds and ETFs ranked in the top quartile of their respective peer groups for the trailing one-year period ending on June 30, with various products managed by our franchises including Integrity, THB, and USAA Investments ranking in the top decile. On a consolidated basis, 64% of our AUM outperformed their benchmark over the trailing 12 months, and more than 70% outperformed over the critical 3-, 5-, and 10-year periods. In addition, the majority of our strategies also outperform benchmarks on an equal weighted basis. We are actively engaged with a number of prospective M&A targets. While we have no news to announce today, our strategic acquisition criteria has not changed, and we remain focused on opportunities that will make us a better company. As I said last quarter, and we'll reiterate again, we are moving potential targets through our diligence process, with some being in the very later stages. Acquisitions are an important component of our overall corporate strategy, and we've prepared our balance sheet to be able to execute. I anticipate that over time, we will execute on a number of wonderful opportunities that will be very value-added to our business. With that, I will turn it over to Mike for a more in-depth discussion of our financial results. Mike?

Thanks, Dave, and good morning, everyone. The financial results review begins on slide 10. Revenue increased 4% from the first quarter, reaching $222 million in the second quarter of the year. Our operating margin expanded 78 basis points on a gap basis from 42.1% in the first quarter to 42.9% in the quarter just ended. The margin improvement was primarily due to seasonally higher payroll tax and benefits-related expenses in the first quarter of each calendar year. Adjusted EBITDA margin remained above 50% for the fourth consecutive quarter and came in at 50.6% for the second quarter. Adjusted EBITDA set a new quarterly record of $112.2 million in the period, increasing 5% from $106.8 million in the first quarter. Gap Net Income set a new record high at $69.3 million, or $0.93 per diluted share, up from $65.2 million, or $0.88 per diluted share in the first quarter. This was up more than 50% from the same quarter last year. Adjusted net income with tax benefit of $1.18 per diluted share was another company high, up 4% from the first quarter and 33% higher than the $0.89 per diluted share reported for the second quarter of the prior year. As we guided on our capital management priorities, we continued to reduce debt, paying down $57 million in the quarter, which was a 14% increase from the $50 million of debt repaid in the first quarter. This reduced our leverage ratio to 1.4 times by quarter end. Subsequent to quarter end, we repaid an additional $35 million. Additionally, we returned a total of $18.3 million to shareholders in the form of cash dividends and share repurchases. During the quarter, we repurchased approximately 288,000 shares And our board approved a 25% increase in the dividend to $0.15 per share, payable on September 27th to shareholders of record on September 10th. Turning to slide 11, total AUM rose 5% during the quarter to $161.9 billion from a combination of market action and positive net flows. AUM is up 25% from the same time last year, with our long-term AUM ending the second quarter at $158.7 billion. On slide 12, we cover long-term asset flows. Growth sales increased sharply in the quarter. We achieved a 49% increase in long-term growth sales compared with the first quarter, and nearly doubled the level of growth sales during the same quarter a year ago. you can see the steady progress of our improving net flows depicted by the yellow line in this chart. After the fourth consecutive quarter of improvement, net long-term flows turned positive in the second quarter. The improvement in our net flows has been broad-based as we generated better net flows in the direct investor channel, the institutional channel, and in the intermediary retail retirement channel, where we continue to increase shelf space for our fixed income products managed by our USAA investments franchise. For example, Schwab recently added the USAA income fund to its select list, and six retirement platforms added products managed by USAA investments to their menus or select lists during the second quarter. Turning to slide 13, quarter-over-quarter revenues increased by 4% on higher average AUM. As we discussed on our prior call, a small amount of performance fees slightly boosted the average fee rate in the first quarter of the year. This, combined with slightly higher quarter-over-quarter waivers and reimbursements in the second quarter, contributed to the sequential decline in average fee rate. Certain non-investment management-related revenues, such as fund administration, distribution, and TA fees, while higher on an absolute dollar basis, declined as a percentage of assets due to asset growth, vehicle mix, and the fixed nature of some of these revenue streams. There was no quarter-over-quarter change associated with the fulcrum fees on certain USAA mutual funds. those fees reduced our IA fee rate by four-tenths of a basis point in both the first and second quarters of 2021. Hence, we have significant remaining upside potential here. Beyond reaching breakeven, which would add four-tenths of a basis point to our company-wide realized average fee rate, we have the opportunity to earn positive fulcrum fees with the potential to increase our company-wide average fee rate by one to two basis points. As we have stated in the past, Fee rate realization is less of a focus to us than profitability. We're happy to see our AUM increase in lower fee products, provided the margins meet our minimum criteria. The quarter-over-quarter and year-over-year margin increase in the second quarter nicely reiterates this point. Moving to slide 14, you can see our total expenses increased less than 2% from the first quarter. Lower quarter-over-quarter compensation expenses were more than offset by higher acquisition, restructuring, and integration expenses, which increased by $2.1 million in the quarter. The non-cash change in consideration payable for the USA acquisition earn-out increased to $5.7 million, up from $2.5 million in the first quarter. This more than offset a $1 million quarter-over-quarter decline in other acquisition, restructuring, and integration costs. Non-personnel-related operating expenses, which are highly variable, were up $2.8 million, or 5%, reflecting the increased level of AUM in addition to the continued investments we are making in technology, data, and distribution to drive future growth. You can see from the chart that cash compensation as a percentage of revenue was relatively steady, and the decline quarter-over-quarter reflects the seasonality of certain payroll tax and benefits costs. Also, as usual, the deferred compensation mark-to-market of $1.8 million was 100% offset by the unrealized gain on those investments below the operating line and other income. The non-GAAP metrics for the quarter are presented on slide 15. Adjusted net income with tax benefit per diluted share of $1.18 was up 4% from the first quarter and up 33% from $0.89 per diluted share reported in last year's same quarter. Adjusted net income of $87.2 million achieved in the quarter included a $6.9 million tax benefit. Adjusted EBITDA margin lied in compared with the first quarter. We are continuing to make investments in the business, and thus we are still maintaining our adjusted EBITDA margin guidance of approximately 49%. As we've discussed in the past, this can fluctuate quarter over quarter and even year over year, depending on AUM levels and the timing and structure of our investments in the platform. Moving to our balance sheet and capital management activities on slide 17. Our interest and other financing costs are highlighted to illustrate the substantial decline in our absolute cost of debt since we originated the term loan in the third quarter of 2019 when we closed the USA acquisition. The result of rapidly paying down the debt combined with lowering of our interest rate has driven our run rate debt servicing costs down by nearly two-thirds over the past two years. As a reminder, our term loan is free of restrictive covenants, and all required payments have been made for the remaining term of the loan, and we have not drawn on our $100 million fully committed revolver. In the second quarter, cash generated from operating activities of $85 million was 14 times our cost of debt in the quarter. Additional capital management activities are detailed on slide 18. Our growing cash flow generation has allowed us to accelerate debt repayments and increase the amount of capital we are returning to shareholders. After repaying $50 million of debt in the first quarter, we paid down an additional $57 million in the second quarter, which lowered our leverage ratio to 1.4 times. Subsequent to quarter end, we paid down another $35 million, bringing year to date debt reduction to $142 million. This compares to a total of $164 million we paid down for all of 2020. At the same time, we returned a total of $18.3 million to shareholders through share repurchases and dividends. In the second quarter, we repurchased 288,000 shares. In May, we exhausted our former $15 million share repurchase authorization, and the Board authorized a new program of the same $15 million size that expires at the end of 2022. We also announced our fifth consecutive quarterly cash dividend increase yesterday. The board authorized a $0.15 per share dividend, which is up 25% from the dividend paid in the second quarter. Since the second quarter of last year, we have tripled the quarterly dividend paid to shareholders while simultaneously accelerating debt repayments. That concludes our prepared remarks. I'll now turn it back over to the operator for questions.

Thank you, sir. At this time, would like to take any questions you might have for us today? As a reminder, if you would like to ask a question over the phone, simply press star, then the number one on your telephone keypad. We have our first question from the line of Alex Bosfine from Goldman Sachs. Please go ahead.

Great. Good morning. Thanks for everybody for taking the question. I was hoping we could start with your comments around M&A. You mentioned there are a number of potential targets that are in very late stages, I think, as you described it, within your pipeline. Can you expand on maybe the size and capabilities of the managers that are kind of in this later stage bucket? Sure.

Good morning, Alex. um i would say that really you could bucket them in in two buckets uh the first being think of it as the impactful acquisitions very similar to the thb and the alderwood so smaller very strategic brings us potentially organic growth a different product and really maybe gets us into a different distribution channel and i'd say that's one bucket and there are opportunities there And then I'd say kind of on the other end of the spectrum, I would say transformational. Think of, in the past, a USAA acquisition for us, which is of significant size and scale and brings us numerous things and probably uses more capital than the impactful. I'd also add maybe another which is we have been evaluating managers in the alternative space. That's an area of interest. We've talked about that in the past. And when you think about our platform and our business and eventually the retailization of alternatives, meaning bringing alternatives to a buyer or a buyer set where you're thinking about buying alternatives in maybe retirement accounts or in smaller investment accounts, we think that there could be some really potential opportunities there that could be very value added to our business. So we are evaluating those as well. So I'd really say it's two buckets, but with maybe a little twist on with the alternatives.

Great. Thanks for that. And then the second question around the organic growth, and great to see an improvement in the net flow picture, obviously now positive for the quarter. Can you spend a minute on maybe sustainability of flows? And I heard you sort of mention that it's a pretty broad base, but maybe some specifics around net flows across the three categories that you described, so kind of self-directed, intermediary, and institutional channel flows. And maybe as a follow-up on that, I know Institutional has been gaining traction for you guys maybe months around the pipeline. Institutional would be also helpful. Thanks.

Sure. So let me start off with, you know, if you go back and look at the last few quarters, we've had an improving trajectory, and that has continued. And I think, you know, I've used the term turning the corner, and I feel like we've turned the corner on FLOs. It is broad-based, and I think all organic growth really starts with, are you delivering for your clients? So do you have good investment performance? And we do, and especially in areas that matter. And if you think about some of the investments we've made over the past year or so, think about the fixed income side with USA Investments. We built that distribution quite significantly, and we've highlighted it last quarter. We highlighted some of it this quarter. That's starting to come in. Our institutional pipeline, as we mentioned, some has funded, but it has continued to build, and that's really broad-based as well. You think about some of the acquisitions we did over the last 12 months with THB and the investment we made in Alderwood. We have not monetized those yet. Those are coming online, and I think those are a great opportunity going forward. And lastly, I'd say on the direct side, we have seen improvement over the last few quarters, and we continue to see improvement. And as we continue to build out that business and really build a digital marketplace, we think there's great opportunity there. So it has been broad-based, and you can see from our gross flows that we had quite a significant jump. There's a little bit of noise in that, but if you really peel it back, there's been quite an increase in growth. gross flows. And I would imagine us, you know, when I think about going forward in 21 and into 22, that that would continue. Great. Thanks very much for taking our questions.

Thank you. The next one, we have Kenneth Lee from RBC Capital Markets. Please go ahead.

Hi, thanks for taking my question. Just staying on the topic of net flows, wondering if there's any any kind of items that you want to call out in terms of meaningful contributors to the solution business info that you saw in the quarter. Thanks. Yeah, I'll take that. It's Dave. Our solutions business is really pretty widespread. Think of it as really an investment engine for us. We have our ETF platform within the solutions. So as we highlighted, I think it's the third straight quarter of growth for our ETF platform. We've launched, filed for three new ETFs plus the crypto ETFs. So we think that's an area of growth. It's been growing. There have been some customized portfolios that we've taken on, which account for some of the growth. But we've talked about this for a while. The solutions platform is an area where we think we can grow going forward. It's growing today. And we think with what investors are looking for, we're able to solve a lot of issues in portfolios with that group. Great. And just one follow-up, if I may. You talked about starting up a high net worth advisory unit within the direct investor business. I'm wondering if you could just further elaborate longer term plans and potential benefits that you could see from this unit down the line. Thanks. Sure. It's really a group that's giving customized client service to what we define as high net worth investors in the direct investor business. It's early on. It's a high touch service. And, you know, as we look at the profile of those high net worth clients in the direct investor business, we thought it made a lot of sense to carve out a group. Again, I think there's great opportunity there to expand wallet share with that group, to gain new high net worth investors. And, you know, we're in the early stages of that initiative and many other initiatives in the direct investor business. you know, that's an area where if we look out a year or so, we anticipate that to be a driver of organic growth for us as well. Great. Very helpful. Thanks again.

Thank you. The next one we have Robert Lee from KBW.

Great. Thanks. Good morning, everyone. Thanks for taking my questions. You know, maybe just sticking with flows uh just kind of curious i mean you know fixed income performance has been good you've pointed out you know they're getting it on more platforms the schwab select list but you know i guess this quarter kind of at least on the flow base kind of you know felt like it flipped back so you can maybe just call out if there were some particular one-time items or how should we think of kind of the you know the pickup and redemptions they had this quarter just given you know kind of positive underlying trends.

Sure. It's Dave again. We had one large client internalize their fixed income capabilities that we were managing for them. So I think there's a lot of noise in that total gross number. If you're able to see the detail, you would see that that has picked up. And especially with building out the distribution over the last few quarters, we anticipate X that one-time item, you'll see some momentum there on the fixed side. We're very encouraged with that platform, with the asset class. You know, if you go back a number of years, that's been an asset class that has attracted net positive flows. We have tremendous investment performance. We have a great team there in the USA investment franchise and in core. So we're really excited about that. And that's been an area that, again, we have built out kind of brick by brick on the distribution side. side. And, you know, that's an area where we look forward. We think that's going to contribute to organic growth as well.

I agree. And then maybe just as a quick follow-up, I mean, as you pointed out, I mean, profitability has improved nicely. You know, you have your EBITDA margins in and out, you know, 50%, you know, give or take a tiny bit. So understanding you don't manage to a specific margin, but how should we think of, you know, the ability to you know, continue to kind of scale from here, or are there some additional kind of investments you're kind of planning on over the coming quarters or so that, you know, may not put pressure on it, but may kind of limit, you know, additional expansion if, you know, assuming revenues can continue to trend higher?

Hi, Rob. This is Mike. Good morning. Yeah, that's a good question. As you said, you know, this is our fourth consecutive quarter of 50 plus percent margins. You know, for us, that's not surprising based on the business model we have and the scalability of what we've built across our centralized model. um we have in the past and continued and in our prepared remarks will continue to guide to 49 long term um we are making significant investments in the business and that is included in our current um 50.6 margins as well but the the areas that we are investing that really around data our distribution and the digitization of our distribution across marketing and really all three distinct distribution channels that we have. And so we'll continue to make those investments, and you'll see those as we move forward. We'll have quarters, I think, still going – well, we'll have quarters going forward that will be above the 49% margins, but that's still a long-term range. We think the business is scalable. Absent a large transformational acquisition, it will continue to operate in the same level of margins that we are today.

Great. Thanks for taking my questions. Sure.

Thank you. Next one would be Colin Johnson from B. Reilly Securities. Please go ahead.

Hey, good morning. Thank you for taking my questions. First one here, just kind of looking at the new crypto ETF product, the registration statement has been filed with the SEC. Can you just remind us, you know, where the SEC stands broadly on the issue? Have they, you know, broadly given the okay for crypto ETF types of products and you think it'd be relatively low approval burden from here?

It's Dave. They have not approved any of the ETFs yet, to my knowledge. What we actually launched was a private fund that's available today to accredited investors in the U.S. And, you know, our take on this asset class is that it's um you know it's a viable asset class we've had many conversations with many clients and you know there are many clients that want exposure to this asset class um you know we've partnered with nasdaq and hashtags um you know two i'd say leading organizations um you know one everybody knows nasdaq and two hashtags you know in the crypto world is a is a leader and has been managing crypto portfolios for a number of years. So we have a live product today that's available in a private setting and the ETF. that will eventually hopefully get approved over time with others. We think we'll just expand out our opportunities out there. We're really excited about this. One of the unique things about our offering is it's a collection of coins. It's not a single coin, so it's not a Bitcoin ETF or a Bitcoin product. It's actually an index. It's the NASDAQ Crypto Index. that's rebalanced every quarter. And today within the index, there are a number of coins. So if you're looking at getting exposure to the asset class, this is a way to do it where you're almost getting, if you will, a benchmark type exposure. And as I said in my prepared remarks, we believe we're the first ones to file an ETF with this kind of product. So we're excited about it. And, you know, over the last couple days, there's been a lot of discussion from various folks at the SEC around regulation, and we actually welcome the regulation. I think with regulation comes institutionalization. It gives many investors confidence to invest in this asset class. So we welcome the regulation. We actually are very happy about it. And we think as the SEC goes through and creates rules and regulation and even tax, rules around this from the IRS. I think it's going to be great for the asset class, and we think it's something that's sustainable. We don't know the size of it. I'm not sure anybody knows the size of the opportunity, but we know we think we have a great product and a great offering, and we can be really competitive.

Great. That's helpful. And then kind of sticking with crypto, just, you know, recognizing these products are maybe still in their infancy. Do you have any kind of idea of what level of management fees these products might be capable of commanding? You know, just as we try to loosely gauge their revenue generation potential, might it be maybe a little bit higher, closer to a fixed income type product or maybe lower, closer to a large cap equity or any color that would be helpful?

I think the fee rate and what the establishment of the fee rate in different products in different markets has not been established yet. I would imagine the fee rate would be higher than your traditional fixed income product. But I think that that's yet to be determined as this asset class continues to kind of gain traction and mature. You know, for us, you know, we want to be relevant in clients' portfolios. We've always tried to be on the side of charging a fair fee, and we think that this product will have the same characteristics of that, of what we've done with other products.

Great. Thanks. That's helpful. Those are my questions. Thank you.

Thank you. The next one, we have Ken Worthington from JP Marking. Please go ahead. Hi. Good morning. So, Victory continues to integrate a number of acquisitions.

Maybe talk about your current top priorities on your list of things to accomplish still with regard to USAA and the other more recent deals that you've closed.

Hi, Ken. So from an integration perspective, we have completed everything that we've set out to with respect to USAA and THB. While THB was a smaller acquisition, it was onboarded quite quickly and has been successful. They're managing money and executing as we expect. I think, as we've said, we've executed on the financial side with respect to the USA acquisition and the THB acquisition. And we spent quite a bit of time in our last call talking about the pipes that we're building out for distribution. I think that's the element that we're still executing on and want to continue to drive the strong investment performance from the USA Fixed Income franchise through those distribution platforms, both on the retail, retirement, and institutional segments of our business. So we're still looking to execute on that further. And then we've also spent some time talking about the digital platform that we've built out. It's now live and has been for six or seven months on our platform. And we're continuing to look at and enhance the opportunities to drive incremental wallet share. We talked a little about the high network group that we've formed within that. And we've also looked at enhancing the offerings from a product perspective and to include more offerings to those clients as well as we build out kind of the overall marketplace for them. So those are things that are still happening as we speak and will continue to as we move forward. And we're excited about the opportunity to be able to monetize those and really drive incremental growth through that platform, both on the USA fixed income side and the direct investor business.

Dave, I would add one more thing. If you think about the staging, I mean, as Mike said, we fully integrated, you know, the acquisitions, THB and USAA, and, you know, have effectively gotten, you know, the costs out that we had guided. And I think the next stage of that is to actually go and recognize the organic growth We're starting to see that with the USAA investments franchise. We talked about the direct investor business. I think those are yet to come. That piece is yet to come. The THB, we've owned the business for a quarter. We've launched one of our ETFs, active ETFs that we launched as a THB ETF. The first actual mid-cap ESG ETF that's been launched or at least been filed. And I think THB, we've yet to really monetize that from a growth perspective. And so that's yet to come. So when you think about where we are, you know, it's integrated into our business. It's part of our business. But the growth aspect we have not recognized yet. And you've got a pretty wide distribution. Is, you know, THB plugged into all of the distributors that –

you know, the other franchises use within Victory? Or, you know, are you 20% there? Are you 80% there? You know, are you 100% there? I assume it's not there yet. But, you know, my assumption is it takes a while to get those products registered on these different platforms. So I was curious to see how far along that process you are.

So for THB, that's historically been an institutional product. So, you know, if you think about the retail intermediary side, we're in early stages there, introducing it to the different large platforms, having research-type meetings have had some success there, but we have a ways to go with very positive early indications. Some product development side, we talked about the ETF filing. And then on the institutional side, introducing to consultants and existing clients as well on its way. But we're in early innings there. I don't think it's fair to put a percentage on it. Early innings, but with very, very good feedback from potential clients and platforms. Great.

Thank you very much.

Thank you. Next is Michael Cypress from Morgan Stanley. Please go ahead. Oh, hey, good morning. Thanks for taking the question. I was just hoping you could talk a little bit about your separately managed account platform. You could just update us on, you know, how much assets you have there today, you know, how meaningful the flows is that contributing, and maybe just more broadly, how many strategies do you have on that today? And maybe you could talk a little bit how you were thinking about building that out and adding more strategies to the SMA platform.

Yes. So it's a smaller portion of our business today. I would say we have a handful of strategies that are available in the SMA platform. We've had some recent placements with our SMA strategies. It's a smaller portion of our business. It's an area of growth and opportunity for us. It's an area we're focusing on. I would tell you with THB, that's one of the product development or structuring development opportunities. We know that one of the larger platforms have verbally told us that THB will join the platform in an SMA format. So that's an area of growth for us and an area of opportunity. You know, we see the industry data, you know, and see the growth of that specific structure. And we have a few products that, you know, that we're seeing some growth. And we have a few products that will launch onto that, you know, part of the market. And I think, you know, over time that will be a much bigger part of our business.

Great. And just on capital management, you've continued to raise the dividend here for a number of quarters. Can you just talk a little bit about how you're thinking about that, what the right payout ratio could make sense for victory? And more broadly on capital management, you've been able to pay down debt, buy back stock. Maybe you could talk a little bit about how you approach that. What influences those decisions on which way you go and how far you go down each path?

Sure. Good morning, Mikey. I think we've always outlined our capital allocation strategy to match the business strategy. And for us, that is to be able to execute a creative M&A. So we've always sought to have flexibility with respect to our capital allocation strategy. And I think we've done that. As you said, we've been very – focused on creating the balance sheet flexibility to create the opportunity to do M&A. We're ready to do that. We've been active in paying down the debt. As you said, we've paid down $142 million year to date. We've paid down over 41% of the original debt from the USAA transaction. So that's been a focus for us to create that flexibility, which we've done. At the same time, as we've been paying down debt and we've been able to lower the cost of debt, we've been able to take those savings and drive shareholder return through buybacks and through increased dividends. Over the last five quarters, we've increased the dividend. We're triple what we're paying today that we announced yesterday compared to a year ago. And we'll continue to evaluate that. I think we increased our shareholder return quarter over quarter by close to 30%. So we've been able to drive, because of the strong free cash flow and the execution from a financial perspective, to increase that leg, if you will, of shareholder return. We don't look at a specific payout ratio. I think as we evaluate the capital allocation policy and the things that we're doing ongoing on a quarterly basis, We're doing that based on facts and circumstances at the time, based on looking at our ability to execute on M&A and how we need to do that. As we've talked about, we've got a number of tools to be able to do that. But we also look at the current leverage levels in the business. They've come down dramatically from 2.7 times in July of 2019 to 1.4 times today. The cost of debt and then just our ongoing execution from a business perspective. And we'll continue to look at that going forward. I would expect that as we look at where we are today from a leverage perspective, we'll continue to evaluate increasing shareholder returns. And most likely we'll do that through dividends as we've done over the last several quarters.

Great. Thank you for taking my questions. Sure. Thank you. The next one. We have the line of Owen now from Oppenheimer. Please go ahead.

Good morning. Thank you for taking my questions. So I want to go back to the crypto private fund. Can you please talk about the traction of that private fund? What's the demand there? And what concerns your clients have expressed that may have prevented them from investing in digital assets?

I mean, if you can talk more about your conversation with clients, that would be great. Thank you.

So we just launched it just a few days ago, so we're very, very early stages on actually having the product. You know, just generally speaking, I think that there has been a discussion with clients around, you know, what percentage should I allocate to this asset class? And so the sizing of the investment based on an overall portfolio. I think the second aspect of it is, do I want a single coin or do I want a basket of coins? And as I've mentioned earlier, our product is a basket of coins. And then the third is around really security and viability. And when I think about security and viability, it's one of the reasons we've partnered with NASDAQ and partnered with Hashtag. These are leading organizations. and there's all kinds of checks and balances and for these coins to get into our basket. So those, I'd say, are the three big pieces of the conversation. It's very early in our marketing efforts. It's encouraging the conversations we've had. And I think as this asset class gets better understood. And I'll go back to what I said earlier. I think as the SEC and the IRS and other agencies start to regulate this asset class, it becomes much more investable. And I think as it becomes much more investable, I think you'll see demand for it in lots of different areas. I think it's very early on in investing in this asset class. It's very misunderstood. But in things that are early and asset classes that are early typically start out this way. And as people understand them, as people can put them into portfolios and size them and decide how they want to have the exposure, you see lots of clients coming into it after you get over that initial hump. And I think we're still in very early stages. And Quite honestly, for us, this is a really innovative entrepreneurial product for us, and we're really happy to be early in this process. Got it. Then other than private fund and ETF, is there any other area that you think Victory may also participate in, in this area, in digital assets area, or should mainly be like in the ETF and private fund space? I think we're evaluating a lot of different structures. We're evaluating different ways in addition to the index to have our clients get exposure to digital assets. You know, we'll continue to have discussions, and based on those discussions, you know, we'll develop products. But I would anticipate that we would have additional products and potentially additional structures in the digital asset space.

All right, got it. Thank you very much.

Thank you. We have a follow-up question from the line of Michael Cypress from Morgan Stanley. Oh, thanks so much for taking the follow-up. Really appreciate it. Just on the USAA direct channel and the digital and mobile rollout that you have coming, I was hoping you could just update us on your strategy there. Maybe you could talk a little bit about mobile engagement with customers, where exactly that stands today and where you'd like this capability set to be when you look out over the next couple of years. What are your aspirations there? And strategically, we could talk about how you are executing to accomplish that.

Sure. So our goal has been to create a digital marketplace and expand our digital marketplace beyond just mutual funds and 529 plan. And we started to do that with adding victory funds, adding a fixed income SMA capability, adding a portfolio planning capability. You know, we have perfected, I think, our client service over a period of time in the sense that we've got very good client service scores. I think we have very good client service. As we move forward, I would expect us to expand our product offerings there. I would also expect us to expand our educational offerings in areas in financial literacy and in areas specific potentially to military offerings. So over the next few years, I look at this channel or this direct investor business as an area where we can increase wallet share with our existing clients, we can gain new clients, we can provide excellent service, a wide range of investment choices, and we can help people really guide their financial, guide them through their financial future with lots of different products. And do it with really servicing in ways that the client selects, either through the phone, live through the phone, or through chatting, or through just digital interaction where you're going on a website and investing kind of from a self-servicing perspective. It's an area that, and Mike had said this earlier, that we've invested in, will continue to invest in. There are lots of green shoots, you know, in this business. I called out that our 529 plan has had registration growth, net registration growth, net flow growth since we've acquired it, and there are many other areas like that. Going into 2022, I would imagine that we would be putting out KPIs on the business. We've talked about that. So there's some more transparency as the business starts to normalize and we get to more of a final state.

And just in terms of action items or to-dos, I guess, what sort of on the come would you say over the next six months, 12 months or so in terms of? what you're looking to bring to market versus what you have already. I think there was some reference to mobile coming this summer. Did I have that right?

So mobile will be live here this month. And I would tell you there's product development coming behind the scenes. There's data and technology and digital marketing coming and digital really client service. But when I look at it, you know, from a client perspective, there will be more product choices, you know, continue to have great service. and the mobile will be live here this month as well.

Great. Thanks for taking my questions. Thank you. There are no further questions at this time. Mr. David Brown, please continue.

Thank you for joining us this morning and for your interest in Victory Capital. On Tuesday of next week, we'll be presenting at the UBS Financial Services Conference And next month, we'll be attending the Barclays Global Financial Services Conference on September 14th. We hope to see you there virtually and look forward to keeping you updated on our progress. Have a great day.

This concludes today's conference call. Thank you for participating. You may now disconnect. Have a great day.