Victory Capital Holdings, Inc.

Good morning and welcome to the Victory Capital First Quarter 2024 Earnings Conference Call. All callers are in the listen-only mode. Following the company's prepared remarks, there will be a question-and-answer session. 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 would like to remind you that during today's conference call, we may make a number of forward-looking statements. Please note that Victory 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 most 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 is 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 first quarter 2024 earnings conference call. I'm joined today by Michael Pellicarpo, our President, Chief Financial and Administrative Officer, as well as Matt Dennis, our Chief of Staff and Director of Investor Relations. I will start today by providing an overview of the quarter. After that, I will provide a quick summary of the Memorandum of Understanding with a Monday that we announced last month before I turned the call over to Mike to review the financial results in greater detail. Following our prepared remarks, Mike, Matt, and I will be available to take your questions. The quarterly business overview begins on slide five. During our last earnings call, we commented on our improving business dynamics in the beginning of a constructive environment we were seeing in sales activity as 2023 came to a close. This momentum continued through the first quarter, with both gross and net sales reaching their best levels in more than a year during the first quarter of 2024. Our net long-term flows were positive in March, and total client assets rose more than 5% in the first quarter. aided by positive market action. We ended the quarter with a little more than $175 billion in client assets, providing us a good jump-off point as we entered the second quarter. The fee rate on our AUM was 53 basis points and has been consistently within a basis point of the same level for the past year. Adjusted EBITDA margin was 52.1% for the quarter, which is industry leading and a testament to our focused execution combined with the efficiency and effectiveness of our operating platform. Overall, we have an optimistic outlook for our business and are beginning to realize benefits from the investments we've been making across our platform. For example, the work and investment made securing attractive shelf space on numerous intermediary platforms for the products managed by our fixed income group, Victory Income Investors, is paying off as the franchise turned net flow positive in the first quarter. Victory income investors specifically generated strong momentum in the retail and retirement channels, which has carried over to the second quarter as well. We continue to strategically invest in areas that will have a positive impact on growth, such as new products and new vehicle wrappers for existing strategies. We are spending a lot of time on our ETF lineup, associated staffing, and the positioning of our products as we continue to build on our momentum. In addition, we are making investments in people and technology, particularly when it comes to data and analytics across our platform. Turning to slide seven, our investment performance remained strong, with 69% of our AUM and mutual funds, or ETFs, earning overall four or five star ratings. This is broadly diversified, encompassing 45 different products up from 42 products at the beginning of the year. Over the critical three- and five-year periods, 61% and 85% of our total AUM outperformed their respective benchmarks. And on a relative ranking basis for the trailing three years, 34 funds representing nearly half of our AUM in mutual funds and ETFs were ranked in the top quartile of the respective categories by Morningstar as of the end of the first quarter. On slide eight, you can see our capital allocation strategy flywheels. After returning a record amount of capital to shareholders in 2023, we were restricted from conducting share repurchases due to our negotiations with the Monday throughout the first quarter. We anticipate that to change as we move through the year and progress through the different stages of the transaction. As a growth company, reinvesting in our business for organic growth acquisitions are the best way for us to deploy capital and increase shareholder value. During the quarter, we made our first earn-out payment to West End Advisors. West End has continued to generate positive net flows and grow revenues since the acquisition. With the addition of West End's models onto new distribution platforms and with expanding the number of financial advisors that are using their products, we expect this success to be sustained and accelerate moving forward. We are projecting a much lower leverage ratio upon the close of the pending transaction with the Monday, given the transaction doesn't include any debt. This will give us more flexibility as we look out at future acquisition opportunities. Moreover, this will provide us with a great foundation return shareholder capital in multiple forms and even higher rate moving forward. One of the major objectives for the transaction is to provide a Monday's global distribution network, with more U.S.-managed investment products and strategies. This perfectly aligns with our inorganic growth strategy of bringing new products onto our platform through acquisitions, and these new products will be distributed through their global distribution network. Turning to slide nine, I will quickly recap our MOU with a Monday. This is a strategic and multidimensional transaction that will materially and positively transform our company in many ways. The exclusive 15 year global and reciprocal distribution agreements will greatly enhance the globalization of our firm by both expanding our distribution reach outside of the U.S. market and by obtaining access to a wider range of high quality investment products managed outside of the U.S. to distribute in the U.S. The ability to feature Victory Capital's products in and sell through arguably one of the top global distribution networks in the world is extremely exciting and powerful. Through these agreements, a Monday will become the exclusive distributor of all Victory Capital products outside of the U.S., and Victory Capital will be the exclusive distributor of Monday products in the U.S. Victory Capital will also be the exclusive provider of U.S.-managed active asset management products for Monday's distribution network outside of the U.S., thereby opening a large and robust international distribution channel for our products to reach clients around the world. As a reminder, Amundi has a local presence in 35 countries and relationships with 1,000 third-party distributors reaching more than 100 million retail clients and more than 1,500 institutional clients. Another important aspect of the transaction is the contribution of Amundi's U.S. business into Victory Capital in exchange for a 26.1% economic interest in Victory Capital that carries voting rights of 4.9%. This ownership stake in our firm is intended to align incentives and sets the foundation for success with the reciprocal distribution agreements. The combination of the amount of U.S. business into our business adds significant size, scale, along with complementary investment capabilities in fixed income, equity, and solution strategies. It also immediately diversifies our client base with an increased international presence as more than a third of Amundi US's AUM is currently from non-US clients. While the transaction is dynamically strategic, it is also very attractive financially. The combination of the Amundi US business onto our platform aligns very well with our proven acquisition and integration playbook. We anticipate the low double-digit EPS accretion by the end of the first full year of ownership and to achieve $100 million of expense synergies within the first two years of ownership with the majority of that realized within the first year. Just to be clear, that doesn't include any revenue synergies. Since we are not using cash or debt as consideration, the incremental earnings will significantly reduce our leverage ratio and provide additional strategic and capital flexibility. This will allow us to continue reinvesting in our business to drive organic growth, as well as continue pursuing our inorganic growth initiatives while returning capital to shareholders in multiple forms, all of which is consistent with our long-term strategy. On slide 10, we highlight publicly available data from Morningstar on the AMUNDA U.S. mutual funds, illustrating recent net flows and fund ratings. This information represents approximately $45 billion. Keep in mind that the total AUM for the AMUNDA U.S. business is approximately $104 billion, and the total U.S. portion is $70 billion. So the $45 billion is just a piece of the overall total, but it does give some valuable insight into flows and investment performance. Moreover, note that we disclosed in our analyst call announcing the MOU that the non-U.S. portion of their business has had an average of $12 billion of annual gross flows a year over the last five years, and that each year has been net flow positive for this segment of their business over that same timeframe. Net flows are shown by asset class. As you can see, their total U.S. fund complex has been net flow positive for year-to-date 2024, with net inflows in fixed income and solutions products being partially offset by net outflows in equity funds. Given a Monday U.S.' 's strong investment performance and the fact that 77% of their mutual funds are rated four or five stars overall by Morningstar, We are projecting that the net flow profile of the business will continue to improve and benefit further from our added distribution resources and relationships post the close of the transaction. We are continuing to work through the final pieces to get to a definitive agreement and expect to announce the completion by the end of June with the closing expected by year end. With that, I will turn the call over to Mike to go through the quarter's financial results in greater detail. Mike?

Thanks, Dave, and good morning, everyone. The financial results review begins on slide 12. Average AUM increased 8% quarter over quarter, and revenue rose $10.1 million to $215.9 million. Revenue realization remained steady with any quarter over quarter change the result of asset and or vehicle mix. Gap operating income was $84.8 million, and GAAP net income rose slightly to $55.7 million, or 84 cents per diluted share, up from 82 cents per share in the prior quarter. Adjusted EBITDA rose 4% to $112.4 million in the quarter, marking the highest quarterly level in over a year. This was more than 13% higher than in the first quarter of last year. Margins were 52.1% for the quarter, which includes the impact of seasonally higher payroll tax and benefits that reset at the start of the year. We continue to guide to a long-term adjusted EBITDA margin of 49%. Adjusted net income with tax benefit per diluted share increased 9% from the fourth quarter, and by 16% from the same quarter in 2023, reaching $1.25. We continued to hold elevated cash balances to enhance our flexibility and ended the quarter with $80 million in cash. During the quarter, we made an earn-out payment of $80 million for the West End acquisition, reducing the overall earn-out liability on our balance sheet. Our net leverage ratio remained at a modest 2.0 time at quarter end. We returned $35 million to shareholders in cash dividends and share repurchases in the quarter and announced a 10% increase in our quarterly cash dividend to 37 pence per share in the second quarter, which will be paid on June 25th to holders of record on June 10th. Turning to slide 13. Our total client assets remain balanced from a distribution channel perspective with the channel mix remaining very consistent over time. I would highlight that approximately 97% of our AUM is being managed for U.S. clients. Enhancing our geographic diversification is one of the benefits of the Amundi transaction. On a pro forma basis, post the close of the Amundi transaction, approximately 15% of our assets will immediately come from non-U.S. clients, and the global distribution agreement to promote and sell our products through the Amundi distribution engine is expected to increase the proportion of assets that we manage for non-U.S. clients over time. Slide 14 illustrates our flows. Long-term growth and net flows improved quarter over quarter and year over year. reaching their best levels in more than a year, with long-term gross sales of $7 billion and net long-term AUM outflows of $1 billion. Positive momentum accelerated towards the end of the quarter, with long-term net flows turning positive during March. We have continued confidence that our investments to support organic growth have us well positioned. We have very competitive investment performance, and five of our investment franchises were net flow positive for the quarter. That list includes Victory Income Investors, West End Advisors, Integrity, Sophos, and RS Global. Moreover, our institutional channel continues to be an area of strength as it posted another quarter of positive net flows. Revenues are highlighted on slide 15. To enhance transparency, we began breaking out other assets in the first quarter because these assets are managed uniquely and carry unusually low fees that are not representative of our typical client assets. For consistency, prior periods have been restated. Firm-wide, the average fee rate on total AUM remained steady at 53 basis points, which is within our expected range. This 53 basis points excludes the $5.1 billion of other assets that had an average fee rate of just 3.5 basis points. Turning to expenses on slide 16, on a GAAP basis, operating expenses rose mainly due to higher non-cash expenses. In particular, the change in valuation of contingent earn-out payments rose to $12.2 million which was more than $8 million higher than the fourth quarter. We also incurred over $1 million more of acquisition-related expenses in the quarter and had higher compensation expenses related to the higher level of earnings and the seasonal resetting of employment taxes and benefits in the first quarter. These increases offset lower general and administrative expenses and depreciation and amortization in the quarter. Non-operating expenses were essentially flat on a quarter-over-quarter basis. On slide 17, we cover our non-GAAP metrics. Adjusted net income with tax benefit was $82.3 million. Adjusted EBITDA was $112.4 million, representing the highest level in over a year. Adjusted EBITDA margin was 52.1%, and 51.6% for the trailing 12-month period, which is ahead of our long-term guidance of 49%. We are maintaining our current guidance at 49%, which continues to provide us with the flexibility to invest in our platform. Moreover, as we have stated in the past, the margin will fluctuate quarter to quarter based on the timing and nature of investments. Finally, Turning to slide 18, we continue to demonstrate strong balance sheet flexibility as we end the quarter with $80 million in cash. Our debt level remains the same with our $100 million revolver undrawn. That concludes our prepared remarks. I will now turn it back over to the operator for questions.

Ladies and gentlemen, we will now begin the question and answer session. In order to ask a question, press start, then the number one on your telephone keypad. Your first question comes from the line of Alex Blostein with Goldman Sachs. Please go ahead.

Morning all. This is Luke Gaughan for Alex. Thanks for taking the question. With the products that you're set to onboard and integrate following the partnership with Amundi and the acquisition of the Pioneer brand, how are you thinking about the organic growth trajectory of the business in the longer term? And are there any areas of the Pioneer business or aspects of the agreement that most excites you as it relates to potentially underwriting and improvement in organic growth? Thanks.

Good morning. I'd start off by saying the business today as it sits, the Amundi U.S. business is is growing in 2024 as we showed at least on the mutual fund side on the publicly available data is actually in a positive organic growth mode. They've got excellent investment performance and they have a lot of momentum and I don't see that changing throughout the year. So we're pretty excited about generally the product set that they have and what they're doing today. And when you put that into our distribution network coupled with their existing distribution network, I think that sets up to really accelerate the momentum. Specifically, their fixed income platform, given the environment that we're in and the environment I think we're going to be in over the next couple of years is an exciting part of what they are bringing. Additionally, a third of their existing assets are outside of the U.S., so they have a pretty well-developed distribution infrastructure outside of the U.S. And then the ability for us, so the Legacy Victory products to plug into that is really exciting. And then generally speaking, just having in the U.S. more distribution, marketing resources, and then the exclusivity outside of the U.S. through the Amundi Network really sets us up for an opportunity to have really good organic growth. And I would say that, you know, given the environment that's coming around fixed income with our existing fixed income platform, I think we see, you know, we see the tide turning at least from an organic growth perspective.

Gotcha. Awesome. Thank you. And one quick follow-up, if I can. Can you just give color on the asset mix and flow trends, Adam Moody, across the data that we can't see publicly through Morningstar? Thanks.

You know, I can't. It wouldn't be – I don't have full transparency into it, and it wouldn't be appropriate. One thing I would add to what I had said before is keep in mind the Monday U.S. business does not have an ETF platform. one of the things we're anticipating is using our ETF platform and their investment manufacturing capabilities and bringing those things together. So I think that that's another added component of what the opportunity is. Appreciate the call.

Your next question comes from the line of Ken Worthington with JP Morgan. Please go ahead.

Hello, good morning. Thanks for taking my question. This is Michael Choen for Ken Worthington today. I just want to touch on the Amundi Distribution Partnership here again. I realize they have a clear economic stake to help incentivize that partnership, but can you also just talk through how some of the sales force or the operating level incentives might be executed to just give you some confidence around that success of the 15-year partnership?

So outside of the U.S., We will be the exclusive provider of U.S. manufactured active asset management capabilities. So all of the distribution outside of the U.S. that is drawing upon U.S. manufacturing, so any of the products, any of their clients that are desiring products that are manufactured in the U.S. will come from Victory Capital, the pro forma Victory Capital. If you think about portfolios outside of the US and the allocation to the US markets, going forward, we will be the exclusive provider of all of those allocations. That's pretty powerful given a Monday's $2.2 trillion and that they've got 1,500 institutional clients, really a local presence in 35 countries around the world. and I believe they're in about 1,000 distributor networks. So very, very powerful distribution, and then we'll be providing them the U.S. manufactured aspect of it, you know, as today the Amundi U.S. businesses and others will now have the exclusive right to do that.

Okay, great. Thank you. And then just to follow up on some near-term trends, I think you called out net flows turned positive in 2020. In March, just curious, you know, what was kind of the key driver for that inflection exiting the quarter? And then any thoughts on flows that you saw in April and maybe into May as well? Thanks.

So we've seen a turn, as we highlighted in the prepared remarks, on the fixed income side. So Victory Income Investors, our ETF platform, Victory Shares, our institutional channel continues to be strong. And then generally speaking, our investment performance is really, really solid. And that's supporting, you know, good momentum. Looking into the second quarter, you know, we don't give guidance quarter by quarter on flows, but we don't see any of that really changing, you know, any market, you know, change in market conditions.

Great. Thank you.

The next question comes from the line of Etienne Rickard with BMO Capital Markets. Please go ahead.

Thank you and good morning, team. So clearly another strong margin quarter. As you look into closing the Amundi US transaction, what gives you confidence that Victory can maintain its operating discipline and margin levels considering the meaningful increase in AUM. In other words, we typically think of scale as an advantage for margins, but in Victory's case, up to what point in scale do you believe you can maintain the culture and operating efficiency?

I think we've guided towards keeping the 49% guidance we have today, and we reiterate that in the pro forma business. We've obviously exceeded the 49% guidance over the last few years, but we've also highlighted that it'll ebb and flow based on the investments we're making. So we're very confident in the 49% in the pro forma organization. Our track record in history of integration, and when we talk about integration, we talk about smartly integrating, I think is top of the industry. And we have a lot of confidence that the principles of Victory Capital are the right principles on how to run an investment management organization for the future. And we think that those principles will be able to to partner with Amunda US and those people that work for Amunda US will adopt the principles we have to maintain our culture. I don't think that anything that we have seen, all the diligence we have done, and we have been working on this for a while, give us any reason to believe that we wouldn't be able to maintain our culture and the margins and our operating discipline going forward. And even as we think about additional acquisitions post-Monday U.S., it would be the same story.

Okay, great. And staying on the topic of expenses, how do you think about the pace of realizations on the $100 million of expense synergies for 2025?

Good morning. Yeah, so I think as we had said in our prepared remarks, you know, and Dave just highlighted, you know, the level of the work that we've done, we're very confident in the $100 million expense synergy that we had put out there and had commented on. We also said that we expected to realize them over two years, really with the majority of those coming in the first year. And, you know, as Dave mentioned, our track record and our history of integration and expense realization, I think, kind of speaks for itself. And we have a pretty time-tested and well-thought-out plan with respect to integration, and we believe we'll execute on that with respect to the Amundi acquisition as well.

Great. Thank you very much.

The next question comes from the line of Michael Cypress with Morgan Stanley. Please go ahead.

Great. Thank you. Just wanted to circle back to the distribution agreement that you have with Amundi with respect to selling their products into the U.S. Just hoping you might be able to elaborate on how that might work. Maybe you could talk about the economics, what that could mean for Victory, and what strategies of among these do you think could make the most sense to sell into the U.S. over time? How many products do you envision selling, and how do you navigate prioritizing selling their products in the U.S. versus your products?

Yeah, I'd start off by saying is that they have a good manufacturing, investment manufacturing capability outside of the U.S. There are a few products that that today we think there's an opportunity to sell. One maybe example would be an emerging market debt product, or maybe a product that is like that, maybe through an institutional channel. So there will be a number of products that they have based on the market conditions that will move through different channels. As far as priorities, our sales force is used to selling and has come up with a system of selling multiple products, different asset classes. So it isn't really about what the prioritization is. It's really about accepting what the client demand is. So we're well, this is really part of what we do today. So we're well schooled on how to do that. The economics of it will be, you know, very similar to what, from our perspective, very similar to what we have today of selling our own products. So the margin requirements we have with products of our own will be the same, really will be the same margins with products that we sell into the U.S. And it really just gives us another avenue to get closer to different clients by being able to offer them a wider range of investment solutions and capabilities.

Great. And just a follow-up question on the margin profile. I hear you on reiterating the synergies coming through. You're sticking to the 49% margin profile. But just curious, as you think about this large transaction, it seems like it can enhance your scale and revenues coming on at high incremental margins. So just hoping maybe you could elaborate on some of the moving pieces there and offsets that lead you to maintain the margin outlook. Maybe you could talk about how much you're looking to spend. It seems like maybe there's an underlying net spend. How much you're looking to invest back in the business and what are the top areas?

Yes. So we've guided towards $100 million of synergies and then the 49%. The $100 million of synergies is a net number. We will invest a significant amount of money into the platform, and a lot of that will be into the U.S. intermediary portion of our business, distribution portion of our business. And so we will continue to invest on our platform. I think one of the major advantages we have is the way our platform is set up, is we have the ability to invest and invest in a way where It's very efficient, and I think you can see that by the margins. So a lot of what we're going to be doing is investing, even though you see $100 million of cost synergies, it'll be a net number. And we will be investing heavily back into the platform as we are today.

Great. Thank you.

As a reminder, if you would like to ask a question, please press star followed by the one on your telephone keypad. Your next question comes from the line of Adam Beattie with UBS. Please go ahead.

Thank you, and good morning. First, I wanted to focus in on solutions a little bit. Obviously, West End doing well. The Amundi U.S. business had positive flows in their solutions business. So hoping to get maybe a fuller picture of the solutions business that Amundi U.S. will bring in. you know, the complementary nature of it versus, you know, what Victory already has and whether or not those businesses will be kind of integrated into one sort of solutions provider or remain somewhat separate. Thank you.

Good morning, Adam. The solutions business for the money U.S. business is really a multi-asset offering, so very similar to the offering, some of the offerings that Victory has. Within Victory, our solutions include multi-asset, It also includes some risk-based as well as target date product, as well as our rules-based ETF business. We don't envision consolidating the Amundi U.S. Solutions business into our platform. They are distinct enough and will remain under the kind of current Amundi U.S. investment team platform. We are excited about the opportunity to take on additional solutions offerings, and we think there's an opportunity as Dave had mentioned earlier, to take some of the product sets that Among the U.S. offers and package those into ETF offerings that we think will have a tremendous opportunity to see organic growth going forward that they currently don't have an ETF offering.

Great. That's helpful. That fills it out. Thanks. And then just as a follow-up, kind of the reverse of Mike's question around distribution in terms of Victory and Amundi U.S. products being distributed through Amundi outside the U.S. Just wondering, you mentioned that, you know, a lot of those products right now obviously come from Amundi U.S., but that there are also other providers. So just wanted to get a sense of, you know, kind of the asset mix within those other providers where Victory might be kind of taking some share there. Thank you.

I think there's a couple elements to it. First is, you know, there's probably an under-allocation from the Amundi client in the U.S. product. So part of this is actually open space that we'll be taking. And, you know, you think about the evolving platform that they have where they are in China, they are in India. and what's happening in some of those countries around allocation to U.S. markets over a longer period of time. So some of this is prospective on what we anticipate happening. So that's the first piece. I think the second piece is there are other solutions that are on their platform outside the U.S. I would say that we'll probably take some of that market share, I would presume. And they'll have an economic incentive to want to do that because, you know, they'll have a 26.1% economic stake in our business. And I would also just reiterate that, you know, the Amundi U.S. business, if you average it over the last five years, it's $12 billion a year in gross flows. That part of their business has been net flow positive over the last five years. And then I think with our added product set, And then, as I mentioned before, our desire and ability to reinvest in the platform, I would imagine that would only accelerate as we think about going forward. And then you put just underneath all of that is we have excellent investment performance from a firm-wide perspective. So the products we would be, you know, able to offer via Monday clients would have really good investment performance. And then We also have the ability to create new product and go out and acquire new product.

Great. So it sounds like, yeah, more of a bigger pie situation than straight substitutes. Thanks a lot. Appreciate it. Correct.

I will now turn the call back over to David Brown for closing remarks. Please go ahead.

Thank you, and again, thank you for your interest in Victory Capital. We look forward to keeping you updated on the Monday transaction as we move forward and to the definitive agreement that we anticipate by the end of the second quarter. Have a wonderful day.

This concludes today's call. Thank you all for joining, and you may now disconnect your lines.