Virtus Investment Partners, Inc.

Good morning. My name is Andrew, and I'll be your conference operator today. I would like to welcome everyone to the Virtus Investment Partners quarterly conference call. The slide presentation for this call is available in the investor relations section of the Virtus website, www.virtus.com. This call is being recorded and will be available for replay on the Virtus website. At this time, all participants are in a listen-only mode. After the speaker's remarks, there will be a question-and-answer session. Instructions will follow at that time. I will now turn the conference over to your host, Sean Roark.

Thank you and good morning, everyone. On behalf of Virtus Investment Partners, I'd like to welcome you to the discussion of our operating and financial results for the second quarter of 2022. Our speakers today are George Aylward, President and CEO, and Mike Angerthal, Chief Financial Officer. Following their prepared remarks, we'll have a Q&A period. Before we begin, please note the disclosures on page two of the slide presentation. Certain matters discussed on this call may contain forward-looking statements within the meaning of the Private Securities Litigation Act of 95, and as such are subject to known and unknown risks and uncertainties, including but not limited to those factors set forth in today's news release and discussed in our SEC filings. These risks and uncertainties may cause actual results to differ materially from those discussed in the statements. In addition to results presented on a GAAP basis, we use certain non-GAAP measures to evaluate our financial results. Our non-GAAP financial measures are not substitutes for GAAP financial results and should be read in conjunction with the GAAP results. Reconciliations of these non-GAAP financial measures to the applicable GAAP measures are included in today's news release and financial supplement, which are available on our website. Now I'd like to turn the call over to George. George?

Thank you, Sean. Good morning, everyone. I'll start with an overview of the results we reported earlier today, and then Mike will provide a little more detail. As a traditional asset manager, we were not immune to the historically challenging markets and tumultuous macroeconomic environment that shaped the first half of the year. The steep market declines across asset classes set the context for our results, which were largely driven by sequentially lower average assets under management. Though we reported lower AUM in earnings per share as adjusted, I would note several important highlights, including a highest level of institutional sales and seventh consecutive quarter of positive institutional net flows, positive flows in ETFs and in our private client business, solid operating margin, increased capital return to shareholders, and a modest level of leverage positioning us for continued balance sheet flexibility. We believe the challenging environment is one in which active managers have the ability to differentiate themselves in the investments we have made in our range of strategy and product offerings to appeal to clients across changing market environments and preferences, position us to capture assets as the market environment evolves. Turning now to review the results, total assets under management decreased 15% to $155.4 billion, largely due to the significant market declines across asset classes in addition to retail net outflows. Sales of $7.9 billion compared with $9.4 billion in the first quarter as retail investor demand declined meaningfully amidst challenging financial markets in an uncertain economic environment. Sales were lower across nearly all equity, fixed income, and multi-asset investment strategies, though alternatives increased sequentially. On the institutional side, however, we reached a record level of sales of $3.5 billion, again benefiting from a diverse set of mandates across affiliates and asset classes. For net flows by product, we had net outflows in open-end funds and intermediary distributed retail separate accounts, while institutional ETFs and private clients generated positive net flows. Fund net outflows of $4.5 billion were higher sequentially driven by bank loan strategies and international equity, while emerging market debt and domestic small cap delivered a sequential improvement. Retail separate account net flows turned negative, with net outflows of $0.7 billion largely related to changes in investment allocations at several distribution partners in the intermediary sold channel. Institutional, which represents 32% of assets under management, generated positive net flows for the seventh consecutive quarter. The investments we have made in institutional have supported growth, and the integration of Stone Harbor's non-U.S. distribution team has added depth to our global reach. In terms of what we're seeing in July, while retail open-end funds continue to be in net outflows, the pace of net outflows has improved from the month of the second quarter, and July is on track to be the second lowest month of net outflows this year. The institutional pipeline remains strong, with expected fundings over the next two quarters exceeding known redemptions, and with solid diversity across strategies, affiliates, and geographies. Our second quarter financial results reflected the impact of the market declines that began earlier this year. Operating income, as suggested, was 78 million, down from 90 million sequentially, and the related margin of 39.2 declined from 40.6. Earnings per share, as suggested, decreased 13%, $6.86, reflecting the 10% decline in average assets under management. Turning now to capital, we continued our balanced and prudent approach to capital management while again increasing the level of capital returned to shareholders. During the quarter, we increased the level of stock buybacks to $40 million from $30 million in the prior quarter, contributing to a meaningful reduction in our shares outstanding. We also repaid $10.7 million of term loan debt, ending the quarter with a modest net debt position of $12.4 million. Against the more challenging market backdrop, given our balance sheet and cash flow generation, we continue to return meaningful capital to shareholders while maintaining appropriate levels of working capital and leverage and are positioned to continue to be flexible in prioritizing capital allocation as circumstances warrant. Before turning it over to Mike to provide more detail on the results, I wanted to comment on our announcement earlier this week on the expansion of our investment capabilities with the addition of two experienced portfolio management teams. As indicated in the release, we are pleased to have added two teams, Virtus Systematic and Virtus Multi-Asset, that will add systematic quantitative investing and multi-asset allocation capabilities that will broaden our offerings of individual and comprehensive investment solutions for clients. We look forward to making these strategies, which are additive to our current offerings, available to investors as well as broadening their strategies into other asset classes and investment products. With that, I'll turn the call over to Mike. Mike?

Thank you, George. Good morning, everyone. Starting with our results on slide seven, assets under management. At June 30th, assets under management were $155.4 billion, down 15% from $183.3 billion at March 31st. The sequential change reflected $22.8 billion of market depreciation and $4.8 billion of net outflows. Average assets under management in the quarter were $171.4 billion, down 10% largely due to market performance. Our assets under management remain well diversified by product type and asset class, and we continue to see client diversification by geography with growth in non-U.S. Over the past year, non-U.S. client AUM has increased by five percentage points to 15% at June 30th, largely reflecting the addition of Stone Harbor as well as increased non-U.S. institutional sales across multiple affiliates and geographies. We continue to generate strong relative investment performance across strategies. At June 30th, approximately 57% of rated fund assets had four or five stars, and 91% were in three four or five star funds. We had 10 funds with AUM of one billion or more that were rated four or five stars, representing a diverse set of strategies from six different managers. In addition to strong fund performance, as of June 30th, 88% of retail separate account assets and 64% of institutional assets were outperforming their benchmarks over five years. Also, 75% of institutional assets were exceeding the median performance of their peer groups over five years. During the challenging second quarter, 66% of equity assets beat their benchmarks, reflecting the quality of our managers and the benefit of active management.

Turning to slide eight, asset flows.

Total sales of 7.9 billion compared with 9.4 billion in the prior quarter as lower retail demand was partially offset by our highest level of institutional sales. By product, fund sales of 3.1 billion declined from 5 billion down 37% due to lower sales across nearly all strategies. Institutional sales increased 41% to 3.5 billion, benefiting from both new mandates as well as inflows into existing ones. Retail separate account sales were 1.3 billion, down from 2 billion in the first quarter. Overall net outflows were 4.8 billion, as positive flows and institutional were more than offset by net outflows in open-end funds and retail separate accounts. Reviewing by product. Institutional net flows of $0.4 billion were positive for the seventh consecutive quarter and included a meaningful new global REIT mandate as well as additional funding from an existing global growth client. For open-end funds, net outflows were $4.5 billion, with net outflows in essentially all strategies reflecting the risk-off environment. I would note that ETF net flows are positive, as they have been for seven of the past eight quarters. In retail separate accounts, net outflows were .7 billion, largely driven by domestic small cap in the intermediary sold channel. Several large distributors of our retail separate accounts changed investment allocations or weightings during the period, including one that went underweight small cap equities and others that repositioned to overweight value-oriented stocks. In our private client business, net flows remained positive as they have for 14 consecutive quarters. Turning to slide nine, investment management fees, as adjusted, of $175.9 million declined 20.4 million, or 10%, reflecting the 10% sequential decline in average assets and a modestly lower average fee rate. The average fee rate of 41.2 basis points compared with 41.9 basis points in the prior quarter with a modest sequential reduction due to a lower equity AUM. Performance fees in the quarter were modestly lower at 0.4 million compared with 0.6 million in the prior quarter. For the third quarter, we believe the range of 41 to 43 basis points remains reasonable. At current market levels, we would anticipate being at the lower end of that range. Slide 10 shows the five-quarter trend in employment expenses. Total employment expenses as adjusted of 89.1 million decreased 12% sequentially, primarily reflecting 9.7 million of seasonal items in the prior quarter related to the timing of annual incentives. Excluding the seasonal items, employment expenses declined due to lower variable profit and sales-based incentive compensation. As a percentage of revenues, employment expenses were 44.8% up from the seasonally adjusted 41.4% in the first quarter due to the market-driven revenue decline. For the third quarter, given beginning AUM levels and an uncertain market environment, it is reasonable to anticipate that employment expenses as a percentage of revenues will be above the second quarter. Turning to slide 11, other operating expenses as adjusted were $31 million, up 6% on a sequential basis from $29.3 million due to $0.8 million of annual grants to the Board of Directors and an increase in travel and related expenses. Looking forward, we continue to expect other operating expenses in a range of $27 to $31 million per quarter. While we are always thoughtful about expenses, Given the current market environment and the impact of inflation, we have increased the scrutiny around expenditures and initiatives while continuing to focus on necessary investments to support organic growth. As mentioned on the last call, we have made investments in global distribution and a comprehensive investment and risk operating platform and will continue to support these activities which we believe

will position us well for future growth and operating efficiencies. Slide 12 illustrates the trend in earnings.

Operating income as adjusted of $78 million declined $12.1 million or 13% sequentially due to lower revenues. The operating margin as adjusted of 39.2% compared with 40.6% in the first quarter. Excluding seasonal employment items, the operating margin declined sequentially by 580 basis points from 45% due to lower revenues. Net income as adjusted of $6.86 per diluted share declined 13% in the quarter. Regarding GAAP results, net income per share of $2.29 decreased from $4.22 per share in the first quarter and included the following items, $4.11 of realized and unrealized losses on investments, and a $0.28 reduction reflecting the increased fair value of the Westchester Capital contingent consideration, partially offset by $0.51 of fair value adjustments to affiliate non-controlling interests. Slide 13 shows the trend of our capital, liquidity, and select balance sheet items. Working capital was $185 million at June 30th, down sequentially from $196 million as earnings were more than offset by $53 million in return of capital to shareholders and debt repayment of $10.7 million. At June 30th, gross debt to EBITDA was .6 times the same level as March 31st. Net debt at June 30th was 12 million, down from 48 million at March 31st. We generated 85 million of EBITDA in the second quarter, down sequentially due to the lower AUM. During the second quarter, we repurchased 221,903 shares of common stock, or 2.6% of basic shares outstanding, for $40 million. above the prior quarter level of $30 million. Over the past year, we've reduced total basic shares outstanding by 4.9%. With that, let me turn the call back over to George.

George? Thank you, Mike. We will now take your questions. Andrew, would you open up the lines, please?

Certainly. Ladies and gentlemen, if you have a question at this time, please press star 1-1 on your telephone. Once again, to ask a question, please press star 1-1. And our first question comes from the line of Sumit Mahdi with Piper Sandler.

Hey, thanks. Good morning, guys. Just wanted to start on the Allianz Mutual Fund. Saw some press reports regarding some of the sub-advisory relationship changes I was wondering if you could talk about it and maybe how this new agreement will impact AUM.

Oh, sure. Yeah, so for the series of mutual funds that were previously managed by Allianz, as you're well aware, as a result of events, the teams and the businesses that manage those affiliates, those funds, many of them moved over to Voya, not all of them. So as a result of all those changes, we had to assign new sub-advisors to the various funds. So the majority of the closed-end funds and the large open-end funds were assigned to VOYA as the managers. So that will just be subject to a normal sub-advisory agreement, and we look forward to that relationship. We know those teams managing those funds, so they're now just part of VOYA. then for other funds where either the teams weren't transitioning over or were there there were other alternatives uh that met the fund objectives we made reassignments so there was just a set of reassignments of sub-advisors across those funds okay great thanks and then um uh shifting over to capital return here on the uh

On the buyback, can you just remind us about the window around when you guys can buy back each quarter and then maybe just talk about, especially with the market environment being as volatile as it is and your current valuation, how are you guys approaching this? It's nice to see the bump up this quarter, but going forward, what's the strategy around that?

Well, and again, as we commented, given our balance sheet and the cash flow generation that we continue to have, we do have the flexibility to sort of be thoughtful every quarter as we sort of approach the optimal use of our capital. And as you note, we did clearly view the second quarter as an opportunity to further increase the return of capital through the stock repurchases, given our view of the relative value of the shares and and how they were training. So we continue to do that, and we continue to have the flexibility to do that, while also, as you may have noticed, we resumed, started thoughtfully paying down some of our outstanding debt in this rising interest rate environment. Again, we have the flexibility to do those. Mike, do you want to speak on the window of the timing of that?

Yeah, I think just from an execution standpoint, there are various ways that you can execute the buybacks, and we've consistently done that. you know, generally on a balanced approach throughout the quarter. And, you know, we'll continue to evaluate the trading level valuation and other factors as we make capital decisions going forward.

Okay, great. And then just one more here on sort of the non-comp expenses and margins. Just wondering where you guys are at with your normalization on T&E expenses. I know you guys maintain the range of other this quarter, but, you know, over time, do you still expect that to kind of march upwards? And then, you know, how does that impact your margin expectations through, you know, maybe let's call it the next 12 months?

Yeah, and we certainly did see a tick back up of travel during the quarter. It was good to see, you know, for the distribution team visiting clients and getting back to travel activities, although not all the way back to pre-pandemic levels. We will continue to monitor that. Certainly, our business has changed significantly since the pandemic, so we're monitoring that. We've added non-U.S. distribution resources. So I think we've tried to capture that with the range of other operating expenses, which we believe is still the $27 to $31 million. And we'll monitor that and expect to stay within that range as we look forward. And from a margin perspective, I think incremental margins, as we look at them, would still be in the ranges that we've talked about, around 50% to 55% going forward. Structurally, the infrastructure is in place to continue to deliver those incremental margins going forward.

Okay, great. I'll hop back in the queue. Thanks, guys.

Thanks, Jimmy.

Thank you. And our next question comes from the line of Michael Cypress with Morgan Stanley.

Hey, good morning. Thanks for taking the questions. Maybe just coming back to Voya, maybe you could just talk a little bit about the new relationship that you're going to have here with Voya, how those economics maybe compare versus what we saw with AGI, and is there any potential here to bring any assets in-house? I heard you mention some potential reassignment. Is there any sort of potential impact that we could see to the P&L just coming from the movement of these assets here?

Yeah, sure. And I'll start off with you should not really look at this as having an impact one way or the other on our P&L. So for the strategies managed by the teams that are now part of VOYA, again, our subadvisory arrangements are on the same basis. There's really no change as it relates to how we sort of approach that. And even with some of the other assignments, you know, when you put it all together collectively, I would not look at it as something that would have a noticeable impact on our P&L.

And you had mentioned reassignments. Any potential to bring any in-house? How are you thinking about that?

Yeah, all of these assignments have been made. So there were a few select strategies where we're leveraging some of our strong performing managers with track records in those specific areas. And in other instances, again, the overwhelming majority of the assets and the funds, all the closed-end funds are with the VOYA as well as another sub-advisor.

Okay. It sounds like even in those cases where you're bringing them in-house, not much has any impact to speak of to the P&L.

Right, because collectively we've added some new teams to manage some of those funds, and then we've made reassignments, and then the rest of it is business going forward. So, again, I would not look at any change on the P&L as a result of it.

Got it. And is there any broader opportunity to broaden that relationship with Voya more strategically as you kind of, you know, think about the capability sets that you have and, you know, what Voya is looking for more broadly in their distribution? Sure.

Well, the teams that are currently managing those assets we're familiar with because they've been managing it, so we're very confident in those teams and very excited about any other opportunities we could have as it relates going forward. Again, we'll see what happens there. But, again, we do selectively partner with individual firms, and once we have a relationship, to the extent that there are ways that we can be mutually beneficial, we would absolutely look into those types of opportunities. but nothing specific to speak about.

Got it. Okay. And then just wanted to follow up on the systematic and multi-asset portfolio teams. I was just hoping you could elaborate a little bit on why those strategies, why those teams, how you kind of came across those teams, what was so compelling there, and are there any other opportunities set to add other teams and how you might approach that? Thank you.

Yeah. Well, I mean, some of this did arise as a result of some of the fund transitions that we had to make. So these are two teams that we're familiar with because they were managing our funds and had supporting on the 529 side and very impressive teams that we've always thought highly of. And because there was an opportunity to have them join us, we availed ourselves of that opportunity. Those are two capabilities that we have had as things we're very interested in, that being the systematic as well as the multi-asset asset allocation capabilities. So we're very excited about having those. And as indicated in the release, and I think in the comments, You know, we look forward to taking those teams and not only having them manage what they manage, but more importantly, making those strategies available to other institutional clients as well as in other types of investment vehicles.

Got it. Okay. Maybe just one last quick on M&A. Just curious, thinking about the opportunity set here, given the evolving macro backdrop, how that's impacted conversations, any potential timing, and the broader opportunity set for M&A.

Yeah, I mean, you know, the markets always have some kind of an impact. But again, I still think there's lots of activity ongoing in the M&A world. It will continue to go. I think the nature of the conversations or length of the conversations could alter a little bit. But again, where strategically it makes sense for firms to do a transaction, those will still be there. The volatility in the market obviously does have an impact. But in some ways, it could create opportunities where there otherwise wouldn't be opportunities. And again, we position ourselves to be able to take advantage of opportunities should they arise and have a good long-term strategic fit for us.

Great. Thanks so much.

Thank you. This concludes our question and answer session. I would like to turn the conference back over to Mr. Aylward.

Great. And I want to thank everyone today for joining us and certainly encourage you to give us a call if you have any other further questions. Thank you.

This concludes today's call. Thank you for participating. You may now disconnect.