UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): November 6, 2018

 


 

Victory Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-38388

 

32-0402956

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification Number)

 

 

 

 

 

4900 Tiedeman Road, 4th Floor; Brooklyn, OH

 

44144

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (216) 898-2400

Not Applicable

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

 


 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company x

 

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

 

 


 

Item 2.02. Results of Operations and Financial Condition

 

On November 6, 2018, Victory Capital Holdings, Inc., (the “Company”) issued a press release reporting results for the three months ended September 30, 2018.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits. The following exhibits are filed herewith:

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Press release dated November 6, 2018

 

- 2 -


 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Press release dated November 6, 2018

 

- 3 -


 

SIGNATURES

 

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

 

VICTORY CAPITAL HOLDINGS, INC.

 

 

 

 

 

Dated: November 6, 2018

By:

/s/ Terence F. Sullivan

 

 

 

Name:  Terence F. Sullivan

 

 

Title:  Chief Financial Officer and Head of Strategy

 

- 4 -


Exhibit 99.1

 

  News Release

 

 

 

VICTORY CAPITAL ANNOUNCES ACQUISITION OF USAA ASSET MANAGEMENT COMPANY

AND REPORTS THIRD QUARTER RESULTS

 

 

 

Third Quarter 2018 Highlights and Recent Announcement1

 

·           Announced planned acquisition of USAA Asset Management Company

 

·           Assets under management (“AUM”) of $63.6 billion

 

·       Strong investment performance, with 69%, 66%, 75% and 88% of AUM outperforming its respective benchmarks over the trailing one year, three years, five years and 10 years, respectively

 

·           Net outflows of $672 million

 

·           Operating margin of 29.4%, adjusted EBITDA margin of 40.1%

 

·           $0.29 per diluted share of GAAP earnings

 

·           $0.45 per diluted share of adjusted net income with tax benefit

 

·           $40.3 million of cash flow from operations

 

Cleveland, Ohio, November 6, 2018 — Victory Capital Holdings, Inc. (NASDAQ:VCTR) (“Victory Capital” or “the Company”) today announced that it has entered into a definitive purchase agreement to acquire USAA Asset Management Company (which includes its Mutual Fund and ETF businesses and 529 College Savings Plan). Victory Capital also reported financial results for the three months ended September 30, 2018.

 

Acquisition of USAA Asset Management Company

 

USAA Asset Management Company, based in San Antonio, Texas, was formed to serve the investment needs of the military community and their families. As of September 30, 2018, USAA Asset Management Company had $69.2 billion in assets under management and 53 investment funds. Based on AUM as of September 30, 2018, Victory Capital would have approximately $144.4 billion in firmwide AUM at the close of the transaction.2

 

USAA Asset Management Company will become Victory Capital’s 11th Investment Franchise and it will have the rights to offer products and services using the USAA brand.

 

The acquisition of USAA Asset Management Company represents a substantial expansion and diversification of Victory Capital’s investment platform, particularly in the fixed income and solutions asset classes. Based on AUM on September 30, 2018, Victory Capital’s AUM by asset class pro forma for the acquisition would be 48% equities, 26% solutions, 19% fixed income and 7% money market.2

 

The transaction also provides a new and unique opportunity for Victory Capital to offer its products to USAA members through a direct member-based channel with attractive organic growth and retention rates. USAA mutual funds have experienced an average 10-year organic growth rate of 3.4% compared with 1.1% for their active manager peers.3

 

“The acquisition of USAA Asset Management Company is a strong diversifier for us with the addition of quality investment teams and products and provides us entry into a new distribution channel with a loyal member base

 


1  Adjusted measures are non-GAAP financial measures.  An explanation of these non-GAAP financial measures is included under the heading “Information Regarding Non-GAAP Financial Measures” at the end of this press release.  Please see the non-GAAP reconciliation tables. 2.Based on AUM as of September 30, 2018, for Victory Capital, USAA Asset Management Company and Harvest Volatility Management, LLC. Excludes $11.8 billion of AUM in the USAA mutual funds as of September 30, 2018 that are invested through the Managed Money product offered for customers of USAA’s brokerage business. Victory Capital is not acquiring the USAA brokerage business. Pro forma revenue and pro forma EBITDA do not include any revenue from AUM invested through the Managed Money product or related expenses. 3.SimFunds as of September 30, 2018. Organic growth calculated as net new flows/beginning of period AUM. Market and USAA mutual fund figures exclude money market AUM.

 


 

made up of members of the military community and their families,” said David Brown, Chairman and Chief Executive Officer of Victory Capital. “It increases our size and scale, enhances our ability to attract and retain top investment talent, and leverages our investments in critical components of our business, such as technology, operations, investment support and client service, across a broader base of assets.”

 

Under terms of the purchase agreement, Victory Capital will acquire USAA Asset Management Company for $850 million plus the opportunity for additional contingent payments based on future business performance.  Victory Capital expects to finance the transaction through a combination of debt and cash on the balance sheet. It is expected to result in significant accretion to earnings per share as well as value creation for Victory Capital shareholders through expense synergies and the opportunity for meaningful organic growth. The acquisition is expected to close in the second quarter of 2019, and is subject to regulatory and other customary approvals, conditions and consents, including approval by USAA mutual fund and ETF shareholders and Board of Trustees.

 

Third Quarter 2018 Financial Results

 

Mr. Brown said, “I am pleased to report that Victory Capital delivered strong investment results and posted record highs across several financial operating metrics in the third quarter, in the midst of continued forceful headwinds for our industry.

 

“Our Investment Franchises and Solutions Platform delivered strong investment performance during the quarter, with 69% of our AUM outperforming its respective benchmarks over the trailing one-year, 66% over the three-year, 75% over the five-year, and 88% over the 10-year period.

 

“Total AUM grew to $63.6 billion as of September 30, 2018, an 8% year-over-year increase and the highest quarter-end total that we’ve reported in our history. We also achieved record high levels of quarterly revenue, EBITDA, and operating margins. Our free cash flow yield is at the top of our peer universe and our average fee rates continue to be healthy.

 

“Gross flows for the quarter were strong at $2.9 billion, while overall net flows were ($672) million. Net flows were impacted by client rebalancing activity during the quarter as well as delays in our “won-but-not-funded” pipeline. Overall, our pipeline is healthy as are our sales prospects, fueled by strong investment performance and a diverse product set.

 

“Momentum in our VictoryShares ETFs remained strong, with net flows of $287 million for the quarter and $939 million for the first nine months of 2018. Our ETFs have experienced positive net flows every quarter since we entered the ETF business in April 2015. Year over year, as of September 30, 2018, our ETF market share has increased by 49%, according to Morningstar.

 

“Finally, in September, we announced the acquisition of Harvest Volatility Management, LLC  (“Harvest”), a leader in derivative investing, specializing in yield enhancement overlay, risk reduction, alternative beta and absolute return strategies.

 

Harvest, which had approximately $12 billion in AUM as of September 30, 2018, is a high-quality business with a strong organic growth history and a differentiated product set that we believe will be well received by our clients. The transaction fits squarely into our integrated multi-boutique model and is financially compelling on many levels.

 

“We believe our planned acquisitions of two well-respected investment managers – USAA Asset Management Company and Harvest – demonstrate the value of our differentiated business model. We look forward to welcoming both firms on to our platform. As always, serving the needs of our clients remains our top priority.”

 

The acquisition of Harvest is expected to close by the end of the first quarter of 2019, and is subject to regulatory and other customary approvals, conditions and consents, including approval by Harvest’s clients.

 

2


 

The table below presents AUM, and certain GAAP and non-GAAP (“adjusted”) financial results.

 

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

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

2018

 

2017

 

Assets Under Management

 

 

 

 

 

 

 

 

 

 

 

Ending

 

$

63,640

 

$

62,256

 

$

58,997

 

$

63,640

 

$

58,997

 

Average

 

63,447

 

61,617

 

57,875

 

62,361

 

56,979

 

 

 

 

 

 

 

 

 

 

 

 

 

Flows

 

 

 

 

 

 

 

 

 

 

 

Gross

 

$

2,896

 

$

3,521

 

$

3,879

 

$

10,102

 

$

12,558

 

Net

 

(672)

 

(102)

 

(778)

 

(1,408)

 

(1,765)

 

Net flows excluding Diversified Equity(1)

 

(672)

 

(102)

 

(778)

 

(1,408

)

(1,146)

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Financial Results (GAAP)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

108.1

 

$

104.4

 

$

102.4

 

$

317.4

 

$

304.0

 

Revenue realization (in bps)

 

67.6

 

68.0

 

70.2

 

68.0

 

71.3

 

Operating expenses

 

76.3

 

74.7

 

78.1

 

228.7

 

240.7

 

Income from operations

 

31.8

 

29.7

 

24.2

 

88.8

 

63.2

 

Operating margin

 

29.4%

 

28.4%

 

23.7%

 

28.0%

 

20.8%

 

Net income

 

20.6

 

18.7

 

7.9

 

49.8

 

14.6

 

Earnings per diluted share

 

$

0.29

 

$

0.26

 

$

0.13

 

$

0.71

 

$

0.25

 

Cash flow from operations

 

40.3

 

33.7

 

32.3

 

99.9

 

59.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Performance Results (Non-GAAP)(2)

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

43.3

 

$

40.7

 

$

39.3

 

$

123.8

 

$

109.0

 

Adjusted EBITDA margin

 

40.1%

 

39.0%

 

38.3%

 

39.0%

 

35.9%

 

Adjusted net income

 

29.0

 

26.6

 

17.1

 

78.6

 

44.0

 

Tax benefit of goodwill and acquired intangibles

 

3.3

 

3.3

 

4.9

 

10.0

 

14.6

 

Adjusted net income with tax benefit

 

32.3

 

29.9

 

22.0

 

88.6

 

58.5

 

Adjusted net income with tax benefit per diluted share

 

$

0.45

 

$

0.41

 

$

0.37

 

$

1.26

 

$

0.98

 

 

 

 

(1) In May 2017, the Company made a  decision to exit the Diversified Equity Franchise; all remaining AUM was transferred to the Munder Capital Management Franchise to manage beginning May 15, 2017.

 

(2) Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures.  Reconciliation of each of Adjusted EBITDA and Adjusted Net Income to net income have been provided in the non-GAAP reconciliation tables in this press release.  An explanation of these non-GAAP financial measures is included below under the heading “Information Regarding Non-GAAP Financial Measures”.

 

 

 

AUM, Flows and Investment Performance

 

Victory Capital’s AUM increased by $1.3 billion to $63.6 billion at September 30, 2018, compared to $62.3 billion at June 30, 2018. The increase was due to market appreciation of $2.1 billion, partially offset by net outflows of $0.7 billion. Gross flows for the third quarter were $2.9 billion.

 

As of September 30, 2018, Victory Capital offered 71 investment strategies through its nine autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM and strategies as of September 30, 2018.

 

Investment Performance

As of September 30, 2018

 

 

 

Trailing

 

Trailing

 

Trailing

 

Trailing

 

 

1-Year

 

3-Years

 

5-Years

 

10-Years

Percentage of AUM Outperforming Benchmark

 

69%

 

66%

 

75%

 

88%

Percentage of Strategies Outperforming Benchmark

 

58%

 

64%

 

69%

 

78%

 

3


 

Third Quarter of 2018 Compared to Second Quarter of 2018

 

For the quarter ended September 30, 2018, GAAP net income increased 10% to $20.6 million, or $0.29 per diluted share, compared to GAAP net income of $18.7 million, or $0.26 per diluted share, for the second quarter of 2018. GAAP operating margin was 29.4% for the quarter compared to 28.4% for the second quarter of 2018. Adjusted Net Income with tax benefit increased 8% to $32.3 million, or $0.45 per diluted share comprised of $0.40 per diluted share in Adjusted Net Income and $0.05 per diluted share in tax benefit, compared to $29.9 million, or $0.41 per diluted share comprised of $0.37 per diluted share in Adjusted Net Income and $0.04 per diluted share in tax benefit, for the second quarter of 2018.

 

Adjusted EBITDA and Adjusted EBITDA margin were $43.3 million and 40.1%, respectively, for the third quarter of 2018, compared to $40.7 million and 39.0% in the second quarter of 2018. Net Income, Adjusted Net Income and Adjusted EBITDA increased due to higher revenue coupled with operational efficiencies.

 

·                 Revenue was $108.1 million, an increase from $104.4 million for the second quarter of 2018 due to an increase in average AUM, partially offset by a decrease in the realized fee rate due to asset mix.

 

·                Operating expenses increased to $76.3 million, compared to $74.7 million in the second quarter of 2018 due to higher AUM, revenue and EBITDA levels which drive certain variable expenses.

 

Third Quarter of 2018 Compared to Third Quarter of 2017

 

For the quarter ended September 30, 2018, GAAP net income was $20.6 million, or $0.29 per diluted share, compared to $7.9 million, or $0.13 per diluted share, in the third quarter of 2017. GAAP operating margin increased to 29.4% for the quarter from 23.7% for the third quarter of 2017. Adjusted Net Income with tax benefit increased 48% to $32.3 million, or $0.45 per diluted share comprised of $0.40 per diluted share in Adjusted Net Income and $0.05 per diluted share in tax benefit in the third quarter of 2018, compared to $22.0 million, or $0.37 per diluted share comprised of $0.29 per diluted share in Adjusted Net Income and $0.08 per diluted share in tax benefit, in the third quarter of 2017.

 

Adjusted EBITDA and Adjusted EBITDA margin were $43.3 million and 40.1%, respectively, for the third quarter of 2018, compared to $39.3 million and 38.3%, respectively, for the third quarter a year ago. Net Income, Adjusted Net Income and Adjusted EBITDA increased due to higher revenue coupled with operational efficiencies and, specific to Net Income and Adjusted Net Income, lower interest expense in the third quarter of 2018 as a result of refinancing activities and debt pre-payments and lower tax expense.

 

·                 Revenue increased $5.7 million to $108.1 million, compared to $102.4 million for the third quarter of 2017, due to higher average AUM, partially offset by a decrease in the realized fee rate due to asset mix.

 

·                Operating expenses decreased 2% to $76.3 million, compared to $78.1 million in the third quarter of 2017, primarily due to operational efficiencies.

 

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

 

For the nine months ended September 30, 2018, GAAP net income was $49.8 million, or $0.71 per diluted share, compared to $14.6 million, or $0.25 per diluted share, for the comparable nine months of 2017. GAAP operating margin increased to 28.0% for the nine months ended September 30, 2018 from 20.8% for nine months ended September 30, 2017. Adjusted Net Income with tax benefit increased 51% to $88.6 million, or $1.26 per diluted share comprised of $1.12 per diluted share in Adjusted Net Income and $0.14 per diluted share in tax benefit for the nine months ended September 30, 2018, compared to $58.5 million, or $0.98 per diluted share comprised of $0.74 per diluted share in Adjusted Net Income and $0.24 per diluted share in tax benefit, for the nine months ended September 30, 2017.

 

Adjusted EBITDA and Adjusted EBITDA margin were $123.8 million and 39.0%, respectively, for the nine months ended September 30, 2018, compared to $109.0 million and 35.9%, respectively, for the comparable nine months a year ago. Net Income, Adjusted Net Income and Adjusted EBITDA increased due to higher revenue

 

4


 

coupled with operational efficiencies, the successful integration of RS Investments and, specific to Net Income and Adjusted Net Income, lower interest expense as a result of refinancing activities and debt pre-payments and lower tax expense.

 

·                 Revenue increased $13.4 million to $317.4 million for the nine months ended September 30, 2018, compared to $304.0 million for the nine months ended September 30, 2017, due to higher average AUM, partially offset by a decrease in the realized fee rate due to asset mix.

 

·                 Operating expenses for the nine months ended September 30, 2018 decreased 5% to $228.7 million, compared to $240.7 million for the nine months ended September 30, 2017, primarily due to operational efficiencies and the successful integration of RS Investments.

 

Balance Sheet / Capital Management

 

Cash and cash equivalents were $25.1 million at September 30, 2018, compared to $12.9 million at December 31, 2017. During the quarter, the Company pre-paid $20.0 million of debt with cash on hand. The term loan balance at September 30, 2018 was $280.0 million, a 7% reduction during the quarter.

 

During the quarter, the Company repurchased 291,585 shares at an average price of $9.68 per share.

 

Conference Call, Webcast and Slide Presentation

 

The Company will host a conference call and webcast at 8:00 a.m. Eastern Time tomorrow, November 7, 2018. Analysts and investors may participate in the question-and-answer session. The call can be accessed via telephone at (866) 465-5145 (domestic) or (409) 220-9945 (international).  Please reference the Victory Capital Conference Call. A recorded replay of the conference call will be available shortly after the conclusion of the live call and can be accessed through November 21, 2018 by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) and enter the Conference ID Number 2746159.

 

The slide presentation and webcast of the conference call can be accessed on the Events and Presentations page of the Company’s investor relations website at https://ir.vcm.com.

 

About Victory Capital

 

Victory Capital is a global investment management firm operating a next-generation, integrated multi-boutique business model with $63.6 billion in assets under management as of September 30, 2018.

 

Victory Capital’s differentiated model is comprised of nine Investment Franchises*, each with an independent culture and investment approach. Additionally, the Company offers a rules-based Solutions Platform, featuring the VictoryShares ETF brand, as well as custom and multi-asset class solutions. The Company’s Investment Franchises and Solutions Platform are supported by a centralized distribution, marketing and operational environment, in which the investment professionals can focus on the pursuit of investment excellence.

 

Victory Capital provides institutions, financial advisors and retirement platforms with a variety of asset classes and investment vehicles, including separately managed accounts, collective trusts, mutual funds, ETFs, UCITs and UMA/SMA vehicles.

 

For more information, please visit www.vcm.com.

 

*Harvest Volatility Management, LLC will become Victory Capital’s 10th Investment Franchise.

 

5


 

FORWARD-LOOKING STATEMENTS

 

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control, as discussed in Victory Capital’s filings with the SEC, that could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements.

 

Although it is not possible to identify all such risks and factors, they include, among others, the following: reductions in AUM based on investment performance, client withdrawals, difficult market conditions and other factors; the nature of the Company’s contracts and investment advisory agreements; the Company’s ability to maintain historical returns and sustain its historical growth; the Company’s dependence on third parties to market its strategies and provide products or services for the operation of its business; the Company’s ability to retain key investment professionals or members of its senior management team; the Company’s reliance on the technology systems supporting its operations; the Company’s ability to successfully acquire and integrate new companies; the concentration of the Company’s investments in long-only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company’s efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company’s ability to limit employee misconduct; the Company’s ability to meet the guidelines set by its clients; the Company’s exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company’s ability to implement effective information and cyber security policies, procedures and capabilities; the Company’s substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company’s determination that Victory Capital is not required to register as an “investment company” under the 1940 Act; the fluctuation of the Company’s expenses; the Company’s ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; the dual class structure of the Company’s common stock; the level of control over the Company retained by Crestview GP; the Company’s status as an emerging growth company and a controlled company; and other risks and factors listed under “Risk Factors” and elsewhere in the Company’s filings with the SEC.

 

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

 

6


 

Investor Relations Website

 

Victory Capital may use the Investor Relations section of its website, https://ir.vcm.com, to disclose material information to investors and the marketplace as a means of disclosing material, non-public information and for complying with disclosure obligations under Regulation Fair Disclosure (“Reg FD”).  Victory Capital encourages investors, the media and other interested parties to visit its investor relations website regularly.

 

Contacts

Investors:

Lisa Mueller, 310-622-8231

lmueller@finprofiles.com

 

Media:
Tricia Ross, 310-622-8226

tross@finprofiles.com

 

7


 

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except for shares)

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

2018

 

2017

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

Investment management fees

 

$

92,525

 

$

88,998

 

$

86,016

 

$

270,653

 

$

254,605

 

Fund administration and distribution fees

 

15,557

 

15,401

 

16,372

 

46,792

 

49,378

 

Total revenue

 

108,082

 

104,399

 

102,388

 

317,445

 

303,983

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Personnel compensation and benefits

 

38,027

 

37,140

 

36,097

 

111,970

 

106,772

 

Distribution and other asset-based expenses

 

24,269

 

24,127

 

24,801

 

73,557

 

78,226

 

General and administrative

 

6,951

 

7,088

 

8,867

 

23,095

 

26,049

 

Depreciation and amortization

 

5,574

 

5,931

 

7,055

 

17,917

 

23,340

 

Change in value of consideration payable for acquisition of business

 

-

 

(4)

 

-

 

(4)

 

(25)

 

Acquisition-related costs

 

1,451

 

(5)

 

844

 

1,446

 

1,435

 

Restructuring and integration costs

 

-

 

438

 

483

 

702

 

4,944

 

Total operating expenses

 

76,272

 

74,715

 

78,147

 

228,683

 

240,741

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

31,810

 

29,684

 

24,241

 

88,762

 

63,242

 

Operating margin

 

29.4%

 

28.4%

 

23.7%

 

28.0%

 

20.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

Interest income and other income/(expense)

 

(200)

 

8

 

753

 

(229)

 

(816)

 

Interest expense and other financing costs

 

(4,458)

 

(4,706)

 

(11,688)

 

(16,256)

 

(38,159)

 

Loss on debt extinguishment

 

-

 

-

 

(330)

 

(6,058)

 

(330)

 

Total other income (expense), net

 

(4,658)

 

(4,698)

 

(11,265)

 

(22,543)

 

(39,305)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

27,152

 

24,986

 

12,976

 

66,219

 

23,937

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(6,562)

 

(6,311)

 

(5,126)

 

(16,430)

 

(9,320)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

20,590

 

$

18,675

 

$

7,850

 

$

49,789

 

$

14,617

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share of common stock

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

$

0.27

 

$

0.14

 

$

0.76

 

$

0.27

 

Diluted

 

$

0.29

 

$

0.26

 

$

0.13

 

$

0.71

 

$

0.25

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

67,972,313

 

67,948,732

 

54,961,161

 

65,816,557

 

54,867,257

 

Diluted

 

71,863,566

 

72,135,290

 

59,738,176

 

70,168,116

 

59,517,606

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share of common stock

 

$

-

 

$

-

 

$

-

 

$

-

 

$

2.19

 

 

8


 

Victory Capital Holdings, Inc. and Subsidiaries

Reconcilation of GAAP to Non-GAAP Measures

(unaudited; in thousands, except for shares)

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

2018

 

2017

 

Net income (GAAP)

 

$

20,590

 

$

18,675

 

$

7,850

 

$

49,789

 

$

14,617

 

Income tax expense

 

(6,562)

 

(6,311)

 

(5,126)

 

(16,430)

 

(9,320)

 

Income before taxes

 

$

27,152

 

$

24,986

 

$

12,976

 

$

66,219

 

$

23,937

 

Interest expense

 

4,053

 

4,229

 

10,648

 

16,376

 

35,002

 

Depreciation

 

775

 

736

 

858

 

2,247

 

2,666

 

Other business taxes

 

350

 

443

 

619

 

1,168

 

1,459

 

Amortization of acquisition-related intangibles

 

4,799

 

5,195

 

6,197

 

15,670

 

20,673

 

Stock-based compensation

 

4,005

 

3,968

 

4,060

 

11,295

 

10,012

 

Acquisition, restructuring and exit costs

 

1,647

 

560

 

1,241

 

2,725

 

9,040

 

Debt issuance costs

 

373

 

361

 

2,419

 

7,436

 

5,247

 

Pre-IPO governance expenses

 

-

 

(3)

 

301

 

138

 

901

 

Earnings/losses from equity method investments

 

167

 

202

 

(65)

 

506

 

108

 

Adjusted EBITDA

 

$

43,321

 

$

40,677

 

$

39,254

 

$

123,780

 

$

109,045

 

Adjusted EBITDA margin

 

40.1%

 

39.0%

 

38.3%

 

39.0%

 

35.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (GAAP)

 

$

20,590

 

$

18,675

 

$

7,850

 

$

49,789

 

$

14,617

 

Adjustments to reflect the operating performance of the Company:

 

 

 

 

 

 

 

 

 

 

 

Other business taxes

 

350

 

443

 

619

 

1,168

 

1,459

 

Amortization of acquisition-related intangibles

 

4,799

 

5,195

 

6,197

 

15,670

 

20,673

 

Stock-based compensation

 

4,005

 

3,968

 

4,060

 

11,295

 

10,012

 

Acquisition, restructuring and exit costs

 

1,647

 

560

 

1,241

 

2,725

 

9,040

 

Debt issuance costs

 

373

 

361

 

2,419

 

7,436

 

5,247

 

Pre-IPO governance expenses

 

-

 

(3)

 

301

 

138

 

901

 

Tax effect of above adjustments

 

(2,794)

 

(2,631)

 

(5,638)

 

(9,608)

 

(17,986)

 

Adjusted net income

 

$

28,970

 

$

26,568

 

$

17,049

 

$

78,613

 

$

43,963

 

Adjusted net income per diluted share

 

$

0.40

 

$

0.37

 

$

0.29

 

$

1.12

 

$

0.74

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax benefit of goodwill and acquired intangibles

 

$

3,318

 

$

3,320

 

$

4,901

 

$

9,958

 

$

14,561

 

Tax benefit of goodwill and acquired intangibles per diluted share

 

$

0.05

 

$

0.04

 

$

0.08

 

$

0.14

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income with tax benefit

 

$

32,288

 

$

29,888

 

$

21,950

 

$

88,571

 

$

58,524

 

Adjusted net income with tax benefit per diluted share

 

$

0.45

 

$

0.41

 

$

0.37

 

$

1.26

 

$

0.98

 

 

9


 

Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for shares)

 

 

 

September 30, 2018

 

December 31, 2017

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

25,139

 

$

12,921

 

Receivables

 

50,421

 

55,917

 

Prepaid expenses

 

2,494

 

5,441

 

Investments

 

14,557

 

11,336

 

Property and equipment, net

 

8,632

 

8,844

 

Goodwill

 

284,108

 

284,108

 

Other intangible assets, net

 

392,331

 

408,000

 

Other assets

 

8,519

 

6,055

 

Total assets

 

$

786,201

 

$

792,622

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Accounts payable and accrued expenses

 

$

16,854

 

$

21,996

 

Accrued compensation and benefits

 

30,326

 

29,305

 

Consideration payable for acquisition of business

 

5,788

 

9,856

 

Deferred tax liability, net

 

7,153

 

4,068

 

Other liabilities

 

15,803

 

12,989

 

Long-term debt(1)

 

268,383

 

483,225

 

Total liabilities

 

344,307

 

561,439

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value per share: 2018 - no shares authorized, issued and outstanding; 2017 - 78,837,300 shares authorized, 57,182,730 issued and 55,118,673 shares outstanding

 

 

572

 

Class A common stock, $0.01 par value per share: 2018 - 400,000,000 shares authorized, 14,787,264 shares issued and 14,429,567 shares outstanding; 2017 - no shares authorized, issued and outstanding

 

148

 

 

Class B common stock, $0.01 par value per share: 2018 - 200,000,000 shares authorized, 55,639,613 shares issued and 53,492,633 shares outstanding; 2017 - no shares authorized, issued and outstanding

 

556

 

 

Additional paid-in capital

 

599,875

 

435,334

 

Class A treasury stock, at cost: 2018 - 357,697 shares; 2017 - no shares

 

(3,542)

 

 

Class B treasury stock, at cost: 2018 - 2,146,980 shares; 2017 - 2,064,057 shares

 

(21,719)

 

(20,899)

 

Accumulated other comprehensive income

 

63

 

64

 

Retained deficit

 

(133,487)

 

(183,888)

 

Total stockholders’ equity

 

441,894

 

231,183

 

Total liabilities and stockholders’ equity

 

$

786,201

 

$

792,622

 

 

(1)        Balance at September 30, 2018 is shown net of unamortized loan discount and debt issuance costs in the amount of $11.6 million.  The gross amount of the debt outstanding was $280.0 million.

 

10


 

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management

(unaudited; in millions)

 

 

 

For the Three Months Ended

 

% Change from

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

2018

 

2017

 

Beginning assets under management

 

$

62,256

 

$

60,855

 

$

56,973

 

2%

 

9%

 

Gross client cash inflows

 

2,896

 

3,521

 

3,879

 

-18%

 

-25%

 

Gross client cash outflows

 

(3,568)

 

(3,623)

 

(4,657)

 

-2%

 

-23%

 

Net client cash flows

 

(672)

 

(102)

 

(778)

 

559%

 

-14%

 

Market appreciation (depreciation)

 

2,056

 

1,503

 

2,801

 

37%

 

-27%

 

Net transfers

 

-

 

-

 

-

 

n/m

 

n/m

 

Ending assets under management

 

$

63,640

 

$

62,256

 

$

58,997

 

2%

 

8%

 

Average assets under management

 

$

63,447

 

$

61,617

 

$

57,875

 

3%

 

10%

 

Net client cash flows excluding Diversified Equity

 

$

(672)

 

$

(102)

 

$

(778)

 

559%

 

-14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 

% Change from

 

 

 

 

 

September 30,

 

September 30,

 

 

 

September 30,

 

 

 

 

 

2018

 

2017

 

 

 

2017

 

 

 

Beginning assets under management

 

$

61,771

 

$

54,965

 

 

 

12%

 

 

 

Gross client cash inflows

 

10,102

 

12,558

 

 

 

-20%

 

 

 

Gross client cash outflows

 

(11,510)

 

(14,323)

 

 

 

-20%

 

 

 

Net client cash flows

 

(1,408)

 

(1,765)

 

 

 

-20%

 

 

 

Market appreciation (depreciation)

 

3,285

 

5,796

 

 

 

-43%

 

 

 

Net transfers

 

(8)

 

-

 

 

 

n/m

 

 

 

Ending assets under management

 

$

63,640

 

$

58,997

 

 

 

8%

 

 

 

Average assets under management

 

$

62,361

 

$

56,979

 

 

 

9%

 

 

 

Net client cash flows excluding Diversified Equity

 

$

(1,408)

 

$

(1,146)

 

 

 

23%

 

 

 

 

11


 

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

 

For the Three Months Ended

 

By Asset Class

 

 

 

U.S. Mid
Cap Equity

 

U.S. Small
Cap Equity

 

Fixed
Income

 

U.S. Large
Cap Equity

 

Global /
Non-U.S.
Equity

 

Solutions

 

Commodity

 

Other

 

Total

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

24,485

 

$

15,971

 

$

6,978

 

$

4,577

 

$

4,705

 

$

3,815

 

$

1,291

 

$

434

 

$

62,256

 

Gross client cash inflows

 

964

 

740

 

449

 

42

 

307

 

321

 

27

 

46

 

2,896

 

Gross client cash outflows

 

(1,660)

 

(860)

 

(346)

 

(179)

 

(193)

 

(61)

 

(238)

 

(31)

 

(3,568)

 

Net client cash flows

 

(696)

 

(120)

 

103

 

(137)

 

114

 

260

 

(211)

 

15

 

(672)

 

Market appreciation (depreciation)

 

1,225

 

587

 

67

 

204

 

(81)

 

149

 

(114)

 

19

 

2,056

 

Net transfers

 

-   

 

-   

 

1

 

-   

 

-   

 

-   

 

-   

 

(1)

 

-   

 

Ending assets under management

 

$

25,014

 

$

16,438

 

$

7,149

 

$

4,644

 

$

4,738

 

$

4,224

 

$

966

 

$

467

 

$

63,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

24,205

 

$

15,095

 

$

7,311

 

$

4,635

 

$

4,334

 

$

3,563

 

$

1,298

 

$

414

 

$

60,855

 

Gross client cash inflows

 

1,125

 

867

 

303

 

103

 

669

 

381

 

46

 

27

 

3,521

 

Gross client cash outflows

 

(1,422)

 

(745)

 

(652)

 

(287)

 

(182)

 

(169)

 

(133)

 

(33)

 

(3,623)

 

Net client cash flows

 

(297)

 

122

 

(349)

 

(184)

 

487

 

212

 

(87)

 

(6)

 

(102)

 

Market appreciation (depreciation)

 

558

 

773

 

16

 

113

 

(116)

 

40

 

80

 

39

 

1,503

 

Net transfers

 

19

 

(19)

 

-   

 

13

 

-   

 

-   

 

-   

 

(13)

 

-   

 

Ending assets under management

 

$

24,485

 

$

15,971

 

$

6,978

 

$

4,577

 

$

4,705

 

$

3,815

 

$

1,291

 

$

434

 

$

62,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

22,390

 

$

14,453

 

$

7,708

 

$

4,825

 

$

3,605

 

$

2,227

 

$

1,421

 

$

344

 

$

56,973

 

Gross client cash inflows

 

1,771

 

996

 

485

 

36

 

195

 

332

 

56

 

8

 

3,879

 

Gross client cash outflows

 

(1,766)

 

(1,612)

 

(512)

 

(185)

 

(348)

 

(58)

 

(144)

 

(32)

 

(4,657)

 

Net client cash flows

 

5

 

(616)

 

(27)

 

(149)

 

(153)

 

274

 

(88)

 

(24)

 

(778)

 

Market appreciation (depreciation)

 

993

 

996

 

80

 

130

 

283

 

90

 

199

 

28

 

2,801

 

Net transfers

 

-   

 

-   

 

16

 

-   

 

-   

 

34

 

(15)

 

(35)

 

-   

 

Ending assets under management

 

$

23,388

 

$

14,833

 

$

7,777

 

$

4,806

 

$

3,735

 

$

2,625

 

$

1,517

 

$

314

 

$

58,997

 

 

12


 

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

 

For the Nine Months Ended

 

By Asset Class

 

 

U.S. Mid
Cap Equity

 

U.S. Small
Cap Equity

 

Fixed
Income

 

U.S. Large
Cap Equity

 

Global /
Non-U.S.
Equity

 

Solutions

 

Commodity

 

Other

 

Total

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

25,185

 

$

15,308

 

$

7,551

 

$

4,789

 

$

4,105

 

$

3,028

 

$

1,419

 

$

386

 

$

61,771

Gross client cash inflows

 

3,292

 

2,383

 

1,145

 

200

 

1,420

 

1,307

 

200

 

155

 

10,102

Gross client cash outflows

 

(5,162)

 

(2,527)

 

(1,637)

 

(677)

 

(594)

 

(307)

 

(517)

 

(89)

 

(11,510)

Net client cash flows

 

(1,870)

 

(144)

 

(492)

 

(477)

 

826

 

1,000

 

(317)

 

66

 

(1,408)

Market appreciation (depreciation)

 

1,680

 

1,293

 

89

 

320

 

(185)

 

156

 

(136)

 

68

 

3,285

Net transfers

 

19

 

(19)

 

1

 

12

 

(8)

 

40

 

-

 

(53)

 

(8)

Ending assets under management

 

$

25,014

 

$

16,438

 

$

7,149

 

$

4,644

 

$

4,738

 

$

4,224

 

$

966

 

$

467

 

$

63,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

20,083

 

$

14,090

 

$

7,726

 

$

5,921

 

$

3,460

 

$

1,602

 

$

1,882

 

$

202

 

$

54,965

Gross client cash inflows

 

6,287

 

2,897

 

1,375

 

173

 

558

 

978

 

234

 

56

 

12,558

Gross client cash outflows

 

(5,480)

 

(3,849)

 

(1,586)

 

(1,419)

 

(1,123)

 

(161)

 

(624)

 

(81)

 

(14,323)

Net client cash flows

 

807

 

(952)

 

(211)

 

(1,246)

 

(565)

 

817

 

(390)

 

(25)

 

(1,765)

Market appreciation (depreciation)

 

2,497

 

1,695

 

319

 

137

 

840

 

206

 

25

 

75

 

5,796

Net transfers

 

1

 

-

 

(57)

 

(6)

 

-

 

-

 

-

 

62

 

-

Ending assets under management

 

$

23,388

 

$

14,833

 

$

7,777

 

$

4,806

 

$

3,735

 

$

2,625

 

$

1,517

 

$

314

 

$

58,997

 

13


 

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

 

 

For the Three Months Ended

 

By Vehicle

 

 

Mutual
Funds
(1)

 

ETFs

 

Separate
Accounts
and Other
Vehicles
(2)

 

Total

September 30, 2018

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

37,818

 

$

2,906

 

$

21,532

 

$

62,256

Gross client cash inflows

 

2,098

 

305

 

493

 

2,896

Gross client cash outflows

 

(2,950)

 

(18)

 

(600)

 

(3,568)

Net client cash flows

 

(852)

 

287

 

(107)

 

(672)

Market appreciation (depreciation)

 

1,223

 

102

 

731

 

2,056

Net transfers

 

-

 

-

 

-

 

-

Ending assets under management

 

$

38,189

 

$

3,295

 

$

22,156

 

$

63,640

 

 

 

 

 

 

 

 

 

June 30, 2018

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

36,989

 

$

2,674

 

$

21,192

 

$

60,855

Gross client cash inflows

 

2,555

 

296

 

670

 

3,521

Gross client cash outflows

 

(2,708)

 

(96)

 

(819)

 

(3,623)

Net client cash flows

 

(153)

 

200

 

(149)

 

(102)

Market appreciation (depreciation)

 

963

 

32

 

508

 

1,503

Net transfers

 

19

 

-

 

(19)

 

-

Ending assets under management

 

$

37,818

 

$

2,906

 

$

21,532

 

$

62,256

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

36,133

 

$

1,578

 

$

19,262

 

$

56,973

Gross client cash inflows

 

2,759

 

237

 

883

 

3,879

Gross client cash outflows

 

(3,479)

 

(2)

 

(1,176)

 

(4,657)

Net client cash flows

 

(720)

 

235

 

(293)

 

(778)

Market appreciation (depreciation)

 

1,928

 

62

 

811

 

2,801

Net transfers

 

-

 

-

 

-

 

-

Ending assets under management

 

$

37,341

 

$

1,875

 

$

19,780

 

$

58,997

 

(1) Includes institutional and retail share classes and VIP funds.

(2) Includes collective trust funds, wrap program separate accounts and unified managed accounts or UMAs.

 

14


 

Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

 

For the Nine Months Ended

 

By Vehicle

 

 

Mutual
Funds
(1)

 

ETFs

 

Separate
Accounts
and Other
Vehicles
(2)

 

Total

September 30, 2018

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

37,967

 

$

2,250

 

$

21,555

 

$

61,771

Gross client cash inflows

 

7,279

 

1,082

 

1,741

 

10,102

Gross client cash outflows

 

(8,924)

 

(143)

 

(2,443)

 

(11,510)

Net client cash flows

 

(1,645)

 

939

 

(702)

 

(1,408)

Market appreciation (depreciation)

 

1,878

 

106

 

1,301

 

3,285

Net transfers

 

(11)

 

-

 

3

 

(8)

Ending assets under management

 

$

38,189

 

$

3,295

 

$

22,156

 

$

63,640

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

Beginning assets under management

 

$

33,975

 

$

906

 

$

20,085

 

$

54,965

Gross client cash inflows

 

9,658

 

833

 

2,067

 

12,558

Gross client cash outflows

 

(10,138)

 

(4)

 

(4,181)

 

(14,323)

Net client cash flows

 

(480)

 

829

 

(2,114)

 

(1,765)

Market appreciation (depreciation)

 

3,851

 

140

 

1,805

 

5,796

Net transfers

 

(5)

 

-

 

5

 

-

Ending assets under management

 

$

37,341

 

$

1,875

 

$

19,780

 

$

58,997

 

(1) Includes institutional and retail share classes and VIP funds.

(2) Includes collective trust funds, wrap program separate accounts and unified managed accounts or UMAs.

 

15


 

Information Regarding Non-GAAP Financial Measures

 

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

 

Adjusted EBITDA

 

Adjustments made to GAAP Net Income to calculate Adjusted EBITDA are:

 

·    Adding back income tax;

 

·    Adding back interest paid on debt and other financing costs net of interest income;

 

·    Adding back depreciation on property and equipment;

 

·    Adding back other business taxes;

 

·    Adding back amortization of acquisition-related intangibles;

 

·    Adding back the expense associated with stock-based compensation associated with equity issued from pools that were created in connection with the management-led buyout with Crestview GP from KeyCorp, the Munder Acquisition and the RS Acquisition and as a result of any equity grants related to the IPO;

 

·    Adding back direct incremental costs of acquisitions and the IPO, including expenses associated with third-party advisors, proxy solicitations of mutual fund shareholders for transaction consents, vendor contract early termination costs, loss on other receivable recorded in connection with an acquisition and severance, retention and transaction incentive compensation;

 

·    Adding back debt issuance costs;

 

·   Adding back pre-IPO governance expenses paid to the Company’s private equity partners that terminated as of the completion of the IPO; and

 

·    Adjusting for earnings/losses on equity method investments.

 

Adjusted Net Income

 

Adjustments made to GAAP Net Income to calculate Adjusted Net Income are:

 

·    Adding back other business taxes;

 

·    Adding back amortization of acquisition-related intangibles;

 

·     Adding back the expense associated with stock-based compensation associated with equity issued from pools that were created in connection with the management-led buyout with Crestview GP from KeyCorp, the Munder Acquisition and the RS Acquisition and as a result of any equity grants related to the IPO;

 

·     Adding back direct incremental costs of acquisitions and the IPO, including expenses associated with third-party advisors, proxy solicitations of mutual fund shareholders for transaction consents, vendor contract early termination costs, loss on other receivable recorded in connection with an acquisition and severance, retention and transaction incentive compensation;

 

·    Adding back debt issuance costs;

 

·   Adding back pre-IPO governance expenses paid to the Company’s private equity partners that terminated as of the completion of the IPO; and

 

·    Subtracting an estimate of income tax expense on the adjustments.

 

16


 

Tax Benefit of Goodwill and Acquired Intangibles

 

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

 

17