Third Quarter 2021 Highlights

• Total Assets Under Management (AUM) of $159.9 billion
• Long-term gross flows of $5.7 billion
• Long-term net inflows of $0.1 billion
• GAAP operating margin expands to 43.7%
• Adjusted EBITDA margin expands to 50.8%¹
• GAAP net income of $1.00 per diluted share
• Adjusted net income with tax benefit of $1.25 per diluted share¹
• Board authorizes 13% increase in regular quarterly cash dividend

Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported financial results for the quarter ended September 30, 2021.

“Adjusted EBITDA margins were greater than 50% for the past five consecutive quarters. Over that same period, we generated sequential growth in revenue and earnings, and set new records for both in the third quarter,” said David Brown, Chairman and Chief Executive Officer. “The third quarter also marked our second consecutive quarter of achieving positive net flows. Additionally during the quarter we announced the launch of our alternative investments platform with the acquisition of New Energy Capital.

“Today, we also disclosed plans to become a leader in the growing SMA market segment with the acquisition of WestEnd Advisors—a fast growing third-party ETF model specialist. Combining WestEnd’s excellent investment performance with the depth and breadth of our established distribution creates a tremendous opportunity to accelerate organic growth and create substantial value.

“We continued to allocate capital to reduce debt in the third quarter, and lowered our net leverage ratio to 1.3x. At the same time, we also increased our cash position to help fund the NEC acquisition, which closed earlier this week. For the WestEnd acquisition, fully committed debt financing is already in place. Additionally, our Board declared another increase in our quarterly cash dividend, which was raised to $0.17 per share.

“Importantly, as always, we continued to focus on our top priority which is generating strong investment performance and serving our clients.”

The table below presents AUM, and certain GAAP and non-GAAP (“adjusted”) financial results. Due to rounding, AUM values and other amounts in this press release may not add up precisely to the totals provided.

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

AUM, Flows and Investment Performance

Victory Capital’s total AUM decreased by 1.3%, or $2.0 billion, to $159.9 billion at September 30, 2021, compared with $161.9 billion at June 30, 2021. The decrease was primarily attributable to negative market action of $2.1 billion. Total gross flows were $5.8 billion for the third quarter and $22.7 billion for the year-to-date period. Long-term AUM decreased by 1.2%, or $2.0 billion, to $156.7 billion at September 30, 2021, compared with $158.7 billion at June 30, 2021. For the third quarter, the Company reported long-term gross flows of $5.7 billion and net long-term inflows of $0.1 billion. For the year-to-date period, the Company reported long-term gross flows of $22.4 billion and net long-term outflows of $0.6 billion.

At September 30, 2021, Victory Capital offered 124 investment strategies through its 10 autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of September 30, 2021.

Third Quarter 2021 Compared with Second Quarter 2021

Revenue increased 2.0% to $226.3 million, in the third quarter, compared with $221.9 million in the second quarter, primarily due to higher average AUM. GAAP operating margin expanded 80 basis points in the third quarter to 43.7%, up from 42.9% in the second quarter. Third quarter GAAP net income increased 7.1% to $74.2 million, up from $69.3 million in the prior quarter. On a per-share basis, GAAP net income increased 7.5% to $1.00 per diluted share in the third quarter, versus $0.93 per diluted share in the second quarter.

Adjusted net income with tax benefit increased 6.2% to $92.6 million in the third quarter, up from $87.2 million in the second quarter. On a per-share basis, adjusted net income with tax benefit increased 5.9% to $1.25 per diluted share in the third quarter, from $1.18 per diluted share in the prior quarter. Adjusted EBITDA increased 2.4% to $115.0 million in the third quarter, versus $112.2 million in the second quarter. Adjusted EBITDA margin expanded 20 basis points in the third quarter of 2021 to 50.8%, compared with 50.6% in the prior quarter.

Third Quarter 2021 Compared with Third Quarter 2020

Revenue for the three months ended September 30, 2021, rose 19.9% to $226.3 million, compared with $188.7 million in the same quarter of 2020. The increase was primarily due to higher average AUM.

Illustrating the inherent operating leverage in the Company’s business model, third quarter operating expenses increased 17.8% to $127.3 million, compared with $108.1 million in last year’s third quarter, reflecting variable operating expenses that rose as a result of the higher average AUM and earnings as well as continued investments to support future growth. GAAP operating margin expanded 100 basis points to 43.7% in the third quarter, from 42.7% in the same quarter of 2020. GAAP net income rose 33.1% to $74.2 million, or $1.00 per diluted share, in the third quarter compared with $55.7 million, or $0.76 per diluted share, in the same quarter of 2020.

Adjusted net income with tax benefit advanced 26.1% to $92.6 million, or $1.25 per diluted share, in the third quarter, compared with $73.4 million, or $1.00 per diluted share in the same quarter last year. Adjusted EBITDA rose 20.2% to $115.0 million in the third quarter, compared with $95.6 million in last year’s same quarter. Year-over-year, adjusted EBITDA margin expanded 10 basis points to 50.8% in the third quarter of 2021, compared with 50.7% in the same quarter last year.

Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020

Revenue for the nine months ended September 30, 2021, rose 15.0% to $661.1 million, compared with $575.0 million in the same period of 2020. The increase was primarily due to higher average AUM.

Displaying the inherent operating leverage in the Company’s business model, operating expenses increased 11.6% to $377.1 million for the nine months ended September 30, 2021, compared with $337.9 million in the same period in 2020, reflecting the Company’s variable operating expenses that rose as a result of the higher average AUM and earnings as well as continued investments to support future growth. GAAP operating margin was 43.0% for the nine months ended September 30, 2021, a 180 basis point increase from the 41.2% recorded in the same period in 2020 primarily due to improved operating leverage. GAAP net income rose 32.4% to $208.6 million, or $2.81 per diluted share, in the first nine months of 2021 compared with $157.6 million, or $2.14 per diluted share, in the same period in 2020.

Adjusted net income with tax benefit advanced 27.3% to $263.4 million, or $3.55 per diluted share, in the first nine months of 2021, compared with $206.9 million, or $2.81 per diluted share in the same period in 2020. For the nine months ended September 30, 2021, adjusted EBITDA rose 22.2% to $334.1 million, compared with $273.5 million for the same period in 2020. Year-over-year, adjusted EBITDA margin expanded 290 basis points to 50.5% in the first nine months of 2021, compared with 47.6% in the same period last year.

Balance Sheet / Capital Management

During the third quarter, the Company reduced outstanding debt by an additional $35.0 million for a total debt reduction of $453.8 million, since July 1, 2019.

During the third quarter, the Company repurchased 189 thousand shares under the 10b-5 plan.

Today, the Company’s Board of Directors declared another increase in our quarterly cash dividend, which was raised to $0.17 per share, a 13% increase over the dividend declared in the prior quarter. The dividend is payable on December 27, 2021, to shareholders of record on December 10, 2021.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, November 5, at 8:00 a.m. ET to discuss the results. Analysts and investors may participate in the question-and-answer session. To participate in the conference call, please call (877) 823-8673 (domestic) or (647) 689-4067 (international), shortly before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available via the investor relations section of the Company’s website at https://ir.vcm.com. Prior to the call, a supplemental slide presentation that will be used during the conference call will be available on the Events and Presentations page of the Company’s investor relations website. For anyone who is unable to join the live event, an archive of the webcast will be available for replay shortly after the call concludes.

About Victory Capital

Victory Capital is a diversified global asset management firm with $159.9 billion in assets under management as of September 30, 2021. The Company operates a next-generation business model combining boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform.

Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 11 autonomous Investment Franchises and a Solutions Platform, Victory Capital offers a wide array of investment styles and investment vehicles including, actively managed mutual funds, separately managed accounts, active ETFs, multi-asset class strategies, custom-designed solutions, private funds, and a 529 Education Savings Plan.

For more information, please visit www.vcm.com or follow us on: Twitter and LinkedIn.

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 such as the COVID-19 pandemic and its effect on our business, operations and financial results going forward, 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 such as a pandemic; the nature of the Company’s contracts and investment advisory agreements; the Company’s ability to maintain historical returns and sustain its historical growth; the Company’s dependence on third parties to market its strategies and provide products or services for the operation of its business; the Company’s ability to retain key investment professionals or members of its senior management team; the Company’s reliance on the technology systems supporting its operations; the Company’s ability to successfully acquire and integrate new companies; the concentration of the Company’s investments in long-only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company’s efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company’s ability to limit employee misconduct; the Company’s ability to meet the guidelines set by its clients; the Company’s exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company’s ability to implement effective information and cyber security policies, procedures and capabilities; the Company’s substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company’s determination that Victory Capital is not required to register as an "investment company" under the 1940 Act; the fluctuation of the Company’s expenses; the Company’s ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; the 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.

Information Regarding Non-GAAP Financial Measures

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

Adjusted EBITDA

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

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

Adjusted Net Income

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

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

Tax Benefit of Goodwill and Acquired Intangible Assets

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

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