VCTR Victory Capital Holdings Inc

 

 

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

February 6, 2025

Date of Report (date of earliest event reported)

 

 

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 No.)

 

15935 La Cantera Parkway; San Antonio, TX		78256
(Address of principal executive offices)		(Zip Code)

 

(216) 898‑2400

(Registrant’s telephone number, including area code)

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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	VCTR	NASDAQ

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 ☐

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. 

 

 

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Item 2.02. Results of Operations and Financial Condition

On February 6, 2025, Victory Capital Holdings, Inc., (the “Company”) issued a press release (the “Earnings Press Release”) reporting results for the three months and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in this Item 2.02, including Exhibit 99.1, 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, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		Description
99.1		Earnings Press Release dated February 6, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE(S)

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.
Date: February 6, 2025		By:	/s/ MICHAEL D. POLICARPO
			Name: Michael D. Policarpo
			Title: President, Chief Financial Officer and Chief Administrative Officer

 

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	NEWS RELEASE

Victory Capital Reports Record Fourth-Quarter
and Full-Year Earnings Per Share

Fourth-Quarter Highlights

San Antonio, Texas, February 6, 2025 — Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the Company”) today reported financial results for the quarter ended December 31, 2024.

“2024 was a transformational year for Victory Capital,” said David Brown, Chairman and Chief Executive Officer. “During 2024, we entered into a strategic relationship with Amundi Asset Management S.A.S ("Amundi”) that will elevate our Company in several ways. Through the acquisition of its U.S. business, the former Pioneer Investments, we will further diversify and deepen our investment capabilities as well as strengthen our U.S. intermediary distribution efforts. Simultaneously, the 15-year exclusive distribution agreement will globalize our Company by substantially broadening and deepening our distribution reach outside of the U.S.

“We remain on track to close the acquisition by the end of the first quarter of 2025, and we are reaffirming our previous guidance of $100 million in expense synergies.

“Our business and financial performance for the fourth quarter and full year produced record results. We achieved the highest adjusted earnings per diluted share with tax benefit, adjusted EBITDA, and adjusted EBITDA margin in the history of our firm for both the quarterly and full-year periods.

“Our Investment Franchises and Solutions platform continued to deliver strong investment performance for our clients. The percentage of our AUM outperforming benchmarks over the respective 3-, 5-, and 10-year periods was 59%, 73%, and 79% at year end. In addition, 66% of our AUM in mutual funds and ETFs was rated four or five stars overall by Morningstar.

“We continued to return capital to our shareholders during the quarter. In December, the Board authorized a new $200 million share repurchase program expanding on the prior $100 million authorization that was completed during the quarter. The Board also authorized a 7% increase in our quarterly cash dividend to $0.47 per share, which will be paid in March and is the highest quarterly dividend payout in our Company history.

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“As always, we continue to focus on serving our clients, which is our top priority.”

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)

		For the Three Months Ended															For the Year Ended
		December 31,					September 30,					December 31,					December 31,					December 31,
		2024					2024					2023					2024					2023
Assets Under Management1
Ending		$		171,930			$		176,113			$		161,322			$		171,930			$		161,322
Average				175,741					171,876					151,870					169,658					153,455
AUM Long-term Flows2
Long-term Gross		$		6,615			$		5,876			$		6,357			$		25,255			$		22,651
Long-term Net				(1,729	)				(2,631	)				(1,334	)				(7,090	)				(5,584	)
AUM Money Market/Short-term Flows
Money Market / Short-term Gross		$		178			$		244			$		188			$		912			$		853
Money Market / Short-term Net				(140	)				(5	)				(47	)				(287	)				(391	)
AUM Total Flows
Total Gross		$		6,793			$		6,120			$		6,545			$		26,167			$		23,504
Total Net				(1,870	)				(2,636	)				(1,381	)				(7,377	)				(5,976	)
Consolidated Financial Results (GAAP)
Revenue		$		232.4			$		225.6			$		205.8			$		893.5			$		821.0
AUM revenue realization (in bps)				52.5					52.1					53.6					52.6					53.4
Operating expenses				120.6					105.3					119.5					466.0					492.6
Income from operations				111.7					120.4					86.3					427.5					328.5
Operating margin				48.1	%				53.3	%				41.9	%				47.8	%				40.0	%
Net income				76.9					82.0					55.2					288.9					213.2
Earnings per diluted share		$		1.17			$		1.24			$		0.82			$		4.38			$		3.12
Cash flow from operations				91.8					99.8					97.1					340.0					330.3
Adjusted Performance Results (Non-GAAP)3
Adjusted EBITDA		$		125.5			$		121.3			$		107.6			$		475.6			$		418.0
Adjusted EBITDA margin				54.0	%				53.7	%				52.3	%				53.2	%				50.9	%
Adjusted net income				85.0					78.9					67.4					312.9					269.7
Tax benefit of goodwill and acquired intangible assets				10.1					10.1					9.7					40.2					38.3
Adjusted net income with tax benefit				95.1					89.0					77.0					353.1					307.9
Adjusted net income with tax benefit per diluted share		$		1.45			$		1.35			$		1.15			$		5.36			$		4.51

 

 

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

2 Long-term AUM is defined as total AUM excluding Money Market and Short-term assets.

3 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

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AUM, Flows and Investment Performance

At December 31, 2024, Victory Capital had total client assets of $176.1 billion, assets under management of $171.9 billion, and other assets of $4.2 billion. Total AUM decreased by $4.2 billion to $171.9 billion at December 31, 2024, compared with $176.1 billion at September 30, 2024. The decrease was due to negative market action of $2.2 billion and net outflows of $1.9 billion. Total gross flows for the fourth quarter were $6.8 billion, including long-term gross flows of $6.6 billion.

As of December 31, 2024, Victory Capital offered 124 investment strategies through its 11 autonomous Investment Franchises and Solutions Platform. The table below presents outperformance against benchmarks by AUM as of December 31, 2024.

Percentage of AUM Outperforming Benchmark
Trailing		Trailing		Trailing		Trailing
1-Year		3-Years		5-Years		10-Years
47%		59%		73%		79%

Fourth Quarter 2024 Compared with Third Quarter 2024

Revenue increased 3.0% to $232.4 million in the fourth quarter, compared with $225.6 million in the third quarter, primarily due to higher average AUM over the comparable period. GAAP operating margin contracted 520 basis points in the fourth quarter to 48.1%, down from 53.3% in the third quarter primarily due to a $15.6 million increase in compensation related expenses partially offset by a $2.9 million decrease in acquisition-related costs. Fourth quarter GAAP net income decreased 6.2% to $76.9 million, or $1.17 per diluted share, down from $82.0 million, or $1.24 per diluted share, in the prior quarter.

 

Adjusted net income with tax benefit increased 6.8% to $95.1 million, or $1.45 per diluted share in the fourth quarter, up from $89.0 million, or $1.35 per diluted share, in the third quarter. Adjusted EBITDA increased 3.5% to $125.5 million in the fourth quarter, versus $121.3 million in the third quarter. Adjusted EBITDA margin expanded 30 basis points in the fourth quarter of 2024 to 54.0% compared with 53.7% in the prior quarter.

Fourth Quarter 2024 Compared with Fourth Quarter 2023

Revenue for the three months ended December 31, 2024, increased 12.9% to $232.4 million, compared with $205.8 million in the same quarter of 2023 as a result of higher average AUM over the comparable period. Operating expenses increased 1.0% to $120.6 million, compared with $119.5 million in last year’s fourth quarter due to the combination of increases in compensation and acquisition related expenses, partially offset by a non-cash difference in amounts recorded to the change in the fair value of consideration payable for acquisitions as well as a decrease in general and administrative expenses. GAAP operating margin expanded 620 basis points to 48.1% in the fourth quarter, from 41.9% in the same quarter of 2023. GAAP net income increased 39.4% to $76.9 million, or $1.17 per diluted share, in the fourth quarter compared with $55.2 million, or $0.82 per diluted share, in the same quarter of 2023.

 

Adjusted net income with tax benefit increased 23.5% to $95.1 million, or $1.45 per diluted share, in the fourth quarter, compared with $77.0 million, or $1.15 per diluted share in the same quarter last year. Adjusted EBITDA increased 16.7% to $125.5 million, compared with $107.6 million in

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the same quarter of last year. Year-over-year, adjusted EBITDA margin expanded 170 basis points to 54.0% in the fourth quarter of 2024, compared with 52.3% in the same quarter last year.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

Revenue for the year ended December 31, 2024, increased 8.8% to $893.5 million, compared with $821.0 million in the same period of 2023. The increase was primarily due to higher average AUM.

 

Operating expenses decreased 5.4% to $466.0 million for the year ended December 31, 2024, compared with $492.6 million in the same period in 2023 due to the combination of a non-cash $20.5 million difference in amounts recorded to the change in the fair value of consideration payable for acquisitions as well as a decreases in compensation related expenses, distribution and other asset based expenses, and depreciation and amortization expense, partially offset by an increase in acquisition-related costs. GAAP operating margin was 47.8% for the year ended December 31, 2024, a 780 basis point increase from the 40.0% recorded in the same period in 2023. GAAP net income increased 35.5% to $288.9 million, or $4.38 per diluted share, in 2024 compared with $213.2 million, or $3.12 per diluted share, in 2023.

 

Adjusted net income with tax benefit increased 14.7% to $353.1 million for the year ended December 31, 2024, up from $307.9 million in 2023. On a per-share basis, adjusted net income with tax benefit increased 18.8% to $5.36 per diluted share for the year ended December 31, 2024 compared to $4.51 per diluted share in 2023. For the year ended December 31, 2024, adjusted EBITDA increased 13.8% to $475.6 million, compared with $418.0 million for the same period in 2023. Year-over-year, adjusted EBITDA margin expanded 230 basis points to 53.2% for the year ended December 31, 2024, compared with 50.9% in the previous year.

Balance Sheet / Capital Management

The total debt outstanding as of December 31, 2024 was approximately $972 million and consisted of an existing term loan balance of $625 million and the 2021 Incremental Term Loans balance of $347 million.

The Company’s Board of Directors approved a regular quarterly cash dividend of $0.47 per share. The dividend is payable on March 10, 2025, to shareholders of record on February 18, 2025.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call tomorrow morning, February 7, 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 1-800-715-9871 (domestic) or 1-646-307-1963 (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 total assets under management of $171.9 billion, and $176.1 billion in total client assets, as of December 31, 2024. The Company

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employs a next-generation business strategy that combines 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 Business, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services.

Victory Capital is headquartered in San Antonio, Texas, with offices and investment professionals in the U.S. and around the world. To learn more please visit www.vcm.com or follow Victory Capital on Facebook, Twitter, and LinkedIn.

FORWARD-LOOKING STATEMENTS

This earnings release may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. 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 and include, but are not limited to, statements regarding the proposed transaction and the outlook for Victory Capital’s or Amundi’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s and Amundi’s control and could cause Victory Capital’s and Amundi’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: continued geopolitical uncertainty including the conflicts in Ukraine and Israel, risks that the conditions to closing the transaction with Amundi US will be satisfied and the transaction will close on the anticipated timeline, if at all; risks associated with expected benefits, or impact on our business, of the proposed transaction, including our ability to achieve any expected synergies; 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

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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 level of control over the Company retained by Crestview GP; 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.

Contacts

 

Investors:

Matthew Dennis, CFA

Chief of Staff

Director, Investor Relations

216-898-2412

mdennis@vcm.com

Media:
Jessica Davila
Director, Global Communications
210-694-9693
jessica_davila@vcm.com 

 

 

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Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands except per share data and percentages)

 

		For the Three Months Ended															For the Year Ended
		December 31,					September 30,					December 31,					December 31,					December 31,
		2024					2024					2023					2024					2023
Revenue
Investment management fees		$		183,826			$		177,809			$		160,677			$		704,583			$		640,876
Fund administration and distribution fees				48,545					47,819					45,117					188,894					180,152
Total revenue				232,371					225,628					205,794					893,477					821,028
Expenses
Personnel compensation and benefits				58,857					43,243					53,949					217,214					220,992
Distribution and other asset-based expenses				36,924					36,828					36,438					146,489					149,596
General and administrative				14,268					14,029					16,702					56,694					56,287
Depreciation and amortization				7,514					7,510					7,984					30,176					41,647
Change in value of consideration payable for acquisition of business				294					(1,600	)				4,000					2,694					23,236
Acquisition-related costs				2,135					5,075					83					11,285					217
Restructuring and integration costs				634					180					320					1,411					595
Total operating expenses				120,626					105,265					119,476					465,963					492,570
Income from operations				111,745					120,363					86,318					427,514					328,458
Operating margin				48.1	%				53.3	%				41.9	%				47.8	%				40.0	%
Other income (expense)
Interest income and other income (expense)				1,768					3,551					3,765					10,441					8,732
Interest expense and other financing costs				(14,657	)				(16,414	)				(16,561	)				(63,836	)				(61,282	)
Gain (loss) on debt extinguishment				(263	)				—					—					(363	)				—
Total other expense, net				(13,152	)				(12,863	)				(12,796	)				(53,758	)				(52,550	)
Income before income taxes				98,593					107,500					73,522					373,756					275,908
Income tax expense				(21,654	)				(25,517	)				(18,316	)				(84,892	)				(62,751	)
Net income		$		76,939			$		81,983			$		55,206			$		288,864			$		213,157
Earnings per share of common stock
Basic		$		1.19			$		1.26			$		0.85			$		4.47			$		3.22
Diluted				1.17					1.24					0.82					4.38					3.12
Weighted average number of shares outstanding
Basic				64,428					64,875					65,309					64,607					66,202
Diluted				65,519					66,057					66,935					65,928					68,214
Dividends declared per share		$		0.44			$		0.41			$		0.32			$		1.555			$		1.28

 

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Victory Capital Holdings, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures1

(unaudited; in thousands except per share data and percentages)

 

		For the Three Months Ended															For the Year Ended
		December 31,					September 30,					December 31,					December 31,					December 31,
		2024					2024					2023					2024					2023
Net income (GAAP)		$		76,939			$		81,983			$		55,206			$		288,864			$		213,157
Income tax expense				(21,654	)				(25,517	)				(18,316	)				(84,892	)				(62,751	)
Income before income taxes		$		98,593			$		107,500			$		73,522			$		373,756			$		275,908
Interest expense				13,971					15,649					15,532					60,799					57,820
Depreciation				2,228					2,210					2,273					8,959					8,842
Other business taxes				376					366					305					1,525					1,707
Amortization of acquisition-related intangible assets				5,286					5,300					5,711					21,217					32,805
Stock-based compensation				1,007					972					1,503					4,246					6,496
Acquisition, restructuring and exit costs				3,063					(11,513	)				5,586					1,735					28,982
Debt issuance costs				981					775					3,128					3,385					5,394
Adjusted EBITDA		$		125,505			$		121,259			$		107,560			$		475,622			$		417,954
Adjusted EBITDA margin				54.0	%				53.7	%				52.3	%				53.2	%				50.9	%
Net income (GAAP)		$		76,939			$		81,983			$		55,206			$		288,864			$		213,157
Adjustment to reflect the operating performance of the Company
Other business taxes				376					366					305					1,525					1,707
Amortization of acquisition-related intangible assets				5,286					5,300					5,711					21,217					32,805
Stock-based compensation				1,007					972					1,503					4,246					6,496
Acquisition, restructuring and exit costs				3,063					(11,513	)				5,586					1,735					28,982
Debt issuance costs				981					775					3,128					3,385					5,394
Tax effect of above adjustments				(2,679	)				1,025					(4,061	)				(8,028	)				(18,847	)
Adjusted net income		$		84,973			$		78,908			$		67,378			$		312,944			$		269,694
Adjusted net income per diluted share		$		1.30			$		1.19			$		1.01			$		4.75			$		3.95
Tax benefit of goodwill and acquired intangible assets		$		10,141			$		10,141			$		9,655			$		40,171			$		38,252
Tax benefit of goodwill and acquired intangible assets per diluted share		$		0.15			$		0.15			$		0.14			$		0.61			$		0.56
Adjusted net income with tax benefit		$		95,114			$		89,049			$		77,033			$		353,115			$		307,946
Adjusted net income with tax benefit per diluted share		$		1.45			$		1.35			$		1.15			$		5.36			$		4.51

1 The Company reports its financial results in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not defined by GAAP and should not be regarded as an alternative to any measurement under GAAP. Please refer to the section “Information Regarding Non-GAAP Financial Measures” at the end of this press release for an explanation of Non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure.

 

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Victory Capital Holdings, Inc. and Subsidiaries

Unaudited Consolidated Balance Sheets

(In thousands, except for shares)

 

		December 31, 2024					December 31, 2023
Assets
Cash and cash equivalents		$		126,731			$		123,547
Investment management fees receivable				83,307					71,888
Fund administration and distribution fees receivable				16,014					14,238
Other receivables				1,346					1,444
Prepaid expenses				8,634					5,785
Investments in proprietary funds, at fair value				605					534
Deferred compensation plan investments, at fair value				34,608					31,274
Property and equipment, net				11,874					19,578
Goodwill				981,805					981,805
Other intangible assets, net				1,260,614					1,281,832
Other assets				22,053					10,691
Total assets		$		2,547,591			$		2,542,616
Liabilities and stockholders' equity
Accounts payable and accrued expenses		$		57,951			$		56,477
Accrued compensation and benefits				51,648					55,456
Consideration payable for acquisition of business				139,894					217,200
Deferred compensation plan liability				34,608					31,274
Deferred tax liability, net				157,120					128,714
Other liabilities				20,871					11,225
Long-term debt, net1				963,862					989,269
Total liabilities				1,425,954					1,489,615
Stockholders' equity
Common stock; $0.01 par value per share: 2024 - 600,000,000 shares authorized, 83,947,949 shares issued and 63,653,212 shares outstanding; 2023 - 600,000,000 shares authorized, 82,404,305 shares issued and 64,254,714 shares outstanding				839					824
Additional paid-in capital				752,371					728,283
Treasury stock, at cost: 2024 - 20,294,737 shares; 2023 - 18,149,591 shares				(574,856	)				(444,286	)
Accumulated other comprehensive income				18,683					31,328
Retained earnings				924,600					736,852
Total stockholders' equity				1,121,637					1,053,001
Total liabilities and stockholders' equity		$		2,547,591			$		2,542,616

 

1 Balances at December 31, 2024 and 2023 are shown net of unamortized loan discount and debt issuance costs in the amount of $8.3 million and $12.4 million, respectively. The gross amount of the debt outstanding was $972.2 million and $1,001.7 million as of December 31, 2024 and 2023, respectively.

 

 

 

 

 

 

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Victory Capital Holdings, Inc. and Subsidiaries

Total Client Assets

(unaudited; in millions)

 

		For the Three Months Ended
		December 31,					September 30,					December 31,
		2024					2024					2023
Beginning AUM		$		176,113			$		168,681			$		148,879
Beginning other assets1				4,981					5,094					4,627
Beginning total client assets				181,094					173,775					153,506
AUM net cash flows				(1,870	)				(2,636	)				(1,381	)
Other assets net cash flows				(675	)				(446	)				200
Total client assets net cash flows				(2,545	)				(3,082	)				(1,181	)
AUM market appreciation (depreciation)				(2,237	)				10,076					13,853
Other assets market appreciation (depreciation)				(141	)				333					462
Total client assets market appreciation (depreciation)				(2,378	)				10,409					14,315
AUM realizations and distributions				—					(2	)				(27	)
Acquired & divested assets / Net transfers				(76	)				(7	)				(2	)
Ending AUM				171,930					176,113					161,322
Ending other assets				4,165					4,981					5,289
Ending total client assets				176,096					181,094					166,611
Average total client assets2				180,104					176,806					156,734

 

		For the Year Ended
		December 31,					December 31,
		2024					2023
Beginning AUM		$		161,322			$		147,762
Beginning other assets1				5,289					5,190
Beginning total client assets				166,611					152,952
AUM net cash flows				(7,377	)				(5,976	)
Other assets net cash flows				(1,627	)				(591	)
Total client assets net cash flows				(9,004	)				(6,567	)
AUM market appreciation (depreciation)				18,100					21,188
Other assets market appreciation (depreciation)				504					690
Total client assets market appreciation (depreciation)				18,604					21,878
AUM realizations and distributions				(2	)				(100	)
Acquired & divested assets / Net transfers				(113	)				(1,552	)
Ending AUM				171,930					161,322
Ending other assets				4,165					5,289
Ending total client assets				176,096					166,611
Average total client assets3				174,542					158,268

 

1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.

2 For the three-month periods ending December 31, 2024, September 30, 2024 and December 31, 2023 total client assets revenue realization was 51.3 basis points, 50.8 basis points and 52.1 basis points, respectively.

3For the year ended December 31, 2024 and 2023 total client assets revenue realization was 51.2 basis points and 51.9 basis points, respectively.

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Victory Capital Holdings, Inc. and Subsidiaries

Total Assets Under Management1

(unaudited; in millions)

 

		For the Three Months Ended
		December 31,					September 30,					December 31,
		2024					2024					2023
Beginning assets under management		$		176,113			$		168,681			$		148,879
Gross client cash inflows				6,793					6,120					6,545
Gross client cash outflows				(8,663	)				(8,756	)				(7,926	)
Net client cash flows				(1,870	)				(2,636	)				(1,381	)
Market appreciation (depreciation)				(2,237	)				10,076					13,853
Realizations and distributions				—					(2	)				(27	)
Acquired & divested assets / Net Transfers				(76	)				(7	)				(2	)
Ending assets under management				171,930					176,113					161,322
Average assets under management				175,741					171,876					151,870

 

		For the Year Ended
		December 31,					December 31,
		2024					2023
Beginning assets under management		$		161,322			$		147,762
Gross client cash inflows				26,167					23,504
Gross client cash outflows				(33,545	)				(29,480	)
Net client cash flows				(7,377	)				(5,976	)
Market appreciation (depreciation)				18,100					21,188
Realizations and distributions				(2	)				(100	)
Acquired assets / Net transfers				(113	)				(1,552	)
Ending assets under management				171,930					161,322
Average assets under management				169,658					153,455

 

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

 

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Victory Capital Holdings, Inc. and Subsidiaries

Other Assets (Institutional)1

(unaudited; in millions)

 

		For the Three Months
		December 31,					September 30,					December 31,
		2024					2024					2023
Beginning other assets (institutional)		$		4,981			$		5,094			$		4,627
Gross client cash inflows				—					—					200
Gross client cash outflows				(675	)				(446	)				—
Net client cash flows				(675	)				(446	)				200
Market appreciation (depreciation)				(141	)				333					462
Realizations and distributions				—					—					—
Acquired & divested assets / Net transfers				—					—					—
Ending other assets (institutional)				4,165					4,981					5,289
Average other assets (institutional)2				4,363					4,930					4,864

 

		For the Year Ended
		December 31,					December 31,
		2024					2023
Beginning other assets (institutional)		$		5,289			$		5,190
Gross client cash inflows				467					600
Gross client cash outflows				(2,094	)				(1,191	)
Net client cash flows				(1,627	)				(591	)
Market appreciation (depreciation)				504					690
Realizations and distributions				—					—
Acquired & divested assets / Net transfers				—					—
Ending other assets (institutional)				4,165					5,289
Average other assets (institutional)3				4,883					4,813

1 Includes low-fee (2 to 4 bps) institutional assets, previously reported in the Solutions asset class within the by asset class table and in Separate Accounts and Other Pooled Vehicles within the by vehicle table. These assets are included as part of Victory’s Regulatory Assets Under Management reported in Form ADV Part 1.

2 For the three-month periods ending December 31, 2024, September 30, 2024 and December 31, 2023 total other assets (institutional) revenue realization was 3.2 basis points, 3.4 basis points and 3.6 basis points, respectively.

3For the year ended December 31, 2024 and 2023 total other assets (institutional) revenue realization was 3.4 basis points and 3.6 basis points, respectively.

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

 

For the Three Months Ended		By Asset Class
																						Global /
		U.S. Mid					U.S. Small					Fixed					U.S. Large					Non-U.S.										Alternative					Total					Money Market /					Total
		Cap Equity					Cap Equity					Income					Cap Equity					Equity					Solutions					Investments					Long-term					Short-term					AUM1
December 31, 2024
Beginning assets under management		$		32,333			$		15,591			$		25,081			$		14,239			$		19,752			$		62,544			$		3,178			$		172,720			$		3,393			$		176,113
Gross client cash inflows				1,163					393					987					75					1,535					2,291					170					6,615					178					6,793
Gross client cash outflows				(1,881	)				(1,215	)				(1,391	)				(413	)				(1,023	)				(2,037	)				(384	)				(8,344	)				(319	)				(8,663	)
Net client cash flows				(718	)				(822	)				(404	)				(338	)				513					254					(214	)				(1,729	)				(140	)				(1,870	)
Market appreciation (depreciation)				(1,008	)				21					(342	)				279					(1,143	)				(100	)				13					(2,279	)				43					(2,237	)
Realizations and distributions				—					—					—					—					—					—					—					—					—					—
Acquired assets / Net transfers				(24	)				(6	)				66					(32	)				(26	)				(105	)				3					(125	)				48					(76	)
Ending assets under management		$		30,584			$		14,785			$		24,402			$		14,148			$		19,095			$		62,593			$		2,980			$		168,586			$		3,344			$		171,930
September 30, 2024
Beginning assets under management		$		31,015			$		15,182			$		24,398			$		13,983			$		18,459			$		58,936			$		3,390			$		165,362			$		3,320			$		168,681
Gross client cash inflows				975					584					1,344					73					578					2,143					179					5,876					244					6,120
Gross client cash outflows				(2,300	)				(1,278	)				(1,640	)				(486	)				(485	)				(1,877	)				(443	)				(8,508	)				(249	)				(8,756	)
Net client cash flows				(1,325	)				(694	)				(296	)				(413	)				94					265					(263	)				(2,631	)				(5	)				(2,636	)
Market appreciation (depreciation)				2,649					1,105					973					690					1,212					3,368					51					10,049					27					10,076
Realizations and distributions				—					—					—					—					—					—					(2	)				(2	)				—					(2	)
Acquired assets / Net transfers				(5	)				(2	)				6					(21	)				(13	)				(25	)				3					(58	)				51					(7	)
Ending assets under management		$		32,333			$		15,591			$		25,081			$		14,239			$		19,752			$		62,544			$		3,178			$		172,720			$		3,393			$		176,113
December 31, 2023
Beginning assets under management		$		28,235			$		14,650			$		23,790			$		11,596			$		14,807			$		49,371			$		3,222			$		145,671			$		3,208			$		148,879
Gross client cash inflows				1,008					555					1,072					62					1,251					1,910					498					6,357					188					6,545
Gross client cash outflows				(1,548	)				(938	)				(1,890	)				(329	)				(657	)				(1,977	)				(352	)				(7,691	)				(234	)				(7,926	)
Net client cash flows				(541	)				(383	)				(818	)				(267	)				595					(67	)				146					(1,334	)				(47	)				(1,381	)
Market appreciation (depreciation)				2,917					1,698					1,392					1,320					1,387					5,012					91					13,816					38					13,853
Realizations and distributions				—					—					—					—					—					—					(27	)				(27	)				—					(27	)
Acquired assets / Net transfers				(8	)				(6	)				(8	)				(15	)				(16	)				(20	)				(1	)				(74	)				72					(3	)
Ending assets under management		$		30,604			$		15,959			$		24,355			$		12,635			$		16,772			$		54,296			$		3,431			$		158,051			$		3,271			$		161,322

 

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Asset Class

(unaudited; in millions)

 

For the Year Ended		By Asset Class
																						Global /
		U.S. Mid					U.S. Small					Fixed					U.S. Large					Non-U.S.										Alternative					Total					Money Market /					Total
		Cap Equity					Cap Equity					Income					Cap Equity					Equity					Solutions					Investments					Long-term					Short-term					AUM1
December 31, 2024
Beginning assets under management		$		30,604			$		15,959			$		24,355			$		12,635			$		16,772			$		54,296			$		3,431			$		158,051			$		3,271			$		161,322
Gross client cash inflows				4,516					2,043					4,912					284					3,762					8,634					1,105					25,255					912					26,167
Gross client cash outflows				(7,685	)				(4,195	)				(5,905	)				(1,540	)				(2,893	)				(8,509	)				(1,618	)				(32,345	)				(1,200	)				(33,545	)
Net client cash flows				(3,169	)				(2,152	)				(993	)				(1,256	)				869					125					(513	)				(7,090	)				(287	)				(7,377	)
Market appreciation (depreciation)				3,189					1,035					924					2,873					1,570					8,290					47					17,929					172					18,100
Realizations and distributions				—					—					—					—					—					—					(2	)				(2	)				—					(2	)
Acquired assets / Net transfers				(40	)				(58	)				116					(104	)				(115	)				(118	)				17					(301	)				188					(113	)
Ending assets under management		$		30,584			$		14,785			$		24,402			$		14,148			$		19,095			$		62,593			$		2,980			$		168,586			$		3,344			$		171,930
December 31, 20231
Beginning assets under management		$		27,892			$		15,103			$		26,353			$		10,973			$		14,160			$		46,317			$		3,663			$		144,460			$		3,302			$		147,762
Gross client cash inflows				5,090					2,741					4,024					284					2,581					6,337					1,593					22,651					853					23,504
Gross client cash outflows				(5,536	)				(3,859	)				(6,129	)				(1,286	)				(2,304	)				(7,119	)				(2,002	)				(28,235	)				(1,245	)				(29,480	)
Net client cash flows				(446	)				(1,117	)				(2,105	)				(1,002	)				276					(781	)				(409	)				(5,584	)				(391	)				(5,976	)
Market appreciation (depreciation)				3,153					1,978					1,595					2,809					2,431					8,804					270					21,039					149					21,188
Realizations and distributions				—					—					—					—					—					—					(100	)				(100	)				—					(100	)
Acquired assets / Net transfers				5					(4	)				(1,487	)				(145	)				(96	)				(43	)				7					(1,763	)				211					(1,552	)
Ending assets under management		$		30,604			$		15,959			$		24,355			$		12,635			$		16,772			$		54,296			$		3,431			$		158,051			$		3,271			$		161,322

 

1Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

 

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

 

For the Three Months Ended		By Vehicle
												Separate
												Accounts
		Mutual										and Other
		Funds1					ETFs2					Vehicles3					Total AUM4
December 31, 2024
Beginning assets under management		$		117,044			$		6,694			$		52,375			$		176,113
Gross client cash inflows				3,545					1,167					2,082					6,793
Gross client cash outflows				(5,865	)				(130	)				(2,667	)				(8,663	)
Net client cash flows				(2,320	)				1,036					(586	)				(1,870	)
Market appreciation (depreciation)				(1,063	)				(146	)				(1,028	)				(2,237	)
Realizations and distributions				—					—					—					—
Acquired assets / Net transfers				(15	)				(76	)				15					(76	)
Ending assets under management		$		113,645			$		7,508			$		50,777			$		171,930
September 30, 2024
Beginning assets under management		$		112,584			$		5,440			$		50,657			$		168,681
Gross client cash inflows				3,553					992					1,575					6,120
Gross client cash outflows				(5,526	)				(158	)				(3,073	)				(8,756	)
Net client cash flows				(1,973	)				834					(1,498	)				(2,636	)
Market appreciation (depreciation)				6,443					426					3,208					10,076
Realizations and distributions				—					—					(2	)				(2	)
Acquired assets / Net transfers				(10	)				(7	)				10					(7	)
Ending assets under management		$		117,044			$		6,694			$		52,375			$		176,113
December 31, 2023
Beginning assets under management		$		101,138			$		4,710			$		43,031			$		148,879
Gross client cash inflows				4,126					343					2,076					6,545
Gross client cash outflows				(5,887	)				(356	)				(1,682	)				(7,926	)
Net client cash flows				(1,761	)				(13	)				394					(1,381	)
Market appreciation (depreciation)				9,466					273					4,115					13,853
Realizations and distributions				—					—					(27	)				(27	)
Acquired assets / Net transfers				(41	)				—					39					(3	)
Ending assets under management		$		108,802			$		4,970			$		47,551			$		161,322

 

1 Includes institutional and retail share classes, money market and VIP funds.

2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.

3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.

4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

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Victory Capital Holdings, Inc. and Subsidiaries

Assets Under Management by Vehicle

(unaudited; in millions)

 

For the Year Ended		By Vehicle
												Separate
												Accounts
		Mutual										and Other
		Funds1					ETFs2					Vehicles3					Total
December 31, 2024
Beginning assets under management		$		108,802			$		4,970			$		47,551			$		161,322
Gross client cash inflows				14,954					3,089					8,124					26,167
Gross client cash outflows				(22,408	)				(915	)				(10,222	)				(33,545	)
Net client cash flows				(7,454	)				2,174					(2,097	)				(7,377	)
Market appreciation (depreciation)				12,561					404					5,136					18,100
Realizations and distributions				—					—					(2	)				(2	)
Acquired assets / Net transfers				(263	)				(40	)				189					(113	)
Ending assets under management		$		113,645			$		7,508			$		50,777			$		171,930
December 31, 2023
Beginning assets under management		$		99,447			$		5,627			$		42,688			$		147,762
Gross client cash inflows				15,594					969					6,942					23,504
Gross client cash outflows				(21,276	)				(1,567	)				(6,637	)				(29,480	)
Net client cash flows				(5,682	)				(599	)				305					(5,976	)
Market appreciation (depreciation)				15,114					(56	)				6,130					21,188
Realizations and distributions				—					—					(100	)				(100	)
Acquired assets / Net transfers4				(77	)				(3	)				(1,471	)				(1,552	)
Ending assets under management		$		108,802			$		4,970			$		47,551			$		161,322

 

1 Includes institutional and retail share classes, money market and VIP funds.

2 Represents only ETF assets held by third parties. Excludes ETF assets held by other Victory Capital products.

3 Includes collective trust funds, wrap program accounts, UMAs, UCITS, private funds and non-U.S. domiciled pooled vehicles.

4Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.

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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:

 

Adjusted Net Income

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

 

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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v3.25.0.1

Document and Entity Information	Feb. 06, 2025
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001570827
Document Type	8-K
Document Period End Date	Feb. 06, 2025
Entity Registrant Name	Victory Capital Holdings, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38388
Entity Tax Identification Number	32-0402956
Entity Address, Address Line One	15935 La Cantera Parkway
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78256
City Area Code	216
Local Phone Number	898‑2400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.01
Trading Symbol	VCTR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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