Good morning, and welcome to the Victory Capital Second Quarter 2021 Earnings Conference Call. [Operator Instructions.] I will now turn the call over to Mr. Matthew Dennis, Chief of Staff and Director of Investor Relations. Please go ahead, Mr. Dennis.

Thank you. Before I turn the call over to David Brown, I'd like to remind you that during today's conference call, we may make a number of forward-looking statements. Please note that Victory Capital's actual results may differ materially from these statements. Please refer to our SEC filings for a list of some of the risk factors that may cause actual results to differ materially from those expressed on today's call. Victory Capital assumes no duty and does not undertake any obligation to update any forward-looking statements. Our press release that was issued after the market close yesterday disclosed both GAAP and non-GAAP financial results. We believe the non-GAAP measures enhance the understanding of our business and our performance. Reconciliations between these non-GAAP measures and the comparable GAAP measures are included in tables that can be found in our earnings press release and in the slide presentation accompanying this call, both of which are available on the Investor Relations portion of our website at ir.vcm.com. It is now my pleasure to turn the call over to David Brown, Chairman and CEO. David?

Thanks, Matt. Good morning and welcome to Victory Capital's Second Quarter 2021 Earnings Conference Call. I'm joined today by Michael Policarpo, our President, Chief Financial and Administrative Officer, as well as Matt Dennis, our Chief of Staff and Director of Investor Relations. I'll start by providing an overview of the very strong financial and operating performance we achieved in the quarter. Then I will cover our investment performance, which continues to be excellent. After that, I will turn it over to Mike, who will review our second quarter financial results in greater detail. Following our prepared remarks, Mike, Matt, and I will be available to take your questions. The business overview begins on Slide 05. We made great progress against a number of our strategic objective during the second quarter and ended the period with total assets under management of $162 billion and long-term assets under management of $159 billion. With solid execution by our distribution and marketing teams, we generated record high gross sales of more than $10 billion in the second quarter. During our last call, I featured a number of highly rated products with significant open capacity that have been tracking assets as investors continue to recalibrate their portfolios. Products like our Morningstar five star rated Victory Floating Rate Fund and the Victory Market Neutral Income Fund has continued to attract assets in the current market environment. Combining this with many of our high performing active equity strategies, new platform wins for products managed by our USA Investment franchise, a robust pipeline and THB and Alderwood starting to gain traction, we have many reasons to maintain our optimism around our organic growth outlook as we move forward through 2021 and into 2022. Our VictoryShares ETF platform generated positive net flows for the third consecutive quarter. Additionally, there…

Thanks, Dave. And good morning, everyone. The financial results review begins on Slide 10. Revenue increased 4% in the first quarter, reaching $222 million in the second quarter of the year. Our operating margin expanded 78 basis points on a GAAP basis from 42.1% in the first quarter to 42.9% in the quarter just ended. The margin improvement was primarily due to seasonally higher payroll tax and benefits-related expenses in the first quarter of each calendar year. Adjusted EBITDA margin remained above 50% for the fourth consecutive quarter and came in at 50.6% for the second quarter. Adjusted EBITDA set a new quarterly record of $112.2 million in the period, increasing 5% from $106.8 million in the first quarter. GAAP net income set a new record high at $69.3 million or $0.93 per diluted share, up from $65.2 million or $0.88 per diluted share in the first quarter. This was up more than 50% from the same quarter last year. Adjusted net income with tax benefit of $1.18 per diluted share was another company high up 4% from the first quarter and 33% higher than the $0.89 per diluted share reported for the second quarter of the prior year. As we guided on our capital management priorities, we continue to reduce debt paying down $57 million in the quarter, which was a 14% increase from the $50 million of debt repaid in the first quarter. This reduced our leverage ratio to 1.4 times by quarter end. Subsequent to quarter end, we repaid an additional $35 million. Additionally we returned a total of $18.3 million to shareholders in the form of cash dividend and share repurchases. During the quarter, we repurchased approximately 288,000 shares and our Board approved a 25% increase in the dividend to $0.15 per share payable on September…

[Operator Instructions] We have our first question from the line of Alex Blostein from Goldman Sachs. Please go ahead.

Great. Good morning, thanks for everybody for taking the question. Dave, I was hoping, you extended your comments around M&A, and you mentioned there are number of potential targets that are in the very late stages. I think as you described in it within your pipeline, can you expand on maybe the size and capabilities of the managers that are kind of in this later stage bucket?

Good morning, Alex. I would say that really you could bucket them in two buckets. The first being, think of it as the impactful acquisitions very similar to the THB and the Alderwood, so smaller very strategic brings us potentially organic growth, a different product and really maybe gets us into a different distribution channel and I'd say that's one bucket. And there are opportunities there. And then I'd say kind of on the other end of the spectrum, I would say transformational, think of in the past a USAA acquisition for us, which is of significant size and scale and brings us numerous things and probably uses more capital than the impactful. I'd also add maybe another twist to it which is we have been evaluating managers in the alternative space. That's an area of interest. We've talked about that in the past and when you think about our platform and our business and eventually the retailization of alternatives meaning bringing alternatives to a buyer or a buyer set, where you are thinking about buying alternatives and maybe retirement accounts or in smaller investment accounts. We think that there could be some really potential opportunities there that could be very value-added to our business. So, we are evaluating those as well. So, I'd really say, it's two buckets but with maybe a little twist on with the alternatives.

Great, thanks. Dave, thanks for that. And then second question, around the organic growth and great to see an improvement in the net flow picture obviously now positive for the quarter, can you spend a minute on maybe sustainability of flows and I heard you sort of mentioned that it's pretty broad based and maybe some specifics around net flows across the three categories that you describe. So, kind of self-directed intermediary and institutional channel and maybe as a follow-up on that, I know institutional has been gaining traction for you guys maybe comments around the pipeline institutional deals helpful, thanks.

Sure. So, let me start off with, if you go back and look at the last few quarters, we had an improving in trajectory and that has continued. And I think, I've used the term turning the corner and I feel like we turned the corner on flows. It is broad based and I think, all organic growth really starts with are you delivering for your clients. So, do you have good investment performance and we do and especially in areas that matter and you think about some of the investments we've made over the past year or so, think about the fixed income side with USAA Investments. We've built that distribution quite significantly and we've highlighted that last quarter, we highlighted some of it this quarter that's starting to come in. Our institutional pipeline, as we mentioned some has funded. But it has continue to build and that's really broad-based as well. You think about some of the acquisitions we did over the last 12 months with THB, and the investment we made in Alderwood, we have not monetized those yet. Those are coming online and I think those are a great opportunity going forward. And lastly, I'd say on the direct side, we have seen improvement over the last few quarters and we continue to see improvement and as we continue to build out that business and really build a digital marketplace, we think there's great opportunity there. So, it has been broad-based and you can see from our gross flows that we had quite a significant jump. There is a little bit of noise in that, but if you really peel that -- peel it back, there has been quite an increase in gross flows and I would imagine us -- when I think about going forward in '21 and into '22 that that would continue.

Great, thanks very much for taking my questions.

Thank you. The next one we have Kenneth Lee from RBC Capital Markets. Please go ahead.

Hi, thanks for taking my question. Just staying on the topic of net flows. Wondering if there is any kind of items that you want to call out in terms of meaningful contributors to the solution business inflows that you saw in the quarter? Thanks.

Yes, I'll take that. It's Dave. No, our solutions business is really pretty widespread. Think of it as really an investment engine for us. We have our ETF platform within the solutions. So, as we highlighted, I think it's the third straight quarter of growth for our ETF platform. We've launched, filed for three new ETFs plus the crypto ETF. So, we think that's an area of growth, it's been growing. There have been some customized portfolios that we've taken on which accounts for some of the growth, but we've talked about this for a while. The solutions platform is an area where we think, we can grow going forward. It's growing today and we think with what investors are looking for, we are able to solve a lot of issues in portfolios with that group.

Great. And just one follow-up if I may. You talked about starting up a high net worth advisory units within the direct investor business. Wondering if you could just further elaborate longer term plans and potential benefits that you could see from this unit down the line? Thanks.

Sure. It's really a group that's giving customized client service to what we define as high net worth investors in the direct investor business. It's early on. It's a high touch service and as we look at the profile of those high net worth clients in the direct investor business, we thought it made a lot of sense to carve out a group. Again, I think there is great opportunity there to expand wallet share with that group, to gain new high net worth investors and we're in the early stages of that initiative and many other initiatives in the direct investor business. That scenario where if we look out a year or so we anticipate that to be a driver of organic growth for us as well.

Great, very helpful. Thanks, again.

Thank you. The next one we have Robert Lee from KBW. Your line is now open.

Great, thanks. Good morning, everyone and thanks for taking my questions. Maybe just sticking with flows, just kind of curious, I mean, fixed income performance has been good. You've pointed out, they're getting it on more platforms. The Schwab select list, but I guess this quarter of, kind of at least on the flow basis kind of felt like it flipped back. So, could you maybe just call out if there were some particular one-time items or how should we think of kind of the pickup in redemptions there this quarter, just given kind of the positive underlying trends.

Sure. It's Dave, again. We had one large client internalize their fixed income capabilities that we were managing for them. So, I think there is a lot of noise in that total gross number. If you are able to see the detail, you would see that has picked up and especially with building up the distribution, over the last few quarters, we anticipate ex that one-time item, you'll see some momentum there on the fixed side. We are very encouraged with that platform, with the asset class. If you go back a number of years, that's been an asset class that has attracted net flow, positive flows. We have tremendous investment performance. We have a great team there in the USAA Investment franchise and in INCORE. So, we're really excited about that and that's been an area that again, we have built out kind of brick-by-brick on the distribution side and that's an area where we look forward, we think that's going to contribute to organic growth as well.

Okay, great. And then, maybe just as a quick follow-up. I mean as you pointed out, I mean profitability has improved nicely. You have your EBITDA margins in and out 50% give or take a tiny bit. So, understanding you'll manage to specific margin but how should we think of the ability to continue to kind of scale from here? Are there some additional kind of investments you're kind of planning on over the coming quarters or so that may not put pressure on it but may kind of limit additional expansion if assuming revenues kind of continue to trend higher?

Hey Rob, this is Mike. Good morning. Yes, that's a good question, as you said, this is our fourth consecutive quarter of 50 plus percent margins. For us that's not surprising, based on the business model we have and the scalability of what we've built across our centralized model. We have in the past and continued and in our prepared remarks, we will continue to guide to a 49% long-term. We are making significant investments in the business and that is included in our current 50.6% margins as well but the areas that we are investing that really around data, our distribution and the digitization of our distribution across marketing and really all three distinct distribution channels that we have. And so we will continue to make those investments and you will see those as we move forward. We'll have quarters, I think still going. Well, we'll have quarters going forward that will be above the 49% margins, but that's still a long-term range. We think the business is scalable, absent a large transformational acquisition, we will continue to operate in the same level of margins that we are today.

Great. Thanks for taking my questions.

Sure.

Thank you. Next one would be Cullen Johnson from B. Riley Securities. Please go ahead.

Good morning, and thank you for taking my questions. First one here just kind of looking at the new crypto ETF product. The registration statement has been filed with the SEC. You just remind us where the SEC stands broadly on the issue. Have they broadly given the okay for crypto ETF types of products and you think could be relatively low approval burden from here?

Yes, so it's Dave. They have not approved any of the ETFs yet to my knowledge. What we actually launched was a private fund that's available to accredited investors in the U.S. and our take on this asset class is that it's a viable asset class. We've had many conversations with many clients and there are many clients that want exposure to this asset class. We've partnered with NASDAQ and Hashdex, two, I'd say leading organizations. One, everybody knows NASDAQ and two, Hashdex in the crypto world is a leader and has been managing crypto portfolios for a number of years. So, we have a live product today that's available in a private setting and the ETF that will eventually, hopefully, get approved over time with others. We think we will just expand out our opportunities out there. We are really excited about this. One of the unique things about our offering is it's a collection of coins, it's not a single coin. So, it's not a bitcoin ETF or a bitcoin product, it's actually an Index. It's the NASDAQ Crypto Index that's rebalanced every quarter and today within the Index, there are a number of coin. So, if you're looking at getting exposure to the asset class, this is a way to do it, where you're almost getting if you will a benchmark type exposure. And as I said in my prepared remarks, we believe we are the first ones to file an ETF with this kind of product, so we're excited about it and over the last couple of days there's been a lot of discussion from various folks at the SEC around regulation and we actually welcome the regulation. I think with regulation comes institutionalization. So, it gives many investors confidence to invest in this asset class. So, we welcome the regulation. We actually are very happy about it and we think as the SEC goes through and creates rules and regulation and even tax rules around this from the IRS, I think it's going to be great for the asset class and we think, it's something that's sustainable. We don't know the size of it. I'm not sure anybody knows the size of the opportunity, but we know, we think we have a great product and a great offering and we can be really competitive.

Great, that's helpful. And then kind of sticking with crypto just recognizing these products are maybe still in there. And do you have any kind of idea of what level of management fees these products might be capable of commanding, just as we track loosely gauge there. Revenue generation potential might have been maybe a little bit higher closer to a fixed income type product or then or maybe lower closer to like a large cap equity or any color there would be helpful.

I think the fee rate and what the establishment of the fee rate in different products, in different markets has not been established, yet. I would imagine the fee rate would be higher than your traditional fixed income product, but that has but I think that that's yet to be determined as this asset class continues to kind of gain traction and mature. For us, we want to be relevant in client's portfolios. We've always tried to be on the side of charging a fair fee and we think that this product will have the same characteristics of that -- of what we've done with other products.

Great. Thanks, that's helpful. Those are my questions. Thank you.

Thank you. The next one we have Ken Worthington from JPMorgan. Please go ahead.

Hi, good morning. So, Victory continues to integrate a number of acquisitions, maybe talk about your current top priorities on your list of things to accomplish still with regard to USAA and the other more recent deals that you've closed?

Hi, Ken. So, from an integration perspective, we have completed everything that we've set out to with respect to USAA and THB. While THB was a smaller acquisition, it was on boarded quite quickly and has been successful there. They are managing money and executing as we expect. I think as we said, we've executed on the financial side with respect to the USAA acquisition and the THB acquisition and we spent quite a bit of time on our last call talking about the pipes that we're building out for distribution. I think that's the element that we are still executing on and want to continue to drive the strong investment performance from the USAA fixed income franchise through those distribution platforms both on the retail retirement and institutional segments of our business. So, we are still looking to execute on that further, and then we've also spent some time talking about the digital platform that we've built out, it's now live and has been for six or seven months on our platform and we're continuing to look at and enhance the opportunities to drive incremental wallet share. We talked a little bit about the high net worth group that we formed within that and we've also looked at enhancing the offerings from a product perspective to include more offerings to those clients as well as we build out kind of the overall marketplace for them. So, those are things that are still happening as we speak and will continue to as we move forward and we're excited about the opportunity to be able to monetize those and really drive incremental growth through that platform, both on the USAA fixed income side and the direct investor business.

Ken, Dave. I would add one more thing, if you think about the staging, I mean, as Mike said, we fully integrated the acquisitions THB and USAA and have effectively gotten the cost out that we had guided and I think, the next stage of that is to actually go and recognize the organic growth. We're starting to see that with USAA Investments franchise. We talked about the direct investor business. I think those are yet to come, that piece is yet to come. With THB, we've owned the business for a quarter. We've launched one of our ETF, active ETF that we launched is the THB ETF, the first actual mid cap ESG ETF that's been launched or at least been filed and I think, THB, we've yet to really monetize that from a growth perspective and so that's yet to come. So, when you think about where we are, it's integrated into our business, its part of our business, but the growth aspect we have not recognized yet.

And you've got a pretty wide [indiscernible] is THB plugged into all of the distributors that the other franchises use within Victory or are you 20% there, are you 80% there, are you 100% there. I assume it's not there yet, but my assumption is it takes a while to get those products registered on these different platform. So, I was curious to see how far along that process you are.

Yes. So, for THB that's historically been an institutional product. So, if you think about the retail intermediary side, we're in early stages there introducing it to the different large platforms, having research type meetings, have had some success there. But we have our ways to go with very positive early indications. Some product development side, we talked about the ETF filing and then on the institutional side, introducing to consultants and existing clients as well on its way. But we're in early innings there. And I don't think, it's fair to put a percentage on it. Early innings but with very, very good feedback from potential clients and platforms.

Okay, great. Thanks, very much.

Thank you. Next is Michael Cyprys from Morgan Stanley. Please go ahead.

Hey, good morning. Thanks for taking the question, I was just hoping, you could talk a little bit about your separately managed account platform, could you just update us on how much on assets you have there today, how meaningful the flows is that contributing and maybe just more broadly, how many strategies do you have on that today and maybe you could talk a little bit how you're thinking about building that out and adding more strategies to the SMA platform.

So, it's a smaller portion of our business today. I would say, we have a handful of strategies that are available in the SMA platform. We've had some recent placements with our SMA strategies. It's a smaller portion of our business. It's an area of growth and opportunity for us. It's an area we're focusing on. I would tell you with THB that's one of the product development, our structuring development opportunities. We know that one of the larger platforms have verbally told us that THB will join the platform in an SMA format. So, that's an area of growth for us and an area of opportunity. We see the industry data, we know and see the growth of that specific structure and we have a few products that we're seeing some growth and we have a few products that we will launch on to that part of the market and I think over time that will be a much bigger part of our business.

Great. And just on capital management. You've continued to raise the dividend here for a number of quarters. Can you just talk a little bit about how you're thinking about that? What's the right payout ratio could make sense for Victory and more broadly on capital management, you've been able to pay down debt, buyback stock. Maybe you could talk a little bit about how you approach that, what influences those decisions on which way you go and how far you go down each path.

Sure. Good morning, Mike. Yes, I think we've always outlined our capital allocation strategy to match the business strategy and for us that is to be able to execute accretive M&A. So, we've always thought to have flexibility with respect to our capital allocation strategy. And I think we've done that, as you said, we've been very focused on creating the balance sheet flexibility to create the opportunity to do M&A. We're ready to do that. We've been active and paying down the debt. As you've said, we paid down $142 million year-to-date. We've paid down over 41% of the original debt from the USAA transaction. So, that's been a focus for us to create that flexibility, which we've done. At the same time as we've been paying down debt and we've been able to lower the cost of debt, we've been able to take those savings and drive shareholder return through buybacks and through increased dividends. Over the last five quarters, we've increased the dividend. We're triple what we're paying today that we announced yesterday, compared to a year ago and we will continue to evaluate that. I think we increased our shareholder return quarter over quarter by close to 30%. So, we've been able to drive because of the strong free cash flow and the execution from a financial perspective to increase that legacy will of shareholder return. We don't look at a specific payout ratio. I think as we evaluate the capital allocation policy and the things that we're doing, ongoing on a quarterly basis, we're doing that based on facts and circumstances at the time based on looking at our ability to execute on M&A and how we need to do that. As we've talked about, we've got a number of tools to be able to do that, but we also look at the current leverage levels in the business, they've come down dramatically from 2.7 times in July of 2019 to 1.4 times today, the cost of debt and then just our ongoing execution from a business perspective and we'll continue to look at that going forward, I would expect that as we look at where we are today from a leverage perspective, we'll continue to evaluate increasing shareholder returns and most likely, we'll do that through dividend, as we've done over the last several quarters.

Great. Thank you, for taking my questions.

Sure.

Thank you. The next one, we have the line of Owen Lau from Oppenheimer. Please go ahead.

Good morning, thank you for taking my questions. So, I want to go back to the crypto type of fund. Can you please talk about the traction of that type of fund, what's the demand there and what concerns your clients have expressed that may have prevent them from investing in digital assets. I mean if you can talk more about your conversation with clients that would be great. Thank you.

So, we just launched it just a few days ago. So, we're very, very early stages on actually having the product. Just generally speaking, I think that there has been a discussion with clients around what percentage should I allocate to this asset class and so the sizing of the investment based on an overall portfolio, I think the second aspect of it is do I want a single coin or do I want a basket of coins and as I've mentioned earlier, our product is a basket of coins. And then the third is around really security and viability and when I think about security and viability, it's one of the reasons we partnered with NASDAQ and partnered with Hashdex. These are leading organizations and there is all kinds of checks and balances and for these coins to get into our basket. So, those, I'd say are the three big pieces of the conversations. It's very early in our marketing efforts. It's encouraging, the conversations we've had and when I think as this asset class gets better understood and I'll go back to what I said earlier, I think as the SEC and the IRS and other agencies start to regulate this asset class, it becomes much more investable and I think as it becomes much more investable, I think you'll see demand for it in lots of different areas. I think it's very early on in investing in this asset class. It's very misunderstood but in things that are early in asset classes that are early typically start out this way and as people understand them, as people can put them into portfolios and size them and decide how they want to have the exposure, you see lots of clients coming into it after you get over that initial hump and I think, we're still in very early stages. And quite honestly for us this is a really innovative entrepreneurial product for us and we're really happy to be early in this process.

Got it. Then other than price of fund and ETF, is there any other area that you think Victory may also participate in this area -- in these two assets area or it should mainly be like in the ETF and type of fund space.

I think, we are evaluating a lot of different structures. We are evaluating different ways in addition to the Index to have our clients get exposure to digital assets. We will continue to have discussions and based on those discussions, we will develop product. But I would anticipate that we would have additional products and potentially additional structures in the digital asset space.

Alright, got it. Thank you, very much.

Thank you. We have a follow-up question from the line of Michael Cyprys from Morgan Stanley.

Thank so much for taking the follow-up, really appreciate it. Just on the USAA direct channel and the digital and mobile rollout that you have coming. I was hoping, you could just update us on your strategy there. Maybe you could talk a little bit about mobile engagement with customers. Where exactly that stands today? And where you'd like this capability set to be when you look out over the next couple of years, what are your aspirations there and strategically, if you could talk about, how you are executing to accomplish that?

Sure. So, our goal has been to create a digital marketplace and expand our digital marketplace beyond just mutual funds and 529 plan and we started to do that with adding Victory Funds, adding a fixed income SMA capability, adding a portfolio of planning capability. We have perfected I think our client service over a period of time in the sense that we've got very good client service scores. I think we have very good client service and as we move forward, I would expect us to expand our product offerings there. I'd also expect us to expand our educational offerings in areas in financial literacy and in areas specific potentially to military. So, over the next few years, I look at this channel or this direct investor business as an area where we can increase wallet share with our existing clients. We can gain new clients. We can provide excellent service. A wide range of investment choices and we can help people really guide their financials, guide them through their financial future with lots of different products. And do it with really servicing in ways that the client select either through the phone, live through the phone or through chatting or through just digital interaction where you're going on a website and investing kind of from a self-servicing perspective, it's an area that and Mike had said this earlier that we've invested in, we will continue to invest in. There are lots of green shoots in this business. I called out that our 529 plan has had registration growth, net registration growth, and net flow growth since we've acquired it and there are many other areas like that. Going into 2022, I would imagine that we would be putting out KPIs on the business and we've talked about that. So, there is some more transparency as the business starts to normalize and we get to more of a final state.

And just in terms of action items or to do, I guess, what sort of on the comp would you say over the next six months, 12 months or so in terms of what you are looking to bring to market and versus what you have already. I think there was some reference to mobile coming this summer is, do I have that right?

Yes. So, the -- so our mobile is, will be live here this month and I would tell you there is product development coming behind the scenes. There is data and technology and digital marketing coming and digital really client service, but when I look at it from a client perspective there will be more product choices, continuing to have great service and the mobile will be live here this month as well.

Great. Thanks, for taking my questions.

Thank you. There are no further questions at this time. Mr. David Brown, please continue.

Thank you for joining us this morning and for your interest in Victory Capital. On Tuesday of next week we will be presenting at the UBS Financial Services Conference and next month we will be attending the Barclays Global Financial Services Conference on September 14th. We hope to see you there virtually and look forward to keeping you updated on our progress. Have a great day.

This concludes today's conference call. Thank you for participating. You may now disconnect. Have a great day.