Good morning, and welcome to the Victory Capital Third Quarter 2022 Earnings Conference Call. [Operator Instructions] I will now like to 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 would 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 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 closed yesterday disclose 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 most 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's now my pleasure to turn the call over to David Brown, Chairman and CEO. David.

Thanks. Good morning, and welcome to Victory Capital's third quarter 2022 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 today by providing an overview of the quarter and year-to-date period. Then we'll cover our investment performance, which continues to be very strong. After that, I will highlight our increasing capital return to shareholders and then turn the call over to Mike to review the financial results in greater detail. Following our prepared remarks, Mike, Matt and I, will be available to take care questions. The quarterly business overview begins on Slide 5. The equity and debt markets both continued their decline in the third quarter. Through the first nine months of this year, investors utilizing a traditional sixty-forty portfolio allocation are enduring the largest drawdown since 1937 to put in perspective how challenging the markets have been. Despite the current market environment, our business performed exceptionally well and that was very evident in the financial results were reported yesterday. While AUM in revenues were expectedly lower, given the markets, adjusted EBITDA margin expanded to 50% in a third quarter, which was the ninth consecutive quarter above our 49% long-term guidance. This resulted in year-to-date adjusted EBITDA margin widening to 49.6%. The margins in our business are industry leading and a testament to our business model, but most important in this equation is the excellent people we have operating our business. Quite simply, I believe we have the best group of employees in the industry here at Victory, and that to me is very evident in the performance of our company during these markets. Sales activity remained brisk, with $6.6 billion of gross long-term sales in the…

Thanks Dave, and good morning, everyone. The financial results review begins on Slide 10. Total AUM decreased by $7.7 billion or 5% in the quarter to $147.3 billion at the end of September. This was primarily driven by more than $7 billion of negative market action in the quarter. AUM at quarter end was down just under 8% compared with the end of the same quarter last year. Revenue of $207 million in the third quarter was off 4% from the second quarter due to the lower AUM. GAAP operating income was favorably impacted by a non-cash benefit associated with a reduction in the fair value of the contingent earn out liabilities on our balance sheet. This benefit to our GAAP results total $10.5 million in the third quarter, which was down from a $26.6 million favorable impact in the second quarter combined with the lower revenue in the quarter this accounted for a majority of the decline in GAAP operating income. Adjusted EBITDA was $103.6 million in the third quarter, a 2% decline from the second quarter resulting in adjusted EBITDA margin expanding 80 basis points to 50%. This increased year-to-date adjusted EBITDA margin to 49.6%, which is slightly ahead of our long-term guidance. GAAP net income was $72.8 million or $1.01 per deleted share, and ANI with tax benefit increased to $85.6 million or $1.19 per diluted share, up from $80.7 million or $1.11 per diluted share in the second quarter. Net income benefited from a lower tax rate in a quarter associated with a one-time tax benefit associated with stock option exercise by employees in the period. The estimated impact of this on diluted earnings per share in the quarter was approximately $0.10. Reduced debt by $30 million and returned to total of $67 million of capital…

Thank you. [Operator Instructions] Our first question comes from Alex Blostein from Goldman Sachs. Please go ahead. Your line is open.

Hey, good morning everybody. Thank you for taking the question. I was hoping we could start with just discussion of how WestEnd is performing in this environment. You guys mentioned earlier, obviously the typical 60/40 portfolio is struggling significantly this year, so how's the performance been? How have the flows been just more structurally do you think the current sort of decline in the typical portfolios accelerates their market position on the platforms that they're in?

Good morning, Alex, it's Dave. Good to speak with you. First on WestEnd I said in the script that they have been every single month through September. They have been new flow positive really in an asset class that has seen outflows. So they have outperformed relatively pretty strongly from a flow perspective. We're really encouraged by that. If you go back and look at their history they have grown pretty significantly pre our acquisition and they've continued that in this environment. From an investment performance perspective they've performed exactly as they should have and as the clients expect. They are very close in most of their strategies to benchmark and benchmark like returns, which is really quite remarkable when you think about how they're approaching the market. Looking forward when the market normalizes I would expect coming out of this cycle that the part of the market that they're in will actually become more in demand. So we anticipate that the growth will accelerate and what we're doing today with them is we are working with their existing sales force, which has been excellent before we acquire them to really integrate what they're doing into what we're doing and trying to expand out the offering. We also mentioned that we launched an ETF. The first ETF for WestEnd Advisors and that will expand their offering to additional advisors and clients. So we're really encouraged by the acquisition and it's turned out to be almost exactly as we anticipated.

Got it. Thanks for that. And then just a follow up around the capital deployment, it's great to see you guys being active both on the debt purchase side and stock buyback. But I guess as you look forward maybe help us understand the mix of debt purchases and buyback given the environment obviously continues to be pretty volatile over through year-end and maybe into early part of next year?

So to start our overall strategy around our compliment deployment has not changed. We've always talked about making sure we have a balance sheet that is flexible where we can do acquisitions. And if we start there, that is our primary goal. From there we looked at what's happening in the market. It's always based on the current facts and circumstances and we've always talked about being flexible and opportunistic. This past quarter we learned in to share repurchases and we still paid down a sizeable amount of debt, but we leaned into share repurchases based on our opinion of where our stock is and what the value of our company is and we'll continue to really look at the current environment. I wouldn't go out and say that we are going to change and buy less shares this quarter. I wouldn't go out and say that we're going to buy more shares this quarter than we've bought. It's really going to be their current environment, but we are always starting with. We want to have a balance sheet where we can do acquisitions. We've been very successful growing the company through acquisitions and adding products and expanding our distribution. And really when you think about what we did this last quarter, it was really a product of where the market was and where we thought our stock price was.

Got it. Thanks Dave.

Our next question comes from Craig Siegenthaler from Bank of America. Please go ahead. Your line is open.

Good morning, Dave, Michael. Hope you're both doing well.

Good morning. How are you?

I'm good. So fixed income continues to be a headwind for Victory and the industry, I think we all know the backdrop is tough but I was looking for your perspective on 2023. Do you expect to see large industry reallocations back into fixed income next year when bond prices stop falling? Yields are higher, there's also attractive demographic factors and also within that, how do you view your broad fixed income suite in terms of being positioned for the same?

So we do think in 2023 and when bond prices stop falling, we do think there's going to be a big shift back into fixed income from an industry perspective. We really like as we said in this script, we really like the way we're positioned. Our USA investments fixed income group has excellent investment performance over the short and long-term. It's a team that has scale; it's a team that manages a sizable amount of assets. And when you go and look at the way some of our competitors have performed during this cycle, I think we've really stood out from an investment performance standpoint. So we're really excited about when those assets come back into fixed income that we're going to have a great opportunity to capture some of those. I tell our team all the time that without assets in motion, it's hard to gather new assets and there's going to be a lot of assets in motion, and I think we're going to have a great opportunity to call some of those assets and clients' hours.

Thanks, Dave. And my second one is on M&A. So targets are cheaper today, both on evaluation and total price basis, but the cost of finance these deals has risen and that may have offset some or all of the valuation benefits. So combining both lower valuations but higher financing costs and sitting in your seat, do you see the M&A backdrop as better or worse for Victory right now versus last year? And does that mean on the margin you're kind of more or less likely to do a transaction today?

Well last year was one of our busiest years. In 2021 we did three acquisitions. Three really strategic acquisitions, so it's tough to compare one environment to another environment. But when I think about the current environment as you said financing costs are up, certain properties are probably a little less expensive than maybe they would've been. But we really start off with does the acquisition make our company better? And we go from there around product set. We go from there around access to new clients. We're not dissuaded by the environment. We are having lots of conversations. We have averaged about one per year, if you go back and look to 2013, I think that that average is probably going to, when you look at it in a longer period, that average is going to stay around one year. And I think that if we find something that fits what we're looking to do, we have the resources to do it. I think coming out of this cycle from a big picture perspective there's going to be a lot of opportunity where I think a lot of the folks that are on the fence on selling will actually get on the selling once – once the market normalizes.

Thank you, Dave.

Our next question comes from Kenneth Lee from RBC Capital. Please go ahead. Your line is open.

Hi, good morning. Thanks for taking my question. Just to piggyback that previous question, in terms of the M&A discussions you've been having, is it your sense that companies are more willing to talk in this current environment and get something done potentially, or potentially is there more patience just given the underlying market volatility there? Thank you.

I think it depends on the situation. We've seen groups that want to accelerate conversations and we've had discussions that have slowed down. It really does depend on the situation. People are transacting. It has slowed down a little bit from when you look at the announcements. But there are plenty of discussions happening, and I'd probably submit that there is more discussions now than there is really ever been, whether those turn into eventual transactions, I guess we'll see. But again, I'll go back to what I said before, which is we've been pretty consistent. We've averaged about one transaction a year. And I think when we look forward, we have the resources today, we have a balance sheet today, and we have, I think, the experience to do a transaction if we find the right one.

Got you. Very helpful there. And one follow-up if I may. You mentioned briefly about potential expansion in the VictoryShares ETF business. Wonder if you could just further expand upon those comments, what sorts of strategies do you expect to introduce over the near term? Thanks.

We're really, if you look at our ETF franchise VictoryShares, it's been a consistent grower. I think it's been eight quarters in a row that has grown. The products are integrated into our distribution system. So we're really encouraged by the ETF structure. We launched the WestEnd Advisors. We are looking at other products to put through there and other investment strategies. I'd probably wait to launch those before we disclose those, but that's an area that we're looking to grow. And I think coming out of the cycle that we're in and going into the next cycle, I think, ETFs will even be more in demand than they are today.

Got you. Very helpful there. Thanks again.

Our next question comes from Ken Worthington from JPMorgan. Please go ahead. Your line is open.

Hi, good morning. Thanks for taking my questions. I guess sort of simple ones mid-cap franchise generated positive net flows this quarter, sort of bucking the trend we're seeing in the broader industry, which brands are sort of having the success there? And then we saw a big slowdown in alternatives, I assume that this is as simple as sort of energy falling from favor during the quarter, but I don't know, flush out anything else there?

Hey, Ken, it's Mike on the midcap success that we've seen, it really has been off of the Sycamore franchise and primarily in our institutional channel. So that team has a longstanding excellent investment track record and a good, solid following from an investment perspective and institutional client perspective, so we did see some wins and fundings in the midcap strategy that they have. On the alternative side really that has been the market-neutral income product that we've had, which really has had tremendous success throughout 2022 based on what that product delivers from a market perspective. We did see a bit of a slow-down based on the environment of what that product delivers and how it performs in Q3. So, that has been, if you will, the slow-down from an alternatives perspective.

Okay, great. Thanks very much.

[Operator Instructions] Our next question comes from Brennan Hawken from UBS. Please go ahead, your line is open.

Good morning. Thanks for taking my questions. The fee rate compressed a bit more than we were looking for and it actually diverged from some of your asset management peers who saw more benign trends given the summer rally and risk assets. I know you ascribed it to mix in your prepared marks, but maybe could you give a little more color given that there was the divergence versus some of the other public asset managers?

Sure. Hey, Brennan, it's Mike. Yes, I think, what we said in the script was it really is asset and vehicle mix. So when you look at where we've won business, it's been institutional business, which tends to have slightly lower fees than retail mutual fund business. We've also won business in our ETF line up as well, which again, just tends to have slightly lower fees from an overall perspective. So I think as we looked at quarter-over-quarter decline in fees that really wasn't something that was outside of the range of our expectations. Further, we did highlight that we did see an increase in fulcrum fees in some of our products. It actually was the first quarter of where we had positive impact of the fulcrum fees on some of the USAA mutual funds since we've acquired them, which is really a testament to the strong investment performance that we've seen in those products since we've taken over the management of those. With all that said, I think, it's case by case on the margins that we have which is really our focus. So the fee rate, very important, but again, we look at it from a margin perspective having a 50% margin quarter for us with the slight decay in the revenue realization is kind of a testament to the overall business.

Yes, it's Dave. I would add one point maybe with an exclamation point. Most of those asset management peers’ margins eroded pretty heavily whereas our margins expanded this quarter. And I think it just shows you where we're focused, which is, we do look at the fee rate, but first and foremost we're thinking about every product we have has to meet our margin requirements.

Oh, sure. Yes, your expense flexibility certainly is clear in the results, and I wasn't trying to suggest that anything about that in my question. But thanks for that color that's helpful. The buybacks were really great you guys spent some time covering that and your dedication to capital return. But when we think about it from a signaling perspective, should we read into that if the M&A opportunities maybe not as robust given some of the volatility, some of the movements in financing, costs and whatnot, and while you guys have an ability to be creative in structuring and everything, there might not be as – the pitches might not be quite so fat, so to speak. And so, when that's the environment you guys are going to return capital more from a buyback perspective than seeking the inorganic. Am I reading too much into it or is that fair?

No, I would actually say it this way that our buyback, a lean into our buybacks probably came at the expense of paying down some additional debt. And when we looked at debt paid down versus buying back our stock, we thought given the current trading levels and given what we think the value of the company is, that it made a lot of sense to buy back our stock. I would not read into that buying back stock came at the expense, or it indicates that we don't think that the M&A environment is fertile because we do. As I said in my prepared remarks, we're just patient. And I think while we are waiting, we are looking at how do we deploy our capital, paying down debt, buying back stock, and we're making those decisions really on a very real-time basis based on the current facts and circumstances.

That's all fair. Thanks for that color.

We have no further questions. This will conclude today's conference call. Thank you for your participation. You may now disconnect.