[10-Q] Victory Capital Holdings, Inc. Quarterly Earnings Report
Q2-25 snapshot (VCTR 10-Q): Revenue jumped 60% YoY to $351.2 m on a 63% rise in investment-management fees, boosted by the 1 Apr 2025 Amundi US (Pioneer) acquisition. Fund administration & distribution fees climbed 48% to $68.9 m.
Profitability: Operating expenses more than doubled to $257.0 m, including $25.8 m of acquisition costs and $14.0 m of integration charges. Operating income slipped 15% to $94.2 m; net income fell 21% to $58.7 m as the tax rate rose to 32.5%. After $9.7 m preferred dividends, diluted EPS for common holders contracted 39% YoY to $0.68.
Balance sheet: Total assets swelled to $4.25 bn (2.55 bn at 12/24) with $1.28 bn of new intangibles and $251 m of goodwill. Long-term debt was little changed at $965.7 m, but cash declined to $107.9 m. Equity nearly doubled to $2.47 bn; share count rose to 66.9 m and 19.7 m non-voting preferred shares were issued to Amundi.
Cash flow & capital return: Operating cash flow dropped 50% to $74.5 m. The company paid $73.6 m in dividends ($0.49/sh) and repurchased $26.4 m of stock; $63.7 m went to the WestEnd earn-out, leaving an $80.7 m contingent liability.
Strategic outlook: Pioneer adds scale, global distribution and contributed $140.7 m of revenue in its first full quarter. Management targets long-term cross-selling benefits and cost synergies, but higher leverage, integration execution and amortization drag bear monitoring.
Riepilogo Q2-25 (VCTR 10-Q): I ricavi sono aumentati del 60% su base annua, raggiungendo 351,2 milioni di dollari, grazie a un incremento del 63% delle commissioni di gestione degli investimenti, favorito dall'acquisizione di Amundi US (Pioneer) avvenuta il 1掳 aprile 2025. Le commissioni per l'amministrazione e la distribuzione dei fondi sono cresciute del 48%, arrivando a 68,9 milioni di dollari.
搁别诲诲颈迟颈惫颈迟脿: Le spese operative sono pi霉 che raddoppiate, raggiungendo 257,0 milioni di dollari, inclusi 25,8 milioni di costi di acquisizione e 14,0 milioni di spese di integrazione. Il reddito operativo 猫 diminuito del 15% a 94,2 milioni; l'utile netto 猫 sceso del 21% a 58,7 milioni, a causa di un aumento dell'aliquota fiscale al 32,5%. Dopo 9,7 milioni di dividendi preferenziali, l'utile per azione diluito per gli azionisti comuni si 猫 contratto del 39% su base annua, attestandosi a 0,68 dollari.
Bilancio: Il totale degli attivi 猫 salito a 4,25 miliardi di dollari (2,55 miliardi a fine 2024), con 1,28 miliardi di nuovi beni immateriali e 251 milioni di avviamento. Il debito a lungo termine 猫 rimasto sostanzialmente invariato a 965,7 milioni, mentre la liquidit脿 猫 scesa a 107,9 milioni. Il patrimonio netto 猫 quasi raddoppiato a 2,47 miliardi; il numero di azioni 猫 salito a 66,9 milioni e sono state emesse 19,7 milioni di azioni privilegiate senza diritto di voto a favore di Amundi.
Flusso di cassa e ritorno di capitale: Il flusso di cassa operativo 猫 calato del 50%, attestandosi a 74,5 milioni. La societ脿 ha distribuito dividendi per 73,6 milioni (0,49 dollari per azione) e ha riacquistato azioni per 26,4 milioni; 63,7 milioni sono stati destinati all'accordo di earn-out con WestEnd, lasciando una passivit脿 contingente di 80,7 milioni.
Prospettive strategiche: L'acquisizione di Pioneer ha aumentato la scala operativa e la distribuzione globale, contribuendo con 140,7 milioni di ricavi nel primo trimestre completo. La direzione punta a benefici a lungo termine da cross-selling e sinergie di costo, ma 猫 necessario monitorare l'aumento della leva finanziaria, l'esecuzione dell'integrazione e l'impatto dell'ammortamento.
Instant谩nea Q2-25 (VCTR 10-Q): Los ingresos aumentaron un 60% interanual hasta 351,2 millones de d贸lares, impulsados por un incremento del 63% en las comisiones de gesti贸n de inversiones, potenciado por la adquisici贸n de Amundi US (Pioneer) el 1 de abril de 2025. Las comisiones por administraci贸n y distribuci贸n de fondos subieron un 48% hasta 68,9 millones de d贸lares.
Rentabilidad: Los gastos operativos m谩s que se duplicaron hasta 257,0 millones, incluyendo 25,8 millones en costos de adquisici贸n y 14,0 millones en cargos por integraci贸n. El ingreso operativo cay贸 un 15% hasta 94,2 millones; el ingreso neto disminuy贸 un 21% hasta 58,7 millones debido a un aumento en la tasa impositiva al 32,5%. Tras 9,7 millones en dividendos preferentes, las ganancias diluidas por acci贸n para los accionistas comunes se redujeron un 39% interanual a 0,68 d贸lares.
Balance: Los activos totales aumentaron a 4,25 mil millones de d贸lares (2,55 mil millones a 12/24) con 1,28 mil millones en nuevos intangibles y 251 millones en plusval铆a. La deuda a largo plazo se mantuvo casi sin cambios en 965,7 millones, pero el efectivo disminuy贸 a 107,9 millones. El patrimonio neto casi se duplic贸 a 2,47 mil millones; el n煤mero de acciones aument贸 a 66,9 millones y se emitieron 19,7 millones de acciones preferentes sin voto a Amundi.
Flujo de caja y retorno de capital: El flujo de caja operativo cay贸 un 50% a 74,5 millones. La compa帽铆a pag贸 73,6 millones en dividendos (0,49 d贸lares por acci贸n) y recompr贸 acciones por 26,4 millones; 63,7 millones se destinaron al earn-out de WestEnd, dejando un pasivo contingente de 80,7 millones.
Perspectivas estrat茅gicas: Pioneer a帽ade escala, distribuci贸n global y aport贸 140,7 millones en ingresos en su primer trimestre completo. La direcci贸n apunta a beneficios a largo plazo por ventas cruzadas y sinergias de costos, pero es necesario vigilar el mayor apalancamiento, la ejecuci贸n de la integraci贸n y el impacto de la amortizaci贸n.
Q2-25 鞀る儏靸� (VCTR 10-Q): 毵れ稖鞚� 鞝勲厔 雽�牍� 60% 歃濌皜頃� 3鞏� 5,120毵� 雼煬毳� 旮半頄堨溂氅�, 2025雲� 4鞗� 1鞚� Amundi US (Pioneer) 鞚胳垬鞐� 頌橃瀰鞏� 韴瀽 甏�毽� 靾橃垬耄岅皜 63% 靸侅姽頄堨姷雼堧嫟. 韼�霌� 甏�毽� 氚� 氚绊彫 靾橃垬耄岆姅 48% 歃濌皜頃橃棳 6,890毵� 雼煬鞐� 雼枅鞀惦媹雼�.
靾橃澋靹�: 鞓侅梾牍勳毄鞚� 2氚� 鞚挫儊 歃濌皜頃� 2鞏� 5,700毵� 雼煬搿�, 鞚� 欷� 2,580毵� 雼煬電� 鞚胳垬 牍勳毄, 1,400毵� 雼煬電� 韱淀暕 牍勳毄鞛呺媹雼�. 鞓侅梾鞚挫澋鞚� 15% 臧愳唽頃� 9,420毵� 雼煬, 靾滌澊鞚奠潃 靹胳湪 靸侅姽(32.5%)鞙茧 21% 臧愳唽頃� 5,870毵� 雼煬毳� 旮半頄堨姷雼堧嫟. 鞖办劆欤� 氚半嫻旮� 970毵� 雼煬毳� 鞝滌櫢頃� 氤错喌欤� 頋劃 欤茧嫻靾滌澊鞚奠潃 鞝勲厔 雽�牍� 39% 臧愳唽頃� 0.68雼煬鞛呺媹雼�.
雽赌彀寑臁绊憸: 齑濎瀽靷办潃 42鞏� 5觳滊 雼煬搿� 歃濌皜(2024雲� 12鞗� 旮办 25鞏� 5觳滊 雼煬)頄堨溂氅�, 鞁犼窚 氍错槙鞛愳偘 12鞏� 8觳滊 雼煬鞕� 鞓侅梾甓� 2鞏� 5,100毵� 雼煬臧� 韽暔霅橃棃鞀惦媹雼�. 鞛リ赴 攵�毂勲姅 9鞏� 6,570毵� 雼煬搿� 瓯办潣 氤�霃欖澊 鞐嗢棃鞙茧倶 順勱笀鞚� 1鞏� 790毵� 雼煬搿� 臧愳唽頄堨姷雼堧嫟. 鞛愲掣鞚� 瓯办潣 霊� 氚半 電橃柎雮� 24鞏� 7觳滊 雼煬鞚措┌, 欤检嫕 靾橂姅 6,690毵� 欤茧 歃濌皜頄堦碃, Amundi鞐� 1,970毵� 欤检潣 鞚橁舶甓� 鞐嗠姅 鞖办劆欤缄皜 氚滍枆霅橃棃鞀惦媹雼�.
順勱笀 頋愲 氚� 鞛愲掣 頇橃洂: 鞓侅梾 順勱笀 頋愲鞚� 50% 臧愳唽頃� 7,450毵� 雼煬鞓�鞀惦媹雼�. 須岇偓電� 7,360毵� 雼煬(欤茧嫻 0.49雼煬)鞚� 氚半嫻旮堨潉 歆�旮夗晿瓿� 2,640毵� 雼煬鞚� 鞛愳偓欤茧ゼ 毵れ瀰頄堨溂氅�, 6,370毵� 雼煬電� WestEnd 鞚胳垬 臁瓣贝 歆�旮夓棎 靷毄霅橃柎 8,070毵� 雼煬鞚� 鞖半皽 攵�毂勱皜 雮晿鞀惦媹雼�.
鞝勲灥鞝� 鞝勲: Pioneer 鞚胳垬搿� 攴滊鞕� 旮�搿滊矊 氚绊彫毵濎澊 頇曤寑霅橃棃鞙茧┌, 觳� 鞝勳泊 攵勱赴鞐愳劀 1鞏� 4,070毵� 雼煬鞚� 毵れ稖鞚� 旮办棳頄堨姷雼堧嫟. 瓴届榿歆勳潃 鞛リ赴鞝侅澑 甑愳皑 韺愲Г 須臣鞕� 牍勳毄 鞁滊剤歆�毳� 氇╉憸搿� 頃橃毵�, 雴掛潃 霠堧矂毽, 韱淀暕 鞁ろ枆 氚� 靸侁皝 牍勳毄鞚� 欤检潣 旯婈矊 氇媹韯半頃挫暭 頃╇媹雼�.
Instantan茅 T2-25 (VCTR 10-Q) : Le chiffre d'affaires a bondi de 60 % en glissement annuel pour atteindre 351,2 millions de dollars, port茅 par une hausse de 63 % des frais de gestion d'investissements, stimul茅e par l'acquisition d'Amundi US (Pioneer) au 1er avril 2025. Les frais d'administration et de distribution des fonds ont augment茅 de 48 % pour atteindre 68,9 millions de dollars.
Rentabilit茅 : Les charges d'exploitation ont plus que doubl茅 pour atteindre 257,0 millions de dollars, incluant 25,8 millions de co没ts d'acquisition et 14,0 millions de frais d'int茅gration. Le r茅sultat op茅rationnel a recul茅 de 15 % 脿 94,2 millions ; le r茅sultat net a diminu茅 de 21 % 脿 58,7 millions, en raison d'une hausse du taux d'imposition 脿 32,5 %. Apr猫s 9,7 millions de dividendes pr茅f茅rentiels, le BPA dilu茅 pour les actionnaires ordinaires a chut茅 de 39 % en glissement annuel 脿 0,68 $.
Bilan : Le total des actifs a gonfl茅 脿 4,25 milliards de dollars (2,55 milliards au 12/24) avec 1,28 milliard de nouveaux actifs incorporels et 251 millions de goodwill. La dette 脿 long terme est rest茅e quasiment stable 脿 965,7 millions, mais la tr茅sorerie a diminu茅 脿 107,9 millions. Les capitaux propres ont presque doubl茅 脿 2,47 milliards ; le nombre d'actions a augment茅 脿 66,9 millions et 19,7 millions d'actions pr茅f茅rentielles sans droit de vote ont 茅t茅 茅mises 脿 Amundi.
Flux de tr茅sorerie et retour sur capital : Le flux de tr茅sorerie op茅rationnel a chut茅 de 50 % 脿 74,5 millions. La soci茅t茅 a vers茅 73,6 millions en dividendes (0,49 $/action) et rachet茅 pour 26,4 millions d'actions ; 63,7 millions ont 茅t茅 vers茅s au earn-out de WestEnd, laissant une dette 茅ventuelle de 80,7 millions.
Perspectives strat茅giques : Pioneer apporte une plus grande envergure, une distribution mondiale et a contribu茅 140,7 millions de revenus lors de son premier trimestre complet. La direction vise des b茅n茅fices 脿 long terme via la vente crois茅e et des synergies de co没ts, mais un effet de levier accru, l'ex茅cution de l'int茅gration et l'amortissement n茅cessitent une surveillance attentive.
Q2-25 Momentaufnahme (VCTR 10-Q): Der Umsatz stieg im Jahresvergleich um 60 % auf 351,2 Mio. USD, getrieben durch einen Anstieg der Investment-Management-Geb眉hren um 63 %, beg眉nstigt durch die 脺bernahme von Amundi US (Pioneer) zum 1. April 2025. Die Verwaltungs- und Vertriebsgeb眉hren f眉r Fonds stiegen um 48 % auf 68,9 Mio. USD.
笔谤辞蹿颈迟补产颈濒颈迟盲迟: Die Betriebskosten mehr als verdoppelten sich auf 257,0 Mio. USD, einschlie脽lich 25,8 Mio. USD an Akquisitionskosten und 14,0 Mio. USD an Integrationsaufwendungen. Das Betriebsergebnis sank um 15 % auf 94,2 Mio.; der Nettogewinn fiel um 21 % auf 58,7 Mio., da der Steuersatz auf 32,5 % stieg. Nach 9,7 Mio. USD an Vorzugsdividenden verringerte sich das verw盲sserte Ergebnis je Aktie f眉r Stammaktion盲re um 39 % auf 0,68 USD.
Bilanz: Die Gesamtaktiva wuchsen auf 4,25 Mrd. USD (2,55 Mrd. zum 12/24) mit 1,28 Mrd. an neuen immateriellen Verm枚genswerten und 251 Mio. an Firmenwert. Die langfristigen Schulden blieben mit 965,7 Mio. nahezu unver盲ndert, w盲hrend das Bargeld auf 107,9 Mio. sank. Das Eigenkapital verdoppelte sich nahezu auf 2,47 Mrd.; die Aktienanzahl stieg auf 66,9 Mio. und 19,7 Mio. stimmlose Vorzugsaktien wurden an Amundi ausgegeben.
Cashflow & Kapitalr眉ckf眉hrung: Der operative Cashflow sank um 50 % auf 74,5 Mio. USD. Das Unternehmen zahlte 73,6 Mio. USD an Dividenden (0,49 USD/Aktie) und kaufte Aktien im Wert von 26,4 Mio. zur眉ck; 63,7 Mio. flossen in die WestEnd Earn-out-Zahlung, wodurch eine Eventualverbindlichkeit von 80,7 Mio. verbleibt.
Strategischer Ausblick: Pioneer bringt Skaleneffekte, globale Distribution und trug im ersten vollen Quartal 140,7 Mio. USD zum Umsatz bei. Das Management zielt auf langfristige Cross-Selling-Vorteile und Kostensynergien ab, doch h枚here Verschuldung, Integrationsumsetzung und Abschreibungen sollten genau beobachtet werden.
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Insights
TL;DR: Strong top-line from Pioneer, but margin compression and dilution temper near-term upside.
The Amundi US deal immediately lifted revenue and AUM visibility, validating Victory鈥檚 acquisitive model. However, GAAP earnings contracted on acquisition, restructuring and amortization charges, while preferred dividends cut common EPS by 9 垄 per share. Pro-forma leverage is stable (~2.7脳 EBITDA), yet cash generation halved, reflecting working-capital outflows and earn-out payments. Investors should weigh the enlarged, more diversified platform against integration risk, higher non-cash amortization and an elevated tax rate. Near-term multiple expansion likely hinges on successful synergy capture and EPS accretion once deal costs roll off.
TL;DR: Pioneer acquisition structurally positive; execution risk and goodwill now dominate narrative.
Pioneer provides global distribution via a 15-year reciprocal arrangement and adds $1.3 bn of intangibles. Payment in equity preserves debt capacity but dilutes common holders and introduces a new 19.7 m preferred stack. Remaining WestEnd and Pioneer adjustments create $161 m of contingent or deferred payouts. Any revenue slippage, goodwill impairment or cost overrun would materially hit returns. Still, the structure limits near-term cash drain and positions Victory for cross-border growth鈥攊mpact best assessed over 18-24 months.
Riepilogo Q2-25 (VCTR 10-Q): I ricavi sono aumentati del 60% su base annua, raggiungendo 351,2 milioni di dollari, grazie a un incremento del 63% delle commissioni di gestione degli investimenti, favorito dall'acquisizione di Amundi US (Pioneer) avvenuta il 1掳 aprile 2025. Le commissioni per l'amministrazione e la distribuzione dei fondi sono cresciute del 48%, arrivando a 68,9 milioni di dollari.
搁别诲诲颈迟颈惫颈迟脿: Le spese operative sono pi霉 che raddoppiate, raggiungendo 257,0 milioni di dollari, inclusi 25,8 milioni di costi di acquisizione e 14,0 milioni di spese di integrazione. Il reddito operativo 猫 diminuito del 15% a 94,2 milioni; l'utile netto 猫 sceso del 21% a 58,7 milioni, a causa di un aumento dell'aliquota fiscale al 32,5%. Dopo 9,7 milioni di dividendi preferenziali, l'utile per azione diluito per gli azionisti comuni si 猫 contratto del 39% su base annua, attestandosi a 0,68 dollari.
Bilancio: Il totale degli attivi 猫 salito a 4,25 miliardi di dollari (2,55 miliardi a fine 2024), con 1,28 miliardi di nuovi beni immateriali e 251 milioni di avviamento. Il debito a lungo termine 猫 rimasto sostanzialmente invariato a 965,7 milioni, mentre la liquidit脿 猫 scesa a 107,9 milioni. Il patrimonio netto 猫 quasi raddoppiato a 2,47 miliardi; il numero di azioni 猫 salito a 66,9 milioni e sono state emesse 19,7 milioni di azioni privilegiate senza diritto di voto a favore di Amundi.
Flusso di cassa e ritorno di capitale: Il flusso di cassa operativo 猫 calato del 50%, attestandosi a 74,5 milioni. La societ脿 ha distribuito dividendi per 73,6 milioni (0,49 dollari per azione) e ha riacquistato azioni per 26,4 milioni; 63,7 milioni sono stati destinati all'accordo di earn-out con WestEnd, lasciando una passivit脿 contingente di 80,7 milioni.
Prospettive strategiche: L'acquisizione di Pioneer ha aumentato la scala operativa e la distribuzione globale, contribuendo con 140,7 milioni di ricavi nel primo trimestre completo. La direzione punta a benefici a lungo termine da cross-selling e sinergie di costo, ma 猫 necessario monitorare l'aumento della leva finanziaria, l'esecuzione dell'integrazione e l'impatto dell'ammortamento.
Instant谩nea Q2-25 (VCTR 10-Q): Los ingresos aumentaron un 60% interanual hasta 351,2 millones de d贸lares, impulsados por un incremento del 63% en las comisiones de gesti贸n de inversiones, potenciado por la adquisici贸n de Amundi US (Pioneer) el 1 de abril de 2025. Las comisiones por administraci贸n y distribuci贸n de fondos subieron un 48% hasta 68,9 millones de d贸lares.
Rentabilidad: Los gastos operativos m谩s que se duplicaron hasta 257,0 millones, incluyendo 25,8 millones en costos de adquisici贸n y 14,0 millones en cargos por integraci贸n. El ingreso operativo cay贸 un 15% hasta 94,2 millones; el ingreso neto disminuy贸 un 21% hasta 58,7 millones debido a un aumento en la tasa impositiva al 32,5%. Tras 9,7 millones en dividendos preferentes, las ganancias diluidas por acci贸n para los accionistas comunes se redujeron un 39% interanual a 0,68 d贸lares.
Balance: Los activos totales aumentaron a 4,25 mil millones de d贸lares (2,55 mil millones a 12/24) con 1,28 mil millones en nuevos intangibles y 251 millones en plusval铆a. La deuda a largo plazo se mantuvo casi sin cambios en 965,7 millones, pero el efectivo disminuy贸 a 107,9 millones. El patrimonio neto casi se duplic贸 a 2,47 mil millones; el n煤mero de acciones aument贸 a 66,9 millones y se emitieron 19,7 millones de acciones preferentes sin voto a Amundi.
Flujo de caja y retorno de capital: El flujo de caja operativo cay贸 un 50% a 74,5 millones. La compa帽铆a pag贸 73,6 millones en dividendos (0,49 d贸lares por acci贸n) y recompr贸 acciones por 26,4 millones; 63,7 millones se destinaron al earn-out de WestEnd, dejando un pasivo contingente de 80,7 millones.
Perspectivas estrat茅gicas: Pioneer a帽ade escala, distribuci贸n global y aport贸 140,7 millones en ingresos en su primer trimestre completo. La direcci贸n apunta a beneficios a largo plazo por ventas cruzadas y sinergias de costos, pero es necesario vigilar el mayor apalancamiento, la ejecuci贸n de la integraci贸n y el impacto de la amortizaci贸n.
Q2-25 鞀る儏靸� (VCTR 10-Q): 毵れ稖鞚� 鞝勲厔 雽�牍� 60% 歃濌皜頃� 3鞏� 5,120毵� 雼煬毳� 旮半頄堨溂氅�, 2025雲� 4鞗� 1鞚� Amundi US (Pioneer) 鞚胳垬鞐� 頌橃瀰鞏� 韴瀽 甏�毽� 靾橃垬耄岅皜 63% 靸侅姽頄堨姷雼堧嫟. 韼�霌� 甏�毽� 氚� 氚绊彫 靾橃垬耄岆姅 48% 歃濌皜頃橃棳 6,890毵� 雼煬鞐� 雼枅鞀惦媹雼�.
靾橃澋靹�: 鞓侅梾牍勳毄鞚� 2氚� 鞚挫儊 歃濌皜頃� 2鞏� 5,700毵� 雼煬搿�, 鞚� 欷� 2,580毵� 雼煬電� 鞚胳垬 牍勳毄, 1,400毵� 雼煬電� 韱淀暕 牍勳毄鞛呺媹雼�. 鞓侅梾鞚挫澋鞚� 15% 臧愳唽頃� 9,420毵� 雼煬, 靾滌澊鞚奠潃 靹胳湪 靸侅姽(32.5%)鞙茧 21% 臧愳唽頃� 5,870毵� 雼煬毳� 旮半頄堨姷雼堧嫟. 鞖办劆欤� 氚半嫻旮� 970毵� 雼煬毳� 鞝滌櫢頃� 氤错喌欤� 頋劃 欤茧嫻靾滌澊鞚奠潃 鞝勲厔 雽�牍� 39% 臧愳唽頃� 0.68雼煬鞛呺媹雼�.
雽赌彀寑臁绊憸: 齑濎瀽靷办潃 42鞏� 5觳滊 雼煬搿� 歃濌皜(2024雲� 12鞗� 旮办 25鞏� 5觳滊 雼煬)頄堨溂氅�, 鞁犼窚 氍错槙鞛愳偘 12鞏� 8觳滊 雼煬鞕� 鞓侅梾甓� 2鞏� 5,100毵� 雼煬臧� 韽暔霅橃棃鞀惦媹雼�. 鞛リ赴 攵�毂勲姅 9鞏� 6,570毵� 雼煬搿� 瓯办潣 氤�霃欖澊 鞐嗢棃鞙茧倶 順勱笀鞚� 1鞏� 790毵� 雼煬搿� 臧愳唽頄堨姷雼堧嫟. 鞛愲掣鞚� 瓯办潣 霊� 氚半 電橃柎雮� 24鞏� 7觳滊 雼煬鞚措┌, 欤检嫕 靾橂姅 6,690毵� 欤茧 歃濌皜頄堦碃, Amundi鞐� 1,970毵� 欤检潣 鞚橁舶甓� 鞐嗠姅 鞖办劆欤缄皜 氚滍枆霅橃棃鞀惦媹雼�.
順勱笀 頋愲 氚� 鞛愲掣 頇橃洂: 鞓侅梾 順勱笀 頋愲鞚� 50% 臧愳唽頃� 7,450毵� 雼煬鞓�鞀惦媹雼�. 須岇偓電� 7,360毵� 雼煬(欤茧嫻 0.49雼煬)鞚� 氚半嫻旮堨潉 歆�旮夗晿瓿� 2,640毵� 雼煬鞚� 鞛愳偓欤茧ゼ 毵れ瀰頄堨溂氅�, 6,370毵� 雼煬電� WestEnd 鞚胳垬 臁瓣贝 歆�旮夓棎 靷毄霅橃柎 8,070毵� 雼煬鞚� 鞖半皽 攵�毂勱皜 雮晿鞀惦媹雼�.
鞝勲灥鞝� 鞝勲: Pioneer 鞚胳垬搿� 攴滊鞕� 旮�搿滊矊 氚绊彫毵濎澊 頇曤寑霅橃棃鞙茧┌, 觳� 鞝勳泊 攵勱赴鞐愳劀 1鞏� 4,070毵� 雼煬鞚� 毵れ稖鞚� 旮办棳頄堨姷雼堧嫟. 瓴届榿歆勳潃 鞛リ赴鞝侅澑 甑愳皑 韺愲Г 須臣鞕� 牍勳毄 鞁滊剤歆�毳� 氇╉憸搿� 頃橃毵�, 雴掛潃 霠堧矂毽, 韱淀暕 鞁ろ枆 氚� 靸侁皝 牍勳毄鞚� 欤检潣 旯婈矊 氇媹韯半頃挫暭 頃╇媹雼�.
Instantan茅 T2-25 (VCTR 10-Q) : Le chiffre d'affaires a bondi de 60 % en glissement annuel pour atteindre 351,2 millions de dollars, port茅 par une hausse de 63 % des frais de gestion d'investissements, stimul茅e par l'acquisition d'Amundi US (Pioneer) au 1er avril 2025. Les frais d'administration et de distribution des fonds ont augment茅 de 48 % pour atteindre 68,9 millions de dollars.
Rentabilit茅 : Les charges d'exploitation ont plus que doubl茅 pour atteindre 257,0 millions de dollars, incluant 25,8 millions de co没ts d'acquisition et 14,0 millions de frais d'int茅gration. Le r茅sultat op茅rationnel a recul茅 de 15 % 脿 94,2 millions ; le r茅sultat net a diminu茅 de 21 % 脿 58,7 millions, en raison d'une hausse du taux d'imposition 脿 32,5 %. Apr猫s 9,7 millions de dividendes pr茅f茅rentiels, le BPA dilu茅 pour les actionnaires ordinaires a chut茅 de 39 % en glissement annuel 脿 0,68 $.
Bilan : Le total des actifs a gonfl茅 脿 4,25 milliards de dollars (2,55 milliards au 12/24) avec 1,28 milliard de nouveaux actifs incorporels et 251 millions de goodwill. La dette 脿 long terme est rest茅e quasiment stable 脿 965,7 millions, mais la tr茅sorerie a diminu茅 脿 107,9 millions. Les capitaux propres ont presque doubl茅 脿 2,47 milliards ; le nombre d'actions a augment茅 脿 66,9 millions et 19,7 millions d'actions pr茅f茅rentielles sans droit de vote ont 茅t茅 茅mises 脿 Amundi.
Flux de tr茅sorerie et retour sur capital : Le flux de tr茅sorerie op茅rationnel a chut茅 de 50 % 脿 74,5 millions. La soci茅t茅 a vers茅 73,6 millions en dividendes (0,49 $/action) et rachet茅 pour 26,4 millions d'actions ; 63,7 millions ont 茅t茅 vers茅s au earn-out de WestEnd, laissant une dette 茅ventuelle de 80,7 millions.
Perspectives strat茅giques : Pioneer apporte une plus grande envergure, une distribution mondiale et a contribu茅 140,7 millions de revenus lors de son premier trimestre complet. La direction vise des b茅n茅fices 脿 long terme via la vente crois茅e et des synergies de co没ts, mais un effet de levier accru, l'ex茅cution de l'int茅gration et l'amortissement n茅cessitent une surveillance attentive.
Q2-25 Momentaufnahme (VCTR 10-Q): Der Umsatz stieg im Jahresvergleich um 60 % auf 351,2 Mio. USD, getrieben durch einen Anstieg der Investment-Management-Geb眉hren um 63 %, beg眉nstigt durch die 脺bernahme von Amundi US (Pioneer) zum 1. April 2025. Die Verwaltungs- und Vertriebsgeb眉hren f眉r Fonds stiegen um 48 % auf 68,9 Mio. USD.
笔谤辞蹿颈迟补产颈濒颈迟盲迟: Die Betriebskosten mehr als verdoppelten sich auf 257,0 Mio. USD, einschlie脽lich 25,8 Mio. USD an Akquisitionskosten und 14,0 Mio. USD an Integrationsaufwendungen. Das Betriebsergebnis sank um 15 % auf 94,2 Mio.; der Nettogewinn fiel um 21 % auf 58,7 Mio., da der Steuersatz auf 32,5 % stieg. Nach 9,7 Mio. USD an Vorzugsdividenden verringerte sich das verw盲sserte Ergebnis je Aktie f眉r Stammaktion盲re um 39 % auf 0,68 USD.
Bilanz: Die Gesamtaktiva wuchsen auf 4,25 Mrd. USD (2,55 Mrd. zum 12/24) mit 1,28 Mrd. an neuen immateriellen Verm枚genswerten und 251 Mio. an Firmenwert. Die langfristigen Schulden blieben mit 965,7 Mio. nahezu unver盲ndert, w盲hrend das Bargeld auf 107,9 Mio. sank. Das Eigenkapital verdoppelte sich nahezu auf 2,47 Mrd.; die Aktienanzahl stieg auf 66,9 Mio. und 19,7 Mio. stimmlose Vorzugsaktien wurden an Amundi ausgegeben.
Cashflow & Kapitalr眉ckf眉hrung: Der operative Cashflow sank um 50 % auf 74,5 Mio. USD. Das Unternehmen zahlte 73,6 Mio. USD an Dividenden (0,49 USD/Aktie) und kaufte Aktien im Wert von 26,4 Mio. zur眉ck; 63,7 Mio. flossen in die WestEnd Earn-out-Zahlung, wodurch eine Eventualverbindlichkeit von 80,7 Mio. verbleibt.
Strategischer Ausblick: Pioneer bringt Skaleneffekte, globale Distribution und trug im ersten vollen Quartal 140,7 Mio. USD zum Umsatz bei. Das Management zielt auf langfristige Cross-Selling-Vorteile und Kostensynergien ab, doch h枚here Verschuldung, Integrationsumsetzung und Abschreibungen sollten genau beobachtet werden.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of outstanding shares of the registrant’s Common Stock, par value $0.01 per share as of July 31, 2025 was
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION |
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Item 1. |
Financial Information |
3 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
30 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
47 |
Item 4. |
Controls and Procedures |
48 |
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PART II — OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
49 |
Item 1A. |
Risk Factors |
49 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
49 |
Item 3. |
Defaults Upon Senior Securities |
50 |
Item 4. |
Mine Safety Disclosures |
50 |
Item 5. |
Other Information |
50 |
Item 6. |
Exhibits |
50 |
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Signatures |
51 |
Forward-Looking Statements
This document 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 outlook for Victory Capital’s future business and financial performance. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's control and could cause Victory Capital's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward looking statements.
Although it is not possible to identify all of these risks and factors, they include, among others, the following: reductions in the assets under management (“AUM”) based on investment performance, client withdrawals, difficult market conditions and other factors such as the conflicts in Ukraine and Israel, a pandemic, tariffs or trade restrictions; the nature of the Company’s contracts and investment advisory agreements; the Company's ability to maintain historical returns and sustain our historical growth; the Company's dependence on third parties to market our strategies and provide products or services for the operation of our business; the Company's ability to retain key investment professionals or members of our senior management team; the Company's reliance on the technology systems supporting our operations; the Company's ability to successfully acquire and integrate new companies; risks associated with expected benefits of the Amundi US transaction and the related impact on the Company’s business; 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 our 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 we are not required to register as an “investment company” under the Investment Company Act of 1940; 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; and other risks and factors included, but not limited to, those listed under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, which is accessible on the SEC’s website at www.sec.gov.
In light of these risks, uncertainties and other factors, the forward-looking statements contained in this report might not prove to be accurate. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
2
Table of Contents
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except shares data)
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June 30, 2025 |
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December 31, 2024 |
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Assets |
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Cash and cash equivalents |
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Prepaid expenses |
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Investments, at fair value |
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Property and equipment, net |
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Goodwill |
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Consideration payable for acquisition of business |
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Additional paid-in capital |
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Treasury stock, at cost: 2025 - |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
3
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
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Three Months Ended June 30, |
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2024 |
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Expenses |
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General and administrative |
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Income from operations |
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Interest expense and other financing costs |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Preferred stock dividends |
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Net income attributable to preferred stockholders |
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Net income attributable to common shareholders |
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$ |
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$ |
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$ |
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$ |
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Earnings per share of common stock |
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Basic |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of shares outstanding |
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|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends declared per share of common stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
4
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net amortization of deferred gain on terminated cash flow hedges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net unrealized income (loss) on foreign currency translation |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total other comprehensive income (loss), net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
5
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
|
|||||||
|
|
Preferred |
|
|
Common |
|
|
Treasury |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Retained |
|
|
|
|
|||||||
|
|
Stock |
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Income |
|
|
Earnings |
|
|
Total |
|
|||||||
Balance, December 31, 2024 |
$ |
|
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Issuance of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Exercise of options |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance, March 31, 2025 |
$ |
|
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Issuance of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of shares |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchased shares pending settlement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercise of options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Issuance of stock in connection with the acquisition of Amundi US |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance, June 30, 2025 |
$ |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
|
|||||||
|
|
Preferred |
|
|
|
Common |
|
|
Treasury |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Retained |
|
|
|
|
|||||||
|
|
Stock |
|
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Income |
|
|
Earnings |
|
|
Total |
|
|||||||
Balance, December 31, 2023 |
$ |
|
— |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Issuance of common stock |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Exercise of options |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share-based compensation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends declared |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance, March 31, 2024 |
$ |
|
— |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Issuance of common stock |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Exercise of options |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share-based compensation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Dividends declared |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance, June 30, 2024 |
$ |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
See the accompanying notes to the unaudited condensed consolidated financial statements
6
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Provision for deferred income taxes |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred financing costs, accretion expense and derivative gains/losses |
|
|
( |
) |
|
|
( |
) |
Stock-based and deferred compensation |
|
|
|
|
|
|
||
Change in fair value of contingent consideration obligations |
|
|
|
|
|
|
||
Unrealized depreciation (appreciation) on investments |
|
|
( |
) |
|
|
( |
) |
Noncash lease expense |
|
|
|
|
|
|
||
Loss on debt extinguishment |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Receivables |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses |
|
|
|
|
|
( |
) |
|
Other assets |
|
|
|
|
|
( |
) |
|
Accounts payable and accrued expenses |
|
|
( |
) |
|
|
( |
) |
Accrued compensation and benefits |
|
|
( |
) |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Sales of investments |
|
|
|
|
|
|
||
Cash acquired from acquisition |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Issuance of common stock |
|
|
|
|
|
|
||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
Payments of taxes related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Payment of debt financing fees |
|
|
|
|
|
( |
) |
|
Repayment of long-term senior debt |
|
|
|
|
|
( |
) |
|
Payment of dividends |
|
|
( |
) |
|
|
( |
) |
Payment of consideration for acquisition |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Effect of changes of foreign exchange rate on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
|
|
|
|
|
||
Noncash items |
|
|
|
|
|
|
||
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Issuance of |
|
$ |
|
|
$ |
|
||
See the accompanying notes to the unaudited condensed consolidated financial statements.
7
Table of Contents
Victory Capital Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1. ORGANIZATION AND NATURE OF BUSINESS
Victory Capital Holdings, Inc., a Delaware corporation (along with its wholly-owned subsidiaries, collectively referred to as the “Company,” “Victory,” or in the first-person notations of “we,” “us,” and “our”), provides specialized investments strategies to institutions, intermediaries, retirement platforms and individual investors. With multiple autonomous Investment Franchises and a Solutions Platform, the Company offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange-traded funds ("ETFs"), institutional separate accounts, variable insurance products (“VIPs”), alternative investments, private closed end funds, and a 529 Education Savings Plan. The Company’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts (“SMAs”) and unified managed accounts (“UMAs”) through wrap account programs, Collective Investment Trusts (“CITs”), undertakings for the collective investment in transferable securities (“UCITS”), and other pooled vehicles.
Victory Capital Management Inc ("VCM"), a wholly-owned subsidiary of the Company, is a registered investment adviser and provides mutual fund administrative services for the Victory Portfolios, Victory Variable Insurance Funds, Victory Variable Insurance Funds II, the mutual fund series of the Victory Portfolios II, Victory Portfolios III, and Victory Portfolio IV (collectively, the "Victory Funds"), a family of open-end mutual funds, and the VictoryShares (the Company's ETF brand). Additionally, VCM employs all of the Company's United States investment professionals across its Franchises and Solutions, which are not separate legal entities. VCM's wholly-owned subsidiaries include RS investment Management (Singapore) Pte. Ltd., RS investments (UK) Limited and NEC Pipeline LLC.
Victory Capital Services Inc. ("VCS"), a wholly-owned subsidiary of the Company, is registered with the SEC as an introducing broker-dealer and serves as distributor and underwriter for the Victory Funds and a 529 Education Savings Plan. VCS offers brokerage services to individual investors through an open architecture brokerage platform. VCS is also the placement agent for certain private funds managed by VCM. Victory Capital Transfer Agency, Inc. ("VCTA"), a wholly-owned subsidiary of the Company, is registered with the SEC as a transfer agent for the Victory Funds III.
WestEnd Advisors, LLC ("WestEnd") is an ETF strategist adviser that provides financial advisers with a turnkey, core model allocation strategy for either a holistic solution or complementary source of alpha. WestEnd is a wholly-owned subsidiary of Victory Capital Holdings, Inc. and is the Company's second registered investment adviser.
On July 8, 2024, the Company, Amundi Asset Management S.A.S ("Amundi'), and, solely for certain provisions thereof, Amundi S.A., (“Amundi Parent,” and together with Amundi, the “Amundi Parties”) entered into the Contribution Agreement (the “Contribution Agreement”) to combine Amundi’s U.S. business ("Amundi US"), into the Company. On April 1, 2025, the Company completed the acquisition and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and investment products. VCM serves as the investment adviser and provides mutual fund administration services for certain Pioneer mutual funds under Victory Portfolios IV and Victory Variable Insurance Funds II. VCS serves as the distributor to Victory Portfolios IV and Victory Variable Insurance Funds II. Refer to Note 4, Acquisitions, for further details related to the acquisition.
The Company and Amundi are party to an Off-Shore Master Distribution and Services Agreement and an On-Shore Master Distribution and Services Agreement, each dated as of July 8, 2024 (as amended and restated, the “Amended and Restated Distribution and Services Agreements”). Under the Amended and Restated Distribution and Services Agreements, Victory is entitled to a percentage of fee revenues derived from Victory’s products that the Amundi Parties distribute outside the United States, and Amundi is entitled to a percentage of fee revenues derived from the Amundi Parties’ products that Victory distributes in the United States. The Distribution and Services Agreements will continue until the 15th anniversary of the date of the Closing, and automatically renew thereafter and remain effective for successive five-year terms. Victory serves as the sub-adviser for Amundi and Investment Adviser for Amundi UCITS. Refer to Note 6, Related-party transactions, for further details relating to investment advisory and distribution and services agreements relating to the acquisition of Amundi US.
NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete
8
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annual financial statements. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
In the opinion of management, the consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial condition, results of operations, and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries, after elimination of all intercompany balances and transactions. Our involvement with non-consolidated variable interest entities (“VIEs”) includes sponsored investment funds.
For further discussion regarding VIEs, refer to Note 2, Significant Accounting Policies, to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Use of Estimates and Assumptions
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements and the notes. Actual results may ultimately differ materially from those estimates.
Preferred Stock
The Company issued Series A Non-Voting Convertible Preferred Stock ("Preferred stock") in connection with the acquisition of Amundi US. Holders of Preferred stock do not have any voting rights, except as required by applicable law. The Preferred stock is economically equivalent to Common stock (including with respect to dividends), except that, upon liquidation of the Company (but not a consolidation, merger or reorganization), holders of the Preferred stock would be entitled to a liquidation preference equal to $
The shares of Preferred stock are not convertible to shares of Common stock at the option of the holder. Upon specified transfers of the Preferred stock to third parties, the shares of Preferred stock will automatically convert into shares of Common stock in the hands of the transferee on an equivalent basis. Conversion will only occur in the event of a transfer of shares to an entity that is not an affiliate of Amundi in certain specified transfer scenarios.
Earnings Per Share
The Company includes participating securities (Preferred stock) in the computation of earnings per share pursuant to the two-class method. The two-class method of calculating earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. Under the two-class method, total dividends provided to and undistributed earnings allocated to the holders of Preferred stock are subtracted from net income in determining income attributable to common stockholders. The calculation of basic earnings per share is calculated by dividing net income attributable to common shareholders by the weighted average number of shares of Victory common stock outstanding during the period.
Diluted earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. When applying the treasury stock method, Victory includes vested and unvested stock options and unvested restricted stock grants outstanding during the periods presented in its calculation of diluted earnings per share. The treasury stock method assumes that the proceeds of exercise are used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost.
New Accounting Pronouncements
Recently Issued Accounting Standards
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NOTE 3. Revenue RECOGNITION
In accordance with revenue recognition standard requirements, the following table disaggregates our revenue by type and product:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Investment management fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds (Victory Funds) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ETFs (VictoryShares) |
|
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|
|
|
|
|
|
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|
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|
||||
Separate accounts and other vehicles |
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|
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Performance-based fees |
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|
|
|
|
|
|
||||
Mutual funds (Victory Funds III & IV) |
|
|
|
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|
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|
|
|
|
|
|
||||
Separate accounts and other vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investment management fees |
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|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
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||||
Fund administration and distribution fees |
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|
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|
||||
Administration fees |
|
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|
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|
|
|
|
|
|
|
|
||||
Mutual funds (Victory Funds) |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
ETFs (VictoryShares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distribution fees |
|
|
|
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|
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|
|
|
|
|
|
||||
Separate accounts and other vehicles |
|
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|
|
|
|
|
|
|
|
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|
||||
Mutual funds (Victory Funds) |
|
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||||
Transfer agent fees |
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|
||||
Mutual funds (Victory Funds III) |
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|
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|
||||
Total fund administration and distribution fees |
|
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|
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|
||||
|
|
|
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|
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|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table presents balances of receivables:
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Customer receivables |
|
|
|
|
|
|
||
Mutual funds (Victory Funds) |
|
$ |
|
|
$ |
|
||
ETFs (VictoryShares) |
|
|
|
|
|
|
||
Separate accounts and other vehicles |
|
|
|
|
|
|
||
Receivables from contracts with customers |
|
|
|
|
|
|
||
Non-customer receivables |
|
|
|
|
|
|
||
Total receivables |
|
$ |
|
|
$ |
|
||
Revenue
The Company’s revenue includes fees earned from providing;
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Revenue is recognized for each distinct performance obligation identified in customer contracts when the performance obligation has been satisfied by transferring services to a customer either over time or at the point in time when the customer obtains control of the service. Revenue is recognized in the amount of variable or fixed consideration allocated to the satisfied performance obligation that Victory expects to be entitled to in exchange for transferring services to a customer. Variable consideration is included in the transaction price only when it is probable that a significant reversal of such revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Investment management, fund administration and fund distribution fees are generally considered variable consideration as they are typically calculated as a percentage of AUM. Fund transfer agent fees are also considered variable consideration as they are calculated as a percentage of AUM or based on the number of accounts in the fund. In such cases, the amount of fees earned is subject to factors outside of the Company’s control including customer or underlying investor contributions and redemptions and financial market volatility. These fees are considered constrained and are excluded from the transaction price until the asset values or number of accounts on which the customer is billed are calculated and the value of consideration is measurable.
The Company has contractual arrangements with third parties to provide certain advisory, administration, transfer agent and distribution services. Management considers whether we are acting as the principal service provider or as an agent to determine whether revenue should be recorded based on the gross amount payable by the customer or net of payments to third-party service providers, respectively. Victory is considered a principal service provider if we control the service that is transferred to the customer. We are considered an agent when we arrange for the service to be provided by another party and do not control the service.
Investment Management Fees
Investment management fees are received in exchange for investment management services that represent a series of distinct incremental days of investment management service. Control of investment management services is transferred to the customers over time as these customers receive and consume the benefits provided by these services. Investment management fees are calculated as a contractual percentage of AUM and are generally paid in arrears on a monthly or quarterly basis.
AUM represents the financial assets the Company manages for clients on either a discretionary or non-discretionary basis. In general, AUM reflects the valuation methodology that corresponds to the basis used for determining revenue such as net asset value for the Victory Funds and certain other pooled funds and account market value for separate accounts. For the Company's private closed-end alternative investment products, AUM represents limited partner capital commitments during the commitment period of the fund. Following the earlier of the termination of the commitment period and the beginning of any commitment period for a successor fund, AUM generally represents, depending on the fund, the lesser of a) the net asset value of the fund and b) the aggregated adjusted cost basis of each unrealized portfolio investment or the limited partner capital commitments reduced by the amount of capital contributions used to make portfolio investments that have been disposed.
Investment management fees are recognized as revenue using a time-based output method to measure progress. Revenue is recorded at month end or quarter end when the value of consideration is measured. The amount of investment management fee revenue varies from one reporting period to another as levels of AUM change (from inflows, outflows and market movements) and as the number of days in the reporting period change.
The Company may waive certain fees for investment management services provided to the Victory Funds, VictoryShares and other pooled investment vehicles and may subsidize certain share classes of the Victory Funds, VictoryShares and other pooled investment vehicles to ensure that specified operating expenses attributable to such share classes do not exceed a specified percentage. These waivers and reimbursements reduce the transaction price allocated to investment management services and are recognized as a reduction to investment management fees revenue. The amounts due to the Victory Funds, VictoryShares Pioneer trusts, and other pooled investment vehicles for waivers and expense reimbursements represent consideration payable to customers, which is recorded in accounts payable and accrued expenses in the unaudited Condensed Consolidated Balance Sheets, and no distinct services are received in exchange for these payments.
Performance-based investment management fees, which include fees under performance fee and fulcrum fee arrangements, are included in the transaction price for providing investment management services. Performance-based investment management fees are calculated as a percentage of investment performance on a client’s account versus a specified benchmark or hurdle based on the terms of the contract with the customer. Performance-based investment
11
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management fees are variable consideration and are recognized as revenue when and to the extent that it is probable that a significant reversal of the cumulative revenue for the contractual performance period will not occur. Performance-based investment management fees recognized as revenue in the current period may pertain to performance obligations satisfied in prior periods. Fulcrum fee arrangements include a performance fee adjustment that increases or decreases the total investment management fee depending on whether the assets being managed experienced better or worse investment performance than the index specified in the customer’s contract. The performance fee adjustment arrangements with certain equity and fixed income Victory Funds III and Victory Funds IV are calculated monthly based on the investment performance of those funds relative to their specified benchmark indexes over the discrete performance period ending with that month.
Fund Administration Fees
The Company recognizes fund administration fees as revenue using a time-based output method to measure progress. Fund administration fees are determined based on the contractual rate applied to average daily net assets of the Victory Funds and VictoryShares for which administration services are provided. Revenue is recorded on a monthly basis when the value of consideration is measured using actual average daily net assets and constraints are removed. The Company’s fund administration fee revenue is recorded in fund administration and distribution fees in the unaudited Condensed Consolidated Statements of Operations.
The Company has contractual arrangements with a third party to provide certain sub-administration services. We are the primary obligor under the contracts with the Victory Funds and VictoryShares and have the ability to select the service provider and establish pricing. As a result, fund administration fees and sub-administration expenses are recorded on a gross basis.
Fund Transfer Agent Fees
The Company recognizes fund transfer agent fees using a time-based output method to measure progress. Fund transfer agent fees are determined based on the contractual rate applied to either the average daily net assets of the Victory Funds III for which transfer agent services are provided or number of accounts in the Victory Funds III. Revenue is recorded on a monthly basis when the value of consideration is measured using actual average daily net assets or actual number of accounts and constraints are removed. The Company’s fund transfer agent fee revenue is recorded in fund administration and distribution fees in the unaudited Condensed Consolidated Statements of Operations.
The Company also receives fees for sub-transfer agency services under contracts with the Victory Funds for member class shares. Sub-transfer agency fees are recognized and recorded in a manner similar to fund transfer agent fees and are recorded in fund administration and distribution fees in the unaudited Condensed Consolidated Statements of Operations.
The Company has contractual arrangements with a third party to provide certain sub-transfer agent services. As the Company is the primary obligor under the transfer agency contracts with the Victory Funds III and has the ability to select the service provider and establish pricing, fund transfer agent fees and sub-transfer agent expenses are recorded on a gross basis.
Fund Distribution Fees
The Company receives compensation for sales and sales-related services promised under distribution contracts with the Victory Funds. Revenue is measured in an amount that reflects the consideration to which the Company expects to be entitled in exchange for providing distribution services. Distribution fees are generally calculated as a percentage of average net assets in the Victory Funds. The Company’s performance obligation is satisfied at the point in time when control of the services is transferred to customers, which is upon investor subscription or redemption.
Based on the nature of the calculation, the revenue for these services is accounted for as variable consideration. The Company may recognize distribution fee revenue in the current period that pertains to performance obligations satisfied in prior periods as variable consideration is recognized only when uncertainties are resolved. The Company’s distribution fee revenue is recorded in fund administration and distribution fees in the unaudited Condensed Consolidated Statements of Operations.
The Company has contractual arrangements with third parties to provide certain distribution services. The Company is the primary obligor under the contracts with the Victory Funds and has the ability to select the service provider and establish pricing. Substantially all of the Company’s revenue is recorded gross of payments made to third parties.
Included in fund distribution fees are transaction and account-level fees paid by VCS brokerage platform customers for trade execution, cash transfer and other services.
Costs Incurred to Obtain or Fulfill Customer Contracts
12
Table of Contents
The Company is required to capitalize certain costs directly related to the acquisition or fulfillment of a contact with a customer. Victory has not identified any sales-based compensation or similar costs that meet the definition of an incremental cost to acquire a contract and as such we have no intangible assets related to contract acquisitions.
Direct costs incurred to fulfill services under the Company’s distribution contracts include sales commissions paid to third party dealers for the sale of Class C Shares. The Company may pay upfront sales commissions to dealers and institutions that sell Class C shares of the participating Victory Funds at the time of such sale. Upfront sales commission payments with respect to Class C shares equal
Valuation of AUM and fund investments
The fair value of assets under management of the Victory Funds and VictoryShares is primarily determined using quoted market prices or independent third-party pricing services or broker price quotes. In certain circumstances, a quotation or price evaluation is not readily available from a pricing service. In these cases, pricing is determined by management based on a prescribed valuation process that has been approved by the directors/trustees of the sponsored products. The same prescribed valuation process is used to price securities in separate accounts and the Company’s other non-alternative investment vehicles for which a quotation or price evaluation is not readily available from a pricing service.
The fair value of Level III assets held by alternative investment vehicles is determined under the respective valuation policy for each fund. The valuation policies address the fact that substantially all the investments of a fund may not have readily available market information and therefore the fair value for these assets is typically determined using unobservable inputs and models that may include subjective assumptions. AUM reported by the Company for alternative investment vehicles may not necessarily equal the funds’ net asset values or the total fair value of the funds’ portfolio investments as AUM represents the basis for calculating management fees.
NOTE 4. ACQUISITIONS
NEC Acquisition
Under the terms of the purchase agreement for New Energy Capital Partners ("NEC"), which closed on November 1, 2021, the Company will pay up to an additional $
The Company determined that substantially all of the contingent payments payable per the NEC purchase agreement represent compensation for post-closing services. The Company records compensation expense over the estimated service period in an amount equal to the total contingent payments currently forecasted to be paid.
As of June 30, 2025 and December 31, 2024, the Company determined that the contingent payments are no longer probable of occurring and the liability for NEC contingent payments was zero.
For the three and six months ended June 30, 2024, the Company recorded $
WestEnd Acquisition
Under the terms of the WestEnd purchase agreement, a maximum of $
During the quarter ended June 30, 2025, the Company paid $
For the three and six months ended June 30, 2025, the change in the liability was an increase of $
13
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consideration liability is recorded in change in value of consideration payable for acquisition of business in the unaudited Condensed Consolidated Statements of Operations.
The estimated fair value of contingent consideration payable to sellers is estimated using the real options method. WestEnd net revenue growth is simulated in a risk-neutral framework to calculate expected probability-weighted earn out payments, which are then discounted from the expected payment dates at the relevant cost of debt. Significant assumptions and inputs include the WestEnd net revenue projected annual growth rate, the market price of risk adjustment for revenue, which adjusts the projected revenue growth rate to a risk-neutral expected growth rate, revenue volatility and discount rate. The market price of risk adjustment for revenue and revenue volatility are based on data for comparable companies. As the contingent consideration represents a subordinate, unsecured claim of the Company, the Company assesses a discount rate which incorporates adjustments for credit risk and the subordination of the contingent consideration.
Significant inputs to the valuation of contingent consideration payable to sellers as of June 30, 2025 and December 31, 2024 are as follows and are approximate values:
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|
|
|
June 30, 2025 |
|
|
|
December 31, 2024 |
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|
||
Net revenue |
|
|
|
|
% |
|
|
|
% |
||
Market price of risk adjustment for revenue (continuous) |
|
|
|
|
% |
|
|
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% |
||
Revenue volatility |
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|
|
% |
|
|
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% |
||
Discount rate |
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|
|
% |
|
|
|
% |
||
Years remaining in earn out period |
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|
|
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|
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|
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|
||
Undiscounted estimated remaining earn out payments $ millions |
|
|
$ |
|
|
|
$ |
|
|
||
Pioneer Investments
On
In exchange for the contribution of all the shares of the Amundi US to the Company, the Company issued to Amundi (a)
Purchase Price and Preliminary Purchase Price Allocation
The Company accounted for the acquisition in accordance with ASC 805, Business Combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of the transaction. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final purchase price allocation could differ materially from the preliminary purchase price allocation and may include changes to various balances, including fixed assets, intangible assets and goodwill. The finalization of the purchase price allocation will not extend beyond the one-year measurement period provided under ASC 805.
Total purchase price consideration was approximately $
14
Table of Contents
(in thousands) |
|
April 1, 2025 |
|
|
Cash and cash equivalents |
$ |
|
|
|
Receivables |
|
|
|
|
Prepaid expenses |
|
|
|
|
Investments, at fair value |
|
|
|
|
Property and equipment, net |
|
|
|
|
Goodwill |
|
|
|
|
Other intangible assets |
|
|
|
|
Other assets |
|
|
|
|
Accounts payable and accrued expenses |
|
|
( |
) |
Accrued compensation and benefits |
|
|
( |
) |
Deferred tax liability |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
Total purchase price consideration |
$ |
|
|
|
Financial Results
Revenue recognized by Pioneer Investments subsequent to the acquisition date of April 1, 2025 for the three months ended June 30, 2025 was as follows:
|
|
Three Months Ended |
|
|
(in millions) |
|
June 30, 2025 |
|
|
Revenue |
|
$ |
|
|
Net income attributable to Pioneer Investments for the three months ended June 30, 2025 is impractical to determine as the Company does not prepare discrete financial information at that level.
The Company's consolidated financial statements for the three months ended June 30, 2025 include operating results of the Amundi US acquired company. The following unaudited pro forma figures give effect to the contribution as if it had occurred on January 1, 2024 and combines the financial results of the Company and Amundi U.S. after adjusting primarily for amortization of intangible assets and additional fixed asset depreciation that would have been expensed assuming the fair value adjustments had been applied on January 1, 2024, net of any tax impact.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||
(in millions) |
|
June 30, 2025 |
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
|
June 30, 2024 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Acquisition-related and other costs
Acquisition-related costs include legal fees, advisory services, mutual fund proxy voting costs and other one-time expenses related to business combinations. The Company expensed $
As of June 30, 2025, the Company also incurred $
NOTE 5. Fair Value Measurements
The Company determines the fair value of certain financial and nonfinancial assets and liabilities. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value determinations utilize a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability.
15
Table of Contents
Classification within the fair value hierarchy contains three levels:
The following table presents assets and liabilities measured at fair value on a recurring basis:
|
|
As of June 30, 2025 |
|
|||||||||||||
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market fund |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
||
Investments in proprietary funds |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Deferred compensation plan investments |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Total Financial Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration arrangements |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
Total Financial Liabilities |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
|
|
As of December 31, 2024 |
|
|||||||||||||
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market fund |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
||
Investments in proprietary funds |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Deferred compensation plan investments |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Total Financial Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration arrangements |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
Total Financial Liabilities |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
Level 1 assets consist of money market funds and open-end mutual funds. The fair values for these assets are determined utilizing quoted market prices for identical assets.
Contingent consideration arrangements represent the WestEnd earn-out payment liability, which is included in consideration payable for acquisition of business in the unaudited Condensed Consolidated Balance Sheets.
Significant unobservable inputs for the option pricing model used to determine the estimated fair value of the WestEnd Acquisition earn-out payment liability include the WestEnd net revenue projected growth rate, revenue volatility, market price of risk and discount rate. An increase in the projected growth rate for net revenue results in a higher fair value for the earn-out payment liability while an increase in the discount rate results in a lower fair value for the earn-out payment liability. An increase in the market price of risk and revenue volatility results in a lower fair value. Refer to Note 4, Acquisitions, for further details related to the valuation of contingent consideration payable related to the WestEnd Acquisition.
Changes in the fair value of contingent consideration arrangement liabilities, realized or unrealized, are recorded in earnings and are included in change in value of consideration payable for acquisition of business in the unaudited Condensed Consolidated Statements of Operations.
The following table presents the balance of the change in contingent consideration arrangement liabilities for the six months ended June 30, 2025:
16
Table of Contents
(in thousands) |
|
Contingent Consideration Liabilities |
|
|
Balance, December 31, 2024 |
|
$ |
|
|
WestEnd earn-out payment |
|
|
( |
) |
WestEnd change in fair value measurement |
|
|
|
|
Balance, June 30, 2025 |
|
$ |
|
|
There were
The net carrying value of accounts receivable and accounts payable approximates fair value due to the short‑term nature of these assets and liabilities. The fair value of our long-term debt as of June 30, 2025 is considered to be its carrying value as the interest rate on the bank debt is variable and approximates current market rates. As a result, Level 2 inputs are utilized to determine the fair value of our long‑term debt.
NOTE 6. Related-Party Transactions
The Company considers certain funds that it manages, including the Victory Funds, the VictoryShares, collective trust funds that it sponsors (the “Victory Collective Funds”), the NEC Funds and other pooled investment vehicles that it sponsors, to be related parties as a result of its advisory relationship.
The Company receives investment management, administrative, distribution and compliance fees in accordance with contracts that VCM and VCS have with the Victory Funds and has invested a portion of its balance sheet cash in the Victory Treasury Money Market Trust and earns interest on the amount invested in this fund.
The Company receives investment management, administrative and compliance fees in accordance with contracts that VCM has with the VictoryShares.
We also receive investment management fees from the Victory Collective Funds, the NEC Funds and other pooled investment vehicles under VCM’s advisory contracts with these funds. In addition, VCTA receives fees for transfer agency services under contracts with the Victory Funds III and sub-transfer agency services under contracts with the Victory Funds for member class shares.
Director fees payable by the Company in cash and contributions made under the Director Deferred Compensation Plan for non-employee members of our Board of Directors are included in general and administrative expense in the unaudited Condensed Consolidated Statements of Operations.
At the Closing, the requisite shareholder consent was not received for open and closed end funds established under certain Pioneer trust entities. To provide continuous and uninterrupted investment advisory services to these trusts following the Closing, VCM was appointed to act as interim Investment Advisor pursuant to Interim Investment Advisory Agreements for a period not to exceed 150 days in accordance with Rule 15a-4 under the 1940 Act. Additionally, Amundi Distributor US, Inc., continued to serve as the underwriter for the open-end funds. For the open-end funds, these arrangements were terminated on
Under the Amended and Restated Distribution and Services Agreements, Victory is entitled to a percentage of fee revenues derived from Victory’s products that Amundi distributes outside the United States, and Amundi is entitled to a percentage of fee revenues derived from Amundi’s products that Victory distributes in the United States. The Amended and Restated Distribution and Services Agreements may be terminated under certain limited circumstances.
Additionally, the Company and Amundi also entered into a shareholder agreement (the “Shareholder Agreement”). Pursuant to the terms of the Shareholder Agreement, Amundi will have the right to require Victory to nominate and use reasonable best efforts (subject to applicable law and the exercise of the Victory board’s fiduciary duties) to have two individuals designated by Amundi elected to the Victory Board of Directors.
The table below presents balances and transactions involving related parties included in the unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations.
17
Table of Contents
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Related party assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Receivables (investment management fees) |
|
|
|
|
|
|
||
Receivables (fund administration and distribution fees) |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Investments (investments in proprietary funds, fair value) |
|
|
|
|
|
|
||
Investments (deferred compensation plan investments, fair value) |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Related party liabilities |
|
|
|
|
|
|
||
Accounts payable and accrued expenses (fund reimbursements) |
|
$ |
|
|
$ |
|
||
18
Table of Contents
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Related party revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment management fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fund administration and distribution fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Related party expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Distribution and other asset-based expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Related party other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income and other income (expense) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 7. Investments
As of June 30, 2025 and December 31, 2024, the Company had investments in proprietary funds and deferred compensation plan investments. Investments in proprietary funds consist primarily of seed capital investments in certain Victory Funds. Deferred compensation plan investments are held under deferred compensation plans and primarily consist of investments in Victory Funds. The Company has separate deferred compensation plans acquired in connection with the Amundi US acquisition, and these plans were frozen to further participation at the Closing.
Unrealized and realized gains and losses on investments in proprietary funds and deferred compensation plan investments are recorded in earnings as interest income and other income (expense).
Investments in Proprietary Funds
The following table presents a summary of the cost and fair value of investments in proprietary funds:
|
|
|
|
|
Gross Unrealized |
|
|
Fair |
|
|||||||
(in thousands) |
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
||||
As of June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
The following table presents proceeds from sales of investments in proprietary funds and realized gains and losses recognized during the three and six months ended June 30, 2025:
|
|
Sale |
|
|
AG真人官方ized |
|
||||||
(in thousands) |
|
Proceeds |
|
|
Gains |
|
|
(Losses) |
|
|||
For the three months ended June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
For the six months ended June 30, 2025 |
|
|
|
|
|
|
|
|
( |
) |
||
There were no sales of investments in proprietary funds and realized gains and losses during the three and six months ended June 30, 2024.
Deferred Compensation Plan Investments
The following table presents a summary of the cost and fair value of deferred compensation plan investments:
|
|
|
|
|
Gross Unrealized |
|
|
Fair |
|
|||||||
(in thousands) |
|
Cost |
|
|
Gains |
|
|
(Losses) |
|
|
Value |
|
||||
As of June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
19
Table of Contents
The following table presents proceeds from sales of deferred compensation plan investments and realized gains and losses recognized during the three and six months ended June 30, 2025 and 2024:
|
|
Sale |
|
|
AG真人官方ized |
|
||||||
(in thousands) |
|
Proceeds |
|
|
Gains |
|
|
(Losses) |
|
|||
For the three months ended June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
For the three months ended June 30, 2024 |
|
|
|
|
|
|
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|||
For the six months ended June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
For the six months ended June 30, 2024 |
|
|
|
|
|
|
|
|
( |
) |
||
NOTE 8. Income Taxes
The effective tax rate for the three and six months ended June 30, 2025 and 2024 differs from the United States federal statutory rate primarily as a result of state and local income taxes, excess tax benefits on share-based compensation and certain non-deductible expenses.
For the three months ended June 30, 2025 and 2024, the provision for income taxes was $
The effective tax rates for the three and six months ended June 30, 2025 were higher than the effective tax rates for the same periods in 2024 due to decreased excess tax benefits on share-based compensation and increased non-deductible expenses. The increase in non-deductible expenses was primarily driven by $
On July 4, 2025, new U.S tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA") which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions. The Company is currently evaluating the impact of the new legislation.
NOTE 9. Debt
The following table presents the components of long-term debt in the unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.
|
|
June 30, 2025 |
|
December 31, 2024 |
||||||||||||
(in thousands) |
|
Amount |
|
|
Interest Rate |
|
Effective Interest Rate |
|
Amount |
|
|
Interest Rate |
|
Effective Interest Rate |
||
Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Due July 2026 |
|
$ |
|
|
|
|
$ |
|
|
|
||||||
Due December 2028 |
|
|
|
|
|
|
|
|
|
|
||||||
Term loan principal outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
Unamortized debt discount |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
Long-term debt, net |
|
$ |
|
|
|
|
|
|
$ |
|
|
|
|
|
||
The Company elects to use three-month Term SOFR plus a ten-point credit spread adjustment plus the margin on SOFR required by the 2019 Credit Agreement to pay interest on its debt.
The 2019 Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the first lien leverage ratio, measured as of the last day of each fiscal quarter on which outstanding borrowings under the revolving credit facility exceed
20
Table of Contents
There were
Repayments of outstanding term loans under the 2019 Credit Agreement totaled $
The following table presents the components of interest expense and other financing costs on the unaudited Condensed Consolidated Statements of Operations for the periods ended June 30, 2025 and 2024.
|
|
For the Three Months |
|
|
For the Six Months Ended |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of deferred gain on terminated interest rate swap |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 10. Equity
Shares Rollforward
The following tables present the changes in the number of shares of preferred and common stock issued and repurchased (in thousands):
|
|
Shares of Preferred Stock Issued |
|
|
Shares of Common Stock Issued |
|
|
Shares of Treasury Stock |
|
|||
Balance, December 31, 2024 |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Issuance of shares |
|
|
— |
|
|
|
|
|
|
— |
|
|
Vesting of restricted share grants |
|
|
— |
|
|
|
|
|
|
— |
|
|
Exercise of options |
|
|
— |
|
|
|
|
|
|
— |
|
|
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, March 31, 2025 |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Issuance of shares |
|
|
— |
|
|
|
|
|
|
— |
|
|
Repurchase of shares |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Vesting of restricted share grants |
|
|
— |
|
|
|
|
|
|
— |
|
|
Exercise of options |
|
|
— |
|
|
|
|
|
|
— |
|
|
Issuance of stock in connection with the acquisition of Amundi US |
|
|
|
|
|
|
|
|
— |
|
||
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, June 30, 2025 |
|
|
|
|
|
|
|
|
( |
) |
||
21
Table of Contents
|
|
Shares of Preferred Stock Issued |
|
|
Shares of Common Stock Issued |
|
|
Shares of Treasury Stock |
|
|||
Balance, December 31, 2023 |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Issuance of shares |
|
|
— |
|
|
|
|
|
|
— |
|
|
Vesting of restricted share grants |
|
|
— |
|
|
|
|
|
|
— |
|
|
Exercise of options |
|
|
— |
|
|
|
|
|
|
— |
|
|
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, March 31, 2024 |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Issuance of shares |
|
|
— |
|
|
|
|
|
|
— |
|
|
Vesting of restricted share grants |
|
|
— |
|
|
|
|
|
|
— |
|
|
Exercise of options |
|
|
— |
|
|
|
|
|
|
— |
|
|
Shares withheld related to net settlement of equity awards |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, June 30, 2024 |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Shares Repurchased and Withheld
Share Repurchase Programs
In December 2024, the Company’s Board of Directors approved a new share repurchase program (the “2025 Share Repurchase Program”) authorizing the repurchase of up to $
During both the three and six months ended June 30, 2025, the Company repurchased
As of June 30, 2025, $
Shares Withheld for net settlement of employee equity awards
During the three months ended June 30, 2025, the Company net settled
During the six months ended June 30, 2025, the Company net settled
Dividend Payments
Dividends paid for the three and six months ended June 30, 2025 totaled $
Dividends paid for the three and six months ended June 30, 2024 totaled $
22
Table of Contents
Issuance of stock in connection with the acquisition of Amundi US
In exchange for the contribution of all the shares of the Amundi US to the Company, during the period ended June 30, 2025, the Company issued to Amundi (a)
NOTE 11. Share‑Based Compensation
Current Period Activity
During the three months ended June 30, 2025, the Company issued restricted stock awards for
For the six months ended June 30, 2025, the Company issued restricted stock awards for
Stock option award and restricted stock award activity during the six months ended June 30, 2025 and 2024 was as follows:
|
|
Shares Subject to Stock Option Awards |
|
|||||||||||||||||||||
|
|
Six Months Ended June 30, |
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||
|
|
Avg wtd |
|
|
Avg wtd |
|
|
|
|
|
Avg wtd |
|
|
Avg wtd |
|
|
|
|
||||||
|
|
grant-date |
|
|
exercise |
|
|
|
|
|
grant-date |
|
|
exercise |
|
|
|
|
||||||
|
|
fair value |
|
|
price |
|
|
Units |
|
|
fair value |
|
|
price |
|
|
Units |
|
||||||
Outstanding at beginning of period |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercised |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
Outstanding at end of period |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
Vested |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
Unvested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Restricted Stock Awards |
|
|||||||||||||
|
|
Six Months Ended June 30, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Avg wtd grant- |
|
|
|
|
|
Avg wtd grant- |
|
|
|
|
||||
|
|
date fair value |
|
|
Units |
|
|
date fair value |
|
|
Units |
|
||||
Unvested at beginning of period |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Forfeited |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Unvested at end of period |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Share-Based Compensation Expense
The Company recorded $
23
Table of Contents
NOTE 12. Earnings Per Share
The following table sets forth the reconciliation of basic earnings per share and diluted earnings per share from net income for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in thousands except per share amounts) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator for earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Preferred stock dividends |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income attributable to preferred stockholders |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Income attributable to common stockholders for basic earnings per share(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Allocation adjustment to income attributable to preferred stockholders(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income attributable to common stockholders for diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator for earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic: Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Plus: Incremental shares from assumed conversion of dilutive instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted: Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic: |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted: |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Outstanding instruments excluded from the computation of weighted average shares for diluted earnings per share because the effect would be anti-dilutive were de minimis for the three and six months ended June 30, 2025 and 2024. Holders of non-vested share-based compensation awards do not have rights to receive nonforfeitable dividends on the shares covered by the awards.
24
Table of Contents
NOTE 13. Accumulated Other Comprehensive Income (Loss)
The following table presents changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2025 and 2024.
|
|
|
|
|
Cumulative |
|
|
|
|
|||
|
|
Cash Flow |
|
|
Translation |
|
|
|
|
|||
(in thousands) |
|
Hedges (1)(2) |
|
|
Adjustment |
|
|
Total |
|
|||
Balance, December 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Other comprehensive income before reclassification and tax |
|
|
— |
|
|
|
|
|
|
|
||
Tax impact |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Reclassification adjustments, before tax |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Tax impact |
|
|
|
|
|
— |
|
|
|
|
||
Net current period other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance, June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Balance, December 31, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Other comprehensive loss before reclassification and tax |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Tax impact |
|
|
— |
|
|
|
|
|
|
|
||
Reclassification adjustments, before tax |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Tax impact |
|
|
|
|
|
— |
|
|
|
|
||
Net current period other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
NOTE 14. DERIVATIVES
Interest Rate Swaps
In the fourth quarter of 2023, the Company monetized the gain on the floating-to-fixed interest rate swap transaction (“Swap”) entered into in 2020 to effectively fix the interest rate on $
The deferred gain on the termination of the Swap is being amortized on a straight-line basis through July 1, 2026 and is included in interest expense and other financing costs on the unaudited Condensed Consolidated Statements of Operations. For the three months ended June 30, 2025 and 2024, the Company recorded $
The following tables summarize the classification of the Swap in our unaudited condensed financial statements (in thousands):
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
Statement of Operations |
Description |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest expense and other financing costs |
Reclassification from AOCI – Amortization of Swap deferred gain |
|
|
|
|
|
|
|
$ |
|
|
|
|
||||
25
Table of Contents
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
Statements of Comprehensive Income |
Description |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Other comprehensive income (loss) |
Amortization of deferred gain on terminated Swap, net of tax |
|
|
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
|
( |
) |
NOTE 15. LEASES
The Company determines if a contract is a lease at inception. We have leases primarily for office facilities and information technology equipment. All of our leases are classified as operating leases.
Supplemental balance sheet information related to the Company’s operating leases as of June 2025 and December 31, 2024 was as follows (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
(1) |
|
$ |
|
|
$ |
|
||
Current portion of operating lease liabilities(2) |
|
|
|
|
|
|
||
Noncurrent portion of operating lease liabilities(2) |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
(1)
(2)
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Weighted-average remaining lease term |
|
|
|
|
||||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
The components of lease expense and other lease information as of and during the three and sixth month periods ended June 2025 and 2024 are as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sub-lease income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other lease information |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for amounts included in measurement of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating cash flows for operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
In general, our leases have remaining lease terms of approximately
The following table summarizes the maturity of our operating lease liabilities as of June 30, 2025 (in thousands):
26
Table of Contents
|
|
As of June 30, 2025 |
|
||
2025 |
|
$ |
|
|
|
2026 |
|
|
|
|
|
2027 |
|
|
|
|
|
2028 |
|
|
|
|
|
2029 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total undiscounted lease payments |
|
|
|
|
|
Less: imputed interest |
|
|
|
|
|
Total lease liabilities |
|
$ |
|
|
|
NOTE 16. Property and Equipment
The following table presents property and equipment as of June 30, 2025 and December 31, 2024:
|
|
|
|
|||||||
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||
Equipment and implementation costs |
|
$ |
|
|
|
$ |
|
|
||
Leasehold improvements |
|
|
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
|
|
||
Accumulated depreciation and amortization |
|
|
|
( |
) |
|
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
|
$ |
|
|
||
Depreciation and amortization expense for property and equipment was $
NOTE 17. Goodwill and Other Intangible Assets
The following table presents changes in the goodwill balance for the periods ended June 30, 2025 and December 31, 2024:
|
|
|
|
|
|
|
|
|
||
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||
Balance, beginning of period |
|
$ |
|
|
|
$ |
|
|
||
Goodwill recorded in Amundi US acquisition |
|
|
|
|
|
|
|
|
||
Balance, end of period |
|
$ |
|
|
|
$ |
|
|
||
There were
Identifiable Intangible Assets
The following table presents a summary of indefinite‑lived intangible assets by type:
|
|
Fund |
|
|
|
|
|
|
|
|
|||||
|
|
Agent and |
|
|
Trade |
|
|
|
|
|
|||||
(in thousands) |
|
Contracts |
|
|
Names |
|
|
Totals |
|
||||||
December 31, 2024 balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
Amundi US Acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|||
June 30, 2025 balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
There were
27
Table of Contents
The following table presents a summary of definite‑lived intangible assets by type:
|
|
|
|
|
|
Fund |
|
|
|
|
|
|
|
|
||||||
|
|
Customer |
|
|
Advisory |
|
|
Trade |
|
|
|
|
|
|||||||
(in thousands) |
|
Relationships |
|
|
Contracts |
|
|
Names |
|
|
Totals |
|
||||||||
Gross book value - December 31, 2024 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Accumulated amortization |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Net book value - December 31, 2024 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Weighted average useful life (yrs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross book value - June 30, 2025 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Accumulated amortization |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
Net book value - June 30, 2025 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Weighted average useful life (yrs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Company recorded $
Amortization expense is recorded in depreciation and amortization in the accompanying unaudited Condensed Consolidated Statements of Operations for definite‑lived intangible assets and was $
The following table presents estimated amortization expense for definite‑lived intangible assets for each of the five succeeding years and thereafter:
2025 |
|
$ |
|
|
|
2026 |
|
|
|
|
|
2027 |
|
|
|
|
|
2028 |
|
|
|
|
|
2029 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total |
|
$ |
|
|
NOTE 18. SEGMENT REPORTING
ASU 2023-07, which is based on a management approach to segment reporting, establishes requirements to report segment revenue and significant expenses reported in net income, the primary measurement used in evaluating segment performance. Since the Company operates and reports in
The Company provides investment management services and products to institutional, intermediary, retirement platforms and individual investors.
Supplemental information related to significant segment expenses included the Consolidated Statements of Operations is as follows:
28
Table of Contents
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||
Salaries, payroll related taxes and employee benefits |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Incentive compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales-based compensation(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity awards granted to employees and directors(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and transaction-related compensation(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total personnel compensation and benefits expense |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||
Broker-dealer distribution fees |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Platform distribution fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-administration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-advisory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Middle-office |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total distribution and other asset-based expenses |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Substantially all of the Company’s identifiable assets are located in the United States. In addition, we have historically derived substantially all of our revenue from clients in the United States.
NOTE 19. RESTRUCTURING AND INTEGRATION
In connection with business combinations, asset purchases and changes in business strategy, the Company incurs costs integrating investment platforms, products and personnel into existing systems, processes and service provider arrangements and restructuring the business to capture operating expense synergies.
The following table presents a rollforward of restructuring and integration liabilities, which as of June 30, 2025 and December 30, 2024 were included in accounts payable and accrued expenses in the accompanying unaudited Condensed Consolidated Balance Sheets.
|
|
|
Restructuring and |
|
|
(in thousands) |
|
|
Integration Costs |
|
|
Liability Balance, December 31, 2024 |
|
$ |
|
|
|
Severance expense |
|
|
|
|
|
Integration and other costs |
|
|
|
|
|
Restructuring and integration costs |
|
|
|
|
|
Settlement of liabilities |
|
|
|
( |
) |
Liability Balance, June 30, 2025 |
|
$ |
|
|
|
NOTE 20. SUBSEQUENT EVENTS
Quarterly Cash Dividends
On
Share Repurchase Program
29
Table of Contents
On
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “Victory,” or in the first-person notations of “we,” “us,” and “our” shall mean Victory Capital Holdings, Inc., a Delaware corporation, and its wholly-owned subsidiaries.
Objective
The objective of this section of the Quarterly Report on Form 10-Q is intended to provide a discussion and analysis, from management’s perspective, of the key performance indicators and material information necessary to assess our financial condition and results of operations for the three and six months ended June 30, 2025 and 2024 and cash flows for the six months ended June 30, 2025 and 2024. In addition, we also discuss the Company’s contractual and off-balance sheet arrangements. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion and analysis contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in “Item 1A. Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2024.
Overview
Our Business – Victory is a diversified global asset management firm with total client assets of $301.6 billion, assets under management of $298.6 billion and other assets of $3.0 billion as of June 30, 2025. The Company operates a next-generation business model combining boutique investment qualities with the benefits of an integrated, centralized operating and distribution platform.
The Company provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors with multiple autonomous Investment Franchises and a Solutions Platform. Victory Capital offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange traded funds (“ETFs”), institutional separate accounts, variable insurance products (“VIPs”), alternative investments, private closed end funds, and a 529 Education Savings Plan. Victory Capital’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts (“SMAs”) and unified managed accounts (“UMAs”) through wrap account programs, Collective Investment Trusts (“CITs”), and undertakings for the collective investment in transferable securities (“UCITS”) and other pooled funds. As of June 30, 2025, our Franchises and our Solutions Platform collectively managed a diversified set of 196 investment strategies for a wide range of institutional and retail clients and direct investors.
Franchises – Our Franchises are largely operationally integrated but are separately branded and make investment decisions independently from one another within guidelines established by their respective investment mandates. Our largely integrated model creates a supportive environment in which our investment professionals, largely unencumbered by administrative and operational responsibilities, can focus on their pursuit of investment excellence. VCM employs all of our U.S. investment professionals across our Franchises, which are not separate legal entities.
Pioneer Investments
On July 8, 2024, the Company, Amundi Asset Management S.A.S ("Amundi'), and, solely for certain provisions thereof, Amundi S.A., (“Amundi Parent,” and together with Amundi, the “Amundi Parties”) entered into the Contribution Agreement (the “Contribution Agreement”) to combine Amundi’s U.S. business into the Company. The addition of Amundi U.S. as the Company's largest Investment Franchise meaningfully enhances the Company's scale, expands its global client base and further diversifies its investment capabilities.
Amundi U.S., based in Boston, Massachusetts, was a wholly owned subsidiary of Amundi, and specializes in providing and distributing investment solutions to a wide range of clients and investors, including institutional investors, corporations, central banks, sovereign wealth funds, and individual investors.
On April 1, 2025, the Company completed the transactions contemplated by the Contribution Agreement (the “Contribution”) and reintroduced the brand Pioneer Investments ("Pioneer" or "Pioneer Investments") for the acquired business and
30
Table of Contents
investment products. In exchange for the contribution of all the shares of the Amundi US to the Company, the Company issued to Amundi (a) 3,293,471 newly issued shares of Common Stock, representing 4.9% of the number of issued and outstanding shares of Common Stock after giving effect to such issuance, and (b) 19,742,300 newly issued shares of Preferred Stock, which, together with the shares of Common Stock issued to Amundi represented in the aggregate 26.1% of the Company’s fully diluted shares after giving effect to such share issuances. The Preferred Stock issued to Amundi includes 14,305,982 shares issued on April 1, 2025 and 5,436,318 shares issued on May 23, 2025 as a true up payment in respect of client consents obtained in the 30 days following the Closing. Closing consideration due to Amundi is subject to a customary post-closing adjustment, which has not yet been determined. VCM serves as the investment adviser and provides mutual fund administration services for the Pioneer mutual funds under Victory Portfolio IV and Victory Variable Insurance Funds II. VCS serves as the distributor to Victory Portfolios IV and Victory Variable Insurance Funds II. The sequential results reflect include Pioneer Investments as of April 1, 2025, which significantly impacted our financial results for the three and six months ended June 30, 2025 when compared to the comparable periods. Refer to Note 4, Acquisitions, for further details related to the acquisition.
Solutions – Our Solutions Platform consists of multi‑asset, multi-manager, quantitative, rules-based, factor-based, and customized portfolios. These strategies are designed to achieve specific return characteristics, with products that include values-based and thematic outcomes and exposures. We offer our Solutions Platform through a variety of vehicles, including separate accounts, mutual funds, UMA accounts, and rules-based and active ETFs under our VictoryShares ETF brand. Like our Franchises, our Solutions Platform is operationally integrated and supported by our centralized distribution, marketing, and operational support functions.
We have clients spanning 60 countries and manage approximately $50 billion in AUM for non-US investors. Through our exclusive global distribution agreement with Amundi, we have access to 35 countries and 1,000 third-party distributors in 20 countries. Professionals within our institutional and retail distribution channels, direct investor business and marketing organization sell our products through our centralized distribution model. Our institutional sales team focuses on cultivating relationships with institutional consultants, who account for the majority of the institutional market, as well as asset allocators seeking sub-advisers. Our retail sales team offers intermediary and retirement platform clients, including broker-dealers, retirement platforms and RIA networks, mutual funds and ETFs as well as SMAs through wrap fee programs and access to our investment models through UMAs. Our direct investor business serves the investment needs of individual clients.
We have grown our total client assets from $17.9 billion following the management-led buyout with Crestview GP in August 2013 to $301.6 billion at June 30, 2025. We attribute this growth to our success in sourcing acquisitions and evolving them into organic growers, generating strong investment returns, and developing institutional, retail, and direct investor channels with deep penetration.
Business Highlights
Assets under management:
Investment performance:
Financial highlights:
31
Table of Contents
Key Performance Indicators
The following table is a summary of key performance indicators utilized by management to assess results of operations:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
($ in millions, except for basis points, percentages, and per share amounts) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
AUM at period end |
|
$ |
298,563 |
|
|
$ |
168,681 |
|
|
$ |
298,563 |
|
|
$ |
168,681 |
|
Average AUM |
|
|
284,977 |
|
|
|
167,484 |
|
|
|
229,383 |
|
|
|
165,508 |
|
Gross flows |
|
|
15,731 |
|
|
|
6,067 |
|
|
|
25,217 |
|
|
|
13,255 |
|
AUM net short-term flows |
|
|
(144 |
) |
|
|
(43 |
) |
|
|
(188 |
) |
|
|
(142 |
) |
AUM net long-term flows |
|
|
(660 |
) |
|
|
(1,701 |
) |
|
|
(1,865 |
) |
|
|
(2,729 |
) |
AUM net flows |
|
|
(804 |
) |
|
|
(1,744 |
) |
|
|
(2,053 |
) |
|
|
(2,871 |
) |
Total revenue |
|
|
351.2 |
|
|
|
219.6 |
|
|
|
570.8 |
|
|
|
435.5 |
|
Revenue realization on average AUM |
|
49.4 bps |
|
|
52.6 bps |
|
|
50.1 bps |
|
|
52.8bps |
|
||||
Net income |
|
|
58.7 |
|
|
|
74.3 |
|
|
|
120.7 |
|
|
|
129.9 |
|
Adjusted EBITDA(1) |
|
|
178.5 |
|
|
|
116.5 |
|
|
|
294.9 |
|
|
|
228.9 |
|
Adjusted EBITDA margin(2) |
|
|
50.8 |
% |
|
|
53.0 |
% |
|
|
51.7 |
% |
|
|
52.6 |
% |
Adjusted net income(1) |
|
|
122.5 |
|
|
|
76.5 |
|
|
|
200.5 |
|
|
|
149.1 |
|
Tax benefit of goodwill and acquired intangibles(3) |
|
|
10.3 |
|
|
|
10.1 |
|
|
|
20.4 |
|
|
|
19.9 |
|
Adjusted net income with tax benefit per diluted share(4) |
|
|
1.57 |
|
|
|
1.31 |
|
|
|
2.96 |
|
|
|
2.56 |
|
(1) Management utilizes Adjusted EBITDA and Adjusted net income to measure the operating profitability of the business. These measures eliminate the impact of one‑time acquisition, restructuring and integration costs and demonstrate the ongoing operating earnings metrics of the business. These measures are explained in more detail and reconciled to net income calculated in accordance with GAAP in “Supplemental Non‑GAAP Financial Information.”
(2) Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue.
(3) Represents the tax benefits associated with deductions allowed for intangibles and goodwill generated from prior acquisitions in which we received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangibles with a step-up in tax basis. Due to our acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide us with a significant supplemental economic benefit.
(4) The Company includes participating securities in its computation of adjusted earnings per diluted share, including 19.7 million shares of Series A Non-Voting Convertible Preferred Stock.
32
Table of Contents
The following table presents a reconciliation of our total client assets(1) as of the dates indicated:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Beginning AUM |
|
$ |
167,468 |
|
|
$ |
170,342 |
|
|
$ |
171,930 |
|
|
$ |
161,322 |
|
Beginning other assets |
|
|
3,967 |
|
|
|
5,117 |
|
|
|
4,165 |
|
|
|
5,289 |
|
Beginning total client assets |
|
|
171,435 |
|
|
|
175,459 |
|
|
|
176,096 |
|
|
|
166,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AUM net cash flows |
|
|
(804 |
) |
|
|
(1,744 |
) |
|
|
(2,053 |
) |
|
|
(2,871 |
) |
Other assets net cash flows |
|
|
(1,170 |
) |
|
|
18 |
|
|
|
(1,446 |
) |
|
|
(506 |
) |
Total client assets net cash flows |
|
|
(1,973 |
) |
|
|
(1,727 |
) |
|
|
(3,499 |
) |
|
|
(3,377 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AUM market appreciation (depreciation) |
|
|
20,247 |
|
|
|
83 |
|
|
|
17,075 |
|
|
|
10,261 |
|
Other assets market appreciation (depreciation) |
|
|
253 |
|
|
|
(40 |
) |
|
|
331 |
|
|
|
311 |
|
Total client assets market appreciation (depreciation) |
|
|
20,500 |
|
|
|
43 |
|
|
|
17,406 |
|
|
|
10,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AUM realizations and distributions |
|
|
(3 |
) |
|
|
— |
|
|
|
(24 |
) |
|
|
— |
|
Acquired & divested assets / Net transfers(2) |
|
|
111,654 |
|
|
|
(1 |
) |
|
|
111,634 |
|
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending AUM |
|
|
298,563 |
|
|
|
168,681 |
|
|
|
298,563 |
|
|
|
168,681 |
|
Ending other assets |
|
|
3,050 |
|
|
|
5,094 |
|
|
|
3,050 |
|
|
|
5,094 |
|
Ending total client assets |
|
|
301,613 |
|
|
|
173,775 |
|
|
|
301,613 |
|
|
|
173,775 |
|
Average total client assets |
|
|
288,568 |
|
|
|
172,392 |
|
|
|
233,209 |
|
|
|
170,629 |
|
(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) Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
The following table presents a reconciliation of our total AUM(1) as of the dates indicated:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Beginning AUM |
|
$ |
167,468 |
|
|
$ |
170,342 |
|
|
$ |
171,930 |
|
|
$ |
161,322 |
|
Gross client cash inflows |
|
|
15,731 |
|
|
|
6,067 |
|
|
|
25,217 |
|
|
|
13,255 |
|
Gross client cash outflows |
|
|
(16,534 |
) |
|
|
(7,812 |
) |
|
|
(27,270 |
) |
|
|
(16,126 |
) |
Net client cash flows |
|
|
(804 |
) |
|
|
(1,744 |
) |
|
|
(2,053 |
) |
|
|
(2,871 |
) |
Market appreciation (depreciation) |
|
|
20,247 |
|
|
|
83 |
|
|
|
17,075 |
|
|
|
10,261 |
|
AG真人官方izations and distributions |
|
|
(3 |
) |
|
|
— |
|
|
|
(24 |
) |
|
|
— |
|
Acquired & divested assets / Net transfers(2) |
|
|
111,654 |
|
|
|
(1 |
) |
|
|
111,634 |
|
|
|
(31 |
) |
Ending AUM |
|
|
298,563 |
|
|
|
168,681 |
|
|
|
298,563 |
|
|
|
168,681 |
|
Average AUM |
|
|
284,977 |
|
|
|
167,484 |
|
|
|
229,383 |
|
|
|
165,508 |
|
(1) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(2) Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
33
Table of Contents
The following table presents a reconciliation of our other assets (institutional)(1) as of the dates indicated:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Beginning other assets (institutional) |
|
$ |
3,967 |
|
|
$ |
5,117 |
|
|
$ |
4,165 |
|
|
$ |
5,289 |
|
Gross client cash inflows |
|
|
— |
|
|
|
467 |
|
|
|
— |
|
|
|
467 |
|
Gross client cash outflows |
|
|
(1,170 |
) |
|
|
(449 |
) |
|
|
(1,446 |
) |
|
|
(973 |
) |
Net client cash flows |
|
|
(1,170 |
) |
|
|
18 |
|
|
|
(1,446 |
) |
|
|
(506 |
) |
Market appreciation (depreciation) |
|
|
253 |
|
|
|
(40 |
) |
|
|
331 |
|
|
|
311 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending other assets (institutional) |
|
|
3,050 |
|
|
|
5,094 |
|
|
|
3,050 |
|
|
|
5,094 |
|
Average other assets (institutional) |
|
|
3,591 |
|
|
|
4,909 |
|
|
|
3,826 |
|
|
|
5,120 |
|
(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.
Assets Under Management
Our profitability is largely affected by the level and composition of our AUM (including asset class and distribution channel) and the effective fee rates on our products. The amount and composition of our AUM are, and will continue to be, influenced by a number of factors, including; (i) investment performance, including fluctuations in the financial markets and the quality of our investment decisions; (ii) client flows into and out of our various strategies and investment vehicles; (iii) industry trends toward products or strategies that we either do or do not offer; (iv) our ability to attract and retain high quality investment, distribution, marketing and management personnel; (v) our decision to close strategies or limit growth of assets in a strategy when we believe it is in the best interest of our clients or conversely to re‑open strategies in part or entirely; and (vi) general investor sentiment and confidence. Our goal is to establish and maintain a client base that is diversified by Franchise and Solutions, asset class, distribution channel and vehicle. Due to rounding, AUM numbers presented in the tables below may not add up precisely to the totals provided.
The following table presents our AUM by asset class as of the dates indicated:
|
|
As of |
|
|||||
|
|
June 30, |
|
|||||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Solutions |
|
$ |
79,988 |
|
|
$ |
58,936 |
|
Fixed Income |
|
|
79,752 |
|
|
|
24,398 |
|
U.S. Mid Cap Equity |
|
|
31,643 |
|
|
|
31,015 |
|
U.S. Small Cap Equity |
|
|
13,140 |
|
|
|
15,182 |
|
Global / Non-U.S. Equity |
|
|
25,576 |
|
|
|
18,459 |
|
U.S. Large Cap Equity |
|
|
61,844 |
|
|
|
13,983 |
|
Alternative Investments |
|
|
2,986 |
|
|
|
3,390 |
|
Total Long-Term Assets |
|
|
294,930 |
|
|
|
165,362 |
|
Money Market & Short-Term Assets |
|
|
3,633 |
|
|
|
3,320 |
|
Total AUM(1)(2) |
|
$ |
298,563 |
|
|
$ |
168,681 |
|
(1) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(2) Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
34
Table of Contents
The following tables summarize our asset flows by asset class for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
U.S. Mid |
|
|
U.S. Small |
|
|
|
|
|
U.S. Large |
|
|
Global / |
|
|
|
|
|
|
|
|
|
|
|
Money |
|
|
|
|
||||||||||
|
|
Cap |
|
|
Cap |
|
|
Fixed |
|
|
Cap |
|
|
Non-U.S. |
|
|
|
|
|
Alternative |
|
|
Total |
|
|
Market / |
|
|
|
|
||||||||||
(in millions) |
|
Equity |
|
|
Equity |
|
|
Income |
|
|
Equity |
|
|
Equity |
|
|
Solutions |
|
|
Investments |
|
|
Long-term |
|
|
Short-term |
|
|
Total AUM(1) |
|
||||||||||
For the Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
28,964 |
|
|
$ |
13,182 |
|
|
$ |
24,157 |
|
|
$ |
13,104 |
|
|
$ |
18,334 |
|
|
$ |
63,378 |
|
|
$ |
2,945 |
|
|
$ |
164,064 |
|
|
$ |
3,404 |
|
|
$ |
167,468 |
|
Gross client cash inflows |
|
|
850 |
|
|
|
457 |
|
|
|
6,014 |
|
|
|
2,266 |
|
|
|
1,520 |
|
|
|
4,093 |
|
|
|
222 |
|
|
|
15,423 |
|
|
|
308 |
|
|
|
15,731 |
|
Gross client cash outflows |
|
|
(1,597 |
) |
|
|
(740 |
) |
|
|
(6,012 |
) |
|
|
(3,385 |
) |
|
|
(1,373 |
) |
|
|
(2,742 |
) |
|
|
(233 |
) |
|
|
(16,083 |
) |
|
|
(451 |
) |
|
|
(16,534 |
) |
Net client cash flows |
|
|
(748 |
) |
|
|
(284 |
) |
|
|
2 |
|
|
|
(1,118 |
) |
|
|
147 |
|
|
|
1,351 |
|
|
|
(11 |
) |
|
|
(660 |
) |
|
|
(144 |
) |
|
|
(804 |
) |
Market appreciation / (depreciation) |
|
|
1,233 |
|
|
|
385 |
|
|
|
1,172 |
|
|
|
7,482 |
|
|
|
3,263 |
|
|
|
6,620 |
|
|
|
55 |
|
|
|
20,210 |
|
|
|
37 |
|
|
|
20,247 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
— |
|
|
|
(3 |
) |
Acquired & divested assets / Net transfers(2) |
|
|
2,194 |
|
|
|
(143 |
) |
|
|
54,420 |
|
|
|
42,376 |
|
|
|
3,833 |
|
|
|
8,639 |
|
|
|
— |
|
|
|
111,318 |
|
|
|
335 |
|
|
|
111,654 |
|
Ending AUM |
|
$ |
31,643 |
|
|
$ |
13,140 |
|
|
$ |
79,752 |
|
|
$ |
61,844 |
|
|
$ |
25,576 |
|
|
$ |
79,988 |
|
|
$ |
2,986 |
|
|
$ |
294,930 |
|
|
$ |
3,633 |
|
|
$ |
298,563 |
|
For the Three Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
32,918 |
|
|
$ |
16,297 |
|
|
$ |
24,481 |
|
|
$ |
13,895 |
|
|
$ |
18,200 |
|
|
$ |
57,833 |
|
|
$ |
3,465 |
|
|
$ |
167,089 |
|
|
$ |
3,253 |
|
|
$ |
170,342 |
|
Gross client cash inflows |
|
|
1,007 |
|
|
|
559 |
|
|
|
1,283 |
|
|
|
67 |
|
|
|
558 |
|
|
|
2,035 |
|
|
|
303 |
|
|
|
5,813 |
|
|
|
255 |
|
|
|
6,067 |
|
Gross client cash outflows |
|
|
(1,659 |
) |
|
|
(778 |
) |
|
|
(1,508 |
) |
|
|
(309 |
) |
|
|
(635 |
) |
|
|
(2,184 |
) |
|
|
(442 |
) |
|
|
(7,514 |
) |
|
|
(298 |
) |
|
|
(7,812 |
) |
Net client cash flows |
|
|
(652 |
) |
|
|
(218 |
) |
|
|
(225 |
) |
|
|
(241 |
) |
|
|
(77 |
) |
|
|
(150 |
) |
|
|
(139 |
) |
|
|
(1,701 |
) |
|
|
(43 |
) |
|
|
(1,744 |
) |
Market appreciation / (depreciation) |
|
|
(1,247 |
) |
|
|
(893 |
) |
|
|
116 |
|
|
|
350 |
|
|
|
367 |
|
|
|
1,273 |
|
|
|
58 |
|
|
|
24 |
|
|
|
60 |
|
|
|
83 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
26 |
|
|
|
(21 |
) |
|
|
(32 |
) |
|
|
(21 |
) |
|
|
6 |
|
|
|
(50 |
) |
|
|
50 |
|
|
|
(1 |
) |
Ending AUM |
|
$ |
31,015 |
|
|
$ |
15,182 |
|
|
$ |
24,398 |
|
|
$ |
13,983 |
|
|
$ |
18,459 |
|
|
$ |
58,936 |
|
|
$ |
3,390 |
|
|
$ |
165,362 |
|
|
$ |
3,320 |
|
|
$ |
168,681 |
|
(1) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(2) Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
35
Table of Contents
|
|
|
|
|
U.S. |
|
|
|
|
|
U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
U.S. Mid |
|
|
Small |
|
|
|
|
|
Large |
|
|
Global / |
|
|
|
|
|
|
|
|
|
|
|
Money |
|
|
|
|
||||||||||
|
|
Cap |
|
|
Cap |
|
|
Fixed |
|
|
Cap |
|
|
Non-U.S. |
|
|
|
|
|
Alternative |
|
|
Total |
|
|
Market / |
|
|
|
|
||||||||||
(in millions) |
|
Equity |
|
|
Equity |
|
|
Income |
|
|
Equity |
|
|
Equity |
|
|
Solutions |
|
|
Investments |
|
|
Long-term |
|
|
Short-term |
|
|
Total AUM(1) |
|
||||||||||
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
30,584 |
|
|
$ |
14,785 |
|
|
$ |
24,402 |
|
|
$ |
14,148 |
|
|
$ |
19,095 |
|
|
$ |
62,593 |
|
|
$ |
2,980 |
|
|
$ |
168,586 |
|
|
$ |
3,344 |
|
|
$ |
171,930 |
|
Gross client cash inflows |
|
|
1,947 |
|
|
|
902 |
|
|
|
6,943 |
|
|
|
2,349 |
|
|
|
3,656 |
|
|
|
8,456 |
|
|
|
478 |
|
|
|
24,732 |
|
|
|
485 |
|
|
|
25,217 |
|
Gross client cash outflows |
|
|
(3,331 |
) |
|
|
(1,587 |
) |
|
|
(7,557 |
) |
|
|
(3,854 |
) |
|
|
(4,623 |
) |
|
|
(5,060 |
) |
|
|
(585 |
) |
|
|
(26,597 |
) |
|
|
(673 |
) |
|
|
(27,270 |
) |
Net client cash flows |
|
|
(1,383 |
) |
|
|
(685 |
) |
|
|
(614 |
) |
|
|
(1,505 |
) |
|
|
(967 |
) |
|
|
3,396 |
|
|
|
(107 |
) |
|
|
(1,865 |
) |
|
|
(188 |
) |
|
|
(2,053 |
) |
Market appreciation / (depreciation) |
|
|
254 |
|
|
|
(809 |
) |
|
|
1,500 |
|
|
|
6,852 |
|
|
|
3,659 |
|
|
|
5,417 |
|
|
|
134 |
|
|
|
17,008 |
|
|
|
67 |
|
|
|
17,075 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(24 |
) |
|
|
(24 |
) |
|
|
— |
|
|
|
(24 |
) |
Acquired & divested assets / Net transfers(2) |
|
|
2,188 |
|
|
|
(150 |
) |
|
|
54,464 |
|
|
|
42,349 |
|
|
|
3,789 |
|
|
|
8,582 |
|
|
|
2 |
|
|
|
111,224 |
|
|
|
410 |
|
|
|
111,634 |
|
Ending AUM |
|
$ |
31,643 |
|
|
$ |
13,140 |
|
|
$ |
79,752 |
|
|
$ |
61,844 |
|
|
$ |
25,576 |
|
|
$ |
79,988 |
|
|
$ |
2,986 |
|
|
$ |
294,930 |
|
|
$ |
3,633 |
|
|
$ |
298,563 |
|
Six Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning AUM |
|
$ |
30,604 |
|
|
$ |
15,959 |
|
|
$ |
24,355 |
|
|
$ |
12,635 |
|
|
$ |
16,772 |
|
|
$ |
54,296 |
|
|
$ |
3,431 |
|
|
$ |
158,051 |
|
|
$ |
3,271 |
|
|
$ |
161,322 |
|
Gross client cash inflows |
|
|
2,378 |
|
|
|
1,066 |
|
|
|
2,581 |
|
|
|
136 |
|
|
|
1,648 |
|
|
|
4,200 |
|
|
|
755 |
|
|
|
12,764 |
|
|
|
491 |
|
|
|
13,255 |
|
Gross client cash outflows |
|
|
(3,504 |
) |
|
|
(1,703 |
) |
|
|
(2,874 |
) |
|
|
(641 |
) |
|
|
(1,386 |
) |
|
|
(4,595 |
) |
|
|
(791 |
) |
|
|
(15,493 |
) |
|
|
(632 |
) |
|
|
(16,126 |
) |
Net client cash flows |
|
|
(1,126 |
) |
|
|
(637 |
) |
|
|
(294 |
) |
|
|
(505 |
) |
|
|
262 |
|
|
|
(394 |
) |
|
|
(36 |
) |
|
|
(2,729 |
) |
|
|
(142 |
) |
|
|
(2,871 |
) |
Market appreciation / (depreciation) |
|
|
1,548 |
|
|
|
(92 |
) |
|
|
292 |
|
|
|
1,905 |
|
|
|
1,501 |
|
|
|
5,022 |
|
|
|
(17 |
) |
|
|
10,159 |
|
|
|
102 |
|
|
|
10,261 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0 |
|
|
|
0 |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers |
|
|
(11 |
) |
|
|
(49 |
) |
|
|
44 |
|
|
|
(51 |
) |
|
|
(76 |
) |
|
|
12 |
|
|
|
11 |
|
|
|
(119 |
) |
|
|
88 |
|
|
|
(31 |
) |
Ending AUM |
|
$ |
31,015 |
|
|
$ |
15,182 |
|
|
$ |
24,398 |
|
|
$ |
13,983 |
|
|
$ |
18,459 |
|
|
$ |
58,936 |
|
|
$ |
3,390 |
|
|
$ |
165,362 |
|
|
$ |
3,320 |
|
|
$ |
168,681 |
|
(1) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(2) Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
The following table presents our AUM by distribution channel as of the dates indicated:
|
|
As of June 30, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
(in millions) |
|
Amount |
|
|
% of total |
|
|
Amount |
|
|
% of total |
|
||||
Investor |
|
$ |
61,568 |
|
|
|
21 |
% |
|
$ |
60,290 |
|
|
|
36 |
% |
Institutional |
|
|
125,899 |
|
|
|
42 |
% |
|
|
42,310 |
|
|
|
25 |
% |
Retail |
|
|
111,096 |
|
|
|
37 |
% |
|
|
66,081 |
|
|
|
39 |
% |
Total AUM(1)(2)(3) |
|
$ |
298,563 |
|
|
|
100 |
% |
|
$ |
168,681 |
|
|
|
100 |
% |
(1) The allocation of AUM by distribution channel involves the use of estimates and the exercise of judgment.
(2) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(3) Includes the impact of the Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
The following table presents our total AUM by region as of the dates indicated:
|
As of June 30, |
|
||||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
(in millions) |
|
Amount |
|
|
% of total |
|
|
Amount |
|
|
% of total |
|
||||
U.S. |
|
$ |
250,035 |
|
|
|
84 |
% |
|
$ |
163,146 |
|
|
|
97 |
% |
Non-U.S. |
|
|
48,528 |
|
|
|
16 |
% |
|
|
5,535 |
|
|
|
3 |
% |
Total AUM(1)(2) |
|
$ |
298,563 |
|
|
|
100 |
% |
|
$ |
168,681 |
|
|
|
100 |
% |
36
Table of Contents
(1) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(2) Includes the impact of the Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
The following tables summarize our asset flows by vehicle for the periods indicated:
|
|
|
|
|
|
|
|
Separate |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Accounts and |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Other Pooled |
|
|
|
|
||||
(in millions) |
|
Mutual Funds (1) |
|
|
ETFs (2) |
|
|
Vehicles (3) |
|
|
Total AUM(4) |
|
||||
For the Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
108,392 |
|
|
$ |
10,253 |
|
|
$ |
48,823 |
|
|
$ |
167,468 |
|
Gross client cash inflows |
|
|
6,935 |
|
|
|
1,568 |
|
|
|
7,227 |
|
|
|
15,731 |
|
Gross client cash outflows |
|
|
(9,716 |
) |
|
|
(264 |
) |
|
|
(6,554 |
) |
|
|
(16,534 |
) |
Net client cash flows |
|
|
(2,781 |
) |
|
|
1,305 |
|
|
|
672 |
|
|
|
(804 |
) |
Market appreciation (depreciation) |
|
|
11,465 |
|
|
|
319 |
|
|
|
8,463 |
|
|
|
20,247 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(3 |
) |
Acquired & divested assets / Net transfers(5) |
|
|
50,897 |
|
|
|
97 |
|
|
|
60,660 |
|
|
|
111,654 |
|
Ending AUM |
|
$ |
167,973 |
|
|
$ |
11,975 |
|
|
$ |
118,615 |
|
|
$ |
298,563 |
|
For the Three Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
113,897 |
|
|
$ |
5,229 |
|
|
$ |
51,217 |
|
|
$ |
170,342 |
|
Gross client cash inflows |
|
|
3,553 |
|
|
|
480 |
|
|
|
2,034 |
|
|
|
6,067 |
|
Gross client cash outflows |
|
|
(5,061 |
) |
|
|
(178 |
) |
|
|
(2,573 |
) |
|
|
(7,812 |
) |
Net client cash flows |
|
|
(1,508 |
) |
|
|
302 |
|
|
|
(539 |
) |
|
|
(1,744 |
) |
Market appreciation (depreciation) |
|
|
385 |
|
|
|
(91 |
) |
|
|
(211 |
) |
|
|
83 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers |
|
|
(190 |
) |
|
|
— |
|
|
|
190 |
|
|
|
— |
|
Ending AUM |
|
$ |
112,584 |
|
|
$ |
5,440 |
|
|
$ |
50,657 |
|
|
$ |
168,681 |
|
|
|
|
|
|
|
|
|
Separate |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Accounts and |
|
|
|
|
||||
|
|
|
|
|
|
|
|
Other Pooled |
|
|
|
|
||||
(in millions) |
|
Mutual Funds (1) |
|
|
ETFs (2) |
|
|
Vehicles (3) |
|
|
Total AUM(4) |
|
||||
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
113,645 |
|
|
$ |
7,508 |
|
|
$ |
50,777 |
|
|
$ |
171,930 |
|
Gross client cash inflows |
|
|
10,258 |
|
|
|
4,630 |
|
|
|
10,329 |
|
|
|
25,217 |
|
Gross client cash outflows |
|
|
(16,044 |
) |
|
|
(515 |
) |
|
|
(10,710 |
) |
|
|
(27,270 |
) |
Net client cash flows |
|
|
(5,786 |
) |
|
|
4,115 |
|
|
|
(381 |
) |
|
|
(2,053 |
) |
Market appreciation (depreciation) |
|
|
9,222 |
|
|
|
270 |
|
|
|
7,583 |
|
|
|
17,075 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
(24 |
) |
|
|
(24 |
) |
Acquired & divested assets / Net transfers(5) |
|
|
50,892 |
|
|
|
82 |
|
|
|
60,660 |
|
|
|
111,634 |
|
Ending AUM |
|
$ |
167,973 |
|
|
$ |
11,975 |
|
|
$ |
118,615 |
|
|
$ |
298,563 |
|
Six Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning AUM |
|
$ |
108,802 |
|
|
$ |
4,970 |
|
|
$ |
47,551 |
|
|
$ |
161,322 |
|
Gross client cash inflows |
|
|
7,856 |
|
|
|
930 |
|
|
|
4,468 |
|
|
|
13,255 |
|
Gross client cash outflows |
|
|
(11,017 |
) |
|
|
(627 |
) |
|
|
(4,482 |
) |
|
|
(16,126 |
) |
Net client cash flows |
|
|
(3,161 |
) |
|
|
304 |
|
|
|
(14 |
) |
|
|
(2,871 |
) |
Market appreciation (depreciation) |
|
|
7,181 |
|
|
|
124 |
|
|
|
2,956 |
|
|
|
10,261 |
|
AG真人官方izations and distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Acquired & divested assets / Net transfers |
|
|
(238 |
) |
|
|
43 |
|
|
|
164 |
|
|
|
(31 |
) |
Ending AUM |
|
$ |
112,584 |
|
|
$ |
5,440 |
|
|
$ |
50,657 |
|
|
$ |
168,681 |
|
(1) Includes institutional and retail share classes, money market and Variable Insurance Products or 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.
37
Table of Contents
(4) Total AUM includes both discretionary assets under management and non-discretionary assets under advisement and excludes other assets.
(5) Includes the impact of Pioneer Investments as of April 1, 2025, increasing the Company's AUM by $114 billion.
June 30, 2025 AUM compared to March 31, 2025 AUM. At June 30, 2025, our total AUM was $298.6 billion, an increase of $131.1 billion, or 78.3%, from $167.5 billion at March 31, 2025, driven by the combination of $114 billion of AUM acquired relating to Pioneer Investments as well as $20.2 billion of market appreciation partially offset by $0.8 billion of net outflows.
Net outflows were driven by our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies of $0.7 billion, $0.3 billion, $1.1 billion, respectively, partially offset by net inflows of $1.4 billion and $0.1 billion in our Solutions platform and global/non-US equity strategies, respectively.
June 30, 2025 AUM compared to December 31, 2024 AUM. Total AUM increased by $126.6 billion, or 73.7%, to $298.6 billion at June 30, 2025 compared to $171.9 billion at December 31, 2024. The increase in AUM was due to the combination of $114 billion of AUM acquired relating to Pioneer Investments as well as $17.1 billion of market appreciation partially offset by $2.1 billion of net outflows.
Net outflows were driven by our U.S. mid cap, U.S. small cap, and U.S. large cap equity strategies, our fixed income strategies, global/non-US equity strategies, and alternative investments of $1.4 billion, $0.7 billion, $1.5 billion, $0.6 billion, $1.0 billion, and $0.1 billion, respectively, partially offset by net inflows of $3.4 billion in our Solutions platform.
38
Table of Contents
GAAP Results of Operations
The following table presents our GAAP results of operations for the three and six months ended June 30, 2025 and 2024.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment management fees |
|
$ |
282,306 |
|
|
$ |
173,163 |
|
|
|
455,607 |
|
|
$ |
342,948 |
|
Fund administration and distribution fees |
|
|
68,906 |
|
|
|
46,458 |
|
|
|
115,207 |
|
|
|
92,530 |
|
Total revenue |
|
|
351,212 |
|
|
|
219,621 |
|
|
|
570,814 |
|
|
|
435,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel compensation and benefits |
|
|
108,918 |
|
|
|
55,660 |
|
|
|
165,054 |
|
|
|
115,114 |
|
Distribution and other asset-based expenses |
|
|
62,039 |
|
|
|
36,474 |
|
|
|
97,516 |
|
|
|
72,737 |
|
General and administrative |
|
|
23,381 |
|
|
|
14,385 |
|
|
|
37,709 |
|
|
|
28,397 |
|
Depreciation and amortization |
|
|
21,794 |
|
|
|
7,551 |
|
|
|
29,226 |
|
|
|
15,152 |
|
Change in value of consideration payable for acquisition of business |
|
|
1,092 |
|
|
|
(8,200 |
) |
|
|
4,498 |
|
|
|
4,000 |
|
Acquisition-related costs |
|
|
25,780 |
|
|
|
3,049 |
|
|
|
34,530 |
|
|
|
4,075 |
|
Restructuring and integration costs |
|
|
13,994 |
|
|
|
105 |
|
|
|
15,159 |
|
|
|
597 |
|
Total operating expenses |
|
|
256,998 |
|
|
|
109,024 |
|
|
|
383,692 |
|
|
|
240,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from operations |
|
|
94,214 |
|
|
|
110,597 |
|
|
|
187,122 |
|
|
|
195,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income and other income |
|
|
6,006 |
|
|
|
1,557 |
|
|
|
6,710 |
|
|
|
5,122 |
|
Interest expense and other financing costs |
|
|
(13,234 |
) |
|
|
(16,279 |
) |
|
|
(26,445 |
) |
|
|
(32,765 |
) |
Loss on debt extinguishment |
|
|
— |
|
|
|
(100 |
) |
|
|
— |
|
|
|
(100 |
) |
Total other expense, net |
|
|
(7,228 |
) |
|
|
(14,822 |
) |
|
|
(19,735 |
) |
|
|
(27,743 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income taxes |
|
|
86,986 |
|
|
|
95,775 |
|
|
|
167,387 |
|
|
|
167,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
(28,252 |
) |
|
|
(21,524 |
) |
|
|
(46,678 |
) |
|
|
(37,721 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
58,734 |
|
|
$ |
74,251 |
|
|
$ |
120,709 |
|
|
$ |
129,942 |
|
Preferred stock dividends |
|
|
(9,673 |
) |
|
|
— |
|
|
|
(9,673 |
) |
|
|
— |
|
Income attributable to Preferred stockholders |
|
|
(2,985 |
) |
|
|
— |
|
|
|
(5,334 |
) |
|
|
— |
|
Net income attributable to common shareholders |
|
$ |
46,076 |
|
|
$ |
74,251 |
|
|
$ |
105,702 |
|
|
$ |
129,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.69 |
|
|
$ |
1.15 |
|
|
$ |
1.61 |
|
|
$ |
2.01 |
|
Diluted |
|
$ |
0.68 |
|
|
$ |
1.12 |
|
|
$ |
1.59 |
|
|
$ |
1.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
67,239 |
|
|
|
64,734 |
|
|
|
65,484 |
|
|
|
64,561 |
|
Diluted |
|
|
67,980 |
|
|
|
66,075 |
|
|
|
66,358 |
|
|
|
66,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends declared per share of common stock |
|
$ |
0.49 |
|
|
$ |
0.37 |
|
|
$ |
0.96 |
|
|
$ |
0.705 |
|
Investment Management Fees
Three months ended June 30, 2025 compared to June 30, 2024. Investment management fees increased 63.0%, or $109.1 million, to $282.3 million for the three months ended June 30, 2025 from $173.2 million for the same comparable period in 2024 due to an increase in average AUM primarily driven by Pioneer Investments over the comparable period.
39
Table of Contents
Six months ended June 30, 2025 compared to June 30, 2024. Investment management fees increased by $112.7 million, or 32.9%, to $455.6 million for the six months ended June 30, 2025 from $342.9 million due to the same factors discussed above in the quarterly section.
Fund Administration and Distribution Fees
Three months ended June 30, 2025 compared to June 30, 2024. Fund administration and distribution fees increased by $22.4 million, or 48.3%, to $68.9 million for the three months ended June 30, 2025 compared to $46.5 million for the same period in 2024 due primarily to higher mutual fund average net assets.
Six months ended June 30, 2025 compared to June 30, 2024. Fund administration and distribution fees increased by $22.7 million, or 24.5%, to $115.2 million for the six months ended June 30, 2025 from $92.5 million for the same period in 2024 due to the same factors as discussed above in the quarterly section.
Personnel Compensation and Benefits
The following table presents the components of GAAP personnel compensation and benefits expense for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Salaries, payroll related taxes and employee benefits |
|
$ |
41,408 |
|
|
$ |
21,248 |
|
|
$ |
63,153 |
|
|
$ |
45,724 |
|
Incentive compensation |
|
|
38,116 |
|
|
|
24,505 |
|
|
|
61,783 |
|
|
|
48,448 |
|
Sales-based compensation(1) |
|
|
10,612 |
|
|
|
5,616 |
|
|
|
17,832 |
|
|
|
11,695 |
|
Equity awards granted to employees and directors(2) |
|
|
5,658 |
|
|
|
3,765 |
|
|
|
9,162 |
|
|
|
7,734 |
|
Acquisition and transaction-related compensation(3) |
|
|
13,124 |
|
|
|
526 |
|
|
|
13,124 |
|
|
|
1,513 |
|
Total personnel compensation and benefits expense |
|
$ |
108,918 |
|
|
$ |
55,660 |
|
|
$ |
165,054 |
|
|
$ |
115,114 |
|
(1) Represents sales-based commissions paid to our distribution teams. Sales-based compensation varies based on gross client cash flows and revenue earned on sales.
(2) Equity awards typically vest over several years based on service and the achievement of specific business and financial targets. The value of the equity awards is recognized as compensation expense over the vesting period.
(3) Acquisition and transaction-related compensation costs for the three and six months ended June 30, 2025 primarily consists of vesting of certain Amundi US deferred compensation awards for former Amundi US employees.
Three months ended June 30, 2025 compared to June 30, 2024. Personnel compensation and benefits were $108.9 million for the three months ended June 30, 2025, an increase of $53.3 million, or 95.7%, from $55.7 million for the same period in 2024 mostly attributable to an increase in salaries, payroll related taxes and employee benefits as well as an increase in acquisition and transaction-related compensation of $20.2 million and $12.6 million, respectively. Excluding the impact of salaries, payroll taxes and employee benefits and acquisition and transaction-related compensation over the comparable period, personnel compensation and benefits increased $20.5 million, or 36.8%, due to an increase in variable costs such as incentive and sales-based compensation and equity awards granted. Incentive compensation, sales-based compensation, and equity awards granted to employees and directors were $38.1 million, $10.6 million, and $5.7 million, respectively, for the three months ended June 30, 2025, compared to $24.5 million, $5.6 million, and $3.8 million, respectively, for the same period in 2024.
Six months ended June 30, 2025 compared to June 30, 2024. Personnel compensation and benefits increased by $49.9 million, or 43.4%, to $165.1 million for the six months ended June 30, 2025 from $115.1 million for the same period in 2024 due to an increase in salaries, payroll related taxes and employee benefits as well as an increase in acquisition and transaction-related compensation of $17.4 million and $11.6 million, respectively. Excluding the impact of salaries, payroll taxes and employee benefits and acquisition and transaction-related compensation over the comparable period, personnel compensation and benefits increased $20.9 million, or 18.2%, due to an increase in variable costs such as incentive and sales-based compensation and equity awards granted. Incentive compensation, sales-based compensation, and equity awards granted to employees and directors were $61.8 million, $17.8 million, and $9.2 million, respectively, for the six
40
Table of Contents
months ended June 30, 2025, compared to $48.4 million, $11.7 million, and $7.7 million, respectively, for the same period in 2024.
Distribution and Other Asset‑Based Expenses
The following table presents the components of distribution and other asset-based expenses for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Broker-dealer distribution fees |
|
$ |
20,833 |
|
|
$ |
4,969 |
|
|
$ |
25,633 |
|
|
$ |
10,011 |
|
Platform distribution fees |
|
|
31,444 |
|
|
|
22,287 |
|
|
|
53,055 |
|
|
|
44,415 |
|
Sub-administration |
|
|
5,274 |
|
|
|
4,176 |
|
|
|
9,664 |
|
|
|
8,277 |
|
Sub-advisory |
|
|
1,678 |
|
|
|
2,342 |
|
|
|
3,550 |
|
|
|
4,678 |
|
Middle-office |
|
|
2,810 |
|
|
|
2,700 |
|
|
|
5,614 |
|
|
|
5,356 |
|
Total distribution and other asset-based expenses |
|
$ |
62,039 |
|
|
$ |
36,474 |
|
|
$ |
97,516 |
|
|
$ |
72,737 |
|
Three months ended June 30, 2025 compared to June 30, 2024. Distribution and other asset-based expenses are primarily based on AUM. For the three months ended June 30, 2025, distribution and other asset-based expenses were $62.0 million, an increase of $25.6 million, or 70.1%, from $36.5 million for the same period in 2024. The increase is primarily due to higher broker-dealer and platform distribution fees over the comparable period.
Six months ended June 30, 2025 compared to June 30, 2024. Distribution and other asset-based expenses were $97.5 million for the six months ended June 30, 2025, an increase of $24.8 million, or 34.1%, from $72.7 million for the same period in 2024 primarily due to the same factors as discussed above in the quarterly section.
General and Administrative
Three months ended June 30, 2025 compared to June 30, 2024. General and administrative expenses increased $9.0 million, or 62.5%, to $23.4 million at June 30, 2025 compared to $14.4 million for the three months ended June 30, 2024. The increase is primarily due to an increase facilities and data services and technology related expenses.
Six months ended June 30, 2025 compared to June 30, 2024. For the six months ended June 30, 2025 and 2024, general and administrative expenses were $37.7 million and $28.4 million, respectively, for a year over year increase of $9.3 million, or 32.8%. The increase was primarily due to the same factors as discussed above in the quarterly section.
Depreciation and Amortization
Three months ended June 30, 2025 compared to June 30, 2024. Depreciation and amortization increased by $14.2 million, or 188.6%, to $21.8 million for the three months ended June 30, 2025 from $7.6 million for the same period in 2024, due to the amortization of definite-lived intangible assets associated with the Amundi US acquisition in the second quarter of 2025.
Six months ended June 30, 2025 compared to June 30, 2024. Depreciation and amortization increased by $14.1 million, or 92.9%, to $29.2 million for the six months ended June 30, 2025 from $15.2 million for the same period in 2024 due to the same factors as discussed above in the quarterly section.
Change in Value of Consideration Payable for Acquisition of Business
Three months ended June 30, 2025 compared to June 30, 2024. The change in value of consideration payable for acquisition of business increased $9.3 million as a result of a decrease of $8.2 million in the fair value of the contingent consideration associated with the WestEnd Acquisition for the three months ended June 30, 2024, compared to an increase of $1.1 million for the WestEnd Acquisition for the three months ended June 30, 2025. Refer to Note 4, Acquisitions, for further details on the fair value of contingent consideration payable.
Six months ended June 30, 2025 compared to June 30, 2024. The change in value of consideration payable for acquisition of business increased $0.5 million due the change in the fair value of the contingent consideration associated with the WestEnd Acquisition increasing $4.5 million for the six months ended June 30, 2025 compared to a $4.0 million increase for the six months ended June 30, 2024. Refer to Note 4, Acquisitions, for further details on the fair value of contingent consideration payable.
41
Table of Contents
Acquisition-Related Costs
Three months ended June 30, 2025 compared to June 30, 2024. Acquisition-related costs were $25.8 million and $3.0 million for the three months ended June 30, 2025 and 2024, respectively. The acquisition-related costs for the three months ended June 30, 2025 and 2024 related to legal and professional fees, associated with the Amundi US acquisition.
Six months ended June 30, 2025 compared to June 30, 2024. Acquisition-related costs were $34.5 million and $4.1 million for the six months ended June 30, 2025 and 2024, respectively. The acquisition-related costs for the six months ended June 30, 2025 and 2024 were related to the same factors discussed above in the quarterly section.
Restructuring and Integration Costs
Three months ended June 30, 2025 compared to June 30, 2024. Restructuring and integration costs were $14.0 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively. The restructuring and integration costs for the three months ended June 30, 2025 were primarily related to personnel restructuring.
Six months ended June 30, 2025 compared to June 30, 2024. Restructuring and integration costs were $15.2 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively. The restructuring and integration costs for the six months ended June 30, 2025 were related to the same factors discussed above in the quarterly section.
Interest Income and Other Income
Three months June 30, 2025 compared to June 30, 2024. For the three months ended June 30, 2025 and 2024, interest income and other income was income of $6.0 million and $1.6 million, respectively. The increase over the comparable period is primarily due to an increase in the net unrealized fair value of deferred compensation plan investments.
Six months ended June 30, 2025 compared to June 30, 2024. For the six months ended June 30, 2025 and 2024, interest income and other income was income of $6.7 million and $5.1 million, respectively. The income for the six months ended June 30, 2025 and 2024 was related to interest income and an increase in the net unrealized fair value of deferred compensation plan investments.
Interest Expense and Other Financing Costs
Three months ended June 30, 2025 compared to June 30, 2024. Interest expense and other financing costs decreased by $3.0 million to $13.2 million for the three months ended June 30, 2025, compared to $16.3 million for the same period in 2024 due a decrease in the average interest rate and principal balance over the comparable period.
Six months ended June 30, 2025 compared to June 30, 2024. For the six months ended June 30, 2025 and 2024, interest expense and other financing costs were $26.4 million and $32.8 million, respectively. The year-over-year decrease is due to the same factors as discussed above in the quarterly section. Refer to Note 9, Debt, for further details on the 2019 Credit Agreement.
Income Tax Expense
Three months ended June 30, 2025 compared to June 30, 2024. The effective tax rate for the three months ended June 30, 2025 and 2024 was 32.5% and 22.5%, respectively. The effective tax rate for the three months ended June 30, 2025 was higher than the effective tax rate for the same period in 2024 due to decreased excess tax benefits on share-based compensation and increased non-deductible expenses. The increase in non-deductible expenses was primarily driven by $27.3 million of gross non-deductible transaction costs that were incurred related to the Amundi US acquisition.
Six months ended June 30, 2025 compared to June 30, 2024. For the six months ended June 30, 2025 and 2024, the effective tax rate was 27.9% and 22.5%, respectively. The year-over-year increase in the effective tax rate is due to the same factors discussed in the quarterly section. Refer to Note 8, Income Taxes, for further details on the Company's income taxes.
Supplemental Non‑GAAP Financial Information
We use non-GAAP performance measures to evaluate the underlying operations of our business. Due to our acquisitive nature, there are a number of acquisition and restructuring related expenses included in GAAP measures that we believe distort the economic value of our organization and we believe that many investors use this information when assessing the financial performance of companies in the investment management industry. We have included these non-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of our Company. The non-GAAP measures we report are Adjusted EBITDA and Adjusted Net Income.
42
Table of Contents
The following table sets forth a reconciliation from GAAP financial measures to non-GAAP measures for the periods indicated:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Reconciliation of non-GAAP financial measures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (GAAP) |
|
$ |
58,734 |
|
|
$ |
74,251 |
|
|
$ |
120,709 |
|
|
$ |
129,942 |
|
Income tax expense |
|
|
(28,252 |
) |
|
|
(21,524 |
) |
|
|
(46,678 |
) |
|
|
(37,721 |
) |
Income before income taxes |
|
|
86,986 |
|
|
|
95,775 |
|
|
|
167,387 |
|
|
|
167,663 |
|
Interest expense(1) |
|
|
12,200 |
|
|
|
15,468 |
|
|
|
24,721 |
|
|
|
31,179 |
|
Depreciation(2) |
|
|
3,236 |
|
|
|
2,252 |
|
|
|
5,404 |
|
|
|
4,521 |
|
Other business taxes(3) |
|
|
693 |
|
|
|
414 |
|
|
|
1,615 |
|
|
|
783 |
|
Amortization of acquisition-related intangible assets(4) |
|
|
18,558 |
|
|
|
5,299 |
|
|
|
23,822 |
|
|
|
10,631 |
|
Stock-based compensation(5) |
|
|
2,107 |
|
|
|
940 |
|
|
|
3,160 |
|
|
|
2,267 |
|
Acquisition, restructuring and exit costs(6) |
|
|
53,990 |
|
|
|
(4,520 |
) |
|
|
67,311 |
|
|
|
10,185 |
|
Debt issuance costs(7) |
|
|
755 |
|
|
|
874 |
|
|
|
1,504 |
|
|
|
1,629 |
|
Adjusted EBITDA |
|
$ |
178,525 |
|
|
$ |
116,502 |
|
|
$ |
294,924 |
|
|
$ |
228,858 |
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Reconciliation of non-GAAP financial measures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (GAAP) |
|
$ |
58,734 |
|
|
$ |
74,251 |
|
|
$ |
120,709 |
|
|
$ |
129,942 |
|
Adjustments to reflect the operating performance of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
i. Other business taxes(3) |
|
|
693 |
|
|
|
414 |
|
|
|
1,615 |
|
|
|
783 |
|
ii. Amortization of acquisition-related intangible assets(4) |
|
|
18,558 |
|
|
|
5,299 |
|
|
|
23,822 |
|
|
|
10,631 |
|
iii. Stock-based compensation(5) |
|
|
2,107 |
|
|
|
940 |
|
|
|
3,160 |
|
|
|
2,267 |
|
iv. Acquisition, restructuring and exit costs(6) |
|
|
53,990 |
|
|
|
(4,520 |
) |
|
|
67,311 |
|
|
|
10,185 |
|
v. Debt issuance costs(7) |
|
|
755 |
|
|
|
874 |
|
|
|
1,504 |
|
|
|
1,629 |
|
Tax effect of above adjustments(8) |
|
|
(12,330 |
) |
|
|
(753 |
) |
|
|
(17,657 |
) |
|
|
(6,374 |
) |
Adjusted Net Income |
|
$ |
122,507 |
|
|
$ |
76,505 |
|
|
$ |
200,464 |
|
|
$ |
149,063 |
|
Tax benefit of goodwill and acquired intangibles(9) |
|
$ |
10,255 |
|
|
$ |
10,141 |
|
|
$ |
20,396 |
|
|
$ |
19,889 |
|
Adjustments made to GAAP Net Income to calculate Adjusted EBITDA and Adjusted Net Income, as applicable, are:
(1) Adding back interest paid on debt and other financing costs, net of interest income.
(2) Adding back depreciation on property and equipment.
(3) Adding back other business taxes.
(4) Adding back amortization expense on acquisition‑related intangible assets.
(5) Adding back stock‑based compensation associated with equity awards issued from pools created in connection with the management‑led buyout and various acquisitions and as a result of equity grants related to the IPO.
(6) Adding back direct incremental costs of acquisitions, including restructuring costs.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Acquisition-related costs |
|
$ |
25,780 |
|
|
$ |
3,049 |
|
|
$ |
34,530 |
|
|
$ |
4,075 |
|
Restructuring and integration costs |
|
|
13,994 |
|
|
|
105 |
|
|
|
15,159 |
|
|
|
597 |
|
Change in value of consideration payable for acquisition of business |
|
|
1,092 |
|
|
|
(8,200 |
) |
|
|
4,498 |
|
|
|
4,000 |
|
Personnel compensation and benefits |
|
|
13,124 |
|
|
|
526 |
|
|
|
13,124 |
|
|
|
1,513 |
|
Total acquisition, restructuring and exit costs |
|
$ |
53,990 |
|
|
$ |
(4,520 |
) |
|
$ |
67,311 |
|
|
$ |
10,185 |
|
(7) Adding back debt issuance costs.
43
Table of Contents
(8) Subtracting an estimate of income tax expense applied to the sum of the adjustments above.
(9) Represents the tax benefits associated with deductions allowed for intangible assets and goodwill generated from prior acquisitions in which we 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. Due to our acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide us with a significant supplemental economic benefit.
Non-GAAP measures should be considered in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. Our non-GAAP measures may differ from similar measures at other companies, even if similar terms are used to identify these measures.
Liquidity and Capital Resources
Our primary uses of cash relate to repayment of our debt obligations, funding of acquisitions and working capital needs, repurchasing of shares and payment of dividends, which are all expected to be met through cash generated from our operations and available capital resources.
The following table shows our liquidity position as of June 30, 2025 and December 31, 2024.
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Cash and cash equivalents |
|
$ |
107,870 |
|
|
$ |
126,731 |
|
Accounts and other receivables |
|
|
205,240 |
|
|
|
100,667 |
|
Undrawn commitment on revolving credit facility(1) |
|
|
100,000 |
|
|
|
100,000 |
|
Accounts and other payables |
|
|
(156,887 |
) |
|
|
(109,599 |
) |
(1) The balances at June 30, 2025 and December 31, 2024 represent the Company’s $99.9 million revolving credit facility and a $0.1 million standby letter of credit used as collateral for THB’s real estate location.
We manage our cash balances in order to fund our day-to-day operations. Our accounts receivable consists primarily of investment management fees that have been earned but not yet received from clients, income and other taxes receivable, and amounts receivable from the funds. We perform a review of our receivables on a monthly basis to assess collectability.
We maintained a $100.0 million revolving credit facility at June 30, 2025 and December 31, 2024 (under the 2019 Credit Agreement) which had approximately $100.0 million undrawn as of June 30, 2025 and December 31, 2024. On June 7, 2024, the Company entered into the Fifth Amendment to the 2019 Credit Agreement, extending the maturity date of the $100.0 million senior secured first lien revolving facility from July 1, 2024 to March 31, 2026, and decreasing the drawn interest rate margin by 0.50% per annum. The revolving facility otherwise remains subject to substantially the same terms as those set forth in the 2019 Credit Agreement. The Company incurred $1.0 million in upfront fees, arranger fees and other third party costs related to the Fifth Amendment to the 2019 Credit Agreement, which were recorded to revolving credit facility debt issuance cost in other assets.
2021 Debt Repricing
On February 18, 2021, the Company entered into the Second Amendment (the “Second Amendment”) to the 2019 Credit Agreement with the other loan parties thereto, Barclays Bank PLC, as administrative agent, and the Royal Bank of Canada as fronting bank. Pursuant to the Second Amendment, the Company repriced the existing term loans with replacement term loans in an aggregate principal amount of $755.7 million (the “Repriced Term Loans”). The Repriced Term Loans have substantially the same terms as the previously existing term loans, including the same maturity date of July 2026, except that the Repriced Term Loans provided for a reduced applicable margin on LIBOR of 25 basis points. After the Second Amendment, the applicable margin on LIBOR under the Repriced Term Loans was 2.25%.
2021 Incremental Term Loans
On December 31, 2021, the Company entered into the Third Amendment (the “Third Amendment”) to the 2019 Credit Agreement with the guarantors party thereto, Barclays Bank PLC, as administrative agent, and the lenders party thereto from time to time. Pursuant to the Third Amendment, the Company obtained incremental term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount of $505.0 million and used the proceeds to fund the WestEnd Acquisition and to pay fees and expenses incurred in connection therewith. The 2021 Incremental Term Loans mature in December 2028 and bear interest at an annual rate equal to, at the option of the Company, either LIBOR (adjusted for reserves and subject to a 50 basis point floor) plus a margin of 2.25% or an alternate base rate plus a margin of 1.25%.
44
Table of Contents
2022 LIBOR to Term SOFR Rate Transition
On September 23, 2022, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to the 2019 Credit Agreement to change the interest rate on the Repriced Term Loans and 2021 Incremental Term Loans from LIBOR to a rate based on SOFR plus a ten-basis point credit spread adjustment. There was no change to the applicable margin on the referenced rate as a result of the Fourth Amendment.
The LIBOR rate loans outstanding as of the Fourth Amendment’s effective date continued as LIBOR rate loans until the end of their then current interest periods. The 2021 Incremental Term Loans converted into Term SOFR loans on September 30, 2022, while the Repriced Term Loans converted into Term SOFR loans on October 6, 2022. Also on October 6, 2022, the interest periods for the Repriced Term Loans and 2021 Incremental Term Loans were aligned and the three-month Term SOFR rate was elected for all the Company’s term loans.
2020 Swap Transaction
In the fourth quarter of 2023, the Company monetized the gain on the floating-to-fixed interest rate swap transaction (“Swap”) entered into in 2020 to effectively fix the interest rate on $450 million of its outstanding Term Loan through the Term Loan maturity date of July 2026.
The deferred gain on the termination of the Swap is being amortized on a straight-line basis through July 1, 2026 and is included in interest expense and other financing costs on the unaudited Condensed Consolidated Statements of Operations.
For the three months ended June 30, 2025 and 2024, the Company recorded $4.2 million, respectively, in amortization of deferred gain on Swap monetization. For the six months ended June 30, 2025 and 2024, the Company recorded $8.3 million, respectively, in amortization of deferred gain on Swap monetization. As of June 30, 2025 and December 31, 2024, the unamortized deferred gain on Swap monetization was $16.7 million and $24.9 million, respectively, before tax.
The Swap was designated as a cash flow hedge. Prior to its termination, the Swap was measured at fair value with mark-to-market gains or losses deferred and included in AOCI(L), net of tax, to the extent the hedge was determined to be effective. Gains or losses were reclassified to interest expenses and other financing costs on the unaudited Condensed Consolidated Statements of Operations in the same period during which the hedged transaction affected earnings.
Due to the termination of the Swap, there was no amount receivable from the Swap counterparty at June 30, 2025 and December 31, 2024. Refer to Note 14, Derivatives, for further information on the Swap.
Contingent Consideration
At June 30, 2025 and December 31 2024, the estimated fair value of the contingent consideration payable to the sellers was $80.7 million and $139.9 million, respectively resulting from the WestEnd Acquisition. For the three months and six months ended June 30, 2025, the Company recorded an increase of $1.1 million and $4.5 million in the contingent payment liability associated with the WestEnd Acquisition, which is included in consideration payable for acquisition of business in the unaudited Condensed Consolidated Balance Sheets. During the quarter ended June 30, 2025, the company paid $63.7 million in cash to sellers for the second earn-out period.
There were no other significant changes to our contractual obligations as reported in our Annual Report on Form 10-K for the year ended December 31, 2024.
Capital Requirements
Victory Capital Services is a registered broker-dealer subject to the Uniform Net Capital requirements under the Exchange Act, which requires maintenance of certain minimum net capital levels. In addition, we have certain non-U.S. subsidiaries that have minimum capital requirements. As a result, such subsidiaries of our Company may be restricted in their ability to transfer cash to their parents.
Cash Flows
The following table is derived from our unaudited Condensed Consolidated Statements of Cash Flows:
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
74,502 |
|
|
$ |
148,388 |
|
Net cash provided by (used in) investing activities |
|
|
78,116 |
|
|
|
(1,515 |
) |
Net cash used in financing activities |
|
|
(171,979 |
) |
|
|
(151,409 |
) |
45
Table of Contents
Operating Activities – Cash provided by operating activities during the six months ended June 30, 2025 was $74.5 million, compared to $148.4 million of cash provided by operating activities for the same period in 2024. The $73.9 million decrease in cash provided by operating activities is due to an $88.2 million increase in working capital items and a $9.2 million decrease in net income partially offset by a $23.5 million increase in non-cash items.
Cash provided by operating activities during the six months ended June 30, 2024 was $148.4 million and comprised of $129.9 million and $37.8 million of net income and non-cash items, respectively, partially offset by $19.4 million in working capital source of cash.
Investing Activities – Cash provided by investing activities during the six months ended June 30, 2025 was $78.1 million and consisted of primarily of cash acquired from acquisition of $53.6 million and net trading activity of $27.0 million partially offset by purchases of property and equipment of $2.5 million.
Cash used in investing activities during the six months ended June 30, 2024 was $1.5 million and consisted of primarily of property and equipment purchases of $0.7 million and $0.8 million of net trading activity.
Financing Activities – Cash used in financing activities during the six months ended June 30, 2025 was $172.0 million and was mostly attributable to payment of consideration for acquisition, payment of dividends, repurchases of common stock, and net activity related to stock-based equity awards of $63.7 million, $73.6 million, $26.4 million, and $8.2 million, respectively.
Cash used in financing activities during the six months ended June 30, 2024 was $151.4 million and was mostly attributable to payment of consideration for acquisition, payment of dividends, repayment of long-term debt, repurchases of common stock, and net activity related to stock-based equity awards of $80.0 million, $46.4 million, $9.5 million, $5.1 million, and $9.6 million, respectively.
46
Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
Substantially all of our revenues are derived from investment management, fund administration and distribution fees, which are primarily based on the market value of our AUM. Accordingly, our revenues and net income may decline as a result of our AUM decreasing due to depreciation of our investment portfolios. In addition, such depreciation could cause our clients to withdraw their assets in favor of other investment alternatives that they perceive to offer higher returns or lower risk, which could cause our revenues and net income to decline further.
The value of our AUM was approximately $299 billion at June 30, 2025. A 10% increase or decrease in the value of our AUM, if proportionately distributed over all of our strategies, products and client relationships, would cause an annualized increase or decrease in our revenues of approximately $146.5 million at our weighted-average fee rate of 49 basis points for the quarter ended June 30, 2025. Because of declining fee rates from larger relationships and differences in our fee rates across investment strategies, a change in the composition of our AUM, in particular, an increase in the proportion of our total AUM attributable to strategies, clients or relationships with lower effective fee rates, could have a material negative impact on our overall weighted-average fee rate. The same 10% increase or decrease in the value of our total AUM, if attributed entirely to a proportionate increase or decrease in the AUM of the Victory Funds, USAA Funds, and Pioneer Funds to which we provide a range of services in addition to those provided to institutional separate accounts, would cause an annualized increase or decrease in our revenues of approximately $182.4 million at the Victory Funds’, USAA Funds’ and Pioneer Funds’ aggregate weighted-average fee rate of 61 basis points for the quarter ended June 30, 2025. If the same 10% increase or decrease in the value of our total AUM was attributable entirely to a proportionate increase or decrease in the assets of our institutional separate accounts, it would cause an annualized increase or decrease in our revenues of approximately $104.7 million at the weighted-average fee rate across all of our institutional separate accounts of 35 basis points for the quarter ended June 30, 2025.
As is customary in the investment management industry, clients invest in particular strategies to gain exposure to certain asset classes, which exposes their investment to the benefits and risks of those asset classes. We believe our clients invest in each of our strategies in order to gain exposure to the portfolio securities of the respective strategies and may implement their own risk management program or procedures. We have not adopted a corporate‑level risk management policy regarding client assets, nor have we attempted to hedge at the corporate level or within individual strategies the market risks that would affect the value of our overall AUM and related revenues. Some of these risks, such as sector and currency risks, are inherent in certain strategies, and clients may invest in particular strategies to gain exposure to particular risks. While negative returns in our strategies and net client cash outflows do not directly reduce the assets on our balance sheet (because the assets we manage are owned by our clients, not us), any reduction in the value of our AUM would result in a reduction in our revenues.
Exchange Rate Risk
A portion of the accounts that we advise hold investments that are denominated in currencies other than the U.S. dollar. To the extent our AUM are denominated in currencies other than the U.S. dollar, the value of that AUM will decrease with an increase in the value of the U.S. dollar or increase with a decrease in the value of the U.S. dollar. Each investment team monitors its own exposure to exchange rate risk and makes decisions on how to manage that risk in the portfolios they manage. We believe many of our clients invest in those strategies in order to gain exposure to non‑U.S. currencies, or may implement their own hedging programs. As a result, we generally do not hedge an investment portfolio’s exposure to non‑U.S. currency.
We have not adopted a corporate-level risk management policy to manage this exchange rate risk. Assuming 9% of our AUM are invested in securities denominated in currencies other than the U.S. dollar and excluding the impact of any hedging arrangement, a 10% increase or decrease in the value of the U.S. dollar would decrease or increase the fair value of our AUM by approximately $2.7 billion, which would cause an annualized increase or decrease in revenues of approximately $13.2 million at our weighted-average fee rate for the business of 49 basis points for the quarter ended June 30, 2025.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. On March 27, 2020, the Company executed the Swap, a floating-to-fixed interest rate swap transaction, to effectively fix the interest rate at 3.465% on $450 million of its outstanding Term Loan through the Term Loan maturity date of July 2026. On February 18, 2021, pursuant to the Second Amendment, the Company lowered the spread on the Term Loan by 0.25% resulting in a new fixed rate of 3.215% on the $450 million of Term Loan subject to the Swap. On September 26, 2022, the Company and the Swap counterparty executed an amendment to the Swap to update LIBOR
47
Table of Contents
conventions to SOFR conventions and to modify the fixed rate for the change from three-month LIBOR to three-month Term SOFR effective on October 6, 2022. On October 30, 2023, the Company monetized the gain on the Swap and entered into an agreement to terminate the Swap, which was effective on October 30, 2023. Refer to Note 14, Derivatives, for further information on the Swap. At June 30, 2025, we were exposed to interest rate risk as a result of the amounts outstanding under the 2019 Credit Agreement, as amended. Refer to Note 9, Debt, for a description of the amounts outstanding as of such date and the applicable interest rate.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) at June 30, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
48
Table of Contents
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Stockholder Litigation
Terms used and not otherwise defined in this section are defined in the Form 8-K filed by VCH on September 30, 2024.
On September 19, 2024, two complaints were filed in the Supreme Court of the State of New York, New York County by purported Victory Capital Holdings Inc. (“VCH”), stockholders (“Stockholder Litigation”) against VCH and the members of the VCH board of directors in connection with the Contribution Agreement.
The complaints in the Stockholder Litigation include allegations that, among other things, the defendants caused to be filed a materially incomplete and misleading Proxy Statement with the SEC relating to the proposed Contribution and assert claims for alleged negligent misrepresentation and concealment and negligence under New York common law.
Additionally, since the filing of the Preliminary Proxy Statement, VCH received five demand letters from purported VCH stockholders alleging similar insufficiencies in the disclosures in the Preliminary Proxy Statement and/or the Proxy Statement (such letters, the “Demand Letters,” and together with the Stockholder Litigation, (the “Litigation Matters”)). VCH believes that the allegations contained in the Litigation Matters are without merit, that the disclosures in the Proxy Statement complied with applicable laws, and that no further disclosures were required to supplement the Proxy Statement under applicable laws. However, to avoid the risk of the Litigation Matters delaying or adversely affecting the Contribution and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, VCH voluntarily made supplemental disclosures to the Proxy Statement. VCH specifically denies all allegations in the Litigation Matters and that any additional disclosure was or is required. On April 4, 2025, the plaintiffs in the Stockholder Litigation filed notices of voluntary discontinuance in each action.
From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business.
Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, see the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC and the information contained in this report. The declaration, payment and determination of the amount of our quarterly dividends may change at any time. In making decisions regarding our quarterly dividends, we consider general economic and business conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions (including under the terms of our 2019 Credit Agreement as amended) and legal, tax, regulatory and such other factors as we may deem relevant. There have been no material changes to the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer purchases of equity securities.
In December 2024, the Company’s Board of Directors approved a new share repurchase program (the “2025 Share Repurchase Program”) authorizing the repurchase of up to $200.0 million of the Company’s Common Stock through December 31, 2026. Under the 2025 Share Repurchase Program, which took effect in December 2024, the Company may purchase its shares from time to time in privately negotiated transactions, through block trades, pursuant to open market purchases, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the SEC. The amount and timing of purchases under the 2025 Share Repurchase Program will depend on a number of factors including the price and availability of the Company’s shares, trading volume, capital availability, Company performance and general economic and market conditions. The 2025 Share Repurchase Program can be suspended or discontinued at any time.
During the three and six months ended June 30, 2025, the Company repurchased 0.3 million and 0.3 million shares, respectively, which does not include 0.1 million shares at a cost of $4.2 million pending settlement during the third quarter of 2025, of Common Stock at a total cost of $21.4 million and $21.4 million for an average price of $62.53 and $62.53 per share. During the same periods in 2024, no shares were repurchased.
49
Table of Contents
As of June 30, 2025, $178.6 million was available for future repurchases under the 2025 Share Repurchase Program, and a cumulative total of 13.0 million shares of Common Stock had been repurchased under programs authorized by the Company’s Board of Directors at a total cost of $413.0 million for an average price of $31.75 per share.
The following table sets out information regarding purchases of equity securities by the Company for the three months ended June 30, 2025.
|
|
|
|
|
|
|
|
|
|
|
Approximate Dollar Value |
|
||||
|
|
Total Number of |
|
|
|
|
|
Total Number of Shares of |
|
|
That May Yet Be Purchased |
|
||||
|
|
Shares of |
|
|
Average Price |
|
|
Stock Purchased as Part of |
|
|
Under Outstanding |
|
||||
|
|
Common Stock |
|
|
Paid Per Share |
|
|
Publicly Announced |
|
|
Plans or Programs |
|
||||
Period |
|
Purchased |
|
|
of Common Stock |
|
|
Plans or Programs |
|
|
(in millions) |
|
||||
April 1-30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
200.0 |
|
May 1-31, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
200.0 |
|
June 1-30, 2025 |
|
|
341,830 |
|
|
|
62.53 |
|
|
|
341,830 |
|
|
|
178.6 |
|
Total |
|
|
341,830 |
|
|
$ |
62.53 |
|
|
|
341,830 |
|
|
|
|
|
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
None of the Company’s directors or officers
Item 6. Exhibits
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
2.1 |
|
Contribution Agreement dated July 8, 2024, by and among Victory Capital Holdings, Inc., Amundi Asset Management S.A.S. and Amundi S.A. |
31.1 |
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 |
31.2 |
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 |
32.1 |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 |
32.2 |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 |
101 |
|
The following information formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 and the three months ended June 30, 2025 and 2024 and, (vi) Notes to Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2025 and 2024. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
50
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 8th day of August, 2025.
|
VICTORY CAPITAL HOLDINGS, INC. |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ MICHAEL D. POLICARPO |
|
|
|
Name: |
Michael D. Policarpo |
|
|
Title: |
President, Chief Financial Officer and Chief Administrative Officer |
51
Source:
FAQ
How did Victory Capital (VCTR) perform financially in Q2-25?
What impact did the Amundi US (Pioneer) acquisition have on VCTR?
Has Victory Capital鈥檚 debt level changed post-acquisition?
Why did VCTR鈥檚 EPS decline despite higher revenue?
What is the status of Victory Capital鈥檚 share-repurchase and dividend programs?
How large is the remaining WestEnd contingent earn-out liability?
