Ladies and gentlemen, thank you for standing by and welcome to the Victory Capital Management First Quarter 2020 Results Conference Call. [Operator Instructions]

I would now like to hand the conference over to your speaker today, Matthew Dennis, Chief of Staff and Director of Investor Relations. Please go ahead, sir.

Matthew Dennis - Chief of Staff Director and Investor Relations

Good morning. Before I turn the call over to David Brown, I'd like to note that today's discussion contains forward-looking statements and as such includes, certain risks and uncertainties. Please refer to our press release and our SEC filings for more information on specific risk factors that could cause actual results to differ materially from those projected in the forward-looking statements. While a recording of this call will be made available by us on our website, any forward-looking statements that we make on this call are based on assumptions as of today and we undertake no obligation to update these forward-looking statements to reflect new information or future events that occur or circumstances that exist after the date on which they were made.

In addition to US GAAP reporting, we also report certain financial measures that do not conform to Generally Accepted Accounting Principles. We believe these non-GAAP measures enhance the understanding of our business and our performance. Reconciliations between these non-GAAP measures and the most comparable GAAP measures are included in tables that can be found in our earnings press release and in the slide presentation accompanying this call, both of which can be accessed on the Investor Relations portion of our website at ir.vcm.com.

It's now my pleasure to turn the call over to David Brown, Chairman and CEO.

David C. Brown - Chairman and Chief Executive Officer

Thanks, Matt. Good morning and welcome to Victory Capital's first quarter 2020 earnings call. I'm joined today by Michael Policarpo, our President, Chief Financial and Administrative Officer; as well as Matt Dennis, our Chief of Staff and Director of Investor Relations.

I'm going to start with an overview of the quarter and will briefly touch on financial performance, which I believe further validates the resiliency of our business model, particularly how it instantaneously flexes with market conditions. Then I will turn it over to Mike, who will review our financial results for the quarter in greater detail. Following our prepared remarks, Mike, Matt, and I will be available to take questions.

The business overview begins on Slide 5. Before we get into the numbers, I want to take a moment to acknowledge our talented employees for their truly inspirational work during the past few months. From technology and operations to our contract service representatives, to our investment professionals, to distribution and marketing, all of our teams have performed superbly, despite dealing with substantial disruption in their personal lives. I would also like to thank all of the front-line workers and other essential service providers, who put themselves in harm's way to care for those whose health has been impacted by COVID-19.

We were fortunate to have made previous investments in technology and in our business continuity planning and testing, long before the need arose to implement these systems. Because of this comprehensive preparation, regular training, and maintenance, our client service and operations did not miss a beat during the quarter. Same time, we continued to make investments in the business to support future growth. The speed and precision of our response to the market and societal disruption has energized and strengthened us as a firm. I could not be prouder of the way we've collectively answered the challenges faced by each of us during this pandemic. The safety and health of our employees and serving our clients remains paramount, and we immediately made the appropriate accommodations to ensure both.

Most of our employees have been working from home and in cases where employees are still coming into our offices, we've added safety measures to ensure the safest possible working environments. This includes re-configuring work areas to ensure adequate social distancing, as well as providing personal protective gear, hygiene supplies and specialized cleaning services. I believe we have enhanced our employee engagement and corporate culture as a firm, because we are getting through this together. Unprecedented events and challenges combined people together, increased trust and comradery and we've witnessed this here at Victory firsthand.

We have more frequent touch points with video sessions and I've been hosting frequent Company-wide talent hauls, where I take questions and address any concerns that arise. The employee teams are also meeting socially on video chats outside of business hours, which is an unexpected, but very positive outcome. We've also pivoted to constructive virtual interactions with clients and prospects during this time. Our distribution teams have been hosting investment strategy sessions with financial advisors, providing them with actionable ideas to satisfy the needs of their clients.

On the institutional side of the business, we've held virtual client meetings, as well as consultant reviews and introductions. We've been actively participating in virtual finals presentations with investment franchises participating by video. Additionally, we're holding virtual idea gathering sessions with our sales professionals, which are proving very productive.

Our direct channel contact centers remain fully staffed with some representatives working from home, and we are receiving praise from our USAA member clients for our level of service during this time. These and other creative sales initiatives resulted in a 38% increase in long-term gross sales during the quarter, compared with the fourth quarter.

Our world is now a different place. People and organizations that are agile and forward thinking will adjust and thrive moving forward. Those who believe everything will return to the way it was, will be left behind. We are well positioned to continue to adapt and succeed in this new environment and look forward to the evolution of our industry.

Turning to Slide 6. Not only was our corporate culture tested, but so was our business model. Again, here we demonstrate tremendous resiliency and durability with the cost structure spontaneously flexing as planned and the diversification of our product set providing a level of mitigation against the market volatility.

Total AUM declined 18% in the first quarter, primarily form more than $25 billion of negative market action. The $2.9 billion of total net outflows we experienced in the period represented less than 2% of AUM at the beginning of the year. Moreover, inclusive of this quarter, over the last 12 months, we've had flat organic growth despite going through the biggest market dislocation we have seen in over a decade. We believe this is another proof point supporting our resilient business model. As I've said many times, predicting quarterly flows with accuracy is quite difficult and sometimes random, but looking at flow performance over several quarters and years provides a more accurate picture.

Four of our investment franchises achieved positive organic growth in the quarter and flows in our fixed income products held up much better than most of the industry. At quarter-end, AUM was still up more than twice the level at the end of the first quarter of 2019 and by the end of April, our AUM rebounded to $131.8 billion.

Our outlook on flows for the next few quarters is somewhat cautious given the market environment. We are well-positioned with our diverse product set, competitive investment performance and our penetration in our existing distribution channels, along with the USAA direct channel opportunity emerging as the year progresses. What is hard to predict in next few quarters will be the market direction and the corresponding investor behavior.

Adjusted net income, with tax benefit of $0.92 per diluted share, and adjusted EBITDA of $91.5 million, both exceeded estimates. We also generated an adjusted EBITDA margin of 44.8% in the quarter, which further demonstrates the power of our business model. Mike will cover the variable nature of our cost structure in more detail in his remarks.

We continued our disciplined capital allocation strategy and deployed most of our free cash flow to further reduce debt. Since July 1, we've reduced debt by $217 million and lowered the current outstanding balance to $883 million. Our debt continues to be free of covenants, with our aforementioned prepayments, we have made all of the required principal payments to the maturity of the loan in 2026. The same time, we returned a portion of our excess capital to shareholders through steady share repurchases and our cash dividend.

The integration of our USAA acquisition is nearly complete. During the [Phonetic] last month, we launched our new phone system technology, which is a key element to enhancing the efficiency and effectiveness of the contact center. We are now able to better route calls and collect more data, which will enhance our ability to serve USAA members and engage with new ones.

We've experienced much faster account authentication, reduced latency and misdirect calls and service handle times have been improved by 20%. Marketing to the direct channel is beginning to ramp up and we are now able to use unique telephone numbers for various campaigns, which were up greatly with the measurement and likelihood of success.

On that note, and turning to Page 7, I want to step back for a moment to discuss the substantial progress that has been made since we closed the acquisition of USAA's asset management business. As a refresher, on day one, we reopened the direct channel, so USAA members could once again invest directly. Members are no longer required to open a separate brokerage account to buy mutual funds or invest in USAA 529 College Savings Plan. Members have also been taking advantage of our no cost portfolio review sessions and expert investment guidance from licensed representatives in our contact center.

We knew that paramount to our success in the direct channel was replicating the same high level of service that USAA members are accustomed to receiving. As quickly as during our first quarter of ownership, service scores were above our goal based on member service completed and remain at that level today. This was and is quite an achievement and will provide the foundation for our success in this channel.

As I touched on, we just launched our new Genesys call system technology, which is another significant milestone for us. In addition to the improved handle times and better efficiency, the new system is fully integrated with our CRM technology, providing better coordination with our marketing objectives. This summer, we'll be rolling out a new state-of-the-art digital platform. This is going to further advance our direct channel marketing initiatives, while delivering a richer digital experience for members who prefer to transact or be supported online.

We believe the combination of excellent service from our contact center representatives, armed with state-of-the-art technology and a new, modern digital platform supported by innovative and focused marketing campaigns, is the formula for success and growth in this channel. We will also benefit from our ability to leverage the USAA brand to deliver strong and diversified set of products to members. We are progressing through these steps nicely and are on-track with the goals we set out.

Lastly, our established distribution teams have been introducing USAA branded mutual funds and gaining traction with product placements on approved and recommended listed, several intermediary platforms. This work is expected to further increase prominent shelf space for these products and better position us for growth as we move through the current year.

Turning to Slide 9, with an integration essentially complete, beginning this year, we are presenting only consolidated investment performance data. As of March 31, more than 60% of Company-wide AUM and mutual funds in ETFs was ranked four or five stars overall by Morningstar. More than half of our active US equity mutual finance assets ranked in the top quartile in the first quarter. And more than three-quarters ranked in the top half of their peer group.

Mixed asset class funds also performed remarkably well, with more than 90% of AUM in our USAA target date funds outperforming benchmarks during the quarter. And three of our ETFs now rank in the fourth percentile or higher for the one-year period through the end of March. Across the total platform, 69% of AUM outperformed respective benchmarks for their critical five-year trailing period.

The credit intensive nature of our USAA fixed income strategies, which we believe delivers the best long-term risk adjusted performance weighed on short-term fixed income performance in the first quarter. In April, these products rebounded sharply. Nine of the 12 USAA fixed income funds are four or five star rated by Morningstar, which translates to 84% of AUM in these mutual funds at the end of April. Our USAA taxable bond funds performed particularly well in the market recovery, averaging top quintile returns during April as well.

The chart on the right illustrates the percentage of strategies that outperformed their benchmarks over the trailing one, three, five and 10 year periods through quarter end. Here again, the short-term periods are skewed by the large number of fixed income strategies impacted by the rapid widening of credit spreads that was reversed in April. In contrast, equity strategies performed exceptionally well, with 80% of our active US and international small cap strategies outperforming benchmarks during the first quarter. Two of those, Sycamore small cap and Trivalent International small cap are now ranked in the first percentile for the 10-year period.

Slide 10 illustrates our value creation cycle on the left and our capital allocation strategy on the right. The recent market turbulence has not changed our thinking on either of these long-term strategies. We continue to generate strong cash flow and are using that to reduce debt at a rapid pace. By strengthening our balance sheet, we are enhancing our flexibility to pursue strategic acquisitions.

In my opinion, there is no doubt the market disruption will have an impact on the M&A landscape. I believe it will accelerate consolidation in the industry. The acceleration will happen once there is some stability. At this point, it is impossible to know exactly when that will take place, but once it does, the acceleration will occur at a rapid pace and there will be many quality firms looking for partners. Given our unique business model, acquisition experience, operation and distribution capabilities, I believe we will be an acquirer of choice for many. We are confident the new M&A landscape will present more and even better opportunities along with the appropriate level of diligence and patience are exercised.

With that in mind, we are still currently evaluating and where appropriate, moving those types of strategic opportunities forward. Our activity in this area has not stopped.

Before I turn the call over to Mike, I want to state that Victory Capital has not taken any governmental assistance because frankly, we do not need it. We continue to generate strong positive cash flow, reduce debt, invest and are looking ahead to the future. Our Company routes can be traced back to the late 1800s, when we were known as Cleveland Trust, and we have served our customers through many serious events and market environments. COVID-19, while unprecedented is a challenge that we are well positioned to cope with. As a forward thinking business, we are adjusting accordingly and we will emerge from this as an even stronger organization.

Now with that, I will turn it over to Mike for his financial review.

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Thanks, Dave and good morning everyone. The financial results review begins on Slide 12. Revenue for the quarter was $204.4 million, which is down 6% from $218.6 million in the fourth quarter. The decline is primarily attributable to the lower average AUM in the first quarter, and a slightly lower fee rate realization. There was also one less day in the quarter and a little over $1 million in annual performance fees that were realized in the fourth quarter.

Finally, we also experienced some asset mix shift particularly in the second half particularly in the second half of the quarter. The rapid decline in equity markets caused our equity AUM to fall more relative to certain other asset classes and products, that have lower average fee rates. The year-over-year revenue growth of 134% reflects the increase in AUM from the USAA acquisition.

GAAP earnings increased to $57.2 million or $0.77 per diluted share, up more than 50% from the fourth quarter due to a 26% decline in GAAP operating expenses. Much of the decrease reflects acquisition-related adjustments on the balance sheet. Particularly, the fair value of our future contingency payments for the USAA acquisition, which was marked higher in the fourth quarter and lower in the first quarter, which netted out to a $25.4 million quarter-over-quarter expense decline. That was compounded by lower distribution, personnel and operating expenses, which all flexed lower when the markets declined. This more than offset typical first quarter increases in personnel taxes and benefit-related expenses as limits reset.

Net income was negatively impacted by a $5.8 million decline in other income related to negative market action and in deferred compensation plan. That was offset by lower interest expense and other financing costs, which declined by 23% during the quarter and we also received a state tax refund.

Adjusted net income with tax benefit per diluted share declined 7% from $0.99 in the fourth quarter to $0.92 in the first quarter. ANI with tax benefit was $0.35 per diluted share in the first quarter of 2019 and rose 163% year-over-year.

Adjusted EBITDA margin was 44.8% in the first quarter. While this is down slightly from the fourth quarter, we are pleased to report the second highest level of adjusted EBITDA margin in our history, which came during a challenging period.

We were very active on the capital management front during the quarter. We continue to rapidly pay down debt, while managing other levers within our control. Early in the quarter, we took advantage of our strong financial performance and healthy credit markets to reprice our term loan. We reduced the spread over LIBOR by 75 basis points and had 100% participation from our original group of lenders.

Later in the quarter, as the markets became dislocated, we entered into an interest rate swap transaction before the end of March, to effectively lock-in a rate of 3.465% on $450 million of the outstanding debt.

Our line of credit remains undrawn and our leverage ratio was at 2.4 times at the end of the quarter, based on actualizing the first quarter's adjusted EBITDA. We also returned $8 million of capital to shareholders to share repurchases and a dividend during the quarter and have no current plans to change our capital allocation strategy as Dave just covered.

Turning to Slide 13, you can see the 18% decline in AUM from year-end in tandem with the market deterioration. This chart also shows our diversification on a channel basis. What we refer to here as retail, represents assets on retail and retirement intermediary platforms. Direct represents assets held primarily by USAA members or other direct individual investors. While both channels represent assets held by individuals, we believe they exhibit different behaviors, so we break them out separately.

On Slide 14, we cover long-term asset flows. Gross sales improved 38% from the fourth quarter, which was not enough to keep pace with the long-term redemptions during the market turbulence. In the first quarter, we saw the highest level of long-term outflows from fixed income products, which parallels industry trends during the quarter.

Fixed income outflows were just under $1 billion. On a percentage basis, we performed much better than the industry average. We view this as a testament to the stickiness of the assets held in our direct USAA member channel, which currently represents the majority of our fixed income assets.

During the quarter Sycamore, Trivalent, Sophus and INCORE, all achieved positive long-term net flows.

Before we move on, I want to remind everyone that we still expect to see a reduction in our money market assets after Schwab closes its acquisition of the USAA brokerage business. This represents approximately $8.4 billion of money market assets spread across three money market funds. Schwab has publicly stated its intention to sweep these assets onto its balance sheet upon closing.

It is important to note that these assets are essentially profit neutral to us. We earned relatively lower average fees on these products and those fees are offset by the revenue-sharing arrangement we currently have in place. The remaining $3.7 billion of money market assets, which are sourced through the direct member channel do not have any associated revenue-sharing arrangement and are profitable. The exact timing is uncertain, but we believe this will occur late in the second quarter or early in the third quarter. This will result in a short-term outflow and negatively impact revenue. However, all other things being equal, it will increase our average fee rate realization and profit margins.

We are continuing to work closely with Schwab. Our teams meet regularly to coordinate activities and we look forward to expanding our already strong relationship with Schwab as we mutually enhance the customer experience for USAA members.

Revenues are covered on Slide 15. As I explained earlier in my remarks, quarter-over-quarter revenues decreased due to lower AUM and average fee rate realization, one less day in the period, shift in product mix and no recorded performance fees, which had a small positive impact on the fourth quarter fee rate.

Moving to Slide 16. Total expenses were down 23% from the fourth quarter. Most of the decline resulted from the non-cash balance sheet adjustments related to the fair market value of the acquisition-contingency payments. The carrying value of that liability was marked up by $19.9 million in the fourth quarter, increasing the quarter's GAAP operating expenses. In the first quarter, higher market volatility, combined with the higher discount rate resulted in a $5.5 million mark down of the recorded value. Even after backing up this non-cash $25.4 million positive quarter-over-quarter variance, operating expenses in the first quarter were more than 11% lower versus the fourth quarter.

Personnel expenses declined 12%. This more than offset normal first quarter increases in personnel expense due to the seasonal increase in average payroll taxes and benefit expenses. Distribution and middle back office expenses, which are AUM based declined by 5%. We also received a tax refund during the quarter, which lowered general and administrative expense.

Interest expense was sharply lower as a result of the lower debt balance, combined with the January 2020 loan repricing and the overall decline in LIBOR rate environment. This was more than offset however by lower investment values in our deferred compensation plan, resulting in the slight increase in non-operating expense.

Slide 17 highlights our non-GAAP metrics for the quarter. Adjusted net income totaled $68.5 million, which was comprised of adjusted net income of $61.7 million and the cash tax benefit of $6.7 million.

I'd like to spend just a moment highlighting the benefit we received for our cash tax payments. When we make an acquisition and step up the cost basis of the acquired business, finite life intangible assets are amortized for GAAP purposes, while indefinite life intangible assets and goodwill are not. However, the amortization of indefinite life intangibles and goodwill is deductible over 15 years for corporate income tax purposes. This provides a substantial lift to our cash flow. In the first quarter, this was $6.7 million, and amounted to more than 10% of our adjusted net income in the quarter. We anticipate our full-year tax deduction will be approximately $108 million, and at a 25% tax rate, that translates into more than $27 million in cash tax savings. These reliable deductions are scheduled to flow through our tax returns over the next 15 years, and will have a substantial economic impact on our Company.

Currently, the present value of the increased cash flow works out to be more than $200 million, using a conservative 10% discount rate or approximately $3 per share of future tax benefits. Matt receives a lot of questions on this topic, so we thought it would be worthwhile to recap the mechanics behind the number.

The adjusted EBITDA margin in the quarter of 44.8% was the second highest margin level achieved for our Company. Like the tangible benefits of our cash tax situation, we feel the advantages inherent in our highly variable cost structure is important to point out. Particularly during bull markets, the ratio between fixed and variable cost has not been an area of concern for most asset managers. Now, with the change in market sentiment, we believe the distinction between companies with flexible operating cost versus not, is becoming more important.

Slide 18 is the snapshot of our capital management activity in the quarter. I won't repeat what has already been covered, but I would like to highlight that, given the resilience of our business model, we are not making any adjustments to our capital allocation strategy.

Lastly, following on the margin topic highlighted on the previous slide, it's is important to note that we are continuing to invest meaningfully in the business. We have not stopped or changed any planned investments for our business due to the market dislocation. As Dave mentioned, last month, we launched our new interactive voice response system for the direct channel and have several other initiatives going on to support our growth and future positioning in the industry.

This concludes our prepared remarks. I will now turn it back over to the operator for questions.

Question & Answers

Operator

[Operator Instructions] Your first question today comes from the line of Alex Blostein with Goldman Sachs. Please proceed with your question.

Alexander Blostein - Goldman Sachs - Analyst

Great. Good morning, thanks for taking the question. So, first, just curious to just maybe expand a little bit on your commentary around the M&A opportunities you see in the current market environment. Obviously, given the dislocation feels like the bid ask spread between buyers and sellers is probably going to remain somewhat wide, but curious how your pipeline has evolved over the last couple of months and sort of any indication of how the multiples have evolved as well will be helpful. Thanks.

David C. Brown - Chairman and Chief Executive Officer

Hi Alex, it's Dave. Let me start off by saying that I believe when we get some stability, that the opportunity to do acquisitions is going to be enormous for firms like ours, with the idea of some stability and buyers and sellers can come together on pricing, which today as you mentioned, is not there, I think the issues going into the pandemic are the same for the industry, they haven't been fixed and I think as we go through this and we get some stability, I think that there will be a lot of opportunities. Today, our pipeline is still really strong, as I said in my remarks, we are working on opportunities, we are involved in processes and we are moving things through. That activity has not stopped. I think the exercise that we all need to think about is patience and diligence. And I think what we're doing with our capital allocation strategy of paying down debt and really re-coiling our balance sheet to execute on the opportunities that come our way is going to pay us back in a big way down the road. I have no idea how long that's going to take for to stabilize. I think we've seen a lot of stabilization through the month of April and going into this month. I'm somewhat optimistic that this is the beginning of the stabilization, but I really don't know how long, but we're patient and we're preparing ourselves. And from my viewpoint, I think we are going to have some tremendous opportunities and given our experience and our platform and our capabilities, I think we will be an acquirer of choice for many.

Alexander Blostein - Goldman Sachs - Analyst

Great. That makes sense. And I guess just from a capacity perspective, can you guys, just remind us on what sort of the adjusted debt-to-EBITDA numbers you guys are expecting to work with under the current set of conditions in terms of kind of thinking how sizable the deal you could do over time?

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Yeah, Alex, it's Mike. Good morning. So I think what we've said is, we'll really not give hard metrics with respect to leverage ratio. I think what we've said is, and it really remains unchanged, our capital policy really is to support the overall business and the strategy of the business, which does include M&A. So as we evaluate opportunities that come down the pike, we will want to use all of the tools that we have available to us to do M&A, which includes debt, which includes the opportunity for equity, which includes earn-outs and structuring, that we've been able to really use as we have in the past.

So it's hard to sit here and to connect to say that, here is the absolute highest level we'll go or any range that we'll go. It really will depend on the opportunity set that we see and the environment that we're in. We do generate a significant amount of free cash flow and that has been driven towards deleveraging today. We've paid down $217 million of the $1.1 billion of debt that we had back from July. So in 10 months, we've really driven the primary focus of our cash flows to deleveraging.

Lastly, I guess, I'd say is that we know, as we think about a transaction that comes down the pike, we have opportunity between announced and closed, usually six months or so. So we'll be able to guide and to gauge with respect to cash flow pay downs during that period and provide some connectivity there as well.

David C. Brown - Chairman and Chief Executive Officer

And Alex, I'll add one thing to that, on your question around size. We are interested in strategic opportunities. We're not interested in just financial transactions and those strategic opportunities could be smaller. I think the hurdle to do a smaller transaction would be very high from a strategic perspective. If we are going to spend the time and spend the resources, it's got to be strategic, but we would default to something larger and more impactful to the overall organization just as we have in the past.

Alexander Blostein - Goldman Sachs - Analyst

Great, thanks for the time.

Operator

Your next question comes from the line of Randy Binner of B. Riley FBR. Please proceed with your question.

Randy Binner - B. Riley FBR - Analyst

Hey, good morning. I wanted to ask a question on April activity, and thanks for the AUM number you quoted, just kind of curious what the flows have looked like in April by asset class, if it's been better in fixed income solutions that sort of thing?

David C. Brown - Chairman and Chief Executive Officer

Hi, Randy, it's Dave. As you know, we don't disclose intra-quarter flow activity, but I can give you some guidance. For April, we've seen some normalization in most of the asset classes. I think in the first quarter, what we experienced was multifaceted. First, we saw in some of our strategies people use those to go to cash and get some liquidity, which hurt us. We did see a lot of activity around the gross side. So, you'll note that we had a large increase quarter-over-quarter on the gross flows. And then, we also saw some delayed fundings in our won but not yet funded and in our anticipated wins, really get pushed into the out months and quarters, which we think we will be able to benefit from, as the year progresses.

As I said in my prepared remarks, we're a little bit cautious because of the market and investor sentiment around the market. We're seeing some unusual activity to the good and to the bad. And that really is around the volatility. But when you really look at it longer term as we do, we'd like to look at flows over quarters or over a year. We're optimistic, we have a number of our franchises that have excellent investment performance, that have open capacity and we went through some of those numbers like a Sycamore, a Trivalent and a Sophus, and an RS, where they have great performance and there is overcapacity.

We also like where we are in our distribution channels and how we're positioned specifically on the retirement side and the sub-advisor side and then the evolving opportunity on the direct channel side, which we will see as the year progresses and into 2021 and then we think the Schwab closing of the USAA brokerage business will be a net positive to us as well, as Schwab begins to mine new accounts, we think some of that will accrue to our funds as well. So, we're optimistic, but cautious given what's happening in the market.

Randy Binner - B. Riley FBR - Analyst

All right. That's great. Just one quick follow-up. The funding issue, you mentioned that's in the solutions business?

David C. Brown - Chairman and Chief Executive Officer

No, no, not specifically in solutions. More in general, we've seen some of our clients' delayed fundings or delayed decisions and we think when we, when the quarters - we go through the quarters for the rest of the year, we will get some benefit from those. So think of those as really delayed.

Randy Binner - B. Riley FBR - Analyst

Okay. But that's broad based across the portfolio?

David C. Brown - Chairman and Chief Executive Officer

Yes.

Randy Binner - B. Riley FBR - Analyst

Okay, thank you.

Operator

Your next question comes from the line of Chris Shutler with William Blair. Please proceed with your question.

Chris Shutler - William Blair - Analyst

Hey, everyone. Good morning. On USAA, do you think it's still likely that USAA flows will begin to improve over the course of the year, just given that the dip in the fixed income performance? And maybe more broadly, just on the outreach into the direct channel, can you maybe dive a little deeper on what outreach you've done to date and compare and contrast that with the volume and quality of outreach going forward?

David C. Brown - Chairman and Chief Executive Officer

Hi, Chris, it's Dave. On USAA investments, on the fixed income side, we have seen a very nice comeback on the investment performance in April. We're hopeful, as we progress through the year that the allocations will come back to fixed income, especially as the performance is dramatically improved in April and into May. Again, I can't predict quarter-to-quarter, but I anticipate that getting better as the year progresses and as the market calms down.

From a direct channel perspective, we are seeing success there today in our new account sign ups. We've seen success there. In our - increasing our automatic investment plans, we've seen success there. We have done very little from a digital marketing and from a campaign perspective. Really that opportunity is very methodical of how - we've approached it very methodically. We're bound building around service, around building, making sure we've had the right levels of interaction and the correct levels of interaction with members. And we're now at the point, where we've upgraded our call center technology. In the summer we will roll out a new digital platform, that will all accelerate. And I think we will see as we go through '20 into '21, even better results. But in the numbers today, we are seeing very encouraging signs through new account sign ups, automatic investment plan sign ups, increasing automatic investment plans and our service level scores remain excellent, which is really, as I said, the foundation for success in that channel.

Chris Shutler - William Blair - Analyst

Okay, thanks. And one more on USAA, just the - with the fulcrum fees, which I think take effect in the third quarter, just all else equal, would you give us a status update on how you're expecting the fee rates to change as a result of what you're seeing to-date in the performance? Thank you.

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Sure. Thanks, Chris. So I think, maybe two comments there. I'd say with respect to the fee rates, we saw a decline in the fee rates from Q4 to Q1, really solely driven by asset mix. So we saw decline in our higher fee AUM resulting from the market dislocation, compared to the lower fees. That was really an asset mix shift. As we look forward, that should recover, as you see the market appreciation come through, which we did see starting to come through in our April numbers. As far as the fulcrum fees and as you had pointed out, and we've said, those will come back online in the third quarter and the guidance that we've given and is still around, it's at 1 basis point to 2 basis points positive or negative and somewhere in between with respect to the overall fee rates for the business, and we'll judge that as it comes online, really starting in the third quarter.

Chris Shutler - William Blair - Analyst

Okay, thank you.

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Sure.

Operator

Your next question comes from the line of Kenneth Lee with RBC Capital Markets. Please proceed with your question.

Kenneth Lee - RBC Capital Markets - Analyst

Hi, good morning, and thanks for taking my question. Wondering if you could just give a little bit more color around the net flows you're seeing within the solutions business, more specifically which particular strategies you want to call out in terms of seeing some either inflows or outflows? Thanks.

David C. Brown - Chairman and Chief Executive Officer

Hi, Ken. It's Dave. I don't think we have a specific product or piece of the solutions business. I would tell you that there was abnormal activity in the first quarter, especially in March, in a number of our different franchises and asset classes, we continue - as part of our solutions business is our ETF business, we continue to be very bullish about our ETF business. We have a number of high-performing ETFs that we're pretty excited about. But I don't have a piece of the solutions business that I would call out. I would just say that, there was definitely abnormal activity in a sense that you had people thinking about liquidity and just wanted to liquidate good performing strategies, or liquid strategies to have capital ready for other things in their business or their portfolios.

Kenneth Lee - RBC Capital Markets - Analyst

Great, very helpful. And just one follow-up if I may. This is the follow-up on the prepared remarks regarding the flexible cost base, just wondering in the current environment, what are your latest thoughts in terms of adjusted EBITDA margins? And I think in the past, we talked about potentially achieving somewhere in the neighborhood of 46% or so. Thanks.

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Yeah. Hey, Ken, it's Mike. Thanks. Yeah, we have stated our guidance in a normalized market environment as 46%, and that was kind of post the completion of the USAA integration, which at this point is substantially complete. Q1 came in at 44.8% and really that was driven by some of the market dislocation that we saw and some of the seasonal expenses that happened in Q1, around personnel, which brought it down to that 45% range. Going forward, we've talked a lot about the variable cost model that we have, greater than two-thirds of our expenses are variable and we'll really instantaneously flex with the market decline, and revenue decline that we've seen.

The one item we can't control is kind of the market conditions going forward and the prolonged nature of that. But I'd say, if the market persists down or further decreases down, we could see a slight downtick from that 46% margins. We are not stopping the investments that we're making for the future. So all of those rates and margin levels that I've talked about really include continuing to make those investments in the business to support the digital platform, the distribution, the technology and the data. So I would say, where we are today as we're looking in the forward and we'll see what happens with the market, but you could see a slight downtick and we could recover back up to that normalized level of 46%, very quickly, as we seen the market conditions improve.

Kenneth Lee - RBC Capital Markets - Analyst

Great. Very helpful, thank you very much.

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Sure.

Operator

Your next question today comes from the line of Ken Worthington with JPMorgan. Please proceed with your question.

Kenneth Worthington - J.P. Morgan - Analyst

Hi, good morning. From one Ken to the next, and I guess I'll follow-up on that question. Can you give us some help on the outlook for compensation, maybe start with maybe a walk forward from the $48 million you guys generated in 4Q to the $41 million that you reported for 1Q? And if you can, I know you've given comments on the overall margin, but can we get sort of how we should think about compensation for the next couple of quarters? There is some market marks that I think flow through the compensation lines. The market is now up in 2Q, my guess is average assets may still be down for the quarter, meaning that maybe revenue is down. So how do we kind of put all these factors together to get a better sense of how comp itself will look going forward?

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Sure. Thanks, Ken. It's Mike. I'd say that our compensation is variable. So we'll talk about the variable nature of the cost basis, personnel and specifically incentive compensation team revenue sharing and commissions all fall within that and are variable with the business. So I think as you see us move forward, I would expect that those rates would stay really historically where they've been, just based on the fact that the compensation for the business does adjust.

As you mentioned, there was some noise with respect to kind of the mark-to-market on some deferred comp that will recover. That wasn't significant, but it was included in Q1. The offset to that also was an increase in kind of the seasonal expenses that we see. So personnel taxes and benefits that reset, that probably were $1 million to $1.5 million of incremental expense in Q1. So that will normalize as we move out over the next several quarters. But overall, the guidance I gave on the margins really will allow the compensation expense to calibrate, as we see assets recover, and I would agree with your statement that the average assets for Q2 would tend to be lower than the average assets for Q1, just based on where we began the quarter and we're starting to see some recovery.

Kenneth Worthington - J.P. Morgan - Analyst

Okay, great. And then to maybe go back to USAA, you've had it under your belt for a couple of quarters. There is a couple of ways to gauge, or for us to gauge success, one would be your ability to generate more sales from the existing USAA customers and maybe another way, would be to look at your penetration of the USAA network. So from those two vantage points, are there any metrics you can give in terms of again, penetrating the existing customer base or the gross or net new accounts that you're generating from the USAA network?

David C. Brown - Chairman and Chief Executive Officer

Hi, Ken. It's Dave. As far as the USAA customer base, as I said on the call, to gather new customers, to gather more wallet share, it has to start with reproducing the service levels and we have done that, that we have scored out, our scores are actually as good, if not better, then when that portion of the business was owned by USAA. So we've done an excellent job there. We are signing up new accounts. I cannot and we do not disclose the percentage of total, but we are signing up new accounts at a pretty healthy rate. We are signing up new automatic investment plans at a pretty healthy rate. We have grown the USAA 529 plan, number of plans and also have had net positive flows into that plan since we bought the business. And I would say that we are really just getting started as we went through in our slide deck. It's a building block approach. It's around service as the foundation. It's around getting the technology right and getting the technology ready, which we've done in the call center, and we will be rolling out a new digital platform in the summer. And then, from there we will have all of the tools and really lean into the marketing. We've done some email and some digital marking, but very little and we've had very good results. But we've not done it at a large-scale and that's been purposeful. We look at this as a long-term opportunity. We are trying to put the members' needs first around having a good experience and making sure that we are diligently going in and growing the business.

So from our perspective, the opportunity from a growth perspective, has gone even better than we anticipated. We'll start to see some material results as we go through the year. And then I would also remind you that part of the growth opportunity is to bring the USAA products outside of the USAA network, which we've done. We've gained some very valuable shelf space on the fixed income side and some of the other products that we're selling to third party, which takes a little bit of time. So we're really bullish on this opportunity and think as time progresses, as we continue to really integrate this into our distribution system, we're going to see some great results. So, we feel really good about it.

Kenneth Worthington - J.P. Morgan - Analyst

Great. Thank you very much.

Operator

Your next question comes from the line of Robert Lee with KBW. Please proceed with your question.

Robert Lee - Keefe, Bruyette & Woods - Analyst

Great, thanks, good morning. Hope everyone is doing well and thanks for taking the questions. Maybe going back, talking up to Ken's question on the comps, I'm trying to kind of get my arms around kind of the changes, I mean, you had some seasonal increase, revenue is down 7% to understand that, you do get some flex with no lower revenues, but if we're looking at this today, I mean comp is down 13% sequentially, revenue is down 7%, even with some increase in seasonality of $1.5 million. So how - frankly I'm not clear how to think of this form here going forward, if the average AUM are going to be, let's just say they're lower, Q2 revenues are lower, you get rid of the seasonality, are we actually looking at a lower comp expense in Q2 or were there some discretionary bonus pools that then take place in the quarter, really just trying to get to understand if this is a good run rate level, we are working from.

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Yeah. Thanks, Rob, it's Mike. Yeah, I think the deferred comp right down the quarter is included in that. So that was several million dollars, so backing that out and the seasonality, which was less than that number, but it more than offsets. So it's probably a little bit artificially low for the quarter. However, as we move forward, it will absolutely calibrate over the course of the year with revenues. And there's obviously discretionary compensation included in that as well. That again, and we have the ability to flex down further in the year as we see how the year progresses. So I would say, it's probably a little bit artificially low in the first quarter, despite all of that, but going out there is still an element of calibration that you'll see completely.

Robert Lee - Keefe, Bruyette & Woods - Analyst

Okay, thank you. And then maybe, and Dave, I apologize if you may have talked about this a little bit, but if you'd update us on some of the initiatives of getting USAA's fixed income products on outside platforms? In the last quarter, you talked about having some success, but could you maybe update us on if you were able to sign up additional platforms and how we should think about as we move past, knock on wood a pretty challenging fixed income flow environment for the industry, now you're starting to see some incremental sales come from some of these new platforms. So just any update there would be helpful.

David C. Brown - Chairman and Chief Executive Officer

Yeah, I think it's building the foundation now. We have had additional platforms we have signed up in the first quarter and we are building really the foundation for distribution. We spent - our teams have spent a lot of time going to our existing relationships, going to new relationships working through diligence on the product and gaining shelf space. So this is all about now the foundation building to get access for these products into our distribution system. And when you see the market come back and when you see flows go back to fixed income, we're definitely going to be a beneficiary, hard to see right now, because of what's happening on the flow side and most, as Mike said in his prepared remarks, most of our clients today in fixed income are through the direct channel. So we're not losing at the same level of what the industry has. But when you see new flows come in, you're going to see, I think our work pay dividends on the fixed income side, and I'd point out that the recovery in investment performance that we've seen really post March, end of quarter with the fixed income franchise, where we've got nine of our 12 USAA fixed income funds four and five star, that's about 84%, 85% of the AUM there. So you've got really good investment performance, improving investment performance. It's going to be an area that I think we're going to see some really good results.

Robert Lee - Keefe, Bruyette & Woods - Analyst

Thanks, Dave. And then maybe if I could, one last one on the institutional business. So obviously, a lot of moving pieces. Is there any color that you may have that some of the inflows at Sycamore and on top of the others, saw in the quarter was the existing investors who may be weren't in the pipeline, but for whatever reason, wanted to kind of lean into for the opportunity, and then any color on, kind of your're seeing RFP activity kind of pick up or change and how we should think about contracts versus maybe where it was a quarter ago or even a year ago?

David C. Brown - Chairman and Chief Executive Officer

So on the institutional side, I think there was a number of things that occurred in the quarter and are occurring. You have some investors that used their managers or certain strategies to gain liquidity and just did it randomly. And so that was a negative. Then you saw some of our investors who are our existing clients use the market pullback to re-allocate to asset classes very opportunistically. And we were the beneficiary of some of those. And then we did see some new clients come in and use this to may be fast track to get all of their documents and paper work done to fund. And then on the other hand, we did see some where we are either, know we're going to win or it's a won but not yet funded or we anticipate winning and those slowed down, because business slowed down at those organizations and we'll get the benefit of those as we move out through the rest of the year, we'll catch up. So we really saw a lot of those different things and they all had different impacts. Unfortunately, on some of them, we saw more liquidity request, than we saw inflows, which is partially some of the challenges we had this quarter with our flow number.

Robert Lee - Keefe, Bruyette & Woods - Analyst

Great. Thank you for taking my questions.

Operator

Your next question comes from the line of Mike Carrier with Bank of America. Please proceed with your question.

Michael Carrier - Bank of America Merrill Lynch - Analyst

Hi, good morning and thanks for taking the questions. Just two follow-ups. Mike, given the volatile market backdrop, can you provide a little bit of color on how you're thinking about expenses, more on the non-comp, and then G&A side, that's not market-sensitive? And where you're seeing maybe further areas for flexibility or moderation versus some of the ongoing investments that you got there?

Michael D. Policarpo - President, Chief Financial Officer and Chief Administrative Officer

Sure, Mike. Good morning. Yeah, I think again we look at it as, and I don't want to over-emphasize this, but the business model that we have greater than two-thirds of the expenses are variable. So those will flex and that includes the compensation, as well as distribution and a lot of our middle and back office. So a lot of organizations that have more fixed cost on the operational infrastructure will not see the flex that we do. And frankly, some of the investments that are made on the back office are made by our strategic partners.

So the area is really on the G&A that we've seen some flex. Everybody is that working from home, so we've seen obviously travel and expense, travel with entertainment and some conference expense come down and we'll see that continue, where there is some flexibility to do that. Beyond that as Dave said, we're really continuing to invest in the business. We've not rolled out our complete marketing plan yet for the direct channel that will start to be evaluated as we move through the rest of the year and that's really the two areas I'd say that are, or have some flex, still marketing and kind of the T&E areas from a business perspective.

Michael Carrier - Bank of America Merrill Lynch - Analyst

Okay, thanks. And then just on USAA, in terms of like integrating and I guess more so like the growth initiatives, just given the work from home had policies that are in place, did any challenges in any of the areas or are things progressing fairly smoothly, I mean in this new environment?

David C. Brown - Chairman and Chief Executive Officer

As far as the USAA opportunity in the growth side, the work from home has not impacted us at all. We have a really strong build, a really strong infrastructure and the work from home hasn't slowed us down. We are on target to roll out in the summer our new digital platform and really accelerate the growth initiatives as we move through this year and into next year. And as I said a couple of times, we're really excited about that.

Michael Carrier - Bank of America Merrill Lynch - Analyst

Okay, thanks a lot.

Operator

Your next question today comes from the line of Michael Cyprys with Morgan Stanley. Please proceed with your question.

Michael Cyprys - Morgan Stanley - Analyst

Hey, good morning. Thanks for taking the question. Just wanted to dig in a little bit more on the digital platform that you mentioned you're rolling out this summer, hoping you could elaborate on this a little bit more and may be from a customer standpoint, what's going to be different versus what they already and can see today? And just from your perspective, what would success look like for you on the back of this sort of digital roll out in terms of new accounts, new customers, new assets, as you look out over the next 12 months to 36 months?

David C. Brown - Chairman and Chief Executive Officer

So, hi, Michael, it's Dave. Let me start off and say that success for us on the digital platform is all going to be about member experience and about client experience. What you will see with the new digital platform, is you will see a much easier way to interact with our organization to service, to buy new products and we will be expanding really that product set through the digital platform, offering not only USAA products, but eventually offering more Victory products as well. You're going to see a lot more education, educational tools on the digital platform. So a member can come in and really go and work through investing issues, work through the portfolio issues. We'll have a lot of digital communication through this platform, through chat and other means. But for us, it's all about the experience of the member and of the client. We don't have specific numbers we can share with you on what successes over the next 12 months to 36 months. We do know that we are going to be able to increase the number of members and we do know that we're probably going to do more work with the existing members, given this digital platform. It's going to have a totally new look and feel and it's going to be a significant upgrade to what they have today and it's going to be, I would say, as good as anything in the industry. And we're excited to kind of show that off in the summer.

Michael Cyprys - Morgan Stanley - Analyst

Great. And just as a quick follow-up maybe on the ETF side, looking at the gross sales, look similar to last quarter and a year ago, but certainly redemptions up a lot. I guess just hoping you could elaborate on some of the initiatives that you have on the ETF side and what your expectations are in terms of driving gross sales acceleration from the ETF suite?

David C. Brown - Chairman and Chief Executive Officer

That's really part of our sales solutions. So some of the ETF sales are really dependent on what's happening in the market. We have a number of really good performing ETFs and it's really how they fit in the portfolio, so we haven't changed anything on the ETFs. I think we've been pretty consistent from a sales perspective and anticipate that same consistency going forward. Some of our products have gained their three-year track record. And we've also seen some really excel from a performance perspective, I would anticipate those to grow faster and then depending on how the market performs, will be what investors look for and I think we have a pretty wide range of ETFs. But we have not changed any of our sales and marketing tactics on that.

Michael Cyprys - Morgan Stanley - Analyst

Great, thank you.

Operator

And at this time, I will turn the call back to Mr. David Brown for any closing remarks.

David C. Brown - Chairman and Chief Executive Officer

Sure. Thank you everyone for participating in this morning's call, and hope everyone stays safe and healthy and we'll talk to you soon. Thanks.

Operator

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VICTORY CAPITAL HOLDINGS INC

Q1 2020

Earnings Transcript

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