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Victory Capital Holdings Inc

For the period ended May 8, 2024. Filed Mar 28, 2024.

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May 8, 2024 · Filed Mar 28, 2024

VCTR$119.24+6.1%Stored close · as of Nov 6, 2026
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APPENDIX A

Supplemental Non-GAAP Financial Information

We usenon-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 thesenon-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of our Company. Thenon-GAAP measures we report are Adjusted EBITDA and Adjusted Net Income.

The following table sets forth a reconciliation from GAAP financial measures tonon-GAAP measures for the periods indicated:

(in thousands)202320222021
Reconciliation of non-GAAP financial measures:
Net income (GAAP)$213,157$275,511$278,389
Income tax expense(62,751)(74,522)(72,253)
Income before income taxes275,908$350,033$350,642
Interest expense(1)57,82041,02424,285
Depreciation(2)8,8428,0456,209
Other business taxes(3)1,7072,1181,657
Amortization of acquisition-related intangible assets(4)32,80535,16012,631
Share-based compensation(5)6,49610,14313,110
Acquisition, restructuring and exit costs(6)28,982(28,722)34,546
Debt issuance costs(7)5,3945,6205,589
Losses from equity method investments(8)825331
Adjusted EBITDA$417,954$424,246$449,000
(in thousands)202320222021
Reconciliation of non-GAAP financial measures:
Net income (GAAP)$213,157$275,511$278,389
Adjustments to reflect the operating performance of the Company:
i. Other business taxes(3)1,7072,1181,657
ii. Amortization of acquisition-related intangible assets(4)32,80535,16012,631
iii. Share-based compensation(5)6,49610,14313,110
iv. Acquisition, restructuring and exit costs(6)28,982(28,722)34,546
v. Debt issuance costs(7)5,3945,6205,589
Tax effect of above adjustments(9)(18,847)(6,080)(16,883)
Adjusted Net Income$269,694$293,750$329,039
Tax benefit of goodwill and acquired intangibles(10)$38,252$37,490$28,012

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 share-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 initial public offering (the “IPO”).
(6)Adding back direct incremental costs of acquisitions, including restructuring costs.
(7)Adding back debt issuance cost expense.
(8)Adjusting for losses (earnings) on equity method investments.
(9)Subtracting an estimate of income tax expense applied to the sum of the adjustments above.

Represents the tax benefits associated with deductions allowed for intangibles and goodwill generated from acquisitions in which we received astep-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 astep-up in tax basis. Due to our acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide us with a significant economic benefit.

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