Silvercrest Asset Management Group - Q3 2023

Transcript

Operator (participant)

Good morning, and welcome to the Silvercrest Asset Management Group, Inc Q3 2023 earnings conference call. All participants will be on listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today, today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. Before we begin, let me remind you that during today's call, certain statements made regarding our future performance are forward-looking statements.

They are based on current expectations and projections, which are subject to a number of risks and uncertainties, and many factors could cause actual results to differ materially from the statements that are made. Those factors are disclosed in the filings with the SEC under the caption Risk Factors. For all such forward-looking statements, we claim the protection provided by the Litigation Reform Act of 1995.All forward-looking statements made on this call are made as of the date hereof, and Silvercrest assumes no obligation to update them. I'll now turn the conference to Rick Hough, Chairman and CEO of Silvercrest. Please go ahead.

Rick Hough (Chairman and CEO)

Good morning, and thanks for joining us for this third quarter 2023 results of Silvercrest. The uncertain and more volatile markets during this past quarter had an outsized effect on our assets under management, with Silvercrest concluding the quarter with a total AUM of $31.2 billion and discretionary AUM of $20.5 billion. The discretionary AUM, which primarily drives our revenue, decreased by $1 billion from the second quarter, and discretionary AUM has increased by $1.1 billion or 5.7% year-over-year since the third quarter of 2022. The firm's total AUM has increased by $3.8 billion or 13.9% year-over-year from $27.4 billion-$31.2 billion.

Revenue increased 2.3% year-over-year for the third quarter of 2023 compared to the same period in 2022, and our revenue decreased 6.2% for the nine months ended September 30, 2023. Most business metrics remain down on a year-over-year and year-to-date basis. Higher expenses during the third quarter this year negatively impacted our Adjusted EBITDA and the Adjusted EBITDA margin, and the year-to-date decline in revenue affected Adjusted EBITDA, the Adjusted EBITDA margin, and our Adjusted Diluted Earnings Per Share. But Silvercrest's Adjusted EBITDA margin of 26.9% and 27.3% for the three and nine months ended September 30 remains healthy for the company. Silvercrest's pipeline of new business opportunities remains solid, but we have weakened since the second quarter. This is the result of slower decision-making, not lost opportunities for the firm.

We attribute this to a changing and uncertain business environment, higher interest rates, and geopolitical concerns. We're focused on these new opportunities as well as investments to drive future growth in the business, including value-added hires. On October 31st, the company's board of directors declared a quarterly dividend of $0.19 per share of Class A common stock, and that dividend will be paid on or about December 15th, 2023. I'll hand it over to Scott Gerard to go through our financials, and then we will take questions. Thanks.

Scott Gerard (CFO)

Great. Thanks, Rick. As disclosed in our earnings release for the third quarter, discretionary AUM as of September 30th of this year was $20.5 billion, and total AUM as of the same date was $31.2 billion. Revenue for the quarter was $29.7 million, and reported consolidated net income for the quarter was $5.4 million. Looking further at the quarter, again, revenue of $29.7 billion represented approximately a 2% increase from revenue of approximately $29 million for the same period last year. This increase was driven by an increase in the average annual management fee based on the mix of discretionary and non-discretionary assets. Expenses for the third quarter were $23.2 million, representing approximately a 6% increase from expenses of $21.9 million for the same period last year.

This increase was primarily attributable to an increase in G&A expenses of $0.8 million and an increase in compensation and benefits expense of $0.4 million. Looking further at comp and benefits expense, it increased approximately 3% to $16.7 million for the third quarter from $16.3 million for the same period last year. The increase was primarily attributable to an increase in salaries and benefits of $0.3 million, primarily as a result of merit-based increases and newly hired staff, and an increase in equity-based compensation of $0.1 million due to the granting of additional RSUs. General and administrative expenses increased by $0.8 million-$6.5 million for the third quarter, from $5.7 million for the same period last year.

This was primarily attributable to an adjustment to the fair value of contingent consideration related to the Cortina acquisition of -$0.3 million recorded during the third quarter of 2022, in addition to increases in portfolio and systems expense, travel and entertainment expense, occupancy, marketing expense as well, and these were partially offset by lower professional fees. Reported consolidated net income was $5.4 million for the quarter. This compared to $5.6 million in the same period last year.

Reported net income attributable to Silvercrest or to Class A shareholders for the third quarter of this year was approximately $3.2 million, or $0.34 per basic and diluted Class A share. Adjusted EBITDA, which we define as EBITDA without giving effect to equity-based compensation expense and non-core and non-recurring items, was approximately $8 million, or 26.9% of revenue for the quarter, compared to $8.2 million, or 28.1% of revenue for the same period in the prior year. Adjusted net income, which we define as net income without giving effect to non-core and non-recurring items and income tax expense, assuming a blended corporate rate of 26%, was approximately $5.1 million for the quarter, or $0.37 and $0.36 per Adjusted basic and Diluted EPS, respectively.

Adjusted EPS is equal to Adjusted Net Income divided by the actual Class A and Class B shares outstanding as of the end of the reporting period for Adjusted basic EPS. To the extent diluted, we add unvested, restricted stock units and non-qualified stock options to the total shares outstanding to compute diluted Adjusted EPS. Looking at the nine months of this year, revenue was approximately $88.9 million, and this was approximately a 6% decrease from revenue of approximately $94.7 million for the same period last year. This decrease was driven by a decrease in the average annual management fee based on the mix of discretionary and non-discretionary assets. Also, you know, market impacts as well.

Expenses for the nine months ended September thirtieth of this year were $69.1 million, representing approximately a 15% increase from expenses of $60.3 million for the same period last year. This increase was attributable to an increase in G&A expenses of $11.7 million, partially offset by a decrease in compensation and benefits expense of $2.9 million. Looking further, compensation and benefits expense represented approximately a 6% decrease to $50 million for the nine months ended September thirtieth of this year, from $52.9 million for the same period last year. The decrease was primarily attributable to a decrease in the accrual for bonuses of $4.3 million, partially offset by an increase in salary and benefits expense of $1.1 million and an increase in equity-based compensation expense of $0.3 million.

General and administrative expenses increased by $11.7 million to $19.1 million for year-to-date September 30 this year, from $7.4 million for the same period last year. This was primarily attributable to an adjustment in the fair value of contingent consideration related to Cortina of $10.9 million, and that was a negative $10.9 million, so a reduction to expense. That was recorded during the nine months ended September 30 of 2022. Increases in portfolio and systems expense, professional fees, occupancy, marketing, and depreciation and amortization expense, partially offset by a decrease in sub-advisory and referral fees. Reported consolidated net income was $15.8 million for year-to-date September 30 this year, compared to $27.5 million in the same period last year.

Reported net income attributable to the Class A shareholders for year-to-date September 30 of this year was approximately $9.5 million, or $1.01 and $1.00 per basic and diluted Class A share, respectively. Adjusted EBITDA was approximately $24.3 million, or 27.3% of revenue for year-to-date September 30 this year, compared to $27.6 million, or 29.1% of revenue for the same period last year. Adjusted net income was approximately $15.1 million for year-to-date this year, or $1.08 and $1.05 per Adjusted basic and diluted EPS, respectively. Looking at the balance sheet, total assets as of September 30 of this year were $191.3 million, compared to $212.7 million as of the end of last year.

Cash and cash equivalents were approximately $58.9 million as of September 30 this year, compared to $77.4 million at the end of 2022. Total borrowings as of September 30 this year were $3.6 million. Total Class A stockholders' equity was approximately $83.6 million as of September 30 this year. That concludes my remarks. I'll turn it over to Rick for Q&A.

Rick Hough (Chairman and CEO)

Great! Thanks, Scott. Look forward to taking questions at this time.

Operator (participant)

We will now begin the question-and-answer session. To ask a question, you may press star then one on your touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we'll pause momentarily to assemble our roster. Our first question will come from Sandy Mehta with Evaluate Research. You may now go ahead.

Sandy Mehta (CEO and Founder)

Yes, good morning. Rick, could you talk a little bit more about the pipeline? You have said in your comments that it remains solid, but there's been some slowness in people taking action. Are you seeing that from institutional investors, or is it more the consultants? And now that the Fed yesterday has signaled that, you know, they may be at a pause, do you think that things will, you know, people will be taking more decisions going forward? Thank you.

Rick Hough (Chairman and CEO)

Sure. Yeah, you're welcome. And in fact, just on that note, when I mentioned in my introductory comments that we're just seeing a pretty uncertain business environment and sort of just very slow decision making. It's one of the few times, if any, in the past 10 years, I've ever commented on the larger environment. You know, we've done really well in this firm through a variety of conditions, and one of the most measurable things at our company is the institutional pipeline. So I'm mostly to answer your question, characterizing the institutional business. But you know, you feel a lot of uncertainty and probably slower decision making on the high net worth side.

It's just a little harder to measure, and the timelines for those mandates, it just looks very different from the institutional business. So I know it for sure for the institutional business. And basically, it's driven in part by clients who have withdrawn searches or are just waiting and seeing, but also probably some consultants. All things being equal, I'm sure consultants would rather have the opportunity to move things along and drive the process. So perhaps that means it's a little bit more institutional client-driven. The pipeline was $1.3 billion for different institutional parts of the business. That includes our U.S. Value Equity capability, our U.S. Growth capability, as well as the international and OCIO capabilities. And at the end of the second quarter, I reported $1.3 billion.

And just to remind everyone, those were opportunities where we were invited, invite only, RFP processes, or we were a finalist or semifinalist, with kind of a six-month actionable period of time. And I had actually lowered the pipeline at that time because things were taking longer than six months. It was one of the few times, if ever, that we just took opportunities out of the pipeline because it's not how we measure it. And that has occurred again for this quarter. So these are situations where we're still in the running, where there may be an opportunity, but it's moving past the six-month window that we're comfortable measuring.

And I want to make sure when I talk to our investors, that we're making an apples-to-apples comparison from one period or year to another. And that pipeline, which was $1.3 billion last quarter, is now at $810 million, so a pretty substantial drop. But again, most of that is just due to the extended timelines for decision making or even things just flat out put on hold, where there will not be a decision or a search until perhaps the sponsoring institution feels a little more comfortable with the environment. We've had periods of time where that pipeline has actually gone to zero. There was a period in COVID, where our pipeline dropped to nothing, and it came right back. So we'll see what it means.

We just want to be really clear about what we're seeing out there. To your final point in your question was about the Fed, and I would agree that should the Fed or interest rates themselves start to decrease, that could be helpful. I think, you know, one reason we don't have a broadening out in the markets is due to higher interest rates, which can cause financing pressure for many companies, of course. And it changes capital allocation decisions, right? When it's moving around as much as it has and has increased as much as it has, really changes a lot of analysis of making investments. So, I'll take other questions, but that's an extended comment on both the environment related to the pipeline.

Sandy Mehta (CEO and Founder)

Just one follow-up. The OCI business, OCIO, continues to grow?

Rick Hough (Chairman and CEO)

The OCIO business continues to have really good opportunities. I expect a very near-term win there. We'll see, but I expect that, and it remains at basically $1.5 billion in assets under management. It's about the same, very similar to what I reported at the end of the second quarter, but keep in mind that the markets were down during the quarter. So, you know, that's a relatively positive report.

Sandy Mehta (CEO and Founder)

Great, thank you.

Rick Hough (Chairman and CEO)

You're welcome.

Operator (participant)

Our next question will come from Christopher Marinac with Janney Montgomery Scott. You may now go ahead.

Christopher Marinac (Director of Research)

Hey, good morning, Rick. Good morning, Scott. Just wanted to ask first about the discretionary versus non-discretionary AUM. Are those trends-

Rick Hough (Chairman and CEO)

Yeah.

Christopher Marinac (Director of Research)

gonna continue to shift in the next year? And maybe just a related pricing question, too.

Rick Hough (Chairman and CEO)

Yeah. Okay. I—yes, it has gone up quite substantially over the past recent, I don't know, 12 months to 18 months, as you've noticed, at a higher rate than I think we've ever really experienced with the company. I think, you know, year-over-year, to your point, it's up something like 34%. That is a function primarily of our family office services. The assets related to non-discretionary work is usually a project fee for services rendered. I should note, by the way, that a fair bit of OCIO capabilities, if not the vast majority of it, is also in non-discretionary. That's the nature of those relationships, and those have more of a basis point relationship.

So on the family office side, I expect the increases due to that to moderate. There is not really a change in the amount of revenue we get. That's just a function of us doing reporting work, and other tracking and balance sheet work on behalf of extremely wealthy clients, who have often non-liquid holdings, private equity, real estate, operating businesses that we, for supervisory reasons, have to report as non-discretionary assets under management. So whether that goes up a lot or down a lot, it really doesn't change revenue on that side.

With the OCIO business, if you think about most of that, $1.5 billion being in there, as non-discretionary, then yes, to the extent that that business continues to grow, which we're quite optimistic about and continue to make progress on, as you know, that number will increase, and that is, additive to, to revenue, and we'll have a closer, closer tie to kind of the economics of total, AUM. Does that help?

Christopher Marinac (Director of Research)

Yes, it does. That's great. Thank you for that. I guess just a related question about just kind of the pricing and basis points. I know it's been sort of trending for a while, and it's kind of more secular. I'm just kind of curious if this environment leads that to change any, at any different pace?

Rick Hough (Chairman and CEO)

You know, if you could ask your question another way, I'm not sure I quite followed it. I'll just say one thing before you clarify. You know, one thing we have to watch is backing into total basis points by taking our total assets under management as the denominator with revenue, you know, as a numerator, is misleading because you're putting in a lot of assets that don't really have basis points associated with them. So to the extent that family office assets under management, non-discretionary increase, which I described before, it looks like the basis points that we're getting for the business is going down, when that is not, in fact, the case. But I'm not sure that's what you were asking about.

Christopher Marinac (Director of Research)

No, actually, Rick, you actually hit it right there because that was kind of where I was going. So that-

Rick Hough (Chairman and CEO)

Yeah

Christopher Marinac (Director of Research)

... that clarifies the point. So really, don't be too caught up in that basis point slippage based on that.

Rick Hough (Chairman and CEO)

Yeah, precisely. Take primarily look at discretionary assets under management as the driver of revenue. Of course, you know, we, the OCIO business, which is basis points and looks more like the institutional business in pricing, by the way, is in there, and there's some influence. But it's still, you know, small compared to the overall enterprise. In fact, you know, the $1.5 billion, compared to our discretionary assets of $20.5 billion, you know, puts it around 4%-5%.

Christopher Marinac (Director of Research)

Great. The last question from me just has to do with sort of expenses and hiring. If, if you have some, some delayed decision-making in general, as you talked about, does that make any impact in the next couple of quarters on hires and just sort of how you spend at the, well, the company?

Rick Hough (Chairman and CEO)

Yeah, I don't, I don't think it affects our decision-making. This is a company that, you know, over 20 years has been through multiple business environments, including the Global Financial Crisis, when... And of course, we were a private company then. It was really hard to manage through. There was a lot to deal with. And my partners and I have been through it. We know what to do. We know how to handle our expenses. We're not dumb when it comes to capital allocation or, you know, too tight. We're not going to hurt the business with slowing things down or delaying our decision-making. We just want to be really ourselves, I'm speaking about Silvercrest, really careful about how we deploy our cash, and of course, are watching expenses more closely than ever.

But we're in an enviable position of having a lot of dry powder. We, unlike other folks, are not having to digest a lot of unwieldy acquisitions and need to make expensive operational changes, and let alone worry about our debt load. So, you know, that money is to invest and create good return on invested capital for our investors. And just as we saw in 2019 when we merged with Cortina, you never know when there's going to be a great opportunity for that cash. And I alluded to, you know, the fact that we have a number of new business opportunities in my opening remarks, and that refers to both the pipeline, kind of a new business that I talked about earlier in a question, but it also speaks to hires.

I'm having a lot of conversations. It speaks to other ways to advance the business from an investment perspective. And we're—if anything, it's busier for us on that score than it has been in quite some time. Any number of different types of initiatives underway, it's actually quite busy. So. It's not gonna change my decision making. The slowness in decision making that I'm seeing really has to do with potential clients, institutions, and just the sense of the business environment in general. This includes the feedback and things that we're hearing from other management teams, you know, in their own earnings reports, because we are investors. We are in the middle of the markets, which is one of the advantages of this firm.

And, I think, you know, that could probably be prolonged into 2024. I really don't know. I'm not an economist. I run a good business, and that's, you know, that's all I'm focused on. On the expense side, we haven't really made any new hires or changes, you know, since I last gave everyone an update. It has been difficult on the expense side because a lot of vendors and companies have been increasing prices with inflation, and, you know, that's going in one direction, while the stock markets have been going in the other. So that creates a little more stress and management issues, you know, than I would like to have, but we're used to it. We've done this before. It's nothing new.

It's part of being in our business. And as I highlighted, we, you know, we continue with a very good EBITDA margin, hovering around 27%. That is, that is not unusual for the business, and it looks pretty good, overall. And I don't expect that trend to, to change, barring, you know, some dramatic market effect.

Christopher Marinac (Director of Research)

Sounds good, Rick. Thanks for all the background this morning. We appreciate it.

Rick Hough (Chairman and CEO)

Yeah, you're very welcome.

Operator (participant)

Again, if you have a question, please press star, then one. Our next question will come from Chris Sakai with Singular Research. You may now go ahead.

Rick Hough (Chairman and CEO)

Hi, Chris.

Chris Sakai (Equity Research Analyst)

Hi, good morning, Rick. Just had a question on-- You mentioned the M&A environment. Can you comment on, are you seeing any good acquisition targets out there?

Rick Hough (Chairman and CEO)

Yes. We always, you know, see potential M&A targets. It is kind of just a theme of my job, that I'm regularly talking to other executives and companies. What we're looking for is quite select in the marketplace. I've described before that this is a high net worth business, if not ultra high net worth. Our average client is, for the size company we are, well above most of our peers and continues to be at anywhere between $35 million-$40 million as an average. Our median is lower. I want to have a good firm with good planning, succession, if it can be done.

I'd like to at least know how to fix that that can organically grow post acquisition by Silvercrest. That is not as common as you might think. The high net worth business can be quite slow growing organically, ex markets, witness the the environment we're in. And I want them in key places, where I'm interested in having a location, if it's not a bolt-on in New York, or Milwaukee, Boston, or Richmond. And so there are only so many firms that really fit the criteria that I'm looking for, that are... That check all the boxes, and they have to be ready at the right time. I would say it's quite active in discussions.

I alluded in the last question, the fact that we're always looking at these things, and busy. That includes hires, by the way, that can advance the company on behalf of our shareholders, and I would just characterize it as a busy period. I have no idea if any of those will land, and I wouldn't want to suggest anything is imminent, to anyone on the call. You just don't know. There's so many things that can change, between conversations now and what ultimately happens. But I'll conclude by saying we are quite active. We're also seeing-

Chris Sakai (Equity Research Analyst)

Okay, thanks for that. And then-

Rick Hough (Chairman and CEO)

Yeah, Chris, I'll just add one other thing. Sorry. We're also, as I predicted in the last couple of calls, the increase in interest rates, while it's not welcome in some ways, certainly its effect on markets and people's outlook, combined with, not to mention, the geopolitical concerns that we have, that I think it's just part of the general feeling people have. I've actually welcomed it because I think it will lead to more rational capital allocation decisions ultimately. You know, finally, people are getting paid, you know, for their fixed income. It just creates a lot of disruption in the meantime, but I'm seeing a moderating in the market that's actually healthy, on the M&A side, from my perspective.

Chris Sakai (Equity Research Analyst)

Okay, great. Thanks for that. And then my other question was on... There was a slight uptick in travel and entertainment expense. My question there is, is this coming basically what we should expect coming out of COVID? And what should we expect it with that expense going forward?

Rick Hough (Chairman and CEO)

Yes. Yeah, you can expect that to increase coming out of, out of COVID. It's pretty variable, so, I'm not gonna provide guidance, what I think is gonna happen in the future. My general view, and I know Scott shares this as our CFO, is this is a good thing. Yeah, you wanna see that increasing. This means we're out there, we're active. Our clients want to see us.

We're seeing prospects. And, you know, even, for example, on the just that's the high net worth side, but on the institutional side, so much of it was via Zoom and no travel, and it's way better to meet prospective clients, consultants, and others, face-to-face, and that is starting to occur, more often as well. So, yes, I would expect a more normalized environment. When it was lower during COVID, we made that point. I don't know what that might look forward to going, going forward. I should point out, there's also been more international opportunities. I've talked about that in the past, so that's a little bit more expensive travel as well.

Chris Sakai (Equity Research Analyst)

Okay, great. Thanks for the answers.

Rick Hough (Chairman and CEO)

You're welcome.

Operator (participant)

This concludes our question and answer session. I would like to turn the conference back over to Rick Hough for any closing remarks.

Rick Hough (Chairman and CEO)

Great. Thank you very much. I really appreciate all of our shareholders for joining us today for the update on the third quarter. As we navigate this interesting environment, and I think we've got tremendous opportunities ahead. This is a company, as I said before, that has been through environments like this, for 22, you know, years, running this business through all sorts of ups and downs, and we've successfully navigated any number of issues and grown our business profitably.

The kind of uncertainty that we face creates opportunity whenever one of our businesses is affected. You know, we're feeling very good about that, and the team that we have here, and our partners in terms of how we work hard to position ourselves for success. So I look forward to talking to you again soon, and I really appreciate everyone joining us. Thanks so much!