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Operator: Good morning, and welcome to the Silvercrest Asset Management Group, Inc. Fourth Quarter and Full Year 2022 Earnings Conference Call. All participants will be in listen-only mode. After today’s presentation, there will be an opportunity to ask questions. Please also 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 our filings with the SEC under the caption Risk Factors.

For all such forward-looking statements, we claim the protections 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 would now like to turn the conference over to Mr. Rick Hough, Chairman and CEO of Silvercrest. Please begin.

Richard Hough: Good morning and thanks for joining us for the fourth quarter of 2022 and year-end 2022 results. Silvercrest finished a volatile fourth quarter in calendar year 2022 with total assets in our management of $28.9 billion and discretionary AUM of $20.9 billion. Total AUM declined at 10.5% during the calendar year 2022. Discretionary AUM, which primarily drives our revenue, declined 16.7% during the year 2022. Revenue consequently fell 15.7% and 6.4% for the fourth quarter and full year 2022, respectively compared with 2021. This decline in revenue significantly affected our adjusted EBITDA and adjusted diluted earnings per share. Adjusted EBITDA declined to $4.4 million and $32 million for the fourth quarter and full year 2022, respectively from 2021.

Our adjusted diluted earnings per share also declined to $0.15 and $1.35 for the fourth quarter and full year 2022, respectively. Our adjusted EBITDA margin for the fourth quarter and full year 2022 was 15.6% and 26%, respectively while down from the firm’s 33% adjusted EBITDA margin for the year-end of 2021. Silvercrest adjusted EBITDA margin remains historically healthy for the company, especially in light of the declining markets last year. The volatile market conditions of 2022 relaxed during the fourth quarter of the year, and as a result, 2022 year-end discretionary AUM increased by $1.5 billion or 7.7% over the third quarter to $20.9 billion. Silvercrest also gained $220 million in new relationship is during the fourth quarter, which is one of our better new relationship development quarters over the past couple of years.

We’ve stated that market volatility and uncertainty create long-term opportunities that have typically benefited the high quality of Silvercrest capabilities, and Silvercrest suite of asset management capabilities and maintain their solid relative performance. Our pipeline of new business opportunities also increased during the quarter. And finally, the firm’s outsource Chief Investment Officer initiative now manages AUM of $1.45 billion. Silvercrest repurchased approximately 190,000 shares of Class A common stock for approximately $3.5 million during the fourth quarter. Those conclude my preliminary remarks. We’ll turn it over to Scott Gerard, our CFO, and then we will take questions. Thank you.

Scott Gerard: Great. Thanks Rick. As disclosed in our earnings release for the fourth quarter, discretionary AUM as of December 31st, 2022 was $20.9 billion, and total AUM as of the end of 2022 was $28.9 billion. Revenue for the quarter was $28.5 million and reported consolidated net income for the quarter was $3.3 million. Looking further into the fourth quarter of 2022, again, revenue is approximately $28.5 million and this represented approximately a 16% decrease over revenue of $33.8 million for the same period last year. This decrease was driven primarily by market depreciation and net client outflows in discretionary AUM. Expenses for the fourth quarter were $24.4 million, representing less than a 1% decrease from expenses of $24.5 million for the same period last year.

This decrease was primarily attributable to a decrease in general and administrative expenses of $1.2 million, and this was partially offset by an increase in compensation and benefits expense of $1 million. Compensation and benefits increase by $1 million or approximately 6% to $18.7 million for the fourth quarter of 2022 from $17.7 million for the same period last year. The increase was primarily attributable to an increase in the accrual for bonuses and salaries and benefits expense, primarily as a result of merit-based increases and newly hired staff. General and administrative expenses decreased by $1.2 million to $5.7 million for the fourth quarter of 2022 from $6.8 million for the same period in 2021. This was primarily attributable to a decrease in the adjustment to the fair value of contingent consideration related to the Cortina acquisition of $1.9 million, partially offset by an increase in travel and entertainment expenses and professional fees.

Reported consolidated net income was $3.3 million for a quarter. This compared to $8.6 million in the same period last year. Reported net income attributable to Silvercrest or the Class A shareholders for the fourth quarter of 2022 was approximately $2.1 million or $0.22 per basic and diluted Class A share. Adjusted EBITDA, which we defined as EBITDA without giving effect to equity based compensation expense and non-core, non-recurring items, was approximately $4.4 million or 15.6% of revenue for the quarter compared to $13 million or 38.5% of revenue for the same period in the prior year. Adjusted net income, which we defined as net income without giving effect to non-core non-recurring items and income tax expense assuming a corporate rate of 26%, was approximately $2.2 million for the quarter or $0.16 and $0.15 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 basic adjusted EPS and 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 full year, revenue for 2022 was approximately $123.2 million, representing approximately a 6% decrease over revenue of $131.6 million for the same period last year. This decrease was driven primarily by market depreciation, partially offset by net client inflows in discretionary AUM. Expenses for 2022 were $84.7 million, representing approximately a 16% decrease from expenses of $101.1 billion for the same period last year.

This decrease was primarily attributable to decreases in compensation expense, and general and administrative expenses of $1 million and $15.5 million, respectively. The compensation and benefits decrease was approximately 1% to $71.6 million for the year compared to $72.6 million for the same period last year. The decrease was primarily attributable to decreases in the accrual for bonuses and equity-based compensation expense due to a decrease in the number of unvested restricted stock units and unvested non-qualified stock options outstanding, partially offset by an increase in salaries and benefits expense primarily as a result of merit-based increases in newly hired staff. General and administrative expenses decreased by $15.5 million or approximately 54% to $13 million for 2022 from $28.5 million for the same period in the prior year.

This was primarily attributable to decreases in the fair value of contingent consideration related to the Cortina acquisition of $17.5 million. Occupancy and related costs and trade errors partially offset by increases in travel and entertainment expense, professional fees and portfolio and systems expense. Reported consolidated net income for the year was $30.8 million compared to $24.9 million in the same period in the prior year. Reported net income attributable to Silvercrest for the year ended December 31st, 2022 was approximately $18.8 million, or $1.92 per basic and diluted Class A share. Adjusted EBITDA was approximately $32 million or 26% of revenue for 2022 compared to $43.4 million or 33% of revenue for 2021. Adjusted net income was approximately $19.7 million for 2022 or $1.40 and $1.35 per basic adjusted and diluted EPS, respectively.

Quickly looking at the balance sheet. Total assets at the end of 2022 were approximately $212.7 million compared to $229.3 million as of the end of 2021. At the end of 2022, cash and cash equivalents were approximately $77.4 million compared to $85.7 million at the end of 2021. Total borrowings as of the end of 2022 were $6.3 million and total Class A stockholders’ equity was approximately $84.6 million at the end of 2022. That concludes my financial remarks. I’ll now turn it over to Rick for Q&A.

Richard Hough: Great. Thanks Scott. We’re now available for questions about the fourth quarter in the year.

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Operator: Thank you. We will now begin the question-and-answer session. The first question comes from Sumeet Moody — excuse me — Mody with Piper Sandler. Please go ahead.

Sumeet Mody: Thanks. Good morning, guys.

Richard Hough: Good morning.

Sumeet Mody: Just wanted to start — good morning. So, just wanted to start with the institutional pipeline specifically OCIO, I know the last quarter you mentioned you were around $700 million in the pipe and AUM was below $1 billion. And now that you’re at 1.45 on AUM, just wanted to see what the update there was on the OCIO pipeline. And then, if you could also just secondly touch on the international distribution effort, how that’s progressing and how you view that opportunity over the next couple of years.

Richard Hough: Sure. So, we’ll start with the OCIO. Obviously, that’s a really nice pickup for us. Some of that effect is going to be the increase that we saw in the fourth quarter in the markets. I think the S&P was up on the order of 7%, which helps. But we also have one new business into the OCIO platform. So, a meaningful part of that includes those wins, which is great. As I’ve said before, getting over the billion dollar threshold was really important for us being a player in the market. We were right up against it, as you know, before the market declined in 2022. And I have projected that this will be a few to several billion dollar business for the firm. So, I feel really good that we’re almost at $1.5 billion, not quite there.

Just a couple more wins. The pipeline is for that capability is looking really solid. It has picked up as well. And I think it’s on the order of $700 million, just under that, probably $690 million or something, something like that. That has increased as well. So, we feel good about the business opportunities there. I might as well get ahead of the general pipeline question since I usually get asked it, but the total pipeline for all of our capabilities on the institutional side of the business, including OCIO, is $1.65 billion now, and that is up from $1.43 billion at the end of the third quarter. Your second question had to do with international value. That pipeline has increased. It’s small. Yeah. But most importantly, the performance in that capability has picked up very nicely and the current environment, they are definitely a value oriented strategy.

And so, the risk off and the volatility and kind of return to fundamentals in some parts of the market has definitely helped their strategy. So, that’s great. And we’ve also seen some more allocations internally from our wealth clients into that strategy.

Sumeet Mody: Thanks so much for that. It’s helpful.

Richard Hough: Sure.

Sumeet Mody: And then, just kind of round out the institutional growth strategy overall, on the value and growth sides, it seems like the focus is organic growth, maybe some small team list outs. I know from a product perspective you talked about being comfortable where you are today, but are there any regions across the U.S. you find most interesting today that maybe you haven’t penetrated into yet? Or is it kind of more just scaling within where you’re at?

Richard Hough: Yeah. So, with regards to the overall institutional strategy, I’m very happy with where we are. We’ve got plenty of capacity to build in both value and growth. The growth performance with our Milwaukee professionals has absolutely been outstanding through this environment. Their relative outperformance is really great. And for the kind of performance that they can deliver, it’s really nice to see them hold value in a down market. And their pipeline has grown commensurately with that. The value equity pipeline also remains strong. And so, I expect good things there, but we’re really focused on building those strategies. We’ve got the main pieces that we need as an asset management company for now. I am not — look, necessarily looking for other lift outs or strategies to enhance the institutional business at this time.

With the change in the interest rate environment, there’s possibility. We look at more credit that has been of less interest to many clients and allocators as you might expect, given the low interest rates. And there’s more and more attention being paid to different types of credit strategy, whether that’s distressed or other capabilities even more so than what we were seeing in PE only a few years ago. So, there may be an opportunity there, but I can’t say I’m aggressively looking or trying to add that. We’ve got enough to try to build here as it is. Regionally, the institutional business isn’t something that I’m focused on. The reason we went to Milwaukee was because it was a great strategy. It was a great team and a great growth strategy.

It had nothing to do per se with the region. It’s nice to be in the Midwest. We work well with Midwesterners. It was a great cultural fit. But that’s just a circumstance of them being really excellent. They could have been in another city entirely. Geography is much more important for us when we think about the high net worth business. And I’m, as you know, always looking for opportunities to find the right partners in different regions of the country.

Sumeet Mody: Great. Thanks. And then maybe just one last one for Scott. On the G&A costs, I know you guys are run pretty much under — just under $6 million a quarter on average in 2021, maybe just over that in 2022 for 10% growth rate year-over-year. Is that a fair growth rate you’re assume for 2023? What are some of the impacts we should think about for G&A for this year?

Scott Gerard: Yeah. I think one of the noteworthy lines is related to travel and entertainment expense. That’s certainly going to — has started normalizing so that as you can imagine, because in the pandemic, that expense in 2021 even — well into 2022 was lower than historical levels. And other fees such as professional fees, some of the research services that we use, we’re in a inflationary environment as much as we, do our best to negotiate either nominal built-in increases in our agreements or more common now various services are hiking up their fees. And we try and do our best to negotiate that down to a reasonable level. But I would say that pretty much covers some of the — some of what you’ve seen in G&A and what I would expect to continue.

Sumeet Mody: Great. Thanks for taking my questions, guys.

Richard Hough: Sure.

Scott Gerard: Sure. Thank you.

Operator: The next question comes from Christopher Marinac with Janney Montgomery Scott. Please go ahead.

Christopher Marinac: Hey, good morning. Scott and Rick, can you talk about the EBITDA margin and kind of what’s realistic in this environment? I know there’s some noise and unique factors in Q4, but just thinking going forwards kind of how you see the business unfolding there.

Richard Hough: Yeah. Thanks Chris. I’ll start, but Scott may be able to fill in some detail. First of all, where we sit in the fourth quarter, and I think you may have noted this in your note this morning at what are we, 26% 27% EBITDA for the fourth quarter is actually right in line with historical EBITDA for the company, if you go prior to some of our recent growth spurts. So, we feel really good about that, considering the year. And compared to some peers, even looks quite good. As I said, a year ago 2021, when we were hitting 32%, 33% EBITDA, that was really kind of historically high. In part, that was driven by performance fees, which we saw in multiple years leading up to that. Obviously, last year was not a good year for performance fees.

So, you’re kind of looking at the true business. So, it’s quite sustainable and will only look better as the markets recover. There’s another important point here, which I talked about in several calls, which is that we would be making investments in personnel and the strategy, intellectual capital to grow the company. We’ve done that. It was hidden a bit in our EBITDA margins because we were growing. So, we were growing faster than we were even making those investments. Well, with the decline in markets, they’ve become a little more obvious. They’re paying off, but that sort of investment takes a long time to payoff in a business like ours, especially on the high net worth side. We were also recognizing high performers and different strategies with increased compensation due to performance.

A good example would be the growth team in Milwaukee, I just mentioned. That’s going to hit your EBITDA margin a little bit. It’s money we’re very happy to pay. So, I view this as a very sustainable level. I view it as a good level. It’s in line with history. It’s very good compared to the competitors. And if we get performance fees or you see growth from some of those investments I see increases from there. Anything to add to that, Scott?

Scott Gerard: Yeah. The only thing I’ll add is the fourth quarter trend that you typically see with us is that we true up our compensation pools at the end of the year and a lot of it is based on full year results. So that’s why you saw — you may see atypical margin levels, EBITDA margin levels in the fourth quarter. A year ago, our fourth quarter adjusted EBITDA margin was 38.5%, and then it was a little bit north of 15% fourth quarter of this year. So, this all reflects what Rick said, investments in new staff that takes time to develop their business in a year where revenue levels and markets were down. So just to provide that color that it’s not unusual in the fourth quarter of each year for Silvercrest to see some movement in EBITDA related market.

Richard Hough: Yeah. I figured we’d get there as well. It’s a great point. I would just add that even on compensation, which is the bulk of the true, obviously the performance fees that can help you with the upside, which happened last fourth quarter in 2021 and hurt us in 2022, there’s the compensation adjustment. We’re accruing at approximately 55% of revenue and we went well below that because of the good year we had in 2021. 2022, we went above it. And you kind of average it out and you look at the long-term trends of this business, not even that long-term, a year trend, not quarter-over — one year, quarter-over-quarter, but if you look at calendar years. And we’re hanging right in there around 55% or just below which we’ve done historically and managed very well.

And to Scott’s point you just made on the EBITDA margin, you may have hit the fourth quarter 38% last year and more like 15% this year for the fourth quarter. When you average that, you’re right at 27%, 26.5%, which is exactly where we would expect to sit. So, I think you need to be careful about where we’re — what comparison period we’re comparing here.

Christopher Marinac: No, that’s all very helpful. I appreciate that. And then could you just continue a little bit down on the sort of the revenue side at the core from sort of the basis points you can charge. I know some of this gets influenced by mix as you continue to be successful in other parts of the business. But is there any additional pressure on fees in general compared to how you’ve managed this year-to-year?

Richard Hough: No, I think, it’s more mix. As the institutional business grows and accelerated, including OCIO, which had a big — which has increased nicely. You’re going to have lower fees on discretionary assets. But that business, as you know, has a lot more leverage in it. So, just looking at the fee basis, you’ve sort of missed the enhanced EBITDA margin that you get with those wins. The high net worth side of the business has been very, very steady from a fee basis. I pointed out in the past that the very largest high net worth clients have always asked for institutional pricing plus full service and have aggressively negotiated fees for years at the very top end, they don’t look that different from the institutional business.

So, as we’ve won more of the really large families, that has lowered the fee basis a bit as well. That’s a high class problem. I’d rather have that the aura and reputation of the firm really benefits from associating from that level of wealth. The institutional side, I would say, has been about the same pressure on fees that we’ve experienced in the past decade. Nothing changing dramatically one way or the other. So, there’s noise in there, of course, depending where people allocate and when we get cash flows in and then where they go with their funds. But I don’t discern a significant trend or I haven’t noticed anything across the firm that’s going to move around, but it’s been pretty stable.

Christopher Marinac: Understood. Thank you very much for that background. I appreciate it.

Richard Hough: Yeah. You’re welcome. Thanks Chris.

Operator: The next question comes from Chris Sakai with Singular Research. Please go ahead.

Chris Sakai: Yes. Hi. Good morning.

Richard Hough: Good morning.

Chris Sakai: Can you talk about the acquisition environment? How are you seeing valuations out there?

Richard Hough: Yeah. So, valuations have definitely come down a bit. I’ve observed a couple of things. Obviously, with the higher interest rate environment for those who had to reset debt and have highly levered balance sheets unlike Silvercrest, it’s constrained their ability to continue rolling up and participating in very high — in my view, very high pricing in the industry for some mediocre businesses and the higher interest rate is just going to be a hurdle of that. So, it’s coming down a bit. What I’m seeing more is much more careful scrutiny of deals in the terms of those deals and much more emphasis on how much AUM comes over with the deal and projecting that, much more emphasis on earnouts, et cetera. So, you could view the restrictions in terms of the deal getting tighter as a form of price reduction as well.

So yes, it’s coming down a bit. And I’ve also seen some players who had been very active kind of stepping out of the market. So that’s an indicator potentially where it’s going. The number of deals has definitely come down substantially as well. So that’s about all the color I can give. I haven’t seen a lot else.

Chris Sakai: Okay. Thanks for that. And then, can you talk about what were the main drivers for client outflows this quarter?

Richard Hough: Just normal expenses in life. There’s always a leak in the bucket in this business. Some of the outflows were due to pension funds that may be winding down. And so, you kind of see — you see a drip out for that. Some of it’s the normal high net worth living. This is why it’s — in this business, you’ve always got kind of two steps forward one back. Obviously, early in the year, both in the third quarter and — in the second quarter, we saw very large outflows primarily for taxes, right? There were some events that caused significant tax outflows. Outputs this quarter were pretty moderate. It wasn’t unusual one way or the other. It’s — sometimes we have a little positive there. Very often, it’s a low negative, which is what this quarter was.

So, I can’t give you much color beyond that. On the closed account basis, it was very low. In fact, it was quite low this entire year. It was one of the lowest years that we’ve had for closed accounts since 2017 and 2014. So, we did really well on that basis in terms of the number of accounts that we’ve maintained or relationships we’ve maintained, one of our best years in the past five. And since we’re talking about flows, it was a very good new business, new relationship quarter at $220 million. It was certainly the best quarter of last year and the year as a whole for new relationships, regardless of some of the net — in outflows, but for new relationships, was actually better than 2017 or 2018 or 2019. 2019 looks a bit distorted because that was the year of the Cortina merger.

If you take out acquired assets from that the 2022 is actually better for new relationships than all of those years. So, I would argue pretty solid, especially in the environment.

Chris Sakai: Okay. Thanks. Thanks for the answers.

Richard Hough: You’re welcome.

Operator: The next question comes from Timothy Call with VTAG Capital Management Corporation. Please go ahead.

Timothy Call: Yeah. That’s The Capital Management Corporation. So, your balance sheet is very clean. Your cash and receivables almost equal, all of your liabilities combined. And with your cash being more than 10 times your draw on your credit line, I was wondering why you’re not interest income — net interest income positive? I would have expected that versus rising net interest expense.

Scott Gerard: Yeah. I mean, we do have some of our cash invested to get some yield on it. We don’t typically tie up our cash too long when we have strategic initiatives and uses for the cash. We also do receive some meaningful, what I would call, income credits from our bank which helps reduce any banking fees that we need for our transactions. But strategically, that is definitely something that we look at and we weigh based on our strategic needs for our cash.

Timothy Call: Maybe putting half the cash in the money market would make you that interest composite.

Scott Gerard: Yeah. Thank you.

Timothy Call: It looks great. Good balance sheet. And can you comment on when you — what factors go in your decision making for when you buy back stock?

Richard Hough: Yeah. I’ve talked about this a bit in the past. I appreciate the question. It’s primarily weighing the discussions that we’re having in the marketplace and opportunities where significant cash maybe needed against our ability or desire to purchase one of the highest quality asset managers we can, which would be ourselves. You never know when one of those things are going to hit. And I think the acquisition we made in 2019 when we joined forces with Cortina is a great example, that was a good prolonged discussion. It takes us a while to get to know teams that we want to join with. The cultural aspect is very important. So, we’re very careful about those conversations. And it was the biggest merger in our history and required significant cash for us to step up and do all of a sudden.

And so keeping some of that powder dry is a big reason that we’re — that we weigh against. As you know, it’s also not always easy to buy the stock back that we’d like to. We look quite a bit to work last year. We’ve still got more to go as we’ve revealed in this latest filing. I think, Scott, we’ve got another $5 million?

Scott Gerard: Yeah. About $5.7 million.

Richard Hough: $5.7 million or so in potential buybacks. And as everyone knows, we’ve been transparent about it. We’ve been active in the market. As we work through that we will, again, reassess what we might do on that front for the reasons I stated.

Timothy Call: Thank you.

Richard Hough: You are welcome.

Scott Gerard: Thank you.

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

End of Q&A:

Richard Hough: Great. Thanks so much for joining us for both the fourth quarter and year-end 2022 results. It’s nice to have a little reprieve in the fourth quarter and continuing on the first quarter this year. I feel quite good about the margins and control of expenses that we were able to maintain throughout 2022, while we also returned very good performance and built our pipelines. Notable was progress in our OCIO business, as I mentioned, and the opportunities we have elsewhere. It was a nice reversal to see and I think really important to keep into context what we’ve been able to do year-over-year, calendar year over calendar year, not just quarter-to-quarter or a distorted quarter compared to another quarter. Feel free to reach out to us at any time. Look forward to talking to you at the end of next quarter. Thanks so much for joining us.

Operator: The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.