Good morning, and welcome to the Silvercrest Asset Management Group Inc. Q3 2020 Earnings Conference Call. [Operator Instructions] 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 protections provided by 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 like now to turn the conference over to Rick Hough, Chairman and CEO of Silvercrest. Please go ahead.

Thanks, this is Richard Hough joining you. Appreciate you joining us for our third quarter 2020 call. Silvercrest's discretionary assets under management, which drove our top line revenue, grew approximately 4% during the quarter to $17.9 billion as of September 30, 2020. The growth in discretionary assets under management was supported by markets increasing our asset values by $700 million, along with $200 million in new client accounts. These increases were offset by outflows of $200 million, primarily for tax payments as a result of delayed tax deadlines due to the coronavirus crisis. The firm's total assets under management during the quarter increased approximately 3% to end the quarter with $24.4 billion in total assets under management. Due to this year's market recovery, continued organic growth and our accretive acquisition in the second half of 2019, the firm's revenue, our adjusted net income, adjusted EBITDA and adjusted EBITDA margins for the 9 months ended September 30, 2020, have each grown year-over-year. For the 9 months ended September 30m 2020, adjusted diluted earnings per share increased approximately 13% year-over-year. Silvercrest's Outsourced Chief Investment Officer, OCIO, initiative, which we began marketing heavily a year ago, contributed meaningfully to new business development in the third quarter and is poised to cross important AUM thresholds to be considered for new OCIO mandates. We continue to be proud of our progress in that business. Silvercrest institutional asset management pipeline is rebuilding along with new initiatives, and we expect the institutional business to improve and contribute new AUM to the firm. Regardless of the environment, Silvercrest will continue to opportunistically seek to effectively deploy capital to enhance and complement our organic growth. Silvercrest has successfully made investments to organically grow the business and will continue to make those investments with its cash flow and reserves. We've hired new high net worth portfolio management professionals in New York and will continue to add new talent, both to maintain a high level of client service and to grow the business. On November 4, 2020, the Company's Board of Directors declared a quarterly dividend of $0.16 per share of Class A common stock. The dividend will be paid on or about December 18, 2020, to shareholders of record as of close of business on December 11. With that, I'll turn it over to Scott to review our financials, and then we'll open the line for questions. Thanks.

Thanks, Rick. As disclosed in our earnings release for the third quarter, discretionary AUM as of September 30, 2020, was $17.9 billion and total AUM as of September 30 was $24.4 billion. Revenue for the quarter was $27.2 million, and reported consolidated net income for the quarter was $3.5 million. Revenue for the third quarter was approximately $27.2 million, representing approximately a 2% decrease over a revenue of approximately $27.8 million for the same period last year. This decrease was driven by the continued impact of COVID-19 on the financial markets that occurred during the first quarter of 2020, which had the effect of reducing AUM in addition to net client outflows, and this was partially offset by market appreciation during the third quarter of this year. Most of our revenue is billed in advance based on closing market values from the last day of the previous calendar quarter. Third quarter 2020 revenue was primarily based on June 30, 2020, market values. Expenses for the third quarter were $22.2 million, representing approximately a 3% increase from expenses of $21.5 million for the same period last year. This increase was primarily attributable to an increase in general and administrative expenses of $0.6 million. Compensation and benefits expense was basically flat in the third quarter compared to the same period last year. The increase of approximately $0.6 million in general and administrative expenses in the third quarter of this year was primarily attributable to increases in the fair value of contingent consideration related to the Cortina acquisition and portfolio and systems expense, partially offset by decreases in professional fees due to lower Cortina acquisition-related fees, travel and entertainment and reduced office expenses due to COVID-19. Furthermore, there was a decrease in storage and moving expenses as a result of the completion of…

Thanks very much, Scott. We can open the lines now for questions.

[Operator Instructions] Our first question comes from Sumeet Mody with Piper Sandler.

Just wanted to start with the OCIO business. A couple of questions here, but I just wanted to get some color first around the size of the platform today and how big is that. I think you mentioned $500 million last quarter. And this quarter you mentioned it's starting to kind of reach that inflection point today. So can you talk about those levels that sort of qualify for those new mandates?

Yes. And as you recall, I believe it was about half our organic growth in the last quarter. We went into the fourth quarter of last year with effectively 0 to grow it. You're correct, it was $0.5 billion at our last report. It's now closer to $0.75 billion and we have an actionable pipeline of new opportunities. Just over $275 million actionable opportunities are ones where we've been invited, we've actively presented or are in our final presentation. And one key threshold that we're looking to cross is -- which was what I was referencing, is a $1 billion in AUM. It just makes us a lot more credible in really there in the business, both in terms of the AUM to support the team and the firm continuing to put resources into it as a meaningful business but, secondly, in the diversity and types of institutions we're working with. In addition, we now have cultivated and are actively working with OCIO search firms, not unlike firms that would work with other institutions for equity or other mandates on their behalf like consultants. So we feel good about the business and we're pleased again with the progress during the third quarter of this year.

Okay, that's helpful. And just a follow-up on that, just can you remind us of the mechanics around how the OCIO growth impacts AUM? Is that coming into discretionary AUM as new client assets? And kind of how should we best track the progress?

Yes, sure. Mostly it is. We're taking an OCIO approach where we are acting as a fiduciary, as a discretionary manager. It's a bit differentiated from consultants in some of the other firms that are in OCIO. There will be assets for sure that go into nondiscretionary. That happens with our wealth business as well. I believe we have a mandate in OCIO that is nondiscretionary, but it is being feed at levels that are kind of in between nondiscretionary, pure discretionary. Hopefully, that converts over time. But most of it should be discretionary. It's kind of hard to say what the mix will ultimately be. Our nondiscretionary assets in general, OCIO aside, are flat fee-type businesses of we don't have discretion over the assets and to the extent as OCIO, the fee will be a little bit higher than what we would see on the wealth side for nondiscretionary. So mostly discretionary, but it's hard to say what can happen.

Okay. Is that fee around -- the institutional rate like a 40-50 basis points in that range?

Yes. That's right. It's more of an institutional rate business. That's correct.

Okay. And then just to follow up on kind of the first question there on the 6-month actionable pipeline, just pivoting a little bit to the institutional side. I know we're a few months further past the heart of the pandemic, has there been any change in the kind of demand between value and growth? I know performance has remained pretty strong across the board, but has there been any noticeable interest in one direction or the other?

I wouldn't say that. Our excellent growth strategy, which has just put up terrific numbers, as you noted, as have our value strategies, but importantly, our U.S. small cap growth and opportunity capabilities are above the mean of their peer group and had great performance last year. They are in a capacity constrained area in the small cap area of growth. But as you know, small cap has also been a bit out of favor as compared with large cap. And a lot of the attention that we've seen, of course, from institutions is in large cap growth, which is we're not where we are placed right now. That said, we'll be looking to eventually grow that capability. And the pipeline for our small cap and opportunity growth has grown and is picking up. As you know, a lot of the pipelines froze. Our total opportunity for institutional business across value and growth is close to $1 billion now whereas I didn't report on it, I believe, 2 quarters ago and mentioned last quarter that it was starting to open up. And we're still seeing a beginning to open up both with the economy but also as we get into fall and before getting used to the situation of working. Sumeet, I just want to add, I don't know if you're on the line, I should have mentioned this, this is important that aside from the fact that we've got great performance across our capabilities, which is wonderful we've kept that up, we also have come to agreement with Edmond de Rothschild in Europe for sub-advising a new fund there, which they will be distributing. That is awaiting final regulatory approval, but that should also lead to very meaningful institutional flows in time in Europe.

Our next question comes from Sandy Mehta with Evaluate Research.

Congrats, Rick and Scott, on a solid quarter. I had 2 questions. There's been a lot of M&A activity in the business. We had the Legg Mason deal, the Eaton Vance deal last month. Activist shareholder Trian, he took -- they took stakes in Invesco and Janus. That changed a little bit the valuation dynamics when we're looking at acquisitions. What are your thoughts on those transactions? And how do you view them?

Yes. I don't think they really have much of the valuation impact when you look at our business. When you look at those giant complexes of vast financial supermarkets and capabilities, it's just a completely different world from the primarily wealth management one with small asset management. As you well know, pure asset managers, especially boutiques, have been quite out of favor as a result of struggling to maintain AUM and grow AUM and the length of the competition from passive strategies, and there has been tremendous fee compression. Those big organizations and how they work in their mutual fund complexes and all sorts of other means of making money just aren't apples to apples. So frankly, I don't pay a lot of attention to it. I don't think Scott does either. And of course, those big firms continuing to merge and create giant supermarkets is one reason why there is a burgeoning growth in small boutiques across the country and entrepreneurs. And that's how this firm was founded as a result of those kinds of mergers. So no, I don't think it affects things.

Okay. And a second question was, a few weeks ago, Silvercrest had SEC filing related to a hedge fund offering of $11 million. Was that a routine sort of regulatory filing? Or does that represent some new initiatives on the hedge fund side for Silvercrest?

Without specifics, I'm not sure what that might reference. We have vehicles for our investors that we start from time to time. We had some fund of funds for putting together alternative investments on behalf of our clients, whether that's for a specific strategy in alternatives or to make it possible for clients to diversify across a number of different types of alternative investments. Without specifics, I'm not sure what that might be. It could be any number of filings that we made that are related to what we have or reorganizing something that we've done. But there are no new meaningful initiatives that we would announce at this time.

Our next question comes from Christopher Marinac with Janney.

I wanted to ask about the seasonality of the EBITDA margin. Is that at all something that would evolve this next couple of quarters?

Will evolve, is that what you said?

Yes, the seasonality of the EBITDA margin.

Yes. So there's not a lot of seasonality to it. There's a bit. I'll let Scott address it after I answer your question. If you look over the history of the firm, we're kind of running at our high levels of EBITDA margins right now. I've said in prior calls that as we make investments in the business to grow, which we should all be in favor of, we could be pushing that margin down even to the mid-20s. I've never actually had to -- done that. We've grown fast enough to make the investments we want to grow the business without meaningfully hitting our EBITDA, but it's certainly a possibility. In the fourth quarter, we often see a bump in our EBITDA margin because we sometimes have performance fees from alternative investments that basically just pump everything up with no associated costs. But aside from that, I don't think there is a serious pattern to it. Scott?

Yes. Now just a couple of things that occur in the fourth quarter, from an expense standpoint, there is some seasonality to expenses related to year-end whether from a client perspective or increased audit fees because of [ interim water ] procedures that are done, so that leads to higher expense in the fourth quarter than, say, the second or third quarters. So -- and then, in the fourth quarter, we will also finalize our compensation for the year. In some years, we've come in under compensation goals. And in other years, we've come out a little bit above it. So there could be some movement in either direction incrementally on our EBITDA margin.

Which is why I say the fourth quarter is not predictable. We may have this additional expenses, but we also have the performance fees and we sometimes come in under comp that we would accrue the rest of the year. So there's no real serious pattern. In fact, last year, it bumped up in the fourth quarter, if I recall.

Got it. That's very helpful. And then just a follow-up. When you mentioned about the large cap capability expanding over time, would you prefer to do that organically through your own initiatives? Or would you do something external? Or could it be a combination of both?

When you say doing something externally, do you mean like purchasing or acquiring a large cap growth manager?

Yes.

Yes, we're much more likely to do that organically. So our strategy -- and I don't know we've spoken on a previous call, so it's great to take your questions, thanks. The -- part of the strategy when we joined together with Cortina was to acquire a highly culturally compatible group of equity analysts and professionals where we had extremely high confidence in their strategy and they checked all of their boxes. The second key thing to them was that they specialize in smaller cap issues as a team. And as you know, that's often a capacity constrained capability. So that was enticing to try to grow the business by looking at that. But the next piece that we were looking at is that it would also give us a solid team to then bring in a large cap specialist with great experience building the large cap capability and growth to join with the infrastructure and analyst team we already have in place. So that would mirror, in many respects, a look at what we've done here at Silvercrest already with our value capabilities. We have 6 analysts there. They are generalists. They cover a universe of, let's call it, 110 stocks or thereabouts. And you can split what they're following up into various market caps. So an organic growth initiative by hiring into an infrastructure with credibility is a great way for us to go, and that's what we will be looking to do.

Our next question comes from Chris Sakai with Singular Research.

Just if you could help me understand what -- I guess, with this quarter, AUM was higher than a year ago. But a year ago, revenue and earnings was higher. So if you could help me understand what's going on there, That'd be great.

Yes. Scott, do you want to take that in terms of revenue and AUM?

Yes. So what happened is that there has been -- despite the fact that markets have been up subsequent to the first quarter of this year, there is still a bit of a residual effect in that throughout the year, we're steadily getting back to asset levels and revenue levels to where they were a year ago. So absent the pandemic, if the markets had potentially been more normalized, there would have been -- you would have seen more disparity there, but that's really what's occurred from a revenue standpoint.

I'll add to that, that if you take out market effect, that the organic growth of the business since then has been quite good even compared to past years. In fact this year alone, in our new account, new client acquisition, we're already running ahead of total year assets in 2017 and 2018. Ex acquisitions, we're on track to match 2019 and we've actually had lower outflows from our accounts over the past, call it, 4 quarters. I'm including Q4 2019. So you're looking at almost only a market that -- keep in mind, we bill quarterly in advance, so the market downturn that we saw in the first quarter effectively crushed our second quarter revenue, etc. So it's almost entirely that effect.

The other thing is keeping in mind, for the third quarter, which was primarily based on June 30 asset values of this year, we had a bit of a different mix in our AUM compared to June 30 a year ago. So that, coupled with the other items, contributed to the delta.

[Operator Instructions] Our next question comes from Sumeet Mody with Piper Sandler.

Just following up on kind of the M&A side of things, just wanted to get your point of view on the conversations you guys have had from the acquire side, have you gotten any interest also, secondarily, on buyers looking at Silvercrest as well?

Yes, so on the first side, we're always talking and looking at different businesses. Actually, despite the effect of the market downturn on our revenues since -- and all things being equal, business stayed steady, we will be even more substantially up but -- due to other growth in the business. But from an M&A perspective, actually, the down markets would have created an opportunity, I think, for firms like Silvercrest with substantial dry powder and a high-quality operation culture and brand to take more advantage versus companies that are using a lot of leverage to enter the wealth market. Everyone thinks that the role of strategy is something that's potentially successful with these boutiques. As you know, I'm a bit of a contrarian on that strategy in the marketplace, and we haven't seen, I think in many cases, reasonable levels for a lot of businesses that are not growing or growing very, very slowly without enough scale or succession planning, among other issues. There are boutiques that want a very special culture that our investment oriented the way Silvercrest is that desire a lot more from a transaction than a check, and we continue to have regular conversations as a well-known player in the business. But again we're not going to do a deal that isn't going to be meaningfully accretive to shareholders or progress the organization as a whole, which is to say we're not going to do a deal for the sake of doing a deal. That was what was one of the special things about Cortina, it checked several strategic boxes for us with absolutely terrific people. And that deal was a creative right out of the gate. And that's what we strive to achieve, not necessarily out of the gate but in a short period of time. On the other side of the table, sure, we talked to firms all the time about opportunities at Silvercrest. This is a premier brand and company, and we are always looking at our options with the Board. And I think that's been true when we were a private company over the past 20 years, and it's true with being a public company, nothing unusual about that.

Great. And then just a last one from me kind of cleanup here, but around $151 million of new client assets and discretionary, can you give us maybe a breakout of what those assets were comprised of?

Yes. So close to half of that was OCIO. We also have from existing accounts net cash flows in and out. So the $150 million (sic) [ $151 million ] new client accounts is when the account is opened. But during the subsequent quarters, there can be cash flows in from a new account, and that's counted in our net cash in and out of accounts. So very often, that number is understated from the reality of what is flowing in with new business. But it's the best way for us to capture it and to keep our numbers clean and be able to compare apples to apples over time. But if you just take that number, approximately half of it is OCIO. The other half is family wealth. New business in the institutional space was quite low during the past 2 quarters, we've reported that it's not surprising given what we've said about actions from consultants and what's happening in the pipeline. It should be noted as well that, of course, the V-shaped rebound in the market means there's less shakeout and changing of managers. We saw that in the financial crisis 12 years ago. It takes a while for that opportunity to come to light. Had the markets created greater dispersion among some managers, that would also create more opportunities. But certainly, the pandemic is unusual. So again, on the net organic flows into the business, primarily family wealth and OCIO.

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

Thanks. Appreciate you joining us for the third quarter of 2020. We look forward to reporting to you at the end of the year. Given the pandemic environment, we're pleased in particular that we have been able to organically grow the business and sustain that despite the working environment that we have. And the new opportunities that we see in the institutional business as well as the new thresholds in the OCIO business we think looks good for the business going forward. And we'll talk to you in another quarter. Thanks so much.

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