Good morning, and welcome to the Silvercrest Asset Management Group Inc. Q2 2023 Earnings Conference Call. All participants will in listen-only mode. [Operator Instructions] After today’s presentation there will be an opportunity to ask question Please also note today’s 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 floor over to Rick Hough, Chairman and CEO of Silvercrest. Please go ahead.

Good morning and thank you. Markets continued their recovery during the second quarter of 2023, with Silvercrest concluding the quarter with total assets under management of $31.9 billion and discretionary AUM of $21.5 billion. Discretionary AUM, which primarily drives our revenue, increased $0.2 billion over the first quarter and has increased $0.6 billion or 2.9% for the first half of 2023. Discretionary AUM has increased $1.1 billion or 5.4% year-over-year since the second quarter of 2022. The firm’s total AUM increased by $3.2 billion or 11.2% over the second quarter of 2022 from $28.7 billion to $31.9 billion. While the business is improving, most of our metrics remain down on a year-over-year basis as markets recover. Revenue, for example, fell 9.9% for the first half of 2023 compared with 2022. This decline in revenue affected adjusted EBITDA, adjusted diluted earnings per share. Silvercrest adjusted EBITDA margin of 27.5% for the first half of 2023 remains historically healthy for the company and represents a 5.8% increase over the year-end of 2022 adjusted EBITDA margin. Silvercrest’s pipeline of new business opportunities remains robust. We are focused on those opportunities as well as investments to drive future growth in the business. On July 26 of this year, the company’s Board of Directors also declared a new quarterly dividend of $0.19 per share of Class A common stock. That’s an increase of $0.01 over our prior dividend payout. The dividend will be paid on or about September 15 to shareholders of record as of the close of business on September 8. With that, I will turn it over to Scott, and then we will take questions. Thanks.

Thank you, Rick. Again, as disclosed in our earnings release for the second quarter, discretionary AUM as of June 30 of this year was $21.5 billion, and total AUM as of June 30 of this year was $31.9 billion. Revenue for the quarter was $29.7 million, and reported consolidated net income for the quarter was $5.1 million. Looking at the second quarter in a bit more detail. Revenue of $29.7 million that represented approximately a 8% decrease from revenue of approximately $32.2 million for the same period last year. This decrease was driven primarily by a decrease in the average annual management fee based on the mix of discretionary and non-discretionary assets. Expenses for the second quarter were $23.2 million, representing approximately a 15% increase from expenses of $20.3 million for the same period last year. This increase was primarily attributable to an increase in general and administrative expenses of $4.2 million, partially offset by a decrease in compensation and benefits expense of $1.2 million. Compensation and benefits expense decreased again by $1.2 million or approximately 7% to $16.8 million for the second quarter from $18 million for the same period last year. The decrease was primarily attributable to a decrease in the accrual for bonuses of $1.6 million, partially offset by 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 $4.2 million to $6.5 million for the second quarter from $2.3 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 a reduction to expenses last year of $4.1…

Thanks, Scott. We’re open now for questions.

[Operator Instructions] Our first question today comes from Sumeet Mody from Piper Sandler. Pleas go ahead with your question.

Hey, thanks. Good morning, guys. I hope you are doing well. I’d just like to start with the 6-month actionable pipeline between OCIO and equity asset classes. I know last quarter, you mentioned kind of nicely increased almost $2 billion but cited some slowness in the domestic search environment at the time kind of given more virtual meetings as opposed to in person. Can you talk about how that search environment has evolved and then maybe an update on the size of the pipeline today? That would be great. Thanks.

Yes. The search environment hasn’t changed. It’s been like this for a while and still feels a bit slow. That pipeline was quite historically high for the firm, which was good. But it does seem to be a bit of a longer timeline for things to come to fruition. And so we are looking at the pipeline and thinking about it in those terms, but not much has changed since my last comment, Sumeet. The total pipeline, 6-month actionable pipeline currently is $1.3 billion, which is down from the $1.95 billion of last quarter. That’s attributable to a mixture of both won mandates, in particular for our growth team, as well as some mandates overall that we didn’t win, so both fall out of the pipeline. In addition, $200 million of that was OCIO. It’s now a $400 million pipeline. We did have a loss of one of the things in the pipeline, which brought that number down from $695 million last quarter. But we also adjusted the pipeline because things are just taking a little longer, as I was mentioning. So we took it out of the 6-month, those pending items may come back into the pipeline. But as you know, we try to measure this pretty accurately about what we think will happen over the next 6 months. So that decline in the pipeline is really a mix of one, things we didn’t win as well as readjustment of the pipeline. It’s still a very solid pipeline, and we feel good about our prospects, but that’s where things stand right now.

Great. Thanks, really helpful. I wanted to switch over to the non-discretionary side. Obviously, you saw a nice uptick in the quarter, looks like driven by net inflows. Can you talk about the driver there? We know the AUM isn’t directly tied to your family office revenue. I was just wondering if you could talk about what drove the inflow, and then how did that impact revenues in the quarter?

Sure. Well, I would say that it’s not directly tied to revenue on an AUM basis, but it is tied to our family office revenue. It didn’t have much of an effect at all on revenue. A lot of the assets in the family office or in non-discretionary, which is related to family office services a lot of the assets in non-discretionary periodically get repriced. Some of it is private equity, quite a bit of it and other assets that may not be quite as market-influenced as others. We also have large clients who may add assets that we didn’t have reporting or other responsibilities for into that pool of assets. So we saw both meaningful inflows as well as meaningful uptick in the value of those assets. But I would say that the revenue impact of that is fairly negligible. Obviously, it speaks to the trust our clients have in us. It speaks to a very healthy relationship with those clients. It speaks to a large pool of assets that we have responsibility for counseling our clients on and working with them on. So to that extent, it is quite a good positive.

Great. And then one more for me. Just on the repurchases in the quarter, it looks like you’ve done four quarters in a row now some nice repurchasing. Any updates to the buyback strategy today kind of given where the stock is trading versus 3 months ago? Any color would be helpful.

Yes. I don’t comment on the prices at which we are active into the market or not. Obviously, we have been and we still have a little bit more to go on that buyback that we announced. We’re very pleased with how the program turned out, but I don’t comment on our specific thresholds or strategy.

Okay, thanks for taking the questions.

You are welcome, Sumeet. Thanks.

Our next question comes from Sandy Mehta from Evaluate Research. Please go ahead with your question.

Yes. Good morning, Rick and Scott. Just a follow-up on the earlier question. I presume there were no buybacks during this quarter, Q2?

Yes. No, we did buy back some additional in Q2.

Okay. Okay. Fine. And can you disclose the current size of the OCI business?

Yes, that’s $1.534 billion. So that is up from last quarter. I’m not sure I’ve got it right here, but it’s up a good $100 million, maybe $150 million over last quarter, I believe.

Okay. Good. Great. And you commented in your prepared comments about the SG&A expenses being a little bit higher this quarter. How should we – any guidance or any sort of ballpark range for what SG&A expenses might be for the balance of the year in terms of percentage of sales or absolute dollar amount for modeling...

Yes, Sandy, the driver of the year-over-year change, you may recall that each quarter, we needed to mark-to-market the earnout liability related to the Cortina acquisition. So it’s basically a noncash adjustment. And so that earnout is now zero, that liability. So we had a large fair value – we had large fair value adjustments a year ago, a reduction to that liability, which reduced our expenses. So that’s really the driver of the change. So the expenses, as you see them in 2023, are more normalized because you don’t have the effect of that earnout mark-to-market.

So it’s going to be more sort of as a percentage of sales, maybe 21% or 20% to 22%, something like that?

I mean, we do have some – as we’ve said in the past, we do have some seasonality to our SG&A, especially as we get toward the end of the year. But like I said, if you look at our Q2 and our first half numbers this year, the amount of expense reduction related to the earn-out liability was immaterial.

Okay. Great. Thank you so much.

Sure, thank you.

Our next question comes from Christopher Marinac from Janney Montgomery Scott. Please go ahead with your question.

Thanks. Good morning. Just wanted to do a quick question on the EBITDA margin and sort of if you still felt comfortable with kind of the prior comments in terms of where that will range over the year?

Sure. So generally speaking, if you look over the history of the whole firm, much of which was before we were public, but certainly since we have been 27.5%, which is where we sat for the quarter, is a very healthy margin. The highest we hit was around 32.5% at the end of 2021 with the very high markets at that time as well as the fact that we got very significant performance fees. So, reaching that level of EBITDA is really not feasible unless you are seeing a real acceleration in the market and/or performance fees, which obviously have no further associated costs with them to drive it that high. That was unusual. And I have commented many times that we are in the real upper-20s. We are running a bit high, to be honest. Right now, feels quite comfortable given where the markets are. And given the fact that we haven’t hit the P&L or EBITDA for significant new hires or investments, so I think it is certainly sustainable. In fact, if we were to steady-state pause things and some of the inflation comes down as we look at contracts that could even creep up a bit from there. But I think this is a pretty good number to bet on if very little changed. In terms of what might happen in the future, I did mention in my opening comments that we are looking at investments in the business. And I have mentioned the need to do so to drive our growth. And so could well be that we engage in some hires to drive organic growth in the business. And if we do so, we are going to bring that EBITDA margin down in the short-term until revenue follows those hires. And I would not be surprised to hit that by a meaningful amount. What is that, I don’t know yet as we talk to people. But if we pushed it down even to 24%, which is not what I am projecting, I am just talking generally and openly with you all, that would still be a very good EBITDA margin, but one that represents a margin after making investments that should drive faster growth in the future. If we were to do so, we are always in conversations and thinking about how to continue growing this business as we have in a prudent way and in a way that compounds both earnings per share as well as invested capital.

Great. That’s really helpful. And Rick, under that scenario where you would go lower, the revenue payoff is relatively quick in terms of you don’t have to wait long to see that revenue inflection under that scenario?

I would say it depends. It’s – we don’t tend to buy, say, a broker’s book of business that brings a lot of clients over day one. It’s not a business model that we are enamored with or have something to do in the past. So, in this business, we are dealing with people as fiduciaries and driving advisory advice, it tends to be a bit slower after we make those investments. You may recall that we made some investments just at the beginning of COVID or into it, and that paid off for us. But the time it took was also perhaps obscured a bit by rising markets at the time. So, in combination, everything accelerated faster than our investments. In fact, that’s one reason why we ended up with such a high EBITDA margin at the end of 2021. When I make those investments or if I do, I will try to be transparent about the timeline, but it is not necessarily a quick one, however you may define that. And of course, we are also always talking to potential compatible partners and firms, which would have the benefit of both revenue and EBITDA expansion if the terms were right, and it was the correct culture, and we engage in those conversations all the time.

Super. Thanks for quantifying on that, I appreciate it. And just a final point, Rick, if interest rates stay higher for longer, what does that mean for you from a strategic standpoint? Does it have any impact in terms of how you and Scott manage the business these next several quarters?

Well, for one thing, it maintains the possibility of our adding interest income to the P&L. We have a very sizable cash position that’s building. Much of it, as you know, is for the compensation, which we pay out at the end of February next year. But nonetheless, given the small buyback, a relatively small buyback that’s ending and the cash that’s building, those higher, especially short-term interest rates, will benefit us with interest income, which we really haven’t had a meaningful way to-date. The other effect it would definitely have is in the M&A market. As you may know, that market is slowing a bit. It’s still reasonably active compared to recent years and certainly compared to many years ago. But you are seeing deals taking a little longer to get done, financial engineering won’t work quite as well as it has. Deal terms are certainly getting a little tighter. I think that’s helpful to us in our conversation. So, I welcome that environment. I think the normalized environment is good generally for capital allocation decisions and the economy at large and for companies. I think as we adjust, that’s going to be a real issue about folks having to develop real earnings and growth rather than depending on what I was calling financial engineering and just continually rising market of whatever industry you are in. And then finally, from a client perspective, it does make fixed income and our fixed income capabilities more attractive, gives us yet another tool in the toolbox to help folks. I don’t expect much of a shift from, say, equity to fixed income necessarily. And if that did happen, it would have a pretty marginal effect on revenue even though generally speaking, fixed income assets have a lower basis point compensation to us based on AUM. A lot of our relationships and most of them are quite balanced and would have a very small effect on what happens to the firm’s overall revenue. So, I would say that a sustained interest rate level of this where we are if it were to continue is neutral to even positive.

Got it. Thanks for all the background this morning, very helpful.

Always a pleasure talking to you Chris, thanks.

[Operator Instructions] Our next question comes from Chris Sakai from Singular Research. Please go ahead with your question.

Yes. Good morning. I just had a question on – can you talk about your average annual management fee and how it decreased this quarter versus a year ago? And where do you see that next quarter and for the remainder of the year?

I have very little visibility or capability of predicting what it could be in the future. One of the biggest drivers of that is the market itself. So, as markets have declined, you will often very much see our average basis points coming down with it because it just means more fixed income versus equity, not dissimilar to the comments I was making before, and that’s changed a bit. Now, markets have been recovering. The bit that it came down for discretionary assets under management could well be a result of larger mandates and of course, the OCIO, which is institutionally priced. It’s not quite the same discretionary asset management as you find in regular equity, institutional equity management. So, that would bring it down a bit. It should be noted that if you were to impute basis points based on where we stand in discretionary assets under management as of today, as of – or I should say, as of June 30th, the end of the quarter we are reporting on, and you did a run rate, you would expect the basis points that we are receiving on those assets to actually be up over last year. And remember, our revenue for the quarter is based on – for this quarter is based on March 31st closing values. So, the market has further increased during the quarter, and that is not what is driving revenue for the quarter. The billing period is always one quarter ahead. I hope that helps.

Okay. Yes. Thanks. And then I guess just one on your outstanding term loan of $3.6 million. Have you guys considered paying that down?

Well, the annual amortization on that, the required amortization is $3.6 million a year. So, that will – it’s got another 12 months to go. So, if for some reason, the interest rate formula on the term loan is not overly burdensome, so if for some reason being changed drastically, we could always look into prepayments. But right now, the normal amortization is prudent.

Okay. Great. Thanks.

And ladies and gentlemen, at this time, I am showing no additional questions. We will conclude today’s question-and-answer session. I would like to turn the floor back over to Rick Hough for any closing remarks.

Great. Thanks for joining us. It’s nice to see markets recovering and a fair bit of new business activity in the pipeline for our capabilities. I really appreciate your attention this morning and all of the questions. Wish you a good rest of the summer, and we will talk to you at the end of the third quarter. Thank you.

Ladies and gentlemen, with that, we will conclude today’s conference call and presentation. Thank you for joining. You may now disconnect your lines.