Good afternoon, ladies and gentlemen, and welcome to StepStone's Fiscal 2021 Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this call will be recorded. I would now like to turn the conference over to Michael Kim of ICR, StepStone's Investor Relations liaison. Please go ahead, Michael.

Thank you, and good afternoon, everyone. Joining today are Scott Hart, Co-Chief Executive Officer; Jason Ment, President and Co-Chief Operating Officer; Mike McCabe, Head of Strategic Planning; and Johnny Randel, Chief Financial Officer. During our prepared remarks, we will be referring to slides, which are available for viewing or download from our website at stepstonegroup.com. Before we begin, I'd like to remind everyone that this conference call as well as the presentation slides contain certain forward-looking statements regarding the company's expected operating and financial performance for future periods. Forward-looking statements reflect management's current plans, estimates and expectations and are inherently uncertain and are subject to various risks, uncertainties and assumptions. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of risks or other factors that are described in greater detail under risk factors of StepStone's IPO prospectus filed with the U.S. Securities and Exchange Commission on September 16, 2020. Turning to our financial results. We reported GAAP net income of $107.4 million for the quarter. GAAP net income attributable to StepStone Group Inc. was $25.6 million for the quarter ended December 31, 2020. Fee-related earnings was $22.3 million for the quarter, an increase of 5% from a year ago. Adjusted net income was $27.0 million or $0.28 per share, up 50% from the prior year. Importantly, the prior year's results included approximately $4.8 million of revenue, $4.2 million of fee-related earnings and $3.7 million of pretax ANI related to retroactive fees net of cost including additional closes for StepStone's Secondary Opportunities Funds IV and onetime success-based advisory fees. And finally, as disclosed on Slides 23 and 24 of the earnings presentation, foreign currency translation gains and losses have been reclassified from general, administrative and other expense to other income loss in our GAAP income statement. This change had no effect on ANI but did result in removing FX volatility from FRE. With that, I'd like to turn the call over to StepStone's Co-Chief Executive Officer, Mr. Scott Hart. Scott?

Thanks, Michael. Good afternoon, everyone, and thank you for joining our call. Before we get started, I just wanted to say that I hope you, your colleagues and all of your loved ones are continuing to stay safe and healthy during this time. For over a decade now, we at StepStone have developed a strategy, platform and culture to serve the needs of our clients. Today, our clients are relying heavily on StepStone more so than ever before for our insights and solutions as they rethink their portfolios given the global pandemic, a lower for longer interest rate environment and increasingly elevated asset prices. Our job is to help them fulfill their purpose on behalf of their stakeholders. To do this, we have built one of the most comprehensive private market solutions platforms in our industry. Turning to Slide 3. Our global team and footprint allow us to manage market risk while capturing growth from increased allocations to the private markets. Our specialized multi-asset class capabilities help us deliver holistic yet customized solutions for sophisticated institutional and retail investors. Our investment in data, technology and risk management tools enables us to develop and implement these solutions in a seamlessly connected way with our clients. All of these factors combined contribute to the insight and diversification, both in terms of our clients' portfolios and our own business, that have helped StepStone to successfully navigate through a difficult environment in 2020. And that is showing up in our results today. Turning to Slide 4. As Michael mentioned, our adjusted net income for the quarter was $27 million or $0.28 per share, up 50% from the prior year. That result was driven by a combination of top line growth, a favorable expense environment and modestly higher realization activity. For the 12-month period ending…

Great. Thank you, Scott. For today's call, we thought we would spend a minute on StepStone's strategic focus and priorities. Looking back on how StepStone has evolved over the past decade, we attribute much of our growth to a client-centric culture. As shown on Slide 6, our total asset footprint has grown at a compounded annual growth rate of 59% since inception and continues to experience strong growth today. Our geographic footprint is designed specifically to serve our clients. Our continued investment and our capabilities and solutions is the direct result from listening to our clients' needs. Now turning to Slide 7. As we look ahead, our attention will be focused on 6 key themes: one, continuing to grow with our existing clients through a combination of re-ups and expanded mandates; two, growing with our new clients globally as a result of our business development activities; three, expanding our distribution channel for private wealth clients; four, leveraging scale to drive operating margins; five, investing in data and technology solutions; and six, pursuing accretive transactions to complement our platform. Placing a finer point on the first 2 areas of focus, turning to Slide 8. Both client re-ups and new client wins were strong for the 12-month period ending December 31. Our net new AUM growth totaled $13.4 billion over the past year, of which $9.8 billion is attributable to existing client relationships, $1.8 billion to new client wins and $1.8 billion to commingled fundraising. This ability to grow with our existing clients has served us well, particularly as there's been a flight to the familiar and, we believe, a flight to quality during the pandemic. Geographically, nearly 90% of the new assets raised came from outside of North America with significant contributions from Europe, the Middle East and Asia/Australia. This clearly…

Thank you, Mike. Moving on to Slide 12 of the presentation to touch on financial highlights. Consistent with the prior quarter, our financial performance reflected continued strong growth in fee-earning AUM, having positive revenue trends with temporarily depressed travel-related spending related to the pandemic, further enhancing fee-related earnings and adjusted net income. This being our first full quarter operating as a public company, we have seen the impact of elevated professional fees and D&O liability insurance hitting our G&A expense line. Fee-earning AUM ended the quarter at $46.6 billion, up 18% year-over-year. Management and advisory fees for the quarter increased 6% to $70.1 million and is up 22% year-to-date. As we have highlighted in the last bullet point, results for the prior year quarter included approximately $4.8 million retroactive fee related to additional closes for StepStone Secondary Opportunities Fund IV and onetime success-based advisory fees. Fee-related earnings totaled $22.3 million for the quarter, up 5% year-over-year and is up 48% year-to-date. Year-over-year growth for the quarter was skewed by $4.2 million of FRE included in the prior year quarter related to the retroactive fees and success fees previously mentioned. ANI per share increased 56% for the quarter and up 44% year-to-date. Turning to other key highlights on the table. Undeployed fee-earning capital that will generate fees over time as this capital is invested or activated stood at over $17 billion as of December 31. FRE margins held steady at 32% for both the quarter and prior year quarter and were up 600 basis points year-to-date to 33%, reflecting revenue growth and a favorable expense environment. As I mentioned last quarter, we don't view this margin as a normalized operating margin. Margins are elevated given the current operating expense environment. We will continue to benefit from lower G&A spend until we…

[Operator Instructions] And our first question comes from Ken Worthington with JPMorgan.

Maybe first on SPACs. We're thinking a bunch about SPACs, and I would love your thoughts here. So things we're thinking about are, what does SPACs mean for the pace of realizations in the industry? Are SPACs competitors to the private market companies that you deal with from an investment perspective or not? And does StepStone think that it makes sense to maybe get involved in launching SPACs? Or is that something sort of more outside of what you'd be interested in participating in, in the future?

Ken, thanks for the question. This is Scott. Look, I think we, like many others, and it sounds like yourselves, are also closely observing what's going on in the SPAC market and thinking not only about what it means for the market generally but what does it mean for StepStone. So I think taking those questions in turn, the realization impact is really where we have seen the most immediate impact for ourselves as well. I think we talked during the last quarterly earnings call about the fact that really all different exit routes are currently open, not only sales to financial sponsors and strategics. But obviously, the IPO windows open, and we're seeing new realization routes like SPACs and continuation of vehicles. So that has actually been the most immediate impact for us. Across our private equity co-investment portfolio, for example, have now seen 4 companies exited through SPAC transactions. We do think that will have an impact going forward here, particularly when you think about the amount of capital that's been raised. From a competition standpoint, I think that's one that we're going to continue to monitor going forward but haven't really seen it to date. As we look back at the hundreds of, for example, private equity co-investment transactions we've looked at over the last 12 months, we can't think of one where we lost out to a SPAC there. So it doesn't seem like we are seeing it as an immediate competitive threat. But clearly, again, with the amount of capital that's been raised, it's something that we will continue to keep a close eye on. Finally, the last part of your question in terms of whether it's a business opportunity for StepStone. Look, I think that's one that we're going to continue to monitor and evaluate. To date, it is not something that we've decided to pursue. But again, we'll closely monitor that going forward.

Awesome. And then just maybe a follow-up. You guys are highly diversified. But this quarter, there were 0 distributions in the commingled funds. And last quarter, at least it rounds to 0 in distribution in SMAs. Is there something netted out of distributions? Or is the 0 sort of a clean number? And then related to that, your performance fees were nicely elevated this quarter. But again, the distributions were tiny in SMAs and 0 in commingled funds. So is there recycling going on or maybe another explanation as to why the distributions were sort of teeny tiny but the performance fees were nicely elevated?

Yes. So Ken, I'll start and maybe Johnny Randel might add on to this. But the key driver that is some of the distribution activity that we have seen has come from some of our early separate accounts as opposed to the commingled funds. And certain of those separate accounts continue to pay fees on committed capital. There's sort of a step-down schedule, but it's not driven specifically by net invested capital, for example. And so you don't see those distributions coming out in the fee-earning AUM bridge there. But let me pause, Johnny, just in case there's anything that you would add to that.

No, Scott, that's right. And I would just say on the commingled funds, in particular, the distributions have been largely skewed towards SMAs that came through that distribution activity and realized performance fees. But Scott is right, the distribution activity has been largely out of vehicles where the fees are either fixed or based off commitments. So no change in fee-earning AUM.

And our next question comes from Alex Blostein with Goldman Sachs.

This is Dan Jacoby filling in for Alex. Just on the capital management, a two-pronged question. First, really nice to see the dividend declaration. How should we think about the dividend growth from here? What's that tied to? And then second, you had touched on pursuing accretive acquisitions. What types of acquisition targets are high up on your list at the moment?

Sure, Dan. Thanks for the question. I'm going to turn it to Mike McCabe to address those couple of questions.

Sure. Thanks. So taking the questions in order, from the dividend, we're also thrilled to have announced early on in our life as a public company to issue a dividend. It's modest in size, for sure, and it's something that we're going to continue to focus on going forward. And really, what we're looking at doing is sustaining a payout ratio going forward. And we do expect to as the firm grows. Part 2 of your question has to do with M&A and accretive acquisitions. Like we built the firm through very strategic and targeted acquisitions of investment teams to build out the platform of private equity, real estate, infrastructure and private credit. As we think about our business model going forward, we feel we've built the 4 pillars for growth, and we have a broad geographic footprint globally. As a result, I think if we consider M&A going forward, it will be really to fill in and augment the teams that are currently operating in those 4 asset classes. So we really view it as more of an opportunistic strategy than rather something we're strategically focusing on as a priority to go out and buy companies. That's really not what we're thinking. It's really about filling in where we could add and augment talent and skills across the investment team.

Got it. That makes a lot of sense. And then as a follow-up, just shifting gears to fundraising and specifically the CPRIM fund, if I have the acronym correct. So nice to see the fundraising there get kicked off. How should we think about kind of the contribution over time? Is there some sort of fundraising number that you guys are thinking about as kind of a potential run rate fundraising number over time? Maybe just help us put some guardrails around the contribution there.

Sure. Jason, why don't you take that one?

So Scott, I think we had a technical glitch here, and Jason was dropped.

All right. One moment, we're going to get Jason. Jason, are you there? One moment. It says Jason is back on.

Look, I think in that case, I think any of us can probably respond to the question. And so as Mike mentioned during the prepared remarks, it continues to be quite early days in terms of our effort with the CPRIM product. We are quite pleased to have had the initial closing back in October and have continued to make progress since then. We now are approved across about 35 different platforms at this stage and have seen some good enthusiasm across the RIA, the IBD and the wirehouse channels here. And so again, we're going to continue to take it month-by-month and quarter-by-quarter, but pleased with the initial progress that we have made to date there.

[Operator Instructions] Our next question in the meantime comes from Mike Cyprys with Morgan Stanley.

Just want to circle back on the capital raising on the SMA side. It looks like about 85% of the new SMA flows were coming from existing clients versus about 15%, I think, from new clients. So just a question around that, I guess, on the existing client side. What sort of scaling are you seeing in terms of clients re-upping? And how is that scaling comparing -- compared to, say, the last couple of years? Anything noticeable there? And then on the new client side, that 15%, maybe you could just talk a little bit about your approach to new client acquisition and just a bit about that process there. Maybe you could touch upon the cross-selling and how that's progressing there, too.

Sure. Thanks for the question, Mike. That is about right, that about 85% of the new capital raising for our separate accounts has come from existing clients. It's not all re-up activity. Some of that is also extensions of existing mandates into different areas. But if we do focus more specifically on the re-up rates and how we've seen that scale over time, it can be a bit difficult to generalize. In some cases, we will see clients re-up at the exact same separate account side, where they've really just thought about that as part of their ongoing allocation planning, whereas in other cases, we will see, for example, a 50% or 100% increase in a separate account size as maybe the concept and the strategy is proven out. But it's a bit difficult to generalize there. On the new clients, look, I think with 75 business development and client-facing professionals around the world here that has obviously continued to be a significant focus of ours is winning new clients in new geographies and new strategies. Certainly, during the COVID environment, that has been a bit more challenging. I think Mike made reference to the flight to the familiar and some of the flight to quality that we've seen. And given the existing base of clients we have, that is something that has worked in our favor. But certainly, again, with the efforts we are making on the new business development front, we would expect that to contribute to future separate account growth as well.

Great. And just maybe a follow-up, shifting over to the carry side. On Page 16, I saw that you showcased about $637 million in accrued carry. I was just hoping you could give us a sense on where the fair value stands in terms of the portfolio that, that, I guess, represents. I thought I heard a $41 billion figure but wasn't sure what exactly that represented. I'm just trying to get a sense of where the fair value is compared to, say, the cost base in terms of where that's marked. And then when I look at the pie chart here, it shows about 2/3 of the carry positions are from 2015 and earlier vintages or vintage funds. Just curious how you're thinking about the time frame for those to be harvested. Is it reasonable that, that could come out over the next 2 or 3 years in majority? Or do you think it would take a bit longer than that to get a majority of that monetized from that sort of vintage era?

Sure. Maybe, Mike, maybe I'll start by commenting on the second part of the question, and then maybe Johnny can add on to the first part of your question there. But you are right, there's a significant portion of that carry balance that is in some of those earlier vintage year funds. And as we think about the realization environment more generally, and this is really building off of some initial comments we had made last quarter, we had started to see some nice pickup in activity in the third quarter. That continued -- sorry, the calendar third quarter. That continued through year-end and even into the early part of 2021 here. And so when we think about the maturity of some of those investments, we do feel like there ought to be a nice pipeline of exit opportunities over the coming couple of years here for some of those earlier vintage year funds and really separate accounts. And those were large separate accounts in the early days. But Johnny, I don't know if you have the number to address Mike's first question on the valuation there.

Yes, Scott, and thanks for the question, Mike. I don't know that we've disclosed that exactly. I think what we provided though is maybe some data points that would help on that. I think in the S-1 and in other filings, we talked about the range of carry and kind of ranges from 5% to 15%. So if you kind of pick a number in the middle there and think of that as the carry that -- from an unrealized basis, that was 10%, et cetera, then you'd be able to kind of back into what the unrealized gain is. Now we haven't said specifically how much was invested of those programs. But I think the $637 million, using an estimate of the blended carry rate, would get you the unrealized gain. I think we've also provided some performance or track record detail in the appendix that would kind of give you a sense of the programs that have been investing and the size of those investing. So it's not perfect. I can't give you an exact answer. We just haven't disclosed that exactly. But -- so that provides you some bookings. I guess there are some ways to kind of get there. The $41 billion of performance eligible -- performance fee-eligible capital, that's the total pool of capital. Not all of that has been put to work as that number has been growing over the past year. But I'll pause, I guess, a second, just to see if that provides at least some help in trying to get what that fair value is or how to think about the gain on those portfolios.

Got it. Okay. Can I just clarify there? So the $41 billion, that would include dry powder or so? Do we know how much that would be embedded in there to kind of back out to kind of get a sense of how much may be on the ground? And then just to clarify on the unrealized carry positions, are those vintages for the actual investment year or the vintages for the underlying fund vintage year?

What we've shown on the chart is the, I guess, the fund vintage. So most of our funds have 3 to 5-year vintage -- sorry, investment period. So when we referenced 2015 or prior, then those programs started in 2015, would have been investing in 2015, '16, '17, et cetera. So that is the program start of the fund in this chart, not looking through the underlying investments. And sorry, and on the other part, we're trying to figure out the best way to disclose -- sorry, to your other question about how much of the $41 billion is in dry powder. Note taken, want to think about ways to try and provide some context around that. There's not a number out there I can point you to at the moment though.

Ladies and gentlemen, we've reached the end of the question-and-answer session. And now I'd like to turn the call back over to Scott Hart for closing remarks.

Well, in that case, thank you, everyone, for your time and interest. We look forward to continuing to discuss our progress on future calls, and hope everyone has a great rest of their night. Thanks.