Nov 13, 2014
Executives
Richard R. Hough III – Chief Executive Officer and President Scott A.
Gerard – Chief Financial Officer
Analysts
Michael S. Kim – Sandler O’Neill & Partners L.P.
Steven D. Schwartz – Raymond James & Associates, Inc.
John Dunn – Sidoti & Company
Operator
Good day, ladies and gentlemen, and welcome to the Silvercrest Asset Management Group Incorporated Third Quarter Earnings Call. At this time, all participant lines are in a listen-only mode.
Later, we will be conducting a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded.
Before we begin, let me remind you that during today’s call Silvercrest will make forward-looking statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts, including statements regarding future events and developments and Silvercrest’s future performance, as well as management’s current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements.
These forward-looking statements are only predictions based on current expectations and projections about future events. These forward-looking statements are subject to a number of risks and uncertainties, and there are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the statements made.
Among these factors are: fluctuations in quarterly and annual results, incurrence of net losses, adverse effects of management focusing on implementation of a growth strategy, failure to develop and maintain the Silvercrest brand and other factors disclosed in the Company’s filings with the SEC, including those factors listed under the caption entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC. In some cases these statements can be identified by forward-looking words, such as belief, expect, anticipate, plan, estimate, likely, may, will, could, continue, project, predict, goal, the negative or plural of these words, and other similar expressions.
These forward-looking statements are predictions based on Silvercrest’ current expectation and is our projections about future events. All forward-looking statements made on this call are made as of the date hereof, and Silvercrest assumes no obligation to update these forward-looking statements.
I would now like to turn the call over to Mr. Richard Hough, CEO of Silvercrest.
Sir, you may go ahead.
Richard R. Hough III
Good morning. Welcome to Silvercrest Asset Management Group’s third quarter 2014 call.
We successfully obtained new meaningful assets contributing to the firm’s organic growth this quarter, along with increased revenue. Importantly, our firm’s relationships increased from 526 as of the end of June to 533 relationships as of the end of the third quarter September 30.
There were 483 relationships at the firm as of the end of 2013. During the quarter while our total assets under management declined to $16.4 billion due to market volatility, the firm’s discretionary assets under management remains substantially unchanged for the quarter due to positive net flows, thanks to new client acquisition and new clients commitments.
That’s important to note because of course discretionary assets under management are what drive the firm’s revenue. We’re pleased with that continued organic growth during a time of market volatility and the firm’s growth was due to both additions to the core family, wealth business as well as continued progress building the institutional business.
In addition, the Company’s Board of Directors declared a dividend of $0.12 per Class A share payable on December 19, 2014 to all shareholders of record as of December 12, 2014. With that, I’ll leave the financials to Scott Gerard and then we’ll follow up with questions.
Scott A. Gerard
Thanks, Rick, and welcome. As you may have read in our earnings release for the third quarter, AUM as of September 30, 2014 was $16.4 billion, revenue for the quarter was $17.8 million and reported consolidated net income for the quarter was $2.9 million.
Again, just to remind you that the results of operations and cash flows for the nine months ended September 30, 2013, include those results of operations and cash flows of our accounting predecessor, Silvercrest L.P. Commencing with third quarter last year, we began reporting earnings attributable to Silvercrest Asset Management Group Inc., which represents our Class A shareholders.
Also commencing with the third quarter last year, we began reflecting partner incentive payment accruals as compensation expense. You may recall that historically these incentive payments were recorded as distributions when paid.
Looking at the quarter, revenue for the third quarter of this year was $17.8 million, representing approximately a 21% increase in revenue compared to $14.7 million for the same period last year. This increase was driven primarily by growth in our management and advisory fees as a result of increased AUM compared to a year-ago.
Expenses for the third quarter were $13.3 million, representing approximately a 16% increase over expenses of $11.6 million for the same period last year. This increase is primarily attributable to increases in compensation and benefits expense of $1.6 million in addition to an increasing G&A of approximately $200,000.
The increase in comp and benefit expense that primarily relates to an increase in the crude partner incentive payments and G&A went up primarily because of increased occupancy expense as we have lower subtenant rental income. Reported consolidated net income was $2.98 million for the quarter, as compared to $2.2 million in the same period last year.
Reported net income attributable to Silvercrest or the Class A shareholders for the third quarter of this year was $1.4 million or $0.18 per basic and diluted Class A share. Adjusted EBITDA, which we define as EBITDA without giving effect to equity base compensation expense and non-recurring items, but inclusive of the effect of partner incentive payments was approximately $5.3 million or 29.7% of revenue for the quarter, compared to $4.3 million or 29.1% of revenue for the same period last year.
Adjusted net income which we define as net income without giving effect to non-recurring items, but including partner incentive payment expense and assuming income tax expense at 40% corporate rate was $2.8 million for the quarter or $0.23 per adjusted basic and diluted share. Adjusted earnings per share 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 dilutive we add on vested deferred equity units and performance units to the total shares outstanding.
And that allows us to compute diluted adjusted EPS. Taking a look at the nine months ended at September 30, 2014 compared to the same period last year, revenue was $51.8 million representing approximately a 21% increase over revenue of $42.9 million for the same period last year.
Again this is also driven primarily by growth in management and advisory fees revenue as a result of increased AUM. Expenses for the nine months ended September 30 this year were $39.2 million, representing approximately a 40% increase over expenses of $28.1 million for the same period last year.
Again these increases were primarily attributable to increased comp and beneficiary expense of $9.9 million and increased G&A of $1.02 million. The increase in comp and benefits expense again is the result of the commencement of expensing partner incentive payments as of the third quarter of last year.
G&A expenses increased over last year, again primarily as a result of lower subtenant rental income and we increased our provision doubtful accounts due to high revenue level. Reported net income for the nine months this year was $8 million, as compared to $13.2 million in the same period last year.
Reported net income attributable to Silvercrest or the Class A shareholders for the nine months ended this year was $3.7 million or $0.48 per basic and diluted share. Adjusted EBITDA was $15.4 million or 29.7% of revenue for the nine months ended September 30 this year and that compares to $12.8 million or 29.9% of revenue for the same a year ago.
Adjusted net income was $7.6 million for the nine months ended September 30 of this year or $0.62 per adjusted basic and diluted share. Quickly taking a look at the balance sheet and liquidity total assets were $96.5 million as of September 30, compared to $100.7 million as of December 31 last year.
Cash was $27.9 million at September 30, compared to $27.1 million at December 31 last year. And we had notes payable of approximately $8.1 million as of September 30 this year and that compares to year-end balance last year of $8.3 million.
Also, add this to both September 30, 2014 and December 31 last year the balance on our revolving credit facility with Citi National Bank was $3 million. Total stockholders’ equity was $42.3 million at September 30, 2014.
That concludes my remarks. I’ll just briefly turn it back over to Rick to conclude and then we’ll have Q&A.
Richard R. Hough
Thank you very much, Scott. At this time, we’ll take questions.
Operator
[Operator Instructions] Our first question is from the line of Michael Kim from Sandler O’Neill. Your line is open, sir.
Richard R. Hough III
Good morning, Michael.
Michael S. Kim – Sandler O’Neill & Partners L.P.
Hi guys, good morning.
Scott A. Gerard
Good morning, Mike.
Michael S. Kim – Sandler O’Neill & Partners L.P.
First question, I appreciate the additional disclosures in terms of the AUM all forward in the press release. But just be curious if you could maybe give us a bit more color in terms of the breakdown in terms of flows between the high net worth and the institutional businesses, I know you’ve mentioned it in your comments earlier, but any sort of incremental color would be helpful?
Scott A. Gerard
Yes, sure. Let me just say that we are very happy to have this supplemental information.
It’s for those who haven’t seen it yet in our release its Exhibit A on page… What page is that? Page 12.
And it gets around the issue that we’ve had since we took the company public of showing gross flows which is confusing, I think, to investors, because it rolls up flows that are happening internally to the company. So hopefully this Exhibit shows what’s really happening with both the relationship, as well as the flows actually into and out of the firm.
So the fact that we’ve got a positive quarter on that basis is very strong. In addition, year-to-date we have net new growth in assets under management outside of any market conditions of $627 million through the end of the third quarter and that is better than what we did in the entire years of 2012 and 2013.
So overall, we’re very pleased with the progress of the business in that regard. To get into a bit of detail, the net new business that flows into the firm for the quarter was a little bit more high net worth this quarter.
Institutional was not quite 50%, which it has been over the past year and a half or year. And so nothing has really changed there.
I think it’s kind of the normal change in mix one might expect to see. There were more outflows in institutional business than we’ve had in prior quarters.
The net positive cash flow you see of $32 million in that exhibit is net of course. And so, there were more additional inflows that overcame the net outflows in institutional business.
Those outflows were not loss relationships. They were rebalancing.
As you will know, our equity capabilities have had very strong performance. Last year was a remarkably good year for the equity markets and some of the institutions are just rebalancing.
I think I mentioned in our last earnings call we expected to see rebalancing and I’ll say again we expect to see more rebalancing, but it does not represent any loss of any relationship on either the institutional side or the high net worth side.
Michael S. Kim – Sandler O’Neill & Partners L.P.
Great. That’s helpful.
And then maybe just sort of a bigger picture question. Just based on what we’ve been hearing across the industry, it does seem like institutional investors are increasingly implementing sort of Alpha, Beta separation strategies and maybe looking to award bigger allocations to differentiated and high conviction strategies.
So just wondering how that trend potentially sets up against your institutional capabilities and then more broadly any updates in terms of what you’re seeing on sort of the RFP activity front, win rates and/or allocation trends.
Richard R. Hough III
Sure. So we’re seeing additional interest in capabilities at the firm beyond small cap, which has been the primary driver of our institutional business.
So we’re excited about those potential opportunities. We do have some institutional money in our focus value product which is a very high conviction concentrated portfolio.
Perhaps given this trend, if it’s a real one, there might be more interest there. I hesitate to given any creditability really to what we’re seeing in the news about it because it’s not exactly scientific and we know journalist likes to seize on an issue and write about it for a while and then they will find a new issue.
What I can say is that the RP process in the pipeline remains as robust as ever. Its looks quite strong through the second half of next year, in terms of our opportunity.
And while I don’t have a percentage win rate when we’re in the finals its well about 50%. I would venture to say it’s about 75%, but I can’t take that as a percentage [ph].
I’m happy to provide that to you next call, if we calculate it. One thing, we’re doing and that I think is a venture is the fact that we’re seeking more sub-advisory type relationships.
As you know we have sub-advisory relationship to a mutual fund with Ascend, there were some more good flows in that this quarter, but the opportunity for us to provide sub-advisory services, I think, is significant and we’re seeing more activity there than we have been, so that’s a bit new. With regards to the Alpha Beta split which was that trend you were talking to, I’m not sure that really affects us one way or the other since we have a proven track record of Alpha and the products that we’re going most out to the market with institutionally tend to be on the smaller side of market cap, which is where even if people are splitting Alpha and Beta out most analyst would agree that smaller cap space in stock selection is where there is more opportunity for Alpha selection.
And finally, as you know we acquired a firm in 2012 which does substantial amount of work in building customized alternative investment portfolios and they have long looked at Alpha versus Beta and provided the service of allocating and making distinction between asset classes on that basis. So the intellectual capability for us to provide that service quite aside from direct asset management resides at the firm.
Michael S. Kim – Sandler O’Neill & Partners L.P.
Great, that’s helpful. And then finally, just any updates on what you’re seeing in terms of potential M&A and/or left out opportunities, particularly in light of recent market action?
And then more specifically how you’re thinking about expanding your distribution rates particularly, from a geographical standpoint?
Richard R. Hough
Sure so we’ve not had distribution problems or quite acquisition problems without having a larger geographic footprint. We are in the vast majority, we have clients in the vast majority of states in the United States including Alaska and Hawaii.
We have 30 some odd relationships maybe it’s 40 in California. So that hasn’t hampered the business and to the extent that we have announced that we do have a plan to be in regional money center type cities, we’re going to do that as long as we can find highly, quarterly compatible firms and not blunder into a city for the sake of doing an acquisition, so that we can announce to the street that we’ve done one.
I’m not suggesting that you are pushing out in that direction Michael, but we are going to be very deliberative about it. We have a very special quarter here.
Our clients are very well served by it and in our referral business, where client loyalty and service is paramount, we can’t hurt that with any acquisition we do. That said, I probably signed and engaged and more NDAs to look at companies in the past year, year and a half than I did in the previous four or five years.
It has been very, very busy looking at firms. Most of them are not a fit for one reason or the other, but we are in active discussions with the handful of firms that have made it pass that stage.
It’s hard to say which ones will ultimately make it to the finish line if we continue to find a good compatibility. But we have had ongoing discussions and continue to, I will just say that it’s as busy as I can ever remember it being.
On the left out front, we’ve only done two. It’s really not been part of our strategy.
We are always welcome to talk to potential people would like to join a special firm like ours. It’s a wonderful place to work.
The team that we acquired in Richmond, Virginia was technically a left out, that’s gone extraordinarily well. I was at the grand opening of our new office in Richmond yesterday and I was very pleased with the turn out from the community and the clients who came to see the office.
We are ahead of schedule with regards to our revenue and client acquisition projections there. So I’ll just say that we are busy on those two fronts and sooner or later something is going to happen.
We typically have done deals every two to three years. And our last deal was just over two years ago following on two and half years and a larger deal was three years ago.
So we’re kind of in the right time period for something to happen, but it’s got to be the right sale [ph].
Michael S. Kim – Sandler O’Neill & Partners L.P.
Great. Thanks for taking my questions.
Richard R. Hough III
You’re welcome Michael.
Operator
Thank you. Our next question is from the line of Steven Schwartz from Raymond James.
Your line is open.
Steven D. Schwartz – Raymond James & Associates, Inc.
Hi, good morning everybody.
Richard R. Hough III
Good morning Steven.
Steven D. Schwartz – Raymond James & Associates, Inc.
Just a couple, first, I know we’ve got all of before but I do not remember the answer. So I apologize ahead of time, but family office services and the declining revenue there, could you remind us, what drives there?
Scott A. Gerard
Sure, I discussed that couple of conference calls maybe even three or four ago. So I’m not surprised that you actually probably was a year-ago.
I’m not surprised that you remember. And as you know family office services is close to 10% of the revenue, so it’s not the bulk of revenue, but it is an important service for the stickiness of our clients.
We, prior to the IPO that is before June, so it would have been March or April 2013, we had two partners at least the firm at that time and there was family office services type to those individuals. And so we had expected to see [indiscernible] decline overtime.
So you’ve seen that playing out over the past year and half or so. I think the bulk of it has occurred.
So you’re not going to see anymore at the immediate touch more, but it’s going to be immaterial. And meanwhile we are in several discussions with very substantial families about additional family office services, which often come with $50 million to $100 million plus clients and we have plenty of pictures in that category.
So that’s the story.
Steven D. Schwartz – Raymond James & Associates, Inc.
Okay, all right. Thanks for that.
Now that you said, I remember it. Could you talk about performance in the quarter, I realize it’s not has important to you as many others, but still when your numbers have now underperformed, and but at the end of the second quarter they were, I think, all of your major strategies would actually outperform on a trailing 12 month basis.
So maybe you could touch on the quarter and what happened there.
Scott A. Gerard
Sure, so we definitely lagged. I think, it was widely acknowledged by active managers across market cap space, but in particular on the small cap side, which got most of early heard [ph] in fact it’s arguable that small cap selling were fair amount get overall.
In active management lagged in general as we did. If you work in a particular few stops, you were going to do that.
The performance is on the quarterly basis and tuning it negative for a year I don’t see is a substantial issue. If it persists for a prolonged period of time it could hurt institutional growth as you know.
It’s less likely for a whole variety of reasons to hurt the high net worth business. Our long-term track record and the long-term focus on asset allocation tends to be stronger on the high net worth side, which is not consultant driven and the high net worth clients are here in a wide diversity of strategies.
So they don’t tend to underperform when one piece of our portfolio is doing so. So that’s kind of how we view it overall.
As you know, the markets had bounced back very strongly post the quarter we’re talking about and active managers also turned around quite a bit. So without getting into the new quarter I’d just say I’m very comfortable with where we are.
Steven D. Schwartz – Raymond James & Associates, Inc.
Okay, great. And then one more for, Scott, please.
Well, coming up on the fourth quarter, I don’t know if you want to give guidance or not, but maybe you could talk to the performance fees and where they typically come from if they come?
Richard R. Hough III
I mean, what I can’t say is the performance fees that potentially could be realized; they crystallized on an annual basis. So we won’t know until the end of the year where we are as far as any realized performance fee.
Steven D. Schwartz – Raymond James & Associates, Inc.
Okay. If I remember correctly these come from where you are the general partner, is that correct?
Richard R. Hough III
Yes, the potential for them is both where we’re the general partner that would typically be reported as equity income on the P&L. And then, we do have with respect to some outside managers the potential performance fees.
Those would be recorded on the P&L as revenue.
Steven D. Schwartz – Raymond James & Associates, Inc.
Okay, all right. Got it.
Thanks guys.
Richard R. Hough III
Sure, no problem. Thank you.
Operator
Our next question from the line of John Dunn from Sidoti. Your line is open.
Richard R. Hough III
Good morning, John.
John Dunn – Sidoti & Company
Good morning.
Richard R. Hough III
Good morning, John.
John Dunn – Sidoti & Company
Good morning. I want to follow-up on family office.
Can you just remind us of the seasonality of how are those working? Then also maybe just sort of background on how people’s use of different services change over the course of the year.
Richard R. Hough III
I don’t think there’s much seasonality at all, John, and the use of the services doesn’t really change over the year either. On the other hand, the work load for our family office group changes every time there is a tax payment due.
So they feel the pain, but not our clients. Most of the mandates in the family office size whether it’s tax planning or in particular tax prep, building [ph] and high net worth comprehensive reporting all of those things are done on a project basis, contractual basis over the course of the year.
And so you’re not seeing kind of one off projects for the most part that’s one quarter or occurs more than – more often in a one quarter versus another. It’s going to be busy obviously when it’s comes tax season but the mandate is year around one it buying larger family office services.
Family office services are used primarily by our largest clients the exception might be tax prep which any client might need and it has a very high penetration rate among the biggest relationships that we have so it’s very important for us doing the most comprehensive job possible on behalf of our clients to really arms around everything given the complicated nature of their assets as you may recall our top 50 clients have in excess of $200 million. So the services we provide there given the complexity of that level of assets is extraordinarily important but there is no seasonality to that.
John Dunn – Sidoti & Company
Okay and then I think you said in the past in the fourth quarter G&A tends to couple of little bit just based on some things like gifts and around holiday and is that true?
Richard R. Hough
Yes, with respect our audit fees we basically record the expense when the services are received so you will have given that interim and other procedures are done in the fourth quarter you will have a little bit more audit expense, although the bulk of it will hit in the first quarter.
Unidentified Analyst
Great, thank you very much.
Richard R. Hough
Sure, thank you.
Operator
[Operator Instructions]
Richard R. Hough
Okay, this is Rick Hough I don’t see any further questions. So I thank you for attending the call and look forward to speaking to you again in another quarter.
Thanks very much.
Operator
Ladies and Gentlemen, thank you for your participation on today’s conference. This now concludes the telephone program and you may all disconnect your lines.
Everyone have a great day.