10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2017

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-35733

Silvercrest Asset Management Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-5146560
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

1330 Avenue of the Americas, 38th Floor

New York, New York 10019

(Address of principal executive offices and zip code)

(212) 649-0600

(Registrant’s telephone number, including area code)

Not Applicable

(Formed name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of outstanding shares of the registrant’s Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, as of May 2, 2017 was 8,101,205 and 4,840,295, respectively.

Part I	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Financial Condition as of March 31, 2017 and December 31, 2016	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016	2
	Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2017 and 2016	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	4
	Notes to Condensed Consolidated Financial Statements as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
Part II	Other Information
Item 6.	Exhibits	43

Except where the context requires otherwise and as otherwise set forth herein, in this report, references to the “Company”, “we”, “us” or “our” refer to Silvercrest Asset Management Group Inc. (“Silvercrest”) and its consolidated subsidiary, Silvercrest L.P., the managing member of our operating subsidiary (“Silvercrest L.P.” or “SLP”). SLP is a limited partnership whose existing limited partners are referred to in this report as “principals”.

Forward-Looking Statements

This report contains, and from time to time our management may make, forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue”, the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions, may include projections of our future financial performance, future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in our business or financial results. These statements are only predictions based on our current expectations and projections about future events. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those indicated by such forward-looking statements include but are not limited to: incurrence of net losses, fluctuations in quarterly and annual results, adverse economic or market conditions, our expectations with respect to future levels of assets under management, inflows and outflows, our ability to retain clients from whom we derive a substantial portion of our assets under management, our ability to maintain our fee structure, our particular choices with regard to investment strategies employed, our ability to hire and retain qualified investment professionals, the cost of complying with current and future regulation, coupled with the cost of defending ourselves from related investigations or litigation, failure of our operational safeguards against breaches in data security, privacy, conflicts of interest or employee misconduct, our expected tax rate, and our expectations with respect to deferred tax assets, adverse effects of management focusing on implementation of a growth strategy, failure to develop and maintain the Silvercrest brand and other factors disclosed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2016 which is accessible on the SEC’s website at www.sec.gov.  We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Part I – Financial Information

Item 1. Financial Statements

Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Financial Condition

(Unaudited)

(In thousands, except share and par value data)

	March 31, 2017		December 31, 2016
Assets
Cash and cash equivalents	$	22,708	$	37,517
Investments		13		335
Receivables, net		5,779		6,270
Due from Silvercrest Funds		2,306		2,876
Furniture, equipment and leasehold improvements, net		2,411		2,411
Goodwill		25,168		25,168
Intangible assets, net		12,947		13,404
Deferred tax asset—tax receivable agreement		19,934		20,221
Prepaid expenses and other assets		4,129		4,079
Total assets	$	95,395	$	112,281
Liabilities and Equity
Accounts payable and accrued expenses	$	3,220	$	4,485
Accrued compensation		6,574		23,797
Notes payable		2,419		2,486
Deferred rent		345		436
Deferred tax and other liabilities		15,207		14,993
Total liabilities		27,765		46,197
Commitments and Contingencies (Note 10)
Equity
Preferred Stock, par value $0.01, 10,000,000 shares authorized; none issued and outstanding, as of March 31, 2017 and December 31, 2016		—		—
Class A common stock, par value $0.01, 50,000,000 shares authorized; 8,100,205 and 8,074,197 issued and outstanding, as of March 31, 2017 and December 31, 2016, respectively		81		81
Class B common stock, par value $0.01, 25,000,000 shares authorized; 4,840,295 and 4,866,303 issued and outstanding, as of March 31, 2017 and December 31, 2016, respectively		48		48
Additional Paid-In Capital		41,409		41,260
Retained earnings		6,634		5,916
Total Silvercrest Asset Management Group Inc.’s equity		48,172		47,305
Non-controlling interests		19,458		18,779
Total equity		67,630		66,084
Total liabilities and equity	$	95,395	$	112,281

See accompanying notes to condensed consolidated financial statements.

1

Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except share and per share data)

	Three months ended March 31,
	2017			2016
Revenue
Management and advisory fees	$	21,019		$	18,334
Family office services		932			929
Total revenue		21,951			19,263
Expenses
Compensation and benefits		13,080			11,442
General and administrative		4,124			4,197
Total expenses		17,204			15,639
Income before other (expense) income, net		4,747			3,624
Other (expense) income, net
Other (expense) income, net		8			8
Interest income		11			17
Interest expense		(34	)		(65	)
Total other (expense) income, net		(15	)		(40	)
Income before provision for income taxes		4,732			3,584
Provision for income taxes		1,432			1,088
Net income		3,300			2,496
Less: net income attributable to non-controlling interests		(1,613	)		(1,189	)
Net income attributable to Silvercrest	$	1,687		$	1,307
Net income per share:
Basic	$	0.21		$	0.16
Diluted	$	0.21		$	0.16
Weighted average shares outstanding:
Basic		8,078,643			7,995,720
Diluted		8,089,225			7,995,720

See accompanying notes to condensed consolidated financial statements.

2

Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(In thousands)

	Class A Common Stock Shares		Class A Common Stock Amount		Class B Common Stock Shares			Class B Common Stock Amount			Additional Paid-In Capital		Retained Earnings			Total Silvercrest Asset Management Group Inc.’s Equity			Non- controlling Interest			Total Equity
January 1, 2016		7,990	$	80		4,695		$	46		$	40,951	$	4,758		$	45,835		$	15,802		$	61,637
Distributions to partners		—		—		—			—			—		—			—			(1,375	)		(1,375	)
Repayment of notes receivable from partners		—		—		—			—			—		—			—			508			508
Equity-based compensation		—		—		5			—			—		—			—			794			794
Net Income		—		—		—			—			—		1,307			1,307			1,189			2,496
Accrued interest on notes receivable from partners		—		—		—			—			—		—			—			(15	)		(15	)
Share conversion		38		—		(38	)		(1	)		154		—			153			(154	)		(1	)
Deferred tax, net of amounts payable under tax receivable agreement		—		—		—			—			11		—			11			—			11
Dividends paid on Class A common stock - $0.12 per share		—		—		—			—			—		(959	)		(959	)		—			(959	)
March 31, 2016		8,028	$	80		4,662		$	45		$	41,116	$	5,106		$	46,347		$	16,749		$	63,096
January 1, 2017		8,074	$	81		4,866		$	48		$	41,260	$	5,916		$	47,305		$	18,779		$	66,084
Distributions to partners		—		—		—			—			—		—			—			(1,949	)		(1,949	)
Repayment of notes receivable from partners		—		—		—			—			—		—			—			346			346
Equity-based compensation		—		—		—			—			16		—			16			794			810
Net Income		—		—		—			—			—		1,687			1,687			1,613			3,300
Deferred tax, net of amounts payable under tax receivable agreement		—		—		—			—			17		—			17			—			17
Accrued interest on notes receivable from partners		—		—		—			—			—		—			—			(9	)		(9	)
Share conversion		26		—		(26	)		—			116		—			116			(116	)		—
Dividends paid on Class A common stock - $0.12 per share		—		—		—			—			—		(969	)		(969	)		—			(969	)
March 31, 2017		8,100	$	81		4,840		$	48		$	41,409	$	6,634		$	48,172		$	19,458		$	67,630

See accompanying notes to condensed consolidated financial statements.

3

Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Three months ended March 31,
	2017			2016
Cash Flows From Operating Activities
Net income	$	3,300		$	2,496
Adjustments to reconcile net income to net cash used in operating activities:
Equity-based compensation		810			772
Depreciation and amortization		665			665
Deferred rent		(91	)		(107	)
Deferred income taxes		431			367
Tax receivable agreement adjustment		122			—
Non-cash interest on notes receivable from partners		(9	)		(15	)
Distributions received from investment funds		322			1
Other		(1	)		(2	)
Cash flows due to changes in operating assets and liabilities:
Receivables and due from Silvercrest Funds		1,061			1,519
Prepaid expenses and other assets		(516	)		(556	)
Accounts payable and accrued expenses		(158	)		547
Accrued compensation		(17,223	)		(16,357	)
Interest payable on notes payable		29			53
Net cash used in operating activities		(11,258	)		(10,617	)
Cash Flows From Investing Activities
Restricted certificates of deposit and escrow	$	—		$	507
Acquisition of furniture, equipment and leasehold improvements		(93	)		(48	)
Acquisition of Cappiccille & Company, LLC		—			(148	)
Net cash (used in) provided by investing activities		(93	)		311
Cash Flows From Financing Activities
Earn-outs paid related to acquisitions completed on or after January 1, 2009	$	(756	)	$	(180	)
Repayments of notes payable		(96	)		(101	)
Payments on capital leases		(34	)		(43	)
Distributions to partners		(1,949	)		(1,375	)
Dividends paid on Class A common stock		(969	)		(959	)
Payments from partners on notes receivable		346			508
Net cash used in financing activities		(3,458	)		(2,150	)
Net decrease in cash and cash equivalents		(14,809	)		(12,456	)
Cash and cash equivalents, beginning of period		37,517			31,562
Cash and cash equivalents, end of period	$	22,708		$	19,106

	Three months ended March 31,
	2017		2016
Supplemental Disclosures of Cash Flow Information
Net cash paid during the period for:
Income taxes	$	790	$	967
Interest		1		6
Supplemental Disclosures of Non-cash Financing and Investing Activities
Recognition of deferred tax assets as a result of share conversions	$	139	$	152
Asset acquired under capital lease		163		—
Earnout accrual for acquisition of certain assets of Cappiccille & Company LLC		—		354

See accompanying notes to condensed consolidated financial statements.

4

Silvercrest Asset Management Group Inc.

Notes to Condensed Consolidated Financial Statements

As of March 31, 2017 and December 31, 2016 and for the Three Months ended March 31, 2017 and 2016

(Unaudited)

(Dollars in thousands, except per share and par value data)

1. ORGANIZATION AND BUSINESS

Silvercrest Asset Management Group Inc. (“Silvercrest”), together with its consolidated subsidiary, Silvercrest L.P., a limited partnership, (collectively the “Company”), was formed as a Delaware corporation on July 11, 2011. Silvercrest is a holding company that was formed in order to carry on the business of Silvercrest L.P., the managing member of our operating subsidiary, and its subsidiaries.  Effective on June 26, 2013, Silvercrest became the sole general partner of Silvercrest L.P. and its only material asset is the general partner interest in Silvercrest L.P., represented by 8,100,205 Class A units or approximately 63% of the outstanding interests of Silvercrest L.P.  Silvercrest controls all of the businesses and affairs of Silvercrest L.P. and, through Silvercrest L.P. and its subsidiaries, continues to conduct the business previously conducted by these entities prior to the reorganization.  

Silvercrest L.P., together with its consolidated subsidiaries (collectively “SLP”), provides investment management and family office services to individuals and families and their trusts, and to endowments, foundations and other institutional investors primarily located in the United States of America. The business includes the management of funds of funds and other investment funds, collectively referred to as the “Silvercrest Funds”.

Silvercrest L.P. was formed on December 10, 2008 and commenced operations on January 1, 2009.

On March 11, 2004, Silvercrest Asset Management Group LLC (“SAMG LLC”) acquired 100% of the outstanding shares of James C. Edwards Asset Management, Inc. (“JCE”) and subsequently changed JCE’s name to Silvercrest Financial Services, Inc. (“SFS”). On December 31, 2004, SLP acquired 100% of the outstanding shares of the LongChamp Group, Inc. (now SAM Alternative Solutions, Inc.) (“LGI”). Effective March 31, 2005, SLP entered into an Asset Contribution Agreement with and acquired all of the assets, properties, rights and certain liabilities of Heritage Financial Management, LLC (“HFM”). Effective October 3, 2008, SLP acquired 100% of the outstanding limited liability company interests of Marathon Capital Group, LLC (“MCG”) through a limited liability company interest purchase agreement dated September 22, 2008. On November 1, 2011, SLP acquired certain assets of Milbank Winthrop & Co. (“Milbank”). On April 1, 2012, SLP acquired 100% of the outstanding limited liability company interests of MW Commodity Advisors, LLC (“Commodity Advisors”). On March 28, 2013, SLP acquired certain assets of Ten-Sixty Asset Management, LLC (“Ten-Sixty”). On June 30, 2015, SLP acquired certain assets of Jamison, Eaton & Wood, Inc. (“Jamison”).  On January 11, 2016, SLP acquired certain assets of Cappiccille & Company, LLC (“Cappiccille”).  See Notes 3, 7 and 8 for additional information related to the acquisition, goodwill and intangible assets arising from these acquisitions.

Tax Receivable Agreement

In connection with the Company’s initial public offering (the “IPO”) and reorganization of SLP that were completed on June 26, 2013, Silvercrest entered into a tax receivable agreement (the “TRA”) with the partners of SLP that requires it to pay them 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that it actually realizes (or are deemed to realize in the case of an early termination payment by it, or a change in control) as a result of the increases in tax basis and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The payments to be made pursuant to the tax receivable agreement are a liability of Silvercrest and not Silvercrest L.P., and thus this liability has been recorded as an “other liability” on our Condensed Consolidated Statement of Financial Condition.  As of March 31, 2017, this liability is estimated to be $14,546 and is included in deferred tax and other liabilities in the Condensed Consolidated Statements of Financial Condition. Silvercrest expects to benefit from the remaining 15% of cash savings, if any, realized.

The TRA was effective upon the consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless Silvercrest exercises its right to terminate the TRA for an amount based on an agreed upon value of the payments remaining to be made under the agreement. The TRA will automatically terminate with respect to Silvercrest’s obligations to a partner if a partner (i) is terminated for cause, (ii) breaches his or her non-solicitation covenants with Silvercrest or any of its subsidiaries or (iii) voluntarily resigns or retires and competes with Silvercrest or any of its subsidiaries in the 12-month period following resignation of employment or retirement, and no further payments will be made to such partner under the TRA.

For purposes of the TRA, cash savings in income tax will be computed by comparing Silvercrest’s actual income tax liability to the amount of such taxes that it would have been required to pay had there been no increase in its share of the tax basis of the tangible and intangible assets of SLP.

5

Estimating the amount of payments that Silvercrest may be required to make under the TRA is imprecise by nature, because the actual increase in its share of the tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:

• the timing of exchanges of Silvercrest’s Class B units for shares of Silvercrest’s Class A common stock—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable and amortizable assets of SLP at the time of the exchanges;

• the price of Silvercrest’s Class A common stock at the time of exchanges of Silvercrest’s Class B units—the increase in Silvercrest’s share of the basis in the assets of SLP, as well as the increase in any tax deductions, will be related to the price of Silvercrest’s Class A common stock at the time of these exchanges;

• the extent to which these exchanges are taxable—if an exchange is not taxable for any reason (for instance, if a principal who holds Silvercrest’s Class B units exchanges units in order to make a charitable contribution), increased deductions will not be available;

• the tax rates in effect at the time Silvercrest utilizes the increased amortization and depreciation deductions; and

• the amount and timing of Silvercrest’s income—Silvercrest will be required to pay 85% of the tax savings, as and when realized, if any. If Silvercrest does not have taxable income, it generally will not be required to make payments under the TRA for that taxable year because no tax savings will have been actually realized.

In addition, the TRA provides that, upon certain mergers, asset sales, other forms of business combinations or other changes of control, Silvercrest’s (or its successors’) obligations with respect to exchanged or acquired Silvercrest Class B units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including that Silvercrest would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the TRA.

Decisions made by the continuing partners of SLP in the course of running Silvercrest’s business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by an exchanging or selling principal under the TRA. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the TRA and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of a principal to receive payments under the TRA.

Were the IRS to successfully challenge the tax basis increases described above, Silvercrest would not be reimbursed for any payments previously made under the TRA. As a result, in certain circumstances, Silvercrest could make payments under the TRA in excess of its actual cash savings in income tax.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of Silvercrest and SLP, including its wholly owned subsidiaries, Silvercrest Asset Management Group LLC (“SAMG”), SFS, MCG, Silvercrest Investors LLC, Silvercrest Investors II LLC and Silvercrest Investors III LLC as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016.  All intercompany transactions and balances have been eliminated.

The Condensed Consolidated Statement of Financial Condition at December 31, 2016 was derived from the audited Consolidated Statement of Financial Condition at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.  The results of operations for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2017 and 2016 or any future period.

The Condensed Consolidated Financial Statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the interim financial position and results, have been made. The Company’s Condensed Consolidated Financial Statements and the related notes should be read together with the Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

6

The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those Silvercrest Funds over which the general partner or equivalent is presumed to have control, e.g. by virtue of the limited partners not being able to remove the general partner. The initial step in the Company’s determination of whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund is a variable interest entity or a voting interest entity.

SLP then considers whether the fund is a voting interest entity (“VoIE”) in which the unaffiliated limited partners have substantive “kick-out” rights that provide the ability to dissolve (liquidate) the limited partnership or otherwise remove the general partner without cause. SLP considers the “kick-out” rights to be substantive if the general partner for the fund can be removed by the vote of a simple majority of the unaffiliated limited partners and there are no significant barriers to the unaffiliated limited partners’ ability to exercise these rights in that among other things, (1) there are no conditions or timing limits on when the rights can be exercised, (2) there are no financial or operational barriers associated with replacing the general partner, (3) there are a number of qualified replacement investment advisors that would accept appointment at the same fee level, (4) each fund’s documents provide for the ability to call and conduct a vote, and (5) the information necessary to exercise the kick-out rights and related vote are available from the fund and its administrator.

If the fund is a variable interest entity, SLP then determines whether it has a variable interest in the fund, and if so, whether SLP is the primary beneficiary. 

During the three months ended March 31, 2017 and 2016, each fund is deemed to be a VoIE and neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.

Non-controlling Interest

As of March 31, 2017, Silvercrest holds approximately 63% of the economic interests in SLP. Silvercrest is the sole general partner of SLP and, therefore, controls the management of SLP. As a result, Silvercrest consolidates the financial position and the results of operations of SLP and its subsidiaries, and records a non-controlling interest, as a separate component of equity on its Condensed Consolidated Statement of Financial Condition for the remaining economic interests in SLP. The non-controlling interest in the income or loss of SLP is included in the Condensed Consolidated Statement of Operations as a reduction or addition to net income derived from SLP.

Segment Reporting

The Company views its operations as comprising one operating segment. Each of the Company’s acquired businesses has similar economic characteristics and has been or is in the process of being fully integrated. Furthermore, our chief operating decision maker, who is the Company’s Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues, expenses and other income reported in the Condensed Consolidated Financial Statements and the accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, determination of equity-based compensation, accounting for income taxes, determination of the useful lives of long-lived assets and other matters that affect the Condensed Consolidated Financial Statements and related disclosures.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of 90 days or less when purchased to be cash equivalents.

Equity Method Investments

Entities and investments, the activities over which the Company exercises significant influence, but which do not meet the requirements for consolidation, are accounted for using the equity method of accounting, whereby the Company records its share of the underlying income or losses of these entities. Intercompany profit arising from transactions with affiliates is eliminated to the extent of its beneficial interest. Equity in losses of equity method investments is not recognized after the carrying value of an investment, including advances and loans, has been reduced to zero, unless guarantees or other funding obligations exist.

7

The Company evaluates its equity method investments for impairment, whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment when the loss in value is deemed other than temporary. The Company’s equity method investments approximate their fair value at March 31, 2017 and December 31, 2016. The fair value of the equity method investments is estimated based on the Company’s share of the fair value of the net assets of the equity method investee. No impairment charges related to equity method investments were recorded during the three months ended March 31, 2017 or 2016.

Receivables and Due from Silvercrest Funds

Receivables consist primarily of amounts for advisory fees due from clients, management fees and family office services fees, and are stated as net realizable value. The Company maintains an allowance for doubtful receivables based on estimates of expected losses and specific identification of uncollectible accounts. The Company charges actual losses to the allowance when incurred.

Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements consist primarily of furniture, fixtures and equipment, computer hardware and software and leasehold improvements and are recorded at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the assets’ estimated useful lives, which for leasehold improvements is the lesser of the lease term or the life of the asset, generally 10 years, and 3 to 7 years for other fixed assets.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration is recorded as part of the purchase price when such contingent consideration is not based on continuing employment of the selling shareholders. Contingent consideration that is related to continuing employment is recorded as compensation expense. Payments made for contingent consideration recorded as part of an acquisition’s purchase price are reflected as financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.

The Company remeasures the fair value of contingent consideration at each reporting period using a probability-adjusted discounted cash flow method based on significant inputs not observable in the market and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings. Contingent consideration payments that exceed the acquisition date fair value of the contingent consideration are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows.

The excess of the purchase price over the fair value of the identifiable assets acquired, including intangibles, and liabilities assumed is recorded as goodwill. The Company generally uses valuation specialists to perform appraisals and assist in the determination of the fair values of the assets acquired and liabilities assumed. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the assets and liabilities. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill and Intangible Assets

Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is not amortized and is generally evaluated for impairment using a two-step process that is performed at least annually, or whenever events or circumstances indicate that impairment may have occurred.

The Company accounts for Goodwill under Accounting Standard Codification (“ASC”) No. 350, “Intangibles - Goodwill and Other,” which provides an entity the option to first perform a qualitative assessment of whether a reporting unit’s fair value is more likely than not less than its carrying value, including goodwill. In performing its qualitative assessment, an entity considers the extent to which adverse events or circumstances identified, such as changes in economic conditions, industry and market conditions or entity specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If an entity concludes that the fair value of a reporting unit is more likely than not less than its carrying amount, the entity is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and, accordingly, measure the amount, if any, of goodwill impairment loss to be recognized for that reporting unit. The Company utilized this option when performing its annual impairment assessment in 2016 and 2015, and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.

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The Company has one reporting unit at March 31, 2017 and December 31, 2016. No goodwill impairment charges were recorded during the three months ended March 31, 2017 and 2016.

Identifiable finite-lived intangible assets are amortized over their estimated useful lives ranging from 3 to 20 years. The method of amortization is based on the pattern over which the economic benefits, generally expected undiscounted cash flows, of the intangible asset are consumed. Intangible assets for which no pattern can be reliably determined are amortized using the straight-line method. Intangible assets consist primarily of the contractual right to future management, advisory and performance fees from customer contracts or relationships.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount of the asset may not be recoverable. In connection with such review, the Company also reevaluates the periods of depreciation and amortization for these assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value.

Partner Distributions

Partner incentive allocations, which are determined by the general partner, can be formula-based or discretionary. Partner incentive allocations are treated as compensation expense and recognized in the period in which they are earned. In the event there is insufficient distributable cash flow to make incentive distributions, the general partner in its sole and absolute discretion may determine not to make any distributions called for under the partnership agreement. The remaining net income or loss after partner incentive allocations is generally allocated to unit holders based on their pro rata ownership.

Redeemable Partnership Units

If a principal of SLP is terminated for cause, SLP has the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees or (ii) the purchase price paid by the terminated principal to first acquire the Class B units.

SLP also makes distributions to its partners of various nature including incentive payments, profit distributions and tax distributions.  The profit distributions and tax distributions are accounted for as equity transactions.

Class A Common Stock

The Company’s Class A stockholders are entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. Also, Class A stockholders are entitled to receive dividends, when and if declared by the Company’s board of directors, out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Dividends consisting of shares of Class A common stock may be paid only as follows: (i) shares of Class A common stock may be paid only to holders of shares of Class A common stock and (ii) shares will be paid proportionately with respect to each outstanding share of the Company’s Class A common stock. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to holders of preferred stock having a liquidation preference, if any, the Class A stockholders will be entitled to share ratably in the Company’s remaining assets available for distribution to Class A stockholders. Class B units of SLP held by principals will be exchangeable for shares of the Company’s Class A common stock, on a one-for-one basis, subject to customary adjustments for share splits, dividends and reclassifications.

Class B Common Stock

Shares of the Company’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, the Company will issue the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of the Company’s Class B common stock will be redeemed for its par value and cancelled by the Company if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP and the terms of the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”). The Company’s Class B stockholders will be entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. The Company’s Class B stockholders will not participate in any dividends declared by the Company’s board of directors. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of its assets, Class B stockholders only will be entitled to receive the par value of the Company’s Class B common stock.

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Revenue Recognition

Revenue is recognized ratably over the period in which services are performed. Revenue consists primarily of investment advisory fees, family office services fees and fund management fees. Investment advisory fees, which are earned pursuant to the terms of the underlying advisory contract, are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter, based on a contractually specified percentage of the assets managed. For investment advisory fees billed in advance, the value of assets managed is determined based on the value of the customer’s account as of the last trading day of the preceding quarter. For investment advisory fees billed in arrears, the value of assets managed is determined based on the value of the customer’s account on the last day of the quarter being billed. Family office services fees are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter based on a contractual percentage of the assets managed or based on a fixed fee arrangement. Management fees from proprietary and non-proprietary funds are calculated as a percentage of net asset values measured at the beginning of a month or quarter or at the end of a quarter, depending on the fund.

The Company accounts for performance based revenue in accordance with ASC No. 605-20-S99, “Accounting for Management Fees Based on a Formula”, by recognizing performance fees and allocations as revenue only when it is certain that the fee income is earned and payable pursuant to the relevant agreements, and no contingencies remain. Performance fee contingencies are typically resolved at the end of each annual period. In certain arrangements, the Company is only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets.

Equity-Based Compensation

Equity-based compensation cost relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed ratably over the requisite service period, net of estimated forfeitures. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeiture assumptions may affect the timing of the total amount of expense recognized over the vesting period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that have the potential to be settled in cash at the election of the employee or prior to the reorganization related to redeemable partnership units are classified as liabilities (“Liability Awards”) and are adjusted to fair value at the end of each reporting period.

Leases

The Company expenses the net lease payments associated with operating leases on a straight-line basis over the respective lease term, including any rent-free periods. Leasehold improvements are recorded at cost and are depreciated using the straight-line method over the lesser of the estimated useful lives of the improvements (generally 10 years) or the remaining lease term.

Income Taxes

Silvercrest and SFS are subject to federal and state corporate income tax, which requires an asset and liability approach to the financial accounting and reporting of income taxes. SLP is not subject to federal and state income taxes, since all income, gains and losses are passed through to its partners. SLP is, however, subject to New York City unincorporated business tax. With respect to the Company’s incorporated entities, the annual tax rate is based on the income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Judgment is required in determining the tax expense and in evaluating tax positions. The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the Condensed Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.

The Company derecognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

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Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.” ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP.  Originally, ASU No. 2014-09, as amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, was to become effective on January 1, 2017, but the effective date has been deferred for one year. Early adoption is permitted as of the original effective date. The new standard permits the use of either the retrospective or cumulative effect transition method. The new standard will require additional disclosures to provide better clarity about the nature, timing and potential uncertainties of the revenue that is recognized.  The Company is evaluating the effect that ASU No. 2014-09 will have on the Condensed Consolidated Financial Statements and related disclosures. The Company has not yet selected a transition method nor determined the impact of adoption of this standard on its Condensed Consolidated Financial Statements.  The Company plans on using the cumulative effect method upon adoption of this guidance, which is expected to result in an increase in the revenue disclosures in the Condensed Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments—Overall (Topic 825-10): "Recognition and Measurement of Financial Assets and Financial Liabilities." Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments.  Some of the amendments in ASU 2016-01 include the following: (1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (3) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (4) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value, among others. ASU 2016-01 will be effective on January 1, 2018. The Company is in the process of evaluating the impact of adoption of this guidance on its Condensed Consolidated Financial Statements. 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This amendment introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current lease accounting model. This amendment is effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.  However, the Company expects the adoption of this guidance will result in an increase to its assets and liabilities as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations.

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, “Accounting for Credit Losses” which amends the Board’s guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. This amendment is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, “Cash Flow Classification” which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

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In October 2016, the FASB issued ASU 2016-17, “Interests Held Through Related Parties That Are Under Common Control” which alters how a decision maker needs to consider indirect interests in a variable interest entity (VIE) held through an entity under common control. The new guidance amends ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, issued in February 2015. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash” which requires that a statement of cash flows explain the change during a reporting period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In December 2016, the FASB issued ASU 2016-19, “Technical Corrections and Improvements” which amends a number of Topics in the FASB Accounting Standards Codification. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In January 2017, The FASB issued ASU 2017-01, “Business Combinations (Topic 85): Clarifying the Definition of a Business”.  The amendments is this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses.  ASU 2017-01 will be effective for the Company in fiscal year 2019 and interim reporting periods within that year.  Early adoption is permitted for transactions that have not been reported in financial statements that have been issued or made available for issuance.  The Company expects the adoption of this guidance will not have a material effect on its Condensed Consolidated Financial Statements.

In January 2017, The FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”.  ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment testing.  An entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.  Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.  The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  An entity has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.  ASU 2017-04 will be effective for the Company in fiscal year 2021 and interim reporting periods within that year.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January, 1, 2017.  The Company expects the adoption of this guidance will not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. The ASU conforms the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard (ASC 606, as amended).  Subtopic 610-20 was issued as part of the new revenue standard. It provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. The new guidance defines “in substance nonfinancial assets,” unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The amendments are effective for annual periods beginning after December 15, 2017 with early adoption permitted. Transition can use either the full retrospective approach or the modified retrospective approach. The Company expects the adoption of this guidance will not have a material effect on the on the Company’s Condensed Consolidated Financial Statements.

3. ACQUISITIONS

Cappiccille:

On December 15, 2015, the Company executed an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, SLP, SAMG LLC (the “Buyer”) and Cappiccille & Company, LLC, a Delaware limited liability company (“Cappiccille” or the “Seller”), and Michael Cappiccille (the “Principal”), to acquire certain assets of Cappiccille.  The transaction contemplated by the Asset Purchase Agreement closed on January 11, 2016 and is referred to herein as the “Cappiccille Acquisition”.

Pursuant to the terms of the Asset Purchase Agreement, SAMG LLC acquired (i) substantially all of the business and assets of the Seller, a provider of tax services, including goodwill and the benefit of the amortization of goodwill related to such assets, and (ii) the personal goodwill of the Principal. In consideration of the purchased assets and goodwill, SAMG LLC paid to the Seller and the Principal an aggregate purchase price consisting of a cash payment of $148. The Company determined that the acquisition-date fair value of the contingent consideration was $354, based on the likelihood that the financial and performance targets described in the

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Asset Purchase Agreement will be achieved.  SAMG LLC will make earnout payments to the Principal as soon as practicable following December 31, 2016, 2017, 2018, 2019, and during 2020, in an amount equal to 19% of the revenue attributable to the business and assets of Cappiccille, based on revenue gained or lost post-transaction during the twelve months ended on the applicable determination date, except that the earnout payment for 2016 shall be equal to 19% of the revenue attributable to the Cappiccille for the period between the closing date of the Cappiccille Acquisition and December 31, 2016 and the earnout payment for 2020 shall be equal to 19% of the revenue attributable to the Cappiccille Acquisition for the period between January 1, 2020 and the fifth anniversary of the closing date of the Cappiccille Acquisition.  The estimated fair value of contingent consideration is recognized at the date of acquisition, and adjusted for changes in facts and circumstances until the ultimate resolution of the contingency. Changes in the fair value of contingent consideration are reflected as a component of general and administrative expenses in the Condensed Consolidated Statement of Operations. The fair value of the contingent consideration was based on discounted cash flow models using projected revenue for each earnout period. The discount rate applied to the projected revenue was determined based on the weighted average cost of capital for the Company and took into account that the overall risk associated with the payments was similar to the overall risks of the Company as there is no target, floor or cap associated the contingent payments.  The Company has a liability of $238 and $354 related to earnout payments to be made in conjunction with the Cappiccille Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition as of March 31, 2017 and December 31, 2016, respectively, for contingent consideration.

Jamison:

On March 30, 2015, the Company executed an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, SLP, SAMG LLC (the “Buyer”) and Jamison Eaton & Wood, Inc., a New Jersey corporation (“Jamison” or the “Seller”), and Keith Wood, Ernest Cruikshank, III, William F. Gadsden and Frederick E. Thalmann, Jr., each such individual a principal of Jamison (together, the “Principals of Jamison”), to acquire certain assets of Jamison.  The transaction contemplated by the Asset Purchase Agreement closed on June 30, 2015 and is referred to herein as the “Jamison Acquisition”.

Pursuant to the terms of the Asset Purchase Agreement, SAMG LLC acquired (i) substantially all of the business and assets of the Seller, an investment adviser, including goodwill and the benefit of the amortization of goodwill related to such assets, and (ii) the personal goodwill of the Principals of Jamison. In consideration of the purchased assets and goodwill, SAMG LLC paid to the Seller and the Principals of Jamison an aggregate purchase price consisting of (1) cash payments in the aggregate amount of $3,550 (the “Closing Cash Payment”), (2) a promissory note issued to the Seller in the principal amount of $394, with an interest rate of 5% per annum (the “Seller Note”), (3) promissory notes in varying amounts issued to each of the Principals of Jamison for an aggregated total amount of $1,771, each with an interest rate of 5% per annum (together, the “Principals of Jamison Notes”) and (4) Class B units of SLP (the “Class B Units”) issued to the Principals of Jamison with a value equal to $3,562 and an equal number of shares of Class B common stock of the Company, having voting rights but no economic interest (together, the “Equity Consideration”). The Company determined that the acquisition-date fair value of the contingent consideration was $1,429, based on the likelihood that the financial and performance targets described in the Asset Purchase Agreement will be achieved.  SAMG LLC will make earnout payments to the Principals of Jamison as soon as practicable following December 31, 2015, 2016, 2017, 2018, 2019 and during 2020, in an amount equal to 20% of the EBITDA attributable to the business and assets of Jamison (the “Jamison Business”), based on revenue gained or lost post-transaction during the twelve months ended on the applicable determination date, except that the earnout payment for 2015 shall be equal to 20% of the EBITDA attributable to the Jamison Business for the period between the closing date of the Jamison Acquisition and December 31, 2015 and the earnout payment for 2020 shall be equal to 20% of the EBITDA attributable to the Jamison Business for the period between January 1, 2020 and the fifth anniversary of the closing date of the Jamison Acquisition.  The estimated fair value of contingent consideration is recognized at the date of acquisition, and adjusted for changes in facts and circumstances until the ultimate resolution of the contingency. Changes in the fair value of contingent consideration are reflected as a component of general and administrative expenses in the Condensed Consolidated Statement of Operations. The fair value of the contingent consideration was based on discounted cash flow models using projected EBITDA for each earnout period. The discount rate applied to the projected EBITDA was determined based on the weighted average cost of capital for the Company and took into account that the overall risk associated with the payments was similar to the overall risks of the Company as there is no target, floor or cap associated the contingent payments.  The Company has a liability of $898 and $1,242 as of March 31, 2017 and December 31, 2016, respectively, related to earnout payments to be made in conjunction with the Jamison Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition for contingent consideration.

In connection with their receipt of the Equity Consideration, the Principals of Jamison became subject to the rights and obligations set forth in the limited partnership agreement of SLP and are entitled to distributions consistent with SLP’s distribution policy.  In addition, the Principals of Jamison became parties to the Exchange Agreement, which governs the exchange of Class B Units for Class A common stock of the Company, the Resale and Registration Rights Agreement, which provides the Principals of Jamison with liquidity with respect to shares of Class A common stock of the Company received in exchange for Class B Units, and the TRA of the Company, which entitles the Principals of Jamison to share in a portion of the tax benefit received by the Company upon the exchange of Class B Units for Class A common stock of the Company.

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The Asset Purchase Agreement includes customary representations, warranties and covenants.

The strategic acquisition of Jamison, a long-standing and highly regarded investment boutique, strengthens the Company’s presence in the greater New York market and the Company gains investment managers that have significantexperience and knowledge of the industry.  Jamison’s clients will gain access to the Company’s complete investment management, wealth planning and reporting capabilities, including proprietary value equity and fixed income disciplines and alternative investment advisory services.

The Company believes the recorded goodwill is supported by the anticipated revenues and expected synergies of integrating the operations of Jamison into the Company.  The goodwill is expected to be deductible for tax purposes.

Ten-Sixty:

On March 28, 2013, SLP executed an asset purchase agreement with and closed the related transaction to acquire certain assets of Ten-Sixty. Ten-Sixty was a registered investment adviser that advised on approximately $1,900,000 of assets primarily on behalf of institutional clients. This strategic acquisition enhanced the Company’s hedge fund and investment manager due diligence capabilities, risk management analysis and reporting, and enhanced its institutional business. Under the terms of the Asset Purchase Agreement, SLP paid cash consideration at closing of $2,500 and issued a promissory note to Ten-Sixty in the principal amount of $1,479 subject to adjustment. The principal amount of the promissory note was paid in two initial installments of $218 each on April 30, 2013 and December 31, 2013 and then quarterly installments from June 30, 2014 through March 31, 2017 of $87 each. The principal amount outstanding under this note bears interest at the rate of five percent per annum.  As of March 31, 2017 and December 31, 2016, $0 and $95, respectively, remained outstanding on the note payable related to the Ten-Sixty acquisition.

Milbank:

On November 1, 2011, SAMG LLC executed an asset purchase agreement to acquire certain assets of Milbank.  The Company has a liability of $0 and $303 as of March 31, 2017 and December 31, 2016, respectively, related to earn-outs payable to Milbank included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition for contingent consideration.

4.INVESTMENTS AND FAIR VALUE MEASUREMENTS

Investments

Investments include $13 and $335 as of March 31, 2017 and December 31, 2016, respectively, representing the Company’s interests in the Silvercrest Funds which have been established and managed by the Company and its affiliates. The Company’s financial interest in these funds can range in amounts up to 2% of the net assets of the funds. Despite the Company’s insignificant financial interest, the Company applies the equity method to account for its interests in affiliated investment funds because it exercises significant influence over these funds as the Company typically serves as the general partner, managing member or equivalent for these funds. During 2007, the Silvercrest Funds granted rights to the unaffiliated investors in each respective fund to provide that a simple majority of the fund’s unaffiliated investors will have the right, without cause, to remove the general partner or equivalent of that fund or to accelerate the liquidation date of that fund in accordance with certain procedures. At March 31, 2017 and 2016, the Company determined that none of the Silvercrest Funds were required to be consolidated. The Company’s involvement with these entities began on the dates that they were formed, which range from July 2003 to July 2014.

Fair Value Measurements

GAAP establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in an orderly market generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

• Level I: Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments in Level I include listed equities and listed derivatives.

• Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in Level II include corporate bonds and loans, less liquid and restricted equity securities, certain over-the counter derivatives, and certain fund of hedge funds investments in which the Company has the ability to redeem its investment at net asset value at, or within three months of, the reporting date.

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• Level III: Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in Level III generally include general and limited partnership interests in private equity and real estate funds, credit-oriented funds, certain over-the-counter derivatives, funds of hedge funds which use net asset value per share to determine fair value in which the Company may not have the ability to redeem its investment at net asset value at, or within three months of, the reporting date, distressed debt and non-investment grade residual interests in securitizations and collateralized debt obligations.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

At March 31, 2017 and December 31, 2016, the Company did not have any financial assets or liabilities that are recorded at fair value on a recurring basis.

At March 31, 2017 and December 31, 2016, financial instruments that are not held at fair value are categorized in the table below:

	March 31, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
Financial Assets:
Cash	$	22,708	$	22,708	$	37,517	$	37,517
Investments	$	13	$	13	$	335	$	335		N/A	(1)
Financial liabilities:
Notes Payable	$	2,419	$	2,419	$	2,486	$	2,486		Level 2	(2)

(1) Investments consist of the Company’s equity method investments in affiliated investment funds which have been established and managed by the Company and its affiliates.  Fair value of investments is based on the net asset value of the affiliated investment funds which is a practical expedient for fair value, which is not included in the fair value hierarchy under GAAP.

(2) The carrying value of notes payable and borrowings under the revolving credit agreement approximates fair value, which is determined based on interest rates currently available to the Company for similar debt.

5. RECEIVABLES, NET

The following is a summary of receivables as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Management and advisory fees receivable	$	3,762		$	4,369
Unbilled receivables		2,636			2,552
Other receivables		2			2
Receivables		6,400			6,923
Allowance for doubtful receivables		(621	)		(653	)
Receivables, net	$	5,779		$	6,270

6. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

The following is a summary of furniture, equipment and leasehold improvements, net as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Leasehold improvements	$	3,920		$	3,915
Furniture and equipment		5,968			5,802
Artwork		466			466
Total cost		10,354			10,183
Accumulated depreciation and amortization		(7,943	)		(7,772	)
Furniture, equipment and leasehold improvements, net	$	2,411		$	2,411

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Depreciation expense for the three months ended March 31, 2017 and 2016 was $208 and $179, respectively.  

7. GOODWILL

The following is a summary of the changes to the carrying amount of goodwill for the three months ended March 31, 2017 and the year ended December 31, 2016:

	March 31, 2017			December 31, 2016
Beginning
Gross balance	$	42,583		$	42,097
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance		25,168			24,682
Acquisition of Cappiccille		─			486
Ending
Gross balance		42,583			42,583
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance	$	25,168		$	25,168

8. INTANGIBLE ASSETS, NET

The following is a summary of intangible assets as of March 31, 2017 and December 31, 2016:

	Customer Relationships			Other Intangible Assets			Total
Cost
Balance, January 1, 2017	$	22,560		$	2,467		$	25,027
Balance, March 31, 2017		22,560			2,467			25,027
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2017		(9,721	)		(1,902	)		(11,623	)
Amortization expense		(412	)		(45	)		(457	)
Balance, March 31, 2017		(10,133	)		(1,947	)		(12,079	)
Net book value	$	12,427		$	520		$	12,947
Cost
Balance, January 1, 2016	$	22,560		$	2,467		$	25,027
Balance, December 31, 2016		22,560			2,467			25,027
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2016		(8,062	)		(1,634	)		(9,696	)
Amortization expense		(1,659	)		(268	)		(1,927	)
Balance, December 31, 2016		(9,721	)		(1,902	)		(11,623	)
Net Book Value	$	12,839		$	565		$	13,404

Amortization expense related to intangible assets was $457 and $486 for the three months ended March 31, 2017 and 2016, respectively.    

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Amortization related to the Company’s finite life intangible assets is scheduled to be expensed over the next five years and thereafter as follows:

2017 (remainder of)	$	1,369
2018		1,685
2019		1,390
2020		1,299
2021		1,196
Thereafter		6,008
Total	$	12,947

9. DEBT

Credit Facility

On June 24, 2013, the subsidiaries of SLP entered into a $15,000 credit facility with City National Bank. The subsidiaries of SLP are the borrowers under such facility and SLP guarantees the obligations of its subsidiaries thereunder. The credit facility is secured by certain assets of SLP and its subsidiaries. The credit facility consists of a $7,500 delayed draw term loan that matures on June 24, 2020 and a $7,500 revolving credit facility that matured on December 24, 2016. As of December 23, 2016, the revolving credit facility was extended for one year.  The loan bears interest at either (a) the higher of the prime rate plus a margin of 0.05 percentage points and 2.5% or (b) the LIBOR rate plus 3 percentage points, at the borrowers’ option. On June 28, 2013, the borrowers borrowed $7,000 on the revolving credit loan. As of March 31, 2017 and December 31, 2016, no amount has been drawn on the term loan credit facility and the borrowers may draw up to the full amount of the term loan through June 25, 2018. Borrowings under the term loan on or prior to June 24, 2015 were payable in 20 equal quarterly installments. Borrowings under the term loan after June 24, 2015 are payable in equal quarterly installments through the maturity date. The credit facility contains restrictions on, among other things, (i) incurrence of additional debt, (ii) creating liens on certain assets, (iii) making certain investments, (iv) consolidating, merging or otherwise disposing of substantially all of our assets, (v) the sale of certain assets, and (vi) entering into transactions with affiliates. In addition, the credit facility contains certain financial covenants including a test on discretionary assets under management, maximum debt to EBITDA and a fixed charge coverage ratio. The credit facility contains customary events of default, including the occurrence of a change in control which includes a person or group of persons acting together acquiring more than 30% of the total voting securities of Silvercrest.

As of March 31, 2017 and December 31, 2016, the Company did not have any outstanding borrowings under the revolving credit facility.

Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the three months ended March 31, 2017 and 2016 was $4 and $12, respectively.

Notes Payable

The following is a summary of notes payable:

	March 31, 2017
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	1,443
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		895
Interest payable					81
Total, March 31, 2017				$	2,419

	December 31, 2016
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	1,538
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		895
Interest payable					53
Total, December 31, 2016				$	2,486

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The carrying value of notes payable approximates fair value. The fixed rate notes, which are related to the Jamison and Ten-Sixty acquisitions, approximate fair value based on interest rates currently available to the Company for similar debt.  The variable rate notes are based on the U.S. Prime Rate.

As of March 31, 2017, future principal amounts payable under the fixed and variable rate notes are as follows:

2017 (remainder of)	$	1,616
2018		722
Total	$	2,338

On June 3, 2013, Silvercrest redeemed units from two of our former principals. In conjunction with this redemption, Silvercrest issued promissory notes in an aggregate principal amount of approximately $5,300, subject to downward adjustments to the extent of any breach by the holders of such notes. The principal amounts of the notes were originally payable in four equal annual installments on each of June 3, 2014, 2015, 2016 and 2017. The principal amount outstanding under these notes bears interest at the U.S. Prime Rate plus 1% in effect at the time payments are due. Silvercrest elected not to make the June 3, 2014 payment as it was being assessed as to whether the former principals had complied with the note covenants and whether any reduction to these notes should be made.  In October 2014, certain reductions totaling $1,722 were agreed to, based upon a review of the note covenants.  As a result, the principal amounts of the notes of $3,578 became payable in four equal installments of approximately $900 on November 1, 2014, and on each of August 1, 2015, 2016 and 2017.  As of March 31, 2017 and December 31, 2016, $895 and $895, respectively, remained outstanding on the notes and accrued but unpaid interest on the notes was approximately $27 and $17, respectively.  

On June 30, 2015, Silvercrest issued promissory notes in an aggregate principal amount of approximately $2,165 in connection with the Jamison Acquisition.  The principal amount outstanding under the notes bears interest at 5% per annum.  The principal amounts of the notes are payable in three equal installments of approximately $722 on each of June 30, 2016, 2017 and 2018.  As of March 31, 2017 and December 31, 2016, $1,443 and $1,443, respectively, remained outstanding on the note and accrued but unpaid interest on the notes was approximately $54 and $36, respectively.

10. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office space pursuant to operating leases that are subject to specific escalation clauses. Rent expense charged to operations for the three months ended March 31, 2017 and 2016 amounted to $954 and $964, respectively. The Company received sub-lease income from subtenants during the three months ended March 31, 2017 and 2016 of $67 and $100, respectively. Therefore, for the three months ended March 31, 2017 and 2016, net rent expense amounted to $887 and $864, respectively, and is included in general and administrative expenses in the Condensed Consolidated Statement of Operations.  

As security for performance under the leases, the Company is required to maintain letters of credit in favor of the landlord totaling $506 as of March 31, 2017 and December 31, 2016.  Furthermore, the Company maintains an $80 letter of credit in favor of its Boston landlord. Both are collateralized by the Company’s revolving credit facility with City National Bank.

In March 2014, the Company entered into a lease agreement for additional office space in Richmond, VA.  The lease commenced on May 1, 2014 and expires July 31, 2019. The lease is subject to escalation clauses and provides for a rent-free period of three months.  Monthly rent expense is $5.  The Company paid a refundable security deposit of $3.  In September 2016, the Company entered into Lease Amendment Number One (“Amendment Number One”) to expand its space and extend its lease.  This expansion will occur on or about October 1, 2017, and the lease is extended to November 30, 2024.  The amended lease provides for a rent credit of $40,000.  Monthly rent expense under the amended lease is $10.  

In June 2015, the Company entered into a lease agreement for office space in Charlottesville, VA.  The lease commenced on June 30, 2015 and expires on June 30, 2018.  The lease is subject to escalation clauses and provides for a rent-free period of two months.  Monthly rent expense is $2.  The Company paid a refundable security deposit of $2.

In connection with the Jamison Acquisition, the Company assumed lease agreements for office space in Bedminster and Princeton, NJ.  The Bedminster lease, as extended, expires on March 31, 2022.  Monthly rent expense on this lease is $11.  The Princeton lease, as extended, expired on April 30, 2016.  Monthly rent expense on this lease was $5.  Both leases are subject to escalation clauses, and the Bedminster lease provides for a rent-free period of four months.

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In December 2015, the Company extended its lease related to its New York City office space.  The amended lease commences on October 1, 2017 and expires on September 30, 2028.  The lease is subject to escalation clauses, and provides for a rent-free period of twelve months and for tenant improvements of up to $2,080.  Monthly rent under this extension will be $446.

In January 2016, the Company entered into a lease agreement for office space in Princeton, NJ.  The lease commenced April 23, 2016 and expires on August 31, 2022.  This lease replaces the Princeton lease discussed above that expired on April 30, 2016.  Monthly rent expense on this lease is $6.  The lease is subject to escalation clauses, and provides for a rent-free period of five months.

With the Cappiccille Acquisition, the Company assumed a lease agreement for office space in Livingston, NJ.  The lease is month-to-month.  Monthly rent expense is $2.

Future minimum lease payments and rentals under lease agreements which expire through 2028 are as follows:

	Minimum Lease Commitments		Non-cancellable Subleases			Minimum Net Rentals
Remainder of 2017	$	2,085	$	(148	)	$	1,937
2018		1,683		(1	)		1,682
2019		5,743		—			5,743
2020		5,750		—			5,750
2021		5,757		—			5,757
Thereafter		38,460		—			38,460
Total	$	59,478	$	(149	)	$	59,329

The Company has capital leases for certain office equipment. The Company entered into a capital lease agreement for a telephone system during 2014.  The amount financed was $321 and the lease has a term of five years, which began on March 1, 2014.   Monthly minimum lease payments are $5, and continue through November 30, 2018.   On June 30, 2015, the Company assumed certain capital leases for equipment totaling $253 as part of the Jamison Acquisition.  In July 2015, the Company entered into a capital lease for a copier.  The amount financed was $21 and the lease has a term of three years, which began on July 1, 2015.  Monthly minimum lease payments are $1, and continue through June 30, 2018.  In October 2015, the Company entered in a capital lease for a copier.  The amount financed was $18 and the lease has a term of three years, which began on November 1, 2015.  Monthly minimum lease payments are $1, and continue through October 31, 2018.  In January 2017, the Company entered into a capital lease agreement for a copier.  The amount financed was $11 and the lease has a term of two years, which began on January 1, 2017.  Monthly minimum lease payments are $1, and continue through December 31, 2018.  In January 2017, the Company entered into a capital lease agreement for two copiers.  The amount financed was $152 and the lease has a term of five years, which began on February 1, 2017.  Monthly minimum lease payments are $3, and continue through January 31, 2022.  The aggregate principal balance of capital leases was $353 and $267 as of March 31, 2017 and December 31, 2016, respectively.

The assets relating to capital leases that are included in equipment as of March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017			December 31, 2016
Capital lease assets included in furniture and equipment	$	702		$	625
Capital lease assets included in software		58			58
Less: Accumulated depreciation and amortization		(375	)		(374	)
	$	385		$	309

Depreciation expense relating to capital lease assets was $38 and $31 for the three months ended March 31, 2017 and 2016, respectively.    

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Future minimum lease payments under capital leases are as follows:

	Future Minimum Lease Commitments
Remainder of 2017	$	120
2018		131
2019		41
2020		32
2021		28
2022		1
Total	$	353

11. EQUITY

SLP historically made, and will continue to make, distributions of its net income to the holders of its partnership units for income tax purposes as required under the terms of its Second Amended and Restated Limited Partnership Agreement and also made, and will continue to make, additional distributions of net income under the terms of its Second Amended and Restated Limited Partnership Agreement. Partnership distributions totaled $1,949 and $1,375, for the three months ended March 31, 2017 and 2016, respectively.    Distributions are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition.

Pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, as amended and restated, partner incentive allocations are treated as distributions of net income. The remaining net income or loss after partner incentive allocations was generally allocated to the partners based on their pro rata ownership. Net income allocation is subject to the recovery of the allocated losses of prior periods. Distributions of partner incentive allocations of net income for the three months ended March 31, 2017 and 2016 amounted to $21,177 and $18,827, respectively. The distributions are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Equity for the three months ended March 31, 2017 and 2016.  The Company treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned. During the three months ended March 31, 2017 and 2016, SLP accrued partner incentive allocations of $5,651 and $4,422, respectively.    

Silvercrest—Equity

Silvercrest has the following authorized and outstanding equity:

	Shares at March 31, 2017
	Authorized		Outstanding		Voting Rights	Economic Rights
Common shares
Class A, par value $0.01 per share		50,000,000		8,100,205	1 vote per share (1), (2)	All (1), (2)
Class B, par value $0.01 per share		25,000,000		4,840,295	1 vote per  share (3), (4)	None (3), (4)
Preferred shares
Preferred stock, par value $0.01 per share		10,000,000		—	See footnote (5) below	See footnote (5) below

(1) Each share of Class A common stock is entitled to one vote per share. Class A common stockholders have 100% of the rights of all classes of Silvercrest’s capital stock to receive dividends.

(2) During 2016, Silvercrest granted 10,582 restricted stock units which will vest and settle in the form of Class A shares of Silvercrest.

(3) Each share of Class B common stock is entitled to one vote per share.

(4) Each Class B unit of SLP held by a principal is exchangeable for one share of the Company’s Class A common stock. The principals collectively hold 4,840,295 Class B units, which represent the right to receive their proportionate share of the distributions made by SLP, and 728,674 restricted stock units which will vest and settle in the form of Class B units of SLP. The 728,674 restricted stock units which have been issued to our principals entitle the holders thereof to participate in distributions from SLP as if the underlying Class B units are outstanding and thus are taken into account to determine the economic interest of each holder of units in SLP. However, because the Class B units underlying the restricted stock units have not been issued and are not deemed outstanding, the holders of restricted stock units have no voting rights with respect to those Class B units. Silvercrest will not issue shares of Class B common stock in respect of restricted stock units of SLP until such time that the underlying Class B units are issued.

(5) Silvercrest’s board of directors has the authority to issue preferred stock in one or more classes or series and to fix the rights, preferences, privileges and related restrictions, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, or the designation of the class or series, without the approval of its stockholders.

20

Silvercrest is dependent on cash generated by SLP to fund any dividends. Generally, SLP will distribute its profits to all of its partners, including Silvercrest, based on the proportionate ownership each holds in SLP. Silvercrest will fund dividends to its stockholders from its proportionate share of those distributions after provision for its income taxes and other obligations.

During the three months ended March 31, 2017, Silvercrest issued the following shares:

Class A Common Stock

	Transaction	# of
	Date	Shares
Class A common stock outstanding - January 1, 2017			8,074,197
Issuance of Class A common Stock upon conversion of Class B units to Class A common stock	March 2017		26,008
Class A common shares outstanding – March 31, 2017			8,100,205

Class B Common Stock

	Transaction	# of
	Date	Shares
Class B common stock outstanding - January 1, 2017			4,866,303
Cancellation of Class B common stock upon conversion of Class B units to Class A common stock	March 2017		(26,008	)
Class B common shares outstanding – March 31, 2017			4,840,295

In March 2017, the Company redeemed from certain existing partners 26,008 shares of Class B common stock in connection with the exchange of a like number of Class B units to Class A common stock pursuant to the resale and registration rights agreement between the Company and its principals.

The total amount of shares of Class B common stock outstanding and held by principals equals the number of Class B units those individuals hold in SLP. Shares of Silvercrest’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, Silvercrest will issue to the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of Silvercrest’s Class B common stock will be redeemed for its par value and cancelled by Silvercrest if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP, the terms of the 2012 Equity Incentive Plan of Silvercrest, or otherwise.

12. NOTES RECEIVABLE FROM PARTNERS

Partner contributions to SLP are made in cash, in the form of five or six year interest-bearing promissory notes and/or in the form of nine year interest-bearing limited recourse promissory notes. Limited recourse promissory notes were issued in January 2008 and August 2009 with interest rates of 3.53% and 2.77%, respectively. The recourse limitation includes a stated percentage of the initial principal amount of the limited recourse note plus a stated percentage of the accreted principal amount as of the date upon which all amounts due are paid in full plus all costs and expenses required to be paid by the borrower and all amounts required to be paid pursuant to a pledge agreement associated with each note issued. Certain notes receivable are payable in annual installments and are collateralized by SLP’s units that are purchased with the note. Notes receivable from partners are reflected as a reduction of non-controlling interests in the Condensed Consolidated Statements of Financial Condition.

Notes receivable from partners are as follows for the three months ended March 31, 2017 and the year ended December 31, 2016:

	March 31, 2017			December 31, 2016
Beginning balance	$	2,085		$	2,789
New note receivable issued to a partner		—			120
Repayment of notes		(346	)		(880	)
Interest accrued and capitalized on notes receivable		9			56
Ending balance	$	1,748		$	2,085

21

Full recourse notes receivable from partners as of March 31, 2017 and December 31, 2016 are $915 and $1,207, respectively. Limited recourse notes receivable from partners as of March 31, 2017 and December 31, 2016 are $833 and $878, respectively. There is no allowance for credit losses on notes receivable from partners as of March 31, 2017 and December 31, 2016.

13. RELATED PARTY TRANSACTIONS

During the first three months of 2017 and 2016, the Company provided services to the following, which operate as feeder funds investing through master-feeder or mini-master feeder structures:

• the domesticated Silvercrest Hedged Equity Fund, L.P. (formed in 2011 and formerly Silvercrest Hedged Equity Fund),

• Silvercrest Hedged Equity Fund (International), Ltd. (which invests through Silvercrest Hedged Equity Fund, L.P.),

• the domesticated Silvercrest Emerging Markets Fund, L.P. (formed in 2011 and formerly Silvercrest Emerging Markets Fund),

• Silvercrest Emerging Markets Fund (International), Ltd. (which invests through Silvercrest Emerging Markets Fund L.P.),

• Silvercrest Market Neutral Fund (currently in liquidation),

• Silvercrest Market Neutral Fund (International) (currently in liquidation),

• Silvercrest Municipal Advantage Portfolio A LLC,

• Silvercrest Municipal Advantage Portfolio P LLC,

• Silvercrest Municipal Advantage Portfolio S LLC (formed in 2015),

• the Silvercrest Jefferson Fund, L.P. (formed in 2014), and

• the Silvercrest Jefferson Fund, Ltd. (the Company took over as investment manager in 2014, formerly known as the Jefferson Global Growth Fund, Ltd.), which invests in Silvercrest Jefferson Master Fund, L.P. (formed in 2014).

The Company also provides services to the following, which operate and invest separately as stand-alone funds:

• the Silvercrest Global Opportunities Fund, L.P. (currently in liquidation),

• Silvercrest Global Opportunities Fund (International), Ltd. (currently in liquidation),

• Silvercrest Capital Appreciation Fund LLC (currently in liquidation),

• Silvercrest International Equity Fund, L.P. (merged into Silvercrest International Fund, L.P. in October 2013),

• Silvercrest Municipal Special Situations Fund LLC (merged into Silvercrest Municipal Advantage Portfolio S LLC in 2015),

• Silvercrest Municipal Special Situations Fund II LLC (merged into Silvercrest Municipal Advantage Portfolio S LLC in 2015),

• Silvercrest Select Growth Equity Fund, L.P. (liquidated as of December 31, 2015),

• Silvercrest International Fund, L.P. (previously known as Silvercrest Global Fund, L.P.  Silvercrest International Equity Fund, L.P. merged into this fund in October 2013),

• Silvercrest Small Cap Fund, L.P. (currently in liquidation),

• Silvercrest Special Situations Fund, L.P., and

• Silvercrest Commodity Strategies Fund, L.P.

Pursuant to agreements with the above entities, the Company provides investment advisory services and receives an annual management fee of 0% to 1.75% of assets under management and a performance fee or allocation of 0% to 10% of the above entities’ net appreciation over a high-water mark.

For the three months ended March 31, 2017 and 2016, the Company earned from the above activities management fee income, which is included in “Management and advisory fees” in the Condensed Consolidated Statements of Operations, of $1,442 and $1,582, respectively.  As of March 31, 2017 and December 31, 2016, the Company was owed $2,306 and $2,876, respectively, from its various funds, which is included in Due from Silvercrest Funds on the Condensed Consolidated Statements of Financial Condition.

22

For the three months ended March 31, 2017and 2016, the Company earned advisory fees of $201and $123, respectively, from assets managed on behalf of certain of its employees.As of March 31, 2017and December 31, 2016, the Company is owed approximately $15 and $2 from certain of its employees, which is included in Receivables, net on the Condensed Consolidated Statements of Financial Condition.

14. INCOME TAXES

As of March 31, 2017, the Company had net deferred tax assets of $19,697, which is recorded as a deferred tax asset of $19,934 specific to Silvercrest which consists primarily of assets related to temporary differences between the financial statement and tax bases of intangible assets related to its acquisition of partnership units of SLP, a deferred tax liability of $137 specific to SLP which consists primarily of liabilities related to differences between the financial statement and tax bases of intangible assets offset in part by amounts for deferred rent expense and a deferred tax liability of $100 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets.  Of the total net deferred taxes at March 31, 2017, $97 of the net deferred tax liabilities relate to non-controlling interests. These amounts are included in prepaid expenses and other assets and deferred tax and other liabilities on the Condensed Consolidated Statement of Financial Condition, respectively.

As of December 31, 2016, the Company had a net deferred tax asset of $19,989, which is recorded as a net deferred tax asset of $20,221 specific to Silvercrest, which consists primarily of net assets related to temporary differences between the financial statement and tax bases of intangibles related to its acquisition of partnership units of SLP, a net deferred tax liability of $128 specific to SLP which consists primarily of liabilities related to differences between the financial statement and tax bases of intangible assets, and a net deferred tax liability of $104 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets.  

The current tax expense was $1,001 and $720 for the three months ended March 31, 2017 and 2016, respectively. Of the amount for the three months ended March 31, 2017, $555 relates to Silvercrest’s corporate tax expense, $445 relates to SLP’s state and local liability and $1 relates to SFS’s corporate tax expense.  The deferred tax expense for the three months ended March 31, 2017 and 2016 was $431 and $367, respectively.  When combined with current tax expense, the total income tax provision for the three months ended March 31, 2017 and 2016 is $1,432 and $1,088, respectively.  The tax expense for the three months ended March 31, 2017 and 2016, also includes additional tax expense (benefits) of ($4) and ($21), respectively, for discrete items. The discrete items for the three months ended March 31, 2017 are primarily attributable to adjustments to the value of deferred tax assets for SAMG.  The discrete items for the three months ended March 31, 2016 are primarily attributable to changes in apportionment relative to tax year 2016.

The current tax expense increased from the comparable period in 2016 mainly due to an increase in Silvercrest’s profits.

As of March 31, 2017, the Company had tax refunds receivable of $2,415, which consisted of federal and state and local tax refunds of $975 and $1,440, respectively.  

As of December 31, 2016, the Company had tax refunds receivable of $2,625 which consisted of federal and state and local tax refunds of $1,427 and $1,198, respectively.  

Of the total current tax expense for the three months ended March 31, 2017 and 2016, $183 and $155, respectively, relates to non-controlling interests.  Of the deferred tax expense for the three months ended March 31, 2017 and 2016, $2 and ($1), respectively, relates to non-controlling interests.  When combined with current tax expense, the total income tax provision for the three months ended March 31, 2017 and 2016 related to non-controlling interests is $185 and $154, respectively.

In the normal course of business, the Company is subject to examination by federal, state, and local tax regulators. As of March 31, 2017, the Company’s U.S. federal income tax returns for the years 2013 through 2016 are open under the normal three-year statute of limitations and therefore subject to examination.

The guidance for accounting for uncertainty in income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.  Furthermore, the Company does not have any material uncertain tax positions at March 31, 2017 and 2016.

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15. REDEEMABLE PARTNERSHIP UNITS

If a principal of SLP is terminated for cause, SLP would have the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees and (ii) the purchase price paid by the terminated principal to first acquire the Class B units.

16. EQUITY-BASED COMPENSATION

Deferred Equity Units

Determining the appropriate fair value model and calculating the fair value of equity compensation awards requires the input of complex and subjective assumptions, including the expected life of the equity compensation awards and the stock price volatility. In addition, determining the appropriate amount of associated periodic expense requires management to estimate the amount of employee forfeitures and the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair value of equity compensation awards and the associated periodic expense represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the Company’s equity-based compensation awards changes, then the amount of expense may need to be adjusted and future equity compensation expense could be materially different from what has been recorded in the current period.

SLP has granted equity-based compensation awards to certain partners under SLP’s 2010, 2011 and 2012 Deferred Equity programs (the “Equity Programs”). The Equity Programs allow for the granting of deferred equity units based on the fair value of the Company’s units. These deferred equity units contain both service and performance requirements.

Each grant includes a deferred equity unit (“Deferred Equity Unit”) and performance unit (“Performance Unit”) subject to various terms including terms of forfeiture and acceleration of vesting. The Deferred Equity Unit represents the unsecured right to receive one unit of SLP or the equivalent cash value of up to 50% (or such other percentage as may be determined by the Company’s Executive Committee) of SLP’s units issuable upon the vesting of any such Deferred Equity Units and the remaining 50% in units upon the vesting of any such Deferred Equity Units. Such cash amount is to be calculated using the equivalent share price of the Silvercrest’s Class A common stock as of the applicable vesting date. The Performance Unit represents the unsecured right to receive one unit of SLP for every two units of SLP issuable upon the vesting of any such Deferred Equity Units.

Twenty-five percent of the Deferred Equity Units vest on each of the first, second, third, and fourth anniversaries of the grant date until the Deferred Equity Units are fully vested. The Performance Units are subject to forfeiture and subject to the satisfaction of a predetermined performance target at the end of the four-year vesting period. If the performance target is achieved, then the Performance Units vest at the end of the four-year vesting period. The rights of the partners with respect to the Performance Units remain subject to forfeiture at all times prior to the date on which such rights become vested and will be forfeited if the performance target is not achieved.

Distributions related to Deferred Equity Units that are paid to partners are charged to non-controlling interests. Distributions related to the unvested portion of Deferred Equity Units that are assumed to be forfeited are recognized as compensation expense because these distributions are not required to be returned by partners to SLP upon forfeiture.

The grant date fair values of Performance Units were determined by applying a performance probability factor to the Deferred Equity Unit Value. These methodologies included the use of third party data and discounts for lack of control and marketability.

Only the portion of Deferred Equity Units that can be settled in cash are considered to be liability awards and are adjusted to fair value at the end of each reporting period.

For the three months ended March 31, 2017 and 2016, the Company recorded compensation expense related to such Deferred Equity Units of $0 and $14, respectively, of which $0 and $1, respectively, relates to the Performance Units.  

During the three months ended March 31, 2017 and 2016, $0 of vested Deferred Equity Units were settled in cash.

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A summary of these equity grants by the Company as of March 31, 2016during the periods then ended is presented below:

					Deferred Equity Units				Performance Units
	Units				Range of Fair Value per unit				Units			Fair Value per unit
Balance at January 1, 2016		4,911		$	12.00	$	14.25			6,386		$	3.75
Vested		(4,911	)		—		(10.92	)		—			—
Forfeited		—			—		—			(6,386	)		—
Balance at March 31, 2016		—		$	—	$	—			—		$	—

The Company estimated 10% of all awards to be forfeited and the related service period was four years.

Restricted Stock Units

On November 2, 2012, the Company’s board of directors adopted the 2012 Equity Incentive Plan.

A total of 1,687,500 shares were originally reserved and available for issuance under the 2012 Equity Incentive Plan. As of March 31, 2017, 690,077 shares are available for grant. The equity interests may be issued in the form of shares of the Company’s Class A common stock and Class B units of SLP. (All references to units or interests of SLP refer to Class B units of SLP and accompanying shares of Class B common stock of Silvercrest).

The purposes of the 2012 Equity Incentive Plan are to (i) align the long-term financial interests of our employees, directors, consultants and advisers with those of our stockholders; (ii) attract and retain those individuals by providing compensation opportunities that are consistent with our compensation philosophy; and (iii) provide incentives to those individuals who contribute significantly to our long-term performance and growth. To accomplish these purposes, the 2012 Equity Incentive Plan provides for the grant of units of SLP. The 2012 Equity Incentive Plan also provides for the grant of stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock units, performance-based stock awards and other stock-based awards (collectively, stock awards) based on our Class A common stock. Awards may be granted to employees, including officers, members, limited partners or partners who are engaged in the business of one or more of our subsidiaries, as well as non-employee directors and consultants.

It is initially anticipated that awards under the 2012 Equity Incentive Plan granted to our employees will be in the form of units of SLP or shares of our Class A common stock that will not vest until a specified period of time has elapsed, or other vesting conditions have been satisfied as determined by the Compensation Committee of the Company’s board of directors, and which may be forfeited if the vesting conditions are not met. During the period that any vesting restrictions apply, unless otherwise determined by the Compensation Committee, the recipient of awards that vest in the form of units of SLP will be eligible to participate in distributions of income from SLP. In addition, before the vesting conditions have been satisfied, the transferability of such units is generally prohibited and such units will not be eligible to be exchanged for cash or shares of our Class A common stock.

In August 2015, the Company granted 966,510 restricted stock units (“RSUs”) under the 2012 Equity Incentive Plan at a fair value of $13.23 per share to existing Class B unit holders.  These RSUs will vest and settle in the form of Class B units of SLP.  Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.

In May 2016, the Company granted 3,791 RSUs under the 2012 Equity Incentive Plan at a fair value of $13.19 per share to existing Class B unit holders.  These RSUs will vest and settle in the form of Class B units of SLP.  Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.  

In May 2016, the Company granted 3,000 RSUs under the 2012 Equity Incentive Plan at a fair value of $13.19 per share to certain members of the Board of Directors.  These RSUs will vest and settle in the form of Class A shares of Silvercrest.  One hundred percent of the RSUs granted vest and settle on the first anniversary of the grant date.

In May 2016, the Company granted 7,582 RSUs under the 2012 Equity Incentive Plan at a fair value of $13.19 per share to an employee.  These RSUs will vest and settle in the form of Class A shares of Silvercrest.  Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.

For the three months ended March 31, 2017 and 2016, the Company recorded compensation expense related to such RSUs of $810 and $791, respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended.  As of March 31, 2017 and December 31, 2016 there was $4,348 and $5,169, respectively, of unrecognized compensation expense related to unvested awards. As of March 31, 2017 and December 31, 2016, the unrecognized compensation expense related to unvested awards is expected to be recognized over a period of 2.15 and 2.40 years, respectively.

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A summary of these RSU grants by the Company as of March 31, 2017 and 2016 is presented below:

	Restricted Stock Units Granted
	Units		Fair Value per unit
Total granted at January 1, 2017		739,256	$	13.19 – 13.23
Total granted at March 31, 2017		739,256	$	13.19 - 13.23
Total granted at January 1, 2016		966,510	$	13.23
Total granted at March 31, 2016		966,510	$	13.23

For the three months ended March 31, 2017 and 2016, the Company recorded total compensation expense related to such Deferred Equity Units and Restricted Stock Units of $810 and $772, respectively, of which $0 and ($32), respectively, related to the Performance Units given that there was an explicit service period associated with the Deferred Equity Units.

17. DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS

SAMG LLC has a defined contribution 401(k) savings plan (the “Plan”) for all eligible employees who meet the minimum age and service requirements as defined in the Plan. The Plan is designed to be a qualified plan under sections 401(a) and 401(k) of the Internal Revenue Code. For employees who qualify under the terms of the Plan, on an annual basis Silvercrest matches dollar for dollar an employee’s contributions up to the first 4% of compensation. For the three months ended March 31, 2017 and 2016, Silvercrest made matching contributions of $27 and $22, respectively, for the benefit of employees.  

18. SOFT DOLLAR ARRANGEMENTS

The Company obtains research and other services through “soft dollar” arrangements. The Company receives credits from broker-dealers whereby technology-based research, market quotation and/or market survey services are effectively paid for in whole or in part by “soft dollar” brokerage arrangements. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a “safe harbor” to an investment adviser against claims that it breached its fiduciary duty under state or federal law (including ERISA) solely because the adviser caused its clients’ accounts to pay more than the lowest available commission for executing a securities trade in return for brokerage and research services. To rely on the safe harbor offered by Section 28(e), (i) the Company must make a good-faith determination that the amount of commissions is reasonable in relation to the value of the brokerage and research services being received and (ii) the brokerage and research services must provide lawful and appropriate assistance to the Company in carrying out its investment decision-making responsibilities. If the use of soft dollars is limited or prohibited in the future by regulation, the Company may have to bear the costs of such research and other services. For the three months ended March 31, 2017 and 2016, the Company utilized “soft dollar” credits of $178 and $199, respectively.  

*****

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a full-service wealth management firm focused on providing financial advisory and related family office services to ultra-high net worth individuals and institutional investors. In addition to a wide range of investment capabilities, we offer a full suite of complementary and customized family office services for families seeking a comprehensive oversight of their financial affairs. During the three months ended March 31, 2017, our assets under management increased 3.8% from $18.6 billion to $19.3 billion.  As of March 31, 2017, our total assets under management exclude approximately $16.6 billion of non-discretionary assets of a public treasurer’s office for which we became advisor in connection with our acquisition of Jamison, Eaton & Wood, Inc. (the “Jamison Acquisition”).  Silvercrest provides advisory services to this office with a fee cap of $825 thousand per annum.  We exclude these assets because they are related to a unique client relationship for which the fee cap is significantly disproportionate to the related assets under management. This fee arrangement is not indicative of our average fee rate.  

The business includes the management of funds of funds, and other investment funds, collectively referred to as the “Silvercrest Funds”.  Silvercrest L.P. has issued Restricted Stock Units exercisable for 728,674 Class B units which entitle the holders thereof to receive distributions from Silvercrest L.P. to the same extent as if the underlying Class B units were outstanding. Net profits and net losses of Silvercrest L.P. will be allocated, and distributions from Silvercrest L.P. will be made, to its current partners pro rata in accordance with their respective partnership units (and assuming the Class B units underlying all restricted stock units are outstanding).

The historical results of operations discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations include those of Silvercrest L.P. and its subsidiaries. As the general partner of Silvercrest L.P., we control its business and affairs and, therefore, consolidate its financial results with ours. The interests of the limited partners’ collective 37% partnership interest in Silvercrest L.P. as of March 31, 2017 are reflected in non-controlling interests in our Condensed Consolidated Financial Statements.

Key Performance Indicators

When we review our performance, we focus on the indicators described below:

	For the Three Months Ended March 31,
(in thousands except as indicated)	2017			2016
Revenue	$	21,951		$	19,263
Income before other income (expense), net	$	4,747		$	3,624
Net income	$	3,300		$	2,496
Net income margin		15.0	%		13.0	%
Net income attributable to Silvercrest	$	1,687		$	1,307
Adjusted EBITDA (1)	$	6,493		$	5,255
Adjusted EBITDA margin (2)		29.6	%		27.3	%
Assets under management at period end (billions)	$	19.3		$	17.0
Average assets under management (billions) (3)	$	19.0		$	17.6

(1) EBITDA, a non-GAAP measure of earnings, represents net income before provision for income taxes, interest income, interest expense, depreciation and amortization. We define Adjusted EBITDA as EBITDA without giving effect to items including, but not limited to, professional fees associated with acquisitions or financing transactions, gains on extinguishment of debt or other obligations related to acquisitions, losses on disposals or abandonment of assets and leaseholds, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. We use this non-GAAP financial measure to assess the strength of our business. These adjustments and the non-GAAP financial measures that are derived from them provide supplemental information to analyze our business from period to period. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, financial measures in accordance with GAAP.   See “Supplemental Non-GAAP Financial Information” for a reconciliation of non-GAAP financial measures.

(2) Adjusted EBITDA margin, a non-GAAP measure of earnings, is calculated by dividing Adjusted EBITDA by total revenue.

(3) We have computed average assets under management by averaging assets under management at the beginning of the applicable period and assets under management at the end of the applicable period.

Revenue

We generate revenue from management and advisory fees, performance fees, and family office services fees. Our management and advisory fees are generated by managing assets on behalf of separate accounts and acting as investment adviser for various investment funds. Our performance fees relate to assets managed in external investment strategies in which we have a revenue sharing arrangement and in funds in which we have no partnership interest. Our management and advisory fees and family office services fees

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income is recognized through the course of the period in which these services are provided. Income from performance fees is recorded at the conclusion of the contractual performance period when all contingencies are resolved. In certain arrangements, we are only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets.

The discretionary investment management agreements for our separately managed accounts do not have a specified term. Rather, each agreement may be terminated by either party at any time, unless otherwise agreed with the client, upon written notice of termination to the other party. The investment management agreements for our private funds are generally in effect from year to year, and may be terminated at the end of any year (or, in certain cases, on the anniversary of execution of the agreement) (i) by us upon 30 or 90 days’ prior written notice and (ii) after receiving the affirmative vote of a specified percentage of the investors in the private fund that are not affiliated with us, by the private fund on 60 or 90 days’ prior written notice. The investment management agreements for our private funds may also generally be terminated effective immediately by either party where the non-terminating party (i) commits a material breach of the terms subject, in certain cases, to a cure period, (ii) is found to have committed fraud, gross negligence or willful misconduct or (iii) terminates, becomes bankrupt, becomes insolvent or dissolves. Each of our investment management agreements contains customary indemnification obligations from us to our clients. The tables below set forth the amount of assets under management, the percentage of management and advisory fees revenues, the amount of revenue recognized, and the average assets under management for discretionary managed accounts and for private funds for each period presented.

Discretionary Managed Accounts

	As of and for the Three Months Ended March 31,
(in billions)	2017			2016
AUM concentrated in Discretionary Managed Accounts	$	13.5		$	11.7
Average AUM For Discretionary Managed Accounts	$	13.4		$	11.7
Discretionary Managed Accounts Revenue (in millions)	$	19.3		$	16.5
Percentage of management and advisory fees revenue		91.9	%		90.2	%

Private Funds

	As of and for the Three Months Ended March 31,
(in billions)	2017			2016
AUM concentrated in Private Funds	$	0.8		$	0.5
Average AUM For Private Funds	$	0.7		$	0.5
Private Funds Revenue (in millions)	$	1.7		$	1.8
Percentage of management and advisory fees revenue		8.1	%		9.8	%

Our advisory fees are primarily driven by the level of our assets under management. Our assets under management increase or decrease based on the net inflows or outflows of funds into our various investment strategies and the investment performance of our clients’ accounts. In order to increase our assets under management and expand our business, we must develop and market investment strategies that suit the investment needs of our target clients and provide attractive returns over the long term. Our ability to continue to attract clients will depend on a variety of factors including, among others:

• our ability to educate our target clients about our classic value investment strategies and provide them with exceptional client service;

• the relative investment performance of our investment strategies, as compared to competing products and market indices;

• competitive conditions in the investment management and broader financial services sectors;

• investor sentiment and confidence; and

• our decision to close strategies when we deem it to be in the best interests of our clients.

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The majority of advisory fees that we earn on separately-managed accounts are based on the value of assets under management on the last day of each calendar quarter. Most of our advisory fees are billed quarterly in advance on the first day of each calendar quarter. Our basic annual fee schedule for management of clients’ assets in separately managed accounts is: (i) for managed equity or balanced portfolios, 1% of the first $10 million and 0.60% on the balance, (ii) for managed fixed income only portfolios, 0.40% on the first $10 million and 0.30% on the balance and (iii) for the municipal value strategy, 0.65%. Our fee for monitoring non-discretionary assets can range from 0.05% to 0.01%, but can also be incorporated into an agreed-upon fixed family office service fee. The majority of our client relationships pay a blended fee rate since they are invested in multiple strategies.

Management fees earned on investment funds that we advise are calculated primarily based on the net assets of the funds. Some funds calculate investment fees based on the net assets of the funds as of the last business day of each calendar quarter, whereas other funds calculate investment fees based on the value of net assets on the first business day of the month. Depending on the investment fund, fees are paid either quarterly in advance or quarterly in arrears. For our private funds, the fees range from 0.25% to 1.5% annually. Certain management fees earned on investment funds for which we perform risk management and due diligence services are based on flat fee agreements customized for each engagement.

Average annual management fee is calculated by dividing our actual annualized revenue earned over a period by our average assets under management during the same period (which is calculated by averaging quarter-end assets under management for the applicable period). Our average annual management fee was 0.46% and 0.43% for the three months ended March 31, 2017 and 2016, respectively.  Changes in our total average management fee rates are typically the result of changes in the mix of our assets under management and the concentration in our equities strategies whose fee rates are higher than those of other investment strategies. Advisory fees are also adjusted for any cash flows into or out of a portfolio, where the cash flow represents greater than 10% of the previous quarter-end market value of the portfolio. These cash flow-related adjustments were insignificant for the three months ended March 31, 2017 and 2016. Silvercrest L.P. has authority to take fees directly from external custodian accounts of its separately managed accounts.

Our advisory fees may fluctuate based on a number of factors, including the following:

• changes in assets under management due to appreciation or depreciation of our investment portfolios, and the levels of the contribution and withdrawal of assets by new and existing clients;

• allocation of assets under management among our investment strategies, which have different fee schedules;

• allocation of assets under management between separately managed accounts and advised funds, for which we generally earn lower overall advisory fees; and

• the level of our performance with respect to accounts and funds on which we are paid incentive fees.

Our family office services capabilities enable us to provide comprehensive and integrated services to our clients. Our dedicated group of tax and financial planning professionals provide financial planning, tax planning and preparation, partnership accounting and fund administration and consolidated wealth reporting among other services. Family office services income fluctuates based on both the number of clients for whom we perform these services and the level of agreed-upon fees, most of which are flat fees. Therefore, non-discretionary assets under management, which are associated with family office services, do not typically serve as the basis for the amount of family office services revenue that is recognized.

Expenses

Our expenses consist primarily of compensation and benefits expenses, as well as general and administrative expense including rent, professional services fees, data-related costs and sub-advisory fees. These expenses may fluctuate due to a number of factors, including the following:

• variations in the level of total compensation expense due to, among other things, bonuses, awards of equity to our employees and partners of Silvercrest L.P., changes in our employee count and mix, and competitive factors; and

• the level of management fees from funds that utilize sub-advisors will affect the amount of sub-advisory fees.

Compensation and Benefits Expense

Our largest expense is compensation and benefits, which includes the salaries, bonuses, equity-based compensation and related benefits and payroll costs attributable to our principals and employees. Our compensation methodology is intended to meet the following objectives: (i) support our overall business strategy; (ii) attract, retain and motivate top-tier professionals within the investment management industry; and (iii) align our employees’ interests with those of our equity owners. We have experienced, and expect to continue to experience, a general rise in compensation and benefits expense commensurate with growth in headcount and with the need to maintain competitive compensation levels.

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The components of our compensation expense for the three months ended March 31, 2017 and 2016 are as follows:

	For the Three Months Ended March 31,
(in thousands)	2017		2016
Cash compensation and benefits (1)	$	12,270	$	10,670
Non-cash equity-based compensation expense		810		772
Total compensation expense	$	13,080	$	11,442

(1) For the three months ended March 31, 2017 and 2016, $5,651 and $4,422 of partner incentive payments were included in cash compensation and benefits expense, respectively.  

On February 29, 2012, February 28, 2011 and February 24, 2010, Silvercrest L.P. and Silvercrest GP LLC, our predecessor, granted equity-based compensation awards to certain of their principals based on the fair value of the equity interests of Silvercrest L.P. and Silvercrest GP LLC. Each grant included a deferred equity unit and performance unit, subject to forfeiture and acceleration of vesting. Each 100 deferred equity units represent the unsecured right to receive 100 Class B units of Silvercrest L.P., subject to vesting over a four-year period beginning on the first anniversary of the date of grant. Each deferred equity unit, whether vested or unvested, entitles the holder to receive distributions from Silvercrest L.P. as if such holder held such unit. Upon each vesting date, a holder may receive the number of units vested or a combination of the equivalent cash value of some of the units and units, but in no event may the holder receive more than 50% of the aggregate value of the vested units in cash. To the extent that holders elect to receive up to 50% of the aggregate value of the vested units in cash, we could have less cash to utilize. We have accounted for the distributions on the portion of the deferred equity units that are subject to forfeiture as compensation expense. Equity-based compensation expense has been recognized on the February 29, 2012 grant date of the deferred equity unit and performance unit awards through February 29, 2016.

Each performance unit represents the right to receive one Class B unit of Silvercrest L.P. for each two units of Silvercrest L.P. issued upon vesting of the deferred equity units awarded to the employee, in each case subject to the achievement of defined performance goals. Although performance units will only vest upon the achievement of the performance goals, they are expensed over the same vesting period as the deferred equity units with which they are associated because there is an explicit service period.

During 2016 and 2015, Silvercrest L.P. granted restricted stock units (“RSU”) to existing Class B unit holders.  Information regarding restricted stock units can be found in Note 16. “Equity Based Compensation” in the “Notes to Consolidated Financial Statements” in “Item 1. Financial Statements” of this filing.

General and Administrative Expenses

General and administrative expenses include occupancy-related costs, professional and outside services fees, office expenses, depreciation and amortization, sub-advisory fees and the costs associated with operating and maintaining our research, trading and portfolio accounting systems. Our costs associated with operating and maintaining our research, trading and portfolio accounting systems and professional services expenses generally increase or decrease in relative proportion to the number of employees retained by us and the overall size and scale of our business operations. Sub-advisory fees will fluctuate based on the level of management fees from funds that utilize sub-advisors.

Other Income

Other income is derived primarily from investment income arising from our investments in various private investment funds that were established as part of our investment strategies. We expect the investment components of other income, in the aggregate, to fluctuate based on market conditions and the success of our investment strategies. Performance fees earned from those investment funds in which we have a partnership interest have been earned over the past few years as a result of the achievement of various high water marks depending on the investment fund. These performance fees are recorded based on the equity method of accounting. The majority of our performance fees over the past few years have been earned from our fixed income-related funds.

Non-Controlling Interests

We are the general partner of Silvercrest L.P. and control its business and affairs and, therefore, consolidate its financial results with ours. In light of the limited partners’ interest in Silvercrest L.P., we reflect their partnership interests as non-controlling interests in our Condensed Consolidated Financial Statements.

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Provision for Income Tax

We are subject to taxes applicable to C-corporations. Our effective tax rate, and the absolute dollar amount of our tax expense will be offset by the benefits of the tax receivable agreement entered into with our Class B stockholders.

As a result of the 2016 U.S. general election and ongoing activity in the U.S. Congress on tax reform proposals, there is a heightened possibility of significant changes to U.S. federal income tax laws.  From time to time, legislative proposals have been introduced that, if enacted, could have a material and adverse effect on us.  We are unable to predict when or if such legislation would be introduced, whether or not such legislation would be enacted, what specific provisions would be included or what the effective date would be, and as a result the ultimate impact of such legislation is uncertain.

Acquisitions

On December 15, 2015, we executed an Asset Purchase Agreement (the “Cappiccille Asset Purchase Agreement”), by and among Silvercrest, SLP, Silvercrest Asset Management Group LLC (“SAMG LLC”) and Cappiccille & Company, LLC (“Cappiccille”), and Michael Cappiccille, to acquire certain assets of Cappiccille.  The transaction contemplated by the Cappiccille Asset Purchase Agreement closed on January 11, 2016 and is referred to herein as the “Cappiccille Acquisition”.  

Information regarding the Cappiccille Acquisition can be found in Note 3. “Acquisitions” in the “Notes to Condensed Consolidated Financial Statements” in “Item 1. Financial Statements” of this filing.

Operating Results

Revenue

Our revenues for the three months ended March 31, 2017 and 2016 are set forth below:

	For the Three Months Ended March 31,
(in thousands)	2017		2016		2017 vs. 2016 ($)		2017 vs. 2016 (%)
Management and advisory fees	$	21,019	$	18,334	$	2,685		14.6	%
Family office services		932		929		3		0.3	%
Total revenue	$	21,951	$	19,263	$	2,688		14.0	%

The growth in our assets under management during the three months ended March 31, 2017 and 2016 is described below:

	Assets Under Management
				Non-
(in billions)	Discretionary			Discretionary			Total
As of January 1, 2016	$	12.1		$	6.0		$	18.1
Gross client inflows		1.0			—			1.0
Gross client outflows		(1.0	)		(0.9	)		(1.9	)
Market appreciation (depreciation)		0.1			(0.3	)		(0.2	)
As of March 31, 2016	$	12.2		$	4.8		$	17.0	(1)
As of January 1, 2017	$	13.8		$	4.8		$	18.6
Gross client inflows		1.6			0.1			1.7
Gross client outflows		(1.4	)		(0.1	)		(1.5	)
Market appreciation		0.3			0.2			0.5
As of March 31, 2017	$	14.3		$	5.0		$	19.3	(1)

(1) Less than 5% of assets under management generate performance fees.

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The following chart summarizes the performance ^{1, 2} of each of our principal equity strategies relative to their appropriate benchmarks since inception:

PROPRIETARY EQUITY PERFORMANCE

as of March 31, 2017

	ANNUALIZED PERFORMANCE
	INCEPTION	1-YEAR	3-YEAR	5-YEAR	7-YEAR	INCEPTION
Large Cap Value Composite	4/1/02	18.1	10.1	13.5	12.5	8.5
Russell 1000 Value Index		19.2	8.7	13.1	12.2	7.4
Small Cap Value Composite	4/1/02	27.7	10.2	14.4	14.9	11.5
Russell 2000 Value Index		29.4	7.6	12.5	11.6	8.5
Smid Cap Value Composite	10/1/05	28.3	11.5	14.5	14.5	10.5
Russell 2500 Value Index		23.1	7.6	12.9	12.3	8.0
Multi Cap Value Composite	7/1/02	20.1	10.7	14.2	13.6	9.7
Russell 3000 Value Index		20.0	8.6	13.1	12.1	8.2
Equity Income Composite	12/1/03	20.6	11.2	14.9	14.4	12.0
Russell 3000 Value Index		20.0	8.6	13.1	12.1	8.4
Focused Value Composite	9/1/04	22.3	11.7	14.4	13.1	11.1
Russell 3000 Value Index		20.0	8.6	13.1	12.1	8.1

1 Returns are based upon a time weighted rate of return of various fully discretionary equity portfolios with similar investment objectives, strategies and policies and other relevant criteria managed by SAMG LLC, a subsidiary of Silvercrest. Performance results are gross of fees and net of commission charges. An investor’s actual return will be reduced by the advisory fees and any other expenses it may incur in the management of the investment advisory account. SAMG LLC’s standard advisory fees are described in Part 2 of its Form ADV. Actual fees and expenses will vary depending on a variety of factors, including the size of a particular account. Returns greater than one year are shown as annualized compounded returns and include gains and accrued income and reinvestment of distributions. Past performance is no guarantee of future results. This report contains no recommendations to buy or sell securities or a solicitation of an offer to buy or sell securities or investment services or adopt any investment position. This report is not intended to constitute investment advice and is based upon conditions in place during the period noted. Market and economic views are subject to change without notice and may be untimely when presented here. Readers are advised not to infer or assume that any securities, sectors or markets described were or will be profitable. SAMG LLC is an independent investment advisory and financial services firm created to meet the investment and administrative needs of individuals with substantial assets and select institutional investors. SAMG LLC claims compliance with the Global Investment Performance Standards (GIPS^®).

2 The market indices used to compare to the performance of our strategies are as follows:

The Russell 1000 Index is a capitalization-weighted, unmanaged index that measures the 1000 smallest companies in the Russell 3000. The Russell 1000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values.

The Russell 2000 Index is a capitalization-weighted, unmanaged index that measures the 2000 smallest companies in the Russell 3000. The Russell 2000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values.

The Russell 2500 Index is a capitalization-weighted, unmanaged index that measures the 2500 smallest companies in the Russell 3000. The Russell 2500 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values.

The Russell 3000 Value Index is a capitalization-weighted, unmanaged index that measures those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth.

Three Months Ended March 31, 2017 versus Three Months Ended March 31, 2016

Our total revenue increased by $2.7 million, or 14.0%, to $22.0 million for the three months ended March 31, 2017, from $19.3 million for the three months ended March 31, 2016. This increase was driven by growth in our management and advisory fees as a result of increased assets under management.

Total assets under management increased by $2.3 billion, or 13.5%, to $19.3 billion at March 31, 2017 from $17.0 billion at March 31, 2016. Compared to the three months ended March 31, 2016, there was an increase of $0.7 billion in client inflows, a decrease of $0.4 billion in client outflows and an increase in market appreciation of $0.7 billion. Our increase in total assets under management for the three months ended March 31, 2017, from December 31, 2016, was attributable to an increase of $0.5 billion in discretionary assets under management and an increase of $0.2 billion in non-discretionary assets under management. Sub-advised fund management revenue remained flat for the three months ended March 31, 2017 as compared to the same period in the prior year.

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Proprietary fund management revenue decreased by $0.1 million for the three months ended March 31, 2017as compared to the same period in the prior year, as a result of market depreciation. With respect to our discretionary assets under management, equity assets experienced an increase of4.7% during the three months ended March 31, 2017 and fixed income assets increased by 1.2% during the same period. For the three months ended March 31, 2017, most of our growthcame from our core international, large cap value and master limited partnershipstrategies with composite returns of7.6%, 5.4%and 4.9%, respectively. As of March 31, 2017, the composition of our assets under management was 74% in discretionary assets, which includes both separately managed accounts and proprietary and sub-advised funds, and 26%in non-discretionary assets which represent assets on which we provide portfolio reporting but do not have investment discretion.

The following table represents a further breakdown of our assets under management for the three months ended March 31, 2017 and 2016:

	For the Three Months Ended March 31,
	2017		2016
Total AUM as of January 1,	$	18.6	$	18.1
Discretionary AUM:
Total Discretionary AUM as of January 1,		13.8		12.1
New client accounts/assets (1)		0.1		0.1
Closed accounts (2)		─		(0.1	)
Net cash inflow/(outflow) (3)		0.1		(0.1	)
Non-discretionary to Discretionary AUM (4)		─		─
Market appreciation		0.3		0.2
Change to Discretionary AUM		0.5		0.1
Total Discretionary AUM at March 31,		14.3		12.2
Change to Non-Discretionary AUM (5)		0.2		(1.2	)
Total AUM as of March 31,	$	19.3	$	17.0

(1) Represents new account flows from both new and existing client relationships.

(2) Represents closed accounts of existing client relationships and those that terminated.

(3) Represents periodic cash flows related to existing accounts.

(4) Represents client assets that converted to Discretionary AUM from Non-Discretionary AUM.

(5) Represents the net change to Non-Discretionary AUM.

Expenses

Our expenses for the three months ended March 31, 2017 and 2016 are set forth below:

	For the Three Months Ended March 31,
(in thousands)	2017		2016		2017 vs. 2016 ($)			2017 vs. 2016 (%)
Compensation and benefits (1)	$	13,080	$	11,442	$	1,638			14.3	%
General, administrative and other		4,124		4,197		(73	)		-1.7	%
Total expenses	$	17,204	$	15,639	$	1,565			10.0	%

(1) For the three months ended March 31, 2017 and 2016, $5,651 and $4,422, respectively, of partner incentive payments were included in cash compensation and benefits expense in the Condensed Consolidated Statements of Operations.

Our expenses are driven primarily by our compensation costs. The table included in “—Expenses—Compensation and Benefits Expense” describes the components of our compensation expense for the three months ended March 31, 2017 and 2016. Other expenses, such as rent, professional service fees, data-related costs, and sub-advisory fees incurred are included in our general and administrative expenses in the Condensed Consolidated Statements of Operations.

Three Months Ended March 31, 2017 versus Three Months Ended March 31, 2016

Total expenses increased by $1.6 million, or 10.0%, to $17.2 million for the three months ended March 31, 2017 from $15.6 million for the three months ended March 31, 2016. This increase was attributable to an increase in compensation and benefits expense of $1.7 million, partially offset by a decrease in general, administrative and other expenses of $0.1 million.

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Compensation and benefits expense increased by $1.7 million, or 14.3%, to $13.1 million for the three months ended March 31, 2017from $11.4 million for the three months ended March 31, 2016. The increase was primarily attributable toan increase in the accrual for bonuses of $1.3 million,an increase in salaries expense of $0.3 million primarily as a result of merit-based increases andan increase in equity-based compensation of $0.1 million due to the granting of restricted stock units in August 2015 and May 2016.

General and administrative expenses decreased by $0.1 million, or 1.7%, to $4.1 million for the three months ended March 31, 2017 from $4.2 million for the three months ended March 31, 2016. The decrease was primarily attributable to a decrease in investment research costs of $0.1 million mainly due to a reduction in accrued soft dollar-related research costs, a decrease in sub-advisory and referral fees of $0.1 million due to a decrease in sub-advisory revenue, a decrease in telephone expense of $0.1 million and a decrease in client reimbursements of $0.1 million, partially offset by an increase in professional fees of $0.1 million mainly due to an enhanced documentation project related to our operations group.

Other Income (Expense), Net

	For the Three Months Ended March 31,
(in thousands)	2017			2016			2017 vs. 2016 ($)			2017 vs. 2016 (%)
Other income (expense), net	$	8		$	8		$	—			0.0	%
Interest income		11			17			(6	)		-35.3	%
Interest expense		(34	)		(65	)		31			47.7	%
Total other income (expense), net	$	(15	)	$	(40	)	$	25			62.5	%

Three Months Ended March 31, 2017 versus Three Months Ended March 31, 2016

Total other income (expense) net decreased by $25 thousand to ($15) thousand for the three months ended March 31, 2017 from ($40) thousand for the three months ended March 31, 2016 due mainly to a decrease in interest expense of $31 thousand due to reduced notes payable balances as of March 31, 2017.

Provision for Income Taxes

Three Months Ended March 31, 2017 versus Three Months Ended March 31, 2016

The provision for income taxes was $1.4 million and $1.1 million for the three months ended March 31, 2017 and 2016, respectively. The change was primarily the result of an increase in income before provision for income taxes.  Our provision for income taxes as a percentage of income before provision for income taxes for the three months ended March 31, 2017 and 2016 was 30.3% and 30.4%, respectively.

Supplemental Non-GAAP Financial Information

To provide investors with additional insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, we supplement our condensed consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Earnings Per Share which are non-GAAP financial measures of earnings.

• EBITDA represents net income before provision for income taxes, interest income, interest expense, depreciation and amortization.

• We define Adjusted EBITDA as EBITDA without giving effect to the Delaware franchise tax, professional fees associated with acquisitions or financing transactions, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense.  We feel that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted EBITDA, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings of the Company, taking into account earnings attributable to both Class A and Class B shareholders.

• Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue.  We feel that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted EBITDA Margin, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring profitability of the Company, taking into account profitability attributable to both Class A and Class B shareholders.

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• Adjusted Net Income represents recurring net income without giving effect to professional fees associated with acquisitions or financing transactions, losses on forgiveness of notes receivable from our principals, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. Furthermore, Adjusted Net Income includes income tax expense assuming a blended corporate rate of 40%.  We feel that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted Net Income, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring income of the Company, taking into account income attributable to both Class A and Class B shareholders.

• Adjusted Earnings Per Share represents 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 Earnings Per Share, and to the extent dilutive, we add unvested deferred equity units and performance units to the total shares outstanding to compute diluted Adjusted Earnings Per Share. As a result of our structure, which includes a non-controlling interest, we feel that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted Earnings Per Share, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings per share of the Company as a whole as opposed to being limited to our Class A common stock.

These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. Investors should consider our non-GAAP financial measure in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

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The following tables contain reconciliations of net income to Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share (amounts in thousands except per share amounts).

Adjusted EBITDA

	Three Months Ended  March 31,
	2017			2016
Reconciliation of non-GAAP financial measure:
Net income	$	3,300		$	2,496
GAAP Provision for income taxes		1,432			1,088
Delaware Franchise Tax		45			45
Interest expense		34			65
Interest income		(11	)		(17	)
Depreciation and amortization		665			665
Equity-based compensation		810			772
Other adjustments (A)		218			141
Adjusted EBITDA	$	6,493		$	5,255
Adjusted EBITDA Margin		29.6	%		27.3	%
Adjusted Net Income and Adjusted Earnings Per Share
Reconciliation of non-GAAP financial measure:
Net income	$	3,300		$	2,496
GAAP Provision for income taxes		1,432			1,088
Delaware Franchise Tax		45			45
Other adjustments (A)		218			141
Adjusted earnings before provision for income taxes		4,995			3,770
Adjusted provision for income taxes:
Adjusted provision for income taxes (40% assumed tax rate)		(1,998	)		(1,508	)
Adjusted net income	$	2,997		$	2,262
GAAP net income per share (B):
Basic and diluted	$	0.21		$	0.16
Adjusted earnings per share/unit (B):
Basic	$	0.23		$	0.18
Diluted	$	0.22		$	0.17
Shares/units outstanding:
Basic Class A shares outstanding		8,100			8,028
Basic Class B shares/units outstanding		4,840			4,662
Total basic shares/units outstanding		12,940			12,690
Diluted Class A shares outstanding (C)		8,111			8,028
Diluted Class B shares/units outstanding (D)		5,569			5,628
Total diluted shares/units outstanding		13,680			13,656

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(A) Other adjustments consist of the following:

	Three Months Ended  March 31,
	2017		2016
Acquisition costs (a)	$	—	$	22
Non-acquisition expansion costs (b)		77		78
Severance		123		—
Other (c)		18		41
Total other adjustments	$	218	$	141

(a) For the three months ended March 31, 2016, reflects the $12 of legal fees associated with the Cappiccille Acquisition and $10 of professional fees related to the Jamison Acquisition.

(b) For the three months ended March 31, 2017 and 2016, represents accrued earnout of $77 and $78, respectively, related to our Richmond, VA office expansion.      

(c) For the three months ended March 31, 2017, represents professional fees of $18 related to a mock audit in advance of the requirements of Section 404 of the Sarbanes-Oxley Act as it relates to emerging growth companies.  For the three months ended March 31, 2016, represents costs associated with the upgrade of our telephone system of $19, costs related to the implementation of software of $5, and professional fees related to a mock compliance audit of $17.

(B) GAAP net income per share is strictly attributable to Class A shareholders.  Adjusted earnings per share takes into account earnings attributable to both Class A and Class B shareholders.

(C) Includes 10,582 unvested restricted stock units at March 31, 2017.

(D) Includes 728,674 and 966,510 unvested restricted stock units at March 31, 2017 and 2016, respectively.

Liquidity and Capital Resources

Historically, the working capital needs of our business have primarily been met through cash generated by our operations. We expect that our cash and liquidity requirements in the next twelve months will be met primarily through cash generated by our operations.

On June 24, 2013, the subsidiaries of Silvercrest L.P. entered into a $15.0 million credit facility with City National Bank. The subsidiaries of Silvercrest L.P. are the borrowers under such facility and Silvercrest L.P. guarantees the obligations of its subsidiaries under the credit facility. The credit facility is secured by certain assets of Silvercrest L.P. and its subsidiaries. The credit facility consists of a $7.5 million delayed draw term loan that matures on June 24, 2020 and a $7.5 million revolving credit facility that was scheduled to mature on December 24, 2016.  On December 23, 2016, the revolving credit facility was extended for one year to December 23, 2017.   The loan bears interest at either (a) the higher of the prime rate plus a margin of 0.05 percentage points and 2.5% or (b) the LIBOR rate plus 3 percentage points, at the borrowers’ option.  As of March 31, 2017, there were no borrowings outstanding on the revolving credit facility. As of March 31, 2017, no amount has been drawn on the term loan credit facility and the borrowers may draw up to the full amount of the term loan through June 25, 2018.  Borrowings under the term loan will be payable in equal quarterly installments through the maturity date. The credit facility contains restrictions on, among other things, (i) incurrence of additional debt, (ii) creating liens on certain assets, (iii) making certain investments, (iv) consolidating, merging or otherwise disposing of substantially all of our assets, (v) the sale of certain assets, and (vi) entering into transactions with affiliates. In addition, the credit facility contains certain financial covenants including a test on discretionary assets under management, maximum debt to EBITDA and a fixed charge coverage ratio. The credit facility contains customary events of default, including the occurrence of a change in control which includes a person or group of persons acting together acquiring more than 30% of total voting securities of Silvercrest. Any undrawn amounts under this facility would be available to fund future acquisitions or for working capital purposes, if needed. We were in compliance with the covenants under the credit facility as of March 31, 2017.

Our ongoing sources of cash will primarily consist of management fees and family office services fees, which are principally collected quarterly. We will primarily use cash flow from operations to pay compensation and related expenses, general and administrative expenses, income taxes, debt service, capital expenditures, distributions to Class B unit holders and dividends on shares of our Class A common stock.

Seasonality typically affects cash flow since the first quarter of each year includes, as a source of cash, the prior year’s annual performance fee payments, if any, from our various funds and external investment strategies and, as a use of cash, the prior fiscal year’s incentive compensation. We believe that we have sufficient cash from our operations to fund our operations and commitments for the next twelve months.

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The following table sets forth certain key financial data relating to our liquidity and capital resources as of March 31, 2017and December 31, 2016.

	As of
(in thousands)	March 31, 2017		December 31, 2016
Cash and cash equivalents	$	22,708	$	37,517
Accounts receivable	$	5,779	$	6,270
Due from Silvercrest Funds	$	2,306	$	2,876

We anticipate that distributions to the limited partners of Silvercrest L.P. will continue to be a material use of our cash resources and will vary in amount and timing based on our operating results and dividend policy. We pay and intend to continue paying quarterly cash dividends to holders of our Class A common stock. We are a holding company and have no material assets other than our ownership of interests in Silvercrest L.P. As a result, we will depend upon distributions from Silvercrest L.P. to pay any dividends to our Class A stockholders. We expect to cause Silvercrest L.P. to make distributions to us in an amount sufficient to cover dividends, if any, declared by us. Our dividend policy has certain risks and limitations, particularly with respect to liquidity. Although we expect to pay dividends according to our dividend policy, we may not pay dividends according to our policy, or at all, if, among other things, we do not have the cash necessary to pay our intended dividends or our subsidiaries are prevented from making a distribution to us under the terms of our current credit facility or any future financing. To the extent we do not have cash on hand sufficient to pay dividends, we may decide not to pay dividends. By paying cash dividends rather than investing that cash in our future growth, we risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our operations or unanticipated capital expenditures, should the need arise.

Our purchase of Class B units in Silvercrest L.P. that occurred concurrently with the consummation of our initial public offering, and the future exchanges of Class B units of Silvercrest L.P., are expected to result in increases in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P. at the time of our acquisition and these future exchanges, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of tax that we would otherwise be required to pay in the future. We entered into a tax receivable agreement with the current principals of Silvercrest L.P. and any future employee-holders of Class B units pursuant to which we agreed to pay them 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of these increases in tax basis and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments thereunder. The timing of these payments is currently unknown. The payments to be made pursuant to the tax receivable agreement will be a liability of Silvercrest and not Silvercrest L.P., and thus this liability has been recorded as an “other liability” on our Condensed Consolidated Statement of Financial Condition. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P.

The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount and timing of our income and the tax rates then applicable. Nevertheless, we expect that as a result of the size of the increases in the tax basis of our tangible and intangible assets, the payments that we may make under the tax receivable agreement likely will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased depreciation and amortization of our assets, we expect that future payments to the selling principals of Silvercrest L.P. in respect of our purchase of Class B units from them will aggregate approximately $15.0 million. Future payments to current principals of Silvercrest L.P. and future holders of Class B units in respect of subsequent exchanges would be in addition to these amounts and are expected to be substantial. We intend to fund required payments pursuant to the tax receivable agreement from the distributions received from Silvercrest L.P.

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Cash Flows

The following table sets forth our cash flows for the three months ended March 31, 2017 and 2016. Operating activities consist of net income subject to adjustments for changes in operating assets and liabilities, depreciation, and equity-based compensation expense. Investing activities consist primarily of acquiring and selling property and equipment, and cash paid as part of business acquisitions. Financing activities consist primarily of contributions from partners, distributions to partners, dividends paid on Class A common stock, the issuance and payments on partner notes, other financings, and earnout payments related to business acquisitions.

	Three Months Ended March 31,
(in thousands)	2017			2016
Net cash used in operating activities	$	(11,258	)	$	(10,617	)
Net cash (used in) provided by investing activities		(93	)		311
Net cash used in financing activities		(3,458	)		(2,150	)
Net change in cash	$	(14,809	)	$	(12,456	)

Operating Activities

Three Months Ended March 31, 2017 versus Three Months Ended March 31, 2016

For the three months ended March 31, 2017 and 2016, operating activities used $11.3 million and $10.6 million, respectively. This difference is primarily the result of increased payouts of accrued compensation of $0.9 million, a decrease in accounts payable and accrued expenses of $0.7 million due mainly to the timing of certain payments to vendors and an increase in accounts receivable of $0.5 million due mainly to the timing of payments from clients. This was partially offset by increased net income of $0.8 million, an increase in deferred income taxes of $0.1 million, an increase in prepaid and other assets of $0.1 million and an increase in distributions received from investment funds related to performance fees of $0.3 million.

Investing Activities

Three Months Ended March 31, 2017 versus Three Months Ended March 31, 2016

For the three months ended March 31, 2017 and 2016, investing activities used $0.1 million and provided $0.3 million, respectively. The primary use of cash during the three months ended March 31, 2017 was for the acquisition of furniture, equipment and leasehold improvements. The primary source of cash during the three months ended March 31, 2016 was a reduction is restricted certificates of deposit of $0.5 million.  This was offset by cash paid at closing for the Cappiccille Acquisition of $0.1 million and the acquisition of furniture, equipment and leasehold improvements.

Financing Activities

Three Months Ended March 31, 2017 versus Three Months Ended March 31, 2016

For the three months ended March 31, 2017 and 2016, financing activities used $3.5 million and $2.2 million, respectively.  Distributions to partners during the three months ended March 31, 2017 and 2016 were $2.0 million and $1.4 million, respectively.  During each of the three months ended March 31, 2017 and 2016, the Company paid dividends of $1.0 million to Class A shareholders.  During the three months ended March 31, 2017 and 2016, we made earnout payments of $0.8 million and $0.2 million, respectively.      

We anticipate that distributions to principals of Silvercrest L.P. will continue to be a material use of our cash resources, and will vary in amount and timing based on our operating results and dividend policy.

As described below, we have outstanding fixed rate notes payable to Jamison, Eaton & Wood, Inc. and its principals related to the Jamison Acquisition, and variable rate notes issued to former principals to redeem units held by them under which we exercised our call right upon their termination.

As of March 31, 2017 and December 31, 2016, $0 and $0.1 million, respectively, remained outstanding on the note payable related to the Ten-Sixty acquisition.  There was no accrued but unpaid interest on the notes payable related to the Ten-Sixty acquisition as of March 31, 2017 and December 31, 2016.

As of March 31, 2017 and December 31, 2016, nothing was outstanding on our revolving credit facility with City National Bank.

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On June 3, 2013, we redeemed units from two of our former principals. In conjunction with this redemption,we issued promissory notes in an aggregate principal amount of approximately $5.3 million, subject to downward adjustments to the extent of any breach by the holders of such notes. The principal amounts of the notes were originally payable in four equal annual installments on each of June 3, 2014, 2015, 2016 and 2017. The principal amount outstanding under these notes bear interest at the U.S. Prime Rate plus 1% in effect at the time payments are due. The June 3, 2014 payment was not made as itwasbeing assessed as to whether the former principals had complied with the note covenants and whether any reduction to these notes should be made.  In October 2014, certain reductions totaling $1.7 million were agreed to based upon a review of the note covenants.  As a result, the principal amounts of the notes of $3.6 million became payable in four equal installments of approximately $0.9 million on November 1, 2014, and on each of August 1, 2015, 2016 and 2017.  The principal amounts outstanding under these notes bear interest at the U.S. Prime Rate plus 1% in effect at the time payments are due.   As of March 31, 2017 and December 31, 2016, $0.9 millionremained outstanding on the notes and accrued but unpaid interest was approximately $27thousand and $17 thousand, respectively.

On June 30, 2015, we issued promissory notes in an aggregate principal amount of approximately $2.2 million in connection with the Jamison Acquisition.  The principal amount outstanding under the notes bears interest at 5%.  The principal amounts of the notes are payable in three equal installments of approximately $722 thousand on each of June 30, 2016, 2017 and 2018.   As of March 31, 2017 and December 31, 2016, $1.4 million remained outstanding on the notes. As of March 31, 2017 and 2016, accrued but unpaid interest on the notes payable related to the Jamison Acquisition was approximately $54 and $36 thousand, respectively.

Off-Balance Sheet Arrangements

We did not have any significant off-balance sheet arrangements as of March 31, 2017 or December 31, 2016.

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies during the three months ended March 31, 2017 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 9, 2017.

Revenue Recognition

Investment advisory fees are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter, based on a contractual percentage of the assets managed. Family office services fees are also typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter based on a contractual percentage of the assets managed or upon a contractually agreed-upon flat fee arrangement. Revenue is recognized on a ratable basis over the period in which services are performed.

We account for performance-based revenue in accordance with ASC 605-20-S99, Accounting for Management Fees Based on a Formula, by recognizing performance fees and allocations as revenue only when it is certain that the fee income is earned and payable pursuant to the relevant agreements. In certain arrangements, we are only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets. We record performance fees and allocations as a component of revenue.

40

Because the majority of our revenues are earned based on assets under management that have been determined using fair value methods and since market appreciation/depreciation has a significant impact on our revenue, we have presented our assets under management using the GAAP framework for measuring fair value. That framework provides a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs based on company assumptions (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows:

• Level 1—includes quoted prices (unadjusted) in active markets for identical instruments at the measurement date. The types of financial instruments included in Level 1 include unrestricted securities, including equities listed in active markets.

• Level 2—includes inputs other than quoted prices that are observable for the instruments, including quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or inputs other than quoted prices that are observable for the instruments. The type of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and managed funds whose net asset value is based on observable inputs.

• Level 3—includes one or more significant unobservable inputs. Financial instruments that are included in this category include assets under management primarily comprised of investments in privately-held entities, limited partnerships, and other instruments where the fair value is based on unobservable inputs.

The table below summarizes the approximate amount of assets under management for the periods indicated for which fair value is measured based on Level 1, Level 2 and Level 3 inputs.

	Level 1		Level 2		Level 3		Total
	(in billions)
March 31, 2017 AUM	$	14.5	$	2.8	$	2.0	$	19.3
December 31, 2016 AUM	$	13.8	$	2.8	$	2.0	$	18.6

As substantially all our assets under management are valued by independent pricing services based upon observable market prices or inputs, we believe market risk is the most significant risk underlying valuation of our assets under management, as discussed under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2016, which is accessible on the SEC’s website at www.sec.gov and Item 3. “– Qualitative and Quantitative Disclosures Regarding Market Risk.”

The average value of our assets under management for the three months ended March 31, 2017 was approximately $19.0 billion. Assuming a 10% increase or decrease in our average assets under management and the change being proportionately distributed over all our products, the value would increase or decrease by approximately $1.9 billion for the three months ended March 31, 2017, which would cause an annualized increase or decrease in revenues of approximately $8.7 million for the three months ended March 31, 2017, at a weighted average fee rate for the three months ended March 31, 2017 of 0.46%.

The average value of our assets under management for the year ended December 31, 2016 was approximately $18.4 billion. Assuming a 10% increase or decrease in our average assets under management and the change being proportionately distributed over all our products, the value would increase or decrease by approximately $1.8 billion for the year ended December 31, 2016, which would cause an annualized increase or decrease in revenues of approximately $8.0 million for the year ended December 31, 2016, at a weighted average fee rate for the year ended December 31, 2016 of 0.44%.

Recently Issued Accounting Pronouncements

Information regarding recent accounting developments and their impact on the Company can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in this filing.

41

Item 3. Qualitative and Quantitative Disclosures Regarding Market Risk

Our exposure to market risk is directly related to our role as investment adviser for the separate accounts we manage and the funds for which we act as sub-investment adviser. Most of our revenue for the three months ended March 31, 2017 and 2016 was derived from advisory fees, which are typically based on the market value of assets under management. Accordingly, a decline in the prices of securities would cause our revenue and income to decline due to a decrease in the value of the assets we manage. In addition, such a decline could cause our clients to withdraw their funds in favor of investments offering higher returns or lower risk, which would cause our revenue and income to decline further. Due to the nature of our business, we believe that we do not face any material risk from inflation. Please see our discussion of market risks in “—Critical Accounting Policies and Estimates—Revenue Recognition” which is part of Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended) at March 31, 2017. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at March 31, 2017.

Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

42

PART II -Other Information

Item 6. Exhibits

Exhibit Number	Description
31.1**	Certification of the Company’s Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of the Company’s Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1***	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2***	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

** Filed herewith

*** Furnished herewith

43

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 4, 2017.

Silvercrest Asset Management Group Inc.

		By:	/s/ Richard R. Hough III
Date:	May 4, 2017		Richard R. Hough III
			Chairman, Chief Executive Officer and President
			(Principal Executive Officer)
			/s/ Scott A. Gerard
Date:	May 4, 2017		Scott A. Gerard
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

44

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Richard R. Hough III, certify that:

1. I have reviewed this report on Form 10-Q of Silvercrest Asset Management Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Richard R. Hough III

Richard R. Hough III

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

Date: May 4, 2017

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Scott A. Gerard, certify that:

1. I have reviewed this report on Form 10-Q of Silvercrest Asset Management Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Scott A. Gerard

Scott A. Gerard

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: May 4, 2017

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard R. Hough III, the Chairman, Chief Executive Officer and President of Silvercrest Asset Management Group Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

• The Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

• The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard R. Hough III

Richard R. Hough III

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

Date: May 4, 2017

The foregoing certification is being furnished to the Securities and Exchange Commission as part of the accompanying report on Form 10-Q. A signed original of this statement has been provided to Silvercrest Asset Management Group Inc. and will be retained by Silvercrest Asset Management Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott A. Gerard, the Chief Financial Officer of Silvercrest Asset Management Group Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

• The Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

• The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott A. Gerard

Scott A. Gerard

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: May 4, 2017

The foregoing certification is being furnished to the Securities and Exchange Commission as part of the accompanying report on Form 10-Q. A signed original of this statement has been provided to Silvercrest Asset Management Group Inc. and will be retained by Silvercrest Asset Management Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 02, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Trading Symbol	SAMG
Entity Registrant Name	Silvercrest Asset Management Group Inc.
Entity Central Index Key	0001549966
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,101,205
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,840,295

XML

Condensed Consolidated Statements of Financial Condition (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Assets
Cash and cash equivalents	$ 22,708	$ 37,517
Investments	13	335
Receivables, net	5,779	6,270
Due from Silvercrest Funds	2,306	2,876
Furniture, equipment and leasehold improvements, net	2,411	2,411
Goodwill	25,168	25,168
Intangible assets, net	12,947	13,404
Deferred tax asset—tax receivable agreement	19,934	20,221
Prepaid expenses and other assets	4,129	4,079
Total assets	95,395	112,281
Liabilities and Equity
Accounts payable and accrued expenses	3,220	4,485
Accrued compensation	6,574	23,797
Notes payable	2,419	2,486
Deferred rent	345	436
Deferred tax and other liabilities	15,207	14,993
Total liabilities	27,765	46,197
Commitments and Contingencies (Note 10)
Equity
Preferred Stock, par value $0.01, 10,000,000 shares authorized; none issued and outstanding, as of March 31, 2017 and December 31, 2016
Additional Paid-In Capital	41,409	41,260
Retained earnings	6,634	5,916
Total Silvercrest Asset Management Group Inc.’s equity	48,172	47,305
Non-controlling interests	19,458	18,779
Total equity	67,630	66,084
Total liabilities and equity	95,395	112,281
Class A Common Stock
Equity
Common stock, value	81	81
Total equity	81	81
Class B Common Stock
Equity
Common stock, value	48	48
Total equity	$ 48	$ 48

XML

Condensed Consolidated Statements of Financial Condition (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	8,100,205	8,074,197
Common stock, shares outstanding	8,100,205	8,074,197
Class B Common Stock
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	4,840,295	4,866,303
Common stock, shares outstanding	4,840,295	4,866,303

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
Management and advisory fees	$ 21,019	$ 18,334
Family office services	932	929
Total revenue	21,951	19,263
Expenses
Compensation and benefits	13,080	11,442
General and administrative	4,124	4,197
Total expenses	17,204	15,639
Income before other (expense) income, net	4,747	3,624
Other (expense) income, net
Other (expense) income, net	8	8
Interest income	11	17
Interest expense	(34)	(65)
Total other (expense) income, net	(15)	(40)
Income before provision for income taxes	4,732	3,584
Provision for income taxes	1,432	1,088
Net income	3,300	2,496
Less: net income attributable to non-controlling interests	(1,613)	(1,189)
Net income attributable to Silvercrest	$ 1,687	$ 1,307
Net income per share:
Basic	$ 0.21	$ 0.16
Diluted	$ 0.21	$ 0.16
Weighted average shares outstanding:
Basic	8,078,643	7,995,720
Diluted	8,089,225	7,995,720

XML

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Retained Earnings	Total Silvercrest Asset Management Group Inc.’s Equity	Non-controlling Interest
Balance at Dec. 31, 2015	$ 61,637	$ 80	$ 46	$ 40,951	$ 4,758	$ 45,835	$ 15,802
Balance, Shares at Dec. 31, 2015		7,990,000	4,695,000
Distributions to partners	(1,375)						(1,375)
Repayment of notes receivable from partners	508						508
Equity-based compensation	794						794
Equity-based compensation, Shares			5,000
Net Income	2,496				1,307	1,307	1,189
Accrued interest on notes receivable from partners	(15)						(15)
Share conversion, Value	(1)		$ (1)	154		153	(154)
Share conversion, Shares		38,000	(38,000)
Deferred tax, net of amounts payable under tax receivable agreement	11			11		11
Dividends paid on Class A common stock	(959)				(959)	(959)
Balance at Mar. 31, 2016	63,096	$ 80	$ 45	41,116	5,106	46,347	16,749
Balance, Shares at Mar. 31, 2016		8,028,000	4,662,000
Balance at Dec. 31, 2016	66,084	$ 81	$ 48	41,260	5,916	47,305	18,779
Balance, Shares at Dec. 31, 2016		8,074,197	4,866,303
Distributions to partners	(1,949)						(1,949)
Repayment of notes receivable from partners	346						346
Equity-based compensation	810			16		16	794
Net Income	3,300				1,687	1,687	1,613
Accrued interest on notes receivable from partners	(9)						(9)
Share conversion, Value				116		116	(116)
Share conversion, Shares		26,000	(26,000)
Deferred tax, net of amounts payable under tax receivable agreement	17			17		17
Dividends paid on Class A common stock	(969)				(969)	(969)
Balance at Mar. 31, 2017	$ 67,630	$ 81	$ 48	$ 41,409	$ 6,634	$ 48,172	$ 19,458
Balance, Shares at Mar. 31, 2017		8,100,205	4,840,295

XML

Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Class A Common Stock
Common stock dividends, per share	$ 0.12	$ 0.12

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows From Operating Activities
Net income	$ 3,300	$ 2,496
Adjustments to reconcile net income to net cash used in operating activities:
Equity-based compensation	810	772
Depreciation and amortization	665	665
Deferred rent	(91)	(107)
Deferred income taxes	431	367
Tax receivable agreement adjustment	122
Non-cash interest on notes receivable from partners	(9)	(15)
Distributions received from investment funds	322	1
Other	(1)	(2)
Cash flows due to changes in operating assets and liabilities:
Receivables and due from Silvercrest Funds	1,061	1,519
Prepaid expenses and other assets	(516)	(556)
Accounts payable and accrued expenses	(158)	547
Accrued compensation	(17,223)	(16,357)
Interest payable on notes payable	29	53
Net cash used in operating activities	(11,258)	(10,617)
Cash Flows From Investing Activities
Restricted certificates of deposit and escrow		507
Acquisition of furniture, equipment and leasehold improvements	(93)	(48)
Acquisition of Cappiccille & Company, LLC		(148)
Net cash (used in) provided by investing activities	(93)	311
Cash Flows From Financing Activities
Earn-outs paid related to acquisitions completed on or after January 1, 2009	(756)	(180)
Repayments of notes payable	(96)	(101)
Payments on capital leases	(34)	(43)
Distributions to partners	(1,949)	(1,375)
Dividends paid on Class A common stock	(969)	(959)
Payments from partners on notes receivable	346	508
Net cash used in financing activities	(3,458)	(2,150)
Net decrease in cash and cash equivalents	(14,809)	(12,456)
Cash and cash equivalents, beginning of period	37,517	31,562
Cash and cash equivalents, end of period	22,708	19,106
Net cash paid during the period for:
Income taxes	790	967
Interest	1	6
Supplemental Disclosures of Non-cash Financing and Investing Activities
Recognition of deferred tax assets as a result of share conversions	139	152
Asset acquired under capital lease	$ 163
Earnout accrual for acquisition of certain assets of Cappiccille & Company LLC		$ 354

XML

Organization and Business

3 Months Ended

Mar. 31, 2017

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Business

1. ORGANIZATION AND BUSINESS

Silvercrest Asset Management Group Inc. (“Silvercrest”), together with its consolidated subsidiary, Silvercrest L.P., a limited partnership, (collectively the “Company”), was formed as a Delaware corporation on July 11, 2011. Silvercrest is a holding company that was formed in order to carry on the business of Silvercrest L.P., the managing member of our operating subsidiary, and its subsidiaries.  Effective on June 26, 2013, Silvercrest became the sole general partner of Silvercrest L.P. and its only material asset is the general partner interest in Silvercrest L.P., represented by 8,100,205 Class A units or approximately 63% of the outstanding interests of Silvercrest L.P.  Silvercrest controls all of the businesses and affairs of Silvercrest L.P. and, through Silvercrest L.P. and its subsidiaries, continues to conduct the business previously conducted by these entities prior to the reorganization.  

Silvercrest L.P., together with its consolidated subsidiaries (collectively “SLP”), provides investment management and family office services to individuals and families and their trusts, and to endowments, foundations and other institutional investors primarily located in the United States of America. The business includes the management of funds of funds and other investment funds, collectively referred to as the “Silvercrest Funds”.

Silvercrest L.P. was formed on December 10, 2008 and commenced operations on January 1, 2009.

On March 11, 2004, Silvercrest Asset Management Group LLC (“SAMG LLC”) acquired 100% of the outstanding shares of James C. Edwards Asset Management, Inc. (“JCE”) and subsequently changed JCE’s name to Silvercrest Financial Services, Inc. (“SFS”). On December 31, 2004, SLP acquired 100% of the outstanding shares of the LongChamp Group, Inc. (now SAM Alternative Solutions, Inc.) (“LGI”). Effective March 31, 2005, SLP entered into an Asset Contribution Agreement with and acquired all of the assets, properties, rights and certain liabilities of Heritage Financial Management, LLC (“HFM”). Effective October 3, 2008, SLP acquired 100% of the outstanding limited liability company interests of Marathon Capital Group, LLC (“MCG”) through a limited liability company interest purchase agreement dated September 22, 2008. On November 1, 2011, SLP acquired certain assets of Milbank Winthrop & Co. (“Milbank”). On April 1, 2012, SLP acquired 100% of the outstanding limited liability company interests of MW Commodity Advisors, LLC (“Commodity Advisors”). On March 28, 2013, SLP acquired certain assets of Ten-Sixty Asset Management, LLC (“Ten-Sixty”). On June 30, 2015, SLP acquired certain assets of Jamison, Eaton & Wood, Inc. (“Jamison”).  On January 11, 2016, SLP acquired certain assets of Cappiccille & Company, LLC (“Cappiccille”).  See Notes 3, 7 and 8 for additional information related to the acquisition, goodwill and intangible assets arising from these acquisitions.

Tax Receivable Agreement

In connection with the Company’s initial public offering (the “IPO”) and reorganization of SLP that were completed on June 26, 2013, Silvercrest entered into a tax receivable agreement (the “TRA”) with the partners of SLP that requires it to pay them 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that it actually realizes (or are deemed to realize in the case of an early termination payment by it, or a change in control) as a result of the increases in tax basis and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The payments to be made pursuant to the tax receivable agreement are a liability of Silvercrest and not Silvercrest L.P., and thus this liability has been recorded as an “other liability” on our Condensed Consolidated Statement of Financial Condition.  As of March 31, 2017, this liability is estimated to be $14,546 and is included in deferred tax and other liabilities in the Condensed Consolidated Statements of Financial Condition. Silvercrest expects to benefit from the remaining 15% of cash savings, if any, realized.

The TRA was effective upon the consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless Silvercrest exercises its right to terminate the TRA for an amount based on an agreed upon value of the payments remaining to be made under the agreement. The TRA will automatically terminate with respect to Silvercrest’s obligations to a partner if a partner (i) is terminated for cause, (ii) breaches his or her non-solicitation covenants with Silvercrest or any of its subsidiaries or (iii) voluntarily resigns or retires and competes with Silvercrest or any of its subsidiaries in the 12-month period following resignation of employment or retirement, and no further payments will be made to such partner under the TRA.

For purposes of the TRA, cash savings in income tax will be computed by comparing Silvercrest’s actual income tax liability to the amount of such taxes that it would have been required to pay had there been no increase in its share of the tax basis of the tangible and intangible assets of SLP.

Estimating the amount of payments that Silvercrest may be required to make under the TRA is imprecise by nature, because the actual increase in its share of the tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:

• the timing of exchanges of Silvercrest’s Class B units for shares of Silvercrest’s Class A common stock—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable and amortizable assets of SLP at the time of the exchanges;

• the price of Silvercrest’s Class A common stock at the time of exchanges of Silvercrest’s Class B units—the increase in Silvercrest’s share of the basis in the assets of SLP, as well as the increase in any tax deductions, will be related to the price of Silvercrest’s Class A common stock at the time of these exchanges;

• the extent to which these exchanges are taxable—if an exchange is not taxable for any reason (for instance, if a principal who holds Silvercrest’s Class B units exchanges units in order to make a charitable contribution), increased deductions will not be available;

• the tax rates in effect at the time Silvercrest utilizes the increased amortization and depreciation deductions; and

• the amount and timing of Silvercrest’s income—Silvercrest will be required to pay 85% of the tax savings, as and when realized, if any. If Silvercrest does not have taxable income, it generally will not be required to make payments under the TRA for that taxable year because no tax savings will have been actually realized.

In addition, the TRA provides that, upon certain mergers, asset sales, other forms of business combinations or other changes of control, Silvercrest’s (or its successors’) obligations with respect to exchanged or acquired Silvercrest Class B units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including that Silvercrest would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the TRA.

Decisions made by the continuing partners of SLP in the course of running Silvercrest’s business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by an exchanging or selling principal under the TRA. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the TRA and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of a principal to receive payments under the TRA.

Were the IRS to successfully challenge the tax basis increases described above, Silvercrest would not be reimbursed for any payments previously made under the TRA. As a result, in certain circumstances, Silvercrest could make payments under the TRA in excess of its actual cash savings in income tax.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of Silvercrest and SLP, including its wholly owned subsidiaries, Silvercrest Asset Management Group LLC (“SAMG”), SFS, MCG, Silvercrest Investors LLC, Silvercrest Investors II LLC and Silvercrest Investors III LLC as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016.  All intercompany transactions and balances have been eliminated.

The Condensed Consolidated Statement of Financial Condition at December 31, 2016 was derived from the audited Consolidated Statement of Financial Condition at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.  The results of operations for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2017 and 2016 or any future period.

The Condensed Consolidated Financial Statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the interim financial position and results, have been made. The Company’s Condensed Consolidated Financial Statements and the related notes should be read together with the Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those Silvercrest Funds over which the general partner or equivalent is presumed to have control, e.g. by virtue of the limited partners not being able to remove the general partner. The initial step in the Company’s determination of whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund is a variable interest entity or a voting interest entity.

SLP then considers whether the fund is a voting interest entity (“VoIE”) in which the unaffiliated limited partners have substantive “kick-out” rights that provide the ability to dissolve (liquidate) the limited partnership or otherwise remove the general partner without cause. SLP considers the “kick-out” rights to be substantive if the general partner for the fund can be removed by the vote of a simple majority of the unaffiliated limited partners and there are no significant barriers to the unaffiliated limited partners’ ability to exercise these rights in that among other things, (1) there are no conditions or timing limits on when the rights can be exercised, (2) there are no financial or operational barriers associated with replacing the general partner, (3) there are a number of qualified replacement investment advisors that would accept appointment at the same fee level, (4) each fund’s documents provide for the ability to call and conduct a vote, and (5) the information necessary to exercise the kick-out rights and related vote are available from the fund and its administrator.

If the fund is a variable interest entity, SLP then determines whether it has a variable interest in the fund, and if so, whether SLP is the primary beneficiary. 

During the three months ended March 31, 2017 and 2016, each fund is deemed to be a VoIE and neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.

Non-controlling Interest

As of March 31, 2017, Silvercrest holds approximately 63% of the economic interests in SLP. Silvercrest is the sole general partner of SLP and, therefore, controls the management of SLP. As a result, Silvercrest consolidates the financial position and the results of operations of SLP and its subsidiaries, and records a non-controlling interest, as a separate component of equity on its Condensed Consolidated Statement of Financial Condition for the remaining economic interests in SLP. The non-controlling interest in the income or loss of SLP is included in the Condensed Consolidated Statement of Operations as a reduction or addition to net income derived from SLP.

Segment Reporting

The Company views its operations as comprising one operating segment. Each of the Company’s acquired businesses has similar economic characteristics and has been or is in the process of being fully integrated. Furthermore, our chief operating decision maker, who is the Company’s Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues, expenses and other income reported in the Condensed Consolidated Financial Statements and the accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, determination of equity-based compensation, accounting for income taxes, determination of the useful lives of long-lived assets and other matters that affect the Condensed Consolidated Financial Statements and related disclosures.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of 90 days or less when purchased to be cash equivalents.

Equity Method Investments

Entities and investments, the activities over which the Company exercises significant influence, but which do not meet the requirements for consolidation, are accounted for using the equity method of accounting, whereby the Company records its share of the underlying income or losses of these entities. Intercompany profit arising from transactions with affiliates is eliminated to the extent of its beneficial interest. Equity in losses of equity method investments is not recognized after the carrying value of an investment, including advances and loans, has been reduced to zero, unless guarantees or other funding obligations exist.

The Company evaluates its equity method investments for impairment, whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment when the loss in value is deemed other than temporary. The Company’s equity method investments approximate their fair value at March 31, 2017 and December 31, 2016. The fair value of the equity method investments is estimated based on the Company’s share of the fair value of the net assets of the equity method investee. No impairment charges related to equity method investments were recorded during the three months ended March 31, 2017 or 2016.

Receivables and Due from Silvercrest Funds

Receivables consist primarily of amounts for advisory fees due from clients, management fees and family office services fees, and are stated as net realizable value. The Company maintains an allowance for doubtful receivables based on estimates of expected losses and specific identification of uncollectible accounts. The Company charges actual losses to the allowance when incurred.

Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements consist primarily of furniture, fixtures and equipment, computer hardware and software and leasehold improvements and are recorded at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the assets’ estimated useful lives, which for leasehold improvements is the lesser of the lease term or the life of the asset, generally 10 years, and 3 to 7 years for other fixed assets.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration is recorded as part of the purchase price when such contingent consideration is not based on continuing employment of the selling shareholders. Contingent consideration that is related to continuing employment is recorded as compensation expense. Payments made for contingent consideration recorded as part of an acquisition’s purchase price are reflected as financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.

The Company remeasures the fair value of contingent consideration at each reporting period using a probability-adjusted discounted cash flow method based on significant inputs not observable in the market and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings. Contingent consideration payments that exceed the acquisition date fair value of the contingent consideration are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows.

The excess of the purchase price over the fair value of the identifiable assets acquired, including intangibles, and liabilities assumed is recorded as goodwill. The Company generally uses valuation specialists to perform appraisals and assist in the determination of the fair values of the assets acquired and liabilities assumed. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the assets and liabilities. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill and Intangible Assets

Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is not amortized and is generally evaluated for impairment using a two-step process that is performed at least annually, or whenever events or circumstances indicate that impairment may have occurred.

The Company accounts for Goodwill under Accounting Standard Codification (“ASC”) No. 350, “Intangibles - Goodwill and Other,” which provides an entity the option to first perform a qualitative assessment of whether a reporting unit’s fair value is more likely than not less than its carrying value, including goodwill. In performing its qualitative assessment, an entity considers the extent to which adverse events or circumstances identified, such as changes in economic conditions, industry and market conditions or entity specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If an entity concludes that the fair value of a reporting unit is more likely than not less than its carrying amount, the entity is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and, accordingly, measure the amount, if any, of goodwill impairment loss to be recognized for that reporting unit. The Company utilized this option when performing its annual impairment assessment in 2016 and 2015, and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.

The Company has one reporting unit at March 31, 2017 and December 31, 2016. No goodwill impairment charges were recorded during the three months ended March 31, 2017 and 2016.

Identifiable finite-lived intangible assets are amortized over their estimated useful lives ranging from 3 to 20 years. The method of amortization is based on the pattern over which the economic benefits, generally expected undiscounted cash flows, of the intangible asset are consumed. Intangible assets for which no pattern can be reliably determined are amortized using the straight-line method. Intangible assets consist primarily of the contractual right to future management, advisory and performance fees from customer contracts or relationships.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount of the asset may not be recoverable. In connection with such review, the Company also reevaluates the periods of depreciation and amortization for these assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value.

Partner Distributions

Partner incentive allocations, which are determined by the general partner, can be formula-based or discretionary. Partner incentive allocations are treated as compensation expense and recognized in the period in which they are earned. In the event there is insufficient distributable cash flow to make incentive distributions, the general partner in its sole and absolute discretion may determine not to make any distributions called for under the partnership agreement. The remaining net income or loss after partner incentive allocations is generally allocated to unit holders based on their pro rata ownership.

Redeemable Partnership Units

If a principal of SLP is terminated for cause, SLP has the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees or (ii) the purchase price paid by the terminated principal to first acquire the Class B units.

SLP also makes distributions to its partners of various nature including incentive payments, profit distributions and tax distributions.  The profit distributions and tax distributions are accounted for as equity transactions.

Class A Common Stock

The Company’s Class A stockholders are entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. Also, Class A stockholders are entitled to receive dividends, when and if declared by the Company’s board of directors, out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Dividends consisting of shares of Class A common stock may be paid only as follows: (i) shares of Class A common stock may be paid only to holders of shares of Class A common stock and (ii) shares will be paid proportionately with respect to each outstanding share of the Company’s Class A common stock. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to holders of preferred stock having a liquidation preference, if any, the Class A stockholders will be entitled to share ratably in the Company’s remaining assets available for distribution to Class A stockholders. Class B units of SLP held by principals will be exchangeable for shares of the Company’s Class A common stock, on a one-for-one basis, subject to customary adjustments for share splits, dividends and reclassifications.

Class B Common Stock

Shares of the Company’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, the Company will issue the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of the Company’s Class B common stock will be redeemed for its par value and cancelled by the Company if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP and the terms of the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”). The Company’s Class B stockholders will be entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. The Company’s Class B stockholders will not participate in any dividends declared by the Company’s board of directors. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of its assets, Class B stockholders only will be entitled to receive the par value of the Company’s Class B common stock.

Revenue Recognition

Revenue is recognized ratably over the period in which services are performed. Revenue consists primarily of investment advisory fees, family office services fees and fund management fees. Investment advisory fees, which are earned pursuant to the terms of the underlying advisory contract, are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter, based on a contractually specified percentage of the assets managed. For investment advisory fees billed in advance, the value of assets managed is determined based on the value of the customer’s account as of the last trading day of the preceding quarter. For investment advisory fees billed in arrears, the value of assets managed is determined based on the value of the customer’s account on the last day of the quarter being billed. Family office services fees are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter based on a contractual percentage of the assets managed or based on a fixed fee arrangement. Management fees from proprietary and non-proprietary funds are calculated as a percentage of net asset values measured at the beginning of a month or quarter or at the end of a quarter, depending on the fund.

The Company accounts for performance based revenue in accordance with ASC No. 605-20-S99, “Accounting for Management Fees Based on a Formula”, by recognizing performance fees and allocations as revenue only when it is certain that the fee income is earned and payable pursuant to the relevant agreements, and no contingencies remain. Performance fee contingencies are typically resolved at the end of each annual period. In certain arrangements, the Company is only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets.

Equity-Based Compensation

Equity-based compensation cost relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed ratably over the requisite service period, net of estimated forfeitures. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeiture assumptions may affect the timing of the total amount of expense recognized over the vesting period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that have the potential to be settled in cash at the election of the employee or prior to the reorganization related to redeemable partnership units are classified as liabilities (“Liability Awards”) and are adjusted to fair value at the end of each reporting period.

Leases

The Company expenses the net lease payments associated with operating leases on a straight-line basis over the respective lease term, including any rent-free periods. Leasehold improvements are recorded at cost and are depreciated using the straight-line method over the lesser of the estimated useful lives of the improvements (generally 10 years) or the remaining lease term.

Income Taxes

Silvercrest and SFS are subject to federal and state corporate income tax, which requires an asset and liability approach to the financial accounting and reporting of income taxes. SLP is not subject to federal and state income taxes, since all income, gains and losses are passed through to its partners. SLP is, however, subject to New York City unincorporated business tax. With respect to the Company’s incorporated entities, the annual tax rate is based on the income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Judgment is required in determining the tax expense and in evaluating tax positions. The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the Condensed Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.

The Company derecognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.” ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP.  Originally, ASU No. 2014-09, as amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, was to become effective on January 1, 2017, but the effective date has been deferred for one year. Early adoption is permitted as of the original effective date. The new standard permits the use of either the retrospective or cumulative effect transition method. The new standard will require additional disclosures to provide better clarity about the nature, timing and potential uncertainties of the revenue that is recognized.  The Company is evaluating the effect that ASU No. 2014-09 will have on the Condensed Consolidated Financial Statements and related disclosures. The Company has not yet selected a transition method nor determined the impact of adoption of this standard on its Condensed Consolidated Financial Statements.  The Company plans on using the cumulative effect method upon adoption of this guidance, which is expected to result in an increase in the revenue disclosures in the Condensed Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments—Overall (Topic 825-10): "Recognition and Measurement of Financial Assets and Financial Liabilities." Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments.  Some of the amendments in ASU 2016-01 include the following: (1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (3) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (4) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value, among others. ASU 2016-01 will be effective on January 1, 2018. The Company is in the process of evaluating the impact of adoption of this guidance on its Condensed Consolidated Financial Statements. 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This amendment introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current lease accounting model. This amendment is effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.  However, the Company expects the adoption of this guidance will result in an increase to its assets and liabilities as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations.

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, “Accounting for Credit Losses” which amends the Board’s guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. This amendment is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, “Cash Flow Classification” which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In October 2016, the FASB issued ASU 2016-17, “Interests Held Through Related Parties That Are Under Common Control” which alters how a decision maker needs to consider indirect interests in a variable interest entity (VIE) held through an entity under common control. The new guidance amends ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, issued in February 2015. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash” which requires that a statement of cash flows explain the change during a reporting period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In December 2016, the FASB issued ASU 2016-19, “Technical Corrections and Improvements” which amends a number of Topics in the FASB Accounting Standards Codification. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In January 2017, The FASB issued ASU 2017-01, “Business Combinations (Topic 85): Clarifying the Definition of a Business”.  The amendments is this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses.  ASU 2017-01 will be effective for the Company in fiscal year 2019 and interim reporting periods within that year.  Early adoption is permitted for transactions that have not been reported in financial statements that have been issued or made available for issuance.  The Company expects the adoption of this guidance will not have a material effect on its Condensed Consolidated Financial Statements.

In January 2017, The FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”.  ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment testing.  An entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.  Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.  The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  An entity has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.  ASU 2017-04 will be effective for the Company in fiscal year 2021 and interim reporting periods within that year.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January, 1, 2017.  The Company expects the adoption of this guidance will not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. The ASU conforms the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard (ASC 606, as amended).  Subtopic 610-20 was issued as part of the new revenue standard. It provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. The new guidance defines “in substance nonfinancial assets,” unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The amendments are effective for annual periods beginning after December 15, 2017 with early adoption permitted. Transition can use either the full retrospective approach or the modified retrospective approach. The Company expects the adoption of this guidance will not have a material effect on the on the Company’s Condensed Consolidated Financial Statements.

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Acquisitions

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Acquisitions

3. ACQUISITIONS

Cappiccille:

On December 15, 2015, the Company executed an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, SLP, SAMG LLC (the “Buyer”) and Cappiccille & Company, LLC, a Delaware limited liability company (“Cappiccille” or the “Seller”), and Michael Cappiccille (the “Principal”), to acquire certain assets of Cappiccille.  The transaction contemplated by the Asset Purchase Agreement closed on January 11, 2016 and is referred to herein as the “Cappiccille Acquisition”.

Pursuant to the terms of the Asset Purchase Agreement, SAMG LLC acquired (i) substantially all of the business and assets of the Seller, a provider of tax services, including goodwill and the benefit of the amortization of goodwill related to such assets, and (ii) the personal goodwill of the Principal. In consideration of the purchased assets and goodwill, SAMG LLC paid to the Seller and the Principal an aggregate purchase price consisting of a cash payment of $148. The Company determined that the acquisition-date fair value of the contingent consideration was $354, based on the likelihood that the financial and performance targets described in the Asset Purchase Agreement will be achieved.  SAMG LLC will make earnout payments to the Principal as soon as practicable following December 31, 2016, 2017, 2018, 2019, and during 2020, in an amount equal to 19% of the revenue attributable to the business and assets of Cappiccille, based on revenue gained or lost post-transaction during the twelve months ended on the applicable determination date, except that the earnout payment for 2016 shall be equal to 19% of the revenue attributable to the Cappiccille for the period between the closing date of the Cappiccille Acquisition and December 31, 2016 and the earnout payment for 2020 shall be equal to 19% of the revenue attributable to the Cappiccille Acquisition for the period between January 1, 2020 and the fifth anniversary of the closing date of the Cappiccille Acquisition.  The estimated fair value of contingent consideration is recognized at the date of acquisition, and adjusted for changes in facts and circumstances until the ultimate resolution of the contingency. Changes in the fair value of contingent consideration are reflected as a component of general and administrative expenses in the Condensed Consolidated Statement of Operations. The fair value of the contingent consideration was based on discounted cash flow models using projected revenue for each earnout period. The discount rate applied to the projected revenue was determined based on the weighted average cost of capital for the Company and took into account that the overall risk associated with the payments was similar to the overall risks of the Company as there is no target, floor or cap associated the contingent payments.  The Company has a liability of $238 and $354 related to earnout payments to be made in conjunction with the Cappiccille Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition as of March 31, 2017 and December 31, 2016, respectively, for contingent consideration.

Jamison:

On March 30, 2015, the Company executed an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, SLP, SAMG LLC (the “Buyer”) and Jamison Eaton & Wood, Inc., a New Jersey corporation (“Jamison” or the “Seller”), and Keith Wood, Ernest Cruikshank, III, William F. Gadsden and Frederick E. Thalmann, Jr., each such individual a principal of Jamison (together, the “Principals of Jamison”), to acquire certain assets of Jamison.  The transaction contemplated by the Asset Purchase Agreement closed on June 30, 2015 and is referred to herein as the “Jamison Acquisition”.

Pursuant to the terms of the Asset Purchase Agreement, SAMG LLC acquired (i) substantially all of the business and assets of the Seller, an investment adviser, including goodwill and the benefit of the amortization of goodwill related to such assets, and (ii) the personal goodwill of the Principals of Jamison. In consideration of the purchased assets and goodwill, SAMG LLC paid to the Seller and the Principals of Jamison an aggregate purchase price consisting of (1) cash payments in the aggregate amount of $3,550 (the “Closing Cash Payment”), (2) a promissory note issued to the Seller in the principal amount of $394, with an interest rate of 5% per annum (the “Seller Note”), (3) promissory notes in varying amounts issued to each of the Principals of Jamison for an aggregated total amount of $1,771, each with an interest rate of 5% per annum (together, the “Principals of Jamison Notes”) and (4) Class B units of SLP (the “Class B Units”) issued to the Principals of Jamison with a value equal to $3,562 and an equal number of shares of Class B common stock of the Company, having voting rights but no economic interest (together, the “Equity Consideration”). The Company determined that the acquisition-date fair value of the contingent consideration was $1,429, based on the likelihood that the financial and performance targets described in the Asset Purchase Agreement will be achieved.  SAMG LLC will make earnout payments to the Principals of Jamison as soon as practicable following December 31, 2015, 2016, 2017, 2018, 2019 and during 2020, in an amount equal to 20% of the EBITDA attributable to the business and assets of Jamison (the “Jamison Business”), based on revenue gained or lost post-transaction during the twelve months ended on the applicable determination date, except that the earnout payment for 2015 shall be equal to 20% of the EBITDA attributable to the Jamison Business for the period between the closing date of the Jamison Acquisition and December 31, 2015 and the earnout payment for 2020 shall be equal to 20% of the EBITDA attributable to the Jamison Business for the period between January 1, 2020 and the fifth anniversary of the closing date of the Jamison Acquisition.  The estimated fair value of contingent consideration is recognized at the date of acquisition, and adjusted for changes in facts and circumstances until the ultimate resolution of the contingency. Changes in the fair value of contingent consideration are reflected as a component of general and administrative expenses in the Condensed Consolidated Statement of Operations. The fair value of the contingent consideration was based on discounted cash flow models using projected EBITDA for each earnout period. The discount rate applied to the projected EBITDA was determined based on the weighted average cost of capital for the Company and took into account that the overall risk associated with the payments was similar to the overall risks of the Company as there is no target, floor or cap associated the contingent payments.  The Company has a liability of $898 and $1,242 as of March 31, 2017 and December 31, 2016, respectively, related to earnout payments to be made in conjunction with the Jamison Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition for contingent consideration.

In connection with their receipt of the Equity Consideration, the Principals of Jamison became subject to the rights and obligations set forth in the limited partnership agreement of SLP and are entitled to distributions consistent with SLP’s distribution policy.  In addition, the Principals of Jamison became parties to the Exchange Agreement, which governs the exchange of Class B Units for Class A common stock of the Company, the Resale and Registration Rights Agreement, which provides the Principals of Jamison with liquidity with respect to shares of Class A common stock of the Company received in exchange for Class B Units, and the TRA of the Company, which entitles the Principals of Jamison to share in a portion of the tax benefit received by the Company upon the exchange of Class B Units for Class A common stock of the Company.

The Asset Purchase Agreement includes customary representations, warranties and covenants.

The strategic acquisition of Jamison, a long-standing and highly regarded investment boutique, strengthens the Company’s presence in the greater New York market and the Company gains investment managers that have significantexperience and knowledge of the industry.  Jamison’s clients will gain access to the Company’s complete investment management, wealth planning and reporting capabilities, including proprietary value equity and fixed income disciplines and alternative investment advisory services.

The Company believes the recorded goodwill is supported by the anticipated revenues and expected synergies of integrating the operations of Jamison into the Company.  The goodwill is expected to be deductible for tax purposes.

Ten-Sixty:

On March 28, 2013, SLP executed an asset purchase agreement with and closed the related transaction to acquire certain assets of Ten-Sixty. Ten-Sixty was a registered investment adviser that advised on approximately $1,900,000 of assets primarily on behalf of institutional clients. This strategic acquisition enhanced the Company’s hedge fund and investment manager due diligence capabilities, risk management analysis and reporting, and enhanced its institutional business. Under the terms of the Asset Purchase Agreement, SLP paid cash consideration at closing of $2,500 and issued a promissory note to Ten-Sixty in the principal amount of $1,479 subject to adjustment. The principal amount of the promissory note was paid in two initial installments of $218 each on April 30, 2013 and December 31, 2013 and then quarterly installments from June 30, 2014 through March 31, 2017 of $87 each. The principal amount outstanding under this note bears interest at the rate of five percent per annum.  As of March 31, 2017 and December 31, 2016, $0 and $95, respectively, remained outstanding on the note payable related to the Ten-Sixty acquisition.

Milbank:

On November 1, 2011, SAMG LLC executed an asset purchase agreement to acquire certain assets of Milbank.  The Company has a liability of $0 and $303 as of March 31, 2017 and December 31, 2016, respectively, related to earn-outs payable to Milbank included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition for contingent consideration.

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Investments and Fair Value Measurements

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Investments and Fair Value Measurements

4.INVESTMENTS AND FAIR VALUE MEASUREMENTS

Investments

Investments include $13 and $335 as of March 31, 2017 and December 31, 2016, respectively, representing the Company’s interests in the Silvercrest Funds which have been established and managed by the Company and its affiliates. The Company’s financial interest in these funds can range in amounts up to 2% of the net assets of the funds. Despite the Company’s insignificant financial interest, the Company applies the equity method to account for its interests in affiliated investment funds because it exercises significant influence over these funds as the Company typically serves as the general partner, managing member or equivalent for these funds. During 2007, the Silvercrest Funds granted rights to the unaffiliated investors in each respective fund to provide that a simple majority of the fund’s unaffiliated investors will have the right, without cause, to remove the general partner or equivalent of that fund or to accelerate the liquidation date of that fund in accordance with certain procedures. At March 31, 2017 and 2016, the Company determined that none of the Silvercrest Funds were required to be consolidated. The Company’s involvement with these entities began on the dates that they were formed, which range from July 2003 to July 2014.

Fair Value Measurements

GAAP establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in an orderly market generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

• Level I: Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments in Level I include listed equities and listed derivatives.

• Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in Level II include corporate bonds and loans, less liquid and restricted equity securities, certain over-the counter derivatives, and certain fund of hedge funds investments in which the Company has the ability to redeem its investment at net asset value at, or within three months of, the reporting date.

• Level III: Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in Level III generally include general and limited partnership interests in private equity and real estate funds, credit-oriented funds, certain over-the-counter derivatives, funds of hedge funds which use net asset value per share to determine fair value in which the Company may not have the ability to redeem its investment at net asset value at, or within three months of, the reporting date, distressed debt and non-investment grade residual interests in securitizations and collateralized debt obligations.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

At March 31, 2017 and December 31, 2016, the Company did not have any financial assets or liabilities that are recorded at fair value on a recurring basis.

At March 31, 2017 and December 31, 2016, financial instruments that are not held at fair value are categorized in the table below:

	March 31, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
Financial Assets:
Cash	$	22,708	$	22,708	$	37,517	$	37,517
Investments	$	13	$	13	$	335	$	335		N/A	(1)
Financial liabilities:
Notes Payable	$	2,419	$	2,419	$	2,486	$	2,486		Level 2	(2)

(1) Investments consist of the Company’s equity method investments in affiliated investment funds which have been established and managed by the Company and its affiliates.  Fair value of investments is based on the net asset value of the affiliated investment funds which is a practical expedient for fair value, which is not included in the fair value hierarchy under GAAP.

(2) The carrying value of notes payable and borrowings under the revolving credit agreement approximates fair value, which is determined based on interest rates currently available to the Company for similar debt.

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Receivables, Net

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Receivables, Net

5. RECEIVABLES, NET

The following is a summary of receivables as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Management and advisory fees receivable	$	3,762		$	4,369
Unbilled receivables		2,636			2,552
Other receivables		2			2
Receivables		6,400			6,923
Allowance for doubtful receivables		(621	)		(653	)
Receivables, net	$	5,779		$	6,270

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Furniture, Equipment and Leasehold Improvements, Net

3 Months Ended

Mar. 31, 2017

Property Plant And Equipment [Abstract]

Furniture, Equipment and Leasehold Improvements, Net

6. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

The following is a summary of furniture, equipment and leasehold improvements, net as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Leasehold improvements	$	3,920		$	3,915
Furniture and equipment		5,968			5,802
Artwork		466			466
Total cost		10,354			10,183
Accumulated depreciation and amortization		(7,943	)		(7,772	)
Furniture, equipment and leasehold improvements, net	$	2,411		$	2,411

Depreciation expense for the three months ended March 31, 2017 and 2016 was $208 and $179, respectively.  

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Goodwill

3 Months Ended

Mar. 31, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

7. GOODWILL

The following is a summary of the changes to the carrying amount of goodwill for the three months ended March 31, 2017 and the year ended December 31, 2016:

	March 31, 2017			December 31, 2016
Beginning
Gross balance	$	42,583		$	42,097
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance		25,168			24,682
Acquisition of Cappiccille		─			486
Ending
Gross balance		42,583			42,583
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance	$	25,168		$	25,168

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Intangible Assets, Net

3 Months Ended

Mar. 31, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

8. INTANGIBLE ASSETS, NET

The following is a summary of intangible assets as of March 31, 2017 and December 31, 2016:

	Customer Relationships			Other Intangible Assets			Total
Cost
Balance, January 1, 2017	$	22,560		$	2,467		$	25,027
Balance, March 31, 2017		22,560			2,467			25,027
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2017		(9,721	)		(1,902	)		(11,623	)
Amortization expense		(412	)		(45	)		(457	)
Balance, March 31, 2017		(10,133	)		(1,947	)		(12,079	)
Net book value	$	12,427		$	520		$	12,947
Cost
Balance, January 1, 2016	$	22,560		$	2,467		$	25,027
Balance, December 31, 2016		22,560			2,467			25,027
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2016		(8,062	)		(1,634	)		(9,696	)
Amortization expense		(1,659	)		(268	)		(1,927	)
Balance, December 31, 2016		(9,721	)		(1,902	)		(11,623	)
Net Book Value	$	12,839		$	565		$	13,404

Amortization expense related to intangible assets was $457 and $486 for the three months ended March 31, 2017 and 2016, respectively.    

Amortization related to the Company’s finite life intangible assets is scheduled to be expensed over the next five years and thereafter as follows:

2017 (remainder of)	$	1,369
2018		1,685
2019		1,390
2020		1,299
2021		1,196
Thereafter		6,008
Total	$	12,947

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Debt

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Debt

9. DEBT

Credit Facility

On June 24, 2013, the subsidiaries of SLP entered into a $15,000 credit facility with City National Bank. The subsidiaries of SLP are the borrowers under such facility and SLP guarantees the obligations of its subsidiaries thereunder. The credit facility is secured by certain assets of SLP and its subsidiaries. The credit facility consists of a $7,500 delayed draw term loan that matures on June 24, 2020 and a $7,500 revolving credit facility that matured on December 24, 2016. As of December 23, 2016, the revolving credit facility was extended for one year.  The loan bears interest at either (a) the higher of the prime rate plus a margin of 0.05 percentage points and 2.5% or (b) the LIBOR rate plus 3 percentage points, at the borrowers’ option. On June 28, 2013, the borrowers borrowed $7,000 on the revolving credit loan. As of March 31, 2017 and December 31, 2016, no amount has been drawn on the term loan credit facility and the borrowers may draw up to the full amount of the term loan through June 25, 2018. Borrowings under the term loan on or prior to June 24, 2015 were payable in 20 equal quarterly installments. Borrowings under the term loan after June 24, 2015 are payable in equal quarterly installments through the maturity date. The credit facility contains restrictions on, among other things, (i) incurrence of additional debt, (ii) creating liens on certain assets, (iii) making certain investments, (iv) consolidating, merging or otherwise disposing of substantially all of our assets, (v) the sale of certain assets, and (vi) entering into transactions with affiliates. In addition, the credit facility contains certain financial covenants including a test on discretionary assets under management, maximum debt to EBITDA and a fixed charge coverage ratio. The credit facility contains customary events of default, including the occurrence of a change in control which includes a person or group of persons acting together acquiring more than 30% of the total voting securities of Silvercrest.

As of March 31, 2017 and December 31, 2016, the Company did not have any outstanding borrowings under the revolving credit facility.

Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the three months ended March 31, 2017 and 2016 was $4 and $12, respectively.

Notes Payable

The following is a summary of notes payable:

	March 31, 2017
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	1,443
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		895
Interest payable					81
Total, March 31, 2017				$	2,419

	December 31, 2016
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	1,538
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		895
Interest payable					53
Total, December 31, 2016				$	2,486

The carrying value of notes payable approximates fair value. The fixed rate notes, which are related to the Jamison and Ten-Sixty acquisitions, approximate fair value based on interest rates currently available to the Company for similar debt.  The variable rate notes are based on the U.S. Prime Rate.

As of March 31, 2017, future principal amounts payable under the fixed and variable rate notes are as follows:

2017 (remainder of)	$	1,616
2018		722
Total	$	2,338

On June 3, 2013, Silvercrest redeemed units from two of our former principals. In conjunction with this redemption, Silvercrest issued promissory notes in an aggregate principal amount of approximately $5,300, subject to downward adjustments to the extent of any breach by the holders of such notes. The principal amounts of the notes were originally payable in four equal annual installments on each of June 3, 2014, 2015, 2016 and 2017. The principal amount outstanding under these notes bears interest at the U.S. Prime Rate plus 1% in effect at the time payments are due. Silvercrest elected not to make the June 3, 2014 payment as it was being assessed as to whether the former principals had complied with the note covenants and whether any reduction to these notes should be made.  In October 2014, certain reductions totaling $1,722 were agreed to, based upon a review of the note covenants.  As a result, the principal amounts of the notes of $3,578 became payable in four equal installments of approximately $900 on November 1, 2014, and on each of August 1, 2015, 2016 and 2017.  As of March 31, 2017 and December 31, 2016, $895 and $895, respectively, remained outstanding on the notes and accrued but unpaid interest on the notes was approximately $27 and $17, respectively.  

On June 30, 2015, Silvercrest issued promissory notes in an aggregate principal amount of approximately $2,165 in connection with the Jamison Acquisition.  The principal amount outstanding under the notes bears interest at 5% per annum.  The principal amounts of the notes are payable in three equal installments of approximately $722 on each of June 30, 2016, 2017 and 2018.  As of March 31, 2017 and December 31, 2016, $1,443 and $1,443, respectively, remained outstanding on the note and accrued but unpaid interest on the notes was approximately $54 and $36, respectively.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2017

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office space pursuant to operating leases that are subject to specific escalation clauses. Rent expense charged to operations for the three months ended March 31, 2017 and 2016 amounted to $954 and $964, respectively. The Company received sub-lease income from subtenants during the three months ended March 31, 2017 and 2016 of $67 and $100, respectively. Therefore, for the three months ended March 31, 2017 and 2016, net rent expense amounted to $887 and $864, respectively, and is included in general and administrative expenses in the Condensed Consolidated Statement of Operations.  

As security for performance under the leases, the Company is required to maintain letters of credit in favor of the landlord totaling $506 as of March 31, 2017 and December 31, 2016.  Furthermore, the Company maintains an $80 letter of credit in favor of its Boston landlord. Both are collateralized by the Company’s revolving credit facility with City National Bank.

In March 2014, the Company entered into a lease agreement for additional office space in Richmond, VA.  The lease commenced on May 1, 2014 and expires July 31, 2019. The lease is subject to escalation clauses and provides for a rent-free period of three months.  Monthly rent expense is $5.  The Company paid a refundable security deposit of $3.  In September 2016, the Company entered into Lease Amendment Number One (“Amendment Number One”) to expand its space and extend its lease.  This expansion will occur on or about October 1, 2017, and the lease is extended to November 30, 2024.  The amended lease provides for a rent credit of $40,000.  Monthly rent expense under the amended lease is $10.  

In June 2015, the Company entered into a lease agreement for office space in Charlottesville, VA.  The lease commenced on June 30, 2015 and expires on June 30, 2018.  The lease is subject to escalation clauses and provides for a rent-free period of two months.  Monthly rent expense is $2.  The Company paid a refundable security deposit of $2.

In connection with the Jamison Acquisition, the Company assumed lease agreements for office space in Bedminster and Princeton, NJ.  The Bedminster lease, as extended, expires on March 31, 2022.  Monthly rent expense on this lease is $11.  The Princeton lease, as extended, expired on April 30, 2016.  Monthly rent expense on this lease was $5.  Both leases are subject to escalation clauses, and the Bedminster lease provides for a rent-free period of four months.

In December 2015, the Company extended its lease related to its New York City office space.  The amended lease commences on October 1, 2017 and expires on September 30, 2028.  The lease is subject to escalation clauses, and provides for a rent-free period of twelve months and for tenant improvements of up to $2,080.  Monthly rent under this extension will be $446.

In January 2016, the Company entered into a lease agreement for office space in Princeton, NJ.  The lease commenced April 23, 2016 and expires on August 31, 2022.  This lease replaces the Princeton lease discussed above that expired on April 30, 2016.  Monthly rent expense on this lease is $6.  The lease is subject to escalation clauses, and provides for a rent-free period of five months.

With the Cappiccille Acquisition, the Company assumed a lease agreement for office space in Livingston, NJ.  The lease is month-to-month.  Monthly rent expense is $2.

Future minimum lease payments and rentals under lease agreements which expire through 2028 are as follows:

	Minimum Lease Commitments		Non-cancellable Subleases			Minimum Net Rentals
Remainder of 2017	$	2,085	$	(148	)	$	1,937
2018		1,683		(1	)		1,682
2019		5,743		—			5,743
2020		5,750		—			5,750
2021		5,757		—			5,757
Thereafter		38,460		—			38,460
Total	$	59,478	$	(149	)	$	59,329

The Company has capital leases for certain office equipment. The Company entered into a capital lease agreement for a telephone system during 2014.  The amount financed was $321 and the lease has a term of five years, which began on March 1, 2014.   Monthly minimum lease payments are $5, and continue through November 30, 2018.   On June 30, 2015, the Company assumed certain capital leases for equipment totaling $253 as part of the Jamison Acquisition.  In July 2015, the Company entered into a capital lease for a copier.  The amount financed was $21 and the lease has a term of three years, which began on July 1, 2015.  Monthly minimum lease payments are $1, and continue through June 30, 2018.  In October 2015, the Company entered in a capital lease for a copier.  The amount financed was $18 and the lease has a term of three years, which began on November 1, 2015.  Monthly minimum lease payments are $1, and continue through October 31, 2018.  In January 2017, the Company entered into a capital lease agreement for a copier.  The amount financed was $11 and the lease has a term of two years, which began on January 1, 2017.  Monthly minimum lease payments are $1, and continue through December 31, 2018.  In January 2017, the Company entered into a capital lease agreement for two copiers.  The amount financed was $152 and the lease has a term of five years, which began on February 1, 2017.  Monthly minimum lease payments are $3, and continue through January 31, 2022.  The aggregate principal balance of capital leases was $353 and $267 as of March 31, 2017 and December 31, 2016, respectively.

The assets relating to capital leases that are included in equipment as of March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017			December 31, 2016
Capital lease assets included in furniture and equipment	$	702		$	625
Capital lease assets included in software		58			58
Less: Accumulated depreciation and amortization		(375	)		(374	)
	$	385		$	309

Depreciation expense relating to capital lease assets was $38 and $31 for the three months ended March 31, 2017 and 2016, respectively.    

Future minimum lease payments under capital leases are as follows:

	Future Minimum Lease Commitments
Remainder of 2017	$	120
2018		131
2019		41
2020		32
2021		28
2022		1
Total	$	353

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Equity

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Equity

11. EQUITY

SLP historically made, and will continue to make, distributions of its net income to the holders of its partnership units for income tax purposes as required under the terms of its Second Amended and Restated Limited Partnership Agreement and also made, and will continue to make, additional distributions of net income under the terms of its Second Amended and Restated Limited Partnership Agreement. Partnership distributions totaled $1,949 and $1,375, for the three months ended March 31, 2017 and 2016, respectively.    Distributions are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition.

Pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, as amended and restated, partner incentive allocations are treated as distributions of net income. The remaining net income or loss after partner incentive allocations was generally allocated to the partners based on their pro rata ownership. Net income allocation is subject to the recovery of the allocated losses of prior periods. Distributions of partner incentive allocations of net income for the three months ended March 31, 2017 and 2016 amounted to $21,177 and $18,827, respectively. The distributions are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Equity for the three months ended March 31, 2017 and 2016. The Company treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned. During the three months ended March 31, 2017 and 2016, SLP accrued partner incentive allocations of $5,651 and $4,422, respectively.    

Silvercrest—Equity

Silvercrest has the following authorized and outstanding equity:

	Shares at March 31, 2017
	Authorized		Outstanding		Voting Rights	Economic Rights
Common shares
Class A, par value $0.01 per share		50,000,000		8,100,205	1 vote per share (1), (2)	All (1), (2)
Class B, par value $0.01 per share		25,000,000		4,840,295	1 vote per  share (3), (4)	None (3), (4)
Preferred shares
Preferred stock, par value $0.01 per share		10,000,000		—	See footnote (5) below	See footnote (5) below

(1) Each share of Class A common stock is entitled to one vote per share. Class A common stockholders have 100% of the rights of all classes of Silvercrest’s capital stock to receive dividends.

(2) During 2016, Silvercrest granted 10,582 restricted stock units which will vest and settle in the form of Class A shares of Silvercrest.

(3) Each share of Class B common stock is entitled to one vote per share.

(4) Each Class B unit of SLP held by a principal is exchangeable for one share of the Company’s Class A common stock. The principals collectively hold 4,840,295 Class B units, which represent the right to receive their proportionate share of the distributions made by SLP, and 728,674 restricted stock units which will vest and settle in the form of Class B units of SLP. The 728,674 restricted stock units which have been issued to our principals entitle the holders thereof to participate in distributions from SLP as if the underlying Class B units are outstanding and thus are taken into account to determine the economic interest of each holder of units in SLP. However, because the Class B units underlying the restricted stock units have not been issued and are not deemed outstanding, the holders of restricted stock units have no voting rights with respect to those Class B units. Silvercrest will not issue shares of Class B common stock in respect of restricted stock units of SLP until such time that the underlying Class B units are issued.

(5) Silvercrest’s board of directors has the authority to issue preferred stock in one or more classes or series and to fix the rights, preferences, privileges and related restrictions, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, or the designation of the class or series, without the approval of its stockholders.

Silvercrest is dependent on cash generated by SLP to fund any dividends. Generally, SLP will distribute its profits to all of its partners, including Silvercrest, based on the proportionate ownership each holds in SLP. Silvercrest will fund dividends to its stockholders from its proportionate share of those distributions after provision for its income taxes and other obligations.

During the three months ended March 31, 2017, Silvercrest issued the following shares:

Class A Common Stock

	Transaction	# of
	Date	Shares
Class A common stock outstanding - January 1, 2017			8,074,197
Issuance of Class A common Stock upon conversion of Class B units to Class A common stock	March 2017		26,008
Class A common shares outstanding – March 31, 2017			8,100,205

Class B Common Stock

	Transaction	# of
	Date	Shares
Class B common stock outstanding - January 1, 2017			4,866,303
Cancellation of Class B common stock upon conversion of Class B units to Class A common stock	March 2017		(26,008	)
Class B common shares outstanding – March 31, 2017			4,840,295

In March 2017, the Company redeemed from certain existing partners 26,008 shares of Class B common stock in connection with the exchange of a like number of Class B units to Class A common stock pursuant to the resale and registration rights agreement between the Company and its principals.

The total amount of shares of Class B common stock outstanding and held by principals equals the number of Class B units those individuals hold in SLP. Shares of Silvercrest’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, Silvercrest will issue to the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of Silvercrest’s Class B common stock will be redeemed for its par value and cancelled by Silvercrest if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP, the terms of the 2012 Equity Incentive Plan of Silvercrest, or otherwise.

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Notes Receivable from Partners

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Notes Receivable from Partners

12. NOTES RECEIVABLE FROM PARTNERS

Partner contributions to SLP are made in cash, in the form of five or six year interest-bearing promissory notes and/or in the form of nine year interest-bearing limited recourse promissory notes. Limited recourse promissory notes were issued in January 2008 and August 2009 with interest rates of 3.53% and 2.77%, respectively. The recourse limitation includes a stated percentage of the initial principal amount of the limited recourse note plus a stated percentage of the accreted principal amount as of the date upon which all amounts due are paid in full plus all costs and expenses required to be paid by the borrower and all amounts required to be paid pursuant to a pledge agreement associated with each note issued. Certain notes receivable are payable in annual installments and are collateralized by SLP’s units that are purchased with the note. Notes receivable from partners are reflected as a reduction of non-controlling interests in the Condensed Consolidated Statements of Financial Condition.

Notes receivable from partners are as follows for the three months ended March 31, 2017 and the year ended December 31, 2016:

	March 31, 2017			December 31, 2016
Beginning balance	$	2,085		$	2,789
New note receivable issued to a partner		—			120
Repayment of notes		(346	)		(880	)
Interest accrued and capitalized on notes receivable		9			56
Ending balance	$	1,748		$	2,085

Full recourse notes receivable from partners as of March 31, 2017 and December 31, 2016 are $915 and $1,207, respectively. Limited recourse notes receivable from partners as of March 31, 2017 and December 31, 2016 are $833 and $878, respectively. There is no allowance for credit losses on notes receivable from partners as of March 31, 2017 and December 31, 2016.

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Related Party Transactions

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions

13. RELATED PARTY TRANSACTIONS

During the first three months of 2017 and 2016, the Company provided services to the following, which operate as feeder funds investing through master-feeder or mini-master feeder structures:

• the domesticated Silvercrest Hedged Equity Fund, L.P. (formed in 2011 and formerly Silvercrest Hedged Equity Fund),

• Silvercrest Hedged Equity Fund (International), Ltd. (which invests through Silvercrest Hedged Equity Fund, L.P.),

• the domesticated Silvercrest Emerging Markets Fund, L.P. (formed in 2011 and formerly Silvercrest Emerging Markets Fund),

• Silvercrest Emerging Markets Fund (International), Ltd. (which invests through Silvercrest Emerging Markets Fund L.P.),

• Silvercrest Market Neutral Fund (currently in liquidation),

• Silvercrest Market Neutral Fund (International) (currently in liquidation),

• Silvercrest Municipal Advantage Portfolio A LLC,

• Silvercrest Municipal Advantage Portfolio P LLC,

• Silvercrest Municipal Advantage Portfolio S LLC (formed in 2015),

• the Silvercrest Jefferson Fund, L.P. (formed in 2014), and

• the Silvercrest Jefferson Fund, Ltd. (the Company took over as investment manager in 2014, formerly known as the Jefferson Global Growth Fund, Ltd.), which invests in Silvercrest Jefferson Master Fund, L.P. (formed in 2014).

The Company also provides services to the following, which operate and invest separately as stand-alone funds:

• the Silvercrest Global Opportunities Fund, L.P. (currently in liquidation),

• Silvercrest Global Opportunities Fund (International), Ltd. (currently in liquidation),

• Silvercrest Capital Appreciation Fund LLC (currently in liquidation),

• Silvercrest International Equity Fund, L.P. (merged into Silvercrest International Fund, L.P. in October 2013),

• Silvercrest Municipal Special Situations Fund LLC (merged into Silvercrest Municipal Advantage Portfolio S LLC in 2015),

• Silvercrest Municipal Special Situations Fund II LLC (merged into Silvercrest Municipal Advantage Portfolio S LLC in 2015),

• Silvercrest Select Growth Equity Fund, L.P. (liquidated as of December 31, 2015),

• Silvercrest International Fund, L.P. (previously known as Silvercrest Global Fund, L.P.  Silvercrest International Equity Fund, L.P. merged into this fund in October 2013),

• Silvercrest Small Cap Fund, L.P. (currently in liquidation),

• Silvercrest Special Situations Fund, L.P., and

• Silvercrest Commodity Strategies Fund, L.P.

Pursuant to agreements with the above entities, the Company provides investment advisory services and receives an annual management fee of 0% to 1.75% of assets under management and a performance fee or allocation of 0% to 10% of the above entities’ net appreciation over a high-water mark.

For the three months ended March 31, 2017 and 2016, the Company earned from the above activities management fee income, which is included in “Management and advisory fees” in the Condensed Consolidated Statements of Operations, of $1,442 and $1,582, respectively.  As of March 31, 2017 and December 31, 2016, the Company was owed $2,306 and $2,876, respectively, from its various funds, which is included in Due from Silvercrest Funds on the Condensed Consolidated Statements of Financial Condition.

For the three months ended March 31, 2017 and 2016, the Company earned advisory fees of $201 and $123, respectively, from assets managed on behalf of certain of its employees.  As of March 31, 2017 and December 31, 2016, the Company is owed approximately $15 and $2 from certain of its employees, which is included in Receivables, net on the Condensed Consolidated Statements of Financial Condition.

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Income Taxes

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

14. INCOME TAXES

As of March 31, 2017, the Company had net deferred tax assets of $19,697, which is recorded as a deferred tax asset of $19,934 specific to Silvercrest which consists primarily of assets related to temporary differences between the financial statement and tax bases of intangible assets related to its acquisition of partnership units of SLP, a deferred tax liability of $137 specific to SLP which consists primarily of liabilities related to differences between the financial statement and tax bases of intangible assets offset in part by amounts for deferred rent expense and a deferred tax liability of $100 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets.  Of the total net deferred taxes at March 31, 2017, $97 of the net deferred tax liabilities relate to non-controlling interests. These amounts are included in prepaid expenses and other assets and deferred tax and other liabilities on the Condensed Consolidated Statement of Financial Condition, respectively.

As of December 31, 2016, the Company had a net deferred tax asset of $19,989, which is recorded as a net deferred tax asset of $20,221 specific to Silvercrest, which consists primarily of net assets related to temporary differences between the financial statement and tax bases of intangibles related to its acquisition of partnership units of SLP, a net deferred tax liability of $128 specific to SLP which consists primarily of liabilities related to differences between the financial statement and tax bases of intangible assets, and a net deferred tax liability of $104 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets.  

The current tax expense was $1,001 and $720 for the three months ended March 31, 2017 and 2016, respectively. Of the amount for the three months ended March 31, 2017, $555 relates to Silvercrest’s corporate tax expense, $445 relates to SLP’s state and local liability and $1 relates to SFS’s corporate tax expense.  The deferred tax expense for the three months ended March 31, 2017 and 2016 was $431 and $367, respectively.  When combined with current tax expense, the total income tax provision for the three months ended March 31, 2017 and 2016 is $1,432 and $1,088, respectively.  The tax expense for the three months ended March 31, 2017 and 2016, also includes additional tax expense (benefits) of ($4) and ($21), respectively, for discrete items. The discrete items for the three months ended March 31, 2017 are primarily attributable to adjustments to the value of deferred tax assets for SAMG.  The discrete items for the three months ended March 31, 2016 are primarily attributable to changes in apportionment relative to tax year 2016.

The current tax expense increased from the comparable period in 2016 mainly due to an increase in Silvercrest’s profits.

As of March 31, 2017, the Company had tax refunds receivable of $2,415, which consisted of federal and state and local tax refunds of $975 and $1,440, respectively.  

As of December 31, 2016, the Company had tax refunds receivable of $2,625 which consisted of federal and state and local tax refunds of $1,427 and $1,198, respectively.  

Of the total current tax expense for the three months ended March 31, 2017 and 2016, $183 and $155, respectively, relates to non-controlling interests.  Of the deferred tax expense for the three months ended March 31, 2017 and 2016, $2 and ($1), respectively, relates to non-controlling interests.  When combined with current tax expense, the total income tax provision for the three months ended March 31, 2017 and 2016 related to non-controlling interests is $185 and $154, respectively.

In the normal course of business, the Company is subject to examination by federal, state, and local tax regulators. As of March 31, 2017, the Company’s U.S. federal income tax returns for the years 2013 through 2016 are open under the normal three-year statute of limitations and therefore subject to examination.

The guidance for accounting for uncertainty in income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.  Furthermore, the Company does not have any material uncertain tax positions at March 31, 2017 and 2016.

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Redeemable Partnership Units

3 Months Ended

Mar. 31, 2017

Redeemable Partnership Units [Abstract]

Redeemable Partnership Units

15. REDEEMABLE PARTNERSHIP UNITS

If a principal of SLP is terminated for cause, SLP would have the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees and (ii) the purchase price paid by the terminated principal to first acquire the Class B units.

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Equity-Based Compensation

3 Months Ended

Mar. 31, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity-Based Compensation

16. EQUITY-BASED COMPENSATION

Deferred Equity Units

Determining the appropriate fair value model and calculating the fair value of equity compensation awards requires the input of complex and subjective assumptions, including the expected life of the equity compensation awards and the stock price volatility. In addition, determining the appropriate amount of associated periodic expense requires management to estimate the amount of employee forfeitures and the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair value of equity compensation awards and the associated periodic expense represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the Company’s equity-based compensation awards changes, then the amount of expense may need to be adjusted and future equity compensation expense could be materially different from what has been recorded in the current period.

SLP has granted equity-based compensation awards to certain partners under SLP’s 2010, 2011 and 2012 Deferred Equity programs (the “Equity Programs”). The Equity Programs allow for the granting of deferred equity units based on the fair value of the Company’s units. These deferred equity units contain both service and performance requirements.

Each grant includes a deferred equity unit (“Deferred Equity Unit”) and performance unit (“Performance Unit”) subject to various terms including terms of forfeiture and acceleration of vesting. The Deferred Equity Unit represents the unsecured right to receive one unit of SLP or the equivalent cash value of up to 50% (or such other percentage as may be determined by the Company’s Executive Committee) of SLP’s units issuable upon the vesting of any such Deferred Equity Units and the remaining 50% in units upon the vesting of any such Deferred Equity Units. Such cash amount is to be calculated using the equivalent share price of the Silvercrest’s Class A common stock as of the applicable vesting date. The Performance Unit represents the unsecured right to receive one unit of SLP for every two units of SLP issuable upon the vesting of any such Deferred Equity Units.

Twenty-five percent of the Deferred Equity Units vest on each of the first, second, third, and fourth anniversaries of the grant date until the Deferred Equity Units are fully vested. The Performance Units are subject to forfeiture and subject to the satisfaction of a predetermined performance target at the end of the four-year vesting period. If the performance target is achieved, then the Performance Units vest at the end of the four-year vesting period. The rights of the partners with respect to the Performance Units remain subject to forfeiture at all times prior to the date on which such rights become vested and will be forfeited if the performance target is not achieved.

Distributions related to Deferred Equity Units that are paid to partners are charged to non-controlling interests. Distributions related to the unvested portion of Deferred Equity Units that are assumed to be forfeited are recognized as compensation expense because these distributions are not required to be returned by partners to SLP upon forfeiture.

The grant date fair values of Performance Units were determined by applying a performance probability factor to the Deferred Equity Unit Value. These methodologies included the use of third party data and discounts for lack of control and marketability.

Only the portion of Deferred Equity Units that can be settled in cash are considered to be liability awards and are adjusted to fair value at the end of each reporting period.

For the three months ended March 31, 2017 and 2016, the Company recorded compensation expense related to such Deferred Equity Units of $0 and $14, respectively, of which $0 and $1, respectively, relates to the Performance Units.  

During the three months ended March 31, 2017 and 2016, $0 of vested Deferred Equity Units were settled in cash.

A summary of these equity grants by the Company as of March 31, 2016 during the periods then ended is presented below:

					Deferred Equity Units				Performance Units
	Units				Range of Fair Value per unit				Units			Fair Value per unit
Balance at January 1, 2016		4,911		$	12.00	$	14.25			6,386		$	3.75
Vested		(4,911	)		—		(10.92	)		—			—
Forfeited		—			—		—			(6,386	)		—
Balance at March 31, 2016		—		$	—	$	—			—		$	—

The Company estimated 10% of all awards to be forfeited and the related service period was four years.

Restricted Stock Units

On November 2, 2012, the Company’s board of directors adopted the 2012 Equity Incentive Plan.

A total of 1,687,500 shares were originally reserved and available for issuance under the 2012 Equity Incentive Plan. As of March 31, 2017, 690,077 shares are available for grant. The equity interests may be issued in the form of shares of the Company’s Class A common stock and Class B units of SLP. (All references to units or interests of SLP refer to Class B units of SLP and accompanying shares of Class B common stock of Silvercrest).

The purposes of the 2012 Equity Incentive Plan are to (i) align the long-term financial interests of our employees, directors, consultants and advisers with those of our stockholders; (ii) attract and retain those individuals by providing compensation opportunities that are consistent with our compensation philosophy; and (iii) provide incentives to those individuals who contribute significantly to our long-term performance and growth. To accomplish these purposes, the 2012 Equity Incentive Plan provides for the grant of units of SLP. The 2012 Equity Incentive Plan also provides for the grant of stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock units, performance-based stock awards and other stock-based awards (collectively, stock awards) based on our Class A common stock. Awards may be granted to employees, including officers, members, limited partners or partners who are engaged in the business of one or more of our subsidiaries, as well as non-employee directors and consultants.

It is initially anticipated that awards under the 2012 Equity Incentive Plan granted to our employees will be in the form of units of SLP or shares of our Class A common stock that will not vest until a specified period of time has elapsed, or other vesting conditions have been satisfied as determined by the Compensation Committee of the Company’s board of directors, and which may be forfeited if the vesting conditions are not met. During the period that any vesting restrictions apply, unless otherwise determined by the Compensation Committee, the recipient of awards that vest in the form of units of SLP will be eligible to participate in distributions of income from SLP. In addition, before the vesting conditions have been satisfied, the transferability of such units is generally prohibited and such units will not be eligible to be exchanged for cash or shares of our Class A common stock.

In August 2015, the Company granted 966,510 restricted stock units (“RSUs”) under the 2012 Equity Incentive Plan at a fair value of $13.23 per share to existing Class B unit holders.  These RSUs will vest and settle in the form of Class B units of SLP.  Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.

In May 2016, the Company granted 3,791 RSUs under the 2012 Equity Incentive Plan at a fair value of $13.19 per share to existing Class B unit holders.  These RSUs will vest and settle in the form of Class B units of SLP.  Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.  

In May 2016, the Company granted 3,000 RSUs under the 2012 Equity Incentive Plan at a fair value of $13.19 per share to certain members of the Board of Directors.  These RSUs will vest and settle in the form of Class A shares of Silvercrest.  One hundred percent of the RSUs granted vest and settle on the first anniversary of the grant date.

In May 2016, the Company granted 7,582 RSUs under the 2012 Equity Incentive Plan at a fair value of $13.19 per share to an employee.  These RSUs will vest and settle in the form of Class A shares of Silvercrest.  Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.

For the three months ended March 31, 2017 and 2016, the Company recorded compensation expense related to such RSUs of $810 and $791, respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended.  As of March 31, 2017 and December 31, 2016 there was $4,348 and $5,169, respectively, of unrecognized compensation expense related to unvested awards. As of March 31, 2017 and December 31, 2016, the unrecognized compensation expense related to unvested awards is expected to be recognized over a period of 2.15 and 2.40 years, respectively.

A summary of these RSU grants by the Company as of March 31, 2017 and 2016 is presented below:

	Restricted Stock Units Granted
	Units		Fair Value per unit
Total granted at January 1, 2017		739,256	$	13.19 – 13.23
Total granted at March 31, 2017		739,256	$	13.19 - 13.23
Total granted at January 1, 2016		966,510	$	13.23
Total granted at March 31, 2016		966,510	$	13.23

For the three months ended March 31, 2017 and 2016, the Company recorded total compensation expense related to such Deferred Equity Units and Restricted Stock Units of $810 and $772, respectively, of which $0 and ($32), respectively, related to the Performance Units given that there was an explicit service period associated with the Deferred Equity Units.

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Defined Contribution and Deferred Compensation Plans

3 Months Ended

Mar. 31, 2017

Postemployment Benefits [Abstract]

Defined Contribution and Deferred Compensation Plans

17. DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS

SAMG LLC has a defined contribution 401(k) savings plan (the “Plan”) for all eligible employees who meet the minimum age and service requirements as defined in the Plan. The Plan is designed to be a qualified plan under sections 401(a) and 401(k) of the Internal Revenue Code. For employees who qualify under the terms of the Plan, on an annual basis Silvercrest matches dollar for dollar an employee’s contributions up to the first 4% of compensation. For the three months ended March 31, 2017 and 2016, Silvercrest made matching contributions of $27 and $22, respectively, for the benefit of employees.  

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Soft Dollar Arrangements

3 Months Ended

Mar. 31, 2017

Disclosure Soft Dollar Arrangements Additional Information Detail [Abstract]

Soft Dollar Arrangements

18. SOFT DOLLAR ARRANGEMENTS

The Company obtains research and other services through “soft dollar” arrangements. The Company receives credits from broker-dealers whereby technology-based research, market quotation and/or market survey services are effectively paid for in whole or in part by “soft dollar” brokerage arrangements. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a “safe harbor” to an investment adviser against claims that it breached its fiduciary duty under state or federal law (including ERISA) solely because the adviser caused its clients’ accounts to pay more than the lowest available commission for executing a securities trade in return for brokerage and research services. To rely on the safe harbor offered by Section 28(e), (i) the Company must make a good-faith determination that the amount of commissions is reasonable in relation to the value of the brokerage and research services being received and (ii) the brokerage and research services must provide lawful and appropriate assistance to the Company in carrying out its investment decision-making responsibilities. If the use of soft dollars is limited or prohibited in the future by regulation, the Company may have to bear the costs of such research and other services. For the three months ended March 31, 2017 and 2016, the Company utilized “soft dollar” credits of $178 and $199, respectively.  

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of Silvercrest and SLP, including its wholly owned subsidiaries, Silvercrest Asset Management Group LLC (“SAMG”), SFS, MCG, Silvercrest Investors LLC, Silvercrest Investors II LLC and Silvercrest Investors III LLC as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016.  All intercompany transactions and balances have been eliminated.

The Condensed Consolidated Statement of Financial Condition at December 31, 2016 was derived from the audited Consolidated Statement of Financial Condition at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.  The results of operations for the three months ended March 31, 2017 and 2016 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2017 and 2016 or any future period.

The Condensed Consolidated Financial Statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the interim financial position and results, have been made. The Company’s Condensed Consolidated Financial Statements and the related notes should be read together with the Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those Silvercrest Funds over which the general partner or equivalent is presumed to have control, e.g. by virtue of the limited partners not being able to remove the general partner. The initial step in the Company’s determination of whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund is a variable interest entity or a voting interest entity.

SLP then considers whether the fund is a voting interest entity (“VoIE”) in which the unaffiliated limited partners have substantive “kick-out” rights that provide the ability to dissolve (liquidate) the limited partnership or otherwise remove the general partner without cause. SLP considers the “kick-out” rights to be substantive if the general partner for the fund can be removed by the vote of a simple majority of the unaffiliated limited partners and there are no significant barriers to the unaffiliated limited partners’ ability to exercise these rights in that among other things, (1) there are no conditions or timing limits on when the rights can be exercised, (2) there are no financial or operational barriers associated with replacing the general partner, (3) there are a number of qualified replacement investment advisors that would accept appointment at the same fee level, (4) each fund’s documents provide for the ability to call and conduct a vote, and (5) the information necessary to exercise the kick-out rights and related vote are available from the fund and its administrator.

If the fund is a variable interest entity, SLP then determines whether it has a variable interest in the fund, and if so, whether SLP is the primary beneficiary. 

During the three months ended March 31, 2017 and 2016, each fund is deemed to be a VoIE and neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.

Non-controlling Interest

Non-controlling Interest

As of March 31, 2017, Silvercrest holds approximately 63% of the economic interests in SLP. Silvercrest is the sole general partner of SLP and, therefore, controls the management of SLP. As a result, Silvercrest consolidates the financial position and the results of operations of SLP and its subsidiaries, and records a non-controlling interest, as a separate component of equity on its Condensed Consolidated Statement of Financial Condition for the remaining economic interests in SLP. The non-controlling interest in the income or loss of SLP is included in the Condensed Consolidated Statement of Operations as a reduction or addition to net income derived from SLP.

Segment Reporting

Segment Reporting

The Company views its operations as comprising one operating segment. Each of the Company’s acquired businesses has similar economic characteristics and has been or is in the process of being fully integrated. Furthermore, our chief operating decision maker, who is the Company’s Chief Executive Officer, monitors and reviews financial information at a consolidated level for assessing operating results and the allocation of resources.

Use of Estimates

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues, expenses and other income reported in the Condensed Consolidated Financial Statements and the accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, determination of equity-based compensation, accounting for income taxes, determination of the useful lives of long-lived assets and other matters that affect the Condensed Consolidated Financial Statements and related disclosures.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of 90 days or less when purchased to be cash equivalents.

Equity Method Investments

Equity Method Investments

Entities and investments, the activities over which the Company exercises significant influence, but which do not meet the requirements for consolidation, are accounted for using the equity method of accounting, whereby the Company records its share of the underlying income or losses of these entities. Intercompany profit arising from transactions with affiliates is eliminated to the extent of its beneficial interest. Equity in losses of equity method investments is not recognized after the carrying value of an investment, including advances and loans, has been reduced to zero, unless guarantees or other funding obligations exist.

The Company evaluates its equity method investments for impairment, whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment when the loss in value is deemed other than temporary. The Company’s equity method investments approximate their fair value at March 31, 2017 and December 31, 2016. The fair value of the equity method investments is estimated based on the Company’s share of the fair value of the net assets of the equity method investee. No impairment charges related to equity method investments were recorded during the three months ended March 31, 2017 or 2016.

Receivables and Due from Silvercrest Funds

Receivables and Due from Silvercrest Funds

Receivables consist primarily of amounts for advisory fees due from clients, management fees and family office services fees, and are stated as net realizable value. The Company maintains an allowance for doubtful receivables based on estimates of expected losses and specific identification of uncollectible accounts. The Company charges actual losses to the allowance when incurred.

Furniture, Equipment and Leasehold Improvements

Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements consist primarily of furniture, fixtures and equipment, computer hardware and software and leasehold improvements and are recorded at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the assets’ estimated useful lives, which for leasehold improvements is the lesser of the lease term or the life of the asset, generally 10 years, and 3 to 7 years for other fixed assets.

Business Combinations

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration is recorded as part of the purchase price when such contingent consideration is not based on continuing employment of the selling shareholders. Contingent consideration that is related to continuing employment is recorded as compensation expense. Payments made for contingent consideration recorded as part of an acquisition’s purchase price are reflected as financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.

The Company remeasures the fair value of contingent consideration at each reporting period using a probability-adjusted discounted cash flow method based on significant inputs not observable in the market and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings. Contingent consideration payments that exceed the acquisition date fair value of the contingent consideration are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows.

The excess of the purchase price over the fair value of the identifiable assets acquired, including intangibles, and liabilities assumed is recorded as goodwill. The Company generally uses valuation specialists to perform appraisals and assist in the determination of the fair values of the assets acquired and liabilities assumed. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the assets and liabilities. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is not amortized and is generally evaluated for impairment using a two-step process that is performed at least annually, or whenever events or circumstances indicate that impairment may have occurred.

The Company accounts for Goodwill under Accounting Standard Codification (“ASC”) No. 350, “Intangibles - Goodwill and Other,” which provides an entity the option to first perform a qualitative assessment of whether a reporting unit’s fair value is more likely than not less than its carrying value, including goodwill. In performing its qualitative assessment, an entity considers the extent to which adverse events or circumstances identified, such as changes in economic conditions, industry and market conditions or entity specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If an entity concludes that the fair value of a reporting unit is more likely than not less than its carrying amount, the entity is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and, accordingly, measure the amount, if any, of goodwill impairment loss to be recognized for that reporting unit. The Company utilized this option when performing its annual impairment assessment in 2016 and 2015, and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.

The Company has one reporting unit at March 31, 2017 and December 31, 2016. No goodwill impairment charges were recorded during the three months ended March 31, 2017 and 2016.

Identifiable finite-lived intangible assets are amortized over their estimated useful lives ranging from 3 to 20 years. The method of amortization is based on the pattern over which the economic benefits, generally expected undiscounted cash flows, of the intangible asset are consumed. Intangible assets for which no pattern can be reliably determined are amortized using the straight-line method. Intangible assets consist primarily of the contractual right to future management, advisory and performance fees from customer contracts or relationships.

Long-lived Assets

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount of the asset may not be recoverable. In connection with such review, the Company also reevaluates the periods of depreciation and amortization for these assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value.

Partner Distributions

Partner Distributions

Partner incentive allocations, which are determined by the general partner, can be formula-based or discretionary. Partner incentive allocations are treated as compensation expense and recognized in the period in which they are earned. In the event there is insufficient distributable cash flow to make incentive distributions, the general partner in its sole and absolute discretion may determine not to make any distributions called for under the partnership agreement. The remaining net income or loss after partner incentive allocations is generally allocated to unit holders based on their pro rata ownership.

Redeemable Partnership Units

Redeemable Partnership Units

If a principal of SLP is terminated for cause, SLP has the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees or (ii) the purchase price paid by the terminated principal to first acquire the Class B units.

SLP also makes distributions to its partners of various nature including incentive payments, profit distributions and tax distributions.  The profit distributions and tax distributions are accounted for as equity transactions.

Class A Common Stock

The Company’s Class A stockholders are entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. Also, Class A stockholders are entitled to receive dividends, when and if declared by the Company’s board of directors, out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Dividends consisting of shares of Class A common stock may be paid only as follows: (i) shares of Class A common stock may be paid only to holders of shares of Class A common stock and (ii) shares will be paid proportionately with respect to each outstanding share of the Company’s Class A common stock. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to holders of preferred stock having a liquidation preference, if any, the Class A stockholders will be entitled to share ratably in the Company’s remaining assets available for distribution to Class A stockholders. Class B units of SLP held by principals will be exchangeable for shares of the Company’s Class A common stock, on a one-for-one basis, subject to customary adjustments for share splits, dividends and reclassifications.

Class B Common Stock

Shares of the Company’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, the Company will issue the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of the Company’s Class B common stock will be redeemed for its par value and cancelled by the Company if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP and the terms of the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”). The Company’s Class B stockholders will be entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders. The Company’s Class B stockholders will not participate in any dividends declared by the Company’s board of directors. Upon the Company’s liquidation, dissolution or winding-up, or the sale of all, or substantially all, of its assets, Class B stockholders only will be entitled to receive the par value of the Company’s Class B common stock.

Revenue Recognition

Revenue Recognition

Revenue is recognized ratably over the period in which services are performed. Revenue consists primarily of investment advisory fees, family office services fees and fund management fees. Investment advisory fees, which are earned pursuant to the terms of the underlying advisory contract, are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter, based on a contractually specified percentage of the assets managed. For investment advisory fees billed in advance, the value of assets managed is determined based on the value of the customer’s account as of the last trading day of the preceding quarter. For investment advisory fees billed in arrears, the value of assets managed is determined based on the value of the customer’s account on the last day of the quarter being billed. Family office services fees are typically billed quarterly in advance at the beginning of the quarter or in arrears after the end of the quarter based on a contractual percentage of the assets managed or based on a fixed fee arrangement. Management fees from proprietary and non-proprietary funds are calculated as a percentage of net asset values measured at the beginning of a month or quarter or at the end of a quarter, depending on the fund.

The Company accounts for performance based revenue in accordance with ASC No. 605-20-S99, “Accounting for Management Fees Based on a Formula”, by recognizing performance fees and allocations as revenue only when it is certain that the fee income is earned and payable pursuant to the relevant agreements, and no contingencies remain. Performance fee contingencies are typically resolved at the end of each annual period. In certain arrangements, the Company is only entitled to receive performance fees and allocations when the return on assets under management exceeds certain benchmark returns or other performance targets.

Equity-Based Compensation

Equity-Based Compensation

Equity-based compensation cost relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed ratably over the requisite service period, net of estimated forfeitures. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeiture assumptions may affect the timing of the total amount of expense recognized over the vesting period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that have the potential to be settled in cash at the election of the employee or prior to the reorganization related to redeemable partnership units are classified as liabilities (“Liability Awards”) and are adjusted to fair value at the end of each reporting period.

Leases

Leases

The Company expenses the net lease payments associated with operating leases on a straight-line basis over the respective lease term, including any rent-free periods. Leasehold improvements are recorded at cost and are depreciated using the straight-line method over the lesser of the estimated useful lives of the improvements (generally 10 years) or the remaining lease term.

Income Taxes

Income Taxes

Silvercrest and SFS are subject to federal and state corporate income tax, which requires an asset and liability approach to the financial accounting and reporting of income taxes. SLP is not subject to federal and state income taxes, since all income, gains and losses are passed through to its partners. SLP is, however, subject to New York City unincorporated business tax. With respect to the Company’s incorporated entities, the annual tax rate is based on the income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Judgment is required in determining the tax expense and in evaluating tax positions. The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the Condensed Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.

The Company derecognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

Recent Accounting Developments

Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.” ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP.  Originally, ASU No. 2014-09, as amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, was to become effective on January 1, 2017, but the effective date has been deferred for one year. Early adoption is permitted as of the original effective date. The new standard permits the use of either the retrospective or cumulative effect transition method. The new standard will require additional disclosures to provide better clarity about the nature, timing and potential uncertainties of the revenue that is recognized.  The Company is evaluating the effect that ASU No. 2014-09 will have on the Condensed Consolidated Financial Statements and related disclosures. The Company has not yet selected a transition method nor determined the impact of adoption of this standard on its Condensed Consolidated Financial Statements.  The Company plans on using the cumulative effect method upon adoption of this guidance, which is expected to result in an increase in the revenue disclosures in the Condensed Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments—Overall (Topic 825-10): "Recognition and Measurement of Financial Assets and Financial Liabilities." Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments.  Some of the amendments in ASU 2016-01 include the following: (1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (3) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (4) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value, among others. ASU 2016-01 will be effective on January 1, 2018. The Company is in the process of evaluating the impact of adoption of this guidance on its Condensed Consolidated Financial Statements. 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This amendment introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current lease accounting model. This amendment is effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.  However, the Company expects the adoption of this guidance will result in an increase to its assets and liabilities as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations.

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, “Accounting for Credit Losses” which amends the Board’s guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. This amendment is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, “Cash Flow Classification” which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In October 2016, the FASB issued ASU 2016-17, “Interests Held Through Related Parties That Are Under Common Control” which alters how a decision maker needs to consider indirect interests in a variable interest entity (VIE) held through an entity under common control. The new guidance amends ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, issued in February 2015. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash” which requires that a statement of cash flows explain the change during a reporting period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of this guidance on its Condensed Consolidated Financial Statements.

In December 2016, the FASB issued ASU 2016-19, “Technical Corrections and Improvements” which amends a number of Topics in the FASB Accounting Standards Codification. The ASU was effective for the Company on January 1, 2017.  The adoption of this ASU did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In January 2017, The FASB issued ASU 2017-01, “Business Combinations (Topic 85): Clarifying the Definition of a Business”.  The amendments is this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses.  ASU 2017-01 will be effective for the Company in fiscal year 2019 and interim reporting periods within that year.  Early adoption is permitted for transactions that have not been reported in financial statements that have been issued or made available for issuance.  The Company expects the adoption of this guidance will not have a material effect on its Condensed Consolidated Financial Statements.

In January 2017, The FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”.  ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment testing.  An entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.  Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.  The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  An entity has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.  ASU 2017-04 will be effective for the Company in fiscal year 2021 and interim reporting periods within that year.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January, 1, 2017.  The Company expects the adoption of this guidance will not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. The ASU conforms the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard (ASC 606, as amended).  Subtopic 610-20 was issued as part of the new revenue standard. It provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. The new guidance defines “in substance nonfinancial assets,” unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The amendments are effective for annual periods beginning after December 15, 2017 with early adoption permitted. Transition can use either the full retrospective approach or the modified retrospective approach. The Company expects the adoption of this guidance will not have a material effect on the on the Company’s Condensed Consolidated Financial Statements.

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Investments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Category of Financial Instruments Not Held at Fair Value

At March 31, 2017 and December 31, 2016, financial instruments that are not held at fair value are categorized in the table below:

	March 31, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
Financial Assets:
Cash	$	22,708	$	22,708	$	37,517	$	37,517
Investments	$	13	$	13	$	335	$	335		N/A	(1)
Financial liabilities:
Notes Payable	$	2,419	$	2,419	$	2,486	$	2,486		Level 2	(2)

(1) Investments consist of the Company’s equity method investments in affiliated investment funds which have been established and managed by the Company and its affiliates.  Fair value of investments is based on the net asset value of the affiliated investment funds which is a practical expedient for fair value, which is not included in the fair value hierarchy under GAAP.

(2) The carrying value of notes payable and borrowings under the revolving credit agreement approximates fair value, which is determined based on interest rates currently available to the Company for similar debt.

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Receivables, Net (Tables)

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Summary of Receivables

The following is a summary of receivables as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Management and advisory fees receivable	$	3,762		$	4,369
Unbilled receivables		2,636			2,552
Other receivables		2			2
Receivables		6,400			6,923
Allowance for doubtful receivables		(621	)		(653	)
Receivables, net	$	5,779		$	6,270

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Furniture, Equipment and Leasehold Improvements, Net (Tables)

3 Months Ended

Mar. 31, 2017

Property Plant And Equipment [Abstract]

Summary of Furniture, Equipment and Leasehold Improvements, Net

The following is a summary of furniture, equipment and leasehold improvements, net as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Leasehold improvements	$	3,920		$	3,915
Furniture and equipment		5,968			5,802
Artwork		466			466
Total cost		10,354			10,183
Accumulated depreciation and amortization		(7,943	)		(7,772	)
Furniture, equipment and leasehold improvements, net	$	2,411		$	2,411

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes to Carrying Amount of Goodwill

The following is a summary of the changes to the carrying amount of goodwill for the three months ended March 31, 2017 and the year ended December 31, 2016:

	March 31, 2017			December 31, 2016
Beginning
Gross balance	$	42,583		$	42,097
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance		25,168			24,682
Acquisition of Cappiccille		─			486
Ending
Gross balance		42,583			42,583
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance	$	25,168		$	25,168

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Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

The following is a summary of intangible assets as of March 31, 2017 and December 31, 2016:

	Customer Relationships			Other Intangible Assets			Total
Cost
Balance, January 1, 2017	$	22,560		$	2,467		$	25,027
Balance, March 31, 2017		22,560			2,467			25,027
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2017		(9,721	)		(1,902	)		(11,623	)
Amortization expense		(412	)		(45	)		(457	)
Balance, March 31, 2017		(10,133	)		(1,947	)		(12,079	)
Net book value	$	12,427		$	520		$	12,947
Cost
Balance, January 1, 2016	$	22,560		$	2,467		$	25,027
Balance, December 31, 2016		22,560			2,467			25,027
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2016		(8,062	)		(1,634	)		(9,696	)
Amortization expense		(1,659	)		(268	)		(1,927	)
Balance, December 31, 2016		(9,721	)		(1,902	)		(11,623	)
Net Book Value	$	12,839		$	565		$	13,404

Schedule of Future Amortization Related to Intangible Assets

Amortization related to the Company’s finite life intangible assets is scheduled to be expensed over the next five years and thereafter as follows:

2017 (remainder of)	$	1,369
2018		1,685
2019		1,390
2020		1,299
2021		1,196
Thereafter		6,008
Total	$	12,947

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Debt (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Summary of Notes Payable

The following is a summary of notes payable:

	March 31, 2017
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	1,443
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		895
Interest payable					81
Total, March 31, 2017				$	2,419

	December 31, 2016
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	1,538
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		895
Interest payable					53
Total, December 31, 2016				$	2,486

Summary of Future Principal Amounts Payable

As of March 31, 2017, future principal amounts payable under the fixed and variable rate notes are as follows:

2017 (remainder of)	$	1,616
2018		722
Total	$	2,338

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2017

Commitments And Contingencies Disclosure [Abstract]

Summary of Future Minimum Lease Payments and Rentals under Lease Agreements

Future minimum lease payments and rentals under lease agreements which expire through 2028 are as follows:

	Minimum Lease Commitments		Non-cancellable Subleases			Minimum Net Rentals
Remainder of 2017	$	2,085	$	(148	)	$	1,937
2018		1,683		(1	)		1,682
2019		5,743		—			5,743
2020		5,750		—			5,750
2021		5,757		—			5,757
Thereafter		38,460		—			38,460
Total	$	59,478	$	(149	)	$	59,329

Assets Relating to Capital Leases Included in Equipment

The assets relating to capital leases that are included in equipment as of March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017			December 31, 2016
Capital lease assets included in furniture and equipment	$	702		$	625
Capital lease assets included in software		58			58
Less: Accumulated depreciation and amortization		(375	)		(374	)
	$	385		$	309

Summary of Future Minimum Lease Payments under Capital Leases

Future minimum lease payments under capital leases are as follows:

	Future Minimum Lease Commitments
Remainder of 2017	$	120
2018		131
2019		41
2020		32
2021		28
2022		1
Total	$	353

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Equity (Tables)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Summary of Authorized and Outstanding Equity

Silvercrest has the following authorized and outstanding equity:

	Shares at March 31, 2017
	Authorized		Outstanding		Voting Rights	Economic Rights
Common shares
Class A, par value $0.01 per share		50,000,000		8,100,205	1 vote per share (1), (2)	All (1), (2)
Class B, par value $0.01 per share		25,000,000		4,840,295	1 vote per  share (3), (4)	None (3), (4)
Preferred shares
Preferred stock, par value $0.01 per share		10,000,000		—	See footnote (5) below	See footnote (5) below

(1) Each share of Class A common stock is entitled to one vote per share. Class A common stockholders have 100% of the rights of all classes of Silvercrest’s capital stock to receive dividends.

(2) During 2016, Silvercrest granted 10,582 restricted stock units which will vest and settle in the form of Class A shares of Silvercrest.

(3) Each share of Class B common stock is entitled to one vote per share.

(4) Each Class B unit of SLP held by a principal is exchangeable for one share of the Company’s Class A common stock. The principals collectively hold 4,840,295 Class B units, which represent the right to receive their proportionate share of the distributions made by SLP, and 728,674 restricted stock units which will vest and settle in the form of Class B units of SLP. The 728,674 restricted stock units which have been issued to our principals entitle the holders thereof to participate in distributions from SLP as if the underlying Class B units are outstanding and thus are taken into account to determine the economic interest of each holder of units in SLP. However, because the Class B units underlying the restricted stock units have not been issued and are not deemed outstanding, the holders of restricted stock units have no voting rights with respect to those Class B units. Silvercrest will not issue shares of Class B common stock in respect of restricted stock units of SLP until such time that the underlying Class B units are issued.

(5) Silvercrest’s board of directors has the authority to issue preferred stock in one or more classes or series and to fix the rights, preferences, privileges and related restrictions, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, or the designation of the class or series, without the approval of its stockholders.

Schedule of Common Stock Outstanding

During the three months ended March 31, 2017, Silvercrest issued the following shares:

Class A Common Stock

	Transaction	# of
	Date	Shares
Class A common stock outstanding - January 1, 2017			8,074,197
Issuance of Class A common Stock upon conversion of Class B units to Class A common stock	March 2017		26,008
Class A common shares outstanding – March 31, 2017			8,100,205

Class B Common Stock

	Transaction	# of
	Date	Shares
Class B common stock outstanding - January 1, 2017			4,866,303
Cancellation of Class B common stock upon conversion of Class B units to Class A common stock	March 2017		(26,008	)
Class B common shares outstanding – March 31, 2017			4,840,295

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Notes Receivable from Partners (Tables)

3 Months Ended

Mar. 31, 2017

Accounts Notes And Loans Receivable [Line Items]

Summary of Receivables

The following is a summary of receivables as of March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Management and advisory fees receivable	$	3,762		$	4,369
Unbilled receivables		2,636			2,552
Other receivables		2			2
Receivables		6,400			6,923
Allowance for doubtful receivables		(621	)		(653	)
Receivables, net	$	5,779		$	6,270

Partners

Accounts Notes And Loans Receivable [Line Items]

Summary of Receivables

Notes receivable from partners are as follows for the three months ended March 31, 2017 and the year ended December 31, 2016:

	March 31, 2017			December 31, 2016
Beginning balance	$	2,085		$	2,789
New note receivable issued to a partner		—			120
Repayment of notes		(346	)		(880	)
Interest accrued and capitalized on notes receivable		9			56
Ending balance	$	1,748		$	2,085

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Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2017

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Equity Grants

A summary of these equity grants by the Company as of March 31, 2016 during the periods then ended is presented below:

					Deferred Equity Units				Performance Units
	Units				Range of Fair Value per unit				Units			Fair Value per unit
Balance at January 1, 2016		4,911		$	12.00	$	14.25			6,386		$	3.75
Vested		(4,911	)		—		(10.92	)		—			—
Forfeited		—			—		—			(6,386	)		—
Balance at March 31, 2016		—		$	—	$	—			—		$	—

Restricted Stock Units

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Equity Grants

A summary of these RSU grants by the Company as of March 31, 2017 and 2016 is presented below:

	Restricted Stock Units Granted
	Units		Fair Value per unit
Total granted at January 1, 2017		739,256	$	13.19 – 13.23
Total granted at March 31, 2017		739,256	$	13.19 - 13.23
Total granted at January 1, 2016		966,510	$	13.23
Total granted at March 31, 2016		966,510	$	13.23

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Organization and Business - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended
	Jun. 26, 2013	Mar. 31, 2017	Apr. 01, 2012	Oct. 03, 2008	Dec. 31, 2004	Mar. 11, 2004
Business And Organization [Line Items]
Tax receivable agreement with limited partner, percentage of cash savings to be paid		85.00%
Recognition of tax receivable agreement liability		$ 14,546
Percentage of cash savings expected to be realized		15.00%
Silvercrest Financial Services Inc
Business And Organization [Line Items]
Percentage of outstanding shares acquired						100.00%
Sam Alternative Solutions Inc
Business And Organization [Line Items]
Percentage of outstanding shares acquired					100.00%
Marathon Capital Group, LLC
Business And Organization [Line Items]
Percentage of outstanding shares acquired				100.00%
MW Commodity Advisors, LLC
Business And Organization [Line Items]
Percentage of outstanding shares acquired			100.00%
Silvercrest L.P | Class A Common Stock
Business And Organization [Line Items]
Number of shares held by parent	8,100,205
Percentage ownership in a consolidated subsidiary	63.00%	63.00%

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Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		12 Months Ended
	Mar. 31, 2017 USD ($) Segment Unit	Mar. 31, 2016 USD ($)	Dec. 31, 2016 Unit	Jun. 26, 2013
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment | Segment	1
Cash equivalents, maximum maturity period	90 days
Equity method investments, unrealized intercompany profit (loss) not eliminated amount	$ 0
Number of reporting unit | Unit	1		1
Impairment charges on goodwill	$ 0	$ 0
Minimum
Summary Of Significant Accounting Policies [Line Items]
Identifiable finite-lived intangible assets, useful life	3 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Identifiable finite-lived intangible assets, useful life	20 years
Leasehold Improvements
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	10 years
Other Fixed Assets | Minimum
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	3 years
Other Fixed Assets | Maximum
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	7 years
Equity Method Investments
Summary Of Significant Accounting Policies [Line Items]
Impairment charges related to equity method investments	$ 0	$ 0
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Common stock, voting rights	1 vote per share
Class B Common Stock
Summary Of Significant Accounting Policies [Line Items]
Common stock, voting rights	1 vote per share
Class of share exchangeable to another class	One share of Class A common stock
Silvercrest L.P | Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Ownership percentage in a subsidiary	63.00%			63.00%
Common stock, voting rights	1 vote per share

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Acquisitions - Additional Information (Detail) $ in Thousands							1 Months Ended			3 Months Ended	12 Months Ended
	Aug. 02, 2016 USD ($)	Dec. 15, 2015 USD ($)	Aug. 01, 2015 USD ($)	Mar. 30, 2015 USD ($)	Nov. 01, 2014 USD ($)	Mar. 28, 2013 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2013 USD ($)	Apr. 30, 2013 USD ($)	Mar. 31, 2017 USD ($) Installment	Dec. 31, 2016 USD ($)	Dec. 31, 2013 USD ($) Installment
Promissory Note
Business Acquisition [Line Items]
Number of installments | Installment										4
Installment amount payable	$ 900		$ 900		$ 900
Cappiccille
Business Acquisition [Line Items]
Cash paid on date of acquisition		$ 148
Contingent consideration		$ 354								$ 238	$ 354
Earn out payments percentage on revenue remainder of fiscal year		19.00%
Earn out payments percentage on revenue due in two years		19.00%
Earn out payments percentage on revenue due in three years		19.00%
Earn out payments percentage on revenue due in four years		19.00%
Earn out payments percentage on revenue due thereafter		19.00%
Jamison
Business Acquisition [Line Items]
Cash paid on date of acquisition				$ 3,550
Contingent consideration				1,429						$ 898	1,242
Equity consideration for SLP acquired				$ 3,562
Earn out payments percentage on EBITDA remainder of fiscal year				20.00%
Earn out payments percentage on EBITDA due in two years				20.00%
Earn out payments percentage on EBITDA due in three years				20.00%
Earn out payments percentage on EBITDA due in four years				20.00%
Earn out payments percentage on EBITDA due in five years				20.00%
Earn Out Payments Percentage On EBITDA Due thereafter				20.00%
Jamison | Promissory Note
Business Acquisition [Line Items]
Number of installments | Installment										3
Installment amount payable							$ 722
Jamison | Seller Note
Business Acquisition [Line Items]
Promissory note issued				$ 394
Interest on principal amount				5.00%
Jamison | Principals Notes
Business Acquisition [Line Items]
Promissory note issued				$ 1,771
Interest on principal amount				5.00%
Ten-Sixty
Business Acquisition [Line Items]
Cash paid on date of acquisition						$ 2,500
Promissory note issued						1,479
Acquisition of assets						$ 1,900,000
Ten-Sixty | Promissory Note
Business Acquisition [Line Items]
Number of installments | Installment												2
Installment amount payable								$ 218	$ 218
Quarterly installments from June 30, 2014 through March 31, 2017												$ 87
Principal on fixed rate notes, interest rate								5.00%				5.00%
Outstanding note payable										$ 0	95
Milbank
Business Acquisition [Line Items]
Equity consideration for SLP acquired										$ 0	$ 303

XML

Investments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Investments	$ 13	$ 335
Maximum
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Maximum financial interest in affiliated investment funds	2.00%

XML

Investments and Fair Value Measurements - Category of Financial Instruments Not Held at Fair Value (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial Assets, Carrying Amount	$ 95,395	$ 112,281
Financial liabilities, Carrying Amount	27,765	46,197
Level II | Notes Payable
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial liabilities, Carrying Amount	2,419	2,486
Financial liabilities, Fair Value	2,419	2,486
Investments
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial Assets, Carrying Amount	13	335
Financial Assets, Fair Value	13	335
Cash
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial Assets, Carrying Amount	22,708	37,517
Financial Assets, Fair Value	$ 22,708	$ 37,517

XML

Receivables, Net - Summary of Receivables (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Management and advisory fees receivable	$ 3,762	$ 4,369
Unbilled receivables	2,636	2,552
Other receivables	2	2
Receivables	6,400	6,923
Allowance for doubtful receivables	(621)	(653)
Receivables, net	$ 5,779	$ 6,270

XML

Furniture, Equipment and Leasehold Improvements, Net - Summary of Furniture, Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Property Plant And Equipment Useful Life And Values [Abstract]
Leasehold improvements	$ 3,920	$ 3,915
Furniture and equipment	5,968	5,802
Artwork	466	466
Total cost	10,354	10,183
Accumulated depreciation and amortization	(7,943)	(7,772)
Furniture, equipment and leasehold improvements, net	$ 2,411	$ 2,411

XML

Furniture, Equipment and Leasehold Improvements, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property Plant And Equipment Useful Life And Values [Abstract]
Depreciation expense	$ 208	$ 179

XML

Goodwill - Summary of Changes to Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Goodwill [Line Items]
Beginning, Gross balance	$ 42,583	$ 42,097
Beginning, Accumulated impairment losses	(17,415)	(17,415)
Beginning, Net balance	25,168	24,682
Ending, Gross balance	42,583	42,583
Ending, Accumulated impairment losses	(17,415)	(17,415)
Ending, Net balance	25,168	25,168
Cappiccille
Goodwill [Line Items]
Goodwill, Acquisition	$ 0	$ 486

XML

Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Cost, beginning balance	$ 25,027	$ 25,027	$ 25,027
Cost, ending balance	25,027		25,027
Accumulated amortization, beginning balance	(11,623)	(9,696)	(9,696)
Amortization expense	(457)	(486)	(1,927)
Accumulated amortization, ending balance	(12,079)		(11,623)
Net book value	$ 12,947		13,404
Minimum
Useful lives	3 years
Maximum
Useful lives	20 years
Customer Relationships
Cost, beginning balance	$ 22,560	22,560	22,560
Cost, ending balance	22,560		22,560
Accumulated amortization, beginning balance	(9,721)	(8,062)	(8,062)
Amortization expense	(412)		(1,659)
Accumulated amortization, ending balance	(10,133)		(9,721)
Net book value	$ 12,427		$ 12,839
Customer Relationships | Minimum
Useful lives	10 years		10 years
Customer Relationships | Maximum
Useful lives	20 years		20 years
Other Intangible Assets
Cost, beginning balance	$ 2,467	2,467	$ 2,467
Cost, ending balance	2,467		2,467
Accumulated amortization, beginning balance	(1,902)	$ (1,634)	(1,634)
Amortization expense	(45)		(268)
Accumulated amortization, ending balance	(1,947)		(1,902)
Net book value	$ 520		$ 565
Other Intangible Assets | Minimum
Useful lives	3 years		3 years
Other Intangible Assets | Maximum
Useful lives	5 years		5 years

XML

Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expenses of intangible assets	$ 457	$ 486	$ 1,927

XML

Intangible Assets, Net - Schedule of Future Amortization Related to Intangible Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2017 (remainder of)	$ 1,369
2018	1,685
2019	1,390
2020	1,299
2021	1,196
Thereafter	6,008
Net book value	$ 12,947	$ 13,404

XML

Debt - Additional Information (Detail)							1 Months Ended			3 Months Ended		9 Months Ended	12 Months Ended
	Aug. 01, 2017 USD ($)	Aug. 02, 2016 USD ($)	Aug. 01, 2015 USD ($)	Nov. 01, 2014 USD ($)	Jun. 24, 2013 USD ($) Installment	Jun. 03, 2013 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2017 USD ($) Installment	Mar. 31, 2016 USD ($)	Sep. 30, 2016	Dec. 31, 2016 USD ($)	Jun. 30, 2015 USD ($)	Oct. 31, 2014 USD ($)
Debt Instrument [Line Items]
Interest expense including amortization of deferred financing fees										$ 34,000	$ 65,000
Promissory Note
Debt Instrument [Line Items]
Variable rate notes issued for redemption of partners' interests, spread						1.00%
Debt instrument variable interest rate basis										The principal amount outstanding under these notes bears interest at the U.S. Prime Rate plus 1% in effect at the time payments are due.
Aggregate principal amount						$ 5,300,000
Debt instrument reduction to principal amount															$ 1,722,000
Principal amount of notes										$ 3,578,000
Principal amount payment terms												As a result, the principal amounts of the notes of $3,578 became payable in four equal installments of approximately $900 on November 1, 2014, and on each of August 1, 2015, 2016 and 2017.
Number of installments | Installment										4
Installment amount payable		$ 900,000	$ 900,000	$ 900,000
Principal amount of notes outstanding										$ 895,000			$ 895,000
Accrued, unpaid interest										$ 27,000			17,000
Promissory Note | Jamison
Debt Instrument [Line Items]
Variable rate notes issued for redemption of partners' interests, spread										5.00%
Debt instrument variable interest rate basis										The principal amount outstanding under the notes bears interest at 5% per annum.
Aggregate principal amount														$ 2,165,000
Principal amount payment terms										The principal amounts of the notes are payable in three equal installments of approximately $722 on each of June 30, 2016, 2017 and 2018.
Number of installments | Installment										3
Installment amount payable									$ 722,000
Principal amount of notes outstanding										$ 1,443,000			1,443,000
Accrued, unpaid interest										54,000			36,000
Promissory Note | Scenario Forecast
Debt Instrument [Line Items]
Installment amount payable	$ 900,000
Promissory Note | Scenario Forecast | Jamison
Debt Instrument [Line Items]
Installment amount payable							$ 722,000	$ 722,000
City National Bank
Debt Instrument [Line Items]
Credit facility, borrowing capacity					$ 15,000,000
Credit facility, proceeds from borrowings					7,000,000
Borrowings under revolving credit facility										0			$ 0
Interest expense including amortization of deferred financing fees										$ 4,000	$ 12,000
Delayed Draw Term Loan | City National Bank
Debt Instrument [Line Items]
Credit facility, borrowing capacity					$ 7,500,000
Credit facility maturity date										Jun. 24, 2020
Credit facility, interest rate description										The higher of the prime rate plus a margin of 0.05 percentage points and 2.5% or (b) the LIBOR rate plus 3 percentage points, at the borrowers' option
Variable rate notes issued for redemption of partners' interests, spread					3.00%
Debt instrument variable interest rate basis										LIBOR
Credit facility, number of installments | Installment					20
Credit facility, frequency of installments										Quarterly
Delayed Draw Term Loan | City National Bank | Maximum
Debt Instrument [Line Items]
Variable rate notes issued for redemption of partners' interests, spread					0.05%
Debt instrument variable interest rate basis										Prime rate
Delayed Draw Term Loan | City National Bank | Minimum
Debt Instrument [Line Items]
Credit facility, fixed interest rate					2.50%
Borrowings Under Revolving Credit Agreement | City National Bank
Debt Instrument [Line Items]
Credit facility, borrowing capacity					$ 7,500,000
Credit facility maturity date										Dec. 24, 2016
Debt covenant, restriction on change in control					30.00%

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Debt - Summary of Notes Payable (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Total, Notes payable	$ 2,419	$ 2,486
Notes Payable
Debt Instrument [Line Items]
Principal on fixed rate notes, interest rate	5.00%	5.00%
Variable rate notes issued for redemption of partners' interests, reference rate	Prime
Variable rate notes issued for redemption of partners' interests, spread	1.00%	1.00%
Principal on fixed rate notes, amount	$ 1,443	$ 1,538
Variable rate notes issued for redemption of partners' interests, amount	895	895
Interest payable	$ 81	$ 53

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Debt - Summary of Future Principal Amounts Payable (Detail) $ in Thousands	Mar. 31, 2017 USD ($)
Debt Disclosure [Abstract]
Future principal amounts payable, 2017 (remainder of)	$ 1,616
Future principal amounts payable, 2018	722
Future principal amounts payable, Total	$ 2,338

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Commitments and Contingencies - Additional Information (Detail) - USD ($)		1 Months Ended					3 Months Ended
	Jun. 30, 2015	Jan. 31, 2017	Sep. 30, 2016	Jan. 31, 2016	Oct. 31, 2015	Jul. 31, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Commitments And Contingencies [Line Items]
Operating lease rent expense							$ 954,000	$ 964,000
Sub-lease income							67,000	100,000
Assets acquired under capital leases							163,000
Depreciation expense							208,000	179,000
Capital Lease Assets
Commitments And Contingencies [Line Items]
Depreciation expense							38,000	31,000
Additional Office Space
Commitments And Contingencies [Line Items]
Operating lease rent expense, net			$ 10,000				5,000
Refundable security deposit							$ 3,000
Lease commencement date			Oct. 01, 2017				May 01, 2014
Lease expires			Nov. 30, 2024				Jul. 31, 2019
Number of rent free periods							3 months
Rent credit			$ 40,000,000
Office Space | Charlottesville, VA.
Commitments And Contingencies [Line Items]
Operating lease rent expense, net							$ 2,000
Refundable security deposit							$ 2,000
Lease commencement date							Jun. 30, 2015
Lease expires							Jun. 30, 2018
Number of rent free periods							2 months
Office Space | Bedminster, NJ.
Commitments And Contingencies [Line Items]
Operating lease rent expense, net							$ 11,000
Lease expires							Mar. 31, 2022
Number of rent free periods							4 months
Office Space | Princeton, NJ.
Commitments And Contingencies [Line Items]
Operating lease rent expense, net				$ 6,000			$ 5,000
Lease expires				Aug. 31, 2022			Apr. 30, 2016
Number of rent free periods				5 months
Office Space | New York City
Commitments And Contingencies [Line Items]
Operating lease rent expense, net							$ 446,000
Lease commencement date							Oct. 01, 2017
Lease expires							Sep. 30, 2028
Number of rent free periods							12 months
Payments for tenant improvements							$ 2,080,000
Office Space | Livingston, NJ
Commitments And Contingencies [Line Items]
Operating lease rent expense, net				$ 2,000
Office Equipment
Commitments And Contingencies [Line Items]
Capital lease obligation							$ 353,000		$ 267,000
Office Equipment | Telephone System
Commitments And Contingencies [Line Items]
Lease expires							Nov. 30, 2018
Assets acquired under capital leases							$ 321,000
Capital lease, period							5 years
Capital lease, minimum monthly payment							$ 5,000
Office Equipment | Copier
Commitments And Contingencies [Line Items]
Lease expires		Dec. 31, 2018			Oct. 31, 2018	Jun. 30, 2018
Assets acquired under capital leases		$ 11,000			$ 18,000	$ 21,000
Capital lease, period		2 years			3 years	3 years
Capital lease, minimum monthly payment		$ 1,000			$ 1,000	$ 1,000
Office Equipment | Two Copiers
Commitments And Contingencies [Line Items]
Lease expires		Jan. 31, 2022
Assets acquired under capital leases		$ 152,000
Capital lease, period		5 years
Capital lease, minimum monthly payment		$ 3,000
Office Equipment | Jamison
Commitments And Contingencies [Line Items]
Assets acquired under capital leases	$ 253,000
Letter of Credit
Commitments And Contingencies [Line Items]
Refundable security deposit							506,000		$ 506,000
Letter of Credit | Boston landlord
Commitments And Contingencies [Line Items]
Refundable security deposit							80,000
General and administrative
Commitments And Contingencies [Line Items]
Operating lease rent expense, net							$ 887,000	$ 864,000

XML

Commitments and Contingencies - Summary of Future Minimum Lease Payments and Rentals under Lease Agreements (Detail) $ in Thousands	Mar. 31, 2017 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Minimum Lease Commitments, Remainder of 2017	$ 2,085
Minimum Lease Commitments, 2018	1,683
Minimum Lease Commitments, 2019	5,743
Minimum Lease Commitments, 2020	5,750
Minimum Lease Commitments, 2021	5,757
Minimum Lease Commitments, Thereafter	38,460
Minimum Lease Commitments, Total	59,478
Non-cancellable Subleases, Remainder of 2017	(148)
Non-cancellable Subleases, 2018	(1)
Non-cancellable Subleases, Total	(149)
Minimum Net Rentals, Remainder of 2017	1,937
Minimum Net Rentals, 2018	1,682
Minimum Net Rentals, 2019	5,743
Minimum Net Rentals, 2020	5,750
Minimum Net Rentals, 2021	5,757
Minimum Net Rentals, Thereafter	38,460
Minimum Net Rentals, Total	$ 59,329

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Commitments and Contingencies - Assets Relating to Capital Leases Included in Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Commitments And Contingencies [Line Items]
Less: Accumulated depreciation and amortization	$ (375)	$ (374)
Capital lease assets, net	385	309
Furniture and Equipment
Commitments And Contingencies [Line Items]
Capital lease assets, gross	702	625
Software
Commitments And Contingencies [Line Items]
Capital lease assets, gross	$ 58	$ 58

XML

Commitments and Contingencies - Summary of Future Minimum Lease Payments under Capital Leases (Detail) $ in Thousands	Mar. 31, 2017 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Remainder of 2017	$ 120
2018	131
2019	41
2020	32
2021	28
2022	1
Total	$ 353

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Equity - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2017	Mar. 31, 2016
Class Of Stock [Line Items]
Partnership distributions, amount		$ 1,949	$ 1,375
Distributions of partner incentive allocations of net income		$ 21,177	$ 18,827
Class B Common Stock
Class Of Stock [Line Items]
Exchange of Class B common stock for Class A common stock		(26,000)	(38,000)
Class B Common Stock | Resale And Registration Rights Agreement
Class Of Stock [Line Items]
Exchange of Class B common stock for Class A common stock	26,008
Silvercrest L.P
Class Of Stock [Line Items]
Accrued partner incentive allocations		$ 5,651	$ 4,422

XML

Equity - Summary of Authorized and Outstanding Equity (Detail) - shares	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Preferred shares
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares outstanding	8,100,205	8,074,197	8,028,000	7,990,000
Common stock, voting rights	1 vote per share
Class B Common Stock
Common shares
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares outstanding	4,840,295	4,866,303	4,662,000	4,695,000
Common stock, voting rights	1 vote per share

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Equity - Summary of Authorized and Outstanding Equity (Parenthetical) (Detail) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2006	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Class Of Stock [Line Items]
Preferred stock, par value	$ 0.01		$ 0.01
Class A Common Stock
Class Of Stock [Line Items]
Common stock, par value	$ 0.01		$ 0.01
Common stock, voting rights	1 vote per share
Common stockholders rights percentage	100.00%
Common stock, shares outstanding	8,100,205		8,074,197	8,028,000	7,990,000
Class B Common Stock
Class Of Stock [Line Items]
Common stock, par value	$ 0.01		$ 0.01
Common stock, voting rights	1 vote per share
Restricted stock units granted	728,674	10,582
Class of share exchangeable to another class	One share of Class A common stock
Common stock, shares outstanding	4,840,295		4,866,303	4,662,000	4,695,000

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Equity - Class A Common Stock (Detail) - Class A Common Stock - shares	1 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Class Of Stock [Line Items]
Common stock, shares outstanding	8,100,205	8,074,197	8,028,000	7,990,000
Issuance of Class A common Stock upon conversion of Class B units to Class A common stock	26,008
Common stock conversion date	Mar. 31, 2017

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Equity - Class B Common Stock (Detail) - Class B Common Stock - shares	1 Months Ended	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Class Of Stock [Line Items]
Common stock conversion date	2017-03
Common stock, shares outstanding	4,840,295	4,840,295	4,662,000	4,866,303	4,695,000
Cancellation of Class B common stock upon conversion of Class B units to Class A common stock		26,000	38,000
Resale And Registration Rights Agreement
Class Of Stock [Line Items]
Cancellation of Class B common stock upon conversion of Class B units to Class A common stock	(26,008)

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Notes Receivable from Partners - Additional Information (Detail) - Partners - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Aug. 31, 2009	Jan. 31, 2008
Related Party Transaction [Line Items]
Term of promissory notes receivable	in the form of five or six year interest-bearing promissory notes and/or in the form of nine year interest-bearing limited recourse promissory notes
Notes receivable from partners	$ 1,748,000	$ 2,085,000	$ 2,789,000
Allowance for credit losses on notes receivable	0	0
Limited Recourse
Related Party Transaction [Line Items]
Interest rates of promissory notes				2.77%	3.53%
Notes receivable from partners	833,000	878,000
Full Recourse
Related Party Transaction [Line Items]
Notes receivable from partners	$ 915,000	$ 1,207,000

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Notes Receivable from Partners - Schedule of Notes Receivable from Partners (Detail) - Partners - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Accounts Notes And Loans Receivable [Line Items]
Beginning balance	$ 2,085	$ 2,789
New note receivable issued to a partner		120
Repayment of notes	(346)	(880)
Interest accrued and capitalized on notes receivable	9	56
Ending balance	$ 1,748	$ 2,085

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Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2006
Related Party Transaction [Line Items]
Due from Silvercrest Funds	$ 2,306		$ 2,876
Affiliated Entity
Related Party Transaction [Line Items]
Income from management fees	1,442	$ 1,582
Due from Silvercrest Funds	2,306			$ 2,876
Income from advisory fees	201	$ 123
Receivable from partners	$ 15			$ 2
Affiliated Entity | Minimum
Related Party Transaction [Line Items]
Management and advisory fees percentage	0.00%
Percentage of performance fees	0.00%
Affiliated Entity | Maximum
Related Party Transaction [Line Items]
Management and advisory fees percentage	1.75%
Percentage of performance fees	10.00%

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Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Income Taxes Disclosure [Line Items]
Net deferred tax assets	$ 19,697		$ 19,989
Net deferred tax asset	19,934		20,221
Net Deferred tax liabilities relating to non-controlling interests	97
Current tax expense	1,001	$ 720
Corporate tax expense	555
Deferred tax expense	431	367
Provision for income taxes	1,432	1,088
Tax expense (benefit) related to discrete items	(4)	(21)
Taxes receivable	$ 2,415		2,625
Income tax settlement	The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement
Non-controlling Interest
Income Taxes Disclosure [Line Items]
Current tax expense	$ 183	155
Deferred tax expense	2	(1)
Provision for income taxes	185	$ 154
Federal
Income Taxes Disclosure [Line Items]
Taxes receivable	975		1,427
State and Local Jurisdiction
Income Taxes Disclosure [Line Items]
Taxes receivable	1,440		1,198
Silvercrest L.P
Income Taxes Disclosure [Line Items]
Net deferred tax asset	19,934		20,221
Net deferred tax liability	137		128
Corporate tax expense	445
Silvercrest Financial Services Inc
Income Taxes Disclosure [Line Items]
Net deferred tax liability	100		$ 104
Corporate tax expense	$ 1

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Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		12 Months Ended
	May 31, 2016	Aug. 31, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Nov. 02, 2012
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity program, description			The Deferred Equity Unit represents the unsecured right to receive one unit of SLP or the equivalent cash value of up to 50% (or such other percentage as may be determined by the Company’s Executive Committee) of SLP’s units issuable upon the vesting of any such Deferred Equity Units and the remaining 50% in units upon the vesting of any such Deferred Equity Units.
Performance Unit, description			The Performance Unit represents the unsecured right to receive one unit of SLP for every two units of SLP issuable upon the vesting of any such Deferred Equity Units.
Compensation expense			$ 810	$ 772
Estimated percentage of awards to be forfeited			10.00%
Estimated service period			4 years
2012 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance			690,077
Shares reserved for issuance, authorized							1,687,500
Restricted stock units granted	3,791	966,510
Fair Value per unit	$ 13.19	$ 13.23
Restricted stock units granted description			Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.
2012 Equity Incentive Plan | Employee
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units granted	7,582
Fair Value per unit	$ 13.19
Restricted stock units granted description			Twenty-five percent of the RSUs granted vest and settle on each of the first, second, third and fourth anniversaries of the grant date.
2012 Equity Incentive Plan | Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units granted	3,000
Fair Value per unit	$ 13.19
Restricted stock units granted description			One hundred percent of the RSUs granted vest and settle on the first anniversary of the grant date.
2012 Equity Incentive Plan | First Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%	25.00%
2012 Equity Incentive Plan | First Anniversary | Employee
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%
2012 Equity Incentive Plan | First Anniversary | Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	100.00%
2012 Equity Incentive Plan | Second Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%	25.00%
2012 Equity Incentive Plan | Second Anniversary | Employee
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%
2012 Equity Incentive Plan | Third Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%	25.00%
2012 Equity Incentive Plan | Third Anniversary | Employee
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%
2012 Equity Incentive Plan | Fourth Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%	25.00%
2012 Equity Incentive Plan | Fourth Anniversary | Employee
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting percentage	25.00%
Deferred Compensation Share Based Payments
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense			$ 0	14
Vested awards settled in cash			0	0
Performance Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense			0	(32)
Fair Value per unit						$ 3.75
Performance Units | Deferred Compensation Share Based Payments
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense			0	1
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense			810	$ 791
Fair Value per unit				$ 13.23		$ 13.23
Unrecognized compensation expense related to unvested awards			$ 4,348		$ 5,169
Recognition period of unrecognized compensation expense related to unvested awards			2 years 1 month 24 days		2 years 4 months 24 days

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Equity-Based Compensation - Summary of Equity Grants (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Performance Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Units	6,386
Forfeited, Units	(6,386)
Fair Value per unit		$ 3.75
Deferred Compensation Share Based Payments
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Units	4,911
Vested, Units	(4,911)
Deferred Compensation Share Based Payments | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair Value per unit		12.00
Deferred Compensation Share Based Payments | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair Value per unit		$ 14.25
Vested, Range of Fair Value per unit	$ (10.92)

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Equity-Based Compensation - Summary of RSU Grants (Detail) - Restricted Stock Units - $ / shares	Mar. 31, 2017	Mar. 31, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Units	739,256	966,510
Ending Balance, Units	739,256	966,510
Fair Value per unit		$ 13.23
Fair Value per unit		$ 13.23
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair Value per unit	$ 13.19
Fair Value per unit	13.19
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair Value per unit	13.23
Fair Value per unit	$ 13.23

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Defined Contribution and Deferred Compensation Plans - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Defined Contribution Plan Disclosure [Line Items]
Silvercrest matching contributions towards benefit of employees	$ 27	$ 22
Maximum
Defined Contribution Plan Disclosure [Line Items]
Silvercrest matching contribution percentage	4.00%

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Soft Dollar Arrangements - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Soft Dollar Arrangements [Abstract]
Soft dollar credits	$ 178	$ 199