10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED March 31, 2014

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  x    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  x    No  ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

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 12, 2014 were 7,522,974 and 4,710,045, respectively.

Part I	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Financial Condition as of March 31, 2014 and December 31, 2013	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity/Partners’ Deficit for the three months ended March 31, 2014 and 2013	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013	4
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
Part II	Other Information
Item 1.	Legal Proceedings	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	42

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 subsidiaries, including Silvercrest L.P. (“Silvercrest L.P.” or “SLP”). SLP’s existing limited partners are referred to in this report as “principals”. On June 26, 2013, Silvercrest completed its corporate reorganization, and on July 2, 2013, Silvercrest closed its initial public offering. Prior to that date, Silvercrest was a private company. The reorganization and initial public offering are described in the notes to our Condensed Consolidated Financial Statements included in Part I of this Form 10-Q.

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. Among the important factors that could cause actual results, level of activity, performance or achievements to differ materially from those indicated by such forward-looking statements are: fluctuations in quarterly and annual results, adverse economic or market conditions, incurrence of net losses, adverse effects of management focusing on implementation of a growth strategy, failure to develop and maintain the Silvercrest brand and other factors disclosed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2013 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.

Factors that may cause our actual results to differ materially from our forward-looking statements include, but are not limited to:

· our anticipated future results of operations;

· our potential operating performance and efficiency and any related reputational harm or negative perceptions in the market;

· our expectations with respect to future levels of assets under management, inflows and outflows;

· our financing plans, issuance of debt or senior equity securities, cash needs and liquidity position;

· our intention to pay dividends and our expectations about the amount of those dividends;

· our expected levels of compensation of our employees and our expected ability to hire and retain qualified investment professionals;

· our expectations with respect to future expenses and the level of future expenses;

· our expected tax rate, and our expectations with respect to deferred tax assets;

· our estimates of future amounts payable pursuant to our tax receivable agreements and the contingent value rights we have issued;

· 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 handle market volatility and risk in any and all markets to which we have exposure;

· 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 ability to compete in an intensely competitive industry; and

· our reliance on prime brokers, custodians, administrators and other agents.

Part I – Financial Information

Item 1. Financial Statements

Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Financial Condition

(Unaudited)

(In thousands, except par value data)

	March 31, 2014		December  31, 2013
Assets
Cash and cash equivalents	$	19,040	$	27,122
Restricted certificates of deposit and escrow		1,022		1,021
Investments		100		103
Receivables, net		4,350		5,405
Due from Silvercrest Funds		2,189		2,653
Furniture, equipment and leasehold improvements, net		2,108		1,913
Goodwill		20,008		20,031
Intangible assets, net		12,229		12,589
Deferred tax asset—tax receivable agreement		24,496		25,022
Prepaid expenses and other assets		1,497		4,868
Total assets	$	87,039	$	100,727
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	$	3,613	$	6,587
Accrued compensation		5,131		17,424
Notes payable		8,198		8,303
Borrowings under revolving credit facility		3,000		3,000
Deferred rent		1,628		1,742
Deferred tax and other liabilities		15,786		15,506
Total liabilities		37,356		52,562
Commitments and Contingencies (Note 10)
Stockholders’ Equity
Preferred Stock, par value $0.01, 10,000,000 shares authorized; none issued and outstanding, as of March 31, 2014 and December 31, 2013		—		—
Class A common stock, par value $0.01, 50,000,000 shares authorized; 7,522,974 issued and outstanding, as of March 31, 2014 and December 31, 2013		75		75
Class B common stock, par value $0.01, 25,000,000 shares authorized; 4,710,045 and 4,464,617 issued and outstanding, as of March 31, 2014 and December 31, 2013, respectively		47		45
Additional Paid-In Capital		39,003		39,003
Retained earnings		2,140		2,099
Total stockholders’ equity		41,265		41,222
Non-controlling interests		8,418		6,943
Total equity		49,683		48,165
Total liabilities and stockholders’ equity	$	87,039	$	100,727

See accompanying notes to condensed consolidated financial statements.

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Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except par value data)

	Three months ended March 31,
	2014			2013
Revenue
Management and advisory fees	$	15,583		$	12,457
Performance fees and allocations		—			3
Family office services		1,137			1,225
Total revenue		16,720			13,685
Expenses
Compensation and benefits		9,711			5,201
General and administrative		3,214			2,710
Total expenses		12,925			7,911
Income before other (expense) income, net		3,795			5,774
Other (expense) income, net
Other income, net		8			29
Interest income		20			27
Interest expense		(127	)		(37	)
Total other (expense) income, net		(99	)		19
Income before provision for income taxes		3,696			5,793
Provision for income taxes		1,455			329
Net income		2,241			5,464
Less: net income attributable to non-controlling interests		(1,297	)
Net income attributable to Silvercrest	$	944
Net income per share/unit:
Basic	$	0.13		$	0.53
Diluted	$	0.13		$	0.52
Weighted average shares/units outstanding:
Basic		7,522,974			10,339,456
Diluted		7,522,974			10,576,545

See accompanying notes to condensed consolidated financial statements.

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Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity/Partners’ Deficit

(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 Stockholders’ Equity			Non- controlling Interest			Total Equity			Partners’ Capital			Excess of Liabilities, Redeemable Partners’ Capital and Partners’ Capital  over Assets			Total Partners’ Deficit
January 1, 2013		—	$	—		—		$	—	$	—	$	—		$	—		$	—		$	—		$	47,904		$	(108,374	)	$	(60,470	)
Distributions to partners		—		—		—			—		—		—			—			—			—			(380	)		(13,289	)		(13,669	)
Equity-based compensation		—		—		—			—		—		—			—			—			—			—			1,479			1,479
Accretion to redemption value of redeemable partnership units		—		—		—			—		—		—			—			—			—			—			(12,008	)		(12,008	)
Net Income		—		—		—			—		—		—			—			—			—			1,391			4,073			5,464
March 31, 2013		—	$	—		—		$	—	$	—	$	—		$	—		$	—		$	—		$	48,915		$	(128,119	)	$	(79,204	)
January 1, 2014		7,523	$	75		4,465		$	45	$	39,003	$	2,099		$	41,222		$	6,943		$	48,165		$	—		$	—		$	—
Distributions to partners		—		—		—			—		—		—			—			(1,349	)		(1,349	)		—			—			—
Redemption of partner’s interest		—		—		(17	)		—		—		—			—			(240	)		(240	)		—			—			—
Repayment of notes receivable from members		—		—		—			—		—		—			—			629			629			—			—			—
Equity-based compensation		—		—		262			2		—		—			2			1,157			1,159			—			—			—
Net Income		—		—		—			—		—		944			944			1,297			2,241			—			—			—
Accrued interest on notes receivable from partners		—		—		—			—		—		—			—			(19	)		(19	)		—			—			—
Dividends paid on Class A common stock - $0.12 per share		—		—		—			—		—		(903	)		(903	)		—			(903	)		—			—			—
March 31, 2014		7,523	$	75		4,710		$	47	$	39,003	$	2,140		$	41,262		$	8,418		$	49,683		$	—		$	—		$	—

See accompanying notes to condensed consolidated financial statements.

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Silvercrest Asset Management Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Three months ended March 31,
	2014			2013
Cash Flows From Operating Activities
Net income	$	2,241		$	5,464
Adjustments to reconcile net income to net cash provided by operating activities:
Equity-based compensation		514			359
Depreciation and amortization		481			449
Deferred rent		(114	)		(108	)
Provision for doubtful accounts		227			—
Deferred income taxes		1,013			44
Non-cash interest on notes receivable from partners		(19	)		(25	)
Distributions received from investment funds		3			1,900
Other		2			(4	)
Cash flows due to changes in operating assets and liabilities:
Receivables and due from Silvercrest Funds		1,293			770
Prepaid expenses and other assets		2,889			(545	)
Accounts payable and accrued expenses		(1,274	)		237
Accrued compensation		(11,648	)		(1,098	)
Other liabilities		—			(95	)
Interest payable on notes payable		89			36
Net cash (used in) provided by operating activities		(4,303	)		7,384
Cash Flows From Investing Activities
Restricted certificates of deposit and escrow	$	(1	)	$	(255	)
Acquisition of furniture, equipment and leasehold improvements		(27	)		(27	)
Earn-outs paid related to acquisitions completed before January 1, 2009		(1,679	)		—
Acquisition of Ten-Sixty Asset Management, LLC		—			(2,500	)
Net cash used in investing activities		(1,707	)		(2,782	)
Cash Flows From Financing Activities
Redemptions of partners’ interests	$	(240	)	$	(261	)
Repayments of notes payable		(194	)		(480	)
Payments on capital leases		(15	)		—
Distributions to partners		(1,349	)		(13,669	)
Dividends paid on Class A common stock		(903	)		—
Payments from partners on notes receivable		629			720
Net cash used in financing activities		(2,072	)		(13,690	)
Net decrease in cash and cash equivalents		(8,082	)		(9,088	)
Cash and cash equivalents, beginning of period		27,122			13,443
Cash and cash equivalents, end of period	$	19,040		$	4,355

See accompanying notes to condensed consolidated financial statements.

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Silvercrest Asset Management Group Inc.

Consolidated Statements of Cash Flows

(continued)

(In thousands)

	Three months ended March 31,
	2014		2013
Supplemental Disclosures of Cash Flow Information
Net cash paid during the period for:
Income taxes	$	1,707	$	260
Interest		35		27
Supplemental Disclosures of Non-cash Financing and Investing Activities
Issuance of notes payable for acquisition of Ten-Sixty Asset Management, LLC	$	—	$	1,479
Recognition of deferred tax assets as a result of IPO		11		—
Asset acquired under capital lease		289		—

See accompanying notes to condensed consolidated financial statements.

5

Silvercrest Asset Management Group Inc.

Notes to Consolidated Financial Statements

As of and for the Three Months ended March 31, 2014 and 2013

(Dollars in thousands)

1. ORGANIZATION AND BUSINESS

Silvercrest Asset Management Group Inc. (“Silvercrest”), together with its consolidated subsidiaries (collectively the “Company”), was formed as a Delaware corporation on July 11, 2011. Silvercrest was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Silvercrest L.P. and its subsidiaries.

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”.

SLP was formed on December 10, 2008 and commenced operations on January 1, 2009.

On March 11, 2004, SLP 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 the LLC interests of MW Commodity Advisors, LLC (“Commodity Advisors”). On March 28, 2013, SLP acquired certain assets of Ten-Sixty Asset Management, LLC (“Ten-Sixty”). See Notes 3, 7 and 8 for additional information related to goodwill and intangible assets arising from these acquisitions.

Reorganization and Initial Public Offering

Pursuant to a reorganization agreement effective on June 26, 2013, Silvercrest became the sole general partner in Silvercrest L.P. and its only material asset is the general partner interest in Silvercrest L.P., represented by 7,522,974 Class A units or approximately 63% of the economic interests of Silvercrest L.P. Effective June 26, 2013, Silvercrest controlled 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.

On July 2, 2013, Silvercrest completed the initial public offering of 4,790,684 of its Class A common shares at $11.00 per share (the “IPO”). Silvercrest’s stock began trading on June 27, 2013 on NASDAQ under the symbol “SAMG”. The net proceeds from the IPO were $47,920, after payment of underwriting discounts and commissions of $3,324 and offering expenses paid by Silvercrest of $1,454.

On July 12, 2013, Silvercrest sold an additional 718,603 shares of its Class A common stock, at a public offering cost of $11.00 per share, pursuant to the exercise in full of the over-allotment option that the Company granted to the underwriters in connection with its initial public offering. The exercise of the over-allotment option resulted in gross proceeds of $7,905 and net proceeds, after expenses, of $7,379, after payment of underwriting discounts of $498 and offering expenses of $28. Following consummation of this issuance of 718,603 shares of Class A Common Stock, Silvercrest had outstanding 5,509,297 shares of Class A common stock.

The Condensed Consolidated Statement of Operations and the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2013 are those of SLP, the Company’s accounting predecessor.

In connection with the IPO and the reorganization of SLP, Silvercrest and SLP entered into a series of transactions in order to reorganize their capital structures and complete the IPO. The reorganization and IPO transactions included, among others, the following:

— Silvercrest GP LLC (“GP LLC”) (SLP’s general partner prior to the reorganization) distributed all of its interests in SLP to its members on a pro rata basis in accordance with each member’s interest in GP LLC;

— SLP completed a unit distribution of 19.64 Class B partnership units for each outstanding and vested limited partnership unit prior to the consummation of the IPO which resulted in 10,000,000 outstanding Class B units;

6

— GP LLC transferred its rights as general partner of SLP to Silvercrest, which became the sole general partner of SLP, and GP LLC was dissolved thereafter;

— The partnership agreement of SLP was amended, effective as of the consummation of the IPO, to eliminate the call and put rights of SLP and its partners, respectively upon a partner’s death, or, if applicable, termination of employment, which required all limited partner’s units to be classified as temporary equity in SLP’s Consolidated Financial Statements;

— For each Class B unit of SLP, Silvercrest issued one share of Class B common stock to the holders of Class B units of SLP, in exchange for its par value which was funded by SLP;

— Silvercrest entered into a tax receivable agreement with each limited partner of SLP to return 85% of the tax benefits, estimated to be $15,271 as of March 31, 2014, that it receives as a result of its ability to step up its tax basis in the partnership units of SLP that it acquired from partners of SLP;

— A special distribution by SLP of $10,000 was made to its existing partners prior to the consummation of the IPO, of which $7,000 was funded by borrowings under a credit facility with City National Bank; this special distribution, which was paid in July 2013, was treated as an equity transaction;

— A special bonus payment by SLP was made to non-principals of $754 which was paid in July 2013, and was recorded as compensation expense during the quarter ended June 30, 2013;

— Partner incentive distributions earned for the three months ended March 31, 2013 were treated as equity transactions and were accrued in accrued compensation as of March 31, 2013; and

— The purchase of 3,540,684 Class B units from partners of SLP at an offering price of $11.00 per unit, as adjusted for underwriting discounts and commissions of $2,457 and offering expenses of $1,126, resulted in net proceeds of $35,365 to the selling partners. The Class B units acquired by Silvercrest were converted into Class A units of SLP.

Modification of Units of SLP

As part of the reorganization, the limited partner units of SLP were modified.

The Class B units (previously limited partnership units) of SLP, which are held by employee-partners, were modified to eliminate a cash redemption feature. Prior to the reorganization, the terms of the limited partnership units included call and put rights to redeem the units from a holder whose employment by SLP had been terminated. As a result of the redemption feature, SLP was required to account for the limited partnership units held by employee-partners as temporary equity. At the time of the reorganization and as a result of the elimination of the redemption feature, SLP reclassified the redeemable equity of its limited partners to permanent equity. Any deferred equity units that were unvested at the time of the reorganization will continue to be reflected as share-based payment awards and will be expensed as compensation over the remaining vesting period (see Note 16, “Equity-based Compensation”).

Tax Receivable Agreement

In connection with the IPO and reorganization of SLP, Silvercrest entered into a tax receivable agreement (the “TRA”) with the partners of SLP that will require 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 is 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. This will be Silvercrest’s obligation and not the obligation of SLP. 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.

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Estimating the amount of payments that Silvercrest may be required to make under the TRA is imprecise by its 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 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 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 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 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 Internal Revenue Service 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.

IPO and Use of Proceeds

The net proceeds from the IPO were $47,920. Silvercrest used a portion of the IPO net proceeds to purchase 3,540,684 Class B units of SLP from certain of its partners for $35,365.

The net proceeds from the underwriters’ exercise in full of the over-allotment option that the Company granted to the underwriters in connection with its initial public offering were $7,379.

Silvercrest intends to use the remaining proceeds from the IPO and underwriters’ over-allotment option for general corporate purposes.

Earnings per share and unit

In connection with the reorganization of SLP and the IPO, SLP completed a unit distribution of 19.64 units for each unit outstanding as of the date of the consummation of the IPO.

Weighted average units outstanding for the three months ended 2013 reflect the effect of the unit distribution as if it had occurred as of March 31, 2013.

Diluted weighted average units outstanding for the three months ended March 31, 2013 includes 237,089 performance units which are conditionally issuable units that would be issuable if March 31, 2013 was the end of the contingency period.

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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 its wholly-owned subsidiaries, SLP, SAMG LLC, SFS, MCG, Silvercrest Investors LLC and Silvercrest Investors II LLC as of and for the three months ended March 31, 2014. The condensed consolidated financial statements for the three months ended March 31, 2013 are of the Company’s accounting predecessor, SLP, and its consolidated subsidiaries.  All intercompany transactions and balances have been eliminated.

The Condensed Consolidated Statement of Financial Condition at December 31, 2013 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-month period ended March 31, 2014 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2014 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 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, 2013.

The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those SLP funds in which the general partner or equivalent is presumed to have control over the fund. The initial step in our determination of whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund meets the definition of a variable interest entity (VIE). None of funds for which SLP is the general partner met the definition of a VIE during the three months ended March 31, 2014 and 2013, as the total equity at risk of each fund is sufficient for the fund to finance its activities without additional subordinated financial support provided by any parties, including the equity holders.

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.

As of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013, all of the funds for which SLP was the general partner have substantive “kick-out” rights and therefore neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.

Non-controlling interest

As of March 31, 2014, 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 stockholders’ 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 have similar economic characteristics and have been fully integrated upon acquisition. Furthermore, our chief operating decision maker, which 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.

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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, equity based compensation, accounting for income taxes, 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.

Restricted Certificates of Deposit

Certain certificates of deposit held at a major financial institution are restricted and serve as collateral for letters of credit for the Company’s lease obligations as described in Note 10.

Equity Method Investments

Entities and investments over which the Company exercises significant influence over the activities of the entity 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, 2014 and December 31, 2013. 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 which consist of Level I and Level II securities. No impairment charges related to equity method investments were recorded during the three months ended March 31, 2014 or 2013.

Receivables and Due from Silvercrest Funds

Receivables consist primarily of amounts for advisory fees due from clients and management 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 is 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 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.

For acquisitions completed subsequent to January 1, 2009, 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

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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.

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.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which provided new accounting guidance on testing goodwill for impairment. The enhanced guidance 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 guidance was effective for the Company as of January 1, 2012. The Company utilized this option when performing its annual impairment assessment in 2013 and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.

The first step of the two-step process is a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied fair value of the goodwill. If the carrying amount of the goodwill is greater than the implied value, an impairment loss is recognized for the difference. The implied value of the goodwill is determined as of the test date by performing a purchase price allocation, as if the reporting unit had just been acquired, using currently estimated fair values of the individual assets and liabilities of the reporting unit, together with an estimate of the fair value of the reporting unit taken as a whole. The estimate of the fair value of the reporting unit is based upon information available regarding prices of similar groups of assets, or other valuation techniques including present value techniques based upon estimates of future cash flows.

The Company has one reporting unit at March 31, 2014 and December 31, 2013. No goodwill impairment charges were recorded during the three months ended March 31, 2014 and 2013.

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 of the Company 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 re-evaluates 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. Prior to the reorganization and consummation of the IPO, incentive allocations are considered distributions of net income as stipulated by SLP’s Second Amended and Restated Limited Partnership Agreement in effect prior to the reorganization and were recognized in the period in which they were paid. Subsequent to the reorganization and consummation of the IPO, 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.

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Redeemable Partnership Units

Prior to the reorganization, redeemable partnership units in SLP consisted of units issued to our founders and those purchased by certain of our employees. These capital units entitled the holder to a share of the distributions of SLP. Units were subject to certain redemption features. Upon the termination of employment of the terminated employee, as defined, SLP had a right to call the units. In addition, the terminated employee had a right to put the units to SLP upon termination or death, provided the terminated employee had complied with certain restrictions, as described in SLP’s Second Amended and Restated Limited Partnership Agreement. In accordance with the provisions of SLP’s Second Amended and Restated Limited Partnership Agreement, the put described above expired upon the consummation of the IPO.    

As the units were redeemable at the option of the holder and were not mandatorily redeemable, the redeemable partnership units were classified outside of permanent partner’s capital as of March 31, 2013. The units were adjusted to their redemption value at March 31, 2013 with the increase or decrease in redemption value being charged to excess of liabilities, redeemable partners’ capital and partner’s capital over assets.

Subsequent to the completion of the reorganization and IPO, 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 and (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.

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, 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 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.

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The Company accounts 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, 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. The Company records performance fees and allocations as a component of revenue.

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. Distributions associated with Liability Awards not expected to vest are accounted for as compensation expense in the Condensed Consolidated Statements of Operations.

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 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 recognizes 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 June 2013, the FASB issued ASU 2013-08, “Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements.” The ASU modifies the guidance in ASC 946 for determining whether an entity is an investment company, as well as the measurement and disclosure requirements for investment companies. The ASU also clarifies the characteristics of an investment company and requires an investment company to measure non-controlling ownership interests in other investment companies at fair value rather than using the equity method of accounting. The ASU does not change the current accounting where a noninvestment company parent retains the specialized accounting applied by an investment company subsidiary in consolidation. The ASU was effective for the Company on January 1, 2014. This adoption of this ASU did not have a material effect on the Company’s results of operations or financial position.

3. ACQUISITIONS

Milbank:

On November 1, 2011, the Company acquired certain assets of Milbank. A fair value adjustment to contingent purchase price consideration of zero and $148 was recorded at March 31, 2014 and December 31, 2013, respectively.  The Company has a liability of

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$1,295 related to Milbank included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition as of March 31, 2014 and December 31, 2013, for contingent consideration.

Commodity Advisors:

On April 1, 2012, SLP acquired Commodity Advisors. Commodity Advisors is the general partner of MW Commodity Strategies, L.P. (the “MW Commodity Fund LLC”), a fund whose investment objective is to seek superior risk adjusted returns through strategic, sector-based investments with commodity and macro trading investment managers. The acquisition of Commodity Advisors adds another strategy to the Company’s investment management, wealth planning and reporting capabilities, including proprietary value equity and fixed income disciplines and alternative investment advisory services. Furthermore, SLP is obligated to make quarterly contingent payments if incremental income, as defined in the purchase agreement, exceeds various thresholds. As these contingent payments are tied to the continued employment by SLP of the former member of Commodity Advisors, they will be considered compensation expense in the period in which such contingent payments are earned (See Note 10).

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 is a registered investment adviser that advises on approximately $1.9 billion of assets primarily on behalf of institutional clients. This strategic acquisition enhances the Company’s hedge fund and investment manager due diligence capabilities, risk management analysis and reporting, and enhances 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. During the year ended December 31, 2013, SLP incurred $51 in costs related to the acquisition of Ten-Sixty, and included these in general and administrative in the Consolidated Statement of Operations.

Cash paid on date of acquisition	$	2,500
Note payable due to Ten-Sixty		1,592
Total purchase consideration	$	4,092

The net tangible assets acquired from the Ten-Sixty transaction were determined to have a fair value of $0.

The following table summarizes the allocation of the excess of the purchase price over the fair value of assets acquired and liabilities assumed which was allocated to goodwill and intangible assets.

Goodwill	$	2,345
Customer relationships (10 years)		1,650
Non-compete agreements (5 years)		97
Total purchase consideration	$	4,092

The Company believes the recorded goodwill is supported by the anticipated revenues and expected synergies of integrating the operations of Ten-Sixty into the Company. Furthermore, there are expected synergies with respect to compensation and benefits and general and administrative costs. All goodwill is expected to be deductible for tax purposes.

The pro forma information below represents consolidated results of operations as if the acquisition of Ten-Sixty occurred on January 1, 2013. The pro forma information has been included for comparative purposes and is not indicative of results of operations of the Company had the acquisitions occurred as of January 1, 2013, nor is it necessarily indicative of future results.

	Pro Forma Three Months Ended March 31, 2013
Total Revenue	$	13,913
Net Income	$	5,516

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4.INVESTMENTS AND FAIR VALUE MEASUREMENTS

Investments include $100 and $103 as of March 31, 2014 and December 31, 2013, respectively, representing the Company’s equity method investments in affiliated investment funds which have been established and managed by the Company and its affiliates. The Company’s financial interest in these funds can range up to 2%. Despite the Company’s insignificant financial interest, the Company 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, 2014 and 2013, 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 2008.

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 identic al 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, 2014 and December 31, 2013, the Company did not have any financial assets or liabilities that are recorded at fair value on a recurring basis.

At March 31, 2014 and December 31, 2013, financial instruments that are not held at fair value are categorized in the table below:

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
Financial Assets:
Cash	$	19,040	$	19,040	$	27,122	$	27,122
Restricted Certificates of Deposit and Escrow	$	1,022	$	1,022	$	1,021	$	1,021		Level 1	(1)
Financial liabilities:
Notes Payable	$	8,198	$	8,198	$	8,303	$	8,303		Level 2	(2)
Borrowings Under Revolving Credit Agreement	$	3,000	$	3,000	$	3,000	$	3,000		Level 2	(2)

(1) Restricted certificates of deposit and escrow consists of money market funds that are carried at either cost or amortized cost that approximates fair value due to their short-term maturities. The money market funds are valued through the use of quoted market prices, or $1.00, which is generally the net asset value of the funds.

(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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5. RECEIVABLES, NET

The following is a summary of receivables as of March 31, 2014 and December 31, 2013:

	2014			2013
Management and advisory fees receivable	$	2,696		$	1,973
Unbilled receivables		2,218			3,741
Other receivables		2			30
Receivables		4,916			5,744
Allowance for doubtful receivables		(566	)		(339	)
Receivables, net	$	4,350		$	5,405

6. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

The following is a summary of furniture, equipment and leasehold improvements, net as of March 31, 2014 and December 31, 2013:

	2014			2013
Leasehold improvements	$	3,684		$	3,679
Furniture and equipment		3,974			3,672
Artwork		354			345
Total cost		8,012			7,696
Accumulated depreciation and amortization		(5,904	)		(5,783	)
Furniture, equipment and leasehold improvements, net	$	2,108		$	1,913

Depreciation expense for the three months ended March 31, 2014 and 2013 was $121 and $98, respectively.

7. GOODWILL

The following is a summary of the changes to the carrying amount of goodwill for the three months ended March 31, 2014 and the year ended December 31, 2013:

	2014			2013
Beginning
Gross balance	$	37,446		$	33,306
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance		20,031			15,891
Purchase price adjustments from earnouts		(23	)		1,795
Acquisition of Ten-Sixty		—			2,345
Ending
Gross balance		37,423			37,446
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance	$	20,008		$	20,031

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8. INTANGIBLE ASSETS

The following is a summary of intangible assets as of March 31, 2014 and December 31, 2013:

	Customer Relationships			Other Intangible Assets			Total
Cost
Balance, January 1, 2014	$	17,560		$	1,663		$	19,223
Balance, March 31, 2014		17,560			1,663			19,223
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2014		(5,410	)		(1,224	)		(6,634	)
Amortization expense		(326	)		(34	)		(360	)
Balance, March 31, 2014		(5,736	)		(1,258	)		(6,994	)
Net book value	$	11,824		$	405		$	12,229
Cost
Balance, January 1, 2013	$	15,910		$	1,566		$	17,476
Acquisition of certain assets of Ten-Sixty		1,650			97			1,747
Balance, December 31, 2013		17,560			1,663			19,223
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2013		(4,238	)		(875	)		(5,113	)
Amortization expense		(1,172	)		(349	)		(1,521	)
Balance, December 31, 2013		(5,410	)		(1,224	)		(6,634	)
Net Book Value	$	12,150		$	439		$	12,589

Amortization expense related to the intangible assets was $360 and $351 for the three months ended March 31, 2014 and 2013, 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:

2014 (remainder of)	$	1,062
2015		1,291
2016		1,236
2017		1,135
2018		1,001
Thereafter		6,504
Total	$	12,229

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 under the credit facility. 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 matures on December 24, 2016. 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, 2014 and December 31, 2013, 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 will be payable in 20 equal quarterly installments. Borrowings under the term loan after June 24, 2015 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 the total voting securities of Silvercrest.

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As of March 31, 2014 and December 31, 2013, $3,000 of principal was outstanding under the revolving credit loan.

The interest rate on the revolving credit loan as of March 31, 2014 was 3.75%.  Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit and term loans was $37 for the three months ended March 31, 2014.

Notes Payable

The following is a summary of notes payable:

	March 31, 2014
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	2,665
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		5,300
Interest payable					233
Total, March 31, 2014				$	8,198

	December 31, 2013
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	2,665
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		5,486
Interest payable					152
Total, December 31, 2013				$	8,303

The carrying value of notes payable approximates fair value. The variable rate notes are based on a multiple of the U.S. Prime Rate.

As of March 31, 2014, future principal amounts payable under the fixed and variable rate notes are as follows:

2014 (remainder of)	$	2,433
2015		2,314
2016		1,751
2017		1,467
Total	$	7,965

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, 2014 and 2013 amounted to $902 and $901, respectively. The Company received sub-lease income from subtenants during the three months ended March 31, 2014 and 2013 of $102 and $284, respectively. Therefore, for the three months ended March 31, 2014 and 2013, net rent expense amounted to $800 and $617, 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 $2,023 that were reduced to $1,013 on August 31, 2010 and can be further reduced to $506 on August 31, 2014. The letter of credit is collateralized by a certificate of deposit in an equal amount.

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In March 2014, the Company entered into a lease agreement for additional office space.  The lease commences on May 1, 2014 and expires July 31, 2019. The lease is subject to escalation clauses and provides for a rent-free period of 3 months.  Monthly rent expense will be $5.  The Company paid a refundable security deposit of $3. Future minimum lease payments and rentals under lease agreements which expire through 2019 are as follows:

	Minimum Lease Commitments		Non-cancellable Subleases			Minimum Net Rentals
Remainder of 2014	$	2,786	$	(316	)	$	2,470
2015		3,693		(426	)		3,267
2016		3,646		(426	)		3,220
2017		2,838		(328	)		2,510
2018		60		—			60
Thereafter		36		—			36
Total	$	13,059	$	(1,496	)	$	11,563

The Company has capital leases for certain office equipment. The Company entered into a new capital lease agreement for a telephone system during the three months ended March 31, 2014.  The amount financed was $289 and the lease has a term of 5 years, which began on March 1, 2014.   Monthly minimum lease payments are $5, and continue through November 30, 2018.   The aggregate principal balance of capital leases was $294 and $19 as of March 31, 2014 and December 31, 2013, respectively and is included in other liabilities in the Condensed Consolidated Statements of Financial Condition.

Contingent Consideration

In connection with its acquisition of MCG in October 2008, SLP entered into a contingent consideration agreement whereby the former members of MCG were entitled to contingent consideration equal to 22% of adjusted annual EBITDA in addition to any performance fee payments for each of the five years subsequent to the date of acquisition. As the acquisition was completed prior to January 1, 2009, contingent consideration is recognized when the contingency is resolved pursuant to the authoritative guidance on business combinations in effect at the date of the closing of the acquisition. The contingent consideration related to the MCG acquisition is recorded on the date when the contingency is resolved. Contingent consideration payments of $1,679 (which was accrued as of December 31, 2013) and $0 were made during the three months ended March 31, 2014 and 2013, respectively, related to MCG and are reflected in investing activities in the Condensed Consolidated Statements of Cash Flows.

Quarterly contingent payments related to the Commodity Advisors acquisition were accrued when the contingency was resolved. The total accrual for these payments for the three months ended March 31, 2014 and 2013 was $0 and $99, respectively, which was recorded as compensation expense in the Condensed Consolidated Statements of Operations.

11. STOCKHOLDERS’ EQUITY

Prior to the reorganization described in Note 1, Silvercrest was a private company. 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. Prior to the reorganization, all distributions were treated as equity transactions and recorded in the financial statements on the payment date. Partnership distributions totaled $1,349 and $13,669 for the three months ended March 31, 2014 and 2013, respectively. Distributions paid or accrued prior to June 30, 2013 are included in partners’ capital and excess of liabilities, redeemable partners’ capital and partners’ capital over assets, respectively, in the Condensed Consolidated Statements of Changes in Stockholders’ Equity/Partners’ Deficit. Distributions accrued and paid subsequent to June 30, 2013 are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition as of March 31, 2014.

SLP distributed $10,000 to its existing partners prior to the consummation of the IPO.

Prior to the reorganization and pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, as amended and restated, partner incentive allocations were 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, 2014 and 2013 amounted to $14,181 and $12,104, respectively, and are included in non-controlling interests as of March 31, 2014 and in excess of liabilities, redeemable partners’ capital and partners’ capital over assets as of March 31, 2013 in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Stockholders’ Equity/Partners’ Deficit for the three months ended March 31, 2013, respectively. As part of the reorganization, partner incentive

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distributions for the six months ended June 30, 2013 were treated as an equity transaction and accrued and recorded in accrued compensation in the Condensed Consolidated Statements of Financial Condition. Subsequent to the consummation of the IPO, Silvercrest treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned. During the three months ended March 31, 2014, SLP accrued partner incentive allocations of $4,114, which is included in accrued compensation in the Condensed Consolidated Statements of Financial Condition.

The pre-IPO partners of SLP received Silvercrest shares in connection with the reorganization and IPO, as described below.

Silvercrest—Stockholders’ Equity

As described in Note 1, Silvercrest’s equity structure was modified in connection with the IPO-related reorganization.

Silvercrest has the following authorized and outstanding equity:

	Shares at March 31, 2014
	Authorized		Outstanding		Voting Rights	Economic Rights
Common shares
Class A, par value $0.01 per share		50,000,000		7,522,974	1 vote per share (1)	All (1)
Class B, par value $0.01 per share		25,000,000		4,710,045	1 vote per share (2),(3)	None (2), (3)
Preferred shares
Preferred stock, par value $0.01 per share		10,000,000		—	See footnote (4) below	See footnote (4) 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) Each share of Class B common stock is entitled to one vote per share.

(3) 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 4,710,045 Class B units, which represents the right to receive their proportionate share of the distributions made by SLP, and 52,188 deferred equity units exercisable for Class B units of SLP, which represents the right to receive additional proportions of the distributions made by SLP. The 52,188 deferred equity 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 deferred equity units have not been issued and are not deemed outstanding, the holders of deferred equity 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 deferred equity units of SLP until such time that the underlying Class B units are issued.

(4) 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.

In connection with the reorganization and IPO described in Note 1, “Reorganization and Initial Public Offering”, Silvercrest issued the following shares on the date of the reorganization:

Class A Common Stock

Silvercrest issued 4,790,684 shares of Class A common stock in the IPO. Each Class B unit of SLP acquired by the Company with proceeds from the IPO immediately converted to a Class A unit. Class A units have the same rights as Class B units. During July 2013, the Company issued 718,603 shares of Class A common stock pursuant to the underwriters’ exercise in full of the over-allotment option that the Company granted to the underwriters in connection with its IPO. During November 2013, 2,013,677 shares of Class B common stock automatically converted to Class A common stock upon the death of the Company’s former Chief Executive Officer.

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Class B Common Stock

	Transaction	# of
	Date	Shares
Class B common stock outstanding - January 1, 2014		4,464,617
Class B common stock repurchased and cancelled	February 2014	(16,530	)
Class B common stock issued upon vesting of deferred equity units	February 2014	261,958
Class B common shares outstanding - March 31, 2014		4,710,045

In February 2014, the Company purchased from a former partner 16,530 shares of Class B common stock at a price equal to the par value thereof in connection with the repurchase of a like number of Class B Units from such former partner at a price of $14.50 per share.

In February 2014, the Company issued 261,958 shares of Class B common stock upon the vesting of deferred equity units which resulted in the issuance of a like number of Class B units of Silvercrest LP. The shares of Class B common stock were issued pursuant to the terms of the Certificate of Incorporation of the Company which requires the Company to issue at the par value per share of Class B common stock, one share of Class B common stock for each Class B Unit of Silvercrest LP issued.    

The total amount of shares of Class B common stock outstanding and held by employee-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, subject to the holder’s agreement to be bound by the terms of a stockholders’ agreement amongst the Class B stockholders of the Company. 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 subsequent to the reorganization and IPO.

Notes receivable from partners are as follows for the three months ended March 31, 214 and the year ended December 31, 2013:

	March 31, 2014			December 31, 2013
Beginning balance	$	3,052		$	3,410
Repayment of notes		(629	)		(887	)
Interest accrued and capitalized on notes receivable		19			74
New notes receivable issued to partners		—			455
Ending balance	$	2,442		$	3,052

Full recourse and limited recourse notes receivable from partners as of March 31, 2014 and December 31, 2013 are $1,052 and $1,671 and $1,391 and $1,381, respectively. There is no allowance for credit losses on notes receivable from partners as of March 31, 2014 and December 31, 2013.

13. RELATED PARTY TRANSACTIONS

During 2014 and 2013, the Company provided services to the domesticated Silvercrest Hedged Equity Fund LP (formed in 2011 and formerly Silvercrest Hedged Equity Fund), Silvercrest Hedged Equity Fund (International), Silvercrest Hedged Equity Fund Ltd (formed in 2011 and includes ERISA investors of Silvercrest Hedged Equity Fund LP), the domesticated Silvercrest Emerging Markets Fund LP (formed in 2011 and formerly Silvercrest Emerging Markets Fund), Silvercrest Emerging Markets Fund (International), Silvercrest Emerging Markets Fund Ltd (formed in 2011 and includes ERISA investors of Silvercrest Emerging

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Markets Fund LP), 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, the domesticated Silvercrest Strategic Opportunities Fund LP (formed in 2011 and formerly Silvercrest Strategic Opportunities Fund), and Silvercrest Strategic Opportunities Fund (International) (terminated in 2011). These entities operate as feeder funds investing through master-feeder structures except for Silvercrest Hedged Equity Fund LP, Silvercrest Hedged Equity Fund Ltd, Silvercrest Emerging Markets Fund LP, Silvercrest Emerging Markets Fund Ltd, and Silvercrest Strategic Opportunities Fund LP which operate and invest as stand-alone funds.

The Company also provides services to 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, Silvercrest Municipal Special Situations Fund II LLC, Silvercrest Select Growth Equity Fund, L.P., Silvercrest International Fund, L.P. (previously known as Silvercrest Global Partners, L.P.), Silvercrest Small Cap, L.P. Silvercrest Special Situations, L.P., and Silvercrest Commodity Strategies Fund, LP which operate and invest separately as stand- alone funds.

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, 2014 and 2013 the Company earned from the above activities management fee income, which is included in “Management and advisory fees” in the Condensed Consolidated Statement of Operations, of $2,194 and $2,180, respectively, and performance fees and allocations of $0 and $3, respectively, which is included in performance fees in the Condensed Consolidated Statements of Operations. As of March 31, 2014 and December 31, 2013, the Company was owed $2,189 and $2,653, respectively, from its various funds, which is included in the Due from Silvercrest Funds on the Condensed Consolidated Statements of Financial Condition.

For the three months ended March 31, 2014 and 2013, the Company earned advisory fees of $126 and $103, respectively, from assets managed on behalf of certain of its partners. As of March 31, 2014 and December 31, 2013, the Company is owed approximately $81 and $78, respectively, from certain of its partners, which is included in receivables, net on the Condensed Consolidated Statements of Financial Condition.

14. INCOME TAXES

As of March 31, 2014, the Company had net deferred tax assets of $24,670, which is recorded as a non-current deferred tax asset of $24,823 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 non-current deferred tax liability of $42 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 non-current deferred tax liability of $111 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, 2014, $59 of the net deferred tax liabilities relate to non-controlling interests.  These amounts are included in the prepaid expenses and other assets and deferred tax and other liabilities on the Condensed Consolidated Statement of Financial Position, respectively.

As of December 31, 2013, the Company had net deferred tax assets of $25,683, which is recorded as a non-current deferred tax asset of $25,831 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 non-current deferred tax liability of $34 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 non-current deferred tax liability of $114 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets. These amounts are included in the prepaid expenses and other assets and deferred tax and other liabilities in the Consolidated Statement of Financial Condition, respectively.

The current tax expense was $442 and $303 for the three months ended March 31, 2014 and 2013, respectively. Of the amount for the three months ended March 31, 2014, $112 relates to Silvercrest’s corporate tax expense, $328 relates to SLP’s UBT liability and $2 relates to SFS’s corporate tax expense.  The deferred tax expense for the three months ended March 31, 2014 and 2013 was $1,013 and $26, respectively. When combined with current tax expense, the total income tax provision for the three months ended March 31, 2014 and 2013 is $1,455 and $329, respectively.

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The current expense increased from the comparable period for 2013 mainly due to corporate taxes at Silvercrest, which did not previously exist and increased profitability during 2014. The deferred expense difference is attributable primarily to the movement in deferred tax accounts with respect to various intangible assets between 2013 and 2014. The deferred tax expense for the three months ended March 31, 2014 also includes additional deferred tax expense of $244 for discrete items.  The discrete items are attributable to the decrease of deferred tax assets at Silvercrest due to a reductions in the future statutory corporate tax rates in New York State.

Of the total current tax expense for the three months ended March 31, 2014, $124 relates to non-controlling interests.  Of the deferred tax expense for the three months ended March 31, 2014, $2 relates to non-controlling interests.  When combined with current tax expense, the total income tax provision for the three months ended March 31, 2014 related to non-controlling interests is $126.    

In the normal course of business, the Company is subject to examination by federal, state, and local tax regulators. As of March 31, 2014, the Company’s U.S. federal income tax returns for the years 2010 through 2013 are open under the normal three-year statute of limitations and therefore subject to examination.

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.

15. REDEEMABLE PARTNERSHIP UNITS

Before the reorganization and consummation of our IPO, upon the termination of employment, SLP had a right to call the terminated employee’s partnership units. In addition, the terminated employee also had a right to put the partnership units back to SLP upon termination or death, provided the terminated employee had complied with certain restrictions as described in SLP’s partnership agreement. With respect to the two founders of SLP, their estate, heirs or other permitted related parties could not require SLP to redeem their units prior to April 1, 2013. In accordance with the provisions of SLP’s Second Amended and Restated Limited Partnership Agreement, the put described above expired upon the consummation of the Company’s reorganization.  

Subsequent to the completion of the Company’s initial public offering, 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

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.

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Distributions related to Deferred Equity Units that are paid to partners are charged to non-controlling interests after the consummation of our IPO and excess of liabilities, redeemable partners’ capital and partners’ capital over assets prior to our IPO. 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 Company utilized both discounted cash flow and guideline company valuation methods to determine the grant date fair value of the Deferred Equity Units. 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.

Prior to our IPO, all Deferred Equity Units were considered to be liability awards and were adjusted to fair value at the end of each reporting period. After the consummation of our IPO, 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, 2014 and 2013, the Company recorded compensation expense related to such units of $514 and $620, respectively, of which $42 and $54, respectively, relates to the Performance Units given that there is an explicit service period associated with the Deferred Equity Units, and the likelihood that the performance target will be met is considered probable. Distributions include cash distributions paid on liability awards. Cash distributions paid on awards expected to be forfeited were $1 and $7 for the three months ended March 31, 2014 and 2013, respectively, and are part of total compensation expense for the three months then ended. During the three months ended March 31, 2014 and 2013, $30 and $261, respectively, of vested Deferred Equity Units were settled in cash. As of March 31, 2014 and December 31, 2013, there was $754 and $906, respectively, of estimated unrecognized compensation expense related to unvested awards. As of March 31, 2014 and December 31, 2013, the unrecognized compensation expense related to unvested awards is expected to be recognized over a period of 0.93 and 1.16 years, respectively. The unit and per unit amounts below have been converted in connection with the reorganization of SLP, whereby, SLP completed a unit distribution of 19.64 units for each unit outstanding (excluding deferred equity units) as of the date of the consummation of the IPO.

A summary of these equity grants by the Company as of March 31, 2014 and 2013 during the periods then ended is presented below:

				Deferred Equity Units					Performance Units
	Units			Fair Value per unit					Units			Fair Value per unit
Balance at January 1, 2014		175,298		$	12.00 -	$	17.05			238,371		$	3.75
Granted		—								—			0
Vested		(123,110	)		(12.00) -		(16.81	)		(140,549)			0
Forfeited		—								(851)
Balance at March 31, 2014		52,188		$	12.00 -	$	18.29			96,971		$	3.75
Balance at January 1, 2013		329,757		$		$	10.47			257,795		$	3.27
Granted		—								—
Vested		(133,867	)				(15.30	)		—
Forfeited		—					—			(8,761	)		(4.78	)
Balance at March 31, 2013		195,890		$		$	15.30			249,034		$	4.78

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

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, 2014 and December 31, 2013, 1,670,960 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.

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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 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 the award 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.

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, 2014 and 2013, Silvercrest made matching contributions of $16 and $16, 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, 2014 and 2013, the Company utilized “soft dollar” credits of $264 and $248, respectively.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a premier, full-service wealth management firm focused on providing financial advisory and related family office services to ultra-high net worth individuals and endowments, foundations and other 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, 2014 and March 31, 2013, our assets under management grew 3.2% and 21.4%, respectively, from $15.7 billion to $16.2 billion and from $11.2 billion to $13.6 billion.

As part of the reorganization of Silvercrest L.P. that occurred in connection with our initial public offering, Silvercrest became the general partner of Silvercrest L.P, our operating company. The business includes the management of funds of funds, and other investment funds, collectively referred to as the “Silvercrest Funds”. In addition, the partnership units of all continuing partners of Silvercrest L.P. were converted to Class B units that have equal economic rights to our shares of Class A common stock. Silvercrest L.P. has issued deferred equity units exercisable for 52,188 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 deferred equity 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. Following the completion of the reorganization of Silvercrest L.P., 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 38.5% partnership interest in Silvercrest L.P. as of March 31, 2014 are reflected in Non-controlling interests in our condensed consolidated financial statements. As a result of the reorganization being completed at the end of the second quarter of 2013, the results of operations and cash flows for the three months ended March 31, 2013 are those of Silvercrest L.P. For the three months ended March 31, 2014, our net income, after amounts attributable to non-controlling interests, represents approximately 61.5% of Silvercrest L.P.’s net income.

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)	2014			2013
Revenue	$	16,720		$	13,685
Income before other income (expense), net	$	3,795		$	5,774
Net income	$	2,241		$	5,464
Net income attributable to Silvercrest	$	944		$	-
Adjusted EBITDA (1)	$	4,981		$	4,137
Adjusted EBITDA margin (2)		29.8	%		30.2	%
Assets under management at period end (billions)	$	16.2		$	13.6
Average assets under management (billions) (3)	$	16.0		$	12.4

(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 Delaware Franchise Tax, 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.

(2) Adjusted EBITDA margin 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.

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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 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)	2014			2013
AUM concentrated in Discretionary Managed Accounts	$	9.8		$	7.8
Average AUM For Discretionary Managed Accounts	$	9.6		$	7.5
Discretionary Managed Accounts Revenue (in millions)	$	13.4		$	10.3
Percentage of management and advisory fees revenue		86	%		83	%

Private Funds

	As of and for the Three Months Ended March 31,
(in billions)	2014			2013
AUM concentrated in Private Funds	$	0.8		$	0.9
Average AUM For Private Funds	$	0.8		$	0.9
Private Funds Revenue (in millions)	$	2.2		$	2.2
Percentage of management and advisory fees revenue		14	%		17	%

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 0.42% and 0.44% for the three months ended March 31, 2014 and 2013, 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. The average annual management fee decreased for the three months ended March 31, 2014 as compared with the same period in the prior year as a result of increased non-discretionary assets under management which is associated with either flat-fee or low-basis assets.  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 value of the portfolio. These cash flow-related adjustments were insignificant for the three months ended March 31, 2014 and 2013. 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. We have experienced a steady increase in family office services fees over the past few years as more of our separately managed accounts relationships have taken advantage of these services. We have also been successful in attracting new clients who have engaged us primarily for our family office services.

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.

Our professional services fees have increased as a result of being a public company.

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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.

Following the consummation of our initial public offering, we account for partner incentive distributions as an expense in our Statement of Operations. Accordingly, this has the effect of increasing compensation expense relative to the amounts that have been recorded historically in our financial statements.

The components of our compensation expenses for the three months ended March 31, 2014 and 2013 are as follows:

	For the Three Months Ended March 31,
(in thousands)	2014		2013
Cash compensation and benefits (1)	$	9,196	$	4,574
Distributions on liability awards (2)		1		7
Non-cash equity-based compensation expense		514		620
Total compensation expense	$	9,711	$	5,201

(1) For the three months ended March 31, 2014, $4,114 of partner incentive payments was included in cash compensation and benefits expense.

(2) Cash distributions on the portion of unvested deferred equity units that are subject to forfeiture are expensed when paid. The portion of unvested deferred equity units that can be settled in cash are classified as liability awards.

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. As a result of the reorganization of Silvercrest L.P. and the initial public offering, 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 will be recognized on the February 29, 2012 and February 28, 2011 grant dates of the deferred equity unit and performance unit awards through February 29, 2016 and February 28, 2015, respectively.

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.

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.

As a result of the completion of our initial public offering, we will continue and expect to incur additional expenses as a result of being a public company for, among other things, directors and officers insurance, director fees, SEC reporting and compliance, including Sarbanes-Oxley compliance, transfer agent fees, professional fees and other similar expenses. These additional expenses have had, and will have the effect of reducing our net income.

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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

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

Provision for Income Tax

While Silvercrest L.P. has historically not been subject to U.S. federal and certain state income taxes, it has been subject to the New York City Unincorporated Business Tax. As a result of the reorganization of Silvercrest L.P. and the completion of our initial public offering, we became subject to taxes applicable to C-corporations. Our effective tax rate, and the absolute dollar amount of our tax expense, has increased as a result of this reorganization which will be offset by the benefits of the tax receivable agreement entered into with our Class B stockholders.

Acquisition

On March 28, 2013, we acquired certain assets of Ten-Sixty. Ten-Sixty was a registered investment adviser that advised on approximately $1.9 billion of assets primarily on behalf of institutional clients. This strategic acquisition expands our hedge fund due diligence capabilities and continues the growth of our institutional business. Under the terms of the asset purchase agreement, we paid cash consideration at closing of $2.5 million and issued a promissory note to Ten-Sixty for $1.5 million subject to adjustment. As of March 31, 2014, the aggregate principal amount of the promissory note is approximately $1.1 million which is payable in quarterly installments from June 30, 2014 through March 31, 2017 of $0.1 million each.

Operating Results

Revenue

Our revenues for the three months ended March 31, 2014 and 2013 are set forth below:

	For the Three Months Ended March 31,
(in thousands)	2014		2013		2014 vs. 2013 ($)			2014 vs. 2013 (%)
Management and advisory fees	$	15,583	$	12,457	$	3,126			25.1	%
Performance fees and allocations		-		3		(3	)		-100.0	%
Family office services		1,137		1,225		(88	)		-7.2	%
Total revenue	$	16,720	$	13,685	$	3,035			22.2	%

The growth in our assets under management during the three months ended March 31, 2014 and 2013 is described below:

	Assets Under Management
(in billions)	Discretionary			Non- Discretionary			Total
As of January 1, 2013	$	8.0		$	3.1		$	11.2
Gross client inflows		1.6			2.0			3.6
Gross client outflows		(1.5	)		(0.2	)		(1.7	)
Market appreciation (depreciation)		0.5			0.1			0.6
As of March 31, 2013	$	8.6		$	5.0		$	13.6	(1)
As of January 1, 2014	$	10.1		$	5.6		$	15.7
Gross client inflows		1.0			0.2			1.2
Gross client outflows		(0.5	)		(0.1	)		(0.6	)
Market appreciation (depreciation)		-			(0.1	)		(0.1	)
As of March 31, 2014	$	10.6		$	5.6		$	16.2	(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 3/31/14

	ANNUALIZED PERFORMANCE
	INCEPTION	1-YEAR	3-YEAR	5-YEAR	7-YEAR	INCEPTION
Large Cap Value Composite	4/1/02	21.4	13.0	20.4	6.9	8.1
Russell 1000 Value Index		21.6	14.8	21.8	4.8	7.0
Small Cap Value Composite	4/1/02	24.5	14.9	25.5	12.3	11.9
Russell 2000 Value Index		22.7	12.7	23.3	5.4	8.8
Smid Cap Value Composite	10/1/05	21.8	14.0	23.4	9.5	10.2
Russell 2500 Value Index		21.8	13.9	24.8	6.5	8.1
Multi Cap Value Composite	7/1/02	23.4	14.3	22.5	8.9	9.5
Russell 3000 Value Index		21.7	14.6	21.9	4.8	8.1
Equity Income Composite	12/1/03	22.9	15.9	21.5	10.0	12.2
Russell 3000 Value Index		21.7	14.6	21.9	4.8	8.3
Focused Value Composite	9/1/04	26.0	11.9	22.9	8.2	11.0
Russell 3000 Value Index		21.7	14.6	21.9	4.8	7.9

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 Silvercrest Asset Management Group LLC (“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 piece 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 piece 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.

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The following chart shows the performance of our Company’s basic asset allocation model portfolio:

MODEL PORTFOLIO PERFORMANCE

as of 3/31/14

	ANNUALIZED PERFORMANCE
	INCEPTION	1-YEAR	3-YEAR	5-YEAR	7-YEAR	INCEPTION
Income Portfolio	5-1-03	9.5	7.1	10.1	5.9	6.9
25/45/30% S&P 500, Barclays Aggregate, HFRI FOF Comp		7.3	6.2	9.1	4.8	6.0
Balanced Portfolio	5-1-03	13.3	8.0	13.3	6.4	8.1
50/30/20% S&P 500, Barclays Aggregate, HFRI FOF Comp		12.2	9.0	13.2	5.7	7.3
Growth Portfolio	5-1-03	18.6	10.0	19.1	6.9	9.5
80/10/10% S&P 500, Barclays Aggregate, HFRI FOF Comp		18.1	12.4	18.0	6.2	8.4

These model portfolios are not actual strategies in which clients can invest or allocate assets.  They are hypothetical combinations of: (i) internally-managed strategies in which clients are invested and (ii) externally-managed funds or products in which clients are invested.  We track three such portfolios depending on the overall strategy by which the securities purchased may be characterized.  They are Income, Growth, and Balanced (Income and Growth).  The returns shown assume annual rebalancing and reinvestment of dividends over the entirety of each of the periods shown.   Some of the underlying returns used to calculate each portfolio’s returns were net of fees and some were gross of fees. The rates of return for each of the three portfolios are presented gross of investment management fees and custody fees, but include the deduction of estimated brokerage commissions and transaction costs. An investor’s actual return on a portfolio of the type shown would be reduced by the advisory fees and any other expenses it may incur in the management of the investment advisory account. For example, assume the Firm achieves a 10% annual return prior to the deduction of fees each year for a period of 10 years. If an annual investment management fee of 1% of assets under management for the 10 year period were charged, the resulting annual average return after fees would be reduced to 8.9%. Silvercrest’s standard annual asset-based fee schedule is described in Part 2 of its Form ADV, and outsourced manager’s standard annual asset-based fee schedules are described in Part 2 of each of their Form ADVs. Actual fees and expenses will vary depending on a variety of factors, including the size of a particular account. Generally, investment management fees are charged based upon the size of the portfolio, computed quarterly. An investor’s actual result would be different from those portrayed in the models. A reader should not infer or assume that any portfolio is appropriate to meet the objectives, situation or needs of a particular investor, as the implementation of any financial strategy, and the purchase or sale of any security, should only be made after consultation with an attorney, tax advisor and investment advisor.  Past performance is no indication of future results.

The benchmark is a composite of the S&P 500 Index, the Barclays Capital Aggregate Index, and the HFRI Fund of Funds Composite Index.  Each index’s blend is rebalanced annually.  Index returns do not reflect a deduction for fees or expenses.  Investors cannot invest directly in any of these indices.

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

The Barclays Capital Aggregate Index is an index of investment grade government and corporate bonds with a maturity of more than one year.

The S&P 500 Index is a capitalization-weighted, unmanaged index that measures 500 widely held US common stocks of leading companies in leading industries, representative of the broad US equity market.

The HFRI Fund of Funds Composite Index is an index that is equal weighted, net of fees, and comprised of over 1,500 funds which report to Hedge Fund Research.

Three Months Ended March 31, 2014 versus Three Months Ended March 31, 2013

Our total revenue increased by $3.0 million, or 22.2%, to $16.7 million for the three months ended March 31, 2014, from $13.7 million for the three months ended March 31, 2013. This increase was driven primarily by growth in our management and advisory fees as a result of increased assets under management.

Assets under management increased by $2.6 billion, or 18.7%, to $16.2 billion at March 31, 2014 from $13.6 billion at March 31, 2013. Compared to the three months ended March 31, 2013, there was a decrease of $2.4 billion of client inflows, a decrease of $1.1 billion in client outflows, and a decrease of $0.7 billion in market appreciation. Our market depreciation during the three months ended March 31, 2014 constituted a 0.6% rate of decrease in our total assets under management compared to March 31, 2013. Our growth in assets under management for the three months ended March 31, 2014 was attributable to an increase of $0.5 billion in discretionary assets under management. The growth in our discretionary assets under management was primarily driven by an increase in separately managed accounts. An increase in the concentration of equity securities, which are included in discretionary assets under management and whose fee rates are higher than those of other investments, was the primary driver of increased management and advisory fees revenue for the three months ended March 31, 2014 compared to the prior period. Sub-advised fund management revenue increased by $0.2 million to $0.5 million for the three months ended March 31, 2014 from $0.3 million for the same period in the prior year as a result of the Ten-Sixty acquisition. Proprietary fund management revenue decreased by $0.1 million to $1.7 million for the three months ended March 31, 2014 from $1.8 million for the three months ended March 31, 2013. With respect to our discretionary assets under management, equity assets and fixed income assets experienced growth of 3.8% and 15.0%,

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respectively, during the three months ended March 31, 2014. For the three months ended March 31, 2014, most of our growth came from our multi cap value, SMID cap value and equity income strategies with composite returns of 1.8%, 2.0% and 2.8%, respectively. As of March 31, 2014, the composition of our assets under management was 65% in discretionary assets, which includes both separately managed accounts and proprietary and sub-advised funds, and 35% in non-discretionary assets which represent assets on which we provide portfolio reporting but do not have investment discretion.

Expenses

Our expenses for the three months ended March 31, 2014 and 2013 are set forth below:

	For the Three Months Ended March 31,
(in thousands)	2014		2013		2014 vs. 2013 ($)		2014 vs. 2013 (%)
Compensation and benefits (1)	$	9,711	$	5,201	$	4,510		86.7	%
General, administrative and other		3,214		2,710		504		18.6	%
Total expenses		12,925	$	7,911	$	5,014		63.4	%

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, 2014 and 2013. Other expenses, such as rent, professional service fees, data-related costs, and sub-advisory fees incurred are included in our general and administrative expenses.

Three Months Ended March 31, 2014 versus Three Months Ended March 31, 2013

Total expenses increased by $5.0 million, or 63.4%, to $12.9 million for the three months ended March 31, 2014 from $7.9 million for the three months ended March 31, 2013. This increase was primarily attributable to increases in compensation and benefits expense of $4.5 million, as well as increases in in general and administrative expenses of $0.5 million.

Compensation and benefits expense increased by $4.5 million, or 86.7%, to $9.7 million for the three months ended March 31, 2014 from $5.2 million for the three months ended March 31, 2013. The increase was primarily attributable to an increase in the accrual for partner incentive bonuses of $4.1 million as a result of the recognition of partner incentive payments as compensation expense, an increase in accrued employee incentive bonuses of $0.2 million and an increase in salaries and benefits expense of $0.1 million and $0.2 million, respectively, as a result of both merit increases and increased headcount. This was partially offset by a decrease in equity-based compensation expense of $0.1 million primarily as a result of lower levels of deferred equity units due to vesting in prior periods.

General and administrative expenses increased by $0.5 million, or 18.6%, to $3.2 million for the three months ended March 31, 2014 from $2.7 million for the three months ended March 31, 2013. This increase was primarily due to an increase in occupancy and related expenses of $0.2 million as a result of a reduction subtenant rental income earned for the three months ended March 31, 2014 as compared to the same period in the prior year, an increase in the provision for doubtful accounts of $0.2 million in conjunction with increased revenue levels, an increase in client reimbursement costs of $0.1 million and an increase in marketing costs of $0.1 million.  This was partially offset by a decrease in professional fees of $0.1 million related to the timing of our actual 2013 audit fees.

Other Income (Expense), Net

	For the Three Months Ended March 31,
(in thousands)	2014			2013			2014 vs. 2013 ($)			2014 vs. 2013 (%)
Other income, net	$	8		$	29		$	(21	)		-72.4	%
Interest income		20			27			(7	)		-25.9	%
Interest expense		(127	)		(37	)		(90	)		-243.2	%
Total other (expense) income, net	$	(99	)	$	19		$	(118	)		-621.1	%

Three Months Ended March 31, 2014 versus Three Months Ended March 31, 2013

Other (expense) income, net decreased by $0.1 million to other expense, net of ($0.1) million for the three months ended March 31, 2014 from other income, net of $19 thousand for the three months ended March 31, 2013 primarily due to an increase in interest expense of $0.1 million. Interest expense increased for the three months ended March 31, 2014 as compared to the prior year as a result of borrowings under our credit facility, the issuance of a note related to the Ten-Sixty acquisition and notes issued to two former partners in conjunction with their share redemptions prior to our initial public offering.

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Provision for Income Taxes

Three Months Ended March 31, 2014 versus Three Months Ended March 31, 2013

The provision for income taxes was $1.5 million and $0.3 million for the three months ended March 31, 2014 and 2013, respectively. The change was a result of both the recognition of corporate income tax expense related to the change in our corporate structure and expense related to our tax receivable agreement in addition to an increase in taxable income. Our provision for income taxes as a percentage of income before provision for income taxes for the three months ended March 31, 2014 and 2013 was 39.5% and 5.7%, 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, 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.

· Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue.

· 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 corporate rate of 40%.

· 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,
	2014			2013
Reconciliation of non-GAAP financial measure:
Net income	$	2,241		$	5,464
Provision for income taxes		1,455			329
Delaware Franchise Tax		45			-
Interest expense		127			37
Interest income		(8	)		(27	)
Partner incentive allocations (A)		-			(2,880	)
Depreciation and amortization		481			449
Equity-based compensation		515			628
Other adjustments (B)		125			137
Adjusted EBITDA	$	4,981		$	4,137
Adjusted EBITDA Margin		29.8	%		30.2	%
Adjusted Net Income and Adjusted Earnings Per Share
Reconciliation of non-GAAP financial measure:
Net income	$	2,241		$	5,464
GAAP Provision for income taxes		1,455			329
Delaware Franchise Tax		45			-
Partner incentive allocations (A)		-			(2,880	)
Other adjustments (B)		125			137
Adjusted earnings before provision for income taxes		3,866			3,050
Adjusted provision for income taxes:
Adjusted provision for income taxes (40% assumed tax rate)		(1,546	)		(1,220	)
Adjusted net income	$	2,320		$	1,830
Adjusted earnings per share/unit:
Basic	$	0.19		$	0.18
Diluted	$	0.19		$	0.17
Shares/units outstanding:
Basic Class A shares outstanding		7,523			-
Basic Class B shares/units outstanding		4,710			10,329
Total basic shares/units outstanding		12,233			10,329
Diluted Class A shares outstanding		7,523			-
Diluted Class B shares/units outstanding (C)		4,853			10,671
Total diluted shares/units outstanding		12,376			10,671

(A) Partner incentive allocations, prior to our initial public offering, were treated as distributions of net income and recorded when paid. Upon the completion of our reorganization and initial public offering, we account for partner incentive payments as an expense in our Statement of Operations and have reflected the related adjustments in our historical financial information. Accordingly, this has the effect of increasing compensation expense relative to the amounts that have been recorded historically in our financial statements.

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(B) Other adjustments consist of the following:

	Three Months Ended March  31,
	2014		2013
Loss on sub-lease (a)	$	-	$	(21	)
Client reimbursement		125		-
IPO professional fees		-		8
Acquisition costs (b)		-		51
Other (c)		-		99
Total other adjustments	$	125	$	137

(a) Reflects the amortization recognized, on a present value basis, between the per square foot rental rate for our Company’s primary lease and a sub-lease that we signed in 2011 with a sub-tenant for our headquarters in New York.

(b) Reflects the legal and accounting fees associated with the closing of the Ten-Sixty acquisition in 2013.  Also reflects transition expenses related to integrating the Ten-Sixty acquisition in 2013.

(c) In 2013, represents the accrual of Quarterly Income Payments, as defined in the MW Commodity Advisors, LLC purchase agreement.

(C) Includes 52,188 and 176,310 unvested deferred equity units as of March 31, 2014 and 2013, respectively.  Also, 90,959 and 237,089 performance units, which are conditionally issuable units that would be issuable if March 31, 2014 and 2013, respectively, was the end of the contingency period, are included.

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 matures on December 24, 2016. 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 million under the revolving credit facility to partially fund a $10.0 million distribution that was made in July 2013 to the existing limited partners of Silvercrest L.P. prior to the closing of our initial public offering. As of March 31, 2014, $3.0 million of borrowings remained outstanding on the revolving credit facility. As of March 31, 2014, 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 will be payable in twenty equal quarterly installments. Borrowings under the term loan after June 24, 2015 will be payable in equal quarterly installments through the maturity date. The new 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, 2014.

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, 2014 and December 31, 2013.

	As of
(in thousands)	March 31, 2014		December 31, 2013
Cash and cash equivalents	$	19,040	$	27,122
Accounts receivable	$	4,350	$	5,405
Due from Silvercrest Funds	$	2,189	$	2,653

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. In June 2013, 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 $15.3 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, 2014 and 2013. 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, distributions received from investments in investment funds, and cash paid as part of business acquisitions. Financing activities consist primarily of contributions from partners, distributions to partners, the issuance and payments on partner notes, other financings, and earnout payments related to business acquisitions.

	Three Months Ended March 31,
(in thousands)	2014			2013
Net cash (used in) provided by operating activities	$	(4,303	)	$	7,384
Net cash used in by investing activities		(1,707	)		(2,782	)
Net cash used in financing activities		(2,072	)		(13,690	)
Net change in cash	$	(8,082	)	$	(9,088	)

Operating Activities

Three Months Ended March 31, 2014 versus Three Months Ended March 31, 2013

Operating activities used $4.3 million for three months ended March 31, 2014 and provided $7.4 million for the three months ended March 31, 2013. This difference is primarily the result of decreased accrued compensation of $10.6 million as a result of the payment of partner incentives which are part of compensation expense subsequent to our initial public offering as compared to the same period in the prior year. Our working capital increased by approximately $1.5 million primarily as a result of increased revenue and a decrease in accrued compensation.

Investing Activities

Three Months Ended March 31, 2014 versus Three Months Ended March 31, 2013

For the three months ended March 31, 2014 and 2013, investing activities used $1.7 million and $2.8 million, respectively. The decrease in the use of cash was primarily the result of $2.5 million of cash paid at the closing of the Ten-Sixty acquisition during the three months ended March 31, 2013 and a decrease in restricted certificates of deposit and escrow of $0.3 million, partially offset by earnout payments made of $1.7 million related to the Marathon Capital Group, LLC acquisition made during the three months ended March 31, 2014.

Financing Activities

Three Months Ended March 31, 2014 versus Three Months Ended March 31, 2013

For the three months ended March 31, 2014 and 2013, financing activities used $2.1 million and $13.7 million, respectively. The decrease in net cash used in financing activities from 2013 to 2014 was primarily the result of decreased distributions to partners of $12.1 million in 2014 as compared to 2013 as a result of the treatment of partner incentive payments as compensation instead of distributions subsequent to our initial public offering, lower partner redemptions of $0.3 million and lower notes payable repayments of $0.3 million. The previous decreases were partially offset by the payment of dividends in the first quarter of 2014 of $0.9 million.

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 Ten-Sixty and Milbank related to the Ten-Sixty and Milbank acquisitions, and variable rate notes issued to former principals to redeem units held by them under which we exercised our call right upon their termination. Furthermore, we have an outstanding balance of $3.0 million on our revolving credit facility.

The aggregate principal amount of the note related to the Ten-Sixty acquisition is payable in quarterly installments from June 30, 2014 through March 31, 2017 of $0.1 million each.

As of March 31, 2014, $1.1 million remained outstanding on the note payable related to the Ten-Sixty acquisition.  The principal amount outstanding under this note bears interest at the rate of 5% per annum.  Accrued but unpaid interest on the notes payable related to the Ten-Sixty acquisition was approximately $14 thousand as of March 31, 2014.

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As of December 31, 2013, $1.1 million 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 December 31, 2013.

The aggregate principal amount of the notes related to the Milbank acquisition matures after two remaining annual principal installments payable on each of November 1, 2014 and 2015 in the approximate amounts of $1.0 million and $0.5 million, respectively, together with all accrued and unpaid interest. If specified conditions are not met by Milbank prior to November 1, 2014, then the principal payment due on November 1, 2015 will be reduced to $0.1 million. The principal amount outstanding under this note bears interest at the rate of 5% per annum.

As of March 31, 2014, $1.5 million remained outstanding on the notes payable related to the Milbank acquisition. Accrued but unpaid interest on the notes payable related to the Milbank acquisition was approximately $32 thousand as of March 31, 2014.

As of December 31, 2013, $1.5 million remained outstanding on the notes payable related to the Milbank acquisition. Accrued but unpaid interest on the notes payable related to the Milbank acquisition was approximately $13 thousand as of December 31, 2013.

As of March 31, 2014 and December 31, 2013 $3.0 million in borrowings was outstanding on our revolving credit facility with City National Bank.

On June 3, 2013, we redeemed units from two of our former principals. In conjunction with the redemption, we issued promissory notes with an aggregate principal amount of approximately $5.3 million, and such principal amount is subject to downward adjustment to the extent of any breach by the holder of such note. The principal amount of the notes are 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.

As of March 31, 2014 and December 31, 2013, $5.3 million and $5.6 million, respectively, remained outstanding on the notes issued to former principals. Accrued but unpaid interest on these notes issued to former principals was approximately $0.2 million and $0.1 million as of March 31, 2014 and December 31, 2013, respectively. 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.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2014 or December 31, 2013.

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies during the three months ended March 31, 2014 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.

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.

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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, 2014 AUM	$	10.9	$	3.1	$	2.2	$	16.2
December 31, 2013 AUM	$	10.5	$	2.9	$	2.3	$	15.7

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, 2013, 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, 2014 was approximately $16.0 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 $0.4 billion for the three months ended March 31, 2014, which would cause an annualized increase or decrease in revenues of approximately $1.6 million for the three months ended March 31, 2014, at a weighted average fee rate for the three months ended March 31, 2014 of 0.40%.

The average value of our assets under management for the year ended December 31, 2013 was approximately $13.5 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 $1.4 billion for the year ended December 31, 2013, which would cause an annualized increase or decrease in revenues of approximately $5.9 million for the year ended December 31, 2013, at a weighted average fee rate for the year ended December 31, 2013 of 0.44%.

Recently Issued Accounting Pronouncements

In June 2013, the FASB issued ASU 2013-08, “Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements.” The ASU modifies the guidance in ASC 946 for determining whether an entity is an investment company, as well as the measurement and disclosure requirements for investment companies. The ASU also clarifies the characteristics of an investment company and requires an investment company to measure non-controlling ownership interests in other investment companies at fair value rather than using the equity method of accounting. The ASU does not change the current accounting where a noninvestment company parent retains the specialized accounting applied by an investment company subsidiary in consolidation. The ASU was effective for us on January 1, 2014. This adoption of this ASU did not have a material effect on our results of operations or financial position.

40

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, 2014 and 2013 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, 2014. 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, 2014.

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, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

41

PART II.

Item 1. Legal Proceedings

In the normal course of business, we may be subject to various legal and administrative proceedings. Currently, there are no such proceedings pending or to our knowledge threatened against us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In February 2014, the Company issued 261,958 Class B units of Silvercrest LP upon the vesting of deferred equity units which resulted in the issuance of a like number of shares of Class B common stock.    The shares of Class B common stock were issued pursuant to the terms of the Certificate of Incorporation of the Company which requires the Company to issue at the par value per share of Class B common stock, one share of Class B common stock for each Class B Unit of Silvercrest LP issued.  The securities issued in the foregoing transactions were issued in reliance upon the exemption from the registration requirement of the Securities Act of 1933 provided for by Section 4(a)(2) thereof for transactions not involving a public offering.    

In February 2014, the Company purchased from a former partner 16,530 shares of Class B common stock at a price equal to the par value thereof in connection with the repurchase of a like number of Class B Units from such former partner at a price of $14.50 per share.

On February 13, 2014, the Company issued 1,893,857 shares of Class A common stock to the estate of G. Moffett Cochran in exchange for 1,893,857 shares of Class B common stock pursuant to an exchange agreement entered into by the Company and its employee-partners. The securities issued in this transaction were issued in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended, provided for by Section 4(a)(2) thereof for transactions not involving a public offering.

Item 6. Exhibits

Exhibit Number	Description
3.1*	Second Amended and Restated Certificate of Incorporation of Silvercrest Asset Management Group Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
3.2*	Bylaws of Silvercrest Asset Management Group Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
4.1*	Specimen Stock Certificate for Shares of Class A Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
4.2*	Exchange Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
4.3*	Resale and Registration Rights Agreement (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
4.4*	2012 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
4.6*	Form of February 2010 Deferred Equity Unit Award Agreement (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
10.1*	Form of Second Amended and Restated Limited Partnership Agreement of Silvercrest L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
10.2*	Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
10.3*	Form of Indemnification Agreement with Directors (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
10.5*	Credit agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed June 25, 2013).

42

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

* Previously filed

** Furnished herewith

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

43

SIGNATURES

Pursuant to the requirements 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.

Silvercrest Asset Management Group Inc.

		By:	/s/ Richard R. Hough III
Date:	May 14, 2014		Richard R. Hough III
			Chief Executive Officer, President and Director
			(Principal Executive Officer)
			/s/ Scott A. Gerard
Date:	May 14, 2014		Scott A. Gerard
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

44

EX-31

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

Chief Executive Officer, President and Director

(Principal Executive Officer)

Date: May 14, 2014

EX-31

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 14, 2014

EX-32

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 Chief Executive Officer, President and Director 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, 2014 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

Chief Executive Officer, President and Director

(Principal Executive Officer)

Date: May 14, 2014

EX-32

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, 2014 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 14, 2014

XML

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended	3 Months Ended							3 Months Ended
	Mar. 31, 2014 Segment Unit	Dec. 31, 2013 Unit	Mar. 31, 2014 Minimum	Mar. 31, 2013 Maximum	Mar. 31, 2014 Leasehold Improvements	Mar. 31, 2014 Other Fixed Assets Minimum	Mar. 31, 2014 Other Fixed Assets Maximum	Mar. 31, 2014 Class A Common Stock	Jun. 26, 2013 Class A Common Stock	Mar. 31, 2014 Class B Common Stock	Mar. 31, 2014 Slp Class B Common Stock
Summary Of Significant Accounting Policies [Line Items]
Ownership percentage in a subsidiary								63.00%	63.00%
Number of operating segment	1
Cash equivalents, maximum maturity period	90 days
Equity method investments, unrealized intercompany profit (loss) not eliminated amount	$ 0
Property, plant and equipment, useful life					10 years	3 years	7 years
Number of reporting unit	1	1
Identifiable finite-lived intangible assets, useful life			3 years	20 years
Common stock voting rights								1 vote per share		1 vote per share
Class of share exchangeable to another class										One share of Class A common stock	One share of Class A common stock

XML

Intangible Assets - Schedule of Future Amortization Related to Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2014 (remainder of)	$ 1,062
2015	1,291
2016	1,236
2017	1,135
2018	1,001
Thereafter	6,504
Total	$ 12,229

XML

Receivables, Net - Summary of Receivables (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Management and advisory fees receivable	$ 2,696	$ 1,973
Unbilled receivables	2,218	3,741
Other receivables	2	30
Receivables	4,916	5,744
Allowance for doubtful receivables	(566)	(339)
Receivables, net	$ 4,350	$ 5,405

XML

Defined Contribution and Deferred Compensation Plans - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Defined Contribution Plan Disclosure [Line Items]
Silvercrest matching contributions towards benefit of employees	$ 16	$ 16
Maximum
Defined Contribution Plan Disclosure [Line Items]
Silvercrest matching contribution percentage	4.00%

XML

Debt - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended			1 Months Ended	3 Months Ended		1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Jun. 24, 2013 City National Bank	Mar. 31, 2014 City National Bank	Dec. 31, 2013 City National Bank	Jun. 24, 2013 City National Bank Delayed Draw Term Loan Installment	Jun. 24, 2013 City National Bank Delayed Draw Term Loan Option One Maximum	Jun. 24, 2013 City National Bank Delayed Draw Term Loan Option One Minimum	Jun. 24, 2013 City National Bank Delayed Draw Term Loan Option Two	Jun. 24, 2013 City National Bank Borrowings Under Revolving Credit Agreement
Schedule Of Maturities Of Long Term Debt [Line Items]
Credit facility, borrowing capacity				$ 15,000			$ 7,500				$ 7,500
Credit facility maturity date							Jun. 24, 2020				Dec. 24, 2016
Credit facility, interest rate description							The higher of the prime rate plus a margin of 0.05 percentage points and 2.5% or the LIBOR rate plus 3 percentage points, at the borrowers’ option
Credit facility, spread on variable rate								0.05%		3.00%
Credit facility, variable interest rate basis								Prime rate		LIBOR
Credit facility, fixed interest rate									2.50%
Credit facility, proceeds from borrowings				7,000
Credit facility, number of installments							20
Credit facility, frequency of installments							Quarterly
Debt covenant, restriction on change in control											30.00%
Borrowings under revolving credit facility	3,000		3,000		3,000	3,000
Interest expense including amortization of deferred financing fees	$ 127	$ 37			$ 37
Interest on principal amount					3.75%

XML

Investments and Fair Value Measurements - Category of Financial Instruments Not Held at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Carrying Amount | Cash
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial Assets	$ 19,040	$ 27,122
Fair Value | Cash
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial Assets	19,040	27,122
Level I | Carrying Amount | Restricted Certificates of Deposit and Escrow
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial Assets	1,022	1,021
Level I | Fair Value | Restricted Certificates of Deposit and Escrow
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial Assets	1,022	1,021
Level II | Carrying Amount | Borrowings Under Revolving Credit Agreement
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial liabilities	3,000	3,000
Level II | Carrying Amount | Notes Payable
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial liabilities	8,198	8,303
Level II | Fair Value | Borrowings Under Revolving Credit Agreement
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial liabilities	3,000	3,000
Level II | Fair Value | Notes Payable
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Financial liabilities	$ 8,198	$ 8,303

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Notes Payable

The following is a summary of notes payable:

	March 31, 2014
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	2,665
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		5,300
Interest payable					233
Total, March 31, 2014				$	8,198

	December 31, 2013
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	2,665
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		5,486
Interest payable					152
Total, December 31, 2013				$	8,303

Summary of Future Principal Amounts Payable

As of March 31, 2014, future principal amounts payable under the fixed and variable rate notes are as follows:

2014 (remainder of)	$	2,433
2015		2,314
2016		1,751
2017		1,467
Total	$	7,965

XML

Debt - Summary of Future Principal Amounts Payable (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Debt Instrument [Line Items]
Future principal amounts payable, 2014 (remainder of)	$ 2,433
Future principal amounts payable, 2015	2,314
Future principal amounts payable, 2016	1,751
Future principal amounts payable, 2017	1,467
Future principal amounts payable, Total	$ 7,965

XML

Soft Dollar Arrangements - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Soft Dollar Arrangements [Abstract]
Soft dollar credits	$ 264	$ 248

XML

Soft Dollar Arrangements

3 Months Ended

Mar. 31, 2014

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, 2014 and 2013, the Company utilized “soft dollar” credits of $264 and $248, respectively.

XML

Furniture, Equipment and Leasehold Improvements, Net - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Property Plant And Equipment Useful Life And Values [Abstract]
Depreciation expense	$ 121	$ 98

XML

Acquisitions - Summary of Final Amounts Allocated to Acquired Assets and Assumed Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Business Acquisition [Line Items]
Goodwill	$ 20,008	$ 20,031	$ 15,891
Ten-Sixty
Business Acquisition [Line Items]
Goodwill	2,345
Total purchase consideration	4,092
Ten-Sixty | Customer Relationships
Business Acquisition [Line Items]
Intangible asset	1,650
Ten-Sixty | Non-compete Agreements
Business Acquisition [Line Items]
Intangible asset	$ 97

XML

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Equity Grants

A summary of these equity grants by the Company as of March 31, 2014 and 2013 during the periods then ended is presented below:

				Deferred Equity Units					Performance Units
	Units			Fair Value per unit					Units			Fair Value per unit
Balance at January 1, 2014		175,298		$	12.00 -	$	17.05			238,371		$	3.75
Granted		—								—			0
Vested		(123,110	)		(12.00) -		(16.81	)		(140,549)			0
Forfeited		—								(851)
Balance at March 31, 2014		52,188		$	12.00 -	$	18.29			96,971		$	3.75
Balance at January 1, 2013		329,757		$		$	10.47			257,795		$	3.27
Granted		—								—
Vested		(133,867	)				(15.30	)		—
Forfeited		—					—			(8,761	)		(4.78	)
Balance at March 31, 2013		195,890		$		$	15.30			249,034		$	4.78

XML

Intangible Assets - Summary of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Finite Lived Intangible Assets [Line Items]
Cost, beginning balance	$ 19,223	$ 17,476	$ 17,476
Cost, ending balance	19,223		19,223
Accumulated amortization, beginning balance	(6,634)	(5,113)	(5,113)
Amortization expense	(360)	(351)	(1,521)
Accumulated amortization, ending balance	(6,994)		(6,634)
Net book value	12,229		12,589
Acquisition of certain assets of Ten-Sixty			1,747
Minimum
Finite Lived Intangible Assets [Line Items]
Useful lives	3 years
Maximum
Finite Lived Intangible Assets [Line Items]
Useful lives		20 years
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Cost, beginning balance	17,560	15,910	15,910
Cost, ending balance	17,560		17,560
Accumulated amortization, beginning balance	(5,410)	(4,238)	(4,238)
Amortization expense	(326)		(1,172)
Accumulated amortization, ending balance	(5,736)		(5,410)
Net book value	11,824		12,150
Acquisition of certain assets of Ten-Sixty			1,650
Customer Relationships | Minimum
Finite Lived Intangible Assets [Line Items]
Useful lives	10 years		10 years
Customer Relationships | Maximum
Finite Lived Intangible Assets [Line Items]
Useful lives	20 years		20 years
Other Intangible Assets
Finite Lived Intangible Assets [Line Items]
Cost, beginning balance	1,663	1,566	1,566
Cost, ending balance	1,663		1,663
Accumulated amortization, beginning balance	(1,224)	(875)	(875)
Amortization expense	(34)		(349)
Accumulated amortization, ending balance	(1,258)		(1,224)
Net book value	405		439
Acquisition of certain assets of Ten-Sixty			$ 97
Other Intangible Assets | Minimum
Finite Lived Intangible Assets [Line Items]
Useful lives	3 years		3 years
Other Intangible Assets | Maximum
Finite Lived Intangible Assets [Line Items]
Useful lives	5 years		5 years

XML

Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Income Taxes Disclosure [Line Items]
Net deferred tax assets	$ 24,670		$ 25,683
Non-current deferred tax asset	24,823
Net Deferred tax liabilities relating to non-controlling interests	59
Current tax expense	442	303
Corporate tax expense	112
Deferred tax expense (benefit)	1,013	26
Provision for income taxes	1,455	329
Income Tax Expense (Benefit), Extraordinary Items	244
Non-controlling Interest
Income Taxes Disclosure [Line Items]
Current tax expense	124
Deferred tax expense (benefit)	2
Provision for income taxes	126
Slp
Income Taxes Disclosure [Line Items]
Non-current deferred tax asset			25,831
Non-current deferred tax liability	42		34
Corporate tax expense	328
Silvercrest Financial Services Inc
Income Taxes Disclosure [Line Items]
Non-current deferred tax liability	111		114
Corporate tax expense	$ 2

XML

Stockholders' Equity - Summary of Authorized and Outstanding Equity (Detail)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Jul. 12, 2013	Dec. 31, 2012
Common shares
Common stock, shares outstanding
Preferred shares
Preferred stock, shares authorized	10,000,000
Preferred stock, shares outstanding
Class A Common Stock
Common shares
Common stock, shares authorized	50,000,000
Common stock, shares outstanding	7,522,974	7,522,974	5,509,297
Common stock voting rights	1 vote per share
Class B Common Stock
Common shares
Common stock, shares authorized	25,000,000
Common stock, shares outstanding	4,710,045	4,464,617
Common stock voting rights	1 vote per share

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Investments and Fair Value Measurements - Category of Financial Instruments Not Held at Fair Value (Parenthetical) (Detail) (Money Market Funds, USD $)	Mar. 31, 2014
Money Market Funds
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Quoted market price	$ 1.00

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

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 its wholly-owned subsidiaries, SLP, SAMG LLC, SFS, MCG, Silvercrest Investors LLC and Silvercrest Investors II LLC as of and for the three months ended March 31, 2014. The condensed consolidated financial statements for the three months ended March 31, 2013 are of the Company’s accounting predecessor, SLP, and its consolidated subsidiaries.  All intercompany transactions and balances have been eliminated.

The Condensed Consolidated Statement of Financial Condition at December 31, 2013 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-month period ended March 31, 2014 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2014 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 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, 2013.

The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those SLP funds in which the general partner or equivalent is presumed to have control over the fund. The initial step in our determination of whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund meets the definition of a variable interest entity (VIE). None of funds for which SLP is the general partner met the definition of a VIE during the three months ended March 31, 2014 and 2013, as the total equity at risk of each fund is sufficient for the fund to finance its activities without additional subordinated financial support provided by any parties, including the equity holders.

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.

As of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013, all of the funds for which SLP was the general partner have substantive “kick-out” rights and therefore neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.

Non-controlling interest

As of March 31, 2014, 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 stockholders’ 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 have similar economic characteristics and have been fully integrated upon acquisition. Furthermore, our chief operating decision maker, which 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, equity based compensation, accounting for income taxes, 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.

Restricted Certificates of Deposit

Certain certificates of deposit held at a major financial institution are restricted and serve as collateral for letters of credit for the Company’s lease obligations as described in Note 10.

Equity Method Investments

Entities and investments over which the Company exercises significant influence over the activities of the entity 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, 2014 and December 31, 2013. 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 which consist of Level I and Level II securities. No impairment charges related to equity method investments were recorded during the three months ended March 31, 2014 or 2013.

Receivables and Due from Silvercrest Funds

Receivables consist primarily of amounts for advisory fees due from clients and management 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 is 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 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.

For acquisitions completed subsequent to January 1, 2009, 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.

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.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which provided new accounting guidance on testing goodwill for impairment. The enhanced guidance 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 guidance was effective for the Company as of January 1, 2012. The Company utilized this option when performing its annual impairment assessment in 2013 and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.

The first step of the two-step process is a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied fair value of the goodwill. If the carrying amount of the goodwill is greater than the implied value, an impairment loss is recognized for the difference. The implied value of the goodwill is determined as of the test date by performing a purchase price allocation, as if the reporting unit had just been acquired, using currently estimated fair values of the individual assets and liabilities of the reporting unit, together with an estimate of the fair value of the reporting unit taken as a whole. The estimate of the fair value of the reporting unit is based upon information available regarding prices of similar groups of assets, or other valuation techniques including present value techniques based upon estimates of future cash flows.

The Company has one reporting unit at March 31, 2014 and December 31, 2013. No goodwill impairment charges were recorded during the three months ended March 31, 2014 and 2013.

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 of the Company 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 re-evaluates 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. Prior to the reorganization and consummation of the IPO, incentive allocations are considered distributions of net income as stipulated by SLP’s Second Amended and Restated Limited Partnership Agreement in effect prior to the reorganization and were recognized in the period in which they were paid. Subsequent to the reorganization and consummation of the IPO, 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

Prior to the reorganization, redeemable partnership units in SLP consisted of units issued to our founders and those purchased by certain of our employees. These capital units entitled the holder to a share of the distributions of SLP. Units were subject to certain redemption features. Upon the termination of employment of the terminated employee, as defined, SLP had a right to call the units. In addition, the terminated employee had a right to put the units to SLP upon termination or death, provided the terminated employee had complied with certain restrictions, as described in SLP’s Second Amended and Restated Limited Partnership Agreement. In accordance with the provisions of SLP’s Second Amended and Restated Limited Partnership Agreement, the put described above expired upon the consummation of the IPO.    

As the units were redeemable at the option of the holder and were not mandatorily redeemable, the redeemable partnership units were classified outside of permanent partner’s capital as of March 31, 2013. The units were adjusted to their redemption value at March 31, 2013 with the increase or decrease in redemption value being charged to excess of liabilities, redeemable partners’ capital and partner’s capital over assets.

Subsequent to the completion of the reorganization and IPO, 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 and (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.

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, 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 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 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. The Company records performance fees and allocations as a component of revenue.

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. Distributions associated with Liability Awards not expected to vest are accounted for as compensation expense in the Condensed Consolidated Statements of Operations.

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 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 recognizes 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 June 2013, the FASB issued ASU 2013-08, “Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements.” The ASU modifies the guidance in ASC 946 for determining whether an entity is an investment company, as well as the measurement and disclosure requirements for investment companies. The ASU also clarifies the characteristics of an investment company and requires an investment company to measure non-controlling ownership interests in other investment companies at fair value rather than using the equity method of accounting. The ASU does not change the current accounting where a noninvestment company parent retains the specialized accounting applied by an investment company subsidiary in consolidation. The ASU was effective for the Company on January 1, 2014. This adoption of this ASU did not have a material effect on the Company’s results of operations or financial position.

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Stockholders' Equity - Summary of Authorized and Outstanding Equity (Parenthetical) (Detail) (USD $)			3 Months Ended				3 Months Ended
	Mar. 31, 2014	Dec. 31, 2012	Mar. 31, 2014 Class A Common Stock	Dec. 31, 2013 Class A Common Stock	Jul. 12, 2013 Class A Common Stock	Dec. 31, 2012 Class A Common Stock	Mar. 31, 2014 Class B Common Stock	Feb. 28, 2014 Class B Common Stock	Dec. 31, 2013 Class B Common Stock	Dec. 31, 2012 Class B Common Stock
Schedule Of Stockholders Equity [Line Items]
Common stock, par value			$ 0.01				$ 0.01	$ 14.50
Preferred stock, par value	$ 0.01
Common stock voting rights			1 vote per share				1 vote per share
Common stockholders rights percentage			100.00%
Class of share exchangeable to another class							One share of Class A common stock
Common stock, shares outstanding			7,522,974	7,522,974	5,509,297		4,710,045		4,464,617
Deferred equity units exercisable							52,188

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Acquisitions - Summary of Final Amounts Allocated to Acquired Assets and Assumed Liabilities (Parenthetical) (Detail) (Ten-Sixty)	3 Months Ended
	Mar. 31, 2014
Customer Relationships
Business Acquisition [Line Items]
Intangible asset life	10 years
Non-compete Agreements
Business Acquisition [Line Items]
Intangible asset life	5 years

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Receivables, Net (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Receivables

The following is a summary of receivables as of March 31, 2014 and December 31, 2013:

	2014			2013
Management and advisory fees receivable	$	2,696		$	1,973
Unbilled receivables		2,218			3,741
Other receivables		2			30
Receivables		4,916			5,744
Allowance for doubtful receivables		(566	)		(339	)
Receivables, net	$	4,350		$	5,405

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Investments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Category of Financial Instruments Not Held at Fair Value

At March 31, 2014 and December 31, 2013, financial instruments that are not held at fair value are categorized in the table below:

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
Financial Assets:
Cash	$	19,040	$	19,040	$	27,122	$	27,122
Restricted Certificates of Deposit and Escrow	$	1,022	$	1,022	$	1,021	$	1,021		Level 1	(1)
Financial liabilities:
Notes Payable	$	8,198	$	8,198	$	8,303	$	8,303		Level 2	(2)
Borrowings Under Revolving Credit Agreement	$	3,000	$	3,000	$	3,000	$	3,000		Level 2	(2)

(i) Restricted certificates of deposit and escrow consists of money market funds that are carried at either cost or amortized cost that approximates fair value due to their short-term maturities. The money market funds are valued through the use of quoted market prices, or $1.00, which is generally the net asset value of the funds.

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

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Debt - Summary of Notes Payable (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Total, Notes payable	$ 8,198	$ 8,303
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	Prime
Variable rate notes issued for redemption of partners' interests, spread	1.00%	1.00%
Principal on fixed rate notes, Amount	2,665	2,665
Variable rate notes issued for redemption of partners' interests, Amount	5,300	5,486
Interest payable	$ 233	$ 152

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Acquisitions - Summary of Pro Forma Information (Detail) (Ten-Sixty, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Ten-Sixty
Business Acquisition [Line Items]
Total Revenue	$ 13,913
Net Income	$ 5,516

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Furniture, Equipment and Leasehold Improvements, Net (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Furniture, Equipment and Leasehold Improvements, Net

The following is a summary of furniture, equipment and leasehold improvements, net as of March 31, 2014 and December 31, 2013:

	2014			2013
Leasehold improvements	$	3,684		$	3,679
Furniture and equipment		3,974			3,672
Artwork		354			345
Total cost		8,012			7,696
Accumulated depreciation and amortization		(5,904	)		(5,783	)
Furniture, equipment and leasehold improvements, net	$	2,108		$	1,913

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2014

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, 2014 and the year ended December 31, 2013:

	2014			2013
Beginning
Gross balance	$	37,446		$	33,306
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance		20,031			15,891
Purchase price adjustments from earnouts		(23	)		1,795
Acquisition of Ten-Sixty		—			2,345
Ending
Gross balance		37,423			37,446
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance	$	20,008		$	20,031

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Organization and Business

3 Months Ended

Mar. 31, 2014

Organization and Business

1. ORGANIZATION AND BUSINESS

Silvercrest Asset Management Group Inc. (“Silvercrest”), together with its consolidated subsidiaries (collectively the “Company”), was formed as a Delaware corporation on July 11, 2011. Silvercrest was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Silvercrest L.P. and its subsidiaries.

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”.

SLP was formed on December 10, 2008 and commenced operations on January 1, 2009.

On March 11, 2004, SLP 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 the LLC interests of MW Commodity Advisors, LLC (“Commodity Advisors”). On March 28, 2013, SLP acquired certain assets of Ten-Sixty Asset Management, LLC (“Ten-Sixty”). See Notes 3, 7 and 8 for additional information related to goodwill and intangible assets arising from these acquisitions.

Reorganization and Initial Public Offering

Pursuant to a reorganization agreement effective on June 26, 2013, Silvercrest became the sole general partner in Silvercrest L.P. and its only material asset is the general partner interest in Silvercrest L.P., represented by 7,522,974 Class A units or approximately 63% of the economic interests of Silvercrest L.P. Effective June 26, 2013, Silvercrest controlled 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.

On July 2, 2013, Silvercrest completed the initial public offering of 4,790,684 of its Class A common shares at $11.00 per share (the “IPO”). Silvercrest’s stock began trading on June 27, 2013 on NASDAQ under the symbol “SAMG”. The net proceeds from the IPO were $47,920, after payment of underwriting discounts and commissions of $3,324 and offering expenses paid by Silvercrest of $1,454.

On July 12, 2013, Silvercrest sold an additional 718,603 shares of its Class A common stock, at a public offering cost of $11.00 per share, pursuant to the exercise in full of the over-allotment option that the Company granted to the underwriters in connection with its initial public offering. The exercise of the over-allotment option resulted in gross proceeds of $7,905 and net proceeds, after expenses, of $7,379, after payment of underwriting discounts of $498 and offering expenses of $28. Following consummation of this issuance of 718,603 shares of Class A Common Stock, Silvercrest had outstanding 5,509,297 shares of Class A common stock.

The Condensed Consolidated Statement of Operations and the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2013 are those of SLP, the Company’s accounting predecessor.

In connection with the IPO and the reorganization of SLP, Silvercrest and SLP entered into a series of transactions in order to reorganize their capital structures and complete the IPO. The reorganization and IPO transactions included, among others, the following:

— Silvercrest GP LLC (“GP LLC”) (SLP’s general partner prior to the reorganization) distributed all of its interests in SLP to its members on a pro rata basis in accordance with each member’s interest in GP LLC;

— SLP completed a unit distribution of 19.64 Class B partnership units for each outstanding and vested limited partnership unit prior to the consummation of the IPO which resulted in 10,000,000 outstanding Class B units;

— GP LLC transferred its rights as general partner of SLP to Silvercrest, which became the sole general partner of SLP, and GP LLC was dissolved thereafter;

— The partnership agreement of SLP was amended, effective as of the consummation of the IPO, to eliminate the call and put rights of SLP and its partners, respectively upon a partner’s death, or, if applicable, termination of employment, which required all limited partner’s units to be classified as temporary equity in SLP’s Consolidated Financial Statements;

— For each Class B unit of SLP, Silvercrest issued one share of Class B common stock to the holders of Class B units of SLP, in exchange for its par value which was funded by SLP;

— Silvercrest entered into a tax receivable agreement with each limited partner of SLP to return 85% of the tax benefits, estimated to be $15,271 as of March 31, 2014, that it receives as a result of its ability to step up its tax basis in the partnership units of SLP that it acquired from partners of SLP;

— A special distribution by SLP of $10,000 was made to its existing partners prior to the consummation of the IPO, of which $7,000 was funded by borrowings under a credit facility with City National Bank; this special distribution, which was paid in July 2013, was treated as an equity transaction;

— A special bonus payment by SLP was made to non-principals of $754 which was paid in July 2013, and was recorded as compensation expense during the quarter ended June 30, 2013;

— Partner incentive distributions earned for the three months ended March 31, 2013 were treated as equity transactions and were accrued in accrued compensation as of March 31, 2013; and

— The purchase of 3,540,684 Class B units from partners of SLP at an offering price of $11.00 per unit, as adjusted for underwriting discounts and commissions of $2,457 and offering expenses of $1,126, resulted in net proceeds of $35,365 to the selling partners. The Class B units acquired by Silvercrest were converted into Class A units of SLP.

Modification of Units of SLP

As part of the reorganization, the limited partner units of SLP were modified.

The Class B units (previously limited partnership units) of SLP, which are held by employee-partners, were modified to eliminate a cash redemption feature. Prior to the reorganization, the terms of the limited partnership units included call and put rights to redeem the units from a holder whose employment by SLP had been terminated. As a result of the redemption feature, SLP was required to account for the limited partnership units held by employee-partners as temporary equity. At the time of the reorganization and as a result of the elimination of the redemption feature, SLP reclassified the redeemable equity of its limited partners to permanent equity. Any deferred equity units that were unvested at the time of the reorganization will continue to be reflected as share-based payment awards and will be expensed as compensation over the remaining vesting period (see Note 16, “Equity-based Compensation”).

Tax Receivable Agreement

In connection with the IPO and reorganization of SLP, Silvercrest entered into a tax receivable agreement (the “TRA”) with the partners of SLP that will require 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 is 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. This will be Silvercrest’s obligation and not the obligation of SLP. 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 its 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 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 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 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 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 Internal Revenue Service 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.

IPO and Use of Proceeds

The net proceeds from the IPO were $47,920. Silvercrest used a portion of the IPO net proceeds to purchase 3,540,684 Class B units of SLP from certain of its partners for $35,365.

The net proceeds from the underwriters’ exercise in full of the over-allotment option that the Company granted to the underwriters in connection with its initial public offering were $7,379.

Silvercrest intends to use the remaining proceeds from the IPO and underwriters’ over-allotment option for general corporate purposes.

Earnings per share and unit

In connection with the reorganization of SLP and the IPO, SLP completed a unit distribution of 19.64 units for each unit outstanding as of the date of the consummation of the IPO.

Weighted average units outstanding for the three months ended 2013 reflect the effect of the unit distribution as if it had occurred as of March 31, 2013.

Diluted weighted average units outstanding for the three months ended March 31, 2013 includes 237,089 performance units which are conditionally issuable units that would be issuable if March 31, 2013 was the end of the contingency period.

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Intangible Assets

The following is a summary of intangible assets as of March 31, 2014 and December 31, 2013:

	Customer Relationships			Other Intangible Assets			Total
Cost
Balance, January 1, 2014	$	17,560		$	1,663		$	19,223
Balance, March 31, 2014		17,560			1,663			19,223
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2014		(5,410	)		(1,224	)		(6,634	)
Amortization expense		(326	)		(34	)		(360	)
Balance, March 31, 2014		(5,736	)		(1,258	)		(6,994	)
Net book value	$	11,824		$	405		$	12,229
Cost
Balance, January 1, 2013	$	15,910		$	1,566		$	17,476
Acquisition of certain assets of Ten-Sixty		1,650			97			1,747
Balance, December 31, 2013		17,560			1,663			19,223
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2013		(4,238	)		(875	)		(5,113	)
Amortization expense		(1,172	)		(349	)		(1,521	)
Balance, December 31, 2013		(5,410	)		(1,224	)		(6,634	)
Net Book Value	$	12,150		$	439		$	12,589

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:

2014 (remainder of)	$	1,062
2015		1,291
2016		1,236
2017		1,135
2018		1,001
Thereafter		6,504
Total	$	12,229

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Acquisitions - Additional Information (Detail) (USD $)			12 Months Ended			1 Months Ended	3 Months Ended	1 Months Ended
	Mar. 31, 2014 Milbank	Dec. 31, 2013 Milbank	Dec. 31, 2013 Ten-Sixty	Mar. 31, 2014 Ten-Sixty	Mar. 28, 2013 Ten-Sixty	Apr. 30, 2013 Ten-Sixty Promissory Note	Mar. 31, 2014 Ten-Sixty Promissory Note Installment	Dec. 31, 2013 Ten-Sixty Scenario, Forecast Promissory Note
Business Acquisition [Line Items]
Fair value adjustments on acquired assets	$ 0	$ 148,000
Liability for contingent consideration	1,295,000	1,295,000
Acquisition of assets					1,900,000,000
Cash consideration under Asset Purchase Agreement					2,500,000
Promissory note issued					1,479,000
Number of installments							2
Installment amount payable						218,000		218,000
Quarterly installments from June 30, 2014 through March 31, 2017							87,000
Interest on principal amount							5.00%
Costs related to acquisition			51,000
Fair value of assets acquired				$ 0

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Intangible Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Amortization expenses of intangible assets	$ 360	$ 351	$ 1,521

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Condensed Consolidated Statements of Financial Condition (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Assets
Cash and cash equivalents	$ 19,040	$ 27,122
Restricted certificates of deposit and escrow	1,022	1,021
Investments	100	103
Receivables, net	4,350	5,405
Due from Silvercrest Funds	2,189	2,653
Furniture, equipment and leasehold improvements, net	2,108	1,913
Goodwill	20,008	20,031
Intangible assets, net	12,229	12,589
Deferred tax asset—tax receivable agreement	24,496	25,022
Prepaid expenses and other assets	1,497	4,868
Total assets	87,039	100,727
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	3,613	6,587
Accrued compensation	5,131	17,424
Notes payable	8,198	8,303
Borrowings under revolving credit facility	3,000	3,000
Deferred rent	1,628	1,742
Deferred tax and other liabilities	15,786	15,506
Total liabilities	37,356	52,562
Commitments and Contingencies (Note 10)
Stockholders’ Equity
Preferred Stock, par value $0.01, 10,000,000 shares authorized; none issued and outstanding, as of March 31, 2014 and December 31, 2013
Additional Paid-In Capital	39,003	39,003
Retained earnings	2,140	2,099
Total stockholders’ equity	41,265	41,222
Non-controlling interests	8,418	6,943
Total equity	49,683	48,165
Total liabilities and stockholders’ equity	87,039	100,727
Class A Common Stock
Stockholders’ Equity
Common stock, value	75	75
Total equity	75	75
Class B Common Stock
Stockholders’ Equity
Common stock, value	47	45
Total equity	$ 47	$ 45

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Investments and Fair Value Measurements - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Investments	$ 100	$ 103
Maximum financial interest in affiliated investment funds	2.00%

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Condensed Consolidated Statements of Changes in Stockholders' Equity/Partners' Deficit (Parenthetical) (Class A Common Stock, USD $)	3 Months Ended
	Mar. 31, 2014
Class A Common Stock
Common stock dividends, per share	$ 0.12

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Commitments and Contingencies - Summary of Future Minimum Lease Payments and Rentals under Lease Agreements (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Minimum Lease Commitments
Commitments And Contingencies [Line Items]
Remainder of 2014	$ 2,786
2015	3,693
2016	3,646
2017	2,838
2018	60
Thereafter	36
Total	13,059
Non-cancellable Subleases
Commitments And Contingencies [Line Items]
Remainder of 2014	(316)
2015	(426)
2016	(426)
2017	(328)
Total	(1,496)
Minimum Net Rentals
Commitments And Contingencies [Line Items]
Remainder of 2014	2,470
2015	3,267
2016	3,220
2017	2,510
2018	60
Thereafter	36
Total	$ 11,563

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Authorized and Outstanding Equity

Silvercrest has the following authorized and outstanding equity:

	Shares at March 31, 2014
	Authorized		Outstanding		Voting Rights	Economic Rights
Common shares
Class A, par value $0.01 per share		50,000,000		7,522,974	1 vote per share (1)	All (1)
Class B, par value $0.01 per share		25,000,000		4,710,045	1 vote per share (2),(3)	None (2), (3)
Preferred shares
Preferred stock, par value $0.01 per share		10,000,000		—	See footnote (4) below	See footnote (4) below

· 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.

· Each share of Class B common stock is entitled to one vote per share.

· 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 4,710,045 Class B units, which represents the right to receive their proportionate share of the distributions made by SLP, and 52,188 deferred equity units exercisable for Class B units of SLP, which represents the right to receive additional proportions of the distributions made by SLP. The 52,188 deferred equity 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 deferred equity units have not been issued and are not deemed outstanding, the holders of deferred equity 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 deferred equity units of SLP until such time that the underlying Class B units are issued.

· 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 Class B Common Stock Outstanding

Class B Common Stock

	Transaction	# of
	Date	Shares
Class B common stock outstanding - January 1, 2014		4,464,617
Class B common stock repurchased and cancelled	February 2014	(16,530	)
Class B common stock issued upon vesting of deferred equity units	February 2014	261,958
Class B common shares outstanding - March 31, 2014		4,710,045

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Notes Receivable from Partners - Schedule of Notes Receivable from Partners (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Repayment of notes	$ (629)
Partners
Accounts Notes And Loans Receivable [Line Items]
Beginning balance	3,052	3,410
Repayment of notes	(629)	(887)
Interest accrued and capitalized on notes receivable	19	74
New notes receivable issued to partners		455
Ending balance	$ 2,442	$ 3,052

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Redeemable Partnership Units

3 Months Ended

Mar. 31, 2014

Redeemable Partnership Units

15. REDEEMABLE PARTNERSHIP UNITS

Before the reorganization and consummation of our IPO, upon the termination of employment, SLP had a right to call the terminated employee’s partnership units. In addition, the terminated employee also had a right to put the partnership units back to SLP upon termination or death, provided the terminated employee had complied with certain restrictions as described in SLP’s partnership agreement. With respect to the two founders of SLP, their estate, heirs or other permitted related parties could not require SLP to redeem their units prior to April 1, 2013. In accordance with the provisions of SLP’s Second Amended and Restated Limited Partnership Agreement, the put described above expired upon the consummation of the Company’s reorganization.  

Subsequent to the completion of the Company’s initial public offering, 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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Notes Receivable from Partners (Tables)

3 Months Ended

Mar. 31, 2014

Schedule of Notes Receivable from Partners

Notes receivable from partners are as follows for the three months ended March 31, 214 and the year ended December 31, 2013:

	March 31, 2014			December 31, 2013
Beginning balance	$	3,052		$	3,410
Repayment of notes		(629	)		(887	)
Interest accrued and capitalized on notes receivable		19			74
New notes receivable issued to partners		—			455
Ending balance	$	2,442		$	3,052

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Defined Contribution and Deferred Compensation Plans

3 Months Ended

Mar. 31, 2014

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, 2014 and 2013, Silvercrest made matching contributions of $16 and $16, respectively, for the benefit of employees.

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Equity-Based Compensation - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended				3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014 2012 Equity Incentive Plan	Dec. 31, 2013 2012 Equity Incentive Plan	Nov. 02, 2012 2012 Equity Incentive Plan	Mar. 31, 2014 Performance Units	Mar. 31, 2013 Performance Units	Mar. 31, 2014 Deferred Equity Units	Mar. 31, 2013 Deferred Equity Units
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	$ 514	$ 620					$ 42	$ 54
Cash distributions on awards	1	7
Vested awards settled in cash									30	261
Unrecognized compensation expense related to unvested awards	$ 754		$ 906
Recognition period of unrecognized compensation expense related to unvested awards	11 months 5 days		1 year 1 month 28 days
Distribution of partnership units for each limited partnership unit prior to the consummation of the IPO	19.64
Estimated percentage of awards to be forfeited	10.00%
Estimated service period	4 years
Shares reserved for issuance				1,670,960	1,670,960
Shares reserved for issuance, authorized						1,687,500

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows From Operating Activities
Net income	$ 2,241	$ 5,464
Adjustments to reconcile net income to net cash provided by operating activities:
Equity-based compensation	514	359
Depreciation and amortization	481	449
Deferred rent	(114)	(108)
Provision for doubtful accounts	227
Deferred income taxes	1,013	44
Non-cash interest on notes receivable from partners	(19)	(25)
Distributions received from investment funds	3	1,900
Other	2	(4)
Cash flows due to changes in operating assets and liabilities:
Receivables and due from Silvercrest Funds	1,293	770
Prepaid expenses and other assets	2,889	(545)
Accounts payable and accrued expenses	(1,274)	237
Accrued compensation	(11,648)	(1,098)
Other liabilities		(95)
Interest payable on notes payable	89	36
Net cash (used in) provided by operating activities	(4,303)	7,384
Cash Flows From Investing Activities
Restricted certificates of deposit and escrow	(1)	(255)
Acquisition of furniture, equipment and leasehold improvements	(27)	(27)
Earn-outs paid related to acquisitions completed before January 1, 2009	(1,679)
Acquisition of Ten-Sixty Asset Management, LLC		(2,500)
Net cash used in investing activities	(1,707)	(2,782)
Cash Flows From Financing Activities
Redemptions of partners’ interests	(240)	(261)
Repayments of notes payable	(194)	(480)
Payments on capital leases	(15)
Distributions to partners	(1,349)	(13,669)
Dividends paid on Class A common stock	(903)
Payments from partners on notes receivable	629	720
Net cash used in financing activities	(2,072)	(13,690)
Net decrease in cash and cash equivalents	(8,082)	(9,088)
Cash and cash equivalents, beginning of period	27,122	13,443
Cash and cash equivalents, end of period	19,040	4,355
Net cash paid during the period for:
Income taxes	1,707	260
Interest	35	27
Supplemental Disclosures of Non-cash Financing and Investing Activities
Recognition of deferred tax assets as a result of IPO	11
Asset acquired under capital lease	289
Ten-Sixty
Supplemental Disclosures of Non-cash Financing and Investing Activities
Issuance of notes payable for acquisition of Ten-Sixty Asset Management, LLC		$ 1,479

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Condensed Consolidated Statements of Financial Condition (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Class A Common Stock	Mar. 31, 2014 Class B Common Stock
Preferred stock, par value	$ 0.01
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value			$ 0.01	$ 0.01
Common stock, shares authorized			50,000,000	25,000,000
Common stock, shares issued			7,522,974	4,710,045
Common stock, shares outstanding			7,522,974	4,710,045

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

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, 2014 and 2013 amounted to $902 and $901, respectively. The Company received sub-lease income from subtenants during the three months ended March 31, 2014 and 2013 of $102 and $284, respectively. Therefore, for the three months ended March 31, 2014 and 2013, net rent expense amounted to $800 and $617, 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 $2,023 that were reduced to $1,013 on August 31, 2010 and can be further reduced to $506 on August 31, 2014. The letter of credit is collateralized by a certificate of deposit in an equal amount.

In March 2014, the Company entered into a lease agreement for additional office space.  The lease commences on May 1, 2014 and expires July 31, 2019. The lease is subject to escalation clauses and provides for a rent-free period of 3 months.  Monthly rent expense will be $5.  The Company paid a refundable security deposit of $3. Future minimum lease payments and rentals under lease agreements which expire through 2019 are as follows:

	Minimum Lease Commitments		Non-cancellable Subleases			Minimum Net Rentals
Remainder of 2014	$	2,786	$	(316	)	$	2,470
2015		3,693		(426	)		3,267
2016		3,646		(426	)		3,220
2017		2,838		(328	)		2,510
2018		60		—			60
Thereafter		36		—			36
Total	$	13,059	$	(1,496	)	$	11,563

The Company has capital leases for certain office equipment. The Company entered into a new capital lease agreement for a telephone system during the three months ended March 31, 2014.  The amount financed was $289 and the lease has a term of 5 years, which began on March 1, 2014.   Monthly minimum lease payments are $5, and continue through November 30, 2018.   The aggregate principal balance of capital leases was $294 and $19 as of March 31, 2014 and December 31, 2013, respectively and is included in other liabilities in the Condensed Consolidated Statements of Financial Condition.

Contingent Consideration

In connection with its acquisition of MCG in October 2008, SLP entered into a contingent consideration agreement whereby the former members of MCG were entitled to contingent consideration equal to 22% of adjusted annual EBITDA in addition to any performance fee payments for each of the five years subsequent to the date of acquisition. As the acquisition was completed prior to January 1, 2009, contingent consideration is recognized when the contingency is resolved pursuant to the authoritative guidance on business combinations in effect at the date of the closing of the acquisition. The contingent consideration related to the MCG acquisition is recorded on the date when the contingency is resolved. Contingent consideration payments of $1,679 (which was accrued as of December 31, 2013) and $0 were made during the three months ended March 31, 2014 and 2013, respectively, related to MCG and are reflected in investing activities in the Condensed Consolidated Statements of Cash Flows.

Quarterly contingent payments related to the Commodity Advisors acquisition were accrued when the contingency was resolved. The total accrual for these payments for the three months ended March 31, 2014 and 2013 was $0 and $99, respectively, which was recorded as compensation expense in the Condensed Consolidated Statements of Operations.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 12, 2014 Class A Common Stock	May 12, 2014 Class B Common Stock
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
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	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		7,522,974	4,710,045

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Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Stockholders' Equity

11. STOCKHOLDERS’ EQUITY

Prior to the reorganization described in Note 1, Silvercrest was a private company. 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. Prior to the reorganization, all distributions were treated as equity transactions and recorded in the financial statements on the payment date. Partnership distributions totaled $1,349 and $13,669 for the three months ended March 31, 2014 and 2013, respectively. Distributions paid or accrued prior to June 30, 2013 are included in partners’ capital and excess of liabilities, redeemable partners’ capital and partners’ capital over assets, respectively, in the Condensed Consolidated Statements of Changes in Stockholders’ Equity/Partners’ Deficit. Distributions accrued and paid subsequent to June 30, 2013 are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition as of March 31, 2014.

SLP distributed $10,000 to its existing partners prior to the consummation of the IPO.

Prior to the reorganization and pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, as amended and restated, partner incentive allocations were 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, 2014 and 2013 amounted to $14,181 and $12,104, respectively, and are included in non-controlling interests as of March 31, 2014 and in excess of liabilities, redeemable partners’ capital and partners’ capital over assets as of March 31, 2013 in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Stockholders’ Equity/Partners’ Deficit for the three months ended March 31, 2013, respectively. As part of the reorganization, partner incentive distributions for the six months ended June 30, 2013 were treated as an equity transaction and accrued and recorded in accrued compensation in the Condensed Consolidated Statements of Financial Condition. Subsequent to the consummation of the IPO, Silvercrest treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned. During the three months ended March 31, 2014, SLP accrued partner incentive allocations of $4,114, which is included in accrued compensation in the Condensed Consolidated Statements of Financial Condition.

The pre-IPO partners of SLP received Silvercrest shares in connection with the reorganization and IPO, as described below.

Silvercrest—Stockholders’ Equity

As described in Note 1, Silvercrest’s equity structure was modified in connection with the IPO-related reorganization.

Silvercrest has the following authorized and outstanding equity:

	Shares at March 31, 2014
	Authorized		Outstanding		Voting Rights	Economic Rights
Common shares
Class A, par value $0.01 per share		50,000,000		7,522,974	1 vote per share (1)	All (1)
Class B, par value $0.01 per share		25,000,000		4,710,045	1 vote per share (2),(3)	None (2), (3)
Preferred shares
Preferred stock, par value $0.01 per share		10,000,000		—	See footnote (4) below	See footnote (4) 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) Each share of Class B common stock is entitled to one vote per share.

(3) 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 4,710,045 Class B units, which represents the right to receive their proportionate share of the distributions made by SLP, and 52,188 deferred equity units exercisable for Class B units of SLP, which represents the right to receive additional proportions of the distributions made by SLP. The 52,188 deferred equity 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 deferred equity units have not been issued and are not deemed outstanding, the holders of deferred equity 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 deferred equity units of SLP until such time that the underlying Class B units are issued.

(4) 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.

In connection with the reorganization and IPO described in Note 1, “Reorganization and Initial Public Offering”, Silvercrest issued the following shares on the date of the reorganization:

Class A Common Stock

Silvercrest issued 4,790,684 shares of Class A common stock in the IPO. Each Class B unit of SLP acquired by the Company with proceeds from the IPO immediately converted to a Class A unit. Class A units have the same rights as Class B units. During July 2013, the Company issued 718,603 shares of Class A common stock pursuant to the underwriters’ exercise in full of the over-allotment option that the Company granted to the underwriters in connection with its IPO. During November 2013, 2,013,677 shares of Class B common stock automatically converted to Class A common stock upon the death of the Company’s former Chief Executive Officer.

Class B Common Stock

	Transaction	# of
	Date	Shares
Class B common stock outstanding - January 1, 2014		4,464,617
Class B common stock repurchased and cancelled	February 2014	(16,530	)
Class B common stock issued upon vesting of deferred equity units	February 2014	261,958
Class B common shares outstanding - March 31, 2014		4,710,045

In February 2014, the Company purchased from a former partner 16,530 shares of Class B common stock at a price equal to the par value thereof in connection with the repurchase of a like number of Class B Units from such former partner at a price of $14.50 per share.

In February 2014, the Company issued 261,958 shares of Class B common stock upon the vesting of deferred equity units which resulted in the issuance of a like number of Class B units of Silvercrest LP. The shares of Class B common stock were issued pursuant to the terms of the Certificate of Incorporation of the Company which requires the Company to issue at the par value per share of Class B common stock, one share of Class B common stock for each Class B Unit of Silvercrest LP issued.    

The total amount of shares of Class B common stock outstanding and held by employee-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, subject to the holder’s agreement to be bound by the terms of a stockholders’ agreement amongst the Class B stockholders of the Company. 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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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenue
Management and advisory fees	$ 15,583	$ 12,457
Performance fees and allocations		3
Family office services	1,137	1,225
Total revenue	16,720	13,685
Expenses
Compensation and benefits	9,711	5,201
General and administrative	3,214	2,710
Total expenses	12,925	7,911
Income before other (expense) income, net	3,795	5,774
Other (expense) income, net
Other income, net	8	29
Interest income	20	27
Interest expense	(127)	(37)
Total other (expense) income, net	(99)	19
Income before provision for income taxes	3,696	5,793
Provision for income taxes	1,455	329
Net income	2,241	5,464
Less: net income attributable to non-controlling interests	(1,297)
Net income attributable to Silvercrest	$ 944
Net income per share/unit:
Basic	$ 0.13	$ 0.53
Diluted	$ 0.13	$ 0.52
Weighted average shares/units outstanding:
Basic	7,522,974	10,339,456
Diluted	7,522,974	10,576,545

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Receivables, Net

3 Months Ended

Mar. 31, 2014

Receivables, Net

5. RECEIVABLES, NET

The following is a summary of receivables as of March 31, 2014 and December 31, 2013:

	2014			2013
Management and advisory fees receivable	$	2,696		$	1,973
Unbilled receivables		2,218			3,741
Other receivables		2			30
Receivables		4,916			5,744
Allowance for doubtful receivables		(566	)		(339	)
Receivables, net	$	4,350		$	5,405

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Investments and Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Investments and Fair Value Measurements

4.INVESTMENTS AND FAIR VALUE MEASUREMENTS

Investments include $100 and $103 as of March 31, 2014 and December 31, 2013, respectively, representing the Company’s equity method investments in affiliated investment funds which have been established and managed by the Company and its affiliates. The Company’s financial interest in these funds can range up to 2%. Despite the Company’s insignificant financial interest, the Company 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, 2014 and 2013, 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 2008.

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 identic al 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, 2014 and December 31, 2013, the Company did not have any financial assets or liabilities that are recorded at fair value on a recurring basis.

At March 31, 2014 and December 31, 2013, financial instruments that are not held at fair value are categorized in the table below:

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
Financial Assets:
Cash	$	19,040	$	19,040	$	27,122	$	27,122
Restricted Certificates of Deposit and Escrow	$	1,022	$	1,022	$	1,021	$	1,021		Level 1	(1)
Financial liabilities:
Notes Payable	$	8,198	$	8,198	$	8,303	$	8,303		Level 2	(2)
Borrowings Under Revolving Credit Agreement	$	3,000	$	3,000	$	3,000	$	3,000		Level 2	(2)

(1) Restricted certificates of deposit and escrow consists of money market funds that are carried at either cost or amortized cost that approximates fair value due to their short-term maturities. The money market funds are valued through the use of quoted market prices, or $1.00, which is generally the net asset value of the funds.

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

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Equity-Based Compensation

3 Months Ended

Mar. 31, 2014

Equity-Based Compensation

16. EQUITY-BASED COMPENSATION

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 after the consummation of our IPO and excess of liabilities, redeemable partners’ capital and partners’ capital over assets prior to our IPO. 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 Company utilized both discounted cash flow and guideline company valuation methods to determine the grant date fair value of the Deferred Equity Units. 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.

Prior to our IPO, all Deferred Equity Units were considered to be liability awards and were adjusted to fair value at the end of each reporting period. After the consummation of our IPO, 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, 2014 and 2013, the Company recorded compensation expense related to such units of $514 and $620, respectively, of which $42 and $54, respectively, relates to the Performance Units given that there is an explicit service period associated with the Deferred Equity Units, and the likelihood that the performance target will be met is considered probable. Distributions include cash distributions paid on liability awards. Cash distributions paid on awards expected to be forfeited were $1 and $7 for the three months ended March 31, 2014 and 2013, respectively, and are part of total compensation expense for the three months then ended. During the three months ended March 31, 2014 and 2013, $30 and $261, respectively, of vested Deferred Equity Units were settled in cash. As of March 31, 2014 and December 31, 2013, there was $754 and $906, respectively, of estimated unrecognized compensation expense related to unvested awards. As of March 31, 2014 and December 31, 2013, the unrecognized compensation expense related to unvested awards is expected to be recognized over a period of 0.93 and 1.16 years, respectively. The unit and per unit amounts below have been converted in connection with the reorganization of SLP, whereby, SLP completed a unit distribution of 19.64 units for each unit outstanding (excluding deferred equity units) as of the date of the consummation of the IPO.

A summary of these equity grants by the Company as of March 31, 2014 and 2013 during the periods then ended is presented below:

				Deferred Equity Units					Performance Units
	Units			Fair Value per unit					Units			Fair Value per unit
Balance at January 1, 2014		175,298		$	12.00 -	$	17.05			238,371		$	3.75
Granted		—								—			0
Vested		(123,110	)		(12.00) -		(16.81	)		(140,549)			0
Forfeited		—								(851)
Balance at March 31, 2014		52,188		$	12.00 -	$	18.29			96,971		$	3.75
Balance at January 1, 2013		329,757		$		$	10.47			257,795		$	3.27
Granted		—								—
Vested		(133,867	)				(15.30	)		—
Forfeited		—					—			(8,761	)		(4.78	)
Balance at March 31, 2013		195,890		$		$	15.30			249,034		$	4.78

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

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, 2014 and December 31, 2013, 1,670,960 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 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 the award 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.

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Notes Receivable from Partners

3 Months Ended

Mar. 31, 2014

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 subsequent to the reorganization and IPO.

Notes receivable from partners are as follows for the three months ended March 31, 214 and the year ended December 31, 2013:

	March 31, 2014			December 31, 2013
Beginning balance	$	3,052		$	3,410
Repayment of notes		(629	)		(887	)
Interest accrued and capitalized on notes receivable		19			74
New notes receivable issued to partners		—			455
Ending balance	$	2,442		$	3,052

Full recourse and limited recourse notes receivable from partners as of March 31, 2014 and December 31, 2013 are $1,052 and $1,671 and $1,391 and $1,381, respectively. There is no allowance for credit losses on notes receivable from partners as of March 31, 2014 and December 31, 2013.

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Intangible Assets

3 Months Ended

Mar. 31, 2014

Intangible Assets

8. INTANGIBLE ASSETS

The following is a summary of intangible assets as of March 31, 2014 and December 31, 2013:

	Customer Relationships			Other Intangible Assets			Total
Cost
Balance, January 1, 2014	$	17,560		$	1,663		$	19,223
Balance, March 31, 2014		17,560			1,663			19,223
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2014		(5,410	)		(1,224	)		(6,634	)
Amortization expense		(326	)		(34	)		(360	)
Balance, March 31, 2014		(5,736	)		(1,258	)		(6,994	)
Net book value	$	11,824		$	405		$	12,229
Cost
Balance, January 1, 2013	$	15,910		$	1,566		$	17,476
Acquisition of certain assets of Ten-Sixty		1,650			97			1,747
Balance, December 31, 2013		17,560			1,663			19,223
Useful lives		10-20 years			3-5 years
Accumulated amortization
Balance, January 1, 2013		(4,238	)		(875	)		(5,113	)
Amortization expense		(1,172	)		(349	)		(1,521	)
Balance, December 31, 2013		(5,410	)		(1,224	)		(6,634	)
Net Book Value	$	12,150		$	439		$	12,589

Amortization expense related to the intangible assets was $360 and $351 for the three months ended March 31, 2014 and 2013, 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:

2014 (remainder of)	$	1,062
2015		1,291
2016		1,236
2017		1,135
2018		1,001
Thereafter		6,504
Total	$	12,229

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Stockholders' Equity - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		0 Months Ended			1 Months Ended		3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Jul. 12, 2013 Class A Common Stock	Jul. 02, 2013 Class A Common Stock	Mar. 31, 2014 Class A Common Stock	Feb. 28, 2014 Class B Common Stock	Nov. 30, 2013 Class B Common Stock	Mar. 31, 2014 Class B Common Stock
Class Of Stock [Line Items]
Partnership distributions, amount	$ 1,349	$ 13,669
Amount distributed to existing partners	10,000
Distributions of partner incentive allocations of net income	14,181	12,104
Accrued partner incentive allocations	$ 4,114
Issuance of Class A shares in IPO, Shares			718,603	4,790,684		261,958		261,958
Conversion of Class B common stock to Class A common stock							2,013,677
Common stock repurchased and cancelled						16,530		16,530
Common stock, par value					$ 0.01	$ 14.50		$ 0.01

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Furniture, Equipment and Leasehold Improvements, Net

3 Months Ended

Mar. 31, 2014

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, 2014 and December 31, 2013:

	2014			2013
Leasehold improvements	$	3,684		$	3,679
Furniture and equipment		3,974			3,672
Artwork		354			345
Total cost		8,012			7,696
Accumulated depreciation and amortization		(5,904	)		(5,783	)
Furniture, equipment and leasehold improvements, net	$	2,108		$	1,913

Depreciation expense for the three months ended March 31, 2014 and 2013 was $121 and $98, respectively.

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Goodwill

3 Months Ended

Mar. 31, 2014

Goodwill

7. GOODWILL

The following is a summary of the changes to the carrying amount of goodwill for the three months ended March 31, 2014 and the year ended December 31, 2013:

	2014			2013
Beginning
Gross balance	$	37,446		$	33,306
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance		20,031			15,891
Purchase price adjustments from earnouts		(23	)		1,795
Acquisition of Ten-Sixty		—			2,345
Ending
Gross balance		37,423			37,446
Accumulated impairment losses		(17,415	)		(17,415	)
Net balance	$	20,008		$	20,031

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Debt

3 Months Ended

Mar. 31, 2014

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 under the credit facility. 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 matures on December 24, 2016. 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, 2014 and December 31, 2013, 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 will be payable in 20 equal quarterly installments. Borrowings under the term loan after June 24, 2015 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 the total voting securities of Silvercrest.

As of March 31, 2014 and December 31, 2013, $3,000 of principal was outstanding under the revolving credit loan.

The interest rate on the revolving credit loan as of March 31, 2014 was 3.75%.  Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit and term loans was $37 for the three months ended March 31, 2014.

Notes Payable

The following is a summary of notes payable:

	March 31, 2014
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	2,665
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		5,300
Interest payable					233
Total, March 31, 2014				$	8,198

	December 31, 2013
	Interest Rate			Amount
Principal on fixed rate notes		5.0	%	$	2,665
Variable rate notes issued for redemption of partners’ interests (see Note 15)		Prime plus 1	%		5,486
Interest payable					152
Total, December 31, 2013				$	8,303

The carrying value of notes payable approximates fair value. The variable rate notes are based on a multiple of the U.S. Prime Rate.

As of March 31, 2014, future principal amounts payable under the fixed and variable rate notes are as follows:

2014 (remainder of)	$	2,433
2015		2,314
2016		1,751
2017		1,467
Total	$	7,965

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Notes Receivable from Partners - Additional Information (Detail) (Partners, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2014 Limited Recourse	Dec. 31, 2013 Limited Recourse	Aug. 31, 2009 Limited Recourse	Jan. 31, 2008 Limited Recourse	Mar. 31, 2014 Full Recourse	Dec. 31, 2013 Full Recourse
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
Interest rates of promissory notes						2.77%	3.53%
Notes receivable from partners	$ 2,442	$ 3,052	$ 3,410	$ 1,671	$ 1,381			$ 1,052	$ 1,391

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Related Party Transactions - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Related Party Transaction [Line Items]
Due from Silvercrest Funds	$ 2,189		$ 2,653
Affiliated Entity
Related Party Transaction [Line Items]
Income from management fees	2,194	2,180
Income from performance fees and allocations	0	3
Due from Silvercrest Funds	2,189		2,653
Income from advisory fees	126	103
Receivable from partners	$ 81		$ 78
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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Stockholders' Equity - Class B Common Stock (Detail)	1 Months Ended	3 Months Ended
	Feb. 28, 2014	Mar. 31, 2014	Dec. 31, 2012
Class Of Stock [Line Items]
Balance, Shares
Balance, Shares
Class B Common Stock
Class Of Stock [Line Items]
Balance, Shares		4,464,617
Common stock repurchased and cancelled	(16,530)	(16,530)
Common stock issued upon vesting of deferred equity units	261,958	261,958
Balance, Shares		4,710,045
Stock repurchased and cancelled , transaction date		Feb. 01, 2014
Stock issued upon vesting of deferred equity units, transaction date		Feb. 01, 2014

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Future Minimum Lease Payments and Rentals under Lease Agreements

In March 2014, the Company entered into a lease agreement for additional office space.  The lease commences on May 1, 2014 and expires July 31, 2019. The lease is subject to escalation clauses and provides for a rent-free period of 3 months.  Monthly rent expense will be $5.  The Company paid a refundable security deposit of $3. Future minimum lease payments and rentals under lease agreements which expire through 2019 are as follows:

	Minimum Lease Commitments		Non-cancellable Subleases			Minimum Net Rentals
Remainder of 2014	$	2,786	$	(316	)	$	2,470
2015		3,693		(426	)		3,267
2016		3,646		(426	)		3,220
2017		2,838		(328	)		2,510
2018		60		—			60
Thereafter		36		—			36
Total	$	13,059	$	(1,496	)	$	11,563

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Goodwill - Summary of Changes to Carrying Amount of Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Beginning, Gross balance	$ 37,446	$ 33,306
Beginning, Accumulated impairment losses	(17,415)	(17,415)
Beginning, Net balance	20,031	15,891
Purchase price adjustments from earnouts	(23)	1,795
Ending, Gross balance	37,423	37,446
Ending, Accumulated impairment losses	(17,415)	(17,415)
Ending, Net balance	20,008	20,031
Ten-Sixty
Goodwill [Line Items]
Goodwill, Acquisition		2,345
Ending, Net balance	$ 2,345

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Taxes

14. INCOME TAXES

As of March 31, 2014, the Company had net deferred tax assets of $24,670, which is recorded as a non-current deferred tax asset of $24,823 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 non-current deferred tax liability of $42 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 non-current deferred tax liability of $111 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, 2014, $59 of the net deferred tax liabilities relate to non-controlling interests.  These amounts are included in the prepaid expenses and other assets and deferred tax and other liabilities on the Condensed Consolidated Statement of Financial Position, respectively.

As of December 31, 2013, the Company had net deferred tax assets of $25,683, which is recorded as a non-current deferred tax asset of $25,831 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 non-current deferred tax liability of $34 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 non-current deferred tax liability of $114 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets. These amounts are included in the prepaid expenses and other assets and deferred tax and other liabilities in the Consolidated Statement of Financial Condition, respectively.

The current tax expense was $442 and $303 for the three months ended March 31, 2014 and 2013, respectively. Of the amount for the three months ended March 31, 2014, $112 relates to Silvercrest’s corporate tax expense, $328 relates to SLP’s UBT liability and $2 relates to SFS’s corporate tax expense.  The deferred tax expense for the three months ended March 31, 2014 and 2013 was $1,013 and $26, respectively. When combined with current tax expense, the total income tax provision for the three months ended March 31, 2014 and 2013 is $1,455 and $329, respectively.

The current expense increased from the comparable period for 2013 mainly due to corporate taxes at Silvercrest, which did not previously exist and increased profitability during 2014. The deferred expense difference is attributable primarily to the movement in deferred tax accounts with respect to various intangible assets between 2013 and 2014. The deferred tax expense for the three months ended March 31, 2014 also includes additional deferred tax expense of $244 for discrete items.  The discrete items are attributable to the decrease of deferred tax assets at Silvercrest due to a reductions in the future statutory corporate tax rates in New York State.

Of the total current tax expense for the three months ended March 31, 2014, $124 relates to non-controlling interests.  Of the deferred tax expense for the three months ended March 31, 2014, $2 relates to non-controlling interests.  When combined with current tax expense, the total income tax provision for the three months ended March 31, 2014 related to non-controlling interests is $126.    

In the normal course of business, the Company is subject to examination by federal, state, and local tax regulators. As of March 31, 2014, the Company’s U.S. federal income tax returns for the years 2010 through 2013 are open under the normal three-year statute of limitations and therefore subject to examination.

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.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

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 its wholly-owned subsidiaries, SLP, SAMG LLC, SFS, MCG, Silvercrest Investors LLC and Silvercrest Investors II LLC as of and for the three months ended March 31, 2014. The condensed consolidated financial statements for the three months ended March 31, 2013 are of the Company’s accounting predecessor, SLP, and its consolidated subsidiaries.  All intercompany transactions and balances have been eliminated.

The Condensed Consolidated Statement of Financial Condition at December 31, 2013 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-month period ended March 31, 2014 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2014 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 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, 2013.

The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those SLP funds in which the general partner or equivalent is presumed to have control over the fund. The initial step in our determination of whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund meets the definition of a variable interest entity (VIE). None of funds for which SLP is the general partner met the definition of a VIE during the three months ended March 31, 2014 and 2013, as the total equity at risk of each fund is sufficient for the fund to finance its activities without additional subordinated financial support provided by any parties, including the equity holders.

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.

As of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013, all of the funds for which SLP was the general partner have substantive “kick-out” rights and therefore neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.

Non-controlling Interest

Non-controlling interest

As of March 31, 2014, 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 stockholders’ 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 have similar economic characteristics and have been fully integrated upon acquisition. Furthermore, our chief operating decision maker, which 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, equity based compensation, accounting for income taxes, 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.

Restricted Certificates of Deposit

Restricted Certificates of Deposit

Certain certificates of deposit held at a major financial institution are restricted and serve as collateral for letters of credit for the Company’s lease obligations as described in Note 10.

Equity Method Investments

Equity Method Investments

Entities and investments over which the Company exercises significant influence over the activities of the entity 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, 2014 and December 31, 2013. 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 which consist of Level I and Level II securities. No impairment charges related to equity method investments were recorded during the three months ended March 31, 2014 or 2013.

Receivables and Due from Silvercrest Funds

Receivables and Due from Silvercrest Funds

Receivables consist primarily of amounts for advisory fees due from clients and management 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 is 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 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.

For acquisitions completed subsequent to January 1, 2009, 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.

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.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which provided new accounting guidance on testing goodwill for impairment. The enhanced guidance 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 guidance was effective for the Company as of January 1, 2012. The Company utilized this option when performing its annual impairment assessment in 2013 and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.

The first step of the two-step process is a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied fair value of the goodwill. If the carrying amount of the goodwill is greater than the implied value, an impairment loss is recognized for the difference. The implied value of the goodwill is determined as of the test date by performing a purchase price allocation, as if the reporting unit had just been acquired, using currently estimated fair values of the individual assets and liabilities of the reporting unit, together with an estimate of the fair value of the reporting unit taken as a whole. The estimate of the fair value of the reporting unit is based upon information available regarding prices of similar groups of assets, or other valuation techniques including present value techniques based upon estimates of future cash flows.

The Company has one reporting unit at March 31, 2014 and December 31, 2013. No goodwill impairment charges were recorded during the three months ended March 31, 2014 and 2013.

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 of the Company 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 re-evaluates 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. Prior to the reorganization and consummation of the IPO, incentive allocations are considered distributions of net income as stipulated by SLP’s Second Amended and Restated Limited Partnership Agreement in effect prior to the reorganization and were recognized in the period in which they were paid. Subsequent to the reorganization and consummation of the IPO, 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

Prior to the reorganization, redeemable partnership units in SLP consisted of units issued to our founders and those purchased by certain of our employees. These capital units entitled the holder to a share of the distributions of SLP. Units were subject to certain redemption features. Upon the termination of employment of the terminated employee, as defined, SLP had a right to call the units. In addition, the terminated employee had a right to put the units to SLP upon termination or death, provided the terminated employee had complied with certain restrictions, as described in SLP’s Second Amended and Restated Limited Partnership Agreement. In accordance with the provisions of SLP’s Second Amended and Restated Limited Partnership Agreement, the put described above expired upon the consummation of the IPO.    

As the units were redeemable at the option of the holder and were not mandatorily redeemable, the redeemable partnership units were classified outside of permanent partner’s capital as of March 31, 2013. The units were adjusted to their redemption value at March 31, 2013 with the increase or decrease in redemption value being charged to excess of liabilities, redeemable partners’ capital and partner’s capital over assets.

Subsequent to the completion of the reorganization and IPO, 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 and (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.

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, 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 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 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. The Company records performance fees and allocations as a component of revenue.

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. Distributions associated with Liability Awards not expected to vest are accounted for as compensation expense in the Condensed Consolidated Statements of Operations.

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 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 recognizes 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 June 2013, the FASB issued ASU 2013-08, “Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements.” The ASU modifies the guidance in ASC 946 for determining whether an entity is an investment company, as well as the measurement and disclosure requirements for investment companies. The ASU also clarifies the characteristics of an investment company and requires an investment company to measure non-controlling ownership interests in other investment companies at fair value rather than using the equity method of accounting. The ASU does not change the current accounting where a noninvestment company parent retains the specialized accounting applied by an investment company subsidiary in consolidation. The ASU was effective for the Company on January 1, 2014. This adoption of this ASU did not have a material effect on the Company’s results of operations or financial position.

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Furniture, Equipment and Leasehold Improvements, Net - Summary of Furniture, Equipment and Leasehold Improvements, Net (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Property Plant And Equipment Useful Life And Values [Abstract]
Leasehold improvements	$ 3,684	$ 3,679
Furniture and equipment	3,974	3,672
Artwork	354	345
Total cost	8,012	7,696
Accumulated depreciation and amortization	(5,904)	(5,783)
Furniture, equipment and leasehold improvements, net	$ 2,108	$ 1,913

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Acquisitions - Summary of Purchase Consideration (Detail) (Ten-Sixty, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Ten-Sixty
Business Acquisition [Line Items]
Cash paid on date of acquisition	$ 2,500
Note payable due to Ten-Sixty	1,592
Total purchase consideration	$ 4,092

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Condensed Consolidated Statements of Changes in Stockholders' Equity/Partners' Deficit (USD $) In Thousands, except Share data	Total	Additional Paid-In Capital	Retained Earnings	Total Stockholders' Equity	Non-controlling Interest	Partners' Capital	Excess Of Liabilities, Redeemable Partners' Capital And Partners' Capital Over Assets	Total Partners’ Deficit	Class A Common Stock	Class B Common Stock
Balance at Dec. 31, 2012						$ 47,904	$ (108,374)	$ (60,470)
Balance, Shares at Dec. 31, 2012
Distributions to partners	(13,669)					(380)	(13,289)	(13,669)
Equity-based compensation							1,479	1,479
Equity-based compensation, Shares									0	0
Accretion to redemption value of redeemable partnership units							(12,008)	(12,008)
Net Income						1,391	4,073	5,464
Net Income	5,464
Balance at Mar. 31, 2013						48,915	(128,119)	(79,204)
Balance at Dec. 31, 2013	48,165	39,003	2,099	41,222	6,943				75	45
Balance, Shares at Dec. 31, 2013									7,522,974	4,464,617
Distributions to partners	(1,349)				(1,349)
Redemptions of partners’ interests, Shares									0	(17,000)
Equity-based compensation	1,159			2	1,157					2
Equity-based compensation, Shares										262,000
Redemption of partner’s interest	(240)				(240)
Repayment of notes receivable from members	629				629
Net Income	2,241		944	944	1,297
Accrued interest on notes receivable from partners	(19)				(19)
Dividends paid on Class A common stock	(903)		(903)	(903)
Balance at Mar. 31, 2014	$ 49,683	$ 39,003	$ 2,140	$ 41,262	$ 8,418				$ 75	$ 47
Balance, Shares at Mar. 31, 2014									7,522,974	4,710,045

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Acquisitions

3 Months Ended

Mar. 31, 2014

Acquisitions

3. ACQUISITIONS

Milbank:

On November 1, 2011, the Company acquired certain assets of Milbank. A fair value adjustment to contingent purchase price consideration of zero and $148 was recorded at March 31, 2014 and December 31, 2013, respectively.  The Company has a liability of $1,295 related to Milbank included in accounts payable and accrued expenses in the Condensed Consolidated Statement of Financial Condition as of March 31, 2014 and December 31, 2013, for contingent consideration.

Commodity Advisors:

On April 1, 2012, SLP acquired Commodity Advisors. Commodity Advisors is the general partner of MW Commodity Strategies, L.P. (the “MW Commodity Fund LLC”), a fund whose investment objective is to seek superior risk adjusted returns through strategic, sector-based investments with commodity and macro trading investment managers. The acquisition of Commodity Advisors adds another strategy to the Company’s investment management, wealth planning and reporting capabilities, including proprietary value equity and fixed income disciplines and alternative investment advisory services. Furthermore, SLP is obligated to make quarterly contingent payments if incremental income, as defined in the purchase agreement, exceeds various thresholds. As these contingent payments are tied to the continued employment by SLP of the former member of Commodity Advisors, they will be considered compensation expense in the period in which such contingent payments are earned (See Note 10).

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 is a registered investment adviser that advises on approximately $1.9 billion of assets primarily on behalf of institutional clients. This strategic acquisition enhances the Company’s hedge fund and investment manager due diligence capabilities, risk management analysis and reporting, and enhances 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. During the year ended December 31, 2013, SLP incurred $51 in costs related to the acquisition of Ten-Sixty, and included these in general and administrative in the Consolidated Statement of Operations.

Cash paid on date of acquisition	$	2,500
Note payable due to Ten-Sixty		1,592
Total purchase consideration	$	4,092

The net tangible assets acquired from the Ten-Sixty transaction were determined to have a fair value of $0.

The following table summarizes the allocation of the excess of the purchase price over the fair value of assets acquired and liabilities assumed which was allocated to goodwill and intangible assets.

Goodwill	$	2,345
Customer relationships (10 years)		1,650
Non-compete agreements (5 years)		97
Total purchase consideration	$	4,092

The Company believes the recorded goodwill is supported by the anticipated revenues and expected synergies of integrating the operations of Ten-Sixty into the Company. Furthermore, there are expected synergies with respect to compensation and benefits and general and administrative costs. All goodwill is expected to be deductible for tax purposes.

The pro forma information below represents consolidated results of operations as if the acquisition of Ten-Sixty occurred on January 1, 2013. The pro forma information has been included for comparative purposes and is not indicative of results of operations of the Company had the acquisitions occurred as of January 1, 2013, nor is it necessarily indicative of future results.

	Pro Forma Three Months Ended March 31, 2013
Total Revenue	$	13,913
Net Income	$	5,516

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended							3 Months Ended			3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 MCG Acquisition Contingent Consideration	Mar. 31, 2013 MCG Acquisition Contingent Consideration	Aug. 31, 2010 Leasehold Improvements	Dec. 31, 2006 Leasehold Improvements	Aug. 31, 2014 Leasehold Improvements Scenario, Forecast	Mar. 31, 2014 Additional Office Space	Mar. 31, 2014 Office Equipment	Dec. 31, 2013 Office Equipment	Mar. 31, 2014 General, Administrative and Other Expenses	Mar. 31, 2013 General, Administrative and Other Expenses
Commitments And Contingencies [Line Items]
Operating lease rent expense	$ 902	$ 901
Sub-lease income	102	284
Operating lease rent expense, net								5			800	617
Refundable security deposit								3
Lease commencement date								2014-05-01
Lease expires								Jul. 31, 2019	Nov. 30, 2018
Rent for free periods								a rent-free period of 3 months
Letters of credit in favor of landlord					1,013	2,023	506
Capital lease obligation									294	19
Asset acquired under capital lease	289								289
Capital lease, period									5 years
Capital lease, minimum monthly payment									5
Contingent consideration percentage of EBITDA			22.00%
Number of years contingent consideration adjusted annual EBITDA			5 years
Contingent consideration payments			1,679	0
Payments recorded as compensation expense	$ 0	$ 99

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Equity-Based Compensation - Summary of Equity Grants (Detail) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Performance Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Units	238,371	257,795
Granted, Units
Vested, Units	(140,549)
Forfeited, Units	(851)	(8,761)
Ending Balance, Units	96,971	249,034
Beginning Balance, Fair Value per unit	$ 3.75	$ 3.27
Granted, Fair Value per unit	$ 0
Vested, Fair Value per unit	$ 0
Forfeited, Fair Value per unit		$ (4.78)
Ending Balance, Fair Value per unit	$ 3.75	$ 4.78
Deferred Equity Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Units	175,298	329,757
Granted, Units
Vested, Units	(123,110)	(133,867)
Ending Balance, Units	52,188	195,890
Beginning Balance, Fair Value per unit		$ 10.47
Granted, Fair Value per unit
Vested, Fair Value per unit		$ (15.30)
Ending Balance, Fair Value per unit		$ 15.30
Deferred Equity Units | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Fair Value per unit	$ 12.00
Vested, Fair Value per unit	$ (12.00)
Ending Balance, Fair Value per unit	$ 12.00
Deferred Equity Units | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning Balance, Fair Value per unit	$ 17.05
Vested, Fair Value per unit	$ (16.81)
Ending Balance, Fair Value per unit	$ 18.29

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Acquisitions (Tables) (Ten-Sixty)

3 Months Ended

Mar. 31, 2014

Ten-Sixty

Summary of Purchase Consideration

Cash paid on date of acquisition	$	2,500
Note payable due to Ten-Sixty		1,592
Total purchase consideration	$	4,092

Summary of Final Amounts Allocated to Acquired Assets and Assumed Liabilities

The following table summarizes the allocation of the excess of the purchase price over the fair value of assets acquired and liabilities assumed which was allocated to goodwill and intangible assets.

Goodwill	$	2,345
Customer relationships (10 years)		1,650
Non-compete agreements (5 years)		97
Total purchase consideration	$	4,092

Summary of Pro Forma Information

The pro forma information below represents consolidated results of operations as if the acquisition of Ten-Sixty occurred on January 1, 2013. The pro forma information has been included for comparative purposes and is not indicative of results of operations of the Company had the acquisitions occurred as of January 1, 2013, nor is it necessarily indicative of future results.

	Pro Forma Three Months Ended March 31, 2013
Total Revenue	$	13,913
Net Income	$	5,516

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Organization and Business - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended			0 Months Ended		1 Months Ended				0 Months Ended							1 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2012	Jul. 12, 2013 Class A Common Stock	Jul. 02, 2013 Class A Common Stock	Jun. 26, 2013 Class A Common Stock	Mar. 31, 2014 Class A Common Stock	Dec. 31, 2013 Class A Common Stock	Dec. 31, 2012 Class A Common Stock	Jul. 12, 2013 Class A Common Stock Underwriting Discounts and Commissions	Jul. 02, 2013 Class A Common Stock Underwriting Discounts and Commissions	Jul. 12, 2013 Class A Common Stock Stock Offering Expenses	Jul. 02, 2013 Class A Common Stock Stock Offering Expenses	Mar. 11, 2004 Silvercrest Financial Services Inc	Dec. 31, 2004 Sam Alternative Solutions Inc	Oct. 03, 2008 Marathon Capital Group, LLC	Jul. 31, 2013 Slp	Mar. 31, 2014 Slp	Mar. 31, 2014 Slp Capital Unit, Class B
Business And Organization [Line Items]
Percentage of outstanding shares acquired														100.00%	100.00%	100.00%
Number of shares held by parent						7,522,974
Percentage ownership in a consolidated subsidiary						63.00%	63.00%
Issuance of Class A shares in IPO, Shares				718,603	4,790,684
Initial public offering shares price				$ 11.00	$ 11.00
Net proceeds from IPO				$ 7,379	$ 47,920
Stock issuance costs										498	3,324	28	1,454
Gross proceeds from IPO				7,905
Common stock, shares outstanding				5,509,297			7,522,974	7,522,974
Distribution of partnership units for each limited partnership unit prior to the consummation of the IPO	19.64																		19.64
Class B partnership units issued																			10,000,000
Tax receivable agreement with limited partner, percentage of cash savings to be paid	85.00%
Recognition of tax receivable agreement liability	15,271
Special distribution paid by parent																		10,000
Borrowings under revolving credit facility																		7,000
Special bonus payment																	754
Number of partnership units purchased from partners																			3,540,684
Initial public offering shares price																			$ 11.00
Purchase of Class B units from partners of Silvercrest L.P.																			35,365
Underwriting discounts and commissions																			2,457
Estimated offering expenses																			$ 1,126
Percentage of cash savings expected to be realized	15.00%
Number of performance units conditionally issuable		237,089

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions

13. RELATED PARTY TRANSACTIONS

During 2014 and 2013, the Company provided services to the domesticated Silvercrest Hedged Equity Fund LP (formed in 2011 and formerly Silvercrest Hedged Equity Fund), Silvercrest Hedged Equity Fund (International), Silvercrest Hedged Equity Fund Ltd (formed in 2011 and includes ERISA investors of Silvercrest Hedged Equity Fund LP), the domesticated Silvercrest Emerging Markets Fund LP (formed in 2011 and formerly Silvercrest Emerging Markets Fund), Silvercrest Emerging Markets Fund (International), Silvercrest Emerging Markets Fund Ltd (formed in 2011 and includes ERISA investors of Silvercrest Emerging Markets Fund LP), 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, the domesticated Silvercrest Strategic Opportunities Fund LP (formed in 2011 and formerly Silvercrest Strategic Opportunities Fund), and Silvercrest Strategic Opportunities Fund (International) (terminated in 2011). These entities operate as feeder funds investing through master-feeder structures except for Silvercrest Hedged Equity Fund LP, Silvercrest Hedged Equity Fund Ltd, Silvercrest Emerging Markets Fund LP, Silvercrest Emerging Markets Fund Ltd, and Silvercrest Strategic Opportunities Fund LP which operate and invest as stand-alone funds.

The Company also provides services to 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, Silvercrest Municipal Special Situations Fund II LLC, Silvercrest Select Growth Equity Fund, L.P., Silvercrest International Fund, L.P. (previously known as Silvercrest Global Partners, L.P.), Silvercrest Small Cap, L.P. Silvercrest Special Situations, L.P., and Silvercrest Commodity Strategies Fund, LP which operate and invest separately as stand- alone funds.

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, 2014 and 2013 the Company earned from the above activities management fee income, which is included in “Management and advisory fees” in the Condensed Consolidated Statement of Operations, of $2,194 and $2,180, respectively, and performance fees and allocations of $0 and $3, respectively, which is included in performance fees in the Condensed Consolidated Statements of Operations. As of March 31, 2014 and December 31, 2013, the Company was owed $2,189 and $2,653, respectively, from its various funds, which is included in the Due from Silvercrest Funds on the Condensed Consolidated Statements of Financial Condition.

For the three months ended March 31, 2014 and 2013, the Company earned advisory fees of $126 and $103, respectively, from assets managed on behalf of certain of its partners. As of March 31, 2014 and December 31, 2013, the Company is owed approximately $81 and $78, respectively, from certain of its partners, which is included in receivables, net on the Condensed Consolidated Statements of Financial Condition.