[10-Q] Silvercrest Asset Management Group Inc. Quarterly Earnings Report
enVVeno Medical (NVNO) remains pre-revenue but is progressing its venous-valve pipeline while absorbing higher operating costs. In Q2-25 the company reported a net loss of $6.7 m (-0.33/sh), 35 % wider than Q2-24, driven by a 58 % jump in SG&A to $4.2 m (severance, stock comp and a $0.6 m reserve for prepaid clinical costs). R&D spend held essentially flat at $2.9 m.
Cash, cash equivalents and short-term Treasuries fell to $35.1 m from $43.2 m at YE-24; operating cash burn was $7.7 m for the first half. Working capital totals $32.6 m and management believes liquidity is adequate for ≥12 months, but it forecasts quarterly burn to rise to $5-7 m as trials advance.
- Pipeline: VenoValve PMA filing completed Nov-24 and is under FDA breakthrough-priority review; decision expected 2H-25.
- Interim two-year data (n=42) show 83 % of pivotal-trial patients retain ≥3-point rVCSS improvement, 74 % median pain reduction and 100 % valve patency (n=30).
- enVVe transcatheter valve finished GLP study; IDE submission targeted Q3-25.
- 19.2 m shares outstanding after exercising 1.7 m pre-funded warrants.
Key takeaways: Clinical results and regulatory momentum are constructive, but losses, cash draw and the absence of revenue keep financing risk on the table.
enVVeno Medical (NVNO) rimane senza ricavi ma sta facendo progressi nel suo portafoglio di valvole venose, assorbendo costi operativi più elevati. Nel secondo trimestre 2025, l'azienda ha riportato una perdita netta di 6,7 milioni di dollari (-0,33 per azione), in aumento del 35% rispetto al secondo trimestre 2024, trainata da un incremento del 58% delle spese SG&A a 4,2 milioni di dollari (inclusi costi di licenziamento, compensi azionari e una riserva di 0,6 milioni per costi clinici prepagati). Le spese in R&D sono rimaste sostanzialmente stabili a 2,9 milioni di dollari.
La liquidità, comprensiva di contanti, equivalenti di cassa e titoli di Stato a breve termine, è scesa a 35,1 milioni di dollari dai 43,2 milioni di fine 2024; il burn rate operativo è stato di 7,7 milioni nella prima metà dell'anno. Il capitale circolante ammonta a 32,6 milioni e la direzione ritiene che la liquidità sia sufficiente per almeno 12 mesi, ma prevede un aumento del burn trimestrale a 5-7 milioni con l'avanzare degli studi clinici.
- Pipeline: La domanda PMA per VenoValve è stata completata a novembre 2024 ed è in fase di revisione prioritaria dalla FDA; la decisione è attesa nella seconda metà del 2025.
- I dati intermedi a due anni (n=42) mostrano che l’83% dei pazienti dello studio pivotale mantiene un miglioramento di almeno 3 punti nel rVCSS, il 74% una riduzione mediana del dolore e il 100% la pervietà della valvola (n=30).
- La valvola transcatetere enVVe ha completato lo studio GLP; la presentazione dell’IDE è prevista per il terzo trimestre 2025.
- 19,2 milioni di azioni in circolazione dopo l’esercizio di 1,7 milioni di warrant pre-finanziati.
Conclusioni chiave: I risultati clinici e il progresso regolatorio sono positivi, ma le perdite, il consumo di cassa e l’assenza di ricavi mantengono il rischio finanziario presente.
enVVeno Medical (NVNO) sigue sin generar ingresos pero avanza en su cartera de válvulas venosas mientras asume mayores costos operativos. En el segundo trimestre de 2025, la compañía reportó una pérdida neta de 6,7 millones de dólares (-0,33 por acción), un 35 % mayor que en el segundo trimestre de 2024, impulsada por un aumento del 58 % en gastos SG&A hasta 4,2 millones (indemnizaciones, compensación en acciones y una reserva de 0,6 millones para costos clínicos prepagados). El gasto en I+D se mantuvo prácticamente estable en 2,9 millones.
El efectivo, equivalentes de efectivo y valores del Tesoro a corto plazo disminuyeron a 35,1 millones desde 43,2 millones al cierre de 2024; la quema de efectivo operativa fue de 7,7 millones en la primera mitad del año. El capital de trabajo totaliza 32,6 millones y la dirección considera que la liquidez es adecuada para ≥12 meses, aunque pronostica que la quema trimestral aumentará a 5-7 millones conforme avancen los ensayos.
- Pipeline: La presentación PMA de VenoValve se completó en noviembre de 2024 y está bajo revisión prioritaria de la FDA; se espera decisión en la segunda mitad de 2025.
- Datos interinos a dos años (n=42) muestran que el 83 % de los pacientes del ensayo pivotal mantiene una mejora ≥3 puntos en rVCSS, reducción mediana del dolor del 74 % y 100 % de permeabilidad valvular (n=30).
- La válvula transcatéter enVVe completó el estudio GLP; la presentación del IDE está prevista para el tercer trimestre de 2025.
- 19,2 millones de acciones en circulación tras ejercer 1,7 millones de warrants prefinanciados.
Conclusiones clave: Los resultados clínicos y el impulso regulatorio son positivos, pero las pérdidas, el consumo de efectivo y la ausencia de ingresos mantienen el riesgo financiero presente.
enVVeno Medical(NVNO)는 아직 매출이 없지만 정맥 판막 파이프라인을 진행하면서 운영 비용이 증가하고 있습니다. 2025년 2분기 회사는 670만 달러(-주당 0.33달러)의 순손실을 보고했으며, 이는 2024년 2분기 대비 35% 증가한 수치로, 58% 증가한 판매관리비(SG&A) 420만 달러(퇴직금, 주식 보상 및 60만 달러의 선급 임상 비용 충당금 포함)가 원인입니다. 연구개발비는 290만 달러로 거의 변동이 없었습니다.
현금, 현금성 자산 및 단기 국채는 2024년 말 4320만 달러에서 3510만 달러로 감소했으며, 상반기 운영 현금 소진액은 770만 달러였습니다. 운전자본은 3260만 달러이며 경영진은 유동성이 12개월 이상 충분하다고 판단하지만, 임상 시험 진행에 따라 분기별 현금 소진액이 500만~700만 달러로 증가할 것으로 예상하고 있습니다.
- 파이프라인: VenoValve PMA 신청이 2024년 11월 완료되었으며 FDA의 혁신적 우선 심사 중으로, 결정은 2025년 하반기에 예상됩니다.
- 2년 중간 데이터(n=42)는 주요 임상 시험 환자의 83%가 rVCSS 점수 3점 이상 개선을 유지하고, 74%가 통증 중간값 감소, 100%(n=30)가 판막 개방성을 유지함을 보여줍니다.
- enVVe 경피적 판막은 GLP 연구를 완료했으며 IDE 제출은 2025년 3분기를 목표로 하고 있습니다.
- 선행 자금 조달 워런트 170만 주 행사 후 발행 주식 수는 1920만 주입니다.
주요 요점: 임상 결과와 규제 진행 상황은 긍정적이지만, 손실과 현금 소진, 매출 부재로 인해 재무 위험은 여전히 존재합니다.
enVVeno Medical (NVNO) ne génère pas encore de revenus mais progresse dans son portefeuille de valves veineuses tout en absorbant des coûts opérationnels plus élevés. Au deuxième trimestre 2025, la société a enregistré une perte nette de 6,7 millions de dollars (-0,33 par action), soit une augmentation de 35 % par rapport au deuxième trimestre 2024, due à une hausse de 58 % des frais SG&A à 4,2 millions de dollars (indemnités de départ, rémunération en actions et une provision de 0,6 million pour des coûts cliniques prépayés). Les dépenses de R&D sont restées essentiellement stables à 2,9 millions.
La trésorerie, les équivalents de trésorerie et les bons du Trésor à court terme ont diminué à 35,1 millions de dollars contre 43,2 millions à la fin de 2024 ; la consommation de trésorerie opérationnelle s’est élevée à 7,7 millions pour le premier semestre. Le fonds de roulement totalise 32,6 millions et la direction estime que la liquidité est suffisante pour ≥12 mois, mais prévoit une augmentation de la consommation trimestrielle à 5-7 millions à mesure que les essais progressent.
- Pipeline : Le dépôt PMA de VenoValve a été finalisé en novembre 2024 et est en cours d’examen prioritaire par la FDA ; une décision est attendue au second semestre 2025.
- Les données intermédiaires à deux ans (n=42) montrent que 83 % des patients de l’essai pivot conservent une amélioration ≥3 points au rVCSS, une réduction médiane de la douleur de 74 % et une perméabilité valvulaire de 100 % (n=30).
- La valve transcatheter enVVe a terminé l’étude GLP ; le dépôt de l’IDE est prévu pour le troisième trimestre 2025.
- 19,2 millions d’actions en circulation après l’exercice de 1,7 million de warrants préfinancés.
Points clés : Les résultats cliniques et l’élan réglementaire sont encourageants, mais les pertes, la consommation de trésorerie et l’absence de revenus maintiennent un risque de financement.
enVVeno Medical (NVNO) befindet sich weiterhin in der Vorumsatzphase, macht jedoch Fortschritte bei seiner venösen Klappenpipeline und trägt gleichzeitig höhere Betriebskosten. Im zweiten Quartal 2025 meldete das Unternehmen einen Nettoverlust von 6,7 Mio. USD (-0,33 pro Aktie), was einer Zunahme von 35 % gegenüber dem zweiten Quartal 2024 entspricht, verursacht durch einen 58%igen Anstieg der SG&A-Kosten auf 4,2 Mio. USD (Abfindungen, Aktienvergütungen und eine Rückstellung von 0,6 Mio. USD für vorausbezahlte klinische Kosten). Die F&E-Ausgaben blieben mit 2,9 Mio. USD nahezu unverändert.
Bargeld, Zahlungsmitteläquivalente und kurzfristige Staatsanleihen sanken von 43,2 Mio. USD zum Jahresende 2024 auf 35,1 Mio. USD; der operative Cash-Burn betrug in der ersten Jahreshälfte 7,7 Mio. USD. Das Working Capital beläuft sich auf 32,6 Mio. USD, und das Management hält die Liquidität für mindestens 12 Monate für ausreichend, prognostiziert jedoch einen Anstieg des vierteljährlichen Cash-Burns auf 5-7 Mio. USD, da die Studien voranschreiten.
- Pipeline: Die PMA-Einreichung für VenoValve wurde im November 2024 abgeschlossen und befindet sich in der FDA-Breakthrough-Prioritätsprüfung; eine Entscheidung wird für die zweite Jahreshälfte 2025 erwartet.
- Zwischenzeitliche Zweijahresdaten (n=42) zeigen, dass 83 % der Patienten der Schlüssestudie eine Verbesserung von ≥3 Punkten im rVCSS beibehalten, 74 % eine mittlere Schmerzlinderung und 100 % eine Klappenpatentheit (n=30) aufweisen.
- Das enVVe Transkatheter-Ventil hat die GLP-Studie abgeschlossen; die IDE-Einreichung ist für das dritte Quartal 2025 geplant.
- 19,2 Mio. ausstehende Aktien nach Ausübung von 1,7 Mio. vorfinanzierten Warrants.
Wichtigste Erkenntnisse: Klinische Ergebnisse und regulatorischer Fortschritt sind vielversprechend, aber Verluste, Cash-Verbrauch und fehlende Umsätze halten das Finanzierungsrisiko aufrecht.
- 83 % of pivotal-trial patients maintained clinically meaningful benefit at two years with 100 % valve patency, supporting VenoValve efficacy.
- PMA application for VenoValve fully submitted and under breakthrough priority review; potential FDA decision 2H-25.
- Cash and investments of $35.1 m provide approximately one-year runway, meeting near-term obligations.
- enVVe GLP study completed; IDE filing expected Q3-25, indicating pipeline progression.
- Q2-25 net loss widened by 35 % YoY to $6.7 m; SG&A up 58 % including a $0.6 m reserve.
- Cash/investments declined $8.6 m since YE-24; projected quarterly burn rising to $5-7 m raises dilution risk.
- Company remains pre-revenue; all future value hinges on FDA approvals not yet secured.
- Recorded $0.6 m potentially uncollectible prepaid clinical costs, signaling vendor oversight issues.
Insights
TL;DR: Solid clinical readouts and PMA filing, but burn accelerates and no revenues yet—neutral to modestly positive near term.
The 83 % two-year durability and 100 % patency strengthen VenoValve’s clinical dossier ahead of FDA review, supporting commercial potential in a multi-million-patient market. Priority review could place approval inside the next 12 months, an inflection point for valuation. Cash of $35 m covers roughly six quarters at the guided $5-7 m burn, implying an equity raise is likely post-approval decision. Operating expense inflation (notably SG&A) bears watching, but R&D discipline is reasonable. Overall, the filing is strategically encouraging yet financially neutral until regulatory clarity emerges.
TL;DR: Regulatory, liquidity and execution risks persist despite promising data—net neutral impact.
While breakthrough status accelerates the PMA timeline, FDA outcomes remain binary. A $0.6 m write-off highlights vendor-control risk. Cash runway is adequate for one year, but projected burn escalation suggests dilution risk if approval is delayed. No revenue diversification yet; all value rests on two products still in development. Governance appears adequate, and internal controls were deemed effective. Impact on credit or solvency is limited for the next 12 months, but capital-market dependence continues.
enVVeno Medical (NVNO) rimane senza ricavi ma sta facendo progressi nel suo portafoglio di valvole venose, assorbendo costi operativi più elevati. Nel secondo trimestre 2025, l'azienda ha riportato una perdita netta di 6,7 milioni di dollari (-0,33 per azione), in aumento del 35% rispetto al secondo trimestre 2024, trainata da un incremento del 58% delle spese SG&A a 4,2 milioni di dollari (inclusi costi di licenziamento, compensi azionari e una riserva di 0,6 milioni per costi clinici prepagati). Le spese in R&D sono rimaste sostanzialmente stabili a 2,9 milioni di dollari.
La liquidità, comprensiva di contanti, equivalenti di cassa e titoli di Stato a breve termine, è scesa a 35,1 milioni di dollari dai 43,2 milioni di fine 2024; il burn rate operativo è stato di 7,7 milioni nella prima metà dell'anno. Il capitale circolante ammonta a 32,6 milioni e la direzione ritiene che la liquidità sia sufficiente per almeno 12 mesi, ma prevede un aumento del burn trimestrale a 5-7 milioni con l'avanzare degli studi clinici.
- Pipeline: La domanda PMA per VenoValve è stata completata a novembre 2024 ed è in fase di revisione prioritaria dalla FDA; la decisione è attesa nella seconda metà del 2025.
- I dati intermedi a due anni (n=42) mostrano che l’83% dei pazienti dello studio pivotale mantiene un miglioramento di almeno 3 punti nel rVCSS, il 74% una riduzione mediana del dolore e il 100% la pervietà della valvola (n=30).
- La valvola transcatetere enVVe ha completato lo studio GLP; la presentazione dell’IDE è prevista per il terzo trimestre 2025.
- 19,2 milioni di azioni in circolazione dopo l’esercizio di 1,7 milioni di warrant pre-finanziati.
Conclusioni chiave: I risultati clinici e il progresso regolatorio sono positivi, ma le perdite, il consumo di cassa e l’assenza di ricavi mantengono il rischio finanziario presente.
enVVeno Medical (NVNO) sigue sin generar ingresos pero avanza en su cartera de válvulas venosas mientras asume mayores costos operativos. En el segundo trimestre de 2025, la compañía reportó una pérdida neta de 6,7 millones de dólares (-0,33 por acción), un 35 % mayor que en el segundo trimestre de 2024, impulsada por un aumento del 58 % en gastos SG&A hasta 4,2 millones (indemnizaciones, compensación en acciones y una reserva de 0,6 millones para costos clínicos prepagados). El gasto en I+D se mantuvo prácticamente estable en 2,9 millones.
El efectivo, equivalentes de efectivo y valores del Tesoro a corto plazo disminuyeron a 35,1 millones desde 43,2 millones al cierre de 2024; la quema de efectivo operativa fue de 7,7 millones en la primera mitad del año. El capital de trabajo totaliza 32,6 millones y la dirección considera que la liquidez es adecuada para ≥12 meses, aunque pronostica que la quema trimestral aumentará a 5-7 millones conforme avancen los ensayos.
- Pipeline: La presentación PMA de VenoValve se completó en noviembre de 2024 y está bajo revisión prioritaria de la FDA; se espera decisión en la segunda mitad de 2025.
- Datos interinos a dos años (n=42) muestran que el 83 % de los pacientes del ensayo pivotal mantiene una mejora ≥3 puntos en rVCSS, reducción mediana del dolor del 74 % y 100 % de permeabilidad valvular (n=30).
- La válvula transcatéter enVVe completó el estudio GLP; la presentación del IDE está prevista para el tercer trimestre de 2025.
- 19,2 millones de acciones en circulación tras ejercer 1,7 millones de warrants prefinanciados.
Conclusiones clave: Los resultados clínicos y el impulso regulatorio son positivos, pero las pérdidas, el consumo de efectivo y la ausencia de ingresos mantienen el riesgo financiero presente.
enVVeno Medical(NVNO)는 아직 매출이 없지만 정맥 판막 파이프라인을 진행하면서 운영 비용이 증가하고 있습니다. 2025년 2분기 회사는 670만 달러(-주당 0.33달러)의 순손실을 보고했으며, 이는 2024년 2분기 대비 35% 증가한 수치로, 58% 증가한 판매관리비(SG&A) 420만 달러(퇴직금, 주식 보상 및 60만 달러의 선급 임상 비용 충당금 포함)가 원인입니다. 연구개발비는 290만 달러로 거의 변동이 없었습니다.
현금, 현금성 자산 및 단기 국채는 2024년 말 4320만 달러에서 3510만 달러로 감소했으며, 상반기 운영 현금 소진액은 770만 달러였습니다. 운전자본은 3260만 달러이며 경영진은 유동성이 12개월 이상 충분하다고 판단하지만, 임상 시험 진행에 따라 분기별 현금 소진액이 500만~700만 달러로 증가할 것으로 예상하고 있습니다.
- 파이프라인: VenoValve PMA 신청이 2024년 11월 완료되었으며 FDA의 혁신적 우선 심사 중으로, 결정은 2025년 하반기에 예상됩니다.
- 2년 중간 데이터(n=42)는 주요 임상 시험 환자의 83%가 rVCSS 점수 3점 이상 개선을 유지하고, 74%가 통증 중간값 감소, 100%(n=30)가 판막 개방성을 유지함을 보여줍니다.
- enVVe 경피적 판막은 GLP 연구를 완료했으며 IDE 제출은 2025년 3분기를 목표로 하고 있습니다.
- 선행 자금 조달 워런트 170만 주 행사 후 발행 주식 수는 1920만 주입니다.
주요 요점: 임상 결과와 규제 진행 상황은 긍정적이지만, 손실과 현금 소진, 매출 부재로 인해 재무 위험은 여전히 존재합니다.
enVVeno Medical (NVNO) ne génère pas encore de revenus mais progresse dans son portefeuille de valves veineuses tout en absorbant des coûts opérationnels plus élevés. Au deuxième trimestre 2025, la société a enregistré une perte nette de 6,7 millions de dollars (-0,33 par action), soit une augmentation de 35 % par rapport au deuxième trimestre 2024, due à une hausse de 58 % des frais SG&A à 4,2 millions de dollars (indemnités de départ, rémunération en actions et une provision de 0,6 million pour des coûts cliniques prépayés). Les dépenses de R&D sont restées essentiellement stables à 2,9 millions.
La trésorerie, les équivalents de trésorerie et les bons du Trésor à court terme ont diminué à 35,1 millions de dollars contre 43,2 millions à la fin de 2024 ; la consommation de trésorerie opérationnelle s’est élevée à 7,7 millions pour le premier semestre. Le fonds de roulement totalise 32,6 millions et la direction estime que la liquidité est suffisante pour ≥12 mois, mais prévoit une augmentation de la consommation trimestrielle à 5-7 millions à mesure que les essais progressent.
- Pipeline : Le dépôt PMA de VenoValve a été finalisé en novembre 2024 et est en cours d’examen prioritaire par la FDA ; une décision est attendue au second semestre 2025.
- Les données intermédiaires à deux ans (n=42) montrent que 83 % des patients de l’essai pivot conservent une amélioration ≥3 points au rVCSS, une réduction médiane de la douleur de 74 % et une perméabilité valvulaire de 100 % (n=30).
- La valve transcatheter enVVe a terminé l’étude GLP ; le dépôt de l’IDE est prévu pour le troisième trimestre 2025.
- 19,2 millions d’actions en circulation après l’exercice de 1,7 million de warrants préfinancés.
Points clés : Les résultats cliniques et l’élan réglementaire sont encourageants, mais les pertes, la consommation de trésorerie et l’absence de revenus maintiennent un risque de financement.
enVVeno Medical (NVNO) befindet sich weiterhin in der Vorumsatzphase, macht jedoch Fortschritte bei seiner venösen Klappenpipeline und trägt gleichzeitig höhere Betriebskosten. Im zweiten Quartal 2025 meldete das Unternehmen einen Nettoverlust von 6,7 Mio. USD (-0,33 pro Aktie), was einer Zunahme von 35 % gegenüber dem zweiten Quartal 2024 entspricht, verursacht durch einen 58%igen Anstieg der SG&A-Kosten auf 4,2 Mio. USD (Abfindungen, Aktienvergütungen und eine Rückstellung von 0,6 Mio. USD für vorausbezahlte klinische Kosten). Die F&E-Ausgaben blieben mit 2,9 Mio. USD nahezu unverändert.
Bargeld, Zahlungsmitteläquivalente und kurzfristige Staatsanleihen sanken von 43,2 Mio. USD zum Jahresende 2024 auf 35,1 Mio. USD; der operative Cash-Burn betrug in der ersten Jahreshälfte 7,7 Mio. USD. Das Working Capital beläuft sich auf 32,6 Mio. USD, und das Management hält die Liquidität für mindestens 12 Monate für ausreichend, prognostiziert jedoch einen Anstieg des vierteljährlichen Cash-Burns auf 5-7 Mio. USD, da die Studien voranschreiten.
- Pipeline: Die PMA-Einreichung für VenoValve wurde im November 2024 abgeschlossen und befindet sich in der FDA-Breakthrough-Prioritätsprüfung; eine Entscheidung wird für die zweite Jahreshälfte 2025 erwartet.
- Zwischenzeitliche Zweijahresdaten (n=42) zeigen, dass 83 % der Patienten der Schlüssestudie eine Verbesserung von ≥3 Punkten im rVCSS beibehalten, 74 % eine mittlere Schmerzlinderung und 100 % eine Klappenpatentheit (n=30) aufweisen.
- Das enVVe Transkatheter-Ventil hat die GLP-Studie abgeschlossen; die IDE-Einreichung ist für das dritte Quartal 2025 geplant.
- 19,2 Mio. ausstehende Aktien nach Ausübung von 1,7 Mio. vorfinanzierten Warrants.
Wichtigste Erkenntnisse: Klinische Ergebnisse und regulatorischer Fortschritt sind vielversprechend, aber Verluste, Cash-Verbrauch und fehlende Umsätze halten das Finanzierungsrisiko aufrecht.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
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:
(Exact name of registrant as specified in its charter)
|
||
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
|
☐ |
|
|
☒ |
|
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
|
Emerging growth company |
|
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of outstanding shares of the registrant’s Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, as of July 28, 2025 was
Part I |
|
Financial Information |
|
|
Item 1. |
|
Condensed Consolidated Financial Statements (Unaudited) |
|
|
|
|
Condensed Consolidated Statements of Financial Condition as of June 30, 2025 and December 31, 2024 |
|
1 |
|
|
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 |
|
2 |
|
|
Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2025 and 2024 |
|
3 |
|
|
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 |
|
5 |
|
|
Notes to Condensed Consolidated Financial Statements as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024 |
|
6 |
|
|
|
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
28 |
Item 3. |
|
Quantitative and Qualitative Disclosures About Market Risk |
|
44 |
Item 4. |
|
Controls and Procedures |
|
44 |
Part II |
|
Other Information |
|
|
Item 1. |
|
Legal Proceedings |
|
46 |
Item 1A. |
|
Risk Factors |
|
46 |
Item 2. |
|
Unregistered Sale of Equity Securities and Use of Proceeds |
|
46 |
Item 3. |
|
Defaults of Senior Securities |
|
46 |
Item 4. |
|
Mine Safety Disclosures |
|
46 |
Item 5. |
|
Other Information |
|
47 |
Item 6. |
|
Exhibits |
|
47 |
Except where the context requires otherwise and as otherwise set forth herein, in this report, references to the “Company”, “we”, “us” or “our” refer to Silvercrest Asset Management Group Inc. (“Silvercrest”) and its consolidated subsidiary, Silvercrest L.P., the managing member of our operating subsidiary (“Silvercrest L.P.” or “SLP”). SLP is a limited partnership whose existing limited partners are referred to in this report as “partners” or “principals.”
Forward-Looking Statements
This report contains, and from time to time our management may make, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and assumptions. These statements are only predictions based on our current expectations and projections about future events. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those indicated by such forward-looking statements include but are not limited to: incurrence of net losses, fluctuations in quarterly and annual results, adverse economic or market conditions, our expectations with respect to future levels of assets under management, inflows and outflows, our ability to retain clients, our ability to maintain our fee structure, our particular choices with regard to investment strategies employed, our ability to hire and retain qualified investment professionals, the cost of complying with current and future regulation coupled with the cost of defending ourselves from related investigations or litigation, failure of our operational safeguards against breaches in data security, privacy, conflicts of interest or employee misconduct, our expected tax rate, our expectations with respect to deferred tax assets, adverse economic or market conditions, 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, 2024 which is accessible on the U.S. Securities and Exchange Commission’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Part I – Financial Information
Item 1. Financial Statements
Silvercrest Asset Management Group Inc.
Condensed Consolidated Statements of Financial Condition
(Unaudited)
(In thousands, except share and par value data)
|
|
June 30, |
|
|
December 31, |
|
||
Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Investments |
|
|
|
|
|
|
||
Receivables, net |
|
|
|
|
|
|
||
Due from Silvercrest Funds |
|
|
|
|
|
|
||
Furniture, equipment and leasehold improvements, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Operating lease assets |
|
|
|
|
|
|
||
Finance lease assets |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Deferred tax asset |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and Equity |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
Accrued compensation |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Finance lease liabilities |
|
|
|
|
|
|
||
Deferred tax and other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Commitments and Contingencies (Note 9) |
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
||
Preferred Stock, par value $ |
|
|
|
|
|
|
||
Class A Common Stock, par value $ |
|
|
|
|
|
|
||
Class B Common Stock, par value $ |
|
|
|
|
|
|
||
Additional Paid-In Capital |
|
|
|
|
|
|
||
Treasury stock, at cost, |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
Retained earnings |
|
|
|
|
|
|
||
Total Silvercrest Asset Management Group Inc.’s equity |
|
|
|
|
|
|
||
Non-controlling interests |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed consolidated financial statements.
1
Silvercrest Asset Management Group Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management and advisory fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Family office services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before other (expense) income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (expense) income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (expense) income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other (expense) income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: net income attributable to non-controlling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income attributable to Silvercrest |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes to condensed consolidated financial statements.
2
Silvercrest Asset Management Group Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(In thousands)
|
|
Class A |
|
|
Class A |
|
|
Class B |
|
|
Class B |
|
|
Additional |
|
|
Treasury |
|
|
Treasury |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Retained |
|
|
Total |
|
|
Non- |
|
|
Total |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 1, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Repayment of notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred tax, net of amounts |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share conversion |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|||
Dividends paid on Class A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Issuance of Class B shares |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Equity-based compensation |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred tax, net of amounts |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Accrued interest on notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Share conversion |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|||
Purchase of shares of Class A common |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Dividends paid on Class A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
3
|
|
Class A |
|
|
Class A |
|
|
Class B |
|
|
Class B |
|
|
Additional |
|
|
Treasury |
|
|
Treasury |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Retained |
|
|
Total |
|
|
Non- |
|
|
Total |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 1, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Issuance of notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Repayment of notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance of Class B shares |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Accrued interest on notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Deferred tax, net of amounts |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share conversion |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Purchase of shares of Class A common |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Dividends paid on Class A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Issuance of Class B shares |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Equity-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred tax, net of amounts |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Accrued interest on notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Share conversion |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|||
Purchase of shares of Class A common |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Dividends paid on Class A |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
See accompanying notes to condensed consolidated financial statements.
4
Silvercrest Asset Management Group Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
||
Equity-based compensation |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Non-cash interest on notes receivable from partners |
|
|
( |
) |
|
|
( |
) |
Interest on notes payable |
|
|
|
|
|
( |
) |
|
Non-cash lease expense |
|
|
|
|
|
|
||
Distributions received from investment funds |
|
|
|
|
|
|
||
Cash flows due to changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Receivables and Due from Silvercrest Funds |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Accrued compensation |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash Flows from Investing Activities |
|
|
|
|
|
|
||
Acquisition of furniture, equipment and leasehold improvements |
|
$ |
( |
) |
|
$ |
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash Flows from Financing Activities |
|
|
|
|
|
|
||
Repayments of notes payable |
|
$ |
|
|
$ |
( |
) |
|
Earn-outs paid related to acquisitions |
|
$ |
|
|
$ |
( |
) |
|
Principal payments on financing leases |
|
|
( |
) |
|
|
( |
) |
Distributions to partners |
|
|
( |
) |
|
|
( |
) |
Dividends paid on Class A common stock |
|
|
( |
) |
|
|
( |
) |
Purchase of shares of Class A common stock of Silvercrest Asset Management Group Inc. |
|
|
( |
) |
|
|
|
|
Payments from partners on notes receivable |
|
|
|
|
|
|
||
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Net Decrease in Cash and Cash Equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
|
|
||
Net cash paid during the period for: |
|
|
|
|
|
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
Interest |
|
|
|
|
|
|
||
Supplemental Disclosures of Non-cash Financing and Investing Activities |
|
|
|
|
|
|
||
Notes receivable from new partners issued for capital contributions to Silvercrest L.P. |
|
$ |
|
|
$ |
— |
|
|
Recognition of deferred tax assets as a result of share conversions |
|
|
( |
) |
|
|
|
|
Issuance of Class B shares of Silvercrest L.P. in conjunction with the acquisition of |
|
|
|
|
|
|
||
Accrued dividends |
|
|
|
|
|
|
||
Purchase of shares of Class A common stock excise tax accrual |
|
|
|
|
|
— |
|
|
See accompanying notes to condensed consolidated financial statements.
5
Silvercrest Asset Management Group Inc.
Notes to Condensed Consolidated Financial Statements
As of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024
(Unaudited)
(Dollars in thousands, except per share and par value data and as otherwise indicated)
1. ORGANIZATION AND BUSINESS
Silvercrest Asset Management Group Inc. (“Silvercrest”), together with its consolidated subsidiary, Silvercrest L.P., a limited partnership, (collectively the “Company”), was formed as a Delaware corporation on July 11, 2011. Silvercrest is a holding company that was formed in order to carry on the business of Silvercrest L.P., the managing member of our operating subsidiary, and its subsidiaries. Effective on June 26, 2013, Silvercrest became the sole general partner of Silvercrest L.P., and its only material asset is the general partner interest in Silvercrest L.P., represented by
Silvercrest L.P., together with its consolidated subsidiaries (collectively “SLP”), provides investment management and family office services to individuals and families and their trusts, and to endowments, foundations and other institutional investors primarily located in the United States of America. The business includes the management of funds of funds and other investment funds, collectively referred to as the “Silvercrest Funds.”
Silvercrest L.P. was formed on December 10, 2008 and commenced operations on January 1, 2009.
On March 11, 2004, Silvercrest Asset Management Group LLC (“SAMG LLC”) acquired
Tax Receivable Agreement
In connection with the Company’s initial public offering (the “IPO”) and reorganization of SLP that were completed on June 26, 2013, Silvercrest entered into a tax receivable agreement (the “TRA”) with the partners of SLP (the “SLP Partners”) that requires Silvercrest to pay the SLP Partners
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 an SLP Partner if such SLP 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 SLP 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.
6
Estimating the amount of payments that Silvercrest may be required to make under the TRA is imprecise by nature, because the actual increase in its share of the tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including:
In addition, the TRA provides that upon certain mergers, asset sales, other forms of business combinations, or other changes of control, Silvercrest’s (or its successors’) obligations with respect to exchanged or acquired Silvercrest Class B units, whether exchanged or acquired before or after such transaction, would be based on certain assumptions, including that Silvercrest would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the TRA.
Decisions made by the continuing SLP Partners in the course of running Silvercrest’s business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by an exchanging or selling principal under the TRA. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the TRA and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of a principal to receive payments under the TRA.
Were the IRS to successfully challenge the tax basis increases described above, Silvercrest would not be reimbursed for any payments previously made under the TRA. As a result, in certain circumstances, Silvercrest could make payments under the TRA in excess of its actual cash savings in income tax.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements include the accounts of Silvercrest and its wholly owned subsidiaries SLP, SAMG LLC, SFS, MCG, Silvercrest Investors LLC, Silvercrest Investors II LLC, Silvercrest Investors III LLC, Silvercrest Investors IV LLC, and Silvercrest Asset Management (Singapore) Pte. Ltd. as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024. All intercompany transactions and balances have been eliminated.
The Condensed Consolidated Statement of Financial Condition at December 31, 2024 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 and six months ended June 30, 2025 and 2024 are not necessarily indicative of the operating results that may be expected for the full fiscal years ending December 31, 2025 and 2024 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 U.S. Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the interim financial position and results, have been made. The Company’s Condensed Consolidated Financial Statements and the related notes should be read together with the Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
7
The Company evaluates for consolidation those entities it controls through a majority voting interest or otherwise, including those Silvercrest Funds over which the general partner or equivalent is presumed to have control, for example, by virtue of the limited partners not being able to remove the general partner. The initial step in determining whether a fund for which SLP is the general partner is required to be consolidated is assessing whether the fund is a variable interest entity (“VIE”) or a voting interest entity (“VoIE”).
SLP then considers whether the fund is a VoIE in which the unaffiliated limited partners have substantive “kick-out” rights that provide the ability to dissolve (liquidate) the limited partnership or otherwise remove the general partner without cause. SLP considers the “kick-out” rights to be substantive if the general partner for the fund can be removed by the vote of a simple majority of the unaffiliated limited partners and there are no significant barriers to the unaffiliated limited partners’ ability to exercise these rights in that among other things, (1) there are no conditions or timing limits on when the rights can be exercised, (2) there are no financial or operational barriers associated with replacing the general partner, (3) there are a number of qualified replacement investment advisors that would accept appointment at the same fee level, (4) each fund’s documents provide for the ability to call and conduct a vote, and (5) the information necessary to exercise the kick-out rights and related vote are available from the fund and its administrator.
If the fund is a VIE, SLP then determines whether it has a variable interest in the fund, and if so, whether SLP is the primary beneficiary. In determining whether SLP is the primary beneficiary, SLP evaluates its control rights as well as economic interests in the entity held either directly or indirectly by SLP. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that SLP is not the primary beneficiary, a quantitative analysis may also be performed. Amendments to the governing documents of the respective Silvercrest Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, SLP assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.
During the three and six months ended June 30, 2025 and 2024, each fund is deemed to be a VoIE, and neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.
Non-controlling Interest
As of June 30, 2025, Silvercrest holds approximately
Translation of Non-U.S. Currency Amounts
Assets and liabilities of non-U.S. subsidiaries that have a foreign currency as their functional currency are re-measured to U.S. dollars at quarter-end exchange rates, and revenues and expenses are re-measured at average rates of exchange prevailing during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in other (expense) income, net in the Condensed Consolidated Statements of Operations.
Segment Reporting
The Company views its operations as comprising
8
The following table presents the segment revenue and significant expenses for the three months ended June 30, 2025.
|
|
For the Three Months |
|
|
For The Six Months |
|
|
||
|
|
2025 |
|
|
2025 |
|
|
||
Revenue |
|
|
|
|
|
|
|
||
Managed accounts |
|
$ |
|
|
$ |
|
|
||
Silvercrest funds |
|
|
|
|
|
|
|
||
Tax and family office services |
|
|
|
|
|
|
|
||
Fund administration |
|
|
|
|
|
|
|
||
Total revenue |
|
|
|
|
|
|
|
||
Expenses |
|
|
|
|
|
|
|
||
Compensation and benefits |
|
|
|
|
|
|
|
||
Occupancy and related |
|
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
|
||
Portfolio and systems expense |
|
|
|
|
|
|
|
||
Travel |
|
|
|
|
|
|
|
||
Other segment items |
|
|
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
|
||
Other income (expense), net |
|
|
|
|
|
|
|
||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
Interest and other income |
|
|
|
|
|
|
|
||
Total other income (expense), net |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Provision for income taxes |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
|
||
Use of Estimates
The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues, expenses and other income reported in the Condensed Consolidated Financial Statements and the accompanying notes. Actual results could differ from those estimates. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, determination of equity-based compensation, accounting for income taxes, determination of the useful lives of long-lived assets, and other matters that affect the Condensed Consolidated Financial Statements and related disclosures.
Cash and Cash Equivalents
The Company considers all highly liquid securities with original maturities of
Equity Method Investments
The Company accounts for investment activities related to entities over which the Company exercises significant influence but do not meet the requirements for consolidation, 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
9
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 as of June 30, 2025 and December 31, 2024. 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.
Receivables and Due from Silvercrest Funds
Receivables consist primarily of amounts for management and advisory fees, performance fees, and allocations and family office service fees due from clients and are stated as net realizable value. The Company maintains an allowance for doubtful receivables based on estimates of expected losses and specific identification of uncollectible accounts. The Company charges actual losses to the allowance when incurred.
Furniture, Equipment and Leasehold Improvements
Furniture, equipment and leasehold improvements consist primarily of furniture, fixtures and equipment, computer hardware and software and leasehold improvements and are recorded at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the assets’ estimated useful lives, which for leasehold improvements is the lesser of the lease term or the life of the asset, generally
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. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future growth rates used to produce financial projections and the selection of unobservable inputs and other assumptions. The inputs used in establishing the fair value are in most cases unobservable and reflect the Company’s own judgments about the assumptions market participants would use in pricing the assets acquired and liabilities assumed. Contingent consideration is recorded as part of the purchase price when such contingent consideration is not based on continuing employment of the selling shareholders. Contingent consideration that is related to continuing employment is recorded as compensation expense. Payments made for contingent consideration recorded as part of an acquisition’s purchase price are reflected as financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.
The Company remeasures the fair value of contingent consideration at each reporting period using a probability-adjusted discounted cash flow method based on significant inputs not observable in the market and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings. Contingent consideration payments that exceed the acquisition date fair value of the contingent consideration are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows.
The excess of the purchase price over the fair value of the identifiable assets acquired, including intangibles, and liabilities assumed is recorded as goodwill. The Company generally uses valuation specialists to perform appraisals and assist in the determination of the fair values of the assets acquired and liabilities assumed. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the assets and liabilities. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed. Any adjustments to provisional amounts that are identified during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Goodwill and Intangible Assets
Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is not amortized but is evaluated for impairment at least annually, on October 1st of each year, or whenever events or circumstances indicate that impairment may have occurred.
The Company accounts for Goodwill under Accounting Standard Codification (“ASC”) No. 350, “Intangibles - Goodwill and Other,” which provides an entity the option to first perform a qualitative assessment of whether a reporting unit’s fair value is more likely than not less than its carrying value, including goodwill. In performing its qualitative assessment, an entity considers the extent to which adverse events or circumstances identified, such as changes in economic conditions, industry and market conditions or entity specific
10
events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If an entity concludes that the fair value of a reporting unit is more likely than not less than its carrying amount, the entity is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and, accordingly, measure the amount, if any, of goodwill impairment loss to be recognized for that reporting unit. The Company utilized this option when performing its annual impairment assessment and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.
The Company has
Intangible 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 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 exceed their fair value.
Identifiable finite-lived intangible assets are amortized over their estimated useful lives ranging from
Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount of the asset may not be recoverable. In connection with such review, the Company also reevaluates the periods of depreciation and amortization for these assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value.
Treasury Stock
On July 29, 2021, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $
As of December 31, 2023, the Company had purchased
On August 16, 2024, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $
As of June 30, 2025, the Company had purchased
On May 23, 2025, the Company announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $
As of June 30, 2025, the Company had purchased
11
Treasury stock is accounted for under the cost method and is included as a deduction from equity in the Company’s Equity section of the Condensed Consolidated Statement of Financial Condition. Upon any subsequent retirement or resale, the treasury stock account is reduced by the cost of such stock.
Partner Distributions
Partner incentive allocations, which are determined by the general partner, can be formula-based or discretionary. Partner incentive allocations are treated as compensation expense and recognized in the period in which they are earned. In the event there is insufficient distributable cash flow to make incentive distributions, the general partner in its sole and absolute discretion may determine not to make any distributions called for under the partnership agreement. The remaining net income or loss after partner incentive allocations is generally allocated to unit holders based on their pro rata ownership.
Redeemable Partnership Units
If a principal of SLP is terminated for cause, SLP has the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees or (ii) the purchase price paid by the terminated principal to first acquire the Class B units.
SLP also makes distributions to its partners of various nature including incentive payments, profit distributions and tax distributions. The profit distributions and tax distributions are accounted for as equity transactions.
Class A Common Stock
The Company’s Class A stockholders are entitled to
Class B Common Stock
Shares of the Company’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, the Company will issue the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of the Company’s Class B common stock will be redeemed for its par value and cancelled by the Company if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP and the terms of the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan (as amended, the “2012 Equity Incentive Plan”). The Company’s Class B stockholders will be entitled to
12
Revenue Recognition
The Company generates revenue from management and advisory fees, performance fees and allocations, and family office services fees. Management and advisory fees and performance fees and allocations are generated by managing assets on behalf of separate accounts and acting as investment adviser for various investment funds. Performance fees and allocations also relate to assets managed in external investment strategies in which the Company has a revenue sharing arrangement and in funds in which the Company has no partnership interest. 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 and allocations is recorded at the conclusion of the contractual performance period when all contingencies are resolved. 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 discretionary investment management agreements for the Company’s 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 the Company’s 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 the Company upon
The management and advisory fees are primarily driven by the level of the Company’s assets under management. The assets under management increase or decrease based on the net inflows or outflows of funds into the Company’s various investment strategies and the investment performance of its clients’ accounts. In order to increase the Company’s assets under management and expand its business, the Company must develop and market investment strategies that suit the investment needs of its target clients and provide attractive returns over the long term. The Company’s ability to continue to attract clients will depend on a variety of factors including, among others:
The majority of management and advisory fees that the Company earns on separately managed accounts are based on the value of assets under management on the last day of each calendar quarter. Most of the management and advisory fees are billed quarterly in advance on the first day of each calendar quarter. The Company’s basic annual fee schedule for management of clients’ assets in separately managed accounts is generally: (i) for managed equity or balanced portfolios,
Management fees earned on investment funds that the Company advises 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 the Company’s private fund clients, the fees range from
13
The Company’s management and advisory fees may fluctuate based on a number of factors, including the following:
The Company’s performance fees and allocations may fluctuate based on performance with respect to accounts and funds on which the Company is paid incentive fees and allocations.
The Company’s family office services capabilities enable us to provide comprehensive and integrated services to its clients. The Company’s 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 the Company performs 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. 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.
The Company accounts for performance-based revenue in accordance with “Topic 606, Revenue from Contracts with Customers” (“ASC 606”) 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, 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 once the performance fee or allocation, as applicable, has crystallized. As a result, there is no estimate or variability in the consideration when revenue is recorded.
Equity-Based Compensation
Equity-based compensation cost relating to the issuance of share-based awards to employees is based on the fair value of the award at the date of grant, which is expensed ratably over the requisite service period, net of estimated forfeitures. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Therefore, changes in the forfeiture assumptions may affect the timing of the total amount of expense recognized over the vesting period. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. Equity-based awards that do not require future service are expensed immediately. Equity-based awards that have the potential to be settled in cash at the election of the employee or prior to the reorganization related to redeemable partnership units are classified as liabilities (“Liability Awards”) and are adjusted to fair value at the end of each reporting period.
Leases
The Company accounts for leases under “Topic 842, Leases” (“ASC 842”), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. ASC 842 established a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the Condensed Consolidated Statement of Operations.
14
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 any uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the Condensed Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.
The Company 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.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. Significant provisions of the OBBBA include the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the OBBBA and its potential impact on the Company’s Consolidated Financial Statements.
Recent Accounting Developments
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”. Under the ASU, all public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will become effective for the Company for annual periods beginning after December 15, 2024. The Company does not expect the adoption of ASU 2023-09 to have a material effect on the Company's Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses”. Under the ASU, all public business entities are required to disaggregate disclosure of income statement expenses. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories within the footnote to the financial statements. ASU 2024-03 will become effective for the Company for annual periods beginning after December 15, 2026. The Company does not expect the adoption of ASU 2024-03 to have a material effect on the Company's Consolidated Financial Statements.
In May 2025, the FASB issued ASU 2025-03, “Identifying the Accounting Acquirer in a Business Combination”. This ASU clarifies that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. ASU 2025-03 will become effective for the Company for annual periods beginning after December 15, 2026. The Company does not expect the adoption of ASU 2025-03 to have a material effect on the Company's Consolidated Financial Statements.
In May 2025, the FASB issued ASU 2025-04, “Clarifications to Share-Based Consideration Payable by a Customer”. This ASU intends to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, the ASU clarifies that the guidance in ASC 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred.” ASU 2025-04 will become effective for the Company for annual periods beginning after December 15, 2026. The Company does not expect the adoption of ASU 2025-04 to have a material effect on the Company's Consolidated Financial Statements.
15
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS
Investments
Investments include $
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.
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 June 30, 2025 and December 31, 2024, the Company did
At June 30, 2025 and December 31, 2024, financial instruments that are not held at fair value are categorized in the table below:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investments(2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
16
4. RECEIVABLES, NET
The following is a summary of receivables as of June 30, 2025 and December 31, 2024:
|
|
June 30, |
|
|
December 31, |
|
||
Management and advisory fees receivable |
|
$ |
|
|
$ |
|
||
Unbilled receivables |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Receivables |
|
|
|
|
|
|
||
Allowance for doubtful receivables |
|
|
( |
) |
|
|
( |
) |
Receivables, net |
|
$ |
|
|
$ |
|
||
5. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
The following is a summary of furniture, equipment and leasehold improvements, net as of June 30, 2025 and December 31, 2024:
|
|
June 30, |
|
|
December 31, |
|
||
Leasehold improvements |
|
$ |
|
|
$ |
|
||
Furniture and equipment |
|
|
|
|
|
|
||
Artwork |
|
|
|
|
|
|
||
Total cost |
|
|
|
|
|
|
||
Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Furniture, equipment and leasehold improvements, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended June 30, 2025 and 2024 was $
During the three and six months ended June 30, 2024, the Company wrote off assets with a cost of $
6. GOODWILL
The following is a summary of the changes to the carrying amount of goodwill for the six months ended June 30, 2025 and the year ended December 31, 2024:
|
|
June 30, |
|
|
December 31, |
|
||
Beginning |
|
|
|
|
|
|
||
Gross balance |
|
$ |
|
|
$ |
|
||
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
Net balance |
|
|
|
|
|
|
||
Ending |
|
|
|
|
|
|
||
Gross balance |
|
|
|
|
|
|
||
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
Net balance |
|
$ |
|
|
$ |
|
||
17
7. INTANGIBLE ASSETS, NET
The following is a summary of intangible assets, net as of June 30, 2025 and December 31, 2024:
|
|
Customer |
|
|
Other |
|
|
Total |
|
|||
Cost |
|
|
|
|
|
|
|
|
|
|||
Balance, January 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Balance, June 30, 2025 |
|
|
|
|
|
|
|
|
|
|||
Useful lives |
|
|
|
|
|
|
|
|||||
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|||
Balance, January 1, 2025 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance, June 30, 2025 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net book value |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cost |
|
|
|
|
|
|
|
|
|
|||
Balance, January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Balance, June 30, 2024 |
|
|
|
|
|
|
|
|
|
|||
Useful lives |
|
|
|
|
|
|
|
|||||
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|||
Balance, January 1, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance, June 30, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net Book Value |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Amortization expense related to intangible assets, net was $
Amortization related to the Company’s finite life intangible assets is scheduled to be expensed over the next five years and thereafter as follows:
Remainder of 2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
8. DEBT
Credit Facility
On June 24, 2013, the subsidiaries of Silvercrest L.P. entered into a $
18
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
As of June 30, 2025 and December 31, 2024, the Company did
9. 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 June 30, 2025 and 2024 amounted to $
Rent expense charged to operations for the six months ended June 30, 2025 and 2024 amounted to $
As security for performance under the leases, the Company is required to maintain letters of credit in favor of the landlord totaling $
In December 2015, the Company extended its lease related to its New York City office space. The amended lease commenced on
In February 2025, the Company entered into a lease agreement for office space in Singapore. The lease commenced on
19
The components of lease expense for the three and six months ended June 30, 2025 and 2024 were as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
Operating Lease Cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Financing Lease Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of ROU assets |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
||||
Future minimum lease payments and rentals under lease agreements for office space are as follows:
|
|
Operating Leases |
|
|
Non-cancellable |
|
|
Operating Lease |
|
|||
Remainder of 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
2029 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted-average remaining lease term – operating leases (months) |
|
|
|
|
|
|
|
|
|
|||
Weighted-average discount rate |
|
|
|
|
|
|
|
|
% |
|||
The aggregate principal balance of finance leases was $
The assets relating to finance leases that are included in equipment as of June 30, 2025 and December 31, 2024 are as follows:
|
|
June 30, |
|
|
December 31, |
|
||
Finance lease assets included in furniture and equipment |
|
$ |
|
|
$ |
|
||
Less: Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
Depreciation expense relating to finance lease assets was $
Future minimum lease payments under finance leases are as follows:
|
|
Future Minimum Lease |
|
|
Remainder of 2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
— |
|
Thereafter |
|
|
— |
|
Total |
|
$ |
|
|
Weighted-average remaining lease term – finance leases (months) |
|
|
|
|
Weighted-average discount rate |
|
|
% |
|
20
10. EQUITY
SLP has historically made, and will continue to make, distributions of its net income to the holders of its partnership units for income tax purposes as required under the terms of its Second Amended and Restated Limited Partnership Agreement and also made, and will continue to make, additional distributions of net income under the terms of its Second Amended and Restated Limited Partnership Agreement. Partnership distributions totaled $
Pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, partner incentive allocations are treated as distributions of net income. The remaining net income or loss after partner incentive allocations was generally allocated to the partners based on their pro rata ownership. Net income allocation is subject to the recovery of the allocated losses of prior periods. The Company treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned. During the three months ended June 30, 2025 and 2024, SLP accrued partner incentive allocations of $
Silvercrest—Equity
Silvercrest has the following authorized and outstanding equity:
|
|
Shares at June 30, 2025 |
||||||||||
|
|
Authorized |
|
|
Outstanding |
|
|
Voting Rights |
|
Economic |
||
Common shares |
|
|
|
|
|
|
|
|
|
|
||
Class A, par value $ |
|
|
|
|
|
|
|
1 vote per share (1), (2) |
|
All (1), (2) |
||
Class B, par value $ |
|
|
|
|
|
|
|
1 vote per share (3), (4) |
|
None (3), (4) |
||
Preferred shares |
|
|
|
|
|
|
|
|
|
|
||
Preferred stock, par value $ |
|
|
|
|
|
|
|
See footnote (5) below |
|
See footnote (5) below |
||
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.
21
During the six months ended June 30, 2025, Silvercrest issued the following shares:
Class A Common Stock
|
|
# of |
|
|
|
|
Shares |
|
|
Class A common stock outstanding - January 1, 2025 |
|
|
|
|
Issuance of Class A common stock upon exchange of Class B units for Class A |
|
|
|
|
Purchase of Class A common stock of Silvercrest Asset Management Group Inc. |
|
|
( |
) |
Issuance of Class A common stock upon vesting of restricted stock units |
|
|
|
|
|
|
|
|
|
Class A common shares outstanding – June 30, 2025 |
|
|
|
|
Class B Common Stock
|
|
# of |
|
|
|
|
Shares |
|
|
Class B common stock outstanding - January 1, 2025 |
|
|
|
|
Issuance of Class B common stock |
|
|
|
|
Cancellation of Class B common stock upon exchange of Class B units for Class A |
|
|
( |
) |
Issuance of Class A common stock upon vesting of restricted stock units |
|
|
|
|
|
|
|
|
|
Class B common shares outstanding – June 30, 2025 |
|
|
|
|
The total amount of shares of Class B common stock outstanding and held by principals equals the number of Class B units those individuals hold in SLP. Shares of Silvercrest’s Class B common stock are issuable only in connection with the issuance of Class B units of SLP. When a vested or unvested Class B unit is issued by SLP, Silvercrest will issue to the holder one share of its Class B common stock in exchange for the payment of its par value. Each share of Silvercrest’s Class B common stock will be redeemed for its par value and cancelled by Silvercrest if the holder of the corresponding Class B unit exchanges or forfeits its Class B unit pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of SLP, the terms of the 2012 Equity Incentive Plan of Silvercrest, or otherwise.
11. NOTES RECEIVABLE FROM PARTNERS
Partner contributions to SLP are made in cash,
Notes receivable from SLP’s partners are as follows for the six months ended June 30, 2025 and the year ended December 31, 2024:
|
|
June 30, |
|
|
December 31, |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
New notes issued to partners |
|
$ |
|
|
$ |
— |
|
|
Repayment of notes |
|
|
( |
) |
|
|
( |
) |
Interest accrued and capitalized on notes receivable |
|
|
|
|
|
|
||
Ending balance |
|
$ |
|
|
$ |
|
||
Full recourse notes receivable from SLP’s partners as of June 30, 2025 and December 31, 2024 are $
22
12. RELATED PARTY TRANSACTIONS
During the first six months of 2025 and 2024, the Company provided services to the following, which operate as feeder funds investing through master-feeder or mini-master feeder structures:
The Company also provides services to the following, 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
For the three months ended June 30, 2025 and 2024, the Company earned from the above activities management fee income, which is included in management and advisory fees in the Condensed Consolidated Statements of Operations, of $
13. INCOME TAXES
As of June 30, 2025, the Company had net deferred tax assets of $
23
primarily of assets related to deferred rent expenses offset in part by amounts for differences in the financial statement and tax bases of intangible assets and a deferred tax liability of $
As of December 31, 2024, the Company had a net deferred tax asset of $
The Company has recorded a deferred tax asset associated with net operating losses of its foreign subsidiary. Realization of the deferred tax asset is contingent on the foreign subsidiary generating future taxable income. Given the foreign subsidiary has recently initiated operations and does not yet have a history of sales, the Company has concluded that the deferred tax asset does not currently meet the more-likely-than-not threshold for realizability. Accordingly, a full valuation allowance has been recorded with respect to the net operating losses of the Company’s foreign subsidiary in the amount of $
The current tax expense was $
The current tax expense was $
The current tax expense decreased from the comparable period in 2024 mainly due a reduction in profitability.
Of the total current tax expense for the three months ended June 30, 2025 and 2024, $
Of the total current tax expense for the six months ended June 30, 2025 and 2024, $
In the normal course of business, the Company is subject to examination by federal, state, and local tax regulators. As of June 30, 2025, the Company’s U.S. federal income tax returns for the years 2021 through 2025 are open under the normal three-year statute of limitations and therefore subject to examination.
The guidance for accounting for uncertainty in income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
24
14. REDEEMABLE PARTNERSHIP UNITS
If a principal of SLP is terminated for cause, SLP would have the right to redeem all of the vested Class B units collectively held by the principal and his or her permitted transferees for a purchase price equal to the lesser of (i) the aggregate capital account balance in SLP of the principal and his or her permitted transferees and (ii) the purchase price paid by the terminated principal to first acquire the Class B units.
15. EQUITY-BASED COMPENSATION
Restricted Stock Units and Stock Options
On November 2, 2012, the Company’s board of directors adopted the 2012 Equity Incentive Plan.
A total of
In May 2019, the Company granted
In May 2020, the Company granted
In May 2020, the Company granted
In May 2021, the Company granted
In May 2021, the Company granted
In August 2021, the Company granted
In May 2022, the Company granted
In November 2022, the Company granted
In April 2023, the Company granted
25
In May 2023, the Company granted
In May 2024, the Company granted
In May 2024, the Company granted
In May 2024, the Company granted
In May 2024, the Company granted
A summary of the RSU grants by the Company as of June 30, 2025 and 2024 is presented below:
|
|
Restricted Stock Units Granted |
||||
|
|
Units |
|
|
Fair Value per unit |
|
Total granted at January 1, 2025 |
|
|
|
|
$ |
|
Vested |
|
|
( |
) |
|
$ |
Total granted at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
Total granted at January 1, 2024 |
|
|
|
|
$ |
|
Granted |
|
|
|
|
||
Vested |
|
|
( |
) |
|
$ |
Total granted at June 30, 2024 |
|
|
|
|
$ |
|
A summary of the NQO grants by the Company as of June 30, 2025 and 2024 is presented below:
|
|
Non-Qualified Options Granted |
||||
|
|
Units |
|
|
Fair Value per unit |
|
Total granted at January 1, 2025 |
|
|
|
|
$ |
|
Total granted at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
Total granted at January 1, 2024 |
|
|
|
|
$ |
|
Granted |
|
|
|
|
||
Exercised |
|
|
( |
) |
|
|
Forfeited |
|
|
( |
) |
|
|
Total granted at June 30, 2024 |
|
|
|
|
$ |
|
For the three months ended June 30, 2025 and 2024, the Company recorded compensation expense related to such RSUs and NQOs of $
26
16. DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS
SAMG LLC has a defined contribution
17. SOFT DOLLAR ARRANGEMENTS
*****
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a full-service wealth management firm focused on providing financial advisory and related family office services to ultra-high net worth individuals and institutional investors. In addition to a wide range of investment capabilities, we offer a full suite of complementary and customized family office services for families seeking a comprehensive oversight of their financial affairs. During the three months ended June 30, 2025, our assets under management increased by 4.0% from $35.3 billion to $36.7 billion. During the six months ended June 30, 2025, our assets under management increased by 0.5% from $36.5 billion to $36.7 billion.
The business includes the management of funds of funds, and other investment funds, collectively referred to as the “Silvercrest Funds.” As of June 30, 2025, Silvercrest L.P. has issued Restricted Stock Units exercisable for 137,100 Class B units which entitle the holders thereof to receive distributions from Silvercrest L.P. to the same extent as if the underlying Class B units were outstanding. Net profits and net losses of Silvercrest L.P. will be allocated, and distributions from Silvercrest L.P. will be made, to its current partners pro rata in accordance with their respective partnership units (and assuming the Class B units underlying all restricted stock units are outstanding).
The historical results of operations discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations include those of Silvercrest L.P. and its subsidiaries. As the general partner of Silvercrest L.P., we control its business and affairs and, therefore, consolidate its financial results with ours. The interests of the limited partners’ collective 31.3% partnership interest in Silvercrest L.P. as of June 30, 2025 are reflected in non-controlling interests in our Condensed Consolidated Financial Statements.
Key Performance Indicators
When we review our performance, we focus on the indicators described below:
|
|
For the Three Months |
|
|
For the Six Months |
|
||||||||||
(in thousands except as indicated) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
30,673 |
|
|
$ |
30,993 |
|
|
$ |
62,065 |
|
|
$ |
61,265 |
|
Income before other income (expense), net |
|
$ |
4,041 |
|
|
$ |
5,309 |
|
|
$ |
8,878 |
|
|
$ |
11,213 |
|
Net income |
|
$ |
3,149 |
|
|
$ |
4,380 |
|
|
$ |
7,077 |
|
|
$ |
9,295 |
|
Net income margin |
|
|
10.3 |
% |
|
|
14.1 |
% |
|
|
11.4 |
% |
|
|
15.2 |
% |
Net income attributable to Silvercrest |
|
$ |
1,918 |
|
|
$ |
2,665 |
|
|
$ |
4,387 |
|
|
$ |
5,665 |
|
Adjusted EBITDA (1) |
|
$ |
5,735 |
|
|
$ |
7,232 |
|
|
$ |
12,232 |
|
|
$ |
14,685 |
|
Adjusted EBITDA margin (2) |
|
|
18.7 |
% |
|
|
23.3 |
% |
|
|
19.7 |
% |
|
|
24.0 |
% |
Assets under management at period end (billions) |
|
$ |
36.7 |
|
|
$ |
33.4 |
|
|
$ |
36.7 |
|
|
$ |
33.4 |
|
Average assets under management (billions) (3) |
|
$ |
36.0 |
|
|
$ |
34.0 |
|
|
$ |
36.6 |
|
|
$ |
33.4 |
|
Revenue
We generate revenue from management and advisory fees, performance fees and allocations, 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 and allocations 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 and allocations is recorded at the conclusion of the contractual performance period when all contingencies are
28
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
|
|
For the Three Months |
|
|
For the Six Months |
|
||||||||||
(in billions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Assets Under Management (“AUM”) concentrated in |
|
$ |
23.3 |
|
|
$ |
21.2 |
|
|
$ |
23.3 |
|
|
$ |
21.2 |
|
Average AUM For Discretionary Managed Accounts |
|
$ |
23.3 |
|
|
$ |
21.7 |
|
|
$ |
23.1 |
|
|
$ |
21.4 |
|
Discretionary Managed Accounts Revenue (in millions) |
|
$ |
28.6 |
|
|
$ |
28.9 |
|
|
$ |
57.9 |
|
|
$ |
57.1 |
|
Percentage of management and advisory fees revenue |
|
|
97 |
% |
|
|
97 |
% |
|
|
97 |
% |
|
|
96 |
% |
Private Funds
|
|
For the Three Months |
|
|
For the Six Months |
|
||||||||||
(in billions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
AUM concentrated in Private Funds |
|
$ |
0.4 |
|
|
$ |
0.4 |
|
|
$ |
0.4 |
|
|
$ |
0.4 |
|
Average AUM For Private Funds |
|
$ |
0.4 |
|
|
$ |
0.5 |
|
|
$ |
0.5 |
|
|
$ |
0.4 |
|
Private Funds Revenue (in millions) |
|
$ |
0.8 |
|
|
$ |
1.0 |
|
|
$ |
1.8 |
|
|
$ |
2.0 |
|
Percentage of management and advisory fees revenue |
|
|
3 |
% |
|
|
3 |
% |
|
|
3 |
% |
|
|
3 |
% |
Our management and 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:
29
The majority of management and 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 management and 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, (iii) for the municipal value strategy, 0.65%, (iv) for Cortina’s equity portfolios, 1% on the first $25 million, 0.90% on the next $50 million and 0.80% on the balance, (v) for outsourced chief investment officer portfolios, 0.40% on the first $50 million, 0.32% on the next $50 million and 0.24% on the balance and (vi) for the global value equity strategy, 0.15% per annum on the first AUD1.5 billion, 0.14% per annum on the next AUD1.5 billion, 0.11% per annum on the next AUD1.0 billion, 0.08% per annum on the next AUD1.0 billion and 0.05% per annum above AUD5.0 billion. 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 involve a blended fee rate because 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 0.34% and 0.37% for the three months ended June 30, 2025 and 2024, respectively. Our average annual management fee was 0.34% and 0.37% for the six months ended June 30, 2025 and 2024, 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. Management and advisory fees are also adjusted for any cash flows into or out of a portfolio, where the cash flow represents greater than 10% of the previous quarter-end market value of the portfolio. These cash flow-related adjustments were insignificant for the three and six months ended June 30, 2025 and 2024. Silvercrest L.P. has authority to take fees directly from external custodian accounts of its separately managed accounts.
Our management and advisory fees may fluctuate based on a number of factors, including the following:
Our family office services capabilities enable us to provide comprehensive and integrated services to our clients. Our dedicated group of tax and financial planning professionals provide financial planning, tax planning and preparation, partnership accounting and fund administration and consolidated wealth reporting among other services. Family office services income fluctuates based on both the number of clients for whom we perform these services and the level of agreed-upon fees, most of which are flat fees. Therefore, non-discretionary assets under management, which are associated with family office services, do not typically serve as the basis for the amount of family office services revenue that is recognized.
Expenses
Our expenses consist primarily of compensation and benefits expenses, as well as general and administrative expense including rent, professional services fees, data-related costs and sub-advisory fees. These expenses may fluctuate due to a number of factors, including the following:
30
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.
The components of our compensation expense for the three and six months ended June 30, 2025 and 2024 are as follows:
|
|
For the Three Months |
|
|
For the Six Months |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cash compensation and benefits (1) |
|
$ |
18,404 |
|
|
$ |
18,008 |
|
|
$ |
36,831 |
|
|
$ |
35,323 |
|
Non-cash equity-based compensation expense |
|
|
401 |
|
|
|
485 |
|
|
|
855 |
|
|
|
839 |
|
Total compensation expense |
|
$ |
18,805 |
|
|
$ |
18,493 |
|
|
$ |
37,686 |
|
|
$ |
36,162 |
|
General and Administrative Expenses
General and administrative expenses include occupancy-related costs, professional and outside services fees, office expenses, depreciation and amortization, sub-advisory fees and the costs associated with operating and maintaining our research, trading and portfolio accounting systems. Our costs associated with operating and maintaining our research, trading and portfolio accounting systems and professional services expenses generally increase or decrease in relative proportion to the number of employees retained by us and the overall size and scale of our business operations. Sub-advisory fees will fluctuate based on the level of management fees from funds that utilize sub-advisors.
Other Income
Other income is derived primarily from investment income arising from our investments in various private investment funds that were established as part of our investment strategies. We expect the investment components of other income, in the aggregate, to fluctuate based on market conditions and the success of our investment strategies. Performance fees and allocations 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 and allocations are recorded based on the equity method of accounting. The majority of our performance fees and allocations over the past few years have been earned from our fixed income-related funds.
Non-Controlling Interests
We are the general partner of Silvercrest L.P. and control its business and affairs and, therefore, consolidate its financial results with ours. In light of the limited partners’ interest in Silvercrest L.P., we reflect their partnership interests as non-controlling interests in our Condensed Consolidated Financial Statements.
Provision for Income Tax
We are subject to taxes applicable to C-corporations. Our effective tax rate, and the absolute dollar amount of our tax expense will be offset by the benefits of the tax receivable agreement entered into with our Class B stockholders.
Acquisitions
On December 13, 2018, we executed an Asset Purchase Agreement (the “Neosho Asset Purchase Agreement”) by and among the Company, Silvercrest L.P. (“SLP”), Silvercrest Asset Management Group LLC (“SAMG LLC”) and Neosho Capital LLC (“Neosho” or the “Seller”), and Christopher K. Richey, Alphonse I. Chan, Robert K. Choi and Vincent G. Pandes, each such individual a principal of Neosho, to acquire certain assets of Neosho.
31
Operating Results
Revenue
Our revenues for the three and six months ended June 30, 2025 and 2024 are set forth below:
|
|
For the Three Months Ended June 30, |
|
|||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 vs. 2024 ($) |
|
|
2025 vs. 2024 (%) |
|
||||
Management and advisory fees |
|
$ |
29,515 |
|
|
$ |
29,900 |
|
|
$ |
(385 |
) |
|
|
(1.3 |
)% |
Family office services |
|
|
1,158 |
|
|
|
1,093 |
|
|
|
65 |
|
|
|
5.9 |
% |
Total revenue |
|
$ |
30,673 |
|
|
$ |
30,993 |
|
|
$ |
(320 |
) |
|
|
(1.0 |
)% |
|
|
For the Six Months Ended June 30, |
|
|||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 vs. 2024 ($) |
|
|
2025 vs. 2024 (%) |
|
||||
Management and advisory fees |
|
$ |
59,783 |
|
|
$ |
59,065 |
|
|
$ |
718 |
|
|
|
1.2 |
% |
Family office services |
|
|
2,282 |
|
|
|
2,200 |
|
|
|
82 |
|
|
|
3.7 |
% |
Total revenue |
|
$ |
62,065 |
|
|
$ |
61,265 |
|
|
$ |
800 |
|
|
|
1.3 |
% |
The growth in our assets under management during the three and six months ended June 30, 2025 and 2024 is described below:
|
|
Assets Under Management |
|
|
|||||||||
(in billions) |
|
Discretionary |
|
|
Non-Discretionary |
|
|
Total |
|
|
|||
As of March 31, 2024 |
|
$ |
22.7 |
|
|
$ |
11.8 |
|
|
$ |
34.5 |
|
|
Gross client inflows |
|
|
0.6 |
|
|
|
0.0 |
|
|
|
0.6 |
|
|
Gross client outflows |
|
|
(1.5 |
) |
|
|
— |
|
|
|
(1.5 |
) |
|
Net client flows |
|
|
(0.9 |
) |
|
|
— |
|
|
|
(0.9 |
) |
|
Market (depreciation) |
|
|
(0.2 |
) |
|
|
— |
|
|
|
(0.2 |
) |
|
As of June 30, 2024 |
|
$ |
21.6 |
|
|
$ |
11.8 |
|
|
$ |
33.4 |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|||
As of March 31, 2025 |
|
$ |
22.7 |
|
|
$ |
12.6 |
|
|
$ |
35.3 |
|
|
Gross client inflows |
|
|
0.6 |
|
|
|
0.3 |
|
|
|
0.9 |
|
|
Gross client outflows |
|
|
(1.0 |
) |
|
|
(0.3 |
) |
|
|
(1.3 |
) |
|
Net client flows |
|
|
(0.4 |
) |
|
|
— |
|
|
|
(0.4 |
) |
|
Market appreciation |
|
|
1.4 |
|
|
|
0.4 |
|
|
|
1.8 |
|
|
As of June 30, 2025 |
|
$ |
23.7 |
|
|
$ |
13.0 |
|
|
$ |
36.7 |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|||
As of January 1, 2024 |
|
$ |
21.9 |
|
|
$ |
11.4 |
|
|
$ |
33.3 |
|
|
Gross client inflows |
|
|
1.2 |
|
|
|
0.5 |
|
|
|
1.7 |
|
|
Gross client outflows |
|
|
(2.5 |
) |
|
|
(0.5 |
) |
|
|
(3.0 |
) |
|
Net client flows |
|
|
(1.3 |
) |
|
|
— |
|
|
|
(1.3 |
) |
|
Market appreciation |
|
|
1.0 |
|
|
|
0.4 |
|
|
|
1.4 |
|
|
As of June 30, 2024 |
|
$ |
21.6 |
|
|
$ |
11.8 |
|
|
$ |
33.4 |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|||
As of January 1, 2025 |
|
$ |
23.3 |
|
|
$ |
13.2 |
|
|
$ |
36.5 |
|
|
Gross client inflows |
|
|
1.6 |
|
|
|
0.7 |
|
|
|
2.3 |
|
|
Gross client outflows |
|
|
(1.7 |
) |
|
|
(0.8 |
) |
|
|
(2.5 |
) |
|
Net client flows |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
Market appreciation/(depreciation) |
|
|
0.5 |
|
|
|
(0.1 |
) |
|
|
0.4 |
|
|
As of June 30, 2025 |
|
$ |
23.7 |
|
|
$ |
13.0 |
|
|
$ |
36.7 |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|||
32
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 June 30, 2025 |
|
ANNUALIZED PERFORMANCE |
||||||||||
|
|
INCEPTION |
|
1-YEAR |
|
3-YEAR |
|
5-YEAR |
|
7-YEAR |
|
INCEPTION |
Large Cap Value Composite |
|
4/1/02 |
|
10.1 |
|
12.6 |
|
13.4 |
|
10.7 |
|
9.6 |
Russell 1000 Value Index |
|
|
|
13.7 |
|
12.8 |
|
13.9 |
|
9.6 |
|
8.0 |
Small Cap Value Composite |
|
4/1/02 |
|
-0.1 |
|
7.4 |
|
11.9 |
|
6.0 |
|
9.7 |
Russell 2000 Value Index |
|
|
|
5.5 |
|
7.5 |
|
12.5 |
|
4.9 |
|
7.5 |
Smid Cap Value Composite |
|
10/1/05 |
|
8.7 |
|
8.6 |
|
11.8 |
|
6.4 |
|
9.2 |
Russell 2500 Value Index |
|
|
|
10.5 |
|
10.7 |
|
14.0 |
|
6.9 |
|
7.7 |
Multi Cap Value Composite |
|
7/1/02 |
|
11.4 |
|
11.3 |
|
12.0 |
|
8.5 |
|
9.6 |
Russell 3000 Value Index |
|
|
|
13.3 |
|
12.5 |
|
13.9 |
|
9.3 |
|
8.4 |
Equity Income Composite |
|
12/1/03 |
|
9.6 |
|
9.9 |
|
11.4 |
|
7.7 |
|
10.7 |
Russell 3000 Value Index |
|
|
|
13.3 |
|
12.5 |
|
13.9 |
|
9.3 |
|
8.6 |
Focused Value Composite |
|
9/1/04 |
|
15.1 |
|
8.0 |
|
9.1 |
|
5.7 |
|
9.4 |
Russell 3000 Value Index |
|
|
|
13.3 |
|
12.5 |
|
13.9 |
|
9.3 |
|
8.4 |
Global Value Opportunity Composite |
|
1/1/20 |
|
19.5 |
|
16.2 |
|
15.3 |
|
— |
|
11.0 |
MSCI ACWI Value - Net Index |
|
|
|
15.6 |
|
13.1 |
|
13.0 |
|
— |
|
7.8 |
Small Cap Opportunity Composite |
|
7/1/04 |
|
3.0 |
|
11.4 |
|
11.1 |
|
7.6 |
|
10.4 |
Russell 2000 Index |
|
|
|
7.7 |
|
10.0 |
|
10.0 |
|
5.5 |
|
7.8 |
Small Cap Growth Composite |
|
7/1/04 |
|
6.5 |
|
8.8 |
|
9.2 |
|
8.0 |
|
10.1 |
Russell 2000 Growth Index |
|
|
|
9.7 |
|
12.4 |
|
7.4 |
|
5.7 |
|
8.3 |
Smid Cap Growth Composite |
|
1/1/06 |
|
16.2 |
|
11.3 |
|
8.9 |
|
11.3 |
|
10.7 |
Russell 2500 Growth Index |
|
|
|
8.8 |
|
12.1 |
|
7.5 |
|
7.5 |
|
9.2 |
The Russell 1000 Index is a capitalization-weighted, unmanaged index that measures the 1000 largest 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 2000 Growth Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth.
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 2500 Growth Index is a capitalization-weighted, unmanaged index that includes those Russell 2500 Index companies with higher price-to-book ratios and higher forecasted growth.
The Russell 3000 Value Index is a capitalization-weighted, unmanaged index that measures those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth.
Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024
Our total revenue decreased by $0.3 million, or 1.0%, to $30.7 million for the three months ended June 30, 2025 from $31.0 million for the three months ended June 30, 2024. This decrease was driven by a decrease in the average annual management fee rate.
Total assets under management increased by $3.3 billion, or 9.9%, to $36.7 billion at June 30, 2025 from $33.4 billion at June 30, 2024. The increase was a result of market appreciation of $2.8 billion, client inflows of $5.7 billion and client outflows of
33
$5.2 billion. During the three months ended June 30, 2025 as compared to March 31, 2025, there was an increase of $1.0 billion in discretionary assets under management and an increase of $0.4 billion in non-discretionary assets under management. The increase in assets under management was primarily due to market appreciation, partially offset by net client outflows during the quarter ended June 30, 2025. Sub-advised fund management revenue decreased to $0.2 million for the three months ended June 30, 2025 from $0.3 million for the three months ended June 30, 2024. Proprietary fund management revenue remained flat at $0.7 million for the three months ended June 30, 2025 and June 30, 2024. With respect to our discretionary assets under management, equity assets increased by 7.3% during the three months ended June 30, 2025 and fixed income assets decreased by 1.8% during the same period. For the three months ended June 30, 2025, most of the increase in equity assets came from our large cap growth, SMID growth and international small cap value strategies with composite returns of 16.8%, 15.7% and 15.1%, respectively. As of June 30, 2025, 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.
The following table represents a further breakdown of our assets under management as of the three months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Total AUM as of March 31, |
|
$ |
35.3 |
|
|
$ |
34.5 |
|
Discretionary AUM: |
|
|
|
|
|
|
||
Total Discretionary AUM as of March 31, |
|
|
22.7 |
|
|
|
22.7 |
|
New client accounts/assets (1) |
|
|
0.1 |
|
|
|
— |
|
Closed accounts (2) |
|
|
(0.1 |
) |
|
|
— |
|
Net cash inflow/(outflow) (3) |
|
|
(0.4 |
) |
|
|
(1.0 |
) |
Non-discretionary to Discretionary AUM (4) |
|
|
— |
|
|
|
— |
|
Market appreciation/(depreciation) |
|
|
1.4 |
|
|
|
(0.1 |
) |
Change to Discretionary AUM |
|
|
1.0 |
|
|
|
(1.1 |
) |
Total Discretionary AUM at June 30, |
|
|
23.7 |
|
|
|
21.6 |
|
Change to Non-Discretionary AUM (5) |
|
|
0.4 |
|
|
|
— |
|
Total AUM as of June 30, |
|
$ |
36.7 |
|
|
$ |
33.4 |
|
Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024
Our total revenue increased by $0.8 million, or 1.3%, to $62.1 million for the six months ended June 30, 2025, from $61.3 million for the six months ended June 30, 2024. This increase was driven by market appreciation partially offset by net client outflows.
Total assets under management increased by $3.3 billion, or 9.9%, to $36.7 billion at June 30, 2025 from $33.4 billion at June 30, 2024. From June 30, 2024, there was market appreciation of $2.8 billion, client inflows of $5.7 billion, and client outflows of $5.2 billion. During the six months ended June 30, 2025, from December 31, 2024, there was an increase of $0.4 billion in discretionary assets under management and a decrease of $0.2 billion in non-discretionary assets under management. The increase in assets under management as of June 30, 2025 as compared to December 31, 2024 was primarily due to market appreciation during the period partially offset by net client outflows during the period. Sub-advised fund management revenue decreased to $0.4 million for the six months ended June 30, 2025 from $0.6 million for the six months ended June 30, 2024. Proprietary fund management revenue remained flat at $1.4 million for the six months ended June 30, 2025 and 2024. With respect to our discretionary assets under management, equity assets experienced an increase of 0.7% during the six months ended June 30, 2025 and fixed income assets increased by 4.9% during the same period. For the six months ended June 30, 2025, most of the increase in equity assets came from our focused international value, emerging markets American Depository Receipts and international small cap value strategies with composite returns of 22.5%, 21.7% and 21.0%, respectively. As of June 30, 2025, the composition of our assets under management
34
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.
The following table represents a further breakdown of our assets under management as of six months ended June 30, 2025 and 2024:
|
|
Six Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Total AUM as of January 1, |
|
$ |
36.5 |
|
|
$ |
33.3 |
|
Discretionary AUM: |
|
|
|
|
|
|
||
Total Discretionary AUM as of January 1, |
|
|
23.3 |
|
|
|
21.9 |
|
New client accounts/assets (1) |
|
|
0.5 |
|
|
|
— |
|
Closed accounts (2) |
|
|
(0.1 |
) |
|
|
(0.5 |
) |
Net cash inflow/(outflow) (3) |
|
|
(0.5 |
) |
|
|
(0.9 |
) |
Non-discretionary to Discretionary AUM (4) |
|
|
— |
|
|
|
— |
|
Market appreciation |
|
|
0.5 |
|
|
|
1.1 |
|
Change to Discretionary AUM |
|
|
0.4 |
|
|
|
(0.3 |
) |
Total Discretionary AUM at June 30, |
|
|
23.7 |
|
|
|
21.6 |
|
Change to Non-Discretionary AUM (5) |
|
|
(0.2 |
) |
|
|
0.4 |
|
Total AUM as of June 30, |
|
$ |
36.7 |
|
|
$ |
33.4 |
|
Expenses
Our expenses for the three and six months ended June 30, 2025 and 2024 are set forth below:
|
|
For the Three Months Ended June 30, |
|
|||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 vs. 2024 ($) |
|
|
2025 vs. 2024 (%) |
|
||||
Compensation and benefits (1) |
|
$ |
18,805 |
|
|
$ |
18,493 |
|
|
$ |
312 |
|
|
|
1.7 |
% |
General, administrative and other |
|
|
7,827 |
|
|
|
7,191 |
|
|
|
636 |
|
|
|
8.8 |
% |
Total expenses |
|
$ |
26,632 |
|
|
$ |
25,684 |
|
|
$ |
948 |
|
|
|
3.7 |
% |
|
|
For the Six Months Ended June 30, |
|
|||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 vs. 2024 ($) |
|
|
2025 vs. 2024 (%) |
|
||||
Compensation and benefits (1) |
|
$ |
37,686 |
|
|
$ |
36,162 |
|
|
$ |
1,524 |
|
|
|
4.2 |
% |
General, administrative and other |
|
$ |
15,501 |
|
|
|
13,890 |
|
|
|
1,611 |
|
|
|
11.6 |
% |
Total expenses |
|
$ |
53,187 |
|
|
$ |
50,052 |
|
|
$ |
3,135 |
|
|
|
6.3 |
% |
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 and six months ended June 30, 2025 and 2024. Other expenses, such as rent, professional service fees, data-related costs, and sub-advisory fees incurred are included in our general and administrative expenses in the Condensed Consolidated Statements of Operations.
35
Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024
Total expenses increased by $0.9 million, or 3.7%, to $26.6 million for the three months ended June 30, 2025 from $25.7 million for the three months ended June 30, 2024. This increase was attributable to increases in compensation and benefits expense of $0.3 million and general, administrative and other expenses of $0.6 million.
Compensation and benefits expense increased by $0.3 million, or 1.7% to $18.8 million for the three months ended June 30, 2025 from $18.5 million for the three months ended June 30, 2024. The increase was primarily attributable to an increase in salaries and benefits of $1.2 million primarily as a result of merit-based increases and newly-hired staff, partially offset by decreases in the accrual for bonuses of $0.8 million and equity-based compensation of $0.1 million.
General and administrative expenses increased by $0.6 million, or 8.8%, to $7.8 million for the three months ended June 30, 2025 from $7.2 million for the three months ended June 30, 2024. This was primarily attributable to increases in professional fees of $0.2 million, occupancy and related costs of $0.1 million primarily related to new office space in Singapore, marketing and advertising costs of $0.1 million, shareholder expenses of $0.1 million and travel and entertainment expenses of $0.1 million.
Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024
Total expenses increased by $3.1 million, or 6.3%, to $53.2 million for the six months ended June 30, 2025 from $50.1 million for the six months ended June 30, 2024. This increase was attributable to increases in compensation and benefits expense of $1.5 million and general, administrative and other expenses of $1.6 million.
Compensation and benefits expense increased by $1.5 million, or 4.2% to $37.7 million for the six months ended June 30, 2025 from $36.2 million for the six months ended June 30, 2024. The increase was primarily attributable to an increase in salaries and benefits of $2.7 million primarily as a result of merit-based increases and newly-hired staff, partially offset by decreases in the accrual for bonuses of $1.1 million and severance expense of $0.1 million.
General and administrative expenses increased by $1.6 million, or 11.6%, to $15.5 million for the six months ended June 30, 2025 from $13.9 million for the six months ended June 30, 2024. This was primarily attributable to increases in professional fees of $0.6 million, occupancy and related costs of $0.1 million primarily related to new office space in Singapore, portfolio and systems expense of $0.3 million, shareholder expenses of $0.1 million, marketing and advertising costs of $0.1 million, office expenses of $0.1 million, sub-advisory and referral fees of $0.1 million and travel and entertainment expenses of $0.2 million.
Other Income (Expense), Net
|
|
For the Three Months Ended June 30, |
|
|||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 vs. 2024 ($) |
|
|
2025 vs. 2024 (%) |
|
||||
Other income (expense), net |
|
$ |
20 |
|
|
$ |
7 |
|
|
$ |
13 |
|
|
|
185.7 |
% |
Interest income |
|
|
163 |
|
|
|
289 |
|
|
|
(126 |
) |
|
|
(43.6 |
)% |
Interest expense |
|
|
(15 |
) |
|
|
(29 |
) |
|
|
14 |
|
|
|
(48.3 |
)% |
Total other income (expense), net |
|
$ |
168 |
|
|
$ |
267 |
|
|
$ |
(99 |
) |
|
|
(37.1 |
)% |
|
|
For the Six Months Ended June 30, |
|
|||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 vs. 2024 ($) |
|
|
2025 vs. 2024 (%) |
|
||||
Other income (expense), net |
|
$ |
27 |
|
|
$ |
15 |
|
|
$ |
12 |
|
|
|
80.0 |
% |
Interest income |
|
|
436 |
|
|
|
636 |
|
|
|
(200 |
) |
|
|
(31.4 |
)% |
Interest expense |
|
|
(30 |
) |
|
|
(80 |
) |
|
|
50 |
|
|
|
(62.5 |
)% |
Total other income (expense), net |
|
$ |
433 |
|
|
$ |
571 |
|
|
$ |
(138 |
) |
|
|
(24.2 |
)% |
Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024
Total other income (expense) net decreased to other income of $0.2 million for the three months ended June 30, 2025 from other income of $0.3 million for the three months ended June 30, 2024. Interest income decreased due to lower interest rates and lower balances in interest-bearing accounts. Interest expense decreased because of the maturity and satisfaction of our term loan under our credit facility during 2024.
36
Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024
Total other income (expense) net decreased to other income of $0.4 million for the six months ended June 30, 2025 from other income of $0.6 million for the six months ended June 30, 2024. Interest income decreased due to lower interest rates and lower balances in interest-bearing accounts. Interest expense decreased because of the maturity and satisfaction of our term loan under our credit facility during 2024.
Provision for Income Taxes
Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024
The provision for income taxes was $1.1 million and $1.2 million for the three months ended June 30, 2025 and 2024, respectively. The change was primarily related to decreased profitability during the current period as compared to the prior year. Our provision for income taxes as a percentage of income before provision for income taxes for the three months ended June 30, 2025 and 2024 was 25.2% and 21.4%, respectively.
Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024
The provision for income taxes was $2.2 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively. The change was primarily related to decreased profitability during the current period as compared to the prior year. Our provision for income taxes as a percentage of income before provision for income taxes for the six months ended June 30, 2025 and 2024 was 24.0% and 21.1%, respectively.
37
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.
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.
38
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).
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Reconciliation of non-GAAP financial measure: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
3,149 |
|
|
$ |
4,380 |
|
|
$ |
7,077 |
|
|
$ |
9,295 |
|
GAAP Provision for income taxes |
|
|
1,060 |
|
|
|
1,196 |
|
|
|
2,234 |
|
|
|
2,489 |
|
Delaware Franchise Tax |
|
|
50 |
|
|
|
50 |
|
|
|
100 |
|
|
|
100 |
|
Interest expense |
|
|
15 |
|
|
|
29 |
|
|
|
30 |
|
|
|
80 |
|
Interest income |
|
|
(163 |
) |
|
|
(289 |
) |
|
|
(436 |
) |
|
|
(636 |
) |
Depreciation and amortization |
|
|
1,079 |
|
|
|
1,058 |
|
|
|
2,118 |
|
|
|
2,077 |
|
Equity-based compensation |
|
|
401 |
|
|
|
485 |
|
|
|
855 |
|
|
|
839 |
|
Other adjustments (A) |
|
|
144 |
|
|
|
323 |
|
|
|
254 |
|
|
|
441 |
|
Adjusted EBITDA |
|
$ |
5,735 |
|
|
$ |
7,232 |
|
|
$ |
12,232 |
|
|
$ |
14,685 |
|
Adjusted EBITDA Margin |
|
|
18.7 |
% |
|
|
23.3 |
% |
|
|
19.7 |
% |
|
|
24.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted Net Income and Adjusted Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of non-GAAP financial measure: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
3,149 |
|
|
$ |
4,380 |
|
|
$ |
7,077 |
|
|
$ |
9,295 |
|
GAAP Provision for income taxes |
|
|
1,060 |
|
|
|
1,196 |
|
|
|
2,234 |
|
|
|
2,489 |
|
Delaware Franchise Tax |
|
|
50 |
|
|
|
50 |
|
|
|
100 |
|
|
|
100 |
|
Other adjustments (A) |
|
|
144 |
|
|
|
323 |
|
|
|
254 |
|
|
|
441 |
|
Adjusted earnings before provision for income taxes |
|
|
4,403 |
|
|
|
5,949 |
|
|
|
9,665 |
|
|
|
12,325 |
|
Adjusted provision for income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted provision for income taxes (26% assumed tax rate) |
|
|
(1,145 |
) |
|
|
(1,547 |
) |
|
|
(2,513 |
) |
|
|
(3,205 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted net income |
|
$ |
3,258 |
|
|
$ |
4,402 |
|
|
$ |
7,152 |
|
|
$ |
9,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
GAAP net income per share (B): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.21 |
|
|
$ |
0.28 |
|
|
$ |
0.47 |
|
|
$ |
0.60 |
|
Diluted |
|
$ |
0.21 |
|
|
$ |
0.28 |
|
|
$ |
0.47 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted earnings per share/unit (B): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.26 |
|
|
$ |
0.31 |
|
|
$ |
0.57 |
|
|
$ |
0.65 |
|
Diluted |
|
$ |
0.25 |
|
|
$ |
0.30 |
|
|
$ |
0.54 |
|
|
$ |
0.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares/units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic Class A shares outstanding |
|
|
8,501 |
|
|
|
9,547 |
|
|
|
8,501 |
|
|
|
9,547 |
|
Basic Class B shares/units outstanding |
|
|
4,127 |
|
|
|
4,443 |
|
|
|
4,127 |
|
|
|
4,443 |
|
Total basic shares/units outstanding |
|
|
12,628 |
|
|
|
13,990 |
|
|
|
12,628 |
|
|
|
13,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted Class A shares outstanding (C) |
|
|
8,525 |
|
|
|
9,586 |
|
|
|
8,525 |
|
|
|
9,586 |
|
Diluted Class B shares/units outstanding (D) |
|
|
4,630 |
|
|
|
5,038 |
|
|
|
4,630 |
|
|
|
5,038 |
|
Total diluted shares/units outstanding |
|
|
13,155 |
|
|
|
14,624 |
|
|
|
13,155 |
|
|
|
14,624 |
|
39
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Severance |
|
$ |
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
60 |
|
Other (a) |
|
|
144 |
|
|
|
323 |
|
|
|
254 |
|
|
|
381 |
|
Total other adjustments |
|
$ |
144 |
|
|
$ |
323 |
|
|
$ |
254 |
|
|
$ |
441 |
|
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. We will continue to evaluate our liquidity and financial position on an ongoing basis.
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 consisted of a $7.5 million delayed draw term loan that was scheduled to mature on June 24, 2025, and a $7.5 million revolving credit facility that was scheduled to mature on June 21, 2019. Effective July 1, 2019, the credit facility was increased and consisted of a $25.5 million delayed draw term loan that was to mature on July 1, 2026, and a $10.0 million revolving credit facility with a stated maturity date of June 18, 2024 and a stated term loan draw date of July 1, 2024. On June 17, 2022, the revolving credit facility was amended to replace LIBOR terms with its successor, Secured Overnight Financing Rate (“SOFR”). The loan bears interest at either (a) the higher of the prime rate plus a margin of 0.25 percentage points and 2.5% or (b) the SOFR rate plus 2.80 percentage points, at the borrowers’ option. On February 15, 2022, the credit facility was amended and restated to reflect changes to various definitions and related clauses with respect to the Company’s subsidiaries. On February 15, 2022, the credit facility was amended to reflect changes to various definitions and related clauses with respect to the Company’s subsidiaries. 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. On June 18, 2024, the subsidiaries of Silvercrest L.P. and City National Bank entered into an Amendment and Restatement Agreement, which amends and restates the credit facility (as so amended and restated, the “A&R Credit Agreement”) whereby, among other items, (i) the term loan maturity date was extended until June 18, 2027, (ii) the term loan draw date was extended to June 18, 2025, (iii) the term loan commitment was decreased from $25.5 million to $10.0 million as a result of the repayment in full of the existing term loans previously borrowed under the Credit Agreement, and (iv) the $10.0 million revolving credit facility maturity date was extended until June 18, 2025. Additionally, the quarterly installments due upon termination of the term loan commitment were revised to equal 5% of the aggregate principal amount of term loans outstanding as of June 18, 2025 (after giving effect to any term loan made on such date). The fee structure was amended so as to provide for an upfront fee of $15,000 and additional commitment fee of up to $100,000 payable in three installments of $33,333.33 each, subject to the terms of the A&R Credit Agreement, and the unused line fee with respect to the term loan commitment was increased to 0.75% per annum times the actual daily amount of unused term loan commitment for the immediately preceding fiscal quarter. The credit agreement and all other loan documents between the Credit Parties and City National Bank continued in full force and effect. On June 18, 2025, the Credit Parties and City National Bank entered into the First Amendment to the A&R Credit Agreement (the “First Amendment”), whereby, among other items, (i) the term loan maturity date was extended until June 18, 2028, subject to two one-year extensions to June 18, 2030 upon the request of the Credit Parties so long as no Default or Event of Default (each as defined in the First
40
Amendment) exists, (ii) the revolving credit facility maturity date was extended until June 18, 2026, and (iii) the term loan draw date was extended to June 18, 2026. The fee structure was amended so as to provide for additional annual yearly payments of $33,333.33, subject to the terms of the First Amendment. As of June 30, 2025 and December 31, 2024, we had $0 outstanding under the term loan. We were in compliance with the covenants under the credit facility as of June 30, 2025.
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, payment of the prior year’s annual performance fees and allocations, 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.
The following table sets forth certain key financial data relating to our liquidity and capital resources as of June 30, 2025 and December 31, 2024.
|
|
As of |
|
|||||
(in thousands) |
|
June 30, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
30,041 |
|
|
$ |
68,611 |
|
Accounts receivable |
|
$ |
13,129 |
|
|
$ |
12,225 |
|
Due from Silvercrest Funds |
|
$ |
875 |
|
|
$ |
945 |
|
We anticipate that distributions to the limited partners of Silvercrest L.P. will continue to be a material use of our cash resources and will vary in amount and timing based on our operating results and dividend policy. We pay and intend to continue paying quarterly cash dividends to holders of our Class A common stock. We are a holding company and have no material assets other than our ownership of interests in Silvercrest L.P. As a result, we will depend upon distributions from Silvercrest L.P. to pay any dividends to our Class A stockholders. We expect to cause Silvercrest L.P. to make distributions to us in an amount sufficient to cover dividends, if any, declared by us. Our dividend policy has certain risks and limitations, particularly with respect to liquidity. Although we expect to pay dividends according to our dividend policy, we may not pay dividends according to our policy, or at all, if, among other things, we do not have the cash necessary to pay our intended dividends or our subsidiaries are prevented from making a distribution to us under the terms of our current credit facility or any future financing. To the extent we do not have cash on hand sufficient to pay dividends, we may decide not to pay dividends. By paying cash dividends rather than investing that cash in our future growth, we risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our operations or unanticipated capital expenditures, should the need arise.
Our purchase of Class B units in Silvercrest L.P. that occurred concurrently with the consummation of our initial public offering, and the future exchanges of Class B units of Silvercrest L.P., are expected to result in increases in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P. at the time of our acquisition and these future exchanges, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of tax that we would otherwise be required to pay in the future. We entered into a tax receivable agreement with the current principals of Silvercrest L.P. and any future employee-holders of Class B units pursuant to which we agreed to pay them 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of these increases in tax basis and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments thereunder. The timing of these payments is currently unknown. The payments to be made pursuant to the tax receivable agreement will be a liability of Silvercrest and not Silvercrest L.P., and thus this liability has been recorded as an “other liability” on our Condensed Consolidated Statement of Financial Condition. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P.
The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount and timing of our income and the tax rates then applicable. Nevertheless, we expect that as a result of the size of the increases in the tax basis of our tangible and intangible assets, the payments that we may make under the tax receivable agreement likely will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased depreciation and amortization of our assets, we expect that future payments to the selling principals of Silvercrest L.P. in respect of our purchase of Class B units
41
from them will aggregate approximately $10.2 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.
Cash Flows
The following table sets forth our cash flows for the six months ended June 30, 2025 and 2024. Operating activities consist of net income subject to adjustments for changes in operating assets and liabilities, depreciation, and equity-based compensation expense. Investing activities consist primarily of acquiring and selling property and equipment, and cash paid as part of business acquisitions. Financing activities consist primarily of contributions from partners, distributions to partners, dividends paid on Class A common stock, the issuance and payments on partner notes, other financings, and earnout payments related to business acquisitions.
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Net cash used in operating activities |
|
$ |
(10,865 |
) |
|
$ |
(8,107 |
) |
Net cash used in investing activities |
|
|
(872 |
) |
|
|
(957 |
) |
Net cash used in financing activities |
|
|
(26,835 |
) |
|
|
(11,274 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
2 |
|
|
|
(16 |
) |
Net change in cash |
|
$ |
(38,570 |
) |
|
$ |
(20,354 |
) |
Operating Activities
Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024
For the six months ended June 30, 2025 and 2024, operating activities used $10.9 million and $8.1 million, respectively. This difference is primarily the result of decreases in net income of $2.2 million, accrued compensation of $2.9 million, prepaid and other expenses of $0.6 million and non-cash lease expense of 1.3 million, partially offset by increases in distributions received from investment funds of $1.2 million, operating lease liabilities of $1.2 million, deferred tax expense of $0.1 million, accounts payable and accrued expenses of $0.3 million and receivables and due from Silvercrest funds of $1.4 million.
Investing Activities
Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024
For the six months ended June 30, 2025 and 2024, investing activities used $0.9 million and $1.0 million, respectively. The primary use of cash during the six months ended June 30, 2025 and 2024 was for the acquisition of furniture and equipment and for leasehold improvements.
Financing Activities
Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024
For the six months ended June 30, 2025 and 2024, financing activities used $26.8 million and $11.3 million, respectively. During the six months ended June 30, 2025 and 2024, the Company repaid $0 and $2.7 million, respectively, of principal on the term loan with City National Bank. Distributions to partners during the six months ended June 30, 2025 and 2024 were $4.2 million and $4.9 million, respectively. During the six months ended June 30, 2025 and 2024, the Company paid dividends of $3.7 million and $3.6 million, respectively, to Class A shareholders. During the six months ended June 30, 2025 and 2024, we received payments from partners on notes receivable of $0.1 million and $0.1 million, respectively. During the six months ended June 30, 2025 and 2024, we made earnout payments of $0 and $0.1 million, respectively. During the six months ended June 30, 2025 and 2024, we purchased approximately 1,226,000 and 262,000 shares of Class A common stock of Silvercrest Asset Management Group Inc., respectively, at a cost of $19.1 million and $5.0 million, respectively.
We anticipate that distributions to principals of Silvercrest L.P. will continue to be a material use of our cash resources, and will vary in amount and timing based on our operating results and dividend policy.
As of June 30, 2025 and December 31, 2024, there was nothing outstanding under the term loan with City National Bank.
As of June 30, 2025 and December 31, 2024, there were no borrowings outstanding on our revolving credit facility with City National Bank.
42
Critical Accounting Policies and Estimates
There have been no changes to our critical accounting policies during the six months ended June 30, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 6, 2025.
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 606-10-32, 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 once the performance fee has crystallized. As a result, there is no estimate or variability in the consideration when revenue is recorded.
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:
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) |
|
|||||||||||||
June 30, 2025 AUM |
|
$ |
25.1 |
|
|
$ |
5.6 |
|
|
$ |
6.0 |
|
|
$ |
36.7 |
|
December 31, 2024 AUM |
|
$ |
24.7 |
|
|
$ |
6.1 |
|
|
$ |
5.7 |
|
|
$ |
36.5 |
|
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, 2024 and Item 3. “– Qualitative and Quantitative Disclosures Regarding Market Risk.”
43
The average value of our assets under management for the three and six months ended June 30, 2025 was approximately $36.0 and $36.6 billion, respectively. 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 $3.6 and $3.7 billion for the three and six months ended June 30, 2025, respectively, which would cause an annualized increase or decrease in revenues of approximately $12.3 and $12.4 million, respectively, for the three and six months ended June 30, 2025, at a weighted average fee rate for the three and six months ended June 30, 2025 of 0.34% and 0.34%, respectively.
The average value of our assets under management for the year ended December 31, 2024 was approximately $34.9 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 $3.5 billion for the year ended December 31, 2024, which would cause an annualized increase or decrease in revenues of approximately $12.4 million for the year ended December 31, 2024, at a weighted average fee rate for the year ended December 31, 2024 of 0.35%.
Recently Issued Accounting Pronouncements
Information regarding recent accounting developments and their impact on the Company can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in this filing.
Item 3. Quantitative and Qualitative 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 June 30, 2025 and 2024 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 June 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at June 30, 2025.
Internal Control over Financial Reporting
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Report of Management on Internal Control Over Financial Reporting
Company management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Furthermore, the
44
effectiveness of internal controls can change with circumstances. Company management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the 2013 version of the Internal Control - Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on that assessment, management concluded that our internal control over financial reporting was effective as of June 30, 2025.
45
PART II - Other Information
Item 1. Legal Proceedings
We are not a party to any material legal proceedings.
Item 1A. Risk Factors
There have been no material changes made during the second quarter of 2025 to any risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Recent Sales of Unregistered Securities
Not applicable
(b) Use of Proceeds
Not applicable
(c) Issuer Purchases of Equity Securities
The following table presents information with respect to purchases of our Class A common stock made during the quarter ended June 30, 2025.
Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plan or Program |
|
||||
April 1 - April 30, 2025 |
|
|
226,800 |
|
|
$ |
15.69 |
|
|
|
226,800 |
|
|
$ |
1,273 |
|
May 1 - May 31, 2025 |
|
|
375,249 |
|
|
$ |
14.55 |
|
|
|
375,249 |
|
|
$ |
19,545,212 |
|
June 1 - June 30, 2025 |
|
|
406,721 |
|
|
$ |
15.03 |
|
|
|
406,721 |
|
|
$ |
13,425,549 |
|
Total |
|
|
1,008,770 |
|
|
$ |
15.19 |
|
|
|
1,008,770 |
|
|
|
|
|
As of June 30, 2025, the Company had purchased 709,687 shares of Class A common stock pursuant to the 2024 Repurchase Program for an aggregate price of approximately $12,119.
On May 22, 2025, Silvercrest Asset Management Group Inc. (the “Company”) announced that its Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $25,000,000 of the Company’s outstanding Class A common stock (the “2025 Repurchase Program”). Repurchases under the 2025 Repurchase Program may be made using either cash on hand, borrowings under the Company’s existing credit facilities or other sources. Under the 2025 Repurchase Program, the Company intends to repurchase shares through market purchases, privately-negotiated transactions, block purchases, one or more 10b5-1 share trading plans to be established with one or more banks or brokers or otherwise in accordance with all applicable federal and state securities laws and regulations. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Class A common stock.
As of June 30, 2025, the Company had purchased 781,970 shares of Class A common stock pursuant to the 2025 Repurchase Program for an aggregate price of approximately $11,690.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
46
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2025, no director or officer of the Company who is required to file reports under Section 16 of the Exchange Act
Item 6. Exhibits
Exhibit |
|
Description |
|
|
|
4.4+
|
|
Amendment to the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan, as amended (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed April 30, 2025). |
|
|
|
10.1 |
|
First Amendment to the Amended and Restated Credit Agreement, dated as of June 18, 2025, among Silvercrest Asset Management Group LLC, Silvercrest Investors LLC, Silvercrest Investors II LLC and Silvercrest Financial Services, Inc., as borrowers, City National Bank, a national banking association, and acknowledged by Silvercrest L.P., as guarantor. (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed June 18, 2025). |
|
|
|
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** |
|
Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH** |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
104** |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
** Filed herewith
*** Furnished herewith
+ Constitutes a management contract or compensatory plan or arrangement.
47
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: |
July 31, 2025 |
|
Richard R. Hough III |
|
|
|
|
Chairman, Chief Executive Officer and President |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
/s/ Scott A. Gerard |
|
Date: |
July 31, 2025 |
|
Scott A. Gerard |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(Principal Financial and Accounting Officer) |
|
48
FAQ
What was enVVeno Medical’s (NVNO) net loss for Q2 2025?
How much cash does NVNO have and how long will it last?
What is the status of the VenoValve FDA approval process?
What were the key two-year clinical results for VenoValve?
When will the enVVe transcatheter valve enter pivotal trials?
Did operating expenses change significantly year-over-year?
