What changed in this filing

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Item 1. Financial Statements

2021-11-04 compared with 2021-07-29 · 203 added, 139 removed, 793 unchanged (30% of the section changed)

3 unchanged sentences

(In thousands, except share and par value data)

September 30,

Cash and cash equivalents

17 unchanged sentences

Preferred Stock, par value $ 0.01 , 10,000,000 shares authorized;

none issued and outstanding, as of June 30, 2021 and December 31, 2020

none issued and outstanding, as of September 30, 2021 and December 31, 2020

Class A common stock, par value $ 0.01 , 50,000,000 shares authorized;

9,669,760 and 9,650,692 issued and outstanding, as of June 30, 2021 and December 31, 2020, respectively

9,680,411 and 9,653,214 shares issued and outstanding as of September 30, 2021, respectively;

9,650,692 shares issued and outstanding as of December 31, 2020

Class B common stock, par value $ 0.01 , 25,000,000 shares authorized;

4,781,844 and 4,721,646 issued and outstanding, as of June 30, 2021 and December 31, 2020, respectively

4,815,460 and 4,721,646 issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively

Additional Paid-In Capital

Treasury stock, at cost, 27,197 and 0 shares as of September 30, 2021 and December 31, 2020, respectively

Retained earnings

6 unchanged sentences

(In thousands, except share and per share data)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Management and advisory fees

Performance fees

Family office services

36 unchanged sentences

June 30, 2020

Distributions to partners

Repayment of notes receivable from partners

Equity-based compensation

Deferred tax, net of amounts payable under tax receivable agreement

Accrued interest on notes receivable from partners

Share conversion

Dividends paid on Class A common stock - $ 0.16 per share

September 30, 2020

See accompanying notes to condensed consolidated financial statements.

Silvercrest Asset Management Group Inc.

Sil vercrest Asset Management Group Inc.

Condensed Consolidated Statements of Changes in Equity

21 unchanged sentences

June 30, 2021

Distributions to partners

Issuance of notes receivable from partners

Issuance of Class B shares

Repayment of notes receivable from partners

Equity-based compensation

Deferred tax, net of amounts payable under tax receivable agreement

Accrued interest on notes receivable from partners

Share conversion

Purchase of shares of Class A common stock of Silvercrest Asset Management Group Inc.

Dividends paid on Class A common stock - $ 0.17 per share

September 30, 2021

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Six months ended June 30,

Nine months ended September 30,

Cash Flows From Operating Activities

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Equity-based compensation

12 unchanged sentences

Deferred and other liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash Flows From Investing Activities

7 unchanged sentences

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

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Six months ended June 30,

Nine months ended September 30,

Supplemental Disclosures of Cash Flow Information

8 unchanged sentences

in conjunction with the acquisition of Neosho, par value $ 0.01

Issuance of Class B shares of Silvercrest L.P.

in conjunction with the acquisition of Cortina

Issuance of Class B shares of Silvercrest L.P.

in conjunction with the acquisition of Cortina, par value $ 0.01

Accrued dividends

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

As of June 30, 2021 and December 31, 2020 and for the Three and Six Months ended June 30, 2021 and 2020

As of September 30, 2021 and December 31, 2020 and for the Three and Nine Months ended September 30, 2021 and 2020

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

31 unchanged sentences

The payments to be made pursuant to the tax receivable agreement are a liability of Silvercrest and not Silvercrest L.P.

As of June 30, 2021, this liability is estimated to be $ 9,466 and is included in deferred tax and other liabilities in the Condensed Consolidated Statements of Financial Condition.

As of September 30, 2021, this liability is estimated to be $ 9,513 and is included in deferred tax and other liabilities in the Condensed Consolidated Statements of Financial Condition.

Silvercrest expects to benefit from the remaining 15 % of cash savings realized, if any.

16 unchanged sentences

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 and Silvercrest Investors III LLC as of June 30, 2021 and December 31, 2020 and for the three and six months ended June 30, 2021 and 2020.

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 and Silvercrest Investors III LLC as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020.

All intercompany transactions and balances have been eliminated.

The Condensed Consolidated Statement of Financial Condition at December 31, 2020 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, 2021 and 2020 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2021 and 2020 or any future period.

The results of operations for the three and nine months ended September 30, 2021 and 2020 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2021 and 2020 or any future period.

The Condensed Consolidated Financial Statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

12 unchanged sentences

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, 2021 and 2020, each fund is deemed to be a VoIE and neither SLP nor Silvercrest consolidated any of the Silvercrest Funds.

During the three and nine months ended September 30, 2021 and 2020, 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, 2021, Silvercrest holds approximately 66.9 % of the economic interests in SLP.

As of September 30, 2021, Silvercrest holds approximately 66.8 % of the economic interests in SLP.

Silvercrest is the sole general partner of SLP and, therefore, controls the management of SLP.

17 unchanged sentences

The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment when the loss in value is deemed other than temporary.

The Company’s equity method investments approximate their fair value at June 30, 2021 and December 31, 2020.

The Company’s equity method investments approximate their fair value at September 30, 2021 and December 31, 2020.

The fair value of the equity method investments is estimated based on the Company’s share of the fair value of the net assets of the equity method investee.

No impairment charges related to equity method investments were recorded during the three and six months ended June 30, 2021 or 2020.

No impairment charges related to equity method investments were recorded during the three and nine months ended September 30, 2021 or 2020.

Receivables and Due from Silvercrest Funds

29 unchanged sentences

The Company utilized this option when performing its annual impairment assessment in 2020 and 2019 and concluded that its single reporting unit’s fair value was more likely than not greater than its carrying value, including goodwill.

The Company has one reporting unit at June 30, 2021 and December 31, 2020.

No goodwill impairment charges were recorded during the three and six months ended June 30, 2021 and 2020.

The Company has one reporting unit at September 30, 2021 and December 31, 2020.

No goodwill impairment charges were recorded during the three and nine months ended September 30, 2021 and 2020.

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.

11 unchanged sentences

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 had approved a share repurchase program authorizing the Company to repurchase up to $ 15,000,000 of the Company’s outstanding Class A common stock (the “Repurchase Program”).

Repurchases under the Repurchase Program may be made using either cash on hand, borrowings under the Company’s existing credit facilities or other sources, or (a) one or more 10b5-1 share trading plans, to be established with one or more banks or brokers (the “Trading Plans”), (b) pursuant to accelerated share repurchase programs with one or more investment banks or other financial intermediaries (the “ASR Programs”), or (c) through repurchases to be made outside of the Trading Plans or ASR Programs but in compliance with all applicable requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the safe harbor provided by Exchange Act Rule 10b-18, and consummated during an open trading window under the Company’s insider trading policy.

The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Common Stock.

As of September 30, 2021, the Company had purchased 27,197 shares of Class A common stock for an aggregate price of approximately $ 418 .

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

72 unchanged sentences

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.

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.

30 unchanged sentences

The Company expects the adoption of this guidance will not have a material effect on the Company’s Condensed Consolidated Financial Statements.

“Principals of Cortina ”) to acquire, directly or through a designated affiliate, substantially all of the assets of Cortina relating to Cortina’s business of providing investment management, investment advisory, and related services (the “Cortina Acquisition”) .

On April 12, 2019, SAMG LLC and SLP entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cortina Asset Management, LLC, a Wisconsin limited liability company (“Cortina”), and certain interest holders of Cortina (together, the “Principals of Cortina”) to acquire, directly or through a designated affiliate, substantially all of the assets of Cortina relating to Cortina’s business of providing investment management, investment advisory, and related services (the “Cortina Acquisition”).

Subject to the terms and conditions set forth in the Purchase Agreement, SAMG LLC agreed to pay to Cortina an aggregate maximum amount of $ 44,937 , 80 % of which was agreed to be paid in cash at closing by SAMG LLC, and 20 % of which was agreed to be paid by SLP in the form of issuance and delivery to certain Principals of Cortina at closing of Class B Units in SLP, in each case subject to certain adjustments as described in the Purchase Agreement.

11 unchanged sentences

If revenue for the period is equal to 75% or less of the Acquired Revenue, there is no first retention payment, and if revenue for the period is between 75% and 95%, the first retention payment will be determined using linear interpolation between $ 0 and $ 3,370 .

Cortina’s revenue for the 12-month period from July 1, 2020 to June 30, 2021 exceeded 95% of the acquired revenue of $ 13,027 , therefore, a first retention payment of $ 3,370 is due as of June 30, 2021.

Cortina’s revenue for the 12-month period from July 1, 2020 to June 30, 2021 exceeded 95% of the acquired revenue of $ 13,027 , therefore, a first retention payment of $ 3,370 was due as of June 30, 2021.

The first retention payment was paid on July 30, 2021 in the form of $ 2,696 in cash and $ 674 in equity.

The second retention payment is based on revenue for the 12-month period from July 1, 2021 to June 30, 2022, with a revenue threshold between 85% and 105% of Acquired Revenue and a maximum retention payment of $ 5,617 .

2 unchanged sentences

If revenue for the period is equal to 95% or less of the Acquired Revenue, there is no growth payment, and if revenue for the period is between 95% and 140%, the growth payment will be determined using linear interpolation between $ 0 and $ 17,222 .

A fair value adjustment to contingent purchase price consideration of $ 1,600 and $ 3,900 was recorded during the three and six months ended June 30, 2021, respectively, and $ 3,800 and ($ 2,200 ) was recorded during the three and six months ended June 30, 2020, respectively, and is included in general and administrative expense in the Condensed Consolidated Statement of Operations for the quarters then ended.

SAMG LLC has a liability of $ 19,000 and $ 15,100 as of June 30, 2021 and December 31, 2020, respectively, related to earnout payments to be made in conjunction with the Cortina Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statements of Financial Condition for contingent consideration.

A fair value adjustment to contingent purchase price consideration of $ 670 and $ 4,570 was recorded during the three and nine months ended September 30, 2021, respectively, and $ 1,700 and ($ 500 ) was recorded during the three and nine months ended September 30, 2020, respectively, and is included in general and administrative expense in the Condensed Consolidated Statement of Operations for the quarters then ended.

SAMG LLC has a liability of $ 16,300 and $ 15,100 as of September 30, 2021 and December 31, 2020, respectively, related to earnout payments to be made in conjunction with the Cortina Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statements of Financial Condition for contingent consideration.

In connection with their receipt of the equity consideration, the Principals of Cortina became subject to the rights and obligations set forth in the limited partnership agreement of SLP and are entitled to distributions consistent with SLP’s distribution policy.

3 unchanged sentences

Furthermore, the Company gains investment professionals that have significant experience and knowledge of the industry and establishes a presence in the Midwest.

During the three and six months ended June 30, 2020 , the Company incurred $ 13 and $ 85 , respectively, in costs related to the Cortina Acquisition, and has included these in general, administrative and other in the Condensed Consolidated Statement of Operations.

During the three and nine months ended September 30, 2020 , the Company incurred $ 5 and $ 90 , respectively, in costs related to the Cortina Acquisition, and has included these in general, administrative and other in the Condensed Consolidated Statement of Operations.

The Company believes the recorded goodwill is supported by the anticipated revenues and expected synergies of integrating the operations of Cortina into the Company.

12 unchanged sentences

Earnout payments will be paid 75 % in cash and 25 % in equity.

The estimated fair value of contingent consideration is recognized at the date of acquisition and adjusted for changes in facts and circumstances until the ultimate resolution of the contingency.

The estimated fair value of contingent consideration is recognized at the date of acquisition and adjusted for changes in facts and circumstances until the ultimate resolution of the

Changes in the fair value of contingent consideration are reflected as a component of general and administrative expenses in the Condensed Consolidated Statements of Operations.

1 unchanged sentence

The discount rate applied to the projected revenue was determined based on the weighted average cost of capital for the Company and took into account that the overall risk associated with the payments was similar to the overall risks of the Company as there is no target, floor or cap associated the contingent payments.

The Company has a liability of $ 928 and $ 1,028 related to earnout payments to be made in conjunction with the Neosho Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statements of Financial Condition as of June 30, 2021 and December 31, 2020, for contingent consideration.

During the three and six months ended June 30, 2021 and 2020 , the Company made contingent purchase price payments to Neosho of $ 100 and $ 300 , respectively.

The Company has a liability of $ 928 and $ 1,028 related to earnout payments to be made in conjunction with the Neosho Acquisition which is included in accounts payable and accrued expenses in the Condensed Consolidated Statements of Financial Condition as of September 30, 2021 and December 31, 2020, for contingent consideration.

During the nine months ended September 30, 2021 and 2020 , the Company made contingent purchase price payments to Neosho of $ 100 and $ 300 , respectively.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

Investments include $ 53 and $ 914 as of June 30, 2021 and December 31, 2020, respectively, representing the Company’s interests in the Silvercrest Funds which have been established and managed by the Company and its affiliates.

Investments include $ 53 and $ 914 as of September 30, 2021 and December 31, 2020, respectively, representing the Company’s interests in the Silvercrest Funds which have been established and managed by the Company and its affiliates.

The Company’s financial interest in these funds can range in amounts up to 2 % of the net assets of the funds.

1 unchanged sentence

During 2007, the Silvercrest Funds granted the unaffiliated investors in each respective fund the right, by a simple majority of the fund’s unaffiliated investors, without cause, to remove the general partner or equivalent of that fund or to accelerate the liquidation date of that fund in accordance with certain procedures.

At June 30, 2021 and December 31, 2020, the Company determined that none of the Silvercrest Funds were required to be consolidated.

At September 30, 2021 and December 31, 2020, the Company determined that none of the Silvercrest Funds were required to be consolidated.

The Company’s involvement with these entities began on the dates that they were formed, which range from July 2003 to July 2014.

14 unchanged sentences

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, 2021 and December 31, 2020, the Company did no t have any financial assets or liabilities that are recorded at fair value on a recurring basis, with the exception of the contingent consideration related to the acquisition earnouts.

At September 30, 2021 and December 31, 2020, the Company did no t have any financial assets or liabilities that are recorded at fair value on a recurring basis, with the exception of the contingent consideration related to the acquisition earnouts.

Contingent Consideration

1 unchanged sentence

This fair value measurement is based on unobservable (Level 3) inputs.

The following table represents changes in the fair value of estimated contingent consideration for the year ended December 31, 2020 and the three and six months ended June 30, 2021:

The following table represents changes in the fair value of estimated contingent consideration for the year ended December 31, 2020 and the three and nine months ended September 30, 2021:

Balance at January 1, 2020

11 unchanged sentences

Balance at June 30, 2021

Additions to estimated contingent consideration

Payments of contingent consideration

Non-cash changes in fair value of estimated contingent consideration

Balance at September 30, 2021

Estimated contingent consideration is included in accounts payable and accrued expenses in the Condensed Consolidated Statements of Financial Condition.

6 unchanged sentences

Significant increases or decreases in the Company’s forecasted growth rates over the measurement period or discount rates would result in a higher or lower fair value measurement.

Inputs used in the fair value measurement of estimated contingent consideration at June 30, 2021 and December 31, 2020 are summarized below:

Inputs used in the fair value measurement of estimated contingent consideration at September 30, 2021 and December 31, 2020 are summarized below:

Monte Carlo Simulation Model

September 30,

Forecasted growth rate

2 unchanged sentences

Acquisitions for more details on contingent consideration related to acquisition earnouts.

At June 30, 2021 and December 31, 2020, financial instruments that are not held at fair value are categorized in the table below:

June 30, 2021

At September 30, 2021 and December 31, 2020, financial instruments that are not held at fair value are categorized in the table below:

September 30, 2021

December 31, 2020

3 unchanged sentences

Borrowings under credit facility

Includes $ 1,398 and $ 1,398 of cash equivalents at June 30, 2021 and December 31, 2020, respectively, that fall under Level 1 in the fair value hierarchy.

Includes $ 1,398 and $ 1,398 of cash equivalents at September 30, 2021 and December 31, 2020, respectively, that fall under Level 1 in the fair value hierarchy.

Investments consist of the Company’s equity method investments in affiliated investment funds which have been established and managed by the Company and its affiliates.

2 unchanged sentences

RECEIVABLES, NET

The following is a summary of receivables as of June 30, 2021 and December 31, 2020:

The following is a summary of receivables as of September 30, 2021 and December 31, 2020:

September 30,

December 31, 2020

5 unchanged sentences

FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

The following is a summary of furniture, equipment and leasehold improvements, net as of June 30, 2021 and December 31, 2020:

The following is a summary of furniture, equipment and leasehold improvements, net as of September 30, 2021 and December 31, 2020:

September 30,

Leasehold improvements

2 unchanged sentences

Furniture, equipment and leasehold improvements, net

Depreciation expense for the three months ended June 30, 2021 and 2020 was $ 306 and $ 287 , respectively.

Depreciation expense for the six months ended June 30, 2021 and 2020 was $ 587 and $ 559 , respectively.

During the three and six months ended June 30, 2021, the Company wrote off leased assets of $ 0 and $ 82 , with accumulated depreciation of $ 0 and $ 64 , respectively.

During the three and six months ended June 30, 2020, the Company wrote off leased assets of $ 131 , with accumulated depreciation of $ 102 .

The following is a summary of the changes to the carrying amount of goodwill for the six months ended June 30, 2021 and the year ended December 31, 2020:

Depreciation expense for the three months ended September 30, 2021 and 2020 was $ 294 and $ 279 , respectively.

Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 881 and $ 838 , respectively.

During the three and nine months ended September 30, 2021, the Company wrote off leased assets of $ 38 and $ 120 , with accumulated depreciation of $ 31 and $ 95 , respectively.

During the nine months ended September 30, 2020, the Company wrote off leased assets of $ 209 , with accumulated depreciation of $ 180 .

The following is a summary of the changes to the carrying amount of goodwill for the nine months ended September 30, 2021 and the year ended December 31, 2020:

September 30,

Gross balance

3 unchanged sentences

INTANGIBLE ASSETS, NET

The following is a summary of intangible assets as of June 30, 2021 and December 31, 2020:

The following is a summary of intangible assets as of September 30, 2021 and December 31, 2020:

Relationships

Balance, January 1, 2021

Balance, June 30, 2021

Balance, September 30, 2021

Accumulated amortization

1 unchanged sentence

Amortization expense

Balance, June 30, 2021

Balance, September 30, 2021

Net book value

6 unchanged sentences

Net Book Value

Amortization expense related to intangible assets was $ 657 and $ 702 for the three months ended June 30, 2021 and 2020, respectively.

Amortization expense related to intangible assets was $ 1,314 and $ 1,405 for the six months ended June 30, 2021 and 2020, respectively.

During the six months ended June 30, 2020, the Company wrote off other intangible assets related to a non-compete agreement with one of the principals of Jamison which was no longer in effect at June 30, 2020 with a cost of $ 6 and the related accumulated amortization of $ 5 .

Amortization expense related to intangible assets was $ 657 and $ 664 for the three months ended September 30, 2021 and 2020, respectively.

Amortization expense related to intangible assets was $ 1,971 and $ 2,069 for the nine months ended September 30, 2021 and 2020, respectively.

During the nine months ended September 30, 2020, the Company wrote off other intangible assets related to a non-compete agreement with one of the principals of Jamison which was no longer in effect at September 30, 2020 with a cost of $ 6 and the related accumulated amortization of $ 5 .

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

17 unchanged sentences

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.

The Company was in compliance with the covenants under the credit facility as of June 30 , 2021 .

As of June 30, 2021 and December 31, 2020, the Company did no t have any outstanding borrowings under the revolving credit facility.

As of June 30, 2021 and December 31, 2020, the Company had $ 10,800 and $ 12,600 , respectively, outstanding under the term loan.

Accrued but unpaid interest was $ 28 and $ 0 as of June 30, 2021 and December 31, 2020, respectively.

Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the three months ended June 30, 2021 and 2020 was $ 94 and $ 131 , respectively.

Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the six months ended June 30, 2021 and 2020 was $ 196 and $ 320 , respectively.

The Company was in compliance with the covenants under the credit facility as of September 30, 2021.

As of September 30, 2021 and December 31, 2020, the Company did no t have any outstanding borrowings under the revolving credit facility.

As of September 30, 2021 and December 31, 2020, the Company had $ 9,900 and $ 12,600 , respectively, outstanding under the term loan.

Accrued but unpaid interest was $ 27 and $ 0 as of September 30, 2021 and December 31, 2020, respectively.

Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the three months ended September 30, 2021 and 2020 was $ 90 and $ 117 , respectively.

Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit facility and term loan for the nine months ended September 30, 2021 and 2020 was $ 286 and $ 437 , respectively.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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, 2021 and 2020 amounted to $ 1,611 and $ 1,585 , respectively.

The Company received sub-lease income from sub-tenants during the three months ended June 30, 2021 and 2020 of $ 38 and $ 38 , respectively.

Therefore, for the three months ended June 30, 2021 and 2020, net rent expense amounted to $ 1,573 and $ 1,547 , respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Rent expense charged to operations for the six months ended June 30, 2021 and 2020 amounted to $ 3,219 and $ 3,181 , respectively.

The Company received sub-lease income from sub-tenants during the six months ended June 30, 2021 and 2020 of $ 77 and $ 77 , respectively.

Therefore, for the six months ended June 30, 2021 and 2020, net rent expense amounted to $ 3,142 and $ 3,104 , respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

As security for performance under the leases, the Company is required to maintain letters of credit in favor of the landlord totaling $ 506 as of June 30, 2021 and December 31, 2020.

Rent expense charged to operations for the three months ended September 30, 2021 and 2020 amounted to $ 1,621 and $ 1,597 , respectively.

The Company received sub-lease income from sub-tenants during the three months ended September 30, 2021 and 2020 of $ 38 and $ 38 , respectively.

Therefore, for the three months ended September 30, 2021 and 2020, net rent expense amounted to $ 1,583 and $ 1,559 , respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Rent expense charged to operations for the nine months ended September 30, 2021 and 2020 amounted to $ 4,840 and $ 4,777 , respectively.

The Company received sub-lease income from sub-tenants during the nine months ended September 30, 2021 and 2020 of $ 115 and $ 115 , respectively.

Therefore, for the nine months ended September 30, 2021 and 2020, net rent expense amounted to $ 4,725 and $ 4,662 , respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

As security for performance under the leases, the Company is required to maintain letters of credit in favor of the landlord totaling $ 506 as of September 30, 2021 and December 31, 2020.

Furthermore, the Company maintains an $ 80 letter of credit in favor of its Boston landlord.

44 unchanged sentences

Monthly rent expense is $ 12 .

The components of lease expense for the three and six months ended June 30, 2021 and 2020 were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

The components of lease expense for the three and nine months ended September 30, 2021 and 2020 were as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating Lease Cost

10 unchanged sentences

The Company has finance leases for the following office equipment:

(i) a three-year lease agreement for one copier totaling $ 11 with monthly minimum payments of $ 0.3 , which began on March 1, 2018 and continues through January 31, 2021 , (ii) a three-year lease agreement for one copier totaling $ 13 with monthly minimum payments of $ 0.4 , which began on March 1, 2019 and continue through February 28, 2022 , (iii) a 39 -month lease agreement for one copier totaling $ 12 with monthly minimum lease payments of $ 0.4 , which began on March 1, 2019 and continue through May 31, 2022 , (iv) a lease agreement for one copier that was assumed as part of the Cortina Acquisition with monthly minimum lease payments of $ 1 , which began on July 1, 2019 and continue through November 30, 2021 , (v) a three year lease agreement for two copiers totaling $ 51 with monthly minimum lease payments of $ 1 , which began on August 1, 2019 and continue through July 31, 2022 , (vi) a five year lease agreement for a copier totaling $ 82 with monthly minimum lease payments of $ 1 , which began on May 1, 2020 and continue through April 30, 2025 , (vii) a three year lease agreement for a copier totaling $ 59 with minimum monthly lease payments of $ 2 , which began on June 1, 2020 and continue through May 31, 2023 , (viii) a three year lease agreement for two copiers totaling $ 43 with minimum monthly lease payments of $ 1 , which began on August 20, 2020 and continue through August 19, 2023 , (ix) a three year lease agreement for two copiers totaling $ 39 with minimum monthly lease payments of $ 1 , which began on August 20, 2020 and continue through August 19, 2023 , (x) a five year lease agreement for four copiers totaling $ 94 with minimum monthly lease payments of $ 2 , which began on February 1, 2021 and continue through January 31, 2026 and (xi) a three year lease agreement for two copiers totaling $ 52 with minimum monthly lease payments of $ 1 , which begin on July 1, 2021 and continue

through June 30, 2024 .

The aggregate principal balance of finance leases was $ 319 and $ 259 as of June 30 , 2021 and December 31, 2020, respectively.

The assets relating to finance leases that are included in equipment as of June 30 , 2021 and December 31, 2020 are as follows:

(i) a three-year lease agreement for one copier totaling $ 11 with monthly minimum payments of $ 0.3 , which began on March 1, 2018 and continued through January 31, 2021 , (ii) a three-year lease agreement for one copier totaling $ 13 with monthly minimum payments of $ 0.4 , which began on March 1, 2019 and continue through February 28, 2022 , (iii) a 39 -month lease agreement for one copier totaling $ 12 with monthly minimum lease payments of $ 0.4 , which began on March 1, 2019 and continue through May 31, 2022 , (iv) a lease agreement for one copier that was assumed as part of the Cortina Acquisition with monthly minimum lease payments of $ 1 , which began on July 1, 2019 and continue through November 30, 2021 , (v) a three year lease agreement for two copiers totaling $ 51 with monthly minimum lease payments of $ 1 , which began on August 1, 2019 and continue through July 31, 2022 , (vi) a five year lease agreement for a copier totaling $ 82 with monthly minimum lease payments of $ 1 , which began on May 1, 2020 and continue through April 30, 2025 , (vii) a three year lease agreement for a copier totaling $ 59 with minimum monthly lease payments of $ 2 , which began on June 1, 2020 and continue through May 31, 2023 , (viii) a three year lease agreement for two copiers totaling $ 43 with minimum monthly lease payments of $ 1 , which began on August 20, 2020 and continue through August 19, 2023 , (ix) a three year lease agreement for two copiers totaling $ 39 with minimum monthly lease payments of $ 1 , which began on August 20, 2020 and continue through August 19, 2023 , (x) a five year lease agreement for four copiers totaling $ 94 with minimum monthly lease payments of $ 2 , which began on February 1, 2021 and continue through January 31, 2026 and (xi) a three year lease agreement for two copiers totaling $ 52 with minimum monthly lease payments of $ 1 , which begin on July 1, 2021 and continue through June 30, 2024 .

The aggregate principal balance of finance leases was $ 283 and $ 259 as of September 30, 2021 and December 31, 2020, respectively.

The assets relating to finance leases that are included in equipment as of September 30 , 2021 and December 31, 2020 are as follows:

September 30,

Finance lease assets included in furniture and equipment

Accumulated depreciation and amortization

Depreciation expense relating to finance lease assets was $ 30 and $ 31 for the three months ended June 30 , 2021 and 2020, respectively.

Depreciation expense relating to finance lease assets was $ 60 and $ 62 for the six months ended June 30 , 2021 and 2020, respectively.

During the three and six months ended June 30, 2021, the Company wrote off leased assets of $ 0 and $ 82 , respectively, with accumulated depreciation of $ 0 and $ 64 , respectively.

During the three and six months ended June 30, 2020, the Company wrote off leased assets of $ 131 , with accumulated depreciation of $ 102 .

Depreciation expense relating to finance lease assets was $ 30 and $ 26 for the three months ended September 30 , 2021 and 2020, respectively.

Depreciation expense relating to finance lease assets was $ 90 and $ 88 for the nine months ended September 30 , 2021 and 2020, respectively.

During the three and nine months ended September 30, 2021, the Company wrote off leased assets of $ 38 and $ 120 , respectively, with accumulated depreciation of $ 31 and $ 95 , respectively.

During the nine months ended September 30, 2020, the Company wrote off leased assets of $ 209 , with accumulated depreciation of $ 180 .

Future minimum lease payments under finance leases are as follows:

4 unchanged sentences

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 $ 3,592 and $ 2,798 , for the three months ended June 30, 2021 and 2020, respectively.

Partnership distributions totaled $ 5,350 and $ 5,024 , for the six months ended June 30, 2021 and 2020, respectively.

Partnership distributions totaled $ 1,471 and $ 1,497 , for the three months ended September 30, 2021 and 2020, respectively.

Partnership distributions totaled $ 6,821 and $ 6,521 , for the nine months ended September 30, 2021 and 2020, respectively.

Pursuant to SLP’s Second Amended and Restated Limited Partnership Agreement, partner incentive allocations are treated as distributions of net income.

1 unchanged sentence

Net income allocation is subject to the recovery of the allocated losses of prior periods.

Distributions of partner incentive allocations of net income for the six months ended June 30, 2021 and 2020 amounted to $ 27,819 and $ 27,240 , respectively.

The distributions are included in non-controlling interests in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Equity for the six months ended June 30, 2021 and 2020.

Distributions of partner incentive allocations of net income for the nine months ended September 30, 2021 and 2020 amounted to $ 27,819 and $ 27,236 , respectively.

The Company treats SLP’s partner incentive allocations as compensation expense and accrues such amounts when earned.

During the three months ended June 30, 2021 and 2020, SLP accrued partner incentive allocations of $ 9,012 and $ 5,557 , respectively.

During the six months ended June 30, 2021 and 2020, SLP accrued partner incentive allocations of $ 17,015 and $ 12,934 , respectively.

During the three months ended September 30, 2021 and 2020, SLP accrued partner incentive allocations of $ 9,196 and $ 7,121 , respectively.

During the nine months ended September 30, 2021 and 2020, SLP accrued partner incentive allocations of $ 26,210 and $ 20,055 , respectively.

Silvercrest—Equity

Silvercrest has the following authorized and outstanding equity:

Shares at June 30, 2021

Shares at September 30, 2021

Voting Rights

11 unchanged sentences

Class A common stockholders have 100 % of the rights of all classes of Silvercrest’s capital stock to receive dividends.

During 2021 and 2020 Silvercrest granted 11,635 and 8,242 restricted stock units, respectively, which will vest and settle in the form of Class A shares of Silvercrest, of which 19,877 remain unvested as of June 30, 2021.

During 2021 and 2020 Silvercrest granted 13,462 and 8,242 restricted stock units, respectively, which will vest and settle in the form of Class A shares of Silvercrest, of which 21,704 remain unvested as of September 30, 2021.

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

2 unchanged sentences

The 170,854 restricted stock units which have been issued to our principals entitle the holders thereof to participate in distributions from SLP as if the underlying Class B units are outstanding and thus are taken into account to determine the economic interest of each holder of units in SLP.

However, because the Class B units underlying the restricted stock units have not been issued and are not deemed outstanding, the holders of restricted stock units have no voting rights with respect to those Class B units.

However, because the Class B units underlying the restricted stock units have not been issued and are not deemed outstanding, the

holders of restricted stock units have no voting rights with respect to those Class B units.

Silvercrest will not issue shares of Class B common stock in respect of restricted stock units of SLP until such time that the underlying Class B units are issued .

3 unchanged sentences

Silvercrest will fund dividends to its stockholders from its proportionate share of those distributions after provision for its income taxes and other obligations.

During the three and six months ended June 30, 2021, Silvercrest issued the following shares:

During the three and nine months ended September 30, 2021, Silvercrest issued the following shares:

Class A Common Stock

7 unchanged sentences

Class B units to Class A common stock

Class A common shares outstanding – June 30, 2021

Issuance of Class A common stock upon conversion of

Class B units to Class A common stock

Purchase of shares of Class A common stock of Silvercrest Asset Management Group Inc.

September 2021

Class A common shares outstanding – September 30, 2021

Class B Common Stock

7 unchanged sentences

Issuance of Class B common stock in connection with the Neosho Acquisition

Class B common shares outstanding – June 30, 2021

Issuance of Class B common stock in connection with the Cortina Acquisition

Cancellation of Class B common stock upon conversion of Class B units to Class A common stock

Class B common shares outstanding – September 30, 2021

In January 2021, the Company issued 21,598 shares of Class B common stock upon the vesting of restricted stock units.

In January 2021, the Company issued 34,196 shares of Class B common stock to certain principals in connection with their admission to SLP.

In March 2021, the Company redeemed from certain existing partners 7,605 shares of Class B common stock in connection with the exchange of a like number of Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement between the Company and its principals.

In May 2021, the Company redeemed from certain existing partners 4,743 shares of Class B common stock in connection with the exchange of a like number of Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement between the Company and its principals.

In March 2021, the Company redeemed 7,605 shares of Class B common stock from certain existing partners, in connection with the exchange of a like number of Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement.

In May 2021, the Company issued 856 shares of Class A common stock and 20,876 shares of Class B common stock upon the vesting of restricted stock units.

In June 2021, the Company redeemed from certain existing partners 5,864 shares of Class B common stock in connection with the exchange of a like number of Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement between the Company and its principals.

In June 2021, in connection with the Neosho Acquisition, the Company issued 1,740 shares of Class B common stock.

In July 2021, in connection with the Cortina Acquisition, the Company issued 44,267 shares of Class B common stock.

In August 2021, the Company redeemed from certain existing partners 10,651 shares of Class B common stock in connection with the exchange of a like number of Class B units to Class A common stock pursuant to the Resale and Registration Rights Agreement.

On July 29, 2021, the Company announced that its Board of Directors had approved a share repurchase program authorizing the Company to repurchase up to $ 15,000 of the Company’s outstanding Class A common stock (the “Repurchase Program”).

The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares of Common Stock.

As of September 30, 2021, the Company had purchased 27,197 shares of Class A common stock for an aggregate price of approximately $ 418 .

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.

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.

6 unchanged sentences

Notes receivable from partners are reflected as a reduction of non-controlling interests in the Condensed Consolidated Statements of Financial Condition.

Notes receivable from partners are as follows for the six months ended June 30, 2021 and the year ended December 31, 2020:

Notes receivable from partners are as follows for the nine months ended September 30, 2021 and the year ended December 31, 2020:

September 30,

Beginning balance

3 unchanged sentences

Ending balance

Full recourse notes receivable from partners as of June 30, 2021 and December 31, 2020 are $ 603 and $ 353 , respectively.

There were no limited recourse notes receivable from partners as of June 30, 2021 or December 31, 2020.

There is no allowance for credit losses on notes receivable from partners as of June 30, 2021 or December 31, 2020.

Full recourse notes receivable from partners as of September 30, 2021 and December 31, 2020 are $ 604 and $ 353 , respectively.

There were no limited recourse notes receivable from partners as of September 30, 2021 or December 31, 2020.

There is no allowance for credit losses on notes receivable from partners as of September 30, 2021 or December 31, 2020.

RELATED PARTY TRANSACTIONS

During the first six months of 2021 and 2020, the Company provided services to the following, which operate as feeder funds investing through master-feeder or mini-master feeder structures:

During the first nine months of 2021 and 2020, the Company provided services to the following, which operate as feeder funds investing through master-feeder or mini-master feeder structures:

the domesticated Silvercrest Hedged Equity Fund, L.P.

28 unchanged sentences

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

For the three months ended June 30, 2021 and 2020, the Company earned from the above activities management fee income, which is included in “Management and advisory fees” in the Condensed Consolidated Statements of Operations, of $ 1,240 and $ 1,103 , respectively.

For the six months ended June 30, 2021 and 2020, 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 $ 2,449 and $ 2,321 , respectively.

As of June 30, 2021 and December 31, 2020, the Company was owed $ 1,648 and $ 1,018 , respectively, from its various funds, which is included in Due from Silvercrest Funds on the Condensed Consolidated Statements of Financial Condition.

For the three months ended June 30, 2021 and 2020, the Company earned management and advisory fees of $ 415 and $ 299 , respectively, from assets managed on behalf of certain of its employees.

For the six months ended June 30, 2021 and 2020, the Company earned management and advisory fees of $ 791 and $ 665 , respectively, from assets managed on behalf of certain of its employees.

As of June 30, 2021 and December 31, 2020, the Company is owed approximately $ 97 and $ 10 , respectively, from certain of its employees, which is included in Receivables, net on the Condensed Consolidated Statements of Financial Condition.

As of June 30, 2021, the Company had net deferred tax assets of $ 11,290 , which is recorded as a deferred tax asset of $ 11,324 specific to Silvercrest which consists primarily of assets related to temporary differences between the financial statement and tax bases of intangible assets related to its acquisition of partnership units of SLP, a deferred tax asset of $ 12 specific to SLP which consists 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 $ 46 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets.

Of the total net deferred taxes at June 30, 2021, $ 12 of the net deferred tax liabilities relate to non-controlling interests.

For the three months ended September 30, 2021 and 2020, the Company earned from the above activities management fee income, which is included in “Management and advisory fees” in the Condensed Consolidated Statements of Operations, of $ 1,090 and $ 1,165 , respectively.

For the nine months ended September 30, 2021 and 2020, 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 $ 3,539 and $ 3,485 , respectively.

As of September 30, 2021 and December 31, 2020, the Company was owed $ 2,188 and $ 1,018 , respectively, from its various funds, which is included in Due from Silvercrest Funds on the Condensed Consolidated Statements of Financial Condition.

For the three months ended September 30, 2021 and 2020, the Company earned management and advisory fees of $ 463 and $ 330 , respectively, from assets managed on behalf of certain of its employees.

For the nine months ended September 30, 2021 and 2020, the Company earned management and advisory fees of $ 1,254 and $ 995 , respectively, from assets managed on behalf of certain of its employees.

As of September 30, 2021 and December 31, 2020, the Company is owed approximately $ 90 and $ 10 , respectively, from certain of its employees, which is included in Receivables, net on the Condensed Consolidated Statements of Financial Condition.

As of September 30, 2021, the Company had net deferred tax assets of $ 10,976 , which is recorded as a deferred tax asset of $ 11,100 specific to Silvercrest which consists primarily of assets related to temporary differences between the financial statement and tax bases of intangible assets related to its acquisition of partnership units of SLP, a deferred tax asset of $ 82 specific to SLP which consists 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 $ 42 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets.

Of the total net deferred taxes at September 30, 2021, $ 42 of the net deferred tax liabilities relate to non-controlling interests.

These amounts are included in prepaid expenses and other assets and deferred tax and other liabilities on the Condensed Consolidated Statement of Financial Condition, respectively.

As of December 31, 2020, the Company had a net deferred tax asset of $ 11,305 , which is recorded as a net deferred tax asset of $ 11,397 specific to Silvercrest, which consists primarily of net assets related to temporary differences between the financial statement and tax bases of intangibles related to its acquisition of partnership units of SLP, a net deferred tax liability of $ 37 specific to SLP which consists primarily of liabilities related to differences between the financial statement and tax bases of intangible assets, and a net deferred tax liability of $ 55 related to the corporate activity of SFS which is primarily related to temporary differences between the financial statement and tax bases of intangible assets.

The current tax expense was $ 1,508 and $ 801 for the three months ended June 30, 2021 and 2020, respectively.

Of the amount for the three months ended June 30, 2021, $ 1,032 relates to Silvercrest’s corporate tax expense, $ 477 relates to SLP’s state and local liability and ($ 1 ) relates to SFS’s corporate tax expense.

The deferred tax expense for the three months ended June 30, 2021 and 2020 was $ 86 and ($ 348 ), respectively.

When combined with current tax expense, the total income tax provision for the three months ended June 30, 2021 and 2020 is $ 1,594 and $ 453 , respectively.

The discrete tax expense for the three months ended June 30, 2021 and 2020 was ($ 759 ) and ($ 800 ), respectively.

The current tax expense was $ 1,401 and $ 1,576 for the three months ended September 30, 2021 and 2020, respectively.

Of the amount for the three months ended September 30, 2021, $ 945 relates to Silvercrest’s corporate tax expense, $ 455 relates to SLP’s state and local liability and $ 0 relates to SFS’s corporate tax expense.

The deferred tax expense for the three months ended September 30, 2021 and 2020 was $ 378 and ($ 217 ), respectively.

When combined with current tax expense, the total income tax provision for the three months ended September 30, 2021 and 2020 is $ 1,779 and $ 1,359 , respectively.

The discrete tax expense for the three months ended September 30, 2021 and 2020 was ($ 107 ) and ($ 99 ), respectively.

For both 2021 and 2020, the discrete tax expense represents a reduction to tax expense associated with an unfavorable fair value adjustment to contingent purchase price consideration related to earnout payments to be made in conjunction with the Cortina Acquisition.

The current tax expense was $ 2,777 and $ 1,241 for the six months ended June 30, 2021 and 2020, respectively.

Of the amount for the six months ended June 30, 2021, $ 1,891 relates to Silvercrest’s corporate tax expense, $ 886 relates to SLP’s state and local liability and $ 0 relates to SFS’s corporate tax expense.

The deferred tax expense for the six months ended June 30, 2021 and 2020 was $ 74 and $ 1,958 , respectively.

When combined with current tax expense, the total income tax provision for the six months ended June 30, 2021 and 2020 is $ 2,851 and $ 3,199 , respectively.

The discrete tax expense for the six months ended June 30, 2021 and 2020 was ($ 759 ) and $ 296 , respectively.

The current tax expense was $ 4,178 and $ 2,817 for the nine months ended September 30, 2021 and 2020, respectively.

Of the amount for the nine months ended September 30, 2021, $ 2,836 relates to Silvercrest’s corporate tax expense, $ 1,340 relates to SLP’s state and local liability and $ 1 relates to SFS’s corporate tax expense.

The deferred tax expense for the nine months ended September 30, 2021 and 2020 was $ 452 and $ 1,741 , respectively.

When combined with current tax expense, the total income tax provision for the nine months ended September 30, 2021 and 2020 is $ 4,630 and $ 4,558 , respectively.

The discrete tax expense for the nine months ended September 30, 2021 and 2020 was ($ 866 ) and $ 197 , respectively.

For 2021, this represents a reduction to tax expense associated with an unfavorable fair value adjustment to contingent purchase price consideration related to earnout payments to be made in conjunction with the Cortina Acquisition.

For 2020, this represents additional tax expense associated with a favorable fair value adjustment to contingent purchase price consideration related to earnout payments to be made in conjunction with the Cortina Acquisition.

The current tax expense increased from the comparable period in 2020 mainly due to increased profitability and because the 2020 current tax expense was reduced by favorable timing differences related to various deferred assets recorded at SLP.

Of the total current tax expense for the three months ended June 30, 2021 and 2020, $ 161 and $ 127 , respectively, relates to non-controlling interests.

Of the deferred tax expense for the three months ended June 30, 2021 and 2020, ($ 7 ) and ($ 36 ), respectively, relates to non-controlling interests.

When combined with current tax expense, the total income tax provision for the three months ended June 30, 2021 and 2020 related to non-controlling interests is $ 154 and $ 91 , respectively.

Of the total current tax expense for the six months ended June 30, 2021 and 2020, $ 297 and $ 277 , respectively, relates to non-controlling interests.

Of the deferred tax expense for the six months ended June 30, 2021 and 2020, ($ 19 ) and $ 69 , respectively,

The current tax expense increased from the comparable period in 2020 mainly due to increased profitability.

Of the total current tax expense for the three months ended September 30, 2021 and 2020, $ 155 and $ 212 , respectively, relates to non-controlling interests.

Of the deferred tax expense for the three months ended September 30, 2021 and 2020, $ 30 and ($ 56 ), respectively, relates to non-controlling interests.

When combined with current tax expense, the total income tax provision for the three months ended September 30, 2021 and 2020 related to non-controlling interests is $ 185 and $ 156 , respectively.

Of the total current tax expense for the nine months ended September 30, 2021 and 2020, $ 452 and $ 490 , respectively, relates to non-controlling interests.

Of the deferred tax expense for the nine months ended September 30, 2021 and 2020, $ 10 and $ 12 , respectively,

relates to non-controlling interests.

When combined with current tax expense, the total income tax provision for the six months ended June 30, 2021 and 2020 related to non-controlling interests is $ 278 and $ 346 , respectively.

When combined with current tax expense, the total income tax provision for the nine months ended September 30, 2021 and 2020 related to non-controlling interests is $ 462 and $ 502 , respectively.

In the normal course of business, the Company is subject to examination by federal, state, and local tax regulators.

As of June 30, 2021, the Company’s U.S.

As of September 30, 2021, the Company’s U.S.

federal income tax returns for the years 2017 through 2021 are open under the normal three-year statute of limitations and therefore subject to examination.

3 unchanged sentences

The Company does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

Furthermore, the Company does not have any material uncertain tax positions at June 30, 2021 and 2020.

Furthermore, the Company does not have any material uncertain tax positions at September 30, 2021 and 2020.

REDEEMABLE PARTNERSHIP UNITS

4 unchanged sentences

A total of 1,687,500 shares were originally reserved and available for issuance under the 2012 Equity Incentive Plan.

As of June 30, 2021, 194,516 shares are available for grant.

As of September 30, 2021, 192,689 shares are available for grant.

The equity interests may be issued in the form of shares of the Company’s Class A common stock and Class B units of SLP.

55 unchanged sentences

One third of the RSUs granted vest and settle on each of the first, second and third anniversaries of the grant date .

For the three months ended June 30, 2021 and 2020, the Company recorded compensation expense related to such RSUs and NQOs of $ 293 and $ 155 , respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended.

For the six months ended June 30, 2021 and 2020, the Company recorded compensation expense related to such RSUs and NQOs of $ 762 and $ 263 , respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended.

As of June 30, 2021 and December 31, 2020, there was $ 2,672 and $ 1,342 , respectively, of unrecognized compensation expense related to unvested awards.

As of June 30, 2021 and December 31, 2020, the unrecognized compensation expense related to unvested awards is expected to be recognized over a period of 1.96 and 1.44 years , respectively.

A summary of the RSU grants by the Company as of June 30, 2021 and 2020 is presented below:

In August 2021, the Company granted 1,827 RSUs under the 2012 Equity Incentive Plan at a fair value of $ 15.96 per share to an existing Class B unit holder.

These RSUs will vest and settle in the form of Class B shares of SLP.

The RSUs vest and settle on the third anniversary of the grant date .

For the three months ended September 30, 2021 and 2020, the Company recorded compensation expense related to such RSUs and NQOs of $ 344 and $ 192 , respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended.

For the nine months ended September 30, 2021 and 2020, the Company recorded compensation expense related to such RSUs and NQOs of $ 1,107 and $ 456 , respectively, as part of total compensation expense in the Condensed Consolidated Statements of Operations for the period then ended.

As of September 30, 2021 and December 31, 2020, there was $ 2,356 and $ 1,342 , respectively, of unrecognized compensation expense related to unvested awards.

As of September 30, 2021 and December 31, 2020, the unrecognized compensation expense related to unvested awards is expected to be recognized over a period of 1.82 and 1.44 years , respectively.

A summary of the RSU grants by the Company as of September 30, 2021 and 2020 is presented below:

Restricted Stock Units

4 unchanged sentences

10.18 – 14.61

Total granted at June 30, 2021

Total granted at September 30, 2021

10.18 – 15.96

3 unchanged sentences

13.19 – 14.54

Total granted at June 30, 2020

Total granted at September 30, 2020

10.18 – 14.54

A summary of the NQO grants by the Company as of June 30, 2021 and 2020 is presented below:

A summary of the NQO grants by the Company as of September 30, 2021 and 2020 is presented below:

Non-Qualified Options

2 unchanged sentences

10.18 – 14.54

Total granted at June 30, 2021

Total granted at September 30, 2021

10.18 – 14.54

1 unchanged sentence

13.19 – 14.54

Total granted at June 30, 2020

Total granted at September 30, 2020

10.18 – 14.54

3 unchanged sentences

For employees who qualify under the terms of the Plan, on an annual basis Silvercrest matches dollar for dollar an employee’s contributions up to the first 4 % of compensation.

For the three months ended June 30, 2021 and 2020, Silvercrest made matching contributions of $ 21 and $ 22 , respectively, for the benefit of employees.

For the six months ended June 30, 2021 and 2020, Silvercrest made matching contributions of $ 43 and $ 44 , respectively, for the benefit of employees.

For the three months ended September 30, 2021 and 2020, Silvercrest made matching contributions of $ 22 and $ 22 , respectively, for the benefit of employees.

For the nine months ended September 30, 2021 and 2020, Silvercrest made matching contributions of $ 65 and $ 66 , respectively, for the benefit of employees.

SOFT DOLLAR ARRANGEMENTS

4 unchanged sentences

If the use of soft dollars is limited or prohibited in the future by regulation, the Company may have to bear the costs of such research and other services.

For the three months ended June 30, 2021 and 2020, the Company utilized “soft dollar” credits of $ 98 and $ 272 , respectively.

For the six months ended June 30, 2021 and 2020, the Company utilized “soft dollar” credits of $ 150 and $ 427 , respectively.

For the three months ended September 30, 2021 and 2020, the Company utilized “soft dollar” credits of $ 238 and $ 263 , respectively.

For the nine months ended September 30, 2021 and 2020, the Company utilized “soft dollar” credits of $ 398 and $ 690 , respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements