Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: specific and overall impacts of the coronavirus (COVID-19) pandemic on our financial condition and results of operations; our ability to achieve our business objectives; our ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses; the retention and development of clients and other business relationships; disruptions or delays in our business operations, including without limitation disruptions or delays arising from political unrest, war, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; our ability to control costs; general economic conditions; fluctuation in operating results; changes in the securities markets; our ability to maintain compliance with the terms of our credit facility; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; risks related to data security of privacy breaches; and other risks detailed from time to time in our filings with the SEC. Our future financial performance could differ materially from the expectations of management contained herein. Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be elevated by the COVID-19 pandemic. It is not possible to predict or identify all such risks, but may become material in the future. We undertake no obligation to release revisions to these forward-looking statements after the date of this report.
Overview
We are a full-service wealth management firm focused on providing financial advisory and related family office services to ultra-high net worth individuals and institutional investors. In addition to a wide range of investment capabilities, we offer a full suite of complementary and customized family office services for families seeking a comprehensive oversight of their financial affairs. During the three months ended March 31, 2023, our assets under management increased by 3.5% from $28.9 billion to $29.9 billion.
The business includes the management of funds of funds, and other investment funds, collectively referred to as the “Silvercrest Funds.” As of March 31, 2023, Silvercrest L.P. has issued Restricted Stock Units exercisable for 212,927 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 32.2% partnership interest in Silvercrest L.P. as of March 31, 2023 are reflected in non-controlling interests in our Condensed Consolidated Financial Statements.
COVID-19 Pandemic
The emergence of the coronavirus (COVID-19) around the world, and particularly in the United States, presents significant risks to us, not all of which we are able to fully evaluate or foresee at the current time. While the COVID-19 pandemic did not materially affect our financial results and business operations in the first fiscal quarter ended March 31, 2020, economic and health conditions in the United States and across most of the globe changed rapidly since the end of the first quarter 2020 and into the second fiscal quarter ended June 30, 2020. Demand for our services continues despite the current capital markets and overall economic environment. Such current demand may not continue and/or demand may decrease from historical levels depending on the duration and severity of the COVID-19 pandemic, the length of time it takes for normal economic and operating conditions to resume, additional governmental actions that may be taken and/or extensions of time for restrictions that have been imposed to date, and numerous other uncertainties.
The COVID-19 pandemic affected our operations in each of the quarters during the period April 1, 2020 through December 31, 2022 and may continue to do so indefinitely thereafter. All of these factors may have far reaching impacts on our business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of our management and employees, client behavior, and on the overall economy. The scope and nature of these impacts, most of which are beyond our control, continue to evolve, and the outcomes of these impacts are uncertain.
Our revenue is highly correlated to securities markets. As a result, we expect that our assets under management and revenue levels will be negatively impacted, on an incremental basis, by the effect of the COVID-19 pandemic on securities markets. The decrease in assets under management for the three months ended March 31, 2020 had an impact on our revenue for the second quarter ended June 30, 2020 because most of our revenue is billed in advance based on the value of assets under management on the last day of the preceding calendar quarter. We continue to fully operate with our management and employees working remotely and we have
29
had business continuity plans in place which we were able to seamlessly activate upon actions taken by various governmental authorities suggesting that businesses recommend that their employees work from home as a result of the pandemic.
Due to the above circumstances and as described generally in this Form 10-Q, management cannot predict the full impact of the COVID-19 pandemic on the Company’s earnings and operations nor to economic conditions generally. The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic might end.
Key Performance Indicators
When we review our performance, we focus on the indicators described below:
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended March 31, |
|
|
(in thousands except as indicated) |
|
2023 |
|
|
2022 |
|
|
Revenue |
|
$ |
29,430 |
|
|
$ |
33,510 |
|
|
Income before other income (expense), net |
|
$ |
6,751 |
|
|
$ |
15,439 |
|
|
Net income |
|
$ |
5,310 |
|
|
$ |
12,396 |
|
|
Net income margin |
|
|
18.0 |
% |
|
|
37.0 |
% |
|
Net income attributable to Silvercrest |
|
$ |
3,204 |
|
|
$ |
7,568 |
|
|
Adjusted EBITDA (1) |
|
$ |
8,181 |
|
|
$ |
10,250 |
|
|
Adjusted EBITDA margin (2) |
|
|
27.8 |
% |
|
|
30.6 |
% |
|
Assets under management at period end (billions) |
|
$ |
29.9 |
|
|
$ |
31.2 |
|
|
Average assets under management (billions) (3) |
|
$ |
29.4 |
|
|
$ |
31.8 |
|
|
(1)EBITDA, a non-GAAP measure of earnings, represents net income before provision for income taxes, interest income, interest expense, depreciation and amortization. We define Adjusted EBITDA as EBITDA without giving effect to items including, but not limited to, professional fees associated with acquisitions or financing transactions, gains on extinguishment of debt or other obligations related to acquisitions, losses on disposals or abandonment of assets and leaseholds, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. We use this non-GAAP financial measure to assess the strength of our business. These adjustments and the non-GAAP financial measures that are derived from them provide supplemental information to analyze our business from period to period. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, financial measures in accordance with GAAP. See “Supplemental Non-GAAP Financial Information” for a reconciliation of non-GAAP financial measures.
(2)Adjusted EBITDA margin, a non-GAAP measure of earnings, is calculated by dividing Adjusted EBITDA by total revenue.
(3)We have computed average assets under management by averaging assets under management at the beginning of the applicable period and assets under management at the end of the applicable period.
Revenue
We generate revenue from management and advisory fees, performance fees and 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 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.
30
The discretionary investment management agreements for our separately managed accounts do not have a specified term. Rather, each agreement may be terminated by either party at any time, unless otherwise agreed with the client, upon written notice of termination to the other party. The investment management agreements for our private funds are generally in effect from year to year, and may be terminated at the end of any year (or, in certain cases, on the anniversary of execution of the agreement) (i) by us upon 30 or 90 days’ prior written notice and (ii) after receiving the affirmative vote of a specified percentage of the investors in the private fund that are not affiliated with us, by the private fund on 60 or 90 days’ prior written notice. The investment management agreements for our private funds may also generally be terminated effective immediately by either party where the non-terminating party (i) commits a material breach of the terms subject, in certain cases, to a cure period, (ii) is found to have committed fraud, gross negligence or willful misconduct or (iii) terminates, becomes bankrupt, becomes insolvent or dissolves. Each of our investment management agreements contains customary indemnification obligations from us to our clients. The tables below set forth the amount of assets under management, the percentage of management and advisory fees revenues, the amount of revenue recognized, and the average assets under management for discretionary managed accounts and for private funds for each period presented.
Discretionary Managed Accounts
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Three Months
Ended March 31, |
|
|
(in billions) |
|
2023 |
|
|
2022 |
|
|
AUM concentrated in Discretionary Managed Accounts |
|
$ |
20.8 |
|
|
$ |
23.3 |
|
|
Average AUM For Discretionary Managed Accounts |
|
$ |
20.6 |
|
|
$ |
24.0 |
|
|
Discretionary Managed Accounts Revenue (in millions) |
|
$ |
27.3 |
|
|
$ |
31.6 |
|
|
Percentage of management and advisory fees revenue |
|
|
96 |
% |
|
|
96 |
% |
|
Private Funds
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Three Months
Ended March 31, |
|
|
(in billions) |
|
2023 |
|
|
2022 |
|
|
AUM concentrated in Private Funds |
|
$ |
0.4 |
|
|
$ |
0.5 |
|
|
Average AUM For Private Funds |
|
$ |
0.4 |
|
|
$ |
0.5 |
|
|
Private Funds Revenue (in millions) |
|
$ |
1.0 |
|
|
$ |
1.2 |
|
|
Percentage of management and advisory fees revenue |
|
|
4 |
% |
|
|
4 |
% |
|
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:
•our ability to educate our target clients about our classic value investment strategies and provide them with exceptional client service;
•the relative investment performance of our investment strategies, as compared to competing products and market indices;
•competitive conditions in the investment management and broader financial services sectors;
•investor sentiment and confidence; and
•our decision to close strategies when we deem it to be in the best interests of our clients.
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 and (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. Our fee for monitoring non-discretionary assets can range from 0.05% to 0.01%, but can also be incorporated into an agreed-upon fixed family office service fee. The majority of our client relationships pay a blended fee rate since they are invested in multiple strategies.
31
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 0.40% and 0.42% for the three months ended March 31, 2023 and 2022, 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 months ended March 31, 2023 and 2022. 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:
•changes in assets under management due to appreciation or depreciation of our investment portfolios, and the levels of the contribution and withdrawal of assets by new and existing clients;
•allocation of assets under management among our investment strategies, which have different fee schedules;
•allocation of assets under management between separately managed accounts and advised funds, for which we generally earn lower overall management and advisory fees; and
•the level of our performance with respect to accounts and funds on which we are paid incentive fees.
Our family office services capabilities enable us to provide comprehensive and integrated services to our clients. Our dedicated group of tax and financial planning professionals provide financial planning, tax planning and preparation, partnership accounting and fund administration and consolidated wealth reporting among other services. Family office services income fluctuates based on both the number of clients for whom we perform these services and the level of agreed-upon fees, most of which are flat fees. Therefore, non-discretionary assets under management, which are associated with family office services, do not typically serve as the basis for the amount of family office services revenue that is recognized.
Expenses
Our expenses consist primarily of compensation and benefits expenses, as well as general and administrative expense including rent, professional services fees, data-related costs and sub-advisory fees. These expenses may fluctuate due to a number of factors, including the following:
•variations in the level of total compensation expense due to, among other things, bonuses, awards of equity to our employees and partners of Silvercrest L.P., changes in our employee count and mix, and competitive factors; and
•the level of management fees from funds that utilize sub-advisors will affect the amount of sub-advisory fees.
Compensation and Benefits Expense
Our largest expense is compensation and benefits, which includes the salaries, bonuses, equity-based compensation and related benefits and payroll costs attributable to our principals and employees. Our compensation methodology is intended to meet the following objectives: (i) support our overall business strategy; (ii) attract, retain and motivate top-tier professionals within the investment management industry; and (iii) align our employees’ interests with those of our equity owners. We have experienced, and expect to continue to experience, a general rise in compensation and benefits expense commensurate with growth in headcount and with the need to maintain competitive compensation levels.
32
The components of our compensation expense for the three months ended March 31, 2023 and 2022 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended March 31, |
|
|
(in thousands) |
|
2023 |
|
|
2022 |
|
|
Cash compensation and benefits (1) |
|
$ |
16,186 |
|
|
$ |
18,431 |
|
|
Non-cash equity-based compensation expense |
|
|
312 |
|
|
|
228 |
|
|
Total compensation expense |
|
$ |
16,498 |
|
|
$ |
18,659 |
|
|
(1)For the three months ended March 31, 2023 and 2022, $6,531 and $8,627, respectively, of partner incentive payments were included in cash compensation and benefits expense in the Condensed Consolidated Statements of Operations.
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 April 12, 2019, we 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 (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.
Subject to the terms and conditions set forth in the Purchase Agreement, we agreed to pay to Cortina an aggregate maximum amount of $44.9 million, 80% of which was agreed to be paid in cash at closing by us, and 20% of which was agreed to be paid by us in the form of issuance and delivery to certain Principals of Cortina at closing of Class B Units in Silvercrest L.P., in each case subject to certain adjustments as described in the Purchase Agreement. In addition, the Purchase Agreement provides for up to an additional $26.2 million to be paid 80% in cash with certain Principals of Cortina receiving the remaining 20% in the form of Class B Units of Silvercrest L.P. in potential earn-out payments over the next four years.
33
On July 1, 2019, the acquisition was completed pursuant to the Purchase Agreement. At closing, the Company paid to Cortina an aggregate principal amount of $33.6 million in cash, and Silvercrest L.P. paid an additional $9.0 million in the form of issuance and delivery to certain Principals of Cortina of 662,713 Class B Units in Silvercrest L.P. Of the $33.6 million paid in cash, $35.1 million represented consideration, partially offset by net closing credits due to the Company for reimbursable expenses from Cortina.
In addition, the Purchase Agreement provides for up to an additional $26.2 million to be paid 80% in cash with certain Principals of Cortina receiving the remaining 20% in the form of Class B Units of Silvercrest L.P. in potential earn-out payments over the next four years.
The foregoing description of the Purchase Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 to the Form 8-K filed by Silvercrest on April 15, 2019.
On December 13, 2018, we executed an Asset Purchase Agreement (the “Neosho Asset Purchase Agreement”) by and among the Company, Silvercrest L.P. (“SLP”), Silvercrest Asset Management Group LLC (“SAMG LLC”) and Neosho Capital LLC (“Neosho” or the “Seller”), and Christopher K. Richey, Alphonse I. Chan, Robert K. Choi and Vincent G. Pandes, each such individual a principal of Neosho, to acquire certain assets of Neosho. The transaction contemplated by the Neosho Asset Purchase Agreement closed on January 15, 2019 and is referred to herein as the “Neosho Acquisition”.
Information regarding the Cortina and Neosho Acquisitions can be found in Note 3. “Acquisitions” in the “Notes to Condensed Consolidated Financial Statements” in “Item 1. Financial Statements” of this filing.
Operating Results
Revenue
Our revenues for the three months ended March 31, 2023 and 2022 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 vs. 2022 ($) |
|
|
2023 vs. 2022 (%) |
|
Management and advisory fees |
|
$ |
28,368 |
|
|
$ |
32,448 |
|
|
$ |
(4,080 |
) |
|
|
(12.6 |
)% |
Family office services |
|
|
1,062 |
|
|
|
1,062 |
|
|
|
— |
|
|
|
0.0 |
% |
Total revenue |
|
$ |
29,430 |
|
|
$ |
33,510 |
|
|
$ |
(4,080 |
) |
|
|
(12.2 |
)% |
34
The growth in our assets under management during the three months ended March 31, 2023 and 2022 is described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets Under Management |
|
|
(in billions) |
|
Discretionary |
|
|
Non-Discretionary |
|
|
Total |
|
|
As of January 1, 2022 |
|
$ |
25.1 |
|
|
$ |
7.2 |
|
|
$ |
32.3 |
|
|
Gross client inflows |
|
|
1.4 |
|
|
|
0.1 |
|
|
|
1.5 |
|
|
Gross client outflows |
|
|
(1.5 |
) |
|
|
— |
|
|
|
(1.5 |
) |
|
Net client flows |
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
— |
|
|
Market (depreciation)/ appreciation |
|
|
(1.2 |
) |
|
|
0.1 |
|
|
|
(1.1 |
) |
|
As of March 31, 2022 |
|
$ |
23.8 |
|
|
$ |
7.4 |
|
|
$ |
31.2 |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
As of January 1, 2023 |
|
$ |
20.9 |
|
|
$ |
8.0 |
|
|
$ |
28.9 |
|
|
Gross client inflows |
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.6 |
|
|
Gross client outflows |
|
|
(0.7 |
) |
|
|
(0.1 |
) |
|
|
(0.8 |
) |
|
Net client flows |
|
|
(0.2 |
) |
|
|
— |
|
|
|
(0.2 |
) |
|
Market appreciation |
|
|
0.6 |
|
|
|
0.6 |
|
|
|
1.2 |
|
|
As of March 31, 2023 |
|
$ |
21.3 |
|
|
$ |
8.6 |
|
|
$ |
29.9 |
|
(1) |
(1)Less than 5% of assets under management generate performance fees or allocations.
35
The following chart summarizes the performance 1, 2 of each of our principal equity strategies relative to their appropriate benchmarks since inception:
PROPRIETARY EQUITY PERFORMANCE
|
|
|
|
|
|
|
|
|
|
|
|
|
as of March 31, 2023 |
|
ANNUALIZED PERFORMANCE |
|
|
INCEPTION |
|
1-YEAR |
|
3-YEAR |
|
5-YEAR |
|
7-YEAR |
|
INCEPTION |
Large Cap Value Composite |
|
4/1/02 |
|
-7.1 |
|
18.8 |
|
9.5 |
|
11.8 |
|
9.2 |
Russell 1000 Value Index |
|
|
|
-5.9 |
|
17.9 |
|
7.5 |
|
9.0 |
|
7.4 |
Small Cap Value Composite |
|
4/1/02 |
|
-1.3 |
|
22.7 |
|
6.9 |
|
9.6 |
|
10.2 |
Russell 2000 Value Index |
|
|
|
-13.0 |
|
21.0 |
|
4.5 |
|
7.9 |
|
7.4 |
Smid Cap Value Composite |
|
10/1/05 |
|
-10.2 |
|
19.6 |
|
5.5 |
|
9.3 |
|
9.1 |
Russell 2500 Value Index |
|
|
|
-10.5 |
|
21.8 |
|
5.6 |
|
8.0 |
|
7.2 |
Multi Cap Value Composite |
|
7/1/02 |
|
-11.7 |
|
17.2 |
|
6.5 |
|
9.5 |
|
9.2 |
Russell 3000 Value Index |
|
|
|
-6.3 |
|
18.1 |
|
7.3 |
|
9.0 |
|
7.9 |
Equity Income Composite |
|
12/1/03 |
|
-6.5 |
|
16.7 |
|
7.0 |
|
9.8 |
|
10.8 |
Russell 3000 Value Index |
|
|
|
-6.3 |
|
18.1 |
|
7.3 |
|
9.0 |
|
8.0 |
Focused Value Composite |
|
9/1/04 |
|
-15.6 |
|
12.4 |
|
3.1 |
|
7.3 |
|
9.1 |
Russell 3000 Value Index |
|
|
|
-6.3 |
|
18.1 |
|
7.3 |
|
9.0 |
|
7.8 |
Small Cap Opportunity Composite |
|
7/1/04 |
|
-0.9 |
|
22.4 |
|
9.2 |
|
12.0 |
|
10.8 |
Russell 2000 Index |
|
|
|
-11.6 |
|
17.5 |
|
4.7 |
|
8.6 |
|
7.5 |
Small Cap Growth Composite |
|
7/1/04 |
|
-11.8 |
|
25.4 |
|
12.0 |
|
15.6 |
|
10.7 |
Russell 2000 Growth Index |
|
|
|
-10.6 |
|
13.4 |
|
4.3 |
|
8.7 |
|
7.9 |
Smid Cap Growth Composite |
|
1/1/06 |
|
-16.7 |
|
21.9 |
|
13.5 |
|
16.4 |
|
10.8 |
Russell 2500 Growth Index |
|
|
|
10.4 |
|
14.7 |
|
6.8 |
|
10.4 |
|
9.0 |
1 Returns are based upon a time weighted rate of return of various fully discretionary equity portfolios with similar investment objectives, strategies and policies and other relevant criteria managed by SAMG LLC, a subsidiary of Silvercrest. Performance results are gross of fees and net of commission charges. An investor’s actual return will be reduced by the management and advisory fees and any other expenses it may incur in the management of the investment advisory account. SAMG LLC’s standard management and advisory fees are described in Part 2 of its Form ADV. Actual fees and expenses will vary depending on a variety of factors, including the size of a particular account. Returns greater than one year are shown as annualized compounded returns and include gains and accrued income and reinvestment of distributions. Past performance is no guarantee of future results. This report contains no recommendations to buy or sell securities or a solicitation of an offer to buy or sell securities or investment services or adopt any investment position. This report is not intended to constitute investment advice and is based upon conditions in place during the period noted. Market and economic views are subject to change without notice and may be untimely when presented here. Readers are advised not to infer or assume that any securities, sectors or markets described were or will be profitable. SAMG LLC is an independent investment advisory and financial services firm created to meet the investment and administrative needs of individuals with substantial assets and select institutional investors. SAMG LLC claims compliance with the Global Investment Performance Standards (GIPS®).
2 The market indices used to compare to the performance of our strategies are as follows:
The Russell 1000 Index is a capitalization-weighted, unmanaged index that measures the 1000 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 March 31, 2023 versus Three Months Ended March 31, 2022
Our total revenue decreased by $4.1 million, or 12.2%, to $29.4 million for the three months ended March 31, 2023, from $33.5 million for the three months ended March 31, 2022. This decrease was driven by market depreciation and net client outflows in discretionary assets under management.
Total assets under management decreased by $1.3 billion, or 4.2%, to $29.9 billion at March 31, 2023 from $31.2 billion at March 31, 2022. Compared to the three months ended March 31, 2022, there was an increase in market appreciation of $2.3 billion, a decrease of $0.9 billion in client inflows, and a decrease of $0.7 billion in client outflows. During the three months ended March 31,
36
2023, from December 31, 2022, there was an increase of $0.4 billion in discretionary assets under management and an increase of $0.6 billion in non-discretionary assets under management. The increase in assets under management as of March 31, 2023 as compared to December 31, 2022 was primarily due to market appreciation partially offset by net client outflows during the quarter ended March 31, 2023. Sub-advised fund management revenue remained flat at $0.3 million for the three months ended March 31, 2023 and March 31, 2022. Proprietary fund management revenue decreased by $0.1 million for the three months ended March 31, 2023 as compared to the same period in the prior year. With respect to our discretionary assets under management, equity assets experienced an increase of 2.4% during the three months ended March 31, 2023 and fixed income assets increased by 4.7% during the same period. For the three months ended March 31, 2023, most of the increase in equity assets came from our multi cap growth, focused opportunity and core international strategies with composite returns of 14.1%, 13.8% and 13.6%, respectively. As of March 31, 2023, the composition of our assets under management was 71% in discretionary assets, which includes both separately managed accounts and proprietary and sub-advised funds, and 29% 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 March 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2023 |
|
|
2022 |
|
Total AUM as of January 1, |
|
$ |
28.9 |
|
|
$ |
32.3 |
|
Discretionary AUM: |
|
|
|
|
|
|
Total Discretionary AUM as of January 1, |
|
|
20.9 |
|
|
|
25.1 |
|
New client accounts/assets (1) |
|
|
— |
|
|
|
0.1 |
|
Closed accounts (2) |
|
|
— |
|
|
|
— |
|
Net cash inflow/(outflow) (3) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Non-discretionary to Discretionary AUM (4) |
|
|
— |
|
|
|
— |
|
Market appreciation/(depreciation) |
|
|
0.6 |
|
|
|
(1.2 |
) |
Change to Discretionary AUM |
|
|
0.4 |
|
|
|
(1.3 |
) |
Total Discretionary AUM at March 31, |
|
|
21.3 |
|
|
|
23.8 |
|
Change to Non-Discretionary AUM (5) |
|
|
0.6 |
|
|
|
0.2 |
|
Total AUM as of March 31, |
|
$ |
29.9 |
|
|
|
31.2 |
|
(1)Represents new account flows from both new and existing client relationships.
(2)Represents closed accounts of existing client relationships and those that terminated.
(3)Represents periodic cash flows related to existing accounts.
(4)Represents client assets that converted to Discretionary AUM from Non-Discretionary AUM.
(5)Represents the net change to Non-Discretionary AUM.
Expenses
Our expenses for the three months ended March 31, 2023 and 2022 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 vs. 2022 ($) |
|
|
2023 vs. 2022 (%) |
|
Compensation and benefits (1) |
|
$ |
16,498 |
|
|
$ |
18,659 |
|
|
$ |
(2,161 |
) |
|
|
(11.6 |
)% |
General, administrative and other |
|
|
6,181 |
|
|
|
(588 |
) |
|
|
6,769 |
|
|
NM |
|
Total expenses |
|
$ |
22,679 |
|
|
$ |
18,071 |
|
|
$ |
4,608 |
|
|
|
25.5 |
% |
NM = Not Meaningful
(1)For the three months ended March 31, 2023 and 2022, $6,531 and $8,627, respectively, of partner incentive payments were included in cash compensation and benefits expense in the Condensed Consolidated Statements of Operations.
Our expenses are driven primarily by our compensation costs. The table included in “—Expenses—Compensation and Benefits Expense” describes the components of our compensation expense for the three months ended March 31, 2023 and 2022. 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.
37
Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022
Total expenses increased by $4.6 million, or 25.5%, to $22.7 million for the three months ended March 31, 2023 from $18.1 million for the three months ended March 31, 2022. This increase was attributable to an increase in general, administrative and other expenses of $6.8 million, partially offset by a decrease in compensation and benefits expense of $2.2 million.
Compensation and benefits expense decreased by $2.2 million, or 11.6% to $16.5 million for the three months ended March 31, 2023 from $18.7 million for the three months ended March 31, 2022. The decrease was primarily attributable to a decrease in the accrual for bonuses of $2.6 million partially offset by an increase in salaries and benefits of $0.4 million primarily as a result of merit-based increases and newly hired staff.
General and administrative expenses increased by $6.8 million to $6.2 million for the three months ended March 31, 2023 from ($0.6) million for the three months ended March 31, 2022. This was primarily attributable to an adjustment to the fair value of contingent consideration related to the Cortina Acquisition of $6.5 million recorded during the three months ended March 31, 2022, increases in professional fees of $0.1 million, portfolio and system expenses of $0.2 million and travel and entertainment expenses of $0.1 million.
Other Income (Expense), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
(in thousands) |
|
2023 |
|
|
2022 |
|
|
2023 vs. 2022 ($) |
|
|
2023 vs. 2022 (%) |
|
Other income (expense), net |
|
$ |
45 |
|
|
$ |
8 |
|
|
$ |
37 |
|
|
NM |
|
Interest income |
|
|
19 |
|
|
|
1 |
|
|
|
18 |
|
|
NM |
|
Interest expense |
|
|
(116 |
) |
|
|
(78 |
) |
|
|
(38 |
) |
|
|
48.7 |
% |
Total other income (expense), net |
|
$ |
(52 |
) |
|
$ |
(69 |
) |
|
$ |
17 |
|
|
|
(24.6 |
)% |
NM = Not Meaningful
38
Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022
Total other income (expense) net decreased by $17 thousand to other expense of $52 thousand for the three months ended March 31, 2023 from other expense of $69 thousand for the three months ended March 31, 2022. Interest expense increased because of higher interest rates related to borrowings under our credit facility during the three months ended March 31, 2023 as compared with the same period in the prior year.
Provision for Income Taxes
Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022
The provision for income taxes was $1.4 million and $3.0 million for the three months ended March 31, 2023 and 2022, 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 March 31, 2023 and 2022 was 20.7% and 19.3%, respectively.
39
Supplemental Non-GAAP Financial Information
To provide investors with additional insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, we supplement our Condensed Consolidated Financial Statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, and Adjusted Earnings Per Share which are non-GAAP financial measures of earnings.
•EBITDA represents net income before provision for income taxes, interest income, interest expense, depreciation and amortization.
•We define Adjusted EBITDA as EBITDA without giving effect to the Delaware franchise tax, professional fees associated with acquisitions or financing transactions, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. We feel that it is important to management and investors to supplement our Condensed Consolidated Financial Statements presented on a GAAP basis with Adjusted EBITDA, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings of the Company, taking into account earnings attributable to both Class A and Class B shareholders.
•Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue. We feel that it is important to management and investors to supplement our Condensed Consolidated Financial Statements presented on a GAAP basis with Adjusted EBITDA Margin, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring profitability of the Company, taking into account profitability attributable to both Class A and Class B shareholders.
•Adjusted Net Income represents recurring net income without giving effect to professional fees associated with acquisitions or financing transactions, losses on forgiveness of notes receivable from our principals, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. Furthermore, Adjusted Net Income includes income tax expense assuming a blended corporate rate of 26%. We feel that it is important to management and investors to supplement our Condensed Consolidated Financial Statements presented on a GAAP basis with Adjusted Net Income, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring income of the Company, taking into account income attributable to both Class A and Class B shareholders.
•Adjusted Earnings Per Share represents Adjusted Net Income divided by the actual Class A and Class B shares outstanding as of the end of the reporting period for basic Adjusted Earnings Per Share, and to the extent dilutive, we add unvested restricted stock units and non-qualified stock options to the total shares outstanding to compute diluted Adjusted Earnings Per Share. As a result of our structure, which includes a non-controlling interest, we feel that it is important to management and investors to supplement our Condensed Consolidated Financial Statements presented on a GAAP basis with Adjusted Earnings Per Share, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings per share of the Company as a whole as opposed to being limited to our Class A common stock.
These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. Investors should consider our non-GAAP financial measure in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.
40
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
March 31, |
|
|
|
|
2023 |
|
|
2022 |
|
|
Reconciliation of non-GAAP financial measure: |
|
|
|
|
|
|
|
Net income |
|
$ |
5,310 |
|
|
$ |
12,396 |
|
|
GAAP Provision for income taxes |
|
|
1,389 |
|
|
|
2,974 |
|
|
Delaware Franchise Tax |
|
|
50 |
|
|
|
50 |
|
|
Interest expense |
|
|
116 |
|
|
|
78 |
|
|
Interest income |
|
|
(19 |
) |
|
|
(1 |
) |
|
Depreciation and amortization |
|
|
959 |
|
|
|
957 |
|
|
Equity-based compensation |
|
|
312 |
|
|
|
228 |
|
|
Other adjustments (A) |
|
|
64 |
|
|
|
(6,432 |
) |
|
Adjusted EBITDA |
|
$ |
8,181 |
|
|
$ |
10,250 |
|
|
Adjusted EBITDA Margin |
|
|
27.8 |
% |
|
|
30.6 |
% |
|
|
|
|
|
|
|
|
|
Adjusted Net Income and Adjusted Earnings Per Share |
|
|
|
|
|
|
|
Reconciliation of non-GAAP financial measure: |
|
|
|
|
|
|
|
Net income |
|
$ |
5,310 |
|
|
$ |
12,396 |
|
|
GAAP Provision for income taxes |
|
|
1,389 |
|
|
|
2,974 |
|
|
Delaware Franchise Tax |
|
|
50 |
|
|
|
50 |
|
|
Other adjustments (A) |
|
|
64 |
|
|
|
(6,432 |
) |
|
Adjusted earnings before provision for income taxes |
|
|
6,813 |
|
|
|
8,988 |
|
|
Adjusted provision for income taxes: |
|
|
|
|
|
|
|
Adjusted provision for income taxes (26% assumed tax rate) |
|
|
(1,771 |
) |
|
|
(2,337 |
) |
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
5,042 |
|
|
$ |
6,651 |
|
|
|
|
|
|
|
|
|
|
GAAP net income per share (B): |
|
|
|
|
|
|
|
Basic |
|
$ |
0.34 |
|
|
$ |
0.77 |
|
|
Diluted |
|
$ |
0.33 |
|
|
$ |
0.77 |
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share/unit (B): |
|
|
|
|
|
|
|
Basic |
|
$ |
0.36 |
|
|
$ |
0.46 |
|
|
Diluted |
|
$ |
0.35 |
|
|
$ |
0.45 |
|
|
|
|
|
|
|
|
|
|
Shares/units outstanding: |
|
|
|
|
|
|
|
Basic Class A shares outstanding |
|
|
9,474 |
|
|
|
9,872 |
|
|
Basic Class B shares/units outstanding |
|
|
4,544 |
|
|
|
4,591 |
|
|
Total basic shares/units outstanding |
|
|
14,018 |
|
|
|
14,463 |
|
|
|
|
|
|
|
|
|
|
Diluted Class A shares outstanding (C) |
|
|
9,497 |
|
|
|
9,894 |
|
|
Diluted Class B shares/units outstanding (D) |
|
|
5,010 |
|
|
|
5,014 |
|
|
Total diluted shares/units outstanding |
|
|
14,507 |
|
|
|
14,908 |
|
|
41
(A)Other adjustments consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
2023 |
|
|
2022 |
|
|
Acquisition costs (a) |
|
$ |
5 |
|
|
$ |
16 |
|
|
Other (b) |
|
|
59 |
|
|
|
(6,448 |
) |
|
Total other adjustments |
|
$ |
64 |
|
|
$ |
(6,432 |
) |
|
(a)For the three months ended March 31, 2023 and 2022, represents professional fees of $5 related to the acquisition of Cortina.
(b)For the three months ended March 31, 2023, represents an ASC 842 rent adjustment of $48 related to the amortization of property lease incentives and software implementation costs of $11. For the three months ended March 31, 2022, represents a fair value adjustment to the Cortina contingent purchase price consideration of ($6,500), an ASC 842 rent adjustment of $48 related to the amortization of property lease incentives and expenses related to the Coronavirus pandemic of $4.
(b)GAAP net income per share is strictly attributable to Class A shareholders. Adjusted earnings per share takes into account earnings attributable to both Class A and Class B shareholders.
(c)Includes 23,732 and 21,704 unvested restricted stock units at March 31, 2023 and 2022, respectively.
(d)Includes 212,927 and 170,854 unvested restricted stock units and 252,904 unvested non-qualified options at March 31, 2023 and 2022, respectively.
Liquidity and Capital Resources
Historically, the working capital needs of our business have primarily been met through cash generated by our operations. We expect that our cash and liquidity requirements in the next twelve months will be met primarily through cash generated by our operations. The challenges posed by the COVID-19 pandemic and the impact on our business and cash flows are evolving rapidly and cannot be predicted at this time. Consequently, 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 consists of a $7.5 million delayed draw term loan that matures on June 24, 2025 and a $7.5 million revolving credit facility that was scheduled to mature on June 21, 2019. On July 1, 2019, the credit facility was amended to increase the term loan by $18.0 million to $25.5 million, extend the draw date on the term loan facility to July 1, 2024, extend the maturity date of the term loan to July 1, 2026 and increase the revolving credit facility by $2.5 million to $10.0 million. On June 17, 2022, the revolving credit facility was further amended to extend the maturity date to June 18, 2023 and amended to replace LIBOR terms with 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. Borrowings under the term loan on or prior to June 30, 2021 are payable in 20 equal quarterly installments. Borrowings under the term loan after June 30, 2021 will be payable in equal quarterly installments through the maturity date. On February 15, 2022, the credit facility was amended and restated to reflect changes to various definitions and related clauses with respect to our 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. Any undrawn amounts under this facility would be available to fund future acquisitions or for working capital purposes, if needed. As of March 31, 2023, we had $4.5 million outstanding under the term loan. As of March 31, 2023, there were no borrowings outstanding on the revolving credit facility. We were in compliance with the covenants under the credit facility as of March 31, 2023.
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.
42
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 March 31, 2023 and December 31, 2022.
|
|
|
|
|
|
|
|
|
|
|
As of |
|
(in thousands) |
|
March 31,
2023 |
|
|
December 31,
2022 |
|
Cash and cash equivalents |
|
$ |
41,636 |
|
|
$ |
77,432 |
|
Accounts receivable |
|
$ |
9,752 |
|
|
$ |
9,118 |
|
Due from Silvercrest Funds |
|
$ |
1,175 |
|
|
$ |
577 |
|
We anticipate that distributions to the limited partners of Silvercrest L.P. will continue to be a material use of our cash resources and will vary in amount and timing based on our operating results and dividend policy. We pay and intend to continue paying quarterly cash dividends to holders of our Class A common stock. We are a holding company and have no material assets other than our ownership of interests in Silvercrest L.P. As a result, we will depend upon distributions from Silvercrest L.P. to pay any dividends to our Class A stockholders. We expect to cause Silvercrest L.P. to make distributions to us in an amount sufficient to cover dividends, if any, declared by us. Our dividend policy has certain risks and limitations, particularly with respect to liquidity. Although we expect to pay dividends according to our dividend policy, we may not pay dividends according to our policy, or at all, if, among other things, we do not have the cash necessary to pay our intended dividends or our subsidiaries are prevented from making a distribution to us under the terms of our current credit facility or any future financing. To the extent we do not have cash on hand sufficient to pay dividends, we may decide not to pay dividends. By paying cash dividends rather than investing that cash in our future growth, we risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our operations or unanticipated capital expenditures, should the need arise.
Our purchase of Class B units in Silvercrest L.P. that occurred concurrently with the consummation of our initial public offering, and the future exchanges of Class B units of Silvercrest L.P., are expected to result in increases in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P. at the time of our acquisition and these future exchanges, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of tax that we would otherwise be required to pay in the future. We entered into a tax receivable agreement with the current principals of Silvercrest L.P. and any future employee-holders of Class B units pursuant to which we agreed to pay them 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of these increases in tax basis and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments thereunder. The timing of these payments is currently unknown. The payments to be made pursuant to the tax receivable agreement will be a liability of Silvercrest and not Silvercrest L.P., and thus this liability has been recorded as an “other liability” on our Condensed Consolidated Statement of Financial Condition. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase in our share of the tax basis of the tangible and intangible assets of Silvercrest L.P.
The actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount and timing of our income and the tax rates then applicable. Nevertheless, we expect that as a result of the size of the increases in the tax basis of our tangible and intangible assets, the payments that we may make under the tax receivable agreement likely will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased depreciation and amortization of our assets, we expect that future payments to the selling principals of Silvercrest L.P. in respect of our purchase of Class B units from them will aggregate approximately $8.9 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.
43
Cash Flows
The following table sets forth our cash flows for the three months ended March 31, 2023 and 2022. Operating activities consist of net income subject to adjustments for changes in operating assets and liabilities, depreciation, and equity-based compensation expense. Investing activities consist primarily of acquiring and selling property and equipment, and cash paid as part of business acquisitions. Financing activities consist primarily of contributions from partners, distributions to partners, dividends paid on Class A common stock, the issuance and payments on partner notes, other financings, and earnout payments related to business acquisitions.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
(in thousands) |
|
2023 |
|
|
2022 |
|
Net cash provided by operating activities |
|
$ |
(25,520 |
) |
|
$ |
(23,555 |
) |
Net cash used in investing activities |
|
|
(1,063 |
) |
|
|
(33 |
) |
Net cash used in financing activities |
|
|
(9,211 |
) |
|
|
(5,136 |
) |
Net change in cash |
|
$ |
(35,794 |
) |
|
$ |
(28,724 |
) |
Operating Activities
Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022
For the three months ended March 31, 2023 and 2022, operating activities used $25.5 million and $23.6 million, respectively. This difference is primarily the result of a decrease in net income of $7.1 million, a decrease in accrued compensation of $0.7 million, decreased deferred tax expense of $1.5 million, decreased non-cash lease expense of $1.2 million and a decrease in prepaid and other expenses of $0.3 million, partially offset by an increase in equity-based compensation expense of $0.1 million, increased operating lease liabilities of $1.2 million, an increase in receivables and due from Silvercrest funds of $0.2 million and an increase in accounts payable and accrued expense of $7.2 primarily due to a change in the fair value of contingent consideration related to the Cortina Acquisition.
Investing Activities
Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022
For the three months ended March 31, 2023 and 2022, investing activities used $1.1 million and $33 thousand, respectively. The primary use of cash during the three months ended March 31, 2023 and 2022 was for the acquisition of furniture, equipment and leasehold improvements.
Financing Activities
Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022
For the three months ended March 31, 2023 and 2022, financing activities used $9.2 million and $5.1 million, respectively. During the three months ended March 31, 2023 and 2022, the Company repaid $1.8 million and $0.9 million, respectively, of principal on the term loan with City National Bank. Distributions to partners during the three months ended March 31, 2023 and 2022 were $4.1 million and $2.7 million, respectively. During the three months ended March 31, 2023 and 2022, the Company paid dividends of $1.7 million and $1.7 million, respectively, to Class A shareholders. During the three months ended March 31, 2023 and 2022, we received payments from partners on notes receivable of $0.1 million and $0.2 million, respectively. During the three months ended March 31, 2023, we purchased approximately 96 thousand shares of Class A common stock of Silvercrest Asset Management Group Inc., respectively, at a cost of $1.6 million.
We anticipate that distributions to principals of Silvercrest L.P. will continue to be a material use of our cash resources, and will vary in amount and timing based on our operating results and dividend policy.
As of March 31, 2023 and December 31, 2022, $4.5 million and $6.3 million, respectively, was outstanding under the term loan with City National Bank. As of March 31, 2023 and December 31, 2022, accrued but unpaid interest on the term loan with City National Bank was $33 thousand and $37 thousand, respectively.
As of March 31, 2023 and December 31, 2022, there were no borrowings outstanding on our revolving credit facility with City National Bank.
44
Critical Accounting Policies and Estimates
There have been no changes to our critical accounting policies during the three months ended March 31, 2023 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 2, 2023.
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:
•Level 1—includes quoted prices (unadjusted) in active markets for identical instruments at the measurement date. The types of financial instruments included in Level 1 include unrestricted securities, including equities listed in active markets.
•Level 2—includes inputs other than quoted prices that are observable for the instruments, including quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or inputs other than quoted prices that are observable for the instruments. The type of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and managed funds whose net asset value is based on observable inputs.
•Level 3—includes one or more significant unobservable inputs. Financial instruments that are included in this category include assets under management primarily comprised of investments in privately held entities, limited partnerships, and other instruments where the fair value is based on unobservable inputs.
The table below summarizes the approximate amount of assets under management for the periods indicated for which fair value is measured based on Level 1, Level 2 and Level 3 inputs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
(in billions) |
|
March 31, 2023 AUM |
|
$ |
22.7 |
|
|
$ |
3.9 |
|
|
$ |
3.3 |
|
|
$ |
29.9 |
|
December 31, 2022 AUM |
|
$ |
22.4 |
|
|
$ |
3.6 |
|
|
$ |
2.9 |
|
|
$ |
28.9 |
|
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, 2022 and Item 3. “– Qualitative and Quantitative Disclosures Regarding Market Risk.”
45
The average value of our assets under management for the three months ended March 31, 2023 was approximately $29.4 billion. Assuming a 10% increase or decrease in our average assets under management and the change being proportionately distributed over all our products, the value would increase or decrease by approximately $2.9 billion for the three months ended March 31, 2023, which would cause an annualized increase or decrease in revenues of approximately $11.8 million for the three months ended March 31, 2023, at a weighted average fee rate for the three months ended March 31, 2023 of 0.40%.
The average value of our assets under management for the year ended December 31, 2022 was approximately $30.6 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 $3.1 billion for the year ended December 31, 2022, which would cause an annualized increase or decrease in revenues of approximately $12.3 million for the year ended December 31, 2022, at a weighted average fee rate for the year ended December 31, 2022 of 0.40%.
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.