Annual report pursuant to Section 13 and 15(d)

Debt

v3.7.0.1
Debt
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Debt

9. DEBT

Credit Facility

On June 24, 2013, the subsidiaries of SLP entered into a $15,000 credit facility with City National Bank. The subsidiaries of SLP are the borrowers under such facility and SLP guarantees the obligations of its subsidiaries under the credit facility. The credit facility is secured by certain assets of SLP and its subsidiaries. The credit facility consists of a $7,500 delayed draw term loan that matures on June 24, 2020 and a $7,500 revolving credit facility that matures on December 24, 2016. As of December 23, 2016, the revolving credit facility was extended for one year.  The loan bears interest at either (a) the higher of the prime rate plus a margin of 0.05 percentage points and 2.5% or (b) the LIBOR rate plus 3 percentage points, at the borrowers’ option. On June 28, 2013, the borrowers borrowed $7,000 on the revolving credit loan. As of December 31, 2015 and 2014, no amount has been drawn on the term loan credit facility and the borrowers may draw up to the full amount of the term loan through June 25, 2018. Borrowings under the term loan on or prior to June 24, 2015 will be payable in 20 equal quarterly installments. Borrowings under the term loan after June 24, 2015 will be payable in equal quarterly installments through the maturity date. The credit facility contains restrictions on, among other things, (i) incurrence of additional debt, (ii) creating liens on certain assets, (iii) making certain investments, (iv) consolidating, merging or otherwise disposing of substantially all of our assets, (v) the sale of certain assets, and (vi) entering into transactions with affiliates. In addition, the credit facility contains certain financial covenants including a test on discretionary assets under management, maximum debt to EBITDA and a fixed charge coverage ratio. The credit facility contains customary events of default, including the occurrence of a change in control which includes a person or group of persons acting together acquiring more than 30% of the total voting securities of Silvercrest.

As of December 31, 2016 and 2015, the Company did not have any outstanding borrowings under the revolving credit loan.

Interest expense, which also includes amortization of deferred financing fees, incurred on the revolving credit and term loans was $47, $40 and $148 for the years ended December 31, 2016, 2015 and 2014.

Notes Payable

The following is a summary of notes payable:

 

 

 

December 31, 2016

 

 

 

Interest Rate

 

 

Amount

 

Principal on fixed rate notes

 

 

5.0

%

 

$

1,538

 

Variable rate notes issued for redemption of partners’ interests (see Note 15)

 

 

Prime plus 1

%

 

 

895

 

Interest payable

 

 

 

 

 

 

53

 

Total, December 31, 2016

 

 

 

 

 

$

2,486

 

 

 

 

December 31, 2015

 

 

 

Interest Rate

 

 

Amount

 

Principal on fixed rate notes

 

 

5.0

%

 

$

2,639

 

Variable rate notes issued for redemption of partners’ interest (see Note 15)

 

 

Prime plus 1

%

 

 

1,789

 

Interest payable

 

 

 

 

 

 

86

 

Total, December 31, 2015

 

 

 

 

 

$

4,514

 

 

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

As of December 31, 2016, future principal amounts payable under the fixed and variable rate notes are as follows:

 

2017

 

$

1,711

 

2018

 

 

722

 

Total

 

$

2,433

 

 

On June 3, 2013, Silvercrest redeemed units from two of our former principals. In conjunction with this redemption, Silvercrest issued promissory notes with an aggregate principal amount of approximately $5,300, subject to downward adjustments to the extent of any breach by the holders of such notes. The principal amounts of the notes were originally payable in four equal annual installments on each of June 3, 2014, 2015, 2016 and 2017. The principal amount outstanding under these notes bear interest at the U.S. Prime Rate plus 1% in effect at the time payments are due. Silvercrest elected not to make the June 3, 2014 payment as it was being assessed as to whether the former principals had complied with the note covenants and whether any reduction to these notes should be made.  In October 2014, certain reductions totaling $1,722 were agreed to, based upon a review of the note covenants.  As a result, the principal amounts of the notes of $3,578 are payable in four equal installments of approximately $900 on November 1, 2014, and on each of August 1, 2015, 2016 and 2017.  As of December 31, 2016 and 2015, $895 and $1,789, respectively, remained outstanding on the notes issued to the two former principals. Accrued but unpaid interest on these notes issued to the two former principals was approximately $17 and $32 as of December 31, 2016 and 2015, respectively.

On June 30, 2015, Silvercrest issued promissory notes in an aggregate principal amount of approximately $2,165 in connection with the Jamison Acquisition.  The principal amount outstanding under the notes bears interest at 5% per annum.  The principal amounts of the notes are payable in three equal installments of approximately $722 on each of June 30, 2016, 2017 and 2018.  As of December 31, 2016 and 2015, $1,443 and $2,165, respectively, remained outstanding on these notes.  Accrued but unpaid interest on the notes was approximately $36 and $55 as of December 31, 2016 and 2015, respectively.