Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40103 | |
Entity Registrant Name | AlTi Global, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 92-1552220 | |
Entity Address, Address Line One | 520 Madison Avenue, 26th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 396-5904 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | ALTI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001838615 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Class A shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 62,957,660 | |
Class B shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 55,032,961 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Financial Position (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 24,106 | $ 7,131 |
Investments at fair value | 164,789 | 145 |
Equity method investments | 38,733 | 52 |
Intangible assets, net of accumulated amortization | 499,479 | 20,578 |
Goodwill | 561,188 | 25,464 |
Operating lease right-of-use assets | 27,788 | 10,095 |
Other assets | 49,023 | 3,817 |
Total assets held for sale | 11,050 | 0 |
Total assets | 1,405,745 | 91,989 |
Liabilities | ||
Accounts payable and accrued expenses | 38,724 | 8,073 |
Accrued compensation and profit sharing | 15,245 | 15,660 |
Accrued member distributions payable | 11,302 | 11,422 |
Earn-out liability, at fair value | 54,884 | 0 |
TRA liability | 15,092 | 0 |
Delayed share purchase agreement | 1,818 | 1,818 |
Earn-in consideration payable | 1,675 | 1,519 |
Operating lease liabilities | 28,925 | 10,713 |
Debt, net of unamortized deferred financing cost | 169,094 | 21,187 |
Deferred tax liability, net | 29,895 | 82 |
Deferred income | 458 | 0 |
Other liabilities | 12,883 | 3,662 |
Liabilities held for sale | 2,694 | 0 |
Total liabilities | 382,689 | 74,136 |
Commitments and contingencies (Note 19) | ||
Shareholders' Equity | ||
Additional paid-in capital | 516,262 | 0 |
Retained earnings (accumulated deficit) | (53,244) | 0 |
Accumulated other comprehensive income (loss) | 9,182 | (1,077) |
Total AlTi Global, Inc. shareholders' equity | 472,206 | 17,533 |
Non-controlling interest in subsidiaries | 550,850 | 320 |
Total shareholders' equity | 1,023,056 | 17,853 |
Total liabilities and shareholders' equity | 1,405,745 | 91,989 |
Class A shares | ||
Shareholders' Equity | ||
Common stock | 6 | 3 |
Class B shares | ||
Shareholders' Equity | ||
Common stock | 0 | 18,607 |
Fees receivable, net | ||
Assets | ||
Contract with customer, receivable | 29,589 | 19,540 |
Other receivable, net | ||
Assets | ||
Contract with customer, receivable | $ 0 | $ 5,167 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues [Abstract] | ||||
Total income | $ 51,881 | $ 18,892 | $ 109,928 | $ 38,862 |
Operating Expenses | ||||
Compensation and employee benefits | 32,636 | 11,861 | 95,808 | 25,421 |
Systems, technology and telephone | 4,110 | 1,418 | 7,939 | 2,858 |
Sales, distribution and marketing | 568 | 219 | 1,094 | 437 |
Occupancy costs | 3,352 | 1,135 | 6,532 | 2,103 |
Professional fees | 15,459 | 1,668 | 38,343 | 3,083 |
Travel and entertainment | 1,306 | 570 | 3,252 | 837 |
Depreciation and amortization | 3,655 | 597 | 8,172 | 1,207 |
Impairment loss on intangible assets | 29,393 | 0 | 29,393 | 0 |
General, administrative and other | 2,538 | 345 | 3,971 | 663 |
Total operating expenses | 93,017 | 17,813 | 194,504 | 36,609 |
Total operating income (loss) | (41,136) | 1,079 | (84,576) | 2,253 |
Other Income (Expenses) | ||||
Gain (loss) on investments | (5,154) | 44 | (1,704) | 25 |
Gain (loss) on TRA | (1,792) | 0 | (2,092) | 0 |
Gain (loss) on warrant liability | 76 | 0 | (12,866) | 0 |
Gain (loss) on earn-out liability | 66,083 | 0 | 36,877 | 0 |
Interest and dividend income (expense) | (3,371) | (105) | (6,632) | (179) |
Other income (expense) | (706) | 5 | (647) | 2 |
Income (loss) before taxes | 14,000 | 1,023 | (71,640) | 2,101 |
Income tax (expense) benefit | 15,446 | (110) | 10,796 | (303) |
Net income (loss) | 29,446 | 913 | (60,844) | 1,798 |
Net income (loss) attributed to non-controlling interests in subsidiaries | (13,996) | (52) | (35,546) | (65) |
Net income (loss) attributable to AlTi Global, Inc. | 43,442 | 965 | (25,298) | 1,863 |
Other Comprehensive (Loss) Income | ||||
Foreign currency translation adjustments | 8,237 | (687) | 17,908 | (962) |
Other comprehensive income (loss) for the period | (682) | 0 | (682) | 0 |
Total comprehensive income (loss) | 37,001 | 226 | (43,618) | 836 |
Other income (loss) attributed to non-controlling interests in subsidiaries | (10,681) | (52) | (27,501) | (65) |
Comprehensive income (loss) attributable to AlTi Global, Inc. | $ 47,682 | $ 278 | $ (16,117) | $ 901 |
Net Income (Loss) Per Share | ||||
Basic (in dollars per share) | $ 0.73 | $ 137.72 | $ (0.43) | $ 265.88 |
Diluted (in dollars per share) | $ 0.26 | $ 137.72 | $ (0.43) | $ 265.88 |
Weighted Average Shares of Class A Common Stock Outstanding | ||||
Basic (in shares) | 59,286,346 | 7,007 | 58,425,916 | 7,007 |
Diluted (in shares) | 114,319,307 | 7,007 | 58,454,342 | 7,007 |
Management/Advisory fees | ||||
Revenues [Abstract] | ||||
Total income | $ 47,440 | $ 18,892 | $ 93,910 | $ 38,862 |
Incentive fees | ||||
Revenues [Abstract] | ||||
Total income | 469 | 0 | 1,046 | 0 |
Distributions from investments | ||||
Revenues [Abstract] | ||||
Total income | 2,203 | 0 | 12,233 | 0 |
Other fees/income | ||||
Revenues [Abstract] | ||||
Total income | $ 1,769 | $ 0 | $ 2,739 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) - USD ($) | Total | Alvarium Home REIT Advisors Ltd ("AHRA") | Additional paid-in-capital | Additional paid-in-capital Alvarium Home REIT Advisors Ltd ("AHRA") | Retained earnings (accumulated deficit) | Accumulated other comprehensive income | Non-controlling interest in subsidiaries | Non-controlling interest in subsidiaries Alvarium Home REIT Advisors Ltd ("AHRA") | Total Members' Capital | Class A shares | Class A shares Common Stock | Class B shares | Class B shares Common Stock |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | $ 1,798,000 | $ (65,000) | $ 1,863,000 | $ 1,863,000 | |||||||||
Other comprehensive income (loss) for the period | 0 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 40,021,000 | $ 0 | 433,000 | 39,588,000 | $ 6,000 | 39,582,000 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||
Member capital distributions | (4,300,000) | (4,300,000) | (1,000) | (4,299,000) | |||||||||
Member tax distributions | (5,129,000) | (5,129,000) | (1,000) | (5,128,000) | |||||||||
Restricted unit compensation | 1,183,000 | 1,183,000 | 1,183,000 | ||||||||||
Net income (loss) for the period | 1,798,000 | (65,000) | 1,863,000 | 1,863,000 | |||||||||
Other comprehensive income (loss) for the period | (962,000) | (962,000) | |||||||||||
Ending balance at Jun. 30, 2022 | 32,611,000 | (962,000) | 368,000 | 33,205,000 | 4,000 | 33,201,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | 913,000 | (52,000) | 965,000 | 965,000 | |||||||||
Other comprehensive income (loss) for the period | 0 | ||||||||||||
Beginning balance at Mar. 31, 2022 | 35,302,000 | (275,000) | 420,000 | 35,157,000 | 5,000 | 35,152,000 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||
Member capital distributions | (2,150,000) | (2,150,000) | (1,000) | (2,149,000) | |||||||||
Member tax distributions | (1,358,000) | (1,358,000) | (1,358,000) | ||||||||||
Restricted unit compensation | 591,000 | 591,000 | 591,000 | ||||||||||
Net income (loss) for the period | 913,000 | (52,000) | 965,000 | 965,000 | |||||||||
Other comprehensive income (loss) for the period | (687,000) | (687,000) | |||||||||||
Ending balance at Jun. 30, 2022 | 32,611,000 | (962,000) | 368,000 | $ 33,205,000 | $ 4,000 | $ 33,201,000 | |||||||
Beginning balance (in shares) at Jan. 02, 2023 | 55,388,023 | 55,032,961 | |||||||||||
Beginning balance at Jan. 02, 2023 | 1,014,908,000 | $ 435,859,000 | $ (27,946,000) | 0 | 606,989,000 | $ 6,000 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of shares - exercise of warrants (in shares) | 428,626 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 57,916,649 | 55,032,961 | |||||||||||
Ending balance at Mar. 31, 2023 | 960,705,000 | 462,275,000 | (96,686,000) | 4,941,000 | 590,169,000 | $ 6,000 | $ 0 | ||||||
Beginning balance (in shares) at Jan. 02, 2023 | 55,388,023 | 55,032,961 | |||||||||||
Beginning balance at Jan. 02, 2023 | 1,014,908,000 | 435,859,000 | (27,946,000) | 0 | 606,989,000 | $ 6,000 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of shares to Alvarium Employee Benefit Trust (in shares) | 2,100,000 | ||||||||||||
Issuance of shares to Alvarium Employee Benefit Trust | 21,000,000 | 21,000,000 | |||||||||||
Net income (loss) | (60,844,000) | (25,298,000) | (35,546,000) | ||||||||||
Currency translation adjustment | 17,908,000 | 9,546,000 | 8,362,000 | ||||||||||
Cancellation of AHRA call option | $ 154,000 | $ 154,000 | |||||||||||
Other comprehensive income (loss) for the period | (682,000) | (364,000) | (318,000) | ||||||||||
Payment for partner’s tax | (998,000) | (998,000) | |||||||||||
Share based compensation | 2,131,000 | 2,131,000 | |||||||||||
AHRA deconsolidation | 0 | $ 28,791,000 | (28,791,000) | ||||||||||
Issuance of shares - exercise of warrants (in shares) | 5,469,648 | ||||||||||||
Issuance of shares - exercise of warrants | 29,479,000 | 29,479,000 | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 62,957,671 | 62,957,671 | 55,032,961 | 55,032,961 | |||||||||
Ending balance at Jun. 30, 2023 | 1,023,056,000 | 516,262,000 | (53,244,000) | 9,182,000 | 550,850,000 | $ 6,000 | $ 0 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||
Net income (loss) for the period | (60,844,000) | (25,298,000) | (35,546,000) | ||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 57,916,649 | 55,032,961 | |||||||||||
Beginning balance at Mar. 31, 2023 | 960,705,000 | 462,275,000 | (96,686,000) | 4,941,000 | 590,169,000 | $ 6,000 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | 29,446,000 | 43,442,000 | (13,996,000) | ||||||||||
Currency translation adjustment | 8,237,000 | 4,605,000 | 3,632,000 | ||||||||||
Cancellation of AHRA call option | 154,000 | 154,000 | |||||||||||
Other comprehensive income (loss) for the period | (682,000) | (364,000) | (318,000) | ||||||||||
Payment for partner’s tax | (998,000) | (998,000) | |||||||||||
Share based compensation | 2,131,000 | 2,131,000 | |||||||||||
AHRA deconsolidation | $ 0 | $ 28,791,000 | $ (28,791,000) | ||||||||||
Issuance of shares - exercise of warrants (in shares) | 5,041,022 | ||||||||||||
Issuance of shares - exercise of warrants | 24,063,000 | 24,063,000 | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 62,957,671 | 62,957,671 | 55,032,961 | 55,032,961 | |||||||||
Ending balance at Jun. 30, 2023 | 1,023,056,000 | $ 516,262,000 | (53,244,000) | $ 9,182,000 | 550,850,000 | $ 6,000 | $ 0 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||
Net income (loss) for the period | $ 29,446,000 | $ 43,442,000 | $ (13,996,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||||||
Net income (loss) | $ 29,446 | $ 913 | $ (60,844) | $ 1,798 | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization | 3,655 | 597 | 8,172 | 1,207 | ||
Amortization of debt discounts and deferred financing costs | (2,816) | 0 | ||||
Unrealized (gain) loss on investments | 170 | 54 | ||||
Impairment loss on intangible assets | 29,393 | 0 | $ 29,393 | 29,393 | 0 | |
Gain (loss) on TRA | 1,792 | 0 | 2,092 | 0 | ||
(Income) loss on equity method investments | 1,654 | (32) | ||||
Restricted unit compensation | 0 | 1,183 | ||||
Gain (loss) on warrant liability | (76) | 0 | 12,866 | 0 | ||
Gain (loss) on earn-out liability | (66,083) | 0 | (36,877) | 0 | ||
Deferred income tax (benefit) expense | (16,392) | (64) | ||||
Equity-settled share-based payments | 31,821 | 0 | ||||
Unrealized foreign currency (gains)/losses | 1,189 | 0 | ||||
(Gain) loss from retirement of debt | (73) | 0 | ||||
Fair value of interest rate swap | 33 | (230) | ||||
Cash flows due to changes in operating assets and liabilities | ||||||
Fees receivable | 8,476 | 1,350 | ||||
Other assets | (4,366) | (1,285) | ||||
Operating cash flow from operating leases | 555 | 642 | ||||
Accounts payable and accrued expenses | (22,484) | (619) | ||||
Accrued compensation and profit sharing | (10,056) | (3,310) | ||||
Distributions due to former TIG members | 0 | 0 | ||||
Other liabilities | (9,090) | 183 | ||||
Other operating activities | (31) | 0 | ||||
Net cash provided by (used in) operating activities | (66,491) | 1,642 | ||||
Cash Flows from Investing Activities | ||||||
Cash acquired from consolidation of variable interest entity | 0 | 471 | ||||
Cash payment for acquisition of TWMH and TIG historical equity | (99,999) | 0 | ||||
Receipt of payments of notes receivable from members | 216 | 345 | ||||
Loans to members | 0 | (301) | ||||
Cash receipts from the repayment of advances and loans | 302 | 0 | ||||
Purchase of TIH shares | (15,435) | (159) | ||||
Distributions from investments | 0 | 1 | ||||
Purchase of TIH shares | 0 | (382) | ||||
Purchase of Holbein | 0 | (8,097) | ||||
Payment of Payout Right | (760) | 0 | ||||
Acquisition of AL Wealth Partners, net of cash acquired | 14,430 | 0 | ||||
Sales of investments | 1,812 | 470 | ||||
Purchases of fixed assets | (254) | (3) | ||||
Net cash provided by (used in) investing activities | (128,548) | (7,655) | ||||
Cash Flows from Financing Activities | ||||||
Member contribution (distribution) | (5,305) | (8,429) | ||||
Payments on term notes and lines of credit | (141,950) | (1,280) | ||||
Borrowings on term notes and lines of credit | 188,660 | 12,300 | ||||
Increase (decrease) in distributions due to former TIG members | (13,355) | 0 | ||||
Cash payment for purchase of shares to be transferred as part of Alvarium share compensation | (4,215) | 0 | ||||
Cash receipts from exercise of Warrants | 5,836 | 0 | ||||
Other financing activities | 1 | 0 | ||||
Net cash provided by (used in) financing activities | 29,672 | 2,591 | ||||
Effect of exchange rate changes on cash | (1,565) | (110) | ||||
Net increase (decrease) in cash | (166,932) | (3,532) | ||||
Cash and cash equivalents at beginning of the period | 194,037 | 8,040 | ||||
Cash and cash equivalents at end of the period | 27,105 | 4,508 | 27,105 | 27,105 | 4,508 | |
Reconciliation of balance sheet cash and cash equivalents to cash flows: | ||||||
Cash and cash equivalents on balance sheet | 24,106 | 4,508 | 24,106 | 24,106 | 4,508 | $ 7,131 |
Cash and cash equivalents included in Assets held for sale (Note 3) | 2,999 | 0 | 2,999 | 2,999 | 0 | |
Cash and cash equivalents, including cash in Assets held for sale | $ 27,105 | $ 4,508 | $ 27,105 | 27,105 | 4,508 | |
Supplemental Disclosure of Cash Flow Information | ||||||
Income taxes | 842 | 399 | ||||
Interest payments on term notes and lines of credit | 4,086 | 187 | ||||
Shareholder Loan | ||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Forgiveness of debt | 117 | 619 | ||||
Member Notes Receivable | ||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Forgiveness of debt | $ 0 | $ 146 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Financial Position (Unaudited) | Jun. 30, 2023 $ / shares shares |
Class A shares | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, authorized (in shares) | 792,149,819 |
Common stock, outstanding (in shares) | 62,957,671 |
Class B shares | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, authorized (in shares) | 94,967,039 |
Common stock, outstanding (in shares) | 55,032,961 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business AlTi Global, Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company”, “AlTi” or “Successor”) is a multi-disciplinary financial services business, with a diverse array of investment, advisory, and administrative capabilities. The Company is a global organization that manages or advises approximately $68.9 billion in combined assets as of June 30, 2023 (Successor). The Company provides holistic solutions for Wealth Management clients through a full spectrum of Wealth Management services, including discretionary investment management services, non-discretionary investment advisory services, trust services, administration services, and family office services. It also structures, arranges, and provides a network of investors with co-investment opportunities in a variety of alternative assets which are either managed intra-group or by carefully selected managers in the relevant asset class. The Company manages and advises both public and private investment funds and also provides strategic advisory, corporate advisory, brokerage and placement agency services to entrepreneurs, “late stage” companies (particularly in the media, technology and innovation sectors), asset managers, private equity sponsors, and investment funds. Business Combination The Registrant was initially incorporated in the Cayman Islands as Cartesian Growth Capital, a special purpose acquisition company (“Cartesian SPAC”). In anticipation of the business combination: • The holders of the equity of Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH” or “Predecessor”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”) contributed their TWMH and TIG equity to AlTi Global Capital, LLC, formerly known as Alvarium Tiedemann Capital, LLC, (“Umbrella”) making TWMH and the TIG wholly owned subsidiaries of Umbrella. • AlTi Asset Management Holdings 2 Limited, formerly known as Alvarium Investments Limited, an English private limited company (“Alvarium”) reorganized such that it became the wholly owned indirect subsidiary of AlTi Global Topco Limited (“AlTi Global Topco”). • Cartesian SPAC formed Rook MS, LLC, a Delaware limited liability company (“Umbrella Merger Sub”) Pursuant to the Business Combination on January 3, 2023 (“Business Combination Date”): • The Registrant was redomiciled as a Delaware corporation and changed its name to Alvarium Tiedemann Holdings, Inc. Effective April 19, 2023, Alvarium Tiedemann Holding, Inc. changed its name to AlTi Global, Inc. • The Registrant acquired all the outstanding share capital of AlTi Global Topco. • Umbrella Merger Sub, LLC merged into Umbrella with AlTi Global Capital, LLC, formerly known as Alvarium Tiedemann Capital, LLC as the surviving entity. • The Company acquired 51% of the equity interests of Umbrella, while the existing TWMH and TIG rollover shareholders hold a 49% economic interest in Umbrella. Umbrella holds 100% of the equity interests of TWMH, TIG, and Alvarium. • Through a series of intercompany transactions, AlTi was restructured to reflect the final structure depicted below: Capital Structure The Registrant has the following classes of shares and other instruments outstanding: • Class A Shares – Shares of Class A common stock that are publicly traded. Class A Shareholders are entitled to declared dividends from Class A shares. As of June 30, 2023 (Successor), the Class A Shares represent 53% of the total voting power of all shares. • Class B Shares – Shares of Class B common stock that are not publicly traded. Class B shareholders are entitled to distributions declared by the Board. As of June 30, 2023 (Successor), the Class B Shares represent 47% of the total voting power of all shares. • Warrants – Prior to the Business Combination, the Company issued warrants to purchase Class A Shares at a price of $11.50 per share. Throughout the period from January 3, 2023 to March 31, 2023 (Successor), 428,626 warrants were exercised. On April 3, 2023, 78,864 warrants were exercised. On June 7, 2023, the Company closed an offer and consent solicitation and entered into a warrant amendment, pursuant to which the remaining 19,892,387 warrants were exchanged for Class A Shares. The exercises and exchanges throughout the period from January 3, 2023 to June 30, 2023 (Successor) resulted in an increase in Additional Paid-in-Capital amount of $29.5 million. Following the exchanges, none of the warrants were outstanding as of June 30, 2023 (Successor). The following table presents the number of shares of the Registrant that were outstanding as of June 30, 2023 (Successor): As of June 30, Class A shares 62,957,671 Class B shares 55,032,961 Segments Our business is organized into two operating segments: Wealth Management and Asset Management. Described below are the segments and the revenue generated by each, which broadly fall into three categories: recurring management, advisory, or administration fees; performance or incentive fees; and transaction fees. Wealth Management Our Wealth Management services principally consist of investment management and advisory services, trusts and administrative services, and family office services. Our Wealth Management client base includes high net worth individuals, families, single family offices, foundations, and endowments globally. Investment management or advisory fees are the primary source of revenue in our Wealth Management segment. These fees are generally calculated based on a percentage of the value of each client’s billable assets under management (“AUM”) or assets under advisement (“AUA”) (as applicable). As of June 30, 2023 (Successor), this segment had $48.6 billion in AUM/AUA. Investment Management and Advisory Services In our investment management and advisory services teams, we diversify our clients’ portfolios across risk factors, geographies, traditional asset classes such as money markets, equities and fixed income, and alternative asset classes including private equity, private debt, hedge funds, real estate, and other assets through highly experienced, and hard to access, third-party managers. Trusts and Administration Services The trusts and administration services that we provide include entity formation and management, creating or modifying trust instruments and/or administrative practices to meet beneficiary needs, full corporate, trustee-executor, and fiduciary services. We also offer provision of directors and company secretarial services, administering entity ownership of intellectual property (“IP”) rights, advice and administration services in connection with investments in marine and aviation assets, and administering entity ownership of fine art and collectibles. Family Office Services (FOS) Our family office services are tailored outsourced family office solutions and administrative services which we provide primarily to our larger clients. These services include bookkeeping and back-office services, private foundation management and grantmaking, oversight of trust administration, financial tracking and reporting, cash flow management and bill pay, and other financial services. Asset Management Our Asset Management services include alternatives platform, public and private real estate (including co-investment), and strategic advisory businesses. Alternatives Platform Our alternatives platform represents our legacy TIG business which is an alternative asset manager. This platform includes our TIG Arbitrage strategy and funds managed by our External Strategic Managers. Our alternatives platform client base is predominantly comprised of institutional investors. The TIG Arbitrage strategy is our event-driven strategy based in New York through which management fees and incentive fees based on performance are received from the underlying funds and accounts. The strategies of our External Strategic Managers include Real Estate Bridge Lending, European Equities and Asian Credit and Special Situations. We receive distributions from our External Strategic Managers through our profit or revenue sharing arrangements that are generated through their management and incentive fees based on performance of the underlying investments. As of June 30, 2023 (Successor), this platform had $7.9 billion in AUM/AUA. Real Estate - Public and Private Our real estate business includes fund management services as well as co-investment solutions. As of June 30, 2023 (Successor), this business had approximately $12.4 billion of AUM/AUA. Fund Management Our real estate fund management business manages two funds based in the United Kingdom, LXi REIT plc, a publicly traded real estate investment trust, and Home Long Income Fund, a private fund. Fees from our real estate fund management business are earned from management and advisory services. Prior to the Business Combination, AlTi RE Limited, formerly known as Alvarium RE Limited (“ARE”), an indirect wholly owned subsidiary of Alvarium, entered into an agreement to sell 100% of the equity of Alvarium Home REIT Advisors Ltd. (“AHRA”), the advisor to the publicly-traded fund Home REIT Plc (“Home REIT”), to a newly formed entity (“NewCo”) owned by the management of AHRA, for aggregate consideration approximately equal to $29 million. The consideration comprised a promissory note maturing December 31, 2023, subject to extension if mutually agreed upon by the parties thereto. Additionally, ARE was granted a call option pursuant to which ARE had the right to repurchase AHRA prior to the repayment of the note for a purchase price equal to the note balance then outstanding thereunder. Subsidiaries are companies over which a company has the power indirectly and/or directly to control the financial and operating policies so as to obtain benefits. In assessing control for accounting purposes, potential voting rights that are presently exercisable or convertible (including rights which may arise on the exercise of an option) are taken into account. With respect to the AHRA, the above arrangements resulted in AHRA continuing to be consolidated by AlTi after its legal disposal to NewCo. Due to this consolidation, after the Business Combination, an intangible asset was recognized related to the investment advisory agreement between AHRA and Home REIT. On June 30, 2023, the Company entered into a series of agreements that resulted in the deconsolidation of AHRA from the Asset Management segment with immediate effect. The agreements removed ARE’s potential controlling voting rights in AHRA (previously ascertainable on the exercise of the option), and terminated other residual contractual relationships between AHRA and ARE. As a result, these agreements removed AlTi’s control of AHRA from an accounting perspective. AHRA’s results were included in the Company’s Condensed Consolidated Statement of Operations for the period from January 3, 2023 to June 30, 2023 (Successor), but its accounts were removed from the Consolidated Statement of Financial Position as of June 30, 2023 (Successor). The deconsolidation resulted in an intangible asset impairment charge of $29.4 million, which is recorded as an Impairment loss on intangible assets in the Condensed Consolidated Statement of Operations. Assets managed by AHRA, however, have been excluded from the Company’s AUM/AUA metrics since January 3, 2023. Co-Investment Our real estate co-investment business, which was part of the legacy Alvarium business, oversees deal origination, due diligence, documentation, and structuring from inception to exit for a variety of strategies, including forward funding, development, income, value-add and planning. Investors are typically HNWIs, single family offices, and institutional investors. Fees earned related to our real estate co-investment business include private market, incentive fees, management and advisory fees, and placement and brokerage fees. As of June 30, 2023 (Successor), our real estate co-investment platform had deployed more than $7.8 billion of capital (inclusive of capital raised for our public and private real estate funds), of which approximately 14% has been invested by legacy Alvarium shareholders and senior employees. Strategic Advisory |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries for the period from January 3, 2023 to June 30, 2023 (Successor) and the Condensed Consolidated Statement of Financial Position of TWMH and its subsidiaries as of December 31, 2022 (Predecessor) and the Condensed Consolidated Statement of Operations of TWMH for the period from January 1, 2022 to June 30, 2022 (Predecessor). The condensed consolidated financial statements have been prepared under the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) and conforms to prevailing practices within the financial services industry, as applicable to the Company. The notes are an integral part of the Company’s condensed consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s condensed consolidated financial statements have been included and are of a normal and recurring nature. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period presentations and disclosures, while not required to be recast, may be reclassified to ensure comparability with current period classifications. (b) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the condensed consolidated financial statements of the Company. The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period; (ii) the fair values of the Company’s investments and liabilities with respect to the Tax Receivable Agreement (“TRA”), warrants and Earn-out Securities, as changes in these fair values have a direct impact on the Company’s consolidated net income (loss); (iii) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets; (iv) the qualitative and quantitative assessments of whether impairments of acquired intangible assets and goodwill exist; and (v) the determination of whether to consolidate a variable interest entity (“VIE”); and (vi) fair value of assets acquired and liabilities assumed in business combinations, including assumptions with respect to future cash inflows and outflows, discount rates, assets useful lives, market multiples, the allocation of purchase price consideration in the business combination valuation of acquired assets and liabilities, the estimated useful lives of intangible assets, goodwill impairment testing, assumptions used to calculate equity-based compensation, and the realization of deferred tax assets. Inherent in such estimates are judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. While management believes that the estimates utilized in preparing the condensed consolidated financial statements are reasonable and prudent, actual results could differ materially from those estimates. (c) Consolidation The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. The Company determines whether an entity should be consolidated by first evaluating whether it holds a variable interest in the entity. Entities that are not VIEs are further evaluated for consolidation under the voting interest model (“VOE” model). An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered a variable interest. The Company factors in all economic interests, including proportionate interests through related parties, to determine if fees are considered a variable interest. Where the Company’s interests in funds are primarily management fees and insignificant direct or indirect equity interests through related parties, the Company is not considered to have a variable interest in such entities. The Company consolidates all VIEs for which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company does not consolidate any of the products it manages as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses of an entity or the right to receive benefits from an entity that could potentially be significant to such entities. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively, however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment, including: (1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest. The Company will generally not consolidate those voting interest entities where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights. (d) Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. ASC 606 includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectability of the consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the performance obligation in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligation in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. Management/Advisory Fees Revenues from contracts with customers consist of investment management, trustee, and custody fees. Pursuant to ASC 606, the Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under this standard, revenue is based on a contract with a determinable transaction price and a distinct performance obligation with probable collectability. Revenues cannot be recognized until the performance obligation is satisfied and control is transferred to the customer. Investment management, trustee and custody fees are recognized over the period in which the investment management services are performed, using a time-based output method to measure progress. The amount of revenue varies from one reporting period to another as levels of AUA change (from inflows, outflows, and market movements) and the number of days in the reporting period change. For services provided to each client account, the Company charges an investment management fee, inclusive of custody and/or trustee fees, based on the fair value of the AUA of such account representing a single performance obligation. For assets for which valuations are not available on a daily basis, the most recent valuation provided to the Company is used as the fair value for the purpose of calculating the quarterly fee. In certain circumstances, fixed fees are charged to customers on a monthly basis. The nature of the Company’s performance obligation is to provide a series of distinct services in which the customer receives the benefits of the services over time. The Company’s performance obligation is satisfied at the end of each month or quarter, as applicable to the contract with the customer. Fees are charged on a mixture of methodologies that include quarterly in arrears based upon the market value at the end of the quarter, quarterly based on the average daily balance, or monthly. Receivable balances from contracts with customers are included in the fees receivable line in the Condensed Consolidated Statement of Financial Position. There were no write-offs of such fees receivable as of June 30, 2023 (Successor), and December 31, 2022 (Predecessor). Our FOS business is also included in this line item. FOS fees are generally structured to reflect an annual agreed upon fee or they can be structured on a project/time-based fee. FOS fees are typically billed quarterly in arrears. We also generate FOS project/time-based fees arising from accounting, administration fees, set up, FATCA, and other non-investment advisory services. Incentive Fees The Company is entitled to incentive fees if targeted returns have been achieved in accordance with customer contracts. Incentive fees are calculated using a percentage of net profit from the amount the customers earn. Incentive fees are variable consideration that is generally calculated as applicable to the contract with the customer. We recognize our incentive fees when it is no longer probable that a significant reversal of revenue will occur. Our incentive fees are not subject to clawback provisions. Distributions from Investments The Company has equity interests in three entities pursuant to which it is entitled to distributions based on the terms of the respective arrangements. Distributions from each investment will be recorded upon receipt of the distribution. These distributions are recurring under investment agreements and are structured as either a profit or revenue share of the investment’s management and incentive fees. Other Fees and Income The Company generates fees for advising on capital market transactions such as mergers and acquisitions and capital raising as part of its strategic advisory division. Strategic advisory fees are primarily success-based fees that are typically a percentage of the financial outcome or target achieved in the merger, acquisition, or capital raising. Revenue is recognized at a point in time upon closing of the transaction or upon the final deliverable. Additionally, the Company may receive upfront non-refundable retainer fees to provide future services to clients, which are recognized over the course of the service period. The Company generates arrangement fees in its co-investment division by arranging private debt or equity financing, generally in connection with an acquisition or an investment. Arrangement fees are typically 50 to 100 basis points of equity value contributed into a transaction. Acquisition fees are typically payable where there are no agency fees or where there is an off-market transaction sourced by the team. Such acquisition fees are usually in the range of 50 to 100 basis points of the purchase price of the relevant acquisition. The equity structures are long-term ( five (e) Cash and Cash Equivalents Cash and cash equivalents primarily consist of cash and money market funds. Cash balances maintained by consolidated VIEs are not considered legally restricted and are included in cash and cash equivalents on the Condensed Consolidated Statement of Financial Position. Cash was held across our US and international markets. A majority of cash in the U.S. was held in checking accounts within the credit facility bank group, including at a major global financial institution which management believes is creditworthy. (f) Compensation and Employee Benefits Cash-Based Compensation Compensation and benefits consist of salaries, bonuses, commissions, benefits and payroll taxes. Compensation is accrued over the related service period. Equity-Based Compensation Equity-based compensation awards are reviewed to determine whether such awards are equity-classified or liability-classified. Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period. When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each statement of financial position date through the settlement date to the then current fair value of such award. The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. Furthermore, the Company recognizes all excess tax benefits and deficiencies as income tax benefit or expense in the Condensed Consolidated Statement of Operations. (g) Foreign Currency and Transactions The Company has multiple functional currencies across various consolidated entities. All functional currencies that are not the U.S. dollar are converted upon consolidation at the reporting date. Monetary assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at the closing rates of exchange on the date of the Condensed Consolidated Statement of Financial Position. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the historical exchange rate. The profit or loss arising from foreign currency transactions is remeasured using the rate in effect on the date of the relevant transaction. Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within “Foreign currency translation adjustments.” (h) Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. Under this method, deferred tax assets and liabilities are determined based on differences between the condensed consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statement of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized, meaning the likelihood of realization is greater than 50%. The Company accounts for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. (i) Other assets Other assets include prepaid expenses, miscellaneous receivables, current income taxes receivable, fixed assets and software licenses. The Company amortizes assets over their respective useful lives, as applicable. (j) Investments Investments in Debt Securities. The Company classifies debt investments as held-to-maturity or trading based on the Company’s intent and ability to hold the debt security to maturity or its intent to sell the security. The Company does not have any held-to-maturity debt investments. Trading securities are those investments that are purchased principally for the purpose of selling them in the near term. Trading securities are carried at fair value on the Condensed Consolidated Statement of Financial Position with changes in fair value recorded in nonoperating income (expense) on the Condensed Consolidated Statement of Operations. Investments in Equity Securities . Equity securities are generally carried at fair value on the Condensed Consolidated Statement of Financial Position in accordance with ASC 321, “Investments – Equity Securities.” Changes in fair value are recorded in net gains (losses) in the Condensed Consolidated Statement of Operations. Equity Method . The Company applies the equity method of accounting for equity investments where the Company does not consolidate the investee but can exert significant influence over the financial and operating policies of the investee. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees is based on the facts and circumstances surrounding each individual investment. The Company’s share of the investee’s underlying net income or loss is recorded as net gain (loss) on investments within current period earnings. The Company’s share of net income of the investee is recorded based upon the most current information available at the time, which may precede the date of the Condensed Consolidated Statement of Financial Position. Due to the nature and size of its investees, the Company has adopted a lag in reporting for certain equity method investees for which the Company cannot reliably obtain financial information on a regular basis. Distributions received reduce the Company’s carrying value of the investee and the cost basis if deemed to be a return of capital. For certain investments, the Company may apply the alternative fair value option to the investment at initial measurement. The fair value measurement of investments in which the option is elected will be measured in accordance with ASC 825. For equity method investments and nonmarketable investments, impairment evaluation considers qualitative factors, including the financial conditions and specific events related to an investee, which may indicate the fair value of the investment is less than the carrying value. For held-to-maturity investments, impairment is evaluated using market values, when available, or the expected cash flows of the investment. (k) Leases The Company accounts for its leases in accordance with ASC 842, Leases and recognizes a lease liability and right-of-use asset in the Condensed Consolidated Statement of Financial Position for contracts that it determines are leases or contain a lease. The Company evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: (i) the lease has a purchase option that is reasonably certain of being exercised, (ii) the present value of the future cash flows is substantially all of the fair market value of the underlying asset, (iii) the lease term is for a significant portion of the remaining economic life of the underlying asset, (iv) the title to the underlying asset transfers at the end of the lease term, or (v) if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. At the inception of a finance lease, an asset and finance lease obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the property’s fair market value. Finance lease obligations are classified as either current or long-term based on the due dates of future lease payments, net of interest. The Company’s lease portfolio primarily consists of operating leases for office space in various countries around the world. The Company also has operating leases for office equipment and vehicles, which are not significant. The Company does not separate non-lease components from lease components for its office space and equipment operating leases and instead accounts for each separate lease component and its associated non-lease component as a single lease component. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. The Company’s right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Lease right-of-use assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company does not recognize a lease liability or right-of-use asset on the balance for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases. (l) Intangible assets other than goodwill, net The Company recognized certain finite-lived intangible assets as a result of the Business Combination. The Company’s finite-lived intangible assets consist of Trade Names, Customer Relationships, Investment Management Agreements and Backlog. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company tests finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. The Company evaluates impairment by comparing the estimated fair value attributable to the intangible asset with its carrying amount. If an impairment exists, the Company adjusts the carrying value to equal the fair value by taking a charge through earnings. The Company also recognized certain indefinite-lived intangible assets as a result of the Business Combination consisting of certain investment management agreements. These indefinite-lived intangibles are not subject to amortization, but are evaluated for impairment at least annually. In assessing its indefinite-lived intangible assets for impairment, the Company has the option to first perform a qualitative assessment to determine whether events or circumstances exist that lead to a determination that it is unlikely that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the Company determines that it is unlikely that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the Company is not required to perform any additional tests in assessing the asset for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis to determine if the fair value of an indefinite-lived intangible asset is less than its carrying value. If through this quantitative analysis the Company determines the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is considered not to be impaired. If the Company concludes that the fair value of an indefinite-lived intangible asset is less than its carrying value, an impairment loss will be recognized for the amount by which the carrying amount exceeds the indefinite-lived intangible asset’s fair value. (m) Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of the tangible and intangible assets acquired and the liabilities assumed. Under ASC 350, Intangibles—Goodwill and Other , goodwill is not amortized, but rather is subject to an annual impairment test. Goodwill represents the excess of consideration over identifiable net assets of an acquired business. Goodwill is allocated at a reporting unit level. The Company has two reporting units, Asset Management and Wealth Management, and tests goodwill annually for impairment at each reporting unit. If, after assessing qualitative factors, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists. If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings. The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount. No impairments have been recognized to date on the Company’s goodwill. (n) Fixed Assets, Net Fixed assets are recorded at cost, less accumulated depreciation and amortization, and are included in the “Other assets” line item in the Company’s Condensed Consolidated Statement of Financial Position. Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within general, administrative and other expenses in the Company’s Condensed Consolidated Statement of Operations. The estimated useful life for leasehold improvements is the lesser of the remaining lease term and the life of the asset, while other fixed assets are generally depreciated over a period of two (o) Debt Obligations, Net The Company’s debt obligations are recorded at amortized cost, net of any debt issuance costs, discounts and premiums. Debt issuances costs are deferred and along with discounts and premiums are amortized to interest expense in the Condensed Consolidated Statement of Operations over the life of the related debt instrument using the effective interest method. Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the Condensed Consolidated Statement of Operations when the Company prepays borrowings prior to maturity. (p) Tax Receivable Agreement The TRA liability represents amounts payable to certain pre-Business Combination equity holders of the Company. The portion of the TRA liability related to the Business Combination is deemed contingent consideration payable to the previous owners and is carried at fair value, with changes in fair value reported within other gain (loss) in the Condensed Consolidated Statement of Operations. Future exchanges of Class B Units for Class A Shares may increase the TRA liability. Those increases will be carried at a value equal to the expected future payments due under the TRA. No exchanges have occurred to date. For future increases due to exchanges the Company will record an initial estimate of future payments under the TRA portion as a decrease to additional paid-in capital in the Condensed Consolidated Statement of Financial Position. Subsequent adjustments to the liability for future payments under the TRA related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the Condensed Consolidated Statement of Operations. (q) Warrant Liability The Company evaluated the Warrants in accordance with ASC 815-40 and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in Other Income/(Expenses) in the Condensed Consolidated Statement of Operations in the period of change. Prior to the Business Combination the Sponsor held private warrants that were contributed to the Company and legally cancelled. The contribution and cancellation of these warrants resulted in derecognition of the private warrants and accounted for in additional paid in capital as of January 3, 2023. The Company subsequently issued new warrants with terms identical to those of the public warrants to the Target Companies’ selling shareholders classified as derivative liabilities. On June 7, 2023, the Company closed an offer and consent solicitation and entered into a warrant amendment, pursuant to which the remaining warrants were exchanged. In total, the warrants were exchanged for approximately 4,962,221 shares of the Company's Class A Shares. (See Note 1). Following the exchange, none of the warrants remain outstanding as of June 30, 2023 (Successor). (r) Earn-out Liability The Earn-out Securities, comprised of 3.3 million Class A Shares, 7.1 million Class B Shares, and 7.1 million Class B Units (one Class B share and one Class B Unit comprising a Paired Interest, as described in Note 3 (Business Combination), are payable to the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium upon the achievement of certain vesting conditions in accordance with the terms of the Business Combination Agreement. Upon the Company’s Class A Share price meeting a volume-weighted average price threshold of $12.50 for 20 out of 30 trading days within five years of the Closing, fifty per |
Business Combinations and Dives
Business Combinations and Divestitures | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Divestitures | Business Combinations and Divestitures On January 3, 2023, the Company entered into the Business Combination described in Note 1 (Description of the Business). The primary purpose of the Business Combination was to combine established high-growth companies that can benefit from access to capital and public markets and continue value-creation by management. The Business Combination is a forward merger and is accounted for using the acquisition method of accounting. The Company is the accounting acquirer and Umbrella, including the Target Companies, is the accounting acquiree. The Company has been determined to be the accounting acquirer because Umbrella meets the definition of a VIE, and the Company is the primary beneficiary of Umbrella. ASC 805 requires the primary beneficiary of a VIE to be identified as the accounting acquirer. The Company is the primary beneficiary because it controls all activities of Umbrella, and the non-managing members of Umbrella do not have substantive kick-out or participating rights. The Business Combination met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from the Target Companies, affected for preliminary adjustments to reflect fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements from the date of acquisition. The Company has allocated the purchase price to the tangible and identifiable intangible assets based on their estimated fair market values at the acquisition date as required under ASC 805. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is deductible for tax purposes. The Business Combination resulted in the Company acquiring 51% of the equity interests of Umbrella which holds 100% of the equity interests of Alvarium, TWMH, and TIG. The remainder of Umbrella is held by the historical equity holders of TWMH and TIG through their ownership of Class B Units, which are presented as non-controlling interest on the Company’s Condensed Consolidated Statement of Financial Position. As a result of the Business Combination, Umbrella, which represents substantially all of the economic activity of the Company, became a subsidiary of the Company. Since the Company is the sole managing member of Umbrella following the Business Combination, the Class B Units held by the former equity holders of TWMH and TIG are classified as non-controlling interests in the Company’s financial statements. An allocation of net income or loss representing the percentage of ownership of Umbrella not controlled by the Company will be attributed to the non-controlling interests in the Company’s Condensed Consolidated Statement of Operations. Each Class B Unit of Umbrella is paired with a share of Class B Common Stock (collectively, the “Paired Interests”). Pursuant to the Umbrella LLC Agreement, a Paired Interest is exchangeable on certain dates designated by the Company for a share of Class A Common Stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Paired Interests pursuant to the Umbrella LLC Agreement, the shares of Class B Common Stock included in the Paired Interests will automatically be canceled and the Class B Common Units included in the Paired Interests shall be automatically transferred to the Issuer and converted into and become an equal number of Class A Common Units in Umbrella. Alternatively, if approved by the disinterested members of the board of directors of the Company, such Class B Common Stock can be settled in cash funded from the proceeds of a private sale or a public offering of Class A Common Stock. The Sponsor, in connection with the Business Combination, purchased 8,625,000 shares of Class B Common Stock (the “Founder Shares”) for $25,000 (approximately $0.03 per share). These shares had no value until the Business Combination completed. At this point, the Founder Shares automatically converted into Class A Common Stock. This conversion was solely contingent upon the completion of the business combination and did not include any future service requirements. As such, this cost of 8,625,000 shares at $10.33 per share for $89.1 million will be presented “on the line” and is not reflected in either predecessor or successor financial statement periods. “On the line” describes those expenses triggered by the consummation of a business combination that are not recognized in the Condensed Consolidated Statement of Operations as they are not directly attributable to either period but instead were contingent on the Business Combination. As part of the Business Combination, the Company incurred $17.8 million of acquisition-related costs during the three months ended March 31, 2023 (Successor) which are included predominantly in the “Professional fees” line in the Condensed Consolidated Statements of Operations. The Predecessor incurred $1.0 million of acquisition-related costs during the three months ended March 31, 2022 (Predecessor). In addition, the Company incurred $4.6 million of debt issuance costs related to debt issued to finance the Business Combination. Of the total debt issuance costs, $1.8 million is related to the Term Loan and drawn amount of the Revolver and is recorded as an offset to the “Debt, net of unamortized deferred financing cost” line item of the Condensed Consolidated Statement of Financial Position. $2.8 million of the debt issuance costs related to the undrawn amount of the Revolver were recorded in the “Other assets” line item of the Condensed Consolidated Statements of Financial Position. The Business Combination was accounted for using the acquisition method of accounting, and the fair value of the total purchase consideration transferred was $1,071.1 million. Included in total purchase consideration is contingent consideration of $85.1 million, which is payable to the selling shareholders upon achievement of certain volume-weighted average price targets for the shares of Class A Common Stock or upon a change of control of the Company occurring between the Closing Date and the fifth anniversary of the Closing Date. The contingent consideration was measured at fair value at the acquisition date and recorded as a liability in the “Earn-out liability” line of the Condensed Consolidated Statement of Financial Position. See Note 2 (Summary of Significant Accounting Policies) for additional information. (Dollars in Thousands) Amount Cash consideration $ 99,999 Equity consideration: Class A $ 294,159 Class B $ 573,205 Warrants $ 4,896 Earn-out consideration $ 85,097 Tax Receivable Agreement $ 13,000 Payment of assumed liabilities $ 760 Total purchase consideration transferred $ 1,071,116 The consideration transferred is subject to customary closing adjustments in the post-combination period. While the valuation of consideration transferred is substantially completed, fair value estimates related to the consideration transferred are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. Valuations subject to adjustment include, but are not limited to, the Tax Receivable Agreement and Earn-out consideration as management continues to review the estimated fair values and evaluate the assumed tax position. When the valuation is final, any changes to the preliminary valuation of consideration transferred could result in adjustments to identified intangibles and goodwill. The fair values of consideration transferred is expected to be finalized during the remeasurement period, which ends on December 31, 2023. During the period from April 1, 2023 to June 30, 2023 (Successor), the Company recognized measurement period adjustments as discussed below. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Business Combination (in thousands): (Dollars in Thousands) Business Cash and cash equivalents $ 24,047 Management/advisory fees receivable 41,691 Investments at fair value 148,674 Equity method investments 42,186 Property, plant and equipment 3,996 Intangible assets 520,161 Goodwill 545,492 Operating lease right-of-use assets 28,487 Other assets 47,147 Total Assets Acquired $ 1,401,881 Accounts payable and accrued expenses 75,846 Accrued compensation and profit sharing 25,051 Accrued member distributions payable 12,803 Delayed share purchase agreement 1,818 Earn-in consideration payable 1,519 Operating lease liabilities 29,047 Debt 124,533 Deferred tax liability, net 43,906 Other liabilities 15,482 Total Liabilities Assumed $ 330,005 Total Assets Acquired and Liabilities Assumed 1,071,876 Non-controlling interest in subsidiaries (760) $ 1,071,116 For the period from January 3, 2023 to June 30, 2023 (Successor), cash and cash equivalents at the beginning of the period of $194.0 million included the proceeds from the PIPE Investors related to the private placement issuances, remaining cash held in the trust account, and the beginning balance sheet cash from each of Alvarium, TIG, and TWMH. While the valuation of acquired assets and liabilities is substantially complete, fair value estimates are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. Valuations subject to adjustment include, but are not limited to, equity method investments, intangible assets, and the Tax Receivable Agreement liability, as management continues to review the estimated fair values and evaluate the assumed tax position. The fair values of assets acquired and liabilities assumed is expected to be finalized during the measurement period, which ends no later than December 31, 2023. During the six months ended June 30, 2023 (Successor), the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $20.7 million. The increase was primarily due to a $21.6 million decrease in the fair value of acquired intangible assets, a $5.5 million decrease in the fair value of acquired equity method investments, offset by a $6.4 million decrease to deferred tax liabilities that arose from the measurement period adjustments. The fair values of assets acquired and liabilities assumed are expected to be finalized during the measurement period, which ends no later than December 31, 2023. As a result of the measurement period adjustments, the Company was required to adjust amortization expense associated with the intangible assets recognized during the first quarter. For the second quarter, Depreciation and amortization in the Condensed Consolidated Statement of Operations includes $3.6 million of amortization related to the intangible assets, offset by a decrease of $0.6 million related to the first quarter adjustment of amortization expense. For the measurement period adjustments relating to equity method investments, there was no income statement impact due to equity method investments being reported on a lag basis. Fair Value of Net Assets Acquired and Intangibles With the exception of operating right-of-use assets and operating lease liabilities accounted for under Topic 842, in accordance with Accounting Standards Codification, or ASC 805, the assets and liabilities were recorded at their respective fair values as of January 3, 2023. The Company developed the fair value of intangible assets, which include trade names, customer relationships, investment management agreements, developed technology and backlog, using various techniques including discounted cash flow, relief from royalty, multi-period excess earnings, and a Monte Carlo simulation approach. The Company developed the fair value of equity method investments using various techniques including discounted cash flow and a guideline public company approach. The investments at fair value and earn-in consideration are carried at fair value and no adjustment was made. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Business Combination, which does not qualify as a separately recognized intangible asset. Goodwill is allocated between the two reporting segments: Wealth Management and Asset Management. The goodwill allocation between Wealth Management and Asset Management is $294.1 million and $251.4 million, respectively. Below is a summary of the intangible assets acquired in the Business Combination (in thousands): (Dollars in Thousands) Acquisition Date Estimated Life Trade Names $ 14,695 11.5 Customer Relationships 163,392 27.1 Investment Management Agreements (definite life) 94,575 18.4 Investment Management Agreements (indefinite life) 245,900 Indefinite Developed Technology 1,000 5 Backlog 599 0.5 Total Intangible Assets $ 520,161 The intangible assets acquired and subject to amortization have a weighted average useful life of 23.1 years. AL Wealth Partners Pte. Ltd. On April 6, 2023, (the “Acquisition Date”), the Company acquired all of the issued and outstanding ownership and membership interests of AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) pursuant to the terms of the share purchase agreement (the “Purchase Agreement”) between the Company and AL Wealth Partners (the “Acquisition”). The primary purpose of the Acquisition is to acquire AL Wealth Partners’ extensive business within Southeast Asia to further expand the Company’s global operations. The Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from AL Wealth Partners, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the acquisition date as required under ASC 805. The Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.5 million, with the total amount paid in cash. The Company will make second and third payments to the sellers of AL Wealth Partners on the third and fifth anniversary of the Acquisition Date, respectively. Management has determined that these payments are compensatory in nature and will be treated as future compensation expense. There is no contingent consideration as part of the Acquisition. The Company incurred $0.3 million of direct acquisition-related expenses, which are recognized in the Professional fees line item of the Condensed Consolidated Statement of Operations. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Acquisition: (Dollars in Thousands) Acquisition Date Cash and cash equivalents $ 1,092 Management/advisory fees receivable 1,952 Property, plant and equipment 654 Intangible assets 12,300 Operating lease right-of-use assets 1,048 Other assets 484 Total Assets Acquired 17,530 Accounts payable and accrued expenses 358 Operating lease liabilities 1,048 Other liabilities 1,581 Total Liabilities Assumed $ 2,987 Total Assets Acquired and Liabilities Assumed $ 14,543 Goodwill Implied 987 The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the Acquisition Date. During the period from January 3, 2023 to June 30, 2023 (Successor), there were no measurement period adjustments made to the assets acquired or liabilities assumed. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill. Fair Value of Net Assets Acquired and Intangibles Goodwill is comprised of expected synergies for the combined operations, including employees and customer relationships acquired in the Business Combination. The total amount of goodwill arising in the transaction was allocated to the Company’s Wealth Management segment. The components of goodwill do not qualify as a separately recognized intangible asset. The Company will test for impairment annually to determine changes in goodwill at the Wealth Management reporting unit. Below is a summary of the intangible assets acquired in the Acquisition: (Dollars in Thousands) Acquisition Date Fair Value Estimated Life (Years) Customer Relationships $ 12,300 10 Total Intangible Assets $ 12,300 The fair value for customer relationships was determined using the multi-period excess earnings method. The intangible assets are subject to amortization over a useful life of 10 years. The results of operations for the acquisition have been included in the Company’s Condensed Consolidated Financial Statements from the date of acquisition. The acquisition did not have a material impact on the Company’s Condensed Consolidated Financial Statements, and, therefore, historical and pro forma disclosures have not been presented. Alvarium Home REIT Advisors Ltd (“AHRA”) On June 30, 2023, the Company entered into a series of agreements that resulted in the deconsolidation of AHRA from the Asset Management segment with immediate effect. The agreements removed ARE’s potential controlling voting rights in AHRA (previously ascertainable on the exercise of the option), and terminated other residual contractual relationships between AHRA and ARE. As a result, these agreements removed AlTi’s control of AHRA from an accounting perspective. AHRA’s results were included in the Company’s Condensed Consolidated Statement of Operations for the period from January 3, 2023 to June 30, 2023 (Successor), but its accounts were removed from the Consolidated Statement of Financial Position as of June 30, 2023 (Successor). The deconsolidation resulted in an intangible asset impairment charge of $29.4 million, which is recorded as an Impairment loss on intangible assets in the Condensed Consolidated Statement of Operations. Assets managed by AHRA, however, have been excluded from the Company’s AUM/AUA metrics since January 3, 2023. Assets Held for Sale FOS is a part of the Company’s Wealth Management segment. The Company met the criteria required to classify this expected disposal as an asset held for sale. The disposal of FOS is expected to occur within the next twelve months. This expected disposal represents a strategic shift that will not have a major impact on the Company’s operations, and as such, is not classified as a discontinued operation. The assets and liabilities of FOS are presented separately as held for sale in the Condensed Consolidated Statement of Financial Position as of June 30, 2023 (Successor). The carrying amounts of the major classes of assets and liabilities of FOS presented as held for sale at June 30, 2023 (Successor) is as follows: As of (in thousands) June 30, 2023 (Successor) Assets Cash and cash equivalents $ 2,999 Fees receivable, net 5,011 Intangible assets, net of accumulated amortization 2,117 Operating lease right-of-use assets 422 Deferred tax asset, net 203 Other assets 298 Total assets held for sale $ 11,050 Liabilities Accounts payable and accrued expenses $ (328) Operating lease liabilities (418) Deferred income (1,519) Other liabilities (429) Total liabilities held for sale $ (2,694) |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table represents the Company’s revenue disaggregated by fee type for the periods presented below: For the Period For the Period (Dollars in Thousands) April 1, 2023 – June 30, 2023 April 1, 2022 – June 30, 2022 January 3, 2023 – June 30, 2023 January 1, 2022 – June 30, 2022 Management/Advisory fees $ 47,440 $ 18,892 $ 93,910 $ 38,862 Incentive fees 469 1,046 — Distributions from investments 2,203 12,233 — Other fees/income 1,769 2,739 — Total Income $ 51,881 $ 18,892 $ 109,928 $ 38,862 (Dollars in Thousands) As of June 30, 2023 As of December 31, 2022 Management/Advisory fees receivable Beginning balance $ 30,544 $ 20,019 Ending balance 28,513 19,540 Incentive fees receivable Beginning balance $ 3,540 $ — Ending balance 274 — Other fees/income receivable Beginning balance $ 4,106 $ — Ending balance 802 — Deferred management/advisory fees Beginning balance $ (945) $ — Ending balance (98) — Deferred other fees/income Beginning balance $ (422) $ — Ending balance (360) — |
Equity-Based Compensation and E
Equity-Based Compensation and Earn-in Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation and Earn-in Expenses | Equity-Based Compensation and Earn-in Expenses In connection with the Business Combination, certain of TWMH’s restricted units vested and the Company granted fully vested shares to Alvarium’s employees, resulting in compensation expense of $4.2 million and $24.6 million, respectively, during the period from January 3, 2023 to June 30, 2023 (Successor). The $24.6 million consisted of $21.0 million related to the acceleration of 2.1 million earn-out shares at closing and $3.6 million for 360,485 shares related to another transaction completed in contemplation of and for the benefit of the acquirer under Topic 805. None of these stock awards were outstanding after the Business Combination. Upon completion of the Business Combination, the Company issued 60,800 shares of Class A Common Stock to employees of the Company. These awards vested in full immediately and had a fair value of $10.00 per share, resulting in compensation expense of $0.6 million during the period from January 3, 2023 to June 30, 2023 (Successor). During the period from January 3, 2023 to June 30, 2023 (Successor), the Company granted 4,603,871 shares of Class A Common Stock with a fair value of $8.39 per share to employees as restricted units, vesting over a three In connection with TMWH’s historical acquisition of Holbein Partners, LLP (“Holbein”), certain employees of Holbein are entitled to receive a combination of cash and shares of the Company based on Holbein revenues in 2023 and 2024 (the “Holbein Earn-Ins”). The Holbein Earn-Ins were measured at fair value using estimates of future revenues as of the closing date. The earn-ins are expected to be paid in a combination of 50% cash and 50% the Company’s equity on the second and third anniversaries of the closing date of January 7, 2022. The Company recognized an expense for the earn-ins of $1.1 and $0.7 million for the period from April 1, 2023 to June 30, 2023 (Successor) and the period from April 1, 2022 to June 30, 2022 (Predecessor), respectively, and $2.1 million and $1.5 million for the period from January 3, 2023 to June 30, 2023 (Successor) and the period from January 1, 2022 to June 30, 2022 (Predecessor), respectively, which is included in Compensation and employee benefits in the Condensed Consolidated Statement of Operations. Separate from the compensatory Holbein Earn-Ins, the Holbein acquisition consideration included contingent consideration that was measured at fair value using estimates of future revenues as of the closing date. This contingent consideration is recorded as a liability of $1.7 million as of June 30, 2023 (Successor) and $1.5 million as of December 31, 2022 (Predecessor) in the “Earn-in consideration payable” line of the Condensed Consolidated Statement of Financial Condition. The contingent consideration is expected to be paid in a combination of cash and the Company’s equity on the second and third anniversary of the closing date. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date. The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for future interim periods may vary materially. The Company is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal and state and local corporate-level income taxes on its share of taxable income from the Umbrella Partnership. Further, the Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of exchanges of Warrants and Class B Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Umbrella partnership and their underlying assets and liabilities. The Company’s estimate is based on the most recent information available. The tax basis and state impact of the Umbrella Partnership and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns. The Umbrella Partnership for U.S. federal income tax purposes and taxable entities for certain state and local taxes, such as New York City and Connecticut UBT. The Company had an effective tax rate of (110.3)% and 15.1% for the periods from April 1, 2023 to June 30, 2023 (Successor) and from January 3, 2023 to June 30, 2023 (Successor), respectively, and 10.8% and 14.4% for the three and six months ended June 30, 2022 (Predecessor), respectively. The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes. The Company regularly evaluates the realizability of its deferred tax asset and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized. As of June 30, 2023 (Successor), the Company has recorded valuation allowances against a portion of its deferred tax assets generated by its subsidiaries in the United Kingdom. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations may be subject to examinations by the appropriate tax authorities. As of June 30, 2023 (Successor) and June 30, 2022 (Predecessor), the Company has evaluated its tax filing positions and has not recorded a reserve for unrecognized tax benefits. |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures The Company classifies its fair value measurements using a three-tiered fair value hierarchy. The basis of the tiers is dependent upon the various “inputs” used to determine the fair value of the Company’s assets and liabilities. Fair value is considered the value using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The inputs are summarized in the three broad levels listed below: • Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 2 Valuation Techniques The financial instruments classified within Level 2 of the fair value hierarchy is an interest rate swap. The valuation techniques used to value financial instruments classified within Level 2 of the fair value hierarchy are as follows: • The interest rate swap is valued based on observable values of underlying interest rates. Level 3 Valuation Techniques As the Company exercised significant judgement over unobservable inputs, the fair values of these financial instruments are considered Level 3 measurements: • The Company utilized a Monte Carlo simulation to measure the Earn-out and TRA liabilities. This simulation uses rates to appropriately capture the risk associated with each obligation. The Company adjusts the liabilities to fair value each reporting period based on certain metrics within the respective agreements. Changes in the fair value are recognized in other expense in the Condensed Consolidated Statement of Operations. Refer to the valuation methodologies table below for further analysis of level 3 valuations. • The fair value of the Earn-in consideration is based on expected future revenues discounted at the revenue discount rate less the risk-free rate of return. The Company adjusts the liabilities to fair value each reporting period based on certain metrics within the respective agreements. Changes in the fair value are recognized in other expense in the Condensed Consolidated Statement of Operations. Refer to the valuation methodologies table below for further analysis of level 3 valuations. • The Company utilized a Discounted Cash Flow simulation to determine the fair value of the External Strategic Managers. The discount rate selection for each investment was calibrated using the implied internal rate of return as of the original investment date, adjusted for certain market- and company-specific factors. The selected long-term growth rate for each investment was based on long-term GDP growth rates in the geographic locations of the underlying External Strategic Manager, with consideration for general growth in the asset management industry. The following is a summary categorization, as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor), of the Company’s financial instruments based on the inputs utilized in determining the value of such financial instruments: Investments at fair value as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are presented below: As of June 30, 2023 (Successor) Level 1 Level 2 Level 3 (Dollars in Thousands) Quoted Prices Observable Inputs Unobservable Inputs Total Assets: Mutual funds $ 52 $ — $ — $ 52 Exchange-traded funds 118 — — 118 Investments – External Strategic Managers — — 163,376 163,376 Investments – Affiliated Funds (1) — — — 1,243 Total $ 170 $ — $ 163,376 $ 164,789 Liabilities: Earn-out liability $ — $ — $ 54,884 $ 54,884 TRA liability — — 15,092 15,092 Earn-in consideration payable — — 1,675 1,675 Total $ — $ — $ 71,651 $ 71,651 (1) Investments in Affiliated Funds are measured at fair value using the net asset value (or its equivalent) practical expedient. The Company's investments in Affiliated Funds represent interests that do not trade in an active market and are valued using the NAV of each investment company as reported and without adjustment. The Company does not have any commitments to the Affiliated Funds and redemptions are permitted on a monthly basis and require 30 days’ notice. The strategies of the Affiliated Funds primarily focus on near-dated, hard catalyst events that typically involve hostile deals, proposals, minority interest buy-ins, leverage buyouts, activism, spin-offs, recapitalizations, and agreed upon deals. The investments held in the Affiliated Funds are primarily highly liquid and marketable securities. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Condensed Consolidated Statement of Financial Position. As of December 31, 2022 (Predecessor) Level 1 Level 2 Level 3 (Dollars in Thousands) Quoted Prices Observable Inputs Unobservable Inputs Total Assets: Mutual funds $ 44 $ — $ — $ 44 Exchange-traded funds 101 — — 101 Interest rate swap — 241 — 241 Total $ 145 $ 241 $ — $ 386 Liabilities: Earn-in consideration payable $ — $ — $ 1,519 $ 1,519 Payout right — — 3,662 3,662 Total $ — $ — $ 5,181 $ 5,181 Reconciliation of Fair Value Measurements Categorized within Level 3 Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other loss in the Condensed Consolidated Statement of Operations. There were no transfers in or out of Level 3. The following table sets forth a summary of changes in the fair value of Level 3 measurements as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor): Level 3 Liabilities as of June 30, 2023 (Successor) (Dollars in Thousands) TRA Liability Earn-out Earn-in consideration payable Total Beginning balance $ 13,000 $ 91,761 $ 1,519 $ 106,280 Settlements — — — — Net losses 2,092 (36,877) 156 (34,629) Ending balance $ 15,092 $ 54,884 $ 1,675 $ 71,651 Level 3 Liabilities as of December 31, 2022 (Predecessor) (Dollars in Thousands) Earn-in consideration payable Payout right Total Transfers into Level 3 $ — $ — $ — Transfers out of Level 3 — — — Purchases — — — Issuances 1,519 3,662 5,181 Ending balance $ 1,519 $ 3,662 $ 5,181 Level 3 Assets as of June 30, 2023 (Successor) Assets: Beginning balance Realized and Purchases Sales and Total Investments – External Strategic Managers $ 146,130 $ 1,879 $ 15,367 $ $ 163,376 Total Assets $ 146,130 $ 1,879 $ 15,367 $ $ 163,376 Valuation Methodologies for Fair Value Measurements Categorized within Level 3 as of June 30, 2023 (Successor) (Dollars in Thousands) Fair Valuation Unobservable Ranges Impact to Valuation from an Increase in Input Level 3 Assets: Investments – External Strategic Managers $ 163,376 Discounted Cash Flow Discount rate 16.5% -50% Lower Long-term growth rate 3.0 % Higher Level 3 Liabilities: TRA liability $ 15,092 Monte Carlo Volatility 42.5 % Lower Correlation 22.5 % Higher Cost of debt range 5.5% - 7.1% Lower Equity risk premium 7.8% - 13.1% Lower Earn-out liability $ 54,884 Monte Carlo Volatility 45.0 % Higher Risk-free rate 4.2 % Higher Earn-in consideration payable $ 1,675 Discounted Cash Flow Revenue discount rate 7.6 % Lower Valuation Methodologies for Fair Value Measurements Categorized within Level 3 as of December 31, 2022 The fair value of earn-in consideration is based on expected future revenues discounted at the revenue discount rate less the risk-free rate of return, which approximated 6.8% as of December 31, 2022. It is classified as Level 3 within the fair value hierarchy. As of December 31, 2022, carrying value approximates fair value. |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments As of June 30, 2023 (Successor) and December 31, 2022 (Predecessor), the Company had $38.7 million and an immaterial amount of equity method investments, respectively, recorded within equity method investments on the condensed consolidated statements of financial position. In accordance with GAAP, certain equity method investees do not account for both their financial assets and liabilities under fair value measures; therefore, the Company’s investment in such equity method investees may not represent fair value. For the period from January 3, 2023 to June 30, 2023 (Successor), the Company recognized $0.3 million of impairment on its equity method investments. Additionally, as part of the Business Combination, AlTi acquired the right to carried interest on several projects. These are held as assets at cost less impairment. We therefore assess for indicators of impairment every quarter, and as a result of a number of factors, namely market conditions, we recognized an impairment to these assets of $1.8 million in Gain (loss) on investments in the Consolidated Statement of Operations. |
Investments at Fair Value
Investments at Fair Value | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments at Fair Value | Investments at Fair Value Investments at fair value consist of investments for which the fair value option has been elected. The primary reasons for electing the fair value option are to: • Reflect economic events in earnings on a timely basis; • Mitigate volatility in earnings from using different measurement attributes; and • Address simplification and cost-benefit considerations Such election is irrevocable and is applied on an investment-by-investment basis at initial recognition or at other eligible election dates. Changes in the fair value of such instruments are recognized in Investment income (loss) in the Condensed Consolidated Statement of Operations. The Cost and Fair Value of Investments at fair value as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are presented below: As of June 30, 2023 As of December 31, 2022 (Dollars in Thousands) Cost Fair Value Cost Fair Value Investments at Fair Value: Mutual funds $ 73 $ 52 $ 73 $ 44 Exchange-traded funds 121 118 115 101 TIG Arbitrage Associates Master Fund 214 215 — — TIG Arbitrage Enhanced Master Fund 237 234 — — TIG Arbitrage Enhanced 682 681 — — Arkkan Opportunities Feeder Fund 111 114 — — Arkkan Capital Management Limited 20,062 24,369 — — Zebedee Asset Management 68,913 70,684 — — Romspen Investment Corporation 72,522 68,322 — — Total $ 162,935 $ 164,789 $ 188 $ 145 The Company’s Investments at fair value include unrealized gains (losses) and realized gains (losses) in the Condensed Consolidated Statement of Financial Position. The breakdown of unrealized gains (losses) and realized gains (losses) for the relevant periods are as follows: For the Period For the Period (Dollars in Thousands) April 1, 2023 – June 30, April 1, 2022 – June 30, January 3, 2023 – June 30, January 1, 2022 – June 30, Gains (Losses) on Investments at FV: Realized gains (losses) $ — $ (52) $ — $ (24) Unrealized gains (losses) (1,915) (23) 1,864 (97) Total gains (losses) on Investments at fair value $ (1,915) $ (75) $ 1,864 $ (121) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company adopted ASC 842 as of January 1, 2022, on a modified retrospective basis with no cumulative adjustment to equity as of the adoption date. The Company has presented financial results and applied its accounting policies for the period beginning January 1, 2022 under ASC 842 for the predecessor and successor periods. The Company elected to take the practical expedient to not separate lease and non-lease components as part of the adoption. Lease agreements entered into after the adoption of ASC 842 that include lease and non- lease components are accounted for as a single lease component. Since January 1, 2022, the Company’s operating leases, excluding those with terms less than 12 months, have been discounted and recorded as assets and liabilities on the Company’s Condensed Consolidated Statement of Financial Position. The Company primarily has non-cancellable operating leases for office spaces across various countries. We categorize leases as either operating or finance leases at the commencement date of the respective lease. The components of lease costs are as follows: For the Period For the Period (Dollars in Thousands) April 1, 2023 – June 30, 2023 April 1, 2022 – June 30, 2022 January 3 , 2023– June 30, 2023 January 1, 2022 – June 30, 2022 Operating lease expense $ 2,135 $ 750 $ 4,061 $ 1,500 Variable lease expense 1,166 335 1,603 693 Short-term lease expense 207 37 412 68 Total lease expense $ 3,508 $ 1,122 $ 6,076 $ 2,261 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: For the Period (Dollars in Thousands) January 3, 2023 – June 30, 2023 January 1, 2022 – June 30, 2022 Operating cash flow information: Operating cash flow from operating leases $ 3,464 $ 750 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations 2,055 — Weighted-average remaining lease term and discount rate for our operating leases are as follows: As of June 30, 2023 (Successor) Weighted-average remaining lease term 5.3 Weighted-average discount rate 6.34 % Future minimum lease payments for the Company’s operating leases as of June 30, 2023 (Successor), are as follows: Future Minimum Rental Operating Leases (Dollars in Thousands) Rest of 2023 $ 3,409 2024 7,816 2025 5,654 2026 4,372 2027 3,682 2028 and beyond 6,911 Total lease payments 31,844 Less: Imputed interest 2,919 Present value of lease liabilities $ 28,925 |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The following table provides a reconciliation of Intangible assets, net reported on the Condensed Consolidated Statement of Financial Position. As of June 30, 2023 (Successor) (Dollars in Thousands) Weighted Gross Impairment Held for Sale Accumulated Net Carrying Intangible assets Amortizing intangible assets Customer relationships 27.1 $ 175,951 $ — $ (2,117) $ (3,322) $ 170,512 Investment management agreements (1) 15.0 100,148 (29,393) — (2,666) 68,089 Trade names 11.5 14,936 — — (858) 14,078 Acquired internally developed software 2.5 1,000 — — (100) 900 Other intangible asset 0.5 617 — — (617) — Total amortized intangible assets 292,652 (29,393) (2,117) (7,563) 253,579 Non-amortized intangible assets (2) Investment management agreements 245,900 — — — 245,900 Total intangible assets $ 538,552 $ (29,393) $ (2,117) $ (7,563) $ 499,479 (1) During the period from January 3, 2023 to June 30, 2023 (Successor), the Company deconsolidated AHRA (see Note 3) and as a result, recorded an impairment charge of $29.4 million to the carrying value of AHRA’s investment advisory agreement with Home REIT, which is recorded in the line item Impairment loss on intangible assets in the Condensed Consolidated Statement of Operations. (2) The Company’s non-amortized intangible assets consist of management contracts for open-ended fund products, in which there is no contractual termination date. During the period from April 1, 2023 to June 30, 2023 (Successor), the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in a decrease to Intangible assets, net of $21.6 million (See Note 3). As of December 31, 2022 (Predecessor) (Dollars in Thousands) Weighted Gross Accumulated Net Carrying Intangible assets Amortizing intangible assets Customer relationships 17.3 $ 27,900 $ (7,743) $ 20,157 Trade names 0.8 71 (71) — Acquired internally developed software 5.0 692 (271) 421 Total intangible assets $ 28,663 $ (8,085) $ 20,578 Amortization expense of approximately $3.3 million and $0.5 million for the periods from April 1, 2023 to June 30, 2023 (Successor) and from April 1, 2022 to June 30, 2022 (Predecessor), respectively, and $7.6 million and $1.0 million for the periods from January 3, 2023 to June 30, 2023 (Successor) and from January 1, 2022 to June 30, 2022 (Predecessor), respectively, were recognized. The estimated future amortization for finite-lived intangible assets for each of the next five years and thereafter are as follows: (Dollars in Thousands) As of June 30, 2023 2023 $ 6,271 2024 12,542 2025 12,542 2026 12,542 2027 and beyond 209,682 Total $ 253,579 |
Other assets, net
Other assets, net | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets, net | Other assets, net The following table provides a reconciliation of Other assets, net reported on the Condensed Consolidated Statement of Financial Position. (Dollars in Thousands) As of June 30, 2023 As of December 31, 2022 Fixed assets, net: Leasehold improvements $ 4,614 $ 2,571 Office equipment and furniture 3,635 2,895 Foreign currency translation difference (327) — Accumulated depreciation and amortization (3,482) (4,491) Fixed assets, net 4,440 975 Accrued income 13,293 — Prepaid expenses 11,277 1,898 Sundry receivables 8,367 — Other receivables 9,164 579 Interest rate swap — 241 Other assets 2,482 124 Other assets, net (1) $ 49,023 $ 3,817 |
Goodwill, net
Goodwill, net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, net | Goodwill, net The following table provides a reconciliation of Goodwill, net reported on the Condensed Consolidated Statement of Financial Position. (Dollars in Thousands) Asset Management Wealth Management As of December 31, 2022 Beginning Balance Gross goodwill $ 251,373 $ 294,119 $ 22,185 Net goodwill: $ 251,373 $ 294,119 $ 22,185 Goodwill acquired during the period $ — $ 1,023 $ 3,279 Currency translation and other adjustments 12,056 2,617 — $ 12,056 $ 3,640 $ 3,279 Ending Balance Gross goodwill $ 263,429 $ 297,759 $ 25,464 Net goodwill $ 263,429 $ 297,759 $ 25,464 During the period from April 1, 2023 to June 30, 2023 (Successor), the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $20.7 million (See Note 3). For the periods from January 3, 2023 to June 30, 2023 (Successor) and from January 1, 2022 to June 30, 2022 (Predecessor), no triggering events were identified, and no impairment charge was recognized on goodwill from acquisitions. |
Debt, net of unamortized deferr
Debt, net of unamortized deferred financing cost | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt, net of unamortized deferred financing cost | Debt, net of unamortized deferred financing cost The following table summarizes outstanding debt obligations of the Company as of June 30, 2023 (Successor): As of June 30, 2023 (Successor) (Dollars in Thousands) Debt Outstanding Net Carrying Value (1) Fair Value (2) Credit Agreement Term Loans $ 97,500 $ 95,844 $ 97,500 Revolving Credit Facility 73,250 73,250 73,250 Promissory Notes $ — $ — $ — Total Debt $ 170,750 $ 169,094 $ 170,750 (1) Represents debt outstanding net of unamortized debt issuance costs. (2 ) The fair value of the Term Loans and Revolving Credit Facility approximates carrying value as of June 30, 2023 (Successor) due to the recent issuance of the debt instruments. The fair value is categorized as Level 3 under ASC 820. Credit Agreement On January 3, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with BMO Harris Bank N.A., as administrative agent, for a senior secured credit facility (the “Credit Facility”) in an aggregate principal amount of $250.0 million, consisting of term loan commitments for an aggregate principal amount of $100.0 million (the “Term Loans”) and a revolving credit facility with commitments for an aggregate commitment amount of $150.0 million (the “Revolving Credit Facility”), with an accordion option to increase the revolving commitments an additional $75.0 million to $225.0 million total. Upon the de-SPAC event, the Company had initially acquired legacy debt obligations from its subsidiaries in the amount of $124.4 million. Subsequently, after the closing of the Business Combination, the Company obtained additional financing through the BMO Credit Facility from which proceeds from borrowings were used to repay outstanding debt obligations acquired through the transaction, and also for working capital and general corporate purposes, including, without limitation, permitted acquisitions. The Term Loans and Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either (i) SOFR plus a margin based on the Company’s Total Leverage Ratio (as defined in the Credit Agreement) or (ii) the Base Rate (as defined in the Credit Agreement) plus a margin based on the Company’s Total Leverage Ratio. The margin ranges between 1.0% and 2.0% for base rate loans and between 2.0% and 3.0% for SOFR loans. The Company will pay a commitment fee based on the average daily unused portion of the commitments under the Revolving Credit Facility, a letter of credit fee equal to the margin then in effect with respect to the SOFR loans under the Revolving Credit Facility, a fronting fee and any customary documentary and processing charges for any letter of credit issued under the Credit Agreement. The Term Loan is subject to quarterly amortization payments and will mature on January 3, 2028. The Revolving Credit Facility will terminate on January 3, 2028. As of June 30, 2023 (Successor), total outstanding debt, net of unamortized deferred financing costs amounted to $169.1 million. The following tables summarize outstanding debt obligations of the Company as of December 31, 2022 (Predecessor): As of December 31, 2022 (Dollars in Thousands) Debt Outstanding Net Carrying Value (1) Term Loan $ 5,760 $ 5,760 Revolving Credit Facility 14,050 14,050 Promissory Notes 1,377 1,377 Total Debt $ 21,187 $ 21,187 (1) There were no unamortized debt issuance costs as of December 31, 2022 (Predecessor). As of December 31, 2022 (Predecessor), Company had an outstanding Term Loan borrowing of $5.8 million with interest calculated based on a variable one-month LIBOR rate plus 1.50%, subject to a LIBOR floor. The Company entered into an interest rate swap agreement in 2020, which converted the variable rate to a fixed rate of 2.60% on borrowings under the Term Loan. The Company also had an outstanding balance of $14.1 million on its Revolving Credit Facility with interest calculated at the rate of the Daily Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus 1.50% and an unused commitment fee is 0.15% per annum. In addition, the Company had an outstanding promissory note balance of $1.4 million with interest calculated 3.25%. As of December 31, 2022 (Predecessor), total outstanding debt, net of unamortized deferred financing costs amounted to $21.2 million. Future maturities of the Term Loans as of June 30, 2023 (Successor), are as follows: (Dollars in Thousands) Aggregate Maturities Rest of 2023 $ 2,500 2024 $ 5,000 2025 $ 7,500 2026 $ 10,000 2027 $ 10,000 Thereafter $ 62,500 Total $ 97,500 Debt is prepayable without penalty prior to maturity. Borrowings under the Revolving Credit Facility are due and payable on the termination date or an earlier date at the Company’s discretion. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2023 | |
Postemployment Benefits [Abstract] | |
Retirement Plans | Retirement PlansThe Company sponsors a defined–contribution 401(k) plan June 30, 2023 (Successor) and is included in accounts payable and accrued expenses on the condensed consolidated financial statements. (Dollars in Thousands) For the Period For the Period April 1, 2023 – June 30, 2023 (Successor) April 1, 2022 – June 30, 2022 (Predecessor) January 3, 2023 – June 30, 2023 (Successor) January 1, 2022 – June 30, 2022 (Predecessor) Plan Contributions $ 858 $ 172 $ 1,672 $ 368 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related party transactions include the below: (Dollars in Thousands) Related Party Receivables Consolidated Balance Sheet Line Item As of June 30, As of December 31, Due from Certain TMWH Members, TIG GP Members and TIG MGMT Members Other assets $ 2,677 $ 1,161 Due from Equity Method Investees Other assets $ 6,494 $ — Related Party Payables Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements TRA liability $ (15,092) $ — Due to Certain TWMH Members, TIG GP Members, TIG MGMT Members and Alvarium shareholders in connection with the Earn-out Earn-out liability, at fair value $ (54,884) $ — Due to Equity Method Investees Other liabilities $ (900) $ — Due from TWMH Members Certain TWMH Members were offered promissory notes to pay their estimated federal, state and local withholding taxes owed by such members, which constitute loans to members. Promissory notes totaling $1.5 million were issued by the Company in 2020, 2021 and 2022, and bear interest at an annual rate of three and one quarter percent (3.25%). Of these, certain promissory notes totaling $1.1 million included a forgiveness of debt provision. If at each of the first five one-year anniversaries of February 15, 2023, if the members’ employment relationship has not been terminated for any reason, an amount equal to twenty percent (20%) of the principal and accrued interest, shall be forgiven. Upon termination of employment, any outstanding amount of loan not forgiven becomes due within 30 days. The additional notes totaling $0.4 million were due on or before the closing date of the transaction and have been paid back in full to the Company as of June 30, 2023 (Successor). For the periods from April 1, 2023 to June 30, 2023 (Successor) and from April 1, 2022 to June 30, 2022 (Predecessor), the Company recognized $65 thousand and $63 thousand, respectively, and for the periods from January 3, 2023 to June 30, 2023 (Successor) and from January 1, 2022 to June 30, 2022 (Predecessor), the Company recognized $131 thousand and $146 thousand, respectively, of forgiveness of principal debt and accrued interest within Compensation and employee benefits expense on the Consolidated Statement of Operations. The promissory notes are full legal recourse and have applicable default provisions, which allow the Company to enforce collection against all assets of the note holder, including Class B units which have been pledged as collateral. These loans are presented in Other assets on the Condensed Consolidated Statement of Financial Condition. As of June 30, 2023 (Successor) and December 31, 2022 (Predecessor), the balance of loans to members were $0.8 million and $1.2 million, respectively. Due from TIG GP Members and TIG MGMT Members The Company recognized a receivable for amounts due from certain TIG GP Members and TIG MGMT Members. The receivable does not have specific payment terms or a stated rate of interest. This receivable is presented in Other assets on the Condensed Consolidated Statement of Financial Condition and as of June 30, 2023 (Successor), the balance of the receivable was $1.8 million. Equity Method Investees The Company’s transactions with Equity Method Investees include receivables related to loans, fees and expenses, which are presented in Other assets on the Condensed Consolidated Statement of Financial Condition, and payables related to loans, fees and expenses, which are presented in Accounts payable and accrued expenses and Other Liabilities on the Condensed Consolidated Statement of Financial Condition. For the period from January 3, 2023 to June 30, 2023 (Successor), the Company recognized $1.0 million in Management/advisory fees, $0.8 million in Compensation and employee benefits, $(0.7) million in Other income/fees and $(21.0) thousand in Interest and dividend income (expense) from equity method investees on the Condensed Consolidated Statement of Operations. Tax Receivable Agreements On the Closing Date, the Company entered into the Tax Receivable Agreement with the TWMH Members, the TIG GP Members, and the TIG MGMT Members (the “Tax Receivable Agreement”). The TRA generally provides for certain payments and makes certain arrangements with respect to certain tax benefits to be derived by the Company and its subsidiaries as the result of the Business Combination and future exchanges by such TWMH Members, TIG GP Members and TIG MGMT Members of their Paired Interests for Class A Common Stock in accordance with the Umbrella LLC Agreement and the making of payments under the TRA. Pursuant to the terms of the TRA, the Company generally will pay an amount equal to 85% of the net tax benefit that it receives from such exchanges to the TWMH Members, the TIG GP Members and the TIG MGMT Members. The costs and expenses of administering the TRA will be borne 15% by the Company and 85% by the TWMH Members, the TIG GP Members and the TIG MGMT Members, or in certain instances, all or a portion of such 85% amount may be borne by Umbrella. The TRA is recognized on the Consolidated Statement of Financial Condition as the TRA Liability. The fair value of the TRA Liability was $15.1 million as of June 30, 2023 (Successor). The Company recognized a loss of $(1.8) million and $(2.1) million for the period from April 1, 2023 June 30, 2023 (Successor) and the period from January 3, 2023 to June 30, 2023 (Successor), respectively, which is recorded in Gain (loss) on TRA in the Condensed Consolidated Statement of Operations. For the period from January 3, 2023 to June 30, 2023 (Successor), the Company made tax payments on behalf of and cash distributions to Class B Units holders related to the TRA of $1.0 million. Earn-out Liability Under the terms of the Business Combination, upon closing, the selling shareholders of TWMH, TIG, and Alvarium became entitled to receive earn-out shares contingent on various share price milestones and in the |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates within two business segments: Asset Management and Wealth Management. See Note 1 (Description of the Business). The Company’s business segment information was prepared using the following methodologies and generally represents the information that is relied upon by management in its decision-making process. • Revenues and expenses directly associated with each business segment are included in determining net income/ (loss) by segment. • Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are allocated to the business segments’ statement of operations. Accordingly, the Company presents segment information consistent with internal management reporting. See Note 1 (Description of the Business) and the table below for more detail on unallocated items. The following tables present the financial information for the Company’s segments for the periods indicated. For the Period (Dollars in Thousands) April 1, 2023 – June 30, 2023 April 1, 2022 – June 30, 2022 Net Income by Segment Asset Wealth Total Tiedemann Wealth Revenue: Management/advisory fees $ 13,548 $ 33,892 $ 47,440 $ 18,892 Incentive fees 469 — 469 — Distributions from investments 2,203 — 2,203 — Other income/fees 1,697 72 1,769 — Total income $ 17,917 $ 33,964 $ 51,881 $ 18,892 Operating Expenses: Compensation and employee benefits 12,306 20,330 32,636 11,861 Systems, technology, and telephone 1,388 2,722 4,110 1,418 Sales, distribution, and marketing 213 355 568 219 Occupancy costs 975 2,377 3,352 1,135 Professional fees 7,353 8,106 15,459 1,668 Travel and entertainment 510 796 1,306 570 Depreciation and amortization 1,518 2,137 3,655 597 Impairment loss on intangible assets 29,393 — 29,393 — General, administrative, and other 2,010 528 2,538 345 Total operating expenses $ 55,666 $ 37,351 $ 93,017 $ 17,813 Operating income (loss) (37,749) (3,387) (41,136) 1,079 Other income (expenses): Gain (loss) on investments (5,585) 431 (5,154) 44 Gain (loss) on TRA (896) (896) (1,792) — Gain (loss) on warrant liability 38 38 76 — Gain (loss) on earn-out liability 33,042 33,041 66,083 — Interest and dividend income (expense) (1,634) (1,737) (3,371) (105) Other income (367) (339) (706) 5 Income (loss) before taxes (13,151) 27,151 14,000 1,023 Income tax (expenses) benefit 7,723 7,723 15,446 (110) Net income (loss) $ (5,428) $ 34,874 $ 29,446 $ 913 For the 6 Month Period Ended (Dollars in Thousands) January 3, 2023 – June 30, 2023 January 1, 2022 – June 30, 2022 Net Income by Segment Asset Wealth Total Tiedemann Wealth Revenue: Management/advisory fees $ 28,524 $ 65,386 $ 93,910 $ 38,862 Incentive fees 1,046 — 1,046 — Distributions from investments 12,233 — 12,233 — Other income/fees 2,629 110 2,739 — Total income $ 44,432 $ 65,496 $ 109,928 $ 38,862 Operating Expenses: Compensation and employee benefits 39,568 56,240 95,808 25,421 Systems, technology, and telephone 2,582 5,357 7,939 2,858 Sales, distribution, and marketing 463 631 1,094 437 Occupancy costs 2,180 4,352 6,532 2,103 Professional fees 19,610 18,733 38,343 3,083 Travel and entertainment 1,500 1,752 3,252 837 Depreciation and amortization 4,257 3,915 8,172 1,207 Impairment loss on intangible assets 29,393 — 29,393 — General, administrative, and other 2,465 1,506 3,971 663 Total operating expenses $ 102,018 $ 92,486 $ 194,504 $ 36,609 Operating income (loss) (57,586) (26,990) (84,576) 2,253 Other income (expenses): Gain (loss) on investments (1,312) (392) (1,704) 25 Gain (loss) on TRA (1,046) (1,046) (2,092) — Gain (loss) on warrant liability (6,433) (6,433) (12,866) — Gain (loss) on earn-out liability 18,439 18,438 36,877 — Interest and dividend income (expense) (3,387) (3,245) (6,632) (179) Other income (366) (281) (647) 2 Income (loss) before taxes (51,691) (19,949) (71,640) 2,101 Income tax (expenses) benefit 5,398 5,398 10,796 (303) Net income (loss) $ (46,293) $ (14,551) $ (60,844) $ 1,798 (Dollars in Thousands) As of Assets by segment June 30, 2023 (Successor) December 31, 2022 (Predecessor) Asset management $ 834,448 $ — Wealth management $ 571,297 $ 91,989 Total assets $ 1,405,745 $ 91,989 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing income attributable to controlling interest by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per common share excludes potentially dilutive instruments which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share: For the Period (Dollars in Thousands, except share data) April 1, 2023 – June 30, January 3, 2023 – June 30, Net income (loss) attributable to controlling interest - basic $ 43,442 $ (25,298) Net income (loss) available to the Company - diluted 29,446 $ (25,298) Weighted-average shares of Class A Common Stock outstanding - basic 59,286,346 58,425,916 Weighted-average shares of Class A Common Stock outstanding - diluted $ 114,319,307 $ 58,454,342 Earnings (loss) per Class A Common Stock - basic $ 0.73 $ (0.43) Earnings (loss) per Class A Common Stock - diluted $ 0.26 $ (0.43) The following potentially dilutive instruments were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive: For the Period (Dollars in Thousands, except share data) April 1, 2023 – June 30, January 3, 2023 – June 30, Class B Common Stock and Class B Units — 27,516,481 Warrants — 9,985,626 Earn-outs 10,396,318 10,396,318 Stock Awards 4,607,089 2,303,545 The Holbein Earn-Ins were also excluded from the calculation of diluted EPS. The number of potentially dilutive shares for the Holbein Earn-Ins is contingent on revenue generated from continuing customers in 2023 and 2024. The key terms of the Holbein Earn-Ins are discussed in Note 5 (Equity-Based Compensation). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Tax Receivable Agreement Pursuant to the TRA, the Company will pay certain parties to the Business Combination 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increase in tax basis of the assets of Alvarium Tiedemann related to the Business Combination. Amounts payable under the TRA are contingent upon (i) the generation of taxable income over the life of the TRA, (ii) the tax rates in effect as of time periods in which tax benefits are used, and (iii) certain terms governing the rate of interest to be applied to payments under the TRA. As of June 30, 2023 (Successor), the liability associated with the TRA was approximately $15.1 million and consisted entirely of a liability recorded under ASC 805 associated with the Business Combination, and as such, is presented at fair value through the discount of future anticipated payments. Payments under the TRA that are on account of liabilities arising in connection with the Business Combination will be revalued at the end of each reporting period with the gain or loss recognized in earnings. In connection with the TRA, certain parties to the Business Combination who received Class B units in Umbrella have the ability to exchange Class B units in Umbrella. for Class A shares in the Company on a 1:1 exchange basis. These future exchanges are anticipated to be treated as taxable exchanges which may provide an increase in the tax basis of the assets of Alvarium Tiedemann and therefore provide for additional payments under the TRA. TRA liabilities that are generated on account of future exchanges will be recorded under ASC 450. Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and pays recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA. In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions. The estimate of the timing and amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with those potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments. As of June 30, 2023 (Successor), assuming no material changes in the relevant tax laws and that the Company generates sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain AlTi’s assets, we expect to pay approximately $15.1 million under the TRA. Future changes in the fair value of the TRA liability will be recognized in earnings. Any future cash savings and related payments under the TRA due to subsequent exchanges of Class B Units for Class A Shares would be accounted for separately from the amount related to the Business Combination. Earn-out Under the terms of the Business Combination, upon Closing, the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium became entitled to receive earn-out shares contingent on various share price milestones. Additionally, upon a change of control of the Company, the share price milestones will be deemed to have been met and all the Earn-out Securities will be payable to the earn-out holders. The earn-out shares are precluded from being considered indexed to the Company's own stock and are recognized as a liability at fair value with changes in fair value recognized in earnings. As of June 30, 2023 (Successor), the fair value of the earn-out shares was $54.9 million. See Note 2 (Summary of Significant Accounting Policies) for additional detail. Litigation From time to time, the Company may be involved in legal actions in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materiality affects its results of operations, financial condition or cash flows. Home REIT is a real estate investment trust company listed on the London Stock Exchange. Alvarium Fund Managers (UK) Limited (“AFM UK”) is its alternative investment fund manager (or “AIFM”) and AHRA was its investment adviser until June 30, 2023. AFM UK is a wholly owned subsidiary of the Company. AHRA was owned by AlTi RE Limited, formerly known as Alvarium RE Limited (“ARE”) (another wholly owned subsidiary of the Company) up until December 30, 2022, when AHRA was sold. As such, AHRA was not acquired by the Company pursuant to the Business Combination, and formed AlTi. Accordingly, AHRA has never been a member of AlTi’s corporate group. Notwithstanding the disposal of AHRA, ARE retained an option to reacquire AHRA and, consequently, AHRA has been included in the Company’s Condensed Consolidated Statement of Operations for the period from January 3, 2023 to June 30, 2023 (Successor) in accordance with applicable accounting requirements. On June 30, 2023, the Company entered into a series of agreements that resulted in the deconsolidation of AHRA from the Asset Management segment with immediate effect. The agreements removed ARE’s potential controlling voting rights in AHRA (previously ascertainable on the exercise of the option), and terminated other residual contractual relationships between AHRA and ARE. As a result, these agreements removed AlTi’s control of AHRA from an accounting perspective. AHRA’s results were included in the Company’s Condensed Consolidated Statement of Operations for the period from January 3, 2023 to June 30, 2023 (Successor), but its accounts were removed from the Consolidated Statement of Financial Position as of June 30, 2023 (Successor). The deconsolidation resulted in an intangible asset impairment charge of $29.4 million, which is recorded as an Impairment loss on intangible assets in the Condensed Consolidated Statement of Operations. Assets managed by AHRA, however, have been excluded from the Company’s AUM/AUA metrics since January 3, 2023. Since November 2022, Home REIT and AHRA have been the subject of a series of allegations in the UK media regarding Home REIT’s operations, triggered by a report issued by a short seller. Following the publication of the short seller report, a UK law firm (Harcus Parker Limited) announced that it was seeking current and former shareholders of Home REIT to potentially bring claims in connection with the allegations. Harcus Parker’s announcement states that claims will likely be brought against Home REIT itself, its directors, and AFM UK. Notwithstanding the Harcus Parker publication, as at the date of authorizing this quarterly report, no letter before action has been received by AFM UK (as such is required under the Practice Direction on Pre-Action Protocols and Conduct contained in the United Kingdom’s Ministry of Justice Civil Procedure Rules, as amended, prior to a claimant commencing litigation), no litigation has been commenced against Home REIT or AFM UK, and we do not currently have visibility on the likelihood or otherwise of litigation actually being commenced. Further, given the above, it is not possible at this point in time for us to reliably assess the quantum of any claims that may potentially be brought, though such quantum may potentially be material to the Company. If any litigation or other action is commenced against AFM UK, our current assessment is that any such claims or actions should be defended and would be unlikely to succeed. However, if any claims were commenced, we would anticipate that such claims may involve complex questions of law and fact and we may incur significant legal expenses in defending such litigation. We will continue to assess any potential litigation or regulatory risk associated with the above-mentioned matters. We maintain insurance policies which are intended to provide coverage for various claims against us, subject to the terms and conditions of the relevant policy. Such policies include, among other things, indemnification for legal expenses. We also have access to credit facilities to support the business, if required. These arrangements support our assessment of going concern and of our ability to address any potential financial impact arising from the above. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity | Equity Class A Common Stock As of June 30, 2023 (Successor), there were 62,957,671 shares of Class A Common Stock outstanding. Of those shares, 3,276,391 are subject to performance targets under the terms of the Earn-out. The holders of the Class A Common Stock represent the controlling interest of the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management evaluated events and transactions through and including August 14, 2023, the date these financial statements were available to be issued. Based on management’s evaluation there are no events subsequent to June 30, 2023 that require adjustment to or disclosure in the consolidated financial statements, except as noted below. On July 14, 2023, the Company amended the Holbein purchase agreement related to the Holbein acquisition discussed in Note 5 (Equity-Based Compensation and Earn-in Expenses). The amendment crystallizes the contingent earn-in consideration amount by replacing the valuation of the Holbein Earn-Ins consideration of an estimate of future revenue. Additionally, the first payment date and second payment date are agreed as April 1, 2024 and April 1, 2025, respectively. The agreed upon first and second date payments are $8.3 million and $10.2 million, respectively. The earn-in consideration and compensatory earn-in remain to be issued as approximately 50% of the Company’s Class A Common Stock and 50% cash. The selling shareholders remain required to maintain certain service agreements to receive the compensatory Holbein Earn-ins. On July 18, 2023, the Company entered into non-legally binding heads of terms for the sale of the business and assets of one of the Company’s subsidiaries, Alvarium Investment Managers (UK) LLP. Subject to certain customer and supplier consents, this transaction is expected to close in the second half of 2023 for a total consideration of $0.5 million payable over two years. On August 2, 2023, the Company closed its acquisition of the remaining 70% of the issued share capital of Alvarium Investment Managers (Suisse) SA (“AIMS”). The Company previously owned 30% of the shares in AIMS and equity method accounted for it as an associate. AIMS is an investment manager based in Lugano, Switzerland with approximately $1.3 billion of assets under management as of June 30, 2023. An estimated purchase price of $14.4 million was calculated prior to the closing date and based on a multiple of recurring EBITDA for the period from July 1, 2022 to June 30, 2023. 90% of the purchase price will be payable in cash in three installments, i.e., $5.2 million on closing date, a true up payment of $0.7 million (plus or minus any adjustments to the estimated purchase price) paid within 10 business days of agreeing the final purchase price and a deferred payment of $7.1 million paid on or prior to September 30, 2024. The remaining 10% of the purchase price will be payable in the Company’s shares as soon as reasonably practicable, no later than October 31, 2023. The Company will proceed and complete its accounting for the transaction in the third quarter of 2023. Management has made restructuring decisions that reflect the Company’s strategic priorities of growing management fee revenue streams that are recurring and increasing profitability. In connection with these restructuring activities, management expects to record certain obligations, including severance, which may be material to the financial statements. These restructuring decisions may also impact the carrying value of intangible assets, including goodwill, which may be material to the condensed consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 43,442 | $ 965 | $ (25,298) | $ 1,863 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying unaudited condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries for the period from January 3, 2023 to June 30, 2023 (Successor) and the Condensed Consolidated Statement of Financial Position of TWMH and its subsidiaries as of December 31, 2022 (Predecessor) and the Condensed Consolidated Statement of Operations of TWMH for the period from January 1, 2022 to June 30, 2022 (Predecessor). The condensed consolidated financial statements have been prepared under the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) and conforms to prevailing practices within the financial services industry, as applicable to the Company. The notes are an integral part of the Company’s condensed consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s condensed consolidated financial statements have been included and are of a normal and recurring nature.The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period presentations and disclosures, while not required to be recast, may be reclassified to ensure comparability with current period classifications. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the condensed consolidated financial statements of the Company. The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period; (ii) the fair values of the Company’s investments and liabilities with respect to the Tax Receivable Agreement (“TRA”), warrants and Earn-out Securities, as changes in these fair values have a direct impact on the Company’s consolidated net income (loss); (iii) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets; (iv) the qualitative and quantitative assessments of whether impairments of acquired intangible assets and goodwill exist; and (v) the determination of whether to consolidate a variable interest entity (“VIE”); and (vi) fair value of assets acquired and liabilities assumed in business combinations, including assumptions with respect to future cash inflows and outflows, discount rates, assets useful lives, market multiples, the allocation of purchase price consideration in the business combination valuation of acquired assets and liabilities, the estimated useful lives of intangible assets, goodwill impairment testing, assumptions used to calculate equity-based compensation, and the realization of deferred tax assets. Inherent in such estimates are judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. While management believes that the estimates utilized in preparing the condensed consolidated financial statements are reasonable and prudent, actual results could differ materially from those estimates. |
Consolidation | Consolidation The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. The Company determines whether an entity should be consolidated by first evaluating whether it holds a variable interest in the entity. Entities that are not VIEs are further evaluated for consolidation under the voting interest model (“VOE” model). An entity is considered to be a VIE if any of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered a variable interest. The Company factors in all economic interests, including proportionate interests through related parties, to determine if fees are considered a variable interest. Where the Company’s interests in funds are primarily management fees and insignificant direct or indirect equity interests through related parties, the Company is not considered to have a variable interest in such entities. The Company consolidates all VIEs for which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company does not consolidate any of the products it manages as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses of an entity or the right to receive benefits from an entity that could potentially be significant to such entities. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively, however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment, including: (1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest. The Company will generally not consolidate those voting interest entities where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. ASC 606 includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectability of the consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the performance obligation in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligation in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. Management/Advisory Fees Revenues from contracts with customers consist of investment management, trustee, and custody fees. Pursuant to ASC 606, the Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under this standard, revenue is based on a contract with a determinable transaction price and a distinct performance obligation with probable collectability. Revenues cannot be recognized until the performance obligation is satisfied and control is transferred to the customer. Investment management, trustee and custody fees are recognized over the period in which the investment management services are performed, using a time-based output method to measure progress. The amount of revenue varies from one reporting period to another as levels of AUA change (from inflows, outflows, and market movements) and the number of days in the reporting period change. For services provided to each client account, the Company charges an investment management fee, inclusive of custody and/or trustee fees, based on the fair value of the AUA of such account representing a single performance obligation. For assets for which valuations are not available on a daily basis, the most recent valuation provided to the Company is used as the fair value for the purpose of calculating the quarterly fee. In certain circumstances, fixed fees are charged to customers on a monthly basis. The nature of the Company’s performance obligation is to provide a series of distinct services in which the customer receives the benefits of the services over time. The Company’s performance obligation is satisfied at the end of each month or quarter, as applicable to the contract with the customer. Fees are charged on a mixture of methodologies that include quarterly in arrears based upon the market value at the end of the quarter, quarterly based on the average daily balance, or monthly. Receivable balances from contracts with customers are included in the fees receivable line in the Condensed Consolidated Statement of Financial Position. There were no write-offs of such fees receivable as of June 30, 2023 (Successor), and December 31, 2022 (Predecessor). Our FOS business is also included in this line item. FOS fees are generally structured to reflect an annual agreed upon fee or they can be structured on a project/time-based fee. FOS fees are typically billed quarterly in arrears. We also generate FOS project/time-based fees arising from accounting, administration fees, set up, FATCA, and other non-investment advisory services. Incentive Fees The Company is entitled to incentive fees if targeted returns have been achieved in accordance with customer contracts. Incentive fees are calculated using a percentage of net profit from the amount the customers earn. Incentive fees are variable consideration that is generally calculated as applicable to the contract with the customer. We recognize our incentive fees when it is no longer probable that a significant reversal of revenue will occur. Our incentive fees are not subject to clawback provisions. Distributions from Investments The Company has equity interests in three entities pursuant to which it is entitled to distributions based on the terms of the respective arrangements. Distributions from each investment will be recorded upon receipt of the distribution. These distributions are recurring under investment agreements and are structured as either a profit or revenue share of the investment’s management and incentive fees. Other Fees and Income The Company generates fees for advising on capital market transactions such as mergers and acquisitions and capital raising as part of its strategic advisory division. Strategic advisory fees are primarily success-based fees that are typically a percentage of the financial outcome or target achieved in the merger, acquisition, or capital raising. Revenue is recognized at a point in time upon closing of the transaction or upon the final deliverable. Additionally, the Company may receive upfront non-refundable retainer fees to provide future services to clients, which are recognized over the course of the service period. The Company generates arrangement fees in its co-investment division by arranging private debt or equity financing, generally in connection with an acquisition or an investment. Arrangement fees are typically 50 to 100 basis points of equity value contributed into a transaction. Acquisition fees are typically payable where there are no agency fees or where there is an off-market transaction sourced by the team. Such acquisition fees are usually in the range of 50 to 100 basis points of the purchase price of the relevant acquisition. The equity structures are long-term ( five |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents primarily consist of cash and money market funds. Cash balances maintained by consolidated VIEs are not considered legally restricted and are included in cash and cash equivalents on the Condensed Consolidated Statement of Financial Position. Cash was held across our US and international markets. A majority of cash in the U.S. was held in checking accounts within the credit facility bank group, including at a major global financial institution which management believes is creditworthy. |
Compensation and Employee Benefits | Compensation and Employee Benefits Cash-Based Compensation Compensation and benefits consist of salaries, bonuses, commissions, benefits and payroll taxes. Compensation is accrued over the related service period. Equity-Based Compensation Equity-based compensation awards are reviewed to determine whether such awards are equity-classified or liability-classified. Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period. When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each statement of financial position date through the settlement date to the then current fair value of such award. The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. Furthermore, the Company recognizes all excess tax benefits and deficiencies as income tax benefit or expense in the Condensed Consolidated Statement of Operations. |
Foreign Currency Transactions and Foreign Currency | Foreign Currency and Transactions The Company has multiple functional currencies across various consolidated entities. All functional currencies that are not the U.S. dollar are converted upon consolidation at the reporting date. Monetary assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at the closing rates of exchange on the date of the Condensed Consolidated Statement of Financial Position. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the historical exchange rate. The profit or loss arising from foreign currency transactions is remeasured using the rate in effect on the date of the relevant transaction. Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within “Foreign currency translation adjustments.” |
Income Taxes | Income TaxesThe Company accounts for income taxes under the asset and liability method in accordance with ASC 740. Under this method, deferred tax assets and liabilities are determined based on differences between the condensed consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statement of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized, meaning the likelihood of realization is greater than 50%.The Company accounts for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Other Assets | Other assetsOther assets include prepaid expenses, miscellaneous receivables, current income taxes receivable, fixed assets and software licenses. The Company amortizes assets over their respective useful lives, as applicable. |
Investments | Investments Investments in Debt Securities. The Company classifies debt investments as held-to-maturity or trading based on the Company’s intent and ability to hold the debt security to maturity or its intent to sell the security. The Company does not have any held-to-maturity debt investments. Trading securities are those investments that are purchased principally for the purpose of selling them in the near term. Trading securities are carried at fair value on the Condensed Consolidated Statement of Financial Position with changes in fair value recorded in nonoperating income (expense) on the Condensed Consolidated Statement of Operations. Investments in Equity Securities . Equity securities are generally carried at fair value on the Condensed Consolidated Statement of Financial Position in accordance with ASC 321, “Investments – Equity Securities.” Changes in fair value are recorded in net gains (losses) in the Condensed Consolidated Statement of Operations. Equity Method . The Company applies the equity method of accounting for equity investments where the Company does not consolidate the investee but can exert significant influence over the financial and operating policies of the investee. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees is based on the facts and circumstances surrounding each individual investment. The Company’s share of the investee’s underlying net income or loss is recorded as net gain (loss) on investments within current period earnings. The Company’s share of net income of the investee is recorded based upon the most current information available at the time, which may precede the date of the Condensed Consolidated Statement of Financial Position. Due to the nature and size of its investees, the Company has adopted a lag in reporting for certain equity method investees for which the Company cannot reliably obtain financial information on a regular basis. Distributions received reduce the Company’s carrying value of the investee and the cost basis if deemed to be a return of capital. For certain investments, the Company may apply the alternative fair value option to the investment at initial measurement. The fair value measurement of investments in which the option is elected will be measured in accordance with ASC 825. For equity method investments and nonmarketable investments, impairment evaluation considers qualitative factors, including the financial conditions and specific events related to an investee, which may indicate the fair value of the investment is less than the carrying value. For held-to-maturity investments, impairment is evaluated using market values, when available, or the expected cash flows of the investment. |
Leases | LeasesThe Company accounts for its leases in accordance with ASC 842, Leases and recognizes a lease liability and right-of-use asset in the Condensed Consolidated Statement of Financial Position for contracts that it determines are leases or contain a lease. The Company evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: (i) the lease has a purchase option that is reasonably certain of being exercised, (ii) the present value of the future cash flows is substantially all of the fair market value of the underlying asset, (iii) the lease term is for a significant portion of the remaining economic life of the underlying asset, (iv) the title to the underlying asset transfers at the end of the lease term, or (v) if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. At the inception of a finance lease, an asset and finance lease obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the property’s fair market value. Finance lease obligations are classified as either current or long-term based on the due dates of future lease payments, net of interest. The Company’s lease portfolio primarily consists of operating leases for office space in various countries around the world. The Company also has operating leases for office equipment and vehicles, which are not significant. The Company does not separate non-lease components from lease components for its office space and equipment operating leases and instead accounts for each separate lease component and its associated non-lease component as a single lease component. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. The Company’s right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Lease right-of-use assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company does not recognize a lease liability or right-of-use asset on the balance for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases. |
Intangible assets other than goodwill, net | Intangible assets other than goodwill, net The Company recognized certain finite-lived intangible assets as a result of the Business Combination. The Company’s finite-lived intangible assets consist of Trade Names, Customer Relationships, Investment Management Agreements and Backlog. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company tests finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. The Company evaluates impairment by comparing the estimated fair value attributable to the intangible asset with its carrying amount. If an impairment exists, the Company adjusts the carrying value to equal the fair value by taking a charge through earnings. The Company also recognized certain indefinite-lived intangible assets as a result of the Business Combination consisting of certain investment management agreements. These indefinite-lived intangibles are not subject to amortization, but are evaluated for impairment at least annually. In assessing its indefinite-lived intangible assets for impairment, the Company has the option to first perform a qualitative |
Goodwill | Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of the tangible and intangible assets acquired and the liabilities assumed. Under ASC 350, Intangibles—Goodwill and Other , goodwill is not amortized, but rather is subject to an annual impairment test. Goodwill represents the excess of consideration over identifiable net assets of an acquired business. Goodwill is allocated at a reporting unit level. The Company has two reporting units, Asset Management and Wealth Management, and tests goodwill annually for impairment at each reporting unit. If, after assessing qualitative factors, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists. If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings. The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount. No impairments have been recognized to date on the Company’s goodwill. |
Fixed Assets, Net | Fixed Assets, NetFixed assets are recorded at cost, less accumulated depreciation and amortization, and are included in the “Other assets” line item in the Company’s Condensed Consolidated Statement of Financial Position. Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within general, administrative and other expenses in the Company’s Condensed Consolidated Statement of Operations. The estimated useful life for leasehold improvements is the lesser of the remaining lease term and the life of the asset, while other fixed assets are generally depreciated over a period of two |
Debt Obligations, Net | Debt Obligations, NetThe Company’s debt obligations are recorded at amortized cost, net of any debt issuance costs, discounts and premiums. Debt issuances costs are deferred and along with discounts and premiums are amortized to interest expense in the Condensed Consolidated Statement of Operations over the life of the related debt instrument using the effective interest method. Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the Condensed Consolidated Statement of Operations when the Company prepays borrowings prior to maturity. |
Tax Receivable Agreement | Tax Receivable AgreementThe TRA liability represents amounts payable to certain pre-Business Combination equity holders of the Company. The portion of the TRA liability related to the Business Combination is deemed contingent consideration payable to the previous owners and is carried at fair value, with changes in fair value reported within other gain (loss) in the Condensed Consolidated Statement of Operations. Future exchanges of Class B Units for Class A Shares may increase the TRA liability. Those increases will be carried at a value equal to the expected future payments due under the TRA. No exchanges have occurred to date. For future increases due to exchanges the Company will record an initial estimate of future payments under the TRA portion as a decrease to additional paid-in capital in the Condensed Consolidated Statement of Financial Position. Subsequent adjustments to the liability for future payments under the TRA related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the Condensed Consolidated Statement of Operations. |
Warrant Liability, Earn-out Liability, and Derivative Financial Instruments | Warrant LiabilityThe Company evaluated the Warrants in accordance with ASC 815-40 and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in Other Income/(Expenses) in the Condensed Consolidated Statement of Operations in the period of change. Prior to the Business Combination the Sponsor held private warrants that were contributed to the Company and legally cancelled. The contribution and cancellation of these warrants resulted in derecognition of the private warrants and accounted for in additional paid in capital as of January 3, 2023. The Company subsequently issued new warrants with terms identical to those of the public warrants to the Target Companies’ selling shareholders classified as derivative liabilities. On June 7, 2023, the Company closed an offer and consent solicitation and entered into a warrant amendment, pursuant to which the remaining warrants were exchanged. In total, the warrants were exchanged for approximately 4,962,221 shares of the Company's Class A Shares. (See Note 1). Following the exchange, none of the warrants remain outstanding as of June 30, 2023 (Successor). Earn-out LiabilityThe Earn-out Securities, comprised of 3.3 million Class A Shares, 7.1 million Class B Shares, and 7.1 million Class B Units (one Class B share and one Class B Unit comprising a Paired Interest, as described in Note 3 (Business Combination), are payable to the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium upon the achievement of certain vesting conditions in accordance with the terms of the Business Combination Agreement. Upon the Company’s Class A Share price meeting a volume-weighted average price threshold of $12.50 for 20 out of 30 trading days within five years of the Closing, fifty percent of the Earn-out Securities will vest and be issued in settlement of the Earn-out Liability (or, in the case of the Sponsor, which shares have already been issued, will no longer be subject to forfeiture). Upon the Company’s Class A Share price meeting a volume-weighted average price threshold of $15.00 for 20 out of 30 trading days within five years of the Closing, the remaining fifty percent of the Earn-out Securities will vest and be issued. If, within five years of the Closing, a change of control event occurs (as defined in the Business Combination Agreement), any Earn-out Securities not previously issued will be deemed to have vested and will be issued (or, in the case of the Sponsor, which shares have already been issued, will no longer be subject to forfeiture). The Company evaluated the terms of the earn-out agreement in accordance with ASC 815-40 and concluded that the Earn-out Securities are precluded from being accounted for as a component of equity. Since the earn-out agreement meets the definition of a derivative, the Earn-out Securities are recorded as a derivative liability on the balance sheet and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in Other Income/(Expenses) in the Condensed Consolidated Statement of Operations in the period of change.Derivative Financial InstrumentsThe Company accounts for derivative financial instruments in accordance with ASC 815, “Derivatives and Hedging,” which requires the Company to recognize all derivative instruments on the Condensed Consolidated Statement of Financial Position as either assets or liabilities and to measure them at fair value each reporting period unless they qualify for a normal purchases and normal sales exception. Normal purchases and normal sales contracts are those that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold by a reporting entity over a reasonable period in the normal course of business. |
Non-controlling Interests | Non-controlling InterestsNon-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. The proportions of profit and loss and changes in equity allocated to the owners of the parent and to the non-controlling interests are determined on the basis of existing ownership interests. |
Segment Reporting | Segment Reporting Our business is organized into two operating segments: Wealth Management and Asset Management. Described below are the segments and the revenue generated by each, which broadly fall into three categories: recurring management, advisory, or administration fees; performance or incentive fees; and transaction fees. Wealth Management Our Wealth Management services principally consist of investment management and advisory services, trusts and administrative services, and family office services. Our Wealth Management client base includes HNWIs, families, single family offices, foundations, and endowments globally. Investment management or advisory fees are the primary source of revenue in our Wealth Management segment. These fees are generally calculated based on a percentage of the value of each client’s AUM or AUA (as applicable). As of June 30, 2023 (Successor), this segment had $48.6 billion in AUM/AUA. Investment Management and Advisory Services In our investment management and advisory services teams, we diversify our clients’ portfolios across risk factors, geographies, and asset classes including private equity, private debt, hedge funds, real estate, and other assets through highly experienced third-party managers, who may be hard to access. Trusts and Administration Services The trusts and administration services that we provide include entity formation and management, creating or modifying trust instruments and/or administrative practices to meet beneficiary needs, full corporate, trustee-executor, and fiduciary services. We also offer provision of directors and company secretarial services, administering entity ownership of IP rights, advice and administration services in connection with investments in marine and aviation assets, and administering entity ownership of fine art and collectibles. Family Office Services Our family office services are tailored outsourced family office solutions and administrative services which we provide primarily to our larger clients. These services include bookkeeping and back-office services, private foundation management and grantmaking, oversight of trust administration, financial tracking and reporting, cash flow management and bill pay, and other financial services. Asset Management Our Asset Management services include alternatives platform, public and private real estate, co-investment, and strategic advisory businesses. Alternatives Platform Our alternatives platform represents our legacy TIG business which is an alternative asset manager. This platform includes our TIG Arbitrage strategy and funds managed by our External Strategic Managers. Our alternatives platform client base is predominantly comprised of institutional investors. The TIG Arbitrage strategy is our event-driven strategy based in New York through which management fees and incentive fees based on performance are received from the underlying funds and accounts. The strategies of our External Strategic Managers include Real Estate Bridge Lending, European Equities and Asian Credit and Special Situations. We receive distributions from our External Strategic Managers through our profit or revenue sharing arrangements that are generated through their management and incentive fees based on performance of the underlying investments. As of June 30, 2023 (Successor), this platform had $7.9 billion in AUM/AUA. Real Estate - Public and Private Our real estate business includes fund management services as well as co-investment solutions. As of June 30, 2023 (Successor), this business had approximately $12.4 billion of AUM/AUA. Fund Management Our real estate fund management business manages two funds based in the United Kingdom, LXi REIT, a publicly traded REIT, and Home Long Income Fund, a private fund. Services offered through these funds include investments, financial planning and strategy, sales and marketing, and back and middle office infrastructure/administration . The funds are marketed primarily in the United Kingdom to institutional investors, primarily pension funds, as well as to retail investors. Fees from our real estate fund management business are earned from management and advisory fees. Co-Investment Our real estate co-investment business, which was part of the legacy Alvarium business, oversees deal origination, due diligence, documentation, and structuring from inception to exit for a variety of strategies including forward funding, development, income, value-add and planning. Investors are typically HNWIs, single family offices, and institutional investors. Fees earned related to our real estate co-investment business include private market, incentive fees, management and advisory fees, and placement and brokerage fees. As of June 30, 2023 (Successor), our real estate co-investment platform has deployed more than $7.8 billion of capital (inclusive of capital raised for our public and private real estate funds), of which approximately 14% has been invested by legacy Alvarium shareholders and senior employees. |
Other Income / Expenses | Other Income / Expenses Other income and expenses is comprised of unrealized gains (losses) on investments, interest and dividend income (expense), income from equity method investees, and other items. The Company holds investments in common stock, mutual funds, exchange-traded funds, and exchange-traded notes, which represent investments in equity and debt securities. The Company earns realized and unrealized gains and losses which depend on investment performance. Interest income is earned through its investments in exchange-traded notes. These generally include debt securities held on a short- or medium-term basis when the Company has excess cash. The Company recognizes and records interest income using the effective interest method. Dividend income is earned through investments in common stock, mutual funds, and exchange-traded funds. Dividend income is recorded on the ex-dividend date. |
Held for Sale Accounting | Held for Sale Accounting In circumstances when the Company is evaluating its components, we may establish plans that require us to evaluate whether a component qualifies for held-for-sale accounting under ASC 360, Property, Plant, and Equipment |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which modifies ASC 805 to require an acquiring entity in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. This guidance is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance on January 1, 2022 and applied the guidance prospectively to business combinations that occurred after this date. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance in ASC 820 when measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect the impact of this guidance to be material to its condensed consolidated financial statements. The Company has considered all newly issued accounting guidance that is applicable to its operations and the preparation of its unaudited condensed consolidated statements, including those it has not yet adopted. The Company does not believe that any such guidance has or will have a material effect on its financial position or results of operations. |
Description of the Business (Ta
Description of the Business (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Stock by Class | The following table presents the number of shares of the Registrant that were outstanding as of June 30, 2023 (Successor): As of June 30, Class A shares 62,957,671 Class B shares 55,032,961 |
Structure of Related Business Entities | Through a series of intercompany transactions, AlTi was restructured to reflect the final structure depicted below: |
Business Combinations and Div_2
Business Combinations and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | (Dollars in Thousands) Amount Cash consideration $ 99,999 Equity consideration: Class A $ 294,159 Class B $ 573,205 Warrants $ 4,896 Earn-out consideration $ 85,097 Tax Receivable Agreement $ 13,000 Payment of assumed liabilities $ 760 Total purchase consideration transferred $ 1,071,116 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Business Combination (in thousands): (Dollars in Thousands) Business Cash and cash equivalents $ 24,047 Management/advisory fees receivable 41,691 Investments at fair value 148,674 Equity method investments 42,186 Property, plant and equipment 3,996 Intangible assets 520,161 Goodwill 545,492 Operating lease right-of-use assets 28,487 Other assets 47,147 Total Assets Acquired $ 1,401,881 Accounts payable and accrued expenses 75,846 Accrued compensation and profit sharing 25,051 Accrued member distributions payable 12,803 Delayed share purchase agreement 1,818 Earn-in consideration payable 1,519 Operating lease liabilities 29,047 Debt 124,533 Deferred tax liability, net 43,906 Other liabilities 15,482 Total Liabilities Assumed $ 330,005 Total Assets Acquired and Liabilities Assumed 1,071,876 Non-controlling interest in subsidiaries (760) $ 1,071,116 The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Acquisition: (Dollars in Thousands) Acquisition Date Cash and cash equivalents $ 1,092 Management/advisory fees receivable 1,952 Property, plant and equipment 654 Intangible assets 12,300 Operating lease right-of-use assets 1,048 Other assets 484 Total Assets Acquired 17,530 Accounts payable and accrued expenses 358 Operating lease liabilities 1,048 Other liabilities 1,581 Total Liabilities Assumed $ 2,987 Total Assets Acquired and Liabilities Assumed $ 14,543 Goodwill Implied 987 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Below is a summary of the intangible assets acquired in the Business Combination (in thousands): (Dollars in Thousands) Acquisition Date Estimated Life Trade Names $ 14,695 11.5 Customer Relationships 163,392 27.1 Investment Management Agreements (definite life) 94,575 18.4 Investment Management Agreements (indefinite life) 245,900 Indefinite Developed Technology 1,000 5 Backlog 599 0.5 Total Intangible Assets $ 520,161 Below is a summary of the intangible assets acquired in the Acquisition: (Dollars in Thousands) Acquisition Date Fair Value Estimated Life (Years) Customer Relationships $ 12,300 10 Total Intangible Assets $ 12,300 |
Disposal Groups, Including Discontinued Operations | The carrying amounts of the major classes of assets and liabilities of FOS presented as held for sale at June 30, 2023 (Successor) is as follows: As of (in thousands) June 30, 2023 (Successor) Assets Cash and cash equivalents $ 2,999 Fees receivable, net 5,011 Intangible assets, net of accumulated amortization 2,117 Operating lease right-of-use assets 422 Deferred tax asset, net 203 Other assets 298 Total assets held for sale $ 11,050 Liabilities Accounts payable and accrued expenses $ (328) Operating lease liabilities (418) Deferred income (1,519) Other liabilities (429) Total liabilities held for sale $ (2,694) |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table represents the Company’s revenue disaggregated by fee type for the periods presented below: For the Period For the Period (Dollars in Thousands) April 1, 2023 – June 30, 2023 April 1, 2022 – June 30, 2022 January 3, 2023 – June 30, 2023 January 1, 2022 – June 30, 2022 Management/Advisory fees $ 47,440 $ 18,892 $ 93,910 $ 38,862 Incentive fees 469 1,046 — Distributions from investments 2,203 12,233 — Other fees/income 1,769 2,739 — Total Income $ 51,881 $ 18,892 $ 109,928 $ 38,862 (Dollars in Thousands) As of June 30, 2023 As of December 31, 2022 Management/Advisory fees receivable Beginning balance $ 30,544 $ 20,019 Ending balance 28,513 19,540 Incentive fees receivable Beginning balance $ 3,540 $ — Ending balance 274 — Other fees/income receivable Beginning balance $ 4,106 $ — Ending balance 802 — Deferred management/advisory fees Beginning balance $ (945) $ — Ending balance (98) — Deferred other fees/income Beginning balance $ (422) $ — Ending balance (360) — |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | (Dollars in Thousands) As of June 30, 2023 As of December 31, 2022 Management/Advisory fees receivable Beginning balance $ 30,544 $ 20,019 Ending balance 28,513 19,540 Incentive fees receivable Beginning balance $ 3,540 $ — Ending balance 274 — Other fees/income receivable Beginning balance $ 4,106 $ — Ending balance 802 — Deferred management/advisory fees Beginning balance $ (945) $ — Ending balance (98) — Deferred other fees/income Beginning balance $ (422) $ — Ending balance (360) — |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following is a summary categorization, as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor), of the Company’s financial instruments based on the inputs utilized in determining the value of such financial instruments: Investments at fair value as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are presented below: As of June 30, 2023 (Successor) Level 1 Level 2 Level 3 (Dollars in Thousands) Quoted Prices Observable Inputs Unobservable Inputs Total Assets: Mutual funds $ 52 $ — $ — $ 52 Exchange-traded funds 118 — — 118 Investments – External Strategic Managers — — 163,376 163,376 Investments – Affiliated Funds (1) — — — 1,243 Total $ 170 $ — $ 163,376 $ 164,789 Liabilities: Earn-out liability $ — $ — $ 54,884 $ 54,884 TRA liability — — 15,092 15,092 Earn-in consideration payable — — 1,675 1,675 Total $ — $ — $ 71,651 $ 71,651 (1) Investments in Affiliated Funds are measured at fair value using the net asset value (or its equivalent) practical expedient. The Company's investments in Affiliated Funds represent interests that do not trade in an active market and are valued using the NAV of each investment company as reported and without adjustment. The Company does not have any commitments to the Affiliated Funds and redemptions are permitted on a monthly basis and require 30 days’ notice. The strategies of the Affiliated Funds primarily focus on near-dated, hard catalyst events that typically involve hostile deals, proposals, minority interest buy-ins, leverage buyouts, activism, spin-offs, recapitalizations, and agreed upon deals. The investments held in the Affiliated Funds are primarily highly liquid and marketable securities. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Condensed Consolidated Statement of Financial Position. As of December 31, 2022 (Predecessor) Level 1 Level 2 Level 3 (Dollars in Thousands) Quoted Prices Observable Inputs Unobservable Inputs Total Assets: Mutual funds $ 44 $ — $ — $ 44 Exchange-traded funds 101 — — 101 Interest rate swap — 241 — 241 Total $ 145 $ 241 $ — $ 386 Liabilities: Earn-in consideration payable $ — $ — $ 1,519 $ 1,519 Payout right — — 3,662 3,662 Total $ — $ — $ 5,181 $ 5,181 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of changes in the fair value of Level 3 measurements as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor): Level 3 Liabilities as of June 30, 2023 (Successor) (Dollars in Thousands) TRA Liability Earn-out Earn-in consideration payable Total Beginning balance $ 13,000 $ 91,761 $ 1,519 $ 106,280 Settlements — — — — Net losses 2,092 (36,877) 156 (34,629) Ending balance $ 15,092 $ 54,884 $ 1,675 $ 71,651 Level 3 Liabilities as of December 31, 2022 (Predecessor) (Dollars in Thousands) Earn-in consideration payable Payout right Total Transfers into Level 3 $ — $ — $ — Transfers out of Level 3 — — — Purchases — — — Issuances 1,519 3,662 5,181 Ending balance $ 1,519 $ 3,662 $ 5,181 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Level 3 Assets as of June 30, 2023 (Successor) Assets: Beginning balance Realized and Purchases Sales and Total Investments – External Strategic Managers $ 146,130 $ 1,879 $ 15,367 $ $ 163,376 Total Assets $ 146,130 $ 1,879 $ 15,367 $ $ 163,376 |
Fair Value Measurement Inputs and Valuation Techniques | (Dollars in Thousands) Fair Valuation Unobservable Ranges Impact to Valuation from an Increase in Input Level 3 Assets: Investments – External Strategic Managers $ 163,376 Discounted Cash Flow Discount rate 16.5% -50% Lower Long-term growth rate 3.0 % Higher Level 3 Liabilities: TRA liability $ 15,092 Monte Carlo Volatility 42.5 % Lower Correlation 22.5 % Higher Cost of debt range 5.5% - 7.1% Lower Equity risk premium 7.8% - 13.1% Lower Earn-out liability $ 54,884 Monte Carlo Volatility 45.0 % Higher Risk-free rate 4.2 % Higher Earn-in consideration payable $ 1,675 Discounted Cash Flow Revenue discount rate 7.6 % Lower |
Investments at Fair Value (Tabl
Investments at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment | The Cost and Fair Value of Investments at fair value as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are presented below: As of June 30, 2023 As of December 31, 2022 (Dollars in Thousands) Cost Fair Value Cost Fair Value Investments at Fair Value: Mutual funds $ 73 $ 52 $ 73 $ 44 Exchange-traded funds 121 118 115 101 TIG Arbitrage Associates Master Fund 214 215 — — TIG Arbitrage Enhanced Master Fund 237 234 — — TIG Arbitrage Enhanced 682 681 — — Arkkan Opportunities Feeder Fund 111 114 — — Arkkan Capital Management Limited 20,062 24,369 — — Zebedee Asset Management 68,913 70,684 — — Romspen Investment Corporation 72,522 68,322 — — Total $ 162,935 $ 164,789 $ 188 $ 145 The breakdown of unrealized gains (losses) and realized gains (losses) for the relevant periods are as follows: For the Period For the Period (Dollars in Thousands) April 1, 2023 – June 30, April 1, 2022 – June 30, January 3, 2023 – June 30, January 1, 2022 – June 30, Gains (Losses) on Investments at FV: Realized gains (losses) $ — $ (52) $ — $ (24) Unrealized gains (losses) (1,915) (23) 1,864 (97) Total gains (losses) on Investments at fair value $ (1,915) $ (75) $ 1,864 $ (121) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lease Expense And Supplemental Cash Flow Information | The components of lease costs are as follows: For the Period For the Period (Dollars in Thousands) April 1, 2023 – June 30, 2023 April 1, 2022 – June 30, 2022 January 3 , 2023– June 30, 2023 January 1, 2022 – June 30, 2022 Operating lease expense $ 2,135 $ 750 $ 4,061 $ 1,500 Variable lease expense 1,166 335 1,603 693 Short-term lease expense 207 37 412 68 Total lease expense $ 3,508 $ 1,122 $ 6,076 $ 2,261 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: For the Period (Dollars in Thousands) January 3, 2023 – June 30, 2023 January 1, 2022 – June 30, 2022 Operating cash flow information: Operating cash flow from operating leases $ 3,464 $ 750 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations 2,055 — Weighted-average remaining lease term and discount rate for our operating leases are as follows: As of June 30, 2023 (Successor) Weighted-average remaining lease term 5.3 Weighted-average discount rate 6.34 % |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments for the Company’s operating leases as of June 30, 2023 (Successor), are as follows: Future Minimum Rental Operating Leases (Dollars in Thousands) Rest of 2023 $ 3,409 2024 7,816 2025 5,654 2026 4,372 2027 3,682 2028 and beyond 6,911 Total lease payments 31,844 Less: Imputed interest 2,919 Present value of lease liabilities $ 28,925 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table provides a reconciliation of Intangible assets, net reported on the Condensed Consolidated Statement of Financial Position. As of June 30, 2023 (Successor) (Dollars in Thousands) Weighted Gross Impairment Held for Sale Accumulated Net Carrying Intangible assets Amortizing intangible assets Customer relationships 27.1 $ 175,951 $ — $ (2,117) $ (3,322) $ 170,512 Investment management agreements (1) 15.0 100,148 (29,393) — (2,666) 68,089 Trade names 11.5 14,936 — — (858) 14,078 Acquired internally developed software 2.5 1,000 — — (100) 900 Other intangible asset 0.5 617 — — (617) — Total amortized intangible assets 292,652 (29,393) (2,117) (7,563) 253,579 Non-amortized intangible assets (2) Investment management agreements 245,900 — — — 245,900 Total intangible assets $ 538,552 $ (29,393) $ (2,117) $ (7,563) $ 499,479 (1) During the period from January 3, 2023 to June 30, 2023 (Successor), the Company deconsolidated AHRA (see Note 3) and as a result, recorded an impairment charge of $29.4 million to the carrying value of AHRA’s investment advisory agreement with Home REIT, which is recorded in the line item Impairment loss on intangible assets in the Condensed Consolidated Statement of Operations. (2) The Company’s non-amortized intangible assets consist of management contracts for open-ended fund products, in which there is no contractual termination date. During the period from April 1, 2023 to June 30, 2023 (Successor), the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in a decrease to Intangible assets, net of $21.6 million (See Note 3). As of December 31, 2022 (Predecessor) (Dollars in Thousands) Weighted Gross Accumulated Net Carrying Intangible assets Amortizing intangible assets Customer relationships 17.3 $ 27,900 $ (7,743) $ 20,157 Trade names 0.8 71 (71) — Acquired internally developed software 5.0 692 (271) 421 Total intangible assets $ 28,663 $ (8,085) $ 20,578 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization for finite-lived intangible assets for each of the next five years and thereafter are as follows: (Dollars in Thousands) As of June 30, 2023 2023 $ 6,271 2024 12,542 2025 12,542 2026 12,542 2027 and beyond 209,682 Total $ 253,579 |
Other assets, net (Tables)
Other assets, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The following table provides a reconciliation of Other assets, net reported on the Condensed Consolidated Statement of Financial Position. (Dollars in Thousands) As of June 30, 2023 As of December 31, 2022 Fixed assets, net: Leasehold improvements $ 4,614 $ 2,571 Office equipment and furniture 3,635 2,895 Foreign currency translation difference (327) — Accumulated depreciation and amortization (3,482) (4,491) Fixed assets, net 4,440 975 Accrued income 13,293 — Prepaid expenses 11,277 1,898 Sundry receivables 8,367 — Other receivables 9,164 579 Interest rate swap — 241 Other assets 2,482 124 Other assets, net (1) $ 49,023 $ 3,817 |
Goodwill, net (Tables)
Goodwill, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides a reconciliation of Goodwill, net reported on the Condensed Consolidated Statement of Financial Position. (Dollars in Thousands) Asset Management Wealth Management As of December 31, 2022 Beginning Balance Gross goodwill $ 251,373 $ 294,119 $ 22,185 Net goodwill: $ 251,373 $ 294,119 $ 22,185 Goodwill acquired during the period $ — $ 1,023 $ 3,279 Currency translation and other adjustments 12,056 2,617 — $ 12,056 $ 3,640 $ 3,279 Ending Balance Gross goodwill $ 263,429 $ 297,759 $ 25,464 Net goodwill $ 263,429 $ 297,759 $ 25,464 |
Debt, net of unamortized defe_2
Debt, net of unamortized deferred financing cost (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The following table summarizes outstanding debt obligations of the Company as of June 30, 2023 (Successor): As of June 30, 2023 (Successor) (Dollars in Thousands) Debt Outstanding Net Carrying Value (1) Fair Value (2) Credit Agreement Term Loans $ 97,500 $ 95,844 $ 97,500 Revolving Credit Facility 73,250 73,250 73,250 Promissory Notes $ — $ — $ — Total Debt $ 170,750 $ 169,094 $ 170,750 (1) Represents debt outstanding net of unamortized debt issuance costs. (2 ) The fair value of the Term Loans and Revolving Credit Facility approximates carrying value as of June 30, 2023 (Successor) due to the recent issuance of the debt instruments. The fair value is categorized as Level 3 under ASC 820. The following tables summarize outstanding debt obligations of the Company as of December 31, 2022 (Predecessor): As of December 31, 2022 (Dollars in Thousands) Debt Outstanding Net Carrying Value (1) Term Loan $ 5,760 $ 5,760 Revolving Credit Facility 14,050 14,050 Promissory Notes 1,377 1,377 Total Debt $ 21,187 $ 21,187 (1) There were no unamortized debt issuance costs as of December 31, 2022 (Predecessor). |
Schedule of Maturities of Long-Term Debt | Future maturities of the Term Loans as of June 30, 2023 (Successor), are as follows: (Dollars in Thousands) Aggregate Maturities Rest of 2023 $ 2,500 2024 $ 5,000 2025 $ 7,500 2026 $ 10,000 2027 $ 10,000 Thereafter $ 62,500 Total $ 97,500 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Postemployment Benefits [Abstract] | |
Schedule of Costs of Retirement Plans | (Dollars in Thousands) For the Period For the Period April 1, 2023 – June 30, 2023 (Successor) April 1, 2022 – June 30, 2022 (Predecessor) January 3, 2023 – June 30, 2023 (Successor) January 1, 2022 – June 30, 2022 (Predecessor) Plan Contributions $ 858 $ 172 $ 1,672 $ 368 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party transactions include the below: (Dollars in Thousands) Related Party Receivables Consolidated Balance Sheet Line Item As of June 30, As of December 31, Due from Certain TMWH Members, TIG GP Members and TIG MGMT Members Other assets $ 2,677 $ 1,161 Due from Equity Method Investees Other assets $ 6,494 $ — Related Party Payables Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements TRA liability $ (15,092) $ — Due to Certain TWMH Members, TIG GP Members, TIG MGMT Members and Alvarium shareholders in connection with the Earn-out Earn-out liability, at fair value $ (54,884) $ — Due to Equity Method Investees Other liabilities $ (900) $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present the financial information for the Company’s segments for the periods indicated. For the Period (Dollars in Thousands) April 1, 2023 – June 30, 2023 April 1, 2022 – June 30, 2022 Net Income by Segment Asset Wealth Total Tiedemann Wealth Revenue: Management/advisory fees $ 13,548 $ 33,892 $ 47,440 $ 18,892 Incentive fees 469 — 469 — Distributions from investments 2,203 — 2,203 — Other income/fees 1,697 72 1,769 — Total income $ 17,917 $ 33,964 $ 51,881 $ 18,892 Operating Expenses: Compensation and employee benefits 12,306 20,330 32,636 11,861 Systems, technology, and telephone 1,388 2,722 4,110 1,418 Sales, distribution, and marketing 213 355 568 219 Occupancy costs 975 2,377 3,352 1,135 Professional fees 7,353 8,106 15,459 1,668 Travel and entertainment 510 796 1,306 570 Depreciation and amortization 1,518 2,137 3,655 597 Impairment loss on intangible assets 29,393 — 29,393 — General, administrative, and other 2,010 528 2,538 345 Total operating expenses $ 55,666 $ 37,351 $ 93,017 $ 17,813 Operating income (loss) (37,749) (3,387) (41,136) 1,079 Other income (expenses): Gain (loss) on investments (5,585) 431 (5,154) 44 Gain (loss) on TRA (896) (896) (1,792) — Gain (loss) on warrant liability 38 38 76 — Gain (loss) on earn-out liability 33,042 33,041 66,083 — Interest and dividend income (expense) (1,634) (1,737) (3,371) (105) Other income (367) (339) (706) 5 Income (loss) before taxes (13,151) 27,151 14,000 1,023 Income tax (expenses) benefit 7,723 7,723 15,446 (110) Net income (loss) $ (5,428) $ 34,874 $ 29,446 $ 913 For the 6 Month Period Ended (Dollars in Thousands) January 3, 2023 – June 30, 2023 January 1, 2022 – June 30, 2022 Net Income by Segment Asset Wealth Total Tiedemann Wealth Revenue: Management/advisory fees $ 28,524 $ 65,386 $ 93,910 $ 38,862 Incentive fees 1,046 — 1,046 — Distributions from investments 12,233 — 12,233 — Other income/fees 2,629 110 2,739 — Total income $ 44,432 $ 65,496 $ 109,928 $ 38,862 Operating Expenses: Compensation and employee benefits 39,568 56,240 95,808 25,421 Systems, technology, and telephone 2,582 5,357 7,939 2,858 Sales, distribution, and marketing 463 631 1,094 437 Occupancy costs 2,180 4,352 6,532 2,103 Professional fees 19,610 18,733 38,343 3,083 Travel and entertainment 1,500 1,752 3,252 837 Depreciation and amortization 4,257 3,915 8,172 1,207 Impairment loss on intangible assets 29,393 — 29,393 — General, administrative, and other 2,465 1,506 3,971 663 Total operating expenses $ 102,018 $ 92,486 $ 194,504 $ 36,609 Operating income (loss) (57,586) (26,990) (84,576) 2,253 Other income (expenses): Gain (loss) on investments (1,312) (392) (1,704) 25 Gain (loss) on TRA (1,046) (1,046) (2,092) — Gain (loss) on warrant liability (6,433) (6,433) (12,866) — Gain (loss) on earn-out liability 18,439 18,438 36,877 — Interest and dividend income (expense) (3,387) (3,245) (6,632) (179) Other income (366) (281) (647) 2 Income (loss) before taxes (51,691) (19,949) (71,640) 2,101 Income tax (expenses) benefit 5,398 5,398 10,796 (303) Net income (loss) $ (46,293) $ (14,551) $ (60,844) $ 1,798 (Dollars in Thousands) As of Assets by segment June 30, 2023 (Successor) December 31, 2022 (Predecessor) Asset management $ 834,448 $ — Wealth management $ 571,297 $ 91,989 Total assets $ 1,405,745 $ 91,989 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic earnings per share is computed by dividing income attributable to controlling interest by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per common share excludes potentially dilutive instruments which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share: For the Period (Dollars in Thousands, except share data) April 1, 2023 – June 30, January 3, 2023 – June 30, Net income (loss) attributable to controlling interest - basic $ 43,442 $ (25,298) Net income (loss) available to the Company - diluted 29,446 $ (25,298) Weighted-average shares of Class A Common Stock outstanding - basic 59,286,346 58,425,916 Weighted-average shares of Class A Common Stock outstanding - diluted $ 114,319,307 $ 58,454,342 Earnings (loss) per Class A Common Stock - basic $ 0.73 $ (0.43) Earnings (loss) per Class A Common Stock - diluted $ 0.26 $ (0.43) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive instruments were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive: For the Period (Dollars in Thousands, except share data) April 1, 2023 – June 30, January 3, 2023 – June 30, Class B Common Stock and Class B Units — 27,516,481 Warrants — 9,985,626 Earn-outs 10,396,318 10,396,318 Stock Awards 4,607,089 2,303,545 |
Description of the Business - N
Description of the Business - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 03, 2023 shares | Jun. 30, 2023 USD ($) $ / shares | Mar. 31, 2023 shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) fund $ / shares | Jun. 30, 2023 USD ($) segment category $ / shares | Jun. 30, 2022 USD ($) | Jun. 07, 2023 shares | Jan. 03, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Assets under management | $ 68,900,000 | $ 68,900,000 | $ 68,900,000 | |||||||
Warrant, exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Number of securities called by warrants or rights | shares | 19,892,387 | |||||||||
Adjustments to additional paid in capital | $ 29,500 | |||||||||
Number of operating segments | segment | 2 | |||||||||
Number of operating segments, number of revenue generating categories | category | 3 | |||||||||
Impairment loss on intangible assets | $ 29,393 | $ 0 | $ 29,393 | $ 29,393 | $ 0 | |||||
Umbrella | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Voting interest acquired (in percent) | 51% | |||||||||
Umbrella | TWMH and TIG Shareholders | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Voting interest acquired (in percent) | 49% | |||||||||
TWMH, TIG, and Alvarium | Umbrella | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Voting interest acquired (in percent) | 100% | |||||||||
Wealth management | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Assets under management and advisement | 48,600,000 | 48,600,000 | 48,600,000 | |||||||
Impairment loss on intangible assets | 0 | 0 | ||||||||
Asset management | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Impairment loss on intangible assets | 29,393 | 29,393 | ||||||||
Asset management | Alternatives Platform | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Assets under management and advisement | 7,900,000 | 7,900,000 | 7,900,000 | |||||||
Asset management | Real Estate - Public and Private | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Assets under management and advisement | $ 12,400,000 | $ 12,400,000 | 12,400,000 | |||||||
Number of funds managed | fund | 2 | |||||||||
Asset management | Fund Management | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Number of funds managed | fund | 2 | |||||||||
Asset management | Fund Management | Alvarium RE Limited ("ARE") | Alvarium Home REIT Advisors Ltd ("AHRA") | Entity Owned By Management Of Alvarium Home REIT Advisors Ltd (“AHRA”) | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Voting interest to be acquired (in percent) | 100% | |||||||||
Price of acquisition, expected | $ 29,000 | |||||||||
Asset management | Co-Investment | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Deployed capital, percentage invested | 14% | |||||||||
Deployed capital | $ 7,800,000 | |||||||||
Class A shares | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Total voting power (in percent) | 53% | 53% | 53% | |||||||
Number of securities called by warrants or rights | shares | 4,962,221 | |||||||||
Issuance of shares - exercise of warrants (in shares) | shares | 78,864 | 428,626 | ||||||||
Class B shares | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||
Total voting power (in percent) | 47% | 47% | 47% |
Description of the Business - S
Description of the Business - Shares Outstanding (Details) - shares | Jun. 30, 2023 | Jan. 03, 2023 |
Class A shares | ||
Class of Stock [Line Items] | ||
Common stock, outstanding (in shares) | 62,957,671 | |
Class B shares | ||
Class of Stock [Line Items] | ||
Common stock, outstanding (in shares) | 55,032,961 | 55,032,961 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended | 12 Months Ended | ||||
Jan. 03, 2023 USD ($) | Jun. 30, 2023 USD ($) entity fund $ / shares shares | Jun. 30, 2023 USD ($) segment category entity $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jun. 07, 2023 shares | |
Significant Accounting Policies [Line Items] | ||||||
Number of entities in which company is entitled to distributions | entity | 3 | 3 | ||||
Number of operating segments | segment | 2 | |||||
Goodwill, Impairment Loss | $ 0 | $ 0 | ||||
Number of securities called by warrants or rights | shares | 19,892,387 | |||||
Warrants, outstanding (in shares) | shares | 0 | 0 | ||||
Number of operating segments, number of revenue generating categories | category | 3 | |||||
Tiedemann International Holdings, AG ("TIH") | Tiedemann Wealth Management Holdings, LLC | ||||||
Significant Accounting Policies [Line Items] | ||||||
Voting interest acquired (in percent) | 51.10% | |||||
Total purchase consideration transferred | $ 1,818,440 | |||||
Alvarium, TWMH And TIG | ||||||
Significant Accounting Policies [Line Items] | ||||||
Total purchase consideration transferred | $ 1,071,116,000 | |||||
Class A shares | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of securities called by warrants or rights | shares | 4,962,221 | |||||
Sponsor and Selling Shareholders of TWMH, TIG, and Alvarium | Class A shares | Alvarium, TWMH And TIG | Earnout Shares | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of earn-out securities (in shares) | shares | 3,300,000 | |||||
Sponsor and Selling Shareholders of TWMH, TIG, and Alvarium | Class A shares | Alvarium, TWMH And TIG | Earnout Shares, Tranche One | ||||||
Significant Accounting Policies [Line Items] | ||||||
Volume weighted average price (in dollars per share) | $ / shares | $ 12.50 | $ 12.50 | ||||
Volume weighted average price, number of trading days | 20 days | |||||
Volume weighted average price, number of consecutive trading days | 30 days | |||||
Volume weighted average price, term within closing of transaction (in years) | 5 years | |||||
Earnout securities to be issued, issued (in percent) | 50% | 50% | ||||
Sponsor and Selling Shareholders of TWMH, TIG, and Alvarium | Class A shares | Alvarium, TWMH And TIG | Earnout Shares, Tranche Two | ||||||
Significant Accounting Policies [Line Items] | ||||||
Volume weighted average price (in dollars per share) | $ / shares | $ 15 | $ 15 | ||||
Volume weighted average price, number of trading days | 20 days | |||||
Volume weighted average price, number of consecutive trading days | 30 days | |||||
Volume weighted average price, term within closing of transaction (in years) | 5 years | |||||
Earnout securities to be issued, issued (in percent) | 50% | 50% | ||||
Sponsor and Selling Shareholders of TWMH, TIG, and Alvarium | Class B shares | Alvarium, TWMH And TIG | Earnout Shares | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of earn-out securities (in shares) | shares | 7,100,000 | |||||
Sponsor and Selling Shareholders of TWMH, TIG, and Alvarium | Class B Units | Alvarium, TWMH And TIG | Earnout Shares | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of earn-out securities (in shares) | shares | 7,100,000 | |||||
Asset management | Co-Investment | ||||||
Significant Accounting Policies [Line Items] | ||||||
Deployed capital | $ 7,800,000,000 | |||||
Deployed capital, percentage invested | 14% | |||||
Asset management | Alternatives Platform | ||||||
Significant Accounting Policies [Line Items] | ||||||
Assets under management and advisement | $ 7,900,000,000 | $ 7,900,000,000 | ||||
Asset management | Real Estate - Public and Private | ||||||
Significant Accounting Policies [Line Items] | ||||||
Assets under management and advisement | $ 12,400,000,000 | 12,400,000,000 | ||||
Number of funds managed | fund | 2 | |||||
Wealth management | ||||||
Significant Accounting Policies [Line Items] | ||||||
Assets under management and advisement | $ 48,600,000,000 | $ 48,600,000,000 | ||||
Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of equity value contributed in transaction | 0.50% | 0.50% | ||||
Percentage of purchase price in acquisition | 0.50% | 0.50% | ||||
Equity structures, term (in years) | 5 years | |||||
Equity structures, percentage of equity value committed or drawn | 0.50% | 0.50% | ||||
Debt structures, term (in months) | 12 months | |||||
Minimum | Property, Plant and Equipment, Other Types | ||||||
Significant Accounting Policies [Line Items] | ||||||
Useful life | 2 years | 2 years | ||||
Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of equity value contributed in transaction | 1% | 1% | ||||
Percentage of purchase price in acquisition | 1% | 1% | ||||
Equity structures, term (in years) | 10 years | |||||
Equity structures, percentage of equity value committed or drawn | 1.75% | 1.75% | ||||
Debt structures, term (in months) | 36 months | |||||
Maximum | Property, Plant and Equipment, Other Types | ||||||
Significant Accounting Policies [Line Items] | ||||||
Useful life | 7 years | 7 years | ||||
Management/Advisory fees | ||||||
Significant Accounting Policies [Line Items] | ||||||
Contract with customer, allowance for credit loss | $ 0 | $ 0 | $ 0 |
Business Combinations and Div_3
Business Combinations and Divestitures - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||
Apr. 06, 2023 USD ($) | Jan. 03, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | Jan. 02, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||
Acquisition-related costs | $ 1,000 | |||||||||||
Cash and cash equivalents | $ 27,105 | $ 4,508 | $ 27,105 | $ 27,105 | $ 4,508 | $ 194,037 | $ 8,040 | |||||
Amortization expense | 3,300 | 500 | $ 7,600 | 1,000 | ||||||||
Number of operating segments | segment | 2 | |||||||||||
Goodwill | 561,188 | 561,188 | $ 561,188 | $ 25,464 | $ 22,185 | |||||||
Impairment loss on intangible assets | 29,393 | $ 0 | 29,393 | 29,393 | $ 0 | |||||||
Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Impairment loss on intangible assets | 0 | |||||||||||
Asset management | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | 263,429 | 263,429 | 263,429 | 251,373 | ||||||||
Impairment loss on intangible assets | 29,393 | 29,393 | ||||||||||
Wealth management | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | 297,759 | 297,759 | 297,759 | $ 294,119 | ||||||||
Impairment loss on intangible assets | 0 | $ 0 | ||||||||||
Class A shares | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Conversion ratio | 1 | |||||||||||
Umbrella | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Voting interest acquired (in percent) | 51% | |||||||||||
TWMH, TIG, and Alvarium | Umbrella | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Voting interest acquired (in percent) | 100% | |||||||||||
Alvarium, TWMH And TIG | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition-related costs | $ 17,800 | |||||||||||
Debt issuance costs | $ 4,600 | |||||||||||
Total purchase consideration transferred | 1,071,116 | |||||||||||
Earn-out consideration | 85,097 | |||||||||||
Cash and cash equivalents | 194,000 | |||||||||||
Goodwill, purchase accounting adjustments | 20,700 | |||||||||||
Intangibles, purchase accounting adjustments | (21,600) | |||||||||||
Equity method investment, purchase accounting adjustment | (5,500) | |||||||||||
Deferred tax liabilities, purchase accounting adjustments | (6,400) | |||||||||||
Amortization expense | $ 3,600 | |||||||||||
Increase (decrease) in amortization of intangible assets | $ (600) | |||||||||||
Goodwill | $ 545,492 | |||||||||||
Estimated Life (Years) | 23 years 1 month 6 days | |||||||||||
Alvarium, TWMH And TIG | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated Life (Years) | 27 years 1 month 6 days | |||||||||||
Alvarium, TWMH And TIG | Asset management | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 251,400 | |||||||||||
Alvarium, TWMH And TIG | Wealth management | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | 294,100 | |||||||||||
Alvarium, TWMH And TIG | Long-Term Debt | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt issuance costs | 1,800 | |||||||||||
Alvarium, TWMH And TIG | Other assets | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt issuance costs | $ 2,800 | |||||||||||
Alvarium, TWMH And TIG | Class A shares | CGC Sponsor LLC | The Founder Shares | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination, shares purchased (in shares) | shares | 8,625,000 | |||||||||||
Share price | $ / shares | $ 10.33 | |||||||||||
Conversion of stock upon closing, expense | $ 89,100 | |||||||||||
Alvarium, TWMH And TIG | Class B shares | CGC Sponsor LLC | The Founder Shares | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration received | $ 25 | |||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 0.03 | |||||||||||
AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition-related costs | $ 300 | |||||||||||
Total purchase consideration transferred | 15,500 | |||||||||||
Goodwill | $ 987 | |||||||||||
AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated Life (Years) | 10 years |
Business Combinations and Div_4
Business Combinations and Divestitures - Purchase Consideration Transferred (Details) - Alvarium, TWMH And TIG $ in Thousands | Jan. 03, 2023 USD ($) |
Business Combination, Consideration Transferred [Abstract] | |
Cash consideration | $ 99,999 |
Earn-out consideration | 85,097 |
Tax Receivable Agreement | 13,000 |
Payment of assumed liabilities | 760 |
Total purchase consideration transferred | 1,071,116 |
Class A shares | |
Business Combination, Consideration Transferred [Abstract] | |
Equity consideration: | 294,159 |
Class B shares | |
Business Combination, Consideration Transferred [Abstract] | |
Equity consideration: | 573,205 |
Warrants | |
Business Combination, Consideration Transferred [Abstract] | |
Equity consideration: | $ 4,896 |
Business Combinations and Div_5
Business Combinations and Divestitures - Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Apr. 06, 2023 | Jan. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | $ 561,188 | $ 25,464 | $ 22,185 | ||
Wealth management | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | 297,759 | 294,119 | |||
Asset management | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | $ 263,429 | $ 251,373 | |||
Alvarium, TWMH And TIG | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Cash and cash equivalents | $ 24,047 | ||||
Investments at fair value | 148,674 | ||||
Equity method investments | 42,186 | ||||
Property, plant and equipment | 3,996 | ||||
Intangible assets | 520,161 | ||||
Goodwill | 545,492 | ||||
Operating lease right-of-use assets | 28,487 | ||||
Other assets | 47,147 | ||||
Total Assets Acquired | 1,401,881 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Accounts payable and accrued expenses | 75,846 | ||||
Accrued compensation and profit sharing | 25,051 | ||||
Accrued member distributions payable | 12,803 | ||||
Delayed share purchase agreement | 1,818 | ||||
Earn-in consideration payable | 1,519 | ||||
Operating lease liabilities | 29,047 | ||||
Debt | 124,533 | ||||
Deferred tax liability, net | 43,906 | ||||
Other liabilities | 15,482 | ||||
Total Liabilities Assumed | 330,005 | ||||
Total Assets Acquired and Liabilities Assumed | 1,071,876 | ||||
Non-controlling interest in subsidiaries | (760) | ||||
Total Assets Acquired and Liabilities Assumed, Less Noncontrolling Interest | 1,071,116 | ||||
Alvarium, TWMH And TIG | Wealth management | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | 294,100 | ||||
Alvarium, TWMH And TIG | Asset management | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | 251,400 | ||||
Alvarium, TWMH And TIG | Management/Advisory fees | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Contract with customer, receivable | $ 41,691 | ||||
AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Cash and cash equivalents | $ 1,092 | ||||
Property, plant and equipment | 654 | ||||
Intangible assets | 12,300 | ||||
Goodwill | 987 | ||||
Operating lease right-of-use assets | 1,048 | ||||
Other assets | 484 | ||||
Total Assets Acquired | 17,530 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Accounts payable and accrued expenses | 358 | ||||
Operating lease liabilities | 1,048 | ||||
Other liabilities | 1,581 | ||||
Total Liabilities Assumed | 2,987 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 14,543 | ||||
AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) | Management/Advisory fees | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Contract with customer, receivable | $ 1,952 |
Business Combinations and Div_6
Business Combinations and Divestitures - Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 06, 2023 | Jan. 03, 2023 |
Alvarium, TWMH And TIG | ||
Acquisition Date Fair Value | ||
Total Intangible Assets | $ 520,161 | |
Estimated Life (Years) | 23 years 1 month 6 days | |
Alvarium, TWMH And TIG | Investment management agreements | ||
Acquisition Date Fair Value | ||
Indefinite-Lived Intangible Assets | $ 245,900 | |
Alvarium, TWMH And TIG | Trade names | ||
Acquisition Date Fair Value | ||
Definite-Lived Intangible Assets | $ 14,695 | |
Estimated Life (Years) | 11 years 6 months | |
Alvarium, TWMH And TIG | Customer relationships | ||
Acquisition Date Fair Value | ||
Definite-Lived Intangible Assets | $ 163,392 | |
Estimated Life (Years) | 27 years 1 month 6 days | |
Alvarium, TWMH And TIG | Investment management agreements | ||
Acquisition Date Fair Value | ||
Definite-Lived Intangible Assets | $ 94,575 | |
Estimated Life (Years) | 18 years 4 months 24 days | |
Alvarium, TWMH And TIG | Developed Technology | ||
Acquisition Date Fair Value | ||
Definite-Lived Intangible Assets | $ 1,000 | |
Estimated Life (Years) | 5 years | |
Alvarium, TWMH And TIG | Backlog | ||
Acquisition Date Fair Value | ||
Definite-Lived Intangible Assets | $ 599 | |
Estimated Life (Years) | 6 months | |
AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) | ||
Acquisition Date Fair Value | ||
Total Intangible Assets | $ 12,300 | |
AL Wealth Partners Pte. Ltd. (“AL Wealth Partners”) | Customer relationships | ||
Acquisition Date Fair Value | ||
Definite-Lived Intangible Assets | $ 12,300 | |
Estimated Life (Years) | 10 years |
Business Combinations and Div_7
Business Combinations and Divestitures - Assets and Liabilities Held-For-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Assets | |||
Cash and cash equivalents | $ 2,999 | $ 0 | |
Total assets held for sale | 11,050 | $ 0 | |
Liabilities | |||
Total liabilities held for sale | (2,694) | $ 0 | |
Disposal Group, Held-for-Sale, Not Discontinued Operations | Family Office Service ("FOS") | |||
Assets | |||
Cash and cash equivalents | 2,999 | ||
Fees receivable, net | 5,011 | ||
Intangible assets, net of accumulated amortization | 2,117 | ||
Operating lease right-of-use assets | 422 | ||
Deferred tax asset, net | 203 | ||
Other assets | 298 | ||
Total assets held for sale | 11,050 | ||
Liabilities | |||
Accounts payable and accrued expenses | (328) | ||
Operating lease liabilities | (418) | ||
Deferred income | (1,519) | ||
Other liabilities | (429) | ||
Total liabilities held for sale | $ (2,694) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total income | $ 51,881 | $ 18,892 | $ 109,928 | $ 38,862 |
Management/Advisory fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 47,440 | 18,892 | 93,910 | 38,862 |
Incentive fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 469 | 0 | 1,046 | 0 |
Distributions from investments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 2,203 | 0 | 12,233 | 0 |
Other fees/income | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 1,769 | 0 | 2,739 | 0 |
Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 51,881 | 18,892 | 109,928 | 38,862 |
Operating Segments | Management/Advisory fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 47,440 | 18,892 | 93,910 | 38,862 |
Operating Segments | Incentive fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 469 | 1,046 | 0 | |
Operating Segments | Distributions from investments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | 2,203 | 12,233 | 0 | |
Operating Segments | Other fees/income | ||||
Disaggregation of Revenue [Line Items] | ||||
Total income | $ 1,769 | $ 2,739 | $ 0 |
Revenue - Contract with Custome
Revenue - Contract with Customer (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jan. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Receivable, after Allowance for Credit Loss [Roll Forward] | ||||
Deferred revenue | $ (458) | $ 0 | ||
Operating Segments | Management/Advisory fees | ||||
Contract with Customer, Receivable, after Allowance for Credit Loss [Roll Forward] | ||||
Contract with customer, receivable | 28,513 | $ 30,544 | 19,540 | $ 20,019 |
Deferred revenue | (98) | (945) | 0 | 0 |
Operating Segments | Incentive fees | ||||
Contract with Customer, Receivable, after Allowance for Credit Loss [Roll Forward] | ||||
Contract with customer, receivable | 274 | 3,540 | 0 | 0 |
Operating Segments | Other fees/income | ||||
Contract with Customer, Receivable, after Allowance for Credit Loss [Roll Forward] | ||||
Contract with customer, receivable | 802 | 4,106 | 0 | 0 |
Deferred revenue | $ (360) | $ (422) | $ 0 | $ 0 |
Equity-Based Compensation and_2
Equity-Based Compensation and Earn-in Expenses - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Earn-in expense, cash (in percent) | 50% | |||||
Earn-in expense, equity (in percent) | 50% | |||||
Earn-in expense | $ 1,100 | $ 700 | $ 2,100 | $ 1,500 | ||
Earn-in consideration payable | $ 1,675 | $ 1,675 | 1,675 | $ 1,519 | ||
Restricted Stock Units (RSUs) | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 4,200 | |||||
Restricted Stock Units (RSUs) | Class A shares | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 1,500 | |||||
Stock issued in period (in shares) | 4,603,871 | |||||
Fair value of shares issued (in dolalrs per share) | $ 8.39 | $ 8.39 | $ 8.39 | |||
Vesting period (in years) | 3 years | |||||
Nasdaq Awards | Class A shares | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 600 | |||||
Stock issued in period (in shares) | 60,800 | |||||
Fair value of shares issued (in dolalrs per share) | $ 10 | $ 10 | $ 10 | |||
Alvarium Employee Awards | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 24,600 | |||||
Share-based payment arrangement, accelerated cost | $ 21,000 | |||||
Share-based compensation arrangement, accelerated vesting (in shares) | 2,100,000 | |||||
Alvarium Employee Awards, Benefiting Acquirer | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 3,600 | |||||
Number of shares vested in period (in shares) | 360,485 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, percentage | (110.30%) | 10.80% | 15.10% | 14.40% |
Fair Value Disclosures - Assets
Fair Value Disclosures - Assets and Liabilities Measured At Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Investments at fair value | $ 164,789 | $ 145 |
Interest rate swap | 0 | 241 |
Liabilities: | ||
Earn-out liability, at fair value | 54,884 | 0 |
Earn-in consideration payable | 1,675 | 1,519 |
Fair Value, Recurring | ||
Assets: | ||
Interest rate swap | 241 | |
Total | 164,789 | 386 |
Liabilities: | ||
Earn-out liability, at fair value | 54,884 | |
TRA liability | 15,092 | |
Earn-in consideration payable | 1,675 | 1,519 |
Payout right | 3,662 | |
Total | 71,651 | 5,181 |
Mutual funds | ||
Assets: | ||
Investments at fair value | 52 | 44 |
Mutual funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 52 | 44 |
Exchange-traded funds | ||
Assets: | ||
Investments at fair value | 118 | 101 |
Exchange-traded funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 118 | 101 |
Investments – External Strategic Managers | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 163,376 | |
Investments - Affiliated Funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | $ 1,243 | |
Liabilities: | ||
Redemption, required notice | 30 days | |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Interest rate swap | 0 | |
Total | $ 170 | 145 |
Liabilities: | ||
Earn-out liability, at fair value | 0 | |
TRA liability | 0 | |
Earn-in consideration payable | 0 | 0 |
Payout right | 0 | |
Total | 0 | 0 |
Level 1 | Mutual funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 52 | 44 |
Level 1 | Exchange-traded funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 118 | 101 |
Level 1 | Investments – External Strategic Managers | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | |
Level 1 | Investments - Affiliated Funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Interest rate swap | 241 | |
Total | 0 | 241 |
Liabilities: | ||
Earn-out liability, at fair value | 0 | |
TRA liability | 0 | |
Earn-in consideration payable | 0 | 0 |
Payout right | 0 | |
Total | 0 | 0 |
Level 2 | Mutual funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | 0 |
Level 2 | Exchange-traded funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | 0 |
Level 2 | Investments – External Strategic Managers | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | |
Level 2 | Investments - Affiliated Funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | |
Level 3 | ||
Liabilities: | ||
Earn-out liability, at fair value | 54,884 | |
TRA liability | 15,092 | |
Earn-in consideration payable | 1,675 | |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Interest rate swap | 0 | |
Total | 163,376 | 0 |
Liabilities: | ||
Earn-out liability, at fair value | 54,884 | |
TRA liability | 15,092 | |
Earn-in consideration payable | 1,675 | 1,519 |
Payout right | 3,662 | |
Total | 71,651 | 5,181 |
Level 3 | Mutual funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | 0 |
Level 3 | Exchange-traded funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 0 | $ 0 |
Level 3 | Investments – External Strategic Managers | ||
Assets: | ||
Investments at fair value | 163,376 | |
Level 3 | Investments – External Strategic Managers | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | 163,376 | |
Level 3 | Investments - Affiliated Funds | Fair Value, Recurring | ||
Assets: | ||
Investments at fair value | $ 0 |
Fair Value Disclosures - Change
Fair Value Disclosures - Changes In Fair Value of Level 3 Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 106,280 | $ 0 |
Settlements | 0 | |
Transfers out of Level 3 | 0 | |
Purchases | 0 | |
Issuances | 5,181 | |
Net losses | (34,629) | |
Ending balance | 71,651 | 5,181 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 146,130 | |
Realized and Unrealized Gains (Losses) | 1,879 | |
Purchases | 15,367 | |
Unrealized gains (losses) | ||
Ending balance | 163,376 | |
TRA Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 13,000 | |
Settlements | 0 | |
Net losses | 2,092 | |
Ending balance | 15,092 | |
Earn-out Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 91,761 | |
Settlements | 0 | |
Net losses | (36,877) | |
Ending balance | 54,884 | |
Earn-in consideration payable | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,519 | 0 |
Settlements | 0 | |
Transfers out of Level 3 | 0 | |
Purchases | 0 | |
Issuances | 1,519 | |
Net losses | 156 | |
Ending balance | 1,675 | 1,519 |
Payout right | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Transfers out of Level 3 | 0 | |
Purchases | 0 | |
Issuances | 3,662 | |
Ending balance | $ 3,662 | |
Investments – External Strategic Managers | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 146,130 | |
Realized and Unrealized Gains (Losses) | 1,879 | |
Purchases | 15,367 | |
Unrealized gains (losses) | ||
Ending balance | $ 163,376 |
Fair Value Disclosures - Valuat
Fair Value Disclosures - Valuation Methodologies (Details) $ in Thousands | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments at fair value | $ 164,789 | $ 145 |
Earn-out liability, fair value | 54,884 | 0 |
Earn-in consideration payable | 1,675 | $ 1,519 |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
TRA liability, fair value | 15,092 | |
Earn-out liability, fair value | 54,884 | |
Earn-in consideration payable | $ 1,675 | |
Level 3 | Volatility | Monte Carlo | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
TRA liability, measurement input | 0.425 | |
Earn-out liability, measurement input | 0.450 | |
Level 3 | Correlation | Monte Carlo | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
TRA liability, measurement input | 0.225 | |
Level 3 | Cost of debt range | Monte Carlo | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
TRA liability, measurement input | 0.055 | |
Level 3 | Cost of debt range | Monte Carlo | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
TRA liability, measurement input | 0.071 | |
Level 3 | Equity risk premium | Monte Carlo | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
TRA liability, measurement input | 0.078 | |
Level 3 | Equity risk premium | Monte Carlo | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
TRA liability, measurement input | 0.131 | |
Level 3 | Risk-free rate | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-in consideration payable, measurement input | 0.068 | |
Level 3 | Risk-free rate | Monte Carlo | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, measurement input | 0.042 | |
Level 3 | Revenue discount rate | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-in consideration payable, measurement input | 0.076 | |
Level 3 | Investments – External Strategic Managers | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments at fair value | $ 163,376 | |
Level 3 | Investments – External Strategic Managers | Discount rate | Discounted Cash Flow | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments, measurement input | 0.165 | |
Level 3 | Investments – External Strategic Managers | Discount rate | Discounted Cash Flow | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments, measurement input | 0.50 | |
Level 3 | Investments – External Strategic Managers | Long-term growth rate | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments, measurement input | 0.030 |
Fair Value Disclosures - Narrat
Fair Value Disclosures - Narrative (Details) - Level 3 - Risk-free rate | Dec. 31, 2022 |
Discounted Cash Flow | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-in consideration payable, measurement input | 0.068 |
Monte Carlo | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Payout right, measurement input | 1 |
Equity Method Investments - Equ
Equity Method Investments - Equity Method Investments At Cost and Carrying Value (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Equity method investments | $ 38,733 | $ 52 |
Impairment on its equity method investments | 300 | |
Asset impairment charge | $ 1,800 |
Investments at Fair Value - Cos
Investments at Fair Value - Cost and Fair Value of Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | $ 162,935 | $ 188 |
Fair Value | 164,789 | 145 |
Mutual funds | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 73 | 73 |
Fair Value | 52 | 44 |
Exchange-traded funds | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 121 | 115 |
Fair Value | 118 | 101 |
TIG Arbitrage Associates Master Fund | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 214 | 0 |
Fair Value | 215 | 0 |
TIG Arbitrage Enhanced Master Fund | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 237 | 0 |
Fair Value | 234 | 0 |
TIG Arbitrage Enhanced | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 682 | 0 |
Fair Value | 681 | 0 |
Arkkan Opportunities Feeder Fund | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 111 | 0 |
Fair Value | 114 | 0 |
Arkkan Capital Management Limited | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 20,062 | 0 |
Fair Value | 24,369 | 0 |
Zebedee Asset Management | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 68,913 | 0 |
Fair Value | 70,684 | 0 |
Romspen Investment Corporation | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Cost | 72,522 | 0 |
Fair Value | $ 68,322 | $ 0 |
Investments at Fair Value - Unr
Investments at Fair Value - Unrealized Gains (Losses) And Realized Gains (Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Realized gains (losses) | $ 0 | $ (52) | $ 0 | $ (24) |
Unrealized gains (losses) | (1,915) | (23) | 1,864 | (97) |
Total gains (losses) on Investments at fair value | $ (1,915) | $ (75) | $ 1,864 | $ (121) |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 2,135 | $ 750 | $ 4,061 | $ 1,500 |
Variable lease expense | 1,166 | 335 | 1,603 | 693 |
Short-term lease expense | 207 | 37 | 412 | 68 |
Total lease expense | $ 3,508 | $ 1,122 | $ 6,076 | $ 2,261 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating cash flow information: | ||
Operating cash flow from operating leases | $ 3,464 | $ 750 |
Non-cash activity: | ||
Right-of-use assets obtained in exchange for lease obligations | $ 2,055 | $ 0 |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Term And Discount Rate (Details) | Jun. 30, 2023 |
Leases [Abstract] | |
Weighted-average remaining lease term (In years) | 5 years 3 months 18 days |
Weighted-average discount rate (in percent) | 6.34% |
Lease - Future Minimum Lease Pa
Lease - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Future Minimum Rental Operating Leases | |
Rest of 2023 | $ 3,409 |
2024 | 7,816 |
2025 | 5,654 |
2026 | 4,372 |
2027 | 3,682 |
2028 and beyond | 6,911 |
Total lease payments | 31,844 |
Less: Imputed interest | 2,919 |
Present value of lease liabilities | $ 28,925 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Carrying Amount | $ 292,652 | $ 292,652 | $ 292,652 | $ 28,663 | ||
Impairment | (29,393) | $ 0 | (29,393) | (29,393) | $ 0 | |
Accumulated Amortization | (7,563) | (7,563) | (7,563) | (8,085) | ||
Net Carrying Amount | 253,579 | 253,579 | 253,579 | 20,578 | ||
Non-amortized intangible assets | ||||||
Impairment | 0 | |||||
Intangible Assets, Gross Carrying Amount | 538,552 | 538,552 | 538,552 | |||
Intangible Assets, Impairment | 29,393 | |||||
Intangible Assets, Net Carrying Amount | 499,479 | 499,479 | 499,479 | $ 20,578 | ||
Impairment loss on intangible assets | 29,393 | $ 0 | 29,393 | 29,393 | $ 0 | |
Investment management agreements | ||||||
Non-amortized intangible assets | ||||||
Investment management agreements | $ 245,900 | $ 245,900 | $ 245,900 | |||
Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Amortization Period (in years) | 27 years 1 month 6 days | 27 years 1 month 6 days | 27 years 1 month 6 days | 17 years 3 months 18 days | ||
Gross Carrying Amount | $ 175,951 | $ 175,951 | $ 175,951 | $ 27,900 | ||
Impairment | 0 | |||||
Accumulated Amortization | (3,322) | (3,322) | (3,322) | (7,743) | ||
Net Carrying Amount | $ 170,512 | 170,512 | $ 170,512 | $ 20,157 | ||
Non-amortized intangible assets | ||||||
Impairment loss on intangible assets | $ 0 | |||||
Investment management agreements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Amortization Period (in years) | 15 years | 15 years | 15 years | |||
Gross Carrying Amount | $ 100,148 | $ 100,148 | $ 100,148 | |||
Impairment | (29,393) | |||||
Accumulated Amortization | (2,666) | (2,666) | (2,666) | |||
Net Carrying Amount | $ 68,089 | 68,089 | $ 68,089 | |||
Non-amortized intangible assets | ||||||
Impairment loss on intangible assets | $ 29,393 | |||||
Trade names | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Amortization Period (in years) | 11 years 6 months | 11 years 6 months | 11 years 6 months | 9 months 18 days | ||
Gross Carrying Amount | $ 14,936 | $ 14,936 | $ 14,936 | $ 71 | ||
Impairment | 0 | |||||
Accumulated Amortization | (858) | (858) | (858) | (71) | ||
Net Carrying Amount | $ 14,078 | 14,078 | $ 14,078 | $ 0 | ||
Non-amortized intangible assets | ||||||
Impairment loss on intangible assets | $ 0 | |||||
Acquired internally developed software | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Amortization Period (in years) | 2 years 6 months | 2 years 6 months | 2 years 6 months | 5 years | ||
Gross Carrying Amount | $ 1,000 | $ 1,000 | $ 1,000 | $ 692 | ||
Impairment | 0 | |||||
Accumulated Amortization | (100) | (100) | (100) | (271) | ||
Net Carrying Amount | $ 900 | 900 | $ 900 | $ 421 | ||
Non-amortized intangible assets | ||||||
Impairment loss on intangible assets | $ 0 | |||||
Other intangible asset | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Amortization Period (in years) | 6 months | 6 months | 6 months | |||
Gross Carrying Amount | $ 617 | $ 617 | $ 617 | |||
Impairment | 0 | |||||
Accumulated Amortization | (617) | (617) | (617) | |||
Net Carrying Amount | 0 | 0 | 0 | |||
Non-amortized intangible assets | ||||||
Impairment loss on intangible assets | 0 | |||||
Disposal Group, Held-for-Sale, Not Discontinued Operations | Family Office Service ("FOS") | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Intangible assets, net of accumulated amortization | (2,117) | (2,117) | (2,117) | |||
Disposal Group, Held-for-Sale, Not Discontinued Operations | Customer relationships | Family Office Service ("FOS") | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Intangible assets, net of accumulated amortization | (2,117) | (2,117) | (2,117) | |||
Disposal Group, Held-for-Sale, Not Discontinued Operations | Investment management agreements | Family Office Service ("FOS") | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Intangible assets, net of accumulated amortization | 0 | 0 | 0 | |||
Disposal Group, Held-for-Sale, Not Discontinued Operations | Trade names | Family Office Service ("FOS") | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Intangible assets, net of accumulated amortization | 0 | 0 | 0 | |||
Disposal Group, Held-for-Sale, Not Discontinued Operations | Acquired internally developed software | Family Office Service ("FOS") | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Intangible assets, net of accumulated amortization | 0 | 0 | 0 | |||
Disposal Group, Held-for-Sale, Not Discontinued Operations | Other intangible asset | Family Office Service ("FOS") | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Intangible assets, net of accumulated amortization | $ 0 | $ 0 | $ 0 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 3.3 | $ 0.5 | $ 7.6 | $ 1 |
Intangible Assets, net - Estima
Intangible Assets, net - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 6,271 | |
2024 | 12,542 | |
2025 | 12,542 | |
2026 | 12,542 | |
2027 and beyond | 209,682 | |
Net Carrying Amount | $ 253,579 | $ 20,578 |
Other assets, net (Details)
Other assets, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Foreign currency translation difference | $ (327) | $ 0 |
Accumulated depreciation and amortization | (3,482) | (4,491) |
Fixed assets, net | 4,440 | 975 |
Accrued income | 13,293 | 0 |
Prepaid expenses | 11,277 | 1,898 |
Sundry receivables | 8,367 | 0 |
Other receivables | 9,164 | 579 |
Interest rate swap | 0 | 241 |
Other assets | 2,482 | 124 |
Other assets | 49,023 | 3,817 |
Related Party | Other assets | ||
Property, Plant and Equipment [Line Items] | ||
Related Party Receivables | 9,200 | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 4,614 | 2,571 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 3,635 | $ 2,895 |
Goodwill, net (Details)
Goodwill, net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Gross goodwill, beginning balance | $ 25,464 | $ 22,185 |
Goodwill, beginning balance | 25,464 | 22,185 |
Goodwill, period increase (decrease) | 3,279 | |
Goodwill acquired during the period | 3,279 | |
Currency translation and other adjustments | 0 | |
Gross goodwill, ending balance | 25,464 | |
Goodwill, ending balance | 561,188 | 25,464 |
Asset management | ||
Goodwill [Roll Forward] | ||
Gross goodwill, beginning balance | 251,373 | |
Goodwill, beginning balance | 251,373 | |
Goodwill, period increase (decrease) | 12,056 | |
Goodwill acquired during the period | 0 | |
Currency translation and other adjustments | 12,056 | |
Gross goodwill, ending balance | 263,429 | 251,373 |
Goodwill, ending balance | 263,429 | 251,373 |
Wealth management | ||
Goodwill [Roll Forward] | ||
Gross goodwill, beginning balance | 294,119 | |
Goodwill, beginning balance | 294,119 | |
Goodwill, period increase (decrease) | 3,640 | |
Goodwill acquired during the period | 1,023 | |
Currency translation and other adjustments | 2,617 | |
Gross goodwill, ending balance | 297,759 | 294,119 |
Goodwill, ending balance | $ 297,759 | $ 294,119 |
Goodwill, net - Narrative (Deta
Goodwill, net - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, period increase (decrease) | $ 3,279,000 | ||
Impairment charge | $ 0 | $ 0 |
Debt, net of unamortized defe_3
Debt, net of unamortized deferred financing cost - Schedule of Debt (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt Outstanding | $ 21,187,000 | |
Net Carrying Value | $ 169,094,000 | 21,187,000 |
Unamortized debt issuance costs | 0 | |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt Outstanding | 170,750,000 | |
Net Carrying Value | 169,094,000 | |
Fair Value | 170,750,000 | |
Promissory Notes | ||
Debt Instrument [Line Items] | ||
Debt Outstanding | 0 | 1,377,000 |
Net Carrying Value | 0 | 1,377,000 |
Fair Value | 0 | |
Term Loans | Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt Outstanding | 97,500,000 | 5,760,000 |
Net Carrying Value | 95,844,000 | 5,760,000 |
Fair Value | 97,500,000 | |
Revolving Credit Facility | Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt Outstanding | 73,250,000 | 14,050,000 |
Net Carrying Value | 73,250,000 | $ 14,050,000 |
Fair Value | $ 73,250,000 |
Debt, net of unamortized defe_4
Debt, net of unamortized deferred financing cost - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jan. 03, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Borrowings on term notes and lines of credit | $ 141,950 | $ 1,280 | |||
Debt, net of unamortized deferred financing cost | 169,094 | $ 21,187 | |||
Alvarium, TWMH And TIG | |||||
Debt Instrument [Line Items] | |||||
Borrowings on term notes and lines of credit | $ 124,400 | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt, net of unamortized deferred financing cost | 169,094 | ||||
Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 250,000 | ||||
Credit Facility | Line of Credit | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 100,000 | ||||
Debt, net of unamortized deferred financing cost | 95,844 | $ 5,760 | |||
Interest rate (in percent) | 2.60% | ||||
Credit Facility | Line of Credit | Term Loans | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Credit Facility | Line of Credit | Term Loans | Minimum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Credit Facility | Line of Credit | Term Loans | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2% | ||||
Credit Facility | Line of Credit | Term Loans | Maximum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2% | ||||
Credit Facility | Line of Credit | Term Loans | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3% | ||||
Credit Facility | Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 150,000 | ||||
Accordion option, additional borrowing capacity | 75,000 | ||||
Accordion feature, maximum borrowing capacity | $ 225,000 | ||||
Debt, net of unamortized deferred financing cost | 73,250 | $ 14,050 | |||
Unused commitment fee (in percent) | 0.15% | ||||
Credit Facility | Line of Credit | Revolving Credit Facility | Bloomberg Short-Term Bank Yield Index Rate (BSBY) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Debt, net of unamortized deferred financing cost | $ 0 | $ 1,377 | |||
Interest rate (in percent) | 3.25% |
Debt, net of unamortized defe_5
Debt, net of unamortized deferred financing cost - Term Loan Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Aggregate Maturities | ||
Total | $ 21,187 | |
Line of Credit | ||
Aggregate Maturities | ||
Total | $ 170,750 | |
Term Loans | Credit Facility | Line of Credit | ||
Aggregate Maturities | ||
Rest of 2023 | 2,500 | |
2024 | 5,000 | |
2025 | 7,500 | |
2026 | 10,000 | |
2027 | 10,000 | |
Thereafter | 62,500 | |
Total | $ 97,500 | $ 5,760 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Postemployment Benefits [Abstract] | ||||
Defined Contribution Plan, Tax Status [Extensible Enumeration] | Qualified Plan [Member] | |||
Contributions | $ 858 | $ 172 | $ 1,672 | $ 368 |
Retirement Plans - Schedule Of
Retirement Plans - Schedule Of Contributions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Postemployment Benefits [Abstract] | ||||
Contributions | $ 858 | $ 172 | $ 1,672 | $ 368 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other assets | Related Party | ||
Related Party Transaction [Line Items] | ||
Receivable due from related parties | $ 9,200 | |
Other assets | Equity Method Investee | ||
Related Party Transaction [Line Items] | ||
Receivable due from related parties | 6,494 | $ 0 |
Other assets | TMWH, TIG GP, and TIG MGMT Members | Related Party | ||
Related Party Transaction [Line Items] | ||
Receivable due from related parties | 2,677 | 1,161 |
TRA Liability | Non-Controlling Interest Holders, Tax Receivable Agreements | Related Party | ||
Related Party Transaction [Line Items] | ||
Related Party Payables | (15,092) | 0 |
Earn-out liability, at fair value | TWMH, TIG GP, and TIG MGMT Members and Alvarium Shareholders, Earn-Out | Related Party | ||
Related Party Transaction [Line Items] | ||
Related Party Payables | (54,884) | 0 |
Earn-in consideration payable | Equity Method Investee | ||
Related Party Transaction [Line Items] | ||
Related Party Payables | $ (900) | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) anniversary | |
Related Party Transaction [Line Items] | |||||
Other receivables | $ 9,164 | $ 9,164 | $ 579 | ||
Total income | 51,881 | $ 18,892 | 109,928 | $ 38,862 | |
Compensation and employee benefits | 32,636 | 11,861 | 95,808 | 25,421 | |
TRA liability | 15,092 | 15,092 | 0 | ||
Gain (loss) on TRA | (1,792) | 0 | (2,092) | 0 | |
TRA, tay payments and cash distributions | 1,000 | ||||
Earn-out liability, at fair value | 54,884 | 54,884 | $ 0 | ||
Gain (loss) on earn-out liability | 66,083 | 0 | 36,877 | 0 | |
Management/Advisory fees | |||||
Related Party Transaction [Line Items] | |||||
Total income | 47,440 | 18,892 | 93,910 | 38,862 | |
Other fees/income | |||||
Related Party Transaction [Line Items] | |||||
Total income | 1,769 | 0 | 2,739 | 0 | |
Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Compensation and employee benefits | 800 | ||||
Investment income (expense), net | (21) | ||||
Equity Method Investee | Management/Advisory fees | |||||
Related Party Transaction [Line Items] | |||||
Total income | 1,000 | ||||
Equity Method Investee | Other fees/income | |||||
Related Party Transaction [Line Items] | |||||
Total income | (700) | ||||
Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Interest rate (in percent) | 3.25% | ||||
TWMH Members | Promissory Notes | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 1,500 | ||||
Interest rate (in percent) | 3.25% | ||||
Debt, including debt forgiveness portion | $ 1,100 | ||||
Initial number of periods to determine if principal and accrued interest will be forgiven | anniversary | 5 | ||||
Debt forgiveness, percentage of principal and accrued interest | 20% | ||||
Due date, upon termination of employment (in days) | 30 days | ||||
Debt instrument, face amount without debt forgiveness provision | $ 400 | ||||
Forgiveness of debt | 65 | $ 63 | 131 | $ 146 | |
Other receivables | 800 | 800 | $ 1,200 | ||
TIG GP and TIG MGMT Members | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Other receivables | $ 1,800 | $ 1,800 | |||
TMWH, TIG GP, and TIG MGMT Members | |||||
Related Party Transaction [Line Items] | |||||
TRA, payment, percentage of tax benefit received | 85% | 85% | |||
TRA, administering costs and expenses, percentage of obligation by company | 15% | 15% | |||
TRA, administering costs and expenses, percentage of obligation by affiliated entity | 85% | 85% |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Reporting - Net Income
Segment Reporting - Net Income By Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | $ 51,881 | $ 18,892 | $ 109,928 | $ 38,862 | |
Operating Expenses [Abstract] | |||||
Compensation and employee benefits | 32,636 | 11,861 | 95,808 | 25,421 | |
Systems, technology and telephone | 4,110 | 1,418 | 7,939 | 2,858 | |
Sales, distribution and marketing | 568 | 219 | 1,094 | 437 | |
Occupancy costs | 3,352 | 1,135 | 6,532 | 2,103 | |
Professional fees | 15,459 | 1,668 | 38,343 | 3,083 | |
Travel and entertainment | 1,306 | 570 | 3,252 | 837 | |
Depreciation and amortization | 3,655 | 597 | 8,172 | 1,207 | |
Impairment loss on intangible assets | 29,393 | 0 | $ 29,393 | 29,393 | 0 |
General, administrative and other | 2,538 | 345 | 3,971 | 663 | |
Total operating expenses | 93,017 | 17,813 | 194,504 | 36,609 | |
Operating Income (Loss) | (41,136) | 1,079 | (84,576) | 2,253 | |
Gain (loss) on investments | (5,154) | 44 | (1,704) | 25 | |
Gain (loss) on TRA | (1,792) | 0 | (2,092) | 0 | |
Gain (loss) on warrant liability | 76 | 0 | (12,866) | 0 | |
Gain (loss) on earn-out liability | 66,083 | 0 | 36,877 | 0 | |
Interest and dividend income (expense) | (3,371) | (105) | (6,632) | (179) | |
Other income | (706) | 5 | (647) | 2 | |
Income (loss) before taxes | 14,000 | 1,023 | (71,640) | 2,101 | |
Income tax (expense) benefit | 15,446 | (110) | 10,796 | (303) | |
Net income (loss) | 29,446 | 913 | (60,844) | 1,798 | |
Asset management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 17,917 | 44,432 | |||
Operating Expenses [Abstract] | |||||
Compensation and employee benefits | 12,306 | 39,568 | |||
Systems, technology and telephone | 1,388 | 2,582 | |||
Sales, distribution and marketing | 213 | 463 | |||
Occupancy costs | 975 | 2,180 | |||
Professional fees | 7,353 | 19,610 | |||
Travel and entertainment | 510 | 1,500 | |||
Depreciation and amortization | 1,518 | 4,257 | |||
Impairment loss on intangible assets | 29,393 | 29,393 | |||
General, administrative and other | 2,010 | 2,465 | |||
Total operating expenses | 55,666 | 102,018 | |||
Operating Income (Loss) | (37,749) | (57,586) | |||
Gain (loss) on investments | (5,585) | (1,312) | |||
Gain (loss) on TRA | (896) | (1,046) | |||
Gain (loss) on warrant liability | 38 | (6,433) | |||
Gain (loss) on earn-out liability | 33,042 | 18,439 | |||
Interest and dividend income (expense) | (1,634) | (3,387) | |||
Other income | (367) | (366) | |||
Income (loss) before taxes | (13,151) | (51,691) | |||
Income tax (expense) benefit | 7,723 | 5,398 | |||
Net income (loss) | (5,428) | (46,293) | |||
Wealth management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 33,964 | 65,496 | |||
Operating Expenses [Abstract] | |||||
Compensation and employee benefits | 20,330 | 56,240 | |||
Systems, technology and telephone | 2,722 | 5,357 | |||
Sales, distribution and marketing | 355 | 631 | |||
Occupancy costs | 2,377 | 4,352 | |||
Professional fees | 8,106 | 18,733 | |||
Travel and entertainment | 796 | 1,752 | |||
Depreciation and amortization | 2,137 | 3,915 | |||
Impairment loss on intangible assets | 0 | 0 | |||
General, administrative and other | 528 | 1,506 | |||
Total operating expenses | 37,351 | 92,486 | |||
Operating Income (Loss) | (3,387) | (26,990) | |||
Gain (loss) on investments | 431 | (392) | |||
Gain (loss) on TRA | (896) | (1,046) | |||
Gain (loss) on warrant liability | 38 | (6,433) | |||
Gain (loss) on earn-out liability | 33,041 | 18,438 | |||
Interest and dividend income (expense) | (1,737) | (3,245) | |||
Other income | (339) | (281) | |||
Income (loss) before taxes | 27,151 | (19,949) | |||
Income tax (expense) benefit | 7,723 | 5,398 | |||
Net income (loss) | 34,874 | (14,551) | |||
Management/Advisory fees | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 47,440 | 18,892 | 93,910 | 38,862 | |
Management/Advisory fees | Asset management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 13,548 | 28,524 | |||
Management/Advisory fees | Wealth management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 33,892 | 65,386 | |||
Incentive fees | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 469 | 0 | 1,046 | 0 | |
Incentive fees | Asset management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 469 | 1,046 | |||
Incentive fees | Wealth management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 0 | 0 | |||
Distributions from investments | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 2,203 | 0 | 12,233 | 0 | |
Distributions from investments | Asset management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 2,203 | 12,233 | |||
Distributions from investments | Wealth management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 0 | 0 | |||
Other fees/income | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 1,769 | $ 0 | 2,739 | $ 0 | |
Other fees/income | Asset management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | 1,697 | 2,629 | |||
Other fees/income | Wealth management | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |||||
Total income | $ 72 | $ 110 |
Segment Reporting - Assets By S
Segment Reporting - Assets By Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Assets | $ 1,405,745 | $ 91,989 |
Asset management | ||
Segment Reporting Information [Line Items] | ||
Assets | 834,448 | 0 |
Wealth management | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 571,297 | $ 91,989 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net (loss) attributable to controlling interest - basic | $ 43,442 | $ (25,298) | ||
Net income (loss) available to the Company - diluted | $ 29,446 | $ (25,298) | ||
Weighted-average shares of Class A Common Stock outstanding - basic (in shares) | 59,286,346 | 7,007 | 58,425,916 | 7,007 |
Weighted-average shares of Class A Common Stock outstanding - basic (in shares) | 114,319,307 | 7,007 | 58,454,342 | 7,007 |
(Loss) per Class A Common Stock - basic (in dollars per share) | $ 0.73 | $ 137.72 | $ (0.43) | $ 265.88 |
(Loss) per Class A Common Stock - diluted (in dollars per share) | $ 0.26 | $ 137.72 | $ (0.43) | $ 265.88 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Class B Common Stock and Class B Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 27,516,481 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 9,985,626 |
Earn-outs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 10,396,318 | 10,396,318 |
Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,607,089 | 2,303,545 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
TRA liability | $ 15,092 | $ 15,092 | $ 15,092 | $ 0 | ||
Earn-out liability, at fair value | 54,884 | 54,884 | 54,884 | $ 0 | ||
Impairment loss on intangible assets | $ 29,393 | $ 0 | $ 29,393 | $ 29,393 | $ 0 |
Equity (Details)
Equity (Details) - $ / shares | Jun. 30, 2023 | Jan. 03, 2023 |
Class A shares | ||
Class of Stock [Line Items] | ||
Common stock, outstanding (in shares) | 62,957,671 | |
Common stock, shares, outstanding, subject to forfeiture (in shares) | 3,276,391 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Class B shares | ||
Class of Stock [Line Items] | ||
Common stock, outstanding (in shares) | 55,032,961 | 55,032,961 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 6 Months Ended | |||
Aug. 02, 2023 USD ($) installment | Jul. 18, 2023 USD ($) subsidiary | Jul. 14, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||
Earn-in expense, equity (in percent) | 50% | |||
Earn-in expense, cash (in percent) | 50% | |||
Assets under management | $ 68,900 | |||
Alvarium Investment Managers (Suisse) SA (“AIMS”) | ||||
Subsequent Event [Line Items] | ||||
Equity method investment, ownership percentage | 30% | |||
Alvarium Investment Managers (Suisse) SA (“AIMS”) | ||||
Subsequent Event [Line Items] | ||||
Assets under management | $ 1,300 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Earn-In Payment, First Date | $ 8.3 | |||
Earn-In Payment, Second Date | $ 10.2 | |||
Subsequent Event | Alvarium Investment Managers (Suisse) SA (“AIMS”) | ||||
Subsequent Event [Line Items] | ||||
Voting interest acquired (in percent) | 70% | |||
Total purchase consideration transferred | $ 14.4 | |||
Payments to Acquire Businesses, Gross, Percent | 90% | |||
Payments to Acquire Businesses, Gross, Number of Installments | installment | 3 | |||
Cash consideration | $ 5.2 | |||
True up payment | $ 0.7 | |||
Cash consideration, term | 10 days | |||
Deferred payments | $ 7.1 | |||
Purchase price payable in shares (in percent) | 10% | |||
Subsequent Event | Discontinued Operations, Held-for-Sale | Alvarium Investment Managers (UK) LLP | ||||
Subsequent Event [Line Items] | ||||
Number of subsidiaries | subsidiary | 1 | |||
Payment term (in years) | 2 years | |||
Consideration receivable | $ 0.5 |