Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | P10, Inc. | |
Entity Central Index Key | 0001841968 | |
Entity File Number | 001-40937 | |
Entity Tax Identification Number | 87-2908160 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Address, Address Line One | 4514 Cole Ave | |
Entity Address, Address Line Two | Suite 1600 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75205 | |
City Area Code | 214 | |
Local Phone Number | 865-7998 | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | PX | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 43,270,689 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 72,819,320 | |
Series A Junior Participating Preferred Stock Purchase Rights | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series A Junior Participating Preferred Stock Purchase Rights |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 25,050 | $ 20,021 |
Restricted cash | 10,807 | 9,471 |
Accounts receivable | 17,466 | 16,551 |
Notes receivable | 4,440 | 4,231 |
Due from related parties | 41,056 | 36,538 |
Investment in unconsolidated subsidiaries | 2,413 | 2,321 |
Prepaid expense and other assets | 4,647 | 5,089 |
Property and equipment, net | 3,207 | 2,878 |
Right-of-use assets | 18,740 | 15,923 |
Contingent payments to customers | 13,262 | 13,629 |
Deferred tax assets, net | 42,328 | 41,275 |
Intangibles, net | 144,577 | 151,795 |
Goodwill | 506,638 | 506,638 |
Total assets | 834,631 | 826,360 |
LIABILITIES: | ||
Accounts payable | 3,039 | 2,578 |
Accrued expenses | 11,002 | 8,052 |
Accrued compensation and benefits | 26,643 | 18,900 |
Due to related parties | 391 | 2,157 |
Other liabilities | 10,051 | 8,715 |
Contingent consideration | 17,039 | 17,337 |
Accrued contingent liabilities | 14,305 | 14,305 |
Deferred revenues | 16,137 | 12,651 |
Lease liabilities | 21,718 | 18,558 |
Debt obligations | 283,897 | 289,224 |
Total liabilities | 404,222 | 392,477 |
STOCKHOLDERS' EQUITY: | ||
Treasury stock | (9,926) | (9,926) |
Additional paid-in-capital | 624,706 | 628,828 |
Accumulated deficit | (225,274) | (225,879) |
Noncontrolling interest | 40,787 | 40,745 |
Total stockholders' equity | 430,409 | 433,883 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 834,631 | 826,360 |
Class A Common Stock | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 43 | 42 |
Class B Common Stock | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | $ 73 | $ 73 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class A Common Stock | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 510,000,000 | 510,000,000 |
Common stock shares issued | 44,026,736 | 43,303,040 |
Common stock shares outstanding | 43,088,962 | 42,365,266 |
Class B Common Stock | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 180,000,000 | 180,000,000 |
Common stock shares issued | 72,955,140 | 73,131,826 |
Common stock shares outstanding | 72,831,689 | 73,008,374 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUES | ||
Total revenues | $ 57,253 | $ 43,281 |
OPERATING EXPENSES | ||
Compensation and benefits | 35,642 | 18,494 |
Professional fees | 3,842 | 2,612 |
General, administrative and other | 4,857 | 4,112 |
Contingent consideration expense | 390 | 127 |
Amortization of intangibles | 7,248 | 6,181 |
Strategic alliance expense | 403 | 152 |
Total operating expenses | 52,382 | 31,678 |
INCOME FROM OPERATIONS | 4,871 | 11,603 |
OTHER (EXPENSE)/INCOME | ||
Interest expense, net | (5,172) | (1,385) |
Other income | 113 | 329 |
Total other (expense) | (5,059) | (1,056) |
Net (loss)/income before income taxes | (188) | 10,547 |
Income tax benefit/(expense) | (957) | 2,755 |
NET INCOME | 769 | 7,792 |
Less: net income attributable to noncontrolling interest in P10 Intermediate | (164) | 0 |
NET INCOME ATTRIBUTABLE TO P10 | $ 605 | $ 7,792 |
Earnings per share | ||
Basic earnings per share | $ 0.01 | $ 0.07 |
Diluted earnings per share | 0.01 | 0.06 |
Dividends paid per share | $ 0.03 | $ 0 |
Weighted average shares outstanding, basic | 115,921 | 117,193 |
Weighted average shares outstanding, diluted | 123,926 | 121,537 |
Management and Advisory Fees | ||
REVENUES | ||
Total revenues | $ 56,587 | $ 43,027 |
Other Revenue [Member] | ||
REVENUES | ||
Total revenues | $ 666 | $ 254 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Treasury Stock | Additional Paid-in-capital | Accumulated Deficit | Noncontrolling Interest | Common Class A [Member] Common Stock | Common Class B [Member] Common Stock |
Balance at Dec. 31, 2021 | $ 395,164 | $ (273) | $ 650,405 | $ (255,085) | $ 34 | $ 83 | |
Balance (in shares) at Dec. 31, 2021 | 123 | 34,464 | 82,727 | ||||
Stock-based compensation | 1,515 | 1,515 | |||||
Deferred offering costs | (70) | (70) | |||||
Net Income (loss) attributable to P10 | 7,792 | 7,792 | |||||
Net loss attributable to P10 and net income attributable to non controlling interest | 7,792 | ||||||
Net income attributable to noncontrolling interest in P10 Intermediate | 0 | ||||||
Exchange of Class B common stock for Class A common stock (Amount) | $ 1 | $ (1) | |||||
Exchange of Class B common stock for Class A common stock (Share) | 1,222 | (1,220) | |||||
Settlement of stock options | (12,466) | (12,466) | |||||
Dividends declared | 0 | ||||||
Balance at Mar. 31, 2022 | 391,935 | $ (273) | 639,384 | (247,293) | $ 35 | $ 82 | |
Balance (in shares) at Mar. 31, 2022 | 123 | 35,686 | 81,507 | ||||
Balance (in shares) at Dec. 31, 2022 | 1,061 | 42,365 | 73,008 | ||||
Balance at Dec. 31, 2022 | 433,883 | $ (9,926) | 628,828 | (225,879) | $ 40,745 | $ 42 | $ 73 |
Stock-based compensation | 3,252 | 3,252 | |||||
Net Income (loss) attributable to P10 | 605 | ||||||
Net loss attributable to P10 and net income attributable to non controlling interest | 769 | 605 | |||||
Net income attributable to noncontrolling interest in P10 Intermediate | 164 | 164 | |||||
Issuance of restricted stock units | 1 | $ 1 | |||||
Issuance of restricted stock units (in shares) | 354 | ||||||
Repurchase of common stock for employee tax witholding (Amount) | (3,038) | (3,038) | |||||
Treasury Stock, Stock repurchase (Shares) | (100) | ||||||
Treasury Stock, Stock repurchase | (851) | (851) | |||||
Accrual for excise tax associated with stock repurchases | $ (7) | (7) | |||||
Exchange of Class B common stock for Class A common stock (Share) | 76 | (76) | |||||
Exercise of stock options (net of tax) | 529,090 | 294 | |||||
Distributions to non-controlling interest | $ (122) | (122) | |||||
Dividends declared | (1) | (1) | |||||
Dividends paid | (3,477) | (3,477) | |||||
Balance (in shares) at Mar. 31, 2023 | 1,061 | 43,089 | 72,832 | ||||
Balance at Mar. 31, 2023 | $ 430,409 | $ (9,926) | $ 624,706 | $ (225,274) | $ 40,787 | $ 43 | $ 73 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 769 | $ 7,792 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 7,099 | 1,515 |
Depreciation expense | 155 | 95 |
Amortization of intangibles | 7,248 | 6,181 |
Amortization of debt issuance costs and debt discount | 330 | 202 |
Income from unconsolidated subsidiaries | (114) | (326) |
Deferred tax expense (benefit) | (1,053) | 2,304 |
Amortization of contingent payment to customers | 367 | 0 |
Remeasurement of contingent consideration | 390 | 127 |
Post close purchase price adjustment | 0 | 11 |
Change in operating assets and liabilities: | ||
Accounts receivable | (915) | (515) |
Due from related parties | (4,518) | (5,747) |
Prepaid expenses and other assets | 442 | 634 |
Right-of-use assets | 658 | 596 |
Accounts payable | 461 | 341 |
Accrued expenses | 2,820 | (11,372) |
Accrued compensation and benefits | 3,896 | (2,854) |
Due to related parties | (1,766) | (1,853) |
Other liabilities | 1,337 | 11,919 |
Deferred revenues | 3,486 | (1,024) |
Lease liabilities | (315) | (404) |
Net cash provided by operating activities | 20,777 | 7,622 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of intangible assets | (21) | 0 |
Draw on note receivable | (211) | (231) |
Proceeds from note receivable | 2 | 7 |
Proceeds from investments in unconsolidated subsidiaries | 22 | 98 |
Software capitalization | (9) | (35) |
Purchases of property and equipment | (484) | (263) |
Net cash (used in) investing activities | (701) | (424) |
CASH FLOWS (USED IN) FINANCING ACTIVITIES | ||
Borrowings on debt obligations | 16,000 | 0 |
Repayments on debt obligations | (21,657) | (25,000) |
Repurchase of Class A common stock for employee tax withholding | (3,038) | 0 |
Repurchase of Class B common stock | (851) | 0 |
Payment of contingent consideration | (688) | 0 |
Dividends paid | (3,477) | 0 |
Debt issuance costs | 0 | (8) |
Net cash (used in) financing activities | (13,711) | (25,008) |
Net change in cash, cash equivalents and restricted cash | 6,365 | (17,810) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 29,492 | 43,482 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 35,857 | 25,672 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 2,863 | 398 |
Net cash paid (received) for income taxes | 58 | (236) |
NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES | ||
Additions to right-of-use assets | 3,475 | 0 |
Additions to lease liabilities | 3,475 | 0 |
Additions to property and equipment | 484 | 0 |
Additions to accrued compensation and benefits | 10,240 | 0 |
Accrual for settlement of stock options | 12,466 | |
Additions to contingent consideration | 390 | 127 |
Dividends declared | 1 | 0 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 25,050 | 23,655 |
Restricted Cash | 10,807 | 2,017 |
Total cash, cash equivalents and restricted cash | $ 35,857 | $ 25,672 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Description of Business On October 20, 2021, P10 Holdings, Inc. ("P10 Holdings"), in connection with its Initial Public Offering ("IPO"), completed a reorganization and restructure. In connection with the reorganization, P10, Inc. ("P10") became the parent company and all of the existing equity of P10 Holdings, and its consolidated subsidiaries were converted into common stock of P10. The offering and reorganization included a reverse stock split of P10 Holdings common stock on a 0.7-for-1 basis pursuant to which every outstanding share of common stock decreased to 0.7 shares. Following the reorganization and IPO, P10 has two classes of common stock, Class A common stock and Class B common stock. Each share of Class B common stock is entitled to ten votes while each share of Class A common stock is entitled to one vote. P10, Inc. and its consolidated subsidiaries (the “Company”) operate as a multi-asset class private market solutions provider in the alternative asset management industry. Our mission is to provide our investors differentiated access to a broad set of solutions and investment vehicles across a multitude of asset classes and geographies. Our existing portfolio of solutions across private equity, venture capital, private credit and impact investing support our mission by offering a comprehensive set of investment vehicles to our investors, including primary fund of funds, secondary investment, direct investment and co-investments, alongside separate accounts (collectively the “Funds”). The direct and indirect subsidiaries of the Company include P10 Holdings, P10 Intermediate Holdings, LLC (“P10 Intermediate”), which owns the subsidiaries P10 RCP Holdco, LLC (“Holdco”), Five Points Capital, Inc. (“Five Points”), TrueBridge Capital Partners, LLC (“TrueBridge”), Enhanced Capital Group, LLC (“ECG”), Bonaccord Capital Advisors, LLC ("Bonaccord"), Hark Capital Advisors, LLC ("Hark"), P10 Advisors, LLC ("P10 Advisors"), and Western Technology Investment Advisors LLC ("WTI"). Prior to November 19, 2016, P10, formerly Active Power, Inc., designed, manufactured, sold, and serviced flywheel-based uninterruptible power supply products and serviced modular infrastructure solutions. On November 19, 2016, we completed the sale of substantially all our assets and liabilities and operations to Langley Holdings plc, a United Kingdom public limited company. Following the sale, we changed our name from Active Power, Inc. to P10 Industries, Inc. and became a non-operating company focused on monetizing our retained intellectual property and acquiring profitable businesses. For the period from December 2016 through September 2017, our business primarily consisted of cash, certain retained intellectual property assets and our net operating losses (“NOLs”) and other tax benefits. On March 22, 2017, we filed for reorganization under Chapter 11 of the Federal Bankruptcy Code, using a prepackaged plan of reorganization. The Company emerged from bankruptcy on May 3, 2017. On December 1, 2017, the Company changed its name from P10 Industries, Inc. to P10 Holdings, Inc. We were founded as a Texas corporation in 1992 and reincorporated in Delaware in 2000. Our headquarters is in Dallas, Texas. On October 5, 2017, we closed on the acquisition of RCP Advisors 2, LLC ("RCP 2") and entered into a purchase agreement to acquire RCP Advisors 3, LLC ("RCP 3") in January 2018. On January 3, 2018, we closed on the acquisition of RCP 3. RCP 2 and RCP 3 are registered investment advisors with the United States Securities and Exchange Commission. On April 1, 2020, the Company completed the acquisition of Five Points. Five Points is a leading lower middle market alternative investment manager focused on providing both equity and debt capital to private, growth-oriented companies and limited partner capital to other private equity funds, with all strategies focused exclusively in the U.S. lower middle market. Five Points is a registered investment advisor with the United States Securities and Exchange Commission. On October 2, 2020, the Company completed the acquisition of TrueBridge. TrueBridge is an investment firm focused on investing in venture capital through fund-of-funds, co-investments, and separate accounts. TrueBridge is a registered investment advisor with the United States Securities and Exchange Commission. On December 14, 2020, the Company completed the acquisition of 100 % of the equity interest in ECG, and a noncontrolling interest in Enhanced Capital Partners, LLC (“ECP”, and collectively with ECG, “Enhanced”). Enhanced undertakes and manages equity and debt investments in impact initiatives across North America, targeting underserved areas and other socially responsible end markets including renewable energy, historic building renovations, and affordable housing. ECP is a registered investment advisor with the United States Securities and Exchange Commission. On September 30, 2021, the Company completed acquisitions of Bonaccord and Hark. Bonaccord is an alternative asset manager focusing on acquiring minority equity interests in alternative asset management companies focused on private market strategies which may include private equity, private credit, real estate, and real asset strategies. Hark is engaged in the business of making loans to portfolio companies that are owned or controlled by financial sponsors, such as private equity funds or venture capital funds, and which do not meet traditional direct lending underwriting criteria but where the repayment of the loan by the portfolio company is guaranteed by its financial sponsor. In June 2022, the Company formed P10 Advisors, a fully consolidated subsidiary, to manage investment opportunities that are sourced across the P10 platform but do not fit within an existing investment mandate. On October 13, 2022, the Company completed the acquisition of all of the issued and outstanding membership interests of WTI. WTI provides senior secured financing to early-stage and emerging stage life sciences and technology companies. WTI is a registered investment advisor with the United States Securities and Exchange Commission. Simultaneously with the acquisition of WTI, the Company completed a restructuring of P10 Intermediate and subsidiaries to LLC entities that are considered disregarded entities for federal income tax purposes. This allowed the WTI sellers to obtain a partnership interest in P10 Intermediate and all of its subsidiaries. As a result of the acquisition, the WTI sellers obtained 3,916,666 membership units of P10 Intermediate, which can be exchanged into 3,916,666 shares of P10 Class A common stock, following applicable restrictive periods. The results of WTI’s operations have been included in the consolidated financial statements effective October 13, 2022. The Company reports noncontrolling interest related to the partnership interests which are owned by the WTI sellers. This is recorded as noncontrolling interest on the Consolidated Balance Sheets. Noncontrolling interest is allocated a share of income or loss in the respective consolidated subsidiaries in proportion to their relative ownership interest. Additionally, the Company makes periodic distributions to the WTI sellers for tax related and other agreed upon expenses as disclosed in the fifth amended and restated limited liability agreement of P10 Intermediate Holdings LLC. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management believes it has made all necessary adjustments so that the Consolidated Financial Statements are presented fairly and that estimates made in preparing the Consolidated Financial Statements are reasonable and prudent. The Consolidated Financial Statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated upon consolidation. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ended December 31, 2023. Certain entities in which the Company holds an interest are investment companies that follow FASB Accounting Standards Codification Topic 946, Financial Services - Investment Companies and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company’s equity method investments in such entities retains the specialized accounting treatment. Principles of Consolidation The Company performs the variable interest analysis for all entities in which it has a potential variable interest. If the Company has a variable interest in the entity and the entity is a variable interest entity (“VIE”), we will also analyze whether the Company is the primary beneficiary of this entity and if consolidation is required. Generally, VIEs are entities that lack sufficient equity to finance their activities without additional financial support from other parties, or whose equity holders, as a group, lack one or more of the following characteristics: (a) direct or indirect ability to make decisions, (b) obligation to absorb expected losses or (c) right to receive expected residual returns. A VIE must be evaluated quantitatively and qualitatively to determine the primary beneficiary, which is the reporting entity that has (a) the power to direct activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. To determine a VIE's primary beneficiary, we perform a qualitative assessment to determine which party, if any, has the power to direct activities of the VIE and the obligation to absorb losses and/or receive its benefits. This assessment involves identifying the activities that most significantly impact the VIE's economic performance and determining whether we, or another party, has the power to direct those activities. When evaluating whether we are the primary beneficiary of a VIE, we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties. See Note 7 for further information. The Company has determined that certain of its subsidiaries are VIEs, and that the Company is the primary beneficiary of the entities, because it has the power to direct activities of the entities that most significantly impact the VIE’s economic performance and has a controlling financial interest in each entity. Accordingly, the Company consolidates these entities, which includes P10 Intermediate, Holdco, RCP 2, RCP 3, TrueBridge, Bonaccord, Hark, and WTI. The assets and liabilities of the consolidated VIEs are presented on a gross basis in the Consolidated Balance Sheets. See Note 7 for more information on both consolidated and unconsolidated VIEs. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest or other means. P10 Holdings, Five Points, P10 Advisors, and ECG are concluded to be consolidated subsidiaries of P10 under the voting interest model. Reclassifications Certain reclassifications have been made within the Consolidated Financial Statements to conform prior periods with current period presentation. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of March 31, 2023, and December 31, 2022, cash equivalents include money market funds of $ 5.0 million and $ 7.8 million, respectively, which approximates fair value. The Company maintains its cash balances at various financial institutions among multiple accounts, which may periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company's credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may have amounts on deposit in excess of the insured limits. Restricted Cash Restricted cash as of March 31, 2023 and December 31, 2022 was primarily cash that is restricted due to certain deposits being held for customers. Accounts Receivable and Due from Related Parties Accounts receivable is equal to contractual amounts reduced for allowances, if applicable. The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of March 31, 2023 and December 31, 2022. If accounts are subsequently determined to be uncollectible, they will be expensed in the period that determination is made. Management fees are collected on a quarterly basis. Certain subsidiaries management fee contracts are collected at the beginning of the quarter, while others are collected in arrears. The management fees reflected in accounts receivable at period end are those that are collected in arrears. Due from related parties represents receivables from the Funds for reimbursable expenses. Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisitions of ECG and ECP ("Advisory Agreement") where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets. These amounts are expected to be fully collectible. Note Receivable Note receivable is mostly related to contractual amounts owed from a signed, secured promissory note with BCP Partners Holdings, LP ("BCP"). In addition to contractual amounts, borrowers are obligated to pay interest on outstanding amounts. The Company considers the note receivable to be fully collectible; no allowance for doubtful accounts has been established as of March 31, 2023 and December 31, 2022. If accounts are subsequently determined to be uncollectible, they will be expensed in the period that determination is made. Investment in Unconsolidated Subsidiaries For equity investments in entities that we do not control, but over which we exercise significant influence, we use the equity method of accounting. The equity method investments are initially recorded at cost, and their carrying amount is adjusted for the Company’s share in the earnings or losses of each investee, and for distributions received. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. For certain entities in which the Company does not have significant influence and fair value is not readily determinable, we value these investments under the measurement alternative. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments , requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the terms of the respective leases or service lives of the improvements, whichever is shorter, using the straight-line method. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of the various assets are as follows: Computers and purchased software 3 - 5 years Furniture and fixtures 7 - 10 years Long-lived Assets Long-lived assets including property and equipment, lease right-of-use assets, and definite lived intangibles are evaluated for impairment under FASB ASC 360, Property, Plant, and Equipment . Long-lived assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of long-lived assets are determined to not be recoverable if the undiscounted estimated future net operating cash flows directly related to the asset or asset group, including any disposal value, is less than the carrying amount of the asset. If the carrying value of an asset is determined to not be recoverable, the impairment loss is measured as the amount by which the carrying value of the asset exceeds its fair value on the measurement date. Fair value is based on the best information available, including prices for similar assets and estimated discounted cash flows. Leases The Company recognizes a lease liability and right-of-use asset in our Consolidated Balance Sheets for contracts that it determines are leases or contain a lease. The Company’s leases primarily consist of operating leases for various office spaces. 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, lease incentives and certain other existing lease liabilities. 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, and the Company would account for this when it is reasonably certain that the Company will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, upon amendments or other events, the Company may be required to remeasure our lease liability and right-of-use asset. The Company does not recognize a lease liability or right-of-use asset on our Consolidated Balance Sheets 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. Revenue Share and Repurchase Arrangement The Company recognizes an accrued contingent liability and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement between ECG and a third party. The agreement requires ECG to share in certain revenues earned with the third party and also includes an option for the third party to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. The options to repurchase the revenue share are not exercisable until July of 2025. The Company believes it is probable that the third party will exercise its option to sell back the revenue share and has recognized a liability on the Consolidated Balance Sheets. The Company has also recognized a contingent payment to customers associated with the agreement and will amortize the asset against revenue over the the contractual term of the management contract. The amortization is reported in management and advisory fees on the Consolidated Statements of Operations. The Company will reassess at each reporting period. Refer to Note 14 for further information . Goodwill and Intangible Assets Goodwill is initially measured as the excess of the cost of the acquired business over the sum of the amounts assigned to identifiable assets acquired, less the liabilities assumed. As of March 31, 2023, goodwill recorded on our Consolidated Balance Sheets relates to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI. As of March 31, 2023, the intangible assets are comprised of indefinite-lived intangible assets and finite-lived intangible assets related to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI. Indefinite-lived intangible assets and goodwill are not amortized. Finite-lived technology is amortized using the straight-line method over its estimated useful life of 4 years . Finite-lived management and advisory contracts, which relate to acquired separate accounts and funds and investor/customer relationships with a specified termination date, are amortized in line with contractual revenue to be received, which range between 7 and 16 years . Certain of our trade names are considered to have finite-lives. Finite-lived trade names are amortized over 10 years in line with the pattern in which the economic benefits are expected to occur. Goodwill is reviewed for impairment at least annually as of September 30 utilizing a qualitative or quantitative approach and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than the respective carrying value. The reporting unit is the reporting level for testing the impairment of goodwill. If it is determined that it is more likely than not that a reporting unit’s fair value is less than its carrying value, then the Company will determine the fair value of the reporting unit and record an impairment charge for the difference between fair value and carrying value (not to exceed the carrying amount of goodwill). Contingent Consideration Contingent consideration is initially measured at fair value on the date of the acquisition. The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations. As of March 31, 2023, contingent consideration recorded relates to the acquisitions of Hark and Bonaccord on the Consolidated Balance Sheets. Accrued Compensation and Benefits Accrued compensation and benefits consists of employee salaries, bonuses, benefits, and acquisition-related earnouts (contingent on employment) that has not yet been paid. The acquisition-related earnout contingent on employment is a product of the acquisition of WTI. The sellers and eligible employees of WTI are eligible to earn up to $ 70.0 million contingent upon meeting certain EBITDA related hurdles and continued employment. Upon the achievement of $ 20.0 million, $ 22.5 million, and $ 25.0 million of EBITDA, $ 35.0 million, $ 17.5 million, and $ 17.5 million are earned, respectively. The earnout period is eligible through December 31, 2027 with the potential to extend an additional two years. Refer to Note 14 for further information. Debt Issuance Costs Costs incurred which are directly related to the issuance of debt are deferred and amortized using the effective interest method and are presented as a reduction to the carrying value of the associated debt on our Consolidated Balance Sheets. As these costs are amortized, they are included in interest expense, net within our Consolidated Statements of Operations. Noncontrolling Interest Noncontrolling interest ("NCI") reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by the Company. Noncontrolling interest is presented as a separate component in our consolidated statements of income to clearly distinguish between our interests and the economic interest of third parties in those entities. Net income attributable to P10, as reported in the Consolidated Statements of Income, is presented net of the portion of net income attributable to holders of non-controlling interest. NCI is allocated a share of income or loss in the respective consolidated subsidiaries in proportion to their relative ownership interest. Treasury Stock The Company records common stock purchased for treasury at cost. At the date of subsequent reissuance, the treasury stock account is reduced by the cost of such stock using the average cost method. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB. As of March 31, 2023 and December 31, 2022, we used the following valuation techniques to measure fair value for assets and there were no changes to these methodologies during the periods presented: Level 1—Assets were valued using the closing price reported in the active market in which the individual security was traded. Level 2—Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date. Level 3—Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date. The carrying values of financial instruments comprising cash and cash equivalents, prepaid assets, accounts payable, accounts receivable and due from related parties approximate fair values due to the short-term maturities of these instruments. The fair value of the credit facilities approximate carrying value based on the interest rates which approximate current market rates. The Company has a contingent consideration liability related to the acquisitions of Hark and Bonaccord that is measured at fair value and is remeasured on a recurring basis. See Note 11 for additional information. Revenue Recognition Revenue is recognized when, or as, 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. While the determination of who the customer is in a contractual arrangement will be made on a contract-by-contract basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts. Management and Advisory Fees The Company earns management fees for asset management services provided to the Funds where the Company has discretion over investment decisions. The Company primarily earns fees for advisory services provided to clients where the Company does not have discretion over investment decisions. Management and advisory fees received in advance reflects the amount of fees that have been received prior to the period the fees are earned. These fees are recorded as deferred revenues on the Consolidated Balance Sheets. For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are rendered, since the customers simultaneously receive and consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to which the Company expects to be entitled based on the terms of the arrangement. For certain funds, management fees are initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term. Additionally, the management fee may step down for certain funds depending on the contractual arrangement. Certain management fees are also calculated on capital deployed. Advisory services are generally based upon fixed amounts and billed quarterly. Other advisory services include transaction and management fees associated with managing the origination and ongoing compliance of certain investments. Other Revenue Other revenue on our Consolidated Statements of Operations primarily consists of subscriptions, consulting agreements, interest income, and referral fees. The subscription and consulting agreements typically have renewable one-year lives, and revenue is recognized ratably over the current term of the subscription or the agreement. If subscriptions or fees have been paid in advance, these fees are recorded as deferred revenues on our Consolidated Balance Sheets. Referral fee revenue is recognized upon closing of certain opportunities. Income Taxes Current income tax expense represents our estimated taxes to be paid or refunded for the current period. In accordance with ASC 740, Income Taxes , we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Uncertain tax positions are recognized only when we believe it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. We recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. We file various federal and state and local tax returns based on federal and state local consolidation and stand-alone tax rules as applicable. Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares. Diluted EPS includes the determinants of basic EPS and common stock equivalents outstanding during the period adjusted to give effect to potentially dilutive securities. See Note 17 for additional information. The denominator in the computation of diluted EPS is impacted by additional common shares that would have been outstanding if dilutive potential shares of common stock had been issued. Potential shares of common stock that may be issued by the Company include shares of common stock that may be issued upon exercise of outstanding stock options as well as the vesting of restricted stock units. Also included in the diluted EPS denominator are the units of P10 Intermediate owned by the sellers of WTI, assuming the option to exchange the units for shares of Class A common stock of the Company is exercised in full. Under the treasury stock method, the unexercised options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase shares of common stock at the average market price during the period. Stock-Based Compensation Expense Stock-based compensation relates to grants for shares of P10 awarded to our employees through stock options as well as RSUs awarded to employees and RSAs issued to non-employee directors as compensation for service on the Company's board. Stock compensation expense for RSAs and certain RSUs, where vesting occurs after a service period is recorded ratably over the vesting period at the fair market value on the grant date. Certain acquisition-related RSUs vest after meeting certain performance metrics. For these, the Company uses the tranche method for RSU's deemed probable of vesting. The Company evaluates the probability of vesting at each reporting period. Unvested units are remeasured quarterly against performance metrics as a liability on the Consolidated Balance Sheets and expense is recognized over the expected vesting period. Refer to Note 16 for further discussion. Stock option compensation cost is estimated at the grant date based on the fair-value of the award, which is determined using the Black Scholes option valuation model and is recognized as expense ratably over the requisite service period of the award, generally five years . The share price used in the Black Scholes model is based on the trading price of our shares on the public markets. Expected life is based on the vesting period and expiration date of the option. Stock price volatility is estimated based on a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities. The risk-free rates are based on the U.S. Treasury yield in effect at the time of grant. The dividend yield is based on a $ 0.03 per share quarterly dividend. Forfeitures are recognized as they occur . Segment Reporting According to ASC 280, Disclosures about Segments of an Enterprise and Related Information , operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker(s) in deciding how to allocate resources and in assessing performance. The Company operates our business as a single operating segment, which is how our chief operating decision makers (our Co-Chief Executive Officers) evaluate financial performance and make decisions regarding the allocation of resources. Business Acquisitions In accordance with ASC 805, Business Combinations (“ASC 805”), the Company identifies a business to have three key elements; inputs, processes, and outputs. While an integrated set of assets and activities that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set of assets and activities are not required if market participants can acquire the set of assets and activities and continue to produce outputs. In addition, the Company also performs a screen test to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets is not a business. If the set of assets and activities is not considered a business, it is accounted for as an asset acquisition using a cost accumulation model. In the cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. The Company includes the results of operations of acquired businesses beginning on the respective acquisition dates. In accordance with ASC 805, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on the estimated fair values using the acquisition method. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. The excess value of the net identifiable assets and liabilities acquired over the purchase price of an acquired business is recorded as a bargain purchase gain. The Company uses all available information to estimate fair values of identifiable intangible assets and property acquired. In making these determinations, the Company may engage an independent third-party valuation specialist to assist with the valuation of certain intangible assets, notes payable, and tax amortization benefits. The consideration for certain of our acquisitions may include liability classified contingent consideration, which is determined based on formulas stated in the applicable purchase agreements. The amount to be paid under these arrangements is based on certain financial performance measures subsequent to the acquisitions. The contingent consideration included in the purchase price is measured at fair value on the date of the acquisition. The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations. For business acquisitions, the Company recognizes the fair value of goodwill and other acquired intangible assets, and estimated contingent consideration at the acquisition date as part of purchase price. This fair value measurement is based on unobservable (Level 3) inputs. Dividends Dividends are reflected in the consolidated financial statements when declared. Recent Accounting Pronouncements Pronouncements Recently Adopted Effective January 1, 2023, the Company adopted ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 provides amendments to ASC 326, Financial Instruments - Credit Losses , which replaces the incurred loss impairment model with a current expected credit loss (“CECL”) model. CECL requires a company to estimate lifetime expected credit losses based on relevant information about historical events, current conditions and reasonable and supportable forecasts. The guidance must be applied using the modified retrospective adoption method on January 1, 2023, with early adoption permitted. The adoption of ASU 2016-13 did not have a material impact on the Company's Consolidated Financial Statements. On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this guidance on January 1, 2023. The guidance had no effect on the consolidated financial statements but will be considered for future acquisitions. Pronouncements Not Yet Adopted On June 30, 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments clarify that a contractual |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3. Acquisitions Acquisition of WTI On October 13, 2022 , the Company completed the acquisition of all of the issued and outstanding membership interests of WTI for a total consideration of $ 146.0 million and an aggregate of 3,916,666 membership units of P10 Intermediate which can be exchanged on a one-for-one basis into shares of P10 Class A common stock, subject to certain conditions pursuant to the Exchange Agreement entered into on August 25, 2022. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805. The following is a summary of consideration paid: Fair Value Cash $ 105,262 Fair value of equity consideration 40,733 Total purchase consideration $ 145,995 The Company exercised the accordion feature on the Credit Facility to complete the acquisition of WTI. The $ 125 million available on the accordion was split into $ 87.5 million of term loan and $ 37.5 million of revolver. The Company drew the $ 87.5 million of term loan and $ 6.0 million of the available revolver to complete the acquisition and financed the remainder with cash on hand. In connection with the acquisition, the Company incurred a total of $ 3.2 million of acquisition-related expenses. Total acquisition-related expenses were $ 0 and $ 0 for the three months ended March 31, 2023 and March 31, 2022, respectively. The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date. As such, our estimates of fair values are pending finalization, which may result in adjustments to goodwill. The following table presents the provisional fair value of the net assets acquired as of the acquisition date: Fair Value ASSETS Cash and cash equivalents $ 8,807 Accounts receivable 12,632 Right-of-use assets 2,904 Prepaid expenses and other assets 378 Property and equipment 138 Intangible assets, net 49,700 Total assets acquired $ 74,559 LIABILITIES Accounts payable and accrued expenses $ 13,555 Lease liabilities 2,957 Total liabilities assumed $ 16,512 Net identifiable assets acquired $ 58,047 Goodwill 87,948 Net assets acquired $ 145,995 The following table presents the provisional fair value of the identifiable intangible assets acquired: Weighted- Average Amortization Fair Value Period Value of management and advisory contracts $ 42,900 9 Value of trade name 6,800 10 Total identifiable intangible assets $ 49,700 Goodwill The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company’s build out of its investment product offering. Approximately $ 87.9 million of goodwill is expected to be deductible for tax purposes. To the extent there are payments on EBITDA-related earnouts as discsused in Note 14, those amounts would be amortizable for tax purposes at such time. Identifiable Intangible Assets The fair value of management and advisory contracts acquired were estimated using the excess earnings method. Significant inputs to the valuation model include existing revenue, estimates of expenses and contributory asset charges, the economic life of the contracts and a discount rate based on a weighted average cost of capital. The fair value of trade names acquired were estimated using the relief from royalty method. Significant inputs to the valuation model include estimates of existing and future revenue, estimated royalty rate, economic life and a discount rate based on a weighted average cost of capital. The management and advisory contracts and trade names have a finite useful life. The carrying value of the management fund and advisory contracts and trade names will be amortized in line with the pattern in which the economic benefits arise and are reviewed at least annually for indicators of impairment in value that is other than temporary. Pro-forma Financial Information Prior Year Acquisition: The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of WTI was completed on January 1, 2022: For the Three Months 2023 2022 Revenue $ 57,253 $ 52,347 Net income attributable to P10 605 5,636 Pro-forma adjustments include revenue and net income of the acquired business for each period. Other pro forma adjustments include intangible amortization expense, interest expense based on debt issued in connection with the acquisition, and compensation expense contingent on EBITDA (as noted in Note 14) as if the acquisition were completed on January 1, 2022. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue The following presents revenues disaggregated by product offering: For the Three Months 2023 2022 Management and advisory fees $ 56,587 $ 43,027 Subscriptions 134 162 Other revenue 532 92 Total revenues $ 57,253 $ 43,281 |
Strategic Alliance Expense
Strategic Alliance Expense | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination, Separately Recognized Transactions [Abstract] | |
Strategic Alliance Expense | Note 5. Strategic Alliance Expense In connection with the Bonaccord acquisition, Bonaccord entered into a Strategic Alliance Agreement ("SAA") with a third-party investor. This SAA provides the third-party the right to receive 15 % of the net management fee earnings, which includes the management fees minus applicable expenses, for Fund I and subsequent funds, paid quarterly, in exchange for funding certain amounts of capital commitments to the fund. Net management fee earnings the third-party has the right to receive is based on the total capital committed. Within 60 days following the final closing of the next fund, Bonaccord Fund II ("Fund II"), the third-party has the opportunity to acquire, at the price at the time of the original acquisition, equity interests in Bonaccord based on the amount of commitment made. For each $ 5.0 million, up to a maximum of $ 250.0 million in irrevocable capital commitments to Fund II, the third-party can acquire 10 basis points up to a maximum of 5 % equity in Bonaccord. In addition, net management fee earnings would increase by the same percentage, retroactive to the date of the first close in Fund II. The maximum commitment requirement has been met as of March 31, 2023. The Company believes it's probable that the third-party will exercise the option to acquire equity in Bonaccord and has begun to accrue an additional 5 % of net management fee earnings. If executed, the purchase price shall be reduced by the amount of management fee distributions which the third-party would have been paid as of the initial closing of Fund II. Similar terms apply for Fund III with the exception that the third-party can acquire 9.8 basis points for every $ 5.0 million committed up to 4.9 %. This commitment has not yet been met as of March 31, 2023 as Fund III has not yet started raising capital. If commitment conditions to funds subsequent to Funds II and III are not satisfied, then within 60 days of the final closing of such subsequent fund giving rise to the condition not being satisfied, the Company may elect to repurchase the equity granted to the third-party. The repurchase shall be at the fair market value of such equi ty at that point in time. For the three months ended March 31, 2023, the strategic alliance expense reported was $ 0.4 million . For the three months ended March 31, 2022, the strategic alliance expense reported was $ 0.2 million. This is reported on the Consolidated Statements of Operations as strategic alliance expense in operating expenses. As of March 31, 2023, the associated liability is $ 0.2 million which is reported in accrued expenses on the Consolidated Balance Sheets. |
Note Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Note Receivable | Note 6. Note Receivable The Company's note receivable consists of an Advance Agreement and Secured Promissory Note that was executed on September 30, 2021 between the Company and BCP to lend funds to certain employees to be used to pay general partner commitments to certain funds managed by Bonaccord. This agreement provides for a note to BCP for $ 5.0 million, of which $ 4.4 million was drawn as of March 31, 2023 with a maturity date of September 30, 2031 . The note will earn interest at the greater of (i) the applicable federal rate that must be charged to avoid imputation of interest under Section 1274(d) of the U.S. Internal Revenue Code and (ii) 5.5 %. Interest will be paid on December 31st of each year commencing December 31, 2021, with any unpaid accrued interest being capitalized and added to the outstanding principal balance . There was $ 0.1 million cash paid for interest as of December 31, 2022 and the $ 0.1 million was capitalized to the note receivable. As of March 31, 2023, $ 0.1 million of interest was repaid. Principal payments will be made periodically from mandatorily required payments from available cash flows at BCP. As of March 31, 2023 and December 31, 2022, the balance was $ 4.4 million and $ 4.2 million, respectively. The Company recognized interest income of $ 0.1 million and $ 0.1 million for the three months ended March 31, 2023 and 2022, respectively. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 7. Variable Interest Entities Consolidated VIEs The Company consolidates certain VIEs for which it is the primary beneficiary. VIEs consist of certain operating entities not wholly owned by the Company and include P10 Intermediate, Holdco, RCP 2, RCP 3, TrueBridge, Hark, Bonaccord, and WTI. See Note 2 for more information on the Company’s accounting policies related to the consolidation of VIEs. The assets of the consolidated VIEs totaled $ 500.2 million and $ 568.0 million as of March 31, 2023 and December 31, 2022 , respectively. The liabilities of the consolidated VIEs totaled $ 79.3 million and $ 96.3 million a s of March 31, 2023 and December 31, 2022, respectively. The assets of our consolidated VIE’s are owned by those entities and not generally available to satisfy P10’s obligations, and the liabilities of our consolidated VIE’s are obligations of those entities and their creditors do not generally have recourse to the assets of P10. Unconsolidated VIEs Through its subsidiary, ECG, the Company holds variable interests in the form of direct equity interests in certain VIEs that are not consolidated because the Company is not the primary beneficiary. The Company's maximum exposure to loss is limited to the potential loss of assets recognized by the Company relating to these unconsolidated entities. |
Investment In Unconsolidated Su
Investment In Unconsolidated Subsidiaries | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Subsidiaries | Note 8. Investment in Unconsolidated Subsidiaries The Company’s investment in unconsolidated subsidiaries consist of equity method investments primarily related to ECG’s tax credit finance and asset management activities. As of March 31, 2023 , investment in unconsolidated subsidiaries totaled $ 2.4 million, of which $ 0.2 million related to ECG’s tax credit finance businesses and $ 2.2 million related to ECG’s asset management businesses. As of December 31, 2022 , investment in unconsolidated subsidiaries totaled $ 2.3 million, of which $ 2.1 million related to ECG’s asset management businesses and $ 0.2 million related to ECG’s tax credit finance businesses. Asset Management ECG manages some of its alternative asset management funds through various unconsolidated subsidiaries and records these investments under the equity method of accounting. ECG recorded its share of income in the amount of $ 0.1 million for the three months ended March 31, 2023 and $ 0.3 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, ECG made $ 0 capital contributions and received distributions of $ 0 . For the three months ended March 31, 2022, ECG made $ 0 capital contributions and received distributions of $ 0.1 million. Tax Credit Finance ECG provides a wide range of tax credit transactions and consulting services through various entities which are wholly owned subsidiaries of Enhanced Tax Credit Finance, LLC (“ETCF”), which is a wholly owned subsidiary of ECG. Some of these subsidiaries own nominal interests, typically under 1.0%, in various VIEs and record these investments under the measurement alternative described in Note 2 above. For the three months ended March 31, 2023 and March 31, 2022, EC G made $ 0 of capital contributions and received distributions of $ 0 . |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 9. Property and Equipment Property and equipment consist of the following: As of March 31, As of December 31, 2023 2022 Computers and purchased software $ 1,331 $ 631 Furniture and fixtures 1,589 2,201 Leasehold improvements 2,575 2,197 $ 5,495 $ 5,029 Less: accumulated depreciation ( 2,288 ) ( 2,151 ) Total property and equipment, net $ 3,207 $ 2,878 |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Note 10. Goodwill and Intangibles Changes in goodwill for the three months ended March 31, 2023 are as follows: Balance at December 31, 2022 $ 506,638 Purchase price adjustment - Increase from acquisitions - Balance at March 31, 2023 $ 506,638 Intangibles consists of the following: As of March 31, 2023 Gross Carrying Accumulated Net Carrying Indefinite-lived intangible assets: Trade names $ 17,364 $ — $ 17,364 Technology 30 — 30 Total indefinite-lived intangible assets 17,394 — 17,394 Finite-lived intangible assets: Trade names 28,240 ( 4,051 ) 24,189 Management and advisory contracts 194,066 ( 92,081 ) 101,985 Technology 2,401 ( 1,392 ) 1,009 Total finite-lived intangible assets 224,707 ( 97,524 ) 127,183 Total intangible assets $ 242,101 $ ( 97,524 ) $ 144,577 As of December 31, 2022 Gross Carrying Accumulated Net Carrying Indefinite-lived intangible assets: Trade names $ 17,350 $ — $ 17,350 Technology 30 — 30 Total indefinite-lived intangible assets 17,380 — 17,380 Finite-lived intangible assets: Trade names 28,251 ( 3,472 ) 24,779 Management and advisory contracts 194,066 ( 85,563 ) 108,503 Technology 2,374 ( 1,241 ) 1,133 Total finite-lived intangible assets 224,691 ( 90,276 ) 134,415 Total intangible assets $ 242,071 $ ( 90,276 ) $ 151,795 Management and advisory contracts and finite lived trade names are amortized over 7 - 16 years and are being amortized in line with pattern in which the economic benefits that are expected to occur. Technology is amortized on a straight-line basis over 4 years. The amortization expense for each of the next five years and thereafter are as follows: 2023 $ 22,911 2024 26,842 2025 22,414 2026 17,662 2027 12,811 Thereafter 24,543 Total amortization $ 127,183 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11. Fair Value Measurements The Company measures certain liabilities at fair value on a recurring basis. Earnouts associated with the acquisitions of Bonaccord and Hark Included in total consideration of the acquisition of Bonaccord is an earnout payment not to exceed $ 20 million. The amount ultimately owed to the sellers is based on achieving specific fundraising targets and any amounts paid to the sellers will be paid by October 2027, at which point the earnout expires. As of March 31, 2023, $ 8.0 million has been paid in contingent consideration associated with the earnout. Total expense recognized for the three months ended March 31, 2023 and March 31, 2022, respectively, was $ 0.3 million and $ 0.1 million, which is included in contingent consideration expense on the Satements of Operations. The fair value of the contingent consideration is derived from an analysis of the option pricing model and the scenario based model. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the liability may differ materially from the current estimate. The most significant assumption used in the analysis is future fundraising projections. The Company's contingent consideration is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judement or estimation. As of March 31, 2023 , the estimated fair value of the remaining contingent consideration totaled $ 11.6 million. Included in the total consideration of the acquisition of Hark is an earnout not to exceed $ 5.4 million. As of March 31, 2023, the contingent consideration associated with the earnout totaled $ 5.4 million and is considered earned but has not yet been paid. The Company expects this to be paid in 2023. Total expense recognized for the three months ended March 31, 2023 and March 31, 2022, respectively, totaled $ 0.1 million and $ 0.1 million, which was included in contingent consideration expense on the Statements of Operations. The following tables provide details regarding the classification of these liabilities within the fair value hierarchy as of the dates presented: As of March 31, 2023 Level I Level II Level III Total Liabilities Contingent consideration obligation $ - $ - $ 17,039 $ 17,039 Total liabilities $ - $ - $ 17,039 $ 17,039 As of December 31, 2022 Level I Level II Level III Total Liabilities Contingent consideration obligation $ - $ - $ 17,337 $ 17,337 Total liabilities $ - $ - $ 17,337 $ 17,337 For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the periods ended March 31, 2023 and December 31, 2022. The changes in the fair value of Level III financial instruments are set forth below: Contingent Consideration Liability For the Three Months Ended March 31, 2023 2022 Balance, beginning of year: $ 17,337 $ 22,963 Additions - - Change in fair value 390 127 Settlements ( 688 ) - Balance, end of period: $ 17,039 $ 23,090 The fair value of the contingent consideration liability represents the fair value of future payments upon satisfaction of performance targets. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the contingent consideration liability primarily relate to the expected future payments of obligations with a discount rate applied. The contingent consideration liability is included in contingent consideration on the Consolidated Balance Sheets. Changes in the fair value of the liability are included in contingent consideration expense on the Consolidated Statements of Operations. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 12. Debt Obligations Debt obligations consists of the following: As of As of March 31, December 31, 2023 2022 Revolver facility $ 77,900 $ 80,900 Debt issuance costs ( 2,552 ) ( 2,783 ) Revolver facility, net $ 75,348 $ 78,117 Term Loan $ 209,844 $ 212,500 Debt issuance costs ( 1,295 ) ( 1,393 ) Term loan, net $ 208,549 $ 211,107 Total debt obligations $ 283,897 $ 289,224 March 31, 2023 Weighted Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value Average Interest Rate Term Loan 12/22/2025 $ 212,500 $ 209,844 $ — $ 208,549 6.62 % Revolver Facility 12/22/2025 162,500 77,900 84,600 75,348 6.20 % Total $ 375,000 $ 287,744 $ 84,600 $ 283,897 Revolving Credit Facility State Tax Credits Enhanced State Tax Credit Fund III, LLC, a subsidiary of ECG, had a $ 10 million revolving credit facility with a regional financial institution restricted solely for the purchase of allocable state tax credits from various state tax credit incentive programs. The facility bore interest at 0.25 % above the Prime Rate and matured on June 15, 2022 . The facility was not renewed upon maturity. Revolving Credit Facility and Term Loan On December 22, 2021, the Company entered into a new credit agreement (the "Credit Agreement") with JPMorgan, in its capacity as administrative agent and collateral agent, and Texas Capital Bank, as joint lead arrangers and joint bookrunners, and the other loan parties party thereto. The Credit Agreement consists of two facilities. The first is a revolving credit facility with an available balance of $ 125 million (the "Revolver Facility"). The second is a term loan for $ 125 million (the "Term Loan"). In addition to the Term Loan and Revolver Facility, the Credit Agreement also includes a $ 125 million accordion feature. In October 2022, the accordion feature was exercised with the acquisition of WTI at which point it was split into $ 87.5 million worth of term loan and $ 37.5 million of revolver. Both facilities are "Term SOFR Loans" meaning loans bearing interest based upon the "Adjusted Term SOFR Rate". The Adjusted Term SOFR Rate is the Secured Overnight Financing Rate ("SOFR") at the date of election, plus 2.10 %. The Company can elect one or three months for the Revolver Facility and three or six months for the Term Loan. Principal is contractually repaid at a rate of 1.25 % on the term loan quarterly effective March 31, 2023. The Revolving Credit Facility has no contractual principal repayments until maturity, which is December 22, 2025 for both facilities. Certain P10 subsidiaries are encumbered by this debt agreement. The Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require P10 to maintain a minimum leverage ratio. As of March 31, 2023, P10 was in compliance with its financial covenants required under the facility. As of March 31, 2023, the balance drawn on the revolving credit facility is $ 77.9 million and on the term loan, the balance is $ 209.8 million. The balance as of December 31, 2022 was $ 80.9 million on the revolving credit facility and $ 212.5 million on the term loan. For the three months ended March 31, 2023 and March 31, 2022, $ 4.8 million and $ 0.9 million of interest expense was incurred, respectively. Debt Payable Future principal maturities of debt as of March 31, 2023 are as follows: 2023 $ 7,969 2024 10,625 2025 269,150 $ 287,744 Debt Issuance Costs Debt issuance costs are offset against the Revolver Facility and Term Loan. Unamortized debt issuance costs for the Revolver Facility and Term Loan as of March 31, 2023 and December 31, 2022 were $ 3.8 million and $ 4.2 million, respectively. Amortization expense related to debt issuance costs totaled $ 0.3 million for the three months ended March 31, 2023 and $ 0.2 million for the three months ended March 31, 2022. This is reported in interest expense, net on the Consolidated Statements of Operations. During the three months ended March 31, 2023 and March 31, 2022 , we recorded $ 0 and $ 8 thousand in debt issuance costs, respectively, which is included in debt obligations on the Consolidated Balance Sheets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Effective January 1, 2021, the Company entered into a sublease with 210 Capital, LLC, a related party, for office space serving as our corporate headquarters. The monthly rent expense is $ 20.3 thousand, and the lease expires December 31, 2029 . In the fourth quarter of 2022, the Company sublet an additional amount of office space in the corporate headquarters. This contributed an additional $ 3.4 thousand monthly. P10 has paid $ 0.1 million and $ 0.1 million in rent to 210 Capital, LLC for the three months ended March 31, 2023 and March 31, 2022, respectively. As described in Note 1, through its subsidiaries, the Company serves as the investment manager to the Funds. Certain expenses incurred by the Funds are paid upfront and are reimbursed from the Funds as permissible per fund agreements. As of March 31, 2023, the total accounts receivable from the Funds totaled $ 16.0 million , of which $ 5.5 million related to reimbursable expenses and $ 10.5 million related to fees earned but not yet received. As of December 31, 2022 , the total accounts receivable from the Funds totaled $ 2.4 million, of which $ 1.6 million related to reimbursable expenses and $ 0.8 million related to fees earned but not yet received. In certain instances, the Company may incur expenses related to specific products that never materialize. Upon the closing of the Company’s acquisition of ECG and ECP, the Advisory Agreement between ECG and Enhanced PC immediately became effective. Under this agreement, ECG provides advisory services to Enhanced PC related to the assets and operations of the permanent capital subsidiaries owned by Enhanced PC, as contributed by both ECG and ECP, and new projects undertaken by Enhanced PC. In exchange for those services, which commenced on January 1, 2021, ECG receives advisory fees from Enhanced PC based on a declining fixed fee schedule, initially totaling $ 76.0 million over 7 years . As a result of new projects during 2021 and 2022, ECG will receive additional advisory fees from Enhanced PC totaling $ 22.0 million over 7 years , based on a declining fixed fee schedule. This agreement is subject to customary termination provisions. Since inception, $ 45.9 million of the total $ 98.0 million advisory fees have been recognized as revenue. For the three months ended March 31, 2023 and March 31, 2022, advisory fees earned or recognized under this agreement were $ 4.9 million and $ 4.3 million, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations. As of March 31, 2023 and December 31, 2022, the balance was $ 33.8 million and $ 28.5 million and is included in due from related parties on the Consolidated Balance Sheets. Upon the closing of the Company’s acquisition of ECG and ECP, the Administrative Services Agreement between ECG and Enhanced Capital Holdings, Inc. (“ECH”), the entity which holds a controlling equity interest in ECP, immediately became effective. Under this agreement, ECG pays ECH for the use of their employees to provide services to Enhanced PC at the direction of ECG. The Company recognized $ 3.2 million and $ 2.2 million for the three months ended March 31, 2023 and March 31, 2022, respectively, related to this agreement within compensation and benefits on our Consolidated Statements of Operations. On September 10, 2021, Enhanced entered into a strategic partnership with Crossroads Impact Corp ("Crossroads"), the parent company of Capital Plus Financial ("CPF"), a leading certified development financial institution. Under the terms of the agreement, Enhanced will originate and manage loans across its diverse lines of business including small business loans to women and minority owned businesses, and loans to renewable energy and community development projects. The loans will be held by CPF and CPF will pay an advisory fee to Enhanced. On July 6, 2022, Crossroads entered into the Advisory Agreement (the "Crossroads Advisory Agreement") with ECG. The Crossroads Advisory Agreement provides for ECG to receive a services fee of 1.5 % per year of the capital deployed by Crossroads under the Crossroads Advisory Agreement ( 0.375 % quarterly), and an incentive fee of 15 % over a 7 % hurdle rate. In relation to the strategic partnership with Crossroads effective September 10, 2021 and the Crossroads Advisory Agreement, t he Company recognized $ 2.3 million and $ 0.4 million for the three months ended March 31, 2023 and March 31, 2022, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. On July 6, 2022, certain funds managed by the Company purchased 4,646,840 shares of Crossroads common stock at $ 10.76 per shares, for an aggregate amount of approximately $ 50 million. On August 1, 2022, an additional purchase of 1,394,052 shares of Crossroads common stock at $ 10.76 per share occurred. The Co-CEOs of the Company are directors of Crossroads . The Company recognized $ 0.1 million of revenue for the three months ended March 31, 2023, which is included in management and advisory fees on the Consolidated Statements of Operations. No revenues were recognized for the three months ended March 31, 2022. Upon the closing of the Bonaccord acquisition on September 30, 2021, an Advance Agreement and Secured Promissory Note was signed with BCP, an entity that was formed by employees of the Company. For details, see Note 6. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Operating Leases The Company leases office space and various equipment under non-cancelable operating leases, with the longest lease expiring in 2032. These lease agreements provide for various renewal options. Rent expense for the various leased office space and equipment was approximately $ 0.8 million for the three months ended March 31, 2023 and $ 0.5 million for the three months ended March 31, 2022. The following table presents information regarding the Company’s operating leases as of March 31, 2023: Operating lease right-of-use assets $ 18,740 Operating lease liabilities $ 21,718 Cash paid for lease liabilities $ 590 Weighted-average remaining lease term (in years) 7.41 Weighted-average discount rate 3.26 % The future contractual lease payments as of March 31, 2023 are as follows: 2023 2,431 2024 3,959 2025 3,213 2026 2,920 2027 2,871 Thereafter 10,295 Total undiscounted lease payments 25,689 Less imputed interest ( 3,971 ) Total lease liabilities $ 21,718 Earnout Payment With the acquisition of WTI, an earnout payment of up to $ 70.0 million of cash and common stock may be earned upon meeting certain performance metrics.Upon the achievement of $ 20.0 million, $ 22.5 million, and $ 25.0 million of EBTIDA, $ 35.0 million, $ 17.5 million, and $ 17.5 million are earned, respectively. Of the total amount, $ 50.0 million can be earned by the sellers and the remaining $ 20.0 million would be allocated to employees of the Company at the time the earnout is earned. Payment to both sellers and employees is contingent on continued employment and, therefore, these earnout payments are recorded as compensation expense on the Consolidated Statements of Operations. The Company will evaluate whether each earn-out hurdle is probable of occurring and recognize an expense over the period the hurdle is expected to be achieved. As of March 31, 2023, the Company has determined that only the first two EBITDA hurdles are probable of being achieved. Total payment will not exceed $ 70.0 million and any amounts paid will be paid by October 2027, at which point the earnout expires. For the three months ended March 31, 2023 and March 31, 2022, $ 5.9 million and $ 0.0 were recognized, respectively. As of March 31, 2023 and December 31, 2022, the balance was $ 11.1 million and $ 5.2 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets. No payments have been made on the earnout. Bonus Payment In connection with the acquisition of WTI, certain employees entered into employment agreements. As part of these employment agreements, certain employees may receive a one-time bonus payment if the employee is employed by the Company as of the fifth anniversary of the effective date and the trailing-twelve month EBITDA of WTI at that time is equal to or greater than $ 20.0 million. Payment can be made in cash or stock of P10, provided that no more than $ 5.0 million will be payable in cash. Total payment will not exceed $ 10.0 million and any amounts will be paid in October 2027, the fifth anniversary of the effective date. For the three months ended March 31, 2023 and March 31, 2022, the Company recognized $ 0.5 million and $ 0.0 of expense, respectively, which is included in compensation and benefits on the Consolidated Statement of Operations. As of March 31, 2023 and December 31, 2022, the balance was $ 0.9 million and $ 0.4 million, respectively, and is included in accrued compensation and benefits on the Consolidated Balance Sheets. Revenue Share Arrangement The Company recognizes an accrued contingent liabilities and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement that exists between ECG and a third party. The agreement requires ECG to share in certain revenues earned with the third party and also includes an option for the third party to sell back the revenue share to ECG at a set multiple. The Company’s contingent liabilities and corresponding contingent payments to customers are recognized once determined to be probable and estimable. The contingent payments to customers are amortized and recorded within management and advisory fees on the Consolidated Statements of Operations over the expected period before exercise of an option occurs. As of March 31, 2023, the Company has determined that the put options are probable and have accrued estimated contingent liabilities and contingent payments to customers. As of March 31, 2023 and December 31, 2022, the balance was $ 14.3 million and $ 14.3 million, respectively, and is included in accrued contingent liabilities on the Consolidated Balance Sheets. The associated contingent payments to customers asset balance was $ 13.3 million and $ 13.6 million as of March 31, 2023 and December 31, 2022, respectively. The Company recognized $ 0.4 million and $ 0.0 of amortization of contingent payments to customers for the three months ended March 31, 2023 and March 31, 2022, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. The Company will reassess each period and recognize all changes as if they occurred at inception and recognize changes in revenue. Contingencies We may be involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of our business. We evaluated all potentially significant litigation, government investigations, claims or assessments in which we are involved and do not believe that any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 15. Income Taxes The Company calculates its tax provision using the estimated annual effective tax rate methodology. The tax expense or benefit caused by an unusual or infrequent item is recorded in the quarter in which it occurs. To the extent that information is not available for the Company to fully determine the full year estimated impact of an item of income or tax adjustment, the Company calculates the tax impact of such item discretely. The Company’s effective income tax rate for the three months ended March 31, 2023 was not meaningful due to the impact of a discrete item recognized in the tax rate for the period that related to windfall tax benefits associated with employee stock options exercised during the period. Absent this discrete item, the Company’s effective tax rate would be 28.64 %. The Company records deferred tax assets and liabilities for the future tax benefit or expense that will result from differences between the carrying value of its assets for income tax purposes and for financial reporting purposes, as well as for operating loss and tax credit carryovers. A valuation allowance is recorded to bring the net deferred tax assets to a level that, in management's view, is more likely than not to be realized in the foreseeable future. This level will be estimated based on a number of factors, especially the amount of net deferred tax assets of the Company that are actually expected to be realized, for tax purposes, in the foreseeable future. As of March 31, 2023, the Company has recorded a $ 12.8 million valuation allowance against deferred tax assets. There was no change to the valuation allowance during the period. The Company monitors federal and state legislative activity and other developments that may impact our tax positions and their relation to the income tax provision. Any impacts will be recorded in the period in which the legislation is enacted or new regulations are issued. The Company is subject to examination by the United States Internal Revenue Service as well as state and local tax authorities. The Company is not currently under audit. Tax years 2019 - 2021 remain open under statute for IRS examination of federal income tax returns. State statutes remain open for the 2018 - 2021 years, depending on jurisdiction. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 16. Stockholders' Equity Equity-Based Compensation On July 20, 2021, the Board of Directors approved the P10 Holdings, Inc. 2021 Stock Incentive Plan (the "Plan"), which replaced the 2018 Incentive Plan ("2018 Plan"), our previously existing equity compensation plan. The Compensation Committee of the Board of Directors may issue equity-based awards including stock options, stock appreciation rights, restricted stock units and restricted stock awards. Options previously granted under the 2018 Plan cliff vest over a period of four or five year s. The term of each option is no more than ten year s from the date of grant. When the options are exercised, the Board of Directors has the option of issuing shares of common stock or paying a lump sum cash payment on the exercise date equal to the difference between the common stock’s fair market value on the exercise date and the option price. Terms of all future awards will be granted under the Plan, and no additional awards will be granted under the 2018 Plan. Awards granted under the 2018 Plan continue to follow the 2018 Plan. The 2018 Plan provided for an initial 6,300,000 shares (adjusted for the reverse stock split). The Plan provided for the issuance of 3,000,000 shares available for grant, in addition to those approved in the 2018 Plan for a total of 9,300,000 shares. On March 15, 2022, the Board of Directors approved the settlement of 1.1 million options from a grantee with a fair market value option price of $ 11.83 , less a negotiated discount of 2.5 %, totaling $ 12.5 million. This was paid on April 4, 2022. On June 17, 2022, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 5,000,000 shares that may be issued under the Plan creating a total of 14,300,000 shares available for grant under the Plan and the 2018 Plan. On October 21, 2022, a special meeting of stockholders was held to increase the number of shares issuable under the Plan by 4,000,000 shares. As of March 31, 2023, there are 3,378,921 shares available for grant. A summary of stock option activity for the period ended March 31, 2023 is as follows: Weighted Average Contractual Life Aggregate Number of Weighted Average Remaining Intrinsic Value Shares Exercise Price (in years) (whole dollars) Outstanding as of December 31, 2022 10,612,231 $ 7.25 8.09 $ 39,004,141 Granted 2,857,974 10.01 Exercised ( 529,090 ) 2.04 Settled — — Expired/Forfeited ( 76,125 ) 10.41 Outstanding as of March 31, 2023 12,864,990 $ 8.13 8.59 $ 31,079,578 Exercisable as of March 31, 2023 884,415 $ 2.63 5.19 $ 6,616,316 The weighted average assumptions used in calculating the fair value of stock options granted during the three months ended March 31, 2023 and March 31, 2022 were as follows: For the Three Months Ended March 31, 2023 2022 Expected life 7.5 (yrs) 7.5 (yrs) Expected volatility 38.77 % 35.40 % Risk-free interest rate 4.08 % 1.83 % Expected dividend yield 1.13 % 0.00 % The Company has granted restricted stock awards ("RSAs") to certain employees. Holders of RSAs have no voting rights and accrue dividends until vesting with payment being made once they vest. All of the shares currently vest one year from the grant date. Number of Weighted-Average Grant RSAs Date Fair Value Per RSA Outstanding as of December 31, 2022 33,346 $ 12.37 Granted — — Vested — — Forfeited — — Outstanding as of March 31, 2023 33,346 $ 12.37 The Company has granted restricted stock units ("RSUs") to certain employees. Holders of RSUs have no voting rights and are not eligible to receive dividends or other distributions paid with respect to any RSUs that have not vested. All of the shares currently vest one year from the grant date excluding the restricted stock units at Hark and Bonaccord which are discussed in more detail below. At the time of the Bonaccord acquisition, the Company entered into a Notice of Restricted Stock Units with certain employees of Bonaccord for grants of Restricted Stock Units ("Bonaccord Units") to be allocated to employees at a later date for meeting certain performance metrics. The Bonaccord Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until it has become vested. On August 16, 2022, allocations were finalized pursuant to which an aggregate a value of $ 17.5 million of units may vest at each future achievement of performance metrics . As of March 31, 2023, certain performance metrics have been met and 345,765 units have been allocated and issued to specific employees. The Company evaluates whether it is probable that the Bonaccord Units will vest and applies the tranche method to determine the amount of expense to recognized during the period. An expense of $ 3.6 million has been recorded for the three months ended March 31, 2023 on the Consolidated Statements of Operations. The unrecognized expense associated with the Bonaccord Units was $ 6.9 million as of March 31, 2023. At the time of the Hark acquisition, the Company entered into a Notice of Restricted Stock Units with an employee, which grants Restricted Stock Units ("Hark Units") for meeting a certain performance metric. The Hark Units may not be transferred, s old, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until they have become vested. As of March 31, 2023, no Hark Units have vested but the Company believes it is probable that the RSUs will be earned. An expense of $ 0.3 million has been recorded for the three months ended March 31, 2023 on the Consolidated Statements of Operations. Unvested units are recognized ratably as a liability on the Consolidated Balance Sheets and expense is recognized over the expected vesting period. The Company expects the Hark Units to be issued in 2023. The below table does not include Bonaccord or Hark Units that were issued outside of the Plan, that have not vested and are recorded as a liability. Number of Weighted-Average Grant RSUs Date Fair Value Per RSU Outstanding as of December 31, 2022 508,135 $ 11.34 Granted 906,343 9.93 Vested ( 508,135 ) 12.30 Forfeited — — Outstanding as of March 31, 2023 906,343 $ 9.93 Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits on our Consolidated Statements of Operations. The stock-based compensation expense was $ 7.1 million and $ 1.5 million for the three months ended March 31, 2023 and March 31, 2022, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of March 31, 2023 was $ 7.0 million and is expected to be recognized over a weighted average period of 3.65 years. Any future forfeitures will impact this amount. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 17. Earnings Per Share The Company presents basic EPS and diluted EPS for our common stock. Basic EPS excludes potential dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if shares of common stock were issued pursuant to our stock-based compensation awards. For the three months ended March 31, 2023, diluted EPS reflects the potential dilution that could occur assuming that all units in P10 Intermediate that were granted as a result of the WTI acquisition are converted to shares of Class A common stock. The following table presents a reconciliation of the numerators and denominators used in the computation of basic and diluted EPS: For the Three Months 2023 2022 Numerator: Numerator for basic calculation—Net income Numerator for basic calculation—Net income $ 605 $ 7,792 Adjustment for: Net income attributable to noncontrolling interest in P10 Intermediate 164 - Numerator for earnings per share Numerator for earnings per share assuming $ 769 $ 7,792 Denominator: Denominator for basic calculation—Weighted- 115,921 117,193 Weighted shares assumed upon exercise of partnership units 3,917 - Weighted shares assumed upon exercise of stock 4,088 4,344 Denominator for earnings per share assuming dilution 123,926 121,537 Earnings per share—basic $ 0.01 $ 0.07 Earnings per share—diluted $ 0.01 $ 0.06 The computations of diluted earnings per share excluded 5.1 million options for the three months ended March 31, 2023, and 0.2 million options for the three months ended March 31, 2022, because the options were anti-dilutive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events On May 12, 2023, P10’s Co-CEO’s, Robert Alpert and Clark Webb, signed revised employment agreements as a result of the restructuring that occurred within P10 entities for the WTI acquisition. The revised agreements are now with P10 Intermediate Holdings, LLC rather than P10 Holdings, Inc. due to the restructuring. Also, clarifications on compensation structure are included in the revised employment agreements, which specify non-cash stock-based compensation value of $ 5.9 million each for 2023 performance. The Board of Directors of the Company has declared a quarterly cash dividend of $ 0.0325 per share of Class A and Class B common stock, payable on June 20, 2023, to the holders of record as of the close of business on May 30, 2023. In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after March 31, 2023, the Consolidated Balance Sheet date, through the date the Consolidated Financial Statements were issued, and determined there have been no additional events or transactions that would materially impact the Consolidated Financial Statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management believes it has made all necessary adjustments so that the Consolidated Financial Statements are presented fairly and that estimates made in preparing the Consolidated Financial Statements are reasonable and prudent. The Consolidated Financial Statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated upon consolidation. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ended December 31, 2023. Certain entities in which the Company holds an interest are investment companies that follow FASB Accounting Standards Codification Topic 946, Financial Services - Investment Companies and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company’s equity method investments in such entities retains the specialized accounting treatment. |
Principles of Consolidation | Principles of Consolidation The Company performs the variable interest analysis for all entities in which it has a potential variable interest. If the Company has a variable interest in the entity and the entity is a variable interest entity (“VIE”), we will also analyze whether the Company is the primary beneficiary of this entity and if consolidation is required. Generally, VIEs are entities that lack sufficient equity to finance their activities without additional financial support from other parties, or whose equity holders, as a group, lack one or more of the following characteristics: (a) direct or indirect ability to make decisions, (b) obligation to absorb expected losses or (c) right to receive expected residual returns. A VIE must be evaluated quantitatively and qualitatively to determine the primary beneficiary, which is the reporting entity that has (a) the power to direct activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. To determine a VIE's primary beneficiary, we perform a qualitative assessment to determine which party, if any, has the power to direct activities of the VIE and the obligation to absorb losses and/or receive its benefits. This assessment involves identifying the activities that most significantly impact the VIE's economic performance and determining whether we, or another party, has the power to direct those activities. When evaluating whether we are the primary beneficiary of a VIE, we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties. See Note 7 for further information. The Company has determined that certain of its subsidiaries are VIEs, and that the Company is the primary beneficiary of the entities, because it has the power to direct activities of the entities that most significantly impact the VIE’s economic performance and has a controlling financial interest in each entity. Accordingly, the Company consolidates these entities, which includes P10 Intermediate, Holdco, RCP 2, RCP 3, TrueBridge, Bonaccord, Hark, and WTI. The assets and liabilities of the consolidated VIEs are presented on a gross basis in the Consolidated Balance Sheets. See Note 7 for more information on both consolidated and unconsolidated VIEs. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest or other means. P10 Holdings, Five Points, P10 Advisors, and ECG are concluded to be consolidated subsidiaries of P10 under the voting interest model. |
Reclassification | Reclassifications Certain reclassifications have been made within the Consolidated Financial Statements to conform prior periods with current period presentation. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of March 31, 2023, and December 31, 2022, cash equivalents include money market funds of $ 5.0 million and $ 7.8 million, respectively, which approximates fair value. The Company maintains its cash balances at various financial institutions among multiple accounts, which may periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company's credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may have amounts on deposit in excess of the insured limits. |
Restricted Cash | Restricted Cash Restricted cash as of March 31, 2023 and December 31, 2022 was primarily cash that is restricted due to certain deposits being held for customers. |
Accounts Receivable and Due from Related Parties | Accounts Receivable and Due from Related Parties Accounts receivable is equal to contractual amounts reduced for allowances, if applicable. The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of March 31, 2023 and December 31, 2022. If accounts are subsequently determined to be uncollectible, they will be expensed in the period that determination is made. Management fees are collected on a quarterly basis. Certain subsidiaries management fee contracts are collected at the beginning of the quarter, while others are collected in arrears. The management fees reflected in accounts receivable at period end are those that are collected in arrears. Due from related parties represents receivables from the Funds for reimbursable expenses. Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisitions of ECG and ECP ("Advisory Agreement") where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets. These amounts are expected to be fully collectible. |
Notes Receivable | Note Receivable Note receivable is mostly related to contractual amounts owed from a signed, secured promissory note with BCP Partners Holdings, LP ("BCP"). In addition to contractual amounts, borrowers are obligated to pay interest on outstanding amounts. The Company considers the note receivable to be fully collectible; no allowance for doubtful accounts has been established as of March 31, 2023 and December 31, 2022. If accounts are subsequently determined to be uncollectible, they will be expensed in the period that determination is made. |
Investment in Unconsolidated Subsidiaries | Investment in Unconsolidated Subsidiaries For equity investments in entities that we do not control, but over which we exercise significant influence, we use the equity method of accounting. The equity method investments are initially recorded at cost, and their carrying amount is adjusted for the Company’s share in the earnings or losses of each investee, and for distributions received. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. For certain entities in which the Company does not have significant influence and fair value is not readily determinable, we value these investments under the measurement alternative. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments , requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the terms of the respective leases or service lives of the improvements, whichever is shorter, using the straight-line method. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of the various assets are as follows: Computers and purchased software 3 - 5 years Furniture and fixtures 7 - 10 years |
Long-lived Assets | Long-lived Assets Long-lived assets including property and equipment, lease right-of-use assets, and definite lived intangibles are evaluated for impairment under FASB ASC 360, Property, Plant, and Equipment . Long-lived assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of long-lived assets are determined to not be recoverable if the undiscounted estimated future net operating cash flows directly related to the asset or asset group, including any disposal value, is less than the carrying amount of the asset. If the carrying value of an asset is determined to not be recoverable, the impairment loss is measured as the amount by which the carrying value of the asset exceeds its fair value on the measurement date. Fair value is based on the best information available, including prices for similar assets and estimated discounted cash flows. |
Leases | Leases The Company recognizes a lease liability and right-of-use asset in our Consolidated Balance Sheets for contracts that it determines are leases or contain a lease. The Company’s leases primarily consist of operating leases for various office spaces. 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, lease incentives and certain other existing lease liabilities. 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, and the Company would account for this when it is reasonably certain that the Company will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, upon amendments or other events, the Company may be required to remeasure our lease liability and right-of-use asset. The Company does not recognize a lease liability or right-of-use asset on our Consolidated Balance Sheets 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. |
Revenue Share and Repurchase Arrangement | Revenue Share and Repurchase Arrangement The Company recognizes an accrued contingent liability and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement between ECG and a third party. The agreement requires ECG to share in certain revenues earned with the third party and also includes an option for the third party to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. The options to repurchase the revenue share are not exercisable until July of 2025. The Company believes it is probable that the third party will exercise its option to sell back the revenue share and has recognized a liability on the Consolidated Balance Sheets. The Company has also recognized a contingent payment to customers associated with the agreement and will amortize the asset against revenue over the the contractual term of the management contract. The amortization is reported in management and advisory fees on the Consolidated Statements of Operations. The Company will reassess at each reporting period. Refer to Note 14 for further information |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is initially measured as the excess of the cost of the acquired business over the sum of the amounts assigned to identifiable assets acquired, less the liabilities assumed. As of March 31, 2023, goodwill recorded on our Consolidated Balance Sheets relates to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI. As of March 31, 2023, the intangible assets are comprised of indefinite-lived intangible assets and finite-lived intangible assets related to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI. Indefinite-lived intangible assets and goodwill are not amortized. Finite-lived technology is amortized using the straight-line method over its estimated useful life of 4 years . Finite-lived management and advisory contracts, which relate to acquired separate accounts and funds and investor/customer relationships with a specified termination date, are amortized in line with contractual revenue to be received, which range between 7 and 16 years . Certain of our trade names are considered to have finite-lives. Finite-lived trade names are amortized over 10 years in line with the pattern in which the economic benefits are expected to occur. Goodwill is reviewed for impairment at least annually as of September 30 utilizing a qualitative or quantitative approach and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than the respective carrying value. The reporting unit is the reporting level for testing the impairment of goodwill. If it is determined that it is more likely than not that a reporting unit’s fair value is less than its carrying value, then the Company will determine the fair value of the reporting unit and record an impairment charge for the difference between fair value and carrying value (not to exceed the carrying amount of goodwill). |
Debt Issuance Costs | Debt Issuance Costs Costs incurred which are directly related to the issuance of debt are deferred and amortized using the effective interest method and are presented as a reduction to the carrying value of the associated debt on our Consolidated Balance Sheets. As these costs are amortized, they are included in interest expense, net within our Consolidated Statements of Operations. |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest ("NCI") reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by the Company. Noncontrolling interest is presented as a separate component in our consolidated statements of income to clearly distinguish between our interests and the economic interest of third parties in those entities. Net income attributable to P10, as reported in the Consolidated Statements of Income, is presented net of the portion of net income attributable to holders of non-controlling interest. NCI is allocated a share of income or loss in the respective consolidated subsidiaries in proportion to their relative ownership interest. |
Treasury Stock | Treasury Stock The Company records common stock purchased for treasury at cost. At the date of subsequent reissuance, the treasury stock account is reduced by the cost of such stock using the average cost method. |
Fair Value Measurement | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB. As of March 31, 2023 and December 31, 2022, we used the following valuation techniques to measure fair value for assets and there were no changes to these methodologies during the periods presented: Level 1—Assets were valued using the closing price reported in the active market in which the individual security was traded. Level 2—Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date. Level 3—Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date. The carrying values of financial instruments comprising cash and cash equivalents, prepaid assets, accounts payable, accounts receivable and due from related parties approximate fair values due to the short-term maturities of these instruments. The fair value of the credit facilities approximate carrying value based on the interest rates which approximate current market rates. The Company has a contingent consideration liability related to the acquisitions of Hark and Bonaccord that is measured at fair value and is remeasured on a recurring basis. See Note 11 for additional information. |
Revenue Recognition | Revenue Recognition Revenue is recognized when, or as, 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. While the determination of who the customer is in a contractual arrangement will be made on a contract-by-contract basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts. Management and Advisory Fees The Company earns management fees for asset management services provided to the Funds where the Company has discretion over investment decisions. The Company primarily earns fees for advisory services provided to clients where the Company does not have discretion over investment decisions. Management and advisory fees received in advance reflects the amount of fees that have been received prior to the period the fees are earned. These fees are recorded as deferred revenues on the Consolidated Balance Sheets. For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are rendered, since the customers simultaneously receive and consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to which the Company expects to be entitled based on the terms of the arrangement. For certain funds, management fees are initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term. Additionally, the management fee may step down for certain funds depending on the contractual arrangement. Certain management fees are also calculated on capital deployed. Advisory services are generally based upon fixed amounts and billed quarterly. Other advisory services include transaction and management fees associated with managing the origination and ongoing compliance of certain investments. Other Revenue Other revenue on our Consolidated Statements of Operations primarily consists of subscriptions, consulting agreements, interest income, and referral fees. The subscription and consulting agreements typically have renewable one-year lives, and revenue is recognized ratably over the current term of the subscription or the agreement. If subscriptions or fees have been paid in advance, these fees are recorded as deferred revenues on our Consolidated Balance Sheets. Referral fee revenue is recognized upon closing of certain opportunities. |
Income Tax | Income Taxes Current income tax expense represents our estimated taxes to be paid or refunded for the current period. In accordance with ASC 740, Income Taxes , we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Uncertain tax positions are recognized only when we believe it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. We recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. We file various federal and state and local tax returns based on federal and state local consolidation and stand-alone tax rules as applicable. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares. Diluted EPS includes the determinants of basic EPS and common stock equivalents outstanding during the period adjusted to give effect to potentially dilutive securities. See Note 17 for additional information. The denominator in the computation of diluted EPS is impacted by additional common shares that would have been outstanding if dilutive potential shares of common stock had been issued. Potential shares of common stock that may be issued by the Company include shares of common stock that may be issued upon exercise of outstanding stock options as well as the vesting of restricted stock units. Also included in the diluted EPS denominator are the units of P10 Intermediate owned by the sellers of WTI, assuming the option to exchange the units for shares of Class A common stock of the Company is exercised in full. Under the treasury stock method, the unexercised options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase shares of common stock at the average market price during the period. |
Accrued Compensation and Benefits Stock-Based Compensation Expense | Accrued Compensation and Benefits Accrued compensation and benefits consists of employee salaries, bonuses, benefits, and acquisition-related earnouts (contingent on employment) that has not yet been paid. The acquisition-related earnout contingent on employment is a product of the acquisition of WTI. The sellers and eligible employees of WTI are eligible to earn up to $ 70.0 million contingent upon meeting certain EBITDA related hurdles and continued employment. Upon the achievement of $ 20.0 million, $ 22.5 million, and $ 25.0 million of EBITDA, $ 35.0 million, $ 17.5 million, and $ 17.5 million are earned, respectively. The earnout period is eligible through December 31, 2027 with the potential to extend an additional two years. Refer to Note 14 for further information. Stock-Based Compensation Expense Stock-based compensation relates to grants for shares of P10 awarded to our employees through stock options as well as RSUs awarded to employees and RSAs issued to non-employee directors as compensation for service on the Company's board. Stock compensation expense for RSAs and certain RSUs, where vesting occurs after a service period is recorded ratably over the vesting period at the fair market value on the grant date. Certain acquisition-related RSUs vest after meeting certain performance metrics. For these, the Company uses the tranche method for RSU's deemed probable of vesting. The Company evaluates the probability of vesting at each reporting period. Unvested units are remeasured quarterly against performance metrics as a liability on the Consolidated Balance Sheets and expense is recognized over the expected vesting period. Refer to Note 16 for further discussion. Stock option compensation cost is estimated at the grant date based on the fair-value of the award, which is determined using the Black Scholes option valuation model and is recognized as expense ratably over the requisite service period of the award, generally five years . The share price used in the Black Scholes model is based on the trading price of our shares on the public markets. Expected life is based on the vesting period and expiration date of the option. Stock price volatility is estimated based on a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities. The risk-free rates are based on the U.S. Treasury yield in effect at the time of grant. The dividend yield is based on a $ 0.03 per share quarterly dividend. Forfeitures are recognized as they occur |
Segment Reporting | Segment Reporting According to ASC 280, Disclosures about Segments of an Enterprise and Related Information , operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker(s) in deciding how to allocate resources and in assessing performance. The Company operates our business as a single operating segment, which is how our chief operating decision makers (our Co-Chief Executive Officers) evaluate financial performance and make decisions regarding the allocation of resources. |
Contingent Consideration and Business Acquisitions | Contingent Consideration Contingent consideration is initially measured at fair value on the date of the acquisition. The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations. As of March 31, 2023, contingent consideration recorded relates to the acquisitions of Hark and Bonaccord on the Consolidated Balance Sheets. Business Acquisitions In accordance with ASC 805, Business Combinations (“ASC 805”), the Company identifies a business to have three key elements; inputs, processes, and outputs. While an integrated set of assets and activities that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set of assets and activities are not required if market participants can acquire the set of assets and activities and continue to produce outputs. In addition, the Company also performs a screen test to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets is not a business. If the set of assets and activities is not considered a business, it is accounted for as an asset acquisition using a cost accumulation model. In the cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. The Company includes the results of operations of acquired businesses beginning on the respective acquisition dates. In accordance with ASC 805, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on the estimated fair values using the acquisition method. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. The excess value of the net identifiable assets and liabilities acquired over the purchase price of an acquired business is recorded as a bargain purchase gain. The Company uses all available information to estimate fair values of identifiable intangible assets and property acquired. In making these determinations, the Company may engage an independent third-party valuation specialist to assist with the valuation of certain intangible assets, notes payable, and tax amortization benefits. The consideration for certain of our acquisitions may include liability classified contingent consideration, which is determined based on formulas stated in the applicable purchase agreements. The amount to be paid under these arrangements is based on certain financial performance measures subsequent to the acquisitions. The contingent consideration included in the purchase price is measured at fair value on the date of the acquisition. The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations. For business acquisitions, the Company recognizes the fair value of goodwill and other acquired intangible assets, and estimated contingent consideration at the acquisition date as part of purchase price. This fair value measurement is based on unobservable (Level 3) inputs. |
Dividends | Dividends Dividends are reflected in the consolidated financial statements when declared. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncements Recently Adopted Effective January 1, 2023, the Company adopted ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 provides amendments to ASC 326, Financial Instruments - Credit Losses , which replaces the incurred loss impairment model with a current expected credit loss (“CECL”) model. CECL requires a company to estimate lifetime expected credit losses based on relevant information about historical events, current conditions and reasonable and supportable forecasts. The guidance must be applied using the modified retrospective adoption method on January 1, 2023, with early adoption permitted. The adoption of ASU 2016-13 did not have a material impact on the Company's Consolidated Financial Statements. On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this guidance on January 1, 2023. The guidance had no effect on the consolidated financial statements but will be considered for future acquisitions. Pronouncements Not Yet Adopted On June 30, 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amen d ments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The guidance is effective for fiscal years beginning after December 15, 2023. We are evaluating the effects of these amendments on our financial reporting. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Various Assets | The estimated useful lives of the various assets are as follows: Computers and purchased software 3 - 5 years Furniture and fixtures 7 - 10 years |
Acquisitions (Tables)
Acquisitions (Tables) - Westech Investment Advisors LLC | 3 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of the Consideration Paid | The following is a summary of consideration paid: Fair Value Cash $ 105,262 Fair value of equity consideration 40,733 Total purchase consideration $ 145,995 |
Summary of Provisional Fair Value of the Net Assets Acquired as of the Acquisition Date | The following table presents the provisional fair value of the net assets acquired as of the acquisition date: Fair Value ASSETS Cash and cash equivalents $ 8,807 Accounts receivable 12,632 Right-of-use assets 2,904 Prepaid expenses and other assets 378 Property and equipment 138 Intangible assets, net 49,700 Total assets acquired $ 74,559 LIABILITIES Accounts payable and accrued expenses $ 13,555 Lease liabilities 2,957 Total liabilities assumed $ 16,512 Net identifiable assets acquired $ 58,047 Goodwill 87,948 Net assets acquired $ 145,995 |
Summary of the Provisional Fair Value of Identifiable Intangible Assets Acquired | The following table presents the provisional fair value of the identifiable intangible assets acquired: Weighted- Average Amortization Fair Value Period Value of management and advisory contracts $ 42,900 9 Value of trade name 6,800 10 Total identifiable intangible assets $ 49,700 |
Summary of Unaudited Pro Forma Condensed Consolidated Results of Operations Attributable to the Acquisitions | The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of WTI was completed on January 1, 2022: For the Three Months 2023 2022 Revenue $ 57,253 $ 52,347 Net income attributable to P10 605 5,636 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Product Offering | The following presents revenues disaggregated by product offering: For the Three Months 2023 2022 Management and advisory fees $ 56,587 $ 43,027 Subscriptions 134 162 Other revenue 532 92 Total revenues $ 57,253 $ 43,281 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: As of March 31, As of December 31, 2023 2022 Computers and purchased software $ 1,331 $ 631 Furniture and fixtures 1,589 2,201 Leasehold improvements 2,575 2,197 $ 5,495 $ 5,029 Less: accumulated depreciation ( 2,288 ) ( 2,151 ) Total property and equipment, net $ 3,207 $ 2,878 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in goodwill for the three months ended March 31, 2023 are as follows: Balance at December 31, 2022 $ 506,638 Purchase price adjustment - Increase from acquisitions - Balance at March 31, 2023 $ 506,638 |
Schedule of Intangible Assets | Intangibles consists of the following: As of March 31, 2023 Gross Carrying Accumulated Net Carrying Indefinite-lived intangible assets: Trade names $ 17,364 $ — $ 17,364 Technology 30 — 30 Total indefinite-lived intangible assets 17,394 — 17,394 Finite-lived intangible assets: Trade names 28,240 ( 4,051 ) 24,189 Management and advisory contracts 194,066 ( 92,081 ) 101,985 Technology 2,401 ( 1,392 ) 1,009 Total finite-lived intangible assets 224,707 ( 97,524 ) 127,183 Total intangible assets $ 242,101 $ ( 97,524 ) $ 144,577 As of December 31, 2022 Gross Carrying Accumulated Net Carrying Indefinite-lived intangible assets: Trade names $ 17,350 $ — $ 17,350 Technology 30 — 30 Total indefinite-lived intangible assets 17,380 — 17,380 Finite-lived intangible assets: Trade names 28,251 ( 3,472 ) 24,779 Management and advisory contracts 194,066 ( 85,563 ) 108,503 Technology 2,374 ( 1,241 ) 1,133 Total finite-lived intangible assets 224,691 ( 90,276 ) 134,415 Total intangible assets $ 242,071 $ ( 90,276 ) $ 151,795 |
Estimated Future Amortization Expense | 2023 $ 22,911 2024 26,842 2025 22,414 2026 17,662 2027 12,811 Thereafter 24,543 Total amortization $ 127,183 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities | The following tables provide details regarding the classification of these liabilities within the fair value hierarchy as of the dates presented: As of March 31, 2023 Level I Level II Level III Total Liabilities Contingent consideration obligation $ - $ - $ 17,039 $ 17,039 Total liabilities $ - $ - $ 17,039 $ 17,039 As of December 31, 2022 Level I Level II Level III Total Liabilities Contingent consideration obligation $ - $ - $ 17,337 $ 17,337 Total liabilities $ - $ - $ 17,337 $ 17,337 |
Schedule of Changes in the Fair Value of Level III Financial Instruments | The changes in the fair value of Level III financial instruments are set forth below: Contingent Consideration Liability For the Three Months Ended March 31, 2023 2022 Balance, beginning of year: $ 17,337 $ 22,963 Additions - - Change in fair value 390 127 Settlements ( 688 ) - Balance, end of period: $ 17,039 $ 23,090 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consists of the following: As of As of March 31, December 31, 2023 2022 Revolver facility $ 77,900 $ 80,900 Debt issuance costs ( 2,552 ) ( 2,783 ) Revolver facility, net $ 75,348 $ 78,117 Term Loan $ 209,844 $ 212,500 Debt issuance costs ( 1,295 ) ( 1,393 ) Term loan, net $ 208,549 $ 211,107 Total debt obligations $ 283,897 $ 289,224 March 31, 2023 Weighted Maturity Date Aggregate Facility Size Outstanding Debt Amount Available Net Carrying Value Average Interest Rate Term Loan 12/22/2025 $ 212,500 $ 209,844 $ — $ 208,549 6.62 % Revolver Facility 12/22/2025 162,500 77,900 84,600 75,348 6.20 % Total $ 375,000 $ 287,744 $ 84,600 $ 283,897 |
Schedule of Maturities of Long-term Debt | Future principal maturities of debt as of March 31, 2023 are as follows: 2023 $ 7,969 2024 10,625 2025 269,150 $ 287,744 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Company's Operating Leases | The following table presents information regarding the Company’s operating leases as of March 31, 2023: Operating lease right-of-use assets $ 18,740 Operating lease liabilities $ 21,718 Cash paid for lease liabilities $ 590 Weighted-average remaining lease term (in years) 7.41 Weighted-average discount rate 3.26 % |
Schedule of Future Contractual Lease Payments | The future contractual lease payments as of March 31, 2023 are as follows: 2023 2,431 2024 3,959 2025 3,213 2026 2,920 2027 2,871 Thereafter 10,295 Total undiscounted lease payments 25,689 Less imputed interest ( 3,971 ) Total lease liabilities $ 21,718 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the period ended March 31, 2023 is as follows: Weighted Average Contractual Life Aggregate Number of Weighted Average Remaining Intrinsic Value Shares Exercise Price (in years) (whole dollars) Outstanding as of December 31, 2022 10,612,231 $ 7.25 8.09 $ 39,004,141 Granted 2,857,974 10.01 Exercised ( 529,090 ) 2.04 Settled — — Expired/Forfeited ( 76,125 ) 10.41 Outstanding as of March 31, 2023 12,864,990 $ 8.13 8.59 $ 31,079,578 Exercisable as of March 31, 2023 884,415 $ 2.63 5.19 $ 6,616,316 |
Summary of Weighted Average Assumptions Used In Calculating Fair Value of Stock Options Granted | The weighted average assumptions used in calculating the fair value of stock options granted during the three months ended March 31, 2023 and March 31, 2022 were as follows: For the Three Months Ended March 31, 2023 2022 Expected life 7.5 (yrs) 7.5 (yrs) Expected volatility 38.77 % 35.40 % Risk-free interest rate 4.08 % 1.83 % Expected dividend yield 1.13 % 0.00 % |
Summary of Restricted Stock Activity | The Company has granted restricted stock awards ("RSAs") to certain employees. Holders of RSAs have no voting rights and accrue dividends until vesting with payment being made once they vest. All of the shares currently vest one year from the grant date. Number of Weighted-Average Grant RSAs Date Fair Value Per RSA Outstanding as of December 31, 2022 33,346 $ 12.37 Granted — — Vested — — Forfeited — — Outstanding as of March 31, 2023 33,346 $ 12.37 |
Summary of Restricted Stock Units | The below table does not include Bonaccord or Hark Units that were issued outside of the Plan, that have not vested and are recorded as a liability. Number of Weighted-Average Grant RSUs Date Fair Value Per RSU Outstanding as of December 31, 2022 508,135 $ 11.34 Granted 906,343 9.93 Vested ( 508,135 ) 12.30 Forfeited — — Outstanding as of March 31, 2023 906,343 $ 9.93 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS | The following table presents a reconciliation of the numerators and denominators used in the computation of basic and diluted EPS: For the Three Months 2023 2022 Numerator: Numerator for basic calculation—Net income Numerator for basic calculation—Net income $ 605 $ 7,792 Adjustment for: Net income attributable to noncontrolling interest in P10 Intermediate 164 - Numerator for earnings per share Numerator for earnings per share assuming $ 769 $ 7,792 Denominator: Denominator for basic calculation—Weighted- 115,921 117,193 Weighted shares assumed upon exercise of partnership units 3,917 - Weighted shares assumed upon exercise of stock 4,088 4,344 Denominator for earnings per share assuming dilution 123,926 121,537 Earnings per share—basic $ 0.01 $ 0.07 Earnings per share—diluted $ 0.01 $ 0.06 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 3 Months Ended | ||
Oct. 20, 2021 | Mar. 31, 2023 shares | Dec. 14, 2020 | |
Conversion of Stock [Line Items] | |||
Reverse stock split | 0.7-for-1 | ||
Stock split, conversion ratio | 0.7 | ||
Year founded | 1992 | ||
Entity incorporation, state code | DE | ||
Enhanced | |||
Conversion of Stock [Line Items] | |||
Percentage of business acquisition | 100% | ||
Westech Investment Advisors LLC [Member] | |||
Conversion of Stock [Line Items] | |||
Aggregate membereship units | 3,916,666 | ||
Westech Investment Advisors LLC [Member] | Common Class A [Member] | |||
Conversion of Stock [Line Items] | |||
Aggregate membereship units | 3,916,666 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Eligible Earnout | $ 70,000,000 | |||
Earnout period | The earnout period is eligible through December 31, 2027 with the potential to extend an additional two years. | |||
Liabilities measured at fair value on a recurring basis | $ 17,039,000 | 17,337,000 | $ 23,090,000 | $ 22,963,000 |
Stock-based compensation award, requisite service period | 5 years | |||
Quarterly dividend rate | $ 0.03 | |||
Westech Investment Advisors LLC | Milestone 1 | ||||
Earnout payment milestone recognized | $ 35,000,000 | |||
Westech Investment Advisors LLC | Milestone 2 | ||||
Earnout payment milestone recognized | 17,500,000 | |||
Westech Investment Advisors LLC | Milestone 3 | ||||
Earnout payment milestone recognized | 17,500,000 | |||
Westech Investment Advisors LLC | EBITDA | Milestone 1 | ||||
Earnout payment milestone recognized | 20,000,000 | |||
Westech Investment Advisors LLC | EBITDA | Milestone 2 | ||||
Earnout payment milestone recognized | 22,500,000 | |||
Westech Investment Advisors LLC | EBITDA | Milestone 3 | ||||
Earnout payment milestone recognized | $ 25,000,000 | |||
Finite-Lived Management and Advisory Contracts | Minimum | ||||
Finite-lived intangible assets, useful life | 7 years | |||
Finite-Lived Management and Advisory Contracts | Maximum | ||||
Finite-lived intangible assets, useful life | 16 years | |||
Finite-Lived Technology | ||||
Finite-lived intangible assets, useful life | 4 years | |||
Trade names | ||||
Finite-lived intangible assets, useful life | 10 years | |||
Money Market Funds | ||||
Cash Equivalents | $ 5,000,000 | $ 7,800 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Estimated Useful Lives of Various Assets (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Computers and Purchased Software | Maximum | |
Property, Plant and Equipment, Estimated Useful Life | 5 years |
Computers and Purchased Software | Minimum | |
Property, Plant and Equipment, Estimated Useful Life | 3 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment, Estimated Useful Life | 10 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment, Estimated Useful Life | 7 years |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Contingent consideration obligation | $ 14.3 | $ 14.3 |
Acquisitions - Summary of the C
Acquisitions - Summary of the Consideration Paid (Details) - Westech Investment Advisors LLC $ in Thousands | Oct. 13, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 105,262 |
Fair value of equity consideration | 40,733 |
Total purchase consideration | $ 145,995 |
Acquisitions - Summary of Provi
Acquisitions - Summary of Provisional Fair Value of the Net Assets Acquired as of the Acquisition Date (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 13, 2022 | Mar. 31, 2022 |
LIABILITIES | ||||
Lease liabilities | $ 21,718 | $ 18,558 | ||
Goodwill | 506,638 | $ 506,638 | ||
Westech Investment Advisors LLC | ||||
ASSETS | ||||
Cash and cash equivalents | $ 8,807 | |||
Accounts receivable | 12,632 | |||
Right-of-use assets | 2,904 | |||
Prepaid expenses and other assets | 378 | |||
Property and equipment | 138 | |||
Intangible assets | 49,700 | 49,700 | ||
Total assets acquired | $ 5,900 | 74,559 | $ 0 | |
LIABILITIES | ||||
Accounts payable and accrued expenses | 13,555 | |||
Lease liabilities | 2,957 | |||
Total liabilities assumed | 16,512 | |||
Net identifiable assets acquired | 58,047 | |||
Goodwill | 87,948 | |||
Net assets acquired | $ 145,995 |
Acquisitions - Summary of the P
Acquisitions - Summary of the Provisional Fair Value of Identifiable Intangible Assets Acquired (Details) - Westech Investment Advisors LLC - USD ($) $ in Thousands | Oct. 13, 2022 | Mar. 31, 2023 |
Business Acquisition [Line Items] | ||
Fair value of identifiable intangible assets | $ 49,700 | $ 49,700 |
Management and Advisory Contracts | ||
Business Acquisition [Line Items] | ||
Fair value of identifiable intangible assets | $ 42,900 | |
Weighted-Average Amortization Period | 9 years | |
Trade names | ||
Business Acquisition [Line Items] | ||
Fair value of identifiable intangible assets | $ 6,800 | |
Weighted-Average Amortization Period | 10 years |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Condensed Consolidated Results of Operations Attributable to Acquisitions (Details) - Westech Investment Advisors LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 57,253 | $ 52,347 |
Net income attributable to P10 | $ 605 | $ 5,636 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Aggregate membership units | 2,857,974 | |||
Line of credit | $ 125,000 | |||
Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Line of credit | $ 10,000 | |||
Revolver facility | 77,900 | $ 80,900 | ||
Westech Investment Advisors LLC | ||||
Business Acquisition [Line Items] | ||||
Business acquisition effective date | Oct. 13, 2022 | |||
Aggregate membership units | 3,916,666 | |||
Expenses related to business acquisition | 3,200 | |||
Purchase consideration | $ 145,995 | |||
Payments to acquire business | 105,262 | |||
Business acquisition, goodwill, expected tax deductible amount | 87,900 | |||
Net identifiable assets acquired | 58,047 | |||
Westech Investment Advisors LLC | Professional Fees | ||||
Business Acquisition [Line Items] | ||||
Expenses related to business acquisition | $ 0 | $ 0 | ||
Westech Investment Advisors LLC | Term Loan | ||||
Business Acquisition [Line Items] | ||||
Line of credit | 87,500 | |||
Withdraw in cash | 87,500 | |||
Westech Investment Advisors LLC | Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Line of credit | 37,500 | |||
Revolver facility | $ 6,000 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue By Product (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 57,253 | $ 43,281 |
Management and Advisory Fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 56,587 | 43,027 |
Subscriptions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 134 | 162 |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 532 | $ 92 |
Strategic Alliance Expense - Ad
Strategic Alliance Expense - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Strategic alliance expense | $ 403 | $ 152 |
Accrued expenses | $ 200 | |
Third Party [Member] | Bonaccord [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Percentage of net management fee earnings rights | 15% | |
Bonaccord Fund II [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Percentage of Equity Rights Available to Acquire Equity Interest In Acquiree Percentage | 5% | |
Percentage of Additional Net Management Fee Earnings Rights | 5% | |
Bonaccord Fund III [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Investment Company, Committed Capital | $ 5,000 | |
Percentage of Equity Rights Available to Acquire Equity Interest In Acquiree Percentage | 4.90% | |
Maximum [Member] | Bonaccord Fund II [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Investment Company, Committed Capital | $ 250,000 | |
Minimum [Member] | Bonaccord Fund II [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Investment Company, Committed Capital | $ 5,000 |
Note Receivable - Additional In
Note Receivable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Due from related parties | $ 41,056 | $ 36,538 | |
Interest paid | 100 | ||
Interest received | 100 | ||
Interest Paid Capitalized | 100 | ||
BCP Partners Holdings, LP | Promissory Note | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Note to partners | 5,000 | ||
Amount drawn from notes | $ 4,400 | ||
Notes, interest rate description | The note will earn interest at the greater of (i) the applicable federal rate that must be charged to avoid imputation of interest under Section 1274(d) of the U.S. Internal Revenue Code and (ii) 5.5%. Interest will be paid on December 31st of each year commencing December 31, 2021, with any unpaid accrued interest being capitalized and added to the outstanding principal balance | ||
Due from related parties | $ 4,400 | $ 4,200 | |
Maturity Date | Sep. 30, 2031 | ||
Interest rate of notes | 5.50% | ||
Interest revenue | $ 100 | $ 100 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,495 | $ 5,029 |
Less: accumulated depreciation | (2,288) | (2,151) |
Total property and equipment, net | 3,207 | 2,878 |
Computers and Purchased Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,331 | 631 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,589 | 2,201 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,575 | $ 2,197 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 506,638 |
Purchase price adjustment | 0 |
Increase from acquisitions | 0 |
Goodwill, Ending Balance | $ 506,638 |
Goodwill and Intangibles - Sc_2
Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 17,394 | $ 17,380 |
Total Finite-lived intangible assets, gross carrying amount | 224,707 | 224,691 |
Intangible assets, accumulated amortization | (97,524) | (90,276) |
Total amortization | 127,183 | 134,415 |
Total intangible assets, gross carrying amount | 242,101 | 242,071 |
Intangible Assets, Net (Excluding Goodwill), Total | 144,577 | 151,795 |
Trade Name | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total Finite-lived intangible assets, gross carrying amount | 28,240 | 28,251 |
Intangible assets, accumulated amortization | (4,051) | (3,472) |
Total amortization | 24,189 | 24,779 |
Management and Advisory Contracts | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total Finite-lived intangible assets, gross carrying amount | 194,066 | 194,066 |
Intangible assets, accumulated amortization | (92,081) | (85,563) |
Total amortization | 101,985 | 108,503 |
Technology | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 30 | 30 |
Total Finite-lived intangible assets, gross carrying amount | 2,401 | 2,374 |
Intangible assets, accumulated amortization | (1,392) | (1,241) |
Total amortization | 1,009 | 1,133 |
Trade names | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 17,364 | $ 17,350 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Trade names | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total amortized life | 16 years |
Trade names | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total amortized life | 7 years |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total amortized life | 4 years |
Goodwill and Intangibles - Esti
Goodwill and Intangibles - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 22,911 | |
2024 | 26,842 | |
2025 | 22,414 | |
2026 | 17,662 | |
2027 | 12,811 | |
Thereafter | 24,543 | |
Total amortization | $ 127,183 | $ 134,415 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 8,000 | ||
Contingent consideration obligation | 14,300 | $ 14,300 | |
Contingent consideration obligation | 8,000 | ||
Contingent consideration expense | 390 | $ 127 | |
Bonaccord | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Earnout payment | 20,000 | ||
Contingent consideration obligation | 11,600 | ||
Contingent consideration expense | 300 | $ 100 | |
Hark | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 5,400 | ||
Contingent consideration obligation | 5,400 | ||
Contingent consideration expense | 100 | ||
Hark | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 5,400 | ||
Contingent consideration obligation | $ 5,400 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligation | $ 14,300 | $ 14,300 |
Fair Value Measurements Recurring Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligation | 17,039 | 17,337 |
Total liabilities | 17,039 | 17,337 |
Fair Value Measurements Recurring Member | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligation | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value Measurements Recurring Member | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligation | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value Measurements Recurring Member | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligation | 17,039 | 17,337 |
Total liabilities | $ 17,039 | $ 17,337 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in the Fair Value of Level III Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Balance, beginning of year: | $ 17,337 | $ 22,963 |
Additions | $ 0 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | Net Income (Loss), Including Portion Attributable to Noncontrolling Interest |
Change in fair value | $ (390) | $ 127 |
Settlements | (688) | |
Balance, end of year: | $ 17,039 | $ 23,090 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Assets of the consolidated variable interest entities | $ 834,631 | $ 826,360 |
Total Liabilities | 404,222 | 392,477 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Assets of the consolidated variable interest entities | 500,200 | 568,000 |
Total Liabilities | $ 79,300 | $ 96,300 |
Investment In Unconsolidated _2
Investment In Unconsolidated Subsidiaries - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (Loss) from Equity Method Investments | $ 114 | $ 326 | |
Enhanced Capital Group LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in unconsolidated subsidiaries | 2,400 | $ 2,300 | |
Enhanced Capital Group LLC | Asset Management Businesses | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in unconsolidated subsidiaries | 200 | 2,100 | |
Income (Loss) from Equity Method Investments | 100 | 300 | |
Partners' Capital Account, Contributions | 0 | 0 | |
Partners' Capital Account, Distributions | 0 | 100 | |
Enhanced Capital Group LLC | Tax Credit Finance Businesses | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in unconsolidated subsidiaries | 2,200 | $ 200 | |
Enhanced Tax Credit Finance, LLC | Tax Credit Finance Businesses | |||
Schedule of Equity Method Investments [Line Items] | |||
Partners' Capital Account, Contributions | 0 | 0 | |
Partners' Capital Account, Distributions | $ 0 | $ 0 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 22, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Total debt obligations | $ 283,897 | $ 289,224 | |
Term Loan | |||
Line of Credit Facility [Line Items] | |||
Debt issuance costs | (1,295) | (1,393) | |
Term Loan | 209,844 | 212,500 | |
Total debt obligations | 208,549 | 211,107 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Revolver facility | 77,900 | 80,900 | |
Debt issuance costs | (2,552) | (2,783) | |
Revolver facility, net | 75,348 | 78,117 | |
Total debt obligations | $ 77,900 | $ 80,900 | |
Revolving Credit Facility | Term Loan | |||
Line of Credit Facility [Line Items] | |||
Term Loan | $ 125,000 |
Debt Obligations - Summary of T
Debt Obligations - Summary of Terms of Debt Obligations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |
Aggregate Facility Size | $ 375,000 |
Outstanding Debt | 287,744 |
Amount Available | 84,600 |
Net Carrying Value | $ 283,897 |
Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Maturity Date | Dec. 22, 2025 |
Aggregate Facility Size | $ 162,500 |
Outstanding Debt | 77,900 |
Amount Available | 84,600 |
Net Carrying Value | $ 75,348 |
Weighted Average Interest Rate | 6.20% |
Term Loan | |
Line of Credit Facility [Line Items] | |
Maturity Date | Dec. 22, 2025 |
Aggregate Facility Size | $ 212,500 |
Outstanding Debt | 209,844 |
Amount Available | 0 |
Net Carrying Value | $ 208,549 |
Weighted Average Interest Rate | 6.62% |
Term Loan | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Maturity Date | Dec. 22, 2025 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 22, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | Oct. 13, 2022 | |
Line of Credit Facility [Line Items] | ||||||
Long-term debt | $ 283,897 | $ 289,224 | ||||
Line of credit | $ 125,000 | |||||
Amortization of debt issuance costs | 300 | $ 200 | ||||
Debt issuance costs | $ 0 | 8 | ||||
Interest expense | $ 900 | |||||
Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable maturity date | Dec. 22, 2025 | |||||
Long-term debt | $ 77,900 | 80,900 | ||||
Line of credit | $ 10,000 | |||||
Interest rate above prime rate | 0.25% | |||||
Matures date | Jun. 15, 2022 | |||||
Available balance | $ 125,000 | |||||
Line of credit facility with accordian feature | $ 37,500 | |||||
Term Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable maturity date | Dec. 22, 2025 | |||||
Long-term debt | $ 208,549 | 211,107 | ||||
Interest expense | 4,800 | |||||
Term Loan | $ 209,844 | 212,500 | ||||
Line of credit facility with accordian feature | $ 87,500 | |||||
Term Loan | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Notes payable maturity date | Dec. 22, 2025 | |||||
Unamortized debt issuance expense | $ 3,800 | $ 4,200 | ||||
Term Loan | 125,000 | |||||
Line of credit facility with accordian feature | $ 125,000 | |||||
Term SOFR Loans Member | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal contractually repaid rate | 1.25% | |||||
Interest Rate Plus | 2.10% |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Mar. 31, 2022 USD ($) |
Debt Instrument, Redemption [Line Items] | |
2023 | $ 7,969 |
2024 | 10,625 |
2025 | 269,150 |
Long-term Debt, Total | $ 287,744 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Aug. 01, 2022 | Jul. 06, 2022 | Jan. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Reimbursable expenses | $ 5,500,000 | $ 1,600,000 | ||||||
Intercompany services | 3,842,000 | $ 2,612,000 | ||||||
Accounts receivable related parties | 16,000,000 | $ 2,400,000 | 2,400,000 | |||||
Accounts receivable | 16,000,000 | 2,400,000 | 2,400,000 | |||||
Management And Advisory Fees | 57,253,000 | 43,281,000 | ||||||
Due from related parties | 41,056,000 | 36,538,000 | 36,538,000 | |||||
Revenue recognized from advisory fees | $ 45,900,000 | |||||||
Advisory Agreement Member | ||||||||
Related Party Transaction [Line Items] | ||||||||
Service fee | 1.50% | 0.375% | ||||||
Advisory Agreement Member | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Incentive fee | 15% | |||||||
Advisory Agreement Member | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Hurdle Rate | 7% | |||||||
Common Stock Purchase Agreement Member | Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued | 1,394,052 | 4,646,840 | ||||||
Shares issued, price per share | $ 10.76 | $ 10.76 | ||||||
Stock issued during period value new issues | $ 50,000,000 | |||||||
Acquisition Partners, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts receivable related parties | $ 10,500,000 | 800,000 | 800,000 | |||||
Accounts receivable | 10,500,000 | 800,000 | 800,000 | |||||
210 Capital LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent expense | $ 20,300 | 100,000 | 100,000 | |||||
Lease expiration date | Dec. 31, 2029 | |||||||
Additional contributed amount of office space | 3,400 | |||||||
Enhanced Capital Group LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory Fees | $ 76,000,000 | 98,000,000 | $ 22,000,000 | $ 22,000,000 | ||||
Advisory fee term | 7 years | 7 years | 7 years | |||||
Due from related parties | 33,800,000 | $ 28,500,000 | $ 28,500,000 | |||||
Enhanced Capital Holding Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Compensation And Benefits | 3,200,000 | 2,200,000 | ||||||
Advisory Fees | Enhanced Capital Group LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management And Advisory Fees | 4,900,000 | 4,300,000 | ||||||
Management and Advisory Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management And Advisory Fees | 56,587,000 | 43,027,000 | ||||||
Management and Advisory Fees | Common Stock Purchase Agreement Member | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management And Advisory Fees | 100,000 | 0 | ||||||
Management and Advisory Fees | Crossroads Impact Corp | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management And Advisory Fees | $ 2,300,000 | $ 400,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 13, 2022 | |
Loss Contingencies [Line Items] | ||||
Accrued compensation and benefits | $ 26,643 | $ 18,900 | ||
Compensation and benefits | 35,642 | $ 18,494 | ||
Accrued contingent liability | 14,300 | 14,300 | ||
Contingent payments to customers asset | 13,300 | 13,600 | ||
Operating Expense | ||||
Loss Contingencies [Line Items] | ||||
Rent expense | 800 | 500 | ||
Management and Advisory Fees | ||||
Loss Contingencies [Line Items] | ||||
Amortization of contingent payments to customers | 400 | 0 | ||
Westech Investment Advisors LLC | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment | 70,000 | |||
Earnout payment recognized | 5,900 | 0 | $ 74,559 | |
Accrued compensation and benefits | 11,100 | 5,200 | ||
Westech Investment Advisors LLC | Milestone 1 | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment milestone recognized | 35,000 | |||
Westech Investment Advisors LLC | Milestone 2 | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment milestone recognized | 17,500 | |||
Westech Investment Advisors LLC | Milestone 3 | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment milestone recognized | 17,500 | |||
Westech Investment Advisors LLC | EBITDA | Milestone 1 | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment milestone recognized | 20,000 | |||
Westech Investment Advisors LLC | EBITDA | Milestone 2 | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment milestone recognized | 22,500 | |||
Westech Investment Advisors LLC | EBITDA | Milestone 3 | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment milestone recognized | 25,000 | |||
Westech Investment Advisors LLC | Sellers | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment | 50,000 | |||
Westech Investment Advisors LLC | Employees | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment | 20,000 | |||
Westech Investment Advisors LLC, Bonus | ||||
Loss Contingencies [Line Items] | ||||
Accrued compensation and benefits | 900 | $ 400 | ||
Compensation and benefits | 500 | $ 0 | ||
Minimum | Westech Investment Advisors LLC, Bonus | ||||
Loss Contingencies [Line Items] | ||||
Bonus payment | 20,000 | |||
Maximum | Westech Investment Advisors LLC | ||||
Loss Contingencies [Line Items] | ||||
Earnout payment | 70,000 | |||
Maximum | Westech Investment Advisors LLC, Bonus | ||||
Loss Contingencies [Line Items] | ||||
Cash payment | 5,000 | |||
Maximum bonus payment | $ 10,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Company's Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Operating lease right-of-use assets | $ 18,740 | $ 15,923 |
Operating lease liabilities | 21,718 | $ 18,558 |
Cash paid for lease liabilities | $ 590 | |
Weighted-average remaining lease term (in years) | 7 years 4 months 28 days | |
Weighted-average discount rate | 3.26% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Contractual Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | ||
2023 | $ 2,431 | |
2024 | 3,959 | |
2025 | 3,213 | |
2026 | 2,920 | |
2027 | 2,871 | |
Thereafter | 10,295 | |
Total undiscounted lease payments | 25,689 | |
Less imputed interest | (3,971) | |
Operating lease liabilities | $ 21,718 | $ 18,558 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective rate | 28.64% |
Valuation allowance for deferred tax assets | $ 12.8 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||
Oct. 21, 2022 | Aug. 16, 2022 | Jun. 17, 2022 | Mar. 15, 2022 | Jul. 20, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ 7 | ||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 3 years 7 months 24 days | ||||||
Stock-based compensation expense | $ 7.1 | $ 1.5 | |||||
Stock purchased under share buyback | $ 1.1 | ||||||
Share buyback program | 12,500,000 | ||||||
Fair market value option price | $ 11.83 | ||||||
Negotiated discount | 2.50% | ||||||
Stock Options | 2018 Incentive Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock issued during period total shares issued for reverse stock splits | 9,300,000 | ||||||
Number of shares authorized | 14,300,000 | 6,300,000 | |||||
Number of additional shares authorized | 4,000,000 | 5,000,000 | |||||
Date of grant | 10 years | ||||||
Number of shares available for grant | 3,378,921 | ||||||
Stock Options | 2018 Incentive Plan | Minimum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock Options | 2018 Incentive Plan | Maximum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting period | 5 years | ||||||
Stock Options | 2021 Stock Incentive Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares available for grant | 3,000,000 | ||||||
Bonaccord Units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ 6.9 | ||||||
Stock-based compensation expense | $ 3.6 | ||||||
Future achievement of performance metrics | $ 17.5 | ||||||
Employee performance obligation met | 345,765 | ||||||
Hark Units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0.3 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Beginning balance | 10,612,231 | |
Granted | 2,857,974 | |
Exercised | (529,090) | |
Settled | 0 | |
Expired/Forfeited | (76,125) | |
Number of Shares, Ending balance | 12,864,990 | 10,612,231 |
Number of Shares, Exercisable | 884,415 | |
Weighted Average Exercise Price, Beginning balance | $ 7.25 | |
Granted | 10.01 | |
Exercised | 2.04 | |
Settled | 0 | |
Expired/Forfeited | 10.41 | |
Weighted Average Exercise Price, Ending balance | 8.13 | $ 7.25 |
Exercisable as of December 31, 2022 | $ 2.63 | |
Weighted Average Contractual Life Remaining (in years), Outstanding | 8 years 7 months 2 days | 8 years 1 month 2 days |
Weighted Average Contractual Life Remaining (in years), Exercisable | 5 years 2 months 8 days | |
Aggregate Intrinsic Value, Beginning balance | $ 39,004,141 | |
Aggregate Intrinsic Value, Ending balance | 31,079,578 | $ 39,004,141 |
Aggregate Intrinsic Value Exercisable | $ 6,616,316 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Weighted Average Assumptions Used in Calculating Fair Value of Stock Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected life | 7 years 6 months | 7 years 6 months |
Expected volatility | 38.77% | 35.40% |
Risk-free interest rate | 4.08% | 1.83% |
Expected dividend yield | 1.13% | 0% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, Beginning Balance | shares | 33,346 |
Granted | shares | 0 |
Vested | shares | 0 |
Forfeited | shares | 0 |
Number of Shares, Ending Balance | shares | 33,346 |
Weighted-Average Grant Date Fair Value Per RSU | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 12.37 |
Granted | $ / shares | 0 |
Vested | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 12.37 |
Restricted Stock Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, Beginning Balance | shares | 508,135 |
Granted | shares | 906,343 |
Vested | shares | (508,135) |
Forfeited | shares | 0 |
Number of Shares, Ending Balance | shares | 906,343 |
Weighted-Average Grant Date Fair Value Per RSU | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 11.34 |
Granted | $ / shares | 9.93 |
Vested | $ / shares | 12.30 |
Forfeited | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 9.93 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Numerator for basic calculation - Net income attributable to P10 | $ 605 | $ 7,792 |
Net income attributable to noncontrolling interest in P10 Intermediate | 164 | 0 |
Numerator for earnings per share assuming dilution | $ 769 | $ 7,792 |
Denominator: | ||
Denominator for basic calculation - Weighted-average shares | 115,921 | 117,193 |
Weighted shares assumed upon exercise of partnership units | 3,917 | |
Weighted shares assumed upon exercise of stock options | 4,088 | 4,344 |
Denominator for earnings per share assuming dilution | 123,926 | 121,537 |
Earnings per share - basic | $ 0.01 | $ 0.07 |
Earnings per share - diluted | $ 0.01 | $ 0.06 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options | Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 5.1 | 0.2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Jun. 30, 2023 | May 12, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Non cash stock based compensation expense | $ 10,240 | $ 0 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Non cash stock based compensation expense | $ 5,900 | |||
Scenario Forecast [Member] | Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per share | $ 0.0325 | |||
Scenario Forecast [Member] | Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per share | $ 0.0325 |