Ridgepost Capital, Inc. 10-K

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis relates to the activities and operations of P10. As used in this section, “P10,” the “Company”, “we” or “our” includes P10 and only its consolidated subsidiaries. The following information should be read in conjunction with our selected financial and operating data and the accompanying consolidated financial statements and related notes contained elsewhere in this annual report on Form 10-K. Our historical results discussed below, and the way we evaluate our results, may differ significantly from the descriptions of our business and key metrics used elsewhere in this annual report on Form 10-K due to the effects of acquisitions which occurred during the year ended December 31, 2020 and 2021, but may not have had a material impact on our statements of operations due to the limited period of time which they were included in our consolidated results. This annual report reflects the historical results of operations and financial position of P10 Holdings, our predecessor for accounting purposes, prior to the Reorganization and IPO. The following discussion may contain forward-looking statements that reflects our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Form 10-K, particularly in "Risk Factors", the "Summary of Risk Factors" and the "Forward-Looking Information." Unless otherwise indicated, references in this Annual Report on Form 10-K to fiscal 2021, fiscal 2020 and fiscal 2019 are to our fiscal years ended December 31, 2021, 2020 and 2019, respectively. Business Overview We are a leading 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 highly attractive asset classes and geographies that generate superior risk-adjusted returns. Our success and growth have been driven by our position in the private markets’ ecosystem, providing investors with specialized private market solutions across a comprehensive set of investment strategies, including primary investment funds, secondary investment, direct investment and co-investments and advisory solutions. As investors entrust us with additional capital, our relationships with our fund managers are strengthened, which drives additional investment opportunities, sources more data, enables portfolio optimization and enhances returns, and in turn attracts new investors. During the year ended December 31, 2020, we completed several acquisitions to expand the private market solutions available to our investors. On April 1, 2020, we completed our acquisition of Five Points to serve as our Private Credit solution (which also offers certain private equity solutions). Five Points’ results are included in our Consolidated Statements of Operations for the period from April 1, 2020 through December 31, 2020 and for the twelve months ended December 31, 2021. On October 2, 2020, we completed our acquisition of TrueBridge Capital Partners, LLC (TrueBridge) to serve as our Venture Capital solution. TrueBridge’s results are included in our Consolidated Statements of Operations for the period from October 2, 2020 through December 31, 2020 and for the twelve months ended December 31, 2021. On December 14, 2020, we completed our acquisition of 100% of the equity interest in ECG to serve as our Impact Investing solution. ECG’s results are included in our Consolidated Statements of Operations for the period from December 14, 2020 through December 31, 2020 and for the twelve months ended December 31, 2021. These acquisitions were accounted for as business combinations, and these entities are reported as consolidated subsidiaries of P10. Additionally, on December 14, 2020, we completed our acquisition of approximately 49% of the voting interests and 50% of the economic interests in ECP, which is a related party of ECG. As we only acquired a non-controlling interest in ECP, it is reported as an equity method investment in accordance with ASC 323. On September 30, 2021, we completed the acquisitions of Hark and Bonaccord to further expand on solutions available to our investors. The effect of these acquisitions is reflected in our Consolidated Balance Sheet at December 31, 2021 and the Consolidated Statement of Operations from September 30, 2021 to December 31, 2021. These acquisitions were accounted for as business combinations and are reported as consolidated subsidiaries of P10. On October 20, 2021, 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, which is a wholly owned subsidiary of P10, and its consolidated subsidiaries, including the convertible preferred units of P10 Intermediate 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. Net proceeds from the sale of our Class A common stock, after deducting underwriting discounts and commissions but before expenses was approximately $129.4 million. The proceeds were used to pay down $86.8 million of outstanding term loan balance, to pay down $12.4 million of RCP Seller Notes and $1.1 million to cash settle certain option awards, $1.0 million to fund the dividend on P10 Intermediate's preferred stock and $4.5 million to pay expenses incurred in connection with the offering. 68 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 shares of Class A common stock are entitled to one vote. On December 22, 2021, P10 entered into a $250 million credit agreement with a syndicate of banks, including JP Morgan Chase Bank and Texas Capital Bank as joint lead arrangers and bookrunners, which provided for a term loan facility in an aggregate principal amount of $125 million (the "term loan") and revolving commitments in an aggregate principal amount of $125 million (the "revolver") with a four year term and an additional $125 million accordion feature. The variable interest rate is 210 basis points over the Secured Overnight Financing Rate ("SOFR"). Proceeds were used to pay down the previous credit facility with HPS and related transaction expenses, pay off Seller's Notes related to the RCP acquisition and to finance working capital needs and for general corporate purposes. As of December 31, 2021, the company paid off the previous facility, drawing down the entire $125 million term facility and drew down $91 million on the revolver. As of December 31, 2021, our private market solutions were comprised of the following: • Private Equity Solutions (PES) . Under PES, we make direct and indirect investments in middle and lower- middle market private equity across North America. PES also makes minority equity investments in a diversified portfolio of mid-sized managers across private equity, private credit, real estate and real assets. The PES investment team, which is comprised of 42 investment professionals with an average of 24+ years of experience, has deep and long-standing investor and fund manager relationships in the middle and lower-middle market which it has cultivated over the past 20 years, including over 1,800+ investors, 200+ fund managers, 375+ private market funds and 1,900+ portfolio companies. We have 44 active investment vehicles. PES occupies a differentiated position within the private markets ecosystem helping our investors access, perform due diligence, analyze and invest in what we believe are attractive middle and lower-middle market private equity opportunities. We are further differentiated by the scale, depth, diversity and accuracy of our constantly expanding proprietary private markets database that contains comprehensive information on more than 4,900 investment firms, 9,000 funds, 42,000 individual transactions, 28,000 private companies and 250,000 financial metrics. As of December 31, 2021, PES managed $9.7 billion of FPAUM. • Venture Capital Solutions (VCS). Under VCS, we make investments in venture capital funds across North America and specialize in targeting high-performing, access-constrained opportunities. The VCS investment team, which is comprised of 14 investment professionals with an average of 20+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated over the past 14+ years, including over 540+ investors, 60+ fund managers, 55 direct investments, 230+ private market funds and 6,500+ portfolio companies. We have 12 active investment vehicles. Our VCS solution is differentiated by our innovative strategic partnerships and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors. In addition, since 2011, we have partnered with Forbes to publish the Midas List, a ranking of the top value-creating venture capitalists. As of December 31, 2021, VCS managed $4.7 billion of FPAUM. • Impact Investing Solutions (IIS). Under IIS, we make equity, tax equity, and debt investments in impact initiatives across North America. IIS primarily targets investments in renewable energy development and historic building renovation projects, as well as providing capital to small businesses that are women or minority owned or operating in underserved communities. The IIS investment team, which is comprised of 12 investment professionals with an average of 21+ years of experience, has deep and long-standing relationships in the impact market which it has cultivated over the past 20 years, including deploying capital on behalf of over 82 investors. We currently have 34 active investment vehicles. We are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of our track record. We have collectively deployed over $4.8 billion into 700+ projects, supporting 390+ businesses across 38 states, Washington DC and Puerto Rico since 2000. We have invested $2.6 billion in Impact Assets across our Small Business Lending, Impact Real Estate and Climate Finance Strategies. Investments in solar assets will generate 16 billion KWh of renewable energy over the lifetime of the portfolio. As of December 31, 2021, IIS managed $1.7 billion of FPAUM . • Private Credit Solutions (PCS). Under PCS, we primarily make debt investments across North America, targeting lower middle market companies owned by leading financial sponsors and also offer certain private equity solutions. PCS also provides loans to mid-life, growth equity, venture and other funds backed by the unrealized investments at the fund level and provide financing for companies that would otherwise require equity. The PCS investment team, which is comprised of 25 investment professionals with an average of 22+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated over the past 22 years, including 240+ investors across 5 active investment vehicles and 185+ portfolio 69 companies with over $1.9+ billion capital deployed. Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented companies. We are further synergistically strengthened by our PES network of fund managers, characterized by more than 575 credit opportunities annually. We currently maintain 45+ active sponsor relationships and have 60+ platform investments. As of December 31, 2021, PCS managed $1.2 billion of FPAUM. Sources of Revenue Our sources of revenue currently include fund management fee contracts, advisory service fee contracts, consulting agreements, referral fees, subscriptions and other services. The majority of our revenues are generated through long-term, fixed fee management and advisory contracts with our investors for providing investment solutions in the following vehicles for our investors: • Primary Investment Funds. Primary investment funds refer to investment vehicles which target investments in new private markets funds, which in turn invest directly in portfolio companies. P10’s primary investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor. Primary investments are made during a fundraising period in the form of capital commitments, which are called upon by the fund manager and utilized to finance its investments in portfolio companies during a predefined investment period. We receive a fee stream that is typically based on our investor’s committed, locked-in capital; capital commitments that typically average ten to fifteen years, though they may vary by fund and strategy. We offer primary investment funds across private equity and venture capital solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our primary funds comprise approximately $10.7 billion of our FPAUM as of December 31, 2021. • Direct and Co-Investment Funds. Direct and co-investments involve acquiring an equity interest in or making a loan to an operating company, project, property, alternative asset manager, or asset, typically by co-investing alongside an investment by a fund manager or by investing directly in the underlying asset. P10’s direct and co- investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor. Capital committed to direct investments and co-investments is typically invested immediately, thereby advancing the timing of expected returns on investment. We typically receive fees from investors based upon committed capital, with some funds receiving fees based on invested capital; capital commitments, typically average ten to fifteen years, though they may vary by fund. We offer direct and co-investment funds across our private equity, venture capital, impact investing and private credit solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our direct investing platform comprises approximately $5.3 billion of our FPAUM as of December 31, 2021. • Secondaries. Secondaries refer to investments in existing private markets funds through the acquisition of an existing interest in a private markets fund by one investor from another in a negotiated transaction. In so doing, the buyer agrees to take on future funding obligations in exchange for future returns and distributions. Because secondary investments are generally made when a primary investment fund is three to seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more mature. We typically receive fees from investors on committed capital for a decade, the typical life of the fund. We currently offer secondaries funds across our private equity solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our secondary funds comprise approximately $1.3 billion of our FPAUM as of December 31, 2021. Operating Segments We operate 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. Trends Affecting Our Business Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions in the North American markets which we operate, as well as changes in global economic conditions, including the effects of COVID-19 as described below, and regulatory or other governmental policies or actions can materially affect the values of the funds our platforms manage, as well as our ability to effectively manage investments. With interest rates remaining historically low, we continue to see investors turning towards alternative investments to achieve higher yields. 70 The continued growth of our business may be influenced by several factors, including the following market trends: • Accelerating demand for private markets solutions. Our ability to attract new capital is dependent on investor demand for private markets solutions. We believe the composition of public markets is fundamentally shifting and will drive growth in private markets investing as fewer companies elect to become public corporations, while more companies are choosing to stay privately held or return to being privately held. Furthermore, investors continue to increase their exposure to passive strategies in search for lower fee alternatives as relative returns in active public market strategies have compressed. We believe the continued move away from active public market strategies into passive strategies will support growth in private market solutions as investors seek higher risk-adjusted returns. Additional trends driving investor demand are 1) increasing long-term investor allocations towards private market asset classes, 2) legislation that allows retirement plans to add private equity vehicles as an investment option, and 3) the adoption of Environmental, Social, and Corporate Governance (“ESG”) and impact investing by the institutional and high net worth investor community. • Favorable lower and lower-middle market dynamics, and data driven sourcing. We attribute our strong investment performance track record to several factors, including: our broad private market relationships and access to fund managers and investments, our diligent and responsible investment process, our tenured investing experience and our premier data, technology, and analytic capabilities. Our ability to continue generating strong returns will be impacted by lower and lower-middle market dynamics and our ability to source deals efficiently and effectively using data analytics. As more companies choose to remain private, we believe smaller companies will continue to dominate market supply, with significantly less capital in pursuit. This favorable lower and lower-middle market dynamic implies a larger pool of opportunities at compelling purchase price valuations with significant return potential. In addition, our premier data and analytic capabilities, driven by our proprietary database, support our robust and disciplined sourcing criteria, which fuels our highly selective investment process. Our database stores and organizes a universe of managers and opportunities with powerful tracking metrics that we believe drive optimal portfolio management and monitoring and enable a portfolio grading system, as well as repository of investment evaluation scorecards. Our ability to maintain our data advantage is dependent on a number of factors, including our continued access to a broad set of private market information on an on-going basis. • Expanding asset class solutions, broaden geographic reach and grow private markets network effect. Our ability to continue growing is impacted by our scalability and ability to maximize investor relationships. The purview of private markets has meaningfully broadened over the last decade. As investors increase their allocations to private markets investments, we believe the demand for asset class diversification will rise. Furthermore, as part of this evolution we believe investors will seek out private market solutions providers with scale and an ability to deliver multiple asset classes and vehicle solutions to streamline relationships and pursue cost efficiency. Our scalable business model is well positioned to expand and grow our footprint as we develop our position within the private markets ecosystem to further leverage our synergistic solutions offering. We currently have a leading presence in North America, but believe that expanding our investor presence into international markets can be a significant growth driver for our business as investors continue to seek geographically diverse private market exposure. Further, expanding into additional asset class solutions will enable us to further enhance our integrated network effect across private markets by, among other benefits, fostering deeper manager relationships. We believe that the growing number of private markets focused fund managers increases the operational burden on investors and will lead to a greater reliance on highly trusted advisors to help investors navigate the complexity associated with multi- asset class manager selection. • Increasing regulatory requirements and political uncertainty. The complex regulatory and tax environment could restrict our operations and subject us to increased compliance costs and administrative burdens, as well as restrictions on our business activities. There is additional uncertainty around potential legal, regulatory, and tax changes, which may impact our profitability or impact our ability to operate and grow our business. • Our ability to raise capital in order to fund acquisitions and strategic growth initiatives. In addition to organic growth of our existing solutions and services, our growth will continue to depend, in part, on our ability to identify, evaluate and acquire high performing and high-quality asset management businesses in order to expand our team of asset managers and advisors, as well as expand the industries and end markets which we serve. These acquisitions may require us to raise additional capital through debt financing or the issuance of equity securities. Our ability to obtain debt with acceptable terms will be influenced by the corporate debt markets and prevailing interest rates, as well as our current credit worthiness. The funding available through the issuance of equity securities will be determined in part by the market price of our shares. 71 • Increased competition to work with top private equity fund managers. There has been a trend amongst larger private markets investors to consolidate the number of general partners in which they invest and work with. At times, this has led to certain funds being oversubscribed due to the increasing flow of capital. This has resulted in some investors, primarily smaller investors or less strategically important investors, not being able to gain access to certain funds. Our ability to invest and maintain our sphere of influence with these high-performing fund managers is critical to our investors’ success and our ability to maintain our competitive position and grow our revenue. • Data advantage relative to competitors. We believe that the general trend towards transparency and consistency in private markets reporting will create new opportunities for us to leverage our databases and analytical capabilities. We intend to use these advantages afforded to us by our proprietary databases, analytical tools and deep industry knowledge to drive our performance, provide our clients with customized solutions across private markets asset classes and continue to differentiate our products and services from those of our competitors. Our ability to maintain our data advantage is dependent on a number of factors, including our continued access to a broad set of private market information on an on-going basis, as well as our ability to maintain our investment scale, considering the evolving competitive landscape and potential industry consolidation. COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) a global pandemic, which has resulted in significant disruption and uncertainty in the global economic markets. The full extent of the operational and financial impact the COVID-19 pandemic may have on the Company has yet to be determined and is dependent on its duration and spread, the effectiveness of treatments and measures of prevention, and any related operational restrictions and the overall economy. Currently, we have activated our Business Continuity Plan, which assures the ability for all aspects of our business to continue operating without interruption. We are unable to accurately predict how COVID-19 will affect the results of our operations because the virus’s severity, the effectiveness, availability and public acceptance of vaccines, as well as the duration of the pandemic are uncertain. However, we do not expect a significant impact to our near-term results given the structure of our contracts. While it is premature to accurately predict its full impact, the pandemic may affect our ability to raise capital for future funds. Key Financial & Operating Metrics Revenues We generate revenues primarily from management fees and advisory contracts, and to a lesser extent, other consulting arrangements and services. See Significant Accounting Policies in Note 2 of our consolidated financial statements for additional information regarding the way revenues are recognized. We earn management and advisory fees based on a percentage of investors’ capital commitments to or, in selected cases, net invested capital in, or NAV, of our investment funds. Management and advisory fees during the commitment period are charged on capital commitments and after the commitment period (or a defined anniversary of the fund’s initial closing) is reduced by a percentage of the management and advisory fees for the preceding years or charged on net invested capital or NAV, in selected cases. Fee schedules are generally fixed and set for the expected life of the funds, which typically are between ten to fifteen years. These fees are typically staged to decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to investors. We also earn revenues through catch-up fees ("catch up fees") on the funds we manage. Catch-up fees are earned from investors that make commitments to the fund after the first fund closing occurs during the fundraising period of funds originally launched in prior periods, and as such the investors are required to pay a catch-up fee as if they had committed to the fund at the first closing. While catch-up fees are not a significant component of our overall revenue stream, they may result in a temporary increase in our revenues in the period in which they are recognized. Other revenue consists of subscription and consulting agreements and referral fees that we offer in certain cases. Subscription and consulting agreements provide advisory and/or reporting services to our investors such as monitoring and reporting on an investor’s existing private markets investments. 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 revenue on our Consolidated Balance Sheets. Referral fee revenue is recognized upon closing of opportunities where we have referred credit opportunities that do not match our investment criteria. 72 Operating Expenses Compensation and benefits are our largest expense and consists of salaries, bonuses, stock-based compensation, employee benefits and employer-related payroll taxes. Despite our general operating leverage that exists, we expect to continue to experience an incremental rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand into new markets to create new products and services. In substantially all instances, the Company does not hold carried interests in the funds that we manage. Carried interest is typically structured to stay with the investment professionals. As such, while this does not impact the compensation we pay to our employees, it allows our investment professionals to receive additional benefit and provides economic incentive for them to outperform on behalf of our investors. This structure differs from that of most of our competitors, which we believe better aligns the objectives of our stockholders, investors and investment professionals. The result is the substantial majority of our compensation and benefit expense is predictable. Professional fees primarily consist of legal, advisory, accounting and tax fees which may include services related to our strategic development opportunities such as due diligence performed in connection with potential acquisitions. Our professional fees will fluctuate commensurate with our strategic objectives and potential acquisitions, and certain recurring accounting advisory, audit and tax expenses are expected to increase as our Company has become an SEC registrant and we must comply with additional regulatory requirements. However, much of this investment was made during the first half of 2021. General, administrative and other includes occupancy, travel and entertainment, technology, insurance and other general costs associated with operating our business. Strategic alliance expense is included in operating expenses. This expense is driven by a Strategic Advisory Agreement ("SAA") that is the result of an existing agreement Bonaccord had with an investor at the time Bonaccord was acquired in exchange for a portion of net management fee earnings and net distributable carried interest at the time of acquisition. Other Income/(Expense) Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs, amortization of original issue discount and the write-off of deferred financing costs due to the repayment of previously outstanding debt. Interest expense also includes the effects of the imputed interest on certain non-interest-bearing notes payable. Income Tax Benefit Income tax benefit is comprised of current and deferred tax benefit. Current income tax benefit represents our estimated taxes to be paid or refunded for the current period. In accordance with ASC 740, Income Taxes (“ASC 740”), 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. Fee-Paying Assets Under Management, or FPAUM FPAUM reflects the assets from which we earn management and advisory fees. Our vehicles typically earn management and advisory fees based on committed capital, and in certain cases, net invested capital, depending on the fee terms. Management and advisory fees based on committed capital are not affected by market appreciation or depreciation. 73 Results of Operations For the year ended December 31, 2021, December 31, 2020, and December 31, 2019. For the Year Ended December 31, 2021 2020 2019 REVENUES (in thousands) Management and advisory fees $ 149,424 $ 66,125 $ 42,209 Other revenue 1,110 1,243 2,693 Total revenues 150,534 67,368 44,902 OPERATING EXPENSES Compensation and benefits 54,755 24,529 12,343 Professional fees 11,508 13,953 4,572 General, administrative and other 9,870 4,710 4,624 Contingent consideration expense 3,472 21 — Amortization of intangibles 30,431 15,466 10,552 Strategic alliance expense 152 — — Total operating expenses 110,188 58,679 32,091 INCOME FROM OPERATIONS 40,346 8,689 12,811 OTHER (EXPENSE)/INCOME Interest expense implied on notes payable to sellers (825 ) (988 ) (1,957 ) Interest expense, net (21,360 ) (10,732 ) (9,415 ) Loss on early extinguishment of debt (15,312 ) — — Other income 848 — — Total other (expense) (36,649 ) (11,720 ) (11,372 ) Net income/(loss) before income taxes 3,697 (3,031 ) 1,439 Income tax benefit 7,070 26,837 10,502 NET INCOME $ 10,767 $ 23,806 $ 11,941 Revenues Year Ended December 31, 2021 and December 31, 2020 Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to ten to fifteen year lock up agreements, therefore our average fee rates have remained stable at approximately 1% for the year ended December 31, 2021 and December 31, 2020. For the year ended December 31, 2021 compared to the year ended December 31, 2020, revenues increased $83.2 million or 123% due to higher management fees primarily from the impact of 2020 acquisitions. Management and advisory fees increased $83.3 million, or 126%, to $149.4 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 due primarily to the acquisitions of TrueBridge and ECG during the fourth quarter of 2020, which contributed management fee and advisory revenues of $53.8 million. Acquisitions of Five Points in the second quarter of 2020 and Bonaccord and Hark on September 30, 2021, contributed management fee and advisory revenues of $7.4 million. The remaining increase of $22.1 million represents an increase in the Company’s management fees due to increases in FPAUM, primarily from capital raised and additional fund closings during the third and fourth quarters of 2021. Catch up fees for th the twelve months ended December 31, 2021 were $6.1 million associated with the fund closings at TrueBridge and RCP. Other revenues, which represent ancillary elements of our business, decreased by $0.1 million or 11% to $1.1 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 driven primarily by a decrease of $0.1 million of interest income and $0.1 million of facility fee revenues, offset by a decrease of $0.1 million to referral fee revenues. Year Ended December 31, 2020 and December 31, 2019 Total revenues increased $22.5 million, or 50%, to $67.4 million, for the twelve months ended December 31, 2020 compared to the twelve months ended December 31, 2019, due to higher management and advisory fees, partially offset by a decrease in other revenues. Management and advisory fees increased by $23.9 million, or 57%, to $66.1 million, for fiscal 2020 compared to fiscal 2019 due primarily to the acquisitions of Five Points, TrueBridge, and ECG during fiscal 2020, which contributed management and advisory fee revenues of $21.1 million, in total. 74 The remaining increase of $2.8 million represents an increase in the Company’s legacy operations, which was primarily due from (i) having a full year of Fund XIV revenues representing a $2.7 million increase in revenues, including $0.8 million of catchup fees, (ii) the launch of Fund XV in July 2020 which contributed total revenues of $1.3 million, and (iii)a full year of Columbia FOF II representing an increase of $0.9 million for fiscal 2020. These increases were partially offset by a decrease in SOF III catch up fees of $1.4 million year-over-year, and $1.4 million due to scheduled fee step downs for RCP Fund X and Direct II. Other revenues, which represent ancillary elements of our business, decreased by $1.5 million, or 54%, year- over-year. This decrease was primarily attributable to a decrease in referral fees from one of our customers, which decreased from $1.5 million in fiscal 2019 to $0.1 million in fiscal 2020. For the Year Ended December 31, 2021 2020 2019 OPERATING EXPENSES (in thousands) Compensation and benefits $ 54,755 $ 24,529 $ 12,343 Professional fees 11,508 13,953 4,572 General, administrative, and other 9,870 4,710 4,624 Contingent consideration expense 3,472 21 — Amortization of intangibles 30,431 15,466 10,552 Strategic alliance expense 152 — — Total operating expenses $ 110,188 $ 58,679 $ 32,091 Operating Expenses Year Ended December 31, 2021 and December 31, 2020 Total operating expenses increased by $51.4 million, or 88%, to $110.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. This increase was primarily due to increases in compensation and benefits as well as amortization of intangibles associated with the acquisitions of TrueBridge, Five Points, and ECG completed in fiscal year 2020 as well as the acquisitions of Hark and Bonaccord completed on September 30, 2021. Compensation and benefits expense increased by $30.2 million, or 123%, to $54.8 million, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The primary driver for the increase in compensation and benefits were the acquisitions completed after the first quarter of 2020 which resulted in a total of $17.1 million of additional compensation expense during 2021, reflecting a full year of compensation expense. Hark and Bonaccord, which were acquired at the end of Q3 2021, contributed to $1.7 million of the increase in compensation expense. There was also an increase in headcount and compensation cost related to building out the corporate function as the Company prepared for its initial public offering of $4.0 million. A smaller driver of the increase was $1.8 million in compensation cost for acquisition related employee incentive bonuses. There was an additional $1.4 million of stock-based compensation expense incurred related to the accelerating of vesting associated with the IPO. Additionally, there was an increase in compensation cost for employees across all entities of $4.2 million due to an increase in headcount and annual salary increases. Professional fees decreased by $2.4 million, or 18%, to $11.5 million primarily driven by the decline in acquisitions from 2020 to 2021 in size and complexity. The 4.3 million decrease in professional fees due to less acquisition costs was offset by an increase at the newly acquired subsidiaries of $2.4 million due to the partial years activity in 2020. The remaining decline in professional fees was a $0.5 million decline in legal expenses at RCP. General, administrative and other increased by $5.2 million, or 110% to $9.9 million, due primarily to the acquisitions of TrueBridge, Five Points and ECG. The acquisitions resulted in an increase in general and administrative costs of $4.1 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020. due to a full year of costs in 2021. General, administrative and other expenses increased by $0.9 million due to additional expenses and costs related to building out a corporate function in order to operate as a public company. The additional $0.2 million was recognized at RCP, Hark and Bonaccord in line with the normal course of business. Contingent consideration expense increased $3.5 million, to $3.5 million, for the twelve months ended December 31, 2021 as compared to the twelve months ended December 31, 2020. This was driven by remeasurement of the contingent consideration from the acquisitions of Hark and Bonaccord post acquisition during the fourth quarter of 2021. 75 Amortization of intangibles increased by $15.0 million, or 97%, to $30.4 million, for the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase is due to the addition of $119.8 million of gross finite lived intangible assets in the acquisitions of Hark, Bonaccord, TrueBridge, Five Points and ECG. Year Ended December 31, 2020 and December 31, 2019 Total operating expenses increased by $26.6 million, or 83%, to $58.7 million, for fiscal 2020 compared to fiscal 2019. This increase was primarily due to increases in compensation and benefits, professional fees and amortization of intangibles. These increases were primarily attributable to the acquisitions completed in fiscal 2020 of Five Points, TrueBridge and Enhanced. Compensation and benefits expense increased by $12.2 million, or 99%, year-over-year. There were several components that contributed to this increase. The primary driver for the increase in compensation and benefits was the acquisitions completed in fiscal 2020 which resulted in a total of $8.5 million of additional compensation expense including Five Points, TrueBridge and ECG. Additionally, salaries increased by $2.9 million in fiscal 2020 due to an increase in headcount and annual compensation increases. Also reflected in the year-over-year increase was a $0.3 million increase in stock-based compensation expense. Professional fees increased by $9.4 million, or 205% to $14.0 million in fiscal 2020 due primarily to pursuing business development opportunities and scaling the business. Included in these costs were approximately $6.5 million of transaction costs related to our acquisitions of Five Points, TrueBridge, and ECG, primarily consisting of legal, tax and advisory costs. Additionally, during fiscal 2020, the Company incurred $3.4 million in professional fees associated with the Company’s efforts to prepare for an initial public offering. These increases were partially offset by a decrease of $0.6 million in other costs. Amortization of intangibles increased by $4.9 million, or 47%, year-over-year. The increase year-over-year is due to the addition of $104.4 million of gross finite lived intangible assets in the acquisitions of Five Points, TrueBridge, and ECG, partially offset by a $0.7 million decrease in amortization from acquisitions which were completed in prior years. Other Income/(Expense) Year Ended December 31, 2021 and December 31, 2020 Other expenses increased by $24.9 million, or 213%, to $36.6 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. This increase was primarily driven by the early extinguishment of the credit and guaranty facility on December 22, 2021. The Company incurred $15.3 million of expense associated with early extinguishment of the credit and guaranty facility and subsequent pay off of Notes payable to sellers from the RCP acquisition. This consisted of $4.8 million of penalties paid for early principal paydowns, $2.1 million of non-cash write offs of debt issuance cost amortization associated with the credit and guaranty facility, and $8.4 million of remaining amortization on the Notes payable to sellers. There was also a $10.6 million increase in interest expense related to the credit and guaranty facility as a result of the $194.4 million principal increases under the credit and guaranty facility to fund the acquisitions of TrueBridge, ECG, and Bonaccord. This increase was offset by $0.8 million in other income driven by ECG’s income from unconsolidated subsidiaries during 2021. On December 22, 2021, the Company refinanced its debt outstanding through entering into a new term loan and revolving credit facility, and using the proceeds to pay down and extinguish the remaining balance on the credit and guaranty facility and Notes payable to sellers. In doing so, the Company obtained more favorable interest terms. In 2021 the Company incurred $20.9 million in interest expense associated with the credit and guaranty facility as well as the Notes payable to sellers. The expected interest expense for 2022 with the new term loan and revolving credit facility is $7.3 million thus saving the Company $13.6 million annually in interest expense. Year Ended December 31, 2020 and December 31, 2019 Interest expense, net on long-term debt increased by $0.4 million, or 3%, to $11.7 million for fiscal 2020 compared to fiscal 2019. This increase was primarily due to a $1.3 million increase in interest expense related to the credit and guaranty facility as a result of the $159.4 million principal increases under the credit and guaranty facility to fund the acquisitions of TrueBridge and ECG. The effects of the increase in principal were partially offset by decreases in the associated LIBOR index rate, which was lower during fiscal 2020 than in fiscal 2019. Additionally, the increase was further offset by a $1.0 million decrease on the imputed interest and discount amortization associated with our non-interest bearing notes. 76 Income Tax Benefit Year Ended December 31, 2021 and December 31, 2020 Income tax benefit decreased by $19.8 million to $7.1 million for the year ended December 31, 2021 compared to a benefit of $26.8 million for the year ended December 31, 2020. The decrease was primarily due to the increase of deferred tax assets during 2021, which is largely driven by the prior year's large release in valuation allowance. Year Ended December 31, 2020 and December 31, 2019 Income tax benefit increased by $16.3 million, or 156%, to $26.8 million, for fiscal 2020 compared to fiscal 2019. The increase was due primarily to a deferred tax benefit of $30.3 million in 2020 compared to a deferred tax benefit of $10.9 million in 2019, an increase of approximately $19.4 million. The fiscal 2020 tax benefit was primarily comprised of a $35.4 million reduction in the deferred tax valuation allowance, partially offset by deferred tax expenses for changes in FIN 48 liabilities and the tax effects of expiration of NOL and other credits of $4.2 million and $3.8 million, respectively. This increase in deferred tax benefit was partially offset by a $3.0 million increase in current tax expense year- over-year, which was primarily due to transaction related tax effects. FPAUM The following table provides a period-to-period roll-forward of our fee earning AUM on a pro forma basis as if Five Points, True Bridge, ECG, Hark and Bonaccord were acquired on January 1, 2020. For the Year Ended For the Year Ended December 31, December 31, 2021 2020 (in millions) (in millions) Balance, Beginning of Period $ 13,351 $ 11,894 Add: Acquisitions — — Capital raised (1) 3,712 1,171 Capital deployed (2) 734 564 Net Asset Value Change (3) 13 (4 ) Less: Scheduled fee base stepdowns (485 ) (230 ) Expiration of fee period (62 ) (44 ) Balance, End of period $ 17,263 $ 13,351 (1) Represents new commitments from funds that earn fees on a committed capital fee base. (2) In certain vehicles, fees are based on capital deployed, as such increasing FPAUM. (3) Net asset value change consists primarily of the impact of market value appreciation (depreciation) from funds that earn fees on a net asset value basis. 77 The following table provides a period-to-period roll-forward of our fee-earning AUM on an actual basis. For the Year Ended For the Year Ended December 31, December 31, 2021 2020 (in millions) (in millions) Balance, Beginning of Period $ 12,706 $ 5,770 Add: Acquisitions 952 6,265 Capital raised (1) 3,384 541 Capital deployed (2) 697 171 Net Asset Value Change (3) 13 (4 ) Less: Scheduled fee base stepdowns (427 ) (37 ) Expiration of fee period (62 ) (0 ) Balance, End of period $ 17,263 $ 12,706 (1) Represents new commitments from funds that earn fees on a committed capital fee base. (2) In certain vehicles, fees are based on capital deployed, as such increasing FPAUM. (3) Net asset value change consists primarily of the impact of market value appreciation (depreciation) from funds that earn fees on a net asset value basis. FPAUM as of December 31, 2021 FPAUM increased $3.9 billion, or 29.3%, to $17.3 billion on a pro forma basis and $4.6 billion or 35.9% to $17.3 billion on an actual basis for the year ended December 31, 2021, due primarily to an increase in capital raised from our private equity and venture capital solutions. Our FPAUM growth and concentration across solutions and vehicles has been relatively consistent over time but can vary in particular periods due to the systematic fundraising cycles of new funds, which typically lasts 12-24 months. We expect to continue to expand our fundraising efforts and grow FPAUM with the launch of new specialized investment vehicles and asset class solutions. FPAUM as of December 30, 2020 FPAUM increased $1.5 billion, or 12.2%, to $13.4 billion on a pro forma basis for the twelve months ended December 31, 2020, due primarily to an increase in capital raised from our private equity, venture capital and impact investment solutions. FPAUM increased $6.9 billion, or 120.2%, to $12.7 billion on an actual basis for the twelve months ended December 31, 2020, due primarily to an increase in FPAUM from acquisitions of $6.3 billion. Our FPAUM growth and concentration across solutions and vehicles has been relatively consistent over time but can vary in particular periods due to the systematic fundraising cycles of new funds, which typically lasts 12 - 24 months. We expect to continue to expand our fundraising efforts and grow FPAUM with the launch of new specialized investment vehicles and asset class solutions. Non-GAAP Financial Measures Below is a description of our unaudited non-GAAP financial measures. These are not measures of financial performance under GAAP and should not be construed as a substitute for the most directly comparable GAAP measures, which are reconciled below. These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measures in isolation or as a substitute for GAAP measures. Other companies may calculate these measures differently than we do, limiting their usefulness as a comparative measure. We use Adjusted Net Income, or ANI, as well as Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) to provide additional measures of profitability. We use the measures to assess our performance relative to our intended strategies, expected patterns of profitability, and budgets, and use the results of that assessment to adjust our future activities to the extent we deem necessary. ANI reflects our actual cash flows generated by our core operations. ANI is calculated as Adjusted EBITDA, less actual cash paid for interest and federal and state income taxes. In order to compute Adjusted EBITDA, we adjust our GAAP net income for the following items: • Expenses that typically do not require us to pay them in cash in the current period (such as depreciation, amortization and stock-based compensation), 78 • The cost of financing our business, • Losses associated with extinguishing debt outstanding, • Acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses, which primarily consists of fees for professional services including legal, accounting, and advisory, • Registration-related expenses includes professional services associated with our prospectus process incurred during the period, and does not reflect expected regulatory, compliance, and other costs associated with those that were incurred subsequent to our Initial Public Offering, and • The effects of income taxes. Adjusted Net Income reflects the cash payments made for interest, which differs significantly from total interest expense that includes non-cash interest on the non-interest-bearing Seller Notes related to our acquisitions of RCP 2 and RCP 3. Similarly, the cash income taxes paid during the periods differ significantly from the net income tax benefit, which is primarily comprised of deferred tax expense as described in the results of operations. For the Twelve Months Ended December 31, 2021 2020 2019 (in thousands) Net income $ 10,767 $ 23,806 $ 11,941 Add back (subtract): Depreciation & amortization 30,703 15,571 10,582 Interest expense, net 22,185 11,720 11,372 Loss on extinguishment of debt 15,312 — — Income tax (benefit)/expense (7,070 ) (26,837 ) (10,502 ) Non-recurring expenses 8,807 9,832 3,500 Non-cash stock based compensation 2,416 714 417 Adjusted EBITDA 83,120 34,806 27,310 Less: Cash interest expense including loss on extinguishment, net (17,997 ) (9,699 ) (5,756 ) Cash income taxes, net of taxes related to acquisitions (2,308 ) (1,169 ) — Adjusted Net Income $ 62,815 $ 23,938 $ 21,554 The 2021 cash paid for interest includes a loss on extinguishment of $4.8 million. Financial Position, Liquidity and Capital Resources Selected Statements of Financial Position As of As of December 31, December 31, 2021 2020 $ Change % Change (in thousands) Cash and cash equivalents $ 40,916 $ 11,773 $ 29,143 248 % Goodwill and other intangibles 547,489 513,720 33,769 7 % Total assets 676,217 582,426 93,791 16 % Debt obligations 212,496 290,055 (77,559 ) (27 )% Redeemable noncontrolling interest — 198,439 (198,439 ) (100 )% Stockholders’ equity $ 395,164 $ 59,841 $ 335,323 560 % There was an increase in cash and cash equivalents from $11.8 million as of December 31, 2020 to $40.9 million as of December 31, 2021 due to operating cash flows and cash flows from financing activities related to the IPO. This was offset by cash used for acquisitions, and financing activities related to the Credit and Guaranty Facility paydown. There was an increase in goodwill and intangible assets of $33.8 million due to the acquisitions of Hark and Bonaccord of $63.0 million as 79 well as as $1.3 million adjustment to goodwill as a result of a purchase price adjustment at ECG offset by a $30.4 million reduction due to amortization of intangibles during the year ended December 31, 2021. Remaining total assets also increased in the same period by $8.3 million for right-of-use asset for a new lease space in New York for Hark, Bonaccord, ECG, and P10 and an increase in receivables due to ECG's Advisory Agreement with Enhanced PC. Additionally, deferred tax assets increased by $7.5 million driven primarily by tax effects related to the reorganization and restructure of the Company and its ability to apply more NOLs to the operations of its subsidiaries. Additionally, lease liabilities increased related to the same aforementioned lease. The Company also paid off the Credit and Guaranty Facility on December 22, 2021 and refinanced with a new term loan and revolving credit facility. This decreased the debt outstanding balance from December 31, 2020 to December 31, 2021 by $77.6 million. Historical Liquidity and Capital Resources We have continued to support our ongoing operations through the receipt of management and advisory fee revenues. However, to fund our continued growth, we have utilized capital obtained through debt and equity raises. Our ability to continue to raise funds will be critical as we pursue additional business development opportunities and new acquisitions. In order to fund the acquisitions of RCP 2, in October 2017, the Company issued non-interest bearing Secured Promissory Notes Payable (“2017 Seller Notes”) in the amount of $81.3 million to the sellers of RCP 2. On January 3, 2018, the Company issued non-interest bearing Secured Promissory Notes Payable (“2018 Seller Notes”) in the amount of $22.1 million to the sellers of RCP 3. Additionally, in connection with the acquisition, the Company issued non-interest-bearing tax amortization benefits in the amount of $48.4 million (“TAB Payments”) to the owners of RCP 3. The 2017 Seller Notes, the 2018 Seller Notes, and the TAB Payments are collectively referred to as “Notes payable to sellers.” The Notes payable to sellers were paid off in relation to the debt refinancing transaction that occurred December 22, 2021. Refer to the debt footnote in the notes to the consolidated financial statements. The Company’s indirect wholly owned subsidiary, P10 RCP Holdco, LLC (“HoldCo”), entered into a Credit and Guaranty Facility with HPS Investment Partners, LLC (HPS), an unrelated party, as administrative agent and collateral agent on October 7, 2017 (the Facility). The Facility provided for a $130.0 million senior secured credit facility in order to refinance the existing debt obligations of RCP Advisors and provide for the financing to repay the seller notes (the “Seller Notes”) due resulting from the acquisition of RCP Advisors. The Facility provided for a $125 million five-year term loan and a $5 million one-year line of credit. The line of credit was repaid and subsequently expired during 2018. This Facility was amended in the past year, on October 2, 2020, December 14, 2020, and in the third quarter of 2021 to provide additional term loan borrowings as further described below. The Facility was paid down in full on December 22, 2021. On December 22, 2021, P10, Inc. entered into a Term Loan and Revolving Credit Facility with JP Morgan Chase Bank, N.A.. The term loan provides for a $125.0 million facility and the revolving credit facility provides for an additional $125.0 million. The Company drew $125.0 million on the term loan and $90.9 million on the revolving credit facility. The proceeds of the term loan and revolving credit facility were used to pay down the Credit and Guaranty Facility outstanding with HPS and the Notes payable to sellers. During the year ended December 31, 2020, we raised $56.4 million of cash through the issuance of redeemable preferred equity interests through the issuance of shares in our subsidiary, P10 Intermediate. Additionally, we incurred $159.4 million under the Facility, which was paid off in December 2021. As of December 31, 2020, we had $261.7 million outstanding under the Facility. We utilized these funds and cash on hand, as well as the issuance of $141.4 million of P10 Intermediate shares to the sellers to fund the acquisitions of Five Points, TrueBridge, ECG and ECP. As of December 31, 2021, we had $212.5 million outstanding under the Term Loan and Revolving Credit Facility. The total debt outstanding decreased from December 31, 2020 due to the extinguishment of the HPS Credit and Guaranty Facility and the Notes payable to sellers, including the additional $35.0 million draw to fund the acquisitions of Bonaccord, offset by entering into the Term Loan and Revolving Credit Facility. As of December 31, 2021 total available debt on the term loan and revolving credit facility was $34.1 million entirely at the revolving credit facility. The outstanding balance at December 31, 2021 was $215.9 million of which $125.0 million relates to the term loan and $90.9 million relates to the revolving credit facility. 80 Cash Flows Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 and December 31, 2019 The following table reflects our cash flows for the twelve months ended December 31, 2021, 2020 and 2019: For the Year Ended December 31, 2021 2020 2019 (in thousands) Net cash provided by operating activities $ 49,019 $ 10,669 $ 16,813 Net cash used in investing activities (47,400 ) (214,193 ) (655 ) Net cash provided by financing activities 29,080 196,841 (5,643 ) Increase (decrease) in cash and cash equivalents and restricted cash $ 30,699 $ (6,683 ) $ 10,515 Operating Activities Year Ended December 31, 2021 and December 31, 2020 Cash from operating activities increased $38.3 million or 359%, to $49.0 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The components of this net increase primarily consisted of the following changes in operating assets and liabilities: • An increase of $15.0 million in amortization of intangibles primarily due to the acquisitions of TrueBridge, Five Points, ECG, Hark and Bonaccord; • An increase in amortization expense driven by the write off of existing debt issuance costs associated with the Credit and Guaranty Facility that was paid down in full on December 22, 2021 as well as the write off of the remaining amortization associated with the Notes payable to sellers which was paid down following the refinance; • A decrease in income tax benefit of $19.8 million primarily driven by an increase of deferred tax assets; • An increase in due from related parties of $9.4 million, primarily attributable to ECG's advisory agreement with Enhanced PC; • An increase in deferred revenues driven by new fund closings in the third and fourth quarter of 2021. Year Ended December 31, 2020 and December 31, 2019 Cash from operating activities decreased $6.1 million or -37%, to $10.7 million for fiscal 2020. The components of this net decrease primarily consisted of a $2.9 million decrease in net income adjusted for non-cash expenses and income, including stock-based compensation, depreciation and amortization, and benefit for deferred tax, and the following changes in operating assets and liabilities: • A decrease related to deferred revenues, primarily due to $6.5 million of deferred revenues acquired in the acquisition of TrueBridge, which were fully recognized in the fourth quarter of 2020; • An increase related to accounts receivable, primarily attributable to collections of $1.3 million of accounts receivable acquired in the acquisition of ECG; and • A net increase related to changes in other operating assets and liabilities totaling $2.0 million. Investing activities Year Ended December 31, 2021 and December 31, 2020 The cash used in investing activities decreased by $166.8 million, or (78)% to ($47.4) million, for the year ended December 31, 2021 as compared to the year ended December 31, 2020. This decrease in cash used was due almost entirely to the 2021 acquisitions of Hark Capital and Bonaccord Capital as compared to the 2020 acquisitions of Five Points, Truebridge, and ECG. The acquisitions of Hark and Bonaccord resulted in net cash payments of $46.9 million during the 81 third quarter of 2021 whereas the acquisitions of Five Points, Truebridge and ECG resulted in net cash payments of $213.9 million in 2020. Year Ended December 31, 2020 and December 31, 2019 The cash used in investing activities increased by $213.5 million or 32,601%, for fiscal 2020. This increase in the cash used was due almost entirely to the acquisitions of Five Points, TrueBridge and Enhanced which resulted in net cash payments of $46.6 million, $87.7 million and $79.6 million, respectively. Financing Activities Year Ended December 31, 2021 and December 31, 2020 We recorded a net $29.1 million for the year ended December 31, 2021 for financing activities, as compared to cash provided by financing activities of $196.8 million for the twelve months ended December 31, 2020 due to the following factors; (1) the paydown of the Term Loan and Guaranty Facility of $300.2 million, (2) the draw on the new Term Loan and Revolving Credit Facility of $215.9 million and (3) proceeds from the IPO of $138.0 million. The cash obtained for financing activities for the twelve months ended December 31, 2020 was primarily due to the proceeds from the issuance of redeemable noncontrolling interests of $46.4 million and debt drawn on the Credit and Guaranty Facility of $159.4 million to fund acquisition activity. Year Ended December 31, 2020 and December 31, 2019 Financing activities provided $196.8 million of cash for fiscal 2020, as compared to cash used of $5.6 million in the comparable period for 2019. The large favorable increase was due to the issuance of redeemable non-controlling interests of $46.4 million and borrowings, net of debt issuance costs, of $154.6 million to fund the acquisitions of Five Points, TrueBridge, and Enhanced. These inflows were partially offset by repayments of debt totaling $4.8 million. In the comparable period for 2019, we had net outflows associated with our debt facilities of $5.6 million. Future Sources and Uses of Liquidity We generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents, and our external financing activities which may include refinancing of existing indebtedness or the pay down of debt using proceeds of equity offerings. Off Balance Sheet Arrangements We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our consolidated financial statements. Contractual Obligations, Commitments and Contingencies In the ordinary course of business, we enter contractual arrangements that require future cash payments. The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of December 31, 2021: Total 2022 2023 2024 2025 2026 Thereafter (in thousands) Operating lease obligations (1) $ 20,084 $ 2,184 $ 2,937 $ 3,184 $ 2,028 $ 1,690 $ 8,061 Debt obligations (2) 215,900 — 6,250 6,250 203,400 — — Total $ 235,984 $ 2,184 $ 9,187 $ 9,434 $ 205,428 $ 1,690 $ 8,061 1) We lease office space under agreements that expire periodically through 2030. The table only includes guaranteed minimum lease payments under these agreements and does not project other related payments. 2) Debt obligations presented in the table reflect scheduled principal payments related to the various debt instruments of the Company. As described above, we used a portion of the proceeds from the IPO transaction to pay down a portion of the indebtedness of the Company under these facilities. 82 Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its consolidated subsidiaries. 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 and 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. We believe the following critical accounting policies could potentially produce materially different results if we were to change the underlying assumptions, estimates, or judgements. See Note 2, “Significant Accounting Policies” for a summary of our significant accounting policies. Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with 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. Certain entities in which the Company holds an interest are investment companies that follow specialized accounting rules under GAAP 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 determine 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 include Holdco, RCP 2, RCP 3, TrueBridge, Hark and Bonaccord. The assets and liabilities of the consolidated VIEs are presented gross in the Consolidated Balance Sheets. 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. See Note 7 for more information on both consolidated and unconsolidated VIEs. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities 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. Five Points, P10 Intermediate, P10 Holdings, and ECG are concluded to be consolidated subsidiaries of P10 under the voting interest model. 83 Revenue Recognition of Management Fees and Management Fees Received in Advance On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method. The adoption did not change the historical pattern of recognizing revenue for management fees. Accordingly, the Company did not record a cumulative adjustment upon adoption. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. While the determination of who is the customer 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 revenue 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. 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. Income Taxes Current income tax expense represents our estimated taxes to be paid or refunded for the current period. In accordance with Accounting Standards Codification (ASC) 740, Income Taxes (“ASC 740”), 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. 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. 84 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 general, administrative and other 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. 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 December 31, 2021, goodwill recorded on our Consolidated Balance Sheets relates to the acquisitions of RCP 2, RCP 3, Five Points, TrueBridge, Enhanced, Hark, and Bonaccord. As of December 31, 2021, 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, Hark, and Bonaccord. 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 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). The Company performed the annual goodwill impairment assessment as of September 30, 2021 and 2020 and concluded that goodwill was not impaired. The Company has not recognized any impairment charges in any of the periods presented. Item 7A. Qualitative and Quantitative Disclosures about Market Risk. In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, and counterparty risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations. Our predominant exposure to market risk is related to our role as general partner or investment manager for our specialized investment vehicles and the sensitivities to movements in the fair value of their investments and overall returns for our investors. Since our management fees are generally based on commitments or net invested capital, our management 85 fee and advisory fee revenue is not significantly impacted by changes in investment values, but unfavorable changes in the value of the assets we manage could adversely impact our ability to attract and retain our investors. Fair value of the financial assets and liabilities of our specialized investment vehicles may fluctuate in response to changes in the value of underlying assets, and interest rates. Interest Rate Risk As of December 31, 2021, we had $215.9 million in outstanding principal under our Term Loan and Revolving Credit Facility. The annual interest rate on the Term Loan is based on SOFR, subject to a floor of 0.10%, plus 2.00%. On December 31, 2021, the interest rate on these borrowings was 2.1% + SOFR. We estimate that a 100-basis point increase in the interest rate would result in an approximately $2.3 million increase in interest expense related to the loan over the next 12 months. Credit Risk We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets. 86