Ridgepost Capital, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 185 ) 82 Consolidated Balance Sheets as of December 31, 2023 and 2022 83 Consolidated Statements of Operations for the Years ended December 31, 2023, 2022, and 2021 85 Consolidated Statements of Changes in Equity for the Years ended December 31, 2023, 2022, and 2021 86 Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022, and 2021 87 Notes to Consolidated Financial Statements 89 81 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors P10, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of P10, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2017. Chicago, Illinois March 12, 2024 82 P10, Inc. Consolidated Balance Sheets (in thousands, except share amounts) As of As of December 31, December 31, 2023 2022 ASSETS Cash and cash equivalents $ 30,467 $ 20,021 Restricted cash 1,590 9,471 Accounts receivable 20,620 16,551 Notes receivable 5,755 4,231 Due from related parties 57,696 36,538 Investment in unconsolidated subsidiaries 1,738 2,321 Prepaid expenses and other assets 15,011 5,089 Property and equipment, net 3,325 2,878 Right-of-use assets 17,087 15,923 Contingent payments to customers 14,034 13,629 Deferred tax assets, net 37,518 41,275 Intangibles, net 123,195 151,795 Goodwill 506,038 506,638 Total assets $ 834,074 $ 826,360 LIABILITIES AND EQUITY LIABILITIES: Accounts payable $ 1,493 $ 2,578 Accrued expenses 13,561 8,052 Accrued compensation and benefits 45,081 18,900 Due to related parties 2,116 2,157 Other liabilities 854 8,715 Contingent consideration 6,693 17,337 Accrued contingent liabilities 16,222 14,305 Deferred revenues 12,770 12,651 Lease liabilities 20,278 18,558 Debt obligations 289,844 289,224 Total liabilities 408,912 392,477 COMMITMENTS AND CONTINGENCIES (NOTE 14) EQUITY: Class A common stock, $ 0.001 par value; 510,000,000 shares authorized; 59,340,269 issued and 57,622,895 outstanding as of December 31, 2023, and 43,303,040 issued and 42,365,266 outstanding as of December 31, 2022, respectively 58 42 Class B common stock, $ 0.001 par value; 180,000,000 shares authorized; 58,597,718 shares issued and 58,474,267 shares outstanding as of December 31, 2023, and 73,131,825 shares issued and 73,008,374 shares outstanding as of December 31, 2022, respectively 58 73 Treasury stock ( 17,588 ) ( 9,926 ) Additional paid-in-capital 636,073 628,828 Accumulated deficit ( 233,012 ) ( 225,879 ) Noncontrolling interests 39,573 40,745 Total equity 425,162 433,883 TOTAL LIABILITIES AND EQUITY $ 834,074 $ 826,360 83 The Notes to Consolidated Financial Statements are an integral part of these statements. P10, Inc. Consolidated VIE Balance Sheets (in thousands, except per share amounts) As of As of December 31, December 31, 2023 2022 ASSETS Cash and cash equivalents $ 20,407 $ 12,654 Restricted cash 756 756 Accounts receivable 1,421 3,264 Notes receivable 5,697 808 Due from related parties 20,610 16,029 Prepaid expenses and other assets 18,912 3,823 Property and equipment, net 2,012 1,409 Right-of-use assets 16,290 15,081 Contingent payments to customers 14,034 13,629 Intangibles, net 96,404 117,142 Goodwill 382,844 383,444 Total assets $ 579,387 $ 568,039 LIABILITIES Accounts payable $ 1,466 $ 2,418 Accrued expenses 9,243 16,690 Accrued compensation and benefits 43,614 14,191 Other liabilities 19 - Contingent consideration 6,693 17,337 Accrued contingent liability 16,222 14,305 Deferred revenues 11,848 11,265 Long-term lease obligation 18,663 16,798 Debt obligations 289,844 - Deferred tax liabilities, net - 3,316 Total liabilities $ 397,612 $ 96,320 84 The Notes to Consolidated Financial Statements are an integral part of these statements. P10, Inc. Consolidated Statements of Operations (in thousands, except per share amounts) For the Year Ended December 31, 2023 2022 2021 REVENUES Management and advisory fees $ 238,729 $ 196,546 $ 149,424 Other revenue 3,005 $ 1,814 1,110 Total revenues 241,734 198,360 150,534 OPERATING EXPENSES Compensation and benefits 154,286 94,297 54,755 Professional fees 12,668 12,856 11,508 General, administrative and other 22,584 18,522 9,870 Contingent consideration expense 560 1,717 3,472 Amortization of intangibles 29,221 26,867 30,431 Strategic alliance expense 1,494 678 152 Total operating expenses 220,813 154,937 110,188 INCOME FROM OPERATIONS 20,921 43,423 40,346 OTHER (EXPENSE)/INCOME Interest expense implied on notes payable to sellers — — ( 825 ) Interest expense, net ( 21,872 ) ( 9,505 ) ( 21,360 ) Loss on extinguishment of debt — — ( 15,312 ) Other (expense)/income ( 2,189 ) 1,545 848 Total other (expense) ( 24,061 ) ( 7,960 ) ( 36,649 ) Net (loss)/income before income taxes ( 3,140 ) 35,463 3,697 Income tax (expense)/benefit ( 4,632 ) ( 6,064 ) 7,070 NET (LOSS)/INCOME $ ( 7,772 ) 29,399 $ 10,767 Less: preferred dividends attributable to redeemable noncontrolling interests — — ( 1,593 ) Less: net loss/(income) attributable to noncontrolling interests in P10 Intermediate 639 ( 193 ) — NET (LOSS)/INCOME ATTRIBUTABLE TO P10 $ ( 7,133 ) $ 29,206 $ 9,174 Earnings per share Basic (loss)/earnings per share $ ( 0.06 ) $ 0.25 $ 0.13 Diluted (loss)/earnings per share $ ( 0.06 ) $ 0.24 $ 0.08 Weighted average shares outstanding, basic 116,104 116,751 72,660 Weighted average shares outstanding, diluted 116,104 121,655 112,332 85 The Notes to Consolidated Financial Statements are an integral part of these statements. P10, Inc. Consolidated Statements of Changes in Equity (in thousands) Common Stock Common Stock - Class A Common Stock - Class B Treasury stock Additional Accumulated Non Controlling Total Shares Amount Shares Amount Shares Amount Shares Amount Paid-in-capital Deficit Interests Equity Balance at December 31, 2020 62,464 $ 63 - $ - - $ - 123 $ ( 273 ) $ 324,310 $ ( 264,259 ) $ - $ 59,841 Net income attributable to P10 — — — — — — — — — 9,174 — 9,174 Stock-based compensation — — — — — — — — 2,416 — — 2,416 Exchange of common stock and redeemable noncontrolling interest to Class B common stock ( 62,464 ) ( 63 ) — — 105,655 106 — — 197,676 — — 197,719 Issuance of Class A common stock sold in IPO, net of underwriting discounts — — 11,500 11 — — — — 129,364 — — 129,375 Deferred offering costs — — — — — — — — ( 3,361 ) — — ( 3,361 ) Issuance of restricted stock awards — — — — 36 — — — — — — — Exchange of Class B common stock for Class A common stock in connection with IPO — — 8,500 9 ( 8,500 ) ( 9 ) — — — — — — Exchange of Class B units for Class A common stock and redemption of corresponding Class B common stock in connection with registered offering subsequent to reorganization and IPO — — 3,000 3 ( 3,000 ) ( 3 ) — — — — — — Exchange of Class B common stock for Class A common stock — — 11,464 11 ( 11,464 ) ( 11 ) — — — — — — Balance at December 31, 2021 - $ - 34,464 $ 34 82,727 $ 83 123 $ ( 273 ) $ 650,405 $ ( 255,085 ) $ - $ 395,164 Net income — — — — — — — — — 29,206 193 29,399 Stock-based compensation — — — — — — — — 10,361 — — 10,361 Deferred offering costs — — — — — — — — ( 80 ) — — ( 80 ) Issuance of restricted stock awards — — 33 — — — — — — — — — Issuance of restricted stock units — — 405 — — — — — 3,833 — — 3,833 Exchange of Class B common stock for Class A common stock — — 8,422 9 ( 8,422 ) ( 9 ) — — — — — — Exercise of stock options (net of tax) — — 14 — — — — — — — — — Repurchase of common stock for employee tax withholding — — ( 35 ) — — — — — ( 454 ) — — ( 454 ) Stock repurchase — — ( 938 ) ( 1 ) ( 1,297 ) ( 1 ) 938 ( 9,653 ) ( 12,248 ) — — ( 21,903 ) Settlement of stock options — — — — — — — — ( 12,466 ) — — ( 12,466 ) Capital contributions from non-controlling interests, net — — — — — — — — — — 40,733 40,733 Distributions to non-controlling interests — — — — — — — — — — ( 181 ) ( 181 ) Dividends declared — — — — — — — — ( 1 ) — — ( 1 ) Dividends paid per share $ 0.09 — — — — — — — — ( 10,522 ) — — ( 10,522 ) Balance at December 31, 2022 - $ - 42,365 $ 42 73,008 $ 73 1,061 $ ( 9,926 ) $ 628,828 $ ( 225,879 ) $ 40,745 $ 433,883 Net loss — — — — — — — — — ( 7,133 ) ( 639 ) ( 7,772 ) Stock-based compensation — — — — — — — — 20,988 — — 20,988 Issuance of restricted stock awards — — 33 — — — — — — — — — Issuance of restricted stock units — — 1,265 1 — — — — 12,085 — — 12,086 Exchange of Class B common stock for Class A common stock — — 14,354 15 ( 14,354 ) ( 15 ) — — — — — — Exercise of stock options (net of tax) — — 386 — — — — — — — — — Repurchase of common stock for employee tax withholding — — — — — — — — ( 9,482 ) — — ( 9,482 ) Stock repurchase — — ( 780 ) — ( 180 ) — 780 ( 7,662 ) ( 1,501 ) — — ( 9,163 ) Distributions to non-controlling interests — — — — — — — — — — ( 533 ) ( 533 ) Dividends declared — — — — — — — — ( 13 ) — — ( 13 ) Dividends paid per share $ 0.13 — — — — — — — — ( 14,832 ) — — ( 14,832 ) Balance at December 31, 2023 - $ - 57,623 $ 58 58,474 $ 58 1,841 $ ( 17,588 ) $ 636,073 $ ( 233,012 ) $ 39,573 $ 425,162 86 The Notes to Consolidated Financial Statements are an integral part of these statements. P10, Inc. Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss)/income $ ( 7,772 ) $ 29,399 $ 10,767 Adjustments to reconcile net (loss)/income to net cash provided by operating activities: Stock-based compensation 34,653 18,616 3,528 Non-cash incentive compensation — — 1,396 Depreciation expense 738 485 272 Amortization of intangibles 29,221 26,867 30,431 Amortization of debt issuance costs and debt discount 1,445 1,116 4,748 Income from unconsolidated subsidiaries ( 161 ) ( 1,532 ) ( 1,087 ) Deferred tax expense/(benefits) 3,757 3,693 ( 8,140 ) Loss on extinguishment of debt — — 10,499 Amortization of contingent payment to customers 1,512 676 — Remeasurement of contingent consideration 560 1,717 3,472 Post close purchase price adjustment — 11 — Change in operating assets and liabilities: Accounts receivable ( 4,069 ) ( 1,066 ) 407 Due from related parties ( 21,158 ) ( 24,181 ) ( 9,782 ) Prepaid expenses and other assets ( 9,658 ) 2,871 ( 1,390 ) Right-of-use assets 2,700 2,912 1,651 Accounts payable ( 1,085 ) ( 10,889 ) ( 702 ) Accrued expenses 5,538 1,556 ( 2,674 ) Accrued compensation and benefits 24,601 8,014 3,335 Due to related parties ( 41 ) ( 101 ) 58 Other liabilities ( 7,861 ) 3,950 1,554 Contingent consideration ( 3,210 ) — — Deferred revenues 119 ( 302 ) 2,606 Lease liabilities ( 2,144 ) ( 2,137 ) ( 1,930 ) Net cash provided by operating activities 47,685 61,675 49,019 CASH FLOWS USED IN INVESTING ACTIVITIES Acquisitions, net of cash acquired — ( 96,455 ) ( 44,612 ) Purchase of intangible assets ( 14 ) ( 36 ) ( 30 ) Funding of notes receivable ( 1,539 ) ( 1,687 ) ( 2,552 ) Proceeds from notes receivable 15 7 — Investments in unconsolidated subsidiaries ( 3 ) — ( 2,638 ) Proceeds from investments in unconsolidated subsidiaries 747 1,014 4,080 Software capitalization ( 271 ) ( 138 ) — Post-closing payments related to acquisitions — — ( 1,519 ) Purchases of property and equipment ( 1,185 ) ( 1,295 ) ( 129 ) Net cash used in investing activities ( 2,250 ) ( 98,590 ) ( 47,400 ) CASH FLOWS USED IN FINANCING ACTIVITIES Repayment of notes payable to sellers — — ( 9,406 ) Repayment of loans payable — — ( 31,658 ) Borrowings on debt obligations 62,200 120,662 252,873 Repayments on debt obligations ( 63,025 ) ( 43,162 ) ( 295,376 ) Cash paid for extinguishment of debt — — ( 4,813 ) Repurchase of Class A common stock for employee tax withholding ( 9,482 ) ( 454 ) — Repurchase of Class B common stock ( 1,501 ) ( 12,248 ) — Repurchase of Class A common stock ( 7,662 ) ( 9,653 ) — Payment of preferred stock dividends — — ( 2,313 ) Proceeds from initial public offering — — 138,000 Payment of initial public offering underwriting fees — — ( 8,626 ) Payment of contingent consideration ( 7,994 ) ( 7,344 ) ( 727 ) Deferred offering costs — — ( 3,361 ) Cash settlement of stock options — ( 12,466 ) ( 1,112 ) Dividends paid ( 14,832 ) ( 10,522 ) — Distributions to partners ( 574 ) — — Debt issuance costs — ( 1,888 ) ( 4,401 ) Net cash (used in)/provided by financing activities ( 42,870 ) 22,925 29,080 Net change in cash, cash equivalents and restricted cash 2,565 ( 13,990 ) 30,699 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 29,492 43,482 12,783 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 32,057 $ 29,492 $ 43,482 87 The Notes to Consolidated Financial Statements are an integral part of these statements. P10, Inc. Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2023 2022 2021 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 20,100 $ 6,784 $ 18,719 Cash paid for extinguishment of debt $ — $ — $ 4,813 Net cash paid for income taxes $ 1,539 $ 2,480 $ 5,039 NON-CASH INVESTING AND FINANCING ACTIVITIES Issuance of noncontrolling interests in acquisition $ — $ 40,745 $ — Additions to right-of-use assets 3,864 4,046 9,949 Additions to lease liabilities 3,864 4,995 9,949 Additions to contingent payments to customers 1,917 14,305 — Additions to accrued contingent liability 1,917 14,305 — Additions to property and equipment — 949 — Additions to contingent consideration — — 19,160 Dividends declared 13 1 — Fair value adjustment to contingent consideration 560 — — RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents $ 30,467 $ 20,021 $ 40,916 Restricted cash 1,590 9,471 2,566 Total cash, cash equivalents and restricted cash $ 32,057 $ 29,492 $ 43,482 88 The Notes to Consolidated Financial Statements are an integral part of these statements. P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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. 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. In 2022, Five Points established the Reynolda brand that specializes in direct equity funds. 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 89 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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 wholly-owned 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 interests related to the partnership interests which are owned by the WTI sellers. This is recorded as noncontrolling interests on the Consolidated Balance Sheets. Noncontrolling interests 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 in accordance with the terms of the P10 Intermediate operating agreement. On October 20, 2023, the Company entered into an executive transition agreement with each of Mr. Alpert and Mr. Webb (each, a “Transition Agreement”). Pursuant to the Transition Agreements, Mr. Alpert and Mr. Webb ceased to serve as Co-Chief Executive Officer, and Mr. Alpert and Mr. Webb were appointed as Executive Chairman and Executive Vice Chairman, respectively, for a one-year period. Additionally, Mr. Webb's Transition Agreement provides a one year transition period to continue serving the Company in a mergers and acquisitions capacity. Effective October 23, 2023, the board of the Company appointed Luke A. Sarsfield III as Chief Executive Officer (“CEO”) of the Company. In connection with his appointment as CEO, the Company entered into an employment agreement with Mr. Sarsfield (the “Employment Agreement”) setting forth the terms of his employment and compensation. In connection with both the Transition Agreements and the Employment Agreement, provisions were made for severance and sign-on compensation, respectively. The associated expenses were recorded in compensation and benefits on the Consolidated Statement of Operations. 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. 90 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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. Primarily due to the governance structure at subsidiaries, 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. 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. Reclassifications Certain reclassifications have been made within the Consolidated Financial Statements to conform prior periods with current period presentation. 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 December 31, 2023, and December 31, 2022, cash equivalents include money market funds of $ 11.1 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 91 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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 December 31, 2023 and December 31, 2022 was primarily cash on deposit from third parties related to pending tax credit projects. There are deposit liabilities associated with restricted cash in other liabilities on the Consolidated Balance Sheets. Accounts Receivable and Due from Related Parties Accounts receivable is equal to contractual amounts reduced for allowances, if applicable. 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 and management fees collected by a related party of RCP 2 that are owed to RCP 2. 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. Notes Receivable Notes receivable is related to contractual amounts owed from signed, secured promissory notes with BCP Partners Holdings, LP ("BCP") as well as certain employees. In addition to contractual amounts, borrowers are obligated to pay interest on outstanding amounts. Refer to Note 6 for further information. Current Expected Credit Losses We evaluate our accounts receivable, due from related parties, and notes receivable using the current expected credit loss model. We determine a current estimate of all expected credit losses over the life of each financial instrument, which may result in recognition of credit losses on loans and receivables before an actual event of default. We establish reserves for any estimated credit losses with a corresponding charge in our Consolidated Statements of Operations. The Company estimates that accounts receivable, due from related parties, and notes receivable are fully collectible based on historical events, current conditions, and reasonable and supportable forecasts; accordingly, no allowances have been established as of December 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. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist primarily of prepaid expenses related to technology, insurance and professional fees. From time to time, there are also investments in allocable state tax credits on the Consolidated Balance Sheets due to timing differences associated with the purchase and sale of state tax credits in the tax credit finance business. As of December 31, 2023 and December 31, 2022, respectively, there is $ 9.6 million and $ 0.6 million within prepaid expenses and other assets on the Consolidated Balance Sheets associated with investments in allocable state tax credits. 92 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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 discontinues applying the equity method if the investment (and net advances) is reduced to zero and shall not record additional losses unless the Company has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. 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. The Company accounts for its investment in ECP, Enhanced PC, and the ECG’s asset management businesses using the equity method of accounting. For certain entities in which the Company does not have significant influence and fair value is not readily determinable, these investments are not accounted for on the equity method, but instead as equity securities and 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. The Company accounts for its investment in ECG's tax credit finance division under this method. Distributions from investments in unconsolidated subsidiaries are presented on the accompanying Consolidated Statements of Cash Flows consistent with the nature of the underlying distribution. 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 93 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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 exercisable starting in July 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 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 the fair value 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 December 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 December 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 and indefinite lived intangibles are 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 and indefinite lived intangibles 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 or asset is less than the respective carrying value. The reporting unit is the reporting level for testing the impairment of goodwill and indefinite lived intangibles. If it is determined that it is more likely than not that an asset's or reporting unit’s fair value is less than its carrying value, then the Company will determine the fair value of the reporting unit or asset and record an impairment charge for the difference between fair value and carrying value (not to exceed the carrying amount of goodwill or indefinite lived intangible). At December 31, 2023 and December 31, 2022 and for the years then ended, the Company determined that there was no impairment to goodwill and indefinite lived intangibles. 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 December 31, 2023, the contingent consideration recorded related to the acquisition of 94 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) Bonaccord on the Consolidated Balance Sheets. As of December 31, 2022, the con tingent consideration recorded related 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, severance, and acquisition-related earnouts (contingent on employment) that has not yet been paid. The acquisition-related earnout contingent on employment is a result of the acquisition of WTI. The sellers and certain 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 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 Interests Noncontrolling interests ("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 interests is presented as a separate component in our Consolidated Statements of Operations 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 Operations, is presented net of the portion of net (loss)/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 December 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. 95 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) The carrying values of financial instruments comprising cash and cash equivalents, restricted cash, prepaid assets, accounts payable, accounts receivable and due from related parties approximate fair values due to the short-term maturities of these instruments. We estimate the fair value of the credit facility using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar borrowings. The Company has a contingent consideration liability related to the acquisition of Bonaccord that is measured at fair value and is remeasured on a recurring basis. The Company also had a contingent consideration liability related to the acquisition of Hark, which was paid in full on July 27, 2023. 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 due to the performance obligation not being satisfied at the time of collection. For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from as they are performed. Asset management fees are based on the contractual terms of each contract which differ, such as fees calculated based on committed capital or deployed capital, fees initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term, fees that step down during specified periods of the fund’s term, or in limited instances, fees based on assets under management. At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors outside of our control. Fees are recognized for services provided during the period, which are distinct from services provided in other periods. In certain asset management and advisory agreements progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice. Advisory services fees are determined using fixed-rate fees and are recognized over time as the related services are completed. Other advisory services include transaction and management fees associated with managing the origination and ongoing compliance of certain investments. The Company is applying the optional disclosure exemption for variable consideration for unsatisfied performance obligations, as the variable consideration relates to these unsatisfied performance obligations being fulfilled as a series. The performance obligations related to these contracts are expected to be satisfied over the next 1 - 10 years as services are provided to the customer. 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. Catch-up fees are recorded as revenue when such commitments are made as variable consideration. During 2023, one fund managed by the Company experienced a change in management at one of the underlying portfolio company's it invested it. The fund’s investment thesis and documents required the original manager to continue managing the underlying portfolio company. The change in management caused the fund to be non-compliant with its investment mandate. The Company agreed to modify the terms of the management fee for the fund with the investors, which was not a provision in the original fund agreement and the Company has no history of making similar modifications. As a result, a $ 3 million reduction in the revenue transaction price was recorded for the year ended December 31, 2023 to reflect the consideration which the Company is entitled to after this concession was provided. 96 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) Other Revenue Other revenue on our Consolidated Statements of Operations primarily consists of subscriptions, consulting agreements, interest income, and referral fees. Interest income is from interest bearing fund bank accounts managed by the Company and is additional consideration per the Limited Partner Agreements. Interest income is recognized as it is earned. 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 (Loss) Per Share Basic earnings (loss) per share (“EPS”) is calculated by dividing net (loss)/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, if the Company is in a net income position. Because the impact of these items is generally anti-dilutive during periods of net loss, there is no difference between basic and diluted loss per common share for periods with net losses. See Note 17 for additional information. When the Company is in a net income position, 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. 97 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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 awards that cliff-vest after a service period is recorded ratably over the vesting period at the fair market value on the grant date. For awards with graded vesting, and vesting only requires a service condition, the Company elected, in accordance with ASC 718, to treat these awards as single awards for recognition purposes and recognize compensation on a straight-line basis over the requisite service period of the entire award. For awards with graded vesting and require either a performance condition or market condition to vest, the Company treats each expected vesting tranche as an individual award and recognizes expense ratably over the vesting period at the fair market value of the grant date. Certain acquisition-related RSUs vest after meeting certain performance metrics. For these, the Company uses the tranche method and recognizes expense for each tranche of RSU's deemed probable of vesting on a straight-line basis over the expected vesting period. 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. Refer to Note 16 for further discussion. 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 discrete financial information is evaluated regularly by the chief operating decision maker 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 maker evaluates financial performance and makes 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. 98 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) Dividends Dividends are reflected in the Consolidated Financial Statements when declared. Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes ("Topic 740") : Disclosure Framework - Simplifying the Accounting for Income Taxes , which simplified the accounting for income taxes by removing certain exceptions to the general principles of Topic 740 and clarifying and amending existing guidance. The adoption of Topic 740 did not have a material impact on the Company's Consolidated Financial Statements. 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 was 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. Effective January 1, 2023, the Company adopted 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 adoption of ASU 2021-08 did not have a material impact on the Company's Consolidated Financial Statements. 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. On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosure ("ASU 2023-07"), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the effects of these amendments on our financial reporting. On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes ( "Topic 740" ) - Improvements to Income Tax Disclosures ("ASU 2023-09") to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are evaluating the effects of these amendments on our financial reporting. 99 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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 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 In connection with the acquisition, the Company incurred a total of $ 3.2 million of acquisition-related expenses. Total acquisition-related expenses were $ 0 , $ 3.2 million and $ 0 for the years ended December 31, 2023, 2022 and 2021, respectively. These costs are included in professional fees on the Consolidated Statements of Operations. The following table presents the 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 50,300 Total assets acquired $ 75,159 LIABILITIES Accounts payable and accrued expenses $ 13,555 Lease liabilities 2,957 Total liabilities assumed $ 16,512 Net identifiable assets acquired $ 58,647 Goodwill 87,348 Net assets acquired $ 145,995 The following table presents the fair value of the identifiable intangible assets acquired: Weighted- Average Amortization Fair Value Period Value of management and advisory contracts $ 43,500 9 Value of trade name 6,800 10 Total identifiable intangible assets $ 50,300 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 $ 87.3 million of goodwill is expected to be deductible for tax purposes. To the extent there are payments on EBITDA-related earnouts as discussed 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. 100 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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 2022 Acquisition: The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of WTI were completed on January 1, 2021: For the Year Ended December 31, 2022 2021 Revenue 224,500 $ 182,446 Net income attributable to P10 24,513 6,044 Pro-forma adjustments include revenue and net (loss)/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, 2021. Additionally, this does not reflect any pro forma adjustments related to the acquisitions which occurred in 2021. Note 4. Revenue The following presents revenues disaggregated by product offering: For the Year Ended December 31, 2023 2022 2021 Management fees $ 233,780 $ 192,769 $ 145,811 Advisory fees 4,949 3,777 3,613 Subscriptions 523 642 641 Other revenue 2,482 1,172 469 Total revenues $ 241,734 $ 198,360 $ 150,534 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. For the years ended December 31, 2023 , 2022, and 2021, the strategic alliance expense reported was $ 1.5 million, $ 0.7 million, and $ 0.2 million, respectively. This is reported on the Consolidated Statements of Operations as strategic alliance expense in operating expenses. 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. The third party would be entitled to receive distributions of net management fee earnings by the percentage acquired, retroactive to the date of the first close in Fund II. The maximum commitment requirement has been met as of December 31, 2023. Fund II has not yet reached the 101 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) final close, but the Company believes it is 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, which is included in the strategic alliance expense. 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 December 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. Note 6. Notes Receivable The Company has two types of notes receivable. The first is 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 $ 4.8 million was drawn as of December 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 %. The stated interest rate is the effective rate. 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 . Principal payments will be made periodically from mandatorily required payments from available cash flows at BCP. The second consists of Secured Promissory Notes that were executed on October 13, 2023 between the Company and certain employees of Bonaccord to lend funds to be used to pay general partner commitments to certain funds managed by Bonaccord. The notes provide $ 1.0 million of cash to certain employees and are collateralized by such employees' privately owned shares of the Company. The term of the additional notes is five years , maturing on October 13, 2028 with all principal due at maturity. The notes will accrue interest at SOFR plus 2.10% and is payable annually in arrears. As of December 31, 2023 and December 31, 2022 , the total notes receivable balance was $ 5.8 million and $ 4.2 million, respectively. The Company recognized interest income of $ 0.3 million, $ 0.1 million and $ 0.1 million for the years ended December 31, 2023, 2022 and 2021 , respectively. 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. The assets of the consolidated VIEs totaled $ 579.4 million and $ 568.0 million as of December 31, 2023 and December 31, 2022 , respectively. The liabilities of the consolidated VIEs totaled $ 397.6 million and $ 96.3 million as of December 31, 2023 and December 31, 2022, respectively. The increase in VIE liabilities throughout 2023 is mainly attributable to debt obligations moving from P10, Inc. to P10 Intermediate. With the exception of the Credit Facility, the assets of our consolidated VIE’s are owned by those entities and not generally available to satisfy P10’s obligations. 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 relating to these unconsolidated entities. These variable interests are included in investment in unconsolidated subsidiaries on the accompanying Consolidated Balance Sheets. 102 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) Note 8. Investment in Unconsolidated Subsidiaries The Company’s investment in unconsolidated subsidiaries consist of unconsolidated equity method investments primarily related to ECG’s tax credit finance and asset management activities. Additionally, the investment in Enhanced Capital Partners and Enhanced PC is recorded at zero . The Company, therefore, does not use the equity method of accounting because the Company has no guaranteed obligations or commitments to provide financial support to the investee. As of December 31, 2023 , investment in unconsolidated subsidiaries totaled $ 1.7 million, of which $ 1.7 million related to ECG’s asset management businesses and $ 0 related to ECG’s tax credit finance 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 $ 0.2 million for the year ended December 31, 2023 and $ 1.5 million for the year ended December 31, 2022, which is included in other (expense)/income on the Consolidated Financial Statements. For the year ended December 31, 2023 , ECG made $ 0 of capital contributions and received distributions of $ 0.6 million. For the year ended December 31, 2022 , ECG made $ 0 of capital contributions and received $ 1.0 million in distributions. 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. For the year ended December 31, 2023 , ECG made $ 0 of capital contributions and received distributions of $ 0.1 million. For the year ended December 31, 2022 , ECG made $ 0 of capital contributions and received distributions of $ 0 . Note 9. Property and Equipment Property and equipment consist of the following: As of December 31, As of December 31, 2023 2022 Computers and purchased software $ 1,528 $ 631 Furniture and fixtures 1,666 2,201 Leasehold improvements 2,894 2,197 6,088 5,029 Less: accumulated depreciation ( 2,763 ) ( 2,151 ) Total property and equipment, net $ 3,325 $ 2,878 103 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) Note 10. Goodwill and Intangibles Changes in goodwill for the years ended December 31, 2023 and December 31, 2022 are as follows: Balance at December 31, 2021 $ 418,701 Purchase price adjustment ( 11 ) Increase from acquisitions 87,948 Balance at December 31, 2022 $ 506,638 Purchase price adjustment ( 600 ) Balance at December 31, 2023 $ 506,038 During the year ended December 31, 2023, there was a revision to the provisional fair value of the WTI tradenames as a result of obtaining new information that was not available at acquisition. This revision resulted in a purchase price adjustment of $ 0.6 million to goodwill and intangible assets. Intangibles consists of the following: As of December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Trade names $ 17,375 $ — $ 17,375 Technology 30 — 30 Total indefinite-lived intangible assets 17,405 — 17,405 Finite-lived intangible assets: Trade names 28,240 ( 5,789 ) 22,451 Management and advisory contracts 194,666 ( 111,873 ) 82,793 Technology 2,380 ( 1,834 ) 546 Total finite-lived intangible assets 225,286 ( 119,496 ) 105,790 Total intangible assets $ 242,691 $ ( 119,496 ) $ 123,195 As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 ) $ 151,795 104 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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: 2024 $ 25,612 2025 21,269 2026 16,640 2027 13,307 2028 9,986 Thereafter 18,976 Total amortization $ 105,790 Note 11. Fair Value Measurements The Company measures certain liabilities at fair value on a recurring basis which are discussed below. The credit facility's estimated fair value was $ 289.8 million and $ 289.2 million as of December 31, 2023 and 2022, respectively using Level 2 inputs. 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. Payments are made after each close. As of December 31, 2023, $ 13.1 million has been paid in total contingent consideration associated with the earnout, of which $ 5.8 million was paid in the year ended December 31, 2023. It is highly probable that the remainder of the earnout will be achieved. Total remeasurement expense recognized for the years ended December 31, 2023, 2022, and 2021 was $ 0.5 million , $ 0.3 million and $ 1.7 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. The Company's contingent consideration is considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. The remainder of the earnout is highly probable to be achieved given the fundraising amount to date and projected fundraising should satisfy the targets. As of December 31, 2023, the estimated fair value of the remaining contingent consideration totaled $ 6.7 million. Following December 31, 2023, the Company has paid $ 0.2 million towards the remaining contingent consideration. Included in the total consideration of the acquisition of Hark is an earnout not to exceed $ 5.4 million. Total remeasurement expense recognized for the years ended December 31, 2023, 2022, and 2021 totaled $ 0.1 million, $ 1.5 million, and $ 1.7 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. The entirety of the Hark contingent consideration for $ 5.4 million was paid during the year ended December 31, 2023. 105 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) The following tables provide details regarding the classification of these liabilities within the fair value hierarchy as of the dates presented: As of December 31, 2023 Level I Level II Level III Total Liabilities Contingent consideration obligation $ - $ - $ 6,693 $ 6,693 Total liabilities $ - $ - $ 6,693 $ 6,693 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 years ended December 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 Year Ended December 31, 2023 2022 Balance, beginning of year: $ 17,337 $ 22,963 Additions - - Change in fair value 560 1,717 Settlements ( 11,204 ) ( 7,343 ) Balance, end of period: $ 6,693 $ 17,337 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. Note 12. Debt Obligations Debt obligations consists of the following: As of As of December 31, December 31, 2023 2022 Revolver facility $ 90,700 $ 80,900 Debt issuance costs ( 1,848 ) ( 2,783 ) Revolver facility, net $ 88,852 $ 78,117 Term Loan $ 201,875 $ 212,500 Debt issuance costs ( 883 ) ( 1,393 ) Term loan, net $ 200,992 $ 211,107 Total debt obligations $ 289,844 $ 289,224 The principal balance consists of the following tranches: 106 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) December 31, 2023 Principal Amount Base Rate SOFR Rate Rate Expiration Date Term Loan $ 118,750 2.10 % 5.18 % 6/28/2024 Term Loan 83,125 2.10 % 5.45 % 4/18/2024 Revolver Facility 16,500 2.10 % 5.39 % 2/29/2024 Revolver Facility 10,500 2.10 % 5.36 % 1/29/2024 Revolver Facility 14,000 2.10 % 5.35 % 3/27/2024 Revolver Facility 6,000 2.10 % 5.41 % 1/23/2024 Revolver Facility 2,000 2.10 % 5.36 % 1/29/2024 Revolver Facility 12,000 2.10 % 5.39 % 3/14/2024 Revolver Facility 9,500 2.10 % 5.42 % 1/8/2024 Revolver Facility 3,500 2.10 % 5.39 % 1/30/2024 Revolver Facility 5,500 2.10 % 5.39 % 2/28/2024 Revolver Facility 3,500 2.10 % 5.34 % 1/4/2024 Revolver Facility 2,100 2.10 % 5.38 % 3/7/2024 Revolver Facility 4,600 2.10 % 5.37 % 3/11/2024 Revolver Facility 1,000 2.10 % 5.36 % 1/22/2024 Total $ 292,575 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 for the Term Loan 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 December 31, 2023, P10 was in compliance with its financial covenants required under the facility. For the years ended December 31, 2023, 2022, and 2021 , $ 20.4 million, $ 8.4 million, and $ 22.2 million of interest expense was incurred, respectively. Debt Payable Future principal maturities of debt as of December 31, 2023 are as follows: 2024 $ 10,625 2025 281,950 2026 - Thereafter - $ 292,575 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 December 31, 2023 and December 31, 2022 were $ 2.7 million and $ 4.2 million, respectively. 107 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) Amortization expense related to debt issuance costs totaled $ 1.4 million for the year ended December 31, 2023 , $ 1.1 million for the year ended December 31, 2022 and $ 6.0 million for the year ended December 31, 2021 . This is included in interest expense, net on the Consolidated Statements of Operations. 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 $ 0.3 million, $ 0.3 million and $ 0.2 million in rent to 210 Capital, LL C for the years ended December 31, 2023, 2022 and 2021, respectively. Effective April 1, 2020, P10 Intermediate pays a quarterly management fee of $ 250 thousand to Keystone Capital XXX, LLC, which was the holder of the Series B preferred shares issued by P10 Intermediate in connection with the acquisition of Five Points. As a result of that agreement, P10 Intermediate paid $ 0 , $ 0 , and $ 0.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. This management fee was terminated effective October 20, 2021 when the Company's redeemable noncontrolling interest was converted to shares of Class B common stock in connection with the Company's IPO. 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 December 31, 2023, the total accounts receivable from the Funds totaled $ 18.9 million , of which $ 5.5 million related to reimbursable expenses and $ 13.4 million related to fees earned but not yet received. As of December 31, 2022 , the total accounts receivable from the Funds totaled $ 16.8 million, of which $ 6.2 million related to reimbursable expenses and $ 10.6 million related to fees earned but not yet received. Reimbursable expenses and fees earned but not yet received are included in due from related parties and accounts receivable on the Consolidated Balance Sheets, respectively. 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, that is commensurate with the level of services being performed as the projects expire. The Company did not adjust the promised amount of consideration for the effects of a significant financing component at each contract inception as the Company expected that the period between services being provided and cash collection would be less than one year. The total advisory fees are $ 107.5 million over nine years inclusive of new projects added since inception. This agreement is subject to customary termination provisions. Since inception, $ 62.0 million of the total $ 107.5 million advisory fees have been recognized as revenue. There was $ 45.5 million in remaining performance obligations related to this agreement , which will be recognized between January 1, 2024 and December 31, 2030. For the years ended December 31, 2023 , 2022, and 2021, advisory fees earned or recognized under this agreement were $ 20.9 million, $ 22.2 million and $ 19.0 million, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations. The Company also earns interest income on the balance outstanding. Revenues from interest were $ 0.7 million, $ 0.3 million, and $ 0 for the years ended December 31, 2023, 2022, and 2021, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. As of December 31, 2023 and December 31, 2022 , the associated receivable was $ 48.5 million and $ 28.5 million and is included in due from related parties on the Consolidated Balance Sheets. Payment is expected to be collected as the permanent capital subsidiaries complete and liquidate multi-year projects covered under this agreement. 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 th is agreement, ECG pays ECH for the use of their employees to provide services to Enhanced PC at the direction of ECG. The invoice associated with this agreement is paid quarterly in arrears and subject to 5 % of interest per annum. The Company recognized $ 13.2 million, $ 11.5 million and $ 8.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, related to this agreement within compensation and benefits on our Consolidated Statements of 108 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) Operations. As of December 31, 2023 and December 31, 2022 , the associated accrual was $ 2.1 million and $ 2.2 million, respectively, and is included in due to related parties on the Consolidated Balance Sheets. 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 approximately 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, the Company recognized $ 8.9 million, $ 4.4 million, and $ 0.2 million of fees for the years ended December 31, 2023, 2022, and 2021, 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. Two members of the Board of Directors of the Company, including the Executive Chairman, are directors of Crossroads and have recused themselves from any decisions related to Crossroads or CPF . The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 20 thousand and $ 10 thousand have been recognized for the years ended December 31, 2023 and December 31, 2022 , respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. No revenues were recognized for the year ended December 31, 2021. 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. Additional Secured Promissory Notes were signed with certain Bonaccord employees on October 13, 2023. For details, see Note 6. 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 $ 3.9 million, $ 3.5 million, and $ 2.0 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 , respectively. Rent expense for the year ended December 31, 2021 included a reduction to overall expense of $ 0.3 million for a rent concession as a result of the COVID-19 pandemic. P10 elected the practical expedient, whereby the concessions were treated as a reduction of rent expense during the period received. The Company leases an insignificant amount of office equipment under non-cancelable financing leases, with the longest lease expiring in 2028. The finance lease right-of-use asset is included in right-of-use assets and the finance lease liability is included in lease liabilities in the Consolidated Balance Sheets. Amortization and interest expense for the finance leased equipment is included in general, administrative and other in the Consolidated Statements of Operations. The following table presents information regarding the Company’s operating leases as of December 31, 2023: Operating lease right-of-use assets $ 16,901 Operating lease liabilities $ 20,087 Cash paid during year ended December 31, 2023 for operating lease liabilities $ 3,402 Weighted-average remaining lease term (in years) 6.77 Weighted-average discount rate 4.33 % 109 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) The future contractual lease payments as of December 31, 2023 are as follows: 2024 4,012 2025 3,284 2026 2,993 2027 2,889 2028 2,586 Thereafter 7,707 Total undiscounted lease payments 23,471 Less imputed interest ( 3,384 ) Total operating lease liabilities $ 20,087 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 and benefits expense on the Consolidated Statements of Operations. Payments will be made in cash, with the option to pay up to 50.0 % in units of P10 Intermediate, no later than 90 days following the last day of the calendar quarter in which a milestone payment is 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. 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 December 31, 2023, the Company has determined that only the first two EBITDA hurdles are probable of being achieved. For the years ended December 31, 2023, December 31, 2022, and December 31, 2021 , $ 21.0 million, $ 5.2 million, and $ 0.0 million of expense was recognized, respectively. As of December 31, 2023 and December 31, 2022 , the balance was $ 26.2 million and $ 5.2 million, respectively, which 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. For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, the Company recognized $ 2.0 million , $ 0.4 million, and $ 0 of expense, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. As of December 31, 2023 and December 31, 2022, the balance was $ 2.4 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 accrued contingent liabilities and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement that exists between ECG and third party customers. The agreements require ECG to share in certain revenues earned with the third parties and also include an option for the third parties 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 revenue share agreement. As of December 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 December 31, 2023 and December 31, 2022, the balance was $ 16.2 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 $ 14.0 million and $ 13.6 million as of December 31, 2023 and December 31, 2022, respectively. The Company recognized $ 1.5 million , $ 0.7 million, and $ 0 of amortization of 110 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) contingent payments to customers for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, 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. Departure of Director As discussed in Note 18, subsequent to the end of the year, the Company announced that William "Fritz" Souder, the Company's Chief Operating Officer ("COO"), will be retiring from P10 in May of 2024. Associated with his termination, the COO will receive $ 1.2 million of severance payments. For the year ended December 31, 2023, P10 recognized $ 1.2 million of severance expense related to the retirement, which is included in compensation and benefits in the Consolidated Statements of Operations. 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 disclosed anything more likely than not to be recognized below. We 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. In 2021, the Civil Enforcement Division of the Oregon Department of Justice (Oregon DOJ) initiated an investigation of certain transactions involving the Oregon Low Income Community Jobs Initiative, also known as the Oregon New Markets Tax Credit (NMTC) program, to which a subsidiary of Enhanced Capital, among others, was a party. The Oregon DOJ contended that the subsidiary of Enhanced Capital omitted from the NMTC application information regarding the application of leveraged financing in the transaction and the sources and uses of funds in the proposed transactions. The subsidiary of Enhanced Capital completed non-binding mediation in July 2023 and a settlement was negotiated which was paid in the fourth quarter of 2023. The total settlement was $ 3.6 million of which the insurance carrier contributed $ 1.5 million. For the year ended December 31, 2023, the total expense associated with the litigation was $ 2.1 million in other (expense)/income on the Consolidated Statements of Operations. Note 15. Income Taxes The Company is subject to income taxes in the United States. The components of the provision for (benefit from) income taxes for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands): For the Years Ended December 31, 2023 2022 2021 Current Federal $ ( 66 ) $ 193 $ 918 State 941 2,178 152 Total Current $ 875 $ 2,371 $ 1,070 Deferred Federal $ 3,752 $ 3,995 ( 6,727 ) State 5 ( 302 ) ( 1,413 ) Total Deferred $ 3,757 $ 3,693 $ ( 8,140 ) Income tax expense/(benefit) $ 4,632 $ 6,064 $ ( 7,070 ) The following is a reconciliation of the statutory federal income tax rate to the Company's effective tax rate for the years ended December 31, 2023, 2022, and 2021 are as follows: 111 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) For the Years Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % Noncontrolling interest ( 3.0 %) ( 0.1 %) 0.0 % State taxes, net of federal benefit ( 25.1 %) 4.0 % ( 20.8 %) Nondeductible expenses 2 ( 134.8 %) 0.6 % ( 4.6 %) Expiration of net operating losses and tax credits 0.2 % ( 7.3 %) 70.0 % Valuation allowance increase/decrease ( 1.8 %) ( 0.3 %) ( 247.8 %) Uncertain tax positions 12.0 % ( 0.8 %) ( 9.8 %) Return to provision adjustments and change in tax rates ( 16.1 %) ( 0.4 %) 0.9 % Other 0.0 % 0.4 % 0.0 % Effective rate 1 ( 147.6 %) 17.1 % ( 191.1 %) 1 The overall rate impact was due to a decrease in the pre-tax income and an increase in non-deductible expenses. Due to the non-deductible characteristic of the expenses, the taxable income did not decrease at the same rate as the GAAP income, leading to this change in the tax rate. 2 The 2023 rate impact for “non-deductible expenses” was primarily driven by the increase in executive compensation due to the CEO transition, and a settlement with the Oregon DOJ. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The components of deferred tax assets as of December 31, 2023 and December 31, 2022 are as follows: As of As of December 31, December 31, 2023 2022 Deferred tax assets: Stock compensation $ 5,760 $ 2,428 Interest expense - 5,107 Other - 1,382 Passthrough activity—investment in partnerships 9,932 9,029 Intangibles - 1,365 Net operating losses and credit carryforwards 34,644 34,736 Total deferred tax assets 50,336 54,047 Valuation allowance for deferred tax assets ( 12,818 ) ( 12,763 ) Deferred tax assets, net of valuation allowance $ 37,518 $ 41,284 Deferred tax liabilities: Property and equipment - ( 9 ) Total deferred tax liabilities - ( 9 ) Deferred tax assets, net $ 37,518 $ 41,275 Valuation allowances are established when necessary to reduce deferred tax assets to the amount that are more-likely-than-not expected to be realized based on the weighing of positive and negative evidence. Future realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on the historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. This may change due to many factors, including future market conditions and the ability to successfully execute the business plan and/or tax planning strategies. 112 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) The Company had a valuation allowance against net deferred tax asset of $ 12.8 million as of December 31, 2023. In 2023, the slight increase in the valuation allowance was attributable to the Section 382 limitations on its NY and NYC NOLs, which were expected to expire unused. The components of the existing valuation allowance primarily include a valuation allowance recorded in 2020 against its net deferred tax asset of $ 11.4 million due to the write-off of an intercompany debt which is capital in nature. Management believes that it is not more-likely-than-not that future operations will generate sufficient taxable capital gain income to realize the deferred tax asset. This assessment remains valid for 2023, and no adjustments have been made to this valuation allowance. The remaining $ 1.4 million valuation allowance is against the NOLs that are expected to expire without being used. However, should there be a change in the ability to recover deferred tax assets, the income tax provision would either increase or decrease in the period when the assessment is modified. As of December 31, 2023, the Company had federal carryforwards of approximately $ 160.1 million (net of uncertain tax reserve). The federal NOL carryforward may expire beginning in 2024, if not utilized. This includes $ 14.0 million of federal NOLs that may expire in 2024, $ 23.8 million that may expire in 2025, $ 18.4 million that may expire in 2026, and $ 108.2 million that may expire between 2027-2037. The Company is expected to use the federal NOLs before expiration based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. The Company had post-rate effected state NOLs (net of valuation allowance on expected expire unused) of approximately $ 0.6 million as of December 31, 2023. Utilization of the NOLs and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credit carryforwards before utilization. The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination based on the technical merits. Recording an uncertain tax position is inherently uncertain and requires making judgments, assumptions, and estimates. The Company believes the judgments, assumptions and estimates made are reasonable and appropriate, no assurance can be given that the final tax outcome of these matters will not be different. To the extent that the final tax outcome of these matters is different than the amount recorded, such difference will affect the provision for income taxes and the effective tax rate in the period in which such determination is made. The reconciliation of the Company's unrecognized tax benefits, which is included in deferred tax assets, net on the Consolidated Balance Sheets, at the beginning and end of the year is as follows: For the Years Ended December 31, 2023 2022 Balance at January 1 $ 6,742 $ 7,017 Additions based on tax positions related to the current year - - Additions for tax positions of prior years - - Reductions for tax positions of prior years ( 550 ) ( 275 ) Settlements - - Balance at December 31 $ 6,192 $ 6,742 The uncertain tax position is primarily related to imputed interest, and research and development credits. The 2023 decrease of $ 0.5 million resulted from the release of the state exposure related to the intercompany interest expense. This release was due to the statute of the limitation expired in the states where the uncertain tax positions existed. The Company does not anticipate any significant changes to the unrecognized tax benefits within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023 , the Company has $ 0.1 million of accrued interest and penalties related to uncertain tax positions. The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is not currently under audit in any other income tax jurisdictions. We are generally subject to U.S. federal and state tax examinations for all tax years since 1999 due to our net operating loss carryforwards and the utilization of the carryforwards in years still open under statute. 113 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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.. On December 9, 2022, a special meeting of stockholders was held to increase the number of shares issuable under the Plan by 4,000,000 shares, resulting in a total of 18,300,000 shares available for grant under the Plan and the 2018 Plan. As of December 31, 2023 , there are 1.8 million shares available for grant. 114 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) A summary of stock option activity for the years ended December 31, 2023 and December 31, 2022 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, 2021 7,095,936 $ 3.71 7.45 $ 73,156,722 Granted 4,948,733 10.90 Exercised ( 47,905 ) 6.34 Settled ( 1,120,000 ) 0.41 Expired/Forfeited ( 264,533 ) 9.73 Outstanding as of December 31, 2022 10,612,231 $ 7.25 8.09 $ 39,004,141 Exercisable as of December 31, 2022 314,105 $ 3.74 5.74 $ 2,176,407 Outstanding as of December 31, 2022 10,612,231 $ 7.25 8.09 $ 39,004,141 Granted 3,825,842 10.12 Exercised ( 721,222 ) 1.97 Settled — — Expired/Forfeited ( 1,001,470 ) 10.20 Outstanding as of December 31, 2023 12,715,381 $ 8.15 7.82 $ 30,872,113 Exercisable as of December 31, 2023 1,683,231 $ 6.05 7.30 $ 7,019,738 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. 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 $ 0.0325 per share quarterly dividend. The stock-based compensation expense for stock options was $ 10.3 million , $ 3.9 million, and $ 3.4 million for the years ended December 31, 2023, 2022, and 2021 respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of December 31, 2023 was $ 7.7 million and is expected to be recognized over a weighted average period of 2.90 years . Any future forfeitures will impact this amount. The weighted average assumptions used in calculating the fair value of stock options granted during the years ended December 31, 2023 and December 31, 2022 were as follows: For the Years Ended December 31, 2023 2022 Expected life 7.5 (yrs) 7.5 (yrs) Expected volatility 38.28 % 36.57 % Risk-free interest rate 4.11 % 3.50 % Expected dividend yield 1.19 % 0.85 % 115 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) 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, 2021 $ 36,033 $ 12.49 Granted 33,346 12.37 Vested ( 36,033 ) 12.49 Forfeited - - Outstanding as of December 31, 2022 33,346 12.37 Outstanding as of December 31, 2022 33,346 $ 12.37 Granted 32,722 11.46 Vested ( 33,346 ) 12.37 Forfeited — — Outstanding as of December 31, 2023 32,722 $ 11.46 The Company has granted restricted stock units ("RSUs") to certain employees. Holders of RSUs have no voting rights and generally 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 Hark, Bonaccord, and Executive Market Units, 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 value of $ 17.5 million of units may vest at each future achievement of performance metrics . As of December 31, 2023 , certain performance metrics have been met and specific employees have earned $ 8.0 million in value, which $ 6.6 million was issued in shares and $ 1.4 million was issued in cash. 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. Future vested tranches will be settled in cash. An expense of $ 5.6 million, $ 7.0 million, and $ 0 has been recorded for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively, on the Consolidated Statements of Operations. The unrecognized expense associated with the Bonaccord Units was $ 4.8 million as of December 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 December 31, 2023, all Hark Units have vested and been issued. An expense of $ 0.3 million and $ 1.3 million have been recorded for the years ended December 31, 2023 and December 31, 2022 on the Consolidated Statements of Operations. At the time of executive transition, the Company entered into an Executive Transition Agreement with a certain former executive, which granted Restricted Stock Units ("Executive Transition Units") for meeting a service requirement. The Executive Transition Units may not be transferred, s old, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until they have become vested. The award has a stated value of $ 4.0 million and will be issued in $ 1 million increments quarterly beginning on October 20, 2023 and at the start of each of the following three quarters. Each $ 1 million increment will vest one year following issuance. Attributes of this award include graded vesting and service conditions, therefore, the expense recognition of this award is recognized on straight-line basis over the requisite service period of the award in line with the policy election discussed in Note 2. As of December 31, 2023 , $ 1.0 million has been issued. For the year ended December 31, 2023 , $ 0.5 million of stock compensation was recognized on the Consolidated Statements of Operations. The unrecognized expense associated with the Executive Transition Units was $ 3.5 million as of December 31, 2023. 116 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) At the time of executive transition, the Company entered into an Employment Agreement with a certain executive, which granted Restricted Stock Units ("Executive Market Units") for meeting a service requirement and achieving certain share price performance hurdles based on the thirty-day volume-weighted average price (“VWAP”). The executive is entitled to receive RSUs upon the thirty day VWAP of the Company's common stock reaching certain per share prices at any time prior to the fifth anniversary of the start date. There are five price per share performance hurdles for the executive to meet with each hurdle achievement allowing for the issuance of $ 8.0 million of units, with the number of shares determined by dividing $ 8.0 million by the applicable stock price performance hurdle, for a total of up to $ 40.0 million of units or approximately 2 million shares. The Executive Market Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until they have become vested. The RSUs shall vest ratably on the third, fourth, and fifth anniversaries of the executive's start date, provided that no such units shall vest earlier than the first anniversary of the applicable issuance date of such units. The fair value was determined using a Monte Carlo simulation as of the executive's start date of October 23, 2023, and was determined to be $ 10.8 million. As of December 31, 2023 , no ne of the Executive Market Units have vested. For the year ended December 31, 2023 , $ 0.5 million of stock compensation was recognized on the Consolidated Statements of Operations. The below table shows the assumptions used in the Monte Carlo simulation for the Executive Market Units' fair value. As of October 23, 2023 Expected life 5.0 (yrs) Expected volatility 40.00 % Risk-free interest rate 4.81 % Expected dividend yield 1.42 % The below table excludes Executive Market Units that the performance conditions have not been satisfied, Executive Transition Units that have not vested and are recorded as a liability, and Bonaccord or Hark that were issued outside of the Plan, that have not vested and are recorded as a liability or vested and settled in cash. Number of Weighted-Average Grant RSUs Date Fair Value Per RSU Outstanding as of December 31, 2021 $ 59,654 $ 12.74 Granted 853,900 11.16 Vested ( 405,419 ) 12.65 Forfeited - - Outstanding as of December 31, 2022 508,135 11.34 Outstanding as of December 31, 2022 508,135 $ 11.34 Granted 2,911,391 9.54 Vested ( 2,001,432 ) 10.27 Forfeited — — Outstanding as of December 31, 2023 1,418,094 $ 9.15 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 (loss)/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 year ended December 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. Because the impact of these items is generally anti-dilutive during periods of net loss, there is no difference between basic and diluted loss per common share for periods with net losses. The Company has Class A and Class B shares outstanding, therefore follows the two-class method. However, the shares are entitled to the same amount of the Company's earnings therefore the earnings per share calculation for Class A and Class B shares will always be equivalent. 117 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) The following table presents a reconciliation of the numerators and denominators used in the computation of basic and diluted EPS: For the Year Ended December 31, 2023 2022 2021 Numerator: Numerator for basic calculation—Net (loss)/income Numerator for basic calculation—Net (loss)/income attributable to P10 $ ( 7,133 ) $ 29,206 $ 9,174 Adjustment for: Net (loss)/income attributable to noncontrolling interests in P10 Intermediate ( 639 ) 193 - Numerator for (loss)/earnings per share Numerator for (loss)/earnings per share assuming dilution $ ( 7,772 ) $ 29,399 $ 9,174 Denominator: Denominator for basic calculation—Weighted- average shares outstanding, basic attributable to P10 116,104 116,751 72,660 Weighted shares assumed upon exercise of partnership units - 979 - Weighted shares assumed upon exercise of stock options - 3,924 39,670 Denominator for (loss)/earnings per share assuming dilution 116,104 121,655 112,332 (Loss)/earnings per Class A share—basic $ ( 0.06 ) $ 0.25 $ 0.13 (Loss)/earnings per Class A share—diluted $ ( 0.06 ) $ 0.24 $ 0.08 (Loss)/earnings per Class B share—basic $ ( 0.06 ) $ 0.25 $ 0.13 (Loss)/earnings per Class B share—diluted $ ( 0.06 ) $ 0.24 $ 0.08 If the Company was in a net income position, the computations of diluted earnings per share on a weighted average basis would exclude 7.0 million options for the year ended December 31, 2023. The computations of diluted earnings per share excluded options to purchase 6.7 million shares of common stock for the year ended December 31, 2022 and 0.1 million options for the year ended December 31, 2021, respectively, because the options were anti-dilutive. Note 18. Redeemable Noncontrolling Interest In connection with the closing of the acquisition of Five Points on April 1, 2020, the Company formed a new subsidiary, P10 Intermediate, which was the acquiring entity of Five Points. On April 1, 2020, P10 Intermediate issued three series (A, B and C) of redeemable convertible preferred shares. On October 2, 2020 and December 14, 2020, P10 Intermediate issued two additional series (D and E) in connection with the acquisitions of TrueBridge and Enhanced. The preferred shares on an as-if-converted basis represent approximately 40.9 % of the aggregate issued and outstanding share capital of P10 Intermediate with P10 owning the remaining 59.1 % through its 100 % ownership of the outstanding common stock of P10 Intermediate. The third-party ownership interest represents a noncontrolling interest in P10 Intermediate, which we have a controlling interest in. Dividends on the preferred shares were recognized as preferred dividends attributable to redeemable non-controlling interest in our Consolidated Statements of Operations. In connection with the IPO on October 20, 2021, all preferred shares were contractually converted to Class B common shares. Note 19. Subsequent Events The Board of Directors of the Company has declared a quarterly dividend of $ 0.0325 per share of Class A and Class B common stock, payable on March 26, 2024, to the holders of record as of the close of business on March 11, 2024. On February 9, 2024, the Company announced that William "Fritz" Souder will be retiring from P10 and his employment will end as of the expiration of the initial term of his employment agreement on May 11, 2024, unless terminated earlier in accordance with the provisions of the employment agreement. Accordingly, Mr. Souder will, subject to his entering into a general release of claims, receive the following severance payments and benefits in accordance with his 118 P10, Inc. Notes to Consolidated Financial Statements (dollar amounts stated in thousands) employment agreement: (i) a lump sum payment, equal to twelve (12) months of his base salary; (ii) subject to his timely election and elegibility for COBRA, reimbursement of COBRA premiums for health insurance continuation coverage (to the extent such premiums exceed the contributory cost for the same coverage that P10 charges active employees) for twelve (12) months or until his right to COBRA continuation expires, whichever is shorter; (iii) the target amount of his annual bonus ( 100 % of base salary); (iv) immediate vesting of any and all options, restricted stock, and restricted stock units owned directly or beneficially by him and carried interests in the investment vehicles of the affiliated entities granted to him; and (v) he will be released from all lock up restrictions. For the year ended December 31, 2023, the Company recognized $ 1.2 million of severance expense, which is included in compensation and benefits in the Consolidated Statements of Operations for the year ended December 31, 2023. On February 27, 2024, the Board of Directors authorized an additional $ 40.0 million of repurchases of outstanding Class A and B shares of the Company's stock under the Stock Repurchase Program. On March 4, 2024, the Company granted to employees 2,470,917 options under the 2021 Incentive Plan. The exercise of options granted to employees other than Section 16 officers are contingent upon approval by the Company’s shareholders of an increase in the share reserve under the 2021 Incentive Plan at the Company’s 2024 annual shareholder meeting. The options vest 25 % a year starting with the second anniversary of the date of grant and expire ten years from the grant date. On March 4, 2024, the Company granted to employees 845,394 restricted stock units under the 2021 Incentive Plan. The RSUs vest on the first anniversary of the grant. In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after December 31, 2023, the Consolidated Balance Sheets 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. 119 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not applicable.