Ridgepost Capital, Inc. 10-Q

Item 1. Financial Statements P10, Inc. Consolidated Balance Sheets (in thousands, except share amounts) As of As of September 30, December 31, 2024 2023 (unaudited) ASSETS Cash and cash equivalents $ 61,451 $ 30,467 Restricted cash 1,817 1,590 Accounts receivable 27,128 20,620 Notes receivable 6,091 5,755 Due from related parties 74,062 57,696 Investment in unconsolidated subsidiaries 2,577 1,738 Prepaid expenses and other assets 4,133 15,011 Property and equipment, net 6,118 3,325 Right-of-use assets 18,227 17,087 Contingent payments to customers 12,799 14,034 Deferred tax assets, net 32,709 37,518 Intangibles, net 103,883 123,195 Goodwill 506,038 506,038 Total assets $ 857,033 $ 834,074 LIABILITIES AND EQUITY LIABILITIES: Accounts payable and accrued expenses $ 24,553 $ 15,054 Accrued compensation and benefits 63,018 45,081 Due to related parties 1,704 2,116 Other liabilities 580 854 Contingent consideration 4,288 6,693 Accrued contingent liabilities 16,222 16,222 Deferred revenues 12,081 12,770 Lease liabilities 21,082 20,278 Debt obligations 319,411 289,844 Total liabilities 462,939 408,912 COMMITMENTS AND CONTINGENCIES (NOTE 13) EQUITY: Class A common stock, $ 0.001 par value; 510,000,000 shares authorized; 61,357,766 issued and 53,813,892 outstanding as of September 30, 2024, and 59,340,269 issued and 57,622,895 outstanding as of December 31, 2023, respectively 54 58 Class B common stock, $ 0.001 par value; 180,000,000 shares authorized; 57,531,354 shares issued and 57,407,903 shares outstanding as of September 30, 2024, and 58,597,718 shares issued and 58,474,267 shares outstanding as of December 31, 2023, respectively 57 58 Treasury stock ( 66,273 ) ( 17,588 ) Additional paid-in-capital 640,204 636,073 Accumulated deficit ( 219,592 ) ( 233,012 ) Noncontrolling interests 39,644 39,573 Total equity 394,094 425,162 TOTAL LIABILITIES AND EQUITY $ 857,033 $ 834,074 The Notes to Consolidated Financial Statements are an integral part of these statements. 1 P10, Inc. Consolidated Statements of Operations (Unaudited, in thousands except per share amounts) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 REVENUES Management and advisory fees $ 72,595 $ 58,078 $ 206,192 $ 176,322 Other revenue 1,648 864 5,242 2,345 Total revenues 74,243 58,942 211,434 178,667 OPERATING EXPENSES Compensation and benefits 42,531 42,175 115,893 114,128 Professional fees 9,169 3,357 16,472 10,191 General, administrative and other 6,606 5,315 19,680 15,209 Contingent consideration expense 39 80 160 550 Amortization of intangibles 6,437 7,319 19,312 21,893 Strategic alliance expense 635 313 2,153 1,118 Total operating expenses 65,417 58,559 173,670 163,089 INCOME FROM OPERATIONS 8,826 383 37,764 15,578 OTHER (EXPENSE)/ INCOME Interest expense, net ( 6,692 ) ( 5,482 ) ( 18,583 ) ( 16,080 ) Other income/(loss) 454 ( 1,851 ) 1,516 ( 2,570 ) Total other (expense) ( 6,238 ) ( 7,333 ) ( 17,067 ) ( 18,650 ) Net income/(loss) before income taxes 2,588 ( 6,950 ) 20,697 ( 3,072 ) Income tax (expense) ( 1,255 ) ( 1,800 ) ( 6,731 ) ( 2,807 ) NET INCOME/(LOSS) $ 1,333 $ ( 8,750 ) $ 13,966 $ ( 5,879 ) Less: net (income)/loss attributable to noncontrolling interests in P10 Intermediate 73 334 ( 546 ) ( 169 ) NET INCOME/(LOSS) ATTRIBUTABLE TO P10 $ 1,406 $ ( 8,416 ) $ 13,420 $ ( 6,048 ) Earnings/(loss) per share Basic earnings/(loss) per share $ 0.01 $ ( 0.07 ) $ 0.12 $ ( 0.05 ) Diluted earnings/(loss) per share $ 0.01 $ ( 0.07 ) $ 0.12 $ ( 0.05 ) Weighted average shares outstanding, basic 111,374 116,235 112,954 116,134 Weighted average shares outstanding, diluted 119,276 116,235 120,738 116,134 The Notes to Consolidated Financial Statements are an integral part of these statements. 2 P10, Inc. Consolidated Statements of Changes in Equity (Unaudited, in thousands) Common Stock - Class A Common Stock - Class B Treasury stock Additional Accumulated Non Controlling Total Shares Amount Shares Amount Shares Amount Paid-in-capital Deficit Interst Equity Balance at December 31, 2022 42,365 $ 42 73,008 $ 73 1,061 $ ( 9,926 ) $ 628,828 $ ( 225,879 ) $ 40,745 $ 433,883 Net income — — — — — — — 605 164 769 Stock-based compensation — — — — — — 3,252 — — 3,252 Issuance of restricted stock units 354 1 — — — — — — — 1 Exchange of Class B common stock for Class A common stock 76 — ( 76 ) — — — — — — — Exercise of stock options (net of tax and strike price) 294 — — — — — — — — — Repurchase of common stock for employee tax witholding and exercised stock option strike price — — — — — — ( 3,038 ) — — ( 3,038 ) Stock repurchase — — ( 100 ) — — — ( 851 ) — — ( 851 ) Accrual for excise tax associated with stock repurchases — — — — — — ( 7 ) — — ( 7 ) Distribution to non-controlling interests, net — — — — — — — — ( 122 ) ( 122 ) Dividends declared — — — — — — ( 1 ) — — ( 1 ) Dividends paid per share $ 0.03 — — — — — — ( 3,477 ) — — ( 3,477 ) Balance at March 31, 2023 43,089 $ 43 72,832 $ 73 1,061 $ ( 9,926 ) $ 624,706 $ ( 225,274 ) $ 40,787 $ 430,409 Net income — — — — — — — 1,763 339 2,102 Stock-based compensation — — — — — — 4,162 — — 4,162 Issuance of restricted stock units 230 — — — — — 4,285 — — 4,285 Exchange of Class B common stock for Class A common stock 451 1 ( 451 ) ( 1 ) — — — — — — Exercise of stock options (net of tax and strike price) 54 — — — — — — — — — Repurchase of common stock for employee tax witholding and exercised stock option strike price — — — — — — ( 1,958 ) — — ( 1,958 ) Distribution to non-controlling interests, net — — — — — — — — ( 149 ) ( 149 ) Dividends declared — — — — — — ( 1 ) — — ( 1 ) Dividends paid per share $ 0.03 — — — — — — ( 3,774 ) — — ( 3,774 ) Balance at June 30, 2023 43,824 $ 44 72,381 $ 72 1,061 $ ( 9,926 ) $ 627,420 $ ( 223,511 ) $ 40,977 $ 435,076 Net loss — — — — — — — ( 8,416 ) ( 334 ) ( 8,750 ) Stock-based compensation — — — — — — 5,328 — — 5,328 Issuance of restricted stock awards 33 — — — — — — — — — Exchange of Class B common stock for Class A common stock 1,037 1 ( 1,037 ) ( 1 ) — — — — — — Exercise of stock options (net of tax and strike price) 38 — — — — — — — — — Repurchase of common stock for employee tax witholding and exercised stock option strike price — — — — — — ( 185 ) — — ( 185 ) Distributions to non-controlling interests, net — — — — — — — — ( 134 ) ( 134 ) Dividends paid per share $ 0.03 — — — — — — ( 3,780 ) — — ( 3,780 ) Balance at September 30, 2023 44,932 $ 45 71,344 $ 71 1,061 $ ( 9,926 ) $ 628,783 $ ( 231,927 ) $ 40,509 $ 427,555 The Notes to Consolidated Financial Statements are an integral part of these statements. 3 Common Stock - Class A Common Stock - Class B Treasury stock Additional Accumulated Non Controlling Total Shares Amount Shares Amount Shares Amount Paid-in-capital Deficit Interest Equity Balance at December 31, 2023 57,623 $ 58 58,474 $ 58 1,841 $ ( 17,588 ) $ 636,073 $ ( 233,012 ) $ 39,573 $ 425,162 Net income — — — — — — — 5,021 222 5,243 Stock-based compensation — — — — — — 6,175 — — 6,175 Issuance of restricted stock units 619 1 — — — — — — — 1 Exchange of Class B common stock for Class A common stock 35 — ( 35 ) — — — — — — — Exercise of stock options 289 — — — — — — — — — Repurchase of common stock for employee tax witholding and strike price ( 300 ) — — — — — ( 2,207 ) — — ( 2,207 ) Stock repurchase ( 3,683 ) ( 4 ) — — 3,683 ( 30,034 ) — — — ( 30,038 ) Accrual for excise tax associated with stock repurchases — — — — — — ( 300 ) — — ( 300 ) Distribution to non-controlling interests, net — — — — — — — — ( 153 ) ( 153 ) Dividends declared — — — — — — ( 23 ) — — ( 23 ) Dividends paid per share $ 0.03 — — — — — — ( 3,774 ) — — ( 3,774 ) Balance at March 31, 2024 54,583 $ 55 58,439 $ 58 5,524 $ ( 47,622 ) $ 635,944 $ ( 227,991 ) $ 39,642 $ 400,086 Net income — — — — — — — 6,993 397 7,390 Stock-based compensation — — — — — — 6,654 — — 6,654 Issuance of restricted stock awards 93 — — — — — — — — — Issuance of restricted stock units 132 — — — — — — — — — Exchange of Class B common stock for Class A common stock 231 — ( 231 ) — — — — — — — Exercise of stock options 26 — — — — — — — — — Repurchase of common stock for employee tax witholding and strike price ( 60 ) — — — — — ( 470 ) — — ( 470 ) Stock repurchase ( 1,534 ) ( 2 ) — — 1,534 ( 12,463 ) — — — ( 12,465 ) Accrual for excise tax associated with stock repurchases — — — — — — ( 61 ) — — ( 61 ) Distribution to non-controlling interests, net — — — — — — — — ( 171 ) ( 171 ) Dividends declared — — — — — — ( 162 ) — — ( 162 ) Dividends paid per share $ 0.04 — — — — — — ( 3,934 ) — — ( 3,934 ) Balance at June 30, 2024 53,471 $ 53 58,208 $ 58 7,058 $ ( 60,085 ) $ 637,971 $ ( 220,998 ) $ 39,868 $ 396,867 Net income — — — — — — — 1,406 ( 73 ) 1,333 Stock-based compensation — — — — — — 6,952 — — 6,952 Exchange of Class B common stock for Class A common stock 800 1 ( 800 ) ( 1 ) — — — — — — Exercise of stock options 293 — — — — — — — — — Repurchase of common stock for employee tax witholding and strike price ( 141 ) — — — — — ( 897 ) — — ( 897 ) Stock repurchase ( 609 ) — — — 609 ( 6,188 ) — — — ( 6,188 ) Accrual for excise tax associated with stock repurchases — — — — — — ( 47 ) — — ( 47 ) Distributions to non-controlling interests, net — — — — — — — — ( 151 ) ( 151 ) Dividends declared — — — — — — 114 — — 114 Dividends paid per share $ 0.04 — — — — — — ( 3,889 ) — — ( 3,889 ) Balance at September 30, 2024 53,814 $ 54 57,408 $ 57 7,667 $ ( 66,273 ) $ 640,204 $ ( 219,592 ) $ 39,644 $ 394,094 The Notes to Consolidated Financial Statements are an integral part of these statements. 4 P10, Inc. Consolidated Statements of Cash Flows (Unaudited, in thousands) For the Nine Months Ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income/(loss) $ 13,966 $ ( 5,879 ) Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 23,039 18,607 Depreciation expense 646 535 Amortization of intangibles 19,312 21,893 Amortization of debt issuance costs and debt discount 1,063 1,080 (Income)/loss from unconsolidated subsidiaries ( 668 ) 220 Deferred tax expense 4,809 1,926 Loss on extinguishment of debt 132 — Amortization of contingent payment to customers 1,235 1,098 Remeasurement of contingent consideration 160 550 Change in operating assets and liabilities: Accounts receivable ( 6,508 ) ( 3,149 ) Due from related parties ( 16,366 ) ( 16,326 ) Prepaid expenses and other assets 10,289 310 Right-of-use assets 2,828 2,086 Accounts payable and accrued expenses 9,179 4,662 Accrued compensation and benefits 14,681 31,664 Due to related parties ( 412 ) ( 1,351 ) Other liabilities ( 274 ) ( 7,276 ) Contingent consideration — ( 3,210 ) Deferred revenues ( 689 ) ( 232 ) Lease liabilities ( 3,164 ) ( 1,401 ) Net cash provided by operating activities 73,258 45,807 CASH FLOWS USED IN INVESTING ACTIVITIES Purchase of intangible assets — ( 20 ) Funding of notes receivable ( 382 ) ( 212 ) Proceeds from notes receivable 46 14 Investments in unconsolidated subsidiaries ( 4 ) — Distributions from investments in unconsolidated subsidiaries 683 516 Software capitalization ( 261 ) — Purchases of property and equipment ( 3,440 ) ( 1,025 ) Net cash used in investing activities ( 3,358 ) ( 727 ) CASH FLOWS USED IN FINANCING ACTIVITIES Borrowings on debt obligations 386,805 28,000 Repayments on debt obligations ( 356,575 ) ( 56,369 ) Repurchase of Class A common stock ( 48,691 ) — Repurchase of Class A common stock for employee tax withholding ( 3,574 ) ( 5,181 ) Repurchase of Class B common stock — ( 851 ) Payment of contingent consideration ( 2,565 ) ( 6,476 ) Dividends paid ( 11,597 ) ( 11,031 ) Distributions to non-controlling interests ( 634 ) ( 446 ) Debt issuance costs ( 1,858 ) — Net cash used in financing activities ( 38,689 ) ( 52,354 ) Net change in cash, cash equivalents and restricted cash 31,211 ( 7,274 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 32,057 29,492 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 63,268 $ 22,218 The Notes to Consolidated Financial Statements are an integral part of these statements. 5 P10, Inc. Consolidated Statements of Cash Flows (Unaudited, in thousands) For the Nine Months Ended September 30, 2024 2023 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 15,231 $ 15,051 Net cash paid for income taxes $ 1,437 $ 1,332 NON-CASH INVESTING AND FINANCING ACTIVITIES Additions to right-of-use assets $ 3,968 $ 3,538 Additions to lease liabilities 3,968 3,538 Dividends declared 71 — RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents $ 61,451 $ 20,041 Restricted cash 1,817 2,177 Total cash, cash equivalents and restricted cash $ 63,268 $ 22,218 The Notes to Consolidated Financial Statements are an integral part of these statements. 6 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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 are 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", and collectively with RCP 2, "RCP") 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 7 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) undertakes and manages equity and debt investments in impact initiatives across North America, targeting underserved areas and other socially responsible end markets including renewable energy, historic building renovations, and affordable housing. ECP is a registered investment advisor with the United States Securities and Exchange Commission. On September 30, 2021, the Company completed acquisitions of Bonaccord and Hark. Bonaccord is an alternative asset manager focusing on acquiring minority equity interests in alternative asset management companies focused on private market strategies which may include private equity, private credit, real estate, and real asset strategies. Hark is engaged in the business of making loans to portfolio companies that are owned or controlled by financial sponsors, such as private equity funds or venture capital funds, and which do not meet traditional direct lending underwriting criteria but where the repayment of the loan by the portfolio company is guaranteed by its financial sponsor. In June 2022, the Company formed P10 Advisors, a 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. As of September 30, 2024, no units have been exchanged into shares of P10 Class A common stock. 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. During 2022, the Board approved a program to repurchase up to $ 40.0 million of outstanding shares of our Class A and Class B common stock. On February 27, 2024, the Board approved an additional $ 40.0 million to be used towards repurchases. On August 6, 2024, the Board of Directors authorized an additional $ 12.0 million for repurchases under the Stock Repurchase Program. These shares may be repurchased from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades, in accordance with Rule 10b5-1 trading plans and/or through other legally permissible means. As of September 30, 2024, $ 78.1 million has been spent to buy back shares under this program. On October 20, 2023, the Company had a transition of executives ("Executive Transition") and 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 provided for a one-year transition period to continue serving the Company in a transitional 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. Effective June 14, 2024, Mr. Alpert resigned as Executive Chairman and Chairman of the Board and the board of the Company appointed CEO and President Mr. Sarsfield to Chairman of the Board. In connection with Mr. Alpert's resignation as Executive Chairman, the Company and Mr. Alpert agreed to the early termination of Mr. Alpert's Transition Agreement. The associated expenses were recorded in compensation and benefits on the Consolidated Statements of Operations. Mr. Webb's Transition Agreement terminated in accordance with its terms on October 23, 2024. See Note 15 for further information. 8 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) Note 2. Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management believes it has made all necessary adjustments so that the Consolidated Financial Statements are presented fairly and that estimates made in preparing the Consolidated Financial Statements are reasonable and prudent. The Consolidated Financial Statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated upon consolidation. The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ended December 31, 2024 . 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 6 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 6 for more information on both consolidated and unconsolidated VIEs. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest or other means. P10 Holdings, Five Points, P10 Advisors, and ECG are concluded to be consolidated subsidiaries of P10 under the voting interest model. Reclassifications Certain reclassifications have been made within the Consolidated Financial Statements to conform prior periods with current period presentations. 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 9 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) liabilities at the dates of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of September 30, 2024, and December 31, 2023, cash equivalents include money market funds of $ 38.0 million and $ 11.1 million, respectively, which approximates fair value. The Company maintains its cash balances at various financial institutions among multiple accounts, which may periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company's credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions' credit worthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may have amounts on deposit in excess of the insured limits. Restricted Cash Restricted cash as of September 30, 2024 and December 31, 2023 was primarily cash on deposit related to RCP's lease and cash on deposit from third parties related to pending tax credit projects. There are deposit liabilities associated with restricted cash related to the pending tax credit projects reported 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 and any supplemental agreements entered into after acquisition, ("Advisory Agreements") 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 5 for further information. Current Expected Credit Losses The Company evaluates accounts receivable, due from related parties, and notes receivable using the current expected credit loss model. The Company determines 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. The Company establishes reserves for any estimated credit losses with a corresponding charge in the 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 September 30, 2024 and December 31, 2023 . If accounts are subsequently determined to be uncollectible they will be expensed in the period that determination is made. 10 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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 September 30, 2024 and December 31, 2023, respectively, there is $ 0 and $ 9.6 million within prepaid expenses and other assets on the Consolidated Balance Sheets associated with allocable state tax credits purchases. 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. All other investments in unconsolidated subsidiaries are accounted for under the measurement alternative. 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. 11 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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, which is when the Company obtains control of the asset, based on the present value of lease payments over the lease term. Lease right-of-use assets include initial direct costs incurred by the Company and are presented net of deferred rent, lease incentives and certain other existing lease liabilities. Absent an implicit interest rate in the lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease, and the Company would account for this when it is reasonably certain that the Company will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, upon amendments or other events, the Company may be required to remeasure our lease liability and right-of-use asset. The Company does not recognize a lease liability or right-of-use asset on our Consolidated Balance Sheets for short-term leases. Instead, the Company recognizes short-term lease payments as an expense when incurred. 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 13 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 September 30, 2024, 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 September 30, 2024, 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) . 12 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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 September 30, 2024 and December 31, 2023 , the contingent consideration on the Consolidated Balance Sheets is related to the acquisition of Bonaccord. 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. Refer to Note 13 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 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 September 30, 2024 and December 31, 2023, 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. 13 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) The carrying values of financial instruments comprising cash and cash equivalents, restricted cash, prepaid assets, accounts payable, accounts receivable, and due from related parties receivables excluding the receivables from the Advisory Agreements approximate fair values due to the short-term maturities of these instruments. The Company estimates the fair value of the credit facility using level two inputs. The Company discounts the future cash flows using current interest rates which the Company could obtain similar borrowings. The Company estimates the fair value of the due from related parties associated with the Advisory Agreements based on the current expectation of payments. If the payments are not expected to be made on a short-term basis, the fair value is estimated using level three inputs and a discounted cash flow model. See Note 12 for further details. The Company has a contingent consideration liability related to the acquisition of Bonaccord that is measured at fair value using level three inputs and a discounted cash flow model. As of September 30, 2024, the contingent consideration is considered fully earned and payment is expected to be made in early 2025 so the value is carried at the full balance of unpaid contingent consideration and is no longer subject to fair value measurements. The Company also had a contingent consideration liability related to the acquisition of Hark, that was valued using level three inputs and a discounted cash flows model, which was paid in in full on July 23, 2023. As a result of the settlement of the contingent consideration, no value is recorded as of December 31, 2023 and September 30, 2024. See Note 10 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 service 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 allocates a portion of consideration received under an arrangement to a financing component when it determines that a significant financing component exists. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if, at each contract inception the Company expects that the period between services being provided and cash collection would be less than one year. To the extent the Company determines that there is a significant financing component in a contract with a customer, it determines the impact of the time value of money in adjusting the transaction price to account for the income associated with the financing component by estimating the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception, based upon the credit characteristics of the customer receiving financing in the contract. 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 14 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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. 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 ("ASC 740"), we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Uncertain tax positions are recognized only when we believe it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. We recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. We file various federal and state and local tax returns based on federal and state local consolidation and stand-alone tax rules as applicable. Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares. Diluted EPS includes the determinants of basic EPS and common stock equivalents outstanding during the period adjusted to give effect to potentially dilutive securities, 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 16 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. 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 15 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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, Compensation - Stock Compensation ("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 a 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 on 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 RSUs 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 15 for further discussion. Forfeitures are recognized as they occur . Segment Reporting According to ASC 280, Segment Reporting , 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 (our Chief Executive Officer) 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. Dividends Dividends are reflected in the consolidated financial statements when declared. 16 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) Recent Accounting Pronouncements Pronouncements Recently Adopted Effective January 1, 2024, the Company adopted ASU 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 adoption of ASU 2022-03 did not have a material impact on the Company's Consolidated Financial Statements. Pronouncements Not Yet Adopted On November 27, 2023, the FASB issued ASU 2023-07, 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. The Company will adopt the standard in its financial statements for the fiscal year ending December 31, 2024 and the Company expects to expand its segment disclosures. On December 14, 2023, the FASB issued ASU 2023-09, 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. The Company is evaluating the effects of these amendments on its financial reporting. Note 3. Revenue The following presents revenues disaggregated by product offering: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Management fees $ 71,378 $ 56,856 $ 202,461 $ 172,774 Advisory fees 1,217 1,222 3,731 3,548 Subscriptions 148 128 515 385 Other revenue 1,500 736 4,727 1,960 Total revenues $ 74,243 $ 58,942 $ 211,434 $ 178,667 Note 4. 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 Bonaccord 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 three and nine months ended September 30, 2024 , the strategic alliance expense reported was $ 0.6 million and $ 2.2 million, respectively. For the three and nine months ended September 30, 2023 , the strategic alliance expense reported was $ 0.3 million and $ 1.1 million, respectively. This is reported on the Consolidated Statements of Operatio ns as strategic alliance expense in operating expenses. 17 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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 September 30, 2024 . Fund II has not yet reached the 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 Bonaccord Fund III ("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 September 30, 2024 as Fund III has not yet started raising capital and as such, there is no impact to the consolidated financial statements. 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 5. Notes Receivable The Company has two significant 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 $ 5.0 million was drawn as of September 30, 2024 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 provided $ 1.0 million of cash, in aggregate, 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 accrue interest at SOFR plus 2.10% and are payable annually in arrears. As of September 30, 2024 and December 31, 2023, the notes receivable balance associated with these notes was $ 6.0 million and $ 5.8 million, respectively. The Company recognized interest income of $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024 , respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2023 , respectively. Note 6. Variable Interest Entities Consolidated VIEs 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 $ 581.2 million and $ 579.4 million as of September 30, 2024 and December 31, 2023 , respectively. The liabilities of the consolidated VIEs totaled $ 454.8 million and $ 397.6 million as of September 30, 2024 and December 31, 2023, respectively. The assets of our consolidated VIEs are owned by those entities and not generally available to satisfy P10’s obligations. With the exception of the Credit Facility, the liabilities of our consolidated VIEs are obligations of those entities and their creditors do not generally have recourse to the assets of P10. 18 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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. Note 7. 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, suspended the use of the equity method of accounting because the Company has no guaranteed obligations or commitments to provide financial support to the investee. As of September 30, 2024, investment in unconsolidated subsidiaries totaled $ 2.6 million, of which $ 0.9 million related to RCP's investment in a privately held investment manager, $ 1.7 million related to ECG’s asset management businesses, and $ 0 related to ECG’s tax credit finance businesses. As of December 31, 2023 , investment in unconsolidated subsidiaries totaled $ 1.7 million, of which $ 0 related to RCP's investment in a privately held investment manager, $ 1.7 million related to ECG’s asset management businesses, and $ 0 related to ECG’s tax credit finance businesses. Note 8. Property and Equipment Property and equipment consist of the following: As of September 30, As of December 31, 2024 2023 Computers and purchased software $ 1,872 $ 1,528 Furniture and fixtures 2,043 1,666 Leasehold improvements 5,570 2,894 9,485 6,088 Less: accumulated depreciation ( 3,367 ) ( 2,763 ) Total property and equipment, net $ 6,118 $ 3,325 Note 9. Goodwill and Intangibles Changes in goodwill for the nine months ended September 30, 2024 are as follows: Balance at December 31, 2023 $ 506,038 Increase from acquisitions - Balance at September 30, 2024 $ 506,038 Intangibles consists of the following: As of September 30, 2024 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 ( 7,688 ) 20,552 Management and advisory contracts 194,666 ( 128,839 ) 65,827 Technology 2,380 ( 2,281 ) 99 Total finite-lived intangible assets 225,286 ( 138,808 ) 86,478 Total intangible assets $ 242,691 $ ( 138,808 ) $ 103,883 19 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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 Management and advisory contracts and finite lived trade names are amortized over 7 - 16 years and are being amortized in line with 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 $ 6,300 2025 21,269 2026 16,640 2027 13,307 2028 9,986 Thereafter 18,976 Total amortization $ 86,478 Note 10. Fair Value Measurements Financial Instruments not recognized at Fair Value The Company measures certain liabilities at fair value on a recurring basis, which are discussed below. Our financial instruments not recognized at fair value were as follows: As of September 30, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Fair Value Level Reference Assets Due from related party - Advisory Agreements $ 63,159 $ 37,231 $ 49,877 $ 49,877 3 Note 12 Liabilities Debt Obligations $ 319,411 $ 319,411 $ 289,844 $ 289,844 2 Note 11 As of September 30, 2024 and December 31, 2023, debt obligations' carrying value approximates fair value due to the recent market transaction executed and the variable rate feature of these obligations. 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 is required to be paid by October 2027, at which point the earnout expires. Payments are made after each close. As of September 30, 2024 , Bonaccord met the fundraising targets and the Company is responsible to pay the sellers the remaining $ 4.3 million of the earnout, which is expected to be paid by the end of the first quarter of 2025. The Company has paid $ 15.7 million since inception, of which $ 2.6 million was paid in the nine months ended September 30, 2024. Total remeasurement expense recognized for the three and nine months ended September 30, 2024 wa s $ 0.1 million an d $ 0.2 million, respectively. Total remeasurement expense recognized for the three and nine months ended September 30, 2023 was $ 0.1 million and $ 0.5 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. As 20 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) of September 30, 2024, all contingent consideration for the acquisitions of Hark and Bonaccord are considered fully earned. As a result, the liability transfers out of Level 3 fair value measurement as the liability is recorded at cost at the known payment amount. Until considered fully earned, the Company's contingent consideration was considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. Following September 30, 2024 , the Company has paid $ 2.1 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 three and nine months ended September 30, 2024 totaled $ 0 and $ 0 , respectively. Total remeasurement expense recognized for the three and nine months ended September 30, 2023 , respectively, totaled $ 0 and $ 0.1 million, which was included in contingent consideration expense on the Consolidated Statements of Operations. The entirety of the Hark contingent consideration of $ 5.4 million was paid during the year ended December 31, 2023. 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 For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the nine months ended September 30, 2024 and December 31, 2023. The changes in the fair value of Level III financial instruments are set forth below: Contingent Consideration Liability For the Nine Months Ended September 30, 2024 2023 Balance, beginning of year: $ 6,693 $ 17,337 Change in fair value 160 550 Settlements ( 2,565 ) ( 9,686 ) Transfers out of level 3 measurement ( 4,288 ) - Balance, end of period: $ - $ 8,201 Until transferred out of Level 3 fair value measurement, t he 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. 21 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) Note 11. Debt Obligations Debt obligations consists of the following: As of As of September 30, December 31, 2024 2023 Revolver facility $ — $ 90,700 Debt issuance costs ( 3,540 ) ( 1,848 ) Revolver facility, net $ ( 3,540 ) $ 88,852 Term Loan $ 325,000 $ 201,875 Debt issuance costs ( 2,049 ) ( 883 ) Term loan, net $ 322,951 $ 200,992 Total debt obligations, net $ 319,411 $ 289,844 September 30, 2024 Principal Amount Base Rate SOFR Rate Rate Expiration Date Term Loan $ 325,000 2.60 % 5.08 % 2/1/2025 Total $ 325,000 Revolving Credit Facility and Term Loan On December 22, 2021, the Company entered into a 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 a split of $ 87.5 million worth of term loan and $ 37.5 million of revolver . On August 1, 2024, the Company entered into a restatement agreement, which amends and restates the Credit Agreement (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement provides for a new senior secured revolving credit facility in the amount of $ 175 million, with a $ 10 million sublimit for the issuance of letters of credit (the "New Revolving Facility"), and a new senior secured term loan facility in the amount of $ 325 million (the "New Term Loan" and, together with the New Revolving Facility, the "New Credit Facilities"). The New Credit Facilities were to be used to refinance and replace the credit facilities under the Credit Agreement and for general corporate purposes, including acquisitions. The New Credit 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 2.60 %. The Company can elect one or three months for the New Revolver Facility and one, three, or six months for the New Term Loan, which the Company elected a six month SOFR rate on the New Term Loan. Principal for the New Term Loan is contractually repaid at a rate of 1.25 % on the New Term Loan quarterly effective December 31, 2025. The New Revolving Credit Facility has no contractual principal repayments until maturity, which is August 1, 2028 for both facilities. The New Credit Facilities are guaranteed by the Company's subsidiaries, subject to customary exceptions, and are secured by liens on substantially all assets of the Company, P10 Intermediate and the Company's guarantor subsidiaries, subject to customary exceptions. The Amended and Restated 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 September 30, 2024, P10 was in compliance with its financial and other covenants required under the facility. For the three and nine months ended September 30, 2024, $ 6.3 million and $ 17.5 million of interest expense was incurred, respectively. For the three and nine months ended September 30, 2023 , $ 5.1 million and $ 15.0 million of interest expense was incurred, respectively. 22 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) Debt Payable Future principal maturities of debt as of September 30, 2024 are as follows: 2024 $ - 2025 4,063 2026 16,250 2027 16,250 2028 288,437 $ 325,000 Note 12. Related Party Transactions Effective January 1, 2021, the Company entered into a sublease with 210 Capital, LLC, a related party, for office space serving as our corporate headquarters. The monthly rent expense is $ 20.3 thousand, and the lease expires December 31, 2029 . In the fourth quarter of 2022, the Company sublet an additional amount of office space in the corporate headquarters. This contributed an additional $ 3.4 thousand monthly. P10 has paid $ 0.1 million and $ 0.2 million in rent to 210 Capital, LLC for the three and nine months ended September 30, 2024 , respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2023, respectively. As described in Note 1, through its subsidiaries, the Company serves as the investment manager to the Funds. Certain expenses incurred by the Funds are paid upfront and are reimbursed from the Funds as permissible per fund agreements. As of September 30, 2024, the total accounts receivable from the Funds totaled $ 25.2 million , of which $ 9.1 million related to reimbursable expenses and $ 16.1 million related to fees earned but not yet received. 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. 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 and therefore would not be reimbursed and expensed at that time. 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. ECG provides advisory services relating to new projects undertaken by Enhanced PC under additional arrangements governed by the terms of the Advisory Agreement. 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 allocates a portion of the consideration received under this arrangement to a financing component when it determines that a significant financing component exists. As of September 30, 2024, certain of the Company's contracts with Enhanced PC contained a significant financing component, as a result of the Company's expectation that the period between services being provided and cash collection will exceed one year. Interest income related to the identified significant financing component was $ 12.5 thousand and $ 18.1 thousand for the three and nine months ended September 30, 2024 , respectively. No significant financing components were identified for the three and nine months ended September 30, 2023. As of September 30, 2024, the total advisory fees are $ 115.1 million over ten years . These agreements are subject to customary termination provisions. Since inception, $ 74.8 million of the total $ 115.1 million advisory fees have been recognized as revenue. There wa s $ 40.3 million in remaining performance obligations related to these agreements, which will be recognized between July 1, 2024 and December 31, 2031. For the three and nine months ended September 30, 2024, advisory fees earned or recognized under these agreements were $ 4.4 million and $ 12.8 million, respectively, and $ 5.3 million and $ 15.5 million for the three and nine months ended September 30, 2023 , respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations. The Company invoices Enhanced PC quarterly in arrears and earns interest on balances not paid within 30 days. Revenues from interest were $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2024 , respectively, and $ 0.2 million and $ 0.5 million for the three and nine months ended September 30, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023 , the associated receivable was $ 61.3 million and $ 48.5 million, respectively, 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. 23 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) Upon the closing of the Company’s acquisition of ECG and ECP, the Administrative Services Agreement between ECG and Enhanced Capital Holdings, Inc. (“ECH”), the entity which holds a controlling equity interest in ECP, immediately became effective. Under this agreement, ECG pays ECH for the use of their employees to provide services to Enhanced PC at the direction of ECG. The invoice associated with this agreement is paid quarterly in arrears and subject to 5 % of interest per annum. The Company recognized $ 3.8 million and $ 10.2 million for the three and nine months ended September 30, 2024 , respectively, and $ 3.1 million and $ 9.3 million for the three and nine months ended September 30, 2023, respectively, related to this agreement within compensation and benefits on the Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023 , the associated accrual was $ 1.7 million and $ 2.1 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, t he Company recognized $ 6.2 million and $ 10.5 million for the three and nine months ended September 30, 2024 , respectively, and $ 1.6 million and $ 6.6 million for the three and nine months ended September 30, 2023, 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 share, for an aggregate amount of approximately $ 50 million. On August 1, 2022, an additional purchase of 1,394,052 shares of Crossroads common stock at $ 10.76 per share occurred. The funds managed by the Company do not have the ability to change the investment strategy of Crossroads. Two members of the Board of Directors of the Company 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 $ 5 thousand and $ 15 thousand has been recognized for the three and nine months ended September 30, 2024 , respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. The Company recognized $ 5 thousand and $ 15 thousand for the three and nine months ended September 30, 2023, respectively. 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 5. Note 13. 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 $ 1.1 million and $ 3.2 million for the three and nine months ended September 30, 2024, respectively, and $ 1.0 million and $ 2.9 million for the three and nine months ended September 30, 2023, respectively. 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 September 30, 2024: 24 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) Operating lease right-of-use assets $ 18,164 Operating lease liabilities $ 20,909 Cash paid during nine months ended September 30, 2024 for operating lease liabilities $ 3,082 Weighted-average remaining lease term (in years) 6.47 Weighted-average discount rate 4.97 % The future contractual lease payments as of September 30, 2024 are as follows: 2024 $ ( 363 ) 2025 3,541 2026 3,909 2027 3,829 2028 3,549 Thereafter 10,745 Total undiscounted lease payments 25,210 Less imputed interest ( 4,301 ) Total operating lease liabilities $ 20,909 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 payments will not exceed $ 70.0 million and any amounts paid will be paid by October 2027. 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 September 30, 2024, the Company has determined that only the first two EBITDA hurdles are probable of being achieved. For the three and nine months ended September 30, 2024, $ 3.1 million and $ 9.2 million of expense, respectively, was recognized and for the three and nine months ended September 30, 2023 , $ 6.0 million and $ 17.9 million was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023, the balance was $ 35.4 million and $ 26.2 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, the fifth anniversary of the effective date. For the three and nine months ended September 30, 2024, the Company recognized $ 0.5 million and $ 1.5 million of expense , respectively, and for the three and nine months ended September 30, 2023 , $ 0.5 million and $ 1.5 million was recognized, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023, the balance was $ 3.9 million and $ 2.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets. Revenue Share Arrangement The Company recognizes accrued contingent liabilities and contingent payments to customers assets in the Consolidated Balance Sheets for agreements that exist 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 25 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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. Both options are not exercisable until a certain period of time has lapsed per the agreements. 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 term of the revenue share agreements. As of September 30, 2024, the Company has determined that the put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers. As of September 30, 2024 and December 31, 2023, the associated liabilities were $ 16.2 million and $ 16.2 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets. The associated contingent payments to customers assets were $ 12.8 million and $ 14.0 million as of September 30, 2024 and December 31, 2023, respectively. The Company recognized $ 0.4 million and $ 1.1 million of amortization of contingent payments to customers for the three and nine months ended September 30, 2024 , respectively, and $ 0.4 million and $ 1.1 million of amortization of contingent payments to customers for the three and nine months ended September 30, 2023, 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 the Chief Operating Officer William "Fritz" Souder, the Company's Chief Operating Officer ("COO"), retired from P10 in May of 2024. Associated with his retirement, the COO received $ 1.2 million of severance payments. As of September 30, 2024 and December 31, 2023 , the Company has $ 0 and $ 1.2 million of severance payable related to the retirement, which is included in accrued compensation and benefits in the Consolidated Balance Sheets. The severance expense was accrued in the fourth quarter of 2023 and has no impact on the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and for the three and nine months ended September 30, 2023. The severance payment was made in May 2024. Purchase Agreement On September 16, 2024, the Company ("Buyer") entered ino an equity purchase agreement (the "Purchase Agreement") with Qualitas Equity Funds SGEIC, S.A. ("Qualitas Funds"), Qualitas Funds Holdco, S.L. ("Seller"), Sergio Garcia Huertas and Eric Todd Halverson, pursuant to which, subject to the satisfaction or waiver of specified conditions, Buyer would acquire all of the issued and outstanding equity interests of Qualitas Funds (the "Transaction"). The consideration payable to complete the transaction consists of $ 42.3 million in cash and 2,068,794 shares of the Company's Class A Common Stock. Of this amount of Class A Common Stock, 1,669,990 shares will be delivered at closing, with 398,804 shares being subject to a five-year holdback to cover certain indemnification obligations of the Seller during the holdback period. The number of shares to be delivered was calculated based on the daily volume weighted averages of the Class A common Stock for the 20 consecutive trading days ending on September 11, 2024 which was $ 10.03 per share. Up to an additional € 31.7 million in consideration (an Earn-Out Payment") may be payable based on the run-rate net revenue as of December 31, 2027 from new funds for Qualitas Funds raised after closing. Any Earn-Out Payment will be paid in a mix of cash and Class A Common Stock at Seller's election, with no more than 65 % payable in cash. The Transaction is expected to close in the first quarter of 2025, subject to customary closing conditions. 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, if any are applicable. 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. Note 14. Income Taxes The Company calculates its tax provision using the estimated annual effective tax rate methodology. The tax expense or benefit caused by an unusual or infrequent item is recorded in the quarter in which it occurs. To the extent that information 26 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) is not available for the Company to fully determine the full year estimated impact of an item of income or tax adjustment, the Company calculates the tax impact of such item discretely. Based on these methodologies, the Company’s effective income tax rate was 48.49 % and 32.52 % for the three and nine months ended September 30, 2024, respectively. The Company's effective income tax rate was - 25.90 % and 30.24 % for the three and nine months ended September 30, 2023, respectively. The effective tax rate differs from the federal statutory rate of 21 % due to executive compensation subject to Section 162(m) limitation, capitalization of the post-l etter of intent transaction costs of the stock acquisition, state taxes, and a discrete period recognition of windfall tax adjustments related to options exercised year-to-date. The Company records deferred tax assets and liabilities for the future tax benefit or expense that will result from differences between the carrying value of its assets for income tax purposes and for financial reporting purposes, as well as for operating loss and tax credit carryovers. A valuation allowance is recorded to bring the net deferred tax assets to a level that, in management's view, is more likely than not to be realized in the foreseeable future. This level will be estimated based on a number of factors, especially the amount of net deferred tax assets of the Company that are actually expected to be realized, for tax purposes, in the foreseeable future. As of September 30, 2024 , the Company has recorded a $ 12.8 million valuation allowance against deferred tax assets, primarily related to a note impairment. There was no change to the valuation allowance during the nine months ended September 30, 2024. The Company monitors federal and state legislative activity and other developments that may impact our tax positions and their relation to the income tax provision. Any impacts will be recorded in the period in which the legislation is enacted or new regulations are issued. The Company is subject to examination by the United States Internal Revenue Service as well as state and local tax authorities. The Company is not currently under audit. Note 15. 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. Starting with options granted in 2024 under the Plan, vesting occurs on a graded schedule with 25 % vesting on each of the second, third, fourth, and fifth anniversary of the grant date, but only if the grantee is continuously employed by the Company or a subsidiary through each such date. Options granted prior to 2024 under both the Plan and 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 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. On June 14, 2024, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 11,000,000 shares that may be issued under the Plan, resulting in a total of 29,300,000 shares available for grant under the Plan and the 2018 Plan. As of September 30, 2024, there are 10,409,508 shares available for grant under the Plan. 27 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) A summary of stock option activity for the nine months ended September 30, 2024 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, 2023 12,715,381 $ 8.15 7.82 $ 30,872,113 Granted 2,536,717 8.00 Exercised ( 607,405 ) 1.43 Expired/Forfeited ( 1,207,827 ) 8.49 Outstanding as of September 30, 2024 13,436,866 $ 8.40 7.57 $ 33,514,672 Exercisable as of September 30, 2024 2,081,677 $ 4.88 6.03 $ 12,140,396 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 in the 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. Until October 2023, stock price volatility was 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. Since October 2023, stock price volatility is estimated using a weighted average of P10 and 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 the quarterly dividend as of the grant date. The stock-based compensation expense for stock options was $ 1.8 million and $ 7.1 million for the three and nine months ended September 30, 2024 , respectively, and $ 1.9 million and $ 5.3 million for the three and nine months ended September 30, 2023, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of September 30, 2024 was $ 11.6 million and is expected to be recognized over a weighted average period of 2.83 years. Any future forfeitures will impact this amount. The weighted average assumptions used in calculating the fair value of stock options granted during the nine months ended September 30, 2024 and September 30, 2023 were as follows: For the Nine Months Ended September 30, 2024 2023 Expected life (in years) 6.75 7.5 Expected volatility 37.50 % 38.33 % Risk-free interest rate 4.23 % 4.09 % Expected dividend yield 1.63 % 1.20 % The Company has granted restricted stock awards ("RSAs") to certain non-employee directors. 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, 2023 32,722 $ 11.46 Granted 93,473 8.02 Vested ( 32,722 ) 11.46 Forfeited — — Outstanding as of September 30, 2024 93,473 $ 8.02 28 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) The Company has granted restricted stock units ("RSUs") to certain employees. Holders of RSUs have no voting rights but generally are eligible to receive dividends or other distributions paid with respect to any RSUs that have not vested. Most 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 September 30, 2024 , certain performance metrics have been met and specific employees have earned $ 11.3 million in value, which $ 6.6 million was issued in shares and $ 4.7 million was issued in cash. The Company evaluates whether it is pro bable that the Bonaccord Units will vest and applies the tranche method to determine the amount of expense to recognize during the period. Future vested tranches will be settled in cash. An expense of $ 3.1 million and $ 3.2 million has been recorded for the three and nine months ended September 30, 2024 , respectively, and $ 0.4 million and $ 5.6 million for the three and nine months ended September 30, 2023 on the Consolidated Statements of Operations. As of September 30, 2024 , the Company deemed $ 16.1 million probable and $ 0.3 million is unrecognized expense. 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. All Hark Units have vested and been issued. An expense of $ 0 has been recorded for the three and nine months ended September 30, 2024 , and $ 0 and $ 0.3 million for the three and nine months ended September 30, 2023, respectively, 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, sold, 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 $ 1.0 million increments quarterly beginning on October 20, 2023, and at the start of each of the following three quarters. Each $ 1.0 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 September 30, 2024 , $ 4.0 million has been issued. For the three and nine months ended September 30, 2024 , $ 1.8 million and $ 3.0 million of stock compensation expense, respectively, was recognized on the Consolidated Statements of Operations. No stock compensation expense for these units was incurred for the three and nine months ended September 30, 2023 . The unrecognized expense associated with the Executive Transition Units was $ 0.5 million as of September 30, 2024. 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 September 30, 2024 , no ne of the Executive Market Units have vested. For the three and nine months ended September 30, 2024 , $ 0.6 million and $ 2.0 million of stock compensation expense was recognized on the Consolidated Statements of Operations. No stock compensation expense for these units was incurred for the three and nine months ended September 30, 2023 . The unrecognized expense associated with the Executive Market Units was $ 8.3 million as of September 30, 2024. 29 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) 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 (in years) 5 Expected volatility 40.00 % Risk-free interest rate 4.81 % Expected dividend yield 1.42 % The below table excludes Executive Market Units that the market conditions have not been satisfied, Executive Transition Units that have not vested and are recorded as a liability, and Bonaccord or Hark Units 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, 2023 1,418,094 $ 9.15 Granted 1,241,344 8.34 Vested ( 750,714 ) 9.60 Forfeited ( 3,819 ) 9.30 Outstanding as of September 30, 2024 1,904,905 $ 8.44 Note 16. Earnings Per Share The Company presents basic EPS and diluted EPS for our common stock. Basic EPS excludes potential dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if shares of common stock were issued pursuant to our stock-based compensation awards. For the three and nine months ended September 30, 2024, diluted EPS also 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. 30 P10, Inc. Notes to Consolidated Financial Statements (Unaudited, dollar amounts in tables stated in thousands, except per share amounts) The following table presents a reconciliation of the numerators and denominators used in the computation of basic and diluted EPS: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Numerator for basic calculation—Net income/(loss) Numerator for basic calculation—Net income/(loss) attributable to P10 $ 1,406 $ ( 8,416 ) $ 13,420 $ ( 6,048 ) Adjustment for: Net income/(loss) attributable to noncontrolling interests in P10 Intermediate ( 73 ) ( 334 ) 546 169 Numerator for earnings/(loss) per share Numerator for earnings/(loss) per share assuming dilution $ 1,333 $ ( 8,750 ) $ 13,966 $ ( 5,879 ) Denominator: Denominator for basic calculation—Weighted- average shares outstanding, basic attributable to P10 111,374 116,235 112,954 116,134 Weighted shares assumed upon exercise of partnership units 3,917 - 3,917 - Weighted shares assumed upon exercise of stock options and vesting of restricted stock units 3,985 - 3,867 - Denominator for earnings/(loss) per share assuming dilution 119,276 116,235 120,738 116,134 Earnings/(loss) per Class A share—basic $ 0.01 $ ( 0.07 ) $ 0.12 $ ( 0.05 ) Earnings/(loss) per Class A share—diluted $ 0.01 $ ( 0.07 ) $ 0.12 $ ( 0.05 ) Earnings/(loss) per Class B share—basic $ 0.01 $ ( 0.07 ) $ 0.12 $ ( 0.05 ) Earnings/(loss) per Class B share—diluted $ 0.01 $ ( 0.07 ) $ 0.12 $ ( 0.05 ) The computations of diluted earnings per share on a weighted average basis would exclude 8.1 million and 10.1 million options for the three and nine months ended September 30, 2024 , respectively, because the options were anti-dilutive. The computations of diluted earnings per share on a weighted average basis exclude 1.8 million and 3.2 million options for the three and nine months ended September 30, 2023 , respectively, because the options were anti-dilutive. Note 17. Subsequent Events The Board of Directors of the Company has declared a quarterly cash dividend of $ 0.035 per share of Class A and Class B common stock, payable on December 20, 2024, to the holders of record as of the close of business on November 29, 2024. Robert Alpert and C. Clark Webb resigned from the Company's Board of Directors, effective November 7, 2024. In accordance with ASC 855, Subsequent Events , the Company evaluated all material events or transactions that occurred after September 30, 2024 , 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. 31