Ridgepost Capital, Inc 8-K/A, filed Dec 28, 2022
Ridgepost Capital, Inc. (RPC)
About this 8-K/A
Ridgepost Capital, Inc filed this 8-K/A on December 28, 2022, reporting on events of October 13, 2022.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Series A Junior Participating Preferred Stock Purchase Rights |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
EXPLANATORY NOTE
On October 13, 2022, P10, Inc. (“P10” or the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of the acquisition (the “Acquisition”) of all of the outstanding membership interests of Westech Investment Advisors LLC, a California limited liability company (“WTI”), pursuant to a previously announced Sale and Purchase Agreement, dated August 25, 2022, by and among WTI, the Company, P10 Intermediate Holdings, LLC, Westech Investment Management, Inc., Maurice C. Werdegar, David R. Wanek, the Bonnie Sue Swenson Survivors Trust, Jay L. Cohan, and David R. Wanek (in his capacity as the Seller Representative). The Initial Form 8-K stated that the historical financial statements of WTI and pro forma financial information related to the Acquisition would be filed, as permitted under Items 9.01(a) and 9.01(b) of Form 8-K, by an amendment to the Initial Form 8-K.
This amendment to the Initial Form 8-K on Form 8-K/A amends and supplements the Initial Form 8-K to include the financial statements of WTI and pro forma financial information as described in Items 9.01(a) and 9.01(b) of Form 8-K. No other amendments are being made to the Initial Form 8-K. This Current Report on Form 8-K/A should be read in conjunction with the Initial Form 8-K, which provides a more complete description of the Acquisition.
The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, are based on various adjustments and assumptions and is not necessarily indicative of what the Company’s consolidated statement of operations or consolidated statement of financial condition would have been had the Acquisition and other adjustments been completed as of the dates indicated or will be for any future periods.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of Westech Investment Advisors LLC and Subsidiaries as of and for the year ended December 31, 2021are filed herewith as Exhibit 99.1 and are incorporated in their entirety herein by reference.
The unaudited consolidated financial statements of Westech Investment Advisors LLC and Subsidiaries as of as of September 30, 2022 and for the period from January 1, 2022 through September 30, 2022 are filed herewith as Exhibit 99.2 and are incorporated in their entirety herein by reference.
(b) Pro Forma Financial Information
Unaudited pro forma financial information as of and for the nine months ended September 30, 2022 and for the year ended December 31, 2021 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.
| (d) | Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| P10, INC. | ||||||
| Date: December 28, 2022 | By: | /s/ Amanda Coussens | ||||
| Amanda Coussens | ||||||
| Chief Financial Officer | ||||||
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement No. 333-264882 on Form S-8 and Registration Statement No. 333-268275 on Form S-3 of P10, Inc. of our report dated November 4, 2022, relating to the consolidated financial statements of Westech Investment Advisors LLC and subsidiaries appearing in this Current Report on Form 8-K/A of P10, Inc dated December 28, 2022.
/s/ Deloitte & Touche LLP
San Francisco, CA
December 28, 2022
Exhibit 99.1
Westech Investment Advisors LLC and Subsidiaries
Consolidated Financial Statements as of and for the year ended December 31, 2021, and Independent Auditor’s Report
|
Deloitte & Touche LLP 555 Mission Street Suite 1400 San Francisco, CA 94105 USA
Tel: +1 415 783 4000 www.deloitte.com |
To the Members of Westech Investment Advisors LLC:
Opinion
We have audited the consolidated financial statements of Westech Investment Advisors LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2021, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As discussed in Note 11 to the financial statements, the Members of the Company entered into an agreement to sell their entire membership interest in the Company. The transaction was closed on October 13, 2022. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ Deloitte & Touche LLP
November 4, 2022
Westech Investment Advisors LLC and Subsidiaries
December 31, 2021
| ASSETS |
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| Cash and cash equivalents |
$ | 13,748,120 | ||
| Marketable securities, at fair value |
48,238 | |||
| Due from affiliated Investment Funds |
9,680,428 | |||
| Equity interest in Investment Funds |
2,134,555 | |||
| Right -of-use assets |
348,487 | |||
| Prepaid expenses |
246,182 | |||
| Furniture, equipment and leasehold improvements, net |
141,805 | |||
| Assets of Consolidated Subsidiaries (Note 4): |
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| Cash and cash equivalents |
10,185,927 | |||
| Equity interest in Investment Funds |
4,481,070 | |||
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| TOTAL ASSETS |
$ | 41,014,812 | ||
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| LIABILITIES AND MEMBERS’ EQUITY | ||||
| LIABILTIES |
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| Compensation and benefits payable |
$ | 5,763,646 | ||
| Due to affiliated Investment Fund |
3,000,000 | |||
| Other accounts payable |
198,161 | |||
| Lease obligation |
365,965 | |||
| Liabilities of Consolidated Subsidiaries (Note 4): |
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| Performance Incentive Compensation Payable |
2,729,828 | |||
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| Total liabilities |
$ | 12,057,600 | ||
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| Commitments and contingencies (Note 7) |
— | |||
| Members’ Equity |
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| Class A common shares, 600 shares issued and outstanding |
$ | — | ||
| Class B common shares, 10 shares issued and outstanding |
— | |||
| Class C common shares, 150 shares issued and outstanding |
— | |||
| Class D common shares, 150 shares issued and outstanding |
— | |||
| Retained earnings |
18,928,988 | |||
| Noncontrolling interest |
10,028,224 | |||
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| Total members’ equity |
$ | 28,957,212 | ||
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| TOTAL LIABILTIES AND MEMBERS’ EQUITY |
$ | 41,014,812 | ||
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The Notes to the Consolidated Financial Statements are an integral part of this statement
3
Westech Investment Advisors LLC and Subsidiaries
Consolidated Statement of Operations
For the Year Ended December 31, 2021
| REVENUES AND OTHER INCOME |
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| From related parties: |
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| Management fees |
$ | 31,911,568 | ||
| Carried interest |
58,131,181 | |||
| Investment income |
697,067 | |||
| Recognized by Consolidated Subsidiaries (Note 4): |
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| Carried interest |
16,941,492 | |||
| Investment income |
1,369,460 | |||
| From non-related party income: |
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| Other Income |
57,787 | |||
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| Total revenues and other income |
109,108,555 | |||
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| EXPENSES |
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| Compensation and benefits |
$ | 21,979,333 | ||
| Professional fees |
2,469,554 | |||
| General, administrative and other |
1,641,298 | |||
| Depreciation and amortization |
96,499 | |||
| Unrealized trading losses |
59,329 | |||
| Incurred by Consolidated Subsidiaries (Note 4): |
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| Performance Incentive Compensation - Employees |
4,540,320 | |||
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| Total expenses |
30,786,333 | |||
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| NET INCOME |
78,322,222 | |||
| NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST |
12,604,143 | |||
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| NET INCOME ATTRIBUTABLE TO WESTECH INVESTMENT ADVISORS LLC |
65,718,079 | |||
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The Notes to the Consolidated Financial Statements are an integral part of this statement
4
Westech Investment Advisors LLC and Subsidiaries
Consolidated Statement of Changes in Members’ Equity
For the Year Ended December 31, 2021
| Total | ||||||||||||||||||||||||||||||||||||||||||||
| Class A Shares | Class B Shares | Class C Shares | Class D Shares | Retained | Noncontrolling | Members’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Earnings | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2021 |
600 | $ | — | 10 | $ | — | 150 | $ | — | 150 | $ | — | $ | 6,176,021 | $ | 4,062,868 | $ | 10,238,889 | ||||||||||||||||||||||||||
| Net income |
— | — | — | — | 65,718,079 | 12,604,143 | 78,322,222 | |||||||||||||||||||||||||||||||||||||
| Contributions |
— | — | — | — | — | 349,125 | 349,125 | |||||||||||||||||||||||||||||||||||||
| Distributions |
— | — | — | — | (52,965,112 | ) | (6,987,912 | ) | (59,953,024 | ) | ||||||||||||||||||||||||||||||||||
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| Balance at December 31, 2021 |
600 | $ | — | 10 | $ | — | 150 | $ | — | 150 | $ | — | $ | 18,928,988 | $ | 10,028,224 | $ | 28,957,212 | ||||||||||||||||||||||||||
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The Notes to the Consolidated Financial Statements are an integral part of this statement
5
Westech Investment Advisors LLC and Subsidiaries
Consolidated Statement of Cash Flows
For the Year Ended December 31, 2021
| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net income |
$ | 78,322,222 | ||
| Adjustments to reconcile net income to net cash |
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| provided by operating activities: |
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| Carried Interest - In-kind receipt of carried interest from related parties |
(22,793,936 | ) | ||
| Unrealized trading losses |
59,329 | |||
| Proceeds from sale of marketable securities |
718 | |||
| Change in equity interest in Investment Funds |
(697,067 | ) | ||
| Depreciation and amortization expense |
96,499 | |||
| Non-cash lease expense |
6,623 | |||
| Changes in operating assets and liabilities: |
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| Due from affiliated Investment Funds |
(2,221,491 | ) | ||
| Prepaid expenses |
75,504 | |||
| Other accounts payable |
(184,714 | ) | ||
| Compensation and benefits payable |
1,231,752 | |||
| Due to affiliated investment fund |
3,000,000 | |||
| Lease obligation |
(41,580 | ) | ||
| Changes related to Consolidated Subsidiaries (Note 4): |
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| Change in equity interest in Investment Funds |
(1,369,460 | ) | ||
| Performance Incentive Compensation Payable |
2,195,335 | |||
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| Net cash provided by operating activities |
57,679,734 | |||
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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| Purchase of furniture, equipment and leasehold improvements |
(95,882 | ) | ||
| Contributions to Investment Funds |
(719,125 | ) | ||
| Distributions from Investment Funds |
1,160,261 | |||
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| Net cash provided by investing activities |
345,254 | |||
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Contributions |
349,125 | |||
| Distributions |
(36,715,662 | ) | ||
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| Net cash used in financing activities |
(36,366,537 | ) | ||
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| Increase in cash and cash equivalents |
21,658,451 | |||
| CASH AND CASH EQUIVALENTS, beginning of year |
2,275,596 | |||
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| CASH AND CASH EQUIVALENTS, end of year |
$ | 23,934,047 | ||
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| SUPPLEMENTAL INFORMATION |
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| Cash paid for amounts included in lease obligation |
$ | 551,380 | ||
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| NON-CASH SUPPLEMENTAL INFORMATION |
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| In-kind distribution from Investment Funds |
$ | 551,711 | ||
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| In-kind distributions to members |
$ | 23,237,362 | ||
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The Notes to the Consolidated Financial Statements are an integral part of this statement
6
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Note 1. Organization and Nature of Business
Westech Investment Advisors LLC (“WIA”) was formed as a limited liability company and provides investment management services to the Company’s family of investment funds (Investment Funds). These Investment Funds include certain debt funds (“Debt Funds”) and an equity fund (“Equity Opportunity Fund”). Debt Funds include Venture Lending & Leasing IV, LLC, Venture Lending & Leasing V, LLC, Venture Lending & Leasing VI, LLC, Venture Lending & Leasing VII, LLC, Venture Lending & Leasing VIII, LLC, Venture Lending & Leasing IX, LLC and WTI Fund X, LLC. Equity Opportunity Fund includes WTI Equity Opportunity Fund I, LLC.
Each of the Debt Funds provides debt and equity based financing primarily to venture capital backed technology and health care companies. Each fund is organized as a limited liability company that is formed for the principal purpose of acquiring and owning all of the outstanding shares of a business development company and the secondary purpose of acquiring and owning direct interest in companies. Each business development company is a closed end management investment company registered with the United States Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940. An equity opportunity fund was added to this family of funds in 2015. The Equity Opportunity Fund was established to co-invest alongside one or more of the Debt Funds and its goal is to make selective equity investments that are beyond the equity mandate of the Debt Funds.
Management services provided by WIA include portfolio management and supervision of all operations, transfer agency, investment custodian and accounting services. WIA generally provides management services on a non-exclusive basis. Under the terms of its agreements with the Debt Funds, WIA may call capital from a new Debt Funds once all previous Debt Funds have invested at least 75% of the members’ subscribed capital commitments. Similarly, under the terms of its agreement with the Equity Opportunity Fund, WIA may call capital from a new Equity Opportunity Fund once all previous Equity Funds have invested at least 70% of the members’ subscribed capital commitments.
WIA is registered as an investment adviser with the SEC under the Investment Advisors Act of 1940. WIA’s offices are primarily located in Portola Valley, California.
Note 2. Significant Accounting Policies and Basis of Presentation
The consolidated financial statements include the accounts of WIA and its consolidated variable interest entities, WTI Fund X GP, LLC, Venture Lending & Leasing IX GP, LLC, and WTI Equity Opportunity Fund GP I, L.L.C. (the “General Partners”) (collectively with WIA, the “Company”).
The consolidated financial statements of the Company are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All accounts are maintained in U.S. dollars.
Certain entities in which the Company holds an interest are investment companies that follow specialized accounting rules under U.S. GAAP and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company’s equity method investments in such entities retains the specialized accounting treatment.
Recent Accounting Pronouncements
Pronouncements not yet adopted
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides amendments to ASC 326, Financial Instruments - Credit Losses,
7
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
which replaces the incurred loss impairment model with a current expected credit loss (“CECL”) model. CECL requires a company to estimate lifetime expected credit losses based on relevant information about historical events, current conditions and reasonable and supportable forecasts. The guidance must be applied using the modified retrospective adoption method on January 1, 2023, with early adoption permitted.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the consolidated financial statements and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers any investment with an original maturity of three months or less to be a cash equivalent. The Company holds no cash equivalents at December 31, 2021.
Furniture, Equipment and Leasehold Improvements
Furniture, equipment and software are stated at cost, less accumulated depreciation, and are depreciated over their estimated useful lives, ranging from 3 to 10 years, using the straight-line method beginning in the year an item was placed in service. Leasehold improvements, which are also stated at cost, less accumulated amortization, are amortized over the shorter of their estimated useful lives or the term of the leases.
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. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then the Company ranks the estimated values based on the observability of the inputs used following the fair value hierarchy set forth by the Financial Accounting Standards Board (FASB).
At December 31, 2021, the Company used the following valuation techniques to measure fair value for assets:
| 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 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. |
The carrying values of financial instruments comprising cash and cash equivalents, prepaid assets, accounts payable, accounts receivable and due from related parties approximate fair values due to the short-term maturities of these instruments.
8
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Marketable Securities
Marketable securities consist of common stock in a publicly traded company. The marketable securities are classified as trading securities and are carried at fair value, with changes in unrealized gains and losses recorded in unrealized trading losses on the Consolidated Statement of Operations. As of December 31, 2021, all the Company’s marketable securities are classified as Level 1 within the fair value hierarchy. For the year ended December 31, 2021, all of the trading losses relate to marketable securities still held as of December 31, 2021.
Compensation Policy
Compensation and Benefits
The Company’s accounting policy for employee compensation follows ASC Topic 710, Compensation. Employee compensation is recorded in Compensation and Benefits in the Consolidated Statement of Operations. Consolidated carried interest paid to employees of the Company is recognized in Performance Incentive Compensation – Employees on the Consolidated Statement of Operations.
Leases
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, and subsequently issued several related amendments which are codified in FASB Accounting Standards Codification (“ASC”) Topic 842. The standard requires lessees to record right of-use assets and lease obligations arising from most operating leases on its balance sheet. The Company adopted the standard for the reporting period beginning January 1, 2021, and adopted the standard using a modified retrospective method. The adoption did not significantly impact its Consolidated Statement of Operations or its Consolidated Statement of Cash Flows. Upon adoption on January 1, 2021, the Company recorded a lease obligation and a corresponding right-of-use asset of $364,774 and $312,339, respectively.
The Company currently leases office space under operating lease arrangements. As these leases expire, it is expected that, in the normal course of business, they will be renewed or replaced. The Company must record a right-of-use asset and a lease obligation at the commencement date of the lease, other than for leases with an initial term of 12 months or less. A lease obligation is initially and subsequently reported at the present value of the outstanding lease payments determined by discounting those lease payments over the remaining lease term using the incremental borrowing rate as of the commencement date. A right-of-use asset is initially reported at the present value of the corresponding lease obligation plus any prepaid lease payments and initial direct costs of entering into the lease, and reduced by any lease incentives. Subsequently, a right-of-use asset is reported at the present value of the lease obligation adjusted for any prepaid or accrued lease payments, remaining balances of any lease incentives received, unamortized initial direct costs of entering into the lease and any impairments of the right-of-use asset. The Company tests for possible impairments of right-of-use assets annually or more frequently whenever events or changes in circumstances indicate that the carrying value of a right-of-use asset may exceed its fair value. Subsequent to an impairment, the carrying value of the right-of-use asset is amortized on a straight-line basis over the remaining lease term.
Most lease agreements for office space that are classified as operating leases contain renewal options, rent escalation clauses or other lease incentives provided by the lessor. Lease expense is accrued to recognize lease escalation provisions and renewal options that are reasonably certain to be exercised, as well as lease incentives provided by the lessor, on a straight-line basis over the lease term and is reported in general, administrative and other expenses in the Statement of Operations.
9
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Additionally, upon amendments or other events, the Company may be required to remeasure our lease liability and right-of-use asset.
Revenue Recognition
Management Fees
The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligation(s) are satisfied.
Management fees from the Investment Funds are recognized as the performance obligation is fulfilled and are billed quarterly in arrears based on total assets or aggregate capital commitments for the Debt Funds and total cost of investments for the Equity Opportunity Fund. The management fee percent generally ranges from the greater of 1.5% of committed capital or 2.5% of total assets per annum.
As it relates to the Company’s performance obligation to provide investment management services, the Company typically satisfies this performance obligation over time as the services are rendered, since the Investment Funds simultaneously receive and consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the Investment Funds. Revenue recognized for the investment management services provided is generally the amount determined at the end of the period because that is when the uncertainty for that period is resolved.
Carried Interest
The Company accounts for carried interest, which represents a performance-based capital allocation from an investment fund to the Company, as earnings from financial assets within the scope of ASC 323, Investments-Equity Method and Joint Ventures. The Company recognizes carried interest, when received and no reversal is probable, as a separate revenue line item in the Consolidated Statement of Operations.
Carried interest is dependent upon exceeding specified investment return thresholds, generally after the members of Investment Funds have received distributions providing them with a preferred return of 8%. Carried interest typically arise from investment management services that began in prior reporting periods.
Account Receivable
Accounts receivable are equal to contractual amounts reduced for allowances, if applicable. The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of December 31, 2021. If accounts become uncollectible, they will be written-off when that determination is made.
Income Taxes
The Company is not subject to federal income taxes. The members are responsible for reporting their proportionate share of the Company’s income on their separate tax returns. Accordingly, no federal income tax accruals have been provided for in the accompanying financial statements. The Company is subject to state income taxes in California and New York.
10
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Accounting principles generally accepted in the United States of America set forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Company did not have any unrecognized tax benefits in the accompanying financial statements. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2021, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward (with limited exceptions).
The Company accounts for uncertain tax positions in accordance with ASC 740-10, Income Taxes. ASC 740-10 provides several clarifications related to uncertain tax positions. Most notably, a “more likely-than-not” standard for initial recognition of tax positions, a presumption of audit detection and a measurement of recognized tax benefits based on the largest amount that has a greater than 50 percent likelihood of realization. ASC 740-10 applies a two-step process to determine the amount of tax benefit to be recognized in the financial statements. First, the Company must determine whether any amount of the tax benefit may be recognized. Second, the Company determines how much of the tax benefit should be recognized (this would only apply to tax positions that qualify for recognition). Accordingly, the Company has not recognized any penalty, interest or tax impact related to uncertain tax positions.
Risks and Uncertainties
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties. The Company’s maximum exposure under these arrangements is unknown as they involve future claims that have not occurred and may not occur. However, based on past experience, management expects the risk of loss to be remote.
Variable Interest Entities
As further described in Note 3, the Company holds membership interests in certain of the Investment Funds. In addition, the principal owners of the Company maintain membership interests in the Investment Funds. Furthermore, as noted in Note 4, WIA serves as the managing member and has membership interest in the managing member of certain Investment Funds (hereafter referred to as the “General Partners”).
As the managing member to certain Investment Funds and General Partners in which the Company also has membership interest, the Company has disproportionate voting rights compared to its economic interest. As a result, the Investment Funds and General Partners are considered variable interest entities (VIEs) in accordance with FASB ASC Topic 810, Consolidation.
The Company analyzes whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. Performance of that analysis requires the exercise of significant judgment. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the VIE held either directly by the Company or indirectly through related parties, to determine whether the Company has the power to direct the activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
As a result of this analysis, the investors in the Investment Funds have been identified as the primary beneficiaries of the Investment Funds. As the Company is not the primary beneficiary of the Investment Funds, the Company has not consolidated the Investment Funds for financial reporting purposes.
11
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
The Company consolidates the General Partners, which were established for purposes of allocating and distributing carried interest received from certain Investment Funds to owners, principles and employees of the Company. The Company has determined it has an implicit variable interest in the General Partners, as the carried interest allocated to employees of the Company is considered compensation to the Company’s employees. As a result, the Company has determined it is the primary beneficiary of the General Partners.
Investments
For equity investments where the Company is not the primary beneficiary of a VIE, but can exert significant influence over the financial and operating policies of the investee, the Company follows the equity method of accounting. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees requires significant judgment based on the facts and circumstances surrounding each individual investment. Factors considered in these evaluations may include the type of investment, the legal structure of the investee, the terms and structure of the investment agreement, including investor voting or other rights, the terms of the Company’s advisory agreement or other agreements with the investee, any influence the Company may have on the governing board of the investee, the legal rights of other investors in the entity pursuant to the fund’s operating documents and the relationship between the Company and other investors in the entity.
The Company’s equity method investees are investment companies and record their underlying investments at fair value. Therefore, under the equity method of accounting, the Company’s share of the investee’s underlying net income predominantly represents fair value adjustments in the investments held by the equity method investees. The Company’s share of the investees’ underlying net income or loss is based upon the most currently available information and is recognized as investment income.
Note 3. Investments in Funds
As of December 31, 2021, the Company and Consolidated Subsidiaries held membership interests in Investment Funds accounted for under the equity method in the amount of $6,615,625 which is included in equity interest in Investment Funds on the Consolidated Balance Sheet.
In addition to direct investments in the Investment Funds, the Company also holds variable interests in certain Investment Funds through its position as the managing member. The investment strategies and business purposes of the Investment Funds in which the Company serves as the managing member are described below:
The investment strategy of Venture Lending & Leasing IV, LLC, Venture Lending & Leasing V, LLC, Venture Lending & Leasing VI, LLC, Venture Lending & Leasing VII, LLC, Venture Lending & Leasing VIII, LLC, Venture Lending & Leasing IX, LLC, and WTI Fund X, LLC, each an Investment Fund, is to provide debt financing to carefully selected companies that have received equity funding from traditional sources of venture capital equity funding (i.e. a professionally managed venture capital firm) as well as non-traditional sources of venture capital equity funding (e.g. angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, “Venture-Backed Companies”), generally in the form of secured loans.
WTI Equity Opportunity Fund I, L.P., is an Investment Fund organized to make selective equity investments in Venture-Backed Companies.
12
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
The following table presents information regarding the Company’s ownership percentage of equity method investments, as well as summarized financial information of the equity method investments as of and for the year ended December 31, 2021.
| Venture Lending & Leasing IV, LLC |
Venture Lending & Leasing V, LLC |
Venture Lending & Leasing VI, LLC |
Venture Lending & Leasing VII, LLC |
Venture Lending & Leasing VIII, LLC |
Venture Lending & Leasing IX, LLC(1) |
WTI Fund X, LLC(1) |
WTI Equity Opportunity Fund I, L.P.(1)(2) |
|||||||||||||||||||||||||
| Fund Commitments |
250,000,000 | 270,000,000 | 294,000,000 | 375,000,000 | 423,625,000 | 460,000,000 | 500,000,000 | 75,000,000 | ||||||||||||||||||||||||
| WIA Commitment |
700,000 | 1,000,000 | 1,000,000 | 1,100,000 | 1,100,000 | 1,000,000 | 1,000,000 | 2,625,000 | ||||||||||||||||||||||||
| Owner percentage |
0.3 | % | 0.4 | % | 0.3 | % | 0.3 | % | 0.3 | % | 0.2 | % | 0.2 | % | 3.5 | % | ||||||||||||||||
| Assets |
4,445,179 | 19,217,160 | 82,594,795 | 264,660,609 | 489,618,726 | 788,674,226 | 105,066,492 | 106,440,154 | ||||||||||||||||||||||||
| Liabilities |
10,539 | 24,239 | 43,881 | 2,012,769 | 50,935,032 | 271,911,175 | 57,819,348 | 89,203 | ||||||||||||||||||||||||
| Members’ equity |
4,434,640 | 19,192,921 | 82,550,914 | 262,647,840 | 438,683,694 | 516,763,051 | 47,247,144 | 106,350,951 | ||||||||||||||||||||||||
| Investment Income |
276 | 583 | 532,842 | 6,474,407 | 38,253,970 | 85,983,924 | 1,456,546 | 266 | ||||||||||||||||||||||||
| Expenses |
122,650 | 188,290 | 455,628 | 8,110,306 | 17,768,560 | 18,996,642 | 3,343,584 | 435,748 | ||||||||||||||||||||||||
| Gain(loss) on investments |
(4,065,356) | 5,368,551 | 3,927,770 | 107,164,891 | 171,288,009 | 112,719,300 | (674,202) | 35,688,322 | ||||||||||||||||||||||||
| Net income (loss) |
(4,187,730 | ) | 5,180,844 | 4,004,984 | 105,528,992 | 191,773,419 | 179,706,582 | (2,561,240 | ) | 35,252,840 | ||||||||||||||||||||||
| (1) | WIA’s interest is held through its consolidated variable interest entities. |
| (2) | 100% of the interest in WTI Equity Opportunity Fund I, L.P. is represented by noncontrolling interest. |
The Company’s risk of loss for the investments in funds is limited to its investment balance and unfunded capital commitments as disclosed in Note 7.
| Note 4. | Consolidated Variable Interest Entities |
WTI Fund X GP, LLC, Venture Lending & Leasing IX GP, LLC, and WTI Equity Opportunity Fund GP I, L.L.C., each a General Partner (collectively referred to as “Consolidated Subsidiaries” or “WIA GPs”) serve as the managing members and have direct investments in WTI Fund X, LLC and Venture Lending & Leasing IX, LLC, and WTI Equity Opportunity Fund I, L.P.
The ownership of each of the General Partners is divided into two classes of interest, the “LLC Interest” and “Capital Interest”. The LLC Interest is summarized as the rights to the General Partners’ carried interest in the underlying funds. The Capital Interest is summarized as the rights to the General Partners’ capital account balances in the underlying funds, excluding any allocated carried interest. WIA’s ownership of the LLC Interest and Capital interest in the General Partners as of December 31, 2021 is summarized in the following table:
| LLC Interest | Capital Interest | |||||||
| WTI Fund X GP, LLC, |
5 | % | 100 | % | ||||
| Venture Lending & Leasing IX GP, LLC |
5 | % | 100 | % | ||||
| WTI Equity Opportunity Fund GP I, LLC |
5 | % | 0 | % | ||||
13
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
The following table summarizes the assets and liabilities of Venture Lending & Leasing IX GP, LLC and WTI Equity Opportunity Fund GP I, L.L.C. that are included in the Company’s Consolidated Balance Sheet.
| Venture Lending & Leasing IX GP, LLC |
WTI Equity Opportunity Fund GP I, L.L.C. |
|||||||
| Cash and cash equivalents |
$ | 10,185,927 | $ | — | ||||
| Investments in funds |
1,063,144 | 3,417,926 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 11,249,071 | $ | 3,417,926 | ||||
|
|
|
|
|
|||||
| Performance Incentive Payable |
$ | 2,729,828 | $ | — | ||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 2,729,828 | $ | — | ||||
WTI Fund X GP, LLC is excluded from the table above as it did not have any material asset or liabilities as of December 31, 2021.
| Note 5. | Furniture, Equipment and Leasehold Improvements |
Furniture, equipment and leasehold improvements at December 31, 2021 is summarized as follows:
| Furniture and fixtures |
$ | 487,616 | ||
| Computer equipment |
628,018 | |||
| Computer software |
17,665 | |||
| Leasehold improvements |
400,774 | |||
|
|
|
|||
| 1,534,073 | ||||
| Less: Accumulated depreciation and amortization |
(1,392,268 | ) | ||
|
|
|
|||
| Net fixed assets |
$ | 141,805 | ||
|
|
|
Depreciation and amortization expense amounted to $96,499 for the year ended December 31, 2021.
| Note 6. | 401(k) Profit Sharing Plan |
The Company has a 401(k) defined contribution pension plan, which generally covers all members and full-time employees meeting certain service requirements. The Company’s contribution to this plan for the year ended December 31, 2021 amounted to $735,105, which is included in compensation and benefits in the Consolidated Statement of Operations.
14
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
| Note 7. | Commitments and Contingencies |
Operating Leases
The Company currently leases space in Portola Valley, California. At December 31, 2021, the Company’s lease had a remaining term of less than 1 year with two five-year renewal options. Since the rents at the beginning of the renewal period will adjust to market rents, the renewal option does not create an economic incentive for WIA to exercise its options. Since the property is neither unique nor specialized and no other economic incentives exist, WIA concluded that at the lease commencement date, the option was not reasonably certain of exercise. As a result, the extended option periods were not included in WIA’s ROU Asset and Lease Liability calculations.
The lease commitments provide for minimum annual rental payments, net of amounts prepaid, as of December 31, 2021 and are as follows:
| Year ending December 31, |
Minimum Rental Commitments |
|||
| 2022 |
$ | 367,587 | ||
| Thereafter |
— | |||
| Total future minimum lease payments |
367,587 | |||
| Less: Imputed interest |
(1,622 | ) | ||
| Total lease obligation |
$ | 365,965 | ||
During the year ended December 31, 2021, the Company recognized rent expense on operating leases of $516,423, and such amount is included in general, administrative and other expenses in the Consolidated Statement of Operations.
In determining the lease obligation on the Consolidated Balance Sheet, the Company utilized a discount rate of 1.18%.
Contingencies
The Company is subject to claims, legal proceedings and other contingencies in the ordinary course of its business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company. The Company establishes accruals for matters that are probable and can be reasonably estimated. The Company’s maximum exposures under these arrangements are unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
Commitments
Through the Company’s membership interest in WTI Fund X GP, LLC and Venture Lending & Leasing IX GP, LLC, the Company has capital commitments to the underlying Investment Funds in the aggregate of $2,000,000, of which $1,055,000 is unfunded as of December 31, 2021. In addition, 100% of the capital interest distributions received from Venture Lending & Leasing IX, LLC through Venture Lending & Leasing IX GP, LLC, or $214,511, is recallable as of December 31, 2021. In addition, 10% of the Company’s capital commitment to Venture Lending & Leasing VIII, LLC is recallable as of December 31, 2021.
15
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
| Note 8. | Related Party Transactions |
As described in Note 1, the Company provides investment management and advisory services to Investment Funds for which the Company receives management fees and carried interest. During the year ended December 31, 2021, the Company earned management fees and carried interest of $31,911,568 and $58,131,181, respectively, from these Investment Funds. Additionally, consolidated WIA GPs have earned carried interest of $16,941,492.
The Company paid for general, administrative and other expenses on behalf of the Investment Funds. These expenses are reimbursed by the Investment Funds. During the year ended December 31, 2021, the Company paid for expenses totaling $1,445,225 on behalf of the Investment Funds, all of which was reimbursed by December 31, 2021.
The Company has a payable of $3,000,000 to Venture Lending & Leasing VIII, LLC as a result of an overpayment of a distribution, which was subsequently returned to the underlying fund in January 2022.
During the year ended December 31, 2021, the Company received in-kind distributions of carried interest of $22,793,936 and in-kind distributions from equity method investments of $551,711 in the form of publicly traded marketable securities. The securities were recognized at fair value when received. $23,237,362 of the securities received in-kind were immediately distributed to members of the Company resulting in no gains or losses on non-cash transactions.
In connection with the Loan and Securities Agreement, dated October 18, 2021 (the “ING Loan Agreement”), between WTI Fund X, LLC and ING Capital LLC, the Company granted to ING Capital LLC for the ratable benefit of itself and other lenders on the ING Loan Agreement a security interest in the Company’s right to receive management fees from WTI Fund X, LLC. In addition, in connection with the Amended and Restated Loan and Security Agreement, dated as of March 18, 2021 (the “MUFG Loan Agreement”), between Venture Lending & Leasing IX, LLC and MUFG Bank, Ltd., the Company granted to MUFG Bank, Ltd. for the ratable benefit of itself and the other lenders under the MUFG Loan Agreement a security interest in the Company’s right to receive management fees from Venture Lending & Leasing IX, LLC.
| Note 9. | Members’ Equity |
An operating agreement (the “Agreement”) governs the management of WIA and the rights, preferences, and privileges of members. No member of the LLC shall be personally obligated for any liability of the LLC or of any other member solely by reason of being a member of the LLC except as otherwise provided under the California Beverly-Killea Limited Liability Company Act, by law of expressly in the Agreement.
Ownership of WIA is evidenced by four classes of shares: Class A Shares, Class B Shares, Class C Shares, and Class D Shares. Class A Shares are also referred to as Founders Shares. Class C and D Shares are also collectively referred to as Executive Shares. Each outstanding Class B, Class C and Class D Share shall be entitled to one vote, and each Class A Share shall be entitled to three votes.
Carried Interest Revenue, net of expenses, are allocated to Founder and Executive shares based on the Founder Profit Percentage and Executive Profit Percentage, 20% and 80%, respectively, as defined in the operating agreement. The operating agreement then further, ascribes specific economic rights, including rights to Management Fee Revenue, net of expenses, to individual members of WIA based on their individual roles and operating capacity for the organization. As such, the economic returns to holders of Class A, Class B, Class C or Class D Shares may vary within each group based on the
individual attributes of the Members.
16
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
The Company makes distributions of net operating profit to the Members periodically based on retained earnings and available cash from operations.
| Note 10. | Concentrations |
The Company maintains its cash balances in a single financial institution. The balances in these accounts usually exceed the insurance limits of the Federal Deposit Insurance Corporation. The Company is subject to credit risk should this financial institution be unable to fulfill its obligations. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such deposits.
| Note 11. | Subsequent Events |
In February 2022, the Company extended its current operating lease for an additional five year option period.
On August 25, 2022, the Company entered into a sale and purchase agreement for 100% of membership interest held by the members in the Company with P10 Intermediate Holdings, LLC, a 100% owned subsidiary of P10 Holdings, Inc. (“P10”). The transaction was closed on October 13, 2022. In connection with the transaction, the Company became a guarantor of P10’s obligations under the Credit Agreement, dated as of December 22, 2021 with JPMorgan Chase Bank the administrative and collateral agent, and the lenders party thereto. The guaranteed obligations are secured by security interests in the Company’s assets. Such security interests are junior to the security interests of ING Capital LLC and MUFG Bank, Ltd. described in Note 8. On September 30, 2022, the Company terminated its 401(k) plan and joined the P10 401(k) plan on October 13, 2022, in conjunction with P10’s acquisition of the Company.
In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after December 31, 2021, the Consolidated Balance Sheet date, through November 4, 2022, the date the consolidated financial statements were issued, and determined no additional events or transactions which would materially impact the consolidated financial statements.
17
Exhibit 99.2
Westech Investment Advisors LLC and Subsidiaries
Consolidated Financial Statements (Unaudited) as of September 30, 2022 and for the period from January 1, 2022 through September 30, 2022
C O N T E N T S
Westech Investment Advisors LLC and Subsidiaries
Consolidated Balance Sheet (Unaudited)
As of September 30, 2022
| ASSETS |
||||
| Cash and cash equivalents |
$ | 2,505,402 | ||
| Due from affiliate Investment Funds |
8,435,685 | |||
| Equity interest in Investment Funds |
1,605,469 | |||
| Right -of-use assets |
2,907,630 | |||
| Other accounts receivable |
507,922 | |||
| Prepaid expenses |
363,291 | |||
| Furniture, equipment and leasehold improvements, net |
138,040 | |||
| Assets of consolidated Subsidiaries (Note 4): |
||||
| Cash and cash equivalents |
5,065,332 | |||
| Equity interest in Investment Funds |
3,829,550 | |||
|
|
|
|||
| TOTAL ASSETS |
$ | 25,358,321 | ||
|
|
|
|||
| LIABILITIES AND MEMBERS’ EQUITY |
||||
| LIABILTIES |
||||
| Legal fees payable |
$ | 5,307,707 | ||
| Compensation and benefits payable |
1,941,534 | |||
| Other accounts payable |
174,399 | |||
| Lease obligation |
2,956,586 | |||
| Liabilities of consolidated Subsidiaries (Note 4): |
||||
| Performance Incentive Compensation Payable |
1,362,756 | |||
|
|
|
|||
| Total liabilities |
$ | 11,742,982 | ||
|
|
|
|||
| Commitments and contingencies (Note 7) |
— | |||
| Members’ Equity |
||||
| Class A common shares, 600 shares issued and outstanding |
$ | — | ||
| Class B common shares, 10 shares issued and outstanding |
— | |||
| Class C common shares, 150 shares issued and outstanding |
— | |||
| Class D common shares, 150 shares issued and outstanding |
— | |||
| Retained earnings |
7,908,506 | |||
| Noncontrolling interest |
5,706,833 | |||
|
|
|
|||
| Total members’ equity |
$ | 13,615,339 | ||
|
|
|
|||
| TOTAL LIABILTIES AND MEMBERS’ EQUITY |
$ | 25,358,321 | ||
|
|
|
The Notes to the Consolidated Financial Statements (unaudited) are an integral part of this statement
1
Westech Investment Advisors LLC and Subsidiaries
Consolidated Statement of Operations (Unaudited)
For the nine months ended September 30, 2022
| REVENUES AND OTHER INCOME |
||||
| From related parties: |
||||
| Management fees |
$ | 26,139,930 | ||
| Carried interest |
988,125 | |||
| Investment loss |
(270,670 | ) | ||
| Recognized by consolidated Subsidiaries (Note 4): |
||||
| Carried interest |
9,335,585 | |||
| Investment loss |
(686,480 | ) | ||
| From non-related party income: |
||||
| Other income |
36,334 | |||
|
|
|
|||
| Total revenues and other income |
35,542,824 | |||
|
|
|
|||
| EXPENSES |
||||
| Compensation and benefits |
11,004,727 | |||
| Professional fees |
6,604,954 | |||
| General, administrative and other |
1,321,811 | |||
| Depreciation and amortization |
46,315 | |||
| Trading losses |
4,992 | |||
| Incurred by consolidated Subsidiaries (Note 4): |
||||
| Performance Incentive Compensation - Employees |
2,501,937 | |||
|
|
|
|||
| Total expenses |
21,484,736 | |||
|
|
|
|||
| NET INCOME |
14,058,088 | |||
| NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST |
5,684,708 | |||
|
|
|
|||
| NET INCOME ATTRIBUTABLE TO WESTECH INVESTMENT ADVISORS LLC |
$ | 8,373,380 | ||
|
|
|
The Notes to the Consolidated Financial Statements (unaudited) are an integral part of this statement
2
Westech Investment Advisors LLC and Subsidiaries
Consolidated Statement of Changes in Members’ Equity (Unaudited)
For the nine months ended September 30, 2022
| Class A Shares | Class B Shares | Class C Shares | Class D Shares | Retained Earnings |
Noncontrolling Interests |
Total Members’ Equity |
||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 |
600 | $ | — | 10 | $ | — | 150 | $ | — | 150 | $ | — | $ | 18,928,988 | $ | 10,028,224 | $ | 28,957,212 | ||||||||||||||||||||||||||
| Net income |
— | — | — | — | 8,373,380 | 5,684,708 | 14,058,088 | |||||||||||||||||||||||||||||||||||||
| Contributions |
— | — | — | — | — | 27,169 | 27,169 | |||||||||||||||||||||||||||||||||||||
| Distributions |
— | — | — | — | (19,393,862 | ) | (10,033,268 | ) | (29,427,130 | ) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Balance at September 30, 2022 |
600 | $ | — | 10 | $ | — | 150 | $ | — | 150 | $ | — | $ | 7,908,506 | $ | 5,706,833 | $ | 13,615,339 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
The Notes to the Consolidated Financial Statements (unaudited) are an integral part of this statement
3
Westech Investment Advisors LLC and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
For the nine months ended September 30, 2022
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||
| Net income |
$ | 14,058,088 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||
| Proceeds from sale of marketable securities |
43,268 | |||
| Change in equity interest in Investment Funds |
270,670 | |||
| Trading losses |
4,992 | |||
| Depreciation and amortization expense |
46,315 | |||
| Non-cash lease expense |
33,677 | |||
| Changes in operating assets and liabilities: |
||||
| Due from affiliated Investment Funds |
1,244,743 | |||
| Other accounts receivable |
(507,922 | ) | ||
| Prepaid expenses |
(117,109 | ) | ||
| Legal fees payable |
5,307,707 | |||
| Other accounts payable |
(23,762 | ) | ||
| Compensation and benefits payable |
(3,822,112 | ) | ||
| Due to affiliated investment fund |
(3,000,000 | ) | ||
| Lease obligation |
(2,199 | ) | ||
| Changes related to Consolidated Subsidiaries (Note 4): |
||||
| Performance incentive compensation payable |
(1,367,072 | ) | ||
| Changes in equity interests in Investment Funds |
686,480 | |||
|
|
|
|||
| Net cash provided by operating activities |
12,855,764 | |||
|
|
|
|||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||
| Purchase of furniture, equipment and leasehold improvements |
(42,550 | ) | ||
| Contributions to Investment Funds |
(291,250 | ) | ||
| Distributions from Investment Funds |
465,022 | |||
|
|
|
|||
| Net cash provided by investing activities |
131,222 | |||
|
|
|
|||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||
| Contributions |
27,169 | |||
| Distributions |
(29,377,468 | ) | ||
|
|
|
|||
| Net cash used in financing activities |
(29,350,299 | ) | ||
|
|
|
|||
| Decrease in cash and cash equivalents |
(16,363,313 | ) | ||
| CASH AND CASH EQUIVALENTS, beginning of period |
23,934,047 | |||
|
|
|
|||
| CASH AND CASH EQUIVALENTS, end of period |
$ | 7,570,734 | ||
|
|
|
|||
| SUPPLEMENTAL INFORMATION |
||||
| Cash paid for amounts included in lease obligation |
$ | 417,445 | ||
|
|
|
|||
| NON-CASH SUPPLEMENTAL INFORMATION |
||||
| In-kind distribution from Investment Funds |
$ | 49,684 | ||
|
|
|
|||
| In-kind distributions to members |
$ | 49,662 | ||
|
|
|
The Notes to the Consolidated Financial Statements (unaudited) are an integral part of this statement
4
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
Note 1. Organization and Nature of Business
Westech Investment Advisors LLC (“WIA”) was formed as a limited liability company and provides investment management services to the Company’s family of investment funds (Investment Funds). These Investment Funds include certain debt funds (“Debt Funds”) and an equity fund (“Equity Opportunity Fund”). Debt Funds include Venture Lending & Leasing IV, LLC, Venture Lending & Leasing V, LLC, Venture Lending & Leasing VI, LLC, Venture Lending & Leasing VII, LLC, Venture Lending & Leasing VIII, LLC, Venture Lending & Leasing IX, LLC and WTI Fund X, LLC. Equity Opportunity Fund includes WTI Equity Opportunity Fund I, LLC.
Each of the Debt Funds provides debt and equity based financing primarily to venture capital backed technology and health care companies. Each fund is organized as a limited liability company that is formed for the principal purpose of acquiring and owning all of the outstanding shares of a business development company and the secondary purpose of acquiring and owning direct interest in companies. Each business development company is a closed end management investment company registered with the United States Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940. An equity opportunity fund was added to this family of funds in 2015. The Equity Opportunity Fund was established to co-invest alongside one or more of the Debt Funds and its goal is to make selective equity investments that are beyond the equity mandate of the Debt Funds.
Management services provided by WIA include portfolio management and supervision of all operations, transfer agency, investment custodian and accounting services. WIA generally provides management services on a non-exclusive basis. Under the terms of its agreements with the Debt Funds, WIA may call capital from a new Debt Funds once all previous Debt Funds have invested at least 75% of the members’ subscribed capital commitments. Similarly, under the terms of its agreement with the Equity Opportunity Fund, WIA may call capital from a new Equity Opportunity Fund once all previous Equity Funds have invested at least 70% of the members’ subscribed capital commitments.
WIA is registered as an investment adviser with the SEC under the Investment Advisors Act of 1940. WIA’s offices are primarily located in Portola Valley, California.
Note 2. Significant Accounting Policies and Basis of Presentation
The consolidated financial statements include the accounts of WIA and its consolidated variable interest entities, WTI Fund X GP, LLC, Venture Lending & Leasing IX GP, LLC, and WTI Equity Opportunity Fund GP I, L.L.C. (the “General Partners”) (collectively with WIA, the “Company”).
The condensed consolidated financial statements included herein are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although management of the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements (the “consolidated financial statements”) should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2021. In the opinion of management, the unaudited condensed consolidated financial statements for the interim period presented include all adjustments necessary to present a fair statement of the results for such interim period.
The consolidated financial statements of the Company are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All accounts are maintained in U.S. dollars.
Certain entities in which the Company holds an interest are investment companies that follow specialized accounting rules under U.S. GAAP and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company’s equity method investments in such entities retains the specialized accounting treatment.
Recent Accounting Pronouncements
Pronouncements not yet adopted
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides amendments to ASC 326, Financial Instruments - Credit Losses,
5
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
which replaces the incurred loss impairment model with a current expected credit loss (“CECL”) model. CECL requires a company to estimate lifetime expected credit losses based on relevant information about historical events, current conditions and reasonable and supportable forecasts. The guidance must be applied using the modified retrospective adoption method on January 1, 2023, with early adoption permitted.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the consolidated financial statements and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers any investment with an original maturity of three months or less to be a cash equivalent. The Company holds no cash equivalents at September 30, 2022.
Furniture, Equipment and Leasehold Improvements
Furniture, equipment and software are stated at cost, less accumulated depreciation, and are depreciated over their estimated useful lives, ranging from 3 to 10 years, using the straight-line method beginning in the year an item was placed in service. Leasehold improvements, which are also stated at cost, less accumulated amortization, are amortized over the shorter of their estimated useful lives or the term of the leases.
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. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then the Company ranks the estimated values based on the observability of the inputs used following the fair value hierarchy set forth by the Financial Accounting Standards Board (FASB).
At September 30, 2022, the Company used the following valuation techniques to measure fair value for assets:
| Level 1 – | Assets were valued using the closing price reported in the active market in which the individual security was traded. |
| Level 2 – | Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date. |
| Level 3 – | Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date. |
The carrying values of financial instruments comprising cash and cash equivalents, prepaid assets, accounts payable, accounts receivable and due from related parties approximate fair values due to the short-term maturities of these instruments.
6
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
Marketable Securities
Marketable securities consist of common stock in a publicly traded company. The marketable securities are classified as trading securities and are carried at fair value, with changes in unrealized and realized gains and losses recorded in trading losses on the Consolidated Statement of Operations. As of September 30, 2022, the Company did not hold any marketable securities.
Compensation Policy
Compensation and Benefits
The Company’s accounting policy for employee compensation follows ASC Topic 710, Compensation. Employee compensation is recorded in Compensation and Benefits in the Consolidated Statement of Operations. Consolidated carried interest paid to employees of the Company is recognized in Performance Incentive Compensation – Employees on the Consolidated Statement of Operations.
Leases
The Company recognizes a lease obligation and right-of-use asset in the Consolidated Balance Sheet for contracts that it determines are leases or contain a lease. The Company currently leases office space under operating lease arrangements. As these leases expire, it is expected that, in the normal course of business, they will be renewed or replaced. The Company must record a right-of-use asset and a lease obligation at the commencement date of the lease, other than for leases with an initial term of 12 months or less. A lease obligation is initially and subsequently reported at the present value of the outstanding lease payments determined by discounting those lease payments over the remaining lease term using the incremental borrowing rate as of the commencement date. A right-of-use asset is initially reported at the present value of the corresponding lease obligation plus any prepaid lease payments and initial direct costs of entering into the lease, and reduced by any lease incentives. Subsequently, a right-of-use asset is reported at the present value of the lease obligation adjusted for any prepaid or accrued lease payments, remaining balances of any lease incentives received, unamortized initial direct costs of entering into the lease and any impairments of the right-of-use asset. The Company tests for possible impairments of right-of-use assets annually or more frequently whenever events or changes in circumstances indicate that the carrying value of a right-of-use asset may exceed its fair value. Subsequent to an impairment, the carrying value of the right-of-use asset is amortized on a straight-line basis over the remaining lease term.
Most lease agreements for office space that are classified as operating leases contain renewal options, rent escalation clauses or other lease incentives provided by the lessor. Lease expense is accrued to recognize lease escalation provisions and renewal options that are reasonably certain to be exercised, as well as lease incentives provided by the lessor, on a straight-line basis over the lease term and is reported in general, administrative and other expenses in the Statement of Operations.
Additionally, upon amendments or other events, the Company may be required to remeasure our lease obligation and right-of-use asset.
Revenue Recognition
Management Fees
The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligation(s) are satisfied.
7
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
Management fees from the Investment Funds are recognized as the performance obligation is fulfilled and are billed quarterly in arrears based on total assets or aggregate capital commitments for the Debt Funds and total cost of investments for the Equity Opportunity Fund. The management fee percent generally ranges from the greater of 1.5% of committed capital or 2.5% of total assets per annum.
As it relates to the Company’s performance obligation to provide investment management services, the Company typically satisfies this performance obligation over time as the services are rendered, since the Investment Funds simultaneously receive and consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the Investment Funds. Revenue recognized for the investment management services provided is generally the amount determined at the end of the period because that is when the uncertainty for that period is resolved.
Carried Interest
The Company accounts for carried interest, which represents a performance-based capital allocation from an investment fund to the Company, as earnings from financial assets within the scope of ASC 323, Investments-Equity Method and Joint Ventures. The Company recognizes carried interest, when received and no reversal is probable, as a separate revenue line item in the Consolidated Statement of Operations.
Carried interest is dependent upon exceeding specified investment return thresholds, generally after the members of Investment Funds have received distributions providing them with a preferred return of 8%. Carried interest typically arise from investment management services that began in prior reporting periods.
Accounts Receivable
Accounts receivable are equal to contractual amounts reduced for allowances, if applicable. The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of September 30, 2022. If accounts become uncollectible, they will be written-off when that determination is made.
Income Taxes
The Company is not subject to federal income taxes. The members are responsible for reporting their proportionate share of the Company’s income on their separate tax returns. Accordingly, no federal income tax accruals have been provided for in the accompanying financial statements. The Company is subject to state income taxes in California and New York.
Accounting principles generally accepted in the United States of America set forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Company did not have any unrecognized tax benefits in the accompanying financial statements. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of September 30, 2022, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward (with limited exceptions).
The Company accounts for uncertain tax positions in accordance with ASC 740-10, Income Taxes. ASC 740-10 provides several clarifications related to uncertain tax positions. Most notably, a “more likely-
8
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
than-not” standard for initial recognition of tax positions, a presumption of audit detection and a measurement of recognized tax benefits based on the largest amount that has a greater than 50 percent likelihood of realization. ASC 740-10 applies a two-step process to determine the amount of tax benefit to be recognized in the financial statements. First, the Company must determine whether any amount of the tax benefit may be recognized. Second, the Company determines how much of the tax benefit should be recognized (this would only apply to tax positions that qualify for recognition). Accordingly, the Company has not recognized any penalty, interest or tax impact related to uncertain tax positions.
Risks and Uncertainties
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties. The Company’s maximum exposure under these arrangements is unknown as they involve future claims that have not occurred and may not occur. However, based on past experience, management expects the risk of loss to be remote.
Variable Interest Entities
As further described in Note 3, the Company holds membership interests in certain of the Investment Funds. In addition, the principal owners of the Company maintain membership interests in the Investment Funds. Furthermore, as noted in Note 4, WIA serves as the managing member and has membership interest in the managing member of certain Investment Funds (hereafter referred to as the “General Partners”).
As the managing member to certain Investment Funds and General Partners in which the Company also has membership interest, the Company has disproportionate voting rights compared to its economic interest. As a result, the Investment Funds and General Partners are considered variable interest entities (VIEs) in accordance with FASB ASC Topic 810, Consolidation.
The Company analyzes whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. Performance of that analysis requires the exercise of significant judgment. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the VIE held either directly by the Company or indirectly through related parties, to determine whether the Company has the power to direct the activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
As a result of this analysis, the investors in the Investment Funds have been identified as the primary beneficiaries of the Investment Funds. As the Company is not the primary beneficiary of the Investment Funds, the Company has not consolidated the Investment Funds for financial reporting purposes.
The Company consolidates the General Partners, which were established for purposes of allocating and distributing carried interest received from certain Investment Funds to owners, principles and employees of the Company. The Company has determined it has an implicit variable interest in the General Partners, as the carried interest allocated to employees of the Company is considered compensation to the Company’s employees. As a result, the Company has determined it is the primary beneficiary of the General Partners.
Investments
For equity investments where the Company is not the primary beneficiary of a VIE, but can exert
9
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
significant influence over the financial and operating policies of the investee, the Company follows the equity method of accounting. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees requires significant judgment based on the facts and circumstances surrounding each individual investment. Factors considered in these evaluations may include the type of investment, the legal structure of the investee, the terms and structure of the investment agreement, including investor voting or other rights, the terms of the Company’s advisory agreement or other agreements with the investee, any influence the Company may have on the governing board of the investee, the legal rights of other investors in the entity pursuant to the fund’s operating documents and the relationship between the Company and other investors in the entity.
The Company’s equity method investees are investment companies and record their underlying investments at fair value. Therefore, under the equity method of accounting, the Company’s share of the investee’s underlying net income predominantly represents fair value adjustments in the investments held by the equity method investees. The Company’s share of the investees’ underlying net income or loss is based upon the most currently available information and is recognized as investment income or loss.
Note 3. Investments in Funds
As of September 30, 2022, the Company and Consolidated Subsidiaries held membership interests in Investment Funds accounted for under the equity method in the amount of $5,435,019, which is included in equity interest in Investment Funds on the Consolidated Balance Sheet. Additionally, the Company and Consolidated Subsidiaries recognized $957,150 of investment loss from such equity interests in Investment Funds included on the Consolidated Statement of Operations.
In addition to direct investments in the Investment Funds, the Company also holds variable interests in certain Investment Funds through its position as the managing member. The investment strategies and business purposes of the Investment Funds in which the Company serves as the managing member are described below:
The investment strategy of Venture Lending & Leasing IV, LLC, Venture Lending & Leasing V, LLC, Venture Lending & Leasing VI, LLC, Venture Lending & Leasing VII, LLC, Venture Lending & Leasing VIII, LLC, Venture Lending & Leasing IX, LLC, and WTI Fund X, LLC, each an Investment Fund, is to provide debt financing to carefully selected companies that have received equity funding from traditional sources of venture capital equity funding (i.e. a professionally managed venture capital firm) as well as non-traditional sources of venture capital equity funding (e.g. angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, “Venture-Backed Companies”), generally in the form of secured loans.
WTI Equity Opportunity Fund I, L.P., is an Investment Fund organized to make selective equity investments in Venture-Backed Companies.
The following table presents information regarding the Company’s ownership percentage of equity method investments as of September 30, 2022, as well as summarized financial information of the equity method investments as of September 30, 2022 and for the period from January 1, 2022 through September 30, 2022.
10
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
| Venture Lending & Leasing IV, LLC |
Venture Lending & Leasing V, LLC |
Venture Lending & Leasing VI, LLC |
Venture Lending & Leasing VII, LLC |
Venture Lending & Leasing VIII, LLC |
Venture Lending & Leasing IX, LLC(1) |
WTI Fund X, LLC(1) |
WTI Equity Opportunity Fund I, L.P.(1)(2) |
|||||||||||||||||||||||||
| Fund Commitments |
250,000,000 | 270,000,000 | 294,000,000 | 375,000,000 | 423,625,000 | 460,000,000 | 500,000,000 | 75,000,000 | ||||||||||||||||||||||||
| WIA Commitment |
700,000 | 1,000,000 | 1,000,000 | 1,100,000 | 1,100,000 | 1,000,000 | 1,000,000 | 2,625,000 | ||||||||||||||||||||||||
| Owner percentage |
0.3 | % | 0.4 | % | 0.3 | % | 0.3 | % | 0.3 | % | 0.2 | % | 0.2 | % | 3.5 | % | ||||||||||||||||
| Assets |
4,307,945 | 13,543,369 | 76,927,349 | 222,722,501 | 351,832,932 | 779,158,646 | 218,952,664 | 76,743,387 | ||||||||||||||||||||||||
| Liabilities |
14,604 | 14,877 | 15,014 | 1,394,275 | 12,011,430 | 273,830,972 | 120,725,150 | 72,525 | ||||||||||||||||||||||||
|
|
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|
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|
|
|
|
|
|
|||||||||||||||||
| Members’ equity |
4,293,341 | 13,528,492 | 76,912,335 | 221,328,226 | 339,821,502 | 505,327,674 | 98,227,514 | 76,670,862 | ||||||||||||||||||||||||
| Investment Income |
1,767 | 36,154 | 89,416 | 1,146,446 | 9,800,145 | 42,753,649 | 12,579,218 | 118,322 | ||||||||||||||||||||||||
| Expenses |
82,484 | 120,324 | 181,534 | 3,124,861 | 6,510,120 | 11,119,811 | 6,410,838 | 211,254 | ||||||||||||||||||||||||
| Gain(loss) on investments |
(60,582 | ) | (5,580,259 | ) | (5,546,461 | ) | (34,345,449 | ) | (85,657,347 | ) | (44,274,630 | ) | (188,010 | ) | (22,836,842 | ) | ||||||||||||||||
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|
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| Net income (loss) |
(141,299 | ) | (5,664,429 | ) | (5,638,579 | ) | (36,323,864 | ) | (82,367,322 | ) | (12,640,792 | ) | 5,980,370 | (22,929,774 | ) | |||||||||||||||||
| (1) | WIA’s interest is held through its consolidated variable interest entities. |
| (2) | 100% of the interest in WTI Equity Opportunity Fund I, L.P. is represented by noncontrolling interest. |
The Company’s risk of loss for the investments in funds is limited to its investment balance and unfunded capital commitments as disclosed in Note 7.
Note 4. Consolidated Variable Interest Entities
WTI Fund X GP, LLC, Venture Lending & Leasing IX GP, LLC, and WTI Equity Opportunity Fund GP I, L.L.C., each a General Partner (collectively referred to as “Consolidated Subsidiaries” or “WIA GPs”), serve as the managing members and have direct investments in WTI Fund X, LLC and Venture Lending & Leasing IX, LLC, and WTI Equity Opportunity Fund I, L.P.
The ownership of each of the General Partners is divided into two classes of interest, the “LLC Interest” and “Capital Interest”. The LLC Interest is summarized as the rights to the General Partners’ carried interest in the underlying funds. The Capital Interest is summarized as the rights to the General Partners’ capital account balances in the underlying funds, excluding any allocated carried interest. WIA’s ownership of the LLC Interest and Capital interest in the General Partners as of September 30, 2022 is summarized in the following table:
| LLC Interest | Capital Interest | |||||||
| WTI Fund X GP, LLC, |
5 | % | 100 | % | ||||
| Venture Lending & Leasing IX GP, LLC |
5 | % | 100 | % | ||||
| WTI Equity Opportunity Fund GP I, LLC |
5 | % | 0 | % | ||||
11
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
The following table summarizes the assets and liabilities of Venture Lending & Leasing IX GP, LLC, WTI Fund X GP, LLC and WTI Equity Opportunity Fund GP I, L.L.C. as of September 30, 2022 that are included in the Company’s Consolidated Balance Sheet.
| Venture Lending & Leasing IX GP, LLC |
WTI Fund X GP, LLC |
WTI Equity Opportunity Fund GP I, L.L.C. |
||||||||||
| Cash and cash equivalents |
$ | 5,064,413 | $ | — | $ | 919 | ||||||
| Investments in funds |
1,082,349 | 247,697 | 2,499,504 | |||||||||
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|||||||
| Total assets |
$ | 6,146,762 | $ | 247,697 | $ | 2,500,423 | ||||||
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| Performance Incentive Payable |
$ | 1,362,756 | $ | — | $ | — | ||||||
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| Total liabilities |
$ | 1,362,756 | $ | — | $ | — | ||||||
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Note 5. Furniture, Equipment and Leasehold Improvements
Furniture, equipment and leasehold improvements at September 30, 2022 is summarized as follows:
| Furniture and fixtures |
$ | 487,616 | ||
| Computer equipment |
670,568 | |||
| Computer software |
17,665 | |||
| Leasehold improvements |
400,774 | |||
|
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|
|||
| 1,576,623 | ||||
| Less: Accumulated depreciation and amortization |
(1,438,583 | ) | ||
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|
|||
| Net fixed assets |
$ | 138,040 | ||
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|
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Depreciation and amortization expense amounted to $46,315 for the period ended September 30, 2022.
Note 6. 401(k) Profit Sharing Plan
The Company has a 401(k) defined contribution pension plan, which generally covers all members and full-time employees meeting certain service requirements. The Company’s contribution to this plan for the period ended September 30, 2022 amounted to $732,250, which is included in compensation and benefits in the Consolidated Statement of Operations.
On September 30, 2022, the Company terminated its 401(k) plan and joined the P10 Holdings, Inc.’s (“P10”) 401(k) plan on October 13, 2022, in conjunction with P10’s acquisition of the Company.
12
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
Note 7. Commitments and Contingencies
Operating Leases
The Company currently leases space in Portola Valley, California. At September 30, 2022, the Company’s lease had a remaining term of 66 months with one five-year renewal option. Since the rents at the beginning of the renewal period will adjust to market rents, the renewal option does not create an economic incentive for WIA to exercise its option. Since the property is neither unique nor specialized and no other economic incentives exist, WIA concluded that at the lease commencement date, the option was not reasonably certain of exercise. As a result, the extended option period was not included in WIA’s ROU Asset and Lease Obligation calculations.
The lease commitments provide for minimum annual rental payments, net of amounts prepaid, as of September 30, 2022 and are as follows:
| Year ending |
Minimum Rental Commitments |
|||
| Remainder of 2022 |
$ | 149,575 | ||
| 2023 |
603,288 | |||
| 2024 |
618,370 | |||
| 2025 |
633,829 | |||
| 2026 |
649,675 | |||
| 2027 |
440,276 | |||
| Thereafter |
— | |||
|
|
|
|||
| Total future minimum lease payments |
3,095,013 | |||
| Less: Imputed interest |
(138,427 | ) | ||
|
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|
|||
| Total lease obligation |
$ | 2,956,586 | ||
|
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|
|||
During the period ended September 30, 2022, the Company recognized rent expense on operating leases of $448,924, and such amount is included in general, administrative and other expenses in the Consolidated Statement of Operations.
In determining the lease obligation on the Consolidated Balance Sheet, the Company utilized a discount rate of 1.81%.
Contingencies
The Company is subject to claims, legal proceedings and other contingencies in the ordinary course of its business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company. The Company establishes accruals for matters that are probable and can be reasonably estimated. The Company’s maximum exposures under these arrangements are unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
Legal fees payable as of September 30, 2022 were incurred in connection with the Company’s acquisition by P10, which closed on October 13, 2022.
13
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
Commitments
Through the Company’s membership interest in WTI Fund X GP, LLC and Venture Lending & Leasing IX GP, LLC, the Company has capital commitments to the underlying Investment Funds in the aggregate of $2,000,000, of which $1,055,000 was unfunded as of September 30, 2022. In addition, 100% of the capital interest distributions received from Venture Lending & Leasing IX, LLC through Venture Lending & Leasing IX GP, LLC, or $303,199, was recallable as of September 30, 2022. In addition, 10% of the Company’s capital commitment to Venture Lending & Leasing VIII, LLC was recallable as of September 30, 2022.
Note 8. Related Party Transactions
As described in Note 1, the Company provides investment management and advisory services to Investment Funds for which the Company receives management fees and carried interest. During the period ended September 30, 2022, the Company earned management fees and carried interest of $26,139,430 and $988,125, respectively, from these Investment Funds. Additionally, consolidated WIA GPs have earned carried interest of $9,335,585.
The Company paid $3,000,000 to Venture Lending & Leasing VIII, LLC in January 2022 as a result of an overpayment of a distribution received during the year ended December 31, 2021.
During the period ended September 30, 2022, the Company received in-kind distributions from equity method investments equal to $49,684 in the form of publicly traded marketable securities. The securities were recognized at fair value when received. Of the securities received in-kind, securities equal to $49,662 were immediately distributed.
In connection with the Loan and Securities Agreement, dated October 18, 2021 (the “ING Loan Agreement”), between WTI Fund X, LLC and ING Capital LLC, the Company granted to ING Capital LLC for the ratable benefit of itself and other lenders on the ING Loan Agreement a security interest in the Company’s right to receive management fees from WTI Fund X, LLC. In addition, in connection with the Amended and Restated Loan and Security Agreement, dated as of March 18, 2021 (the “MUFG Loan Agreement”), between Venture Lending & Leasing IX, LLC and MUFG Bank, Ltd., the Company granted to MUFG Bank, Ltd. for the ratable benefit of itself and the other lenders under the MUFG Loan Agreement a security interest in the Company’s right to receive management fees from Venture Lending & Leasing IX, LLC.
Note 9. Members’ Equity
An operating agreement (the “Agreement”) governs the management of WIA and the rights, preferences, and privileges of members. No member of the LLC shall be personally obligated for any liability of the LLC or of any other member solely by reason of being a member of the LLC except as otherwise provided under the California Beverly-Killea Limited Liability Company Act, by law of expressly in the Agreement.
Ownership of WIA is evidenced by four classes of shares: Class A Shares, Class B Shares, Class C Shares, and Class D Shares. Class A Shares are also referred to as Founders Shares. Class C and D Shares are also collectively referred to as Executive Shares. Each outstanding Class B, Class C and Class D Share shall be entitled to one vote, and each Class A Share shall be entitled to three votes.
Carried Interest Revenue, net of expenses, are allocated to Founder and Executive shares based on the Founder Profit Percentage and Executive Profit Percentage, 20% and 80%, respectively, as defined in
14
Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
the operating agreement. The operating agreement then further, ascribes specific economic rights, including rights to Management Fee Revenue, net of expenses, to individual members of WIA based on their individual roles and operating capacity for the organization. As such, the economic returns to holders of Class A, Class B, Class C or Class D Shares may vary within each group based on the individual attributes of the Members.
The Company makes distributions of net operating profit to the Members periodically based on retained earnings and available cash from operations.
Note 10. Concentrations
The Company maintains its cash balances in a single financial institution. The balances in these accounts usually exceed the insurance limits of the Federal Deposit Insurance Corporation. The Company is subject to credit risk should this financial institution be unable to fulfill its obligations. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such deposits.
Note 11. Subsequent Events
On August 25, 2022, the Company entered into a sale and purchase agreement for 100% of membership interest held by the members in the Company with P10 Intermediate Holdings, LLC, a 100% owned subsidiary of P10 Holdings, Inc. (“P10”). The transaction was closed on October 13, 2022. In connection with the transaction, the Company became a guarantor of P10’s obligations under the Credit Agreement, dated as of December 22, 2021 with JPMorgan Chase Bank the administrative and collateral agent, and the lenders party thereto. The guaranteed obligations are secured by security interests in the Company’s assets. Such security interests are junior to the security interests of ING Capital LLC and MUFG Bank, Ltd. described in Note 8.
In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after September 30, 2022, the Consolidated Balance Sheet date, through December 28, 2022, the date the consolidated financial statements were issued, and determined no additional events or transactions which would materially impact the consolidated financial statements.
15
Exhibit 99.3
P10 FINANCIAL, INC.UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Description of the Acquisition
On October 13, 2022, P10 Intermediate Holdings, LLC, a Delaware limited liability company (“Buyer”), and P10, Inc., a Delaware corporation (“P10” or the “Company”), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding membership interests in Westech Investment Advisors, LLC, a California limited liability company (“WTI”), in accordance with the terms and conditions of the previously announced Sale and Purchase Agreement, dated August 25, 2022 (the “Sale and Purchase Agreement”).
The purchase price paid at closing for the Acquisition, which is subject to certain customary closing adjustments, consisted of $97.0 million in cash and an aggregate of 3,916,666 membership units of P10 Intermediate Holdings, LLC, a consolidated subsidiary of P10, Inc., representing limited liability company interest of the Buyer (“Buyer Units”). Subject to certain conditions, the Buyer Units will be exchangeable into shares of Class A Common Stock of P10, Inc. on a one-for-one basis, pursuant to that certain Exchange Agreement entered into on August 25, 2022, by and among the Buyer, P10 and the other signatory parties thereto (the “Exchange Agreement”).
Basis of Pro Forma Presentation
The following unaudited pro forma condensed consolidated and combined financial information has been prepared in accordance with Article 11 of Regulation S-X (“Article 11”). The unaudited pro forma condensed consolidated and combined balance sheet gives effect to the Acquisition as if it were completed on September 30, 2022. The unaudited pro forma condensed consolidated and combined statements of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021 give effect to the Acquisition as if it were completed on January 1, 2021, with acquisition-related adjustments assuming the transaction occurred at the beginning of the fiscal year presented and had a continuing impact through the interim period presented and described in the accompanying notes.
Considerations Regarding Pro Forma Financial Information
The unaudited pro forma condensed consolidated and combined financial information has been prepared for informational purposes only, is subject to the assumptions and uncertainties set forth in the notes thereto, and is not necessarily indicative of or intended to represent the results that would have been achieved if the Acquisition been completed as of the dates indicated, or that may be achieved in the future. The unaudited pro forma condensed consolidated and combined financial information does not reflect the costs of any integration activities or benefits that may result from future cost savings due to revenue synergies, procurement savings or operational efficiency that may result from the Acquisition.
The unaudited pro forma condensed consolidated and combined financial information was derived from and should be read in conjunction with the following:
| 1. | Unaudited Condensed Consolidated Financial Statements and accompanying Notes of P10, Inc., as filed in its Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2022 with the United States Securities and Exchange Commission (“SEC”) on November 14, 2022; |
| 2. | Audited Consolidated Financial Statements and accompanying Notes of P10, Inc., as filed in its Annual Report on Form 10-K as of and for the year ended December 31, 2021 with the SEC on March 21, 2022; |
| 3. | Unaudited Condensed Consolidated Financial Statements and accompanying Notes of Westech Investment Advisors, LLC, as of and for the nine months ended September 30, 2022; and |
| 4. | Audited Consolidated Financial Statements and accompanying Notes of Westech Investment Advisors, LLC as of and for the year ended December 31, 2021. |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEET OF P10, INC. AND ITS SUBSIDIARIES SEPTEMBER 30, 2022
(In thousands)
| P10, Inc. Historical |
Westech Investment Advisors LLC Historical |
Transaction Accounting Adjustments |
Pro Forma Adjusted Balance Sheet |
|||||||||||||||
| ASSETS |
||||||||||||||||||
| Cash and cash equivalents |
$ | 19,415 | $ | 7,571 | $ | (12,235 | ) | (a) | $ | 14,751 | ||||||||
| Restricted cash |
1,347 | — | — | 1,347 | ||||||||||||||
| Accounts receivable |
5,407 | 508 | 2,782 | (b) | 8,697 | |||||||||||||
| Note receivable |
4,001 | — | — | 4,001 | ||||||||||||||
| Due from related parties |
30,359 | 8,436 | 906 | (b) | 39,701 | |||||||||||||
| Investments in funds |
— | 5,435 | (5,435 | ) | (c) | — | ||||||||||||
| Investments in unconsolidated subsidiaries |
2,137 | — | — | (d) | 2,137 | |||||||||||||
| Prepaid expenses and other assets |
3,596 | 363 | 15 | (b) | 3,974 | |||||||||||||
| Property and equipment, net |
2,513 | 138 | — | (b) | 2,651 | |||||||||||||
| Right-of-use assets |
13,052 | 2,907 | — | 15,959 | ||||||||||||||
| Deferred tax assets, net |
37,321 | — | — | (b) | 37,321 | |||||||||||||
| Intangibles, net |
110,449 | — | 56,640 | (e) | 167,089 | |||||||||||||
| Goodwill |
418,690 | — | 123,508 | (e) | 542,198 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total assets |
$ | 648,287 | $ | 25,358 | $ | 166,181 | $ | 839,826 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||||||||
| LIABILITIES: |
||||||||||||||||||
| Accounts payable and accrued expenses |
$ | 15,677 | $ | 7,423 | $ | 7,011 | (b) | $ | 30,111 | |||||||||
| Due to related parties |
1,519 | 1,363 | (1,363 | ) | (f) | 1,519 | ||||||||||||
| Other liabilities |
602 | — | — | 602 | ||||||||||||||
| Contingent consideration |
24,330 | — | 42,500 | (g) | 66,830 | |||||||||||||
| Deferred revenues |
12,748 | — | — | 12,748 | ||||||||||||||
| Lease liabilities |
15,425 | 2,957 | — | (b) | 18,382 | |||||||||||||
| Debt obligations |
170,774 | — | 91,790 | (h) | 262,564 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total liabilities |
241,075 | 11,743 | 139,938 | 392,756 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| COMMITMENTS AND CONTINGENCIES |
||||||||||||||||||
| STOCKHOLDERS’ EQUITY |
||||||||||||||||||
| Class A common stock |
41 | — | — | 41 | ||||||||||||||
| Class B common stock |
76 | — | — | 76 | ||||||||||||||
| Treasury stock |
(3,439 | ) | — | — | (3,439 | ) | ||||||||||||
| Additional paid-in capital |
641,055 | — | — | 641,055 | ||||||||||||||
| Retained earnings (accumulated deficit) |
(230,521 | ) | 7,908 | (8,783 | ) | (h) | (231,396 | ) | ||||||||||
| Noncontrolling interest |
— | 5,707 | 35,026 | (i) | 40,733 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total stockholders’ equity |
407,212 | 13,615 | 26,243 | 447,070 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 648,287 | $ | 25,358 | $ | 166,181 | $ | 839,826 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS OF P10, INC. AND ITS SUBSIDIARIES NINE MONTHS ENDED SEPTEMBER 30, 2022
(In thousands)
| P10, Inc. Historical |
Westech Investment Advisors LLC Historical |
Transaction Accounting Adjustments |
Pro Forma Adjusted Statement of Operations |
|||||||||||||||||
| REVENUES |
||||||||||||||||||||
| Management and advisory fees |
$ | 138,957 | $ | 26,140 | $ | — | $ | 165,097 | ||||||||||||
| Other revenues |
1,058 | 9,403 | (9,403 | ) | (a) | 1,058 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total revenues |
140,015 | 35,543 | (9,403 | ) | 166,155 | |||||||||||||||
| OPERATING EXPENSES |
||||||||||||||||||||
| Compensation and benefits |
60,293 | 13,507 | (3,657 | ) | (b) | 70,143 | ||||||||||||||
| Professional fees |
9,416 | 6,605 | — | 16,021 | ||||||||||||||||
| General, administrative and other |
12,393 | 1,373 | — | 13,766 | ||||||||||||||||
| Contingent consideration expense |
1,367 | — | — | 1,367 | ||||||||||||||||
| Amortization of intangibles |
18,487 | — | 7,037 | (c) | 25,524 | |||||||||||||||
| Strategic alliance expense |
429 | — | — | 429 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total operating expenses |
102,385 | 21,485 | 3,380 | 127,250 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| INCOME FROM OPERATIONS |
37,630 | 14,058 | (12,783 | ) | 38,905 | |||||||||||||||
| OTHER (EXPENSE)/INCOME |
||||||||||||||||||||
| Interest expense implied on notes payable to sellers |
— | — | — | — | ||||||||||||||||
| Interest expense, net |
(5,268 | ) | — | (2,169 | ) | (d) | (7,437 | ) | ||||||||||||
| Other (expense)/income |
1,303 | — | — | 1,303 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total other (expense)/income |
(3,965 | ) | — | (2,169 | ) | (6,134 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income before income taxes |
33,665 | 14,058 | (14,952 | ) | 32,771 | |||||||||||||||
| Income tax (expense) benefit |
(9,102 | ) | — | 3,140 | (e) | (5,962 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| NET INCOME |
24,563 | 14,058 | (11,812 | ) | 26,809 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Less: preferred dividends attributable to redeemable noncontrolling interest |
— | — | — | — | ||||||||||||||||
| Less: Net income attributable to noncontrolling interest |
— | (5,685 | ) | 7,165 | (f) | 1,480 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| NET INCOME ATTRIBUTABLE TO P10 |
$ | 24,563 | $ | 8,373 | $ | (4,647 | ) | $ | 28,289 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Earnings per share |
||||||||||||||||||||
| Basic earnings per share |
$ | 0.21 | $ | 0.24 | ||||||||||||||||
| Diluted earnings per share |
$ | 0.20 | $ | 0.21 | ||||||||||||||||
| Dividend per share |
$ | 0.06 | $ | 0.06 | ||||||||||||||||
| Weighted average shares outstanding, basic |
117,210 | 117,210 | ||||||||||||||||||
| Weighted average shares outstanding, diluted |
121,362 | 125,279 | ||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS OF P10, INC. AND ITS SUBSIDIARIES YEAR ENDED DECEMBER 31, 2021
(In thousands)
| P10, Inc. Historical |
Westech Investment Advisors LLC Historical |
Transaction Accounting Adjustments |
Pro Forma Adjusted Statement of Operations |
|||||||||||||||||
| REVENUES |
||||||||||||||||||||
| Management and advisory fees |
$ | 149,424 | $ | 31,912 | $ | — | $ | 181,336 | ||||||||||||
| Other revenues |
1,110 | 77,197 | (77,197 | ) | (a) | 1,110 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total revenues |
150,534 | 109,109 | (77,197 | ) | 182,446 | |||||||||||||||
| OPERATING EXPENSES |
||||||||||||||||||||
| Compensation and benefits |
54,755 | 26,519 | (14,873 | ) | (b) | 66,401 | ||||||||||||||
| Professional fees |
11,508 | 2,470 | 875 | (g) | 14,853 | |||||||||||||||
| General, administrative and other |
9,870 | 1,739 | — | 11,609 | ||||||||||||||||
| Contingent consideration expense |
3,472 | — | — | 3,472 | ||||||||||||||||
| Amortization of intangibles |
30,431 | — | 9,638 | (c) | 40,069 | |||||||||||||||
| Strategic alliance expense |
152 | — | — | 152 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total operating expenses |
110,188 | 30,728 | (4,360 | ) | 136,556 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| INCOME FROM OPERATIONS |
40,346 | 78,381 | (72,837 | ) | 45,890 | |||||||||||||||
| OTHER (EXPENSE)/INCOME |
||||||||||||||||||||
| Interest expense implied on notes payable to sellers |
(825 | ) | — | — | (825 | ) | ||||||||||||||
| Interest expense, net |
(21,360 | ) | — | (2,000 | ) | (d) | (23,360 | ) | ||||||||||||
| Loss on extinguishment of debt |
(15,312 | ) | — | — | (15,312 | ) | ||||||||||||||
| Other (expense)/income |
848 | (59 | ) | — | 789 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total other (expense)/income |
(36,649 | ) | (59 | ) | (2,000 | ) | (38,708 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income before income taxes |
3,697 | 78,322 | (74,837 | ) | 7,182 | |||||||||||||||
| Income tax (expense) benefit |
7,070 | — | — | (e) | 7,070 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| NET INCOME |
10,767 | 78,322 | (74,837 | ) | 14,252 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Less: preferred dividends attributable to redeemable noncontrolling interest |
(1,593 | ) | — | — | (1,593 | ) | ||||||||||||||
| Less: Net income attributable to noncontrolling interest |
— | (12,604 | ) | 11,964 | (f) | (640 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| NET INCOME ATTRIBUTABLE TO P10 |
$ | 9,174 | $ | 65,718 | $ | (62,873 | ) | $ | 12,019 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Earnings per share |
||||||||||||||||||||
| Basic earnings per share |
$ | 0.13 | $ | 0.17 | ||||||||||||||||
| Diluted earnings per share |
$ | 0.08 | $ | 0.12 | ||||||||||||||||
| Weighted average shares outstanding, basic |
72,660 | 72,660 | ||||||||||||||||||
| Weighted average shares outstanding, diluted |
112,330 | 116,247 | ||||||||||||||||||
P10, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation
The accompanying unaudited pro forma condensed consolidated and combined financial information of P10, Inc. and its subsidiaries, and notes thereto, has been prepared in accordance with Article 11 of Regulation S-X and are based on the historical financial statements of P10 and WTI, adjusted to reflect the Acquisition by P10 and the pro forma adjustments described within the notes to the unaudited pro forma condensed consolidated and combined financial statements.
The Acquisition is accounted for in accordance with ASC 805. The valuations and related purchase accounting have not been finalized, and the preliminary amounts included in the pro forma financial information, including the estimated fair values of the acquired assets and assumed liabilities, as well as the amortization associated with the acquired intangible assets, and income tax effects are subject to change. The final purchase price allocation, which is expected to be completed in early 2023, and the resulting effect on our financial positions and results of operations may be materially different from the pro forma amounts included herein.
The unaudited pro forma condensed consolidated and combined financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions that the Company believes are reasonable. However, actual results may differ from those reflected in these unaudited pro forma condensed consolidated and combined financial statements. In the Company’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma condensed consolidated and combined financial statements do not purport to represent what the combined company’s financial position or results of operations would have been if the Acquisition and related transactions had actually occurred on the dates indicated above, nor are they indicative of the combined company’s future financial position or results of operations. The unaudited pro forma condensed consolidated and combined financial statements should be read in conjunction with the historical financial statements and related notes thereto for the periods presented.
Note 2. Acquisition of WTI
P10 accounted for the Acquisition in accordance with ASC 805. Accordingly, the purchase price attributable to the Acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values. Prior to or concurrent with the Acquisition, certain reorganization actions occurred which resulted in the Company not consolidating certain entities which had been previously consolidated by WTI, also resulting in certain assets of historical WTI not being acquired. These matters are reflected in the preliminary purchase accounting and pro forma adjustments described below.
As described above, the purchase price paid at closing for the Acquisition, consisted of $97.0 million in cash, subject to certain working capital adjustments, and an aggregate of 3,916,666 membership units of P10 Intermediate Holdings, LLC. Additionally, the Sale and Purchase Agreement provides for additional consideration of up to $75.0 million to be paid in cash, or at the discretion of the Company in equity, over a period of between approximately four and six years. The payment of and total amount of contingent consideration to be paid is based on the operating results subsequent to the acquisition. The actual amount of contingent consideration to be paid may materially differ from that included in the preliminary purchase accounting disclosed herein. See definition and terms of the Earn Out Payments in the Sale and Purchase Agreement included in P10’s Form 8-K filed on October 13, 2022.
The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date. As such, our estimates of fair values are pending finalization which may result in adjustments to goodwill.
| Cash consideration |
$ | 105,262 | ||
| Fair value of equity consideration |
40,733 | |||
| Contingent consideration |
42,500 | |||
|
|
|
|||
| Total consideration paid |
$ | 188,495 | ||
|
|
|
|||
| ASSETS |
||||
| Cash and cash equivalents |
$ | 8,807 | ||
| Accounts receivable |
3,290 | |||
| Due from related parties |
9,342 | |||
| Right-of-use assets |
2,908 | |||
| Prepaid expenses and other |
378 | |||
| Property and equipment |
138 | |||
| Investments in unconsolidated subsidiaries |
||||
| Intangible assets, net |
56,640 | |||
| Deferred tax assets |
— | |||
|
|
|
|||
| Total assets acquired |
$ | 81,503 | ||
|
|
|
|||
| LIABILITIES |
||||
| Accounts payable and accrued expenses |
$ | 13,559 | ||
| Lease liabilities |
2,957 | |||
| Deferred tax liabilities |
— | |||
|
|
|
|||
| Total liabilities assumed |
$ | 16,516 | ||
|
|
|
|||
| Net identifiable assets acquired |
$ | 64,987 | ||
| Goodwill |
123,508 | |||
|
|
|
|||
| Net assets acquired |
$ | 188,495 | ||
|
|
|
Note 3. Unaudited Pro Forma Condensed Consolidated and Combined Balance Sheet
For purposes of preparing the unaudited pro forma condensed consolidated and combined balance sheet as of September 30, 2022, the Acquisition will be accounted for as if it occurred on September 30, 2022.
Pro forma accounting adjustments related to the Acquisition in the accompanying unaudited pro forma condensed combined financial statements are as follows:
| (a) | Reflects the cash effects of the Acquisition and related transactions, which is comprised of: |
| • | The net cash proceeds from the draw down on the accordion feature of the Company’s Credit Agreement, which consisted of an $87.5 million term loan and a $6.0 million revolver, less issuance costs of $1.7 million, |
| • | The payment of the $105.3 million in cash consideration for the Acquisition, |
| • | As P10 did not acquire certain entities of WTI, the Company did not acquire $5.1 million of cash and cash equivalents held by such entities as of September 30, 2022. |
| (b) | Reflects certain changes in working capital between September 30, 2022 and the acquisition date, and adjusting the carrying value of certain assets to the fair value assigned in the allocation of the purchase price. |
| (c) | Reflects the elimination of the Investments in funds previously owned by WTI, as P10 did not acquire the capital account balances in WTI’s underlying funds. |
| (d) | Reflects the recording at estimated fair value of investments in unconsolidated subsidiaries, which prior to the acquisition and certain reorganization activities were consolidated by WTI prior to acquisition. |
| (e) | Reflects the adjustments to record the estimated fair value of goodwill as well as intangible assets in the form of a trade name and asset management contracts acquired in connection with the preliminary purchase accounting for the Acquisition as described in Note 2. The trade name intangible asset is assigned a useful life of 10 years while the asset management contracts are 8 years. |
| (f) | Reflects the elimination of certain accrued incentive compensation liabilities to individuals which were not assumed by P10, and related to certain compensation arrangement which will not be applicable post-acquisition to P10. |
| (g) | Reflects the recording of the contingent consideration liability, based on the estimated fair value of the contingent consideration associated with the Earn-Out Payments as defined in the Sale and Purchase Agreement. |
| (h) | Reflects the Company’s draw down on the accordion feature of the Company’s Credit Agreement, which consisted of an $87.5 million term loan and a $6.0 million revolver, less $1.7 million of issuance costs. |
| (i) | Reflects the removal of pre-acquisition retained earnings of WTI, the removal of $5.7 million of pre-acquisition non-controlling interests for entities which are no longer consolidated by WTI post-acquisition, and recording the $40.7 million fair value of the P10 Intermediate shares issued to the Seller Recipients (as defined in the Sale and Purchase Agreement) in the Acquisition which are reflected as a non-controlling interest on P10 Inc.’s balance sheet. |
Note 4. Unaudited Pro Forma Condensed Consolidated and Combined Statements of Operations
For purposes of preparing the unaudited pro forma condensed consolidated and combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 will be accounted for as if the Acquisition occurred on January 1, 2021.
Pro forma accounting adjustments related to the Acquisition in the accompanying unaudited pro forma condensed combined financial statements are as follows:
| (a) | Reflects the elimination of the carried interest income and investment income (loss) reflected in the WTI historical financial information related to the capital accounts in the underlying funds which were not acquired by P10. |
| (b) | Reflects the elimination of the employee performance incentive compensation and adjusted employee benefits reflected in the WTI historical financial statements, which will not be compensation expense of P10 in future periods. |
| (c) | Reflects the additional amortization expense associated with the intangible assets recorded by the Company in the Acquisition, as if the Acquisition occurred and amortization began on January 1, 2021. |
| (d) | Reflects the additional interest expense for each period presented, giving effect to $93.5 million of borrowings on P10’s Credit Agreement as if such occurred and began incurring interest expense on January 1, 2021. |
| (e) | Reflects the income tax expense (benefit) related to the pro forma adjustments at a tax rate of 21%, which represents the Federal corporate income tax rate. |
| (f) | Reflects the removal of the net income allocated to the noncontrolling interest in WTI’s historical financials, as the Company acquired all of the outstanding equity of the entities consolidated by WTI after the acquisition by P10. This adjustment also reflects the allocation of P10’s pro forma net income related to the noncontrolling interest in P10 Intermediate acquired by the Seller Recipients in the Company’s acquisition of WTI of $1.5 million for the nine months ended September 30, 2022 and the $0.6 million for the year ended December 31, 2021. |
| (g) | Reflects the $0.9 million of transaction costs incurred by P10 subsequent to September 30, 2022. As the transaction is assumed to have occurred on January 1, 2021, these are reflected in the pro forma year ended December 31, 2021. See Note 6 for additional discussion regarding transaction costs. |
Note 5. Earnings per share
The pro forma earnings per common share is computed by dividing combined pro forma net income available to common shareholders by pro forma weighted-average common shares outstanding (basic or diluted as applicable). The pro forma weighted-average common shares outstanding is based on P10’s historical weighted-average common shares adjusted for the effects of the P10 intermediates shares issued in the acquisition of WTI.
Earnings per share is represented in the Consolidated Statement of Operations in the above table. The only adjustment made to earnings per share from a pro forma perspective is made to the diluted earnings per share to include the additional potential common shares of P10, Inc. on an as converted basis from the shares of P10 Intermediate issued to the Seller in the Acquisition.
The computations of diluted earnings includes the 3.917 million membership units convertible into P10, Inc. Class A common stock, and excludes options to purchase shares of common stock and restricted stock units totaling 1.0 million shares and 1.3 million shares for the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively, because these options and restricted shares were anti-dilutive.
Note 6. Transaction Costs
P10 and WTI each incurred certain nonrecurring charges in connection with the Acquisition. These costs will not continue to be incurred after the closing date and therefore will not adversely affect the combined P10 statements of operations beyond twelve months after the Acquisition. The historic financial statements of P10, Inc. for the nine months ended September 30, 2022 include transaction costs consisting of $1.4 million of professional fees and $0.1 million of general and administrative expenses. Additionally, WTI incurred $5.4 million of professional fees for the nine months ended September 30, 2022. No adjustments were made for these transaction costs incurred in the historic periods presented.
Subsequent to September 30, 2022, the Company has incurred $0.9 million of additional transaction costs. These are reflected as a pro-forma adjustment to the statement of operations for the year ended December 31, 2022 as described in Note 4.