On September 30, 2021, the Company completed the purchase of Bonaccord for total consideration of $56.4 million, which includes cash and contingent consideration. Bonaccord is engaged in the business of acquiring minority interests in alternative asset management companies focused on private market strategies which may include private equity, private client, real estate, and real asset strategies. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805.

The following is a summary of consideration paid:


	Fair Value
Cash	$	38,927
Contingent consideration		17,435
Total purchase consideration	$	56,362

A total of $35.0 million of the cash consideration was financed through an amendment to the term loan under the Facility with HPS. The additional draw had the same terms as the existing Facility, including the maturity date.

Included in total consideration is $17.4 million of contingent consideration, representing the fair value of expected future payments on the date of the acquisition. The amount ultimately owed to the sellers is based on achieving specific fundraising targets and any amounts paid to the sellers will be paid by October 2027, at which point the contingent consideration expires. Total payment contingent consideration will not exceed $20 million. As of December 31, 2022, $7.3 million has been paid in contingent consideration.

The fair value of the contingent consideration was derived from an analysis of the option pricing model and the scenario based model. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the liability may differ materially from the current estimate. As of December 31, 2022, the estimated fair value of the remaining contingent consideration totaled $12.0 million. See Note 11 for more details.

In connection with the acquisition, the Company incurred a total of $0.7 million of acquisition-related expenses. Total acquisition-related expenses were $0.2 million, $0.5 million and $0 for the years ended December 31, 2022, 2021 and 2020, respectively. These costs are included in professional fees on the Consolidated Statements of Operations.

The following table presents the fair value of the net assets acquired as of the acquisition date:


	Fair Value
ASSETS
Prepaid expenses and other assets		9
Investment in partnership		1,396
Intangible assets		12,940
Total assets acquired	$	14,345
LIABILITIES
Accrued expenses	$	919
Total liabilities assumed	$	919

Net identifiable assets acquired	$	13,426
Goodwill		42,936
Net assets acquired	$	56,362

The following table presents the fair value of the identifiable intangible assets acquired:


			Weighted-
			Average
			Amortization
	Fair Value		Period
Value of management and advisory contracts	$	9,450	8
Value of trade name		3,490	10
Total identifiable intangible assets	$	12,940

In connection with the acquisition, Bonaccord assumed a Strategic Alliance Agreement ("SAA"), providing a third-party the right to receive 15% of the net management fee earnings, which includes the management fees minus applicable expenses, for Bonaccord Fund I ("Fund I"), and any subsequent fund, paid quarterly, in exchange for funding certain amounts of capital commitments to the fund. See Note 5 for more information.

On September 30, 2021, the Company completed the purchase of Hark for total consideration of $7.2 million, which includes $5.0 million of cash and $2.2 million of estimated contingent consideration, with the fair value based on the scenario based method. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805. Hark is engaged in the business of making loans to portfolio companies that are owned or controlled by financial sponsors, such as private equity funds or venture capital funds, and which do not meet traditional direct lending underwriting criteria, but where the repayment of the loan by the portfolio company is guaranteed by its financial sponsor. The fair value consisted of $2.5 million in net assets and $4.7 million in goodwill. The total contingent consideration payment will not exceed $5.4 million.

On October 13, 2022, the Company completed the acquisition of all of the issued and outstanding membership interests of WTI for a total consideration of $146.0 million and an aggregate of 3,916,666 membership units of P10 Intermediate which can be exchanged on a one-for-one basis into shares of P10 class A common stock, subject to certain conditions pursuant to the Exchange Agreement entered into on August 25, 2022. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805.

The following is a summary of consideration paid:


	Fair Value
Cash	$	105,262
Fair value of equity consideration		40,733
Total purchase consideration	$	145,995

The Company exercised the accordion feature on the Credit Facility to complete the acquisition of WTI. The $125 million available on the accordion was split into $87.5 million of term loan and $37.5 million of revolver. The Company drew the $87.5 million of term loan and $6.0 million of the available revolver to complete the acquisition and financed the remainder with cash on hand.

In connection with the acquisition, the Company incurred a total of $3.2 million of acquisition-related expenses. Total acquisition-related expenses were $3.2 million, $0 and $0 for the years ended December 31, 2022, 2021 and 2020, respectively. These costs are included in professional fees on the Consolidated Statements of Operations.

The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date. As such, our estimates of fair values are pending finalization, which may result in adjustments to goodwill.

The following table presents the provisional fair value of the net assets acquired as of the acquisition date:


	Fair Value
ASSETS
Cash and cash equivalents		8,807
Accounts receivable		12,632
Right-of-use assets		2,904
Prepaid expenses and other assets		378
Property and equipment		138
Intangible assets, net		49,700
Total assets acquired	$	74,559
LIABILITIES
Accounts payable and accrued expenses	$	13,555
Lease liabilities	$	2,957
Total liabilities assumed	$	16,512

Net identifiable assets acquired	$	58,047
Goodwill		87,948
Net assets acquired	$	145,995

The following table presents the provisional fair value of the identifiable intangible assets acquired:


			Weighted-
			Average
			Amortization
	Fair Value		Period
Value of management and advisory contracts	$	42,900	9
Value of trade name		6,800	10
Total identifiable intangible assets	$	49,700

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company’s build out of its investment product offering. Approximately $87.9 million of goodwill is expected to be deductible for tax purposes. To the extent there are payments on EBITDA-related earnouts as discsused in Note 14, those amounts would be amortizable for tax purposes at such time.

The fair value of management and advisory contracts acquired were estimated using the excess earnings method. Significant inputs to the valuation model include existing revenue, estimates of expenses and contributory asset charges, the economic life of the contracts and a discount rate based on a weighted average cost of capital.

The fair value of trade names acquired were estimated using the relief from royalty method. Significant inputs to the valuation model include estimates of existing and future revenue, estimated royalty rate, economic life and a discount rate based on a weighted average cost of capital.

The management and advisory contracts and trade names have a finite useful life. The carrying value of the management fund and advisory contracts and trade names will be amortized in line with the pattern in which the economic benefits arise and are reviewed at least annually for indicators of impairment in value that is other than temporary.

The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of WTI was completed on January 1, 2021:


	For the Year Ended December 31,

	2022		2021

Revenue	$	224,500	$	182,446
Net income attributable to P10		24,513		6,044

Pro-forma adjustments include revenue and net income (loss) of the acquired business for each period. Other pro forma adjustments include intangible amortization expense, interest expense based on debt issued in connection with the acquisition, and compensation expense contingent on EBITDA (as noted in Note 14) as if the acquisition were completed on January 1, 2021. Additionally, this does not reflect any pro forma adjustments related to the acquisitions which occurred in 2021.

The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of Bonaccord was completed on January 1, 2020:


	For the Year Ended December 31,

	2021		2020

Revenue	$	169,728	$	74,864

Net income attributable to P10		12,834		19,915

Pro-forma adjustments include revenue and net income (loss) of the acquired business for each period. Other pro forma adjustments include intangible amortization expense and interest expense based on debt issued or repaid in connection with the acquisition as if the acquisition was completed on January 1, 2020.