P10, Inc.

Good morning and welcome to the P10 third quarter 2022 conference call. This is Mark Hood, EVP of Operations and Investor Relations. Today, we will be joined by Robert Alpert, Chairman and Co-CEO, Clark Webb, Co-CEO, Fritz Sauter, Chief Operating Officer, and Amanda Cousins, Chief Financial Officer. Before we begin, I'd like to remind everyone that this conference call, as well as the presentation slides, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current plans, estimates, and expectations and are inherently uncertain. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of risks or other factors that are described in greater detail under risk factors in our annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 21, 2022, and in our subsequent reports filed from time to time with the SEC. The forward-looking statements included are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements as a result of new information or future events, except as otherwise required by law. I will now turn the call over to Robert.

Good morning, and thank you for joining the call. Before we provide the quarterly update, I think it is important to recognize that P-10 recently celebrated its one-year anniversary as a public company. We have successfully navigated a challenging macro environment and delivered on the roadmap we presented investors before going public. Double digit organic growth, a predictable and differentiated business model with revenue based on management fees from long term committed capital, strong free cash flow, tax assets that shield the pre-tax income, and the acquisition of a market leading vertical that we think has extraordinary potential. It has been an exciting year despite volatile markets. When we formed P10, our mission was to construct a durable and resilient private markets business that would stand out among peers as the leader in the middle and lower middle market. With significant shares owned by insiders, we are distinctly aligned with employees, shareholders, and investors. When we went public, some questioned our decision to leave Cary with the investment team. As noted during our roadshow, we believe it's the perfect win-win, providing a great alignment with our investment professionals and clients, while at the same time creating a very distinct, predictable earning stream for P10 shareholders. I think our solid and steady financial performance over the past 12 months demonstrates the advantage of the P10 model. With the NASDAQ down over 25% and the S&P 500 down almost 20%, Our financial results have demonstrated robust organic growth and steady earnings progression. In a bull market, carried interest can provide fueled earnings, but in times of macro uncertainty, carry in the system creates financial volatility and can lead to periods of earnings declines, including significant earnings declines. As we currently find ourselves in a period of financial volatility, we believe our results demonstrate the advantage of our financial model. with Q3 adjusted net income per share up 41% year over year, despite the broad market weakness. Regarding our business outlook, we continue to execute on our plan and remain confident in our previous guidance to raise $5 billion across 2022 and 2023. This figure excludes any fee-paying AUM added by recently acquired WTI or future acquisitions. As it relates to capital allocation, We have recently been active on our stock repurchase plan, as we believe our stock price does not adequately reflect the intrinsic value of P10. Now let's hand it over to our Chief Operating Officer, Fred Sauter.

Thanks, Robert. Despite the more challenging backdrop, we continue to see good fundraising opportunities across our platform. During the third quarter, we raised and deployed $875 million, with contributions from a wide range of funds and strategies. We believe our diverse product set and all-season investment process will continue to serve investors and shareholders well. In particular, the GP stake market continues to be very attractive. In fact, Bonacourt recently announced two additional investments in premier middle market GPs as they continue to build out a portfolio that we believe is second to none. On the deployment side, HARC has now deployed over $1 billion since inception with zero loss of principal. We want to publicly congratulate the HARC team for its success. Our impact business, Enhanced Capital, also had a fantastic quarter with $186 million being deployed in Q3. Enhanced continues to see robust deal flow and our relationship with Crossroads is generating more deals and larger opportunities than we had previously seen. We remain excited about the prospects of the permanent capital partnership with Crossroads. In closing, our third quarter performance demonstrates key differentiating elements of the P-10 story that bolsters the foundation for future organic growth. First, we have a variety of strategies, some inherently all-weathered, such as credit, NAV lending, and GP stakes businesses. In addition, while WTI is not included in our third quarter results, its product set can also be considered an all-weather strategy as venture debt can be utilized when valuations are expanding or contracting. In the quarter, over a dozen funds contributed to our fundraising and deployment. We believe this represents a strategic advantage as fundraising is not contingent upon the success of a single large fund or strategy. Furthermore, our diverse strategies focus on the middle and lower middle market, a space where portfolio companies can exploit seams of growth despite macro weaknesses and are far less levered than larger peers. We think this makes our market focus especially advantageous during times like this. Finally, cross-selling across all P10 verticals continues to provide value creation opportunities. As an example, since joining P10 a little over a year ago, HART has deployed capital with several GPs that have deep relationships with RCP. And Bonacourt recently purchased stakes in three GPs that RCP has invested with for years. The collaboration, shared purpose, and diverse product set means we have a lot of ways to win. Long-term track records, deep and trusted GP and LP relationships, and a disciplined investment process across a variety of cycles gives us confidence that we will continue to build a market leader. I will now turn the call over to Clark.

Thank you, Fritz. One of the highlights of the quarter was the announcement of the WTI transaction. I think we set the bar high with this acquisition, our first as a public company. and we're thrilled to welcome their seasoned team to the P10 family. WTI has a 40-year track record of investing through a variety of market cycles, and their performance speaks for itself. They are a clear market leader in venture debt, a vertical with high barriers to entry where relationships, reputation, and access to proprietary deal flow truly matter. The WTI financial profile fits perfectly in P10 with 10-year contracted revenue based on committed AUM. As is custom at PTEN, we have exceptional alignment with the team in terms of equity ownership and carry. And importantly, we were introduced to WTI through our partners at TrueBridge, who have known them for decades. All the way around, we believe WTI is a great fit, and we're thrilled to welcome them to the PTEN family. With the addition of WTI, we now have an integrated platform across private equity and private credit venture equity and venture credit, and impact equity and impact credit, all rounded out with our middle market GP stake strategy. We are deeply embedded in our core verticals, offering both equity and credit, all with strategies that have long track records of generating impressive investment returns for our clients. It's a unique offering with few, if any, direct competitors. With that, I'll turn it over to Amanda to walk us through the third quarter financials.

Thank you, Clark. Fee paying assets under management were $19 billion, a 17% increase on a year-over-year basis. In the quarter, $875 million of fundraising and capital deployment was offset by $372 million in step downs and expirations. Step downs and expirations are a normal part of our business and typically take place at the end of a fund's life or when a fund has reduced fees after a period of full fees. The step-downs this quarter include a temporary step-down in fee-paying AUM for Bon Accord's Fund 1. When Bon Accord Fund 2 began charging fees, Bon Accord Fund 1's fee rate methodology changed from committed capital to invested capital, causing a temporary step-down in fee-paying AUM of $206 million. We anticipate recapturing all of that fee-paying AUM as Bon Accord Fund 1 is fully committed and will deploy its remaining capital over the next year. primarily in the second and third quarters of 2023, with a small portion of approximately 25 million deployed during 2024 and 2025. We expect an additional 135 million in step-downs and expirations for the remainder of 2022. Revenue in the third quarter was $50 million, a 31% increase over the third quarter of 2021. Average fee rates were 106 basis points during the quarter. As a reminder, When you look out across the cycle of four quarters, you should see our fee-paying assets under management deliver approximately 100 basis points of revenue. And for 2021, revenue did in fact average 100 basis points of fee-paying assets under management. Operating expenses in the third quarter were $39.7 million, a 47% increase over the same period a year ago, primarily driven by an increase in compensation and benefits expense. which relates to the additional compensation expense from the Bon Accord and HARC acquisitions, as well as an additional $4.5 million of acquisition-related stock-based compensation expense for the restricted stock grants to employees of HARC and Bon Accord due to fundraising performance this year. We expect additional acquisition-related expenses over the next few years, up to a maximum of $19 million in total, depending on fundraising performance for Bon Accord funds two and three. Professional fees and general administrative and other expenses also contributed to an increase in operating expenses associated with the growth of P-10 from the HARC and Bonacourt acquisitions, as well as an increase in DNO insurance premiums driven by the IPO transaction last year. GAAP net income in the third quarter was $5.6 million, a 38% increase when compared to the year-ago period. The difference is primarily attributable to the reduction of interest expense from the debt refinance that took place in December 2021, which lowered our debt interest rate substantially. Adjusted EBITDA in the third quarter was $27.8 million, a 28% increase over what we reported in the third quarter of 2021. For the quarter, our adjusted EBITDA margin was 56%. Over the course of the full year, we continue to target an overall 55% adjusted EBITDA margin with excess margin reinvested into the business to accelerate organic growth. For the third quarter, adjusted net income, ANI, was $25.1 million, a 56% increase over the $16.2 million reported in the third quarter of 2021. We continue to efficiently convert a dollar of adjusted EBITDA to adjusted net income due to small amounts of capital expenditures, cash interest, and a minimal tax leakage due to our tax assets. As a reminder, our tax assets are composed of two distinct assets, a $212 million net operating loss and $300 million in tax amortization. With the acquisition of WTI, we expect our tax amortization to increase by an additional $97 million initially, with an additional approximate $50 million as units convert to stock over the next several years. The additional amount will vary based on stock price when the units convert. Cash and cash equivalents at the end of the third quarter were $19.4 million. We used $16 million of our operating cash generated during the quarter to pay down on the existing credit facility revolver throughout the quarter, reducing our debt balance to $175 million as of the end of the third quarter. Concurrent with the WTI acquisition closing last month, we closed on an additional $125 million of debt to the accordion feature of our existing credit facility of which $87.5 million was available in term loan debt and $37.5 million available under the existing revolver with the same terms. We drew down on $87.5 million of term debt and $6 million on the revolver to close the WTI acquisition in October for a total of $276.4 million in outstanding debt. In addition to paying down debt, we have also moved forward with our $20 million stock buyback program. We have repurchased 333,946 shares of Class A common stock at an average price of $10.38 per share to date. We also continue to pay our quarterly dividend of 3 cents per share for Class A and Class B common stock. We have declared a dividend of 3 cents per share payable on December 20th, 2022 to stockholders of record as of the close of business on November 30th, 2022. Also, on November 9, 2022, we filed a Form S-3 registration statement with the SEC to help register the conversion of B shares to A shares. In addition to the Form S-3 filing, on October 27, 2022, we filed a special proxy statement and announced a special meeting of all stockholders on December 9, 2022, to approve an amendment to the PTA Inc. Stock Incentive Plan. to increase the number of shares issuable under the 2021 plan by 4 million shares. Finally, at September 30, 2022, our Class A shares outstanding were 41,102,331 and Class B shares outstanding were 76,143,061. I will now pass the call back to Robert for closing remarks. Thank you, Amanda. Now let's turn it over to the operator for a few questions.

Thank you. If you'd like to register a question, please press star followed by 1 on your telephone keypad now. If you'd like to withdraw your question, please press star followed by 2. And when preparing to ask your question, please ensure you're unmuted locally. Our first question comes from Ken Worthington of JP Morgan. Ken, your line is open. Please go ahead.

Hi. Good morning. Thanks for taking the questions. Just some clarifications on some of the information you gave on the call. So first on the step-downs, I think you initially anticipated about $290 million of step-downs largely in 4Q. I think now between 3Q and 4Q, you're expecting maybe $40 or so million of additional step-downs. So maybe why the change there? And then as we think about maybe the first half of next year, what sort of additional step-downs should we anticipate in the earlier part of next calendar year?

Hey, Ken. Great question. I'll take part of it. Amanda will take the other. So the step down in the quarter, it was larger than we had talked about last quarter because in our GP Stakes Fund, we actually found a more attractive way to finance a few of the deals. And so we used that attractive financing on behalf of the LPs. As we noted in the script and in the presentation, That financing we will then repay with LP capital over the next year or two. So we will get all of that fee-paying AUM back. But there was a slightly higher step down than expected because of the more attractive financing that Bon Accord was able to access. In terms of the other part of the question, Amanda, if you want to fill in details, but the rest of the step downs are very much in line with what we suggested last quarter. And then Amanda on 2023.

Yeah, for the first half of 2023, we expect about $750 million of shutdown.

Okay, okay, great. And then just some maybe clarifications around the expenses. Operating expenses were up $9 million, $4 million or so was non-recurring. I think the $4 million is largely WTI. The rest of the costs, did that fall into... the stock or the stock based comp increases that you talked about, like as we think about the remainder of the five million, what portion of that sort of will continue to flow through in coming quarters and what really does not? Like I assume some of the stock based comp is at least one time for the quarter, although there are earnouts, et cetera, in coming years. But how do I think about this as the base of which to model, you know, the coming quarters?

Yeah, Amanda can talk about ongoing RSU expense. When you think about the quarter, there were two components of non-recurring that we very much would put as non-recurring. One is the WTI acquisition costs. And we actually hope that will be recurring with other businesses. But for WTI, it was one time. And then the second is we do have an earn-out structure with our GP stakes business. I think we referenced it in the script. And also, when you look at the deck, As they are raising their Fund 2 and Fund 3, there will be some episodic stock earn-out payments. The total, I think, is $18 or $19 million, and that'll be over a number of years. But with the successful launch of BCP2, we did have a piece of that in Q3. The rest of it, Amanda, in terms of stock comp, should be very consistent year over year because we, as a firm, we grant 2%. of the value of the business and options every year to our employees with a five-year cliff vest, and nothing is changing there.

Yeah, that's right. That's right. The only other thing I would add is that we had in Q3, we also had additional contingent consideration associated with the Harkin Bonacourt acquisition. And so that's flowing through the contingent consideration line item. And that's just due to their fundraising performance.

Okay, great. Thank you.

Thank you. Our next question comes from Michael Tsipras from Morgan Stanley. Michael, your line is open. Please go ahead.

Great. Thanks so much. Good morning. I was hoping you could elaborate a bit on the overall fundraising backdrop. I heard you guys reiterate your $5 billion target, but I believe that only captures a number of funds, and I think there was some opportunity perhaps to do better than that. as I don't think that included any sort of separate account capital and maybe a few other things. Maybe you can remind us around what's in and what's not in the $5 billion and then talk more broadly around some of the trends you're seeing out there. Some folks are pointing to liquidity and denominator challenges facing LPs. Just curious what you're hearing in your conversations and what that sort of end markets that you see facing challenges and what strategies and geographic regions are maybe more immune. Thank you.

Yeah, great question. There's no question that all of our LPs read the news and they see their balances and denominator effect is real. So we don't want to be Pollyannish with it. When you think about our business, we think we have the benefit of two different pillars, if you will. The first is we are very diversified. And so when we're walking into a prospect meeting, we are not selling one product. I think as we said in the script, we have over a dozen funds in the market, and that is actually a mix of venture, private equity, private credit, and impact. And so we really do have a very nice offering. And then the second is because we have long track records, LPs are able to see how we do through economic cycles. And frankly, a lot of our funds are counter cyclical when you think about performance and deployment. I think we referenced a few in the script, but something like NAV lending is very much counter cyclical and it's a great way to lean into the environment that we have today. So we stuck with the 5 billion. We've raised 2.8 of it in the first nine months of the year. We have another five quarters to go. We have a number of our flagship funds in the market and we do feel like the dialogue is strong. One thing we can never control is timing. And so we're certainly not going to come and tell you which quarter things are going to land. Is there opportunity for upside? Absolutely. We're always out there talking about James Moore- bespoke SMAs and platforms and things like that, but right now we feel confident in the guidance we have given. We'd love for there to be upside, but we also recognize that this is a different world of raising money today than it was a year ago.

James Moore- Great and then just maybe a follow up question if I could on just the broader landscape for M&A here. Clearly, you guys are finding deals with the WTI transaction, but just maybe more broadly, if you can just update us on sort of how the landscape is evolving here, just given the volatility in the public markets, what you're seeing around seller expectations, around pricing adjustments on the private market side, and what that sort of pace of deal flow that's coming across your desk. Thank you.

Yeah, I'll separate into two buckets. The first is our model is absolutely built on generating free cash flow, steady growing free cash flow, and then reinvesting that in the highest rate of return opportunity to just keep the compounding machine going. Historically, that has been in adding additional verticals and additional products. The opportunity there is just as big today as it ever was. Frankly, we are getting far more inbound opportunities than we did maybe a year or two ago because I think we're better known. And frankly, because the options for a lot of peers have probably dwindled since the market started to turn. But I will tell you, it's much harder today to allocate capital externally when our stock trades where it does. So you can see that we have instituted a buyback and have begun buying back shares. But we are certainly hard pressed to find businesses like ours trading at valuations like us. And so we do have a new competitor in the room, if you will, which is our own stock.

To add color to that, around seller expectations, I think that sellers understand it, but I think there's still a lot of hope out there around what their businesses would be valued at in a transaction. And so that's always a big point of discussion and remains so. But certainly the change in the environment has changed buyer expectations, if you will. Certainly ours.

Great. Thank you. Thank you, Michael. Our next question comes from John Campbell of Stevens. John, your line is open. Please go ahead.

Hey, guys. Good morning. Morning. Hey, on WTI, congrats there. It seems like a fantastic deal for you guys. I'm curious about the earnouts. I'm just trying to get a better sense for the, you know, the achievability of those targets. Maybe if you could talk to the kind of underlying WTI growth over recent years, kind of how that trajectory looked prior to acquisition?

Yeah, thank you for the congratulations. We are thrilled to welcome formerly WTI to the PTEN family that happened after quarter end. We love this asset, number one, strategically. It's a great fit. If you think about our platform, we now have lower middle market private equity, lower middle market private credit, venture equity, venture credit, middle market impact equity, middle market impact credit, and then our GP stakes as the umbrella across it all. So we feel like it's a great structural fit. The WTI business historically has been single fund focused, and they typically raise a fund every three years. We talked about that cycle meaning that we will likely be in the market in 2024 with Fund 11. That being said, we do see opportunities on the SMA front with WTI. Those obviously take time. We have not baked anything in to that, but we will certainly be looking at existing flow that WTI funds are not able to capture that we can raise additional capital around. In terms of the earnouts, we wouldn't put them in there if we didn't think they were achievable. And frankly, we're rooting for the team to achieve them as quickly as possible. And we love the fact that they really are aligned with P10. As we build P10, as we build P10, we want to make sure that everyone rows in the same direction. And we think these earnouts are structured to make sure that the team is able to truly win alongside P10.

That's a great rundown. I appreciate that, Clark. And then on the EBITDA margin target, I mean, you guys posted 56 this quarter. You've done higher in past quarters. I think, Amanda, maybe you're pointing to 55% kind of over the near, maybe even medium term. Obviously, your business is going to run at really high incremental margins. So I'm hoping you can maybe walk the reinvestment area. I'm thinking maybe it's mostly headcount. I know you're probably doubling Mark Hood's pay, so maybe that's part of it. But, no, if you could just maybe talk to other areas of business who are trying to fill it out.

How much did he pay you to say that?

Yeah, I think for reinvestment, that's right. It's really headcount primarily in the sort of marketing distribution side of the business. I think we'll continue to add to our marketing team.

And WTI does come in at a lower margin than our core 55%. So, you know, in the near term, before they start growing, we'll have some, you know, incremental pressure on the margin, but obviously our raw dollars are going up.

Okay. That's good, Keller. Thank you, guys.

Thank you. As a reminder, if you wish to submit a question, please press star followed by one on your telephone keypad now. Our next question comes from Krit Kotelski of Oppenheimer. Chris, your line is open. Please go ahead.

Yeah, maybe you said it and I missed it, but the fee rate in the quarter was 106 basis points. What accounted for that being above the 100 that you always kind of guided to?

So there are a couple of things. We had catch-up fees in the quarter of about $780,000. And then also Bon Accord has a bit of a higher fee structure. So as Bon Accord continues to grow, we may see that fee rate up a bit.

Okay. And then the next question I had is on the fund tables, we – For HARC, we see that fund four is on the table this quarter. It wasn't there last quarter. But, you know, there's no dollar amount next to it, the committed capital. Can you give us roughly an idea how much they've started with?

Yeah, HARC, we're thrilled. I think we referenced in the script that HARC has reached, it's surpassed a billion dollars deployed since inception with no realized losses in principle, so very excited about the growth of that business, and this is an ideal time for them. As you noted, we did fully deploy Fund 3. We have turned on Fund 4. We have around $200 million already closed in Fund 4, but HARC is paid on deployed capital, and so we have turned on Fund 4. There is capacity in Fund 4, but you will see the assets flow through the table as we deploy that capital.

Okay. And that $200 million is what triggered the roughly $4.5 million in additional equity-based comp? Did I understand that correctly?

Well, so we had actually two milestones with Hark and with Bonacord. They both launched their successor funds. I think we referenced last call that Bonacord had a very strong first close on BCP2. And so it's the combination of those two businesses. that are resulting in the additional comp. The majority of that is Bon Accord right now, and we look forward to having HARCs come in in the next 12 months as Fund 4 is deployed.

Okay. Great. And so kind of the $4.5 million in equity-based comp, so a more normalized level would be like $2.5 million a quarter?

Yes, that's right.

Yep. Okay. All right. That's it for me. Thank you.

Thank you. Our next question comes from Adam Beattie of UBS. Adam, your line is open. Please go ahead.

Thank you, and good morning. Just to follow up on fundraising, one of the things that we've been hearing in addition to sort of the unfortunately familiar headwinds is the idea that LPs have kind of used up uh their 2022 budgets um and i don't know given the breadth of fundraising that you do at p10 i'm not sure if you've seen something similar and to the extent that you have you know does that suggest maybe you know a little bit of easing in 4q and then a subsequent kind of rebound early next year as 23 budgets open up thank you yeah

It's a great question. Certainly, I think it's helpful to mention that our peers are many, many, many times larger than us and are likely to feel the environment shift more directly. That being said, it will absolutely trickle down to us, I'm sure. But as we noted, we have a number of funds in the market. These are funds that have very long track records. The Roman numerals get pretty extended there in some of the different verticals, and folks have seen how these funds deploy capital during tough times. And that's why we're sticking to our $5 billion fundraising target. When it comes in, whether it's Q4, Q1, Q2, we really don't know. All we can measure is the sentiment on the ground with prospects, the pipelines, the number of meetings, and we still feel good about that $5 billion. But whether it comes in in Q4 or Q1 or Q2, we just don't know. Robert, would you add anything to that?

No, I think that's right. But Adam, like the sentiment that you talk about is certainly out there. We've certainly heard that. And so, you know, we're not oblivious to that. We're just putting our head down and keep going.

Yep. No, that makes sense. Appreciate it. Yeah, this is Fritz.

I might add one thing to that is just because our funds come out like on the RCP every year, It's really problematic in regards to our investors. They're constantly understanding that we're coming out. So we're sort of in budgets every year going out. And then that's the same thing with our TrueBridge flagship as well. They come out about every 18 months, two years. And so it's a slow moving ship with our funds. And they know exactly when they're coming out. So I would say that in a lot of cases, we're already in those budgets for 23 years. and that's why we're still positive that we can reach the number that we set out here three quarters ago.

Great, that's nice detail. Thank you, Fritz. And then I just want to check on the cadence of the earnouts, particularly related to fundraising. First of all, on the measurement period, it sounds like it's life to date, but maybe just confirm that. And also on the timing and cadence of the payouts, The reference earlier to, you know, BCP2 having closed or whatever suggests that it's sort of, you know, as earned. So it's not necessarily on a periodic measurement basis. But if you could just confirm that as well. Thank you.

Yeah, I'd look at it in three different buckets. The BCP earn out is as the capital is turned on. And I think we've given a gross value of around 16, 17 million dollars. The HARC earn-out is on FEPANG AUM. That's another $1.5 million. And then WTI, that earn-out is EBITDA-based. I think we lay it out pretty explicitly in the filings around the acquisition, but that is EBITDA-based and with some very – I think that EBITDA needs to double to hit that last hurdle, which we certainly look forward to it doing. We hope it does, but I think there are five years in that measurement period.

Excellent. Thanks, Clark. That's all for me.

Thank you, Adam. At this time, we currently have no further questions. So therefore, this concludes today's call. Thank you so much for joining. You may now disconnect your lines.