v3.25.2
Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]  
Acquisitions

Note 3. Acquisitions

Qualitas Acquisition

On April 4, 2025, the Company completed the Qualitas purchase for total consideration of $73.2 million. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805. Qualitas is a Madrid-based private equity investing platform that provides fund-of-funds, direct co-investing and NAV financing opportunities in the European lower-middle market to limited partners across the ultra-high-net-worth, family office, and institutional channels. The provisional fair value consisted of $24.4 million in net assets and $48.8 million in goodwill.

The following is a summary of consideration paid:

 

 

Fair Value

 

Cash

 

$

42,705

 

Fair value of equity consideration

 

 

19,283

 

Fair value of contingent consideration

 

 

11,259

 

Total purchase consideration

 

$

73,247

 

The fair value of the contingent consideration was calculated using a Monte Carlo simulation based on future net revenue projections of Qualitas, acquisition specific terms and conditions, and a risk adjusted discount rate. The determined risk adjusted discount rate for the contingent consideration of 12.8% is a significant unobservable input.

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 value 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

 

$

2,468

 

Accounts receivable

 

 

1,409

 

Due from related parties

 

 

51

 

Prepaid expenses and other assets

 

 

351

 

Property and equipment, net

 

 

170

 

Right-of-use assets

 

 

827

 

Intangible assets, net

 

 

31,306

 

Total assets acquired

 

$

36,582

 

LIABILITIES

 

 

 

Accounts payable and accrued expenses

 

$

2,105

 

Accrued Compensation and benefits

 

 

176

 

Deferred revenues

 

 

1,246

 

Lease liabilities

 

 

827

 

Deferred tax liabilites

 

 

7,826

 

Total liabilities assumed

 

$

12,180

 

 

 

 

 

Net identifiable assets acquired

 

$

24,402

 

Goodwill

 

 

48,845

 

Net assets acquired

 

$

73,247

 

The provisional fair value of the identifiable intangible assets was calculated using a discounted cash flow model based on a risk adjusted discount rate. The determined risk adjusted discount rate for the identifiable intangible assets ranged from 15.5% to 17%. The determined risk adjusted discount rate is a significant unobservable input. 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

 

$

20,102

 

 

10

 

Value of direct investors and intermediary relationships

 

 

9,776

 

 

13

 

Value of trade name

 

 

879

 

 

 

20

 

Value of technology

 

 

549

 

 

 

4

 

Total identifiable intangible assets

 

$

31,306

 

 

 

 

Goodwill

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company's build out of its investment product offering.