v3.25.2
Fair Value Measurements
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 11. Fair Value Measurements

Financial Instruments not recognized at Fair Value

The Company measures certain assets and liabilities at fair value on a recurring basis, which are discussed below. Our financial instruments not recognized at fair value were as follows:

 

 

As of June 30, 2025

 

 

As of December 31, 2024

 

 

 

 

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Fair Value Level

 

Reference

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due from related party - Advisory Agreements

 

$

75,801

 

 

$

50,180

 

 

$

68,010

 

 

$

42,529

 

3

 

Note 13

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Debt Obligations

 

$

373,021

 

 

$

373,021

 

 

$

319,783

 

 

$

319,783

 

2

 

Note 12

As of June 30, 2025 and December 31, 2024, debt obligations' carrying value approximates fair value.

Earnouts associated with the acquisitions of Bonaccord and Qualitas

Included in total consideration of the acquisition of Bonaccord was an earnout payment not to exceed $20 million. The amount ultimately owed to the sellers is based on achieving specific fundraising targets and any amounts paid to the sellers was required to be paid by October 2027, at which point the earnout expires. Payments were made after each fund close. As of June 30, 2025, the full $20.0 million earnout payment has been earned and paid, of which $2.2 million was paid in the six months ended June 30, 2025. Total remeasurement expense recognized for both the three and six months ended June 30, 2025 was $0. Total remeasurement expense recognized for the three and six months ended June 30, 2024 was $0.1 million and $0.1 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. As of December 31, 2024, with all contingent consideration for the acquisition of Bonaccord considered fully earned, the liability transferred out of Level 3 fair value measurement as the liability is recorded at cost at the known payment amount. Until considered fully earned, the Company's contingent consideration was considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. As of June 30, 2025, there were no remaining liabilities related to the Bonaccord acquisition.

On April 4, 2025, included in total consideration of the Qualitas acquisition was an earnout payment not to exceed €31.7 million. The amount ultimately owed to the sellers is based on the run-rate net revenue as of December 31, 2027 from newly launched Qualitas funds post acquisition. Any earnout payment will be paid in a mix of cash and Class A common stock at the seller's election, with no more than 65% payable in cash. As of June 30, 2025, no earnout payment has been earned or paid. Total remeasurement expense recognized for both the three and six months ended June 30, 2025 was $1.1 million. Total remeasurement expense recognized for the three and six months ended June 30, 2024 was $0. This is included in contingent consideration expense on the Consolidated Statements of Operations.

The table below presents all items measured at fair value as of June 30, 2025.

 

 

As of June 30, 2025

 

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration obligation

 

$

-

 

 

$

-

 

 

$

13,126

 

 

$

13,126

 

Total liabilities

 

$

-

 

 

$

-

 

 

$

13,126

 

 

$

13,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the six months ended June 30, 2025.

The changes in the fair value of Level III financial instruments are set forth below:

 

Contingent Consideration Liability

 

 

 

 

 

For the Six Months Ended June 30,

 

 

 

 

 

 

 

2025

 

 

2024

 

Balance, beginning of year:

 

 

 

 

 

$

-

 

 

$

6,693

 

   Additions

 

 

 

 

 

 

11,259

 

 

 

-

 

Change in fair value

 

 

 

 

 

 

1,109

 

 

 

121

 

   Impact of exchange rate movements

 

 

 

 

 

 

758

 

 

 

-

 

   Settlements

 

 

 

 

 

 

-

 

 

 

(1,244

)

Balance, end of period:

 

 

 

 

 

$

13,126

 

 

$

5,570

 

Until transferred out of Level 3 fair value measurement, the fair value of the contingent consideration liability represents the fair value of future payments upon satisfaction of performance targets. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the contingent consideration liability primarily relate to the expected future payments of obligations with a discount rate applied. The contingent consideration liability is included in contingent consideration on the Consolidated Balance Sheets. Changes in the fair value of the liability are included in contingent consideration expense on the Consolidated Statements of Operations.