| Schedule of Allocation of Purchase Price |
The following table summarizes the preliminary allocation of the purchase price as of the acquisition date: | Purchase consideration paid | | $ | 209,099 | | | Total purchase price | | $ | 209,099 | | | | | | | | | Allocation of consideration: | | | | | | Cash and cash equivalents | | $ | 11,611 | | | Other net tangible assets | | | 444 | | | Intangible assets(1) | | | 88,458 | | | Deferred tax liability(2) | | | (21,831 | ) | | Fair value of net assets acquired | | $ | 78,682 | | | | | | | | | Goodwill resulting from the Atlantic House acquisition(3) | | $ | 130,417 | | | (1) | Represents the preliminary purchase price allocation to management contracts ($70,776), customer relationships ($10,663), non-compete agreements ($4,724), trade names and trademarks ($1,350) and model distribution relationships ($945). Management contracts, customer relationships and model distribution relationships were valued using the multi-period excess earnings method based on the existing contractual rights, assets under management and customer relationships existing at the acquisition date. Significant unobservable inputs used to value the management contracts included a long-term revenue growth rate of 5.0%. The customer relationships and model distribution relationships included attrition assumptions of 15.0% and 10.0%, respectively. Trade names and trademarks were valued using the relief-from-royalty method assuming a royalty rate of 2.0%. Non-compete agreements were valued using the with-and-without method assuming probability of competition of 20.0%. See Note 21 for additional information, including the useful lives of these finite lived assets. | | (2) | The acquired goodwill and intangible assets are not deductible for income tax purposes. Accordingly, the purchase price allocation includes a deferred tax liability for the difference between the assigned fair values and tax bases of the identifiable intangible assets, resulting in a corresponding increase to goodwill. | | (3) | Goodwill arising from the Atlantic House acquisition primarily represents the expected future economic benefits associated with integrating Atlantic House’s investment management capabilities into the Company's existing business, including developing new products, broadening distribution through the Company’s existing U.S. and European sales channels and other future growth opportunities. Goodwill also includes the value attributable to the assembled workforce, which does not qualify for separate recognition. | The following table summarizes the allocation of the purchase price as of the acquisition date: | Cash on hand, net of cash acquired | | $ | 270,346 | | | Fair value of contingent consideration(1) | | | 11,134 | | | Total purchase price | | $ | 281,480 | | | | | | | | | Allocation of consideration: | | | | | | Ceres net liabilities assumed | | $ | (3,803 | ) | | Intangible assets(2) | | | 143,500 | | | Fair value of net assets acquired | | $ | 139,697 | | | | | | | | | Goodwill resulting from the Ceres acquisition(3) | | $ | 141,783 | | | (1) | Measured at fair value using a Monte Carlo simulation. See below for additional information. | | (2) | Represents purchase price allocated to a customary advisory agreement ($135,000) and trade name ($8,500) which were determined to have a finite-life (estimated useful life of 25 years). The customary advisory agreement was valued using the multi-period excess earnings method. This method relied upon significant unobservable inputs including a long-term revenue growth rate of approximately (0.1%) and a discount rate of 15.5%. The revenue growth rate contemplates that Ceres Fund I, the fund from which the Company derives revenues, has ceased accepting new capital, with future business expected to be allocated to Ceres Fund II. The trade name is finite-lived (estimated useful life of 25 years) and was valued using the relief-from-royalty method. Significant unobservable inputs include a long-term revenue growth rate of approximately 3.0%, a royalty rate of 2.0% and a discount rate of 15.5%. | | (3) | Goodwill arising from the Ceres acquisition represents expected synergies from the integration of Ceres and the Company, including capital raising activities for a new farmland fund to be formed. Goodwill is not amortized for financial reporting purposes, and both goodwill and intangible assets are expected to be fully deductible for tax purposes. |
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| Schedule of Supplemental Unaudited Pro Forma Financial Information |
The following table presents unaudited supplemental pro forma financial information of the Company as if the Atlantic House and Ceres acquisitions had occurred on January 1, 2025. The unaudited pro forma financial information was derived from the historical financial results of the Company, Atlantic House and Ceres for all periods presented and was adjusted to give effect to pro forma adjustments that are directly attributable to the Atlantic House and Ceres acquisitions, factually supportable and expected to have a continuing impact on the combined results following the acquisitions. | | | Three Months Ended | | | Six Months Ended | | | | | June 30, 2026 | | | June 30, 2025 | | | June 30, 2026 | | | June 30, 2025 | | | Revenue | | $ | 180,476 | | | $ | 130,124 | | | $ | 349,368 | | | $ | 253,053 | | | Net income(1) | | $ | 46,894 | | | $ | 24,196 | | | $ | 27,282 | | | $ | 47,682 | | | (1) | Includes $2,400 of intangible amortization expense (net of income taxes) for the three months ended June 30, 2026 and 2025, and $4,800 of intangible amortization expense (net of income taxes) for the six months ended June 30, 2026 and 2025, respectively. |
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