P10, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

The following discussion and analysis relates to the activities and operations
of P10. As used in this section, "P10," the "Company", "we" or "our" includes
P10 and only its consolidated subsidiaries. The following information should be
read in conjunction with our selected financial and operating data and the
accompanying consolidated financial statements and related notes contained
elsewhere in this quarterly report on Form 10-Q. Our historical results
discussed below, and the way we evaluate our results, may differ significantly
from the descriptions of our business and key metrics used elsewhere in this
quarterly report on Form 10-Q due to the effects of acquisitions which occurred
during the year ended December 31, 2021, but may not have had a material impact
on our statements of operations due to the limited period of time which they
were included in our consolidated results. This quarterly report reflects the
historical results of operations and financial position of P10 Holdings, our
predecessor for accounting purposes, prior to the Reorganization and IPO. The
following discussion may contain forward-looking statements that reflects our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in these forward-looking statements. Factors that could cause or
contribute to these differences include, but are not limited to, those discussed
below and elsewhere in this Form 10-Q, and in our annual report on Form 10-K for
the year ended December 31, 2021, particularly in "Risk Factors" and the
"Forward-Looking Information." Unless otherwise indicated, references in this
Quarterly Report on Form 10-Q to fiscal 2022 and 2021 are to our fiscal years
ended December 31, 2022 and 2021, respectively.

                               Business Overview

We are a leading multi-asset class private market solutions provider in the
alternative asset management industry. Our mission is to provide our investors
differentiated access to a broad set of solutions and investment vehicles across
highly attractive asset classes and geographies that generate superior
risk-adjusted returns. Our success and growth have been driven by our position
in the private markets' ecosystem, providing investors with specialized private
market solutions across a comprehensive set of investment strategies, including
primary investment funds, secondary investment, direct investment and
co-investments and advisory solutions. As investors entrust us with additional
capital, our relationships with our fund managers are strengthened, which drives
additional investment opportunities, sources more data, enables portfolio
optimization and enhances returns, and in turn attracts new investors.

During 2020, we completed several acquisitions to expand the private market
solutions available to our investors. On April 1, 2020, we completed our
acquisition of Five Points to serve as our Private Credit solution (which also
offers certain private equity solutions). On October 2, 2020, we completed our
acquisition of TrueBridge Capital Partners, LLC (TrueBridge) to serve as our
Venture Capital solution. On December 14, 2020, we completed our acquisition of
100% of the equity interest in Enhanced Capital Group, LLC (ECG) to serve as our
Impact Investing solution. These acquisitions were accounted for as business
combinations, and these entities are reported as consolidated subsidiaries of
P10. Additionally, on December 14, 2020, we completed our acquisition of
approximately 49% of the voting interests and 50% of the economic interests in
ECP, which is a related party of ECG. As we only acquired a non-controlling
interest in ECP, it is reported as an equity method investment in accordance
with ASC 323, Equity Method and Joint Ventures ("ASC 323").

On September 30, 2021, we completed the acquisitions of Hark Capital Advisors,
LLC (Hark) and Bonaccord Capital Advisors, LLC (Bonaccord) to further expand on
solutions available to our investors. The effect of these acquisitions is
reflected in our Consolidated Balance Sheet at December 31, 2021 and the
Consolidated Statement of Operations from September 30, 2021 to December 31,
2021. These acquisitions were accounted for as business combinations and are
reported as consolidated subsidiaries of P10.

On October 20, 2021, P10 Holdings, in connection with its IPO, completed a
reorganization and restructure. In connection with the reorganization, P10
became the parent company and all of the existing equity of P10 Holdings, which
is a wholly owned subsidiary of P10, and its consolidated subsidiaries,
including the convertible preferred units of P10 Intermediate were converted
into common stock of P10. The offering and reorganization included a reverse
stock split of P10 Holdings common stock on a 0.7-for-1 basis pursuant to which
every outstanding share of common stock decreased to 0.7 shares. Net proceeds
from the sale of our Class A common stock, after deducting underwriting
discounts and commissions but before expenses was approximately $129.4 million.
Of the proceeds, $86.8 million was used to pay down outstanding term loan debt,
$12.4 million was used to pay off Seller's Notes, $1.1 million was used to cash
settle certain option awards, $1.0 million was used to fund the dividend on P10
Intermediate's preferred stock and $4.5 million was used to pay expenses
incurred in connection with the offering.
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Following the reorganization and IPO, P10 has two classes of common stock, Class
A common stock and Class B common stock. Each share of Class B common stock is
entitled to ten votes while each share of Class A common stock is entitled to
one vote.

On December 22, 2021, P10 entered into a $250 million credit agreement with a
syndicate of banks, including JP Morgan Chase Bank and Texas Capital Bank as
joint lead arrangers and bookrunners, which provided for the Term Loan in an
aggregate principal amount of $125 million and Revolver Facility in an aggregate
principal amount of $125 million with a four year term and an additional $125
million accordion feature, which the Company exercised in September 2022. The
variable interest rate is 210 basis points over SOFR. Borrowings were used to
pay down the outstanding balance under the previous credit facility with HPS and
related transaction expenses, pay off Seller's Notes related to the RCP
acquisition and to finance working capital needs and for general corporate
purposes. The outstanding balance as of September 30, 2022 was $174.9 million.

From September 30, 2022our private market solutions included the following:

Private Equity Solutions (PES). Under PES, we make direct and indirect
investments in middle and lower- middle market private equity across North
America. PES also makes minority equity investments in a diversified portfolio
of mid-sized managers across private equity, private credit and real assets. The
PES investment team, which is comprised of 40 investment professionals with an
average of 24+ years of experience, has deep and long-standing investor and fund
manager relationships in the middle and lower-middle market which it has
cultivated over the past 20 years, including over 1,800+ investors, 260+ fund
managers, 480+ private market funds and 1,900+ portfolio companies. We have 50
active investment vehicles. PES occupies a differentiated position within the
private markets ecosystem helping our investors access, perform due diligence,
analyze and invest in what we believe are attractive middle and lower-middle
market private equity opportunities. We are further differentiated by the scale,
depth, diversity and accuracy of our constantly expanding proprietary private
markets database that contains comprehensive information on more than 4,900
investment firms, 9,800 funds, 44,000 individual transactions, 29,000 private
companies and 276,000 financial metrics. As of September 30, 2022, PES managed
$10.6 billion of Fee Paying Assets Under Management ("FPAUM").

Venture Capital Solutions (VCS). Under VCS, we make investments in venture
capital funds across North America and specialize in targeting high-performing,
access-constrained opportunities. The VCS investment team, which is comprised of
15 investment professionals with an average of 21+ years of experience, has deep
and long-standing investor and fund manager relationships in the venture market
which it has cultivated over the past 14+ years, including over 930+ investors,
60+ fund managers, 55 direct investments, 230+ private market funds and 6,500+
portfolio companies. We have 18 active investment vehicles. Our VCS solution is
differentiated by our innovative strategic partnerships and our vantage point
within the venture capital and technology ecosystems, maximizing advantages for
our investors. In addition, since 2011, we have partnered with Forbes to publish
the Midas List, a ranking of the top value-creating venture capitalists. As of
September 30, 2022, VCS managed $5.2 billion of FPAUM.

Impact Investing Solutions (IIS). Under IIS, we make equity, tax equity, and
debt investments in impact initiatives across North America. IIS primarily
targets investments in renewable energy development and historic building
renovation projects, as well as providing capital to small businesses that are
women or minority owned or operating in underserved communities. The IIS
investment team, which is comprised of 12 investment professionals with an
average of 21+ years of experience, has deep and long-standing relationships in
the impact market which it has cultivated over the past 20 years, including
deploying capital on behalf of over 82 investors. We currently have 35 active
investment vehicles. We are differentiated in both the breadth of impact areas
served, the type of capital deployed and the duration of our track record. We
have collectively deployed over $4.8 billion into 750+ projects, supporting 400+
businesses across 38 states since 2000. We have invested $2.6 billion in Impact
Assets across our Small Business Lending, Impact Real Estate and Climate Finance
Strategies. Investments in solar assets have generated over 781 million KWh of
renewable energy over the lifetime of the portfolio. As of September 30, 2022,
IIS managed $1.8 billion of FPAUM.

Private Credit Solutions (PCS). Under PCS, we primarily make debt investments
across North America, targeting lower middle market companies owned by leading
financial sponsors and also offer certain private equity solutions. PCS also
provides loans to mid-life, growth equity, venture and other funds backed by the
unrealized investments at the fund level and provide financing for companies
that would otherwise require equity. The PCS investment team, which is comprised
of 24 investment professionals with an average of 23+ years of experience, has
deep and long-standing relationships in the private credit market which it has
cultivated over the past 22 years, including 290+ investors across 9 active
investment vehicles and 70+ portfolio companies with over $1.9+ billion capital
deployed. Our PCS is differentiated by our relationship-driven sourcing approach
providing capital solutions for
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growth-oriented companies. We are further synergistically strengthened by our
PES network of fund managers, characterized by more than 575 credit
opportunities annually. We currently maintain 50+ active sponsor relationships
and have 70+ platform investments. As of September 30, 2022, PCS managed $1.4
billion of FPAUM.

                               Sources of Revenue

Our sources of revenue currently include fund management fee contracts, advisory
service fee contracts, consulting agreements, referral fees, subscriptions and
other services. The majority of our revenues are generated through long-term,
fixed fee management and advisory contracts with our investors for providing
investment solutions in the following vehicles for our investors:

Primary Investment Funds. Primary investment funds refer to investment vehicles
which target investments in new private markets funds, which in turn invest
directly in portfolio companies. P10's primary investment funds include both
commingled investment vehicles with multiple investors as well as customizable
separate accounts, which typically include one investor. Primary investments are
made during a fundraising period in the form of capital commitments, which are
called upon by the fund manager and utilized to finance its investments in
portfolio companies during a predefined investment period. We receive a fee
stream that is typically based on our investor's committed, locked-in capital;
capital commitments that typically average ten to fifteen years, though they may
vary by fund and strategy. We offer primary investment funds across private
equity and venture capital solutions. Often, the fees are structured such that
they step down, or decrease, over the life of the fund. Our primary funds
comprise approximately $11.5 billion of our FPAUM as of September 30, 2022.

Direct and Co-Investment Funds. Direct and co-investments involve acquiring an
equity interest in or making a loan to an operating company, project, property,
alternative asset manager, or asset, typically by co-investing alongside an
investment by a fund manager or by investing directly in the underlying asset.
P10's direct and co- investment funds include both commingled investment
vehicles with multiple investors as well as customizable separate accounts,
which typically include one investor. Capital committed to direct investments
and co-investments is typically invested immediately, thereby advancing the
timing of expected returns on investment. We typically receive fees from
investors based upon committed capital, with some funds receiving fees based on
invested capital; capital commitments, typically average ten to fifteen years,
though they may vary by fund. We offer direct and co-investment funds across our
private equity, venture capital, impact investing and private credit solutions.
Often, the fees are structured such that they step down, or decrease, over the
life of the fund. Our direct investing platform comprises approximately $6.2
billion of our FPAUM as of September 30, 2022.

Secondaries. Secondaries refer to investments in existing private markets funds
through the acquisition of an existing interest in a private markets fund by one
investor from another in a negotiated transaction. In so doing, the buyer agrees
to take on future funding obligations in exchange for future returns and
distributions. Because secondary investments are generally made when a primary
investment fund is three to seven years into its investment period and has
deployed a significant portion of its capital into portfolio companies, these
investments are viewed as more mature. We typically receive fees from investors
on committed capital for a decade, the typical life of the fund. We currently
offer secondaries funds across our private equity solutions. Often, the fees are
structured such that they step down, or decrease, over the life of the fund. Our
secondary funds comprise approximately $1.4 billion of our FPAUM as of September
30, 2022.

                               Operating Segments

We operate our business as a single operating segment, which is how our chief
operating decision makers (our Co-Chief Executive Officers) evaluate financial
performance and make decisions regarding the allocation of resources.

                         Trends Affecting Our Business

Our business is affected by a variety of factors, including conditions in the
financial markets and economic and political conditions in the North American
markets in which we operate, as well as changes in global economic conditions
and regulatory or other governmental policies or actions, which can materially
affect the values of the funds our platforms manage, as well as our ability to
effectively manage investments. With interest rates continuing to rise and the
global economy outlook remaining
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uncertain, we continue to see investors turning towards alternative investments
to achieve consistent and higher yields with our contractually guaranteed fee
rate.

The continued growth of our business may be influenced by several factors, including the following market trends:

Accelerating demand for private markets solutions. Our ability to attract new
capital is dependent on investor demand for private markets solutions. We
believe the composition of public markets is fundamentally shifting and will
drive growth in private markets investing as fewer companies elect to become
public corporations, while more companies are choosing to stay privately held or
return to being privately held. Furthermore, investors continue to increase
their exposure to passive strategies in search for lower fee alternatives as
relative returns in active public market strategies have compressed. We believe
the continued move away from active public market strategies into passive
strategies will support growth in private market solutions as investors seek
higher risk-adjusted returns. Additional trends driving investor demand are 1)
increasing long-term investor allocations towards private market asset classes,
2) legislation that allows retirement plans to add private equity vehicles as an
investment option, and 3) the adoption of Environmental, Social, and Corporate
Governance ("ESG") and impact investing by the institutional and high net worth
investor community.

Favorable lower and lower-middle market dynamics, and data driven sourcing. We
attribute our strong investment performance track record to several factors,
including: our broad private market relationships and access to fund managers
and investments, our diligent and responsible investment process, our tenured
investing experience and our premier data, technology, and analytic
capabilities. Our ability to continue generating strong returns will be impacted
by lower and lower-middle market dynamics and our ability to source deals
efficiently and effectively using data analytics. As more companies choose to
remain private, we believe smaller companies will continue to dominate market
supply, with significantly less capital in pursuit. This favorable lower and
lower-middle market dynamic implies a larger pool of opportunities at compelling
purchase price valuations with significant return potential. In addition, our
premier data and analytic capabilities, driven by our proprietary database,
support our robust and disciplined sourcing criteria, which fuels our highly
selective investment process. Our database stores and organizes a universe of
managers and opportunities with powerful tracking metrics that we believe drive
optimal portfolio management and monitoring and enable a portfolio grading
system, as well as repository of investment evaluation scorecards. Our ability
to maintain our data advantage is dependent on a number of factors, including
our continued access to a broad set of private market information on an on-going
basis.

Expanding asset class solutions, broaden geographic reach and grow private
markets network effect. Our ability to continue growing is impacted by our
scalability and ability to maximize investor relationships. The purview of
private markets has meaningfully broadened over the last decade. As investors
increase their allocations to private markets investments, we believe the demand
for asset class diversification will rise. Furthermore, as part of this
evolution we believe investors will seek out private market solutions providers
with scale and an ability to deliver multiple asset classes and vehicle
solutions to streamline relationships and pursue cost efficiency. Our scalable
business model is well positioned to expand and grow our footprint as we develop
our position within the private markets ecosystem to further leverage our
synergistic solutions offering. We currently have a leading presence in North
America, but believe that expanding our investor presence into international
markets can be a significant growth driver for our business as investors
continue to seek geographically diverse private market exposure. Further,
expanding into additional asset class solutions will enable us to further
enhance our integrated network effect across private markets by, among other
benefits, fostering deeper manager relationships. We believe that the growing
number of private markets focused fund managers increases the operational burden
on investors and will lead to a greater reliance on highly trusted advisors to
help investors navigate the complexity associated with multi- asset class
manager selection.

Increasing regulatory requirements and political uncertainty. The complex
regulatory and tax environment could restrict our operations and subject us to
increased compliance costs and administrative burdens, as well as restrictions
on our business activities. There is additional uncertainty around potential
legal, regulatory, and tax changes, which may impact our profitability or impact
our ability to operate and grow our business.

Our ability to raise capital in order to fund acquisitions and strategic growth
initiatives. In addition to organic growth of our existing solutions and
services, our growth will continue to depend, in part, on our ability to
identify, evaluate and acquire high performing and high-quality asset management
businesses in order to expand our team of asset managers and advisors, as well
as expand the industries and end markets which we serve. These acquisitions may
require us to raise additional capital through debt financing or the issuance of
equity securities. Our ability to obtain debt with acceptable terms will be
influenced by the corporate debt markets and prevailing interest rates, as well
as our current credit worthiness. The funding available through the issuance of
equity securities will be determined in part by the market price of our shares.
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Increased competition to work with top private equity fund managers. There has
been a trend amongst larger private markets investors to consolidate the number
of general partners in which they invest and work with. At times, this has led
to certain funds being oversubscribed due to the increasing flow of capital.
This has resulted in some investors, primarily smaller investors or less
strategically important investors, not being able to gain access to certain
funds. Our ability to invest and maintain our sphere of influence with these
high-performing fund managers is critical to our investors' success and our
ability to maintain our competitive position and grow our revenue.

Data advantage relative to competitors. We believe that the general trend
towards transparency and consistency in private markets reporting will create
new opportunities for us to leverage our databases and analytical capabilities.
We intend to use these advantages afforded to us by our proprietary databases,
analytical tools and deep industry knowledge to drive our performance, provide
our clients with customized solutions across private markets asset classes and
continue to differentiate our products and services from those of our
competitors. Our ability to maintain our data advantage is dependent on a number
of factors, including our continued access to a broad set of private market
information on an on-going basis, as well as our ability to maintain our
investment scale, considering the evolving competitive landscape and potential
industry consolidation.

                       Key Financial & Operating Metrics

Revenue

We generate revenues primarily from management fees and advisory contracts, and
to a lesser extent, other consulting arrangements and services. See Significant
Accounting Policies in Note 2 of our consolidated financial statements for
additional information regarding the way revenues are recognized.

We earn management and advisory fees based on a percentage of investors' capital
commitments in our funds or deployed capital. Management and advisory fees
during the commitment period are charged on capital commitments and after the
commitment period (or a defined anniversary of the fund's initial closing) is
reduced by a percentage of the management and advisory fees for the preceding
years or charged on net invested capital or NAV, in selected cases. Fee
schedules are generally fixed and set for the expected life of the funds, which
typically are between ten to fifteen years. These fees are typically staged to
decrease over the life of the contract due to built-in declines in contractual
rates and/or as a result of lower net invested capital balances as capital is
returned to investors. We also earn revenues through catch-up fees ("catch up
fees") on the funds we manage. Catch-up fees are earned from investors that make
commitments to the fund after the first fund closing occurs during the
fundraising period of funds originally launched in prior periods, and as such
the investors are required to pay a catch-up fee as if they had committed to the
fund at the first closing. While catch-up fees are not a significant component
of our overall revenue stream, they may result in a temporary increase in our
revenues in the period in which they are recognized.

Other revenue consists of subscription and consulting agreements and referral
fees that we offer in certain cases. Subscription and consulting agreements
provide advisory and/or reporting services to our investors such as monitoring
and reporting on an investor's existing private markets investments. The
subscription and consulting agreements typically have renewable one-year lives,
and revenue is recognized ratably over the current term of the subscription or
the agreement. If subscriptions or fees have been paid in advance, these fees
are recorded as deferred revenue on our Consolidated Balance Sheets. Referral
fee revenue is recognized upon closing of opportunities where we have referred
credit opportunities that do not match our investment criteria.

Functionnary costs

Compensation and benefits are our largest expense and consists of salaries,
bonuses, stock-based compensation, employee benefits and employer-related
payroll taxes. Despite our general operating leverage that exists, we expect to
continue to experience an incremental rise in compensation and benefits expense
commensurate with expected growth in headcount and with the need to maintain
competitive compensation levels as we expand into new markets to create new
products and services. In substantially all instances, the Company does not hold
carried interests in the funds that we manage. Carried interest is typically
structured to stay with the investment professionals. As such, while this does
not impact the compensation we pay to our employees, it allows our investment
professionals to receive additional benefit and provides economic incentive for
them to outperform on behalf of our investors. This structure differs from that
of most of our competitors, which we believe better aligns the objectives of our
stockholders, investors and investment professionals. The result is the
substantial majority of our compensation and benefit expense is predictable.
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Professional fees primarily consist of legal, advisory, accounting and tax fees
which may include services related to our strategic development opportunities
such as due diligence performed in connection with potential acquisitions. Our
professional fees will fluctuate commensurate with our strategic objectives and
potential acquisitions, and certain recurring accounting advisory, audit and tax
expenses are expected to increase as our Company has become an SEC registrant
and we must comply with additional regulatory requirements.

General, administrative and other expenses include occupancy, travel and entertainment, technology, insurance and other overhead costs associated with running our business.

Strategic alliance expense is included in operating expenses. This expense is
driven by a Strategic Alliance Agreement (SAA) that Bonaccord had entered into
with an investor at the time Bonaccord was acquired in exchange for a portion of
net management fee earnings and net distributable carried interest at the time
of acquisition.

Other Income (Expense)

Interest expense includes interest paid and accrued on our outstanding debt,
along with the amortization of deferred financing costs, amortization of
original issue discount and the write-off of deferred financing costs due to the
repayment of previously outstanding debt. Interest expense also includes the
effects of the imputed interest on certain non-interest-bearing notes payable.

Tax expense/benefit

Income tax expense/benefit is comprised of current and deferred tax
expense/benefit. Current income tax expense/benefit represents our estimated
taxes to be paid or refunded for the current period. In accordance with ASC 740,
Income Taxes ("ASC 740"), we recognize deferred tax assets and liabilities for
the expected future tax consequences of temporary differences between the
financial reporting and tax basis of assets and liabilities, as well as for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are recorded to reduce
deferred tax assets to the amount we believe is more likely than not to be
realized.

Paying assets under management, or FPAUM

FPAUM reflects the assets from which we earn management and advisory fees. Our
vehicles typically earn management and advisory fees based on committed capital,
and in certain cases, net invested capital, depending on the fee terms.
Management and advisory fees based on committed capital are not affected by
market appreciation or depreciation.
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                             Results of Operations

For the three and nine months ended September 30, 2022 and September 30, 2021.

                                     For the Three Months Ended                          For the Nine Months Ended
                                           September 30,                                       September 30,
                            2022         2021       $ Change      % Change     2022          2021        $ Change      % Change
REVENUES                            (in thousands)                               (in thousands)
Management and advisory
fees                      $ 49,479     $ 37,939     $  11,540       30%      $ 138,957     $ 104,029     $  34,928       34%
Other revenue                  517          206           311       151%         1,058           872           186       21%
Total revenues              49,996       38,145        11,851       31%        140,015       104,901        35,114       33%
OPERATING EXPENSES
Compensation and
benefits                    23,984       14,055         9,929       71%         60,293        38,328        21,965       57%
Professional fees            4,064        2,901         1,163       40%          9,416         9,038           378        4%
General, administrative
and other                    4,031        2,667         1,364       51%         12,393         6,919         5,474       79%
Contingent
consideration expense        1,380          (26 )       1,406     (5,408)%       1,367           134         1,233       920%
Amortization of
intangibles                  6,153        7,484        (1,331 )    (18)%        18,487        22,452        (3,965 )    (18)%
Strategic alliance
expense                        124            -           124       100%           429             -           429       100%
Total operating
expenses                    39,736       27,081        12,655       47%        102,385        76,871        25,514       33%

OPERATING INCOME 10,260 11,064 (804 ) (7)%

    37,630        28,030         9,600       34%

OTHER (EXPENSE)/INCOME

Interest expense
implied on notes
  payable to sellers             -         (223 )         223      (100)%  

– (657 ) 657 (100)% Net debit interest (2,358 ) (5,261 ) 2,903 (55)%

        (5,268 )     (15,761 )      10,493      (67)%
Other income                   183          257           (74 )    (29)%         1,303           802           501       62%

Total other (expenses) (2,175 ) (5,227 ) 3,052 (58)%

     (3,965 )     (15,616 )      11,651      (75)%
Net income before
income taxes                 8,085        5,837         2,248       39%         33,665        12,414        21,251       171%
Income tax expense          (2,468 )     (1,759 )        (709 )     40%         (9,102 )      (3,154 )      (5,948 )     189%
NET INCOME                $  5,617     $  4,078     $   1,539       38%      $  24,563     $   9,260     $  15,303       165%




Revenues

Three months completed September 30, 2022 and September 30, 2021

Our revenue is composed almost entirely of recurring management and advisory
fees, with the vast majority of fees earned on committed capital that is
typically subject to ten to fifteen year lock up agreements, therefore our
average fee rates have remained stable at approximately 1% for the three months
ended September 30, 2022 and September 30, 2021. For the three months ended
September 30, 2022 compared to the three months ended September 30, 2021,
revenues increased $11.9 million or 31% due to higher management fees, primarily
from the impact of organic 2022 growth.

Management fees increased $11.5 million, or 30%, to $49.5 million for the three
months ended September 30, 2022 as compared to the three months ended September
30, 2021 due to organic growth efforts in 2022. This growth is driven by
increases in FPAUM, primarily from additional fund closings and capital raised.
Catch up fees during the third quarter of 2022 were $0.8 million associated with
fund closings at TrueBridge and RCP. Catch up fees were $1.7 million during the
third quarter of 2021 also associated with Truebridge and RCP.

Other revenues, which represent ancillary elements of our business, increased by
$0.3 million or 151% to $0.5 million for the three months ended September 30,
2022 as compared to the three months ended September 30, 2021 driven primarily
by fund interest income, subscription revenues and ad hoc referral fees.

Nine month period ended September 30, 2022 and September 30, 2021

Total revenues increased $35.1 million, or 33%, to $140.0 million for the nine
months ended September 30, 2022 compared to the nine months ended September 30,
2021, due to higher management and advisory fees, largely attributable to
organic growth as well as the acquisitions of Hark and Bonaccord on September
30, 2021.

Management fees increased by $34.9 million, or 34%, to $139.0 million for the
nine months ended September 30, 2022 as compared to the nine months ended
September 30, 2021 due primarily to organic growth of FPAUM, which contributed
$27.3 million to management fee and advisory revenues, in total. Revenue also
increased by $7.6 million due to the acquisitions of Hark and Bonaccord in
September 2021. Catch up fees for the nine months ended September 30, 2022 were
$3.3 million associated with the fund closings at TrueBridge and RCP. Catch up
fees were $2.9 million during the nine months ended September 30, 2021 also
associated with TrueBridge and RCP.
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Other revenues increased by $0.2 million, or 21% to $1.1 million, from the nine
months ended September 30, 2022 compared to the nine months ended September 30,
2021. This increase was primarily attributable to fund interest income.

                                     For the Three Months Ended                               For the Nine Months Ended
                                            September 30,                                           September 30,
                           2022         2021       $ Change       % Change          2022          2021       $ Change      % Change
OPERATING EXPENSES          (in thousands)                                            (in thousands)
Compensation and
benefits                 $ 23,984     $ 14,055     $   9,929              71 %    $  60,293     $ 38,328     $  21,965            57 %
Professional fees           4,064        2,901     $   1,163              40 %        9,416        9,038           378             4 %
General,
administrative, and
other                       4,031        2,667     $   1,364              51 %       12,393        6,919         5,474            79 %
Contingent
consideration expense       1,380          (26 )   $   1,406          (5,408 )%       1,367          134         1,233           920 %
Amortization of
intangibles                 6,153        7,484     $  (1,331 )           (18 )%      18,487       22,452        (3,965 )         (18 )%
Strategic alliance
expense                       124            -     $     124             100 %          429            -           429           100 %
Total operating
expenses                 $ 39,736     $ 27,081     $  12,655              47 %    $ 102,385     $ 76,871     $  25,514            33 %




Operating Expenses

Three months completed September 30, 2022 and September 30, 2021

Total operating expenses increased by $12.7 million, or 47%, to $39.7 million,
for the three months ended September 30, 2022 as compared to the three months
ended September 30, 2021 primarily driven by increases in compensation and
benefits and general and administrative expenses associated with the growth of
P10 since acquiring Hark and Bonaccord in September 2021 and D&O insurance
driven by the IPO transaction at the end of 2021.

Compensation and benefits expense increased by $9.9 million, or 71%, to $24.0
million for the three months ended September 30, 2022 as compared to the three
months ended September 30, 2021. Stock compensation accounts for $7.3 million of
the $9.9 million increase. This was driven by RSUs and stock options granted to
employees during the fourth quarter of 2021 and the first and third quarter of
2022 as well as RSAs granted in late 2021 and the third quarter of 2022. The
Bonaccord and Hark Units discussed in Note 16 account for $4.5 million of the
stock compensation expense. There was a $1.1 million increase associated with
the acquisitions of Hark and Bonaccord on the last day of the third quarter in
2021. The final driver is a $1.5 million increase associated with an increase in
headcount across all subsidiaries.

Professional fees increased by $1.2 millionor 40% to $4.1 million. This is mainly due to the differences in the acquisition structures that were completed in 2021 compared to 2022.

General, administrative and other increased by $1.4 million, or 51% to $4.0
million and was primarily due to the increase of insurance expense as noted
above in D&O insurance driven by the IPO transaction at the end of 2021. This
added an additional $0.7 million of expense compared to the third quarter of
2021. The Company entered into two new leases since September 30, 2021 which
added an additional $0.3 million of expense. The remaining $0.4 million of
additional general and administrative expense is derived from additional
information technology expenses and increased travel since last year.

Amortization of intangibles decreased by $1.3 million, or 18% to $6.2 million,
for the three months ended September 30, 2022 as compared to the three months
ended September 30, 2021. The decrease is driven by an intangible asset that
fully amortized in 2021 at RCP and less amortization at ECG in 2022 than in 2021
driven by unique syndication fee contracts. This is offset by added intangible
assets at Bonaccord and Hark following their acquisitions in September 2021.

Contingent consideration increased by $1.4 million for the three months ended
September 30, 2022 as compared to the three months ended September 30, 2021.
This increase is driven by the quarterly revaluations of Hark and Bonaccord
contingent consideration, which was part of the acquisition in September 2021.

Bonaccord’s SAA has added another $0.1 million expenses in the third quarter of 2022. Refer to Note 5 for further details.

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Nine month period ended September 30, 2022 and September 30, 2021

Total operating expenses increased by $25.5 million, or 33%, to $102.4 million
for the nine months ended September 30, 2022 compared to the nine months ended
September 30, 2021. This increase was primarily due to increases in compensation
and benefits and general and administrative expenses and offset by a decrease in
amortization expense of intangible assets. This is primarily driven by increases
in stock compensation associated with RSU, RSA and stock option grants at the
end of 2021 and beginning of 2022 and the third quarter of 2022 as well as
insurance expense associated with D&O insurance driven by the IPO transaction at
the end of 2021. The acquisitions of Hark and Bonaccord in September 2021 also
contributed to these increases.

Compensation and benefits expense increased by $22.0 million, or 57%, to $60.3
million, for the nine months ended September 30, 2022 compared to the nine
months ended September 30, 2021. The acquisitions of Hark and Bonaccord made up
$5.3 million of this increase. Another $11.3 million consisted of stock
compensation expense related to RSUs and stock options issued to employees
during the fourth quarter of 2021 and the first and third quarters of 2022 as
well as RSAs issued in late 2021 and the third quarter of 2022. Of the $11.3
million of stock compensation expense, $4.5 million relates to the Bonaccord and
Hark Units discussed in Note 16. There was a $1.6 million increase associated
with the build out of P10 back office to meet compliance needs of a public
company. An additional $2.1 million related to increases in headcount across all
subsidiaries. Finally, Five Points made a $1.7 million one-time payment to
buyout the employment contracts for the prior partners during the first quarter
of 2022.

Professional fees increased by $0.4 million, or 4%, to $9.4 million primarily
due to differences in the acquisition structures that were completed in 2021 as
compared to 2022.

General, administrative and other increased by $5.5 million, or 79% to $12.4
million. The acquisitions of Hark and Bonaccord added an additional $2.3 million
of expense for the nine months ended September 30, 2022 as compared to the nine
months ended September 30, 2021. As previously mentioned, D&O insurance added an
additional $1.9 million of expense related to the IPO transaction. Additional
office space in New York added $0.8 million of rent expense. The additional $0.5
million of expense relates to increased costs associated with expanded headcount
and increased travel expenses.

Amortization of intangibles decreased by $4.0 million, or 18%, to $18.5 million,
for the nine months ended September 30, 2022 as compared to the nine months
ended September 30, 2021. The decrease is driven by a fully amortized intangible
asset at RCP and less amortization at ECG in 2022 than in 2021 driven by unique
syndication fee contracts. This is offset by added intangible assets at
Bonaccord and Hark following their acquisitions in September 2021.

Contingent consideration increased by $1.2 million to $1.4 million for the nine
months ended September 30, 2022 as compared to the nine months ended September
30, 2021. This increase is driven by the quarterly revaluations of Hark and
Bonaccord contingent consideration, which was part of the acquisition in
September 2021.

Bonaccord’s SAA has added another $0.4 million expenses in 2022. Refer to note 5 for further details.

Other income (expenses)

Three months completed September 30, 2022 and September 30, 2021

Other expenses decreased $3.1 million, or 58%, to $2.2 million for the three
months ended September 30, 2022 compared to the three months ended September 30,
2021. This decrease was primarily due to a $2.9 million decrease in interest
expense related to the extinguishment and replacement of the credit and guaranty
facility with the revolver and term loan facility. The credit and guaranty
facility incurred interest at a rate of 7%. This was replaced with the revolving
credit facility and term loan which incurs interest at a base rate of 2.1% plus
SOFR. The decline in interest expense for the three months ended September 30
2022, as compared to the three months ended September 30, 2021 is a function
both of lower interest rates as well as $111.9 million less in outstanding
interest-bearing principal as of September 30, 2022. The lower principal balance
was a result of the paydown of debt with IPO proceeds and operating cash flow
during the last year.

Nine month period ended September 30, 2022 and September 30, 2021

Other expenses decreased by $11.7 million, or 75%, to $4.0 million for the nine
months ended September 30, 2022 compared to the nine months ended September 30,
2021. This decrease was primarily due to a $10.5 million decrease in interest
expense related to the debt refinance mentioned in the above paragraph that took
place in December 2021. Other income increased by $0.5 million driven by ECG's
increased income from unconsolidated subsidiaries in the first nine months of
2021.
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Income tax/benefit expenditure

Three months completed September 30, 2022 and September 30, 2021

Income tax expense increased by $0.7 million at $2.5 million for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 mainly due to the increase in expected future net profit during the 2022 period.

Nine month period ended September 30, 2022 and September 30, 2021

Income tax expense increased by $5.9 million to $9.1 million for the nine months
ended September 30, 2022 compared to an expense of $3.2 million for the nine
months ended September 30, 2021. The increase was primarily due to higher
expected future net income during 2022.

FPAUM

The following table provides a period-to-period roll-forward of our fee earning
AUM on a pro forma basis as if Hark and Bonaccord were acquired on January 1,
2021.

                                For the Three       For the Three         For the Nine         For the Nine
                                Months Ended         Months Ended         Months Ended         Months Ended
                                September 30,       September 30,        September 30,         September 30,
                                    2022                 2021                 2022                 2021
                                (in millions)       (in millions)        (in millions)         (in millions)
Balance, Beginning of Period   $        18,453     $         15,082     $         17,263     $          13,351
Add:
Acquisitions                                 -                    -                    -                     -
Capital raised (1)                         696                1,112                2,136                 2,771
Capital deployed (2)                       179                  161                  614                   431
Net Asset Value Change (3)                   -                    1                    8                     8
Less:
Scheduled fee base stepdowns              (353 )                (79 )               (462 )                (241 )
Expiration of fee period                   (19 )                (18 )               (603 )                 (61 )
Balance, End of period         $        18,956     $         16,259     $         18,956     $          16,259



(1)
Represents new commitments from funds that earn fees on a committed capital fee
base.
(2)
In certain vehicles, fees are based on capital deployed, as such increasing
FPAUM.
(3)
Net asset value change consists primarily of the impact of market value
appreciation (depreciation) from funds that earn fees on a net asset value
basis.
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The following table presents a period-to-period evolution of our remunerated assets under management on an actual basis.

                            For the Three         For the Three         For the Nine        For the Nine
                            Months Ended           Months Ended         Months Ended        Months Ended
                            September 30,         September 30,         September 30,       September 30,
                                2022                   2021                 2022                2021
                            (in millions)         (in millions)         (in millions)       (in millions)
Balance, Beginning of
Period                    $          18,453     $           14,172     $        17,263     $        12,706
Add:
Acquisitions                              -                    952                   -                 952
Capital raised (1)                      696                  1,077               2,136               2,443
Capital deployed (2)                    179                    175                 614                 394
Net Asset Value
Change (3)                                -                      1                   8                   8
Less:
Scheduled fee base
stepdowns                              (353 )                  (73 )              (462 )              (183 )
Expiration of fee
period                                  (19 )                  (45 )              (603 )               (61 )
Balance, End of
period                    $          18,956     $           16,259     $        18,956     $        16,259



(1)
Represents new commitments from funds that earn fees on a committed capital fee
base.
(2)
In certain vehicles, fees are based on capital deployed, as such increasing
FPAUM.
(3)
Net asset value change consists primarily of the impact of market value
appreciation (depreciation) from funds that earn fees on a net asset value
basis.

FPAUM from September 30, 2022

FPAUM increased $0.5 billion, or 2.7%, to $19.0 billion on a pro forma basis and
actual basis for the three months ended September 30, 2022. This increase is due
primarily to an increase in capital raised from our private equity and venture
capital solutions. FPAUM increased $1.7 billion, or 9.8%, to $19.0 billion on a
pro forma basis and $1.7 billion or 9.8% to $19.0 billion on an actual basis for
the nine months ended September 30, 2022, due primarily to an increase in
capital raised from our private equity and venture capital solutions. Our FPAUM
growth and concentration across solutions and vehicles has been relatively
consistent over time but can vary in particular periods due to the systematic
fundraising cycles of new funds, which typically lasts 12-24 months. We expect
to continue to expand our fundraising efforts and grow FPAUM with the launch of
new specialized investment vehicles and asset class solutions.

                          Non-GAAP Financial Measures

Below is a description of our unaudited non-GAAP financial measures. These are
not measures of financial performance under GAAP and should not be construed as
a substitute for the most directly comparable GAAP measures, which are
reconciled below. These measures have limitations as analytical tools, and when
assessing our operating performance, you should not consider these measures in
isolation or as a substitute for GAAP measures. Other companies may calculate
these measures differently than we do, limiting their usefulness as a
comparative measure.

We use Adjusted Net Income, or ANI, as well as Adjusted EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) to provide additional measures
of profitability. We use the measures to assess our performance relative to our
intended strategies, expected patterns of profitability, and budgets, and use
the results of that assessment to adjust our future activities to the extent we
deem necessary. ANI reflects our actual cash flows generated by our core
operations. ANI is calculated as Adjusted EBITDA, less actual cash paid for
interest and federal and state income taxes.

In order to calculate Adjusted EBITDA, we adjust our GAAP net income for the following items:

Expenses that generally do not require us to pay cash in the current period (such as depreciation, amortization, and stock-based compensation),

The cost of financing our business,

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Acquisition-related expenses which reflects the actual costs incurred during the
period for the acquisition of new businesses, which primarily consists of fees
for professional services including legal, accounting, and advisory,

Registration-related expenses includes professional services associated with our
prospectus process incurred during the period, and does not reflect expected
regulatory, compliance, and other costs associated with those that were incurred
subsequent to our Initial Public Offering, and

The effects of income tax.

Adjusted Net Income in 2021 reflects the cash payments made for interest, which
differs significantly from total interest expense that includes non-cash
interest on the non-interest-bearing Seller Notes related to our acquisitions of
RCP 2 and RCP 3 that existed. Similarly, the cash income taxes paid during the
2022 and 2021 periods differ significantly from the net income tax expense,
which is primarily comprised of deferred tax expense as described in the results
of operations.

                                           For the Three              For the Nine Months
                                           Months Ended                      Ended
                                           September 30,                 September 30,
                                        2022           2021           2022            2021
                                          (in thousands)                 (in thousands)
Net income                           $    5,617     $    4,078     $    24,563     $    9,260
Add back (subtract):
Depreciation & amortization               6,284          7,553          18,824         22,654
Interest expense, net                     2,358          5,484           5,268         16,418
Income tax expense                        2,468          1,759           9,102          3,154
Non-recurring expenses                    3,779          2,422           6,717          3,833
Non-cash stock based compensation         7,266            461          11,498          1,452

Adjusted EBITDA                          27,772         21,757          75,972         56,771
Less:
Cash interest expense                    (2,332 )       (4,555 )        (4,622 )      (13,712 )
Cash income taxes, net of taxes
related to
  acquisitions                             (310 )       (1,046 )          (738 )       (2,192 )
Adjusted Net Income                  $   25,130     $   16,156     $    70,612     $   40,867

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