08/07/2026 | Press release | Distributed by Public on 08/07/2026 13:48
Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis relates to the activities and operations of Ridgepost. As used in this section, "Ridgepost," the "Company," "we," or "our" refer to Ridgepost 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. The following discussion may contain forward-looking statements that reflect 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, 2025, particularly in "Risk Factors" and the "Forward-Looking Information." Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to fiscal 2026 and 2025 are to our fiscal years ended December 31, 2026 and 2025, 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 funds, 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.
On February 11, 2026, the Company's name changed to Ridgepost Capital, Inc. The Company's stock symbol also changed to "RPC" on NYSE and NYSE Texas, Inc.
As of June 30, 2026, our private market solutions were comprised of the following:
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:
Operating Segments
We operate our business as a single operating segment, which is how our chief operating decision maker evaluates financial performance and makes 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 and European 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 and attract capital. Despite higher interest rates and the global economic outlook remaining uncertain, we continue to benefit from institutional investors turning towards alternative investments to achieve asset class diversification, superior investment returns, and participation in access constrained investment opportunities.
The continued growth of our business may be influenced by several factors, including the following market trends:
Key Financial & Operating Metrics
Revenues
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 gross assets, investors' capital commitments or, in select cases, capital deployed to our investment funds. 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), are reduced by a percentage of the management and advisory fees for the preceding years or charged on net invested capital or NAV, in select cases. Fee schedules are generally fixed and set for the expected life of the funds, which typically are between
ten and 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. Management fees also include incentive fees based on net investment income, which are subject to performance hurdles. Such incentive fees are classified as management fees in the Consolidated Statements of Operations as they reflect the management and advisory services provided for the respective quarter, not subject to repayment, and cash-settled each quarter.
We also earn revenues through 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. Incentive fees consist of carried interest income from a pre-acquisition legacy managed fund. The acquisition of Stellus added arrangement fees. Arrangement fees are transaction-based fees earned in connection with financing activities undertaken by investment funds and portfolio companies managed or advised by the Company. Such fees may arise from debt origination and placement activities, refinancing transactions, amendments and restructurings of existing financing arrangements, incremental debt raises, lender participation structures, and other financing execution services.
The Company recognizes an accrued contingent liability and contingent payments to customers in our Consolidated Balance Sheets for agreements between ECG and third parties. The agreements require ECG to share in certain revenues earned with the third parties and also include an option for the third parties to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. The Company believes it is probable that these third parties will exercise their options to sell back the revenue share and has recognized liabilities on the Consolidated Balance Sheets. The Company has also recognized contingent payments to customers assets associated with the agreements and will amortize the assets against revenue over the estimated length of the management contracts. The amortization is reported in management and advisory fees on the Consolidated Statements of Operations.
Operating Expenses
Compensation and benefits are our largest expense and consist of salaries, bonuses, severance, stock-based compensation, earnout and bonus payments related to the acquisition of WTI, 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. 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.
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. As our Company is an SEC registrant, our professional fees will fluctuate commensurate with our strategic objectives and potential acquisitions, and certain recurring accounting advisory, audit and tax expenses will increase to comply with additional regulatory requirements.
General, administrative and other includes rent, travel and entertainment, technology, insurance and other general costs associated with operating our business.
Strategic alliance expense is included in operating expenses. This expense was driven by the Strategic Alliance Agreement that Bonaccord entered into with an investor at the time Bonaccord was acquired in exchange for a portion of net management fee earnings. On April 1, 2025, the investor converted their portion of Bonaccord's net management fee earnings into an equity interest in Bonaccord.
Other (Expense)/Income
Interest expense, net includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs. Other income includes any income/(loss) from unconsolidated subsidiaries, interest income earned from bank accounts across management companies, the loss recognized for the conversion of the right to receive 15% of net management fee earnings to a 15% equity interest in Bonaccord, remeasurement of the contingent loss related to the Clifford Guarantee, and accrued expenses related to litigation and regulatory activity as necessary, which would be discussed in Note 14 of our consolidated financial statements.
Income Tax Expense
Income tax expense is comprised of current and deferred tax expense. Current income tax expense represents our estimated taxes to be paid or refunded for the current period. In accordance with ASC 740, Income Taxes, 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. The Company expects to fully utilize the net operating losses and become a federal taxpayer in 2026.
Fee-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 or deployed capital are not affected by market appreciation or depreciation.
Results of Operations
For the three and six months ended June 30, 2026 and June 30, 2025.
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||||||||||||||
|
2026 |
2025 |
$ Change |
% Change |
2026 |
2025 |
$ Change |
% Change |
|||||||||||||||||||||
|
REVENUES |
(in thousands) |
(in thousands) |
||||||||||||||||||||||||||
|
Management and advisory fees |
$ |
79,521 |
$ |
71,516 |
$ |
8,005 |
11% |
$ |
153,130 |
$ |
138,251 |
$ |
14,879 |
11% |
||||||||||||||
|
Other revenue |
1,393 |
1,188 |
205 |
17% |
2,808 |
2,120 |
688 |
32% |
||||||||||||||||||||
|
Total revenues |
80,914 |
72,704 |
8,210 |
11% |
155,938 |
140,371 |
15,567 |
11% |
||||||||||||||||||||
|
OPERATING EXPENSES |
||||||||||||||||||||||||||||
|
Compensation and benefits |
38,743 |
32,145 |
6,598 |
21% |
77,229 |
69,225 |
8,004 |
12% |
||||||||||||||||||||
|
Professional fees |
6,078 |
6,743 |
(665 |
) |
(10)% |
11,900 |
13,258 |
(1,358 |
) |
(10)% |
||||||||||||||||||
|
General, administrative and other |
10,331 |
8,824 |
1,507 |
17% |
20,012 |
15,649 |
4,363 |
28% |
||||||||||||||||||||
|
Remeasurement of contingent consideration |
2,223 |
1,109 |
1,114 |
100% |
(1,793 |
) |
1,109 |
(2,902 |
) |
N/A |
||||||||||||||||||
|
Amortization of intangibles |
5,815 |
6,150 |
(335 |
) |
(5)% |
11,224 |
11,468 |
(244 |
) |
(2)% |
||||||||||||||||||
|
Strategic alliance expense |
- |
- |
- |
N/A |
- |
703 |
(703 |
) |
(100)% |
|||||||||||||||||||
|
Total operating expenses |
63,190 |
54,971 |
8,219 |
15% |
118,572 |
111,412 |
7,160 |
6% |
||||||||||||||||||||
|
INCOME FROM OPERATIONS |
17,724 |
17,733 |
(9 |
) |
(0)% |
37,366 |
28,959 |
8,407 |
29% |
|||||||||||||||||||
|
OTHER (EXPENSE)/INCOME |
||||||||||||||||||||||||||||
|
Interest expense, net |
(6,569 |
) |
(6,799 |
) |
230 |
(3)% |
(12,971 |
) |
(13,216 |
) |
245 |
(2)% |
||||||||||||||||
|
Other (losses) gains |
(237 |
) |
(5,354 |
) |
5,117 |
(96)% |
234 |
(5,202 |
) |
5,436 |
N/A |
|||||||||||||||||
|
Total other (expense) |
(6,806 |
) |
(12,153 |
) |
5,347 |
(44)% |
(12,737 |
) |
(18,418 |
) |
5,681 |
(31)% |
||||||||||||||||
|
Income before income taxes |
10,918 |
5,580 |
5,338 |
96% |
24,629 |
10,541 |
14,088 |
134% |
||||||||||||||||||||
|
Income tax expense |
(2,433 |
) |
(1,380 |
) |
(1,053 |
) |
76% |
(6,455 |
) |
(1,645 |
) |
(4,810 |
) |
292% |
||||||||||||||
|
NET INCOME |
$ |
8,485 |
$ |
4,200 |
$ |
4,285 |
102% |
$ |
18,174 |
$ |
8,896 |
$ |
9,278 |
104% |
||||||||||||||
Revenues
Three Months Ended June 30, 2026 and June 30, 2025
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% of average FPAUM for the three months ended June 30, 2026 and June 30, 2025. For the three months ended June 30, 2026 compared to the three months ended June 30, 2025, revenues increased by $8.2 million or 11% due to higher management and advisory fees across the Company.
Management and advisory fees increased by $8.0 million, or 11%, to $79.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to continued fundraising and deployed capital and 19% growth in average FPAUM across the Company. The acquisition of Stellus is included in the second quarter of 2026 but is nominal in impact as Stellus was only included for eight days of the quarter. Catch-up fees for the three months ended June 30, 2026 were $2.2 million. Catch-up fees are associated with the fund closings at Bonaccord, Qualitas, RCP, and TrueBridge.
For the Six Months Ended June 30, 2026 and June 30, 2025
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 six months ended June 30, 2026 and June 30, 2025. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025, revenues increased by $15.6 million or 11% primarily due to higher management and advisory fees across the Company.
Management and advisory fees increased by $14.9 million, or 11%, to $153.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The growth in management and advisory fees is primarily attributable to continued success in fundraising and deploying capital. Catch-up fees for the six months ended June 30, 2026 were $3.0 million associated with the fund closings at Bonaccord, Qualitas, RCP, and TrueBridge.
Other revenues increased by $0.7 million or 32% to $2.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily driven by an increase of $0.5 million of income associated with ancillary services performed for certain funds in other revenue.
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||||||||||||||||||
|
2026 |
2025 |
$ Change |
% Change |
2026 |
2025 |
$ Change |
% Change |
|||||||||||||||||||||||||
|
OPERATING EXPENSES |
(in thousands) |
(in thousands) |
||||||||||||||||||||||||||||||
|
Compensation and benefits |
$ |
38,743 |
$ |
32,145 |
$ |
6,598 |
21 |
% |
$ |
77,229 |
$ |
69,225 |
$ |
8,004 |
12 |
% |
||||||||||||||||
|
Professional fees |
6,078 |
6,743 |
(665 |
) |
(10 |
)% |
11,900 |
13,258 |
(1,358 |
) |
(10 |
)% |
||||||||||||||||||||
|
General, administrative, and other |
10,331 |
8,824 |
1,507 |
17 |
% |
20,012 |
15,649 |
4,363 |
28 |
% |
||||||||||||||||||||||
|
Remeasurement of contingent consideration |
2,223 |
1,109 |
1,114 |
100 |
% |
(1,793 |
) |
1,109 |
(2,902 |
) |
N/A |
|||||||||||||||||||||
|
Amortization of intangibles |
5,815 |
6,150 |
(335 |
) |
(5 |
)% |
11,224 |
11,468 |
(244 |
) |
(2 |
)% |
||||||||||||||||||||
|
Strategic alliance expense |
- |
- |
- |
N/A |
- |
703 |
(703 |
) |
(100 |
)% |
||||||||||||||||||||||
|
Total operating expenses |
$ |
63,190 |
$ |
54,971 |
$ |
8,219 |
15 |
% |
$ |
118,572 |
$ |
111,412 |
$ |
7,160 |
6 |
% |
||||||||||||||||
Operating Expenses
For the Three Months Ended June 30, 2026 and June 30, 2025
Total operating expenses increased by $8.2 million, or 15%, to $63.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily due to an increase in remeasurement of contingent consideration expense, general, administrative, and other expenses, as well as compensation and benefits expense, offset by slight decreases in professional fees and amortization of intangibles.
Compensation and benefits expense increased by $6.6 million, or 21%, to $38.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This was primarily driven by a $6.0 million increase in compensation expense due to the reversal of expense related to the second hurdle of the WTI earnout no longer being probable of achievement for the three months ended June 30, 2025. Additionally, this increase was paired with a $2.5 million increase in general compensation expense in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was offset by a $1.9 million decrease in stock compensation primarily related to the 2025 grant of Additional Bonaccord Units stock compensation expense being recognized with the tranche method, which had a decrease in expense in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Professional fees decreased by $0.7 million, or 10%, to $6.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This was primarily driven by a decrease in legal fees associated with the Company's strategic transactions along with acquisition activity in the three months ended June 30, 2025 compared to the legal fees associated primarily with the Company's acquisition activity in the three months ended June 30, 2026.
Remeasurement of contingent consideration expense increased by $1.1 million to $2.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This was primarily driven by the remeasurement of the Qualitas earnout, related to the Qualitas acquisition in April 2025.
General, administrative, and other increased by $1.5 million, or 17%, to $10.3 million, due primarily to placement agent fees due to successful fundraising across the Company, as well as increases in ongoing enhancements to infrastructure, technology, and security, and additional rent expense as well as associated office maintenance.
Amortization of intangibles decreased by $0.3 million, or 5%, to $5.8 million, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This was due to decreases at ECG, Five Points, RCP, TrueBridge, and WTI. The decrease at ECG is driven by unique syndication contracts and advisory contracts' amortization schedule, which is based on projected revenues at the time of acquisition. The decreases at Five Points, RCP, TrueBridge, and WTI are driven by asset management fee contracts' amortization schedule, which is based on projected revenues at the time of acquisition. These decreases were offset by the additional intangible asset amortization associated with the Qualitas acquisition in April 2025.
For the Six Months Ended June 30, 2026 and June 30, 2025
Total operating expenses increased by $7.2 million, or 6%, to $118.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was due to increases in compensation and benefits as well as general, administrative and other expense, offset by decreases in professional fees, remeasurement of contingent consideration, amortization of intangibles and strategic alliance expense.
Compensation and benefits expense increased by $8.0 million, or 12%, to $77.2 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This was driven by a $2.5 million increase in compensation expense due to the second tranche of the WTI earn-out no longer being probable of achievement in the six months ended June 30, 2025 paired with a $0.4 million increase in stock compensation, primarily driven by an increase in average outstanding unvested management stock awards. Additionally, this increase was paired with a $5.1 million increase in general compensation expense in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 related to an increase in headcount and associated benefits across the Company, as well as merit-based compensation to retain and motivate talent across the Company.
Professional fees decreased by $1.4 million, or 10%, to $11.9 million. The primary driver for the decrease in professional fees for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was a decrease in legal expenses associated with acquisition activity and other strategic transactions during the six months ended June 30, 2026 compared to the legal fees associated with the Company's acquisition activity and other strategic transactions in the three months ended June 30, 2025.
Remeasurement of contingent consideration decreased by $2.9 million to a gain of $1.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This was primarily driven by updated assumptions associated with the Qualitas earnout.
General, administrative and other increased by $4.4 million, or 28%, to $20.0 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This was primarily driven by placement agent fees due to successful fundraising across the Company, as well as ongoing enhancements to infrastructure, technology, and security, and additional rent expense as well as associated office maintenance.
Amortization of intangibles decreased by $0.2 million, or 2%, to $11.2 million, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This was due to decreases at ECG, RCP, and TrueBridge. The decrease at ECG was driven by unique syndication contracts and advisory contracts' amortization schedule, which is based on projected revenues at the time of acquisition. The decreases at RCP and TrueBridge were driven by asset management fee contracts' amortization schedules, which are based on projected revenues at the time of acquisition. These decreases were offset by the additional intangible asset amortization associated with the Qualitas acquisition.
Strategic alliance expense decreased by $0.7 million, or 100%, to $0.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This decrease was due to the conversion of the SAA to an equity interest in Bonaccord, which was effective on April 1, 2025.
Other (Expense)/Income
For the Three Months Ended June 30, 2026 and June 30, 2025
Other expense decreased by $5.3 million, or 44%, to $6.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was driven by a $6.5 million loss recognized for the conversion of the right to receive 15% of net management earnings to a 15% equity interest in Bonaccord in the three months ended June 30, 2025 offset by a $0.9 million decrease in income from unconsolidated subsidiaries and an increase in interest expense of $0.2 million on the debt facility due to a larger outstanding debt balance for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
For the Six Months Ended June 30, 2026 and June 30, 2025
Other expense decreased by $5.7 million, or 31%, to $12.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was driven by a $6.5 million increase in expenses included in other gains (losses) related to a loss recognized for the conversion of the Strategic Alliance Agreement to an equity interest in Bonaccord in the three months ended June 30, 2025 offset by a $0.8 million decrease in income from unconsolidated subsidiaries, a $0.4 million decrease related to the remeasurement of the contra-revenue put option related to incremental fees for the Clifford Guarantee, and a $0.2 million increase in interest expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Income Tax Expense
For the Three Months Ended June 30, 2026 and June 30, 2025
Income tax expense was $2.4 million for the three months ended June 30, 2026, an increase of $1.1 million from $1.3 million for the three months ended June 30, 2025. This increase was primarily due to increased income and a decrease in windfall deduction related to the stock-based compensation in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
For the Six Months Ended June 30, 2026 and June 30, 2025
Income tax expense increased by $4.8 million to $6.5 million for the six months ended June 30, 2026 compared to an expense of $1.6 million for the six months ended June 30, 2025. The increase was primarily due to increased income and a decrease in the stock-based compensation-related tax benefit in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
FPAUM
The following table provides a period-to-period roll-forward of our fee paying assets under management on an actual basis.
|
For the three months |
For the six months |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
(in millions) |
(in millions) |
(in millions) |
(in millions) |
|||||||||||||
|
Balance, Beginning of Period |
$ |
30,969 |
$ |
26,320 |
$ |
29,425 |
$ |
25,677 |
||||||||
|
Add: |
||||||||||||||||
|
Acquisitions |
2,638 |
980 |
2,638 |
980 |
||||||||||||
|
Capital raised (1) |
604 |
1,424 |
2,206 |
2,609 |
||||||||||||
|
Capital deployed (2) |
546 |
504 |
931 |
753 |
||||||||||||
|
Net Asset Value Change (3) |
- |
(1 |
) |
- |
(1 |
) |
||||||||||
|
Impact of exchange rate movements |
(9 |
) |
82 |
(39 |
) |
82 |
||||||||||
|
Less: |
||||||||||||||||
|
Scheduled fee base stepdowns |
(387 |
) |
(88 |
) |
(745 |
) |
(463 |
) |
||||||||
|
Expiration of fee period |
(30 |
) |
(346 |
) |
(85 |
) |
(762 |
) |
||||||||
|
Balance, End of period |
$ |
34,331 |
$ |
28,875 |
$ |
34,331 |
$ |
28,875 |
||||||||
FPAUM as of June 30, 2026
FPAUM increased by $4.9 billion to $34.3 billion for the three months ended June 30, 2026, due to the acquisition of Stellus and an increase in capital raised and capital deployed from our private equity and private credit solutions, which was offset by a decline in fees related to scheduled fee stepdowns and expirations of fees. Our FPAUM growth and concentration across solutions and vehicles have been relatively consistent over time but can vary in particular periods due to the systematic fundraising cycles of new funds, which typically last 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 ("ANI"), Fee-Related Revenue ("FRR"), and Fee-Related Earnings ("FRE") 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. FRR is calculated as Total Revenues less any non-fee related revenue. ANI reflects an estimate of our cash flows generated by our core operations. ANI is calculated as FRE, plus non-fee related income less noncontrolling interests expense, less actual cash paid for interest and federal, state, and foreign income taxes.
In order to compute FRE, we adjust our GAAP net income for certain items, including the following:
The cash income taxes paid during the three months ended June 30, 2026 and June 30, 2025 as well as during the six months ended June 30, 2026 and June 30, 2025 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 Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
(in thousands) |
(in thousands) |
|||||||||||||||
|
Net Income |
$ |
8,485 |
$ |
4,200 |
$ |
18,174 |
$ |
8,896 |
||||||||
|
Adjustments: |
||||||||||||||||
|
Depreciation & amortization |
6,690 |
6,766 |
12,934 |
12,570 |
||||||||||||
|
Interest expense, net |
6,569 |
6,799 |
12,971 |
13,216 |
||||||||||||
|
Income tax expense |
2,433 |
1,380 |
6,455 |
1,645 |
||||||||||||
|
Non-recurring expenses |
5,476 |
11,184 |
3,267 |
14,644 |
||||||||||||
|
Non-cash stock-based compensation |
6,806 |
6,680 |
12,997 |
12,536 |
||||||||||||
|
Non-cash stock-based compensation - acquisitions |
2,362 |
(1,631 |
) |
5,015 |
2,597 |
|||||||||||
|
Non-fee related income |
- |
- |
(102 |
) |
(39 |
) |
||||||||||
|
Fee-Related Earnings |
$ |
38,821 |
$ |
35,378 |
$ |
71,711 |
$ |
66,065 |
||||||||
|
Plus: |
||||||||||||||||
|
Non-fee related income |
- |
- |
102 |
39 |
||||||||||||
|
Less: |
||||||||||||||||
|
Noncontrolling interests expense |
(810 |
) |
(663 |
) |
(1,545 |
) |
(663 |
) |
||||||||
|
Cash interest expense |
(6,065 |
) |
(6,241 |
) |
(12,158 |
) |
(12,937 |
) |
||||||||
|
Cash income taxes, net of taxes related to acquisitions |
(3,496 |
) |
(1,743 |
) |
(4,155 |
) |
(2,314 |
) |
||||||||
|
Adjusted Net Income |
$ |
28,450 |
$ |
26,731 |
$ |
53,955 |
$ |
50,190 |
||||||||
|
Total Revenues |
$ |
80,914 |
$ |
72,704 |
$ |
155,938 |
$ |
140,371 |
||||||||
|
Adjustments: |
||||||||||||||||
|
Non-Fee Related Revenue |
- |
- |
(102 |
) |
(39 |
) |
||||||||||
|
Fee-Related Revenue |
$ |
80,914 |
$ |
72,704 |
$ |
155,836 |
$ |
140,332 |
||||||||
Financial Position, Liquidity and Capital Resources
Selected Statements of Financial Position
|
As of |
As of |
|||||||||||||
|
June 30, |
December 31, |
|||||||||||||
|
2026 |
2025 |
$ Change |
% Change |
|||||||||||
|
(in thousands) |
||||||||||||||
|
Cash and cash equivalents (including restricted cash) |
$ |
37,776 |
$ |
28,886 |
$ |
8,890 |
31% |
|||||||
|
Goodwill and other intangibles |
885,866 |
666,246 |
219,620 |
33% |
||||||||||
|
Total assets |
1,153,140 |
928,302 |
224,838 |
24% |
||||||||||
|
Accrued compensation and benefits |
25,683 |
20,470 |
5,213 |
25% |
||||||||||
|
Debt obligations |
490,771 |
373,204 |
117,567 |
32% |
||||||||||
|
Equity |
517,308 |
403,459 |
113,849 |
28% |
||||||||||
The $8.9 million increase in cash and cash equivalents is discussed below in the "Cash Flows" section. There was an increase in goodwill and intangible assets of $219.6 million due to the Stellus acquisition. Remaining total assets decreased in
the same period by $3.7 million. The decrease was driven by the sale of allocable state tax credits and the use of right-of-use assets and deferred tax assets offset by an increase in accounts receivable and accounts receivable from related parties which was primarily due to ECG's Advisory Agreement with Enhanced PC. Accrued compensation and benefits increased by $5.2 million which was primarily driven by the accrual of merit-based compensation to retain and motivate talent across the Company. Debt obligations increased by $117.6 million, which was driven by revolver activity due to the Stellus acquisition that closed in June 2026.
Liquidity and Capital Resources
We have continued to support our ongoing operations through the receipt of management and advisory fee revenues. However, to fund our continued growth, we have utilized capital obtained through debt and equity raises. Our ability to continue to raise funds will be critical as we pursue additional business development opportunities and new acquisitions.
On August 1, 2024, the Company entered into the Amended and Restated Credit Agreement, which provides for a new senior secured revolving credit facility in the amount of $175.0 million, with a $10.0 million sublimit for the issuance of letters of credit, and a new senior secured loan facility in the amount of $325.0 million. The Amended and Restated Credit Facilities are to be used to refinance and replace the credit facilities under the then existing credit agreement and for general corporate purposes, including acquisitions. On June 11, 2026, the Company, the Agent, and JPMorgan Chase Bank, N.A., as additional lender (the "Additional Lender"), entered into an Increase Agreement, pursuant to which the Additional Lender increased the aggregate revolving commitments by $20 million from $175 million to $195 million under the Amended and Restated Credit Agreement.
The Amended and Restated Credit Facilities are Term SOFR Loans, meaning loans bearing interest based upon the "Adjusted Term SOFR Rate". The Adjusted Term SOFR Rate is the Secured Overnight Financing Rate ("SOFR") at the date of election, plus 2.60%. The Company can elect one or three months for the Revolver Facility and one, three, or six months for the Term Loan. Principal is contractually repaid at a rate of 1.25% on the term loan quarterly effective December 31, 2025. The New Revolving Facility has no contractual principal repayments until maturity, which is August 1, 2028 for both facilities.
As of June 30, 2026, the Term Loan with a balance of $312.8 million is incurring interest at a weighted average Adjusted Term SOFR Rate of 6.27%. As of June 30, 2026, the New Revolving Facility is split into five tranches. The total principal outstanding is $181.0 million and the weighted average SOFR rate amongst the tranches is 6.26%. The tranches are all incurring interest at a set rate for one or three month periods and are subsequently reset at the current SOFR rate. Refer to Note 12 of our consolidated financial statements for further details provided on the debt and associated interest periods.
The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require Ridgepost to maintain a minimum FPAUM of the sum of $16.7 million plus 70% of the aggregate amount of FPAUM acquired or not constituted as organic growth as well as a maximum leverage ratio of less than or equal to 3.50. As of June 30, 2026, Ridgepost was in compliance with its financial and other covenants required under the facility. The Company has incurred $12.2 million in interest expense for the six months ended June 30, 2026.
Cash Flows
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The following table reflects our cash flows for the six months ended June 30, 2026 and 2025:
|
For the Six Months |
|||||||||||||||
|
2026 |
2025 |
$ Change |
% Change |
||||||||||||
|
(in thousands) |
|||||||||||||||
|
Net cash provided by operating activities |
$ |
41,440 |
$ |
8,657 |
$ |
32,783 |
N/A |
||||||||
|
Net cash used in investing activities |
(127,658 |
) |
(42,935 |
) |
(84,723 |
) |
197 |
% |
|||||||
|
Net cash provided by financing activities |
94,525 |
306 |
94,219 |
N/A |
|||||||||||
|
Effect of foreign currency exchange rate changes on cash and cash equivalents |
583 |
71 |
512 |
N/A |
|||||||||||
|
Net change in cash, cash equivalents and restricted cash |
$ |
8,890 |
$ |
(33,901 |
) |
$ |
42,791 |
(126 |
)% |
||||||
Operating Activities
Six Months Ended June 30, 2026 and June 30, 2025
The Company's operating activities generally reflect the Company's earnings in the respective periods after adjusting for significant non-cash activity, including income from unconsolidated subsidiaries, stock-based compensation, depreciation, amortization, and deferred tax expense, all of which are included in net income. Cash from operating activities increased by $32.8 million to $41.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change in our cash provided by operating activities was driven primarily by receipts of management fees and advisory fees as well as sales of allocable state tax credits, offset by purchases of allocable state tax credits and payment of operating expenses, which includes professional fees, compensation and benefits, as well as general, administrative and other expenses.
Investing activities
Six Months Ended June 30, 2026 and June 30, 2025
The cash used in investing activities increased by $84.7 million to $127.7 million, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase in cash used in investing activities was due to the Stellus acquisition in 2026 compared to the Qualitas acquisition in 2025.
Financing Activities
Six Months Ended June 30, 2026 and June 30, 2025
Cash from financing activities increased by $94.0 million to $94.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The change is driven by net borrowing activity on the Company's credit facilities and the change in open market Class A share repurchases during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Future Sources and Uses of Liquidity
We generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents, and our external financing activities which may include refinancing of existing indebtedness or the pay down of debt using proceeds of equity offerings.
The Board approved a program to repurchase shares of our Class A and Class B common stock. As of June 30, 2026, the Board has approved $157.0 million since inception of the program for repurchase under the Share Repurchase Program. These shares may be repurchased from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades, in accordance with Rule 10b5-1 trading plans and/or through other legally permissible means. The timing and amount of any repurchases pursuant to the program will depend on various factors, including the market price of our Class A Common Stock, trading volume, ongoing assessment of our working capital needs, general market conditions, and other factors. As of June 30, 2026, $142.0 million has been spent to buy back shares and there was $15.0 million remaining for authorized repurchases under this program.
Off Balance Sheet Arrangements
We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our consolidated financial statements.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of the Company and its consolidated subsidiaries. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We believe the following critical accounting policies could
potentially produce materially different results if we were to change the underlying assumptions, estimates, or judgments. See Note 2 of our consolidated financial statements for a summary of our significant accounting policies.
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with GAAP. Management believes it has made all necessary adjustments so that the consolidated financial statements are presented fairly and that estimates made in preparing the consolidated financial statements are reasonable and prudent. The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated upon consolidation. Certain entities in which the Company holds an interest are investment companies that follow specialized accounting rules under GAAP and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company's equity method investments in such entities retains the specialized accounting treatment.
Current Expected Credit Losses for Due from Related Parties
The Company evaluates accounts receivable, due from related parties, and notes receivable using the current expected credit loss model. The Company determines a current estimate of all expected credit losses over the life of each financial instrument, which may result in recognition of credit losses on loans and receivables before an actual event of default. The Company establishes reserves for any estimated credit losses with a corresponding charge in the Consolidated Statements of Operations. If accounts are subsequently determined to be uncollectible, they will be expensed in the period in which that determination is made. Due from related parties represents receivables from the Funds for reimbursable expenses, and management fees collected by a related party of RCP 2 that are owed to RCP 2. Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisition of ECG and any supplemental agreements entered into after the acquisition, ("Advisory Agreements") where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets.
The Company estimates that accounts receivable, due from related parties, and notes receivable are fully collectible based on historical events, current conditions, and reasonable and supportable forecasts. The estimate for the Enhanced PC Advisory Agreements requires more judgment than other receivables due to the size of the outstanding receivable and the Company's reliance on reasonable and supportable forecasts on this particular receivable bucket.
Revenue Recognition of Management Fees and Advisory Fees
The Company earns management fees for asset management services provided to the Funds where the Company has discretion over investment decisions. The Company primarily earns fees for advisory services provided to clients where the Company does not have discretion over investment decisions. Management and advisory fees received in advance reflect the amount of fees that have been received prior to the period the fees are earned. These fees are recorded as deferred revenues on the Consolidated Balance Sheets due to the performance obligations not being satisfied at the time of collection.
For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from as they are performed. Asset management fees are based on the contractual terms of each contract, which differ, such as fees calculated based on committed capital or deployed capital, fees initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund's term, fees that step down during specified periods of the fund's term, or in limited instances, fees based on a percentage of gross assets, fees based on assets under management. At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors outside of our control. Fees are recognized for services provided during the period, which are distinct from services provided in other periods. In certain asset management and advisory agreements progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has the right to invoice.
Advisory service fees are determined using fixed-rate fees and are recognized over time as the related services are delivered. Other advisory services include transaction and management fees associated with managing the origination and ongoing compliance of certain investments.
The Company allocates a portion of consideration received under an arrangement to a financing component when it determines that a significant financing component exists. The Company does not adjust the promised amount of
consideration for the effects of a significant financing component if, at each contract inception the Company expects that the period between services being provided and cash collection would be less than one year. To the extent the Company determines that there is a significant financing component in a contract with a customer, it determines the impact of the time value of money in adjusting the transaction price to account for the income associated with the financing component by estimating the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception, based upon the credit characteristics of the customer receiving financing in the contract.
The Company is applying the optional disclosure exemption for variable consideration for unsatisfied performance obligations, as the variable consideration relates to these unsatisfied performance obligations being fulfilled as a series. The performance obligations related to these contracts are expected to be satisfied over the next 1-10 years as services are provided to the customer.
Catch-up fees are earned from investors that make commitments to the previously launched fund after the first fund closing occurs, but during the fundraising period. Contractual terms require the investors to pay a catch-up fee as if they had committed to the fund at the first closing. Catch-up fees are recorded as revenue when such commitments are made as variable consideration in which the constraint is relieved at the time of the commitment.
Stock-Based Compensation Expense
Stock-based compensation relates to grants of shares of Ridgepost awarded to our employees through stock options as well as RSUs awarded to employees and RSAs issued to non-employee directors as compensation for service on the Company's board. Stock compensation expense for awards that cliff-vest after either a service period or both a service period and a performance condition is recorded ratably over the vesting period at the fair market value on the grant date. For awards with graded vesting, where vesting only requires a service condition, the Company elected, in accordance with ASC 718, to treat these awards as single awards for recognition purposes and recognize compensation on a straight-line basis over the requisite service period of the entire award. For awards with graded vesting that require a market condition to vest, the Company treats each expected vesting tranche as an individual award and recognizes expense ratably over the vesting period at the fair market value on the grant date. Certain acquisition-related RSUs vest after meeting certain performance metrics. For these, the Company uses the tranche method and recognizes expense for each tranche of RSUs deemed probable of vesting on a straight-line basis over the expected vesting period. The Company evaluates the probability of vesting at each reporting period. Unvested RSUs are remeasured quarterly against performance metrics as a liability or equity, in accordance with GAAP, on the Consolidated Balance Sheets. Refer to Note 16 to the consolidated financial statements for further discussion. Forfeitures are recognized as they occur.
Accrued Compensation and Benefits
Accrued compensation and benefits consists of employee salaries, bonuses, benefits, severance, and acquisition-related earnouts (contingent on employment) that have not yet been paid. The estimates for the acquisition-related earnouts require more judgment than the other components in accrued compensation and benefits. The acquisition-related earnout for WTI is an earnout payment of up to $70.0 million in cash and common stock that may be earned upon meeting certain performance metrics. Upon the achievement of $20.0 million, $22.5 million, and $25.0 million of EBITDA, $35.0 million, $17.5 million, and $17.5 million are earned, respectively. Of the total amount, $50.0 million can be earned by the sellers and the remaining $20.0 million would be allocated to employees of the Company at the time the earnout is earned. Payment to both sellers and employees is contingent on continued employment and, therefore, these earnout payments are recorded as compensation and benefits expense on the Consolidated Statements of Operations. Payments will be made in cash, with the option to pay up to 50.0% in units of Ridgepost, LLC, no later than 90 days following the last day of the calendar quarter in which a milestone payment is achieved. Total payments will not exceed $70.0 million and any amounts paid will be paid by October 2027. The Company will evaluate whether each earn-out hurdle is probable of occurring and recognize an expense over the period the hurdle is expected to be achieved. As of December 31, 2025, the first EBITDA hurdle was achieved and payment was made for the achievement of the first hurdle in the year ended December 31, 2025. Additionally in connection with the acquisition of WTI, certain employees entered into employment agreements. As part of these employment agreements, certain employees may receive a one-time bonus payment if the employee is employed by the Company as of the fifth anniversary of the effective date and the trailing-twelve month EBITDA of WTI at that time is equal to or greater than $20.0 million. Payment can be made in cash or stock of Ridgepost, provided that no more than $5.0 million will be payable in cash. Total payment will not exceed $10.0 million and any amounts will be paid in October 2027, the fifth anniversary of the effective date.
Revenue Share and Repurchase Agreement
The Company recognizes accrued contingent liabilities and contingent payments to customers asset in our Consolidated Balance Sheets for an agreement between ECG and various third parties. The agreement requires ECG to share in certain revenues earned with the third parties and also includes an option for the third parties to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. The Company believes it is probable that the remaining third parties will exercise their option to sell back the revenue share and has recognized a liability on the Consolidated Balance Sheets. The Company has also recognized a contingent payment to customers associated with the agreement and will amortize the asset against revenue over the estimated term of the management contract. The amortization is reported in management and advisory fees on the Consolidated Statements of Operations. The Company will reassess at each reporting period and recognize all changes.
On December 23, 2024, the Company became a guarantor for a related party on a related put option and call option with the same third-party customers and terms. The Company would be required to settle either the put or call options if either is exercised and the related party does not have the means to settle itself. The Company's accrued contingent liabilities are recognized once it is determined that it is probable the Company would need to settle as guarantor and estimable and a loss would be recorded at the same time. The Company will reassess at each reporting period and recognize all changes. Refer to Note 14 to the consolidated financial statements for further discussion.
Business Acquisitions
In accordance with ASC 805, Business Combinations ("ASC 805"), the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on the estimated fair values using the acquisition method. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. The excess value of the net identifiable assets and liabilities acquired over the purchase price of an acquired business is recorded as a bargain purchase gain. The Company uses all available information to estimate fair values of identifiable intangible assets and property acquired. In making these determinations, the Company may engage an independent third-party valuation specialist to assist with the valuation of certain intangible assets and tax assets and liabilities.
The consideration for certain of our acquisitions may include liability classified contingent consideration, which is determined based on formulas stated in the applicable purchase agreements. The amount to be paid under these arrangements is based on certain financial performance measures subsequent to the acquisitions. The contingent consideration included in the purchase price is measured at fair value on the date of the acquisition. The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations.
For business acquisitions, the Company recognizes the fair value of goodwill and other acquired intangible assets and estimated contingent consideration at the acquisition date as part of the purchase price. These non-recurring fair value measurements are based on unobservable (Level 3) inputs.