MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TWMH

On this part, except the context in any other case requires, references to “TWMH,” “we,” “us,” and “our” are meant to imply the enterprise and operations of TWMH and its consolidated subsidiaries. The next dialogue analyzes the monetary situation and outcomes of operations of TWMH and ought to be learn along side the consolidated audited monetary statements and the associated notes included on this registration assertion.

Quantities and percentages offered all through our dialogue and evaluation of economic situation and outcomes of operations could replicate rounded leads to 1000’s (except in any other case indicated) and consequently, totals could not seem to sum.

Our Enterprise

We’re a premier, full-service multi-family workplace that’s centered on offering monetary advisory and associated household workplace companies to HNWIs, households, endowments, and foundations. Along with a variety of funding capabilities, we provide a full suite of complementary and customised household workplace companies for households looking for complete oversight of their monetary affairs. We additionally function as a restricted goal belief firm, by way of which we conduct enterprise principally in a belief or fiduciary capability. We offer extremely certified funding recommendation and belief companies, and objectively allocate all belongings to Exterior Strategic Managers all over the world. We presently have workplaces throughout america in: New York, New York; San Francisco, California; Seattle, Washington; Palm Seashore, Florida; Dallas, Texas; Bethesda, Maryland; Portland, Oregon; Aspen, Colorado; and Wilmington, Delaware.

Our enterprise is concentrated on offering wealth administration advisory companies to shoppers which are based totally in america. As of September 30, 2022, we administered $27.9 billion in AUA. AUA elevated $0.3 billion, or 1%, in the course of the 9 months ended September 30, 2022. As of September 30, 2022, we managed $18.1 billion in AUM, which is a subset of AUA. Of our AUM, 17.3% is allotted by our shoppers to Affect Investing mandates (“Property Dedicated to Affect Investing”).

TWMH supplies tailor-made, industry-leading experience within the following areas:

Funding administration companies for maximizing wealth over the long run by balancing threat/reward by way of adhering to disciplined threat administration and diversification. To be able to obtain this purpose, we offer:

Wealth planning companies, which begins with efficient planning and requires a radical understanding of household goals, belongings, and possession constructions and is personalized to the shopper’s wants. Along with administering trusts, our expert directors and attorneys, well-versed within the nuances of legal guidelines and rules affecting trusts and taxation, proactively assist shoppers profit from modifications in statues and evolving case legislation.

Belief companies, together with full company trustee and executor companies by way of Tiedemann Belief Firm based mostly in Delaware. Delaware’s modern belief legal guidelines present substantial alternatives to customise planning constructions for people and households.

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Training and governance companies to facilitate thorough schooling for our shoppers. The principle matters coated in our academic classes embody: funding and asset allocation, tax and property planning, monetary planning and money stream administration, household and enterprise governance, charitable giving, philanthropy and legacy, and transition planning.

Affect Investing, which incorporates investments with the intention to generate optimistic, measurable social and environmental influence alongside a monetary return. This course of begins with a Values Survey to establish objectives and priorities of our shoppers and continues with aligning shopper’s funding portfolios inside the themes of environmental sustainability, monetary wellness, schooling, and fairness lens to construct market-rate, diversified, influence portfolios throughout asset courses. As of September 30, 2022, Property Dedicated to Affect Investing was $3.1 billion. From December 31, 2021 to September 30, 2022, we skilled AUM decline of Property Dedicated to Affect Investing of $634 million primarily attributable to decreases within the general market.

Property Dedicated to Affect Investing over the previous few years has been primarily pushed by a transition of wealth holders to Affect Investing mixed with our providing of a complete portfolio activation throughout essentially the most related themes of environmentally sustainable and socio- financial growth.

Prolonged and Household Workplace Companies (“FOS”) supplies tailor-made outsourced household workplace options and administrative companies to households, trusts, foundations, and establishments. Our Prolonged and FOS embody:

We work with shoppers’ present advisors or coordinate authorized, accounting, and tax recommendation working in partnership with fastidiously chosen third social gathering advisors and professionals to supply a collegiate strategy to acquiring the proper recommendation and help for households and their related constructions.

Charge Construction

Funding Administration, Trustee and Household Workplace Charges

For companies offered to every shopper account, TWMH expenses an funding administration charge and/or trustee charge usually based mostly available on the market worth of the account. TWMH additionally supplies Prolonged Companies and FOS to a subset of its bigger shoppers for a further charge which is often a flat charge based mostly upon scope of labor. Charges are charged to shoppers both quarterly in arrears or yearly in arrears (in circumstances of sure belief relationships). For belongings, for which valuations will not be accessible quarterly, the latest valuation offered to TWMH is used because the market worth for the aim of calculating its charges. TWMH doesn’t earn any efficiency or incentive charges.

Market Developments and Enterprise Surroundings

World fairness markets declined in efficiency in the course of the 9 months ended September 30, 2022, as provide chain points, labor shortages, and inflation considerations elevated. The S&P 500 Index had destructive returns of 24.8% for the 9 months ended September 30, 2022. Outdoors of the U.S., the MSCI All Nation World ex USA Index decreased 26.8% for the 9 months ended September 30, 2022.

Regardless of vulnerability within the international markets created by Russia’s invasion of Ukraine, provide chain points, labor shortages, and inflation, our enterprise has remained resilient, affirming that our working and monetary mannequin present secure efficiency all through market cycles.

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Our funding options have a secure base of dedicated capital enabling us to put money into belongings with a long- time period focus over totally different factors in a market cycle and to benefit from market volatility.

The outcomes of our operations, in addition to our future efficiency, are affected by a wide range of elements, together with the next:

Engaging Alternative in Environmental, Social, and Governance (ESG) and Affect Investing. We consider now we have differentiated capabilities in serving our goal shoppers, significantly with respect to ESG and Affect Investing. Mega traits globally (i.e., the COVID-19 pandemic and local weather change) and nationally (i.e., racial injustice) have precipitated traders to rethink how you can incorporate influence issues into their funding objects. Substantial generational wealth transfers have additionally been a big contributing issue, for which many new shoppers and prospects, together with millennials, suppose in a different way about their wealth and prioritize influence as its main goal. These mega traits are evidenced by the rise in AUM of U.S. ESG funds and various funding AUM. Addressing these priorities can be important for our future progress alternatives. Our skill to supply each belief firm and Affect Investing capabilities in-house can be differentiated and contributes to shopper retention in addition to progress.

Our Funding Philosophy and Technique. We consider our outcomes of operations, together with the worth and future progress of our AUM, are affected by a wide range of elements, together with circumstances within the home and international monetary markets and the financial and political environments in america and abroad. We consider that our disciplined funding philosophy throughout our distinct however complementary funding methods contributes to the steadiness of our efficiency all through market cycles. We consider now we have a deep and broad functionality to service shoppers from offering Outsourced Chief Funding Officer (“OCIO”) companies to offering prolonged and household workplace companies and together with a broad and deep suite of companies between these two ends of the spectrum. Moreover, our rising worldwide presence permits us to service transnational shoppers.

Our Tradition and Our Folks. We acknowledge that our chief asset is our folks. In a human capital enterprise, we consider tradition issues and is a defensible asset. Our agency prioritizes a tradition of compliance that’s rooted in a correct tone on the prime of our group. We now have additionally fostered a tradition of service to our shoppers, recognizing that we succeed when our shoppers succeed. Our agency values all features of the agency, and whereas we search excessive efficiency in our funding methods, we pursue excellence all through our firm. As well as, now we have a tradition of variety, fairness, and inclusion. We’re a process-driven agency that doesn’t function on a star system, not counting on anyone particular person and, subsequently, is ready to take care of problems with contingency and succession. Moreover, now we have made vital investments in coaching, expertise, and know-how to make sure that we’re serving our shoppers with the best ranges of professionalism. As of September 30, 2022, 52% of our staff had been ladies or ethnically numerous; and of our senior professionals, 36% had been ladies or ethnically numerous staff. We consider there’s a vital alignment of pursuits between our shoppers, our stakeholders and our agency. As of September 30, 2022, our present and former staff, board members, and their households had roughly $406 million of their very own capital invested alongside our shoppers, a truth which we consider aligns our curiosity with these of our shoppers.

Our Market Alternative. The impartial (non-bank) wealth administration {industry} has seen and continues to witness robust progress pushed by wealth creation and generational transfers of wealth, and the fairness markets in america and globally have been a tailwind. We consider wealth creation and liquidity era are key elements within the innovation economic system. Our measurement and scale permit us to supply a broad suite of subtle wealth administration companies on a nationwide and rising international foundation. The rise of curiosity in Affect Investing is a tailwind to our robust and rising capabilities on this area.

COVID-19 and Our Response

For the reason that starting of 2020, governments all over the world have been compelled to enact emergency measures in response to the World Well being Group’s declaration of the COVID-19 pandemic. Companies across the

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world have suffered materials disruptions leading to financial slowdowns and uncertainty which led to volatility within the monetary markets. Following a historic decline in March 2020, the worldwide capital markets rallied in the course of the second quarter of 2020 as investor sentiment was inspired by international central financial institution help and the gradual re- opening of economies, amongst different issues.

As of September 30, 2022, the vast majority of first world international locations have rolled out vaccination applications which are aggressively focusing on the general inhabitants. Spikes of coronavirus circumstances proceed to happen in sure jurisdictions. These spikes have resulted in sure jurisdictions persevering with or re-imposing sure restrictions, though in lots of circumstances to not the extent of these initially imposed.

Whereas uncertainty nonetheless stays as to the period and extent of the financial influence from the COVID-19 pandemic, TWMH is nicely positioned with its robust steadiness sheet. As of the date of this report, we proceed to function with a concentrate on driving progress in AUA/AUM. We stay assured of our prospects for the rest of 2022 and past. TWMH skilled minimal operational points on account of COVID-19 in 2020 and 2021 and was in a position to proceed to function with full performance by way of distant working.

To be able to handle any potential results, the administration of TWMH continued to watch and talk about issues together with prices and liquidity on a weekly foundation, efficiently navigating an unprecedented interval and remaining worthwhile for 2020 and 2021, in addition to for the 9 months ended September 30, 2022. Whereas the worldwide economic system is experiencing headwinds, administration stays centered on navigating efficiently by way of any additional disruption to regular exercise.

Managing Enterprise Efficiency and Key Monetary Measures

Non-GAAP Monetary Measures

On this proxy assertion/prospectus, we use Adjusted Internet Revenue and Adjusted EBITDA as non-GAAP monetary measures. Adjusted EBITDA is derived from and reconciled to, however not equal to, its most instantly comparable GAAP measure of internet earnings (loss). Adjusted Internet Revenue represents internet earnings (loss) plus (a) equity-settled share-based funds, (b) transaction-related prices, together with skilled charges, (c) impairment of fairness technique investments, (d) change in honest worth of investments, (e) one-time bonuses recorded within the earnings assertion, (f) compensation expense associated to the Holbein earn-in described in Observe 3 “Variable Curiosity Entities and Enterprise Combos,” and (g) different acquisition-related prices. Adjusted EBITDA represents Adjusted Internet Revenue plus (a) curiosity expense, internet, (b) earnings tax expense (advantages), and (c) depreciation and amortization expense

We use Adjusted Internet Revenue and Adjusted EBITDA as a non-US GAAP measure to trace our efficiency and assess our skill to service our borrowings. This can be a non-US GAAP monetary measure complement and ought to be thought of along with and never in lieu of, the outcomes of operations, that are mentioned additional beneath “-Elements of Consolidated Outcomes of Revenue” and “Presentation of Sure Monetary Info” and are ready in accordance with US GAAP. For the precise elements and calculations of this non-GAAP measure, in addition to a reconciliation of those measures to essentially the most comparable measure in accordance with GAAP, see “-Reconciliation of Consolidated GAAP Monetary Measures to Sure Non-GAAP Measures.”

Working Metrics

We monitor sure working metrics which are frequent to the choice asset administration {industry}, that are mentioned under.

Property Underneath Advisement

AUA refers to all belongings we handle, oversee, and report on. We view AUA as a core metric to measure our funding and fundraising efficiency because it consists of non-financial belongings (e.g., actual property) that aren’t included in AUM, funding consulting belongings (not included in AUM however income producing) and different belongings that we don’t cost charges upon and would not have accountability for funding execution accountability.

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The tables under current roll forwards of our complete AUA for the 9 months ended September 30, 2022 and 2021, respectively:

The tables under current roll forwards of our complete AUA for the years ended December 31, 2021, 2020, and 2019, respectively:

Property Underneath Administration

AUM refers back to the belongings we handle (belongings which we offer funding recommendation on and have execution accountability for). Though now we have funding accountability for AUM, we don’t invoice on all of our AUM (e.g., now we have agreements with sure shoppers beneath which we don’t invoice on sure securities or money or money equivalents held inside their portfolio).

The tables under current roll forwards of our complete AUM for the 9 months ended September 30, 2022 and 2021, respectively:

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As of September 30, 2022, our AUM was roughly $18.1 billion and we had non-discretionary administered belongings of $9.8 billion. Due to this fact, our AUA was $27.9 billion.

The tables under current roll forwards of our complete AUM for the years ended December 31, 2021, 2020, and 2019, respectively:

As of December 31, 2021, our AUM was roughly $21.4 billion and we had non-discretionary administered belongings of $6.2 billion. Due to this fact, our AUA was $27.6 billion.

Elements of Consolidated Outcomes of Revenue

Revenues

Trustee, Funding Administration, and Custody Charges. Funding administration, trustee, and prolonged service and household workplace charges are acknowledged over the respective service interval based mostly on time elapsed. Funding administration charges are based mostly on a contractual share of the market worth of billable belongings within the shopper’s account. Trustee, prolonged service and household workplace charges are acknowledged based mostly on a contractual flat charge, contractual share of the market worth of billable belongings within the shopper’s account, or mixture of such charges. As a result of charges are a hard and fast fee tied to AUA, modifications in income are instantly associated to modifications in AUA. As such, the Firm’s technique for rising revenues is to accumulate extra prospects by leveraging present relationships and contacts, specializing in worker coaching and growth, aligning compensation with new shopper acquisition, and buying different wealth administration companies as applicable.

Shopper portfolios are constructed with long-term funding horizon and are usually reviewed quarterly, and generally month-to-month. The long-term efficiency versus the acknowledged targets is often reviewed towards the trailing durations, (e.g., 3-5 years) and the goal threat profile can be reviewed periodically to make sure continued appropriateness. If a shopper is dissatisfied with the efficiency of their portfolio or another facet of the service

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being offered by the corporate, they reserve the proper to terminate the connection with TWMH at any level. Typically, shoppers view a hard and fast foundation level charge construction as an aligned construction, with revenues rising or being lowered directionally together with the asset base of the shopper portfolio.

Bills

Compensation and Worker Advantages. Compensation typically consists of salaries, bonuses, commissions, long-term deferral applications, advantages, and payroll taxes. Compensation is accrued over the associated service interval and long-term deferral program awards are paid out based mostly on the assorted vesting dates.

Common, Administrative, and Different Bills. Common, administrative, and different bills embody prices primarily associated to skilled companies, occupancy, journey, communication and data companies, depreciation and amortization, distribution prices, and different normal working objects.

Different Expense (Revenue), internet. Different non-operating expense (earnings), internet consists of funding and rate of interest swap positive aspects and losses and contributions, donations, and dues.

Curiosity Expense, internet. Curiosity expense, internet consists of the curiosity expense on our excellent debt, internet of curiosity earnings.

Revenue Tax Expense. Revenue tax expense (profit) consists of taxes paid or payable by our consolidated working subsidiaries. Sure subsidiary entities (the “Taxable Partnerships”) are handled as partnerships for federal earnings tax functions and, accordingly, will not be topic to federal and state earnings taxes, as such taxes are the accountability of sure direct and oblique house owners of the Taxable Partnerships; nonetheless, the taxable partnerships are topic to unincorporated enterprise tax (“UBT”) and different state taxes. A portion of our operations is performed by way of home and international firms which are topic to company degree taxes and for which we report present and deferred earnings taxes on the prevailing charges within the varied jurisdictions wherein these entities function.

Outcomes of Operations

Consolidated Outcomes of Revenue-the 9 Months Ended September 30, 2022 In comparison with the 9 Months Ended September 30, 2021

NM – Not Significant

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Revenues

The 9 Months Ended September 30, 2022 In comparison with the 9 Months Ended September 30, 2021

Revenues elevated by $1.9 million, or 3%, for the 9 months ended September 30, 2022 in comparison with the 9 months ended September 30, 2021 because of the acquisitions of Holbein and TIH, a rise in AUA from present shoppers, and thru investments from new shoppers. Whereas sustaining present relationships, TWMH established relationships with new shoppers within the 9 months ended September 30, 2021 which represented a further $2.0 million in income in the course of the 9 months ended September 30, 2022.

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Bills

The 9 Months Ended September 30, 2022 In comparison with the 9 Months Ended September 30, 2021

Compensation and Worker Advantages. Compensation and advantages elevated by $1.8 million, or 5%, for the 9 months ended September 30, 2022 in comparison with the 9 months ended September 30, 2021. This improve was primarily pushed by a $3.0 million improve in payroll bills attributable to elevated headcount primarily from personnel employed in 2021 and the consolidation of TIH and Holbein payroll bills, offset by a $1.1 million lower in restricted models compensation expense. This lower in restricted unit compensation expense is primarily attributable to $2.5 million of further restricted inventory models issued in April 2021 that vested instantly.

Common, Administrative, and Different Bills. Common, administrative, and different bills elevated by $3.8 million, or 27%, for the 9 months ended September 30, 2022 in comparison with the 9 months ended September 30, 2021. The rise was pushed by a wide range of elements together with a $0.9 million improve in journey and leisure prices, $1.0 million improve in know-how prices, $0.8 million improve in occupancy prices, and $1.1 million improve in skilled charges from the 9 months ended September 30, 2021 to the 9 months ended September 30, 2022. Of the $5.5 million in skilled charges for the nine-month interval ended September 30, 2022, $3.4 million had been for transaction bills associated to the Enterprise Mixture.

Different (Revenue) Expense, internet. Different non-operating (earnings) expense, internet, modified from $0.4 million different internet expense for the 9 months ended September 30, 2021 to $0.3 million different internet earnings for the 9 months ended September 30, 2022. The lower in different non-operating bills was primarily pushed by a $0.3 million improve in earnings from fairness technique investments from a lack of $0.3 million for the 9 months ended September 30, 2021 to zero earnings for the 9 months ended September 30, 2022. Different (Revenue) Expense, internet was impacted by a lesser extent to modifications within the honest worth of TWMH’s rate of interest swap from $0.1 million earnings for the 9 months ended September 30, 2021 to $0.3 million for the 9 months ended September 30, 2022, as detailed in “Observe 8. Truthful worth measurements” and “Observe 15. Accounting for By-product Devices and Hedging Actions” to our Consolidated Monetary Statements.

Curiosity Expense, internet. Internet curiosity expense was primarily flat for the 9 months ended September 30, 2022 in comparison with the 9 months ended September 30, 2021.

Revenue Tax Expense. Revenue tax expense decreased by $0.1 million, or 24%, for the 9 months ended September 30, 2022 in comparison with the 9 months ended September 30, 2021. The lower was primarily pushed by a $0.1 million lower in unincorporated enterprise tax for the 9 months ended September 30, 2022 in comparison with the 9 months ended September 30, 2021.

Internet Loss Attributable to Noncontrolling Curiosity. Internet loss attributable to noncontrolling pursuits within the present nine-month interval primarily represents the allocation to frequent shareholders of IWP for his or her 25% professional rata share of IWP’s internet loss. The noncontrolling curiosity represents an roughly 75% curiosity in IWP.

Outcomes of Operations

Consolidated Outcomes of Revenue-the Yr Ended December 31, 2021 In comparison with the Yr Ended December 31, 2020

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Revenues

The Yr Ended December 31, 2021 In comparison with the Yr Ended December 31, 2020

Revenues elevated by $11.3 million, or 18%, for the 12 months ended December 31, 2021 in comparison with the 12 months ended December 31, 2020 attributable to a rise in AUM, AUA from present shoppers, and thru investments from new shoppers. Whereas sustaining present relationships, TWMH established relationships with new shoppers in 2021, which represented a further $3.0 million in income in the course of the 12 months ended December 31, 2021.

Bills

The Yr Ended December 31, 2021 In comparison with the Yr Ended December 31, 2020

Compensation and Worker Advantages. Compensation and advantages elevated by $5.2 million, or 12%, for the 12 months ended December 31, 2021 in comparison with the 12 months ended December 31, 2020. This improve was primarily pushed by $5.5 million associated to restricted inventory unit expense, in comparison with $1.1 million for a similar interval final 12 months. This variance is primarily attributable to $2.5 million of further restricted inventory models issued in April 2021 that vested instantly (in anticipation of the Transaction), whereas models issued in prior years vested over 3 to 5-year durations.

Common, Administrative, and Different Bills. Common, administrative, and different bills elevated by $7.1 million, or 52%, for the 12 months ended December 31, 2021 in comparison with the 12 months ended December 31, 2020. The rise was primarily pushed by a rise in skilled charges from $2.0 million for the 12 months ended December 31, 2020 to $6.9 million for the 12 months ended December 31, 2021, of which $4.6 million had been for transaction bills associated to the Enterprise Mixture.

Different Expense (Revenue), internet. Different non-operating expense (earnings), internet, elevated by $2.2 million, or 241%, for the 12 months ended December 31, 2021 in comparison with the 12 months ended December 31, 2020. The rise in different bills was primarily pushed by the $2.4 million other-than-temporary impairment of the Firm’s fairness technique investments as detailed in “Observe 6. Fairness Methodology Investments” to our Consolidated Monetary Statements. This alteration was partially offset by funding positive aspects and modifications within the honest worth of TWMH’s rate of interest swap, as detailed in “Observe 5. Investments at honest worth” and “Observe 15. Accounting for By-product Devices and Hedging Actions” to our Consolidated Monetary Statements.

Curiosity Expense, internet. Internet curiosity expense was primarily flat for the 12 months ended December 31, 2021 in comparison with the 12 months ended December 31, 2020.

Revenue Tax Expense. Revenue tax expense was primarily flat for the 12 months ended December 31, 2021 in comparison with the 12 months ended December 31, 2020.

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Internet Loss Attributable to Noncontrolling Curiosity. Internet loss attributable to noncontrolling pursuits within the present 12 months primarily represents the allocation to frequent shareholders of IWP for his or her 25% professional rata share of IWP’s internet loss. The noncontrolling curiosity represents an roughly 75% curiosity in IWP.

Outcomes of Operations

Consolidated Outcomes of Revenue-the Yr Ended December 31, 2020 In comparison with the Yr Ended December 31, 2019

NM-Not Significant

Revenues

The Yr Ended December 31, 2020 In comparison with the Yr Ended December 31, 2019

Revenues elevated by $4.6 million or 8% from the 12 months ended December 31, 2019 to the 12 months ended December 31, 2020 attributable to larger AUM, AUA from present shoppers, and thru investments from new shoppers. Whereas sustaining present relationships, TWMH established relationships with new shoppers, which in the course of the 9 months ended September 30, 2021, represented a further $2.0 million in income.

Bills

The Yr Ended December 31, 2020 In comparison with the Yr Ended December 31, 2019

Compensation and Worker Advantages. Compensation and advantages elevated by $3.6 million, or 9%, for the 12 months ended December 31, 2020 in comparison with the 12 months ended December 31, 2019. The will increase had been primarily pushed by one-time bonuses paid to cowl tax obligations associated to fairness payouts of $2.2 million, $1.0 million associated to restricted inventory unit expense, and $0.5 million progress in compensation expense attributable to elevated headcount.

Common, Administrative, and Different Bills. Common, administrative, and different bills decreased by $0.2 million, or 1%, for the 12 months ended December 31, 2020 in comparison with the 12 months ended December 31, 2019. The lower was primarily pushed by the COVID-19 influence and resulted in a lower in sure working bills, equivalent to journey, meals, and leisure of $0.8 million and advertising of $0.2 million. In 2019, the Firm acknowledged a $0.5 million achieve from remeasurement of the contingent consideration payable legal responsibility to Threshold Group, LLC (“TG”). Nonetheless, no remeasurement positive aspects had been recorded in 2020, which thus partially offset the decreases in bills within the 12 months ended December 31, 2020. Reductions in bills had been additional offset by larger occupancy prices of $0.2 million in 2020 attributable to bigger areas used within the Seattle and Wilmington workplaces.

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Different Expense (Revenue), internet. Different non-operating expense (earnings), internet, elevated by $1.1 million for the 12 months ended December 31, 2020 in comparison with the 12 months ended December 31, 2019. The online improve in expense was primarily pushed by funding losses and losses on TWMH’s rate of interest swap, as detailed in “Observe 5. Investments” to our audited Consolidated Monetary Statements.

Curiosity Expense, internet. Curiosity expense elevated by $0.2 million, or 123%, for the 12 months ended December 31, 2020 in comparison with the 12 months ended December 31, 2019. The rise was primarily pushed by a rise in excellent debt attributed to our $12.8 million Time period Mortgage B entered into in March 2020.

Revenue Tax Expense. Revenue tax expense elevated by $0.1 million, or 21%, for the 12 months ended December 31, 2020 in comparison with the 12 months ended December 31, 2019.

Reconciliation of Consolidated GAAP Monetary Measures to Sure Non-GAAP Measures

We use Adjusted Internet Revenue and Adjusted EBITDA as non-US GAAP measures to evaluate and monitor our efficiency. Adjusted Internet Revenue and Adjusted EBITDA as offered on this proxy assertion/prospectus are supplemental measures of our efficiency that aren’t required by, or offered in accordance with, US GAAP. For extra data, see “Presentation of Sure Monetary Info.” The next desk presents the reconciliation of internet earnings as reported in our Consolidated Statements of Revenue to Adjusted Internet Revenue and Adjusted EBITDA:

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Liquidity and Capital Sources

Administration assesses liquidity when it comes to our skill to generate money to fund working, investing, and financing actions. Within the wake of the COVID-19 pandemic, administration believes that we’re well-positioned and our liquidity will proceed to be ample for its foreseeable working capital wants, contractual obligations, distribution funds and strategic initiatives. For additional dialogue concerning the potential dangers and influence of the COVID-19 pandemic on TWMH, see “Danger Elements” on this proxy assertion/prospectus.

Sources and Makes use of of Liquidity

Our main sources of liquidity are (1) money readily available, (2) money from operations, together with administration charges, that are typically collected quarterly, and (3) internet borrowing from our credit score amenities. As of September 30, 2022, our money and money equivalents had been $4.5 million, and we had $21.8 million of debt excellent and availability beneath our credit score amenities of $1.5 million. Our skill to attract from the credit score amenities is topic to minimal administration charge and different covenants. We consider that these sources of liquidity can be ample to fund our working capital necessities and to satisfy our commitments within the unusual course of enterprise and beneath the present market circumstances for the foreseeable future. Market circumstances ensuing from provide chain difficulties associated to the COVID-19 pandemic in addition to inflation could influence our liquidity. Money flows from administration charges could also be impacted by a slowdown or declines in deployment, declines, or write downs in valuations, or a slowdown or negatively impacted fundraising. Declines or delays and transaction exercise could influence our product distributions and internet realized efficiency earnings which might adversely influence our money flows and liquidity. Market circumstances could make it troublesome to increase the maturity of or refinance our present indebtedness or get hold of new indebtedness with related phrases.

We count on that our main liquidity wants will proceed to be to (1) present capital to facilitate the expansion of our present wealth-management companies, (2) present capital to facilitate our enlargement into companies which are complementary to our present wealth-management companies in addition to different strategic progress initiatives, (3) pay working bills, together with money compensation to our staff, (4) fund capital expenditures, (5) service our debt, (6) pay earnings taxes, and (7) make distribution funds to our members’ fairness holders in accordance with our distribution coverage.

Within the regular course of enterprise, we count on to pay distributions which are aligned with the anticipated modifications in our charge associated earnings. If money stream from operations had been inadequate to fund distributions over a sustained time period, we count on that we might droop or scale back paying such distributions. As well as, there is no such thing as a assurance that distributions would proceed on the present ranges or in any respect.

Our skill to acquire debt financing supplies us with further sources of liquidity. For additional dialogue of financing transactions occurring within the present interval and our debt obligations, see “-Money Flows” inside this part and “Observe 14. Time period Notes, Line of Credit score & Promissory Notes” to our audited Consolidated Monetary Statements included on this proxy assertion/prospectus.

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Money Flows

The 9 Months ended September 30, 2022 In comparison with the 9 Months ended September 30, 2021

The next tables and dialogue summarize our Consolidated Statements of Money Flows by exercise attributable to TWMH. Destructive quantities signify a internet outflow or use of money.

NM-Not Significant

Working Actions

Money utilized in TWMH’s working actions decreased by $9.4 million from money offered of $12.6 million for the 9 months ended September 30, 2021 to money offered of $3.3 million for the 9 months ended September 30, 2022. The lower in internet money flows offered by working actions was primarily attributable to modifications in working belongings and liabilities, which modified by $4.2 million from a $2.1 million supply of money in the course of the 9 months ended September 30, 2021 to a $2.1 million use of money in the course of the 9 months ended September 30, 2022. The lower in internet money flows offered by working actions was additionally attributable to sure non-cash expenses to internet earnings equivalent to a $2.1 million lower in share-based compensation expense from $3.9 million in the course of the 9 months ended September 30, 2021 to $1.8 million for the 9 months ended September 30, 2022.

Our rising working capital wants replicate the expansion of our enterprise. We consider that our skill to generate money from operations, in addition to the mixture $23.3 million capability beneath all our credit score amenities, together with our $15.5 million Line of Credit score, of which $1.5 million stays undrawn at September 30, 2022, supplies us with the required liquidity to handle short-term fluctuations in working capital and to satisfy our short-term commitments.

Investing Actions

Internet money utilized in TWMH’s investing actions decreased by $5.1 million from $2.1 million money used for the 9 months ended September 30, 2021 to $7.3 million money used for the 9 months ended September 30, 2022. This improve of internet money utilized in investing actions was primarily because of the $8.1 million money cost for the acquisition of Holbein in 2022. This improve in internet money used was offset by a lower of $1.2 million of money used for the acquisition of fairness technique investments and a $0.9 million improve in money offered by gross sales of investments.

Financing Actions

Internet money offered by TWMH’s financing actions elevated by $10.3 million from $9.8 million used for the 9 months ended September 30, 2021 to $0.5 million offered by the 9 months ended September 30, 2022. The rise in internet money offered was primarily pushed by a $8.8 million lower in funds on debt and a $3.0 million improve of money inflows from borrowings on debt offset by a rise in member distributions of $1.6 million.

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Money Flows

The Yr ended December 31, 2021 In comparison with the Yr ended December 31, 2020

The next tables and dialogue summarize our Consolidated Statements of Money Flows by exercise attributable to TWMH. Destructive quantities signify a internet outflow or use of money.

NM-Not Significant

Working Actions

Money offered by TWMH’s working actions elevated by $11.0 million, or 139%, from $7.9 million for the 12 months ended December 31, 2020 to $18.9 million for the 12 months ended December 31, 2021. The rise in internet money flows offered by working actions was primarily attributable to modifications in working belongings and liabilities, which modified from a $2.8 million use of money in the course of the 12 months ended December 31, 2020 to a $4.6 million supply of money in the course of the 12 months ended December 31, 2021, in addition to the consequences of sure non-cash expenses to internet earnings.

Our rising working capital wants replicate the expansion of our enterprise. We consider that our skill to generate money from operations, in addition to the mixture $24.2 million general capability beneath all our credit score amenities, together with our $14.5 million Line of Credit score, of which $12.5 million stays undrawn, supplies us with the required liquidity to handle short-term fluctuations in working capital and to satisfy our short-term commitments.

Investing Actions

Internet money utilized in TWMH’s investing actions for the 12 months ended December 31, 2021 decreased by $5.1 million, or 67% from $7.6 million for the 12 months ended December 31, 2020 to $2.5 million for the 12 months ended December 31, 2021. This lower of internet money utilized in investing actions was primarily as the results of the cost of contingent consideration of $6.4 million in 2020 pursuant to the 2017 acquisition of TG.

Financing Actions

Internet money utilized in TWMH’s financing actions elevated by $11.2 million from $0.7 million for the 12 months ended December 31, 2020 to $11.9 million for the 12 months ended December 31, 2021. The rise in internet money used was primarily pushed by the $7.3 million year-over-year lower of money inflows from borrowings on time period notes and contours of credit score, and by a $5.3 million improve in member distributions year-over-year. These will increase had been offset partially by a $1.1 million lower in money used for compensation of the notes.

Money Flows

The Yr ended December 31, 2020 In comparison with the Yr ended December 31, 2019

The next tables and dialogue summarize our Consolidated Statements of Money Flows by exercise attributable to TWMH. Destructive quantities signify a internet outflow or use of money.

NM-Not Significant

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Working Actions

Money offered by TWMH’s working actions elevated by $2.6 million, or 50%, from $5.3 million for the 12 months ended December 31, 2019 to $7.9 million for the 12 months ended December 31, 2020. The rise is primarily because of the lower in accounts payable and accrued bills and reduces in accrued compensation and revenue sharing brought on by bonuses in the course of the 12 months ended December 31, 2020 being paid on December 31, 2020 whereas bonuses had been paid subsequent to year-end in 2019. Will increase in internet money offered by working actions was partially lowered by the lower in internet earnings of TWMH and its subsidiaries of $0.4 million for the 12 months ended December 31, 2020.

Our rising working capital wants replicate the expansion of our enterprise. We consider that our skill to generate money from operations, in addition to the capability beneath our credit score amenities, supplies us with the required liquidity to handle short-term fluctuations in working capital and to satisfy our short-term commitments.

Investing Actions

Internet money utilized in TWMH’s investing actions for the 12 months ended December 31, 2020 elevated by $6.3 million, or 493%, from $1.3 million for the 12 months ended December 31, 2019 to $7.6 million for the 12 months ended December 31, 2020, primarily because of the March 2020 contingent money cost of $6.4 million to TG in reference to TWMH’s 2017 acquisition of TG. The rise in money flows utilized in investing actions was partially offset by money inflows from elevated gross sales of investments by $1.6 million, and a lower in money used for purchases of fairness technique investments.

Financing Actions

Internet money utilized in TWMH’s financing actions for the 12 months ended December 31, 2020 decreased by $7.4 million, or 91%, from $8.1 million for the 12 months ended December 31, 2019 to $0.7 million for the 12 months ended December 31, 2020, primarily attributable to new borrowings beneath the Time period Mortgage of $11.3 million, a discount of internet member distributions of $1.6 million and a lower in repurchase models of $0.7 million, which was partially offset by repayments on the earlier Time period Mortgage of $6.2 million in the course of the 12 months ended December 31, 2020 and loans to members of $0.6 million.

Monetary Situation and Liquidity of TWMH Following the Enterprise Mixture

We consider that following the Closing of the Enterprise Mixture, the sources of liquidity mentioned above will proceed to be ample to fund our working capital necessities and to satisfy our commitments within the unusual course of enterprise, beneath present market circumstances, for the foreseeable future. We intend to make use of a portion of our accessible liquidity to pay money distributions on a quarterly foundation in accordance with our distribution insurance policies. We’ll proceed to discover strategic financing and share buyback alternatives within the unusual course of enterprise. We count on this to incorporate potential financings and refinancings of indebtedness, by way of the issuance of debt securities or in any other case, to maximise our liquidity and capital construction.

Future Sources and Makes use of of Liquidity

Within the regular course of enterprise, we could have interaction in off-balance sheet preparations, together with transactions in derivatives, ensures, commitments, indemnifications, and potential contingent compensation obligations. We would not have any off-balance sheet preparations that will require us to fund losses or assure goal returns to shoppers.

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Contractual obligations

TWMH’s contractual obligations beneath working lease preparations (internet of sublease earnings) complete $12.3 million, of which $2.9 million internet is due inside the subsequent 12 months. Moreover, TWMH has minimal printer, laptop, and different non-cancelable know-how leases totaling $0.2 million, of which lower than $0.1 million will grow to be due inside the subsequent 12 months.

Indemnification Preparations

Per customary enterprise practices within the regular course of enterprise, we enter into contracts that include indemnities for our associates and our staff, officers and administrators, individuals performing on our behalf or such associates, and third events. The phrases of the indemnities fluctuate from contract to contract and the utmost publicity beneath these preparations, if any, can’t be decided and has neither been recorded within the above desk nor in our Consolidated Monetary Statements. As of September 30, 2022, now we have not had prior claims or losses pursuant to those contracts and count on the danger of loss to be distant.

Litigation

Sometimes, we could also be named as a defendant in authorized actions within the unusual course of enterprise. Though there will be no assurance of the result of such authorized actions, within the opinion of administration, we would not have any potential legal responsibility associated to any present authorized continuing or declare that will individually or within the mixture materially have an effect on its outcomes of operations, monetary situation, or money flows.

Associated Get together Transactions

We lease workplace area from a associated social gathering for which we paid $0.9 million in lease funds throughout every of the 9 months ended September 30, 2022 and 2021, respectively, that are included in occupancy expense on the Consolidated Statements of Revenue.

We additionally present loans to sure of our members equal to a portion of estimated Federal, State, and Native taxes owed by such members on issuances of Class B models to members. The whole quantity of those loans excellent at December 31, 2021 was $0.6 million, which had been drawn on February 15, 2021 and accrued curiosity commenced on February 15, 2021. In reference to the April 2021 issuance, sure members of TWMH had been supplied convertible promissory notes equal to a portion of the estimated Federal, State, and Native taxes owed by such members in relation to the issuance. On April 15, 2021, promissory notes totaling $1.1 million had been issued by TWMH. On Could 1, 2022, the Firm offered $0.3 million in promissory notes to sure worker members of the Firm. For the nine-month interval ended September 30, 2022, the Firm forgave $0.2 million of principal debt and accrued curiosity on the loans. The whole quantity of those loans excellent at September 30, 2022 was $1.5 million.

Important Accounting Insurance policies and Estimates

We put together our Consolidated Monetary Statements in accordance with U.S. GAAP. In making use of many of those accounting rules, we have to make assumptions, estimates, and/or judgments that have an effect on the reported quantities of belongings, liabilities, revenues, and bills in our Consolidated Monetary Statements. We base our estimates and judgments on historic expertise and different assumptions that we consider are cheap beneath the circumstances. These assumptions, estimates, and/or judgments, nonetheless, are each subjective and topic to alter, and precise outcomes could differ from our assumptions and estimates. Precise outcomes can also differ from our estimates and judgments attributable to dangers and uncertainties and altering circumstances, together with uncertainty within the present financial atmosphere because of the COVID-19 pandemic. If precise quantities are in the end totally different from our estimates, the revisions are included in our outcomes of operations for the interval wherein the precise quantities grow to be identified. For a abstract of our vital accounting insurance policies and estimates, see “Observe 2. Abstract of Vital Accounting Insurance policies,” to our Consolidated Monetary Statements included on this proxy assertion/prospectus.

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Income Recognition

We acknowledge income in accordance with ASC 606. Income is acknowledged in a fashion that depicts the switch of promised items or companies to prospects and for an quantity that displays the consideration to which we count on to be entitled in trade for these items or companies. We’re required to establish our contracts with prospects, establish the efficiency obligations in a contract, decide the transaction worth, allocate the transaction worth to the efficiency obligations within the contract, and acknowledge income when (or as) the entity satisfies a efficiency obligation. In figuring out the transaction worth, variable consideration is included solely to the extent that it’s possible {that a} vital reversal within the quantity of cumulative income acknowledged wouldn’t happen when the uncertainty related to the variable consideration is resolved.

Consolidation

We consolidate entities wherein now we have a controlling monetary curiosity. We now have a controlling monetary curiosity once we personal a majority of the voting rights of a voting rights entity (“VRE”) or are the first beneficiary of a variable curiosity entity (“VIE”). Assessing whether or not an entity is a VRE or a VIE entails judgment and evaluation on an entity by entity foundation. Elements thought of on this evaluation embody the entity’s authorized group, the entity’s capital construction and fairness possession, the rights of fairness funding holders, the Firm’s contractual involvement with and financial curiosity within the entity and any associated social gathering or de facto agent implications of the Firm’s involvement with the entity. Entities which are decided to be VREs are consolidated if the Firm can exert management over the monetary and working insurance policies of the investee, which typically exists if there may be higher than 50% voting curiosity. Entities which are decided to be VIEs are consolidated if the Firm is the first beneficiary of the entity. The Firm is deemed to be the first beneficiary of a VIE if it has the ability to direct the actions that the majority considerably influence the entity’s financial efficiency and has the duty to soak up losses or the proper to obtain advantages that doubtlessly could possibly be vital to the VIE. There’s judgment concerned this evaluation. Through the first quarter of 2022, the Firm made investments that resulted within the consolidation of TIH and Holbein. These investments had been accounted for as a enterprise mixture beneath ASC 805.

Revenue Taxes

For tax functions, now we have traditionally been handled as a flow-through entity with respect to our U.S. operations. Consequently, now we have not been topic to U.S. federal and state earnings taxes (though our company subsidiaries are topic to federal and state earnings tax for subsidiary firms). The supply for earnings taxes in our historic Consolidated Statements of Revenue consists of federal, state, native and international earnings taxes. Following the Enterprise Mixture, we can be topic to U.S. federal and state earnings taxes, along with native and international earnings taxes, with respect to our allocable share of any taxable earnings generated by our restricted legal responsibility firm that can stream by way of to its curiosity holders, together with us.

Taxes are accounted for utilizing the asset and legal responsibility technique of accounting. Underneath this technique, deferred taxes belongings and liabilities are acknowledged for the anticipated future tax penalties of variations between the monetary assertion carrying quantities of present belongings and liabilities and their respective tax bases, utilizing the tax charges in impact for the 12 months wherein the variations are anticipated to reverse. The impact of a change in tax charges on deferred tax belongings and liabilities is acknowledged in earnings within the interval when the change is enacted.

U.S. GAAP requires us to acknowledge tax advantages in an quantity that’s more-likely-than-not to be sustained by the related taxing authority upon examination. We analyze our tax submitting positions in the entire U.S. federal, state, native and international tax jurisdictions the place we’re required to file earnings tax returns, in addition to for all open tax years in these jurisdictions. If, based mostly on this evaluation, we decide that uncertainties in tax positions exist that don’t meet the minimal threshold for recognition of the associated tax profit, a legal responsibility is recorded within the Consolidated Monetary Statements. We acknowledge curiosity and penalties, if any, associated to unrecognized tax advantages as normal, administrative and different bills within the Consolidated Statements of Revenue. If acknowledged, the whole quantity of beforehand unrecognized tax positions could be recorded as a discount within the provision for earnings taxes.

Deferred tax belongings are lowered by a valuation allowance when it’s more-likely-than-not that some portion or the entire deferred tax belongings won’t be realized. The conclusion of deferred tax belongings depends on our skill to generate future taxable earnings. When evaluating the realizability of deferred tax belongings, all evidence- each optimistic and negative-is thought of. This proof consists of, however will not be restricted to, expectations concerning future earnings, future reversals of present non permanent tax variations, and tax planning methods.

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Tax legal guidelines are complicated and topic to totally different interpretations by the taxpayer and respective governmental taxing authorities. Vital judgment is required in figuring out tax expense and in evaluating tax positions, together with evaluating uncertainties beneath GAAP. We overview our tax positions quarterly and regulate our tax balances as new data turns into accessible.

Quantitative and Qualitative Disclosures About Market Danger

Our main publicity to market threat is said to our position as wealth administration advisor to our funding merchandise and the sensitivity to actions available in the market worth of their investments, together with the impact on administration charges and funding earnings. Uncertainty with respect to the financial results of the COVID-19 pandemic has launched vital volatility within the monetary markets, and the consequences of this volatility might materially influence our market dangers, together with these listed under. For added data in regards to the COVID-19 pandemic and its potential influence on our enterprise and our working outcomes, see “Danger Elements” on this proxy assertion/prospectus.

Market Danger

The market worth of investments could considerably fluctuate in the course of the interval of funding, ought to their worth decline, our charges could decline accordingly. Investments could decline in worth attributable to elements affecting securities markets typically or explicit industries represented within the securities markets. The worth of an funding could decline attributable to normal market circumstances, which aren’t particularly associated to such funding, equivalent to actual or perceived hostile financial circumstances, modifications within the normal outlook for company earnings, modifications in curiosity or foreign money charges, or hostile investor sentiment typically. It could additionally decline attributable to elements that have an effect on a specific {industry} or industries, equivalent to labor shortages or elevated manufacturing prices and aggressive circumstances inside an {industry}.

Our credit score orientation has been a central tenet of our enterprise throughout our funding methods. Our funding professionals profit from our impartial analysis and relationship networks and insights from our portfolio of energetic investments. We consider the mix of high-quality proprietary pipeline and a constant, rigorous strategy to managing investments throughout our methods has been, and we consider will proceed to be, a serious driver of our robust risk-adjusted returns and the steadiness and predictability of our earnings.

Curiosity Price Danger

As of September 30, 2022, we had $14.1 million and $6.4 million of borrowings excellent beneath the revolving amenities and time period mortgage, respectively.

In November 2021, we amended our $7.5 million revolving line of credit score right into a restated $14.5 million revolving line of credit score. The rate of interest on the road of credit score was amended to the Each day Bloomberg Quick-Time period Financial institution Yield Index fee (“BSBY”) plus 1.50%. Our unused dedication charge is 0.15% each year. Presently, the time period mortgage bears curiosity calculated based mostly on variable one-month LIBOR fee plus 1.50%, topic to a LIBOR ground. We entered into an rate of interest swap settlement in 2020, which transformed the variable fee to a hard and fast fee of two.60% on borrowings beneath the time period mortgage. The rate of interest swap will not be accounted for beneath hedge accounting; subsequently, modifications within the worth of the swap are acknowledged in earnings.

In March 2022, the Firm’s Revolving Line of Credit score maturity date was prolonged to March 13, 2023 and its borrowing capability elevated from $14.5 million to $15.5 million.

We estimate that within the occasion of a rise in LIBOR, there could be no influence to our curiosity expense associated to the time period mortgage attributable to our rate of interest swap settlement. Nonetheless, for any improve to the BSBY fee associated to the revolving amenities, we might be topic to such elevated variable fee and would count on our curiosity expense to extend commensurately.

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On July 27, 2017, the UK’s FCA, which regulates LIBOR, introduced that it intends to section out LIBOR by the top of 2021, which was later prolonged to June 2023. Potential modifications, or uncertainty associated to such potential modifications, could adversely have an effect on the marketplace for LIBOR-based securities or the price of our borrowings. Please see “Danger Elements” part of registration assertion for extra data.

Credit score Danger

We’re social gathering to agreements offering for varied monetary companies and transactions that include a component of threat within the occasion that the counterparties are unable to satisfy the phrases of such agreements. In such agreements, we rely on the counterparty to make cost or in any other case carry out. We typically endeavor to reduce our threat of publicity by limiting to respected monetary establishments the counterparties with which we enter into monetary transactions. In different circumstances, availability of financing from monetary establishments could also be unsure attributable to market occasions, and we could not have the ability to entry these financing markets. We search to mitigate this publicity by monitoring the credit score standing of those monetary establishments.

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