Westech Investment Advisors LLC and Subsidiaries
Notes to the Consolidated Financial Statements
Note 8. | Related Party Transactions |
As described in Note 1, the Company provides investment management and advisory services to Investment Funds for which the Company receives management fees and carried interest. During the year ended December 31, 2021, the Company earned management fees and carried interest of $31,911,568 and $58,131,181, respectively, from these Investment Funds. Additionally, consolidated WIA GPs have earned carried interest of $16,941,492.
The Company paid for general, administrative and other expenses on behalf of the Investment Funds. These expenses are reimbursed by the Investment Funds. During the year ended December 31, 2021, the Company paid for expenses totaling $1,445,225 on behalf of the Investment Funds, all of which was reimbursed by December 31, 2021.
The Company has a payable of $3,000,000 to Venture Lending & Leasing VIII, LLC as a result of an overpayment of a distribution, which was subsequently returned to the underlying fund in January 2022.
During the year ended December 31, 2021, the Company received in-kind distributions of carried interest of $22,793,936 and in-kind distributions from equity method investments of $551,711 in the form of publicly traded marketable securities. The securities were recognized at fair value when received. $23,237,362 of the securities received in-kind were immediately distributed to members of the Company resulting in no gains or losses on non-cash transactions.
In connection with the Loan and Securities Agreement, dated October 18, 2021 (the “ING Loan Agreement”), between WTI Fund X, LLC and ING Capital LLC, the Company granted to ING Capital LLC for the ratable benefit of itself and other lenders on the ING Loan Agreement a security interest in the Company’s right to receive management fees from WTI Fund X, LLC. In addition, in connection with the Amended and Restated Loan and Security Agreement, dated as of March 18, 2021 (the “MUFG Loan Agreement”), between Venture Lending & Leasing IX, LLC and MUFG Bank, Ltd., the Company granted to MUFG Bank, Ltd. for the ratable benefit of itself and the other lenders under the MUFG Loan Agreement a security interest in the Company’s right to receive management fees from Venture Lending & Leasing IX, LLC.
An operating agreement (the “Agreement”) governs the management of WIA and the rights, preferences, and privileges of members. No member of the LLC shall be personally obligated for any liability of the LLC or of any other member solely by reason of being a member of the LLC except as otherwise provided under the California Beverly-Killea Limited Liability Company Act, by law of expressly in the Agreement.
Ownership of WIA is evidenced by four classes of shares: Class A Shares, Class B Shares, Class C Shares, and Class D Shares. Class A Shares are also referred to as Founders Shares. Class C and D Shares are also collectively referred to as Executive Shares. Each outstanding Class B, Class C and Class D Share shall be entitled to one vote, and each Class A Share shall be entitled to three votes.
Carried Interest Revenue, net of expenses, are allocated to Founder and Executive shares based on the Founder Profit Percentage and Executive Profit Percentage, 20% and 80%, respectively, as defined in the operating agreement. The operating agreement then further, ascribes specific economic rights, including rights to Management Fee Revenue, net of expenses, to individual members of WIA based on their individual roles and operating capacity for the organization. As such, the economic returns to holders of Class A, Class B, Class C or Class D Shares may vary within each group based on the
individual attributes of the Members.
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