Private Equity Distribution and Fund Management OverviewBy Ting Song, UniversityHerald Reporter
In the complex world of private equity, understanding the nuances of distribution, capital commitment, and audit risks is essential for fund management and stakeholders alike. Below is an in-depth analysis of these critical components.
1. Distribution Classification
When private equity receives distributions, their nature needs to be assessed to ensure correct classification. There are mainly two methods:
• Cost Relief Method: A standard method that prioritizes relieving the original cost of the investment first. Once all costs have been recouped, any subsequent distributions will be categorized as profit distributions.
• Classify distributions based on their transaction nature (mirroring the underlying manager for Funds of Funds): This approach identifies the nature of transactions, distinguishing between Return of Capital (ROC) and profit distribution.
2. Commitment and Unfunded Commitment
Commitment represents the total capital investors pledge to the fund for its entirety upon joining. This amount, once committed, remains unchangeable. Investors are obligated to contribute up to this committed sum. Unfunded Commitment represents the portion of commitments that have not yet been called but can be called in the future.
While distributions do not change the commitment, they can impact the unfunded commitment based on the recall intention.
Unfunded commitment = Commitment - Capital Contribution + Recallable Distribution
Distributions can be classified based on recall intentions:
• Recallable Distribution: If there's an intent to recall the funds.
• Non-recallable Distribution: If no such intention exists.
Importantly, while recallable distributions impact unfunded commitments, non-recallable ones don't. Investors can monitor their future cash contributions based on their unfunded commitments.
3. Audit Risk in Alternative Investments
Audits ensure that revenues and assets aren't overstated, while expenses and liabilities aren't understated. In alternative investment fund audits, accurately reporting the value of the investments is crucial because they typically represent the most substantial assets in terms of materiality.
Asset Value Determination
Assets are valued based on their pricing inputs under GAAP:
• Level 1: Quoted prices in active markets for identical investments.
• Level 2: Quoted prices for similar investments or other methodologies.
• Level 3: Unobservable inputs requiring significant professional judgment.
While valuation under Level 1 can be carried out using a simple method, valuation under Levels 2 and 3 can be challenging, as it might rely on projected cash flows, valuation models, or broker quotes. Most investment managers rely on valuation specialists to perform valuations under Level 2 or Level 3. Additionally, most auditors view this as a risk area where they typically conduct extensive testing.
4. Cash Management
A delicate balance exists between making frequent capital calls, which can be operationally taxing, and reserving excess cash, which can affect returns. Cash management typically includes both operational expenses, cash management, and investment cash management.
Operational Cash Flow consists of cash planning for the fund's operational expenses such as accounting, audit, tax, legal, management, organization, bank, and admin fees. Fee quotations from vendors can typically be requested in advance to estimate these expenses for cash projection purposes. Fund managers can also negotiate a fee schedule that aligns best with the fund's structure and life cycle. A common practice is to reserve enough cash to cover six months' worth of the fund's operational expenses.
Understanding investment strategies can help in projecting investment cash flows. For a private equity fund, the most common investment activities are capital calls and distributions.
In sum, a keen understanding of these facets can provide valuable insights for those involved in private equity accounting, ensuring that operations run smoothly and investment strategies are effectively executed.
About Ting Song
Ting Song, CPA, has accounting experience in both the nonprofit and alternative investment fund sectors. Serving as the Director at First Republic Investment Management, Song leads a proficient team of accountants. Operating from Los Angeles, California, Song's expertise covers a range of responsibilities such as Private Equity and Hedge Funds Operations, Financial Accounting and Reporting, US GAAP and GAAS, and spearheading system integrations.
Song also worked in the nonprofit accounting and consulting field before transitioning to the alternative investment accounting industry. She holds accounting degrees from both Loyola Marymount University and the University of Liverpool and has served in roles at First Republic Investment Management and JP Morgan Chase. She has an active CPA certification in the state of California.