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GCM Grosvenor(GCMG) - 2021 Q4 - Earnings Call Presentation
2022-02-15 19:02
2021 Fourth Quarter and Full Year Results Earnings Presentation Diluted EPS to be updated February 15, 2022 Presenters Michael Sacks Chairman and Chief Executive Officer Jonathan Levin President Pamela Bentley Chief Financial Officer Stacie Selinger Head of Investor Relations GCM GROSVENOR 2 Fourth Quarter and Full Year 2021 Results 3 • Full year 2021 growth driven by strong fundraising of $9.4 billion in FY 2021 • GCM Grosvenor's Board of Directors approved a $0.10 per share dividend payable on March 15, 2 ...
GCM Grosvenor(GCMG) - 2021 Q4 - Earnings Call Transcript
2022-02-15 19:00
Financial Data and Key Metrics Changes - For Q4 and full year 2021, fee related revenue grew by 17% and 12% respectively, fee related earnings increased by 37% and 27%, adjusted EBITDA rose by 19% and 22%, and adjusted net income was up by 23% and 31% compared to the same periods in 2020 [9][31][38] - The firm’s fee related earnings margin improved to 35% in 2021, up from 31% a year ago, indicating significant operating leverage [38] Business Line Data and Key Metrics Changes - Infrastructure fundraising captured the largest share at $3.5 billion in 2021, with a 34% increase in assets under management (AUM) to $9.1 billion [12][25] - The private equity vertical had exceptional returns, exceeding 30% last year, contributing to a doubling of total unrealized carry [23] - The real estate vertical is recovering strongly post-pandemic, with positive forecasts for client returns [24] Market Data and Key Metrics Changes - The firm raised $1.5 billion for diverse managers in 2021, with $1 billion for private equity and $500 million for real estate [11] - Absolute return strategies had flat net flows in 2021, with gross performance at 7.2% for the year [12][21] Company Strategy and Development Direction - The company aims for fee related revenue growth of 12% to 15% and fee related earnings growth of 20% to 25% in 2022, supported by a larger fundraising pipeline than the previous year [10][15] - The focus on co-investments, secondaries, and direct investments is expected to drive significant growth, with 70% of private equity flows directed towards these strategies [28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the fundraising pipeline and the potential for growth in the insurance channel, anticipating consistent growth through 2022 and beyond [49] - The current market environment, characterized by volatility and rising interest rates, is seen as favorable for alternative strategies, particularly absolute return offerings [53] Other Important Information - The company has increased its stock repurchase program to $45 million, reflecting a commitment to returning capital to shareholders [43][44] - The firm maintained a dividend of $0.10 per share, indicating strong free cash flow generation [44] Q&A Session Summary Question: Update on the insurance side of the business - Management noted modest success in Q4 but highlighted a robust pipeline and significant potential for growth in 2022 and beyond [48][49] Question: Performance of the absolute return business - Management emphasized that their results exceed client expectations and that the current market conditions are favorable for alternative strategies [52][53] Question: Fundraising expectations for 2022 - Management confirmed that the fundraising pipeline is larger than the previous year and expressed confidence in achieving their targets [58][60] Question: Infrastructure fundraising compared to private equity - Management indicated that the interest in infrastructure has been strong and is expected to continue, with a balanced approach across various sectors and geographies [62][64] Question: Separate account fundraising outlook - Management reported strong reup rates and a larger pipeline, expecting the cadence of fundraising to remain steady [69] Question: Retail distribution strategy - Management highlighted the potential for growth in high-net-worth channels and wealth management platforms, with expectations for continued success in this area [71]
GCM Grosvenor(GCMG) - 2021 Q3 - Earnings Call Transcript
2021-11-12 16:54
GCM Grosvenor Inc. (NASDAQ:GCMG) Q3 2021 Earnings Conference Call November 10, 2021 10:00 AM ET Company Participants Stacie Selinger - Managing Director, Strategy and Corporate Development Michael Sacks - Chairman and CEO Jon Levin - President Pam Bentley - CFO Conference Call Participants Chris Kotowski - Oppenheimer Ken Worthington - JPMorgan Operator Please stand by. Good day everyone and welcome to the GCM Grosvenor November Webcast. Today's call is being recorded. [Operator Instructions] At this time, ...
GCM Grosvenor(GCMG) - 2021 Q3 - Quarterly Report
2021-11-11 16:00
Part I - Financial Information [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) This section presents the unaudited condensed consolidated financial statements of GCM Grosvenor Inc. for the periods ended September 30, 2021, and December 31, 2020, including statements of financial condition, income, comprehensive income, equity (deficit), and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, business combinations, revenue recognition, investments, fair value measurements, equity, debt, and other financial disclosures [Condensed Consolidated Statements of Financial Condition](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) **Condensed Consolidated Statements of Financial Condition (in thousands):** | Metric | Sep 30, 2021 | Dec 31, 2020 | | :-------------------------------- | :----------- | :----------- | | Total Assets | $512,883 | $632,278 | | Total Liabilities | $623,033 | $599,347 | | Total Deficit | $(110,150) | $(82,190) | - Total assets decreased by **$119.395 million** (**18.88%**) from December 31, 2020, to September 30, 2021, primarily driven by a decrease in cash and cash equivalents and other assets[17](index=17&type=chunk) - Total liabilities increased by **$23.686 million** (**3.95%**) from December 31, 2020, to September 30, 2021, mainly due to an increase in debt[17](index=17&type=chunk) [Condensed Consolidated Statements of Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) **Condensed Consolidated Statements of Income (in thousands):** | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Operating Revenues | $118,075 | $101,746 | $340,997 | $274,493 | | Operating Income | $25,077 | $9,168 | $42,629 | $29,933 | | Net Income | $22,706 | $11,168 | $64,545 | $1,771 | | Net Income Attributable to GCM Grosvenor Inc. | $4,056 | $0 | $7,259 | $0 | | Basic EPS | $0.09 | $0 | $0.17 | $0 | | Diluted EPS | $0.03 | $0 | $0.03 | $0 | - Net income attributable to GCM Grosvenor Inc. was **$4.056 million** for the three months ended September 30, 2021, and **$7.259 million** for the nine months ended September 30, 2021, with no comparable figures for 2020 due to the timing of the Transaction[20](index=20&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) **Condensed Consolidated Statements of Comprehensive Income (in thousands):** | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income | $22,706 | $11,168 | $64,545 | $1,771 | | Total Other Comprehensive Income (Loss) | $1,715 | $1,571 | $2,441 | $(6,027) | | Comprehensive Income Attributable to GCM Grosvenor Inc. | $4,467 | $0 | $7,829 | $0 | - Total other comprehensive income increased significantly for the nine months ended September 30, 2021, to **$2.441 million**, compared to a loss of **$(6.027) million** in the prior year, driven by unrealized gains on cash flow hedges[23](index=23&type=chunk) [Condensed Consolidated Statements of Equity (Deficit)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20%28Deficit%29) **Condensed Consolidated Statements of Equity (Deficit) (in thousands):** | Metric | Sep 30, 2021 | Dec 31, 2020 | | :-------------------------------- | :----------- | :----------- | | Total GCM Grosvenor Inc. Deficit | $(37,604) | $(29,342) | | Noncontrolling Interests in Subsidiaries | $104,439 | $94,013 | | Noncontrolling Interests in GCMH | $(176,985) | $(146,861) | | Total Deficit | $(110,150) | $(82,190) | - The total deficit increased from **$(82.190) million** at December 31, 2020, to **$(110.150) million** at September 30, 2021, reflecting changes in retained earnings and noncontrolling interests[26](index=26&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Condensed Consolidated Statements of Cash Flows (in thousands):** | Metric | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net Cash Provided by Operating Activities | $144,796 | $43,131 | | Net Cash Used in Investing Activities | $(11,953) | $(2,701) | | Net Cash Provided by (Used in) Financing Activities | $(209,962) | $37,769 | | Net Increase (Decrease) in Cash and Cash Equivalents | $(78,165) | $78,320 | | Cash and Cash Equivalents, End of Period | $119,981 | $158,186 | - Net cash provided by operating activities significantly increased to **$144.796 million** for the nine months ended September 30, 2021, from **$43.131 million** in the prior year[30](index=30&type=chunk) - Net cash used in financing activities was **$(209.962) million** for the nine months ended September 30, 2021, a substantial change from **$37.769 million** provided in the prior year, primarily due to the exercise of the Mosaic call option and debt-related activities[30](index=30&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization](index=13&type=section&id=1.%20Organization) GCM Grosvenor Inc. (GCMG) and its subsidiaries provide comprehensive investment solutions, including hedge fund strategies, private equity, real estate, infrastructure, and strategic investments, to institutional clients. GCMG was incorporated in July 2020 for a business combination and holds approximately 23.4% ownership in GCMH as of September 30, 2021 - GCM Grosvenor Inc. (GCMG) and its subsidiaries offer comprehensive investment solutions across alternative investments like hedge funds, private equity, real estate, infrastructure, and strategic investments[32](index=32&type=chunk) - GCMG's ownership in GCMH (through IntermediateCo) increased from approximately **22.1%** as of December 31, 2020, to **23.4%** as of September 30, 2021[34](index=34&type=chunk) [2. Summary of Significant Accounting Policies](index=13&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the accounting policies, including the basis of presentation for unaudited interim financial statements, the company's status as an 'emerging growth company' (EGC) and its election for an extended transition period for new accounting standards, the impact of COVID-19, fair value measurements, investment valuation, and equity-based compensation. It also details recently issued accounting standards and their potential impact - The company is an 'emerging growth company' (EGC) and has elected to use the extended transition period for complying with new or revised accounting standards[37](index=37&type=chunk) - The company categorizes fair value measurements into a three-level hierarchy based on input observability, with Level 1 for quoted prices in active markets, Level 2 for observable inputs other than quoted prices, and Level 3 for unobservable inputs[41](index=41&type=chunk) - The company early adopted ASU 2018-17 (Consolidation) on July 1, 2021, and ASU 2017-04 (Goodwill Impairment) on April 1, 2021, with no material impact on consolidated financial statements[48](index=48&type=chunk)[49](index=49&type=chunk) [3. Business Combination](index=17&type=section&id=3.%20Business%20Combination) On November 17, 2020, GCMG completed a business combination with CF Finance Acquisition Corp. (CFAC), structured as an "Up-C" transaction, where GCMG indirectly holds general and limited partnership interests in GCMH, and GCMH owners retain their ownership - The business combination with CFAC was consummated on November 17, 2020, and treated as a common control transaction[55](index=55&type=chunk) - The transaction utilized an "Up-C" structure, allowing GCMH owners to retain their ownership in GCMH while GCMG indirectly holds partnership interests[56](index=56&type=chunk) [4. Mosaic Transaction](index=17&type=section&id=4.%20Mosaic%20Transaction) The Mosaic Transaction, effective January 1, 2020, involved GCMH transferring partnership interests to Mosaic Acquisitions 2020, L.P. On July 2, 2021, GCMH exercised an amended Mosaic Call Right to repurchase the interest in Mosaic for $165.0 million, leading to a reclassification of investments from redeemable noncontrolling interest to the Company's holdings and a reduction in additional paid-in capital and noncontrolling interests in GCMH - GCMH exercised the amended Mosaic Call Right on July 2, 2021, to purchase the interest in Mosaic for a net purchase price of **$165.0 million**[63](index=63&type=chunk) - The exercise of the Mosaic Call Right resulted in a **$14.0 million** reduction to additional paid-in capital and a **$47.5 million** reduction to noncontrolling interests in GCMH[63](index=63&type=chunk) - The transaction reclassified approximately **$96.8 million** of investments from redeemable noncontrolling interests to the Company's holdings[67](index=67&type=chunk) [5. Revenue](index=18&type=section&id=5.%20Revenue) Total operating revenues for the three months ended September 30, 2021, increased to $118.075 million from $101.746 million in 2020, driven by increases in both management fees and incentive fees. For the nine months ended September 30, 2021, total operating revenues rose to $340.997 million from $274.493 million in 2020 **Revenue (in thousands):** | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :---------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Management fees | $87,796 | $78,269 | $256,015 | $231,106 | | Incentive fees | $29,178 | $21,774 | $79,619 | $38,048 | | Other operating income | $1,101 | $1,703 | $5,363 | $5,339 | | Total operating revenues | $118,075 | $101,746 | $340,997 | $274,493 | - Management fees increased by **$9.527 million** (**12.17%**) for the three months ended September 30, 2021, and by **$24.909 million** (**10.78%**) for the nine months ended September 30, 2021, compared to the respective prior periods[64](index=64&type=chunk) - Incentive fees increased by **$7.404 million** (**34.00%**) for the three months ended September 30, 2021, and by **$41.571 million** (**109.26%**) for the nine months ended September 30, 2021, compared to the respective prior periods[64](index=64&type=chunk) [6. Investments](index=19&type=section&id=6.%20Investments) Total investments increased to $203.993 million as of September 30, 2021, from $166.273 million at December 31, 2020. The decrease in investments held by noncontrolling interest holders is primarily due to the exercise of the amended Mosaic Call Right, which transferred approximately $96.8 million of investments to the Company **Investments (in thousands):** | Metric | Sep 30, 2021 | Dec 31, 2020 | | :-------------------- | :----------- | :----------- | | Equity method investments | $202,815 | $165,095 | | Other investments | $1,178 | $1,178 | | Total investments | $203,993 | $166,273 | - Investments held by noncontrolling interest holders decreased from **$161.9 million** at December 31, 2020, to **$91.0 million** at September 30, 2021[66](index=66&type=chunk) - The exercise of the Mosaic Call Right on July 2, 2021, resulted in approximately **$96.8 million** of investments previously held by noncontrolling interests now being held by the Company[67](index=67&type=chunk) [7. Fair Value Measurements](index=19&type=section&id=7.%20Fair%20Value%20Measurements) The Company's assets and liabilities measured at fair value include money market funds (Level 1), interest rate derivatives (Level 2), and public/private warrants (Level 1 and Level 3, respectively). Private warrants are valued using a binomial option valuation model with significant unobservable inputs, classified as Level 3. The fair value of private warrants decreased from $6.4 million at December 31, 2020, to $2.0 million at September 30, 2021 **Fair Value Measurements (in thousands):** | Category | Sep 30, 2021 Total | Dec 31, 2020 Total | | :-------------------- | :----------------- | :----------------- | | Assets at Fair Value | $36,296 | $149,553 | | Liabilities at Fair Value | $42,106 | $71,235 | | Private Warrants (Level 3) | $2,016 | $6,372 | - The fair value of private warrants (Level 3 liability) decreased from **$6.372 million** at December 31, 2020, to **$2.016 million** at September 30, 2021[68](index=68&type=chunk)[75](index=75&type=chunk) - Key unobservable inputs for private warrant valuation include risk-free interest rate (**0.78%** at Sep 30, 2021), expected term (**4.1 years**), and expected volatility (**30%**)[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) [8. Equity](index=21&type=section&id=8.%20Equity) As of September 30, 2021, the Company had 44,022,131 Class A common shares and 144,235,246 Class C common shares outstanding. The Board of Directors declared quarterly dividends of $0.06, $0.08, and $0.09 per share for March, June, and September 2021, respectively, and authorized a $25.0 million stock repurchase plan in August 2021, of which $17.7 million remained available as of September 30, 2021 **Common Stock Outstanding:** | Class | Dec 31, 2020 | Sep 30, 2021 | | :---------------- | :----------- | :----------- | | Class A common stock | 40,835,093 | 44,022,131 | | Class C common stock | 144,235,246 | 144,235,246 | **Dividends Declared in 2021:** | Declaration Date | Dividend per Common Share | | :--------------- | :------------------------ | | January 4, 2021 | $0.06 | | February 25, 2021 | $0.08 | | August 6, 2021 | $0.09 | | November 8, 2021 | $0.10 | - The Company authorized a **$25.0 million** stock repurchase plan on August 6, 2021, with **$17.7 million** remaining as of September 30, 2021[80](index=80&type=chunk) [9. Warrants](index=23&type=section&id=9.%20Warrants) As of September 30, 2021, the Company had 20,036,269 public warrants and 900,000 private warrants outstanding. During the nine months ended September 30, 2021, 1,793,903 public warrants were exercised, generating $20.6 million in proceeds, and 243,395 public warrants were repurchased for $0.4 million **Warrants Outstanding:** | Type | Dec 31, 2020 | Sep 30, 2021 | | :------------- | :----------- | :----------- | | Public Warrants | 20,273,567 | 20,036,269 | | Private Warrants | 2,700,000 | 900,000 | | Total Warrants | 22,973,567 | 20,936,269 | - During the nine months ended September 30, 2021, **1,793,903** public warrants were exercised, generating **$20.6 million** in proceeds[81](index=81&type=chunk) - The Company repurchased **243,395** public warrants for **$0.4 million** during the nine months ended September 30, 2021[82](index=82&type=chunk) [10. Variable Interest Entities](index=24&type=section&id=10.%20Variable%20Interest%20Entities) The Company consolidates certain Variable Interest Entities (VIEs) where it is the primary beneficiary and holds variable interests in other unconsolidated VIEs. As of September 30, 2021, the maximum exposure to loss from unconsolidated VIEs was $112.876 million, with unfunded commitments of $29.2 million **Non-Consolidated VIEs (in thousands):** | Metric | Sep 30, 2021 | Dec 31, 2020 | | :-------------------- | :----------- | :----------- | | Investments | $91,334 | $77,511 | | Receivables | $21,542 | $14,322 | | Maximum Exposure to Loss | $112,876 | $91,833 | | Unfunded Commitments | $29,200 | $32,800 | - The decrease in investments in VIEs owned by noncontrolling interest holders from **$77.4 million** at December 31, 2020, to **$53.0 million** at September 30, 2021, was primarily due to the exercise of the Mosaic Call Right[86](index=86&type=chunk) [11. Employee Compensation and Benefits](index=25&type=section&id=11.%20Employee%20Compensation%20and%20Benefits) Total employee compensation and benefits decreased by $2.448 million (3.25%) for the three months ended September 30, 2021, but increased by $45.595 million (24.45%) for the nine months ended September 30, 2021, compared to the respective prior periods. This was driven by higher equity-based and carried interest compensation, partially offset by a decrease in partnership interest-based compensation **Employee Compensation and Benefits (in thousands):** | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Cash-based employee compensation and benefits | $39,792 | $40,133 | $122,629 | $122,775 | | Equity-based compensation | $5,878 | $0 | $38,518 | $0 | | Partnership interest-based compensation | $6,029 | $21,605 | $20,958 | $38,381 | | Carried interest compensation | $16,708 | $12,442 | $41,164 | $21,943 | | Cash-based incentive fee related compensation | $3,380 | $0 | $6,081 | $0 | | Other non-cash compensation | $1,080 | $1,135 | $2,704 | $3,360 | | Total employee compensation and benefits | $72,867 | $75,315 | $232,054 | $186,459 | - Equity-based compensation increased significantly to **$5.878 million** and **$38.518 million** for the three and nine months ended September 30, 2021, respectively, due to RSU expense amortization[89](index=89&type=chunk) - Partnership interest-based compensation decreased by **$15.576 million** (**72.09%**) for the three months and **$17.423 million** (**45.39%**) for the nine months ended September 30, 2021, primarily due to award modifications in the prior year[89](index=89&type=chunk)[91](index=91&type=chunk) [12. Equity-Based Compensation](index=26&type=section&id=12.%20Equity-Based%20Compensation) The Company adopted the 2020 Incentive Award Plan in February 2021 and granted 5.1 million Restricted Stock Units (RSUs) with an aggregate fair value of $65.7 million during the nine months ended September 30, 2021. Total unrecognized compensation expense related to unvested RSUs was $27.6 million, expected to be recognized over 1.6 years - The Company granted **5.1 million** RSUs with an aggregate grant date fair value of **$65.7 million** during the nine months ended September 30, 2021[96](index=96&type=chunk)[97](index=97&type=chunk) - Total unrecognized compensation expense for unvested RSUs was **$27.6 million** as of September 30, 2021, with a weighted-average recognition period of **1.6 years**[97](index=97&type=chunk) - Compensation expense related to RSUs was **$5.9 million** and **$38.5 million** for the three and nine months ended September 30, 2021, respectively[97](index=97&type=chunk) [13. Debt](index=26&type=section&id=13.%20Debt) Total debt, net of issuance costs, increased to $391.234 million as of September 30, 2021, from $335.155 million at December 31, 2020. This increase is primarily due to an amendment and extension of the Senior Loan in February 2021, which extended maturity to February 2028 and increased the principal amount to $400.0 million in June 2021. The Company was in compliance with all debt covenants **Outstanding Debt (in thousands):** | Metric | Sep 30, 2021 | Dec 31, 2020 | | :-------------------- | :----------- | :----------- | | Senior loan | $398,000 | $340,259 | | Less debt issuance costs | $(6,766) | $(5,104) | | Total debt | $391,234 | $335,155 | - The Senior Loan maturity was extended to **February 24, 2028**, and its aggregate principal amount was increased to **$400.0 million** in June 2021[103](index=103&type=chunk)[105](index=105&type=chunk) - The weighted average interest rate on the Senior Loan decreased to **3.25%** for the nine months ended September 30, 2021, from **3.98%** in the prior year[108](index=108&type=chunk) [14. Interest Rate Derivatives](index=28&type=section&id=14.%20Interest%20Rate%20Derivatives) The Company uses interest rate derivatives to hedge interest rate risk on its debt. All outstanding derivative instruments were terminated on February 24, 2021. Subsequently, new swap agreements were entered into in March and July 2021 to hedge the extended and incremental Senior Loan amounts, both determined to be effective cash flow hedges **Interest Rate Derivatives (in thousands):** | Derivative | Notional Amount (Sep 30, 2021) | Fair Value (Sep 30, 2021) | | :-------------------- | :----------------------------- | :------------------------ | | Interest rate swap | $232,000 | $92 | | Interest rate swap | $68,000 | $(218) | | Total | $300,000 | $(126) | - All previously outstanding derivative instruments were terminated on February 24, 2021[118](index=118&type=chunk) - New swap agreements were entered into in March 2021 (**$232.0 million** notional) and July 2021 (**$68.0 million** notional) to hedge interest rate risk on the Senior Loan, both designated as effective cash flow hedges[119](index=119&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk) [15. Commitments and Contingencies](index=30&type=section&id=15.%20Commitments%20and%20Contingencies) The Company had $82.8 million in unfunded investment commitments to GCM Funds as of September 30, 2021. It also has a fixed management fee obligation for an aircraft share, reduced to $0.3 million per year after assigning 50% of its interest. The Company is involved in various lawsuits but does not expect a material effect on its financial condition or operations, and believes the risk of loss from off-balance sheet arrangements as general partner of GCM Funds is remote - Unfunded investment commitments to GCM Funds totaled **$82.8 million** as of September 30, 2021[125](index=125&type=chunk) - The Company's fixed management fee for an aircraft share was reduced to **$0.3 million** per year after assigning **50%** of its interest[124](index=124&type=chunk) - Management believes the outcome of current litigation will not materially affect the Company's financial condition or results of operations, and the risk of material loss from off-balance sheet general partner risks is remote[127](index=127&type=chunk)[128](index=128&type=chunk) [16. Related Parties](index=30&type=section&id=16.%20Related%20Parties) Related party transactions include partnership interest awards paid by GCMH Equityholders, a sublease agreement with Holdings, reimbursements from GCM Funds for costs, and investments by executive officers and employees in GCM Funds not subject to fees. The Company also utilizes aircraft and charter services owned or controlled by Holdings members, incurring $0.8 million in expenses for the nine months ended September 30, 2021 - The Company records non-cash profits interest compensation and offsetting deemed contributions to equity for partnership interest awards paid by Holdings, Holdings II, and Management LLC[90](index=90&type=chunk)[129](index=129&type=chunk) - Due from related parties for reimbursable costs was approximately **$9.4 million** as of September 30, 2021[132](index=132&type=chunk) - Executive officers, senior professionals, and employees invested **$489.8 million** in GCM Funds as of September 30, 2021, generally exempt from management and performance fees[133](index=133&type=chunk) [17. Income Taxes](index=31&type=section&id=17.%20Income%20Taxes) The Company's effective tax rate was 10% and 6% for the three and nine months ended September 30, 2021, respectively, differing from the statutory rate primarily due to income allocation to noncontrolling entities and valuation allowances. The Company had no unrecognized tax positions as of September 30, 2021 **Effective Tax Rate:** | Period | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Effective Tax Rate | 10% | 5% | 6% | 49% | - The effective tax rate for the nine months ended September 30, 2021, was **6%**, significantly lower than the **49%** in the prior year, primarily due to income allocated to noncontrolling interests and valuation allowances[139](index=139&type=chunk) - As of September 30, 2021, the Company had no unrecognized tax positions and anticipates no changes within the next **12 months**[140](index=140&type=chunk) [18. Earnings Per Share](index=32&type=section&id=18.%20Earnings%20Per%20Share) Basic earnings per share (EPS) for Class A common stock was $0.09 for the three months and $0.17 for the nine months ended September 30, 2021. Diluted EPS was $0.03 for both periods. No EPS information was presented for periods prior to November 17, 2020, due to the timing of the Transaction **Earnings Per Share (EPS):** | Metric | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2021 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Basic EPS | $0.09 | $0.17 | | Diluted EPS | $0.03 | $0.03 | | Weighted Average Shares (Basic) | 44,387,598 | 43,673,347 | | Weighted Average Shares (Diluted) | 188,877,077 | 188,136,198 | - Public and private warrants were excluded from diluted EPS calculations for the periods presented because their impact would have been antidilutive[144](index=144&type=chunk) [19. Subsequent Events](index=34&type=section&id=19.%20Subsequent%20Events) Subsequent to September 30, 2021, through November 12, 2021, the Company repurchased an additional 112,059 public warrants for $0.2 million. On November 8, 2021, a quarterly dividend of $0.10 per share of Class A common stock was declared, payable on December 15, 2021 - From October 1, 2021, to November 12, 2021, the Company repurchased **112,059** public warrants for **$0.2 million**[146](index=146&type=chunk) - A quarterly dividend of **$0.10 per share** of Class A common stock was declared on November 8, 2021, with a payment date of December 15, 2021[146](index=146&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of GCM Grosvenor's business as an alternative asset management solutions provider, discussing key trends, the impact of COVID-19, and a detailed analysis of its financial performance, including revenues, expenses, and non-GAAP financial measures. It also covers liquidity, capital resources, debt, dividend policy, stock repurchase plan, and critical accounting policies [Overview](index=35&type=section&id=Overview) GCM Grosvenor is an independent, open-architecture alternative asset management solutions provider, offering customized separate accounts and commingled funds across private markets (Private Equity, Infrastructure, Real Estate, Alternative Credit) and absolute return strategies to sophisticated global institutional investors - GCM Grosvenor is an independent, open-architecture alternative asset management solutions provider[149](index=149&type=chunk) - The company invests on a primary, secondary, co-investment, and direct basis, operating customized separate accounts and commingled funds[149](index=149&type=chunk) - Key investment strategies include Private Equity, Infrastructure, Real Estate, Alternative Credit, and Absolute Return Strategies[150](index=150&type=chunk) [Trends Affecting Our Business](index=35&type=section&id=Trends%20Affecting%20Our%20Business) The company's performance is influenced by global financial markets, economic conditions, and increased investor demand for alternative investments in a low-interest rate environment. Key factors include the ability to retain and attract investors, expand into new lines of business and geographic markets, realize investments, identify suitable opportunities, generate strong returns, and comply with evolving regulatory requirements - Increased investor demand for alternative investments is driven by a low-interest rate environment and public equities' inability to achieve expected returns[152](index=152&type=chunk) - Future performance depends on retaining existing investors, attracting new ones, and expanding into new lines of business and geographic markets[153](index=153&type=chunk)[154](index=154&type=chunk) - The ability to realize investments, identify suitable opportunities, and generate strong returns are critical for attracting and retaining clients and maintaining desired fee structures[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) [COVID-19](index=36&type=section&id=COVID-19) The COVID-19 pandemic has caused significant disruption and uncertainty, impacting the company's business by impeding in-person client meetings, potentially slowing fundraising, restricting investor allocations, and affecting investment values in impacted industries. As of September 30, 2021, the company maintains adequate liquidity with $120.0 million in cash and $48.2 million in available borrowing capacity - COVID-19 has disrupted client and prospect meetings, leading to remote interactions that may impede marketing and new business generation[160](index=160&type=chunk) - The pandemic may slow fundraising activity, resulting in delayed or decreased management fees and making due diligence on investments more difficult[160](index=160&type=chunk) - As of September 30, 2021, the company had **$120.0 million** in cash and **$48.2 million** in available borrowing capacity, indicating adequate liquidity[162](index=162&type=chunk) [Repurchase of Mosaic Assets](index=37&type=section&id=Repurchase%20of%20Mosaic%20Assets) On July 2, 2021, the company exercised its option to repurchase the interest in Mosaic for $165.0 million, as further detailed in the Liquidity and Capital Resources section - The company exercised its option to repurchase the interest in Mosaic on July 2, 2021, for **$165.0 million**[163](index=163&type=chunk) [Operating Segments](index=37&type=section&id=Operating%20Segments) The company operates in a single operating and reportable segment, aligning with how its chief operating decision maker allocates resources and assesses performance - The company operates in a single operating and reportable segment[164](index=164&type=chunk) [Components of Results of Operations](index=37&type=section&id=Components%20of%20Results%20of%20Operations) This section details the components of the company's financial results, including management fees (based on client commitments or NAV), incentive fees (carried interest and performance fees), other operating income, employee compensation and benefits, general and administrative expenses, investment income, interest expense, other income/expense, and changes in fair value of warrant liabilities. It also explains the provision for income taxes [Management Fees](index=37&type=section&id=Management%20Fees) Management fees are earned from investment management services for specialized funds and customized separate accounts. Fees for private markets strategies are typically based on client commitments or invested capital, while absolute return strategies' fees are based on Net Asset Value (NAV). The company also recognizes fund expense reimbursement revenue - Management fees are derived from investment management services provided to specialized funds and customized separate account clients[166](index=166&type=chunk) - Private markets strategies' fees are generally based on client commitments or invested capital, while absolute return strategies' fees are based on NAV[167](index=167&type=chunk)[168](index=168&type=chunk) - The company provided investment management/advisory services on assets of **$70.5 billion** as of September 30, 2021, up from **$61.9 billion** at December 31, 2020[169](index=169&type=chunk) [Incentive Fees](index=38&type=section&id=Incentive%20Fees) Incentive fees comprise carried interest (performance-based capital allocation, common in private markets strategies, subject to clawback provisions) and performance fees (fixed percentage of investment gains, common in absolute return strategies, subject to loss carryforward provisions). These fees are highly susceptible to market factors and third-party actions - Incentive fees consist of carried interest (common in private markets strategies) and performance fees (common in absolute return strategies)[171](index=171&type=chunk) - Carried interest is a percentage of profits, subject to clawback provisions, and is realized upon underlying investment distributions or sales[172](index=172&type=chunk)[173](index=173&type=chunk) - Assets under management subject to carried interest were approximately **$33.0 billion**, and those subject to performance fees were approximately **$14.3 billion** as of September 30, 2021[174](index=174&type=chunk)[177](index=177&type=chunk) [Other Operating Income](index=38&type=section&id=Other%20Operating%20Income) Other operating income primarily consists of administrative fees from private investment vehicles where the company performs administrative functions without managing or advising capital - Other operating income mainly comprises administrative fees from private investment vehicles where the company provides administrative functions but does not manage or advise capital[178](index=178&type=chunk) [Expenses](index=39&type=section&id=Expenses) Expenses include employee compensation and
GCM Grosvenor(GCMG) - 2021 Q3 - Earnings Call Presentation
2021-11-10 17:38
AUM Growth - Total AUM increased by 20% to $70485 million compared to Q3 2020[2,5] - Fee-Paying AUM grew by 13% compared to Q3 2020[4] - Contracted Not Yet Fee-Paying AUM (CNYFPAUM) increased by 19% compared to Q3 2020, reaching $7921 million[2,4] Revenue and Earnings Growth - GAAP Revenue increased by 16% to $118.1 million compared to Q3 2020 and 24% to $341.0 million YTD[3] - Fee-Related Revenue increased by 11% to $86.6 million compared to Q3 2020 and 10% to $254.2 million YTD[3] - Adjusted EBITDA increased by 12% to $37.6 million compared to Q3 2020 and 24% to $98.5 million YTD[3] - Adjusted Net Income increased by 16% to $23.8 million compared to Q3 2020 and 38% to $62.0 million YTD[3] Fundraising and Performance Fees - Fundraising reached $3 billion for the quarter and $7 billion year-to-date[5] - Run-rate annual performance fees increased by 16% to $43 million compared to $37 million in Q3 2020[5] Investment and Capital Management - Firm share of investments and unrealized carried interest increased by 125% to $410 million of Net Asset Value as of September 30, 2021, compared to Q3 2020[4] - The board of directors approved an 11% increase in the firm's quarterly dividend to $0.10 per share[5]
GCM Grosvenor(GCMG) - 2021 Q2 - Quarterly Report
2021-08-11 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 10-Q __________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39716 __________________________________ GCM Grosvenor Inc. ...
GCM Grosvenor(GCMG) - 2021 Q1 - Quarterly Report
2021-05-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 10-Q __________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39716 __________________________________ GCM Grosvenor Inc ...
GCM Grosvenor(GCMG) - 2020 Q4 - Annual Report
2021-03-11 16:00
Part I [Business](index=8&type=section&id=Item%201.%20Business) GCM Grosvenor is a leading independent alternative asset management firm with **$62 billion in AUM** as of December 31, 2020, offering customized investment solutions across various strategies Assets Under Management (AUM) by Strategy as of Dec 31, 2020 | Strategy | AUM ($ Billions) | | :--- | :--- | | Private Equity | $22.8 | | Infrastructure | $6.0 | | Real Estate | $3.2 | | Alternative Credit | $11.4 | | Absolute Return Strategies | $25.2 | | **Total AUM** | **$62.0** | - The company serves over **500 institutional clients**, with the 25 largest clients having an average relationship of over 12 years, and **92%** of these top clients expanded their relationship in the last three years[29](index=29&type=chunk) - The business model is structured into Customized Separate Accounts (**$48 billion AUM**) and Specialized Funds (**$14 billion AUM**)[34](index=34&type=chunk) - As of December 31, 2020, the company had **$7.1 billion** of contracted capital not yet earning fees, expected to bolster FPAUM growth over the next several years[35](index=35&type=chunk) - The company has a strong focus on ESG and impact investing, with approximately **$16.6 billion** committed or invested in ESG-related themes since 2002[39](index=39&type=chunk)[73](index=73&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) The company faces numerous risks, including poor fund performance, COVID-19 impacts, intense competition, reputational damage, and extensive regulatory oversight - Business and Industry Risks: Poor fund performance, the impact of COVID-19, intense competition, reputational harm, and numerous conflicts of interest are key risks[197](index=197&type=chunk)[204](index=204&type=chunk)[211](index=211&type=chunk) - Fund-Related Risks: The business is affected by difficult market conditions, the subjective nature of asset valuations, the illiquidity of private market investments, and dependence on leverage and underlying fund manager performance[276](index=276&type=chunk)[289](index=289&type=chunk)[296](index=296&type=chunk) - Organizational Structure Risks: The company is a "controlled company" exempt from certain Nasdaq governance rules, with a multi-class stock structure concentrating approximately **75% of voting power** with Key Holders, and an obligation to pay **85% of certain tax benefits** under a Tax Receivable Agreement[323](index=323&type=chunk)[325](index=325&type=chunk)[328](index=328&type=chunk) - Public Company and Regulatory Risks: The company faces risks related to maintaining effective internal controls, its status as an "emerging growth company," extensive government regulation from bodies like the SEC and CFTC, and legal and regulatory uncertainty from Brexit[236](index=236&type=chunk)[252](index=252&type=chunk)[347](index=347&type=chunk) [Unresolved Staff Comments](index=72&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - There are no unresolved staff comments[376](index=376&type=chunk) [Properties](index=72&type=section&id=Item%202.%20Properties) The company does not own any material real estate, leasing its principal headquarters in Chicago, IL, under an agreement expiring September 30, 2026 - The company leases its principal headquarters in Chicago, IL, with the lease expiring on **September 30, 2026**[377](index=377&type=chunk) [Legal Proceedings](index=72&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various lawsuits in the normal course of business but does not expect any current litigation to have a material effect on its financial condition or operations - The company does not expect any current litigation to have a material effect on its financial condition or operations[378](index=378&type=chunk) [Mine Safety Disclosures](index=72&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[380](index=380&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=73&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock and warrants began trading on Nasdaq in November 2020, with **41,603,993 shares outstanding** as of March 9, 2021, and a quarterly dividend policy initiated - Class A common stock (GCMG) and warrants (GCMGW) have been listed on Nasdaq since **November 18, 2020**[382](index=382&type=chunk) - A quarterly dividend of **$0.06 per share** was declared for Q1 2021, and a dividend of **$0.08 per share** was declared for Q2 2021[384](index=384&type=chunk) - As of **March 9, 2021**, there were **41,603,993 shares** of Class A common stock outstanding[383](index=383&type=chunk) [Selected Financial Data](index=74&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is reserved and contains no information - This item is noted as '[Reserved]'[391](index=391&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=75&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For the year ended December 31, 2020, total operating revenues increased **3% to $430.0 million**, driven by a **33% rise in incentive fees**, while total operating expenses surged **42% to $470.8 million**, resulting in an operating loss of **$40.9 million** and a net loss of **$67.6 million** Results of Operations (Year Ended Dec 31) | (in thousands) | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | Total operating revenues | $429,981 | $416,394 | 3% | | - Management fees | $310,745 | $324,716 | (4)% | | - Incentive fees | $111,650 | $84,165 | 33% | | Total operating expenses | $470,839 | $331,425 | 42% | | - Employee compensation | $388,465 | $242,967 | 60% | | Operating income (loss) | $(40,858) | $84,969 | (148)% | | Net income (loss) | $(67,630) | $59,998 | (213)% | Fee-Paying AUM (FPAUM) Movement (Year Ended Dec 31, 2020) | (in millions) | Private Markets | Absolute Return | Total | | :--- | :--- | :--- | :--- | | **Beginning Balance** | **$26,477** | **$23,556** | **$50,033** | | Contributions | $3,563 | $1,625 | $5,188 | | Withdrawals | — | $(3,386) | $(3,386) | | Distributions | $(2,022) | $(256) | $(2,278) | | Change in Market Value | $(2) | $2,721 | $2,719 | | **Ending Balance** | **$27,839** | **$24,130** | **$51,969** | - Contracted, not yet fee-paying AUM increased **37% to $7.1 billion** during 2020, indicating future management fee growth potential[461](index=461&type=chunk)[463](index=463&type=chunk) Non-GAAP Financial Measures (Year Ended Dec 31) | (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Adjusted Fee Related Earnings | $95,069 | $88,094 | | Adjusted EBITDA | $147,044 | $124,821 | | Adjusted Net Income | $90,963 | $72,448 | - As of December 31, 2020, the company had **$198.1 million** in cash and cash equivalents and **$340.3 million** in outstanding long-term debt[490](index=490&type=chunk)[497](index=497&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=102&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is the sensitivity of its revenues to the fair value of its funds' investments, with **$340.3 million** in floating-rate debt exposing it to interest rate risk, which is hedged using derivatives - The company's predominant market risk is the sensitivity of its revenues (management fees, incentive fees, investment income) to the fair value of its funds' investments[549](index=549&type=chunk) - As of December 31, 2020, the company had **$340.3 million** of floating-rate debt, where a **100 basis point increase** in interest rates would increase annual interest expense by an estimated **$3.4 million**[553](index=553&type=chunk)[554](index=554&type=chunk) - The company uses interest rate swaps and collars to hedge its interest rate risk on its outstanding debt[554](index=554&type=chunk) [Financial Statements and Supplementary Data](index=105&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the company's audited consolidated financial statements for 2020, 2019, and 2018, along with the independent auditor's report and detailed notes on significant events like the November 2020 Business Combination - Includes the Report of Independent Registered Public Accounting Firm, Ernst & Young LLP, which provides an opinion on the consolidated financial statements[562](index=562&type=chunk) Consolidated Statement of Financial Condition (As of Dec 31, 2020) | (in thousands) | Amount | | :--- | :--- | | **Total Assets** | **$631,891** | | Cash and cash equivalents | $198,146 | | Investments | $166,273 | | **Total Liabilities** | **$556,167** | | Debt | $335,155 | | Payable to related parties (TRA) | $60,131 | | **Total Deficit** | **$(39,397)** | Consolidated Statement of Income (Year Ended Dec 31, 2020) | (in thousands) | Amount | | :--- | :--- | | Total operating revenues | $429,981 | | Total operating expenses | $470,839 | | **Net income (loss)** | **$(67,630)** | | Net income attributable to GCM Grosvenor Inc. | $7,507 | - The notes detail significant accounting policies, the Business Combination, the Mosaic Transaction, debt structure, and related party transactions[588](index=588&type=chunk)[694](index=694&type=chunk)[700](index=700&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=154&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - None reported[841](index=841&type=chunk) [Controls and Procedures](index=154&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020, with no material changes to internal controls reported - Disclosure controls and procedures were deemed effective as of **December 31, 2020**[843](index=843&type=chunk) - A management report on internal control over financial reporting is not included due to the transition period for newly public companies[844](index=844&type=chunk) [Other Information](index=154&type=section&id=Item%209B.%20Other%20Information) This section discloses an amendment to the employment agreement for CIO Frederick E. Pollock, effective January 1, 2021, including a one-time grant of **750,000 restricted stock units**, and the scheduling of the 2021 annual meeting of stockholders for June 2, 2021 - On **March 11, 2021**, the company amended the employment agreement for CIO Frederick E. Pollock[846](index=846&type=chunk) - Mr. Pollock is entitled to a one-time grant of **750,000 restricted stock units**[850](index=850&type=chunk) - The 2021 annual meeting of stockholders is scheduled for **June 2, 2021**[852](index=852&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=155&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section lists the company's executive officers and board of directors, including Michael Sacks (Chairman & CEO) and Jonathan Levin (President & Director), noting that as a "controlled company," GCM Grosvenor is exempt from certain Nasdaq governance requirements - The board of directors consists of seven members: Michael Sacks, Jonathan Levin, Angela Blanton, Francesca Cornelli, Stephen Malkin, Blythe Masters, and Samuel C. Scott III[853](index=853&type=chunk) - The company has an audit committee comprised of four independent directors: Angela Blanton, Francesca Cornelli, Blythe Masters, and Samuel C. Scott III[873](index=873&type=chunk) - The company has a written Code of Business Conduct and Ethics applicable to all directors, officers, and employees[869](index=869&type=chunk) [Executive Compensation](index=158&type=section&id=Item%2011.%20Executive%20Compensation) This section details the compensation for named executive officers for fiscal years 2020 and 2019, including base salary, bonuses, and significant other compensation from profit-sharing partnerships and carried interest arrangements 2020 Named Executive Officer Compensation | Name | Position | Salary ($) | Bonus ($) | All Other Comp ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Michael J. Sacks | CEO & Chairman | 3,700,000 | — | 282,540 | 3,982,540 | | Jonathan R. Levin | President | 500,000 | 861,957 | 25,097,954 | 26,459,911 | | Sandra Hurse | CHRO | 500,000 | 1,702,147 | 757,511 | 2,959,658 | | Francis Idehen | COO | 500,000 | 2,393,577 | 1,105,266 | 3,998,843 | | Frederick Pollock | CIO | 500,000 | 1,687,500 | 11,650,523 | 13,838,023 | - NEOs participate in profit-sharing through membership interests in Holdings L.L.C. and Management LLC, which provide for both fixed and discretionary distributions[888](index=888&type=chunk)[895](index=895&type=chunk) - NEOs are eligible for carried interest from certain funds, which generally vest over a multi-year period[886](index=886&type=chunk) - The company maintains the GCM Grosvenor Inc. 2020 Incentive Award Plan with **26,307,158 shares** reserved for issuance, but no awards were granted in 2020[881](index=881&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=167&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of the company's voting shares as of March 9, 2021, with Michael Sacks holding **75% of the combined voting power** through his control of various entities Security Ownership of Major Holders (as of March 9, 2021) | Beneficial Owner | Class A Common Stock (%) | Class C Common Stock (%) | Combined Voting Power (%) | | :--- | :--- | :--- | :--- | | Michael Sacks | 77.7% | 100% | 75.0% | | The Vanguard Group | 28.2% | — | 6.3% | | CF Investors | 19.8% | — | 4.4% | | Adage Capital Partners, LP | 8.4% | — | 1.9% | | Alyeska Investment Group | 7.2% | — | 1.6% | - The GCM Grosvenor Inc. 2020 Incentive Award Plan has **26,307,158 securities** available for future issuance as of December 31, 2020[930](index=930&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=169&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses several related person transactions, including using an insurance broker with director and CEO family interests, chartering private aircraft from a CEO-controlled entity, and allowing directors and executive officers to invest in GCM funds on a no-fee basis - The company utilizes an insurance broker where director Stephen Malkin has a **~35% economic interest** and CEO Michael Sacks' brother is an executive, with commissions paid to the broker totaling **$0.8 million** in 2020[943](index=943&type=chunk) - The company charters private aircraft owned by Holdings (controlled by CEO Michael Sacks), with payments totaling approximately **$0.5 million** in 2020[944](index=944&type=chunk) - Directors and executive officers are permitted to invest in GCM funds on a no-fee and no-carry basis, with aggregate investments of **$298.7 million** in 2020[946](index=946&type=chunk)[947](index=947&type=chunk) - The company is a "controlled company" as the Key Holders control approximately **75% of the combined voting power**[970](index=970&type=chunk) - The board has determined that **four of its seven directors** (Angela Blanton, Francesca Cornelli, Blythe Masters, and Samuel C. Scott III) are independent[971](index=971&type=chunk) [Principal Accountant Fees and Services](index=174&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section summarizes the fees billed by Ernst & Young LLP for 2020 and 2019, totaling **$5.67 million** and **$1.64 million** respectively, with the Audit Committee having a pre-approval policy for all services Accountant Fees (Ernst & Young LLP) | Fee Category (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Audit Fees | $1,068 | $635 | | Audit-Related Fees | $2,995 | $184 | | Tax Fees | $1,605 | $825 | | All Other Fees | — | — | | **Total Fees** | **$5,668** | **$1,644** | - The Audit Committee has a policy for pre-approving all services provided by the independent auditor[974](index=974&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=175&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements included in Item 8 and provides a comprehensive list of exhibits filed with the Annual Report on Form 10-K, including key agreements and various certifications - Provides a list of all exhibits filed with the Form 10-K, including key agreements like the Transaction Agreement, Credit Agreement, Stockholders' Agreement, and Tax Receivable Agreement[980](index=980&type=chunk)[981](index=981&type=chunk)[982](index=982&type=chunk) - Certifications by the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are included as exhibits[983](index=983&type=chunk) [Form 10-K Summary](index=179&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is noted as "None," indicating no summary is provided - None[985](index=985&type=chunk)
GCM Grosvenor(GCMG) - 2020 Q3 - Quarterly Report
2020-11-20 22:26
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission File Number: 001-39716 GCM Grosvenor Inc. (Exact Name of Registrant as Specified in its Charter) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaw ...