GCM Grosvenor Inc. [GCMG] Filings

10-Q 1 gcm-20220331.htm 10-Q gcm-20220331

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, 2022


☐			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)

__________________________________

Delaware

85-2226287

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

900 North Michigan Avenue, Suite 1100

Chicago, IL

60611

(Address of principal executive offices)

(Zip Code)

312-506-6500

(Registrant's telephone number, including area code)

N/A

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

__________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	GCMG	The Nasdaq Stock Market LLC
Warrants to purchase shares of Class A common stock	GCMGW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 6, 2022, there were 43,598,833 shares of the registrant’s Class A common stock, par value $0.0001 per share, outstanding and 144,235,246 shares of the registrant’s Class C common stock, par value $0.0001 per share, outstanding.

Table of Contents


		Page
Part I - Financial Information
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Statements of Financial Condition as of March 3 1 , 202 2 and December 31, 202 1	4
	Condensed Consolidated Statements of Income for the Three Months Ended March 3 1 , 202 2 and 202 1	5
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended Marc h 3 1 , 202 2 and 202 1	6
	Condensed Consolidated Statements of Equity (Deficit) for the Three Months Ended March 3 1 , 202 2 and 202 1	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 2 and 202 1	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	43

Part II - Other Information
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
Signatures		47

BASIS OF PRESENTATION

As used in this Quarterly Report on Form 10-Q, unless as the context requires otherwise, as used herein, references to “GCM,” the “Company,” “we,” “us,” and “our,” and similar references refer collectively to GCM Grosvenor Inc. and its consolidated subsidiaries.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to:

•“AUM” are to assets under management;

•“CFAC” are to CF Finance Acquisition Corp., a Delaware corporation;

•“CF Sponsor” are to CF Finance Holdings, LLC, a Delaware limited liability company;

•“clients” are to persons who invest in our funds, even if such persons are not deemed clients of our registered investment adviser subsidiaries for purposes of the Investment Advisers Act 1940, as amended;

•“Class A common stock” are to our Class A common stock, par value $0.0001 per share;

•“Class B common stock” are to our Class B common stock, par value $0.0001 per share;

•“Class C common stock” are to our Class C common stock, par value $0.0001 per share;

•“FPAUM” are to fee-paying AUM;

•“GCMG” are to GCM Grosvenor Inc., which was incorporated in Delaware as a wholly owned subsidiary of Grosvenor Capital Management Holdings, LLLP, formed for the purpose of completing the Transaction. Pursuant to the Transaction, Grosvenor Capital Management Holdings, LLLP cancelled its shares in GCM Grosvenor Inc. no longer making GCM Grosvenor Inc. a wholly owned subsidiary of Grosvenor Capital Management Holdings, LLLP;

•“GCM Grosvenor” are to GCMH, its subsidiaries, and GCM, L.L.C.;

•“GCM V” are to GCM V, LLC, a Delaware limited liability company;

•“GCMH” are to Grosvenor Capital Management Holdings, LLLP, a Delaware limited liability limited partnership;

•“GCM Funds” and “our funds” are to GCM Grosvenor’s specialized funds and customized separate accounts;

•“GCMH Equityholders” are to Holdings, Management LLC, Holdings II and Progress Subsidiary;

•“Grosvenor common units” are to units of partnership interests in GCMH entitling the holder thereof to the distributions, allocations, and other rights accorded to holders of partnership interests in GCMH;

•“Holdings” are to Grosvenor Holdings, L.L.C., an Illinois limited liability company;

•“Holdings II” are to Grosvenor Holdings II, L.L.C., a Delaware limited liability company;

•“IntermediateCo” are to GCM Grosvenor Holdings, LLC (formerly known as CF Finance Intermediate Acquisition, LLC), a Delaware limited liability company;

•“Management LLC” are to GCM Grosvenor Management, LLC, a Delaware limited liability company;

•“Mosaic” are to Mosaic Acquisitions 2020, L.P.;

•“NAV” are to net asset value;

•“Progress Subsidiary” are to GCM Progress Subsidiary LLC, a Delaware limited liability company;

•“Transaction” are to the transactions contemplated by the Transaction Agreement;

•“Transaction Agreement” are to the definitive transaction agreement, dated as of August 2, 2020, by and among CFAC, IntermediateCo, the CF Sponsor, GCMH, the GCMH Equityholders, GCMH GP, L.L.C., GCM V and us; and

•“TRA Parties” are to the GCMH LLLP Equityholders, and their successors and assigns with respect to the Tax Receivable Agreement (“TRA”).

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including, but not limited to, statements regarding our future results of operations or financial condition; business strategy and plans; market opportunity; and expectations regarding the impact of COVID-19 may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth and our objectives for future operations.

The forward-looking statements in this Quarterly Report on Form 10-Q are only current expectations and predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the historical performance of GCM Grosvenor’s funds may not be indicative of GCM Grosvenor’s future results; risks related to redemptions and termination of engagements; the effect of the COVID-19 pandemic on GCM Grosvenor’s business; the variable nature of GCM Grosvenor’s revenues; competition in GCM Grosvenor’s industry; effects of government regulation or compliance failures; market, geopolitical and economic conditions; the potential or actual outbreak of war or other hostilities, such as Russia’s invasion of Ukraine in February 2022; identification and availability of suitable investment opportunities; risks related to the performance of GCM Grosvenor’s investments; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and other filings with the Securities and Exchange Commission. The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GCM Grosvenor Inc.

Condensed Consolidated Statements of Financial Condition

(In thousands, except share and per share amounts)


	As of
	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Cash and cash equivalents	$	76,510	$	96,185
Management fees receivable	18,195		21,693
Incentive fees receivable	15,602		91,601
Due from related parties	10,647		11,777
Investments	232,668		226,345
Premises and equipment, net	5,283		5,411
Lease right-of-use assets	14,877		—
Intangible assets, net	5,677		6,256
Goodwill	28,959		28,959
Deferred tax assets, net	67,881		68,542
Other assets	40,909		24,855
Total assets	517,208		581,624
Liabilities and Equity (Deficit)
Accrued compensation and benefits	16,754		98,132
Employee related obligations	31,573		30,397
Debt	389,791		390,516
Payable to related parties pursuant to the tax receivable agreement	59,358		59,366
Lease liabilities	19,158		—
Warrant liabilities	28,315		30,981
Accrued expenses and other liabilities	25,560		28,033
Total liabilities	570,509		637,425
Commitments and contingencies (Note 14)

Preferred stock, $0.0001 par value, 100,000,000 shares authorized, none issued	—		—
Class A common stock, $0.0001 par value, 700,000,000 authorized; 43,741,355 and 43,964,090 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	4		4
Class B common stock, $0.0001 par value, 500,000,000 authorized, none issued	—		—
Class C common stock, $0.0001 par value, 300,000,000 authorized; 144,235,246 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	14		14
Additional paid-in capital	2,859		1,501
Accumulated other comprehensive income (loss)	3,014		(1,007)
Retained earnings	(26,093)		(26,222)
Total GCM Grosvenor Inc. deficit	(20,202)		(25,710)
Noncontrolling interests in subsidiaries	91,491		96,687
Noncontrolling interests in GCMH	(124,590)		(126,778)
Total deficit	(53,301)		(55,801)
Total liabilities and equity (deficit)	$	517,208	$	581,624

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except share and per share amounts)


	Three Months Ended March 31,

	2022		2021
Revenues
Management fees	$	92,110	$	82,625
Incentive fees	11,992		18,214
Other operating income	1,026		2,380
Total operating revenues	105,128		103,219
Expenses
Employee compensation and benefits	65,905		83,353
General, administrative and other	21,258		24,532
Total operating expenses	87,163		107,885
Operating income (loss)	17,965		(4,666)
Investment income	10,860		13,048
Interest expense	(5,284)		(4,491)
Other income	1		1,317
Change in fair value of warrant liabilities	2,022		14,057
Net other income	7,599		23,931
Income before income taxes	25,564		19,265
Provision (benefit) for income taxes	2,333		(663)
Net income	23,231		19,928
Less: Net income attributable to redeemable noncontrolling interest	—		8,089
Less: Net income attributable to noncontrolling interests in subsidiaries	4,836		8,589
Less: Net income attributable to noncontrolling interests in GCMH	13,669		703
Net income attributable to GCM Grosvenor Inc.	$	4,726	$	2,547

Earnings (loss) per share of Class A common stock:
Basic	$	0.11	$	0.06
Diluted	$	0.08	$	(0.05)
Weighted average shares of Class A common stock outstanding:
Basic	44,593,746		42,084,366
Diluted	189,666,053		188,872,053

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)



	Three Months Ended March 31,
	2022		2021
Net income	$	23,231	$	19,928
Other comprehensive income (loss):
Net change in cash flow hedges	18,334		3,679
Foreign currency translation adjustment	(765)		(615)
Total other comprehensive income	17,569		3,064
Comprehensive income before noncontrolling interests	40,800		22,992
Less: Comprehensive income attributable to redeemable noncontrolling interest	—		8,089
Less: Comprehensive income attributable to noncontrolling interests in subsidiaries	4,836		8,589
Less: Comprehensive income attributable to noncontrolling interests in GCMH	27,140		3,075
Comprehensive income attributable to GCM Grosvenor Inc.	$	8,824	$	3,239

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Equity (Deficit)

(Unaudited)

(In thousands)


	Class A Common Stock		Class C Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Noncontrolling Interests in GCMH		Total Equity (Deficit)		Redeemable Noncontrolling Interest
Balance at December 31, 2020	$	4	$	14	$	2,705	$	(29,832)	$	(2,233)	$	94,013	$	(146,861)	$	(82,190)	$	115,121

Capital contributions from noncontrolling interests in subsidiaries	—		—		—		—		—		1,083		—		1,083		—
Capital distributions paid to noncontrolling interests	—		—		—		—		—		(7,527)		—		(7,527)		—
Capital distributions paid to redeemable noncontrolling interest	—		—		—		—		—		—		—		—		(5,750)
Issuance of Class A common stock due to exercised warrants	—		—		5,252		—		—		—		18,064		23,316		—
Partners’ distributions	—		—		—		—		—		—		(11,687)		(11,687)		—
Deemed contributions	—		—		—		—		—		—		4,903		4,903		—
Net change in cash flow hedges	—		—		—		—		831		—		2,848		3,679		—
Translation adjustment	—		—		—		—		(139)		—		(476)		(615)		—
Equity-based compensation	—		—		6,023		—		—		—		20,609		26,632		—
Declared dividends	—		—		—		(6,548)		—		—		—		(6,548)		—
Deferred tax and other tax adjustments	—		—		(60)		—		(29)		—		—		(89)		—
Net income	—		—		—		2,547		—		8,589		703		11,839		8,089
Balance at March 31, 2021	$	4	$	14	$	13,920	$	(33,833)	$	(1,570)	$	96,158	$	(111,897)	$	(37,204)	$	117,460


	Class A Common Stock		Class C Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests in Subsidiaries		Noncontrolling Interests in GCMH		Total Equity (Deficit)
Balance at December 31, 2021	$	4	$	14	$	1,501	$	(26,222)	$	(1,007)	$	96,687	$	(126,778)	$	(55,801)

Capital contributions from noncontrolling interests in subsidiaries	—		—		—		—		—		187		—		187
Capital distributions paid to noncontrolling interests	—		—		—		—		—		(10,219)		—		(10,219)

Repurchase of Class A common stock	—		—		(569)		—		—		—		(1,872)		(2,441)
Settlement of equity-based compensation in satisfaction of withholding tax requirements	—		—		(138)		—		—		—		(454)		(592)
Partners’ distributions	—		—		—		—		—		—		(36,401)		(36,401)
Deemed contributions	—		—		—		—		—		—		7,115		7,115
Net change in cash flow hedges	—		—		—		—		4,276		—		14,058		18,334
Translation adjustment	—		—		—		—		(178)		—		(587)		(765)
Equity-based compensation	—		—		2,074		—		—		—		6,824		8,898
Declared dividends	—		—		—		(4,761)		—		—		—		(4,761)
Deferred tax and other tax adjustments	—		—		(9)		—		(77)		—		—		(86)
Equity reallocation between controlling and non-controlling interests	—		—		—		164		—		—		(164)		—
Net income	—		—		—		4,726		—		4,836		13,669		23,231
Balance at March 31, 2022	$	4	$	14	$	2,859	$	(26,093)	$	3,014	$	91,491	$	(124,590)	$	(53,301)

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities
Net income	$	23,231	$	19,928
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	978		1,056
Equity-based compensation	8,898		26,632
Deferred taxes	640		865
Other non-cash compensation	84		941
Partnership interest-based compensation	7,115		4,903
Amortization of debt issuance costs	275		261
Amortization of terminated swap	1,341		536
Loss on extinguishment of debt	—		675
Change in fair value of derivatives	—		212
Change in fair value of warrant liabilities	(2,022)		(14,057)
Amortization of deferred rent	24		(397)
Proceeds received from investments	8,044		3,894
Non-cash investment income	(10,860)		(13,048)
Other	2		28
Change in assets and liabilities:
Management fees receivable	3,454		(1,429)
Incentive fees receivable	75,999		43,489
Due from related parties	1,130		2,813
Lease right-of-use assets and lease liabilities, net	(404)		—
Other assets	38		20,992
Accrued compensation and benefits	(80,279)		(54,393)
Employee related obligations	(310)		563
Accrued expenses and other liabilities	3,065		(28,673)
Net cash provided by operating activities	40,443		15,791
Cash flows from investing activities
Purchases of premises and equipment	(285)		(55)
Proceeds from assignment of aircraft share interest	—		1,337
Contributions/subscriptions to investments	(6,702)		(8,207)
Distributions from investments	3,195		2,926
Net cash used in investing activities	(3,792)		(3,999)
Cash flows from financing activities
Capital contributions received from noncontrolling interests	187		1,083
Capital distributions paid to partners and member	(36,401)		(11,687)
Capital distributions paid to noncontrolling interests	(10,219)		(13,277)


Principal payments on senior loan	(1,000)		(50,259)


Debt issuance costs	—		(851)

Payments to repurchase Class A common stock	(2,441)		—
Proceeds from exercise of warrants	—		24,465
Payments to repurchase warrants	(643)		—
Settlement of equity-based compensation in satisfaction of withholding tax requirements	(592)		—
Dividends paid	(4,391)		(2,478)
Net cash used in financing activities	(55,500)		(53,004)
Effect of exchange rate changes on cash	(826)		(661)
Net decrease in cash and cash equivalents	$	(19,675)	$	(41,873)
Cash and cash equivalents
Beginning of period	96,185		198,146
End of period	$	76,510	$	156,273
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	3,612	$	3,622
Cash paid during the period for income taxes	$	770	$	678
Supplemental disclosure of non-cash information from financing activities
Deemed contributions from GCMH Equityholders	$	7,115	$	4,903
Establishment of deferred tax assets, net related to tax receivable agreement and the Transaction	$	(9)	$	(60)
Dividends declared but not paid	$	1,343	$	4,070

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

1. Organization

GCM Grosvenor Inc. (“GCMG”) and its subsidiaries including Grosvenor Capital Management Holdings, LLLP (the “Partnership” or “GCMH” and collectively, the “Company”), provide comprehensive investment solutions to primarily institutional clients who seek allocations to alternative investments such as hedge fund strategies, private equity, real estate, infrastructure and strategic investments. The Company collaborates with its clients to construct investment portfolios across multiple investment strategies in the private and public markets, customized to meet their specific objectives. The Company also offers specialized commingled funds which span the alternatives investing universe that are developed to meet broad market demands for strategies and risk-return objectives.

The Company, through its subsidiaries acts as the investment adviser, general partner or managing member to customized funds and commingled funds (collectively, the “GCM Funds”).

GCMG was incorporated on July 27, 2020 under the laws of the State of Delaware for the purpose of consummating the Transaction and merging with CF Finance Acquisition Corp. (“CFAC”), which was incorporated on July 9, 2014 under the laws of the State of Delaware. GCMG owns all of the equity interests of GCM Grosvenor Holdings, LLC (“IntermediateCo”), formerly known as CF Finance Intermediate Acquisition, LLC until November 18, 2020, which is the general partner of GCMH subsequent to the Transaction. GCMG’s ownership (through IntermediateCo) of GCMH as of March 31, 2022 and December 31, 2021 was approximately 23.3% and 23.4%, respectively.

GCMH is a holding company operated pursuant to the Fifth Amended and Restated Limited Liability Limited Partnership Agreement (the “Partnership Agreement”) dated November 17, 2020, among the limited partners including Grosvenor Holdings, L.L.C. (“Holdings”), Grosvenor Holdings II, L.L.C. (“Holdings II”) and GCM Grosvenor Management, LLC (“Management LLC”) (collectively, together with GCM Progress Subsidiary LLC, the “GCMH Equityholders”).

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all necessary adjustments (which consists of only normal recurring items) have been made to fairly present the Condensed Consolidated Financial Statements for the interim periods presented. Results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”).

The Company is an “emerging growth company” (“EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), following the consummation of the merger of CFAC and the Company. The Company has elected to use this extended transition period for complying with new or revised accounting standards, pursuant to Section 102(b)(1) of the JOBS Act, that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition periods provided by the JOBS Act. As result of this election, its consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Continuing Impact of COVID-19

The COVID-19 pandemic and the subsequent spread of multiple variants has continued to impact the global economy and financial markets. Given the amount of uncertainty currently regarding the scope and duration of the COVID-19 pandemic, the Company is unable to predict the precise impact the COVID-19 pandemic will have on the Company’s consolidated financial statements. In line with public markets and credit indices, the Company’s investments may be adversely impacted.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

Fair Value Measurements

The Company categorizes its fair value measurements according to a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are defined as follows:

•Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

•Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

•Level 3 – Inputs that are unobservable.

Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available under the circumstances.

The carrying amounts of cash and cash equivalents and fees receivable approximate fair value due to the immediate or short-term maturity of these financial instruments.

Investments

Investments primarily consist of investments in GCM Funds and other funds the Company does not control, but is deemed to exert significant influence, and are generally accounted for using the equity method of accounting. Under the equity method of accounting, the Company records its share of the underlying income or loss of such entities, which reflects the net asset value of such investments. Management believes the net asset value of the funds is representative of fair value. The resulting unrealized gains and losses are included as investment income in the Condensed Consolidated Statements of Income.

The Company’s equity method investments in the GCM Funds investing in private equity, real estate and infrastructure (“GCM PEREI Funds”) are valued based on the most recent available information, which typically has a delay of up to three months due to the timing of financial information received from the investments held by the GCM PEREI Funds. The Company records its share of capital contributions to and distributions from the GCM PEREI Funds within investments in the Condensed Consolidated Statements of Financial Condition during the three-month lag period. To the extent that management is aware of material events that affect the GCM PEREI Funds during the intervening period, the impact of the events would be disclosed in the notes to the Condensed Consolidated Financial Statements.

For certain other debt investments, the Company has elected the fair value option. Such election is irrevocable and is made at the investment level at initial recognition. The debt investments are not publicly traded and are a Level 3 fair value measurement. For investments carried at fair value, the Company records the increase or decrease in fair value as investment income in the Condensed Consolidated Statements of Income. See Note 6 for additional information regarding the Company’s other investments.

Leases

The Company’s leases primarily consist of operating lease agreements for office space in various countries around the world, including for its headquarters in Chicago, Illinois. On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) on a prospective basis. As a result, prior periods were not adjusted. The new standard requires lessees to use a right-of-use (“ROU”) model where lease ROU assets and lease liabilities are recorded on the Condensed Consolidated Statements of Financial Condition for all operating leases with initial terms exceeding one year. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s remaining minimum lease obligations. The Company made a permitted accounting policy election not to apply the ROU model to short-term leases, which are defined as leases with initial terms of one year or less.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

The Company determines whether a contract contains a lease at inception. Lease ROU assets and lease liabilities are initially recognized on the lease commencement date based on the present value of the minimum lease payments over the lease term. When determining the lease term, the Company generally does not include options to renew as it is not reasonably certain at contract inception that the Company will exercise the option(s). The implicit rate is not generally readily determinable, so the Company uses its incremental borrowing rate to determine the present value of future minimum lease payments. Lease ROU assets may include initial direct costs incurred by the Company and are reduced by lease incentives. Operating lease expense is recognized on a straight-line basis over the lease term within general, administrative and other in the Condensed Consolidated Statements of Income.

Recently Issued Accounting Standards

Recently Issued Accounting Standards – Adopted in Current Reporting Period

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842), which requires that operating leases be recorded as assets and liabilities in the statement of financial position, among other changes. The amendments in this ASU are effective for public business entities for annual reporting periods beginning after December 15, 2018. On June 3, 2020, the FASB extended the adoption date for all other entities to annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2022 on a prospective basis. Adoption increased both the Company’s assets and liabilities for the recorded lease ROU and lease liability, with no material impact to the Company’s Condensed Consolidated Statements of Income as expense for operating leases continues to be recognized on a straight-line basis. The Company elected to apply practical expedients provided in the guidance to not reassess: (1) whether expired or existing contracts are or contain leases, (2) existing lease classification and (3) initial direct costs. On adoption, the Company recognized approximately $16 million of lease ROU assets and approximately $21 million of lease liabilities related to its operating leases in its Condensed Consolidated Financial Statements, including approximately $5 million that was reclassified from accrued rent (included in accrued expenses and other liabilities in the Condensed Consolidated Statements of Financial Condition as of December 31, 2021) to lease liabilities.

Recently Issued Accounting Standards – To be Adopted in Future Periods

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which modifies ASC 740 to simplify the accounting for income taxes. The guidance, among other changes, (i) provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and (ii) provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted. The Company will defer adoption until the guidance is effective for non-public entities, as the Company currently qualifies as an EGC and has elected to take advantage of the extended transition period afforded to EGCs as it applies to the adoption of new accounting standards. The method of adoption varies for the updates included in the ASU. The Company is evaluating this guidance but currently expects that adoption will not have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. This guidance is for public business entities that are an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, with fiscal years beginning after December 15, 2019. On March 9, 2020, the FASB extended the adoption date for all other entities to annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating this guidance but currently expects that adoption will not have a material impact on its consolidated financial statements.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

3. Mosaic Transaction

Prior to Amendment and Exercise of Mosaic Call Right

Effective January 1, 2020, the Partnership and several subsidiaries, (collectively, the “Seller”) entered into a Purchase and Sale Agreement (“Agreement”) and issued certain limited partnership interests in several subsidiaries (“Carry Plan Entities”) to Mosaic Acquisitions 2020, L.P. (“Mosaic”). In addition, Mosaic also acquired the rights to receive a percentage of carried interest from certain GCM Funds and agreed to provide additional funding under certain circumstances up to a maximum amount as defined in the Agreement (collectively, the “Mosaic Transaction”). Mosaic issued Class A and Class B equity interests to GCMH, Holdings and Mosaic Feeder, L.P. (“Mosaic Feeder”). The Partnership served as the general partner of Mosaic, which was consolidated as the Partnership holds a controlling financial interest in Mosaic. Mosaic Feeder was beneficially owned by Lakeshore Investments GP, LLC (“Lakeshore”), a related party, and an unaffiliated third-party investor (“Mosaic Counterparty”) and was not consolidated.

On December 31, 2020, the Company paid $2.6 million to Mosaic Feeder for the right, but not the obligation, to require Mosaic Feeder to sell to GCMH all of the Class A and Class B equity interests held by Mosaic Feeder in Mosaic (the “Mosaic Call Right”) for a purchase price equal to the greater of 1.3x its investment or a 12% internal rate of return on its investment.

Further, Mosaic Counterparty had the right, but not the obligation, to require the Partnership to acquire all of the Class A and Class B Interests held by Mosaic Feeder in Mosaic (the “Put Option”) for a purchase price equal to Mosaic Counterparty receiving the greater of 1.3x of its investment or a 12% internal rate of return on its investment (the “Put Price”). The Put Option could only be exercised if a Triggering Event as defined in the Agreement occurred, which management had deemed to be remote. If the Partnership declined to pay the Put Price, Mosaic Counterparty may either step in and act as the general partner of Mosaic and control Mosaic until Mosaic Counterparty recoups the Put Price or effect a transfer of the underlying assets of Mosaic to Mosaic Counterparty.

Management determined that the Mosaic Transaction should be evaluated under the guidance in ASC 810 and concluded that Mosaic was accounted for as a variable interest entity (“VIE”). The Partnership was deemed the primary beneficiary and therefore consolidated Mosaic. In addition, the Partnership concluded that the Put Option was embedded in an equity host contract but did not meet the net settlement criterion of an embedded derivative and therefore no separate accounting was required. However, as the Put Option was not solely within the control of the Partnership, the noncontrolling interest related to Mosaic had been classified as mezzanine equity.

Amendment and Exercise of Mosaic Call Right

The terms of the Mosaic Call Right were amended and the purchase price was reduced to 1.225x the investment for the period through July 15, 2021 in exchange for the Company bearing certain interim funding costs of Mosaic Feeder. On July 2, 2021, GCMH exercised the amended Mosaic Call Right to purchase the interest in Mosaic for a net purchase price of $165.0 million inclusive of distributions through the closing date but net of $19.5 million of consolidated Mosaic cash to fund investments and option premiums. GCMH’s purchase resulted in the interest previously held by Mosaic Counterparty no longer being accounted for as a redeemable noncontrolling interest of the Company following July 2, 2021. As the Company continues to consolidate Mosaic, the transaction was accounted for as an equity transaction without a change in control at the July 2, 2021 net carrying value, including associated tax impacts. As a result, $14.0 million was recorded as a reduction to additional paid-in capital and $47.5 million was recorded as a reduction to noncontrolling interests in GCMH on the Company’s Condensed Consolidated Statements of Equity (Deficit) in the third quarter of 2021.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

4. Revenue

For the three months ended March 31, 2022 and 2021, management fees and incentive fees consisted of the following:


	Three Months Ended March 31,
Management fees	2022		2021
Management fees, net	$	89,552	$	80,265
Fund expense reimbursement revenue	2,558		2,360
Total management fees	$	92,110	$	82,625


	Three Months Ended March 31,
Incentive fees	2022		2021
Performance fees	$	1,001	$	6,113
Carried interest	10,991		12,101
Total incentive fees	$	11,992	$	18,214

The Company recognized revenues of $0.4 million and $1.0 million during the three months ended March 31, 2022 and 2021, respectively, that were previously received and deferred at the beginning of the respective periods.

5. Investments

Investments consist of the following:


	As of
	March 31, 2022		December 31, 2021
Equity method investments	$	220,868	$	214,153
Other investments	11,800		12,192
Total investments	$	232,668	$	226,345

As of March 31, 2022 and December 31, 2021, the Company held investments of $232.7 million and $226.3 million, respectively, of which $84.2 million and $88.0 million were owned by noncontrolling interest holders, respectively. Future net income (loss) and cash flow from investments held by noncontrolling interest holders will not be attributable to the Company.

See Note 6 for fair value disclosures of certain investments held within other investments.

6. Fair Value Measurements

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis and level of inputs used for such measurements as of March 31, 2022 and December 31, 2021:

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)


	Fair Value as of March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	1,211	$	—	$	—	$	1,211
Interest rate derivatives	—		19,689		—		19,689
Other investments	—		—		10,632		10,632
Total assets	$	1,211	$	19,689	$	10,632	$	31,532

Liabilities
Public warrants	$	26,803	$	—	$	—	$	26,803
Private warrants	—		—		1,512		1,512
Total liabilities	$	26,803	$	—	$	1,512	$	28,315


	Fair Value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	27,209	$	—	$	—	$	27,209
Interest rate derivatives	—		2,695		—		2,695
Other investments	—		—		11,010		11,010
Total assets	$	27,209	$	2,695	$	11,010	$	40,914

Liabilities
Public warrants	$	29,397	$	—	$	—	$	29,397
Private warrants	—		—		1,584		1,584
Total liabilities	$	29,397	$	—	$	1,584	$	30,981

Money Market Funds

Money market funds are valued using quoted market prices and are included in cash and cash equivalents in the Condensed Consolidated Statements of Financial Condition.

Interest Rate Derivatives

Management determines the fair value of its interest rate derivative agreements based on the present value of expected future cash flows based on observable future LIBOR rates applicable to each swap contract using linear interpolation, inclusive of the risk of non-performance, using a discount rate appropriate for the duration.

Other Investments

Investments in the subordinated notes of a structured alternatives investment solution are not publicly traded and are classified as Level 3. Management determines the fair value of these other investments using a discounted cash flow analysis (“Cash Flow Analysis”). These positions were classified as Level 3 as of March 31, 2022 and December 31, 2021 because of the use of significant unobservable inputs in the Cash Flow Analysis as follows:

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

March 31, 2022

December 31, 2021

Impact to Valuation from an Increase in Input2

Significant Unobservable Inputs1

Range

Weighted Average

Range

Weighted Average

Discount rate3

24.0% – 25.0%

N/A

25.0%

N/A

Decrease

Expected term (years)

10 – 15

N/A

10 – 15

N/A

Decrease

Expected return – liquid assets

3.0% - 7.0%

4.7

3.0% - 7.0%

4.9

Increase

Expected total value to paid in capital –
private assets

1.20x – 2.65x

1.90x

1.20x – 2.65x

1.90x

Increase

1.In determining these inputs, management considers the following factors including, but not limited to: liquidity, estimated yield, capital deployment, diversified multi-strategy appreciation, expected net multiple of investment capital across Private Assets investments, annual operating expenses, as well as investment guidelines such as concentration limits, position size, and investment periods.

2.Unless otherwise noted, this column represents the directional change in fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect.

3.The discount rate was based on the relevant benchmark rate, spread, and yield migrations on related securitized assets.

4.Inputs were weighted based on actual and estimated expected return included in the range.

5.Inputs were weighted based on the actual and estimated commitments to the respective private asset investments included in the range.

The resulting fair value of $10.6 million and $11.0 million was recorded within investments in the Condensed Consolidated Statements of Financial Condition as of March 31, 2022 and December 31, 2021, respectively.

The following table presents changes in Level 3 assets measured at fair value for the three months ended March 31, 2022:


	Three Months Ended March 31, 2022
Balance at beginning of period	$	11,010


Change in fair value	(378)
Balance at end of period	$	10,632

Public Warrants

The public warrants are valued using quoted market prices on the Nasdaq Stock Market LLC under the ticker GCMGW.

Private Warrants

The private warrants were classified as Level 3 as of March 31, 2022 and December 31, 2021 because of the use of significant unobservable inputs in the valuation, however the overall private warrant valuation and change in fair value are not material to the condensed consolidated financial statements.

The valuations for the private warrants were determined to be $1.68 and $1.76 per unit as of March 31, 2022 and December 31, 2021, respectively. The resulting fair value of $1.5 million and $1.6 million was recorded within warrant liabilities in the Condensed Consolidated Statements of Financial Condition as of March 31, 2022 and December 31, 2021, respectively. See Note 8 for additional information regarding the warrant activity for the three months ended March 31, 2022.

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2022 and 2021:


	Three Months Ended March 31,
	2022		2021
Balance at beginning of period	$	(1,584)	$	(6,372)

Change in fair value	72		1,944
Balance at end of period	$	(1,512)	$	(4,428)

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

7. Equity

The following table shows a rollforward of the common stock outstanding since December 31, 2021:


	Class A common stock	Class B common stock	Class C common stock
December 31, 2021	43,964,090	—	144,235,246
Exercise of warrants	20	—	—
Net shares delivered for vested RSUs	15,477	—	—
Repurchase of Class A Shares	(238,232)	—	—
March 31, 2022	43,741,355	—	144,235,246

As of March 31, 2022, 1,895,592 RSUs were vested, but not yet delivered, and are therefore not yet included in outstanding Class A common stock.

Dividends are reflected in the Condensed Consolidated Statements of Equity (Deficit) when declared by the Board of Directors. The table below summarizes dividends declared to date during 2022:

Declaration Date

Dividend per Common Share

Record Date

Payment Date

February 10, 2022

$0.10

March 1, 2022

March 15, 2022

May 5, 2022

$0.10

June 1, 2022

June 15, 2022

Dividend equivalent payments of $1.3 million were accrued for holders of RSUs as of March 31, 2022. Distributions to partners represent distributions made to GCMH Equityholders.

On August 6, 2021, the Company’s Board of Directors authorized a stock repurchase plan of up to an aggregate of $25.0 million, excluding fees and expenses, which may be used to repurchase shares of the Company’s outstanding Class A common stock and warrants to purchase shares of Class A common stock, as well as to reduce shares of Class A common stock to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under our 2020 Incentive Award Plan (and any successor equity plan thereto). Class A common stock and warrants may be repurchased from time to time in open market transactions, in privately negotiated transactions, pursuant to the requirements of Rule 10b5-1 and Rule 10b-18 of the Exchange Act, or otherwise, with the terms and conditions of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company is not obligated under the terms of the plan to repurchase any of its Class A common stock or warrants, the program has no expiration date and the Company may suspend or terminate the program at any time without prior notice. Any shares of Class A common stock and any warrants repurchased as part of this program will be canceled. On February 10, 2022, the Company’s Board of Directors increased its stock repurchase authorization for shares and warrants by $20.0 million, from $25.0 million to $45.0 million.

In the three months ended March 31, 2022, the Company is deemed to have repurchased 61,012 shares withheld in connection with the payment of tax liabilities on behalf of employees upon the settlement of vested RSUs for $0.6 million, or an average of $9.71 per share. In the three months ended March 31, 2022, the Company repurchased 452,681 public warrants to purchase shares of Class A common stock for $0.6 million, or an average of $1.42 per warrant and 238,232 shares of Class A common stock for $2.4 million, or an average of $10.25 per share. As of March 31, 2022, the Company had $32.2 million remaining under the stock repurchase plan.

On May 5, 2022, the Company’s Board of Directors increased its stock repurchase authorization for shares and warrants by $20 million, from $45 million to $65 million.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

8. Warrants

The following table shows public and private warrants outstanding for the three months ended March 31, 2022:



	Public Warrants	Private Warrants	Total
Outstanding, beginning of period	19,597,764	900,000	20,497,764
Exercises of warrants	(20)	—	(20)

Repurchases	(452,681)	—	(452,681)
Outstanding, end of period	19,145,063	900,000	20,045,063

Pursuant to the stock repurchase plan described in Note 7, during the three months ended March 31, 2022, the Company repurchased 452,681 public warrants for $0.6 million, or an average of $1.42 per warrant.

9. Variable Interest Entities

The Company consolidates certain VIEs in which it is determined that the Company is the primary beneficiary.

The Company holds variable interests in certain entities that are VIEs which are not consolidated, as it is determined that the Company is not the primary beneficiary. The Company’s involvement with such entities is generally in the form of direct equity interests in, and fee arrangements with, the entities in which it also serves as the general partner or managing member. The Company evaluated its variable interests in the VIEs and determined it is not considered the primary beneficiary of the entities primarily because it does not have interests in the entities that could potentially be significant. No reconsideration events that caused a change in the Company’s consolidation conclusions occurred during either the three months ended March 31, 2022 or the year ended December 31, 2021. As of March 31, 2022 and December 31, 2021, the total unfunded commitments from the special limited partner and general partners to the unconsolidated VIEs were $34.7 million and $34.7 million, respectively. These commitments are the primary source of financing for the unconsolidated VIEs.

The following table sets forth certain information regarding the VIEs in which the Company holds a variable interest but does not consolidate. The assets recognized on the Company’s Condensed Consolidated Statements of Financial Condition related to the Company’s interests in and management fees, incentive fees and third party costs receivables from these non-consolidated VIEs. The Company’s maximum exposure to loss relating to non-consolidated VIEs as of March 31, 2022 and December 31, 2021 were as follows:


	As of
	March 31, 2022		December 31, 2021
Investments	$	105,568	$	104,609
Receivables	12,719		13,554
Maximum exposure to loss	$	118,287	$	118,163

The above table includes investments in VIEs which are owned by noncontrolling interest holders of approximately $47.1 million and $50.4 million as of March 31, 2022 and December 31, 2021, respectively.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

10. Employee Compensation and Benefits

For the three months ended March 31, 2022 and 2021, employee compensation and benefits consisted of the following:


	Three Months Ended March 31,
	2022		2021
Cash-based employee compensation and benefits	$	41,376	$	41,780
Equity-based compensation	9,881		27,036
Partnership interest-based compensation	7,115		4,903
Carried interest compensation	5,855		6,860
Cash-based incentive fee related compensation	1,594		1,833
Other non-cash compensation	84		941
Total employee compensation and benefits	$	65,905	$	83,353

Partnership Interest in Holdings, Holdings II and Management LLC

Payments to the employees for partnership interest awards are made by Holdings, Holdings II and Management LLC. As a result, the Company records a non-cash profits interest compensation charge and an offsetting deemed contribution to equity (deficit) to reflect the payments made by the GCMH Equityholders. As the payments are made by Holdings, Holdings II and Management LLC, the expense that is pushed down to GCMH and the offsetting deemed contribution are each attributed solely to noncontrolling interest in GCMH. Any liability related to the awards is recognized at Holdings, Holdings II or Management LLC as Holdings, Holdings II or Management LLC is the party responsible for satisfying the obligation, and is not shown in the Company’s Condensed Consolidated Financial Statements. The Company has recorded deemed contributions to equity (deficit) from Holdings, Holdings II and Management LLC of approximately $7.1 million and $4.9 million for the three months ended March 31, 2022 and 2021, respectively, for partnership interest-based compensation expense which will ultimately be paid by Holdings, Holdings II or Management LLC.

The Company has modified awards to certain individuals upon their voluntary retirement or intention to retire as employees. These awards generally include a stated target amount that, upon payment, terminates the recipient’s rights to future distributions and allows for a lump sum buy-out of the awards, at the discretion of the managing member of Holdings, Holdings II, and Management LLC. The awards are accounted for as partnership interest-based compensation at the fair value of these expected future payments, in the period the employees accepted the offer. Partnership interest-based compensation expense related to award modifications of $1.6 million and $1.6 million was recognized for the three months ended March 31, 2022 and 2021, respectively.

The liability associated with awards that contain a stated target has been retained by Holdings as of March 31, 2022 and December 31, 2021 and is re-measured at each reporting date, with any corresponding changes in liability being reflected as employee compensation and benefits expense of the Company. Certain recipients had unvested stated target payments of $4.7 million and $10.9 million as of March 31, 2022 and 2021, respectively, which has not been reflected as employee compensation and benefits expense by the Company. The Company recognized partnership interest-based compensation expense of $5.5 million and $3.3 million for the three months ended March 31, 2022 and 2021, respectively, related to profits interest awards that are in substance profit-sharing arrangements.

Other

Other consists of employee compensation and benefits expense related to deferred compensation programs and other awards that represent investments made in GCM Funds on behalf of the employees.

11. Equity-Based Compensation

In March 2021, the Company granted 4.8 million RSUs to certain employees and directors in connection with the Transaction. Of the RSUs granted, the Company intends to settle less than 0.1 million RSUs in cash. The RSUs had an aggregate grant date fair value of $62.1 million. Of the RSUs granted, 2.0 million vested at the grant date and 2.8 million were

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts and where otherwise noted)

to vest over two years in equal annual installments, of which the first installment vested in March 2022. In addition to the March 2021 grant, an additional 0.4 million RSUs with an aggregate grant date fair value of $4.1 million were granted to certain employees during the year ended December 31, 2021.

In March 2022, the Company granted 1.1 million RSUs with an aggregate grant date fair value of $10.8 million to certain employees. Of the RSUs granted, the Company intends to settle approximately 0.1 million RSUs in cash. Of the RSUs granted, 0.5 million vested at the grant date and 0.6 million vest over two years in equal annual installments. Upon delivery, which is expected to occur each August following each annual vesting in March, the Company may withhold the number of shares to satisfy the statutory withholding tax obligation and deliver the net number of resulting shares vested.

GCM Grosvenor Inc. [GCMG] Filings
GCM Grosvenor Inc. [GCMGW] Filings
10-Q	[2022-05-10]
10-K	[2022-02-25]
10-Q	[2021-11-12]
10-Q	[2021-08-12]
10-Q	[2021-05-14]
10-K	[2021-03-12]
S-1	[2020-12-04]
10-Q	[2020-11-20]

GCM Grosvenor Inc. [GCMG] Filings

GCM Grosvenor Inc. [GCMGW] Filings