GCM Grosvenor Inc. [GCMG] Filings

10-Q 1 gcm-20230930.htm 10-Q gcm-20230930

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 September 30, 2023


☐			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 November 6, 2023, there were 42,988,563 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 September 30, 2023 and December 31, 2022	4
	Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	6
	Condensed Consolidated Statements of Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	46
Item 4.	Controls and Procedures	47

Part II - Other Information
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	48
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	49
Signatures		50

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;

•“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;

•“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, CF Finance Holdings, LLC, a Delaware limited liability company, 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; changes to government regulations and our ability to comply with new or ongoing requirements and global economic conditions 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 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, including rising inflation and interest rates; the potential or actual outbreak of war, international terrorism and conflicts or other hostilities; 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, 2022 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
	September 30, 2023		December 31, 2022
	(Unaudited)
Assets
Cash and cash equivalents	$	55,354	$	85,163
Management fees receivable	22,267		18,720
Incentive fees receivable	20,837		16,478
Due from related parties	12,536		13,119
Investments	239,883		223,970
Premises and equipment, net	4,548		4,620
Lease right-of-use assets	40,622		12,479
Intangible assets, net	2,955		3,940
Goodwill	28,959		28,959
Deferred tax assets, net	57,533		60,320
Other assets	19,227		21,165
Total assets	504,721		488,933
Liabilities and Equity (Deficit)
Accrued compensation and benefits	52,021		52,997
Employee related obligations	30,520		36,328
Debt	385,451		387,627
Payable to related parties pursuant to the tax receivable agreement	55,395		55,366
Lease liabilities	42,776		15,520
Warrant liabilities	5,538		7,861
Accrued expenses and other liabilities	26,708		27,240
Total liabilities	598,409		582,939
Commitments and contingencies (Note 13)

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; 42,980,641 and 41,806,215 issued and outstanding as of September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022	14		14
Additional paid-in capital	1,081		—
Accumulated other comprehensive income	4,710		4,096
Retained earnings	(30,527)		(23,934)
Total GCM Grosvenor Inc. deficit	(24,718)		(19,820)
Noncontrolling interests in subsidiaries	64,764		67,900
Noncontrolling interests in GCMH	(133,734)		(142,086)
Total deficit	(93,688)		(94,006)
Total liabilities and equity (deficit)	$	504,721	$	488,933

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Income (Loss)

(Unaudited)

(In thousands, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues
Management fees	$	94,573	$	90,715	$	280,382	$	275,655
Incentive fees	26,073		45,467		44,884		67,964
Other operating income	1,068		1,032		3,177		3,083
Total operating revenues	121,714		137,214		328,443		346,702
Expenses
Employee compensation and benefits	76,413		86,502		277,505		213,836
General, administrative and other	21,397		21,982		75,902		66,333
Total operating expenses	97,810		108,484		353,407		280,169
Operating income (loss)	23,904		28,730		(24,964)		66,533
Investment income (loss)	2,656		(2,276)		11,089		7,387
Interest expense	(5,688)		(5,797)		(18,025)		(16,672)
Other income	439		87		1,611		88
Change in fair value of warrant liabilities	(352)		(3,790)		2,322		17,872
Net other income (expense)	(2,945)		(11,776)		(3,003)		8,675
Income (loss) before income taxes	20,959		16,954		(27,967)		75,208
Provision for income taxes	3,339		2,789		5,811		7,133
Net income (loss)	17,620		14,165		(33,778)		68,075
Less: Net income attributable to noncontrolling interests in subsidiaries	1,337		1,719		5,506		7,399
Less: Net income (loss) attributable to noncontrolling interests in GCMH	10,385		9,347		(48,800)		45,246
Net income attributable to GCM Grosvenor Inc.	$	5,898	$	3,099	$	9,516	$	15,430

Earnings (loss) per share of Class A common stock:
Basic	$	0.14	$	0.07	$	0.22	$	0.35
Diluted	$	0.04	$	0.02	$	(0.28)	$	0.23
Weighted average shares of Class A common stock outstanding:
Basic	43,467,609		43,518,580		43,189,001		44,401,559
Diluted	187,997,448		187,899,485		187,424,247		188,964,526

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income (loss)	$	17,620	$	14,165	$	(33,778)	$	68,075
Other comprehensive income (loss), net of tax:
Net change in cash flow hedges	3,029		13,861		3,540		40,375
Foreign currency translation adjustment	(486)		(1,278)		(1,076)		(3,637)
Total other comprehensive income	2,543		12,583		2,464		36,738
Comprehensive income (loss) before noncontrolling interests	20,163		26,748		(31,314)		104,813
Less: Comprehensive income attributable to noncontrolling interests in subsidiaries	1,337		1,719		5,506		7,399
Less: Comprehensive income (loss) attributable to noncontrolling interests in GCMH	12,266		19,065		(46,950)		73,495
Comprehensive income attributable to GCM Grosvenor Inc.	$	6,560	$	5,964	$	10,130	$	23,919

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)
Balance at June 30, 2023	$	4	$	14	$	1,586	$	(30,457)	$	4,048	$	64,954	$	(141,032)	$	(100,883)

Capital contributions from noncontrolling interests in subsidiaries	—		—		—		—		—		958		—		958
Capital distributions paid to noncontrolling interests	—		—		—		—		—		(2,485)		—		(2,485)


Settlement of equity-based compensation in satisfaction of withholding tax requirements	—		—		(1,458)		—		—		—		(4,967)		(6,425)
Partners’ distributions	—		—		—		—		—		—		(19,571)		(19,571)
Deemed contributions	—		—		—		—		—		—		14,958		14,958
Net change in cash flow hedges	—		—		—		—		774		—		2,255		3,029
Translation adjustment	—		—		—		—		(112)		—		(374)		(486)
Equity-based compensation	—		—		1,087		—		—		—		3,676		4,763
Declared dividends	—		—		—		(5,032)		—		—		—		(5,032)
Deferred tax and other tax adjustments	—		—		(134)		—		—		—		—		(134)
Equity reallocation between controlling and non-controlling interests	—		—		—		(936)		—		—		936		—
Net income (loss)	—		—		—		5,898		—		1,337		10,385		17,620
Balance at September 30, 2023	$	4	$	14	$	1,081	$	(30,527)	$	4,710	$	64,764	$	(133,734)	$	(93,688)

	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, 2022	$	4	$	14	$	—	$	(23,934)	$	4,096	$	67,900	$	(142,086)	$	(94,006)

Capital contributions from noncontrolling interests in subsidiaries	—		—		—		—		—		1,819		—		1,819
Capital distributions paid to noncontrolling interests	—		—		—		—		—		(10,461)		—		(10,461)

Repurchase of Class A common stock	—		—		(1,003)		—		—		—		(3,475)		(4,478)
Settlement of equity-based compensation in satisfaction of withholding tax requirements	—		—		(2,306)		—		—		—		(7,913)		(10,219)
Partners’ distributions	—		—		—		—		—				(39,018)		(39,018)
Deemed contributions	—		—		—		—		—		—		89,182		89,182
Net change in cash flow hedges	—		—		—		—		859		—		2,681		3,540
Translation adjustment	—		—		—		—		(245)		—		(831)		(1,076)
Equity-based compensation	—		—		4,521		—		—		—		15,583		20,104
Declared dividends	—		—		—		(15,166)		—		—		—		(15,166)
Deferred tax and other tax adjustments	—		—		(131)		—		—		—		—		(131)
Equity reallocation between controlling and non-controlling interests	—		—		—		(943)		—		—		943		—
Net income (loss)	—		—		—		9,516		—		5,506		(48,800)		(33,778)
Balance at September 30, 2023	$	4	$	14	$	1,081	$	(30,527)	$	4,710	$	64,764	$	(133,734)	$	(93,688)

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Equity (Deficit) — (Continued)

(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)
Balance at June 30, 2022	$	4	$	14	$	1,775	$	(22,400)	$	2,984	$	82,938	$	(110,267)	$	(44,952)

Capital contributions from noncontrolling interests in subsidiaries	—		—		—		—		—		395		—		395
Capital distributions paid to noncontrolling interests	—		—		—		—		—		(3,217)		—		(3,217)
Repurchase of Class A common stock	—		—		(1,746)		(79)		—		—		(6,206)		(8,031)
Settlement of equity-based compensation in satisfaction of withholding tax requirements	—		—		(1,326)		—		—		—		(4,527)		(5,853)
Partners’ distributions	—		—		—		—		—		—		(19,525)		(19,525)
Deemed contributions	—		—		—		—		—		—		7,329		7,329
Net change in cash flow hedges	—		—		—		—		3,157		—		10,704		13,861
Translation adjustment	—		—		—		—		(292)		—		(986)		(1,278)
Equity-based compensation	—		—		1,238		—		—		—		4,208		5,446
Declared dividends	—		—		—		(4,499)		—		—		—		(4,499)
Deferred tax and other tax adjustments	—		—		59		—		(867)		—		—		(808)
Equity reallocation between controlling and non-controlling interests	—		—		—		(30)		—		—		30		—
Net income	—		—		—		3,099		—		1,719		9,347		14,165
Balance at September 30, 2022	$	4	$	14	$	—	$	(23,909)	$	4,982	$	81,835	$	(109,893)	$	(46,967)

	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	—		—		—		—		—		1,359		—		1,359
Capital distributions paid to noncontrolling interests	—		—		—		—		—		(23,610)		—		(23,610)


Repurchase of Class A common stock	—		—		(4,623)		(79)		—		—		(15,787)		(20,489)
Settlement of equity-based compensation in satisfaction of withholding tax requirements	—		—		(1,464)		—		—		—		(4,981)		(6,445)
Partners’ distributions	—		—		—		—		—		—		(71,664)		(71,664)
Deemed contributions	—		—		—		—		—		—		21,471		21,471
Net change in cash flow hedges	—		—		—		—		9,327		—		31,048		40,375
Translation adjustment	—		—		—		—		(838)		—		(2,799)		(3,637)
Equity-based compensation	—		—		4,583		—		—		—		15,270		19,853
Declared dividends	—		—		—		(13,957)		—		—		—		(13,957)
Deferred tax and other tax adjustments	—		—		3		—		(2,500)		—		—		(2,497)
Equity reallocation between controlling and non-controlling interests	—		—		—		919		—		—		(919)		—
Net income	—		—		—		15,430		—		7,399		45,246		68,075
Balance at September 30, 2022	$	4	$	14	$	—	$	(23,909)	$	4,982	$	81,835	$	(109,893)	$	(46,967)

See accompanying notes to Condensed Consolidated Financial Statements.

GCM Grosvenor Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	(33,778)	$	68,075
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	2,054		2,913
Equity-based compensation	20,104		19,853
Deferred tax income expense	2,825		4,405
Other non-cash compensation	915		1,157
Partnership interest-based compensation	89,182		21,471
Amortization of debt issuance costs	824		832
Amortization of terminated swap	(4,792)		4,068



Change in fair value of warrant liabilities	(2,322)		(17,872)
Change in payable to related parties pursuant to tax receivable agreement	29		(53)
Amortization of deferred rent	—		26
Proceeds received from investments	6,890		18,701
Non-cash investment income	(11,089)		(7,387)
Non-cash lease expense	4,815		4,127
Other	393		(82)
Change in assets and liabilities:
Management fees receivable	(3,548)		4,143
Incentive fees receivable	(4,359)		64,382
Due from related parties	583		(150)
Other assets	3,608		5,866
Accrued compensation and benefits	(6,295)		(29,179)
Lease liabilities	(5,703)		(5,362)
Employee related obligations	(885)		(122)
Accrued expenses and other liabilities	5,938		117
Net cash provided by operating activities	65,389		159,929
Cash flows from investing activities
Purchases of premises and equipment	(1,317)		(1,398)
Contributions/subscriptions to investments	(21,065)		(23,164)
Distributions from investments	9,351		14,224
Net cash used in investing activities	(13,031)		(10,338)
Cash flows from financing activities
Capital contributions received from noncontrolling interests	1,819		1,359
Capital distributions paid to partners and member	(39,018)		(71,664)
Capital distributions paid to noncontrolling interests	(10,461)		(23,610)

Principal payments on senior loan	(3,000)		(3,000)



Payments to repurchase Class A common stock	(4,478)		(20,489)

Payments to repurchase warrants	—		(2,569)
Settlement of equity-based compensation in satisfaction of withholding tax requirements	(10,219)		(6,445)
Dividends paid	(15,590)		(13,801)
Net cash used in financing activities	(80,947)		(140,219)
Effect of exchange rate changes on cash	(1,220)		(3,982)
Net increase (decrease) in cash and cash equivalents	$	(29,809)	$	5,390
Cash and cash equivalents
Beginning of period	85,163		96,185
End of period	$	55,354	$	101,575
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	22,194	$	12,067
Cash paid during the period for income taxes, net	$	2,789	$	6,605
Supplemental disclosure of cash flow information from operating activities
Non-cash right-of-use assets obtained in exchange for new and extended operating leases	$	34,116	$	693
Non-cash adjustment to operating lease right-of-use assets from lease modification	$	(827)	$	—
Supplemental disclosure of non-cash information from financing activities
Deemed contributions from GCMH Equityholders	$	89,182	$	21,471
Establishment of deferred tax assets, net related to tax receivable agreement and the Transaction	$	(131)	$	3
Dividends declared but not paid	$	1,414	$	996

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 September 30, 2023 and December 31, 2022 was approximately 23.0% and 22.5%, 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 and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022, 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. The Company’s status as an EGC will terminate on December 31, 2023.

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:

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

•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 gains and losses are included as investment income (loss) in the Condensed Consolidated Statements of Income (Loss).

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.

Certain subsidiaries which hold the general partner capital interest in the GCM Funds are not wholly owned, and as such, the portion of the Company’s investments owned by limited partners in those subsidiaries are reflected within noncontrolling interests in the Condensed Consolidated Statements of Financial Condition.

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 (Loss). See Note 5 for additional information regarding the Company’s other investments.

Recently Issued Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“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. The Company adopted this standard on January 1, 2023 on a prospective basis. Adoption did not have a material impact on the Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which amends current guidance to provide optional practical expedients and

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

exceptions, if certain criteria are met, for applying GAAP to contracts, hedging relationships and other transactions that are affected by the reference rate reform. Initially the update did not apply to contract modifications or hedging relationships entered into after December 31, 2022, but in December 2022, the FASB issued ASU 2022-06, which defers the sunset date for applying reference rate reform relief in ASC 848 to December 31, 2024. This guidance is effective for adoption any time after March 12, 2020, but must be adopted prior to December 31, 2024. The Company’s adoption of these ASUs did not have a material impact on the Consolidated Financial Statements.

3. Revenue

For the three and nine months ended September 30, 2023 and 2022, management fees and incentive fees consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
Management fees	2023		2022		2023		2022
Management fees, net	$	90,915	$	87,600	$	269,583	$	267,669
Fund expense reimbursement revenue	3,658		3,115		10,799		7,986
Total management fees	$	94,573	$	90,715	$	280,382	$	275,655


	Three Months Ended September 30,				Nine Months Ended September 30,
Incentive fees	2023		2022		2023		2022
Performance fees	$	661	$	1,006	$	1,174	$	2,324
Carried interest	25,412		44,461		43,710		65,640
Total incentive fees	$	26,073	$	45,467	$	44,884	$	67,964

The Company recognized revenues of $0.5 million during the three and nine months ended September 30, 2023 and $0.4 million during the nine months ended September 30, 2022, that were previously received and deferred at the beginning of the respective periods. The Company did not recognize revenue during the three months ended September 30, 2022 that was previously deferred.

4. Investments

Investments consist of the following:


	As of
	September 30, 2023		December 31, 2022
Equity method investments	$	228,637	$	213,776
Other investments	11,246		10,194
Total investments	$	239,883	$	223,970

As of September 30, 2023 and December 31, 2022, the Company held investments of $239.9 million and $224.0 million, respectively, of which $59.3 million and $64.9 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 5 for fair value disclosures of certain investments held within other investments.

5. 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 September 30, 2023 and December 31, 2022:

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 September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	12,302	$	—	$	—	$	12,302
Other investments	—		—		11,057		11,057
Interest rate derivatives	—		1,807		—		1,807
Total assets	$	12,302	$	1,807	$	11,057	$	25,166

Liabilities
Public warrants	$	5,203	$	—	$	—	$	5,203
Private warrants	—		—		335		335

Total liabilities	$	5,203	$	—	$	335	$	5,538


	Fair Value as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	36,240	$	—	$	—	$	36,240
Other investments	—		—		10,007		10,007
Total assets	$	36,240	$	—	$	10,007	$	46,247

Liabilities
Public warrants	$	7,386	$	—	$	—	$	7,386
Private warrants	—		—		475		475
Interest rate derivatives	—		6,473		—		6,473
Total liabilities	$	7,386	$	6,473	$	475	$	14,334

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 agreement based on the present value of expected future cash flows based on observable future rates applicable to each swap contract using linear interpolation, inclusive of the risk of non-performance, using a discount rate appropriate for the duration. See Note 12 for additional information regarding interest rate derivatives.

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”). The position was classified as Level 3 as of September 30, 2023 and December 31, 2022 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)

As of September 30, 2023

As of December 31, 2022

Impact to Valuation from an Increase in Input(2)

Significant Unobservable Inputs(1)

Range

Weighted Average

Range

Weighted Average

Discount rate(3)

26.5% – 27.5%

27.0

25.5% - 26.5%

Decrease

Expected term (years)

10 – 15

N/A

10 – 15

N/A

Decrease

Expected return – liquid assets(4)

2.0% – 5.0%

4.3

2.0% - 6.0%

5.0

Increase

Expected total value to paid in capital – private assets(5)

1.24x – 2.76x

1.90x

1.32x – 2.40x

1.85x

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 values of $11.1 million and $10.0 million were recorded within investments in the Condensed Consolidated Statements of Financial Condition as of September 30, 2023 and December 31, 2022, respectively.

The following table presents changes in Level 3 assets measured at fair value for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Balance at beginning of period	$	10,690	$	9,956	$	10,007	$	11,010


Change in fair value	367		(193)		1,050		(1,247)
Balance at end of period	$	11,057	$	9,763	$	11,057	$	9,763

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 September 30, 2023 and December 31, 2022 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 $0.37 and $0.53 per unit as of September 30, 2023 and December 31, 2022, respectively. The resulting fair values of $0.3 million and $0.5 million were recorded within warrant liabilities in the Condensed Consolidated Statements of Financial Condition as of September 30, 2023 and December 31, 2022, respectively. See Note 7 for additional information regarding the warrant activity.

The following table presents changes in Level 3 liabilities measured at fair value for the three and nine months ended September 30, 2023 and 2022:

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Balance at beginning of period	$	(314)	$	(408)	$	(475)	$	(1,584)

Change in fair value	(21)		(229)		140		947
Balance at end of period	$	(335)	$	(637)	$	(335)	$	(637)

6. Equity

Shares of Common Stock Outstanding

The following table shows a rollforward of the common stock outstanding for the three and nine months ended September 30, 2023:


	Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
	Class A common stock	Class B common stock	Class C common stock	Class A common stock	Class B common stock	Class C common stock
Beginning of period	41,833,448	—	144,235,246	41,806,215	—	144,235,246

Net shares delivered for vested RSUs	1,147,193	—	—	1,738,615	—	—
Repurchase of Class A Shares	—	—	—	(564,189)	—	—
End of period	42,980,641	—	144,235,246	42,980,641	—	144,235,246

As of September 30, 2023, 245,780 RSUs were vested, but not yet delivered, and are therefore not yet included in outstanding Class A common stock. The delivery of vested RSUs will be reduced by the number of shares withheld to satisfy statutory withholding tax obligations. See Note 10 for information regarding an additional 2.9 million RSUs that were granted in October 2023.

Dividends

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 2023:

Declaration Date

Record Date

Payment Date

Dividend per Common Share

February 9, 2023

March 1, 2023

March 15, 2023

$0.11

May 9, 2023

June 1, 2023

June 15, 2023

$0.11

August 8, 2023

September 1, 2023

September 15, 2023

$0.11

November 7, 2023

December 1, 2023

December 15, 2023

$0.11

Dividend equivalent payments of $0.9 million were accrued for holders of RSUs as of September 30, 2023. Distributions to partners represent distributions made to GCMH Equityholders.

Stock Repurchase Plan

On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan 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. Class A common stock and warrants may be repurchased from time to time in open market transactions, in privately negotiated transactions, including with employees or otherwise, pursuant to the requirements of Rule 10b5-1 and Rule 10b-18 of the Exchange Act, as well as to retire (by cash settlement or the payment of tax withholding amounts upon net settlement) equity-based awards granted under our 2020 Incentive Award Plan (and any successor plan thereto), 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

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

common stock and any warrants repurchased as part of this program will be canceled. GCMG’s Board of Directors has made subsequent increases to its original stock repurchase authorization amount for shares and warrants. As of December 31, 2022, the total authorization was $90.0 million, excluding fees and expenses. On August 8, 2023, GCM Grosvenor’s Board of Directors increased the firm's existing repurchase authorization by $25 million, from $90 million to $115 million.

During the three and nine months ended September 30, 2023, the Company was deemed to have repurchased 804,046 and 3,289,385 shares, respectively, for either (1) RSUs that were settled in cash or (2) amounts withheld in connection with the payment of tax liabilities on behalf of employees upon the settlement of vested RSUs for $6.4 million and $25.8 million, or an average of $7.99 and $7.85 per share, respectively. See Note 10 for additional information regarding RSUs. During the nine months ended September 30, 2023, the Company also repurchased 564,189 shares of Class A common stock for $4.5 million, or an average of $7.94 per share. Other than the deemed repurchases described above, the Company did not repurchase shares of Class A common stock during the three months ended September 30, 2023. As of September 30, 2023, the Company had $40.2 million remaining under the stock repurchase plan.

7. Warrants

The public and private warrants meet the definition of a derivative under ASC 815 and the Company records these warrants as liabilities in the Condensed Consolidated Statements of Financial Condition at fair value, with subsequent changes in their respective fair values recorded in the change in fair value of warrant liabilities within the Condensed Consolidated Statements of Income (Loss) at each reporting date.

Each public warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants expire 5 years after the consummation of the Transaction, or earlier upon redemption or liquidation. The public warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock, upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be redeemable by the Company so long as they are held by CF Sponsor, Holdings or their permitted transferees. CF Sponsor, Holdings or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis.

The following table shows public and private warrants outstanding for the three and nine months ended September 30, 2023:



	Public Warrants	Private Warrants	Total
Outstanding	16,784,970	900,000	17,684,970

There were no warrant exercises or repurchases during the three and nine months ended September 30, 2023.

8. 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 nine months ended September 30, 2023 or the year ended December 31, 2022. As of September 30, 2023 and December 31, 2022, the total unfunded commitments from the special limited partner and general partners to the unconsolidated VIEs were $40.2 million and $41.1 million, respectively. These commitments are the primary source of financing for the unconsolidated VIEs.

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

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 relate 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 September 30, 2023 and December 31, 2022 were as follows:


	As of
	September 30, 2023		December 31, 2022
Investments	$	101,333	$	98,712
Receivables	19,835		11,695
Maximum exposure to loss	$	121,168	$	110,407

The above table includes investments in VIEs which are owned by noncontrolling interest holders of approximately $32.7 million and $36.7 million as of September 30, 2023 and December 31, 2022, respectively.

9. Employee Compensation and Benefits

For the three and nine months ended September 30, 2023 and 2022, employee compensation and benefits consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cash-based employee compensation and benefits	$	39,148	$	39,833	$	122,292	$	121,997
Equity-based compensation	3,437		5,706		33,045		21,191
Partnership interest-based compensation	14,958		7,329		89,182		21,471
Carried interest compensation	13,777		25,946		24,894		37,840
Cash-based incentive fee related compensation	4,712		7,367		7,177		10,180
Other non-cash compensation	381		321		915		1,157
Total employee compensation and benefits	$	76,413	$	86,502	$	277,505	$	213,836

Partnership Interest in Holdings, Holdings II and Management LLC

Payments and settlements for partnership interest awards to the employees are made by GCMH Equityholders. 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 or settlements made or owed by the GCMH Equityholders. Since payments or settlements 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 interests 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 $15.0 million and $7.3 million for the three months ended September 30, 2023 and 2022, respectively, and $89.2 million and $21.5 million for the nine months ended September 30, 2023 and 2022, respectively, for partnership interest-based compensation expense which was or will ultimately be paid or settled by Holdings, Holdings II or Management LLC.

GCMH Equityholders have 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. No partnership interest-based compensation expense related to award modifications was recognized for the three and nine months ended September 30, 2023 (other than as

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

discussed for the Holdings Awards below) and $1.6 million and $4.7 million was recognized for the three and nine months ended September 30, 2022.

The liability associated with awards that contain a stated target has been retained by Holdings as of September 30, 2023 and December 31, 2022 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. No recipients had unvested stated target payments as of September 30, 2023. Certain recipients had unvested stated target payments of $1.6 million as of September 30, 2022, which was not reflected as employee compensation and benefits expense by the Company as of September 30, 2022. The Company recognized partnership interest-based compensation expense of $3.7 million and $5.6 million for the three months ended September 30, 2023 and 2022, respectively, and $17.9 million and $16.6 million for the nine months ended September 30, 2023 and 2022, respectively, related to profits interest awards that are in substance profit-sharing arrangements.

GCMH Equityholders Awards

In the year ended December 31, 2022, GCMH Equityholders entered into agreements that will transfer equity ownership between certain existing employee members of the GCMH Equityholders (“GCMH Equityholders Awards”). The GCMH Equityholders Awards will entitle recipients to receive Class A common stock upon vesting. The non-cash awards serve to transfer equity ownership from existing GCMH Equityholders to other existing member employees upon vesting. The GCMH Equityholders Awards do not dilute Class A common stockholders and do not impact cash flows of the Company. The GCMH Equityholders Awards are accounted for under ASC 718, Compensation—Stock Compensation. The awards generally will vest in May 2025 and do not entitle the recipients to dividends or distributions made on Class A common stock during the vesting period. As such, the fair value of the GCMH Equityholders Awards is based on the closing price of Class A common stock on the accounting grant date less the present value of dividends expected to be paid during the vesting period. GCMH Equityholders can settle the awards upon vesting by exchanging outstanding GCMH common units or by otherwise acquiring and delivering Class A common stock, and therefore the vesting of such awards will not dilute Class A common stockholders. The GCMH Equityholders Awards therefore have no economic impact on Class A common stockholders. As such, the expense that is pushed down to GCMH and the offsetting deemed contribution are each attributed solely to noncontrolling interests in GCMH, consistent with the accounting for payments to employees described above. The GCMH Equityholders Awards of 7,169,415 units had an aggregate grant date fair value of $53.4 million, or an average grant date fair value of $7.45 per unit. The Company recognized partnership interest-based compensation expense related to the GCMH Equityholders Awards of $5.5 million and $16.4 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, total unrecognized compensation expense related to unvested GCMH Equityholders Awards was $34.6 million and is expected to be recognized over the remaining weighted average period of 1.6 years.

Holdings Awards

On May 9, 2023, Holdings entered into amended and restated participation certificates with existing employee members (“Holdings Awards”). The Holdings Awards entitle recipients to a stated percentage, or minimum allocable share, of distributions from Holdings, as well as a profits interest with respect to net sale proceeds from dispositions of Holdings properties after certain threshold distributions to other members. Pursuant to ASC 505, the Holdings Awards will be recognized as compensation expense with a corresponding deemed contribution and are accounted for under ASC 718, Compensation—Stock Compensation as the awards have characteristics that are more akin to the risks and rewards of equity ownership in Holdings. These awards do not dilute Class A common stockholders and therefore have no economic impact on Class A common stockholders.

Certain of these existing employee members were previously awarded target amounts that entitled them to a stated percentage, or minimum allocable share, of distributions from Holdings until they received a sum certain. Those target amounts represented by those sums, which were previously recorded as partnership interest-based compensation, were reduced to zero in the amended and restated participation certificates. As a result, target amounts that were previously recorded as partnership interest-based compensation were reversed, while partnership interest-based compensation associated with the amended and restated participation certificates is recorded.

The Holdings Awards had an aggregate grant date fair value of $155.5 million. The fair value of the Holdings Awards was determined by a third-party valuation firm utilizing a discounted cash flow analysis for the minimum allocable share and a Monte Carlo simulation valuation model for the profits interest with respect to net sale proceeds from dispositions of Holdings

GCM Grosvenor Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

GCM Grosvenor Inc. [GCMG] Filings
GCM Grosvenor Inc. [GCMGW] Filings
10-Q	[2023-11-09]
10-Q	[2023-08-09]
10-Q	[2023-05-10]
10-K	[2023-02-23]
10-Q	[2022-11-09]
10-Q	[2022-08-09]
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