Q1 2024 GCM Grosvenor Inc Earnings Call

Participants

Stacie Selinger; Managing Director, Head of Investor Relations; GCM Grosvenor Inc

Michael Sacks; Chairman of the Board, Chief Executive Officer; GCM Grosvenor Inc

Jonathan Levin; President, Director; GCM Grosvenor Inc

Pamela Bentley; Managing Director, Chief Financial Officer; GCM Grosvenor Inc

Bill Katz; Analyst; TD Cowen & Co., LLC

Ken Worthington; Analyst; J.P. Morgan Securities LLC

Adam Beatty; Analyst; UBS Securities LLC

Tyler Miller; Analyst; William Blair

Presentation

Operator

Good day and welcome to the GCM Grosvenor first-quarter 2024 results webcast. Later, we will conduct a question-and-answer session. (Operator Instructions) As a reminder, this call will be recorded. I would now like to hand the call over to Stacie Selinger, Head of Investor Relations. You may begin.

Stacie Selinger

Thank you. Good morning, and welcome to GCM Grosvenors' first-quarter 2024 earnings call. Today I'm joined by GCM Grosvenor Chairman and Chief Executive Officer, Michael Sachs; President, John Levin; and Chief Financial Officer, Pam Bentley.
Before we discuss this quarter's results are a reminder that all statements made on this call that do not relate to matters of historical fact should be considered forward.
Looking statements include statements regarding our current expectations for the business, our financial performance and projections. These statements are neither promises nor guarantees they involve known and unknown risks, uncertainties and other important factors that may cause our actual results to differ materially from those indicated by the forward-looking statements.
On this call, please refer to the factors in the Risk Factors section of our 10-K, our other filings with the Securities and Exchange Commission and our earnings release, all of which are available on the Public Shareholders section of our website.
We'll also refer to non-GAAP measures, which we view as important in assessing the performance of our business. A reconciliation of non-GAAP metrics to the nearest GAAP metric can be found in our earnings presentation and earnings supplement, both of which are available on our website. Our goal is to continually improve how we communicate with and engage with our shareholders. And in that spirit, we look forward to your feedback. Thank you again for joining us. And with that, I'll turn the call over to Michael.

Michael Sacks

Thanks, Stacy. The first quarter of '24 was strong from the perspective of both our investment performance for clients and our business performance. Our funds performed well on an absolute basis and relative to peers with regard to business performance, the first quarter of '24 was one of the strongest we have reported with regard to year over year increases in fundraising, adjusted net income and fee-related earnings growth as well as FRE margin year over year.
Q1 fundraising was up 74%, adjusted net income grew 39% and fee-related earnings grew 26%. Our first quarter. Fee-related earnings margin surpassed 40% for the second consecutive quarter quarter was a pleasant change from the first quarters of the last four years, which were marked by COVID Russia's invasion of Ukraine, the meme stock debacle and just a year ago bank failures.
While we are always conscious and prepared for the type of volatility and disruption, we have seen recently, and we are focused on the possibility of continued global geopolitical volatility, particularly in an election year in the US, it feels great to have gotten off to a good start this year. We are broadly above high-water in absolute return strategies and therefore enjoy increased performance fee prospects.
However, the first quarter remained depressed in terms of carry revenue announced private transaction volume is up and we look forward to an increase in closed transactions and attendant carry distributions in the future. Generally, our prospects are good and we continue to believe in our ability to double 2023 fee-related earnings by the end of 2028. We look forward to moving toward that goal throughout the year.
$1.6 billion of capital raised in the quarter was the second largest quarter of fundraising in the last six and the second highest first quarter total since we started reporting earnings. During the quarter, absolute return strategies was the highest contributor to fundraising at nearly $500 million, resulting in modestly positive net ARS. flows. Recent performance has been solid in absolute return strategies with the GCM Grosvenor multi-strategy composite achieving gross performance of 4.8% in Q1 and 12.3% over the last 12 months.
Despite the good news, we are not changing our general expectation of flat net flows over time with growth primarily from compounding in the aerospace vertical. Consequently, we do expect we will have some negative outflow periods this year while we enjoy revenue growth from performance in addition to absolute return strategies, private equity and credit were the other significant contributors to first quarter fundraising.
In the case of private equity where we raised almost $500 million. Re-ups were a key driver. We've spoken in the past about our high re-up rates and page 10 of our earnings presentation, which John will cover makes it clear that this is a powerful feature of our business that will continue to aid growth going forward.
On last quarter's call, we discussed the general market momentum around private credit and our solution for clients in that vertical. We raised nearly $400 million in credit this quarter across customized separate accounts and specialized funds, including an additional $128 million of commitments to SCF 2 our credit co-investment funds.
During the first quarter, we hired two additional team members to bolster our direct credit investment capabilities. We believe our value as a solutions provider and our unique origination position enable us to grow private credit meaningfully from these levels. We are always looking for both investment opportunities to help us deliver performance and the opportunity to grow our relationships with existing investors while adding new investors.
The breadth of our platform has proven to be a real asset in the pursuit of those goals we have and will continue to identify and pursue growth in adjacent investment strategies such as our Elevate and impact strategies and in broader distribution channels, including individual investor channels. Looking across the platform, I'm excited for the numerous ways we have to add value to clients, win and grow the business for shareholders. Thanks for joining us today.
And with that, I'll turn the call over to John.

Jonathan Levin

Thank you, Michael. Each quarter we drill down on a particular area of our business in my section of the prepared remarks. Today, we're going to cover our customized separate account capabilities in a bit more detail. Our market-leading customized delivery model has been a cornerstone of our historical success, provide stability and predictability to our financial results as well as significant opportunities for growth.
Customized separate accounts represent 73% of our AUM as of Q1 and a similar amount of our fundraising in any given quarter. We intentionally focused on building the separate account capabilities at our firm almost 30 years ago, long before it was a normal market practice because we believe that offering a flexible solution was in the best interest of investors.
Frankly, we probably didn't realize back then the extent to which offering that solution was also a great foundation for the firm from a business perspective, the initial client acquisition is usually the result of a fairly long intense and often competitive process. But the reward and Victory are relationships that are often perpetual like in their long-term nature.
We do not take this privilege for granted. We work hard each and every day to collaborate with our partners to drive value in these relationships. We have been rewarded with long-standing and growing partnership as evidenced by relationships that are almost 30-year long and a 15-year average relationship length of our largest customized clients to put some financial metrics around this topic, I point you to page 10 in our earnings presentation.
This page depicts an illustrative program that starts out with a $100 million commitment with a three-year investment period. Our experience is that at the end of the three-year investment period, 90% of clients will re-up their program and nearly 30% larger size than the original commitment that new program is layered onto the first-generation program, and that layering continues on a three year cycle.
Hence, what was initially a $100 million commitment easily becomes $500 million of fee-paying AUM in a dozen years, creating this built-in growth dynamics that we've discussed frequently with our shareholders. We have dozens of these programs across our business and different strategies and sizes, representing $58 billion of capital.
Each relationship that underlies a separate account also embeds attractive growth opportunities. Over the last two years, 25% of our capital raised has been from existing clients but into new incremental programs. Such relationship extensions are a natural feature of the customized separate account business and the nature of those relationships more than 50% of our top clients work with us in more than one strategy.
Our customized separate accounts have also been a driving factor in our meaningful shift towards direct oriented investment strategies over recent years. The majority of our clients have made a meaningful shift towards including co-investments, secondaries and direct investments into their programs.
We need to earn every re-up and every new client win by delivering strong investment performance and exceptional client service. But assuming we continue to deliver our customized separate accounts will provide both stability and a meaningful tailwind to our growth.
Looking forward to the remainder of 2024, we have more than $4 billion of separate account re-ups in our pipeline, providing key support for what we expect will be a stronger fundraising and outcome in 2024 as compared to 2023. We're truly proud of the culture and platform built over many years that enables us to offer these highly value added specific solutions to our clients.
With that, I'll turn the call over to Pam.

Pamela Bentley

Thanks, John. our results for the quarter were consistent with our expectations and reflect a strong start to the year. Assets under management were $79 billion as of quarter end, a 5% increase from a year ago, and fee-paying AUM increased 6% year over year. Private markets continues to be a key growth driver with private markets.
Fee-paying AUM growing 7% year over year. As of quarter end, our private markets business represents 70% of total AUM and 65% of our fee-paying AUM. Private markets. Management fees, excluding catch-up fees in the quarter grew 7% year over year in line with our guidance of mid to high single digit growth. We expect a similar year-over-year growth rate in private markets.
Management fees, excluding catch-up fees in the second quarter for the full year 2024, we reaffirm our expectation of double digit private markets management fee growth, excluding catch-up fees, absolute return strategies, management fees were stable in Q1 as compared to last quarter. And we expect second quarter air as management fees to rise slightly on a sequential basis.
Most importantly, we are pleased with our ARS. investment performance for the quarter, which builds on our strong performance last year. Administration fees and other operating income was $2.9 million in the quarter. The increase from the prior quarter was due to a $1.8 million contractual fee related to an end of a particular client program.
We expect administration and other operating income in the second quarter to return to 2023 quarterly levels. We realized $10 million of incentive fees in the quarter, including $6 million of ARS performance fees, the majority of which are from programs that crystallized fees annually on March 31. We believe our incentive fees provide significant embedded earnings potential, which we look forward to being unlocked as the capital markets and M&A environment improves.
While it's difficult to predict the timing of carry realizations. A high diversification of our carry makes it especially valuable given its limited single asset exposure. As of quarter end, we have $779 million in gross unrealized carried interest diversified across 140 programs. On top of that, our run rate annual performance fees, which are tied to ARS investment returns and typically crystallize in the fourth quarter each year, our $29 million, assuming normalized annual returns of 8% for multi-strategy and 10% for opportunistic investments.
Turning to our expenses. Our compensation strategy is rooted in fostering alignment between our employees, clients and shareholders. As expected, Q1 FRE compensation of $37 million was consistent with our 23 quarterly average, we do expect a modest uptick in FRE. compensation expense in the second quarter.
In Q1, we had a 40% margin on the firm's share of incentive fees and we expect that to increase over time as our total incentive fee revenue and the firm's share of that revenue increases separately, our stock-based compensation was higher in the first quarter consistent with the same period of last year. We expect stock compensation expense to decrease significantly in the second quarter to levels just above Q2 of last year.
We remain disciplined in managing expenses and non-GAAP general and administrative and other expenses were $19.7 million in the quarter. We expect similar levels next quarter with the potential for a slight uptick from increased travel pulling together these factors on a year-over-year basis, fee-related earnings grew a healthy 26% in the quarter, and adjusted net income grew 39% in the quarter.
Our fee-related earnings margin grew from 34% in the first quarter of '23 to 40% in the first quarter of '24. We expect our Q2 FRE margin level to be closer to that of the full year of '23. That said, we enjoy significant operating leverage and our overall FRE margin trajectory for the full year, expect it to move upward despite any quarterly fluctuations.
Our balance sheet is strong and we are very comfortable with our capital structure. We launched a transaction this morning to extend the tenor of our term loan two years from 2028 to 2030. For almost 20 years, we have run our business with a modest amount of leverage to enjoy the attractive cost of capital, and we have always been vigilant about managing duration at current market provides an attractive maturity extension opportunity is completed subject to market conditions.
The transaction will result in a modest $50 million upsize to our term loan. The incremental cash will be used for general corporate purposes, continued investments in the business and opportunistic stock repurchases. We are maintaining a healthy quarterly dividend of $0.11 per share or an annual yield of 4.6% as of last Friday, there is room for future dividend growth as we enjoy positive momentum in our fee-related earnings.
We also continue to repurchase shares under our repurchase authorization plan. Year to date through April, we have repurchased $28 million of stock through cash settlements of stock-based compensation issued to employees, leaving $37 million in our share repurchase program as of the end of April.
We continue to have confidence in our '24 financial objectives including double digit growth in private markets, management fees, excluding catch-up fees, stabilization of ARS management fees, expanded FRE margin and significant growth potential in our incentive fee revenues.
Looking further into the future. We are focused on doubling our fee-related earnings in the next five years with further fee-related earnings margin expansion. We look forward to the opportunities ahead to deliver value to our clients and shareholders.
Thank you again for joining us, and we're now happy to take your questions.

Question and Answer Session

Operator

Carol, (Operator Instructions)
Bill Katz, TD Cowen.

Bill Katz

Thank you very much and good morning, everybody. Maybe two questions. First one, Michael, for you. You mentioned that your originations capabilities continue to expand. Just sort of wondering if you could maybe click into that a little bit and talk about some of the areas of expansion and opportunity from here.

Michael Sacks

Sure. Thanks for the question. If you think about our business, you think about all of the relationships we have from our primary fund investment activities and you look at like our co-investment activity and infrastructure and in private equity as two examples. I think the same holds in real estate space. We are we've sort of proven that we have great origination capability and great flow with regard to equity co-investments.
And we think we have that same capability and probably but probably kind of multiples of volume it in with regard to debt origination in the infrastructure space in the private equity space and in the real estate space, we're using some of our origination capability now for our credit funds now. But I think the I think the origination capability that we have outstrips the capital that we have at this time in credit.
And so we are our view. We are long origination and we have lots of ability to be a very valuable partner, two investors providing unique our credit investment opportunities on a co-investment basis, either in co-mingled fund or in separately managed account. And I think there's a lot of origination upside there that we can provide to investors.

Bill Katz

Okay, thank you. And John, maybe one for you. You sort of highlighted the opportunity here in terms of re-ups and encumbered opportunity set the $4 billion they said in terms of the pipeline. Can you provide some perspective on that? How big was that maybe a quarter or a year ago? And then how quickly do such sort of pipelines tend to fund through AUM and fee-paying AUM? Thank you.

Jonathan Levin

Sure. Well, look, I think, Bill, if you think about it, which is implied in the numbers you know, we raised $1.6 billion of capital in the first quarter and we're saying we have, you know, $4 billion of real pipeline that we feel good about for the balance of this year, combination of those two numbers alone would take us north of a total fundraising for last year.
And so just some perspective on the environment relative to last year. It's clearly a more productive environment for capital formation. I don't think we're back at kind of 2021 levels. But in terms of the ability to have constructive conversations with investors. There's a lot more activity right now than you would have seen kind of a year ago.
And you see that across all the metrics of the business, whether that's RFPs. We're filling out our marketing books. We're preparing or frankly, even travel and things of that nature. And so I think that it's definitely indicative of the environment when you look into that, yes, 4 billion of pipeline, you're going to see all the different verticals represented.
And you're going to obviously see all the different activities represented to in terms of fund of fund investing, co-investing, secondary investing, direct investing, et cetera. So hopefully that answers your question if there's anything else you want to drill down in there. Finally, again,

Bill Katz

That's good for now. Thank you very much.

Operator

Ken Worthington, JP Morgan.

Ken Worthington

Hi, good morning and thanks for taking the questions on when we look at fundraising in private markets and contributions to fee-paying AUM. Less of the quarterly flows today are being generated by current fundraising and more is coming from CNYF. Palm. Can you talk about how fundraising is evolving here in changes to preferences in terms of fund structure that you're seeing from your investors and private markets?

Michael Sacks

Sure. It's Michael. Thanks. So I think that what you're highlighting is really more of a function of like what happened last quarter as opposed to a or a trend or anything. John, just you talked about $4 billion of re-ups. We think it's done by the end of the year and as you know, and obviously that doesn't include any of the specialized fund fundraising and that doesn't include any new client activity or new programs for existing clients.
So generally robust environment there. We've said before on these calls that there has been it's a shift in the industry. I think we talked about this early like literally as we were coming the market back in 2020 and that there. And with this, that's why we published and continue to publish CNY up Palm because in the separate account space for some co-mingled funds in the industry, certain strategies capital comes in on either a fee on time ramping basis or a fee add on an as invested basis as opposed to a fee on a our uncommitted capital bases.
And we have accounts we have and co-mingled funds that have both when we price our funds, we're always looking at effective fee and trying to price. I think, John, once talked about that on a quarterly call, we're trying to price to neutrality on effective fee as opposed to and because of the way these structures work are different. But I don't think there's any change that has occurred, frankly.
And I think by the time we were coming public in 2020 and we were talking about it COA upon this part of our initial offering. There had been there had been a significant change in the industry and certainly no nothing reversing that trend over the last four years. Effective fee rates on fee-paying AUM have stayed stable.
And and obviously, the individual investor market offers opportunity for improved the fee to some extent. And so I think the fee, the effective fee rates are good, but the structure of that changed a while ago and that's continuing, but is nothing short term, something that is a part of the industry today. It's something we've talked about we talked about literally years ago, and I think dove into for how I think we made dug into it a little bit deeply on one of the calls.

Ken Worthington

Okay, great. Thank you. And then can you just give us an update on your insurance build-out you sort of announced the program, how is that progressing and how is it building?

Michael Sacks

It is progressing well, and we have continued some fundraising there. We have a continued strong pipeline there. And we continue to I tried to tailor and our investment manufacturing capability to make the most sense for that market and really unlock unlock that market. And so we remain we believe that was a very good investment for us. We're used to seeing others target this space, and we believe that channel has a lot of promise for us over the next five years as we seek to double our FRE double our FRE.

Ken Worthington

Okay, great. Thank you.

Operator

(Operator Instructions)
Adam Beatty, UBS.

Adam Beatty

Thank you and good morning. I just wanted to touch on the outlook for ARS. Obviously a bit of a milestone here with net flows turning positive. And it still seems you're guiding sort of stable fees a little bit cautious, which is fair, given 1Q was still down from from prior periods, but just wanted to get a sense of the level of interest, the level of dialogue with clients and how you're seeing flows possibly improving either this year or over the long term in ARS.? Thanks very much.

Michael Sacks

Yeah, thank you, Adam, you heard it in our prepared remarks. You're correct with regard to what you heard any, but it's not so much just like our realistic view. So we are not changing our budgeting convention. If you then extrapolate that based on what happened in the first quarter you'd expect some outflows, as you know, between now and the end of the year?
We did take it and say that we think not only fee rates have stabilized, but our stable, but we think revenues are stable. We think revenues are going to grow going forward through compounding, and that is sort of what our how we budgeted and for the rest of the year.
And your question on pipeline is a good one. The pipe the pipeline is up. The pipeline in R is definitely up.
The interest level is up. It is not really a surprise in light of the very good recent performance, but we're not you know what Believe me, when when we see a real change, we'll call it. We're not afraid to say we see it. We just think it's a little early and it's at the end. So we're maintaining our convention. But we're the pipeline is up and we're certainly going to win every single piece of business that is in that pipeline.

Adam Beatty

Appreciate it. Thanks, Michael. And then maybe for John, on the pipeline, definitely got our attention with the $4 billion figure out there. Just wanted more qualitatively to drill into kind of how you go about thinking about that as it are, the are the re-up rates and the increased contribution rates similar to historical averages, maybe a bit less right now given the environment or what have you and how much of that is based on sort of specific pre-commitments or other dialogue with certain clients thinking throughout.

Jonathan Levin

So just to be clear on the $4 billion of micro clarified this, but I think it's an important point. The $4 billion of real pipeline we mentioned in the prepared remarks is just about our separate account re-ups. So it doesn't include on fundraising activity for ARS. It doesn't include fundraising activity for new client acquisition. It doesn't pick up our specialized funds in there.
And so a that's just important to understand in terms of how we think about the balance of the year from a fundraising perspective, but it's also important to understand because it ties in pretty directly to the comments that I was drilling down in my section, which was the nature of these separate account relationships.
And the nature of them is these are predominantly institutional investors that we are talking to every day every week every month. And that means you're talking to them about how much dry powder is remaining in the program. That means you're talking to them about their own calendar in terms of when they are scheduled to go through various processes on their end internally, whether those be investment committees or legal document review, whatever it is and you actually are working as partners to look at what date or weeks within what period of time you're trying to sign the real see a very, very good visibility into that.
And it's that's the nature of those collaborative close relationships that and you understand when those re-ups are happening. So it's kind of just the calendar, right? And it's a calendar that you have exceptional transparency into our re-up remain about rates remain very strong at 90%-plus the fact that oftentimes the ramp-up are occurring at a higher level than the previous program. We talked about the average of being close to 30% on that front. And so it's a part of your pipeline that you feel highly, highly, highly confident in.
Now you have time sometimes where you thought something might happen on one day, but it happens a couple of weeks later sure.
But you feel very confident that that free up calendar is going to occur. And that's one of the reasons and obviously beyond just delivering a strong value proposition to clients. One of the reasons we love that business is because of the predictability and the stability and the transparency and the opportunity opportunities for growth that it offers.

Adam Beatty

Super. Thanks again for the extra detail in the slide. I appreciate.

Operator

[Tyler Miller, William Blair].

Tyler Miller

Good morning. It's Peter Adam and Jeff, just covered the net flow outlook pretty well, but it was a particularly strong quarter for ARS. for your performance. Obviously, key color on this (inaudible)

Michael Sacks

Yes, I think that in general, the environment over the last six quarters or whatever five quarters has been a better environment for absolute return strategies, there has been ample volatility. There's been more dispersion than we've seen in the past. Higher rates are constructive.
And so all of those sort of macro factors are our constructive four and ARS returns, in particular dispersion among among equity returns and the ability to have a better return set from credit investments, better yield on short credit rebate, things like that so it's just been a it's just been a good environment, as you know, for a hedged approach and for ARS strategies.

Tyler Miller

Congrats the team. Thank you.

Operator

Bill Katz, TD Cowen.

Bill Katz

Actually, thank you. Just a couple of quick ones. Just in terms of the buyback, how much that actually reduces the actual share count versus maybe offsetting stock issuance given the Q1, elevated stock-based comp?

Michael Sacks

Most of that most of the buyback, I was it was is the substantially if not all that was managing the dilution from stock-based comp, which, as you know, is a is a goal of ours.

Bill Katz

Okay. And then just another one on comp. So if I do my math right, the cash comp component of variable incentive on your share of the incentive fees, I think that ratio this quarter was 60%, which is up quarter-on-quarter year on year pretty substantially.
And I think you talked about just over the last quarters, want to get your updated thoughts as the to the extent that the incentive pool rises and you start to monetize more of the of the incentive revenues and your share that goes up, is there an opportunity to continue to lift that ratio? And by doing so is that give you a little more control over the FR recap underneath that. Thank you.

Michael Sacks

That's actually that's actually a great question and very glad that you asked that. And as you know, we believe that we have a lot of earnings power in that line. I think I said in my comments, the only thing that wasn't like a bright spot in the first quarter was we didn't see the carry revenue grow and we need to see good good that we've got announced transactions up.
We need to see inflows and we need to see distributions and we can we know it will come. We will continue. We're waiting for it as the carry revenue grows and as our percentage of the gross carry revenue grows because of the firm's ownership percentage of carry 2014 forward is much higher than it was prior to 2014.
And you can see that in the presentation as that grows, we do think we have real margin opportunity in that line. Obviously, when we have sort of very low levels of revenue, we will have a lower margin there. And as we get as to, you know, more normal levels of revenue and we get some of the growth that we believe is a question of when not if we would hope to have higher margin there in the future and have the ability, you know to be smart about that.
So I appreciate the question. And I think your suspicions and effective are are correct, and hope that the answer was clear.

Bill Katz

Thanks for taking the extra questions and very helpful. Thank you.

Operator

Yes, it appears there are no further questions at this time. I'd like to turn the conference back to our presenters for any additional or closing comments.

Stacie Selinger

Thank you for joining us today. We appreciate the interest and we look forward to speaking with you next quarter, if not before, and have a great day.

Operator

Ladies and gentlemen, thank you for your participating in today's conference. This concludes today's program. We hope everyone has a great day. You may all disconnect.