UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(212 ) 351-6100
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 6, 2023, StepStone Group Inc. (the “Company”) issued a press release announcing its financial results for the second fiscal quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.
The information included in, or furnished with, this Item 2.02 of the report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2023, Johnny Randel notified the Board of Directors (the “Board”) of the Company of his decision to retire as the Company’s Chief Financial Officer, effective December 31, 2023. In connection with Mr. Randel’s notice of retirement, also on November 1, 2023, the Board appointed Mr. David Park, the Company’s current Chief Accounting Officer, to succeed Mr. Randel as the Company’s Chief Financial Officer, effective January 1, 2024.
The Board also elected Mr. Anthony Keathley, the Company’s current Managing Director of Financial Reporting and Consolidation, to succeed Mr. Park as the Company’s Chief Accounting Officer, effective January 1, 2024. In this role, Mr. Keathley will assume duties of the Company’s “principal accounting officer.”
David Y. Park, 50, has served as the Company’s Chief Accounting Officer since November 2019 and has served as Chief Accounting Officer of StepStone Group LP, a Delaware limited partnership (the “Partnership”), since July 2019. Prior to joining the Company in 2019, Mr. Park was with Oaktree Capital Management, L.P., a global alternative investment management firm, since 2012, last serving as the head of corporate accounting, policy and reporting. Prior to Oaktree, he has held senior-level roles in accounting and financial reporting at Jacuzzi Group Worldwide and ViewSonic Corporation. Mr. Park began his career with PricewaterhouseCoopers in the assurance and business advisory practice. Mr. Park received his B.A. in Economics from the University of California at Irvine and Master of Accounting from the University of Southern California. Mr. Park is a licensed certified public accountant in the state of California.
Anthony Keathley, 42, has served as the Company’s Managing Director of Financial Reporting and Consolidations since January 2023. Prior to this role, Mr. Keathley served as the Company’s Director of Financial Reporting and Consolidations (between January 2021 and January 2023), as the Company’s Vice President of Financial Reporting and Consolidations (between January 2020 and January 2021) and as the Company’s Manager of Financial Reporting and Consolidations (between April 2018 and January 2020). Prior to joining the Company, Mr. Keathley worked as a financial controller at both for-profit and nonprofit organizations from 2015 to 2018. From 2011 to 2015, Mr. Keathley served in financial reporting and technical accounting roles at Bridgepoint Education (now Zovio Inc.) and CareFusion Corporation (prior to being acquired by Becton, Dickinson and Company), both publicly held companies. From 2006 to 2010, Mr. Keathley served in the assurance services practice of Ernst and Young LLP. Mr. Keathley received his B.S. in Finance from Oral Roberts University. He is a licensed certified public accountant in the state of California.
In connection with Mr. Keathley’s appointment as the Company’s Chief Accounting Officer, Mr. Keathley is expected to enter into an indemnification agreement with the Company, substantially in the form previously filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1, filed on August 24, 2020 (Registration No. 333-248313). There are no arrangements or understandings between each of Messrs. Park and Keathley and any other persons pursuant to which each of Messrs. Park and Keathley was appointed to their officer roles. In addition, there are no family relationships between each of Messrs. Park and Keathley and any director or executive officer of
the Company, and there are no transactions involving any of Messrs. Park and Keathley requiring disclosure under Item 404(a) of Regulation S-K.
Also on November 1, 2023, the Board, in consideration of Mr. Randel’s services to the Company, determined that it was appropriate to treat his retirement as a “Retirement” for purposes of Mr. Randel’s outstanding restricted stock units and carried interest awards.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on November 6, 2023 regarding the matters noted in Items 5.02 above. A copy of the press release is attached to this report as Exhibit 99.2.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
Press Release of StepStone Group Inc. dated November 6, 2023 regarding financial results | ||||||||
| Press Release of StepStone Group Inc. dated November 6, 2023 regarding management changes | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STEPSTONE GROUP INC. | ||||||||
| Date: November 6, 2023 | By: | /s/ Johnny D. Randel | ||||||
| Johnny D. Randel | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer and Authorized Signatory) | ||||||||
STEPSTONE GROUP REPORTS SECOND QUARTER FISCAL YEAR 2024 RESULTS
NEW YORK, November 6, 2023 – StepStone Group Inc. (Nasdaq: STEP), a global private markets investment firm focused on providing customized investment solutions and advisory and data services, today reported results for the quarter ended September 30, 2023. This represents results for the second quarter of the fiscal year ending March 31, 2024. The Board of Directors of the Company has declared a quarterly cash dividend of $0.21 per share of Class A common stock, payable on December 15, 2023, to the holders of record as of the close of business on November 30, 2023.
StepStone issued a full detailed presentation of its second quarter fiscal 2024 results, which can be accessed by visiting the Company’s website at https://shareholders.stepstonegroup.com or by clicking here.
Webcast and Earnings Conference Call
Management will host a webcast and conference call on Monday, November 6, 2023, at 5:00 pm ET to discuss the Company’s results for the second quarter of the fiscal year ending March 31, 2024. The webcast will be made available on the Shareholders section of the Company's website at https://shareholders.stepstonegroup.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register. A replay will also be available on the Shareholders section of the Company's website approximately two hours after the conclusion of the event.
To join as a live participant in the question and answer portion of the call, participants must register at https://register.vevent.com/register/BId605e133586b4cd284f5a7815047cfbd. Upon registering you will receive the dial-in number and a PIN to join the call as well as an email confirmation with the details.
About StepStone
StepStone Group Inc. (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory, data and administrative services to its clients. As of September 30, 2023, StepStone was responsible for approximately $659 billion of total capital, including $146 billion of assets under management. StepStone's clients include some of the world's largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent endowments, foundations, family offices and private wealth clients, which include high-net-worth and mass affluent individuals. StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real estate asset classes.
Forward-Looking Statements
Some of the statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking. Words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “plan” and “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect management’s current plans, estimates and expectations and are inherently uncertain. The inclusion of any forward-looking information in this release should not be regarded as a representation that the future plans, estimates or expectations contemplated will be achieved. Forward-looking statements are subject to various risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, global and domestic market and business conditions, successful execution of business and
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growth strategies and regulatory factors relevant to our business, as well as assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity and the risks and uncertainties described in greater detail under the “Risk Factors” section of our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 26, 2023, as such factors may be updated from time to time. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use the following non-GAAP financial measures: adjusted management and advisory fees, net, adjusted revenues, adjusted net income (on both a pre-tax and after-tax basis), adjusted net income per share, adjusted weighted-average shares, fee-related earnings, fee-related earnings margin, gross realized performance fees and net realized performance fees. We have provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this earnings release. The presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, the non-GAAP financial measures in this earnings release may not be comparable to similarly titled measures used by other companies in our industry or across different industries. For definitions of these non-GAAP measures and reconciliations to applicable GAAP measures, please see the section titled “Non-GAAP Financial Measures: Definitions and Reconciliations.”
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Financial Highlights and Key Business Drivers/Operating Metrics
| Three Months Ended | Six Months Ended September 30, | Percentage Change | |||||||||||||||||||||||||||||||||
| (in thousands, except share and per share amounts and where noted) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | vs. FQ2'23 | vs. FQ2'23 YTD | ||||||||||||||||||||||||||
| Financial Highlights | |||||||||||||||||||||||||||||||||||
| GAAP Results | |||||||||||||||||||||||||||||||||||
| Management and advisory fees, net | $ | 119,121 | $ | 128,753 | $ | 132,573 | $ | 138,115 | $ | 142,123 | $ | 235,853 | $ | 280,238 | 19 | % | 19 | % | |||||||||||||||||
| Total revenues | (158,495) | (4,235) | 172,374 | 178,011 | 191,422 | (235,713) | 369,433 | na | na | ||||||||||||||||||||||||||
| Total performance fees | (277,616) | (132,988) | 39,801 | 39,896 | 49,299 | (471,566) | 89,195 | na | na | ||||||||||||||||||||||||||
| Net income (loss) | (67,065) | (13,555) | 56,816 | 49,446 | 59,251 | (88,536) | 108,697 | na | na | ||||||||||||||||||||||||||
| Net income (loss) per share of Class A common stock: | |||||||||||||||||||||||||||||||||||
| Basic | $ | (0.48) | $ | (0.11) | $ | 0.46 | $ | 0.34 | $ | 0.42 | $ | (0.66) | $ | 0.76 | na | na | |||||||||||||||||||
| Diluted | $ | (0.48) | $ | (0.11) | $ | 0.46 | $ | 0.34 | $ | 0.42 | $ | (0.66) | $ | 0.75 | na | na | |||||||||||||||||||
Weighted-average shares of Class A common stock: | |||||||||||||||||||||||||||||||||||
| Basic | 61,407,834 | 62,192,899 | 62,805,788 | 62,834,818 | 62,858,468 | 61,276,707 | 62,846,708 | 2 | % | 3 | % | ||||||||||||||||||||||||
| Diluted | 61,407,834 | 62,192,899 | 65,831,409 | 65,739,470 | 66,198,129 | 61,276,707 | 65,970,053 | 8 | % | 8 | % | ||||||||||||||||||||||||
Quarterly dividend per share of Class A common stock(1) | $ | 0.20 | $ | 0.20 | $ | 0.20 | $ | 0.20 | $ | 0.21 | $ | 0.40 | $ | 0.41 | 5 | % | 3 | % | |||||||||||||||||
Supplemental dividend per share of Class A common stock(2) | $ | — | $ | — | $ | — | $ | 0.25 | $ | — | $ | — | $ | 0.25 | na | na | |||||||||||||||||||
| Accrued carried interest allocations | 1,189,323 | 1,126,386 | 1,227,173 | 1,277,783 | 1,331,778 | 12 | % | ||||||||||||||||||||||||||||
Non-GAAP Results(3) | |||||||||||||||||||||||||||||||||||
Adjusted management and advisory fees, net(4) | $ | 119,121 | $ | 128,753 | $ | 132,720 | $ | 138,301 | $ | 142,327 | $ | 235,853 | $ | 280,628 | 19 | % | 19 | % | |||||||||||||||||
| Adjusted revenues | 150,638 | 148,053 | 152,940 | 152,780 | 149,800 | 340,977 | 302,580 | (1) | % | (11) | % | ||||||||||||||||||||||||
| Fee-related earnings (“FRE”) | 39,044 | 42,701 | 37,796 | 44,402 | 43,827 | 75,661 | 88,229 | 12 | % | 17 | % | ||||||||||||||||||||||||
FRE margin(5) | 33 | % | 33 | % | 28 | % | 32 | % | 31 | % | 32 | % | 31 | % | |||||||||||||||||||||
| Gross realized performance fees | 31,517 | 19,300 | 20,220 | 14,479 | 7,473 | 105,124 | 21,952 | (76) | % | (79) | % | ||||||||||||||||||||||||
| Adjusted net income (“ANI”) | 37,261 | 31,153 | 27,115 | 29,388 | 30,173 | 84,395 | 59,561 | (19) | % | (29) | % | ||||||||||||||||||||||||
Adjusted weighted-average shares | 114,606,326 | 114,651,163 | 114,765,635 | 114,673,696 | 115,118,060 | 114,537,025 | 114,897,093 | — | % | — | % | ||||||||||||||||||||||||
| ANI per share | $ | 0.33 | $ | 0.27 | $ | 0.24 | $ | 0.26 | $ | 0.26 | $ | 0.74 | $ | 0.52 | (21) | % | (30) | % | |||||||||||||||||
Key Business Drivers/Operating Metrics (in billions) | |||||||||||||||||||||||||||||||||||
Assets under management (“AUM”)(6) | $ | 135.0 | $ | 134.0 | $ | 138.4 | $ | 142.6 | $ | 145.8 | 8 | % | |||||||||||||||||||||||
Assets under advisement (“AUA”)(6) | 466.7 | 468.0 | 482.2 | 497.0 | 512.9 | 10 | % | ||||||||||||||||||||||||||||
| Fee-earning AUM (“FEAUM”) | 80.1 | 83.0 | 85.4 | 87.4 | 87.3 | 9 | % | ||||||||||||||||||||||||||||
Undeployed fee-earning capital (“UFEC”) | 16.5 | 14.0 | 15.7 | 16.9 | 18.1 | 10 | % | ||||||||||||||||||||||||||||
_______________________________
(1)Dividends paid, as reported in this table, relate to the preceding quarterly period in which they were earned.
(2)The supplemental cash dividend relates to earnings in respect of our full fiscal year 2023.
(3)Adjusted management and advisory fees, net, adjusted revenues, FRE, FRE margin, gross realized performance fees, ANI, adjusted weighted-average shares and ANI per share are non-GAAP measures. See the definitions of these measures and
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reconciliations to the respective, most comparable GAAP measures under “Non-GAAP Financial Measures: Definitions and Reconciliations.”
(4)Excludes the impact of consolidating the Consolidated Funds. See reconciliation of GAAP measures to adjusted measures that follows.
(5)FRE margin is calculated by dividing FRE by adjusted management and advisory fees, net.
(6)AUM/AUA reflects final data for the prior period, adjusted for net new client account activity through the period presented. Does not include post-period investment valuation or cash activity. Net asset value (“NAV”) data for underlying investments is as of the prior period, as reported by underlying managers up to the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end. When NAV data is not available by the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end, such NAVs are adjusted for cash activity following the last available reported NAV.
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StepStone Group Inc.
GAAP Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share amounts)
| As of | |||||||||||
| September 30, 2023 | March 31, 2023 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 117,484 | $ | 102,565 | |||||||
| Restricted cash | 679 | 955 | |||||||||
| Fees and accounts receivable | 45,237 | 44,450 | |||||||||
| Due from affiliates | 51,050 | 54,322 | |||||||||
Investments: | |||||||||||
| Investments in funds | 129,768 | 115,187 | |||||||||
| Accrued carried interest allocations | 1,331,778 | 1,227,173 | |||||||||
Legacy Greenspring investments in funds and accrued carried interest allocations(1) | 700,473 | 770,652 | |||||||||
| Deferred income tax assets | 36,828 | 44,358 | |||||||||
| Lease right-of-use assets, net | 99,843 | 101,130 | |||||||||
| Other assets and receivables | 52,615 | 44,060 | |||||||||
| Intangibles, net | 333,322 | 354,645 | |||||||||
| Goodwill | 580,542 | 580,542 | |||||||||
Assets of Consolidated Funds: | |||||||||||
| Cash and cash equivalents | 58,639 | 25,997 | |||||||||
| Investments, at fair value | 68,481 | 30,595 | |||||||||
| Other assets | 1,624 | 772 | |||||||||
Total assets | $ | 3,608,363 | $ | 3,497,403 | |||||||
| Liabilities and stockholders’ equity | |||||||||||
| Accounts payable, accrued expenses and other liabilities | $ | 91,561 | $ | 89,396 | |||||||
| Accrued compensation and benefits | 110,413 | 66,614 | |||||||||
| Accrued carried interest-related compensation | 697,377 | 644,517 | |||||||||
Legacy Greenspring accrued carried interest-related compensation(1) | 556,219 | 617,994 | |||||||||
| Due to affiliates | 204,503 | 205,424 | |||||||||
| Lease liabilities | 119,117 | 121,224 | |||||||||
| Debt obligations | 123,586 | 98,351 | |||||||||
Liabilities of Consolidated Funds: | |||||||||||
| Other liabilities | 7,904 | 566 | |||||||||
| Total liabilities | 1,910,680 | 1,844,086 | |||||||||
| Redeemable non-controlling interests in Consolidated Funds | 59,272 | 24,530 | |||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $0.001 par value, 650,000,000 authorized; 64,068,952 and 62,834,791 issued and outstanding as of September 30, 2023 and March 31, 2023, respectively | 64 | 63 | |||||||||
Class B common stock, $0.001 par value, 125,000,000 authorized; 46,314,543 and 46,420,141 issued and outstanding as of September 30, 2023 and March 31, 2023, respectively | 46 | 46 | |||||||||
| Additional paid-in capital | 628,977 | 610,567 | |||||||||
| Retained earnings | 165,240 | 160,430 | |||||||||
| Accumulated other comprehensive income | 338 | 461 | |||||||||
| Total StepStone Group Inc. stockholders’ equity | 794,665 | 771,567 | |||||||||
| Non-controlling interests in subsidiaries | 30,394 | 36,380 | |||||||||
Non-controlling interests in legacy Greenspring entities(1) | 144,255 | 152,658 | |||||||||
| Non-controlling interests in the Partnership | 669,097 | 668,182 | |||||||||
| Total stockholders’ equity | 1,638,411 | 1,628,787 | |||||||||
| Total liabilities and stockholders’ equity | $ | 3,608,363 | $ | 3,497,403 | |||||||
(1)Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests.
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StepStone Group Inc.
GAAP Condensed Consolidated Statements of Income (Loss) (Unaudited)
(in thousands, except share and per share amounts)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Management and advisory fees, net | $ | 142,123 | $ | 119,121 | $ | 280,238 | $ | 235,853 | |||||||||||||||
| Performance fees: | |||||||||||||||||||||||
| Incentive fees | 4,946 | 5,365 | 4,952 | 5,365 | |||||||||||||||||||
| Carried interest allocations: | |||||||||||||||||||||||
| Realized | 1,585 | 22,469 | 16,058 | 96,076 | |||||||||||||||||||
| Unrealized | 55,371 | (176,778) | 104,735 | (290,728) | |||||||||||||||||||
| Total carried interest allocations | 56,956 | (154,309) | 120,793 | (194,652) | |||||||||||||||||||
Legacy Greenspring carried interest allocations(1) | (12,603) | (128,672) | (36,550) | (282,279) | |||||||||||||||||||
| Total performance fees | 49,299 | (277,616) | 89,195 | (471,566) | |||||||||||||||||||
| Total revenues | 191,422 | (158,495) | 369,433 | (235,713) | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits: | |||||||||||||||||||||||
| Cash-based compensation | 74,851 | 59,501 | 144,932 | 119,562 | |||||||||||||||||||
| Equity-based compensation | 5,916 | 3,783 | 14,388 | 7,497 | |||||||||||||||||||
| Performance fee-related compensation: | |||||||||||||||||||||||
| Realized | 1,720 | 13,630 | 10,822 | 55,365 | |||||||||||||||||||
| Unrealized | 28,712 | (86,126) | 52,923 | (140,679) | |||||||||||||||||||
| Total performance fee-related compensation | 30,432 | (72,496) | 63,745 | (85,314) | |||||||||||||||||||
Legacy Greenspring performance fee-related compensation(1) | (12,603) | (128,672) | (36,550) | (282,279) | |||||||||||||||||||
| Total compensation and benefits | 98,596 | (137,884) | 186,515 | (240,534) | |||||||||||||||||||
| General, administrative and other | 31,729 | 33,733 | 65,006 | 67,965 | |||||||||||||||||||
| Total expenses | 130,325 | (104,151) | 251,521 | (172,569) | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Investment income (loss) | 3,080 | (3,691) | 6,166 | (4,792) | |||||||||||||||||||
Legacy Greenspring investment loss(1) | (3,966) | (15,357) | (6,832) | (23,961) | |||||||||||||||||||
| Investment income of Consolidated Funds | 8,772 | — | 11,134 | — | |||||||||||||||||||
| Interest income | 977 | 356 | 1,408 | 367 | |||||||||||||||||||
| Interest expense | (2,108) | (817) | (4,120) | (1,404) | |||||||||||||||||||
| Other loss | (872) | (634) | (645) | (1,738) | |||||||||||||||||||
| Total other income (expense) | 5,883 | (20,143) | 7,111 | (31,528) | |||||||||||||||||||
| Income (loss) before income tax | 66,980 | (74,487) | 125,023 | (94,672) | |||||||||||||||||||
| Income tax expense (benefit) | 7,729 | (7,422) | 16,326 | (6,136) | |||||||||||||||||||
| Net income (loss) | 59,251 | (67,065) | 108,697 | (88,536) | |||||||||||||||||||
| Less: Net income attributable to non-controlling interests in subsidiaries | 9,615 | 8,690 | 19,245 | 16,261 | |||||||||||||||||||
Less: Net loss attributable to non-controlling interests in legacy Greenspring entities(1) | (3,966) | (15,357) | (6,832) | (23,961) | |||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests in the Partnership | 22,928 | (31,177) | 42,788 | (40,575) | |||||||||||||||||||
| Less: Net income attributable to redeemable non-controlling interests in Consolidated Funds | 4,449 | — | 6,002 | — | |||||||||||||||||||
| Net income (loss) attributable to StepStone Group Inc. | $ | 26,225 | $ | (29,221) | $ | 47,494 | $ | (40,261) | |||||||||||||||
| Net income (loss) per share of Class A common stock: | |||||||||||||||||||||||
| Basic | $ | 0.42 | $ | (0.48) | $ | 0.76 | $ | (0.66) | |||||||||||||||
| Diluted | $ | 0.42 | $ | (0.48) | $ | 0.75 | $ | (0.66) | |||||||||||||||
| Weighted-average shares of Class A common stock: | |||||||||||||||||||||||
| Basic | 62,858,468 | 61,407,834 | 62,846,708 | 61,276,707 | |||||||||||||||||||
| Diluted | 66,198,129 | 61,407,834 | 65,970,053 | 61,276,707 | |||||||||||||||||||
(1)Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests.
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Non-GAAP Financial Measures: Definitions and Reconciliations
Adjusted Management and Advisory Fees, Net
The following table presents the components of adjusted management and advisory fees, net. We believe adjusted management and advisory fees, net is useful to investors because it removes the impact of consolidating the Consolidated Funds which we are required to consolidate under GAAP.
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
Focused commingled funds(1) | $ | 51,553 | $ | 60,680 | $ | 62,093 | $ | 67,119 | $ | 70,481 | $ | 104,295 | $ | 137,600 | ||||||||||||
| Separately managed accounts | 52,179 | 53,515 | 54,033 | 55,744 | 56,431 | 102,639 | 112,175 | |||||||||||||||||||
| Advisory and other services | 13,788 | 13,926 | 15,546 | 14,101 | 13,740 | 26,772 | 27,841 | |||||||||||||||||||
Fund reimbursement revenues(1) | 1,601 | 632 | 1,048 | 1,337 | 1,675 | 2,147 | 3,012 | |||||||||||||||||||
Adjusted management and advisory fees, net | $ | 119,121 | $ | 128,753 | $ | 132,720 | $ | 138,301 | $ | 142,327 | $ | 235,853 | $ | 280,628 | ||||||||||||
_______________________________
(1)Reflects the add-back of management and advisory fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
Adjusted Revenues
Adjusted revenues represents the components of revenues used in the determination of ANI and comprise adjusted management and advisory fees, net, incentive fees (including the deferred portion) and realized carried interest allocations. We believe adjusted revenues is useful to investors because it presents a measure of realized revenues.
The table below shows a reconciliation of revenues to adjusted revenues.
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
| Total revenues | $ | (158,495) | $ | (4,235) | $ | 172,374 | $ | 178,011 | $ | 191,422 | $ | (235,713) | $ | 369,433 | ||||||||||||
| Unrealized carried interest allocations | 176,778 | 63,367 | (100,753) | (49,364) | (55,371) | 290,728 | (104,735) | |||||||||||||||||||
| Deferred incentive fees | 3,683 | — | 209 | — | 942 | 3,683 | 942 | |||||||||||||||||||
Legacy Greenspring carried interest allocations | 128,672 | 88,921 | 80,963 | 23,947 | 12,603 | 282,279 | 36,550 | |||||||||||||||||||
Management and advisory fee revenues for the Consolidated Funds(1) | — | — | 147 | 186 | 204 | — | 390 | |||||||||||||||||||
| Adjusted revenues | $ | 150,638 | $ | 148,053 | $ | 152,940 | $ | 152,780 | $ | 149,800 | $ | 340,977 | $ | 302,580 | ||||||||||||
(1)Reflects the add-back of management and advisory fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
The table below shows a reconciliation of GAAP measures to additional non-GAAP measures. We use the non-GAAP measures presented below as components when calculating FRE and ANI. We believe these additional non-GAAP measures are useful to investors in evaluating both the baseline earnings from recurring management and advisory fees, which provide additional insight into the operating profitability of our business, and the after-tax net realized income attributable to us, allowing investors to evaluate the performance of our business. These
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additional non-GAAP measures remove the impact of Consolidated Funds that we are required to consolidate under GAAP, and certain other items that we believe are not indicative of our core operating performance.
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
| GAAP management and advisory fees, net | $ | 119,121 | $ | 128,753 | $ | 132,573 | $ | 138,115 | $ | 142,123 | $ | 235,853 | $ | 280,238 | ||||||||||||
Management and advisory fee revenues for the Consolidated Funds(1) | — | — | 147 | 186 | 204 | — | 390 | |||||||||||||||||||
Adjusted management and advisory fees, net | $ | 119,121 | $ | 128,753 | $ | 132,720 | $ | 138,301 | $ | 142,327 | $ | 235,853 | $ | 280,628 | ||||||||||||
| GAAP cash-based compensation | $ | 59,501 | $ | 62,628 | $ | 69,990 | $ | 70,081 | $ | 74,851 | $ | 119,562 | $ | 144,932 | ||||||||||||
Adjustments(2) | (740) | (520) | (653) | (531) | (574) | (1,431) | (1,105) | |||||||||||||||||||
| Adjusted cash-based compensation | $ | 58,761 | $ | 62,108 | $ | 69,337 | $ | 69,550 | $ | 74,277 | $ | 118,131 | $ | 143,827 | ||||||||||||
| GAAP equity-based compensation | $ | 3,783 | $ | 8,108 | $ | 9,335 | $ | 8,472 | $ | 5,916 | $ | 7,497 | $ | 14,388 | ||||||||||||
Adjustments(3) | (3,125) | (7,444) | (8,274) | (7,171) | (4,644) | (6,196) | (11,815) | |||||||||||||||||||
| Adjusted equity-based compensation | $ | 658 | $ | 664 | $ | 1,061 | $ | 1,301 | $ | 1,272 | $ | 1,301 | $ | 2,573 | ||||||||||||
| GAAP general, administrative and other | $ | 33,733 | $ | 43,582 | $ | 35,612 | $ | 33,277 | $ | 31,729 | $ | 67,965 | $ | 65,006 | ||||||||||||
Adjustments(4) | (13,075) | (20,302) | (11,086) | (10,229) | (8,778) | (27,205) | (19,007) | |||||||||||||||||||
| Adjusted general, administrative and other | $ | 20,658 | $ | 23,280 | $ | 24,526 | $ | 23,048 | $ | 22,951 | $ | 40,760 | $ | 45,999 | ||||||||||||
| GAAP interest income | $ | 356 | $ | 701 | $ | 853 | $ | 431 | $ | 977 | $ | 367 | $ | 1,408 | ||||||||||||
Interest income earned by the Consolidated Funds(5) | — | — | (195) | (244) | (249) | — | (493) | |||||||||||||||||||
| Adjusted interest income | $ | 356 | $ | 701 | $ | 658 | $ | 187 | $ | 728 | $ | 367 | $ | 915 | ||||||||||||
| GAAP other income (loss) | $ | (634) | $ | 358 | $ | (40) | $ | 227 | $ | (872) | $ | (1,738) | $ | (645) | ||||||||||||
Adjustments(6) | — | — | 86 | (376) | 403 | — | 27 | |||||||||||||||||||
| Adjusted other income (loss) | $ | (634) | $ | 358 | $ | 46 | $ | (149) | $ | (469) | $ | (1,738) | $ | (618) | ||||||||||||
(1)Reflects the add-back of management and advisory fee revenues for the Consolidated Funds, which have been eliminated in consolidation.
(2)Reflects the removal of severance and compensation paid to certain employees as part of an acquisition earn-out.
(3)Reflects the removal of equity-based compensation for awards granted prior to and in connection with the IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in connection with the Private Wealth Transaction.
(4)Reflects the removal of lease remeasurement adjustments, accelerated depreciation of leasehold improvements for changes in lease terms, amortization of intangibles, transaction-related costs and other non-core operating income and expenses.
(5)Reflects the removal of interest income earned by the Consolidated Funds.
(6)Reflects the removal of amounts for Tax Receivable Agreements adjustments recognized as other income (loss) and the removal of the impact of consolidation of the Consolidated Funds.
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Adjusted Net Income
Adjusted net income, or “ANI”, is a non-GAAP performance measure that we present before the consolidation of StepStone Funds on a pre-tax and after-tax basis used to evaluate profitability. ANI represents the after-tax net realized income attributable to us. ANI does not reflect legacy Greenspring carried interest allocation revenues, legacy Greenspring carried interest-related compensation and legacy Greenspring investment income as none of the economics are attributable to us. The components of revenues used in the determination of ANI (“adjusted revenues”) comprise adjusted management and advisory fees, net, incentive fees (including the deferred portion) and realized carried interest allocations. In addition, ANI excludes: (a) unrealized carried interest allocation revenues and related compensation, (b) unrealized investment income (loss), (c) equity-based compensation for awards granted prior to and in connection with our IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in connection with the Private Wealth Transaction, (d) amortization of intangibles, (e) net income (loss) attributable to non-controlling interests in subsidiaries, (f) charges associated with acquisitions and corporate transactions, and (g) certain other items that we believe are not indicative of our core operating performance. ANI is fully taxed at our blended statutory rate. We believe ANI and adjusted revenues are useful to investors because they enable investors to evaluate the performance of our business across reporting periods.
Fee-Related Earnings
Fee-related earnings, or “FRE”, is a non-GAAP performance measure used to monitor our baseline earnings from recurring management and advisory fees. FRE is a component of ANI and comprises adjusted management and advisory fees, net, less adjusted expenses which are operating expenses other than (a) performance fee-related compensation, (b) equity-based compensation for awards granted prior to and in connection with our IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in connection with the Private Wealth Transaction, (c) amortization of intangibles, (d) charges associated with acquisitions and corporate transactions, and (e) certain other items that we believe are not indicative of our core operating performance. FRE is presented before income taxes. We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business and our ability to cover direct base compensation and operating expenses from total fee revenue.
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The table below shows a reconciliation of income (loss) before income tax to ANI and FRE.
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
| Income (loss) before income tax | $ | (74,487) | (14,287) | $ | 67,505 | $ | 58,043 | $ | 66,980 | $ | (94,672) | $ | 125,023 | |||||||||||||
Net income attributable to non-controlling interests in subsidiaries(1) | (9,985) | (10,802) | (10,151) | (10,540) | (10,321) | (18,101) | (20,861) | |||||||||||||||||||
| Net loss attributable to non-controlling interests in legacy Greenspring entities | 15,357 | 8,966 | 11,148 | 2,866 | 3,966 | 23,961 | 6,832 | |||||||||||||||||||
| Unrealized carried interest allocations | 176,778 | 63,367 | (100,753) | (49,364) | (55,371) | 290,728 | (104,735) | |||||||||||||||||||
| Unrealized performance fee-related compensation | (86,126) | (31,875) | 53,515 | 24,211 | 28,712 | (140,679) | 52,923 | |||||||||||||||||||
| Unrealized investment (income) loss | 5,795 | 1,354 | (2,207) | (2,529) | (1,657) | 8,865 | (4,186) | |||||||||||||||||||
| Impact of Consolidated Funds | — | (4,895) | (4,002) | (2,647) | (8,223) | — | (10,870) | |||||||||||||||||||
| Deferred incentive fees | 3,683 | — | 209 | — | 942 | 3,683 | 942 | |||||||||||||||||||
Equity-based compensation(2) | 3,125 | 7,444 | 8,274 | 7,171 | 4,644 | 6,196 | 11,815 | |||||||||||||||||||
| Amortization of intangibles | 10,870 | 10,870 | 10,870 | 10,661 | 10,661 | 21,741 | 21,322 | |||||||||||||||||||
| Tax Receivable Agreements adjustments through earnings | — | — | (244) | — | — | — | — | |||||||||||||||||||
Non-core items(3) | 2,945 | 9,952 | 733 | (50) | (1,500) | 6,895 | (1,550) | |||||||||||||||||||
| Pre-tax ANI | 47,955 | 40,094 | 34,897 | 37,822 | 38,833 | 108,617 | 76,655 | |||||||||||||||||||
Income taxes(4) | (10,694) | (8,941) | (7,782) | (8,434) | (8,660) | (24,222) | (17,094) | |||||||||||||||||||
| ANI | 37,261 | 31,153 | 27,115 | 29,388 | 30,173 | 84,395 | 59,561 | |||||||||||||||||||
Income taxes(4) | 10,694 | 8,941 | 7,782 | 8,434 | 8,660 | 24,222 | 17,094 | |||||||||||||||||||
| Realized carried interest allocations | (22,469) | (16,320) | (18,693) | (14,473) | (1,585) | (96,076) | (16,058) | |||||||||||||||||||
Realized performance fee-related compensation(5) | 13,630 | 11,726 | 12,755 | 9,102 | 1,720 | 55,365 | 10,822 | |||||||||||||||||||
| Realized investment income | (2,104) | (673) | (757) | (557) | (1,423) | (4,073) | (1,980) | |||||||||||||||||||
| Incentive fees | (5,365) | (2,980) | (1,318) | (6) | (4,946) | (5,365) | (4,952) | |||||||||||||||||||
| Deferred incentive fees | (3,683) | — | (209) | — | (942) | (3,683) | (942) | |||||||||||||||||||
Adjusted interest income(6) | (356) | (701) | (658) | (187) | (728) | (367) | (915) | |||||||||||||||||||
| Interest expense | 817 | 1,111 | 1,674 | 2,012 | 2,108 | 1,404 | 4,120 | |||||||||||||||||||
Adjusted other (income) loss(6)(7) | 634 | (358) | (46) | 149 | 469 | 1,738 | 618 | |||||||||||||||||||
Net income attributable to non-controlling interests in subsidiaries(1) | 9,985 | 10,802 | 10,151 | 10,540 | 10,321 | 18,101 | 20,861 | |||||||||||||||||||
| FRE | $ | 39,044 | $ | 42,701 | $ | 37,796 | $ | 44,402 | $ | 43,827 | $ | 75,661 | $ | 88,229 | ||||||||||||
(1)Reflects the portion of pre-tax ANI of our subsidiaries attributable to non-controlling interests:
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
FRE attributable to non-controlling interests in subsidiaries | $ | 10,149 | $ | 10,167 | $ | 9,843 | $ | 10,534 | $ | 9,463 | $ | 18,663 | $ | 19,997 | ||||||||||||
Non fee-related earnings (losses) attributable to non-controlling interests in subsidiaries | (164) | 635 | 308 | 6 | 858 | (562) | 864 | |||||||||||||||||||
Net income attributable to non-controlling interests in subsidiaries | $ | 9,985 | $ | 10,802 | $ | 10,151 | $ | 10,540 | $ | 10,321 | $ | 18,101 | $ | 20,861 | ||||||||||||
(2)Reflects equity-based compensation for awards granted prior to and in connection with the IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in connection with the Private Wealth Transaction.
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(3)Includes (income) expense related to the following non-core operating income and expenses:
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
| Transaction costs | $ | — | $ | 6,812 | $ | 38 | $ | 37 | $ | 163 | $ | 3 | $ | 200 | ||||||||||||
| Lease remeasurement adjustments | (2,709) | — | — | — | — | (2,709) | — | |||||||||||||||||||
| Accelerated depreciation of leasehold improvements for changes in lease terms | 210 | 631 | 631 | 631 | 631 | 210 | 1,262 | |||||||||||||||||||
| Severance costs | 134 | 42 | 73 | — | — | 178 | — | |||||||||||||||||||
| (Gain) loss on change in fair value for contingent consideration obligation | 4,704 | 1,989 | (588) | (1,249) | (2,868) | 7,960 | (4,117) | |||||||||||||||||||
| Compensation paid to certain employees as part of an acquisition earn-out | 606 | 478 | 579 | 531 | 574 | 1,253 | 1,105 | |||||||||||||||||||
| Total non-core operating income and expenses | $ | 2,945 | $ | 9,952 | $ | 733 | $ | (50) | $ | (1,500) | $ | 6,895 | $ | (1,550) | ||||||||||||
(4)Represents corporate income taxes at a blended statutory rate applied to pre-tax ANI:
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | ||||||||||||||||||||
| Federal statutory rate | 21.0 | % | 21.0 | % | 21.0 | % | 21.0 | % | 21.0 | % | 21.0 | % | 21.0 | % | ||||||||||||
| Combined state, local and foreign rate | 1.3 | % | 1.3 | % | 1.3 | % | 1.3 | % | 1.3 | % | 1.3 | % | 1.3 | % | ||||||||||||
| Blended statutory rate | 22.3 | % | 22.3 | % | 22.3 | % | 22.3 | % | 22.3 | % | 22.3 | % | 22.3 | % | ||||||||||||
(5)Includes carried interest-related compensation expense related to the portion of net carried interest allocation revenue attributable to equity holders of the Company’s consolidated subsidiaries that are not 100% owned:
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
Realized carried interest-related compensation | $ | 2,412 | $ | 2,208 | $ | 2,358 | $ | 2,189 | $ | — | $ | 6,809 | $ | 2,189 | ||||||||||||
(6)Excludes the impact of consolidating the Consolidated Funds.
(7)Excludes amounts for Tax Receivable Agreements adjustments recognized as other income (loss) ($244 thousand for the three months ended March 31, 2023).
Fee-Related Earnings Margin
FRE margin is a non-GAAP performance measure which is calculated by dividing FRE by adjusted management and advisory fees, net. We believe FRE margin is an important measure of profitability on revenues that are largely recurring by nature. We believe FRE margin is useful to investors because it enables them to better evaluate the operating profitability of our business across periods.
The table below shows a reconciliation of FRE to FRE margin.
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
| FRE | $ | 39,044 | $ | 42,701 | $ | 37,796 | $ | 44,402 | $ | 43,827 | $ | 75,661 | $ | 88,229 | ||||||||||||
| Adjusted management and advisory fees, net | 119,121 | 128,753 | 132,720 | 138,301 | 142,327 | 235,853 | 280,628 | |||||||||||||||||||
| FRE margin | 33 | % | 33 | % | 28 | % | 32 | % | 31 | % | 32 | % | 31 | % | ||||||||||||
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Gross Realized Performance Fees
Gross realized performance fees represents realized carried interest allocations and incentive fees, including the deferred portion and excluding legacy Greenspring entities. We believe gross realized performance fees is useful to investors because it presents the total performance fees realized by us.
Net Realized Performance Fees
Net realized performance fees represents gross realized performance fees, less realized performance fee-related compensation and excluding legacy Greenspring entities. We believe net realized performance fees is useful to investors because it presents the performance fees attributable to us, net of amounts paid to employees as performance fee-related compensation.
The table below shows a reconciliation of total performance fees to gross and net realized performance fees.
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | |||||||||||||||||||
| Incentive fees | $ | 5,365 | $ | 2,980 | $ | 1,318 | $ | 6 | $ | 4,946 | $ | 5,365 | $ | 4,952 | ||||||||||||
Realized carried interest allocations | 22,469 | 16,320 | 18,693 | 14,473 | 1,585 | 96,076 | 16,058 | |||||||||||||||||||
Unrealized carried interest allocations | (176,778) | (63,367) | 100,753 | 49,364 | 55,371 | (290,728) | 104,735 | |||||||||||||||||||
Legacy Greenspring carried interest allocations | (128,672) | (88,921) | (80,963) | (23,947) | (12,603) | (282,279) | (36,550) | |||||||||||||||||||
| Total performance fees | (277,616) | (132,988) | 39,801 | 39,896 | 49,299 | (471,566) | 89,195 | |||||||||||||||||||
Unrealized carried interest allocations | 176,778 | 63,367 | (100,753) | (49,364) | (55,371) | 290,728 | (104,735) | |||||||||||||||||||
| Legacy Greenspring carried interest allocations | 128,672 | 88,921 | 80,963 | 23,947 | 12,603 | 282,279 | 36,550 | |||||||||||||||||||
| Deferred incentive fees | 3,683 | — | 209 | — | 942 | 3,683 | 942 | |||||||||||||||||||
| Gross realized performance fees | 31,517 | 19,300 | 20,220 | 14,479 | 7,473 | 105,124 | 21,952 | |||||||||||||||||||
Realized performance fee-related compensation(1) | (13,630) | (11,726) | (12,755) | (9,102) | (1,720) | (55,365) | (10,822) | |||||||||||||||||||
| Net realized performance fees | $ | 17,887 | $ | 7,574 | $ | 7,465 | $ | 5,377 | $ | 5,753 | $ | 49,759 | $ | 11,130 | ||||||||||||
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Adjusted Weighted-Average Shares and Adjusted Net Income Per Share
ANI per share measures our per-share earnings assuming all Class B units and Class C units in the Partnership were exchanged for Class A common stock in SSG, including the dilutive impact of outstanding equity-based awards. ANI per share is calculated as ANI divided by adjusted weighted-average shares outstanding. We believe adjusted weighted-average shares and ANI per share are useful to investors because they enable investors to better evaluate per-share operating performance across reporting periods.
The following table shows a reconciliation of diluted weighted-average shares of Class A common stock outstanding to adjusted weighted-average shares outstanding used in the computation of ANI per share.
| Three Months Ended | Six Months Ended September 30, | |||||||||||||||||||||||||
| September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | ||||||||||||||||||||
| ANI | $ | 37,261 | $ | 31,153 | $ | 27,115 | $ | 29,388 | $ | 30,173 | $ | 84,395 | $ | 59,561 | ||||||||||||
| Weighted-average shares of Class A common stock outstanding – Basic | 61,407,834 | 62,192,899 | 62,805,788 | 62,834,818 | 62,858,468 | 61,276,707 | 62,846,708 | |||||||||||||||||||
| Assumed vesting of RSUs | 913,479 | 457,818 | 524,576 | 400,034 | 801,014 | 856,217 | 601,620 | |||||||||||||||||||
| Assumed vesting and exchange of Class B2 units | 2,466,194 | 2,486,197 | 2,501,045 | 2,504,618 | 2,538,647 | 2,457,561 | 2,521,725 | |||||||||||||||||||
Exchange of Class B units in the Partnership(1) | 46,889,995 | 46,662,062 | 46,420,141 | 46,420,141 | 46,417,845 | 47,017,716 | 46,418,987 | |||||||||||||||||||
Exchange of Class C units in the Partnership(2) | 2,928,824 | 2,852,187 | 2,514,085 | 2,514,085 | 2,502,086 | 2,928,824 | 2,508,053 | |||||||||||||||||||
| Adjusted weighted-average shares | 114,606,326 | 114,651,163 | 114,765,635 | 114,673,696 | 115,118,060 | 114,537,025 | 114,897,093 | |||||||||||||||||||
| ANI per share | $ | 0.33 | $ | 0.27 | $ | 0.24 | $ | 0.26 | $ | 0.26 | $ | 0.74 | $ | 0.52 | ||||||||||||
(1)Assumes the full exchange of Class B units in the Partnership for Class A common stock of SSG pursuant to the Class B Exchange Agreement.
(2)Assumes the full exchange of Class C units in the Partnership for Class A common stock of SSG pursuant to the Class C Exchange Agreement.
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Key Operating Metrics
We monitor certain operating metrics that are either common to the asset management industry or that we believe provide important data regarding our business. Refer to the Glossary below for a definition of each of these metrics.
Fee-Earning AUM
| Three Months Ended | Six Months Ended September 30, | Percentage Change | ||||||||||||||||||||||||||||||
| (in millions) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | 2022 | 2023 | vs. FQ2'23 | ||||||||||||||||||||||||
| Separately Managed Accounts | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | 52,198 | $ | 52,881 | $ | 53,420 | $ | 55,345 | $ | 56,645 | $ | 49,586 | $ | 55,345 | 9 | % | ||||||||||||||||
Contributions(1) | 1,760 | 2,149 | 2,378 | 1,425 | 1,036 | 5,131 | 2,461 | (41) | % | |||||||||||||||||||||||
Distributions(2) | (588) | (2,178) | (997) | (429) | (1,459) | (1,033) | (1,888) | 148 | % | |||||||||||||||||||||||
Market value, FX and other(3) | (489) | 568 | 544 | 304 | 158 | (803) | 462 | na | ||||||||||||||||||||||||
| Ending balance | $ | 52,881 | $ | 53,420 | $ | 55,345 | $ | 56,645 | $ | 56,380 | $ | 52,881 | $ | 56,380 | 7 | % | ||||||||||||||||
| Focused Commingled Funds | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | 26,352 | $ | 27,236 | $ | 29,565 | $ | 30,086 | $ | 30,762 | $ | 25,587 | $ | 30,086 | 17 | % | ||||||||||||||||
Contributions(1) | 1,139 | 2,497 | 713 | 796 | 992 | 2,299 | 1,788 | (13) | % | |||||||||||||||||||||||
Distributions(2) | (304) | (168) | (308) | (252) | (988) | (686) | (1,240) | 225 | % | |||||||||||||||||||||||
Market value, FX and other(3) | 49 | — | 116 | 132 | 139 | 36 | 271 | 184 | % | |||||||||||||||||||||||
| Ending balance | $ | 27,236 | $ | 29,565 | $ | 30,086 | $ | 30,762 | $ | 30,905 | $ | 27,236 | $ | 30,905 | 13 | % | ||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| Beginning balance | $ | 78,550 | $ | 80,117 | $ | 82,985 | $ | 85,431 | $ | 87,407 | $ | 75,173 | $ | 85,431 | 11 | % | ||||||||||||||||
Contributions(1) | 2,899 | 4,646 | 3,091 | 2,221 | 2,028 | 7,430 | 4,249 | (30) | % | |||||||||||||||||||||||
Distributions(2) | (892) | (2,346) | (1,305) | (681) | (2,447) | (1,719) | (3,128) | 174 | % | |||||||||||||||||||||||
Market value, FX and other(3) | (440) | 568 | 660 | 436 | 297 | (767) | 733 | na | ||||||||||||||||||||||||
| Ending balance | $ | 80,117 | $ | 82,985 | $ | 85,431 | $ | 87,407 | $ | 87,285 | $ | 80,117 | $ | 87,285 | 9 | % | ||||||||||||||||
(1)Contributions consist of new capital commitments that earn fees on committed capital and capital contributions to funds and accounts that earn fees on net invested capital or NAV.
(2)Distributions consist of returns of capital from funds and accounts that pay fees on net invested capital or NAV and reductions in fee-earning AUM from funds that moved from a committed capital to net invested capital fee basis or from funds and accounts that no longer pay fees.
(3)Market value, FX and other primarily consist of changes in market value appreciation (depreciation) for funds that pay on NAV and the effect of foreign exchange rate changes on non-U.S. dollar denominated commitments.
14
Asset Class Summary
| Three Months Ended | Percentage Change | ||||||||||||||||||||||
| (in millions) | September 30, 2022 | December 31, 2022 | March 31, 2023 | June 30, 2023 | September 30, 2023 | vs. FQ2'23 | |||||||||||||||||
| FEAUM | |||||||||||||||||||||||
| Private equity | $ | 42,781 | $ | 45,048 | $ | 45,766 | $ | 46,539 | $ | 46,464 | 9% | ||||||||||||
| Infrastructure | 18,592 | 18,314 | 19,274 | 19,874 | 20,122 | 8% | |||||||||||||||||
| Private debt | 13,377 | 14,082 | 14,361 | 14,865 | 15,122 | 13% | |||||||||||||||||
| Real estate | 5,367 | 5,541 | 6,030 | 6,129 | 5,577 | 4% | |||||||||||||||||
| Total | $ | 80,117 | $ | 82,985 | $ | 85,431 | $ | 87,407 | $ | 87,285 | 9% | ||||||||||||
| Separately managed accounts | $ | 52,881 | $ | 53,420 | $ | 55,345 | $ | 56,645 | $ | 56,380 | 7% | ||||||||||||
| Focused commingled funds | 27,236 | 29,565 | 30,086 | 30,762 | 30,905 | 13% | |||||||||||||||||
| Total | $ | 80,117 | $ | 82,985 | $ | 85,431 | $ | 87,407 | $ | 87,285 | 9% | ||||||||||||
AUM(1) | |||||||||||||||||||||||
| Private equity | $ | 72,169 | $ | 70,868 | $ | 71,611 | $ | 73,511 | $ | 76,031 | 5% | ||||||||||||
| Infrastructure | 27,749 | 27,324 | 27,285 | 28,521 | 28,678 | 3% | |||||||||||||||||
| Private debt | 23,583 | 24,437 | 26,592 | 27,099 | 27,520 | 17% | |||||||||||||||||
| Real estate | 11,516 | 11,372 | 12,891 | 13,469 | 13,612 | 18% | |||||||||||||||||
| Total | $ | 135,017 | $ | 134,001 | $ | 138,379 | $ | 142,600 | $ | 145,841 | 8% | ||||||||||||
| Separately managed accounts | $ | 78,625 | $ | 77,797 | $ | 82,243 | $ | 85,058 | $ | 85,387 | 9% | ||||||||||||
| Focused commingled funds | 43,928 | 43,289 | 43,062 | 44,389 | 46,266 | 5% | |||||||||||||||||
| Advisory AUM | 12,464 | 12,915 | 13,074 | 13,153 | 14,188 | 14% | |||||||||||||||||
| Total | $ | 135,017 | $ | 134,001 | $ | 138,379 | $ | 142,600 | $ | 145,841 | 8% | ||||||||||||
| AUA | |||||||||||||||||||||||
| Private equity | $ | 239,640 | $ | 239,270 | $ | 242,461 | $ | 251,880 | $ | 264,327 | 10% | ||||||||||||
| Infrastructure | 47,538 | 47,833 | 50,700 | 53,593 | 55,146 | 16% | |||||||||||||||||
| Private debt | 16,831 | 16,823 | 17,362 | 17,525 | 18,026 | 7% | |||||||||||||||||
| Real estate | 162,691 | 164,072 | 171,668 | 173,992 | 175,369 | 8% | |||||||||||||||||
| Total | $ | 466,700 | $ | 467,998 | $ | 482,191 | $ | 496,990 | $ | 512,868 | 10% | ||||||||||||
Total capital responsibility(2) | $ | 601,717 | $ | 601,999 | $ | 620,570 | $ | 639,590 | $ | 658,709 | 9% | ||||||||||||
Note: Amounts may not sum to total due to rounding. AUM/AUA reflects final data for the prior period, adjusted for net new client account activity through the period presented, and does not include post-period investment valuation or cash activity. Net asset value (“NAV”) data for underlying investments is as of the prior period, as reported by underlying managers up to the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end. When NAV data is not available by the business day occurring on or after 100 days, or 115 days at the fiscal year-end, following the prior period end, such NAVs are adjusted for cash activity following the last available reported NAV.
(1)Allocation of AUM by asset class is presented by underlying investment asset classification.
(2)Total capital responsibility equals assets under management (AUM) plus assets under advisement (AUA).
15
Contacts
Shareholder Relations:
Seth Weiss
shareholders@stepstonegroup.com
1-212-351-6106
Media:
Brian Ruby / Chris Gillick / Matt Lettiero, ICR
StepStonePR@icrinc.com
1-203-682-8268
16
Glossary
Assets under advisement, or “AUA”, consists of client assets for which we do not have full discretion to make investment decisions but play a role in advising the client or monitoring their investments. We generally earn revenue for advisory-related services on a contractual fixed fee basis. Advisory-related services include asset allocation, strategic planning, development of investment policies and guidelines, screening and recommending investments, legal negotiations, monitoring and reporting on investments, and investment manager review and due diligence. Advisory fees vary by client based on the scope of services, investment activity and other factors. Most of our advisory fees are fixed, and therefore, increases or decreases in AUA do not necessarily lead to proportionate changes in revenue. We believe AUA is a useful metric for assessing the relative size of our advisory business.
Our AUA is calculated as the sum of (i) the NAV of client portfolio assets for which we do not have full discretion and (ii) the unfunded commitments of clients to the underlying investments. Our AUA reflects the investment valuations in respect of the underlying investments of our client accounts on a three-month lag, adjusted for new client account activity through the period end. Our AUA does not include post-period investment valuation or cash activity. AUA as of September 30, 2023 reflects final data for the prior period (June 30, 2023), adjusted for net new client account activity through September 30, 2023. NAV data for underlying investments is as of June 30, 2023, as reported by underlying managers up to the business day occurring on or after 100 days following June 30, 2023. When NAV data is not available by the business day occurring on or after 100 days following June 30, 2023, such NAVs are adjusted for cash activity following the last available reported NAV.
Assets under management, or “AUM”, primarily reflects the assets associated with our separately managed accounts (“SMAs”) and focused commingled funds. We classify assets as AUM if we have full discretion over the investment decisions in an account or have responsibility or custody of assets. Although management fees are based on a variety of factors and are not linearly correlated with AUM, we believe AUM is a useful metric for assessing the relative size and scope of our asset management business.
Our AUM is calculated as the sum of (i) the net asset value (“NAV”) of client portfolio assets, including the StepStone Funds and (ii) the unfunded commitments of clients to the underlying investments and the StepStone Funds. Our AUM reflects the investment valuations in respect of the underlying investments of our funds and accounts on a three-month lag, adjusted for new client account activity through the period end. Our AUM does not include post-period investment valuation or cash activity. AUM as of September 30, 2023 reflects final data for the prior period (June 30, 2023), adjusted for net new client account activity through September 30, 2023. NAV data for underlying investments is as of June 30, 2023, as reported by underlying managers up to the business day occurring on or after 100 days following June 30, 2023. When NAV data is not available by the business day occurring on or after 100 days following June 30, 2023, such NAVs are adjusted for cash activity following the last available reported NAV.
Consolidated Funds refer to the StepStone Funds that we are required to consolidate as of the applicable reporting period. We consolidate funds and other entities in which we hold a controlling financial interest.
Fee-earning AUM, or “FEAUM”, reflects the assets from which we earn management fee revenue (i.e., fee basis) and includes assets in our SMAs, focused commingled funds and assets held directly by our clients for which we have fiduciary oversight and are paid fees as the manager of the assets. Our SMAs and focused commingled funds typically pay management fees based on capital commitments, net invested capital and, in certain cases, NAV, depending on the fee terms. Management fees are only marginally affected by market appreciation or depreciation because substantially all of the StepStone Funds pay management fees based on capital commitments or net invested capital. As a result, management fees and FEAUM are not materially affected by changes in market value. We believe FEAUM is a useful metric in order to assess assets forming the basis of our management fee revenue.
17
Legacy Greenspring entities refers to certain entities for which the Company, indirectly through its subsidiaries, became the sole and/or managing member in connection with the Greenspring acquisition.
Private Wealth Transaction refers to new arrangements entered into by which certain members of the StepStone Group Private Wealth LLC (“SPW”) team received a profits interest in SPW and concurrently entered into an option agreement which provides that, (i) we have the right to acquire the profits interest at the end of any fiscal quarter after June 30, 2027, in exchange for payment of a call price and (ii) the SPW management team, through an entity named CH Equity Partners, LLC, has the right to put the profits interest to us on June 30, 2026 or at the end of any fiscal quarter thereafter, in exchange for payment of a put price.
SSG refers solely to StepStone Group Inc., a Delaware corporation, and not to any of its subsidiaries.
StepStone Funds refer to SMAs and focused commingled funds of the Company, including acquired Greenspring funds, for which the Partnership or one of its subsidiaries acts as both investment adviser and general partner or managing member.
The Partnership refers solely to StepStone Group LP, a Delaware limited partnership, and not to any of its subsidiaries.
Total capital responsibility equals AUM plus AUA. AUM includes any accounts for which StepStone Group has full discretion over the investment decisions, has responsibility to arrange or effectuate transactions, or has custody of assets. AUA refers to accounts for which StepStone Group provides advice or consultation but for which the firm does not have discretionary authority, responsibility to arrange or effectuate transactions, or custody of assets.
Undeployed fee-earning capital represents the amount of capital commitments to StepStone Funds that has not yet been invested or considered active but will generate management fee revenue once this capital is invested or activated. We believe undeployed fee-earning capital is a useful metric for measuring the amount of capital that we can put to work in the future and thus earn management fee revenue thereon.
18
STEPSTONE GROUP APPOINTS DAVID PARK AS CHIEF FINANCIAL OFFICER, FOLLOWING RETIREMENT OF JOHNNY RANDEL
NEW YORK, November 6, 2023 – StepStone Group Inc. (Nasdaq: STEP), a global private markets investment firm focused on providing customized investment solutions and advisory and data services, today announced that David Y. Park has been appointed Chief Financial Officer (CFO), effective January 1, 2024. Mr. Park will be succeeding Johnny Randel, who has served as CFO since 2010, and is retiring at the end of the calendar year.
“I would like to thank Johnny for more than a decade of leadership, dedication, and strategic vision to StepStone,” said Monte Brem, StepStone’s Chairperson of the Board. “Johnny has helped lead StepStone for nearly 14 years. He steered the company through an evolution that broadened our reach across the globe, expanded our solutions into all major private market asset classes, and transformed StepStone into a public company. He has constructed a world-class finance function and built a deep and talented team. We congratulate Johnny on a tremendous career and wish him all the best in retirement.”
“We are thrilled to announce that David Park, our current Chief Accounting Officer, will become CFO in the new year,” added Scott Hart, StepStone’s Chief Executive Officer. “David joined StepStone in 2019 after an already accomplished 25-year career in public accounting and senior-level roles in both public and private companies, including alternative asset management. Together with Johnny, David helped guide StepStone through our initial public offering in September 2020, and is a key leader of our finance team. We look forward to David helping lead StepStone through our continued growth.”
About StepStone
StepStone Group Inc. (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory, data and administrative services to its clients. As of September 30, 2023, StepStone was responsible for approximately $659 billion of total capital, including $146 billion of assets under management. StepStone's clients include some of the world's largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent endowments, foundations, family offices and private wealth clients, which include high-net-worth and mass affluent individuals. StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real estate asset classes.
Forward-Looking Statements
Some of the statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking. Words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “may,” “plan” and “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect management’s current plans, estimates and expectations and are inherently uncertain. The inclusion of any forward-looking information in this release should not be regarded as a representation that the future plans, estimates or expectations contemplated will be achieved. Forward-looking statements are subject to various risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, global and domestic market and business conditions, successful execution of business and growth strategies and regulatory factors relevant to our business, recruiting and retaining personnel, as well as assumptions relating to our operations, financial results, financial condition, business prospects,
growth strategy and liquidity and the risks and uncertainties described in greater detail under the “Risk Factors” section of our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 26, 2023, as such factors may be updated from time to time. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Contacts
Shareholder Relations:
Seth Weiss
shareholders@stepstonegroup.com
1-212-351-6106
Media:
Brian Ruby / Chris Gillick / Matt Lettiero, ICR
StepStonePR@icrinc.com
1-203-682-8268