Cover Page
Cover Page - shares | 9 Months Ended | |
Dec. 31, 2022 | Feb. 07, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39510 | |
Entity Registrant Name | STEPSTONE GROUP INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3868757 | |
Entity Address, Address Line One | 450 Lexington Avenue | |
Entity Address, Address Line Two | 31st Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 351-6100 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | STEP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001796022 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 62,772,922 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 46,420,141 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | |
Assets | |||
Restricted cash | $ 971 | $ 1,063 | |
Fees and accounts receivable | 42,769 | 34,141 | |
Due from affiliates | 35,749 | 19,369 | |
Investments: | |||
Investments in funds | 109,102 | 107,045 | |
Accrued carried interest allocations | 1,126,386 | 1,480,515 | |
Legacy Greenspring investments in funds and accrued carried interest allocations | [1] | 888,872 | 1,334,581 |
Deferred income tax assets | 49,245 | 27,866 | |
Lease right-of-use assets, net | 104,767 | 61,065 | |
Intangibles, net | 365,515 | 398,126 | |
Goodwill | 580,542 | 580,542 | |
Total assets | 3,503,142 | 4,188,125 | |
Liabilities and stockholders’ equity | |||
Accrued compensation and benefits | 78,925 | 39,966 | |
Accrued carried interest-related compensation | 597,298 | 769,988 | |
Legacy Greenspring accrued carried interest-related compensation | [1] | 723,527 | 1,140,101 |
Due to affiliates | 201,352 | 199,355 | |
Lease liabilities | 124,318 | 70,965 | |
Debt obligations | 83,233 | 62,879 | |
Total liabilities | 1,892,959 | 2,363,795 | |
Commitments and contingencies (Note 15) | |||
Redeemable non-controlling interests in Consolidated Funds | 4,966 | 0 | |
Stockholders’ equity: | |||
Additional paid-in capital | 606,497 | 587,243 | |
Retained earnings | 144,500 | 229,615 | |
Accumulated other comprehensive income | 610 | 658 | |
Total StepStone Group Inc. stockholders’ equity | 751,716 | 817,625 | |
Total stockholders’ equity | 1,605,217 | 1,824,330 | |
Total liabilities and stockholders’ equity | 3,503,142 | 4,188,125 | |
Excluding Consolidated Funds | |||
Assets | |||
Cash and cash equivalents | 120,093 | 116,386 | |
Investments: | |||
Other assets and receivables | 44,013 | 27,426 | |
Liabilities and stockholders’ equity | |||
Accounts payable, accrued expenses and other liabilities | 83,659 | 80,541 | |
Consolidated funds | |||
Assets | |||
Restricted cash | 971 | 1,063 | |
Fees and accounts receivable | 38,999 | 29,060 | |
Due from affiliates | 7,517 | 5,252 | |
Investments: | |||
Investments in funds | 28,242 | 22,808 | |
Legacy Greenspring investments in funds and accrued carried interest allocations | 888,872 | 1,334,581 | |
Deferred income tax assets | 316 | 301 | |
Lease right-of-use assets, net | 16,447 | 17,206 | |
Total assets | 1,057,176 | 1,435,245 | |
Liabilities and stockholders’ equity | |||
Accounts payable, accrued expenses and other liabilities | 11,883 | 8,548 | |
Accrued compensation and benefits | 33,875 | 14,806 | |
Legacy Greenspring accrued carried interest-related compensation | 723,527 | 1,140,101 | |
Due to affiliates | 70 | 190 | |
Lease liabilities | 17,376 | 17,593 | |
Total liabilities | 787,378 | 1,181,238 | |
Consolidated funds | Consolidated Funds | |||
Assets | |||
Cash and cash equivalents | 19,967 | 0 | |
Investments: | |||
Investments, at fair value | 14,312 | 0 | |
Other assets and receivables | 839 | 0 | |
Liabilities and stockholders’ equity | |||
Other Liabilities | 647 | 0 | |
Consolidated funds | Excluding Consolidated Funds | |||
Assets | |||
Cash and cash equivalents | 34,695 | 19,386 | |
Investments: | |||
Other assets and receivables | 5,999 | 5,588 | |
Subsidiaries | |||
Stockholders’ equity: | |||
Non-controlling interests | 34,311 | 32,063 | |
Legacy Entities | |||
Stockholders’ equity: | |||
Non-controlling interests | [1] | 165,345 | 194,480 |
Partnership | |||
Stockholders’ equity: | |||
Non-controlling interests | 653,845 | 780,162 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common stock | 63 | 61 | |
Class B Common Stock | |||
Stockholders’ equity: | |||
Common stock | $ 46 | $ 48 | |
[1]Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. See notes 5 and 14 for more information. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Mar. 31, 2022 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 650,000,000 | 650,000,000 |
Common stock, shares issued (in shares) | 62,772,922 | 61,141,306 |
Common stock, shares outstanding (in shares) | 62,772,922 | 61,141,306 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 46,420,141 | 47,149,673 |
Common stock, shares outstanding (in shares) | 46,420,141 | 47,149,673 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Carried interest allocations: | |||||
Total revenues | $ (4,235) | $ 410,465 | $ (239,948) | $ 1,000,835 | |
Compensation and benefits: | |||||
Cash-based compensation | 62,628 | 51,665 | 182,190 | 138,217 | |
Equity-based compensation | 8,108 | 3,407 | 15,605 | 10,363 | |
Performance fee-related compensation: | |||||
Realized | 11,726 | 34,033 | 67,091 | 86,122 | |
Unrealized | (31,875) | 68,368 | (172,554) | 228,146 | |
Total performance fee-related compensation | (20,149) | 102,401 | (105,463) | 314,268 | |
Legacy Greenspring performance fee-related compensation | [1] | (88,921) | 104,960 | (371,200) | 104,960 |
Total compensation and benefits | (38,334) | 262,433 | (278,868) | 567,808 | |
General, administrative and other | 43,582 | 30,299 | 111,547 | 72,049 | |
Total expenses | 5,248 | 292,732 | (167,321) | 639,857 | |
Other income (expense) | |||||
Investment income (loss) | (681) | 7,230 | (5,473) | 20,841 | |
Legacy Greenspring investment income (loss) | [1] | (8,966) | 17,890 | (32,927) | 17,890 |
Investment income of Consolidated Funds | 4,895 | 0 | 4,895 | 0 | |
Interest income | 701 | 43 | 1,068 | 329 | |
Interest expense | (1,111) | (543) | (2,515) | (637) | |
Other income (loss) | 358 | (273) | (1,380) | (2,662) | |
Total other income (expense) | (4,804) | 24,347 | (36,332) | 35,761 | |
Income (loss) before income tax | (14,287) | 142,080 | (108,959) | 396,739 | |
Income tax expense (benefit) | (732) | 15,787 | (6,868) | 16,065 | |
Net income (loss) | (13,555) | 126,293 | (102,091) | 380,674 | |
Less: Net income attributable to redeemable non-controlling interests in Consolidated Funds | 391 | 0 | 391 | 0 | |
Net income (loss) attributable to StepStone Group Inc. | $ (6,938) | $ 48,346 | $ (47,199) | $ 152,070 | |
Net income (loss) per share of Class A common stock: | |||||
Basic (in dollars per share) | $ (0.11) | $ 0.84 | $ (0.77) | $ 3.29 | |
Diluted (in dollars per share) | $ (0.11) | $ 0.83 | $ (0.77) | $ 3.22 | |
Weighted-average shares of Class A common stock: | |||||
Basic (in shares) | 62,192,899 | 57,875,758 | 61,583,215 | 46,247,353 | |
Diluted (in shares) | 62,192,899 | 61,483,233 | 61,583,215 | 50,118,482 | |
Subsidiaries | |||||
Other income (expense) | |||||
Less: Net income attributable to non-controlling interests | $ 9,575 | $ 7,091 | $ 25,836 | $ 18,737 | |
Legacy Entities | |||||
Performance fee-related compensation: | |||||
Unrealized | (416,574) | 80,376 | |||
Other income (expense) | |||||
Less: Net income attributable to non-controlling interests | [1] | (8,966) | 17,890 | (32,927) | 17,890 |
Partnership | |||||
Other income (expense) | |||||
Less: Net income attributable to non-controlling interests | (7,617) | 52,966 | (48,192) | 191,977 | |
Management and advisory fees, net | |||||
Revenues | |||||
Service fees | 128,753 | 106,384 | 364,606 | 268,028 | |
Incentive fees | |||||
Revenues | |||||
Service fees | 2,980 | 27 | 8,345 | 6,005 | |
Carried interest allocations | |||||
Carried interest allocations: | |||||
Total carried interest allocations | (47,047) | 199,094 | (241,699) | 621,842 | |
Realized | |||||
Carried interest allocations: | |||||
Total carried interest allocations | 16,320 | 66,559 | 112,396 | 169,053 | |
Unrealized | |||||
Carried interest allocations: | |||||
Total carried interest allocations | (63,367) | 132,535 | (354,095) | 452,789 | |
Legacy Greenspring carried interest allocations | |||||
Carried interest allocations: | |||||
Total carried interest allocations | [1] | $ (88,921) | $ 104,960 | $ (371,200) | $ 104,960 |
[1]Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. See notes 3, 5 and 14 for more information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) | $ (13,555) | $ 126,293 | $ (102,091) | $ 380,674 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (240) | (155) | (179) | 236 |
Total other comprehensive income (loss) | (240) | (155) | (179) | 236 |
Comprehensive income (loss) before non-controlling interests | (13,795) | 126,138 | (102,270) | 380,910 |
Less: Comprehensive income attributable to redeemable non-controlling interests in Consolidated Funds | 391 | 0 | 391 | 0 |
Comprehensive income (loss) attributable to StepStone Group Inc. | (7,006) | 48,309 | (47,250) | 152,115 |
Subsidiaries | ||||
Other comprehensive income (loss): | ||||
Less: Comprehensive income attributable to non-controlling interests | 9,457 | 7,014 | 25,748 | 18,856 |
Legacy Entities | ||||
Other comprehensive income (loss): | ||||
Less: Comprehensive income attributable to non-controlling interests | (8,966) | 17,890 | (32,927) | 17,890 |
Partnership | ||||
Other comprehensive income (loss): | ||||
Less: Comprehensive income attributable to non-controlling interests | $ (7,671) | $ 52,925 | $ (48,232) | $ 192,049 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Class C Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Class C Common Stock | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interest | Noncontrolling Interest Subsidiaries | Noncontrolling Interest Legacy Entities | Noncontrolling Interest Partnership | Noncontrolling Interest Class C Common Stock Partnership | |||
Total stockholders' equity, beginning balance at Mar. 31, 2021 | $ 659,693 | $ 38 | $ 57 | $ 188,751 | $ 60,407 | $ 155 | $ 25,885 | $ 0 | $ 384,400 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | 380,674 | 152,070 | 18,737 | 17,890 | 191,977 | |||||||||||
Other comprehensive loss | 236 | 45 | 119 | 72 | ||||||||||||
Contributed capital | 9,206 | 9,141 | 65 | |||||||||||||
Equity-based compensation | 10,363 | 4,702 | 8 | 5,653 | ||||||||||||
Distributions | (79,112) | (15,590) | (4,624) | (58,898) | ||||||||||||
Purchase of non-controlling interests | (3,046) | (657) | (1,502) | (887) | ||||||||||||
Dividends declared | (15,255) | (15,255) | ||||||||||||||
Vesting of RSUs | 0 | 1 | (1) | |||||||||||||
Class A common stock issued for Greenspring acquisition | 558,599 | 13 | 267,842 | 290,744 | ||||||||||||
Class C Partnership units issued for Greenspring acquisition | $ 135,239 | $ 64,847 | $ 70,392 | |||||||||||||
Exchange of Class B and Class C units for Class A common stock and redemption of corresponding Class B common shares | (9) | 9 | (9) | (9) | ||||||||||||
Initial consolidation of legacy Greenspring general partner entities | 219,086 | 219,086 | ||||||||||||||
Deferred offering costs | (653) | (357) | (296) | |||||||||||||
Equity reallocation between controlling and non-controlling interests | 0 | 109,967 | 50 | 914 | (110,931) | |||||||||||
Deferred tax effect resulting from transactions affecting ownership in the Partnership, net of amounts payable under Tax Receivable Agreements | [1] | (56,967) | (56,967) | |||||||||||||
Total stockholders' equity, ending balance at Dec. 31, 2021 | 1,818,054 | 61 | 48 | 578,118 | 197,222 | 250 | 28,571 | 241,493 | 772,291 | |||||||
Total stockholders' equity, beginning balance at Sep. 30, 2021 | 1,731,753 | 56 | 53 | 525,118 | 158,131 | 268 | 24,558 | 219,086 | 804,483 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | 126,293 | 48,346 | 7,091 | 17,890 | 52,966 | |||||||||||
Other comprehensive loss | (155) | (37) | (77) | (41) | ||||||||||||
Contributed capital | 9,164 | 9,141 | 23 | |||||||||||||
Equity-based compensation | 3,407 | 1,771 | 4 | 1,632 | ||||||||||||
Distributions | (23,278) | (3,005) | (4,624) | (15,649) | ||||||||||||
Dividends declared | (9,255) | (9,255) | ||||||||||||||
Exchange of Class B and Class C units for Class A common stock and redemption of corresponding Class B common shares | (5) | 5 | (5) | (5) | ||||||||||||
Deferred offering costs | (653) | (357) | (296) | |||||||||||||
Equity reallocation between controlling and non-controlling interests | 0 | 70,808 | 19 | 0 | (70,827) | |||||||||||
Deferred tax effect resulting from transactions affecting ownership in the Partnership, net of amounts payable under Tax Receivable Agreements | (19,217) | [1] | (19,217) | [2] | ||||||||||||
Total stockholders' equity, ending balance at Dec. 31, 2021 | 1,818,054 | 61 | 48 | 578,118 | 197,222 | 250 | 28,571 | 241,493 | 772,291 | |||||||
Total stockholders' equity, beginning balance at Mar. 31, 2022 | 1,824,330 | 61 | 48 | 587,243 | 229,615 | 658 | 32,063 | 194,480 | 780,162 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | (102,482) | (47,199) | 25,836 | (32,927) | (48,192) | |||||||||||
Other comprehensive loss | (179) | (51) | (88) | (40) | ||||||||||||
Contributed capital | 10,813 | 142 | 10,634 | 37 | ||||||||||||
Equity-based compensation | 11,805 | 6,385 | 260 | 5,160 | ||||||||||||
Distributions | (93,999) | (23,903) | (6,842) | (63,254) | ||||||||||||
Dividends declared | (37,916) | (37,916) | ||||||||||||||
Vesting of RSUs, net of shares withheld for employee taxes | (2,707) | (1,504) | (1,203) | |||||||||||||
Exchange of Class B and Class C units for Class A common stock and redemption of corresponding Class B common shares | (1) | 2 | (2) | (1) | ||||||||||||
Equity reallocation between controlling and non-controlling interests | 0 | 18,821 | 3 | $ 1 | (18,825) | |||||||||||
Deferred tax effect resulting from transactions affecting ownership in the Partnership, net of amounts payable under Tax Receivable Agreements | (4,447) | [1] | (4,447) | [2] | ||||||||||||
Total stockholders' equity, ending balance at Dec. 31, 2022 | 1,605,217 | 63 | 46 | 606,497 | 144,500 | 610 | 34,311 | 165,345 | 653,845 | |||||||
Total stockholders' equity, beginning balance at Sep. 30, 2022 | 1,641,109 | 62 | 47 | 596,355 | 164,044 | 671 | 28,922 | 173,443 | 677,565 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | (13,946) | (6,938) | 9,575 | (8,966) | (7,617) | |||||||||||
Other comprehensive loss | (240) | (68) | (118) | (54) | ||||||||||||
Contributed capital | 2,011 | 142 | 1,849 | 20 | ||||||||||||
Equity-based compensation | 4,308 | 2,259 | 252 | 1,797 | ||||||||||||
Distributions | (14,352) | (4,463) | (981) | (8,908) | ||||||||||||
Dividends declared | (12,606) | (12,606) | ||||||||||||||
Exchange of Class B and Class C units for Class A common stock and redemption of corresponding Class B common shares | (1) | 1 | (1) | (1) | ||||||||||||
Equity reallocation between controlling and non-controlling interests | 0 | 8,950 | 7 | $ 1 | (8,958) | |||||||||||
Deferred tax effect resulting from transactions affecting ownership in the Partnership, net of amounts payable under Tax Receivable Agreements | (1,066) | [1] | (1,066) | [2] | ||||||||||||
Total stockholders' equity, ending balance at Dec. 31, 2022 | $ 1,605,217 | $ 63 | $ 46 | $ 606,497 | $ 144,500 | $ 610 | $ 34,311 | $ 165,345 | $ 653,845 | |||||||
[1]See notes 10, 13 and 14 for more information.[2]See notes 10, 13 and 14 for more information. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ (102,091) | $ 380,674 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 35,308 | 15,289 |
Unrealized performance fee-related compensation | (172,554) | 228,146 |
Amortization of deferred financing costs | 354 | 118 |
Equity-based compensation | 15,605 | 10,363 |
Change in deferred income taxes | (18,624) | 10,216 |
Fair value adjustment for acquisition-related contingent consideration | 9,949 | 1,624 |
Gain on remeasurement of lease liabilities | (2,709) | 0 |
Other non-cash activities | 26 | 1,882 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities of Consolidated Funds: | ||
Unrealized investment income of Consolidated Funds | (4,895) | 0 |
Purchases of investments of Consolidated Funds | (9,417) | 0 |
Changes in operating assets and liabilities: | ||
Fees and accounts receivable | (8,628) | (274) |
Due from affiliates | (16,380) | (3,213) |
Accounts payable, accrued expenses and other liabilities | (6,640) | (6,777) |
Accrued compensation and benefits | 35,159 | 26,075 |
Accrued carried interest-related compensation | (102) | (5,636) |
Due to affiliates | (539) | (1,819) |
Lease right-of-use assets, net and lease liabilities | 1,069 | (198) |
Changes in operating assets and liabilities of Consolidated Funds: | ||
Net cash provided by operating activities | 151,699 | 181,978 |
Cash flows from investing activities | ||
Cash paid for Greenspring acquisition, net of cash acquired | 0 | (181,529) |
Purchases of property and equipment | (3,149) | (1,644) |
Other investing activities | 0 | 31 |
Net cash used in investing activities | (23,412) | (201,475) |
Cash flows from financing activities | ||
Proceeds from capital contributions from non-controlling interests | 179 | 65 |
Proceeds from revolving credit facility | 20,000 | 185,000 |
Deferred financing costs | 0 | (2,356) |
Purchase of non-controlling interests | 0 | (3,046) |
Payment of deferred offering costs | 0 | (1,285) |
Payments on revolving credit facility | 0 | (120,000) |
Dividends paid to common stockholders | (37,360) | (14,758) |
Payments for employee taxes related to net settlement of RSUs | (2,707) | 0 |
Payments to related parties under Tax Receivable Agreements | (5,973) | (713) |
Other financing activities | (1) | (9) |
Cash flows from financing activities of Consolidated Funds: | ||
Contributions from redeemable non-controlling interests in Consolidated Funds | 4,575 | 0 |
Net cash used in financing activities | (104,652) | (27,073) |
Effect of foreign currency exchange rate changes | (53) | (377) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 23,582 | (46,947) |
Cash, cash equivalents and restricted cash at beginning of period | 117,449 | 183,863 |
Cash, cash equivalents and restricted cash at end of period | 141,031 | 136,916 |
Non-cash operating, investing, and financing activities: | ||
Accrued dividends | 556 | 497 |
Deferred tax effect resulting from transactions affecting ownership in the Partnership, including net amounts payable under Tax Receivable Agreements | (4,447) | (56,967) |
Accrued deferred offering costs | 0 | 447 |
Establishment of lease liabilities in exchange for lease right-of-use assets | 77,731 | 79,629 |
Remeasurement of lease liabilities | (18,166) | 0 |
Class A common stock issued for Greenspring acquisition | 0 | 558,598 |
Class C Partnership units issued for Greenspring acquisition | 0 | 135,239 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Restricted cash | 971 | 1,031 |
Total cash, cash equivalents and restricted cash | 141,031 | 136,916 |
Subsidiaries | ||
Cash flows from financing activities | ||
Distributions to non-controlling interests | (87,157) | (74,488) |
Legacy Entities | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Unrealized carried interest allocations and investment (income) loss | 453,582 | (94,714) |
Unrealized performance fee-related compensation | (416,574) | 80,376 |
Cash flows from investing activities | ||
Contributions to investments | (10,634) | (9,141) |
Distributions received from investments | 2,762 | 1,073 |
Cash flows from financing activities | ||
Proceeds from capital contributions from non-controlling interests | 10,634 | 9,141 |
Distributions to non-controlling interests | (6,842) | (4,624) |
Consolidated Entities, Excluding Legacy Entities | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Unrealized carried interest allocations and investment (income) loss | 364,314 | (466,962) |
Unrealized performance fee-related compensation | (172,554) | 228,146 |
Cash flows from investing activities | ||
Contributions to investments | (17,163) | (18,110) |
Distributions received from investments | 4,772 | 7,845 |
Excluding Consolidated Funds | ||
Changes in operating assets and liabilities: | ||
Other assets and receivables | (4,322) | 6,808 |
Changes in operating assets and liabilities of Consolidated Funds: | ||
Other assets and receivables | 4,322 | (6,808) |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 120,093 | 135,885 |
Consolidated funds | ||
Changes in operating assets and liabilities: | ||
Other assets and receivables | (839) | 0 |
Changes in operating assets and liabilities of Consolidated Funds: | ||
Other assets and receivables | 839 | 0 |
Other liabilities and payables | 647 | 0 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | $ 0 | |
Restricted cash | $ 971 |
Organization
Organization | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization StepStone Group Inc. (“SSG”) was incorporated in the state of Delaware on November 20, 2019. The company was formed for the purpose of completing an initial public offering (“IPO”) in order to conduct the business of StepStone Group LP (the “Partnership”) as a publicly-traded entity. SSG is the sole managing member of StepStone Group Holdings LLC (the “General Partner”), the general partner of the Partnership. Unless otherwise specified, “StepStone” or the “Company” refers to SSG and its consolidated subsidiaries, including the Partnership, throughout the remainder of these notes to the condensed consolidated financial statements. The Company is a global private markets investment firm focused on providing customized investment solutions and advisory, data and administrative services to its clients. The Company’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, including high-net-worth and mass affluent individuals. The Company 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. These portfolios utilize several types of synergistic investment strategies with third-party fund managers, including commitments to funds (“primaries”), acquiring stakes in existing funds on the secondary market (“secondaries”) and investing directly into companies (“co-investments”). The Company, through its subsidiaries, acts as the investment advisor and general partner or managing member to separately managed accounts (“SMAs”) and focused commingled funds, including acquired Greenspring funds (collectively, the “StepStone Funds”). SSG is a holding company whose principal asset is a controlling financial interest in the Partnership through its ownership of all of the Partnership’s Class A units and 100% of the membership interests in the General Partner of the Partnership. SSG acts as the sole managing member of the General Partner of the Partnership and, as a result, indirectly operates and controls all of the Partnership’s business and affairs. As a result, SSG consolidates the financial results of the Partnership and reports non-controlling interests related to the Class B and Class C units of the Partnership which are not owned by SSG. The assets and liabilities of the Partnership represent substantially all of SSG’s consolidated assets and liabilities, with the exception of certain deferred income taxes and payables due to affiliates pursuant to tax receivable agreements (see note 10). Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to five votes. As of December 31, 2022, SSG held approximately 56.2% of the economic interest in the Partnership. As the Partnership’s limited partners exchange their Class B and Class C units into SSG’s Class A common stock in the future, SSG’s economic interest in the Partnership will increase relative to that of the Class B and Class C unitholders. Greenspring Acquisition On September 20, 2021, the Company completed the acquisition of 100% of the equity of Greenspring Associates, Inc. and certain of its affiliates (collectively, “Greenspring”). The results of Greenspring’s operations have been included in the condensed consolidated financial statements effective September 20, 2021. In connection with the Greenspring acquisition, the Company issued 12,686,756 shares of its Class A common stock and the Partnership issued 3,071,519 newly created Class C units of the Partnership, with each such unit exchangeable into one share of Class A common stock, subject to certain adjustments and restrictions. See notes 13 and 14 for more information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its annual report on Form 10-K for the fiscal year ended March 31, 2022 filed with the Securities and Exchange Commission (“SEC”). Certain of the StepStone Funds are investment companies that follow specialized accounting under GAAP and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company’s equity method investments in such entities retains the specialized accounting. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. Payments to related parties under Tax Receivable Agreements has been presented separately within cash flows from financing activities in the condensed consolidated statements of cash flows, and was previously included within due to affiliates within cash flows from operating activities. Consolidation The Company consolidates all entities that it controls through a majority voting interest or as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity. In evaluating whether the Company holds a variable interest, fees received as a decision maker or in exchange for services (including management fees, incentive fees and carried interest allocations) that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. The consolidation analysis can generally be performed qualitatively; however, in certain situations a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective StepStone Funds that are VIEs could affect the entity’s status as a VIE or the determination of the primary beneficiary. Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. When assessing whether the Company is the primary beneficiary of a VIE, management evaluates whether the Company’s involvement, through holding interests directly or indirectly in an entity or contractually through other variable interests, would give the Company a controlling financial interest. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties. The Company provides investment advisory services to the StepStone Funds, which have third-party clients. These funds are investment companies and are typically organized as limited partnerships or limited liability companies for which the Company, through its operating subsidiaries, acts as the general partner or managing member. A limited partnership or similar entity is a VIE if the unaffiliated limited partners or members do not have substantive rights to terminate or liquidate the fund or remove the general partner or substantive rights to participate. Certain StepStone Funds are VIEs because they have not granted unaffiliated limited partners or members substantive rights to terminate the fund or remove the general partner or substantive rights to participate. The Company does not consolidate these StepStone Funds because it is not the primary beneficiary of those funds, primarily because it does not hold an interest in those funds that is considered more than insignificant and its fee arrangements are considered customary and commensurate. The Company has determined that certain of its operating subsidiaries, StepStone Group Real Assets LP (“SRA”), StepStone Group Real Estate LP (“SRE”), Swiss Capital Alternative Investments AG (“Swiss Capital”), and StepStone Group Private Wealth LLC (“SPW”) and certain StepStone Funds are VIEs, and that the Company is the primary beneficiary of each entity because it has a controlling financial interest in each entity; accordingly, the Company consolidates these entities. The assets and liabilities of the consolidated VIEs are presented gross in the condensed consolidated balance sheets. The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs. See note 4 for more information on both consolidated and unconsolidated VIEs. In connection with the Greenspring acquisition, the Company, indirectly through its subsidiaries, became the sole and/or managing member of certain entities, each of which is the general partner of an investment fund (“legacy Greenspring general partner entities”). The Company did not acquire any direct economic interests attributable to the legacy Greenspring general partner entities, including legacy Greenspring investments in funds and carried interest allocations. However, certain arrangements negotiated as part of the acquisition represent variable interests that could be significant. The Company determined that the legacy Greenspring general partner entities are VIEs and it is the primary beneficiary of each such entity because it has a controlling financial interest in each entity. As a result, the Company consolidates these entities. The Company and its subsidiaries manages or controls certain entities that constitute client investment funds that have been consolidated in the accompanying condensed consolidated financial statements (“Consolidated Funds”). Including the results of the Consolidated Funds increases the reported amounts of the assets, liabilities, expenses and cash flows in the accompanying condensed consolidated financial statements, and amounts related to economic interests held by third-party investors are reflected as redeemable non-controlling interests in Consolidated Funds. The revenues earned by the Company as investment manager of the Consolidated Funds are eliminated in consolidation and generally have no direct effect on the net income attributable to SSG or to Stockholders' Equity. Non-Controlling Interests Non-controlling interests (“NCI”) reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by the Company. Non-controlling interests are presented as separate components of stockholders’ equity on the Company’s condensed consolidated balance sheets to clearly distinguish between the Company’s interests and the economic interests of third parties and employees in those entities. Net income (loss) attributable to SSG, as reported in the condensed consolidated statements of income, is presented net of the portion of net income (loss) attributable to holders of non-controlling interests. See note 13 for more information on ownership interests in the Company. Non-controlling interests in subsidiaries represent the economic interests in SRA, SRE, and Swiss Capital (the variable interest entities included in the Company’s condensed consolidated financial statements) held by third parties and employees in those entities. Non-controlling interests in subsidiaries are allocated a share of income or loss in the respective consolidated subsidiary in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss. Non-controlling interests in legacy Greenspring entities represent the economic interests in the legacy Greenspring general partner entities. The Company did not acquire any direct economic interests in the legacy Greenspring general partner entities. As a result, all of the net income or loss related to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities. Non-controlling interests in the Partnership represent the economic interests related to the Class B and Class C units of the Partnership which are not owned by SSG. Non-controlling interests in the Partnership are allocated a share of income or loss in the Partnership in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss. Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the Consolidated Funds which are not held by SSG, but are held by the client investors in the funds. These interests are presented as redeemable non-controlling interests in Consolidated Funds within the condensed consolidated balance sheets, outside of permanent capital as the investors in these funds generally have the right to withdraw their capital, subject to the terms of the respective contractual agreements. Redeemable non-controlling interests in Consolidated Funds are allocated a share of income or loss in the respective fund in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss. Accounting for Differing Fiscal Periods The StepStone Funds primarily have a fiscal year end as of December 31. The Company accounts for its investments in the StepStone Funds on a three-month lag due to the timing of receipt of financial information from the investments held by the StepStone Funds. The StepStone Funds primarily invest in private markets funds that generally require at least 90 days following the calendar year end to provide audited financial statements. As a result, the Company uses the December 31 audited financial statements of the StepStone Funds, which reflect the underlying private markets funds as of December 31, to record its investments (including any carried interest allocated by those investments) for its fiscal year-end consolidated financial statements as of March 31. The Company further adjusts the reported carrying values of its investments in the StepStone Funds for its share of capital contributions to and distributions from the StepStone Funds during the three-month lag period. For this interim period ending December 31, 2022, the Company used the September 30, 2022 unaudited financial statements of the StepStone Funds, which reflect the underlying private market funds as of September 30, 2022, to record its investments (including any carried interest allocated by those investments), as adjusted for capital contributions and distributions during the three-month lag period ended December 31, 2022. The Company does not account for management and advisory fees or incentive fees on a three-month lag. To the extent that management becomes aware of any material events that affect the StepStone Funds during the three-month lag period, the effect of the events would be disclosed in the notes to the condensed consolidated financial statements. Current Events The Company is continuing to closely monitor developments related to COVID-19, inflation, rising interest rates and the ongoing Russia-Ukraine conflict, and assess the impact on financial markets and the Company’s business. The Company’s future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed or decreased management fees. Further, if fund managers are unable or less able to profitably exit existing investments, such conditions could result in delayed or decreased performance fee revenues. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and the Company’s condensed consolidated financial statements. Fair Value Measurements GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace – including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and therefore a lesser degree of judgment is used in measuring their fair value. Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows: • Level I – Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date. • Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments classified in this category include less liquid securities traded in active markets and securities traded in other than active markets. • Level III – Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument. The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for financial instruments categorized in Level III. The variability and availability of the observable inputs affected by the factors described above may result in transfers between Levels I, II, and III. The Company considers its cash, cash equivalents, restricted cash, fees and accounts receivable, accounts payable, investments, revolving credit facility, contingent consideration and liability classified award balances to be financial instruments. The carrying amounts of cash, cash equivalents, restricted cash, fees and accounts receivable and accounts payable equal or approximate their fair values due to their nature and/or the relatively short period over which they are held. See note 6 for additional details regarding the fair value of the Company’s contingent consideration and liability classified award balances and note 8 for additional details regarding the fair value of the Company’s revolving credit facility balance. Restricted Cash Restricted cash consists of cash that the Company is contractually obligated to maintain to secure its letters of credit used primarily related to its office facilities and other obligations. Investments Investments primarily include the Company’s ownership interests in the StepStone Funds, as general partner or managing member of such funds. The Company accounts for all investments in which it has or is otherwise presumed to have significant influence, but not control, including the StepStone Funds, using the equity method of accounting. The carrying value of these equity method investments is determined based on amounts invested by the Company, adjusted for the Company’s share in the earnings or losses of each investee, after consideration of contractual arrangements that govern allocations of income or loss (including carried interest allocations), less distributions received. Investments include the Company’s cumulative accrued carried interest allocations from the StepStone Funds, which primarily represent performance-based capital allocations, assuming the StepStone Funds were liquidated as of each reporting date in accordance with the funds’ governing documents. Legacy Greenspring investments in funds and accrued carried interest allocations represent the economic interests held by the legacy Greenspring general partner entities in certain funds for which the Company does not have any direct economic interests. All of the economics in respect of such interests are payable to employees and are therefore reflected as non-controlling interests in legacy Greenspring entities and legacy Greenspring performance fee-related compensation. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Management's determination of fair value for investments in the underlying funds includes various valuation techniques. These techniques may include a market approach, recent transaction price, net asset value approach, or discounted cash flows, and may use one or more significant unobservable inputs such as EBITDA, revenue multiples, discount rates, weighted average cost of capital, exit multiples, or terminal growth rates. Investments of Consolidated Funds The Company’s Consolidated Funds are investment companies under GAAP and reflect their investments at estimated fair value. The Company has retained the specialized investment company accounting for the Consolidated Funds under GAAP. Investments of the Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in fair value is recognized in the condensed consolidated statements of income. In addition, the Consolidated Funds do not consolidate their majority-owned and controlled investments in underlying portfolio companies. Leases The Company determines whether an arrangement contains a lease at inception of the arrangement. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines the classification as either an operating or finance lease. The Company’s identified leases primarily consist of operating lease agreements for office space and certain equipment, as the lessee. Operating leases are included in lease right-of-use-assets, net and lease liabilities in the condensed consolidated balance sheets. Certain leases include lease and non-lease components, which the Company accounts for as a single lease component. Lease right-of-use (“ROU”) assets and lease liabilities are measured based on the present value of future minimum lease payments over the lease term at the commencement date. Lease ROU assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. The Company uses its incremental borrowing rate in determining the present value of future minimum lease payments. The Company’s lease terms may include options to extend or terminate the lease, which are included in the measurement of ROU assets and lease liabilities when it is reasonably certain that the Company will exercise those options. Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term in general, administrative and other expenses in the condensed consolidated statements of income. Minimum lease payments for leases with an initial term of twelve months or less are not recorded in the condensed consolidated balance sheets. See note 15 for more information. Business Combinations The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of an acquisition is allocated to the assets acquired and liabilities assumed based on their fair values, as determined by management at the acquisition date. Contingent consideration obligations that are elements of consideration transferred are recognized at the acquisition date as part of the fair value transferred in exchange for the acquired business. Contingent consideration arrangements are revalued to fair value each reporting period. Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. Acquisition-related costs incurred in connection with a business combination are expensed as incurred and are included in general, administrative and other expenses in the condensed consolidated statements of income. Intangibles and Goodwill The Company’s finite-lived intangible assets consist of acquired contractual rights to earn future management and advisory fee income and client relationships. Finite-lived intangible assets are amortized over their estimated useful lives, which range from 8 to 10 years. The Company did not have any intangible assets that were deemed to have an indefinite life as of December 31, 2022. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment charges related to the Company’s finite-lived intangible assets during the three and nine months ended December 31, 2022 and 2021. Goodwill represents the excess amount of consideration transferred in a business combination above the fair value of the identifiable net assets . Goodwill is assessed for impairment at least annually using a qualitative and, if necessary, a quantitative approach. The Company performs its annual goodwill impairment test as of January 1, or more frequently, if events and circumstances indicate that an impairment may exist. Goodwill is tested for impairment at the reporting unit level. The initial assessment for impairment under the qualitative approach is to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, a quantitative assessment is performed to measure the amount of impairment loss, if any. The quantitative assessment includes comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized equal to the lesser of (a) the difference between the carrying amount of the reporting unit and its fair value and (b) the total carrying amount of the reporting unit’s goodwill. Revenues The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers . Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The application of ASC 606 requires an entity to identify its contract(s) with a customer, identify the performance obligations in a contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, variable consideration is included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company has elected to apply the variable consideration allocation exception for its fee arrangements with its customers. Management and Advisory Fees, Net The Company earns management fees for services provided to its SMAs and focused commingled funds. The Company earns advisory fees for services provided to advisory clients where the Company does not have discretion over investment decisions. The Company considers its performance obligations in its customer contracts from which it earns management and advisory fees to be one or more of the following, based on the services promised: asset management services, advisory services and/or the arrangement of administrative services. The Company recognizes revenues from asset management services and advisory services when control of the promised services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. SMAs are generally contractual arrangements involving an investment management agreement between the Company and a single client, and are typically structured as a partnership or limited liability company for which a subsidiary of SSG serves as the general partner or managing member. Focused commingled funds are structured as limited partnerships or limited liability companies with multiple clients, for which a subsidiary of the Company serves as the general partner or managing member. The Company determined that the individual client or single limited partner or member is the customer with respect to SMAs and advisory clients, while the investment fund is generally considered to be the customer for arrangements with focused commingled funds. When asset management services and the arrangement of administrative services are the performance obligations promised in a contract, the Company satisfies these performance obligations over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer. Management fees earned from these contracts where the Company has discretion over investment decisions are generally calculated based on a percentage of unaffiliated committed capital or net invested capital, and these amounts are typically billed quarterly. For certain investment funds, management fees are initially based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term. In addition, the management fee rate charged may also be reduced for certain investment funds depending on the contractual arrangement. The management fee basis is subject to factors outside of the Company’s control. Therefore, estimates of future period management fees are not included in the transaction price because those estimates would be considered constrained. Advisory fees from contracts where the Company does not have discretion over investment decisions are generally based on fixed amounts and typically billed quarterly. Management fees generally exclude reimbursements for expenses paid by the Company on behalf of its customers, including amounts related to certain professional fees and other fund administrative expenses pursuant to the fund’s governing documents. For professional and administrative services that the Company arranges to be performed by third parties on behalf of investment funds, management has concluded that the nature of its promise is to arrange for the services to be provided and, accordingly, the Company does not control the services provided by the third parties before they are transferred to the customer. Therefore, the Company is acting as an agent, and the reimbursements for these professional fees paid on behalf of the investment funds are generally presented on a net basis. The Company and certain investment funds that it manages have distribution and service agreements with third-party financial institutions, whereby the Company pays a portion of the fees it receives to such institutions for ongoing distribution and servicing of customer accounts. Management has concluded that the Company does not act as principal for the third-party services, as the Company does not control the services provided by the third parties before they are transferred to the customer. Therefore, the Company is acting as an agent, and the management fees are recorded net of these service fees. The Company may incur certain costs in connection with satisfying its performance obligations for investment management services – primarily employee travel costs and certain professional fees – for which it receives reimbursements from its customers. For reimbursable employee travel costs and certain professional fees, the Company concluded it controls the services provided by its employees and other parties and, therefore, is acting as principal. Accordingly, the Company records the reimbursement for these costs incurred on a gross basis – that is, as revenue in management and advisory fees, net and expense in general, administrative and other expenses in the condensed consolidated statements of income. For reimbursable costs incurred in connection with satisfying its performance obligations for administration services, the Company concluded it does not control the services provided by its employees and other parties and, therefore, is acting as agent. Accordingly, the Company records the reimbursement for these costs incurred on a net basis. Performance Fees The Company earns two types of performance fee revenues: incentive fees and carried interest allocations, as described below. Incentive fees are generally calculated as a percentage of the profits (up to 15%) earned in respect of certain accounts, including certain permanent capital vehicles, for which the Company is the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are a form of variable consideration and represent contractual fee arrangements in the Company’s contracts with its customers. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the assets under management or advisement |
Revenues
Revenues | 9 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following presents revenues disaggregated by product offering, which aligns with the Company’s performance obligations and the basis for calculating each amount: Three Months Ended December 31, Nine Months Ended December 31, Management and Advisory Fees, Net 2022 2021 2022 2021 Focused commingled funds $ 60,680 $ 46,523 $ 164,975 $ 99,173 SMAs 53,515 44,022 156,154 127,137 Advisory and other services 13,926 15,028 40,698 40,663 Fund reimbursement revenues 632 811 2,779 1,055 Total management and advisory fees, net $ 128,753 $ 106,384 $ 364,606 $ 268,028 Three Months Ended December 31, Nine Months Ended December 31, Incentive Fees 2022 2021 2022 2021 SMAs $ 5 $ — $ 5,370 $ 5,905 Focused commingled funds 2,975 27 2,975 100 Total incentive fees $ 2,980 $ 27 $ 8,345 $ 6,005 Three Months Ended December 31, Nine Months Ended December 31, Carried Interest Allocations 2022 2021 2022 2021 SMAs $ (46,443) $ 133,661 $ (205,019) $ 436,283 Focused commingled funds (604) 65,433 (36,680) 185,559 Total carried interest allocations $ (47,047) $ 199,094 $ (241,699) $ 621,842 Three Months Ended December 31, Nine Months Ended December 31, Legacy Greenspring Carried Interest Allocations 2022 2021 2022 2021 SMAs $ — $ — $ — $ — Focused commingled funds (1) (88,921) 104,960 (371,200) 104,960 Total legacy Greenspring carried interest allocations $ (88,921) $ 104,960 $ (371,200) $ 104,960 _______________________________ (1) The three months ended December 31, 2022 and 2021 reflect the net effect of gross realized carried interest allocations of $5.2 million and $24.6 million, respectively, and the nine months ended December 31, 2022 and 2021 reflect the net effect of gross realized carried interest allocations of $45.4 million and $27.6 million, respectively, and the reversal of such amounts in unrealized carried interest allocations for such periods. The decrease in carried interest allocations and legacy Greenspring carried interest allocations for the three and nine months ended December 31, 2022 was primarily attributable to net unrealized depreciation in the fair value of certain underlying fund investments. The increase in carried interest allocations and legacy Greenspring carried interest allocations for the three and nine months ended December 31, 2021 was primarily attributable to net unrealized appreciation in the fair value of certain underlying fund investments. See note 2 for a discussion of the Company’s accounting policy for investments on a three-month lag. The Company derives revenues from clients located in both the United States and other countries. The table below presents the Company’s revenues by geographic location: Three Months Ended December 31, Nine Months Ended December 31, Revenues (1) 2022 2021 2022 2021 United States $ (24,883) $ 170,726 $ (223,480) $ 282,366 Non-U.S. countries 20,648 239,739 (16,468) 718,469 _______________________________ (1) Revenues are attributed to countries based on client location for SMAs and advisory and other services, or location of investment vehicle for focused commingled funds. For the three and nine months ended December 31, 2022 and 2021, no individual client represented 10% or more of the Company’s net management and advisory fees. As of December 31, 2022 and March 31, 2022, the Company had $19.0 million of deferred revenues in each period, which is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets. During the nine months ended December 31, 2022, the Company had recognized $4.9 million as revenue from amounts included in the deferred revenue balance as of March 31, 2022. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Consolidated VIEs The Company consolidates certain VIEs for which it is the primary beneficiary. Such VIEs consist of certain operating entities not wholly-owned by the Company (e.g., Swiss Capital, SRA and SRE), SPW, legacy Greenspring general partner entities and certain StepStone Funds. See note 2 for more information on the Company’s accounting policies related to the consolidation of VIEs. The assets of the consolidated VIEs totaled $1,057.2 million and $1,435.2 million as of December 31, 2022 and March 31, 2022, respectively. The liabilities of the consolidated VIEs totaled $787.4 million and $1,181.2 million as of December 31, 2022 and March 31, 2022, respectively. The assets of the consolidated VIEs may only be used to settle obligations of the same VIE. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest. As of December 31, 2022 and March 31, 2022, no material amounts previously distributed have been accrued for clawback liabilities. Unconsolidated VIEs The Company holds variable interests in the form of direct equity interests in certain VIEs that are not consolidated because the Company is not the primary beneficiary. The Company’s maximum exposure to loss is limited to the potential loss of assets recognized by the Company relating to these unconsolidated entities. The carrying value of the assets and liabilities recognized in the condensed consolidated balance sheets with respect to the Company’s interests in VIEs that were not consolidated is set forth below: As of December 31, 2022 March 31, 2022 Investments in funds $ 109,102 $ 107,045 Legacy Greenspring investments in funds 165,345 194,480 Due from affiliates, net 20,091 18,830 Less: Amounts attributable to non-controlling interests in subsidiaries 17,097 13,832 Less: Amounts attributable to non-controlling interests in legacy Greenspring entities 165,345 194,480 Maximum exposure to loss $ 112,096 $ 112,043 |
Investments
Investments | 9 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments The Company’s investments consist of equity method investments primarily related to (i) investments in the StepStone Funds for which it serves as general partner or managing member but does not have a controlling financial interest and (ii) investments of Consolidated Funds. The Company’s equity interest in its equity method investments in the StepStone Funds typically does not exceed 1% in each fund. The Company’s share of the underlying net income or loss attributable to its equity interest in the funds is recorded in investment income in the condensed consolidated statements of income. Investment income attributable to the Consolidated Funds is recorded in investment income of Consolidated Funds. Investment income attributable to investments in certain legacy Greenspring funds for which the Company has no direct economic interests are recorded in legacy Greenspring investment income in the condensed consolidated statements of income. The Company’s investments consist of the following: As of December 31, 2022 March 31, 2022 Investments of Consolidated Funds $ 14,312 $ — Equity method investments: Investments in funds (1) 109,102 107,045 Accrued carried interest allocations 1,126,386 1,480,515 Legacy Greenspring investments in funds and accrued carried interest allocations (2) 888,872 1,334,581 Total equity method investments 2,124,360 2,922,141 Total investments $ 2,138,672 $ 2,922,141 _______________________________ (1) The Company’s investments in funds was $138.6 million as of December 31, 2022. The consolidation of the Consolidated Funds results in the elimination of the Company’s investments in such funds. No funds were consolidated as of March 31, 2022. (2) Reflects investments in funds of $165.3 million and $194.5 million and carried interest allocations of $723.5 million and $1,140.1 million as of December 31, 2022 and March 31, 2022, respectively. Equity Method Investments The Company recognized equity method income (loss) of the following: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Carried interest allocations $ (47,047) $ 199,094 $ (241,699) $ 621,842 Investment income (loss) (681) 7,230 (5,473) 20,841 Legacy Greenspring carried interest allocations (88,921) 104,960 (371,200) 104,960 Legacy Greenspring investment income (loss) (8,966) 17,890 (32,927) 17,890 Total equity method income (loss) $ (145,615) $ 329,174 $ (651,299) $ 765,533 The decrease in carried interest allocations for the three and nine months ended December 31, 2022 as compared to the three and nine months ended December 31, 2021 was primarily attributable to unrealized depreciation in the fair value of the underlying investments in the Company’s private equity funds. See note 2 for a discussion of the Company’s accounting policy for investments on a three-month lag. As of December 31, 2022 and March 31, 2022, the Company’s investments in two SMAs each individually represented 10% or more of the total accrued carried interest allocations balance, and in the aggregate represented approximately 22% and 25%, respectively, of the total accrued carried interest allocations balance as of those dates. As of December 31, 2022 and March 31, 2022, the Company’s investments in three commingled funds each individually represented 10% or more of the total legacy Greenspring accrued carried interest allocations balance, and in the aggregate represented approximately 37% and 39%, respectively, of the total legacy Greenspring accrued carried interest allocations balances as of those dates. Of the total accrued carried interest allocations balance as of December 31, 2022 and March 31, 2022, $597.3 million and $770.0 million, respectively, were payable to affiliates and is included in accrued carried interest-related compensation in the condensed consolidated balance sheets. Of the total legacy Greenspring investments in funds and accrued carried interest allocations balance as of December 31, 2022 and March 31, 2022, $723.5 million and $1,140.1 million, respectively, were payable to employees who are considered affiliates of the Company and is included in legacy Greenspring accrued carried interest-related compensation in the condensed consolidated balance sheets and $165.3 million and $194.5 million, respectively, are reflected as non-controlling interests in legacy Greenspring entities in the condensed consolidated balance sheets. The Company evaluates each of its equity method investments to determine if any are considered significant as defined by the SEC. As of December 31, 2022 and March 31, 2022 and for the three and nine months ended December 31, 2022 and 2021, no individual equity method investment held by the Company met the significance criteria. As a result, the Company is not required to provide separate financial statements for any of its equity method investments. Investments of Consolidated Funds The Company consolidates funds and entities when it is deemed to hold a controlling financial interest. Beginning in the quarter ended December 31, 2022, the Company consolidated one investment fund for which it is deemed to have a controlling financial interest. The activity of the Consolidated Funds is reflected within the condensed consolidated financial statements. Investments held by the Consolidated Funds are summarized below: Fair Value as of Percentage of Total Investments as of December 31, 2022 March 31, 2022 December 31, 2022 March 31, 2022 Investments of Consolidated Funds: Partnership and LLC interests (Cost of $9.4 million and $— million as of December 31, 2022 and March 31, 2022, respectively) $ 14,312 $ — 100 % — % Total investments of Consolidated Funds $ 14,312 $ — 100 % — % As of December 31, 2022 and March 31, 2022, no individual investment had a fair value greater than 5% of the Company’s total assets. The following table summarizes net gains (losses) from investment activities of the Consolidated Funds: Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Net Realized Gains (Losses) on Investments Net Unrealized Gains (Losses) on Investments Net Realized Gains (Losses) on Investments Net Unrealized Gains (Losses) on Investments Investments of Consolidated Funds: Partnership and LLC interests $ — $ 4,895 $ — $ 4,895 Total investments of Consolidated Funds $ — $ 4,895 $ — $ 4,895 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures certain assets and liabilities at fair value on a recurring basis. The following tables provide details regarding the classification of these assets and liabilities within the fair value hierarchy as of the dates presented: Financial Instruments of the Company As of December 31, 2022 Level I Level II Level III Total Liabilities Contingent consideration obligations $ — $ — $ 37,473 $ 37,473 Liability classified awards — — 3,800 3,800 Total liabilities $ — $ — $ 41,273 $ 41,273 As of March 31, 2022 Level I Level II Level III Total Liabilities Contingent consideration obligations $ — $ — $ 28,025 $ 28,025 Total liabilities $ — $ — $ 28,025 $ 28,025 For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the three and nine months ended December 31, 2022 and 2021. The changes in the fair value of Level III financial instruments of the Company are set forth below: Three Months Ended December 31, 2022 2021 Contingent consideration obligations Liability classified awards Total Contingent consideration obligations Liability classified awards Total Balance, beginning of period: $ 35,656 $ — $ 35,656 $ 18,851 $ — $ 18,851 Additions — 3,500 3,500 — — — Change in fair value 1,989 300 2,289 1,624 — 1,624 Settlements (172) — (172) (222) — (222) Balance, end of period: $ 37,473 $ 3,800 $ 41,273 $ 20,253 $ — $ 20,253 Changes in unrealized losses included in earnings related to financial liabilities still held at the reporting date $ 1,989 $ 3,800 $ 5,789 $ 1,624 $ — $ 1,624 Nine Months Ended December 31, 2022 2021 Contingent consideration obligations Liability classified awards Total Contingent consideration obligations Liability classified awards Total Balance, beginning of period: $ 28,025 $ — $ 28,025 $ 1,541 $ — $ 1,541 Additions — 3,500 3,500 17,769 — 17,769 Change in fair value 9,949 300 10,249 1,624 — 1,624 Settlements (501) — (501) (681) — (681) Balance, end of period: $ 37,473 $ 3,800 $ 41,273 $ 20,253 $ — $ 20,253 Changes in unrealized losses included in earnings related to financial liabilities still held at the reporting date $ 9,949 $ 3,800 $ 13,749 $ 1,624 $ — $ 1,624 Contingent Consideration In connection with the Greenspring acquisition, the Company recorded a contingent consideration liability of $17.8 million during the three months ended September 30, 2021. See note 14 for more information. The fair value of the contingent consideration liabilities are based on a discounted cash flow analysis using a probability-weighted average estimate of certain performance targets, including revenue levels. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the contingent consideration liability may differ materially from the current estimate. The significant unobservable inputs required to value the contingent consideration liabilities primarily relate to the future expected revenues and the discount rates applied to the expected future revenues and payments of obligations, which ranged from 8% to 10% as of December 31, 2022. The contingent consideration liabilities are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets. Changes in the fair value of the liabilities are included in general, administrative and other expenses in the condensed consolidated statements of income. In February 2022, the Company amended the contingent consideration arrangement in respect of the Greenspring acquisition whereby a portion of the contingent consideration liability otherwise payable to the sellers will be used to fund compensation arrangements with certain employees of the Company, which will be payable following the end of the earn-out period. As a result, the contingent consideration liability is recorded net of the fair value of amounts payable to certain employees. Liability Classified Awards During the three months ended December 31, 2022, the Company granted limited liability company profits interests in one of its consolidated subsidiaries to certain employees. The interests are accounted for as liability classified awards. See note 9 for more information. The fair value of the liability classified awards is based on an option pricing model. The assumptions used in the analysis are inherently subjective; therefore, the ultimate settlement amount of the liability classified awards may differ materially from the current estimate. The option price assumption in the option pricing model is based on a discounted cash flow analysis. The significant unobservable inputs required to value the liability classified awards primarily relate to the future expected volatility for the option pricing model and future expected earnings and related discount rate applied for the discounted cash flow analysis. As of December 31, 2022, the volatility input used in the option pricing model was 40% and the discount applied to the future expected earnings in the discounted cash flow analysis was 24%. The liability classified awards are included in accrued compensation and benefits in the condensed consolidated balance sheets. Changes in the fair value of the liabilities are included in equity-based compensation expense in the condensed consolidated statements of income. Financial Instruments of Consolidated Funds Investment Funds The Company generally values its investment funds, which are organized as partnership and LLC interests, using the NAV per share equivalent calculated by the investment manager as a practical expedient in determining an independent fair value. The Company does not categorize within the fair value hierarchy investments where fair value is measured using the net asset value per share practical expedient. As of December 31, 2022, investments with a combined fair value of $14.3 million are excluded from presentation in the fair value hierarchy as the fair value of these investments were measured at net asset value. |
Intangibles and Goodwill
Intangibles and Goodwill | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles and Goodwill | Intangibles and Goodwill Intangible assets consist of management contracts providing economic rights to management and advisory fees and client relationships related to future fundraising, as obtained through the Company’s acquisitions of other businesses. Intangible assets, net consists of the following: As of December 31, 2022 March 31, 2022 Management contracts $ 352,002 $ 352,002 Client relationships 96,650 96,650 Service agreements 9,537 9,537 Less: Accumulated amortization (92,674) (60,063) Intangible assets, net $ 365,515 $ 398,126 Amortization expense related to intangible assets was $10.9 million and $11.0 million for the three months ended December 31, 2022 and 2021, respectively, and $32.6 million and $13.4 million for the nine months ended December 31, 2022 and 2021, respectively. These amounts are included in general, administrative and other expenses in the condensed consolidated statements of income. At December 31, 2022, the expected future amortization of finite-lived intangible assets is as follows: Remainder of FY2023 $ 10,871 FY2024 42,645 FY2025 41,955 FY2026 41,764 FY2027 41,730 Thereafter 186,550 Total $ 365,515 The carrying value of goodwill was $580.5 million as of December 31, 2022 and March 31, 2022. The Company determined there was no indication of goodwill impairment as of December 31, 2022 and March 31, 2022. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations In September 2021, the Company entered into a credit agreement with various lenders (the “Credit Agreement”) in connection with the Greenspring acquisition. The Credit Agreement was arranged by JPMorgan Chase Bank, N.A., as the administrative agent, and provides for a $225.0 million multicurrency revolving credit facility (the “Revolver”) with a five-year maturity. As of December 31, 2022, the Company had $83.2 million outstanding on the Revolver, net of debt issuance costs. The Company’s debt obligations consist of the following: As of December 31, 2022 March 31, 2022 Revolver $ 85,000 $ 65,000 Less: Debt issuance costs (1,767) (2,121) Total debt obligations $ 83,233 $ 62,879 Borrowings under the Revolver bear interest at a variable rate per annum. The Company may designate each borrowing as (i) in the case of any borrowing in U.S. dollars, a base rate loan or a LIBOR rate loan, (ii) in the case of any borrowing denominated in Euros, a EURIBOR rate loan, (iii) in the case of any borrowing denominated in British Pounds Sterling, a Sterling Overnight Index Average (“SONIA”) loan, (iv) in the case of any borrowing denominated in Swiss Francs, a Swiss Average Rate Overnight (“SARON”) loan, and (v) in the case of any borrowing denominated in Australian dollars, an AUD rate loan. Borrowings bear interest equal to (i) in the case of base rate loans, 1.00% plus the greatest of (a) the Prime Rate, (b) the New York Federal Reserve Bank Rate plus 0.50% and (c) the 1 month LIBOR, multiplied by the Statutory Reserve Rate (as defined in the Credit Agreement), plus 1.00%, (ii) in the case of a LIBOR rate loan, the LIBOR rate multiplied by the Statutory Reserve Rate plus 2.00%, (iii) in the case of a EURIBOR rate loan, the EURIBOR rate multiplied by the Statutory Reserve Rate plus 2.00%, (iv) in the case of a SONIA loan, the Sterling Overnight Index Average plus 2.03%, (v) in the case of a SARON loan, the Swiss Average Rate Overnight plus 2.00%, and (vi) in the case of an AUD rate loan, the AUD Screen Rate (as defined in the Credit Agreement) multiplied by the Statutory Reserve Rate plus 2.20%. The weighted-average interest rate in effect for the Revolver as of December 31, 2022 was 6.42%. Borrowings under the Revolver may be repaid at any time during the term of the Credit Agreement and, subject to certain terms and conditions, may be reborrowed prior to the maturity date. Any outstanding principal amounts, together with any accrued interest thereon, shall be due and payable on the maturity date. The maturity date for the Revolver is September 20, 2026. The Revolver bears a fee on undrawn commitments equal to 0.25% per annum if total utilization of revolving commitments is equal to or greater than 50% and 0.35% per annum if total utilization of revolving commitments is less than 50%. The carrying value of the Revolver approximates fair value, as the loan is subject to variable interest rates that adjust with changes in market rates and market conditions and the current interest rate approximates that which would be available under similar financial arrangements. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation The change in unvested RSUs is as follows: Number of RSUs Weighted-Average Grant-Date Fair Value Per RSU Balance as of March 31, 2022 2,087,324 $ 20.40 Granted 16,429 $ 28.91 Vested (597,698) $ (18.49) Forfeited (34,073) $ (21.89) Balance as of December 31, 2022 1,471,982 $ 21.36 In November 2022, one the Company’s non-wholly owned subsidiaries issued new partnership interests to certain employees with a grant date fair value of $6.1 million, vesting over six years. The issuance did not impact the Company’s fully diluted interest in the subsidiary. Unvested Partnership Units All Class B2 units will automatically convert into Class B units upon final vesting in 2024 and unitholders will be entitled to purchase from the Company one share of Class B common stock for each Class B unit at its par value. Prior to vesting, holders of Class B2 units do not have the right to receive any distributions from the Partnership, other than tax-related distributions. As of December 31, 2022, there were 2,566,566 Class B2 units outstanding. During the nine months ended December 31, 2022, none of the outstanding Class B2 units were forfeited. As of December 31, 2022, 898,298 Class B2 units were unvested and 1,668,268 Class B2 units were vested. As of December 31, 2022, $35.0 million of unrecognized non-cash compensation expense in respect of equity-based awards remained to be recognized over a weighted-average period of approximately 3.3 years. Liability Classified Awards In November 2022, the Company issued a profits interest in SPW to certain employees of the SPW team and concurrently entered into an option agreement which provides that, (i) StepStone has 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 (formerly known as Conversus Holdings LLC), has the right to put the profits interest to StepStone on June 30, 2026 or at the end of any fiscal quarter thereafter, in exchange for payment of a put price. The applicable call or put price is, in certain circumstances, subject to an earn-out or earn-down. The call or put price will be payable in cash unless the Company elects to pay a portion of the consideration in units of the Partnership, each to be exchangeable into shares of the Company’s Class A common stock, and, in either case, rights under one or more tax receivable agreements. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In connection with the exchanges of Class B and C units of the Partnership for Class A common stock by certain limited partners of the Partnership, the Company recorded an increase to deferred tax assets of $4.8 million, and a net increase in the valuation allowance of $0.3 million. Additionally, in connection with the exchange transactions, the Company recorded a corresponding Tax Receivable Agreements liability of $6.1 million, representing 85% of the incremental net cash tax savings for the Company due to the exchanging limited partners. The Company made payments of $1.1 million and $0.1 million during the three months ended December 31, 2022 and 2021, respectively, and $6.0 million and $0.7 million during the nine months ended December 31, 2022 and 2021, respectively, under the Tax Receivable Agreements. As of December 31, 2022, the Company’s total Tax Receivable Agreements liability was $199.7 million. See note 12 for more information. The Company’s effective tax rate was 5.1% and 11.1% for the three months ended December 31, 2022 and 2021, respectively, and 6.3% and 4.0% for the nine months ended December 31, 2022 and 2021, respectively. The Company’s overall effective tax rate in each of the periods described above is less than the statutory rate. The primary rate difference for the three and nine months ended December 31, 2022 and 2021 relates to a portion of income that was allocated to non-controlling interests, as the tax liability on such income is borne by the holders of such non-controlling interests. Additionally, during the nine months ended December 31, 2021, the Company recorded a benefit of $25.3 million, related to the full release of the valuation allowance as a result of the deferred tax liability recorded in connection with the Greenspring acquisition. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax assets may not be realized. As of December 31, 2022, the Company has not recorded any unrecognized tax benefits and does not expect there to be any material changes to uncertain tax positions within the next 12 months. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share of Class A common stock are presented for the three and nine months ended December 31, 2022 and 2021. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands, except share and per share amounts) Numerator: Net income (loss) attributable to StepStone Group Inc. – Basic $ (6,938) $ 48,346 $ (47,199) $ 152,070 Incremental income from assumed vesting of RSUs — 886 — 3,435 Incremental income from assumed vesting and exchange of Class B2 units — 1,931 — 6,075 Net income (loss) attributable to StepStone Group Inc. – Diluted $ (6,938) $ 51,163 $ (47,199) $ 161,580 Denominator: Weighted-average shares of Class A common stock outstanding – Basic 62,192,899 57,875,758 61,583,215 46,247,353 Assumed vesting of RSUs — 1,125,798 — 1,390,538 Assumed vesting and exchange of Class B2 units — 2,481,677 — 2,480,591 Weighted-average shares of Class A common stock outstanding – Diluted 62,192,899 61,483,233 61,583,215 50,118,482 Net income (loss) per share of Class A common stock: Basic $ (0.11) $ 0.84 $ (0.77) $ 3.29 Diluted $ (0.11) $ 0.83 $ (0.77) $ 3.22 Diluted earnings per share of Class A common stock is computed by dividing net income (loss) attributable to SSG, giving consideration to the reallocation of net income between holders of Class A common stock and non-controlling interests, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities, if any. Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to SSG and therefore are not participating securities. As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included. The calculation of diluted earnings per share excludes 46,420,141 Class B units and 2,514,085 Class C units of the Partnership outstanding as of December 31, 2022, and 47,499,673 Class B units and 2,928,824 Class C units of the Partnership outstanding as of December 31, 2021, which are exchangeable into Class A common stock under the if-converted method, as the inclusion of such shares would be anti-dilutive. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company considers its senior executives, employees and equity method investments to be related parties. A substantial portion of the Company’s management and advisory fees and carried interest allocations is earned from various StepStone Funds that are considered equity method investments. The Company earned net management and advisory fees from the StepStone Funds of $88.4 million and $69.2 million for the three months ended December 31, 2022 and 2021, respectively, and $245.9 million and $165.7 million for the nine months ended December 31, 2022 and 2021, respectively. Carried interest allocation revenues earned from the StepStone Funds totaled $(47.0) million and $199.1 million for the three months ended December 31, 2022 and 2021, respectively, and $(241.7) million and $621.8 million for the nine months ended December 31, 2022 and 2021, respectively. Legacy Greenspring carried interest allocation revenues earned from certain legacy Greenspring funds for which the Company has no direct economic interests totaled $(88.9) million and $105.0 million for the three months ended December 31, 2022 and 2021, respectively, and $(371.2) million and $105.0 million for the nine months ended December 31, 2022 and 2021, respectively. Due from affiliates in the condensed consolidated balance sheets consists primarily of fees and accounts receivable from the StepStone Funds, advances made on behalf of the StepStone Funds for the payment of certain organization and operating costs and expenses for which the Company is subsequently reimbursed, amounts due from employees and loans due from affiliated entities, as set forth below. As of December 31, 2022 March 31, 2022 Amounts receivable from StepStone Funds $ 20,162 $ 19,027 Amounts receivable from employees 2,207 342 Amounts receivable from loans 13,380 — Total due from affiliates $ 35,749 $ 19,369 Due to affiliates in the condensed consolidated balance sheets consists primarily of amounts payable to certain non-controlling interest holders in connection with the Tax Receivable Agreements, amounts payable to the StepStone Funds and distributions payable to certain employee equity holders of consolidated subsidiaries, as set forth below. As of December 31, 2022 March 31, 2022 Amounts payable to non-controlling interest holders in connection with Tax Receivable Agreements $ 199,740 $ 197,204 Amounts payable to StepStone Funds 71 198 Distributions payable to certain employee equity holders of consolidated subsidiaries 1,541 1,953 Total due to affiliates $ 201,352 $ 199,355 |
Stockholders' Equity and Redeem
Stockholders' Equity and Redeemable Interests | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity and Redeemable Interests | Stockholders’ Equity and Redeemable Interests Stockholders’ Equity The Company has two classes of common stock outstanding, Class A common stock and Class B common stock. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval. Holders of Class A common stock are entitled to receive dividends when and if declared by the board of directors. Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock. In connection with the Greenspring acquisition, the limited partnership agreement of the Partnership was amended to create new Class C limited partnership interests and to admit the new limited partners that received Class C units as consideration for the Greenspring acquisition. The Class C limited partnership interests of the Partnership have substantially the same rights and obligations as are applicable to the existing holders of Class B units of the Partnership. The Company has no ownership interest in the Class C units, which are held by certain employees of the Company. The Company has also entered into an agreement with the Class C limited partners of the Partnership to allow for the exchange of Class C units to shares of Class A common stock of the Company on a one-for-one basis, subject to certain restrictions. The following table shows a rollforward of the Company’s shares of common stock outstanding since March 31, 2022: Class A Common Stock Class B Common Stock March 31, 2022 61,141,306 47,149,673 Class A common stock issued in exchange for Class B partnership units 729,532 (729,532) Class A common stock issued in exchange for Class C partnership units 414,739 — Class A common stock issued for vesting of RSUs, net of shares withheld for employee taxes 487,345 — December 31, 2022 62,772,922 46,420,141 The Company has 25,000,000 authorized shares of preferred stock, par value of $0.001 per share, and as of December 31, 2022, no shares of preferred stock were issued or outstanding. In December 2022, the Company issued 296,756 shares of Class A common stock to certain limited partners of the Partnership in exchange for 296,756 Class B units in accordance with the elective exchange notices submitted pursuant to an agreement with the Class B limited partners (the “Class B Exchange Agreement”) to allow for exchange of Class B units of the Partnership to shares of Class A common stock of the Company on a one-for-one basis, subject to certain restrictions. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to the Company. The Company also issued 414,739 shares of Class A common stock to certain limited partners of the Partnership in exchange for 414,739 Class C units in accordance with the elective exchange notices submitted pursuant to an agreement with the Class C limited partners (the “Class C Exchange Agreement”) to allow for exchange of Class C units of the Partnership to shares of Class A common stock of the Company on a one-for-one basis, subject to certain restrictions. In September 2022, the Company issued 175,000 shares of Class A common stock to certain limited partners of the Partnership in exchange for 175,000 Class B units in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement to allow for exchange of Class B units of the Partnership to shares of Class A common stock of the Company on a one-for-one basis, subject to certain restrictions. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to the Company. In June 2022, the Company issued 257,776 shares of Class A common stock to certain limited partners of the Partnership in exchange for 257,776 Class B units in accordance with the elective exchange notices submitted pursuant to the Class B Exchange Agreement. A corresponding number of shares of Class B common stock were automatically redeemed at par value and canceled in connection with such exchange and a corresponding number of Class A units of the Partnership were issued to the Company. The reallocation adjustment between SSG stockholders’ equity, non-controlling interests in the Partnership and non-controlling interests in subsidiaries relates to the impact of changes in economic ownership percentages during the period and adjusting previously recorded equity transactions to the economic ownership percentage as of the end of each reporting period. Dividends and distributions are reflected in the condensed consolidated statements of stockholders’ equity when declared by the board of directors. Dividends are made to Class A common stockholders and distributions are made to limited partners of the Partnership and holders of non-controlling interests in subsidiaries. On November 3, 2022, the Company announced a quarterly cash dividend of $0.20 per share of Class A common stock, which was paid on December 15, 2022 to holders of record at the close of business on November 30, 2022. Redeemable Interests The following table summarizes the activities associated with the redeemable non-controlling interests in Consolidated Funds: Three Months Ended December 31, Nine Months Ended December 31, 2022 2022 Beginning balance $ — $ — Contributions 4,575 4,575 Net income 391 391 Ending balance $ 4,966 $ 4,966 |
Business Combinations
Business Combinations | 9 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Greenspring Acquisition On September 20, 2021, the Company completed the acquisition of 100% of the equity of Greenspring Associates, Inc. and certain of its affiliates (collectively, “Greenspring”) in exchange for (i) cash consideration of approximately $185 million, net of an agreed upon adjustment based upon Greenspring’s net working capital balance at the closing date, (ii) 12,686,756 shares of Class A common stock and (iii) 3,071,519 newly issued Class C units of the Partnership (the “Greenspring acquisition”), in each case subject to certain adjustments (including customary adjustments for cash, debt, debt-like items, transaction expenses and net working capital at closing). The transaction agreement also provides for the payment of an earn-out of up to $75 million that is payable in 2025 subject to the achievement of certain management fee revenue targets for calendar year 2024. The results of Greenspring’s operations have been included in the condensed consolidated financial statements effective September 20, 2021. The acquisition of Greenspring expanded the Company’s leadership in private markets solutions, providing added scale in venture capital and growth equity, and offering clients expanded access to the global innovation economy. The aggregate purchase price for the acquisition of Greenspring and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date were as follows: Acquisition date fair value of consideration transferred: Cash consideration $ 186,577 Class A common stock 558,598 Class C units of the Partnership 135,239 Contingent consideration 17,769 Total purchase price $ 898,183 Estimated fair value of assets acquired and liabilities assumed: Cash and short-term receivables $ 5,725 Legacy Greenspring investments in funds and accrued carried interest allocations (1) 1,203,299 Lease right-of-use assets, net 2,585 Other assets and receivables 2,146 Finite-lived intangible assets—contractual rights: management contracts 310,944 Finite-lived intangible assets—client relationships 96,650 Finite-lived intangible assets—contractual rights: service agreements 9,537 Goodwill 573,750 Deferred income taxes (95,884) Accrued expenses and other liabilities (4,685) Legacy Greenspring accrued carried interest-related compensation (1) (1,045,157) Lease liabilities (2,585) Non-controlling interests in legacy Greenspring entities (1) (158,142) Total $ 898,183 _______________________________ (1) Represents investments in funds and carried interest allocations attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. Such amounts are attributable to employees and therefore have been reflected as non-controlling interests in legacy Greenspring entities and legacy Greenspring accrued carried interest-related compensation, respectively. For the nine months ended December 31, 2021, the Company incurred $13.8 million of acquisition-related costs that were expensed as incurred and included in general, administrative and other expenses in the condensed consolidated statements of income. The Company allocated $320.5 million and $96.7 million of the purchase price to the fair value of contractual rights and client relationships, respectively, which is being amortized over a weighted-average amortization period of 10.0 years. The $573.8 million of goodwill primarily related to Greenspring’s assembled workforce and business synergies expected to be realized from the transaction. This goodwill is not deductible for tax purposes. The amount of revenues and net income of Greenspring (including amounts attributable to legacy Greenspring entities) from the acquisition date of September 20, 2021 to December 31, 2021 were approximately $127 million and $28 million, respectively. The following supplemental unaudited pro forma information assumes the Greenspring acquisition, as well as the Reorganization and IPO, had been consummated as of April 1, 2020: Three Months Ended December 31, 2021 Nine Months Ended December 31, 2021 Revenues $ 410,465 $ 1,505,300 Net income attributable to StepStone Group Inc. 48,346 134,181 The Company’s fiscal year ends on March 31, and prior to the transaction, Greenspring’s fiscal year ended on December 31. To comply with SEC rules and regulations for companies with different fiscal year ends, the pro forma condensed combined financial information has been prepared utilizing periods that differ by less than 93 days. The unaudited pro forma information for the three and nine months ended December 31, 2021 combines the Company’s historical unaudited condensed consolidated statements of income and Greenspring’s historical unaudited condensed combined statements of income for the three and nine months ended December 31, 2021 . The supplemental unaudited pro forma information is based on estimates and assumptions believed reasonable and are not necessarily indicative of the Company’s consolidated results in future periods or the results that actually would have been realized had the Greenspring acquisition been completed to create a combined entity during the periods presented. The pro forma amounts have been calculated after reflecting the following adjustments that were directly attributable to the Reorganization, IPO, Greenspring acquisition and the related debt issuance used to fund a portion of the cash consideration, as if the transactions were consummated on April 1, 2020: Reorganization and IPO • adjustments to include compensation expense associated with the 2.5 million RSUs issued in connection with the IPO; • adjustments on interest expense to reflect the repayment of outstanding debt using a portion of the IPO proceeds; • adjustments to include federal and state income taxes for the Company’s share of taxable income generated by the Partnership; and • adjustments to reflect the pro-rata economic ownership attributable to the Company. Debt Financing • adjustments to include interest expense related to the Revolver used to fund a portion of the cash consideration. Greenspring Acquisition • adjustments to include the impact of additional amortization of acquired intangible assets that would have been charged; • adjustments to include the issuance of Class A common stock of the Company and Class C units of the Partnership as consideration for the transaction; • adjustments to reflect the pro-rata economic ownership attributable to the Company; • adjustments to reflect the tax effects of the Greenspring acquisition and including Greenspring in the Company’s results; and • adjustments to include acquisition-related transaction costs in earnings for the nine months ended December 31, 2020. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the ordinary course of business, and from time to time, the Company may be subject to various legal, regulatory and/or administrative proceedings. The Company accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such proceedings, based on information known by management, the Company does not expect a potential liability related to any current legal proceedings or claims that would individually or in the aggregate materially affect its condensed consolidated financial statements as of December 31, 2022. Lease Commitments The Company leases offices in 25 cities in the North America, South America, Europe, Asia and Australia, and certain equipment subject to operating lease agreements expiring through 2039, some of which may include options to extend or terminate the lease. As of December 31, 2022, there were no finance leases outstanding. The components of lease expense included in general, administrative and other expenses in the condensed consolidated statements of income were as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Operating lease cost (1)(2) $ 3,481 $ 2,855 $ 6,893 $ 8,215 Variable lease cost 236 230 733 699 Sublease income (414) (416) (1,203) (1,272) Total lease cost $ 3,303 $ 2,669 $ 6,423 $ 7,642 _______________________________ (1) Operating lease cost includes an immaterial amount of short-term leases. (2) The nine months ended December 31, 2022 include a gain of $2.7 million related to lease remeasurement adjustments due to a reduction in lease terms. Supplemental cash flow information related to leases was as follows: Nine Months Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 7,448 $ 7,343 Weighted-average remaining lease term for operating leases (in years) 12.2 7.8 Weighted-average discount rate for operating leases 4.5 % 2.7 % As of December 31, 2022, maturities of operating lease liabilities were as follows: Remainder of FY2023 $ 3,280 FY2024 12,894 FY2025 14,168 FY2026 15,134 FY2027 14,319 Thereafter 108,586 Total lease liabilities 168,381 Less: Imputed interest (44,063) Total operating lease liabilities $ 124,318 Unfunded Capital Commitments As of December 31, 2022 and March 31, 2022, the Company, generally in its capacity as general partner or managing member of the StepStone Funds, had unfunded commitments totaling $87.0 million and $68.2 million, respectively. The $87.0 million and $68.2 million of unfunded commitments as of December 31, 2022 and March 31, 2022, respectively, exclude $51.7 million and $40.5 million, respectively, related to commitments held by the legacy Greenspring general partner entities in legacy Greenspring funds for which the Company does not hold any direct economic interests. Carried Interest Allocations Carried interest allocations are subject to reversal in the event of future losses, to the extent of the cumulative revenues recognized by the Company in income to date. Additionally, if the Company has received net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, the Company may be obligated to repay previously distributed carried interest that exceeds the amounts to which the Company is ultimately entitled. In these situations, a liability is accrued for the potential clawback obligation if amounts previously distributed to the Company would require repayment to a fund if such fund were to be liquidated based on the current fair value of their underlying investments as of the reporting date. Actual repayment obligations generally do not become realized until the end of a fund’s life. As of December 31, 2022 and March 31, 2022, no material amounts for potential clawback obligations had been accrued. This contingent obligation is normally reduced by income taxes that the Company has paid related to the carried interest allocations. As of December 31, 2022, the maximum amount of carried interest allocations (excluding legacy Greenspring carried interest allocations) attributable to the Company subject to contingent repayment was an estimated $260.7 million, net of tax, assuming the fair value of all investments was zero, a possibility that the Company views as remote. Indemnification Arrangements In the normal course of business and consistent with standard business practices, the Company has provided general indemnifications to its limited partners, officers and directors when they act in good faith in the performance of their duties for the Company. The terms of these indemnities vary from contract to contract. The Company’s maximum exposure under these arrangements cannot be determined as these indemnities relate to future claims that may be made against the Company or related parties, but which have not yet occurred. No liability related to these indemnities has been recorded in the condensed consolidated balance sheets as of December 31, 2022 and March 31, 2022. Based on past experience, management believes that the risk of loss related to these indemnities is remote. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 9, 2023, the Company announced a quarterly cash dividend of $0.20 per share of Class A common stock, payable on March 15, 2023 to holders of record as of the close of business on February 28, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its annual report on Form 10-K for the fiscal year ended March 31, 2022 filed with the Securities and Exchange Commission (“SEC”). Certain of the StepStone Funds are investment companies that follow specialized accounting under GAAP and reflect their investments at estimated fair value. Accordingly, the carrying value of the Company’s equity method investments in such entities retains the specialized accounting. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. Payments to related parties under Tax Receivable Agreements has been presented separately within cash flows from financing activities in the condensed consolidated statements of cash flows, and was previously included within due to affiliates within cash flows from operating activities. |
Consolidation | Consolidation The Company consolidates all entities that it controls through a majority voting interest or as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity. In evaluating whether the Company holds a variable interest, fees received as a decision maker or in exchange for services (including management fees, incentive fees and carried interest allocations) that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. The consolidation analysis can generally be performed qualitatively; however, in certain situations a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective StepStone Funds that are VIEs could affect the entity’s status as a VIE or the determination of the primary beneficiary. Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. When assessing whether the Company is the primary beneficiary of a VIE, management evaluates whether the Company’s involvement, through holding interests directly or indirectly in an entity or contractually through other variable interests, would give the Company a controlling financial interest. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties. The Company provides investment advisory services to the StepStone Funds, which have third-party clients. These funds are investment companies and are typically organized as limited partnerships or limited liability companies for which the Company, through its operating subsidiaries, acts as the general partner or managing member. A limited partnership or similar entity is a VIE if the unaffiliated limited partners or members do not have substantive rights to terminate or liquidate the fund or remove the general partner or substantive rights to participate. Certain StepStone Funds are VIEs because they have not granted unaffiliated limited partners or members substantive rights to terminate the fund or remove the general partner or substantive rights to participate. The Company does not consolidate these StepStone Funds because it is not the primary beneficiary of those funds, primarily because it does not hold an interest in those funds that is considered more than insignificant and its fee arrangements are considered customary and commensurate. The Company has determined that certain of its operating subsidiaries, StepStone Group Real Assets LP (“SRA”), StepStone Group Real Estate LP (“SRE”), Swiss Capital Alternative Investments AG (“Swiss Capital”), and StepStone Group Private Wealth LLC (“SPW”) and certain StepStone Funds are VIEs, and that the Company is the primary beneficiary of each entity because it has a controlling financial interest in each entity; accordingly, the Company consolidates these entities. The assets and liabilities of the consolidated VIEs are presented gross in the condensed consolidated balance sheets. The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs. See note 4 for more information on both consolidated and unconsolidated VIEs. In connection with the Greenspring acquisition, the Company, indirectly through its subsidiaries, became the sole and/or managing member of certain entities, each of which is the general partner of an investment fund (“legacy Greenspring general partner entities”). The Company did not acquire any direct economic interests attributable to the legacy Greenspring general partner entities, including legacy Greenspring investments in funds and carried interest allocations. However, certain arrangements negotiated as part of the acquisition represent variable interests that could be significant. The Company determined that the legacy Greenspring general partner entities are VIEs and it is the primary beneficiary of each such entity because it has a controlling financial interest in each entity. As a result, the Company consolidates these entities. |
Non-Controlling Interests | Non-Controlling Interests Non-controlling interests (“NCI”) reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by the Company. Non-controlling interests are presented as separate components of stockholders’ equity on the Company’s condensed consolidated balance sheets to clearly distinguish between the Company’s interests and the economic interests of third parties and employees in those entities. Net income (loss) attributable to SSG, as reported in the condensed consolidated statements of income, is presented net of the portion of net income (loss) attributable to holders of non-controlling interests. See note 13 for more information on ownership interests in the Company. Non-controlling interests in subsidiaries represent the economic interests in SRA, SRE, and Swiss Capital (the variable interest entities included in the Company’s condensed consolidated financial statements) held by third parties and employees in those entities. Non-controlling interests in subsidiaries are allocated a share of income or loss in the respective consolidated subsidiary in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss. Non-controlling interests in legacy Greenspring entities represent the economic interests in the legacy Greenspring general partner entities. The Company did not acquire any direct economic interests in the legacy Greenspring general partner entities. As a result, all of the net income or loss related to the legacy Greenspring general partner entities is allocated to non-controlling interests in legacy Greenspring entities. Non-controlling interests in the Partnership represent the economic interests related to the Class B and Class C units of the Partnership which are not owned by SSG. Non-controlling interests in the Partnership are allocated a share of income or loss in the Partnership in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss. Redeemable non-controlling interests in Consolidated Funds represent the economic interests in the Consolidated Funds which are not held by SSG, but are held by the client investors in the funds. These interests are presented as redeemable non-controlling interests in Consolidated Funds within the condensed consolidated balance sheets, outside of permanent capital as the investors in these funds generally have the right to withdraw their capital, subject to the terms of the respective contractual agreements. Redeemable non-controlling interests in Consolidated Funds are allocated a share of income or loss in the respective fund in proportion to their relative ownership interests, after consideration of contractual arrangements that govern allocations of income or loss. |
Accounting for Differing Fiscal Periods | Accounting for Differing Fiscal Periods The StepStone Funds primarily have a fiscal year end as of December 31. The Company accounts for its investments in the StepStone Funds on a three-month lag due to the timing of receipt of financial information from the investments held by the StepStone Funds. The StepStone Funds primarily invest in private markets funds that generally require at least 90 days following the calendar year end to provide audited financial statements. As a result, the Company uses the December 31 audited financial statements of the StepStone Funds, which reflect the underlying private markets funds as of December 31, to record its investments (including any carried interest allocated by those investments) for its fiscal year-end consolidated financial statements as of March 31. The Company further adjusts the reported carrying values of its investments in the StepStone Funds for its share of capital contributions to and distributions from the StepStone Funds during the three-month lag period. For this interim period ending December 31, 2022, the Company used the September 30, 2022 unaudited financial statements of the StepStone Funds, which reflect the underlying private market funds as of September 30, 2022, to record its investments (including any carried interest allocated by those investments), as adjusted for capital contributions and distributions during the three-month lag period ended December 31, 2022. The Company does not account for management and advisory fees or incentive fees on a three-month lag. To the extent that management becomes aware of any material events that affect the StepStone Funds during the three-month lag period, the effect of the events would be disclosed in the notes to the condensed consolidated financial statements. |
Current Events | Current Events The Company is continuing to closely monitor developments related to COVID-19, inflation, rising interest rates and the ongoing Russia-Ukraine conflict, and assess the impact on financial markets and the Company’s business. The Company’s future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed or decreased management fees. Further, if fund managers are unable or less able to profitably exit existing investments, such conditions could result in delayed or decreased performance fee revenues. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and the Company’s condensed consolidated financial statements. |
Fair Value Measurements | Fair Value Measurements GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace – including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and therefore a lesser degree of judgment is used in measuring their fair value. Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows: • Level I – Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date. • Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments classified in this category include less liquid securities traded in active markets and securities traded in other than active markets. • Level III – Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument. The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for financial instruments categorized in Level III. The variability and availability of the observable inputs affected by the factors described above may result in transfers between Levels I, II, and III. |
Restricted Cash | Restricted Cash Restricted cash consists of cash that the Company is contractually obligated to maintain to secure its letters of credit used primarily related to its office facilities and other obligations. |
Investments | Investments Investments primarily include the Company’s ownership interests in the StepStone Funds, as general partner or managing member of such funds. The Company accounts for all investments in which it has or is otherwise presumed to have significant influence, but not control, including the StepStone Funds, using the equity method of accounting. The carrying value of these equity method investments is determined based on amounts invested by the Company, adjusted for the Company’s share in the earnings or losses of each investee, after consideration of contractual arrangements that govern allocations of income or loss (including carried interest allocations), less distributions received. Investments include the Company’s cumulative accrued carried interest allocations from the StepStone Funds, which primarily represent performance-based capital allocations, assuming the StepStone Funds were liquidated as of each reporting date in accordance with the funds’ governing documents. Legacy Greenspring investments in funds and accrued carried interest allocations represent the economic interests held by the legacy Greenspring general partner entities in certain funds for which the Company does not have any direct economic interests. All of the economics in respect of such interests are payable to employees and are therefore reflected as non-controlling interests in legacy Greenspring entities and legacy Greenspring performance fee-related compensation. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Management's determination of fair value for investments in the underlying funds includes various valuation techniques. These techniques may include a market approach, recent transaction price, net asset value approach, or discounted cash flows, and may use one or more significant unobservable inputs such as EBITDA, revenue multiples, discount rates, weighted average cost of capital, exit multiples, or terminal growth rates. Investments of Consolidated Funds The Company’s Consolidated Funds are investment companies under GAAP and reflect their investments at estimated fair value. The Company has retained the specialized investment company accounting for the Consolidated Funds under GAAP. Investments of the Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in fair value is recognized in the condensed consolidated statements of income. In addition, the Consolidated Funds do not consolidate their majority-owned and controlled investments in underlying portfolio companies. |
Leases | Leases The Company determines whether an arrangement contains a lease at inception of the arrangement. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines the classification as either an operating or finance lease. The Company’s identified leases primarily consist of operating lease agreements for office space and certain equipment, as the lessee. Operating leases are included in lease right-of-use-assets, net and lease liabilities in the condensed consolidated balance sheets. Certain leases include lease and non-lease components, which the Company accounts for as a single lease component. Lease right-of-use (“ROU”) assets and lease liabilities are measured based on the present value of future minimum lease payments over the lease term at the commencement date. Lease ROU assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. The Company uses its incremental borrowing rate in determining the present value of future minimum lease payments. The Company’s lease terms may include options to extend or terminate the lease, which are included in the measurement of ROU assets and lease liabilities when it is reasonably certain that the Company will exercise those options. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of an acquisition is allocated to the assets acquired and liabilities assumed based on their fair values, as determined by management at the acquisition date. Contingent consideration obligations that are elements of consideration transferred are recognized at the acquisition date as part of the fair value transferred in exchange for the acquired business. Contingent consideration arrangements are revalued to fair value each reporting period. Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. Acquisition-related costs incurred in connection with a business combination are expensed as incurred and are included in general, administrative and other expenses in the condensed consolidated statements of income. |
Intangibles and Goodwill | Intangibles and Goodwill The Company’s finite-lived intangible assets consist of acquired contractual rights to earn future management and advisory fee income and client relationships. Finite-lived intangible assets are amortized over their estimated useful lives, which range from 8 to 10 years. The Company did not have any intangible assets that were deemed to have an indefinite life as of December 31, 2022. Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment charges related to the Company’s finite-lived intangible assets during the three and nine months ended December 31, 2022 and 2021. Goodwill represents the excess amount of consideration transferred in a business combination above the fair value of the identifiable net assets . Goodwill is assessed for impairment at least annually using a qualitative and, if necessary, a quantitative approach. The Company performs its annual goodwill impairment test as of January 1, or more frequently, if events and circumstances indicate that an impairment may exist. Goodwill is tested for impairment at the reporting unit level. The initial assessment for impairment under the qualitative approach is to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, a quantitative assessment is performed to measure the amount of impairment loss, if any. The quantitative assessment includes comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized equal to the lesser of (a) the difference between the carrying amount of the reporting unit and its fair value and (b) the total carrying amount of the reporting unit’s goodwill. |
Revenues | Revenues The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers . Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The application of ASC 606 requires an entity to identify its contract(s) with a customer, identify the performance obligations in a contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, variable consideration is included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company has elected to apply the variable consideration allocation exception for its fee arrangements with its customers. Management and Advisory Fees, Net The Company earns management fees for services provided to its SMAs and focused commingled funds. The Company earns advisory fees for services provided to advisory clients where the Company does not have discretion over investment decisions. The Company considers its performance obligations in its customer contracts from which it earns management and advisory fees to be one or more of the following, based on the services promised: asset management services, advisory services and/or the arrangement of administrative services. The Company recognizes revenues from asset management services and advisory services when control of the promised services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. SMAs are generally contractual arrangements involving an investment management agreement between the Company and a single client, and are typically structured as a partnership or limited liability company for which a subsidiary of SSG serves as the general partner or managing member. Focused commingled funds are structured as limited partnerships or limited liability companies with multiple clients, for which a subsidiary of the Company serves as the general partner or managing member. The Company determined that the individual client or single limited partner or member is the customer with respect to SMAs and advisory clients, while the investment fund is generally considered to be the customer for arrangements with focused commingled funds. When asset management services and the arrangement of administrative services are the performance obligations promised in a contract, the Company satisfies these performance obligations over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer. Management fees earned from these contracts where the Company has discretion over investment decisions are generally calculated based on a percentage of unaffiliated committed capital or net invested capital, and these amounts are typically billed quarterly. For certain investment funds, management fees are initially based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term. In addition, the management fee rate charged may also be reduced for certain investment funds depending on the contractual arrangement. The management fee basis is subject to factors outside of the Company’s control. Therefore, estimates of future period management fees are not included in the transaction price because those estimates would be considered constrained. Advisory fees from contracts where the Company does not have discretion over investment decisions are generally based on fixed amounts and typically billed quarterly. Management fees generally exclude reimbursements for expenses paid by the Company on behalf of its customers, including amounts related to certain professional fees and other fund administrative expenses pursuant to the fund’s governing documents. For professional and administrative services that the Company arranges to be performed by third parties on behalf of investment funds, management has concluded that the nature of its promise is to arrange for the services to be provided and, accordingly, the Company does not control the services provided by the third parties before they are transferred to the customer. Therefore, the Company is acting as an agent, and the reimbursements for these professional fees paid on behalf of the investment funds are generally presented on a net basis. The Company and certain investment funds that it manages have distribution and service agreements with third-party financial institutions, whereby the Company pays a portion of the fees it receives to such institutions for ongoing distribution and servicing of customer accounts. Management has concluded that the Company does not act as principal for the third-party services, as the Company does not control the services provided by the third parties before they are transferred to the customer. Therefore, the Company is acting as an agent, and the management fees are recorded net of these service fees. The Company may incur certain costs in connection with satisfying its performance obligations for investment management services – primarily employee travel costs and certain professional fees – for which it receives reimbursements from its customers. For reimbursable employee travel costs and certain professional fees, the Company concluded it controls the services provided by its employees and other parties and, therefore, is acting as principal. Accordingly, the Company records the reimbursement for these costs incurred on a gross basis – that is, as revenue in management and advisory fees, net and expense in general, administrative and other expenses in the condensed consolidated statements of income. For reimbursable costs incurred in connection with satisfying its performance obligations for administration services, the Company concluded it does not control the services provided by its employees and other parties and, therefore, is acting as agent. Accordingly, the Company records the reimbursement for these costs incurred on a net basis. Performance Fees The Company earns two types of performance fee revenues: incentive fees and carried interest allocations, as described below. Incentive fees are generally calculated as a percentage of the profits (up to 15%) earned in respect of certain accounts, including certain permanent capital vehicles, for which the Company is the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are a form of variable consideration and represent contractual fee arrangements in the Company’s contracts with its customers. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the assets under management or advisement over such performance period. Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax. The Company recognizes incentive fee revenue only when these amounts are realized and no longer subject to significant risk of reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period (i.e., crystallization). However, clawback terms for incentive fees received prior to crystallization only require the return of amounts on a net of tax basis. Accordingly, the tax-related portion of incentive fees received in advance of crystallization is not subject to clawback and is therefore recognized as revenue immediately upon receipt. Incentive fees received in advance of crystallization that remain subject to clawback are recorded as deferred incentive fee revenue and included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets. Carried interest allocations include the allocation of performance-based fees, commonly referred to as carried interest, to the Company from unaffiliated limited partners in the StepStone Funds in which the Company holds an equity interest. The Company is entitled to a carried interest allocation (typically 5% to 15%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. These carried interest allocations are subject to the achievement of minimum return levels (typically 5% to 10%) in accordance with the terms set forth in each respective fund’s governing documents. The Company accounts for its investment balances in the StepStone Funds, including carried interest allocations, under the equity method of accounting because it is presumed to have significant influence as the general partner or managing member. Accordingly, carried interest allocations are not deemed to be within the scope of ASC 606. Legacy Greenspring carried interest allocations reflect the allocation of carried interest to legacy Greenspring general partner entities from limited partners in certain legacy Greenspring funds in which the legacy Greenspring general partner entities hold an equity interest. The legacy Greenspring general partner entities are entitled to a carried interest allocation (typically 5% to 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. The Company accounts for the investment balances in the legacy Greenspring funds, including carried interest allocations, under the equity method of accounting because it is presumed to have significant influence as the general partner or managing member . Accordingly, legacy Greenspring carried interest allocations are not deemed to be within the scope of ASC 606. The Company does not hold any direct economic interests in the legacy Greenspring general partner entities and thus is not entitled to any carried interest allocation from the legacy funds. All of the carried interest allocations in respect of the legacy Greenspring funds are payable to employees who are considered affiliates of the Company and are therefore reflected as legacy Greenspring performance fee-related compensation in the condensed consolidated statements of income. The Company recognizes revenue attributable to carried interest allocations from a fund based on the amount that would be due to the Company pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date. Accordingly, the amount recognized as carried interest allocation revenue reflects the Company’s share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period. The Company records the amount of carried interest allocated to the Company as of each period end as accrued carried interest allocations receivable, which is included as a component of investments in the condensed consolidated balance sheets. Management's determination of fair value for investments in the underlying funds includes various valuation techniques. These techniques may include a market approach, recent transaction price, net asset value approach, or discounted cash flows, and may use one or more significant unobservable inputs such as EBITDA, revenue multiples, discount rates, weighted average cost of capital, exit multiples, or terminal growth rates. Carried interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. Carried interest is subject to reversal to the extent that the amount received to date exceeds the amount due to the Company based on cumulative results. As such, a liability is accrued for potential clawback obligations if amounts previously distributed to the Company would require repayment to a fund if such fund were to be liquidated based on the current fair value of their underlying investments as of the reporting date. Actual repayment obligations generally do not become realized until the end of a fund’s life. As of December 31, 2022 and March 31, 2022, no material amounts for potential clawback obligations had been accrued. |
Equity-Based Compensation | Equity-Based CompensationThe Company accounts for grants of equity-based awards, including restricted stock units (“RSUs”), to certain employees and directors at fair value as of the grant date. The Company recognizes non-cash compensation expense attributable to these grants on a straight-line basis over the requisite service period, which is generally the vesting period. Expense related to grants of equity-based awards is recognized as equity-based compensation expense in the condensed consolidated statements of income. The fair value of RSUs is determined by the closing stock price on the grant date. Forfeitures of equity-based awards are recognized as they occur. Awards classified as liabilities are remeasured at the end of each reporting period until settlement. |
Income Taxes | Income Taxes SSG is a corporation for U.S. federal income tax purposes and therefore is subject to U.S. federal and state income taxes on its share of taxable income generated by the Partnership. The Partnership is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by the Partnership flows through to its limited partners, including SSG, and is generally not subject to U.S. federal or state income tax at the Partnership level. The Partnership’s non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to non-U.S. income taxes. Additionally, certain subsidiaries are subject to local jurisdiction taxes at the entity level, which are reflected within income tax expense in the condensed consolidated statements of income. As a result, the Partnership does not record U.S. federal and state income taxes on income in the Partnership or its subsidiaries, except for certain local and foreign income taxes discussed above. Taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases, using tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period when the change is enacted. Deferred tax liabilities are included within accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets. The principal items giving rise to temporary differences are certain basis differences resulting from exchanges of Partnership units. See Tax Receivable Agreements below. Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent on the amount, timing and character of the Company’s future taxable income. When evaluating the realizability of deferred tax assets, all evidence – both positive and negative – is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. The Company is subject to the provisions of ASC Subtopic 740-10, Accounting for Uncertainty in Income Taxes |
Tax Receivable Agreements | Tax Receivable AgreementsSSG has entered into an Exchanges Tax Receivable Agreement (the “Exchanges Tax Receivable Agreement”) with the partners of the Partnership as of the date of the IPO and a Reorganization Tax Receivable Agreement with certain pre-IPO institutional investors (together, with the Exchanges Tax Receivable Agreement, the “Tax Receivable Agreements”). The Tax Receivable Agreements provide for payment by SSG to such partners and pre-IPO institutional investors of the Partnership of 85% of the amount of the net cash tax savings, if any, that SSG realizes (or, under certain circumstances, is deemed to realize) as a result of increases in tax basis (and utilization of certain other tax benefits) resulting from (i) SSG’s acquisition of such partners’ and institutional investors’ Partnership units and (ii) in the case of the Exchanges Tax Receivable Agreement, any payments SSG makes under the Exchanges Tax Receivable Agreement (including tax benefits related to imputed interest). SSG will retain the benefit of the remaining 15% of these net cash tax savings under both Tax Receivable Agreements. In connection with the Greenspring acquisition, the sellers receiving Class C units of the Partnership became parties to the Exchanges Tax Receivable Agreement. |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomeThe Company’s accumulated other comprehensive income consists of foreign currency translation adjustments and unrealized gains and losses on the defined benefit plan sponsored by one of its subsidiaries. |
Segments | Segments The Company operates as one business, a fully-integrated private markets solution provider. The Company’s chief operating decision maker, who is the Company’s chief executive officer, utilizes a consolidated approach to assess the performance of and allocate resources to the business. Accordingly, management has concluded that the Company consists of a single operating segment and single reportable segment for accounting and financial reporting purposes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs issued during the current period not listed below were assessed and determined to either be not applicable to the Company, or not expected to have a material impact on the condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which amends current guidance to provide optional practical expedients and exceptions, if certain criteria are met, for applying GAAP to contracts, hedging relationships and other transactions that are affected by the reference rate reform. The expedients and exceptions in this update apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”). Initially the update did not apply to contract modifications or hedging relationships entered into after December 31, 2022, but in December 2022, the FASB issued ASU 2022-06, which defers the sunset date for applying reference rate reform relief in ASC 848 to December 31, 2024. This guidance is effective for adoption anytime after March 12, 2020, but must be adopted prior to December 31, 2024. The Company is currently evaluating the impact on the condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The Company adopted this guidance on April 1, 2022 under the modified retrospective approach. The Company has changed its accounting policy to reflect the updated equity classification of contracts in an entity’s own equity, and has accounted for freestanding instruments that are indexed to and settled in the Company’s own equity at fair value with changes in fair value recognized in earnings. Adoption of this guidance did not have a material effect on the condensed consolidated financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments , which modifies ASC 842 to amend the lease classification requirements for lessors to align with practice under ASC Topic 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under ASC 842, and the lessor would have otherwise recognized a day-one loss on the investment in the lease. This guidance is effective for annual periods beginning after December 15, 2021 and interim periods within those annual periods. The Company adopted this guidance on April 1, 2022. Adoption of this guidance did not have a material effect on the condensed consolidated financial statements. In November 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which modifies ASC 805 to require an acquiring entity in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. This guidance is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance on April 1, 2022, and will apply the guidance prospectively to business combinations that occur after this date. The guidance had no effect on the condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income were as follows: As of December 31, 2022 March 31, 2022 Foreign currency translation adjustments $ 285 $ 331 Unrealized gain on defined benefit plan, net 325 327 Accumulated other comprehensive income $ 610 $ 658 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following presents revenues disaggregated by product offering, which aligns with the Company’s performance obligations and the basis for calculating each amount: Three Months Ended December 31, Nine Months Ended December 31, Management and Advisory Fees, Net 2022 2021 2022 2021 Focused commingled funds $ 60,680 $ 46,523 $ 164,975 $ 99,173 SMAs 53,515 44,022 156,154 127,137 Advisory and other services 13,926 15,028 40,698 40,663 Fund reimbursement revenues 632 811 2,779 1,055 Total management and advisory fees, net $ 128,753 $ 106,384 $ 364,606 $ 268,028 Three Months Ended December 31, Nine Months Ended December 31, Incentive Fees 2022 2021 2022 2021 SMAs $ 5 $ — $ 5,370 $ 5,905 Focused commingled funds 2,975 27 2,975 100 Total incentive fees $ 2,980 $ 27 $ 8,345 $ 6,005 Three Months Ended December 31, Nine Months Ended December 31, Carried Interest Allocations 2022 2021 2022 2021 SMAs $ (46,443) $ 133,661 $ (205,019) $ 436,283 Focused commingled funds (604) 65,433 (36,680) 185,559 Total carried interest allocations $ (47,047) $ 199,094 $ (241,699) $ 621,842 Three Months Ended December 31, Nine Months Ended December 31, Legacy Greenspring Carried Interest Allocations 2022 2021 2022 2021 SMAs $ — $ — $ — $ — Focused commingled funds (1) (88,921) 104,960 (371,200) 104,960 Total legacy Greenspring carried interest allocations $ (88,921) $ 104,960 $ (371,200) $ 104,960 _______________________________ (1) The three months ended December 31, 2022 and 2021 reflect the net effect of gross realized carried interest allocations of $5.2 million and $24.6 million, respectively, and the nine months ended December 31, 2022 and 2021 reflect the net effect of gross realized carried interest allocations of $45.4 million and $27.6 million, respectively, and the reversal of such amounts in unrealized carried interest allocations for such periods. |
Revenue from External Customers by Geographic Areas | The table below presents the Company’s revenues by geographic location: Three Months Ended December 31, Nine Months Ended December 31, Revenues (1) 2022 2021 2022 2021 United States $ (24,883) $ 170,726 $ (223,480) $ 282,366 Non-U.S. countries 20,648 239,739 (16,468) 718,469 _______________________________ (1) Revenues are attributed to countries based on client location for SMAs and advisory and other services, or location of investment vehicle for focused commingled funds. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Carrying Value of the Assets and Liabilities of the Company's Variable Interest Entities | The carrying value of the assets and liabilities recognized in the condensed consolidated balance sheets with respect to the Company’s interests in VIEs that were not consolidated is set forth below: As of December 31, 2022 March 31, 2022 Investments in funds $ 109,102 $ 107,045 Legacy Greenspring investments in funds 165,345 194,480 Due from affiliates, net 20,091 18,830 Less: Amounts attributable to non-controlling interests in subsidiaries 17,097 13,832 Less: Amounts attributable to non-controlling interests in legacy Greenspring entities 165,345 194,480 Maximum exposure to loss $ 112,096 $ 112,043 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The Company’s investments consist of the following: As of December 31, 2022 March 31, 2022 Investments of Consolidated Funds $ 14,312 $ — Equity method investments: Investments in funds (1) 109,102 107,045 Accrued carried interest allocations 1,126,386 1,480,515 Legacy Greenspring investments in funds and accrued carried interest allocations (2) 888,872 1,334,581 Total equity method investments 2,124,360 2,922,141 Total investments $ 2,138,672 $ 2,922,141 _______________________________ (1) The Company’s investments in funds was $138.6 million as of December 31, 2022. The consolidation of the Consolidated Funds results in the elimination of the Company’s investments in such funds. No funds were consolidated as of March 31, 2022. (2) Reflects investments in funds of $165.3 million and $194.5 million and carried interest allocations of $723.5 million and $1,140.1 million as of December 31, 2022 and March 31, 2022, respectively. Equity Method Investments The Company recognized equity method income (loss) of the following: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Carried interest allocations $ (47,047) $ 199,094 $ (241,699) $ 621,842 Investment income (loss) (681) 7,230 (5,473) 20,841 Legacy Greenspring carried interest allocations (88,921) 104,960 (371,200) 104,960 Legacy Greenspring investment income (loss) (8,966) 17,890 (32,927) 17,890 Total equity method income (loss) $ (145,615) $ 329,174 $ (651,299) $ 765,533 |
Schedule of Investments of Consolidated Funds | Investments held by the Consolidated Funds are summarized below: Fair Value as of Percentage of Total Investments as of December 31, 2022 March 31, 2022 December 31, 2022 March 31, 2022 Investments of Consolidated Funds: Partnership and LLC interests (Cost of $9.4 million and $— million as of December 31, 2022 and March 31, 2022, respectively) $ 14,312 $ — 100 % — % Total investments of Consolidated Funds $ 14,312 $ — 100 % — % The following table summarizes net gains (losses) from investment activities of the Consolidated Funds: Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Net Realized Gains (Losses) on Investments Net Unrealized Gains (Losses) on Investments Net Realized Gains (Losses) on Investments Net Unrealized Gains (Losses) on Investments Investments of Consolidated Funds: Partnership and LLC interests $ — $ 4,895 $ — $ 4,895 Total investments of Consolidated Funds $ — $ 4,895 $ — $ 4,895 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities | The following tables provide details regarding the classification of these assets and liabilities within the fair value hierarchy as of the dates presented: Financial Instruments of the Company As of December 31, 2022 Level I Level II Level III Total Liabilities Contingent consideration obligations $ — $ — $ 37,473 $ 37,473 Liability classified awards — — 3,800 3,800 Total liabilities $ — $ — $ 41,273 $ 41,273 As of March 31, 2022 Level I Level II Level III Total Liabilities Contingent consideration obligations $ — $ — $ 28,025 $ 28,025 Total liabilities $ — $ — $ 28,025 $ 28,025 |
Schedule of Changes in the Fair Value of Level III Financial Instruments | The changes in the fair value of Level III financial instruments of the Company are set forth below: Three Months Ended December 31, 2022 2021 Contingent consideration obligations Liability classified awards Total Contingent consideration obligations Liability classified awards Total Balance, beginning of period: $ 35,656 $ — $ 35,656 $ 18,851 $ — $ 18,851 Additions — 3,500 3,500 — — — Change in fair value 1,989 300 2,289 1,624 — 1,624 Settlements (172) — (172) (222) — (222) Balance, end of period: $ 37,473 $ 3,800 $ 41,273 $ 20,253 $ — $ 20,253 Changes in unrealized losses included in earnings related to financial liabilities still held at the reporting date $ 1,989 $ 3,800 $ 5,789 $ 1,624 $ — $ 1,624 Nine Months Ended December 31, 2022 2021 Contingent consideration obligations Liability classified awards Total Contingent consideration obligations Liability classified awards Total Balance, beginning of period: $ 28,025 $ — $ 28,025 $ 1,541 $ — $ 1,541 Additions — 3,500 3,500 17,769 — 17,769 Change in fair value 9,949 300 10,249 1,624 — 1,624 Settlements (501) — (501) (681) — (681) Balance, end of period: $ 37,473 $ 3,800 $ 41,273 $ 20,253 $ — $ 20,253 Changes in unrealized losses included in earnings related to financial liabilities still held at the reporting date $ 9,949 $ 3,800 $ 13,749 $ 1,624 $ — $ 1,624 |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consists of the following: As of December 31, 2022 March 31, 2022 Management contracts $ 352,002 $ 352,002 Client relationships 96,650 96,650 Service agreements 9,537 9,537 Less: Accumulated amortization (92,674) (60,063) Intangible assets, net $ 365,515 $ 398,126 |
Schedule of Future Amortization of Finite-lived Intangible Assets | At December 31, 2022, the expected future amortization of finite-lived intangible assets is as follows: Remainder of FY2023 $ 10,871 FY2024 42,645 FY2025 41,955 FY2026 41,764 FY2027 41,730 Thereafter 186,550 Total $ 365,515 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consist of the following: As of December 31, 2022 March 31, 2022 Revolver $ 85,000 $ 65,000 Less: Debt issuance costs (1,767) (2,121) Total debt obligations $ 83,233 $ 62,879 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Unvested Restricted Stock Units Activity | The change in unvested RSUs is as follows: Number of RSUs Weighted-Average Grant-Date Fair Value Per RSU Balance as of March 31, 2022 2,087,324 $ 20.40 Granted 16,429 $ 28.91 Vested (597,698) $ (18.49) Forfeited (34,073) $ (21.89) Balance as of December 31, 2022 1,471,982 $ 21.36 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliations of Basic and Diluted Earnings Per Share of Class A Common Stock | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands, except share and per share amounts) Numerator: Net income (loss) attributable to StepStone Group Inc. – Basic $ (6,938) $ 48,346 $ (47,199) $ 152,070 Incremental income from assumed vesting of RSUs — 886 — 3,435 Incremental income from assumed vesting and exchange of Class B2 units — 1,931 — 6,075 Net income (loss) attributable to StepStone Group Inc. – Diluted $ (6,938) $ 51,163 $ (47,199) $ 161,580 Denominator: Weighted-average shares of Class A common stock outstanding – Basic 62,192,899 57,875,758 61,583,215 46,247,353 Assumed vesting of RSUs — 1,125,798 — 1,390,538 Assumed vesting and exchange of Class B2 units — 2,481,677 — 2,480,591 Weighted-average shares of Class A common stock outstanding – Diluted 62,192,899 61,483,233 61,583,215 50,118,482 Net income (loss) per share of Class A common stock: Basic $ (0.11) $ 0.84 $ (0.77) $ 3.29 Diluted $ (0.11) $ 0.83 $ (0.77) $ 3.22 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Due from affiliates in the condensed consolidated balance sheets consists primarily of fees and accounts receivable from the StepStone Funds, advances made on behalf of the StepStone Funds for the payment of certain organization and operating costs and expenses for which the Company is subsequently reimbursed, amounts due from employees and loans due from affiliated entities, as set forth below. As of December 31, 2022 March 31, 2022 Amounts receivable from StepStone Funds $ 20,162 $ 19,027 Amounts receivable from employees 2,207 342 Amounts receivable from loans 13,380 — Total due from affiliates $ 35,749 $ 19,369 Due to affiliates in the condensed consolidated balance sheets consists primarily of amounts payable to certain non-controlling interest holders in connection with the Tax Receivable Agreements, amounts payable to the StepStone Funds and distributions payable to certain employee equity holders of consolidated subsidiaries, as set forth below. As of December 31, 2022 March 31, 2022 Amounts payable to non-controlling interest holders in connection with Tax Receivable Agreements $ 199,740 $ 197,204 Amounts payable to StepStone Funds 71 198 Distributions payable to certain employee equity holders of consolidated subsidiaries 1,541 1,953 Total due to affiliates $ 201,352 $ 199,355 |
Stockholders' Equity and Rede_2
Stockholders' Equity and Redeemable Interests (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Rollforward of the Company's Shares of Common Stock Outstanding Since IPO | The following table shows a rollforward of the Company’s shares of common stock outstanding since March 31, 2022: Class A Common Stock Class B Common Stock March 31, 2022 61,141,306 47,149,673 Class A common stock issued in exchange for Class B partnership units 729,532 (729,532) Class A common stock issued in exchange for Class C partnership units 414,739 — Class A common stock issued for vesting of RSUs, net of shares withheld for employee taxes 487,345 — December 31, 2022 62,772,922 46,420,141 |
Noncontrolling Interests In Consolidated Funds | The following table summarizes the activities associated with the redeemable non-controlling interests in Consolidated Funds: Three Months Ended December 31, Nine Months Ended December 31, 2022 2022 Beginning balance $ — $ — Contributions 4,575 4,575 Net income 391 391 Ending balance $ 4,966 $ 4,966 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Aggregate Purchase Price and Estimated Fair Values of Assets Acquired and Liabilities Assumed | The aggregate purchase price for the acquisition of Greenspring and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date were as follows: Acquisition date fair value of consideration transferred: Cash consideration $ 186,577 Class A common stock 558,598 Class C units of the Partnership 135,239 Contingent consideration 17,769 Total purchase price $ 898,183 Estimated fair value of assets acquired and liabilities assumed: Cash and short-term receivables $ 5,725 Legacy Greenspring investments in funds and accrued carried interest allocations (1) 1,203,299 Lease right-of-use assets, net 2,585 Other assets and receivables 2,146 Finite-lived intangible assets—contractual rights: management contracts 310,944 Finite-lived intangible assets—client relationships 96,650 Finite-lived intangible assets—contractual rights: service agreements 9,537 Goodwill 573,750 Deferred income taxes (95,884) Accrued expenses and other liabilities (4,685) Legacy Greenspring accrued carried interest-related compensation (1) (1,045,157) Lease liabilities (2,585) Non-controlling interests in legacy Greenspring entities (1) (158,142) Total $ 898,183 _______________________________ (1) Represents investments in funds and carried interest allocations attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. Such amounts are attributable to employees and therefore have been reflected as non-controlling interests in legacy Greenspring entities and legacy Greenspring accrued carried interest-related compensation, respectively. |
Pro Forma Effect | The following supplemental unaudited pro forma information assumes the Greenspring acquisition, as well as the Reorganization and IPO, had been consummated as of April 1, 2020: Three Months Ended December 31, 2021 Nine Months Ended December 31, 2021 Revenues $ 410,465 $ 1,505,300 Net income attributable to StepStone Group Inc. 48,346 134,181 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense included in general, administrative and other expenses in the condensed consolidated statements of income were as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Operating lease cost (1)(2) $ 3,481 $ 2,855 $ 6,893 $ 8,215 Variable lease cost 236 230 733 699 Sublease income (414) (416) (1,203) (1,272) Total lease cost $ 3,303 $ 2,669 $ 6,423 $ 7,642 _______________________________ (1) Operating lease cost includes an immaterial amount of short-term leases. (2) The nine months ended December 31, 2022 include a gain of $2.7 million related to lease remeasurement adjustments due to a reduction in lease terms. Supplemental cash flow information related to leases was as follows: Nine Months Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 7,448 $ 7,343 Weighted-average remaining lease term for operating leases (in years) 12.2 7.8 Weighted-average discount rate for operating leases 4.5 % 2.7 % |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2022, maturities of operating lease liabilities were as follows: Remainder of FY2023 $ 3,280 FY2024 12,894 FY2025 14,168 FY2026 15,134 FY2027 14,319 Thereafter 108,586 Total lease liabilities 168,381 Less: Imputed interest (44,063) Total operating lease liabilities $ 124,318 |
Organization (Details)
Organization (Details) | 9 Months Ended | ||
Sep. 20, 2021 shares | Sep. 18, 2020 vote | Dec. 31, 2022 | |
Greenspring | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ownership percentage acquired | 100% | ||
Partnership | |||
Subsidiary, Sale of Stock [Line Items] | |||
Economic interest | 56.20% | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, number of votes | vote | 1 | ||
Class A Common Stock | Greenspring | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for acquisition (in shares) | shares | 12,686,756 | ||
Class B Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, number of votes | vote | 5 | ||
Class C Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Conversion basis | 1 | ||
Class C Common Stock | Greenspring | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for acquisition (in shares) | shares | 3,071,519 | ||
Conversion basis | 1 | ||
General Partner | Partnership | |||
Subsidiary, Sale of Stock [Line Items] | |||
Membership ownership percentage | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | ||||
Incentive fees as percentage of profits | 15% | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Impairment of finite-lived intangible assets | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Number of operating segments | 1 | |||
Number of reportable segments | 1 | |||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible assets, estimated useful lives | 8 years | |||
Carried interest allocation as percentage of cumulative fund or account performance | 5% | |||
Revenue, carried interest allocation, minimum return levels required | 5% | |||
Legacy carried interest allocation as percentage of cumulative fund or account performance | 5% | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible assets, estimated useful lives | 10 years | |||
Carried interest allocation as percentage of cumulative fund or account performance | 15% | |||
Revenue, carried interest allocation, minimum return levels required | 10% | |||
Legacy carried interest allocation as percentage of cumulative fund or account performance | 20% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - AOCI (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Total stockholders' equity | $ 1,605,217 | $ 1,641,109 | $ 1,824,330 | $ 1,818,054 | $ 1,731,753 | $ 659,693 |
Foreign currency translation adjustments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Total stockholders' equity | 285 | 331 | ||||
Unrealized gain on defined benefit plan, net | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Total stockholders' equity | 325 | 327 | ||||
Accumulated other comprehensive income | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Total stockholders' equity | $ 610 | $ 671 | $ 658 | $ 250 | $ 268 | $ 155 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenue by Product Offering (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Management and advisory fees, net | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 128,753 | $ 106,384 | $ 364,606 | $ 268,028 | |
Focused commingled funds | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 60,680 | 46,523 | 164,975 | 99,173 | |
SMAs | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 53,515 | 44,022 | 156,154 | 127,137 | |
Advisory and other services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 13,926 | 15,028 | 40,698 | 40,663 | |
Fund reimbursement revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 632 | 811 | 2,779 | 1,055 | |
Total incentive fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,980 | 27 | 8,345 | 6,005 | |
SMAs | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 5 | 0 | 5,370 | 5,905 | |
Focused commingled funds | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,975 | 27 | 2,975 | 100 | |
Carried interest allocations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total carried interest allocations | (47,047) | 199,094 | (241,699) | 621,842 | |
Carried interest allocations, SMAs | |||||
Disaggregation of Revenue [Line Items] | |||||
Total carried interest allocations | (46,443) | 133,661 | (205,019) | 436,283 | |
Carried interest allocation, focused commingled funds | |||||
Disaggregation of Revenue [Line Items] | |||||
Total carried interest allocations | (604) | 65,433 | (36,680) | 185,559 | |
Legacy Greenspring carried interest allocations | |||||
Disaggregation of Revenue [Line Items] | |||||
Total carried interest allocations | [1] | (88,921) | 104,960 | (371,200) | 104,960 |
Legacy carried interest allocation, SMAs | |||||
Disaggregation of Revenue [Line Items] | |||||
Total carried interest allocations | 0 | 0 | 0 | 0 | |
Legacy carried interest allocation, focused comingled funds | |||||
Disaggregation of Revenue [Line Items] | |||||
Total carried interest allocations | (88,921) | 104,960 | (371,200) | 104,960 | |
Legacy gross carried interest allocation, focused comingled funds | |||||
Disaggregation of Revenue [Line Items] | |||||
Total carried interest allocations | $ 5,200 | $ 24,600 | $ 45,400 | $ 27,600 | |
[1]Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. See notes 3, 5 and 14 for more information. |
Revenues - Schedule of Disagg_2
Revenues - Schedule of Disaggregation of Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ (4,235) | $ 410,465 | $ (239,948) | $ 1,000,835 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | (24,883) | 170,726 | (223,480) | 282,366 |
Non-U.S. countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 20,648 | $ 239,739 | $ (16,468) | $ 718,469 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 19 | $ 19 |
Deferred revenue, revenue recognized | $ 4.9 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Assets | $ 3,503,142 | $ 4,188,125 |
Liabilities | 1,892,959 | 2,363,795 |
Consolidated funds | ||
Variable Interest Entity [Line Items] | ||
Assets | 1,057,176 | 1,435,245 |
Liabilities | $ 787,378 | $ 1,181,238 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Investments in funds | $ 109,102 | $ 107,045 |
Legacy Greenspring investments in funds | 165,300 | 194,500 |
Due from affiliates | 35,749 | 19,369 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Investments in funds | 109,102 | 107,045 |
Legacy Greenspring investments in funds | 165,345 | 194,480 |
Due from affiliates | 20,091 | 18,830 |
Maximum exposure to loss | 112,096 | 112,043 |
Variable Interest Entity, Not Primary Beneficiary, Subsidiaries | ||
Variable Interest Entity [Line Items] | ||
Less: Amounts attributable to non-controlling interests | 17,097 | 13,832 |
Variable Interest Entity, Not Primary Beneficiary, Legacy Entities | ||
Variable Interest Entity [Line Items] | ||
Less: Amounts attributable to non-controlling interests | $ 165,345 | $ 194,480 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Investments of Consolidated Funds | $ 14,312 | $ 0 | |
Equity method investments: | |||
Investments in funds | 109,102 | 107,045 | |
Accrued carried interest allocations | 1,126,386 | 1,480,515 | |
Legacy Greenspring investments in funds and accrued carried interest allocations | [1] | 888,872 | 1,334,581 |
Total equity method investments | 2,124,360 | 2,922,141 | |
Total investments | 2,138,672 | 2,922,141 | |
Investment in fund, before eliminations | 138,600 | ||
Legacy Greenspring investments in funds | 165,300 | 194,500 | |
Legacy Greenspring accrued carried interest allocations | $ 723,500 | $ 1,140,100 | |
[1]Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. See notes 5 and 14 for more information. |
Investments - Equity Method Inc
Investments - Equity Method Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Investment income (loss) | $ (681) | $ 7,230 | $ (5,473) | $ 20,841 | |
Legacy Greenspring investment income (loss) | [1] | (8,966) | 17,890 | (32,927) | 17,890 |
Total equity method income (loss) | (145,615) | 329,174 | (651,299) | 765,533 | |
Carried interest allocations | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total carried interest allocations | (47,047) | 199,094 | (241,699) | 621,842 | |
Legacy Greenspring carried interest allocations | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total carried interest allocations | [1] | $ (88,921) | $ 104,960 | $ (371,200) | $ 104,960 |
[1]Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. See notes 3, 5 and 14 for more information. |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | |
Product Information [Line Items] | |||
Accrued carried interest-related compensation | $ 597,298 | $ 769,988 | |
Legacy Greenspring investments in funds and accrued carried interest allocations | [1] | 888,872 | 1,334,581 |
Legacy Entities | |||
Product Information [Line Items] | |||
Non-controlling interests | [1] | 165,345 | 194,480 |
Non-controlling interest holders | |||
Product Information [Line Items] | |||
Accrued carried interest-related compensation | 597,300 | 770,000 | |
Legacy Greenspring investments in funds and accrued carried interest allocations | $ 723,500 | $ 1,140,100 | |
Revenue Benchmark | Separately Managed Account Concentration Risk | Two Investments | |||
Product Information [Line Items] | |||
Equity method investment, total accrued carried interest allocation percentage | 22% | 25% | |
Revenue Benchmark | Comingled Funds Concentration Risk | Three Investments | |||
Product Information [Line Items] | |||
Equity method investment, total accrued carried interest allocation percentage | 37% | 39% | |
[1]Reflects amounts attributable to consolidated VIEs for which the Company did not acquire any direct economic interests. See notes 5 and 14 for more information. |
Investments - Consolidated Fund
Investments - Consolidated Funds Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investments of consolidated funds | $ 14,312 | $ 0 |
Investments of Consolidated Funds, Percent Of Total Investments | 100% | 0% |
Purchases of investments of Consolidated Funds | $ 9,400 | $ 0 |
Partnership And LLC Interests | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments of consolidated funds | $ 14,312 | $ 0 |
Investments of Consolidated Funds, Percent Of Total Investments | 100% | 0% |
Investments - Consolidated Fu_2
Investments - Consolidated Funds Net Gains (Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Net Realized Gains (Losses) on Investments | $ 0 | $ 0 |
Net Unrealized Gains (Losses) on Investments | 4,895 | 4,895 |
Partnership And LLC Interests | ||
Schedule of Equity Method Investments [Line Items] | ||
Net Realized Gains (Losses) on Investments | 0 | 0 |
Net Unrealized Gains (Losses) on Investments | $ 4,895 | $ 4,895 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | $ 37,473 | $ 28,025 |
Liability classified awards | 3,800 | |
Total liabilities | 41,273 | 28,025 |
Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | 0 | 0 |
Liability classified awards | 0 | |
Total liabilities | 0 | 0 |
Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | 0 | 0 |
Liability classified awards | 0 | |
Total liabilities | 0 | 0 |
Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | 37,473 | 28,025 |
Liability classified awards | 3,800 | |
Total liabilities | $ 41,273 | $ 28,025 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in the Fair Value of Level III Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period: | $ 35,656 | $ 18,851 | $ 28,025 | $ 1,541 |
Additions | 3,500 | 0 | 3,500 | 17,769 |
Change in fair value | 2,289 | 1,624 | 10,249 | 1,624 |
Settlements | (172) | (222) | (501) | (681) |
Balance, end of period: | 41,273 | 20,253 | 41,273 | 20,253 |
Changes in unrealized losses included in earnings related to financial liabilities still held at the reporting date | 5,789 | 1,624 | 13,749 | 1,624 |
Contingent consideration obligations | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period: | 35,656 | 18,851 | 28,025 | 1,541 |
Additions | 0 | 0 | 0 | 17,769 |
Change in fair value | 1,989 | 1,624 | 9,949 | 1,624 |
Settlements | (172) | (222) | (501) | (681) |
Balance, end of period: | 37,473 | 20,253 | 37,473 | 20,253 |
Changes in unrealized losses included in earnings related to financial liabilities still held at the reporting date | 1,989 | 1,624 | 9,949 | 1,624 |
Liability classified awards | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period: | 0 | 0 | 0 | 0 |
Additions | 3,500 | 0 | 3,500 | 0 |
Change in fair value | 300 | 0 | 300 | 0 |
Settlements | 0 | 0 | 0 | 0 |
Balance, end of period: | 3,800 | 0 | 3,800 | 0 |
Changes in unrealized losses included in earnings related to financial liabilities still held at the reporting date | $ 3,800 | $ 0 | $ 3,800 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Sep. 20, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Investments of Consolidated Funds | $ 14,312 | $ 0 | ||
Partnership And LLC Interests | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Investments of Consolidated Funds | $ 14,312 | $ 0 | ||
Greenspring | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration | $ 17,769 | $ 17,800 | ||
Measurement Input, Option Volatility | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Option pricing model inputs | 0.40 | |||
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Option pricing model inputs | 0.24 | |||
Measurement Input, Discount Rate | Minimum | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Business combination, contingent consideration, liability, measurement input | 8 | |||
Measurement Input, Discount Rate | Maximum | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Business combination, contingent consideration, liability, measurement input | 10 |
Intangibles and Goodwill - Sche
Intangibles and Goodwill - Schedule of Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (92,674) | $ (60,063) |
Intangibles, net | 365,515 | 398,126 |
Management contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 352,002 | 352,002 |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 96,650 | 96,650 |
Service agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 9,537 | $ 9,537 |
Intangibles and Goodwill - Narr
Intangibles and Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization of intangible assets | $ 10,900,000 | $ 11,000,000 | $ 32,600,000 | $ 13,400,000 | |
Goodwill | 580,542,000 | 580,542,000 | $ 580,542,000 | ||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 |
Intangibles and Goodwill - Sc_2
Intangibles and Goodwill - Schedule of Intangible Assets Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of FY2023 | $ 10,871 | |
FY2024 | 42,645 | |
FY2025 | 41,955 | |
FY2026 | 41,764 | |
FY2027 | 41,730 | |
Thereafter | 186,550 | |
Intangibles, net | $ 365,515 | $ 398,126 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Debt obligations outstanding | $ 83,233,000 | $ 62,879,000 | |
Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Letters of credit outstanding | 7,800,000 | ||
Revolving credit facility | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 225,000,000 | ||
Term | 5 years | ||
Debt obligations outstanding | $ 83,200,000 | ||
Base interest rate | 1% | ||
Interest rate in effect | 6.42% | ||
Spread on base commitment fee percentage if utilization greater than 50% | 0.25% | ||
Spread on base commitment fee percentage if utilization less than 50% | 0.35% | ||
Revolving credit facility | Credit Agreement | New York Federal Reserve Bank Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 0.50% | ||
Revolving credit facility | Credit Agreement | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 1% | ||
Revolving credit facility | Credit Agreement | LIBOR Rate Multiplied By Statutory Reserve Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2% | ||
Revolving credit facility | Credit Agreement | EURIBOR Rate Multiplied By Statutory Reserve Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2% | ||
Revolving credit facility | Credit Agreement | Sterling Overnight Index Average | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2.03% | ||
Revolving credit facility | Credit Agreement | Swiss Average Rate Overnight | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2% | ||
Revolving credit facility | Credit Agreement | AUD Screen Rate Multiplied By Statutory Reserve Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2.20% | ||
Letters of credit | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 |
Debt Obligations (Details)
Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Debt Disclosure [Abstract] | ||
Revolver | $ 85,000 | $ 65,000 |
Less: Debt issuance costs | (1,767) | (2,121) |
Total debt obligations | $ 83,233 | $ 62,879 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Mar. 31, 2022 shares | Sep. 18, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized non-cash compensation, period of recognition | 3 years 3 months 18 days | ||||||
Liability based awards, expense | $ | $ 8,108,000 | $ 3,407,000 | $ 15,605,000 | $ 10,363,000 | |||
Class B2 units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Conversion basis | 1 | ||||||
Outstanding (in shares) | 2,566,566 | 2,566,566 | |||||
Forfeited (in shares) | 0 | ||||||
Unvested awards (in shares) | 898,298 | 898,298 | |||||
Vested (in shares) | 1,668,268 | 1,668,268 | |||||
Unrecognized non-cash compensation | $ | $ 35,000,000 | $ 35,000,000 | |||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
New partnership interests, fair value | $ | $ 6,100,000 | ||||||
Vesting period | 6 years | ||||||
Forfeited (in shares) | 34,073 | ||||||
Unvested awards (in shares) | 1,471,982 | 1,471,982 | 2,087,324 | 2,500,000 | |||
Liability classified awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Liability based awards, expense | $ | $ 3,800,000 | $ 3,800,000 | |||||
Liability classified awards, settlement | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Equity-Based Compensation - Unv
Equity-Based Compensation - Unvested RSUs (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 2,087,324 |
Granted (in shares) | shares | 16,429 |
Vested (in shares) | shares | (597,698) |
Forfeited (in shares) | shares | (34,073) |
Ending balance (in shares) | shares | 1,471,982 |
Weighted-Average Grant-Date Fair Value Per RSU | |
Beginning balance (in dollars per share) | $ / shares | $ 20.40 |
Granted (in dollars per share) | $ / shares | 28.91 |
Vested (in dollars per share) | $ / shares | (18.49) |
Forfeited (in dollars per share) | $ / shares | (21.89) |
Ending balance (in dollars per share) | $ / shares | $ 21.36 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Increase in deferred tax assets | $ 4,800,000 | ||||
Increase (decrease) in valuation allowance | (300,000) | ||||
Increase in due to related parties, tax receivable agreements | $ 6,100,000 | ||||
Payments to related parties under Tax Receivable Agreements | $ 1,100,000 | $ 100,000 | $ 5,973,000 | $ 713,000 | |
Due to related parties, tax receivable agreements | $ 199,700,000 | $ 199,700,000 | |||
Effective tax rate | 5.10% | 11.10% | 6.30% | 4% | |
Benefit from release of valuation allowance | $ 25,300,000 | ||||
Unrecognized tax benefits | $ 0 | $ 0 | |||
Changes to uncertain tax positions | $ 0 | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||
Net income (loss) attributable to StepStone Group Inc. – Basic | $ (6,938) | $ 48,346 | $ (47,199) | $ 152,070 |
Net income (loss) attributable to StepStone Group Inc. – Diluted | $ (6,938) | $ 51,163 | $ (47,199) | $ 161,580 |
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding – Basic (in shares) | 62,192,899 | 57,875,758 | 61,583,215 | 46,247,353 |
Weighted-average shares of Class A common stock outstanding - Diluted (in shares) | 62,192,899 | 61,483,233 | 61,583,215 | 50,118,482 |
Net income (loss) per share of Class A common stock: | ||||
Basic (in dollars per share) | $ (0.11) | $ 0.84 | $ (0.77) | $ 3.29 |
Diluted (in dollars per share) | $ (0.11) | $ 0.83 | $ (0.77) | $ 3.22 |
Restricted Stock Units (RSUs) | ||||
Numerator: | ||||
Incremental income from assumed vesting and exchange of restricted share units and Class B units | $ 0 | $ 886 | $ 0 | $ 3,435 |
Denominator: | ||||
Assumed vesting of RSUs and exchange of Class B2 units (in shares) | 0 | 1,125,798 | 0 | 1,390,538 |
Class B2 units | ||||
Numerator: | ||||
Incremental income from assumed vesting and exchange of restricted share units and Class B units | $ 0 | $ 1,931 | $ 0 | $ 6,075 |
Denominator: | ||||
Assumed vesting of RSUs and exchange of Class B2 units (in shares) | 0 | 2,481,677 | 0 | 2,480,591 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,471,982 | 1,471,982 | ||
Class B2 units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,566,566 | 2,566,566 | ||
Common Class B Member, Issuable In Connection With Vesting Of Class B2 Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,418 | 23,418 | ||
Class B units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock, shares outstanding (in shares) | 46,420,141 | 46,420,141 | 47,149,673 | 47,499,673 |
Class C Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock, shares outstanding (in shares) | 2,514,085 | 2,514,085 | 2,928,824 |
Related Party Disclosures - Nar
Related Party Disclosures - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Management and advisory fees, net | StepStone Funds | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 88.4 | $ 69.2 | $ 245.9 | $ 165.7 |
Carried interest allocations | StepStone Funds | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | (47) | 199.1 | (241.7) | 621.8 |
Carried interest allocation revenues, no economic interest | StepStone Funds | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | (88.9) | 105 | (371.2) | 105 |
Tax Receivable Agreement | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Expenses to related parties | $ 1.1 | $ 0.1 | $ 6 | $ 0.7 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Related Party Transaction [Line Items] | ||
Due from affiliates | $ 35,749 | $ 19,369 |
Due to affiliates | 201,352 | 199,355 |
Legacy Funds | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 13,380 | 0 |
Due to affiliates | 199,740 | 197,204 |
StepStone Funds | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 20,162 | 19,027 |
Due to affiliates | 71 | 198 |
Affiliated entities | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 2,207 | 342 |
Due to affiliates | $ 1,541 | $ 1,953 |
Stockholders' Equity and Rede_3
Stockholders' Equity and Redeemable Interests - Narrative (Details) | 1 Months Ended | 9 Months Ended | |||
Nov. 03, 2022 $ / shares | Dec. 31, 2022 classOfStock $ / shares shares | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Dec. 31, 2022 classOfStock $ / shares shares | |
Equity [Abstract] | |||||
Number of classes of common stock outstanding | classOfStock | 2 | 2 | |||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Subsidiary, Sale of Stock [Line Items] | |||||
Dividend (in dollars per share) | $ / shares | $ 0.20 | ||||
Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares issued (in shares) | 296,756 | ||||
Class A Common Stock | Exchange One | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares issued (in shares) | 414,739 | ||||
Class A Common Stock | Exchange Two | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares issued (in shares) | 175,000 | ||||
Class A Common Stock | Exchange Three | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares issued (in shares) | 257,776 | ||||
Class B Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares exchanged (in shares) | 296,756 | ||||
Class B Common Stock | Exchange Two | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares exchanged (in shares) | 175,000 | ||||
Class B Common Stock | Exchange Three | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares exchanged (in shares) | 257,776 | ||||
Class C Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion basis | 1 | ||||
Class C Common Stock | Exchange One | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share exchange, shares exchanged (in shares) | 414,739 |
Stockholders' Equity and Rede_4
Stockholders' Equity and Redeemable Interests - Shares of Stock Outstanding (Details) | 9 Months Ended |
Dec. 31, 2022 shares | |
Class A Common Stock | |
Schedule of Common Stock Outstanding [Roll Forward] | |
Common stock, shares outstanding, beginning balance (in shares) | 61,141,306 |
Class A common stock issued for vesting of RSUs, net of shares withheld for employee taxes (in shares) | 487,345 |
Common stock, shares outstanding, ending balance (in shares) | 62,772,922 |
Class A Common Stock | Class B Partnership Unit | |
Schedule of Common Stock Outstanding [Roll Forward] | |
Class A common stock issued in exchange for Class B and Class C partnership units (in shares) | 729,532 |
Class A Common Stock | Class C Partnership Unit | |
Schedule of Common Stock Outstanding [Roll Forward] | |
Class A common stock issued in exchange for Class B and Class C partnership units (in shares) | 414,739 |
Class B Common Stock | |
Schedule of Common Stock Outstanding [Roll Forward] | |
Common stock, shares outstanding, beginning balance (in shares) | 47,149,673 |
Class A common stock issued for vesting of RSUs, net of shares withheld for employee taxes (in shares) | 0 |
Common stock, shares outstanding, ending balance (in shares) | 46,420,141 |
Class B Common Stock | Class B Partnership Unit | |
Schedule of Common Stock Outstanding [Roll Forward] | |
Class A common stock issued in exchange for Class B and Class C partnership units (in shares) | (729,532) |
Class B Common Stock | Class C Partnership Unit | |
Schedule of Common Stock Outstanding [Roll Forward] | |
Class A common stock issued in exchange for Class B and Class C partnership units (in shares) | 0 |
Stockholder's Equity and Redeem
Stockholder's Equity and Redeemable Interests - Noncontrolling Interests In Consolidated Funds (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | $ 0 | $ 0 | ||
Contributions | 4,575 | 4,575 | ||
Net income | 391 | $ 0 | 391 | $ 0 |
Ending balance | $ 4,966 | $ 4,966 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | Sep. 18, 2020 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 580,542 | $ 580,542 | ||||
Restricted Stock Units (RSUs) | ||||||
Business Acquisition [Line Items] | ||||||
Unvested awards (in shares) | 1,471,982 | 2,087,324 | 2,500,000 | |||
Greenspring | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage acquired | 100% | |||||
Cash consideration, net of working capital adjustment | $ 185,000 | |||||
Earn-out (up to) | 75,000 | |||||
Acquisition-related costs | $ 13,800 | |||||
Goodwill | 573,750 | |||||
Revenue since acquisition date | $ 127,000 | |||||
Earnings since acquisition date | $ 28,000 | |||||
Greenspring | Contractual rights | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets | $ 320,500 | |||||
Weighted-average amortization period | 10 years | |||||
Greenspring | Client relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets | $ 96,650 | |||||
Greenspring | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued for acquisition (in shares) | 12,686,756 | |||||
Greenspring | Class C Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued for acquisition (in shares) | 3,071,519 |
Business Combinations - Aggrega
Business Combinations - Aggregate Purchase Price (Details) - Greenspring - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 20, 2021 | Sep. 30, 2021 | |
Acquisition date fair value of consideration transferred: | ||
Cash consideration | $ 186,577 | |
Contingent consideration | 17,769 | $ 17,800 |
Total purchase price | 898,183 | |
Class A common stock | ||
Acquisition date fair value of consideration transferred: | ||
Common stock and units | 558,598 | |
Class C Common Stock | ||
Acquisition date fair value of consideration transferred: | ||
Common stock and units | $ 135,239 |
Business Combinations - Estimat
Business Combinations - Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Sep. 20, 2021 |
Estimated fair value of assets acquired and liabilities assumed: | |||
Goodwill | $ 580,542 | $ 580,542 | |
Greenspring | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Cash and short-term receivables | $ 5,725 | ||
Legacy Greenspring investments in funds and accrued carried interest allocations | 1,203,299 | ||
Lease right-of-use assets, net | 2,585 | ||
Other assets and receivables | 2,146 | ||
Goodwill | 573,750 | ||
Deferred income taxes | (95,884) | ||
Accrued expenses and other liabilities | (4,685) | ||
Legacy Greenspring accrued carried interest-related compensation | (1,045,157) | ||
Lease liabilities | (2,585) | ||
Non-controlling interests in legacy Greenspring entities | (158,142) | ||
Total | 898,183 | ||
Greenspring | Contractual rights: management contracts | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Finite-lived intangible assets | 310,944 | ||
Greenspring | Client relationships | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Finite-lived intangible assets | 96,650 | ||
Greenspring | Contractual rights: service agreements | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Finite-lived intangible assets | $ 9,537 |
Business Combinations - Pro For
Business Combinations - Pro Forma Effect (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 410,465 | $ 1,505,300 |
Net income attributable to StepStone Group Inc. | $ 48,346 | $ 134,181 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2022 USD ($) city | Dec. 31, 2021 USD ($) | Mar. 31, 2022 USD ($) | |
Other Commitments [Line Items] | |||
Number of cities for leased offices | city | 25 | ||
Gain on remeasurement of lease liabilities | $ 2,709 | $ 0 | |
Unfunded capital commitments | 87,000 | $ 68,200 | |
Carried interest, contingent repayment obligations | 260,700 | ||
Legacy Funds | |||
Other Commitments [Line Items] | |||
Unfunded capital commitments | $ 51,700 | $ 40,500 |
Commitment and Contingencies _2
Commitment and Contingencies - Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 3,481 | $ 2,855 | $ 6,893 | $ 8,215 |
Variable lease cost | 236 | 230 | 733 | 699 |
Sublease income | (414) | (416) | (1,203) | (1,272) |
Total lease cost | $ 3,303 | $ 2,669 | 6,423 | 7,642 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows used for operating leases | $ 7,448 | $ 7,343 | ||
Weighted-average remaining lease term for operating leases | 12 years 2 months 12 days | 7 years 9 months 18 days | 12 years 2 months 12 days | 7 years 9 months 18 days |
Weighted-average discount rate for operating leases | 4.50% | 2.70% | 4.50% | 2.70% |
Commitment and Contingencies _3
Commitment and Contingencies - Operating Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remained of FY2023 | $ 3,280 | |
FY2024 | 12,894 | |
FY2025 | 14,168 | |
FY2026 | 15,134 | |
FY2027 | 14,319 | |
Thereafter | 108,586 | |
Total lease liabilities | 168,381 | |
Less: Imputed interest | (44,063) | |
Total operating lease liabilities | $ 124,318 | $ 70,965 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 09, 2023 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Dividends payable (in dollars per share) | $ 0.20 |