UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended ~~June 30, 2020~~March 31, 2021
			or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to ________

Commission File Number: 001-33805

SCULPTOR CAPITAL MANAGEMENT, INC.

(Exact name of Registrant as specified in its charter)


Delaware						26-0354783
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

9 West 57th Street, New York, New York 10019

(Address of principal executive offices)

(212) 790-0000

(Registrant’s telephone number, including area code)

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Shares

SCU

New York Stock Exchange

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

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

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

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

☐

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

As of ~~July 31, 2020,~~May 3, 2021, there were ~~22,415,766~~24,854,188 Class A Shares and ~~32,820,414~~32,887,882 Class B Shares outstanding.

SCULPTOR CAPITAL MANAGEMENT, INC.

TABLE OF CONTENTS

Page

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Consolidated Balance Sheets as of ~~June~~Ma rch 3 01 , ~~2020~~ 202 1 and December 31, ~~2019~~20 20

Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020

Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and~~ ~~Six~~Months Ended ~~June~~March 3 01 , ~~2020~~202 1 and ~~2019~~20 20

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three ~~and~~ ~~Six~~Months Ended ~~Jun~~eMarch 3 01 , ~~2020~~202 1 and ~~2019~~20 20

Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June~~March 3 01 , ~~2020~~202 1 and ~~2019~~20 20

911

Notes to Consolidated Financial Statements

1113

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

4037

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

7671

Item 4.

Controls and Procedures

7873

PART II — OTHER INFORMATION

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

8075

Item 3.

Defaults upon Senior Securities

8075

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

Defined Terms


2007 Offerings						Refers collectively to our IPO and the concurrent private offering of approximately 38.1 million Class A Shares to DIC Sahir Limited, a wholly owned indirect subsidiary of Dubai Holdings LLC

active executive managing directors						Executive managing directors who remain active in our business

Annual Report						Our annual report on Form 10-K for the year ended December 31, ~~2019, as amended,~~2020, dated February ~~25, 2020~~23, 2021 and filed with the SEC



Class A Shares						Our Class A Shares, representing Class A common stock of Sculptor Capital Management, Inc., which are publicly traded and listed on the NYSE

Class B Shares						Class B Shares of Sculptor Capital Management, Inc., which are not publicly traded, are currently held solely by our executive managing directors and have no economic rights but entitle the holders thereof to one vote per share together with the holders of our Class A Shares

CLOs						Collateralized loan obligations

the Company, Sculptor Capital, the firm, we, us, our						Refers, unless the context requires otherwise, to the Registrant and its consolidated subsidiaries, including the Sculptor Operating Group

Distribution Holiday						The Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”) on the Group A Units, Group D Units, Group E Units and Group P Units and on certain RSUs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income is realized and (y) April 1, 2026. Holders of Group A Units, Group D Units, Group E Units and Group P Units and certain RSUs, do not receive distributions during the Distribution Holiday

Distribution Holiday Economic Income						Distribution Holiday Economic Income is the cumulative amount of Economic Income earned since October 1, 2018, less any dividends paid to Class A Shareholders or on the now-retired Preferred Units. Distribution Holiday Economic Income is a non-GAAP measure that is defined in the agreements of limited partnership of the Sculptor Operating Partnerships and is being presented to provide an update on the progress made toward the $600.0 million target required to exit the Distribution Holiday.

Exchange Act						Securities Exchange Act of 1934, as amended

executive managing directors						The current executive managing directors of the Company, and, except where the context requires otherwise, also includes certain executive managing directors who are no longer active in our business

funds						The multi-strategy funds, dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds and other alternative investment vehicles for which we provide asset management services

GAAP						U.S. generally accepted accounting principles

Group A Units						Refers collectively to one Class A operating group unit in each of the Sculptor Operating Partnerships. Group A Units are limited partner interests held by our executive managing directors


Group A-1 Units						Refers collectively to one Class A-1 operating group unit in each of the Sculptor Operating Partnerships. Group A-1 Units are limited partner interests held by our executive managing directors

Group B Units						Refers collectively to one Class B operating group unit in each of the Sculptor Operating Partnerships. Group B Units are limited partner interests held by Sculptor Corp

~~Group D Units~~						~~Refers collectively to one Class D operating group unit in each of the Sculptor Operating Partnerships. Group D Units are limited partner interests held by our executive managing directors~~

Group E Units						Refers collectively to one Class E operating group unit in each of the Sculptor Operating Partnerships. Group E Units are limited partner interests held by our executive managing directors

Group P Units

Refers collectively to one Class P operating group unit in each of the Sculptor Operating Partnerships. Group P Units are limited partner interests held by our executive managing directors

Institutional Credit Strategies

Our asset management platform that invests in performing credits, including leveraged loans, high-yield bonds, private credit/bespoke financing and investment grade credit via CLOs, aircraft ~~securitizations,~~securitization vehicles, collateralized bond obligations, and other customized solutions

IPO

Our initial public offering of 3.6 million Class A Shares that occurred in November 2007

NYSE

New York Stock Exchange

Partner Equity Units

Refers collectively to the Group A Units, Group E Units and Group P Units

Preferred Units

One Class A cumulative preferred unit in each of the Sculptor Operating Partnerships collectively represents one “Preferred Unit.” Certain of our executive managing directors collectively ~~own~~owned 100% of the Preferred Units. Preferred Units issued in 2016 and 2017 are, collectively, referred to as “2016 Preferred Units.” Preferred Units issued in 2019 are referred to as “2019 Preferred Units.” We redeemed in full the Preferred Units in the fourth quarter of 2020, and as of March 31, 2021 there were no Preferred Units outstanding.

PSUs

Class A performance-based RSUs

Recapitalization

Refers to the recapitalization of our business that occurred in February 2019. As part of the Recapitalization, a portion of the interests held by our active and former executive managing directors were reallocated to existing members of senior management. In addition, we restructured the previously outstanding senior debt and Preferred Units

Registrant

Sculptor Capital Management, Inc., a Delaware corporation

RSUs

Class A restricted share units

Sculptor Corp

Sculptor Capital Holding Corporation, a Delaware corporation

Sculptor Operating Group

Refers collectively to the Sculptor Operating Partnerships and their consolidated subsidiaries

Sculptor Operating Group Units

Refers collectively to Sculptor Operating Group A, B, D, E, and P Units

Sculptor Operating Partnerships

Refers collectively to Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP

SEC

U.S. Securities and Exchange Commission


Securities Act						Securities Act of 1933, as amended

Special Investments						Investments that we, as investment manager, believe lack a readily ascertainable market value, are illiquid or should be held until the resolution of a special event or circumstance

Available Information

We file annual, quarterly and current reports, proxy statements and other information required by the Exchange Act with the SEC. We make available free of charge on our website (www.sculptor.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those filings as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also use our website to distribute company information, including assets under management by investment strategy, and such information may be deemed material. Accordingly, investors should monitor our website, in addition to our press releases, SEC filings and public conference calls and webcast. The contents of our website are not, however, a part of this report.

Also posted on our website in the “Investor Relations—Corporate Governance” section are charters for our Audit Committee; Compensation Committee; Nominating, Corporate Governance and Conflicts Committee and Corporate Responsibility and Compliance Committee, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics governing our directors, officers and employees. Information on, or accessible through, our website is not a part of, and is not incorporated into, this report or any other SEC filing. Copies of our SEC filings or corporate governance materials are available without charge upon written request to Sculptor Capital Management, Inc., 9 West 57th Street, New York, New York 10019, Attention: Office of the Secretary. Any materials we file with the SEC are also publicly available through the SEC’s website (www.sec.gov).

No statements herein, available on our website or in any of the materials we file with the SEC constitute, or should be viewed as constituting, an offer of any fund.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that reflect our current views with respect to, among other things, future events, our operations and our financial performance. We generally identify forward-looking statements by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,��” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words.

Any forward-looking statements contained herein are based upon historical information and on our current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved.

We caution that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including but not limited to the following: global economic, business, market and geopolitical conditions, including the impact of public health crises, such as the ongoing COVID-19 pandemic; United States (“U.S.”) and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy; the outcome of third-party litigation involving us; the consequences of the Foreign Corrupt Practices Act settlements with the SEC and the U.S. Department of Justice (the “DOJ”) and any claims arising therefrom; whether the Company realizes all or any of the anticipated benefits from the Recapitalization and other related transactions; whether the Recapitalization and other related transactions result in any increased or unforeseen costs, indemnification obligations or have an impact on our ability to retain or compete for professional talent or investor capital; conditions impacting the alternative asset management industry; our ability to retain existing investor capital; our ability to successfully compete for fund investors, assets, professional talent and investment opportunities; our ability to retain our active executive managing directors, managing directors and other investment professionals; our successful formulation and execution of our business and growth strategies; our ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to our business; the anticipated benefits of changing the Registrant’s tax classification from a partnership to a corporation and subsequently converting from a limited liability company to a corporation; and assumptions relating to our operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity.

If one or more of these or other risks or uncertainties materialize, or if our assumptions or estimates prove to be incorrect, our actual results may vary materially from those indicated in these statements. These factors are not and should not be

construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in our

filings with the SEC, including but not limited to our Annual ~~Report and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.~~Report.

There may be additional risks, uncertainties and factors that we do not currently view as material or that are not known. The forward-looking statements contained in this report are made only as of the date of this report. We do not undertake to update any forward-looking statement because of new information, future developments or otherwise.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED BALANCE SHEETS — UNAUDITED

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

June 30, 2020 December 31, 2019
(dollars in thousands)
Assets
Cash and cash equivalents $ 127,702 $ 240,938
Restricted cash 4,538 4,501
Investments (includes assets measured at fair value of $385,276 and $329,435, including assets sold under agreements to repurchase of $96,505 and $98,085 as of June 30, 2020 and December 31, 2019, respectively) 471,344 411,426
Income and fees receivable 73,104 215,395
Due from related parties 20,435 15,355
Deferred income tax assets 341,283 310,557
Operating lease assets 110,374 115,810
Other assets, net 76,523 82,608
Assets of consolidated funds:
Other assets of consolidated funds 650 649
Total Assets $ 1,225,953 $ 1,397,239
Liabilities and Shareholders’ Equity
Liabilities
Compensation payable $ 45,197 $ 187,180
Unearned incentive income 64,607 60,798
Due to related parties 194,518 211,915
Operating lease liabilities 120,990 128,043
Debt obligations 256,341 286,728
Securities sold under agreements to repurchase 97,670 97,508
Other liabilities 169,824 59,217
Liabilities of consolidated funds:
Other liabilities of consolidated funds 408 389
Total Liabilities 949,555 1,031,778
Commitments and Contingencies (Note 18)
Redeemable Noncontrolling Interests (Note 4) 153,313 150,000
Shareholders’ Equity
Class A Shares, par value $0.01 per share, 100,000,000 and 100,000,000 shares authorized, 22,311,432 and 21,284,945 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 223 213
Class B Shares, par value $0.01 per share, 75,000,000 and 75,000,000 shares authorized, 32,820,414 and 29,208,952 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 328 292
Additional paid-in capital 142,288 117,936
Accumulated deficit (406,440) (343,759)
Shareholders’ deficit attributable to Class A Shareholders (263,601) (225,318)
Shareholders’ equity attributable to noncontrolling interests 386,686 440,779
Total Shareholders’ Equity 123,085 215,461
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity $ 1,225,953 $ 1,397,239

~~See notes to consolidated financial statements.~~

~~SCULPTOR CAPITAL MANAGEMENT, INC.~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED~~

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Revenues
Management fees $ 60,383 $ 61,400 $ 127,336 $ 125,023
Incentive income 38,238 34,757 47,560 87,955
Other revenues 2,424 5,043 5,377 8,812
Income of consolidated funds 32 2,308 32 4,912
Total Revenues 101,077 103,508 180,305 226,702

Expenses
Compensation and benefits 65,290 80,709 132,709 166,424
Interest expense 4,674 6,523 10,456 12,731
General, administrative and other 142,615 28,427 177,321 66,215
Expenses of consolidated funds 19 84 19 139
Total Expenses 212,598 115,743 320,505 245,509

Other Income (Loss)
Changes in tax receivable agreement liability — 5,362 278 5,362
Net losses on early retirement of debt (170) (595) (693) (6,053)
Net gains (losses) on investments 29,178 3,148 (4,891) 5,837
Net gains of consolidated funds — 482 — 4,228
Total Other Income (Loss) 29,008 8,397 (5,306) 9,374

Loss Before Income Taxes (82,513) (3,838) (145,506) (9,433)
Income taxes (17,400) 10,134 (27,368) 13,520
Consolidated and Comprehensive Net Loss (65,113) (13,972) (118,138) (22,953)
Less: Net loss attributable to noncontrolling interests 41,860 7,984 67,945 15,218
Less: Net income attributable to redeemable noncontrolling interests — (2,637) — (8,171)
Net Loss Attributable to Sculptor Capital Management, Inc. (23,253) (8,625) (50,193) (15,906)
Change in redemption value of Preferred Units (1,986) — (3,313) 44,364
Net (Loss) Income Attributable to Class A Shareholders $ (25,239) $ (8,625) $ (53,506) $ 28,458
(Loss) Earnings per Class A Share
(Loss) Earnings per Class A Share - basic $ (1.12) $ (0.42) $ (2.38) $ 1.38
(Loss) Earnings per Class A Share - diluted $ (1.77) $ (0.46) $ (3.04) $ 1.10
Weighted-average Class A Shares outstanding - basic 22,590,084 20,722,510 22,447,399 20,599,616
Weighted-average Class A Shares outstanding - diluted 38,609,590 36,714,012 38,464,470 25,942,105


	March 31, 2021		December 31, 2020
	(dollars in thousands)
Assets
Cash and cash equivalents	$	198,039	$	183,815
Restricted cash	3,219		3,162
Investments (includes assets measured at fair value of $307,778 and $309,805, including assets sold under agreements to repurchase of $118,926 and $123,616 as of March 31, 2021 and December 31, 2020, respectively)	432,526		414,974
Income and fees receivable	82,298		539,623
Due from related parties	16,936		14,086
Deferred income tax assets	244,012		240,288
Operating lease assets	104,408		104,729
Other assets, net	80,013		82,500
Assets of consolidated funds:

Other assets of consolidated funds	3		0
Total Assets	$	1,161,454	$	1,583,177
Liabilities and Shareholders’ Equity
Liabilities
Compensation payable	$	39,355	$	234,006
Unearned income and fees	57,470		61,880
Due to related parties	184,580		202,225
Operating lease liabilities	114,604		115,237
Debt obligations	185,793		334,972
Warrant liabilities, at fair value	62,771		37,827
Securities sold under agreements to repurchase	117,780		122,638
Other liabilities	32,152		39,512
Liabilities of consolidated funds:
Other liabilities of consolidated funds	2		0
Total Liabilities	794,507		1,148,297
Commitments and Contingencies (Note 16)	0		0

Shareholders’ Equity
Class A Shares, par value $0.01 per share, 100,000,000 and 100,000,000 shares authorized, 23,899,777 and 22,903,571 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	239		229
Class B Shares, par value $0.01 per share, 75,000,000 and 75,000,000 shares authorized, 32,887,883 and 32,824,538 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	329		328
Additional paid-in capital	185,961		166,917
Accumulated deficit	(255,522)		(178,674)
Accumulated other comprehensive income	350		732
Shareholders’ deficit attributable to Class A Shareholders	(68,643)		(10,468)
Shareholders’ equity attributable to noncontrolling interests	435,590		445,348
Total Shareholders’ Equity	366,947		434,880
Total Liabilities and Shareholders’ Equity	$	1,161,454	$	1,583,177

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED


	Three Months Ended March 31,
		2021		2020
		(dollars in thousands)
Revenues
Management fees		$	73,961	$	66,953
Incentive income		47,804		9,322
Other revenues		1,581		2,953
Income of consolidated funds		3		0
Total Revenues		123,349		79,228

Expenses
Compensation and benefits		89,234		67,419
Interest expense		4,868		5,782
General, administrative and other		27,376		34,706
Expenses of consolidated funds		2		0
Total Expenses		121,480		107,907

Other Loss
Changes in fair value of warrant liabilities		(24,944)		0
Changes in tax receivable agreement liability		580		278
Net losses on retirement of debt		(23,673)		(523)
Net gains (losses) on investments		5,362		(34,069)

Total Other Loss		(42,675)		(34,314)

Loss Before Income Taxes		(40,806)		(62,993)
Income taxes		(1,715)		(9,968)
Consolidated Net Loss		(39,091)		(53,025)
Less: Net loss attributable to noncontrolling interests		18,798		26,085

Net Loss Attributable to Sculptor Capital Management, Inc.		(20,293)		(26,940)
Change in redemption value of Preferred Units		0		(1,327)
Net Loss Attributable to Class A Shareholders		$	(20,293)	$	(28,267)

Loss per Class A Share
Loss per Class A Share - basic		$	(0.85)	$	(1.27)
Loss per Class A Share - diluted		$	(0.99)	$	(1.27)
Weighted-average Class A Shares outstanding - basic		23,853,428		22,304,713
Weighted-average Class A Shares outstanding - diluted		39,872,934		38,319,348

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED


	Three Months Ended March 31,
		2021		2020
		(dollars in thousands)
Consolidated net loss		$	(39,091)	$	(53,025)
Other Comprehensive Loss, Net of Tax
Other comprehensive loss - currency translation adjustment		(868)		0
Comprehensive Loss		(39,959)		(53,025)
Less: Comprehensive loss attributable to noncontrolling interests		19,284		26,085


Comprehensive Loss Attributable to Sculptor Capital Management, Inc.		$	(20,675)	$	(26,940)

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) — UNAUDITED


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(dollars in thousands)													(dollars in thousands)
Number of Class A Shares	Number of Class A Shares									Number of Class A Shares
Beginning balance	Beginning balance	21,946,639		20,484,430		21,284,945		19,905,126		Beginning balance	22,903,571		21,284,945
Equity-based compensation	Equity-based compensation	364,793		147,320		1,026,487		726,624		Equity-based compensation	996,206		661,694
Ending Balance	Ending Balance	22,311,432		20,631,750		22,311,432		20,631,750		Ending Balance	23,899,777		21,946,639

Number of Class B Shares	Number of Class B Shares									Number of Class B Shares
Beginning balance	Beginning balance	32,845,414		29,208,952		29,208,952		29,458,948		Beginning balance	32,824,538		29,208,952
Equity-based compensation	Equity-based compensation	(25,000)		—		3,611,462		(249,996)		Equity-based compensation	63,345		3,636,462

Ending Balance	Ending Balance	32,820,414		29,208,952		32,820,414		29,208,952		Ending Balance	32,887,883		32,845,414

Class A Shares Par Value	Class A Shares Par Value									Class A Shares Par Value
Beginning balance	Beginning balance	$	219	$	—	$	213	$	—	Beginning balance	$	229	$	213
Equity-based compensation	Equity-based compensation	4		1		10		1		Equity-based compensation	10		6
Reclassification upon corporate conversion		—		205		—		205

Ending Balance	Ending Balance	$	223	$	206	$	223	$	206	Ending Balance	$	239	$	219

Class B Shares Par Value	Class B Shares Par Value									Class B Shares Par Value
Beginning balance	Beginning balance	$	328	$	—	$	292	$	—	Beginning balance	$	328	$	292
Equity-based compensation	Equity-based compensation	—		—		36		—		Equity-based compensation	1		36
Reclassification upon corporate conversion		—		292		—		292

Ending Balance	Ending Balance	$	328	$	292	$	328	$	292	Ending Balance	$	329	$	328

Additional Paid-in Capital	Additional Paid-in Capital									Additional Paid-in Capital
Beginning balance	Beginning balance	$	130,968	$	3,235,728	$	117,936	$	3,135,841	Beginning balance	$	166,917	$	117,936
Dividend equivalents on Class A restricted share units	Dividend equivalents on Class A restricted share units	—		(61)		875		478		Dividend equivalents on Class A restricted share units	590		875
Equity-based compensation, net of taxes	Equity-based compensation, net of taxes	13,306		20,618		26,790		40,318		Equity-based compensation, net of taxes	18,454		13,484
Reclassification upon corporate conversion		—		(3,235,728)		—		(3,235,728)
Impact of changes in Sculptor Operating Group ownership		—		—		—		(124)
Reallocation of equity and income tax effects of Recapitalization		—		—		—		35,408
Amendment to tax receivable agreement		—		50,318		—		50,318

Change in redemption value of Preferred Units	Change in redemption value of Preferred Units	(1,986)		—		(3,313)		44,364		Change in redemption value of Preferred Units	0		(1,327)
Ending Balance	Ending Balance	$	142,288	$	70,875	$	142,288	$	70,875	Ending Balance	$	185,961	$	130,968

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) — UNAUDITED — (continued)


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(dollars in thousands)													(dollars in thousands)
Accumulated Deficit	Accumulated Deficit									Accumulated Deficit
Beginning balance	Beginning balance	$	(383,187)	$	(3,577,250)	$	(343,759)	$	(3,564,727)	Beginning balance	$	(178,674)	$	(343,759)

Cash dividends declared on Class A Shares	Cash dividends declared on Class A Shares	—		(7,621)		(11,613)		(12,324)		Cash dividends declared on Class A Shares	(55,965)		(11,613)
Dividend equivalents on Class A restricted share units	Dividend equivalents on Class A restricted share units	—		61		(875)		(478)		Dividend equivalents on Class A restricted share units	(590)		(875)
Reclassification upon corporate conversion		—		3,235,231		—		3,235,231
Comprehensive net loss, excluding amounts attributable to redeemable noncontrolling interests		(23,253)		(8,625)		(50,193)		(15,906)

Consolidated net loss										Consolidated net loss	(20,293)		(26,940)
Ending Balance										Ending Balance	$	(255,522)	$	(383,187)

Accumulated Other Comprehensive Income										Accumulated Other Comprehensive Income
Beginning balance										Beginning balance	$	732	$	0
Currency translation adjustment										Currency translation adjustment	(382)		0
Ending Balance	Ending Balance	$	(406,440)	$	(358,204)	$	(406,440)	$	(358,204)	Ending Balance	$	350	$	0
Shareholders’ Deficit Attributable to Class A Shareholders	Shareholders’ Deficit Attributable to Class A Shareholders	$	(263,601)	$	(286,831)	$	(263,601)	$	(286,831)	Shareholders’ Deficit Attributable to Class A Shareholders	$	(68,643)	$	(251,672)

Shareholders’ Equity Attributable to Noncontrolling Interests	Shareholders’ Equity Attributable to Noncontrolling Interests									Shareholders’ Equity Attributable to Noncontrolling Interests
Beginning balance	Beginning balance	$	425,768	$	444,837	$	440,779	$	419,431	Beginning balance	$	445,348	$	440,779

Currency translation adjustment										Currency translation adjustment	(486)		0
Capital contributions	Capital contributions	2,059		191		3,549		618		Capital contributions	468		1,490
Capital distributions	Capital distributions	(2,962)		(342)		(3,248)		(627)		Capital distributions	(1,016)		(286)
Equity-based compensation, net of taxes	Equity-based compensation, net of taxes	3,681		17,190		13,551		31,608		Equity-based compensation, net of taxes	10,074		9,870

Impact of changes in Sculptor Operating Group ownership		—		—		—		124
Reallocation of equity and income tax effects of Recapitalization		—		—		—		(39,086)
Change in redemption value of Preferred Units		—		—		—		57,042
Comprehensive net loss, excluding amounts attributable to redeemable noncontrolling interests		(41,860)		(7,984)		(67,945)		(15,218)

Consolidated net loss										Consolidated net loss	(18,798)		(26,085)
Ending Balance	Ending Balance	$	386,686	$	453,892	$	386,686	$	453,892	Ending Balance	$	435,590	$	425,768
Total Shareholders’ Equity	Total Shareholders’ Equity	$	123,085	$	167,061	$	123,085	$	167,061	Total Shareholders’ Equity	$	366,947	$	174,096

Cash dividends paid on Class A Shares	Cash dividends paid on Class A Shares	$	—	$	0.37	$	0.53	$	0.60	Cash dividends paid on Class A Shares	$	2.35	$	0.53

See notes to consolidated financial statements.

810

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED


		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020

		(dollars in thousands)							(dollars in thousands)
Cash Flows from Operating Activities	Cash Flows from Operating Activities					Cash Flows from Operating Activities
Consolidated net loss	Consolidated net loss	$	(118,138)	$	(22,953)	Consolidated net loss	$	(39,091)	$	(53,025)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:	Adjustments to reconcile consolidated net loss to net cash provided by operating activities:					Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Amortization of equity-based compensation	Amortization of equity-based compensation	42,370		74,318		Amortization of equity-based compensation	30,897		24,729
Depreciation, amortization and net gains and losses on fixed assets	Depreciation, amortization and net gains and losses on fixed assets	3,606		4,775		Depreciation, amortization and net gains and losses on fixed assets	1,735		1,802
Net losses on early retirement of debt		693		6,053
Changes in fair value of warrant liabilities						Changes in fair value of warrant liabilities	24,944		0
Net losses on retirement of debt						Net losses on retirement of debt	23,673		523
Deferred income taxes	Deferred income taxes	(30,726)		10,373		Deferred income taxes	(3,311)		(11,195)
Non-cash lease expense	Non-cash lease expense	10,656		10,618		Non-cash lease expense	5,645		5,298
Net losses (gains) on investments, net of dividends		6,565		(4,843)
Net (gains) losses on investments, net of dividends						Net (gains) losses on investments, net of dividends	(4,622)		35,204
Operating cash flows due to changes in:	Operating cash flows due to changes in:					Operating cash flows due to changes in:
Income and fees receivable	Income and fees receivable	142,291		31,498		Income and fees receivable	457,239		171,613
Due from related parties	Due from related parties	(5,080)		2,013		Due from related parties	(2,855)		(2,458)
Other assets, net	Other assets, net	6,391		779		Other assets, net	3,321		4,439
Compensation payable	Compensation payable	(143,037)		(63,288)		Compensation payable	(196,865)		(164,961)
Unearned incentive income		3,810		4,911
Unearned income and fees						Unearned income and fees	(4,410)		1,569
Due to related parties	Due to related parties	(17,397)		(4,491)		Due to related parties	(17,642)		(16,716)
Operating lease liabilities	Operating lease liabilities	(11,900)		(7,513)		Operating lease liabilities	(5,744)		(6,261)
Other liabilities	Other liabilities	110,572		(19,886)		Other liabilities	(5,980)		(5,616)
Consolidated funds related items:	Consolidated funds related items:					Consolidated funds related items:
Net gains of consolidated funds		—		(4,228)
Purchases of investments		—		(99,407)
Proceeds from sale of investments		—		176,284

Other assets of consolidated funds	Other assets of consolidated funds	—		(57,639)		Other assets of consolidated funds	(3)		0
Other liabilities of consolidated funds	Other liabilities of consolidated funds	19		5,695		Other liabilities of consolidated funds	2		0
Net Cash Provided by Operating Activities		695		43,069
Net Cash Provided by (Used in) Operating Activities						Net Cash Provided by (Used in) Operating Activities	266,933		(15,055)

Cash Flows from Investing Activities	Cash Flows from Investing Activities					Cash Flows from Investing Activities
Purchases of fixed assets	Purchases of fixed assets	(984)		(720)		Purchases of fixed assets	(1,290)		(394)

Purchases of United States government obligations	Purchases of United States government obligations	(224,525)		(161,066)		Purchases of United States government obligations	(91,533)		(89,489)
Maturities and sales of United States government obligations	Maturities and sales of United States government obligations	165,218		175,029		Maturities and sales of United States government obligations	90,892		50,632
Investments in funds	Investments in funds	(11,620)		(59,210)		Investments in funds	(25,477)		(7,852)
Return of investments in funds	Return of investments in funds	4,202		35,756		Return of investments in funds	4,996		288

Net Cash Used in Investing Activities	Net Cash Used in Investing Activities	(67,709)		(10,211)		Net Cash Used in Investing Activities	(22,412)		(46,815)

911

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED — (continued)


							Three Months Ended March 31,
		Six Months Ended June 30,							2021		2020
		2020		2019
							(dollars in thousands)
		(dollars in thousands)
Cash Flows from Financing Activities	Cash Flows from Financing Activities					Cash Flows from Financing Activities

Contributions from noncontrolling and redeemable noncontrolling interests		3,549		4,263
Distributions to noncontrolling and redeemable noncontrolling interests		(3,248)		(16,462)

Contributions from noncontrolling interests						Contributions from noncontrolling interests	468		1,490
Distributions to noncontrolling interests						Distributions to noncontrolling interests	(1,016)		(285)
Dividends on Class A Shares	Dividends on Class A Shares	(11,613)		(12,324)		Dividends on Class A Shares	(55,965)		(11,613)
Proceeds from debt obligations, net of issuance costs	Proceeds from debt obligations, net of issuance costs	2,746		—		Proceeds from debt obligations, net of issuance costs	1,746		1,988
Repayment of debt obligations, including prepayment costs	Repayment of debt obligations, including prepayment costs	(36,667)		(166,068)		Repayment of debt obligations, including prepayment costs	(174,400)		(27,000)
Proceeds from securities sold under agreements to repurchase, net of issuance costs		—		16,328

Other, net	Other, net	(952)		(2,329)		Other, net	(787)		(789)
Net Cash Used in Financing Activities	Net Cash Used in Financing Activities	(46,185)		(176,592)		Net Cash Used in Financing Activities	(229,954)		(36,209)
Effect of exchange rate changes on cash and cash equivalents and restricted cash						Effect of exchange rate changes on cash and cash equivalents and restricted cash	(286)		0
Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	(113,199)		(143,734)		Net change in cash and cash equivalents and restricted cash	14,281		(98,079)
Cash and cash equivalents and restricted cash, beginning of period	Cash and cash equivalents and restricted cash, beginning of period	245,439		323,884		Cash and cash equivalents and restricted cash, beginning of period	186,977		245,439
Cash and Cash Equivalents and Restricted Cash, End of Period	Cash and Cash Equivalents and Restricted Cash, End of Period	$	132,240	$	180,150	Cash and Cash Equivalents and Restricted Cash, End of Period	$	201,258	$	147,360

Supplemental Disclosure of Cash Flow Information	Supplemental Disclosure of Cash Flow Information					Supplemental Disclosure of Cash Flow Information
Cash paid during the period:	Cash paid during the period:					Cash paid during the period:
Interest	Interest	$	7,099	$	7,696	Interest	$	4,678	$	2,937
Income taxes	Income taxes	$	4,771	$	3,373	Income taxes	$	974	$	2,113

Non-cash transactions:

Increase in paid-in capital as a result of tax receivable agreement amendment		$	—	$	50,318

Reconciliation of cash and cash equivalents and restricted cash:	Reconciliation of cash and cash equivalents and restricted cash:					Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	Cash and cash equivalents	$	127,702	$	174,743	Cash and cash equivalents	$	198,039	$	142,753
Restricted cash	Restricted cash	4,538		5,407		Restricted cash	3,219		4,607
Total Cash and Cash Equivalents and Restricted Cash	Total Cash and Cash Equivalents and Restricted Cash	$	132,240	$	180,150	Total Cash and Cash Equivalents and Restricted Cash	$	201,258	$	147,360

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

1. ~~OVERVIEW~~ORGANIZATION

Sculptor Capital Management, Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Sculptor Capital”), is a global alternative asset management firm providing investment products in a range of areas, including multi-strategy, credit and real estate. With offices in New York, London, Hong Kong and Shanghai, the Company serves global clients through commingled funds, separate accounts and specialized products (collectively, the “funds”). Sculptor Capital’s distinct investment process seeks to generate attractive and consistent risk-adjusted returns across market cycles through a combination of bottom-up fundamental analysis, a high degree of flexibility, a collaborative team and integrated risk management. The Company’s capabilities span all major geographies, in strategies including fundamental equities, corporate credit, real estate debt and equity, merger arbitrage and structured ~~credit and private investments.~~credit.

The Company manages multi-strategy funds, dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds and other alternative investment vehicles. Through Institutional Credit Strategies, the Company’s asset management platform that invests in performing credits, the Company manages collateralized loan obligations (“CLOs”), aircraft ~~securitizations,~~securitization vehicles, collateralized bond obligations (“CBOs”), commingled products and other customized solutions for clients.

The Company’s primary sources of revenues are management fees, which are based on the amount of the Company’s assets under management, and incentive income, which is based on the investment performance of its funds. Accordingly, for any given period, the Company’s revenues will be driven by the combination of assets under management and the investment performance of the funds.

The Company ~~has one operating and reportable segment~~conducts its business and generates substantially all of its revenues primarily in the United ~~States.~~States (the “U.S.”) through one operating and reportable segment. The single reportable segment reflects how the Company’s chief operating decision makers allocate resources, make operating decisions and assess financial performance on a consolidated basis under the Company’s ‘one-firm approach,’ which includes operating collaboratively across business lines, with predominantly a single expense pool. The Company conducts its operations through Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (collectively, the “Sculptor Operating Partnerships” and collectively with their consolidated subsidiaries, the “Sculptor Operating Group”). The Registrant holds its interests in the Sculptor Operating Group indirectly through Sculptor Capital Holding Corporation (“Sculptor Corp”), a wholly owned subsidiary of the Registrant.

References to the Company’s “executive managing directors” include the current executive managing directors of the Company, and, except where the context requires otherwise, also include certain executive managing directors who are no longer active in the Company’s business. References to the Company’s “active executive managing directors” refer to executive managing directors who remain active in the Company’s business.

~~COVID-19 Pandemic~~

In the first half of 2020, a novel strain of coronavirus (“COVID-19”) spread across the world resulting in a wide-spread economic downturn. As a result, in the first quarter of 2020, the Company’s funds experienced significant performance-related depreciation, which had a negative impact on the Company’s incentive income during the first quarter of 2020. In the second quarter of 2020, the Company generated stronger returns across the majority of its strategies and positions that offset the majority of the first quarter losses. To the extent that the Company has performance-related depreciation at year-end, it could have a material impact on the Company’s ability to earn incentive income in 2020, as well as in future years until the losses are recovered for continuing fund investors.

In addition, in the first half of 2020, the Company experienced unrealized losses on its risk retention investments held in certain of the CLOs that it manages. While the Company is required to hold these investments for the entire duration of the CLOs, to the extent that cash flows in the CLOs deteriorate, the Company could experience declining interest income and impairments on these investments.

A portion of the management fees the Company earns from its CLOs is subordinated to other obligations of the CLOs, including principal and interest on the notes issued by the CLOs. When certain overcollateralization tests are triggered, cash flows

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

received on the underlying collateral in the CLOs that would have otherwise been distributed as subordinated management fees to the Company are redirected to pay principal and interest on the more senior obligations of the CLOs. In the second quarter of 2020, driven by the market and economic impacts of the ongoing COVID-19 pandemic and resulting ratings downgrades and defaults on certain of the collateral held by CLOs, the impacted CLOs failed to satisfy one or more overcollateralization tests, and as a result the Company stopped recognizing management fees for these CLOs until the collateral tests are remedied and such fees are paid. In the event the persistent market conditions do not sufficiently recover over the life cycle of these CLOs, the Company’s management fees from our securitization vehicles will continue to deteriorate.

~~The Company has also evaluated its long-lived assets including operating lease assets and goodwill and has not identified any impairments to these assets as of June 30, 2020.~~

Company Structure

The Registrant is a holding company that, through Sculptor Corp, holds equity ownership interests in the Sculptor Operating Group. The Registrant had issued and outstanding the following share classes:

•Class A Shares—Class A Shares are publicly traded and entitle the holders thereof to one vote per share on matters submitted to a vote of shareholders. The holders of Class A Shares are entitled to any distributions declared on the Class A Shares by the Registrant’s Board of ~~Directors (the “Board”).~~Directors.

•Class B Shares—Class B Shares are held by executive managing directors, as further discussed below. These shares are not publicly traded but rather entitle the executive managing directors to one vote per share on matters submitted to a vote of shareholders. These shares do not participate in the earnings of the Registrant, as the

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

executive managing directors participate in the related economics of the Sculptor Operating Group through their direct ownership in the Sculptor Operating Group, subject to the Distribution Holiday discussed below.

The Company conducts its operations through the Sculptor Operating Group. The following is a list of the outstanding units of the Sculptor Operating Partnerships as of ~~June 30, 2020:~~March 31, 2021:

•Group A Units—Group A Units are limited partner interests issued to certain executive managing directors. In connection with the Recapitalization, as defined below, the Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”). Holders of Group A Units do not receive distributions on such units during the Distribution Holiday. Beginning on the final day of the Distribution Holiday, ~~(as defined in Note 3),~~ each executive managing director may exchange his or her vested and booked-up (as defined below) Group A Units for an equal number of Class A Shares (or the cash equivalent thereof) over a period of two years in three equal installments commencing upon the final day of the Distribution Holiday and on each of the first and second anniversary thereof (or, for units that become vested and booked-up Group A Units after the final day of the Distribution Holiday, from the later of the date on which they would have been exchangeable in accordance with the foregoing and the date on which they become vested and booked-up Group A Units) (and thereafter such units will remain exchangeable), in each case, subject to certain restrictions. A “book-up” is achieved when sufficient appreciation has occurred to meet a prescribed capital account book-up target under the terms of the Sculptor Operating Partnership limited partnership agreements.

~~Holders of Group A Units do not receive distributions during the Distribution Holiday.~~ Group A Unit grants are accounted for as equity-based compensation. See Note 1413 in the Company’s Annual Report ~~on Form 10-K, as amended, for the year ended December 31, 2019, dated February 25, 2020 (“Annual Report”)~~ for additional information. The Company completed a recapitalization in February 2019 (“Recapitalization”). See Note 3 in the Company’s Annual Report for additional details. In connection with the Recapitalization each Group A Unit outstanding on the Recapitalization date was recapitalized into 0.65 Group A Units and 0.35 Group A-1 Units.

•Group A-1 Units—Group A-1 Units are limited partner interests into which 0.35 of each Group A Unit was recapitalized in connection with the reallocation that was effectuated by the Recapitalization. The Group A-1 Units will be canceled at such time and to the extent that the Group E Units granted in connection with the

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

Recapitalization vest and achieve a book-up. Group A-1 Units are not eligible to receive distributions at any time and do not participate in the net income (loss) of the Sculptor Operating Group. However, the holders of Group A-1 Units shall participate in any sale, change of control or other liquidity event that takes place prior to cancellation of the Group A-1 Units. In the Recapitalization, the holders of the 2016 Preferred Units, ~~(as~~as defined ~~below)~~below, forfeited an additional 749,813 Group A Units, which were recapitalized into Group A-1 Units.

•Group B Units—Sculptor Corp holds a general partner interest and Group B Units in each Sculptor Operating Partnership. Sculptor Corp owns all of the Group B Units, which represent equity interest in the Sculptor Operating Partnerships. Except during the Distribution Holiday as described above, the Group B Units are economically identical to the Group A Units held by executive managing directors but are not exchangeable for Class A Shares and are not subject to vesting, forfeiture or minimum retained ownership requirements.

•Group E Units—Group E Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains. Each Group E Unit converts into a Group A Unit and becomes exchangeable for one Class A Share (or the cash equivalent thereof) to the extent there has been a sufficient amount of appreciation for a Group E Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange Committee). The Group E Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent of their relative positive capital accounts (if any). ~~In connection with the Recapitalization, all outstanding Group D Units, which were non-equity profits interests, converted into Group E Units on a one-for-one basis.~~ Holders of Group E Units do not receive distributions during the Distribution Holiday. See Note 3 in the

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

Company’s Annual Report for additional ~~information.~~details. Group E Unit grants are accounted for as equity-based compensation. See Note 1413 in the Company’s Annual Report for additional information.

•Group P Units—Group P Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains. Each Group P Unit becomes exchangeable for one Class A Share (or the cash equivalent thereof), in each case upon satisfaction of certain service and performance conditions at such time and, with respect to exchanges, to the extent there has been sufficient appreciation for a Group P Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange Committee). The Group P Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent that certain performance conditions are met and to the extent of their relative positive capital accounts (if any). The terms of the Group P Units may be varied for certain executive managing directors. Group P Unit grants are accounted for as equity-based compensation. See Note 1413 in the Company’s Annual Report for additional information.

•Preferred Units— The Preferred Units ~~are~~were non-voting preferred equity interests in the Sculptor Operating Partnerships. Preferred Units issued in 2016 and 2017 are collectively referred to as the “2016 Preferred Units.” The 2016 Preferred Units were redeemed in full as a part of the Recapitalization. The Preferred Units issued in 2019 are referred to as the “2019 Preferred Units.” ~~See Note 10 for additional information.~~The 2019 Preferred Units were redeemed in full at a 25% discount in the fourth quarter of 2020.

Executive managing directors hold a number of Class B Shares equal to the number of Group A Units, vested Group E Units, Group A-1 Units (to the extent the corresponding Class B Shares have not been canceled in connection with the vesting of certain Group E Units issued in connection with the Recapitalization, as further discussed in Note 3)3 in the Company’s Annual Report) and Group P Units held. Upon the exchange of a Group A Unit or a Group P Unit for a Class A Share, the corresponding Class B Share is canceled and a Group B Unit is issued to Sculptor Corp.

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

Class B Shares that relate to Group A-1 Units will be voted pro rata in accordance with the vote of the Class A Shares.

The following table presents the number of shares and units ~~(excluding Preferred Units)~~ of the Registrant and the Sculptor Operating Partnerships, respectively, that were outstanding as of ~~June 30, 2020:~~March 31, 2021:


			As of ~~June 30, 2020~~March 31, 2021
Sculptor Capital Management, Inc.
Class A Shares			~~22,311,432~~23,899,777
Class B Shares			~~32,820,414~~32,887,883
Warrants to purchase Class A Shares (Note 7)			4,338,015

Sculptor Operating Partnerships
Group A Units			~~16,019,506~~16,019,509
Group A-1 Units			9,779,446
Group B Units			~~22,311,432~~23,899,777
Group E Units			~~13,450,821~~13,009,153
Group P Units			3,385,000

In addition, the Company grants Class A restricted share units (“RSUs”) and performance-based RSUs (“PSUs”) to its employees and executive managing directors as a form of compensation. RSU and PSU grants are accounted for as equity-based compensation. See Note 1413 in the Company’s Annual Report for additional information.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited, interim, consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s unaudited, interim, consolidated financial statements have been included and are of a normal and recurring nature. All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. For example, incentive income for the majority of the Company’s multi-strategy assets under management is recognized in the fourth quarter each year, based on full year investment performance.

Recently Adopted Accounting Pronouncements

No changes to GAAP that went into effect in the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, had a material effect on the Company’s consolidated financial statements.

Future Adoption of Accounting Pronouncements

No changes to GAAP that are not yet effective are expected to have a material effect on the Company’s consolidated financial statements.

3. ~~RECAPITALIZATION~~

On February 7, 2019, the Company completed the Recapitalization, which included a series of transactions that involved the reallocation of certain ownership interests in the Sculptor Operating Partnerships to existing members of senior management, a “Distribution Holiday” on interests held by active and former executive managing directors, an amendment to the tax receivable

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

agreement, a “Cash Sweep” to pay down the 2018 Term Loan (as defined in Note 8) and 2019 Preferred Units, and various other related transactions. In addition, (i) $200.0 million of the 2016 Preferred Units was restructured into the Debt Securities (as described in Note 8) and (ii) $200.0 million of the 2016 Preferred Units was restructured into the 2019 Preferred Units.

~~Reallocation of Equity~~

In connection with the Recapitalization, holders of Group A Units collectively reallocated 35% of their Group A Units to existing members of senior management and for potential grants to new hires. The reallocation was effected by (i) recapitalizing such Group A Units into Group A-1 Units and (ii) creating and making grants to existing members of senior management (and reserving for future grants to active managing directors and new hires) of Group E Units. An equivalent number of Group A-1 Units will be canceled at such time and to the extent that Group E Units vest and achieve a book-up. Upon vesting, holders of Group E Units received in connection with the reallocation of Group A Units will be entitled to vote a corresponding number of Class B Shares previously allocated to Group A-1 Units. Until such time as the relevant Group E Units become vested, the Class B Shares corresponding to the Group A-1 Units will be voted pro rata in accordance with the vote of the Class A Shares. In connection with the Recapitalization, the holders of the 2016 Preferred Units forfeited an additional 749,813 Group A Units (which were recapitalized into Group A-1 Units).

~~Distribution Holiday~~

The Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”) on the Group A Units, Group D Units, Group E Units and Group P Units and on certain RSUs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income (as defined in the Sculptor Operating Partnerships’ limited partnership agreements) is realized and (y) April 1, 2026.

During the Distribution Holiday, (i) the Sculptor Operating Partnerships shall only make distributions with respect to Group B Units, (ii) the performance thresholds of Group P Units and PSUs shall be adjusted to take into account performance and distributions during such period, and (iii) RSUs will continue to receive dividend equivalents in respect of dividends or distributions paid on the Class A Shares. For executive managing directors that have received Group E Units, distributions on RSUs, as well as distributions counted in determining whether performance conditions of Group P Units and PSUs are met, are limited to an aggregate amount not to exceed $4.00 per Group P Unit, PSU or RSU, as applicable, cumulatively during the Distribution Holiday. Following the termination of the Distribution Holiday, Group A Units and Group E Units (whether vested or unvested) shall receive distributions even if such units have not been booked-up.

The Distribution Holiday was effective retroactively to October 1, 2018. As a result, the Company recorded an adjustment to additional paid-in capital and noncontrolling interests to reallocate a portion of pre-Recapitalization earnings and related income tax effects from noncontrolling interests to the Company’s additional paid-in capital. Such adjustment is recorded within Recapitalization adjustment in the consolidated statement of shareholders’ equity (deficit).

~~Cash Sweep~~

As part of the Recapitalization, the Company instituted a “Cash Sweep” with regards to the paydowns of the 2018 Term Loan and the 2019 Preferred Units. During the Distribution Holiday, on a quarterly basis, for each of the first three quarters of the year 100% of all Economic Income (subject to certain adjustments described in the 2019 Preferred Unit Designations as defined in Note 10) will be applied to repay the 2018 Term Loan and then to redeem the 2019 Preferred Units, in each case, together with accrued interest. The Cash Sweep will not apply to the extent that it would result in the Sculptor Operating Group having a minimum “Free Cash Balance” (as defined in the 2019 Preferred Unit Designations) of less than $200.0 million except in certain specified circumstances. In the fourth quarter of each year, an amount equal to the excess of the Free Cash Balance over the minimum Free Cash Balance of $200.0 million, will be used to repay the 2018 Term Loan and redeem the 2019 Preferred Units. In addition, without duplication of the Cash Sweep, (i) certain of the proceeds resulting from the realization of incentive income from certain longer term assets under management described in the 2019 Preferred Units Designations (“Designated

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

Accrued Unrecognized Incentive”) and (ii) 85% of the net cash proceeds from any Asset Sales (as defined in the 2019 Preferred Units Designations), will be used to repay the 2018 Term Loan and redeem the 2019 Preferred Units.

As long as the Cash Sweep is in effect, the Sculptor Operating Group may only use funds from a cumulative discretionary one-time basket of up to $50.0 million in the aggregate, or reserve up to $17.0 million in the aggregate annually (the “Discretionary Basket”), to engage in certain “Restricted Activities” (as defined below) or any other activities related to the strategic expansion of the Sculptor Operating Group, and may not use any other funds of the Sculptor Operating Group to fund such activities, subject to certain exceptions. The Discretionary Basket will not be subject to the Distribution Holiday or the Cash Sweep and, subject to certain exceptions, may only be used to fund new firm investments or new firm products or to fund share buybacks (including RSU cash settlements in excess of permitted amounts) in an aggregate amount not to exceed $25.0 million (the “Restricted Activities”). The Discretionary Basket may not be used to fund employee compensation payments.

4. NONCONTROLLING INTERESTS

Noncontrolling interests represent ownership interests in the Company’s subsidiaries held by parties other than the Company, and primarily relate to the Group A Units held by executive managing directors.

Prior to the Recapitalization, the attribution of net income (loss) of each Sculptor Operating Partnership was based on the relative ownership percentages of the Group A Units (noncontrolling interests) and the Group B Units (indirectly held by the Registrant). In applying the substantive profit-sharing arrangements in the Sculptor Operating Partnerships’ limited partnership agreements to the Company’s consolidated financial statements, for periods subsequent to the Recapitalization and for the duration of the Distribution Holiday, the Company will allocate net income of each Sculptor Operating Partnership in any fiscal year solely to the Group B Units and any net loss on a pro rata basis based on the relative ownership percentages of the Group A Units and Group B Units. To the extent a Sculptor Operating Partnership incurs a net loss in an interim period, any net income recognized in a subsequent interim period in the same fiscal year is allocated on a pro rata basis to the extent of previously allocated net loss. Conversely, to the extent a Sculptor Operating Partnership recognizes net income in an interim period, any net loss incurred in a subsequent interim period in the same fiscal year is allocated solely to the Group B Units to the extent of previously allocated net income.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

The table below sets forth the calculation of noncontrolling interests related to the Group A Units for each Sculptor Operating Partnership (rounding differences may occur). The blended participation percentages presented below take into account ownership changes throughout the periods presented. In addition, the blended participation percentages in 2019 take into account the difference in methodology described above for the period prior to the Recapitalization Date compared to the period following the Recapitalization Date. For example, Sculptor Capital Advisors LP had net income in the period prior to the Recapitalization Date, and as a result, allocates a portion of its net income for the six months ended June 30, 2019 to the Group A Units.

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Sculptor Capital LP
Net loss $ (100,963) $ (18,769) $ (142,140) $ (50,818)
Blended participation percentage 42 % 43 % 42 % 44 %
Net Loss Attributable to Group A Units $ (42,031) $ (8,148) $ (59,405) $ (22,212)
Sculptor Capital Advisors LP
Net (loss) income $ (9,353) $ (9,523) $ (19,291) $ 7,974
Blended participation percentage 41 % 0 % 42 % 84 %
Net (Loss) Income Attributable to Group A Units $ (3,869) $ — $ (8,062) $ 6,695
Sculptor Capital Advisors II LP
Net income $ 25,712 $ 14,550 $ 16,779 $ 16,603
Blended participation percentage 15 % 0 % 0 % 0 %
Net Income Attributable to Group A Units $ 3,770 $ — $ — $ —
Total Sculptor Operating Group
Net loss $ (84,604) $ (13,742) $ (144,652) $ (26,241)
Blended participation percentage 50 % 59 % 47 % 59 %
Net Loss Attributable to Group A Units $ (42,130) $ (8,148) $ (67,467) $ (15,517)


	Three Months Ended March 31,
		2021			2020

		(dollars in thousands)

Sculptor Capital LP
Net loss		$	(47,463)		$	(41,177)
Blended participation percentage		40		%	42		%
Net Loss Attributable to Group A Units		$	(19,047)		$	(17,374)

Sculptor Capital Advisors LP
Net loss		$	(513)		$	(9,938)
Blended participation percentage		40		%	42		%
Net Loss Attributable to Group A Units		$	(206)		$	(4,193)

Sculptor Capital Advisors II LP
Net income (loss)		$	5,215		$	(8,933)
Blended participation percentage		0		%	42		%
Net Income (Loss) Attributable to Group A Units		$	0		$	(3,770)

Total Sculptor Operating Group
Net loss		$	(42,761)		$	(60,048)
Blended participation percentage		45		%	42		%
Net Loss Attributable to Group A Units		$	(19,253)		$	(25,337)

The following table presents the components of the net loss attributable to noncontrolling interests:

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Group A Units $ (42,130) $ (8,148) $ (67,467) $ (15,517)
Other 270 164 (478) 299
$ (41,860) $ (7,984) $ (67,945) $ (15,218)

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~


	Three Months Ended March 31,
		2021		2020
		(dollars in thousands)
Group A Units		$	(19,253)	$	(25,337)

Other		455		(748)
		$	(18,798)	$	(26,085)

The following table presents the components of the shareholders’ equity attributable to noncontrolling interests:

June 30, 2020 December 31, 2019
(dollars in thousands)
Group A Units $ 381,028 $ 434,943
Other 5,658 5,836
$ 386,686 $ 440,779

The Preferred Units and fund investors’ interests in certain consolidated funds (which were deconsolidated in the third quarter of 2019) are redeemable outside of the Company’s control. These interests are classified within redeemable noncontrolling interests in the consolidated balance sheets. The following tables present the activity in redeemable noncontrolling interests:

Three Months Ended June 30,
2020 2019
Preferred Units Funds Preferred Units Total
(dollars in thousands)
Beginning Balance $ 151,327 $ 149,290 $ 150,000 $ 299,290
Change in redemption value of Preferred Units 1,986 — — —
Capital contributions — 1,938 — 1,938
Capital distributions — (56,636) — (56,636)
Comprehensive income — 2,637 — 2,637
Ending Balance $ 153,313 $ 97,229 $ 150,000 $ 247,229

Six Months Ended June 30,
2020 2019
Preferred Units Funds Preferred Units Total
(dollars in thousands)
Beginning balance $ 150,000 $ 157,660 $ 420,000 $ 577,660
Fair value of Debt Securities exchanged for 2016 Preferred Units — — (167,799) (167,799)
Fair value of 2019 Preferred Units exchanged for 2016 Preferred Units — — (137,759) (137,759)
Issuance of 2019 Preferred Units, net of issuance costs — — 136,964 136,964
Change in redemption value of Preferred Units 3,313 — (101,406) (101,406)
Capital contributions — 3,645 — 3,645
Capital distributions — (72,247) — (72,247)
Comprehensive income — 8,171 — 8,171
Ending Balance $ 153,313 $ 97,229 $ 150,000 $ 247,229


	March 31, 2021		December 31, 2020
	(dollars in thousands)
Group A Units	$	424,091	$	433,756

Other	11,499		11,592
	$	435,590	$	445,348

1817

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

5.4. INVESTMENTS AND FAIR VALUE DISCLOSURES

The following table presents the components of the Company’s investments as reported in the consolidated balance sheets:


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020

		(dollars in thousands)							(dollars in thousands)
United States government obligations, at fair value		$	206,434	$	146,565
U.S. government obligations, at fair value						U.S. government obligations, at fair value	$	104,936	$	104,295
CLOs, at fair value	CLOs, at fair value	178,842		182,870		CLOs, at fair value	202,842		205,510
Other investments, equity method		86,068		81,991
Equity method investments						Equity method investments	124,748		105,169
Total Investments	Total Investments	$	471,344	$	411,426	Total Investments	$	432,526	$	414,974

Fair Value Disclosures

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the funds it manages hold a variety of investments, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these investments. The fair value of these investments may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of investments that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. ~~Assets~~Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively-quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.

~~Assets~~Financial assets and liabilities measured at fair value are classified and disclosed into one of the following ~~categories:~~categories based on the observability of inputs used in the determination of fair values:

•Level I– ~~Fair value is determined using quoted~~Quoted prices that are available in active markets for identical financial assets or ~~liabilities.~~liabilities as of the reporting date. The types of financial assets and liabilities that would generally be included in this category are certain listed equities, U.S. government obligations and certain listed derivatives.

•Level II – ~~Fair value is determined using quotations~~Quotations received from dealers making a market for these financial assets or liabilities (“broker quotes”), valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date. The types of financial assets and liabilities that would generally be included in this category are certain corporate bonds, certain credit default swap contracts, certain bank debt securities, certain commercial real estate debt, less liquid equity securities, forward contracts and certain over the-counter (“OTC”) ~~derivatives.~~derivatives where the fair value is based on observable inputs. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.

•Level III – ~~Fair value is determined using pricing~~Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or ~~estimation in determining fair value of the assets or liabilities.~~estimation. The fair value of these

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, relevant broker quotes, models or other valuation methodologies based on pricing inputs that are neither directly or indirectly market ~~observable.~~observable (e.g., cash flows, implied yields, EBITDA multiples). The types of financial assets and liabilities that would generally be included in this category include CLOs, warrant liabilities, real estate investments, equity and debt securities issued by private entities, limited partnerships, certain corporate bonds, certain credit default swap contracts, certain bank debt securities, certain commercial real estate debt, certain OTC derivatives, residential and commercial mortgage-backed securities, asset-backed securities, collateralized debt obligations and investments in affiliated credit funds.

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, ana financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of ana particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or ~~liability.~~liability when the fair value is based on unobservable inputs.

Fair Value Measurements Categorized within the Fair Value Hierarchy

The following table summarizes the Company’s investments measured at fair value on a recurring basis within the fair value hierarchy as of ~~June 30, 2020:~~March 31, 2021:


		As of June 30, 2020															As of March 31, 2021
		Level I		Level II		Level III		Total			Level I		Level II		Level III		Total

		(dollars in thousands)															(dollars in thousands)
Assets, at Fair Value	Assets, at Fair Value									Assets, at Fair Value

Included within investments:	Included within investments:									Included within investments:
United States government obligations		$	206,434	$	—	$	—	$	206,434
U.S. government obligations										U.S. government obligations	$	104,936	$	0	$	0	$	104,936
CLOs⁽¹⁾	CLOs⁽¹⁾	$	—	$	—	$	178,842	$	178,842	CLOs(1)	$	0	$	0	$	202,842	$	202,842

Liabilities, at Fair Value										Liabilities, at Fair Value
Warrants										Warrants	$	0	$	0	$	62,771	$	62,771

_______________

(1) As of ~~June 30, 2020,~~March 31, 2021, investments in CLOs had contractual principal amounts of ~~$172.7~~$190.1 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

The following table summarizes the Company’s investments measured at fair value on a recurring basis within the fair value hierarchy as of December 31, ~~2019:~~2020:


		As of December 31, 2019															As of December 31, 2020
		Level I		Level II		Level III		Total			Level I		Level II		Level III		Total

		(dollars in thousands)															(dollars in thousands)
Assets, at Fair Value	Assets, at Fair Value									Assets, at Fair Value
Included within cash and cash equivalents:	Included within cash and cash equivalents:									Included within cash and cash equivalents:
United States government obligations		$	97,034	$	—	$	—	$	97,034
U.S. government obligations										U.S. government obligations	$	29,999	$	0	$	0	$	29,999

Included within investments:	Included within investments:									Included within investments:
United States government obligations		$	146,565	$	—	$	—	$	146,565
U.S. government obligations										U.S. government obligations	$	104,295	$	0	$	0	$	104,295
CLOs⁽¹⁾	CLOs⁽¹⁾	$	—	$	—	$	182,870	$	182,870	CLOs(1)	$	0	$	0	$	205,510	$	205,510

Liabilities, at Fair Value										Liabilities, at Fair Value
Warrants										Warrants	$	0	$	0	$	37,827	$	37,827

_______________

(1) As of December 31, ~~2019,~~2020, investments in CLOs had contractual principal amounts of ~~$170.0~~$194.5 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

Reconciliation of Fair Value Measurements Categorized within Level III

Gains and losses, excluding those ~~of the consolidated funds~~related to foreign currency translation adjustments, are recorded within net gains (losses) on investments in the consolidated statements of operations. Gains and losses related to foreign currency translation adjustments are recorded in the statements of comprehensive income (loss)~~, and gains and losses of the consolidated funds are recorded within net gains of consolidated funds.~~. Amortization of premium, accretion of discount and foreign exchange gains and losses on non-U.S. ~~Dollar~~dollar investments are also included within gains and losses in the tables below.

The following table summarizes the changes in the Company’s Level III assets and liabilities for the three months ended March 31, 2021:


	December 31, 2020		Purchases / Issuances		Investment Sales / Settlements		Gains / Losses Included in Earnings		Gains / Losses Included in Other Comprehensive Income		March 31, 2021

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	205,510	$	2,448	$	(20)	$	1,423	$	(6,519)	$	202,842

Liabilities, at Fair Value
Warrants	$	37,827	$	0	$	0	$	24,944	$	0	$	62,771

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

The following table summarizes the changes in the Company’s Level III assets ~~and liabilities~~ for the three months ended ~~June 30,~~March 31, 2020:

March 31, 2020 Transfers
In Transfers
Out Investment
Purchases / Issuances Investment
Sales / Settlements Gains / Losses June 30, 2020
(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs $ 155,287 $ — $ — $ 1,074 $ (185) $ 22,666 $ 178,842

~~The following table summarizes the changes in the Company’s Level III assets and liabilities for the three months ended June 30, 2019:~~

March 31, 2019 Transfers
In Transfers
Out Investment
Purchases / Issuances Investment
Sales / Settlements Gains / Losses June 30, 2019
(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs $ 158,468 $ — $ — $ 25,903 $ (4,615) $ 1,791 $ 181,547
Investments of consolidated funds:
Bank debt $ 59,169 $ 10,777 $ (13,974) $ 16,873 $ (36,635) $ (80) $ 36,130

~~The following table summarizes the changes in the Company’s Level III assets and liabilities for the six months ended June 30, 2020:~~

December 31, 2019 Transfers In Transfers Out Investment Purchases / Issuances Investment Sales / Settlements Gains / Losses June 30, 2020
(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs $ 182,870 $ — $ — $ 4,407 $ (185) $ (8,250) $ 178,842

~~The following table summarizes the changes in the Company’s Level III assets and liabilities for the six months ended June 30, 2019:~~

December 31, 2018 Transfers In Transfers Out Investment Purchases / Issuances Investment Sales / Settlements Gains / Losses June 30, 2019
(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs $ 181,868 $ — $ — $ 26,711 $ (27,750) $ 718 $ 181,547
Investments of consolidated funds:
Bank debt $ 75,613 $ 8,702 $ (27,313) $ 27,128 $ (48,592) $ 592 $ 36,130
Corporate bonds $ — $ — $ — $ 987 $ (981) $ (6) $ —

Transfers out of Level III presented in the tables above resulted from the fair values of certain securities becoming market observable, with fair value determined using independent pricing services. Transfers into Level III presented in the tables

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

~~above resulted from the valuation of certain investments with decreased market observability, with fair values determined using independent pricing services.~~


	December 31, 2019		Purchases / Issuances		Investment Sales / Settlements		Gains / Losses Included in Earnings		Gains / Losses Included in Other Comprehensive Income		March 31, 2020

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	182,870	$	3,333	$	0	$	(30,916)	$	0	$	155,287

The table below summarizes the net change in unrealized gains and losses on the Company’s Level III investments held and warrant liabilities outstanding as of the reporting date:


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020

		(dollars in thousands)													(dollars in thousands)
Assets, at Fair Value	Assets, at Fair Value									Assets, at Fair Value
Included within investments:	Included within investments:									Included within investments:
CLOs	CLOs	$	22,667	$	85	$	(8,250)	$	877	CLOs	$	(5,096)	$	(30,916)

Investments of consolidated funds:
Bank debt		$	—	$	114	$	—	$	694

Liabilities, at Fair Value										Liabilities, at Fair Value
Warrants										Warrants	$	(24,944)	$	0

Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III

Investments in CLOs, ~~bank debt and corporate bonds~~ are valued using independent pricing services, and therefore the Company does not have transparency into the significant inputs used by such services.

~~The Company elected~~ Warrant liabilities are valued using a Black-Scholes model by independent pricing services, for which the Company’s Class A Share price, exercise price, risk free rate, volatility and term to ~~measure its investments in CLOs at fair value through consolidated net income (loss) in order~~expiry are the primary inputs to ~~simplify its accounting for these instruments. Changes in fair value of these investments are included within net gains on investments in~~ the ~~consolidated statements of comprehensive income (loss). The Company accrues interest income on its investments in CLOs using the effective interest method.~~valuation.

Fair Value of Other Financial Instruments

Management estimates that the carrying value of the Company’s other financial instruments, including its debt obligations and repurchase agreements, approximated their fair values as of ~~June 30, 2020.~~March 31, 2021. The fair value measurements for the Company’s ~~debt obligations and~~ repurchase agreements are categorized as Level III within the fair value hierarchy and were determined using independent pricing services. The fair value measurements for the Company’s debt obligations are categorized as Level III within the fair value hierarchy and for the 2020 Term Loan is determined using a discounted cash flow model and for CLO Investments Loans are determined using independent pricing services.

Loans Sold to CLOs Managed by the Company

From time to time the Company sells loans to CLOs managed by the Company. These loans are purchased by the Company in the open market and simultaneously sold for cash ~~at cost~~ to the CLOs. The loans are accounted for as transfers of financial assets as they meet the criteria for derecognition under GAAP. NaN loans were sold in each of the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. The Company invests in senior secured and subordinated notes issued by certain CLOs to which it sold loans in the past. These investments represent retained interests to the Company and are in the form of a 5% vertical strip (i.e., 5% of each of the senior and subordinated tranches of notes issued by each CLO). The retained interests are reported within investments on

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

the Company’s consolidated balance sheet. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company’s investments in these retained interests had a fair value of ~~$83.6~~$88.9 million and ~~$88.2~~$90.3 million, respectively.

The Company is subject to risks associated with the performance of the underlying collateral and the market yield of the assets. The Company’s risk of loss from retained interest is limited to its investments in these interests. The Company receives quarterly payments of interest and principal, as applicable, on these retained interests. In the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company received ~~$1.6 million~~$717 thousand and ~~$2.0 million,~~$893 thousand, respectively, of interest and principal payments related to the retained interests.

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

The Company uses independent pricing services to value its investments in the CLOs, including the retained interests, and therefore the only key assumption is the price provided by such service. A corresponding adverse change of 10% or 20% on price would have a corresponding impact on the fair value of the Company’s investments in CLOs.

6.5. VARIABLE INTEREST ENTITIES

In the ordinary course of business, the Company sponsors the formation of funds that are considered VIEs. See Note 2 ofin the Company's Annual Report for a discussion of entities that are VIEs and the evaluation of those entities for consolidation by the Company. The assets and liabilities of consolidated VIEs were not material as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

The Company’s direct involvement with funds that are VIEs and not consolidated by the Company is generally limited to providing asset management services and, in certain cases, insignificant investments in the VIEs. The maximum exposure to loss represents the potential loss of current investments or income and fees receivables from these entities, as well as the obligation to repay unearned ~~revenues,~~income and fees, primarily incentive income subject to clawback, in the event of any future fund losses. The Company has commitments to certain funds that are VIEs as discussed in Note ~~18.~~16. The Company does not provide, nor is it required to provide, any type of non-contractual financial or other support to its VIEs that are not consolidated.

The table below presents the net assets of VIEs in which the Company has variable interests along with the maximum risk of loss as a result of the Company’s involvement with VIEs:


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020

		(dollars in thousands)							(dollars in thousands)
Net assets of unconsolidated VIEs in which the Company has a variable interest	Net assets of unconsolidated VIEs in which the Company has a variable interest	$	9,079,489	$	8,805,128	Net assets of unconsolidated VIEs in which the Company has a variable interest	$	9,994,208	$	10,481,312

Maximum risk of loss as a result of the Company’s involvement with VIEs:	Maximum risk of loss as a result of the Company’s involvement with VIEs:					Maximum risk of loss as a result of the Company’s involvement with VIEs:
Unearned revenues		67,748		63,337
Unearned income and fees						Unearned income and fees	57,391		61,879
Income and fees receivable	Income and fees receivable	26,134		21,841		Income and fees receivable	22,849		192,826
Investments	Investments	196,909		200,215		Investments	227,646		233,638
Maximum Exposure to Loss	Maximum Exposure to Loss	$	290,791	$	285,393	Maximum Exposure to Loss	$	307,886	$	488,343

2322

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

7.6. LEASES

The Company has non-cancelable operating leases for its headquarters in New York and its offices in London, Hong Kong, Shanghai, and various other locations and data centers. The Company does not have renewal options ~~other than a three-year renewal option~~ for any of its ~~lease in Hong Kong, which was not included in the determination of the related lease asset and liability.~~current leases. The Company also subleases a portion of its office space in London through the end of the lease term. ~~Finally,~~In addition, the Company has finance leases for computer hardware.


											Three Months Ended March 31,
												2021		2020
		Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019		2020		2019
		(dollars in thousands)														(dollars in thousands)
Lease Cost	Lease Cost									Lease Cost
Operating lease cost	Operating lease cost	$	5,141	$	5,146	$	10,288	$	10,295	Operating lease cost		$	5,437	$	5,147
Short-term lease cost	Short-term lease cost	12		14		25		32		Short-term lease cost		17		13
Finance lease cost - amortization of leased assets	Finance lease cost - amortization of leased assets	193		137		330		274		Finance lease cost - amortization of leased assets		199		137
Finance lease cost - imputed interest on lease liabilities	Finance lease cost - imputed interest on lease liabilities	24		25		38		49		Finance lease cost - imputed interest on lease liabilities		10		14
Less: Sublease income	Less: Sublease income	(370)		(381)		(754)		(765)		Less: Sublease income		(411)		(384)
Net Lease Cost	Net Lease Cost	$	5,000	$	4,941	$	9,927	$	9,885	Net Lease Cost		$	5,252	$	4,927


											Three Months Ended March 31,
		Three Months Ended June 30,						Six Months Ended June 30,								2021	2020
		2020		2019		2020		2019
		(dollars in thousands)															(dollars in thousands)
Supplemental Lease Cash Flow Information	Supplemental Lease Cash Flow Information									Supplemental Lease Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities									Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	Operating cash flows for operating leases	$	5,601	$	7,380	$	11,203	$	11,378	Operating cash flows for operating leases		$	5,809	$	5,602
Operating cash flows for finance leases	Operating cash flows for finance leases	$	2	$	25	$	5	$	49	Operating cash flows for finance leases		$	1	$	3
Finance cash flows for finance leases	Finance cash flows for finance leases	$	192	$	—	$	651	$	457	Finance cash flows for finance leases		$	624	$	459

Right-of-use assets obtained in exchange for lease obligations	Right-of-use assets obtained in exchange for lease obligations									Right-of-use assets obtained in exchange for lease obligations
Operating leases	Operating leases	$	—	$	7	$	6	$	126,007	Operating leases		$	2,893	$	6
Finance leases		$	745	$	—	$	745	$	1,702

June 30, 2020

December 31, 2019

March 31, 2021

December 31, 2020

Lease Term and Discount Rate

Weighted average remaining lease term

Operating leases

8.9 years

9.3 years

Operating leases

8.2 years

8.5 years

Finance leases

2.2 years

2.1 years

Finance leases

1.8 years

1.6 years

Weighted average discount rate

Operating leases

7.9

Operating leases

7.8

7.9

Finance leases

7.1

7.9

Finance leases

6.7

7.2

2423

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021


		Operating Leases		Finance Leases			Operating Leases		Finance Leases

		(dollars in thousands)							(dollars in thousands)
Maturity of Lease Liabilities	Maturity of Lease Liabilities					Maturity of Lease Liabilities
July 1, 2020 to December 31, 2020		$	11,204	$	258
2021		20,897		867
April 1, 2021 to December 31, 2021						April 1, 2021 to December 31, 2021	$	16,150	$	242
2022	2022	19,701		248		2022	20,851		248
2023	2023	19,022		—		2023	20,079		0
2024	2024	15,353		—		2024	16,133		0
2025						2025	14,330		0
Thereafter	Thereafter	82,234		—		Thereafter	68,042		0
Total Lease Payments	Total Lease Payments	168,411		1,373		Total Lease Payments	155,585		490
Imputed interest	Imputed interest	(47,421)		(68)		Imputed interest	(40,981)		(20)
Total Lease Liabilities	Total Lease Liabilities	$	120,990	$	1,305	Total Lease Liabilities	$	114,604	$	470

As of ~~June 30, 2020,~~March 31, 2021, the Company has pledged collateral related to its lease obligations of $6.2 million, which is included within investments in the consolidated balance sheets.


		Operating Leases			Operating Leases

		(dollars in thousands)			(dollars in thousands)
Sublease Rent Payments Receivable	Sublease Rent Payments Receivable			Sublease Rent Payments Receivable
July 1, 2020 to December 31, 2020		$	1,107
2021		1,476
April 1, 2021 to December 31, 2021				April 1, 2021 to December 31, 2021	$	1,232
2022	2022	1,476		2022	1,642
2023	2023	1,156		2023	1,286
2024	2024	—		2024	0
2025				2025	0
Thereafter	Thereafter	—		Thereafter	0
Total Sublease Rent Payments Receivable	Total Sublease Rent Payments Receivable	$	5,215	Total Sublease Rent Payments Receivable	$	4,160

2524

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

8.7. DEBT OBLIGATIONS AND WARRANTS


		Debt Securities		2018 Term Loan		CLO Investments Loans		Total			2020 Term Loan		CLO Investments Loans		Total

		(dollars in thousands)															(dollars in thousands)
Maturity of Debt Obligations	Maturity of Debt Obligations									Maturity of Debt Obligations
July 1, 2020 to December 31, 2020		$	—	$	—	$	—	$	—
2021		—		—		5,982		5,982
April 1, 2021 to December 31, 2021										April 1, 2021 to December 31, 2021	$	0	$	0	$	0
2022	2022	40,000		—		281		40,281		2022	0		2,199		2,199
2023	2023	40,000		8,500		—		48,500		2023	0		0		0
2024	2024	40,000		—		18,328		58,328		2024	0		19,130		19,130
2025										2025	0		0		0
2026										2026	0		0		0
Thereafter	Thereafter	80,000		—		39,035		119,035		Thereafter	145,000		39,035		184,035
Total Payments	Total Payments	200,000		8,500		63,626		272,126		Total Payments	145,000		60,364		205,364
Unamortized discounts & deferred financing costs	Unamortized discounts & deferred financing costs	(15,324)		(143)		(318)		(15,785)		Unamortized discounts & deferred financing costs	(19,278)		(293)		(19,571)
Total Debt Obligations	Total Debt Obligations	$	184,676	$	8,357	$	63,308	$	256,341	Total Debt Obligations	$	125,722	$	60,071	$	185,793

~~Debt Securities~~2020 Credit Agreement

~~In connection with~~On September 25, 2020, Sculptor Capital LP, as borrower, (the “Borrower”), and certain other subsidiaries of the ~~Recapitalization, the Sculptor Operating Partnerships, each~~Company, as ~~a borrower,~~guarantors, entered into ~~an unsecured senior subordinated term loan~~a credit and guaranty agreement (the ~~“Subordinated~~“2020 Credit Agreement”) ~~under which $200.0~~, consisting of (i) a senior secured term loan facility in an initial aggregate principal amount of $320.0 million (the “2020 Term Loan”) and (ii) a senior secured revolving credit facility in an initial aggregate principal amount of $25.0 million (the “2020 Revolving Credit Facility”). The proceeds from the 2020 Term Loan were first allocated to the full fair value of the warrants issued in connection with the 2020 Credit Agreement (which establishes both a liability and a debt discount, as described below), and the residual proceeds, net of deferred offering costs and discounts, of $275.8 million was then recognized as the initial carrying value of the 2020 Term Loan. In the three months ended March 31, 2021, the Company repaid $174.4 million of ~~Debt Securities were issued~~the 2020 Term Loan, resulting in ~~exchange for~~ an ~~equal amount~~outstanding balance of ~~2016 Preferred Units.~~$145.0 million, which is due at maturity. The ~~Debt Securities~~Company recognized a $23.7 million loss on this retirement of debt. As a result of the $175.0 million of aggregate prepayments made through March 31, 2021, the Company is no longer subject to the cash sweep or financial maintenance covenants, other than the covenant requiring $20.0 billion minimum fee-paying assets under management described below.

The 2020 Term Loan and the 2020 Revolving Credit Facility mature on the ~~earlier of (i) the fifth~~seventh and sixth anniversary, respectively, of the ~~date~~initial funding of the 2020 Term Loan, which occurred on ~~which all obligations under~~November 13, 2020 (the “Closing Date”). Proceeds from the 2020 Term Loan, together with cash on hand, were used to repay the Debt Securities and the 2018 Term Loan, as well as to redeem the 2019 Preferred ~~Unit Designations have been paid~~Units in ~~full and (ii) April 1, 2026.~~full.

~~As of February 1,~~Borrowings under the 2020 ~~the Debt Securities~~Credit Agreement bear interest at a per annum rate equal to, at the ~~borrower’s~~Company’s option, one, two, three or ~~six-month (or twelve-month with the consent of each lender)~~six month LIBOR (subject to a 0.75% floor) plus ~~4.75%~~6.25%, or a base rate (subject to a 1.75% floor) plus ~~3.75%~~5.25%. ~~Commencing on~~The Borrower is also required to pay an undrawn commitment fee at a rate per annum equal to 0.50% of the ~~earlier~~undrawn portion of ~~(i)~~ the ~~first~~2020 Revolving Credit Facility.

Certain prepayments of the 2020 Term Loan are subject to a prepayment premium (the “Call Premium”) equal to (a) prior to the second anniversary of the ~~date on which all 2019 Preferred Units are paid in full and (ii) March 31, 2022, the Debt Securities amortize in quarterly installments each in~~Closing Date, a ~~principal amount~~customary “make-whole” premium equal to 5%the present value of all required interest payments that would be due from the date of prepayment through and including the second anniversary of the ~~aggregate~~Closing Date plus a premium of 3.0% of the principal amount of loans prepaid, (b) on or after the ~~Debt Securities~~second anniversary of the ~~applicable borrower on~~Closing Date but prior to the ~~effective date~~third anniversary of the ~~Subordinated Credit Agreement~~Closing Date, a premium of 3.0% of the principal amount of loans prepaid, (c) on or in the case of incremental Debt Securities of such borrower, the date 2019 Preferred Units are exchanged for incremental Debt Securities; provided that in no event shall amortization payments in any fiscal year be required to exceed $40.0 million.

~~For a period of nine months~~ after the ~~repayment~~third anniversary of the ~~2019 Preferred Units,~~Closing Date but prior to the ~~borrowers will have the option to voluntarily repay the initial Debt Securities at a 5% discount.~~

The Subordinated Credit Agreement contains customary representations and warranties and covenants for a transaction of this type and financial covenants consistent with those described below for the 2018 Term Loan. The Subordinated Credit Agreement also requires prepayment of loans under the 2018 Term Loan and the 2019 Preferred Units in accordance with the Cash Sweep, and restricts the incurrence of indebtedness for borrowed money and certain liens, in each case subject to exceptions set forth in the Implementing Agreements.

The Subordinated Credit Agreement contains customary events of default for a transaction of this type and is based on substantially the same terms as the 2018 Term Loan. If an event of default under the Subordinated Credit Agreement occurs and is continuing, then, at the request (or with the consent)four anniversary of the ~~lenders holding~~Closing Date, a ~~majority~~premium of the Debt Securities, upon notice by the Subordinated Credit Agreement Administrative Agent to the borrowers, the obligations under the Subordinated Credit Agreement shall become immediately due and payable. In addition, if the Sculptor Operating Partnerships or any of their material subsidiaries become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Subordinated Credit Agreement will automatically become immediately due and payable.2.0%

2625

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

~~2018 Term Loan~~of the principal amount of loans prepaid and (d) thereafter, 0%. No Call Premium was due on the first $175.0 million prepaid by the Company.

~~On April 10, 2018 (the “Closing Date”), Sculptor Capital LP, as borrower, (the “Senior~~The 2020 Credit Agreement ~~Borrower”), and certain other subsidiaries of~~prohibits the Company, as guarantors, entered into a senior secured credit and guaranty agreement (the “Senior Credit Agreement”) consisting of (i) a $250.0 million term loan facility (the “2018 Term Loan”) and (ii) a $100.0 million revolving credit facility (the “2018 Revolving Credit Facility”). Effective as of February 7, 2019, the Company terminated in full the commitments under the 2018 Revolving Credit Facility. At the time of such termination, no borrowings were outstanding under the 2018 Revolving Credit Facility.

In connection with the Recapitalization, the Company entered into Amendment No. 1 (the “Senior Credit Agreement Amendment”) to the Senior Credit Agreement (the Senior Credit Agreement, as amended by the Senior Credit Agreement Amendment, the “Amended Senior Credit Agreement”). In accordance with the Amended Senior Credit Agreement, indebtedness outstanding under the 2018 Term Loan will be payable in accordance with the provisions of the Cash Sweep described in Note 3. The 2018 Term Loan matures April 10, 2023. The maturity date of the 2018 Term Loan may be extended pursuant to the terms of the Amended Senior Credit Agreement. As of June 30, 2020, $8.5 million remained outstanding under the 2018 Term Loan. In accordance with the Cash Sweep, the Company repaid an additional $36.5 million during the first half of 2020.

The 2018 Term Loan bears interest at a per annum rate equal to, at the Company’s option, one, three or six months (or twelve months with the consent of each lender) LIBOR plus 4.75%, or a base rate plus 3.75%. Prior to the termination of the 2018 Revolving Credit Facility in February 2019, the Company was required to pay an undrawn commitment fee at a rate per annum equal to 0.20% to 0.75% of the undrawn portion of the commitments under the 2018 Revolving Credit Facility, computed on a daily basis.

The obligations under the Amended Senior Credit Agreement are guaranteed by the Sculptor Operating Partnerships and are secured by a lien on substantially all of the Sculptor Operating Partnerships’ assets, subject to certain exclusions.

~~The Amended Senior Credit Agreement contains two financial maintenance covenants. The first financial maintenance covenant states that the Company’s~~ total fee-paying assets under management, subject to certain exclusions, of the Borrower, the guarantors and their consolidated subsidiaries as of the last day of any fiscal quarter must be greater than $20.0 billion, and the second states that the total net leverage ratio (as defined in the Amended Senior Credit Agreement, which excludes the Debt Securities) as of the last day of any fiscal quarter mustto be less than ~~(i) 3.00 to 1.00, or (ii) following the third anniversary of the Closing Date, 2.50 to 1.00. As of June 30,~~$20.0 billion. The 2020 ~~the Company was in compliance with the financial maintenance covenants.~~

The Amended Senior Credit Agreement requires compliance with the provisions of the Implementing Agreements that impose restrictions on distributions, including certain tax distributions, during the Distribution Holiday, requiring prepayment of loans under the Amended Senior Credit Agreement with excess cash above a certain threshold, and restricting the incurrence of indebtedness for borrowed money and certain liens, in each case subject to exceptions set forth in the Implementing Agreements.

In the event the Amended Senior Credit Agreement remains outstanding on or after March 31, 2022, the Amended Senior Credit Facility allows for the issuance of an additional $200.0 million of incremental Debt Securities in exchange for the remaining Preferred Units at that time. The Amended Senior Credit Agreement also allows restricted payments for preferred dividends of up to $12.0 million per year.

~~The Amended Senior~~ Credit Agreement contains customary events of ~~default. If an event~~default for a transaction of this type, after which obligations under the 2020 Credit Agreement may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default ~~under~~involving the ~~Amended Senior Credit Agreement occurs and is continuing, then, at~~Borrower, the ~~request (or with the consent)~~guarantors or any of the ~~lenders holding a majority~~material subsidiaries of the ~~commitments and loans, upon notice by the administrative agent to the Senior Credit Agreement Borrower,~~foregoing after which the obligations under the ~~Amended Senior~~2020 Credit Agreement ~~shall~~ become immediately due and payable. In addition, if the Senior Credit Agreement Borrower or any of its material subsidiaries becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Amended Senior Credit Agreement will automatically ~~become immediately~~ due and payable.

Warrants

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30,~~In connection with the 2020

Credit Agreement, the Company has issued and outstanding warrants to purchase 4,338,015 Class A Shares. The warrants have a 10-year term from the Closing Date and an initial exercise price per share equal to $11.93. The exercise price is subject to reduction by an amount equal to any dividends paid on Class A Shares. As a result, the exercise price was $9.58 per share as of March 31, 2021. The warrants provide for customary adjustments in the event of a stock split, stock dividend, recapitalization or similar event. In lieu of making a cash payment otherwise contemplated upon exercise, the holder may exercise the warrants in whole or in part to receive a net number of Class A Shares. In addition, one of the warrants provides that, upon exercise in whole or in part by the holder, the Company may decide in its sole discretion whether the holder’s exercise of such warrant will be settled by delivery of Class A Shares (which shares may be reduced to a net number of Class A Shares in accordance with the procedure described in the preceding sentence) or by the Company’s payment to the holder of an amount in cash equal to the Black-Scholes value as provided for in the applicable warrant agreement. If the Company undergoes a change of control prior to the expiration date, the holder will have the right to require the Company to repurchase any remaining portion of the warrants not yet exercised at their Black-Scholes value as provided for in the applicable agreement. The warrants restrict transfers and other dispositions for 18 months from the Closing Date, subject to certain exceptions.

CLO Investments Loans

The Company entered into loans to finance portions of investments in certain CLOs (collectively, the “CLO Investments Loans”). In general, the Company will make interest ~~and principal~~ payments on the loans at such time interest payments are received on its investments in the CLOs, and will make principal payments on the loans to the extent principal payments are received on its investments in the CLOs, with any remaining balance due upon maturity.

The loans are subject to customary events of default and covenants and also include terms that require the Company’s continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, an event of default would also be triggered ~~in the event that~~if there is an event of default at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default, where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. The CLO Investments Loans do not have any financial maintenance covenants and are secured by the related investments in CLOs, which investments had fair values of ~~$62.6~~$66.0 million and ~~$65.9~~$66.5 million as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

Carrying amounts presented in the table below are net of discounts, if any, and unamortized deferred financing costs. The interest rates on the CLO Investments Loans are variable based on LIBOR or EURIBOR (subject to a floor of zero percent). The maturity date for each CLO Investments Loan is the earlier of the final maturity date presented in the table below or the date at which the Company no longer holds a risk retention investment in the respective CLO.

Initial Borrowing Date

Contractual Rate

Final Maturity Date

Carrying Value

Initial Borrowing Date

Contractual Rate

Final Maturity Date

Carrying Value

June 30, 2020

December 31, 2019

March 31, 2021

December 31, 2020

(dollars in thousands)

June 7, 2017

LIBOR plus 1.48%

November 16, 2029

17,190

17,245

June 7, 2017

LIBOR plus 1.48%

November 16, 2029

17,205

17,200

August 2, 2017

LIBOR plus 1.41%

January 21, 2030

21,581

21,679

August 2, 2017

LIBOR plus 1.41%

January 21, 2030

21,585

21,584

September 14, 2017

EURIBOR plus 2.21%

September 14, 2024

18,274

18,237

September 14, 2017

EURIBOR plus 2.21%

September 14, 2024

19,082

19,868

August 1, 2019

EURIBOR plus 1.15%

June 29, 2021

5,982

3,464

February 27, 2020

EURIBOR plus 0.80%

January 11, 2022

281

—

February 27, 2020

EURIBOR plus 0.80%

January 11, 2022

2,199

505

63,308

60,625

60,071

59,157

9.8. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

~~On May 29, 2018, the~~The Company ~~entered into~~has a ~~€100.0~~€200.0 million master credit facility agreement (the “CLO Financing Facility”) to finance ~~a portion~~portions of the risk retention investments in certain ~~European~~ CLOs managed by the Company. Subject to the terms and conditions of the CLO Financing Facility, the Company and the counterparty may enter into repurchase agreements on such terms agreed upon by the parties. Each transaction entered into under the CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of ~~June 30, 2020, €12.3~~March 31, 2021, €98.8 million of the CLO Financing Facility remained available.

Each transaction entered into under the CLO Financing Facility provides for payment netting and, in the case of a default or similar event with respect to the counterparty to the CLO Financing Facility, provides for netting across transactions. Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facility and offset amounts it owes in respect of any one transaction against collateral it has received in respect of any other transactions under the CLO Financing Facility; provided, however, that in the case of certain defaults, the Company may only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a transaction entered into under the CLO Financing Facility, the Company will deliver cash or additional securities acceptable to the counterparty if the securities sold are in default. In addition to customary events of default included in financing arrangements of this type, an event of default would also be triggered ~~in the event that~~if there is an event of default at the CLO level. Prior to the relevant CLO’s maturity date, this would

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. Upon termination of a transaction, the Company will repurchase the previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facility may be terminated at any time upon certain defaults or circumstances agreed upon by the parties.

The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities pledged as collateral.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

The table below presents securities sold under agreements to repurchase that are offset, if any, as well as securities transferred to counterparties related to such transactions (capped so that the net amount presented will not be reduced below zero). No other material financial instruments were subject to master netting agreements or other similar agreements:

Securities Sold under Agreements to Repurchase Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Liabilities in the Consolidated Balance Sheet Securities Transferred Net Amount
(dollars in thousands)
As of June 30, 2020 $ 97,670 $ — $ 97,670 $ 96,505 $ 1,165
As of December 31, 2019 $ 97,508 $ — $ 97,508 $ 97,508 $ —


Securities Sold under Agreements to Repurchase	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Liabilities in the Consolidated Balance Sheet		Securities Transferred		Net Amount

	(dollars in thousands)
As of March 31, 2021	$	117,780	$	0	$	117,780	$	117,780	$	0
As of December 31, 2020	$	122,638	$	0	$	122,638	$	122,638	$	0

The securities sold under agreements to repurchase have a set scheduled maturity date that corresponds to the maturities of the securities sold under such transaction. The table below presents the remaining final contractual maturity of the securities sold under agreement to repurchase by class of collateral pledged:

Investments in CLOs
Securities Sold under Agreements to Repurchase Overnight and Continuous Up to 30 Days 30-90 Days Greater Than 90 Days Total
(dollars in thousands)
As of June 30, 2020 $ — $ — $ — $ 97,670 $ 97,670
As of December 31, 2019 $ — $ — $ — $ 97,508 $ 97,508


	Investments in CLOs
Securities Sold under Agreements to Repurchase	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 Days		Total

	(dollars in thousands)
As of March 31, 2021	$	0	$	0	$	0	$	117,780	$	117,780
As of December 31, 2020	$	0	$	0	$	0	$	122,638	$	122,638

~~10.~~ ~~PREFERRED UNITS~~

~~2019 Preferred Units~~

Pursuant to the 2019 Preferred Unit Designations, the Sculptor Operating Partnerships issued 2019 Preferred Units with an aggregate liquidation preference of $200.0 million, in exchange for $200.0 million of the 2016 Preferred Units. Other than following the occurrence of a Discount Termination Event (as defined in the 2019 Preferred Unit Designations), the Sculptor Operating Partnerships have the option to redeem the 2019 Preferred Units at a 25% discount until March 31, 2021, and then at a 10% discount at any time between April 1, 2021 and March 30, 2022. Any mandatory payments as a result of the Cash Sweep will be entitled to the same discount. To the extent that the 2019 Preferred Units are not repaid in full prior to March 31, 2022, at the option of the holder thereof, all or any portion of the 2019 Preferred Units will be converted into Debt Securities in an aggregate principal amount equal to the Liquidation Value (as defined below) of such 2019 Preferred Units, with such Debt Securities having the same terms as the existing $200.0 million of Debt Securities.

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

Pursuant to the 2019 Preferred Unit Designations, distributions on the 2019 Preferred Units were payable on the liquidation preference amount on a cumulative basis at an initial distribution rate of 0% per annum until February 19, 2020 (the “Step Up Date”), after which the distribution rate increased to 6% per annum from the Step Up Date until the sixth anniversary of the Step Up Date, then continue to increase in stages thereafter to a maximum of 10% per annum on and after the eighth anniversary of the Step Up Date. The Company has the option to defer distributions on the 2019 Preferred Units, in which case such amount is added to the redemption value of the 2019 Preferred Units and such amounts would also be eligible for the redemption discount described above. The Company elected to do so for each of the payments due in the first half of 2020.

Following the occurrence of a change of control event, the Sculptor Operating Partnerships will redeem the 2019 Preferred Units at a redemption price equal to the liquidation preference plus all accumulated but unpaid distributions (collectively, the “Liquidation Value”). If the Sculptor Operating Partnerships fail to redeem all of the outstanding 2019 Preferred Units after such change of control event, the distribution rate will increase by 7% per annum, beginning on the 31st day following such event. Pursuant to the 2019 Preferred Unit Designations, the Sculptor Operating Partnerships will not be required to effect such redemption until the earlier of (i) the date that is 20 days following such change of control event and (ii) the payment in full of all loans and other obligations and the termination of all commitments under the 2018 Term Loan.

From and after March 31, 2022, if the amounts distributed to partners of the Sculptor Operating Partnerships in respect of their equity interests in the Sculptor Operating Partnerships (other than amounts distributed in respect of tax distributions or certain other distributions) or used for repurchase of units by such entities (or which were available but not used for such purposes) for the immediately preceding fiscal year exceed $100.0 million in the aggregate, then an amount equal to 20% of such excess shall be used to redeem the 2019 Preferred Units on a pro rata basis at a redemption price equal to the Liquidation Value. Furthermore, if the average closing price of the Company’s Class A Shares exceeds $150.00 per share for the previous 20 trading days from and after the Recapitalization Closing, the Sculptor Operating Partnerships have agreed to use their reasonable best efforts to redeem all of the outstanding 2019 Preferred Units as promptly as practicable. If such event occurs prior to the maturity date of the 2018 Term Loan and all obligations under the 2018 Term Loan have not been prepaid in accordance with the terms thereof, the Company has agreed to use its reasonable best efforts to obtain consents from its lenders in order to redeem the 2019 Preferred Units as promptly as practicable.

~~11.~~9. OTHER ASSETS, NET

The following table presents the components of other assets, net as reported in the consolidated balance sheets:


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020

		(dollars in thousands)							(dollars in thousands)
Fixed Assets:	Fixed Assets:					Fixed Assets:
Leasehold improvements	Leasehold improvements	$	52,798	$	52,798	Leasehold improvements	$	52,443	$	52,801
Computer hardware and software	Computer hardware and software	48,345		47,361		Computer hardware and software	52,870		50,085
Furniture, fixtures and equipment	Furniture, fixtures and equipment	8,411		8,411		Furniture, fixtures and equipment	8,411		8,411
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(77,336)		(73,730)		Accumulated depreciation and amortization	(81,310)		(80,833)
Fixed assets, net	Fixed assets, net	32,218		34,840		Fixed assets, net	32,414		30,464
Goodwill	Goodwill	22,691		22,691		Goodwill	22,691		22,691
Prepaid expenses	Prepaid expenses	16,766		18,507		Prepaid expenses	16,812		19,229
Other	Other	4,848		6,570		Other	8,096		10,116
Total Other Assets, Net	Total Other Assets, Net	$	76,523	$	82,608	Total Other Assets, Net	$	80,013	$	82,500

3028

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

~~12.~~10. OTHER LIABILITIES

The following table presents the components of other liabilities as reported in the consolidated balance sheets:


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020

		(dollars in thousands)							(dollars in thousands)
Legal provisions		$	136,000	$	19,100
Accrued expenses	Accrued expenses	14,142		19,275		Accrued expenses	$	12,452	$	16,904
Uncertain tax positions	Uncertain tax positions	8,250		8,250		Uncertain tax positions	8,250		8,250
Unused trade commissions	Unused trade commissions	4,765		5,192		Unused trade commissions	3,503		3,494
Other	Other	6,667		7,400		Other	7,947		10,864
Total Other Liabilities	Total Other Liabilities	$	169,824	$	59,217	Total Other Liabilities	$	32,152	$	39,512

~~13.~~11. REVENUES

The following table presents management fees and incentive income recognized as revenues for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:


											Three Months Ended March 31,
		Three Months Ended June 30, 2020						Three Months Ended June 30, 2019							2021				2020
		Management Fees		Incentive Income		Management Fees		Incentive Income			Management Fees		Incentive Income		Management Fees		Incentive Income

		(dollars in thousands)															(dollars in thousands)
Multi-strategy funds	Multi-strategy funds	$	29,214	$	34,540	$	34,219	$	30,800	Multi-strategy funds	$	36,348	$	25,984	$	32,373	$	1,824
Credit	Credit									Credit
Opportunistic credit funds	Opportunistic credit funds	11,233		2,750		10,704		2,069		Opportunistic credit funds	13,247		8,767		9,563		4,670
Institutional Credit Strategies	Institutional Credit Strategies	8,085		—		13,848		—		Institutional Credit Strategies	15,103		0		15,266		0
Real estate funds	Real estate funds	11,851		948		2,417		1,888		Real estate funds	9,263		13,053		9,743		2,828
Other	Other	—		—		212		—		Other	0		0		8		0
Total	Total	$	60,383	$	38,238	$	61,400	$	34,757	Total	$	73,961	$	47,804	$	66,953	$	9,322

3129

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

The following table presents ~~management fees and incentive income recognized as revenues for~~ the ~~six months ended June 30, 2020 and 2019:~~

Six Months Ended June 30, 2020 Six Months Ended June 30, 2019
Management Fees Incentive Income Management Fees Incentive Income
(dollars in thousands)
Multi-strategy funds $ 61,587 $ 36,364 $ 68,600 $ 45,784
Credit
Opportunistic credit funds 20,796 7,420 21,139 32,989
Institutional Credit Strategies 23,351 — 27,571 —
Real estate funds 21,594 3,776 7,249 9,182
Other 8 — 464 —
Total $ 127,336 $ 47,560 $ 125,023 $ 87,955

Six Months Ended June 30,
2020 2019
(dollars in thousands)
Beginning of Period $ 60,798 $ 61,397
Amounts collected during the period 5,235 11,338
Amounts recognized during the period (1,426) (6,427)
End of Period $ 64,607 $ 66,308


	March 31, 2021		December 31, 2020

	(dollars in thousands)
Management fees	$	23,516	$	25,937
Incentive income	58,782		513,686
Income and Fees Receivable	$	82,298	$	539,623

The Company recognizes management fees over the period in which the performance obligation is satisfied. The Company records incentive income when it is probable that a significant reversal of income will not occur. The majority of management fees and incentive income receivable at each balance sheet date is generally collected during the following quarter.

The following table presents the ~~composition of the~~ Company’s unearned income and fees ~~receivable~~ as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:


		June 30, 2020		December 31, 2019
							March 31, 2021		December 31, 2020
		(dollars in thousands)							(dollars in thousands)
Management fees	Management fees	$	35,806	$	25,726	Management fees	$	809	$	78
Incentive income	Incentive income	37,298		189,669		Incentive income	56,661		61,802
Income and Fees Receivable		$	73,104	$	215,395
Unearned Income and Fees						Unearned Income and Fees	$	57,470	$	61,880

A liability for unearned incentive income is generally recognized when the Company receives incentive income distributions from its funds, primarily its real estate funds, whereby the distributions received have not yet met the recognition threshold of being probable that a significant reversal of cumulative revenue will not occur. A liability for unearned management fees is generally recognized when management fees are paid to the Company on a quarterly basis in advance, based on the amount of assets under management at the beginning of the quarter. In the three months ended March 31, 2021, and 2020, the Company recognized $9.8 million and $2.1 million, respectively, of the beginning balance of unearned incentive income for each respective year. The Company recognized all of the beginning balances of unearned management fees during the respective quarter.

~~14.~~12. INCOME TAXES

The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

income earned and taxed in foreign jurisdictions, permanent differences, and the likelihood of recovering deferred tax assets existing as of the balance sheet date. The estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for interim periods is not indicative of the tax rate expected for a full year.

The Sculptor Operating Partnerships are partnerships for U.S. federal income tax purposes. The Registrant was a partnership for U.S. federal income tax purposes until the Corporate Classification Change on April 1, 2019. Prior to the Corporate Classification Change, only a portion of the income the Company earned has been subject to corporate-level income taxes in the United States and foreign jurisdictions. Following the Corporate Classification Change, generally all of the income the Registrant earns will be subject to corporate-level income taxes in the United States allowing us to realize a portion of our deferred tax assets on an accelerated basis as compared to under our prior structure.

The Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the Corporate Classification Change, inclusive of an analysis of tax basis and state tax implications of certain partnerships and their underlying assets and liabilities as of April 1, 2019. The Company’s estimate is based on the most recent information available; however, the impact of the conversion cannot be finally determined until the Company’s 2019 tax returns have been finalized. The Company does not currently expect such information to become available until the fourth quarter of 2020. The tax basis and state impact of the partnerships and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns, and the impact of the Corporate Classification Change may differ, possibly materially, from the current estimates described herein.SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

The following is a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Statutory U.S. federal income tax rate	Statutory U.S. federal income tax rate	21.00	%	21.00	%	21.00	%	21.00	%	Statutory U.S. federal income tax rate	21.00	%	21.00	%
Income passed through to noncontrolling interests	Income passed through to noncontrolling interests	4.76	%	15.38	%	-1.22	%	19.02	%	Income passed through to noncontrolling interests	0.24	%	-9.04	%
Nondeductible transaction costs		—	%	-2.85	%	—	%	-23.15	%
Tax effects of income recorded to equity in connection with the Recapitalization		—	%	—	%	—	%	17.18	%

Foreign income taxes	Foreign income taxes	-4.70	%	-34.29	%	-0.93	%	-25.05	%	Foreign income taxes	-3.16	%	3.99	%
RSU excess income tax benefit or expense	RSU excess income tax benefit or expense	-0.45	%	-15.57	%	0.01	%	-17.32	%	RSU excess income tax benefit or expense	-2.02	%	0.63	%
State and local income taxes	State and local income taxes	5.60	%	-160.11	%	3.80	%	-73.23	%	State and local income taxes	1.59	%	1.44	%
Income not subject to entity level tax		—	%	—	%	—	%	4.64	%

Nondeductible amortization of Partner Equity Units	Nondeductible amortization of Partner Equity Units	-3.00	%	-94.00	%	-2.70	%	-73.80	%	Nondeductible amortization of Partner Equity Units	-1.38	%	-2.31	%

Nondeductible interest expense	Nondeductible interest expense	-0.50	%	—	%	-0.47	%	—	%	Nondeductible interest expense	0	%	-0.45	%

Change in fair value of warrants										Change in fair value of warrants	-12.84	%	0	%
Other, net	Other, net	-1.62	%	6.40	%	-0.68	%	7.38	%	Other, net	0.77	%	0.56	%
Effective Income Tax Rate	Effective Income Tax Rate	21.09	%	-264.04	%	18.81	%	-143.33	%	Effective Income Tax Rate	4.20	%	15.82	%

The Company recognizes tax benefits for amounts that are “more likely than not” to be sustained upon examination by tax authorities. For uncertain tax positions in which the benefit to be realized does not meet the “more likely than not” threshold, the Company establishes a liability, which is included within other liabilities in the consolidated balance sheets. As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company had a liability for unrecognized tax benefits of $8.3 million. As of and for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company did not accrue interest or penalties related to uncertain tax positions. As of ~~June 30, 2020,~~March 31, 2021, the Company does not believe that there will be a significant change to the uncertain tax positions during the next 12 months. The Company’s total unrecognized tax benefits ~~that,~~ if recognized, would affect its ~~effective~~ tax ~~rate was~~expense by $4.8 million as of ~~June 30, 2020.~~

March 31, 2021.

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

~~15.~~13. GENERAL, ADMINISTRATIVE AND OTHER

The following table presents the components of general, administrative and other expenses as reported in the consolidated statements of ~~comprehensive income (loss):~~operations:


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020

		(dollars in thousands)													(dollars in thousands)
Occupancy and equipment	Occupancy and equipment	$	7,531	$	7,524	$	15,136	$	15,108	Occupancy and equipment	$	8,032	$	7,605
Information processing and communications	Information processing and communications	5,634		5,488		10,658		10,850		Information processing and communications	5,357		5,024
Professional services	Professional services	5,196		6,730		14,945		21,690		Professional services	4,428		9,749
Recurring placement and related service fees	Recurring placement and related service fees	3,680		3,503		10,172		6,845		Recurring placement and related service fees	4,351		6,492
Insurance	Insurance	2,126		2,172		4,256		4,324		Insurance	2,222		2,130
Business development	Business development	303		859		1,363		1,957		Business development	152		1,060
Foreign exchange gains		(281)		(402)		(310)		(354)
Other expenses	Other expenses	1,526		2,553		4,201		5,795		Other expenses	3,053		2,675
		25,715		28,427		60,421		66,215			27,595		34,735
Legal provisions		116,900		—		116,900		—

Foreign currency transaction gains										Foreign currency transaction gains	(219)		(29)
Total General, Administrative and Other	Total General, Administrative and Other	$	142,615	$	28,427	$	177,321	$	66,215	Total General, Administrative and Other	$	27,376	$	34,706

~~16. (LOSS) EARNINGS~~

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

14. LOSS PER CLASS A SHARE

Basic ~~(loss) earnings~~loss per Class A Share is computed by dividing the net ~~(loss) income~~loss attributable to Class A Shareholders by the weighted-average number of Class A Shares outstanding for the period.

For the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company included ~~557,070~~232,235 and ~~164,777~~566,136 RSUs respectively, that have vested but have not been settled in Class A Shares in the weighted-average Class A Shares outstanding used to calculate basic and diluted (loss) earnings per Class A Share. For the six months ended June 30, 2020 and 2019, the Company included 561,603 and 174,461 RSUs respectively, that have vested but have not been settled in Class A Shares in the weighted-average Class A Shares outstanding used to calculate basic and diluted (loss) earningsloss per Class A Share.

When calculating dilutive ~~(loss) earnings~~loss per Class A Share, the Company applies the treasury stock method to outstanding warrants and unvested ~~RSUs and~~RSUs. At the Sculptor Operating Group Level, the Company applies the if-converted method to vested Group A Units and vested Group E Units. ~~The~~For unvested Group A Units and unvested Group E Units, the Company applies the treasury stock method first to ~~unvested Group A Units and Group E Units and~~determine the ~~if-converted method on the resulting~~ number of incremental units that would be ~~issued.~~issuable and then applies the if-converted method to those resulting incremental units. The Company did not include the Group P Units or PSUs in the ~~calculations~~calculation of dilutive earnings (loss) ~~earnings~~ per Class A Share, as the applicable market performance conditions ~~have~~had not yet been met as of ~~June 30, 2020.~~the end of each reporting period presented below. The effect of dilutive securities on net income (loss) attributable to Class A Shareholders is presented net of tax.

The following tables present the computation of basic and diluted loss per Class A Share:


Three Months Ended March 31, 2021	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation

	(dollars in thousands, except per share amounts)
Basic	$	(20,293)	23,853,428	$	(0.85)
Effect of dilutive securities:
Group A Units	(19,362)		16,019,506			0
Group E Units	0		0			13,012,857
RSUs	0		0			3,702,394
Warrants	0		0			2,237,743
Diluted	$	(39,655)	39,872,934	$	(0.99)


Three Months Ended March 31, 2020	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units Excluded from Diluted Calculation

	(dollars in thousands, except per share amounts)
Basic	$	(28,267)	22,304,713	$	(1.27)
Effect of dilutive securities:
Group A Units	(20,416)		16,014,635			0
Group E Units	0		0			13,450,821
RSUs	0		0			4,169,785
Diluted	$	(48,683)	38,319,348	$	(1.27)

3432

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

~~The following tables present the computation of basic and diluted (loss) earnings per Class A Share:~~

Three Months Ended June 30, 2020 Net Loss Attributable to Class A Shareholders Weighted- Average Class A Shares Outstanding Loss Per Class A Share Number of Antidilutive Units Excluded from Diluted Calculation
(dollars in thousands, except per share amounts)
Basic $ (25,239) 22,590,084 $ (1.12)
Effect of dilutive securities:
Group A Units (42,982) 16,019,506 —
Group E Units — — 13,450,821
RSUs — — 4,278,779
Diluted $ (68,221) 38,609,590 $ (1.77)

Three Months Ended June 30, 2019 Net Loss Attributable to Class A Shareholders Weighted- Average Class A Shares Outstanding Loss Per Class A Share Number of Antidilutive Units Excluded from Diluted Calculation
(dollars in thousands, except per share amounts)
Basic $ (8,625) $ 20,722,510 $ (0.42)
Effect of dilutive securities:
Group A Units (8,146) 15,991,502 —
Group E Units — — 13,541,818
RSUs — — 4,882,433
Diluted $ (16,771) $ 36,714,012 $ (0.46)

Six Months Ended June 30, 2020 Net Loss Attributable to Class A Shareholders Weighted- Average Class A Shares Outstanding Loss Per Class A Share Number of Antidilutive Units Excluded from Diluted Calculation
(dollars in thousands, except per share amounts)
Basic $ (53,506) 22,447,399 $ (2.38)
Effect of dilutive securities:
Group A Units (63,398) 16,017,071 —
Group E Units — — 13,450,821
RSUs — — 4,224,282
Diluted $ (116,904) 38,464,470 $ (3.04)

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

Six Months Ended June 30, 2019 Net Income Attributable to Class A Shareholders Weighted- Average Class A Shares Outstanding Earnings Per Class A Share Number of Antidilutive Units Excluded from Diluted Calculation
(dollars in thousands, except per share amounts)
Basic $ 28,458 20,599,616 $ 1.38
Effect of dilutive securities:
Group A Units — — 18,018,619
Group E Units — 5,291,581 —
RSUs — 50,908 —
Diluted $ 28,458 25,942,105 $ 1.10

~~17.~~15. RELATED PARTY TRANSACTIONS

Due from Related Parties

Amounts due from related parties relate primarily to amounts due from the funds for expenses paid on their behalf. These amounts are reimbursed to the Company on an ongoing basis.

Due to Related Parties

Amounts due to related parties relate primarily to future payments owed to current and former executive managing directors and Ziff Investors Partnership, L.P. II and certain of its affiliates and control persons (the “Ziffs”) under the tax receivable agreement, as discussed further in Note ~~18.~~16. The Company made payments totaling $7.2 million, and $18.2 million under the tax receivable agreement (inclusive of interest thereon) in the ~~six months ended June 30, 2020. No payments were made in the~~ three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and three and six months ended June 30, 2019.~~respectively.

Management Fees and Incentive Income Earned from Related Parties and Waived Fees

The Company earns substantially all of its management fees and incentive income from the funds, which are considered related parties as the Company manages the operations of and makes investment decisions for these funds.

As of ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, approximately ~~$929.2~~$916.6 million and ~~$1.1 billion~~$869.8 million of the Company’s assets under management represented investments by the Company, its executive managing directors, employees and certain other related parties in the Company’s funds. As of ~~June 30,~~March 31, 2021 and 2020, approximately 52% and ~~2019, approximately 48% and 30%~~43%, respectively, of these assets under management were not charged management fees or incentive income. The following table presents management fees and incentive income charged on investments held by the Company’s executive managing directors, employees and certain other related parties:


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020

		(dollars in thousands)													(dollars in thousands)
Fees charged on investments held by related parties:	Fees charged on investments held by related parties:									Fees charged on investments held by related parties:
Management fees	Management fees	$	833	$	1,671	$	1,899	$	4,396	Management fees	$	972	$	1,066
Incentive income	Incentive income	$	94	$	3,207	$	431	$	4,768	Incentive income	$	1,979	$	337

~~Other~~Commitment to Purchase Interest in BharCap Sponsor LLC.

In March 2021, the Company committed to acquire a non-controlling membership interest of BharCap Sponsor LLC, an entity managed by a member of the Company’s board of directors. In connection with the ~~Recapitalization,~~anticipated initial public offering of BharCap Acquisition Corp., a newly organized blank check company, BharCap Sponsor LLC purchased shares of BharCap Acquisition Corp.’s Class B common stock and has committed to purchase warrants in a private placement that will close simultaneously with the Company paid for Mr. Och’s expenses incurred in connection with these transactions in the amount of $5.0 million, of which $4.5 million was incurred in the fourth quarter of 2018 and the remainder in

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

~~the first quarter of 2019. In addition, the Company will pay for reasonable expenses, if any, incurred by holders~~closing of the ~~2019 Preferred Units in connection with protecting the interests or enforcing the rights~~initial public offering of ~~such securities.~~BharCap Acquisition Corp.

~~18.~~16. COMMITMENTS AND CONTINGENCIES

Tax Receivable Agreement

The purchase of Group A Units from current and former executive managing directors and the Ziffs with the proceeds from the 2007 Offerings, and subsequent taxable exchanges by them of Partner Equity Units for Class A Shares on a one-for-one basis (or, at the Company’s option, a cash equivalent), resulted, and, in the case of future exchanges, are anticipated to result, in an increase in the tax basis of the assets of the Sculptor Operating Group that would not otherwise have been available. The Company anticipates that any such tax basis adjustment resulting from an exchange will be allocated principally to certain

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

intangible assets of the Sculptor Operating Group, and the Company will derive its tax benefits principally through amortization of these intangibles over a 15-year period. Consequently, these tax basis adjustments will increase, for tax purposes, the Company’s depreciation and amortization expenses and will therefore reduce the amount of tax that Sculptor Corp and any other future corporate taxpaying entities that acquire Group B Units in connection with an exchange, if any, would otherwise be required to pay in the future. Accordingly, pursuant to the tax receivable agreement, such corporate taxpaying entities (including Sculptor Capital Management, Inc. once it became treated as a corporate taxpayer following the Corporate Classification Change) have agreed to pay the executive managing directors and the Ziffs a percentage of the amount of cash savings, if any, in federal, state and local income taxes in the ~~United States~~U.S. that these entities actually realize related to their units as a result of such increases in tax basis. For tax years prior to 2019, such percentage was 85% of such annual cash savings under the tax receivable agreement.

In connection with the Recapitalization, the Company amended the tax receivable agreement to provide that, conditioned on Sculptor Capital Management, Inc. electing to be classified as, or converting into, a corporation for U.S. tax purposes, (i) no amounts are due or payable with respect to the 2017 tax year, (ii) only partial payments equal to 85% of the excess of such cash savings that would otherwise be due over 85% of such cash savings determined assuming that taxable income equals Economic Income are due and payable in respect of the 2018 tax year and (iii) the percentage of cash savings required to be paid with respect to the 2019 tax year and thereafter, as well as with respect to cash savings from subsequent exchanges, is reduced to 75%. The amendment to the tax receivable agreement was effective on April 1, 2019, the date on which the Registrant changed its tax classification from a partnership to a corporation. As a result of the amendment to the tax receivable agreement, the Company released $67.2 million of previously accrued tax receivable agreement liability, which reduced its deferred income tax assets by $16.3 million. The net impact of $51.0 million was recognized as an increase to additional paid-in capital.

In connection with the departure of certain former executive managing directors since the 2007 Offerings, the right to receive payments under the tax receivable agreement by those former executive managing directors was contributed to the Sculptor Operating Group. As a result, the Company expects to pay to the other executive managing directors and the Ziffs approximately 69% of the amount of cash savings, if any, in federal, state and local income taxes in the ~~United States~~U.S. that the Company realizes as a result of such increases in tax basis with respect to future tax years. To the extent that the Company does not realize any cash savings, it would not be required to make corresponding payments under the tax receivable agreement.

The Company recorded its initial estimate of future payments under the tax receivable agreement as a decrease to additional paid-in capital and an increase in amounts due to related parties in the consolidated financial statements. Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated statements of ~~comprehensive income (loss).~~operations.

The estimate of the timing and the amount of future payments under the tax receivable agreement involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that Sculptor Corp will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments. The actual timing and amount of any actual payments under the tax receivable agreement will vary based upon these and a number of other factors. As of March 31, 2021, the estimated future payment under the tax receivable agreement was $182.5 million, which is recorded in due to related parties on the consolidated balance sheets.

3734

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2020~~MARCH 31, 2021

agreement will vary based upon these and a number of other factors. As of June 30, 2020, the estimated future payment under the tax receivable agreement was $187.5 million, which is recorded in due to related parties on the consolidated balance sheets.

The table below presents management’s estimate as of ~~June 30, 2020,~~March 31, 2021, of the maximum amounts that would be payable under the tax receivable agreement assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. The impact of any net operating losses is included in the “Thereafter” amount in the table below.


		Potential Payments Under Tax Receivable Agreement			Potential Payments Under Tax Receivable Agreement
		(dollars in thousands)			(dollars in thousands)
July 1, 2020 to December 31, 2020		$	11,796
2021		1,539
April 1, 2021 to December 31, 2021				April 1, 2021 to December 31, 2021	$	20,037
2022	2022	26,069		2022	3,006
2023	2023	41,769		2023	26,266
2024	2024	40,774		2024	20,008
2025				2025	24,396
2026				2026	27,192
Thereafter	Thereafter	65,514		Thereafter	61,589
Total Payments	Total Payments	$	187,461	Total Payments	$	182,494

Litigation

From time to time, the Company is involved in litigation and claims incidental to the conduct of the Company’s business. The Company is also subject to extensive scrutiny by regulatory agencies globally that have, or may in the future have, regulatory authority over the Company and its business activities. This has resulted, or may in the future result, in regulatory agency investigations, litigation and subpoenas and costs related to each.

In U.S. v. Oz Africa Management GP, LLC, Cr. No. 16-515 (NGG) (EDNY), on ~~February 20, 2018, certain former shareholders of Africo Resources Ltd. (the “Claimants”) filed a letter with~~November 4, 2020, the U.S. District Court for the Eastern District of New York (the “Court”) ~~stating they plan to seek~~ordered restitution atconsistent with the ~~sentencing hearing for~~terms of the settlement agreement between Oz Africa Management GP, LLC (“Oz Africa”)~~. On August~~ and certain former shareholders of Africo Resources Ltd. (the “Claimants”), and imposed a sentence otherwise consistent with the Plea Agreement, dated September 29, 2019, the court filed a Memorandum & Order in which it found that the claimants qualify as “victims” under the Mandatory Victims Restitution Act and directed the parties to submit briefs regarding the calculation of restitution, among other issues.

~~At a conference on July 23, 2020,~~2016, between Oz Africa ~~the Claimants~~ and the ~~U.S.~~ Department of Justice (the “DOJ”) discussed a potential settlement framework with the Honorable Nicholas Garaufis of the U.S. District Court for the Eastern District of New York. If the Court approves this framework, then settlement terms would be presented to the Court for approval. Oz Africa and the Claimants have conditionally agreed in principle on a restitution amount of $136.0 million. The proposed settlement remains subject to (i) final negotiation and signing of a formal settlement agreement, which will only be entered into if the Court approves the settlement framework; and (ii) the subsequent approval by the Court of the restitution amount.

~~SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~JUNE 30, 2020~~

In line with the settlement discussions, Oz Africa has recorded a $136.0 million accrual in the matter, of which $116.9 million was recorded this quarter. Prior to settlement discussions, Claimants, the DOJ and Oz Africa each submitted differing calculations relating to restitution. Claimants have taken the position that the value of the mining rights at issue to Africo Resources Ltd. (in which the Claimants were shareholders) was $421.8 million, the DOJ indicated that the value of the portion of the mining rights held by Africo Resources Ltd. could be as high as $151.5 million, but did not submit a proposed restitution figure, and Oz Africa took the view that the Claimants’ losses should be valued by the loss to the publicly-traded value of their Africo Resources Ltd. shares, which formed the basis for the Company’s previous $19.1 million accrual. If the matter is not resolved pursuant to the proposed settlement framework, it is possible that losses may exceed the currently-accrued amount.

~~Additionally, on January 23, 2020, the Company entered into an amendment to the Deferred Prosecution Agreement (the “DPA”) with the DOJ and the~~ U.S. Attorney’s Office for the Eastern District of New York ~~that extended~~(the “USAO”). Per the ~~term~~Court’s sentence and the settlement agreement, Oz Africa paid approximately $138.0 million to former shareholders of Africo Resources Ltd. Additionally, the Deferred Prosecution Agreement (the “DPA”) between the Company, the DOJ and the USAO was terminated shortly thereafter.

With completion of the DPA until 61 days after the entry of a final judgment by the U.S. District Court for the Eastern District of New York in the matter of U.S. v. Oz Africa Management GP, LLC, Cr. No. 16-515 (NGG) (EDNY). The amendment makes no other material changes to the DPA. The extension is based solely on the voluntary agreement of the parties and is not premised on any non-compliance byforegoing events, the Company ~~with the DPA.~~has put all legal issues stemming from legacy dealings in Africa behind it.

Investment Commitments

The Company has unfunded capital commitments of ~~$86.1~~$75.2 million to certain funds it manages. Approximately ~~$60.2~~$52.8 million of these commitments will be funded by contributions to the Company from certain employees and executive managing directors. The Company expects to fund these commitments over the approximately next ~~eight~~seven years. In addition, certain current and former executive managing directors of the Company, collectively, have unfunded capital commitments to funds managed by the Company of up to ~~$14.9~~$35.3 million. The Company has guaranteed these commitments in the event any executive managing director fails to fund any portion when called by the fund. The Company has historically not funded any of these commitments and does not expect to in the future, as these commitments are expected to be funded by the Company’s executive managing directors individually.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

In addition, in March 2021, the Company committed to acquire a non-controlling membership interest of BharCap Sponsor LLC., see Note 15 for additional details.

Other Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

Additionally, the Company has agreements with certain of the funds it manages to reimburse certain expenses in excess of an agreed-upon cap. During the three months ended March 31, 2021 and 2020 these amounts were not material.

17. SUBSEQUENT EVENTS

Dividend

On May 5, 2021, the Company announced a cash dividend of $0.30 per Class A Share. The dividend is payable on May 25, 2021, to holders of record as of the close of business on May 18, 2021.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes included in Item 1 of this quarterly report and with our audited consolidated financial statements and the related notes included in our Annual Report. In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described under the heading “Forward-Looking Statements” in this report, and under the heading “Item 1A. Risk Factors” in this quarterly report and in our Annual Report, and in other reports we file with the SEC, that could cause actual results to differ materially from the results ~~described~~describe in or implied by the forward-looking statements contained in the following discussion and analysis. An investment in our Class A Shares is not an investment in any of our funds.

Overview

COVID-19 Pandemic

In 2020, the ~~first half of 2020, a novel strain of coronavirus (“COVID-19”)~~COVID-19 pandemic spread across the world, resulting in a wide-spread economic downturn. As a result, in the first quarter of 2020, our funds experienced significant performance-related depreciation, which had a negative impact on our incentive income during the first quarter of 2020. In the second quarter of 2020, we generated stronger returns across the majority of our strategies and positions that offset the majority of our first quarter losses. To the extent that we have performance-related depreciation at year-end, it could have a material impact on our ability to earn incentive income in 2020, as well as in future years until the losses are recovered for continuing fund investors.

In addition, in the first half of 2020, we experienced unrealized losses on our risk retention investments held in certain of the CLOs that we manage. While we are required to hold these investments for the entire duration of the CLOs, to the extent that cash flows in the CLOs deteriorate, we could experience declining interest income and impairments on these investments.

A portion of the management fees we earn from our CLOs is subordinated to other obligations of the CLOs, including principal and interest on the notes issued by the CLOs. When certain overcollateralization tests are triggered, cash flows received on the underlying collateral in the CLOs that would have otherwise been distributed as subordinated management fees due to us are redirected to pay principal and interest on the more senior obligations of the CLOs. In the second quarter of 2020, driven by the market and economic impacts of the ongoing COVID-19 pandemic and resulting ratings downgrades and defaults on certain of the collateral held by CLOs, the impacted CLOs failed to satisfy one or more overcollateralization tests, and as a result we stopped recognizing management fees for these CLOs until the collateral tests are remedied and such fees are paid. In the event the persistent market conditions do not sufficiently recover over the life cycle of these CLOs, our management fees from our securitization vehicles will continue to deteriorate. We will continue to evaluate our ability to collect these and any future fees; however, to the extent the overcollateralization tests in our CLOs have not resolved, the amount of fees deferred would continue to increase, which may negatively impact our liquidity and the amounts we recognize as revenue in future periods.

~~We have also evaluated our long-lived assets, including operating lease assets and goodwill, and have not identified any impairments to these assets as of June 30, 2020.~~

~~We have~~ successfully executed aour business continuity plan and continued ~~our~~ operations with no material interruptions by implementing a work from home model as necessary to protect the health and well-being of our employees and in response to mandated precautions, where applicable. ~~In addition, we have~~We also reached out to our critical vendors to ensure that they are well positioned to operate during the pandemic. We rely significantly on the effectiveness of our information technology infrastructure to continue our operations and to continue to maintain appropriate controls over operations, treasury function, accounting and financial reporting.

~~Due~~The COVID-19 pandemic impacted our results negatively in the first quarter of 2020, and those impacts mostly reversed in the subsequent quarters. In the quarters following the first quarter of 2020 through the first quarter of 2021, we generated strong returns and continued to grow our assets under management. However, due to the uncertainty over the timing and extent of any possible global economic recovery, we cannot readily estimate or determine the effects that the ongoing COVID-19 pandemic will ultimately have on our future business and financial ~~results.~~results, as well as on our liquidity and capital resources. Please see the COVID-19 commentary included throughout this MD&A, including “—Liquidity and Capital ~~Resources”~~Resources,” “Part I—Item 1A. Risk Factors” and Note 1 to our consolidated financial statements included in our Annual Report for additional information.

2020 Credit Agreement

On September 25, 2020, we entered into a new financing facility, the 2020 Credit Agreement, consisting of (i) a senior secured term loan facility in an initial aggregate principal amount of $320.0 million (the “2020 Term Loan”) and (ii) a senior secured revolving credit facility in an initial aggregate principal amount of $25.0 million (the “2020 Revolving Credit Facility”). Upon the closing of the 2020 Credit Agreement in the fourth quarter of 2020, we used the proceeds from the 2020 Term Loan to repay in full our existing 2018 Term Loan and Debt Securities, as well as ~~“Item 1A. Risk Factors”~~to redeem the 2019 Preferred Units in ~~this quarterly report~~full, which allowed us to capture $62.3 million of negotiated discounts available under the Debt Securities and the 2019 Preferred Units. In connection with the 2020 Credit Agreement, we issued warrants to purchase approximately 4.3 million Class A Shares and provided the counterparty a seat on our Board of Directors. Through March 31, 2021, we voluntarily prepaid an aggregate of $175.0 million of the 2020 Term Loan, leaving a balance of $145.0 million, which is due at maturity. As a result of the prepayments, we are no longer subject to the cash sweep or financial maintenance covenants other than the $20.0 billion minimum fee-paying assets under management covenant. The 2020 Revolving Credit Facility remains undrawn and available for working capital and general corporate purposes. Please see “—Liquidity and Capital Resources” for additional ~~information on these impacts and the potential impacts on our results of operations and financial position.~~

information.

Overview of Our Financial Results

We reported a GAAP net loss ~~attributable to Class A Shareholders~~ of ~~$25.2 million for the second quarter of 2020, compared to a net loss of $8.6 million for the second quarter of 2019, and GAAP net loss of $53.5~~$20.3 million in the first ~~half~~quarter of ~~2020,~~2021, compared to net ~~income~~loss of ~~$28.5~~$28.3 million in the first ~~half of 2019.~~

~~The increase in net loss attributable to Class A Shareholders for the second~~ quarter of 2020 was primarily due to higher legal provisions and lower revenues, partially offset by lower income tax expense, higher unrealized gains on our investments, lower equity-based compensation expense, a2020. The decrease ~~related to a change in tax receivable agreement liability in the prior year, as well as reductions across various operating expense categories.~~

~~The increase~~ in net loss attributable to Class A Shareholders for the first ~~half~~quarter of ~~2020~~2021 was primarily due to higher ~~legal provisions, lower~~ incentive income and ~~unrealized losses~~management fees, higher gains on ~~our~~ investments and lower operating expenses, partially offset by ~~lower~~change in fair value of warrant liabilities, losses on retirement of debt, higher bonus expense, and higher income tax expense, lower equity-based compensation, and lower professional services expenses, driven by higher legal and accounting fees incurred in connection with the Recapitalization in the prior-year period. Also impacting our results to Class A Shareholders was an adjustment to the redemption value of Preferred Units recognized in connection with the Recapitalization in the first quarter of 2019 that increased net income attributable to Class A Shareholders in the first half of 2019 by $44.4 million. In the first half of 2020, an adjustment of $3.3 million to the redemption value of the Preferred Units related to the accrual of distributions on the units decreased amounts attributable to Class A Shareholders in the first half of 2020.expense. Please see “—Results of Operations” for detailed discussion of the drivers of our results.

Economic Income was a loss of $84.2 million for the second quarter of 2020, compared to income of $32.4 million for the second quarter of 2019. This decline was primarily due to legal provisions recorded in the second quarter of 2020, lower interest income, and higher interest expense, partially offset by an increase in incentive income, as well as reductions across various operating expense categories.

Economic Income was ~~a loss of $81.9~~$40.9 million in the first ~~half~~quarter of ~~2020,~~2021, compared to ~~income of $70.2~~$2.3 million in the first ~~half~~quarter of ~~2019.~~2020. This increase ~~in loss~~ was primarily due to higher ~~legal provisions, as well as lower~~ incentive income and management fees and lower ~~interest income, and higher interest expense,~~operating expenses, partially offset by ~~lower professional services expenses, driven by~~ higher legal and accounting fees incurred in connection with the Recapitalization in the prior-year period, lower compensation and benefits expense, as well as reductions across various operating expense categories. Please see “—Economic Income Analysis” for detailed discussion of the drivers of our results. bonus expense.

Economic Income is a non-GAAP measure. For additional information regarding non-GAAP measures, as well as for a discussion of the drivers of the year-over-year change in Economic Income, please see “—Economic Income Analysis.”

Overview of Assets Under Management and Fund Performance

Assets under management totaled ~~$35.4~~$37.4 billion as of ~~June 30, 2020.~~March 31, 2021. Longer-dated assets under management, which are those subject to initial commitment periods of three years or longer, were ~~$24.5~~$25.0 billion, comprising ~~69%~~67% of our total assets under management as of ~~June 30, 2020. Assets under management in our dedicated credit, real estate and other strategy-specific funds were $26.0 billion, comprising 73% of~~March 31, 2021. This amount excludes assets under management asthat had initial commitment periods of ~~June 30, 2020.~~three year or longer and subsequently moved to shorter commitment periods at the end of their initial commitment period.

Assets under management in our multi-strategy funds totaled ~~$9.4~~$10.9 billion as of ~~June 30, 2020, decreasing $373.6 million,~~March 31, 2021, increasing $2.5 billion, or 4%29%, year-over-year. This change was driven by performance-related appreciation of $2.7 billion, partially offset by net capital outflows of ~~$974.6~~$175.9 million, primarily in the Sculptor Master Fund, our largest multi-strategy fund, and $56.2 million of distributions to investors in certain smaller funds that we have decided to close. These decreases were partially offset by performance-related appreciation of $657.2 million.fund.

Sculptor Master Fund generated a gross return of ~~8.2%~~4.8% and a net return of ~~6.0%~~3.6% year-to-date through ~~June 30, 2020. Sculptor Master Fund generated~~March 31, 2021. Idiosyncratic gains from high conviction positions within corporate credit, structured credit and convertible and derivative arbitrage drove the positive ~~performance across all strategies in the second quarter, lifted by a broad rebound in risk assets which helped to deliver strong~~ performance in the ~~majority~~first quarter of positions we added at the onset of the COVID-19 crisis. Our active repositioning of the portfolio amidst record volatility and diverging markets was also meaningful in contributing to a second quarter return that drove Sculptor Master Fund to year-to-date gains.2021. Please see “—Assets Under Management and Fund Performance—Multi-Strategy Funds” for additional information regarding the returns of the Sculptor Master Fund.

Assets under management in our dedicated credit products totaled ~~$21.3~~$22.2 billion as of ~~June 30, 2020,~~March 31, 2021, increasing ~~$534.7 million,~~$1.3 billion, or 3%6%, year-over-year. Assets under management in our opportunistic credit funds totaled ~~$5.9~~$6.6 billion as of ~~June 30, 2020, decreasing $145.8 million,~~March 31, 2021, increasing $1.6 billion, or 2%33%, year-over-year. This ~~change~~ was driven by ~~$381.5~~$1.4 billion of performance-related appreciation and $359.6 million of ~~performance-related depreciation, and $15.2~~net inflows, partially offset by $187.4 million of distributions in our closed-end opportunistic credit funds. ~~These decreases were partially offset by $250.8 million of net inflows.~~

Sculptor Credit Opportunities Master Fund, our global opportunistic credit fund, generated a gross return of ~~-10.2%~~8.7% and a net return of ~~-11.4%~~7.2% year-to-date through ~~June 30, 2020. In a similar manner to~~March 31, 2021. Idiosyncratic, less correlated high-yielding special situations and process-driven investments drove Sculptor Credit Opportunities Master Fund’s strong performance in the ~~multi-strategy funds, the recovery~~first quarter of ~~credit markets during the quarter propelled returns, particularly amongst the investments we made as a result of the mispricings during the market downturn.~~2021. Assets under management for the fund were ~~$1.7~~$2.5 billion as of ~~June 30, 2020.~~March 31, 2021.

Assets under management in Institutional Credit Strategies totaled ~~$15.4~~$15.7 billion as of ~~June 30, 2020, increasing $680.6~~March 31, 2021, decreasing $342.0 million, or 5%2%, year-over-year. ~~The increase~~This was driven primarily by ~~the launch of various aircraft securitizations and a CBO, partially offset by a reduction in assets under management related to~~ a decrease in the number of aircraft serving as collateral in ancertain of our aircraft securitization ~~vehicle and~~vehicles, as well as changes in underlying collateral ~~value and distributions.~~values, partially offset by the launch of additional CLOs.

Assets under management in our real estate funds totaled ~~$4.7~~$4.3 billion as of ~~June 30, 2020,~~March 31, 2021, increasing ~~$1.8 billion,~~$260.9 million, or ~~62%~~7%, year-over-year primarily due to ~~the launch~~additional closings of Sculptor Real Estate Fund IV, ~~during the fourth quarter of 2019,~~ which had its final closing in the second quarter of 2020, ~~and related co-investment vehicles,~~ partially offset by ~~$1.3 billion~~$776.5 million of distributions and other reductions, primarily related to the expiration of the investment period of Sculptor Real Estate Credit Fund ~~III and related co-investment vehicles.~~I in the fourth quarter of 2020. Since inception through ~~June 30, 2020,~~March 31, 2021, the gross internal rate of return (“IRR”) was ~~28.3%~~27.8% and ~~18.4%~~18.2% net for Sculptor Real Estate Fund III (for which the investment period ended in September 2019).

Assets Under Management and Fund Performance

Our financial results are primarily driven by the combination of our assets under management and the investment performance of our funds. Both of these factors directly affect the revenues we earn from management fees and incentive income. Growth in assets under management due to capital placed with us by investors in our funds and positive investment performance of our funds drive growth in our revenues and earnings. Conversely, poor investment performance slows our growth by decreasing our assets under management and increasing the potential for redemptions from our funds, which would have a negative effect on our revenues and earnings.

We typically accept capital from new and existing investors in our multi-strategy and certain open-end opportunistic credit funds on a monthly basis on the first day of each month. Investors in these funds (other than with respect to capital invested in Special Investments) typically have the right to redeem their interests in a fund following an initial lock-up period of one to four years. Following the expiration of these lock-up periods, subject to certain limitations, investors may redeem capital generally on a quarterly or annual basis upon giving 30 to 90 days’ prior written notice. The lock-up requirements for our funds may generally be waived or modified at the sole discretion of each fund’s general partner or board of directors, as applicable.

With respect to investors with quarterly redemption rights, requests for redemptions submitted during a quarter generally reduce assets under management on the first day of the following quarter. Accordingly, quarterly redemptions generally will have no impact on management fees during the quarter in which they are submitted. Instead, these redemptions will reduce management fees in the following quarter. With respect to investors with annual redemption rights, redemptions paid prior to the end of a quarter impact assets under management in the quarter in which they are paid, and therefore impact management fees for that quarter.

Investors in our closed-end credit funds, securitization vehicles, real estate and certain other funds are not able to redeem their investments. In those funds, investors generally make a commitment that is funded over an investment period (or at launch for our securitization vehicles). Upon the expiration of the investment period, the investments are then sold or realized over time, and distributions are made to the investors in the fund.

In a declining market, during periods when the hedge fund industry generally experiences outflows, or in response to specific company events, we could experience increased redemptions and a consequent reduction in our assets under management. Over the past few years, our assets under management have declined and this trend may continue to some extent

for some period of time in light of the 2016 settlements and the global economic downturn as a result of the ongoing COVID-19 pandemic. Throughout the latter part of 2017 and 2018, net outflows from our multi-strategy funds began to normalize and were partially offset by growth in our Institutional Credit Strategies business, as well as positive fund performance. However, in the first quarter of 2020 our funds experienced significant performance-related depreciation due to the unprecedented market events that unfolded as a result of the COVID-19 pandemic. Although the majority of our first quarter losses were offset by stronger returns during the second quarter of 2020, the ongoing COVID-19 pandemic has affected almost every segment of the global economy and may have a negative impact on our assets under management, management fees and incentive income in future periods.

Information with respect to our assets under management throughout this report, including the tables set forth below, includes investments by us, our executive managing directors, employees and certain other related parties. As of ~~June 30, 2020,~~March 31, 2021, approximately 3%2% of our assets under management represented investments by us, our executive managing directors, employees and certain other related parties in our funds. As of that date, approximately ~~48%~~52% of these affiliated assets under management are not charged management fees and are not subject to an incentive income calculation. Additionally, to the extent that a fund is an investor in another fund, we waive or rebate a corresponding portion of the management fees charged to the fund.

As further discussed below in “—Understanding Our Results—Revenues—Management Fees,” we generally calculate management fees based on assets under management as of the beginning of each quarter. The assets under management in the tables below are presented net of management fees and incentive income as of the end of the period. Accordingly, the assets under management presented in the tables below are not the amounts used to calculate management fees for the respective periods.

Appreciation (depreciation) in the tables below reflects the aggregate net capital appreciation (depreciation) for the entire period and is presented on a total return basis, net of all fees and expenses (except incentive income on Special Investments), and includes the reinvestment of all dividends and other income. Management fees and incentive income vary by product. Appreciation (depreciation) within Institutional Credit Strategies includes the effects of changes in the par value of the underlying collateral of the CLOs and CBO, foreign currency translation changes in the measurement of assets under management of our European CLOs and changes in the portfolio appraisal values for aircraft securitizations.

Summary of Changes in Assets Under Management

The tables below present the changes to our assets under management for the respective periods based on the type of funds or investment vehicles we manage.


		Three Months Ended June 30, 2020																			Three Months Ended March 31, 2021
		March 31, 2020		Inflows / (Outflows)		Distributions / Other Reductions		Appreciation / (Depreciation)		June 30, 2020			December 31, 2020		Inflows / (Outflows)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(1)		March 31, 2021

		(dollars in thousands)																			(dollars in thousands)
Multi-strategy funds	Multi-strategy funds	$	8,460,210	$	(108,540)	$	(12,373)	$	1,062,462	$	9,401,759	Multi-strategy funds	$	10,504,024	$	78,237	$	(723)	$	337,195	$	—	$	10,918,733
Credit	Credit											Credit
Opportunistic credit funds	Opportunistic credit funds	4,944,832		472,037		(15)		463,272		5,880,126		Opportunistic credit funds	6,287,777		(117,077)		(5,600)		387,399		—		6,552,499
Institutional Credit Strategies	Institutional Credit Strategies	15,994,399		22,254		(619,430)		2,072		15,399,295		Institutional Credit Strategies	15,697,827		303,522		(40,698)		209		(308,431)		15,652,429
Real estate funds	Real estate funds	3,989,821		775,229		(27,879)		(627)		4,736,544		Real estate funds	4,308,648		139,140		(198,356)		1,325		—		4,250,757
Other		1,214		4		(448)		—		770

Total	Total	$	33,390,476	$	1,160,984	$	(660,145)	$	1,527,179	$	35,418,494	Total	$	36,798,276	$	403,822	$	(245,377)	$	726,128	$	(308,431)	$	37,374,418

4339

Three Months Ended June 30, 2019
March 31, 2019 Inflows / (Outflows) Distributions / Other Reductions Appreciation / (Depreciation) June 30, 2019
(dollars in thousands)
Multi-strategy funds $ 10,292,551 $ (848,872) $ (5,699) $ 337,415 $ 9,775,395
Credit
Opportunistic credit funds 5,787,118 188,858 (5,204) 55,183 6,025,955
Institutional Credit Strategies 13,365,643 1,460,664 (1,986) (105,580) 14,718,741
Real estate funds 2,652,488 279,085 (10,048) — 2,921,525
Other 224,146 — (6,296) — 217,850
Total $ 32,321,946 $ 1,079,735 $ (29,233) $ 287,018 $ 33,659,466


		Six Months Ended June 30, 2020																			Three Months Ended March 31, 2020
		December 31, 2019		Inflows / (Outflows)		Distributions / Other Reductions		Appreciation / (Depreciation)		June 30, 2020			December 31, 2019		Inflows / (Outflows)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(1)		March 31, 2020

		(dollars in thousands)																			(dollars in thousands)
Multi-strategy funds	Multi-strategy funds	$	9,332,118	$	(318,214)	$	(17,819)	$	405,674	$	9,401,759	Multi-strategy funds	$	9,332,118	$	(209,674)	$	(5,446)	$	(656,788)	$	—	$	8,460,210
Credit	Credit											Credit
Opportunistic credit funds	Opportunistic credit funds	6,025,306		192,762		(15)		(337,927)		5,880,126		Opportunistic credit funds	6,025,306		(279,275)		—		(801,199)		—		4,944,832
Institutional Credit Strategies	Institutional Credit Strategies	15,710,319		419,246		(619,436)		(110,834)		15,399,295		Institutional Credit Strategies	15,710,319		396,992		(6)		(1,257)		(111,649)		15,994,399
Real estate funds	Real estate funds	3,393,876		1,422,105		(69,269)		(10,168)		4,736,544		Real estate funds	3,393,876		646,876		(41,390)		(9,541)		—		3,989,821
Other	Other	8,311		20		(7,561)		—		770		Other	8,311		16		(7,113)		—		—		1,214
Total	Total	$	34,469,930	$	1,715,919	$	(714,100)	$	(53,255)	$	35,418,494	Total	$	34,469,930	$	554,935	$	(53,955)	$	(1,468,785)	$	(111,649)	$	33,390,476

_______________

(1)Includes the effects of changes in the par value of the underlying collateral of the CLOs, foreign currency translation changes in the measurement of assets under management of our European CLOs and changes in the portfolio appraisal value for aircraft securitization vehicles.

In the three months ended March 31, 2021, our funds experienced performance-related appreciation of $726.1 million, net inflows of $403.8 million and a decrease of $308.4 million primarily due to the effects of changes in par value of underlying collateral of the CLOs. The net inflows were comprised of (i) $942.1 million of gross inflows, driven by $486.4 million in multi-strategy funds, primarily due to new assets into the Sculptor Master Fund, and $304.0 million in Institutional Credit Strategies, primarily driven by the launch of an additional CLO; and (ii) $538.2 million of gross outflows due to redemptions, primarily in our multi-strategy and opportunistic credit funds. Distributions and other reductions of $245.4 million were driven primarily by $198.4 million of distributions from our real estate funds as a result of realizations in our real estate funds. In 2021, excluding securitization vehicles within Institutional Credit Strategies, our largest sources of gross inflows were from corporate and other institutions and pensions, while pensions and fund-of-funds were the largest source of gross outflows.

As of May 1, 2021, estimated assets under management decreased to $36.8 billion, driven by $707.7 million of distributions and other reductions to investors in certain funds, paydowns in our CLOs and a wind down of one of our CLOs, and $248.2 million of net outflows, partially offset by $364.2 million of performance-related appreciation.

Six Months Ended June 30, 2019
December 31, 2018 Inflows / (Outflows) Distributions / Other Reductions Appreciation / (Depreciation) June 30, 2019
(dollars in thousands)
Multi-strategy funds $ 10,420,858 $ (1,735,225) $ (26,977) $ 1,116,739 $ 9,775,395
Credit
Opportunistic credit funds 5,751,411 125,328 (32,176) 181,392 6,025,955
Institutional Credit Strategies 13,491,734 1,474,170 (109,133) (138,030) 14,718,741
Real estate funds 2,577,040 354,555 (10,048) (22) 2,921,525
Other 286,635 (62,868) (6,296) 379 217,850
Total $ 32,527,678 $ 155,960 $ (184,630) $ 1,160,458 $ 33,659,466

In the ~~six~~three months ended ~~June 30,~~March 31, 2020, our funds experienced performance-related depreciation of ~~$53.3 million and~~ $1.5 billion,

net inflows of ~~$1.7 billion.~~$554.9 million. The net inflows were comprised of (i) ~~$2.6~~$1.1 billion of gross inflows, driven by ~~$1.4 billion~~$646.9 million in real estate funds, primarily due to additional closes of Sculptor Real Estate Fund IV, ~~$518.4 million in opportunistic credit funds,~~ and ~~$449.3~~$427.1 million in Institutional Credit Strategies, primarily driven by a launch of an aircraft ~~securitization;~~securitization vehicle; and (ii) ~~$875.9~~$571.8 million of gross outflows due to redemptions, primarily in our ~~multi-strategy and~~ open-ended credit ~~funds. Additionally, our funds experienced distributions~~ and other reductions of $714.1 million, driven by Institutional Credit Strategies, as there was a decrease in the number of aircraft serving as collateral in certain of our aircraft securitization vehicles for which we act as collateral manager.multi-strategy funds. In 2020, excluding securitization vehicles within Institutional Credit Strategies, our largest sources of gross inflows were from private banks ~~pensions,~~ and ~~related parties,~~pensions, while pensions were the largest source of gross outflows.

As of August 1, 2020, estimated assets under management increased to $35.5 billion, driven by $340.4 million of performance-related appreciation, partially offset by approximately $274.5 million of distributions and other reductions to

4440

investors in certain funds, which included a $172.4 million reduction in assets under management related to a decrease in the number of aircraft serving as collateral in an aircraft securitization vehicle for which we act as collateral manager.

In the six months ended June 30, 2019, our funds experienced performance-related appreciation of $1.2 billion and net inflows of $156.0 million. The net inflows were comprised of $2.3 billion of gross inflows and $2.1 billion of gross outflows due to redemptions, primarily in our multi-strategy funds. In 2019, excluding securitization vehicles within Institutional Credit

~~Strategies, our largest sources of gross inflows were from corporate, institutional and other, fund-of-funds, and pensions, while~~

~~related parties were the largest source of gross outflows. The net outflows include approximately $885.9 million of redemptions~~

~~to former executive managing directors, the majority of which were driven by the anticipated Liquidity Redemption discussed in Note 3 of our Annual Report.~~

Weighted-Average Assets Under Management and Average Management Fee Rates

The table below presents our weighted-average assets under management and average management fee rates. Weighted-average assets under management exclude the impact of ~~second~~first quarter investment performance for the periods presented, as these amounts generally do not impact management fees calculated for those periods. The average management fee rates presented below take into account the effect of non-fee paying assets under management. Please see the respective sections below for average management fee rates by fund type.

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Weighted-average assets under management $ 33,727,812 $ 32,125,578 $ 34,060,884 $ 31,858,459
Average management fee rates 0.67 % 0.72 % 0.69 % 0.74 %

The decline in our average management fee rate for the periods presented occurred primarily because of a change in the mix of products that comprise our assets under management, as well as the deferral of recognition of certain subordinated management fees from our CLOs, as discussed above. Our average management fee ~~will~~may vary from period to period based on the mix of products that comprise our assets under management.


	Three Months Ended March 31,
		2021			2020

		(dollars in thousands)
Weighted-average assets under management		$	36,747,298		$	34,393,956
Average management fee rates		0.76		%	0.70		%

Fund Performance Information

The tables below present performance information for the funds we manage. The performance information presented in this report is not indicative of the performance of our Class A Shares and is not necessarily indicative of the future results of any particular fund, including the accrued unrecognized amounts of incentive income. An investment in our Class A Shares is not an investment in any of our funds. There can be no assurance that any of our existing or future funds will achieve similar results. The timing and amount of incentive income generated from our funds are inherently uncertain. Incentive income is a function of investment performance and realizations of investments, which vary period-to-period based on market conditions and other factors. We cannot predict when, or if, any realization of investments will occur. Incentive income recognized for any particular period is not a reliable indicator of incentive income that may be earned in subsequent periods.

The return information presented in this report represents, where applicable, the composite performance of all feeder funds that comprise each of the master funds presented. Gross return information is generally calculated using the total return of all feeder funds, net of all fees and expenses except management fees and incentive income of such feeder funds and master funds and the returns of each feeder fund include the reinvestment of all dividends and other income. Net return information is generally calculated as the gross returns less management fees and incentive income. Return information that includes Special Investments excludes incentive income on unrealized gains attributable to such investments, which could reduce returns at the time of realization. Special Investments and initial public offering investments are not allocated to all investors in the funds, and investors that were not allocated Special Investments and initial public offering investments may experience materially different returns.

Multi-Strategy Funds

The table below presents assets under management and investment performance for our multi-strategy funds. Assets under management are generally based on the net asset value of these products. Management fees generally range from ~~0.83%~~1.00% to ~~2.25%~~2.00% annually of assets under management. For the ~~second~~first quarter of ~~2020,~~2021, our multi-strategy funds had an average management fee rate of 1.26%.

We generally crystallize incentive income from the majority of our multi-strategy funds on an annual basis. Incentive income is generally equal to 20% of the realized and unrealized profits attributable to each investor. A portion of the assets under management in each of the Sculptor Master Fund and our other multi-strategy funds is subject to initial commitment periods of three years, and for certain of these assets, we only earn incentive income once profits attributable to an investor exceed a preferential return, or “hurdle rate,” which is generally equal to the 3-month T-bill rate for our multi-strategy funds. Once the investment performance has exceeded the hurdle rate for these assets, we may receive a “catch-up” allocation, resulting in a potential recognition by us of a full 20% of the net profits attributable to investors in these assets.

Returns for the Six Months Ended June 30, Annualized Returns Since Inception Through June 30, 2020
Assets Under Management as of June 30, 2020 2019
2020 2019 Gross Net Gross Net Gross Net
Fund (dollars in thousands)
Sculptor Master Fund⁽¹⁾
$ 8,629,632 $ 8,886,655 8.2 % 6.0 % 16.4 % 13.3 % 16.5 %
⁽²⁾
11.5 %
⁽²⁾
Sculptor Enhanced Master Fund 733,013 693,290 6.4 % 4.7 % 24.6 % 19.8 % 14.2 % 9.8 %
Other funds 39,114 195,450 n/m n/m n/m n/m n/m n/m
$ 9,401,759 $ 9,775,395


					Returns for the Three Months Ended March 31,								Annualized Returns Since Inception Through March 31, 2021
	Assets Under Management as of March 31,				2021				2020
	2021		2020		Gross		Net		Gross		Net		Gross			Net

Fund	(dollars in thousands)
Sculptor Master Fund(1)	$	10,016,988	$	7,776,131	4.8	%	3.6	%	-6.5	%	-6.6	%	16.9	%	(2)	11.8	%	(2)
Sculptor Enhanced Master Fund	892,589		622,453		1.3	%	0.8	%	-7.5	%	-7.2	%	15.1	%		10.5	%
Other funds	9,156		61,626		n/m		n/m		n/m		n/m		n/m			n/m
	$	10,918,733	$	8,460,210

_______________

n/m not meaningful

(1)The returns for the Sculptor Master Fund exclude Special Investments. Special Investments in the Sculptor Master Fund are held by investors representing a small percentage of assets under management in the fund. Inclusive of these Special Investments, the returns of the Sculptor Master Fund for ~~six~~three months ended ~~June 30,~~March 31, 2021 were 4.8% gross and 3.6% net, for three months ended March 31, 2020 were ~~7.2%~~-6.8% gross and ~~5.1% net, for six months ended June 30, 2019 were 14.8% gross and 11.7%~~-6.8% net, and annualized since inception through ~~June 30, 2020~~March 31, 2021 were ~~16.2%~~16.5% gross and ~~11.3%~~11.6% net.

(2)The annualized returns since inception are those of the Sculptor Multi-Strategy Composite, which represents the composite performance of all accounts that were managed in accordance with our broad multi-strategy mandate that were not subject to portfolio investment restrictions or other factors that limited our investment discretion since inception on April 1, 1994. Performance is calculated using the total return of all such accounts net of all investment fees and expenses of such accounts, and the returns include the reinvestment of all dividends and other income. The performance calculation for the Sculptor Master Fund excludes realized and unrealized gains and losses attributable to currency hedging specific to certain investors investing in Sculptor Master Fund in currencies other than the U.S. ~~Dollar.~~dollar. For the period from April 1, 1994 through December 31, 1997, the returns are gross of certain overhead expenses that were reimbursed by the accounts. Such reimbursement arrangements were terminated at the inception of the Sculptor Master Fund on January 1, 1998. The size of the accounts comprising the composite during the time period shown vary materially. Such differences impacted our investment decisions and the diversity of the investment strategies followed. Furthermore, the composition of the investment strategies we follow is subject to our discretion, has varied materially since inception and is expected to vary materially in the future. As of ~~June 30, 2020,~~March 31, 2021, the annualized returns since the Sculptor Master Fund’s inception on January 1, 1998 were ~~13.2%~~13.7% gross and ~~8.9%~~9.3% net excluding Special Investments and ~~12.8%~~13.3% gross and ~~8.6%~~9.1% net inclusive of Special Investments.

The ~~$373.6 million,~~$2.5 billion, or 4%29%, year-over-year ~~decrease~~increase in assets under management in our multi-strategy funds was primarily due to performance-related appreciation of $2.7 billion, partially offset by capital net outflows of ~~$974.6~~$175.9 million, primarily from the Sculptor Master Fund, our largest multi-strategy ~~fund, and distributions~~fund. In 2021, the largest sources of ~~$56.2 million in certain other~~gross inflows into our multi-strategy funds ~~that we have decided to close, partially offset by performance-related appreciation of $657.2 million. In 2020,~~were from corporate and other institutions, private banks, and pensions, while the largest sources of gross outflows ~~from our multi-strategy funds~~ were attributable to pensions and private banks ~~family offices and individuals, and foundations and endowments.~~.

In the first ~~half~~quarter of 2021, the Sculptor Master Fund generated a gross return of 4.8% and a net return of 3.6%. Idiosyncratic gains from high conviction positions within corporate credit, structured credit and convertible and derivative arbitrage drove the positive performance in the first quarter of 2021.

In the first quarter of 2020, the Sculptor Master Fund generated a gross return of ~~8.2%~~-6.5% and a net return of ~~6.0%~~-6.6%. Losses in Sculptor Master Fund ~~generated positive performance across all strategies~~were concentrated in corporate credit where even the highest quality securities widened to levels not seen since the global financial crisis of 2008. We have fully recovered these losses in the ~~second quarter, lifted by a broad rebound in risk assets which helped to deliver strong performance in the majority~~latter part of positions we added at the onset of the COVID-19 crisis. Our active repositioning of the portfolio amidst record volatility and diverging markets was also meaningful in contributing to a second quarter return that drove Sculptor Master Fund to year-to-date gains.2020.

4642

In the first half of 2019, the Sculptor Master Fund generated a gross return of 16.4% and a net return of 13.3%. Sculptor Master Fund delivered positive returns across all major strategies in the quarter with performance driven primarily by global equities, merger arbitrage and corporate credit.

Credit


		Assets Under Management as of June 30,							Assets Under Management as of March 31,
		2020		2019			2021		2020

		(dollars in thousands)							(dollars in thousands)
Opportunistic credit funds	Opportunistic credit funds	$	5,880,126	$	6,025,955	Opportunistic credit funds	$	6,552,499	$	4,944,832
Institutional Credit Strategies	Institutional Credit Strategies	15,399,295		14,718,741		Institutional Credit Strategies	15,652,429		15,994,399
		$	21,279,421	$	20,744,696		$	22,204,928	$	20,939,231

Opportunistic Credit Funds

Our opportunistic credit funds seek to generate risk-adjusted returns by capturing value in mispriced investments across disrupted, dislocated and distressed corporate, structured and private credit markets globally.

Certain of our opportunistic credit funds are open-end and allow for contributions and redemptions (subject to initial lock-up and notice periods) on a periodic basis similar to our multi-strategy funds. Our remaining opportunistic credit funds are closed-end, whereby investors make a commitment that is funded over an investment period. Upon the expiration of an investment period, the investments are then sold or realized over a period of time, and distributions are made to the investors in the fund.

Assets under management for our opportunistic credit funds are generally based on the net asset value of those funds plus any unfunded commitments. Management fees for our opportunistic credit funds generally range from 0.75% to ~~2.00%~~1.75% annually of the net asset value of these funds. For the ~~second~~first quarter of ~~2020,~~2021, our opportunistic credit funds had an average management fee rate of ~~0.84%~~0.87%.

The table below presents assets under management and investment performance information for certain of our opportunistic credit funds. Incentive income related to these funds (excluding the closed-end opportunistic fund, which is explained further below) is generally equal to 20% of realized and unrealized profits attributable to each investor, and a portion of these assets under management is subject to hurdle rates, which are generally 6% to 8% for our open-end opportunistic credit funds. Once the cumulative investment performance has exceeded the hurdle rate, we may receive a “catch-up” allocation, resulting in a potential recognition by us of a full 20% of the net profits attributable to investors in these funds. The measurement periods for these assets under management generally range from one to five years.


								Returns for the Six Months Ended June 30,																	Annualized Returns Since Inception Through June 30, 2020													Returns for the Three Months Ended March 31,							Annualized Returns Since Inception Through March 31, 2021
		Assets Under Management as of June 30,						2020						2019																Assets Under Management as of March 31,						2021					2020			Annualized Returns Since Inception Through March 31, 2021
		2020		2019		Gross		Net		Gross		Net			Gross		Net			2021		2020				Gross		Net				Gross		Net					Gross			Net

Fund	Fund	(dollars in thousands)																					Fund	(dollars in thousands)
Sculptor Credit Opportunities Master Fund⁽¹⁾	Sculptor Credit Opportunities Master Fund⁽¹⁾	$	1,686,984	$	1,691,379	-10.2	%	-11.4	%	4.6	%	3.5	%		12.6	%	8.6	%	Sculptor Credit Opportunities Master Fund(1)	$	2,548,631	$	1,064,409			8.7	%	7.2	%			-19.8	%	-20.0	%				14.0	%		10.0	%
Customized Credit Focused Platform	Customized Credit Focused Platform	3,147,797		3,239,374		-7.3	%	-6.0	%	6.9	%	5.2	%		14.9	%	11.2	%	Customized Credit Focused Platform	3,660,340		2,878,029				See below for return information on our Customized Credit Focused Platform.
Closed-end opportunistic credit funds	Closed-end opportunistic credit funds	524,339		550,079		See below for return information on our closed-end opportunistic credit funds.																									Closed-end opportunistic credit funds	343,528		518,104			See below for return information on our closed-end opportunistic credit funds.
Other funds	Other funds	521,006		545,123		n/m		n/m		n/m		n/m			n/m		n/m		Other funds	—		484,290				n/m		n/m				n/m		n/m					n/m			n/m
		$	5,880,126	$	6,025,955															$	6,552,499	$	4,944,832

_______________

n/m not meaningful

(1)The returns for the Sculptor Credit Opportunities Master Fund exclude Special Investments. Special Investments in the Sculptor Credit Opportunities Master Fund are held by investors representing a small percentage of assets under management in the fund. Inclusive of these Special Investments, the returns of the Sculptor Credit Opportunities Master Fund for three months ended March 31, 2021 were 8.6% gross and 7.3% net, for three months ended March 31, 2020 were -19.9% gross and -20.2% net, and annualized since inception through March 31, 2021 were 13.6% gross and 9.7% net.

4743

returns of the Sculptor Credit Opportunities Master Fund for six months ended June 30, 2020 were -10.7% gross and -11.8% net, for six months ended June 30, 2019 were 4.4% gross and 3.3% net, and annualized since inception through June 30, 2020 were 12.2% gross and 8.3% net.

Assets under management in our opportunistic credit funds ~~decreased~~increased by ~~$145.8 million,~~$1.6 billion, or 2%33%, year-over-year. This ~~change~~ was driven by ~~$381.5~~$1.4 billion of performance-related appreciation, and $359.6 million of ~~performance-related depreciation, and $15.2~~net inflows, partially offset by $187.4 million of distributions in our closed-end opportunistic credit ~~funds, partially offset by $250.8 million of net inflows.~~funds.

In the first ~~half~~quarter of 2021, the Sculptor Credit Opportunities Master Fund, our global opportunistic credit fund, generated a gross return of 8.7% and a net return of 7.2%. Idiosyncratic, less correlated high-yielding special situations and process-driven investments drove Sculptor Credit Opportunities Master Fund’s strong performance in the first quarter of 2021.

In the first quarter of 2020, the Sculptor Credit Opportunities Master Fund, our global opportunistic credit fund, generated a gross return of ~~-10.2%~~-19.8% and a net return of ~~-11.4%~~-20.0%. Similar to the Sculptor Master Fund, performance was impacted by the widened levels of credit spreads not seen since 2008. We have substantially recovered these losses in the latter part of 2020.


	Weighted Average Return for the Three Months Ended March 31,(2)								Inception to Date as of March 31, 2021
	2021				2020				IRR				Net Invested Capital Multiple(5)
Customized Credit Focused Platform	Gross		Net		Gross		Net		Gross(3)		Net(4)
Opportunistic Credit Performance(1)	8.3	%	6.7	%	-18.7	%	-15.1	%	15.9	%	12.2	%	2.4x

_______________

(1)Performance presented is for the opportunistic credit strategies in the Customized Credit Focused Platform. As of March 31, 2021, approximately 95% of the invested capital in the Customized Credit Focused Platform is invested in the Platform’s opportunistic credit strategies.

(2)Weighted Average Returns reflect the total profit & loss divided by the weighted average capital base for the period.

(3)Gross IRR represents estimated, unaudited, annualized pre-tax returns based on the timing of cash inflows and outflows for each investment. It is calculated in the same manner as Net IRR, however, it does not reflect adjustments to cash flows related to incentive income, management fees and the applicable fund expenses. Gross IRR represents the estimated, unaudited, annualized pre-tax return based on the actual and/or projected timing of cash inflows from, and outflows to, investors for each investment (irrespective of any funding from a credit facility or other third-party financing source used by the Customized Credit Focused Platform). In certain cases, funding from a ~~similar manner~~credit facility or other third party financing source was initially used by the Customized Credit Focused Platform to acquire an investment or pay certain expenses, which may have the ~~multi-strategy funds,~~effect of increasing the ~~recovery~~Gross IRR above that which would have been presented, had drawdowns from limited partners been initially used to acquire the investment or pay such expenses. Gross IRR is adjusted for actual investment expenses, but is not adjusted for management fees, incentive income or other fees or expenses to be paid by the Customized Credit Focused Platform, which would reduce the return. Gross IRR includes the effect of ~~credit markets during~~investment hedges as determined by the ~~quarter propelled returns, particularly amongst~~Company. There can be no assurance that an appropriate hedge will be identified for each investment or that an appropriate hedge will be available for all investments.

(4)Net IRR is the ~~investments we made as~~Gross IRR adjusted to reflect actual management fees, incentive income and expenses incurred by the Customized Credit Focused Platform.

(5)Net Invested Capital Multiple: Given the Customized Credit Focused Platform has an active liquid investment program, a ~~result~~key element of which includes ramping up and ramping down depending on market conditions - much of which has recently been deployed - this is a multiple measuring the ~~mispricings during~~current net asset value over the ~~market downturn.~~

~~In the first half of 2019, the Sculptor Credit Opportunities Master Fund, our global opportunistic credit fund, generated a gross return of 4.6% and a~~ net ~~return of 3.5%. Performance was broad-based with gains across both the corporate and structured credit strategies, and geographies.~~invested capital, where net invested capital represents cumulative contributions less cumulative distributions.

The table below presents assets under management, investment performance and other information for our closed-end opportunistic credit funds. Our closed-end opportunistic credit funds follow a European-style waterfall, whereby incentive income may be paid to us only after a fund investor receives distributions in excess of their total contributed capital and a preferential return, which is generally 6% to 8%. Incentive income related to these funds is generally equal to 20% of the cumulative realized profits in excess of the preferential return attributable to each investor over the life of the fund. Once the investment performance has exceeded the preferential return, we may receive a “catch-up” allocation, resulting in a potential recognition by us of a full 20% of the net profits attributable to investors in these funds. These funds have concluded their

investment periods, and therefore we expect assets under management for these funds to decrease as investments are sold and the related proceeds are distributed to the investors in these funds.


		Assets Under Management as of June 30,						Inception to Date as of June 30, 2020																	Assets Under Management as of March 31,					Inception to Date as of March 31, 2021
		2020		2019		Total Commitments		Total Invested Capital⁽¹⁾		Gross IRR⁽²⁾		Net IRR⁽³⁾		Gross MOIC⁽⁴⁾		2021		2020			Total Commitments		Total Invested Capital(1)		Gross IRR(2)		Net IRR(3)		Gross MOIC(4)

Fund (Investment Period)	Fund (Investment Period)	(dollars in thousands)																		Fund (Investment Period)	(dollars in thousands)
Sculptor European Credit Opportunities Fund (2012-2015)	Sculptor European Credit Opportunities Fund (2012-2015)	$	—	$	1,240	n/a		n/a		n/a		n/a		n/a	Sculptor European Credit Opportunities Fund (2012-2015)	$	—	$	—		$	459,600	$	305,487	15.7	%	11.8	%	1.5x
Sculptor Structured Products Domestic Fund II (2011-2014)	Sculptor Structured Products Domestic Fund II (2011-2014)	50,221		61,228		326,850		326,850		19.4	%	15.3	%	2.1x	Sculptor Structured Products Domestic Fund II (2011-2014)	13,428		46,610			326,850		326,850		19.4	%	15.3	%	2.1x
Sculptor Structured Products Offshore Fund II (2011-2014)	Sculptor Structured Products Offshore Fund II (2011-2014)	54,606		64,860		304,531		304,531		16.8	%	13.1	%	1.9x	Sculptor Structured Products Offshore Fund II (2011-2014)	11,973		50,480			304,531		304,531		16.8	%	13.2	%	1.9x
Sculptor Structured Products Offshore Fund I (2010-2013)	Sculptor Structured Products Offshore Fund I (2010-2013)	3,980		4,580		155,098		155,098		23.8	%	19.1	%	2.1x	Sculptor Structured Products Offshore Fund I (2010-2013)	4,721		3,744			155,098		155,098		23.8	%	19.1	%	2.1x
Sculptor Structured Products Domestic Fund I (2010-2013)	Sculptor Structured Products Domestic Fund I (2010-2013)	3,532		4,260		99,986		99,986		22.6	%	18.0	%	2.0x	Sculptor Structured Products Domestic Fund I (2010-2013)	4,586		3,270			99,986		99,986		22.6	%	18.0	%	2.0x
Other funds	Other funds	412,000		413,911		412,170		73,624		n/m		n/m		n/m	Other funds	308,820		414,000			309,000		132,083		n/m		n/m		n/m
		$	524,339	$	550,079	$	1,298,635	$	960,089							$	343,528	$	518,104		$	1,655,065	$	1,324,035

_______________

n/m not meaningful

(1)Represents funded capital commitments net of recallable distributions to investors.

(2)Gross IRR for our closed-end opportunistic credit funds represents the estimated, unaudited, annualized return based on the timing of cash inflows and outflows for the fund as of ~~June 30, 2020,~~March 31, 2021, including the fair value of unrealized investments as of such date, together with any appreciation or depreciation from related hedging activity. Gross IRR does not include the effects of management fees or incentive income, which would reduce the return, and includes the reinvestment of all fund income.

(3)Net IRR is calculated as described in footnote (2), but is reduced by all management fees, as well as paid incentive and accrued incentive income that will be payable upon the distribution of each fund’s capital in accordance with the terms of the relevant fund. Accrued incentive income may be higher or lower at such time. The net IRR represents a composite rate of return for a fund and does not reflect the net IRR specific to any individual investor.

(4)Gross MOIC for our closed-end opportunistic credit funds is calculated by dividing the sum of the net asset value of the fund, accrued incentive income, life-to-date incentive income and management fees paid and any non-recallable distributions made from the fund by the invested capital.

Institutional Credit Strategies

Institutional Credit Strategies is our asset management platform that invests in performing credits, including leveraged loans, high-yield bonds, private credit/bespoke financing and investment grade credit via CLOs, aircraft ~~securitizations,~~securitization vehicles, CBOs, and other customized solutions for clients.

Assets under management for Institutional Credit Strategies are generally based on the par value of the collateral and cash held for CLOs and CBO, and adjusted portfolio values for our aircraft ~~securitizations.~~securitization vehicles. However, assets under management are reduced for any investments in these securitization vehicles held by our other funds to avoid double counting these assets. Management fees for Institutional Credit Strategies generally range from 0.30% to 0.50% annually of assets under management. For the ~~second~~first quarter of ~~2020,~~2021, Institutional Credit Strategies had an average management fee rate of ~~0.25%~~0.46% gross of rebates on cross-investments from other funds we manage ~~(0.20%~~(0.37% net of such rebates). ~~The decline in~~These average rates exclude the ~~average management fee rate for the second quarter~~net impact of ~~2020 occurred primarily due to the deferral of recognition of certain~~deferred subordinated management ~~fees from our CLOs, as discussed above.~~fees.

Incentive income from our CLOs and CBO is generally equal to 20% of the excess cash flows due to the holders of the subordinated notes issued by the CLOs and CBO and is generally subject to a 12% hurdle rate. Because of the hurdle rate and structure of our CLOs and CBO, we do not expect to earn a meaningful amount of incentive income from these entities, and therefore no return information is presented for these vehicles. We do not earn incentive income from our aircraft ~~securitizations.~~securitization vehicles.

Most Recent Closing or Refinancing Year Assets Under Management as of June 30,
Deal Size 2020 2019
(dollars in thousands)
Collateralized loan obligations 2017 $ 4,209,590 $ 3,475,548 $ 3,494,157
2018 7,487,273 7,055,741 7,099,508
2019 2,985,214 2,875,534 2,499,499
2020 409,250 397,938 394,957
15,091,327 13,804,761 13,488,121
Aircraft securitizations 2018 696,000 497,611 497,611
2019 1,128,000 379,350 542,822
2020 472,732 382,963 —
2,296,732 1,259,924 1,040,433
Collateralized bond obligation 2019 349,550 274,632 —
Other funds n/a n/a 59,978 190,187
$ 17,737,609 $ 15,399,295 $ 14,718,741


	Most Recent Launch or Refinancing Year			Assets Under Management as of March 31,
		Deal Size		2021		2020

		(dollars in thousands)

Collateralized loan obligations	2017	$	2,763,790	$	2,075,836	$	2,079,965
	2018	6,920,173		6,433,979		6,520,422
	2019	2,985,214		2,886,735		2,841,011
	2020	1,868,287		1,726,148		1,401,170
	2021	1,242,425		1,163,472		891,936
		15,779,889		14,286,170		13,734,504

Aircraft securitization vehicles	2018	696,000		475,415		497,611
	2019	1,128,000		388,706		1,035,459
	2020	472,732		175,710		398,653
		2,296,732		1,039,831		1,931,723

Collateralized bond obligation	2019	349,550		274,418		274,183
Other funds	n/a	n/a		52,010		53,989
		$	18,426,171	$	15,652,429	$	15,994,399

Assets under management in Institutional Credit Strategies totaled ~~$15.4~~$15.7 billion as of ~~June 30, 2020, increasing $680.6 million, or 5%,~~March 31, 2021, decreasing 2% year-over-year. ~~The year-over-year increase in assets under management in Institutional Credit Strategies~~This was driven primarily by a reduction of $936.9 million driven by lower collateral balances on which management fees are based, as well as the ~~closing~~effects of ~~additional CLOs and launches of aircraft securitizations and a CBO,~~foreign exchange losses, partially offset by ~~changes in underlying collateral value and distributions.~~$664.8 million of net inflows, driven by the launches of additional CLOs. In addition, in ~~2020~~2021 we refinanced ~~one~~two of our ~~2016~~2017 CLOs.

Real Estate Funds

Our real estate funds generally make investments in commercial and residential real estate, including real property, multi-property portfolios, real estate-related joint ventures, real estate operating companies and other real estate-related assets.

Assets under management for our real estate funds are generally based on the amount of capital committed by our fund investors during the investment period and the amount of actual capital invested for periods following the investment period. However, assets under management are reduced for unfunded commitments by our executive managing directors that will be funded through transfers from other funds in order to avoid double counting these assets. Management fees for our real estate funds, exclusive of co-investment vehicles, generally range from 0.50% to 1.50% annually of assets under ~~management;~~management, however, management fees for Sculptor Real

Estate Credit Fund I are based on invested capital both during and after the investment period. For the ~~second~~first quarter of ~~2020,~~2021, our real estate funds, inclusive of co-investment vehicles, had an average management fee rate of ~~1.06%~~0.82%.

The tables below present assets under management, investment performance and other information for our real estate funds. The amounts included within “other funds” below mainly relate to co-investment vehicles. Our real estate funds generally follow an American-style waterfall, whereby incentive income may be paid to us after a fund investment is realized if a fund investor receives distributions in excess of the capital contributed for such investment, as well as a preferential return on such investment, which is generally 6% to 10%. Upon each subsequent realization, incentive income, which is generally 20% of realized profits, is recalculated based on the cumulative realized profits in excess of the preferential return attributable to each investor over the life of the fund. Once the investment performance has exceeded the hurdle rate, we may receive a “catch-up” allocation, resulting in a potential recognition by us of a full 20% of the realized net profits attributable to investors in these funds.

Due to the recalculation of cumulative realized profits upon each realization, the fund may clawback incentive income previously paid to us. As a result, we record incentive income paid to us by the real estate funds as unearned revenue in our consolidated balance sheets until the criteria for revenue recognition has been met.

Assets Under Management as of June 30,
2020 2019
Fund (dollars in thousands)
Sculptor Real Estate Fund I $ — $ 13,578
Sculptor Real Estate Fund II 61,602 92,234
Sculptor Real Estate Fund III 517,037 1,487,960
Sculptor Real Estate Fund IV 2,593,090 —
Sculptor Real Estate Credit Fund I 730,785 724,854
Other funds 834,030 602,899
$ 4,736,544 $ 2,921,525

Inception to Date as of June 30, 2020
Total Investments
Realized/Partially Realized Investments⁽¹⁾
Total Commitments
Invested Capital⁽²⁾
Total
Value⁽³⁾
Gross IRR⁽⁴⁾
Net IRR⁽⁵⁾
Gross MOIC⁽⁶⁾
Invested Capital Total
Value
Gross IRR⁽⁴⁾
Gross MOIC⁽⁶⁾
Fund (Investment Period) (dollars in thousands)
Sculptor Real Estate Fund I⁽⁷⁾ (2005-2010)
$ 408,081 $ 386,298 $ 845,975 25.5 % 16.1 % 2.2x $ 386,298 $ 845,975 25.5 % 2.2x
Sculptor Real Estate Fund II⁽⁷⁾ (2011-2014)
839,508 762,588 1,554,419 32.8 % 21.6 % 2.0x 762,588 1,554,419 32.8 % 2.0x
Sculptor Real Estate Fund III⁽⁷⁾(2014-2019)
1,500,000 1,053,427 1,708,462 28.3 % 18.4 % 1.6x 653,617 1,171,822 35.3 % 1.8x
Sculptor Real Estate Fund IV⁽⁸⁾ (2019-2023)
2,596,024 122,556 146,208 n/m n/m n/m 65,056 86,762 n/m n/m
Sculptor Real Estate Credit Fund I⁽⁸⁾(2015-2020)
736,225 354,196 415,295 n/m n/m n/m 130,028 168,063 n/m n/m
Other funds 1,139,097 439,504 577,615 n/m n/m n/m 63,189 108,964 n/m n/m
$ 7,218,935 $ 3,118,569 $ 5,247,974 $ 2,060,776 $ 3,936,005

5046

Unrealized Investments as of June 30, 2020
Invested Capital Total
Value
Gross
MOIC⁽⁶⁾
Fund (Investment Period) (dollars in thousands)
Sculptor Real Estate Fund I (2005-2010)⁽⁷⁾
$ — $ — —
Sculptor Real Estate Fund II (2011-2014)⁽⁷⁾
— — —
Sculptor Real Estate Fund III (2014-2019)⁽⁷⁾
399,810 536,640 1.3x
Sculptor Real Estate Fund IV (2019-2023)⁽⁸⁾
57,500 59,446 n/m
Sculptor Real Estate Credit Fund I (2015-2020)⁽⁸⁾
224,168 247,232 n/m
Other funds 376,315 468,651 n/m
$ 1,057,793 $ 1,311,969
For funds that have concluded their investment periods, we expect assets under management to decrease as investments are sold and the related proceeds are distributed to the investors in these funds.


	Assets Under Management as of March 31,
	2021		2020

Fund (Investment Period)	(dollars in thousands)

Sculptor Real Estate Fund II (2011-2014)	42,040		61,602
Sculptor Real Estate Fund III (2014-2019)	405,775		540,979
Sculptor Real Estate Fund IV (2019-2023)	2,593,338		2,023,070
Sculptor Real Estate Credit Fund I (2015-2020)	259,370		730,738
Co-investment and other funds	950,234		633,432
	$	4,250,757	$	3,989,821


	Inception to Date as of March 31, 2021
			Total Investments									Realized/Partially Realized Investments(1)
	Total Commitments		Invested Capital(2)		Total Value(3)		Gross IRR(4)		Net IRR(5)		Gross MOIC(6)	Invested Capital		Total Value		Gross IRR(4)		Gross MOIC(6)

Fund	(dollars in thousands)
Sculptor Real Estate Fund I	$	408,081	$	386,298	$	847,612	25.5	%	16.1	%	2.2x	$	386,298	$	847,612	25.5	%	2.2x
Sculptor Real Estate Fund II	839,508		762,588		1,572,431		32.8	%	21.6	%	2.1x	762,588		1,572,431		32.8	%	2.1x
Sculptor Real Estate Fund III	1,500,000		1,069,720		1,802,310		27.8	%	18.2	%	1.7x	889,483		1,571,112		31.7	%	1.8x
Sculptor Real Estate Fund IV(7)	2,596,024		335,291		413,753		n/m		n/m		n/m	65,018		109,514		n/m		n/m
Sculptor Real Estate Credit Fund I	736,225		483,563		589,355		18.1	%	12.6	%	1.2x	248,333		325,647		19.5	%	1.3x
Co-investment and other funds	1,193,944		473,512		654,764		n/m		n/m		n/m	152,126		276,571		n/m		n/m
	$	7,273,782	$	3,510,972	$	5,880,225						$	2,503,846	$	4,702,887


	Unrealized Investments as of March 31, 2021
	Invested Capital		Total Value		Gross MOIC(6)

Fund	(dollars in thousands)
Sculptor Real Estate Fund I	$	—	$	—	—
Sculptor Real Estate Fund II	—		—		—
Sculptor Real Estate Fund III	180,237		231,198		1.3x
Sculptor Real Estate Fund IV(7)	270,273		304,239		n/m
Sculptor Real Estate Credit Fund I	235,230		263,708		1.1x
Co-investment and other funds	321,386		378,193		n/m
	$	1,007,126	$	1,177,338

_______________

n/m not meaningful

(1)An investment is considered partially realized when the total amount of proceeds received, including dividends, interest or other distributions of income and return of capital, represents at least 50% of invested capital.

(2)Invested capital represents total aggregate contributions made for investments by the fund.

(3)Total value represents the sum of realized distributions and the fair value of unrealized and partially realized investments as of ~~June 30, 2020.~~March 31, 2021. Total value will be impacted (either positively or negatively) by future economic and other factors. Accordingly, the total value ultimately realized will likely be higher or lower than the amounts presented as of ~~June 30, 2020.~~March 31, 2021.

(4)Gross IRR for our real estate funds represents the estimated, unaudited, annualized return based on the timing of cash inflows and outflows for the aggregated investments as of ~~June 30, 2020,~~March 31, 2021, including the fair value of unrealized and partially realized investments as of such date, together with any unrealized appreciation or depreciation from related hedging activity. Gross IRR is not adjusted for estimated management fees, incentive income or other fees or expenses to be paid by the fund, which would reduce the return.

(5)Net IRR is calculated as described in footnote (4), but is reduced by management fees and other fund-level fees and expenses not adjusted for in the calculation of gross IRR. Net IRR is further reduced by paid incentive and accrued incentive income that will be payable upon the distribution of each fund’s capital in accordance with the terms of the relevant fund. Accrued incentive income may be higher or lower at such time. The net IRR represents a composite rate of return for a fund and does not reflect the net IRR specific to any individual investor.

(6)Gross MOIC for our real estate funds is calculated by dividing the value of a fund’s investments by the invested capital, prior to adjustments for incentive income, management fees or other expenses to be paid by the fund.

(7)These funds have concluded their investment periods, and therefore we expect assets under management for these funds to decrease as investments are sold and the related proceeds are distributed to the investors in these funds.

~~(8)~~This fund has invested less than half of its committed capital; therefore, IRR and MOIC information is not presented, as it is not meaningful.

Assets under management in our real estate funds increased ~~$1.8 billion,~~$260.9 million, or ~~62%~~7%, year-over-year due to net inflows of ~~$3.1~~$1.0 billion, primarily due to ~~the launch~~additional closings of Sculptor Real Estate Fund IV, ~~during the fourth quarter of 2019,~~ which had its final closing in the second quarter of 2020, ~~and related co-investment vehicles,~~ partially offset by ~~$1.3 billion~~$776.5 million of distributions and other reductions, primarily related to the expiration of the investment period of Sculptor Real Estate Credit Fund ~~III and related co-investment vehicles.~~I in the fourth quarter of 2020. Our real estate funds continue to deploy capital and generate strong returns with an ~~18.4%~~18.2% annualized net return in Sculptor Real Estate Fund III. Despite the recent market dislocation, we believe our diversified approach across product types, position in the capital structure, focus on current income and modest use of leverage has allowed our portfolios to generate consistent returns over time. While we continue to actively navigate the current economic and market conditions resulting from the ongoing COVID-19 pandemic, to the extent our ability to realize investments may be delayed or operating cash flows from existing investments may be reduced or deferred, we may experience a delay in our ability to recognize incentive income from these funds.

5148

Longer-Term Assets Under Management

As of ~~June 30, 2020,~~March 31, 2021, approximately ~~69%~~67% of our assets under management were subject to initial commitment periods of three years or ~~longer.~~ longer, this excludes assets under management that had initial commitment periods of three year or longer and subsequently moved to shorter commitment periods at the end of their initial commitment period. The table below presents the amount of these assets under management.


	March 31, 2021		December 31, 2020
	(dollars in thousands)
Multi-strategy funds	$	666,298	$	463,681
Credit
Opportunistic credit funds	4,467,358		4,250,444
Institutional Credit Strategies	15,637,985		15,683,304
Real estate funds	4,250,757		4,308,648

	$	25,022,398	$	24,706,077

Incentive income on these assets, if any, is based on the cumulative investment performance generated over this commitment period. The table below presents the amount of these assets under management, as well as the amount of incentive income accrued at the fund level but that has not yet been recognized in our revenues. Further, theseThese amounts may ultimately not be recognized as revenue by us in the event of future losses in the respective funds. Compensation expense will be incurred when incentive income is recognized on our real estate funds, as the compensation is structured as carried interest in these vehicles. See “—Understanding Our Results—Revenues—Incentive Income” for additional information.

June 30, 2020
Longer-Term Assets Under Management Accrued Unrecognized Incentive Income
(dollars in thousands)
Multi-strategy funds $ 392,077 $ 13,302
Credit
Opportunistic credit funds 4,002,526 114,241
Institutional Credit Strategies 15,385,517 —
Real estate funds 4,736,545 99,879
Other 770 —
$ 24,517,435 $ 227,422
The table below presents the changes in the amount of incentive income accrued at the fund level but that has not yet been recognized in our revenues during three months ended March 31, 2021:


	December 31, 2020		Recognized Incentive Income		Performance		March 31, 2021
	(dollars in thousands)
Multi-strategy funds	$	14,932	$	820	$	4,501	$	20,253
Credit
Opportunistic credit funds	14,925		(1,461)		49,296		62,760

Real estate funds	98,371		(13,052)		12,122		97,441

	$	128,228	$	(13,693)	$	65,919	$	180,454

Accrued unrecognized incentive income associated with longer-term assets increased by ~~$87.4~~$52.2 million during the ~~second quarter of 2020, primarily driven by positive performance in our opportunistic credit funds.~~three months ended March 31, 2021. We ~~expect a large portion of the amounts related to our opportunistic credit funds to be recognized in the fourth quarter of 2020. For the remainder~~generated an additional $65.9 million of accrued unrecognized incentive income ~~we generally recognize~~due to our strong fund performance. We recognized $13.7 million of incentive income in multi-strategy funds and open-end opportunistic credit funds at or near the end of their respective commitment periods, which are generally three to five years, when such amounts are probable of not significantly reversing. We may begin recognizing incentive income related tofrom our longer-term assets under management in ~~our~~the three months ended March 31, 2021.

Our accrued unrecognized incentive income (“ABURI”) from longer-term assets under management generally comprise the following:

•Multi-strategy funds. Multi-strategy ABURI is derived from clients in the three-year liquidity tranche, where incentive income other than tax distributions will be recognized at the end of each client’s three-year period.

•Opportunistic credit funds. Opportunistic credit funds ABURI is derived from three sources:

◦Clients in the three-year and four-year liquidity tranches of an open-end opportunistic credit fund, where incentive income other than tax distributions will be recognized at the end of each client’s three-year or four-year period

◦Long dated closed-end opportunistic credit funds, where incentive income other than tax distributions will be recognized during each fund’s harvest period after invested capital and a preferred return has been distributed to the clients

◦The Customized Credit Focused Platform, where incentive income other than tax distributions is recognized at the end of a multi-year term; previously crystallized on December 31, 2020

•Real estate funds. Real Estate ABURI is derived from long-dated real estate funds, ~~after~~where incentive income other than tax distributions will start to be recognized following the ~~conclusion~~completion of ~~their respective~~each fund’s investment period ~~when such~~as investments are realized and after invested capital and a preferred return has been distributed to the clients.

Certain ABURI amounts presented above will generally have compensation expense (on an Economic Income Basis) that will reduce the amount ultimately realized on a net basis. Compensation expense relating to ABURI from our real estate funds is generally recognized at the same time the related incentive income revenue is recognized. Compensation expense relating to ABURI generated from our multi-strategy funds and opportunistic credit funds is generally recognized in the year the underlying fund performance is generated which may not occur at the same time that the related revenues are ~~probable of not significantly reversing. However, these investment periods may generally be extended for an additional one to two years.~~generated.

Understanding Our Results

Revenues

Our operations historically have been financed primarily by cash flows generated by our business. Our principal sources of revenues are management fees and incentive income. For any given period, our revenues are influenced by the amount of our assets under management, the investment performance of our funds and the timing of when we recognize incentive income for certain assets under management as discussed below.

The ability of investors to contribute capital to and redeem capital from our funds causes our assets under management to fluctuate from period to period. Fluctuations in assets under management also result from our funds’ investment performance. Both of these factors directly impact the revenues we earn from management fees and incentive income. For example, a $1.0 billion increase or decrease in assets under management subject to a 1% management fee would generally increase or decrease annual management fees by $10.0 million. If profits, net of management fees, attributable to a fee-paying fund investor were $10.0 million in a given year, we generally would earn incentive income equal to $2.0 million, assuming a 20% incentive income rate, a one-year commitment period, no hurdle rate and no high-water marks from prior years.

For any given quarter, our revenues are influenced by the combination of assets under management and the investment performance of our funds. For example, incentive income for the majority of our multi-strategy assets under management is recognized in the fourth quarter each year, based on full year investment performance.

Management Fees. Management fees are generally calculated and paid to us on a quarterly basis in advance, based on the amount of assets under management at the beginning of the quarter. Management fees are prorated for capital inflows and redemptions during the quarter. Accordingly, changes in our management fee revenues from quarter to quarter are driven by changes in the quarterly opening balances of assets under management, the relative magnitude and timing of inflows and redemptions during the respective quarter, the impact of differing management fee rates charged on those inflows and redemptions, as well as the impact of ~~deferring certain~~the deferral of subordinated management fees ~~for~~from certain ~~CLOs, as discussed above.~~CLOs. See “—Weighted-Average Assets Under Management and Average Management Fee Rates” for information on our average management fee rate and Note 1312 to our consolidated financial statements in our Annual Report for additional information regarding management fees.

Incentive Income. We earn incentive income based on the cumulative performance of our funds over a commitment period. We recognize incentive income when such amounts are probable of not significantly reversing. See Note 1312 to our consolidated financial statements in our Annual Report for additional information regarding incentive income.

Other Revenues. Other revenues consist primarily of interest income on investments in CLOs, cash equivalents and ~~longer-term~~long-term U.S. government obligations, as well as subrental income. Interest income is recognized on an effective yield basis. Subrental income is recognized on a straight-line basis over the lease term.

~~Income of Consolidated Funds.~~

~~Revenues recorded as income of consolidated funds consist of interest income, dividend income and other miscellaneous items.~~

Expenses

Compensation and Benefits. Compensation and benefits consist of salaries, employee benefits, payroll taxes, and discretionary and guaranteed cash bonus expenses. We generally recognize compensation and benefits expenses over the related service period.

On an annual basis, compensation and benefits comprise a significant portion of total expenses, with discretionary cash bonuses generally comprising a significant portion of total compensation and benefits. We accrue minimum annual discretionary cash bonuses on a straight-line basis during the year. The total amount of discretionary cash bonuses ultimately recognized for the full year, which is determined in the fourth quarter of each year, could differ materially from the minimum amount accrued, as the total discretionary cash bonus is dependent upon a variety of factors, including fund performance for the year.

Compensation and benefits also include equity-based compensation expense, which is primarily in the form of RSUs granted to our independent board members, employees and executive managing directors, as well as PSUs and Partner Equity Units granted to executive managing directors.

We also have profit-sharing arrangements whereby certain employees or executive managing directors are entitled to a share of incentive income that we earn from certain funds. This incentive income is typically paid to us and then we pay a portion to the profit-sharing participant as investments held by these funds are realized. To the extent that the payments to the employees or executive managing directors are probable and reasonably estimable, we accrue these payments as compensation expense for GAAP purposes, which may occur prior to the recognition of the related incentive income.

Deferred cash interests (“DCIs”) are also granted to certain employees and executive managing directors as a form of compensation. DCIs reflect notional fund investments made by us on behalf of an employee or executive managing director. DCIs generally vest over a three-year period, subject to an employee’s or executive managing director’s continued service. Upon vesting, we pay the employee or executive managing director an amount in cash equal to the notional investment represented by the DCIs, as adjusted for notional fund performance. Except as otherwise provided in the relevant DCI plan or in an award agreement, in the event of a termination of the employee’s or executive managing director’s service, any portion of the DCIs that is unvested as of the date of termination will be forfeited.

Interest Expense. Amounts included within interest expense relate primarily to indebtedness outstanding. See “—Liquidity and Capital Resources—~~Debt Obligations” and “—Liquidity and Capital Resources—Securities Sold Under Agreements to Repurchase”~~Financing Arrangements” for additional information.

General, Administrative and Other. General, administrative and other expenses are comprised of professional services, occupancy and equipment, information processing and communications, recurring placement and related service fees, business development, insurance, foreign ~~exchange~~currency transaction gains and losses, and other miscellaneous expenses. Legal settlements and provisions are also included within general, administrative and other.

~~Expenses of Consolidated Funds.~~ ~~Expenses recorded as expenses of consolidated funds consist of interest expense and other miscellaneous expenses.~~

Other ~~Income (Loss)~~Loss

Changes in Tax Receivable Agreement Liability. Changes in tax receivable agreement liability consists of changes in our estimate of the future payments related to the tax receivable agreement that result from changes in future income tax savings due to changes in tax rates. See Note 1816 to our consolidated financial statements included in this report for additional information.

Net Losses on ~~Early~~ Retirement of Debt. Net losses on ~~early~~ retirement of debt consist of net losses realized upon the ~~early~~ retirement of any indebtedness outstanding, and include the write-off of unamortized debt discounts and issuance costs, as well as other fees incurred in connection with the ~~early~~ retirement of debt.

Net Gains (Losses) on Investments. Net gains (losses) on investments primarily consist of realized and unrealized net gains and losses on investments in our funds, including investments in U.S. government obligations, CLOs and other funds we manage.

~~Net Gains~~

Changes in Fair Value of ~~Consolidated Funds.~~Warrant Liabilities. ~~Net~~Changes in fair value of warrant liabilities represent gains (losses) from changes in fair value of ~~consolidated funds consist of net realized and unrealized gains and losses on investments held by~~ the ~~consolidated funds.~~warrants.

Income Taxes

Income taxes consist of our provision for federal, state and local income taxes in the ~~United States~~U.S. and foreign income taxes, including provisions for deferred income taxes resulting from temporary differences between the tax and GAAP bases. The computation of the provision requires certain estimates and significant judgment, including, but not limited to, the expected taxable income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between the tax and GAAP bases and the likelihood of being able to fully utilize deferred income tax assets existing as of the end of the period.

The Sculptor Operating Partnerships are partnerships for U.S. federal income tax purposes. The Registrant was a partnership for U.S. federal income tax purposes until the Corporate Classification Change on April 1, 2019. Prior to the Corporate Classification Change, only a portion of the income we earned was subject to corporate-level income taxes in the ~~United States~~U.S. and foreign jurisdictions. Following the Corporate Classification Change, generally all of the income allocated to the Registrant from the Sculptor Operating Group will be subject to corporate-level income taxes in the ~~United States.~~U.S. See Note 1412 for additional information regarding significant items impacting our income tax provision and effective tax rate.

Net Loss Attributable to Noncontrolling Interests

Noncontrolling interests represent ownership interests in our subsidiaries held by parties other than us and are primarily made up of Group A Units. Increases or decreases in net (loss) income attributable to the Group A Units are driven by the earnings of the Sculptor Operating Group. See Note 43 for additional information regarding our ownership interest in the Sculptor Operating Group.

Prior to the fourth quarter of 2019, we consolidated certain of our opportunistic credit funds, wherein investors are able to redeem their interests after an initial lock-up period of up to three years. Allocations of earnings to these interests were reflected within net income (loss) attributable to redeemable noncontrolling interests in the consolidated statements of comprehensive income (loss). Increases or decreases in the net income (loss) attributable to fund investors’ interests in consolidated funds were driven by the earnings of those funds as allocated under the contractual terms of the relevant fund agreements.

Results of Operations

Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2021 Compared to Three ~~and Six~~ Months Ended ~~June 30, 2019~~March 31, 2020

Revenues


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,				Change
		2020		2019		2020		2019			2021		2020		$		%

		(dollars in thousands)															(dollars in thousands)
Management fees	Management fees	$	60,383	$	61,400	$	127,336	$	125,023	Management fees	$	73,961	$	66,953	$	7,008	10	%
Incentive income	Incentive income	38,238		34,757		47,560		87,955		Incentive income	47,804		9,322		38,482		413	%
Other revenues	Other revenues	2,424		5,043		5,377		8,812		Other revenues	1,581		2,953		(1,372)		(46)	%
Income of consolidated funds	Income of consolidated funds	32		2,308		32		4,912		Income of consolidated funds	3		—		3		n/m
Total Revenues	Total Revenues	$	101,077	$	103,508	$	180,305	$	226,702	Total Revenues	$	123,349	$	79,228	$	44,121	56	%

_______________

n/m - not meaningful

Total revenues ~~for the quarter-to-date period decreased $2.4~~increased $44.1 million, primarily due to the following:

•A ~~$1.0~~$7.0 million ~~decrease~~increase in management fees, ~~driven primarily by (i) a $5.8 million decrease in Institutional Credit Strategies,~~ primarily due to ~~$6.6~~the following:

•Multi-strategy funds. A $4.0 million of subordinated management fees that have been deferred to future periods, inclusive of a $2.8 million reversal of fees recognized in the first quarter of 2020, as discussed above and that has been driven by the ongoing market and economic impacts of the COVID-19 pandemic; and (ii) a $5.0 million decreaseincrease in multi-strategy funds due to ~~lower~~higher average assets under management. ~~These decreases were partially offset by a $9.4~~

•Opportunistic credit funds. A $3.7 million increase in ~~real estate~~opportunistic credit funds ~~primarily~~ due to ~~the launch of Sculptor Real Estate Fund IV during the fourth quarter of 2019, which had its final closing~~higher average assets under management in the ~~second quarter~~Sculptor Credit Opportunities Master Fund, as well as higher average fee-paying

assets under management in certain of ~~2020.~~ our open-ended credit funds, as additional capital was called into our Customized Credit Focused Platform.

See “—Assets Under Management and Fund Performance—Weighted-Average Assets Under Management and Average Management Fee Rates” above for information regarding our average management fee rates.

•A ~~$3.5~~$38.5 million increase in incentive income, primarily due to the following:

•Multi-strategy funds. A ~~$3.7~~$24.2 million increase in incentive income from our multi-strategy funds, which was driven by strong fund performance, resulting in the following increases: (i) an ~~$11.5~~$11.9 million increase from assets under management subject to a one-year measurement ~~period, partially offset by~~period; (ii) a ~~$7.7~~$9.7 million ~~decrease~~increase in tax distributions taken to cover tax liabilities on accrued unrecognized incentive income on longer-term assets under management; (iii) a $1.3 million increase from longer-term assets under management; and (iv) a $1.1 million increase related to fund investor redemptions.

•Opportunistic credit funds. A $4.1 million increase in incentive income from our opportunistic credit funds, primarily driven by: (i) a $7.1 million increase from assets under management subject to a one-year measurement period; and (ii) a $1.3 million increase from longer-term assets under management. These increases were partially offset by a $5.1 million decrease in tax distributions taken to cover tax liabilities on accrued unrecognized incentive income on longer-term assets under management.

•Real estate funds. A ~~$939 thousand decrease~~$10.2 million increase in incentive income from our real estate funds, primarily due to ~~lower~~an $8.4 million increase in realizations ~~as these will vary~~ from ~~period~~Sculptor Real Estate Fund II and a $3.2 million increase in tax distributions taken to ~~period based~~cover tax liabilities on ~~exit opportunities.~~accrued unrecognized incentive income on longer-term assets under management.

•A ~~$2.6~~$1.4 million decrease in other revenues ~~primarily due to $1.6 million of certain transaction fees recognized in the prior year period related to Institutional Credit Strategies, as well as~~driven by a ~~$1.1 million~~ decrease in interest income ~~earned on cash and cash equivalents, primarily~~ due to lower interest rates.

•~~A $2.3 million decrease in income of consolidated funds primarily due to the majority of the assets related to the funds being deconsolidated in the third quarter of 2019.~~Expenses


	Three Months Ended March 31,			Change
		2021		2020		$		%

		(dollars in thousands)
Compensation and benefits		$	89,234	$	67,419	$	21,815	32	%
Interest expense		4,868		5,782		(914)		(16)	%
General, administrative and other		27,376		34,706		(7,330)		(21)	%
Expenses of consolidated funds		2		—		2		n/m
Total Expenses		$	121,480	$	107,907	$	13,573	13	%

_______________

n/m - not meaningful

Total ~~revenues for the year-to-date period decreased $46.4~~expenses increased $13.6 million, primarily due to the following:

•A ~~$2.3~~$21.8 million increase in management fees, driven primarily by (i) a $14.3 million increase in real estate funds, primarily due to the launch of Sculptor Real Estate Fund IV during the fourth quarter of 2019, which had its final closing in the second quarter of 2020. This increase was partially offset by (i) a $7.0 million decrease in multi-strategy funds due to lower average assets under management; and (ii) a $4.2 million decrease in Institutional Credit Strategies, primarily due to $6.6 million of subordinated management fees that have been deferred to future periods, as discussed above and that has been driven by the ongoing market and economic impacts of the COVID-19 pandemic. See “—Assets Under Management and Fund Performance—Weighted-Average Assets Under Management and Average Management Fee Rates” above for information regarding our average management fee rates.

•~~A $40.4 million decrease in incentive income, primarily due to the following:~~

•~~Multi-strategy funds.~~ A $9.4 million decrease in incentive income from our multi-strategy funds, which was driven by: (i) a $15.6 million decrease related to fund investor redemptions; (ii) a $3.3 million decrease from longer-term assets under management; and (iii) a $3.0 million decrease in tax distributions taken to cover tax liabilities on incentive income that has been accrued on certain longer-term assets under management. These decreases were partially offset by a $12.5 million increase from assets under management subject to a one-year measurement period.

•~~Opportunistic credit funds.~~ A $25.6 million decrease in incentive income from our opportunistic credit funds, which was driven by: (i) a $13.6 million decrease in tax distributions; (ii) a $7.2 million decrease from longer-term assets under management; and (iii) a $4.3 million decrease from assets under management subject to a one-year measurement period.

•~~Real estate funds.~~ ~~A $5.4 million decrease in incentive income from our real estate funds, primarily due to lower realizations, as these will vary from period to period based on exit opportunities.~~

•A $3.4 million decrease in other revenues primarily due to $1.6 million of certain transaction fees recognized in the prior year period related to Institutional Credit Strategies, as well as a $1.7 million decrease in interest income earned on cash and cash equivalents, primarily due to lower rates.

•~~A $4.9 million decrease in income of consolidated funds primarily due to the majority of the assets related to the funds being deconsolidated in the third quarter of 2019.~~

~~Expenses~~

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Compensation and benefits $ 65,290 $ 80,709 $ 132,709 $ 166,424
Interest expense 4,674 6,523 10,456 12,731
General, administrative and other 142,615 28,427 177,321 66,215
Expenses of consolidated funds 19 84 19 139
Total Expenses $ 212,598 $ 115,743 $ 320,505 $ 245,509

~~Total expenses for the quarter-to-date period increased $96.9 million, primarily due to the following:~~

•A $114.2 million increase in general, administrative and other expenses primarily due to a $116.9 million legal provision accrual related to the matters described in Note 18, partially offset by reductions across various operating expense categories.

•~~A $15.4 million decrease~~ in compensation and benefits expenses primarily driven by an $18.4 million increase in bonus expense due to higher real estate incentive income profit sharing expense driven by realizations from Sculptor Real Estate Fund II and separation-related compensation for departing executives; and (ii) a ~~$19.5~~$6.2 million ~~decrease~~increase in equity-based compensation expense primarily due ~~to: (i)~~to a ~~$10.7~~$14.4 million ~~decrease~~increase in RSUs amortization primarily as a result of ~~fewer average number~~acceleration of ~~awards outstanding in~~ the ~~current year period and lower average grant date fair values; and (ii)~~compensation cost as a ~~$7.1~~result of separation-related compensation for departing executives. This increase was partially offset by (x) a $5.9 million decrease in amounts related to Group E Units, ~~primarily due to~~as the remaining ~~Group E Units~~units are being amortized on an accelerated basis (i.e., each tranche is being

amortized over its respective service period), resulting in decreasing expenses in each subsequent vesting year on these ~~awards. These decreases were partially offset by a $4.2 million increase in bonus expense, primarily due to higher discretionary bonus accrual.~~

•A $1.8 million decrease in interest expense primarily due to: (i) a $1.1 million decrease in interest expense related to the 2018 Term Loan due to repayments made in connection with the Recapitalization and subsequent paydowns in

accordance with the Cash Sweep; and (ii) a $636 thousand decrease in interest expense related to the Debt Securities, primarily due to a $3.3 million decrease in non-cash interest expense accretion of the discount taken at the time of the Recapitalization, partially offset by a $2.7 million increase as a result of interest payments beginning in 2020. The decrease in interest expense was also driven by lower interest rates.

~~Total expenses for the year-to-date period increased $75.0 million, primarily due to the following:~~

•A $111.1 million increase in general, administrative and other expenses primarily driven by a $116.9 million legal provision accrual for the matters described in Note 18, partially offset by a $6.7 million decrease in professional services expenses, primarily due to higher legal and accounting fees incurred in connection with the Recapitalization in the prior-year period, as well as reductions across various operating expense categories

•A $33.7 million decrease in compensation and benefits expenses driven by: (i) a $31.9 million decrease in equity-based compensation expense primarily due to (x) a $15.9 million decrease in RSUs amortization primarily as a result of fewer average number of awards, ~~outstanding in the current year period and lower average grant date fair values,~~ and (y) a ~~$16.2~~$2.8 million decrease in amounts related to Group EP Units ~~primarily due to certain awards issued in connection with~~as a result of the ~~Recapitalization that~~related service period ending during 2020. These increases were fully vested and therefore were fully expensed in the first quarter of 2019, as well as the remaining Group E Units being amortized on an accelerated basis (i.e., each tranche is being amortized over its respective service period), resulting in decreasing expenses each year on these awards; and (ii)partially offset by a ~~$1.0~~$2.8 million decrease in salaries and benefits, as our worldwide headcount decreased to ~~367~~341 as of ~~June 30, 2020,~~March 31, 2021, from ~~394~~388 as of ~~June 30, 2019.~~March 31, 2020. Further, driving the decrease in salaries and benefits was the capitalization of $1.1 million of certain internal software implementation costs, as we continue to invest in technology to enhance future operational efficiencies.

•An offsetting $7.3 million decrease in general, administrative and other expenses primarily driven by: (i) a $5.3 million decrease in professional services expenses, primarily due to costs incurred in the prior year related to legal settlements and provisions; (ii) a $2.1 million decrease in recurring placement and related service fees, driven by Sculptor Real Estate Fund IV, which launched in the fourth quarter of 2019, and held its final closing in the second quarter of 2020; and (iii) reductions across various other operating expense categories, driven by travel restrictions and employees working from home.

•A ~~$2.3 million~~$914 thousand decrease in interest expense, primarily due to ~~a $3.3~~lower average outstanding debt balance.

Other Loss


	Three Months Ended March 31,			Change
		2021		2020		$		%

		(dollars in thousands)
Changes in fair value of warrant liabilities		$	(24,944)	$	—	$	(24,944)	n/m
Changes in tax receivable agreement liability		580		278		302		109	%
Net losses on retirement of debt		(23,673)		(523)		(23,150)		n/m
Net gains (losses) on investments		5,362		(34,069)		39,431		(116)	%

Total Other Loss		$	(42,675)	$	(34,314)	$	(8,361)	24	%

_______________

n/m - not meaningful

Total other loss decreased by $8.4 million, ~~decrease~~which resulted from the following:

•Changes in ~~interest expense related~~fair value of warrant liabilities. The amount in 2021 is the result of an increase in the fair value of warrants to ~~the 2018 Term Loan due to repayments made~~purchase our Class A Shares that were issued in connection with the ~~Recapitalization and subsequent paydowns in accordance with~~2020 Credit Agreement. The change was primarily due to the ~~Cash Sweep, partially offset by a $1.1 million~~ increase in ~~interest expense~~our Class A Share price, and adjustment to the exercise price due to dividend and the change in risk-free rate from the issuance date of the warrants to March 31, 2021.

•Changes in tax receivable agreement. The amounts in 2021 and 2020 are both a result of changes in projected future tax rates impacting the anticipated liability under the tax receivable agreement.

•Net losses on retirement of debt. The amount in 2021 was primarily related to the ~~Debt Securities as a result~~$174.4 million repayment of ~~interest payments beginning~~amounts outstanding under the 2020 Term Loan. The amount in 2020 ~~(inclusive of non-cash interest expense accretion of the discount taken at the time of the Recapitalization). The decrease in interest expense~~ was ~~also driven by lower interest rates.~~

~~Other Income (Loss)~~

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Changes in tax receivable agreement liability $ — $ 5,362 $ 278 $ 5,362
Net losses on early retirement of debt (170) (595) (693) (6,053)
Net gains (losses) on investments 29,178 3,148 (4,891) 5,837
Net gains of consolidated funds — 482 — 4,228
Total Other Income (Loss) $ 29,008 $ 8,397 $ (5,306) $ 9,374

~~Total other income increased by $20.6 million for the quarter-to-date period,~~ primarily ~~due to higher net gains on investments, partially offset by changes in tax receivable agreement liability as a result of conversion to a C-corporation in the prior year period.~~

Total other income (loss) decreased by $14.7 million for the year-to-date period, primarily due to net losses on investments in the first half of 2020, changes in tax receivable agreement liability as a result of conversion to a C-corporation in the prior year period, and a decrease in gains on investments in consolidated funds as the majority of the assets related to the ~~funds were deconsolidated in the third quarter of 2019. Offsetting these decreases, losses recognized on early retirement of debt decreased, as we paid down $145.0~~$27.0 million repayment of amounts outstanding onunder the 2018 Term ~~Loan in the first half~~Loan. These amounts were comprised of ~~2019~~unamortized discounts and ~~terminated the 2018 Revolving Credit Facility~~deferred financing costs that were proportionately written off in connection with ~~the Recapitalization~~these repayments.

•Net gains (losses) on investments. These amounts in 2021 were primarily driven by increases in the ~~first quarter~~value of ~~2019.~~our investments in our funds, including the value of our risk retention investments in certain of our CLOs. The amounts in 2020 were driven primarily by a $36.8 million decline on our risk retention investments in CLOs and in investments in other funds that resulted from the market conditions in March 2020.

5754

Income Taxes

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Income taxes $ (17,400) $ 10,134 $ (27,368) $ 13,520


	Three Months Ended March 31,			Change
		2021		2020		$		%

		(dollars in thousands)
Income taxes		$	(1,715)	$	(9,968)	$	8,253	(83)	%

Income tax expense ~~for the quarter-to-date and year-to-date period decreased~~increased by ~~$27.5 million and $40.9 million, respectively.~~$8.3 million. Income tax expense was higher ~~in 2019 for both the quarter-to-date and year-to-date periods~~ primarily due to increased profitability and the change in fair value of warrant liabilities that is non-deductible for tax ~~impacts of the Corporate Classification Change, combined with a decrease in profitability~~purposes in the current ~~year period.~~year.

Net Loss Attributable to Noncontrolling Interests

The following table presents the components of the net loss attributable to noncontrolling interests and to redeemable noncontrolling interests:


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,				Change
		2020		2019		2020		2019			2021		2020		$		%

		(dollars in thousands)															(dollars in thousands)
Group A Units	Group A Units	$	(42,130)	$	(8,148)	$	(67,467)	$	(15,517)	Group A Units	$	(19,253)	$	(25,337)	$	6,084	(24)	%

Other	Other	270		164		(478)		299		Other	455		(748)		1,203		(161)	%
Total	Total	$	(41,860)	$	(7,984)	$	(67,945)	$	(15,218)	Total	$	(18,798)	$	(26,085)	$	7,287	(28)	%

Redeemable noncontrolling interests		$	—	$	(2,637)	$	—	$	(8,171)

Net loss allocated to noncontrolling interests ~~increased~~decreased by ~~$33.9 million and $52.7 million for~~$7.3 million. During the ~~quarter-to-date~~

~~and year-to-date periods, respectively. The increase in loss for the both the quarter-to-date and year-to-date period was primarily driven~~Distribution Holiday, net income earned by ~~lower profitability of the~~any Sculptor Operating Partnership is allocated 100% to Sculptor Capital Management, Inc., while losses are allocated on a pro rata basis among the Group ~~resulting from~~A Units (noncontrolling interests) and Sculptor Capital Management, Inc. as described in Note 3. In 2021, we allocated higher losses to Sculptor Capital LP, which earns most of our management fees and incurs most of our operating expenses, as operating expenses were higher in 2021. Sculptor Capital Advisors II LP along with Sculptor Capital Advisors LP, earns most of our incentive income. In the ~~drivers discussed above. See Note 4 for additional details.~~three months ended March 31, 2021, Sculptor Capital Advisors II generated net income, and therefore we allocated 100% of its income to Sculptor Capital Management, Inc.

Net ~~(Loss) Income~~Loss Attributable to Class A Shareholders

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Net (Loss) Income Attributable to Class A Shareholders $ (25,239) $ (8,625) $ (53,506) $ 28,458


	Three Months Ended March 31,			Change
		2021		2020		$		%
		(dollars in thousands)
Net Loss Attributable to Class A Shareholders		$	(20,293)	$	(28,267)	$	7,974	(28)	%

Net loss attributable to Class A Shareholders increased by $16.6 million for the quarter-to-date period, primarily due to higher legal provisions and lower revenues, partially offset by lower income tax expense, higher unrealized gains on our investments, lower equity-based compensation expense, a decrease related to a change in tax receivable agreement liability in the prior year, as well as reductions across various operating expense categories.

~~Net (loss) income attributable to Class A Shareholders~~ decreased by ~~$82.0 million for the year-to-date period.~~$8.0 million. The year-over-year decrease was primarily due to higher ~~legal provisions, lower~~ incentive income and ~~unrealized losses~~management fees, higher gains on ~~our~~ investments and lower operating expenses, partially offset by ~~lower~~change in fair value of warrant liabilities, losses on retirement of debt, higher bonus expense, and higher income tax expense, lower equity-based compensation, and lower professional services expenses, driven by higher legal and accounting fees incurred in connection with the Recapitalization in the prior-year period. Also impacting our results to Class A Shareholders was an adjustment to the redemption value of Preferred Units recognized in connection with the Recapitalization in the first quarter of 2019 that increased net income attributable to Class A Shareholders in the first half of 2019

by $44.4 million. In the first half of 2020, an adjustment of $3.3 million to the redemption value of the Preferred Units related to the accrual of distributions on the units decreased amounts attributable to Class A Shareholders in the first half of 2020.expense.

Economic Income Analysis

In addition to analyzing our results on a GAAP basis, management also reviews our results on an “Economic Income” basis. Economic Income excludes the adjustments described below that are required for presentation of our results on a GAAP basis, but that management does not consider when evaluating operating performance in any given period. Management uses Economic Income as the basis on which it evaluates our financial performance and makes resource allocation and other operating decisions. Management considers it important that investors review the same operating information that it uses.

Economic Income is a measure of pre-tax operating performance that excludes the following from our results on a GAAP basis:

•Income allocations to our executive managing directors on their direct interests in the Sculptor Operating Group. Management reviews operating performance at the Sculptor Operating Group level, where our operations are performed, prior to making any income allocations.

•Equity-based compensation expenses, depreciation and amortization expenses, changes in fair value of warrant liabilities, changes in the tax receivable agreement liability, net losses on ~~early~~ retirement of debt, gains and losses on fixed assets, and gains and losses on investments in funds, as management does not consider these items to be reflective of operating performance. However, the fair value of RSUs that are settled in cash to employees or executive managing directors is included as an expense at the time of settlement.

•Amounts related to non-cash interest expense accretion on ~~Debt Securities issued in exchange for 2016 Preferred Units in connection with~~debt. The 2020 Term Loan and the ~~Recapitalization. Upon exchange,~~ Debt Securities were each recognized at ~~fair value~~a significant discount, as proceeds from each borrowing were allocated to warrant liabilities and ~~are being accreted~~the 2019 Preferred Units, respectively, resulting in non-cash accretion to par ~~value~~ over time through interest expense for ~~GAAP; however, management~~GAAP. Management excludes these non-cash expenses from Economic Income, as it does not consider ~~this interest accretion~~them to be reflective of our ~~operating performance.~~economic borrowing costs.

•Amounts related to the consolidated funds, including the related eliminations of management fees and incentive income, as management reviews the total amount of management fees and incentive income earned in relation to total assets under management and fund performance.

In addition, expenses related to incentive income profit-sharing arrangements are generally recognized at the same time the related incentive income revenue is recognized, as management reviews the total compensation expense related to these arrangements in relation to any incentive income earned by the relevant fund. Further, deferred cash compensation is expensed in full in the year granted for Economic Income, rather than over the service period for GAAP.

As a result of the adjustments described above, as well as an adjustment to present management fees net of recurring placement and related service fees (rather than considering these fees an expense), management fees, incentive income, other revenues, compensation and benefits, interest expense, general, administrative and other expenses and net income (loss) attributable to noncontrolling interests as presented on an Economic Income basis are also non-GAAP measures.

For reconciliations of our non-GAAP measures to the respective GAAP measures, please see “—Economic Income Reconciliations” at the end of this MD&A.

Our non-GAAP financial measures should not be considered as alternatives to our GAAP net income allocated to Class A Shareholders or cash flow from operations, or as indicative of liquidity or the cash available to fund operations. Our non-GAAP measures may not be comparable to similarly titled measures used by other companies.

Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2021 Compared to Three ~~and Six~~ Months Ended ~~June 30, 2019~~March 31, 2020

Economic Income Revenues (Non-GAAP)


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,				Change
		2020		2019		2020		2019			2021		2020		$		%

		(dollars in thousands)															(dollars in thousands)
Economic Income Basis	Economic Income Basis									Economic Income Basis
Management fees	Management fees	$	56,432	$	57,635	$	116,294	$	117,650	Management fees	$	69,070	$	59,862	$	9,208	15	%
Incentive income	Incentive income	38,251		34,757		47,573		87,955		Incentive income	47,804		9,322		38,482		413	%
Other revenues	Other revenues	2,424		5,043		5,377		8,812		Other revenues	1,581		2,953		(1,372)		(46)	%
Total Economic Income Revenues	Total Economic Income Revenues	$	97,107	$	97,435	$	169,244	$	214,417	Total Economic Income Revenues	$	118,455	$	72,137	$	46,318	64	%

Economic Income revenues ~~for the quarter-to-date period remained relatively flat,~~increased $46.3 million, primarily due to the following:

•A ~~$1.2~~$9.2 million ~~decrease~~increase in management fees, driven primarily by ~~(i) a $5.8~~the following:

•Multi-strategy funds. A $3.6 million ~~decrease~~increase due to higher average assets under management.

•Opportunistic credit funds. A $3.7 million increase due to higher average assets under management in ~~Institutional~~the Sculptor Credit ~~Strategies,~~Opportunities Master Fund, as well as higher average fee-paying assets under management in certain of our open-ended credit funds, as additional capital was called into our Customized Credit Focused Platform.

•Real estate funds. A $2.0 million increase, primarily due to ~~$6.2 million of subordinated~~ management fees ~~that have been deferred to future periods, inclusive of a $2.6 million reversal of fees recognized~~ in the first quarter of 2020, as discussed above and has been driven by the ongoing market and economic impacts of the COVID-19 pandemic; and (ii) a $4.5 million decrease in multi-strategy funds due to lower average assets under management. These decreases were partiallyprior year being offset by ~~an $8.8 million increase~~recurring placement and related service fees incurred in ~~real estate funds, primarily due to~~connection with the ~~launch~~additional closes of Sculptor Real Estate Fund IV ~~during~~that occurred in the ~~fourth~~first quarter of ~~2019, which had its final closing in the second quarter of~~ 2020.

See “—Assets Under Management and Fund Performance—Weighted-Average Assets Under Management and Average Management Fee Rates” above for information regarding our average management fee rates.

•A ~~$3.5~~$38.5 million increase in incentive income, primarily due to the following:

•Real estate ~~funds.~~funds A ~~$939 thousand decrease~~$10.2 million increase in incentive income from our real estate funds, primarily due to ~~lower realizations, as these will vary from period to period based on exit opportunities.~~

•A $2.6 million decrease in other revenues primarily due to $1.6 million of certain transaction fees recognized in the prior year period related to Institutional Credit Strategies, as well as a $1.1 million decrease in interest income earned on cash and cash equivalents, primarily due to lower rates.

~~Economic Income revenues for the year-to-date period decreased $45.2 million, primarily due to the following:~~

•A $1.4 million decrease in management fees, driven primarily by (i) a $6.5 million decrease in multi-strategy funds due to lower average assets under management; and (ii) a $4.6 million decrease in Institutional Credit Strategies, primarily due to $6.2 million of subordinated management fees that have been deferred to future periods, as discussed above and has been driven by the ongoing market and economic impacts of the COVID-19 pandemic. These decreases were partially offset by a $10.5an $8.4 million increase in ~~real estate funds, primarily due to the launch of~~realizations from Sculptor Real Estate Fund ~~IV during the fourth quarter of 2019, which had its final closing in the second quarter of 2020. See “—Assets Under Management~~II and ~~Fund Performance—Weighted-Average Assets Under Management and Average Management Fee Rates” above for information regarding our average management fee rates.~~

•~~A $40.4~~a $3.2 million ~~decrease in incentive income, primarily due to the following:~~

•~~Multi-strategy funds.~~ ~~A $9.4 million decrease in incentive income from our multi-strategy funds, which was driven by: (i) a $15.6 million decrease related to fund investor redemptions; (ii) a $3.3 million decrease~~

~~from longer-term assets under management; and (iii) a $3.0 million decrease~~increase in tax distributions taken to cover tax liabilities on accrued unrecognized incentive income ~~that has been accrued~~ on ~~certain~~ longer-term assets under management. ~~These decreases were partially offset by a $12.5 million increase from assets under management subject to a one-year measurement period.~~

•A ~~$3.4~~$1.4 million decrease in other revenues ~~primarily due to $1.6 million of certain transaction fees recognized in the prior year period related to Institutional Credit Strategies, as well as~~driven by a ~~$1.7 million~~ decrease in interest income ~~earned on cash and cash equivalents, primarily~~ due to lower interest rates.

Economic Income Expenses (Non-GAAP)


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,				Change
		2020		2019		2020		2019			2021		2020		$		%

		(dollars in thousands)															(dollars in thousands)
Economic Income Basis	Economic Income Basis									Economic Income Basis
Compensation and benefits	Compensation and benefits	$	40,780	$	40,316	$	81,040	$	83,862	Compensation and benefits	$	52,535	$	40,260	$	12,275	30	%
Interest expense	Interest expense	3,888		2,419		7,805		6,316		Interest expense	4,434		3,917		517		13	%
General, administrative and other expenses	General, administrative and other expenses	136,665		22,290		162,342		54,052		General, administrative and other expenses	20,551		25,677		(5,126)		(20)	%
Total Economic Income Expenses	Total Economic Income Expenses	$	181,333	$	65,025	$	251,187	$	144,230	Total Economic Income Expenses	$	77,520	$	69,854	$	7,666	11	%

Economic Income expenses ~~for the quarter-to-date period~~ increased ~~by $116.3~~$7.7 million, primarily due to the following:

•
A $114.4 million increase in general, administrative and other expenses primarily driven by a $116.9 million legal provision accrual related to the matters described in Note 18, partially offset by reductions across various operating expense categories.

•A ~~$1.5~~$12.3 million increase in interest expense primarily due to a $2.7 million increase related to the Debt Securities, which began paying interest in 2020, partially offset by a $1.1 million decrease in interest expense related to the 2018 Term Loan due to repayments made in connection with the Recapitalization and subsequent paydowns in accordance with the Cash Sweep.

•~~Compensation and benefits expenses remained relatively flat period-over-period.~~

~~Economic Income expenses for the year-to-date period~~ ~~increased~~ ~~by $107.0 million, primarily due to the following:~~

•A $108.3 million increase in general, administrative and other expenses primarily driven by a $116.9 million legal provision accrual for the matters described in Note 18, partially offset by a $6.7 million decrease in professional services expenses, primarily due to higher legal and accounting fees incurred in connection with the Recapitalization in the prior-year period, as well as reductions across various operating expense categories

•~~A $2.8 million decrease~~ in compensation and benefits expenses, driven by ~~(i)~~ a ~~$1.8~~$15.1 million ~~decrease~~increase in bonus expense, primarily due to ~~lower guaranteed bonus accruals~~higher real estate incentive income profit sharing expense driven by realizations from Sculptor Real Estate Fund II and ~~deferred cash~~separation-related compensation ~~forfeiture reversals,~~for departing executives; partially offset

by ~~higher discretionary bonus accrual; and (ii)~~ a ~~$1.0~~$2.8 million decrease in salaries and benefits, as our worldwide headcount decreased to ~~367~~341 as of ~~June 30, 2020,~~March 31, 2021, from ~~394~~388 as of ~~June 30, 2019.~~March 31, 2020. Further, driving the decrease in salaries and benefits was the capitalization of $1.1 million of certain internal software implementation costs, as we continue to invest in technology to enhance future operational efficiencies.

•A ~~$1.5 million~~$517 thousand increase in interest expense primarily due to ~~a $4.8 million increase related to~~interest accruals on the ~~Debt Securities, which began paying interest in~~ 2020 Term Loan, partially offset by ~~a $3.3 million decrease in~~ interest ~~expense related to~~no longer accruing on the 2018 Term Loan ~~due to repayments made~~or Debt Securities, as these were repaid in full in the fourth quarter of 2020 in connection with the ~~Recapitalization~~closing of the 2020 Term Loan.

•An offsetting $5.1 million decrease in general, administrative and ~~subsequent paydowns~~other expenses primarily driven by a $5.3 million decrease in ~~accordance with the Cash Sweep.~~

~~Economic Income (Non-GAAP)~~

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(dollars in thousands)
Economic Income $ (84,225) $ 32,412 $ (81,942) $ 70,189

~~Economic Income was a loss of $84.2 million in the second quarter of 2020, compared to income of $32.4 million in the second quarter of 2019. This decline was~~professional services expenses, primarily due to ~~legal provisions recorded~~costs incurred in the ~~second quarter of 2020, lower interest income,~~prior year related to legal settlements and ~~higher interest expense, partially offset by an increase in incentive income,~~provisions, as well as reductions across various other operating expense ~~categories.~~categories, driven by travel restrictions and employees working from home.

Economic Income (Non-GAAP)


	Three Months Ended March 31,			Change
		2021		2020		$		%

		(dollars in thousands)
Economic Income		$	40,935	$	2,283	$	38,652	n/m

_______________

n/m - not meaningful

Economic Income was ~~a loss of $81.9~~$40.9 million in ~~the first half of 2020,~~2021, compared to ~~income of $70.2~~$2.3 million in ~~the first half of 2019.~~2020. This increase ~~in loss~~ was primarily due to higher ~~legal provisions, as well as lower~~ incentive income and management fees and lower ~~interest income, and higher interest expense,~~operating expenses, partially offset by ~~lower professional services expenses, driven by~~ higher legal and accounting fees incurred in connection with the Recapitalization in the prior-year period, lower compensation and benefits expense, as well as reductions across various operating expense categories.bonus expense.

Liquidity and Capital Resources

Overview

The working capital needs of our business have historically been met, and we anticipate will continue to be met, through cash generated from management fees and incentive income earned from our funds.

We ended the quarter with $198.0 million of unrestricted cash and cash equivalents, $104.9 million of longer-term U.S. government obligations (Treasury bills) and $82.3 million of management fees and incentive income receivable (substantially all of which was collected shortly after quarter-end). We also have access to an additional $25.0 million through our undrawn 2020 Revolving Credit Facility.

Based on management’s experience and our current level of assets under management, we believe that our current liquidity position, together with the cash generated from management fees will be sufficient to meet our anticipated fixed operating expenses (as defined below) and other working capital needs for at least the next 12 months. For our longer-term liquidity needs, we expect to continue to fund our fixed operating expenses through management fees and to fund discretionary cash bonuses and the repayment of our financing arrangements through a combination of management fees and incentive income. We may also decide to meet these requirements by issuing additional debt, equity or other securities.

Over the long term, we believe we will be able to grow our assets under management and generate positive investment performance in our funds, which we expect will allow us to grow our management fees and incentive income in amounts sufficient to cover our long-term liquidity requirements.

To maintain maximum flexibility to meet demands and opportunities both in the short and long term, and subject to existing contractual arrangements, we may want to use cash on hand, issue additional equity or borrow additional funds to:

•Support the future growth in our business.

•Create new or enhance existing products and investment platforms.

•Repay amounts due under our debt obligations and repurchase agreements.

•Repurchase Class A Shares or Sculptor Operating Group ~~from our funds, as well as other sources~~Units.

•Pursue new investment opportunities.

•Develop new distribution channels.

•Pay dividends.

Recent Developments

In the three months ended March 31, 2021, we repaid $174.4 million of ~~liquidity noted above and below.~~the 2020 Term Loan, leaving a balance of $145.0 million.

Liquidity Needs

Over the next 12 months, we expect that our primary liquidity needs will be to:

•Pay our operating expenses.

•Pay interest and principal ~~as applicable,~~ on our ~~debt obligations, repurchase agreements and 2019 Preferred Units, including required paydowns under the Cash Sweep discussed below.~~financing arrangements.

•Provide capital to facilitate the growth of our business, including making risk retention investments in CLOs managed by us that are subject to EU and UK risk retention rules.

•Pay income taxes, ~~as well as compensation-related~~RSU tax withholding ~~obligations.~~obligations and amounts due under the tax receivable agreement.

•Make cash distributions in accordance with our distribution ~~policy as discussed below under “—Dividends and Distributions.”~~policy.

In addition, our liquidity needs in the next 12 months may include $136.0 million of settlement costs incurred to resolve the restitution claim described in Note 18 to our consolidated financial statements included in this quarterly report, which we intend to pay from cash and cash equivalents and long-term U.S. government obligations.Operating Expenses

~~Historically,~~We generally rely on management fees ~~have been sufficient~~ to cover our “fixed” operating expenses, which we define as salaries, benefits, a minimum discretionary bonus and ~~our~~ general, administrative and other expenses, including upcoming lease payments as presented in Note 6 to our consolidated financial statements, incurred in the ordinary course of

business. Net capital outflows from our multi-strategy funds have resulted in lower management fees over the last several years, and while we are making every effort to scale our operations so that management fees are sufficient to cover our fixed operating expenses, our current management fees do not cover our current fixed operating expenses. Additionally, the global economic downturn due to the ongoing COVID-19 pandemic has increased the risk that our management fees may decline further. No assurances can be given that our management fees ~~ultimately~~ will be sufficient ~~for these purposes~~to cover our fixed operating expenses in future periods.

~~We have evaluated our financing arrangements in light of~~ To the COVID-19 pandemic to ensure compliance with debt covenants. As of the date of this filing, we remain in compliance with our debt covenants and we expect to continue to be in compliance under the terms of these arrangements in the near term. Our ability to access financial markets, should it be necessary, may be limited because of the COVID-19 pandemic.

~~Currently~~extent our management fees do not cover our fixed operating expenses, ~~and~~as well as to fund any other liabilities, we ~~intend to continue to~~would rely on cash on hand and incentive income to cover any ~~shortfall, as well as to fund any other liabilities.~~shortfall. We cannot predict the amount of incentive income, if any, that we may earn in any given year. Total annual revenues, which are heavily influenced by the amount of incentive income we earn, historically have been sufficient to fund both our fixed operating expenses and all of our other working capital needs, including annual discretionary cash bonuses. These cash bonuses, which historically have comprised our largest cash operating expense, are variable such that in any year where total annual revenues are greater or less than the prior year, cash bonuses may be adjusted accordingly. Our ability to scale our largest cash operating expense to our total annual revenues helps us manage our cash flow and liquidity position from year to year.

Based on our past results, management’s experience and our current level of assets under management, we believe that our existing cash resources, together with the cash generated from management fees will be sufficient to meet our anticipated fixed operating expenses and other working capital needs for at least the next 12 months. Working capital does not include contingent liabilities.

Historically, we have determined the amount of discretionary cash bonuses during the fourth quarter of each year, based on our total annual revenues. We have historically funded these amounts through fourth quarter management fees and incentive income crystallized on December 31, which represents the majority of the incentive income we typically earn each year. To the

extent our funds generate incentive income in the fourth quarter, we may elect to increase the amount of cash bonuses paid to employees over the amount already accrued throughout the year, with any incremental amounts recognized as expense in the fourth quarter. Although we cannot predict the amount, if any, of incentive income we may earn, we are able to regularly monitor expected management fees and we believe that we will be able to adjust our expense infrastructure, including discretionary cash bonuses, as needed to meet the requirements of our business and in order to maintain positive operating cash flows. Nevertheless, if we generate insufficient cash flows from operations to meet our short-term liquidity needs, we may have to borrow funds or sell assets, subject to existing contractual arrangements.

Financing Arrangements

We may use cash on hand to ~~repay all or a portion of~~pay interest and principal due on our ~~indebtedness outstanding or any other liabilities~~financing arrangements, including debt obligations and repurchase agreements, prior to their respective maturity or due dates, which would reduce amounts available to distribute to our Class A Shareholders. ~~Additionally, we~~We may also refinance all or a portion of ~~our~~any borrowings outstanding ~~indebtedness~~on or prior to their respective maturity dates. For any amounts unpaid as of a maturity or due date, we will be required to repay the remaining balance by using cash on hand, refinancing the remaining balance by ~~issuing~~incurring new ~~notes or entering into new credit facilities,~~debt, which could result in higher borrowing costs, or by issuing equity or other securities, which would dilute existing shareholders. ~~No assurance can be given that we will be able~~See Notes 7 and 8 to ~~issue new notes, enter into new credit facilities or issue equity or other securities in the future~~our consolidated financial statements for details on attractive terms or at all. Any new notes or new credit facilities that we may be able to issue or enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to meet our debt obligations ~~on terms that are favorable to us, our business may be adversely impacted.~~and repurchase agreements.

On July 27, 2017, the UK Financial Conduct Authority announced that it would phase out LIBOR as a benchmark by the end of 2021. To address a potential transition away from LIBOR, the Senior Subordinated Credit Agreement and Senior Credit Agreement each provide for an agreed upon methodology to calculate the new floating rate reference plus new applicable spreads. See “Part I, Item 1A.CLO Risk Factors—Risks Related to Our Business—Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our credit arrangements and our collateralized loan obligation transactions” in our Annual Report for additional information.

Retention Investments

In order to meet risk retention requirements for certain of the CLOs we manage, we use a combination of cash on hand, as well as financing under the CLO Investments Loans and repurchase agreements to fund our 5% risk retention investments. We expect to continue relying on a combination of cash on hand and financing to fund future CLO risk retention investments.

~~For our other longer-term liquidity requirements, we expect to continue to fund our fixed operating expenses through management fees and to fund discretionary cash bonuses and the repayment~~ Payments of ~~our debt obligations through a combination of management fees and incentive income. We may also decide to meet these requirements by issuing additional debt, equity or other securities.~~

To maintain maximum flexibility to meet demands and opportunities both in the short and long term, and subject to existing contractual arrangements, we may want to retain cash, issue additional equity or borrow additional funds to:

•~~Support the future growth in our business.~~

•~~Create new or enhance existing products and investment platforms.~~

•~~Repay amounts due under our debt obligations, repurchase agreements and 2019 Preferred Units.~~

•~~Repurchase Class A Shares or Sculptor Operating Group Units.~~

•~~Pursue new investment opportunities.~~

•~~Develop new distribution channels.~~

•~~Cover potential costs incurred in connection with the legal and regulatory matters described in the notes to our consolidated financial statements included in this report.~~

Market conditions, including the COVID-19 pandemic, and other factors may make it more difficult or costly to raise or borrow additional funds. Excessive costs or other significant market barriers may limit or prevent us from maximizing our growth potential and flexibility.

~~Cash Sweep~~

As part of the Recapitalization, we also instituted the Cash Sweep with regards to the paydown of the 2018 Term Loan and the 2019 Preferred Units. See Note 3 for detailed information regarding how the Cash Sweep amount is determined.

~~Debt Obligations~~

~~2018 Term Loan~~

As of June 30, 2020, $8.5 million remained outstanding under the 2018 Term Loan. In accordance with the Cash Sweep, we repaid an additional $36.5 million during the first half of 2020. See Note 8 for additional details, including information regarding financial covenants contained in these agreements. As of the date of this filing, we remain in compliance with these covenants and we expect to continue to be in compliance under the terms of the existing arrangements.

~~2019 Preferred Units and Debt Securities~~

In connection with the Recapitalization, $200.0 million of the 2016 Preferred Units was restructured into the Debt Securities and the remaining $200.0 million of the 2016 Preferred Units was restructured into the 2019 Preferred Units. As of June 30, 2020, both the Debt Securities and the 2019 Preferred Units remain outstanding. See Notes 8 and 10 for additional

information, including information regarding financial covenants contained in these agreements. As of the date of this filing, we remain in compliance with these covenants and we expect to continue to be in compliance under the terms of the existing arrangements.

We have the option to defer distributions on the 2019 Preferred Units, in which case such amount is added to the redemption value of the 2019 Preferred Units and would be eligible for the redemption discount described in Note 10. We elected to do so for the first two quarterly payments due during the first half of 2020.

~~CLO Investments Loans and Securities Sold Under Agreements to Repurchase~~

~~We enter into loans and repurchase agreements to finance portions of our required risk retention investments in CLOs. In general, we will make~~ interest and principal ~~payments~~ on these borrowings are generally due at such time interest and principal payments are received on our risk retention investments in the related ~~CLOs. These financing arrangements are not subject to any financial maintenance covenants, but are subject to customary events of default~~CLOs; therefore, our CLO risk retention investments and ~~covenants included in financing arrangements of this type~~related financings generally have a net positive impact on our liquidity at each CLO interest and also include terms that require our continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, the CLO Investments Loans may be accelerated to the extent there is an event of default (“EOD”) at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as aprincipal payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. For the repurchase agreements, in addition to customary events of default and covenants included in financing arrangements of this type, there are margin requirements that may cause us to post additional cash collateral; however, this is only triggered in the event of an EOD at the CLO level. Currently, we do not view any of the customary or CLO level EODs for these types of financing arrangements as a material risk. In particular, an EOD related to an interest payment default on the senior, non-deferrable interest notes of the type of cash flow CLOs that we manage has been unprecedented even during the credit crisis in 2008 and 2009. See Notes 9 and 11 to our consolidated financial statements for additional details.date.

Tax Receivable Agreement

We have made, and may in the future be required to make, payments under the tax receivable agreement that we entered into with our executive managing directors and Ziff Investors Partnership, L.P. II and certain of its affiliates and control persons (the “Ziffs”). As of ~~June 30, 2020,~~March 31, 2021, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Sculptor Operating Group assets, we expected to pay our executive managing directors and the Ziffs approximately ~~$187.5~~$182.5 million. Future cash savings and related payments to our executive managing directors under the tax receivable agreement in respect of subsequent exchanges would be in addition to these amounts. See Note 1816 to our consolidated financial statements for additional details.

Payments under the tax receivable agreement are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the tax receivable agreement.

The obligation to make payments under the tax receivable agreement is an obligation of Sculptor Corp, and any other corporate taxpaying entities that hold Group B Units, and not of the Sculptor Operating Group. We may need to incur debt to finance payments under the tax receivable agreement to the extent the Sculptor Operating Group does not distribute cash to Sculptor Corp in an amount sufficient to meet our obligations under the tax receivable agreement.

6560

The actual increase in tax basis of the Sculptor Operating Group assets resulting from an exchange or from payments under the tax receivable agreement, as well as the amortization thereof and the timing and amount of payments under the tax receivable agreement, will vary based upon a number of factors, including the following:

•The amount and timing of our income will impact the payments to be made under the tax receivable agreement. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Sculptor Operating Partnerships’ assets, payments required under the tax receivable agreement would be reduced.

•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Sculptor Operating Partnerships’ assets resulting from such exchange; payments under the tax receivable agreement resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.

•The composition of the Sculptor Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the tax receivable agreement resulting from any future exchanges.

•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Sculptor Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the tax receivable agreement.

•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the tax receivable agreement.

Depending upon the outcome of these factors, payments that we may be obligated to make to our executive managing directors and the Ziffs under the tax receivable agreement in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the tax receivable agreement, the timing and amounts of any such actual payments are not reasonably ascertainable.

Dividends and Distributions

The table below presents the cash dividends paid on our Class A Shares in 2021 and 2020. We did not declare a dividend in respect of the first three quarters of 2020 in respect of earnings for the first three quarters. Dividends are generally declared and ~~2019.~~paid in the quarter following the quarter to which they relate. For example, the dividend paid on May 25, 2021, was in respect of earnings for the first quarter of 2021. We paid no related cash distributions to our executive managing directors on their Sculptor Operating Group Units in the respective ~~periods.~~periods as a result of the Distribution Holiday.

Class A Shares

Payment Date

Record Date

Dividend
per Share

March 4, 2021

February 25, 2021

2.35

March 3, 2020

February 25, 2020

0.53

~~November 25, 2019~~

~~November 18, 2019~~

~~0.03~~

~~August 21, 2019~~

~~August 14, 2019~~

~~0.32~~

~~May 28, 2019~~

~~May 20, 2019~~

~~0.37~~

~~March 29, 2019~~

~~March 22, 2019~~

~~0.23~~

~~As discussed in Note 3, in~~On May 5, 2021, we announced a cash dividend of $0.30 per Class A Share. The dividend is payable on May 25, 2021, to holders of record as of the close of business on May 18, 2021.

In connection with the Recapitalization, ~~and pursuant to the Cash Sweep,~~ we and our executive managing directors agreed to a “Distribution Holiday” on the Group A ~~Units, Group D~~ Units, Group E Units, Group P Units and certain RSUs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income ~~adjusted for certain items described in the Sculptor Operating Partnership limited partnership agreements~~ is realized and (y) April 1, 2026. During the Distribution Holiday, dividends may continue to be paid on our Class A Shares. As of March 31, 2021, we have generated a total of $412.0 million of Distribution Holiday Economic Income, compared to the target of $600.0 million.

~~As agreed~~

Distribution Holiday Economic Income is the cumulative amount of Economic Income earned since October 1, 2018, less any dividends paid to ~~as part~~Class A Shareholders or on the now-retired Preferred Units. Distribution Holiday Economic Income is a non-GAAP measure that is defined in the agreements of limited partnership of the ~~Recapitalization, during~~Sculptor Operating Partnerships and is being presented to provide an update on the progress made toward the $600.0 million target required to exit the Distribution Holiday. Please see “—Distribution Holiday ~~pursuant~~Economic Income Reconciliation” for a reconciliation of Distribution Holiday Economic Income to net income attributable to Class A Shareholders.

During the ~~Cash Sweep,~~Distribution Holiday, we expect to pay dividends on our Class A Shares annually in an aggregate amount equal to not less than 20% or greater than 30% of our annual Economic Income less an estimate of payments under the tax receivable agreement, ~~Preferred Units distributions (whether paid or deferred)~~ and income taxes related to the earnings for the periods; provided, that, if the minimum amount of dividends

eligible to be made hereunder would be $1.00 or less per Class A Share, then up to $1.00 per Class A Share (subject to appropriate adjustment in the event of any equity dividend, equity split, combination or other similar recapitalization with respect to the Class A Shares). ~~As a result~~During the Distribution Holiday, (i) we will only make distributions with respect to Group B Units, (ii) the performance thresholds of ~~our Economic Income for the first~~Group P Units and ~~second quarters of 2020, less an estimate for payments under the tax receivable agreement, accrued Preferred Units~~PSUs shall be adjusted to take into account performance and distributions during such period, and ~~income taxes, we did not declare a~~(iii) RSUs will continue to receive dividend equivalents in respect of ~~the first~~dividends or ~~second quarters of 2020. Dividends are generally declared and paid in the quarter following the quarter to which they relate. For example, the dividend~~distributions paid on ~~March 3, 2020, was~~the Class A Shares. For certain executive managing directors, distributions on RSUs, as well as distributions counted in ~~respect~~determining whether performance conditions of ~~earnings for~~Group P Units and PSUs are met, are limited to an aggregate amount not to exceed $4.00 per Group P Unit, PSU or RSU, as applicable, cumulatively during the ~~fourth quarter~~Distribution Holiday. Following the termination of ~~2019.~~the Distribution Holiday, Group A Units and Group E Units (whether vested or unvested) shall receive distributions even if such units have not been booked-up.

The declaration and payment of any distribution may be subject to legal, contractual or other restrictions. For example, as a Delaware corporation, the Registrant’s Board may only declare and pay dividends either out of its surplus (as defined in Delaware General Corporation Law) or in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Our cash needs and payment obligations may fluctuate significantly from quarter to quarter, and we may have material unexpected expenses in any period. This may cause amounts available for distribution to significantly fluctuate from quarter to quarter or may reduce or eliminate such amounts.

Additionally, RSUs outstanding accrue dividend equivalents equal to the dividend amounts paid on our Class A Shares. To date, these dividend equivalents have been awarded in the form of additional RSUs, which accrue additional dividend equivalents. The dividend equivalents will only be paid if the related RSUs vest and will be settled at the same time as the underlying RSUs. Our Board of Directors has the right to determine whether the RSUs and any related dividend equivalents will be settled in Class A Shares or in cash. We currently withhold shares to satisfy the tax withholding obligations related to vested RSUs and dividend equivalents held by our employees, which results in the use of cash from operations or borrowings to satisfy these tax-withholding payments.

Historically, when we have paid dividends on our Class A Shares, we also made distributions to our executive managing directors on their interests in the Sculptor Operating Group, subject to the terms of the limited partnership agreements of the Sculptor Operating Partnerships; however, as part of the Recapitalization, the Sculptor Operating Partnerships initiated the Distribution Holiday. See Note 3 to our consolidated financial statements in ~~this report~~our Annual Report for additional information regarding the Distribution Holiday.

Our cash distribution policy has certain risks and limitations, particularly with respect to our liquidity. Although we expect to pay distributions according to our policy, we may not make distributions according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the distribution. Furthermore, by paying cash distributions rather than investing that cash in our businesses, we might risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our obligations, operations, new investments or unanticipated capital expenditures, should the need arise. In such event, we may not be able to execute our business and growth strategy to the extent intended.

Risks to Our Liquidity

Net capital outflows from our multi-strategy funds over the last several years caused our management fees to decline for a period of time. While outflows have stabilized over the last couple of quarters and we continuously make every effort to scale our operations so that management fees are sufficient to cover our fixed operating expenses, our management fees may not

always cover these expenses. Additionally, in the event that a future contingent liability were to arise that exceeded our liquidity resources, we would need to rely on new sources of liquidity such as issuing additional equity or borrowing additional funds.

Any new borrowing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to meet our debt obligations on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new notes, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.

Adverse market conditions, including the COVID-19 pandemic, increase the risk that our management fees and incentive income may decline if net outflows increase or as a result of performance-related depreciation in our funds. Lower revenues and other factors may make it more difficult or costly to raise or borrow additional funds, and excessive borrowing costs or other significant market barriers may limit or prevent us from maximizing our growth potential and flexibility. We have also evaluated our financing arrangements in light of the COVID-19 pandemic to ensure compliance with debt covenants. Through the date of this filing, we remain in compliance with our debt covenants and expect to continue to be in compliance in the near term. Our ability to access financial markets, should it be necessary, may be limited because of the COVID-19 pandemic.

Our CLO risk retention financing arrangements are not subject to any financial maintenance covenants, but are subject to customary events of default and covenants included in financing arrangements of this type and also include terms that require our continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, the CLO Investments Loans may be accelerated to the extent there is an event of default (“EOD”) at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. For the repurchase agreements, in addition to customary events of default and covenants included in financing arrangements of this type, there are margin requirements that may cause us to post additional cash collateral; however, this is only triggered in the event of an EOD at the CLO level. Currently, we do not view any of the customary or CLO level EODs for these types of financing arrangements as a material risk. In particular, an EOD related to an interest payment default on the senior, non-deferrable interest notes of the type of cash flow CLOs that we manage has been unprecedented even during the credit crisis in 2008 and 2009.

On March 5, 2021, the UK Financial Conduct Authority announced that it would phase out LIBOR as a benchmark immediately after December 31, 2021, for sterling, euro, Japanese yen, Swiss franc and 1-week and 2-month U.S. Dollar settings and immediately after June 30, 2023, the remaining U.S. Dollar settings. To address the transition away from LIBOR, the 2020 Credit Agreement provides for an agreed upon methodology to establish a new floating rate reference plus new applicable spreads. In the first quarter of 2020, we formed an internal LIBOR Transition Working Group to help effectuate an orderly transition from LIBOR. Our senior management has oversight of these transition efforts, and periodic updates are provided to the Audit Committee of our Board of Directors. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business—Changes in the method of determining LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect our credit arrangements and our collateralized loan obligation transactions” in our Annual Report for additional information.

Our Funds’ Liquidity and Capital Resources

Our funds have access to liquidity from our prime brokers and other counterparties. Additionally, our funds may have committed facilities in addition to regular financing from our counterparties. These sources of liquidity provide our funds with additional financing resources, allowing them to take advantage of opportunities in the global marketplace.

Our funds’ current liquidity position could be adversely impacted by any substantial, unanticipated investor redemptions from our funds that are made within a short time period. As discussed above in “—Assets Under Management and Fund Performance,” capital contributions from investors in our multi-strategy and open-end opportunistic credit funds generally are subject to initial lock-up periods of one to three years. Following the expiration of these lock-up periods, subject to certain limitations, investors may redeem capital generally on a quarterly or annual basis upon giving 30 to 90 days’ prior written notice. These lock-ups and redemption notice periods help us to manage our liquidity position. Investors in our other funds are generally not allowed to redeem until the end of the life of the fund.

We also follow a rigorous risk management process and regularly monitor the liquidity of our funds’ portfolios in relation to economic and market factors and the timing of potential investor redemptions. As a result of this process, we may determine to reduce exposure or increase the liquidity of our funds’ portfolios at any time, whether in response to global economic and market conditions, redemption requests or otherwise. For these reasons, we believe we will be well prepared to address market conditions and redemption requests, as well as any other events, with limited impact on our funds’ liquidity

position. Nevertheless, significant redemptions made during a single quarter could adversely affect our funds’ liquidity position, as we may meet redemptions by using our funds’ available cash or selling assets (possibly at a loss). Such actions would result in lower assets under management, which would reduce the amount of management fees and incentive income we may earn. Our funds could also meet redemption requests by increasing leverage, provided we are able to obtain financing on reasonable terms, if at all. We believe our funds have sufficient liquidity to meet any anticipated redemptions for the foreseeable future. ~~Please see the risk factor included in “Item 1A. Risk Factors” in this quarterly report for additional information.~~

Cash Flows Analysis

Operating Activities. Net cash from operating activities for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$0.7~~$266.9 million and ~~$43.1~~$(15.1) million, respectively. Our net cash flows from operating activities are generally comprised of current-year management fees, the collection of incentive income earned during the fourth quarter of the previous year, interest income collected on our investments in CLO’s, less cash used for operating expenses, including interest paid on our debt obligations. ~~Additionally, net cash from operating activities also includes the investment activities of the funds we consolidate.~~

Net cash flows from operating activities for the ~~six~~three months ended ~~June 30, 2020 decreased~~March 31, 2021 increased from the prior year period ~~driven by investment activities~~due to higher year-end incentive income earned in 2020 than in 2019, a large portion of the funds we consolidate. These investment-related cash flows are of the consolidated funds and do not directly impact the cash flows related to our Class A Shareholders. As we deconsolidated certain of our funds2020 incentive was collected in the ~~third quarter 2019, we do not expect significant cash flows in the future from consolidated funds. This decrease was partially offset by higher~~beginning of 2021, as compared to year-end incentive income earned in 2019, a large portion of which was collected in the beginning of ~~2020, as compared to year-end incentive income earned in 2018, a large portion of which was collected in the beginning of 2019.~~2020. The increases in operating cash flows were partially offset by higher discretionary bonuses in 2020, which were paid in the first quarter of 2021, as compared to discretionary bonuses in 2019, which were paid in the first quarter of ~~2020, as compared to discretionary bonuses in 2018, which were paid in the first quarter of 2019.~~2020. Additionally, in the current year period as compared to the prior year period, we collected less incentive income from our real estate ~~funds, and paid less in interest expense, primarily as a result of the lower average outstanding balance on the 2018 Term Loan.~~funds.

Investing Activities. Net cash from investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$(67.7)~~$(22.4) million, and ~~$(10.2)~~$(46.8) million, respectively. Investing cash outflows in 2021 primarily related to purchases of U.S. government obligations and investments made in our funds, partially offset by maturities and sales of U.S. government obligations. Investing cash outflows in 2020 primarily related to purchases of U.S. government obligations and investments made in our funds, partially offset by maturities and sales of U.S. government obligations. Investing cash outflows in 2019 primarily related to purchases of U.S. government obligations and investments in our funds, partially offset by return of investments of U.S. government obligations and investments in funds.

Financing Activities. Net cash from financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$(46.2)~~$(230.0) million, and ~~$(176.6)~~$(36.2) million, respectively. Net cash from financing activities is generally comprised of dividends paid to our Class A Shareholders, borrowings and repayments related to our debt obligations, and proceeds from repurchase agreements used to finance risk retention investments in our ~~European~~ CLOs. Contributions from noncontrolling interests, which primarily relate to fund investor contributions into the consolidated funds (prior to the deconsolidation of certain of our funds in the third quarter of 2019), and distributions to noncontrolling interests, which primarily relate to fund investor redemptions from the consolidated funds (prior to the deconsolidation of certain of our funds in the third quarter of 2019) and distributionsDistributions to our executive managing directors on their Group A Units (prior to the Distribution Holiday), are also included in net cash from financing activities.

~~As we deconsolidated certain of our funds in the third quarter 2019, we do not expect significant cash flows in the future from consolidated funds.~~

In the ~~six~~three months ended ~~June 30,~~March 31, 2021, we repaid $174.4 million of the 2020 Term Loan. In thethree months ended March 31, 2020, we repaid ~~$36.5~~$27.0 million of the 2018 Term Loan. ~~In the~~six months ended June 30, 2019, we repaid $145.0 million of the 2018 Term Loan and a $21.1 million CLO Investment Loan. In the six months ended June 30, 2019, we entered into a $16.3 million repurchase agreement to finance risk retention investment in a European CLO.

We paid dividends of $56.0 million to our Class A Shareholders in the three months ended March 31, 2021, compared to dividends of $11.6 million to our Class A Shareholders in the ~~six~~three months ended June 30, 2020, compared to dividends of $12.3 million to our Class A Shareholders in the six months ended June 30, 2019. In 2020, the only dividend paid was in respect of the fourth quarter of 2019, which was paid on March ~~3, 2020. No dividends were declared in respect of the first~~

~~two quarters of~~31, 2020. No distributions were made to our executive managing directors in the ~~six~~three months ended ~~June 30,~~March 31, 2021 or March 31, 2020, ~~or the six months ended June 30, 2019,~~ as a result of the Distribution Holiday.

~~Contractual Obligations~~

~~The table below summarizes our contractual cash obligations as of June 30, 2020, and the effect such obligations are expected to have on our liquidity and cash flows in future periods.~~

July 1, 2020-December 31, 2020 2021-2022 2023-2024 Thereafter Total
(dollars in thousands)
Long-term debt⁽¹⁾
$ — $ 46,263 $ 106,828 $ 119,035 $ 272,126
Estimated interest on long-term debt⁽²⁾
5,812 22,373 14,691 7,117 49,993
Securities sold under agreements to repurchase⁽³⁾
— — — 97,670 97,670
Operating leases⁽⁴⁾
11,204 40,598 34,375 82,234 168,411
Tax receivable agreement⁽⁵⁾
11,796 27,608 82,543 65,514 187,461
Unrecognized tax benefits⁽⁶⁾
— — — — —
Incentive income subject to clawback⁽⁷⁾
— — — — —
Total Contractual Obligations $ 28,812 $ 136,842 $ 238,437 $ 371,570 $ 775,661

~~_______________~~

~~(1)~~Represents indebtedness outstanding under the Debt Securities, 2018 Term Loan and the CLO Investments Loans. In relation to CLO Investments Loans, the amounts present our best estimate of the timing of expected payments on investments in CLOs, as the timing of payments on CLO Investments Loans is contingent on principal payments made to us on our investments in CLOs. Amounts presented represent expected cash payments, and have not been reduced for any discounts or deferred debt issuance costs that are netted against these balances for presentation in our consolidated balance sheet.

~~(2)Represents expected future interest payments on long-term debt based on the LIBOR and EURIBOR rates that were in effect as of June 30, 2020.~~

~~(3)~~Represents payments on securities sold under agreements to repurchase in accordance with the set scheduled maturity date that corresponds to the maturities of the securities sold under such transaction and exclude any interest payments as such amounts cannot be reasonably estimated. Interest payments on securities sold under agreements are based on the weighted average effective interest rate of each class of securities that have been sold, plus a spread to be agreed upon by the parties.

~~(4)Represents the payments required under our various operating leases for office space and data centers.~~

~~(5)~~Represents the maximum amounts that would be payable to our executive managing directors and the Ziffs under the tax receivable agreement assuming that we will have sufficient taxable income each year to fully realize the expected tax savings resulting from the purchase by the Sculptor Operating Group of Group A Units with proceeds from the 2007 Offerings, as well as subsequent exchanges. In light of the numerous factors affecting our obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table above.

~~(6)~~We are not currently able to make a reasonable estimate of the timing of payments in individual years in connection with our unrecognized tax benefits of $8.3 million, and therefore these amounts are not included in the table above.

~~(7)~~As of June 30, 2020, we had incentive income collected from certain of our funds that is subject to clawback in the event of future losses in the respective fund. We are not currently able to make a reasonable estimate of the timing of payments, if any, as the payments are contingent on future realizations of investments in the respective fund, the timing of which is uncertain.

~~Off-Balance Sheet Arrangements~~

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning general partner interests in our funds and retained interests in a CLO we manage. We also have ongoing capital commitment arrangements with certain of our funds. None of our off-balance sheet arrangements require us to fund losses or guarantee target returns to investors in any of our other investment funds. See Notes 5 and 6 of our consolidated financial statements included in this report for information on our retained and variable interests in our funds and CLOs.

Critical Accounting Policies and Estimates

Critical accounting policies are those that require us to make significant judgments, estimates or assumptions that affect amounts reported in our financial statements or the notes thereto. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable and prudent. Actual results may differ

materially from these estimates. See Note 2 toin our ~~consolidated financial statements included in this report~~Annual Report for a description of our accounting policies. Set forth below is a summary of what we believe to be our most critical accounting policies and estimates.

Fair Value of Investments

The valuation of investments held by our funds is the most critical estimate made by management impacting our results. Pursuant to specialized accounting for investment companies under GAAP, investments held by the funds are carried at their estimated fair values. The valuation of investments held by our funds has a significant impact on our results, as our management fees and incentive income are generally determined based on the fair value of these investments.

GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the assets and liabilities. Assets and liabilities with readily available, actively quoted prices (Level I) or for which fair value can be measured from actively quoted prices (Level II) generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value than those measured using pricing inputs that are unobservable in the market (Level III). See Note 54 to our consolidated financial statements included in this report for additional information regarding fair value measurements.

As of ~~June 30,~~March 31, 2021, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately 36% within Level I; approximately 47% within Level II; and approximately 17% within Level III. As of December 31, 2020, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately ~~29%~~35% within Level I; approximately ~~50%~~48% within Level II; and approximately 21% within Level III. As of December 31, 2019, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately 30% within Level I; approximately 51% within Level II; and approximately 19%17% within Level III. The percentage of our funds’ assets and liabilities within the fair value hierarchy will fluctuate based on the investments made at any given time and such fluctuations could be significant. A portion of our funds’ Level III assets relate to Special Investments or other investments on which we do not earn any incentive income until such investments are sold or otherwise realized. Upon the sale or realization event of these assets, any realized profits are included in the calculation of incentive income for such year. Accordingly, the estimated fair value of our funds’ Level III assets may not have any relation to the amount of incentive income actually earned with respect to such assets.

Valuation of Investments. Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants as of the measurement date. The fair value of our funds’ investments is based on observable market prices when available. We, as the investment manager of our funds, determine the fair value of investments that are not actively traded on a recognized securities exchange or otherwise lack a readily ascertainable market value. The methods and procedures to value these investments may include the following: performing comparisons with prices of comparable or similar securities; obtaining valuation-related information from the issuers; calculating the present value of future cash flows; assessing other analytical data and information relating to the investment that is an indication of value; obtaining information provided by third parties; and evaluating financial information provided by the management of these investments.

Significant judgment and estimation go into the assumptions that drive our valuation methodologies and procedures for assets that are not actively traded on a recognized securities exchange or otherwise lack a readily ascertainable market value. The valuation of investments can be more difficult when severe economic and market shocks occur. The COVID-19 pandemic is an example of such a shock. The actual amounts ultimately realized could differ materially from the values estimated based on the use of these methodologies. Realizations at values significantly lower than the values at which investments have been reflected could result in losses at the fund level and a decline in future management fees and incentive income. Such situations may also negatively impact fund investor perception of our valuation policies and procedures, which could result in redemptions and difficulties in raising additional capital.

We have established an internal control infrastructure over the valuation of financial instruments that includes ongoing oversight by our Valuation Controls Group and Valuation Committee, as well as periodic audits by our Internal Audit ~~Group.~~function. These management control functions are segregated from the trading and investing functions.

The Valuation Committee is responsible for establishing the valuation policy and monitors compliance with the policy, ensuring that all of the funds’ investments reflect fair value, as well as providing oversight of the valuation process. The valuation policy includes, but is not limited to the following: determining the pricing sources used to value specific investment classes; the selection of independent pricing services; performing due diligence of independent pricing services; and the classification of

investments within the fair value hierarchy. The Valuation Committee reviews a variety of reports on a monthly basis, which include the following: summaries of the sources used to determine the value of the funds’ investments; summaries of the fair value hierarchy of the funds’ investments; methodology changes and variance reports that compare the values of investments to independent pricing services. The Valuation Committee is independent from the investment professionals and may obtain input from investment professionals for consideration in carrying out its responsibilities.

The Valuation Committee has assigned the responsibility of performing price verification and related quality controls in accordance with the valuation policy to the Valuation Controls Group. The Valuation Controls Group’s other responsibilities include the following: overseeing the collection and evaluation of counterparty prices, broker-dealer quotations, exchange prices and pricing information provided by independent pricing services. Additionally, the Valuation Controls Group is responsible for performing back testing by comparing prices observed in executed transactions to valuations and valuations provided by independent pricing service providers on a bi-weekly and monthly basis; performing stale pricing analysis on a monthly basis; performing due diligence reviews on independent pricing services on an annual basis; and recommending changes in valuation policies to the Valuation Committee. The Valuation Controls Group also verifies that indicative broker quotations used to value certain investments are representative of fair value through procedures such as comparison to independent pricing services, back testing procedures, review of stale pricing reports and performance of other due diligence procedures as may be deemed necessary.

Investment professionals and members of the Valuation Controls Group review a daily profit and loss report, as well as other periodic reports that analyze the profit and loss and related asset class exposure of the funds’ investments.

The Internal Audit ~~Group~~function employs a risk-based program of audit coverage that is designed to provide an assessment of the design and effectiveness of controls over our operations, regulatory compliance, valuation of financial instruments and reporting. Additionally, the Internal Audit ~~Group~~function meets periodically with management and the Audit Committee of our Board of Directors to evaluate and provide guidance on the existing risk framework and control environment assessments.

For information regarding the impact that the fair value measurement of assets under management has on our results, please see “Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk.”

Recognition of Incentive Income

The determination of whether to recognize incentive income under GAAP requires a significant amount of judgment regarding whether it is probable that a significant revenue reversal of incentive income that we are potentially entitled to as of a point in time will not occur in future periods, which would preclude the recognition of such amounts as incentive income. Management considers a variety of factors when evaluating whether the recognition of incentive income is appropriate, including: the performance of the fund, whether we have received or are entitled to receive incentive income distributions and whether such amounts are restricted, the investment period and expected term of the fund, where the fund is in its life-cycle, the volatility and liquidity of investments held by the fund, our team’s experience with similar investments and potential sales of investments within the fund. Management continuously evaluates whether there are additional considerations that could potentially impact the recognition of incentive income and notes that the recognition, and potential reversal, of incentive income is subject to potentially significant variability due to changes to the aforementioned considerations. See Note 11 for details on amounts recognized and deferred for incentive income.

Variable Interest Entities

The determination of whether or not to consolidate a variable interest entity under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, management has conducted an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate the entity. Management continually reconsiders whether we should consolidate a variable interest entity. Upon the occurrence of certain events, such as investor redemptions or modifications to fund organizational documents and

investment management agreements, management will reconsider its conclusion regarding the status of an entity as a variable interest entity.

Income Taxes

We use the asset and liability method of accounting for deferred income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred income tax asset will not be realized.

Substantially all of our deferred income tax assets relate to the goodwill and other intangible assets deductible for tax purposes by Sculptor Corp that arose in connection with the purchase of Group A Units with proceeds from the 2007 Offerings, subsequent exchanges of Group A Units for Class A Shares and subsequent payments made under the tax receivable agreement, in addition to any related net operating loss carryforward. In accordance with relevant provisions of the Code, we expect to take these goodwill and other intangible deductions over the 15-year period following the 2007 Offerings and subsequent exchanges, as well as an additional 20-year loss carryforward period available to us for net operating losses generated prior to 2018 and indefinite carryforward period for net operating losses generated beginning 2018, in order to fully realize the deferred income tax assets. Our analysis of whether we expect to have sufficient future taxable income to realize these deductions is based solely on estimates over this period.

Sculptor Corp generated taxable income of ~~$9.0~~$17.4 million for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, before taking into account deductions related to the amortization of the goodwill and other intangible assets. We determined that we would need to generate taxable income of at least ~~$1.0 billion~~$922.0 million over the remaining ~~4-year~~three-year weighted-average amortization period, as well as an additional 20-year loss carryforward period available for expiring losses, in order to fully realize the deferred income tax assets. Using the estimates and assumptions discussed below, we expect to generate sufficient taxable income over the remaining amortization and loss carryforward periods available to us in order to fully realize the deferred income tax assets.

To generate ~~$1.0 billion~~$922.0 million in taxable income over the remaining amortization and loss carryforward periods available to us, we estimated that, based on estimated assets under management of ~~$35.3~~$37.0 billion as of ~~July~~April 1, ~~2020,~~2021, we would need to generate a minimum compound annual growth rate in assets under management of less than 3% over the period for which the taxable income estimate relates to fully realize the deferred income tax assets, assuming no performance-related growth, and therefore no incentive income. The assumed nature and amount of this estimated growth rate are not based on historical results or current expectations of future growth; however, the other assumptions underlying the taxable income estimates, are based on our near-term operating budget. If our actual growth rate in assets under management falls below this minimum threshold for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred income tax assets and may need to record a valuation allowance.

Management regularly reviews the model used to generate the estimates, including the underlying assumptions. If it determines that a valuation allowance is required for any reason, the amount would be determined based on the relevant circumstances at that time. To the extent we record a valuation allowance against our deferred income tax assets related to the goodwill and other intangible assets, we would record a corresponding decrease in the liability under the tax receivable agreement equal to approximately 69% of such amount; therefore, our consolidated net income (loss) would only be impacted by 31% of any valuation allowance recorded against the deferred income tax assets.

Actual taxable income may differ from the estimate described above, which was prepared solely for determining whether we currently expect to have sufficient future taxable income to realize the deferred income tax assets. Furthermore, actual or estimated future taxable income may be materially impacted by significant changes in assets under management, whether as a result of fund investment performance or fund investor contributions or redemptions, significant changes to the assumptions underlying our estimates, future changes in income tax law, state income tax apportionment or other factors.

As of ~~June 30, 2020,~~March 31, 2021, we had $243.1 million of net operating losses available to offset future taxable income for federal income tax purposes that will expire between 2030 and 2037, and ~~$133.8~~$154.0 million of net operating losses available to be carried

forward without expiration. Additionally, ~~$168.6~~$174.8 million of net operating losses are available to offset future taxable income for state income tax purposes and ~~$164.8~~$171.0 million for local income tax purposes that will expire between 2035 and ~~2039.~~2041.

Based on the analysis set forth above, as of ~~June 30, 2020,~~March 31, 2021, we have determined that it is not necessary to record a valuation allowance with respect to our deferred income tax assets related to the goodwill and other intangible assets deductible for tax purposes, and any related net operating loss carryforward. However, we have determined that we may not realize certain foreign income tax credits and accordingly, a valuation allowance of ~~$11.1~~$9.8 million has been established for these items.

Impact of Recently Adopted Accounting Pronouncements on Recent and Future Trends

The Financial Accounting Standards Board (the “FASB”) has issued various Accounting Standards Updates (“ASUs”) that could impact our future trends. For additional details regarding these ASUs, including methods of adoption, see Note 2 to our consolidated financial statements included in this report for additional information.

No changes to GAAP that went into effect during the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, are expected to substantively impact our future trends.

Expected Impact of Future Adoption of New Accounting Pronouncements on Future Trends

None of the changes to GAAP that have been issued but that we have not yet adopted are expected to substantively impact our future trends.

7368

Economic Income Reconciliations

The tables below present the reconciliations of total Economic Income and its components to the respective GAAP measures for the periods presented in this MD&A:

Three Months Ended June 30,
2020 2019
(dollars in thousands)
Net Loss Attributable to Class A Shareholders—GAAP $ (25,239) $ (8,625)
Change in redemption value of Preferred Units 1,986 —
Net Loss Allocated to Sculptor Capital Management, Inc.—GAAP $ (23,253) $ (8,625)
Net loss allocated to Group A Units (42,130) (8,148)
Equity-based compensation, net of RSUs settled in cash 17,641 37,095
Adjustment to recognize deferred cash compensation in the period of grant 5,934 2,017
Recapitalization-related non-cash interest expense accretion 786 4,104
Income taxes (17,400) 10,134
Net losses on early retirement of debt 170 595
Net gains on investments (29,176) (3,148)
Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance 935 1,282
Changes in tax receivable agreement liability — (5,362)
Depreciation, amortization and net gains and losses on fixed assets 2,135 2,501
Other adjustments 133 (33)
Economic Income—Non-GAAP $ (84,225) $ 32,412


		Six Months Ended June 30,							Three Months Ended March 31,
		2020		2019			2021		2020

		(dollars in thousands)							(dollars in thousands)
Net (Loss) Income Attributable to Class A Shareholders—GAAP		$	(53,506)	$	28,458
Net Income Attributable to Class A Shareholders—GAAP						Net Income Attributable to Class A Shareholders—GAAP	$	(20,293)	$	(28,267)
Change in redemption value of Preferred Units	Change in redemption value of Preferred Units	3,313		(44,364)		Change in redemption value of Preferred Units	—		1,327
Net Loss Allocated to Sculptor Capital Management, Inc.—GAAP	Net Loss Allocated to Sculptor Capital Management, Inc.—GAAP	(50,193)		(15,906)		Net Loss Allocated to Sculptor Capital Management, Inc.—GAAP	(20,293)		(26,940)
Net loss allocated to Group A Units	Net loss allocated to Group A Units	(67,467)		(15,517)		Net loss allocated to Group A Units	(19,253)		(25,337)
Equity-based compensation, net of RSUs settled in cash	Equity-based compensation, net of RSUs settled in cash	42,039		74,318		Equity-based compensation, net of RSUs settled in cash	30,202		24,398
Adjustment to recognize deferred cash compensation in the period of grant	Adjustment to recognize deferred cash compensation in the period of grant	8,113		4,585		Adjustment to recognize deferred cash compensation in the period of grant	8,995		2,179
Recapitalization-related non-cash interest expense accretion		2,651		6,415
2020 Term Loan and Debt Securities non-cash discount accretion						2020 Term Loan and Debt Securities non-cash discount accretion	434		1,865
Income taxes	Income taxes	(27,368)		13,520		Income taxes	(1,715)		(9,968)
Net losses on early retirement of debt		693		6,053
Net losses (gains) on investments		4,892		(5,837)
Changes in fair value of warrant liabilities						Changes in fair value of warrant liabilities	24,944		—
Net losses on retirement of debt						Net losses on retirement of debt	23,673		523
Net (gains) losses on investments						Net (gains) losses on investments	(5,362)		34,068
Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance	Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance	1,517		3,659		Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance	(2,498)		582
Changes in tax receivable agreement liability	Changes in tax receivable agreement liability	(278)		(5,362)		Changes in tax receivable agreement liability	(580)		(278)
Depreciation, amortization and net gains and losses on fixed assets	Depreciation, amortization and net gains and losses on fixed assets	3,937		5,049		Depreciation, amortization and net gains and losses on fixed assets	1,735		1,802
Other adjustments	Other adjustments	(478)		(788)		Other adjustments	653		(611)
Economic Income—Non-GAAP	Economic Income—Non-GAAP	$	(81,942)	$	70,189	Economic Income—Non-GAAP	$	40,935	$	2,283

Economic Income Revenues


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(dollars in thousands)
															(dollars in thousands)
Management fees—GAAP	Management fees—GAAP	$	60,383	$	61,400	$	127,336	$	125,023	Management fees—GAAP	$	73,961	$	66,953
Adjustment to management fees⁽¹⁾	Adjustment to management fees⁽¹⁾	(3,951)		(3,765)		(11,042)		(7,373)		Adjustment to management fees(1)	(4,891)		(7,091)
Management Fees—Economic Income Basis—Non-GAAP	Management Fees—Economic Income Basis—Non-GAAP	56,432		57,635		116,294		117,650		Management Fees—Economic Income Basis—Non-GAAP	69,070		59,862

Incentive income—Economic Income Basis—GAAP		38,238		34,757		47,560		87,955
Adjustment to incentive income⁽²⁾		13		—		13		—
Incentive Income—Economic Income Basis—Non-GAAP		38,251		34,757		47,573		87,955

Incentive Income—Economic Income Basis—GAAP and Non-GAAP										Incentive Income—Economic Income Basis—GAAP and Non-GAAP	47,804		9,322


Other Revenues—Economic Income Basis—GAAP and Non-GAAP	Other Revenues—Economic Income Basis—GAAP and Non-GAAP	2,424		5,043		5,377		8,812		Other Revenues—Economic Income Basis—GAAP and Non-GAAP	1,581		2,953
Total Revenues—Economic Income Basis—Non-GAAP	Total Revenues—Economic Income Basis—Non-GAAP	$	97,107	$	97,435	$	169,244	$	214,417	Total Revenues—Economic Income Basis—Non-GAAP	$	118,455	$	72,137

_______________

(1)Adjustment to present management fees net of recurring placement and related service fees, as management considers these fees a reduction in management fees, not an expense. The impact of eliminations related to the consolidated funds is also removed.

~~(2)Adjustment to exclude the impact of eliminations related to the consolidated funds.~~

7569

Economic Income Expenses


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(dollars in thousands)													(dollars in thousands)
																(dollars in thousands)
Compensation and benefits—GAAP	Compensation and benefits—GAAP	$	65,290	$	80,709	$	132,709	$	166,424	Compensation and benefits—GAAP	$	89,234	$	67,419
Adjustment to compensation and benefits⁽¹⁾	Adjustment to compensation and benefits⁽¹⁾	(24,510)		(40,393)		(51,669)		(82,562)		Adjustment to compensation and benefits(1)	(36,699)		(27,159)
Compensation and Benefits—Economic Income Basis—Non-GAAP	Compensation and Benefits—Economic Income Basis—Non-GAAP	$	40,780	$	40,316	$	81,040	$	83,862	Compensation and Benefits—Economic Income Basis—Non-GAAP	$	52,535	$	40,260

Interest expense—GAAP	Interest expense—GAAP	$	4,674	$	6,523	$	10,456	$	12,731	Interest expense—GAAP	$	4,868	$	5,782
Adjustment to interest expense⁽²⁾	Adjustment to interest expense⁽²⁾	(786)		(4,104)		(2,651)		(6,415)		Adjustment to interest expense(2)	(434)		(1,865)
Interest Expense—Economic Income Basis—Non-GAAP	Interest Expense—Economic Income Basis—Non-GAAP	$	3,888	$	2,419	$	7,805	$	6,316	Interest Expense—Economic Income Basis—Non-GAAP	$	4,434	$	3,917

General, administrative and other expenses—GAAP	General, administrative and other expenses—GAAP	$	142,615	$	28,427	$	177,321	$	66,215	General, administrative and other expenses—GAAP	$	27,376	$	34,706
Adjustment to general, administrative and other expenses⁽³⁾	Adjustment to general, administrative and other expenses⁽³⁾	(5,950)		(6,137)		(14,979)		(12,163)		Adjustment to general, administrative and other expenses(3)	(6,825)		(9,029)
General, Administrative and Other Expenses—Economic Income Basis—Non-GAAP	General, Administrative and Other Expenses—Economic Income Basis—Non-GAAP	$	136,665	$	22,290	$	162,342	$	54,052	General, Administrative and Other Expenses—Economic Income Basis—Non-GAAP	$	20,551	$	25,677

_______________

(1)Adjustment to exclude equity-based compensation, as management does not consider these non-cash expenses to be reflective of our operating performance. However, the fair value of RSUs that are settled in cash to employees or executive managing directors is included as an expense at the time of settlement. In addition, expenses related to incentive income profit-sharing arrangements are generally recognized at the same time the related incentive income revenue is recognized, as management reviews the total compensation expense related to these arrangements in relation to any incentive income earned by the relevant fund. Further, deferred cash compensation is expensed in full in the year granted for Economic Income, rather than over the service period for GAAP.

(2)Adjustment to exclude amounts related to non-cash interest expense accretion on ~~Debt Securities issued in exchange for 2016 Preferred Units in connection with~~debt. The 2020 Term Loan and the ~~Recapitalization. Upon exchange,~~ Debt Securities were each recognized at ~~fair value~~a significant discount, as proceeds from each borrowing were allocated to warrant liabilities and ~~are being accreted~~the 2019 Preferred Units, respectively, resulting in non-cash accretion to par ~~value~~ over time through interest expense for ~~GAAP; however, management~~GAAP. Management excludes these non-cash expenses from Economic Income, as it does not consider ~~this interest accretion~~them to be reflective of ~~the operating performance of the Company.~~our economic borrowing costs.

(3)Adjustment to exclude depreciation, amortization and losses on fixed assets as management does not consider these items to be reflective of our operating performance. Additionally, recurring placement and related service fees are excluded, as management considers these fees a reduction in management fees, not an expense.

Distribution Holiday Economic Income Reconciliation

The table below presents the reconciliation of Distribution Holiday Economic Income to net income (loss) attributable to Class A Shareholders from October 1, 2018, to March 31, 2021.


	From October 1, 2018 to March 31, 2021
	(dollars in thousands)



Net income attributable to Class A shareholders	$	200,826
Change in redemption value of Preferred Units	(37,412)
Net Income Allocated to Sculptor Capital Management, Inc.	163,414
Net loss allocated to Group A Units	(69,802)
Equity-based compensation, net of RSUs settled in cash	249,147
Adjustment to recognize deferred cash compensation in the period of grant	(26,027)
Recapitalization-related non-cash interest expense accretion	19,156
Income taxes	120,541
Changes in fair value of warrant liabilities	32,492
Net losses on retirement of debt	35,059
Net gains on investments	(18,023)
Adjustment for expenses related to compensation and profit-sharing arrangements based on fund investment performance	(9,294)
Changes in tax receivable agreement liability	(5,020)
Depreciation, amortization and net gains and losses on fixed assets	19,907
Other adjustments	1,938
Less: Dividends paid on 2019 Preferred Units	(6,952)
Less: Dividends to Class A Shareholders declared with respect to such periods	(94,541)
Distribution Holiday Economic Income—Non-GAAP	$	411,995

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our predominant exposure to market risk is related to our role as general partner or investment manager for the funds, and the sensitivities to movements in the fair value of their investments that may adversely affect our management fees and incentive income.

The quantitative information provided in this section was prepared using estimates and assumptions that management believes are reasonable to provide an indication of the directional impact that a hypothetical adverse movement in certain risks would have on net income attributable to Class A Shareholders. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below.

Management of Market Risk

Risk management is highly integrated with our investment process and the operations of our business. Our approach to investing and managing risk is based on (i) proactive risk management, (ii) preservation of capital, (iii) dynamic capital allocation and (iv) expertise across strategies and geographies. We constantly monitor risk and have instituted a formal and consistent process to disseminate information, conduct informed debate, and take proactive or responsive action across our portfolios. In addition to our formalized process, we conduct custom studies and optimizations for various groups on an as-needed, ad hoc basis such as bespoke hedge solutions, pre-trade what-if analysis, and portfolio rebalance alternatives. Our goal is to preserve capital during periods of market decline and generate competitive investment performance in rising markets. We use sophisticated risk tools and active portfolio management to govern exposures to market and other risk factors. We adhere strictly to each fund’s mandate and provisions with respect to leverage. We are knowledgeable about the risks of fund leverage, respectful of its limits, and judicious in our application. We allocate to individual investments based on a thorough analysis of the risk/reward for each opportunity under consideration and the investment objectives for each of our funds. When managing our funds’ exposure to market risks, we may from time to time use hedging strategies and various forms of derivative instruments to limit the funds’ exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices.

Changes in Fair Value

Fair value of the financial assets and liabilities of ~~the~~our funds may fluctuate in response to changes in the value of investments, foreign currency exchange rates, commodity prices, and interest ~~rates.~~rates, among other factors. The fair value changes in the financial assets and liabilities of ~~the~~our funds may affect the amount of our assets under management and may impact the amount of management fees and incentive income we may earn from the funds.

~~With regards to~~The amount of our assets under management in our multi-strategy and opportunistic credit funds is generally based on net asset value (plus unfunded commitments in certain cases). A 10% change in the ~~consolidated funds,~~fair value of the net ~~effect~~assets held by our funds as of ~~these fair value changes primarily impacts the~~March 31, 2021 and December 31, 2020, would have resulted in a change of approximately $1.7 billion and $1.6 billion, respectively, in assets under management. Assets under management for our real estate funds and securitization vehicles are not based on net gains of consolidated funds in our consolidated statements of comprehensive income (loss); however, a large portion of these fair value changes is absorbed by the investors of these funds (noncontrolling interests). We may also be entitled to a portion of these earnings through our incentive income allocation as general partner of these funds.asset value.

Impact on Management Fees

Management fees for our multi-strategy and opportunistic credit funds are generally based on the net asset value of those funds. Accordingly, management fees will generally change in proportion to changes in the fair value of investments held by these funds. Management fees for our real estate funds and ~~certain other funds~~securitization vehicles are ~~generally~~not based on ~~committed capital during the~~

~~original investment period and invested capital thereafter;~~net asset value; therefore, management fees are not directly impacted by changes in the fair value of investments held by those funds.

A hypothetical 10% decline in the fair value of the net assets held by our funds would have resulted in a reduction of management fees by approximately $4.9 million in the three months ended March 31, 2021 and $4.2 million in three months ended March 31, 2020.

Impact on Incentive Income

Incentive income for our funds is generally based on a percentage of profits generated by our funds over a commitment period, which is impacted by global market conditions and other factors. Major factors that influence the degree of impact include how the investments held by our funds are impacted by changes in the market and the extent to which any hurdle rates or high-water marks impact our ability to earn incentive income. Consequently, incentive income cannot be readily predicted or estimated.

~~Market Risk~~

The amount of our assets under management is generally based on the net asset value of multi-strategy and opportunistic credit funds, and committed or invested capital for our real estate funds. A 10% change in the fair value of the net assets held by our funds as of June 30, 2020 and December 31, 2019, would have resulted in a change of approximately $1.5 billion and $1.4 billion, respectively, in our assets under management.

A 10% change in the fair value of the net assets held by our funds as of July 1, 2020 (the date management fees are calculated for the third quarter of 2020) would impact management fees charged on that day by approximately $4.1 million. A 10% change in the fair value of the net assets held by our funds as of January 1, 2020, would have impacted management fees charged on that day by approximately $3.6 million.

A 10% change in the fair value of the net assets held by our funds as of the end of any year ~~(excluding unrealized gains and losses in Special Investments or other investments on which we do not earn any incentive income until such investments are sold or otherwise realized),~~ could significantly affect our incentive ~~income, as incentive income is generally based on a percentage of annual profits generated by our funds.~~income. We do not earn incentive income on unrealized gains attributable to Special Investments and certain other investments, and therefore a change in the fair value of those investments would have no effect on incentive ~~income.~~income until such investments are sold or otherwise realized.

Exchange Rate Risk

~~Our funds~~Changes in currency rates will impact the carrying value of financial instruments denominated in currencies other than the U.S. dollar. We hold certain cash and risk retention investments in the European CLOs as well as related financing (CLO Investments Loans and repurchase agreements) denominated in non-U.S. dollar currencies, which may be affected by movements in the rate of exchange between the U.S. dollar and foreign currencies. Additionally, a portion of our operating expenses and management fees are denominated in non-U.S. dollar currencies. We manage our exposure to exchange rate risks through our regular operating activities, wherein we may align foreign currency payments and receipts, and when appropriate, through the use of derivative financial instruments to economically hedge certain foreign currency exposure, although the impact of these were not material in three months ended March 31, 2021 and 2020.

We estimate that as of ~~June 30,~~March 31, 2021 and 2020, ~~and December 31, 2019,~~ a hypothetical 10% weakening or strengthening of the U.S. dollar against all ~~or any combination of currencies to which our funds have exposure to exchange~~foreign currency rates would not have a material ~~effect~~direct impact on our revenues, net income attributable to Class A Shareholders or Economic Income. The impact on cash flows from financial instruments would be insignificant.

Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movement in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. The funds may seek to hedge resulting currency exposure through borrowings in foreign currencies or through the use of derivative financial instruments.

Interest Rate Risk

Borrowings under the ~~Debt Securities, 2018~~2020 Term Loan ~~as well as~~and our investments in CLOs ~~accrue interest at variable rates. Our funds also have financing arrangements and hold credit instruments that~~ accrue interest at variable rates. Interest rate changes may therefore ~~impact~~affect the amount of our interest ~~income and interest expense,~~payments, future earnings and cash flows.

We estimate that as of ~~June 30,~~March 31, 2021 and 2020, ~~and December 31, 2019,~~ a ~~100 basis point~~hypothetical one percentage increase or decrease in variable interest rates would not have a material ~~effect~~direct impact on our annual interest income, interest expense, net income attributable to Class A Shareholders or Economic Income. A tightening of credit and an increase in prevailing interest rates could make it more difficult for us to raise capital and sustain the growth rate of the funds.

Our investment funds hold investments that may be affected by changes in interest rates. A material increase in interest rates would be expected to negatively affect valuation of investments that accrue interest at fixed rates. The actual impact would be dependent upon the average duration of fixed income holdings at the time and may be partially offset by the use of derivative financial instruments and higher interest income on variable rate securities. For funds that pay management fees based on net asset value, we estimate that our management fees would change proportionally with such increases or decreases in net asset value.

Credit Risk

Credit risk is the risk that counterparties or debt issuers may fail to fulfill their obligations or that the collateral value may become inadequate to cover our exposure. We manage credit risk by monitoring the credit exposure to and the creditworthiness of counterparties, requiring additional collateral where appropriate.

Item 4. Controls and Procedures

Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as

appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of ~~June 30, 2020,~~March 31, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level as of ~~June 30, 2020.~~March 31, 2021.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, that occurred in the ~~second~~first quarter of ~~2020~~2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

7874

PART II –- OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time involved in litigation and claims incidental to the conduct of our business. Like other businesses in our industry, we are subject to extensive scrutiny by regulatory agencies globally that have, or may in the future have, regulatory authority over us and our business activities. This has resulted in, or may in the future result in, regulatory agency investigations, litigation and subpoenas, and related sanctions and costs. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business—Regulatory changes in jurisdictions outside the ~~United States~~U.S. could adversely affect our business” in our Annual Report. See Note 1816 to our consolidated financial statements included in this report for additional information.

Item 1A. Risk Factors

~~In addition to the risk factor below, please~~Please see “Item 1A. Risk Factors” in our Annual Report for a discussion of the risks material to our business.

The uncertainty surrounding the ongoing COVID-19 pandemic, including the length and severity of its impact on global economic activity, has had a substantial negative impact on many benchmark market indices and significantly increased volatility in equity and debt prices, interest and exchange rates, commodity prices and the ratings and cash flows of collateral in the CLOs that we manage. These factors have adversely impacted our business in many ways, including reducing the amount of our assets under management and our incentive income in the first quarter of 2020 and to the extent that we have performance-related depreciation at year-end, may cause us to recognize lower management fees and incentive income in the remainder of 2020, which could further adversely impact our business, financial condition, results of operations and liquidity. Additionally, we face various potential operational challenges due to the ongoing COVID-19 pandemic.

The recent global economic downturn related to the COVID-19 pandemic has adversely impacted the amount of our assets under management and may cause us to recognize lower management fees and incentive income in 2020 and may continue to adversely impact our revenues in the near term. The degree to which COVID-19 may continue to impact our business, results of operations, financial condition and liquidity will depend on future developments, which are highly uncertain, difficult to predict and outside of our control, including the continued global spread of COVID-19, the severity and the duration of the pandemic, further actions that may be taken by governmental authorities, businesses or individuals and how quickly and to what extent normal economic and operating conditions can resume. Risks that could be brought by the continuation of the COVID-19 pandemic include, but are not limited to, dislocations in market prices for investments in our funds, substantial market uncertainty which could lead to a decline in assets under management and other negative effects that could flow from an overall economic downturn. As a result, the further impact on our business, results of operations, financial condition and liquidity cannot be reasonably estimated at this time, but the impact could be significant.

In the first half of 2020, we experienced unrealized losses on our risk retention investments held in certain of the CLOs that we manage. Although this has not had a material impact on the interest income generated from our CLO investments to date, it has reduced the fair value of our investments and may have a material impact on the amount of interest income we may earn from these investments in the future. Furthermore, because of ratings downgrades and defaults on certain of the collateral held by our CLOs, some of those CLOs failed to satisfy one or more overcollateralization tests, and as a result, we stopped recognizing management fees for these CLOs until the collateral tests are remedied and such fees are paid. In the event the persistent market conditions do not sufficiently recover over the life cycle of these CLOs, management fees from our securitization vehicles will continue to deteriorate. To the extent the overcollateralization tests in our CLOs have not been resolved, the amount of management fees deferred would continue to increase, which may negatively impact the amounts we recognize as revenue in future periods.

To ensure the safety of our employees and in response to mandated precautions, where applicable, nearly all of our employees are working remotely at this time to mitigate the risks associated with COVID-19. While we believe we have been successful in implementing our business continuity plan, unexpected operational challenges may arise in the future. If we or any of our key service providers were to experience material disruptions in the ability for our or their employees to work remotely, our ability to operate our business could be materially adversely impacted. If our employees, including our executive managing

directors and key investment professionals, were to become seriously ill, our ability to operate our business could be materially disrupted. Any such disruptions to our business operations could have a material adverse impact on our business, results of operation, financial condition or liquidity.

~~In addition, the continuation or a resurgence of the COVID-19 pandemic could heighten many other risks described in the “Risk Factors” section of our Annual Report.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

8075

Item 6. Exhibits


Exhibit No.						~~Description~~

































































































































































































































































~~4.1~~10.1*+						~~Form of Indenture, incorporated herein by reference to Exhibit 4.7 of our Registration Statement on Form S-3, filed on May 18, 2020 (File No. 333-238477).~~

~~10.1+~~						Second Amendment to Partner Agreement ~~by and among James Levin, Sculptor Capital Management, Inc.,~~between each of Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP, and James Levin, dated asJanuary 29, 2021.

10.2*+						Amendment to Partner Agreement between each of ~~June 9, 2020, incorporated herein by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on June 10, 2020.~~Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP, and Robert Shafir, dated January 29, 2021.





10.3*+						Partner Agreement Between Sculptor Capital LP and Robert Shafir, dated March 26, 2021.

10.4*+						Partner Agreement Between Sculptor Capital Advisors LP and Robert Shafir, dated March 26, 2021.

10.5*+						Partner Agreement Between Sculptor Capital Advisors II LP and Robert Shafir, dated March 26, 2021.

31.1*						Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.

31.2*						Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.

32.1*						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*						The following financial information from the Quarterly Report on Form 10-Q for the three months ended ~~June 30, 2020,~~March 31, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); ~~(iii)~~(iv) Consolidated Statements of Changes in Shareholders’ Equity (Deficit); ~~(iv)~~(v) Consolidated Statements of Cash Flows; and ~~(v)~~(vi) Notes to Consolidated Financial Statements.

104*						Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

*						Filed herewith

**						Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

+						Management contract or compensatory plan or arrangement

8176

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~August~~May 6, ~~2020~~2021

SCULPTOR CAPITAL MANAGEMENT, INC.

By:

/s/ ~~Thomas M. Sipp~~Dava Ritchea

~~Thomas M. Sipp~~Dava Ritchea

Chief Financial Officer and Executive Managing Director

8277


	March 31, 2020		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		June 30, 2020

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	155,287	$	—	$	—	$	1,074	$	(185)	$	22,666	$	178,842


	March 31, 2019		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		June 30, 2019

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	158,468	$	—	$	—	$	25,903	$	(4,615)	$	1,791	$	181,547

Investments of consolidated funds:
Bank debt	$	59,169	$	10,777	$	(13,974)	$	16,873	$	(36,635)	$	(80)	$	36,130


	December 31, 2019		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		June 30, 2020

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	182,870	$	—	$	—	$	4,407	$	(185)	$	(8,250)	$	178,842


	December 31, 2018		Transfers In		Transfers Out		Investment Purchases / Issuances		Investment Sales / Settlements		Gains / Losses		June 30, 2019

	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	181,868	$	—	$	—	$	26,711	$	(27,750)	$	718	$	181,547

Investments of consolidated funds:
Bank debt	$	75,613	$	8,702	$	(27,313)	$	27,128	$	(48,592)	$	592	$	36,130
Corporate bonds	$	—	$	—	$	—	$	987	$	(981)	$	(6)	$	—


	Six Months Ended June 30, 2020						Six Months Ended June 30, 2019
	Management Fees		Incentive Income		Management Fees		Incentive Income

	(dollars in thousands)
Multi-strategy funds	$	61,587	$	36,364	$	68,600	$	45,784
Credit
Opportunistic credit funds	20,796		7,420		21,139		32,989
Institutional Credit Strategies	23,351		—		27,571		—
Real estate funds	21,594		3,776		7,249		9,182
Other	8		—		464		—
Total	$	127,336	$	47,560	$	125,023	$	87,955


	Most Recent Closing or Refinancing Year				Assets Under Management as of June 30,
				Deal Size			2020			2019

		(dollars in thousands)

Collateralized loan obligations	2017	$	4,209,590		$	3,475,548		$	3,494,157
	2018	7,487,273			7,055,741			7,099,508
	2019	2,985,214			2,875,534			2,499,499
	2020	409,250			397,938			394,957
		15,091,327			13,804,761			13,488,121

Aircraft securitizations	2018	696,000			497,611			497,611
	2019	1,128,000			379,350			542,822
	2020	472,732			382,963			—
		2,296,732			1,259,924			1,040,433

Collateralized bond obligation	2019	349,550			274,632			—
Other funds	n/a	n/a			59,978			190,187
		$	17,737,609		$	15,399,295		$	14,718,741


	Inception to Date as of June 30, 2020
			Total Investments																Realized/Partially Realized Investments⁽¹⁾
	Total Commitments		Invested Capital⁽²⁾		Total Value⁽³⁾		Gross IRR⁽⁴⁾		Net IRR⁽⁵⁾		Gross MOIC⁽⁶⁾	Invested Capital		Total Value		Gross IRR⁽⁴⁾		Gross MOIC⁽⁶⁾

Fund (Investment Period)	(dollars in thousands)
Sculptor Real Estate Fund I⁽⁷⁾ (2005-2010)	$	408,081	$	386,298	$	845,975	25.5	%	16.1	%	2.2x	$	386,298	$	845,975	25.5	%	2.2x
Sculptor Real Estate Fund II⁽⁷⁾ (2011-2014)	839,508		762,588		1,554,419		32.8	%	21.6	%	2.0x	762,588		1,554,419		32.8	%	2.0x
Sculptor Real Estate Fund III⁽⁷⁾(2014-2019)	1,500,000		1,053,427		1,708,462		28.3	%	18.4	%	1.6x	653,617		1,171,822		35.3	%	1.8x
Sculptor Real Estate Fund IV⁽⁸⁾ (2019-2023)	2,596,024		122,556		146,208		n/m		n/m		n/m	65,056		86,762		n/m		n/m
Sculptor Real Estate Credit Fund I⁽⁸⁾(2015-2020)	736,225		354,196		415,295		n/m		n/m		n/m	130,028		168,063		n/m		n/m
Other funds	1,139,097		439,504		577,615		n/m		n/m		n/m	63,189		108,964		n/m		n/m
	$	7,218,935	$	3,118,569	$	5,247,974						$	2,060,776	$	3,936,005


	June 30, 2020
	Longer-Term Assets Under Management		Accrued Unrecognized Incentive Income

	(dollars in thousands)
Multi-strategy funds	$	392,077	$	13,302
Credit
Opportunistic credit funds	4,002,526		114,241
Institutional Credit Strategies	15,385,517		—
Real estate funds	4,736,545		99,879
Other	770		—
	$	24,517,435	$	227,422


	July 1, 2020-December 31, 2020		2021-2022		2023-2024		Thereafter		Total

	(dollars in thousands)
Long-term debt⁽¹⁾	$	—	$	46,263	$	106,828	$	119,035	$	272,126
Estimated interest on long-term debt⁽²⁾	5,812		22,373		14,691		7,117		49,993
Securities sold under agreements to repurchase⁽³⁾	—		—		—		97,670		97,670
Operating leases⁽⁴⁾	11,204		40,598		34,375		82,234		168,411
Tax receivable agreement⁽⁵⁾	11,796		27,608		82,543		65,514		187,461
Unrecognized tax benefits⁽⁶⁾	—		—		—		—		—
Incentive income subject to clawback⁽⁷⁾	—		—		—		—		—
Total Contractual Obligations	$	28,812	$	136,842	$	238,437	$	371,570	$	775,661