Perella Weinberg Partners (the “Firm” or “PWP”) (NASDAQ:PWP) today
reported financial results for the second quarter ended June 30,
2021. The Firm reported record quarterly revenues of $255.5 million
for the three months ended June 30, 2021, compared with $114.6
million for the three months ended June 30, 2020. GAAP net income
and adjusted net income were $9.0 million and $61.7 million,
respectively, for the three months ended June 30, 2021, compared
with GAAP net loss of ($22.1) million and adjusted net income of
$1.5 million for the three months ended June 30, 2020. GAAP diluted
earnings per Class A share was ($0.32) for the three months ended
June 30, 2021.
First half 2021 revenues were a record $425.3
million, compared with $207.0 million for the first half of 2020.
GAAP net income and adjusted net income were $31.5 million and
$93.2 million for the six months ended June 30, 2021, respectively,
compared with GAAP net loss of ($26.2) million and adjusted net
income of $6.2 million for the six months ended June 30, 2020,
respectively. GAAP diluted earnings per Class A share was ($0.32)
for the six months ended June 30, 2021. All net income prior to the
closing of the Business Combination on June 24, 2021 is allocated
to GAAP net income attributable to non-controlling interests and
excluded from the earnings per share calculation.“PWP delivered
record results in the second quarter of 2021 as demand for advisory
services remains elevated across our business. We continue to see
high levels of activity across all service lines, sectors, and
geographies driven by a further expansion of client coverage and a
deepening of relationships, supported by our dedicated and
collaborative team. In the quarter, PWP completed its transition to
a public company, an important milestone in our firm’s 15-year
history, and one which will help support future growth and
development opportunities. We remain committed to providing trusted
and high quality strategic and financial advice to our clients and
delivering long-term value to our shareholders,” stated Peter
Weinberg, Chief Executive Officer.
* Throughout this release, adjusted figures represent non-GAAP
information. See “Non-GAAP Financial Measures” and the tables at
the end of this release for an explanation of the adjustments and
reconciliations to the comparable GAAP numbers.
Selected Financial Data
(Unaudited) (Dollars in Thousands, Except Per
Share Amounts)
|
U.S. GAAP |
|
As Adjusted |
|
Three Months Ended June 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
Revenues |
$ |
255,520 |
|
|
$ |
114,601 |
|
|
$ |
255,520 |
|
|
$ |
114,601 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total compensation and benefits |
171,469 |
|
|
92,433 |
|
|
162,931 |
|
|
86,253 |
|
Non-compensation expenses |
34,565 |
|
|
42,869 |
|
|
29,978 |
|
|
26,393 |
|
Operating income (loss) |
49,486 |
|
|
(20,701 |
) |
|
62,611 |
|
|
1,955 |
|
Total non-operating income (expenses) |
(39,965 |
) |
|
(592 |
) |
|
(527 |
) |
|
390 |
|
Income (loss) before provision
for income taxes |
9,521 |
|
|
(21,293 |
) |
|
62,084 |
|
|
2,345 |
|
Income tax benefit (expense) |
(521 |
) |
|
(834 |
) |
|
(370 |
) |
|
(834 |
) |
Net income (loss) |
$ |
9,000 |
|
|
$ |
(22,127 |
) |
|
$ |
61,714 |
|
|
$ |
1,511 |
|
Net income (loss) attributable
to non-controlling interests |
|
21,499 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable
to Perella Weinberg Partners |
$ |
(12,499 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) per share
attributable to Class A common shareholders (1) |
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(0.29 |
) |
|
|
|
|
|
|
|
|
|
Diluted (2) |
$ |
(0.32 |
) |
|
|
|
|
|
NM |
|
|
|
Weighted-average shares Class
A common stock outstanding (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
42,956,667 |
|
|
|
|
|
|
|
|
|
|
Diluted |
|
94,013,583 |
|
|
|
|
|
|
|
|
|
|
(1) Represents net income (loss) per share of Class A
common stock and weighted-average shares of Class A common stock
outstanding for the period from June 24, 2021 through June 30,
2021, the period following the Business Combination.(2)
Adjusted net income (loss) per share - diluted for the period
ending June 30, 2021 is not meaningful or comparative to GAAP
diluted earnings per share which is only reflective of the six days
of income after the Business Combination on June 24, 2021.
Selected Financial Data
(Unaudited) (Dollars in Thousands, Except Per
Share Amounts)
|
U.S. GAAP |
|
As Adjusted |
|
Six Months Ended June 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Revenues |
$ |
425,322 |
|
|
$ |
206,997 |
|
|
$ |
425,322 |
|
|
$ |
206,997 |
|
Operating expenses: |
|
|
|
|
|
|
|
Total compensation and benefits |
287,096 |
|
|
157,129 |
|
|
272,236 |
|
|
144,765 |
|
Non-compensation expenses |
60,696 |
|
|
74,164 |
|
|
54,464 |
|
|
56,043 |
|
Operating income (loss) |
77,530 |
|
|
(24,296 |
) |
|
98,622 |
|
|
6,189 |
|
Total non-operating income (expenses) |
(43,478 |
) |
|
(349 |
) |
|
(3,006 |
) |
|
1,594 |
|
Income (loss) before provision
for income taxes |
34,052 |
|
|
(24,645 |
) |
|
95,616 |
|
|
7,783 |
|
Income tax benefit (expense) |
(2,545 |
) |
|
(1,544 |
) |
|
(2,394 |
) |
|
(1,544 |
) |
Net income (loss) |
$ |
31,507 |
|
|
$ |
(26,189 |
) |
|
$ |
93,222 |
|
|
$ |
6,239 |
|
Net income (loss) attributable
to non-controlling interests |
|
44,006 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable
to Perella Weinberg Partners |
$ |
(12,499 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) per share
attributable to Class A common shareholders (1) |
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(0.29 |
) |
|
|
|
|
|
|
|
|
|
Diluted (2) |
$ |
(0.32 |
) |
|
|
|
|
|
NM |
|
|
|
Weighted-average shares Class
A common stock outstanding (1) |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
42,956,667 |
|
|
|
|
|
|
|
|
|
|
Diluted |
|
94,013,583 |
|
|
|
|
|
|
|
|
|
|
(1) Represents net income (loss) per share of Class A
common stock and weighted-average shares of Class A common stock
outstanding for the period from June 24, 2021 through June 30,
2021, the period following the Business Combination.(2)
Adjusted net income (loss) per share - diluted for the period
ending June 30, 2021 is not meaningful or comparative to GAAP
diluted earnings per share which is only reflective of the six days
of income after the Business Combination on June 24,
2021.
Revenues
For the second quarter 2021,
revenues were a record $255.5 million, an increase of
123% from $114.6 million for the second quarter 2020. For
the first half 2021, revenues were a record $425.3 million, an
increase of 105% from $207.0 million for the first half 2020. The
year-over-year growth, for both the second quarter and first half
2021, reflects a significant expansion of activity across
substantially all industry groups, geographies, and product areas,
particularly in mergers and acquisitions advice. The increase in
revenues can be attributed to both an increase in the number of
advisory transaction completions and the average fee size per
client as compared to the same periods in 2020.
Expenses
|
U.S. GAAP |
|
As Adjusted |
|
Three Months Ended June 30, |
(Dollars in
thousands) |
2021 |
|
2020 |
|
2021 |
|
2020 |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total compensation and
benefits |
$ |
171,469 |
|
|
$ |
92,433 |
|
|
$ |
162,931 |
|
|
$ |
86,253 |
|
% of Revenues |
67% |
|
|
81% |
|
|
64% |
|
|
75% |
|
Non-compensation expenses |
$ |
34,565 |
|
|
$ |
42,869 |
|
|
$ |
29,978 |
|
|
$ |
26,393 |
|
% of Revenues |
14% |
|
|
37% |
|
|
12% |
|
|
23% |
|
GAAP total compensation and benefits
were $171.5 million for the second quarter of 2021,
compared to $92.4 million for the second quarter of 2020.
Adjusted total compensation and benefits were $162.9 million for
the second quarter of 2021 as compared to $86.3 million for the
same period a year ago. The increase in both the GAAP total
compensation and benefits and the adjusted total compensation and
benefits in the second quarter of 2021 was due to a larger bonus
accrual associated with the increase in revenues despite a lower
compensation margin compared to 2020 when we operated as a private
partnership. Our GAAP compensation expense includes equity-based
compensation expense related to amortization of certain partnership
units which has no economic impact on PWP and therefore has been
allocated to non-controlling interests.
GAAP non-compensation expenses were $34.6
million for the second quarter of 2021, compared
with $42.9 million for the prior year. Adjusted
non-compensation expenses were $30.0 million for the
second quarter of 2021, compared with $26.4
million for the same period a year ago. The decrease
experienced in GAAP non-compensation expenses is a result of
elevated professional fees in the second quarter of 2020 related to
the write-off of previously deferred offering costs of $14.8
million that were expensed due to termination of an IPO process in
May of 2020. The increase in non-compensation expenses on an
adjusted basis was primarily driven by an increase in professional
fees related to recruiting and co-advisory fees and technology
expense as well as some increase in travel and entertainment
related expenses as business travel resumes.
The Firm incurred a one-time charge of $39.4 million associated
with the extinguishment of its debt which related to the Business
Combination capital structure and the Business Combination itself,
respectively. This non-recurring expense was allocated to the
non-operating income line item in the GAAP financial statement, and
it is not reflected in adjusted results.
|
U.S. GAAP |
|
As Adjusted |
|
Six Months Ended June 30, |
(Dollars in
thousands) |
2021 |
|
2020 |
|
2021 |
|
2020 |
Operating
Expenses: |
|
|
|
|
|
|
|
Total compensation and benefits |
$ |
287,096 |
|
|
$ |
157,129 |
|
|
$ |
272,236 |
|
|
$ |
144,765 |
|
% of Revenues |
68% |
|
|
76% |
|
|
64% |
|
|
70% |
|
Non-compensation expenses |
$ |
60,696 |
|
|
$ |
74,164 |
|
|
$ |
54,464 |
|
|
$ |
56,043 |
|
% of Revenues |
14% |
|
|
36% |
|
|
13% |
|
|
27% |
|
GAAP total compensation and benefits
were $287.1 million for the first half of 2021, compared
to $157.1 million for the first half of 2020. Adjusted total
compensation and benefits were $272.2 million for the first half of
2021 as compared to $144.8 million for the same period a year ago.
The increase in both the GAAP total compensation and benefits and
the adjusted total compensation and benefits in the first half of
2021 was due to a larger bonus accrual associated with the increase
in revenues despite a lower compensation margin compared to 2020
when we operated as a private partnership.
GAAP non-compensation expenses were $60.7
million for the first half of 2021, compared
with $74.2 million for the prior year. Adjusted
non-compensation expenses were $54.5 million for the
first half of 2021, compared with $56.0 million for
the same period a year ago. The decrease experienced in GAAP
non-compensation expenses is a result of elevated professional fees
in the second quarter of 2020 related to the write-off of
previously deferred offering costs of $14.8 million that were
expensed due to termination of an IPO process in May of 2020. The
decline in adjusted non-compensation expenses was primarily driven
by lower travel and entertainment and lower general, administrative
and other expenses in the first half of 2021 relative to the first
half of 2020 due mainly to the COVID-19 pandemic and a related
decrease in conferences and seminars and office related expenses,
partially offset by an increase in professional fees related to
co-advisory fees and recruiting.
Provision for Income Taxes
Prior to the close of the Business Combination
on June 24, 2021, all of our operating income and taxes relating to
income were derived from the predecessor PWP entity.
Pre-transaction income has been allocated to non-controlling
interest. Corporate taxes have been applied to PWP’s GAAP
financials post-transaction close and only with respect to the
public company’s share of allocated income from PWP Holdings LP
(“PWP OpCo”).
Balance Sheet and Capital Management
As of June 30, 2021, PWP had $349.7 million of
cash and cash equivalents. In connection with the closing of the
Business Combination with FTIV, the Firm repaid all outstanding
indebtedness and has an undrawn revolving credit facility.
The Board of Directors of PWP has declared a
quarterly dividend of $0.07 per share of Class A common stock. The
dividend will be paid on September 21, 2021 to Class A common
stockholders of record on September 3, 2021.
The Firm repurchased 1 million shares of Class A
Common Stock pursuant to a contractual repurchase right with the
sponsor of FTIV at $12.00 per share for a total of $12 million.
Conference Call and Webcast
Management will host a webcast and conference
call on Thursday, August 12, 2021 at 8:30 am ET to discuss PWP’s
financial results for the second quarter ended June 30, 2021.
The conference call will be made available in
the Investors section of PWP’s website at
https://investors.pwpartners.com/. To listen to a live broadcast,
go to the site at least 15 minutes prior to the scheduled start
time in order to register.
The conference call can also be accessed by the
following dial-in information:
- 1- 855-327-6837 (Domestic)
- 1- 631-891-4304
(International)
- Conference ID: 10015937
Replay
A replay of the call will also be available on
PWP’s website approximately two hours after the live call through
August 26, 2021. To access the replay, dial 1-844-512-2921 (United
States) or 1-412-317-6671 (international). The replay pin number is
10015937. The replay can also be accessed on the investors section
of PWP’s website at https://investors.pwpartners.com/.
Non-GAAP Financial Measures
In addition to financial measures presented in
accordance with GAAP, we monitor certain non-GAAP financial
measures to manage our business, make planning decisions, evaluate
our performance and allocate resources. We believe that these
non-GAAP financial measures are key financial indicators of our
business performance over the long term and provide useful
information regarding whether cash provided by operating activities
is sufficient to maintain and grow our business. We believe that
the methodology for determining these non-GAAP financial measures
can provide useful supplemental information to help investors
better understand the economics of our platform.
These non-GAAP financial measures have
limitations as analytical tools and should not be considered in
isolation from, or as a substitute for, the analysis of other GAAP
financial measures. These non-GAAP financial measures are not
universally consistent calculations, limiting their usefulness as
comparative measures. Other companies may calculate similarly
titled financial measures differently. Additionally, these non-GAAP
financial measures are not measurements of financial performance or
liquidity under GAAP. In order to facilitate a clear understanding
of our consolidated historical operating results, you should
examine our non-GAAP financial measures in conjunction with our
historical consolidated financial statements and notes thereto
included elsewhere in this press release.
Management compensates for the inherent
limitations associated with using these non-GAAP financial measures
through disclosure of such limitations, presentation of our
financial statements in accordance with GAAP and reconciliation of
such non-GAAP financial measures to the most directly comparable
GAAP financial measures. See “Non-GAAP Financial Measures” and the
tables at the end of this release for an explanation of the
adjustments and reconciliations to the comparable GAAP numbers.
About PWP
Perella Weinberg Partners is a leading global
independent advisory firm, providing strategic and financial advice
to a broad client base, including corporations, institutional asset
managers, governments, sovereign wealth funds and family offices.
The firm offers a wide range of advisory services to clients in the
most active industry sectors and global markets. With more than 580
employees, PWP currently maintains offices in New York, Houston,
London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich, and
San Francisco. The financial information of PWP herein refers to
the business operations of PWP Holdings LP and Subsidiaries.
Cautionary Statement Regarding Forward Looking
Statements
Certain statements made in this press release,
and oral statements made from time to time by representatives of
PWP are “forward-looking statements” within the meaning of the
federal securities laws, including the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Statements regarding the expectations regarding
the combined business are “forward looking statements.” In
addition, words such as “estimates,” “projected,” “expects,”
“estimated,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,”
“target,” “goal,” “objective,” “outlook” and variations of these
words or similar expressions (or the negative versions of such
words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of
future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside the control of the
parties, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or
outcomes include:
- the projected financial
information, anticipated growth rate, and market opportunity of the
Firm;
- the ability to maintain the listing
of the Firm’s Class A common stock and warrants on Nasdaq following
the Business Combination;
- our public securities’ potential
liquidity and trading;
- our success in retaining or
recruiting partners and other employees, or changes related to, our
officers, key employees or directors following the completion of
the Business Combination;
- members of our management team
allocating their time to other businesses and potentially having
conflicts of interest with our business;
- factors relating to the business,
operations and financial performance of the Firm, including:
- whether the Firm realizes all or
any of the anticipated benefits from the Business Combination;
- whether the Business Combination
results in any increased or unforeseen costs or has an impact on
the Firm’s ability to retain or compete for professional talent or
investor capital;
- global economic, business, market
and geopolitical conditions, including the impact of public health
crises, such as the ongoing rapid, worldwide spread of a novel
strain of coronavirus and the pandemic caused thereby
(collectively, “COVID-19”);
- the Firm’s dependence on and
ability to retain working partners and other key employees;
- the Firm’s ability to successfully
identify, recruit and develop talent;
- risks associated with strategic
transactions, such as joint ventures, strategic investments,
acquisitions and dispositions;
- conditions impacting the corporate
advisory industry;
- the Firm’s dependence on its
fee-paying clients and fluctuating revenues from its non-exclusive,
engagement-by-engagement business model;
- the high volatility of the Firm’s
revenues as a result of its reliance on advisory fees that are
largely contingent on the completion of events which may be out of
its control;
- the ability of the Firm’s clients
to pay for its services, including its restructuring clients;
- the Firm’s ability to appropriately
manage conflicts of interest and tax and other regulatory factors
relevant to the Firm’s business, including actual, potential or
perceived conflicts of interest and other factors that may damage
its business and reputation;
- strong competition from other
financial advisory and investment banking firms;
- potential impairment of goodwill
and other intangible assets, which represent a significant portion
of the Firm’s assets;
- the Firm’s successful formulation
and execution of its business and growth strategies;
- the outcome of third-party
litigation involving the Firm;
- substantial litigation risks in the
financial services industry;
- cybersecurity and other operational
risks;
- the Firm’s ability to expand into
new markets and lines of businesses for the advisory business;
- exposure to fluctuations in foreign
currency exchange rates;
- assumptions relating to the Firm’s
operations, financial results, financial condition, business
prospects, growth strategy and liquidity;
- extensive regulation of the
corporate advisory industry and U.S. and foreign regulatory
developments relating to, among other things, financial
institutions and markets, government oversight, fiscal and tax
policy and laws (including the treatment of carried interest);
and
- the impact of the global COVID-19
pandemic on any of the foregoing risks.
The forward-looking statements in this press
release and oral statements made from time to time by
representatives of PWP are based on current expectations and
beliefs concerning future developments and their potential effects
on the Firm. There can be no assurance that future developments
affecting the Firm will be those that the Firm has anticipated.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the Firm’s control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described in the section
entitled “Risk Factors” in our Current Report on Form 8-K filed
with the SEC on June 30, 2021 and the other documents filed by the
Company from time to time with the SEC. Should one or more of these
risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements.
The Firm undertakes no obligation to update or revise any forward-
looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable
securities laws.
Contacts
For Perella Weinberg Partners Investor Relations:
investors@pwpartners.com For Perella Weinberg Partners Media:
media@pwpartners.com
Condensed Consolidated Statements of
Operations (Unaudited)(Dollars in Thousands,
Except Per Share Amounts)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
Revenues |
|
$ |
255,520 |
|
|
$ |
114,601 |
|
|
$ |
425,322 |
|
|
$ |
206,997 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
164,404 |
|
|
|
86,254 |
|
|
|
273,874 |
|
|
|
144,765 |
|
Equity-based compensation |
|
|
7,065 |
|
|
|
6,179 |
|
|
|
13,222 |
|
|
|
12,364 |
|
Total compensation and benefits |
|
|
171,469 |
|
|
|
92,433 |
|
|
|
287,096 |
|
|
|
157,129 |
|
Professional fees |
|
|
12,220 |
|
|
|
22,341 |
|
|
|
17,948 |
|
|
|
28,363 |
|
Technology and infrastructure |
|
|
7,141 |
|
|
|
6,027 |
|
|
|
14,097 |
|
|
|
13,238 |
|
Rent and occupancy |
|
|
6,593 |
|
|
|
6,849 |
|
|
|
13,295 |
|
|
|
13,818 |
|
Travel and related expenses |
|
|
1,215 |
|
|
|
392 |
|
|
|
1,876 |
|
|
|
4,590 |
|
General, administrative and other expenses |
|
|
3,674 |
|
|
|
3,427 |
|
|
|
5,878 |
|
|
|
6,361 |
|
Depreciation and amortization |
|
|
3,722 |
|
|
|
3,833 |
|
|
|
7,602 |
|
|
|
7,794 |
|
Total expenses |
|
|
206,034 |
|
|
|
135,302 |
|
|
|
347,792 |
|
|
|
231,293 |
|
Operating income
(loss) |
|
|
49,486 |
|
|
|
(20,701 |
) |
|
|
77,530 |
|
|
|
(24,296 |
) |
Non-operating income
(expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
Related party income |
|
|
1,565 |
|
|
|
2,402 |
|
|
|
3,774 |
|
|
|
4,771 |
|
Other income (expense) |
|
|
526 |
|
|
|
1,002 |
|
|
|
(1,328 |
) |
|
|
2,850 |
|
Change in fair value of warrant liabilities |
|
|
948 |
|
|
|
- |
|
|
|
948 |
|
|
|
- |
|
Loss on debt extinguishment |
|
|
(39,408 |
) |
|
|
- |
|
|
|
(39,408 |
) |
|
|
- |
|
Interest expense |
|
|
(3,596 |
) |
|
|
(3,996 |
) |
|
|
(7,464 |
) |
|
|
(7,970 |
) |
Total non-operating income (expenses) |
|
|
(39,965 |
) |
|
|
(592 |
) |
|
|
(43,478 |
) |
|
|
(349 |
) |
Income (loss) before
income taxes |
|
|
9,521 |
|
|
|
(21,293 |
) |
|
|
34,052 |
|
|
|
(24,645 |
) |
Income tax benefit (expense) |
|
|
(521 |
) |
|
|
(834 |
) |
|
|
(2,545 |
) |
|
|
(1,544 |
) |
Net income
(loss) |
|
$ |
9,000 |
|
|
$ |
(22,127 |
) |
|
$ |
31,507 |
|
|
$ |
(26,189 |
) |
Less:
Net income (loss) attributable to non-controlling interests |
|
|
21,499 |
|
|
|
|
|
|
44,006 |
|
|
|
|
Net income (loss) attributable to Perella
Weinberg Partners |
|
$ |
(12,499 |
) |
|
|
|
|
$ |
(12,499 |
) |
|
|
|
Net income (loss) per
share attributable to Class A common shareholders (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.29 |
) |
|
|
|
|
$ |
(0.29 |
) |
|
|
|
Diluted |
|
$ |
(0.32 |
) |
|
|
|
|
$ |
(0.32 |
) |
|
|
|
Weighted-average
shares of Class A common stock outstanding (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
42,956,667 |
|
|
|
|
|
|
42,956,667 |
|
|
|
|
Diluted |
|
|
94,013,583 |
|
|
|
|
|
|
94,013,583 |
|
|
|
|
(1) Represents net income (loss) per share of Class A
common stock and weighted-average shares of Class A common stock
outstanding for the period from June 24, 2021 through June 30,
2021, the period following the Business Combination.
U.S. GAAP Reconciliation of Adjusted
Results (Unaudited)(Dollars in
Thousands)
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
Total compensation and benefits - GAAP |
|
$ |
171,469 |
|
|
$ |
92,433 |
|
|
$ |
287,096 |
|
|
$ |
157,129 |
|
Equity-based compensation not dilutive to investors in PWP or PWP
OpCo (1) |
|
(7,065 |
) |
|
(6,180 |
) |
|
(13,222 |
) |
|
(12,364 |
) |
Public company transaction related incentives (2) |
|
(1,473 |
) |
|
- |
|
|
(1,638 |
) |
|
- |
|
Adjusted total compensation and benefits |
|
$ |
162,931 |
|
|
$ |
86,253 |
|
|
$ |
272,236 |
|
|
$ |
144,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-compensation expense - GAAP |
|
$ |
34,565 |
|
|
$ |
42,869 |
|
|
$ |
60,696 |
|
|
$ |
74,164 |
|
TPH business combination related expenses (3) |
|
(1,645 |
) |
|
(1,645 |
) |
|
(3,290 |
) |
|
(3,290 |
) |
Delayed offering cost expense (4) |
|
- |
|
|
(14,831 |
) |
|
- |
|
|
(14,831 |
) |
FTIV Business combination transaction expenses (5) |
|
(2,942 |
) |
|
- |
|
|
(2,942 |
) |
|
- |
|
Adjusted non-compensation expense (6) |
|
$ |
29,978 |
|
|
$ |
26,393 |
|
|
$ |
54,464 |
|
|
$ |
56,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) - GAAP |
|
$ |
49,486 |
|
|
$ |
(20,701 |
) |
|
$ |
77,530 |
|
|
$ |
(24,296 |
) |
Equity-based compensation not dilutive to investors in PWP or PWP
OpCo (1) |
|
7,065 |
|
|
6,180 |
|
|
13,222 |
|
|
12,364 |
|
Public company transaction related incentives (2) |
|
1,473 |
|
|
- |
|
|
1,638 |
|
|
- |
|
TPH business combination related expenses (3) |
|
1,645 |
|
|
1,645 |
|
|
3,290 |
|
|
3,290 |
|
Delayed offering cost expense (4) |
|
- |
|
|
14,831 |
|
|
- |
|
|
14,831 |
|
FTIV business combination transaction expenses (5) |
|
2,942 |
|
|
- |
|
|
2,942 |
|
|
- |
|
Adjusted operating income (loss) |
|
$ |
62,611 |
|
|
$ |
1,955 |
|
|
$ |
98,622 |
|
|
$ |
6,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income/(expense) - GAAP |
|
$ |
(39,965 |
) |
|
$ |
(592 |
) |
|
$ |
(43,478 |
) |
|
$ |
(349 |
) |
Change in fair value of warrant liabilities (7) |
|
(948 |
) |
|
- |
|
|
(948 |
) |
|
- |
|
Loss on debt extinguishment (8) |
|
39,408 |
|
|
- |
|
|
39,408 |
|
|
- |
|
Amortization of debt costs (9) |
|
978 |
|
|
982 |
|
|
2,012 |
|
|
1,943 |
|
Adjusted non-operating income/(expense) |
|
$ |
(527 |
) |
|
$ |
390 |
|
|
$ |
(3,006 |
) |
|
$ |
1,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes - GAAP |
|
$ |
9,521 |
|
|
$ |
(21,293 |
) |
|
$ |
34,052 |
|
|
$ |
(24,645 |
) |
Equity-based compensation not dilutive to investors in PWP or PWP
OpCo (1) |
|
7,065 |
|
|
6,180 |
|
|
13,222 |
|
|
12,364 |
|
Public company transaction related incentives (2) |
|
1,473 |
|
|
- |
|
|
1,638 |
|
|
- |
|
TPH business combination related expenses (3) |
|
1,645 |
|
|
1,645 |
|
|
3,290 |
|
|
3,290 |
|
Delayed offering cost expense (4) |
|
- |
|
|
14,831 |
|
|
- |
|
|
14,831 |
|
FTIV business combination transaction expenses (5) |
|
2,942 |
|
|
- |
|
|
2,942 |
|
|
- |
|
Change in fair value of warrant liabilities (7) |
|
(948 |
) |
|
- |
|
|
(948 |
) |
|
- |
|
Loss on debt extinguishment (8) |
|
39,408 |
|
|
- |
|
|
39,408 |
|
|
- |
|
Amortization of debt costs (9) |
|
978 |
|
|
982 |
|
|
2,012 |
|
|
1,943 |
|
Adjusted income (loss) before income taxes |
|
$ |
62,084 |
|
|
$ |
2,345 |
|
|
$ |
95,616 |
|
|
$ |
7,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (expense) - GAAP |
|
$ |
(521 |
) |
|
$ |
(834 |
) |
|
$ |
(2,545 |
) |
|
$ |
(1,544 |
) |
Tax impact of non-GAAP adjustments (10) |
|
151 |
|
|
- |
|
|
151 |
|
|
- |
|
Adjusted income tax benefit (expense) |
|
$ |
(370 |
) |
|
$ |
(834 |
) |
|
$ |
(2,394 |
) |
|
$ |
(1,544 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) - GAAP |
|
$ |
9,000 |
|
|
$ |
(22,127 |
) |
|
$ |
31,507 |
|
|
$ |
(26,189 |
) |
Equity-based compensation not dilutive to investors in PWP or PWP
OpCo (1) |
|
7,065 |
|
|
6,180 |
|
|
13,222 |
|
|
12,364 |
|
Public company transaction related incentives (2) |
|
1,473 |
|
|
- |
|
|
1,638 |
|
|
- |
|
TPH business combination related expenses (3) |
|
1,645 |
|
|
1,645 |
|
|
3,290 |
|
|
3,290 |
|
Delayed offering cost expense (4) |
|
- |
|
|
14,831 |
|
|
- |
|
|
14,831 |
|
FTIV business combination transaction expenses (5) |
|
2,942 |
|
|
- |
|
|
2,942 |
|
|
- |
|
Change in fair value of warrant liabilities (7) |
|
(948 |
) |
|
- |
|
|
(948 |
) |
|
- |
|
Loss on debt extinguishment (8) |
|
39,408 |
|
|
- |
|
|
39,408 |
|
|
- |
|
Amortization of debt costs (9) |
|
978 |
|
|
982 |
|
|
2,012 |
|
|
1,943 |
|
Tax impact of Non-GAAP adjustments (10) |
|
151 |
|
|
- |
|
|
151 |
|
|
- |
|
Adjusted net income (loss) |
|
$ |
61,714 |
|
|
$ |
1,511 |
|
|
$ |
93,222 |
|
|
$ |
6,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Adjusted income tax benefit (expense) (11) |
|
NM |
|
|
|
|
|
NM |
|
|
|
|
Add: If-converted tax impact (11) |
|
NM |
|
|
|
|
|
NM |
|
|
|
|
Adjusted if-converted net income (loss) |
|
$ |
61,714 |
|
|
|
|
|
$ |
93,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income (loss) per Class A share – diluted (12) |
|
NM |
|
|
|
|
|
NM |
|
|
|
|
Notes to U.S. GAAP Reconciliation of Adjusted
Results:
|
(1) |
Equity-based compensation not dilutive to investors in PWP or PWP
OpCo includes amortization of legacy awards granted to certain
partners prior to the Business Combination and PWP Professional
Partners LP (“Professional Partners”) ACU and VCU awards. The
vesting of these awards does not dilute PWP shareholders relative
to Professional Partners as Professional Partners’ interest in PWP
OpCo does not change as a result of granting those equity awards to
its working partners. |
|
(2) |
Public company transaction related incentives represents
discretionary bonus payments directly related to milestone events
that are part of the Business Combination process and
reorganization. These payments were outside of PWP’s normal and
recurring bonus and compensation processes. |
|
(3) |
On November 30, 2016, we completed a business combination with
Tudor, Pickering, Holt & Co., LLC (TPH), an independent
advisory firm focused on the energy industry. TPH business
combination related expenses include intangible asset amortization
associated with the acquisition. |
|
(4) |
Previously deferred offering costs that were expensed due to
termination of a public company transaction process in May of
2020. |
|
(5) |
Transaction costs that were expensed associated with the Business
Combination. |
|
(6) |
See reconciliation below for the components of the consolidated
statements of operations included in non-compensation expense -
GAAP as well as Adjusted non-compensation expense. |
|
(7) |
Change in fair value of warrant liabilities is non-cash and we
believe not indicative of our core performance. |
|
(8) |
Loss on debt extinguishment resulted from the pay off of the 7.0%
Subordinated Unsecured Convertible Notes due 2026 in conjunction
with the Business Combination |
|
(9) |
Amortization of debt costs is composed of the amortization of debt
discounts and issuance costs which is included in interest
expense. |
|
(10) |
Represents income tax impact of the adjustments shown to these GAAP
financial statement line items. |
|
(11) |
No tax adjustment was made to reflect the exchange of partnership
units for shares of PWP's Class A common stock for the period after
the Business Combination as it is considered not meaningful for
this six day period. |
|
(12) |
Adjusted net income (loss) per Class A share - diluted for the
periods ended June 30, 2021 is not meaningful or comparative to
GAAP diluted earnings per share which is only reflective of the six
days of income after the Business Combination on June 24,
2021. |
U.S. GAAP Reconciliation of Adjusted
Results (Unaudited)(Dollars in
Thousands)
|
|
Three Months Ended June 30, 2021 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
12,220 |
|
|
$ |
(2,942 |
) |
(1) |
$ |
9,278 |
|
Technology and
infrastructure |
|
|
7,141 |
|
|
|
- |
|
|
|
7,141 |
|
Rent and occupancy |
|
|
6,593 |
|
|
|
- |
|
|
|
6,593 |
|
Travel and related
expenses |
|
|
1,215 |
|
|
|
- |
|
|
|
1,215 |
|
General, administrative and
other expenses |
|
|
3,674 |
|
|
|
- |
|
|
|
3,674 |
|
Depreciation and
amortization |
|
|
3,722 |
|
|
|
(1,645 |
) |
(2) |
|
2,077 |
|
Non-compensation expense |
|
$ |
34,565 |
|
|
$ |
(4,587 |
) |
|
$ |
29,978 |
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
22,341 |
|
|
$ |
(14,831 |
) |
(3) |
$ |
7,510 |
|
Technology and
infrastructure |
|
|
6,027 |
|
|
|
- |
|
|
|
6,027 |
|
Rent and occupancy |
|
|
6,849 |
|
|
|
- |
|
|
|
6,849 |
|
Travel and related
expenses |
|
|
392 |
|
|
|
- |
|
|
|
392 |
|
General, administrative and
other expenses |
|
|
3,427 |
|
|
|
- |
|
|
|
3,427 |
|
Depreciation and
amortization |
|
|
3,833 |
|
|
|
(1,645 |
) |
(2) |
|
2,188 |
|
Non-compensation expense |
|
$ |
42,869 |
|
|
$ |
(16,476 |
) |
|
$ |
26,393 |
|
|
|
Six Months Ended June 30, 2021 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
17,948 |
|
|
$ |
(2,942 |
) |
(1) |
$ |
15,006 |
|
Technology and
infrastructure |
|
|
14,097 |
|
|
|
- |
|
|
|
14,097 |
|
Rent and occupancy |
|
|
13,295 |
|
|
|
- |
|
|
|
13,295 |
|
Travel and related
expenses |
|
|
1,876 |
|
|
|
- |
|
|
|
1,876 |
|
General, administrative and
other expenses |
|
|
5,878 |
|
|
|
- |
|
|
|
5,878 |
|
Depreciation and
amortization |
|
|
7,602 |
|
|
|
(3,290 |
) |
(2) |
|
4,312 |
|
Non-compensation expense |
|
$ |
60,696 |
|
|
$ |
(6,232 |
) |
|
$ |
54,464 |
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
28,363 |
|
|
$ |
(14,831 |
) |
(3) |
$ |
13,532 |
|
Technology and
infrastructure |
|
|
13,238 |
|
|
|
- |
|
|
|
13,238 |
|
Rent and occupancy |
|
|
13,818 |
|
|
|
- |
|
|
|
13,818 |
|
Travel and related
expenses |
|
|
4,590 |
|
|
|
- |
|
|
|
4,590 |
|
General, administrative and
other expenses |
|
|
6,361 |
|
|
|
- |
|
|
|
6,361 |
|
Depreciation and
amortization |
|
|
7,794 |
|
|
|
(3,290 |
) |
(2) |
|
4,504 |
|
Non-compensation expense |
|
$ |
74,164 |
|
|
$ |
(18,121 |
) |
|
$ |
56,043 |
|
(1) Reflects an adjustment to exclude transaction costs
associated with the FTIV Business Combination.(2) Reflects an
adjustment to exclude the amortization of intangible assets related
to the TPH business combination.(3) Reflects an adjustment to
exclude previously deferred offering costs that were expensed due
to termination of the public company transaction process in May of
2020.
Perella Weinberg Partners (NASDAQ:PWP)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Perella Weinberg Partners (NASDAQ:PWP)
Historical Stock Chart
Von Jul 2023 bis Jul 2024