Perella Weinberg Partners (the “Firm” or “PWP”) (NASDAQ:PWP) today
reported financial results for the full year and fourth quarter
ended December 31, 2021. The firm reported record revenues of
$801.7 million for the year ended December 31, 2021, compared
with $519.0 million for the year ended 2020. GAAP net income and
adjusted net income were $4.0 million and $160.5 million for the
year ended December 31, 2021, respectively, compared with GAAP
net loss and adjusted net income of $(24.3) million and $34.6
million for the year ended December 31, 2020. GAAP diluted
earnings (loss) per Class A share was $(0.66) for the year ended
December 31, 2021. All net income prior to the closing of the
business combination with FinTech Acquisition Corp. IV on June 24,
2021 (the “Business Combination”) is allocated to GAAP net income
attributable to non-controlling interests and excluded from the
earnings per share calculation. Adjusted net income per share has
not been presented for the year ended December 31, 2021 as it
is not meaningful or comparative to GAAP diluted earnings per
share, as it excludes activity prior to the Business Combination on
June 24, 2021.
The Firm reported fourth quarter revenues of
$198.9 million for the three months ended December 31, 2021
compared with $189.1 million for the three months ended
December 31, 2020. GAAP net loss and adjusted net income were
$(18.0) million and $38.4 million, respectively, for the three
months ended December 31, 2021, compared with GAAP net income
of $2.9 million and adjusted net income of $20.6 million for the
three months ended December 31, 2020. GAAP diluted net income
(loss) per Class A share and adjusted diluted, if-converted net
income per Class A share were $(0.26) and $0.33, respectively, for
the three months ended December 31, 2021.
“PWP’s record 2021 results were driven by a
broad-based rise in M&A activity levels across our industries
and geographies. Our strong performance benefited from our
historical investment in the business, which we saw play out in our
increased scale and in our balanced and diversified revenue
contribution. We continue to invest in the platform to support our
strategic growth and the build-out of our franchises around the
world. Our public listing has accentuated our attention on building
long term shareholder value through providing first class advice to
clients, adding and developing exceptional talent, demonstrating
margin discipline and returning capital to shareholders. As such,
this morning we announced the adoption of a $100 million share
repurchase plan which underscores the confidence which we have in
our business and our ongoing commitment to delivering value to
PWP’s 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 |
|
Adjusted |
|
|
Year Ended December 31, |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Revenues |
|
$ |
801,662 |
|
|
$ |
518,986 |
|
|
$ |
801,662 |
|
|
$ |
518,986 |
|
Operating expenses |
|
|
|
|
|
|
|
|
Total compensation and benefits |
|
|
600,694 |
|
|
|
399,147 |
|
|
|
504,257 |
|
|
|
365,618 |
|
Non-compensation expenses |
|
|
134,384 |
|
|
|
134,435 |
|
|
|
122,973 |
|
|
|
113,024 |
|
Operating income (loss) |
|
|
66,584 |
|
|
|
(14,596 |
) |
|
|
174,432 |
|
|
|
40,344 |
|
Total non-operating income (expenses) |
|
|
(43,634 |
) |
|
|
(6,293 |
) |
|
|
2,758 |
|
|
|
(2,329 |
) |
Income (loss) before provision
for income taxes |
|
|
22,950 |
|
|
|
(20,889 |
) |
|
|
177,190 |
|
|
|
38,015 |
|
Income tax benefit (expense) |
|
|
(18,927 |
) |
|
|
(3,453 |
) |
|
|
(16,654 |
) |
|
|
(3,453 |
) |
Net income (loss) |
|
$ |
4,023 |
|
|
$ |
(24,342 |
) |
|
$ |
160,536 |
|
|
$ |
34,562 |
|
Net income (loss) attributable
to non-controlling interests |
|
|
13,444 |
|
|
|
|
|
|
|
Net income (loss) attributable
to Perella Weinberg Partners |
|
$ |
(9,421 |
) |
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
$ |
160,536 |
|
|
|
Less: Adjusted income tax
benefit (expense) |
|
|
|
|
|
NM |
|
|
Add: If-converted tax
impact |
|
|
|
|
|
NM |
|
|
Adjusted if-converted net
income (loss) |
|
|
|
|
|
NM |
|
|
Net income (loss) per share
attributable to Class A common shareholders (1) |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.22 |
) |
|
|
|
|
|
|
Diluted |
|
$ |
(0.66 |
) |
|
|
|
|
|
|
Diluted, If-Converted (2) |
|
|
|
|
|
NM |
|
|
Weighted-average shares of
Class A common stock outstanding (1) |
|
|
|
|
|
|
|
|
Basic |
|
|
42,595,712 |
|
|
|
|
|
|
|
Diluted |
|
|
92,749,911 |
|
|
|
|
|
|
|
(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 December 31, 2021, the
period following the Business Combination. |
|
|
(2) |
Adjusted net income (loss) per Class A share—Diluted, If Converted
for the year ended December 31, 2021 is not meaningful or
comparative to GAAP diluted earnings per share, as it excludes
activity prior to the Business Combination on June 24, 2021. |
Selected Financial Data
(Unaudited)(Dollars in Thousands, Except Per Share
Amounts)
|
|
U.S. GAAP |
|
Adjusted |
|
|
Three Months Ended December 31, |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Revenues |
|
$ |
198,913 |
|
|
$ |
189,145 |
|
|
$ |
198,913 |
|
|
$ |
189,145 |
|
Operating expenses |
|
|
|
|
|
|
|
|
Total compensation and benefits |
|
|
162,226 |
|
|
|
151,113 |
|
|
|
118,497 |
|
|
|
136,068 |
|
Non-compensation expenses |
|
|
37,306 |
|
|
|
29,864 |
|
|
|
35,382 |
|
|
|
28,219 |
|
Operating income (loss) |
|
|
(619 |
) |
|
|
8,168 |
|
|
|
45,034 |
|
|
|
24,858 |
|
Total non-operating income (expenses) |
|
|
(1,171 |
) |
|
|
(4,317 |
) |
|
|
1,706 |
|
|
|
(3,301 |
) |
Income (loss) before provision
for income taxes |
|
|
(1,790 |
) |
|
|
3,851 |
|
|
|
46,740 |
|
|
|
21,557 |
|
Income tax benefit (expense) |
|
|
(16,232 |
) |
|
|
(935 |
) |
|
|
(8,372 |
) |
|
|
(935 |
) |
Net income (loss) |
|
$ |
(18,022 |
) |
|
$ |
2,916 |
|
|
$ |
38,368 |
|
|
$ |
20,622 |
|
Net income (loss) attributable
to non-controlling interests |
|
|
(17,624 |
) |
|
|
|
|
|
|
Net income (loss) attributable
to Perella Weinberg Partners |
|
$ |
(398 |
) |
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
$ |
38,368 |
|
|
|
Less: Adjusted income tax
benefit (expense) |
|
|
|
|
|
|
8,372 |
|
|
|
Add: If-converted tax
impact |
|
|
|
|
|
|
(15,502 |
) |
|
|
Adjusted if-converted net
income (loss) |
|
|
|
|
|
$ |
31,238 |
|
|
|
Net income (loss) per share
attributable to Class A common shareholders |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
Diluted |
|
$ |
(0.26 |
) |
|
|
|
|
|
|
Diluted, If-Converted |
|
|
|
|
|
$ |
0.33 |
|
|
|
Weighted-average shares of
Class A common stock outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
42,591,146 |
|
|
|
|
|
|
|
Diluted |
|
|
92,745,345 |
|
|
|
|
|
94,293,814 |
|
|
|
Revenues
For the year ended December 31, 2021, revenues
were $801.7 million, compared with $519.0 million for 2020, an
increase of 54%. For the fourth quarter 2021, revenues were $198.9
million, an increase of 5% from $189.1 million for the fourth
quarter 2020. The period-over-period growth, for both the full year
and the fourth quarter reflects high levels of activity across
several service lines, sectors and geographies. The increase in
revenues for the full year period can be attributed to both an
increase in the number of advisory transaction completions and the
average fee size per client, particularly in mergers and
acquisitions advice, as compared to the same period in 2020. The
increase in revenues for the fourth quarter 2021 was driven by an
increase in average fee size per client as compared to the fourth
quarter 2020. The increase in revenues for both the full year and
fourth quarter was partially offset by a reduction in restructuring
and liability management fees as compared to the prior year.
Expenses
|
|
U.S. GAAP |
|
Adjusted |
(Dollars in
thousands) |
|
Year Ended December 31, |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
Total compensation and
benefits |
|
$ |
600,694 |
|
|
$ |
399,147 |
|
|
$ |
504,257 |
|
|
$ |
365,618 |
|
% of Revenues |
|
|
75 |
% |
|
|
77 |
% |
|
|
63 |
% |
|
|
70 |
% |
Non-compensation expenses |
|
$ |
134,384 |
|
|
$ |
134,435 |
|
|
$ |
122,973 |
|
|
$ |
113,024 |
|
% of Revenues |
|
|
17 |
% |
|
|
26 |
% |
|
|
15 |
% |
|
|
22 |
% |
GAAP total compensation and benefits were $600.7
million for the year ended December 31, 2021, compared to
$399.1 million for the year ended December 31, 2020. Adjusted
total compensation and benefits were $504.3 million for the year
ended December 31, 2021, compared to $365.6 million for the
year ended December 31, 2020. The increase in GAAP total
compensation and benefits was primarily attributable to both a
larger bonus accrual associated with the increase in revenue as
well as increased equity-based compensation related to PWP’s
transition to becoming a publicly-traded company in June 2021. Our
GAAP compensation expense includes equity-based compensation
expense related to the amortization of transaction-related
restricted-stock units (“RSUs”) as well as the amortization of
certain partnership units that were granted in connection with the
Business Combination which has no economic impact on PWP. The
additional equity-based compensation and additional bonus accrual
associated with the increase in revenue was partially offset by a
lower compensation margin as compared to the prior year period. The
increase in adjusted total compensation and benefits for the year
ended December 31, 2021 compared to the prior period was
primarily attributable to higher revenues despite a lower adjusted
compensation margin compared to the prior year period.
GAAP non-compensation expenses were $134.4
million for the year ended December 31, 2021, compared with
$134.4 million for the year ended December 31, 2020. Adjusted
non-compensation expenses were $123.0 million for the year ended
December 31, 2021, compared with $113.0 million for the year
ended December 31, 2020. The nominal decrease in GAAP
non-compensation expenses was primarily the result of increased
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, which offset other increased professional fees, public
company costs and technology and infrastructure initiatives in
2021. The increase in adjusted non-compensation expenses was
primarily attributable to certain increased professional fees such
as consulting and recruiting, increased public company costs
including D&O insurance, and an increase in technology and
infrastructure related to certain new initiatives.
|
|
U.S. GAAP |
Adjusted |
(Dollars in
thousands) |
|
Three Months Ended December 31, |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Operating expenses |
|
|
|
|
|
|
|
|
Total compensation and
benefits |
|
$ |
162,226 |
|
|
$ |
151,113 |
|
|
$ |
118,497 |
|
|
$ |
136,068 |
|
% of Revenues |
|
|
82 |
% |
|
|
80 |
% |
|
|
60 |
% |
|
|
72 |
% |
Non-compensation expenses |
|
$ |
37,306 |
|
|
$ |
29,864 |
|
|
$ |
35,382 |
|
|
$ |
28,219 |
|
% of Revenues |
|
|
19 |
% |
|
|
16 |
% |
|
|
18 |
% |
|
|
15 |
% |
GAAP total compensation and benefits were $162.2
million for the fourth quarter of 2021, compared to $151.1 million
for the fourth quarter of 2020. Adjusted total compensation and
benefits were $118.5 million for the fourth quarter of 2021 as
compared to $136.1 million for the same period a year ago. The
increase in GAAP total compensation and benefits was primarily due
to increased equity-based compensation related to PWP’s transition
to becoming a publicly-traded company in June 2021. The additional
equity-based compensation was partially offset by a lower
compensation margin despite higher revenues as compared to the
prior year period. The decrease in adjusted total compensation and
benefits in the fourth quarter of 2021 compared to the fourth
quarter of 2020 was primarily attributable to a lower adjusted
compensation margin despite higher revenues as compared to the
prior year period.
GAAP non-compensation expenses were $37.3
million for the fourth quarter of 2021, compared with $29.9 million
for the fourth quarter of 2020. Adjusted non-compensation expenses
were $35.4 million for the fourth quarter of 2021, compared with
$28.2 million for the same period a year ago. The increase
experienced in both GAAP non-compensation expenses and
non-compensation expenses on an adjusted basis was primarily driven
by increased professional fees related to consulting and
recruiting, increased public company costs including D&O
insurance, and an increase in travel and related expenses as
pandemic-related travel restrictions ease.
Provision for Income Taxes
As of December 31, 2021, Perella Weinberg
Partners owned 45.99% of the operating partnership (PWP Holdings
LP) and is subject to corporate U.S. federal and state income tax.
Income earned by the operating partnership is subject to certain
state, local, and foreign income taxes.
Prior to the close of the Business Combination
on June 24, 2021, all of our operating income was derived from the
predecessor PWP entity and was not subject to corporate U.S. income
tax.
For the three months ended December 31,
2021, for purposes of calculating adjusted if-converted net income,
we have presented our results as if all partnership units had been
converted to shares of Class A Common Stock, and as if all of our
adjusted income before provision for income taxes was subject to an
effective tax rate of 33.2%. This rate reflects the average blended
rate applicable to the Company since the June 24, 2021 business
combination through December 31, 2021.
Balance Sheet and Capital
Management
On February 16, 2022, the Company’s Board of
Directors authorized the repurchase of shares of the Company’s
Class A common stock in an amount up to $100 million, enabling the
Company to opportunistically return value to shareholders. The
authorization does not require the purchase of any minimum number
of shares. Based on the closing price of PWP shares as of February
16, 2022, the full authorization would currently represent
approximately 20% of the Company’s outstanding Class A common
stock.
PWP may purchase shares from time to time at the
discretion of management through open market purchases, privately
negotiated transactions, block trades, accelerated or other
structured share repurchase programs, or other means. The manner,
timing, pricing and amount of any transactions will be subject to
the discretion of PWP and may be based upon market conditions and
alternative opportunities that PWP may have for the use or
investment of its capital. The Company may also from time to time
establish one or more plans under Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended. The repurchase program may be
modified, suspended or discontinued at any time.
Since consummation of our business combination
on June 24, 2021, PWP Holdings LP made $13 million in pro rata
distributions to its partners including PWP, which enabled PWP to
pay the quarterly dividends on its Class A common stock,
repurchased $12 million in shares from the sponsor of FTIV and
redeemed $10 million of common share equivalents through net
settlement to satisfy the tax withholding obligations related to
vested RSUs.
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 March 17, 2022 to Class A common
stockholders of record as of March 3, 2022.
As of December 31, 2021, PWP had $502.8
million of cash and cash equivalents and $311.5 million of accrued
compensation liability. The Firm has no outstanding indebtedness
and has an undrawn revolving credit facility.
Conference Call and Webcast
Management will host a webcast and conference
call on Thursday, February 17, 2022 at 9:00 am ET to discuss PWP’s
financial results for the full year and fourth quarter ended
December 31, 2021.
The conference call will be made available in
the Investors section of PWP’s website at
https://investors.pwpartners.com/.
The conference call can also be accessed by the
following dial-in information:
- Domestic: (833) 607-1668
- International: (914) 987-7880
- Conference ID: 2564409
Replay
A replay of the call will also be available on
PWP’s website approximately two hours after the live call through
March 3, 2022. To access the replay, dial (855) 859-2056 (Domestic)
or (404) 537-3406 (International). The replay pin number is
2564409. 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.
Additional Information
For additional information that management
believes to be useful for investors, please refer to the latest
presentation posted on the Investors section of PWP’s website at
https://investors.pwpartners.com/.
About PWP
Perella Weinberg Partners is a leading global
independent advisory firm, providing strategic and financial advice
to a broad client base, including corporations, institutions,
governments, sovereign wealth funds and the financial sponsor
community. The firm offers a wide range of advisory services to
clients in the most active industry sectors and global markets.
With approximately 600 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 Quarterly Report on Form 10-Q filed
with the SEC on November 5, 2021 and the other documents filed by
the Firm 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.comFor Perella Weinberg Partners
Media: media@pwpartners.com
Consolidated Statements of Operations
(Unaudited)(Dollars in Thousands, Except Per Share
Amounts)
|
|
Three Months EndedDecember
31, |
|
Year EndedDecember 31, |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Revenues |
|
$ |
198,913 |
|
|
$ |
189,145 |
|
|
$ |
801,662 |
|
|
$ |
518,986 |
|
Expenses |
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
117,168 |
|
|
|
144,782 |
|
|
|
504,364 |
|
|
|
374,332 |
|
Equity-based compensation |
|
|
45,058 |
|
|
|
6,331 |
|
|
|
96,330 |
|
|
|
24,815 |
|
Total compensation and benefits |
|
|
162,226 |
|
|
|
151,113 |
|
|
|
600,694 |
|
|
|
399,147 |
|
Professional fees |
|
|
12,937 |
|
|
|
8,401 |
|
|
|
41,891 |
|
|
|
42,880 |
|
Technology and infrastructure |
|
|
6,890 |
|
|
|
7,074 |
|
|
|
28,355 |
|
|
|
27,281 |
|
Rent and occupancy |
|
|
6,338 |
|
|
|
7,156 |
|
|
|
26,406 |
|
|
|
27,958 |
|
Travel and related expenses |
|
|
2,756 |
|
|
|
744 |
|
|
|
6,261 |
|
|
|
5,725 |
|
General, administrative and other expenses |
|
|
4,977 |
|
|
|
2,603 |
|
|
|
16,982 |
|
|
|
15,060 |
|
Depreciation and amortization |
|
|
3,408 |
|
|
|
3,886 |
|
|
|
14,489 |
|
|
|
15,531 |
|
Total expenses |
|
|
199,532 |
|
|
|
180,977 |
|
|
|
735,078 |
|
|
|
533,582 |
|
Operating income
(loss) |
|
|
(619 |
) |
|
|
8,168 |
|
|
|
66,584 |
|
|
|
(14,596 |
) |
Non-operating income
(expenses) |
|
|
|
|
|
|
|
|
Related party income |
|
|
2,213 |
|
|
|
2,080 |
|
|
|
7,516 |
|
|
|
9,263 |
|
Other income (expense) |
|
|
(475 |
) |
|
|
(2,539 |
) |
|
|
761 |
|
|
|
185 |
|
Change in fair value of warrant liabilities |
|
|
(2,839 |
) |
|
|
— |
|
|
|
(4,897 |
) |
|
|
— |
|
Loss on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(39,408 |
) |
|
|
— |
|
Interest expense |
|
|
(70 |
) |
|
|
(3,858 |
) |
|
|
(7,606 |
) |
|
|
(15,741 |
) |
Total non-operating income (expenses) |
|
|
(1,171 |
) |
|
|
(4,317 |
) |
|
|
(43,634 |
) |
|
|
(6,293 |
) |
Income (loss) before
income taxes |
|
|
(1,790 |
) |
|
|
3,851 |
|
|
|
22,950 |
|
|
|
(20,889 |
) |
Income tax benefit (expense) |
|
|
(16,232 |
) |
|
|
(935 |
) |
|
|
(18,927 |
) |
|
|
(3,453 |
) |
Net income
(loss) |
|
|
(18,022 |
) |
|
$ |
2,916 |
|
|
|
4,023 |
|
|
$ |
(24,342 |
) |
Less: Net income
(loss) attributable to non-controlling interests |
|
|
(17,624 |
) |
|
|
|
|
13,444 |
|
|
|
Net income (loss)
attributable to Perella Weinberg Partners |
|
$ |
(398 |
) |
|
|
|
$ |
(9,421 |
) |
|
|
Net income (loss) per
share attributable to Class A common shareholders (1) |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.01 |
) |
|
|
|
$ |
(0.22 |
) |
|
|
Diluted |
|
$ |
(0.26 |
) |
|
|
|
$ |
(0.66 |
) |
|
|
Weighted-average
shares of Class A common stock outstanding (1) |
|
|
|
|
|
|
|
|
Basic |
|
|
42,591,146 |
|
|
|
|
|
42,595,712 |
|
|
|
Diluted |
|
|
92,745,345 |
|
|
|
|
|
92,749,911 |
|
|
|
(1) |
For the year ended December 31, 2021, net income (loss) per share
of Class A common stock and weighted-average shares of Class A
common stock outstanding is representative of the period from June
24, 2021 through December 31, 2021, the period following the
Business Combination. |
U.S. GAAP Reconciliation of Adjusted
Results (Unaudited)(Dollars in
Thousands)
|
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Total compensation and benefits—GAAP |
|
$ |
162,226 |
|
|
$ |
151,113 |
|
|
$ |
600,694 |
|
|
$ |
399,147 |
|
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo (1) |
|
|
(21,085 |
) |
|
|
(6,331 |
) |
|
|
(51,439 |
) |
|
|
(24,815 |
) |
Public company transaction
related incentives (2) |
|
|
(22,644 |
) |
|
|
(8,714 |
) |
|
|
(44,998 |
) |
|
|
(8,714 |
) |
Adjusted total
compensation and benefits |
|
$ |
118,497 |
|
|
$ |
136,068 |
|
|
$ |
504,257 |
|
|
$ |
365,618 |
|
|
|
|
|
|
|
|
|
|
Non-compensation
expense—GAAP |
|
$ |
37,306 |
|
|
$ |
29,864 |
|
|
$ |
134,384 |
|
|
$ |
134,435 |
|
TPH business combination
related expenses (3) |
|
|
(1,645 |
) |
|
|
(1,645 |
) |
|
|
(6,580 |
) |
|
|
(6,580 |
) |
Delayed offering cost expense
(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14,831 |
) |
Business Combination
transaction expenses (5) |
|
|
(279 |
) |
|
|
— |
|
|
|
(4,831 |
) |
|
|
— |
|
Adjusted
non-compensation expense (6) |
|
$ |
35,382 |
|
|
$ |
28,219 |
|
|
$ |
122,973 |
|
|
$ |
113,024 |
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)—GAAP |
|
$ |
(619 |
) |
|
$ |
8,168 |
|
|
$ |
66,584 |
|
|
$ |
(14,596 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo (1) |
|
|
21,085 |
|
|
|
6,331 |
|
|
|
51,439 |
|
|
|
24,815 |
|
Public company transaction
related incentives (2) |
|
|
22,644 |
|
|
|
8,714 |
|
|
|
44,998 |
|
|
|
8,714 |
|
TPH business combination
related expenses (3) |
|
|
1,645 |
|
|
|
1,645 |
|
|
|
6,580 |
|
|
|
6,580 |
|
Delayed offering cost expense
(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,831 |
|
Business Combination
transaction expenses (5) |
|
|
279 |
|
|
|
— |
|
|
|
4,831 |
|
|
|
— |
|
Adjusted operating
income (loss) |
|
$ |
45,034 |
|
|
$ |
24,858 |
|
|
$ |
174,432 |
|
|
$ |
40,344 |
|
|
|
|
|
|
|
|
|
|
Non-operating income
(expense)—GAAP |
|
$ |
(1,171 |
) |
|
$ |
(4,317 |
) |
|
$ |
(43,634 |
) |
|
$ |
(6,293 |
) |
Change in fair value of
warrant liabilities (7) |
|
|
2,839 |
|
|
|
— |
|
|
|
4,897 |
|
|
|
— |
|
Loss on debt extinguishment
(8) |
|
|
— |
|
|
|
— |
|
|
|
39,408 |
|
|
|
— |
|
Amortization of debt costs
(9) |
|
|
38 |
|
|
|
1,016 |
|
|
|
2,087 |
|
|
|
3,964 |
|
Adjusted non-operating
income (expense) |
|
$ |
1,706 |
|
|
$ |
(3,301 |
) |
|
$ |
2,758 |
|
|
$ |
(2,329 |
) |
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes—GAAP |
|
$ |
(1,790 |
) |
|
$ |
3,851 |
|
|
$ |
22,950 |
|
|
$ |
(20,889 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo (1) |
|
|
21,085 |
|
|
|
6,331 |
|
|
|
51,439 |
|
|
|
24,815 |
|
Public company transaction
related incentives (2) |
|
|
22,644 |
|
|
|
8,714 |
|
|
|
44,998 |
|
|
|
8,714 |
|
TPH business combination
related expenses (3) |
|
|
1,645 |
|
|
|
1,645 |
|
|
|
6,580 |
|
|
|
6,580 |
|
Delayed offering cost expense
(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,831 |
|
Business Combination
transaction expenses (5) |
|
|
279 |
|
|
|
— |
|
|
|
4,831 |
|
|
|
— |
|
Change in fair value of
warrant liabilities (7) |
|
|
2,839 |
|
|
|
— |
|
|
|
4,897 |
|
|
|
— |
|
Loss on debt extinguishment
(8) |
|
|
— |
|
|
|
— |
|
|
|
39,408 |
|
|
|
— |
|
Amortization of debt costs
(9) |
|
|
38 |
|
|
|
1,016 |
|
|
|
2,087 |
|
|
|
3,964 |
|
Adjusted income (loss)
before income taxes |
|
$ |
46,740 |
|
|
$ |
21,557 |
|
|
$ |
177,190 |
|
|
$ |
38,015 |
|
|
|
|
|
|
|
|
|
|
Income tax benefit
(expense)—GAAP |
|
$ |
(16,232 |
) |
|
$ |
(935 |
) |
|
$ |
(18,927 |
) |
|
$ |
(3,453 |
) |
Tax impact at effective
non-GAAP tax rate (10) |
|
|
7,860 |
|
|
|
— |
|
|
|
2,273 |
|
|
|
— |
|
Adjusted income tax
benefit (expense) |
|
$ |
(8,372 |
) |
|
$ |
(935 |
) |
|
$ |
(16,654 |
) |
|
$ |
(3,453 |
) |
|
|
|
|
|
|
|
|
|
Net income
(loss)—GAAP |
|
$ |
(18,022 |
) |
|
$ |
2,916 |
|
|
$ |
4,023 |
|
|
$ |
(24,342 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo (1) |
|
|
21,085 |
|
|
|
6,331 |
|
|
|
51,439 |
|
|
|
24,815 |
|
Public company transaction
related incentives (2) |
|
|
22,644 |
|
|
|
8,714 |
|
|
|
44,998 |
|
|
|
8,714 |
|
TPH business combination
related expenses (3) |
|
|
1,645 |
|
|
|
1,645 |
|
|
|
6,580 |
|
|
|
6,580 |
|
Delayed offering cost expense
(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,831 |
|
Business Combination
transaction expenses (5) |
|
|
279 |
|
|
|
— |
|
|
|
4,831 |
|
|
|
— |
|
Change in fair value of
warrant liabilities (7) |
|
|
2,839 |
|
|
|
— |
|
|
|
4,897 |
|
|
|
— |
|
Loss on debt extinguishment
(8) |
|
|
— |
|
|
|
— |
|
|
|
39,408 |
|
|
|
— |
|
Amortization of debt costs
(9) |
|
|
38 |
|
|
|
1,016 |
|
|
|
2,087 |
|
|
|
3,964 |
|
Tax impact at effective
non-GAAP tax rate (10) |
|
|
7,860 |
|
|
|
— |
|
|
|
2,273 |
|
|
|
— |
|
Adjusted net income
(loss) |
|
$ |
38,368 |
|
|
$ |
20,622 |
|
|
$ |
160,536 |
|
|
$ |
34,562 |
|
|
|
|
|
|
|
|
|
|
Less: Adjusted income tax
benefit (expense) (10) |
|
$ |
8,372 |
|
|
|
|
NM |
|
|
Add: If-converted tax impact
(11) |
|
|
(15,502 |
) |
|
|
|
NM |
|
|
Adjusted if-converted net
income (loss) |
|
$ |
31,238 |
|
|
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average adjusted
diluted shares of Class A common stock outstanding |
|
|
94,293,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income (loss) per
Class A share—diluted, if—converted (12) |
|
$ |
0.33 |
|
|
|
|
NM |
|
|
Notes to U.S. GAAP Reconciliation of Adjusted
Results:
(1) |
Equity-based compensation not dilutive to investors in PWP or PWP
Holdings LP (“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 includes
discretionary bonus payments as well as equity-based compensation
for transaction-related restricted stock units (“RSUs”) which are
directly related to milestone events that were 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 as well as equity-based vesting for transaction-related
RSUs issued to non-employees. |
(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 payoff 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) |
The non-GAAP tax rate represents the Company’s calculated tax
expense on adjusted non-GAAP income because it excludes the impact
on income taxes of certain transaction-related items and other
items not reflected in our adjusted non-GAAP results. It does not
represent the cash that the Company expects to pay for taxes in the
current periods. |
(11) |
The if-converted tax rate of 33.2% for the three months ended
December 31, 2021, reflects the tax rate applicable to the Company
for all 2021 periods after the Business Combination. No tax
adjustment was made for the twelve month period as it is considered
not meaningful because it includes a period before the Business
Combination. The if-converted tax rate for the three months ended
December 31, 2021 includes an adjustment to the non-GAAP tax rate
for the assumed exchange of all partnership units for PWP Class A
common stock and the impact of federal and state taxes, an
additional incremental tax for its foreign operations, as well as
the impact of non-deductible compensation. |
(12) |
Adjusted net income (loss) per Class A share—diluted, if-converted
for the twelve-month period ended December 31, 2021 is not
meaningful or comparative to GAAP diluted earnings per share, as it
excludes activity prior to the Business Combination on June 24,
2021. |
U.S. GAAP Reconciliation of Adjusted
Results (Unaudited)(Dollars in
Thousands)
|
|
Year Ended December 31, 2021 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
41,891 |
|
$ |
(4,831 |
) |
(1 |
) |
$ |
37,060 |
Technology and
infrastructure |
|
|
28,355 |
|
|
— |
|
|
|
28,355 |
Rent and occupancy |
|
|
26,406 |
|
|
— |
|
|
|
26,406 |
Travel and related
expenses |
|
|
6,261 |
|
|
— |
|
|
|
6,261 |
General, administrative and
other expenses |
|
|
16,982 |
|
|
— |
|
|
|
16,982 |
Depreciation and
amortization |
|
|
14,489 |
|
|
(6,580 |
) |
(2 |
) |
|
7,909 |
Non-compensation expense |
|
$ |
134,384 |
|
$ |
(11,411 |
) |
|
$ |
122,973 |
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
42,880 |
|
$ |
(14,831 |
) |
(3 |
) |
$ |
28,049 |
Technology and
infrastructure |
|
|
27,281 |
|
|
— |
|
|
|
27,281 |
Rent and occupancy |
|
|
27,958 |
|
|
— |
|
|
|
27,958 |
Travel and related
expenses |
|
|
5,725 |
|
|
— |
|
|
|
5,725 |
General, administrative and
other expenses |
|
|
15,060 |
|
|
— |
|
|
|
15,060 |
Depreciation and
amortization |
|
|
15,531 |
|
|
(6,580 |
) |
(2 |
) |
|
8,951 |
Non-compensation expense |
|
$ |
134,435 |
|
$ |
(21,411 |
) |
|
$ |
113,024 |
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2021 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
12,937 |
|
$ |
(279 |
) |
(1 |
) |
$ |
12,658 |
Technology and
infrastructure |
|
|
6,890 |
|
|
— |
|
|
|
6,890 |
Rent and occupancy |
|
|
6,338 |
|
|
— |
|
|
|
6,338 |
Travel and related
expenses |
|
|
2,756 |
|
|
— |
|
|
|
2,756 |
General, administrative and
other expenses |
|
|
4,977 |
|
|
— |
|
|
|
4,977 |
Depreciation and
amortization |
|
|
3,408 |
|
|
(1,645 |
) |
(2 |
) |
|
1,763 |
Non-compensation expense |
|
$ |
37,306 |
|
$ |
(1,924 |
) |
|
$ |
35,382 |
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2020 |
|
|
U.S. GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
8,401 |
|
$ |
— |
|
|
$ |
8,401 |
Technology and
infrastructure |
|
|
7,074 |
|
|
— |
|
|
|
7,074 |
Rent and occupancy |
|
|
7,156 |
|
|
— |
|
|
|
7,156 |
Travel and related
expenses |
|
|
744 |
|
|
— |
|
|
|
744 |
General, administrative and
other expenses |
|
|
2,603 |
|
|
— |
|
|
|
2,603 |
Depreciation and
amortization |
|
|
3,886 |
|
|
(1,645 |
) |
(2 |
) |
|
2,241 |
Non-compensation expense |
|
$ |
29,864 |
|
$ |
(1,645 |
) |
|
$ |
28,219 |
(1) |
Reflects an adjustment to exclude transaction costs associated with
the 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