UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 | Results of Operations and Financial Condition. |
On November 4, 2021, Perella Weinberg Partners (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The press release may contain hypertext links to information on the Company’s website. The information on the Company’s website is not incorporated by reference into and does not constitute a part of this Current Report on Form 8-K.
The information provided under this Item (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release Issued by the Company dated November 4, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PERELLA WEINBERG PARTNERS | ||
By: | /s/ Gary Barancik | |
Name: | Gary Barancik | |
Title: | Chief Financial Officer |
Date: November 4, 2021
Exhibit 99.1
Perella Weinberg Partners Reports Third Quarter 2021 Results
| Third Quarter 2021 Revenues of $177.4 Million, Up 44% from the Same Period of 2020; Nine Months Ended September 30, 2021 Revenues of $602.7 Million, Up 83% from the Same Period of 2020 |
| GAAP Operating Income (Loss) Margin of (5.8%) for the Third Quarter 2021 and 11.1% for the Nine Months Ended September 30, 2021; Adjusted Operating Income Margin of 17.3% for the Third Quarter 2021 and 21.5% for the Nine Months Ended September 30, 2021 |
| GAAP Net Income (Loss) of ($9.5) Million for the Third Quarter and $22.0 Million for the Nine Months Ended September 30, 2021; Adjusted Net Income (Loss) of $28.9 Million for the Third Quarter 2021 and $122.2 Million for the Nine Months Ended September 30, 2021 |
| Year-to-Date have Added Nine Advisory Partners, with an Additional Partner Joining the Firm Prior to Year End 2021, Further Expanding Coverage and Expertise from a Sector, Product, and Geography Standpoint and Supporting Strategic Growth |
| No Outstanding Indebtedness; Maintains Strong Balance Sheet |
| Declared Quarterly Dividend of $0.07 Per Share |
NEW YORK, NY, November 4, 2021 Perella Weinberg Partners (the Firm or PWP) (NASDAQ:PWP) today reported financial results for the third quarter ended September 30, 2021. The Firm reported third quarter revenues of $177.4 million for the three months ended September 30, 2021, a third quarter record for the firm, compared with $122.8 million for the three months ended September 30, 2020. GAAP net loss and adjusted net income were ($9.5) million and $28.9 million, respectively, for the three months ended September 30, 2021, compared with GAAP net loss of ($1.1) million and adjusted net income of $7.7 million for the three months ended September 30, 2020. GAAP diluted net income (loss) per Class A share and adjusted diluted if-converted net income per Class A share were $(0.09) and $0.26, respectively, for the three months ended September 30, 2021.
For the nine months ended September 30, 2021, revenues were $602.7 million for the respective period, compared with $329.8 million for the nine months ended 2020. GAAP net income and adjusted net income were $22.0 million and $122.2 million for the nine months ended September 30, 2021, respectively, compared with GAAP net loss and adjusted net income of ($27.3) million and $13.9 million for the nine months ended September 30, 2020, respectively. GAAP diluted earnings (loss) per Class A share was $(0.40) for the nine months ended September 30, 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 nine months ended September 30, 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.
PWP experienced another strong quarter as advisory services remain in high demand and our strong brand presence in the industry continues to attract clients. The level of strategic dialogue and transaction flow, especially in M&A advice, remains very active across our platform and we notably generated record results in our European business for the year-to-date period. Notwithstanding headwinds in the restructuring market, we remain well-positioned through our balanced and diversified platform to continue to take advantage of the currently favorable environment. We are investing in the business to support future growth and are focused on further strengthening our exceptional partner base with individuals who will help expand our coverage and expertise, as well as fit our culture. 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. |
1
Selected Financial Data (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
U.S. GAAP | As Adjusted | |||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenues |
$ | 177,427 | $ | 122,844 | $ | 177,427 | $ | 122,844 | ||||||||
Operating expenses |
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Total compensation and benefits |
151,372 | 90,905 | 113,524 | 84,785 | ||||||||||||
Non-compensation expenses |
36,382 | 30,407 | 33,127 | 28,762 | ||||||||||||
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Operating income (loss) |
(10,327 | ) | 1,532 | 30,776 | 9,297 | |||||||||||
Total non-operating income (expenses) |
1,015 | (1,627 | ) | 4,058 | (622 | ) | ||||||||||
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Income (loss) before provision for income taxes |
(9,312 | ) | (95 | ) | 34,834 | 8,675 | ||||||||||
Income tax benefit (expense) |
(150 | ) | (974 | ) | (5,887 | ) | (974 | ) | ||||||||
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Net income (loss) |
$ | (9,462 | ) | $ | (1,069 | ) | $ | 28,947 | $ | 7,701 | ||||||
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Net income (loss) attributable to non-controlling interests |
(12,938 | ) | ||||||||||||||
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Net income (loss) attributable to Perella Weinberg Partners |
$ | 3,476 | ||||||||||||||
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Net income (loss) |
$ | 28,947 | ||||||||||||||
Less: Adjusted income tax benefit (expense) |
5,887 | |||||||||||||||
Add: If-converted tax impact |
(10,764 | ) | ||||||||||||||
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Adjusted if-converted net income (loss) |
$ | 24,070 | ||||||||||||||
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Net income (loss) per share attributable to Class A common shareholders |
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Basic |
$ | 0.08 | ||||||||||||||
Diluted |
$ | (0.09 | ) | |||||||||||||
Diluted, If-Converted |
$ | 0.26 | ||||||||||||||
Weighted-average shares of Class A common stock outstanding |
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Basic |
42,572,813 | |||||||||||||||
Diluted |
92,727,012 | 93,818,451 |
* | 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. |
2
Selected Financial Data (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
U.S. GAAP | As Adjusted | |||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenues |
$ | 602,749 | $ | 329,841 | $ | 602,749 | $ | 329,841 | ||||||||
Operating expenses |
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Total compensation and benefits |
438,468 | 248,034 | 385,760 | 229,550 | ||||||||||||
Non-compensation expenses |
97,078 | 104,571 | 87,591 | 84,805 | ||||||||||||
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Operating income (loss) |
67,203 | (22,764 | ) | 129,398 | 15,486 | |||||||||||
Total non-operating income (expenses) |
(42,463 | ) | (1,976 | ) | 1,052 | 972 | ||||||||||
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Income (loss) before provision for income taxes |
24,740 | (24,740 | ) | 130,450 | 16,458 | |||||||||||
Income tax benefit (expense) |
(2,695 | ) | (2,518 | ) | (8,281 | ) | (2,518 | ) | ||||||||
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Net income (loss) |
$ | 22,045 | $ | (27,258 | ) | $ | 122,169 | $ | 13,940 | |||||||
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Net income (loss) attributable to non-controlling interests |
31,068 | |||||||||||||||
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Net income (loss) attributable to Perella Weinberg Partners |
$ | (9,023 | ) | |||||||||||||
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Net income (loss) |
$ | 122,169 | ||||||||||||||
Less: Adjusted income tax benefit (expense) |
NM | |||||||||||||||
Add: If-converted tax impact |
NM | |||||||||||||||
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Adjusted if-converted net income (loss) |
NM | |||||||||||||||
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Net income (loss) per share attributable to Class A common shareholders (1) |
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Basic |
$ | (0.21 | ) | |||||||||||||
Diluted |
$ | (0.40 | ) | |||||||||||||
Diluted, If-Converted (2) |
NM | |||||||||||||||
Weighted-average shares of Class A common stock outstanding (1) |
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Basic |
42,599,954 | |||||||||||||||
Diluted |
92,754,153 | NM |
(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 September 30, 2021, the period following the Business Combination. |
(2) | Adjusted net income (loss) per Class A shareDiluted, If Converted for the nine-month period ended September 30, 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. |
* | 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. |
3
Revenues
For the third quarter 2021, revenues were $177.4 million, an increase of 44% from $122.8 million for the third quarter 2020. For the nine months ended September 30, 2021, revenues were $602.7 million, an increase of 83% from $329.8 million for the nine months ended September 30, 2020. The period-over-period growth, for both the third quarter and nine months ended September 30, 2021, reflects high levels of activity across several service lines, sectors and geographies. 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, particularly in mergers and acquisitions advice, as compared to the same periods in 2020. The increase in revenues in the third quarter 2021 were partially offset by a reduction in restructuring and liability management fees as compared to the prior year.
Expenses
U.S. GAAP | As Adjusted | |||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
(Dollars in thousands) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Operating expenses |
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Total compensation and benefits |
$ | 151,372 | $ | 90,905 | $ | 113,524 | $ | 84,785 | ||||||||
% of Revenues |
85 | % | 74 | % | 64 | % | 69 | % | ||||||||
Non-compensation expenses |
$ | 36,382 | $ | 30,407 | $ | 33,127 | $ | 28,762 | ||||||||
% of Revenues |
21 | % | 25 | % | 19 | % | 23 | % |
GAAP total compensation and benefits were $151.4 million for the third quarter of 2021, compared to $90.9 million for the third quarter of 2020. Adjusted total compensation and benefits were $113.5 million for the third quarter of 2021 as compared to $84.8 million for the same period a year ago. The increase in GAAP total compensation and benefits was due to both a larger bonus accrual associated with the increase in revenues as well as increased equity-based compensation related to PWPs transition to becoming a publicly-traded company. 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 as well as certain awards that were granted in connection with the Business Combination. The increase in adjusted total compensation and benefits in the third quarter of 2021 compared to 2020 was due to a larger bonus accrual associated with substantially higher revenues partially offset by a lower compensation margin.
GAAP non-compensation expenses were $36.4 million for the third quarter of 2021, compared with $30.4 million for the prior year. Adjusted non-compensation expenses were $33.1 million for the third quarter of 2021, compared with $28.8 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 an increase in professional fees related to consulting and recruiting, increased public company costs including D&O insurance, and a modest increase in travel and related expenses as pandemic-related travel restrictions ease. On a GAAP basis, legal fees were also higher due to expenses incurred in connection with PWPs transition to becoming a publicly-traded company.
* | 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. |
4
U.S. GAAP | As Adjusted | |||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||
(Dollars in thousands) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Operating expenses |
||||||||||||||||
Total compensation and benefits |
$ | 438,468 | $ | 248,034 | $ | 385,760 | $ | 229,550 | ||||||||
% of Revenues |
73 | % | 75 | % | 64 | % | 70 | % | ||||||||
Non-compensation expenses |
$ | 97,078 | $ | 104,571 | $ | 87,591 | $ | 84,805 | ||||||||
% of Revenues |
16 | % | 32 | % | 15 | % | 26 | % |
GAAP total compensation and benefits were $438.5 million for the nine months ended September 30, 2021, compared to $248.0 million for the nine months ended September 30, 2020. Adjusted total compensation and benefits were $385.8 million for the nine months ended September 30, 2021, compared to $229.6 million for the nine months ended September 30, 2020. The increase in GAAP total compensation and benefits was due to both a larger bonus accrual associated with the increase in revenues as well as increased equity-based compensation related to PWPs transition to becoming a publicly-traded company. The increase in adjusted total compensation and benefits for the nine months ended September 30, 2021 compared to the prior period was due to larger bonus accrual associated with substantially higher revenues partially offset by a lower compensation margin.
GAAP non-compensation expenses were $97.1 million for the nine months ended September 30, 2021, compared with $104.6 million for the nine months ended September 30, 2020. Adjusted non-compensation expenses were $87.6 million for the nine months ended September 30, 2021, compared with $84.8 million for the nine months ended September 30, 2020. The decrease experienced in GAAP non-compensation expenses is a 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. The increase in adjusted non-compensation expenses was primarily driven by an increase in professional fees related to consulting and recruiting and increased public company costs including D&O insurance, partially offset by lower travel and related expenses.
Provision for Income Taxes
Perella Weinberg Partners currently owns 45.89% 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 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 September 30, 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 income was subjected to a 31% blended effective rate applicable to the adjusted net income.
Balance Sheet and Capital Management
As of September 30, 2021, PWP had $415.8 million of cash and cash equivalents. The Firm has no 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 December 17, 2021 to Class A common stockholders of record on December 3, 2021.
On August 3, 2021, the Firm exercised its right to repurchase one 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.
* | 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. |
5
Conference Call and Webcast
Management will host a webcast and conference call on Thursday, November 4, 2021 at 9:00 am ET to discuss PWPs financial results for the third quarter ended September 30, 2021.
The conference call will be made available in the Investors section of PWPs 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: 4395815 |
Replay
A replay of the call will also be available on PWPs website approximately two hours after the live call through November 18, 2021. To access the replay, dial (855) 859-2056 (Domestic) or (404) 537-3406 (International). The replay pin number is 4395815. The replay can also be accessed on the investors section of PWPs 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.
* | 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. |
6
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 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 Firms 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 Firms 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 Firms dependence on and ability to retain working partners and other key employees; |
| the Firms 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 Firms dependence on its fee-paying clients and fluctuating revenues from its non-exclusive, engagement-by-engagement business model; |
| the high volatility of the Firms 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; |
* | 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. |
7
| the ability of the Firms clients to pay for its services, including its restructuring clients; |
| the Firms ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Firms 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 Firms assets; |
| the Firms 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 Firms 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 Firms 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 Firms 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 August 12, 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.com
For Perella Weinberg Partners Media: media@pwpartners.com
* | 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. |
8
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenues |
$ | 177,427 | $ | 122,844 | $ | 602,749 | $ | 329,841 | ||||||||
Expenses |
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Compensation and benefits |
113,322 | 84,785 | 387,196 | 229,550 | ||||||||||||
Equity-based compensation |
38,050 | 6,120 | 51,272 | 18,484 | ||||||||||||
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Total compensation and benefits |
151,372 | 90,905 | 438,468 | 248,034 | ||||||||||||
Professional fees |
11,006 | 6,116 | 28,954 | 34,479 | ||||||||||||
Technology and infrastructure |
7,368 | 6,969 | 21,465 | 20,207 | ||||||||||||
Rent and occupancy |
6,773 | 6,984 | 20,068 | 20,802 | ||||||||||||
Travel and related expenses |
1,629 | 391 | 3,505 | 4,981 | ||||||||||||
General, administrative and other expenses |
6,127 | 6,096 | 12,005 | 12,457 | ||||||||||||
Depreciation and amortization |
3,479 | 3,851 | 11,081 | 11,645 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
187,754 | 121,312 | 535,546 | 352,605 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss) |
(10,327 | ) | 1,532 | 67,203 | (22,764 | ) | ||||||||||
Non-operating income (expenses) |
||||||||||||||||
Related party income |
1,529 | 2,412 | 5,303 | 7,183 | ||||||||||||
Other income (expense) |
2,564 | (126 | ) | 1,236 | 2,724 | |||||||||||
Change in fair value of warrant liabilities |
(3,006 | ) | | (2,058 | ) | | ||||||||||
Loss on debt extinguishment |
| | (39,408 | ) | | |||||||||||
Interest expense |
(72 | ) | (3,913 | ) | (7,536 | ) | (11,883 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total non-operating income (expenses) |
1,015 | (1,627 | ) | (42,463 | ) | (1,976 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before income taxes |
(9,312 | ) | (95 | ) | 24,740 | (24,740 | ) | |||||||||
Income tax benefit (expense) |
(150 | ) | (974 | ) | (2,695 | ) | (2,518 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
(9,462 | ) | (1,069 | ) | 22,045 | (27,258 | ) | |||||||||
|
|
|
|
|||||||||||||
Less: Net income (loss) attributable to non-controlling interests |
(12,938 | ) | 31,068 | |||||||||||||
|
|
|
|
|||||||||||||
Net income (loss) attributable to Perella Weinberg Partners |
$ | 3,476 | $ | (9,023 | ) | |||||||||||
|
|
|
|
|||||||||||||
Net income (loss) per share attributable to Class A common shareholders (1) |
||||||||||||||||
Basic |
$ | 0.08 | $ | (0.21 | ) | |||||||||||
Diluted |
$ | (0.09 | ) | $ | (0.40 | ) | ||||||||||
Weighted-average shares of Class A common stock outstanding (1) |
||||||||||||||||
Basic |
42,572,813 | 42,599,954 | ||||||||||||||
Diluted |
92,727,012 | 92,754,153 |
(1) | For the nine months ended September 30, 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 September 30, 2021, the period following the Business Combination. |
* | 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. |
9
U.S. GAAP Reconciliation of Adjusted Results (Unaudited)
(Dollars in Thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Total compensation and benefitsGAAP |
$ | 151,372 | $ | 90,905 | $ | 438,468 | $ | 248,034 | ||||||||
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) |
(17,132 | ) | (6,120 | ) | (30,354 | ) | (18,484 | ) | ||||||||
Public company transaction related incentives (2) |
(20,716 | ) | | (22,354 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted total compensation and benefits |
$ | 113,524 | $ | 84,785 | $ | 385,760 | $ | 229,550 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-compensation expenseGAAP |
$ | 36,382 | $ | 30,407 | $ | 97,078 | $ | 104,571 | ||||||||
TPH business combination related expenses (3) |
(1,645 | ) | (1,645 | ) | (4,935 | ) | (4,935 | ) | ||||||||
Delayed offering cost expense (4) |
| | | (14,831 | ) | |||||||||||
Business Combination transaction expenses (5) |
(1,610 | ) | | (4,552 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted non-compensation expense (6) |
$ | 33,127 | $ | 28,762 | $ | 87,591 | $ | 84,805 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss)GAAP |
$ | (10,327 | ) | $ | 1,532 | $ | 67,203 | $ | (22,764 | ) | ||||||
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) |
17,132 | 6,120 | 30,354 | 18,484 | ||||||||||||
Public company transaction related incentives (2) |
20,716 | | 22,354 | | ||||||||||||
TPH business combination related expenses (3) |
1,645 | 1,645 | 4,935 | 4,935 | ||||||||||||
Delayed offering cost expense (4) |
| | | 14,831 | ||||||||||||
Business Combination transaction expenses (5) |
1,610 | | 4,552 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted operating income (loss) |
$ | 30,776 | $ | 9,297 | $ | 129,398 | $ | 15,486 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-operating income (expense)GAAP |
$ | 1,015 | $ | (1,627 | ) | $ | (42,463 | ) | $ | (1,976 | ) | |||||
Change in fair value of warrant liabilities (7) |
3,006 | | 2,058 | | ||||||||||||
Loss on debt extinguishment (8) |
| | 39,408 | | ||||||||||||
Amortization of debt costs (9) |
37 | 1,005 | 2,049 | 2,948 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted non-operating income (expense) |
$ | 4,058 | $ | (622 | ) | $ | 1,052 | $ | 972 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before income taxesGAAP |
$ | (9,312 | ) | $ | (95 | ) | $ | 24,740 | $ | (24,740 | ) | |||||
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) |
17,132 | 6,120 | 30,354 | 18,484 | ||||||||||||
Public company transaction related incentives (2) |
20,716 | | 22,354 | | ||||||||||||
TPH business combination related expenses (3) |
1,645 | 1,645 | 4,935 | 4,935 | ||||||||||||
Delayed offering cost expense (4) |
| | | 14,831 | ||||||||||||
Business Combination transaction expenses (5) |
1,610 | | 4,552 | | ||||||||||||
Change in fair value of warrant liabilities (7) |
3,006 | | 2,058 | | ||||||||||||
Loss on debt extinguishment (8) |
| | 39,408 | | ||||||||||||
Amortization of debt costs (9) |
37 | 1,005 | 2,049 | 2,948 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted income (loss) before income taxes |
$ | 34,834 | $ | 8,675 | $ | 130,450 | $ | 16,458 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Income tax benefit (expense)GAAP |
$ | (150 | ) | $ | (974 | ) | $ | (2,695 | ) | $ | (2,518 | ) | ||||
Tax impact at effective non-GAAP tax rate (10) |
(5,737 | ) | | (5,586 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted income tax benefit (expense) |
$ | (5,887 | ) | $ | (974 | ) | $ | (8,281 | ) | $ | (2,518 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)GAAP |
$ | (9,462 | ) | $ | (1,069 | ) | $ | 22,045 | $ | (27,258 | ) | |||||
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) |
17,132 | 6,120 | 30,354 | 18,484 | ||||||||||||
Public company transaction related incentives (2) |
20,716 | | 22,354 | | ||||||||||||
TPH business combination related expenses (3) |
1,645 | 1,645 | 4,935 | 4,935 | ||||||||||||
Delayed offering cost expense (4) |
| | | 14,831 | ||||||||||||
Business Combination transaction expenses (5) |
1,610 | | 4,552 | | ||||||||||||
Change in fair value of warrant liabilities (7) |
3,006 | | 2,058 | | ||||||||||||
Loss on debt extinguishment (8) |
| | 39,408 | | ||||||||||||
Amortization of debt costs (9) |
37 | 1,005 | 2,049 | 2,948 | ||||||||||||
Tax impact at effective non-GAAP tax rate (10) |
(5,737 | ) | | (5,586 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted net income (loss) |
$ | 28,947 | $ | 7,701 | $ | 122,169 | $ | 13,940 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Less: Adjusted income tax benefit (expense) (10) |
$ | 5,887 | NM | |||||||||||||
Add: If-converted tax impact (11) |
(10,764 | ) | NM | |||||||||||||
|
|
|
|
|||||||||||||
Adjusted if-converted net income (loss) |
$ | 24,070 | $ | 122,169 | ||||||||||||
|
|
|
|
|||||||||||||
Weighted-average adjusted diluted shares of Class A common stock outstanding |
93,818,451 | |||||||||||||||
Adjusted net income (loss) per Class A sharediluted, ifconverted (12) |
$ | 0.26 | NM |
* | 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. |
10
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 includes discretionary bonus payments as well as equity-based compensation for transaction-related RSUs which are directly related to milestone events that were part of the Business Combination process and reorganization. These payments were outside of PWPs 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 expenseGAAP 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 Companys 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) | For the three month period ended September, 30, 2021, the non-GAAP tax rate was adjusted to reflect the exchange of partnership units for PWPs Class A common stock. No tax adjustment was made for the nine-month period after the Business Combination as it is considered not meaningful due to exclusion of activity prior to the Business Combination. |
(12) | Adjusted net income (loss) per Class A sharediluted, if-converted for the nine-month period ended September 30, 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. |
* | 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. |
11
U.S. GAAP Reconciliation of Adjusted Results (Unaudited)
(Dollars in Thousands)
Three Months Ended September 30, 2021 | ||||||||||||
U.S. GAAP | Adjustments | Adjusted | ||||||||||
Professional fees |
$ | 11,006 | $ | (1,610 | )(1) | $ | 9,396 | |||||
Technology and infrastructure |
7,368 | | 7,368 | |||||||||
Rent and occupancy |
6,773 | | 6,773 | |||||||||
Travel and related expenses |
1,629 | | 1,629 | |||||||||
General, administrative and other expenses |
6,127 | | 6,127 | |||||||||
Depreciation and amortization |
3,479 | (1,645 | )(2) | 1,834 | ||||||||
|
|
|
|
|
|
|||||||
Non-compensation expense |
$ | 36,382 | $ | (3,255 | ) | $ | 33,127 | |||||
|
|
|
|
|
|
Three Months Ended September 30, 2020 | ||||||||||||
U.S. GAAP | Adjustments | Adjusted | ||||||||||
Professional fees |
$ | 6,116 | $ | | $ | 6,116 | ||||||
Technology and infrastructure |
6,969 | | 6,969 | |||||||||
Rent and occupancy |
6,984 | | 6,984 | |||||||||
Travel and related expenses |
391 | | 391 | |||||||||
General, administrative and other expenses |
6,096 | | 6,096 | |||||||||
Depreciation and amortization |
3,851 | (1,645 | )(2) | 2,206 | ||||||||
|
|
|
|
|
|
|||||||
Non-compensation expense |
$ | 30,407 | $ | (1,645 | ) | $ | 28,762 | |||||
|
|
|
|
|
|
Nine Months Ended September 30, 2021 | ||||||||||||
U.S. GAAP | Adjustments | Adjusted | ||||||||||
Professional fees |
$ | 28,954 | $ | (4,552 | )(1) | $ | 24,402 | |||||
Technology and infrastructure |
21,465 | | 21,465 | |||||||||
Rent and occupancy |
20,068 | | 20,068 | |||||||||
Travel and related expenses |
3,505 | | 3,505 | |||||||||
General, administrative and other expenses |
12,005 | | 12,005 | |||||||||
Depreciation and amortization |
11,081 | (4,935 | )(2) | 6,146 | ||||||||
|
|
|
|
|
|
|||||||
Non-compensation expense |
$ | 97,078 | $ | (9,487 | ) | $ | 87,591 | |||||
|
|
|
|
|
|
Nine Months Ended September 30, 2020 | ||||||||||||
U.S. GAAP | Adjustments | Adjusted | ||||||||||
Professional fees |
$ | 34,479 | $ | (14,831 | )(3) | $ | 19,648 | |||||
Technology and infrastructure |
20,207 | | 20,207 | |||||||||
Rent and occupancy |
20,802 | | 20,802 | |||||||||
Travel and related expenses |
4,981 | | 4,981 | |||||||||
General, administrative and other expenses |
12,457 | | 12,457 | |||||||||
Depreciation and amortization |
11,645 | (4,935 | )(2) | 6,710 | ||||||||
|
|
|
|
|
|
|||||||
Non-compensation expense |
$ | 104,571 | $ | (19,766 | ) | $ | 84,805 | |||||
|
|
|
|
|
|
(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. |
* | 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. |
12