UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 2, 2021, the registrant had
Perella Weinberg Partners
Table of Contents
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Page |
PART I. |
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Item 1. |
4 |
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4 |
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5 |
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6 |
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7 |
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9 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
10 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
44 |
Item 3. |
56 |
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Item 4. |
56 |
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PART II. |
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Item 1. |
56 |
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Item 1A. |
57 |
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Item 2. |
57 |
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Item 3. |
58 |
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Item 4. |
58 |
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Item 5. |
58 |
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Item 6. |
59 |
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60 |
1
On June 24, 2021 (the “Closing Date”), Perella Weinberg Partners (formerly known as FinTech Acquisition Corp. IV (“FTIV”)) consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated as of December 29, 2020. As contemplated by the Business Combination Agreement, (i) FTIV acquired certain partnership interests in PWP Holdings LP (“PWP OpCo”), (ii) PWP OpCo became jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (“Professional Partners”) and certain existing partners of PWP OpCo, and (iii) PWP OpCo serves as Perella Weinberg Partners’ operating partnership as part of an umbrella limited partnership C-corporation (Up-C) structure (collectively with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Unless the context otherwise requires, all references to “PWP,” the “Company,” “we,” “us” or “our” refer to Perella Weinberg Partners and its consolidated subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this Quarterly Report on Form 10-Q 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:
2
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. The Company 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.
Website Disclosure
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site where reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC are available. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our website at https://investors.pwpartners.com/. Our website is https://pwpartners.com/. Although we refer to our website in this report, the contents of our website are not included or incorporated by reference into this report. All references to our website in this report are intended to be inactive textual references only.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Perella Weinberg Partners
Condensed Consolidated Statements of Financial Condition
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
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September 30, 2021 |
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December 31, 2020 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowance |
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Due from related parties |
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Fixed assets, net of accumulated depreciation and amortization |
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Intangible assets, net of accumulated amortization |
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Goodwill |
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Prepaid expenses and other assets |
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Right-of-use lease assets |
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Deferred tax asset, net |
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Total assets |
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$ |
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$ |
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Liabilities and Equity |
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Accrued compensation and benefits |
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$ |
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$ |
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Deferred compensation programs |
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Accounts payable, accrued expenses and other liabilities |
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Deferred revenue |
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Lease liabilities |
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Debt, net of unamortized debt discounts and issuance costs |
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Warrant liabilities |
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Amount due pursuant to tax receivable agreement |
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Total liabilities |
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Class A common stock, par value $ |
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$ |
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$ |
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Class B common stock, par value $ |
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Additional paid-in-capital |
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Retained earnings (accumulated deficit) |
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( |
) |
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Accumulated other comprehensive income (loss) |
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( |
) |
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( |
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Treasury stock, at cost ( |
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( |
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Partners’ capital |
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Total Perella Weinberg Partners equity / Partners’ capital |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
4
Perella Weinberg Partners
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Expenses |
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Compensation and benefits |
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Equity-based compensation |
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Total compensation and benefits |
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Professional fees |
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Technology and infrastructure |
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Rent and occupancy |
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Travel and related expenses |
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General, administrative and other expenses |
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Depreciation and amortization |
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Total expenses |
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Operating income (loss) |
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( |
) |
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( |
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Non-operating income (expenses) |
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Related party income |
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Other income (expense) |
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( |
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Change in fair value of warrant liabilities |
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( |
) |
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( |
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Loss on debt extinguishment |
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( |
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Interest expense |
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( |
) |
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( |
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( |
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( |
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Total non-operating income (expenses) |
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( |
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( |
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( |
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Income (loss) before income taxes |
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( |
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( |
) |
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( |
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Income tax benefit (expense) |
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( |
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( |
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( |
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( |
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Net income (loss) |
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( |
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$ |
( |
) |
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$ |
( |
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Less: Net income (loss) attributable to non-controlling interests |
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( |
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Net income (loss) attributable to Perella Weinberg Partners |
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$ |
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$ |
( |
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Net income (loss) per share attributable to Class A common shareholders (1) |
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Basic |
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$ |
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$ |
( |
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Diluted |
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$ |
( |
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$ |
( |
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Weighted-average shares of Class A common stock outstanding (1) |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
5
Perella Weinberg Partners
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(Dollars in Thousands)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Net income (loss) |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
( |
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Foreign currency translation gain (loss) |
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( |
) |
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( |
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Comprehensive income (loss) |
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( |
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$ |
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$ |
( |
) |
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Less: Comprehensive income (loss) attributable to non-controlling interests |
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( |
) |
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Comprehensive income (loss) attributable to Perella Weinberg Partners |
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$ |
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$ |
( |
) |
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The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
6
Perella Weinberg Partners
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(Dollars in Thousands)
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Shares |
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Partners’ |
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Class A |
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Class B |
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Treasury |
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Class A |
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Class B |
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Treasury |
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Additional |
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Retained |
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Accumulated |
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Non- |
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Total |
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Balance at December 31, 2019 |
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$ |
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- |
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- |
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- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
( |
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$ |
- |
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$ |
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Cumulative effect of accounting change |
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( |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
Net income (loss) |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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Equity-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Distributions to partners |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
Other |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
Foreign currency translation gain (loss) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Balance at March 31, 2020 |
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$ |
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- |
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- |
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- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
( |
) |
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$ |
- |
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$ |
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Net income (loss) |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
Equity-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Other |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
Foreign currency translation gain (loss) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at June 30, 2020 |
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$ |
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- |
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- |
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- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
( |
) |
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$ |
- |
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$ |
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Net income (loss) |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
Equity-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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