SEC Filing - Perella Weinberg Partners LP

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pwp-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________________________________________________________________________________________________________________________________________

FORM 10-Q

_____________________________________________________________________________________________________________________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-39558

_____________________________________________________________________________________________________________________________________________________________________

PERELLA WEINBERG PARTNERS

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________________________________________________________________________________________________________________________________


Delaware			84-1770732
( State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
767 Fifth Avenue New York, NY			10153
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 287-3200

_____________________________________________________________________________________________________________________________________________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

PWP

Nasdaq Global Select Market

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

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

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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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. o

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

As of November 2, 2022, the registrant had 42,375,596 shares of Class A common stock, par value $0.0001 per share, and 44,925,877 shares of Class B common stock, par value $0.0001 per share, outstanding.

Perella Weinberg Partners

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Financial Condition as of September 30, 2022 and December 31, 2021	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2022 and 2021	6
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2022 and 2021	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	10
	Notes to Condensed Consolidated Financial Statements (Unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	58
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	61
Signatures		62

On June 24, 2021 (the “Closing Date” or the “Closing”), 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 (the “Business Combination Agreement”). 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:

•any projected financial information, anticipated growth rate, and market opportunity of the Company;

•the ability to maintain the listing of the Company’s Class A common stock 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 Company, including:

◦whether the Company 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 Company’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”), as well as the impact of recent hostilities between Russia and Ukraine;

◦the Company’s dependence on and ability to retain working partners and other key employees;

◦the Company’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 Company’s dependence on its fee-paying clients and fluctuating revenues from its non-exclusive, engagement-by-engagement business model;

◦the high volatility of the Company’s revenue 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 Company’s clients to pay for its services, including its restructuring clients;

◦the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’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 Company’s assets;

◦the Company’s successful formulation and execution of its business and growth strategies;

◦the outcome of third-party litigation involving the Company;

◦substantial litigation risks in the financial services industry;

◦cybersecurity and other operational risks;

◦the Company’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 Company’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);

◦other risks and uncertainties described under the section entitled “Risk Factors” included in Amendment No. 1 to our Annual Report on Form 10-K/A.

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 Securities and Exchange Commission (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/ free of charge as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. 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.

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)




	September 30, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	142,854	$	502,773
Restricted cash	2,659		2,002
Investments in short-term marketable debt securities	138,863		—
Accounts receivable, net of allowance	46,690		46,914
Due from related parties	3,572		4,225
Fixed assets, net of accumulated depreciation and amortization	20,517		10,362
Intangible assets, net of accumulated amortization	27,417		32,352
Goodwill	34,383		34,383
Prepaid expenses and other assets	26,398		24,313
Right-of-use lease assets	155,824		39,912
Deferred tax assets, net	32,422		21,091
Total assets	$	631,599	$	718,327
Liabilities and Equity
Accrued compensation and benefits	$	130,136	$	311,500
Deferred compensation programs	5,559		11,221
Accounts payable, accrued expenses and other liabilities	34,432		31,048
Deferred revenue	3,873		7,845
Lease liabilities	159,635		43,448
Warrant liabilities	—		27,805
Amount due pursuant to tax receivable agreement	23,782		14,108
Total liabilities	357,417		446,975
Commitments and Contingencies (Note 18)
Class A common stock, par value $0.0001 per share (1,500,000,000 shares authorized, 51,810,154 issued and 43,108,599 outstanding at September 30, 2022; 1,500,000,000 shares authorized, 43,649,319 issued and 42,649,319 outstanding at December 31, 2021)	5		4
Class B common stock, par value $0.0001 per share (600,000,000 shares authorized, 44,925,877 issued and outstanding at September 30, 2022; 600,000,000 shares authorized, 50,154,199 issued and outstanding at December 31, 2021)	4		5
Additional paid-in-capital	225,978		158,131
Retained earnings (accumulated deficit)	(12,209)		(18,075)
Accumulated other comprehensive income (loss)	(8,293)		(1,746)
Treasury stock, at cost (8,701,555 and 1,000,000 shares of Class A common stock at September 30, 2022 and December 31, 2021, respectively)	(65,488)		(12,000)
Total Perella Weinberg Partners equity	139,997		126,319
Non-controlling interests	134,185		145,033
Total equity	274,182		271,352
Total liabilities and equity	$	631,599	$	718,327

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)

Perella Weinberg Partners

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in Thousands, Except Per Share Amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues	$	145,379	$	177,427	$	448,359	$	602,749
Expenses
Compensation and benefits	86,260		113,322		264,092		387,196
Equity-based compensation	36,999		38,050		114,316		51,272
Total compensation and benefits	123,259		151,372		378,408		438,468
Professional fees	8,180		11,006		25,902		28,954
Technology and infrastructure	7,337		7,368		22,414		21,465
Rent and occupancy	6,404		6,773		17,511		20,068
Travel and related expenses	2,912		1,629		8,847		3,505
General, administrative and other expenses	3,648		6,127		15,414		12,005
Depreciation and amortization	2,457		3,479		8,053		11,081
Total expenses	154,197		187,754		476,549		535,546
Operating income (loss)	(8,818)		(10,327)		(28,190)		67,203
Non-operating income (expenses)
Related party income	740		1,529		2,248		5,303
Other income (expense)	6,152		2,564		11,908		1,236
Change in fair value of warrant liabilities	(6,294)		(3,006)		15,806		(2,058)
Loss on debt extinguishment	—		—		—		(39,408)
Interest expense	(69)		(72)		(206)		(7,536)
Total non-operating income (expenses)	529		1,015		29,756		(42,463)
Income (loss) before income taxes	(8,289)		(9,312)		1,566		24,740
Income tax benefit (expense)	(4,570)		(150)		(10,707)		(2,695)
Net income (loss)	(12,859)		(9,462)		(9,141)		22,045
Less: Net income (loss) attributable to non-controlling interests	(13,999)		(12,938)		(28,440)		31,068
Net income (loss) attributable to Perella Weinberg Partners	$	1,140	$	3,476	$	19,299	$	(9,023)
Net income (loss) per share attributable to Class A common shareholders (1)
Basic	$	0.03	$	0.08	$	0.44	$	(0.21)
Diluted	$	(0.19)	$	(0.09)	$	(0.19)	$	(0.40)
Weighted-average shares of Class A common stock outstanding (1)
Basic	42,263,427		42,572,813		44,241,794		42,599,954
Diluted	87,745,776		92,727,012		90,535,232		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, as defined in Note 1—Organization and Nature of Business. For more information, refer to Note 15—Net Income (Loss) Per Share Attributable to Class A Common Shareholders.

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)

Perella Weinberg Partners

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(Dollars in Thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income (loss)	$	(12,859)	$	(9,462)	$	(9,141)	$	22,045
Foreign currency translation gain (loss)	(6,129)		(2,086)		(13,408)		(1,542)
Comprehensive income (loss)	(18,988)		(11,548)		(22,549)		20,503
Less: Comprehensive income (loss) attributable to non-controlling interests	(17,169)		(14,068)		(35,300)		30,474
Comprehensive income (loss) attributable to Perella Weinberg Partners	$	(1,819)	$	2,520	$	12,751	$	(9,971)

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)

Perella Weinberg Partners

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars in Thousands)


			Shares													Accumulated Other Comprehensive Income (Loss)
	Partners’ Capital		Class A Common Stock	Class B Common Stock	Treasury Stock	Class A Common Stock		Class B Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)				Non- Controlling Interests		Total Equity
Balance at December 31, 2020	$	76,509	—	—	—	$	—	$	—	$	—	$	—	$	—	$	(2,326)	$	—	$	74,183
Net income (loss)	22,507		—	—	—	—		—		—		—		—		—		—		22,507
Equity-based compensation	6,157		—	—	—	—		—		—		—		—		—		—		6,157
Distributions to partners	(9,816)		—	—	—	—		—		—		—		—		—		—		(9,816)
Other	384		—	—	—	—		—		—		—		—		—		—		384
Foreign currency translation gain (loss)	—		—	—	—	—		—		—		—		—		228		—		228
Balance at March 31, 2021	$	95,741	—	—	—	$	—	$	—	$	—	$	—	$	—	$	(2,098)	$	—	$	93,643
Net income (loss) prior to Business Combination	37,350		—	—	—	—		—		—		—		—		—		—		37,350
Equity-based compensation prior to Business Combination	5,604		—	—	—	—		—		—		—		—		—		—		5,604
Foreign currency translation gain (loss) prior to Business Combination	—		—	—	—	—		—		—		—		—		298		—		298
Distributions to partners	(37,573)		—	—	—	—		—		—		—		—		—		—		(37,573)
Other	(10)		—	—		—		—				—		—		—		—		(10)
Effect of Business Combination	(101,112)		42,956,667	50,154,199	—	4		5		—		133,832		—		974		154,619		188,322
Net income (loss) after Business Combination	—		—	—	—	—		—		—		—		(12,499)		—		(15,851)		(28,350)
Equity-based compensation after Business Combination	—		—	—	—	—		—		—		1,461		—		—		—		1,461
Foreign currency translation gain (loss) after Business Combination	—		—	—	—	—		—		—		—		—		8		10		18
Balance at June 30, 2021	$	—	42,956,667	50,154,199	—	$	4	$	5	$	—	$	135,293	$	(12,499)	$	(818)	$	138,778	$	260,763
Net income (loss)	—		—	—	—	—		—		—		—		3,476		—		(12,938)		(9,462)
Equity-based awards	—		—	—	—	—		—		—		21,094		—		—		17,133		38,227
Foreign currency translation gain (loss)	—		—	—	—	—		—		—		—		—		(956)		(1,130)		(2,086)
Distributions to partners	—		—	—	—	—		—		—		—		—		—		(7,007)		(7,007)
Liability awards reclassification to equity	—		—	—	—	—		—		—		3,912		—		—		—		3,912
Issuance of Class A common stock for vested PWP Incentive Plan Awards	—		535,831	—	—	—		—		—		—		—		—		—		—
Withholding payments on vested PWP Incentive Plan Awards	—		—	—	—	—		—		—		(7,983)		—		—		—		(7,983)
Dividends declared ($0.07 per share of Class A common stock)	—		—	—	—	—		—		—		113		(4,313)		—		—		(4,200)
Other	—		—	—	—	—		—		—		879		—		—		940		1,819
Treasury stock purchase	—		—	—	(1,000,000)	—		—		(12,000)		—		—		—		—		(12,000)
Change in ownership interests	—		—	—	—	—		—		—		(1,000)		—		—		1,000		—
Balance at September 30, 2021	$	—	43,492,498	50,154,199	(1,000,000)	$	4	$	5	$	(12,000)	$	152,308	$	(13,336)	$	(1,774)	$	136,776	$	261,983

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)

Perella Weinberg Partners

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars in Thousands)


	Shares
	Class A Common Stock	Class B Common Stock	Treasury Stock	Class A Common Stock		Class B Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Non- Controlling Interests		Total Equity
Balance at December 31, 2021	43,649,319	50,154,199	(1,000,000)	$	4	$	5	$	(12,000)	$	158,131	$	(18,075)	$	(1,746)	$	145,033	$	271,352
Net income (loss)	—	—	—	—		—		—		—		8,894		—		(7,842)		1,052
Equity-based awards	—	—	—							22,695				—		18,710		41,405
Distributions to partners	—	—	—	—		—		—		—		—		—		(15,823)		(15,823)
Issuance of Class A common stock for vested PWP Incentive Plan Awards	601,098	—	—	—		—		—		—		—		—		—		—
Withholding payments on vested PWP Incentive Plan Awards	—	—	—	—		—		—		(6,075)		—		—		—		(6,075)
Dividends declared ($0.07 per share of Class A common stock)	—	—	—	—		—		—		116		(4,229)		—		—		(4,113)
Foreign currency translation gain (loss)	—	—	—	—		—		—		—		—		(1,040)		(1,062)		(2,102)
Other	—	—	—	—		—		—		734		—		—		1,265		1,999
Issuance of Class A common stock and exchange of PWP OpCo Units with corresponding Class B common stock for cash using Offering proceeds (Note 11—Stockholders' Equity)	3,502,033	(3,498,534)	—	1		—		—		(538)		—		—		—		(537)
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 11—Stockholders' Equity)	337,048	(336,712)	—	—		—		—		17		—		—		—		17
Treasury stock purchase	—	—	(172,303)	—		—		(1,598)		—		—		—		—		(1,598)
Change in ownership interests	—	—	—	—		—		—		4,665		—		—		(4,665)		—
Balance at March 31, 2022	48,089,498	46,318,953	(1,172,303)	$	5	$	5	$	(13,598)	$	179,745	$	(13,410)	$	(2,786)	$	135,616	$	285,577
Net income (loss)	—	—	—	—		—		—		—		9,265		—		(6,599)		2,666
Equity-based awards	—	—	—	—		—		—		18,432		—		—		18,525		36,957
Distributions to partners	—	—	—	—		—		—		—		—		—		(2,856)		(2,856)
Issuance of Class A common stock for vested PWP Incentive Plan Awards	66,116	—	—	—		—		—		—		—		—		—		—
Withholding payments on vested PWP Incentive Plan Awards	—	—	—	—		—		—		(359)		—		—		—		(359)
Dividends declared ($0.07 per share of Class A common stock)	—	—	—	—		—		—		134		(4,689)		—		—		(4,555)
Foreign currency translation gain (loss)	—	—	—	—		—		—		—		—		(2,548)		(2,629)		(5,177)
Other	—	—		—		—				(8)		—		—		(6)		(14)
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 11 - Stockholders’ Equity)	629,591	(628,965)	—	—		—		—		263		—		—		—		263
Treasury stock purchase	—	—	(6,267,904)	—		—		(43,689)		—		—		—		—		(43,689)
Change in ownership interests	—	—	—	—		—		—		5,654		—		—		(5,654)		—
Balance at June 30, 2022	48,785,205	45,689,988	(7,440,207)	$	5	$	5	$	(57,287)	$	203,861	$	(8,834)	$	(5,334)	$	136,397	$	268,813
Net income (loss)	—	—	—	—		—		—		—		1,140		—		(13,999)		(12,859)
Equity-based awards	—	—	—	—		—		—		18,860		—		—		18,748		37,608
Foreign currency translation gain (loss)	—	—	—	—		—		—		—		—		(2,959)		(3,170)		(6,129)
Distributions to partners	—	—	—	—		—		—		—		—		—		(10,052)		(10,052)
Issuance of Class A common stock for vested PWP Incentive Plan Awards	694,128	—	28,111	—		—		337		(337)		—		—		—		—
Withholding payments on vested PWP Incentive Plan Awards	—	—	—	—		—		—		(2,704)		—		—		—		(2,704)

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)

Perella Weinberg Partners

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars in Thousands)


Dividends declared ($0.07 per share of Class A common stock)	—	—	—	—	—	—	137	(4,515)	—	—	(4,378)
Other	—	—	—	—	—	—	(11)	—	—	(13)	(24)
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 11 - Stockholders’ Equity)	764,873	(764,111)	—	—	(1)	—	447	—	—	—	446
Warrant exchange for Class A common stock	1,565,948	—	—	—	—	—	11,999	—	—	—	11,999