Perella Weinberg Partners (the “Firm” or “PWP”) (NASDAQ:PWP) today
reported financial results for the second quarter ended
June 30, 2024.
Revenues
For the second quarter of 2024, revenues were
$272.0 million, an increase of 64% from $165.5 million for the
second quarter of 2023. For the first half of 2024, revenues were
$374.1 million, an increase of 26% from $297.0 million for the
first half of 2023. The higher revenues in both current year
periods was attributable to increased mergers and acquisition and
financing and capital solutions activity, driven by larger
transactions and related fee events across the business.
Expenses
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
GAAP |
|
Adjusted |
|
GAAP |
|
Adjusted |
|
GAAP |
|
Adjusted |
|
GAAP |
|
Adjusted |
Operating
expenses |
|
(Dollars in Millions) |
|
(Dollars in Millions) |
Total compensation and benefits |
|
$ |
310.5 |
|
|
$ |
168.3 |
|
|
$ |
148.4 |
|
|
$ |
113.6 |
|
|
$ |
425.9 |
|
|
$ |
254.4 |
|
|
$ |
266.1 |
|
|
$ |
199.0 |
|
% of Revenues |
|
|
114 |
% |
|
|
62 |
% |
|
|
90 |
% |
|
|
69 |
% |
|
|
114 |
% |
|
|
68 |
% |
|
|
90 |
% |
|
|
67 |
% |
Non-compensation expenses |
|
$ |
43.8 |
|
|
$ |
41.2 |
|
|
$ |
38.9 |
|
|
$ |
36.4 |
|
|
$ |
84.1 |
|
|
$ |
78.2 |
|
|
$ |
75.4 |
|
|
$ |
70.9 |
|
% of Revenues |
|
|
16 |
% |
|
|
15 |
% |
|
|
23 |
% |
|
|
22 |
% |
|
|
22 |
% |
|
|
21 |
% |
|
|
25 |
% |
|
|
24 |
% |
As previously disclosed, effective April 1,
2024, we merged AdCo Professional Partners LP (“Professional
Partners”) with PWP Holdings LP (“PWP OpCo”). During the second
quarter of 2024, we accelerated the vesting of certain partnership
unit awards, some of which were modified to allow for conversion
into cash upon vesting to facilitate the payment of taxes
associated with the vesting of these awards to align with the
treatment of restricted stock units (collectively, the “Vesting
Acceleration”). Pursuant to GAAP, this modification caused certain
awards to be reclassified from equity to liability classification,
resulting in incremental compensation expense from fair value
measurement through the date of vesting.
Three Months Ended
GAAP total compensation and benefits were $310.5
million for the second quarter of 2024, compared to $148.4 million
for the second quarter of 2023, which includes in the current
period incremental compensation expense related to the one-time
Vesting Acceleration. Adjusted total compensation and benefits were
$168.3 million for the second quarter of 2024, compared to $113.6
million for the same period a year ago. The increase in total
compensation and benefits was due to a larger bonus accrual on an
absolute dollar basis associated with higher revenues, partially
offset by the quarterly impact of decreasing the year-to-date
adjusted compensation ratio to 68%.
GAAP non-compensation expenses were $43.8
million for the second quarter of 2024, compared to $38.9 million
for the second quarter of 2023. Adjusted non-compensation expenses
were $41.2 million for the second quarter of 2024, compared to
$36.4 million for the same period a year ago. The increase in
non-compensation expenses was largely driven by an increase in
professional fees including legal, higher depreciation expense tied
to our New York office renovation, and a bad debt write-off,
partially offset by a decline in general, administrative and other
expenses and lower rent and occupancy costs.
Six Months Ended
GAAP total compensation and benefits were $425.9
million for the six months ended June 30, 2024, compared to $266.1
million for the prior year period, which includes in the current
period incremental compensation expense related to the one-time
Vesting Acceleration. Adjusted total compensation and benefits were
$254.4 million for the six months ended June 30, 2024, compared to
$199.0 million for the same period a year ago. The increase in
total compensation and benefits was due to a larger bonus accrual
on an absolute dollar basis associated with higher revenues along
with a higher compensation margin. At the end of the second
quarter, the Firm accrued year-to-date adjusted compensation at a
68% margin, reflecting business and industry conditions and the
need to support talent investment.
GAAP non-compensation expenses were $84.1
million for the six months ended June 30, 2024, compared to $75.4
million for the prior year period. Adjusted non-compensation
expenses were $78.2 million for the six months ended June 30, 2024,
compared to $70.9 million for the same period a year ago. The
increase in non-compensation expenses was largely driven by an
increase in professional fees including legal, higher depreciation
expense tied to our New York and London office renovation and
relocation, and a bad debt write-off, partially offset by a decline
in general, administrative and other expenses and lower rent and
occupancy costs.
Provision for Income Taxes
Perella Weinberg Partners currently owns 61.5%
of the operating partnership (PWP OpCo) and is subject to U.S.
federal and state corporate income tax on its allocable share of
earnings. Income earned by the operating partnership is subject to
certain state, local, and foreign income taxes.
For purposes of calculating adjusted
if-converted net income, we have presented our results as if all
partnership units had been converted to shares of Class A common
stock, and as if all of our adjusted results for the period were
subject to U.S. corporate income tax. For the six months ended
June 30, 2024, the effective tax rate for adjusted
if-converted net income was 26%. This tax rate includes a $3.1
million benefit from the vesting of restricted stock units at a
share price higher than the grant price.
Balance Sheet and Capital
Management
As of June 30, 2024, PWP had $185.3 million
of cash with no outstanding indebtedness and an undrawn revolving
credit facility.
During the six months ended June 30, 2024,
PWP returned $161.5 million in aggregate to our equity holders
through (i) the settlement of 6,149,211 PWP OpCo units in
connection with the Vesting Acceleration at a price of $14.07 per
unit and the net settlement of 1,953,787 share equivalents at an
average price per share of $13.22, (ii) the settlement of exchanges
of 1,343,257 PWP OpCo units for cash at $15.17 per unit and the
repurchase of 1,000,000 shares pursuant to a contractual repurchase
right at $15.00 per share, (iii) the payment of $5.2 million in
distributions to limited partners, and (iv) the payment of
aggregate dividends of $8.6 million to Class A common stockholders.
Certain tax withholding amounts related to the above activity were
accrued and unpaid as of June 30, 2024 and are expected to be
paid within one year.
At June 30, 2024, there were 52.5 million
shares of Class A common stock and 33.3 million partnership
units outstanding.
The Board of Directors has declared a quarterly
dividend of $0.07 per share of Class A common stock. The dividend
will be paid on September 16, 2024 to Class A common
stockholders of record on September 5, 2024.
Conference Call and Webcast
Management will host a webcast and conference
call on Friday, August 2, 2024 at 9:00 am ET to discuss Perella
Weinberg’s financial results for the second quarter ended
June 30, 2024.
A webcast of the conference call will be made
available in the Investors section of Perella Weinberg’s website at
https://investors.pwpartners.com/.
The conference call can also be accessed by the
following dial-in information:
- Domestic: (800) 579-2543
- International: (785) 424-1789
- Conference ID: PWPQ224
Replay
A replay of the call will also be available two
hours after the live call through August 9, 2024. To access the
replay, dial (800) 695-2185 (Domestic) or (402) 530-9028
(International). The replay can also be accessed on the Investors
section of PWP’s website at https://investors.pwpartners.com/.
For those who listen to the rebroadcast of the
call, we remind you that the remarks made are as of August 2, 2024,
and have not been updated subsequent to the initial earnings
call.
About Perella Weinberg
Perella Weinberg is a leading global independent
advisory firm, providing strategic and financial advice to a broad
client base, including corporations, institutions, governments,
sovereign wealth funds and the financial sponsor community. The
Firm offers a wide range of advisory services to clients in some of
the most active industry sectors and global markets. With
approximately 700 employees, Perella Weinberg currently maintains
offices in New York, London, Houston, San Francisco, Paris, Los
Angeles, Chicago, Calgary, Denver, and Munich. The financial
information of PWP herein refers to the business operations of PWP
Holdings LP and Subsidiaries.
Contacts
For Perella Weinberg Investor Relations:
investors@pwpartners.comFor Perella Weinberg Media:
media@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.
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 (but are not limited to): global
economic, business and market conditions; the Company’s dependence
on and ability to retain employees; the Company’s ability to
successfully identify, recruit and develop talent; conditions
impacting the corporate advisory industry; the Firm’s dependence on
its fee-paying clients and fluctuating revenues from its
non-exclusive, engagement-by-engagement business model; the high
volatility of the Company’s revenues as a result of its reliance on
advisory fees that are largely contingent on the completion of
events which may be out of its control; the 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; the Company’s
successful formulation and execution of its business and growth
strategies; substantial litigation risks in the financial services
industry; cybersecurity and other operational risks; 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); and other risks and uncertainties described under “Part
I—Item 1A. Risk Factors” in our Annual Report on Form 10-K.
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 Company. There can be no assurance that future developments
affecting the Company will be those that the Company has
anticipated. These risks and uncertainties include, but are not
limited to, those factors described in the section entitled “Risk
Factors” in our Annual Report on Form 10-K filed with the SEC on
February 23, 2024 and the other documents filed by the Firm
from time to time with the SEC. 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.
Consolidated Statements of Operations
(Unaudited)(Dollars in Thousands, Except Per Share
Amounts) |
|
|
|
|
|
|
|
Three Months EndedJune 30, |
|
Six Months EndedJune 30, |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Revenues |
|
$ |
271,998 |
|
|
$ |
165,545 |
|
|
$ |
374,125 |
|
|
$ |
296,971 |
|
Expenses |
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
149,973 |
|
|
|
106,216 |
|
|
|
218,563 |
|
|
|
176,179 |
|
Equity-based compensation |
|
|
160,498 |
|
|
|
42,212 |
|
|
|
207,305 |
|
|
|
89,883 |
|
Total compensation and benefits |
|
|
310,471 |
|
|
|
148,428 |
|
|
|
425,868 |
|
|
|
266,062 |
|
Professional fees |
|
|
11,743 |
|
|
|
8,737 |
|
|
|
22,803 |
|
|
|
16,290 |
|
Technology and infrastructure |
|
|
9,125 |
|
|
|
9,293 |
|
|
|
17,897 |
|
|
|
17,805 |
|
Rent and occupancy |
|
|
5,860 |
|
|
|
6,678 |
|
|
|
12,137 |
|
|
|
14,092 |
|
Travel and related expenses |
|
|
4,700 |
|
|
|
4,726 |
|
|
|
9,285 |
|
|
|
9,500 |
|
General, administrative and other expenses |
|
|
7,223 |
|
|
|
5,796 |
|
|
|
11,742 |
|
|
|
11,190 |
|
Depreciation and amortization |
|
|
5,108 |
|
|
|
3,639 |
|
|
|
10,188 |
|
|
|
6,474 |
|
Total expenses |
|
|
354,230 |
|
|
|
187,297 |
|
|
|
509,920 |
|
|
|
341,413 |
|
Operating income
(loss) |
|
|
(82,232 |
) |
|
|
(21,752 |
) |
|
|
(135,795 |
) |
|
|
(44,442 |
) |
Non-operating income
(expenses) |
|
|
|
|
|
|
|
|
Related party income |
|
|
— |
|
|
|
276 |
|
|
|
— |
|
|
|
549 |
|
Other income (expense) |
|
|
745 |
|
|
|
(1,337 |
) |
|
|
3,402 |
|
|
|
(1,054 |
) |
Total non-operating income (expenses) |
|
|
745 |
|
|
|
(1,061 |
) |
|
|
3,402 |
|
|
|
(505 |
) |
Income (loss) before
income taxes |
|
|
(81,487 |
) |
|
|
(22,813 |
) |
|
|
(132,393 |
) |
|
|
(44,947 |
) |
Income tax expense (benefit) |
|
|
(642 |
) |
|
|
(4,543 |
) |
|
|
18,452 |
|
|
|
743 |
|
Net income (loss) |
|
|
(80,845 |
) |
|
|
(18,270 |
) |
|
|
(150,845 |
) |
|
|
(45,690 |
) |
Less: Net income
(loss) attributable to non-controlling interests |
|
|
(14,817 |
) |
|
|
(18,629 |
) |
|
|
(48,973 |
) |
|
|
(40,926 |
) |
Net income (loss)
attributable to Perella Weinberg Partners |
|
$ |
(66,028 |
) |
|
$ |
359 |
|
|
$ |
(101,872 |
) |
|
$ |
(4,764 |
) |
Net income (loss) per
share attributable to Class A common shareholders |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(1.21 |
) |
|
$ |
0.01 |
|
|
$ |
(1.96 |
) |
|
$ |
(0.11 |
) |
Diluted |
|
$ |
(1.21 |
) |
|
$ |
(0.19 |
) |
|
$ |
(1.96 |
) |
|
$ |
(0.56 |
) |
Weighted-average
shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
54,589,542 |
|
|
|
42,743,611 |
|
|
|
51,894,913 |
|
|
|
42,531,895 |
|
Diluted |
|
|
54,589,542 |
|
|
|
86,521,626 |
|
|
|
51,894,913 |
|
|
|
86,566,075 |
|
GAAP Reconciliation of Adjusted Results
(Unaudited)(Dollars in Thousands, Except Per Share
Amounts) |
|
|
|
Three Months EndedJune 30, |
|
Six Months EndedJune 30, |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Total compensation and benefits—GAAP |
|
$ |
310,471 |
|
|
$ |
148,428 |
|
|
$ |
425,868 |
|
|
$ |
266,062 |
|
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
|
(130,039 |
) |
|
|
(18,269 |
) |
|
|
(143,714 |
) |
|
|
(38,603 |
) |
Public company transaction
related incentives(2) |
|
|
(12,107 |
) |
|
|
(11,491 |
) |
|
|
(24,457 |
) |
|
|
(23,383 |
) |
Business realignment costs(3) |
|
|
— |
|
|
|
(5,105 |
) |
|
|
(3,249 |
) |
|
|
(5,105 |
) |
Adjusted total compensation and benefits |
|
$ |
168,325 |
|
|
$ |
113,563 |
|
|
$ |
254,448 |
|
|
$ |
198,971 |
|
|
|
|
|
|
|
|
|
|
Non-compensation
expense—GAAP |
|
$ |
43,759 |
|
|
$ |
38,869 |
|
|
$ |
84,052 |
|
|
$ |
75,351 |
|
TPH business combination
related expenses(4) |
|
|
(1,645 |
) |
|
|
(1,645 |
) |
|
|
(3,290 |
) |
|
|
(3,290 |
) |
Business Combination
transaction expenses(5) |
|
|
(948 |
) |
|
|
(840 |
) |
|
|
(2,570 |
) |
|
|
(1,165 |
) |
Adjusted non-compensation expense(6) |
|
$ |
41,166 |
|
|
$ |
36,384 |
|
|
$ |
78,192 |
|
|
$ |
70,896 |
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)—GAAP |
|
$ |
(82,232 |
) |
|
$ |
(21,752 |
) |
|
$ |
(135,795 |
) |
|
$ |
(44,442 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
|
130,039 |
|
|
|
18,269 |
|
|
|
143,714 |
|
|
|
38,603 |
|
Public company transaction
related incentives(2) |
|
|
12,107 |
|
|
|
11,491 |
|
|
|
24,457 |
|
|
|
23,383 |
|
Business realignment
costs(3) |
|
|
— |
|
|
|
5,105 |
|
|
|
3,249 |
|
|
|
5,105 |
|
TPH business combination
related expenses(4) |
|
|
1,645 |
|
|
|
1,645 |
|
|
|
3,290 |
|
|
|
3,290 |
|
Business Combination
transaction expenses(5) |
|
|
948 |
|
|
|
840 |
|
|
|
2,570 |
|
|
|
1,165 |
|
Adjusted operating income |
|
$ |
62,507 |
|
|
$ |
15,598 |
|
|
$ |
41,485 |
|
|
$ |
27,104 |
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes—GAAP |
|
$ |
(81,487 |
) |
|
$ |
(22,813 |
) |
|
$ |
(132,393 |
) |
|
$ |
(44,947 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
|
130,039 |
|
|
|
18,269 |
|
|
|
143,714 |
|
|
|
38,603 |
|
Public company transaction
related incentives(2) |
|
|
12,107 |
|
|
|
11,491 |
|
|
|
24,457 |
|
|
|
23,383 |
|
Business realignment
costs(3) |
|
|
— |
|
|
|
5,105 |
|
|
|
3,249 |
|
|
|
5,105 |
|
TPH business combination
related expenses(4) |
|
|
1,645 |
|
|
|
1,645 |
|
|
|
3,290 |
|
|
|
3,290 |
|
Business Combination
transaction expenses(5) |
|
|
948 |
|
|
|
840 |
|
|
|
2,570 |
|
|
|
1,165 |
|
Adjustments to non-operating income (expenses)(7) |
|
|
151 |
|
|
|
1,401 |
|
|
|
188 |
|
|
|
1,438 |
|
Adjusted income before income taxes |
|
$ |
63,403 |
|
|
$ |
15,938 |
|
|
$ |
45,075 |
|
|
$ |
28,037 |
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)—GAAP |
|
$ |
(642 |
) |
|
$ |
(4,543 |
) |
|
$ |
18,452 |
|
|
$ |
743 |
|
Tax
impact of non-GAAP adjustments(8) |
|
|
13,799 |
|
|
|
4,962 |
|
|
|
(10,528 |
) |
|
|
1,884 |
|
Adjusted income tax expense |
|
$ |
13,157 |
|
|
$ |
419 |
|
|
$ |
7,924 |
|
|
$ |
2,627 |
|
|
|
|
|
|
|
|
|
|
Net income
(loss)—GAAP |
|
$ |
(80,845 |
) |
|
$ |
(18,270 |
) |
|
$ |
(150,845 |
) |
|
$ |
(45,690 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
|
130,039 |
|
|
|
18,269 |
|
|
|
143,714 |
|
|
|
38,603 |
|
Public company transaction
related incentives(2) |
|
|
12,107 |
|
|
|
11,491 |
|
|
|
24,457 |
|
|
|
23,383 |
|
Business realignment
costs(3) |
|
|
— |
|
|
|
5,105 |
|
|
|
3,249 |
|
|
|
5,105 |
|
TPH business combination
related expenses(4) |
|
|
1,645 |
|
|
|
1,645 |
|
|
|
3,290 |
|
|
|
3,290 |
|
Business Combination
transaction expenses(5) |
|
|
948 |
|
|
|
840 |
|
|
|
2,570 |
|
|
|
1,165 |
|
Adjustments to non-operating
income (expenses)(7) |
|
|
151 |
|
|
|
1,401 |
|
|
|
188 |
|
|
|
1,438 |
|
Tax
impact of non-GAAP adjustments(8) |
|
|
(13,799 |
) |
|
|
(4,962 |
) |
|
|
10,528 |
|
|
|
(1,884 |
) |
Adjusted net income |
|
$ |
50,246 |
|
|
$ |
15,519 |
|
|
$ |
37,151 |
|
|
$ |
25,410 |
|
Less: Adjusted income tax
expense |
|
|
(13,157 |
) |
|
|
(419 |
) |
|
|
(7,924 |
) |
|
|
(2,627 |
) |
Add: If-converted income tax
expense(9) |
|
|
20,499 |
|
|
|
2,483 |
|
|
|
11,620 |
|
|
|
6,268 |
|
Adjusted if-converted net income |
|
$ |
42,904 |
|
|
$ |
13,455 |
|
|
$ |
33,455 |
|
|
$ |
21,769 |
|
|
|
|
|
|
|
|
|
|
Weighted-average diluted
shares of Class A common stock outstanding |
|
|
54,589,542 |
|
|
|
86,521,626 |
|
|
|
51,894,913 |
|
|
|
86,566,075 |
|
Weighted average number of
incremental shares from assumed vesting of RSUs and PSUs(10) |
|
|
9,133,806 |
|
|
|
275,508 |
|
|
|
7,205,942 |
|
|
|
1,001,289 |
|
Weighted average number of incremental shares from if-converted PWP
OpCo units(11) |
|
|
36,332,846 |
|
|
|
— |
|
|
|
38,825,961 |
|
|
|
— |
|
Weighted-average adjusted diluted shares of Class A common stock
outstanding |
|
|
100,056,194 |
|
|
|
86,797,134 |
|
|
|
97,926,816 |
|
|
|
87,567,364 |
|
|
|
|
|
|
|
|
|
|
Adjusted net income per Class
A share—diluted, if-converted |
|
$ |
0.43 |
|
|
$ |
0.16 |
|
|
$ |
0.34 |
|
|
$ |
0.25 |
|
GAAP Reconciliation of Adjusted Results
(Unaudited)(Dollars in Thousands, Except Per Share
Amounts) |
|
|
|
Three Months EndedJune 30, |
|
Six Months EndedJune 30, |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Key metrics: (12) |
|
|
|
|
|
|
|
|
GAAP operating income (loss)
margin |
|
(30.2 |
)% |
|
(13.1 |
)% |
|
(36.3 |
)% |
|
(15.0 |
)% |
Adjusted operating income
margin |
|
23.0 |
% |
|
9.4 |
% |
|
11.1 |
% |
|
9.1 |
% |
GAAP compensation ratio |
|
114 |
% |
|
90 |
% |
|
114 |
% |
|
90 |
% |
Adjusted compensation
ratio |
|
62 |
% |
|
69 |
% |
|
68 |
% |
|
67 |
% |
GAAP effective tax rate |
|
1 |
% |
|
20 |
% |
|
(14 |
)% |
|
(2 |
)% |
Adjusted if-converted
effective tax rate |
|
32 |
% |
|
16 |
% |
|
26 |
% |
|
22 |
% |
Notes to GAAP Reconciliation of Adjusted
Results:
(1) Equity-based compensation not dilutive
to investors in PWP or PWP OpCo includes the amortization of legacy
awards granted to certain partners prior to the business
combination that closed on June 24, 2021 (the “Business
Combination”) and the amortization of awards granted by
Professional Partners (the “Professional Partners Awards”), which
were subject to the Vesting Acceleration in the second quarter of
2024. The vesting of these awards does not economically dilute PWP
shareholders’ interests relative to the interests of other
investors in PWP OpCo. The legacy awards were fully amortized as of
September 30, 2023.
(2) Public company transaction related
incentives includes equity-based compensation for
transaction-related restricted stock units (“RSUs”) and performance
restricted stock units (“PSUs”) which are directly related to
milestone events that were part of the Business Combination process
and reorganization. These payments were outside of PWP’s normal and
recurring bonus and compensation processes.
(3) During the second quarter of 2023, we
began a review of the business, which resulted in headcount
reductions in order to improve compensation alignment and to
provide greater flexibility to advance strategic opportunities.
Costs were incurred through the first quarter of 2024 and included
separation and transition benefits and the accelerated amortization
(net of forfeitures) of certain equity-based awards, including
certain Professional Partners Awards and transaction-related RSUs
and PSUs, which would have been adjusted through adjustments (1)
and (2) above notwithstanding the business realignment.
(4) 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.
The adjustment reflects the amortization of intangible assets
associated with the acquisition, and such assets will be fully
amortized by November 30, 2026.
(5) Transaction costs that were expensed
associated with the Business Combination, including (i)
equity-based vesting for transaction-related RSUs issued to
non-employees and (ii) costs incurred related to the partnership
restructuring that was contemplated during the implementation of
the up-C structure at the time of the Business Combination.
(6) See reconciliation below for the
components of the consolidated statements of operations included in
non-compensation expense—GAAP as well as Adjusted non-compensation
expense.
(7) Includes (i) the amortization of debt
discounts and issuance costs for all periods presented, (ii)
minimal charges related to the Vesting Acceleration for the three
and six months ended June 2024, and (iii) a non-operating loss on
investment for the three and six months ended June 2023.
(8) The adjusted income tax expense
represents the Company’s calculated tax expense on adjusted
non-GAAP results. 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.
(9) The if-converted income tax expense
represents the Company's calculated tax expense on adjusted
non-GAAP results assuming the exchange of all partnership units for
PWP Class A common stock, resulting in all of the Company’s results
for the period being subject to corporate-level tax.
(10) Represents the dilutive impact under
the treasury stock method of unvested RSUs and PSUs.
(11) Represents the dilutive impact
assuming the vesting and conversion of all PWP OpCo units to shares
of Class A common stock.
(12) Reconciliations of key metrics from
GAAP to Adjusted results are a derivative of the reconciliation of
their components.
GAAP Reconciliation of Adjusted Results
(Unaudited)(Dollars in Thousands) |
|
|
|
Three Months Ended June 30, 2024 |
|
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
11,743 |
|
$ |
(948 |
) |
(1) |
|
$ |
10,795 |
Technology and
infrastructure |
|
|
9,125 |
|
|
— |
|
|
|
9,125 |
Rent and occupancy |
|
|
5,860 |
|
|
— |
|
|
|
5,860 |
Travel and related
expenses |
|
|
4,700 |
|
|
— |
|
|
|
4,700 |
General, administrative and
other expenses |
|
|
7,223 |
|
|
— |
|
|
|
7,223 |
Depreciation and amortization |
|
|
5,108 |
|
|
(1,645 |
) |
(2) |
|
|
3,463 |
Non-compensation expense |
|
$ |
43,759 |
|
$ |
(2,593 |
) |
|
$ |
41,166 |
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2023 |
|
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
8,737 |
|
$ |
(840 |
) |
(1) |
|
$ |
7,897 |
Technology and
infrastructure |
|
|
9,293 |
|
|
— |
|
|
|
9,293 |
Rent and occupancy |
|
|
6,678 |
|
|
— |
|
|
|
6,678 |
Travel and related
expenses |
|
|
4,726 |
|
|
— |
|
|
|
4,726 |
General, administrative and
other expenses |
|
|
5,796 |
|
|
— |
|
|
|
5,796 |
Depreciation and amortization |
|
|
3,639 |
|
|
(1,645 |
) |
(2) |
|
|
1,994 |
Non-compensation expense |
|
$ |
38,869 |
|
$ |
(2,485 |
) |
|
$ |
36,384 |
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2024 |
|
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
22,803 |
|
$ |
(2,570 |
) |
(1) |
|
$ |
20,233 |
Technology and
infrastructure |
|
|
17,897 |
|
|
— |
|
|
|
17,897 |
Rent and occupancy |
|
|
12,137 |
|
|
— |
|
|
|
12,137 |
Travel and related
expenses |
|
|
9,285 |
|
|
— |
|
|
|
9,285 |
General, administrative and
other expenses |
|
|
11,742 |
|
|
— |
|
|
|
11,742 |
Depreciation and amortization |
|
|
10,188 |
|
|
(3,290 |
) |
(2) |
|
|
6,898 |
Non-compensation expense |
|
$ |
84,052 |
|
$ |
(5,860 |
) |
|
$ |
78,192 |
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2023 |
|
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
|
$ |
16,290 |
|
$ |
(1,165 |
) |
(1) |
|
$ |
15,125 |
Technology and
infrastructure |
|
|
17,805 |
|
|
— |
|
|
|
17,805 |
Rent and occupancy |
|
|
14,092 |
|
|
— |
|
|
|
14,092 |
Travel and related
expenses |
|
|
9,500 |
|
|
— |
|
|
|
9,500 |
General, administrative and
other expenses |
|
|
11,190 |
|
|
— |
|
|
|
11,190 |
Depreciation and amortization |
|
|
6,474 |
|
|
(3,290 |
) |
(2) |
|
|
3,184 |
Non-compensation expense |
|
$ |
75,351 |
|
$ |
(4,455 |
) |
|
$ |
70,896 |
(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.
* 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.
GAAP diluted net income (loss) per share attributable to Class A
common shareholders and Adjusted net income (loss) per Class A
share—diluted, if—converted will be referred to as “GAAP Diluted
EPS” and “Adjusted EPS,” respectively.
Perella Weinberg Partners (NASDAQ:PWP)
過去 株価チャート
から 8 2024 まで 9 2024
Perella Weinberg Partners (NASDAQ:PWP)
過去 株価チャート
から 9 2023 まで 9 2024