Perella Weinberg Partners (the “Firm” or “PWP”) (NASDAQ:PWP) today
reported financial results for the full year and fourth quarter
ended December 31, 2023.
Revenues
For the twelve months ended December 31, 2023,
revenues were $648.7 million, an increase of 3% from $631.5 million
for the same period a year ago. Revenues attributed to mergers and
acquisition activity were up period-over-period, while financing
and capital solutions revenues were lower due to a few large
financing fees in the prior year period, which offset positive
current year performance in the restructuring business.
For the fourth quarter of 2023, revenues were
$212.7 million, an increase of 16% from $183.1 million for the
fourth quarter of 2022. Financing and capital solutions revenues
were up, driven by a few large restructuring fees, with revenues
attributed to mergers and acquisition activity also up
period-over-period.
Expenses
|
Twelve Months Ended December 31, |
|
|
2023 |
|
|
|
2022 |
|
|
GAAP |
|
Adjusted |
|
GAAP |
|
Adjusted |
Operating
expenses |
(Dollars in Millions) |
Total compensation and benefits |
$ |
608.9 |
|
|
$ |
454.6 |
|
|
$ |
545.5 |
|
|
$ |
421.1 |
|
% of Revenues |
|
94 |
% |
|
|
70 |
% |
|
|
86 |
% |
|
|
67 |
% |
Non-compensation expenses |
$ |
154.8 |
|
|
$ |
144.0 |
|
|
$ |
133.7 |
|
|
$ |
123.1 |
|
% of Revenues |
|
24 |
% |
|
|
22 |
% |
|
|
21 |
% |
|
|
19 |
% |
Twelve Months Ended
GAAP total compensation and benefits were $608.9
million for the twelve months ended December 31, 2023, compared to
$545.5 million for the prior year period. Adjusted total
compensation and benefits were $454.6 million for the twelve months
ended December 31, 2023 as compared to $421.1 million for the same
period a year ago. The increase in both GAAP total compensation and
benefits and adjusted total compensation and benefits was the
result of a higher compensation margin on a higher revenue base. On
a GAAP basis, total compensation and benefits included the impact
of business realignment costs associated with headcount reductions
undertaken in 2023 to improve compensation alignment and to provide
for greater flexibility to advance strategic opportunities.
GAAP non-compensation expenses were $154.8
million for the twelve months ended December 31, 2023, compared
with $133.7 million for the prior year period. Adjusted
non-compensation expenses were $144.0 million for the twelve months
ended December 31, 2023, compared with $123.1 million for the same
period a year ago. The increase in both GAAP non-compensation
expenses and adjusted non-compensation expenses was largely driven
by an increase in legal spend, travel and related expenses,
technology investments, and higher rent and occupancy costs
associated with overlapping rent periods and a related step-up in
depreciation expense tied to our New York and London office
renovation and relocation, partially offset by a reduction in
non-legal professional fees, as well as lower D&O insurance
costs versus the prior year period. GAAP non-compensation expenses
also included certain expenses related to a settlement we reached
with the staff of the U.S. Securities and Exchange Commission (the
“SEC”) in connection with self-reporting relating to recordkeeping
of business communications on “off-channel” messaging applications
(the “Settlement”).
|
Three Months Ended December 31, |
|
|
2023 |
|
|
|
2022 |
|
|
GAAP |
|
Adjusted |
|
GAAP |
|
Adjusted |
Operating
expenses |
(Dollars in Millions) |
Total compensation and benefits |
$ |
215.1 |
|
|
$ |
162.7 |
|
|
$ |
167.1 |
|
|
$ |
134.1 |
|
% of Revenues |
|
101 |
% |
|
|
76 |
% |
|
|
91 |
% |
|
|
73 |
% |
Non-compensation expenses |
$ |
41.5 |
|
|
$ |
38.9 |
|
|
$ |
35.6 |
|
|
$ |
32.1 |
|
% of Revenues |
|
20 |
% |
|
|
18 |
% |
|
|
19 |
% |
|
|
18 |
% |
Three Months Ended
GAAP total compensation and benefits were $215.1
million for the fourth quarter of 2023, compared to $167.1 million
for the fourth quarter of 2022. Adjusted total compensation and
benefits were $162.7 million for the fourth quarter of 2023 as
compared to $134.1 million for the same period a year ago. The
increase in both GAAP total compensation and benefits and adjusted
total compensation and benefits was the result of a higher
compensation margin on a higher revenue base. On a GAAP basis,
total compensation and benefits included the impact of
aforementioned business realignment costs.
GAAP non-compensation expenses were $41.5
million for the fourth quarter of 2023, compared with $35.6 million
for the fourth quarter of 2022. Adjusted non-compensation expenses
were $38.9 million for the fourth quarter of 2023, compared with
$32.1 million for the same period a year ago. The increase in both
GAAP non-compensation expenses and adjusted non-compensation
expenses was largely driven by higher legal spend, a step-up in
depreciation expense tied to our New York and London office
renovation and relocation, an increase in travel and related
expenses, and technology investments, partially offset by lower
rent and occupancy costs due to the roll off of overlapping rent
periods versus the prior year period.
Provision for Income Taxes
Perella Weinberg Partners currently owns 51.79%
of the operating partnership (PWP Holdings LP) 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 income for the period was
subject to U.S. corporate income tax. For the twelve months ended
December 31, 2023, the effective tax rate for adjusted
if-converted net income was 27%. This tax rate includes a one-time
tax benefit recognized in the second quarter of 2023 due to the
release of a tax reserve at one of our foreign subsidiaries.
Balance Sheet and Capital
Management
As of December 31, 2023, PWP had $338.3
million of cash and short-term investments in U.S. Treasury
securities. The Firm has no outstanding indebtedness and has an
undrawn revolving credit facility.
During the twelve months ended December 31,
2023, PWP returned $64.6 million in aggregate to our equity holders
through (i) the repurchase of 2,376,683 shares at an average price
per share of $9.46 in open market transactions pursuant to PWP’s
Class A common stock repurchase program, (ii) the net settlement of
1,636,948 share equivalents to satisfy statutory tax withholding
obligations at an average price per share of $10.23 and (iii) the
payment of $25.4 million in pro rata distributions to limited
partners which allowed PWP to pay its dividends of $13.1 million on
Class A common stock.
During the twelve months ended December 31,
2023, PWP made $9.1 million of cash payments related to the
business realignment. Current expectations include future cash
payments of approximately $15 million related to the business
realignment, substantially all of which are expected to be paid
during the first half of 2024.
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 March 11, 2024 to Class A common stockholders of
record on February 28, 2024.
Conference Call and Webcast
Management will host a webcast and conference
call on Thursday, February 8, 2024 at 9:00 am ET to discuss PWP’s
financial results for the full year and fourth quarter ended
December 31, 2023.
The conference call will be made available in
the Investors section of PWP’s website at
https://investors.pwpartners.com/.
The conference call can also be accessed by the
following dial-in information:
- Domestic: (800) 343-4136
- International: (203) 518-9848
- Conference ID: PWPQ423
Replay
A replay of the call will also be available two
hours after the live call through February 15, 2024. To access the
replay, dial (800) 723-0498 (Domestic) or (402) 220-2652
(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 February 8,
2024, and have not been updated subsequent to the initial earnings
call.
About PWP
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 the
most active industry sectors and global markets. With approximately
700 employees, PWP 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 28, 2023 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 EndedDecember
31, |
|
Twelve Months EndedDecember
31, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Revenues |
$ |
212,678 |
|
|
$ |
183,148 |
|
|
$ |
648,652 |
|
|
$ |
631,507 |
|
Expenses |
|
|
|
|
|
|
|
Compensation and benefits |
|
165,521 |
|
|
|
127,241 |
|
|
|
426,572 |
|
|
|
391,333 |
|
Equity-based compensation |
|
49,600 |
|
|
|
39,842 |
|
|
|
182,375 |
|
|
|
154,158 |
|
Total compensation and benefits |
|
215,121 |
|
|
|
167,083 |
|
|
|
608,947 |
|
|
|
545,491 |
|
Professional fees |
|
13,094 |
|
|
|
8,922 |
|
|
|
39,640 |
|
|
|
34,824 |
|
Technology and infrastructure |
|
8,612 |
|
|
|
7,670 |
|
|
|
34,462 |
|
|
|
30,084 |
|
Rent and occupancy |
|
6,033 |
|
|
|
7,387 |
|
|
|
26,891 |
|
|
|
24,898 |
|
Travel and related expenses |
|
5,396 |
|
|
|
4,187 |
|
|
|
19,030 |
|
|
|
13,034 |
|
General, administrative and other expenses |
|
3,877 |
|
|
|
4,801 |
|
|
|
20,103 |
|
|
|
20,215 |
|
Depreciation and amortization |
|
4,511 |
|
|
|
2,641 |
|
|
|
14,679 |
|
|
|
10,694 |
|
Total expenses |
|
256,644 |
|
|
|
202,691 |
|
|
|
763,752 |
|
|
|
679,240 |
|
Operating income
(loss) |
|
(43,966 |
) |
|
|
(19,543 |
) |
|
|
(115,100 |
) |
|
|
(47,733 |
) |
Non-operating income
(expenses) |
|
|
|
|
|
|
|
Related party income |
|
162 |
|
|
|
557 |
|
|
|
932 |
|
|
|
2,805 |
|
Other income (expense) |
|
(140 |
) |
|
|
(4,000 |
) |
|
|
1,348 |
|
|
|
7,702 |
|
Change in fair value of warrant liabilities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,806 |
|
Total non-operating income (expenses) |
|
22 |
|
|
|
(3,443 |
) |
|
|
2,280 |
|
|
|
26,313 |
|
Income (loss) before
income taxes |
|
(43,944 |
) |
|
|
(22,986 |
) |
|
|
(112,820 |
) |
|
|
(21,420 |
) |
Income tax expense (benefit) |
|
(1,532 |
) |
|
|
(380 |
) |
|
|
(980 |
) |
|
|
10,327 |
|
Net income (loss) |
|
(42,412 |
) |
|
|
(22,606 |
) |
|
|
(111,840 |
) |
|
|
(31,747 |
) |
Less: Net income
(loss) attributable to non-controlling interests |
|
(32,002 |
) |
|
|
(21,185 |
) |
|
|
(94,617 |
) |
|
|
(49,625 |
) |
Net income (loss)
attributable to Perella Weinberg Partners |
$ |
(10,410 |
) |
|
$ |
(1,421 |
) |
|
$ |
(17,223 |
) |
|
$ |
17,878 |
|
Net income (loss) per
share attributable to Class A common shareholders |
|
|
|
|
|
|
|
Basic |
$ |
(0.23 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.40 |
) |
|
$ |
0.41 |
|
Diluted |
$ |
(0.49 |
) |
|
$ |
(0.28 |
) |
|
$ |
(1.33 |
) |
|
$ |
(0.46 |
) |
Weighted-average
shares of Class A common stock outstanding |
|
|
|
|
|
|
|
Basic |
|
44,884,305 |
|
|
|
42,638,357 |
|
|
|
43,273,939 |
|
|
|
43,837,640 |
|
Diluted |
|
87,329,418 |
|
|
|
87,442,255 |
|
|
|
86,779,052 |
|
|
|
89,755,632 |
|
GAAP Reconciliation of Adjusted Results
(Unaudited)(Dollars in Thousands, Except Per Share
Amounts) |
|
|
Three Months EndedDecember
31, |
|
Twelve Months EndedDecember
31, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Total compensation and benefits—GAAP |
$ |
215,121 |
|
|
$ |
167,083 |
|
|
$ |
608,947 |
|
|
$ |
545,491 |
|
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
(13,999 |
) |
|
|
(18,633 |
) |
|
|
(68,647 |
) |
|
|
(74,616 |
) |
Public company transaction
related incentives(2) |
|
(12,702 |
) |
|
|
(14,317 |
) |
|
|
(48,435 |
) |
|
|
(49,737 |
) |
Business realignment costs(3) |
|
(25,768 |
) |
|
|
— |
|
|
|
(37,265 |
) |
|
|
— |
|
Adjusted total compensation and benefits |
$ |
162,652 |
|
|
$ |
134,133 |
|
|
$ |
454,600 |
|
|
$ |
421,138 |
|
|
|
|
|
|
|
|
|
Non-compensation
expense—GAAP |
$ |
41,523 |
|
|
$ |
35,608 |
|
|
$ |
154,805 |
|
|
$ |
133,749 |
|
TPH business combination
related expenses(4) |
|
(1,645 |
) |
|
|
(1,645 |
) |
|
|
(6,580 |
) |
|
|
(6,580 |
) |
Business Combination
transaction expenses(5) |
|
(1,017 |
) |
|
|
(1,832 |
) |
|
|
(3,392 |
) |
|
|
(2,752 |
) |
Warrant Exchange transaction
expenses(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,301 |
) |
Settlement related expenses(7) |
|
— |
|
|
|
— |
|
|
|
(809 |
) |
|
|
— |
|
Adjusted non-compensation expense(8) |
$ |
38,861 |
|
|
$ |
32,131 |
|
|
$ |
144,024 |
|
|
$ |
123,116 |
|
|
|
|
|
|
|
|
|
Operating income
(loss)—GAAP |
$ |
(43,966 |
) |
|
$ |
(19,543 |
) |
|
$ |
(115,100 |
) |
|
$ |
(47,733 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
13,999 |
|
|
|
18,633 |
|
|
|
68,647 |
|
|
|
74,616 |
|
Public company transaction
related incentives(2) |
|
12,702 |
|
|
|
14,317 |
|
|
|
48,435 |
|
|
|
49,737 |
|
Business realignment
costs(3) |
|
25,768 |
|
|
|
— |
|
|
|
37,265 |
|
|
|
— |
|
TPH business combination
related expenses(4) |
|
1,645 |
|
|
|
1,645 |
|
|
|
6,580 |
|
|
|
6,580 |
|
Business Combination
transaction expenses(5) |
|
1,017 |
|
|
|
1,832 |
|
|
|
3,392 |
|
|
|
2,752 |
|
Warrant Exchange transaction
expenses(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,301 |
|
Settlement related expenses(7) |
|
— |
|
|
|
— |
|
|
|
809 |
|
|
|
— |
|
Adjusted operating income (loss) |
$ |
11,165 |
|
|
$ |
16,884 |
|
|
$ |
50,028 |
|
|
$ |
87,253 |
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes—GAAP |
$ |
(43,944 |
) |
|
$ |
(22,986 |
) |
|
$ |
(112,820 |
) |
|
$ |
(21,420 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
13,999 |
|
|
|
18,633 |
|
|
|
68,647 |
|
|
|
74,616 |
|
Public company transaction
related incentives(2) |
|
12,702 |
|
|
|
14,317 |
|
|
|
48,435 |
|
|
|
49,737 |
|
Business realignment
costs(3) |
|
25,768 |
|
|
|
— |
|
|
|
37,265 |
|
|
|
— |
|
TPH business combination
related expenses(4) |
|
1,645 |
|
|
|
1,645 |
|
|
|
6,580 |
|
|
|
6,580 |
|
Business Combination
transaction expenses(5) |
|
1,017 |
|
|
|
1,832 |
|
|
|
3,392 |
|
|
|
2,752 |
|
Warrant Exchange transaction
expenses(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,301 |
|
Settlement related
expenses(7) |
|
— |
|
|
|
— |
|
|
|
809 |
|
|
|
— |
|
Adjustments to non-operating
income (expenses)(9) |
|
38 |
|
|
|
38 |
|
|
|
2,763 |
|
|
|
(15,657 |
) |
Adjusted income (loss) before income taxes |
$ |
11,225 |
|
|
$ |
13,479 |
|
|
$ |
55,071 |
|
|
$ |
97,909 |
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)—GAAP |
$ |
(1,532 |
) |
|
$ |
(380 |
) |
|
$ |
(980 |
) |
|
$ |
10,327 |
|
Tax
impact of non-GAAP adjustments(10) |
|
3,329 |
|
|
|
1,813 |
|
|
|
8,594 |
|
|
|
5,959 |
|
Adjusted income tax expense (benefit) |
$ |
1,797 |
|
|
$ |
1,433 |
|
|
$ |
7,614 |
|
|
$ |
16,286 |
|
|
|
|
|
|
|
|
|
Net income
(loss)—GAAP |
$ |
(42,412 |
) |
|
$ |
(22,606 |
) |
|
$ |
(111,840 |
) |
|
$ |
(31,747 |
) |
Equity-based compensation not
dilutive to investors in PWP or PWP OpCo(1) |
|
13,999 |
|
|
|
18,633 |
|
|
|
68,647 |
|
|
|
74,616 |
|
Public company transaction
related incentives(2) |
|
12,702 |
|
|
|
14,317 |
|
|
|
48,435 |
|
|
|
49,737 |
|
Business realignment
costs(3) |
|
25,768 |
|
|
|
— |
|
|
|
37,265 |
|
|
|
— |
|
TPH business combination
related expenses(4) |
|
1,645 |
|
|
|
1,645 |
|
|
|
6,580 |
|
|
|
6,580 |
|
Business Combination
transaction expenses(5) |
|
1,017 |
|
|
|
1,832 |
|
|
|
3,392 |
|
|
|
2,752 |
|
Warrant Exchange transaction
expenses(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,301 |
|
Settlement related
expenses(7) |
|
— |
|
|
|
— |
|
|
|
809 |
|
|
|
— |
|
Adjustments to non-operating
income (expenses)(9) |
|
38 |
|
|
|
38 |
|
|
|
2,763 |
|
|
|
(15,657 |
) |
Tax
impact of non-GAAP adjustments(10) |
|
(3,329 |
) |
|
|
(1,813 |
) |
|
|
(8,594 |
) |
|
|
(5,959 |
) |
Adjusted net income (loss) |
$ |
9,428 |
|
|
$ |
12,046 |
|
|
$ |
47,457 |
|
|
$ |
81,623 |
|
GAAP Reconciliation of Adjusted Results
(Unaudited)(Dollars in Thousands, Except Per Share
Amounts) |
|
|
Three Months EndedDecember
31, |
|
Twelve Months EndedDecember
31, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Adjusted net income (loss) |
$ |
9,428 |
|
|
$ |
12,046 |
|
|
$ |
47,457 |
|
|
$ |
81,623 |
|
Less: Adjusted income tax
expense (benefit) |
|
(1,797 |
) |
|
|
(1,433 |
) |
|
|
(7,614 |
) |
|
|
(16,286 |
) |
Add:
If-converted tax impact(11) |
|
3,543 |
|
|
|
3,504 |
|
|
|
14,994 |
|
|
|
27,656 |
|
Adjusted if-converted net income (loss) |
$ |
7,682 |
|
|
$ |
9,975 |
|
|
$ |
40,077 |
|
|
$ |
70,253 |
|
|
|
|
|
|
|
|
|
Weighted-average diluted
shares of Class A common stock outstanding |
|
87,329,418 |
|
|
|
87,442,255 |
|
|
|
86,779,052 |
|
|
|
89,755,632 |
|
Weighted average number of incremental shares from assumed vesting
of RSUs and PSUs(12) |
|
4,059,875 |
|
|
|
1,011,068 |
|
|
|
2,186,189 |
|
|
|
369,413 |
|
Weighted-average adjusted diluted shares of Class A common stock
outstanding |
|
91,389,293 |
|
|
|
88,453,323 |
|
|
|
88,965,241 |
|
|
|
90,125,045 |
|
|
|
|
|
|
|
|
|
Adjusted net income (loss) per
Class A share—diluted, if-converted |
$ |
0.08 |
|
|
$ |
0.11 |
|
|
$ |
0.45 |
|
|
$ |
0.78 |
|
|
|
|
|
|
|
|
|
Key metrics:
(13) |
|
|
|
|
|
|
|
GAAP operating income (loss)
margin |
(20.7)% |
|
(10.7)% |
|
(17.7)% |
|
(7.6)% |
Adjusted operating income
(loss) margin |
|
5.2 |
% |
|
|
9.2 |
% |
|
|
7.7 |
% |
|
|
13.8 |
% |
GAAP compensation ratio |
|
101 |
% |
|
|
91 |
% |
|
|
94 |
% |
|
|
86 |
% |
Adjusted compensation
ratio |
|
76 |
% |
|
|
73 |
% |
|
|
70 |
% |
|
|
67 |
% |
GAAP effective tax rate |
|
3 |
% |
|
|
2 |
% |
|
|
1 |
% |
|
(48)% |
Adjusted if-converted
effective tax rate |
|
32 |
% |
|
|
26 |
% |
|
|
27 |
% |
|
|
28 |
% |
Notes to GAAP Reconciliation of Adjusted
Results:
(1) Equity-based compensation not dilutive to
investors in PWP or PWP Holdings LP (“PWP OpCo”) includes
amortization of legacy awards granted to certain partners prior to
the business combination that closed on June 24, 2021 (the
“Business Combination”) and amortization of PWP Professional
Partners LP (together with its successors and assigns, as
applicable, “Professional Partners”) alignment capital units and
value capital units 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. 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”) 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 include
separation and transition benefits and the accelerated amortization
(net of forfeitures) of certain equity-based awards. For the three
and twelve months ended December 31, 2023, such amortization
includes $7.7 million and $9.6 million, respectively, for
certain Professional Partners Awards, and $0.9 million and
$1.7 million, respectively, for certain transaction-related
RSUs, which are excluded from Equity-based compensation not
dilutive to investors in PWP or PWP OpCo and Public company
transaction related incentives, respectively. Currently, we are
estimating $40 million of total business realignment costs,
including cash benefits and non-cash accelerated amortization of
equity-based awards, with approximately $3 million remaining
and expected to be incurred during the first quarter of 2024.
(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 a potential future
partnership restructuring that was contemplated during the
implementation of the up-C structure at the time of the Business
Combination.
(6) Transaction costs that were expensed
associated with the exchange offer and solicitation relating to the
Company’s then-outstanding warrants, which the Company commenced on
July 22, 2022 (the “Warrant Exchange”).
(7) Certain expenses incurred related to the
Settlement.
(8) 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.
(9) For the twelve months ended
December 31, 2022, this adjustment includes a gain of $15.8
million on the change in fair value of warrant liabilities, which
is non-cash and we believe not indicative of our core performance.
For the twelve months ended December 31, 2023, this adjustment
includes a $1.25 million charge related to the Settlement and a
non-operating loss on investment of $1.4 million. A minimal
adjustment for the amortization of debt discounts and issuance
costs is also included for all periods.
(10) The non-GAAP tax expense represents the
Company’s calculated tax expense on adjusted non-GAAP income. It
excludes the impact on income taxes of certain transaction-related
items and other items not reflected in our adjusted non-GAAP
results. It does not represent the cash that the Company expects to
pay for taxes in the current periods.
(11) The if-converted tax expense represents the
Company's calculated tax expense on adjusted non-GAAP income
assuming the exchange of all partnership units for PWP Class A
common stock, resulting in all of the Company’s income being
subject to corporate-level tax.
(12) Assumed vesting of RSUs and performance
restricted stock units (“PSUs”) as calculated using the treasury
stock method and to the extent dilutive to Adjusted net income
(loss) per Class A share—diluted, if-converted.
(13) 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 December 31, 2023 |
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
$ |
13,094 |
|
$ |
(1,017 |
) |
(1) |
$ |
12,077 |
Technology and
infrastructure |
|
8,612 |
|
|
— |
|
|
|
8,612 |
Rent and occupancy |
|
6,033 |
|
|
— |
|
|
|
6,033 |
Travel and related
expenses |
|
5,396 |
|
|
— |
|
|
|
5,396 |
General, administrative and
other expenses |
|
3,877 |
|
|
— |
|
|
|
3,877 |
Depreciation and amortization |
|
4,511 |
|
|
(1,645 |
) |
(2) |
|
2,866 |
Non-compensation expense |
$ |
41,523 |
|
$ |
(2,662 |
) |
|
$ |
38,861 |
|
|
|
|
|
|
|
Three Months Ended December 31, 2022 |
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
$ |
8,922 |
|
$ |
(1,832 |
) |
(1) |
$ |
7,090 |
Technology and
infrastructure |
|
7,670 |
|
|
— |
|
|
|
7,670 |
Rent and occupancy |
|
7,387 |
|
|
— |
|
|
|
7,387 |
Travel and related
expenses |
|
4,187 |
|
|
— |
|
|
|
4,187 |
General, administrative and
other expenses |
|
4,801 |
|
|
— |
|
|
|
4,801 |
Depreciation and amortization |
|
2,641 |
|
|
(1,645 |
) |
(2) |
|
996 |
Non-compensation expense |
$ |
35,608 |
|
$ |
(3,477 |
) |
|
$ |
32,131 |
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2023 |
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
$ |
39,640 |
|
$ |
(4,201 |
) |
(3) |
$ |
35,439 |
Technology and
infrastructure |
|
34,462 |
|
|
— |
|
|
|
34,462 |
Rent and occupancy |
|
26,891 |
|
|
— |
|
|
|
26,891 |
Travel and related
expenses |
|
19,030 |
|
|
— |
|
|
|
19,030 |
General, administrative and
other expenses |
|
20,103 |
|
|
— |
|
|
|
20,103 |
Depreciation and amortization |
|
14,679 |
|
|
(6,580 |
) |
(2) |
|
8,099 |
Non-compensation expense |
$ |
154,805 |
|
$ |
(10,781 |
) |
|
$ |
144,024 |
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2022 |
|
GAAP |
|
Adjustments |
|
Adjusted |
Professional fees |
$ |
34,824 |
|
$ |
(4,053 |
) |
(4) |
$ |
30,771 |
Technology and
infrastructure |
|
30,084 |
|
|
— |
|
|
|
30,084 |
Rent and occupancy |
|
24,898 |
|
|
— |
|
|
|
24,898 |
Travel and related
expenses |
|
13,034 |
|
|
— |
|
|
|
13,034 |
General, administrative and
other expenses |
|
20,215 |
|
|
— |
|
|
|
20,215 |
Depreciation and amortization |
|
10,694 |
|
|
(6,580 |
) |
(2) |
|
4,114 |
Non-compensation expense |
$ |
133,749 |
|
$ |
(10,633 |
) |
|
$ |
123,116 |
(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 transaction costs
associated with the Business Combination and certain expenses
related to the Settlement.
(4) Reflects an adjustment to exclude transaction costs
associated with the Business Combination and the Warrant
Exchange.
* 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.
Grafico Azioni Perella Weinberg Partners (NASDAQ:PWP)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Perella Weinberg Partners (NASDAQ:PWP)
Storico
Da Gen 2024 a Gen 2025