Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39558 | |
Entity Registrant Name | PERELLA WEINBERG PARTNERS | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 84-1770732 | |
Entity Address, Address Line One | 767 Fifth Avenue | |
Entity Address City Or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10153 | |
City Area Code | 212 | |
Local Phone Number | 287-3200 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | PWP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001777835 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,859,792 | |
Class B Common Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,778,015 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 104,957 | $ 171,570 |
Restricted cash | 2,624 | 2,596 |
Investments in short-term marketable debt securities | 24,962 | 140,110 |
Accounts receivable, net of allowance | 45,414 | 67,906 |
Due from related parties | 3,382 | 3,362 |
Fixed assets, net of accumulated depreciation and amortization | 61,480 | 48,390 |
Intangible assets, net of accumulated amortization | 24,127 | 25,772 |
Goodwill | 34,383 | 34,383 |
Prepaid expenses and other assets | 36,887 | 36,190 |
Right-of-use lease assets | 150,555 | 153,720 |
Deferred tax assets, net | 35,734 | 33,094 |
Total assets | 524,505 | 717,093 |
Liabilities and Equity | ||
Accrued compensation and benefits | 36,869 | 217,011 |
Accounts payable, accrued expenses and other liabilities | 41,702 | 46,336 |
Deferred revenue | 3,029 | 5,014 |
Lease liabilities | 168,777 | 165,601 |
Amount due pursuant to tax receivable agreement | 25,116 | 22,991 |
Total liabilities | 275,493 | 456,953 |
Commitments and contingencies | ||
Preferred stock, value, issued | 0 | 0 |
Additional paid-in-capital | 260,806 | 242,129 |
Retained earnings (accumulated deficit) | (28,119) | (18,071) |
Accumulated other comprehensive income (loss) | (5,752) | (6,538) |
Treasury stock, at cost (11,850,533 and 10,492,286 shares of Class A common stock at March 31, 2023 and December 31, 2022, respectively) | (93,632) | (80,067) |
Total Perella Weinberg Partners equity | 133,312 | 137,462 |
Non-controlling interests | 115,700 | 122,678 |
Total equity | 249,012 | 260,140 |
Total liabilities and equity | 524,505 | 717,093 |
Class A common stock | ||
Liabilities and Equity | ||
Common stock value | 5 | 5 |
Class B common stock | ||
Liabilities and Equity | ||
Common stock value | $ 4 | $ 4 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Condition (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share (in Dollars per Share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Class A common stock | ||
Common stock par value (in Dollars per Share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in Shares) | 54,274,053 | 52,237,247 |
Common stock shares outstanding (in Shares) | 42,423,520 | 41,744,961 |
Treasury stock, shares (in Shares) | 11,850,533 | 10,492,286 |
Class B common stock | ||
Common stock par value (in Dollars per Share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in Shares) | 43,778,015 | 44,563,877 |
Common stock shares outstanding (in Shares) | 43,778,015 | 44,563,877 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 131,426 | $ 151,876 |
Expenses | ||
Compensation and benefits | 69,963 | 87,245 |
Equity-based compensation | 47,671 | 40,890 |
Total compensation and benefits | 117,634 | 128,135 |
Professional fees | 7,553 | 10,303 |
Technology and infrastructure | 8,512 | 7,556 |
Rent and occupancy | 7,414 | 5,729 |
Travel and related expenses | 4,774 | 2,294 |
General, administrative and other expenses | 5,394 | 5,275 |
Depreciation and amortization | 2,835 | 2,943 |
Total expenses | 154,116 | 162,235 |
Operating income (loss) | (22,690) | (10,359) |
Non-operating income (expenses) | ||
Related party income | 273 | 558 |
Other income (expense) | 283 | 1,843 |
Change in fair value of warrant liabilities | 0 | 12,006 |
Total non-operating income (expenses) | 556 | 14,407 |
Income (loss) before income taxes | (22,134) | 4,048 |
Income tax benefit (expense) | (5,286) | (2,996) |
Net income (loss) | (27,420) | 1,052 |
Less: Net income (loss) attributable to non-controlling interests | (22,297) | (7,842) |
Net income (loss) attributable to Perella Weinberg Partners | $ (5,123) | $ 8,894 |
Net income (loss) per share attributable to Class A common shareholders | ||
Basic (in Dollars per Share) | $ (0.12) | $ 0.19 |
Diluted (in Dollars per Share) | $ (0.37) | $ 0 |
Weighted-average shares of Class A common stock outstanding | ||
Basic (in Shares) | 42,317,827 | 45,917,935 |
Diluted (in Shares) | 86,611,018 | 93,231,332 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (27,420) | $ 1,052 |
Foreign currency translation gain (loss), net of tax | 1,585 | (2,102) |
Comprehensive income (loss) | (25,835) | (1,050) |
Less: Comprehensive income (loss) attributable to non-controlling interests | (21,498) | (8,903) |
Comprehensive income (loss) attributable to Perella Weinberg Partners | $ (4,337) | $ 7,853 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A common stock | Class B common stock | Common Stock Class A common stock | Common Stock Class B common stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests |
Beginning balance (in shares) at Dec. 31, 2021 | 43,649,319 | 50,154,199 | ||||||||
Beginning treasury stock balance (in shares) at Dec. 31, 2021 | (1,000,000) | |||||||||
Beginning Balance at Dec. 31, 2021 | $ 271,352 | $ 4 | $ 5 | $ (12,000) | $ 158,131 | $ (18,075) | $ (1,746) | $ 145,033 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 1,052 | 8,894 | (7,842) | |||||||
Equity-based awards | 41,405 | 22,695 | 18,710 | |||||||
Distributions to partners | (15,823) | (15,823) | ||||||||
Issuance of Class A common stock for vested PWP incentive plan awards (in shares) | 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) | (4,113) | 116 | (4,229) | |||||||
Foreign currency translation gain (loss), net of tax | (2,102) | (1,040) | (1,062) | |||||||
Other | 1,999 | 734 | 1,265 | |||||||
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) (in shares) | 3,502,033 | (3,498,534) | ||||||||
Issuance of Class A common stock and exchange of PWP OpCo Units with corresponding Class B common stock for cash using Offering proceeds (Note 9—Stockholders’ Equity) | (537) | $ 1 | (538) | |||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 11—Stockholders' Equity) (in shares) | 337,048 | (336,712) | ||||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity) | 17 | 17 | ||||||||
Treasury stock purchase (in Shares) | (172,303) | (172,303) | ||||||||
Treasury stock purchase | (1,598) | $ (1,600) | $ (1,598) | |||||||
Change in ownership interests | 0 | 4,665 | (4,665) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 48,089,498 | 46,318,953 | ||||||||
Ending treasury stock balance (in shares) at Mar. 31, 2022 | (1,172,303) | |||||||||
Ending Balance at Mar. 31, 2022 | 285,577 | $ 5 | $ 5 | $ (13,598) | 179,745 | (13,410) | (2,786) | 135,616 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Dividend declared (in Dollars per Share) | $ 0.07 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 41,744,961 | 44,563,877 | 52,237,247 | 44,563,877 | ||||||
Beginning treasury stock balance (in shares) at Dec. 31, 2022 | (10,492,286) | (10,492,286) | ||||||||
Beginning Balance at Dec. 31, 2022 | 260,140 | $ 5 | $ 4 | $ (80,067) | 242,129 | (18,071) | (6,538) | 122,678 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (27,420) | (5,123) | (22,297) | |||||||
Equity-based awards | 48,266 | 27,932 | 20,334 | |||||||
Distributions to partners | (3,119) | (3,119) | ||||||||
Issuance of Class A common stock for vested PWP incentive plan awards (in shares) | 1,250,162 | 99,057 | ||||||||
Issuance of Class A common stock for vested PWP Incentive Plan Awards | 0 | $ 1,189 | (1,189) | |||||||
Withholding payments on vested PWP Incentive Plan Awards | (11,356) | (11,356) | ||||||||
Dividends declared ($0.07 per share of Class A common stock) | (4,756) | 169 | (4,925) | |||||||
Foreign currency translation gain (loss), net of tax | 1,585 | 786 | 799 | |||||||
Other | (31) | (14) | (17) | |||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 11—Stockholders' Equity) (in shares) | 786,644 | (785,862) | ||||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity) | 457 | 457 | ||||||||
Treasury stock purchase (in Shares) | (1,457,304) | (1,457,304) | ||||||||
Treasury stock purchase | (14,754) | $ (14,800) | $ (14,754) | |||||||
Change in ownership interests | 0 | 2,678 | (2,678) | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 42,423,520 | 43,778,015 | 54,274,053 | 43,778,015 | ||||||
Ending treasury stock balance (in shares) at Mar. 31, 2023 | (11,850,533) | (11,850,533) | ||||||||
Ending Balance at Mar. 31, 2023 | $ 249,012 | $ 5 | $ 4 | $ (93,632) | $ 260,806 | $ (28,119) | $ (5,752) | $ 115,700 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | |
Class A common stock | ||
Dividend declared (in Dollars per Share) | $ 0.07 | $ 0.07 |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (27,420) | $ 1,052 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity-based awards vesting expense | 48,266 | 41,405 |
Depreciation and amortization | 2,835 | 2,943 |
Change in fair value of warrant liabilities | 0 | (12,006) |
Foreign currency revaluation | 508 | 0 |
Non-cash operating lease expense | 3,549 | 4,396 |
Deferred taxes | 470 | (563) |
Other | (81) | (168) |
Decrease (increase) in operating assets: | ||
Accounts receivable, net of allowance | 22,812 | (29,277) |
Due from related parties | (21) | 1,042 |
Prepaid expenses and other assets | (1,129) | 2,081 |
Increase (decrease) in operating liabilities: | ||
Accrued compensation and benefits | (180,594) | (258,658) |
Accounts payable, accrued expenses and other liabilities | (1,856) | 6,066 |
Deferred revenue | (2,029) | (1,911) |
Lease liabilities | 2,748 | (4,775) |
Amount due pursuant to tax receivable agreement | (472) | 0 |
Net cash provided by (used in) operating activities | (132,414) | (248,373) |
Cash flows from investing activities | ||
Purchases of fixed assets | (18,332) | (1,389) |
Purchases of investments in short-term marketable debt securities | (24,983) | 0 |
Maturities of investments in short-term marketable debt securities | 140,551 | 0 |
Other | 488 | 0 |
Net cash provided by (used in) investing activities | 97,724 | (1,389) |
Cash flows from financing activities | ||
Proceeds from the Offering, net of underwriting discount | 0 | 36,526 |
Exchange of PWP OpCo Units and corresponding Class B common stock for cash using Offering proceeds | 0 | (36,526) |
Payment of offering costs | 0 | (798) |
Distributions to partners | (3,119) | (15,823) |
Dividends paid on Class A and Class B common stock | (3,529) | (3,409) |
Withholding payments for vested PWP Incentive Plan Awards | (11,356) | (6,075) |
Treasury stock purchases | (14,754) | (1,214) |
Net cash provided by (used in) financing activities | (32,758) | (27,319) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 863 | (2,557) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (66,585) | (279,638) |
Cash, cash equivalents and restricted cash, beginning of period | 174,166 | 504,775 |
Cash, cash equivalents and restricted cash, end of period | 107,581 | 225,137 |
Supplemental disclosure of non-cash activities | ||
Lease liabilities arising from obtaining right-of-use lease assets | 177 | 1,649 |
Capital Expenditures Incurred but Not yet Paid | 6,537 | 0 |
Accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards | 1,906 | 1,149 |
Non-cash paydown of Partner promissory notes | 0 | 2,567 |
Deferred tax effect resulting from exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement | 457 | 798 |
Accrued treasury stock purchases | 0 | 384 |
Pending broker-to-broker trades | 0 | 5,763 |
Supplemental disclosures of cash flow information | ||
Cash paid for income taxes | $ 1,652 | $ 2,214 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Nature of Business Abstract | |
Organization and Nature of Business | Note 1—Organization and Nature of Business Perella Weinberg Partners and its consolidated subsidiaries, including PWP Holdings LP (“PWP OpCo”) (collectively, “PWP” and the “Company”), is a global independent advisory firm that provides strategic and financial advice to a wide range of clients. The Company’s activities as an investment banking advisory firm constitute a single business segment that provides a range of advisory services, including advice related to mission-critical strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder and defense advisory, financing and capital solutions advice with resources focused on restructuring and liability management, capital markets advisory, private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries. Perella Weinberg Partners (formerly known as FinTech Acquisition Corp. IV (“FTIV”)) was incorporated in Delaware on November 20, 2018 as a special purpose acquisition company for the purpose of acquiring businesses or assets through a business combination. On June 24, 2021, the Company consummated a business combination pursuant to a Business Combination Agreement among various parties, resulting in FTIV acquiring partnership interests in PWP OpCo, and PWP OpCo becoming jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (“Professional Partners”) and existing partners, as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements reflect the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All intercompany balances and transactions between the consolidated subsidiaries comprising the Company have been eliminated in the accompanying condensed consolidated financial statements. These condensed consolidated financial statements and notes thereto are unaudited, and as permitted by the interim reporting rules and regulations set forth by the Securities and Exchange Commission (the “SEC”), exclude certain financial information and note disclosures normally included in annual audited financial statements prepared in accordance with U.S. GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. The condensed consolidated financial statements reflect all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. Consolidation The Company’s policy is to consolidate entities in which the Company has a controlling financial interest and variable interest entities where the Company is deemed to be the primary beneficiary. The Company is deemed to be the primary beneficiary of a variable interest entity (“VIE”) when it has both (i) the power to make the decisions that most significantly affect the economic performance of the VIE and (ii) the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. PWP is the primary beneficiary of and consolidates PWP OpCo, a VIE. As of March 31, 2023 and December 31, 2022, the net assets of PWP OpCo were $231.6 million and $237.9 million, respectively. As of March 31, 2023 and December 31, 2022, the Company did not consolidate any VIEs other than PWP OpCo. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary. In preparing the condensed consolidated financial statements, management makes estimates regarding the measurement of amount due pursuant to the tax receivable agreement, measurement and timing of revenue recognition, assumptions used in the provision for income taxes, measurement of equity-based compensation, evaluation of goodwill and intangible assets, fair value measurement of financial instruments, and other matters that affect the reported amounts and disclosures of contingencies in the condensed consolidated financial statements. Cash, Cash Equivalents and Restricted Cash Cash includes both cash and interest-bearing money market accounts and cash equivalents are defined as highly liquid investments with original maturities of three months or less from the date of purchase. As of March 31, 2023 and December 31, 2022, the Company had no cash equivalents. The Company maintains cash with banks and brokerage firms, which from time to time may exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. As of March 31, 2023 and December 31, 2022, the Company had restricted cash of $2.6 million maintained as collateral for letters of credit related to certain office leases. A reconciliation of the Company’s cash, cash equivalents and restricted cash as of March 31, 2023 and March 31, 2022 is presented below: March 31, 2023 2022 Cash $ 104,957 $ 223,142 Cash equivalents — — Restricted cash 2,624 1,995 Cash, cash equivalents and restricted cash as shown on statements of cash flows $ 107,581 $ 225,137 Foreign Currencies In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency. The Company recognized net foreign exchange gains (losses) arising from such transactions of $(1.1) million and $1.4 million during the three months ended March 31, 2023 and 2022, respectively, which are included in Other income (expense) in the Condensed Consolidated Statements of Operations. In addition, the Company consolidates its foreign subsidiaries that have non-U.S. dollar functional currencies. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains and losses are generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive loss in the Condensed Consolidated Statements of Changes in Equity. Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements that had a material effect on the Company’s condensed consolidated financial statements. Future Adoption of Accounting Pronouncements No changes to U.S. GAAP that are not yet effective are expected to have a material effect on the Company’s condensed consolidated financial statements. |
Revenue and Receivables from Co
Revenue and Receivables from Contracts with Customers | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Receivables from Contracts with Customers | Note 3—Revenue and Receivables from Contracts with Customers The following table disaggregates the Company’s revenue between over time and point in time recognition: Three Months Ended 2023 2022 Over time $ 124,329 $ 146,598 Point in time 7,097 5,278 Total revenues $ 131,426 $ 151,876 Reimbursable expenses billed to clients was $1.2 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively. Remaining Performance Obligations and Revenue Recognized from Past Performance As of March 31, 2023, the aggregate amount of the transaction price, as defined in the Accounting Standards Codification (“ASC”), allocated to performance obligations yet to be satisfied was $2.4 million, and the Company generally expects to recognize this revenue within the next 12 months. Such amounts primarily relate to the Company’s performance obligations of providing transaction-related advisory services. The Company recognized revenue of $94.2 million and $119.9 million during the three months ended March 31, 2023 and 2022, respectively, related to performance obligations that were satisfied or partially satisfied in prior periods. These amounts were recognized upon the resolution of revenue constraints and uncertainties in the respective periods and were generally related to transaction-related advisory services. Contract Balances As of March 31, 2023 and December 31, 2022, the Company recorded $3.0 million and $5.0 million, respectively, for contract liabilities which are presented as Deferred revenue on the Condensed Consolidated Statements of Financial Condition. The Company recognized revenue of $2.9 million and $3.8 million for the three months ended March 31, 2023 and 2022, respectively, of the respective beginning deferred revenue balance, which was primarily related to transaction-related advisory services that are recognized over time. Accounts Receivable and Allowance for Credit Losses As of March 31, 2023 and December 31, 2022, $14.5 million and $5.1 million, respectively, of accrued revenue was included in Accounts receivable, net of allowance on the Condensed Consolidated Statements of Financial Condition. These amounts represent amounts due from clients and are recognized as revenue in accordance with the Company’s revenue recognition policies but unbilled at the end of the period. As of March 31, 2023, certain accounts receivable in the aggregate amount of $15.5 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients. Of that amount, $10.0 million was subsequently received after March 31, 2023. As of December 31, 2022, certain accounts receivable in the aggregate amount of $28.4 million, were greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients. Of that amount, all was subsequently received after year end. The allowance for credit losses activity for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended 2023 2022 Beginning balance $ 1,143 $ 1,851 Bad debt expense 162 284 Write-offs (83) (730) Recoveries — — Foreign currency translation and other adjustments 5 (27) Ending balance $ 1,227 $ 1,378 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 4—Leases The Company leases office space and certain office equipment under operating lease agreements. See summary below of significant new leases and lease modifications. During the first half of 2022, the Company entered into amendments to its New York and Los Angeles office leases, as well as a new 12-year lease agreement related to the relocation of the Company’s United Kingdom (“U.K.”) office in London. The New York lease amendment extended the term of the lease by approximately 16 years with an expiration of December 31, 2039. The amended term of the Los Angeles lease is scheduled to expire on December 31, 2032. In the second quarter of 2022, the Company’s amended Los Angeles lease commenced and the amended New York lease partially commenced resulting in an increase to Lease liabilities and a corresponding increase to Right-of-use lease assets of $66.3 million. In the third quarter of 2022, the New York lease became fully commenced and the London lease also commenced, which resulted in an additional $62.3 million increase to Lease liabilities and a corresponding increase to Right-of-use lease assets. Other information as it relates to the Company’s operating leases was as follows: March 31, 2023 December 31, 2022 Weighted-average discount rate - operating leases 4.6% 4.6% Weighted-average remaining lease term - operating leases 14.8 years 14.9 years Three Months Ended 2023 2022 Operating lease cost $ 5,384 $ 4,635 Variable lease cost 1,350 442 Sublease income - operating leases (159) (203) Total net lease cost $ 6,575 $ 4,874 Cash paid for lease obligation $ 2,391 $ 4,988 As of March 31, 2023, the maturities of undiscounted operating lease liabilities of the Company are as follows: Years Ending: Operating Leases Sublease Income Net Remainder of 2023 $ (2,879) $ 192 $ (3,071) 2024 7,409 — 7,409 2025 18,313 — 18,313 2026 19,362 — 19,362 2027 18,529 — 18,529 Thereafter 188,077 — 188,077 Total lease payments (1) 248,811 $ 192 $ 248,619 Less: Imputed Interest (80,034) Total lease liabilities $ 168,777 __________________ (1) Total future lease payments are presented net of expected lease incentives, including landlord contributions to tenant improvements. Refer to Note 16—Related Party Transactions for information regarding the Company’s subleasing arrangements. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Note 5—Intangible Assets Below is the detail of the intangible assets: March 31, 2023 Gross Amount Accumulated Amortization Net Customer relationships $ 47,400 $ (30,020) $ 17,380 Trade names and trademarks 18,400 (11,653) 6,747 Total $ 65,800 $ (41,673) $ 24,127 December 31, 2022 Gross Amount Accumulated Amortization Net Customer relationships $ 47,400 $ (28,835) $ 18,565 Trade names and trademarks 18,400 (11,193) 7,207 Total $ 65,800 $ (40,028) $ 25,772 |
Regulatory Requirements
Regulatory Requirements | 3 Months Ended |
Mar. 31, 2023 | |
Regulatory Requirements [Abstract] | |
Regulatory Requirements | Note 6—Regulatory Requirements The Company has a number of consolidated subsidiaries registered as broker-dealers with regulatory agencies in their respective countries, including the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the New Self-Regulatory Organization of Canada (“New SRO”, formerly the Investment Industry Regulatory Organization of Canada or “IIROC”), the Financial Conduct Authority (“FCA”) of the U.K. and the Autorité de contrôle prudentiel et de resolution (“ACPR”) of France. None of the SEC regulated subsidiaries hold funds or securities for, or owe money or securities to clients or carry accounts of or for clients, and as such are all exempt from the SEC Customer Protection Rule (Rule 15c3-3). As of March 31, 2023 and December 31, 2022, all regulated subsidiaries were in excess of their applicable minimum capital requirements. As a result of the minimum capital requirements and various regulations on these broker dealers, a portion of the capital of each subsidiary of the Company is restricted and may be unavailable to pay its creditors. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 7—Fixed Assets Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Leasehold improvements $ 57,709 $ 76,389 Furniture and fixtures 9,383 15,313 Equipment 19,400 21,382 Software 5,920 6,945 Total 92,412 120,029 Less: Accumulated depreciation and amortization (30,932) (71,639) Fixed assets, net $ 61,480 $ 48,390 Depreciation expense related to fixed assets was $1.1 million and $1.1 million for the three months ended March 31, 2023 and 2022, respectively. Amortization expense related to software development costs was $0.1 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023, the Company disposed of certain assets, substantially all of which were fully depreciated and related to the expansion and relocation of the New York and London office space. Leasehold improvement assets capitalized during the three months ended March 31, 2023 were largely related to build-out projects associated with new or amended office leases in New York and London. Refer to Note 4—Leases for further information. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8—Income Taxes The following table summarizes the Company’s tax position for the periods presented: Three Months Ended 2023 2022 Income (loss) before income taxes $ (22,134) $ 4,048 Income tax benefit (expense) $ (5,286) $ (2,996) Effective income tax rate (23.9) % 74.0 % The Company’s overall effective tax rate in each of the periods presented above varies from the U.S. federal statutory rate primarily because (i) a portion of the Company’s income is allocated to non-controlling interests held in PWP OpCo in which the majority of any tax liability on such income is borne by the holders of such non-controlling interests and reported outside of the condensed consolidated financial statements and (ii) a portion of the Company’s compensation expense is non-deductible for tax purposes. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholder's Equity | Note 9—Stockholders’ Equity Share Repurchase Program The Company’s Board of Directors approved a stock repurchase program on February 16, 2022 under which the Company is authorized to repurchase up to $100.0 million of the Company’s Class A common stock, and on February 8, 2023, the Board approved an incremental $100.0 million, in each case with no requirement to purchase any minimum number of shares. The manner, timing, pricing and amount of any transactions will be subject to the Company’s discretion. During the three months ended March 31, 2023 and 2022, the Company purchased 1,457,304 and 172,303 shares, respectively, resulting in an increase of $14.8 million and $1.6 million, respectively, at cost, to Treasury stock on the Company’s Condensed Consolidated Statement of Financial Condition. The 11,001,320 shares purchased since inception of the share repurchase program through March 31, 2023 were purchased at an average price per share of $7.58. Non-Controlling Interests Non-controlling interests represents the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners. Professional Partners and the ILPs own 43,778,015 PWP OpCo Units as of March 31, 2023, which represent a 50.8% non-controlling ownership interest in PWP OpCo. These PWP OpCo Units are exchangeable into PWP Class A common stock on a one-for-one basis. Class B-1 and Class B-2 common stock have de minimis economic rights. PWP OpCo Limited Partnership Agreement Exchange Rights In accordance with the Amended and Restated Agreement of Limited Partnership of PWP OpCo, dated as of June 24, 2021 (as amended, restated, modified or supplemented from time to time, the “PWP OpCo LPA”), holders of PWP OpCo Units (“PWP OpCo Unitholders”) (other than the Company) may exchange these units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock with the form of consideration determined by the Company. Concurrently with an exchange of PWP OpCo Units for shares of Class A common stock or cash by a PWP OpCo Unitholder who also holds shares of Class B common stock, such PWP OpCo Unitholder will be required to surrender to the Company a number of shares of Class B common stock equal to the number of PWP OpCo Units exchanged, and such shares will be converted into shares of Class A common stock or cash (at the Company’s option) which will be delivered to such PWP OpCo Unitholder at a conversion rate of 0.001. On January 21, 2022, the Company closed a follow-on public offering of 3,502,033 shares of Class A common stock (the “Offering”) at a public offering price of $10.75 per share for total gross proceeds of $37.6 million, before deducting underwriting discounts and commissions. All proceeds from the Offering, net of the underwriting discounts and commissions of $0.32 per share or an aggregate of $1.1 million, were used by the Company to settle an exchange of certain PWP OpCo Units and certain shares of Class B common stock. Under the terms of the underwriting agreement, directors, officers and certain significant shareholders signed customary lockup agreements with respect to their ownership of Class A common stock. Total deferred offering costs of $1.3 million for the Offering were netted against the proceeds of the offering in Additional paid-in-capital on the Condensed Consolidated Statements of Financial Condition. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 10—Debt As of March 31, 2023, and December 31, 2022, the Company had no outstanding debt. The Company has a revolving credit facility (the “Revolving Credit Facility”) through a credit agreement with Cadence Bank, N.A. (“Cadence Bank”), dated November 30, 2016 (as amended, the “Credit Agreement”), with an available line of credit of $50 million. The Company incurred $1.8 million in issuance costs related to the Credit Agreement, which were amortized as interest expense using the effective interest method over the life of the Revolving Credit Facility. Interest expense related to the Revolving Credit Facility was immaterial during the three months ended March 31, 2023 and 2022 and is included within Other income (expense) on the Condensed Consolidated Statements of Operations. Unamortized debt issuance costs of $0.3 million and $0.4 million, as of March 31, 2023 and December 31, 2022, respectively are reported within Prepaid expenses and other assets on the Condensed Consolidated Statements of Financial Position. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants Abstract | |
Warrants | Note 11—Warrants Warrant Exchange As of March 31, 2023 and December 31, 2022, the Company had no warrants outstanding. On August 23, 2022, the Company concluded an offer to holders of its outstanding warrants which provided such holders the opportunity to receive 0.20 shares of the Company’s Class A common stock in exchange for each warrant tendered by such holders. This offer coincided with a solicitation of consents from holders of the public warrants to amend the warrant agreement (together, the “Warrant Exchange Offer”). Further information regarding the Company’s warrants is described in Note 12—Warrants in the Notes to Consolidated Financial Statements in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Prior to Warrant Exchange Prior to the Warrant Exchange Offer, each warrant entitled the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. The warrants met the definition of a derivative under ASC Topic 815, Derivatives and Hedging, and as such, the Company recorded these warrants as liabilities at fair value upon the closing of the Business Combination in accordance with ASC Topic 820, Fair Value Measurement, with subsequent changes in their respective fair values recorded in Change in fair value of warrant liabilities on the Condensed Consolidated Statements of Operations. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note 12—Equity-Based Compensation Further information regarding the Company’s equity-based compensation awards is described in Note 13—Equity-Based Compensation in the Notes to Consolidated Financial Statements in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. PWP Omnibus Incentive Plan Awards Concurrent with the Business Combination, the Company adopted the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “PWP Incentive Plan”), which establishes a plan for the granting of incentive compensation awards measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”). Under the PWP Incentive Plan, the Company may grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PSUs”), stock bonuses, other stock-based awards, cash awards or any combination of the foregoing. The PWP Incentive Plan established a reserve for a one-time grant of awards that occurred in connection with the Business Combination (the “Transaction Pool Reserve”) as well as a reserve for general purpose grants (the “General Share Reserve”). As of March 31, 2023, 6,274,486 total shares remained reserved and available for future issuance under the PWP Incentive Plan. Business Combination Awards During the third quarter of 2021, in connection with the Business Combination, the Company granted awards (the “Business Combination Awards”) in the form of (i) restricted stock units out of the Transaction Pool Reserve consisting of (a) PSUs that only vest upon the achievement of both service and market conditions (“Transaction Pool PSUs”) and (b) RSUs that vest upon the achievement of service conditions (“Transaction Pool RSUs”) as well as (ii) PSUs out of the General Share Reserve to certain executives and a small number of other partners that vest upon the achievement of both service and market conditions (the “2021 Long-Term Incentive Awards”). Transaction Pool PSUs – The following table summarizes the balance of unvested Transaction Pool PSUs and activity during the three months ended March 31, 2023: Transaction Pool PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 3,076,297 $ 12.73 Granted (1) 7,750 12.74 Vested — — Forfeited — — Balance at March 31, 2023 3,084,047 $ 12.73 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional Transaction Pool PSUs that were granted from the General Share Reserve. As of March 31, 2023, the $12 and $13.50 market condition requirements of the Transaction Pool PSUs were satisfied. No Transaction Pool PSUs vested during the three months ended March 31, 2023 and 2022. As of March 31, 2023, total unrecognized compensation expense related to unvested Transaction Pool PSUs was $22.8 million, which is expected to be recognized over a weighted average period of 2.5 years. Transaction Pool RSUs – The following table summarizes the balance of unvested Transaction Pool RSUs and activity during the three months ended March 31, 2023: Transaction Pool RSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 2,589,976 $ 13.97 Granted (1) 4,186 13.97 Vested — — Forfeited (9,716) 13.97 Balance at March 31, 2023 2,584,446 $ 13.97 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional Transaction Pool RSUs that were granted from the General Share Reserve. The total fair value of Transaction Pool RSUs that vested during the three months ended March 31, 2022 was $8.1 million and no awards vested during the three months ended March 31, 2023. As of March 31, 2023, total unrecognized compensation expense related to unvested Transaction Pool RSUs was $23.6 million, which is expected to be recognized over a weighted average period of 1.6 years. 2021 Long-Term Incentive Awards – The following table summarizes the balance of unvested 2021 Long-Term Incentive Awards and activity during the three months ended March 31, 2023: 2021 Long-Term Incentive Awards Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 9,000,000 $ 9.55 Granted — — Vested — — Forfeited — — Balance at March 31, 2023 9,000,000 $ 9.55 As of March 31, 2023, none of the market condition requirements of the 2021 Long-Term Incentive Awards were met and no awards vested during the three months ended March 31, 2023 and 2022. As of March 31, 2023, total unrecognized compensation expense related to unvested 2021 Long-Term Incentive Awards was $49.7 million, which is expected to be recognized over a weighted average period of 2.6 years. As of March 31, 2023, total unrecognized compensation expense related to the combined unvested Business Combination Awards was $96.2 million, which is expected to be recognized over a weighted average period of 2.3 years. Other General Reserve Awards The Company grants RSU awards out of the General Share Reserve from time to time in the ordinary course of business (the “General RSUs”), which vest upon the achievement of service conditions. During 2023, the Company granted additional PSUs out of the General Share Reserve that vest upon the achievement of both service and market conditions (the “2023 Long-Term Incentive Awards”). The General RSUs vest over the requisite service period, which is generally one The following table summarizes the balance of unvested General RSUs and 2023 Long-Term Incentive Awards (together, the “Other General Reserve Awards”) and activity during the three months ended March 31, 2023: Other General Reserve Awards Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 7,144,227 $ 10.10 Granted (1) 7,793,265 9.62 Vested (2,470,713) 10.11 Forfeited (4,660) 10.08 Balance at March 31, 2023 12,462,119 $ 9.80 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional General RSUs that were granted from the General Share Reserve. The weighted-average grant date fair value of the Other General Reserve Awards granted during the three months ended March 31, 2023 and 2022 was $9.62 and $9.96 per award, respectively. The grant date fair value of General RSUs is based on the PWP stock price on the date of grant and the 2023 Long-Term Incentive Awards were valued using a Monte Carlo simulation valuation model using a risk-free interest rate of 4.1%, a dividend yield of 2.7%, and a volatility factor of 34.9% based on historical peer company volatility. The total fair value of Other General Reserve Awards that vested during the three months ended March 31, 2023 and 2022 was $25.0 million and $4.5 million, respectively. As of March 31, 2023, total unrecognized compensation expense related to unvested Other General Reserve Awards was $105.8 million, which is expected to be recognized over a weighted average period of 2.5 years. Legacy Awards and Professional Partners Awards Prior to the Business Combination, Professional Partners granted certain equity-based awards to partners providing services to PWP OpCo (the “Legacy Awards”). In connection with the Business Combination, existing Legacy Awards were canceled and replaced by converting each limited partner’s capital interests in Professional Partners attributable to PWP OpCo into (“Professional Partners Awards”). As of March 31, 2023, there was $6.4 million of unrecognized compensation cost associated with the Legacy Awards that is expected to be recognized over a weighted-average period of 0.5 years. As of March 31, 2023, there was $189.1 million of unrecognized compensation expense related to unvested Professional Partners Awards, which is expected to be recognized over a weighted-average period of 3.1 years. The following table presents the expense related to awards that were recorded in Professional fees and components of Equity-based compensation included on the Condensed Consolidated Statements of Operations: Three Months Ended 2023 2022 Professional fees PWP Incentive Plan Awards $ 595 $ 515 Total Professional fees $ 595 $ 515 Equity-based compensation PWP Incentive Plan Awards $ 27,337 $ 22,180 Legacy Awards (1) 3,225 3,339 Professional Partners Awards (1) 17,109 15,371 Total Equity-based compensation $ 47,671 $ 40,890 Income tax benefit of equity-based awards $ 3,559 $ 3,239 __________________ |
Other Compensation and Benefits
Other Compensation and Benefits | 3 Months Ended |
Mar. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Other Compensation and Benefits | Note 13—Other Compensation and Benefits Compensation and benefits includes, but is not limited to, salaries, bonuses (discretionary awards and guaranteed amounts), severance, deferred compensation, benefits and payroll taxes. In all instances, compensation expense is accrued over the requisite service period. Benefit Plans Certain employees participate in employee benefit plans, which consists of defined contribution plans including (i) profit-sharing plans qualified under Section 401(k) of the Internal Revenue Code and (ii) a U.K. pension scheme for U.K. employees and (iii) a Germany pension plan for employees in Germany. For the three months ended March 31, 2023 and 2022, expenses related to the Company’s employee benefit plans was $1.7 million and $1.5 million, and are included in Compensation and benefits in the Condensed Consolidated Statements of Operations. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Class A Common Shareholders | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Class A Common Shareholders | Note 14—Net Income (Loss) Per Share Attributable to Class A Common Shareholders The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below: Three Months Ended Three Months Ended Numerator: Net income (loss) attributable to Perella Weinberg Partners – basic $ (5,123) $ 8,894 Dilutive effect from assumed exchange of PWP OpCo Units, net of tax (26,878) (9,328) Net income (loss) attributable to Perella Weinberg Partners – diluted $ (32,001) $ (434) Denominator: Weighted average shares of Class A common stock outstanding – basic 42,317,827 45,917,935 Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 44,293,191 47,313,397 Weighted average shares of Class A common stock outstanding – diluted 86,611,018 93,231,332 Net income (loss) per share attributable to Class A common shareholders Basic $ (0.12) $ 0.19 Diluted $ (0.37) $ 0.00 Basic and diluted net income (loss) per share attributable to Class B common shareholders has not been presented as these shares are entitled to an insignificant amount of economic participation. The Company uses the treasury stock method to determine the potential dilutive effect of unvested PWP Incentive Plan Awards and outstanding warrants (prior to the Warrant Exchange Offer) and the if-converted method to determine the potential dilutive effect of exchanges of PWP OpCo Units into Class A common stock. The Company adjusts net income (loss) attributable to Class A common shareholders under both the treasury stock method and if-converted method for the reallocation of net income (loss) between Class A common shareholders and non-controlling interests that result upon the assumed issuance of dilutive shares of Class A common stock as if the issuance occurred as of the beginning of the applicable period. The following table presents the weighted average potentially dilutive shares that were excluded from the calculation of diluted net income (loss) per share under the treasury stock method or if-converted method, as applicable, because the effect of including such potentially dilutive shares was antidilutive for the period presented: Three Months Ended Three Months Ended Warrants (1) n/a — PWP Incentive Plan Awards 1,727,070 295,216 Total 1,727,070 295,216 __________________ (1) Prior to the Warrant Exchange Offer on August 23, 2022, the warrants were out-of-the-money which resulted in no potentially dilutive shares under the treasury stock method. For the three months ended March 31, 2023, the warrants were not outstanding, and thus, they are not applicable. Refer to Note 11—Warrants for further information regarding the Warrant Exchange Offer. |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements And Investments [Abstract] | |
Fair Value Measurements and Investments | Note 15—Fair Value Measurements and Investments Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs: Level 1 – Unadjusted quoted prices are available in active markets for identical financial instruments as of the reporting date. Level 2 – Pricing inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3 – Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument. As of March 31, 2023 and December 31, 2022, the fair values of cash, restricted cash, accounts receivable, due from related parties, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these items. Fair Value of Financial Instruments The following table summarizes the categorization and fair value estimate of the Company’s financial instruments that are measured on a recurring basis pursuant to the above fair value hierarchy levels as of March 31, 2023 and December 31, 2022: March 31, 2023 Level 1 Level 2 Level 3 Total Financial asset U.S. Treasury securities (1) $ 24,962 $ — $ — $ 24,962 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets U.S. Treasury securities (2) $ — $ 140,110 $ — $ 140,110 Cash surrender value of company-owned life insurance — 488 — 488 Total financial assets $ — $ 140,598 $ — $ 140,598 __________________ (1) Consists of U.S. Treasury bills that mature on January 25, 2024. (2) Consists of U.S. Treasury notes that matured on January 31, 2023. The Company had no transfers between fair value levels during the three months ended March 31, 2023 and 2022. The Company’s investment in U.S. Treasury securities is presented within Investments in short-term marketable debt securities on the Condensed Consolidated Statements of Financial Condition, and the aggregate cost basis of the investment was $25.0 million and $139.2 million as of March 31, 2023 and December 31, 2022, respectively. The Company recognized interest income and net unrealized gains (losses) on the U.S. Treasury securities of $0.4 million for the three months ended March 31, 2023. The cash surrender value of company-owned life insurance is included in Prepaid expenses and other assets on the Condensed Consolidated Statements of Financial Condition at the amount that could be realized under the contract as of December 31, 2022, which approximates fair value. Equity Method Investments |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16—Related Party Transactions PWP Capital Holdings LP On February 28, 2019, a reorganization of the existing investment banking advisory and asset management businesses of PWP Holdings LP was effected which resulted in the spin-off of its asset management business (the “Separation”). PWP Holdings LP was divided into (i) PWP OpCo, which holds the former advisory business and (ii) PWP Capital Holdings LP, which holds the former asset management business. TSA Agreement – In connection with the Separation, the Company entered into a transition services agreement (the “TSA”) with PWP Capital Holdings LP under which the Company agreed to provide certain administrative services to PWP Capital Holdings LP. Sublease Income – In connection with the Separation, the Company subleases a portion of its office space at its New York location to PWP Capital Holdings LP through August 2023. Sublease rent payments are due monthly and are based on PWP Capital Holdings LP’s pro-rata portion of the underlying lease agreements including base rent as well as other lease related charges. See additional information regarding the subleases in Note 4—Leases. Compensation Arrangements – In addition, PWP Capital Holdings LP has entered into an arrangement with certain employees of the Company, including members of management, related to services provided directly to PWP Capital Holdings LP. With respect to services provided to PWP Capital Holdings LP, the amounts paid and payable to such employees now and in the future are recognized by PWP Capital Holdings LP. All compensation related to services these employees provide to the Company are included in Compensation and benefits in the Condensed Consolidated Statements of Operations. Amounts due from PWP Capital Holdings LP are reflected as Due from related parties on the Condensed Consolidated Statements of Financial Condition. The following table shows the components of income from PWP Capital Holdings LP reported within Related party income in the Condensed Consolidated Statements of Operations for the periods presented: Three Months Ended 2023 2022 TSA income – Compensation related $ 92 $ 205 TSA income – Non-compensation related 22 120 Sublease income 159 203 Total income from PWP Capital Holdings LP $ 273 $ 528 Tax Receivable Agreement In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs that provides for payment of 85% of the amount of cash savings, if any, in U.S. federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement. As of March 31, 2023, the Company had an amount due of $25.1 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date and is reported within Amount due pursuant to tax receivable agreement on the Condensed Consolidated Statement of Financial Condition. The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made: Years Ending: Estimated Payments Under Tax Receivable Agreement Remainder of 2023 $ — 2024 1,091 2025 1,340 2026 1,388 2027 1,418 Thereafter 19,879 Total payments $ 25,116 Partner Promissory Notes The Company loaned money pursuant to promissory note agreements (the “Partner Promissory Notes”) to certain partners. The Partner Promissory Notes bear interest at an annual rate equal to the Federal Mid-Term Rate on an annual basis. The Partner Promissory Notes are due on various dates or in the event a partner is terminated or leaves at will. Repayment of the Partner Promissory Notes may be accelerated based on certain conditions as defined in the promissory note agreements and are primarily secured by the partner’s equity interests in PWP OpCo or one of its affiliates. As the Partner Promissory Notes and associated interest receivable relate to equity transactions, they have been recognized as a reduction of equity on the Condensed Consolidated Statements of Financial Condition in the amount of $3.6 million and $3.5 million as of March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2022, certain partners effectively repaid $2.6 million of principal and interest related to Partner Promissory Notes by foregoing the amount due from their respective deferred compensation agreements. Other Partner Loans and Loan Guarantees In November 2021, PWP OpCo agreed to provide loans to certain partners. As of March 31, 2023 and December 31, 2022, $3.4 million and $3.4 million, respectively, of outstanding loans to certain partners and related interest receivable are recognized in Due from related parties on the Condensed Consolidated Statements of Financial Condition. Additionally, the Company has unconditionally guaranteed certain of its partners’ loans with First Republic Bank. Refer to Note 17—Commitments and Contingencies for additional information on the guarantees. Other Related Party Transactions In February 2022, the Company paid $0.5 million to an entity controlled by a member of the Board of Directors to reimburse a portion of expenses incurred by that entity in connection with the joint pursuit of a potential investment opportunity. The Company’s U.K. subsidiary, Perella Weinberg UK Limited, Professional Partners and certain partners (including one partner who serves as a Company director and president) are party to a reimbursement agreement, pursuant to which such partners directed Professional Partners to pay distributions related to certain of their Professional Partners Awards first to a subsidiary of the Company, so that the subsidiary can make employment income tax payments on such distributions to the appropriate non-U.S. authorities. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17—Commitments and Contingencies Loan Guarantees The Company has unconditionally guaranteed certain of its partners’ loans with First Republic Bank (“Lender”) whereby it will pay the Lender upon the occurrence of a default event. These guarantees are secured by the partners’ interests in Professional Partners. The total guarantees related to partners was $1.6 million as of December 31, 2022, and as of March 31, 2023 only nominal guarantees remained. As of March 31, 2023 and December 31, 2022, no loans were in default. Indemnifications The Company enters into certain contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown. As of March 31, 2023 and December 31, 2022, the Company expects no claims or losses pursuant to these contracts; therefore, no liability has been recorded related to these indemnification provisions. Legal Contingencies From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Some of these matters may involve claims of substantial amounts. Although there can be no assurance of the outcome of such legal actions, in the opinion of management and after consultation with external counsel, the Company believes it is neither probable nor reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the condensed consolidated financial statements of the Company as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022. On October 20, 2015, Perella Weinberg Partners LLC, PWP MC LP, PWP Equity I LP and Perella Weinberg Partners Group LP (collectively, the “PWP Plaintiffs”), filed a complaint against Michael A. Kramer, Derron S. Slonecker, Joshua S. Scherer, Adam W. Verost (collectively, the “Individual Defendants”) and Ducera Partners LLC (together with the Individual Defendants, the “Defendants”) in New York Supreme Court, Commercial Division (the “Court”). The complaint alleges that the Individual Defendants, three former partners and one former employee of the PWP Plaintiffs, entered into a scheme while still at PWP to lift out the PWP Plaintiffs’ restructuring group to form a new competing firm that they were secretly forming in breach of their contractual and fiduciary duties to the PWP Plaintiffs. The complaint contains 14 causes of action, and seeks declaratory relief as well as damages resulting from the Individual Defendants’ breaches of their obligations under the PWP Plaintiffs’ partnership and employment agreements, and from Defendants’ unfair competition and tortious interference with the PWP Plaintiffs’ contracts and client relationships. On November 9, 2015, the Defendants filed an Answer, Counterclaims, Cross-claims and a Third-Party Complaint, which contained 14 causes of action. On July 17, 2016, the Court issued a decision, dismissing half of the Defendants’ counterclaims and cross-claims with prejudice. On August 18, 2016, the Defendants filed an Amended Answer, Counterclaims, Cross-claims and Third-Party Complaint, which contained only seven counterclaims and cross-claims. On December 12, 2016, the Defendants appealed the dismissal of three of their counterclaims and cross-claims to the New York Appellate Division, First Department (the “First Department”). On August 29, 2017, the First Department issued a decision denying the Defendants’ appeal in its entirety other than allowing only one Defendant to proceed with his breach of fiduciary duty counterclaim. On October 27, 2017, the Defendants moved the First Department for leave to appeal its decision to the New York Court of Appeals. On December 28, 2017, the First Department denied the Defendants’ motion for leave to appeal to the New York Court of Appeals. On April 24, 2018, the Defendants filed a Second Amended Answer, Counterclaims, Cross-claims and Third-Party Complaint, which contains eight counterclaims and cross-claims. The Defendants are seeking declaratory relief and damages of no less than $60.0 million, as well as statutory interest. Discovery is complete. Both the PWP Plaintiffs and the Defendants subsequently moved for summary judgment. As of March 20, 2020, the parties had completed briefing their respective motions for summary judgment. The PWP Plaintiffs moved affirmatively for summary judgment on each of their 14 claims and also moved for dismissal of each of the Defendants’ remaining eight counterclaims and cross-claims. The Defendants moved affirmatively for summary judgment on four of their eight counterclaims and cross-claims and also moved for dismissal of each of the PWP Plaintiffs’ 14 claims. The Court held oral argument on the motions for summary judgment on May 27, 2021. The Court has yet to issue a decision on the motions for summary judgement. In addition, on January 19, 2022, Defendants filed a motion for leave to renew one of their counterclaims brought under the New York Labor Law that the Court dismissed in 2016 (the dismissal of which was affirmed by the First Department in 2017). That motion was fully briefed as of February 3, 2022. We believe that our 14 causes of action are meritorious. Further, we believe that we have substantial meritorious defenses to the Defendants’ remaining counterclaims and cross-claims and plan to vigorously contest them. Litigation, however, can be uncertain and there can be no assurance that any judgment for one or more of the Defendants or other outcome of the case would not have a material adverse effect on us. Additionally, even if we prevail in the litigation and are awarded damages, we do not know if we will be able to fully collect on any judgment against any or all Defendants. Legal and professional fees incurred related to this litigation are presented net of expected insurance reimbursement within Professional fees in the Condensed Consolidated Statements of Operations. |
Business Information
Business Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Information | Note 18—Business Information The Company’s activities of providing advisory services for M&A, private placements and financial advisory, as well as services for underwriting of securities offered for sale in public markets, commissions for the brokerage of publicly traded securities and equity research constitute a single business segment. The Company is organized as one operating segment in order to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of its senior professionals across the Company. The Company has a single operating segment and therefore a single reportable segment. There was no individual client that accounted for more than 10% of aggregate revenue for the three months ended March 31, 2023. For the three months ended March 31, 2022, revenues of $26.1 million related to one individual client accounted for more than 10% of aggregate revenue. Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the Company taken as a whole, not by geographic region. The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be indicative of the geography in which the Company’s clients are located: Three Months Ended 2023 2022 Revenues United States $ 95,538 $ 92,158 International 35,888 59,718 Total $ 131,426 $ 151,876 March 31, 2023 December 31, 2022 Assets United States $ 385,440 $ 531,590 International 139,065 185,503 Total $ 524,505 $ 717,093 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19—Subsequent Events The Company has evaluated subsequent events through the issuance date of these condensed consolidated financial statements. On May 3, 2023, the Board of Directors of PWP declared a cash dividend of $0.07 per share of Class A common stock. This dividend will be paid on June 9, 2023 to Class A common stockholders of record on May 26, 2023. Holders of Class B common stock will also receive dividends equal to the amount of dividends made on 0.001 shares of Class A common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements reflect the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All intercompany balances and transactions between the consolidated subsidiaries comprising the Company have been eliminated in the accompanying condensed consolidated financial statements. These condensed consolidated financial statements and notes thereto are unaudited, and as permitted by the interim reporting rules and regulations set forth by the Securities and Exchange Commission (the “SEC”), exclude certain financial information and note disclosures normally included in annual audited financial statements prepared in accordance with U.S. GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. The condensed consolidated financial statements reflect all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. |
Consolidation | ConsolidationThe Company’s policy is to consolidate entities in which the Company has a controlling financial interest and variable interest entities where the Company is deemed to be the primary beneficiary. The Company is deemed to be the primary beneficiary of a variable interest entity (“VIE”) when it has both (i) the power to make the decisions that most significantly affect the economic performance of the VIE and (ii) the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. PWP is the primary beneficiary of and consolidates PWP OpCo, a VIE. As of March 31, 2023 and December 31, 2022, the net assets of PWP OpCo were $231.6 million and $237.9 million, respectively. As of March 31, 2023 and December 31, 2022, the Company did not consolidate any VIEs other than PWP OpCo. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes both cash and interest-bearing money market accounts and cash equivalents are defined as highly liquid investments with original maturities of three months or less from the date of purchase. As of March 31, 2023 and December 31, 2022, the Company had no cash equivalents. The Company maintains cash with banks and brokerage firms, which from time to time may exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. As of March 31, 2023 and December 31, 2022, the Company had restricted cash of $2.6 million maintained as collateral for letters of credit related to certain office leases. A reconciliation of the Company’s cash, cash equivalents and restricted cash as of March 31, 2023 and March 31, 2022 is presented below: March 31, 2023 2022 Cash $ 104,957 $ 223,142 Cash equivalents — — Restricted cash 2,624 1,995 Cash, cash equivalents and restricted cash as shown on statements of cash flows $ 107,581 $ 225,137 |
Foreign Currencies | Foreign Currencies In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency. The Company recognized net foreign exchange gains (losses) arising from such transactions of $(1.1) million and $1.4 million during the three months ended March 31, 2023 and 2022, respectively, which are included in Other income (expense) in the Condensed Consolidated Statements of Operations. In addition, the Company consolidates its foreign subsidiaries that have non-U.S. dollar functional currencies. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains and losses are generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive loss in the Condensed Consolidated Statements of Changes in Equity. |
Recent Accounting Pronouncements and Future Adoption of Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements that had a material effect on the Company’s condensed consolidated financial statements. Future Adoption of Accounting Pronouncements No changes to U.S. GAAP that are not yet effective are expected to have a material effect on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | A reconciliation of the Company’s cash, cash equivalents and restricted cash as of March 31, 2023 and March 31, 2022 is presented below: March 31, 2023 2022 Cash $ 104,957 $ 223,142 Cash equivalents — — Restricted cash 2,624 1,995 Cash, cash equivalents and restricted cash as shown on statements of cash flows $ 107,581 $ 225,137 |
Revenue and Receivables from _2
Revenue and Receivables from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates the Company’s revenue between over time and point in time recognition: Three Months Ended 2023 2022 Over time $ 124,329 $ 146,598 Point in time 7,097 5,278 Total revenues $ 131,426 $ 151,876 |
Schedule of Allowance for Credit Losses | The allowance for credit losses activity for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended 2023 2022 Beginning balance $ 1,143 $ 1,851 Bad debt expense 162 284 Write-offs (83) (730) Recoveries — — Foreign currency translation and other adjustments 5 (27) Ending balance $ 1,227 $ 1,378 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Summary of Operating Leases | Other information as it relates to the Company’s operating leases was as follows: March 31, 2023 December 31, 2022 Weighted-average discount rate - operating leases 4.6% 4.6% Weighted-average remaining lease term - operating leases 14.8 years 14.9 years Three Months Ended 2023 2022 Operating lease cost $ 5,384 $ 4,635 Variable lease cost 1,350 442 Sublease income - operating leases (159) (203) Total net lease cost $ 6,575 $ 4,874 Cash paid for lease obligation $ 2,391 $ 4,988 |
Schedule of Operating Lease Maturities | As of March 31, 2023, the maturities of undiscounted operating lease liabilities of the Company are as follows: Years Ending: Operating Leases Sublease Income Net Remainder of 2023 $ (2,879) $ 192 $ (3,071) 2024 7,409 — 7,409 2025 18,313 — 18,313 2026 19,362 — 19,362 2027 18,529 — 18,529 Thereafter 188,077 — 188,077 Total lease payments (1) 248,811 $ 192 $ 248,619 Less: Imputed Interest (80,034) Total lease liabilities $ 168,777 __________________ (1) Total future lease payments are presented net of expected lease incentives, including landlord contributions to tenant improvements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Components of Gross and Net Intangible Asset | Below is the detail of the intangible assets: March 31, 2023 Gross Amount Accumulated Amortization Net Customer relationships $ 47,400 $ (30,020) $ 17,380 Trade names and trademarks 18,400 (11,653) 6,747 Total $ 65,800 $ (41,673) $ 24,127 December 31, 2022 Gross Amount Accumulated Amortization Net Customer relationships $ 47,400 $ (28,835) $ 18,565 Trade names and trademarks 18,400 (11,193) 7,207 Total $ 65,800 $ (40,028) $ 25,772 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Leasehold improvements $ 57,709 $ 76,389 Furniture and fixtures 9,383 15,313 Equipment 19,400 21,382 Software 5,920 6,945 Total 92,412 120,029 Less: Accumulated depreciation and amortization (30,932) (71,639) Fixed assets, net $ 61,480 $ 48,390 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company's Tax Position | The following table summarizes the Company’s tax position for the periods presented: Three Months Ended 2023 2022 Income (loss) before income taxes $ (22,134) $ 4,048 Income tax benefit (expense) $ (5,286) $ (2,996) Effective income tax rate (23.9) % 74.0 % |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Expense Related to Awards | The following table presents the expense related to awards that were recorded in Professional fees and components of Equity-based compensation included on the Condensed Consolidated Statements of Operations: Three Months Ended 2023 2022 Professional fees PWP Incentive Plan Awards $ 595 $ 515 Total Professional fees $ 595 $ 515 Equity-based compensation PWP Incentive Plan Awards $ 27,337 $ 22,180 Legacy Awards (1) 3,225 3,339 Professional Partners Awards (1) 17,109 15,371 Total Equity-based compensation $ 47,671 $ 40,890 Income tax benefit of equity-based awards $ 3,559 $ 3,239 __________________ |
Transaction Pool PSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Performance Based Restricted Stock Units | The following table summarizes the balance of unvested Transaction Pool PSUs and activity during the three months ended March 31, 2023: Transaction Pool PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 3,076,297 $ 12.73 Granted (1) 7,750 12.74 Vested — — Forfeited — — Balance at March 31, 2023 3,084,047 $ 12.73 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional Transaction Pool PSUs that were granted from the General Share Reserve. |
Transaction Pool RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Units | The following table summarizes the balance of unvested Transaction Pool RSUs and activity during the three months ended March 31, 2023: Transaction Pool RSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 2,589,976 $ 13.97 Granted (1) 4,186 13.97 Vested — — Forfeited (9,716) 13.97 Balance at March 31, 2023 2,584,446 $ 13.97 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional Transaction Pool RSUs that were granted from the General Share Reserve. |
Long-Term Incentive Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Units | The following table summarizes the balance of unvested 2021 Long-Term Incentive Awards and activity during the three months ended March 31, 2023: 2021 Long-Term Incentive Awards Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 9,000,000 $ 9.55 Granted — — Vested — — Forfeited — — Balance at March 31, 2023 9,000,000 $ 9.55 |
General RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Units | The following table summarizes the balance of unvested General RSUs and 2023 Long-Term Incentive Awards (together, the “Other General Reserve Awards”) and activity during the three months ended March 31, 2023: Other General Reserve Awards Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 7,144,227 $ 10.10 Granted (1) 7,793,265 9.62 Vested (2,470,713) 10.11 Forfeited (4,660) 10.08 Balance at March 31, 2023 12,462,119 $ 9.80 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional General RSUs that were granted from the General Share Reserve. |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Class A Common Shareholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Class A Common Shareholders | The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below: Three Months Ended Three Months Ended Numerator: Net income (loss) attributable to Perella Weinberg Partners – basic $ (5,123) $ 8,894 Dilutive effect from assumed exchange of PWP OpCo Units, net of tax (26,878) (9,328) Net income (loss) attributable to Perella Weinberg Partners – diluted $ (32,001) $ (434) Denominator: Weighted average shares of Class A common stock outstanding – basic 42,317,827 45,917,935 Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 44,293,191 47,313,397 Weighted average shares of Class A common stock outstanding – diluted 86,611,018 93,231,332 Net income (loss) per share attributable to Class A common shareholders Basic $ (0.12) $ 0.19 Diluted $ (0.37) $ 0.00 |
Schedule of Weighted Average Potentially Dilutive Shares Excluded from Computation of Diluted Net Income (Loss) Per Share | The following table presents the weighted average potentially dilutive shares that were excluded from the calculation of diluted net income (loss) per share under the treasury stock method or if-converted method, as applicable, because the effect of including such potentially dilutive shares was antidilutive for the period presented: Three Months Ended Three Months Ended Warrants (1) n/a — PWP Incentive Plan Awards 1,727,070 295,216 Total 1,727,070 295,216 __________________ (1) Prior to the Warrant Exchange Offer on August 23, 2022, the warrants were out-of-the-money which resulted in no potentially dilutive shares under the treasury stock method. For the three months ended March 31, 2023, the warrants were not outstanding, and thus, they are not applicable. Refer to Note 11—Warrants for further information regarding the Warrant Exchange Offer. |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements And Investments [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the categorization and fair value estimate of the Company’s financial instruments that are measured on a recurring basis pursuant to the above fair value hierarchy levels as of March 31, 2023 and December 31, 2022: March 31, 2023 Level 1 Level 2 Level 3 Total Financial asset U.S. Treasury securities (1) $ 24,962 $ — $ — $ 24,962 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets U.S. Treasury securities (2) $ — $ 140,110 $ — $ 140,110 Cash surrender value of company-owned life insurance — 488 — 488 Total financial assets $ — $ 140,598 $ — $ 140,598 __________________ (1) Consists of U.S. Treasury bills that mature on January 25, 2024. (2) Consists of U.S. Treasury notes that matured on January 31, 2023. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Components of Related Party Revenues | The following table shows the components of income from PWP Capital Holdings LP reported within Related party income in the Condensed Consolidated Statements of Operations for the periods presented: Three Months Ended 2023 2022 TSA income – Compensation related $ 92 $ 205 TSA income – Non-compensation related 22 120 Sublease income 159 203 Total income from PWP Capital Holdings LP $ 273 $ 528 |
Schedule of Estimated Payments Under Tax Receivable Agreement | The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made: Years Ending: Estimated Payments Under Tax Receivable Agreement Remainder of 2023 $ — 2024 1,091 2025 1,340 2026 1,388 2027 1,418 Thereafter 19,879 Total payments $ 25,116 |
Business Information (Tables)
Business Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Geographical Distribution of Revenues and Assets Based on the Location of the Office | The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be indicative of the geography in which the Company’s clients are located: Three Months Ended 2023 2022 Revenues United States $ 95,538 $ 92,158 International 35,888 59,718 Total $ 131,426 $ 151,876 March 31, 2023 December 31, 2022 Assets United States $ 385,440 $ 531,590 International 139,065 185,503 Total $ 524,505 $ 717,093 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Restricted cash | 2,624,000 | 1,995,000 | 2,596,000 |
Variable Interest Entity [Line Items] | |||
Assets | 524,505,000 | 717,093,000 | |
Foreign currency transaction gain (loss), before tax | (1,100,000) | $ 1,400,000 | |
PWP OpCo | |||
Variable Interest Entity [Line Items] | |||
Assets | $ 231,600,000 | $ 237,900,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 104,957 | $ 223,142 | ||
Restricted cash | 2,624 | $ 2,596 | 1,995 | |
Cash, cash equivalents and restricted cash as shown on statements of cash flows | $ 107,581 | $ 174,166 | $ 225,137 | $ 504,775 |
Revenue and Receivables from _3
Revenue and Receivables from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 131,426 | $ 151,876 |
Over time | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 124,329 | 146,598 |
Point in time | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 7,097 | $ 5,278 |
Revenue and Receivables from _4
Revenue and Receivables from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | May 04, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Reimbursable expenses recorded as revenue | $ 1,200 | $ 300 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Reimbursable expenses recorded as revenue | 1,200 | 300 | ||
Contract with customer, performance obligation satisfied in previous period | 94,200 | 119,900 | ||
Deferred revenue | 3,029 | $ 5,014 | ||
Deferred revenue recognized | 2,900 | $ 3,800 | ||
Accrued revenue included in accounts receivable | 14,500 | 5,100 | ||
Accounts receivable, net of allowance | 45,414 | 67,906 | ||
Two Clients | Client Accounting for More than 10% of Aggregate Receivable | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Accounts receivable, net of allowance | $ 28,400 | |||
Two Clients | Accounts Receivable | Client Accounting for More than 10% of Aggregate Receivable | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Accounts receivable, net of allowance | 15,500 | |||
Two Clients | Accounts Receivable | Client Accounting for More than 10% of Aggregate Receivable | Subsequent Event | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Accounts receivable, net of allowance | $ 10,000 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Aggregate amount of transaction price allocated to performance obligations yet to be satisfied | $ 2,400 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue and Receivables from _5
Revenue and Receivables from Contracts with Customers - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 1,143 | $ 1,851 |
Bad debt expense | 162 | 284 |
Write-offs | (83) | (730) |
Recoveries | 0 | 0 |
Foreign currency translation and other adjustments | 5 | (27) |
Ending balance | $ 1,227 | $ 1,378 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Right-of-use asset obtained in exchange for operating lease liability | $ 177 | $ 1,649 | ||
U.K. Office | ||||
Lessee, Lease, Description [Line Items] | ||||
Extended lease term | 12 years | |||
New York Office | ||||
Lessee, Lease, Description [Line Items] | ||||
Extended lease term | 16 years | |||
Right-of-use asset obtained in exchange for operating lease liability | $ 66,300 | |||
New York And U.K. Office | ||||
Lessee, Lease, Description [Line Items] | ||||
Right-of-use asset obtained in exchange for operating lease liability | $ 62,300 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Weighted-average discount rate - operating leases | 4.60% | 4.60% | |
Weighted-average remaining lease term - operating leases | 14 years 9 months 18 days | 14 years 10 months 24 days | |
Operating lease cost | $ 5,384 | $ 4,635 | |
Variable lease cost | 1,350 | 442 | |
Sublease income - operating leases | (159) | (203) | |
Total net lease cost | 6,575 | 4,874 | |
Cash paid for lease obligation | $ 2,391 | $ 4,988 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Remainder of 2023 | $ (2,879) | |
2024 | 7,409 | |
2025 | 18,313 | |
2026 | 19,362 | |
2027 | 18,529 | |
Thereafter | 188,077 | |
Total lease payments | 248,811 | |
Less: Imputed Interest | (80,034) | |
Total lease liabilities | 168,777 | $ 165,601 |
Sublease Income | ||
Remainder of 2023 | 192 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total lease payments | 192 | |
Net Payments | ||
Remainder of 2023 | (3,071) | |
2024 | 7,409 | |
2025 | 18,313 | |
2026 | 19,362 | |
2027 | 18,529 | |
Thereafter | 188,077 | |
Total lease payments | $ 248,619 |
Intangible Assets - Summary of
Intangible Assets - Summary of Components of Gross and Net Intangible Asset (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Gross Amount | $ 65,800 | $ 65,800 |
Accumulated Amortization | (41,673) | (40,028) |
Net Carrying Amount | 24,127 | 25,772 |
Customer relationships | ||
Gross Amount | 47,400 | 47,400 |
Accumulated Amortization | (30,020) | (28,835) |
Net Carrying Amount | 17,380 | 18,565 |
Trade names and trademarks | ||
Gross Amount | 18,400 | 18,400 |
Accumulated Amortization | (11,653) | (11,193) |
Net Carrying Amount | $ 6,747 | $ 7,207 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Finite-Lived intangible asset, useful life | 10 years |
Amortization expense | $ 1.6 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |
Finite-lived intangible asset, expected amortization, remainder of 2023 | 6.6 |
Finite-lived intangible asset, expected amortization, 2024 | 6.6 |
Finite-lived intangible asset, expected amortization, 2025 | 6.6 |
Finite-lived intangible asset, expected amortization, 2026 | $ 6 |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 92,412 | $ 120,029 |
Less: Accumulated depreciation and amortization | (30,932) | (71,639) |
Fixed assets, net | 61,480 | 48,390 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 57,709 | 76,389 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,383 | 15,313 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,400 | 21,382 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,920 | $ 6,945 |
Fixed Assets - Additional infor
Fixed Assets - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 1.1 | $ 1.1 |
Software development | ||
Property Plant And Equipment [Line Items] | ||
Amortization expense | $ 0.1 | $ 0.2 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Company's Tax Position (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before income taxes | $ (22,134) | $ 4,048 |
Income tax benefit (expense) | $ (5,286) | $ (2,996) |
Effective income tax rate | (23.90%) | 74% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 5.8 | $ 5.6 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 14 Months Ended | ||||
Jan. 21, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Feb. 08, 2023 | Feb. 16, 2022 | |
Class of Stock [Line Items] | ||||||
Treasury stock purchase, value | $ 14,754 | $ 1,598 | ||||
Class B distribution rate compared to Class A | 0.001 | 0.001 | ||||
Proceeds from the Offering, net of underwriting discount | $ 0 | $ 36,526 | ||||
Professional Partners and ILPs | ||||||
Class of Stock [Line Items] | ||||||
Noncontrolling interest, units owned (in Shares) | 43,778,015 | 43,778,015 | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 50.80% | 50.80% | ||||
Class A common stock | ||||||
Class of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 100,000 | $ 100,000 | ||||
Treasury stock purchase (in Shares) | 1,457,304 | 172,303 | 11,001,320 | |||
Treasury stock purchase, value | $ 14,800 | $ 1,600 | ||||
Share price (in Dollars per Share) | $ 7.58 | |||||
Conversion ratio | 1 | 1 | ||||
Class A common stock | Follow-on public offering | ||||||
Class of Stock [Line Items] | ||||||
Common stock, new shares issued, shares (in shares) | 3,502,033 | |||||
Shares issued, price per share (in Dollars per Share) | $ 10.75 | |||||
Proceeds from the Offering, net of underwriting discount | $ 37,600 | |||||
Payment of financing and stock issuance costs (in Dollars per Share) | $ 0.32 | |||||
Payment of underwriting discounts and commissions | $ 1,100 | |||||
Deferred offering costs, net of proceeds from offering | $ 1,300 | |||||
Class A common stock | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, new shares issued, shares (in shares) | 3,502,033 | |||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (in shares) | 786,644 | 337,048 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Unamortized debt discounts and issuance costs | $ (300,000) | $ (400,000) | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding under revolving line of credit facility | 0 | $ 0 | ||
Debt issuance costs | $ 1,800,000 | |||
Interest expense | 0 | $ 0 | ||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 23, 2022 | Aug. 22, 2022 |
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities purchasable for each warrant or right (in Shares) | 1 | |||
Warrants and rights outstanding | $ 0 | $ 0 | ||
Warrant exercise price (in Dollars per Share) | $ 11.50 | |||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants and rights outstanding | $ 0 | $ 0 | ||
Valid Tender | Class A Common Stock, par value $0.0001 per share | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities purchasable for each warrant or right (in Shares) | 0.20 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Transaction Pool PSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 22.8 | |
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years 6 months | |
Vested | 0 | 0 |
Weighted average grant date fair value, granted (in Dollars per Share) | $ 12.74 | |
Transaction Pool PSUs | $12 Price Tranche | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Market condition share price achieved (in Dollars per Share) | 12 | |
Transaction Pool PSUs | $13.50 Price Tranche | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Market condition share price achieved (in Dollars per Share) | $ 13.50 | |
Transaction Pool RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 23.6 | |
Weighted average period of unrecognized compensation cost related to unvested awards | 1 year 7 months 6 days | |
Vested | 0 | |
Total fair value of RSUs vested | $ 8.1 | |
Weighted average grant date fair value, granted (in Dollars per Share) | $ 13.97 | |
Long-Term Incentive Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 49.7 | |
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years 7 months 6 days | |
Vested | 0 | |
Weighted average grant date fair value, granted (in Dollars per Share) | $ 0 | |
General RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 105.8 | |
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years 6 months | |
Vested | 2,470,713 | |
Total fair value of RSUs vested | $ 25 | $ 4.5 |
Weighted average grant date fair value, granted (in Dollars per Share) | $ 9.62 | $ 9.96 |
Legacy Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 6.4 | |
Weighted average period of unrecognized compensation cost related to unvested awards | 6 months | |
Professional Partners Award | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 189.1 | |
Weighted average period of unrecognized compensation cost related to unvested awards | 3 years 1 month 6 days | |
Business Combination Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 96.2 | |
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years 3 months 18 days | |
2023 Long-Term Incentive Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Period required to achieve certain conditions | 20 days | |
Threshold period required for satisfy certain condition | 30 days | |
Risk-free interest rate | 4.10% | |
Dividend yield | 2.70% | |
Volatility factor | 34.90% | |
2023 Long-Term Incentive Awards | $15 Price Tranche | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ 15 | |
Percentage of vesting award | 50% | |
2023 Long-Term Incentive Awards | $20 Price Tranche | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ 20 | |
Percentage of vesting award | 80% | |
2023 Long-Term Incentive Awards | $25 Price Tranche | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ 25 | |
Percentage of vesting award | 95% | |
2023 Long-Term Incentive Awards | $30 Price Tranche | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ 30 | |
Percentage of vesting award | 100% | |
Minimum | General RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting period (in years) | 1 year | |
Maximum | General RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting period (in years) | 5 years | |
Perella Weinberg Partners 2021 Omnibus Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total shares remained reserved for issuance (in Shares) | 6,274,486 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity Related to Unvested Transaction Pool PSUs (Details) - Transaction Pool PSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Number of Shares | ||
Beginning balance (in Shares) | 3,076,297 | |
Granted (in Shares) | 7,750 | |
Vested (in Shares) | 0 | 0 |
Forfeited (in Shares) | 0 | |
Ending balance (in Shares) | 3,084,047 | |
Weighted Average Grant Date Fair Value Per Share | ||
Weighted average grant date fair Value, beginning balance (in Dollars per Share) | $ 12.73 | |
Weighted average grant date fair value, granted (in Dollars per Share) | 12.74 | |
Weighted average grant date fair value, vested (in Dollars per Share) | 0 | |
Weighted average grant date fair value, forfeited (in Dollars per Share) | 0 | |
Weighted average grant date fair Value, ending valance (in Dollars per Share) | $ 12.73 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Related to Unvested Transaction Pool RSUs (Details) - Transaction Pool RSUs | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in Shares) | shares | 2,589,976 |
Granted (in Shares) | shares | 4,186 |
Vested (in Shares) | shares | 0 |
Forfeited (in Shares) | shares | (9,716) |
Ending balance (in Shares) | shares | 2,584,446 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted average grant date fair Value, beginning balance (in Dollars per Share) | $ / shares | $ 13.97 |
Weighted average grant date fair value, granted (in Dollars per Share) | $ / shares | 13.97 |
Weighted average grant date fair value, vested (in Dollars per Share) | $ / shares | 0 |
Weighted average grant date fair value, forfeited (in Dollars per Share) | $ / shares | 13.97 |
Weighted average grant date fair Value, ending valance (in Dollars per Share) | $ / shares | $ 13.97 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Activity Related to Unvested Management PSUs (Details) - Long-Term Incentive Awards | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in Shares) | shares | 9,000,000 |
Granted (in Shares) | shares | 0 |
Vested (in Shares) | shares | 0 |
Forfeited (in Shares) | shares | 0 |
Ending balance (in Shares) | shares | 9,000,000 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted average grant date fair Value, beginning balance (in Dollars per Share) | $ / shares | $ 9.55 |
Weighted average grant date fair value, granted (in Dollars per Share) | $ / shares | 0 |
Weighted average grant date fair value, vested (in Dollars per Share) | $ / shares | 0 |
Weighted average grant date fair value, forfeited (in Dollars per Share) | $ / shares | 0 |
Weighted average grant date fair Value, ending valance (in Dollars per Share) | $ / shares | $ 9.55 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Activity Related to Unvested Transaction Pool Performance Restricted Stock Units (Details) - General RSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in Shares) | 7,144,227 | |
Granted (in Shares) | 7,793,265 | |
Vested (in Shares) | (2,470,713) | |
Forfeited (in Shares) | (4,660) | |
Ending balance (in Shares) | 12,462,119 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average grant date fair Value, beginning balance (in Dollars per Share) | $ 10.10 | |
Weighted average grant date fair value, granted (in Dollars per Share) | 9.62 | $ 9.96 |
Weighted average grant date fair value, vested (in Dollars per Share) | 10.11 | |
Weighted average grant date fair value, forfeited (in Dollars per Share) | 10.08 | |
Weighted average grant date fair Value, ending valance (in Dollars per Share) | $ 9.80 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Activity Related to Unvested General RSUs (Details) - General RSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in Shares) | 7,144,227 | |
Granted (in Shares) | 7,793,265 | |
Vested (in Shares) | (2,470,713) | |
Forfeited (in Shares) | (4,660) | |
Ending balance (in Shares) | 12,462,119 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average grant date fair Value, beginning balance (in Dollars per Share) | $ 10.10 | |
Weighted average grant date fair value, granted (in Dollars per Share) | 9.62 | $ 9.96 |
Weighted average grant date fair value, vested (in Dollars per Share) | 10.11 | |
Weighted average grant date fair value, forfeited (in Dollars per Share) | 10.08 | |
Weighted average grant date fair Value, ending valance (in Dollars per Share) | $ 9.80 |
Equity-Based Compensation - S_6
Equity-Based Compensation - Summary of Awards Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total Professional fees | $ 7,553 | $ 10,303 |
Total Equity-based compensation | 47,671 | 40,890 |
Income tax benefit of equity-based awards | 3,559 | 3,239 |
PWP Incentive Plan Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total Professional fees | 595 | 515 |
Total Equity-based compensation | 27,337 | 22,180 |
Legacy Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total Equity-based compensation | 3,225 | 3,339 |
Professional Partners Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total Equity-based compensation | $ 17,109 | $ 15,371 |
Other Compensation and Benefi_2
Other Compensation and Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | ||
Costs incurred for employee benefit plans | $ 1.7 | $ 1.5 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Class A Common Shareholders - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Class A Common Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income (loss) attributable to Perella Weinberg Partners – basic | $ (5,123) | $ 8,894 |
Dilutive effect from assumed exchange of PWP OpCo Units, net of tax | (26,878) | (9,328) |
Net income (loss) attributable to Perella Weinberg Partners – diluted | $ (32,001) | $ (434) |
Denominator: | ||
Weighted average shares of Class A common stock outstanding - basic (in Shares) | 42,317,827 | 45,917,935 |
Weighted average number of incremental shares from assumed exchange of PWP OpCo Units (in Shares) | 44,293,191 | 47,313,397 |
Weighted average shares of Class A common stock outstanding - diluted (in Shares) | 86,611,018 | 93,231,332 |
Net income (loss) per share attributable to Class A common shareholders | ||
Basic (in Dollars per Share) | $ (0.12) | $ 0.19 |
Diluted (in Dollars per Share) | $ (0.37) | $ 0 |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Class A Common Shareholders - Schedule of Weighted Average Potentially Dilutive Shares Excluded from Computation of Diluted Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in Shares) | 1,727,070 | 295,216 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in Shares) | 0 | |
PWP Incentive Plan Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in Shares) | 1,727,070 | 295,216 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financial asset | ||
U.S. Treasury securities (1) | $ 24,962 | $ 140,110 |
Cash surrender value of company-owned life insurance | 488 | |
Total financial assets | 140,598 | |
Level 1 | ||
Financial asset | ||
U.S. Treasury securities (1) | 24,962 | 0 |
Cash surrender value of company-owned life insurance | 0 | |
Total financial assets | 0 | |
Level 2 | ||
Financial asset | ||
U.S. Treasury securities (1) | 0 | 140,110 |
Cash surrender value of company-owned life insurance | 488 | |
Total financial assets | 140,598 | |
Level 3 | ||
Financial asset | ||
U.S. Treasury securities (1) | $ 0 | 0 |
Cash surrender value of company-owned life insurance | 0 | |
Total financial assets | $ 0 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements And Investments [Abstract] | ||
Investment owned, at cost | $ 25 | $ 139.2 |
Net realized and unrealized gain (loss) on treasury securities | $ 0.4 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Components of Related Party Revenues and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party income | ||
Related party income | $ 273 | $ 558 |
Sublease income | 159 | 203 |
TSA Compensation Related | ||
Related Party income | ||
Related party income | 92 | 205 |
TSA Non Compensation Related | ||
Related Party income | ||
Related party income | 22 | 120 |
TSA | ||
Related Party income | ||
Related party income | $ 273 | $ 528 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Tax savings agreement, percent | 85% | |||
Amount due pursuant to tax receivable agreement | $ 25,116 | $ 22,991 | ||
Partner promissory notes recognized as a reduction in equity | 3,600 | 3,500 | ||
Non-cash paydown of Partner promissory notes | 0 | $ 2,567 | ||
Due from related parties | 3,382 | 3,362 | ||
Partners | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 3,400 | $ 3,400 | ||
Entity Controlled by Director | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 500 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Estimated Payments Under Tax Receivable Agreement (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions [Abstract] | ||
Remainder of 2023 | $ 0 | |
2024 | 1,091 | |
2025 | 1,340 | |
2026 | 1,388 | |
2027 | 1,418 | |
Thereafter | 19,879 | |
Total payments | $ 25,116 | $ 22,991 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | |||||||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 19, 2022 claim | Mar. 20, 2020 claim | Aug. 24, 2018 claim | Aug. 18, 2016 claim | Nov. 09, 2015 claim | Oct. 20, 2015 claim | |
Loss Contingencies [Line Items] | ||||||||
Relief and damages sought value | $ | $ 60,000,000 | |||||||
Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending plaintiffs claims, number | claim | 14 | 8 | 7 | 14 | 14 | |||
Pending Litigation after Pending Dismissal | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending defendants claims, number | claim | 4 | |||||||
Pending Dismissal | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending counterclaims, number | claim | 8 | |||||||
Pending Motion For Leave to Renew | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending counterclaims, number | claim | 1 | |||||||
Guarantee of Indebtedness of Others | Partners | ||||||||
Loss Contingencies [Line Items] | ||||||||
Estimate of possible loss | $ | 0 | $ 1,600,000 | ||||||
Default loan | $ | 0 | 0 | ||||||
Indemnification Guarantee | ||||||||
Loss Contingencies [Line Items] | ||||||||
Estimate of possible loss | $ | $ 0 | $ 0 |
Business Information - Addition
Business Information - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) Segment client | Mar. 31, 2022 USD ($) client | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | Segment | 1 | |
Number of reportable segments | Segment | 1 | |
Revenues | $ | $ 131,426 | $ 151,876 |
Client Accounting for More than 10% of Aggregate Revenue | Revenue | ||
Segment Reporting Information [Line Items] | ||
Number of clients over 10% benchmark | client | 0 | 1 |
Client Accounting for More than 10% of Aggregate Revenue | Revenue | One Client | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ | $ 26,100 |
Business Information - Schedule
Business Information - Schedule of Geographical Distribution of Revenues and Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 131,426 | $ 151,876 | |
Assets | 524,505 | $ 717,093 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 95,538 | 92,158 | |
Assets | 385,440 | 531,590 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 35,888 | $ 59,718 | |
Assets | $ 139,065 | $ 185,503 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | ||
May 03, 2023 $ / shares | Sep. 30, 2022 $ / shares | Mar. 31, 2022 $ / shares | |
Class A common stock | |||
Subsequent Event [Line Items] | |||
Dividend declared (in Dollars per Share) | $ 0.07 | $ 0.07 | |
Subsequent Event | Class A common stock | |||
Subsequent Event [Line Items] | |||
Dividend declared (in Dollars per Share) | $ 0.07 | ||
Subsequent Event | Class B common stock | |||
Subsequent Event [Line Items] | |||
Class B dividends rate compared to Class A | 0.001 |