Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 08, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39558 | ||
Entity Registrant Name | PERELLA WEINBERG PARTNERS | ||
Entity Incorporation, State or 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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 454,601 | ||
Documents Incorporated by Reference | Portions of Perella Weinberg Partners’ Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021 are incorporated by reference in Item 12 of Part III of this Form 10-K. | ||
Entity Central Index Key | 0001777835 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | EXPLANATORY NOTEWe filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 with the Securities and Exchange Commission (“SEC”) on March 11, 2022 (the “Original Filing”). This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed solely to amend Part II, Item 8, “Report of Independent Registered Public Accounting Firm” of the Original Filing to correct a typographical error in Ernst & Young LLP’s (“EY”) financial statement audit opinion (the “Audit Opinion”). This Amendment corrects the typographical errors in the Audit Opinion by replacing “consolidated balance sheets” with “consolidated statements of financial condition” and by including “consolidated statements of operations” within the definition of “consolidated financial statements”. For convenience, we are refiling the entire Annual Report on Form 10-K, as amended, including new certifications by our principal executive officer and principal financial officer, which are being filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Amendment.Except as described above, no other changes to the Original Filing are included in this Amendment. This Amendment speaks only as of the date of the Original Filing, and the Amendment does not modify or update the disclosures presented in the Original Filing other than as noted above, and does not reflect events occurring after the Original Filing. | ||
Class A common stock, par value $0.0001 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | PWP | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding (in Shares) | 46,939,793 | ||
Warrants, each whole warrant exercisable for one share of Class A common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock | ||
Trading Symbol | PWPPW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock, par value $0.0001 per share | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in Shares) | 46,318,952.737 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Firm ID | 42 |
Auditor Location | New York, New York |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 502,773 | $ 329,063 |
Restricted cash | 2,002 | 1,845 |
Accounts receivable, net of allowance | 46,914 | 40,802 |
Due from related parties | 4,225 | 289 |
Fixed assets, net of accumulated depreciation and amortization | 10,362 | 17,189 |
Intangible assets, net of accumulated amortization | 32,352 | 38,932 |
Goodwill | 34,383 | 34,383 |
Prepaid expenses and other assets | 24,313 | 25,792 |
Right-of-use lease assets | 39,912 | 53,444 |
Deferred tax asset, net | 21,091 | 1,214 |
Total assets | 718,327 | 542,953 |
Liabilities and Equity | ||
Accrued compensation and benefits | 311,500 | 213,524 |
Deferred compensation programs | 11,221 | 17,208 |
Accounts payable, accrued expenses and other liabilities | 31,048 | 22,246 |
Deferred revenue | 7,845 | 10,598 |
Lease liabilities | 43,448 | 58,229 |
Debt, net of unamortized debt discounts and issuance costs | 0 | 146,965 |
Warrant liabilities | 27,805 | 0 |
Amount due pursuant to tax receivable agreement | 14,108 | 0 |
Total liabilities | 446,975 | 468,770 |
Commitments and Contingencies | ||
Additional paid-in-capital | 158,131 | 0 |
Retained earnings (accumulated deficit) | (18,075) | 0 |
Accumulated other comprehensive income (loss) | (1,746) | (2,326) |
Treasury stock, at cost (1,000,000 shares of Class A common stock at December 31, 2021) | (12,000) | 0 |
Partners' capital | 0 | 76,509 |
Total Perella Weinberg Partners equity / Partners’ capital | 126,319 | 74,183 |
Non-controlling interests | 145,033 | 0 |
Total equity | 271,352 | 74,183 |
Total liabilities and equity | 718,327 | 542,953 |
Class A common stock | ||
Liabilities and Equity | ||
Common stock value | 4 | 0 |
Class B common stock | ||
Liabilities and Equity | ||
Common stock value | $ 5 | $ 0 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Condition (Parenthetical) | Dec. 31, 2021 $ / shares shares |
Treasury stock, shares (in Shares) | 1,000,000 |
Class A common stock | |
Common stock par value (in Dollars per Share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in Shares) | 1,500,000,000 |
Common stock, shares issued (in Shares) | 43,649,319 |
Common stock shares outstanding (in Shares) | 42,649,319 |
Class B common stock | |
Common stock par value (in Dollars per Share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in Shares) | 600,000,000 |
Common stock, shares issued (in Shares) | 50,154,199 |
Common stock shares outstanding (in Shares) | 50,154,199 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Revenues | $ 801,662 | $ 518,986 | $ 533,297 | |
Expenses | ||||
Compensation and benefits | 504,364 | 374,332 | 349,819 | |
Equity-based compensation | 96,330 | 24,815 | 193,299 | |
Total compensation and benefits | 600,694 | 399,147 | 543,118 | |
Professional fees | 41,891 | 42,880 | 39,265 | |
Technology and infrastructure | 28,355 | 27,281 | 27,070 | |
Rent and occupancy | 26,406 | 27,958 | 27,802 | |
Travel and related expenses | 6,261 | 5,725 | 19,656 | |
General, administrative and other expenses | 16,982 | 15,060 | 15,653 | |
Depreciation and amortization | 14,489 | 15,531 | 15,852 | |
Total expenses | 735,078 | 533,582 | 688,416 | |
Operating income (loss) | 66,584 | (14,596) | (155,119) | |
Non-operating income (expenses) | ||||
Related party income | 7,516 | 9,263 | 8,810 | |
Other income (expense) | 761 | 185 | 108 | |
Change in fair value of warrant liabilities | (4,897) | 0 | 0 | |
Loss on extinguishment of debt | (39,408) | 0 | 0 | |
Interest expense | (7,606) | (15,741) | (15,395) | |
Total non-operating income (expenses) | (43,634) | (6,293) | (6,477) | |
Income (loss) before income taxes | 22,950 | (20,889) | (161,596) | |
Income tax benefit (expense) | (18,927) | (3,453) | (2,423) | |
Net income (loss) | 4,023 | $ (24,342) | $ (164,019) | |
Less: Net income (loss) attributable to non-controlling interests | 13,444 | |||
Net income (loss) attributable to Perella Weinberg Partners | $ (9,421) | |||
Net income (loss) per share attributable to Class A common shareholders | ||||
Basic (in Dollars per Share) | [1] | $ (0.22) | ||
Diluted (in Dollars per Share) | [1] | $ (0.66) | ||
Weighted-average shares of Class A common stock outstanding | ||||
Basic (in Shares) | [1] | 42,595,712 | ||
Diluted (in Shares) | [1] | 92,749,911 | ||
[1]For the year ended December 31, 2021, net income (loss) per share of Class A common stock and weighted-average shares of Class A common stock outstanding is representative of the period from June 24, 2021 through December 31, 2021, the period following the Business Combination, as defined in Note 1—Organization and Nature of Business. For more information, refer to Note 15—Net Income (Loss) Per Share Attributable to Class A Common Shareholders. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 4,023 | $ (24,342) | $ (164,019) |
Foreign currency translation gain (loss) | (1,481) | 3,494 | 837 |
Comprehensive income (loss) | 2,542 | $ (20,848) | $ (163,182) |
Less: Comprehensive income (loss) attributable to non-controlling interests | 12,883 | ||
Comprehensive income (loss) attributable to Perella Weinberg Partners | $ (10,341) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | 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 | Limited Partner |
Beginning Balance at Dec. 31, 2018 | $ 99,176 | ||||||||
Beginning Balance at Dec. 31, 2018 | $ 92,519 | $ (6,657) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (164,019) | (164,019) | |||||||
Equity-based compensation | 193,299 | 193,299 | |||||||
Distributions to partners | (38,376) | (38,376) | |||||||
Other | (2,355) | (2,355) | |||||||
Foreign currency translation gain (loss) | 837 | 837 | |||||||
Liability awards reclassification to equity | 0 | ||||||||
Ending Balance at Dec. 31, 2019 | 87,725 | ||||||||
Ending Balance at Dec. 31, 2019 | 81,905 | (5,820) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
New accounting pronouncement adoption | (188) | (188) | |||||||
Net income (loss) | (24,342) | (24,342) | |||||||
Equity-based compensation | 24,815 | 24,815 | |||||||
Distributions to partners | (11,989) | (11,989) | |||||||
Other | 488 | 488 | |||||||
Foreign currency translation gain (loss) | 3,494 | 3,494 | |||||||
Liability awards reclassification to equity | 0 | ||||||||
Ending Balance at Dec. 31, 2020 | 76,509 | ||||||||
Ending Balance (in Shares) at Dec. 31, 2020 | 0 | 0 | 0 | ||||||
Ending Balance at Dec. 31, 2020 | 74,183 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | (2,326) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 4,023 | ||||||||
Net income (loss) prior to Business Combination | 59,857 | 59,857 | |||||||
Equity-based compensation prior to Business Combination | 11,761 | 11,761 | |||||||
Foreign currency translation gain (loss) prior to Business Combination | 526 | 526 | |||||||
Distributions to partners prior to Business Combination | (47,389) | (47,389) | |||||||
Other, prior to Business Combination | 374 | 374 | |||||||
Foreign currency translation gain (loss) | (1,481) | ||||||||
Effect of Business Combination | 188,322 | $ 4 | $ 5 | 133,832 | 974 | 154,619 | (101,112) | ||
Effect of Business Combination (in Shares) | 42,956,667 | 50,154,199 | |||||||
Net income (loss) after Business Combination | (55,834) | (9,421) | (46,413) | ||||||
Equity-based compensation after Business Combination | 85,272 | 45,594 | 39,678 | ||||||
Distributions to partners after Business Combination | (18,542) | (18,542) | |||||||
Liability awards reclassification to equity | 3,912 | 3,912 | |||||||
Issuance of Class A common stock for vested RSUs (in Shares) | 692,652 | ||||||||
Withholding payments on vested RSUs | (10,462) | (10,462) | |||||||
Dividends declared ($0.14 per share of Class A common stock) | (8,424) | 230 | (8,654) | ||||||
Foreign currency translation gain (loss) after Business Combination | (2,007) | (920) | (1,087) | ||||||
Other, after Business Combination | 1,803 | 870 | 933 | ||||||
Treasury stock purchase (in Shares) | (1,000,000) | ||||||||
Treasury stock purchase | (12,000) | $ (12,000) | |||||||
Change in ownership interests | 0 | (15,845) | 15,845 | ||||||
Ending Balance at Dec. 31, 2021 | $ 0 | ||||||||
Ending Balance (in Shares) at Dec. 31, 2021 | 43,649,319 | 50,154,199 | (1,000,000) | ||||||
Ending Balance at Dec. 31, 2021 | $ 271,352 | $ 4 | $ 5 | $ (12,000) | $ 158,131 | $ (18,075) | $ (1,746) | $ 145,033 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Common Stock | Class A common stock | |
Dividend declared (in Dollars per Share) | $ 0.14 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income (loss) | $ 4,023 | $ (24,342) | $ (164,019) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Loss on debt extinguishment | 39,408 | 0 | 0 |
Equity-based awards vesting expense | 97,033 | 24,815 | 193,299 |
Depreciation and amortization | 14,489 | 15,531 | 15,852 |
Amortization of debt discounts and deferred financing costs | 2,087 | 3,964 | 3,386 |
Change in fair value of warrant liabilities | 4,897 | 0 | 0 |
Non-cash operating lease expense | 17,361 | 17,069 | 14,462 |
Deferred taxes | (3,716) | (564) | 692 |
Bad debt expense | 646 | 2,991 | 2,270 |
Other | (319) | 19 | (147) |
Decrease (increase) in operating assets: | |||
Accounts receivable, net of allowance | (7,127) | 27,527 | (2,684) |
Due from related parties | (3,612) | 1,537 | (1,249) |
Prepaid expenses and other assets | (15,205) | 3,089 | (1,267) |
Increase (decrease) in operating liabilities: | |||
Accrued compensation and benefits | 103,851 | 19,348 | (148,421) |
Deferred compensation programs | (5,939) | 2,756 | 2,667 |
Accounts payable, accrued expenses and other liabilities | 7,780 | 2,966 | (5,555) |
Deferred revenue | (2,667) | 8,717 | 23 |
Lease liabilities | (18,082) | (19,516) | (15,416) |
Net cash provided by (used in) operating activities | 234,908 | 85,907 | (106,107) |
Cash flows from investing activities | |||
Distributions from company-owned life insurance policies | 0 | 0 | 150 |
Purchases of fixed assets | (1,462) | (5,522) | (7,417) |
Other | (978) | 0 | 0 |
Net cash provided by (used in) investing activities | (2,440) | (5,522) | (7,267) |
Cash flows from financing activities | |||
Proceeds from Business Combination, including PIPE Investment | 355,021 | 0 | 0 |
Payment of Business Combination costs | (23,895) | 0 | 0 |
Draw down of Revolving Credit Facility | 0 | 22,000 | 20,000 |
Principal payment on Revolving Credit Facility | (27,690) | (32,000) | (10,000) |
Redemption of Convertible Notes | (160,930) | 0 | 0 |
Redemption of partners’ interests | (104,540) | 0 | 0 |
Distributions to partners | (65,931) | (11,989) | (38,376) |
Dividends paid | (5,990) | 0 | 0 |
Withholding payments for vested RSUs | (10,462) | 0 | 0 |
Treasury stock purchases | (12,000) | 0 | 0 |
Debt issuance costs | (361) | 0 | 0 |
Proceeds from Partner Promissory Note | 1,757 | 0 | 0 |
Other | 0 | 0 | (1,837) |
Net cash provided by (used in) financing activities | (55,021) | (21,989) | (30,213) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3,580) | 5,930 | 1,638 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 173,867 | 64,326 | (141,949) |
Cash, cash equivalents and restricted cash, beginning of period | 330,908 | 266,582 | 408,531 |
Cash, cash equivalents and restricted cash, end of period | 504,775 | 330,908 | 266,582 |
Supplemental disclosure of non-cash investing activity | |||
Liability awards reclassification to equity | 3,912 | 0 | 0 |
Dividends declared and unpaid | 2,664 | 0 | 0 |
Lease liabilities arising from obtaining right-of-use lease assets | 4,111 | 14,192 | 2,314 |
Net assets of deconsolidated affiliate | 394 | 0 | 0 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 12,547 | 2,242 | 1,680 |
Cash paid for interest | $ 5,515 | $ 11,777 | $ 11,758 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
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 related to mission-critical strategic and financial decisions, mergers and acquisitions advice and execution, capital markets advisory, shareholder and defense advisory, capital structure and restructuring, underwriting, equity research and private capital raising. 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 through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction, one or more businesses or assets. On June 24, 2021 (the “Closing Date” or “Closing”), the Company consummated a business combination pursuant to that certain Business Combination Agreement, dated as of December 29, 2020, by and among FTIV, FinTech Investor Holdings IV, LLC, FinTech Masala Advisors, LLC (together with FinTech Investor Holdings IV, LLC, the “Sponsor”), PWP OpCo, PWP GP LLC, PWP Professional Partners LP (“Professional Partners”), and Perella Weinberg Partners LLC (“Professionals GP”) (the “Business Combination Agreement”). As contemplated by the Business Combination Agreement, (i) FTIV acquired certain partnership interests in PWP OpCo, (ii) PWP OpCo became jointly-owned by Perella Weinberg Partners, Professional Partners and certain existing partners of PWP OpCo, and (iii) PWP OpCo serves as the Company’s operating partnership as part of an umbrella limited partnership C-corporation (Up-C) structure (collectively with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). See Note 3—Business Combination for additional discussion related to the transaction. The operations of PWP OpCo are conducted through a wholly-owned subsidiary, Perella Weinberg Partners Group LP (“PWP Group”), and its subsidiaries which are consolidated in these financial statements. PWP GP LLC is the general partner that controls PWP OpCo. The limited partner interests of PWP OpCo are held by Investor Limited Partners (the “ILPs”) and Professional Partners. The Company shareholders are entitled to receive a portion of PWP OpCo’s economics through their direct ownership interests in shares of Class A common stock of PWP. The non-controlling interest owners of PWP OpCo receive economics through ownership of PWP OpCo Class A partnership units (“PWP OpCo Units”). See Note 11—Stockholders' Equity for additional information. Historical Transactions PWP OpCo was formed under Delaware law on November 30, 2016 in conjunction with a business combination between NoCo A L.P. and Tudor, Pickering, Holt & Co., LLC (the “TPH Business Combination”). Prior to February 28, 2019, PWP OpCo owned and operated two distinct businesses: investment banking advisory (“Advisory business”) and asset management (“Asset Management business”). On February 28, 2019 (the “Separation Date”), a reorganization of the existing 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. In connection with the Separation, the net assets primarily related to the Asset Management business were allocated to PWP Capital Holdings LP and the net assets primarily related to the Advisory business were allocated to PWP OpCo. Subsequent to the Separation, the ILPs and Professional Partners hold equity in both PWP OpCo and PWP Capital Holdings LP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The 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 consolidated financial statements. The Business Combination was treated as a reverse recapitalization transaction between entities under common control, whereby PWP OpCo was considered the accounting acquirer and predecessor entity and therefore recognized the carrying value of the net assets of FTIV as an equity contribution with no incremental goodwill or intangible assets. The historical operations of PWP OpCo are deemed to be those of the Company. Thus, the consolidated financial statements included in this Annual Report on Form 10-K reflect (i) the historical operating results of PWP OpCo prior to the Business Combination and (ii) the combined results of the Company following the Business Combination. See Note 3—Business Combination for additional discussion related to the transaction. Prior to the Separation in February 2019, assets and liabilities held by PWP Group were for both the Advisory and Asset Management businesses. Based on an evaluation of the guidance under SAB Topic 5.z.7, Accounting for the spin-off of a subsidiary, it was determined that the Separation should be reflected as a change in reporting entity. As such, the accompanying consolidated financial statements of the Company retroactively reflect the Separation, including all distributions and transactions in conjunction therewith, and exclude the Asset Management business for the year ended December 31, 2019. Assets and liabilities associated with the Asset Management business that historically were held at PWP Group were specifically identified and allocated to the Asset Management business using the same methodology applied at the time of the Separation and therefore were removed from these consolidated financial statements along with their related cash flows. The Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) reflect the Advisory business’ share of certain corporate functions and shared services, including, but not limited to, executive oversight, accounting, treasury, tax, legal, compliance, human resources, rent and occupancy, procurement, information technology, and other shared services. Where feasible, the expense allocations were made on a specific identification basis, and in other cases, these expenses were allocated based on a pro-rata basis of headcount, relative usage or another basis depending on the nature of the expense. Refer to Note 17—Related Party Transactions for further information. Use of Estimates The preparation of the 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 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 consolidated financial statements, management makes estimates regarding the following: • measurement of amount due pursuant to the tax receivable agreement; • measurement and timing of revenue recognition; • adequacy of the allowance for credit losses; • measurement and realization of deferred taxes; • measurement of equity-based awards; • 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 consolidated financial statements. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes cash and highly liquid investments with original maturities of three months or less from the date of purchase. As of December 31, 2021 and 2020 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 December 31, 2021 and 2020, the Company had restricted cash of $2.0 million and $1.8 million, respectively, 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 December 31, 2021 and 2020 is presented below: December 31, 2021 2020 Cash $ 502,773 $ 329,063 Cash equivalents — — Restricted cash 2,002 1,845 Cash, cash equivalents and restricted cash as shown on statements of cash flows $ 504,775 $ 330,908 Accounts Receivable Accounts receivable are presented net of allowance for credit losses based on the Company’s assessment of collectability. The Company regularly reviews its accounts receivable for collectability and an allowance is recognized for credit losses, if required. As of December 31, 2021 and 2020, $2.5 million and $5.1 million of accrued revenue, respectively, was included in Accounts receivable, net of allowance for credit losses on the Consolidated Statements of Financial Condition. These amounts represent amounts due from clients and recognized as revenue in accordance with the Company’s revenue recognition policies but unbilled at the end of the period. Accounts receivable represents amounts due from clients from various industry and geographic backgrounds. As of December 31, 2021, certain accounts receivable in the aggregate amount of $13.6 million, were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients. Of that amount, $6.7 million was subsequently received after year end. As of December 31, 2020, no accounts receivable were individually greater than 10% of the Company’s total gross accounts receivable. Allowance for Credit Losses On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) under the modified retrospective approach. This new standard replaces the incurred loss impairment methodology for financial instruments with the current expected credit loss (“CECL”) model which requires an estimate of future credit losses. The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover estimated losses on accounts receivable. The Company determines the adequacy of the allowance by estimating the probability of loss based on the Company’s historical credit loss experience of its client receivables and taking into consideration current market conditions and supportable forecasts that affect the collectability of the reported amount. The Company updates its average credit loss rates periodically and maintains a quarterly allowance review process to consider current factors that would require an adjustment to the credit loss allowance. In addition, the Company periodically performs a qualitative assessment to monitor risks associated with current and forecasted conditions that may require an adjustment to the expected credit loss rates. The Company also regularly reviews the age of the receivables, credit worthiness of the client and the current economic conditions that may affect a client’s ability to pay such amounts owed to the Company and as a result may recognize a specific credit loss reserve. Changes to expected credit losses during the period are included in General, administrative and other expenses in the Consolidated Statements of Operations. After concluding that a reserved accounts receivable is no longer collectible, the Company reduces both the gross receivable and the allowance for credit losses. 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 December 31, 2021 and December 31, 2020, the net assets of PWP OpCo were $268.5 million and $74.2 million, respectively. As of December 31, 2021 and December 31, 2020, the Company did not consolidate any VIEs other than PWP OpCo that were deemed material to the consolidated financial statements. Equity Method Investments When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The investment balance related to an equity method investee reflects the Company’s share of contributions made to, distributions received from, and the equity earnings and losses of the investee. Equity method investments are included within Prepaid expenses and other assets on the Consolidated Statements of Financial Condition. The Company reflects its share of income and losses of the investee in Other income (expense) on the Consolidated Statements of Operations using the most recently available earnings data for the reporting period. Fair Value of Financial Instruments The carrying values of the Company’s financial instruments approximate their fair value as of December 31, 2021 and 2020 due to their short-term nature or the bearing of market interest rates. Refer to Note 16—Fair Value Measurements and Investments for discussion on the fair value of the Company’s assets and liabilities that qualify as financial instruments under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). Fixed Assets Fixed assets include furniture and fixtures, equipment, software development costs and leasehold improvements, which are all stated at cost less accumulated depreciation and amortization. Depreciation and amortization are determined using the straight-line method over the estimated useful lives of the assets, including (i) five years for furniture, fixtures and equipment; (ii) the lesser of the estimated life of the improvement or the remaining term of the lease for leasehold improvements; and (iii) three years for software development costs. The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying value may not be fully recovered. Prepaid Expenses and Other Assets Generally, the majority of Prepaid expenses and other assets consists of prepaid expenses. Prepaid expenses relate to various services, including subscriptions, software licenses and insurance, which are amortized over the life, related service period or policy. When applicable, deferred offering costs are also presented within Prepaid expenses and other assets. As of December 31, 2020, cumulative offering costs of $9.1 million were deferred in relation to the Business Combination and were netted against proceeds of the Business Combination on the Closing Date. Prior to the Business Combination, the Company had deferred $14.8 million of costs associated with its pursuit of a traditional initial public offering, but upon termination of this process in May 2020, expensed this amount to Professional fees on the Consolidated Statements of Operations. As of December 31, 2021, Prepaid expenses and other assets included deferred offering costs of $0.9 million related to a primary offering of shares of its Class A common stock. Refer to Note 20—Subsequent Events for additional information regarding this offering. Warrants The Company evaluated the public and private warrants under ASC Topic 815, Derivatives and Hedging (“ASC 815”), and concluded that they do not meet the criteria to be classified as equity in the Consolidated Statements of Financial Condition. Since the public and private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities at fair value upon the closing of the Business Combination in accordance with ASC 820, Fair Value Measurement, with subsequent changes in their respective fair values recorded in Change in fair value of warrant liabilities on the Consolidated Statements of Operations and on the Consolidated Statements of Cash Flows. Tax Receivable Agreement In connection with the Business Combination as described in Note 3—Business Combination, PWP entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs under which PWP agreed to payment of 85% of the amount of savings, if any, that PWP realizes in U.S. federal, state, local and foreign income taxes as a result of (i) the Business Combination and related transactions, (ii) exchanges of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (iii) payments made under the tax receivable agreement. Management’s best estimate of the amounts expected to be owed in connection with the tax receivable agreement at each reporting date are reported within the Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition. Goodwill and Intangible Assets Goodwill is recorded for the excess of the fair value of consideration transferred over the fair value of identifiable net assets, including other intangibles, acquired at the time of an acquisition. Goodwill is periodically reviewed, and tested at least annually, for impairment, and when certain events or circumstances indicate impairment may exist. Goodwill is tested for impairment at the reporting unit level. A reporting unit is a component of an operating segment for which discrete financial information is available that is regularly reviewed by management. In accordance with ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company can opt to perform a qualitative assessment to test goodwill for impairment to determine whether it is more likely than not (a likelihood of more than 50 percent) that an impairment has occurred. If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value, a quantitative assessment is performed to (i) calculate the fair value of the reporting unit and compare it to its carrying value; and (ii) if the carrying value exceeds its fair value, an impairment loss is recognized for the excess. Alternatively, the Company can forego the qualitative assessment and only perform the quantitative assessment to test goodwill for impairment. Intangible assets are derived from customer relationships, trade names and trademarks. Identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of ten years, reflecting the average time over which such intangible assets are expected to contribute to cash flow. The Company reviews intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Deferred Compensation The Company enters into certain deferred compensation arrangements whereby portions of compensation related to certain employees and partners are deferred and paid in later periods. The deferred compensation amounts are charged to expenses over the period that each employee and partner is required to provide services in order to vest in the payment. Refer to Note 14—Other Compensation and Benefits for further information. Leases See Note 5—Leases for further information regarding leases that fall under ASC Topic 842, Leases (“ASC 842”). Income Taxes Prior to the Business Combination, the Company operated as a partnership, and therefore, was generally not subject to U.S. federal and state corporate income taxes. Subsequent to the Business Combination, PWP is a corporation and is subject to U.S. federal and state corporate income taxes on its proportionate share of taxable income generated by the operating partnership, PWP OpCo, as well as any standalone income (or loss) generated at the PWP entity level. PWP OpCo is treated as a partnership, and as a result, taxable income (or loss) generated by PWP OpCo flows through to its limited partners, including PWP, and is generally not subject to U.S. federal or state income tax at the partnership level. The Company primarily conducts business through disregarded entities held by PWP OpCo, as well as non-U.S. subsidiaries which generally operate as corporate entities in various non-U.S. jurisdictions. Certain non-U.S. subsidiaries are subject to income taxes in their respective local jurisdictions, and therefore, the related income tax provision is reported in the Consolidated Statements of Operations. Taxes are accounted for using the asset and liability method of accounting pursuant to ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases, using tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent on the amount, timing and character of the Company’s future taxable income. When evaluating the realizability of deferred tax assets, all evidence – both positive and negative – is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. The Company analyzes its tax positions for all U.S. federal, state and local tax jurisdictions where it is required to file income tax returns in accordance with the provisions of ASC 740. This standard establishes consistent thresholds for recognizing the benefits of tax return positions in the financial statements as more-likely-than-not to be sustained by the relevant taxing authority upon audit. This standard requires a two-step process in which (i) determination is made whether it is more-likely-than-not that the tax position will be sustained based on the technical merits of the position, and (ii) those tax positions that meet the more-likely-than-not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. If upon performance of an assessment pursuant to ASC 740 the Company determines that uncertainties in tax positions exist that do not meet the minimum threshold for recognition of the related tax benefit, a liability is recorded in the consolidated financial statements. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as Interest expense and General, administrative and other expenses in the Consolidated Statements of Operations. Refer to Note 9—Income Taxes for further information. Debt Discounts and Issuance Costs The Company presents its outstanding debt principal, net of the unamortized debt discounts and issuance costs on the Consolidated Statements of Financial Condition. Debt discounts and issuance costs are amortized using the effective interest method to determine interest expense over the life of the underlying debt instrument. Foreign Currencies In the normal course of business, the Company may enter into transactions not denominated in U.S. dollars. Foreign exchange gains and losses arising from such transactions are included in Other income (expense) in the 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 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 Consolidated Statements of Changes in Equity. Revenue and Expense Recognition See Note 4—Revenue and Receivables from Contracts with Customers for further information on contracts within the scope of ASU 2014-09. Interest Income The Company typically earns interest on cash at banks, which is recorded on an accrual basis. Compensation and Benefits Compensation and benefits expense consists of salaries, bonuses (discretionary awards and guaranteed amounts), severance, deferred compensation, as well as payroll and related taxes and benefits for the Company’s employees. In all instances, compensation expense is accrued over the requisite service period. Refer to Note 14—Other Compensation and Benefits for further information. Equity-based compensation relates to equity-based awards granted to employees and partners of the Company. In all instances of equity-based awards, compensation expense is recognized over the requisite vesting period in an amount equal to the fair value of the awards at the grant date. Equity-based compensation expense for employees and partners is included in Equity-based compensation on the Consolidated Statements of Operations and equity-based compensation expense for non-employees is included in Professional fees on the Consolidated Statements of Operations. Refer to Note 13—Equity-Based Compensation for detail of amounts included in each financial statement line item. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate. For an award with service-only conditions that has a graded vesting schedule, the Company recognizes the compensation cost for the entire award on a straight-line basis over the requisite service period, ensuring that the amount recognized is at least equal to the vested portion of the award at each reporting date. Non-Controlling Interests For entities that are consolidated but not 100% owned, a portion of the income or loss and equity is allocated to holders of the non-controlling interest. The aggregate of the income or loss and corresponding equity that is owned by the holders of the non-controlling interest is included in non-controlling interest in the consolidated financial statements. Non-controlling interests are presented as a separate component of equity on the Consolidated Statements of Financial Condition. Net income (loss) includes the net income (loss) attributable to the holders of the non-controlling interests on the Consolidated Statements of Operations. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which are fully attributed to non-controlling interests. Refer to Note 13—Equity-Based Compensation for further information. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to Class A common shareholders by the weighted-average shares of Class A common shares outstanding without the consideration for potential dilutive securities. Diluted net income (loss) per share represents basic net income (loss) per share adjusted to include the potentially dilutive effect of outstanding unvested share awards, warrants, and PWP OpCo Units that are exchangeable into shares of Class A common stock on a one-for-one basis. Diluted net income (loss) per share is computed by dividing the net income attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding for the period determined using the treasury stock method and if-converted method, as applicable. Contingencies and Litigation The Company records loss contingencies if (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial statements; and (ii) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a loss will occur, no accrual for a loss contingency is recorded. However, the Company describes the contingency and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot be made, a statement to that effect is made. Costs incurred with defending matters are expensed as incurred. Accruals related to loss contingencies are recorded in Other income (expenses) in the Consolidated Statements of Operations. Comprehensive Income (Loss) Comprehensive income (loss) consists of Net income (loss) and Other comprehensive income (loss). The Company’s Other comprehensive income (loss) is comprised of foreign currency cumulative translation adjustments. Recently Adopted Accounting Pronouncements Leases —Effective January 1, 2019, the Company adopted the new lease accounting standard, ASU 2016-02, Leases (“ASU 2016-02”) which requires lessees to recognize on its Balance Sheet (Statement of Financial Condition), assets and liabilities for all leases, other than the leases that meet the definition of short-term leases, at the option of the lessee. The Company used the alternative transition approach which allows the guidance to be applied initially at the adoption date without restating comparative periods. The Company did not have a cumulative-effect adjustment to retained earnings as of the date of adoption. The Company elected the transition package of practical expedients to alleviate certain operational complexities related to the adoption, but has not elected the use of hindsight practical expedient. Following the adoption of the lease standard, the present value of the Company’s lease commitments for leases with terms of more than one year and related assets are reflected as Lease liabilities and Right-of-use lease assets on the Consolidated Statements of Financial Condition. The impact of adoption of the lease guidance as of January 1, 2019 did not have any material impact on the Consolidated Statements of Operations or Consolidated Statements of Cash Flows, but had the following impact on the Consolidated Statements of Financial Condition: Adoption December 31, 2018 Adjustments January 1, 2019 Right-of-use lease assets $ — $ 70,199 $ 70,199 Lease liabilities — 78,394 78,394 Deferred rent 8,927 (8,927) — Prepaid expenses and other assets 28,959 (732) 28,227 See Note 5—Leases for additional information regarding the Company’s leases. Credit Losses on Financial Instruments —In June 2016, the FASB issued ASU 2016-13. ASU 2016-13 provides amendments to ASC Topic 326, Financial Instruments – Credit Losses , which amend the guidance on the impairment of financial instruments and adds an impairment model (the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Entities recognize an allowance for its estimate of expected credit losses as of the end of each reporting period. On January 1, 2020 the Company adopted ASU 2016-13 using the modified retrospective approach by means of a cumulative-effect adjustment to decrease retained earnings by $0.2 million as of January 1, 2020. 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 consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 3—Business Combination On June 24, 2021, the Company consummated a business combination pursuant to the Business Combination Agreement dated as of December 29, 2020, by and among the Company (previously FTIV), the Sponsor, PWP OpCo, PWP GP LLC, PWP GP, Professional Partners, and Professionals GP. Pursuant to the Business Combination Agreement, among other things, (i) FTIV acquired certain partnership interests in PWP OpCo, (ii) PWP OpCo became jointly-owned by PWP, Professional Partners and certain existing partners of PWP OpCo, and (iii) PWP OpCo now serves as the Company’s operating partnership as part of an Up-C structure. The Business Combination was treated as a reverse recapitalization transaction between entities under common control, whereby PWP OpCo was considered the accounting acquirer and predecessor entity and therefore recognized the carrying value of the net assets of FTIV as an equity contribution with no incremental goodwill or intangible assets. On December 29, 2020, concurrent with the execution of the Business Combination Agreement, FTIV also entered into subscription agreements with certain private investors (“PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 12,500,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $125.0 million (the “PIPE Investment”), including $1.5 million subscribed by entities related to the Sponsor. The PIPE Investment was consummated concurrently with the Closing. In connection with the consummation of the Business Combination, the following occurred: • Pursuant to the Sponsor Share Surrender and Share Restriction Agreement executed concurrently with the Business Combination Agreement among the Sponsor, FTIV, PWP OpCo and certain other parties (the “Surrender Agreement”), which was amended on May 4, 2021, Sponsor surrendered and forfeited to FTIV 1,023,333 shares of Class B common stock, par value $0.0001 per share, of FTIV; • All outstanding shares of FTIV’s Class B common stock (other than the 1,023,333 shares of FTIV Class B common stock that were forfeited by the Sponsor) were converted into shares of FTIV’s Class A common stock, and FTIV’s outstanding warrants were assumed by the Company and became exercisable for shares of Company Class A common stock on the same terms as were contained in the warrant agreements prior to the Business Combination; • FTIV acquired newly-issued common units of PWP OpCo in exchange for $355.0 million in cash and 42,956,667 shares of Class A common stock. The cash contributed equated to the proceeds from the PIPE Investment and the outstanding cash balances and marketable securities held in a trust account of FTIV as of Closing; • FTIV issued new shares of Class B-1 common stock, which have 10 votes per share, and Class B-2 common stock, which have one vote per share, to PWP OpCo, with the Class B-1 common stock being distributed to and owned by Professional Partners and the Class B-2 common stock being distributed to and owned by ILPs, with the number of shares of such common stock issued to PWP OpCo equal the number of PWP OpCo Units that were held by Professional Partners and ILPs, respectively, following the Closing; • Professional Partners contributed the equity interests of PWP GP, the general partner of PWP OpCo, to FTIV; • PWP OpCo repaid all of its indebtedness including $150.0 million of Convertible Notes and $27.7 million of the Revolving Credit Facility, both as defined in Note 10—Debt, as well as accrued interest and applicable premium, resulting in a Loss on debt extinguishment of $39.4 million; • PWP OpCo first redeemed PWP OpCo Units held by certain electing ILPs in the amount of $80.5 million, and second, redeemed PWP OpCo Units held by certain electing former working partners in the amount of $28.6 million; and • FTIV was renamed “Perella Weinberg Partners.” On the Closing Date, the Company recorded $22.2 million in public warrant liabilities and $0.7 million in private warrant liabilities, which represented their fair value on such date. See Note 12—Warrants for further information. In conjunction with the Business Combination, the Company incurred approximately $2.9 million in transaction expenses, which were recorded in Professional fees on the Consolidated Statements of Operations, as well as $27.6 million of offering costs which were offset against the proceeds of the Business Combination. At the time of the Closing, there were 42,956,667 shares of Class A common stock and 50,154,199 shares of Class B common stock outstanding. The number of shares of Class B common stock outstanding corresponds to the number of PWP OpCo Units attributable to Professional Partners and the ILPs. Such PWP OpCo Units are exchangeable into shares of PWP’s Class A common stock on a one-for-one basis and represent the non-controlling ownership interests in the Company. Class B-1 and B-2 common stock have de minimis economic rights. See Note 11—Stockholders' Equity for additional information. Concurrent with the Closing, the Company entered into certain other related agreements which are discussed further in Note 11—Stockholders' Equity and Note 17—Related Party Transactions. |
Revenue and Receivables from Co
Revenue and Receivables from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Receivables from Contracts with Customers | Note 4—Revenue and Receivables from Contracts with Customers The services provided under contracts with clients include transaction-related advisory services, fairness opinion services, research and trading services, and underwriting services, each of which are typically identified as a separate performance obligation in contracts that contain more than one type of service. As discussed in detail below, each performance obligation meets the criteria for either over time or point in time revenue recognition. The following table disaggregates the Company’s revenue between over time and point in time recognition: Year Ended December 31, 2021 2020 2019 Over time $ 749,067 $ 494,295 $ 503,052 Point in time 52,595 24,691 30,245 Total revenues $ 801,662 $ 518,986 $ 533,297 Additionally, the Company is typically reimbursed for certain professional fees and other expenses incurred that are necessary in order to provide services to the client. These fees and related reimbursements are recorded when incurred to the relevant expense item and Revenues, respectively, in the Consolidated Statements of Operations. Reimbursable expenses billed to clients was $5.0 million, $6.5 million, and $6.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. Transaction-Related Advisory Services The Company is contracted to provide different investment banking and advisory services that vary depending on the nature of the contract with each individual client. These transaction-related advisory services include, but are not limited to, providing financial advice and assistance in analyzing, structuring, planning, negotiating and effecting a transaction, providing financial advice with regard to a restructuring of a client’s capital structure, which may or may not result in a court-approved bankruptcy plan, and providing certain ongoing services, including research and analysis on potential targets, identifying potential investors, and financial modeling for potential transactions. Typically, the Company provides such advisory services to its clients to assist with corporate finance activities such as mergers and acquisitions, reorganizations, tender offers, leveraged buyouts, and the pricing of securities to be issued. In most circumstances, the Company considers the nature of the promises in its advisory contracts to comprise of a single performance obligation of providing advisory services to its clients. Although there may be many individual services provided in a typical contract, the individual services are not distinct within the context of the contract; rather the performance of these individual services helps to fulfill one overall performance obligation to deliver advisory services to the client. The Company recognizes revenue from providing advisory services when or as its performance obligations are fulfilled. The majority of the Company’s advisory revenue is recognized over time. However, certain performance obligations may be recognized at a point in time if the performance obligation represents a singular objective that does not transfer any notable value until formally completed, such as when issuing fairness opinions, which are further discussed below. The Company provides its advisory services on an ongoing basis, which, for example, may include evaluating and selecting one of multiple strategies. During such engagements, the Company’s clients continuously benefit from its advice as the Company is providing financial and strategic advice throughout the engagement, and, accordingly, over time revenue recognition matches the transfer of such benefits. Although the Company’s transaction-related advisory services meet the criteria for over time revenue recognition, the fee structures often involve an “all or nothing” consideration amount and the associated fees are predominantly considered variable as they are often based on the ultimate transaction value or the outcome ultimately achieved and/or are susceptible to factors outside of the Company’s influence such as third-party negotiations, regulatory approval, court approval, and shareholder votes. Accordingly, a large portion of the fees associated with these services is constrained until substantially all services have been provided, specified conditions have been met and/or certain milestones have been achieved, and it is probable that a significant revenue reversal will not occur in a future period. In some cases, a portion of the variable fees may be deferred based on the services remaining to be completed, if any (e.g., when announcement fees are earned but additional services are expected to be provided until the transaction closes). The determination of when and to what extent to recognize variable fees may require significant judgment, particularly when milestones are met near the end of a reporting period and in cases where additional services are expected to be provided subsequent to the achievement of the milestone. Fixed fees specified in the Company’s contracts, which may include upfront fees and retainers, are recognized on a systematic basis over the estimated period in which the related services are performed. Payments for transaction-related advisory services are generally due upon completion of a specified event or, for retainer fees, periodically over the course of the engagement. The Company recognizes a receivable between the date of completion of the event and payment by the client. Fairness Opinion Services Although the Company usually provides fairness opinion services in conjunction with and in the same contract as other transaction-related advisory services, fairness opinion services are considered to be a separate performance obligation in such contracts because they could be obtained separately, and the Company is able to fulfill its promise to transfer transaction-related advisory services independent from its promise to provide fairness opinion services. The Company typically charges a separate, fixed fee associated with fairness opinion services that represents the standalone selling price of the fairness opinion services. The fee is recognized at the point in time at which the fairness opinion is delivered rather than over the period of time during which the services are being performed because the client does not simultaneously receive and consume the benefit of the Company’s performance to provide the fairness opinion but rather receives the benefit upon delivery of the fairness opinion itself. Payments for fairness opinion services are generally due upon delivery of the fairness opinion. The Company recognizes a receivable between the date of delivery of the fairness opinion and payment by the client. Research and Trading Services The Company provides research on the energy and related industries and related equity and commodity markets. The Company’s research clients continuously benefit from the research provided throughout arrangements between the Company and such clients, and, accordingly, over time revenue recognition matches the transfer of such benefits. Recipients of this research compensate the Company for these market insights in two ways—either by direct payment (the amount of which is typically at the client’s discretion based upon the perceived value of the research services provided) or through trades directed through the Company’s trading desk (for commission generation) or through third-party commission sharing agreements. Generally, the Company does not provide trading services separate and apart from research services (i.e., clients do not typically execute trades through the Company in the normal course of business; rather, trade execution is used as a means to be compensated for research services). Because fees received for research services, and any associated trading services, are typically at the complete discretion of the client and are based on the value the client perceives in the research services provided, the entire transaction price associated with such services is variable. Accordingly, because of the broad range of possible outcomes and the inability to predict the value the client will ascribe to such services, the Company fully constrains the revenue associated with research services, and any associated trading services, until the uncertainty associated with the variable consideration is subsequently resolved, which is typically upon the earlier of receiving an invoice request from the client or receiving payment from the client. Underwriting Services Revenue associated with underwriting services includes management fees, selling concessions and underwriting fees attributable to public and private offerings of equity and debt securities. The nature of the Company’s underwriting services is raising capital on behalf of an issuer and therefore is typically accounted for as a single performance obligation. A separate performance obligation is identified in instances in which the contract with the client includes an over-allotment option. The Company’s underwriting services generally do not meet any of the requirements for revenue to be recognized over time and, therefore, the Company typically recognizes underwriting revenue on the pricing date of the offering, which is when the Company receives the pricing wire communication from the lead underwriter detailing the underwriting fees to which the Company is entitled. Similarly, the performance obligation associated with the over-allotment is satisfied at the point in time at which the option is exercised. The Company’s role in underwriting commitments is usually as a co-manager or passive bookrunner, rather than as the lead underwriter. Accordingly, the Company estimates its share of transaction-related expenses incurred by the underwriting syndicate on the pricing date of the offering and presents these expenses gross within Travel and related expenses in the Consolidated Statements of Operations. Such amounts are adjusted to reflect actual expenses in the period in which the Company receives the final settlement, typically within 90 days following the closing of the transaction. Contract Costs Incremental costs of obtaining a contract are expensed as incurred as such costs are generally not recoverable. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing transaction-related advisory services and are typically expensed as incurred as these costs are related to performance obligations that are satisfied over time. Remaining Performance Obligations and Revenue Recognized from Past Performance As of December 31, 2021, the aggregate amount of the transaction price allocated to performance obligations yet to be satisfied is $6.4 million and the Company generally expects to recognize this revenue within the next twelve months. Such amounts primarily relate to the Company’s performance obligations of providing transaction-related advisory services and fairness opinion services. During the years ended December 31, 2021, 2020, and 2019, the Company recognized revenue of $313.2 million, $177.4 million, and $217.9 million, respectively, related to performance obligations that were satisfied or partially satisfied in prior periods, mainly due to constraints on variable consideration in prior periods being resolved for transaction-related advisory services. Contract Balances The timing of revenue recognition may differ from the timing of payment. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. The Company records deferred revenue (otherwise known as contract liabilities) when it receives fees from clients that have not yet been earned or when the Company has an unconditional right to consideration before all performance obligations are complete (e.g., receipt of certain announcement, retainer or upfront fees before the performance obligation has been fully satisfied). As of December 31, 2021 and 2020, the Company recorded $7.8 million and $10.6 million, respectively, for these contract liabilities which are presented as Deferred revenue on the Consolidated Statements of Financial Condition. For the years ended December 31, 2021, 2020, and 2019, $10.6 million, $1.7 million and $1.6 million, respectively, of the respective beginning deferred revenue balance was recognized as revenue and was primarily related to the Company’s transaction-related advisory services performance obligations that are recognized over time. Allowance for Credit Losses The allowance for credit losses activity for the years ended December 31, 2021, 2020, and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Beginning Balance (1) $ 1,045 $ 1,924 $ — Bad debt expense 646 2,991 2,270 Recoveries 710 — — Write-offs (551) (3,588) (540) Foreign currency translation and other adjustments 1 (282) 6 Ending Balance $ 1,851 $ 1,045 $ 1,736 __________________ (1) Beginning balance for the year ended December 31, 2020 includes the cumulative adjustment of approximately $0.2 million which reflects the increase in the Company’s allowance for credit losses upon adoption of ASU 2016-13 and the CECL model on January 1, 2020. See Note 2—Summary of Significant Accounting Policies |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 5—Leases The Company leases office space and certain office equipment under operating lease agreements. The Company determines if an arrangement or contract is a lease at inception and does not separate lease and non-lease components of the contract. The Company records the present value of its commitments for leases with terms of more than one year on the Consolidated Statements of Financial Condition as a right-of-use asset with the corresponding liability. Right-of-use assets are subject to certain adjustments for lease incentives, deferred rent and initial direct costs. The Company elected the practical expedient not to separate lease components and non-lease components in calculating the net present value of the lease payments on office space and office equipment leases. Thus the measurement of the right-of-use asset and corresponding lease obligation use one single combined component. All leases were determined to be operating leases. Right-of-use assets represent the Company’s right to use the underlying assets for their lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from these leases. The Company’s lease agreements do not contain any residual value guarantees. Lease expense is recognized on a straight-line basis over the lease term for new leases and over the remaining lease term for existing leases already in place at January 1, 2019 (date of adoption of ASC 842). The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable, thus, the Company uses its incremental borrowing rate to determine the present value of its lease payments. The determination of an appropriate incremental borrowing rate requires significant assumptions and judgement. The Company’s incremental borrowing rate was calculated based on the Company’s recent debt issuances and market conditions at the time of adoption or upon entering into a new lease, as applicable. The Company weights the rates appropriately depending on the term of the leases. Renewal and termination terms of the Company’s leases vary depending on the lease. The Company estimates the expected lease terms by assuming the exercise of renewal options and extensions where an economic penalty exists that would preclude the abandonment of the lease at the end of the initial non-cancelable term and the exercise of such renewal or extension is at the sole discretion of the Company. Certain lease agreements are secured by security deposits, which are reflected in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition. In conjunction with the Separation, the Company entered into sublease agreements for a portion of its Houston and New York office space with PWP Capital Holdings LP through 2027 and 2022, respectively. These subleases are considered operating leases. The subleases do not include renewal options and the Company has the right to terminate these subleases for any reason after giving 90 days prior written notice. Sublease income is recognized on a straight-line basis over the term of the lease. The Company elected the practical expedient not to separate lease components and non-lease components for these subleases. During the year ended December 31, 2021, the Houston sublease was terminated, and the New York sublease was modified to extend the term and reduce the subleased space. See additional information regarding these subleases in Note 17—Related Party Transactions. Significant New Leases and Lease Modifications In July 2020, the Company modified the terms of its New York office space lease by shortening the lease term of certain floor space and extending the contractual lease term of other floor space. These contractual changes were treated as a modification of the original lease. The modified lease was reassessed and continues to be considered an operating lease. The lease liability was remeasured as of the modification date and resulted in an increase of $12.9 million and a corresponding increase to the right-of-use asset as well as a $0.1 million gain, which was recognized as Other income (expense) on the Consolidated Statements of Operations. In May 2021, the Company extended the term of its New York office lease by five months, which resulted in an increase to Lease liabilities and a corresponding increase to Right-of-use lease assets of $5.1 million. On July 26, 2021, the Company executed a lease amendment to vacate a portion of its Houston office space, which resulted in a $1.9 million decrease to Right-of-use lease assets, a $2.4 million decrease to Lease liabilities and a $0.5 million gain recorded in Other income (expense) in the Consolidated Statements of Operations. Other information as it relates to the Company’s operating leases is as follows: Year Ended December 31, 2021 2020 Weighted-average discount rate - operating leases 2.45 % 4.07 % Weighted-average remaining lease term - operating leases 3.26 years 3.99 years Year Ended December 31, 2021 2020 2019 Operating lease cost $ 19,006 $ 19,486 $ 19,657 Variable lease cost 4,716 6,145 5,592 Sublease income - operating leases (2,957) (3,942) (3,366) Total net lease cost $ 20,765 $ 21,689 $ 21,883 Cash paid for lease obligation $ 19,858 $ 21,532 $ 21,545 As of December 31, 2021, the maturities of undiscounted operating lease liabilities of the Company are as follows: Years Ending: Operating Leases Sublease Income Net Payments 2022 $ 19,119 $ 616 $ 18,503 2023 13,670 307 13,363 2024 4,399 — 4,399 2025 2,864 — 2,864 2026 2,857 — 2,857 Thereafter 2,141 — 2,141 Total minimum lease payments 45,050 $ 923 $ 44,127 Less: Imputed Interest (1,602) Total lease liabilities $ 43,448 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6—Goodwill and Intangible Assets Goodwill In connection with the TPH Business Combination, the Company recorded goodwill in the amount of $34.4 million . Goodwill represents the Advisory business’ portion of goodwill which is based on the relative fair value of the TPH Advisory business as of the date of the TPH Business Combination. Goodwill is primarily attributable to the in-place workforce, which allowed the Company to continue serving its existing client base, begin marketing to potential clients and avoid significant costs reproducing the workforce. No goodwill is expected to be deductible for tax purposes. Based on the Company’s quantitative assessment for impairment, no goodwill impairment was recorded during the years ended December 31, 2021, 2020, and 2019. Intangible Assets Intangible assets related to the TPH Business Combination were recognized at their estimated fair values, which was based on certain projected future revenues and involved the use of significant judgment. Below is the detail of the intangible assets: December 31, 2021 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (24,095) $ 23,305 Trade names and trademarks 18,400 (9,353) 9,047 Total $ 65,800 $ (33,448) $ 32,352 December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (19,355) $ 28,045 Trade names and trademarks 18,400 (7,513) 10,887 Total $ 65,800 $ (26,868) $ 38,932 |
Regulatory Requirements
Regulatory Requirements | 12 Months Ended |
Dec. 31, 2021 | |
Brokers and Dealers [Abstract] | |
Regulatory Requirements | Note 7—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 Investment Industry Regulatory Organization of Canada (IIROC), the Financial Conduct Authority (FCA) of the United Kingdom (the “UK”) and the Autorité de contrôle prudentiel et de resolution (ACPR) of France. These subsidiaries are subject to various minimum net capital requirements as outlined below. 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 December 31, 2021 and 2020, all regulated subsidiaries were in excess of their applicable 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 | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 8—Fixed Assets Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Leasehold improvements $ 49,610 $ 49,718 Furniture and fixtures 8,188 8,606 Equipment 15,969 35,293 Software 8,581 14,395 Total 82,348 108,012 Less: Accumulated depreciation and amortization (71,986) (90,823) Fixed assets, net $ 10,362 $ 17,189 Depreciation expense related to fixed assets was $6.7 million, $7.3 million, and $7.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. Amortization expense related to software development costs was $1.2 million, $1.7 million, and $1.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. During the year ended December 31, 2021, the Company disposed of certain obsolete assets, substantially all of which were fully depreciated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9—Income Taxes The Company’s income (loss) before income taxes is associated with activities in domestic and international jurisdictions, as follows: Year Ended December 31, 2021 2020 2019 Domestic $ 256 $ (33,803) $ (176,157) International 22,694 12,914 14,561 Income (loss) before income taxes $ 22,950 $ (20,889) $ (161,596) The Company’s operations are generally comprised of entities that are organized as limited liability companies and limited partnerships. For U.S. federal income tax purposes, taxes related to income earned by these entities represent obligations of their interest holders. The Company is subject to certain foreign, state and local entity-level taxes (for example, the New York City Unincorporated Business Tax). These taxes have been reflected in the Company’s consolidated financial statements and allocated between the Company and the non-controlling interest holders. In addition, the Company is subject to U.S. corporate federal, state and local income tax on its allocable share of results of operations from PWP OpCo. The tax (provision) / benefit consists of the following: Year Ended December 31, 2021 2020 2019 Current Federal income tax $ (6,500) $ — $ — State and local income tax (4,437) (1,427) (1,480) Foreign income tax (11,641) (2,615) (252) Total current income tax benefit (expense) (22,578) (4,042) (1,732) Deferred Federal income tax 1,462 — (627) State and local income tax 512 — (64) Foreign income tax 1,677 589 — Total deferred income tax benefit (expense) 3,651 589 (691) (Provision)/benefit for income taxes $ (18,927) $ (3,453) $ (2,423) The Company’s effective tax rate is dependent on many factors, including the amount of income subject to tax. Consequently, the effective tax rate can vary from period to period. The Company’s overall effective tax rate in each of the periods described below varies from the U.S. federal statutory rate primarily because (i) the Company was not subject to U.S. federal corporate income taxes prior to the Business Combination, (ii) a portion of compensation expense is non-deductible, both prior to the Business Combination and for the subsequent period, (iii) the Company has recorded unrecognized tax benefits related to a potential double inclusion of income on its foreign tax returns and (iv) 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 consolidated financial statements. The Business Combination resulted in a $16.1 million increase to the Company’s deferred tax asset primarily related to a step-up in the tax basis of certain assets that will be recovered as those assets are amortized. In connection with the step-up in tax basis generated on the day of the Business Combination, the Company recorded a payable of $14.1 million pursuant to the terms of the tax receivable agreement. The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate: Year Ended December 31, 2021 2020 2019 Expected income tax expense at the federal statutory rate 21.0 % 21.0 % 21.0 % Partnership (income) loss not subject to U.S. corporate income taxes (21.4 %) (21.0 %) (21.1 %) Foreign income taxes, net of federal benefit 10.7 % (9.7 %) (0.2 %) State and local income taxes, net of federal benefit 15.7 % (6.8 %) (0.9 %) Non-deductible compensation expense 26.0 % — % — % Unrecognized tax benefits 26.7 % — % — % Other, net 3.8 % — % (0.3 %) Effective income tax rate 82.5 % (16.5 %) (1.5 %) Current tax receivables and payables are included in Prepaid expenses and other assets and Accounts payable, accrued expenses and other liabilities, respectively, on the Consolidated Statements of Financial Condition. Deferred income taxes reflect the net effect of temporary differences between the tax basis of an asset or liability and its reported amount in the Company’s Consolidated Statements of Financial Condition. These temporary differences result in taxable or deductible amounts in future years. The significant components of deferred tax assets and liabilities included on the Company’s Consolidated Statements of Financial Condition are as follows: December 31, 2021 2020 Deferred tax asset Step-up in tax basis in PWP OpCo assets $ 16,090 $ — Operating lease liabilities 6,601 52 Deferred compensation 6,912 604 Other 2,190 1,622 Deferred tax assets before valuation allowance 31,793 2,278 Valuation allowance — (1,024) Total deferred tax assets 31,793 1,254 Deferred tax liability Operating right-of-use lease assets (5,969) (40) Intangible assets (3,118) — Other (1,615) — Total deferred tax liabilities (10,702) (40) Deferred tax asset, net $ 21,091 $ 1,214 The realization of deferred tax assets arising from timing differences and net operating losses requires taxable income in future years in order to deduct the reversing timing differences and absorb the net operating losses. The Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. No deferred tax asset has been recorded for the excess of tax basis related to the outside partnership basis of its investment in PWP OpCo for the amount of the deferred tax asset that is not expected to reverse. The Company believes it is more-likely-than-not that the remaining net deferred tax asset recorded as of December 31, 2021 will be recovered in the future based on all available positive and negative evidence. As of December 31, 2020, as it relates to the deferred tax asset for the Company’s Canadian subsidiary, Tudor, Pickering, Holt & Co. Securities Canada, ULC (“TPH Canada”), the Company concluded that the weight of historical evidence in the form of cumulative losses should be greater than the weight given to projections of future income, which cannot be substantiated until earned. As such, a full valuation allowance was recorded on the TPH Canada deferred tax asset of $1.0 million. During the year ended December 31, 2021, the Company reevaluated the historical evidence and projections of future income in the jurisdiction in which it operates and determined that the realization of the deferred tax assets is probable. As such, the valuation allowance was reversed and there was no valuation allowance related to the deferred tax asset of TPH Canada as of December 31, 2021. The Company does not have excess basis in its foreign investments and has therefore not provided a deferred tax liability with respect to an outside basis difference in its investment in foreign subsidiaries. The Company is subject to taxation in the United States and various state, local and foreign jurisdictions. As of December 31, 2021, the Company is not generally subject to examination by the tax authorities for years before 2018. A reconciliation of the changes in tax positions for the years ended December 31, 2021, 2020, and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Beginning unrecognized tax benefit $ — $ — $ — Additions for tax positions of prior years 1,574 — — Additions for tax positions of current year 4,564 — — Ending unrecognized tax benefit $ 6,138 $ — $ — The Company classifies interest relating to tax matters and tax penalties as components of income tax expense in its Consolidated Statements of Operations. As of December 31, 2021, there were $6.1 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. For the years ended December 31, 2021, 2020, and 2019, no interest or penalties were accrued with respect to unrecognized tax positions. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10—Debt The following is a summary of the Company’s debt as of December 31, 2021 and 2020: December 31, 2021 2020 Revolving Credit Facility $ — $ 27,690 Convertible Notes — 150,000 Total debt facilities — 177,690 Unamortized debt discount and issuance costs (1) (521) (30,725) Total debt, net $ (521) $ 146,965 (1) As of December 31, 2021, the Company included unamortized debt issuance costs within Prepaid expenses and other assets on the Consolidated Statements of Financial Position since there were no outstanding borrowings under the Revolving Credit Facility, as defined below. Credit Agreement – Revolving Credit Facility The Company has a revolving credit facility (the “Revolving Credit Facility”) with Cadence Bank, N.A. (“Cadence Bank”). Prior to the Business Combination On November 11, 2020, the Revolving Credit Facility was amended to extend the maturity date from December 31, 2021 to April 1, 2022. On December 28, 2020, the agreement was further amended to expressly permit the transactions contemplated by the proposed Business Combination. During the years ended December 31, 2020 and 2019, the Company made principal payments on the Revolving Credit Facility of $32.0 million and $10.0 million, respectively, as well as drawdowns of $22.0 million and $20.0 million, respectively. For the period prior to the Business Combination, the Revolving Credit Facility bore interest at a rate per annum equal to either the variable Eurodollar Rate (or London Interbank Offered Rate, LIBOR) or a variable Base Rate (defined as the higher of the (i) Federal Funds Rate plus ½ of 1.0%; (ii) Cadence Bank prime rate; or (iii) Eurodollar Rate plus 1.0%) plus a rate which varies by the Company’s leverage ratio, as noted in the table below. Applicable Rate Combined Leverage Ratio Eurodollar Rate Base Rate < 0.50 : 1.00 2.50% 1.50% ≥ 0.50 : 1.00, but < 1.50 : 1.00 2.75% 1.75% ≥ 1.50 : 1.00 3.00% 2.00% Business Combination Impact Upon consummation of the Business Combination, the Company repaid all of the outstanding borrowings under the Credit Agreement, which included $27.7 million of principal plus accrued and unpaid interest. In anticipation of the Closing, on June 15, 2021, the Credit Agreement was amended such that as of the Closing Date, (i) the maturity was extended from April 1, 2022 to July 1, 2025, (ii) interest accrues at LIBOR plus a fixed rate of 2.00% per annum (with a 0.25% LIBOR floor) with an alternate base rate option equal to Cadence Bank’s prime rate minus 1.00% (with a 3.25% floor), (iii) up to $15.0 million of the Revolving Credit Facility may be used for the issuance of letters of credit, (iv) up to $20.0 million of incremental revolving commitments may be incurred under the Credit Agreement, and (v) certain financial covenants were amended. Average Interest rate, Effective Interest Rate and Interest Expense The weighted average interest rate for the Revolving Credit Facility was 2.62% for the period from January 1, 2021 through June 24, 2021 (the Closing Date) and 3.02%, and 4.95% for the years ended December 31, 2020 and 2019, respectively. Debt Issuance Cost —Prior to the Business Combination, the Company incurred $1.8 million in issuance costs related to the Credit Agreement, which were amortized to Interest expense using the effective interest method over the life of the Revolving Credit Facility. The effective interest rate of the Revolving Credit Facility taking into account these issuance costs was 3.73% for the period from January 1, 2021 through June 24, 2021 and 3.93% and 6.48% for the years ended December 31, 2020 and 2019, respectively. The amendment that occurred with the Business Combination was accounted for as a modification as opposed to a debt extinguishment in accordance with U.S. GAAP. As such, the unamortized original debt issuance costs as well as the additional $0.4 million in fees incurred to amend the facility are being amortized using the effective interest method to Interest expense over the amended remaining term of the Revolving Credit Facility. Interest expense related to the Revolving Credit Facility was $0.7 million, $1.6 million, and $1.6 million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, the Company had no outstanding balance related to the Revolving Credit Facility and no incremental revolving commitments were incurred. Convertible Notes - Outstanding Prior to the Business Combination The Company issued 7.0% subordinated unsecured convertible notes with an aggregate principal amount of $150.0 million (the “Convertible Notes”) under a Note Purchase Agreement (as amended, the “NPA”) executed in conjunction with the TPH Business Combination on November 30, 2016 (the “TPH Closing Date”). The Convertible Notes were due to mature on November 30, 2026 (the “Maturity Date”), unless earlier converted or repaid pursuant to the terms. Interest payments were due quarterly; however, until the fifth anniversary of the TPH Closing Date, the Company had the ability to elect to defer its payment of interest up to eight separate times but never exercised this election. Applicable only to the period after the Separation and before the Business Combination, the NPA named PWP Capital Holdings LP as a guarantor of the Convertible Notes and required that financial covenants be determined on a combined basis with the results of both the Company and PWP Capital Holdings LP for the applicable periods ended. Debt Discount and Issuance Costs - A portion of the Convertible Notes was issued at a 5.0% original issue discount in the amount of $5.8 million coupled with a 3.0% commitment fee in the amount of $3.5 million. In addition to the discount and commitment fees, the Company incurred debt issuance costs of approximately $1.1 million in relation to the NPA. The debt discounts and issuance costs were amortized using the effective interest method over the term of the Convertible Notes prior to the Business Combination and redemption. Optional Conversion - In accordance with the NPA, each holder of Convertible Notes (each herein referred to as a “Holder”) had the right at any time on or prior to the Maturity Date, to convert all or a portion of their portion of the Convertible Notes into the Company’s common units at the conversion rate, plus an amount in cash equal to accrued and unpaid interest. The optional conversion was evaluated and deemed to be both beneficial and significant to require separation. The estimated intrinsic value of the Beneficial Conversion Feature (“BCF”) was measured at the most favorable conversion terms and determined to be $32.7 million as of the Closing Date. The recognition of the BCF created a discount on the Convertible Notes with an offsetting increase to Partners’ capital. Letter Agreements - In December 2020, the Company entered into letter agreements (the “2020 Letter Agreements”) with all Holders, which amended and restated any existing letter agreements, pursuant to which all of the Holders (the “Redeeming Holders”) agreed to collectively tender for redemption $150 million aggregate principal amount of their Convertible Notes (such Convertible Notes, the “Redeemed Notes”) for cash. Pursuant to the terms of the 2020 Letter Agreements, the Redeeming Holders agreed not to convert their Convertible Notes in connection with the Business Combination. Business Combination Impact and Redemption Upon consummation of the Business Combination, the Company redeemed the Convertible Notes for $161.6 million, which included the total outstanding $150.0 million aggregate principal, an applicable premium for Redeeming Holders owning at least $5.0 million of principal, and accrued and unpaid interest. The Company recognized a $39.4 million loss on extinguishment of the Convertible Notes composed of the $10.9 million premium and $28.5 million of unamortized debt discount and issuance costs. Each Redeeming Holder was entitled to receive a “top-up” payment if the redemption price was exceeded by the five-day volume weighted average price at which the Company’s Class A common stock traded on the 30th calendar day following the Business Combination plus the aggregate amount of accrued and unpaid interest on such Redeemed Notes. No additional “top-up” payment was required to the Redeeming Holders. Prior to the Business Combination and redemption, certain of the Redeeming Holders were partners. Refer to Note 17—Related Party Transactions for further information. Effective Interest Rate and Interest Expense The effective interest rate of the Convertible Notes, considering the cash coupon rate of 7.0% as well as amortization of the BCF discount, debt discount and issuance costs, was 11.95% for the period from January 1, 2021 through June 24, 2021 (the date such Convertible Notes were redeemed) and 11.95%, and 11.95% for the years ended December 31, 2020, and 2019, respectively. The aggregate interest expense related to the Convertible Notes was $6.9 million, $14.1 million, and $13.8 million during the years ended December 31, 2021, 2020, and 2019, respectively. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | Note 11—Stockholders' Equity Subsequent to the Business Combination as described in Note 3—Business Combination, the Company’s authorized capital stock consists of 2,200,000,000 shares including (i) 1,500,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), (ii) 300,000,000 shares of Class B-1 common stock, par value $0.0001 per share (the “Class B-1 common stock”), and (iii) 300,000,000 shares of Class B-2 common stock, par value $0.0001 per share (the “Class B-2 common stock” and together with the Class B-1 common stock, the “Class B common stock”), and (iv) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. Shares of Class A common stock and Class B common stock are not subject to any conversion right and holders of the Class A common stock and Class B common stock do not have preemptive or subscription rights. Additionally, the Company has 7,869,975 warrants outstanding as of December 31, 2021. See Note 12—Warrants for additional information. Class A Common Stock Holders of Class A common stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Additionally, holders of shares of Class A common stock are entitled to receive ratably, in proportion to the number of shares held by them, dividends and other distributions in cash, stock or property of PWP when, as, and if declared by the Board of Directors out of our assets or legally available funds. Class B Common Stock The Company has two classes of Class B common stock: Class B-1 common stock and Class B-2 common stock. Holders of Class B common stock are entitled to receive ratably, in proportion to the number of shares held, dividends of the same type as any dividends and other distributions in cash, stock or property of PWP payable or to be made on outstanding shares of Class A common stock in an amount per share of Class B common stock equal to the amount of such dividends or other distributions as would be made on 0.001 shares of Class A common stock. Additionally, the holders of shares of Class B common stock are entitled to receive on a pari passu basis with the holders of the Class A common stock, such dividend or other distribution on the Class A common stock when, as, and if declared by the Board of Directors out of our assets or legally available funds. Each holder of Class B-1 common stock shall be entitled to ten votes for each share of Class B-1 common stock held of record by such holder for so long as the Professional Partners directly or indirectly maintain units that represent at least ten percent of issued and outstanding Class A common stock (the “10% Condition”). After the 10% Condition ceases to be satisfied, each share of Class B-1 common stock shall be entitled to one vote. Each holder of Class B-2 common stock shall be entitled to one vote for each share of Class B-2 common stock held of record by such holder. The Class B-1 common stock was distributed to and owned by Professional Partners and the Class B-2 common stock was distributed to and owned by ILPs, with the number of shares of such Class B common stock issued equal to the number of PWP OpCo Units held by Professional Partners and ILPs, respectively, at the Business Combination Closing. Preferred Stock The Board of Directors may establish one or more classes or series of preferred stock (including convertible preferred stock). Our Board of Directors may determine, with respect to any class or series of preferred stock, the terms and rights of such class or series. We currently do not have any preferred stock issued and outstanding. Dividends On August 3, 2021, the Company’s Board of Directors declared a cash dividend of $0.07 per outstanding share of Class A common stock that was paid on September 21, 2021 to each of the holders of Class A common stock of record as of the close of business on September 3, 2021. On November 3, 2021, the Company’s Board of Directors declared a cash dividend of $0.07 per outstanding share of Class A common stock that was paid on December 17, 2021 to each of the holders of Class A common stock of record as of the close of business on December 3, 2021. Holders of Class B common stock also received dividends equal to the amount of dividends made on 0.001 shares of Class A common stock. Rights upon Liquidation In the event of any liquidation, dissolution or winding up of PWP, after payments to creditors of the corporation that may at the time be outstanding and subject to the rights of any holders of Preferred Stock that may then be outstanding, holders of shares of Class A common stock and Class B common stock shall be entitled to receive ratably, in proportion to the number of shares held by them, all remaining assets and funds of PWP available for distribution. For purposes of any such distribution, each share of Class B common stock shall be entitled to receive the same distribution as 0.001 shares of Class A common stock. 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 50,154,199 PWP OpCo Units as of December 31, 2021, which represent a 54.01% 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. Registration Rights Agreement In connection with the Closing, the Company entered into a registration rights agreement among the Sponsor, Professional Partners, the ILPs and other parties thereto from time to time pursuant to which the Company was required to file with the SEC a registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) registering the resale of certain shares of its Class A common stock and certain of its other equity securities, which was filed by the Company with the SEC on July 15, 2021. The Company bears the expenses incurred in connection with the filing of any registration statements filed pursuant to the registration rights agreement. The registration rights agreement does not contain any penalties associated with failure to file or to maintain the effectiveness of a registration statement covering the shares owned by individuals covered by such agreement. Sponsor Share Surrender and Share Restriction Agreement Concurrent with the Business Combination Agreement, FTIV, PWP OpCo and certain other parties entered into the Surrender Agreement with the Sponsor, which was amended on May 4, 2021, under which the Founder Shares owned by the Sponsor as of the Closing and certain shares of Class A common stock purchased by the Sponsor as part of private placement units in connection with FTIV’s initial public offering were subject to transfer restrictions for six months following the Closing of the Business Combination, or until December 24, 2021, and certain of the Founder Shares owned by the Sponsor as of the closing continue to be subject to transfer restrictions that lapse in tranches based on share price targets or the 10 year anniversary of the Closing, whichever occurs first. Additionally, if, prior to the fourth anniversary of the Closing, the closing share price is greater than $12.00 per share or $15.00 per share for any 20 trading days out of 30 consecutive trading days (each a “Trigger Date”), then, during the 15 day period following such Trigger Date, the Company shall have the right to purchase from the Sponsor up to an aggregate of 1,000,000 Founder Shares per Trigger Date for a purchase price of $12.00 per share or $15.00 per share, respectively, by providing written notice of such repurchase election to the Sponsor. On August 9, 2021, the Company repurchased 1,000,000 Founder Shares from the Sponsor at a purchase price of $12.00 per share for a total purchase price of $12.0 million. The share repurchase was recorded to Treasury stock, at cost, on our Consolidated Statements of Financial Condition as of December 31, 2021. Stockholder Agreement On the date of the Closing, PWP and Professional Partners entered into a Stockholders Agreement (the “Stockholders Agreement”), providing for certain approval and director nomination rights in favor of Professional Partners. The Stockholders Agreement provides that for so long as Professional Partners or its limited partners as of the date of the Closing (or their permitted successors or assigns) continue to hold securities representing at least five percent of the Company’s outstanding Class A common stock on an as-exchanged basis (the “5% Condition”), the Board of Directors may not approve, absent the prior consent of Professional Partners, any amendment to the certificate of incorporation or bylaws of the Company, or the limited partnership agreement of PWP OpCo, in each case, that would materially and adversely affect in a disproportionate manner the rights of Professional Partners or its limited partners. In addition, for so long as the 10% Condition is met, the Board of Directors may not approve, absent the prior consent of Professional Partners, a number of ordinary course operating activities in respect of the Company, PWP OpCo and PWP OpCo’s subsidiaries. The effect of the agreement is that Professional Partners may maintain control over the Company’s significant corporate transactions even if it holds less than a majority of the combined total voting power of the Class A and Class B common stock. The Stockholders Agreement will terminate once the 5% Condition is no longer satisfied. PWP OpCo Limited Partnership Agreement Governance and Voting and Economic Rights On the date of the Closing, PWP OpCo adopted an Amended and Restated Agreement of Limited Partnership of PWP OpCo (as amended, restated, modified or supplemented from time to time, the “PWP OpCo LPA”). Through the Company’s control of PWP GP, the general partner of PWP OpCo, the Company will have unilateral control (subject to the consent of PWP OpCo’s partners on certain limited matters) over the affairs and decisions of PWP OpCo, including the appointment of officers of PWP OpCo. As such, including through such officers and directors, the Company will be responsible for all operational and administrative decisions of PWP OpCo and the day-to-day management of PWP OpCo’s business. Furthermore, PWP GP cannot be removed as the general partner without the Company’s approval. No holders of PWP OpCo Units (the “PWP OpCo Unitholders”), in their capacity as such, will have any authority or right to control the management of PWP OpCo or to bind it in connection with any matter. However, Professional Partners, which is ultimately managed by a committee of limited partners that manages Professionals GP, the general partner of Professional Partners, will have the ability to exercise majority voting control over the Company by virtue of its ownership of all outstanding shares of Class B-1 common stock. In accordance with the PWP OpCo LPA, the Company intends to use best efforts to cause PWP OpCo to make sufficient cash distributions to the PWP OpCo Unitholders to fund their tax obligations in respect of the income of PWP OpCo that is allocated to them. Generally, these tax distributions will be computed based on the Company’s estimate of the net taxable income of PWP OpCo allocable to such holder of partnership units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporation (taking into account the non-deductibility of certain expenses and the character of PWP OpCo’s income). Exchange Rights In accordance with the PWP OpCo LPA, 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 our option) which will be delivered to such PWP OpCo Unitholder (at our option) at a conversion rate of 0.001. The PWP OpCo LPA contains restrictions on the ability to exchange PWP OpCo Units for shares of Class A common stock or cash from an offering of shares of Class A common stock, for the following periods: (i) PWP OpCo Units held by Professional Partners are subject to a restriction for time periods that are fully back-to-back with the lock-up periods contemplated in the amended and restated limited partnership agreement of Professional Partners (generally speaking, such lock-up periods (a) for former working partners, was 180 days after Closing and expired on December 24, 2021; and (b) for working partners, is between three |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants Abstract | |
Warrants | Note 12—Warrants Public Warrants Each public warrant entitles the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment, and became exercisable on September 29, 2021, the one-year anniversary of FTIV’s initial public offering. A warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. The warrants will expire five years after the Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a public warrant and will have no obligation to settle such public warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the public warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations described below with respect to registration. No public warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their public warrants, unless the issuance of the shares upon such exercise has been registered, qualified or deemed exempt under the securities laws of the state of residence of the exercising holder. The Company filed a registration statement under the Securities Act with the SEC on July 15, 2021 which was declared effective July 26, 2021. It is the Company’s responsibility to maintain the effectiveness of such registration statement and a current prospectus related thereto, until the expiration of the public warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the shares of Class A common stock are, at the time of any exercise of a public warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Company may call the warrants for redemption as follows: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption for cash, management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. Warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. As of December 31, 2021, the Company had 7,666,642 public warrants outstanding. Private Warrants The private warrants are identical to the public warrants, except that the private warrants and the Class A common stock issuable upon the exercise of the private warrants were subject to certain restrictions on transfer, assignment or sale until July 24, 2021, 30 days after the completion of the Business Combination. Additionally, the private warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the private warrants are held by someone other than the Sponsor or its permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. As of December 31, 2021, the Company had 203,333 private warrants outstanding. Valuation of Warrants The public and private warrants meet the definition of a derivative under ASC 815 and as such, the Company recorded these warrants as liabilities at fair value upon the closing of the Business Combination in accordance with ASC 820 with subsequent changes in their respective fair values recorded in Change in fair value of warrant liabilities on the Consolidated Statements of Operations. See Note 16—Fair Value Measurements and Investments for descriptions of the valuation methodology and further information. Exercise of Warrants On September 29, 2021, all of the public and private warrants became exercisable. As of December 31, 2021, none of the warrants were exercised. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note 13—Equity-Based Compensation 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. 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 maximum aggregate number of shares of Class A common stock reserved for issuance under the PWP Incentive Plan for general purposes (the “General Share Reserve”) is 13,980,000 shares and will be increased on the first day of each fiscal year of the Company beginning in calendar year 2022 by the number of shares of Class A common stock equal to the excess, if any, of (i) 15% of the number of outstanding shares of Class A common stock and the outstanding PWP OpCo Units that are exchangeable for shares of Class A common stock, in each case, on the last day of the immediately preceding fiscal year, over (ii) the number of shares of Class A common stock reserved and available for issuance in respect to future grants of awards under the PWP Incentive Plan as of the last day of the immediately preceding fiscal year. In addition to the General Share Reserve, 10,200,000 shares of Class A common stock (the “Transaction Pool Share Reserve”) are reserved for issuance under the plan through the one-year anniversary of the Business Combination, of which (i) up to 7,000,000 shares are reserved for Transaction Pool RSUs (defined below) and (ii) 3,200,000 shares are reserved for Transaction Pool PSUs (defined below). The Company intends to use newly issued shares of PWP Class A common stock to satisfy vested awards under the PWP Incentive Plan, with the exception of vested awards for certain employees in France which will be issued out of the Company’s treasury shares. Certain employees in France and Canada receive dividend equivalents in the form of additional awards that have the same vesting terms as the original underlying awards. These additional dividend equivalent awards are granted from the General Share Reserve. Awards granted from the General Share Reserve that are subsequently forfeited, cancelled, exchanged, surrendered, terminated or expired are available for future grant. However, awards granted from the Transaction Pool Share Reserve that are subsequently forfeited, cancelled, exchanged, surrendered, terminated or expired are not available for future grant. As of December 31, 2021, 3,574,786 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 in the form of (i) restricted stock units out of the Transaction Pool Share 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 that vest upon the achievement of both service and market conditions (“Management PSUs”). Transaction Pool PSUs — The service condition requirement with respect to the Transaction Pool PSUs is generally satisfied over three The following table summarizes activity related to unvested Transaction Pool PSUs for the year ended December 31, 2021: Transaction Pool PSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted (1) 3,208,126 12.74 Vested — — Forfeited — — Balance at December 31, 2021 3,208,126 $ 12.74 __________________ (1) Includes dividend equivalents that have been awarded in the form of additional Transaction Pool PSUs that were granted from the General Share Reserve. The grant date fair value of the Transaction Pool PSUs granted during the year ended December 31, 2021 was $40.9 million. As of December 31, 2021, total unrecognized compensation expense related to unvested Transaction Pool PSUs was $37.2 million, which is expected to be recognized over a weighted average period of 3.67 years. The Company estimated the fair value of the Transaction Pool PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions: Assumptions Risk-free interest rate 0.93 % Dividend yield 2.00 % Volatility factor 32.90 % Transaction Pool RSUs — The Transaction Pool RSUs generally vest in equal annual installments over the requisite service period of three years. The grant date fair value of the Transaction Pool RSUs granted during the year ended December 31, 2021 was $97.7 million, which was based on the PWP stock price on the date of grant. As of December 31, 2021, total unrecognized compensation expense related to unvested Transaction Pool RSUs was $60.0 million, which is expected to be recognized over a weighted average period of 2.44 years. The following table summarizes activity related to unvested Transaction Pool RSUs for the year ended December 31, 2021: Transaction Pool RSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted (1) 6,990,474 13.97 Vested (1,441,375) 13.97 Forfeited (98,495) 13.97 Balance at December 31, 2021 5,450,604 $ 13.97 __________________ (1) Includes dividend equivalents that have been awarded in the form of additional Transaction Pool RSUs that were granted from the General Share Reserve. Certain employee offer letter awards, that were previously accounted for as liability awards due to a cash settlement option, have been settled using Transaction Pool RSUs. This settlement was treated as a modification of the award, and as such, the liability balance of $3.9 million as of the Transaction Pool RSU grant date was reclassified from Accounts payable, accrued expenses and other liabilities to Additional paid-in capital on the Consolidated Statement of Financial Condition as of December 31, 2021. Management PSUs — The service condition requirement with respect to the Management PSUs is generally satisfied in two equal installments subject to continued employment on the third and fifth anniversaries of the grant date. The market condition is satisfied upon the achievement of closing stock prices equal to $15, $20, $25 and $30 for any 20 trading days out of any 30 consecutive trading days prior to the fifth anniversary of the grant date, as measured on the last calendar day of each month, subject to linear interpolation between the applicable price points. The following table summarizes activity related to unvested Management PSUs for the year ended December 31, 2021: Management PSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted 9,500,000 8.86 Vested — — Forfeited — — Balance at December 31, 2021 9,500,000 $ 8.86 The weighted average grant date fair value of the Management PSUs granted during the year ended December 31, 2021 was $84.2 million. As of December 31, 2021, total unrecognized compensation expense related to unvested Management PSUs was $76.6 million, which is expected to be recognized over a weighted average period of 3.69 years. The Company estimated the fair value of the Management PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions: Assumptions Risk-free interest rate 0.77 % Dividend yield 2.00 % Volatility factor 32.41 % General Awards On August 31, 2021, the Company granted RSU awards out of the General Share Reserve that vest upon the achievement of service conditions (the “General RSUs”). The Company expects to grant General RSUs from time to time in the ordinary course of business. The General RSUs vest over the requisite service period, which is generally one The following table summarizes activity related to unvested General RSUs for the year ended December 31, 2021: General RSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted 906,836 13.76 Vested (319) 13.97 Forfeited — — Balance at December 31, 2021 906,517 $ 13.76 Voting and Dividend Equivalent Rights Grantees of the Company’s RSUs and PSUs have no rights as stockholders with respect to the right to vote or the right to receive dividends prior to the date that the underlying shares are issued. If during the period commencing on the grant date and ending on the date the underlying shares are issued, the Company declares a dividend on its shares, then the grantee shall be eligible to receive such dividends on or about the date such shares are issued. Certain employees in France and Canada receive dividends in the form of award grants that match the underlying award from which the dividends were generated. The remaining employees receive such awards in the form of cash. Legacy Awards and Professional Partners Awards Professional Partner Awards As more fully described below, 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 and a related internal reorganization of Professional Partners, an ownership structure was implemented that includes a class of partnership units that allocates increases in value and income and distributions on a pro-rata basis to all holders of such partnership units in accordance with their ownership interests. Pursuant to the internal reorganization, existing Legacy Awards were canceled and replaced by converting each limited partner’s capital interests in Professional Partners attributable to PWP OpCo into a combination of original capital units (“OCUs”), value capital units (“VCUs”), and/or alignment capital units (“ACUs”). The OCUs are held by current limited partners of Professional Partners based on a pro-rata allocation of their existing capital and were fully vested upon recapitalization. The VCUs and ACUs (collectively, “Professional Partners Awards”) are held by current working partners and require services to be performed on behalf of PWP OpCo. The Professional Partners Awards are generally subject to a service-based graded vesting schedule over a three The Company accounted for the cancellation of the Legacy Awards and concurrent grant of Professional Partners Awards as a modification of the Legacy Awards. The fair value of the Professional Partners Awards granted was determined to be incremental value conveyed to the holders of the Legacy Awards and will be accounted for under ASC Topic 718, Compensation—Stock Compensation, with the cost reflected in Equity-based compensation over the requisite service period. The Company will continue to amortize the unrecognized cost associated with the Legacy Awards over its original vesting schedule. The $301.5 million grant-date fair value of the Professional Partners Awards is based on the closing price of PWP Class A common stock on the date of grant as units in Professional Partners are ultimately exchangeable into shares of PWP Class A common stock on a one-for-one basis. The vesting of Professional Partners Awards does not dilute Perella Weinberg Partners shareholders relative to Professional Partners as Professional Partners’ interest in PWP OpCo does not change as a result of granting those equity awards to its working partners. As a result, all of the compensation expense and corresponding capital contribution associated with the Professional Partners Awards, as well as the remaining compensation expense related to the Legacy Awards, is allocated to non-controlling interests on the Consolidated Statements of Operations and Consolidated Statements of Financial Condition. If any Professional Partners Award is forfeited, the value attributable to the forfeited Professional Partners Award will accrete to all limited partners in Professional Partners based on relative ownership at the time of forfeiture. The accretion of value upon forfeiture reflects a reallocation of value attributable to the forfeited Professional Partners Award and does not result in an incremental grant. On August 31, 2021, certain Professional Partner ACUs and VCUs held by French partners were canceled, and an equal number of Transaction Pool PSUs were issued to such partners. The Company accounted for these transactions as a modification. The grant-date fair value of the Transaction Pool PSUs was based on the closing price of PWP Class A common stock on the date of grant. The total expense associated with the replacement awards will be amortized over the remaining service period for Transaction Pool PSUs. The canceled Professional Partner Awards were reallocated to certain other working partners on August 31, 2021, and the Company accounted for these as a new grant of ACUs and VCUs. The grant date fair value of these awards was $11.5 million which was based on the closing price of PWP Class A common stock on the date of grant. As of December 31, 2021, there was $270.2 million of unrecognized compensation expense related to unvested Professional Partners Awards, which is expected to be recognized over a weighted-average period of 4.37 years. Legacy Awards Prior to Business Combination Concurrent with the TPH Business Combination, an initial tranche of Legacy Awards was granted to certain partners supporting the Company’s operations. The initial tranche of the Legacy Awards generally vested over a three-year service period beginning on the grant date. Subsequent to the initial tranche, Legacy Awards were granted to partners on a periodic basis in accordance with the LPA and generally vested over four years. Prior to the Business Combination, in the event one of these partners was terminated or left at will before meeting their service requirement, all or a portion of their equity was forfeited and allocated to the other partners in accordance with the LPA. Professional Partners had a right but not an obligation to repurchase the awards upon certain termination events. During the years ended December 31, 2018 and 2017, Professional Partners granted Legacy Awards in the amount of $4.6 million and $37.6 million, respectively, which vested over a four year service period beginning on the grant date. The measurement of the grant-date fair value required Professional Partners to make estimates about future operating results and the appropriate risk-adjusted discount rates. The methods used to estimate the fair value of equity-based compensation include the market approach and the income approach, each of which involve a significant degree of judgment. Under the market approach, fair value is determined by multiplying earnings before interest and taxes, depreciation and amortization (“EBITDA”) and revenues by the relevant valuation multiple of comparable public companies—adjusted for differences that impact comparability. Under the income approach, fair value is determined by converting future projected cash flows to a single present value amount (discounted) using current expectations about those future cash flows. The following table presents the ranges of the significant assumptions used to develop the grant date fair value of these equity-based awards: Range for the Year Ended December 31, Valuation methodology Significant assumptions 2018 2017 Income approach Discount rate 9.90% - 10.80% 9.80% - 11.10% Market approach Income multiples 12.00 - 20.00 11.00 - 14.00 Revenue multiples 2.25 - 4.00 2.25 - 4.25 Growth rate 2.50% - 2.75% 2.50% - 2.75% On October 1, 2018, the Company modified certain of its existing Legacy Awards, and as a result of the modification, the Company was required to recognize incremental equity-based compensation expense of $74.6 million, which was subject to a graded vesting schedule over a five year service period beginning on October 1, 2018. In connection with the October 1, 2018 modification, the Company utilized a Monte Carlo simulation, in addition to the market and income approaches, to estimate the fair value of the modification. The following table presents the ranges of the significant assumptions used to develop the fair value estimate of this modification: Valuation methodology Significant assumptions Range for October 1, 2018 Monte Carlo simulation Risk-free interest rate 2.98% Expected volatility 30% Expected term of the awards granted during the period (years) 5 Income approach Discount rate 9.90% - 10.80% Market approach Income multiples 12.00 - 20.00 Revenue multiples 2.25 - 4.00 Growth rate 2.50% - 2.75% The risk-free interest rate selected was based on a five-year U.S. Treasury rate, which matched the expected term of the award. The stock price volatility selected was based upon an average of historical volatilities of comparable publicly traded companies in industries similar to the Professional Partners, as the Professional Partners did not have a basis for actual stock price volatility. Additionally, it was assumed that no dividends would be paid over the vesting period. During the year ended December 31, 2019, Professional Partners granted Legacy Awards with a grant date fair value of $14.7 million. The fair value of these awards was estimated using the income approach and assumed a range of discount rates between 3.6% and 12.1%. During the year ended December 31, 2020, Professional Partners granted Legacy Awards with a grant date fair value of $6.4 million. The fair value of these awards was estimated using the income approach and assumed a range of discount rates between 3.8% and 11.2%. During the year ended December 31, 2021, Professional Partners granted Legacy Awards with a grant date fair value of $9.3 million, which was estimated using the income approach and assume a range of discount rates between 2.0% and 9.8%. Under the income approach, fair value is determined by converting future projected cash flows to a single present value amount (discounted) using current expectations about those future cash flows. During the year ended December 31, 2020, the Company modified certain Legacy Awards that were granted in 2016 by extending the vesting period and changing certain vesting provisions regarding termination, resignation or death/disability. The awards were considered probable of vesting both prior to and post modification and therefore the modification was considered a Type 1 modification. The award value at the time of modification was determined to be less than the original grant date fair value and as a result no additional compensation expense was recognized due to the modification. Additionally, the Company elected to continue to recognize Equity-based compensation expense over the original vesting period. The Legacy Awards were cancelled in connection with the Business Combination, but the Company will continue to amortize the unrecognized cost associated with the Legacy Awards over the original vesting schedule. As of December 31, 2021, there was $22.9 million of unrecognized compensation cost associated with the Legacy Awards that is expected to be recognized over a weighted-average period of 1.74 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 Consolidated Statements of Operations: Year Ended December 31, 2021 2020 2019 Professional fees PWP Incentive Plan Awards $ 703 $ — $ — Total Professional fees $ 703 $ — $ — Equity-based compensation PWP Incentive Plan Awards $ 44,891 $ — $ — Legacy Awards (1) 19,105 24,815 193,299 Professional Partners Awards (1) 32,334 — — Total Equity-based compensation $ 96,330 $ 24,815 $ 193,299 Income tax benefit of equity-based awards $ 4,901 $ — $ — _________________ |
Other Compensation and Benefits
Other Compensation and Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Other Compensation and Benefits | Note 14—Other Compensation and Benefits Compensation and benefits includes, but is not limited to, salaries, bonuses (discretionary awards and guaranteed amounts), severance and deferred compensation. In all instances, compensation expense is accrued over the requisite service period. Deferred Compensation Programs The Company has various deferred compensation plans. Some plans allow employees to defer cash payments for services performed in the past and some plans require future service. The Company recognizes compensation expense over the requisite service period. In addition, certain legacy plans required the Company to invest the deferred amounts into designated brokerage accounts at the employee’s discretion, while others allowed employees to make hypothetical investments in which their deferrals were deemed to be invested. The designated brokerage balances are reflected in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition. The Company maintains company-owned life insurance policies which are designed to offset a portion of the liability for the hypothetical investments of these legacy plans. The cash surrender value of these life insurance policies is also included in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition. During the year ended December 31, 2019, the Company granted deferred compensation to certain U.S. partners. These awards total approximately $8.8 million and vest on various dates between January 1, 2022 and January 1, 2023 or earlier upon the occurrence of certain events. Forfeiture of unvested grants occurs in the event of involuntary termination, and payment is due on various dates between April 2022 and April 2023 or earlier upon the occurrence of certain events. Also, during the year ended December 31, 2019, the Company entered into deferred profit sharing arrangements with certain UK partners in the amount of $3.4 million. The deferred amounts will be paid to these UK partners on various dates, commencing on December 31, 2020 through April 15, 2023. No deferred compensation awards were granted during the years ended December 31, 2021 and 2020. Deferred compensation liabilities will be paid at various intervals through 2023 and are presented within Deferred compensation programs on the Consolidated Statements of Financial Condition. During the year ended December 31, 2019, $0.9 million of deferred compensation awards were forfeited. There were no forfeitures during the years ended December 31, 2021 and 2020. Compensation expenses related to these deferred compensation plans was $1.1 million, $5.8 million and $5.5 million for the years ended December 31, 2021, 2020, and 2019, respectively, and are presented within Compensation and benefits in the Consolidated Statements of Operations. 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 UK pension scheme for UK employees and (iii) a Germany pension plan for employees in Germany. For the years ended December 31, 2021, 2020 and 2019, expenses related to the Company’s employee benefit plans were $5.0 million, $4.5 million, and $4.4 million, respectively, and are included in Compensation and benefits in the Consolidated Statements of Operations. Separation and Termination Benefits In the second quarter of 2020, the Company underwent a review of operations and headcount levels and the decision was made to reduce employee headcount. In conjunction with such reduction, affected employees were offered a combination of separation and transition benefits (the “termination cost”). The total termination cost was approximately $6.0 million which was included in Compensation and benefits in the Consolidated Statements of Operations for the year ended December 31, 2020. These termination costs were fully recognized once the service requirement of the affected employees was complete. The termination costs were substantially paid by December 31, 2020. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Class A Common Shareholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Class A Common Shareholders | Note 15—Net Income (Loss) Per Share Attributable to Class A Common Shareholders The Company analyzed the calculation of net income (loss) per share for periods prior to the Business Combination on June 24, 2021 and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements. Therefore, net income (loss) per share information has not been presented for periods prior to the Business Combination. The basic and diluted net income (loss) per share attributable to Class A common shareholders for the year ended December 31, 2021, as presented on the Consolidated Statements of Operations, represent only the period after the Business Combination to December 31, 2021. The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below: For the period from June 24, 2021 through December 31, 2021 Numerator: Net income (loss) attributable to Perella Weinberg Partners - basic $ (9,421) Dilutive effect from assumed exchange of PWP OpCo Units, net of tax (51,904) Net Income (loss) attributable to Perella Weinberg Partners - diluted $ (61,325) Denominator: Weighted average shares of Class A common stock outstanding - basic 42,595,712 Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 50,154,199 Weighted average shares of Class A common stock outstanding - diluted 92,749,911 Net income (loss) per share attributable to Class A common shareholders Basic $ (0.22) Diluted $ (0.66) 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 outstanding warrants and unvested RSUs and PSUs 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 Closing Date. The Company also adjusts the net income (loss) attributable to Class A common shareholders under the treasury stock method to reverse the effect on earnings of classifying the warrants as liabilities. All adjustments are net of any tax impact. 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: For the period from June 24, 2021 through December 31, 2021 Warrants 1,029,210 RSUs and PSUs 275,453 1,304,663 |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements and Investments | Note 16—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 active markets. Level 3 - Pricing inputs are unobservable for the financial instruments and includes 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. 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. Due to the variable rate nature of the Revolving Credit Facility, the carrying value as of December 31, 2020 approximated the fair value. 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 December 31, 2021 and 2020: December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets Investments in mutual funds and other $ 500 $ — $ — $ 500 Cash surrender value of company-owned life insurance — 565 — 565 Total financial assets $ 500 $ 565 $ — $ 1,065 Financial liabilities Warrant liabilities - Public warrants $ 27,063 $ — $ — $ 27,063 Warrant liabilities - Private warrants — — 742 742 Total financial liabilities $ 27,063 $ — $ 742 $ 27,805 December 31, 2020 Level 1 Level 2 Level 3 Total Financial assets Investments in mutual funds and other $ 584 $ — $ — $ 584 Cash surrender value of company-owned life insurance — 857 — 857 Total financial assets $ 584 $ 857 $ — $ 1,441 The Company had no transfers between fair value levels during each of the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company held investments related to a legacy deferred compensation program and securities. These amounts are included in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition. The cash surrender value of company-owned life insurance is included in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition at the amount that could be realized under the contract as of December 31, 2021 and 2020, which approximates fair value. The public warrants are valued using quoted market prices on the Nasdaq Global Select Market under the ticker PWPPW and are included in Warrant liabilities on the Consolidated Statements of Financial Condition. As of December 31, 2021, the price per public warrant was $3.53. Management determines the fair value of the private warrants using the Black-Scholes option pricing valuation model (“Valuation Model”). The private warrants are classified as Level 3 as of December 31, 2021 because of the use of significant unobservable inputs in the Valuation Model. The inputs into the Valuation Model for the private warrants, including some significant unobservable inputs, were as follows: December 31, 2021 Risk-free rate of return 1.19 % Expected volatility 35.06 % Expected dividend yield 2.20 % Expected term (years) 4.48 Exercise price per share $11.50 Asset price per share $12.86 The Company’s use of the Valuation Model required the use of the following assumptions: • The risk-free rate of return assumption was based on the continuously compounded, term-matching, zero-coupon rate derived from a U.S. Treasury yield curve on each valuation date. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected volatility assumption was based on the average of the implied volatility from the Company’s publicly traded warrants and a leverage adjusted volatility of the Company’s publicly traded industry peers. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities. • The dividend yield was based on the continuously compounded quarterly dividend the Company expects to pay during the term. The resulting valuation for the private warrants were determined to be $3.65 per unit as of December 31, 2021. The Company had 203,333 private warrants outstanding as of December 31, 2021, resulting in a fair value of $0.7 million recorded within Warrant liabilities in the Consolidated Statements of Financial Condition. The following table presents changes in Level 3 financial liabilities measured at fair value for the period from June 24, 2021 to December 31, 2021: Private Warrants Balance at Business Combination $ 675 Change in fair value 67 Balance at end of period $ 742 Other Investments As of December 31, 2021, the Company applies the equity method of accounting to its investment in PFAC Holdings I LLC (“PFAC Holdings”), an indirect parent of PWP Forward Acquisition Corp. I (“PFAC”), a special purpose acquisition company. As of December 31, 2021, the Company’s investment in PFAC Holdings was $1.3 million. The Company’s share of earnings of PFAC Holdings is included in the Consolidated Statements of Operations for the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17—Related Party Transactions Asset Management Business / PWP Capital Holdings LP Prior to the Separation, PWP Holdings LP paid for shared costs including compensation for corporate support functions and non-compensation costs such as rent, occupancy, professional services, information technology and communication costs. Such costs were paid on behalf of the Asset Management business and allocated to the Asset Management business on a specific identification basis or on a pro-rata basis of headcount, relative usage or another basis depending on the nature of the expense. TSA Agreemen t - 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 services to PWP Capital Holdings LP and PWP Capital Holdings LP agreed to provide certain services to the Company. Either party to the TSA may terminate the agreement solely as it applies to the services it receives under the agreement with 90 days prior written notice. The services provided under the TSA primarily relate to administrative services such as legal, human resources, compliance, information technology and certain finance functions. Additionally, the Company pays certain vendors for services that were previously contracted and are shared between PWP Capital Holdings LP and the Company until such time as separate terms can be reached with the vendors or the TSA terminates. Fees for services provided as well as a list of specified vendors are stipulated within the TSA. 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. The Company also subleased a portion of its office space at its Houston location to PWP Capital Holdings LP, but this sublease was terminated in August 2021. 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 at Note 5—Leases. Compensation Arrangements - In addition, PWP Capital Holdings LP has entered into an arrangement with an employee of the Company 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 the employee now and in the future are recognized by PWP Capital Holdings LP. All compensation related to services this employee provides to the Company are included in Compensation and benefits in the Consolidated Statements of Operations. Amounts due from PWP Capital Holdings LP are reflected as Due from related parties on the Consolidated Statements of Financial Condition. The following table shows the components of related party income and expenses related to the TSA and sublease agreements included in the Consolidated Statements of Operations for the periods presented. Year Ended December 31, 2021 2020 2019 Related party income TSA income - Compensation related $ 3,165 $ 3,837 $ 4,280 TSA income - Non-compensation related 659 1,484 1,164 Sublease income 2,957 3,942 3,366 Total related party income $ 6,781 $ 9,263 $ 8,810 Related party expenses TSA compensation expense (1) $ 134 $ 176 $ 588 TSA non-compensation expense (2) — 110 24 $ 134 $ 286 $ 612 __________________ (1) TSA compensation expense is included in Compensation and benefits in the Consolidated Statements of Operations. (2) TSA non-compensation expense is included in various financial statement line items in the Consolidated Statements of Operations. Tax Receivable Agreement In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs under which the Company agreed to payment of 85% of the amount of savings, if any, that the Company realizes in U.S. federal, state, local and foreign income taxes as a result of (i) the Business Combination and related transactions, (ii) exchanges of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (iii) payments made under the tax receivable agreement. As of December 31, 2021, the Company had an amount due of $14.1 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. The Company expects to make the following payments with respect to the tax receivable agreement, which may differ significantly from actual payments made: Years Ending: Estimated Payments Under Tax Receivable Agreement 2022 $ 432 2023 746 2024 757 2025 775 2026 791 Thereafter 10,607 Total payments $ 14,108 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 other affiliate. As the Partner Promissory Notes and associated interest receivable relate to equity transactions, they have been recognized as a reduction of equity on the Consolidated Statements of Financial Condition in the amounts of $6.0 million and $8.0 million as of December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, $1.8 million of principal and interest was repaid to the Company from partners. During the year ended December 31, 2019, $1.3 million of principal and interest was repaid to the Company from partners and $1.8 million of additional Partner Promissory Notes were issued to certain partners with terms similar to those previously described. No amounts related to the Partner Promissory Notes were repaid to the Company or newly issued by the Company for the year ended December 31, 2020. During the year ended December 31, 2019 and in connection with the Separation, certain Partner Promissory Notes in the amount of $1.6 million were transferred from the Company to PWP Capital Holdings LP. Other Partner Loans and Loan Guarantees In November 2021, PWP OpCo agreed to provide loans to certain partners in an aggregate amount of approximately $3.3 million. These loans are recognized in Due from related parties on the Consolidated Statements of Financial Condition. The Company has unconditionally guaranteed certain of its partners’ loans with First Republic Bank. Refer to Note 18—Commitments and Contingencies for additional information on the guarantees. Convertible Notes Principal amounts of $8.7 million related to the Convertible Notes were held by partners prior to redemption upon closing of the Business Combination. Refer to Note 10—Debt for additional information on the Convertible Notes. Revolving Credit Facility An executive of the Company was an independent director on the board of Cadence Bank, the holder of the Revolving Credit Facility, until May of 2019 at which time he retired from that position. Refer to Note 10—Debt for additional information on the Revolving Credit Facility. Other Related Party Transactions The Company has a minority interest in PFAC Holdings, an indirect parent of PFAC. The Company earned an advisory fee related to PFAC’s initial public offering of $0.6 million during the year ended December 31, 2021. In addition, the Company receives a fee of $10,000 per month for certain administrative services provided to PFAC. During the year ended December 31, 2021, the Company earned $3.1 million in advisory fees from entities controlled by a member of the Board of Directors, which are included in Revenues on the Consolidated Statements of Operations. The Company may earn additional advisory fees from these related entities in future periods. In September 2021, Perella Weinberg UK Limited, Professional Partners and certain partners (including one partner who serves as a Company director and co-president) entered into a reimbursement agreement, pursuant to which such partners directed Professional Partners to pay distributions related to their ACUs first to a subsidiary of the Company, so that the subsidiary can make employment income tax payments on such distributions to the appropriate non-US authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18—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. The total guarantees related to partners was $3.3 million and $5.6 million as of December 31, 2021 and 2020, respectively. These guarantees are secured by the partners’ interests in Professional Partners. As of December 31, 2021 and 2020, no loan was 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 December 31, 2021 and 2020, 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 consolidated financial statements of the Company as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020, and 2019. 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 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. During the years ended December 31, 2021, 2020, and 2019, the Company incurred $1.1 million, $1.4 million, and $4.0 million, respectively, in legal and professional fees, net of expected insurance reimbursement, related to this litigation. These litigation costs are included in Professional fees in the Consolidated Statements of Operations. Other |
Business Information
Business Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Information | Note 19—Business Information The Company’s activities of providing advisory services for mergers-and-acquisitions, 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 revenues for the years ended December 31, 2021, 2020, and 2019. 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. Year Ended December 31, 2021 2020 2019 Revenues United States $ 659,947 $ 387,038 $ 446,320 International 141,715 131,948 86,977 Total $ 801,662 $ 518,986 $ 533,297 December 31, 2021 2020 Assets United States $ 552,865 $ 406,884 International 165,462 136,069 Total $ 718,327 $ 542,953 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20—Subsequent Events The Company has evaluated subsequent events through the issuance date of these consolidated financial statements. On January 1, 2022, the total shares reserved and available for future issuance under the PWP Incentive Plan increased to 13.9 million in accordance with the terms of such plan, and on March 4, 2022, the Company granted 6,322,746 RSUs to certain employees and executive officers pursuant to such plan. On January 21, 2022, the Company closed its 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 purchase from certain non-employee holders (i) outstanding PWP OpCo Units and (ii) outstanding shares of the Company’s Class B common stock. As a result of the use of proceeds, the non-controlling ownership interests in PWP OpCo decreased to 50.17%. 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. On February 16, 2022, the Company’s Board of Directors declared a cash dividend of $0.07 per outstanding share of Class A common stock. This dividend will be payable on March 17, 2022 to each of the holders of Class A common stock of record as of the close of business on March 3, 2022. 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. On February 16, 2022, the Company’s Board of Directors approved a stock repurchase program under which the Company is authorized to repurchase up to $100.0 million of the Company’s Class A common stock with no requirement to purchase any minimum number of shares. Shares may be repurchased under the new repurchase program through open market purchases, privately negotiated transactions, block trades, accelerated or other structured share repurchase programs, or other means. The manner, timing, pricing and amount of any transactions will be subject to the Company’s discretion. On February 18, 2022, the Company entered into a lease agreement related to the relocation of its U.K. office to 80 Charlotte Street, London, United Kingdom. The lease has an initial term of 12 years and is expected to commence in mid 2022. On February 22, 2022, the Company entered into an amendment to its Los Angeles office lease whereby the Company will move to a larger space within the building. The lease is expected to commence in mid 2022 and is scheduled to expire on December 31, 2032. On February 28, 2022, the Company settled an exchange of certain PWP OpCo Units and certain shares of Class B common stock for 337,048 shares of Class A common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The 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 consolidated financial statements. The Business Combination was treated as a reverse recapitalization transaction between entities under common control, whereby PWP OpCo was considered the accounting acquirer and predecessor entity and therefore recognized the carrying value of the net assets of FTIV as an equity contribution with no incremental goodwill or intangible assets. The historical operations of PWP OpCo are deemed to be those of the Company. Thus, the consolidated financial statements included in this Annual Report on Form 10-K reflect (i) the historical operating results of PWP OpCo prior to the Business Combination and (ii) the combined results of the Company following the Business Combination. See Note 3—Business Combination for additional discussion related to the transaction. Prior to the Separation in February 2019, assets and liabilities held by PWP Group were for both the Advisory and Asset Management businesses. Based on an evaluation of the guidance under SAB Topic 5.z.7, Accounting for the spin-off of a subsidiary, it was determined that the Separation should be reflected as a change in reporting entity. As such, the accompanying consolidated financial statements of the Company retroactively reflect the Separation, including all distributions and transactions in conjunction therewith, and exclude the Asset Management business for the year ended December 31, 2019. |
Use of Estimates | Use of Estimates The preparation of the 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 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 consolidated financial statements, management makes estimates regarding the following: • measurement of amount due pursuant to the tax receivable agreement; • measurement and timing of revenue recognition; • adequacy of the allowance for credit losses; • measurement and realization of deferred taxes; • measurement of equity-based awards; • evaluation of goodwill and intangible assets; • fair value measurement of financial instruments; and |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes cash and highly liquid investments with original maturities of three months or less from the date of purchase. As of December 31, 2021 and 2020 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 December 31, 2021 and 2020, the Company had restricted cash of $2.0 million and $1.8 million, respectively, 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 December 31, 2021 and 2020 is presented below: December 31, 2021 2020 Cash $ 502,773 $ 329,063 Cash equivalents — — Restricted cash 2,002 1,845 Cash, cash equivalents and restricted cash as shown on statements of cash flows $ 504,775 $ 330,908 |
Accounts Receivable | Accounts Receivable Accounts receivable are presented net of allowance for credit losses based on the Company’s assessment of collectability. The Company regularly reviews its accounts receivable for collectability and an allowance is recognized for credit losses, if required. As of December 31, 2021 and 2020, $2.5 million and $5.1 million of accrued revenue, respectively, was included in Accounts receivable, net of allowance for credit losses on the Consolidated Statements of Financial Condition. These amounts represent amounts due from clients and recognized as revenue in accordance with the Company’s revenue recognition policies but unbilled at the end of the period. |
Allowance for Credit Losses | Allowance for Credit Losses On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) under the modified retrospective approach. This new standard replaces the incurred loss impairment methodology for financial instruments with the current expected credit loss (“CECL”) model which requires an estimate of future credit losses. |
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 December 31, 2021 and December 31, 2020, the net assets of PWP OpCo were $268.5 million and $74.2 million, respectively. As of December 31, 2021 and December 31, 2020, the Company did not consolidate any VIEs other than PWP OpCo that were deemed material to the consolidated financial statements. |
Equity Method Investments | Equity Method Investments When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The investment balance related to an equity method investee reflects the Company’s share of contributions made to, distributions received from, and the equity earnings and losses of the investee. Equity method investments are included within Prepaid expenses and other assets on the Consolidated Statements of Financial Condition. The Company reflects its share of income and losses of the investee in Other income (expense) on the Consolidated Statements of Operations using the most recently available earnings data for the reporting period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Company’s financial instruments approximate their fair value as of December 31, 2021 and 2020 due to their short-term nature or the bearing of market interest rates. Refer to Note 16—Fair Value Measurements and Investments for discussion on the fair value of the Company’s assets and liabilities that qualify as financial instruments under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). |
Fixed Assets | Fixed AssetsFixed assets include furniture and fixtures, equipment, software development costs and leasehold improvements, which are all stated at cost less accumulated depreciation and amortization. Depreciation and amortization are determined using the straight-line method over the estimated useful lives of the assets, including (i) five years for furniture, fixtures and equipment; (ii) the lesser of the estimated life of the improvement or the remaining term of the lease for leasehold improvements; and (iii) three years for software development costs. The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying value may not be fully recovered. |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Generally, the majority of Prepaid expenses and other assets consists of prepaid expenses. Prepaid expenses relate to various services, including subscriptions, software licenses and insurance, which are amortized over the life, related service period or policy. When applicable, deferred offering costs are also presented within Prepaid expenses and other assets. As of December 31, 2020, cumulative offering costs of $9.1 million were deferred in relation to the Business Combination and were netted against proceeds of the Business Combination on the Closing Date. Prior to the Business Combination, the Company had deferred $14.8 million of costs associated with its pursuit of a traditional initial public offering, but upon termination of this process in May 2020, expensed this amount to Professional fees on the Consolidated Statements of Operations. As of December 31, 2021, Prepaid expenses and other assets included deferred offering costs of $0.9 million related to a primary offering of shares of its Class A common stock. Refer to Note 20—Subsequent Events for additional information regarding this offering. |
Warrants | Warrants The Company evaluated the public and private warrants under ASC Topic 815, Derivatives and Hedging (“ASC 815”), and concluded that they do not meet the criteria to be classified as equity in the Consolidated Statements of Financial Condition. Since the public and private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities at fair value upon the closing of the Business Combination in accordance with ASC 820, Fair Value Measurement, with subsequent changes in their respective fair values recorded in Change in fair value of warrant liabilities on the Consolidated Statements of Operations and on the Consolidated Statements of Cash Flows. |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Business Combination as described in Note 3—Business Combination, PWP entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs under which PWP agreed to payment of 85% of the amount of savings, if any, that PWP realizes in U.S. federal, state, local and foreign income taxes as a result of (i) the Business Combination and related transactions, (ii) exchanges of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (iii) payments made under the tax receivable agreement. Management’s best estimate of the amounts expected to be owed in connection with the tax receivable agreement at each reporting date are reported within the Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is recorded for the excess of the fair value of consideration transferred over the fair value of identifiable net assets, including other intangibles, acquired at the time of an acquisition. Goodwill is periodically reviewed, and tested at least annually, for impairment, and when certain events or circumstances indicate impairment may exist. Goodwill is tested for impairment at the reporting unit level. A reporting unit is a component of an operating segment for which discrete financial information is available that is regularly reviewed by management. In accordance with ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company can opt to perform a qualitative assessment to test goodwill for impairment to determine whether it is more likely than not (a likelihood of more than 50 percent) that an impairment has occurred. If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value, a quantitative assessment is performed to (i) calculate the fair value of the reporting unit and compare it to its carrying value; and (ii) if the carrying value exceeds its fair value, an impairment loss is recognized for the excess. Alternatively, the Company can forego the qualitative assessment and only perform the quantitative assessment to test goodwill for impairment. |
Deferred Compensation | Deferred Compensation The Company enters into certain deferred compensation arrangements whereby portions of compensation related to certain employees and partners are deferred and paid in later periods. The deferred compensation amounts are charged to expenses over the period that each employee and partner is required to provide services in order to vest in the payment. Refer to Note 14—Other Compensation and Benefits for further information. |
Leases | The Company leases office space and certain office equipment under operating lease agreements. The Company determines if an arrangement or contract is a lease at inception and does not separate lease and non-lease components of the contract. The Company records the present value of its commitments for leases with terms of more than one year on the Consolidated Statements of Financial Condition as a right-of-use asset with the corresponding liability. Right-of-use assets are subject to certain adjustments for lease incentives, deferred rent and initial direct costs. The Company elected the practical expedient not to separate lease components and non-lease components in calculating the net present value of the lease payments on office space and office equipment leases. Thus the measurement of the right-of-use asset and corresponding lease obligation use one single combined component. All leases were determined to be operating leases. Right-of-use assets represent the Company’s right to use the underlying assets for their lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from these leases. The Company’s lease agreements do not contain any residual value guarantees. Lease expense is recognized on a straight-line basis over the lease term for new leases and over the remaining lease term for existing leases already in place at January 1, 2019 (date of adoption of ASC 842). The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable, thus, the Company uses its incremental borrowing rate to determine the present value of its lease payments. The determination of an appropriate incremental borrowing rate requires significant assumptions and judgement. The Company’s incremental borrowing rate was calculated based on the Company’s recent debt issuances and market conditions at the time of adoption or upon entering into a new lease, as applicable. The Company weights the rates appropriately depending on the term of the leases. Renewal and termination terms of the Company’s leases vary depending on the lease. The Company estimates the expected lease terms by assuming the exercise of renewal options and extensions where an economic penalty exists that would preclude the abandonment of the lease at the end of the initial non-cancelable term and the exercise of such renewal or extension is at the sole discretion of the Company. Certain lease agreements are secured by security deposits, which are reflected in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition. |
Income Taxes | Income Taxes Prior to the Business Combination, the Company operated as a partnership, and therefore, was generally not subject to U.S. federal and state corporate income taxes. Subsequent to the Business Combination, PWP is a corporation and is subject to U.S. federal and state corporate income taxes on its proportionate share of taxable income generated by the operating partnership, PWP OpCo, as well as any standalone income (or loss) generated at the PWP entity level. PWP OpCo is treated as a partnership, and as a result, taxable income (or loss) generated by PWP OpCo flows through to its limited partners, including PWP, and is generally not subject to U.S. federal or state income tax at the partnership level. The Company primarily conducts business through disregarded entities held by PWP OpCo, as well as non-U.S. subsidiaries which generally operate as corporate entities in various non-U.S. jurisdictions. Certain non-U.S. subsidiaries are subject to income taxes in their respective local jurisdictions, and therefore, the related income tax provision is reported in the Consolidated Statements of Operations. Taxes are accounted for using the asset and liability method of accounting pursuant to ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases, using tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent on the amount, timing and character of the Company’s future taxable income. When evaluating the realizability of deferred tax assets, all evidence – both positive and negative – is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. The Company analyzes its tax positions for all U.S. federal, state and local tax jurisdictions where it is required to file income tax returns in accordance with the provisions of ASC 740. This standard establishes consistent thresholds for recognizing the benefits of tax return positions in the financial statements as more-likely-than-not to be sustained by the relevant taxing authority upon audit. This standard requires a two-step process in which (i) determination is made whether it is more-likely-than-not that the tax position will be sustained based on the technical merits of the position, and (ii) those tax positions that meet the more-likely-than-not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. If upon performance of an assessment pursuant to ASC 740 the Company determines that uncertainties in tax positions exist that do not meet the minimum threshold for recognition of the related tax benefit, a liability is recorded in the consolidated financial statements. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as Interest expense and General, administrative and other expenses in the Consolidated Statements of Operations. |
Debt Discounts and Issuance Costs | Debt Discounts and Issuance Costs The Company presents its outstanding debt principal, net of the unamortized debt discounts and issuance costs on the Consolidated Statements of Financial Condition. Debt discounts and issuance costs are amortized using the effective interest method to determine interest expense over the life of the underlying debt instrument. |
Foreign Currencies | Foreign Currencies In the normal course of business, the Company may enter into transactions not denominated in U.S. dollars. Foreign exchange gains and losses arising from such transactions are included in Other income (expense) in the 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 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 Consolidated Statements of Changes in Equity. |
Revenue and Expense Recognition | The services provided under contracts with clients include transaction-related advisory services, fairness opinion services, research and trading services, and underwriting services, each of which are typically identified as a separate performance obligation in contracts that contain more than one type of service. As discussed in detail below, each performance obligation meets the criteria for either over time or point in time revenue recognition. Transaction-Related Advisory Services The Company is contracted to provide different investment banking and advisory services that vary depending on the nature of the contract with each individual client. These transaction-related advisory services include, but are not limited to, providing financial advice and assistance in analyzing, structuring, planning, negotiating and effecting a transaction, providing financial advice with regard to a restructuring of a client’s capital structure, which may or may not result in a court-approved bankruptcy plan, and providing certain ongoing services, including research and analysis on potential targets, identifying potential investors, and financial modeling for potential transactions. Typically, the Company provides such advisory services to its clients to assist with corporate finance activities such as mergers and acquisitions, reorganizations, tender offers, leveraged buyouts, and the pricing of securities to be issued. In most circumstances, the Company considers the nature of the promises in its advisory contracts to comprise of a single performance obligation of providing advisory services to its clients. Although there may be many individual services provided in a typical contract, the individual services are not distinct within the context of the contract; rather the performance of these individual services helps to fulfill one overall performance obligation to deliver advisory services to the client. The Company recognizes revenue from providing advisory services when or as its performance obligations are fulfilled. The majority of the Company’s advisory revenue is recognized over time. However, certain performance obligations may be recognized at a point in time if the performance obligation represents a singular objective that does not transfer any notable value until formally completed, such as when issuing fairness opinions, which are further discussed below. The Company provides its advisory services on an ongoing basis, which, for example, may include evaluating and selecting one of multiple strategies. During such engagements, the Company’s clients continuously benefit from its advice as the Company is providing financial and strategic advice throughout the engagement, and, accordingly, over time revenue recognition matches the transfer of such benefits. Although the Company’s transaction-related advisory services meet the criteria for over time revenue recognition, the fee structures often involve an “all or nothing” consideration amount and the associated fees are predominantly considered variable as they are often based on the ultimate transaction value or the outcome ultimately achieved and/or are susceptible to factors outside of the Company’s influence such as third-party negotiations, regulatory approval, court approval, and shareholder votes. Accordingly, a large portion of the fees associated with these services is constrained until substantially all services have been provided, specified conditions have been met and/or certain milestones have been achieved, and it is probable that a significant revenue reversal will not occur in a future period. In some cases, a portion of the variable fees may be deferred based on the services remaining to be completed, if any (e.g., when announcement fees are earned but additional services are expected to be provided until the transaction closes). The determination of when and to what extent to recognize variable fees may require significant judgment, particularly when milestones are met near the end of a reporting period and in cases where additional services are expected to be provided subsequent to the achievement of the milestone. Fixed fees specified in the Company’s contracts, which may include upfront fees and retainers, are recognized on a systematic basis over the estimated period in which the related services are performed. Payments for transaction-related advisory services are generally due upon completion of a specified event or, for retainer fees, periodically over the course of the engagement. The Company recognizes a receivable between the date of completion of the event and payment by the client. Fairness Opinion Services Although the Company usually provides fairness opinion services in conjunction with and in the same contract as other transaction-related advisory services, fairness opinion services are considered to be a separate performance obligation in such contracts because they could be obtained separately, and the Company is able to fulfill its promise to transfer transaction-related advisory services independent from its promise to provide fairness opinion services. The Company typically charges a separate, fixed fee associated with fairness opinion services that represents the standalone selling price of the fairness opinion services. The fee is recognized at the point in time at which the fairness opinion is delivered rather than over the period of time during which the services are being performed because the client does not simultaneously receive and consume the benefit of the Company’s performance to provide the fairness opinion but rather receives the benefit upon delivery of the fairness opinion itself. Payments for fairness opinion services are generally due upon delivery of the fairness opinion. The Company recognizes a receivable between the date of delivery of the fairness opinion and payment by the client. Research and Trading Services The Company provides research on the energy and related industries and related equity and commodity markets. The Company’s research clients continuously benefit from the research provided throughout arrangements between the Company and such clients, and, accordingly, over time revenue recognition matches the transfer of such benefits. Recipients of this research compensate the Company for these market insights in two ways—either by direct payment (the amount of which is typically at the client’s discretion based upon the perceived value of the research services provided) or through trades directed through the Company’s trading desk (for commission generation) or through third-party commission sharing agreements. Generally, the Company does not provide trading services separate and apart from research services (i.e., clients do not typically execute trades through the Company in the normal course of business; rather, trade execution is used as a means to be compensated for research services). Because fees received for research services, and any associated trading services, are typically at the complete discretion of the client and are based on the value the client perceives in the research services provided, the entire transaction price associated with such services is variable. Accordingly, because of the broad range of possible outcomes and the inability to predict the value the client will ascribe to such services, the Company fully constrains the revenue associated with research services, and any associated trading services, until the uncertainty associated with the variable consideration is subsequently resolved, which is typically upon the earlier of receiving an invoice request from the client or receiving payment from the client. Underwriting Services Revenue associated with underwriting services includes management fees, selling concessions and underwriting fees attributable to public and private offerings of equity and debt securities. The nature of the Company’s underwriting services is raising capital on behalf of an issuer and therefore is typically accounted for as a single performance obligation. A separate performance obligation is identified in instances in which the contract with the client includes an over-allotment option. The Company’s underwriting services generally do not meet any of the requirements for revenue to be recognized over time and, therefore, the Company typically recognizes underwriting revenue on the pricing date of the offering, which is when the Company receives the pricing wire communication from the lead underwriter detailing the underwriting fees to which the Company is entitled. Similarly, the performance obligation associated with the over-allotment is satisfied at the point in time at which the option is exercised. The Company’s role in underwriting commitments is usually as a co-manager or passive bookrunner, rather than as the lead underwriter. Accordingly, the Company estimates its share of transaction-related expenses incurred by the underwriting syndicate on the pricing date of the offering and presents these expenses gross within Travel and related expenses in the Consolidated Statements of Operations. Such amounts are adjusted to reflect actual expenses in the period in which the Company receives the final settlement, typically within 90 days following the closing of the transaction. Contract Costs Incremental costs of obtaining a contract are expensed as incurred as such costs are generally not recoverable. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing transaction-related advisory services and are typically expensed as incurred as these costs are related to performance obligations that are satisfied over time. |
Interest Income | Interest Income The Company typically earns interest on cash at banks, which is recorded on an accrual basis. |
Compensation and Benefits | Compensation and Benefits Compensation and benefits expense consists of salaries, bonuses (discretionary awards and guaranteed amounts), severance, deferred compensation, as well as payroll and related taxes and benefits for the Company’s employees. In all instances, compensation expense is accrued over the requisite service period. Refer to Note 14—Other Compensation and Benefits for further information. Equity-based compensation relates to equity-based awards granted to employees and partners of the Company. In all instances of equity-based awards, compensation expense is recognized over the requisite vesting period in an amount equal to the fair value of the awards at the grant date. Equity-based compensation expense for employees and partners is included in Equity-based compensation on the Consolidated Statements of Operations and equity-based compensation expense for non-employees is included in Professional fees on the Consolidated Statements of Operations. Refer to Note 13—Equity-Based Compensation for detail of amounts included in each financial statement line item. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate. For an award with service-only conditions that has a graded vesting schedule, the Company recognizes the compensation cost for the entire award on a straight-line basis over the requisite service period, ensuring that the amount recognized is at least equal to the vested portion of the award at each reporting date. |
Non-Controlling Interests | Non-Controlling Interests For entities that are consolidated but not 100% owned, a portion of the income or loss and equity is allocated to holders of the non-controlling interest. The aggregate of the income or loss and corresponding equity that is owned by the holders of the non-controlling interest is included in non-controlling interest in the consolidated financial statements. Non-controlling interests are presented as a separate component of equity on the Consolidated Statements of Financial Condition. Net income (loss) includes the net income (loss) attributable to the holders of the non-controlling interests on the Consolidated Statements of Operations. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which are fully attributed to non-controlling interests. Refer to Note 13—Equity-Based Compensation for further information. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to Class A common shareholders by the weighted-average shares of Class A common shares outstanding without the consideration for potential dilutive securities. Diluted net income (loss) per share represents basic net income (loss) per share adjusted to include the potentially dilutive effect of outstanding unvested share awards, warrants, and PWP OpCo Units that are exchangeable into shares of Class A common stock on a one-for-one basis. Diluted net income (loss) per share is computed by dividing the net income attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding for the period determined using the treasury stock method and if-converted method, as applicable. |
Contingencies and Litigation | Contingencies and Litigation The Company records loss contingencies if (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial statements; and (ii) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a loss will occur, no accrual for a loss contingency is recorded. However, the Company describes the contingency and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot be made, a statement to that effect is made. Costs incurred with defending matters are expensed as incurred. Accruals related to loss contingencies are recorded in Other income (expenses) in the Consolidated Statements of Operations. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of Net income (loss) and Other comprehensive income (loss). The Company’s Other comprehensive income (loss) is comprised of foreign currency cumulative translation adjustments. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases —Effective January 1, 2019, the Company adopted the new lease accounting standard, ASU 2016-02, Leases (“ASU 2016-02”) which requires lessees to recognize on its Balance Sheet (Statement of Financial Condition), assets and liabilities for all leases, other than the leases that meet the definition of short-term leases, at the option of the lessee. The Company used the alternative transition approach which allows the guidance to be applied initially at the adoption date without restating comparative periods. The Company did not have a cumulative-effect adjustment to retained earnings as of the date of adoption. The Company elected the transition package of practical expedients to alleviate certain operational complexities related to the adoption, but has not elected the use of hindsight practical expedient. Following the adoption of the lease standard, the present value of the Company’s lease commitments for leases with terms of more than one year and related assets are reflected as Lease liabilities and Right-of-use lease assets on the Consolidated Statements of Financial Condition. The impact of adoption of the lease guidance as of January 1, 2019 did not have any material impact on the Consolidated Statements of Operations or Consolidated Statements of Cash Flows, but had the following impact on the Consolidated Statements of Financial Condition: Adoption December 31, 2018 Adjustments January 1, 2019 Right-of-use lease assets $ — $ 70,199 $ 70,199 Lease liabilities — 78,394 78,394 Deferred rent 8,927 (8,927) — Prepaid expenses and other assets 28,959 (732) 28,227 See Note 5—Leases for additional information regarding the Company’s leases. Credit Losses on Financial Instruments —In June 2016, the FASB issued ASU 2016-13. ASU 2016-13 provides amendments to ASC Topic 326, Financial Instruments – Credit Losses , which amend the guidance on the impairment of financial instruments and adds an impairment model (the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Entities recognize an allowance for its estimate of expected credit losses as of the end of each reporting period. On January 1, 2020 the Company adopted ASU 2016-13 using the modified retrospective approach by means of a cumulative-effect adjustment to decrease retained earnings by $0.2 million as of January 1, 2020. 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 consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | A reconciliation of the Company’s cash, cash equivalents and restricted cash as of December 31, 2021 and 2020 is presented below: December 31, 2021 2020 Cash $ 502,773 $ 329,063 Cash equivalents — — Restricted cash 2,002 1,845 Cash, cash equivalents and restricted cash as shown on statements of cash flows $ 504,775 $ 330,908 |
Accounting Standards Update and Change in Accounting Principle | The impact of adoption of the lease guidance as of January 1, 2019 did not have any material impact on the Consolidated Statements of Operations or Consolidated Statements of Cash Flows, but had the following impact on the Consolidated Statements of Financial Condition: Adoption December 31, 2018 Adjustments January 1, 2019 Right-of-use lease assets $ — $ 70,199 $ 70,199 Lease liabilities — 78,394 78,394 Deferred rent 8,927 (8,927) — Prepaid expenses and other assets 28,959 (732) 28,227 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Year Ended December 31, 2021 2020 2019 Over time $ 749,067 $ 494,295 $ 503,052 Point in time 52,595 24,691 30,245 Total revenues $ 801,662 $ 518,986 $ 533,297 |
Schedule of Allowance for Credit Losses | The allowance for credit losses activity for the years ended December 31, 2021, 2020, and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Beginning Balance (1) $ 1,045 $ 1,924 $ — Bad debt expense 646 2,991 2,270 Recoveries 710 — — Write-offs (551) (3,588) (540) Foreign currency translation and other adjustments 1 (282) 6 Ending Balance $ 1,851 $ 1,045 $ 1,736 __________________ (1) Beginning balance for the year ended December 31, 2020 includes the cumulative adjustment of approximately $0.2 million which reflects the increase in the Company’s allowance for credit losses upon adoption of ASU 2016-13 and the CECL model on January 1, 2020. See Note 2—Summary of Significant Accounting Policies |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Operating Leases | Other information as it relates to the Company’s operating leases is as follows: Year Ended December 31, 2021 2020 Weighted-average discount rate - operating leases 2.45 % 4.07 % Weighted-average remaining lease term - operating leases 3.26 years 3.99 years Year Ended December 31, 2021 2020 2019 Operating lease cost $ 19,006 $ 19,486 $ 19,657 Variable lease cost 4,716 6,145 5,592 Sublease income - operating leases (2,957) (3,942) (3,366) Total net lease cost $ 20,765 $ 21,689 $ 21,883 Cash paid for lease obligation $ 19,858 $ 21,532 $ 21,545 |
Schedule of Operating Lease Maturities | As of December 31, 2021, the maturities of undiscounted operating lease liabilities of the Company are as follows: Years Ending: Operating Leases Sublease Income Net Payments 2022 $ 19,119 $ 616 $ 18,503 2023 13,670 307 13,363 2024 4,399 — 4,399 2025 2,864 — 2,864 2026 2,857 — 2,857 Thereafter 2,141 — 2,141 Total minimum lease payments 45,050 $ 923 $ 44,127 Less: Imputed Interest (1,602) Total lease liabilities $ 43,448 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Components of Gross and Net Intangible Asset | Below is the detail of the intangible assets: December 31, 2021 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (24,095) $ 23,305 Trade names and trademarks 18,400 (9,353) 9,047 Total $ 65,800 $ (33,448) $ 32,352 December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (19,355) $ 28,045 Trade names and trademarks 18,400 (7,513) 10,887 Total $ 65,800 $ (26,868) $ 38,932 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020: December 31, 2021 2020 Leasehold improvements $ 49,610 $ 49,718 Furniture and fixtures 8,188 8,606 Equipment 15,969 35,293 Software 8,581 14,395 Total 82,348 108,012 Less: Accumulated depreciation and amortization (71,986) (90,823) Fixed assets, net $ 10,362 $ 17,189 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The Company’s income (loss) before income taxes is associated with activities in domestic and international jurisdictions, as follows: Year Ended December 31, 2021 2020 2019 Domestic $ 256 $ (33,803) $ (176,157) International 22,694 12,914 14,561 Income (loss) before income taxes $ 22,950 $ (20,889) $ (161,596) |
Schedule of Components of Income Tax Expense (Benefit) | The tax (provision) / benefit consists of the following: Year Ended December 31, 2021 2020 2019 Current Federal income tax $ (6,500) $ — $ — State and local income tax (4,437) (1,427) (1,480) Foreign income tax (11,641) (2,615) (252) Total current income tax benefit (expense) (22,578) (4,042) (1,732) Deferred Federal income tax 1,462 — (627) State and local income tax 512 — (64) Foreign income tax 1,677 589 — Total deferred income tax benefit (expense) 3,651 589 (691) (Provision)/benefit for income taxes $ (18,927) $ (3,453) $ (2,423) |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate: Year Ended December 31, 2021 2020 2019 Expected income tax expense at the federal statutory rate 21.0 % 21.0 % 21.0 % Partnership (income) loss not subject to U.S. corporate income taxes (21.4 %) (21.0 %) (21.1 %) Foreign income taxes, net of federal benefit 10.7 % (9.7 %) (0.2 %) State and local income taxes, net of federal benefit 15.7 % (6.8 %) (0.9 %) Non-deductible compensation expense 26.0 % — % — % Unrecognized tax benefits 26.7 % — % — % Other, net 3.8 % — % (0.3 %) Effective income tax rate 82.5 % (16.5 %) (1.5 %) |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities included on the Company’s Consolidated Statements of Financial Condition are as follows: December 31, 2021 2020 Deferred tax asset Step-up in tax basis in PWP OpCo assets $ 16,090 $ — Operating lease liabilities 6,601 52 Deferred compensation 6,912 604 Other 2,190 1,622 Deferred tax assets before valuation allowance 31,793 2,278 Valuation allowance — (1,024) Total deferred tax assets 31,793 1,254 Deferred tax liability Operating right-of-use lease assets (5,969) (40) Intangible assets (3,118) — Other (1,615) — Total deferred tax liabilities (10,702) (40) Deferred tax asset, net $ 21,091 $ 1,214 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the changes in tax positions for the years ended December 31, 2021, 2020, and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Beginning unrecognized tax benefit $ — $ — $ — Additions for tax positions of prior years 1,574 — — Additions for tax positions of current year 4,564 — — Ending unrecognized tax benefit $ 6,138 $ — $ — |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following is a summary of the Company’s debt as of December 31, 2021 and 2020: December 31, 2021 2020 Revolving Credit Facility $ — $ 27,690 Convertible Notes — 150,000 Total debt facilities — 177,690 Unamortized debt discount and issuance costs (1) (521) (30,725) Total debt, net $ (521) $ 146,965 (1) As of December 31, 2021, the Company included unamortized debt issuance costs within Prepaid expenses and other assets on the Consolidated Statements of Financial Position since there were no outstanding borrowings under the Revolving Credit Facility, as defined below. |
Schedule of Applicable Interest Rate | For the period prior to the Business Combination, the Revolving Credit Facility bore interest at a rate per annum equal to either the variable Eurodollar Rate (or London Interbank Offered Rate, LIBOR) or a variable Base Rate (defined as the higher of the (i) Federal Funds Rate plus ½ of 1.0%; (ii) Cadence Bank prime rate; or (iii) Eurodollar Rate plus 1.0%) plus a rate which varies by the Company’s leverage ratio, as noted in the table below. Applicable Rate Combined Leverage Ratio Eurodollar Rate Base Rate < 0.50 : 1.00 2.50% 1.50% ≥ 0.50 : 1.00, but < 1.50 : 1.00 2.75% 1.75% ≥ 1.50 : 1.00 3.00% 2.00% |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Equity Instruments Other than Options, Valuation Assumptions | The following table presents the ranges of the significant assumptions used to develop the grant date fair value of these equity-based awards: Range for the Year Ended December 31, Valuation methodology Significant assumptions 2018 2017 Income approach Discount rate 9.90% - 10.80% 9.80% - 11.10% Market approach Income multiples 12.00 - 20.00 11.00 - 14.00 Revenue multiples 2.25 - 4.00 2.25 - 4.25 Growth rate 2.50% - 2.75% 2.50% - 2.75% Valuation methodology Significant assumptions Range for October 1, 2018 Monte Carlo simulation Risk-free interest rate 2.98% Expected volatility 30% Expected term of the awards granted during the period (years) 5 Income approach Discount rate 9.90% - 10.80% Market approach Income multiples 12.00 - 20.00 Revenue multiples 2.25 - 4.00 Growth rate 2.50% - 2.75% |
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 Consolidated Statements of Operations: Year Ended December 31, 2021 2020 2019 Professional fees PWP Incentive Plan Awards $ 703 $ — $ — Total Professional fees $ 703 $ — $ — Equity-based compensation PWP Incentive Plan Awards $ 44,891 $ — $ — Legacy Awards (1) 19,105 24,815 193,299 Professional Partners Awards (1) 32,334 — — Total Equity-based compensation $ 96,330 $ 24,815 $ 193,299 Income tax benefit of equity-based awards $ 4,901 $ — $ — _________________ |
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 activity related to unvested Transaction Pool PSUs for the year ended December 31, 2021: Transaction Pool PSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted (1) 3,208,126 12.74 Vested — — Forfeited — — Balance at December 31, 2021 3,208,126 $ 12.74 __________________ (1) Includes dividend equivalents that have been awarded in the form of additional Transaction Pool PSUs that were granted from the General Share Reserve. |
Assumptions Used in Applying Pricing Model | The Company estimated the fair value of the Transaction Pool PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions: Assumptions Risk-free interest rate 0.93 % Dividend yield 2.00 % Volatility factor 32.90 % |
Transaction Pool RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Restricted Stock Units | The following table summarizes activity related to unvested Transaction Pool RSUs for the year ended December 31, 2021: Transaction Pool RSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted (1) 6,990,474 13.97 Vested (1,441,375) 13.97 Forfeited (98,495) 13.97 Balance at December 31, 2021 5,450,604 $ 13.97 __________________ (1) Includes dividend equivalents that have been awarded in the form of additional Transaction Pool RSUs that were granted from the General Share Reserve. |
Management PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions Used in Applying Pricing Model | The Company estimated the fair value of the Management PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions: Assumptions Risk-free interest rate 0.77 % Dividend yield 2.00 % Volatility factor 32.41 % |
Summary of Restricted Stock Units | The following table summarizes activity related to unvested Management PSUs for the year ended December 31, 2021: Management PSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted 9,500,000 8.86 Vested — — Forfeited — — Balance at December 31, 2021 9,500,000 $ 8.86 |
General RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Restricted Stock Units | The following table summarizes activity related to unvested General RSUs for the year ended December 31, 2021: General RSUs Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2021 — $ — Granted 906,836 13.76 Vested (319) 13.97 Forfeited — — Balance at December 31, 2021 906,517 $ 13.76 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Class A Common Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: For the period from June 24, 2021 through December 31, 2021 Numerator: Net income (loss) attributable to Perella Weinberg Partners - basic $ (9,421) Dilutive effect from assumed exchange of PWP OpCo Units, net of tax (51,904) Net Income (loss) attributable to Perella Weinberg Partners - diluted $ (61,325) Denominator: Weighted average shares of Class A common stock outstanding - basic 42,595,712 Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 50,154,199 Weighted average shares of Class A common stock outstanding - diluted 92,749,911 Net income (loss) per share attributable to Class A common shareholders Basic $ (0.22) Diluted $ (0.66) |
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: For the period from June 24, 2021 through December 31, 2021 Warrants 1,029,210 RSUs and PSUs 275,453 1,304,663 |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [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 December 31, 2021 and 2020: December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets Investments in mutual funds and other $ 500 $ — $ — $ 500 Cash surrender value of company-owned life insurance — 565 — 565 Total financial assets $ 500 $ 565 $ — $ 1,065 Financial liabilities Warrant liabilities - Public warrants $ 27,063 $ — $ — $ 27,063 Warrant liabilities - Private warrants — — 742 742 Total financial liabilities $ 27,063 $ — $ 742 $ 27,805 December 31, 2020 Level 1 Level 2 Level 3 Total Financial assets Investments in mutual funds and other $ 584 $ — $ — $ 584 Cash surrender value of company-owned life insurance — 857 — 857 Total financial assets $ 584 $ 857 $ — $ 1,441 |
Schedule of Significant Unobservable Inputs into the Valuation Model for Private Warrants | The inputs into the Valuation Model for the private warrants, including some significant unobservable inputs, were as follows: December 31, 2021 Risk-free rate of return 1.19 % Expected volatility 35.06 % Expected dividend yield 2.20 % Expected term (years) 4.48 Exercise price per share $11.50 Asset price per share $12.86 |
Schedule of Changes in Level 3 Liabilities measured at Fair Value | The following table presents changes in Level 3 financial liabilities measured at fair value for the period from June 24, 2021 to December 31, 2021: Private Warrants Balance at Business Combination $ 675 Change in fair value 67 Balance at end of period $ 742 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Components of Related Party Revenues and Expenses | The following table shows the components of related party income and expenses related to the TSA and sublease agreements included in the Consolidated Statements of Operations for the periods presented. Year Ended December 31, 2021 2020 2019 Related party income TSA income - Compensation related $ 3,165 $ 3,837 $ 4,280 TSA income - Non-compensation related 659 1,484 1,164 Sublease income 2,957 3,942 3,366 Total related party income $ 6,781 $ 9,263 $ 8,810 Related party expenses TSA compensation expense (1) $ 134 $ 176 $ 588 TSA non-compensation expense (2) — 110 24 $ 134 $ 286 $ 612 __________________ (1) TSA compensation expense is included in Compensation and benefits in the Consolidated Statements of Operations. |
Schedule of Estimated Payments Under Tax Receivable Agreement | The Company expects to make the following payments with respect to the tax receivable agreement, which may differ significantly from actual payments made: Years Ending: Estimated Payments Under Tax Receivable Agreement 2022 $ 432 2023 746 2024 757 2025 775 2026 791 Thereafter 10,607 Total payments $ 14,108 |
Business Information (Tables)
Business Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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. Year Ended December 31, 2021 2020 2019 Revenues United States $ 659,947 $ 387,038 $ 446,320 International 141,715 131,948 86,977 Total $ 801,662 $ 518,986 $ 533,297 December 31, 2021 2020 Assets United States $ 552,865 $ 406,884 International 165,462 136,069 Total $ 718,327 $ 542,953 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 USD ($) | Dec. 31, 2021 USD ($) client | Dec. 31, 2020 USD ($) client | Dec. 31, 2019 USD ($) | |
Accounting Policies [Abstract] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Restricted cash | 2,002,000 | 1,845,000 | ||
Accrued revenue included in accounts receivable | 2,500,000 | 5,100,000 | ||
Product Information [Line Items] | ||||
Accounts receivable, net of allowance | 46,914,000 | 40,802,000 | ||
Variable Interest Entity [Line Items] | ||||
Assets | 718,327,000 | 542,953,000 | ||
Property Plant And Equipment [Line Items] | ||||
Deferred offering costs | $ 900,000 | 9,100,000 | ||
Previous deferred offering costs expensed | $ 14,800,000 | |||
Tax savings agreement, percent | 85% | |||
Finite-lived intangible asset, useful life | 10 years | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partner's Capital | $ 126,319,000 | 74,183,000 | ||
Accounts Receivable | Two Customers | ||||
Product Information [Line Items] | ||||
Accounts receivable, subsequently received | $ 6,700,000 | |||
Furniture, Fixtures and Equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Software | ||||
Property Plant And Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
PWP OpCo | ||||
Variable Interest Entity [Line Items] | ||||
Assets | $ 268,500,000 | $ 74,200,000 | ||
Client Accounting for More than 10% of Aggregate Receivable | Two Customers | ||||
Product Information [Line Items] | ||||
Accounts receivable, net of allowance | $ 13,600,000 | |||
Client Accounting for More than 10% of Aggregate Receivable | Accounts Receivable | ||||
Product Information [Line Items] | ||||
Number of clients over 10% benchmark | client | 2 | 0 | ||
Accounting Standards Update 2016-13 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partner's Capital | $ (200,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 502,773,000 | $ 329,063,000 | ||
Cash equivalents | 0 | 0 | ||
Restricted cash | 2,002,000 | 1,845,000 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 504,775,000 | $ 330,908,000 | $ 266,582,000 | $ 408,531,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Impact of Adoption (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease assets | $ 39,912 | $ 53,444 | $ 0 |
Lease liabilities | 43,448 | 58,229 | 0 |
Deferred rent | 8,927 | ||
Prepaid expenses and other assets | $ 24,313 | $ 25,792 | 28,959 |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease assets | 70,199 | ||
Lease liabilities | 78,394 | ||
Deferred rent | (8,927) | ||
Prepaid expenses and other assets | (732) | ||
Cumulative Effect, Period of Adoption, Adjusted Balance | Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease assets | 70,199 | ||
Lease liabilities | 78,394 | ||
Deferred rent | 0 | ||
Prepaid expenses and other assets | $ 28,227 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jun. 24, 2021 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) vote shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 29, 2020 USD ($) shares | |
Business Combination, Description [Abstract] | |||||
Redemption of convertible notes | $ 160,930 | $ 0 | $ 0 | ||
Payment of debt | 27,690 | 32,000 | 10,000 | ||
Loss on debt extinguishment | 39,408 | 0 | 0 | ||
Warrant liabilities | $ 27,805 | 0 | |||
Transaction expenses | $ 2,900 | ||||
Offering costs | 27,600 | ||||
Public Warrant | |||||
Business Combination, Description [Abstract] | |||||
Warrant liabilities | 22,200 | ||||
Private Warrant | |||||
Business Combination, Description [Abstract] | |||||
Warrant liabilities | $ 700 | ||||
Class A common stock | |||||
Business Combination, Description [Abstract] | |||||
Voting rights | vote | 1 | ||||
Common stock shares outstanding (in Shares) | shares | 42,956,667 | 42,649,319 | |||
Class B common stock | |||||
Business Combination, Description [Abstract] | |||||
Common stock shares outstanding (in Shares) | shares | 50,154,199 | 50,154,199 | |||
Common Class B-1 | |||||
Business Combination, Description [Abstract] | |||||
Voting rights | vote | 10 | ||||
Common Stock B-2 | |||||
Business Combination, Description [Abstract] | |||||
Voting rights | vote | 1 | 1 | |||
Revolving Credit Facility | |||||
Business Combination, Description [Abstract] | |||||
Payment of debt | $ 27,700 | $ 27,700 | $ 32,000 | $ 10,000 | |
Convertible notes | |||||
Business Combination, Description [Abstract] | |||||
Redemption of convertible notes | 150,000 | ||||
Loss on debt extinguishment | $ 39,400 | ||||
PIPE Investors | Class A common stock | |||||
Business Combination, Description [Abstract] | |||||
Common stock, shares subscribed but unissued (in Shares) | shares | 12,500,000 | ||||
Common stock, value, subscriptions | $ 125,000 | ||||
Sponsor Related PIPE Investors | Class A common stock | |||||
Business Combination, Description [Abstract] | |||||
Common stock, value, subscriptions | $ 1,500 | ||||
Sponsor | Class B common stock | |||||
Business Combination, Description [Abstract] | |||||
Common stock, shares forfeited (in Shares) | shares | 1,023,333 | ||||
Common stock, forfeited per share value (in Dollars per Share) | $ / shares | $ 0.0001 | ||||
FTIV | Class A common stock | |||||
Business Combination, Description [Abstract] | |||||
Cash paid for business combination | $ 355,000 | ||||
Common stock, new shares issued, shares (in Shares) | shares | 42,956,667 | ||||
Electing ILPs | |||||
Business Combination, Description [Abstract] | |||||
Partners' capital account, redemptions | $ 80,500 | ||||
Electing Former Working Partners | |||||
Business Combination, Description [Abstract] | |||||
Partners' capital account, redemptions | $ 28,600 |
Revenue and Receivables from _2
Revenue and Receivables from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 801,662 | $ 518,986 | $ 533,297 |
Over time | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 749,067 | 494,295 | 503,052 |
Point in time | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 52,595 | $ 24,691 | $ 30,245 |
Revenue and Receivables from _3
Revenue and Receivables from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Reimbursable expenses recorded as revenue | $ 5,000 | $ 6,500 | $ 6,700 |
Contract with customer, performance obligation satisfied in previous period | 313,200 | 177,400 | 217,900 |
Deferred revenue | 7,845 | 10,598 | |
Deferred revenue recognized | $ 10,600 | $ 1,700 | $ 1,600 |
Revenue and Receivables from _4
Revenue and Receivables from Contracts with Customers - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 $ in Millions | Dec. 31, 2021 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Aggregate amount of transaction price allocated to performance obligations yet to be satisfied | $ 6.4 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 1,045 | $ 1,736 | $ 0 |
Bad debt expense | 646 | 2,991 | 2,270 |
Recoveries | 710 | 0 | 0 |
Write-offs | (551) | (3,588) | (540) |
Foreign currency translation and other adjustments | 1 | (282) | 6 |
Ending balance | 1,851 | 1,045 | $ 1,736 |
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 1,924 | ||
Ending balance | $ 1,924 |
Revenue and Receivables from _6
Revenue and Receivables from Contracts with Customers - Schedule of Allowance for Credit Losses (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment | |
Financing Receivable Allowance For Credit Losses [Line Items] | |
Allowance for credit losses, increase | $ 0.2 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 26, 2021 | May 31, 2021 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||
Operating sublease termination notice, period | 90 days | |||||
Increase (decrease) in operating lease liabilities | $ (18,082) | $ (19,516) | $ (15,416) | |||
New York Office | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Increase (decrease) in operating lease liabilities | $ 5,100 | $ 12,900 | ||||
Increase (decrease) in operating lease right of use asset | $ 5,100 | 12,900 | ||||
Gain (loss) on modification of lease | $ 100 | |||||
Extended lease term | 5 months | |||||
Houston Office | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Increase (decrease) in operating lease liabilities | $ (2,400) | |||||
Increase (decrease) in operating lease right of use asset | (1,900) | |||||
Gain on termination of lease | $ 500 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Weighted-average discount rate - operating leases | 2.45% | 4.07% | |
Weighted-average remaining lease term - operating leases | 3 years 3 months 3 days | 3 years 11 months 26 days | |
Operating lease cost | $ 19,006 | $ 19,486 | $ 19,657 |
Variable lease cost | 4,716 | 6,145 | 5,592 |
Sublease income - operating leases | (2,957) | (3,942) | (3,366) |
Total net lease cost | 20,765 | 21,689 | 21,883 |
Cash paid for lease obligation | $ 19,858 | $ 21,532 | $ 21,545 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Operating Leases | |||
2022 | $ 19,119 | ||
2023 | 13,670 | ||
2024 | 4,399 | ||
2025 | 2,864 | ||
2026 | 2,857 | ||
Thereafter | 2,141 | ||
Total minimum lease payments | 45,050 | ||
Less: Imputed Interest | (1,602) | ||
Total lease liabilities | 43,448 | $ 58,229 | $ 0 |
Sublease Income | |||
2022 | 616 | ||
2023 | 307 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
Thereafter | 0 | ||
Total minimum lease payments | 923 | ||
Net Minimum Payments | |||
2022 | 18,503 | ||
2023 | 13,363 | ||
2024 | 4,399 | ||
2025 | 2,864 | ||
2026 | 2,857 | ||
Thereafter | 2,141 | ||
Total minimum lease payments | $ 44,127 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Nov. 30, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill, expected tax deductible amount | $ 0 | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 | |
Finite-lived intangible asset, useful life | 10 years | |||
Amortization expense | $ 6,600,000 | $ 6,600,000 | $ 6,600,000 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | ||||
Amortization expense of intangible assets year one | 6,600,000 | |||
Amortization expense of intangible assets year two | 6,600,000 | |||
Amortization expense of intangible assets year three | 6,600,000 | |||
Amortization expense of intangible assets year four | 6,600,000 | |||
Amortization expense of intangible assets year five | $ 6,000,000 | |||
TPH Business Combination | ||||
Goodwill [Line Items] | ||||
Goodwill, acquired during period | $ 34,400,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Components of Gross and Net Intangible Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Gross Amount | $ 65,800 | $ 65,800 |
Accumulated Amortization | (33,448) | (26,868) |
Net Carrying Amount | 32,352 | 38,932 |
Customer relationships | ||
Gross Amount | 47,400 | 47,400 |
Accumulated Amortization | (24,095) | (19,355) |
Net Carrying Amount | 23,305 | 28,045 |
Trade names and trademarks | ||
Gross Amount | 18,400 | 18,400 |
Accumulated Amortization | (9,353) | (7,513) |
Net Carrying Amount | $ 9,047 | $ 10,887 |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 82,348 | $ 108,012 |
Less: Accumulated depreciation and amortization | (71,986) | (90,823) |
Fixed assets, net | 10,362 | 17,189 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 49,610 | 49,718 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,188 | 8,606 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,969 | 35,293 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,581 | $ 14,395 |
Fixed Assets - Additional infor
Fixed Assets - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 6.7 | $ 7.3 | $ 7.8 |
Software development | |||
Property Plant And Equipment [Line Items] | |||
Amortization expense | $ 1.2 | $ 1.7 | $ 1.5 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 256 | $ (33,803) | $ (176,157) |
International | 22,694 | 12,914 | 14,561 |
Income (loss) before income taxes | $ 22,950 | $ (20,889) | $ (161,596) |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current Federal income tax | $ (6,500) | $ 0 | $ 0 |
Current State and local income tax | (4,437) | (1,427) | (1,480) |
Current Foreign income tax | (11,641) | (2,615) | (252) |
Total current income tax benefit (expense) | (22,578) | (4,042) | (1,732) |
Deferred Federal income tax | 1,462 | 0 | (627) |
Deferred State and local Income tax | 512 | 0 | (64) |
Deferred Foreign income tax | 1,677 | 589 | 0 |
Total deferred income tax benefit (expense) | 3,651 | 589 | (691) |
(Provision)/benefit for income taxes | $ (18,927) | $ (3,453) | $ (2,423) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets due to step up and difference in basis | $ 16,090,000 | $ 0 | |
Amount due pursuant to tax receivable agreement | 14,108,000 | 0 | |
Valuation allowance | 0 | 1,024,000 | |
Unrecognized tax benefits that would impact effective tax rate | 6,100,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax expense at the federal statutory rate | 21% | 21% | 21% |
Partnership (income) loss not subject to U.S. corporate income taxes | (21.40%) | (21.00%) | (21.10%) |
Foreign income taxes, net of federal benefit | 10.70% | (9.70%) | (0.20%) |
State and local income taxes, net of federal benefit | 15.70% | (6.80%) | (0.90%) |
Non-deductible compensation expense | 26% | 0% | 0% |
Unrecognized tax benefits | 26.70% | 0% | 0% |
Other, net | 3.80% | 0% | (0.30%) |
Effective income tax rate | 82.50% | (16.50%) | (1.50%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Step-up in tax basis in PWP OpCo assets | $ 16,090 | $ 0 |
Operating lease liabilities | 6,601 | 52 |
Deferred compensation | 6,912 | 604 |
Other | 2,190 | 1,622 |
Deferred tax assets before valuation allowance | 31,793 | 2,278 |
Valuation allowance | 0 | (1,024) |
Total deferred tax assets | 31,793 | 1,254 |
Deferred tax liability | ||
Operating right-of-use lease assets | (5,969) | (40) |
Intangible assets | (3,118) | 0 |
Other | (1,615) | 0 |
Total deferred tax liabilities | (10,702) | (40) |
Deferred tax asset, net | $ 21,091 | $ 1,214 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning unrecognized tax benefit | $ 0 | $ 0 | $ 0 |
Additions for tax positions of prior years | 1,574 | 0 | 0 |
Additions for tax positions of current year | 4,564 | 0 | 0 |
Ending unrecognized tax benefit | $ 6,138 | $ 0 | $ 0 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 24, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt facilities | $ 0 | $ 177,690 | |
Unamortized debt discount and issuance costs | (521) | (30,725) | |
Total debt, net | (521) | 146,965 | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Total debt facilities | 0 | 150,000 | |
Unamortized debt discount and issuance costs | $ 28,500 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt facilities | $ 0 | $ 27,690 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 24, 2021 | Nov. 30, 2016 | Dec. 31, 2018 | Nov. 30, 2016 | Jun. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||
Payments on revolving facility | $ 27,690,000 | $ 32,000,000 | $ 10,000,000 | |||||
Draw down of Revolving Credit Facility | 0 | 22,000,000 | 20,000,000 | |||||
Total debt facilities | 0 | 177,690,000 | ||||||
Loss on debt extinguishment | 39,408,000 | 0 | 0 | |||||
Unamortized debt discount and issuance costs | (521,000) | (30,725,000) | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments on revolving facility | $ 27,700,000 | 27,700,000 | 32,000,000 | 10,000,000 | ||||
Draw down of Revolving Credit Facility | 22,000,000 | 20,000,000 | ||||||
Maximum amount to be used for letters of credit | 15,000,000 | |||||||
Maximum incremental revolving commitments | 20,000,000 | |||||||
Debt issuance costs | $ 1,800,000 | $ 1,800,000 | ||||||
Payments of debt restructuring costs | $ 400,000 | |||||||
Interest expense | 700,000 | 1,600,000 | $ 1,600,000 | |||||
Borrowings outstanding under revolving line of credit facility | 0 | |||||||
Incremental revolving commitments | 0 | |||||||
Total debt facilities | 0 | $ 27,690,000 | ||||||
Revolving Credit Facility | Fixed Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate during period | 2% | |||||||
Revolving Credit Facility | Fixed Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate during period | 3.25% | |||||||
Revolving Credit Facility | LIBOR Plus | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate during period | 0.25% | |||||||
Revolving Credit Facility | Reduction To Cadence Bank Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate during period | 1% | |||||||
Revolving Credit Facility | Weighted Average Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate during the period | 2.62% | 3.02% | 4.95% | |||||
Revolving Credit Facility | Effective Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate during the period | 3.73% | 3.93% | 6.48% | |||||
Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 1,100,000 | $ 1,100,000 | ||||||
Interest expense | 6,900,000 | $ 14,100,000 | $ 13,800,000 | |||||
Interest rate | 7% | 7% | ||||||
Debt instrument, face amount | $ 150,000,000 | $ 150,000,000 | ||||||
Maturity date | Nov. 30, 2026 | |||||||
Original issue discount rate | 5% | |||||||
Debt instrument, discount | $ 5,800,000 | $ 5,800,000 | ||||||
Commitment fee, percentage | 3% | |||||||
Debt related commitment fee amount | 3,500,000 | $ 3,500,000 | ||||||
Debt conversion converted instrument intrinsic value | $ 32,700,000 | |||||||
Total debt facilities | $ 0 | $ 150,000,000 | ||||||
Redemption amount | $ 161,600,000 | |||||||
Debt instrument, repurchased face amount | 150,000,000 | |||||||
Minimum amount held by redeeming holders | 5,000,000 | |||||||
Loss on debt extinguishment | 39,400,000 | |||||||
Premium paid to certain redeeming holders | 10,900,000 | |||||||
Unamortized debt discount and issuance costs | $ 28,500,000 | |||||||
Redemption price exceeded volume weighted average price, term | 5 days | |||||||
Convertible notes | Effective Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate during the period | 11.95% | 11.95% | 11.95% |
Debt - Schedule of Applicable I
Debt - Schedule of Applicable Interest Rate (Details) | 24 Months Ended |
Dec. 31, 2020 | |
Eurodollar | |
Debt Instrument [Line Items] | |
0.50 : 1.00 | 2.50% |
≥ 0.50 : 1.00, but 1.50 : 1.00 | 2.75% |
≥ 1.50 : 1.00 | 3% |
Base Rate | |
Debt Instrument [Line Items] | |
0.50 : 1.00 | 1.50% |
≥ 0.50 : 1.00, but 1.50 : 1.00 | 1.75% |
≥ 1.50 : 1.00 | 2% |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Nov. 03, 2021 $ / shares | Aug. 09, 2021 USD ($) $ / shares shares | Aug. 03, 2021 $ / shares | Dec. 31, 2021 USD ($) d vote $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jun. 24, 2021 vote | |
Class of Stock [Line Items] | |||||||
Preferred and common stock authorized (in Shares) | 2,200,000,000 | ||||||
Preferred stock, shares authorized (in Shares) | 100,000,000 | ||||||
Preferred stock par or stated value per share (in Dollars per Share) | $ / shares | $ 0.0001 | ||||||
Warrants outstanding (in Shares) | 7,869,975 | ||||||
Class B distribution rate compared to Class A | 0.001 | ||||||
Class B dividends rate compared to Class A | 0.001 | ||||||
Treasury stock purchases | $ | $ 12,000 | $ 0 | $ 0 | ||||
Stockholder's agreement, condition percentage | 5% | ||||||
Stockholder agreement, percent condition for board not to approve operating activities change | 10% | ||||||
Professional Partners and ILPs | |||||||
Class of Stock [Line Items] | |||||||
Noncontrolling interest, units owned (in Shares) | 50,154,199 | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 54.01% | ||||||
Founder Share Purchase Option | |||||||
Class of Stock [Line Items] | |||||||
Minimum consecutive trading days | d | 20 | ||||||
Founder shares convertible threshold consecutive trading days | d | 30 | ||||||
Founder share purchase period | d | 15 | ||||||
Founder shares (in Shares) | 1,000,000 | ||||||
Total number of share repurchase (in Shares) | 1,000,000 | ||||||
Share price (in Dollars per Share) | $ / shares | $ 12 | ||||||
Treasury stock purchases | $ | $ 12,000 | ||||||
Founder Share Purchase Option | $12 Price | |||||||
Class of Stock [Line Items] | |||||||
Minimum share price and purchase price (in Dollars per Share) | $ / shares | $ 12 | ||||||
Founder Share Purchase Option | $15 Price | |||||||
Class of Stock [Line Items] | |||||||
Minimum share price and purchase price (in Dollars per Share) | $ / shares | $ 15 | ||||||
Former Working Partners | |||||||
Class of Stock [Line Items] | |||||||
Lock-up period | 180 days | ||||||
Existing ILPs | |||||||
Class of Stock [Line Items] | |||||||
Lock-up period | 180 days | ||||||
Others | |||||||
Class of Stock [Line Items] | |||||||
Lock-up period | 12 months | ||||||
Minimum | Working Partners | |||||||
Class of Stock [Line Items] | |||||||
Lock-up period | 3 years | ||||||
Maximum | Working Partners | |||||||
Class of Stock [Line Items] | |||||||
Lock-up period | 5 years | ||||||
Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in Shares) | 1,500,000,000 | ||||||
Common stock par value (in Dollars per Share) | $ / shares | $ 0.0001 | ||||||
Voting rights | vote | 1 | ||||||
Cash dividend per share (in Dollars per Share) | $ / shares | $ 0.07 | $ 0.07 | |||||
Conversion ratio | 1 | ||||||
Common Stock B-1 | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in Shares) | 300,000,000 | ||||||
Common stock par value (in Dollars per Share) | $ / shares | $ 0.0001 | ||||||
Voting rights | vote | 10 | ||||||
Voting rights with ceased threshold percentage | vote | 1 | ||||||
Common Stock B-2 | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in Shares) | 300,000,000 | ||||||
Common stock par value (in Dollars per Share) | $ / shares | $ 0.0001 | ||||||
Voting rights | vote | 1 | 1 | |||||
Common stock, ownership percentage threshold | 10% |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in Shares) | 7,869,975 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Number of securities purchasable for each warrant or right (in Shares) | 1 |
Warrant exercise price (in Dollars per Share) | $ / shares | $ 11.50 |
Warrants, term | 5 years |
Warrant redemption price (in Dollars per Share) | $ / shares | $ 0.01 |
Minimum notice period to redeem warrants | 30 days |
Class of warrant or rights stock price minimum for redemption (in Dollars per Share) | $ / shares | $ 18 |
Minimum trading days with minimum stock price for redemption of warrants | 20 days |
Waiting period before warrants become exercisable | 30 days |
Warrants outstanding (in Shares) | 7,666,642 |
Number of class of warrants exercised (in Shares) | 0 |
Private Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in Shares) | 203,333 |
Number of class of warrants exercised (in Shares) | 0 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Jun. 24, 2021 USD ($) | Oct. 01, 2018 USD ($) | Nov. 30, 2016 | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | Aug. 31, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Liability award settlement amount | $ 3,912 | $ 0 | $ 0 | ||||||
PWP Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of shares outstanding | 15% | ||||||||
Total shares remained reserved for issuance (in Shares) | shares | 3,574,786 | ||||||||
General Share Reserve | PWP Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares reserved for issuance (in Shares) | shares | 13,980,000 | ||||||||
Transaction Pool Share Reserve | PWP Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares reserved for issuance (in Shares) | shares | 10,200,000 | ||||||||
Transaction Pool RSUs Reserve | PWP Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares reserved for issuance (in Shares) | shares | 7,000,000 | ||||||||
Transaction Pool PSUs Reserve | PWP Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shares reserved for issuance (in Shares) | shares | 3,200,000 | ||||||||
Transaction Pool PSUs | |||||||||
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 | ||||||||
Award grant date fair value | $ 40,900 | ||||||||
Unrecognized compensation expense | $ 37,200 | ||||||||
Weighted average period of unrecognized compensation cost related to unvested awards | 3 years 8 months 1 day | ||||||||
Grant date fair value awards | $ 11,500 | ||||||||
Transaction Pool PSUs | $12 Price Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 25% | ||||||||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ / shares | $ 12 | ||||||||
Market condition share price achieved (in Dollars per Share) | $ / shares | $ 12 | ||||||||
Transaction Pool PSUs | $13.50 Price Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 25% | ||||||||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ / shares | $ 13.50 | ||||||||
Market condition share price achieved (in Dollars per Share) | $ / shares | $ 13.50 | ||||||||
Transaction Pool PSUs | $15 Price Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 25% | ||||||||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ / shares | $ 15 | ||||||||
Transaction Pool PSUs | $17 Price Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 25% | ||||||||
Stock price needed for satisfaction of market condition (in Dollars per Share) | $ / shares | $ 17 | ||||||||
Transaction Pool PSUs | 36 Months Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 20% | ||||||||
Transaction Pool PSUs | 42 Months Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 20% | ||||||||
Transaction Pool PSUs | 48 Months Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 20% | ||||||||
Transaction Pool PSUs | 54 Months Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 20% | ||||||||
Transaction Pool PSUs | 60 Months Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting award | 20% | ||||||||
Transaction Pool RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Award grant date fair value | $ 97,700 | ||||||||
Unrecognized compensation expense | $ 60,000 | ||||||||
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years 5 months 8 days | ||||||||
Liability award settlement amount | $ 3,900 | ||||||||
Management PSUs | |||||||||
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 | ||||||||
Award grant date fair value | $ 84,200 | ||||||||
Unrecognized compensation expense | $ 76,600 | ||||||||
Weighted average period of unrecognized compensation cost related to unvested awards | 3 years 8 months 8 days | ||||||||
Management PSUs | $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) | $ / shares | $ 15 | ||||||||
Management PSUs | $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) | $ / shares | 20 | ||||||||
Management PSUs | $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) | $ / shares | 25 | ||||||||
Management PSUs | $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) | $ / shares | $ 30 | ||||||||
General RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award grant date fair value | $ 12,500 | ||||||||
Unrecognized compensation expense | $ 10,200 | ||||||||
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years 7 months 6 days | ||||||||
Professional Partners Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award grant date fair value | $ 301,500 | ||||||||
Unrecognized compensation expense | $ 270,200 | ||||||||
Weighted average period of unrecognized compensation cost related to unvested awards | 4 years 4 months 13 days | ||||||||
Legacy Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | 4 years | 4 years | ||||||
Award grant date fair value | $ 9,300 | $ 6,400 | $ 14,700 | $ 4,600 | $ 37,600 | ||||
Unrecognized compensation expense | $ 22,900 | ||||||||
Weighted average period of unrecognized compensation cost related to unvested awards | 1 year 8 months 26 days | ||||||||
Share-based payment arrangement, plan modification, incremental cost | $ 74,600 | ||||||||
Legacy Awards | Initial Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Legacy Awards | Subsequent to Initial Tranche | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Minimum | Transaction Pool PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Minimum | General RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Minimum | Professional Partners Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Minimum | Legacy Awards | Measurement Input, Discount Rate | Valuation, Income Approach | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Measurement input | 0.0990 | 0.020 | 0.038 | 0.036 | 0.0990 | 0.0980 | |||
Maximum | Transaction Pool PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Maximum | General RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Maximum | Professional Partners Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 5 years | ||||||||
Maximum | Legacy Awards | Measurement Input, Discount Rate | Valuation, Income Approach | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Measurement input | 0.1080 | 0.098 | 0.112 | 0.121 | 0.1080 | 0.1110 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity Related to Unvested Transaction Pool PSUs (Details) - Transaction Pool PSUs | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in Shares) | shares | 0 |
Granted (in Shares) | shares | 3,208,126 |
Vested (in Shares) | shares | 0 |
Forfeited (in Shares) | shares | 0 |
Ending Balance (in Shares) | shares | 3,208,126 |
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) | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted (in Dollars per Share) | $ / shares | 12.74 |
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 Balance (in Dollars per Share) | $ / shares | $ 12.74 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions Used in Applying Pricing Model (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Transaction Pool PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.93% |
Dividend yield | 2% |
Volatility factor | 32.90% |
Management PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.77% |
Dividend yield | 2% |
Volatility factor | 32.41% |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Transaction Pool Restricted Stock Units (Details) - Transaction Pool RSUs | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in Shares) | shares | 0 |
Granted (in Shares) | shares | 6,990,474 |
Vested (in Shares) | shares | (1,441,375) |
Forfeited (in Shares) | shares | (98,495) |
Ending Balance (in Shares) | shares | 5,450,604 |
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) | $ / shares | $ 0 |
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 | 13.97 |
Weighted Average Grant Date Fair Value, Forfeited (in Dollars per Share) | $ / shares | 13.97 |
Weighted Average Grant Date Fair Value, Ending Balance (in Dollars per Share) | $ / shares | $ 13.97 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Activity Related to Unvested Management PSUs (Details) - Management PSUs | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in Shares) | shares | 0 |
Granted (in Shares) | shares | 9,500,000 |
Vested (in Shares) | shares | 0 |
Forfeited (in Shares) | shares | 0 |
Ending Balance (in Shares) | shares | 9,500,000 |
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) | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted (in Dollars per Share) | $ / shares | 8.86 |
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 Balance (in Dollars per Share) | $ / shares | $ 8.86 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of General Restricted Stock Units (Details) - General RSUs | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in Shares) | shares | 0 |
Granted (in Shares) | shares | 906,836 |
Vested (in Shares) | shares | (319) |
Forfeited (in Shares) | shares | 0 |
Ending Balance (in Shares) | shares | 906,517 |
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) | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted (in Dollars per Share) | $ / shares | 13.76 |
Weighted Average Grant Date Fair Value, Vested (in Dollars per Share) | $ / shares | 13.97 |
Weighted Average Grant Date Fair Value, Forfeited (in Dollars per Share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance (in Dollars per Share) | $ / shares | $ 13.76 |
Equity-Based Compensation - Sig
Equity-Based Compensation - Significant Assumptions (Details) - Legacy Awards | 12 Months Ended | |||||
Oct. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Risk-free interest rate | 2.98% | |||||
Volatility factor | 30% | |||||
Expected volatility | 5 years | |||||
Valuation, Income Approach | Measurement Input, Discount Rate | Minimum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 0.0990 | 0.020 | 0.038 | 0.036 | 0.0990 | 0.0980 |
Valuation, Income Approach | Measurement Input, Discount Rate | Maximum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 0.1080 | 0.098 | 0.112 | 0.121 | 0.1080 | 0.1110 |
Valuation, Market Approach | Measurement Input, Income Multiples | Minimum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 12 | 12 | 11 | |||
Valuation, Market Approach | Measurement Input, Income Multiples | Maximum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 20 | 20 | 14 | |||
Valuation, Market Approach | Measurement Input, Revenue Multiples | Minimum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 2.25 | 2.25 | 2.25 | |||
Valuation, Market Approach | Measurement Input, Revenue Multiples | Maximum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 4 | 4 | 4.25 | |||
Valuation, Market Approach | Measurement Input, Growth Rate | Minimum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 0.0250 | 0.0250 | 0.0250 | |||
Valuation, Market Approach | Measurement Input, Growth Rate | Maximum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | 0.0275 | 0.0275 | 0.0275 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Awards Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Professional fees | $ 41,891 | $ 42,880 | $ 39,265 |
Total Equity-based compensation | 96,330 | 24,815 | 193,299 |
Income tax benefit of equity-based awards | 4,901 | 0 | 0 |
PWP Incentive Plan Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Professional fees | 703 | 0 | 0 |
Total Equity-based compensation | 44,891 | 0 | 0 |
Legacy Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Equity-based compensation | 19,105 | 24,815 | 193,299 |
Professional Partners Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total Equity-based compensation | $ 32,334 | $ 0 | $ 0 |
Other Compensation and Benefi_2
Other Compensation and Benefits - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred compensation | $ 1,100,000 | $ 5,800,000 | $ 5,500,000 |
Deferred compensation arrangement, award granted, amount | 0 | 0 | |
Deferred compensation, forfeited amount | 0 | 0 | 900,000 |
Costs incurred for employee benefit plans | $ 5,000,000 | 4,500,000 | 4,400,000 |
Termination cost | $ 6,000,000 | ||
Deferred Profit Sharing | Perella Weinberg Partners UK LLP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred compensation | 3,400,000 | ||
Various dates between January 1, 2022 and January 1, 2023 or earlier | Certain U.S. Partners | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred compensation | $ 8,800,000 |
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 | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | ||
Numerator: | |||
Net income (loss) attributable to Perella Weinberg Partners - basic | $ (9,421) | $ (9,421) | |
Dilutive Securities, Effect on Basic Earnings Per Share, PWP OpCo Units | (51,904) | ||
Net Income (loss) attributable to Perella Weinberg Partners - diluted | $ (61,325) | ||
Denominator: | |||
Basic (in Shares) | 42,595,712 | 42,595,712 | [1] |
Weighted average number of incremental shares from assumed exchange of PWP OpCo Units (in Shares) | 50,154,199 | ||
Weighted average shares of Class A common stock outstanding - diluted (in Shares) | 92,749,911 | 92,749,911 | [1] |
Net income (loss) per share attributable to Class A common shareholders | |||
Basic (in Dollars per Share) | $ (0.22) | $ (0.22) | [1] |
Diluted (in Dollars per Share) | $ (0.66) | $ (0.66) | [1] |
[1]For the year ended December 31, 2021, net income (loss) per share of Class A common stock and weighted-average shares of Class A common stock outstanding is representative of the period from June 24, 2021 through December 31, 2021, the period following the Business Combination, as defined in Note 1—Organization and Nature of Business. For more information, refer to Note 15—Net Income (Loss) Per Share Attributable to Class A Common Shareholders. |
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) | 6 Months Ended |
Dec. 31, 2021 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities (in Shares) | 1,304,663 |
Warrants to purchase shares of Class A common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities (in Shares) | 1,029,210 |
RSUs and PSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities (in Shares) | 275,453 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 27,805 | $ 0 |
Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 700 | |
Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in mutual funds and other | 500 | 584 |
Cash surrender value of company-owned life insurance | 565 | 857 |
Total financial assets | 1,065 | 1,441 |
Total financial liabilities | 27,805 | |
Recurring Basis | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 27,063 | |
Recurring Basis | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 742 | |
Recurring Basis | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in mutual funds and other | 500 | 584 |
Cash surrender value of company-owned life insurance | 0 | 0 |
Total financial assets | 500 | 584 |
Total financial liabilities | 27,063 | |
Recurring Basis | Level 1 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 27,063 | |
Recurring Basis | Level 1 | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Recurring Basis | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in mutual funds and other | 0 | 0 |
Cash surrender value of company-owned life insurance | 565 | 857 |
Total financial assets | 565 | 857 |
Total financial liabilities | 0 | |
Recurring Basis | Level 2 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Recurring Basis | Level 2 | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Recurring Basis | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in mutual funds and other | 0 | 0 |
Cash surrender value of company-owned life insurance | 0 | 0 |
Total financial assets | 0 | $ 0 |
Total financial liabilities | 742 | |
Recurring Basis | Level 3 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 0 | |
Recurring Basis | Level 3 | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 742 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants outstanding (in Shares) | 7,869,975 | |
Warrant liabilities | $ 27,805 | $ 0 |
Investment in holdings | $ 1,300 | |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants fair value price per unit (in Dollars per Share) | $ 3.53 | |
Warrants outstanding (in Shares) | 7,666,642 | |
Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants fair value price per unit (in Dollars per Share) | $ 3.65 | |
Warrants outstanding (in Shares) | 203,333 | |
Warrant liabilities | $ 700 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Schedule of Significant Unobservable Inputs into the Valuation Model for Private Warrants (Details) - Private Warrants | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free rate of return | 1.19% |
Expected volatility | 35.06% |
Expected dividend yield | 2.20% |
Expected term (in years) | 4 years 5 months 23 days |
Exercise price per share (in Dollars per Share) | $ 11.50 |
Asset price per share (in Dollars per Share) | $ 12.86 |
Fair Value Measurements and I_6
Fair Value Measurements and Investments - Schedule of Changes in Level 3 Liabilities measured at Fair Value (Details) - Level 3 $ in Thousands | 6 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at Business Combination | $ 675 |
Change in fair value | 67 |
Balance at end of period | $ 742 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Components of Related Party Revenues and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party income | |||
Related party income | $ 7,516 | $ 9,263 | $ 8,810 |
Sublease income | 2,957 | 3,942 | 3,366 |
Related party expenses | |||
Total related party expenses | 134 | 286 | 612 |
TSA Compensation Related | |||
Related Party income | |||
Related party income | 3,165 | 3,837 | 4,280 |
Related party expenses | |||
Total related party expenses | 134 | 176 | 588 |
TSA Non Compensation Related | |||
Related Party income | |||
Related party income | 659 | 1,484 | 1,164 |
Related party expenses | |||
Total related party expenses | 0 | 110 | 24 |
TSA | |||
Related Party income | |||
Related party income | $ 6,781 | $ 9,263 | $ 8,810 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Tax savings agreement, percent | 85% | 85% | |||
Amount due pursuant to tax receivable agreement | $ 14,108,000 | $ 14,108,000 | $ 0 | ||
Partner promissory notes recognized as a reduction in equity | 6,000,000 | 6,000,000 | 8,000,000 | ||
Debt instrument carrying amount | 0 | 0 | 177,690,000 | ||
Due from related parties | 4,225,000 | 4,225,000 | 289,000 | ||
Related party income | 7,516,000 | 9,263,000 | $ 8,810,000 | ||
Convertible notes | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument carrying amount | 0 | 0 | 150,000,000 | ||
Partner Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party debt | 1,800,000 | 0 | 1,300,000 | ||
Debt instrument carrying amount | $ 0 | 1,800,000 | |||
P W P Capital Holdings L P | Partner Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument carrying amount | $ 1,600,000 | ||||
Partners | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 3,300,000 | ||||
Partners | Convertible notes | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument carrying amount | 8,700,000 | 8,700,000 | |||
PFAC Holdings | |||||
Related Party Transaction [Line Items] | |||||
Related party income | 600,000 | ||||
Administrative services fee received | $ 10,000 | ||||
Director | |||||
Related Party Transaction [Line Items] | |||||
Related party income | $ 3,100,000 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Estimated Payments Under Tax Receivable Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
2022 | $ 432 | |
2023 | 746 | |
2024 | 757 | |
2025 | 775 | |
2026 | 791 | |
Thereafter | 10,607 | |
Total Payments | $ 14,108 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jan. 19, 2022 claim | Mar. 20, 2020 claim d | Apr. 28, 2018 claim | Nov. 09, 2015 claim | Oct. 20, 2015 claim | |
Loss Contingencies [Line Items] | ||||||||
Default loan | $ 0 | $ 0 | ||||||
Relief and damages sought value | 60,000,000 | |||||||
Litigation costs | 1,100,000 | 1,400,000 | $ 4,000,000 | |||||
Pending summary judgement | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending plaintiffs claims, number | claim | 14 | 14 | 14 | |||||
Pending dismissal | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending counterclaims, number | claim | 8 | 8 | ||||||
Pending litigation after pending dismissal | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending defendants claims, number | d | 4 | |||||||
Motion for leave to renew | Subsequent Event | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, pending defendants claims, number | claim | 1 | |||||||
Guarantee of Indebtedness of Others | ||||||||
Loss Contingencies [Line Items] | ||||||||
Estimate of possible loss | 3,300,000 | 5,600,000 | ||||||
Indemnification Guarantee | ||||||||
Loss Contingencies [Line Items] | ||||||||
Estimate of possible loss | $ 0 | $ 0 |
Business Information - Addition
Business Information - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021 client Segment | Dec. 31, 2020 client | Dec. 31, 2019 client | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | 1 | ||
Number of reportable segments | 1 | ||
Revenue Benchmark | Client Accounting for More than 10% of Aggregate Revenue | |||
Segment Reporting Information [Line Items] | |||
Number of clients over 10% benchmark | client | 0 | 0 | 0 |
Business Information - Schedule
Business Information - Schedule of Geographical Distribution of Revenues and Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 801,662 | $ 518,986 | $ 533,297 |
Assets | 718,327 | 542,953 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 659,947 | 387,038 | 446,320 |
Assets | 552,865 | 406,884 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 141,715 | 131,948 | $ 86,977 |
Assets | $ 165,462 | $ 136,069 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Mar. 04, 2022 shares | Feb. 28, 2022 shares | Feb. 16, 2022 USD ($) $ / shares | Jan. 21, 2022 USD ($) $ / shares shares | Nov. 03, 2021 $ / shares | Aug. 03, 2021 $ / shares | Feb. 18, 2022 | Jan. 01, 2022 shares |
Subsequent Event [Line Items] | ||||||||
Class B dividends rate compared to Class A | 0.001 | |||||||
Class A common stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend declared (in Dollars per Share) | $ / shares | $ 0.07 | $ 0.07 | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Class B dividends rate compared to Class A | 0.001 | |||||||
Subsequent Event | United Kingdom Office | ||||||||
Subsequent Event [Line Items] | ||||||||
Lessee, operating lease, lease not yet commenced, term of contract | 12 years | |||||||
Subsequent Event | PWP OpCo | ||||||||
Subsequent Event [Line Items] | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 50.17% | |||||||
Subsequent Event | Class A common stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of common stock (in Shares) | shares | 3,502,033 | |||||||
Shares issued, price per share (in Dollars per Share) | $ / shares | $ 10.75 | |||||||
Proceeds from issuance of common stock | $ | $ 37,600,000 | |||||||
Payment of financing and stock issuance costs (in Dollars per Share) | $ / shares | $ 0.32 | |||||||
Payment of underwriting discounts and commissions | $ | $ 1,100,000 | |||||||
Dividend declared (in Dollars per Share) | $ / shares | $ 0.07 | |||||||
Stock repurchase program, authorized amount | $ | $ 100,000,000 | |||||||
Stock exchanged during period, shares (in Shares) | shares | 337,048 | |||||||
Subsequent Event | PWP Incentive Plan | ||||||||
Subsequent Event [Line Items] | ||||||||
Total shares reserved for issuance (in Shares) | shares | 13,900,000 | |||||||
Subsequent Event | PWP Incentive Plan | Restricted Stock Units (RSUs) | ||||||||
Subsequent Event [Line Items] | ||||||||
Granted (in Shares) | shares | 6,322,746 |