Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | PWP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 344,735,834 | ||
Documents Incorporated by Reference | Portions of Perella Weinberg Partners’ Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2023 are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001777835 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A common stock, par value $0.0001 per share | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in Shares) | 44,734,947 | ||
Class B Common Stock, par value $0.0001 per share | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in Shares) | 41,589,339 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Firm ID | 42 |
Auditor Location | New York, New York |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 247,171 | $ 171,570 |
Restricted cash | 2,931 | 2,596 |
Investments in short-term marketable debt securities | 91,174 | 140,110 |
Accounts receivable, net of allowance | 47,771 | 67,906 |
Fixed assets, net of accumulated depreciation and amortization | 93,652 | 48,390 |
Intangible assets, net of accumulated amortization | 19,192 | 25,772 |
Goodwill | 34,383 | 34,383 |
Prepaid expenses and other assets | 30,871 | 36,190 |
Right-of-use lease assets | 143,935 | 153,720 |
Deferred tax asset, net | 46,453 | 33,094 |
Total assets | 761,108 | 717,093 |
Liabilities and Equity | ||
Accrued compensation and benefits | 233,927 | 217,011 |
Accounts payable, accrued expenses and other liabilities | 52,106 | 51,350 |
Lease liabilities | 175,901 | 165,601 |
Amount due pursuant to tax receivable agreement | 30,928 | 22,991 |
Total liabilities | 492,862 | 456,953 |
Commitments and contingencies | ||
Preferred stock, issued | 0 | 0 |
Additional paid-in-capital | 312,523 | 242,129 |
Retained earnings (accumulated deficit) | (54,650) | (18,071) |
Accumulated other comprehensive income (loss) | (4,480) | (6,538) |
Treasury stock, at cost (12,718,224 and 10,492,286 shares of Class A common stock at December 31, 2023 and December 31, 2022, respectively) | (100,747) | (80,067) |
Total Perella Weinberg Partners equity | 152,656 | 137,462 |
Non-controlling interests | 115,590 | 122,678 |
Total equity | 268,246 | 260,140 |
Total liabilities and equity | 761,108 | 717,093 |
Related Party | ||
Assets | ||
Due from related parties | 3,575 | 3,362 |
Class A common stock | ||
Liabilities and Equity | ||
Common stock value | 6 | 5 |
Class B common stock | ||
Liabilities and Equity | ||
Common stock value | $ 4 | $ 4 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Related Party | Related Party |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred stock par or stated value per share (in Dollars per Share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 |
Treasury stock, shares (in Shares) | 12,718,224 | 10,492,286 |
Class A common stock | ||
Common stock par value (in Dollars per Share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in Shares) | 57,361,073 | 52,237,247 |
Common stock shares outstanding (in Shares) | 44,642,849 | 41,744,961 |
Class B common stock | ||
Common stock par value (in Dollars per Share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in Shares) | 41,589,339 | 44,563,877 |
Common stock shares outstanding (in Shares) | 41,589,339 | 44,563,877 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues | $ 648,652 | $ 631,507 | $ 801,662 | |
Expenses | ||||
Compensation and benefits | 426,572 | 391,333 | 504,364 | |
Equity-based compensation | 182,375 | 154,158 | 96,330 | |
Total compensation and benefits | 608,947 | 545,491 | 600,694 | |
Professional fees | 39,640 | 34,824 | 41,891 | |
Technology and infrastructure | 34,462 | 30,084 | 28,355 | |
Rent and occupancy | 26,891 | 24,898 | 26,406 | |
Travel and related expenses | 19,030 | 13,034 | 6,261 | |
General, administrative and other expenses | 20,103 | 20,215 | 16,982 | |
Depreciation and amortization | 14,679 | 10,694 | 14,489 | |
Total expenses | 763,752 | 679,240 | 735,078 | |
Operating income (loss) | (115,100) | (47,733) | 66,584 | |
Non-operating income (expenses) | ||||
Change in fair value of warrant liabilities | 0 | 15,806 | (4,897) | |
Loss on extinguishment of debt | 0 | 0 | (39,408) | |
Interest expense | (276) | (276) | (7,606) | |
Total non-operating income (expenses) | 2,280 | 26,313 | (43,634) | |
Income (loss) before income taxes | (112,820) | (21,420) | 22,950 | |
Income tax expense (benefit) | (980) | 10,327 | 18,927 | |
Net income (loss) | (111,840) | (31,747) | 4,023 | |
Less: Net income (loss) attributable to non-controlling interests | (94,617) | (49,625) | 13,444 | |
Net income (loss) attributable to Perella Weinberg Partners | $ (17,223) | $ 17,878 | $ (9,421) | |
Net income (loss) per share attributable to Class A common shareholders | ||||
Basic (in Dollars per Share) | [1] | $ (0.40) | $ 0.41 | $ (0.22) |
Diluted (in Dollars per Share) | [1] | $ (1.33) | $ (0.46) | $ (0.66) |
Weighted-average shares of Class A common stock outstanding | ||||
Basic (in Shares) | [1] | 43,273,939 | 43,837,640 | 42,595,712 |
Diluted (in Shares) | [1] | 86,779,052 | 89,755,632 | 92,749,911 |
Related Party | ||||
Non-operating income (expenses) | ||||
Related party income | $ 932 | $ 2,805 | $ 7,516 | |
Other income (expense) | 932 | 2,805 | 7,516 | |
Nonrelated Party | ||||
Non-operating income (expenses) | ||||
Related party income | 1,624 | 7,978 | 761 | |
Other income (expense) | $ 1,624 | $ 7,978 | $ 761 | |
[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 14—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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (111,840) | $ (31,747) | $ 4,023 |
Foreign currency translation gain (loss), net of tax | 4,131 | (9,682) | (1,481) |
Comprehensive income (loss) | (107,709) | (41,429) | 2,542 |
Less: Comprehensive income (loss) attributable to non-controlling interests | (92,544) | (54,515) | 12,883 |
Comprehensive income (loss) attributable to Perella Weinberg Partners | $ (15,165) | $ 13,086 | $ (10,341) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Class A common stock | Class B common stock | Common Stock Class A common stock | Common Stock Class B common stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests | Partners’ Capital |
Beginning balance at Dec. 31, 2020 | $ 76,509 | ||||||||||
Common stock, beginning balance (in Shares) at Dec. 31, 2020 | 0 | 0 | |||||||||
Treasury stock, beginning balance (in Shares) at Dec. 31, 2020 | 0 | ||||||||||
Beginning 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 | ||||||||||
Foreign currency translation gain (loss), net of tax | (1,481) | ||||||||||
Liability awards reclassification to equity | 3,912 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Common stock, ending balance (in Shares) at Dec. 31, 2021 | 43,649,319 | 50,154,199 | |||||||||
Treasury stock, ending balance (in Shares) at Dec. 31, 2021 | (1,000,000) | ||||||||||
Ending balance at Dec. 31, 2021 | 271,352 | $ 4 | $ 5 | $ (12,000) | 158,131 | (18,075) | (1,746) | 145,033 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (31,747) | 17,878 | (49,625) | ||||||||
Foreign currency translation gain (loss), net of tax | (9,682) | (4,792) | (4,890) | ||||||||
Distributions to partners after Business Combination | (44,455) | (44,455) | |||||||||
Liability awards reclassification to equity | 0 | ||||||||||
Issuance of class A common stock for vested PWP incentive plan awards (in Shares) | 1,426,073 | 51,730 | |||||||||
Withholding tax payments on vested PWP Incentive Plan Awards | (9,703) | (9,703) | |||||||||
Dividends declared ($0.14 per share of Class A common stock) | (17,352) | $ (17,900) | 522 | (17,874) | |||||||
Other, after Business Combination | 1,935 | 702 | 1,233 | ||||||||
Treasury stock purchase (in shares) | (9,544,016) | ||||||||||
Treasury stock purchase | (68,687) | $ (68,687) | |||||||||
Change in ownership interests | 0 | (766) | 766 | ||||||||
Equity-based awards | 156,420 | 81,804 | 74,616 | ||||||||
Issuance of class A common stock for vested PWP incentive plan awards | 0 | $ 620 | (620) | ||||||||
Issuance of common stock (in Shares) | 3,502,033 | (3,498,534) | |||||||||
Issuance of common stock | (537) | $ 1 | (538) | ||||||||
Exchange of PWP OpCo units and corresponding class B common stock for class A common stock (in shares) | 2,093,874 | (2,091,788) | |||||||||
Exchange of PWP OpCo units and corresponding class B common stock for class A common stock | 597 | $ (1) | 598 | ||||||||
Warrant exchange for class A common stock (in shares) | 1,565,948 | ||||||||||
Warrant exchange for Class A common stock | $ 11,999 | 11,999 | |||||||||
Common stock, ending balance (in Shares) at Dec. 31, 2022 | 41,744,961 | 44,563,877 | 52,237,247 | 44,563,877 | |||||||
Treasury stock, ending balance (in Shares) at Dec. 31, 2022 | (10,492,286) | (10,492,286) | |||||||||
Ending balance at Dec. 31, 2022 | $ 260,140 | $ 5 | $ 4 | $ (80,067) | 242,129 | (18,071) | (6,538) | 122,678 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (111,840) | (17,224) | (94,616) | ||||||||
Foreign currency translation gain (loss), net of tax | 4,131 | 2,058 | 2,073 | ||||||||
Distributions to partners after Business Combination | (14,169) | (14,169) | |||||||||
Liability awards reclassification to equity | 0 | ||||||||||
Issuance of class A common stock for vested PWP incentive plan awards (in Shares) | 2,146,320 | 150,745 | |||||||||
Withholding tax payments on vested PWP Incentive Plan Awards | (16,743) | (16,743) | |||||||||
Dividends declared ($0.14 per share of Class A common stock) | (18,715) | $ (19,300) | 542 | (19,257) | |||||||
Other, after Business Combination | 1,982 | 1,242 | 740 | ||||||||
Treasury stock purchase (in shares) | (11,920,699) | (2,376,683) | |||||||||
Treasury stock purchase | (22,489) | $ (22,489) | |||||||||
Change in ownership interests | 0 | (20,668) | 20,668 | ||||||||
Equity-based awards | 184,464 | 106,248 | 78,216 | ||||||||
Issuance of class A common stock for vested PWP incentive plan awards | 1 | $ 1 | $ 1,809 | (1,711) | (98) | ||||||
Exchange of PWP OpCo units and corresponding class B common stock for class A common stock (in shares) | 2,977,506 | (2,974,538) | |||||||||
Exchange of PWP OpCo units and corresponding class B common stock for class A common stock | $ 1,484 | $ 0 | 1,484 | ||||||||
Common stock, ending balance (in Shares) at Dec. 31, 2023 | 44,642,849 | 41,589,339 | 57,361,073 | 41,589,339 | |||||||
Treasury stock, ending balance (in Shares) at Dec. 31, 2023 | (12,718,224) | (12,718,224) | |||||||||
Ending balance at Dec. 31, 2023 | $ 268,246 | $ 6 | $ 4 | $ (100,747) | $ 312,523 | $ (54,650) | $ (4,480) | $ 115,590 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - Class A common stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividend declared (in Dollars per Share) | $ 0.28 | ||
Common Stock | |||
Dividend declared (in Dollars per Share) | $ 0.28 | $ 0.28 | $ 0.14 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net income (loss) | $ (111,840) | $ (31,747) | $ 4,023 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Loss on debt extinguishment | 0 | 0 | 39,408 |
Equity-based awards vesting expense | 184,464 | 156,420 | 97,033 |
Depreciation and amortization | 14,679 | 10,694 | 14,489 |
Change in fair value of warrant liabilities | 0 | (15,806) | 4,897 |
Foreign currency revaluation | 2,450 | (4,692) | 0 |
Non-cash operating lease expense | 12,879 | 15,948 | 17,361 |
Deferred taxes | (2,074) | (2,743) | (3,716) |
Bad debt expense | 2,313 | 2,158 | 646 |
Other | (1,487) | 435 | 1,768 |
Decrease (increase) in operating assets: | |||
Accounts receivable, net of allowance | 18,798 | (24,339) | (7,127) |
Due from related parties | (213) | 864 | (3,612) |
Prepaid expenses and other assets | 4,336 | (14,440) | (15,205) |
Increase (decrease) in operating liabilities: | |||
Accrued compensation and benefits | 15,906 | (97,135) | 97,912 |
Accounts payable, accrued expenses and other liabilities | (1,378) | (5,805) | 5,113 |
Lease liabilities | 7,050 | (7,585) | (18,082) |
Net cash provided by (used in) operating activities: | 145,883 | (17,773) | 234,908 |
Cash flows from investing activities | |||
Purchases of fixed assets | (57,598) | (26,560) | (1,462) |
Purchases of investments in short-term marketable debt securities | (89,259) | (139,171) | 0 |
Maturities of investments in short-term marketable debt securities | 140,551 | 0 | 0 |
Other | 488 | (500) | (978) |
Net cash provided by (used in) investing activities | (5,818) | (166,231) | (2,440) |
Cash flows from financing activities | |||
Proceeds from Business Combination, including PIPE Investment | 0 | 0 | 355,021 |
Payment of Business Combination costs | 0 | 0 | (23,895) |
Principal payment on Revolving Credit Facility | 0 | 0 | (27,690) |
Redemption of Convertible Notes | 0 | 0 | (160,930) |
Redemption of partners’ interests | 0 | 0 | (104,540) |
Proceeds from the Offering, net of underwriting discount | 0 | 36,526 | 0 |
Exchange of PWP OpCo Units and corresponding Class B common stock for cash using Offering proceeds | 0 | (36,526) | 0 |
Payment of offering costs | 0 | (1,318) | 0 |
Distributions to partners | (14,169) | (44,455) | (65,931) |
Dividends paid on Class A and Class B common stock | (13,145) | (12,840) | (5,990) |
Withholding tax payments for vested PWP Incentive Plan Awards | (16,743) | (9,703) | (10,462) |
Treasury stock purchases | (22,489) | (68,452) | (12,000) |
Payments pursuant to tax receivable agreement | (472) | 0 | 0 |
Debt issuance costs | 0 | 0 | (361) |
Proceeds from Partner Promissory Note | 0 | 0 | 1,757 |
Net cash provided by (used in) financing activities | (67,018) | (136,768) | (55,021) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2,889 | (9,837) | (3,580) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 75,936 | (330,609) | 173,867 |
Cash, cash equivalents and restricted cash, beginning of period | 174,166 | 504,775 | 330,908 |
Cash, cash equivalents and restricted cash, end of period | 250,102 | 174,166 | 504,775 |
Supplemental disclosures of non-cash activities | |||
Lease liabilities arising from obtaining right-of-use lease assets | 2,278 | 131,232 | 4,111 |
Accrued capital expenditures | 11,319 | 16,395 | 0 |
Accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards | 7,278 | 5,711 | 2,664 |
Non-cash paydown of Partner promissory notes | 1,547 | 2,567 | 0 |
Deferred tax effect resulting from exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement | 1,485 | 1,362 | 0 |
Accrued treasury stock purchases | 0 | 235 | 0 |
Liability awards reclassification to equity | 0 | 0 | 3,912 |
Net assets of deconsolidated affiliate | 0 | 0 | 394 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 4,568 | 25,995 | 12,547 |
Cash paid for interest | $ 127 | $ 127 | $ 5,515 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Business Abstract | |
Organization and Nature of Business | Note 1—Organization and Nature of Business Perella Weinberg Partners and its consolidated subsidiaries, including PWP Holdings LP (“PWP OpCo”) (collectively, “PWP” and the “Company”), is a global independent advisory firm that provides strategic and financial advice to a wide range of clients. The Company’s activities as an investment banking advisory firm constitute a single business segment that provides a range of advisory services, including advice related to strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder and defense advisory, financing and capital solutions advice with resources focused on restructuring and liability management, capital markets advisory, private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries. The operations of PWP OpCo are conducted through a wholly-owned subsidiary, Perella Weinberg Partners Group LP, and its subsidiaries which are consolidated in these financial statements. PWP GP LLC (“PWP GP”) is the general partner that controls PWP OpCo. The limited partner interests of PWP OpCo are held by the Company, Investor Limited Partners (the “ILPs”), and PWP Professional Partners LP (together with its successors and assigns, as applicable, “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. Perella Weinberg Partners (formerly known as FinTech Acquisition Corp. IV (“FTIV”)) was incorporated in Delaware on November 20, 2018 as a special purpose acquisition company for the purpose of acquiring businesses or assets through a business combination. On June 24, 2021, the Company consummated a business combination pursuant to a Business Combination Agreement, among various parties, resulting in FTIV acquiring partnership interests in PWP OpCo, and PWP OpCo becoming jointly-owned by Perella Weinberg Partners, Professional Partners and existing partners as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”). See Note 3—Business Combination for additional discussion related to the transaction. On December 31, 2023, as part of an internal reorganization, Professional Partners was divided into three partnerships pursuant to a plan of division (the “Division”), which, among other things, provided that (i) all of its limited partnership interests in PWP OpCo were allocated to one of the divided partnerships, PWP AdCo Professionals LP (“AdCo Professionals”), (ii) all of its shares of Class B-1 common stock of the Company were allocated to another divided partnership, PWP VoteCo Professionals LP (“VoteCo Professionals”) and (iii) PWP Professional Partners LP changed its name to PWP AmCo Professional Partners LP. The principal purpose of the internal reorganization was to simplify the structure for the partners in Professional Partners with respect to their indirect interests in PWP OpCo. There was no consideration exchanged in connection with the Division, which is not expected to affect the respective rights or economic interests of the Company, PWP GP, or any limited partner with respect to PWP OpCo. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and all intercompany balances and transactions have been eliminated. 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. 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 certain estimates regarding the measurement of amounts due pursuant to the tax receivable agreement, measurement and timing of revenue recognition, assumptions used in the provision for income taxes, measurement of equity-based compensation, evaluation of goodwill and intangible assets, fair value measurement of financial instruments, and other matters that affect the reported amounts and disclosures of contingencies in the consolidated financial statements. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any highly liquid investments with original maturities of three months or less from the date of purchase. Cash account balances often exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. As of December 31, 2023 and 2022, the Company had no cash equivalents and had restricted cash of $2.9 million and $2.6 million, respectively, maintained as collateral for letters of credit related to certain office leases. The sum of Cash and cash equivalents and Restricted cash on the Consolidated Statements of Financial Condition corresponds to the total cash, cash equivalents, and restricted cash presented on the Consolidated Statements of Cash Flows. Investments in Short-Term Marketable Debt Securities The Company invests in short-term marketable debt securities to manage excess liquidity. As of December 31, 2023, these investments consisted solely of U.S. Treasury securities held by a consolidated broker-dealer subsidiary and were carried at fair value with changes in fair value included in Other income (expense) on the Consolidated Statements of Operations, as is required for broker-dealers. In general, these investments are recorded on the Consolidated Statements of Financial Condition within Cash and cash equivalents for investments with an original maturity from the date of purchase of three months or less, and within Investments in short-term marketable debt securities for those with original maturities longer than three months but less than one year. Accounts Receivable, Net of Allowance 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 expected credit losses, if required. 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 reviewing specific client receivables as well as estimating the probability of loss on total client receivables based on the Company’s historical credit loss experience and taking into consideration current market conditions and supportable forecasts that affect the collectability of the reported amount. The Company updates its expected 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. Changes to expected credit losses during the period are included in General, administrative and other expenses on 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, 2023 and December 31, 2022, the net assets of PWP OpCo were $249.6 million and $237.9 million, respectively. As of December 31, 2023 and December 31, 2022, the Company did not consolidate any VIEs other than PWP OpCo. Fair Value of Financial Instruments The Company’s financial instruments are generally recorded at fair value or at amounts that approximate fair value. The carrying values of cash, restricted cash, accounts receivable, amounts due from related parties, accounts payable and certain accrued liabilities approximate their fair values due to the short-term nature of these items. 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, prepaid expenses comprise the majority of Prepaid expenses and other assets on the Consolidated Statements of Financial Condition and represent upfront payments for various services, including subscriptions, cloud computing arrangements, software licenses and insurance, which are amortized over the life, related service period or policy. Income tax receivables are another substantial component of Prepaid expenses and other assets. Repurchases of Common Stock Shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The Company may structure such repurchases as either a purchase of treasury stock or a retirement of shares. The Company records its purchases of treasury stock at cost as a separate component of equity. The Company may re-issue treasury stock using the first-in-first-out method. Tax Receivable Agreement In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs that provides for payment of 85% of the amount of cash savings, if any, in U.S. federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement. 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 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. 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 tests intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Leases The Company leases office space and certain office equipment, which are classified as 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. Certain non-U.S. lease payments are variable as they are subject to change based on the prevailing applicable index. The Company does not recognize right-of-use assets and lease liabilities for short-term leases with a lease term of 12 months or less. The Company elected the practical expedient not to separate lease components and non-lease components in calculating the net present value of its lease payments; thus, the measurement of the right-of-use asset and corresponding lease obligation uses one single combined component. Lease expense is recognized on a straight-line basis over the lease term. The Company subleased certain portions its office space through October 2023 and such income was recognized on a straight-line basis over the term of the lease. 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 and is calculated based on multiple factors, including current market conditions, the Company’s credit rating, the terms of the Company’s recent debt issuances and/or current revolving credit facilities, and the expected lease term. The Company estimates the expected lease terms by assuming the exercise of renewal options and extensions where a significant penalty could be incurred and 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 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. Certain non-U.S. subsidiaries are subject to income taxes in their respective local jurisdictions. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the financial reporting bases 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 tax expense (benefit) 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 taxable temporary differences and tax planning strategies. The Company analyzes its tax positions for all U.S. federal, state and local and foreign tax jurisdictions where it is required to file income tax returns. The Company records unrecognized tax benefits based on whether it is more-likely-than-not that the uncertain tax position will be sustained based on the technical merits of the position. If it is determined that an uncertain tax position is more-likely-than-not to be sustained, the Company records the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authorities. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in Income tax expense (benefit) on the Consolidated Statements of Operations. Foreign Currencies In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency. The Company recognized net foreign exchange gains (losses) arising from such transactions of $(3.3) million, $6.8 million and $(0.2) million during the years ended December 31, 2023, 2022, and 2021, respectively, which are included in Other income (expense) on 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 profit and loss activity is generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive loss on the Consolidated Statements of Changes in Equity. Revenue 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 provides transaction-related advisory services to its clients to assist with corporate finance activities that include, but are not limited to, 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 since the Company provides most of 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 the ongoing financial and strategic advice throughout the engagement. 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, these fees are often 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. Such determination of probability may require significant judgment. In some cases, a portion of the variable fees received may be deferred based on an estimate of the services remaining to be completed, if any (e.g., when announcement fees are earned but additional services are expected to be provided between transaction announcement and transaction close). The determination of when and to what extent to subsequently recognize deferred 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. Certain 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. 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 that the fairness opinion is delivered at which time the client receives the benefit of the fairness opinion services. Research, Trading, and Underwriting Services The Company provides research on the energy and related industries and associated 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. Research clients compensate the Company via direct payment, trading commissions generated through the Company’s trading desk, or commission sharing agreements. As of January 2024, the Company closed its trading desk but will continue to be compensated for research services through direct payments and a commission sharing agreement. 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. The Company recognizes underwriting revenue at a point in time, typically on the pricing date of the offering. Contract Costs and Contract Balances 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. The Company is reimbursed by the client for certain of these out-of-pocket expenses, which are recognized over time and recorded within Revenues on the Consolidated Statements of Operations. 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). Interest Income The Company typically earns interest on cash at banks and short-term investments, which is recorded on an accrual basis within Other income (expense) on the Consolidated Statements of Operations. 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. Equity-Based Compensation 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 or requisite service 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. 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. 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 is fully attributed to non-controlling interests. Refer to Note 12—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 stock 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) on 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 composed of foreign currency translation gains and losses. Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements that had a material effect on the Company’s co nsolidated financial statements. Future Adoption of Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the guidance in Accounting Standards Codification (“ASC” or the “Codification”) Topic 280, Segment Reporting, to require enhanced disclosures about reportable segments on an annual and interim basis. The amendments will require disclosure of significant segment expenses, identification of the chief operating decision maker (“CODM”), and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 clarifies that an entity that has a single reportable segment is subject to all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 are effective for the Company beginning with the annual period ended December 31, 2024 and interim periods within the year ended December 31, 2025. The amendments are required to be applied retrospectively to all period presented and early adoption is permitted. The Company is currently assessing the impact of ASU 2023-07 and identifying the additional disclosures that will be required with regard to the Company’s single reportable segment. In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which amends the guidance in ASC Topic 740, Income Taxes (“ASC 740”), to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 are effective for the Company beginning with the annual period ended December 31, 2025. The amendments are to be applied prospectively with both retrospective application and early adoption permitted. The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 3—Business Combination On June 24, 2021 (the date of the “Closing”), the Company consummated the Business Combination resulting in FTIV acquiring partnership interests in PWP OpCo, and PWP OpCo becoming jointly-owned by Perella Weinberg Partners, Professional Partners and existing partners as part of an Up-C structure. FTIV was renamed “Perella Weinberg Partners.” The Business Combination was treated as a reverse recapitalization transaction between entities under common control, whereby the carrying value of the net assets of FTIV were treated as an equity contribution with no incremental goodwill or intangible assets. In connection with the consummation of the Business Combination, the following occurred: • 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 $125.0 million in proceeds from certain private investors (the “PIPE Investment”) plus 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; • 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; and • PWP OpCo redeemed PWP OpCo Units held by certain electing ILPs in the amount of $80.5 million and PWP OpCo Units held by certain electing former working partners in the amount of $28.6 million. 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. The Business Combination resulted in an increase to the Company’s deferred tax assets, with a corresponding increase to the Amount due pursuant to tax receivable agreement, primarily related to a step-up in the tax basis of certain assets that will be recovered as those assets are amortized. The Company recognized warrant liabilities with a fair value of $22.9 million on the date of the Closing, and such warrants were subsequently exchanged for shares of the Company’s Class A common stock during the year ended December 31, 2022. Refer to Note 11—Stockholders’ Equity and Note 16—Related Party Transactions for additional information on the Business Combination and certain other related agreements. |
Revenue and Receivables from Co
Revenue and Receivables from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Receivables from Contracts with Customers | Note 4—Revenue and Receivables from Contracts with Customers The following table disaggregates the Company’s revenue between over time and point in time recognition: Year Ended December 31, 2023 2022 2021 Over time $ 609,598 $ 609,392 $ 749,067 Point in time 39,054 22,115 52,595 Total revenues $ 648,652 $ 631,507 $ 801,662 Reimbursable expenses billed to clients were $6.2 million, $3.2 million, and $5.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Performance Obligations and Contract Balances As of December 31, 2023, the aggregate amount of the transaction price, as defined in the Codification, allocated to performance obligations yet to be satisfied was $0.5 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. The Company recognized revenue of $273.2 million, $333.2 million, and $313.2 million, respectively, during the years ended December 31, 2023, 2022, and 2021, related to performance obligations that were satisfied or partially satisfied in prior periods. These amounts were recognized upon the resolution of revenue constraints and uncertainties in the respective periods and were generally related to transaction-related advisory services. As of December 31, 2023 and 2022, the Company recorded $0.9 million and $5.0 million, respectively, for contract liabilities which are presented within Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. The Company recognized previously deferred revenue of $4.6 million, $5.6 million and $10.6 million for the years ended December 31, 2023, 2022, and 2021, respectively, which was primarily related to transaction-related advisory services that are recognized over time. Accounts Receivable and Allowance for Credit Losses As of December 31, 2023 and 2022, $7.1 million and $5.1 million, respectively, of accrued revenue was included in Accounts receivable, net of allowance on the Consolidated Statements of Financial Condition. These amounts have been recognized as revenue in accordance with the Company’s revenue recognition policies but remain unbilled at the end of the period. As of December 31, 2023, certain accounts receivable in the aggregate amount of $17.3 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients. Of that amount, $9.4 million was subsequently received after year end. As of December 31, 2022, certain accounts receivable in the aggregate amount of $28.4 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients. Of that amount, all was subsequently received after year end. The allowance for credit losses activity for the years ended December 31, 2023, 2022, and 2021 was as follows: Year Ended December 31, 2023 2022 2021 Beginning Balance $ 1,143 $ 1,851 $ 1,045 Bad debt expense 2,313 2,158 646 Write-offs (1,383) (2,834) (551) Recoveries 82 — 710 Foreign currency translation and other adjustments 43 (32) 1 Ending Balance $ 2,198 $ 1,143 $ 1,851 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 5—Leases The Company leases office space and equipment under operating lease agreements. See summary below of significant new leases and lease modifications. During the year ended December 31, 2022, the Company entered into certain significant lease agreements and amendments related to its New York, Los Angeles, and London office leases, which resulted in a combined $128.6 million increase to Lease liabilities and a corresponding increase to Right-of-use lease assets. Other information as it relates to the Company’s operating leases is as follows: Year Ended December 31, 2023 2022 Weighted-average discount rate - operating leases 4.7 % 4.6 % Weighted-average remaining lease term - operating leases 14.3 years 14.9 years Year Ended December 31, 2023 2022 2021 Operating lease cost $ 20,558 $ 20,140 $ 19,006 Variable lease cost 3,788 2,550 4,716 Sublease income - operating leases (502) (682) (2,957) Total net lease cost $ 23,844 $ 22,008 $ 20,765 Net cash outflows (inflows) on operating leases (1) $ (4,536) $ 17,057 $ 19,858 __________________ (1) Presented net of lease incentives received, including landlord contributions to tenant improvements. As of December 31, 2023, the maturities of undiscounted operating lease liabilities of the Company are as follows: Years Ending: Operating Leases 2024 $ 2,862 2025 18,740 2026 19,818 2027 18,980 2028 17,358 Thereafter 173,559 Total lease payments (1) 251,317 Less: Imputed Interest (75,416) Total lease liabilities $ 175,901 __________________ (1) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6—Goodwill and Intangible Assets In connection with a business combination in 2016, the Company recorded goodwill in the amount of $34.4 million. Based on the Company’s quantitative assessment for impairment, no goodwill impairment was recorded during the years ended December 31, 2023, 2022, and 2021. The following table provides the detail of the Company’s intangible assets: December 31, 2023 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (33,575) $ 13,825 Trade names and trademarks 18,400 (13,033) 5,367 Total $ 65,800 $ (46,608) $ 19,192 December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (28,835) $ 18,565 Trade names and trademarks 18,400 (11,193) 7,207 Total $ 65,800 $ (40,028) $ 25,772 |
Regulatory Requirements
Regulatory Requirements | 12 Months Ended |
Dec. 31, 2023 | |
Broker-Dealer [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. None of the Securities and Exchange Commission (“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, 2023 and 2022, all regulated subsidiaries were in excess of their applicable minimum capital requirements. As a result of the minimum capital requirements and various regulations on these broker dealers, a portion of the capital of each subsidiary of the Company is restricted and may be unavailable to pay its creditors. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: December 31, 2023 2022 Leasehold improvements $ 79,719 $ 76,389 Furniture and fixtures 12,442 15,313 Equipment 22,522 21,382 Software 5,756 6,945 Total 120,439 120,029 Less: Accumulated depreciation and amortization (26,787) (71,639) Fixed assets, net $ 93,652 $ 48,390 Depreciation expense related to fixed assets was $7.8 million, $3.1 million, and $6.7 million for the years ended December 31, 2023, 2022, and 2021, respectively. Amortization expense related to software costs was $0.3 million, $1.0 million, and $1.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. Leasehold improvement assets capitalized during the year ended December 31, 2023 were largely related to the renovation of the New York office space and relocation of the London office space. These capitalized costs were partially offset by the disposal of certain assets, substantially all of which were fully depreciated, related to the previous New York and London office space. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9—Income Taxes The Company’s operations are generally composed 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 Company’s income (loss) before income taxes is associated with activities in domestic and international jurisdictions, as follows: Year Ended December 31, 2023 2022 2021 Domestic $ (104,348) $ (36,935) $ 256 International (8,472) 15,515 22,694 Income (loss) before income taxes $ (112,820) $ (21,420) $ 22,950 The components of Income tax expense (benefit) consist of the following: Year Ended December 31, 2023 2022 2021 Current Federal income tax $ 433 $ 6,090 $ 6,500 State and local income tax 2,955 3,428 4,437 Foreign income tax (2,298) 3,552 11,641 Total current income tax expense (benefit) 1,090 13,070 22,578 Deferred Federal income tax 1,819 (2,554) (1,462) State and local income tax (2,157) (232) (512) Foreign income tax (1,732) 43 (1,677) Total deferred income tax expense (benefit) (2,070) (2,743) (3,651) Income tax expense (benefit) $ (980) $ 10,327 $ 18,927 The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate: Year Ended December 31, 2023 2022 2021 Expected income tax expense at the federal statutory rate 21.0 % 21.0 % 21.0 % Partnership income not subject to U.S. corporate income taxes (10.6) % (10.7) % (21.4) % Foreign income taxes, net of federal benefit 0.7 % (7.9) % 10.7 % State and local income taxes, net of federal benefit (0.8) % (12.5) % 15.7 % Non-deductible compensation expense (10.6) % (53.5) % 26.0 % Unrecognized tax benefits, net of federal benefit 1.8 % 5.3 % 26.7 % Change in fair value of warrant liabilities — % 7.5 % 2.1 % Other, net (0.6) % 2.6 % 1.7 % Effective income tax rate 0.9 % (48.2) % 82.5 % The Company’s effective income tax rate is dependent on many factors, including the amount of income subject to tax. Consequently, the effective income tax rate can vary from period to period. The Company was not subject to U.S. federal or state corporate income taxes prior to the Business Combination. 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 on 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, 2023 2022 Deferred tax asset Step-up in tax basis in PWP OpCo assets $ 32,649 $ 24,387 Operating lease liabilities 31,645 27,977 RSU amortization 18,825 9,510 Deferred compensation 1,145 1,758 Other 2,955 2,666 Deferred tax assets before valuation allowance 87,219 66,298 Valuation allowance (1,510) (743) Total deferred tax assets 85,709 65,555 Deferred tax liability Operating right-of-use lease assets (27,227) (26,956) Intangible assets (2,037) (2,600) Fixed assets (7,818) (1,522) Anticipatory foreign tax credit $ (2,170) (1,268) Other (705) (115) Total deferred tax liabilities (39,957) (32,461) Deferred tax asset, net (1) $ 45,752 $ 33,094 __________________ (1) Pursuant to the netting requirements of ASC 740, $0.7 million of deferred tax liabilities are presented within Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition as of December 31, 2023. 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. As of December 31, 2023, the Company recorded a full valuation allowance of $1.5 million related to tax credits and capital losses that the Company does not expect to realize. As of December 31, 2022, a $0.7 million full valuation allowance was recognized related to tax credits. No deferred tax asset has been recorded for the excess tax over book outside basis difference related to the Company’s investment in PWP OpCo as the deferred tax asset 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, 2023 will be recovered in the future based on all available positive and negative evidence. For the years ended December 31, 2023 and 2022, the Company recorded an increase to the deferred tax asset of $9.9 million and $9.5 million, respectively, related to the step-up in tax basis of PWP OpCo assets in connection with the exchanges of PWP OpCo units for shares of Class A common stock during each year. In connection with the step-up in tax basis generated from the exchanges, the Company increased the Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition by $8.4 million and $8.9 million for the years ended December 31, 2023 and 2022, respectively. The remaining tax benefit is allocable to the Company and is recorded within additional paid-in-capital. The Company does not have excess book over tax 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. A reconciliation of the changes in tax positions for the years ended December 31, 2023, 2022, and 2021 is as follows: Year Ended December 31, 2023 2022 2021 Beginning unrecognized tax benefit $ 5,628 $ 6,138 $ — Additions for tax positions of prior years 366 — 1,574 Reductions for tax positions of prior years (2,944) (184) — Additions for tax positions of current year 506 — 4,564 Foreign currency translation 148 (326) — Ending unrecognized tax benefit $ 3,704 $ 5,628 $ 6,138 The Company classifies interest relating to tax matters and tax penalties as components of Income tax expense (benefit) on its Consolidated Statements of Operations. As of December 31, 2023 and 2022, there were $2.8 million and $4.7 million, respectively, of unrecognized tax benefits that, if recognized, would affect the effective tax rate. For the years ended December 31, 2023 and 2022, $0.4 million and $0.2 million, respectively, of interest or penalties were recognized with respect to unrecognized tax benefits. No interest or penalties were recognized for the year ended December 31, 2021. The Company is subject to taxation in the United States and various state, local and foreign jurisdictions. As of December 31, 2023, the Company is not generally subject to examination by the tax authorities in these jurisdictions for years before 2018. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 10—Debt As of December 31, 2023 and 2022, the Company had no outstanding debt. The Company has a revolving credit facility (the “Revolving Credit Facility”) through a credit agreement with Cadence Bank, N.A. (“Cadence Bank”), dated November 30, 2016 (as amended, the “Credit Agreement”), with an available line of credit of $50.0 million, up to $20.0 million of available incremental revolving commitments, and a maturity date of July 1, 2025. The Company incurred $1.8 million in issuance costs related to the Credit Agreement, which are being amortized as interest expense using the effective interest method over the life of the Revolving Credit Facility. Unamortized debt issuance costs of $0.2 million and $0.4 million, as of December 31, 2023 and December 31, 2022, respectively, are reported within Prepaid expenses and other assets on the Consolidated Statements of Financial Position. On June 30, 2023, the Credit Agreement was amended to provide for Term SOFR as the replacement benchmark rate for LIBOR, such that future SOFR-based loans will accrue interest at Term SOFR plus (i) a 0.10%-0.25% per annum spread based on interest payment frequency (with an adjusted Term SOFR floor of 0.25%) and (ii) a fixed rate of 2.00% per annum. The Company is also charged a quarterly commitment fee of 0.25% on any unused portion of the line of credit, which is included within Interest expense on the Consolidated Statements of Operations. Upon consummation of the Business Combination, the Company repaid all of the then-outstanding borrowings under the Credit Agreement, which included $27.7 million of principal plus accrued and unpaid interest. For the period prior to the Business Combination from January 1, 2021 through June 24, 2021, the weighted average interest rate for the Revolving Credit Facility was 2.62% and the effective interest rate of the Revolving Credit Facility taking into account issuance costs was 3.73%. Upon consummation of the Business Combination, the Company redeemed its 7.0% subordinated unsecured convertible notes (the “Convertible Notes”) for $161.6 million, which included the total outstanding $150.0 million aggregate principal, an applicable premium for certain redeeming noteholders, and accrued and unpaid interest. The Company recognized a $39.4 million loss on extinguishment of the Convertible Notes due to the premium paid and write-off of unamortized debt discount and issuance costs. For the period prior to the Business Combination from January 1, 2021 through June 24, 2021, the effective interest rate of the Convertible Notes was 11.95% and the aggregate interest expense related to the Convertible Notes was $6.9 million. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11—Stockholders’ Equity Common Stock and Preferred 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. The Company has two classes of Class B common stock: Class B-1 common stock and Class B-2 common stock. Each share of Class B-1 common stock, held by VoteCo Professionals subsequent to the Division, is entitled to ten votes per share for so long as Professional Partners or its Limited Partners as of the date of Closing or its or their respective successors or assigns maintain, directly or indirectly, ownership of PWP OpCo Units that represent at least ten percent (10%) of the Company’s issued and outstanding Class A common stock (calculated, without duplication, on the basis that all issued and outstanding PWP OpCo Units not held by the Company or its subsidiaries had been exchanged for Class A common stock) (the “Class B Condition”). After the Class B Condition ceases to be satisfied, each share of Class B-1 common stock is entitled to one vote. Each share of Class B-2 common stock, held by the ILPs, is entitled to one vote per share. The Company currently does not have any preferred stock issued and outstanding, but the Board of Directors maintains the right to establish preferred stock in the future. Dividends and Distributions Holders of Class A and Class B common stock are entitled to receive ratably, in proportion to the number of shares held, dividends and other distributions when declared, with holders of Class B common stock entitled to receive an amount equal to such dividends or other distributions as would be made on 0.001 shares of Class A common stock. During the years ended December 31, 2023 and 2022, the Company’s Board of Directors declared cash dividends of $0.28 per share of Class A common stock totaling $19.3 million and $17.9 million, respectively, including dividends paid, accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards (as defined in Note 12—Equity-Based Compensation). Dividends on Class B common stock (equal to the amount of dividends declared on 0.001 shares of Class A common stock) are included in the aforementioned total dividends declared. In accordance with the Amended and Restated Agreement of Limited Partnership of PWP OpCo (as amended, restated, modified or supplemented from time to time, the “PWP OpCo LPA”), the Company uses best efforts to make sufficient quarterly cash distributions to the holders of the PWP OpCo Units (the “PWP OpCo Unitholders”) to fund their tax obligations in respect of the income of PWP OpCo that is allocated to them. Share Repurchase Program On February 16, 2022, the Company’s Board of Directors initially approved a stock repurchase program and the authorized amount under such program was increased on February 8, 2023 such that the Company is authorized to repurchase up to $200.0 million of the Company’s Class A common stock. The 11,920,699 shares purchased since inception of the share repurchase program through December 31, 2023 were purchased at an average price per share of $7.65. Non-Controlling Interests Non-controlling interests represents the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners. As of December 31, 2023 and 2022, Professional Partners and the ILPs collectively own 41,589,339 and 44,563,877 PWP OpCo Units, respectively, which represent a 48.2% and 51.6% non-controlling ownership interest in PWP OpCo, respectively. These PWP OpCo Units are exchangeable into PWP Class A common stock on a one-for-one basis. See further discussion of exchange rights and exchange activity below. Sponsor Share Surrender and Share Restriction Agreement Pursuant to a Sponsor Share Surrender and Share Restriction Agreement executed concurrently with the Business Combination Agreement among FinTech Masala Advisors, LLC and FinTech Investor Holdings IV, LLC (together, the “Sponsor”), the Company, and certain other parties (as amended, the “Surrender Agreement”), certain founder shares held by the Sponsor and its members are subject to transfer restrictions that lapse in tranches based on share price targets or the 10 year anniversary of the Closing, whichever occurs first. Further, if, prior to the fourth anniversary of the Closing, the Company’s Class A common stock reaches a closing share price of greater than $12.00 per share or $15.00 per share for a specified number of trading days, the Surrender Agreement gives the Company the right to purchase from the Sponsor up to an aggregate of 1,000,000 shares per price target for a purchase price of $12.00 per share or $15.00 per share, respectively. 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, 2023, 1,000,000 founder shares retained by the Sponsor and 1,738,680 of founder shares distributed to its members remain subject to the aforementioned transfer restrictions. Stockholder Agreement A Stockholders Agreement between PWP and Professional Partners (the “Stockholders Agreement”) allows Professional Partners (including its successors (by merger, division or otherwise) and assigns) to 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 was allocated to VoteCo Professionals in connection with the Division, and will terminate once Professional Partners or its limited partners no longer hold PWP OpCo Units that (assuming such units were fully exchanged for Class A common stock) represent at least five percent of the Company’s outstanding Class A common stock. Exchange Rights PWP OpCo Unitholders (other than the Company) may exchange their 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 (at the Company’s option). Concurrently with an exchange, such PWP OpCo Unitholder is required to surrender shares of Class B common for additional shares of Class A common stock or cash (at the Company’s option) at a conversion rate of 0.001. Working partners are restricted in their ability to exchange PWP OpCo Units for a period between three Warrants Exchange Offer On August 23, 2022, the Company concluded an offer to holders of its then-outstanding warrants which provided the opportunity to receive shares of the Company’s Class A common stock in exchange for warrants tendered. This offer coincided with a solicitation of consents from holders of the public warrants to amend the warrant agreement (together, the “Warrant Exchange Offer”). As a result of the Warrant Exchange Offer, all public and private warrants were exchanged, collectively, for 1,565,948 shares of the Company’s Class A common stock, with a minimal cash settlement in lieu of partial shares. No public or private warrants remained outstanding after the Warrant Exchange Offer. The Company incurred $1.3 million of costs directly related to the Warrant Exchange Offer, which were recorded in Professional fees on the Consolidated Statements of Operations. Prior to the Warrant Exchange Offer, the warrants were recognized as liabilities with changes in fair value presented within Change in fair value of warrant liabilities on the Consolidated Statements of Operations. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note 12—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 various forms of incentive compensation awards, including restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”), measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”). The PWP Incentive Plan established a reserve for a one-time grant of awards in connection with the Business Combination as well as a reserve for general purpose grants (the “General Share Reserve”). Grantees have rights to dividends declared during the vesting period and receive such dividends only upon vesting in the form of cash or dividend equivalent units. The Company uses newly issued shares of Class A common stock to satisfy vested awards, with the exception of shares issued out of treasury stock for vested awards (and related dividend equivalent units) held by French employees. Pursuant to the PWP Incentive Plan, the number of shares of Class A common stock reserved for issuance from the General Share Reserve increases each year. As of December 31, 2023, 5,234,422 total shares remained reserved and available for future issuance. Business Combination Awards During the third quarter of 2021, in connection with the Business Combination, the Company granted awards in the form of (a) RSUs that vest upon the achievement of service conditions (“Transaction RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions, including certain long-term incentive awards granted to management (“Transaction PSUs”). The following table summarizes the activity related to the Transaction RSUs and Transaction PSUs during the year ended December 31, 2023: Transaction RSUs Transaction PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 2,589,976 $ 13.97 12,076,297 $ 10.36 Granted (1) 15,438 $ 13.97 29,322 $ 12.74 Vested (1,048,875) $ 13.97 (19,536) $ 13.53 Modified 1,650,000 $ 9.55 (1,650,000) $ 9.55 Forfeited (198,011) $ 13.97 (35,928) $ 12.74 Balance at December 31, 2023 3,008,528 $ 11.55 10,400,155 $ 10.48 __________________ (1) After the Business Combination, grants of Transaction RSUs and Transaction PSUs include only dividend equivalent units that have been awarded in the form of additional units that were granted from the General Share Reserve. The Transaction RSUs generally vest in equal annual installments over the requisite service period of three years. The weighted-average grant date fair value of the Transaction RSUs granted during the year ended December 31, 2021 was $13.97 per award, which was based on the PWP stock price on the date of grant. The total fair value of Transaction RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $10.9 million, $16.2 million, and $20.1 million, respectively. As of December 31, 2023, total unrecognized compensation expense related to unvested Transaction RSUs was $23.2 million, which is expected to be recognized over a weighted average period of 1.4 years. The service condition requirement with respect to the Transaction PSUs is generally satisfied over three Risk-free interest rate 0.8% - 0.9% Dividend yield 2.0% Volatility factor (1) 32.4% - 32.9% ________________ (1) Based on historical peer company volatility. The total fair value of Transaction PSUs that vested during the years ended December 31, 2023, 2022, and 2021 was nominal. During the year ended December 31, 2023, the Company modified certain Transaction PSUs held by one employee to remove the market conditions, which resulted in a modification of the awards under ASC Topic 718, Compensation—Stock Compensation. Incremental compensation cost of $10.2 million related to the modification will be recognized over the remaining requisite service period. As of December 31, 2023, total unrecognized compensation expense related to unvested Transaction PSUs was $40.7 million, which is expected to be recognized over a weighted average period of 2.0 years. General Awards The Company grants units from the General Share Reserve from time to time in the ordinary course of business in the form of (a) RSUs that vest upon the achievement of service conditions (“General RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions (“General PSUs”). The following table summarizes the activity related to the General RSUs and General PSUs during the year ended December 31, 2023: General RSUs General PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 7,144,227 $ 10.10 — $ — Granted (1) 8,262,760 $ 10.23 1,000,000 $ 6.02 Vested (2,850,542) $ 10.16 — $ — Forfeited (309,503) $ 10.34 — $ — Balance at December 31, 2023 12,246,942 $ 10.17 1,000,000 $ 6.02 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional General RSUs that were granted from the General Share Reserve. General RSUs vest over a requisite service period, which is generally one During the year ended December 31, 2023, the Company made a grant of General PSUs with a service condition requirement satisfied over three Risk-free interest rate 4.07 % Dividend yield 2.72 % Volatility factor (1) 34.93 % ________________ (1) Based on historical peer company volatility. Legacy Awards and Professional Partners Awards Prior to the Business Combination, Professional Partners granted certain equity-based awards to partners providing services to PWP OpCo (the “Legacy Awards”). In connection with the Business Combination and a related internal reorganization of Professional Partners, existing Legacy Awards were canceled and replaced by converting each limited partner’s capital interests in Professional Partners attributable to PWP OpCo into fully vested capital units and/or unvested capital units subject to 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 $301.5 million incremental fair value of the Professional Partners Awards is amortized over the requisite service period and was based on the closing price of PWP Class A common stock on the date of grant. The unrecognized cost associated with the Legacy Awards was amortized over its original vesting schedule and such awards were fully amortized as of September 30, 2023. On August 31, 2021, certain Professional Partner Awards held by French partners were canceled and replaced with an equal number of Transaction PSUs, which was treated as a modification resulting in no incremental compensation cost. The canceled Professional Partner Awards were reallocated to certain other working partners as new grants with a fair value of $11.5 million. The grant date fair value of these awards is amortized over the requisite service period and was based on the closing price of PWP Class A common stock on the date of grant. As of December 31, 2023, total unrecognized compensation expense related to unvested Professional Partners Awards was $130.5 million, which is expected to be recognized over a weighted average period of 2.4 years. Expense Recognition The following table presents the expense related to equity-based awards that were recorded in Professional fees and components of Equity-based compensation included on the Consolidated Statements of Operations: Year Ended December 31, 2023 2022 2021 Professional fees PWP Incentive Plan Awards $ 2,089 $ 2,262 $ 703 Equity-based compensation PWP Incentive Plan Awards $ 104,159 $ 79,542 $ 44,891 Legacy Awards (1) 9,674 13,241 19,105 Professional Partners Awards (1) 68,542 61,375 32,334 Total Equity-based compensation $ 182,375 $ 154,158 $ 96,330 Income tax benefit of equity-based awards $ 14,485 $ 10,332 $ 4,901 _________________ (1) |
Other Compensation and Benefits
Other Compensation and Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Other Compensation and Benefits | Note 13—Other 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. Deferred Compensation Programs From time to time, the Company has offered various deferred compensation plans to certain employees. As of December 31, 2023, no deferred compensation liabilities remained outstanding, and as of December 31, 2022, the Company had outstanding deferred compensation of $2.9 million presented within Accrued compensation and benefits on the Consolidated Statements of Financial Condition. During the years ended December 31, 2023 and 2022, $2.9 million and $8.5 million was settled, of which $1.5 million and $2.6 million was settled through a reduction of certain partners’ outstanding promissory notes and interest receivable. Refer to Note 16—Related Party Transactions for more information. During the year ended December 31, 2021, the Company cash settled $7.1 million of deferred compensation liabilities. There were no forfeitures during the years ended December 31, 2023, 2022, and 2021. Compensation expense related to deferred compensation plans was nominal for the years ended December 31, 2023 and 2022, and $1.1 million for the year ended December 31, 2021. Amounts are presented within Compensation and benefits on 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, (ii) a U.K. pension scheme for U.K. employees and (iii) a German pension plan for employees in Germany. For the years ended December 31, 2023, 2022, and 2021, expenses related to the Company’s employee benefit plans were $6.7 million, $5.8 million, and $5.0 million, respectively, and are included in Compensation and benefits on the Consolidated Statements of Operations. Business Realignment During the second quarter of 2023, the Company began a review of the business, which resulted in headcount reductions in order to improve compensation alignment and to provide greater flexibility to advance strategic opportunities (the “Business Realignment”). In conjunction with the Business Realignment and for the year ended December 31, 2023, the Company incurred expenses related to separation and transition benefits of $22.2 million, and the acceleration of equity-based compensation amortization (net of forfeitures) of $15.1 million. Such amounts are presented in Compensation and benefits and Equity-based compensation on the Consolidated Statements of Operations, respectively. The Company made payments of $9.1 million during the year ended December 31, 2023, and as of December 31, 2023, Accrued compensation and benefits on the Consolidated Statements of Financial Condition included $12.5 million related to the Business Realignment. Approximately $3.2 million of additional expense is expected to be incurred during the first quarter of 2024. This estimate is based on certain assumptions, and actual results may differ materially if unanticipated costs are incurred related to the Business Realignment. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Class A Common Shareholders | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Class A Common Shareholders | Note 14—Net Income (Loss) Per Share Attributable to Class A Common Shareholders The 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: Year Ended December 31, For the period from June 24, 2021 through December 31, 2023 2022 2021 Numerator: Net income (loss) attributable to Perella Weinberg Partners – basic $ (17,223) $ 17,878 $ (9,421) Dilutive effect from assumed exchange of PWP OpCo Units, net of tax (97,775) (59,197) (51,904) Net income (loss) attributable to Perella Weinberg Partners – diluted $ (114,998) $ (41,319) $ (61,325) Denominator: Weighted average shares of Class A common stock outstanding – basic 43,273,939 43,837,640 42,595,712 Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 43,505,113 45,917,992 50,154,199 Weighted average shares of Class A common stock outstanding – diluted 86,779,052 89,755,632 92,749,911 Net income (loss) per share attributable to Class A common shareholders Basic $ (0.40) $ 0.41 $ (0.22) Diluted $ (1.33) $ (0.46) $ (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 unvested PWP Incentive Plan Awards and outstanding warrants (prior to the Warrant Exchange Offer) and the if-converted method to determine the potential dilutive effect of exchanges of PWP OpCo Units into Class A common stock. The Company adjusts net income (loss) attributable to Class A common shareholders under both the treasury stock method and if-converted method for the reallocation of net income (loss) between Class A common shareholders and non-controlling interests that result upon the assumed issuance of dilutive shares of Class A common stock as if the issuance occurred as of the beginning of the applicable period. To the extent the warrants were dilutive prior to the Warrant Exchange Offer, the Company adjusted 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 presented 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: Year Ended December 31, For the period from June 24, 2021 through December 31, 2023 2022 2021 Warrants (1) n/a — 1,029,210 PWP Incentive Plan Awards 2,186,189 369,413 275,453 Total 2,186,189 369,413 1,304,663 __________________ (1) Prior to the Warrant Exchange Offer on August 23, 2022, the warrants were out-of-the-money which resulted in no potentially dilutive shares under the treasury stock method. For the year ended December 31, 2023, the warrants were not outstanding, and thus they are not applicable. Refer to Note 11—Stockholders’ Equity for further information regarding the Warrant Exchange Offer. |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements and Investments | Note 15—Fair Value Measurements and Investments Fair value is generally based on quoted prices; however, if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs: Level 1—Unadjusted quoted prices are available in active markets for identical financial instruments as of the reporting date. Level 2—Pricing inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which level within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument. As of December 31, 2023 and 2022, the fair values of cash, restricted cash, accounts receivable, due from related parties, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these items. Fair Value of Financial Instruments The following table summarizes the categorization and fair value estimate of the Company’s financial instruments that are measured on a recurring basis pursuant to the above fair value hierarchy levels as of December 31, 2023 and 2022: December 31, 2023 Level 1 Level 2 Level 3 Total Financial asset U.S. Treasury securities (1) $ 91,174 $ — $ — $ 91,174 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets U.S. Treasury securities (2) $ — $ 140,110 $ — $ 140,110 Cash surrender value of company-owned life insurance — 488 — 488 Total financial assets $ — $ 140,598 $ — $ 140,598 __________________ (1) Consists of U.S. Treasury bills and notes that mature on various dates in January 2024 (2) Consists of U.S. Treasury notes that matured on January 31, 2023. The Company had no transfers between fair value levels during each of the years ended December 31, 2023 and 2022. The Company’s investment in U.S. Treasury securities is presented within Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition, and the aggregate cost basis of the investment was $89.3 million and $139.2 million as of December 31, 2023 and December 31, 2022, respectively. The Company had net realized and unrealized gains (losses) on these investments of $2.7 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively. The cash surrender value of company-owned life insurance was 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, 2022, which approximated fair value. The final cash distribution from the policy was received during the year ended December 31, 2023. On December 13, 2022, the Company wrote off its equity method investment in PFAC Holdings I LLC (“PFAC Holdings”), an indirect parent of PWP Forward Acquisition Corp. I (“PFAC”), a special purpose acquisition company. During the year ended December 31, 2022, the Company recorded a $1.3 million net loss from its share of PFAC earnings net of the investment write off, and during the year ended December 31, 2021, the Company recorded a $0.4 million net gain from its share of PFAC earnings. Such amounts are reported in Other income (expense) on the Consolidated Statements of Operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16—Related Party Transactions PWP Capital Holdings LP On February 28, 2019, a reorganization of the existing investment banking advisory and asset management businesses of PWP Holdings LP was effected which resulted in the spin-off of its asset management business (the “Separation”). PWP Holdings LP was divided into (i) PWP OpCo, which holds the former advisory business and (ii) PWP Capital Holdings LP (“Capital Holdings”), which holds the former asset management business. In connection with the Separation, the Company entered into a transition services agreement (the “TSA”) with Capital Holdings under which the Company agreed to provide certain administrative services to Capital Holdings. The TSA was terminated as of January 1, 2024. The Company also subleased certain portions of its office space to Capital Holdings through October 2023. Amounts due from Capital Holdings are reflected as Due from related parties on the Consolidated Statements of Financial Condition. Separately, Capital Holdings entered into an arrangement with certain employees of the Company, including members of management, related to services provided directly to Capital Holdings. With respect to services provided to Capital Holdings, the amounts paid and payable to such employees now and in the future are recognized by Capital Holdings. All compensation related to services these employees provide to the Company are included in Compensation and benefits on the Consolidated Statements of Operations. The following table shows the components of income from Capital Holdings reported within Related party income on the Consolidated Statements of Operations for the periods presented. Year Ended December 31, 2023 2022 2021 TSA income – Compensation related $ 363 $ 888 $ 3,165 TSA income – Non-compensation related 67 1,120 659 Sublease income 502 682 2,957 Total income from PWP Capital Holdings LP $ 932 $ 2,690 $ 6,781 Tax Receivable Agreement In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs that provides for payment of 85% of the amount of cash savings, if any, in U.S. federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement. As of December 31, 2023, the Company had an amount due of $30.9 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date and is reported within Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition. The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made: Years Ending: Estimated Payments Under Tax Receivable Agreement 2024 $ 1,105 2025 1,426 2026 1,697 2027 1,739 2028 1,774 Thereafter 23,187 Total payments $ 30,928 Partner Promissory Notes and Other Partner Loans 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 and are primarily secured by the partner’s equity interests in PWP OpCo or one of its affiliates. As the Partner Promissory Notes and associated interest receivable relate to equity transactions, they have been recognized as a reduction of equity on the Consolidated Statements of Financial Condition in the amounts of $2.1 million and $3.5 million as of December 31, 2023 and 2022, respectively. In November 2021, PWP OpCo agreed to provide loans to certain partners. As of December 31, 2023 and 2022, $3.5 million and $3.4 million, respectively of outstanding loans to certain partners and related interest receivable are recognized in Due from related parties on the Consolidated Statements of Financial Condition. Other Related Party Transactions In February 2022, the Company paid $0.5 million to an entity controlled by a member of the Board of Directors to reimburse a portion of expenses incurred by that entity in connection with the joint pursuit of a potential investment opportunity. During the year ended December 31, 2021, the Company earned an advisory fee of $0.6 million from PFAC, a subsidiary of an equity method investee. On December 13, 2022, PFAC was dissolved and the Company wrote off its equity method investment. 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’s U.K. subsidiary, Perella Weinberg UK Limited, as well as Professional Partners (and its successors, by division, merger or otherwise) and certain partners (including one partner who serves as a Company director and president) are party to a reimbursement agreement, pursuant to which such partners directed Professional Partners (and its successors, by division, merger or otherwise) to pay distributions related to certain of their Professional Partners Awards first to a subsidiary of the Company, so that the subsidiary can make employment income tax payments on such distributions to the appropriate non-U.S. authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17—Commitments and Contingencies Loan Guarantees As of December 31, 2023, the Company had no outstanding loan guarantees. Prior to December 31, 2023, the Company unconditionally guaranteed certain of its partners’ loans with First Republic Bank (“Lender”) whereby it promised to pay the Lender upon the occurrence of a default event. The total guarantees related to partners was $1.6 million as of December 31, 2022, and no loans were in default. Indemnifications The Company enters into certain contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown. As of December 31, 2023 and 2022, the Company expects no claims or losses pursuant to these contracts; therefore, no liability has been recorded related to these indemnification provisions. Legal Contingencies From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Some of these matters may involve claims of substantial amounts. Although there can be no assurance of the outcome of such legal actions, in the opinion of management and, after consultation with external counsel, the Company believes it is neither probable nor reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the consolidated financial statements of the Company as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022, and 2021. On October 20, 2015, Professionals GP, 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 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’ contractual and fiduciary breaches 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’ -claims with prejudice. On August 18, 2016, the Defendants filed an Amended Answer, Counterclaims, Cross-claims and Third-Party Complaint, with seven 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 other than allowing 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. 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. Defendants are seeking declaratory relief and damages of no less than $60.0 million, as well as statutory interest. In addition, on January 19, 2022, Defendants filed a motion for leave to renew their New York Labor Law counterclaim that the Court dismissed in 2016. On June 30, 2023, the Court issued a decision denying Defendants’ motion for leave. On January 29, 2024, Defendants filed an opening brief in the First Department appealing the June 30, 2023 decision denying their motion for leave. After the completion of discovery, both the PWP Plaintiffs and the Defendants subsequently moved for summary judgment. On March 20, 2020 the parties completed briefing of their respective motions (the “Summary Judgment Decision”). The Court granted the PWP Plaintiffs motion with respect to the restrictive covenants in the PWP Plantiffs’ agreements, finding that they are valid and enforceable, and otherwise denied the motion. The Court denied Defendants’ motion in its entirety. On July 25, 2023, Defendants filed a notice of appeal of the Summary Judgment Decision. The Court has set trial for April 29, 2024 through May 21, 2024. A final pre-trial conference has been set for April 24, 2024. We believe that our 14 causes of action are meritorious. Further, we believe that we have substantial meritorious defenses to 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, 2023, 2022, and 2021, the Company incurred $2.1 million, $0.6 million, and $1.1 million, respectively, in legal and professional fees, net of expected insurance reimbursement, related to this litigation. These litigation costs are included in Professional fees on the Consolidated Statements of Operations. |
Business Information
Business Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Information | Note 18—Business Information The Company’s activities of providing advisory services for M&A, private placements and financial advisory, as well as services for underwriting of securities offered for sale in public markets, commissions for the brokerage of publicly traded securities and equity research constitute a single business segment. The Company is organized as one operating segment in order to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of its senior professionals across the Company. The Company has a single operating segment and therefore a single reportable segment. There was no individual client that accounted for more than 10% of aggregate revenues for the years ended December 31, 2023, 2022, and 2021. 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, 2023 2022 2021 Revenues United States $ 530,284 $ 477,990 $ 659,947 International 118,368 153,517 141,715 Total $ 648,652 $ 631,507 $ 801,662 December 31, 2023 2022 Assets United States $ 569,332 $ 531,590 International 191,776 185,503 Total $ 761,108 $ 717,093 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19—Subsequent Events The Company has evaluated subsequent events through the issuance date of these consolidated financial statements. On January 1, 2024, the total shares reserved and available for future issuance under the PWP Incentive Plan increased to 12.9 million in accordance with the terms of such plan, and on February 15, 2024, the Company granted 5,677,760 RSUs to certain employees and executive officers pursuant to such plan. On February 7, 2024, the Company’s Board of Directors declared a cash dividend of $0.07 per outstanding share of Class A common stock. This dividend will be paid on March 11, 2024 to Class A common stockholders of record on February 28, 2024. Holders of Class B common stock will also receive dividends equal to the amount of dividends made on 0.001 shares of Class A common stock. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ (9,421) | $ (17,223) | $ 17,878 | $ (9,421) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and all intercompany balances and transactions have been eliminated. 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. |
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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any highly liquid investments with original maturities of three months or less from the date of purchase. Cash account balances often exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. As of December 31, 2023 and 2022, the Company had no cash equivalents and had restricted cash of $2.9 million and $2.6 million, respectively, maintained as collateral for letters of credit related to certain office leases. The sum of Cash and cash equivalents and Restricted cash on the Consolidated Statements of Financial Condition corresponds to the total cash, cash equivalents, and restricted cash presented on the Consolidated Statements of Cash Flows. |
Investments in Short-Term Marketable Debt Securities | Investments in Short-Term Marketable Debt Securities The Company invests in short-term marketable debt securities to manage excess liquidity. As of December 31, 2023, these investments consisted solely of U.S. Treasury securities held by a consolidated broker-dealer subsidiary and were carried at fair value with changes in fair value included in Other income (expense) on the Consolidated Statements of Operations, as is required for broker-dealers. In general, these investments are recorded on the Consolidated Statements of Financial Condition within Cash and cash equivalents for investments with an original maturity from the date of purchase of three months or less, and within Investments in short-term marketable debt securities for those with original maturities longer than three months but less than one year. |
Accounts Receivable | Accounts Receivable, Net of Allowance |
Allowance For 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 reviewing specific client receivables as well as estimating the probability of loss on total client receivables based on the Company’s historical credit loss experience and taking into consideration current market conditions and supportable forecasts that affect the collectability of the reported amount. The Company updates its expected 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. Changes to expected credit losses during the period are included in General, administrative and other expenses on 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 | Consolidation |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments are generally recorded at fair value or at amounts that approximate fair value. The carrying values of cash, restricted cash, accounts receivable, amounts due from related parties, accounts payable and certain accrued liabilities approximate their fair values due to the short-term nature of these items. |
Fixed Assets | Fixed Assets |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets |
Repurchases of Common Stock | Repurchases of Common Stock Shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The Company may structure such repurchases as either a purchase of treasury stock or a retirement of shares. The Company records its purchases of treasury stock at cost as a separate component of equity. The Company may re-issue treasury stock using the first-in-first-out method. |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs that provides for payment of 85% of the amount of cash savings, if any, in U.S. federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement. 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 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. 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 tests intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. |
Leases | Leases The Company leases office space and certain office equipment, which are classified as 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. Certain non-U.S. lease payments are variable as they are subject to change based on the prevailing applicable index. The Company does not recognize right-of-use assets and lease liabilities for short-term leases with a lease term of 12 months or less. The Company elected the practical expedient not to separate lease components and non-lease components in calculating the net present value of its lease payments; thus, the measurement of the right-of-use asset and corresponding lease obligation uses one single combined component. Lease expense is recognized on a straight-line basis over the lease term. The Company subleased certain portions its office space through October 2023 and such income was recognized on a straight-line basis over the term of the lease. 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 and is calculated based on multiple factors, including current market conditions, the Company’s credit rating, the terms of the Company’s recent debt issuances and/or current revolving credit facilities, and the expected lease term. The Company estimates the expected lease terms by assuming the exercise of renewal options and extensions where a significant penalty could be incurred and 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. |
Leases | Leases The Company leases office space and certain office equipment, which are classified as 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. Certain non-U.S. lease payments are variable as they are subject to change based on the prevailing applicable index. The Company does not recognize right-of-use assets and lease liabilities for short-term leases with a lease term of 12 months or less. The Company elected the practical expedient not to separate lease components and non-lease components in calculating the net present value of its lease payments; thus, the measurement of the right-of-use asset and corresponding lease obligation uses one single combined component. Lease expense is recognized on a straight-line basis over the lease term. The Company subleased certain portions its office space through October 2023 and such income was recognized on a straight-line basis over the term of the lease. 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 and is calculated based on multiple factors, including current market conditions, the Company’s credit rating, the terms of the Company’s recent debt issuances and/or current revolving credit facilities, and the expected lease term. The Company estimates the expected lease terms by assuming the exercise of renewal options and extensions where a significant penalty could be incurred and 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. Certain non-U.S. subsidiaries are subject to income taxes in their respective local jurisdictions. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the financial reporting bases 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 tax expense (benefit) 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 taxable temporary differences and tax planning strategies. The Company analyzes its tax positions for all U.S. federal, state and local and foreign tax jurisdictions where it is required to file income tax returns. The Company records unrecognized tax benefits based on whether it is more-likely-than-not that the uncertain tax position will be sustained based on the technical merits of the position. If it is determined that an uncertain tax position is more-likely-than-not to be sustained, the Company records the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authorities. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in Income tax expense (benefit) on the Consolidated Statements of Operations. |
Foreign Currencies | Foreign Currencies In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency. The Company recognized net foreign exchange gains (losses) arising from such transactions of $(3.3) million, $6.8 million and $(0.2) million during the years ended December 31, 2023, 2022, and 2021, respectively, which are included in Other income (expense) on 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 profit and loss activity is generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive loss on the Consolidated Statements of Changes in Equity. |
Revenue Recognition | Revenue 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 provides transaction-related advisory services to its clients to assist with corporate finance activities that include, but are not limited to, 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 since the Company provides most of 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 the ongoing financial and strategic advice throughout the engagement. 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, these fees are often 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. Such determination of probability may require significant judgment. In some cases, a portion of the variable fees received may be deferred based on an estimate of the services remaining to be completed, if any (e.g., when announcement fees are earned but additional services are expected to be provided between transaction announcement and transaction close). The determination of when and to what extent to subsequently recognize deferred 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. Certain 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. 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 that the fairness opinion is delivered at which time the client receives the benefit of the fairness opinion services. Research, Trading, and Underwriting Services The Company provides research on the energy and related industries and associated 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. Research clients compensate the Company via direct payment, trading commissions generated through the Company’s trading desk, or commission sharing agreements. As of January 2024, the Company closed its trading desk but will continue to be compensated for research services through direct payments and a commission sharing agreement. 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. The Company recognizes underwriting revenue at a point in time, typically on the pricing date of the offering. Contract Costs and Contract Balances 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. The Company is reimbursed by the client for certain of these out-of-pocket expenses, which are recognized over time and recorded within Revenues on the Consolidated Statements of Operations. 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, 2023 and 2022, the Company recorded $0.9 million and $5.0 million, respectively, for contract liabilities which are presented within Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. The Company recognized previously deferred revenue of $4.6 million, $5.6 million and $10.6 million for the years ended December 31, 2023, 2022, and 2021, respectively, which was primarily related to transaction-related advisory services that are recognized over time. |
Interest Income | Interest Income The Company typically earns interest on cash at banks and short-term investments, which is recorded on an accrual basis within Other income (expense) on the Consolidated Statements of Operations. |
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. |
Equity-Based Compensation | Equity-Based Compensation 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 or requisite service 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. 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. 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 is fully attributed to non-controlling interests. Refer to Note 12—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 stock 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) on 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 composed of foreign currency translation gains and losses. |
Recently Adopted, and Future Adoption of Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements that had a material effect on the Company’s co nsolidated financial statements. Future Adoption of Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the guidance in Accounting Standards Codification (“ASC” or the “Codification”) Topic 280, Segment Reporting, to require enhanced disclosures about reportable segments on an annual and interim basis. The amendments will require disclosure of significant segment expenses, identification of the chief operating decision maker (“CODM”), and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 clarifies that an entity that has a single reportable segment is subject to all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 are effective for the Company beginning with the annual period ended December 31, 2024 and interim periods within the year ended December 31, 2025. The amendments are required to be applied retrospectively to all period presented and early adoption is permitted. The Company is currently assessing the impact of ASU 2023-07 and identifying the additional disclosures that will be required with regard to the Company’s single reportable segment. In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which amends the guidance in ASC Topic 740, Income Taxes (“ASC 740”), to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 are effective for the Company beginning with the annual period ended December 31, 2025. The amendments are to be applied prospectively with both retrospective application and early adoption permitted. The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates the Company’s revenue between over time and point in time recognition: Year Ended December 31, 2023 2022 2021 Over time $ 609,598 $ 609,392 $ 749,067 Point in time 39,054 22,115 52,595 Total revenues $ 648,652 $ 631,507 $ 801,662 |
Schedule of Allowance for Credit Losses | The allowance for credit losses activity for the years ended December 31, 2023, 2022, and 2021 was as follows: Year Ended December 31, 2023 2022 2021 Beginning Balance $ 1,143 $ 1,851 $ 1,045 Bad debt expense 2,313 2,158 646 Write-offs (1,383) (2,834) (551) Recoveries 82 — 710 Foreign currency translation and other adjustments 43 (32) 1 Ending Balance $ 2,198 $ 1,143 $ 1,851 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Operating Leases | Other information as it relates to the Company’s operating leases is as follows: Year Ended December 31, 2023 2022 Weighted-average discount rate - operating leases 4.7 % 4.6 % Weighted-average remaining lease term - operating leases 14.3 years 14.9 years Year Ended December 31, 2023 2022 2021 Operating lease cost $ 20,558 $ 20,140 $ 19,006 Variable lease cost 3,788 2,550 4,716 Sublease income - operating leases (502) (682) (2,957) Total net lease cost $ 23,844 $ 22,008 $ 20,765 Net cash outflows (inflows) on operating leases (1) $ (4,536) $ 17,057 $ 19,858 __________________ (1) Presented net of lease incentives received, including landlord contributions to tenant improvements. |
Schedule of Operating Lease Maturities | As of December 31, 2023, the maturities of undiscounted operating lease liabilities of the Company are as follows: Years Ending: Operating Leases 2024 $ 2,862 2025 18,740 2026 19,818 2027 18,980 2028 17,358 Thereafter 173,559 Total lease payments (1) 251,317 Less: Imputed Interest (75,416) Total lease liabilities $ 175,901 __________________ (1) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Components of Gross and Net Intangible Asset | The following table provides the detail of the Company’s intangible assets: December 31, 2023 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (33,575) $ 13,825 Trade names and trademarks 18,400 (13,033) 5,367 Total $ 65,800 $ (46,608) $ 19,192 December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ (28,835) $ 18,565 Trade names and trademarks 18,400 (11,193) 7,207 Total $ 65,800 $ (40,028) $ 25,772 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary Of Property, Plant and Equipment | Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Leasehold improvements $ 79,719 $ 76,389 Furniture and fixtures 12,442 15,313 Equipment 22,522 21,382 Software 5,756 6,945 Total 120,439 120,029 Less: Accumulated depreciation and amortization (26,787) (71,639) Fixed assets, net $ 93,652 $ 48,390 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 Domestic $ (104,348) $ (36,935) $ 256 International (8,472) 15,515 22,694 Income (loss) before income taxes $ (112,820) $ (21,420) $ 22,950 |
Schedule of Components of Income Tax Expense (Benefit) | The components of Income tax expense (benefit) consist of the following: Year Ended December 31, 2023 2022 2021 Current Federal income tax $ 433 $ 6,090 $ 6,500 State and local income tax 2,955 3,428 4,437 Foreign income tax (2,298) 3,552 11,641 Total current income tax expense (benefit) 1,090 13,070 22,578 Deferred Federal income tax 1,819 (2,554) (1,462) State and local income tax (2,157) (232) (512) Foreign income tax (1,732) 43 (1,677) Total deferred income tax expense (benefit) (2,070) (2,743) (3,651) Income tax expense (benefit) $ (980) $ 10,327 $ 18,927 |
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, 2023 2022 2021 Expected income tax expense at the federal statutory rate 21.0 % 21.0 % 21.0 % Partnership income not subject to U.S. corporate income taxes (10.6) % (10.7) % (21.4) % Foreign income taxes, net of federal benefit 0.7 % (7.9) % 10.7 % State and local income taxes, net of federal benefit (0.8) % (12.5) % 15.7 % Non-deductible compensation expense (10.6) % (53.5) % 26.0 % Unrecognized tax benefits, net of federal benefit 1.8 % 5.3 % 26.7 % Change in fair value of warrant liabilities — % 7.5 % 2.1 % Other, net (0.6) % 2.6 % 1.7 % Effective income tax rate 0.9 % (48.2) % 82.5 % |
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, 2023 2022 Deferred tax asset Step-up in tax basis in PWP OpCo assets $ 32,649 $ 24,387 Operating lease liabilities 31,645 27,977 RSU amortization 18,825 9,510 Deferred compensation 1,145 1,758 Other 2,955 2,666 Deferred tax assets before valuation allowance 87,219 66,298 Valuation allowance (1,510) (743) Total deferred tax assets 85,709 65,555 Deferred tax liability Operating right-of-use lease assets (27,227) (26,956) Intangible assets (2,037) (2,600) Fixed assets (7,818) (1,522) Anticipatory foreign tax credit $ (2,170) (1,268) Other (705) (115) Total deferred tax liabilities (39,957) (32,461) Deferred tax asset, net (1) $ 45,752 $ 33,094 __________________ (1) Pursuant to the netting requirements of ASC 740, $0.7 million of deferred tax liabilities are presented within Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition as of December 31, 2023. |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the changes in tax positions for the years ended December 31, 2023, 2022, and 2021 is as follows: Year Ended December 31, 2023 2022 2021 Beginning unrecognized tax benefit $ 5,628 $ 6,138 $ — Additions for tax positions of prior years 366 — 1,574 Reductions for tax positions of prior years (2,944) (184) — Additions for tax positions of current year 506 — 4,564 Foreign currency translation 148 (326) — Ending unrecognized tax benefit $ 3,704 $ 5,628 $ 6,138 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Performance Based Restricted Stock Units | The following table summarizes the activity related to the Transaction RSUs and Transaction PSUs during the year ended December 31, 2023: Transaction RSUs Transaction PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 2,589,976 $ 13.97 12,076,297 $ 10.36 Granted (1) 15,438 $ 13.97 29,322 $ 12.74 Vested (1,048,875) $ 13.97 (19,536) $ 13.53 Modified 1,650,000 $ 9.55 (1,650,000) $ 9.55 Forfeited (198,011) $ 13.97 (35,928) $ 12.74 Balance at December 31, 2023 3,008,528 $ 11.55 10,400,155 $ 10.48 __________________ (1) After the Business Combination, grants of Transaction RSUs and Transaction PSUs include only dividend equivalent units that have been awarded in the form of additional units that were granted from the General Share Reserve. |
Assumptions Used in Applying Pricing Model | The Company estimated the fair value of the Transaction PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions and ranges of assumptions: Risk-free interest rate 0.8% - 0.9% Dividend yield 2.0% Volatility factor (1) 32.4% - 32.9% ________________ (1) Based on historical peer company volatility. Risk-free interest rate 4.07 % Dividend yield 2.72 % Volatility factor (1) 34.93 % ________________ (1) Based on historical peer company volatility. |
Summary of Restricted Stock Units | The following table summarizes the activity related to the General RSUs and General PSUs during the year ended December 31, 2023: General RSUs General PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2023 7,144,227 $ 10.10 — $ — Granted (1) 8,262,760 $ 10.23 1,000,000 $ 6.02 Vested (2,850,542) $ 10.16 — $ — Forfeited (309,503) $ 10.34 — $ — Balance at December 31, 2023 12,246,942 $ 10.17 1,000,000 $ 6.02 __________________ (1) Includes dividend equivalent units that have been awarded in the form of additional General RSUs that were granted from the General Share Reserve. |
Schedule of Expense Related to Awards | The following table presents the expense related to equity-based awards that were recorded in Professional fees and components of Equity-based compensation included on the Consolidated Statements of Operations: Year Ended December 31, 2023 2022 2021 Professional fees PWP Incentive Plan Awards $ 2,089 $ 2,262 $ 703 Equity-based compensation PWP Incentive Plan Awards $ 104,159 $ 79,542 $ 44,891 Legacy Awards (1) 9,674 13,241 19,105 Professional Partners Awards (1) 68,542 61,375 32,334 Total Equity-based compensation $ 182,375 $ 154,158 $ 96,330 Income tax benefit of equity-based awards $ 14,485 $ 10,332 $ 4,901 _________________ (1) |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Class A Common Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Class A Common Shareholders | The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below: Year Ended December 31, For the period from June 24, 2021 through December 31, 2023 2022 2021 Numerator: Net income (loss) attributable to Perella Weinberg Partners – basic $ (17,223) $ 17,878 $ (9,421) Dilutive effect from assumed exchange of PWP OpCo Units, net of tax (97,775) (59,197) (51,904) Net income (loss) attributable to Perella Weinberg Partners – diluted $ (114,998) $ (41,319) $ (61,325) Denominator: Weighted average shares of Class A common stock outstanding – basic 43,273,939 43,837,640 42,595,712 Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 43,505,113 45,917,992 50,154,199 Weighted average shares of Class A common stock outstanding – diluted 86,779,052 89,755,632 92,749,911 Net income (loss) per share attributable to Class A common shareholders Basic $ (0.40) $ 0.41 $ (0.22) Diluted $ (1.33) $ (0.46) $ (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: Year Ended December 31, For the period from June 24, 2021 through December 31, 2023 2022 2021 Warrants (1) n/a — 1,029,210 PWP Incentive Plan Awards 2,186,189 369,413 275,453 Total 2,186,189 369,413 1,304,663 __________________ (1) Prior to the Warrant Exchange Offer on August 23, 2022, the warrants were out-of-the-money which resulted in no potentially dilutive shares under the treasury stock method. For the year ended December 31, 2023, the warrants were not outstanding, and thus they are not applicable. Refer to Note 11—Stockholders’ Equity for further information regarding the Warrant Exchange Offer. |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: December 31, 2023 Level 1 Level 2 Level 3 Total Financial asset U.S. Treasury securities (1) $ 91,174 $ — $ — $ 91,174 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets U.S. Treasury securities (2) $ — $ 140,110 $ — $ 140,110 Cash surrender value of company-owned life insurance — 488 — 488 Total financial assets $ — $ 140,598 $ — $ 140,598 __________________ (1) Consists of U.S. Treasury bills and notes that mature on various dates in January 2024 (2) Consists of U.S. Treasury notes that matured on January 31, 2023. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Components of Related Party Revenues and Expenses | The following table shows the components of income from Capital Holdings reported within Related party income on the Consolidated Statements of Operations for the periods presented. Year Ended December 31, 2023 2022 2021 TSA income – Compensation related $ 363 $ 888 $ 3,165 TSA income – Non-compensation related 67 1,120 659 Sublease income 502 682 2,957 Total income from PWP Capital Holdings LP $ 932 $ 2,690 $ 6,781 |
Schedule of Estimated Payments Under Tax Receivable Agreement | The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made: Years Ending: Estimated Payments Under Tax Receivable Agreement 2024 $ 1,105 2025 1,426 2026 1,697 2027 1,739 2028 1,774 Thereafter 23,187 Total payments $ 30,928 |
Business Information (Tables)
Business Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Geographical Distribution of Revenues and Assets based on the Location of the Office | The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be indicative of the geography in which the Company’s clients are located: Year Ended December 31, 2023 2022 2021 Revenues United States $ 530,284 $ 477,990 $ 659,947 International 118,368 153,517 141,715 Total $ 648,652 $ 631,507 $ 801,662 December 31, 2023 2022 Assets United States $ 569,332 $ 531,590 International 191,776 185,503 Total $ 761,108 $ 717,093 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Restricted cash | 2,931,000 | 2,596,000 | |
Variable Interest Entity [Line Items] | |||
Assets | 761,108,000 | 717,093,000 | |
Foreign currency transaction gain (loss), before tax | $ (3,300,000) | 6,800,000 | $ (200,000) |
Property Plant And Equipment [Line Items] | |||
Tax savings agreement, percent | 85% | ||
Finite-lived intangible asset, useful life | 10 years | ||
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 | $ 249,600,000 | $ 237,900,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Jun. 24, 2021 USD ($) vote shares | Dec. 31, 2023 USD ($) vote | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Combination, Description [Abstract] | ||||
Redemption of convertible notes | $ 0 | $ 0 | $ 160,930 | |
Payment of debt | 0 | 0 | 27,690 | |
Loss on debt extinguishment | $ 0 | $ 0 | $ 39,408 | |
Transaction expenses | $ 2,900 | |||
Offering costs | $ 27,600 | |||
Derivative Liability Statement Of Financial Position Extensible Enumeration Not Disclosed Flag | warrant liabilities | |||
Public Warrant | ||||
Business Combination, Description [Abstract] | ||||
Warrant liabilities | $ 22,900 | |||
Class A common stock | ||||
Business Combination, Description [Abstract] | ||||
Voting rights | vote | 1 | |||
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 | |||
Convertible notes | ||||
Business Combination, Description [Abstract] | ||||
Redemption of convertible notes | 150,000 | |||
Loss on debt extinguishment | 39,400 | |||
FTIV | Class A common stock | ||||
Business Combination, Description [Abstract] | ||||
Common stock, value, subscriptions | 125,000 | |||
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 648,652 | $ 631,507 | $ 801,662 |
Over time | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | 609,598 | 609,392 | 749,067 |
Point in time | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 39,054 | $ 22,115 | $ 52,595 |
Revenue and Receivables from _3
Revenue and Receivables from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 15, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Reimbursable expenses recorded as revenue | $ 6,200 | $ 3,200 | $ 5,000 | |
Contract with customer, performance obligation satisfied in previous period | 273,200 | 333,200 | 313,200 | |
Deferred revenue | 900 | 5,000 | ||
Deferred revenue recognized | 4,600 | 5,600 | 10,600 | |
Accrued revenue included in accounts receivable | 7,100 | 5,100 | ||
Accounts receivable | (18,798) | 24,339 | $ 7,127 | |
Accounts receivable, net of allowance | 47,771 | 67,906 | ||
Two Customers | Client Accounting for More than 10% of Aggregate Revenue | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Accounts receivable, net of allowance | $ 28,400 | |||
Two Customers | Client Accounting for More than 10% of Aggregate Revenue | Accounts Receivable | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Accounts receivable, net of allowance | 17,300 | |||
Two Customers | Client Accounting for More than 10% of Aggregate Revenue | Accounts Receivable | Subsequent Event | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Accounts receivable | $ (9,400) | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Aggregate amount of transaction price allocated to performance obligations yet to be satisfied | $ 500 | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue and Receivables from _4
Revenue and Receivables from Contracts with Customers - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 1,143 | $ 1,851 | $ 1,045 |
Bad debt expense | 2,313 | 2,158 | 646 |
Write-offs | (1,383) | (2,834) | (551) |
Recoveries | 82 | 0 | 710 |
Foreign currency translation and other adjustments | 43 | (32) | 1 |
Ending balance | $ 2,198 | $ 1,143 | $ 1,851 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Lease liabilities arising from obtaining right-of-use lease assets | $ 2,278 | $ 131,232 | $ 4,111 |
Increase (decrease) in operating lease liabilities | $ 7,050 | (7,585) | $ (18,082) |
London and New York Office | |||
Lessee, Lease, Description [Line Items] | |||
Lease liabilities arising from obtaining right-of-use lease assets | 128,600 | ||
Increase (decrease) in operating lease liabilities | $ 128,600 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Weighted-average discount rate - operating leases | 4.70% | 4.60% | |
Weighted-average remaining lease term - operating leases | 14 years 3 months 18 days | 14 years 10 months 24 days | |
Operating lease cost | $ 20,558 | $ 20,140 | $ 19,006 |
Variable lease cost | 3,788 | 2,550 | 4,716 |
Sublease income - operating leases | (502) | (682) | (2,957) |
Total net lease cost | 23,844 | 22,008 | 20,765 |
Net cash outflows (inflows) on operating leases | $ (4,536) | $ 17,057 | $ 19,858 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 2,862 | |
2025 | 18,740 | |
2026 | 19,818 | |
2027 | 18,980 | |
2028 | 17,358 | |
Thereafter | 173,559 | |
Total lease payments | 251,317 | |
Less: Imputed Interest | (75,416) | |
Total lease liabilities | $ 175,901 | $ 165,601 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Nov. 30, 2016 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||||
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] | ||||
Expected amortization, year one | 6,600,000 | |||
Expected amortization, year two | 6,600,000 | |||
Expected amortization, year three | $ 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, 2023 | Dec. 31, 2022 |
Gross Amount | $ 65,800 | $ 65,800 |
Accumulated Amortization | (46,608) | (40,028) |
Net Carrying Amount | 19,192 | 25,772 |
Customer relationships | ||
Gross Amount | 47,400 | 47,400 |
Accumulated Amortization | (33,575) | (28,835) |
Net Carrying Amount | 13,825 | 18,565 |
Trade names and trademarks | ||
Gross Amount | 18,400 | 18,400 |
Accumulated Amortization | (13,033) | (11,193) |
Net Carrying Amount | $ 5,367 | $ 7,207 |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 120,439 | $ 120,029 |
Less: Accumulated depreciation and amortization | (26,787) | (71,639) |
Fixed assets, net | 93,652 | 48,390 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 79,719 | 76,389 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,442 | 15,313 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 22,522 | 21,382 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,756 | $ 6,945 |
Fixed Assets - Additional infor
Fixed Assets - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 7.8 | $ 3.1 | $ 6.7 |
Software development | |||
Property Plant And Equipment [Line Items] | |||
Amortization expense | $ 0.3 | $ 1 | $ 1.2 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (104,348) | $ (36,935) | $ 256 |
International | (8,472) | 15,515 | 22,694 |
Income (loss) before income taxes | $ (112,820) | $ (21,420) | $ 22,950 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax | $ 433 | $ 6,090 | $ 6,500 |
State and local income tax | 2,955 | 3,428 | 4,437 |
Foreign income tax | (2,298) | 3,552 | 11,641 |
Total current income tax expense (benefit) | 1,090 | 13,070 | 22,578 |
Federal income tax | 1,819 | (2,554) | (1,462) |
State and local income tax | (2,157) | (232) | (512) |
Foreign income tax | (1,732) | 43 | (1,677) |
Total deferred income tax expense (benefit) | (2,070) | (2,743) | (3,651) |
Income tax expense (benefit) | $ (980) | $ 10,327 | $ 18,927 |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax expense at the federal statutory rate | 21% | 21% | 21% |
Partnership income not subject to U.S. corporate income taxes | (10.60%) | (10.70%) | (21.40%) |
Foreign income taxes, net of federal benefit | 0.70% | (7.90%) | 10.70% |
State and local income taxes, net of federal benefit | (0.80%) | (12.50%) | 15.70% |
Non-deductible compensation expense | (10.60%) | (53.50%) | 26% |
Unrecognized tax benefits, net of federal benefit | 1.80% | 5.30% | 26.70% |
Change in fair value of warrant liabilities | 0 | 0.075 | 0.021 |
Other, net | (0.60%) | 2.60% | 1.70% |
Effective income tax rate | 0.90% | (48.20%) | 82.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset | ||
Step-up in tax basis in PWP OpCo assets | $ 32,649 | $ 24,387 |
Operating lease liabilities | 31,645 | 27,977 |
RSU amortization | 18,825 | 9,510 |
Deferred compensation | 1,145 | 1,758 |
Other | 2,955 | 2,666 |
Deferred tax assets before valuation allowance | 87,219 | 66,298 |
Valuation allowance | (1,510) | (743) |
Total deferred tax assets | 85,709 | 65,555 |
Deferred tax liability | ||
Operating right-of-use lease assets | (27,227) | (26,956) |
Intangible assets | (2,037) | (2,600) |
Fixed assets | (7,818) | (1,522) |
Anticipatory foreign tax credit | (2,170) | (1,268) |
Other | (705) | (115) |
Total deferred tax liabilities | (39,957) | (32,461) |
Deferred tax asset, net | 45,752 | $ 33,094 |
Accounts Payable and Accrued Liabilities | ||
Deferred tax liability | ||
Deferred tax liabilities | $ 700 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $ 1,510 | $ 743 | |
Increase of deferred tax asset | 9,900 | 9,500 | |
Increase in amount due pursuant to tax receivable agreement | 8,400 | 8,900 | |
Unrecognized tax benefits that would impact effective tax rate | 2,800 | 4,700 | |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 400 | $ 200 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning unrecognized tax benefit | $ 5,628 | $ 6,138 | $ 0 |
Additions for tax positions of prior years | 366 | 0 | 1,574 |
Reductions for tax positions of prior years | (2,944) | (184) | 0 |
Additions for tax positions of current year | 506 | 0 | 4,564 |
Foreign currency translation | 148 | ||
Foreign currency translation | (326) | 0 | |
Ending unrecognized tax benefit | $ 3,704 | $ 5,628 | $ 6,138 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 24, 2021 | Jun. 23, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2016 | |
Debt Instrument [Line Items] | ||||||
Unamortized debt discount and issuance costs | $ (200,000) | $ (400,000) | ||||
Payments on revolving facility | 0 | 0 | $ 27,690,000 | |||
Loss on debt extinguishment | $ 0 | 0 | 39,408,000 | |||
Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7% | |||||
Redemption amount | $ 161,600,000 | |||||
Debt instrument, repurchased face amount | 150,000,000 | |||||
Loss on debt extinguishment | 39,400,000 | |||||
Interest expense | $ 6,900,000 | |||||
Secured Overnight Financing Rate (SOFR) Floor | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate during period | 0.25% | |||||
Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate during period | 2% | |||||
Effective Interest Rate | Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate during the period | 11.95% | |||||
Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate during period | 0.10% | |||||
Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate during period | 0.25% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings outstanding under revolving line of credit facility | $ 0 | $ 0 | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | |||||
Maximum incremental revolving commitments | $ 20,000,000 | |||||
Debt issuance costs | $ 1,800,000 | |||||
Commitment fee percentage | 0.25% | |||||
Payments on revolving facility | $ 27,700,000 | |||||
Weighted average interest rate | 2.62% | |||||
Revolving Credit Facility | Effective Interest Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate during the period | 3.73% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 23, 2022 shares | Jan. 12, 2022 USD ($) shares | Jan. 07, 2022 shares | Aug. 09, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Feb. 08, 2023 USD ($) | Jun. 24, 2021 vote | |
Class of Stock [Line Items] | ||||||||||
Dividends paid | $ | $ (8,424,000) | $ (18,715,000) | $ (17,352,000) | |||||||
Treasury stock purchases | $ | $ 22,489,000 | $ 68,452,000 | $ 12,000,000 | |||||||
Distribution rate for class B common stock compared to class A | 0.001 | |||||||||
Public Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants and rights outstanding (in shares) | $ | $ 0 | |||||||||
Private Placement Warrant | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants and rights outstanding (in shares) | $ | $ 0 | |||||||||
Follow on Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Deferred costs, current | $ | $ 1,300,000 | |||||||||
Founder Share Purchase Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total number of share repurchase (in Shares) | 1,000,000 | |||||||||
Share price (in dollars per Share) | $ / shares | $ 12 | |||||||||
Lock-up period | 10 years | |||||||||
Founder shares (in shares) | 1,000,000 | |||||||||
Treasury stock purchases | $ | $ 12,000,000 | |||||||||
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 | |||||||||
Working Partners | Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Lock-up period | 3 years | |||||||||
Working Partners | Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Lock-up period | 5 years | |||||||||
Professional Partners and ILPs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Noncontrolling interest, units owned (in shares) | 41,589,339 | 44,563,877 | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 48.20% | 51.60% | ||||||||
Class A common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Voting rights | vote | 1 | |||||||||
Cash dividend per share (in Dollars per Share) | $ / shares | $ 0.28 | |||||||||
Dividends paid | $ | $ (19,300,000) | $ (17,900,000) | ||||||||
Class B dividends rate compared to Class A | 0.001 | |||||||||
Stock repurchase program, authorized amount | $ | $ 200,000,000 | |||||||||
Total number of share repurchase (in Shares) | 11,920,699 | |||||||||
Share price (in dollars per Share) | $ / shares | $ 7.65 | |||||||||
Founder shares (in shares) | 1,000,000 | |||||||||
Number of sponsor shares distributed subject to transfer restrictions (in Shares) | 1,738,680 | |||||||||
Conversion ratio | 1 | |||||||||
Class A common stock | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash dividend per share (in Dollars per Share) | $ / shares | $ 0.28 | $ 0.28 | $ 0.14 | |||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | 2,977,506 | 2,093,874 | ||||||||
Issuance of common stock (in Shares) | 3,502,033 | |||||||||
Warrant exchange for class A common stock (in shares) | 1,565,948 | 1,565,948 | ||||||||
Class A common stock | Follow on Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in Shares) | 3,502,033 | |||||||||
Common Stock B-1 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Voting rights | vote | 10 | |||||||||
Voting rights with ceased threshold percentage | vote | 1 | |||||||||
Common Stock B-2 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Voting rights | vote | 1 | 1 | ||||||||
Common stock, ownership percentage threshold | 10% | |||||||||
Class B common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class B dividends rate compared to Class A | 0.001 | |||||||||
Class B common stock | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | (2,974,538) | (2,091,788) | ||||||||
Issuance of common stock (in Shares) | (3,498,534) |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Jun. 24, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, plan modification, incremental cost | $ 10.2 | ||||
PWP Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total shares remained reserved for issuance (in Shares) | 5,234,422 | ||||
Transaction Pool RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Vested in period, fair value | $ 10.9 | $ 16.2 | $ 20.1 | ||
Unrecognized compensation expense | $ 23.2 | ||||
Weighted average period of unrecognized compensation cost related to unvested awards | 1 year 4 months 24 days | ||||
Transaction Pool PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 40.7 | ||||
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years | ||||
Grant date fair value awards | $ 11.5 | ||||
Transaction Pool PSUs | $12 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) | $ 12 | ||||
Market condition share price achieved (in Dollars per Share) | 12 | ||||
Transaction Pool PSUs | $13.50 Price Tranche | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Market condition share price achieved (in Dollars per Share) | $ 13.50 | ||||
Management PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 4.7 | ||||
Weighted average period of unrecognized compensation cost related to unvested awards | 3 years 2 months 12 days | ||||
General RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period, fair value | $ 28.9 | $ 6.5 | $ 0 | ||
Unrecognized compensation expense | $ 73.3 | ||||
Weighted average period of unrecognized compensation cost related to unvested awards | 1 year 10 months 24 days | ||||
Vested (in Shares) | 2,850,542 | ||||
Professional Partners Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 130.5 | ||||
Weighted average period of unrecognized compensation cost related to unvested awards | 2 years 4 months 24 days | ||||
Award grant date fair value | $ 301.5 | ||||
General Award PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in Shares) | 0 | ||||
Minimum | Transaction Pool PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Minimum | 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) | $ 15 | ||||
Minimum | General RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Minimum | Professional Partners Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Maximum | Transaction Pool PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Maximum | 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) | $ 30 | ||||
Maximum | General RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Maximum | Professional Partners Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity Related to Unvested Transaction Pool PSUs (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Transaction Pool PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 10.36 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 10.36 | ||
General RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning Balance (in Shares) | 7,144,227 | ||
Granted (in Shares) | 8,262,760 | ||
Vested (in Shares) | (2,850,542) | ||
Forfeited (in Shares) | (309,503) | ||
Ending Balance (in Shares) | 12,246,942 | 7,144,227 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 10.10 | ||
Weighted average grant date fair value, granted (in dollars per share) | 10.23 | ||
Weighted average grant date fair value, vested (in dollars per share) | 10.16 | $ 9.82 | $ 13.76 |
Weighted average grant date fair value, forfeited (in dollars per share) | 10.34 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 10.17 | $ 10.10 | |
General Award PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning Balance (in Shares) | 0 | ||
Granted (in Shares) | 1,000,000 | ||
Vested (in Shares) | 0 | ||
Forfeited (in Shares) | 0 | ||
Ending Balance (in Shares) | 1,000,000 | 0 | |
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) | $ 0 | ||
Weighted average grant date fair value, granted (in dollars per share) | 6.02 | ||
Weighted average grant date fair value, vested (in dollars per share) | 0 | ||
Weighted average grant date fair value, forfeited (in dollars per share) | 0 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 6.02 | $ 0 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions Used in Applying Pricing Model (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Transaction Pool PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 2% |
Transaction Pool PSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.80% |
Volatility factor | 32.40% |
Transaction Pool PSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.90% |
Volatility factor | 32.90% |
General Award PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 4.07% |
Dividend yield | 2.72% |
Volatility factor | 34.93% |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Related to Unvested Management PSUs (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Transaction RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning Balance (in Shares) | 2,589,976 | |
Granted (in Shares) | 15,438 | |
Vested (in Shares) | (1,048,875) | |
Modified (in shares) | 1,650,000 | |
Forfeited (in Shares) | (198,011) | |
Ending Balance (in Shares) | 3,008,528 | |
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) | $ 13.97 | |
Weighted average grant date fair value, granted (in dollars per share) | $ 13.97 | |
Weighted average grant date fair value, vested (in dollars per share) | 13.97 | |
Weighted average grant date fair value, modified (in usd per share) | 9.55 | |
Weighted average grant date fair value, forfeited (in dollars per share) | 13.97 | |
Weighted average grant date fair value, ending balance (in dollars per share) | $ 11.55 | |
Transaction PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning Balance (in Shares) | 12,076,297 | |
Granted (in Shares) | 29,322 | |
Vested (in Shares) | (19,536) | |
Modified (in shares) | (1,650,000) | |
Forfeited (in Shares) | (35,928) | |
Ending Balance (in Shares) | 10,400,155 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 10.36 | |
Weighted average grant date fair value, granted (in dollars per share) | 12.74 | |
Weighted average grant date fair value, vested (in dollars per share) | 13.53 | |
Weighted average grant date fair value, modified (in usd per share) | 9.55 | |
Weighted average grant date fair value, forfeited (in dollars per share) | 12.74 | |
Weighted average grant date fair value, ending balance (in dollars per share) | $ 10.48 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of General Restricted Stock Units (Details) - General RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning Balance (in Shares) | 7,144,227 | ||
Granted (in Shares) | 8,262,760 | ||
Vested (in Shares) | (2,850,542) | ||
Forfeited (in Shares) | (309,503) | ||
Ending Balance (in Shares) | 12,246,942 | 7,144,227 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 10.10 | ||
Weighted average grant date fair value, granted (in dollars per share) | 10.23 | ||
Weighted average grant date fair value, vested (in dollars per share) | 10.16 | $ 9.82 | $ 13.76 |
Weighted average grant date fair value, forfeited (in dollars per share) | 10.34 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 10.17 | $ 10.10 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Awards Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total professional fees | $ 39,640 | $ 34,824 | $ 41,891 |
Total equity-based compensation | 182,375 | 154,158 | 96,330 |
Income tax benefit of equity-based awards | 14,485 | 10,332 | 4,901 |
PWP Incentive Plan Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total professional fees | 2,089 | 2,262 | 703 |
Total equity-based compensation | 104,159 | 79,542 | 44,891 |
Legacy Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 9,674 | 13,241 | 19,105 |
Professional Partners Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | $ 68,542 | $ 61,375 | $ 32,334 |
Other Compensation and Benefi_2
Other Compensation and Benefits - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation outstanding | $ 0 | $ 2,900,000 | $ 7,100,000 | |
Deferred compensation liability, settled | 2,900,000 | 8,500,000 | ||
Deferred compensation, forfeited amount | 0 | 0 | 0 | |
Deferred compensation | 0 | 1,100,000 | ||
Costs incurred for employee benefit plans | 6,700,000 | 5,800,000 | $ 5,000,000 | |
Business Realignment | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restructuring reserve | 12,500,000 | |||
Payments for restructuring | 9,100,000 | |||
Business Realignment | Forecast | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restructuring and related cost, expected cost remaining | $ 3,200,000 | |||
Employee Severance | Business Realignment | Business Realignment | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restructuring and related cost incurred | 22,200,000 | |||
Employee Severance | Accelerated Share Based Compensation | Business Realignment | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restructuring and related cost incurred | 15,100,000 | |||
Partner Promissory Notes | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from related party debt | $ 1,500,000 | $ 2,600,000 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Numerator: | |||||||
Net income (loss) attributable to Perella Weinberg Partners – basic | $ (9,421) | $ (17,223) | $ 17,878 | $ (9,421) | |||
Dilutive effect from assumed exchange of PWP OpCo Units, net of tax | (51,904) | (97,775) | (59,197) | ||||
Net income (loss) attributable to Perella Weinberg Partners – diluted | $ (61,325) | $ (114,998) | $ (41,319) | ||||
Denominator: | |||||||
Basic (in Shares) | 42,595,712 | 43,273,939 | [1] | 43,837,640 | [1] | 42,595,712 | [1] |
Weighted average number of incremental shares from assumed exchange of PWP OpCo Units (in Shares) | 50,154,199 | 43,505,113 | 45,917,992 | ||||
Weighted average shares of Class A common stock outstanding - diluted (in Shares) | 92,749,911 | 86,779,052 | [1] | 89,755,632 | [1] | 92,749,911 | [1] |
Net income (loss) per share attributable to Class A common shareholders | |||||||
Basic (in Dollars per Share) | $ (0.22) | $ (0.40) | [1] | $ 0.41 | [1] | $ (0.22) | [1] |
Diluted (in Dollars per Share) | $ (0.66) | $ (1.33) | [1] | $ (0.46) | [1] | $ (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 14—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) - shares | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in Shares) | 1,304,663 | 2,186,189 | 369,413 |
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 | 0 | |
PWP Incentive Plan Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in Shares) | 275,453 | 2,186,189 | 369,413 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in mutual funds and other | $ 91,174 | $ 140,110 |
Cash surrender value of company-owned life insurance | 488 | |
Total financial assets | 140,598 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in mutual funds and other | 91,174 | 0 |
Cash surrender value of company-owned life insurance | 0 | |
Total financial assets | 0 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in mutual funds and other | 0 | 140,110 |
Cash surrender value of company-owned life insurance | 488 | |
Total financial assets | 140,598 | |
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 | |
Total financial assets | $ 0 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements [Abstract] | |||
Investment owned, at cost | $ 89.3 | $ 139.2 | |
Debt securities, gain (loss) | $ 2.7 | 1.4 | |
Equity method investment, realized gain (loss) | $ (1.3) | $ 0.4 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party income | |||
Sublease income | $ 502 | $ 682 | $ 2,957 |
TSA income – Compensation related | |||
Related Party income | |||
Related party income | 363 | 888 | 3,165 |
TSA income – Non-compensation related | |||
Related Party income | |||
Related party income | 67 | 1,120 | 659 |
Sublease income | |||
Related Party income | |||
Sublease income | 502 | 682 | 2,957 |
Total income from PWP Capital Holdings LP | |||
Related Party income | |||
Related party income | $ 932 | $ 2,690 | $ 6,781 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Estimated Payments Under Tax Receivable Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions [Abstract] | ||
2024 | $ 1,105 | |
2025 | 1,426 | |
2026 | 1,697 | |
2027 | 1,739 | |
2028 | 1,774 | |
Thereafter | 23,187 | |
Total payments | $ 30,928 | $ 22,991 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Tax savings agreement, percent | 85% | |||
Amount due pursuant to tax receivable agreement | $ 30,928 | $ 22,991 | ||
Partner promissory notes recognized as a reduction in equity | 2,100 | 3,500 | ||
Revenues | 648,652 | 631,507 | $ 801,662 | |
Partners | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 3,500 | $ 3,400 | ||
Entity Controlled by Director | ||||
Related Party Transaction [Line Items] | ||||
Operating costs and expenses | $ 500 | |||
Revenues | 3,100 | |||
PFAC Holdings | ||||
Related Party Transaction [Line Items] | ||||
Advisory fee | $ 600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | ||||||
Dec. 31, 2023 USD ($) claim | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 28, 2018 claim | Aug. 18, 2016 claim | Nov. 09, 2015 claim | Oct. 20, 2015 claim | |
Loss Contingencies [Line Items] | |||||||
Relief and damages sought value | $ 60,000,000 | ||||||
Litigation costs | $ 2,100,000 | $ 600,000 | $ 1,100,000 | ||||
Pending summary judgement | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, pending plaintiffs claims, number | claim | 7 | 14 | 14 | ||||
Loss contingency, pending defendants claims, number | claim | 14 | ||||||
Pending dismissal | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, pending counterclaims, number | claim | 8 | ||||||
Guarantee of Indebtedness of Others | Partners | |||||||
Loss Contingencies [Line Items] | |||||||
Estimate of possible loss | $ 0 | 1,600,000 | |||||
Default loan | 0 | ||||||
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, 2023 Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business Information - Schedule
Business Information - Schedule of Geographical Distribution of Revenues and Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 648,652 | $ 631,507 | $ 801,662 |
Assets | 761,108 | 717,093 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 530,284 | 477,990 | 659,947 |
Assets | 569,332 | 531,590 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 118,368 | 153,517 | $ 141,715 |
Assets | $ 191,776 | $ 185,503 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Feb. 15, 2024 shares | Feb. 07, 2024 $ / shares | Dec. 31, 2023 $ / shares shares | Jan. 01, 2024 shares | Feb. 08, 2023 USD ($) | |
Class A common stock | |||||
Subsequent Event [Line Items] | |||||
Dividend declared (in Dollars per Share) | $ / shares | $ 0.28 | ||||
Class B dividends rate compared to Class A | 0.001 | ||||
Stock repurchase program, authorized amount | $ | $ 200 | ||||
Class B common stock | |||||
Subsequent Event [Line Items] | |||||
Class B dividends rate compared to Class A | 0.001 | ||||
General Award PSUs | |||||
Subsequent Event [Line Items] | |||||
Granted (in Shares) | 1,000,000 | ||||
Subsequent Event | Class A common stock | |||||
Subsequent Event [Line Items] | |||||
Dividend declared (in Dollars per Share) | $ / shares | $ 0.07 | ||||
Subsequent Event | Class B common stock | |||||
Subsequent Event [Line Items] | |||||
Class B dividends rate compared to Class A | 0.001 | ||||
Subsequent Event | PWP Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Total shares reserved for issuance (in Shares) | 12,900,000 | ||||
Subsequent Event | PWP Incentive Plan | Restricted Stock Units (RSUs) | |||||
Subsequent Event [Line Items] | |||||
Granted (in Shares) | 5,677,760 |
Uncategorized Items - pwp-20231
Label | Element | Value |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | $ 47,389,000 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 18,542,000 |
Adjustments to Additional Paid in Capital Change in Ownership Interest Value | pwp_AdjustmentsToAdditionalPaidInCapitalChangeInOwnershipInterestValue | 0 |
Partners' Capital Account, Unit-Based Payment Arrangement, Amount | us-gaap_PartnersCapitalAccountUnitBasedCompensation | 85,272,000 |
Partners' Capital Account, Unit-Based Payment Arrangement, Amount | us-gaap_PartnersCapitalAccountUnitBasedCompensation | 11,761,000 |
Partners' Capital, Other | us-gaap_PartnersCapitalOther | 374,000 |
Effect of Business Combination | pwp_EffectOfBusinessCombination | 188,322,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (1,803,000) |
Treasury Stock, Value, Acquired, Cost Method | us-gaap_TreasuryStockValueAcquiredCostMethod | 12,000,000 |
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 10,462,000 |
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 3,912,000 |
Limited Partner [Member] | ||
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 47,389,000 |
Partners' Capital Account, Unit-Based Payment Arrangement, Amount | us-gaap_PartnersCapitalAccountUnitBasedCompensation | 11,761,000 |
Partners' Capital, Other | us-gaap_PartnersCapitalOther | 374,000 |
Effect of Business Combination | pwp_EffectOfBusinessCombination | (101,112,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 59,857,000 |
Noncontrolling Interest [Member] | ||
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 18,542,000 |
Adjustments to Additional Paid in Capital Change in Ownership Interest Value | pwp_AdjustmentsToAdditionalPaidInCapitalChangeInOwnershipInterestValue | 15,845,000 |
Partners' Capital Account, Unit-Based Payment Arrangement, Amount | us-gaap_PartnersCapitalAccountUnitBasedCompensation | 39,678,000 |
Effect of Business Combination | pwp_EffectOfBusinessCombination | 154,619,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (1,087,000) |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (933,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (46,413,000) |
Retained Earnings [Member] | ||
Dividends | us-gaap_Dividends | 8,654,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (9,421,000) |
Treasury Stock, Common [Member] | ||
Treasury Stock, Value, Acquired, Cost Method | us-gaap_TreasuryStockValueAcquiredCostMethod | $ 12,000,000 |
Treasury Stock, Shares, Acquired | us-gaap_TreasuryStockSharesAcquired | 1,000,000 |
AOCI Attributable to Parent [Member] | ||
Effect of Business Combination | pwp_EffectOfBusinessCombination | $ 974,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 526,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (920,000) |
Additional Paid-in Capital [Member] | ||
Adjustments to Additional Paid in Capital Change in Ownership Interest Value | pwp_AdjustmentsToAdditionalPaidInCapitalChangeInOwnershipInterestValue | (15,845,000) |
Partners' Capital Account, Unit-Based Payment Arrangement, Amount | us-gaap_PartnersCapitalAccountUnitBasedCompensation | 45,594,000 |
Dividends | us-gaap_Dividends | (230,000) |
Effect of Business Combination | pwp_EffectOfBusinessCombination | 133,832,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | (870,000) |
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 10,462,000 |
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationOtherLongtermIncentivePlansRequisiteServicePeriodRecognition | 3,912,000 |
Common Class B [Member] | Common Stock [Member] | ||
Effect of Business Combination | pwp_EffectOfBusinessCombination | $ 5,000 |
Effect of Business Combination On Share | pwp_EffectOfBusinessCombinationOnShare | 50,154,199 |
Common Class A [Member] | Common Stock [Member] | ||
Effect of Business Combination | pwp_EffectOfBusinessCombination | $ 4,000 |
Effect of Business Combination On Share | pwp_EffectOfBusinessCombinationOnShare | 42,956,667 |
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | us-gaap_RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings | 692,652 |