Perella Weinberg Partners

05/01/2026 | Press release | Distributed by Public on 05/01/2026 14:47

Quarterly Report for Quarter Ending MARCH 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled "Risk Factors" and elsewhere in this Form 10-Q.
Executive Overview
We are a leading global independent advisory firm that provides strategic and financial advice to clients across some of the most active industry sectors and international markets. Our wide range of global clients include large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.
For further information regarding our business, refer to "Part I. Item 1. Business" and "Part I. Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 27, 2026.
Business Environment
Economic and global financial market conditions impact our financial performance. Our core advisory services benefit from macroeconomic changes that impact our client base and lead them to consider business combinations, acquisitions and divestitures, capital raises and restructurings. We continue to invest in our platform to achieve scale, accelerate growth, and deliver value.
See "Risk Factors" included in our Annual Report on Form 10-K for a discussion of some of the factors that can affect our performance.
Key Financial Measures
Revenues
We operate in a highly competitive environment, and each revenue-generating engagement is separately solicited and negotiated. Our fee-paying client engagements are not predictable, and we may experience fluctuations in revenues from quarter to quarter. To develop new business, we maintain an active business dialogue with existing and potential clients, and we expect to add new clients each year through expanding our relationships, hiring senior advisory professionals, and receiving introductions from our relationship network. However, we also lose clients each year due to various factors, such as sales or mergers, changes in clients' senior management, and competition from other financial services firms.
Our revenue recognition is often tied to the completion of a transaction, which can be delayed or terminated due to various reasons, including failure to obtain regulatory or board approval, failure to secure financing, or adverse market conditions. Larger transactions may take longer to close, adding unpredictability to the timing of revenues. Despite our efforts, we may receive lower advisory fees or no fee at all if a transaction is not completed. Other barriers to the completion of restructuring transactions include a lack of anticipated bidders, failure to obtain court approval, or a failure to reach an agreement with creditors. In such cases, our advisory fees may be limited to monthly retainer fees plus the reimbursement of expenses.
We do not present our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For instance, a traditional M&A engagement may require additional advisory services, such as capital markets or capital solutions advice or a private capital raise, which may call for cross-functional expertise from our professionals. We focus on dedicating the necessary resources and expertise to each engagement, regardless of product lines, to achieve the desired outcome for our clients. Consequently, tracking the type of advisory service offered in each instance is not practical.
Operating Expenses
Our operating expenses are classified as (i) total compensation and benefits expenses, including equity-based compensation, and (ii) non-compensation expenses.
Compensation and Benefits Expenses
Our compensation and benefits expenses consist of salaries, bonuses (discretionary awards and guaranteed amounts), severance, payroll and related taxes, benefits, and the amortization of equity-based compensation awards that are subject to a service-based vesting condition, and in some cases, a market-based performance vesting condition. These expenses also include signing bonuses and compensation paid pursuant to guarantees for new hires.
Compensation is determined by management based on revenues earned, headcount, labor market conditions, and anticipated compensation requirements for our employees. Such factors can fluctuate, including headcount and revenues earned, and as a result, our compensation expenses may fluctuate materially in any particular period.
Non-Compensation Expenses
Our non-compensation expenses include the costs of professional fees, technology and infrastructure, rent and occupancy, travel and related expenses, depreciation and amortization and general, administrative and other expenses. Our non-compensation expenses also include certain expenses reimbursed by our clients. Overall, our non-compensation expenses are subject to variability due to multiple factors, including headcount, business needs, and inflation.
Non-Operating Income (Expenses)
Non-operating income (expenses) includes the impact of income and expense items that we consider to be non-operational in nature, which typically includes interest income and expense and other non-operating gains (losses), including the impact of foreign exchange rate fluctuations.
Non-Controlling Interests
Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis.
Results of Operations
The following is a discussion of our results of operations for the respective periods indicated:
Three Months Ended
March 31,
(Dollars in thousands) 2026 2025
2026 vs. 2025
Revenues $ 148,917 $ 211,831 (30)%
Expenses
Compensation and benefits 91,275 122,999 (26)%
Equity-based compensation 30,785 26,245 17%
Total compensation and benefits 122,060 149,244 (18)%
Non-compensation expenses 39,758 50,919 (22)%
Total operating expenses 161,818 200,163 (19)%
Operating income (loss) (12,901) 11,668 NM
Non-operating income (expenses)
Other income (expense) 2,259 231 878%
Total non-operating income (expenses) 2,259 231 878%
Income (loss) before income taxes (10,642) 11,899 NM
Income tax expense (benefit) (9,897) (9,474) (4)%
Net income (loss) (745) 21,373 NM
Less: Net income (loss) attributable to non-controlling interests (2,232) 4,034 NM
Net income (loss) attributable to Perella Weinberg Partners $ 1,487 $ 17,339 (91)%
NM = Not meaningful
Revenues
The following table provides revenue statistics for the three months ended March 31, 2026 and 2025:
Three Months Ended
March 31,
2026 2025
2026 vs. 2025
Total Advisory Clients 62 74 (12)
Total Clients with Fees Greater than or Equal to $1.0 million
28 39 (11)
Revenues were $148.9 million for the three months ended March 31, 2026 as compared to $211.8 million for the three months ended March 31, 2025, a decrease of 30%. The decrease in revenues is driven by fewer fee-paying clients and a decline in transaction completions across both M&A and financing and capital solutions, despite an increase in average fee per client.
Compensation and Benefits Expenses
For the three months ended March 31, 2026, total compensation and benefits expenses were $122.1 million, a decrease of 18% compared to $149.2 million for the three months ended March 31, 2025. The decrease was primarily driven by a lower discretionary bonus accrual on lower revenues. Excluding the lower bonus accrual, compensation expense increased year-over-year from higher cash compensation and equity-based awards amortization due to investments in new hires and higher headcount. The higher compensation margin period-over-period reflects the decline in revenues on an absolute dollar basis against a higher non-bonus compensation base, compounded by the timing of equity-based awards vesting, which is concentrated in the first quarter.
Non-Compensation Expenses
For the three months ended March 31, 2026, total non-compensation expenses were $39.8 million, a decrease of 22% compared to $50.9 million for the three months ended March 31, 2025. The decrease was primarily driven by lower professional fees from reduced litigation spend, a decrease in bad debt expense, and a decrease in recruiting costs. This decrease was only partially offset by increases in technology and depreciation expenses.
Non-Operating Income (Expenses)
For the three months ended March 31, 2026, non-operating income was $2.3 million compared to non-operating income of $0.2 million for the three months ended March 31, 2025. In the current period, non-operating income primarily included interest income and a net gain from foreign exchange rate fluctuations. Non-operating income in the prior year period included interest income, which was mostly offset by a net loss from foreign exchange rate fluctuations. For both periods, the impact of foreign exchange rate fluctuations was largely related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries.
Income Tax Expense (Benefit)
The Company's income tax benefit and effective tax rate were $(9.9) million and 93.0%, respectively, for the three months ended March 31, 2026 compared to an income tax benefit and effective tax rate of $(9.5) million and (79.6)%, respectively, for the three months ended March 31, 2025.
The change in the effective tax rate for both periods was primarily due to the relative size of our permanent differences in relation to the pre-tax income (loss) in the respective periods. In addition, the Company recognized a $6.6 million tax benefit associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the three months ended March 31, 2026 versus $12.5 million in the prior year period.
Liquidity and Capital Resources
General
We regularly monitor our liquidity position, including cash, working capital assets and liabilities, commitments and other liquidity requirements. Our primary sources of liquidity are generally our cash balances, the net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility. Our primary cash needs are typically for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company's Class A common stock, withholding tax payments for vested PWP Incentive Plan Awards, cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments. We generally pay a significant portion of our annual cash incentive compensation during the first quarter of each calendar year with respect to the prior year's results. Therefore, cash levels generally decline during the first quarter and build over the remainder of the year.
Our current assets are typically composed of cash, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties. Our current liabilities are primarily composed of accrued employee compensation, accounts payable and other accrued expenses. Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any short-term highly liquid investments that have original maturities of three months or less from the date of purchase. As of March 31, 2026 and December 31, 2025, the Company had cash balances of $77.7 million and $255.9 million, respectively, and no cash equivalents.
Our liquidity is highly dependent upon cash receipts from clients, which generally require the successful completion of transactions. Accounts receivable typically have net terms of 30 days. Accounts receivable, net of allowance for credit losses, were $33.5 million and $62.7 million as of March 31, 2026 and December 31, 2025, respectively.
We have a Revolving Credit Facility with Cadence Bank with an available line of credit of $50.0 million. Additionally, up to $20.0 million of incremental revolving commitments above the $50.0 million commitment amount may be incurred under the Credit Agreement. As of March 31, 2026, we had no outstanding balance related to the Revolving Credit Facility and no incremental revolving commitments were incurred. For further information on the Revolving Credit Facility, refer to Note 9-Debt in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q.
Based on current market conditions, we believe that our cash on hand, net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility will be sufficient to meet our operating needs and commitments for the next twelve months; however, if these sources of liquidity are not sufficient, we may seek additional debt or equity financing.
Cash Flows
A summary of our operating, investing and financing cash flows is as follows:
Three Months Ended
March 31,
(Dollars in thousands) 2026 2025
Cash Provided By (Used In)
Operating Activities
Net income (loss)
$ (745) $ 21,373
Non-cash charges and other operating activity adjustments 31,139 25,957
Other operating activities (140,101) (223,851)
Total operating activities (109,707) (176,521)
Investing Activities (2,064) 73,867
Financing Activities (63,793) (120,790)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,707) 3,179
Net increase (decrease) in cash, cash equivalents and restricted cash (178,271) (220,265)
Cash, cash equivalents and restricted cash, beginning of period 257,050 332,771
Cash, cash equivalents and restricted cash, end of period $ 78,779 $ 112,506
Three Months Ended March 31, 2026
Operating activities resulted in a net cash outflow of $109.7 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2026 with respect to prior year compensation expense, partially offset by cash collections from clients.
Investing activities resulted in a net cash outflow of $2.1 million attributable to purchases of fixed assets.
Financing activities resulted in a net cash outflow of $63.8 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards and dividend payments.
Three Months Ended March 31, 2025
Operating activities resulted in a net cash outflow of $176.5 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2025 with respect to prior year compensation expense, partially offset by cash collections from clients.
Investing activities resulted in a net cash inflow of $73.9 million attributable to the maturation of investments in U.S. Treasury securities, which was nominally offset by capital expenditures related to office space renovations.
Financing activities resulted in a net cash outflow of $120.8 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards, the cash settlement of exchanges of PWP OpCo Units, share repurchases, and dividend payments.
Share Repurchase Program
Our board of directors has approved a stock repurchase program under which we are authorized to repurchase up to $200.0 million of our Class A common stock with no requirement to purchase any minimum number of shares. As of March 31, 2026, $60.2 million remains of the $200.0 million authorized for share repurchases.
Exchange Rights
In accordance with the limited partnership agreement of PWP OpCo, holders of PWP OpCo Units (other than the Company) may exchange these units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) cash from any other source. Whether future exchanges are settled in cash or shares of Class A common stock is at our discretion and will depend on our liquidity and capital resources, market conditions, the timing and concentration of exchange elections and other factors. See Note 10-Stockholders' Equity and Redeemable Non-Controlling Interests in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information.
Regulatory Capital
We actively monitor our regulatory capital base. Our principal subsidiaries are subject to regulatory requirements in their respective jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, record-keeping, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. Refer to Note 6-Regulatory Requirements in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information. These regulations differ in the United States, United Kingdom, Canada, France and other countries in which we operate a registered broker-dealer or regionally similar construct. The license or regulatory framework under which we operate in each such country is meant to comply with applicable laws and regulations to conduct an advisory business. We believe that we provide each of our subsidiaries with sufficient capital and liquidity, consistent with their business and regulatory requirements to effectively operate in each jurisdiction.
Tax Receivable Agreement
As of March 31, 2026, we had an amount due of $94.0 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. See Note 15-Related Party Transactions in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information as well as the expected timing of payments.
Leases
We have non-cancelable operating leases for our office space and certain equipment. As of March 31, 2026, we had $182.1 million of operating lease liabilities. See Note 4-Leases in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information as well as the expected timing of payments.
Market Risk and Credit Risk
Our business is not capital-intensive and we do not invest in derivative instruments. We are not subject to significant market risk (including interest rate risk and commodity price risk) or significant credit risk.
Risks Related to Cash and Cash Equivalents
Our cash and cash equivalents include any short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. Cash is maintained in U.S. and non-U.S. bank accounts. Most account balances exceed U.S. Federal Deposit Insurance Corporation (FDIC) coverage limits or the coverage limits of the relevant foreign deposit insurance system, as applicable. We believe our cash and cash equivalents are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.
Credit Risk
We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a client's ability to pay such amounts owed to us. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover current expected credit losses. Refer to Note 2-Summary of Significant Accounting Policies in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information.
When we invest our excess cash, we manage our credit risk exposure by holding investments primarily with investment grade credit quality.
Exchange Rate Risk
We are exposed to exchange rate risk as a result of having foreign subsidiaries with non-U.S. dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of our operating subsidiaries. Specifically, the reported amounts in our consolidated financial statements may be affected by movements in the rate of exchange between the pound sterling, euro, and Canadian dollar and our reporting currency, the U.S. dollar. For the three months ended March 31, 2026 and 2025, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $1.2 million and $(1.8) million, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as the strength of the U.S. dollar fluctuated. For the three months ended March 31, 2026 and 2025, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Condensed Consolidated Statements of Comprehensive Income (Loss) was $(1.7) million and $2.8 million, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future. As of March 31, 2026, we held cash balances of $26.8 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.
Critical Accounting Estimates
The unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent assets and liabilities. 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. There have been no material changes to our critical accounting estimates from those described in our Annual Report on Form 10-K filed on February 27, 2026.
Perella Weinberg Partners published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 01, 2026 at 20:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]