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Perella Weinberg Partners Reports Second Quarter 2022 Results

August 4, 2022 7:00 AM


NEW YORK, Aug. 04, 2022 (GLOBE NEWSWIRE) -- Perella Weinberg Partners (the “Firm” or “PWP”) (NASDAQ: PWP) today reported financial results for the second quarter ended June 30, 2022. The Firm reported second quarter revenues of $151.1 million for the three months ended June 30, 2022, compared with $255.5 million for the three months ended June 30, 2021. GAAP net income and adjusted net income were $2.7 million and $23.1 million, respectively, for the three months ended June 30, 2022, compared with GAAP net income of $9.0 million and adjusted net income of $61.7 million for the three months ended June 30, 2021. GAAP diluted net income per Class A share and adjusted diluted if-converted net income per Class A share were $0.00 and $0.22, respectively, for the three months ended June 30, 2022.

First half 2022 revenues were $303.0 million, compared with $425.3 million for the first half of 2021. GAAP net income and adjusted net income were $3.7 million and $43.6 million, respectively, for the six months ended June 30, 2022, compared with GAAP net income of $31.5 million and adjusted net income of $93.2 million for the six months ended June 30, 2021. GAAP diluted net income per Class A share and adjusted diluted if-converted net income (loss) per Class A share were ($0.01) and $0.41, respectively, for the six months ended June 30, 2022.

“Since entering the public markets a year ago, we have made great strides towards the goals and strategic vision we laid out at the outset – most notably growth through the expansion of our partner base and the return of capital to shareholders, having repurchased nearly $50 million of stock in the open market this year. We are exceptionally well positioned to capitalize on future growth opportunities and will use the current operating environment to our advantage to accelerate investment in our business. We are committed to supporting our clients and helping them navigate this uncertain backdrop and in turn providing long-term value to our shareholders, with whom we are greatly aligned,” stated Peter Weinberg, Chief Executive Officer.


Selected Financial Data (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

U.S. GAAP Adjusted
Three Months Ended June 30,
2022 2021 2022 2021
Revenues $151,104 $255,520 $151,104 $255,520
Operating expenses
Total compensation and benefits 127,014 171,469 96,763 162,931
Non-compensation expenses 33,103 34,565 31,031 29,978
Operating income (loss) (9,013) 49,486 23,310 62,611
Total non-operating income (expenses) 14,820 (39,965) 4,763 (527)
Income (loss) before provision for income taxes 5,807 9,521 28,073 62,084
Income tax benefit (expense) (3,141) (521) (4,952) (370)
Net income (loss) $2,666 $9,000 $23,121 $61,714
Net income (loss) attributable to non-controlling interests (6,599) 21,499
Net income (loss) attributable to Perella Weinberg Partners $9,265 $(12,499)
Net income (loss) $23,121
Less: Adjusted income tax benefit (expense) 4,952
Add: If-converted tax impact (8,004)
Adjusted if-converted net income (loss) $20,069
Net income (loss) per share attributable to Class A common shareholders (1)
Basic $0.21 $(0.29)
Diluted $0.00 $(0.32)
Diluted, If-Converted $0.22 NM
Weighted-average shares of Class A common stock outstanding (1)
Basic 44,584,181 42,956,667
Diluted 90,688,871 94,013,583 90,730,525

(1) For the three and six months ended June 30, 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 June 30, 2021, the period following the Business Combination. Similarly, adjusted net income (loss) per Class A share - Diluted, If Converted for the three months ended June 30, 2021 is not meaningful or comparative to GAAP diluted earnings per share, as it excludes activity prior to the Business Combination on June 24, 2021.

Selected Financial Data (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

U.S. GAAP Adjusted
Six Months Ended June 30,
2022 2021 2022 2021
Revenues $302,980 $425,322 $302,980 $425,322
Operating expenses
Total compensation and benefits 255,149 287,096 193,964 272,236
Non-compensation expenses 67,203 60,696 63,199 54,464
Operating income (loss) (19,372) 77,530 45,817 98,622
Total non-operating income (expenses) 29,227 (43,478) 7,201 (3,006)
Income (loss) before provision for income taxes 9,855 34,052 53,018 95,616
Income tax benefit (expense) (6,137) (2,545) (9,390) (2,394)
Net income (loss) $3,718 $31,507 $43,628 $93,222
Net income (loss) attributable to non-controlling interests (14,441) 44,006
Net income (loss) attributable to Perella Weinberg Partners $18,159 $(12,499)
Net income (loss) $43,628
Less: Adjusted income tax benefit (expense) 9,390
Add: If-converted tax impact (15,561)
Adjusted if-converted net income (loss) $37,457
Net income (loss) per share attributable to Class A common shareholders (1)
Basic $0.40 $(0.29)
Diluted $(0.01) $(0.32)
Diluted, If-Converted $0.41 NM
Weighted-average shares of Class A common stock outstanding (1)
Basic 45,247,373 42,956,667
Diluted 91,953,077 94,013,583 92,121,512

(1) For the three and six months ended June 30, 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 June 30, 2021, the period following the Business Combination. Similarly, adjusted net income (loss) per Class A share - Diluted, If Converted for the six months ended June 30, 2021 is not meaningful or comparative to GAAP diluted earnings per share, as it excludes activity prior to the Business Combination on June 24, 2021.


Revenues

For the second quarter 2022, revenues were $151.1 million, a decrease of 41% from $255.5 million for the second quarter 2021, which represented a record quarter for the firm. For the first half 2022, revenues were $303.0 million, a decrease of 29% from $425.3 million for the first half 2021, which also represented a record period for the firm. The period-over-period decline, for both the second quarter and first half 2022, was primarily driven by a reduction in mergers and acquisition activity across most industry groups, as well as a step down in restructuring and liability management advice, as compared to the same periods in 2021. The decrease in revenues can be attributed to both fewer advisory transaction completions and a decrease in average fee size per client.

Expenses

U.S. GAAP Adjusted
(Dollars in thousands) Three Months Ended June 30,
2022 2021 2022 2021
Operating expenses
Total compensation and benefits $127,014 $171,469 $96,763 $162,931
% of Revenues 84% 67% 64% 64%
Non-compensation expenses $33,103 $34,565 $31,031 $29,978
% of Revenues 22% 14% 21% 12%

GAAP total compensation and benefits were $127.0 million for the second quarter of 2022, compared to $171.5 million for the second quarter of 2021. Adjusted total compensation and benefits were $96.8 million for the second quarter of 2022 as compared to $162.9 million for the same period a year ago. The decrease in both GAAP total compensation and benefits and adjusted total compensation and benefits in the second quarter of 2022 was due to a smaller bonus accrual associated with lower revenues. On a GAAP basis, the smaller bonus accrual was partially offset by increased equity-based compensation related to Restricted Stock Units “RSUs” issued in connection with or subsequent to the Business Combination.

GAAP non-compensation expenses were $33.1 million for the second quarter of 2022, compared with $34.6 million for the second quarter of 2021. Adjusted non-compensation expenses were $31.0 million for the second quarter of 2022, compared with $30.0 million for the same period a year ago. The decrease experienced in GAAP non-compensation expenses was a result of elevated professional fees in the second quarter of 2021 related to one-time costs associated with the Business Combination partially offset by an increase in travel and related expenses as pandemic-related restrictions ease, increased public company costs including D&O insurance, and a bad debt reserve. The increase in non-compensation expenses on an adjusted basis was primarily driven by these same items partially offset by a reduction in professional fees related to co-advisory fees and legal spend and lower rent and occupancy costs as a result of lease extension renegotiation.

U.S. GAAP Adjusted
(Dollars in thousands) Six Months Ended June 30,
2022 2021 2022 2021
Operating expenses
Total compensation and benefits $255,149 $287,096 $193,964 $272,236
% of Revenues 84% 68% 64% 64%
Non-compensation expenses $67,203 $60,696 $63,199 $54,464
% of Revenues 22% 14% 21% 13%

GAAP total compensation and benefits were $255.1 million for the six months ended June 30, 2022, compared to $287.1 million for the six months ended June 30, 2021. Adjusted total compensation and benefits were $194.0 million for the six months ended June 30, 2022, compared to $272.2 million for the six months ended June 30, 2021. The decrease in both GAAP total compensation and benefits and adjusted total compensation and benefits was due to a smaller bonus accrual associated with lower revenues. On a GAAP basis, the smaller bonus accrual was partially offset by increased equity-based compensation related to RSUs issued in connection with or subsequent to the Business Combination.

GAAP non-compensation expenses were $67.2 million for the six months ended June 30, 2022, compared with $60.7 million for the six months ended June 30, 2021. Adjusted non-compensation expenses were $63.2 million for the six months ended June 30, 2022, compared with $54.5 million for the six months ended June 30, 2021. The increase experienced in both GAAP non-compensation expenses and non-compensation expenses on an adjusted basis was primarily driven by an increase in travel and related expenses as pandemic-related restrictions ease, increased public company costs including D&O insurance, an increase in professional fees related to recruiting, and a bad debt reserve, partially offset by lower rent and occupancy costs as a result of lease extension renegotiation.

Provision for Income Taxes

Perella Weinberg Partners currently owns 47.53% of the operating partnership (PWP Holdings LP) and is subject to U.S. federal and state corporate income tax. Income earned by the operating partnership is subject to certain state and foreign income taxes.

Prior to the close of the Business Combination on June 24, 2021, all of our operating income was derived from the predecessor PWP entity and was not subject to U.S. corporate income tax.

For purposes of calculating adjusted if-converted net income, we have presented our results as if all partnership units had been converted to shares of Class A Common Stock, and as if all of our adjusted income for the period was subjected to U.S. corporate income tax. For the six months ended June 30, 2022, the effective tax rate for adjusted if-converted net income was 29.4%.

Balance Sheet and Capital Management

As of June 30, 2022, PWP had $265.1 million of cash, cash equivalents and short-term investments in U.S. Treasury Securities. The Firm has no outstanding indebtedness and has an undrawn revolving credit facility.

The Board of Directors of PWP has declared a quarterly dividend of $0.07 per share of Class A common stock. The dividend will be paid on September 12, 2022 to Class A common stockholders of record on September 2, 2022.

During the three months ended June 30, 2022, PWP net settled 52,759 share equivalents to satisfy tax withholding obligations at an average price per share of $6.80, and repurchased 6,267,904 shares at an average price per share of $6.97 in open market transactions pursuant to PWP’s Class A common stock repurchase program. The aggregate 6,320,663 shares were acquired at an average price per share of $6.97 for a total cost of $44.0 million.

During the six months ended June 30, 2022, PWP net settled 612,162 share equivalents to satisfy tax withholding obligations at an average price per share of $10.51, and repurchased 6,440,207 shares at an average price per share of $7.03 in open market transactions pursuant to PWP’s Class A common stock repurchase program which went into effect on March 25, 2022. The aggregate 7,052,369 shares were acquired at an average price per share of $7.33 for a total cost of $51.7 million.

Conference Call and Webcast

Management will host a webcast and conference call on Thursday, August 4, 2022 at 9:00 am ET to discuss PWP’s financial results for the second quarter ended June 30, 2022.

The conference call will be made available in the Investors section of PWP’s website at https://investors.pwpartners.com/.

The conference call can also be accessed by the following dial-in information:

Replay

A replay of the call will also be available on PWP’s website approximately two hours after the live call through August 11, 2022. To access the replay, dial (888) 562-2845 (Domestic) or (402) 220-7357 (International). The replay can also be accessed on the investors section of PWP’s website at https://investors.pwpartners.com/.

About PWP

Perella Weinberg Partners is a leading global independent advisory firm, providing strategic and financial advice to a broad client base, including corporations, institutions, governments, sovereign wealth funds and the financial sponsor community. The firm offers a wide range of advisory services to clients in the most active industry sectors and global markets. With approximately 600 employees, PWP currently maintains offices in New York, Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich, and San Francisco. The financial information of PWP herein refers to the business operations of PWP Holdings LP and Subsidiaries.

Additional Information

For additional information that management believes to be useful for investors, please refer to the latest presentation posted on the Investors section of PWP’s website at https://investors.pwpartners.com/.

Contacts

For Perella Weinberg Partners Investor Relations: [email protected]
For Perella Weinberg Partners Media: [email protected]

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with GAAP, we monitor certain non-GAAP financial measures to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that these non-GAAP financial measures are key financial indicators of our business performance over the long term and provide useful information regarding whether cash provided by operating activities is sufficient to maintain and grow our business. We believe that the methodology for determining these non-GAAP financial measures can provide useful supplemental information to help investors better understand the economics of our platform.

These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures. These non-GAAP financial measures are not universally consistent calculations, limiting their usefulness as comparative measures. Other companies may calculate similarly titled financial measures differently. Additionally, these non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine our non-GAAP financial measures in conjunction with our historical consolidated financial statements and notes thereto included elsewhere in this press release.

Management compensates for the inherent limitations associated with using these non-GAAP financial measures through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.

Cautionary Statement Regarding Forward Looking Statements

Certain statements made in this press release, and oral statements made from time to time by representatives of PWP are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding the expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

The forward-looking statements in this press release and oral statements made from time to time by representatives of PWP are based on current expectations and beliefs concerning future developments and their potential effects on the Firm. There can be no assurance that future developments affecting the Firm will be those that the Firm has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Firm’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in our Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on July 7, 2022 and the other documents filed by the Firm from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Firm undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

Three Months Ended
June 30,		 Six Months Ended
June 30,
2022 2021 2022 2021
Revenues $151,104 $255,520 $302,980 $425,322
Expenses
Compensation and benefits 90,587 164,404 177,832 273,874
Equity-based compensation 36,427 7,065 77,317 13,222
Total compensation and benefits 127,014 171,469 255,149 287,096
Professional fees 7,419 12,220 17,722 17,948
Technology and infrastructure 7,521 7,141 15,077 14,097
Rent and occupancy 5,378 6,593 11,107 13,295
Travel and related expenses 3,641 1,215 5,935 1,876
General, administrative and other expenses 6,491 3,674 11,766 5,878
Depreciation and amortization 2,653 3,722 5,596 7,602
Total expenses 160,117 206,034 322,352 347,792
Operating income (loss) (9,013) 49,486 (19,372) 77,530
Non-operating income (expenses)
Related party income 950 1,565 1,508 3,774
Other income (expense) 3,845 526 5,756 (1,328)
Change in fair value of warrant liabilities 10,094 948 22,100 948
Loss on debt extinguishment — (39,408) — (39,408)
Interest expense (69) (3,596) (137) (7,464)
Total non-operating income (expenses) 14,820 (39,965) 29,227 (43,478)
Income (loss) before income taxes 5,807 9,521 9,855 34,052
Income tax benefit (expense) (3,141) (521) (6,137) (2,545)
Net income (loss) 2,666 9,000 3,718 31,507
Less: Net income (loss) attributable to non-controlling interests (6,599) 21,499 (14,441) 44,006
Net income (loss) attributable to Perella Weinberg Partners $9,265 $(12,499) $18,159 $(12,499)
Net income (loss) per share attributable to Class A common shareholders (1)
Basic $0.21 $(0.29) $0.40 $(0.29)
Diluted $0.00 $(0.32) $(0.01) $(0.32)
Weighted-average shares of Class A common stock outstanding (1)
Basic 44,584,181 42,956,667 45,247,373 42,956,667
Diluted 90,688,871 94,013,583 91,953,077 94,013,583

(1) For the three and six months ended June 30, 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 June 30, 2021, the period following the Business Combination.

U.S. GAAP Reconciliation of Adjusted Results (Unaudited)
(Dollars in Thousands)

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Total compensation and benefits—GAAP $127,014 $171,469 $255,149 $287,096
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) (18,525) (7,065) (37,235) (13,222)
Public company transaction related incentives (2) (11,726) (1,473) (23,950) (1,638)
Adjusted total compensation and benefits $96,763 $162,931 $193,964 $272,236
Non-compensation expense—GAAP $33,103 $34,565 $67,203 $60,696
TPH business combination related expenses (3) (1,645) (1,645) (3,290) (3,290)
Business Combination transaction expenses (4) (302) (2,942) (589) (2,942)
Warrant Exchange transaction expenses (5) (125) — (125) —
Adjusted non-compensation expense (6) $31,031 $29,978 $63,199 $54,464
Operating income (loss)—GAAP $(9,013) $49,486 $(19,372) $77,530
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) 18,525 7,065 37,235 13,222
Public company transaction related incentives (2) 11,726 1,473 23,950 1,638
TPH business combination related expenses (3) 1,645 1,645 3,290 3,290
Business Combination transaction expenses (4) 302 2,942 589 2,942
Warrant Exchange transaction expenses (5) 125 — 125 —
Adjusted operating income (loss) $23,310 $62,611 $45,817 $98,622
Non-operating income (expense)—GAAP $14,820 $(39,965) $29,227 $(43,478)
Change in fair value of warrant liabilities (7) (10,094) (948) (22,100) (948)
Loss on debt extinguishment (8) — 39,408 — 39,408
Amortization of debt costs (9) 37 978 74 2,012
Adjusted non-operating income (expense) $4,763 $(527) $7,201 $(3,006)
Income (loss) before income taxes—GAAP $5,807 $9,521 $9,855 $34,052
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) 18,525 7,065 37,235 13,222
Public company transaction related incentives (2) 11,726 1,473 23,950 1,638
TPH business combination related expenses (3) 1,645 1,645 3,290 3,290
Business Combination transaction expenses (4) 302 2,942 589 2,942
Warrant Exchange transaction expenses (5) 125 — 125 —
Change in fair value of warrant liabilities (7) (10,094) (948) (22,100) (948)
Loss on debt extinguishment (8) — 39,408 — 39,408
Amortization of debt costs (9) 37 978 74 2,012
Adjusted income (loss) before income taxes $28,073 $62,084 $53,018 $95,616
Income tax benefit (expense)—GAAP $(3,141) $(521) $(6,137) $(2,545)
Tax impact of non-GAAP adjustments (10) (1,811) 151 (3,253) 151
Adjusted income tax benefit (expense) $(4,952) $(370) $(9,390) $(2,394)
Net income (loss)—GAAP $2,666 $9,000 $3,718 $31,507
Equity-based compensation not dilutive to investors in PWP or PWP OpCo (1) 18,525 7,065 37,235 13,222
Public company transaction related incentives (2) 11,726 1,473 23,950 1,638
TPH business combination related expenses (3) 1,645 1,645 3,290 3,290
Business Combination transaction expenses (4) 302 2,942 589 2,942
Warrant Exchange transaction expenses (5) 125 — 125 —
Change in fair value of warrant liabilities (7) (10,094) (948) (22,100) (948)
Loss on debt extinguishment (8) — 39,408 — 39,408
Amortization of debt costs (9) 37 978 74 2,012
Tax impact of non-GAAP adjustments (10) (1,811) 151 (3,253) 151
Adjusted net income (loss) $23,121 $61,714 $43,628 $93,222
Less: Adjusted income tax benefit (expense) $4,952 NM 9,390 NM
Add: If-converted tax impact (11) (8,004) NM (15,561) NM
Adjusted if-converted net income (loss) $20,069 NM $37,457 NM
Weighted-average diluted shares of Class A common stock outstanding 90,688,871 91,953,077
Weighted average number of incremental shares from assumed vesting of RSUs and PSUs (12) 41,654 168,435
Weighted-average adjusted diluted shares of Class A common stock outstanding 90,730,525 92,121,512
Adjusted net income (loss) per Class A share—diluted, if—converted (13) $0.22 NM $0.41 NM


Notes to U.S. GAAP Reconciliation of Adjusted Results:

(1)Equity-based compensation not dilutive to investors in PWP or PWP Holdings LP (“PWP OpCo”) includes amortization of legacy awards granted to certain partners prior to the Business Combination and PWP Professional Partners LP (“Professional Partners”) ACU and VCU awards. The vesting of these awards does not dilute PWP shareholders relative to Professional Partners as Professional Partners’ interest in PWP OpCo does not change as a result of granting those equity awards to its working partners.
(2)Public company transaction related incentives includes discretionary bonus payments as well as equity-based compensation for transaction-related RSUs which are directly related to milestone events that were part of the Business Combination process and reorganization. These payments were outside of PWP’s normal and recurring bonus and compensation processes.
(3)On November 30, 2016, we completed a business combination with Tudor, Pickering, Holt & Co., LLC (TPH), an independent advisory firm focused on the energy industry. TPH business combination related expenses include intangible asset amortization associated with the acquisition.
(4)Transaction costs that were expensed associated with the Business Combination as well as equity-based vesting for transaction-related RSUs issued to non-employees.
(5)Transaction costs that were expensed associated with the exchange offer and solicitation (together, the “Warrant Exchange”) relating to the Company’s outstanding warrants, which the Company commenced on July 22, 2022.
(6)See reconciliation below for the components of the consolidated statements of operations included in non-compensation expense—GAAP as well as Adjusted non-compensation expense.
(7)Change in fair value of warrant liabilities is non-cash and we believe not indicative of our core performance.
(8)Loss on debt extinguishment resulted from the payoff of the 7.0% Subordinated Unsecured Convertible Notes due 2026 in conjunction with the Business Combination.
(9)Amortization of debt costs is composed of the amortization of debt discounts and issuance costs, which is included in interest expense.
(10)The non-GAAP tax expense represents the Company’s calculated tax expense on adjusted non-GAAP income. It excludes the impact on income taxes of certain transaction-related items and other items not reflected in our adjusted non-GAAP results. It does not represent the cash that the Company expects to pay for taxes in the current periods.
(11)The if-converted tax expense represents the Company's calculated tax expense on adjusted non-GAAP income assuming the exchange of all partnership units for PWP Class A common stock, resulting in all of the Company’s income being subject to corporate-level tax.
(12)Assumed vesting of RSUs and performance restricted stock units (“PSUs”) as calculated using the treasury stock method and to the extent dilutive to Adjusted net income (loss) per Class A share—diluted, if-converted.
(13)Adjusted net income (loss) per Class A share—diluted, if-converted for the three and six month periods ended June 30, 2021 is not meaningful or comparative to GAAP diluted earnings per share, as it excludes activity prior to the Business Combination on June 24, 2021.


U.S. GAAP Reconciliation of Adjusted Results (Unaudited)
(Dollars in Thousands)

Three Months Ended June 30, 2022
U.S. GAAP Adjustments Adjusted
Professional fees $7,419 $(427)(1)$6,992
Technology and infrastructure 7,521 — 7,521
Rent and occupancy 5,378 — 5,378
Travel and related expenses 3,641 — 3,641
General, administrative and other expenses 6,491 — 6,491
Depreciation and amortization 2,653 (1,645)(2) 1,008
Non-compensation expense $33,103 $(2,072) $31,031
Three Months Ended June 30, 2021
U.S. GAAP Adjustments Adjusted
Professional fees $12,220 $(2,942)(1)$9,278
Technology and infrastructure 7,141 — 7,141
Rent and occupancy 6,593 — 6,593
Travel and related expenses 1,215 — 1,215
General, administrative and other expenses 3,674 — 3,674
Depreciation and amortization 3,722 (1,645)(2) 2,077
Non-compensation expense $34,565 $(4,587) $29,978
Six Months Ended June 30, 2022
U.S. GAAP Adjustments Adjusted
Professional fees $17,722 $(714)(1)$17,008
Technology and infrastructure 15,077 — 15,077
Rent and occupancy 11,107 — 11,107
Travel and related expenses 5,935 — 5,935
General, administrative and other expenses 11,766 — 11,766
Depreciation and amortization 5,596 (3,290)(2) 2,306
Non-compensation expense $67,203 $(4,004) $63,199
Six Months Ended June 30, 2021
U.S. GAAP Adjustments Adjusted
Professional fees $17,948 $(2,942)(1)$15,006
Technology and infrastructure 14,097 — 14,097
Rent and occupancy 13,295 — 13,295
Travel and related expenses 1,876 — 1,876
General, administrative and other expenses 5,878 — 5,878
Depreciation and amortization 7,602 (3,290)(2) 4,312
Non-compensation expense $60,696 $(6,232) $54,464

(1) Reflects an adjustment to exclude transaction costs associated with the Business Combination and the Warrant Exchange.

(2) Reflects an adjustment to exclude the amortization of intangible assets related to the TPH business combination.

* Throughout this release, adjusted figures represent Non-GAAP information. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.


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