Perella Weinberg Partners (PWP) 2022 Q4 法說會逐字稿

Good morning and welcome to the Perella Weinberg Partners full-year and fourth-quarter 2022 earnings conference call. (Operator Instructions) This conference is being recorded. At this time, I'd like to turn the conference over to Taylor Reinhardt, Head of Investor Relations. Please go ahead.

Thank you, operator, and welcome to our full-year and fourth-quarter 2022 earnings call. Joining me today are Peter Weinberg, Founding Partner and Chairman; Andrew Bednar, Chief Executive Officer; and Gary Barancik, Chief Financial Officer.

A replay of this call will be available through the investor's page of the company's website approximately two hours following the conclusion of this live broadcast through February 16, 2023. For those who listen to the rebroadcast of this presentation, we remind you that the remarks made herein are as of today, February 9, 2023, and have not been updated subsequent to the initial earnings call.

Before we begin, I'd like to note that this call may contain forward looking statements, including PWP's expectations of future financial and business performance and conditions and industry outlook. Forward-looking statements are inherently subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those discussed in the forward-looking statements and are not guarantees of future events or performance.

Please refer to PWP's most recent SEC filings for a discussion of certain of these risks and uncertainties. The forward-looking statements are based on our current beliefs and expectations, and the firm undertakes no obligation to update any forward-looking statements.

During the call, there will also be a discussion of some metrics, which are non-GAAP financial measures, which management believes are relevant in assessing the financial performance of the business. PWP has reconciled these items to the most comparable GAAP measures in the press release filed just -- today's Form 8-K, which can be found on the company's website. I will now turn the call over to Peter Weinberg to discuss our results.

Thank you, Taylor. Good morning, everybody, and thank you all for joining us on our earnings call. I will take a few moments to review our 2022 results and accomplishments and then turn the call over to Andrew and Gary to discuss outlook and financials respectively.

Before I start though, I just wanted to acknowledge that we lost one of our colleagues who prematurely passed away very recently. He was a friend and a member of the PWP family. And I wanted to take a moment to acknowledge his passing and reiterate our deepest condolences to his family.

So this morning, we reported full-year revenues of $632 million, adjusted pretax income of $98 million, and adjusted EPS of $0.78 a share. Our top line results, while down 21% versus the prior year's record performance, are strong in the context of the tumultuous environment of 2022, an achievement which speaks to the tenacity of our team and the commitment of our clients within a challenged market backdrop.

Within our traditional M&A business, and in line with market trends, we experienced a broad-based contraction in activity levels across industries. That said, industrials, financial, technology and health care represent positive performance. While European M&A faced many headwinds this year, the completion of a few large deals on our platform supported stable absolute revenue contribution from this geography year over year.

Fees attributed to our financing and capital solutions business, which includes global restructuring, capital markets, advisory and private capital placement, were up in 2022, a trend we hope to see continue as we further invest in this business and diversify the scope of our client solutions. Andrew will speak more to the importance of this growth opportunity shortly.

To me, as both the founder and shareholder, the value of our franchise is measured by more than just financial metrics. And I would like to quickly touch on a few of these items, which defined our success during the year.

In 2022, we were a trusted adviser on the largest bankruptcy, largest completed take-private, the largest public debt restructuring in US history and several complex spinoffs. We were involved in some of the most significant M&A transactions, both in the US and Europe and solidified our position as a preeminent ESG adviser, an area of focus for our clients across industries and geographies.

These high-profile deals are not only great for our brand, they also showcase our commitment to broadening our product suite and moving our capabilities and competence beyond traditional advisory.

We continued to invest in top-notch senior talent and cultivate talent from within. As of December 31, 2022, we had 64 partners and 47 managing directors in our advisory business. These figures include eight partners and 14 Managing Directors, who were added to the platform in 2022, both as lateral hires and internal promotes.

Through external hiring, we have broadened our product sector and geographic reach and have begun realizing synergies across the business. The future productivity potential from these newly made partners and MDs alone is tremendous.

And finally, we acted on our commitment to return capital, in total returning north of $100 million in 2022. After announcing a $100 million share repurchase authorization in February of 2022, we have deployed approximately 75% of it in under a year's time, and we announced this morning an incremental $100 million authorization.

Our new authorization reflects our continued commitment to our capital return objectives. We have also paid out a consistent quarterly dividend of $0.07 a share and further mitigated dilution via net settlement of vesting employee RSUs.

While this is my last earnings call, I will remain very involved in the firm as Chairman of the Board of Directors and as an active partner. Andrew has my full support and I strongly believe PWP's best days lie ahead. On that note, Andrew, I will turn it over to you.

Thank you Peter, for your dedication and leadership and for your continued partnership. Today, I'm honored and excited to be speaking with all of you on my first call as CEO.

The firm's accomplishments, as Peter just outlined, are quite remarkable given the structural headwinds we and our industry faced in 2022. Throughout the year, the narrative from us and our peers was largely aligned. We are in a more challenging operating environment, client dialogue remains active and gross backlogs are full, but there is significant elongation and increased risk within transaction completion timelines.

Over the past few months, we have started to see a subtle yet important shift in client behavior and in confidence levels. As we have alluded to before, when markets gain some clarity, as is happening real time on rates and inflation, parties explore transactions in pursuit of their strategic priorities.

To be sure, the market is still turbulent, financing is more difficult and comes at a higher cost than we have all become accustomed to, and transactions still need to get from announcement to close. But it does feel like the range of uncertainty has narrowed and that is a step in the right direction.

Looking beyond this quarter, let me speak to our strategy. Our singular focus is and will continue to be providing financial and strategic solutions to our clients across our platform, especially in connection with their most complex financial and strategic challenges.

Our focus is on scaling the franchises we've already built, so we can broadly serve the needs of our current clients while also expanding our client footprint. Senior external hires who can broaden our industry and product expertise will be the key to above market growth, as will top performers who rise through our ranks internally.

Our advisory partner MD count today of 65 and 51 respectively, reflects the 2023 elevation of a number of individuals who embody PWP values of trust, integrity and teamwork, who are well respected by the colleagues and clients, and who will contribute to our top line going forward.

Expanding and optimizing our financing and capital solutions business was a priority in 2022 and will continue to be a focus in 2023. As the complexity of capital markets has increased, so too has demand for independent advice around financing and capital structure, both in the context of M&A transactions as well as stand-alone. We made several important hires in this area and their close collaboration with industry sector bankers will ensure that we are leveraging the combined expertise of our teams to provide the best advice to our clients.

As we further scale our platform and expand our client footprint and our capabilities, our revenue streams become larger and more diversified, allowing us to realize operating leverage and grow earnings. I have discussed with our team internally the importance of goal setting, continuous improvement and delivering for our stakeholders from clients to shareholders.

As we continue to execute against our strategic priorities, we have set a first financial objective of achieving annual revenues in excess of $1 billion. At $1 billion in revenue, we can more efficiently leverage our infrastructure to drive profitability and create shareholder value as well as attractively compensate our team for their performance and enhance our ability to invest in new talent. Each of our senior bankers has an individual performance metric. But now all of us have a firm-wide revenue objective as well.

Gary, I will now turn the call over to you to discuss our results in more detail.

Thank you, Andrew. As it pertains to our fourth-quarter revenue, the surprise to the upside versus our previous expectation can be attributed to some seasonality experienced across the firm, as well as the timing of a few large key events, and once again demonstrates how difficult it can be to predict a quarter's performance in our business. We do not expect our first-quarter results to benefit from seasonality as our fourth quarter did.

As a reminder, my following comments will focus on non-GAAP metrics, which we believe are relevant in assessing the financial performance of the business. Our GAAP measures and a reconciliation of GAAP to adjusted results can be found in our earnings press release, which is on our website.

On the expense side, our adjusted compensation margin of 66.7% for 2022 is above where we accrued during the first nine months of the year. As I discussed on our third-quarter earnings call, in setting our compensation margin for the fourth quarter and the year, we carefully consider the business performance, market environment and the compensation levels needed to attract and retain key talent and decided a modest increase, but still within our medium-term guidance of mid 60's was prudent for the full year 2022.

We view this investment in our team and our platform as the most important type of CapEx decision we can make in a talent-driven business, and one which should further our long-term value creation. As a result of setting our full-year compensation margin at 66.7%, together with our third-quarter year-to-date accruals at 64%, our effective fourth-quarter ratio was 73.2%.

Our adjusted non-compensation expense was $123 million for the full year 2022, flat year over year and $32 million for the fourth quarter, down 9% from the same period last year. Our full-year non-comp spend came in lower than expectations provided on the third-quarter earnings call and well below our expectations at the beginning of 2022.

Specifically, our fourth-quarter expense benefited from lower legal recruiting and other professional fees than we had forecast. Throughout 2022, we were able to realize cost savings and reduced legal consulting and D&O insurance spend as our tenure as a public company grew, and lower rent and D&A expense as our headquarter locations reached the end of their initial lease terms.

As it pertains to 2023, we expect an increase in non-comp spending of approximately 15% to 20% over this past year due to an anticipated overlapping of GAAP rent in New York; a step-up in depreciation expense related to our new headquarters; an increase in legal expenses and technology-related investments; some assumed continued increase in travel and related spend; continued investment in talent and inflationary pressures. That said, and as 2022 demonstrated, we continue to look for opportunities to realize cost savings, especially in more challenging operating environments.

Let me briefly provide an update on our London and New York headquarters projects. We moved into our new London headquarters this past Monday and 2023 rent expense related to that office will approximate our go-forward run rate. Our New York headquarters renovation is underway, and we expect it to be completed by the fourth quarter.

We should have approximately three quarters of overlapping rent in our swing space as we renovate. In both locations, we have free rent periods which mitigate the cost of overlapping rent and build-out cost. As mentioned previously, both leases were secured on attractive terms, increasing our overall square footage in those offices by approximately 20% with no increase in 2023 or 2024 rent expense versus 2021. The new construction work will drive a material increase in the depreciation expense component of our non-comp expense in 2023 and beyond.

We reported adjusted operating income of $87 million for 2022 and $17 million for the fourth quarter. Adjusted operating margins were 13.8% and 9.2%, respectively. Our adjusted nonoperating income of approximately $11 million for the full year included nearly $7 million in net gains related to FX revaluation and realizations.

During the fourth quarter, the relative weakening of the US dollar translated into unrealized FX losses for our quarterly P&L and reversed some of the net FX gains earlier in the year. As noted in prior quarters, we believe the majority of the net FX gains reported in 2022 have no economic substance to our business as they are the result of a revaluation of US dollar denominated cash and inter-company receivables and payables held by our foreign subsidiaries.

Adjusted net income totaled $82 million for 2022 and $12 million for the fourth quarter. Our adjusted if-converted net income was $70 million and $10 million respectively and presents our results as if all partnership units had converted to shares of common stock. Adjusted diluted if-converted net income per Class A share was $0.78 for the full year and $0.11 for the three months ended December 31, 2022. For the year-to-date period, our adjusted as-if-converted tax rate was approximately 28%, relatively in line with our expectation at September 30.

Turning to capital management, in 2022, we returned $104 million through the repurchase of approximately 9.5 million shares in the open market; the net settlement of more than 1 million shares to satisfy tax obligations in lieu of share issuances; and the payment of $25.7 million in pro rata distributions to limited partners, which allowed PWP to pay dividends of $12.8 million to its Class A shareholders. Year to date 2023, we've remained active in the open market and have deployed an additional $5 million in share repurchases.

The Board has declared a quarterly dividend of $0.07 per share payable on March 10, 2023, to holders of record as of February 28, 2023. As of December 31, 2022, we held $312 million of cash, cash equivalents and short-term investments in US Treasury securities, we have no debt and have an undrawn revolving credit facility.

With that, we'll now turn the call back to the operator to open the line for questions.

(Operator Instructions) Devin Ryan, JMP Securities.

Hey. Good morning, Peter, Andrew and Gary. Thanks for taking the questions.

Good morning.

Hi, David.

Hi. I guess maybe just want to start on the current operating environment. You guys were, I think, early last year to point out some of the turn in sentiment. And appreciate that the environment remains uncertain, but good to hear about maybe some of the recent improvement that you're seeing in sentiment. So it'll be great maybe just add a little bit more context on how that's evolving, whether geographically Europe versus US activity, corporates versus sponsors.

I'm just trying to get sense of if that's kind of a blanket comment of what you're seeing, maybe some of maybe the recent green shoots? Or are there some different themes that are emerging amongst either geographies or product types or client types? Thanks.

Yep, sure, Devin. So I think last year, as I mentioned in the comments upfront, there was a very consistent alignment with our peers in that there's is a relatively unconstructive macro backdrop for 2022. I think that in the first few weeks of '23, I'd say the macro backdrop has improved. It's less on constructive, but I wouldn't say that it's incredibly positive going into '23. We still have a lot of headwinds that we and the peer group will grapple with.

I think financing markets are opening, but they're not open. And so you do have windows of open credit. You've had a bit of rallying here in the first couple weeks, but it's very, very different from the 2021 backdrop where you had wide-open credit markets, not only in availability and size, but also at very attractive rates. And so that does tend to sideline financial sponsors and credit oriented acquisition activity.

And so we're seeing a bit of a retrenchment for sure in sponsor activity, I think that's very natural when you have had such a rapid change in the rate environment. You have typically buyers resetting on valuation faster than sellers. And so that is a very natural disruption. I think that will change -- PE will have to deploy capital. That's their job. And I do think it will come back.

With respect to corporates, it's an interesting environment that we see because they're seeing less sponsors competing for assets that have been on their wish list for many years and find themselves flush with cash and decent valuations.

And so from a corporate of buyer perspective, it's actually a quite attractive environment, and that's why I think you hear from us that overall client activity, especially within our core base of clients in the corporate world, it's very, very active dialogue. So we're encouraged by that level of dialogue that's been ongoing, and you're starting to see some of the plumbing that's been backed up in that market unclog.

And then lastly, you had a question, I think about just European, the rest of world versus US, not really seeing a big difference in activity there. It's pretty balanced in terms of our historic contributions from both Europe and the US.

I do think, as I said in my upfront comments, the range of uncertainty of outcomes has narrowed. With respect to rates, we're on the back half of these rate increases, it seems. And with respect to Europe, I think the worst-case scenarios that were outlined post-the invasion of Ukraine have really turned out to be significantly better than, again, those worst-case scenarios, which takes away a lot of uncertainty.

Okay, great color there. Thank you. Just as a follow up, Andrew, on the $1 billion revenue goal, just want to get a little more context there. What do some of the profitability metrics potentially look like at that lower revenue?

I appreciate your -- you have more to pay, et cetera, but like how should we think about your maybe what the comp ratio trend could look like? And then also, would you need a meaningfully larger infrastructure to get there, which you would imply in meaningfully higher non-comp costs? Just trying to think about what that $1 billion means for actually profitability?

Yes, sure. So I don't think our long-term comp margin target of mid 60s, which we've outlined historically, both in our original IPO process and then with you all on our quarterly calls, changes as we move through that initial revenue target. I think what does drive bottom-line earnings is that we have enormous operating leverage in non-comp. And so I don't see a material increase in non-comp required for us to achieve a consistent $1 billion-plus revenue target.

All right, great. I'll leave it there, hop back in the queue, but thanks very much.

Thanks, Devin.

James Yaro, Goldman Sachs.

Good morning. I just wanted to touch on the restructuring backdrop that you're seeing at this point. You talked about financing markets opening, but not being fully open. Has this impacted restructuring? And do you think it's a risk to that restructuring backdrop at this -- if markets fully reopen?

Yes. Thanks for the question, James. We have seen a very significant increase in our overall capital solutions and financing business. So within our financing and capital solutions business, that includes restructuring, liability management, debt advisory and private capital markets business.

That generally has picked up quite significantly through the course of fourth quarter and continues in Q1. I think credit markets are going to remain volatile. As I mentioned upfront, there are windows that are opening and closing. We don't have a consistently open market.

We also have realized within our corporate client base; we have a number of finance executives and CFOs that have really not seen this type of market. And in fact, many of us haven't with such a rapid rise in rates. And so much of the market hanging on to every Fed word.

And so that's a challenge of where executives that need to think about their financing are seeing a market where they need some help and guidance, and our teams are providing that guidance. And we're able to be involved in transactions where it's not just call 911, I have a potential bankruptcy, but extends much further beyond that to perfectly healthy companies that need assistance in accessing markets and managing maturities.

That's very clear. I just wanted to touch on the capital return priorities from here. You did increase the share repurchase authorization this quarter by, I think, $100 million. So when you just thinking about the cadence of capital return, should we expect buybacks to operate -- or to be at this [40-22] level or could they increase or decrease from here? And then is there any ability to contextualize a minimum cash balance that you think about -- that you feel comfortable operating at?

Hi, James, it's Gary. I'll take those questions. We don't comment on the cadence of forward-looking repurchases. What we've said in the past, and it's really true, is we do look at a number of factors. You saw -- if you looked at last year, for example, if you saw the cadence from the time of the announced, it was heaviest in the second quarter, which is when our stock price was at a much lower place. So obviously that is one factor.

We look at our overall cash needs, cash balances, other needs for investment, and we're mindful of the liquidity in our stock as well. We want to make sure that we have sufficient liquidity that we can attract new investors into the name. So those are all things that we think about when we consider the cadence of it.

In terms of cash balances, again, we haven't provided an explicit target on what that minimum is. You can look at -- if you look at historically quarter by quarter where we've been, and you look at cash net of accrued comp liability, which is the biggest seasonal factor that we have, you can get some sense of where that number has hovered around it.

At year end, for example, we had $312 million of cash, cash equivalents and marketable securities. And net of those -- accrued comp liability, the number was about $100 million at that time. And so obviously we have working capital needs. We have -- want to keep some dry powder for just both changes in the market condition opportunities and so forth. But, that's where we ended the year.

Okay. Thank you both for taking my questions.

Thank you.

Steven Chubak, Wolfe Research.

Hi, good morning. So, Andrew, I was hoping that you might provide, as a follow-up to Devin's earlier question, just some additional color on some of the assumptions underpinning that $1 billion revenue target. It didn't sound like you provided any explicit timetable for when you could get there.

I was hoping you could just speak to your expectation around industry fee pool growth that would support that target and your partner growth and productivity per partner. Just trying to get a sense as to the same store versus new store dynamics that are underpinning that target?

Yes, sure. So as I mentioned, it's not a time-based target. It is something that we are working on. Usually when we set an objective, it's post haste around here. So our expectation and hope is that we drive to those targets as quickly as possible. But we have not set a specific time requirement against it.

I think it's just important as we evolve from private partnership to now public enterprise. And we have a broad group of stakeholders, even though the partnership and employees own 51% of the firm, it's important to have these cuts and metrics for our public stakeholders. So that was a key reason why we wanted to set that objective.

I think in terms of how we get there, we will continue to drive partner productivity, but also our MD productivity, which has been significantly improving over the years as we've made select hires. And we've also, I think, done a better job at developing our non-partner talent. We also have six US major industry groups. And if you think about contribution from each of those groups at $150 million-plus, we could see getting to our $1 billion target.

And with respect to adding additional client coverage, as I said upfront, our plan on hiring is about increasing our client footprint. We view ourselves as a small firm with a big brand, and we have a tremendous opportunity to acquire talent and add talent to our platform that does business consistent with our values and can help us drive our business and achieve those revenue metrics that I outlined.

That's really helpful color, Andrew. And for my follow-up, maybe for Gary, just trying to understand some of the comp dynamics a bit better and how we should think about the outlook for comp from here. And I wanted to frame it in the context of the original SPAC presentation that you provided.

It had three-year management forecasts. And interestingly, the 2022 revenue bogey that you outlined at that time, I -- maybe it wasn't a guide or objective, but at least indication as to what that revenue trajectory might look like, was actually similar to what materialized this year on that around [600] for $30 million-some-odd or so.

And you indicated in that environment, you could sustain a 64% comp ratio and moderate the pace of non-comp growth. So recognizing that it is a tougher inflationary backdrop, it's just not clear to us what factors have limited your ability to manage both the comps. And based on the outlook you just provided, some of the non-comps a bit better, versus what was contemplated in some of those original targets. So I was hoping for some additional context there.

Yes, Steve, I guess just one point to clarify at the time -- this is late 2020, when we were -- prior to the de-SPAC transaction, we were providing some estimates of forward projections. We were very clear that our comp ratio target for the midterm was mid-60s, and we had to pinpoint estimates just to illustrate something in the projections. And that was the best view that we had at the time.

So we're today in a market environment that we can actually -- we actually see what environment we're in today. We know where we are in partners, how many new partners are on the platform and where they are. We know what the competitive environment is like to attract and retain people. And so that -- we made that judgment for this past year.

On a prospective basis, as I think Andrew made the comment earlier, we're not deviating from that mid-60s guidance. But where we land exactly is going to reflect the environment and where we see things. And obviously, for the -- when we report our first-quarter results we'll need to put a stake in the ground on our best view at the time on where we'll be accruing for the full year. We don't have that today, but obviously we will on our next earnings call.

Helpful color, Gary. Thanks so much for taking my questions.

Thank you.

Thanks, Steve.

Matt Moon, KBW.

Good morning, guys.

Good morning.

So, just one for me. Thinking about the backdrop in the environment, obviously, there's a lower number of deal activity making it across the finish line. And you've also spent a lot of this past year or so cleaning up the capital structure and having that behind you.

So just curious from here how we should be thinking about your willingness to grow potentially inorganically. And maybe how we should think about it -- areas of potential focus with respect to that kind of potential inorganic growth?

Yes, sure, Matt. Thanks for the question. So a couple of things about just organic growth, and then I'll speak to inorganic growth. We have -- almost a third of our partnership is on the platform less than three years. And so we think that represents significant embedded growth within the firm today. And this is an area where we invest and it's part of the reason we took up our comp ratio because we need to invest behind our teams. And that's our CapEx and we think that represents significant future revenue that's already on the platform.

Our workforce management will be continuous as we again drive the productivity of our teams, but also look to the outside to expand our client footprint. So in industries where it's adjacent to our core six industry groups, we will continue to add talent that increases our client footprint. We'll also selectively hire in areas that enhance our product capabilities. And that's both here in the US as well as in Europe.

Okay, great. And then one for Gary, just I appreciate the non-comp growth guidance, especially '23. I know a lot of that is baked in, just given the duplicative rent expense and the higher D&A on the build outs. But just curious what kind of operating environment and revenue backdrop we should be considering that's underlying that 15% to 20% year-on-year growth guidance. Just wondering on what environment in particular we're looking at for that assumption?

I think what we are really assuming in that is that we're not assuming a dramatic change in the operating environment, but we are assuming that this is a very attractive business to be in over the long term, and we're continuing to invest in the business with that in mind.

So while we've certainly tried to moderate some of our non-comp expenses for things that will not impact growth in the business, we actually are still continuing to invest in things that support our people in some areas of technology and some of that is driven there. Some of it is inflation and some of it is just headcount growth, which has been reasonably significant as we've invested in our business here over the last few years.

Okay, great. Thanks, guys.

Thanks, Matt.

Thank you. This concludes the Q&A portion of today's call. I would now like to turn the call back over to Andrew Bednar for any additional or closing remarks.

Great. Thank you, operator, and thank you all for joining. I also just wanted to recognize the tremendous performance of our team, all of our partners, all the rest of our teammates that have worked extremely hard during a very challenging operating environment and continue to deliver for our clients and for all of our stakeholders. So thank you, and we'll talk to you on our next call.

Ladies and gentlemen, this concludes the Perella Weinberg Partners full-year and fourth-quarter 2022 earnings call and webcast. You may disconnect your line at this time and have a wonderful day.