Perella Weinberg Partners quarterly report, Q1 FY2021

Filing summary

Entity and period: The supplied filing is FinTech Acquisition Corp. IV’s unaudited Form 10-Q for the quarter ended March 31, 2021—not a quarterly filing by Perella Weinberg Partners. FinTech was a blank-check company pursuing a proposed business combination with PWP. Accordingly, these financial results describe the SPAC, not PWP’s operating business.

Business context and transaction

FinTech had not begun operating or generated significant revenue. Its activities comprised SPAC formation, the September 2020 IPO, and work toward the proposed PWP combination. The December 2020 agreement contemplated an Up-C structure, repayment of certain PWP debt and transaction expenses, and a $125 million PIPE investment for 12.5 million Class A shares, subject to closing conditions and shareholder redemptions. The filing gives no assurance the transaction would close.

Key financial metrics

MetricThree months ended March 31, 2021Prior-year comparison or balance-sheet date
RevenueNone reportedNone reported in Q1 2020
Formation and operating costs$858,892$993 in Q1 2020
Net income (loss)$4,903,480$(993) in Q1 2020
Noncash gain from lower warrant liability$5,756,700None reported in Q1 2020
Trust-account interest income$5,672None reported in Q1 2020
Cash used in operating activities$334,852$866 in Q1 2020
Cash outside the trust account$824,082$1,158,934 at December 31, 2020
Trust-account assets$230,011,533$230,005,861 at December 31, 2020
Total liabilities$22,727,704$27,958,416 at December 31, 2020
Stockholders’ equity$5,000,003$5,000,003 at December 31, 2020

Net income largely reflects the noncash warrant remeasurement gain, rather than operating performance. No operating margin is meaningful because the company reported no revenue. The SPAC reported no long-term debt; liabilities included $11.6 million of warrant liabilities and a $9.8 million deferred underwriting fee payable, due only if a business combination closes. The filing’s balance-sheet presentation lists current assets of $1,666,308, but the displayed cash and prepaid-expense amounts do not reconcile to that subtotal; the text does not provide a clear explanation.

Material changes, outlook and risks

  • Compared with Q1 2020, Q1 2021 costs increased substantially, while the reported loss turned into income primarily because of the warrant fair-value gain. Q1 2020 preceded the IPO and is not a like-for-like operating comparison.
  • During Q1, cash outside the trust account declined by $334,852. Management expected to use that cash for target search and transaction costs and said it did not then expect to need additional funds for operating expenditures, while warning actual costs or redemptions could create financing needs.
  • Management expected significant continued costs pursuing the business combination. There is no earnings or revenue guidance.
  • COVID-19 could negatively affect the SPAC’s financial position or target search; the specific impact was not readily determinable. The trust assets could also be exposed to third-party claims, and there was no assurance the sponsor could meet its related indemnification obligations.
  • The filing states that, on April 25, 2021, the company concluded previously issued 2020 financial statements should not be relied on because of warrant-accounting errors. Management said the noncash corrections did not affect previously reported cash, trust assets, total assets, revenue, or cash flows.
  • Management concluded disclosure controls were ineffective as of March 31, 2021 solely due to the warrant-accounting misapplication. It described remediation steps, including enhanced review of complex securities accounting. The filing reported no legal proceedings and no material changes to previously disclosed risk factors.

Important facts for investors to verify

  • Confirm the intended issuer: this filing is for FinTech Acquisition Corp. IV, not Perella Weinberg Partners.
  • Review PWP’s own financial statements for its revenue, profitability, cash flows, debt, liquidity, and operating outlook; those figures are not provided here.
  • Check the subsequent status and final terms of the proposed business combination, PIPE financing, redemptions, and deferred underwriting fees.
  • Review the warrant-accounting restatement and remediation disclosures, and confirm whether the stated control weakness was later resolved.
  • Reconcile the reported current-assets subtotal with its component balances.