PJT Partners Inc. Reports Third Quarter and Nine Months 2020 Results
PJT Partners reported significant growth in its third quarter 2020 financial results, achieving Total Revenues of $297.6 million, a 71% increase year-over-year. GAAP Net Income rose to $58.1 million from $14.8 million in Q3 2019, with GAAP Diluted EPS at $1.22 versus $0.28. For the nine months ended September 30, 2020, Revenues increased 56% to $730.3 million, driven by substantial gains in Advisory and Placement Revenues. The firm maintained a solid cash position of $367 million with no funded debt. A quarterly dividend of $0.05 per share was declared, payable on December 16, 2020.
- Total Revenues of $297.6 million, up 71% YoY.
- GAAP Net Income increased to $58.1 million compared to $14.8 million last year.
- GAAP Diluted EPS rose to $1.22 from $0.28 in Q3 2019.
- For nine months, Revenues grew 56% to $730.3 million.
- Significant growth in Advisory Revenues, up 80% for Q3.
- Cash position of $367 million with no funded debt.
- Declared quarterly dividend of $0.05 per share.
- Compensation and Benefits expense rose to $196.9 million in Q3 2020 from $123.0 million in Q3 2019.
NEW YORK--(BUSINESS WIRE)--PJT Partners Inc. (the “Company” or “PJT Partners”) (NYSE: PJT) today reported Total Revenues of
Total Revenues for the nine months ended September 30, 2020 were
Revenues
The following table sets forth revenues for the three and nine months ended September 30, 2020 and 2019:
|
|
Three Months Ended
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
|
|
2020 |
|
|
2019 |
|
|
% Change |
|
||||||
|
|
(Dollars in Millions) |
|
||||||||||||||||||||||
Revenues |
|
|
|
||||||||||||||||||||||
Advisory |
|
$ |
262.4 |
|
|
$ |
146.1 |
|
|
|
|
|
|
$ |
611.5 |
|
|
$ |
383.6 |
|
|
|
|
||
Placement |
|
|
31.8 |
|
|
|
25.6 |
|
|
|
|
|
|
|
106.0 |
|
|
|
77.6 |
|
|
|
|
||
Interest Income & Other |
|
|
3.4 |
|
|
|
2.6 |
|
|
|
|
|
|
|
12.7 |
|
|
|
7.8 |
|
|
|
|
||
Total Revenues |
|
$ |
297.6 |
|
|
$ |
174.2 |
|
|
|
|
|
|
$ |
730.3 |
|
|
$ |
469.0 |
|
|
|
|
||
Three Months Ended
Total Revenues increased
Advisory Revenues increased
Placement Revenues increased
Nine Months Ended
Total Revenues increased
Advisory Revenues increased
Placement Revenues increased
Interest Income & Other was
Expenses
The following tables set forth information relating to the Company’s expenses for the three and nine months ended September 30, 2020 and 2019:
|
|
Three Months Ended September 30, |
|
|||||||||||||
|
|
2020 |
|
|
2019 |
|
||||||||||
|
|
GAAP |
|
|
As Adjusted |
|
|
GAAP |
|
|
As Adjusted |
|
||||
|
|
(Dollars in Millions) |
|
|||||||||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and Benefits |
|
$ |
196.9 |
|
|
$ |
193.4 |
|
|
$ |
123.0 |
|
|
$ |
111.5 |
|
% of Revenues |
|
|
66.2 |
% |
|
|
65.0 |
% |
|
|
70.6 |
% |
|
|
64.0 |
% |
Non-Compensation |
|
$ |
30.6 |
|
|
$ |
28.2 |
|
|
$ |
31.4 |
|
|
$ |
29.2 |
|
% of Revenues |
|
|
10.3 |
% |
|
|
9.5 |
% |
|
|
18.0 |
% |
|
|
16.8 |
% |
Total Expenses |
|
$ |
227.5 |
|
|
$ |
221.6 |
|
|
$ |
154.4 |
|
|
$ |
140.7 |
|
% of Revenues |
|
|
76.4 |
% |
|
|
74.5 |
% |
|
|
88.6 |
% |
|
|
80.8 |
% |
Pretax Income |
|
$ |
70.1 |
|
|
$ |
76.0 |
|
|
$ |
19.8 |
|
|
$ |
33.5 |
|
% of Revenues |
|
|
23.6 |
% |
|
|
25.5 |
% |
|
|
11.4 |
% |
|
|
19.2 |
% |
|
|
Nine Months Ended September 30, |
|
|||||||||||||
|
|
2020 |
|
|
2019 |
|
||||||||||
|
|
GAAP |
|
|
As Adjusted |
|
|
GAAP |
|
|
As Adjusted |
|
||||
|
|
(Dollars in Millions) |
|
|||||||||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and Benefits |
|
$ |
485.7 |
|
|
$ |
474.7 |
|
|
$ |
337.4 |
|
|
$ |
300.2 |
|
% of Revenues |
|
|
66.5 |
% |
|
|
65.0 |
% |
|
|
71.9 |
% |
|
|
64.0 |
% |
Non-Compensation |
|
$ |
91.3 |
|
|
$ |
85.0 |
|
|
$ |
98.3 |
|
|
$ |
92.1 |
|
% of Revenues |
|
|
12.5 |
% |
|
|
11.6 |
% |
|
|
21.0 |
% |
|
|
19.6 |
% |
Total Expenses |
|
$ |
577.0 |
|
|
$ |
559.7 |
|
|
$ |
435.7 |
|
|
$ |
392.3 |
|
% of Revenues |
|
|
79.0 |
% |
|
|
76.6 |
% |
|
|
92.9 |
% |
|
|
83.6 |
% |
Pretax Income |
|
$ |
153.3 |
|
|
$ |
170.6 |
|
|
$ |
33.3 |
|
|
$ |
76.7 |
|
% of Revenues |
|
|
21.0 |
% |
|
|
23.4 |
% |
|
|
7.1 |
% |
|
|
16.4 |
% |
Compensation and Benefits Expense
Three Months Ended
GAAP Compensation and Benefits Expense was
Nine Months Ended
GAAP Compensation and Benefits Expense was
Non-Compensation Expense
Three Months Ended
GAAP Non-Compensation Expense was
GAAP and Adjusted Non-Compensation Expense decreased during the current quarter compared with the prior year quarter, primarily driven by a decrease in Travel and Related and partially offset by an increase in Other Expenses. Travel and Related decreased due to reduced travel and entertainment activity stemming from the global health crisis. Other Expenses increased
Nine Months Ended
GAAP Non-Compensation Expense was
GAAP and Adjusted Non-Compensation Expense decreased during the nine months compared with the same period a year ago, primarily driven by decreases in Travel and Related as well as Professional Fees, and partially offset by increases in Other Expenses and Occupancy and Related. Travel and Related decreased due to reduced travel and entertainment activity stemming from the global health crisis. Other Expenses increased
Provision for Taxes
As of September 30, 2020, PJT Partners Inc. owned
In calculating Adjusted Net Income, If-Converted, the Company has assumed that all outstanding Class A partnership units in PJT Partners Holdings LP (“Partnership Units”) (excluding the unvested partnership units that have yet to satisfy certain market conditions) have been exchanged into shares of the Company’s Class A common stock, subjecting all of the Company’s income to corporate-level tax.
The effective tax rate for Adjusted Net Income, If-Converted for the nine months ended September 30, 2020 was
Capital Management and Balance Sheet
As of September 30, 2020, the Company held cash, cash equivalents and short-term investments of
On April 24, 2019, the Company’s Board of Directors authorized the repurchase of shares of the Company’s Class A common stock in an amount up to
During the third quarter 2020, the Company repurchased 289,255 shares of Class A common stock pursuant to the share repurchase program, repurchased 202,384 Partnership Units for cash pursuant to the quarterly exchange program and net share settled 2,554 shares to satisfy employee tax obligations. In aggregate during the third quarter 2020, the Company repurchased an equivalent of 494,193 shares at an average price of
The Company intends to repurchase 1.1 million Partnership Units for cash on November 3, 2020 at a price to be determined by the volume-weighted average price per share of the Company’s Class A common stock on October 29, 2020.
Dividend
The Board of Directors of PJT Partners Inc. has declared a quarterly dividend of
COVID-19 Impact on Operations
The vast majority of the Company’s employees have been working remotely since mid-March 2020. There have been no material changes to the Company’s internal controls as a result of this working environment. The Company has undertaken steps to allow a limited number of employees to return to office locations on a voluntary basis, following safety protocols from health advisors and the respective governmental agencies. The Company is prepared to continue operating in a remote work environment for the foreseeable future, if necessary.
Quarterly Investor Call Details
PJT Partners will host a conference call on October 27, 2020 at 8:30 a.m. ET to discuss its third quarter 2020 results. The conference call can be accessed via the internet on www.pjtpartners.com or by dialing +1 (866) 548-4713 (U.S. domestic) or +1 (720) 543-0206 (international), passcode 7234131. For those unable to listen to the live broadcast, a replay will be available following the call at www.pjtpartners.com or by dialing +1 (888) 203-1112 (U.S. domestic) or +1 (719) 457-0820 (international), passcode 7234131.
About PJT Partners
PJT Partners is a premier global advisory-focused investment bank. Our team of senior professionals delivers a wide array of strategic advisory, strategic capital markets, restructuring and special situations, shareholder advisory, and private fund advisory and fundraising services to corporations, financial sponsors, institutional investors and governments around the world. We offer a unique portfolio of advisory services designed to help our clients achieve their strategic objectives. We also provide, through PJT Park Hill, private fund advisory and fundraising services for alternative investment managers, including private equity funds, real estate funds and hedge funds. To learn more about PJT Partners, please visit our website at www.pjtpartners.com.
Forward-Looking Statements
Certain material presented herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include certain information concerning future results of operations, business strategies, acquisitions, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “opportunity,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (a) changes in governmental regulations and policies; (b) the possibility of cyberattacks, security vulnerabilities, and internet disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions; (c) the possibility of failure of the Company’s computer systems or communication systems during a catastrophic event, including as a result of the increased use of remote work environments and virtual platforms during the outbreak of COVID-19 (coronavirus); (d) the impact of catastrophic events, such as COVID-19, on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business failures; (e) the impact of catastrophic events, such as COVID-19, on the Company’s employees and the Company’s ability to provide services to its clients and respond to their needs; (f) the failure of third-party service providers to perform their functions; and (g) volatility in the political and economic environment.
Any of these factors, as well as such other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the three months ended June 30, 2020, in each case filed with the United States Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in the Company’s periodic filings with the SEC, accessible on the SEC’s website at www.sec.gov, could cause the Company’s results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that the Company is unable to predict at this time or that are not currently expected to have a material adverse effect on its business. Any such risks could cause the Company’s results to differ materially from those expressed in forward-looking statements.
Non-GAAP Financial Measures
The following represent key performance measures that management uses in making resource allocation and/or compensation decisions. These measures should not be considered substitutes for, or superior to, financial measures prepared in accordance with GAAP.
Management believes the following non-GAAP measures, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results: Adjusted Pretax Income; Adjusted Net Income; Adjusted Net Income, If-Converted, in total and on a per-share basis (referred to as “Adjusted EPS”); Adjusted Compensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this earnings release, remove the significant accounting impact of: (a) transaction-related compensation expense, including expense related to Partnership Units with both time-based vesting and market conditions as well as equity-based and cash awards granted in connection with the spin-off from Blackstone and acquisition of CamberView Partners Holdings, LLC (“CamberView”); (b) intangible asset amortization associated with Blackstone’s initial public offering (“IPO”), the acquisition of PJT Capital LP, and the acquisition of CamberView; and (c) the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided in the Appendix.
To help investors understand the effect of the Company’s ownership structure on its Adjusted Net Income, the Company has presented Adjusted Net Income, If-Converted. This measure illustrates the impact of taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding the unvested partnership units that have yet to satisfy certain market conditions) were exchanged for shares of the Company’s Class A common stock, resulting in all of the Company’s income becoming subject to corporate-level tax, considering both current and deferred income tax effects. This tax rate excludes the tax benefits of the adjustments for transaction-related compensation expense, amortization expense, tax benefit recorded pursuant to the CARES Act as well as certain payments to Blackstone resulting from the October 1, 2015 spin-off.
Appendix
GAAP Condensed Consolidated Statements of Operations (unaudited)
Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)
Summary of Shares Outstanding (unaudited)
Footnotes
PJT Partners Inc. |
||||||||||||||||
GAAP Condensed Consolidated Statements of Operations (unaudited) |
||||||||||||||||
(Dollars in Thousands, Except Share and Per Share Data) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory |
|
$ |
262,400 |
|
|
$ |
146,075 |
|
|
$ |
611,530 |
|
|
$ |
383,577 |
|
Placement |
|
|
31,774 |
|
|
|
25,596 |
|
|
|
106,026 |
|
|
|
77,603 |
|
Interest Income and Other |
|
|
3,389 |
|
|
|
2,556 |
|
|
|
12,741 |
|
|
|
7,807 |
|
Total Revenues |
|
|
297,563 |
|
|
|
174,227 |
|
|
|
730,297 |
|
|
|
468,987 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and Benefits |
|
|
196,896 |
|
|
|
123,040 |
|
|
|
485,650 |
|
|
|
337,356 |
|
Occupancy and Related |
|
|
8,564 |
|
|
|
7,883 |
|
|
|
25,877 |
|
|
|
22,821 |
|
Travel and Related |
|
|
546 |
|
|
|
5,567 |
|
|
|
6,379 |
|
|
|
19,247 |
|
Professional Fees |
|
|
6,014 |
|
|
|
6,120 |
|
|
|
16,077 |
|
|
|
17,589 |
|
Communications and Information Services |
|
|
3,435 |
|
|
|
3,365 |
|
|
|
10,575 |
|
|
|
10,071 |
|
Depreciation and Amortization |
|
|
3,700 |
|
|
|
3,454 |
|
|
|
11,229 |
|
|
|
10,709 |
|
Other Expenses |
|
|
8,312 |
|
|
|
5,015 |
|
|
|
21,178 |
|
|
|
17,906 |
|
Total Expenses |
|
|
227,467 |
|
|
|
154,444 |
|
|
|
576,965 |
|
|
|
435,699 |
|
Income Before Provision for Taxes |
|
|
70,096 |
|
|
|
19,783 |
|
|
|
153,332 |
|
|
|
33,288 |
|
Provision for Taxes |
|
|
11,989 |
|
|
|
5,002 |
|
|
|
22,299 |
|
|
|
7,544 |
|
Net Income |
|
|
58,107 |
|
|
|
14,781 |
|
|
|
131,033 |
|
|
|
25,744 |
|
Net Income Attributable to Non-Controlling Interests |
|
|
27,200 |
|
|
|
7,956 |
|
|
|
59,596 |
|
|
|
12,992 |
|
Net Income Attributable to PJT Partners Inc. |
|
$ |
30,907 |
|
|
$ |
6,825 |
|
|
$ |
71,437 |
|
|
$ |
12,752 |
|
Net Income Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.25 |
|
|
$ |
0.28 |
|
|
$ |
2.92 |
|
|
$ |
0.53 |
|
Diluted |
|
$ |
1.22 |
|
|
$ |
0.28 |
|
|
$ |
2.87 |
|
|
$ |
0.52 |
|
Weighted-Average Shares of Class A Common Stock Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
24,645,853 |
|
|
|
24,013,033 |
|
|
|
24,431,436 |
|
|
|
24,107,179 |
|
Diluted |
|
|
26,242,631 |
|
|
|
24,973,570 |
|
|
|
25,452,816 |
|
|
|
25,024,084 |
|
PJT Partners Inc. |
||||||||||||||||
Reconciliations of GAAP to Non-GAAP Financial Data (unaudited) |
||||||||||||||||
(Dollars in Thousands, Except Share and Per Share Data) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
GAAP Net Income |
|
$ |
58,107 |
|
|
$ |
14,781 |
|
|
$ |
131,033 |
|
|
$ |
25,744 |
|
Less: GAAP Provision for Taxes |
|
|
11,989 |
|
|
|
5,002 |
|
|
|
22,299 |
|
|
|
7,544 |
|
GAAP Pretax Income |
|
|
70,096 |
|
|
|
19,783 |
|
|
|
153,332 |
|
|
|
33,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to GAAP Pretax Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-Related Compensation Expense(1) |
|
|
3,480 |
|
|
|
11,535 |
|
|
|
10,957 |
|
|
|
37,205 |
|
Amortization of Intangible Assets(2) |
|
|
1,928 |
|
|
|
1,758 |
|
|
|
5,783 |
|
|
|
5,726 |
|
Spin-Off-Related Payable Due to Blackstone(3) |
|
|
464 |
|
|
|
430 |
|
|
|
517 |
|
|
|
515 |
|
Adjusted Pretax Income |
|
|
75,968 |
|
|
|
33,506 |
|
|
|
170,589 |
|
|
|
76,734 |
|
Adjusted Taxes(4) |
|
|
12,870 |
|
|
|
6,192 |
|
|
|
23,652 |
|
|
|
12,457 |
|
Adjusted Net Income |
|
|
63,098 |
|
|
|
27,314 |
|
|
|
146,937 |
|
|
|
64,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If-Converted Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Adjusted Taxes(4) |
|
|
(12,870 |
) |
|
|
(6,192 |
) |
|
|
(23,652 |
) |
|
|
(12,457 |
) |
Add: If-Converted Taxes(5) |
|
|
19,296 |
|
|
|
8,959 |
|
|
|
43,717 |
|
|
|
19,786 |
|
Adjusted Net Income, If-Converted |
|
$ |
56,672 |
|
|
$ |
24,547 |
|
|
$ |
126,872 |
|
|
$ |
56,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Net Income Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.25 |
|
|
$ |
0.28 |
|
|
$ |
2.92 |
|
|
$ |
0.53 |
|
Diluted |
|
$ |
1.22 |
|
|
$ |
0.28 |
|
|
$ |
2.87 |
|
|
$ |
0.52 |
|
GAAP Weighted-Average Shares of Class A Common Stock Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
24,645,853 |
|
|
|
24,013,033 |
|
|
|
24,431,436 |
|
|
|
24,107,179 |
|
Diluted |
|
|
26,242,631 |
|
|
|
24,973,570 |
|
|
|
25,452,816 |
|
|
|
25,024,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income, If-Converted Per Share |
|
$ |
1.36 |
|
|
$ |
0.60 |
|
|
$ |
3.10 |
|
|
$ |
1.39 |
|
Weighted-Average Shares Outstanding, If-Converted |
|
|
41,542,673 |
|
|
|
40,917,949 |
|
|
|
40,954,770 |
|
|
|
41,022,464 |
|
PJT Partners Inc. |
||||||||||||||||
Reconciliations of GAAP to Non-GAAP Financial Data – continued (unaudited) |
||||||||||||||||
(Dollars in Thousands) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
GAAP Compensation and Benefits Expense |
|
$ |
196,896 |
|
|
$ |
123,040 |
|
|
$ |
485,650 |
|
|
$ |
337,356 |
|
Transaction-Related Compensation Expense(1) |
|
|
(3,480 |
) |
|
|
(11,535 |
) |
|
|
(10,957 |
) |
|
|
(37,205 |
) |
Adjusted Compensation and Benefits Expense |
|
$ |
193,416 |
|
|
$ |
111,505 |
|
|
$ |
474,693 |
|
|
$ |
300,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Compensation Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy and Related |
|
$ |
8,564 |
|
|
$ |
7,883 |
|
|
$ |
25,877 |
|
|
$ |
22,821 |
|
Travel and Related |
|
|
546 |
|
|
|
5,567 |
|
|
|
6,379 |
|
|
|
19,247 |
|
Professional Fees |
|
|
6,014 |
|
|
|
6,120 |
|
|
|
16,077 |
|
|
|
17,589 |
|
Communications and Information Services |
|
|
3,435 |
|
|
|
3,365 |
|
|
|
10,575 |
|
|
|
10,071 |
|
Depreciation and Amortization |
|
|
3,700 |
|
|
|
3,454 |
|
|
|
11,229 |
|
|
|
10,709 |
|
Other Expenses |
|
|
8,312 |
|
|
|
5,015 |
|
|
|
21,178 |
|
|
|
17,906 |
|
GAAP Non-Compensation Expense |
|
|
30,571 |
|
|
|
31,404 |
|
|
|
91,315 |
|
|
|
98,343 |
|
Amortization of Intangible Assets(2) |
|
|
(1,928 |
) |
|
|
(1,758 |
) |
|
|
(5,783 |
) |
|
|
(5,726 |
) |
Spin-Off-Related Payable Due to Blackstone(3) |
|
|
(464 |
) |
|
|
(430 |
) |
|
|
(517 |
) |
|
|
(515 |
) |
Adjusted Non-Compensation Expense |
|
$ |
28,179 |
|
|
$ |
29,216 |
|
|
$ |
85,015 |
|
|
$ |
92,102 |
|
PJT Partners Inc.
Summary of Shares Outstanding (unaudited)
The following table provides a summary of weighted-average shares outstanding for the three and nine months ended September 30, 2020 and 2019 for both basic and diluted shares. The table also provides a reconciliation to If-Converted Shares Outstanding assuming that all Partnership Units and unvested PJT Partners Inc. restricted stock units (“RSUs”) were converted to shares of the Company’s Class A common stock:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Weighted-Average Shares Outstanding - GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Class A Common Stock Outstanding |
|
|
24,009,979 |
|
|
|
22,968,953 |
|
|
|
23,825,622 |
|
|
|
23,127,276 |
|
Vested, Undelivered RSUs |
|
|
635,874 |
|
|
|
1,044,080 |
|
|
|
605,814 |
|
|
|
979,903 |
|
Basic Shares Outstanding, GAAP |
|
|
24,645,853 |
|
|
|
24,013,033 |
|
|
|
24,431,436 |
|
|
|
24,107,179 |
|
Dilutive Impact of Unvested Common RSUs(6) |
|
|
1,596,778 |
|
|
|
960,537 |
|
|
|
1,021,380 |
|
|
|
916,905 |
|
Diluted Shares Outstanding, GAAP |
|
|
26,242,631 |
|
|
|
24,973,570 |
|
|
|
25,452,816 |
|
|
|
25,024,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Shares Outstanding - If-Converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Class A Common Stock Outstanding |
|
|
24,009,979 |
|
|
|
22,968,953 |
|
|
|
23,825,622 |
|
|
|
23,127,276 |
|
Vested, Undelivered RSUs |
|
|
635,874 |
|
|
|
1,044,080 |
|
|
|
605,814 |
|
|
|
979,903 |
|
Conversion of Unvested Common RSUs(6) |
|
|
1,596,778 |
|
|
|
960,537 |
|
|
|
1,021,380 |
|
|
|
916,905 |
|
Conversion of Participating RSUs |
|
|
7,777 |
|
|
|
28,514 |
|
|
|
20,266 |
|
|
|
45,039 |
|
Conversion of Partnership Units |
|
|
15,292,265 |
|
|
|
15,915,865 |
|
|
|
15,481,688 |
|
|
|
15,953,341 |
|
If-Converted Shares Outstanding |
|
|
41,542,673 |
|
|
|
40,917,949 |
|
|
|
40,954,770 |
|
|
|
41,022,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
|
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
|
|
|
||
Fully-Diluted Shares Outstanding(7)(8) |
|
|
44,019,898 |
|
|
|
43,274,179 |
|
|
|
|
|
|
|
|
|
As of September 30, 2020, there were 3.6 million Partnership Units and 0.4 million RSUs subject to market conditions that are not included in fully-diluted shares outstanding.
Of the 4.0 million Partnership Units and RSUs subject to market conditions, 1.25 million require the Company to achieve a volume-weighted average share price over any consecutive 30-day trading period (“30-day VWAP”) of
As of October 26, 2020, the 30-day VWAP was approximately
| Footnotes | |
(1) |
This adjustment adds back to GAAP Pretax Income transaction-related compensation expense for Partnership Units with both time-based vesting and market conditions as well as equity-based and cash awards granted in connection with the spin-off from Blackstone and the acquisition of CamberView. |
(2) |
This adjustment adds back to GAAP Pretax Income amounts for the amortization of intangible assets that are associated with Blackstone’s IPO, the acquisition of PJT Capital LP on October 1, 2015 and the acquisition of CamberView on October 1, 2018. |
(3) |
This adjustment adds back to GAAP Pretax Income the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Such expense is reflected in Other Expenses in the Condensed Consolidated Statements of Operations. |
(4) |
Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure. |
(5) |
Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding the unvested partnership units that have yet to satisfy market conditions) were exchanged for shares of the Company’s Class A common stock, resulting in all of the Company’s income becoming subject to corporate-level tax, considering both current and deferred income tax effects. This tax rate excludes the tax benefits of the adjustments for transaction-related compensation expense, amortization expense, tax benefit recorded pursuant to the CARES Act as well as certain payments to Blackstone resulting from the October 1, 2015 spin-off. |
(6) |
Represents the dilutive impact under the treasury method of unvested, non-participating RSUs that have a remaining service requirement. |
(7) |
Excludes 3.6 million unvested Partnership Units and 0.4 million RSUs as of September 30, 2020 that have yet to satisfy certain market conditions. |
(8) |
Assumes all Partnership Units and unvested participating RSUs have been converted to shares of the Company’s Class A common stock. |
Note: |
Amounts presented in tables above may not add or recalculate due to rounding. |
