PJT PARTNERS INC. PJT Partners Inc. (the “Company” or “PJT Partners”) (NYSE: PJT) today announced its financial results for the full year and quarter ended December 31, 2023.
Revenues
The following table sets forth revenues for the three months and year ended December 31, 2023 and 2022:
|
|
Three Months Ended
|
|
|
|
|
|
Year Ended
|
|
|
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| % Change |
|
| 2023 |
|
| 2022 |
|
| % Change | ||||
|
| (Dollars in Millions) | |||||||||||||||||||
Revenues |
|
| |||||||||||||||||||
Advisory |
| $ | 290.6 |
|
| $ | 230.8 |
|
| 26% |
|
| $ | 1,026.6 |
|
| $ | 823.5 |
|
| 25% |
Placement |
|
| 28.3 |
|
|
| 43.4 |
|
| (35%) |
|
|
| 102.6 |
|
|
| 192.9 |
|
| (47%) |
Interest Income & Other |
|
| 9.6 |
|
|
| 5.8 |
|
| 66% |
|
|
| 23.9 |
|
|
| 9.1 |
|
| 162% |
Total Revenues |
| $ | 328.6 |
|
| $ | 280.0 |
|
| 17% |
|
| $ | 1,153.2 |
|
| $ | 1,025.5 |
|
| 12% |
Year Ended
Total Revenues of $1.15 billion for the year, up 12% from $1.03 billion in the prior year.
Advisory Revenues of $1.03 billion, up 25% from $823 million in the prior year. The increase in Advisory Revenues was due to an increase in restructuring revenues, which was partially offset by decreases in strategic advisory and private capital solutions revenues.
Placement Revenues of $103 million, down 47% from $193 million in the prior year. The decrease in Placement Revenues was principally due to a decrease in fund placement revenues.
Interest Income & Other of $24 million, up from $9 million in the prior year. The increase in Interest Income & Other was principally due to higher interest income.
Three Months Ended
Total Revenues of $329 million in the current quarter, up 17% from $280 million in the prior year.
Advisory Revenues of $291 million, up 26% from $231 million in the prior year. The increase in Advisory Revenues was due to increases in restructuring and strategic advisory revenues.
Placement Revenues of $28 million, down 35% from $43 million in the prior year. The decrease in Placement Revenues was principally due to a decrease in fund placement revenues.
Interest Income & Other of $10 million, up from $6 million in the prior year. The increase in Interest Income & Other was principally due to higher interest income.
Expenses
The following tables set forth information relating to the Company’s expenses for the three months and year ended December 31, 2023 and 2022:
|
| Year Ended December 31, |
| |||||||||||||
|
| 2023 |
|
| 2022 |
| ||||||||||
|
| GAAP |
|
| As Adjusted |
|
| GAAP |
|
| As Adjusted |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Compensation and Benefits |
| $ | 805.4 |
|
| $ | 805.4 |
|
| $ | 669.1 |
|
| $ | 657.4 |
|
% of Revenues |
|
| 69.8 | % |
|
| 69.8 | % |
|
| 65.2 | % |
|
| 64.1 | % |
Non-Compensation |
| $ | 170.2 |
|
| $ | 165.1 |
|
| $ | 154.9 |
|
| $ | 147.6 |
|
% of Revenues |
|
| 14.8 | % |
|
| 14.3 | % |
|
| 15.1 | % |
|
| 14.4 | % |
Total Expenses |
| $ | 975.6 |
|
| $ | 970.5 |
|
| $ | 824.0 |
|
| $ | 805.0 |
|
% of Revenues |
|
| 84.6 | % |
|
| 84.2 | % |
|
| 80.4 | % |
|
| 78.5 | % |
Pretax Income |
| $ | 177.6 |
|
| $ | 182.7 |
|
| $ | 201.5 |
|
| $ | 220.5 |
|
% of Revenues |
|
| 15.4 | % |
|
| 15.8 | % |
|
| 19.6 | % |
|
| 21.5 | % |
|
| Three Months Ended December 31, |
| |||||||||||||
|
| 2023 |
|
| 2022 |
| ||||||||||
|
| GAAP |
| As Adjusted |
|
| GAAP |
| As Adjusted |
| ||||||
|
| (Dollars in Millions) |
| |||||||||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Compensation and Benefits |
| $ | 232.3 |
|
| $ | 232.3 |
|
| $ | 180.2 |
|
| $ | 180.2 |
|
% of Revenues |
|
| 70.7 | % |
|
| 70.7 | % |
|
| 64.4 | % |
|
| 64.4 | % |
Non-Compensation |
| $ | 44.6 |
|
| $ | 43.3 |
|
| $ | 39.7 |
|
| $ | 38.5 |
|
% of Revenues |
|
| 13.6 | % |
|
| 13.2 | % |
|
| 14.2 | % |
|
| 13.7 | % |
Total Expenses |
| $ | 276.9 |
|
| $ | 275.6 |
|
| $ | 220.0 |
|
| $ | 218.7 |
|
% of Revenues |
|
| 84.3 | % |
|
| 83.9 | % |
|
| 78.6 | % |
|
| 78.1 | % |
Pretax Income |
| $ | 51.7 |
|
| $ | 53.0 |
|
| $ | 60.0 |
|
| $ | 61.3 |
|
% of Revenues |
|
| 15.7 | % |
|
| 16.1 | % |
|
| 21.4 | % |
|
| 21.9 | % |
Compensation and Benefits Expense
Year Ended
GAAP Compensation and Benefits Expense was $805 million compared with $669 million in the prior year. Adjusted Compensation and Benefits Expense was $805 million compared with $657 million in the prior year. The increase in Compensation and Benefits Expense was driven by the combination of higher revenues and a higher accrual rate compared with the prior year.
Three Months Ended
GAAP Compensation and Benefits Expense was $232 million compared with $180 million in the prior year. Adjusted Compensation and Benefits Expense was $232 million compared with $180 million in the prior year. The increase in Compensation and Benefits Expense was driven by the combination of higher revenues and a higher accrual rate compared with the prior year quarter.
Non-Compensation Expense
Year Ended
GAAP Non-Compensation Expense was $170 million compared with $155 million in the prior year. Adjusted Non-Compensation Expense was $165 million compared with $148 million in the prior year.
The increase in GAAP and Adjusted Non-Compensation Expense compared with the prior year was principally due to increases in Professional Fees and Occupancy and Related expenses. Professional Fees increased principally due to higher consulting and legal expenses relating to the firm's business activities. Occupancy and Related increased principally due to the further expansion of our New York headquarters.
Three Months Ended
GAAP Non-Compensation Expense was $45 million compared with $40 million in the prior year. Adjusted Non-Compensation Expense was $43 million compared with $38 million in the prior year.
The increase in GAAP and Adjusted Non-Compensation Expense compared with the prior year was principally due to increases in Professional Fees and Occupancy and Related expenses. Professional Fees increased principally due to higher legal expenses relating to the firm's business activities. Occupancy and Related increased principally due to the further expansion of our New York headquarters.
Provision for Taxes
As of December 31, 2023, PJT Partners Inc. owned 61.0% of PJT Partners Holdings LP. PJT Partners Inc. is subject to corporate U.S. federal and state income tax while PJT Partners Holdings LP is subject to New York City unincorporated business tax and other entity-level taxes imposed by certain state and foreign jurisdictions. Please refer to Note 11. “Stockholders’ Equity” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for further information about the corporate ownership structure. The effective tax rate for GAAP Net Income for the three months ended December 31, 2023 and 2022 was 12.0% and 23.2%, respectively. The effective tax rate for GAAP Net Income for the years ended December 31, 2023 and 2022 was 18.0% and 18.2%, respectively.
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 years ended December 31, 2023 and 2022 was 25.3% and 26.0%, respectively.
Capital Management and Balance Sheet
As of December 31, 2023, the Company held cash, cash equivalents and short-term investments of $437 million and had no funded debt.
On February 5, 2024, the Company's Board of Directors authorized a $500 million repurchase program of the Company's Class A common stock. This authorization replaces the existing repurchase program authorized on April 25, 2022.
During the year ended December 31, 2023, the Company repurchased 1.6 million shares of Class A common stock in the open market, exchanged 321 thousand Partnership Units for cash and net share settled 246 thousand shares of Class A common stock to satisfy employee tax obligations. During the fourth quarter 2023, the Company repurchased 113 thousand shares of Class A common stock in the open market, exchanged 33 thousand Partnership Units for cash and net share settled 18 thousand shares of Class A common stock to satisfy employee tax obligations.
In total during the year ended December 31, 2023, the Company repurchased 2.2 million share equivalents at an average price of $73.50 per share. During the fourth quarter 2023, the Company repurchased 165 thousand share equivalents at an average price of $90.49 per share.
The Company intends to repurchase 198 thousand Partnership Units for cash on February 13, 2024 at a price to be determined by the volume-weighted average price per share of the Company’s Class A common stock on February 8, 2024.
Dividend
The Board of Directors of PJT Partners Inc. has declared a quarterly dividend of $0.25 per share of Class A common stock. The dividend will be paid on March 20, 2024 to Class A common stockholders of record as of March 6, 2024.
Quarterly Investor Call Details
PJT Partners will host a conference call on February 6, 2024 at 8:30 a.m. ET to discuss its full year and fourth quarter 2023 results. The conference call can be accessed via the internet at www.pjtpartners.com or by dialing +1 (800) 245-3047 (U.S. domestic) or +1 (203) 518-9783 (international), passcode PJTP4Q23. For those unable to listen to the live broadcast, a replay will be available following the call at www.pjtpartners.com.
About PJT Partners
PJT Partners is a premier, global, advisory-focused investment bank that was built from the ground up to be different. Our highly experienced, collaborative teams provide independent advice coupled with old-world, high-touch client service. This ethos has allowed us to attract some of the very best talent in the markets in which we operate. We deliver leading advice to many of the world's most consequential companies, effect some of the most transformative transactions and restructurings and raise billions of dollars of capital around the globe to support startups and more established companies. 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 (the “Exchange Act”). 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 our current beliefs, expectations, and assumptions regarding the future of our 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 our control. Our 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 our 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) cyberattacks, security vulnerabilities, and internet disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions; (c) failures of our computer systems or communication systems, including as a result of a catastrophic event and the use of remote work environments and virtual platforms; (d) the impact of catastrophic events, including business disruptions, pandemics, reductions in employment and an increase in business failures on (1) the U.S. and the global economy, and (2) our employees and our ability to provide services to our clients and respond to their needs; (e) the failure of third-party service providers to perform their functions; and (f) volatility in the political and economic environment, including as a result of inflation, elevated interest rates, and geopolitical conflict.
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, 2022, 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 acquisition of CamberView Partners Holdings, LLC (“CamberView”); (b) intangible asset amortization associated with Blackstone Inc.'s ("Blackstone") initial public offering ("IPO"), the acquisition of PJT Capital LP, and the acquisition of CamberView; and (c) the net change to 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) have been 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 a number of adjustments, including the tax benefits of the adjustments for transaction-related compensation expense and amortization expense.
Appendix
GAAP Condensed Consolidated Statements of Operations (unaudited)
Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)
Summary of Shares Outstanding (unaudited)
Footnotes
|
|
Three Months Ended
|
|
|
Year Ended
|
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advisory |
| $ | 290,633 |
|
| $ | 230,784 |
|
| $ | 1,026,646 |
|
| $ | 823,496 |
|
Placement |
|
| 28,338 |
|
|
| 43,405 |
|
|
| 102,611 |
|
|
| 192,890 |
|
Interest Income and Other |
|
| 9,583 |
|
|
| 5,764 |
|
|
| 23,925 |
|
|
| 9,119 |
|
Total Revenues |
|
| 328,554 |
|
|
| 279,953 |
|
|
| 1,153,182 |
|
|
| 1,025,505 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Compensation and Benefits |
|
| 232,271 |
|
|
| 180,242 |
|
|
| 805,385 |
|
|
| 669,141 |
|
Occupancy and Related |
|
| 10,721 |
|
|
| 9,422 |
|
|
| 40,420 |
|
|
| 35,253 |
|
Travel and Related(1) |
|
| 8,727 |
|
|
| 9,481 |
|
|
| 31,190 |
|
|
| 30,404 |
|
Professional Fees |
|
| 7,856 |
|
|
| 5,548 |
|
|
| 36,581 |
|
|
| 27,200 |
|
Communications and Information Services |
|
| 4,840 |
|
|
| 4,078 |
|
|
| 17,157 |
|
|
| 16,897 |
|
Depreciation and Amortization |
|
| 3,460 |
|
|
| 3,319 |
|
|
| 14,047 |
|
|
| 15,475 |
|
Other Expenses(1) |
|
| 8,986 |
|
|
| 7,870 |
|
|
| 30,793 |
|
|
| 29,664 |
|
Total Expenses |
|
| 276,861 |
|
|
| 219,960 |
|
|
| 975,573 |
|
|
| 824,034 |
|
Income Before Provision for Taxes |
|
| 51,693 |
|
|
| 59,993 |
|
|
| 177,609 |
|
|
| 201,471 |
|
Provision for Taxes |
|
| 6,202 |
|
|
| 13,923 |
|
|
| 31,927 |
|
|
| 36,699 |
|
Net Income |
|
| 45,491 |
|
|
| 46,070 |
|
|
| 145,682 |
|
|
| 164,772 |
|
Net Income Attributable to Non-Controlling Interests |
|
| 20,579 |
|
|
| 21,496 |
|
|
| 63,883 |
|
|
| 74,238 |
|
Net Income Attributable to PJT Partners Inc. |
| $ | 24,912 |
|
| $ | 24,574 |
|
| $ | 81,799 |
|
| $ | 90,534 |
|
Net Income Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
| $ | 0.98 |
|
| $ | 0.97 |
|
| $ | 3.24 |
|
| $ | 3.61 |
|
Diluted |
| $ | 0.87 |
|
| $ | 0.95 |
|
| $ | 3.12 |
|
| $ | 3.51 |
|
Weighted-Average Shares of Class A Common Stock Outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
| 25,362,576 |
|
|
| 25,213,986 |
|
|
| 25,255,327 |
|
|
| 25,077,835 |
|
Diluted |
|
| 43,472,884 |
|
|
| 26,974,129 |
|
|
| 41,882,034 |
|
|
| 26,616,640 |
|
|
|
Three Months Ended
|
|
|
Year Ended
|
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
GAAP Net Income |
| $ | 45,491 |
|
| $ | 46,070 |
|
| $ | 145,682 |
|
| $ | 164,772 |
|
Less: GAAP Provision for Taxes |
|
| 6,202 |
|
|
| 13,923 |
|
|
| 31,927 |
|
|
| 36,699 |
|
GAAP Pretax Income |
|
| 51,693 |
|
|
| 59,993 |
|
|
| 177,609 |
|
|
| 201,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Adjustments to GAAP Pretax Income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Transaction-Related Compensation Expense(2) |
|
| — |
|
|
| 19 |
|
|
| — |
|
|
| 11,765 |
|
Amortization of Intangible Assets(3) |
|
| 1,230 |
|
|
| 1,230 |
|
|
| 4,920 |
|
|
| 6,506 |
|
Spin-Off-Related Payable Due to Blackstone(4) |
|
| 36 |
|
|
| 33 |
|
|
| 136 |
|
|
| 804 |
|
Adjusted Pretax Income |
|
| 52,959 |
|
|
| 61,275 |
|
|
| 182,665 |
|
|
| 220,546 |
|
Adjusted Taxes(5) |
|
| 6,700 |
|
|
| 13,814 |
|
|
| 32,768 |
|
|
| 40,020 |
|
Adjusted Net Income |
|
| 46,259 |
|
|
| 47,461 |
|
|
| 149,897 |
|
|
| 180,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
If-Converted Adjustments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Less: Adjusted Taxes(5) |
|
| (6,700 | ) |
|
| (13,814 | ) |
|
| (32,768 | ) |
|
| (40,020 | ) |
Add: If-Converted Taxes(6) |
|
| 11,666 |
|
|
| 16,121 |
|
|
| 46,297 |
|
|
| 57,264 |
|
Adjusted Net Income, If-Converted |
| $ | 41,293 |
|
| $ | 45,154 |
|
| $ | 136,368 |
|
| $ | 163,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
GAAP Net Income Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
| $ | 0.98 |
|
| $ | 0.97 |
|
| $ | 3.24 |
|
| $ | 3.61 |
|
Diluted |
| $ | 0.87 |
|
| $ | 0.95 |
|
| $ | 3.12 |
|
| $ | 3.51 |
|
GAAP Weighted-Average Shares of Class A
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
| 25,362,576 |
|
|
| 25,213,986 |
|
|
| 25,255,327 |
|
|
| 25,077,835 |
|
Diluted |
|
| 43,472,884 |
|
|
| 26,974,129 |
|
|
| 41,882,034 |
|
|
| 26,616,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Adjusted Net Income, If-Converted Per Share |
| $ | 0.96 |
|
| $ | 1.08 |
|
| $ | 3.27 |
|
| $ | 3.92 |
|
Weighted-Average Shares Outstanding, If-Converted |
|
| 42,943,082 |
|
|
| 41,812,119 |
|
|
| 41,749,633 |
|
|
| 41,663,773 |
|
|
|
Three Months Ended
|
|
|
Year Ended
|
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
GAAP Compensation and Benefits Expense |
| $ | 232,271 |
|
| $ | 180,242 |
|
| $ | 805,385 |
|
| $ | 669,141 |
|
Transaction-Related Compensation Expense(2) |
|
| — |
|
|
| (19 | ) |
|
| — |
|
|
| (11,765 | ) |
Adjusted Compensation and Benefits Expense |
| $ | 232,271 |
|
| $ | 180,223 |
|
| $ | 805,385 |
|
| $ | 657,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-Compensation Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Occupancy and Related |
| $ | 10,721 |
|
| $ | 9,422 |
|
| $ | 40,420 |
|
| $ | 35,253 |
|
Travel and Related(1) |
|
| 8,727 |
|
|
| 9,481 |
|
|
| 31,190 |
|
|
| 30,404 |
|
Professional Fees |
|
| 7,856 |
|
|
| 5,548 |
|
|
| 36,581 |
|
|
| 27,200 |
|
Communications and Information Services |
|
| 4,840 |
|
|
| 4,078 |
|
|
| 17,157 |
|
|
| 16,897 |
|
Depreciation and Amortization |
|
| 3,460 |
|
|
| 3,319 |
|
|
| 14,047 |
|
|
| 15,475 |
|
Other Expenses(1) |
|
| 8,986 |
|
|
| 7,870 |
|
|
| 30,793 |
|
|
| 29,664 |
|
GAAP Non-Compensation Expense |
|
| 44,590 |
|
|
| 39,718 |
|
|
| 170,188 |
|
|
| 154,893 |
|
Amortization of Intangible Assets(3) |
|
| (1,230 | ) |
|
| (1,230 | ) |
|
| (4,920 | ) |
|
| (6,506 | ) |
Spin-Off-Related Payable Due to Blackstone(4) |
|
| (36 | ) |
|
| (33 | ) |
|
| (136 | ) |
|
| (804 | ) |
Adjusted Non-Compensation Expense |
| $ | 43,324 |
|
| $ | 38,455 |
|
| $ | 165,132 |
|
| $ | 147,583 |
|
The following table provides a summary of weighted-average shares outstanding for the three months and year ended December 31, 2023 and 2022 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
|
|
|
Year Ended
|
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Weighted-Average Shares Outstanding - GAAP |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic Shares Outstanding, GAAP |
|
| 25,362,576 |
|
|
| 25,213,986 |
|
|
| 25,255,327 |
|
|
| 25,077,835 |
|
Dilutive Impact of Unvested RSUs(7) |
|
| 2,614,537 |
|
|
| 1,760,143 |
|
|
| 1,711,829 |
|
|
| 1,538,805 |
|
Dilutive Impact of Partnership Units(8) |
|
| 15,495,771 |
|
|
| — |
|
|
| 14,914,878 |
|
|
| — |
|
Diluted Shares Outstanding, GAAP |
|
| 43,472,884 |
|
|
| 26,974,129 |
|
|
| 41,882,034 |
|
|
| 26,616,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted-Average Shares Outstanding - If-Converted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic Shares Outstanding, GAAP |
|
| 25,362,576 |
|
|
| 25,213,986 |
|
|
| 25,255,327 |
|
|
| 25,077,835 |
|
Unvested RSUs(9) |
|
| 2,614,537 |
|
|
| 1,760,143 |
|
|
| 1,711,829 |
|
|
| 1,540,744 |
|
Partnership Units(10) |
|
| 14,965,969 |
|
|
| 14,837,990 |
|
|
| 14,782,477 |
|
|
| 15,045,194 |
|
If-Converted Shares Outstanding |
|
| 42,943,082 |
|
|
| 41,812,119 |
|
|
| 41,749,633 |
|
|
| 41,663,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| As of December 31, |
|
|
|
| ||||||||||
|
| 2023 |
|
| 2022 |
|
|
|
|
|
|
| ||||
Fully-Diluted Shares Outstanding(11) |
|
| 46,046,461 |
|
|
| 43,599,438 |
|
|
|
|
|
|
| ||
As of December 31, 2023, in relation to awards granted containing both service and market conditions, the Company achieved a dividend adjusted 20-day volume-weighted average share price in excess of $100. As a result, 1.3 million share equivalents were included in the Company's fully-diluted share count, of which 0.3 million had satisfied both service and market conditions, with the remaining 1.0 million vesting pursuant to ongoing service conditions. In addition, 1.4 million share equivalents had not yet satisfied certain market conditions and were therefore excluded from any share count calculations.
Footnotes
(1) | Certain balances in the prior period have been reclassified to conform to their current presentation. For the three months and year ended December 31, 2022, this resulted in a reclassification of $1.8 million and $5.2 million, respectively, from Other Expenses to Travel and Related. There was no impact on either U.S. GAAP EPS or Adjusted EPS as a result of the reclassification. |
(2) | 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 acquisition of CamberView. |
(3) | 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. |
(4) | This adjustment adds back to GAAP Pretax Income the net change to the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Such amounts are reflected in Other Expenses in the Condensed Consolidated Statements of Operations. |
(5) | Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure. |
(6) | Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding the unvested Partnership Units that have yet to satisfy market conditions) have been 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 a number of adjustments, including the tax benefits of the adjustments for transaction-related compensation expense and amortization expense. |
(7) | Represents the dilutive impact under the treasury method of unvested, non-participating RSUs that have a remaining service requirement. |
(8) | Represents the number of shares assuming the conversion of vested Partnership Units, the dilutive impact of unvested Partnership Units with a remaining service requirement, and the dilutive impact of Partnership Units that achieved certain market conditions as if those conditions were achieved as of the beginning of the reporting period. |
(9) | Represents the dilutive impact of unvested RSUs that have a remaining service requirement. |
(10) | Represents the number of shares assuming the conversion of all Partnership Units, including Partnership Units that achieved certain market conditions as of the date those conditions were achieved, and excludes Partnership Units that have yet to satisfy certain market conditions. |
(11) | Assumes all Partnership Units and unvested RSUs have been converted to shares of the Company’s Class A common stock. As of December 31, 2023, 1.4 million share equivalents that had yet to satisfy certain market conditions were excluded from any share count calculations. |
Note: | Amounts presented in tables above may not add or recalculate due to rounding. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20240205436389/en/
