PJT Partners Inc. Reports Full Year and Fourth Quarter 2023 Results; Announces $500 Million Repurchase Authorization

Full Year Overview

  • Record Revenues of $1.15 billion, an increase of 12% from a year ago
  • GAAP Pretax Income of $178 million and Adjusted Pretax Income of $183 million
  • GAAP Diluted EPS of $3.12 and Adjusted EPS of $3.27

Fourth Quarter Overview

  • Record Fourth Quarter Revenues of $329 million, an increase of 17% from a year ago
  • GAAP Pretax Income of $52 million and Adjusted Pretax Income of $53 million
  • GAAP Diluted EPS of $0.87 and Adjusted EPS of $0.96

2023 Investments and Capital Management

  • 1,012 Company-wide headcount, an increase of 12% from a year ago
  • 2.2 million share and share equivalents repurchased
  • $437 million of cash, cash equivalents and short-term investments at year end and no funded debt
  • Board authorized a $500 million Class A common stock repurchase program, replacing the existing repurchase authorization

Paul J. Taubman, Chairman and Chief Executive Officer, said, “We reported revenues that were the highest in our firm’s history as our balanced business model enabled us to outperform in a challenging environment. 2023 was also a record year for senior recruiting as we took advantage of dislocated market conditions to accelerate our investment in senior talent, enabling us to expand our capabilities across the firm with particular emphasis on enhancing our Strategic Advisory industry footprint. Amidst continued market uncertainty, we remain highly confident in our future growth prospects.”

NEW YORK--(BUSINESS WIRE)-- 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
December 31,

 

 

 

 

 

Year Ended
December 31,

 

 

 

 

 

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
December 31,

 

 

Year Ended
December 31,

 

 

 

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
December 31,

 

 

Year Ended
December 31,

 

 

 

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
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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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
December 31,

 

 

Year Ended
December 31,

 

 

 

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
December 31,

 

 

Year Ended
December 31,

 

 

 

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.

 

Media Relations: Jon Keehner
Joele Frank, Wilkinson Brimmer Katcher
Tel: +1 212.355.4449
PJT-JF@joelefrank.com

Investor Relations: Sharon Pearson
PJT Partners Inc.
Tel: +1 212.364.7120
pearson@pjtpartners.com

Source: PJT Partners Inc.